SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) For quarter ended Commission file March 31, 1995 Number 2-89588 (Securities Act Registration 7/18/84) COMMUNITY BANKSHARES INCORPORATED Virginia 54-1290793 (State or other jurisdiction of (I.R.S. Employer Iden- incorporated or organization) tification No.) Sycamore at Tabb, P. O. Box 2166 23803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (804) 861-2320 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 159(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes No X Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at March 31, 1995 Common stock, par value $3.00 per share 575,000 Part I. FINANCIAL INFORMATION COMMUNITY BANKSHARES INCORPORATED CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 1994 December 31,1994 ASSETS Cash and due from banks $ 3,687,444 $ 3,709,432 Federal funds sold 3,492,000 1,017,000 __________ __________ Total cash and cash equivalents $ 7,179,444 $ 4,726,432 Investment securities: Held-to-maturity 7,279,097 7,598,690 Available-for-sale, market value 956,063 969,213 Loans (net of reserve for loan losses - 746,723 and 724,891) 63,649,841 61,488,230 Bank premises and equipment, net 1,149,414 1,167,973 Accrued interest receivable 382,106 371,809 Prepaid expenses 90,015 57,370 Other real estate, net 274,423 274,710 Other assets 703,375 708,701 _________ __________ Total Assets $ 81,663,778 $77,363,128 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Demand deposits $12,224,867 $11,506,655 Interest-bearing demand deposits 22,851,819 24,628,724 Savings deposits 8,142,754 8,555,392 Time deposits, $100,000 and over 5,118,065 4,408,657 Other time deposits 23,580,638 18,981,366 ___________ ___________ Accrued Interest payable 336,900 335,439 Other liabilities 388,670 351,095 Dividends payable 201,250 - ___________ ___________ Total Liabilities $72,844,963 $68,767,328 STOCKHOLDERS' EQUITY Capital stock $ 1,725,000 $ 1,710,000 Surplus 1,036,432 988,932 Retained earnings 6,060,473 5,911,858 Net unrealized holding gains on securities available-for-sale (3,090) (14,990) ___________ ___________ Total Stockholders' Equity $ 8,818,815 $ 8,595,800 ___________ ___________ Total Liabilities and Stockholders' Equity $81,663,778 $77,363,128 COMMUNITY BANKSHARES INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Fiscal Year To Date Ended Three Months Ended March 31 March 31 1995 1994 1995 1994 INTEREST INCOME Interest and fees on loans $ 1,487,222 $1,203,885 $1,487,222 $1,203,885 Interest on investment securities: U.S. Government agencies and obligations 142,290 166,988 142,290 166,988 Interest on Federal funds sold and securities purchased under agreement to resell 15,965 9,119 15,965 9,119 TOTAL INTEREST INCOME $1,645,477 $1,379,992 $1,645,477 $1,379,992 ___________ __________ __________ __________ INTEREST EXPENSE Interest on deposits 587,290 552,339 587,290 552,339 Interest on Federal funds purchased 6,466 194 6,466 194 __________ __________ __________ __________ TOTAL INTEREST EXPENSE $ 593,756 $ 552,533 $ 593,756 $552,533 __________ __________ __________ __________ NET INTEREST INCOME $1,051,721 $ 827,459 $1,051,721 $ 827,459 PROVISION FOR LOAN LOSSES 23,000 - 23,000 - __________ __________ __________ __________ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES $1,028,721 $ 827,459 $1,028,721 $ 827,459 ___________ __________ __________ __________ COMMUNITY BANKSHARES INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) OTHER INCOME Service charges on deposit accounts $ 150,811 $ 153,810 $ 150,811 $ 153,810 Other service charges, commissions and fees 19,532 20,796 19,532 20,796 Gain on sale of bank premises and equipment 2,400 - 2,400 - Other operating income 15,540 34,552 15,540 34,552 TOTAL OTHER INCOME $ 188,283 $ 209,158 $ 188,283 $ 209,158 __________ __________ __________ __________ OTHER EXPENSES Salaries and wages $ 270,194 $ 245,223 $ 270,194 $ 245,223 Employee benefits 78,889 66,187 78,889 66,187 Net occupancy expense 42,587 51,850 42,587 51,850 Furniture & equipment expense 56,548 42,533 56,548 42,533 Accounting fees 19,500 9,000 19,500 9,000 FDIC assessments 38,236 36,983 38,236 36,983 Other operating expenses 138,016 146,965 138,016 146,965 __________ __________ __________ __________ TOTAL OTHER EXPENSES $ 643,970 $ 598,741 $ 643,970 $ 598,741 __________ __________ __________ __________ INCOME BEFORE INCOME TAXES $ 573,034 $ 437,876 $ 573,034 $ 437,876 INCOME TAX PROVISION 223,169 200,000 223,169 200,000 __________ __________ __________ __________ NET INCOME $ 349,865 $ 237,876 $ 349,865 $ 237,876 EARNINGS PER SHARE (Based on 571,722, 570,000 571,722 and 570,000 shares outstanding,respectively $ .61 $ .42 $ .61 $ .42 COMMUNITY BANKSHARES INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31 (UNAUDITED) 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 349,865 $ 237,876 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation 43,702 41,436 Provision for loan losses 23,000 - Amortization and accretion of investment securities 3,317 3,628 Gain on sale of bank premises and equipment (2,400) - Changes in operating assets and liabilities: Increase in accrued interest receivable (10,297) (12,166) Increase in prepaid expenses (32,645) (28,190) Increase in accrued interest payable 1,461 498 Net change in other operating assets and liabilities 38,381 98,525 __________ __________ ________ Net cash provided by operating activities $ 414,384 $ 341,607 __________ __________ CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investment securities $ 347,456 $ 972,220 Purchase of investment securities - (7,650) Net increase in loans made to customers (2,184,611) (2,942,586) Proceeds from sale of bank premises and equipment 2,400 - Proceeds from sale of other real estate - (102,979) Capital expenditures (24,856) - __________ __________ Net Cash provided by (used in) investing activities $(1,859,611) $(2,080,995) ____________ ____________ COMMUNITY BANKSHARES INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31 (UNAUDITED) 1995 1994 CASH FLOWS FROM FINANCING ACTIVITES Net increase in deposits $ 3,835,739 $ 431,035 Issuance of common stock 62,500 - __________ __________ Net cash provided by financing activities $ 3,898,239 $ 431,035 __________ ___________ Increase in cash and cash equivalents $ 2,453,012 $(1,308,353) Cash and cash equivalents: Beginning of year 4,726,432 6,740,608 ___________ __________ End of first quarter $ 7,179,444 $ 5,432,255 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash payments for: Interest $ 592,295 $ 552,035 Income taxes $ 271,836 $ 239,935 ========== =========== SUPPLEMENTAL SCHEDULE OF NON CASH FINANCING ACTIVITIES Declaration of Dividends: Dividends declared 201,250 171,000 Increase in other liabilities (201,250) (171,000) __________ __________ - - ========== ========== MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations and Financial Condition Through sound banking principles, Community Bankshares Incorporated, increased net income 47.70% during the first quarter of 1995 over the same period in 1994. This increase was attributable to an increase in the net interest margin. The Corporation recorded a net profit of $349,865 during the first quarter of 1995 compared to a net profit of $237,786 for the first quarter of 1994. Income before income taxes for these periods was $573,034 for 1995 and $437,876 for 1994. On a per share basis, net income for the first quarter of 1995 was $.61. This compares to $.42 for 1994 and $.42 for 1993. During the first quarter, the company achieved a 16.07% return on average equity and a 1.76% return on average assets. This compares with a 12.68% return on average equity and a 1.23% return on average assets one year earlier. Management is unaware of any trend or events or uncertainties that will have or that are reasonably likely to have a material effect on the Company's liability, capital resources or operations. Management has not received any recommendations by regulatory authorities, which if implemented, would have a material effect on the Company's liquidity, capital resources or operations. Net Interest Income and Net Interest Margin Net interest income, the primary source of the Company's earnings, is the amount by which interest and fee income earned on earning assets exceed interest paid on interest-bearing liabilities consisting of deposits and federal funds purchased and securities under agreement to repurchase. Net interest income is impacted by the volume, mix, and the general level of interest rates among earning assets and interest-bearing liabilities. The Company's net interest income was $1,051,721 in the first quarter in 1995, compared to $827,459 for the same quarter in 1994 and $768,119 for this period in 1993. This growth was partially driven by higher levels of earning assets which increased 4.22% in the first quarter of 1995, with average loans increasing 6.71%. Total interest income for the first quarter of 1995 and 1994 was $1,645,477 and $1,379,992 respectively. Loan growth was led by real estate lending. The increase in interest-earning assets was funded by a 2.85% increase in total average deposits. Total interest expense for the first quarter of 1995 and 1994 amounted to $593,756 and $552,533, respectively. The net interest margin is a measure of net interest income performance. It represents the difference between interest income, including net loan fees earned, and interest expense, reflected as a percentage of average interest-earning assets. The Company's net interest margin was 5.75% in 1995 compared to 4.71% and 4.93% during the first quarters of 1994 and 1993. Provision for Loan Losses For each period presented, the provision for loan losses charged to operations is based on management's judgement after taking into consideration all factors connected with the collectibility of the existing portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and value of the portfolio, industry standards and other relevant factors. Specific factors considered by management in determining the amounts charged to operations include internally generated loan review reports, previous loan loss experience with the borrower, the status of past due interest and principal payments on the loan, the quality of financial information supplied by the borrower and the general financial condition of the borrower. The provision for loan losses totaled $23,000 during the first quarter of 1995. Because of recoveries totaling $110,506 during the first quarter of 1994, a transfer to the provision for loan losses was not deemed necessary. For the first quarter of 1993 the provision for loan losses totaled $50,200. In the opinion of management, the provision charged to operations is sufficient to absorb the current year's net losses while continuing to maintain the allowance for loan losses at an appropriate level. Net charge-offs for the first quarter of 1995 were $10,928. There were no net charge-offs for the first quarter of 1994 compared to net charge-offs of $32,282 for the same period in 1993. As of March 31, 1995 the ratio of allowance for loan losses to total loans, net of unearned income, was 1.17% compared to 1.18% as of March 31, 1994. The coverage provided by the allowance for loan loss reserves for non-performing loans was 1.59X at March 31, 1995 as compared to a coverage of 2.02X at March 31 1994. Management believes, based on its review, that the Company has adequate reserves to cover estimated future reduction of carrying values that may be required on these loans. Nonaccural loans and past due loans are shown as follows: 3/31/95 12/31/94 Commercial Nonaccrual $ 3,773 $3,998 Contractually past due 90 days or more - 4,000 Installment Nonaccrual 12,696 13,598 Contractually past due 90 days or more 17,412 - Real Estate Nonaccrual - - Contractually past due 90 days or more 434,513 542,217 ________ _______ Nonperforming loans to total laons at end of period .74% .92% Noninterest Income and Noninterest Expenses Noninterest income decreased 9.98% in the first quarter of 1995 in comparsion to an increase of 7.26% in 1994. Of the $188,283 in noninterest income, $150,811 was provided by service charges on deposit accounts. Total noninterest expenses increased 7.55% to $643,970 in the first quarter of 1995, compared to an increase of 13.22% to $589,741 in 1994. Salaries and employee benefits, the largest component of noninterest expenses, increased 12.10% in the first quarter of 1995 over 1994. During the third quarter of 1993, by approval of the Board of Directors, bank management created an Executive Incentive Compensation Plan for key management personnel based on the results of the Bank's performance. Due to the adoption of this plan, the amount charged to salaries for this plan for the first quarter of 1995 was $26,453. Other than this significant change, employee benefits remain constant. In addition, the Board of Directors created a Directors Performance Adjusted Fees Program. This plan provides for the adjustment of directors' fees based on meeting certain goals. This program had the effect of increasing other operating expenses for the first quarter by $10,119. The plans described above are based upon the attainment of specified ROA levels which are computed by using monthly average assets. The amounts accrued under these plans are based on net income reflected through March 31, 1995 on an annualized basis. Liquidity and Interest Rate Sensitivity Liquidity. Liquidity is the ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, investments and loans maturing within one year. The Company's ability to obtain deposits and purchase funds at favorable rates determines its liability liquidity. As a result of the Company's management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors' requirements and meet its customers' credit needs. Additional sources of liquidity available to the Company include, but are not limited to, loan payments, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds. To further meet its liquidity needs, the Company also has access to the Federal Reserve System. In the past, growth in deposits and proceeds from the maturity of investment securities have been sufficient to fund the net increase in loans. Loans, net of unearned income, to deposits were 88.50% as of March 31, 1995. At March 31, 1995, 51.96% of total loans were due to mature in one year or less. When loans with a variable rate are included with those due to mature in one year or less, this percentage increases to 79.36%. Interest Rate Sensitivity. In conjunction with maintaining a satisfactory level of liquidity, management must also control the degree of interest rate risk assumed on the balance sheet. Managing this risk involves regular monitoring of the interest assets relative to sensitive liabilities over specific time intervals. The majority of the Bank's loans may be repriced in the next twelve months. The Bank's interest rate sensitivity is positioned so that earnings should remain consistent in either a rising or falling interest rate environment. Capital Resources and Adequacy The primary source of capital for the Company in recent years has been internally generated retained earnings. Average stockholders' equity increased 16.06% in the first quarter of 1995 over 1994 and the return on average total assets was 1.76% in the first quarter of 1995. The Company's capital position continues to exceed regulatory minimums. The primary indicators relied on by the Federal Reserve Board and other bank regulators in measuring strength of capital position are the Tier 1 Capital, Total Capital and Leverage ratios. Tier 1 Capital consist of common and qualifying preferred stockholders' equity less goodwill. Total Capital consist of Tier 1 capital, qualifying subordinated debt and a portion of the allowance for loan losses. Risk-based capital ratios are calculated with reference to risk weighted assets which consist of both on and off-balance sheet risks. The Company's Tier 1 Capital ratios were 14.13% at March 31, 1995 compared to 12.63% at December 31, 1994. The Total Capital ratios were 15.32% at March 31, 1995 compared to 13.70% at December 31, 1994. These ratios are in excess of the mandated minimum requirements of 4.00% and 8.00% respectively. The Leverage ratios consist of Tier 1 Capital divided by quarterly total assets. At March 31, 1995, the Company's Leverage ratios were 10.81% which exceeded the required minimum leverage ratio of 4.00%, as shown in the following table: (Unaudited) March 31, 1995 December 31,1994 -------------- ----------------- Tier 1 Capital $ 8,824,995 $ 8,595,800 Tier 2 Capital 746,723 724,891 ___________ ___________ Total Qualifying Capital $ 9,571,718 $ 9,320,691 Adjusted Total Assets (including off-balance sheet exposure) $62,471,492 $64,978,234 Tier 1 Risk-Based Capital Ratio 14.13% 12.63% Total Risk-Based Capital Ratio 15.32% 13.70% Leverage Ratio 10.81% 11.11% The Company's principal source of cash income is dividend payments from the Bank. Certain limitations exist under applicable law and regulation by regulatory agencies regarding dividend payments to a parent by its subsidiaries. As of June 30, 1994, The Bank had approximately $3.0 million of retained earnings available for distribution to the Company as dividends without prior regulatory approval. Current Accounting Developments The Financial Accounting Standards Board has issued Statement 114, Accounting by Creditors for Impairment of a Loan, which becomes effective for years beginning after December 31, 1994. Earlier application is permitted. The Statement generally required impaired loans to be measured on the present value of expected future cash flows discounted at the loan's effective interest rate or as an expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. The Bank adopted this Statement for the year beginning January 1, 1995, and anticipates no material effect on its financial position and results of operations upon the adoption of this statement. Other These interim financial statements are prepared on a basis consistent of that of the prior year. They present all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period presented. All adjustments are of a normal recurring nature. Reclassification Certain amounts relating to the prior period have been restated to conform to the current period presentations. These reclassifications have no effect on the previously reported income or equity. OTHER INFORMATION PART II. ITEM. 1. Legal Proceedings None 2. Changes in securities None 3. Defaults upon senior securities None 4. Results of votes of security holders None 5. Other Information None 6. Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K. There were no reports on Form 8-K files for the three months ended March 31, 1995. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersign ed thereunto duly authorized. COMMUNITY BANKSHARES INCORPORATED Nathan S. Jones, 3rd. President and Chief Executive Officer Lillian M. Umphlett Vice-President/Chief Financial Officer Date: May 18, 1995