================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-22283
VIRGINIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1829288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
24 South Augusta Street, Staunton, Virginia 24401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 885-1232
NONE
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class: Common Stock, $5.00 par value
Outstanding as of May 13, 1999: 4,000,000
================================================================================
<PAGE>
VIRGINIA FINANCIAL CORPORATION
INDEX
Page
No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statement of Income 3
Consolidated Balance Sheet 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Changes in
Stockholders' Equity 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Results of Operations
and Financial Condition 10
Item 3. Quantitative and Qualitative Disclosure about
Market Risk 10
Part II. Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 12
<PAGE>
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 MARCH 31
1999 1998
------------------- ---------------------
<S> <C> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 3,994 $ 4,167
To Finance Agriculture & Farmers 68 70
Commercial & Industrial 872 877
Individuals for Household & Personal 863 919
Obligations of State & Political Tax-Exempt 1 3
Other 1 0
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 1,321 1,347
State & Political-Taxable 50 37
State & Political-Tax Exempt 305 169
Other Domestic Debt Securities 5 0
Equity Securities 101 0
Interest on Federal Funds Sold 41 61
----------- -----------
Total Interest Income 7,622 7,650
----------- -----------
Interest Expense:
Interest on Deposits:
NOW Accounts 282 285
Money Market Accounts 470 564
Other Savings Deposits 270 253
CD's of 100M or More 325 319
All Other Time Deposits 1,923 1,974
Interest on Fed Funds Purch'd
& Repurchase Agreements 129 82
----------- -----------
Total Interest Expense 3,399 3,477
----------- -----------
Net Interest Income 4,223 4,173
Provision for Loan Losses 149 238
----------- -----------
Net Interest Income after Provision for Loan Losses 4,074 3,935
----------- -----------
Noninterest Income:
Trust Department Income 388 310
Service Charges on Deposit Accts. 300 217
Other Fee Income 550 375
All Other Non-Interest Income 30 25
----------- -----------
Total Noninterest Income 1,268 927
----------- -----------
Noninterest Expense:
Salaries & Employee Benefits 1,625 1,437
Expense of Premise & Fixed Assets 349 295
Other Non-Interest Expense 938 732
----------- -----------
Total Non-Interest Expense 2,912 2,464
----------- -----------
Income Before Income Taxes 2,430 2,398
Provision for Income Taxes 741 766
----------- -----------
Net Income $ 1,689 $ 1,632
=========== ===========
Per Share Data Net Income, basic and diluted $ 0.42 $ 0.41
Cash Dividends $ 0.16 $ 0.15
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Cash & Due from Banks $ 15,349 $ 17,557
Federal Funds Sold 7,425 0
Securities -
U.S. Government 10,188 11,254
U.S. Agencies 75,377 80,836
Municipal Bonds 31,616 29,829
Equity Securities 7,252 7,873
Corporate Securities 982 500
----------- -----------
Total Securities 125,415 130,292
Loans
Secured by Real Estate 193,563 194,383
To Finance Agriculture & Farmers 2,495 2,598
Commercial & Industrial 36,607 37,693
Individuals for Household & Personal 41,407 43,527
Obligations of State & Political
Tax Exempt 112 164
Other Loans 1,112 204
----------- -----------
Total Loans 275,296 278,569
Less Reserve for
Loan Losses (3,190) (3,212)
----------- -----------
Net Loans 272,106 275,357
Bank Premises and Equipment 5,930 5,782
Deposit Intangibles 237 243
Other Assets 5,210 4,909
----------- -----------
Total Assets $ 431,672 $ 434,140
=========== ===========
LIABILITIES AND CAPITAL
Deposits
Demand $ 59,970 $ 62,608
NOW Accounts 46,351 45,938
Money Market Checking 56,751 53,393
Savings 37,353 37,226
Time Deposits 173,440 171,267
----------- -----------
Total Deposits 373,865 370,432
Securities Sold Under
Agmt. to Repurchase 9,400 7,695
Federal Funds Purchased 0 9,475
Other Liabilities 2,217 1,074
Stockholders' Equity
Common Stock 20,000 20,000
Surplus 13,554 13,554
Undivided Profits 12,483 11,434
Accumulated Other Comprehensive Income 153 476
----------- -----------
Total Stockholder's Equity 46,190 45,464
----------- -----------
Total Liabilities
and Stockholders' Equity $ 431,672 $ 434,140
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 MARCH 31
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 7,469 $ 7,731
Fees and other non-interest income 1,262 914
Interest paid (3,179) (3,383)
Cash paid to suppliers and employees (1,907) (2,068)
Income taxes paid (623) (59)
----------- -----------
Net cash provided by operating activities $ 3,022 $ 3,135
----------- -----------
Cash flows from investing activities
Maturities of securities 10,019 15,580
Proceeds from sales of securities 5,946 0
Purchases of securities- (11,541) (9,636)
Net (increase) decrease in loans 3,102 (2,197)
Proceeds from sale of equipment 0 0
Capital expenditures (321) (75)
Net (increase) decrease in other assets 10 (22)
Improvements of other real estate (162) 0
Proceeds from sale of other real estate 120 0
----------- -----------
Net cash provided by investing activities $ 7,173 $ 3,650
----------- -----------
Cash flows from financing activities
Net increase in certificates of deposit 2,173 10,513
Net increase in demand & savings deposits 1,259 467
Net decrease in federal funds purchased (9,475) (4,550)
Net increase in securities sold
under repurchase agreements 1,705 231
Dividends paid (640) (600)
----------- -----------
Net cash provided by (used in) financing activities $ (4,978) $ 6,061
----------- -----------
Net increase in cash and cash equivalents 5,217 12,846
Cash and cash equivalents at beginning of year 17,557 14,684
----------- -----------
Cash and cash equivalents at end of year $ 22,774 $ 27,530
=========== ===========
</TABLE>
5
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31 MARCH 31
1999 1998
----------- -----------
<S> <C> <C>
Reconciliation of net income to net cash provided by
operating activities
Net income $ 1,689 $ 1,632
----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation 173 134
Provision for loan losses 149 238
Loss (gain) on sale of assets 1 0
Provision for deferred taxes 0 0
Realized Gains on available for sale securities 0 0
Increase in taxes payable 42 707
(Increase) decrease in interest receivable (108) 85
Increase in interest payable 220 95
Increase in prepaid expenses (22) (98)
Increase in accrued expenses 893 331
Amortization and accretion (15) 30
Increase (decrease) in deferred income 6 (6)
Increase in fees receivable (6) (13)
----------- -----------
Total Adjustments $ 1,333 $ 1,503
----------- -----------
Net cash provided by operating activities $ 3,022 $ 3,135
=========== ===========
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans 162 0
Unrealized gain/loss available for sale securities (489) 20
</TABLE>
The accompanying notes are an integral part of these statements
6
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1998 AND 1999
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Accumulated
Other
Common Caital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income Income Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1997 20,000 13,554 7,626 156 41,336
Comprehensive income:
Net income 1,632 1,632 1,632
Other comprehensive income net of tax:
Unrealized holding gains arising during the period
(net of tax, $6,735) 13
----------
Other comprehensive income (net of tax, $6,735) 13 13 13
----------
Total comprehensive income 1,645
==========
Cash dividends ($0.15 per share) (600) (600)
---------- ---------- ---------- ---------- ----------
Balances, March 31, 1998 $ 20,000 $ 13,554 $ 8,658 $ 169 $ 42,381
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other
Common Caital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income Income Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1998 20,000 13,554 11,434 476 45,464
Comprehensive income:
Net income 1,689 1,689 1,689
Other comprehensive income net of tax:
Unrealized holding (losses) arising during the period
(net of tax, $166,356) (323)
----------
Other comprehensive income (net of tax, $166,356) (323) (323) (323)
----------
Total comprehensive income 1,366
==========
Cash dividends ($0.16 per share) (640) (640)
---------- ---------- ---------- ----------
Balances, March 31, 1999 $ 20,000 $ 13,554 $ 12,483 $ 153 $ 46,190
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
7
<PAGE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying financial statements of Virginia Financial
Corporation and its Subsidiary have not been audited by independent accountants
except for the balance sheet at December 31, 1998. In the opinion of the
company's management, the financial statements reflect all adjustments necessary
to present fairly the results of operations for the three month periods ended
March 31, 1999 and 1998, the company's financial position at March 31, 1999 and
December 31, 1998, and cash flows for the three month periods ended March 31,
1999 and 1998. These adjustments are of a normal recurring nature.
On November 14, 1996, the shareholders approved an Agreement and Plan
of Reorganization and related Plan of Share Exchange, relating to the adoption
of a bank holding company, Virginia Financial Corporation (herein after referred
to as "the Company"), which serves as the holding company of the Bank. This
transaction was consumated on January 2, 1997.
Note 2. Securities as of March 31, 1999 and December 31, 1998 are summarized
below.
<TABLE>
<CAPTION>
(000 Omitted)
March 31, 1999 December 31, 1998
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
---- ------ ----------- ---- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Securities Available for Sale
U.S. Treasury Securities $ 9,146 $ 9,216 $ 70 $ 11,139 $ 11,254 $ 115
U.S. Agency Securities 43,163 43,307 144 48,163 48,646 483
Obligations of State and
Political Subdivisions 12,194 12,224 30 9,910 10,031 121
Other Securities 7,759 7,747 (12) 8,371 8,373 2
----------- ----------- ----------- ---------- ---------- ------------
Total Securities Available for Sale $ 72,262 $ 72,494 $ 232 $ 77,583 $ 78,304 $ 721
=========== =========== =========== ========== ========== ============
Securities Held to Maturity
U.S. Treasury Securities $ 972 $ 976 $ 4 $ 0 $ 0 $ 0
U.S. Agency Securities 32,070 31,828 (242) 32,190 32,131 (59)
Obligations of State and
Political Subdivisions 19,392 19,666 274 19,798 20,180 382
Other Securities 487 487 0 0 0 0
----------- ----------- ----------- ---------- ---------- ------------
Total Securities Held to Maturity $ 52,921 $ 52,957 $ 36 $ 51,988 $ 52,311 $ 323
=========== =========== =========== ========== ========== ============
</TABLE>
8
<PAGE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
Note 3. The consolidated loan portfolio, stated at face amount, is composed of
the following:
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Real Estate Loans:
Construction and Land Development $ 5,542 $ 20,065
Secured by Farm Land 3,922 1,284
Secured by 1-4 Family residential 115,367 113,477
Other Real Estate Loans 68,920 59,752
Loans to Farmers (Except Those Secured by Real Estate) 2,495 2,598
Commercial and Industrial Loans
(Except Those Secured by Real Estate) 36,607 37,693
Loans to Individuals for Personal Expenditures 41,545 43,676
All Other Loans 1,224 368
------------ ------------
Total Loans 275,622 278,913
Less Unearned Income Reflected in Loans 326 344
------------ ------------
Loans, Net of Unearned Income $ 275,296 $ 278,569
============ ============
</TABLE>
The Bank had loans in a Nonaccrual category of $1,973 on December 31, 1998 and
$1,784 on March 31, 1999
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
<TABLE>
<CAPTION>
For the Three Months Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Balance at Beginning of Period 3,212 3,753
Charge-Offs (191) (176)
Recoveries 20 12
------------ ------------
Net Charge-Offs (171) (164)
Provision for Loan Losses 149 238
------------ ------------
Balance at End of Period $ 3,190 $ 3,827
============ ============
</TABLE>
Note 5. New Accounting Pronouncements
In June 1998, The Financial Accounting Standards
Board issued Statement No. 133, 'Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes
accounting and reporting standards for derivative financial
instruments and other similar financial instruments and for hedging
activities. The Statement also allows securities classified as
held-to-maturity to be transferred to the available-for-sale
category at the date of initial application of this standard.
Statement No 133 is effective for all fiscal years beginning after
June 15, 1999. Management is currently reviewing this statement to
determine the impact, if any, it will have since the Company does
not currently employ such derivative instruments and does not
intend to do so in the future.
The effects of these Statements on the company's
consolidated financial statements are not expected to be material.
9
<PAGE>
Part 1
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net income for the first quarter of 1999 was $1,689,000 compared to
$1,632,000 for the first quarter of 1998. This represents an increase of $57,000
or 3.49%. Interest income decreased $28,000 and Total Earning Assets decreased
$725,000, and the yield on average earning assets decreased from 8.10% to 7.73%
comparing the first quarter of 1999 to the first quarter 1998. Interest-bearing
liabilities decreased by $1,699,000 and interest expense decreased $78,000
comparing the two quarters. The interest spread decreased from 3.58% to 3.41%
comparing the first quarter of 1999 and 1998. Non-interest income increased
$341,000 the first quarter of 1999 compared to 1998. This increase was due to
increases in fee income and fiduciary income. Non-interest expense increased the
first quarter of 1999 compared to the first quarter of 1998 by $448,000. This
increase was due to increases in salaries and employee benefits and other
non-interest operating expenses.
Financial Condition
Total assets decreased $2,468,000 the first quarter of 1999 compared to
an increase of $8,832,000 the first quarter of 1998. Deposit growth was
$3,433,000 the first quarter of 1999 and $10,980,000 the first quarter of 1998.
The deposit growth in 1999 was in Money Market Checking and Time Deposits, while
in 1998 it was primarily in Time Deposits. The investment portfolio was reduced
by $4,877,000 the first quarter of 1999 and reduced by $5,927,000 the first
quarter of 1998. The reduction in the investment portfolio along with a decrease
in Cash & Due From Banks of $2,208,000 in 1999 were used to increase Federal
Funds sold by $7,425,000. During the first quarter of 1998 the deposit growth
and the reduction of the investment portfolio was used to fund loan growth of
$1,959,000, Federal Funds sold by $12,050,000 and the reduction of Federal Funds
purchased by $4,550,000.
Future Operations
The Bank opened, effective April 23, 1999, an office at 100 Lucy Lane,
Waynesboro, Virginia, providing another full service bank to the Waynesboro
area. The Bank has also been continuing its construction of a 4,000 square foot
branch located at 1197 North Lee Highway, Lexington, Virginia. The anticipated
opening date of this branch is July 30, 1999. The expansion in Waynesboro,
Virginia will provide Planters Bank with relief from the overflow of the present
office at Poplar and Ohio Street plus serve the southern portion of the city.
The expansion in Lexington, Virginia will provide the Bank with a presence in
that market area.
Year 2000
In 1997, the Corporation initiated a review and assessment of all data
processing systems, hardware and software to confirm that it will function
properly in the Year 2000. Based on this assessment, the Corporation's data
processing systems, hardware and banking software are currently Year 2000
compliant. However, testing is required to confirm this. Testing began in the
second quarter of 1998 and will continue through the second quarter of 1999. For
certain other systems, the Corporation has replaced or modified, or will replace
or modify, certain pieces of hardware and/or software so that the systems will
properly function in the Year 2000. For systems on which the Corporation relies
on third party vendors, these vendors have been contacted and have indicated
that the hardware and/or software will be Year 2000 compliant.
The Corporation has also initiated formal communications with all
significant loan customers to determine the extent to which the Corporation is
vulnerable to those third parties' failures to remedy their own Year 2000
issues. The Corporation believes that exposure to customers who are not Year
2000 compliant is minimal
The Corporation plans to complete the majority of the Year 2000 project
by June 30, 1999. To date, the Corporation has expensed $22,776 related to the
assessment of, and efforts in connection with, the Year 2000 issue. Remaining
expenditures are not expected to have material effects on the Corporation's
consolidated statements.
Part 1
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in information reported as of
December 31, 1998, in Form 10-K.
10
<PAGE>
<TABLE>
<CAPTION>
VIRGINIA FINANCIAL CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
(000 Omitted)
Three Months Ended March 31
1999 1998
Average Income/ Yield/ Average Income/ Yield/
ASSETS Balance Expense Rate Balance Expense Rate
----------- --------- ---------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Securities:
Taxable $ 99,110 $ 1,477 5.96% $ 92,863 $ 1,384 5.96%
Tax-exempt (1) 27,782 462 6.65% 15,405 256 6.65%
----------- --------- ---------- ----------- --------- --------
Total Securities $ 126,892 $ 1,939 6.11% $ 108,268 $ 1,640 6.06%
Loans (net of earned income):
Taxable 271,977 5,798 8.53% 269,208 6,034 8.97%
Tax-Exempt (1) 131 2 6.11% 339 5 5.90%
----------- --------- ---------- ----------- --------- --------
Total Loans 272,108 5,800 8.53% 269,547 6,039 8.96%
Fed Funds Sold and Repurchase Agreemen s 3,486 41 4.70% 4,446 60 5.40%
----------- --------- ---------- ----------- --------- --------
Total Earning Assets 402,486 7,780 7.73% 382,261 7,739 8.10%
Less Allowance for Loan Losses (3,250) (3,827)
Total Nonearning Assets 29,409 26,241
----------- -----------
Total Assets $ 428,645 $ 404,675
=========== ===========
LIABILITIES AND SHAREHOLDER EQUITY
Interest bearing deposits:
NOW Accounts $ 45,326 $ 282 2.49% $ 41,558 $ 285 2.74%
Money Market Savings 55,340 470 3.40% 58,263 564 3.81%
Regular Savings 36,821 270 2.93% 34,534 253 2.93%
Certificates of Deposit:
Less than $100,000 146,562 1,923 5.25% 146,573 1,974 5.39%
$100,000 and More 25,827 325 5.03% 20,829 319 6.13%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Deposits 309,876 3,270 4.22% 301,757 3,395 4.50%
Fed Funds Purchased 2,435 23 3.78% 568 8 5.63%
Short Term Borrowings 9,506 106 4.46% 5,613 74 5.27%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Liabilities 321,817 3,399 4.32% 307,938 3,477 4.52%
Noninterest Bearing Liabilities
Demand Deposits 58,764 52,572
Other Liabilities 2,089 2,048
----------- -----------
Total Liabilities 382,670 362,558
Stockholders' Equity 45,975 42,117
----------- -----------
Total Liabilities and Stockholders' Equity $ 428,645 $ 404,675
Net Interest Income 4,381 4,262
Interest Rate Spread 3.41% 3.58%
Interest Expense as a Percent of Average
Earning Assets 3.38% 3.64%
Net Interest Margin 4.35% 4.46%
</TABLE>
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1998 and 1999
11
<PAGE>
VIRGINIA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 1999 neither the corporation nor the bank was a party
to any legal proceedings.
ITEM 2. NOT APPLICABLE
ITEM 3. NOT APPLICABLE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the Quarter ended March 31, 1999.
ITEM 5. NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the Quarter ended March 31,
1999.
Exhibit 27 See attached.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Virginia Financial Corporation
(Registrant)
Date May 17, 1999 /s/ Fred D. Bowers
- -------------------------- ---------------------------------------
Fred D. Bowers, Secretary/Treasurer
(Principal Accounting Officer and Duly
Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 15,349
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,425
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 72,494
<INVESTMENTS-CARRYING> 52,921
<INVESTMENTS-MARKET> 52,957
<LOANS> 275,296
<ALLOWANCE> 3,190
<TOTAL-ASSETS> 431,672
<DEPOSITS> 373,865
<SHORT-TERM> 9,400
<LIABILITIES-OTHER> 2,217
<LONG-TERM> 0
0
0
<COMMON> 20,000
<OTHER-SE> 26,190
<TOTAL-LIABILITIES-AND-EQUITY> 431,672
<INTEREST-LOAN> 5,799
<INTEREST-INVEST> 1,782
<INTEREST-OTHER> 41
<INTEREST-TOTAL> 7,622
<INTEREST-DEPOSIT> 3,270
<INTEREST-EXPENSE> 3,399
<INTEREST-INCOME-NET> 4,223
<LOAN-LOSSES> 149
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,912
<INCOME-PRETAX> 2,430
<INCOME-PRE-EXTRAORDINARY> 2,430
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,689
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
<YIELD-ACTUAL> 4.35
<LOANS-NON> 1,784
<LOANS-PAST> 271
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,212
<CHARGE-OFFS> 191
<RECOVERIES> 20
<ALLOWANCE-CLOSE> 3,190
<ALLOWANCE-DOMESTIC> 3,190
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>