C & F FINANCIAL CORP
10-Q, 1997-05-13
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       March 31, 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 May 9, 1997.


<PAGE>


                               TABLE OF CONTENTS



Part I - Financial Information                                         Page
                                                                       ----
Item 1.           Financial Statements

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

                  Consolidated Statements of Income -
                        Three months ended March 31, 1997 and 1996........2

                  Consolidated Statements of Shareholders' Equity
                        Three months ended March 31, 1997 ................3

                  Consolidated Statements of Cash Flows -
                        Three months ended March 31, 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>
<CAPTION>

                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

ASSETS                                                March 31, 1997                 December 31, 1996
- ------                                                --------------                 -----------------
                                                      (Unaudited)
<S> <C>
Cash and due from banks                               $         5,837                  $         8,254
Interest -bearing deposits in other banks                         635                              545
                                                      ---------------                  ---------------
        Total cash and cash equivalents                         6,472                            8,799
Investment securities
   Available for sale securities at fair value,
   amortized cost of $16,199 and $19,022,
      respectively                                             15,830                           18,918
   Held to maturity at amortized cost,
      fair value of $63,644 and $67,687,
      respectively                                             63,231                           66,651
Loans held for sale, net                                       14,440                           12,285
Loans, net                                                    140,208                          136,732
Federal Home Loan Bank stock                                    1,062                              857
Corporate premises and equipment,
       net of accumulated depreciation                          6,043                            6,011
Accrued interest receivable                                     2,079                            2,270
Other assets                                                    4,310                            4,148
                                                      ---------------                  ---------------

        Total assets                                  $       253,675                  $       256,671
                                                      ===============                  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits
   Non-interest-bearing demand deposits               $        28,738                  $        30,829
   Savings and interest-bearing demand deposits                89,302                           91,828
   Time deposits                                               94,044                           93,765
                                                      ---------------                  ---------------
        Total deposits                                        212,084                          216,422
Other borrowings                                                5,300                            5,055
Accrued interest payable                                          656                              541
Other liabilities                                               2,769                            2,438
                                                      ---------------                  ---------------
        Total liabilities                                     220,809                          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, 2,113,041 shares issued
         and outstanding at March 31, 1997 and
         December 31, 1996, respectively)                       2,113                            2,113
   Additional paid-in capital                                   --                               --
   Retained earnings                                           30,632                           29,796
   Net unrealized gain on securities
        available for sale, net of tax of
        $62 and $157, respectively                                121                              306
                                                      ---------------                  ---------------

        Total shareholders' equity                             32,866                           32,215
                                                      ---------------                  ---------------

        Total liabilities and
        shareholders' equity                          $       253,675                  $       256,671
                                                      ===============                  ===============

</TABLE>

THE COMPANY'S NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       1

<PAGE>


<TABLE>
<CAPTION>

                           CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
             (In thousands of dollars, except for per share amounts)

                                                               Three Months Ended March 31,

Interest Income                                               1997                       1996
                                                             -----                       ----
<S> <C>
      Interest and fees on loans                      $      3,358               $       2,759
      Interest on other market investments                      28                          41
      Interest on investment securities
            U.S. Treasury Securities                            49                         123
            U.S. Government agencies and corporations          684                         852
      Tax-exempt obligations of states and political
            subdivisions                                       529                         499
      Corporate bonds and other                                102                         101
                                                      ------------                 -----------
            Total interest income                            4,750                       4,375

Interest Expense
      Savings and interest-bearing deposits                    667                         623
      Certificates of deposit, $100,000 or more                112                         126
      Other time deposits                                    1,055                       1,131
      Short-term borrowings and other                           45                          14
                                                      ------------               -------------
            Total interest expense                           1,879                       1,894

Net interest income                                          2,871                       2,481

Provision for loan losses                                       30                         --
                                                      ------------               ------------

Net interest income after provision for loan losses          2,841                       2,481

Other Operating Income
      Gain on sale of loans                                    600                         304
      Service charges on deposit accounts                      237                         215
      Other service charges and fees                           190                         166
      Other income                                             118                          48
                                                      ------------               -------------
            Total other operating income                     1,145                         733

Other Operating Expenses
      Salaries and employee benefits                         1,404                       1,444
      Occupancy expenses                                       420                         420
      Goodwill amortization                                     69                          42
      Other expenses                                           611                         441
                                                      ------------               -------------
            Total other operating expenses                   2,504                       2,347

Income before income taxes                                   1,482                         867
Income tax expense                                             308                         138
                                                      ------------               -------------
Net Income                                            $      1,174               $         729
                                                      ============               =============

Per Share Data
Net Income                                            $        .55               $         .33
Cash Dividends Paid and Declared                      $        .16               $         .15
Weighted average number of shares and
      common stock equivalents outstanding               2,117,783                   2,232,844

</TABLE>

THE COMPANY'S NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       2


<PAGE>

<TABLE>
<CAPTION>

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


                                                                         Net Unrealized
                                             Additional                    Gain (Loss)
                                  Common      Paid-In       Retained      on Securities
                                  Stock       Capital       Earnings    Available for Sale    Total
                                  -----       -------       --------    ------------------    -----
<S> <C>
Balance January 1, 1997           $  2,113   $    --        $  29,796       $   306         $  32,215

Net income                                                      1,174                           1,174

Cash dividends                                                  (338)                            (338)

Change in unrealized gains
        and losses on securities
        available for sale                                                    (185)              (185)
                                  --------   ------------   ---------       -------         ---------

Balance March 31, 1997            $  2,113   $    --        $  30,632       $   121         $  32,866
                                  ========   ============   =========       =======         =========
</TABLE>

                                       3


<PAGE>


<TABLE>
<CAPTION>

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

                                                                        Three Months Ended March 31,
                                                                        ----------------------------
                                                                            1997          1996
                                                                            ----          ----
<S> <C>
Cash flows from operating activities:
      Net income                                                   $       1,174      $        729
      Adjustments to reconcile net income to
      net cash provided by (used in) operating activities:
            Depreciation                                                     192               164
            Amortization of goodwill                                          69                42
            Provision for loan losses                                         30
            Accretion of discounts and amortization of
                  premiums on investment securities, net                     (22)              (25)
            Net realized (gain) loss on securities                           (11)               17
            Proceeds from sale of loans                                   41,633            17,687
            Origination of loans held for sale                           (43,188)          (31,576)
            Gain on sale of loans                                           (600)              426
            Change in other assets and liabilities:
               Accrued interest receivable                                   191               107
               Other assets                                                 (130)             (394)
               Accrued interest payable                                      115               121
               Other liabilities                                             311             1,431
                                                                   -------------     -------------
            Net cash provided by (used in) operating activities             (236)          (11,271)
                                                                   --------------    --------------

Cash flows from investing activities:
      Proceeds from maturities of investments
            held to maturity                                               3,168             5,057
      Proceeds from sales and maturities of
            investments available for sale                                 5,442             8,850
      Purchase of investment securities                                   (2,000)           (1,391)
      Purchase of investments available for sale                            (335)           (2,479)
      Net decrease (increase) in customer loans                           (3,506)           (7,699)
      Purchase of corporate premises and equipment                          (224)             (366)
      Purchase of Federal Home Loan Bank stock                              (205)              (52)
                                                                   --------------    -------------
            Net cash used in investing activities                          2,340             1,920
                                                                   -------------     -------------

Cash flows from financing activities:
      Net increase(decrease) in demand,
            interest-bearing demand and savings deposits                  (4,617)            2,311
      Net increase in time deposits                                          279             1,448
      Assumption of deposit liabilities in
           branch acquisition, net of premium paid                          --               7,837
      Net increase in other borrowings                                       245
      Proceeds from exercise of stock options                               --                  13
      Cash dividends                                                        (338)             (335)
                                                                   --------------    -------------
      Net cash provided by (used in) financing activities                 (4,431)           11,274
                                                                   --------------    -------------

Net increase (decrease) in cash and cash equivalents                      (2,327)            1,923
Cash and cash equivalents at beginning of period                           8,799            13,450
                                                                   -------------     -------------
Cash and cash equivalents at end of period                         $       6,472     $      15,373
                                                                   =============     =============

Supplemental disclosure
      Interest paid                                                $       1,764     $       2,015
      Income taxes paid                                                       69     $        --
</TABLE>

THE COMPANY'S NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       4

<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 March 31, 1997, the results of
operations for the three months ended March 31, 1997 and 1996, and cash flows
for the three months ended March 31, 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.

         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 2,117,783 and 2,232,844 for the
three months ended March 31, 1997 and 1996, respectively. There is no material
difference between primary and fully-diluted earnings per share.

NOTE 3

         On April 4, 1997, the Corporation tendered 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 61.0% for the three months ended March 31, 1997
compared to the same period of 1996. Net income for the three months ended March
31, 1997 was $1,174,000 compared to $729,000 for the same period of 1996.
Earnings per share were $.55 for the three month period, up 66.7% from $.33 per
share for the three months ended March 31, 1996.

            Profitability as measured by the Company's annualized return on
average assets (ROA) increased to 1.87% for the three months ended March 31,
1997, up from 1.23% for the same period of 1996. Another key indicator of
performance, the annualized return on average equity (ROE) for the three months
ended March 31, 1997 was 14.44%, compared to 9.30% for the three months ended
March 31, 1996.

RESULTS OF OPERATIONS

NET INTEREST INCOME

            Net interest income represents the principal source of earnings for
the Company. Net interest income equals the amount by which interest income
exceeds interest expense. Changes in the volume and mix of earning assets and
interest-bearing liabilities, as well as their respective yields and rates, have
a significant impact on the level of net interest income.

            Net interest income for the three months ended March 31, 1997 was
$2.9 million, an increase of $390,000, or 15.7% from $2.5 million for the three
months ended March 31, 1996. The increase in net interest income is a result of
an increase in the average balance of interest earning assets to $234.8 million
for the three months ended March 31, 1997 compared to $221.9 million for the
same period in 1996 and the increase in the Corporation's interest rate spread
on a taxable equivalent basis to 4.57% for the three months ended March 31, 1997
from 4.09% for the same period in 1996. In addition, the Corporation's net
interest margin on taxable equivalent basis increased to 5.36% for the three
months ended March 31, 1997 from 4.94% for the same period in 1996. The increase
in the Corporation's interest rate spread and net interest margin was a result
of the Corporation's effort in reallocating a substantial portion of lower
yielding investments into higher yielding loans.

NON-INTEREST INCOME

            Non-interest income increased $412,000 or 56.2% for the three months
ended March 31, 1997 from the same period of 1996. The majority of this increase
was a result of a $296,000 increase in the gain on sale of loans. This is a
result of the increase in volume of loans sold by C&F Mortgage Corporation, a
subsidiary of the Bank. C&F Mortgage Corporation began originating and selling


                                       6

<PAGE>


residential mortgages in December 31, 1995. The first quarter of 1996 was the
first full quarter of operations. Increases were also seen in service charges on
deposit accounts, other service charges and fees and other income. This increase
is a result of the Company's continued effort to generate and increase other
sources of non-interest income, including fees generated by C&F Investment
Services, Inc., a subsidiary of the Bank.

NON-INTEREST EXPENSE

            Non-interest expense increased $157,000, or 6.7%, for the three
month period ended March 31, 1997 from the same period in 1996. This increase is
mainly attributable to increases in the volume of activity at C&F Mortgage
Corporation, an increase in goodwill amortization which was a result of deposits
purchased in February of 1996, and the overall growth in the Corporation.

INCOME TAXES

            Income tax expense for the three months ended March 31, 1997
amounted to $308,000, compared to $138,000 for the three months ended March 31,
1996.

ASSET QUALITY-ALLOWANCE /PROVISION FOR LOAN LOSSES

            The allowance is to provide for potential losses inherent in the
loan portfolio. Among other factors, management considers the Company's
historical loss experience, the size and composition of the loan portfolio, the
value and adequacy of collateral and guarantors, non-performing credits, and
current and anticipated economic conditions. There are additional risks of
future loan losses which cannot be precisely quantified or attributed to
particular loans or classes of loans. Since those risks include general economic
trends as well as conditions affecting individual borrowers, the allowance for
loan losses is an estimate. The allowance is also subject to regulatory
examinations and determination as to adequacy, which may take into account such
factors as the methodology used to calculate the allowance and the size of the
allowance in comparison to peer banks identified by regulatory agencies.

            The Company had $30,000 in provision expense for the first three
months of 1997 compared to $0 for the same period in 1996. Loans charged off
amounted to $7,000 for the three months ended March 31, 1997 and $2,000 for the
same period of 1996. Recoveries amounted to $4,000 and $1,000 for the three
months ended March 31, 1997 and 1996, respectively. The ratio of net charge-offs
to average outstanding loans was .005% for the three months ended March 31,
1997. The allowance for loan losses was $1.9 million at March 31, 1997 and
December 31, 1996. The allowance approximates 1.2% and 1.4% of total loans
outstanding at March 31, 1997 and December 31, 1996, respectively. 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 $935,000 at March 31, 1997, an increase of $410,000 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.

            The Company places a loan on non-accrual status when management
believes, after considering economic and business conditions and collection
efforts, that the borrower's financial condition is such that collection of both
principal and interest is doubtful. Corporate policy is to place loans on

                                       7

<PAGE>

non-accrual status if principal or interest is past due for 90 days or more
unless the debt is both well secured and in the process of being collected.


FINANCIAL CONDITION

SUMMARY

            A financial institution's primary sources of revenue are generated
by its earning assets, while its major expenses are produced by the funding of
those assets with interest-bearing liabilities. Effective management of these
sources and uses of funds is essential in attaining a financial institution's
maximum profitability while maintaining a minimum amount of risk.

            At March 31, 1997, the Company had total assets of $253.7 million
compared to $256.7 million at December 31, 1996.

LOAN PORTFOLIO

            At March 31, 1997, loans held for sale amounted to $14.4 million, an
increase over the $12.2 million held at December 31, 1996. At March 31, 1997,
the Bank's loans net of unearned income and reserve for loan losses, totals
$140.2 million, an increase of 2.6% over the 1996 year-end total of $136.7
million.

            The following table sets forth the composition of the Corporation's
loans in dollar amounts and as a percentage of the Corporation's total gross
loans held for investment at the dates indicated:

                                    March 31, 1997           December 31, 1996
                                             (Dollars in Thousands)
                                Amount       Percent        Amount      Percent
                                ------       -------        ------      -------

Real estate - mortgage       $    87,115      61.3%       $  86,324       62.3%
Real estate - construction         5,060       3.6            3,415        2.5
Commercial, financial and
   agricultural                   37,881      26.6           36,385       26.2
Equity lines                       6,260       4.4            6,180        4.4
Consumer                           5,849       4.1            6,360        4.6
                             -----------     ------       ---------      ------
Total loans                      142,165     100.0%         138,664      100.0%
                                             ======                      ======
Less unearned income                 (4)                         (5)
Less allowance for possible
      loan losses                (1,953)                     (1,927)
                             -----------                  ---------
Total loans, net             $   140,208                  $ 136,732
                             ===========                  =========

INVESTMENT SECURITIES

            The investment securities portfolio plays a primary role in the
management of interest rate sensitivity of the Company and generates substantial
interest income. In addition, the portfolio serves as a source of liquidity and
is used as needed to meet collateral requirements.

            The securities portfolio consists of two components, investment
securities held to maturity and securities available for sale. Securities are
classified as investment securities based on management's intent and the
Company's ability, at the time of purchase, to hold such securities to maturity.
These securities are carried at amortized cost. Securities which may be sold in
response to changes in market interest rates, changes in the securities'

                                       8

<PAGE>

prepayment risk, increases in loan demand, general liquidity needs, and other
similar factors are classified as available for sale and are carried at
estimated fair value.

            At March 31, 1997, total investment securities were $79.1 million
compared to $85.6 for December 31, 1996. This decrease is a result of securities
not being reinvested as they mature. Securities of U.S. Government agencies and
corporations represent 44.4% of the total securities portfolio, obligations of
state and political subdivisions were 46.8%, U.S. Treasury securities were 3.8%,
investment-grade corporate bonds totaled .4% and preferred stocks were 4.6% at
March 31, 1997.

DEPOSITS

            The Company's predominate source of funds is depository accounts.
The Company's deposit base is comprised of demand deposits, savings and money
market accounts, and time deposits. The Company's deposits are provided by
individuals and businesses located within the communities served.

            Deposits  totaled $212.1 million at March 31, 1997 compared to
$216.4 at December 31, 1996.  Non-interest  bearing  deposits  totaled $28.7
million at March 31, 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 March 31, 1997, cash, securities classified as available for sale
and interest-bearing deposits were 9.5% 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 assessment of capital adequacy depends on a number of factors such
as asset quality, liquidity, earnings performance, and changing competitive
conditions and economic forces. The adequacy of the Company's capital is
reviewed by management on an ongoing basis. Management seeks to maintain a
capital structure that will assure an adequate level of capital to support
anticipated asset growth and to absorb potential losses.

        The Company's capital position continues to exceed regulatory
requirements. The primary indicators relied on by bank regulators in measuring
the capital position are the Tier I capital, total risk-based capital, and
leverage ratios. Tier I capital consist of common and qualifying preferred
shareholders' equity less goodwill. Total capital consist of Tier I risk-based
capital, qualifying subordinated debt, and a portion of the allowance for loan
losses. Risk-based capital ratios are calculated with reference to risk-weighted
assets. The Company's Tier I capital ratio was 16.2% at March 31, 1997 compared
to 20.8% at December 31, 1996. The total risk-based capital ratio was 17.3% at
March 31, 1997 compared to 22.1% at December 31, 1996. These ratios are in
excess of the mandated minimum requirements.

                                       9

<PAGE>

        Shareholders' equity reached $32.9 million at the end of the first
quarter of 1997 compared to $32.2 million at December 31, 1996. The leverage
ratio consists of Tier I capital divided by quarterly average assets. At March
31, 1997, the Company's leverage ratio was 12.3% compared to 12.2% at December
31, 1996. Each of these exceeds the required minimum leverage ratio of 3%.

NEW ACCOUNTING PRONOUNCEMENTS

        In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards 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.

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

            C&F Financial Corporation's Annual Shareholders Meeting was held on
April 15, 1997.

(a)   William E. O'Connell, Jr. was elected as a Class III Director to the Board
      of Directors until the 1999 Annual Meeting of Shareholders.  Larry G.
      Dillon and D. N. Sutton, Jr. were elected as Class I Directors to the
      Board of Directors until the 2000 Annual Meeting of Shareholders.

(b)   Deloitte & Touche LLP was appointed as independent auditors of the Company
      for 1997.


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 Corporation filed a Form 8-K on February 18, 1997 and
April 1, 1997. The February 18, 1997 8-K related to the first quarter dividend
which was declared in February. An 8-K was filed because the first quarter
dividend was usually declared in March. The April 1, 1997 Form 8-K stated the
approximate results of the Corporation's tender offer which expired on March 28,
1997.

                                       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     May 9, 1997     /s/ Larry G. Dillon
       ----------------- ------------------------------------------------------
                         Larry G. Dillon, President and Chief Executive Officer



Date     May 9, 1997     /s/ Thomas F. Cherry
       ----------------- ------------------------------------------------------
                         Thomas F. Cherry, Chief Accounting Officer

                                       12


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
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