-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H7mfHGoloYoiwOdu7X11vLbWt2Qjhh8VmhT1VVmFMLWuA7I8VqWajpO2iB1Ykp3Z K4qE7aY+g/Z3xpSMqY+M7w== 0001127264-01-500028.txt : 20010516 0001127264-01-500028.hdr.sgml : 20010516 ACCESSION NUMBER: 0001127264-01-500028 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA FINANCIAL CORP CENTRAL INDEX KEY: 0001036070 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541829288 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22283 FILM NUMBER: 1637356 BUSINESS ADDRESS: STREET 1: 24 SOUTH AUGUSTA ST CITY: STAUNTON STATE: VA ZIP: 24401 BUSINESS PHONE: 5408851232 MAIL ADDRESS: STREET 1: 24 SOUTH AUGUSTA ST CITY: STAUNTON STATE: VA ZIP: 24401 10-Q 1 vfcq.txt FIRST QUARTER REPORT ================================================================================ 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 March 31, 2001 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 May 10, 2001: 3,979,483 ================================================================================ VIRGINIA FINANCIAL CORPORATION INDEX Page No. -------- Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Income 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Changes in Stockholders' Equity 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10 Item 3. Quantitative and Qualitative Disclosure about Market Risk 10 Part II. Other Information Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 Signature 12
Part 1 Item 1. VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS) Three Months Ended MARCH 31 MARCH 30 2001 2000 ------------------ --------------------- Interest Income: Interest and Fee Income on Loans: Secured by Real Estate $ 5,431 $ 4,594 To Finance Agriculture & Farmers 55 63 Commercial & Industrial 1,038 922 Individuals for Household & Personal 696 771 Obligations of State & Political Tax-Exempt 59 1 Other - - Interest and Dividend Income on Securities: U.S. Treas & U.S. Gov't Agencies 1,124 1,346 State & Political-Taxable 119 94 State & Political-Tax Exempt 398 448 Other Domestic Debt Securities 11 11 Equity Securities 72 29 Interest on Earning Deposits Due From Banks 1 29 Interest on Federal Funds Sold 37 7 Other Interest Income 25 25 ----------- ----------- Total Interest Income 9,066 8,340 ----------- ----------- Interest Expense: Interest on Deposits: NOW Accounts 293 300 Money Market Accounts 431 485 Other Savings Deposits 296 306 CD's of 100M or More 521 322 All Other Time Deposits 2,511 2,039 Interest on Fed Funds Purch'd & Repurchase Agreements 200 177 Interest on Other Borrowed Money 32 159 ----------- ----------- Total Interest Expense 4,284 3,788 ----------- ----------- Net Interest Income 4,782 4,552 Provision for Loan Losses 151 209 ----------- ----------- Net Interest Income after Provision for Loan Losses 4,631 4,343 ----------- ----------- Noninterest Income: Trust Department Income 313 448 Service Charges on Deposit Accts. 417 371 Other Fee Income 451 366 All Other Non-Interest Income 31 38 ----------- ----------- Total Noninterest Income 1,212 1,223 ----------- ----------- Gains of securities 4 16 ----------- ----------- Noninterest Expense: Salaries & Employee Benefits 2,015 1,787 Expense of Premises & Fixed Assets 520 470 Computer Services 285 280 Other Non-Interest Expense 802 818 ----------- ----------- Total Non-Interest Expense 3,622 3,355 ----------- ----------- Income Before Income Taxes 2,225 2,227 Provision for Income Taxes 627 625 ----------- ----------- Net Income $ 1,598 $ 1,602 =========== =========== Per Share Data, Net Income, basic and diluted $ 0.40 $ 0.40 Cash Dividends $ 0.17 $ 0.17
The accompanying notes are an integral part of these statements 3 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF DOLLARS) MARCH 31 DECEMBER 31 2001 2000 ----------- ----------- Assets Cash & Due from Banks $ 16,967 $ 18,146 Interest Earning Deposits Due From Banks 47 53 Federal Funds Sold 13,775 - Securities (fair value: 2001, $110,294; 2000, $132,107) 110,042 132,345 Loans held for resale 3,608 2,383 Loans, net of allowance for loan losses, 2001, $3,937; 2000, $3,894 334,148 329,625 Bank Premises and Equipment, net 8,314 7,739 Deposit Intangibles 1,983 2,023 Other Assets 6,971 7,488 ----------- ----------- Total Assets $ 495,855 $ 499,802 =========== =========== Liabilities and Stockholders' Equity Liabilities Deposits Demand $ 69,893 $ 71,114 NOW Accounts 52,209 53,900 Money Market Checking 55,832 55,043 Savings 41,476 40,416 Time Deposits 207,332 204,768 ----------- ----------- Total Deposits 426,742 425,241 Securities Sold Under Agmt. to Repurchase 14,135 12,495 Other Borrowed Money - 3,000 Federal Funds Purchased - 6,000 Other Liabilities 2,361 2,140 ----------- ----------- ----------- Total Liabilities $ 443,238 $ 448,876 ----------- ----------- Stockholders' Equity Common Stock $ 19,898 $ 19,905 Surplus 12,994 13,027 Undivided Profits 18,803 17,882 Accumulated Other Comprehensive Income 922 112 ----------- ----------- Total Stockholders' Equity $ 52,617 $ 50,926 ----------- ----------- Total Liabilities and Stockholders' Equity $ 495,855 $ 499,802 =========== ===========
The accompanying notes are an integral part of these statements 4 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS OF DOLLARS) Three Months Ended MARCH 31 MARCH 31 2001 2000 ----------- ----------- Cash Flows from Operating Activities Interest received $ 9,369 $ 8,141 Fees and other non-interest income 1,216 1,239 Interest paid (4,301) (3,754) Origination of loans available for sale (11,304) (4,969) Proceeds from sale of loans availabe for sale 10,585 5,047 Cash paid to suppliers and employees (3,507) (2,849) Income taxes paid (9) - ----------- ----------- Net cash provided by operating activities $ 2,049 $ 2,855 ----------- ----------- Cash Flows from Investing Activities Proceeds from maturities and calls of securities $ 25,572 $ 772 Proceeds from sales of securities 979 1,616 Purchases of securities (3,019) (281) Net increase in loans (5,280) (11,502) Proceeds from sale of equipment - - Capital expenditures (850) (58) Net increase in other assets (302) (8) Proceeds from sale of other real estate 17 49 ----------- ----------- Net cash provided by (used in) investing activities $ 17,117 $ (9,412) ----------- ----------- Cash Flows from Financing Activities Net increase in certificates of deposit $ 2,564 $ 2,600 Net increase (decrease) in demand & savings deposits (1,063) 5,571 Net decrease in federal funds purchased (6,000) (3,900) Net decrease in Federal Home Loan Bank advances (3,000) (4,000) Net increase in securities sold under repurchase agreements 1,640 1,610 Payment to repurchase common stock (40) (517) Dividends paid (677) (680) ----------- ----------- Net cash provided by (used in) financing activities $ (6,576) $ 684 ----------- ----------- Net increase (decrease) in cash and cash equivalents $ 12,590 $ (5,873) Cash and cash equivalents at beginning of year 18,199 28,159 ----------- ----------- Cash and cash equivalents at end of year $ 30,789 $ 22,286 =========== ===========
5 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (IN THOUSANDS OF DOLLARS) Three Months Ended MARCH 31 MARCH 31 2001 2000 ----------- ---------- Reconciliation of net income to net cash provided by operating activities Net income $ 1,598 $ 1,602 ----------- ---------- Adjustments to reconcile net income to net cash provided by operating activities Depreciation $ 232 $ 229 Provision for loan losses 151 209 Gain on sale of assets 41 - Provision for deferred taxes - - Origination of loans available for sale (11,304) (4,969) Proceeds from sale of loans availabe for sale 10,585 5,047 Gain on sale of securities (4) (16) Increase in taxes payable 454 212 Decrease (Increase) in interest receivable 301 (137) Increase (Decrease) in interest payable (17) 34 Decrease in prepaid expenses 144 382 Increase (Decrease) in accrued expenses (216) 232 Premium amortization (discount accretion) on securities, net 80 16 Increase (decrease) in deferred income - (2) Decrease in fees receivable 4 16 ----------- ---------- Total Adjustments $ 451 $ 1,253 ----------- ---------- Net cash provided by operating activities $ 2,049 $ 2,855 =========== ========== Supplemental schedule of non-cash investing activities: Other real estate acquired in settlement of loans 101 0 =========== ========== Unrealized gain on securities available for sale 1,229 66 =========== ==========
The accompanying notes are an integral part of these statements 6 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY THREEE MONTHS ENDED MARCH 31, 2000 AND 2001 (IN THOUSANDS OF DOLLARS) 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 1,602 1,602 1,602 Other comprehensive income net of tax, Unrealized holding gains arising during the period (net of tax, $27,910) 55 Reclassification adjustment (net of tax, $5,498) (11) --------- Other comprehensive income (net of tax, $22,412) 44 44 44 --------- Total comprehensive income 1,646 ========= Cash dividends ($0.17 per share) (680) (680) Stock repurchase of 15,726 shares (79) (438) (517) ---------- ---------- ---------- ---------- --------- Balance, March 31, 2000 $ 19,907 $ 13,040 $ 15,311 $ (1,689) $ 46,569 ========== ========== ========== ========== =========
Accumulated Other Common Capital Retained Comprehensive Comprehensive Stock Surplus Earnings Income (Loss) Income Total ---------- ---------- ---------- ------------- ------------- ----- Balance, December 31, 2000 19,905 13,027 17,882 112 50,926 Comprehensive income: Net income 1,598 1,598 1,598 Other comprehensive income net of tax: Unrealized holding gains arising during the period (net of tax, $418,656) 812 Reclassification adjustment (net of tax, $1,204) (2) ---------- Other comprehensive income (net of tax, $417,452) 810 810 810 ---------- Total comprehensive income 2,408 ========== Cash dividends ($0.17 per share) (677) (677) Stock repurchase of 1,525 shares (7) (33) (40) ---------- ---------- ---------- ---------- --------- Balance, March 31, 2001 $ 19,898 $ 12,994 $ 18,803 $ 922 $ 52,617 ========== ========== ========== ========== =========
The accompanying notes are an integral part of these statements 7 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, 2000. 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 month periods ended March 31, 2001 and 2000, the company's financial position at March 31, 2001 and December 31, 2000, and cash flows for the three month periods ended March 31, 2001 and 2000. 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 structure, with Virginia Financial Corporation (herein after referred to as "the Company"), serving as the holding company for the Bank. This transaction was consumated on January 2, 1997. Note 2. Securities as of March 31, 2001 and December 31, 2000 are summarized below.
(IN THOUSANDS OF DOLLARS) March 31, 2001 December 31, 2000 Unrealized Unrealized Book Market Gain (Loss) Book Market Gain (Loss) ---- ------ ----------- ---- ------ ----------- Securities Available for Sale U.S. Treasury Securities $ 5,950 $ 6,309 $ 359 $ 5,947 $ 6,159 $ 212 U.S. Agency Securities 48,552 49,016 464 34,069 34,059 (10) Obligations of State and Political Subdivisions 35,875 36,755 880 30,520 30,730 210 Other Securities 7,870 7,564 (306) 5,826 5,585 (241) ----------- ---------- ------------ ---------- ---------- ------------ Total Securities Available for Sale $ 98,247 $ 99,644 $ 1,397 $ 76,362 $ 76,533 $ 171 =========== ========== ============ ========== ========== ============ Securities Held to Maturity U.S. Treasury Securities $ 4,494 $ 4,569 $ 75 $ 4,493 $ 4,515 $ 22 U.S. Agency Securities 0 0 0 39,791 39,503 (288) Obligations of State and Political Subdivisions 5,904 6,080 176 11,528 11,556 28 Other Securities - - - - - - ----------- ---------- ------------ ---------- ---------- ------------ Total Securities Held to Maturity $ 10,398 $ 10,649 $ 251 $ 55,812 $ 55,574 $ (238) =========== ========== ============ ========== ========== ============
8 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:
March 31, 2001 December 31, 2000 -------------- ----------------- Real Estate Loans: Construction and Land Development $ 29,477 $ 22,633 Secured by Farmland 3,523 3,738 Secured by 1-4 Family residential 132,975 129,510 Other Real Estate Loans 93,857 94,893 Loans to Farmers (Except Those Secured by Real Estate) 2,207 2,534 Commercial and Industrial Loans (Except Those Secured by Real Estate) 47,526 45,836 Loans to Individuals for Personal Expenditures 27,944 29,916 All Other Loans 4,491 4,783 ------------ ------------ Total Loans 342,000 333,843 Less, Unearned Income Reflected in Loans 308 324 ------------ ------------ Loans, Net of Unearned Income $ 341,692 $ 333,519 ============ ============ The Bank had loans in a Nonaccrual category of $965 on December 31, 2000 and $948 on March 31, 2001. Note 4. Allowance for Loan Losses Analysis of the Allowance for Loan Losses For the Three Months Ended March 31, 2001 March 31, 2000 -------------- -------------- Balance at Beginning of Period 3,894 3,470 Charge-Offs (141) (95) Recoveries 33 17 ------------ ------------ Net Charge-Offs (108) (78) Provision for Loan Losses 151 209 ------------ ------------ Balance at End of Period $ 3,937 $ 3,601 ============ ============
9 Part 1 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- Net income for the first quarter of 2001 was $1,598,000 compared to $1,602,000 for the first quarter of 2000. This represents a decrease of $4,000 or .2%. Interest income on a tax equivalent basis increased $782,000 or 9.1% and total average earning assets increased $21,065,000 or 4.8%. The yield on average earning assets was 8.1% and 7.8% for the first quarters of 2001 and 2000 respectively. Interest expense increased $496,000 or 13.1% and total average interest bearing liabilities increased $15,199,000 or 4.2%. The cost of funds was 4.6% and 4.2% for the first quarters of 2001 and 2000. The net interest spread was 3.5% and 3.6% for the first quarters of 2001 and 2000 respectively. Non-interest income decreased $11,000 or .9% the first quarter of 2001 compared to 2000. This decrease was due to the declining market affecting the trust and investment departments' income. Non-interest expense increased $267,000 or 8.0% the first quarter of 2001 compared to 2000. This increase was due to increases in salaries and employee benefits and increases in premises and fixed asset expense due to the equipment costs associated with the conversion to a new computer system. Financial Condition - ------------------- Total assets decreased $3,947,000 the first quarter of 2001 compared to an increase of $2,805,000 the first quarter of 2000. During the first quarter of 2001, the investment portfolio was reduced by $22,303,000; deposits increased by $1,501,000 and cash & due from banks decreased $1,179,000. These sources of funds were used to fund loan growth of $5,748,000; increase federal funds sold by $13,775,000 and reduce short-term borrowings by $7,360,000. During the first quarter of 2000, cash & due from banks decreased $9,803,000; interest earning deposits due from banks decreased $3,170,000; the investment portfolio was reduced by $1,966,000; deposit growth was $8,171,000; and securities sold under agreements to repurchase increased by $1,610,000. These sources of funds were used to fund loan growth of $11,215,000; increased federal funds sold by $7,100,000; decreased federal funds purchased by $3,900,000; and decreased other borrowed money by $4,000,000. Future Operations - ----------------- Planters Bank & Trust Company of Virginia is nearing the completion of the construction of an 18,000 square foot operations center. The estimated completion date of this construction is June 15, 2001. 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 entire project is estimated to be $2,000,000. Part 1 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes in information reported as of December 31, 2000, in Form 10-K. 10 VIRGINIA FINANCIAL CORPORATION AND SUBSIDIARIES AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
(000 Omitted) Three Months Ended March 31 2001 2000 Average Income/ Yield/ Average Income/ Yield/ ASSETS Balance Expense Rate Balance Expense Rate ----------- --------- ---------- ----------- --------- -------- Securities: Taxable $ 83,007 $ 1,309 6.31% $ 96,123 $ 1,467 6.10% Tax-exempt (1) 40,385 682 6.75% 41,428 702 6.78% ----------- --------- ---------- ----------- --------- -------- Total Securities $ 123,392 $ 1,991 6.45% $ 137,551 $ 2,169 6.31% Loans (net of earned income): Taxable 330,487 7,220 8.74% 299,882 6,349 8.47% Tax-Exempt (1) 4,346 90 8.28% 128 2 6.25% ----------- --------- ---------- ----------- --------- -------- Total Loans 334,833 7,310 8.73% 300,010 6,351 8.47% Federal Home Loan Bank Stock 1,301 25 7.69% 1,269 25 7.88% Interest Earning Deposits Due From Banks 63 1 6.35% 2,024 29 5.73% Fed Funds Sold and Repurchase Agreements 2,792 37 5.30% 462 8 6.93% ----------- --------- ---------- ----------- --------- -------- Total Earning Assets 462,381 9,364 8.10% 441,316 8,582 7.78% --------- --------- Less Allowance for Loan Losses (3,896) (3,539) Total Nonearning Assets 36,704 31,955 ----------- ----------- Total Assets $ 495,189 $ 469,732 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing deposits: NOW Accounts $ 53,132 $ 293 2.21% $ 49,585 $ 300 2.42% Money Market Savings 55,136 431 3.13% 54,977 485 3.53% Regular Savings 40,991 296 2.89% 41,461 306 2.95% Certificates of Deposit: Less than $100,000 171,859 2,511 5.84% 161,953 2,039 5.04% $100,000 and More 34,458 521 6.05% 26,253 322 4.91% ----------- --------- ---------- ----------- --------- -------- Total Interest Bearing Deposits 355,576 4,052 4.56% 334,229 3,452 4.13% Fed Funds Purchased & Repurchase Agreements 15,678 200 5.10% 13,547 177 5.23% Other Borrowed Money 2,194 32 5.83% 10,473 159 6.07% ----------- --------- ---------- ----------- --------- -------- Total Interest Bearing Liabilities 373,448 4,284 4.59% 358,249 3,788 4.23% --------- --------- Noninterest Bearing Liabilities Demand Deposits 68,011 63,221 Other Liabilities 2,342 1,880 ----------- ----------- Total Liabilities 443,801 423,350 Stockholders' Equity 51,388 46,382 ----------- ----------- Total Liabilities and Stockholders' Equity $ 495,189 $ 469,732 =========== =========== Net Interest Income $ 5,080 $ 4,794 ========= ========= Interest Rate Spread 3.51% 3.55% Interest Expense as a Percent of Average Earning Assets 3.71% 3.43% Net Interest Margin 4.39% 4.35% (1) Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 34% in 2000 and 2001
11 VIRGINIA FINANCIAL CORPORATION PART II. OTHER INFORMATION Item 1. Legal Proceedings As of March 31, 2001 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 March 31, 2001. 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 March 31, 2001. (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. 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 May 15, 2001 /s/ Fred D. Bowers ---------------- ----------------------------------------- Fred D. Bowers, Secretary/Treasurer (Principal Accounting Officer and Duly Authorized Officer) EX-11 2 vfc_ex.txt EXHIBIT 11 Exhibit 11. Computation of Weighted Average Shares Outstanding and Earnings Per Share Shares Outstanding End of Month - 1st Quarter 2001 ------------- January 3,981,008 February 3,980,300 March 3,979,483 ------------- 11,940,791 Divided by: 3 months ------------- 3,980,264 ============= Net Income 1,597,879 ============= Net Income Per Share - Basic $ 0.40 -----END PRIVACY-ENHANCED MESSAGE-----