============================================================================
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 June 30, 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 Aug 1, 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 5
Consolidated Statements of Cash Flows 6
Consolidated Statements of Changes
in Stockholders' Equity 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 11
Item 3. Quantitative and Qualitative Disclosure
about Market Risk 12
Part II. Other Information
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a
Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
<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
JUNE 30 JUNE 30
1999 1998
------------------- ---------------------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 3,992 $ 4,098
To Finance Agriculture & Farmers 64 77
Commercial & Industrial 891 883
Individuals for Household & Personal 828 917
Obligations of State & Political Tax-Exempt 1 3
Other 13 0
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 1,281 1,424
State & Political-Taxable 57 37
State & Political-Tax Exempt 313 194
Other Domestic Debt Securities 17 0
Equity Securities 87 5
Interest on Federal Funds Sold 104 78
----------- -----------
Total Interest Income 7,648 7,716
----------- -----------
Interest Expense:
Interest on Deposits:
NOW Accounts 292 301
Money Market Accounts 481 556
Other Savings Deposits 278 259
CD's of 100M or More 337 297
All Other Time Deposits 1,847 2,039
Interest on Fed Funds Purch'd
& Repurchase Agreements 118 83
----------- -----------
Total Interest Expense 3,353 3,535
----------- -----------
Net Interest Income 4,295 4,181
Provision for Loan Losses 263 170
----------- -----------
Net Interest Income after Provision for Loan Losses 4,032 4,011
----------- -----------
Noninterest Income:
Trust Department Income 379 312
Service Charges on Deposit Accts. 309 218
Other Fee Income 461 399
All Other Non-Interest Income 213 28
----------- -----------
Total Noninterest Income 1,362 957
----------- -----------
Noninterest Expense:
Salaries & Employee Benefits 1,707 1,471
Expense of Premise & Fixed Assets 366 283
Other Non-Interest Expense 1,005 762
----------- -----------
Total Non-Interest Expense 3,078 2,516
----------- -----------
Income Before Income Taxes 2,316 2,452
Provision for Income Taxes 698 776
----------- -----------
Net Income $ 1,618 $ 1,676
=========== ===========
Per Share Data Net Income, basic and diluted $ 0.40 $ 0.42
Cash Dividends $ 0.16 $ 0.15
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30 JUNE 30
1999 1998
------------------- ---------------------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 7,986 $ 8,265
To Finance Agriculture & Farmers 132 147
Commercial & Industrial 1,762 1,760
Individuals for Household & Personal 1,691 1,836
Obligations of State & Political Tax-Exempt 2 6
Other 13 0
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 2,603 2,771
State & Political-Taxable 107 74
State & Political-Tax Exempt 619 363
Other Domestic Debt Securities 22 0
Equity Securities 188 5
Interest on Federal Funds Sold 145 139
----------- -----------
Total Interest Income 15,270 15,366
----------- -----------
Interest Expense:
Interest on Deposits:
NOW Accounts 574 586
Money Market Accounts 952 1,120
Other Savings Deposits 548 512
CD's of 100M or More 662 616
All Other Time Deposits 3,769 4,013
Interest on Fed Funds Purch'd
& Repurchase Agreements 247 165
----------- -----------
Total Interest Expense 6,752 7,012
----------- -----------
Net Interest Income 8,518 8,354
Provision for Loan Losses 411 408
----------- -----------
Net Interest Income after Provision for Loan Losses 8,107 7,946
----------- -----------
Noninterest Income:
Trust Department Income 766 622
Service Charges on Deposit Accts. 610 435
Other Fee Income 1,010 774
All Other Non-Interest Income 244 53
----------- -----------
Total Noninterest Income 2,630 1,884
----------- -----------
Noninterest Expense:
Salaries & Employee Benefits 3,333 2,908
Expense of Premise & Fixed Assets 716 578
Other Non-Interest Expense 1,942 1,494
----------- -----------
Total Non-Interest Expense 5,991 4,980
----------- -----------
Income Before Income Taxes 4,746 4,850
Provision for Income Taxes 1,439 1,542
----------- -----------
Net Income $ 3,307 $ 3,308
=========== ===========
Per Share Data Net Income, basic and diluted $ 0.83 $ 0.83
Cash Dividends $ 0.32 $ 0.30
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
1999 1998
----------- -----------
<S> <C>
ASSETS
Cash & Due from Banks $ 16,353 $ 17,557
Federal Funds Sold 6,175 0
Securities -
U.S. Government 3,976 11,254
U.S. Agencies 83,692 80,836
Municipal Bonds 33,248 29,829
Equity Securities 5,416 7,873
Corporate Securities 1,223 500
----------- -----------
Total Securities 127,555 130,292
Loans
Secured by Real Estate 194,249 194,383
To Finance Agriculture & Farmers 2,642 2,598
Commercial & Industrial 36,494 37,693
Individuals for Household & Personal 40,285 43,527
Obligations of State & Political
Tax Exempt 59 164
Other Loans 1,476 204
----------- -----------
Total Loans 275,205 278,569
Less Reserve for
Loan Losses (3,193) (3,212)
----------- -----------
Net Loans 272,012 275,357
Bank Premises and Equipment 6,420 5,782
Deposit Intangibles 230 242
Other Assets 5,883 4,910
----------- -----------
Total Assets $ 434,628 $ 434,140
=========== ===========
LIABILITIES AND CAPITAL
Deposits
Demand $ 60,596 $ 62,608
NOW Accounts 46,077 45,938
Money Market Checking 56,703 53,393
Savings 37,873 37,226
Time Deposits 173,147 171,267
----------- -----------
Total Deposits 374,396 370,432
Securities Sold Under
Agmt. to Repurchase 11,970 7,695
Federal Funds Purchased 0 9,475
Other Liabilities 1,721 1,074
Stockholders' Equity
Common Stock 20,000 20,000
Surplus 13,554 13,554
Retained Earnings 13,461 11,434
Accumulated Other Comprehensive Income (474) 476
----------- -----------
Total Stockholder's Equity 46,541 45,464
----------- -----------
Total Liabilities
and Stockholders' Equity $ 434,628 $ 434,140
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30 JUNE
1999 1998
----------- -----------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 15,310 $ 15,227
Fees and other non-interest income 2,464 1,872
Interest paid (6,499) (6,738)
Cash paid to suppliers and employees (5,320) (4,301)
Income taxes paid (1,560) (1,703)
----------- -----------
Net cash provided by operating activities $ 4,395 $ 4,357
----------- -----------
Cash flows from investing activities
Maturities of securities 25,999 27,380
Proceeds from sales of securities 12,307 0
Purchases of securities (36,879) (31,048)
Net decrease in loans 2,934 1,806
Proceeds from sale of assets 226 1
Capital expenditures (1,089) (409)
Net increase in other assets (27) (31)
Other real estate acquired in settlement of loans (540) 0
Proceeds from sale of other real estate 161 0
----------- -----------
Net cash provided by (used in) investing activities $ 3,092 $ (2,301)
----------- -----------
Cash flows from financing activities
Net increase in certificates of deposit 1,881 8,040
Net increase in demand & savings deposits 2,083 1,056
Net decrease in federal funds purchased (9,475) (4,550)
Net increase in securities sold
under repurchase agreements 4,275 1,205
Dividends paid (1,280) (1,200)
----------- -----------
Net cash provided by (used in) financing activities $ (2,516) $ 4,551
----------- -----------
Net increase in cash and cash equivalents 4,971 6,607
Cash and cash equivalents at beginning of year 17,557 14,684
----------- -----------
Cash and cash equivalents at end of year $ 22,528 $ 21,291
=========== ===========
</TABLE>
6
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30 JUNE 30
1999 1998
----------- -----------
<S> <C>
Reconciliation of net income to net cash provided by
operating activities
Net income $ 3,307 $ 3,308
----------- -----------
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation 358 262
Provision for loan losses 411 408
Gain on sale of assets (133) 0
Provision for deferred taxes 0 0
Realized gain on available for sale securities (42) 0
Increase (decrease) in taxes payable 10 (61)
(Increase) decrease in interest receivable 138 (117)
Increase in interest payable 253 274
Increase in prepaid expenses (290) (269)
Increase in accrued expenses 398 529
Amortization and accretion (30) 41
Increase (decrease) in deferred income 5 (6)
(Increase) decrease in fees receivable 10 (12)
----------- -----------
Total Adjustments $ 1,088 $ 1,049
----------- -----------
Net cash provided by operating activities $ 4,395 $ 4,357
=========== ===========
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans 540 0
=========== ===========
Unrealized gain (loss) on securities available for sale (1,440) (8)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
7
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1998 AND 1999
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Accumulated
Other
Common Caital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income Income Total
---------- ---------- ---------- ----------- ---------- ----------
<S> <C>
Balances, December 31, 1997 20,000 13,554 7,626 155 41,335
Comprehensive income:
Net income 3,308 3,308 3,308
Other comprehensive income net of tax,
unrealized holding gains arising during
the period (net of tax, $2,590) (5) (5) (5)
----------
Total comprehensive income 3,303
==========
Cash dividends ($0.15 per share) (1,200) (1,200)
---------- ---------- ---------- ---------- ----------
Balances, June 30, 1998 20,000 13,554 9,734 150 43,438
========== ========== ========== ========== ==========
Accumulated
Other
Common Caital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income Income Total
---------- ---------- ---------- ---------- ---------- ----------
Balances, December 31, 1998 20,000 13,554 11,434 476 45,464
Comprehensive income:
Net income 3,307 3,307 3,307
Other comprehensive income net of tax,
unrealized holding (losses) arising during
the period (net of tax, $489,525) (950) (950) (950)
----------
Total comprehensive income 2,357
==========
Cash dividends ($0.16 per share) (1,280) (1,280)
---------- ---------- ---------- ---------- ----------
Balances, June 30, 1999 20,000 13,554 13,461 (474) 46,541
========== ========== ========== ---------- ==========
</TABLE>
The accompanying notes are an integral part of these statements
8
<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 six month periods ended June
30, 1999 and 1998, the company's financial position at June 30, 1999 and
December 31, 1998, and cash flows for the six month periods ended June 30, 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 will serve as the holding company of the Bank. This
transaction was consumated on January 2, 1997.
Note 2. Securities as of June 30, 1999 and December 31, 1998 are summarized
below.
<TABLE>
<CAPTION>
(IN THOUSANDS OF DOLLARS)
June 30, 1999 December 31, 1998
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
---------- ---------- ------------ --------- --------- ------------
<S> <C>
Securities Available for Sale
U.S. Treasury Securities $ 3,000 $ 3,004 $ 4 $ 11,139 $ 11,254 $ 115
U.S. Agency Securities 40,126 39,926 (200) 48,163 48,646 483
Obligations of State and
Political Subdivisions 14,561 14,111 (450) 9,910 10,031 121
Other Securities 6,225 6,152 (73) 8,371 8,373 2
----------- ----------- ----------- ---------- ---------- ------------
Total Securities Available for Sale $ 63,912 $ 63,193 $ (719) $ 77,583 $ 78,304 $ 721
=========== =========== =========== ========== ========== ============
Securities Held to Maturity
U.S. Treasury Securities $ 972 $ 987 $ 15 $ 0 $ 0 $ 0
U.S. Agency Securities 43,766 43,027 (739) 32,190 32,131 (59)
Obligations of State and
Political Subdivisions 19,137 19,112 (25) 19,798 20,180 382
Other Securities 487 493 6 0 0 0
----------- ----------- ----------- ---------- ---------- ------------
Total Securities Held to Maturity $ 64,362 $ 63,619 $ (743) $ 51,988 $ 52,311 $ 323
=========== =========== =========== ========== ========== ============
</TABLE>
9
<PAGE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Note 3. The consolidated loan portfolio, stated at face amount, is composed
of the following:
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C>
Real Estate Loans:
Construction and Land Development $ 4,419 $ 20,065
Secured by Farm Land 3,698 1,284
Secured by 1-4 Family residential 113,022 113,477
Other Real Estate Loans 73,405 59,752
Loans to Farmers (Except Those Secured by Real Estate) 2,642 2,598
Commercial and Industrial Loans
(Except Those Secured by Real Estate) 36,494 37,693
Loans to Individuals for Personal Expenditures 40,285 43,676
All Other Loans 1,535 368
------------ ------------
Total Loans 275,500 278,913
Less Unearned Income Reflected in Loans 295 344
------------ ------------
Loans, Net of Unearned Income $ 275,205 $ 278,569
============ ============
</TABLE>
The Bank had loans in a Nonaccrual category of $1,973 on December 31, 1998 and
$1,038 on June 30, 1999
<TABLE>
<CAPTION>
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
For the Six Months Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C>
Balance at Beginning of Period 3,212 3,753
------------ ------------
Charge-Offs (469) (637)
Recoveries 39 23
------------ ------------
Net Charge-Offs (430) (614)
Provision for Loan Losses 411 408
------------ ------------
Balance at End of Period $ 3,193 $ 3,547
============ ============
</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, 2000. 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.
10
<PAGE>
Part 1
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Net income for the second quarter of 1999 was $1,618,000 compared to
$1,676,000 for the second quarter of 1998. This represents a decrease of $58,000
or 3.46%. Interest income decreased $68,000 and Total Earning Assets increased
$74,000, and the yield on average earning assets decreased from 8.04% to 7.70%
comparing the second quarter of 1999 to the second quarter 1998.
Interest-bearing liabilities increased by $776,000 and interest expense
decreased $182,000 comparing the two quarters. The interest spread remained the
same comparing the second quarter of 1999 and 1998. Non-interest income
increased $405,000 the second quarter of 1999 compared to 1998. This increase
was due to increases in fee income, fiduciary income and gains from the sale of
available-for-sale securities and other assets. Non-interest expense increased
the second quarter of 1999 compared to the second quarter of 1998 by $562,000.
This increase was due to increases in salaries and employee benefits and other
non-interest operating expenses.
Financial Condition
- -------------------
Total assets increased $2,956,000 the second quarter of 1999 compared
to a decrease of $242,000 the second quarter of 1998. Assets the first six
months of 1999 increased $488,000 or 0.11% compared to an increase of $8,590,000
or 2.13% the first six months of 1998. Deposit growth was $531,000 the second
quarter of 1999 while it decreased $1,884,000 the second quarter of 1998.
Deposits the first six months of 1999 increased $3,964,000 or 1.07% compared to
an increase of $9,096,000 or 2.58% the first six months of 1998. The deposit
growth in 1999 has been in Money Market Checking and Time Deposits, while in
1998 it was primarily in Time Deposits. The investment portfolio was increased
by $2,140,000 the second quarter of 1999 and increased by $9,603,000 the second
quarter of 1998. Through the first six months of 1999, investments have
decreased $2,737,000 or 2.15% compared to an increase of $3,676,000 or 3.24% the
first six months of 1998. The reduction in the investment portfolio along with a
decrease in the loan portfolio of $3,364,000 and Cash & Due From Banks of
$1,204,000 in 1999 have been used to increase Federal Funds sold by $6,175,000.
During the first six months of 1998 the deposit growth and the reduction of the
loan portfolio was used to fund investment growth of $3,676,000, Federal Funds
sold by $475,000, and reduce the amount 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 September 15, 1999. Along with the construction
of two new branches, the bank has also purchased two other branches located at 9
Lloyd Tolley Road, Natural Bridge Station, Virginia and 2101 Forest Avenue,
Buena Vista, Virginia. Planters Bank will begin the operations of these branches
on August 20, 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 expansions in Lexington,
Buena Vista, and Natural Bridge Station, Virginia will provide the Bank with a
presence in those market areas.
Year 2000
- ---------
The Year 2000 issue involves the risk that the computer systems may not
be able to perform without interruption into the Year 2000. If computer systems
do not correctly recognize the date change from December 31, 1999 to January 1,
2000, computer applications that rely on the date field could fail or could
create erroneous results. Such erroneous results could affect interest payments
or due dates and could cause the temporary inability to process transactions and
to engage in ordinary business activities. The failure of the Corporation, its
suppliers, and its borrowers to address the Year 2000 issue could have a
materially adverse effect on the Corporation's financial condition, results of
operations, or liquidity.
11
<PAGE>
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 has continued 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 has completed the majority of the Year 2000 project as
of June 30, 1999. To date, the Corporation has expensed $23,403 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 financial 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.
12
<PAGE>
VIRGINIA FINANCIAL CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
<TABLE>
<CAPTION>
(000 Omitted)
Six Months Ended June 30
1999 1998
Average Income/ Yield/ Average Income/ Yield/
ASSETS Balance Expense Rate Balance Expense Rate
----------- --------- ---------- ----------- --------- --------
<S> <C>
Securities:
Taxable $ 97,778 $ 2,902 5.94% $ 95,924 $ 2,849 5.94%
Tax-exempt (1) 28,985 963 6.64% 16,486 550 6.67%
----------- --------- ---------- ----------- --------- --------
Total Securities $ 126,763 $ 3,865 6.10% $ 112,410 $ 3,399 6.05%
Loans (net of earned income):
Taxable 271,774 11,584 8.52% 269,342 12,008 8.92%
Tax-Exempt (1) 104 3 5.77% 313 10 6.39%
----------- --------- ---------- ----------- --------- --------
Total Loans 271,878 11,587 8.52% 269,655 12,018 8.92%
Fed Funds Sold and Repurchase Agreements 6,209 145 4.67% 5,128 139 5.42%
----------- --------- ---------- ----------- --------- --------
Total Earning Assets 404,850 15,597 7.70% 387,193 15,556 8.04%
Less Allowance for Loan Losses (3,250) (3,846)
Total Nonearning Assets 30,449 25,925
----------- -----------
Total Assets $ 432,049 $ 409,272
=========== ===========
LIABILITIES AND SHAREHOLDER EQUITY
Interest bearing deposits:
NOW Accounts $ 45,749 $ 574 2.51% $ 42,426 $ 586 2.76%
Money Market Savings 55,848 952 3.41% 57,933 1,120 3.87%
Regular Savings 37,164 548 2.95% 34,745 512 2.95%
Certificates of Deposit:
Less than $100,000 146,636 3,769 5.14% 146,267 4,013 5.49%
$100,000 and More 26,382 662 5.02% 22,560 616 5.46%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Deposits 311,779 6,505 4.17% 303,931 6,847 4.51%
Fed Funds Purchased 1,076 24 4.46% 313 10 6.39%
Short Term Borrowings 10,210 223 4.37% 5,892 155 5.26%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Liabilities 323,065 6,752 4.18% 310,136 7,012 4.52%
Noninterest Bearing Liabilities
Demand Deposits 60,445 54,265
Other Liabilities 2,237 2,253
----------- -----------
Total Liabilities 385,747 366,654
Stockholders' Equity 46,302 42,618
----------- -----------
Total Liabilities and Stockholders' Equity $ 432,049 $ 409,272
=========== ===========
Net Interest Income 8,845 8,544
Interest Rate Spread 3.52% 3.52%
Interest Expense as a Percent of Average
Earning Assets 3.34% 3.62%
Net Interest Margin 4.37% 4.41%
</TABLE>
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1998 and 1999
13
<PAGE>
VIRGINIA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 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
Virginia Financial Corporation's annual meeting of shareholders was
held on Monday, April 26, 1999 at the Corporation's main banking facility in
Staunton, Virginia. Information relating to the solicitation of proxies required
by this item is incorporated by reference from the Corporation's proxy statement
dated March 26, 1999 for the Corporation's Annual Meeting of Shareholders held
April 26, 1999, filed with the Commission on March 26, 1999.
One item was submitted to the shareholders to be voted upon; the
election of directors of the company.
The votes cast for or against the election of directors of the
company were as follows:
Name For Against
---- --- -------
Lee S. Baker 3,119,377 734
Benham M. Black 3,117,343 2,768
Harry V. Boney, Jr. 3,112,961 7,150
William P. Heath, Jr. 3,119,887 224
Jan S. Hoover 3,119,031 1,080
Martin F. Lightsey 3,119,887 224
James S. Quarforth 3,117,575 2,536
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 June 30,
1999.
Exhibit 27 See attached.
14
<PAGE>
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 Aug 10, 1999 /s/Fred D. Bowers
- ------------------------------- -----------------------------------------
Fred D. Bowers, Secretary/Treasurer
(Principal Accounting Officer and
Duly Authorized Officer)
15
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