UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File No. 333-37225 EASTERN VIRGINIA BANKSHARES, INC. (Exact name of registrant as specified in its charter) VIRGINIA 54-1866052 (State of Incorporation) (I.R.S. Employer Identification No.) 307 Church Lane, Tappahannock, Virginia 22560 (Address of principal executive offices) Registrant's telephone number (804) 443-4333 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- The number of shares of the registrant's Common Stock outstanding as of November 3, 2000 was 4,947,887. EASTERN VIRGINIA BANKSHARES, INC. FORM 10-Q For the Quarter Ended September 30, 2000 Part I - ------ Item 1. Financial Statements 2 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Part II - ------- Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 12 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Eastern Virginia Bankshares, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited) (Dollars in thousands) September 30 December 31 2000 1999 -------- -------- Assets: Cash and due from banks $ 12,534 $ 10,258 Federal funds sold 10,512 - Securities 78,615 88,076 Loans, net of unearned income 290,758 273,858 Allowance for loan losses (4,353) (4,154) -------- -------- Net loans 286,405 269,704 Deferred income taxes 1,551 1,641 Bank premises and equipment 4,841 4,568 Accrued interest receivable 2,656 2,582 Other real estate 620 243 Other assets 978 767 -------- -------- Total assets $398,712 $377,839 -------- -------- Liabilities and Shareholders' Equity Liabilities Noninterest-bearing demand accounts $ 36,523 $ 32,815 Savings accounts and interest bearing deposits 130,740 139,248 Time deposits 177,298 150,584 -------- -------- Total deposits 344,561 322,647 Short-term borrowings - 6,468 Long-term debt 7,000 3,000 Accrued interest payable 1,096 796 Other liabilities 2,344 2,133 -------- -------- Total liabilities 355,001 335,044 Shareholders' Equity Common stock of $2 par value per share, authorized 50,000,000 shares, issued and outstanding 4,947,140 and 5,032,263 respectively 9,894 10,064 Surplus 572 2,014 Retained earnings 33,740 31,388 Accumulated other comprehensive income (495) (671) -------- -------- Total shareholders' equity 43,711 42,795 Total liabilities and shareholders' equity $398,712 $377,839 -------- -------- See Notes to Consolidated Financial Statements 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Eastern Virginia Bankshares, Inc. and Subsidiaries Consolidated Statements of Income (Unaudited) (Dollars in thousands except share amounts) Three Nine Months Months Ended Ended September 30 September 30 2000 1999 2000 1999 ------ ------ ------- ------- Interest Income: Loans $6,465 $5,726 $18,892 $16,750 Interest on securities: Taxable bonds 669 603 2,039 1,848 Tax exempt bonds 440 472 1,478 1,435 Dividends 19 21 53 52 Interest on federal funds sold 173 182 269 347 ------ ------ ------- ------- Total interest income 7,766 7,004 22,731 20,432 Interest Expense Deposits 3,671 2,995 10,104 8,695 Borrowings 98 44 490 68 ------ ------ ------- ------- Total interest expense 3,769 3,039 10,594 8,763 ------ ------ ------- ------- Net interest income 3,997 3,965 12,137 11,669 Provision for loan losses 127 144 398 372 ------ ------ ------- ------- Net interest income after provision for loan losses $3,870 $3,821 $11,739 $11,297 Other income Service charges on deposit accounts 446 370 1,296 1,031 Gain (loss) on sale of available for sale securities - - (10) (44) Other operating income 87 105 285 304 ------ ------ ------- ------- 533 475 1,571 1,291 ------ ------ ------- ------- Other Expenses Salaries and benefits 1,406 1,186 3,990 3,486 Net occupancy expense of premises 306 387 1,067 1,031 Printing and supplies 148 89 391 281 Other operating expenses 691 560 2,051 1,642 ------ ------ ------- ------- 2,551 2,222 7,499 6,440 ------ ------ ------- ------- Income before income taxes 1,852 2,074 5,811 6,148 Income Tax Expense 471 606 1,531 1,663 ------ ------ ------- ------- Net income $1,381 $1,468 $ 4,280 $ 4,485 ------ ------ ------- ------- Earnings Per Share, basic and assuming dilution(1) $0.28 $0.29 $0.87 $0.88 Dividends per share(1) $0.13 $0.12 $0.39 $0.36 (1)See Notes to Financial Statements 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Eastern Virginia Bankshares, Inc. and Subsidiaries Consolidated Statement of Cash Flows (Unaudited) (Dollars in thousands) Nine Months Ended ---------------- September 30 September 30 2000 1999 -------- -------- Cash Flows from Operating Activities Net income $ 4,280 $ 4,485 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 688 693 Provision for loan losses 398 372 Losses (gains) realized on available for sale securities 10 44 Net (gain) loss on sale of OREO (9) - (Increase) decrease in other assets (568) 77 Increase (decrease) in other liabilities 512 1,810 -------- -------- Net cash provided by operating activities 5,311 7,481 Cash Flows from Investing Activities Proceeds from maturities, calls, paydowns and sales of securities 11,192 11,050 Purchase of debt securities (1,073) (10,086) (Purchase) sale of FHLB and Federal Reserve Bank stock (487) (143) Net (increase) decrease in loans (17,150) (27,203) Purchases of bank premises and equipment (961) (442) Proceeds from sale of OREO 50 - -------- -------- Net cash (used in) investing activities (8,429) (26,824) Cash Flows from Financing Activities Net decrease in noninterest bearing and interest bearing demand deposits and savings accounts (4,801) 2,133 Net increase in certificates of deposit 26,715 17,697 Proceeds from sale of common stock 274 - Acquisition of common stock (1,886) (1,421) Dividends declared (1,928) (1,842) Increase (decrease) in borrowings (2,468) 3,000 -------- -------- Net cash provided by financing activities 15,906 19,567 -------- -------- Increase (decrease) in cash and cash equivalents 12,788 224 Cash and cash equivalents Beginning of period 10,258 21,522 -------- -------- End of period $ 23,046 $ 21,746 -------- -------- Supplemental Disclosures of Cash Flow Information Cash paid for: Interest on deposits and other borrowings $ 10,293 $ 8,655 Income taxes $ 2,187 $ 1,245 Transfer of loans to OREO $ 418 $ - See Notes to Consolidated Financial Statements 4 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Eastern Virginia Bankshares, Inc. and Subsidiaries Consolidated Statement of Changes in Shareholders' Equity (Unaudited) For the Nine Months Ended September 30, 2000 and 1999 (Dollars in thousands) Accumulated Other Comprehensive Retained Comprehensive Common Capital Total Income Earnings Income Stock Surplus ------------- ------------- -------- ------------- -------- ------- Balances - January 1, 1999 $42,257 $27,877 $ 365 $10,286 $ 3,729 Comprehensive income: Net income 4,485 $4,485 4,485 Other comprehensive income, net of tax Unrealized gain/(loss) on securities available for sale: Unrealized holding gain/(loss) arising during the period (730) (730) Add: reclassification adjustment, net of tax of $ (15) 29 29 ------- ------ Other comprehensive income, net of tax (701) (701) (701) ------- ------ Total comprehensive income $3,784 ------ Shares purchased and retired (1,421) (166) (1,255) Dividends declared (1,842) (1,842) ------- ------- Balances-September 30, 1999 $42,778 $30,520 $(336) $10,120 $ 2,474 ------- ------- ------------- -------- ------- Balances - January 1, 2000 $42,795 $31,388 $(671) $10,065 $ 2,014 Comprehensive income: Net income 4,280 $4,280 4,280 Other comprehensive income, net of tax Unrealized gain/(loss) on securities available for sale: Unrealized holding gain/(loss) arising during the period 169 169 Add: reclassification adjustment, net of tax of $(3) 7 7 ------- ------ Other comprehensive income, net of tax 176 176 176 ------- ------ Total comprehensive income $4,456 ------ Shares issued 274 34 240 Shares purchased and retired (1,886) (205) (1,682) Dividends declared (1,928) (1,928) ------- ------- ------------- Balances-September 30, 2000 $43,711 $33,740 $(495) $ 9,894 $ 572 ------- ------- ------------- -------- ------- 5 PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements EASTERN VIRGINIA BANKSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. The Consolidated Balance Sheet as of September 30, 2000, the Consolidated Statements of Income for the three-month and nine month periods ended September 30, 2000, and September 30, 1999, the Consolidated Statement of Cash Flows for the nine-month periods ended September 30, 2000, and September 30, 1999, and the Consolidated Statement of Changes in Shareholders' Equity for the nine-month periods ended September 30, 2000, and September 30, 1999, prepared in accordance with instructions for Form 10-Q, are unaudited and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of September 30, 2000. The statements should be read in conjunction with the Notes to Consolidated Financial Statements included in Eastern Virginia Bankshares' Annual Report on Form 10-K for the year ended December 31, 1999. 2. The consolidated financial statements include the accounts of Eastern Virginia Bankshares, Inc ("EVB" or "the corporation") and its subsidiaries Southside Bank, Bank of Northumberland, Inc., and Hanover Bank with all significant intercompany transactions and accounts being eliminated in consolidation. Hanover Bank, a denovo subsidiary, was organized during the first quarter of 2000 and opened in Mechanicsville, VA on May 22, 2000. 3. During the three months ended September 30, 2000, the corporation issued 4,847 shares of its common stock at a price of $16.00 per share, bringing year-to-date shares issued to 17,131, as a limited offering related to the opening of its Hanover Bank subsidiary. Prior to registration of the stock offering, the corporation repurchased 102,148 shares at an average cost of $18.46 per share during the first four months of the year. 4. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. 5. Earnings per share have been computed by dividing net income by the weighted average number of shares outstanding for the period. Weighted average shares used for the computation were 4,938,644 and 5,113,112 for the three month periods ended September 30, 2000 and 1999, and were 4,947,335 and 5,073,144 for the nine month periods ended September 30, 2000 and 1999. 6. EVB's amortized cost and estimated fair values of securities at September 30, 2000 are as follows: (in thousands) September 30, 2000 ------------------ Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ------------ ------------- ------------ ------------ Available for Sale: U.S. Government obligations $ 7,698 $ 2 $ 34 $ 7,666 Obligations of U.S. Government agencies 22,396 20 453 21,963 Obligations of state/political subdivisions-tax exempt 36,324 263 415 36,172 Obligations of state/political subdivisions-taxable 7,033 21 93 6,961 Corporate bonds 4,226 - 61 4,165 Equity securities 1,688 - - 1,688 ------- ---- ------ ------- Total $79,365 $306 $1,056 $78,615 ------- ---- ------ ------- 6 Note 7. EVB's loan portfolio is composed of the following: (in thousands) September 30 December 31 2000 1999 -------- -------- Real estate - construction $ 8,948 $ 8,267 Real estate - mortgage 159,929 152,905 Commercial real estate 36,427 33,103 Commercial, industrial and agricultural loans 31,135 31,003 Consumer loans 57,939 51,890 All other loans 476 460 -------- -------- Total loans 294,854 277,628 Less unearned income (4,096) (3,770) Less allowance for loan losses (4,353) (4,154) -------- -------- Total net loans $286,405 $269,704 -------- -------- EVB has $2.4 million in non-performing loans at September 30, 2000. Note 8. Allowance for Loan Losses September 30 December 31 September 30 2000 1999 1999 ------ ------ ------ Balance at beginning of year $4,154 $3,860 $3,860 Provision charged against income 398 510 372 Recoveries of loans charged off 245 250 194 Loans charged off (444) (466) (322) ------ ------ ------ Balance at end of period $4,353 $4,154 $4,104 ------ ------ ------ Note 9. Accounting Rule Changes There were no new Financial Accounting Standards Board promulgations in the third quarter of 2000 that will impact Eastern Virginia Bankshares, Inc. PART 1 - FINANCIAL INFORMATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's discussion and analysis of financial information is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Eastern Virginia Bankshares, Inc. ("EVB" or "the Corporation"). This discussion provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Company. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements presented elsewhere in this report. OVERVIEW AND FINANCIAL CONDITION Net income decreased 5.9% to $1,381,000 for the third quarter of 2000, compared to $1,468,000 for the same period in 1999. Earnings per share decreased 3.4% to $0.28 compared to $0.29 in the third quarter of 1999. Year-to-date earnings per share of $0.87 are down $.01 compared to the first nine months of 1999. Management projects earnings for the year 2000 to be slightly below the $1.17 earned in 1999; as the corporation absorbs approximately $600 thousand (pretax) of expense related to investments in imaging technology and startup of Hanover Bank. 7 Total assets on September 30, 2000 were $398.7 million, up $20.9 million or 5.5% from $377.8 million at December 31, 1999. For the quarter, total assets averaged $395.5 million or 7.0% above the third quarter 1999 average of $369.8 million. Total loans, net of unearned income, were $290.8 million at September 30, 2000, an increase of $ 16.9 million or 6.2 % from $ 273.9 million at December 31, 1999. Total loans net of the allowance for loan losses as a percent of total assets were 71.8% at September 30, 2000, as compared to 71.4% at December 31, 1999. Net loan volume for the first nine months of 2000 was $ 16.9 million as compared to $ 27.4 million for the first nine months of 1999. Decreased loan growth in 2000 versus 1999, although still strong, is related primarily to the higher interest rate environment. On September 30, 2000, the securities portfolio totaled $ 78.6 million, which was $9.5 million or 10.7 % less than at December 31, 1999. Funds that are invested in the securities portfolio are part of the effort to balance the interest rate risk. Federal funds sold were $10.5 million on September 30, 2000, compared to a net Federal funds purchased position of $1.5 million at December 31, 1999, a net increase of $12.0 million. This increase in Federal Funds Sold is primarily the result of management's decision to increase liquidity by moving part of the securities portfolio to a daily funds available position. During the third quarter of 2000, the corporation also reduced it's borrowing with the Federal Home Loan Bank of Atlanta, from $9 million at June 30, to $7 million at September 30, or $1 million below the $8 million outstanding at 1999 year end. Financial Accounting Standards Board Pronouncement # 115 requires the Company to show the effect of market changes in the value of securities available for sale (AFS). Effective with the beginning of the second quarter of 2000, the Boards of the subsidiary banks approved the transfer of all securities to the Available for Sale category, eliminating the former Held to Maturity classification. The market value of securities at September 30, 2000, was $ 78.6 million as compared to $43.3 million Available for Sale and $44.5 million Held to Maturity at year end 1999. The effect of the change in market value of AFS securities, net of income taxes, is reflected in a line titled Accumulated other comprehensive income in Stockholders' Equity, which was a negative $ 495 thousand at September 30, 2000, compared to a negative $ 671 thousand at 1999 year end. This $176 thousand decrease in the unrealized loss on securities is also reflected under the "Other Comprehensive Income" category on the Consolidated Statement of Changes in Shareholders' Equity Statement. This decrease in the unrealized loss on securities is the result of increased market values caused by market reaction to the recent perceived stabilization of interest rates. Total deposits of $344.6 million at quarter end represented an increase of $ 21.9 million or 6.8 % from $322.6 million at December 31, 1999. EVB offers attractive, yet competitive rates, to maintain a strong, stable deposit base. The third quarter reflected an increase in time deposits resulting primarily from the May opening of Hanover Bank. RESULTS OF OPERATIONS Eastern Virginia Bankshares reported decreased earnings for the third quarter of 2000. Net income for the quarter was $1.4 million , a decrease of $87 thousand from third quarter 1999 earnings of $1.5 million. Net income for the nine months ended September 30, 2000 decreased 4.6% to $4.3 million compared to $4.5 million for the same period in 1999. Net income for the quarter was impacted by decreasing net interest margin, and an increase in non interest expense of $329 thousand or 14.8%. Increased non interest expense was primarily the result of previously announced initiatives that saw the opening of a new subsidiary, Hanover Bank, in Mechanicsville in May, and the implementation of imaging technology in January, 2000. Earnings per share for the third quarter decreased a penny to $0.28 from $0.29 in the third quarter of 1999. Earnings per share were $0.87 for the nine months ended September 30, 2000, down one penny from the first nine months of 1999. Profitability as measured by the corporation's annualized return on average assets (ROA) was 1.40% for the quarter ended September 30. 2000, down from 1.59% for the same period of 1999. Annualized ROA for the first nine months of 2000 was 1.46% as compared to 1.67% for the first nine months of 1999 and 1.64% for the year ended December 31, 1999. A second key indicator of performance, the annualized return on average equity (ROE) for the three months ended September 30, 2000 was 12.96%, also down from 13.76% for the third quarter of 1999. ROE for the nine month period ended September 30, 2000, was 13.51%, compared to 14.01% for the first nine months of 1999, and 13.95% for the full year 1999. Net Interest Income Net interest income totaled $4.0 million for the quarter, a $32 thousand or 1.0% increase over the Company's performance for the third quarter of 1999. The increase in net interest income is a result of an increase in the average balance of interest earning assets partially offset by a decreased net interest margin. For the quarter ended September 30, 2000, the average balance of interest earning assets increased to $378.1 million from $354.5 million for the same quarter in 1999. The increase in average earning assets is a result of an increase of $27.7 million or 10.5% in the average balance of loans held in the corporation's loan portfolio, combined with a 1.0% increase in average securities and a 30% decrease in average federal funds sold. The increase in average loans is the result of strong loan demand and management's effort to 8 redirect a portion of its excess cash reserves (fed funds sold) into higher yielding assets. The net interest margin for the three month period ended September 30, 2000 was 4.43%, compared to 4.71% for the comparable period in the prior year. The decrease in net interest margin results from a 61 basis point increase in the cost of interest bearing funds from 4.20% in 1999 to 4.81% for the third quarter of 2000, while the yield on interest bearing assets on a taxable equivalent basis was up by only 28 basis points, from 8.14% to 8.42% for the same periods. The decrease in net interest margin was in line with industry results in an environment of increased interest rates and also was impacted by borrowing with the Federal Home Loan Bank of Atlanta. Net interest income for the nine months ended September 30, 200 was $12.1 million, an increase of $ 468 thousand, or 4.0% from $11.7 million for the same period in 1999. For the nine months ended September 30, 2000, average loans increased $31.4 million to $285.2 million compared to $253.8 million for the same period in 1999. The increase in average loans is the result of continuing strong loan demand and management's effort to redirect a portion of its excess cash reserves (Fed Funds Sold) into higher yielding assets. The 25 basis point decrease in net interest margin results from a 37 basis point increase in the cost of interest bearing funds from 4.19% in 1999 to 4.56% for the first nine months of 2000, while the yield on interest bearing assets on a taxable equivalent basis increased by only 13 basis points from 8.19% to 8.32% for the same periods. Noninterest Income Total noninterest income, excluding securities transactions, was $533 thousand for the quarter, a 12.2% increase from third quarter 1999 noninterest income of $475 thousand. There were no realized gains or losses on securities during the quarter of either year. Service charges on deposit accounts increased 20.5% compared to third quarter 1999 as the corporation returned to more normal growth after a service charge decrease in 1999 related to implementation of an overdraft protection product feature. Noninterest income, excluding securities transactions, for the nine months ended September 30, 2000 increased $246 thousand from $1.3 million in 1999 to $1.6 million in 2000, again the result of increased service charges. Noninterest Expense Total noninterest expense increased $ 329 thousand or 14.8 % from $2.22 million for the third quarter of 1999 to $2.55 million in 2000. Salary and benefits expense increased $220 thousand or 18.5% for the quarter vs. 1999, as the result of staffing of Hanover Bank and normal increases in salaries and benefits. Net occupancy expense showed a decrease of $81 thousand or 21% for the quarter vs. 1999 to $306 thousand compared to $387 thousand in the same period in the prior year, as assets reaching a fully depreciated level temporarily exceeded new fixed assets acquired All other noninterest expenses increased $190 thousand or 29.3% to $ 839 thousand for the third quarter of 2000 from $649 thousand for the same period in 1999, resulting primarily from the addition of Hanover Bank start up which accounted for a $180 thousand increase in the all other operating expense category. For the nine months ended September 30, 2000, total noninterest expense increased $1.06 million (16.4%) to $ 7.50 million from $ 6.44 million for the comparable period of 1999. The largest contributors to this increase are (1) salaries and benefits which increased $504 thousand to $4.0 million from $3.5 million for the first nine months of 1999, with $234 thousand of this increase attributed to the addition of Hanover Bank; occupancy and equipment expense which increased $36 thousand or 3.5% to $1.07 million, compared to $1.03 million for the same period of 1999, with depreciation expenses related to implementation of imaging technology making up this entire increase; and other noninterest expenses increasing $519 thousand or 27% to $2.44 million from $1.92 million at September 30, 1999. The primary other noninterest expense increases included: consultant fees up $110 thousand or 184% to $170 thousand; printing and supplies up $109 thousand or 39% to $391 thousand; directors' fees up $46 thousand or 40% to $160 thousand; state exam fee up $45 thousand or 125% to $81 thousand, partially because of payment timing differences; data processing up $44 thousand or 28% to $197 thousand; legal fees up $41 thousand or 68% to $101 thousand; telephone up $34 thousand or 28%, and advertising/marketing up $30 thousand or 17% to $207 thousand. Hanover Bank was responsible for $293 thousand or 49% of the increase in other noninterest expenses. 9 Income Taxes Income tax expense for the second quarter of 2000 was $471 thousand, compared to $606 thousand for the same period in 1999. Income taxes reflect an effective tax rate of 26.3% for the first nine months of 2000 as compared to 27.0% for the first nine months of 1999. Impact of the Year 2000 Issue As reported in EVB's annual report to shareholders, the Company encountered no problems related to the Year 2000 date change. Prior years' expenses related to hardware and software upgrades and training proved to be effective investments in ensuring quality customer service without interruption. ASSET QUALITY Asset quality continues to be good based on management review. Loan quality is the result of management employing conservative loan underwriting standards while meeting the needs of customers. Total nonperforming assets, which consist of nonaccrual loans and foreclosed properties were $2.4 million at September 30, 2000, compared to $2.1 million at year end 1999, reflecting a year-to-date increase in nonperforming assets of 14.6%. Nonperforming assets are composed largely of real estate mortgage loans secured by residential real estate in the Corporation's market area. Based on estimated fair values of the related real estate, management considers these amounts recoverable, with any individual deficiency well covered by the allowance for loan losses. Total loan charge-offs, less recoveries, amounted to $ 116 thousand for the quarter and $199 thousand for the first nine months of 2000, representing an annualized ratio of net charge-offs to total average loans, net of unearned income, of 0.16 % and 0.09% for the three and nine month periods ended September 30, 2000. This compares to 1999 full year charge-offs of $216 thousand or 0.08% of average loans. The allowance for loan losses increased to $4.35 million at September 30, 2000, as compared to $4.15 million at December 31, 1999. The allowance increased $ 199 thousand in the first nine months of 2000 compared to $244 thousand for the first nine months of 1999. The increase in the allowance for loan losses during both periods was the result of increased lending activity in the loan portfolio. The ratio of allowance for loan losses to total loans was 1.50 % at September 30, 2000, and 1.52% at year end 1999. 10 Nonperforming loans at September 30, 2000 were $ 1.7 million, or 0.60 % of total loans, compared to $1.8 million or 0.67% at 1999 year end. Also included in nonperforming loans are loans considered impaired on which management is concerned about the ability of the customer to repay the loan and related interest at the original contractual terms. At September 30, 2000, the corporation had no loans classified as impaired. Interest income recognized on impaired loans as of September 30, 2000, was less than $ 1 thousand. Loans past due 90 days or more and still accruing interest because they were well secured and in the process of collection were $818 thousand at September 30, 2000, compared to $1.35 million at December 31, 1999. Nonperforming Assets September 30 December 31 ------------------- ----------------- 2000 1999 ------- ------- Nonaccrual loans $ 1,746 $ 1,822 Restructured loans - - Other real estate owned 620 243 ------- ------- Total nonperforming assets $ 2,366 $ 2,065 ------- ------- Loans past due 90 days and accruing interest $ 818 $ 1,345 Nonperforming assets to total loans and other real estate 0.81% 0.75% Allowance for loan losses to nonaccrual loans 249.31% 227.99% Allowance for loan losses to period end loans 1.50% 1.52% EVB closely monitors those loans that are deemed to be potential problem loans. Loans are viewed as potential problem loans according to the ability of such borrowers to comply with current repayment terms. These loans are subject to constant management attention, and their status is reviewed on a regular basis. The potential problem loans identified at September 30, 2000 are generally secured by residential and commercial real estate with appraised values that exceed the principal balance. At September 30, 2000, potential problem loans were approximately $ 915 thousand including 4 lending relationships with principal balances in excess of $100,000 which had an aggregate principal balance outstanding of $435 thousand. LIQUIDITY Liquidity represents the Company's ability to meet present and future deposit withdrawals, to fund loans, to maintain reserve requirements and to operate the organization. To meet its liquidity needs, EVB maintains cash reserves, primarily as federal funds sold and has an adequate flow of funds from maturing loans, securities and short-term investments. In addition, EVB's subsidiary banks maintain borrowing arrangements with major regional banks, and the Federal Home Loan Bank. As a measure to further enhance liquidity, the Corporation reclassified all held-to-maturity securities to the available-for-sale category effective with the beginning of the second quarter. Management considers its sources of liquidity to be ample to meet its estimated liquidity needs. CAPITAL RESOURCES EVB's strong capital position provides the resources and flexibility to support asset growth, absorb potential losses and to expand the Company's franchise when appropriate. The Company's risk-based capital position at September 30, 2000 was $44.21 million, or 17.08% of risk-weighted assets, for Tier 1 capital and $47.44 million, or 18.41% for total risk based capital. Tier 1 capital consists primarily of common shareholders' equity, while total risk based capital adds a portion of the allowance for loan losses to Tier 1. Risk weighted assets are determined by assigning various levels of risk to different categories of assets and off-balance sheet activities. Under current risk based capital standards, all banks are required to have Tier 1 Capital of at least 4% and total capital of 8%. Inflation In financial institutions, unlike most other industries, virtually all of the assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on a bank's performance than the effects of general 11 levels of inflation. While interest rates are significantly impacted by inflation, neither the timing nor the magnitude of the changes are directly related to price level movements. The impact of inflation on interest rates, loan demand, and deposits are reflected in the consolidated financial statements. Forward-Looking Statements "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The information set forth above includes "forward-looking" statements. Although EVB believes that its expectations concerning certain statements that are not historical facts are based upon reasonable assumptions within the bounds of its knowledge of its business and operations, these forward-looking statements are subject to uncertainties which could cause actual results to differ materially from historical results or those anticipated. Therefore readers are cautioned not to place undue reliance on forward-looking statements. PART I - FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes in market risk since 1999 year end. FORM 10-Q PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings to which the registrant or any of its subsidiaries, directors or officers is a party or by which they, or any of them, are threatened. The only litigation in which EVB and its subsidiaries are involved are collection suits involving delinquent loan accounts in the normal course of business. Item 2. Changes in Securities (not applicable) Item 3. Defaults Upon Senior Securities (not applicable) Item 4. Submission of Matters to a Vote of Security Holders (not applicable) Item 5. Other Information (not applicable) Item 6. Exhibits and Reports on Form 8-K Exhibit No. Exhibit Name - ----------- ------------------------------------------------------------------ 11 Statement re: Computation of Per Share Earnings - Included under Part I, Item I, Note 5 of this Form 10-Q. 27 Financial Data Schedule - Included herein as Exhibit 27 on page 13 b) No reports on Form 8-K were filed during the third quarter of 2000. SIGNATURES 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. Eastern Virginia Bankshares, Inc. ___________________________________ /s/ Thomas M. Boyd, Jr. President and Chief Executive Officer ___________________________________ /s/ Thomas E. Stephenson Executive Vice President, Chief Financial Officer Date: October 26, 2000 12