<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------
Commission File Number 000-22747
----------
Virginia Commonwealth Financial Corporation
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1542438
- ----------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
102 South Main Street, Culpeper, Virginia 22701
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 540-825-4800
------------
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 report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of April 30, 2000:
Common Stock, $2.50 par value 2,356,500
- ----------------------------- -----------------------
Class Number of Shares
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
<S> <C>
ITEM 1 Consolidated Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Changes in Stockholders' Equity 5
Consolidated Statements of Cash Flows 6-7
Notes to Financial Statements 8-10
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-13
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 13
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings 14
ITEM 2 Change in Securities 14
ITEM 3 Defaults Upon Senior Securities 14
ITEM 4 Submission of Matters to a Vote of Security Holders 14
ITEM 5 Other Information 14
ITEM 6 Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
-2-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000 OMITTED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------- --------
(unaudited)
<S> <C>
ASSETS
Cash and due from depository institutions (non-interest
bearing deposits) $ 14,790 $ 14,426
Federal funds sold 4,821 2,123
Securities (market value: 2000, $101,816; 1999, $105,736) 102,157 106,010
Loans held for sale 4,745 4,237
Loans receivable, net 281,024 270,367
Bank premises and equipment 10,925 10,989
Interest receivable 2,968 2,980
Other real estate owned 757 902
Other assets 3,879 3,545
-------- --------
Total Assets $426,066 $415,579
======== ========
LIABILITIES
Deposits:
Noninterest-bearing demand deposits $ 50,508 $ 44,293
Savings and interest-bearing demand deposits 133,057 133,690
Time deposits 186,521 183,354
-------- --------
Total deposits 370,086 361,337
Repurchase agreements - 396
Federal Home Loan Bank advances 2,380 2,400
Other short-term borrowings 2,223 988
Interest payable 1,338 1,316
Other liabilities 2,548 1,955
-------- --------
Total Liabilities 378,575 368,392
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, no par value; (Authorized 1,000,000 shares,
no shares outstanding) - -
Common stock, par value $2.50 per share; (Authorized
3,000,000 shares; issued and outstanding 2,356,500 shares
2000 and 1999) 5,891 5,891
Capital surplus 10,535 10,541
Retained earnings 32,501 31,868
Accumulated other comprehensive income (1,436) (1,113)
-------- --------
Total Stockholders' Equity 47,491 47,187
-------- --------
Total Liabilities and Stockholders' Equity $426,066 $415,579
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(000 OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
-------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Interest Income
Interest and fees on loans $6,217 $5,663
Interest on investment securities:
Taxable 38 31
Nontaxable 249 246
Interest and dividends on securities available for sale:
Taxable 1,136 1,144
Nontaxable 50 41
Dividends 29 32
Interest income on federal funds sold 35 70
------ ------
Total Interest Income 7,754 7,227
------ ------
Interest Expense
Interest on deposits 3,340 3,160
Interest on Federal Home Loan Bank advances 47 41
Interest on short-term borrowings 43 22
------ ------
Total Interest Expense 3,430 3,223
------ ------
Net Interest Income 4,324 4,004
Less: Provision for loan losses 155 191
------ ------
Net Interest Income after Provision for Loan Losses 4,169 3,813
Other Income
Service charges on deposit accounts 382 316
Commissions and fees from fiduciary activities 175 164
Investment fee income 39 50
Other operating income 77 89
Gains (losses) on securities available for sale - 5
Fees on mortgage loans sold 83 242
------ ------
Total Other Income 756 866
------ ------
Other Expense
Compensation and employee benefits 1,810 1,709
Net occupancy expense 462 430
Computer services 146 106
Professional fees 83 76
Other operating expenses 741 698
------ ------
Total Other Expense 3,242 3,019
------ ------
Income Before Income Tax Expense 1,683 1,660
Income tax expense 461 487
------ ------
Net Income $1,222 $1,173
====== ======
Earnings per Share, basic and diluted $ .52 $ .50
====== ======
Dividends per Share $ .25 $ .22
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(000 OMITTED)
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Comprehensive Retained Comprehensive
Stock Surplus Income Earnings Income Total
------- -------- -------------- --------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1999 $5,802 $10,084 $ 839 $29,680 $ - $46,405
Net income - - - 1,173 1,173 1,173
Other Comprehensive Income,
net of tax:
Unrealized losses on securities
available for sale during the
period, net of tax
of ($172,000) - - - - (331) -
Add reclassification
adjustment, net of tax
of ($1,000) - - - - 2 -
---------
Other comprehensive income - - (329) (329) (329)
---------
Comprehensive income - - - - $ 844
========= =======
Cash dividends - - - (510) (510)
5% stock dividend 73 311 - (384) - -
Issuance of common stock
under dividend
reinvestment plan 12 134 - - - 146
------ ------- -------- ------- --------- -------
Balance, March 31, 1999 $5,887 $10,529 $ 510 $29,959 $ - $ 46,885
====== ======= ======== ======= ========= =======
Balance, January 1, 2000 $5,891 $10,541 $(1,113) $31,868 $ - $ 47,187
Net income - - - 1,222 1,222 1,222
Other Comprehensive Income,
net of tax:
Unrealized losses on securities
available for sale during the
period, net of tax
of ($164,000) - - - - (323) -
----------
Other comprehensive income - - (323) (323) (323)
----------
Comprehensive income - - - - $ 899
========== =======
Cash dividends - - - (589) (589)
Cash paid in lieu of shares - (6) - - - (6)
------ ------- -------- ------- ---------- -------
Balance, March 31, 2000 $5,891 $10,535 $(1,436) $32,501 $ - $ 47,491
====== ======= ======== ======= ========== =======
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
-------- --------
(unaudited) (unaudited)
<S> <C>
OPERATING ACTIVITIES
Net income $ 1,222 $ 1,173
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 155 191
Deferred tax expense (benefit) (34) (10)
Depreciation and amortization 241 243
Pension (income) expense - -
(Gain) loss on sale of securities available for sale - (2)
(Gain) loss on sale of other real estate 19 (1)
Amortization of premiums and discounts on securities 18 12
Fees on mortgage loans sold (83) (242)
Proceeds from sale of mortgage loans 4,644 15,972
Purchase of loans for sale (4,561) (15,730)
Changes in assets and liabilities:
Decrease in interest receivable 12 101
(Increase) decrease in other assets (256) 367
Decrease in interest payable 22 40
Decrease (increase) in other liabilities 592 149
-------- --------
Net cash provided by operating activities 1,989 2,263
-------- --------
INVESTING ACTIVITIES
Proceeds from sale of securities available for sale - 7,937
Proceeds from maturities of investment securities 635 207
Proceeds from maturities and principal payments
of securities available for sale 3,942 4,000
Purchase of investment securities - (505)
Purchase of securities available for sale (1,107) (3,321)
Purchase of premises and equipment (176) (484)
Additions to other real estate (14) (210)
Proceeds from sale of other real estate 127 276
Net (increase) in loans (11,306) (9,276)
-------- --------
Net cash used in investing activities (7,899) (1,376)
-------- --------
</TABLE>
-6-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
------- -------
(unaudited) (unaudited)
<S> <C> <C>
FINANCING ACTIVITIES
Net increase in demand, money market and
savings deposits 5,582 3,739
Net increase (decrease) in time deposits 3,167 (1,237)
Payments of Federal Home Loan Bank advances (20) (100)
Net decrease in repurchase agreements (396) (244)
Net increase (decrease) in short-term borrowings 1,235 (776)
Fractional shares paid (6) -
Issuance of common stock - dividend reinvestment plan - 146
Cash dividends paid on common stock (589) (510)
------- -------
Net cash provided by financing activities 8,973 1,018
------- -------
Increase in cash and cash equivalents 3,063 1,905
CASH AND CASH EQUIVALENTS
Beginning of the period 16,548 17,741
------- -------
End of the period $19,611 $19,646
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
-7-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND DECEMBER 31, 1999
1. In the opinion of management, the accompanying financial statements contain
all adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position as of March 31, 2000 and December 31,
1999, and the results of operations and cash flows for the three months
ended March 31, 2000 and 1999. The statements should be read in conjunction
with the Notes to Financial Statements included in the Company's Annual
Report for the year ended December 31, 1999.
2. The results of operations for the three month period ended March 31, 2000
and 1999 are not necessarily indicative of the results to be expected for
the full year.
3. The Company's securities portfolio is composed of the following (000
omitted):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
-------- -------
<S> <C> <C>
Securities Held to Maturity:
---------------------------
March 31, 2000
-----------------
(unaudited)
Obligations of States and Political Subdivisions $22,878 $22,537
U.S. Government Securities 4 4
------- -------
$22,882 $22,541
======= =======
December 31, 1999
-----------------
Obligations of States and Political Subdivisions $23,516 $23,242
U.S. Government Securities 4 4
------- -------
$23,520 $23,246
======= =======
Securities Available for Sale:
-----------------------------
March 31, 2000
-----------------
(unaudited)
U.S. Treasury Securities $ 9,028 $ 8,941
U.S. Government Securities 56,017 54,131
Obligations of States and Political Subdivisions 5,119 4,986
Corporate Bonds 9,061 8,666
Other Equity Securities 2,216 2,551
------- -------
$81,441 $79,275
======= =======
December 31, 1999
-----------------
U.S. Treasury Securities $10,536 $10,487
U.S. Government Securities 57,332 55,770
Obligations of States and Political Subdivisions 4,640 4,528
Corporate Bonds 9,567 9,254
Other Equity Securities 2,094 2,451
------- -------
$84,170 $82,490
======= =======
</TABLE>
-8-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND DECEMBER 31, 1999
4. The Company's loan portfolio is composed of the following (000 omitted):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- --------
(unaudited)
<S> <C>
Real estate loans:
Construction $ 23,139 $ 20,497
Secured by farmland 1,581 1,600
Secured by 1 - 4 family residential 114,252 104,589
Other real estate loans 75,172 86,489
Loans to farmers (except secured by real estate) 106 156
Commercial and industrial loans (except those
secured by real estate) 25,434 22,996
Loans to individuals for personal expenditures 40,890 34,355
All other loans 4,209 3,370
-------- --------
284,783 274,052
Less:
Deferred loan fees (564) (605)
Allowance for loan losses (3,195) (3,080)
-------- --------
$281,024 $270,367
======== ========
5. Activity in the allowance for loan losses is as follows (000 omitted):
March 31, December 31,
2000 1999
------ ------
(unaudited)
Balance at January 1 $3,080 $2,538
Recoveries added to the allowance 13 82
Loan losses charged to the allowance (53) (376)
Provision recorded to expense 155 836
------ ------
Balance at end of period $3,195 $3,080
====== ======
</TABLE>
-9-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND DECEMBER 31, 1999
6. Short-term Borrowings:
Outstanding short-term borrowings consisted of (000's omitted):
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---------- ------------
(unaudited)
<S> <C> <C>
Federal Reserve borrowings $ 393 $ 908
Current portion of Federal Home Loan Bank advance 80 80
Federal Home Loan Bank overnight advance 1,750 -
------ -----
$2,223 $ 988
====== =====
</TABLE>
Second Bank & Trust has an agreement with the Federal Reserve where it can
borrow funds deposited by its customers. This agreement calls for variable
interest and is payable on demand. U. S. Government securities and U. S.
Treasury notes are pledged as collateral. The maximum amount available under
this agreement is $1,000,000. Caroline Savings Bank has an outstanding
Federal Home Loan Bank advance of $460,000 that requires quarterly principal
payments totaling $80,000 annually and interest payable monthly at 6.60%.
Caroline Savings Bank also had overnight funds borrowed from the Federal Home
Loan Bank. Substantially all of Caroline Savings Bank's first mortgage loans
are pledged, by blanket floating lien, as collateral for all advances from the
Federal Home Loan Bank of Atlanta.
The average balance of short-term borrowings outstanding did not exceed 30
percent of stockholders' equity for the three months ended March 31, 2000 or
the year ended December 31, 1999.
7. Earnings and Dividends Paid Per Share:
The weighted average number of shares outstanding for the three month periods
ended March 31 were 2,356,500 in 2000 and 2,353,795 in 1999, respectively.
-10-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion provides information about the major components of the
results of operations, financial condition, liquidity and capital resources of
Virginia Commonwealth Financial Corporation (the Company). This discussion and
analysis should be read in conjunction with the Consolidated Financial
Statements and supplemental financial data.
In addition to historical information, statements contained in this report that
are not historical facts may be construed as forward-looking statements. The
forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from historical results, or
those anticipated. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date thereof.
Overview
Virginia Commonwealth Financial Corporation's consolidated net income for the
quarter ended March 31, 2000 amounted to $1.22 million or $.52 per share,
representing a 4.2% increase over $1.17 million or $.50 per share for the
quarter ended March 31, 1999. Earnings improvement for the quarter can be
attributed to an 8% improvement in net interest income generated primarily from
growth in loans receivable. The additional revenue offset of approximately $75
thousand in expenses is associated with the integration of recent affiliations.
Adjusted for these nonrecurring charges, first quarter 2000 earnings would have
been $1.30 million or $.55 per share, representing an 8.5% increase in earnings
and a 7.8% increase in earnings per share.
VCFC's earnings for the first quarter produced a return on average assets of
1.17% and a return on average equity of 10.40%, compared to prior year ratios of
1.19% and 9.98%, respectively. Excluding nonrecurring expenses, VCFC's earnings
for the quarter produced a return on average assets of 1.25% and a return on
average equity of 11.10%.
On February 14, 2000 VCFC announced the consummation of its affiliation with
Caroline Savings Bank, which will operate as a subsidiary of Virginia
Commonwealth Financial Corporation. Other affiliates include Second Bank &
Trust, Virginia Heartland Bank and Virginia Commonwealth Trust Company. Caroline
stockholders received .7959 shares of VCFC stock for each share of Caroline in a
tax-free pooling-of-interests transaction. Accordingly, all prior financial
results have been restated to include the operations of Caroline.
Net Interest Income
Net interest income increased $320 thousand or 8.0% to $4.324 million for the
three months ended March 31, 2000. This improvement can be attributed to an
increase in average earning assets generated through loan growth, and a slight
improvement in the net interest margin. Average earning assets increased $25.1
million to $392.2 million at March 31, 2000, an increase of 6.9% over $367.1
million at March 31, 1999. The increase in average earning assets can be
attributed to growth in retail deposits, which were used to fund increases in
loans receivable. The net interest margin for the three months ended March 31,
2000 was 4.62%, slightly improved from 4.57% at December 31, 1999. The
continuing rise in short-term rates will invariably put downward pressure on the
net interest margin. Such impact will be mitigated if loan originations
continued to show strength.
-11-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Noninterest Income
Noninterest income decreased $110 thousand to $756 thousand for the three months
ended March 31, 2000, a decrease of 12.8% over the comparative period in 1999.
This decrease can be primarily attributed to a 65.7% decrease in fees from
mortgage banking operations. Rising mortgage rates have contributed to a
reduction in mortgage originations. Mortgage sales through the mortgage division
decreased to $4.6 million during the quarter ended March 31, 2000, a decrease
of $11.4 million from the $16.0 million sold in the quarter ended March 31,
1999. It is anticipated that mortgage production will stabilize, but at levels
lower than obtained in 1999.
Noninterest Expense
Operating expenses increased $223 thousand, or 7.4% to $3.2 million for the
three months ended March 31, 2000, compared to $3.0 million for the same period
in 1999. Excluding nonrecurring costs associated with affiliations of $75
thousand, operating expenses increased $148 thousand or 4.9%. All expense areas
were up modestly with no significant variances noted.
Nonrecurring costs consisted of conversion costs associated with the
consolidation of back office processing for the affiliate banks, and it is
anticipated that a comparable amount of such expenses will be incurred in the
second quarter.
Asset Quality
Non-performing assets amounted to $802.4 thousand or .3% of loans and other
property owned at March 31, 2000, compared to $999 thousand or .4% of loans and
other property owned at December 31, 1999. The Company recorded a provision for
loan losses of $155 thousand for the three month period ended March 31, 2000,
compared to a provision of $191 thousand for the three month period ended March
31, 1999. The allowance for loan losses at March 31, 2000 amounted to $3.2
million, compared to $3.1 million at December 31, 1999. The allowance for loan
losses represents 398% of non-performing loans and 1.12% of gross loans
receivable at March 31, 2000.
Liquidity and Capital Resources
The Company's capital base provides the resource and ability to support the
assets of the Company and provide capital for future expansion. Stockholders'
equity as of March 31, 2000 of $47.5 million increased $304 thousand or
approximately .6% from $47.20 million at December 31, 1999. The Company's Tier I
capital consists primarily of common stockholder's equity. Risk weighted assets
are determined by assigning various risk levels to each asset type. The
Company's Tier 1 risk based capital ratio was 16.93% at March 31, 2000, compared
to 17.13% at December 31, 1999, placing the Company in a well capitalized
position as defined by regulators.
Liquidity is identified as the ability to generate or acquire sufficient amounts
of cash when needed and at reasonable cost to accommodate withdrawals, payments
of debt, and increased loan demand. These events may occur daily or at other
short-term intervals in the normal operation of the business. Experience helps
management predict time cycles in the amount of cash required. In assessing
liquidity, management gives consideration to relevant factors including
stability of deposits, quality of assets, economy of market served,
concentrations of business and industry, competition, and the Company's overall
financial condition.
-12-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The Company's primary sources of liquidity are cash, due from banks, fed funds
sold and securities in our available for sale portfolio. In addition, the
affiliate banks have substantial lines of credit from their correspondent banks
and access to the Federal Reserve discount window and Federal Home Loan Bank to
support liquidity. The Corporation does not solicit brokered deposits, and is of
the belief that predominantly all deposits are from established core depositors.
In the judgment of management, the Company maintains the ability to generate
sufficient amounts of cash to cover normal requirements and any additional as
needs may arise.
Effects of Inflation
The effect of changing prices on financial institutions is typically different
from other industries as the Company's assets and liabilities are monetary in
nature. Interest rates and thus the Company's asset liability management is
impacted by changes in inflation, but there is not a direct correlation between
the two measures. Management monitors the impact of inflation on the financial
markets.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes to the quantitative and qualitative
market risk disclosures in the Company's Form 10K for the year ended December
31, 1999.
-13-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material legal proceedings to which the Registrant or any
of its subsidiaries, directors, or officers is a party or by which
they, or any of them, are threatened. Any legal proceeding presently
pending or threatened against Virginia Commonwealth Financial
Corporation and its subsidiaries are either not material in respect to
the amount in controversy or fully covered by insurance.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: Exhibit 12 - Financial Data Schedule
(b) No form 8-K was filed during the three month period ended March
31, 2000.
-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 COMMONWEALTH FINANCIAL CORPORATION
/s/ O.R. Barham, Jr.
------------------------------------------
O.R. Barham, Jr.
President
May 15, 2000
/s/ Jeffrey W. Farrar
------------------------------------------
Jeffrey W. Farrar, CPA
Executive Vice President - Chief
Financial Officer
May 15, 2000
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 14,790
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 4,821
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 79,279
<INVESTMENTS-CARRYING> 22,882
<INVESTMENTS-MARKET> 22,541
<LOANS> 284,220
<ALLOWANCE> 3,195
<TOTAL-ASSETS> 426,066
<DEPOSITS> 370,086
<SHORT-TERM> 2,223
<LIABILITIES-OTHER> 2,548
<LONG-TERM> 2,380
0
0
<COMMON> 5,891
<OTHER-SE> 41,600
<TOTAL-LIABILITIES-AND-EQUITY> 426,066
<INTEREST-LOAN> 6,217
<INTEREST-INVEST> 1,537
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 7,754
<INTEREST-DEPOSIT> 3,340
<INTEREST-EXPENSE> 3,430
<INTEREST-INCOME-NET> 4,324
<LOAN-LOSSES> 155
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,242
<INCOME-PRETAX> 1,683
<INCOME-PRE-EXTRAORDINARY> 1,683
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,222
<EPS-BASIC> .52
<EPS-DILUTED> 0
<YIELD-ACTUAL> 391,767
<LOANS-NON> 362
<LOANS-PAST> 147
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 8,184
<ALLOWANCE-OPEN> 3,080
<CHARGE-OFFS> (53)
<RECOVERIES> 13
<ALLOWANCE-CLOSE> 3,195
<ALLOWANCE-DOMESTIC> 358
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,837
</TABLE>
