<PAGE>
================================================================================
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 September 30, 2000
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 November 13, 2000: 3,981,008
================================================================================
<PAGE>
VIRGINIA FINANCIAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 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 11
Part II. Other Information
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 13
Exhibit 11 14
Exhibit 27 15
</TABLE>
<PAGE>
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
SEPT 30 SEPT 30
2000 1999
------------ -----------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 5,252 $ 4,084
To Finance Agriculture & Farmers 60 61
Commercial & Industrial 957 850
Individuals for Household & Personal 771 795
Obligations of State & Political Tax-Exempt 60 0
Other 10
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 1,329 1,389
State & Political-Taxable 100 81
State & Political-Tax Exempt 425 386
Other Domestic Debt Securities 11 17
Equity Securities 57 70
Interest on Earning Deposits Due From Banks 3 103
Interest on Federal Funds Sold 35 49
----------- -----------
Total Interest Income 9,060 7,895
----------- -----------
Interest Expense:
Interest on Deposits:
NOW Accounts 310 296
Money Market Accounts 572 516
Other Savings Deposits 311 293
CD's of 100M or More 457 332
All Other Time Deposits 2,356 1,901
Interest on Fed Funds Purch'd
& Repurchase Agreements 228 159
Interest on Other Borrowed Money 174 -
----------- -----------
Total Interest Expense 4,408 3,497
----------- -----------
Net Interest Income 4,652 4,398
Provision for Loan Losses 155 287
----------- -----------
Net Interest Income after Provision for Loan Losses 4,497 4,111
----------- -----------
Noninterest Income:
Trust Department Income 324 324
Service Charges on Deposit Accts. 382 306
Other Fee Income 383 411
All Other Non-Interest Income 41 22
----------- -----------
Total Noninterest Income 1,130 1,063
----------- -----------
Gains of securities 3 24
----------- -----------
Noninterest Expense:
Salaries & Employee Benefits 1,828 2,004
Expense of Premises & Fixed Assets 469 392
Computer Services 273 237
Other Non-Interest Expense 864 775
----------- -----------
Total Non-Interest Expense 3,434 3,408
----------- -----------
Income Before Income Taxes 2,196 1,790
Provision for Income Taxes 604 481
----------- -----------
Net Income $ 1,592 $ 1,309
=========== ===========
Per Share Data, Net Income, basic and diluted $ 0.40 $ 0.33
Cash Dividends $ 0.17 $ 0.16
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Nine Months Ended
SEPT 30 SEPT 30
2000 1999
----------- ----------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 14,794 $ 12,070
To Finance Agriculture & Farmers 181 193
Commercial & Industrial 2,852 2,612
Individuals for Household & Personal 2,312 2,486
Obligations of State & Political Tax-Exempt 69 2
Other - 23
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 4,022 3,992
State & Political-Taxable 288 188
State & Political-Tax Exempt 1,311 1,005
Other Domestic Debt Securities 32 39
Equity Securities 157 258
Interest on Earning Deposits Due From Banks 34 103
Interest on Federal Funds Sold 69 194
----------- -----------
Total Interest Income 26,121 23,165
----------- -----------
Interest Expense:
Interest on Deposits:
NOW Accounts 919 870
Money Market Accounts 1,576 1,468
Other Savings Deposits 927 841
CD's of 100M or More 1,135 994
All Other Time Deposits 6,557 5,670
Interest on Fed Funds Purch'd
& Repurchase Agreements 619 406
Interest on Other Borrowed Money 539 -
----------- -----------
Total Interest Expense 12,272 10,249
----------- -----------
Net Interest Income 13,849 12,916
Provision for Loan Losses 561 698
----------- -----------
Net Interest Income after Provision for Loan Losses 13,288 12,218
----------- -----------
Noninterest Income:
Trust Department Income 1,177 1,090
Service Charges on Deposit Accts. 1,117 917
Other Fee Income 1,084 1,355
All Other Non-Interest Income 115 289
----------- -----------
Total Noninterest Income 3,493 3,651
----------- -----------
Gains of securities 19 66
----------- -----------
Noninterest Expense:
Salaries & Employee Benefits 5,702 5,337
Expense of Premises & Fixed Assets 1,416 1,108
Computer Services 832 647
Other Non-Interest Expense 2,430 2,307
----------- -----------
Total Non-Interest Expense 10,380 9,399
----------- -----------
Income Before Income Taxes 6,420 6,536
Provision for Income Taxes 1,776 1,920
----------- -----------
Net Income $ 4,644 $ 4,616
=========== ===========
Per Share Data, Net Income, basic and diluted $ 1.17 $ 1.15
Cash Dividends $ 0.51 $ 0.48
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
SEPT 30 DECEMBER 31
2000 1999
---------- -----------
<S> <C>
Assets
Cash & Due from Banks $ 14,922 $ 24,918
Interest Earning Deposits Due From Banks 94 3,240
Federal Funds Sold - -
Securities (fair value: 2000, $131,382;
1999, $135,434) 132,624 137,203
Loans held for resale 1,265 1,017
Loans, net of allowance for loan losses, 2000, $3,841;
1999, $3,470 325,436 290,496
Bank Premises and Equipment, net 7,498 7,617
Deposit Intangibles 2,062 2,180
Other Assets 6,703 6,710
----------- -----------
Total Assets $ 490,604 $ 473,381
=========== ===========
Liabilities and Stockholders' Equity
Liabilities
Deposits
Demand $ 68,800 $ 64,052
NOW Accounts 52,246 50,454
Money Market Checking 57,288 53,835
Savings 41,400 42,257
Time Deposits 199,328 186,767
----------- -----------
Total Deposits 419,062 397,365
Securities Sold Under
Agmt. to Repurchase 14,160 9,725
Other Borrowed Money 5,000 15,000
Federal Funds Purchased 1,500 3,900
Other Liabilities 1,887 1,271
----------- -----------
Total Liabilities $ 441,609 $ 427,261
----------- -----------
Stockholders' Equity
Common Stock $ 19,905 $ 19,986
Surplus 13,027 13,478
Undivided Profits 17,000 14,389
Accumulated Other Comprehensive Loss (937) (1,733)
----------- -----------
Total Stockholders' Equity $ 48,995 $ 46,120
----------- -----------
Total Liabilities
and Stockholders' Equity $ 490,604 $ 473,381
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE>
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Nine Months Ended
SEPT 30 SEPT 30
2000 1999
----------- -----------
<S> <C>
Cash Flows from Operating Activities
Interest received $ 25,568 $ 22,422
Fees and other non-interest income 3,494 3,545
Interest paid (12,078) (10,059)
Origination of loans available for sale (21,607) (49,890)
Proceeds from sale of loans availabe for sale 21,359 53,859
Cash paid to suppliers and employees (8,878) (8,311)
Income taxes paid (1,622) (2,084)
----------- -----------
Net cash provided by operating activities $ 6,236 $ 9,482
----------- -----------
Cash Flows from Investing Activities
Proceeds from maturities and calls of securities $ 6,914 $ 35,444
Proceeds from sales of securities 2,639 18,513
Purchases of securities (3,582) (72,576)
Net increase in loans (35,863) (5,093)
Proceeds from sale of equipment - 226
Capital expenditures (572) (2,411)
Net increase in other assets (233) (2,102)
Proceeds from sale of other real estate 152 422
----------- -----------
Net cash used in investing activities $ (30,545) $ (27,577)
----------- -----------
Cash Flows from Financing Activities
Net increase in certificates of deposit $ 12,561 $ 16,810
Net increase in demand & savings deposits 9,136 17,505
Net decrease in federal funds purchased (2,400) (2,850)
Net decrease in Federal Home Loan Bank advances (10,000) -
Net increase in securities sold
under repurchase agreements 4,435 2,495
Payment to repurchase common stock (532) (90)
Dividends paid (2,033) (1,920)
----------- -----------
Net cash provided by financing activities $ 11,167 $ 31,950
----------- -----------
Net increase (decrease) in cash and cash equivalent $ (13,142) $ 13,855
Cash and cash equivalents at beginning of year 28,158 17,557
----------- -----------
Cash and cash equivalents at end of year $ 15,016 $ 31,412
=========== ===========
</TABLE>
6
<PAGE>
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Nine Months Ended
SEPT 30 SEPT 30
2000 1999
----------- ----------
<S> <C>
Reconciliation of net income to net cash provided by
operating activities
Net income $ 4,644 $ 4,616
----------- ----------
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation $ 691 $ 554
Provision for loan losses 561 698
Gain on sale of assets 176 (128)
Provision for deferred taxes - -
Origination of loans available for sale (21,607) (49,890)
Proceeds from sale of loans availabe for sale 21,359 53,859
Gain on sale of securities (19) (66)
Increase in taxes payable - -
Increase in interest receivable (377) (604)
Increase in interest payable 194 190
(Increase) decrease in prepaid expenses 128 (288)
Increase in accrued expenses 433 521
Premium amortization (discount accretion)
on securities, net 62 (8)
Increase (decrease) in deferred income (11) 6
Decrease in fees receivable 2 22
----------- ----------
Total Adjustments $ 1,592 $ 4,866
----------- ----------
Net cash provided by operating activities $ 6,236 $ 9,482
=========== ==========
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans 363 540
=========== ==========
Unrealized gain (loss) on securities available for sale 1,207 (2,420)
=========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
7
<PAGE>
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPT 30, 1999 AND 2000
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
--------- ---------- ---------- ------------- ------------ -------
<S> <C>
Balance, December 31, 1998 20,000 13,554 11,434 476 45,464
Comprehensive income:
Net income 4,616 4,616 4,616
Other comprehensive income net of tax,
Unrealized holding (losses) arising
during the period (net of tax, ($800,428)) (1,554)
Reclassification adjustment (net of tax, $22,391) (43)
----------
Other comprehensive income (net of tax, $822,819) (1,597) (1,597) (1,597)
----------
Total comprehensive income 3,019
==========
Cash dividends ($0.48 per share) (1,920) (1,920)
Stock repurchase of 2,800 shares (14) (76) (90)
--------- ---------- --------- ---------- ---------
Balance, September 30, 1999 $ 19,986 $ 13,478 $ 14,130 $ (1,121) $ 46,473
========= ========== ========= ========== =========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
--------- ---------- ---------- ------------- ------------ -------
<S> <C>
Balance, December 31, 1999 19,986 13,478 14,389 (1,733) 46,120
Comprehensive income:
Net income 4,644 4,644 4,644
Other comprehensive income net of tax:
Unrealized holding gains arising
during the period (net of tax, $416,860) 809
Reclassification adjustment (net of tax, $6,595) (13)
----------
Other comprehensive income (net of tax, $410,265) 796 796 796
----------
Total comprehensive income 5,440
==========
Cash dividends ($0.51 per share) (2,033) (2,033)
Stock repurchase of 16,190 shares (81) (451) (532)
--------- --------- ---------- ---------- ---------
Balance, September 30, 2000 $ 19,905 $ 13,027 $ 17,000 $ (937) $ 48,995
========= ========== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these statements
8
<PAGE>
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, 1999. 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 and nine month periods
ended September 30, 2000 and 1999, the company's financial position at September
30, 2000 and December 31, 1999, and cash flows for the three and nine month
periods ended September 30, 2000 and 1999. 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 September 30, 2000 and December 31, 1999 are
summarized below.
<TABLE>
<CAPTION>
(IN THOUSANDS OF DOLLARS)
Sept 30, 2000 December 31, 1999
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
---- ------ ----------- ---- ------ -----------
<S> <C>
Securities Available for Sale
U.S. Treasury Securities $ 6,740 $ 6,742 $ 2 $ 8,257 $ 8,128 $ (129)
U.S. Agency Securities 34,576 33,965 (611) 34,581 33,743 (838)
Obligations of State and
Political Subdivisions 30,514 29,882 (632) 28,874 27,395 (1,479)
Other Securities 4,502 4,325 (177) 5,189 5,009 (180)
----------- ---------- ------------ ---------- ---------- ------------
Total Securities Available for Sale $ 76,332 $ 74,914 $ (1,418) $ 76,901 $ 74,275 $ (2,626)
=========== ========== ============ ========== ========== ============
Securities Held to Maturity
U.S. Treasury Securities $ 4,492 $ 4,464 $ (28) $ 4,489 $ 4,431 $ (58)
U.S. Agency Securities 40,288 39,204 (1,084) 41,285 39,833 (1,452)
Obligations of State and
Political Subdivisions 12,930 12,800 (130) 17,154 16,895 (259)
Other Securities - - - - - -
----------- ---------- ------------ ---------- ---------- ------------
Total Securities Held to Maturity $ 57,710 $ 56,468 $ (1,242) $ 62,928 $ 61,159 $ (1,769)
=========== ========== ============ ========== ========== ============
</TABLE>
9
<PAGE>
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
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>
Sept 30, 2000 December 31, 1999
------------- -----------------
<S> <C>
Real Estate Loans:
Construction and Land Development $ 15,627 $ 8,674
Secured by Farmland 3,832 3,915
Secured by 1-4 Family residential 135,240 122,411
Other Real Estate Loans 93,102 82,281
Loans to Farmers (Except Those Secured by Real Estate) 2,392 2,883
Commercial and Industrial Loans
(Except Those Secured by Real Estate) 36,946 33,874
Loans to Individuals for Personal Expenditures 37,238 39,974
All Other Loans 5,242 277
------------ ------------
Total Loans 329,619 294,289
Less, Unearned Income Reflected in Loans 342 323
------------ ------------
Loans, Net of Unearned Income $ 329,277 $ 293,966
============ ============
</TABLE>
The Bank had loans in a Nonaccrual category of $1,064 on December 31, 1999 and
$1,399 on September 30, 2000.
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
For the Nine Months Ended
Sept 30, 2000 Sept 30, 1999
------------- -------------
Balance at Beginning of Period 3,470 3,212
Charge-Offs (264) (692)
Recoveries 74 62
------------ ------------
Net Charge-Offs (190) (630)
Provision for Loan Losses 561 698
------------ ------------
Balance at End of Period $ 3,841 $ 3,280
============ ============
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 third quarter of 2000 was $1,592,000 compared to
$1,309,000 for the third quarter of 1999. This represents a increase of
$283,000 or 21.6%. Interest income increased $1,165,000 or 14.8% and total
average earning assets increased $37,421,000 or 9.1%. The yield on average
earning assets was 8.0% and 7.7% through the third quarters of 2000 and 1999
respectively. Interest expense increased $911,000 or 26.1% and total average
interest bearing liabilities increased $37,538,000 or 11.4%. The cost of funds
was 4.5% and 4.2% for the first nine months ended of 2000 and 1999. The net
interest spread was 3.5% each for the same nine months ended of 2000 and 1999.
Non-interest income increased $67,000 or 6.3% the third quarter of 2000
compared to 1999. This increase was due to an increase in the fees for service
charges. Non-interest expense increased $26,000 or .8% the third quarter of
2000 compared to 1999. This increase was due to increases in premises and fixed
asset expenses, computer services, and other non-interest expenses of $202,000
which were due to the addition of four new branches during the second half of
1999. Along with the increase of those expenses, salary expenses decreased
$176,000 due to declined activity in the secondary mortgage area and an increase
in employee turnover.
Financial Condition
-------------------
Total assets increased $198,000 the third quarter of 2000 compared to a
increase of $35,179,000 the third quarter of 1999.
During the third quarter of 2000, cash & due from banks decreased
$5,976,000 and the investment portfolio was reduced by $993,000. These sources
of funds were used to fund loan growth of $7,200,000.
During the third quarter of 1999, deposit growth was $30,350,000; federal
funds purchased increased by $6,625,000 and cash & due from banks decreased by
$1,084,000. These sources of funds were used to increase interest earning
deposits due from banks by $16,143,000 and the investment portfolio by
$19,132,000.
Future Operations
-----------------
Planters Bank & Trust Company of Virginia has completed the purchase of 6
acres of land located in the Greenhills Industrial and Technological Park,
Staunton, Virginia at a cost of $127,055. The Bank is in the process of
constructing an 18,000 square foot operations center on this property. The new
operations center will house the bank's proof and transit department, secondary
mortgage department and other operational support departments. The new building
will help alleviate the present overcrowded condition at the main office
location. The total cost for this operations facility is estimated to be
$1,370,000.
Part 1
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in information reported as of December
31, 1999, in Form 10-K.
11
<PAGE>
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
<TABLE>
<CAPTION>
(000 Omitted)
Nine Months Ended Sept 30
2000 1999
Average Income/ Yield/ Average Income/ Yield/
ASSETS Balance Expense Rate Balance Expense Rate
----------- --------- ---------- ----------- --------- --------
<S> <C>
Securities:
Taxable $ 97,136 $ 4,518 6.20% $ 100,651 $ 4,487 5.94%
Tax-exempt (1) 37,140 1,987 7.13% 30,161 1,523 6.73%
----------- --------- ---------- ----------- --------- --------
Total Securities $ 134,276 $ 6,505 6.46% $ 130,812 $ 6,010 9.19%
Loans (net of earned income):
Taxable 310,975 20,138 8.63% 272,951 17,385 8.49%
Tax-Exempt (1) 1,697 104 8.17% 78 3 5.13%
----------- --------- ---------- ----------- --------- --------
Total Loans 312,672 20,242 8.63% 273,029 17,388 8.49%
Interest Earning Deposits Due From Banks 762 34 5.95% 2,482 103 5.53%
Fed Funds Sold and Repurchase Agreements 1,462 69 6.29% 5,428 194 4.77%
----------- --------- ---------- ----------- --------- --------
Total Earning Assets 449,172 26,850 7.97% 411,751 23,695 7.67%
--------- --------- --------
Less Allowance for Loan Losses (3,681) (3,261)
Total Nonearning Assets 34,708 31,030
----------- -----------
Total Assets $ 480,199 $ 439,520
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing deposits:
NOW Accounts $ 50,138 $ 919 2.44% $ 46,294 $ 870 2.51%
Money Market Savings 56,567 1,576 3.71% 57,041 1,468 3.43%
Regular Savings 41,564 927 2.97% 38,005 841 2.95%
Certificates of Deposit:
Less than $100,000 164,119 6,557 5.33% 149,255 5,671 5.07%
$100,000 and More 28,429 1,135 5.32% 26,194 994 5.06%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Deposits 340,817 11,114 4.35% 316,789 9,844 4.14%
Fed Funds Purchased & Repurchase Agreements 14,403 619 5.73% 11,866 406 4.56%
Other Borrowed Money 10,973 539 6.55% - - 0.00%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Liabilities 366,193 12,272 4.47% 328,655 10,250 4.16%
--------- ---------
Noninterest Bearing Liabilities
Demand Deposits 64,767 61,713
Other Liabilities 2,157 2,430
----------- -----------
Total Liabilities 433,117 392,798
Stockholders' Equity 47,082 46,722
----------- -----------
Total Liabilities and Stockholders' Equity $ 480,199 $ 439,520
=========== ===========
Net Interest Income $14,578 $ 13,445
========= =========
Interest Rate Spread 3.50% 3.51%
Interest Expense as a Percent of Average
Earning Assets 3.64% 3.32%
Net Interest Margin 4.33% 4.35%
</TABLE>
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1999 and 2000
12
<PAGE>
VIRGINIA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of September 30, 2000 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 September 30, 2000.
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the Quarter ended September
30, 2000.
(b) Exhibits
The following exhibits are filed with this Form 10-Q or incorporated by
reference to previous filings.
Number Description
------- -----------
Exhibit 3. (i) Articles of Incorporation incorporated by
reference to Exhibit 3.1 ofthe Company's Form
8-B successor registration statement filed
March 24, 1997.
(ii) Bylaws incorporated by reference to Exhibit
3.2 of the Company's Form 8-B successor
registration statement filed March 24, 1997.
Exhibit 11. EPS Computation attached.
Exhibit 27. Financial Data Schedule 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 November 13, 2000 /s/ Fred D. Bowers
------------------ -------------------------------------------
Fred D. Bowers, Secretary/Treasurer
(Principal Accounting Officer and Duly
Authorized Officer)
13
<PAGE>
Exhibit 11
Computation of Weighted Average Shares Outstanding and Earnings Per Share
Shares Outstanding End of Month - 3rd Quarter
2000
-----------
July 3,981,008
August 3,981,008
September 3,981,008
-----------
11,943,024
Divided by: 3 months
-----------
3,981,008
===========
Net Income 1,591,476
===========
Net Income Per Share - Basic & Diluted $ 0.40
Shares Outstanding End of Month - YTD
January 3,997,198
February 3,993,708
March 3,983,155
April 3,981,008
May 3,981,008
June 3,981,008
July 3,981,008
August 3,981,008
September 3,981,008
-----------
35,860,109
Divided by: 9 months
-----------
3,984,457
===========
Net Income 4,643,671
===========
Net Income Per Share - Basic & Diluted 1.17
14