SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 13, 2003
Commission file number 01-17377
Commonwealth Bankshares, Inc.
(Exact name of small business issuer in its charter)
| Virginia | | 54-1460991 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
403 Boush Street Norfolk, Virginia | | 23510 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number including area code: (757) 446-6900
| ITEM 12. | | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
The average diluted shares outstanding and the diluted earnings per share are restated for the quarters listed below as a result of the convertible preferred securities not being included in the calculation. The effect of the convertible preferred securities is disclosed only when they are dilutive to earnings per share. The convertible preferred securities did not effect diluted earnings per share prior to the second quarter of 2002.
| | | 2nd Quarter 2002
| | | 3rd Quarter 2002
| | | 4th Quarter 2002
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| | | Quarter
| | | Year to Date
| | | Quarter
| | | Year to Date
| | | Year to
Date
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Reported earnings | | $ | 348,000 | | | $ | 507,000 | | | $ | 572,000 | | | $ | 1,079,000 | | | $ | 1,674,187 | |
Adjustment for convertible preferred interest: | | | | | | | | | | | | | | | | | | | | |
Gross | | | 145,700 | | | | 291,400 | | | | 145,700 | | | | 437,100 | | | | 582,800 | |
Tax effect | | | (49,538 | ) | | | (99,076 | ) | | | (49,538 | ) | | | (148,614 | ) | | | (198,152 | ) |
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Earnings as adjusted | | $ | 444,162 | | | $ | 699,324 | | | $ | 668,162 | | | $ | 1,367,486 | | | $ | 2,058,835 | |
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Average shares outstanding | | | 1,706,763 | | | | 1,704,967 | | | | 1,710,436 | | | | 1,706,810 | | | | 1,708,698 | |
Dilution: | | | | | | | | | | | | | | | | | | | | |
Options | | | 198,873 | | | | 198,873 | | | | 198,873 | | | | 198,873 | | | | 197,645 | |
Convertible preferred | | | 910,625 | | | | 910,625 | | | | 910,625 | | | | 910,625 | | | | 910,625 | |
Average diluted shares outstanding | | | 2,816,261 | | | | 2,814,465 | | | | 2,819,934 | | | | 2,816,308 | | | | 2,816,968 | |
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Diluted EPS as reported | | $ | 0.19 | | | $ | 0.27 | | | $ | 0.30 | | | $ | 0.57 | | | $ | 0.88 | |
Diluted EPS as restated | | $ | 0.16 | | | $ | 0.25 | | | $ | 0.24 | | | $ | 0.49 | | | $ | 0.73 | |
| | | 1st Quarter 2003 Year to Date
| |
Reported earnings | | $ | 527,000 | |
Adjustment for convertible preferred interest: | | | | |
Gross | | | 145,700 | |
Tax effect | | | (49,538 | ) |
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Earnings as adjusted | | $ | 623,162 | |
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Average shares outstanding | | | 1,722,468 | |
Dilution: | | | | |
Options | | | 188,127 | |
Convertible preferred | | | 910,625 | |
Average Diluted shares outstanding | | | 2,821,220 | |
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Diluted EPS as reported | | $ | 0.28 | |
Diluted EPS as restated | | $ | 0.22 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | COMMONWEALTH BANKSHARES, INC |
| | |
Date: August 13, 2003 | | By: | | /s/ E. J. WOODARD, JR.
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| | | Name: | | E. J. Woodard, Jr. CLBB |
| | | Title: | | Chairman of the Board, President & CEO |
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Date: August 13, 2003 | | By: | | /s/ JOHN H. GAYLE
|
| | | Name: | | John H Gayle |
| | | Title: | | Executive Vice President and Cashier |
