UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year end December 31, 2000
---------------------------------------------------------
OR
[ ] TRANSITION REPORT PUSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________________ to ___________________
Commission file number 000-23423
--------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Virginia Bankers Association Defined Contribution Plan for Citizens
and Farmers Bank
802 Main Street
West Point, Virginia 23181
Virginia Bankers Association Defined Contribution Plan for C&F
Mortgage Corporation
300 Arboretum Place, Suite 245
Richmond, Virginia 23236
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
C & F Financial Corporation
802 Main Street
West Point, Virginia 23181
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Virginia Bankers Association Defined Contribution
Plan for Citizens and Farmers Bank
Virginia Bankers Association Defined Contribution
Plan for C & F Mortgage Corporation
--------------------------------------------------
(Name of Plans)
Date June 25, 2001 /S/ Thomas F. Cherry
------------- --------------------
Thomas F. Cherry
Chief Financial Officer
VIRGINIA BANKERS ASSOCIATION DEFINED
CONTRIBUTION PLAN FOR
CITIZENS AND FARMERS BANK
West Point, Virginia
FINANCIAL REPORT
DECEMBER 31, 2000
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
FINANCIAL STATEMENTS
Statements of net assets available for benefits 2
Statements of changes in net assets available for
benefits 3
Notes to financial statements 4-8
SUPPLEMENTAL SCHEDULE
Schedule of assets held for investment purposes 9
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Virginia Bankers Association Defined Contribution
Plan for Citizens and Farmers Bank
West Point, Virginia
We have audited the accompanying statements of net assets available for
benefits of the Virginia Bankers Association Defined Contribution Plan for
Citizens and Farmers Bank as of December 31, 2000 and 1999, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule as listed
in the accompanying table of contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Winchester, Virginia
1
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR CITIZENS AND FARMERS BANK
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
---------- ----------
Assets
Investments, at fair value $4,154,313 $4,098,158
---------- ----------
Receivables:
Employer contribution $ 173,649 $ 167,058
Participant contributions -- 7,220
Due from brokers -- 241,466
Other 809 745
---------- ----------
Total receivables $ 174,458 $ 416,489
---------- ----------
Cash $ 28,517 $ - -
---------- ----------
Total assets $4,357,288 $4,514,647
---------- ----------
Liabilities
Settled purchases in excess of cash $ -- $ 240,569
Other liabilities -- 2,125
---------- ----------
Total liabilities $ -- $ 242,694
---------- ----------
Net assets available for benefits $4,357,288 $4,271,953
========== ==========
See Notes to Financial Statements.
2
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR CITIZENS AND FARMERS BANK
Statements of Changes in Net Assets
Available for Benefits
For the Years Ended December 31, 2000 and 1999
2000 1999
---------- ----------
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in fair
value of investments $ (286,892) $ 715,665
Interest and dividends 24,239 5,759
---------- ----------
$ (262,653) $ 721,424
---------- ----------
Contributions:
Employer $ 337,840 $ 296,151
Participant 248,819 203,800
Rollover contributions 44,884 18,733
------------ ------------
$ 631,543 $ 518,684
------------ ------------
Total additions $ 368,890 $ 1,240,108
------------ ------------
Deductions from net assets attributed to,
benefits paid to participants $ 283,555 $ 248,084
------------ ------------
Net increase $ 85,335 $ 992,024
Net assets available for benefits:
Beginning of period 4,271,953 3,279,929
------------ ------------
End of period $ 4,357,288 $ 4,271,953
============ ============
See Notes to Financial Statements.
3
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR CITIZENS AND FARMERS BANK
Notes to Financial Statements
Note 1. Description of the Plan
The following description of the Virginia Bankers Association Defined
Contribution Plan for Citizens and Farmers Bank (Plan) provides only
general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan maintained by Citizens and
Farmers Bank pursuant to the provisions of Section 401(k) of the
Internal Revenue Code (Code) established for the benefit of
substantially all full time employees electing to participate in
the Plan. Employees are eligible to participate in the Plan on the
first day of the calendar quarter after completing three months of
service and must be eighteen years old or older. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Effective January 1, 1999, the Plan was restated to include the
investment option of C&F Financial Corporation Stock (Employer
Stock) registered under the Securities Act of 1933.
Contributions
Each participant may elect to defer from 1% to 20% of their pretax
annual compensation, as defined in the Plan. The Bank makes a
matching contribution to the Plan on behalf of each participant who
makes a pretax contribution. The amount the Bank contributes is
100% of the first 5% of compensation. The Bank may also make a
discretionary profit sharing contribution, determined annually by
the Board of Directors. This contribution is allocated in
proportion of a participant's covered compensation to covered
compensation of all participants. Discretionary contributions
declared or made by the Bank were $175,481 and $158,381 during the
plan years ended December 31, 2000 and 1999, respectively.
Participants entering the Plan may roll over contributions from
other plans. Contributions are subject to certain limitations as
established by the Code.
Participants' Accounts
Each participant's account is credited with the participant's
contribution and allocations of (a) the Bank's contributions (b)
Plan earnings and (c) forfeitures. Allocations are based on
participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
4
Notes to Financial Statements
Vesting
The Plan's vesting provision provides that participants are
immediately vested in their elective contributions and earnings
thereon. Vesting in the Bank's contributions occurs as follows:
Number of Years of
Vesting Service Vested Interest
----------------------------- ---------------
Less than 3 years 0%
3 years but less than 4 years 20%
4 years but less than 5 years 40%
5 years but less than 6 years 60%
6 years but less than 7 years 80%
7 years or more 100%
Investment Options
All assets in the Plan are directed by individual participants.
Participants are given the option to direct account balances and
all contributions made into any of 24 separate investment options
consisting of managed, indexed or individual equity or fixed income
funds.
A participant may choose to invest up to 25% (in increments of 5%)
of their account balance and future contributions in the common
stock of C&F Financial Corporation (Employer Stock), the remaining
balance and future contributions may be invested in the other
investment fund options.
Participants Notes Receivable
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their vested account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participants
Notes Fund. Loan terms are limited to 5 years or up to 30 years
for the purchase of a primary residence. The loans are fully
secured by the balance in the participant's account and bear
interest at 1/4 of 1% over the Corporation's prime rate and will
remain unchanged for the life of the loan. Principal and interest
is paid ratably through monthly payroll deductions.
Payment of Benefits
Upon retirement or termination of service a participant may elect
to receive either a lump sum amount equal to the value of the
participant's vested interest in his or her account, periodic
installments for a period of up to 10 years or a combination of
both. A written election must be made with the administrator at
least 30 days before the benefit payment date. Participants whose
vested account balance has never exceeded $5,000 must be paid out
in the form of a lump sum distribution.
5
Notes to Financial Statements
Forfeited Accounts
At December 31, 2000, forfeited nonvested accounts balances totaled
$58,886. These nonvested account balances are to be reallocated
among remaining Plan participants. At December 31, 1999, all
forfeited nonvested account balances were reallocated among
remaining plan participants.
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Use of 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 changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ
from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Quoted market
prices are used to value investments. Shares of mutual funds are
valued at the net asset value of shares held by the Plan at year
end. Participant notes receivable are valued at cost which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
In accordance with the policy of stating investments at current
value, net realized and unrealized appreciation (depreciation) for
the year is reflected in the statements of changes in net assets
available for benefits.
Benefit Payments
Benefit payments are recorded when paid.
Note 3. Plan Termination
Although it has not expressed any intent to do so, the Bank has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA. In the event of plan termination, participants would become 100
percent vested in their employer contributions.
6
Notes to Financial Statements
Note 4. Investments
The following table presents the fair value of investments for the years
ended December 31, 2000 and 1999 that represent 5 percent or more of the
Plan's net assets.
December 31,
--------------------------------
2000 1999
----------- -----------
Spartan U.S. Equity Fund $ 434,111 $ --
Spartan U.S. Treasury Money
Market Fund 312,351 --
American Century Income
and Growth Fund 715,770 --
Franklin Small Cap Growth A
Fund 224,081 --
Janus Fund 730,605 --
Janus Worldwide Fund 221,327 --
PIMCO Total Return II
Administrative Fund 442,835 --
Weitz Value Fund 237,662 --
VBA Capital Preservation
Fund -- 232,812
VBA Moderate Growth Fund -- 420,295
VBA Wealth Building Fund -- 1,983,723
VBA Aggressive Appreciation
Fund -- 1,108,289
SouthTrust U.S. Treasury
Money Market Fund -- 254,015
During the Plan years ending December 31, 2000 and 1999, the Plan's
investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value by
$(286,892) and $715,665 as follows:
December 31,
--------------------------------
2000 1999
----------- -----------
Common Collective Trust Funds $ (40,844) $ 728,150
Employer Common Stock (10,795) (12,485)
Registered Investment Companies (235,253) --
----------- -----------
$ (286,892) $ 715,665
=========== ===========
7
Notes to Financial Statements
Note 5. Tax Status
The Internal Revenue Service has determined and informed the
trustee/administrator by a letter dated December 23, 1997, that the
master Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan administrator and
Plan sponsor believe that the Plan is designed and currently being
operated in compliance with the applicable requirements of the IRC.
Note 6. Related-Party Transactions
The majority of the Plan's assets during the Plan year ended December
31, 1999 were invested in common collective Trust Funds which were
managed by the Virginia Bankers Association Benefits Corporation, Plan
administrator and trustee of the Plan. Therefore, transactions in these
funds qualify as a party-in-interest. Fair market value of these funds
are based on closing market quotes of the underlying securities and
fees. Charges for services by the party-in-interest are based on
customary rates for such services.
The Plan allows funds to be invested in the common stock of C & F
Financial Corporation, the parent company of Citizens and Farmers Bank,
the Plan Sponsor. Therefore, C & F Financial Corporation is a party-in-
interest. Employer securities are allowed by ERISA and the Department
of Labor and the fair value of the common stock is based on quotes from
an active market.
Note 7. Administrative Expenses
Certain administrative expenses are absorbed by Citizens and Farmers
Bank, the Plan Sponsor.
Note 8. Significant Amendments and Events
The Plan was amended and restated effective as of March 15, 2000. The
restatement of the Plan and the subsequent issuance of a new Summary
Plan Description to participants as of March 2000, included various
changes to the Plan. The most significant changes included a revision
of Plan investment options to include managed, indexed and self-directed
portfolios and a change in the asset custodian to Reliance Trust
Company. Reliance Trust Company has been appointed as investment
manager by the Plan's Trustee, Virginia Bankers Association Benefits
Corporation, for all investment funds other than the Employer Stock
Fund. The Fiduciary, with respect to employer stock, is Citizens and
Farmers Bank.
8
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR CITIZENS AND FARMERS BANK
Schedule of Assets Held for Investment Purposes
December 31, 2000
Fair
Description of Asset Value
------------------------------------------------------------ -----------
Registered Investment Companies
Fidelity U.S. Bond Index Fund $ 152
Spartan U.S. Equity Index Fund 434,111
Spartan Total Market Index Fund 22,736
Fidelity Cash Reserves Fund 487
Fidelity Inst Cash Portfolio Fund 4,203
Spartan U.S. Treasury Money Market Fund 312,351
American Century Income and Growth Fund 715,770
Dreyfus Short-Term Income Fund 216,318
Franklin Small Cap Growth A Fund 224,081
Janus Fund 730,605
Janus Worldwide Fund 221,327
PIMCO Total Return II Administrative Fund 442,835
Scudder International Fund 154,961
Strong Advantage Fund 116,578
Third Avenue Value Fund 215,459
Vanguard Bond Index Short-Term Fund 158
Weitz Value Fund 237,662
-----------
$ 4,049,794
-----------
Common Stock
C&F Financial Corporation - Employer Stock $ 85,681
-----------
Loan
Participant notes $ 18,838
-----------
Total assets held for investment $ 4,154,313
===========
9
VIRGINIA BANKERS ASSOCIATION DEFINED
CONTRIBUTION PLAN FOR
C&F MORTGAGE CORPORATION
Richmond, Virginia
FINANCIAL REPORT
DECEMBER 31, 2000
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
FINANCIAL STATEMENTS
Statements of net assets available for benefits 2
Statements of changes in net assets available
for benefits 3
Notes to financial statements 4-8
SUPPLEMENTAL SCHEDULE
Schedule of assets held for investment purposes 9
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Virginia Bankers Association Defined Contribution
Plan for C&F Mortgage Corporation
Richmond, Virginia
We have audited the accompanying statements of net assets available for
benefits of Virginia Bankers Association Defined Contribution Plan for C&F
Mortgage Corporation as of December 31, 2000 and 1999, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 2000 and 1999, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule as
listed in the accompanying table of contents is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Winchester, Virginia
April 26, 2001
1
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR C&F MORTGAGE CORPORATION
Statements of Net Assets Available for Benefits
December 31, 2000 and 1999
2000 1999
----------- -----------
Assets
Investments, at fair value $ 1,701,020 $ 1,594,573
----------- -----------
Receivables:
Employer contribution $ 41,533 $ 146,801
Participant contributions -- 151
Dividends 875 --
----------- -----------
Total receivables $ 42,408 $ 146,952
----------- -----------
Cash $ 14,844 $ 37,001
----------- -----------
Total assets $ 1,758,272 $ 1,778,526
Liabilities
Other liabilities -- 19,623
----------- -----------
Net assets available for benefits $ 1,758,272 $ 1,758,903
=========== ===========
See Notes to Financial Statements.
2
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR C&F MORTGAGE CORPORATION
Statements of Changes in Net Assets
Available for Benefits
For the Years Ended December 31, 2000 and 1999
2000 1999
---------- -----------
Additions to net assets attributed to:
Investment income (loss):
Net appreciation (depreciation) in fair value
of investments $ (172,321) $ 193,940
Interest and dividends 4,180 3,420
---------- -----------
$ (168,141) $ 197,360
---------- -----------
Contributions:
Employer $ 48,650 $ 147,737
Participant 403,268 496,896
Rollover and other contributions 16,268 1,985
----------- ----------
Total additions $ 468,186 $ 646,618
----------- ----------
$ 300,045 $ 843,978
----------- ----------
Deductions from net assets attributed to:
Benefits paid to participants $ 287,707 $ 179,295
Administrative expenses 12,969 1,345
----------- ----------
Total deductions $ 300,676 $ 180,640
----------- ----------
Net increase (decrease) $ (631) $ 663,338
Net assets available for benefits:
Beginning of period 1,758,903 1,095,565
----------- ----------
End of period $ 1,758,272 $1,758,903
=========== ==========
See Notes to Financial Statements.
3
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR C&F MORTGAGE CORPORATION
Notes to Financial Statements
Note 1. Description of the Plan
The following description of the Virginia Bankers Association Defined
Contribution Plan for C&F Mortgage Corporation (Plan) provides only
general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan maintained by C&F
Mortgage Corporation pursuant to the provisions of Section 401(k)
of the Internal Revenue Code (Code) established for the benefit
of substantially all employees electing to participate in the
Plan. Employees are eligible to participate in the Plan on the
first day of the month following their employment date and must
be eighteen years old or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
As of January 1, 1999, the Plan was restated to include the
investment option of C&F Financial Corporation Stock (Employer
Stock) registered under the Securities Act of 1933. Prior to
restatement, the Plan was known as the C&F Mortgage Corporation
401(k) Plan.
Contributions
Each participant may elect to defer from 1% to 15% of their
pretax annual compensation, as defined in the Plan. The Company
may make a discretionary profit sharing contribution, determined
annually by the Board of Directors. The contribution is allocated
in proportion of a participant's contributions to the total
contributions of all participants. Discretionary contributions
declared or made by the Company were $65,827 and $156,300 during
the plan years ended December 31, 2000 and 1999, respectively.
Participants entering the Plan may roll over contributions from
other plans. Contributions are subject to certain limitations as
established by the Internal Revenue Code.
Participants' Accounts
Each participant's account is credited with the participant's
contribution and allocations of the Company's contributions and
plan earnings. Allocations are based on participant contributions
or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from
the participant's vested account.
4
Notes to Financial Statements
Vesting
The Plan's vesting provision provides that participants are
immediately vested in their elective contributions and earnings
thereon. Vesting in the Company's contributions occurs as follows:
Vested Interest
--------------------------
Prior to Effective
Number of Years of January 1, January 1,
Vesting Service 1998 1998
------------------ ---------- -----------
Less than 1 year 0% 0%
1 year but less than 2 years 25% 0%
2 years but less than 3 years 50% 25%
3 years but less than 4 years 75% 50%
4 years but less than 5 years 100% 75%
5 years or more 100% 100%
Investment Options
All assets in the Plan are directed by individual participants.
Participants are given the option to direct account balances and
all contributions made into over 50 separate investment options.
The options include pooled separate accounts, guaranteed interest
accounts, money market and managed accounts.
A participant may choose to invest up to 25% (in increments of 5%)
of their account balance and future contributions in the common
stock of C&F Financial Corporation (Employer Stock), the remaining
balance and future contributions may be invested in the other
investment fund options. Participants may change their investment
options the first day of the month of each quarter.
Payment of Benefits
Upon retirement or termination of service a participant may elect
to receive either a lump sum amount equal to the value of the
participants vested interest in his or her account, periodic
installments for a period of up to 10 years or a combination of
both. A written election must be made with the administrator at
least 30 days before the benefit payment date. Participants whose
vested account balance has never exceeded $5,000 must be paid out
in the form of a lump sum distribution.
Forfeited Accounts
At December 31, 2000 and 1999, forfeited nonvested accounts
totaling $17,177 and $8,563, respectively, were used to reduce
employer contributions.
5
Notes to Financial Statements
Note 2. Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
Use of 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 changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments in pooled separate accounts of Manufacturers
Life Insurance Company represents ownership of units of participation
in various mutual funds. The value of a unit of participation is the
total value of each mutual fund within the separate accounts divided
by the number of units outstanding. The investments in the pooled
separate accounts are stated at fair value and are based on quoted
redemption values of the underlying mutual funds on the last day of
the year. The Plan's Guaranteed Interest Accounts, guarantee a rate of
return for a defined term. The assets are commingled with other assets
of Manufacturers Life Insurance Company's general account and are
reported at fair value as determined by Manufacturers Life Insurance
Company. Common stock is stated at the fair value determined by quoted
market prices.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
In accordance with the policy of stating investments at current value,
net realized and unrealized appreciation (depreciation) for the year
is reflected in the statements of changes in net assets available for
plan benefits.
Benefit Payments
Benefit payments are recorded when paid.
Note 3. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants would become 100
percent vested in the portion of their account not previously vested.
6
Notes to Financial Statements
Note 4. Investments
The Plan's investment assets are currently held by the custodians,
Manulife Financial Corporation and Raymond James Financial Services,
Inc. The following table presents investments for the years ended
December 31, 2000 and 1999 that represent 5 percent or more of the
Plan's net assets.
December 31,
--------------------------------
2000 1999
---------- ---------
Manulife Lifestyle Fund - Aggressive Portfolio $371,861 $325,613
Manulife Lifestyle Fund - Balanced Portfolio 144,490 103,170
Manulife Lifestyle Fund - Growth Portfolio 620,245 553,083
Manulife Science & Technology Fund 66,741 123,298
C&F Financial Corporation Stock 90,698 104,671
During the years ended December 31, 2000 and 1999, the Plan's
investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in
value by $(172,321) and $193,940, respectively as follows:
December 31,
--------------------------------
2000 1999
---------- ---------
Common collective trust funds $ -- $140,518
Pooled separate accounts (157,669) 70,364
Common stock (14,664) (16,954)
Guaranteed investment contracts 12 12
--------- --------
$(172,321) $193,940
========= ========
Note 5. Tax Status
The Internal Revenue Service has determined and informed the
trustee/administrator by a letter dated December 23, 1997, that the
Master Plan and related trust are designed in accordance with
applicable sections of the Internal Revenue Code (IRC). The Plan
administrator and Plan sponsor believe that the Plan is designed and
currently being operated in compliance with the applicable
requirements of the IRC.
7
Notes to Financial Statements
Note 6. Related Party Transactions
The Plan's assets were invested in common collective trust funds
during 1999 which were managed by the Virginia Bankers Association
Benefits Corporation, Plan administrator of the Plan until the fourth
quarter of 1999. Therefore, transactions in these funds qualify as a
party-in-interest. Fees charged for services by the party-in-interest
are based on customary rates for such services.
Certain Plan investments are units of pooled separate accounts managed
in part by Manufacturers Advisor Corporation. Group annuity contracts
for guaranteed interest accounts are issued by Manufacturers Life
Insurance Company. Both manufacturers Advisor Corporation and the
Manufacturers Life Insurance Company are affiliates of Manulife
Financial Corporation, the Plan asset custodian. Therefore,
transactions in these investments qualify as party-in-interest. Fees
charged for services by the party-in-interest are based on customary
rates for such services.
The Plan allows funds to be invested in the common stock of C&F
Financial Corporation, the parent company of C&F Mortgage Corporation,
the Plan Sponsor. Therefore C&F Financial Corporation is a party-in-
interest. Employer securities are allowed by ERISA and the Department
of Labor and the fair value of common stock is based on quotes from an
active market.
Note 7. Administrative Expenses
Certain administrative expenses are absorbed by C&F Mortgage
Corporation, the Plan sponsor.
Note 8. Significant Amendments Events
During the fourth quarter of 1999, C&F Mortgage Corporation changed
asset custodians from SouthTrust Asset Management Company of Georgia,
N. A. to Manulife Financial Corporation and Raymond James Financial
Services, Inc. Investments in C&F Financial Corporation stock are held
with Raymond James Financial Services, Inc. All remaining assets are
held with Manulife Financial Corporation.
The Plan's trustee was also changed from the Virginia Bankers
Association Benefits Corporation to the Corporation's Chief Financial
Officer and the Human Resource Manager. As of the date of our report,
the plan documents had not been finalized to reflect these changes.
8
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR C&F MORTGAGE CORPORATION
Schedule of Assets Held for Investment Purposes
December 31, 2000
Description of Asset Type of Asset Value
----------------------------------------- ---------------------------- --------------
Manulife Aggressive Growth Fund Pooled separate account $ 13,288
Manulife Balanced Fund Pooled separate account 4,701
Manulife Capital Growth Stock Fund Pooled separate account 7,060
Manulife Developing Markets Fund Pooled separate account 2,827
Manulife Dividend & Growth Fund Pooled separate account 15,273
Manulife Emerging Growth Stock Fund Pooled separate account 8,734
Manulife Enterprise Fund Pooled separate account 25,552
Manulife Equity Income Fund Pooled separate account 2,688
Manulife Foreign Fund Pooled separate account 8,768
Manulife Growth & Income Fund Pooled separate account 1,452
Manulife Growth Equity Fund Pooled separate account 1,075
Manulife Growth Fund Pooled separate account 20,947
Manulife Growth Opportunities Fund Pooled separate account 3,967
Manulife Growth Plus Stock Fund Pooled separate account 12,130
Manulife High-Quality Bond Fund Pooled separate account 3,338
Manulife High-Yield Fund Pooled separate account 9,694
Manulife Income Fund Pooled separate account 1,066
Manulife 500 Index Fund Pooled separate account 41,714
Manulife International Stock Fund Pooled separate account 1,891
Manulife Large-Cap Equity Fund Pooled separate account 25,228
Manulife Lifestyle Fund-Aggressive Portfolio Pooled separate account 371,861
Manulife Lifestyle Fund-Balanced Portfolio Pooled separate account 144,490
Manulife Lifestyle Fund-Conservative Portfolio Pooled separate account 7,834
Manulife Lifestyle Fund-Growth Portfolio Pooled separate account 620,245
Manulife Lifestyle Fund-Moderate Portfolio Pooled separate account 26,473
Manulife Mid-Cap Equity Fund Pooled separate account 23,771
Manulife All-Cap Growth Fund Pooled separate account 6,767
Manulife Mid-Cap Value Fund Pooled separate account 3,329
Manulife Overseas Fund Pooled separate account 7,574
Manulife Science & Technology Fund Pooled separate account 66,741
Manulife Select Twenty Fund Pooled separate account 37,697
Manulife Selective Growth Stock Fund Pooled separate account 22,903
Manulife Small Company Stock Fund Pooled separate account 10,616
Manulife Small-Cap Growth Fund Pooled separate account 20,102
Manulife Socially Responsible Fund Pooled separate account 1,737
Manulife Value & Restructuring Fund Pooled separate account 17,465
Manulife Worldwide Fund Pooled separate account 5,952
C&F Financial Corporation Common stock 90,698
Guaranteed Investment Contract Guaranteed interest accounts 3,372
----------
$1,701,020
==========
9