10-Q 1 0001.txt FORM 10-Q ================================================================================ 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 September 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 November 13, 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 13 Exhibit 11 14 Exhibit 27 15
Part 1 Item 1. VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
Three Months Ended SEPT 30 SEPT 30 2000 1999 ------------ ----------- Interest Income: Interest and Fee Income on Loans: Secured by Real Estate $ 5,252 $ 4,084 To Finance Agriculture & Farmers 60 61 Commercial & Industrial 957 850 Individuals for Household & Personal 771 795 Obligations of State & Political Tax-Exempt 60 0 Other 10 Interest and Dividend Income on Securities: U.S. Treas & U.S. Gov't Agencies 1,329 1,389 State & Political-Taxable 100 81 State & Political-Tax Exempt 425 386 Other Domestic Debt Securities 11 17 Equity Securities 57 70 Interest on Earning Deposits Due From Banks 3 103 Interest on Federal Funds Sold 35 49 ----------- ----------- Total Interest Income 9,060 7,895 ----------- ----------- Interest Expense: Interest on Deposits: NOW Accounts 310 296 Money Market Accounts 572 516 Other Savings Deposits 311 293 CD's of 100M or More 457 332 All Other Time Deposits 2,356 1,901 Interest on Fed Funds Purch'd & Repurchase Agreements 228 159 Interest on Other Borrowed Money 174 - ----------- ----------- Total Interest Expense 4,408 3,497 ----------- ----------- Net Interest Income 4,652 4,398 Provision for Loan Losses 155 287 ----------- ----------- Net Interest Income after Provision for Loan Losses 4,497 4,111 ----------- ----------- Noninterest Income: Trust Department Income 324 324 Service Charges on Deposit Accts. 382 306 Other Fee Income 383 411 All Other Non-Interest Income 41 22 ----------- ----------- Total Noninterest Income 1,130 1,063 ----------- ----------- Gains of securities 3 24 ----------- ----------- Noninterest Expense: Salaries & Employee Benefits 1,828 2,004 Expense of Premises & Fixed Assets 469 392 Computer Services 273 237 Other Non-Interest Expense 864 775 ----------- ----------- Total Non-Interest Expense 3,434 3,408 ----------- ----------- Income Before Income Taxes 2,196 1,790 Provision for Income Taxes 604 481 ----------- ----------- Net Income $ 1,592 $ 1,309 =========== =========== Per Share Data, Net Income, basic and diluted $ 0.40 $ 0.33 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)
Nine Months Ended SEPT 30 SEPT 30 2000 1999 ----------- ---------- Interest Income: Interest and Fee Income on Loans: Secured by Real Estate $ 14,794 $ 12,070 To Finance Agriculture & Farmers 181 193 Commercial & Industrial 2,852 2,612 Individuals for Household & Personal 2,312 2,486 Obligations of State & Political Tax-Exempt 69 2 Other - 23 Interest and Dividend Income on Securities: U.S. Treas & U.S. Gov't Agencies 4,022 3,992 State & Political-Taxable 288 188 State & Political-Tax Exempt 1,311 1,005 Other Domestic Debt Securities 32 39 Equity Securities 157 258 Interest on Earning Deposits Due From Banks 34 103 Interest on Federal Funds Sold 69 194 ----------- ----------- Total Interest Income 26,121 23,165 ----------- ----------- Interest Expense: Interest on Deposits: NOW Accounts 919 870 Money Market Accounts 1,576 1,468 Other Savings Deposits 927 841 CD's of 100M or More 1,135 994 All Other Time Deposits 6,557 5,670 Interest on Fed Funds Purch'd & Repurchase Agreements 619 406 Interest on Other Borrowed Money 539 - ----------- ----------- Total Interest Expense 12,272 10,249 ----------- ----------- Net Interest Income 13,849 12,916 Provision for Loan Losses 561 698 ----------- ----------- Net Interest Income after Provision for Loan Losses 13,288 12,218 ----------- ----------- Noninterest Income: Trust Department Income 1,177 1,090 Service Charges on Deposit Accts. 1,117 917 Other Fee Income 1,084 1,355 All Other Non-Interest Income 115 289 ----------- ----------- Total Noninterest Income 3,493 3,651 ----------- ----------- Gains of securities 19 66 ----------- ----------- Noninterest Expense: Salaries & Employee Benefits 5,702 5,337 Expense of Premises & Fixed Assets 1,416 1,108 Computer Services 832 647 Other Non-Interest Expense 2,430 2,307 ----------- ----------- Total Non-Interest Expense 10,380 9,399 ----------- ----------- Income Before Income Taxes 6,420 6,536 Provision for Income Taxes 1,776 1,920 ----------- ----------- Net Income $ 4,644 $ 4,616 =========== =========== Per Share Data, Net Income, basic and diluted $ 1.17 $ 1.15 Cash Dividends $ 0.51 $ 0.48
The accompanying notes are an integral part of these statements 4 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS)
SEPT 30 DECEMBER 31 2000 1999 ---------- ----------- Assets Cash & Due from Banks $ 14,922 $ 24,918 Interest Earning Deposits Due From Banks 94 3,240 Federal Funds Sold - - Securities (fair value: 2000, $131,382; 1999, $135,434) 132,624 137,203 Loans held for resale 1,265 1,017 Loans, net of allowance for loan losses, 2000, $3,841; 1999, $3,470 325,436 290,496 Bank Premises and Equipment, net 7,498 7,617 Deposit Intangibles 2,062 2,180 Other Assets 6,703 6,710 ----------- ----------- Total Assets $ 490,604 $ 473,381 =========== =========== Liabilities and Stockholders' Equity Liabilities Deposits Demand $ 68,800 $ 64,052 NOW Accounts 52,246 50,454 Money Market Checking 57,288 53,835 Savings 41,400 42,257 Time Deposits 199,328 186,767 ----------- ----------- Total Deposits 419,062 397,365 Securities Sold Under Agmt. to Repurchase 14,160 9,725 Other Borrowed Money 5,000 15,000 Federal Funds Purchased 1,500 3,900 Other Liabilities 1,887 1,271 ----------- ----------- Total Liabilities $ 441,609 $ 427,261 ----------- ----------- Stockholders' Equity Common Stock $ 19,905 $ 19,986 Surplus 13,027 13,478 Undivided Profits 17,000 14,389 Accumulated Other Comprehensive Loss (937) (1,733) ----------- ----------- Total Stockholders' Equity $ 48,995 $ 46,120 ----------- ----------- Total Liabilities and Stockholders' Equity $ 490,604 $ 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)
Nine Months Ended SEPT 30 SEPT 30 2000 1999 ----------- ----------- Cash Flows from Operating Activities Interest received $ 25,568 $ 22,422 Fees and other non-interest income 3,494 3,545 Interest paid (12,078) (10,059) Origination of loans available for sale (21,607) (49,890) Proceeds from sale of loans availabe for sale 21,359 53,859 Cash paid to suppliers and employees (8,878) (8,311) Income taxes paid (1,622) (2,084) ----------- ----------- Net cash provided by operating activities $ 6,236 $ 9,482 ----------- ----------- Cash Flows from Investing Activities Proceeds from maturities and calls of securities $ 6,914 $ 35,444 Proceeds from sales of securities 2,639 18,513 Purchases of securities (3,582) (72,576) Net increase in loans (35,863) (5,093) Proceeds from sale of equipment - 226 Capital expenditures (572) (2,411) Net increase in other assets (233) (2,102) Proceeds from sale of other real estate 152 422 ----------- ----------- Net cash used in investing activities $ (30,545) $ (27,577) ----------- ----------- Cash Flows from Financing Activities Net increase in certificates of deposit $ 12,561 $ 16,810 Net increase in demand & savings deposits 9,136 17,505 Net decrease in federal funds purchased (2,400) (2,850) Net decrease in Federal Home Loan Bank advances (10,000) - Net increase in securities sold under repurchase agreements 4,435 2,495 Payment to repurchase common stock (532) (90) Dividends paid (2,033) (1,920) ----------- ----------- Net cash provided by financing activities $ 11,167 $ 31,950 ----------- ----------- Net increase (decrease) in cash and cash equivalent $ (13,142) $ 13,855 Cash and cash equivalents at beginning of year 28,158 17,557 ----------- ----------- Cash and cash equivalents at end of year $ 15,016 $ 31,412 =========== ===========
6 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (IN THOUSANDS OF DOLLARS)
Nine Months Ended SEPT 30 SEPT 30 2000 1999 ----------- ---------- Reconciliation of net income to net cash provided by operating activities Net income $ 4,644 $ 4,616 ----------- ---------- Adjustments to reconcile net income to net cash provided by operating activities Depreciation $ 691 $ 554 Provision for loan losses 561 698 Gain on sale of assets 176 (128) Provision for deferred taxes - - Origination of loans available for sale (21,607) (49,890) Proceeds from sale of loans availabe for sale 21,359 53,859 Gain on sale of securities (19) (66) Increase in taxes payable - - Increase in interest receivable (377) (604) Increase in interest payable 194 190 (Increase) decrease in prepaid expenses 128 (288) Increase in accrued expenses 433 521 Premium amortization (discount accretion) on securities, net 62 (8) Increase (decrease) in deferred income (11) 6 Decrease in fees receivable 2 22 ----------- ---------- Total Adjustments $ 1,592 $ 4,866 ----------- ---------- Net cash provided by operating activities $ 6,236 $ 9,482 =========== ========== Supplemental schedule of non-cash investing activities: Other real estate acquired in settlement of loans 363 540 =========== ========== Unrealized gain (loss) on securities available for sale 1,207 (2,420) =========== ==========
The accompanying notes are an integral part of these statements 7 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY NINE MONTHS ENDED SEPT 30, 1999 AND 2000 (IN THOUSANDS OF DOLLARS)
Accumulated Other Common Capital Retained Comprehensive Comprehensive Stock Surplus Earnings Income (Loss) Income Total --------- ---------- ---------- ------------- ------------ ------- Balance, December 31, 1998 20,000 13,554 11,434 476 45,464 Comprehensive income: Net income 4,616 4,616 4,616 Other comprehensive income net of tax, Unrealized holding (losses) arising during the period (net of tax, ($800,428)) (1,554) Reclassification adjustment (net of tax, $22,391) (43) ---------- Other comprehensive income (net of tax, $822,819) (1,597) (1,597) (1,597) ---------- Total comprehensive income 3,019 ========== Cash dividends ($0.48 per share) (1,920) (1,920) Stock repurchase of 2,800 shares (14) (76) (90) --------- ---------- --------- ---------- --------- Balance, September 30, 1999 $ 19,986 $ 13,478 $ 14,130 $ (1,121) $ 46,473 ========= ========== ========= ========== =========
Accumulated Other Common Capital Retained Comprehensive Comprehensive Stock Surplus Earnings Income (Loss) Income Total --------- ---------- ---------- ------------- ------------ ------- Balance, December 31, 1999 19,986 13,478 14,389 (1,733) 46,120 Comprehensive income: Net income 4,644 4,644 4,644 Other comprehensive income net of tax: Unrealized holding gains arising during the period (net of tax, $416,860) 809 Reclassification adjustment (net of tax, $6,595) (13) ---------- Other comprehensive income (net of tax, $410,265) 796 796 796 ---------- Total comprehensive income 5,440 ========== Cash dividends ($0.51 per share) (2,033) (2,033) Stock repurchase of 16,190 shares (81) (451) (532) --------- --------- ---------- ---------- --------- Balance, September 30, 2000 $ 19,905 $ 13,027 $ 17,000 $ (937) $ 48,995 ========= ========== ========== ========== =========
The accompanying notes are an integral part of these statements 8 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 three and nine month periods ended September 30, 2000 and 1999, the company's financial position at September 30, 2000 and December 31, 1999, and cash flows for the three and nine month periods ended September 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 September 30, 2000 and December 31, 1999 are summarized below.
(IN THOUSANDS OF DOLLARS) Sept 30, 2000 December 31, 1999 Unrealized Unrealized Book Market Gain (Loss) Book Market Gain (Loss) ---- ------ ----------- ---- ------ ----------- Securities Available for Sale U.S. Treasury Securities $ 6,740 $ 6,742 $ 2 $ 8,257 $ 8,128 $ (129) U.S. Agency Securities 34,576 33,965 (611) 34,581 33,743 (838) Obligations of State and Political Subdivisions 30,514 29,882 (632) 28,874 27,395 (1,479) Other Securities 4,502 4,325 (177) 5,189 5,009 (180) ----------- ---------- ------------ ---------- ---------- ------------ Total Securities Available for Sale $ 76,332 $ 74,914 $ (1,418) $ 76,901 $ 74,275 $ (2,626) =========== ========== ============ ========== ========== ============ Securities Held to Maturity U.S. Treasury Securities $ 4,492 $ 4,464 $ (28) $ 4,489 $ 4,431 $ (58) U.S. Agency Securities 40,288 39,204 (1,084) 41,285 39,833 (1,452) Obligations of State and Political Subdivisions 12,930 12,800 (130) 17,154 16,895 (259) Other Securities - - - - - - ----------- ---------- ------------ ---------- ---------- ------------ Total Securities Held to Maturity $ 57,710 $ 56,468 $ (1,242) $ 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:
Sept 30, 2000 December 31, 1999 ------------- ----------------- Real Estate Loans: Construction and Land Development $ 15,627 $ 8,674 Secured by Farmland 3,832 3,915 Secured by 1-4 Family residential 135,240 122,411 Other Real Estate Loans 93,102 82,281 Loans to Farmers (Except Those Secured by Real Estate) 2,392 2,883 Commercial and Industrial Loans (Except Those Secured by Real Estate) 36,946 33,874 Loans to Individuals for Personal Expenditures 37,238 39,974 All Other Loans 5,242 277 ------------ ------------ Total Loans 329,619 294,289 Less, Unearned Income Reflected in Loans 342 323 ------------ ------------ Loans, Net of Unearned Income $ 329,277 $ 293,966 ============ ============
The Bank had loans in a Nonaccrual category of $1,064 on December 31, 1999 and $1,399 on September 30, 2000. Note 4. Allowance for Loan Losses Analysis of the Allowance for Loan Losses For the Nine Months Ended Sept 30, 2000 Sept 30, 1999 ------------- ------------- Balance at Beginning of Period 3,470 3,212 Charge-Offs (264) (692) Recoveries 74 62 ------------ ------------ Net Charge-Offs (190) (630) Provision for Loan Losses 561 698 ------------ ------------ Balance at End of Period $ 3,841 $ 3,280 ============ ============ 10 Part 1 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations --------------------- Net income for the third quarter of 2000 was $1,592,000 compared to $1,309,000 for the third quarter of 1999. This represents a increase of $283,000 or 21.6%. Interest income increased $1,165,000 or 14.8% and total average earning assets increased $37,421,000 or 9.1%. The yield on average earning assets was 8.0% and 7.7% through the third quarters of 2000 and 1999 respectively. Interest expense increased $911,000 or 26.1% and total average interest bearing liabilities increased $37,538,000 or 11.4%. The cost of funds was 4.5% and 4.2% for the first nine months ended of 2000 and 1999. The net interest spread was 3.5% each for the same nine months ended of 2000 and 1999. Non-interest income increased $67,000 or 6.3% the third quarter of 2000 compared to 1999. This increase was due to an increase in the fees for service charges. Non-interest expense increased $26,000 or .8% the third quarter of 2000 compared to 1999. This increase was due to increases in premises and fixed asset expenses, computer services, and other non-interest expenses of $202,000 which were due to the addition of four new branches during the second half of 1999. Along with the increase of those expenses, salary expenses decreased $176,000 due to declined activity in the secondary mortgage area and an increase in employee turnover. Financial Condition ------------------- Total assets increased $198,000 the third quarter of 2000 compared to a increase of $35,179,000 the third quarter of 1999. During the third quarter of 2000, cash & due from banks decreased $5,976,000 and the investment portfolio was reduced by $993,000. These sources of funds were used to fund loan growth of $7,200,000. During the third quarter of 1999, deposit growth was $30,350,000; federal funds purchased increased by $6,625,000 and cash & due from banks decreased by $1,084,000. These sources of funds were used to increase interest earning deposits due from banks by $16,143,000 and the investment portfolio by $19,132,000. Future Operations ----------------- Planters Bank & Trust Company of Virginia has completed the purchase of 6 acres of land located in the Greenhills Industrial and Technological Park, Staunton, Virginia at a cost of $127,055. The Bank is in the process of constructing an 18,000 square foot operations center on this property. 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 $1,370,000. 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) Nine Months Ended Sept 30 2000 1999 Average Income/ Yield/ Average Income/ Yield/ ASSETS Balance Expense Rate Balance Expense Rate ----------- --------- ---------- ----------- --------- -------- Securities: Taxable $ 97,136 $ 4,518 6.20% $ 100,651 $ 4,487 5.94% Tax-exempt (1) 37,140 1,987 7.13% 30,161 1,523 6.73% ----------- --------- ---------- ----------- --------- -------- Total Securities $ 134,276 $ 6,505 6.46% $ 130,812 $ 6,010 9.19% Loans (net of earned income): Taxable 310,975 20,138 8.63% 272,951 17,385 8.49% Tax-Exempt (1) 1,697 104 8.17% 78 3 5.13% ----------- --------- ---------- ----------- --------- -------- Total Loans 312,672 20,242 8.63% 273,029 17,388 8.49% Interest Earning Deposits Due From Banks 762 34 5.95% 2,482 103 5.53% Fed Funds Sold and Repurchase Agreements 1,462 69 6.29% 5,428 194 4.77% ----------- --------- ---------- ----------- --------- -------- Total Earning Assets 449,172 26,850 7.97% 411,751 23,695 7.67% --------- --------- -------- Less Allowance for Loan Losses (3,681) (3,261) Total Nonearning Assets 34,708 31,030 ----------- ----------- Total Assets $ 480,199 $ 439,520 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing deposits: NOW Accounts $ 50,138 $ 919 2.44% $ 46,294 $ 870 2.51% Money Market Savings 56,567 1,576 3.71% 57,041 1,468 3.43% Regular Savings 41,564 927 2.97% 38,005 841 2.95% Certificates of Deposit: Less than $100,000 164,119 6,557 5.33% 149,255 5,671 5.07% $100,000 and More 28,429 1,135 5.32% 26,194 994 5.06% ----------- --------- ---------- ----------- --------- -------- Total Interest Bearing Deposits 340,817 11,114 4.35% 316,789 9,844 4.14% Fed Funds Purchased & Repurchase Agreements 14,403 619 5.73% 11,866 406 4.56% Other Borrowed Money 10,973 539 6.55% - - 0.00% ----------- --------- ---------- ----------- --------- -------- Total Interest Bearing Liabilities 366,193 12,272 4.47% 328,655 10,250 4.16% --------- --------- Noninterest Bearing Liabilities Demand Deposits 64,767 61,713 Other Liabilities 2,157 2,430 ----------- ----------- Total Liabilities 433,117 392,798 Stockholders' Equity 47,082 46,722 ----------- ----------- Total Liabilities and Stockholders' Equity $ 480,199 $ 439,520 =========== =========== Net Interest Income $14,578 $ 13,445 ========= ========= Interest Rate Spread 3.50% 3.51% Interest Expense as a Percent of Average Earning Assets 3.64% 3.32% Net Interest Margin 4.33% 4.35%
(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 September 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 There were no matters submitted to a vote of security holders during the Quarter ended September 30, 2000. 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 September 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 ofthe 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. 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 November 13, 2000 /s/ Fred D. Bowers ------------------ ------------------------------------------- Fred D. Bowers, Secretary/Treasurer (Principal Accounting Officer and Duly Authorized Officer) 13 Exhibit 11 Computation of Weighted Average Shares Outstanding and Earnings Per Share Shares Outstanding End of Month - 3rd Quarter 2000 ----------- July 3,981,008 August 3,981,008 September 3,981,008 ----------- 11,943,024 Divided by: 3 months ----------- 3,981,008 =========== Net Income 1,591,476 =========== Net Income Per Share - Basic & Diluted $ 0.40 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 July 3,981,008 August 3,981,008 September 3,981,008 ----------- 35,860,109 Divided by: 9 months ----------- 3,984,457 =========== Net Income 4,643,671 =========== Net Income Per Share - Basic & Diluted 1.17 14