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, 2001
--------------------------------------------------------
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
1400 Alverser Drive
Midlothian, Virginia 23113
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, 2002 /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, 2001
CONTENTS
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
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, 2001 and 2000, 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Virginia
Bankers Association Defined Contribution Plan for Citizens and Farmers Bank as
of December 31, 2001 and 2000, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 2001 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 United States
Department of Labor 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.
/s/ YOUNT, HYDE & BARBOUR, P.C.
Winchester, Virginia
April 4, 2002
1
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR CITIZENS AND FARMERS BANK
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
----------- -----------
Assets
Investments, at fair value $ 4,293,524 $ 4,154,313
----------- -----------
Receivables:
Employer contribution $ 194,215 $ 173,649
Other 941 809
----------- -----------
Total receivables $ 195,156 $ 174,458
----------- -----------
Cash $ 18,686 $ 28,517
----------- -----------
Total assets $ 4,507,366 $ 4,357,288
----------- -----------
Liabilities
Excess contribution refund $ 3,604 $ --
----------- -----------
Net assets available for benefits $ 4,503,762 $ 4,357,288
=========== ===========
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, 2001 and 2000
2001 2000
----------- -----------
Additions to net assets attributed to:
Investment income (loss):
Net depreciation in fair
value of investments $ (323,087) $ (264,653)
Interest and dividends 20,173 24,239
----------- -----------
$ (302,914) $ (240,414)
----------- -----------
Contributions:
Employer $ 384,360 $ 337,840
Participant 280,544 248,819
Rollover contributions 19,248 44,884
----------- -----------
$ 684,152 $ 631,543
----------- -----------
Total additions $ 381,238 $ 391,129
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants $ 212,707 $ 283,555
Administrative expenses 22,057 22,239
----------- -----------
$ 234,764 $ 305,794
----------- -----------
Net increase $ 146,474 $ 85,335
Net assets available for benefits:
Beginning of period 4,357,288 4,271,953
----------- -----------
End of period $ 4,503,762 $ 4,357,288
=========== ===========
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).
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 $194,215 and $175,481 during the plan
years ended December 31, 2001 and 2000, 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
As of December 31, 2001 and 2000, forfeited nonvested
account balances totaled $127,424 and $58,886, respectively.
Reclassifications
Certain reclassifications have been made to prior period
amounts to conform to current year presentation.
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
accounting principles generally accepted in the United
States of America 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.
6
Notes to Financial Statements
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.
Note 4. Investments
The following table presents investments that represent 5 percent or
more of the Plan's net assets.
December 31,
2001
------------
Spartan U.S. Equity Fund $ 332,093
Spartan U.S. Treasury Money Market Fund 440,814
Davis New York Venture Class A Fund 719,022
Dreyfus Short Term Income Fund 274,844
Franklin Small-Mid Cap Growth A Fund 272,386
Janus Fund 717,783
PIMCO Renaissance Class D Fund 385,854
Third Avenue Value Fund 267,234
December 31,
2000
------------
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 - Mid 730,605
Janus Worldwide Fund 221,327
PIMCO Total Return II Administrative Fund 442,835
Weitz Value Fund 237,662
7
Notes to Financial Statements
During the Plan years ending December 31, 2001 and 2000, the Plan's
investments (including gains and losses on investments bought and
sold, as well as held during the year) depreciated in value by
$(323,087) and $(264,653) as follows:
December 31,
-------------------------
2001 2000
---------- ----------
Common Collective Trust Funds $ -- $ (40,844)
Employer Common Stock 36,627 (10,795)
Registered Investment Companies (359,714) (213,014)
---------- ----------
$ (323,087) $ (264,653)
========== ==========
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). Although
the Plan has been amended since receiving the determination
letter, 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 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, 2001
Fair
Description of Asset/Identity of Issue Value
------------------------------------------------ -----------
Registered Investment Companies
Fidelity U.S. Bond Index Fund $ 9,168
Spartan U.S. Equity Index Fund 332,093
Spartan Total Market Index Fund 68,051
Managers Bond Fund 141
Fidelity Cash Reserves Fund 1,818
Fidelity Instl Cash Portfolio Fund 4,434
Spartan U.S. Treasury Money Market Fund 440,814
Davis New York Venture Class A Fund 719,022
Dreyfus Short-Term Income Fund 274,844
First Eagle Sogen Overseas Class A Fund 175,600
Franklin Small-Mid Cap Growth A Fund 272,386
Janus Fund 717,783
Janus Worldwide Fund 125,075
PIMCO Renaissance Class D Fund 385,854
PIMCO Total Return II Administrative Fund 223,881
Strong Advantage Fund 147,296
Third Avenue Value Fund 267,234
-----------
$ 4,165,494
-----------
Common Stock
C&F Financial Corporation - Employer Stock $ 115,580
-----------
Loan
Participant notes $ 12,450
-----------
Total assets held for investment $ 4,293,524
===========
9
VIRGINIA BANKERS ASSOCIATION DEFINED
CONTRIBUTION PLAN FOR
C&F MORTGAGE CORPORATION
Richmond, Virginia
FINANCIAL REPORT
DECEMBER 31, 2001
CONTENTS
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 and 10
INDEPENDENT AUDITOR'S REPORT
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, 2001 and 2000, 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 auditing standards generally
accepted in the United States of America. 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, 2001 and 2000, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
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.
/s/ YOUNT, HYDE & BARBOUR, P.C.
Winchester, Virginia
April 5, 2002
1
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR C&F MORTGAGE CORPORATION
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
----------- -----------
Assets
Investments, at fair value $ 2,063,061 $ 1,701,020
----------- -----------
Receivables:
Employer contribution $ 299,183 $ 41,533
Dividends 1,174 875
----------- -----------
Total receivables $ 300,357 42,408
----------- -----------
Cash $ 17,485 $ 14,844
----------- -----------
Net assets available for benefits $ 2,380,903 $ 1,758,272
=========== ===========
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, 2001 and 2000
2001 2000
----------- -----------
Additions to net assets attributed to:
Investment (loss):
Net (depreciation) in fair value
of investments $ (190,003) $ (172,321)
Interest and dividends 4,588 4,180
----------- -----------
$ (185,415) $ (168,141)
----------- -----------
Contributions:
Employer $ 299,183 $ 48,650
Participant 501,618 403,268
Rollover and other contributions 55,150 16,268
----------- -----------
$ 855,951 $ 468,186
----------- -----------
Total additions $ 670,536 $ 300,045
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants $ 34,567 $ 287,707
Administrative expenses 13,338 12,969
----------- -----------
Total deductions $ 47,905 $ 300,676
----------- -----------
Net increase (decrease) $ 622,631 $ (631)
Net assets available for benefits:
Beginning of period 1,758,272 1,758,903
----------- -----------
End of period $ 2,380,903 $ 1,758,272
=========== ===========
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).
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 $308,526 and $65,827 during the
plan years ended December 31, 2001 and 2000, 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:
Number of Years of
Vesting Service Vested Interest
----------------------------- ---------------
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 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 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). 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, 2001 and 2000, forfeited nonvested accounts
totaling $9,343 and $17,177, 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
accounting principles generally accepted in the United States of
America 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 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, 2001 and 2000 that represent 5 percent or more of the
Plan's net assets.
December 31,
--------------------
2001 2000
--------- ---------
Manulife Lifestyle Fund - Aggressive Portfolio $ 407,650 $ 371,861
Manulife Lifestyle Fund - Balanced Portfolio 193,013 144,490
Manulife Lifestyle Fund - Growth Portfolio 665,742 620,245
C&F Financial Corporation Stock 156,480 90,698
During the years ended December 31, 2001 and 2000, the Plan's
investments (including gains and losses on investments bought and
sold, as well as held during the year) depreciated in value by
$(190,003) and $(172,321), respectively as follows:
December 31,
--------------------
2001 2000
--------- ---------
Pooled separate accounts $(229,622) $(157,669)
Common stock 39,606 (14,664)
Guaranteed investment contracts 13 12
--------- ---------
$(190,003) $(172,321)
========= =========
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
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
Effective January 1, 2001, C&F Title Agency, Inc., an affiliated
corporation, adopted the VBA Defined Benefit Contribution Plan for C&F
Mortgage Corporation.
Also effective January 1, 2001, the Plan was amended to permit
employees filling certain job positions of the Ellicott City, Maryland
branch office to become eligible for any Employer matching
contributions. These positions include receptionists, set up clerks,
administrative assistants, and loan processors.
During 1999, the Plan's trustee was 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, 2001
Fair
Description of Asset/Identity of Issue Value
-------------------------------------------------- -----------
Pooled Separate Accounts
Manulife Aggressive Growth Fund $ 15,599
Manulife Balanced Fund 18,337
Manulife Capital Growth Stock Fund 6,439
Manulife Developing Markets Fund 5,324
Manulife Dividend & Growth Fund 24,354
Manulife Emerging Growth Stock Fund 8,904
Manulife Enterprise Fund 22,007
Manulife Equity Income Fund 4,313
Manulife Foreign Fund 5,603
Manulife Blue Chip Fund 3,400
Manulife Prudential Jennison Growth Fund 2,235
Manulife Large-Cap Fund 30,784
Manulife Fidelity Advisor Dividend Growth Fund 9,912
Manulife Growth Plus Stock Fund 12,650
Manulife High-Core Bond Fund 4,105
Manulife High-Yield Fund 7,792
Manulife Spectrum Income Fund 1,885
Manulife 500 Index Fund 36,616
Manulife International Stock Fund 4,769
Manulife Equity Growth Fund 30,254
Manulife Lifestyle Fund-Aggressive Portfolio 407,650
Manulife Lifestyle Fund-Balanced Portfolio 193,013
Manulife Lifestyle Fund-Conservative Portfolio 8,314
Manulife Lifestyle Fund-Growth Portfolio 665,742
Manulife Lifestyle Fund-Moderate Portfolio 59,131
Manulife Wietz Ptns Fund 36,578
Manulife AIM Constellation Fund 7,264
Manulife Beacon Fund 12,643
-----------
Carried Forward $ 1,645,617
-----------
9
VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN
FOR C&F MORTGAGE CORPORATION
Schedule of Assets Held for Investment Purposes
(Continued)
December 31, 2001
Fair
Description of Asset/Identity of Issue Value
-------------------------------------------------- -----------
Carried Forward $ 1,645,617
Pooled Separate Accounts (cont'd)
Manulife Overseas Fund 5,481
Manulife Science & Technology Fund 74,705
Manulife Select Twenty Fund 46,158
Manulife Quantitative Mid Cap Fund (VS) 26,271
Manulife Lord Abbett Develop Growth Fund 11,469
Manulife Small-Mid-Cap Growth Fund 27,615
Manulife Dominion Social Equity Fund 3,072
Manulife Value & Restructuring Fund 35,389
Manulife Worldwide Fund 10,061
Manulife Short Term Fund 428
Manulife Total Return Fund 2,418
Manulife New York Venture Fund 3,768
Manulife Balance Sheet Fund 2,228
Manulife Capital Opportunities Fund 3,874
Manulife Global Equities Fund 172
Manulife Passport Fund 757
Manulife Net Net Fund 3,320
Manulife Index Total Fund 82
-----------
$ 1,902,885
-----------
Common Stock
C&F Financial Corporation $ 156,480
-----------
Guaranteed Interest Accounts
Guaranteed Investment Contract $ 3,696
-----------
Total assets held for investment purposes $ 2,063,061
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10