UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
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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 000-23423
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C&F FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 54-1680165
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Eighth and Main Streets, West Point, VA 23181
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 843-2360
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $1.00 Par
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ( X ) Yes ( ) No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ( )
The aggregate market value of the Common Stock held by non-affiliates of
the Registrant was approximately $62,201,958 as of March 17, 1998.
The number of shares outstanding of the registrant's common stock, $1.00
par value was 1,925,625 at March 17, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
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Location in Form 10-K Incorporated Document
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PART II
Item 5 - Market for Registrants Common The Company's 1997 Annual Report to Shareholders for
Equity and Related Stockholder Matters fiscal years ended December 31, 1997, Investor Information,
page 45.
Item 6 - Selected Financial Data The Company's 1997 Annual Report to Shareholders for fiscal
years ended December 31, 1997, Five Year Financial Summary,
page 13.
Item 7 - Management's Discussion and The Company's 1997 Annual Report to Shareholders
Analysis of Financial Conditions for the fiscal years ended December 31, 1997,
and Results of Operations Management's Discussion and Analysis of Financial
Condition and Results of Operations, pages 13 through 24.
Item 8 - Financial Statements and The Company's 1997 Annual Report to Shareholders
Supplementary Data for fiscal years ended December 31, 1997, Consolidated
Financial Statements, Notes to Consolidated Financial
Statements, and Independent Auditors' Report, pages
25 through 44.
Item 9 - Changes in and Disagreements The Company's September 30, 1997 Form 10Q, Other
With Accountants on Accounting Information, page 11, and exhibit 16.
and Financial Disclosure
PART III
Item 10 - Directors and Executive The Company's 1998 Proxy Statement,
Officers of the Registrant Election of Directors, pages 2 through 4.
Item 11 - Executive Compensation The Company's 1998 Proxy Statement, Executive
Compensation, pages 5 through 6.
Item 12 - Security Ownership of Certain The Company's 1998 Proxy Statement, Principal Holders
Beneficial Owners and Management of Capital Stock, page 2.
Item 13 - Certain Relationships and The Company's 1998 Proxy Statement, Interest of
Related Transactions Management in Certain Transactions, page 5.
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TABLE OF CONTENTS
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PART 1
ITEM 1. BUSINESS..................................................................................page 1
ITEM 2. PROPERTIES................................................................................page 2
ITEM 3. LEGAL PROCEEDINGS.........................................................................page 3
ITEM 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS...........................................................page 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.........................................................page 4
ITEM 6. SELECTED FINANCIAL DATA...................................................................page 4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION............................................page 4
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK................................page 4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............................................page 7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE..................................................page 7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT......................................................................page 8
ITEM 11. EXECUTIVE COMPENSATION....................................................................page 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT...................................................................page 9
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS............................................................................page 9
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K.........................................................page 10
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PART I
Item 1. BUSINESS
General
C&F Financial Corporation (the "Company") is a bank holding company which
was incorporated under the laws of the Commonwealth of Virginia in March, 1994.
The Company owns all of the stock of its sole subsidiary, Citizens and Farmers
Bank (the "Bank"), which is an independent commercial bank chartered under the
laws of the Commonwealth of Virginia. The Bank has a total of nine branches. The
Bank has its main office at Eighth and Main Streets, West Point, Virginia, and
has branch offices in the locations of Norge, Middlesex, Providence Forge,
Quinton, Tappahannock, Varina, Williamsburg and West Point (2 branches). The
Bank was originally opened for business under the name Farmers and Mechanics
Bank on January 22, 1927.
The local community served by the Bank is defined as those portions of
King William County, King and Queen County, Hanover County and Henrico County
which are east of Route 360; Essex, Middlesex, New Kent, Charles City, and James
City Counties; that portion of York County which is directly north of James City
County; and that portion of Gloucester County surrounded by Routes 14 and 17.
The Company, through its subsidiaries, offers a wide range of banking
services available to both individuals and small businesses. These services
include various types of checking and savings deposit accounts, and the making
of business, real estate, development, mortgage, home equity, automobile and
other installment, demand and term loans. Also, the Bank offers ATMs at all
locations, credit card services, trust services, travelers' checks, money
orders, safe deposit rentals, collections, notary public, wire services and
other customary bank services to its customers.
The Bank has three wholly-owned subsidiaries, C & F Title Agency, Inc.,
C&F Investment Services, Inc., and C&F Mortgage Corporation, all incorporated
under the laws of the Commonwealth of Virginia. C&F Title Agency, Inc. sells
title insurance to the mortgage loan customers of the Company. C&F Investment
Services, Inc., organized April, 1995, is a full-service brokerage firm offering
a comprehensive range of investment options including stocks, bonds, annuities
and mutual funds. C&F Mortgage Corporation, organized in September, 1995,
originates and sells residential mortgages.
C&F Mortgage Corporation provides mortgage services through six locations
in Virginia and two in Maryland. The Virginia offices are in Richmond (two
locations), Williamsburg, Newport News, Charlottesville, and Chester. The
Maryland offices are in Crofton and Bel Aire.
As of December 31, 1997, a total of 220 persons were employed by the
Company, of whom 17 were part-time. The Company considers relations with its
employees to be excellent.
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Competition
The Bank is subject to competition from various financial institutions
and other companies or firms that offer financial services. The Bank's principal
competition in its market area consists of all the major statewide banks. The
Bank also competes for deposits with savings and loan associations, credit
unions and money-market funds. In making loans, the Bank competes with consumer
finance companies, credit unions, leasing companies and other lenders.
C&F Mortgage Corporation competes for mortgage loans in its market
areas with other mortgage companies, commercial banks and other financial
institutions.
C&F Investment Services competes with other investment companies,
brokerage firms, and insurance companies to provide these services.
C&F Title Agency competes with other title companies owned by lawyers
and other financial institutions.
Regulation and Supervision
The Company is subject to regulation by the Federal Reserve Bank under
the Bank Holding Company Act of 1956. The Company is also under the jurisdiction
of the Securities and Exchange Commission and certain state securities
commissions with respect to matters relating to the offer and sale of its
securities. In addition, the Bank is subject to regulation and examination by
the State Corporation Commission and the Federal Deposit Insurance Corporation.
ITEM 2. PROPERTIES
The following describes the location and general character of the
principal offices and other materially important physical properties of the
Company and its subsidiary.
The Company owns the headquarters located at Eighth and Main Streets in
the business district of West Point, Virginia. The building, originally
constructed in 1923, has three floors totaling 15,000 square feet. This building
houses the Citizens and Farmers Bank Main Office branch, C&F Investment
Services, Inc. offices, and office space for the Company's administrative
personnel.
The Company also owns a building located at Seventh and Main Streets in
West Point, Virginia. The building provides space for Citizens and Farmers Bank
operations functions and staff. The building was originally constructed prior to
1935 and remodeled by the Company in 1991. The two-story building has 20,000
square feet.
Citizens and Farmers Bank owns eight other branch locations in
Virginia. Also, the Bank owns several lots in West Point, Virginia and one other
lot in New Kent County, Virginia.
C&F Mortgage Corporation has eight leased offices, six in Virginia and
two in Maryland. Rental expense for these locations totaled $244,000 for the
year ended December 31, 1997.
All of the Company's properties are in good operating condition and are
adequate for the Company's present and anticipated future needs.
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ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a
party or of which the property of the Company is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders of the Company through a
solicitation of proxies or otherwise.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information contained on pages 43 and 45 of the 1997 Annual Report to
Shareholders, which is attached hereto as Exhibit 13, under the captions, "Note
18: Quarterly Condensed Statements of Income - Unaudited" and "Investor
Information" is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information contained on page 13 of the 1997 Annual Report to
Shareholders, which is attached hereto as Exhibit 13, under the caption, "Five
Year Financial Summary" is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The information contained on pages 13 through 24 of the 1997 Annual
Report to Shareholders, which is attached hereto as Exhibit 13, under the
caption, "Management's Discussion and Analysis of Financial Condition and
Results of Operation", is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As the holding company for a commercial bank, the Company's primary
component of market risk is interest rate volatility. Fluctuations in interest
rates will ultimately impact both the level of income and expense recorded on a
large portion of the Bank's assets and liabilities, and the market value of all
interest-earning assets and interest-bearing liabilities, other than those which
possess a short term to maturity. Since the majority of the Company's
interest-earning assets and all of the Company's interest-bearing liabilities
are held by the Bank, virtually all of the Company's interest rate risk exposure
lies at the Bank level. Therefore, all significant interest rate risk management
procedures are performed by management of the Bank. Based upon the nature of the
Bank's operations, the Bank is not subject to foreign currency exchange or
commodity price risk. The Bank's loan portfolio is concentrated primarily in the
counties of King William, King and Queen, Hanover, Henrico, Essex, Middlesex,
New Kent, Charles City, York and James City and is therefore subject to risks
associated with the local economy. As of December 31, 1997, the Company does not
own any trading assets. As of December 31, 1997, the Company does not have any
hedging transactions in place such as interest rate swaps and caps.
The Bank's interest rate management strategy is designed to stabilize net
interest income and preserve capital. The Bank manages interest rate risk
through the use of a simulation model which measures the sensitivity of future
net interest income and the net portfolio value to changes in interest rates. In
addition, the Bank monitors interest rate sensitivity through analysis,
measuring the terms to maturity or next repricing date of interest-earning
assets and interest-bearing liabilities. The matching of the maturities of
assets and liabilities may be analyzed by examining the extent to which assets
and liabilities are "interest rate sensitive" and by monitoring an institution's
interest rate sensitivity "gap". An asset or liability is said to be "interest
rate sensitive" within a specific time period if it will mature or reprice
within that time period. The interest rate sensitivity "gap" is defined as the
difference between the amount of interest-earning assets anticipated, based upon
certain assumptions, to mature or reprice within a specific time period and the
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amount of interest-bearing liabilities anticipated, based upon certain
assumptions, to mature or reprice within that time period. A gap is considered
negative when the amount of interest rate sensitive liabilities maturing or
repricing within a specific time period exceeds the amount of interest rate
sensitive assets maturing or repricing within that same time period. During a
period of rising interest rates, a negative gap would tend to result in a
decrease in net interest income while a positive gap would tend to result in an
increase in net interest income. In a declining interest rate environment, an
institution with a negative gap would generally be expected, absent the effect
of other factors, to experience a greater decrease in the cost of its
liabilities relative to the yield of its assets and thus an increase in the
institution's net interest income, whereas an institution with a positive gap
would be expected to experience the opposite results.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates as of December 31,
1997 based on the information and assumptions set forth in the notes. The
Company believes that the assumptions utilized are reasonable. The expected
maturity date values for loans were calculated by adjusting the instruments
contractual maturity date for expectations of prepayments, as set forth in the
notes. Similarly, expected maturity date values for interest-bearing core
deposits were calculated based upon estimates of the period over which the
deposits would be outstanding as set forth in the notes. From a risk management
perspective, however, the Company utilizes both maturity and repricing dates, as
opposed to solely using expected maturity dates.
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Principal Amount Maturing in:
Fair Value
There- Dec. 31,
(Dollars in thousands) 1998 1999 2000 2001 2002 after Total 1997
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Earning assets:
Fixed rate loans(1)(2) $ 16,002 $ 9,777 $ 7,598 $ 6,265 $ 5,142 $ 18,185 $ 62,969 $ 62,780
Average interest rate 9.01% 8.67% 8.32% 8.06% 7.91% 7.82% 8.35%
Variable rate loans(1)(2) $ 31,035 $ 8,338 $ 5,846 $ 5,291 $ 4,747 $ 39,738 $ 94,995 $ 95,208
Average interest rate 9.45% 8.91% 8.64% 8.62% 8.60% 8.62% 8.91%
Loans held for sale(3) $ 24,525 - - - - - $ 24,525 $ 24,853
Average interest rate 6.28% - - - - - 6.28%
Taxable securities(4) $ 5,800 $ 2,997 $ 1,000 $ 999 - $ 25,558 $ 36,354 $ 36,510
Average interest rate 8.08% 6.70% 6.40% 8.00% - 6.73% 6.97%
Tax-exempt securities(5) $ 500 $ 1,170 $ 950 $ 1,040 $ 1,378 $ 35,094 $ 40,132 $ 42,031
Average interest rate 6.38% 6.56% 6.80% 6.67% 5.82% 5.77% 5.85%
Other interest-bearing assets $ 1,027 - - - - - $ 1,027 $ 1,027
Average interest rate 5.23% - - - - - 5.23%
Interest-bearing liabilities:
Money market, savings and
interest-bearing transaction
accounts(6) $ 57,063 $ 9,511 $ 9,511 $ 9,510 $ 9,510 - $ 95,105 $ 95,199
Average interest rate 3.00% 3.01% 2.98% 2.95% 2.92% - 2.99%
Certificates of deposit $ 76,767 $ 16,552 $ 5,689 $ 432 $ 1,326 $ 347 $ 101,113 $ 101,275
Average interest rate 5.09% 5.46% 6.08% 5.37% 5.81% 3.55% 5.21%
Borrowings $ 9,336 - - - - - $ 9,336 $ 9,336
Average interest rate 5.16% - - - - - 5.16%
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(1) Net of undisbursed loan proceeds and does not include net deferred loan fees
or the allowance for loan losses.
(2) For single-family residential loans, assumes annual prepayment rate of 12%.
No prepayment assumptions were used for all other loans.
(3) Does not include net deferred loan fees.
(4) Includes the Company's investment in Federal Home Loan Bank stock.
(5) Average interest rates are the average of stated coupon rates and have not
been adjusted for taxes.
(6) For money market, savings and interest-bearing transaction accounts, assumes
an annual decay rate of 60% for 1998 and 10% for each of the years 1999 through
2002.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained on pages 25 through 44 of the 1997 Annual
Report to Shareholders, which is attached hereto as Exhibit 13, under the
captions, "Consolidated Financial Statements", "Notes to Consolidated Financial
Statements", and "Independent Auditors' Report", is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The information in Item 5, Other Information, page 11, and exhibit 16 to
Form 10Q filed November 12, 1997, of C&F Financial Corporation is incorporated
herein by reference.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 with respect to the Directors of the
Registrant is contained on pages 2 through 4 of the 1998 Proxy Statement, which
is attached hereto as Exhibit 99, under the caption, "Election of Directors", is
incorporated herein by reference.
The information in the following table pertains to the executive officers
of the Company.
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Executive Officers of C&F Financial Corporation
Name (Age) Business Experience Number of Shares Beneficially
Present Position During Past Five Years Owned as of March 18, 1998
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Larry G. Dillon (45) President of the Bank since 1989; 20,601 (1)
Chairman, President and Senior Vice President of the Bank
Chief Executive Officer prior to 1989
Gari B. Sullivan (60) Senior Vice President of the Bank since 1990; 4,505 (1)
Secretary Vice President of the Bank from 1989 to 1990;
President of the Middlesex Region of First
Virginia Bank prior to 1989
Brad E. Schwartz (35) Promoted to Senior Vice President of the Bank 5,436 (1)
Treasurer in December 1997. Vice President of the Bank
from 1991 to December 1997; Administrative
Officer of the Bank from 1989 to 1991;
Senior Financial Institutions Examiner with
the Bureau of Financial Institutions of the
Virginia State Corporation Commission prior
to 1989
Thomas F. Cherry (29) Vice President of the Bank since December 1996. 283 (1)
Chief Accounting Officer Manager with Price Waterhouse, LLP in Norfolk, VA
prior to December 1996.
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(1) Includes exercisable options of 6,734, 3,034, 5,034, and 233 shares
presently held by Messrs. Dillon, Sullivan, Schwartz, and Cherry,
respectively.
ITEM 11. EXECUTIVE COMPENSATION
The information contained on pages 5 through 6 of the 1998 Proxy
Statement, which is attached hereto as Exhibit 99, under the caption, "Executive
Compensation", is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP ON CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained on page 2 of the 1998 Proxy Statement, which is
attached hereto as Exhibit 99, under the caption, "Principal Holders of Capital
Stock", is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained on page 5 of the 1998 Proxy Statement, which is
attached hereto as Exhibit 99, under the caption, "Interest of Management In
Certain Transactions", is incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
14 (a) Exhibits
Exhibit No. 3: Articles of Incorporation and Bylaws
Articles of Incorporation and Bylaws of C&F Financial
Corporation filed as Exhibit Nos. 3.1 and 3.2, respectively,
to Form 10KSB filed March 29, 1996, of C&F Financial
Corporation is incorporated herein by reference.
Exhibit No. 10: Material Contracts
Exhibit No. 13: C&F Financial Corporation 1997 Annual
Report to Shareholders
Exhibit No. 21: Subsidiaries of the Registrant
Citizens and Farmers Bank, incorporated in the Commonwealth
of Virginia (100% owned)
Exhibit No. 23: Consents of experts and counsel
23.1 Consent of Yount, Hyde & Barbour, P.C.
23.2 Consent of Deloitte & Touche LLP
Exhibit No. 27: Financial Data Schedule
Exhibit No. 99: Additional Exhibits
99.1 C&F Financial Corporation 1998 Annual Meeting Proxy
Statement
99.2 Independent Auditors Report of Deloitte &
Touche LLP for 1996 and 1995
14 (b) Reports on Form 8-K filed in the fourth quarter of 1997:
The Company filed Form 8-K dated November 25, 1997 in the last
quarter of the fiscal year ended December 31, 1997. The filing
was in order to generate an Exchange Act file number for the
Company's use in making an application to the National
Association of Securities Dealers Automated Quotation System.
14 (c) Exhibits to this Form 10-K are either filed as part of this
Report or are incorporated herein by reference.
14 (d) Financial Statements Excluded from Annual Report to Shareholders
pursuant to Rule 14a3(b). Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, C&F Financial Corporation has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized:
C&F FINANCIAL CORPORATION
/s/ Larry G. Dillon /s/ Thomas F. Cherry
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Larry G. Dillon Thomas F. Cherry
Chairman, President and Chief Executive Officer Chief Accounting Officer
Date: March 20, 1998 Date: March 20, 1998
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ W.T. Robinson Date: March 20, 1998
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W. T. Robinson, Director
/s/ J. P. Causey Jr. Date: March 20, 1998
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J. P. Causey Jr., Director
/s/ James H. Hudson, III Date: March 20, 1998
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James H. Hudson, III, Director
/s/ Larry G. Dillon Date: March 20, 1998
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Larry G. Dillon, Director
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William E. O'Connell, Jr., Director
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Sture G. Olsson, Director
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EXHIBIT 10
CHANGE IN CONTROL AGREEMENT
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THIS AGREEMENT is entered into as of the 16th day of December, 1997 by
and between C&F FINANCIAL CORPORATION, a Virginia corporation (the "Company"),
and LARRY G. DILLON (the "Executive").
RECITALS
I. The Executive currently serves as Chief Executive Officer of the
Company, and is a key member of management of the Company and its affiliates,
and his services and knowledge are valuable to the Company and its affiliates.
II. The Board (as defined below) has determined that it is in the best
interests of the Company and its shareholders to assure that the Company and its
affiliates will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change in Control (as defined below)
of the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company and its affiliates
currently and in the event of any threatened or pending Change in Control.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. CERTAIN DEFINITIONS.
(a) "Agreement Effective Date" means December 16, 1997.
(b) The "Agreement Term" means the period commencing on the Agreement
Effective Date and ending on the earlier of (i) the Agreement Regular
Termination Date or (ii) the date this Agreement terminates pursuant to Section
7. The "Agreement Regular Termination Date" means the third anniversary of the
Agreement Effective Date, provided, however, that commencing on the first
anniversary of the Agreement Effective Date, and on each subsequent anniversary
(such date and each subsequent anniversary shall be hereinafter referred to as
the "Renewal Date"), unless this Agreement is previously terminated, the
Agreement Regular Termination Date shall be automatically extended for three
years from the latest Renewal Date, unless at least one month prior to the
latest Renewal Date the Company shall give notice to the Executive in accordance
with Section 10(c) of this Agreement that the Agreement Regular Termination Date
shall not be so extended.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" means:
(i) the willful and continued failure of the Executive to
substantially perform his duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due
to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board, pursuant to a
vote of a majority of the "Outside Directors" (as defined below), which
specifically identifies the manner in which the Outside Directors of
the Board believe that the Executive has not substantially performed
his duties, or
(ii) the willful engaging by the Executive in illegal conduct
or gross misconduct which is materially and demonstrably injurious to
the Company.
For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of employment
of the Executive shall not be deemed to be for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than two-thirds of the members of the Board
who are not and have never been employed by the Company or its subsidiaries (the
"Outside Directors") at a meeting of the Board called and held for such purpose
(after reasonable notice is provided to the Executive in accordance with Section
10(c) of this Agreement and the Executive is given an opportunity, together with
counsel, to be heard before the Board), finding that, in the good faith opinion
of the Board, the Executive has engaged in the conduct described in paragraph
(i) or (ii) above, and specifying the particulars thereof in detail.
(e) The "Change in Control Date" means the first date during the
Agreement Term on which a Change in Control (as defined in Section 2) occurs.
Anything in this Agreement to the contrary notwithstanding, if a Change in
Control occurs and if the Executive's employment with the Company is terminated
prior to the date on which the Change in Control occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment either (i) was
at the request of a third party who has taken steps reasonably calculated to
effect a Change in Control or (ii) otherwise arose in connection with or
anticipation of a Change in Control, then for all purposes of this Agreement the
"Change in Control Date" shall mean the date immediately prior to the date of
such termination of employment.
(f) "Company" means C&F Financial Corporation, a Virginia corporation.
(g) "Coverage Period" means the period of time beginning with the
Change in Control Date and ending on the earliest to occur of (i) the
Executive's death and (ii) the sixty-first day after the second anniversary of
the Change in Control Date.
(h) "Disability" means the absence of the Executive from his duties
with the Company on a full-time basis for six months as a result of incapacity
to serve as the Chief Executive Officer of the Company, including substantially
all duties normally considered a part thereof, due to mental or physical illness
or injury which is determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative. If the Company determines in good faith that
the Disability of the Executive has occurred, it may give to the Executive
written notice in accordance with Section 10(c) of this Agreement of its
intention to terminate the Executive's employment. In such event, the
Executive's employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the "Disability Effective
Date"), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of his duties.
(i) "Good Reason" means any good faith determination made by the
Executive (which determination shall be conclusive) that any of the following
has occurred:
(i) the occurrence, on or after the Agreement Effective Date
and during the Coverage Period, of any of the following:
(A) the assignment to the Executive of any duties
inconsistent in any material adverse respect with the
Executive's position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities
immediately prior to the Change in Control, or any other
action by the Company which results in a diminution in such
position, authority, duties or responsibilities, excluding for
this purpose an isolated, insubstantial and inadvertent action
not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the
Executive in accordance with Section 10(c) of this Agreement;
(B) a reduction by the Company in the Executive's
rate of annual base salary, benefits (including, without
limitation, incentive or bonus pay arrangements, stock plan
benefit arrangements, and retirement and welfare plan
coverage) and perquisites as in effect immediately prior to
the Change in Control or as the same may be increased from
time to time thereafter, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which
is remedied by the Company promptly after receipt of notice
thereof given by the Executive in accordance with Section
10(c) of this Agreement;
(C) the Company's requiring the Executive to be based
at any office or location more than 35 miles from the facility
where the Executive is located at the time of the Change in
Control or the Company's requiring the Executive to travel on
Company business to a substantially greater extent than
required immediately prior to the Change in Control Date (but
determined without regard to travel necessitated by reason of
any anticipated Change in Control);
(D) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted
by this Agreement;
(E) any failure by the Company to comply with and
satisfy Section 9(c) of this Agreement by obtaining
satisfactory agreement from any successor to assume and
perform this Agreement; or
(F) so long as no Cause for Executive's termination
by the Company exists (or would exist assuming the Board made
a determination of Cause), a voluntary cessation by the
Executive of his employment for any reason during any Window
Period.
(ii) any event or condition described in paragraph (i) of this
Section 1(i) which occurs on or after the Agreement Effective Date, but
prior to a Change in Control, but was at the request of a third party
who effectuates the Change in Control, notwithstanding that it occurred
prior to the Change in Control, but such event or condition shall not
be considered to actually have occurred until the Change in Control
Date.
(j) "Covered Termination" means a termination of Executive's employment
during the Coverage Period (i) by the Company for any reason other than Cause or
the Executive's Disability or death, or (ii) by the Executive for Good Reason.
(k) "Noncovered Termination" means a cessation of Executive's
employment which is not a Covered Termination.
(l) "Window Period" means any of (i) the 60-day period commencing on
the Change in Control Date, (ii) the 60-day period commencing on the first
anniversary of the Change in Control Date, and (iii) the 60-day period
commencing on the second anniversary of the Change in Control Date.
2. CHANGE IN CONTROL. "Change in Control" means the occurrence, during
the Agreement Term, of either an "Acquisition of Controlling Ownership" (as
defined in Section 2(a) below), a "Change in the Incumbent Board" (as defined in
Section 2(b) below), a "Business Combination" (as defined in Section 2(c)
below), or a "Liquidation or Dissolution" (as defined in Section 2(d) below).
(a) "Acquisition of Controlling Ownership" means the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (x) the then outstanding shares
of common stock of the Company (the "Outstanding Common Stock") or (y) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding Voting
Securities"). Notwithstanding the foregoing, for purposes of this Section 2(a),
the following acquisitions shall not constitute a Change in Control:
(i) any acquisition directly from the Company,
(ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or
(iv) any acquisition by any corporation pursuant to a
transaction which complies with paragraphs (i), (ii) and (iii) of) of
this Section 2(c).
(b) "Change in the Incumbent Board" means that individuals who, as of
November 30, 1997, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board. For this purpose, any
individual who becomes a director subsequent to November 30, 1997 whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be thereupon considered a member of the Incumbent Board (with his
predecessor thereafter ceasing to be a member), but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board.
(c) "Business Combination" means the consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a "Business Combination") unless all of the
following occur:
(i) all or substantially all of the individuals and entities
who were the beneficial owners respectively, of the Outstanding Common
Stock and Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries,
in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be,
(ii) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination, or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination, and
(iii) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such
Business Combination.
(d) "Liquidation or Dissolution" means the approval by the shareholders
of the Company of a complete liquidation or dissolution of the Company.
3. OBLIGATIONS OF THE EXECUTIVE TO REMAIN EMPLOYED. The Executive
agrees that in the event any person or group attempts a Change in Control, he
shall not voluntarily leave the employ of the Company without Good Reason (i)
until such attempted Change in Control terminates or (ii) if a Change in Control
shall occur, until the Change in Control Date. For purposes of the foregoing
clause (i), Good Reason shall be determined as if a Change in Control had
occurred when such attempted Change in Control became known to the Board.
4. OBLIGATIONS UPON THE EXECUTIVE'S TERMINATION.
(a) Notice of Termination. Any termination of the Executive's
employment by the Company or by the Executive, other than by reason of death,
shall be communicated by Notice of Termination to the other party hereto given.
For purposes hereof:
(i) "Notice of Termination" means a written notice given in
accordance with Section 10(c) of this Agreement which (A) states
whether such termination is for Cause, Good Reason or Disability, (B)
indicates the specific termination provision in this Agreement relied
upon, if any, (C) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so
indicated, and (D) if the Date of Termination is other than the date of
receipt of such notice, specifies the termination date. The failure by
the Executive or the Company to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of Good Reason,
Cause or Disability shall not waive any right of the Executive or the
Company, respectively, hereunder or preclude the Executive or the
Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.
(ii) "Date of Termination" means (A) if the Executive's
employment is terminated by reason of Disability, the Disability
Effective Date, (B) if the Executive's employment is terminated by the
Company for any reason other than Disability, the date of the
Executive's receipt of the Notice of Termination or any later date
specified therein, as the case may be, and (C) if the Executive's
employment is terminated by the Executive for any reason, the date of
the Company's receipt of the Notice of Termination or any later date
specified therein, as the case may be.
(b) Obligations of the Company in a Covered Termination. If the
Executive's employment shall cease by reason of a Covered Termination, then the
following shall be paid or provided (the payments and benefits described in (i),
(ii) and (iii) below may hereinafter sometimes be referred to as the "Change in
Control Benefit" or "Change in Control Benefits"):
(i) the Company shall pay or cause to be paid in cash to the
Executive in twelve (12) consecutive quarterly installments, with
interest at the applicable federal rate (as defined in Section 1274(d)
of the Internal Revenue Code of 1986, as amended (the "Code"))
determined at the Change in Control Date on the unpaid balance paid at
the same time on each installment payment other than the first payment,
with the first of such installments being paid not later than 30 days
after the Date of Termination, (or if the Executive requests and the
Company agrees in a lump sum within 30 days after the Date of
Termination) and with the aggregate payments (excluding interest)
totaling an amount equal to the product of (A) two and one-half and (B)
the sum of the Executive's (1) highest aggregate annual base salary
from the Company and its affiliated companies in effect at any time
during the 24 month period ending on the Change in Control Date and (2)
highest aggregate annual bonuses (including any deferrals thereof) from
the Company and its affiliated companies payable for the Company's
three fiscal years immediately preceding the fiscal year which includes
the Change in Control Date;
(ii) for three years after the Executive's Date of
Termination, or such longer period as may be provided by the terms of
the appropriate plan, program, practice or policy, the Company shall
continue or cause to be continued benefits to the Executive and/or the
Executive's family at least equal to those under the Welfare Benefit
Plans. If the Executive becomes reemployed with another employer and is
eligible to receive medical or other welfare benefits under another
employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility. For purposes of
determining eligibility (but not the time of commencement of benefits)
of the Executive for any retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to
have remained employed until three years after the Date of Termination
and to have retired on the last day of such period. For purposes
hereof, the term "Welfare Benefit Plan" means the welfare benefit
plans, practices, policies and programs provided by the Company and its
affiliates (including, without limitation, any medical, prescription,
dental, vision, disability, life, accidental death and travel accident
insurance plans and split dollar insurance programs) to the extent
applicable generally to other peer executives of the Company and its
affiliates, but in no event shall such plans, practices, policies and
programs provide the Executive with benefits which are less favorable,
in the aggregate, than the most favorable of such plans, practices,
policies and programs in effect for the Executive at any time during
the one year period immediately preceding the Change in Control Date
or, if more favorable to the Executive, those provided generally at any
time after the Change in Control Date to other peer executives of the
Company and its affiliated companies;
(iii) if the Executive so requests in writing within one year
after the Date of Termination, the Company shall purchase the residence
which the Executive was using as his primary residence at the Change in
Control Date, or such later date to which the Company consents in
writing in its sole discretion, for an amount equal to its appraised
fair market value at the time of purchase, where the appraisal is
performed by an appraiser who is mutually agreeable to the Executive
and the Company or otherwise is selected by the Executive from a list
of not less than five appraisers selected by the Company and not doing
any substantial business with the Company; and
(iv) to the extent not theretofore paid or provided, the
Company shall timely pay or cause to be paid or provide or cause to be
provided to the Executive any other amounts or benefits required to be
paid or provided or which the Executive is eligible to receive under
any compensation arrangement, plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies (such
other amounts and benefits shall be hereinafter referred to as the
"Other Benefits").
(c) Obligations of the Company in a Noncovered Termination. If the
Executive's employment shall cease by reason of a Noncovered Termination, this
Agreement shall terminate without further obligations to the Executive other
than the obligation timely to pay or cause to be paid or provide or cause to be
provided to the Executive his Other Benefits.
5. FULL SETTLEMENT.
(a) No Offset or Mitigation. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive. In no event shall the Executive be obligated to seek other employment
or take any other action by way of mitigation of the amounts payable to the
Executive under any of the provisions of this Agreement and such amounts shall
not be reduced whether or not the Executive obtains other employment.
(b) Executive's Expenses in Dispute Resolution. The Company agrees to
pay, to the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of a contest (in which the Executive
substantially prevails) by the Company, the Executive or others of the validity
or enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus in
each case interest on any delayed payment at the lower of (i) the Crestar Bank
Prime Rate or (ii) the applicable Federal mid-term rate provided for in Section
1274(d), compounded semi-annually, of the Code.
(c) Payment prior to Dispute Resolution. If there shall be any dispute
between the Company and the Executive in the event of any termination of
Executive's employment, then, unless and until there is a final, nonappealable
judgment by a court of competent jurisdiction declaring that such termination
was a Noncovered Termination, that the determination by the Executive of the
existence of Good Reason was not made in good faith, or that the Company is not
otherwise obligated to pay any amount or provide any benefit to the Executive
and his dependents or other beneficiaries, as the case may be, under Section
4(b), the Company shall pay all amounts, and provide all benefits, to the
Executive and his dependents or other beneficiaries, as the case may be, that
the Company would be required to pay or provide pursuant to Section 4(b) as
though such termination were not a Noncovered Termination. Notwithstanding the
foregoing, the Company shall not be required to pay any disputed amounts
pursuant to this Section 5(c) except upon receipt of an adequate bond, letter of
credit or undertaking by or on behalf of the Executive to repay all such amounts
to which the Executive is ultimately adjudged by such court not to be entitled.
6. PAYMENT LIMITATIONS.
(a) Excise Tax Payment Limitation. Notwithstanding anything contained
in this Agreement or any other agreement or plan to the contrary, the payments
and benefits provided to, or for the benefit of, the Executive under this
Agreement or under any other plan or agreement which became payable or are taken
into account as a result of the Change in Control (the "Payments") shall be
reduced (but not below zero) to the extent necessary so that no payment to be
made, or benefit to be provided, to the Executive or for his benefit under this
Agreement or any other plan or agreement shall be subject to the imposition of
an excise tax under Section 4999 of the Code (such reduced amount is hereinafter
referred to as the "Limited Payment Amount"). Unless the Executive and the
Company shall otherwise agree, the Company shall reduce or eliminate the
Payments to the Executive by first reducing or eliminating those payments or
benefits which are not payable in cash and then by reducing or eliminating cash
payments, in each case in reverse order beginning with payments or benefits
which are to be paid the farthest in time from the Determination (as hereinafter
defined). Any notice given by the Executive pursuant to the preceding sentence
shall take precedence over the provisions of any other plan, arrangement or
agreement governing Executive's rights and entitlements to any benefits or
compensation.
(b) Excise Tax Payment Limitation Determinations. All determinations
required to be made under this Section 6 shall be made by the Company's public
accounting firm (the "Accounting Firm"). The Accounting Firm shall provide its
calculations, together with detailed supporting documentation, both to the
Company and the Executive within fifteen days after the receipt of notice from
the Company that there has been a Payment (or at such earlier times as is
requested by the Company) and, with respect to any Limited Payment Amount, a
reasonable opinion to the Executive that he is not required to report any excise
tax on his federal income tax return with respect to the Limited Payment Amount
(collectively, the "Determination"). In the event that the Accounting Firm is
serving as an accountant or auditor for the individual, entity or group
effecting the Change in Control, the Executive shall appoint another nationally
recognized public accounting firm to make the determination required hereunder
(which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees, costs and expenses (including, but not limited to, the
costs of retaining experts) of the Accounting Firm shall be borne by the
Company. The Determination by the Accounting Firm shall be binding upon the
Company and the Executive (except as provided in Section 6(c) below).
(c) Excise Tax Excess Payments Considered a Loan. If it is established
pursuant to a final determination of a court or an Internal Revenue Service (the
"IRS") proceeding which has been finally and conclusively resolved, that
Payments have been made to, or provided for the benefit of, the Executive by the
Company, which are in excess of the limitations provided in Section 6(a)
(hereinafter referred to as an "Excess Payment"), such Excess Payment shall be
deemed for all purposes to be a loan to the Executive made on the date the
Executive received the Excess Payment and the Executive shall repay the Excess
Payment to the Company on demand, together with interest on the Excess Payment
at the applicable federal rate (as defined in Section 1274(d) of the Code) from
the date of Executive's receipt of such Excess Payment until the date of such
repayment. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the Determination, it is possible that Payments which
will not have been made by the Company should have been made (an
"Underpayment"), consistent with the calculations required to be made under this
Section 6. In the event that it is determined (i) by the Accounting Firm, the
Company (which shall include the position taken by the Company, or together with
its consolidated group, on its federal income tax return) or the IRS or (ii)
pursuant to a determination by a court, that an Underpayment has occurred, the
Company shall pay an amount equal to such Underpayment to the Executive within
ten days of such determination together with interest on such amount at the
applicable federal rate from the date such amount would have been paid to the
Executive until the date of payment.
(d) Banking Payment Limitation. Notwithstanding anything contained in
this Agreement or any other agreement or plan to the contrary, the payments and
benefits provided to, or for the benefit of, the Executive under this Agreement
or under any other plan or agreement shall be reduced (but not below zero) to
the extent necessary so that no payment to be made, or benefit to be provided,
to the Executive or for his benefit under this Agreement or any other plan or
agreement shall be in violation of the golden parachute and indemnification
payment limitations and prohibitions of 12 CFR Section 359.
7. TERMINATION OF AGREEMENT. This Agreement shall be effective as of
the Agreement Effective Date and shall normally continue until the later of the
Agreement Regular Termination Date or, if a Change in Control has occurred,
until the end of the Coverage Period. Notwithstanding the foregoing, this
Agreement shall terminate in any event upon the Executive's cessation of
employment in a Noncovered Termination.
8. CONFIDENTIAL INFORMATION.
(a) No Disclosure by Executive. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or become public knowledge (other than by acts
by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it.
(b) Remedies for Breach. It is recognized that damages in the event of
breach of Section 8(a) above by the Executive would be difficult, if not
impossible, to ascertain, and it is therefore specifically agreed that the
Company, in addition to and without limiting any other remedy or right it may
have, shall have the right to an injunction or other equitable relief in any
court of competent jurisdiction, enjoining any such breach. The existence of
this right shall not preclude the Company from pursuing any other rights and
remedies at law or in equity which it may have.
(c) Breach Not Basis to Withhold Payment. In no event shall an asserted
violation of the provisions of this Section 8 constitute a basis for deferring
or withholding any amounts otherwise payable to the Executive under this
Agreement.
9. BENEFIT AND SUCCESSORS.
(a) Executive's Benefit. This Agreement shall inure to the benefit of
and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die and any amount remains payable hereunder
after his death, any such amount, unless otherwise agreed by the Company or
provided herein, shall be paid in accordance with the terms of this Agreement to
the Executive's devisee, legatee or other designee of such payment or, if there
is no such designee, the Executive's estate.
(b) Company's Benefit. This Agreement shall inure to the benefit of and
be binding upon the Company and its successors and assigns.
(c) Assumption by Successor to Company. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. As used in this Agreement, "Company"
shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
10. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Virginia, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.
(b) Amendment. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.
(c) Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
Larry G. Dillon
---------------------
---------------------
---------------------
If to the Company:
C&F Financial Corporation
James Hudson, III, Esquire
Counsel
Hudson and Bondurant, P.C.
826 Main Street, P. O. Box 231
West Point, VA 23181
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(d) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(e) Tax Withholding. The Company may withhold from any amounts payable
under this Agreement such Federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
(f) Waiver. The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to this Agreement, shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.
(g) Executive's Employment. The Executive and the Company acknowledge
that, except as may otherwise be provided under any other written agreement
between the Executive and the Company, the employment of the Executive by the
Company is "at will" and, subject to paragraph (ii) of Section 1(i) hereof
deeming a termination to have occurred on or after the occurrence of a Change in
Control Date, the Executive's employment and/or this Agreement may be terminated
by either the Executive or the Company at any time prior to the Change in
Control Date, in which case the Executive shall have no further rights under
this Agreement.
(h) Nonexclusivity of Rights. Except as expressly provided in Section
6, nothing in this Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Executive's termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
(i) Statutory References. Any reference in this Agreement to a specific
statutory provision shall include that provision and any comparable provision or
provisions of future legislation amending, modifying, supplementing or
superseding the referenced provision.
(j) Nonassignability. This Agreement is personal to the Executive, and
without the prior written consent of the Company, no right, benefit or interest
hereunder shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, except by will or the laws
of descent and distribution, and any attempt thereat shall be void; and no
right, benefit or interest hereunder shall, prior to receipt of payment, be in
any manner liable for or subject to the recipient's debts, contracts,
liabilities, engagements or torts.
(k) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered an original and all of which
together shall constitute one agreement.
(l) Employment with Affiliates. Employment with the Company for
purposes of this Agreement shall include employment with any corporation or
other entity in which the Company has a direct or indirect ownership interest of
50% or more of the total combined voting power of the then outstanding
securities of such corporation or other entity entitled to vote generally in the
election of directors or which has a direct or indirect ownership interest of
50% or more of the total combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors.
<PAGE>
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.
/s/ Larry G. Dillon
----------------------------------
LARRY G. DILLON, Executive
C&F FINANCIAL CORPORATION
By /s/ J.P. Causey Jr.
---------------------------------
Name:
-------------------------------
Its Chairman Compensation Committee
--------------------------------
<TABLE>
<CAPTION>
FIVE YEAR FINANCIAL SUMMARY
- - ------------------------------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
- - ------------------------------------------------------------------------------------------------------------------------
<S><C>
Selected Year-End Balances:
Total assets $278,105,969 $256,671,312 $238,995,329 $189,672,758 $181,803,801
Total capital 31,800,533 32,214,509 31,818,296 28,809,166 26,724,571
Total loans (net) 154,744,620 136,732,017 110,012,320 102,649,919 101,687,193
Total deposits 231,513,152 216,422,556 204,001,334 158,811,959 153,751,531
- - ------------------------------------------------------------------------------------------------------------------------
Summary of Operations:
Interest income 19,763,048 18,332,998 15,686,897 13,649,428 13,631,633
Interest expense 8,002,301 7,667,619 6,526,880 4,861,516 4,693,360
- - ------------------------------------------------------------------------------------------------------------------------
Net interest income 11,760,747 10,665,379 9,160,017 8,787,912 8,938,273
Provision for loan losses 330,000 30,000 -- 7,831 500,000
- - ------------------------------------------------------------------------------------------------------------------------
Net interest income after
provision for loan
losses 11,430,747 10,635,379 9,160,017 8,780,081 8,438,273
Other income 6,657,608 4,678,915 1,233,267 996,654 805,208
Operating expenses 11,537,565 10,294,220 6,126,722 4,867,502 4,776,934
- - ------------------------------------------------------------------------------------------------------------------------
Income before taxes 6,550,790 5,020,074 4,266,562 4,909,233 4,466,547
Income tax expense 1,613,963 958,900 890,630 1,170,839 1,020,335
- - ------------------------------------------------------------------------------------------------------------------------
Net income $ 4,936,827 $ 4,061,174 $ 3,375,932 $ 3,738,394 $ 3,446,212
- - ------------------------------------------------------------------------------------------------------------------------
Per share(1)
Earnings per common share --
assuming dilution $2.50 $1.84 $1.51 $1.67 $1.55
Dividends .70 .61 .59 .55 .49
- - ------------------------------------------------------------------------------------------------------------------------
Weighted average number of
shares -- assuming dilution 1,976,378 2,213,000 2,236,478 2,233,953 2,231,540
- - ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Per share data has been restated to reflect the two-for-one stock split in
March, 1994.
<TABLE>
<CAPTION>
SIGNIFICANT RATIOS
- - ----------------------------------------------------------------------------------------------
1997 1996 1995
- - ----------------------------------------------------------------------------------------------
<S><C>
Return on average assets 1.90% 1.65% 1.60%
Return on average equity 16.08 12.66 11.08
Dividend payout ratio 27.75 33.62 38.97
Average equity to average assets 11.81 13.06 14.44
- - ----------------------------------------------------------------------------------------------
</TABLE>
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 and financial condition, liquidity, and capital resources
of C&F Financial Corporation and subsidiary (the "Corporation"). This discussion
and analysis should be read in conjunction with the Consolidated Financial
Statements and Notes to the Consolidated Financial Statements.
Overview
Net income totaled $4.9 million in 1997, an increase of 21.6% over 1996. In
1996, net income totaled $4.1 million, a 20.3% increase over 1995. Earnings per
share were $2.50, $1.84, and $1.51 in 1997, 1996, and 1995, respectively. The
increase in earnings per share was a result of higher net income and the
repurchase of 119,803 shares of the Corporation's Common Stock in October of
1996 and 204,683 shares of the Corporation's Common Stock on April 4, 1997.
Profitability as measured by the Corporation's return on average equity (ROE)
was 16.08% in 1997, up from 12.66% in 1996, and 11.08% in 1995. Another key
indicator of performance, the return on average assets (ROA) for 1997 was 1.90%,
compared to 1.65% and 1.60% for 1996 and 1995, respectively.
13
<PAGE>
TABLE 1: AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
The following table shows the average balance sheets for each of the years ended
December 31, 1997, 1996 and 1995. In addition, the amounts of interest earned on
earning assets, with related yields and interest on interest-bearing
liabilities, together with the rates, are shown. Loans include loans held for
sale. Also, loans placed on a non-accrual status are included in the balances
and were included in the computation of yields, upon which they had an
immaterial effect. Interest on tax-exempt securities is on a taxable equivalent
basis, which was computed using the federal corporate income tax rate of 34% for
all three years.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
1997 1996 1995
----------------------- ------------------------ ------------------------
Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/
(Dollars in thousands) Balance Expense Rate Balance Expense Rate Balance Expense Rate
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Assets
Securities:
Taxable $ 37,309 $ 2,737 7.34% $ 49,102 $ 3,595 7.32% $ 54,858 $ 3,940 7.18%
Tax-exempt 39,554 3,388 8.57 41,015 3,629 8.85 28,967 2,658 9.18
- - -------------------------------------------------------------------------------------------------------------
Total securities 76,863 6,125 7.97 90,117 7,224 8.02 83,825 6,598 7.87
Loans, net 165,168 14,656 8.87 136,089 12,139 8.92 107,422 9,640 8.97
Interest-bearing deposits
in other banks 1,251 68 5.44 3,178 172 5.41 3,660 214 5.85
Federal funds sold -- -- -- -- -- -- 2,423 139 5.74
- - -------------------------------------------------------------------------------------------------------------
Total earning assets 243,282 $20,849 8.57% 229,384 $19,535 8.52% 197,330 $16,591 8.41%
Reserve for loan losses (2,032) (1,915) (1,912)
Total non-earning assets 18,708 18,384 15,419
- - -------------------------------------------------------------------------------------------------------------
Total assets $259,958 $245,853 $210,837
- - -------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Time and savings deposits:
Interest-bearing
deposits $ 34,594 $ 890 2.57% $ 33,256 $ 891 2.68% $ 31,369 $ 902 2.88%
Money market deposits 23,416 767 3.28 20,468 671 3.28 18,946 639 3.37
Savings accounts 33,037 1,058 3.20 31,550 986 3.13 28,266 898 3.18
Certificates of deposit,
$100M or more 14,137 466 3.30 13,774 488 3.54 10,227 392 3.83
Other certificates of
deposit 82,655 4,493 5.44 80,412 4,418 5.49 67,391 3,668 5.44
- - -------------------------------------------------------------------------------------------------------------
Total time and
savings deposits 187,839 7,674 4.09 179,460 7,454 4.15 156,199 6,499 4.16
- - -------------------------------------------------------------------------------------------------------------
Borrowings 6,441 328 5.09 4,505 214 4.75 848 28 3.30
- - -------------------------------------------------------------------------------------------------------------
Total interest-bearing
liabilities 194,280 8,002 4.12 183,965 7,668 4.17 157,047 6,527 4.16
- - -------------------------------------------------------------------------------------------------------------
Demand deposits 31,449 26,741 20,749
Other liabilities 3,533 3,046 2,586
- - -------------------------------------------------------------------------------------------------------------
Total liabilities 229,262 213,752 180,382
Shareholders' equity 30,696 32,101 30,455
- - -------------------------------------------------------------------------------------------------------------
Total liabilities
and shareholders'
equity $259,958 $245,853 $210,837
- - -------------------------------------------------------------------------------------------------------------
Net interest income $12,847 $11,867 $10,064
- - -------------------------------------------------------------------------------------------------------------
Interest rate spread 4.45 4.35 4.25
- - -------------------------------------------------------------------------------------------------------------
Interest expense to
average earning assets 3.29 3.34 3.31
- - -------------------------------------------------------------------------------------------------------------
Net interest margin 5.28% 5.17% 5.10%
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
Results of Operations
Net Interest Income
During 1997, net interest income, on a tax equivalent basis, increased 8% to
$12.8 million from $11.9 million in 1996. Interest income was up $1.3 million
and interest expense was up $334,000. The increase in interest income was
primarily due to a 21.4% increase in average outstanding loans. This was
partially offset, however, by a 14.7% decline in securities. This decline is due
to both securities being called as well as to management's strategic decision to
invest more funds into higher yielding loans. For 1997, the average yield on
earning assets increased slightly to 8.57% from 8.52% in 1996. The average
balance of interest bearing liabilities increased 5.6% while the rate paid on
these liabilities decreased to 4.12% from 4.17% in 1996.
The Corporation's net interest margin increased to 5.28% in 1997 from 5.17% in
1996. This increase was a result of an increase in the Corporation's interest
rate spread to 4.45% for 1997 from 4.35% in 1996. The increase in the interest
rate spread was mainly attributed to the increase in higher yielding loans
offset by the decrease in lower yielding securities. Also, the cost of interest
bearing liabilities decreased slightly to 4.12% in 1997 from 4.17% in 1996.
Net interest income in 1996, on a tax equivalent basis, increased 16.8% to $11.9
million from $10.1 million in 1995. This was a result of a $2.9 million increase
in interest income which exceeded a $1.1 million increase in interest expense.
This was largely due to an approximate 16% increase in average earning assets
and an increase in the yield on average earning assets to 8.52% in 1996 from
8.41% in 1995. The rate paid on interest-bearing liabilities increased slightly
in 1996 to 4.17% from 4.16% in 1995. The increase in average earning assets was
funded by the approximate 15% growth in deposits during 1996. The increase in
the yield on average earning assets was a result of the investment of the
majority of the deposit growth in higher yielding loans rather than lower
yielding securities.
The Corporation's net interest margin increased slightly in 1996 to 5.17% from
5.10% in 1995. This was a result of a slight increase in the interest rate
spread of .10%. The increase in the interest rate spread is a result of
management's efforts to invest available funds into higher yielding loans rather
than securities and to manage the cost of deposits.
TABLE 2: RATE-VOLUME RECAP
Interest income and expense are affected by fluctuations in interest rates, by
changes in the volumes of earning assets and interest-bearing liabilities and by
the interaction of rate and volume factors. The following analysis shows the
direct causes of the year-to-year changes in the components of net interest
earnings on a taxable equivalent basis. The rate and volume variances are
calculated by a formula prescribed by the Securities and Exchange Commission.
Rate/volume variances, the third element in the calculation, are not shown
separately, but are allocated to the rate and volume variances in proportion to
the relationship of the absolute dollar amounts of the change in each. Loans
include both non-accrual loans and loans held for sale.
15
<PAGE>
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------
1997 from 1996 1996 from 1995
- - ----------------------------------------------------------------------------------------------------------
Increase (Decrease) Increase (Decrease)
------------------- Total ------------------- Total
Due to Increase Due to Increase
(Dollars in thousands) Volume Rate (Decrease) Volume Rate (Decrease)
- - ----------------------------------------------------------------------------------------------------------
<S><C>
Interest income:
Loans $2,581 $ (64) $ 2,517 $2,557 $ (58) $2,499
Investment securities:
Taxable (865) 7 (858) (420) 75 (345)
Tax-exempt (127) (114) (241) 1,069 (98) 971
- - ----------------------------------------------------------------------------------------------------------
Total investment securities (992) (107) (1,099) 649 (23) 626
- - ----------------------------------------------------------------------------------------------------------
Federal funds sold -- -- -- (69) (70) (139)
Interest-bearing deposits in other banks (105) 1 (104) (27) (15) (42)
- - ----------------------------------------------------------------------------------------------------------
Total interest income 1,484 (170) 1,314 3,110 (166) 2,944
- - ----------------------------------------------------------------------------------------------------------
Interest expense:
Time and savings deposits:
Interest-bearing deposits 35 (36) (1) 53 (64) (11)
Money market deposit accounts 97 (1) 96 50 (18) 32
Savings accounts 47 25 72 102 (14) 88
Certificates of deposit, $100M or more 13 (35) (22) 128 (32) 96
Other certificates of deposit 122 (47) 75 715 35 750
- - ----------------------------------------------------------------------------------------------------------
Total time and savings deposits 314 (94) 220 1048 (93) 955
Other borrowings 98 16 114 169 17 186
- - ----------------------------------------------------------------------------------------------------------
Total interest expense 412 (78) 334 1,217 (76) 1,141
- - ----------------------------------------------------------------------------------------------------------
Change in net interest income $1,072 $ (92) $ 980 $1,893 $ (90) $1,803
- - ----------------------------------------------------------------------------------------------------------
</TABLE>
Interest Sensitivity
An important element of earnings performance and the maintenance of sufficient
liquidity is proper management of the interest sensitivity position ("GAP") of
the Bank. The interest sensitivity GAP is the difference between interest
sensitive assets and interest sensitive liabilities in a specific time interval.
This GAP can be managed by repricing assets and liabilities, which can be
affected by replacing an asset or liability at maturity or by adjusting the
interest rate during the life of the asset or liability. Matching the amounts of
assets and liabilities maturing in the same interval helps to reduce interest
rate risk and to minimize the impact on net interest income in periods of rising
or falling rates.
The Corporation's Asset Liability Committee (the "ALM Committee") reviews
financial data and sets asset-liability management goals and objectives. The ALM
Committee uses computer simulations to measure the effect of various interest
rate scenarios on net interest income. This modeling reflects interest rate
changes and the related impact on net income over specified time horizons.
The Corporation's interest rate sensitivity at December 31, 1997 reflects that
it is positioned more favorably for a lower interest rate environment. At
December 31, 1997, the net interest earning assets and interest-bearing
liabilities repricing in a one-year period as a percent of earning assets was a
cumulative net liability sensitivity of 20.02%. In other words, based on the
December 31, 1997 balance sheet, the amount of liabilities repricing in 1998 in
excess of the amount of assets repricing in 1998, will be $51,545 million, or
20.02% of all earning assets.
TABLE 3: INTEREST SENSITIVITY ANALYSIS
The interest sensitivity position is indicated by the volume of rate sensitive
assets less rate sensitive liabilities. This difference is generally referred to
as the interest sensitivity gap. The nature of the gap indicates how future
interest rate changes may affect net interest income. The table below shows the
Corporation's interest sensitivity position at December 31, 1997. Loans placed
on a non-accrual status are not included in the balances. Repricing dates may
differ from maturity dates for certain assets due to prepayment assumptions.
16
<PAGE>
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
Interest Sensitive Periods
Within 91-365 1-5 Over
(Dollars in thousands) 90 Days Days Years 5 Years Total
- - ------------------------------------------------------------------------------------------------------------
<S><C>
December 31, 1997 Earning assets:
Loans, net of unearned income $ 74,204 $ 9,741 $ 48,745 $ 48,270 $ 180,960
Securities 3,252 3,398 9,185 59,590 75,425
Federal funds sold and
other short-term investments 1,027 -- -- -- 1,027
- - ------------------------------------------------------------------------------------------------------------
Total earning assets 78,483 13,139 57,930 107,860 257,412
- - ------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
Interest-bearing transaction accounts 7,664 15,328 15,327 -- 38,319
Savings accounts 6,658 13,316 13,315 -- 33,289
Money market deposit accounts 4,699 9,399 9,399 -- 23,497
Certificates of deposit, $100M or more 3,650 8,804 2,988 -- 15,442
Other certificates of deposit 18,895 45,418 21,358 -- 85,671
Borrowings 9,336 -- -- -- 9,336
- - ------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities 50,902 92,265 62,387 -- 205,554
- - ------------------------------------------------------------------------------------------------------------
Period gap 27,581 (79,126) (4,457) 107,860 --
Cumulative gap $ 27,581 $(51,545) $(56,002) $ 51,858 --
Ratio of cumulative gap to
total earning assets 10.71% (20.02)% (21.76)% 20.15% --
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
Non-Interest Income
1997 vs. 1996
Non-interest income increased by $2.0 million or 42.3% over 1996. The majority
of increase was attributed to an approximate $1.4 million increase in gain on
the sale of loans resulting from an increase in loan production at C&F Mortgage
Corporation (the "Mortgage Corporation"). Loan closings totaled $286 million in
1997 compared to $174 million in 1996, and $2 million in 1995. Other service
charges and fees increased $322,000, or 48.4% over 1996 due to increased
activity at both Citizens and Farmers Bank (the "Bank") and the Mortgage
Corporation. At the Mortgage Corporation, the increase is directly correlated to
the increase in loan closings, while at the Bank the increase was attributed to,
among other things, fees associated with the Bank's "check" and credit card
programs as well as letter of credit fees. Other income increased by $258,000,
or 75%, over 1996 primarily the result of improvements at all three of the
Bank's subsidiaries. At the Mortgage Corporation, the increase was again
directly related to loan production; during 1997, C&F Investment Services, Inc.
saw an increase in income as a result of stronger demand for their services both
from current customers as well as many new ones. In January 1997, the Bank and
Mortgage Corporation joined together to form the Corporation's own title agency
using its subsidiary, C&F Title Agency, Inc. (the "Title Agency"). Prior to
this, the Title Agency owned a small portion of a jointly owned agency; however,
that partial ownership interest was sold and a wholly owned agency was formed.
With the amount of loan production at both the Bank and the Mortgage
Corporation, owning our own title agency made sense from an income standpoint
and a service one. The first full year of operations for the Title Agency has
proven this decision to be a good one.
1996 vs. 1995
Non-interest income increased by $3.4 million, or 279.4% over 1995. Gain on the
sale of loans increased by $2.7 million or 100% over 1995. The Mortgage
Corporation started business in December of 1995. As such, 1996 was the first
full year of operations. Loan closings at the Mortgage Corporation totaled $174
million in 1996 compared to $2 million in 1995. Service charges on deposit
accounts increased $146,000, or 17.5% over 1995 due largely to an increase in
overdraft fee income, the result of overall deposit growth. Other service
charges and fees increased $433,000, or 186.1%, over 1995. This increase can be
attributed to fees charged in connection with the origination of loans at the
Mortgage Corporation which increased by $356,000 during 1996. Other income
increased by $179,000, or 109.0%, over 1995. This increase, among other things,
was a result of an increase in title insurance fees and in fees generated by C&F
Investment Services, Inc.
17
<PAGE>
Non-Interest Expense
1997 vs. 1996
Non-interest expense increased $1.2 million, or 12.1%, over 1996. $358,000 of
this increase resulted from increased salaries and employee benefits costs. The
majority of this increase can be attributed to general pay increases along with
the addition of new employees.
Other expenses increased by $912,000. At the Mortgage Corporation, other
expenses increased by $493,000 which was a result of increased loan closings
during 1997. At the Bank, other expenses increased by approximately $245,000.
This increase was a result of, among other things, increased employee training
costs, costs associated with the Bank's "check" and credit card programs and
costs associated with technology. During the year, the Bank upgraded the
majority of the personal computers used by its employees and also incurred costs
associated with the year 2000 issue. Other expenses also increased as a result
of general corporate expenses. During 1997, the Corporation incurred expenses
associated with listing on the Nasdaq National Market System and other expenses
relating to increasing the awareness of the Corporation's stock.
The Bank utilizes and is dependent upon data processing systems and software to
conduct its business. The data processing systems include various software
packages licensed to the Bank by outside vendors and a mainframe processing
system which are run on in-house computer networks. In 1997, the Bank initiated
a review and assessment of all hardware and software to confirm that it will
function properly in the year 2000. The Bank's mainframe software vendor and the
majority of the other vendors which have been contacted have indicated that
their hardware and/or software will be Year 2000 compliant. Testing will be
performed for compliance. While there may be some additional expenses incurred
during the next two years, Year 2000 compliance is not expected to have a
material effect on the Corporation's consolidated financial statements.
1996 vs. 1995
Non-interest expense increased $4.2 million or 68.0%, in 1996 over 1995. $2.7
million of this increase resulted from salaries and employee benefits with $2.1
million of this increase related to the Mortgage Corporation. As previously
mentioned, 1996 was the first full year of operations for the Mortgage
Corporation. Another $300,000 of this increase is a result of the new branches
opened and acquired during 1995. The Corporation opened one new branch and
acquired two branches during 1995. 1996 was also the first full year of
operation for these branches. The remaining increase is attributed to general
pay increases and continued growth of the Corporation.
Occupancy expense increased $741,000, or 69.9%, over 1995. Occupancy expenses at
the Mortgage Corporation increased $454,000. The majority of the remainder of
the increase is attributable to increases in depreciation expense and expenses
associated with computer hardware and software maintenance contracts. As
previously mentioned, two branches were acquired and one new branch was opened
during 1995. 1996 was the first full year of depreciation associated with these
branches. In addition, the Bank purchased a new mainframe computer and installed
five new ATMs during 1996. This attributed to both higher depreciation and
maintenance costs.
Goodwill amortization increased $221,000, or 359.3%, over 1995. This was a
result of a full year's amortization of the goodwill associated with the two
branches acquired in 1995 and the additional amortization of goodwill associated
with the deposits purchased during 1996.
Bank stock tax decreased $163,000, or 44.3%, over 1995. The bank stock tax for
1996 is more in line with the 1994 expense. In 1995, the bank stock tax
increased due to a re-calculation of the previous three years' state returns
which resulted in taxes being due. FDIC premiums decreased $183,000, or 98.9%,
over 1995 as a result of premium rate reductions.
Other expenses increased $812,000, or 66.6%, over 1995. $591,000 of this
increase is attributed to the Mortgage Corporation. The remaining increase can
be attributed to an increase in marketing expense and overall growth of the
Corporation. The Corporation engaged in a major advertising campaign during 1996
in an effort to attract new customers in its current trade areas.
18
<PAGE>
Income Taxes
Applicable income taxes on 1997 earnings amounted to $1,614,000, resulting in an
effective tax rate of 24.6% compared to $959,000, or 19.0%, in 1996, and
$891,000, or 20.9%, in 1995. The increase in the effective tax rate is a result
of the increase in earnings subject to a 34% tax rate versus earnings subject to
no taxes such as certain loans to municipalities or investments in obligations
of state and political subdivisions.
TABLE 4: ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1997 1996 1995 1994 1993
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Reserve, beginning of period $ 1,927 $ 1,914 $ 1,895 $ 1,895 $ 1,441
Provision for loan losses 330 30 -- 8 500
Loans charged off:
Real estate - mortgage 12 -- -- 18 5
Real estate - construction -- -- -- -- --
Commercial, financial and agricultural 3 4 4 7 14
Consumer 12 25 4 1 33
- - -------------------------------------------------------------------------------------------------------------
Total loans charged off 27 29 8 26 52
Recoveries of loans previously charged off:
Real estate - mortgage -- 1 19 -- --
Real estate - construction -- -- -- -- --
Commercial, financial and agricultural -- 11 -- 8
Consumer 4 -- 8 10 6
- - -------------------------------------------------------------------------------------------------------------
Total recoveries 4 12 27 18 6
Net loans charged off 23 17 (19) 8 46
- - -------------------------------------------------------------------------------------------------------------
Balance, end of period $ 2,234 $ 1,927 $ 1,914 $ 1,895 $ 1,895
- - -------------------------------------------------------------------------------------------------------------
Ratio of net charge-offs to average total loans
outstanding during period .01% .01% .01% .01% .05%
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE 5: ALLOCATION OF ALLOWANCE FOR POSSIBLE LOAN LOSSES
The allowance for loan losses is a general allowance applicable to all loan
categories; however, management has allocated the allowance to provide an
indication of the relative risk characteristics of the loan portfolio. The
allocation is an estimate and should not be interpreted as an indication that
charge-offs in 1998 will occur in these amounts, or that the allocation
indicates future trends. The allocation of the allowance at December 31 for the
years indicated and the ratio of related outstanding loan balances to total
loans are as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
(Dollars in thousands) 1997 1996 1995 1994 1993
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Allocation of allowance for possible loan losses,
end of year:
- - -------------------------------------------------------------------------------------------------------------
Real estate - mortgage $ 692 $ 873 $ 786 $ 751 $ 698
Real estate - construction 89 69 34 26 51
Commercial, financial and agricultural 926 733 352 260 236
Equity lines 71 62 60 62 65
Consumer 167 160 93 69 51
Unallocated 289 30 589 727 794
- - -------------------------------------------------------------------------------------------------------------
Balance, December 31 $ 2,234 $ 1,927 $ 1,914 $ 1,895 $ 1,895
- - -------------------------------------------------------------------------------------------------------------
Ratio of loans to total year-end loans:
Real estate - mortgage 57% 62% 70% 71% 68%
Real estate - construction 3 2 2 1 3
Commercial, financial and agricultural 31 26 19 19 20
Equity lines 4 5 5 6 6
Consumer 5 5 4 3 3
- - -------------------------------------------------------------------------------------------------------------
100% 100% 100% 100% 100%
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
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 Corporation'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.
In 1997, the Corporation had $330,000 in provision expense compared to $30,000
in provision expense in 1996 and no provision expense in 1995. The increase in
provision is a result of management's recognition of risks associated with the
reduction in residential real estate loans and increasing the volume of
commercial and commercial real estate loans. Loans charged off during 1997
amounted to $27,000 compared to $29,000 in 1996 and $8,000 in 1995. Recoveries
amounted to $4,000, $12,000, and $27,000 in 1997, 1996, and 1995, respectively.
The ratio of net charge-offs to average outstanding loans was .01% in 1997,
1996, and 1995. Management feels that the reserve is adequate to absorb any
losses on existing loans which may become uncollectible. Table 4 presents the
Corporation's loan loss and recovery experience for the past five years.
Non-Performing Assets
Total non-performing assets, which consist of the Corporation's non-accrual
loans and real estate owned was $941,000 at December 31, 1997, an increase of
$416,000 from December 31, 1996. The increase over 1996 was a result of a
$444,000 loan which was foreclosed on by the Mortgage Corporation. The property
which collateralizes the loan is for sale and no significant loss is expected.
The Corporation 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 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. For 1997, $37,000 in gross
interest income would have been recorded if non-accrual loans had been current
throughout the period outstanding. For the period ended December 31, 1997,
interest income received on non-accrual loans was $14,000. Table 6 summarizes
non-performing loans for the past five years.
TABLE 6: NON-PERFORMING ASSET ACTIVITY
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
(Dollars in thousands) 1997 1996 1995 1994 1993
- - ------------------------------------------------------------------------------------------------------------
<S><C>
Non-accrual loans $ 497 $ 525 $ 907 $1,331 $1,567
Real estate owned 444 -- -- -- --
- - ------------------------------------------------------------------------------------------------------------
Total non-performing assets 941 525 907 1,331 1,567
- - ------------------------------------------------------------------------------------------------------------
Principal and/or interest past due
for 90 days or more $ 768 $ 260 $ 180 $ 412 $1,096
- - ------------------------------------------------------------------------------------------------------------
Non-performing loans to total loans .31% .38% .81% 1.27% 1.55%
Allowance for loan losses to total loans 1.42 1.39 1.71 1.81 1.88
Allowance for loan losses to
non-performing loans 449.30 367.05 211.03 142.37 120.93
Non-performing assets to total assets .34% .20% .38% .70% .86%
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
20
<PAGE>
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 the end of 1997, the Corporation had total assets of $278 million, up 8.4%
over the previous year-end. In 1996, there was an increase of 7.4% in total
assets over year-end 1995. Asset growth in 1997 and 1996 is attributed to
increases in loans held for sale which resulted from increased loan closings at
the Mortgage Corporation and the overall expansion and growth of the
Corporation.
TABLE 7: SUMMARY OF TOTAL LOANS
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
(Dollars in thousands) 1997 1996 1995 1994 1993
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Real estate - mortgage $ 88,973 $ 86,324 $ 77,924 $ 74,221 $ 69,009
Real estate - construction 4,454 3,415 1,681 1,308 2,554
Commercial, financial and agricultural1 48,737 36,385 21,719 19,379 20,072
Equity lines 7,131 6,180 5,954 6,223 6,496
Consumer 7,683 6,360 4,657 3,457 2,891
- - -------------------------------------------------------------------------------------------------------------
Total loans 156,978 138,664 111,935 104,588 101,022
Less unearned discount -- (5) (9) (43) (96)
Less allowance for possible loan losses (2,233) (1,927) (1,914) (1,895) (1,895)
- - -------------------------------------------------------------------------------------------------------------
Total loans, net $ 154,745 $136,732 $ 110,012 $ 102,650 $ 99,031
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) $37.9 million of commercial, financial and agricultural loans are secured
by real estate.
TABLE 8: MATURITY/REPRICING SCHEDULE OF LOANS
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------
December 31, 1997
Commercial, financial Real estate
Dollars in thousands and agricultural construction
- - --------------------------------------------------------------------------------------------------------
<S><C>
Variable Rate:
Within 1 year $ 25,953 $ --
1 to 5 years 10,762 --
After 5 years -- --
Fixed Rate:
Within 1 year 2,065 4,454
1 to 5 years 4,331 --
After 5 years 5,626 --
- - --------------------------------------------------------------------------------------------------------
</TABLE>
Loan Portfolio
At December 31, 1997, loans, net of unearned income and reserve for loan losses,
totaled $154.7 million, an increase of 13.2% over the 1996 total of $136.7
million. Net loans increased 24.3% and 7.2% in 1996 and 1995, respectively.
The Corporation's lending activities are its principal source of income. All
loans are attributable to domestic operations. Residential real estate loans,
both construction and permanent, represent the major portion of the
Corporation's loan portfolio although commercial loans continue to increase as a
percentage of total loans. Tables 7 and 8 present information pertaining to the
composition of loans including unearned income and the maturity/repricing of
loans.
21
<PAGE>
TABLE 9: MATURITY OF INVESTMENT SECURITIES
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
--------------- ---------------- ---------------
Weighted Weighted Weighted
Book Average Book Average Book Average
(Dollars in thousands) Value Yield Value Yield Value Yield
- - ------------------------------------------------------------------------------------------------------------
<S><C>
U.S. Government agencies and corporations:
Maturing within 1 year $ 5,500 8.06% $ 2,000 7.20% $ 500 7.10%
Maturing after 1 year, but within 5 years 1,998 7.43 10,585 7.64 20,459 7.32
Maturing after 5 years, but within
10 years 12,498 6.75 23,472 7.09 29,379 7.21
Maturing after 10 years 11,998 7.30 4,000 8.00 3,000 8.00
- - ------------------------------------------------------------------------------------------------------------
Total U.S. Government agencies and
corporations 31,994 7.22 40,057 7.33 53,338 7.29
- - ------------------------------------------------------------------------------------------------------------
U.S. Treasuries:
Maturing within 1 year -- -- -- -- 4,998 6.86
Maturing after 1 year, but within 5 years 2,998 6.63 2,997 6.63 1,996 5.94
Maturing after 5 years, but within 10 years -- -- -- -- 999 8.02
- - ------------------------------------------------------------------------------------------------------------
Total U.S. Treasuries 2,998 6.63 2,997 6.63 7,993 6.45
- - ------------------------------------------------------------------------------------------------------------
State and municipals(1):
Maturing within 1 year 850 10.11 1,525 9.80% 1,508 10.62
Maturing after 1 year, but within 5 years 4,188 9.85 5,544 10.08 6,061 10.08
Maturing after 5 years, but within
10 years 10,666 8.74 9,040 8.76 9,193 9.56
Maturing after 10 years 20,425 8.11 21,680 8.15 17,539 8.25
- - ------------------------------------------------------------------------------------------------------------
Total state and municipals 36,129 8.55 37,789 8.65 34,301 9.06
- - ------------------------------------------------------------------------------------------------------------
Other securities:
Maturing within 1 year 300 8.62 -- -- 500 4.78
Maturing after 1 year, but within 5 years -- -- 300 8.62 300 8.62
- - ------------------------------------------------------------------------------------------------------------
Total other securities 300 8.62 300 8.62 800 6.22
- - ------------------------------------------------------------------------------------------------------------
Total investment securities(2):
Maturing within 1 year 6,650 8.37 3,525 8.32 7,506 7.62
Maturing after 1 year, but within 5 years 9,184 8.29 19,426 8.20 28,816 7.80
Maturing after 5 years, but
within 10 years 23,164 7.63 32,512 7.55 39,571 7.74
Maturing after 10 years 32,423 7.81 25,680 8.13 20,539 8.21
- - ------------------------------------------------------------------------------------------------------------
Total investment securities $71,421 7.87% $ 81,143 7.92% $ 96,432 7.81%
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Yields on tax exempt securities have been computed on a tax-equivalent
basis.
(2) Total investment securities excludes preferred stock at $4,004,000 and
$4,531,000 amortized cost at December 31, 1997 and 1996, respectively, or
$4,296,000 and $4,607,000 estimated fair value at December 31, 1997 and
1996, respectively.
Investment Securities
The investment securities portfolio plays a primary role in the management of
interest rate sensitivity of the Corporation 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 Corporation'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'
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 year-end 1997, total investment securities were $75.4 million, down 12.0%
from $85.7 million at year-end 1996. Securities of U.S. Government agencies and
corporations represent 42.4% of the total securities portfolio, obligations of
state and political subdivisions were 47.9%, U.S. Treasury securities were 4.0%,
preferred stocks were 5.3%, and the remainder, consisting of investment-grade
corporate bonds, totaled .4% at December 31, 1997. The decline in the securities
portfolio is due to both maturities of securities and securities with higher
yields being called because of the falling interest rate environment during
1997. It is management's intention to invest the majority of the proceeds from
the maturities and calls of securities into loans; however, when excess funds
are available, new securities will be purchased.
Table 9 presents information pertaining to the composition of the investment
securities portfolio.
22
<PAGE>
TABLE 10: AVERAGE DEPOSITS AND RATES PAID
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
---------------- ----------------- ----------------
Average Average Average Average Average Average
(Dollars in thousands) Balance Rate Balance Rate Balance Rate
- - ------------------------------------------------------------------------------------------------------------
<S><C>
Non-interest bearing demand deposits $ 31,449 $ 26,741 $ 20,749
Interest-bearing transaction accounts 34,594 2.57% 33,256 2.68% 31,369 2.88%
Money market deposit accounts 23,416 3.28 20,468 3.28 18,946 3.37
Savings accounts 33,037 3.20 31,550 3.13 28,266 3.18
Certificates of deposit $100,000 or more 14,137 3.30 13,774 3.54 10,227 3.83
Other certificates of deposit 82,655 5.44 80,412 5.49 67,391 5.44
Total interest-bearing deposits 187,839 4.09% 179,460 4.15% 156,199 4.16%
- - ------------------------------------------------------------------------------------------------------------
Total deposits $ 219,288 $ 206,201 $ 176,948
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
TABLE 11: MATURITIES OF CERTIFICATES OF DEPOSIT WITH BALANCES $100,000 OR MORE
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
(Dollars in thousands) December 31, 1997
- - ------------------------------------------------------------------------------------------------------------
<S><C>
3 months or less $ 3,650
3-6 months 2,126
6-12 months 6,678
Over 12 months 2,988
- - ------------------------------------------------------------------------------------------------------------
Total $ 15,442
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
Deposits
The Corporation's predominate source of funds is depository accounts. The
Corporation's deposit base is comprised of demand deposits, savings and money
market accounts, and time deposits. The Corporation's deposits are provided by
individuals and businesses located within the communities served.
Total deposits increased $15.1 million, or 7.0%, in 1997 over 1996. In 1997, the
growth by deposit category was a 14.5% increase in non-interest-bearing
deposits, a 3.6% increase in savings and interest-bearing demand deposits, and a
7.8% increase in time deposits. In 1996, total deposits increased $12.4 million,
or 6.1% over 1995. Deposit growth in 1997 was attributed to growth at existing
branch locations. Deposit growth in 1996 was attributed to the acquisition of
$7.8 million in deposits from a Crestar Branch. Table 10 presents the average
deposit balances and average rates paid for the years 1997, 1996, and 1995.
Table 11 details maturities of certificates of deposit with balances of $100,000
and over at December 31, 1997.
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 and due from banks, interest-bearing deposits with banks, federal
funds sold, and investments and loans maturing within one year. As a result of
the Corporation's management of liquid assets and the ability to generate
liquidity through liability funding, management believes that the Corporation
maintains overall liquidity sufficient to satisfy its depositors' requirements
and to meet customers' credit needs.
At December 31, 1997, cash, securities classified as available for sale, and
federal funds sold were 15.0% of total earning assets, compared to 11.3% at
December 31, 1996.
Additional sources of liquidity available to the Corporation include its
subsidiary Bank's capacity to borrow funds through an established line of credit
with a regional correspondent bank and the Federal Home Loan Bank.
23
<PAGE>
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 Corporation'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.
On April 4, 1997, the Corporation repurchased 204,683 shares of its common
stock. In addition, the Corporation repurchased a total of 119,803 shares of its
common stock during 1996. These repurchases were made to reduce capital as it
was high relative to the Corporation's asset size.
The Corporation'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 consists of common and qualifying preferred shareholders' equity
less goodwill. Total capital consists of Tier I 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 Corporation's Tier I
capital ratio was 14.1% at December 31, 1997, compared to 20.8% at December 31,
1996. The total capital ratio was 15.2% at December 31, 1997, compared to 22.1%
at December 31, 1996. These ratios are in excess of the mandated minimum
requirement of 4% and 8%, respectively.
Shareholders' equity was $31.8 million at year-end 1997 compared to $32.2
million at year-end 1996. The leverage ratio consists of Tier I capital divided
by average assets. At December 31, 1997, the Corporation's leverage ratio was
11.4%, compared to 12.2% at December 31, 1996. Each of these exceeds the
required minimum leverage ratio of 3%. The dividend payout ratio was 27.8%,
33.6%, and 39.0%, in 1997, 1996, and 1995, respectively. During 1997, the
Corporation paid dividends of $0.70 per share, up 14.8% from $0.61 per share
paid in 1996.
The Corporation is not aware of any current recommendations by any regulatory
authorities which, if they were implemented, would have a material effect on the
Corporation's liquidity, capital resources, or results of operations.
New Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board (FASB) issued Financial
Accounting Standards (FAS) 130, "Reporting Comprehensive Income" and FAS 131,
"Disclosures about Segments of an Enterprise and Related Information." FAS 130
mandates that all items 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 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. FAS
131 requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. It also requires that a
public business enterprise report a measure of segment profit or loss, certain
specific revenue and expense items, and segment assets. Both statements are
effective for fiscal years beginning after December 15, 1997. Adoption of these
statements will not impact the Corporation's consolidated financial position,
results of operations or cash flow, and any effect will be limited to the form
and content of its disclosures.
Effects Of Inflation
The effect of changing prices on financial institutions is typically different
from other industries as the Corporation'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. The consolidated financial statements reflect the impacts of inflation
on interest rates, loan demands, and deposits.
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995
The statements contained in this annual report that are not historical facts may
be 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 speak
only as of their dates.
24
<PAGE>
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31,
1997 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Assets
Cash and due from banks $ 7,843,788 $ 8,254,573
Interest-bearing deposits in other banks 1,027,023 544,755
- - -------------------------------------------------------------------------------------------------------------
Total cash and cash equivalents 8,870,811 8,799,328
Investment securities - available for sale at fair value,
amortized cost of $29,497,833 and $19,021,635, respectively 29,793,498 18,918,211
Investment securities - held to maturity at amortized cost,
fair value of $47,685,859 and $67,687,235, respectively 45,926,549 66,651,211
Loans held for sale, net 24,479,103 12,284,022
Loans, net 154,744,620 136,732,017
Federal Home Loan Bank stock 1,061,800 856,800
Corporate premises and equipment, net of accumulated
depreciation 6,581,568 6,011,694
Accrued interest receivable 2,195,959 2,270,156
Other assets 4,452,061 4,147,873
- - -------------------------------------------------------------------------------------------------------------
Total assets $278,105,969 $256,671,312
- - -------------------------------------------------------------------------------------------------------------
Liabilities
Deposits
Non-interest-bearing demand deposits $ 35,295,210 $ 30,828,663
Savings and interest-bearing demand deposits 95,105,425 91,828,621
Time deposits 101,112,517 93,765,272
- - -------------------------------------------------------------------------------------------------------------
Total deposits 231,513,152 216,422,556
Borrowings 9,335,687 5,055,275
Accrued interest payable 592,300 541,445
Other liabilities 4,864,297 2,437,527
- - -------------------------------------------------------------------------------------------------------------
Total liabilities 246,305,436 224,456,803
- - -------------------------------------------------------------------------------------------------------------
Commitments and contingent liabilities
Shareholders' Equity
Preferred stock ($1.00 par value, 3,000,000 shares authorized) -- --
Common stock ($1.00 par value, 8,000,000 shares authorized,
1,916,190 and 2,113,041 shares issued and outstanding
at December 31, 1997 and 1996, respectively) 1,916,190 2,113,041
Additional paid-in capital 117,692 --
Retained earnings 29,236,260 29,795,739
Net unrealized gain on securities available for sale,
net of tax of $273,232 and $157,497, respectively 530,391 305,729
- - -------------------------------------------------------------------------------------------------------------
Total shareholders' equity 31,800,533 32,214,509
- - -------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $278,105,969 $256,671,312
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
25
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
- - ------------------------------------------------------------------------------------------------------------
<S><C>
Interest income
Interest and fees on loans $14,656,120 $12,138,668 $ 9,639,988
Interest on money market investments
Federal funds sold -- 678 139,609
Other money market investments 68,399 171, 077 213,647
Interest on investment securities
U.S. Treasury securities 198,883 340,449 551,310
U.S. Government agencies and corporations 2,422,390 3,164,782 3,198,130
Tax-exempt obligations of states and
political subdivisions 2,041,372 2,111,006 1,754,041
Corporate bonds and other 375,884 406,338 190,172
- - ------------------------------------------------------------------------------------------------------------
Total interest income 19,763,048 18,332,998 15,686,897
Interest expense
Savings and interest-bearing deposits 2,715,785 2,548,155 2,439,260
Certificates of deposit, $100,000 or more 465,701 487,543 391,600
Other time deposits 4,492,910 4,417,701 3,667,512
Short-term borrowings and other 327,905 214,220 28,508
- - ------------------------------------------------------------------------------------------------------------
Total interest expense 8,002,301 7,667,619 6,526,880
- - ------------------------------------------------------------------------------------------------------------
Net interest income 11,760,747 10,665,379 9,160,017
Provision for loan losses 330,000 30,000 --
- - ------------------------------------------------------------------------------------------------------------
Net interest income after provision for
loan losses 11,430,747 10,635,379 9,160,017
Other operating income
Gain on sale of loans 4,056,340 2,687,629 --
Service charges on deposit accounts 1,012,410 982,752 836,585
Other service charges and fees 987,232 665,390 232,536
Other income 601,626 343,144 164,146
- - ------------------------------------------------------------------------------------------------------------
Total other operating income 6,657,608 4,678,915 1,233,267
Other operating expenses
Salaries and employee benefits 6,332,026 5,973,650 3,233,652
Occupancy expenses 1,798,561 1,800,904 1,060,068
Goodwill amortization 275,160 281,982 61,390
Bank stock tax 186,747 204,457 367,272
Other expenses 2,945,071 2,033,227 1,404,340
- - ------------------------------------------------------------------------------------------------------------
Total other operating expenses 11,537,565 10,294,220 6,126,722
- - ------------------------------------------------------------------------------------------------------------
Income before income taxes 6,550,790 5,020,074 4,266,562
Income tax expense 1,613,963 958,900 890,630
- - ------------------------------------------------------------------------------------------------------------
Net Income $ 4,936,827 $ 4,061,174 $ 3,375,932
- - ------------------------------------------------------------------------------------------------------------
Earnings per common share $ 2.51 $ 1.84 $ 1.52
- - ------------------------------------------------------------------------------------------------------------
Earnings per common share - assuming dilution 2.50 1.84 1.51
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
26
<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Net Unrealized
Additional Gain (Loss)
Common Paid-In Retained on Securities
Stock Capital Earnings Available for Sale Total
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Balance January 1, 1995 $ 2,228,394 $ 1,275,452 $ 25,744,763 $ (439,443) $28,809,166
Stock options exercised 2,350 15,045 -- -- 17,395
Net income -- -- 3,375,932 -- 3,375,932
Cash dividends ($.59 per share) -- -- (1,315,525) -- (1,315,525)
Change in unrealized gains and losses
on securities available for sale -- -- -- 931,328 931,328
- - -------------------------------------------------------------------------------------------------------------
Balance December 31, 1995 2,230,744 1,290,497 27,805,170 491,885 31,818,296
Repurchase of common stock (119,803) (1,301,282) (705,418) -- (2,126,503)
Stock options exercised 2,100 10,785 -- -- 12,885
Net income -- -- 4,061,174 -- 4,061,174
Cash dividends ($.61 per share) -- -- (1,365,187) -- (1,365,187)
Change in unrealized gains and losses
on securities available for sale -- -- -- (186,156) (186,156)
- - -------------------------------------------------------------------------------------------------------------
Balance December 31, 1996 2,113,041 -- 29,795,739 305,729 32,214,509
Repurchase of common stock (204,683) -- (4,126,518) -- (4,331,201)
Stock options exercised 7,832 117,692 -- -- 125,524
Net income -- -- 4,936,827 -- 4,936,827
Cash dividends ($.70 per share) -- -- (1,369,788) -- (1,369,788)
Change in unrealized gains and losses
on securities available for sale -- -- -- 224,662 224,662
- - -------------------------------------------------------------------------------------------------------------
Balance December 31, 1997 $ 1,916,190 $ 117,692 $ 29,236,260 $ 530,391 $31,800,533
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
27
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Operating Activities:
Net income $ 4,936,827 $ 4,061,174 $ 3,375,932
Adjustments to reconcile net income to
net cash (used in) provided by operating activities:
Depreciation 878,433 860,290 593,573
Amortization of goodwill 275,160 281,982 61,390
Deferred income taxes (320,929) (23,885) 76,647
Provision for loan losses 330,000 30,000 --
Accretion of discounts and amortization of
premiums on investment securities, net (104,715) (92,029) (172,492)
Net realized loss (gain) on securities 7,180 9,427 (21,885)
Gain on sale of corporate premises and equipment -- (17,973) --
Loss on sale of other real estate owned -- -- 3,407
Origination of loans held for sale (286,419,034) (173,881,464) (1,885,028)
Sale of loans 274,223,953 163,482,470 --
Change in other assets and liabilities:
Accrued interest receivable 74,197 169,150 (565,718)
Other assets (373,662) (177,931) (307,030)
Accrued interest payable 50,855 (28,684) 242,895
Other liabilities 2,426,770 1,031,957 1,035,870
- - -------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by operating
activities (4,014,965) (4,295,516) 2,437,561
- - -------------------------------------------------------------------------------------------------------------
Investing Activities:
Proceeds from maturities of investments held to
maturity 25,632,350 16,355,272 12,976,250
Proceeds from sales and maturities of investments
available for sale 8,576,713 9,831,237 3,500,000
Purchase of investment securities held to maturity (4,867,024) (6,097,835) (7,013,711)
Purchase of investments available for sale (19,055,224) (5,219,270) (37,322,896)
Purchase of FHLB stock (205,000) (51,400) (32,500)
Net increase in customer loans (18,342,603) (26,749,697) (7,362,401)
Purchase of corporate premises and equipment (1,618,414) (960,713) (2,435,968)
Proceeds from the sale of corporate
premises and equipment 170,107 27,310 --
Proceeds from sale of other real estate -- -- 55,834
- - -------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (9,709,095) (12,865,096) (37,635,392)
- - -------------------------------------------------------------------------------------------------------------
Financing Activities:
Net increase (decrease) in demand, interest-bearing
demand and savings deposits 7,743,351 1,619,262 (6,911,114)
Net increase in time deposits 7,347,245 2,964,659 30,636,645
Assumption of deposit liabilities in branch
acquisition, net of premium paid -- 7,406,802 19,368,958
Net increase in other borrowings 4,280,412 3,855,275 --
Repurchase of common stock (4,331,201) (2,126,503) --
Proceeds from exercise of stock options 125,524 12,885 17,072
Cash dividends (1,369,788) (1,365,187) (1,315,525)
- - -------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 13,795,543 12,367,193 41,796,036
- - -------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 71,483 (4,793,419) 6,598,205
Cash and cash equivalents at beginning of year 8,799,328 13,592,747 6,994,542
- - -------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 8,870,811 $ 8,799,328 $ 13,592,747
- - -------------------------------------------------------------------------------------------------------------
Supplemental disclosure
Interest paid $ 7,951,446 $ 7,696,303 $ 6,283,986
Income taxes paid 1,699,427 903,611 960,007
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
28
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary Of Significant Accounting Policies
The accounting and reporting policies of C&F Financial Corporation (the
"Corporation") and subsidiary conform to generally accepted accounting
principles and to predominant practices within the banking industry.
Nature of Operations: C&F Financial Corporation is a bank holding company
incorporated under the laws of the Commonwealth of Virginia. The Corporation
owns all of the stock of its sole subsidiary, Citizens and Farmers Bank (the
"Bank"), which is an independent commercial bank chartered under the laws of the
Commonwealth of Virginia. The Bank offers a wide range of banking services
available to both individuals and small businesses.
The Bank has three wholly-owned subsidiaries, C&F Title Agency, Inc., C&F
Investment Services, Inc., and C&F Mortgage Corporation, all incorporated under
the laws of the Commonwealth of Virginia. C&F Title Agency, Inc., organized in
1992, sells title insurance to the mortgage loan customers of the Bank and C&F
Mortgage Corporation. C&F Investment Services, Inc., organized in April 1995, is
a full-service brokerage firm offering a comprehensive range of investment
services. C&F Mortgage Corporation, organized in September 1995, was formed to
originate and sell residential mortgages.
Principles of Consolidation: The accompanying consolidated financial statements
include the accounts of C&F Financial Corporation and its wholly-owned
subsidiary, Citizens and Farmers Bank. All material intercompany accounts and
transactions have been eliminated in consolidation.
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Investment Securities: Investments in debt and equity securities with readily
determinable fair values are classified as either held to maturity, available
for sale, or trading, based on management's intent. Available for sale
securities are carried at estimated fair value with the corresponding unrealized
gains and losses included in shareholders' equity on an after-tax basis.
Securities classified as held to maturity are carried at amortized cost. The
Corporation does not have any securities classified as trading securities. Gains
or losses are recognized only upon realization at the time of sale using the
cost of the specific security sold.
In December 1995, in accordance with a permissible, one-time reclassification of
securities, the Corporation reassessed its liquidity needs and transferred
securities with an amortized cost of $8,985,320 from held to maturity to
available for sale at fair value resulting in a net unrealized gain of $902.
Securities with an amortized cost of $33,163,438 were also transferred from
available for sale to held to maturity at fair value, resulting in a net
unrealized gain of $626,324. This effect has been reflected as a component of
shareholders' equity of $335,252 and $374,313, net of deferred taxes of $172,706
and $192,828 at December 31, 1997 and 1996, respectively. The unrealized gain
will be amortized over the life of each specific investment using the
level-yield method.
Federal Home Loan Bank Stock: Federal Home Loan Bank stock is stated at cost. No
ready market exists for this stock, and it has no quoted market value. For
presentation purposes, such stock is assumed to have market value which is equal
to cost. In addition, such stock is not considered a debt or equity security in
accordance with SFAS 115.
Loans: Loans are stated at face value, net of unearned discount and the
allowance for loan losses. Unearned discount on certain installment loans is
recognized as income over the terms of the loans by a method which approximates
the effective interest method. Interest on other loans is credited to operations
based on the principal amount outstanding. Loans are generally placed on
non-accrual status when the collection of principal or interest is 90 days or
more past due, or earlier, if collection is uncertain based upon an evaluation
of the net realizable value of the collateral and the financial strength of the
borrower. Loans greater than 90 days past due may remain on accrual status if
management determines it has adequate collateral to cover the principal and
interest. For those loans which
29
<PAGE>
are carried on non-accrual status, interest is recognized on the cash basis.
Loan fees and origination costs are deferred and the net amount is amortized as
an adjustment of the related loan's yield using the level-yield method. The
Corporation is amortizing these amounts over the contractual life of the related
loans.
In 1995, the Bank adopted Statement of Financial Accounting Standard No. 114,
"Accounting by Creditors for Impairment of a Loan" ("SFAS 114"), as amended by
SFAS 118. These pronouncements require that an impaired loan be measured based
on the present value of expected future cash flows discounted at the effective
interest rate of the loan, or, as a practical expedient, at the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. The Corporation considers a loan impaired when it is
probable that the Corporation will be unable to collect all interest and
principal payments as scheduled in the loan agreement. A loan is not considered
impaired during a period of delay in payment if the ultimate collectibility of
all amounts due is expected. A valuation allowance is maintained to the extent
that the measure of the impaired loan is less than the recorded investment.
Consistent with the Corporation's method for non-accrual loans, interest
receipts for impaired loans are recognized on the cash basis.
Loans Held for Sale: Loans held for sale are carried at the lower of cost or
market, determined in the aggregate. Market value considers commitment
agreements with investors and prevailing market prices. Substantially all loans
originated by the mortgage banking operations are held for sale to outside
investors.
Reserve for Loan Losses: The reserve for loan losses is established through a
provision for loan losses charged to expense. The reserve represents an amount
which, in management's judgment, will be adequate to absorb any losses on
existing loans which may become uncollectible. Management's judgment in
determining the adequacy of the reserve is based on evaluations of the
collectibility of loans while taking into consideration such factors as changes
in the nature and volume of the loan portfolio, current economic conditions
which may affect a borrower's ability to repay, overall portfolio quality, and
review of specific potential losses. Loans are charged against the reserve for
loan losses when management believes that the collectibility of the principal is
unlikely. Actual future losses may differ from estimates as a result of
unforeseen events.
Other Real Estate Owned: Foreclosed assets held for sale are carried at the
lower of (a) fair value minus estimated costs to sell or (b) cost at the time of
foreclosure. Such determination is made on an individual asset basis. If the
fair value of the asset minus the estimated costs to sell the asset is less than
the cost of the asset, the deficiency is recognized as a valuation allowance. If
the fair value of the asset minus the estimated costs to sell the asset
subsequently increases and the fair value of the asset minus the estimated costs
to sell the asset is more than its carrying amount, the valuation allowance is
reduced, but not below zero. Increases or decreases in the valuation allowance
are charged or credited to income.
Recovery of the carrying value of such real estate is dependent to a great
extent on economic, operating, and other conditions that may be beyond the
Corporation's control.
Corporate Premises and Equipment: Corporate premises and equipment are stated at
cost less accumulated depreciation computed using straight-line and accelerated
methods over the estimated useful lives of the assets. Estimated useful lives
range from 10 to 40 years for buildings and from 3 to 10 years for equipment,
furniture, and fixtures. Maintenance and repairs are charged to expense as
incurred and major improvements are capitalized. Upon sale or retirement of
depreciable properties, the cost and related accumulated depreciation are netted
against proceeds and any resulting gain or loss is reflected in income.
Income Taxes: The Corporation uses an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Income tax expense is the tax payable or refundable for the period plus or minus
the change during the period in deferred tax assets and liabilities.
30
<PAGE>
Earnings Per Share: In 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share." Statement 128 replaced the calculation
of primary and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share excludes
any dilutive effects of options, warrants, and convertible securities. Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods have been
presented and, where appropriate, restated to conform to the Statement No. 128
requirements.
Shareholders' Equity: On April 4, 1997, the Corporation repurchased 204,683
shares of its common stock at a price of $21.00 per share. During 1996 the
Corporation repurchased a total of 119,803 shares of its common stock from three
shareholders in three independently negotiated transactions at a price of $17.75
per share.
Statement of Cash Flows: For the purpose of the statement of cash flows, the
Corporation considers cash equivalents to include amounts due from banks,
federal funds sold, and money market investments purchased with a maturity of
three months or less. Generally, federal funds are purchased and sold for
one-day periods.
31
<PAGE>
Note 2: Investment Securities
Debt and equity securities are summarized as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31, 1997
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Available for Sale Cost Gains Losses Value
- - -------------------------------------------------------------------------------------------------------------
<S><C>
U.S. Treasury securities $ 1,998,449 $ 7,177 $ -- $ 2,005,626
U.S. Government agencies and corporations 23,495,722 27,715 (31,234) 23,492,203
Corporate bonds
Preferred stock 4,003,662 292,007 -- 4,295,669
- - -------------------------------------------------------------------------------------------------------------
$29,497,833 $ 326,899 $ (31,234) $29,793,498
- - -------------------------------------------------------------------------------------------------------------
<CAPTION>
Held to Maturity
- - -------------------------------------------------------------------------------------------------------------
<S><C>
U.S. Treasury securities $ 999,543 $ 68,270 $ -- $ 1,067,813
U.S. Government agencies and corporations 8,498,250 82,321 -- 8,580,571
Obligations of states and political
subdivisions 36,128,774 1,617,875 (11,304) 37,735,345
Corporate bonds 299,982 2,148 -- 302,130
- - -------------------------------------------------------------------------------------------------------------
$45,926,549 $1,770,614 $ (11,304) $47,685,859
- - -------------------------------------------------------------------------------------------------------------
<CAPTION>
Available for Sale December 31, 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
U.S. Treasury securities $1,997,202 $ 1,861 $ (938) $ 1,998,125
U.S. Government agencies and corporations 12,494,290 (181,264) 12,313,026
Preferred stock 4,530,143 106,435 (29,518) 4,607,060
- - -------------------------------------------------------------------------------------------------------------
$19,021,635 $ 108,296 $(211,720) $18,918,211
- - -------------------------------------------------------------------------------------------------------------
<CAPTION>
Held to Maturity
- - -------------------------------------------------------------------------------------------------------------
<S><C>
U.S. Treasury securities $ 999,407 $ 69,031 $ -- $ 1,068,438
U.S. Government agencies and corporations 27,562,617 242,749 (73,427) 27,731,939
Obligations of states and political
subdivisions 37,789,268 954,449 (165,976) 38,577,741
Corporate bonds 299,919 9,198 -- 309,117
- - -------------------------------------------------------------------------------------------------------------
$66,651,211 $1,275,427 $(239,403) $67,687,235
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
The amortized cost and estimated fair value of debt securities at December 31,
1997, by contractual maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may have the right to prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31, 1997
Amortized Estimated
Available for Sale Cost Fair Value
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Due in one year or less $ -- $ --
Due after one year through five years 1,998,449 2,005,626
Due after five years through ten years 11,497,881 11,482,532
Due after ten years 11,997,841 12,009,671
- - -------------------------------------------------------------------------------------------------------------
25,494,171 25,497,829
- - -------------------------------------------------------------------------------------------------------------
Preferred Stock 4,003,662 4,295,669
- - -------------------------------------------------------------------------------------------------------------
$29,497,833 $29,793,498
- - -------------------------------------------------------------------------------------------------------------
Held to Maturity
- - -------------------------------------------------------------------------------------------------------------
Due in one year or less $ 6,649,638 $ 6,703,188
Due after one year through five years 7,186,282 7,483,611
Due after five years through ten years 11,665,657 12,191,779
Due after ten years 20,424,972 21,307,281
- - -------------------------------------------------------------------------------------------------------------
$45,926,549 $47,685,859
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
32
<PAGE>
Proceeds from maturities and the redemption of call provisions of investment
securities held to maturity in 1997 were $25,632,350. There were no realized
gains or losses. Proceeds from maturities and the redemption of call provisions
of investment securities available for sale were $8,576,713, resulting in gross
realized losses of $30,480 and realized gains of $23,300. The amortized cost and
approximate market value of securities pledged to secure public deposits
amounted to $22,175,000 and $22,736,000, respectively, at December 31, 1997.
Proceeds from maturities and the redemption of call provisions of investment
securities held to maturity in 1996 were $16,355,272, resulting in gross
realized gains of $8,936. There were no gross realized losses. Proceeds from
sales and maturities of investment securities available for sale were
$9,831,237, resulting in gross realized losses of $18,363. There were no gross
realized gains.
Proceeds from maturities and the redemption of call provisions of investment
securities held to maturity in 1995 were $12,976,250, resulting in gross
realized gains of $21,885. There were no gross realized losses. Proceeds from
sales and maturities of investment securities available for sale were
$3,500,000. There were no gross realized gains or losses.
Note 3: Loans
Major classifications of loans are summarized as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31,
1997 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Real estate - mortgage $ 89,927,391 $ 87,297,654
Real estate - construction 4,471,803 3,431,934
Commercial, financial and agricultural 48,751,540 36,389,560
Equity lines 7,130,910 6,179,907
Consumer 7,683,157 6,360,390
- - -------------------------------------------------------------------------------------------------------------
157,964,801 139,659,445
Less unearned discount (338) (4,696)
- - -------------------------------------------------------------------------------------------------------------
157,964,463 139,654,749
Less unearned loan fees (986,484) (995,957)
- - -------------------------------------------------------------------------------------------------------------
156,977,979 138,658,792
Less reserve for loan losses (2,233,359) (1,926,775)
- - -------------------------------------------------------------------------------------------------------------
$ 154,744,620 $136,732,017
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Loans on non-accrual status were $497,260 and $525,110 at December 31, 1997 and
1996, respectively. If interest income had been recognized on non-performing
loans at their stated rates during fiscal years 1997, 1996, and 1995, interest
income would have increased by approximately $37,000, $56,000, and $359,000,
respectively. The balance of impaired loans at December 31, 1997 and 1996 was
$497,260 and $525,110, respectively, with no specific valuation allowance
associated with these loans.
Note 4: Reserve For Loan losses
Changes in the reserve for loan losses were as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Balance at the beginning of year $1,926,775 $1,914,195 $1,895,340
Provision charged to operations 330,000 30,000 --
Loans charged off (27,430) (29,658) (8,201)
Recoveries of loans previously charged off 4,014 12,238 27,056
- - -------------------------------------------------------------------------------------------------------------
Balance at the end of year $2,233,359 $1,926,775 $1,914,195
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE>
Note 5: Corporate Premises And Equipment
Major classifications of corporate premises and equipment are summarized as
follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31,
1997 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Land $ 1,213,073 $ 1,138,956
Buildings 4,974,919 4,415,659
Equipment, furniture, and fixtures 6,481,373 5,666,442
- - -------------------------------------------------------------------------------------------------------------
12,669,365 11,221,057
Less accumulated depreciation (6,087,797) (5,209,363)
- - -------------------------------------------------------------------------------------------------------------
$ 6,581,568 $ 6,011,694
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Note 6: Time Deposits
Time deposits are summarized as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31,
1997 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Certificates of deposit, $100,000 or more $ 15,441,597 $ 14,513,548
Other time deposits 85,670,920 79,251,724
- - -------------------------------------------------------------------------------------------------------------
$ 101,112,517 $ 93,765,272
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Remaining maturities on certificates are as follows:
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------
Year Ending December 31,
- - ---------------------------------------------------------------------------------
<S><C>
1998 $ 76,766,915
1999 16,552,196
2000 5,688,583
2001 432,288
2002 1,672,535
- - ---------------------------------------------------------------------------------
$ 101,112,517
- - ---------------------------------------------------------------------------------
</TABLE>
Note 7: Earnings Per Share
The following shows the weighted average number of shares used in computing
earnings per share and the effect on weighted average number of shares of
diluted potential common stock.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
December 31,
1997 1996 1995
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Weighted average number of common shares used
in earnings per common share 1,965,144 2,208,549 2,227,223
Effect of dilutive securities:
Stock options 11,234 4,451 9,255
- - -------------------------------------------------------------------------------------------------------------
Weighted average number of common shares used
in earnings per common share -
assuming dilution 1,976,378 2,213,000 2,236,478
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Options on approximately 10,000, 22,800, and 1,600 shares were not included in
computing earnings per common share -assuming dilution for the years ended
December 31, 1997, 1996, and 1995, respectively, because their effects were
antidilutive.
34
<PAGE>
Note 8: Income Taxes
Principal components of income tax expense as reflected in the statements of
income are as follows:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Current taxes $ 1,934,892 $ 982,785 $ 813,983
Deferred taxes (320,929) (23,885) 76,647
- - -------------------------------------------------------------------------------------------------------------
$ 1,613,963 $ 958,900 $ 890,630
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
The income tax provision is less than would be obtained by application of the
statutory Federal corporate tax rate to pre-tax accounting income as a result of
the following items:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
Percent Percent Percent
of of of
Pre-tax Pre-tax Pre-tax
1997 Income 1996 Income 1995 Income
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Income tax computed at Federal
statutory rates $2,227,269 34.0% $1,706,825 34.0% $1,450,631 34.0%
Tax effect of exclusion of interest income
on obligations of states and
political subdivisions (714,061) (10.9) (712,075) (14.2) (601,178) (14.1)
Reduction of interest expense incurred to
carry tax-exempt assets 77,067 1.2 32,862 .6 61,693 1.5
State income taxes, net of federal
tax benefit 22,054 .3 -- -- -- --
Tax effect of dividends received
deduction on preferred stock (66,614) (1.0) (75,460) (1.5) -- --
Other 68,248 1.0 6,748 .1 (20,516) (0.5)
- - -------------------------------------------------------------------------------------------------------------
$1,613,963 24.6% $ 958,900 19.0% $ 890,630 20.9%
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Amounts of deferred tax expense (benefit) attributable to individual temporary
differences are:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Provision for loan loss $(108,557) $(14,374) $ (2,662)
Depreciation (23,492) (11,019) (36,285)
Pension expense (31,708) 5,549 (12,765)
Deferred revenue on real estate loans 23,727 31,137 32,914
Interest on non-accrual loans (74,710) 631 73,660
Amortization of intangible assets (36,094) (35,734) 6,958
Other (70,095) (75) 14,827
- - -------------------------------------------------------------------------------------------------------------
$(320,929) $(23,885) $ 76,647
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Other assets include deferred income taxes of $705,579 and $500,385 at December
31, 1997 and 1996, respectively. Other liabilities include current taxes payable
of $312,846 and $74,330 at December 31, 1997 and 1996, respectively. Income tax
returns subsequent to 1996 are subject to examination by taxing authorities.
35
<PAGE>
The tax effects of each type of significant item that gave rise to deferred
taxes are:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Deferred tax asset
Deferred loan fees $ 71,180 $ 94,907
Allowance for loan losses 613,371 504,814
Interest on non-accrual loans 138,568 63,858
Accrued pension 128,855 97,147
Intangible asset 68,990 32,896
Other 112,039 41,944
- - -------------------------------------------------------------------------------------------------------------
Deferred tax asset 1,133,003 835,566
- - -------------------------------------------------------------------------------------------------------------
Deferred tax liability
Net unrealized gain on securities available for sale (273,232) (157,497)
Depreciation (154,192) (177,684)
- - -------------------------------------------------------------------------------------------------------------
Deferred tax liability (427,424) (335,181)
- - -------------------------------------------------------------------------------------------------------------
Net deferred tax asset $ 705,579 $ 500,385
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Note 9: Employee Benefit Plans
The Bank has a non-contributory, defined benefit pension plan for full-time
employees over 21 years of age. Benefits are generally based upon years of
service and average compensation for the five highest-paid consecutive years of
service. The net periodic pension cost consists of the following components:
service cost (benefits earned during the year), interest costs on the projected
benefit obligation, actual return on plan assets and the amount resulting from
the amortization and deferral of certain items over 25 years. The Bank funds
pension costs in accordance with the funding provisions of the Employee
Retirement Income Security Act.
The assumed interest rates used in computing benefits, expected return, and
salary increases were 7.5%, 9.0%, and 5.0%, respectively, in 1997, and 7.5%,
9.0%, and 6.0% in 1996, respectively, and 8.5%, 9.0%, and 6.0% in 1995,
respectively.
The Bank maintains a Defined Contribution "Profit-Sharing" Plan sponsored by the
Virginia Bankers Association. The plan was amended effective January 1, 1997 to
include a 401(k) savings provision which authorizes a maximum voluntary salary
deferral of up to 15% of compensation (with a partial company match), subject to
statutory limitations. The profit-sharing arrangement provides for an annual
discretionary contribution to the account of each eligible employee based in
part on the Bank's profitability for a given year, and on each participant's
yearly earnings. All full-time employees with at least six months of service are
eligible to participate. Contributions and earnings may be invested in various
investment vehicles offered through the Virginia Bankers Association.
Contributions and earnings are tax-deferred. An employee is 40% vested after
four years of service, 60% after five years, 80% after six years, and fully
vested after seven years. The amounts charged to expense under this plan were
$244,617, $226,938 and $170,607 in 1997, 1996, and 1995, respectively.
The Mortgage Corporation maintains a Defined Contribution 401(k) savings plan
(the "Plan") which authorizes a maximum voluntary salary deferral of up to 15%
of compensation, subject to statutory limitations. All full-time employees who
have attained the age of 18 and have at least one year of service are eligible
to participate. The Mortgage Corporation reserves the right to set matching
amounts each year. An employee is vested 25% after two years of service, 50%
after three years of service, 75% after four years of service, and fully vested
after five years. The amount charged to expense under the Plan was $50,000 for
1997. There was no matching contribution in 1996 or 1995.
The Bank adopted a Management Incentive Bonus Plan (the "Bonus") effective
January 1, 1987. The Bonus is offered to selected members of management. The
Bonus is derived from a pool of funds determined by the Bank's total performance
relative to (1) prescribed growth rates of assets and deposits, (2) return on
average assets, and (3) absolute level of net income. Attainment, in whole or in
part, of these goals dictates the amount set aside in the pool of funds.
Evaluation of attainment and approval of the pool amount are performed by the
Board. Payment
36
<PAGE>
of the Bonus is based on individual performance and is paid in cash. Expense is
accrued in the fiscal year of the specified bonus performance. Expenses under
this plan were $136,700, $83,500, and $66,800 in 1997, 1996, and 1995,
respectively. Additional Bonuses totaling $35,205, $37,278, and $44,218 were
granted to employees not covered by the Management Incentive Bonus Plan in 1997,
1996, and 1995, respectively.
The following table sets forth the defined benefit plan's funded status and
amounts recognized in the Consolidated Balance Sheet as of December 31, 1997 and
1996, computed as of October 1, 1997 and 1996:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Accumulated benefit obligation
(includes vested benefits of $754,801 and
$563,913, respectively) $ 798,249 $ 612,070
- - -------------------------------------------------------------------------------------------------------------
Projected benefit obligation for service rendered to date (1,314,383) (1,014,681)
Plan assets at fair value 1,361,274 1,042,093
- - -------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected benefit obligation
(funded status) 46,891 27,412
Unrecognized net gain (396,657) (368,148)
Unrecognized net obligation at October 1, 1987,
being amortized over 25 years (75,786) (81,199)
Unrecognized prior service cost 46,567 49,671
- - -------------------------------------------------------------------------------------------------------------
Accrued pension cost included in other liabilities $ (378,985) $ (372,264)
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Net pension cost for 1997, 1996, and 1995 includes the following components:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1997 1996 1995
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Service cost - benefits earned during the year $125,797 $ 99,057 $ 77,343
Interest cost on projected benefit obligation 75,968 72,880 55,912
Actual return on plan assets (93,629) (87,149) (78,899)
Net amortization and deferral (14,878) (15,802) (16,813)
- - -------------------------------------------------------------------------------------------------------------
Net pension costs for the year $ 93,258 $ 68,986 $ 37,543
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Note 10: Deferred Compensation Plan
Effective December 1, 1989, the President retired from his position; he remains
a member of the Board of Directors. In lieu of participation in the
Corporation's pension plan, the retired President has received a deferred
compensation contract to provide retirement benefits. The contract provides that
one half of his highest annual compensation will be paid for life or for a
minimum of ten years. An annuity contract payable to the Corporation has been
purchased to fund this obligation. The retired President began receiving payouts
on the annuity contract on March 1, 1990. The remaining balances of the annuity
contract and the deferred compensation liability are recorded in other assets
and other liabilities, respectively.
Note 11: Related Party Transactions
Loans to directors and officers totaled $1,506,000 and $1,760,000 at December
31, 1997 and 1996, respectively. New advances to directors and officers totaled
$524,000 and repayments totaled $778,000 in the year ended December 31, 1997.
Note 12: Stock Options
Under the incentive stock option plan ("the Plan"), options to purchase common
stock are granted to certain key employees of the Corporation. Options are
issued to employees at a price equal to the fair market value of common stock at
the date granted. One-third of the options granted become exercisable commencing
one year after the grant date with an additional one-third becoming exercisable
after each of the following two years. In 1983, the shareholders authorized
50,000 shares of common stock for issuance under the Plan. An additional 100,000
shares were authorized for the Plan in 1994. All options expire ten years from
the grant date.
37
<PAGE>
The Corporation applies APB Opinion 25 and related Interpretations in accounting
for the Plan. Accordingly, no compensation cost has been recognized for its
Plan. Had compensation cost for the Plan been determined based on the fair value
at the grant dates of options consistent with FASB Statement 123, the
Corporation's net income and earnings per share would not have been materially
different from those amounts shown on the statements of income for the years
ended December 31, 1997, 1996, and 1995.
The fair value of each option granted during the years ended December 31, 1997,
1996, and 1995, was estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions for 1997, 1996, and 1995,
respectively; risk-free rate of 5.6, 6.2, and 6.2 percent and volatility of 20,
15, and 15 percent. The dividend yield and expected lives used in the pricing
model was 3 percent and 8 years, respectively, for 1997, 1996, and 1995.
Transactions under the Plan for the periods indicated were as follows:
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------
1997 1996 1995
---------------- ----------------- ----------------
Exercise Exercise Exercise
Shares Price* Shares Price* Shares Price*
- - -----------------------------------------------------------------------------------------------------------
<S><C>
Outstanding at beginning of year 74,050 $ 18.37 62,400 $ 17.89 50,700 $ 16.65
Granted 16,850 25.00 14,250 18.75 14,050 20.59
Exercised (7,832) 15.06 (2,100) 6.14 (2,350) 7.26
Cancelled (600) 18.25 (500) 20.50 -- --
- - -----------------------------------------------------------------------------------------------------------
Outstanding at end of year 82,468 $ 19.88 74,050 $ 18.37 62,400 $ 17.89
- - -----------------------------------------------------------------------------------------------------------
</TABLE>
*Weighted average
<TABLE>
<S><C>
Options exercisable at year end 52,690 47,683 40,183
Weighted-average fair value
of options granted during the year $ 5.88 $ 4.20 $ 4.61
- - -----------------------------------------------------------------------------------------------------------
</TABLE>
The following table summarizes information about stock options outstanding at
December 31, 1997:
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
Options Outstanding Options Exercisable
------------------------------------------- ----------------------------
Number Number
Range of Outstanding Remaining Exercisable
Exercise at December 31, Contractual Exercise at December 31, Exercise
Prices 1997 Life Price* 1997 Price*
- - -------------------------------------------------------------------------------------------------------------
<S> <C>
$15.50 to 16.75 6,500 1.6 years $ 16.29 6,500 $ 16.29
$17.50 to 25.00 75,968 7.26 years 20.19 46,190 18.95
- - -------------------------------------------------------------------------------------------------------------
$15.50 to 25.00 82,468 6.82 years $ 19.88 52,690 $ 18.62
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
*Weighted average
Note 13: Regulatory Requirements And Restrictions
The Corporation and the Bank are subject to various regulatory capital
requirements administered by the Federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory - and possibly
additional discretionary - actions by regulators that, if undertaken, could have
a direct material effect on the Corporation's and the Bank's financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Corporation and the Bank must meet specific
capital guidelines that involve quantitative measures of the Corporation's and
the Bank's assets, liabilities, and certain off-balance sheet items as
calculated under regulatory accounting practices. The Corporation's and the
Bank's capital amounts and classification are subject to qualitative judgments
by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Corporation and the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined) less goodwill. For both the Corporation
and the Bank, Tier I capital consists of shareholders' equity excluding any net
38
<PAGE>
unrealized gain (loss) on securities available for sale less goodwill and total
capital consists of Tier I capital and a portion of the allowance for loan
losses. Risk weighted assets for the Corporation and the Bank were $207,698,000
and $203,065,000, respectively, at December 31, 1997 and $142,688,000 and
$137,977,000, respectively, at December 31, 1996. Management believes, as of
December 31, 1997, that the Corporation and the Bank meet all capital adequacy
requirements to which they are subject.
As of December 31, 1997, the most recent notification from the Federal Reserve
Bank and the FDIC categorized the Corporation and the Bank, respectively, as
well capitalized under the regulatory framework for prompt corrective action. To
be categorized as well capitalized, the Corporation and the Bank must maintain
total risk based, Tier I risk-based, and Tier I leverage ratios as set forth in
the table. There are no conditions or events since that notification that
management believes have changed the institution's category.
The Corporation's and the Bank's actual capital amounts and ratios are presented
in the table.
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provisions
------------------- ------------------ ----------------------
Amount Ratio Amount Ratio Amount Ratio
- - ------------------------------------------------------------------------------------------------------------
<S><C>
As of December 31, 1997:
Total Capital (to Risk Weighted Assets)
Corporation $ 31,586,661 15.2% $ 16,615,840 >8.0% N/A
-
Bank 26,915,847 13.3 16,245,200 >8.0 $ 20,306,500 >10.0%
- -
Tier I Capital (to Risk Weighted Assets)
Corporation 29,353,302 14.1 8,307,920 >4.0 N/A
-
Bank 24,681,488 12.2 8,122,600 >4.0 12,183,900 > 6.0
- -
Tier I Capital (to Average Assets)
Corporation 29,353,302 11.4 7,741,230 >3.0 N/A
-
Bank $ 24,681,488 9.7% $ 7,600,740 >3.0% $ 12,667,900 > 5.0%
- -
As of December 31, 1996:
Total Capital (to Risk Weighted Assets)
Corporation $ 31,501,780 22.1% $ 11,415,040 >8.0% N/A
-
Bank 26,805,373 19.4 11,038,160 >8.0 $ 13,797,700 >10.0%
- -
Corporation 29,716,780 20.8 5,707,520 >4.0 N/A
-
Bank 25,078,373 18.2 5,519,000 >4.0 8,278,620 > 6.0
- -
Corporation 29,716,780 12.2 7,309,830 >3.0 N/A
-
Bank $ 25,078,373 10.5% $ 7,184,399 >3.0% $ 11,973,999 > 5.0%
- -
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
Note 14: Commitments And Financial Instruments With Off-Balance-Sheet Risk
The Corporation is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit, commitments to
sell loans, and standby letters of credit. These instruments involve elements of
credit and interest rate risk in excess of the amount recognized in the balance
sheet. The contract amounts of these instruments reflect the extent of
involvement the Bank has in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit written is represented by the contractual amount of these
instruments.
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance-sheet instruments. Collateral is obtained
based on management's credit assessment of the customer.
39
<PAGE>
Standby letters of credit are written conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loans to customers. The total contract amount of standby letters of
credit, whose contract amounts represent credit risk, was $3,211,000 and
$2,980,000 at December 31, 1997 and 1996, respectively.
Loan commitments are agreements to extend credit to a customer provided that
there are no violations of the terms of the contract prior to funding.
Commitments have fixed expiration dates or other termination clauses and may
require payment of a fee by the customer. Since many of the commitments may
expire without being completely drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The total amount of loan
commitments was $23,110,000 and $19,883,000 at December 31, 1997 and 1996,
respectively.
Commitments to sell loans are designed to eliminate the Mortgage Corporation's
exposure to fluctuations in interest rates in connection with loans held for
sale. The Mortgage Corporation sells all of the residential mortgage loans it
originates to third party investors, some of whom require the repurchase of
loans in the event of early default or faulty documentation. Mortgage loans and
their related servicing rights are sold under agreements that define certain
eligibility criteria for the mortgage loan. Recourse periods vary from 90 days
up to one year and conditions for repurchase vary with the investor. Mortgages
subject to recourse are collateralized by single family residences, have
loan-to-value ratios of 80% or less, or have private mortgage insurance, or are
insured or guaranteed by an agency of the United States government.
At December 31, 1997, the Mortgage Corporation had locked rate commitments to
originate mortgage loans amounting to approximately $21,670,000. The Mortgage
Corporation has entered into mandatory commitments, on a best-effort basis, to
sell loans of approximately $46,195,000. Risks arise from the possible inability
of counterparties to meet the terms of their purchase contracts. The Mortgage
Corporation does not expect any counterparty to fail to meet its obligations.
As of December 31, 1997, the Corporation had $3,295,000 in deposits in financial
institutions in excess of amounts insured by the Federal Deposits Insurance
Corporation (FDIC).
The Mortgage Corporation is committed under noncancelable operating leases for
certain office locations. Rent expense associated with these operating leases
was $244,000 and $191,000 for the years ending December 31, 1997 and 1996,
respectively.
Future minimum lease payments under these leases are as follows:
- - ----------------------------------------------------------------------------
Year Ending December 31,
- - ----------------------------------------------------------------------------
1998 $ 272,032
1999 132,963
2000 22,629
- - ----------------------------------------------------------------------------
$ 427,624
- - ----------------------------------------------------------------------------
Note 15: Disclosures Concerning The Fair Market Value Of Financial Instruments
The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS 107, "Disclosures About Fair
Value of Financial Instruments." The estimated fair value amounts have been
determined by the Corporation using available market information and appropriate
valuation methodologies. Loan commitments are conditional and subject to market
pricing and, therefore, do not reflect a gain or loss on market value. The fair
value of standby letters of credit is based on fees currently charged for
similar agreements or on estimated costs to terminate them or otherwise settle
the obligations with the counterparties at the reporting date. However,
considerable judgment is required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Corporation could realize in a current
market exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
40
<PAGE>
Cash and short-term investments. The nature of these instruments and their
relatively short maturities provide for the reporting of fair value equal to the
historical cost.
Investment securities. The fair value of investment securities is based on
quoted market prices.
Loans. The estimate of the fair value of the loan portfolio is estimated based
on present values using applicable spreads to the U.S. Treasury curve.
Deposits. The fair value of all demand accounts is the amount payable at the
report date. For all other deposits, the fair value is determined using the
discounted cash flow method. The discount rate was equal to the rate currently
offered on similar products.
Loans held for sale. The fair value of loans held for sale is estimated based on
commitments into which individual loans will be delivered.
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
December 31,
1997 1996
--------------------------- -------------------------
Carrying Estimated Carrying Estimated
(Dollars in thousands) Amount Fair Value Amount Fair Value
- - ------------------------------------------------------------------------------------------------------------
<S><C>
Financial assets:
Cash and short-term investments $ 8,871 $ 8,871 $ 8,799 $ 8,799
Investment securities 75,720 77,479 85,569 86,605
Net loans 154,745 154,769 136,732 140,611
Loans held for sale, net 24,479 24,807 12,284 12,515
Financial liabilities:
Demand deposits 130,401 130,494 122,657 123,414
Time deposits 101,113 101,275 93,765 92,974
Short-term borrowings 9,336 9,336 5,055 5,054
Off-balance sheet items:
Letters of credit -- 3,211 -- 2,980
Unused portions of lines of credit -- 23,110 -- 19,883
- - ------------------------------------------------------------------------------------------------------------
</TABLE>
Note 16: Branch Acquisition
On February 23, 1996, the Corporation acquired approximately $7.8 million of the
deposits of a Crestar Bank branch office located in West Point, Virginia. The
premium paid for these deposits is being amortized on a straight-line basis over
the expected period of benefit.
In 1995, the Corporation purchased two branches in Middlesex and Tappahannock,
Virginia, and the related deposits from First Union National Bank. The
Corporation received $19,368,958 in cash, $698,144 in premises and equipment,
plus other assets in exchange for the assumption of $22,375,850 in deposit
liabilities. The excess of cost over fair market value of net assets acquired is
classified as an intangible asset that is included in other assets on the
balance sheet. This intangible asset is being amortized on a straight-line basis
over the expected period of benefit.
41
<PAGE>
Note 17: Parent Company Condensed Financial Information
Financial information for the Parent Company as of and for the years ended
December 31, 1997 and 1996, is as follows:
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
December 31,
Balance Sheet 1997 1996
- - -----------------------------------------------------------------------------------------------------------------------
<S><C>
Assets
Cash $ 112,456 $ 14,976
Investment securities available for sale 4,295,669 4,607,059
Other assets 613,874 119,700
Investments in subsidiary 26,935,994 27,525,661
- - -----------------------------------------------------------------------------------------------------------------------
Total assets $ 31,957,993 $32,267,396
- - -----------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Other liabilities $ 157,460 $ 52,887
Shareholders' equity 31,800,533 32,214,509
- - -----------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 31,957,993 $32,267,396
- - -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
Statement of Income 1997 1996 1995
- - -----------------------------------------------------------------------------------------------------------------------
<S><C>
Interest income on investment securities $ 295,477 $ 319,001 $ 60,362
Interest income on loans 21,573 -- --
Dividends received from bank subsidiary 5,420,044 3,591,698 5,379,225
Distributions in excess of equity in net
income of subsidiary (672,045) -- (2,063,442)
Equity in undistributed net income of subsidiary -- 195,640 --
Other expenses (128,222) (45,165) (213)
- - -----------------------------------------------------------------------------------------------------------------------
Net income $ 4,936,827 $ 4,061,174 $ 3,375,932
- - -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
Years Ended December 31,
Statement of Cash Flows 1997 1996 1995
- - -----------------------------------------------------------------------------------------------------------------------
<S><C>
Operating activities:
Net income $ 4,936,827 $ 4,061,174 $ 3,375,932
Adjustments to reconcile net income to net
cash provided by operating activities:
Distributions in excess of equity in net income of subsidiary 672,045 -- 2,063,442
Equity in undistributed earnings of subsidiary -- (195,640) --
(Decrease) increase in other assets (494,174) 314,912 (22,637)
Increase (decrease) in other liabilities 31,767 (294,040) 22,637
- - -----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 5,146,465 3,886,406 5,439,374
- - -----------------------------------------------------------------------------------------------------------------------
Investing activities:
Sale of investments 2,083,893 282,500 --
Purchase of investments (1,557,413) (739,536) (4,086,950)
- - -----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 526,480 (457,036) (4,086,950)
- - -----------------------------------------------------------------------------------------------------------------------
Financing activities:
Repurchase of common stock (4,331,201) (2,126,503) --
Dividends paid (1,369,788) (1,365,187) (1,315,525)
Proceeds from the issuance of stock 125,524 12,885 17,072
- - -----------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (5,575,465) (3,478,805) (1,298,453)
- - -----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 97,480 (49,435) 53,971
Cash at beginning of year 14,976 64,411 10,440
- - -----------------------------------------------------------------------------------------------------------------------
Cash at end of year $ 112,456 $ 14,976 $ 64,411
- - -----------------------------------------------------------------------------------------------------------------------
</TABLE>
42
<PAGE>
Note 18: Quarterly Condensed Statements Of Income - Unaudited
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
1997 Quarter Ended
In thousands (except per share) March 31 June 30 September 30 December 31
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Total interest income $ 4,750 $ 4,844 $ 5,013 $ 5,156
Net interest income after provision for loan losses 2,842 2,784 2,888 2,917
Other income 1,145 1,420 1,979 2,114
Other expenses 2,504 2,636 3,049 3,349
Income before income taxes 1,483 1,568 1,818 1,682
Net income 1,174 1,223 1,334 1,206
Earnings per common share - assuming dilution $ .55 $ .63 $ .69 $ .63
Dividends per common share .16 .18 .18 .18
- - -------------------------------------------------------------------------------------------------------------
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
1996 Quarter Ended
In thousands (except per share) March 31 June 30 September 30 December 31
- - -------------------------------------------------------------------------------------------------------------
<S><C>
Total interest income $ 4,375 $ 4,541 $ 4,645 $ 4,772
Net interest income after provision for loan losses 2,481 2,609 2,714 2,831
Other income 733 1,324 1,317 1,305
Other expenses 2,347 2,542 2,673 2,732
Income before income taxes 867 1,391 1,358 1,404
Net income 729 1,136 1,069 1,127
Earnings per common share - assuming dilution $ .33 $ .51 $ .48 $ .52
Dividends per common share .15 .15 .15 .16
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
43
<PAGE>
INDEPENDENT AUDITOR'S REPORT
[YHB Logo]
The Board of Directors and Shareholders
C&F Financial Corporation
We have audited the accompanying consolidated balance sheets of C&F Financial
Corporation and subsidiary as of December 31, 1997, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of C&F
Financial Corporation and subsidiary for the years December 31, 1996 and 1995
were audited by other auditors whose report, dated January 17, 1997, expressed
an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements referred to above present
fairly, in all material respects, the financial position of C&F Financial
Corporation and subsidiary at December 31, 1997, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Yount, Hyde & Barbour, P.C.
_______________________________
January 15, 1998
Winchester, Virginia
44
<PAGE>
INVESTOR INFORMATION
Annual Meeting of Shareholders
The annual meeting of shareholders of C&F Financial Corporation will be held at
3:30pm on Tuesday, April 21, 1998 at the van den Boogaard Center, 3510 King
William Avenue, West Point, Virginia. All shareholders are cordially invited to
attend.
Stock Price Information
Effective January 22, 1998, the Corporation's common stock is traded on the
over-the-counter market and is listed for quotation on the Nasdaq Stock Market
National Market System under the symbol "CFFI." Prior to this date the
Corporation's Common Stock appeared on the Nasdaq Bulletin Board Listing. As of
February 9, 1998 there were approximately 1,057 shareholders of record.
Following are the high and low closing prices in 1997 and 1996. The 1997
information was obtained from the Nasdaq Bulletin Board Listing. The 1996
information was obtained from internal shareholder records kept by C&F Financial
Corporation as the Corporation acted as its own transfer agent during this
period. Over-the-counter market quotations reflected inter-dealer prices,
without retail mark-up, mark-down, or commission and may not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------
1997 1996
- - -------------------------------------------------------------------------------------------------------------
Quarter High Low High Low
- - -------------------------------------------------------------------------------------------------------------
<S><C>
First $ 21.25 $ 17.50 $ 20.50 $ 18.75
Second 21.50 20.00 19.75 18.75
Third 22.50 20.75 19.00 18.50
Fourth 26.50 21.00 20.00 18.00
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
Stock Transfer Agent
American Stock Transfer & Trust Company serves as transfer agent for the
Corporation. You may write them at 40 Wall Street, New York, NY 10005 or
telephone them toll-free at 1-800-937-5449.
Annual Report on Form 10-K and Additional Information
A copy of Form 10-K as filed with the Securities and Exchange Commission is
available without charge to stockholders upon written request. Requests for this
or other financial information about C&F Financial Corporation should be
directed to:
Tom Cherry
Vice President and Chief Accounting Officer
C&F Financial Corporation
P.O. Box 391
West Point, VA 23181
45
<PAGE>
DIRECTORS AND ADVISORS
C&F Financial Corporation / Citizens And Farmers Bank
- - -----------------------------------------------------
J. P. CAUSEY JR.*+
Senior Vice President, Secretary & General Counsel
Chesapeake Corporation
LARRY G. DILLON*+
Chairman, President & CEO
C&F Financial Corporation Citizens and Farmers Bank
P. L. HARRELL+
President
Old Dominion Grain, Inc.
JAMES H. HUDSON III*+
Attorney-at-Law
Hudson & Bondurant, P.C.
JOSHUA H. LAWSON+
President
Thrift Insurance Corporation
WILLIAM E. O'CONNELL JR.*+
Professor of Business
The College of William and Mary
STURE G. OLSSON*+
Retired Chairman of the Board
Chesapeake Corporation
PAUL C. ROBINSON+
Owner & President
Francisco, Robinson & Associates, Realtors
W. T. ROBINSON*+
Past Chairman of the Board
C&F Financial Corporation Citizens and Farmers Bank
THOMAS B. WHITMORE JR.+
Retired President
Whitmore Chevrolet, Oldsmobile, Pontiac Co., Inc.
* C&F Financial Corporation Board Member
+ Citizens and Farmers Bank Board Member
C&F Mortgage Corporation
- - ------------------------
J. P. CAUSEY JR.
Senior Vice President, Secretary & General Counsel
Chesapeake Corporation
LARRY G. DILLON
Chairman of the Board
JAMES H. HUDSON III
Attorney-at-Law
Hudson & Bondurant, P.C.
BRYAN E. MCKERNON
President & Chief Executive Officer
C&F Mortgage Corporation
WILLIAM E. O'CONNELL JR.
Professor of Business
The College of William and Mary
C&F Investment Services. Inc.
- - -----------------------------
LARRY G. DILLON
President
ERIC F. NOST
Vice President
BRAD E. SCHWARTZ
Treasurer
GARI B. SULLIVAN
Senior Vice President & Secretary
Independent Public
Accountants
- - ------------------
Yount, Hyde & Barbour, P.C.
Winchester, VA
Corporate Counsel
- - -----------------
Hudson & Bondurant, P.C.
West Point, VA
Varina Advisory Board
- - ---------------------
ROBERT A. CANFIELD
Attorney-at-Law
Canfield, Moore, Shapiro,
Sease & Baer
SUSAN R. FERGUSON
REGGIE H. NELSON IV
Partner
Colonial Acres Farm
ROBERT F. NELSON
Professional Engineer
Engineering Design Associates
PHIL T. RUTLEDGE
Retired Deputy County Manager
County of Henrico
SANDRA W. SEELMANN
Real Estate Broker/Owner
Varina & Seelmann Realty
46
<PAGE>
OFFICERS AND LOCATIONS
Citizens And Farmers Bank
- - -------------------------
ADMINISTRATIVE OFFICE
802 Main Street
West Point, Virginia 23181
(804) 843-2360
Larry G. Dillon *
Chairman of the Board & Chief Executive Officer
Brad E. Schwartz *
Senior Vice President
Gari B. Sullivan *
Senior Vice President & Secretary
Howard P. Wilkinson
Senior Vice President & Chief Lending Officer
Leslie A. Campbell
Vice President
Thomas F. Cherry *
Vice President & Chief Accounting Officer
Sandra S. Fryer
Vice President
Deborah R. Nichols
Vice President, Branch Administration
Julia L. Gresham
Assistant Vice President
William B. Littreal
Assistant Vice President
Susan B. Milby
Assistant Vice President
WEST POINT - MAIN OFFICE
802 Main Street
West Point, Virginia 23181
(804) 843-2360
LONGHILL ROAD
Sandra C. St.Clair
Assistant Vice President & Branch Manager
4780 Longhill Road
Williamsburg, Virginia 23188
(757) 565-0593
MIDDLESEX
N. Susan Gordon
Branch Manager
Route 33 at Route 641
Saluda, Virginia 23149
(804) 758-3641
NORGE
Alec J. Nuttall
Assistant Vice President & Branch Manager
7534 Richmond Road
Norge, Virginia 23127
(757) 564-8114
PROVIDENCE FORGE
James D. W. King
Vice President & Branch Manager
3501 N. Courthouse Road
Providence Forge, Virginia 23140
(804) 966-2264
QUINTON
Mary T. "Joy" Whitley
Assistant Vice President & Branch Manager
2580 New Kent Highway
Quinton, Virginia 23141
(804) 932-4383
TAPPAHANNOCK
Douglas M. "Judge" Smith
Assistant Vice President & Branch Manager
1649 Tappahannock Boulevard
Tappahannock, Virginia 22560
(804) 443-2265
VARINA
Tracy E. Pendleton
Assistant Vice President & Branch Manager
W. Kendall Lipscomb
Assistant Vice President
Route 5 at Strath Road
Richmond, Virginia 23231
(804) 795-7000
WEST POINT - 14TH STREET
Karen T. Richardson
Assistant Vice President & Branch Manager
415 Fourteenth Street
West Point, Virginia 23181
(804) 843-2708
LOAN PRODUCTION OFFICE
Terrence C. Gates
Vice President, Real Estate Construction
300 Arboretum Place, Suite 245
Richmond, Virginia 23236
(804) 330-8300
* Officers of C&F Financial Corporation
C&F Mortgage Corporation
- - ------------------------
ADMINISTRATIVE OFFICE
300 Arboretum Place, Suite 245
Richmond, Virginia 23236
(804) 330-8300
Bryan E. McKernon
President & Chief Executive Officer
Mark A. Fox
Executive Vice President & Chief Financial Officer
Theresa M. Dougherty
Vice President & Senior Underwriter
Donna G. Jarratt
Vice President & Project Manager
ANNAPOLIS, MARYLAND
Larry Roussil
Vice President & Branch Manager
2191 Defense Highway, Suite 200
Crofton, Maryland 21114
(410) 721-6770
BELAIR, MARYLAND
David A. Lehnerd
Vice President & Branch Manager
2105 Laurel Bush Road, Suite 201
Belair, Maryland 21015
(410) 569-0479
CHARLOTTESVILLE
Philip N. Mahone
Vice President & Branch Manager
William E. Hamrick
Vice President & Branch Manager
114 Whitewood Road, Suite 2
Charlottesville, Virginia 22901
(804) 974-1450
CHESTER
Stephen L. Fuller
Vice President & Branch Manager
4517 West Hundred Road
Chester, Virginia 23831
(804) 748-2900
NEWPORT NEWS
Linda H. Gaskins
Vice President & Branch Manager
703 Thimble Shoals Boulevard, Suite C4
Newport News, Virginia 23606
(757) 873-8200
RICHMOND
Thomas A. Gill
Vice President & Branch Manager
Donald R. Jordan
Vice President & Richmond Production Manager
300 Arboretum Place, Suite 245
Richmond, Virginia 23236
(804) 330-8300
RICHMOND WEST
Page C. Yonce
Vice President & Branch Manager
7231 Forest Avenue, Suite 202
Richmond, Virginia 23226
(804) 673-3453
WILLIAMSBURG
Irving E. "Ed" Jenkins
Vice President & Branch Manager
3279-A Lake Powell Road
Williamsburg, Virginia 23185
(757) 259-1200
C&F Investment Services, Inc.
- - -----------------------------
Eric F. Nost
Vice President & Manager
417 Fourteenth Street
West Point, Virginia 23181
(804) 843-4584
(800) 853-3863
Douglas L. Hartz
Assistant Vice President
2580 New Kent Highway
Quinton, Virginia 23141
(804) 932-4383
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-88624 of C&F Financial Corporation on Form S-8 of our report dated January
15,1998, incorporated by reference in this Annual Report on Form 10-KSB of C&F
Financial Corporation for the year ended December 31, 1997.
/s/ YOUNT, HYDE & BARBOUR, P.C.
Winchester, Virginia
March 20, 1998
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-88624 of C&F Financial Corporation on Form S-8 of our report dated January
17, 1997, incorporated by reference in this Annual Report on Form 10-K of C&F
Financial Corporation for the year ended December 31, 1997.
/s/DELOITTE & TOUCHE LLP
Richmond, Virginia
March 20, 1998
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 7,844
<INT-BEARING-DEPOSITS> 1,027
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 29,793
<INVESTMENTS-CARRYING> 45,927
<INVESTMENTS-MARKET> 47,686
<LOANS> 156,978
<ALLOWANCE> 2,233
<TOTAL-ASSETS> 278,106
<DEPOSITS> 231,513
<SHORT-TERM> 9,336
<LIABILITIES-OTHER> 4,864
<LONG-TERM> 0
0
0
<COMMON> 1,916
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 278,106
<INTEREST-LOAN> 14,656
<INTEREST-INVEST> 5,107
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 19,763
<INTEREST-DEPOSIT> 7,674
<INTEREST-EXPENSE> 8,002
<INTEREST-INCOME-NET> 11,761
<LOAN-LOSSES> 330,000
<SECURITIES-GAINS> (7)
<EXPENSE-OTHER> 11,531
<INCOME-PRETAX> 6,551
<INCOME-PRE-EXTRAORDINARY> 6,551
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,937
<EPS-PRIMARY> 2.50
<EPS-DILUTED> 2.50
<YIELD-ACTUAL> 8.57
<LOANS-NON> 497
<LOANS-PAST> 768
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,927
<CHARGE-OFFS> 27
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 2,233
<ALLOWANCE-DOMESTIC> 2,233
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
[LOGO]
C&F Financial Corporation
Eighth and Main Streets
P.O. Box 391
West Point, Virginia 23181
Dear Fellow Shareholders:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of C&F Financial Corporation, the holding company for Citizens and
Farmers Bank. The meeting will be held on Tuesday, April 21, 1998, at 3:30 p.m.
at the van den Boogaard Center, 3510 King William Avenue, West Point, Virginia.
The accompanying Notice and Proxy Statement describe the matters to be presented
at the meeting. Enclosed is our Annual Report to Shareholders that will be
reviewed at the Annual Meeting.
Please complete, sign, date and return the enclosed proxy card as
soon as possible. Whether or not you will be able to attend the Annual Meeting,
it is important that your shares be represented and your vote recorded.
The proxy may be revoked at any time before it is voted at the Annual Meeting.
We appreciate your continuing loyalty and support of Citizens and
Farmers Bank and C&F Financial Corporation.
Sincerely,
/s/ Larry G. Dillon
Larry G. Dillon
President & Chief Executive Officer
West Point, Virginia
March 12, 1998
<PAGE>
(This page intentionally left blank)
<PAGE>
C&F FINANCIAL CORPORATION
Eighth and Main Streets
P. O. Box 391
West Point, Virginia 23181
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 1998
The 1998 Annual Meeting of Shareholders of C&F Financial Corporation
(the "Company") will be held at the van den Boogaard Center, 3510 King William
Avenue, West Point, Virginia, on Tuesday, April 21, 1998, at 3:30 p.m. for the
following purposes:
1. To elect one Class I director to serve until the 2000
Annual Meeting of Shareholders and
two Class II directors to the Board of Directors of the
Company to serve until the 2001 Annual Meeting of
Shareholders, as described in the Proxy Statement
accompanying this notice.
2. To ratify the Board of Directors' appointment of Yount,
Hyde & Barbour, P.C., as the Company's independent public
accountants for 1998.
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on February 20, 1998,
are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
By Order of the Board of Directors
/s/ Gari B. Sullivan
Gari B. Sullivan
Secretary
March 12, 1998
IMPORTANT NOTICE
Please complete, sign, date and return the enclosed proxy card in the
accompanying postage paid envelope so that your shares will be represented at
the meeting. Shareholders attending the meeting may personally vote on all
matters which are considered, in which event the signed proxies are revoked.
<PAGE>
(This page intentionally left blank)
<PAGE>
C&F FINANCIAL CORPORATION
Eighth and Main Streets
P. O. Box 391
West Point, Virginia 23181
PROXY STATEMENT
1998 ANNUAL MEETING OF SHAREHOLDERS
April 21, 1998
GENERAL
The following information is furnished in connection with the
solicitation by and on behalf of the Board of Directors of the enclosed proxy to
be used at the 1998 Annual Meeting of Shareholders (the "Annual Meeting") of C&F
Financial Corporation (the "Company") to be held Tuesday, April 21, 1998, at
3:30 p.m. at the van den Boogaard Center, 3510 King William Avenue, West Point,
Virginia. The approximate mailing date of this Proxy Statement and accompanying
proxy is March 12, 1998.
Revocation and Voting of Proxies
Execution of a proxy will not affect a shareholder's right to attend
the Annual Meeting and to vote in person. Any shareholder who has executed and
returned a proxy may revoke it by attending the Annual Meeting and requesting to
vote in person. A shareholder may also revoke his proxy at any time before it is
exercised by filing a written notice with the Company or by submitting a proxy
bearing a later date. Proxies will extend to, and will be voted at, any properly
adjourned session of the Annual Meeting. If a shareholder specifies how the
proxy is to be voted with respect to any proposals for which a choice is
provided, the proxy will be voted in accordance with such specifications. If a
shareholder fails to specify with respect to such proposals, the proxy will be
voted FOR proposals 1 and 2, as set forth in the accompanying notice and further
described herein.
Voting Rights of Shareholders
Only those shareholders of record at the close of business on
February 20, 1998, are entitled to notice of and to vote at the Annual Meeting,
or any adjournments thereof. The number of shares of common stock of the Company
outstanding and entitled to vote at the Annual Meeting is 1,924,755. The Company
has no other class of stock outstanding. A majority of the votes entitled to be
cast, represented in person or by proxy, will constitute a quorum for the
transaction of business. Each share of Company common stock entitles the record
holder thereof to one vote upon each matter to be voted upon at the Annual
Meeting.
With regard to the election of directors, votes may be cast in favor
or withheld. If a quorum is present, the nominees receiving a plurality of the
votes cast at the Annual Meeting will be elected directors; therefore, votes
withheld will have no effect. The ratification of Yount, Hyde & Barbour, P.C.,
as the Company's independent public accountants requires the affirmative vote of
a majority of the shares cast on the matter. Thus, although abstentions and
broker non-votes (shares held by customers which may not be voted on certain
matters because the broker has not received specific instructions from the
customer) are counted for purposes of determining the presence or absence of a
quorum for the transaction of business, they are generally not counted for
purposes of determining whether such proposals have been approved and therefore
have no effect.
<PAGE>
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the Company.
Solicitations will be made only by the use of the mails, except that officers
and regular employees of the Company and Citizens and Farmers Bank (the "Bank")
may make solicitations of proxies by telephone, telegram, special letter, or by
special call, acting without compensation other than regular compensation. It is
contemplated that brokerage houses and other nominees, custodians, and
fiduciaries will be requested to forward the proxy soliciting material to the
beneficial owners of the stock held of record by such persons, and the Company
will reimburse them for their charges and expenses in this connection.
Principal Holders of Capital Stock
The following table shows the share ownership as of February 20,
1998, of the shareholders known to the Company to be the beneficial owners of
more than 5% of the Company's common stock, par value $1.00 per share, which are
0the only voting securities outstanding.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of Beneficial Percent
of Beneficial Owner Ownership(1) of Class
- - ------------------- ------------ --------
<S> <C>
Sture G. Olsson 142,824(2) 7.4%
P. O. Box 311
West Point, VA 23181
W. T. Robinson 106,258(2) 5.5%
P. O. Box 391
West Point, VA 23181
</TABLE>
(1) For purposes of this table, beneficial ownership has been determined
in accordance with the provision of Rule 13d-3 of the Securities
Exchange Act of 1934 under which, in general, a person is deemed to
be the beneficial owner of a security if he or she has or shares the
power to vote or direct the voting of the security or the power to
dispose of or direct the disposition of the security, or if he has
the right to acquire beneficial ownership of the security within
sixty days.
(2) Includes shares held by affiliated corporations, close relatives, and
children, and shares held jointly with spouses or as custodians or
trustees for children, as follows: Mr. Olsson, 134,536 shares (held
in a trust of which Crestar Bank and Mr. Olsson are co-trustees); Mr.
Robinson, 53,129 shares owned by spouse.
As of February 20, 1998, the directors and officers of the Company
and its subsidiary bank beneficially owned as a group 345,738 shares (or
approximately 17.8%) of Company common stock (including shares for which they
hold presently exercisable stock options).
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Board is divided into three classes (I, II, and III) of
directors. The term of office for Class II directors will expire at the Annual
Meeting. One person named below, who currently serves as a director of the
Company, will be nominated to serve as a Class I director and two persons named
below, each of whom currently serves as a director of the Company, will be
nominated to serve as Class II directors. If elected, the Class I nominee will
serve until the 2000 Annual Meeting of Shareholders and the Class II nominees
will serve until the 2001 Annual Meeting of Shareholders. The persons named in
the proxy will
<PAGE>
vote for the election of the nominees named below unless authority is withheld.
The Company's Board believes that the nominees will be available and able to
serve as directors, but if any of these persons should not be available or able
to serve, the proxies may exercise discretionary authority to vote for a
substitute proposed by the Company's Board.
Certain information concerning the nominees for election at the
Annual Meeting as Class I and Class II directors is set forth below, as well as
certain information about the other Class I director and Class III directors,
who will continue in office until the 2000 and 1999 Annual Meeting of
Shareholders, respectively.
<TABLE>
<CAPTION>
Number of Shares
Principal Beneficially Owned
Served as Occupation During as of February 20, 1998
Name (Age) Since(1) Past Five Years (Percent of Class)(2)
- - ---------- -------- --------------- ---------------------
<S> <C>
Class I Directors (Serving Until the 2000 Annual Meeting)
Larry G. Dillon (44) 1989 Chairman, President and 20,601(3)
Chief Executive Officer of the (1.1%)
Company and the Bank
James H. Hudson, III (49) 1997 (4) Attorney-at-Law 920
(Nominee) Hudson & Bondurant, P.C. *
Class II Directors (Nominees) (Serving Until the 2001 Annual Meeting)
Sture G. Olsson (77) 1952 Retired; previously Chairman of 142,824(5)
the Board, Chesapeake Corporation (7.4%)
W. T. Robinson (85) 1948 Retired; previously Chairman of 106,258(5)
the Board of the Company and the Bank (5.5%)
Class III Directors (Serving Until the 1999 Annual Meeting)
J. P. Causey Jr. (54) 1984 Senior Vice President, Secretary & 17,244
General Counsel of Chesapeake *
Corporation
William E. O'Connell, Jr. (60) 1994 Chessie Professor of Business, 1,000
The College of William and Mary *
All Directors and Executive 345,738
Officers as a group (13 persons) (17.8%)
</TABLE>
* Represents less than 1% of the total outstanding shares of the
Company's common stock.
(1) Refers to the year in which the director was first elected to the Board
of Directors of the Bank.
(2) See footnote 1 of table above "Principal Holders of Capital Stock" for
description of how beneficial ownership has been determined for
purposes of this table.
(3) Includes 6,734 shares as to which Mr. Dillon holds presently
exercisable options. A description of such options is set forth below
in greater detail in "Employee Benefit Plans - Incentive Stock Option
Plan".
<PAGE>
(4) Pursuant to the Bylaws of the Company and the Bank, Mr. Hudson was
elected to the respective Boards as a Director of the Company and the
Bank on July 15, 1997, to fill the vacancy created by the resignation
of D. N. Sutton, Jr. on that date.
(5) Includes shares held by affiliated corporations, close relatives,
children, and shares held jointly with spouses or as custodians or
trustees for children, as follows: Messrs. Olsson and W. T. Robinson,
see discussion above under "Principal Holders of Capital Stock."
The Board of Directors of the Bank consists of the six members of the
Company's Board listed above as well as P. L. Harrell, Joshua H. Lawson, Paul C.
Robinson, and Thomas B. Whitmore, Jr.
The Board of Directors is not aware of any family relationship
between any director or person nominated by the Company to become director; nor
is the Board of Directors aware of any involvement in legal proceedings which
are material to any impairment of the ability or integrity of any director or
person nominated to become a director. Unless authority for the nominees is
withheld, the shares represented by the enclosed proxy card, if executed and
returned, will be voted FOR the election of the nominees proposed by the Board
of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINATED TO SERVE
AS A CLASS I DIRECTOR AND THE DIRECTORS NOMINATED TO SERVE AS CLASS II
DIRECTORS.
Board Committees and Attendance
During 1997, there were 10 meetings of the Board of Directors of the
Company and 15 meetings of the Board of Directors of the Bank. With the
exception of Mr. Olsson, each director attended at least 75% of all meetings of
the boards and committees on which he served. The Board of Directors of the
Company has a Capital Plan Committee and the Board of Directors of the Bank has
Executive, Compensation, and Audit Committees.
Members of the Capital Plan Committee are Messrs. Causey, Dillon,
Hudson, O'Connell, and W. T. Robinson. The Capital Plan Committee reviews
capital related matters and submits proposals or recommendations to the Board
of Directors. The Capital Plan Committee met three times during 1997.
Members of the Executive Committee are Messrs. Causey, Dillon,
Hudson, O'Connell, Olsson, and W. T. Robinson. The Executive Committee
reviews various matters and submits proposals or recommendations to the Board
of Directors. The Executive Committee did not meet during 1997.
Members of the Compensation Committee are Messrs. Causey, Harrell,
Hudson, and Whitmore. The Compensation Committee recommends the level of
compensation of each officer of the Bank, the granting of stock options and
other employee remuneration plans to the Board of Directors. The Compensation
Committee met three times during 1997.
Members of the Audit Committee are Messrs. Causey, Lawson, and P.
Robinson. The Audit Committee reviews and approves various audit functions
including the year-end audit performed by the Company's independent public
accountants. The Audit Committee met three times during 1997.
The Board has no separate nominating committee. The entire Board
reviews, on an as-needed basis, the qualifications of candidates for membership
to the Board.
<PAGE>
Directors' Fees
Each of the directors of the Company is also a director of the Bank.
Effective January 1, 1997, non-employee members of the Board of Directors of the
Bank receive an annual retainer of $2,500, payable quarterly, with a base
meeting fee of $300 per day for Company or Bank meetings and a fee of $100 for
each secondary meeting of the Company, Bank or any committees thereof held on
the same day as a meeting for which the base meeting fee is paid.
Interest of Management in Certain Transactions
As of December 31, 1997, the total maximum extensions of credit
(including used and unused lines of credit) to policy-making officers,
directors, principal shareholders and their associates amounted to $2,790,251,
or 8.8%, of total capital. The maximum aggregate amount of such indebtedness
during 1997 was $2,151,434, or 6.8%, of total year-end capital. These loans were
made in the ordinary course of the Bank's business, on the same terms, including
interest rates and collateral, as those prevailing at the same time for
comparable transactions with others, and do not involve more than the normal
risks of collectibility or present other unfavorable features. The Bank expects
to have in the future similar banking transactions with officers, directors,
principal shareholders and their associates.
The firm of Thrift Insurance Corporation serves as the local agent
for the Fidelity and Deposit Company of Maryland. Mr. Lawson, a director of the
Bank, is the majority owner of Thrift Insurance Corporation. The Bank maintains
its various insurance policies including its blanket bond coverage, directors
and officers liability coverage, and building and equipment coverage through
Fidelity and Deposit Company of Maryland. All premiums are negotiated directly
with representatives of Fidelity and Deposit Company of Maryland. During 1997,
the Bank paid premiums totaling $39,399 to Thrift Insurance Corporation, as
agent, for the insurance coverage maintained by the Bank.
During 1997 the Company and the Bank and its subsidiaries utilized
the legal services of the law firm of Hudson and Bondurant P.C., of which James
H. Hudson, III is a partner. The amount of fees paid to Hudson and Bondurant,
P.C. did not exceed 5% of the firm's gross revenue.
Executive Compensation
Summary of Cash and Certain Other Compensations. The following table
shows the cash compensation paid to Mr. Dillon, President and Chief Executive
Officer of the Company, during 1997, 1996, and 1995. During 1997, no other
executive officer of the Company received compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
All
Name and Other Annual Other
Principal Position Year Salary Bonus(1) Compensation(2) Options(3) Compensation(4)
- - ------------------ ---- ------ -------- --------------- ---------- ---------------
<S> <C>
Larry G. Dillon 1997 $120,000 $40,000 - 1,600 $19,118
President/Chief 1996 102,500 20,000 - 1,600 17,126
Executive Officer 1995 92,500 15,000 - 1,500 16,322
</TABLE>
<PAGE>
(1) All bonuses were paid under the Management Incentive Bonus Plan, which
is described below in "Employee Benefit Plans".
(2) The amount of compensation in the form of perquisites or other personal
benefits properly categorized in this column according to the
disclosure rules adopted by the Commission did not exceed the lesser of
either $50,000, or 10% of the total annual salary and bonus reported in
each of the three years reported for Mr. Dillon, and therefore, is not
required to be reported.
(3) 1997 options were granted at an exercise price of $25.00 per share;
1996 options were granted at an exercise price of $18.75 per share;
1995 options were granted at an exercise price of $20.50 per share.
(4) $6,966, $11,711, and $10,908, were paid under the Bank's Profit-Sharing
Plan for 1997, 1996, and 1995, respectively, and $5,383, $5,415, and
$5,414, were paid under the Bank's Split-Dollar Insurance Program for
1997, 1996, and 1995, respectively, which are described below under
"Employee Benefit Plans". $6,769 was paid under the Bank's 401(k) Plan
for 1997, which is described below in "Employee Benefit Plans".
Stock Options and SAR. The following table shows all grants of options
to Mr. Dillon in 1997:
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
----------------- ---------------
% of Total
Options Granted Exercise or
Options to Employees in Base Price Expiration 5% 10%
Name Granted (#)(1) Fiscal Year ($/Sh) Date ($) ($)
- - ---- -------------- ----------- ------ ---- --- ---
<S> <C>
Larry G. Dillon 1,600 9.8% 25.00 12/16/07 25,156 63,750
</TABLE>
(1) Vesting is as follows: One-third by December 16, 1998;
two-thirds by December 16, 1999; and 100% by December 16, 2000.
Option/SAR Exercises and Holdings. The following table shows stock
options exercised by Mr. Dillon in 1997:
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Options/SAR Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Options at Options at
Shares December 31, 1997 (#) December 31, 1997 ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- - ---- ------------ ------------ ------------- -------------
<S> <C>
Larry G. Dillon 2,800 38,500 8,734/ 70,571/
3,166 12,078
</TABLE>
<PAGE>
Change in Control Arrangements
The Company has entered into a "change in control agreement" with Mr.
Dillon. The agreement provides certain payments to and benefits for Mr. Dillon
in the event of a termination of his employment by the Company without "cause,"
or by Mr. Dillon for "good reason," during the period beginning on the
occurrence of a "change in control" (as defined) of the Company and ending
sixty-one days after the second anniversary of the change in control date. In
such event, Mr. Dillon would be entitled (i) to receive in 12 consecutive
quarterly installments, or in a lump sum, two and one-half times the sum of his
highest aggregate annual base salary during the 24 month period preceding the
change in control date and his highest aggregate annual bonus for the three
fiscal years preceding the change in control date; (ii) for a period of three
years following termination, to receive continuing health insurance, life
insurance, split dollar insurance and similar benefits under the Company's
welfare benefit plans and to have the three year period credited as service
towards completion of any service requirement for retiree coverage under the
Company's welfare benefit plans; and (iii) if Mr. Dillon requests within one
year after his termination, to have the Company acquire his residence for its
appraised fair market value. During the term of the agreement following a change
in control, Mr. Dillon may voluntarily terminate his employment and become
entitled to these payment and benefits under certain circumstances. These
circumstances include, but are not limited to, a material adverse change in his
position, authority or responsibilities or a reduction in his rate of annual
base salary, benefits (including incentives, bonuses, stock compensation, and
retirement and welfare plan coverage) or other perquisites as in effect
immediately prior to the change in control date.
Payments and benefits provided under the agreement will be reduced, if
and to the extent necessary, so that Mr. Dillon will not be subject to a federal
excise tax on, and the Company will not be denied an income tax deduction on
account of having made excess parachute payments.
Employee Benefit Plans
Management Incentive Bonus Plan. The Bank adopted a Management
Incentive Bonus Plan (the "Bonus Plan") effective January 1, 1987. The Bonus
Plan is offered to selected members of management. The bonus is derived from a
pool of funds determined by the Bank's total performance relative to (1)
prescribed growth rates of assets and deposits, (2) return on average assets,
and (3) absolute level of net income. Attainment, in whole or in part, of these
goals dictates the amount set aside in the pool of funds. Evaluation of
attainment and approval of the pool amount is done by the Board of Directors of
the Bank. Payment of the bonus is based on individual performance and paid in
cash as a percentage of the respective individual's base salary. Expense is
accrued in the year of the specified bonus performance.
Other than the Bonus Plan (above), the Incentive Stock Option Plan
(detailed below), and the Split-Dollar Insurance Program (detailed below), there
are no personal benefits provided to principal officers and directors which are
not provided to all other full-time employees.
Profit-Sharing/401(k) Plan. The Bank maintains a Defined Contribution
"Profit-Sharing" Plan sponsored by the Virginia Bankers Association. The plan
was amended effective January 1, 1997, to include a 401(k) savings provision,
which authorizes a maximum voluntary salary deferral of up to 15% of
compensation (with a partial company match), subject to statutory limitations.
The profit-sharing arrangement provides for an annual discretionary contribution
to the account of each eligible employee based in part on the Bank's
profitability for a given year, and on each participant's yearly earnings. All
full-time employees with at least six months of service are eligible to
participate. Contributions and earnings may be invested in various investment
vehicles offered through the Virginia Bankers Association. Contributions and
earnings are tax-deferred. An employee is 40% vested after four years of
service, 60% after five years, 80% after six years, and fully vested after seven
years.
<PAGE>
Retirement Plan. The Bank has a Non-Contributory Defined Benefit
Retirement Plan (the "Retirement Plan") covering substantially all employees who
have reached the age of 21 and have been fully employed for at least one year.
The Retirement Plan provides participants with retirement benefits related to
salary and years of credited service. Employees become vested after five plan
years of service, and the normal retirement date is the plan anniversary date
nearest the employee's 65th birthday. The Retirement Plan does not cover
directors who are not active officers. The amount expensed for the Retirement
Plan during the year ended December 31, 1997, was $93,258.
The following table shows the estimated annual retirement benefits
payable to employees in the average annual salary and years of service
classifications set forth below assuming retirement at the normal retirement age
of 65.
<TABLE>
<CAPTION>
Consecutive Five-Year Years of Credited Service
Average Salary 15 20 25 30 35
- - -------------------------- ----------- ----------- ----------- ----------- ---------
<S> <C>
$ 25,000 $ 4,688 $ 6,250 $ 7,813 $ 8,750 $ 9,688
40,000 8,693 11,590 14,488 16,385 18,283
55,000 13,193 17,590 21,988 25,010 28,033
75,000 19,193 25,590 31,988 36,510 41,033
100,000 26,693 35,590 44,488 50,885 57,283
125,000 34,193 45,590 56,988 65,260 73,533
150,000 41,693 55,590 69,488 79,635 89,783
</TABLE>
Benefits under the Retirement Plan are based on a straight life
annuity assuming full benefit at age 65, no offsets, and covered compensation of
$29,400 for a person age 65 in 1997. Compensation is currently limited to
$160,000 by Internal Revenue Code. The estimated annual benefit payable under
the Retirement Plan upon retirement is $73,680 for Mr. Dillon, credited with 40
years of service. Benefits are estimated on the basis that he will continue to
receive, until age 65, covered salary in the same amount paid in 1997.
Split-Dollar Insurance Plan. In addition to a group life insurance
plan that is available to all full-time employees, the Bank offers a
Split-Dollar Insurance Program to selected members of management. The insurance
benefit under this program is equal to five times an officer's annual salary in
effect at the time the officer is enrolled in the program. While the Bank
advances a portion of the annual premium expense, each participant is obligated
to reimburse, without interest, the aggregate amount advanced on his behalf
during his participation in the program. Citizens and Farmers Bank recovers its
cost from each participant at retirement or from the proceeds of the policy if
the participant dies before reaching retirement age.
Incentive Stock Option Plan. The Company adopted the 1994 Incentive
Stock Plan (the "Incentive Plan") effective May 1, 1994. The Incentive Plan
makes available up to 100,000 shares of common stock for awards to key employees
of the Company and its subsidiaries in the form of stock options, stock
appreciation rights, and restricted stock (collectively, "Awards"). The purpose
of the Incentive Plan is to promote the success of the Company and its
subsidiaries by providing incentives to key employees that will promote the
identification of their personal interests with the long-term financial success
of the Company and with growth in shareholder value. The Incentive Plan is
designed to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of key employees upon whose judgment, interest,
and special effort the successful conduct of its operation is largely dependent.
Under the terms of the Incentive Plan, the Compensation Committee of
the Board of Directors of the Bank (the "Committee") administers the plan. The
Committee will have the power to determine the key employees to whom Awards
shall be made.
Each Award under the Incentive Plan will be made pursuant to a
written agreement between the Company and the recipient of the Award (the
"Agreement"). In administering the Incentive Plan, the
<PAGE>
Committee will have the authority to determine the terms and conditions upon
which Awards may be made and exercised, to determine terms and provisions of
each Agreement, to construe and interpret the Incentive Plan and the Agreements,
to establish, amend, or waive rules or regulations for the Incentive Plan's
administration, to accelerate the exercisability of any Award, the end of any
performance period, or termination of any period of restriction, and to make all
other determinations and take all other actions necessary or advisable for the
administration of the Incentive Plan.
The Board may terminate, amend, or modify the Incentive Plan from
time to time in any respect without shareholder approval, unless the particular
amendment or modification requires shareholder approval under the Internal
Revenue Code of 1986, as amended (the "Code"), the rules and regulations under
Section 16 of the Securities Exchange Act of 1934 or pursuant to any other
applicable laws, rules, or regulations.
Compensation Committee Report on Executive Compensation.
The Compensation Committee (the "Committee"), which is composed of
non-employee Directors of the Company and the Bank listed below, recommends to
the Board of Directors of the Bank (the "Board") the annual salary levels and
any bonuses to be paid to the Bank's executive officers. The Committee also
makes recommendations to the Board regarding the issuance of stock options and
all other compensation related matters.
Currently, the individuals serving as Chief Executive Officer and
executive officers of the Company also serve in the same capacities,
respectively, for the Bank. These officers are presently compensated for
services rendered by them to the Bank, but not for services rendered by them to
the Company.
The primary objective of the Bank's executive compensation program is
to attract and retain highly skilled and motivated executive officers who will
manage the Bank in a manner to promote its growth and profitability and advance
the interest of the Company's stockholders. As such, the compensation program is
designed to provide levels of compensation which are reflective of both the
individual's and the organization's performance in achieving the organization's
goals and objectives, both financial and non-financial, and in helping to build
value for the Company's stockholders. Based on its evaluation of these factors,
the Committee believes that the executive officers are dedicated to achieving
significant improvements in long-term financial performance and that the
compensation plans the Committee has implemented and administered have
contributed to achieving this management focus.
The principal elements of the Bank's compensation program include base
annual salary, short-term incentive compensation under the Bank's Management
Incentive Bonus Plan, and long-term incentive through the grants of stock
options under the 1994 Incentive Stock Plan.
In considering compensation for the Chief Executive Officer and the
other executive officers, the Committee relied on compensation surveys and an
evaluation of the officers' level of responsibility and performance. In 1997,
the Committee used the following compensation surveys to assist in developing
its recommendation on compensation: the SNL Executive Compensation Review; the
Sheshunoff Bank Executive and Director Compensation Survey; and the Virginia
Bankers Association's Salary Survey of Virginia Banks. The Committee believes
that these are relevant and appropriate indicators of compensation paid by the
Bank's competitors. The Committee received an evaluation by the Chief Executive
Officer of the performance of the executive officers (other than the Chief
Executive Officer) during 1997. The Committee evaluated the performance of the
Chief Executive Officer based on the financial performance of the Company and
the Bank, achievements in implementing the Bank's long-term strategy, and the
personal observations of the Chief Executive Officer's performance by the
members of the Committee. No particular weight was given to any particular
aspects of the performance of the Chief Executive Officer, but his performance
in 1997 was evaluated
<PAGE>
as outstanding, with the Company and the Bank achieving record earnings and
significant progress being made on the Bank's long-term strategy.
Based on the salary surveys and the performance evaluations, the
Committee generally set base annual salaries for the Chief Executive Officer and
the other executive officers in the median range of salaries contained in the
various surveys for comparable positions. Adjustments to base annual salary for
1998 ranged from a base salary increase of 3.6% to 16.7% for the Bank's
executive officers, with the Chief Executive Officer receiving a 16.7% increase.
The Committee also reviewed each executive officer's performance and
responsibility to assess the payment of short-term incentive compensation. The
Committee uses the compensation surveys and takes into consideration the
performance of the Bank relative to its peer group, taking into consideration
profit growth, asset growth, return on equity, and return on assets. No
particular weight is given to each of these elements. For 1997, the Committee
recommended the payment of cash bonuses to all the executive officers ranging
from 14% to 33% of base salary, with the Chief Executive Officer receiving a
cash bonus of 33% of base salary. The cash bonuses were given based upon the
role of such officers in the growth and profitability of the Bank in 1997.
Each year, the Committee also considers the desirability of granting
long-term incentive awards under the Company's 1994 Incentive Stock Option Plan.
The Committee believes that grants of options focus the Bank's senior management
on building profitability and shareholder value. The Committee notes in
particular its view that stock option grants afford a desirable long-term
compensation method because they closely ally the interests of management with
shareholder value. In fixing the grants of stock options with the senior
management group, other than the Chief Executive Officer, the Committee reviewed
with the Chief Executive Officer recommended individual awards, taking into
account the respective scope of accountability and contributions of each member
of the senior management group. The award to the Chief Executive Officer was
fixed separately and was based, among other things, on a review of competitive
compensation data from selected peer companies and information on his total
compensation as well as the Committee's perception of his past and expected
future contributions to the Company's achievement of its long-term goals.
Compensation Committee
J. P. Causey Jr. - Chairman
P. Loy Harrell
James H. Hudson, III
Thomas B. Whitmore, Jr.
Compensation Committee Interlocks and Insider Participation
During 1997 and up to the present time, there were transactions between
the Company's banking subsidiary and certain members of the Compensation
Committee, or their associates, all consisting of extensions of credit by the
Bank in the ordinary course of business. Each transaction was made on
substantially the same terms, including interest rates, collateral and repayment
terms, as those prevailing at the time for comparable transactions with the
general public. In the opinion of management, none of the transactions involve
more than the normal risk of collectibility or present other unfavorable
features.
None of the members of the Compensation Committee has served as an
officer or employee of the Company or any of its affiliates. No director may
serve as a member of the Committee if he is eligible to participate in the
Incentive Plan or was at any time within one year prior to his appointment to
the Committee eligible to participate in the Incentive Plan.
<PAGE>
Performance Graph
The following graph compares the yearly cumulative total shareholder
return on the Company's common stock with (1) the yearly cumulative total
shareholder return on stocks included in the NASDAQ stock index and (2) the
yearly cumulative total shareholder return on stocks included in the Independent
Bank Index prepared by the Carson Medlin Company. The Independent Bank Index is
the compilation of the total return to shareholders over the past 5 years of a
group of twenty-three independent community banks located in the southeastern
states of Florida, Georgia, North Carolina, South Carolina, Tennessee, and
Virginia.
There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the graph
below.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
[GRAPH]
C&F FINANCIAL CORPORATION
Five Year Performance Index
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
C&F FINANCIAL CORPORATION 100 101 122 126 119 170
INDEPENDENT BANK INDEX 100 125 153 208 248 358
NAXDAQ INDEX 100 115 112 159 195 240
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires directors, executive
officers and 10% beneficial owners of the Company's common stock to file reports
concerning their ownership of common stock. The Company believes that its
officers and directors complied with all filing requirements under Section 16(a)
of the Securities Exchange Act of 1934 during 1997.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, subject to ratification by the shareholders,
has appointed Yount, Hyde & Barbour, P.C. as independent public accountants for
the current fiscal year ending December 31, 1998.
A representative of Yount, Hyde & Barbour, P.C. will be present at
the Annual Meeting and will be given the opportunity to make a statement and
respond to appropriate questions from the shareholders. Unless marked to the
contrary, the shares represented by the enclosed proxy card, if executed and
returned, will be voted FOR the ratification of the appointment of Yount, Hyde &
Barbour, P.C. as the independent public accountants of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company has
no knowledge of any matters to be presented for consideration at the Annual
Meeting other than those referred to above. If any other matters properly come
before the Annual Meeting, the persons named in the accompanying proxy intend to
vote such proxy, to the extent entitled, in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1999 Annual
Meeting must be received by the Company no later than November 20, 1998. Under
applicable law, the Board of Directors need not include an otherwise appropriate
shareholder proposal (including any shareholder nominations for director
candidates) in its proxy statement or form of proxy for that meeting unless the
proposal is received by the Company's Secretary, at the Company's principal
office in West Point, Virginia, on or before the date set forth above.
By Order of the Board of Directors
/s/ Gari B. Sullivan
Gari B. Sullivan
Secretary
West Point, Virginia
March 12, 1998
<PAGE>
A copy of the Company's Annual Report on Form 10-K Report (including, exhibits)
as filed with the Securities and Exchange Commission for the year ended
December 31, 1997, will be furnished without charge to shareholders upon
written request directed to the Company's Secretary as set forth on
the first page of this Proxy Statement.
EXHIBIT 99.2
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
C&F Financial Corporation
We have audited the accompanying consolidated balance sheets of C&F Financial
Corporation and subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of C&F Financial Corporation and
subsidiary as of December 31, 1996 and 1995, the results of their operations and
their cash flows for the years then ended, in conformity with generally accepted
accounting principles.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
January 17, 1997
