FORM 11-K
Table of Contents

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, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT 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

 

C&F Mortgage Corporation 401(k) Plan

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

 



Table of Contents

VIRGINIA BANKERS ASSOCIATION DEFINED

CONTRIBUTION PLAN FOR

CITIZENS AND FARMERS BANK

 

West Point, Virginia

 

FINANCIAL REPORT

 

DECEMBER 31, 2003


Table of Contents

CONTENTS

 

     Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   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

   4-9

SUPPLEMENTAL SCHEDULE

    

Schedule of assets held for investment purposes

   10


Table of Contents

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Plan Administrator of the

    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, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). 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 financial status of the Virginia Bankers Association Defined Contribution Plan for Citizens and Farmers Bank as of December 31, 2003 and 2002, and the changes in financial status for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were made 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, 2003 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.

 

YOUNT, HYDE & BARBOUR, P.C.

 

Winchester, Virginia

March 30, 2004

 

1


Table of Contents

VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN

FOR CITIZENS AND FARMERS BANK

 

Statements of Net Assets Available for Benefits

December 31, 2003 and 2002

 

     2003

   2002

Assets

             

Investments, at fair value

   $ 5,992,546    $ 4,259,852
    

  

Receivables:

             

Employer contribution

     161,272      177,149

Other

     2,066      1,248
    

  

Total receivables

     163,338      178,397
    

  

Cash

     3,282      2,752
    

  

Total assets

     6,159,166      4,441,001
    

  

Liabilities

             

Excess contribution refund

     2,000      —  
    

  

Net assets available for benefits

   $ 6,157,166    $ 4,441,001
    

  

 

See Notes to Financial Statements.

 

2


Table of Contents

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, 2003 and 2002

 

     2003

   2002

 

Additions to net assets attributed to:

               

Investment income (loss):

               

Net appreciation (depreciation) in fair value of investments

   $ 1,164,320    $ (664,871 )

Interest and dividends

     69,713      80,474  
    

  


       1,234,033      (584,397 )
    

  


Contributions:

               

Employer

     401,694      376,062  

Participant

     380,086      316,289  

Rollover contributions

     27,583      —    
    

  


       809,363      692,351  
    

  


Total additions

     2,043,396      107,954  
    

  


Deductions from net assets attributed to:

               

Benefits paid to participants

     298,243      144,349  

Administrative expenses

     28,988      26,366  
    

  


       327,231      170,715  
    

  


Net increase (decrease)

     1,716,165      (62,761 )

Net assets available for benefits:

               

Beginning of period

     4,441,001      4,503,762  
    

  


End of period

   $ 6,157,166    $ 4,441,001  
    

  


 

See Notes to Financial Statements.

 

3


Table of Contents

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 sponsored by Citizens and Farmers Bank (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 year, participants may contribute up to 15% of pretax annual compensation, as defined in the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Bank matches 100% of the first 5% of compensation that a participant contributes to the Plan. The Bank may also make a discretionary profit sharing contribution, determined annually by its Board of Directors. This contribution is allocated in proportion to a participant’s covered compensation to covered compensation of all participants. Discretionary profit sharing contributions declared or made by the Bank were $161,272 and $177,149 during the plan years ended December 31, 2003 and 2002, respectively. Contributions are subject to certain limitations as established by the Code.

 

Participants’ Accounts

 

Each participant’s account is credited with the participant’s contributions and allocations of (a) the Bank’s contributions (b) Plan earnings and (c) forfeitures, and charged with an allocation of administrative expenses. 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


Table of Contents

Notes to Financial Statements

 

Vesting

 

Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the portion of their accounts contributed by the Bank is based on years of continuous service. A participant is 100% vested after six years of credited service.

 

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 20 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 Common Stock). Participants may change their investment options daily.

 

Participant Loans

 

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

 

On termination of service due to death, disability, or retirement, 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.

 

Forfeited Accounts

 

As of December 31, 2003 and 2002, forfeited nonvested account balances totaled $14,958 and $31,895, respectively, which are allocated to remaining participants’ accounts.

 

5


Table of Contents

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 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. Common stock is stated at the fair value determined by quoted market prices. Participant loans are valued at their outstanding balances, which approximate 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


Table of Contents

Notes to Financial Statements

 

Note 4. Investments

 

The following table presents investments that represent 5 percent or more of the Plan’s net assets.

 

     December 31,
2003


ABN/AMRO Growth Fund

   $ 732,137

Davis New York Venture Class A Fund

     741,260

Federated Cap Appreciation Fund

     494,498

Fidelity Spartan U.S. Equity Index Fund

     694,050

First Eagle Overseas Class A Fund

     343,930

Met Managed GIC ABG Trust Fund

     595,822

Oppenheimer Global Fund

     318,205

PIMCO Renaissance Class D Fund

     344,028

PIMCO Total Return II Administrative Fund

     403,881

C&F Financial Corporation –Employer Common Stock

     410,141
     December 31,
2002


Fidelity Spartan U.S. Money Market Fund

   $ 435,226

Davis New York Venture Class A Fund

     492,441

PIMCO Renaissance Class D Fund

     299,242

ABN/AMRO Chicago Cap

     555,457

Federated Cap Appreciation Fund

     318,391

Goldman Sachs Fund

     296,152

Liberty Acorn Fund

     387,273

Oppenheimer Global Fund

     224,837

PIMCO Total Return II Administrative Fund

     269,379

First Eagle Sogen Overseas Class A Fund

     242,788

 

During the Plan years ended December 31, 2003 and 2002, 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 $1,164,320 and $(664,871), as follows:

 

     December 31,

 
     2003

   2002

 

Employer Common Stock

   $ 127,592    $ 34,593  

Registered Investment Companies

     1,036,728      (699,464 )
    

  


     $ 1,164,320    $ (664,871 )
    

  


 

7


Table of Contents

Notes to Financial Statements

 

Note 5. Tax Status

 

The Internal Revenue Service has determined and informed the trustee/administrator by a letter dated June 9, 2004, that the master Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan administrator and the Plan’s tax counsel 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. Investment in employer securities are allowed by ERISA and the Department of Labor and the fair value of the Employer 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. Risks and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 

Note 9. Reconciliation of Financial Statements to Form 5500

 

Financial information reported on the 2003 and 2002 Form 5500, Annual Return/Report of Employee Benefit Plan differs from the Plan’s financial statement as follows:

 

     2003

    

Net Assets
Available

for Benefits


  

Net Increase
(Decrease) in
Net Assets
Available

for Benefits


Balance per financial statements

   $ 6,157,166    $ 1,716,165

Plus benefits payable at December 31, 2002

     —        20,855
    

  

As reported on Form 5500

   $ 6,157,166    $ 1,737,020
    

  

 

8


Table of Contents

Notes to Financial Statements

 

     2002

 
    

Net Assets
Available

for Benefits


   

Net Increase
(Decrease) in
Net Assets
Available

for Benefits


 

Balance per financial statements

   $ 4,441,001     $ (62,761 )

Less benefits payable at December 31, 2002

     (20,855 )     (20,855 )
    


 


As reported on Form 5500

   $ 4,420,146     $ (83,616 )
    


 


 

9


Table of Contents

FOR CITIZENS AND FARMERS BANK

 

Schedule of Assets Held for Investment Purposes

December 31, 2003

 

Description of Asset/Identity of Issue


  

Fair

Value


Registered Investment Companies

      

ABN/AMRO Growth Fund

   $ 732,137

Ariel Fund

     186,532

Calamos Growth Class A Fund

     217,817

Columbia Acorn Class A Fund

     243,087

Davis New York Venture Class A Fund

     741,260

Federated Cap Appreciation Fund

     494,498

Fidelity Cash Reserves Fund

     1,100

Fidelity Instl Cash Portfolio Fund

     19,157

Fidelity Spartan Total Market Index Fund

     12,356

Fidelity Spartan U.S. Equity Index Fund

     694,050

Fidelity Spartan U.S. Money Market Fund

     14,958

Fidelity U.S. Bond Index Fund

     15,470

First Eagle Overseas Class A Fund

     343,930

Janus High Yield Bond Fund

     173,683

Managers Bond Index Fund

     2,897

Met Managed GIC ABG Trust Fund

     595,822

Oppenheimer Developing Markets Class A Fund

     238

Oppenheimer Global Fund

     318,205

PIMCO Renaissance Class D Fund

     344,028

PIMCO Total Return II Administrative Fund

     403,881
    

       5,555,106
    

Common Stock

      

C&F Financial Corporation - Employer Common Stock

     410,141
    

Loan

      

Participant notes

     27,299
    

Total assets held for investment

   $ 5,992,546
    

 

10


Table of Contents

C&F MORTGAGE CORPORATION 401(K) PLAN

 

Midlothian, Virginia

 

FINANCIAL REPORT

 

DECEMBER 31, 2003


Table of Contents

CONTENTS

 

     Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   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


Table of Contents

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Plan Administrator of

    C&F Mortgage Corporation 401(k) Plan

Midlothian, Virginia

 

We have audited the accompanying statements of net assets available for benefits of the C&F Mortgage Corporation 401(k) Plan (the “Plan”) as of December 31, 2003 and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). 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 financial status of the Plan as of December 31, 2003 and 2002, and the changes in financial status 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, 2003 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.

 

Yount, Hyde & Barbour, P.C.

 

YOUNT, HYDE & BARBOUR, P.C.

 

Winchester, Virginia

March 31, 2004

 

1


Table of Contents

C&F MORTGAGE CORPORATION 401(K) PLAN

 

Statements of Net Assets Available for Benefits

December 31, 2003 and 2002

 

     2003

   2002

Assets

             

Investments, at fair value

   $ 5,142,786    $ 2,566,995
    

  

Receivables:

             

Employer contribution

     644,406      465,326

Employee deferrals

     2,677      1,978

Dividends

     2,488      1,619
    

  

Total receivables

     649,571      468,923
    

  

Cash

     14,085      9,495
    

  

Net assets available for benefits

   $ 5,806,442    $ 3,045,413
    

  

 

See Notes to Financial Statements.

 

2


Table of Contents

C&F MORTGAGE CORPORATION 401(K) PLAN

 

Statements of Changes in Net Assets

Available for Benefits

For the Years Ended December 31, 2003 and 2002

 

     2003

   2002

 

Additions to net assets attributed to:

               

Investment income (loss):

               

Net appreciation (depreciation) in fair value of investments

   $ 1,036,042    $ (371,260 )

Interest and dividends

     9,970      6,128  
    

  


       1,046,012      (365,132 )
    

  


Contributions:

               

Employer

     644,406      465,458  

Participant

     714,642      539,847  

Rollover and other contributions

     415,215      134,770  
    

  


       1,774,263      1,140,075  
    

  


Total additions

     2,820,275      774,943  
    

  


Deductions from net assets attributed to:

               

Benefits paid to participants

     35,170      94,305  

Administrative expenses

     24,076      16,128  
    

  


Total deductions

     59,246      110,433  
    

  


Net increase

     2,761,029      664,510  

Net assets available for benefits:

               

Beginning of period

     3,045,413      2,380,903  
    

  


End of period

   $ 5,806,442    $ 3,045,413  
    

  


 

See Notes to Financial Statements.

 

3


Table of Contents

C&F MORTGAGE CORPORATION 401(K) PLAN

 

Notes to Financial Statements

 

Note 1. Description of the Plan

 

The following description of the C&F Mortgage Corporation 401(k) Plan (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 (Company) 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 have compensation deferred up to the maximum percentage allowed by the Code. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. The Company may make a discretionary profit sharing contribution, determined annually by its Board of Directors. The contribution is allocated in proportion to a participant’s contributions to the total contributions of all participants. Discretionary contributions declared or made by the Company, net of forfeitures, were $644,406 and $465,326 during the plan years ended December 31, 2003 and 2002, 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 contributions and allocations of (a) the Company’s contributions and (b) Plan earnings, and charged with an allocation of administrative expenses. 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


Table of Contents

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 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 Common Stock). Participants may change their investment options daily.

 

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.

 

Forfeited Accounts

 

For the years ended December 31, 2003 and 2002, forfeited nonvested accounts totaling $13,718 and $7,277, respectively, were used to reduce employer contributions.

 

5


Table of Contents

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


Table of Contents

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, 2003 and 2002 that represent 5 percent or more of the Plan’s net assets.

 

     December 31,

     2003

   2002

Manulife Lifestyle Fund - Aggressive Portfolio

   $ 822,893    $ 427,693

Manulife Lifestyle Fund - Balanced Portfolio

     479,159      283,886

Manulife Lifestyle Fund - Growth Portfolio

     1,179,647      676,535

C&F Financial Corporation - Employer Common Stock

     489,898      249,359

 

During the years ended December 31, 2003 and 2002, 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 $1,036,042 and $(371,260), respectively as follows:

 

     December 31,

 
     2003

   2002

 

Pooled separate accounts

   $ 884,394    $ (410,675 )

Employer Common stock

     151,257      39,380  

Guaranteed investment contracts

     391      35  
    

  


     $ 1,036,042    $ (371,260 )
    

  


 

Note 5. Tax Status

 

The Internal Revenue Service has determined and informed the trustee/administrator by a letter dated August 7, 2001, 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’s tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC.

 

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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 Employer 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. Risks and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 

Note 9. Significant Amendments & Events

 

Effective January 1, 2002, the Plan was amended to include various changes to the Plan. The most significant changes included changing the name of the Plan to C&F Mortgage Corporation 401(k) Plan. The plan trustees were also formally changed to the Company’s Chief Financial Officer and the Human Resource Manager.

 

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C&F MORTGAGE CORPORATION 401(K) PLAN

 

Schedule of Assets Held for Investment Purposes

December 31, 2003

 

Description of Asset/Identity of Issue


  

Fair

Value


Pooled Separate Accounts

      

Manulife Aggressive Growth Fund

   $ 35,281

Manulife Balanced Fund

     82,788

Manulife Capital Growth Stock Fund

     2,333

Manulife Developing Markets Fund

     35,565

Manulife Discovery Fund

     11,486

Manulife Emerging Growth Stock Fund

     1,022

Manulife Equity Income Fund

     8,235

Manulife Foreign Fund

     12,015

Manulife Blue Chip Fund

     81,065

Manulife Prudential Jennison Growth Fund

     6,085

Manulife Large-Cap Fund

     62,871

Manulife Fidelity Advisor Dividend Growth Fund

     31,768

Manulife Growth Plus Stock Fund

     16,256

Manulife Spectrum Income Fund

     10,017

Manulife 500 Index Fund

     145,306

Manulife Equity Growth Fund

     51,740

Manulife Lifestyle Fund-Aggressive Portfolio

     822,893

Manulife Lifestyle Fund-Balanced Portfolio

     479,159

Manulife Lifestyle Fund-Conservative Portfolio

     58,688

Manulife Lifestyle Fund-Growth Portfolio

     1,179,647

Manulife Lifestyle Fund-Moderate Portfolio

     141,854

Manulife Wietz Ptns Fund

     63,987

Manulife AIM Constellation Fund

     3,144

Manulife Beacon Fund

     57,841

Manulife Overseas Fund

     11,184

Manulife Science & Technology Fund

     242,394

Manulife Select Twenty Fund

     110,137

Manulife Quantitative Mid Cap Fund (VS)

     32,799

Manulife Small-Mid-Cap Growth Fund

     45,837

Manulife Lord Abbett Develop Growth Fund

     11,607

Manulife International Stock Fund

     12,392

Manulife Dominion Social Equity Fund

     2,143

Manulife Value & Restructuring Fund

     48,468
    

Carried Forward

   $ 3,918,007
    

 

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C&F MORTGAGE CORPORATION 401(K) PLAN

 

Schedule of Assets Held for Investment Purposes

(Continued)

December 31, 2003

 

Description of Asset/Identity of Issue


  

Fair

Value


Carried Forward

   $ 3,918,007

Pooled Separate Accounts (cont’d)

      

Manulife Worldwide Fund

     29,633

Manulife Short Term Fund

     67,750

Manulife Total Return Fund

     119,638

Manulife New York Venture Fund

     33,743

Manulife Balance Sheet Fund

     49,637

Manulife Capital Opportunities Fund

     18,112

Manulife Global Equities Fund

     1,203

Manulife Passport Fund

     6,557

Manulife TRP Equity Income Fund

     38,922

Manulife Mid Cap Fund

     33,602

Manulife Index International Fund

     646

Manulife Index Total Fund

     835

Manulife Index Small Fund

     14,189

Manulife Money Market Fund

     256,015
    

       4,588,489
    

Common Stock

      

C&F Financial Corporation – Employer Common Stock

     489,898
    

Guaranteed Interest Accounts

      

Guaranteed Investment Contract

     64,399
    

Total assets held for investment purposes

   $ 5,142,786
    

 

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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

   

C&F Mortgage Corporation 401(k) Plan

   

                            (Name of Plans)

Date June 28, 2004

 

/S/ Thomas F. Cherry


   

Thomas F. Cherry

   

Chief Financial Officer