Chesapeake Financial Shares, Inc. Disclosure Statement Rule 15c2-11(5) and Rule 144(c)(2) Under the Securities Exchange Act of 1934

Transcription

1 Chesapeake Financial Shares, Inc. Disclosure Statement Rule 15c2-11(5) and Rule 144(c)(2) Under the Securities Exchange Act of The exact name of the issuer and its predecessor (if any): The exact name of the issuer is Chesapeake Financial Shares, Inc. 2. The address of the issuer s principal executive offices: 35 School Street, PO Box 1419 Kilmarnock, VA Telephone: Website: 3. The state of incorporation: The issuer is incorporated in Virginia 4. The exact title and class of the securities: The issuer s securities are common stock (CPKF) 5. The par or stated value of the securities: The par value of the issuer s common stock is $5. per share 6. The number of shares or total amount of the securities outstanding as of the end of the issuer s most recent fiscal year: There were 4,32,276 shares of common stock outstanding at December 31, The name and address of the firm that facilitates stock purchases and sales: Mrs. Rebecca Foster Telephone: SVP, CFO, Corporate Secretary bfoster@chesbank.com Chesapeake Financial Shares, Inc. Fax: School Street, P.O. Box 1419 Kilmarnock, VA The name and address of the stock transfer agent: Chesapeake Bank 35 School Street, PO Box 1419 Kilmarnock, VA Telephone Inquiries: inquiries: investorrelations@chesbank.com Shareholder Website:

2 9. The nature of the issuer s business: The issuer is a one-bank holding company for Chesapeake Bank, a Virginia chartered commercial bank that was originally organized in 19 and is based in Kilmarnock, VA. The holding company operates two subsidiaries, Chesapeake Bank and Chesapeake Wealth Management, Inc. 1. The nature of products or services offered: As a financial institution, the issuer s bank subsidiary, Chesapeake Bank, provides a wide-range of loan and deposit products and services. The issuer s other subsidiary, Chesapeake Wealth Management, Inc., provides trust financial advice and services, including brokerage services, asset management, estate planning and retirement planning. 11. The nature and extent of the issuer s facilities: The issuer s bank subsidiary, Chesapeake Bank, has 14 banking locations serving communities in the Northern Neck, Middle Peninsula, Peninsula and Richmond markets of Virginia. The issuer s other subsidiary, Chesapeake Wealth Management, Inc., offers a host of in-house investment, trust and fiduciary services with more than $42 million in assets under management as of June 3, The name of the Chief Executive Officer and members of the Board of Directors: Mr. Jeffrey M. Szyperski, Chairman, President, Chief Executive Officer & Director Mr. Douglas D. Monroe, Jr., Vice Chairman Mr. Eugene S. Hudnall, Jr., Director Mr. John H. Hunt II, Director Mr. Thomas E. Kellum, Director Mr. Craig J. Kelly, Director Mr. Bruce P. Robertson, Director Mr. William F. Shumadine, Jr., Director Mr. Robert J. Singley, Director Mr. Thomas G. Tingle, Director 13. The issuer s most recent balance sheet and profit and loss and retained earnings statements: See unaudited financial statements as of June 3, 217 at the end of this document. 14. Similar financial information for the preceding fiscal year: The financial statements that are referenced in Item 13 also contain comparative information as of June 3, 217 and December 31, 216 and for the 6-month periods ended June 3, 217 and June 3, Whether the broker or dealer of any associated person is affiliated, directly or indirectly with the issuer: N/A

3 16. Whether the quotation is being published or submitted on behalf of any other broker or dealer, and, if so, the name of such broker or dealer: N/A 17. Whether the quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 1 percent of the outstanding units or shares of any equity security of the issuer, and, if so, the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person: N/A

4 Chesapeake Financial Shares, Inc. Condensed Consolidated Financial Report as of June 3, 217 and December 31, 216 and 6-month periods ended June 3, 217 and June 3, 216 (Unaudited)

5 Consolidated Balance Sheet Unaudited Assets Cash and due from banks Non-interest bearing Interest bearing Federal funds sold Securities available for sale: U.S. Government agencies & other MBS Obligations of state and politial subdivisions Other debt securities Loans held for sale Loans Less: Allowance for loan loss 6/3/17 $16,727,377 8,425,296 11, 6,922,822 14,236,38 2,725,3 2,19,75 482,758,4 (4,313,527) 478,444,477 12/31/17 $11,36,272 1,45,456 56,1, ,5,492 3,192,253 45, 453,427,637 (5,9,817) 448,417,82 Bank premises and equipment, net Accrued interest receivable Cash Flow assets Foreclosed assets Bank-owned life insurance Other assets Total assets Liabilities and Stockholder's Equity Deposits Noninterest bearing deposits Savings and interest bearing deposits Certificates of deposits Total deposits Federal funds purchased, FHLB Daily & Term borrowing Accrued interest payable Other liabilities Notes payable and trust preferred borrowings Total liabilities Commitments Shareholders' equity Preferred stock, par value $1 per share; authorized 5, shares; none outstanding Common stock, voting Common stock, non-voting Paid in capital Accumulated other comprehensive income Retained earnings Total shareholders' equity Total liabilities and shareholders' equity 18,235,188 3,161,588 29,33,238 3,16,16 11,515,35 9,854,69 $784,715,148 $161,39, ,618, ,486, ,413,894 2,, $143,732 7,343,23 5,197,551 71,98,48 2,2,19 1,248,527 4,741,833 57,624,19 83,616,74 $784,715,148 18,664,79 3,59,328 26,151,356 1,286,4 11,371,147 1,385,633 $72,76,78 $144,458, ,422, ,849,123 69,73,137 2,852, $129,386 6,889,783 5,253, ,854,877 19,873,415 1,133,78 2,575,857 54,323,553 77,95,93 $72,76,78

6 Consolidated Statements of Earnings Unaudited Interest Income Interest and fees on loans Interest on interest-bearing deposits and federal funds sold Investment Income Total interest income Six Months Ended 6/3/17 6/3/16 $11,379,259 $1,761,559 3,84 7,3 3,98,425 3,54,313 14,481,523 13,822,875 Interest Expense Interest on savings and interest bearing deposits Interest on certificates of deposits Interest on federal funds purchased Other interest expense Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest Income Income from fiduciary activities and wealth management Service charges on deposit accounts Securities gains, net Net other-than-temporary impairment losses Merchant card income ATM income Cash Flow income Other income Total noninterest income Noninterest Expense Salaries Employee benefits Occupancy expenses Net loss on other real estate owned Merchant card expense ATM expense Cash Flow expense Other expenses Total noninterest expense Income before income taxes Income taxes Net income Earnings per share, basic Earnings per share,diluted Dividends per share 429,157 1,36,16 296,161 1,761,478 12,72,45 649,998 12,7,47 1,857, ,498 1,531 (16,666) 6,94, ,674 1,822,91 1,89,558 12,86,879 6,994,532 1,947,446 1,513,885 4,98, ,18 6, 4,25,258 19,262,866 5,614,61 1,16,31 $4,597,751 $1.139 $1.115 $ ,16 97, ,521 1,69,194 12,213, ,998 11,788,683 1,793,63 599,863 7,635 (135,69) 4,298,79 625,911 1,58,232 87,3 9,577,914 6,154,843 1,611,659 1,448,838 92,486 2,812, ,581 49,998 4,193,673 16,73,614 4,662, ,188 $3,871,795 $.963 $.942 $.24

7 Consolidated Statements of Stockholders' Equity Periods ended June 3, 217 and December 31, 216 Unaudited Accumulated Common Additional Other Stock, Paid-In Retained Comprehensive Voting Capital Earnings Income Total Balance, December 31, 215 $ 19,771,365 $ 834,41 $ 49,746,71 $ 5,64,683 $ 75,957,159 Net income ,26, ,26,4 Other comprehensive loss (3,28,826) (3,28,826) Exercise of stock options 249,12 35, ,816 Vesting of restricted stock 15,75 (15,75) Issuance of common stock for services 2,3 5, ,253 Repurchase of common stock (318,12) (434,725) (477,95) - - (1,23,795) Amortization of restricted stock , ,53 Cash dividends ($.49 per share) (1,971,67) - - (1,971,67) Balance, December 31, 216 $ 19,873,415 $ 1,133,78 $ 54,323,553 $ 2,575,857 $ 77,95,93 Net income ,597, ,597,751 Other comprehensive loss ,165,976 2,165,976 Exercise of stock options 185,76 217, ,456 Vesting of restricted stock 88,42 (88,42) Issuance of common stock - - for services Repurchase of common stock (145,45) (268,649) (286,589) - - (7,643) Amortization of restricted stock , ,822 Cash dividends ($.25 per share) (1,1,525) - - (1,1,525) Balance, June 3, 217 $ 2,2,19 $ 1,248,527 $ 57,624,19 $ 4,741,833 $ 83,616,74