C & F FINANCIAL CORP
10-Q, 1997-08-08
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)                         FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934.

For the quarterly period ended             June 30, 1997
                              -------------------------------------------------

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from                      to
                               --------------------    ------------------------

Commission file number                        33-70184
                       --------------------------------------------------------

                            C&F Financial Corporation
- -------------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)


           Virginia                                           54-1680165
 ------------------------------                           -------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation of organization)                           Identification No.)


Eighth and Main Streets              West Point VA                      23181
- -------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

(Issuer's telephone number)                    (804) 843-2360
                            ---------------------------------------------------


- --------------------------------------------------------------------------------
                 (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  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.         [X] Yes [ ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable

date:  1,908,358 as of August 8, 1997.
      --------------------------------

<PAGE>


                                TABLE OF CONTENTS



Part I - Financial Information
                                                                            Page
                                                                            ----

Item 1.  Financial Statements

         Consolidated Balance Sheets -
             June 30, 1997 and December 31, 1996..............................1

         Consolidated Statements of Income -
             Three months and six months ended June 30, 1997 and 1996.........2

         Consolidated Statements of Shareholders' Equity
             Six months ended June 30, 1997 ..................................3

         Consolidated Statements of Cash Flows -
             Six months ended June 30, 1997 and 1996..........................4

         Notes to Consolidated Financial Statements...........................5

Item 2.  Management's Discussion and Analysis ................................6


Part II - Other Information

Item 1.  Legal Proceedings ..................................................11

Item 2.  Changes in Securities ..............................................11

Item 3.  Defaults Upon Senior Securities.....................................11

Item 4.  Submission of Matters to a Vote of Security Holders ................11

Item 5.  Other Information ..................................................11

Item 6.  Exhibits and Reports on Form 8-K....................................11

Signatures    ...............................................................12


<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
                                     CONSOLIDATED BALANCE SHEETS
                                       (Dollars in thousands)
<CAPTION>
ASSETS                                                          June 30, 1997        December 31, 1996
- ------                                                          -------------        -----------------
                                                                 (Unaudited)
<S> <C>
Cash and due from banks                                         $     7,914             $     8,254
Interest -bearing deposits in other banks                             1,011                     545
                                                                -----------             -----------
      Total cash and cash equivalents                                 8,925                   8,799
Investment securities
   Available for sale securities at fair value,
   amortized cost of $15,691 and $19,022,
      respectively                                                   15,640                  18,918
   Held to maturity at amortized cost,
      fair value of $60,934 and $67,687,
      respectively                                                   59,803                  66,651
Loans held for sale, net                                             21,337                  12,285
Loans, net                                                          144,457                 136,732
Federal Home Loan Bank stock                                          1,062                     857
Corporate premises and equipment,
      net of accumulated depreciation                                 6,020                   6,011
Accrued interest receivable                                           2,193                   2,270
Other assets                                                          4,224                   4,148
                                                                -----------             -----------

      Total assets                                              $   263,661             $   256,671
                                                                ===========             ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Non-interest-bearing demand deposits                         $    35,990             $    30,829
   Savings and interest-bearing demand deposits                      88,723                  91,828
   Time deposits                                                     97,267                  93,765
                                                                -----------             -----------
      Total deposits                                                221,980                 216,422
Other borrowings                                                      9,297                   5,055
Accrued interest payable                                                560                     541
Other liabilities                                                     2,210                   2,438
                                                                -----------             -----------
      Total liabilities                                             234,047                 224,456
                                                                -----------             -----------

Shareholders' Equity
   Preferred stock ($1.00 par value,
       3,000,000 shares authorized)                                   --                      --
   Common stock ($1.00 par value, 8,000,000
       shares authorized, 1,908,358 and 2,113,041
       shares issued and outstanding at June 30, 1997
       and December 31, 1996, respectively)                           1,908                   2,113
   Additional paid-in capital                                         --                      --
   Retained earnings                                                 27,385                  29,796
   Net unrealized gain on securities
      available for sale, net of tax of
      $165 and $157, respectively                                       321                     306
                                                                -----------             -----------

      Total shareholders' equity                                     29,614                  32,215
                                                                -----------             -----------

      Total liabilities and
      shareholders' equity                                      $   263,661             $   256,671
                                                                ===========             ===========

The  Company's  notes  are  an  integral  part  of  the  consolidated  financial statements.

                                                  1

<PAGE>

                                           CONSOLIDATED STATEMENTS OF INCOME
                                                      (Unaudited)
                                (In thousands of dollars, except for per share amounts)
<CAPTION>
                                                                Three Months Ended           Six Months Ended
                                                                ------------------           ----------------
                                                                      June 30,                     June 30,
                                                                      --------                     --------

Interest Income                                                1997           1996             1997          1996
                                                               ----           ----             ----          ----
     Interest and fees on loans                            $      3,534    $     3,012    $       6,892   $     5,771
     Interest on other market investments                            18             24               46            65
     Interest on investment securities
         U.S. Treasury Securities                                    50             99               99           222
         U.S. Government agencies and corporations                  613            781            1,297         1,633
     Tax-exempt obligations of states and political
         subdivisions                                               517            525            1,046         1,024
     Corporate bonds and other                                      112            100              214           201
                                                           ------------    -----------    -------------   -----------
         Total interest income                                    4,844          4,541            9,594         8,916

Interest Expense
     Savings and interest-bearing deposits                          653            623            1,320         1,245
     Certificates of deposit, $100,000 or more                      105            126              217           253
     Other time deposits                                          1,107          1,120            2,162         2,251
     Short-term borrowings and other                                135             63              179            77
                                                           ------------    -----------    -------------   -----------
         Total interest expense                                   2,000          1,932            3,878         3,826

Net interest income                                               2,844          2,609            5,716         5,090

Provision for loan losses                                            60             --               90            --
                                                           ------------    -----------    -------------   -----------

Net interest income after provision for loan losses               2,784          2,609            5,626         5,090

Other Operating Income
     Gain on sale of loans                                          771            788            1,371         1,091
     Service charges on deposit accounts                            263            243              500           458
     Other service charges and fees                                 234            185              424           351
     Other income                                                   152            108              270           156
                                                           ------------    -----------    -------------   -----------
         Total other operating income                             1,420          1,324            2,565         2,056

Other Operating Expenses
     Salaries and employee benefits                               1,421          1,428            2,825         2,873
     Occupancy expenses                                             420            422              841           842
     Goodwill amortization                                           69             80              138           122
     Other expenses                                                 725            612            1,336         1,052
                                                           ------------    -----------    -------------   -----------
         Total other operating expenses                           2,635          2,542            5,140         4,889

Income before income taxes                                        1,569          1,391            3,051         2,257
Income tax expense                                                  346            255              654           392
                                                           ------------    -----------    -------------   -----------
Net Income                                                 $      1,223    $     1,136    $       2,397   $     1,865
                                                           ============    ===========    =============   ===========

Per Share Data
Net Income                                                 $        .63    $       .51    $        1.18   $       .84
Dividends per common share                                 $        .18    $       .15    $         .34           .30
Weighted average number of shares and
     common stock equivalents outstanding                     1,938,273      2,232,844        2,028,028     2,232,844

The  Company's  notes  are  an  integral  part  of  the  consolidated  financial statements.


                                                          2
<PAGE>


                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                   (Unaudited)
                                        (Amounts in thousands of dollars)
<CAPTION>

                                                                                   Net Unrealized
                                                  Additional                         Gain (Loss)
                                     Common         Pain-In        Retained         on Securities
                                      Stock         Capital        Earnings      Available for Sale       Total
                                      -----         -------        --------      ------------------       -----

Balance January 1, 1997             $  2,113       $    --        $  29,796         $     306         $   32,215

Repurchase of common stock              (205)           --           (4,126)               --             (4,331)

Net income                                                            2,397                                2,397

Cash dividends                                                         (682)                                (682)

Change in unrealized gains
      and losses on securities
      available for sale                                                                   15                 15
                                    --------       ---------     ----------           -------           --------

Balance June 30, 1997               $  1,908       $    --        $  27,385          $    321          $  29,614
                                    ========       =========      =========          ========          =========




                                                        3
<PAGE>


                                 CONSOLIDATED STATEMENTS ON CASH FLOWS
                                              (Unaudited)
                                   (Amounts in thousands of dollars)

                                                                          Six Months Ended June 30,
                                                                          -------------------------
                                                                          1997                 1996
                                                                          ----                 ----
Cash flows from operating activities:
     Net income                                                       $    2,397           $    1,865
     Adjustments to reconcile net income to
     net cash provided by (used in) operating activities:
         Depreciation                                                        389                  340
         Amortization of goodwill                                            138                  122
         Provision for loan losses                                            90
         Accretion of discounts and amortization of
              premiums on investment securities, net                         (39)                 (49)
         Net realized (gain) loss on securities                                7                  (13)
         Proceeds from sale of loans                                     105,946               63,028
         Origination of loans held for sale                             (113,627)             (75,252)
         Gain on sale of loans                                            (1,371)              (1,091)
         Change in other assets and liabilities:
Accrued interest receivable                                                   77                   87
Other assets    (214)                                                       (912)
           Accrued interest payable                                           19                  (10)
           Other liabilities                                                (236)               2,228
                                                                      ----------           ----------
         Net cash provided by (used in) operating activities              (6,424)              (9,657)
                                                                      ----------           ---------- 

Cash flows from investing activities:
     Proceeds from maturities of investments
         held to maturity                                                  8,857               11,156
     Proceeds from sales and maturities of
         investments available for sale                                    4,077                8,850
     Purchase of investment securities                                    (2,000)              (5,519)
     Purchase of investments available for sale                             (753)              (2,521)
     Net decrease (increase) in customer loans                            (7,815)             (14,411)
     Purchase of corporate premises and equipment                           (398)                (579)
     Purchase of Federal Home Loan Bank stock                               (205)                 (52)
                                                                      ----------           ----------
         Net cash used in investing activities                             1,763               (3,076)
                                                                      ----------           ----------

Cash flows from financing activities:
     Net increase (decrease) in demand,
         interest-bearing demand and savings deposits                      2,056               (8,945)
     Net increase in time deposits                                         3,502                4,073
     Assumption of deposit liabilities in
        branch acquisition, net of premium paid                             --                  7,837
     Net increase in other borrowings                                      4,242                7,500
     Proceeds from exercise of stock options                                --                     13
     Repurchase of common stock                                           (4,331)                --
     Cash dividends                                                         (682)                (670)
                                                                      ----------           ---------- 
         Net cash provided by (used in) financing activities               4,787                9,808
                                                                      ----------           ----------

Net increase (decrease) in cash and cash equivalents                         126               (2,925)
Cash and cash equivalents at beginning of period                           8,799               13,450
                                                                      ----------           ----------
Cash and cash equivalents at end of period                            $    8,925           $   10,525
                                                                      ==========           ==========

Supplemental disclosure
     Interest paid                                                    $    3,859           $    3,827
     Income taxes paid                                                $      686           $      129

The  Company's  notes  are  an  integral  part  of  the  consolidated  financial statements.

                                                  4
</TABLE>

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1

       The accompanying  unaudited  consolidated  financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include  all of  the  disclosures  and  notes  required  by  generally  accepted
accounting principles. In the opinion of C&F Financial Corporation's management,
all  adjustments,  consisting only of normal  recurring  accruals,  necessary to
present  fairly the  financial  position  as of June 30,  1997,  the  results of
operations  for the three and six months ended June 30, 1997 and 1996,  and cash
flows for the six months ended June 30, 1997 and 1996. The results of operations
for the interim  periods  are not  necessarily  indicative  of the results to be
expected for the full year.
       These  consolidated  financial  statements  should be read in conjunction
with the consolidated financial statements and notes thereto included in the C&F
Financial  Annual  Report on Form 10-KSB for the year ended  December  31, 1996.
Certain  previously  reported  amounts have been  reclassified to agree with the
current presentation.
       The consolidated financial statements include the accounts of the Company
and its subsidiary,  with all significant intercompany transactions and accounts
being eliminated in consolidation.

Note 2

       Net income  per share has been  calculated  on the basis of the  weighted
average  number  of  shares  of  common  stock  and  common  stock   equivalents
outstanding  for the applicable  periods.  Weighted  average number of shares of
common stock and common stock  equivalents  was  1,938,273 and 2,232,844 for the
three  months  ended June 30,  1997 and 1996,  respectively  and  2,028,028  and
2,232,844 for the six months ended June 30, 1997 and 1996,  respectively.  There
is no material difference between primary and fully-diluted earnings per share.

Note 3

       On April 4, 1997,  the Company  repurchased  204,683 shares of its common
stock at a price of $21.00 per share.

                                        5
<PAGE>



ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
              RESULTS OF OPERATION

         The following discussion supplements and provides information about the
major components of the results of operations and financial condition, liquidity
and  capital  resources  of C&F  Financial  Corporation  (the  "Company").  This
discussion  and analysis  should be read in  conjunction  with the  Consolidated
Financial Statements, and supplemental financial data.


Overview

         Net income increased 7.7% to $1,223,000 for the three months ended June
30, 1997 compared to $1,136,000 for the same period of 1996.  Earnings per share
were $.63 for the three month period, up 23.5% from $.51 per share for the three
months ended June 30,  1996.  Net income for the first six months ended June 30,
1997 increased 28.5% to $2,397,000 compared to $1,865,000 for the same period of
1996. Earnings per share were $1.18 for the six month period, up 40.5% from $.84
per share for the six months ended June 30, 1996.

         Profitability as measured by the Company's annualized return on average
assets (ROA)  increased  to 1.92% for the three  months ended June 30, 1997,  up
from 1.84% for the same  period of 1996.  For the first six months of 1997,  ROA
increased to 1.89%, up from 1.52% for the first six months of 1996.  Another key
indicator of performance,  the annualized return on average equity (ROE) for the
three  months  ended June 30, 1997 was 16.26%,  compared to 14.11% for the three
months  ended June 30,  1996.  For the first six months of 1997,  ROE was 15.32%
compared to 11.48% for the first six months of 1996.

RESULTS OF OPERATIONS

Net Interest Income

         Net  interest  income  for the three  months  ended  June 30,  1997 was
$2,844,000,  an  increase of  $235,000,  or 9.0% from  $2,609,000  for the three
months ended June 30, 1996.  The increase in net interest  income is a result of
an increase in the average balance of interest  earning assets to $237.9 million
for the three months ended June 30, 1997 compared to $229.4 million for the same
period in 1996 and the  increase  in the  Company's  interest  rate  spread on a
taxable  equivalent basis to 4.44% for the three months ended June 30, 1997 from
4.21% for the same period in 1996.  In  addition,  the  Company's  net  interest
margin on a tax equivalent  basis  increased to 5.23% for the three months ended
June 30,  1997 from  5.02%  for the same  period in 1996.  The  increase  in the
Company's  interest  rate  spread  and net  interest  margin was a result of the
Company's   continued  effort  in  reallocating  a  portion  of  lower  yielding
investments  into higher  yielding  loans and the  overall  increase in the loan
portfolio, particularly in higher yielding commercial and consumer loans.

         Net interest income for the first six months of 1997 was $5,716,000, an
increase of $626,000, or 12.3% from $5,090,000 for the first six months of 1996.
The  increase in net  interest  income is a result of an increase in the average
balance of interest  earning  assets to $236.4  million for the six months ended
June 30,  1997  compared  to $225.7  million for the same period in 1996 and the
increase in the Company's  interest rate spread on a taxable equivalent basis to
4.51% for the six months  ended June 30,  1997 from 4.15% for the same period in


                                       6
<PAGE>

1996. In addition,  the Company's net interest margin on a tax equivalent  basis
increased  to 5.29% for the six months  ended  June 30,  1997 from 4.98% for the
same period in 1996.  As was the case for the three  months ended June 30, 1997,
the increase in the Company's interest rate spread and net interest margin was a
result  of an  increase  in the  average  balance  of loans  and a change in the
overall mix of loans.

Non-Interest Income

         Non-interest  income  increased  $96,000  or 7.3% for the three  months
ended June 30,  1997 from the same period of 1996.  Non-interest  income for the
six months ended June 30, 1997 increased  $509,000,  or 24.8% to $2,565,000 from
$2,056,000 for the same period in 1996. The majority of the increase is a result
of increased loan  production at C&F Mortgage  Corporation,  a subsidiary of the
Bank.  This  increase  is also a result  of the  Company's  continued  effort to
generate and increase  other  sources of  non-interest  income,  including  fees
generated  from the sale of  investments  by C&F  Investment  Services,  Inc., a
subsidiary of the Bank.

Non-Interest Expense

         Non-interest  expense increased  $93,000,  or 3.7%, for the three month
period  ended June 30, 1997 from the same period in 1996.  Non-interest  expense
increased  $251,000,  or 5.1% for the six month  period ended June 30, 1997 from
the same period in 1996. These increases are mainly attributable to increases in
the volume of activity at C&F Mortgage Corporation.

Income Taxes

         Income tax expense for the three months ended June 30, 1997 amounted to
$346,000,  compared to $255,000 for the three months ended June 30, 1996. Income
tax expense for the six months ended June 30, 1997 amounted to $654,000 compared
to $392,000 for the six months ended June 30, 1996.

Asset Quality-Allowance /Provision For Loan Losses

         The Company had $90,000 in  provision  expense for the first six months
of 1997  compared to $0 for the same period in 1996.  Loans charged off amounted
to $10,000 for the six months ended June 30, 1997 and 1996.  Recoveries amounted
to  $4,000  and  $1,000  for the six  months  ended  June  30,  1997  and  1996,
respectively.  The ratio of net  charge-offs  to average  outstanding  loans was
 .004% for the six months ended June 30, 1997.  The allowance for loan losses was
$2.0  million  at June 30,  1997 and $1.9  million at  December  31,  1996.  The
allowance  approximates  1.4% of total  loans  outstanding  at June 30, 1997 and
December 31, 1996.  Management  feels that the reserve is adequate to absorb any
losses on existing loans which may become uncollectible.

Nonperforming Assets

         Total non-performing assets, which consist of the Company's non-accrual
loans was $933,000 at June 30, 1997,  an increase of $408,000  from December 31,
1996.  This  increase  is a  result  of a  $435,000  non-accrual  loan  which is
currently  held by C&F  Mortgage  Corporation  that was not held at December 31,
1996.  The  loan  is  adequately  collateralized  and  no  significant  loss  is
anticipated.


                                       7
<PAGE>

FINANCIAL CONDITION

Summary

         At June 30,  1997,  the  Company  had total  assets  of $263.7  million
compared to $256.7 million at December 31, 1996.

Loan Portfolio

         At June 30, 1997,  loans held for sale  amounted to $21.3  million,  an
increase  over the $12.3  million held at December 31, 1996.  This increase is a
result of increased  loan  production at C&F Mortgage  Corporation.  At June 30,
1997,  the Bank's  loans net of unearned  income and  reserve  for loan  losses,
totals  $144.5  million,  an  increase of 5.7% over the 1996  year-end  total of
$136.7 million.
         The following  table sets forth the  composition of the Company's loans
in dollar  amounts and as a percentage of the  Company's  total gross loans held
for investment at the dates indicated:
<TABLE>
<CAPTION>
<S> <C>
                                             June 30, 1997                      December 31, 1996
                                                            (Dollars in Thousands)
                                        Amount           Percent             Amount           Percent
                                        ------           -------             ------           -------

Real estate - mortgage              $      87,556         59.8%            $    86,324         62.3%
Real estate - construction                  6,428          4.4                   3,415          2.5
Commercial, financial and
   agricultural                            39,468         26.9                  36,385         26.2
Equity lines                                6,487          4.4                   6,180          4.4
Consumer                                    6,531          4.5                   6,360          4.6
                                    -------------        -----              ----------        ----- 
Total loans                               146,470        100.0%                138,664        100.0%
                                                         =====                                ===== 
Less unearned discount                         (3)                                  (5)
Less allowance for possible
     loan losses                           (2,010)                              (1,927)
                                    -------------                          -----------
Total loans, net                    $     144,457                          $   136,732
                                    =============                          ===========
</TABLE>

Investment Securities

         At June 30,  1997,  total  investment  securities  were  $75.4  million
compared to $85.6 for December 31, 1996. This decrease is a result of securities
not being  fully  reinvested  as they are called or mature.  Securities  of U.S.
Government  agencies and  corporations  represent 44.1% of the total  securities
portfolio,  obligations  of state and political  subdivisions  were 47.1%,  U.S.
Treasury securities were 4.0%,  investment-grade corporate bonds totaled .4% and
preferred stocks were 4.4% at June 30, 1997.


                                       8
<PAGE>

Deposits

         Deposits  totaled $222.0 million at June 30, 1997 compared to $216.4 at
December 31, 1996.  Non-interest  bearing deposits totaled $36.0 million at June
30, 1997 compared to $30.8 million at December 31, 1996.

Liquidity

         Liquidity  represents  an  institution's  ability to meet  present  and
future  financial  obligations  through  either the sale or maturity of existing
assets or the  acquisition  of additional  funds through  liability  management.
Liquid assets include cash, interest bearing deposits with banks,  federal funds
sold,  investments and loans maturing within one year. The Company's  ability to
obtain deposits and purchase funds at favorable  rates  determines its liability
liquidity.  As a result of the  Company's  management  of liquid  assets and the
ability to generate  liquidity through liability  funding,  management  believes
that the Company  maintains overall liquidity which is sufficient to satisfy its
depositors' requirements and to meet customers' credit needs.

         At June 30, 1997, cash, securities classified as available for sale and
interest-bearing  deposits were 9.8% of total earning assets. Asset liquidity is
also provided by managing the investment maturities.

         Additional  sources of liquidity  available to the Company  include its
subsidiary  bank's  capacity to borrow  additional  funds through an established
federal funds line with a regional correspondent bank.

Capital Resources

      The   Company's   capital   position   continues   to  exceed   regulatory
requirements.  The  Company's  Tier I capital  ratio was 15.3% at June 30,  1997
compared to 20.8% at December 31, 1996. The total  risk-based  capital ratio was
16.4% at June 30, 1997 compared to 22.1% at December 31, 1996.  These ratios are
in excess of the mandated minimum requirements.

      Shareholders' equity was $29.6 million at the end of the second quarter of
1997 compared to $32.2 million at December 31, 1996. The leverage ratio consists
of Tier I capital  divided by average  assets.  At June 30, 1997,  the Company's
leverage ratio was 10.9%  compared to 12.2% at December 31, 1996.  Each of these
exceeds the required minimum leverage ratio of 3%. The decrease in shareholders'
equity and all of the capital  ratios is a result of the  repurchase  of 204,683
shares of the Company's common stock in April of 1997.

New Accounting Pronouncements

      In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of  Financial  Accounting  Standards  ("FAS") No. 128,  "Earnings  per
Share."  This new  standard  requires  dual  presentation  of basic and  diluted
earnings  per share (EPS) on the face of the earnings  statement  and requires a
reconciliation   of  numerators  and  denominators  of  basic  and  diluted  EPS
calculations.  The  statement is effective  for  financial  statements  for both
interim and annual periods ending after December 15, 1997. Early adoption of the
statement is not permitted.  The Corporation has determined that the adoption of
this statement will not have a material impact on earnings per share.

      In June 1997, the FASB issued FAS 130,  "Reporting  Comprehensive  Income"
and  FAS  131,   "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information." FAS 130 requires that all items that are required to be recognized
under accounting  standards as components of comprehensive income be reported in
a  financial  statement  that is  displayed  with the same  prominence  as other
financial  statements.  This statement  requires that an enterprise (a) classify


                                       9
<PAGE>

items of other comprehensive income by their nature in a financial statement and
(b) display the accumulated  balance of other  comprehensive  income  separately
from retained earnings and additional paid-in capital in the equity section of a
statement of financial  position.  This  statement is effective for fiscal years
beginning  after  December 15, 1997.  This statement will require the Company to
report changes in unrealized gains or losses on securities available for sale as
part of comprehensive income.

      FAS 131 requires that a public business  enterprise  report  financial and
descriptive  information about its reportable  operating  segments.  It requires
that a public  business  enterprise  report a measure of segment profit or loss,
certain specific  revenue and expense items, and segment assets.  This statement
is effective for fiscal years beginning  after December 15, 1997.  Management is
currently  reviewing  this statement to determine the impact it will have on the
Company.

Effects of Inflation

      The effect of changing  prices and  financial  institutions  is  typically
different  from other  industries as the Company's  assets and  liabilities  are
monetary in nature. Interest rates are significantly impacted by inflation,  but
neither the timing nor the  magnitude  of the changes  are  directly  related to
price level indices.  Impacts of inflation on interest rates, loan demands,  and
deposits are reflected in the consolidated financial statements.


                                       10
<PAGE>



PART II - OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which the Company is
a party or of which property of the Company is subject.


ITEM 2 - CHANGES IN SECURITIES - Inapplicable


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - Inapplicable


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None


ITEM 5 - OTHER INFORMATION - Inapplicable


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

              Exhibit 27 - Financial Data Schedule

(b)      Reports on Form 8-K

              The Company filed a Form 8-K on July 17, 1997 to announce a change
in the Board of Directors.


                                       11
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                            C&F FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
                                  (Registrant)




Date     August 8, 1997             /s/ Larry G. Dillon
       -----------------            --------------------------
                                    Larry G. Dillon, President and Chief 
                                      Executive Officer



Date     August 8, 1997             /s/ Thomas F. Cherry
       -----------------            --------------------------
                                    Thomas F. Cherry, Chief Accounting Officer















<TABLE> <S> <C>

<ARTICLE>                9
<MULTIPLIER>             1,000
       
<S>                                                            <C>
<PERIOD-TYPE>                                                  6-MOS
<FISCAL-YEAR-END>                                                          DEC-31-1997
<PERIOD-END>                                                               JUN-30-1997
<CASH>                                                                           7,914
<INT-BEARING-DEPOSITS>                                                           1,011
<FED-FUNDS-SOLD>                                                                     0
<TRADING-ASSETS>                                                                     0
<INVESTMENTS-HELD-FOR-SALE>                                                     15,640
<INVESTMENTS-CARRYING>                                                          59,803
<INVESTMENTS-MARKET>                                                            60,934
<LOANS>                                                                        146,467
<ALLOWANCE>                                                                      2,010
<TOTAL-ASSETS>                                                                 263,661
<DEPOSITS>                                                                     221,980
<SHORT-TERM>                                                                     9,297
<LIABILITIES-OTHER>                                                              2,770
<LONG-TERM>                                                                          0
                                                                0
                                                                          0
<COMMON>                                                                         1,908
<OTHER-SE>                                                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                                                 263,661
<INTEREST-LOAN>                                                                  6,892
<INTEREST-INVEST>                                                                2,702
<INTEREST-OTHER>                                                                     0
<INTEREST-TOTAL>                                                                 9,594
<INTEREST-DEPOSIT>                                                               3,699
<INTEREST-EXPENSE>                                                               3,878
<INTEREST-INCOME-NET>                                                            5,716
<LOAN-LOSSES>                                                                       90
<SECURITIES-GAINS>                                                                 (7)
<EXPENSE-OTHER>                                                                  5,133
<INCOME-PRETAX>                                                                  3,051
<INCOME-PRE-EXTRAORDINARY>                                                       3,051
<EXTRAORDINARY>                                                                      0
<CHANGES>                                                                            0
<NET-INCOME>                                                                     2,397
<EPS-PRIMARY>                                                                     1.18
<EPS-DILUTED>                                                                     1.18
<YIELD-ACTUAL>                                                                    8.57
<LOANS-NON>                                                                        933
<LOANS-PAST>                                                                       236
<LOANS-TROUBLED>                                                                     0
<LOANS-PROBLEM>                                                                      0
<ALLOWANCE-OPEN>                                                                 1,927
<CHARGE-OFFS>                                                                       11
<RECOVERIES>                                                                         4
<ALLOWANCE-CLOSE>                                                                2,010
<ALLOWANCE-DOMESTIC>                                                             2,010
<ALLOWANCE-FOREIGN>                                                                  0
<ALLOWANCE-UNALLOCATED>                                                              0
        

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