================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-22283
VIRGINIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1829288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
24 South Augusta Street, Staunton, Virginia 24401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 885-1232
NONE
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
---
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class: Common Stock, $5.00 par value
Outstanding as of August 7, 2000: 3,981,008
================================================================================
VIRGINIA FINANCIAL CORPORATION
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Consolidated Statements of Changes in Stockholders' Equity 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 11
Item 3. Quantitative and Qualitative Disclosure about Market Risk 11
Part II. Other Information
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
Three Months Ended
JUNE 30 JUNE 30
2000 1999
---------- ---------
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 4,948 $ 3,992
To Finance Agriculture & Farmers 59 64
Commercial & Industrial 973 891
Individuals for Household & Personal 771 828
Obligations of State & Political Tax-Exempt 7 1
Other - 13
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 1,346 1,281
State & Political-Taxable 94 57
State & Political-Tax Exempt 438 313
Other Domestic Debt Securities 11 17
Equity Securities 46 87
Interest on Earning Deposits Due From Banks 2 -
Interest on Federal Funds Sold 27 104
-------- -------
Total Interest Income 8,722 7,648
-------- -------
Interest Expense:
Interest on Deposits:
NOW Accounts 308 292
Money Market Accounts 519 481
Other Savings Deposits 310 278
CD's of 100M or More 357 337
All Other Time Deposits 2,162 1,847
Interest on Fed Funds Purch'd
& Repurchase Agreements 213 118
Interest on Other Borrowed Money 207 -
-------- -------
Total Interest Expense 4,076 3,353
-------- -------
Net Interest Income 4,646 4,295
Provision for Loan Losses 197 263
-------- -------
Net Interest Income after Provision for Loan Losses 4,449 4,032
-------- -------
Noninterest Income:
Trust Department Income 405 379
Service Charges on Deposit Accts. 363 309
Other Fee Income 336 461
All Other Non-Interest Income 36 171
-------- -------
Total Noninterest Income 1,140 1,320
-------- -------
Gains of securities - 42
-------- -------
Noninterest Expense:
Salaries & Employee Benefits 2,087 1,707
Expense of Premises & Fixed Assets 478 366
Computer Services 279 193
Other Non-Interest Expense 747 812
-------- -------
Total Non-Interest Expense 3,591 3,078
-------- -------
Income Before Income Taxes 1,998 2,316
Provision for Income Taxes 547 698
-------- -------
Net Income $ 1,451 $ 1,618
======== =======
Per Share Data Net Income, basic and diluted $ 0.36 $ 0.40
Cash Dividends $ 0.17 $ 0.16
The accompanying notes are an integral part of these statements
3
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
Six Months Ended
JUNE 30 JUNE 30
2000 1999
---------- ----------
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 9,542 $ 7,986
To Finance Agriculture & Farmers 121 132
Commercial & Industrial 1,895 1,762
Individuals for Household & Personal 1,541 1,691
Obligations of State & Political Tax-Exempt 9 2
Other - 13
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 2,693 2,603
State & Political-Taxable 188 107
State & Political-Tax Exempt 886 619
Other Domestic Debt Securities 21 22
Equity Securities 100 188
Interest on Earning Deposits Due From Banks 31 -
Interest on Federal Funds Sold 34 145
--------- --------
Total Interest Income 17,061 15,270
--------- --------
Interest Expense:
Interest on Deposits:
NOW Accounts 609 574
Money Market Accounts 1,004 952
Other Savings Deposits 616 548
CD's of 100M or More 678 662
All Other Time Deposits 4,201 3,769
Interest on Fed Funds Purch'd
& Repurchase Agreements 391 247
Interest on Other Borrowed Money 365 -
--------- --------
Total Interest Expense 7,864 6,752
--------- --------
Net Interest Income 9,197 8,518
Provision for Loan Losses 406 411
--------- --------
Net Interest Income after Provision for Loan Losses 8,791 8,107
--------- --------
Noninterest Income:
Trust Department Income 853 766
Service Charges on Deposit Accts. 735 610
Other Fee Income 701 1,010
All Other Non-Interest Income 74 202
--------- --------
Total Noninterest Income 2,363 2,588
--------- --------
Gains of securities 16 42
--------- --------
Noninterest Expense:
Salaries & Employee Benefits 3,874 3,333
Expense of Premises & Fixed Assets 947 716
Computer Services 559 410
Other Non-Interest Expense 1,566 1,532
--------- --------
Total Non-Interest Expense 6,946 5,991
--------- --------
Income Before Income Taxes 4,224 4,746
Provision for Income Taxes 1,172 1,439
--------- --------
Net Income $ 3,052 $ 3,307
========= ========
Per Share Data Net Income, basic and diluted $ 0.77 $ 0.83
Cash Dividends $ 0.34 $ 0.32
The accompanying notes are an integral part of these statements
4
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS)
JUNE 30 DECEMBER 31
2000 1999
---------- -----------
Assets
Cash & Due from Banks $ 20,898 $ 24,918
Interest Earning Deposits Due From Banks 40 3,240
Federal Funds Sold - -
Securities (fair value: 2000, $131,887;
1999, $135,434) 133,617 137,203
Loans held for resale 1,120 1,017
Loans, net of allowance for loan losses, 2000, $3,751;
1999, $3,470 318,326 290,496
Bank Premises and Equipment, net 7,486 7,617
Deposit Intangibles 2,101 2,180
Other Assets 6,818 6,710
---------- -----------
Total Assets $ 490,406 $ 473,381
========== ===========
Liabilities and Stockholders' Equity
Liabilities
Deposits
Demand $ 65,853 $ 64,052
NOW Accounts 48,384 50,454
Money Market Checking 58,702 53,835
Savings 42,207 42,257
Time Deposits 195,181 186,767
---------- -----------
Total Deposits 410,327 397,365
Securities Sold Under
Agmt. to Repurchase 13,160 9,725
Other Borrowed Money 15,000 15,000
Federal Funds Purchased 2,725 3,900
Other Liabilities 1,772 1,271
----------
Total Liabilities 442,984 427,261
---------- -----------
Stockholders' Equity
Common Stock 19,905 19,986
Surplus 13,027 13,478
Undivided Profits 16,085 14,389
Accumulated Other Comprehensive Loss (1,595) (1,733)
---------- -----------
Total Stockholders' Equity 47,422 46,120
---------- -----------
Total Liabilities
and Stockholders' Equity $ 490,406 $ 473,381
========== ===========
The accompanying notes are an integral part of these statements
5
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
Six Months Ended
JUNE 30 JUNE 30
2000 1999
---------- ----------
Cash Flows from Operating Activities
Interest received $ 16,874 $ 15,310
Fees and other non-interest income 2,351 2,464
Interest paid (7,758) (6,499)
Origination of loans available for sale (11,959) (35,935)
Proceeds from sale of loans availabe for sale 11,783 37,281
Cash paid to suppliers and employees (6,016) (5,320)
Income taxes paid (1,000) (1,560)
---------- ----------
Net cash provided by operating activities $ 4,275 $ 5,741
---------- ----------
Cash Flows from Investing Activities
Proceeds from maturities and calls of securities $ 2,992 $ 25,999
Proceeds from sales of securities 1,681 12,307
Purchases of securities (751) (36,879)
Net (increase) decrease in loans (28,476) 1,048
Proceeds from sale of equipment - 226
Capital expenditures (328) (1,089)
Net (increase) decrease in other assets 4 (27)
Proceeds from sale of other real estate 49 161
---------- ----------
Net cash provided by (used in) investing activities $ (24,829) $ 1,746
----------- ----------
Cash Flows from Financing Activities
Net increase in certificates of deposit $ 8,414 $ 1,881
Net increase in demand & savings deposits 4,548 2,083
Net decrease in federal funds purchased (1,175) (9,475)
Net decrease in Federal Home Loan Bank advances - -
Net increase in securities sold
under repurchase agreements 3,435 4,275
Payment to repurchase common stock (532) -
Dividends paid (1,356) (1,280)
---------- ----------
Net cash provided by (used in) financing activities $ 13,334 $ (2,516)
---------- ----------
Net increase (decrease) in cash and cash equivalent $ (7,220) $ 4,971
Cash and cash equivalents at beginning of year 28,158 17,557
---------- ----------
Cash and cash equivalents at end of year $ 20,938 $ 22,528
========== ==========
6
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN THOUSANDS OF DOLLARS)
Six Months Ended
JUNE 30 JUNE 30
2000 1999
--------- ---------
Reconciliation of net income to net cash provided by
operating activities
Net income $ 3,052 $ 3,307
--------- ---------
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation $ 460 $ 358
Provision for loan losses 406 411
Gain on sale of assets - (133)
Provision for deferred taxes - -
Origination of loans available for sale (11,959) (35,935)
Proceeds from sale of loans availabe for sale 11,783 37,281
Gain on sale of securities (16) (42)
Increase in taxes payable - 10
(Increase) decrease in interest receivable (68) 138
Increase in interest payable 106 253
(Increase) decrease in prepaid expenses 87 (290)
Increase in accrued expenses 403 398
Premium amortization (discount accretion)
on securities, net 40 (30)
Increase (decrease) in deferred income (8) 5
Increase (decrease) in fees receivable (11) 10
--------- ---------
Total Adjustments $ 1,223 $ 2,434
--------- ---------
Net cash provided by operating activities $ 4,275 $ 5,741
========= ==========
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans 313 540
========= =========
Unrealized gain (loss) on securities available for sale 209 (1,440)
========= =========
The accompanying notes are an integral part of these statements
7
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999 AND 2000
(IN THOUSANDS OF DOLLARS)
Accumulated
Other
Common Capital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
--------- ---------- ---------- ------------- ------------- -------
Balances, December 31, 1998 20,000 13,554 11,434 476 45,464
Comprehensive income:
Net income 3,307 3,307 3,307
Other comprehensive income net of tax,
Unrealized holding (losses) arising during the period
(net of tax, ($475,290)) (922) (950)
Reclassification adjustment (net of tax, $14,235) (28)
-------------
Other comprehensive income (net of tax, $489,525) (950) (950) (950)
-------------
Total comprehensive income 2,385
=============
Cash dividends ($0.32 per share) (1,280) (1,280)
--------- ---------- ---------- ------------- -------
Balances, June 30, 1999 $ 20,000 $ 13,554 $ 13,461 $ (474) $46,541
========= ========== ========== ============= =======
Accumulated
Other
Common Capital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
--------- ---------- ---------- ------------- ------------- -------
Balances, December 31, 1999 19,986 13,478 14,389 (1,733) 46,120
Comprehensive income:
Net income 3,052 3,052 3,052
Other comprehensive income net of tax:
Unrealized holding gains arising during the period
(net of tax, $76,495) 149 -
Reclassification adjustment (net of tax, $5,507) (11)
-------------
Other comprehensive income (net of tax, $70,988) 138 138 138
-------------
Total comprehensive income 3,201
=============
Cash dividends ($0.34 per share) (1,356) (1,356)
Stock repurchase of 16,190 shares (81) (451) (532)
--------- ---------- ---------- ------------- -------
Balances, June 30, 2000 $ 19,905 $ 13,027 $ 16,085 $ (1,595) $47,422
========= ========== ========== ============ =======
The accompanying notes are an integral part of these statements
8
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying financial statements of Virginia Financial
Corporation and its Subsidiary have not been audited by independent accountants
except for the balance sheet at December 31, 1999. In the opinion of the
company's management, the financial statements reflect all adjustments necessary
to present fairly the results of operations for the six month periods ended June
30, 2000 and 1999, the company's financial position at June 30, 2000 and
December 31, 1999, and cash flows for the six month periods ended June 30, 2000
and 1999. These adjustments are of a normal recurring nature.
On November 14, 1996, the shareholders approved an Agreement and Plan
of Reorganization and related Plan of Share Exchange, relating to the adoption
of a bank holding company, Virginia Financial Corporation (herein after referred
to as "the Company"), which will serve as the holding company of the Bank. This
transaction was consumated on January 2, 1997.
Note 2. Securities as of June 30, 2000 and December 31, 1999 are summarized
below.
(IN THOUSANDS OF DOLLARS)
June 30, 2000 December 31, 1999
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
---- ------ ----------- ---- ------ -----------
Securities Available for Sale
U.S. Treasury Securities $ 7,523 $ 7,421 $ (102) $ 8,257 $ 8,128 $ (129)
U.S. Agency Securities 34,578 33,738 (840) 34,581 33,743 (838)
Obligations of State and
Political Subdivisions 28,888 27,583 (1,305) 28,874 27,395 (1,479)
Other Securities 4,266 4,095 (171) 5,189 5,009 (180)
---------- --------- ----------- --------- --------- -----------
Total Securities Available for Sale $ 75,255 $ 72,837 $ (2,418) $ 76,901 $ 74,275 $ (2,626)
========== ========= =========== ========= ========= ===========
Securities Held to Maturity
U.S. Treasury Securities $ 4,491 $ 4,429 $ (62) $ 4,489 $ 4,431 $ (58)
U.S. Agency Securities 41,287 39,904 (1,383) 41,285 39,833 (1,452)
Obligations of State and
Political Subdivisions 15,002 14,717 (285) 17,154 16,895 (259)
Other Securities - - - - - -
---------- --------- ----------- --------- --------- -----------
Total Securities Held to Maturity $ 60,780 $ 59,050 $ (1,730) $ 62,928 $ 61,159 $ (1,769)
========== ========= =========== ========= ========= ===========
9
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
Note 3. The consolidated loan portfolio, stated at face amount, is composed
of the following:
June 30, 2000 December 31, 1999
------------- -----------------
Real Estate Loans:
Construction and Land Development $ 13,334 $ 8,674
Secured by Farmland 3,769 3,915
Secured by 1-4 Family residential 132,279 122,411
Other Real Estate Loans 91,801 82,281
Loans to Farmers (Except Those Secured by Real Estate) 2,291 2,883
Commercial and Industrial Loans
(Except Those Secured by Real Estate) 35,238 33,874
Loans to Individuals for Personal Expenditures 38,940 39,974
All Other Loans 4,770 277
----------- -----------
Total Loans 322,422 294,289
Less, Unearned Income Reflected in Loans 345 323
----------- -----------
Loans, Net of Unearned Income $ 322,077 $ 293,966
=========== ===========
The Bank had loans in a Nonaccrual category of $1,064 on December 31, 1999 and
$1,147 on June 30, 2000.
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
For the Six Months Ended
June 30, 2000 June 30, 1999
------------- -------------
Balance at Beginning of Period 3,470 3,212
Charge-Offs (183) (469)
Recoveries 58 39
----------- -----------
Net Charge-Offs (125) (430)
Provision for Loan Losses 406 411
----------- -----------
Balance at End of Period $ 3,751 $ 3,193
=========== ============
10
Part 1
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Net income for the second quarter of 2000 was $1,451,000 compared to
$1,618,000 for the second quarter of 1999. This represents a decrease of
$167,000 or 10.3%. Interest income increased $1,074,000 or 14.0% and total
average earning assets increased $39,503,000 or 9.8%. The yield on average
earning assets was 7.9% and 7.7% for the second quarters of 2000 and 1999
respectively. Interest expense increased $723,000 or 21.6% and total average
interest bearing liabilities increased $38,944,000 or 12.1%. The cost of funds
was 4.3% and 4.2% for the first six months ended of 2000 and 1999. The net
interest spread was 3.6% and 3.5% for the same six months ended of 2000 and
1999.
Non-interest income decreased $222,000 or 16.3% the second quarter of 2000
compared to 1999. This decrease was due to a decrease in business volume
generated by the secondary mortgage department. Non-interest expense increased
$513,000 or 16.7% the second quarter of 2000 compared to 1999. This increase was
due to increases in salaries and employee benefits and increases in premises and
fixed asset expenses which were due to the addition of four new branches
during the second half of 1999.
Financial Condition
- -------------------
Total assets increased $14,220,000 the second quarter of 2000 compared to a
increase of $2,956,000 the second quarter of 1999.
During the second quarter of 2000, fed funds sold decreased $7,100,000; the
investment portfolio was reduced by $1,620,000; deposit growth was $4,791,000;
and all other short term borrowings increased by $8,550,000. These sources of
funds were used to fund loan growth of $16,908,000 and increase cash & due from
banks by $5,783,000.
During the second quarter of 1999, deposit growth was $531,000 and
securities sold under agreements to repurchase increased by $2,570,000. These
sources of funds were used to increase cash & due from banks by $1,004,000 and
the investment portfolio by $2,140,000.
Future Operations
- -----------------
Planters Bank & Trust Company of Virginia has completed the purchase 6
acres of land located in the Greenhills Industrial and Technological Park,
Staunton, Virginia for a cost of $127,055. The Bank has plans to build an 18,000
square foot operations center with construction to begin approximately September
15, 2000. The new operations center will house the bank's proof and transit
department, secondary mortgage department and other operational support
departments. The new building will help alleviate the present overcrowded
condition at the main office location. The total cost for this operations
facility is estimated to be $1,425,000.
Part 1
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in information reported as of December
31, 1999, in Form 10-K.
11
VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
(000 Omitted)
Six Months Ended June 30
2000 1999
Average Income/ Yield/ Average Income/ Yield/
ASSETS Balance Expense Rate Balance Expense Rate
----------- --------- ---------- ----------- --------- --------
Securities:
Taxable $ 97,325 $ 3,014 6.19% $ 97,778 $ 2,902 5.94%
Tax-exempt (1) 37,839 1,342 7.09% 28,985 963 6.64%
----------- -------- --------- ---------- -------- -------
Total Securities $ 135,164 $ 4,356 6.45% $ 126,763 $ 3,865 6.10%
Loans (net of earned income):
Taxable 306,653 13,100 8.54% 271,774 11,584 8.52%
Tax-Exempt (1) 339 13 7.67% 104 3 5.77%
----------- -------- --------- ---------- -------- -------
Total Loans 306,992 13,113 8.54% 271,878 11,587 8.52%
Interest Earning Deposits Due From Banks 1,066 31 5.82% - - -
Fed Funds Sold and Repurchase Agreements 1,131 34 6.01% 6,209 145 4.67%
----------- -------- --------- ---------- -------- -------
Total Earning Assets 444,353 17,534 7.89% 404,850 15,597 7.71%
-------- --------
Less Allowance for Loan Losses (3,622) (3,250)
Total Nonearning Assets 34,776 30,449
----------- ----------
Total Assets $ 475,507 $ 432,049
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing deposits:
NOW Accounts $ 50,030 $ 609 2.43% $ 45,749 $ 574 2.51%
Money Market Savings 55,618 1,004 3.61% 55,848 952 3.41%
Regular Savings 41,600 616 2.96% 37,164 548 2.95%
Certificates of Deposit:
Less than $100,000 162,198 4,201 5.18% 146,636 3,769 5.14%
$100,000 and More 26,998 678 5.02% 26,382 662 5.02%
----------- -------- --------- ---------- -------- -------
Total Interest Bearing Deposits 336,444 7,108 4.23% 311,779 6,505 4.17%
Fed Funds Purchased & Repurchase Agreements 14,086 391 5.55% 11,286 247 4.38%
Other Borrowed Money 11,479 365 6.36% - - -
----------- -------- --------- ---------- -------- -------
Total Interest Bearing Liabilities 362,009 7,864 4.34% 323,065 6,752 4.18%
-------- --------
Noninterest Bearing Liabilities
Demand Deposits 64,772 60,445
Other Liabilities 2,045 2,237
---------- ----------
Total Liabilities 428,826 385,747
Stockholders' Equity 46,681 46,302
---------- ----------
Total Liabilities and Stockholders' Equity $ 475,507 $ 432,049
========== ==========
Net Interest Income $ 9,670 $ 8,845
======== ========
Interest Rate Spread 3.55% 3.53%
Interest Expense as a Percent of Average
Earning Assets 3.54% 3.34%
Net Interest Margin 4.35% 4.37%
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1999 and 2000
12
VIRGINIA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of June 30, 2000 neither the corporation nor the bank was a party to any
legal proceedings.
Item 2. Not Applicable
Item 3. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Virginia Financial Corporation's annual meeting of shareholders was held on
Monday, April 24, 2000 at the Corporation's main banking facility in Staunton,
Virginia. Information relating to the solicitation of proxies required by this
item is incorporated by reference from the Corporation's proxy statement dated
March 24, 2000 for the Corporation's Annual Meeting of Shareholders held April
24, 2000, filed with the Commission on March 24, 2000.
One item was submitted to the shareholders to be voted upon: (1) To elect
directors of the company.
The votes cast for, or withheld for the one item were as follows:
(1) Election of Directors of the company
Name For Withheld
---- --- --------
Lee S. Baker 3,006,624 35,152
Benham M. Black 3,039,488 2,288
Harry V. Boney 3,041,776 0
William P. Heath 3,041,776 0
Jan S. Hoover 3,038,920 2,856
Martin F. Lightsey 3,039,776 2,000
James S. Quarforth 3,016,864 24,912
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the Quarter ended June 30,
2000.
(b) Exhibits
The following exhibits are filed with this Form 10-Q or incorporated by
reference to previous filings.
Number Description
------- -----------
Exhibit 3. (i) Articles of Incorporation incorporated by
reference to Exhibit 3.1 of the Company's
Form 8-B successor registration statement
filed March 24, 1997.
(ii) Bylaws incorporated by reference to Exhibit
3.2 of the Company's Form 8-B successor
registration statement filed March 24,
1997.
Exhibit 11. EPS Computation attached.
Exhibit 27. Financial Data Schedule Attached.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Virginia Financial Corporation
(Registrant)
Date August 15, 2000 /s/ Fred D. Bowers
----------------- ----------------------------------------
Fred D. Bowers, Secretary/Treasurer
(Principal Accounting Officer and Duly
Authorized Officer)
14
Exhibit 11
Computation of Weighted Average Shares Outstanding and Earnings Per Share
Shares Outstanding End of Month - 2nd Quarter
2000
----------
April 3,981,008
May 3,981,008
June 3,981,008
----------
11,943,024
Divided by: 3 months
----------
3,981,008
==========
Net Income 1,450,501
==========
Net Income Per Share - Basic & Diluted $ 0.36
Shares Outstanding End of Month - YTD
January 3,997,198
February 3,993,708
March 3,983,155
April 3,981,008
May 3,981,008
June 3,981,008
----------
23,917,085
Divided by: 6 months
----------
3,986,181
==========
Net Income 3,052,195
==========
Net Income Per Share - Basic & Diluted 0.77
15