SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ______________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2001 Commission File No. 0-13100 ______________ COMMUNITY BANKSHARES INCORPORATED (Exact name of registrant as specified in its charter) Virginia 54-1290793 (State of incorporation) (I.R.S. Employer Identification No.) 11500 West Broad Street, P. O. Box 29569, Richmond, Virginia 23242 ------------------------------------------------------------------ (Address of principal executive offices) (804) 360-2222 (Registrant's telephone number) ______________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of exchange on which registered ------------------- ------------------------------------ Common Stock, $3.00 par value NASDAQ ______________ Securities registered pursuant to Section 12(G) of the Act: None Indicate by a 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 common stock of the Registrant outstanding as of September 30, 2001 was 2,782,676. COMMUNITY BANKSHARES INCORPORATED --------------------------------- FORM 10-Q Septemberber 30, 2001 INDEX Page ---- Part I. Financial Information Item 1. Consolidated Balance Sheets as of September 30, 2001 (Unaudited) and December 31, 2000.............................. 3 Consolidated Statements of Income for the three months and nine months ended September 30, 2001 and 2000 (Unaudited) .......... 4 Consolidated Statements of Changes in Stockholders' Equity for the three months and nine months ended September 30, 2001 and 2000 (Unaudited)........................................... 5 Consolidated Statements of Cash Flows for the nine months ended September 30, 2001 and 2000 (Unaudited)........... 6 Notes to Consolidated Statements (Unaudited)................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................ 8 Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk.................................................... 12 Part II. Other Information Item 1. Legal Proceedings.............................................. 12 Item 2. Changes in Securities.......................................... 12 Item 3. Defaults Upon Senior Securities................................ 12 Item 4. Results of Votes of Security Holders........................... 12 Item 5. Other Information.............................................. 12 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - Financial Data Schedule, Exhibit 27............. 12 (b) Reports on Form 8-K........................................ 12 2 CONSOLIDATED BALANCE SHEETS Community Bankshares Incorporated and Subsidiary (Unaudited) September 30, December 31, (In thousands, except share data) 2001 2000 - -------------------------------------------------------------------------------------------------------------------------------- ASSETS - -------------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents: Cash and due from banks $ 20,448 $ 13,188 Federal funds sold 32,780 15,583 - -------------------------------------------------------------------------------------------------------------------------------- Total cash and due from banks 53,228 28,771 - -------------------------------------------------------------------------------------------------------------------------------- Securities available for sale, at fair value 44,962 57,700 Securities held to maturity (fair value, $4,727 - September 30, 2001; $5,351 - December 31, 2000) 4,582 5,345 Total loans 293,762 292,069 Allowance for loan losses (3,238) (3,176) - -------------------------------------------------------------------------------------------------------------------------------- Net loans 290,524 288,893 - -------------------------------------------------------------------------------------------------------------------------------- Bank premises and equipment, net 7,214 7,413 Accrued interest receivable 2,129 2,788 Other real estate owned 1,179 1,046 Other assets 3,393 4,083 - -------------------------------------------------------------------------------------------------------------------------------- Total assets $ 407,211 $ 396,039 ================================================================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------------------------------------------------------- Deposits: Noninterest-bearing deposits $ 62,757 $ 55,869 Interest-bearing deposits 298,960 296,662 - -------------------------------------------------------------------------------------------------------------------------------- Total deposits 361,717 352,531 - -------------------------------------------------------------------------------------------------------------------------------- Accrued interest payable 1,081 1,396 Other liabilities 992 2,586 Guaranteed ESOP debt 500 763 - -------------------------------------------------------------------------------------------------------------------------------- Total liabilities 364,290 357,276 - -------------------------------------------------------------------------------------------------------------------------------- Commitments and contingent liabilities STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------------------------------------------------------- Common stock, par value $3 per share, authorized 20,000,000 shares, shares issued September 30, 2001 - 2,782,676; December 31, 2000 - 2,735,576 8,348 8,207 Capital surplus 3,954 3,901 Retained earnings 30,668 28,164 Accumulated other comprehensive income (loss), net of tax 451 (746) Unearned ESOP shares (500) (763) - -------------------------------------------------------------------------------------------------------------------------------- Total stockholders' equity 42,921 38,763 - -------------------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 407,211 $ 396,039 ================================================================================================================================ See Notes to Consolidated Financial Statements. 3 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Community Bankshares Incorporated and Subsidiary Three Months Ended Nine Months Ended September 30, September 30, ---------------------------------------------------------------- (In thousands, except share data) 2001 2000 2001 2000 - ---------------------------------------------------------------------------------------------------------------------------------- Interest Income - ---------------------------------------------------------------------------------------------------------------------------------- Interest and fees on loans $ 6,333 $ 6,734 $ 19,766 $ 19,439 Interest on securities: U.S. government and agencies 612 792 1,973 2,421 States and political subdivisions 117 170 458 517 Other 13 74 42 153 Interest on federal funds sold 265 297 732 525 - ---------------------------------------------------------------------------------------------------------------------------------- Total interest income 7,340 8,067 22,971 23,055 - ---------------------------------------------------------------------------------------------------------------------------------- Interest Expense - ---------------------------------------------------------------------------------------------------------------------------------- Interest on deposits 3,224 3,802 10,711 10,172 Interest on federal funds purchased - 2 - 82 - ---------------------------------------------------------------------------------------------------------------------------------- Total interest expense 3,224 3,804 10,711 10,254 - ---------------------------------------------------------------------------------------------------------------------------------- Net interest income 4,116 4,263 12,260 12,801 Provision for loan losses 90 130 290 529 - ---------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 4,026 4,133 11,970 12,272 - ---------------------------------------------------------------------------------------------------------------------------------- Noninterest Income - ---------------------------------------------------------------------------------------------------------------------------------- Service charges on deposit accounts and other fees 545 619 1,694 1,768 Securities gains 20 - 40 8 Gain on sale of other real estate - - 24 127 Other operating income 143 36 425 95 - ---------------------------------------------------------------------------------------------------------------------------------- Total noninterest income 708 655 2,183 1,998 - ---------------------------------------------------------------------------------------------------------------------------------- Noninterest Expense - ---------------------------------------------------------------------------------------------------------------------------------- Salaries and benefits 1,717 1,692 5,099 4,803 Occupancy and equipment expense 499 315 1,414 965 Other operating expense 675 695 1,934 2,064 - ---------------------------------------------------------------------------------------------------------------------------------- Total noninterest expense 2,891 2,702 8,447 7,832 - ---------------------------------------------------------------------------------------------------------------------------------- Earnings - ---------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 1,843 2,086 5,706 6,438 Income tax expense 512 692 1,590 2,037 - ---------------------------------------------------------------------------------------------------------------------------------- Net Income $ 1,331 $ 1,394 $ 4,116 $ 4,401 ================================================================================================================================== Earnings Per Share - ---------------------------------------------------------------------------------------------------------------------------------- Net income per common share: Basic $ 0.48 $ 0.51 $ 1.49 $ 1.62 Diluted $ 0.47 $ 0.50 $ 1.46 $ 1.59 Average shares outstanding: Basic 2,778,387 2,730,022 2,752,550 2,730,022 Diluted 2,778,107 2,783,060 2,816,497 2,756,963 ================================================================================================================================== See Notes to Consolidated Financial Statements. 4 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Community Bankshares Incorporated and Subsidiary Accumulated Other Unearned Common Capital Retained Comprehensive ESOP (In thousands, except per share data) Stock Surplus Earnings Income (Loss) Shares Total - ------------------------------------------------------------------------------------------------------------------------------- Balance, January 1, 2001 $ 8,207 $ 3,901 $ 28,164 $ (746) $ (763) $ 38,763 - ------------------------------------------------------------------------------------------------------------------------------- Comprehensive income: Net income 4,116 4,116 Other comprehensive income: Net unrealized securities gains arising during the period, net of deferred income taxes of $630 1,223 1,223 Less reclassification adjustment for gains included in net income, net of income taxes of $14 (26) (26) ----------- Total comprehensive income 5,313 ----------- Issuance of common stock pursuant to exercise of stock options 141 191 332 Cash settlement of options (138) (138) Cash dividends declared - $.60 per share (1,656) (1,656) Release of ESOP Shares 44 263 307 - ------------------------------------------------------------------------------------------------------------------------------- Balance, September 30, 2001 $ 8,348 $ 3,954 $ 30,668 $ 451 $ (500) $ 42,921 =============================================================================================================================== - ------------------------------------------------------------------------------------------------------------------------------- Balance, January 1, 2000 $ 8,140 $ 3,894 $ 24,513 $ (2,154) $ (229) $ 34,164 Comprehensive income: Net income 4,401 4,401 Other comprehensive income: Net unrealized securities gains arising during the period, net of deferred income taxes of $305 592 592 ----------- Total comprehensive income 4,993 ----------- Issuance of common stock pursuant to exercise of stock option plans 84 101 185 Cash settlement of options (10) (10) Common stock repurchased (15) (71) (86) Cash dividends declared - $.57 per share (1,558) (1,558) Leveraged ESOP stock purchase (646) (646) - ------------------------------------------------------------------------------------------------------------------------------- Balance, September 30, 2000 $ 8,209 $ 3,914 $ 27,356 $ (1,562) $ (875) $ 37,042 =============================================================================================================================== See Notes to Consolidated Financial Statements. 5 CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Community Bankshares Incorporated and Subsidiary (In thousands) Nine Months Ended September 30, 2001 2000 - ---------------------------------------------------------------------------------------------------------------------- Operating Activities Net income $ 4,116 $ 4,401 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 656 357 Deferred income taxes 95 (105) Provision for loan losses 290 529 Provision for losses on other real estate owned 10 18 Accretion of investment securities (72) (79) Gain on sale of securities (40) (8) Gain on sale of other real estate (24) (127) Gain on sale of bank premises and equipment (2) - Release of ESOP shares 44 - Changes in operating assets and liabilities: (Increase) decrease in accrued interest receivable 659 (372) Increase (decrease) in accrued expenses (315) 513 Net change in other operating assets and liabilities (1,944) (578) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 3,473 4,549 - ---------------------------------------------------------------------------------------------------------------------- Investing Activities Proceeds from maturity and redemption of securities held to maturity 764 196 Proceeds from maturity, redemption and sale of securities available for sale 14,835 3,419 Purchase of investment securities available for sale (167) (641) Net increase in loans (2,312) (14,372) Proceeds from the sale of other real estate 440 1,266 Proceeds from sale of property and equipment 2 - Capital expenditures (457) (1,699) (Increase) decrease in other assets 323 (287) Purchase of other real estate (168) (1,124) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities 13,260 (13,242) - ---------------------------------------------------------------------------------------------------------------------- Financing Activities Net increase in deposits 9,186 35,803 Cash settlement of options (138) (10) Decrease in federal funds purchased - (3,597) Dividends paid (1,656) (1,558) Common stock repurchased - (86) Net proceeds from issuance of common stock 332 185 - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 7,724 30,737 - ---------------------------------------------------------------------------------------------------------------------- Increase in cash and cash equivalents 24,457 22,044 Cash and cash equivalents at beginning of year 28,771 17,564 - ---------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 53,228 $ 39,608 ====================================================================================================================== See Notes to Consolidated Financial Statements. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Accounting Policies The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all of the disclosures and notes required by generally accepted accounting principles. In the opinion of management, all material adjustments (which are of a normal recurring nature) considered necessary for a fair presentation have been made. The results for the interim period are not necessarily indicative of the results to be expected for the entire year or any other interim period. The information reported herein should be read in conjunction with the Notes to Consolidated Financial Statements included in the Company's Annual Report for the year ended December 31, 2000. Certain previously reported amounts have been reclassified to conform to current presentations. 7 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Community Bankshares Incorporated (the "Company" and "Community Bankshares"), a Virginia corporation, is a bank holding company headquartered in Richmond, Virginia. The Company serves the marketplace primarily through its wholly owned banking subsidiary, Commerce Bank (the "Bank"), a Virginia chartered, Federal Reserve member commercial bank. The Bank's deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the extent provided by law. Commerce Bank is supervised and examined by the Federal Reserve and the Bureau of Financial Institutions of the State Corporation Commission of the Commonwealth of Virginia (the "SCC"). At September 30, 2001, the Bank operated thirteen branches in the cities of Richmond, Petersburg, and Colonial Heights, and the counties of Chesterfield, Henrico, Hanover and Goochland. Through Commerce Bank's network of banking facilities, Community Bankshares provides a wide range of commercial banking services to individuals, small to medium-sized businesses, institutions and governments, located in Virginia. The Company conducts substantially all of the business operations of a typical independent commercial bank, including the acceptance of checking and savings deposits, the making of commercial, real estate, personal, home improvement, automobile and other installment loans. The Company also offers other related services, such as traveler's checks, safe deposit boxes, depositor transfer, customer note payment, collection, notary public, escrow, drive-in and ATM facilities, and other customary banking services. Community Bankshares does not offer trust services. The following discussion provides information about the major components of the financial condition, results of operations, asset quality, liquidity, and capital resources of Community Bankshares Incorporated. The discussion and analysis should be read in conjunction with the Consolidated Financial Statements. FINANCIAL CONDITION Total assets as of September 30, 2001 were $407.2 million, up $11.2 million from year-end 2000. Federal funds sold, accounting for the majority of the increase, grew $17.2 million. Total loans also contributed to the growth in total assets from year-end 2000, increasing $1.7 million to $293.8 million. Commercial loan categories accounted for the largest portion of the increase. Compared to September 30, 2000, total assets increased $12.6 million or 3.2%, and total loans increased $13.5 million or 4.8% at September 30, 2001. Total securities available for sale as of September 30, 2001 were $45.0 million, down $12.7 million or 22.1%, primarily due to an increase in the volume of government securities being called by the issuing agencies as a result of the current interest rate environment. Approximately $11.5 million of government agency securities (i.e., FNMA, FHLMC, etc.) were called during the first nine months of 2001. The current rate environment has positively affected the market value of the securities available for sale portfolio, increasing the market value by approximately $1.2 million since December 31, 2000. Total deposits as of September 30, 2001 stood at $361.7 million, an increase of $9.2 million or 2.6% over the $352.5 million recorded at December 31, 2000. Approximately $6.9 million of this increase was attributable to growth in noninterest-bearing deposits. Total interest-bearing deposits were $299.0 million at quarter-end September 2001, up $2.3 million since year-end 2000. Compared to September 30, 2000, total deposits increased $7.5 million or 2.1%. RESULTS OF OPERATIONS Net income for the three months ended September 2001 totaled $1.3 million, or $.47 per diluted share, compared with $1.4 million, or $.50 per diluted share, a year earlier. The decline was primarily due to the narrowing of the Company's net interest margin. The most notable factor being the effect the Federal Reserve Board's continued reductions in the federal funds rate of interest has 8 had on overall interest rates. The third quarter of 2001 effectively incurred three changes in the prime interest rate including the 25 basis point reduction by the Federal Reserve on June 28, 2001. Net income for the nine months ended September 30, 2001 was $4.1 million, or $1.46 per diluted share, compared with $4.4 million or $1.59 per diluted share for the same period in 2000. Net interest income, the difference between the interest earned and interest paid, is the largest component of the Company's earnings and changes in it have the greatest impact on net income. Variations in the volume and mix of assets and liabilities and their relative sensitivity to interest rate movements determine changes in net interest income. Total interest income for the third quarter of 2001 was $727 thousand or 9.0% lower than the prior year quarter. The primary factors effecting interest income was the additional 75 basis point reduction in the prime interest rate, together with continued contraction in loan demand during the quarter resulting primarily from further softening of the economy. Additionally, during the third quarter approximately $4.4 million in investment securities were called resulting in lower earnings on the Company's securities portfolio. Total interest expense for the quarter ended September 30, 2001 decreased 15.2% to $3.2 million, down $580 thousand over the same period one year earlier. This decrease was due primarily to a decrease in the rate paid on interest-bearing liabilities, principally certificates of deposit maturing in less than two years, for the comparable periods. For the three months ended September 30, 2001, noninterest income increased 8.1% to $708 thousand compared to the same period for 2000. Noninterest expense of $2.9 million for the quarter, reflected an increase of $189 thousand or 7.0% over the same prior year period. Salaries and employee benefits, the largest component of noninterest expense, reflected a modest increase of 1.5% to $1.7 million due to higher staffing levels and normal merit increases. Occupancy and equipment costs were up $184 thousand, due mainly to higher occupancy and equipment costs related to the Company's new data processing and operating systems housed in the operations center opened during the later part of third quarter 2000. Reflecting the sustained soft economic environment, total interest income for the nine months ended September 2001 declined $84 thousand to $23.0 million, a decrease of 0.4% over the comparable prior year period. This decrease was principally driven by the $13.5 million decline in total investment securities to $49.5 million. Interest income derived from increased loan volume was sufficient to offset reduced interest income, attributed essentially to the eight reductions in prime rate that occurred over the comparable periods. The Company's prime interest rate was 350 basis points lower on September 30, 2001 than a year earlier. Total interest expense increased 4.5%, or $457 thousand, to $10.7 million for the nine months ended September 2001, the lowest year-to-date comparative increase for 2001. The modest growth in interest-bearing deposit balances at period-end reflect the Company's decision to be less price-competitive on many of its deposit products, in particular, certificate of deposits maturing in twelve to eighteen months. The volume increase in the Company's fifteen-month deposit product during the second and third quarters of 2000 was the primary expense driver contributing to the compression of the net interest margin for the comparable year-to-date periods. The majority of the fifteen-month certificates of deposit issued during 2000 matured during the third quarter of this year. The re-pricing of this and other deposit products that has occurred over the past 90 days should have a positive effect on the net interest margin during the fourth quarter of this year. Noninterest-bearing deposits grew to $62.8 million as of September 30, 2001, an increase of $6.9 million, or 12.3%, from year-end 2000. Noninterest income increased 9.3%, or $185 thousand, to $2.2 million for the first nine months of 2001. Noninterest expense increased 7.9%, or $615 thousand, to $8.4 million over the same period. This increase was primarily due to higher occupancy and equipment cost related to the Company's new data processing and operating systems mentioned earlier. Increased salary and benefit costs resulting from higher staffing levels and merit increases was responsible for the remainder of the growth in noninterest expense. 9 ASSET QUALITY The allowance for loan losses represents management's estimate of an amount adequate to absorb potential future losses inherent in the loan portfolio. In assessing the adequacy of the allowance, management relies predominately on its ongoing review of the lending process and the risk characteristics of the portfolio in the aggregate. Among other factors, management considers the Company's loan loss experience, the amount of past-due loans, current and anticipated economic conditions, and the estimated current values of collateral securing loans in assessing the level of the allowance for loan losses. The allowance for loan losses totaled $3.2 million as of September 30, 2001. The allowance for loan losses to period end loans was 1.10% at September 30, 2001 compared to 1.09% at December 31, 2000 and 1.14% September 30, 2000. The provision for loan losses was $90 thousand for the third quarter of 2001, raising to total amount provided for the year to $290 thousand. Net charge-offs were $93 thousand for the third quarter of 2001 bringing total net charge-offs for the year to $228 thousand or 0.10% of average loans on an annualized basis. Nonperforming assets, which consist of nonaccrual loans, loans 90 days or more past due, and other real estate owned, were $4.1 million at quarter-end September 2001, higher by $618 thousand compared to year-end 2000. Nonaccrual loans totaled $1.1 million, an increase of $367 thousand over December 31, 2000. Loans past due 90 days or more totaled $1.8 million at September 30, 2001, up $118 thousand from year-end 2000, and other real estate owned at $1.2 million, was up $133 thousand from year-end 2000. Management does not expect to incur any material losses related to nonperforming assets. LIQUIDITY In determining the Company's liquidity requirements, both sides of the balance sheet are managed to ensure that adequate funding sources are available to support loan growth, deposit withdrawals or any unanticipated need for funds. Securities available for sale that mature within one year, or have a weighted average life of one year are sources of liquidity. Anticipated mortgage-backed securities paydowns and maturing loans also generate cashflows to meet liquidity requirements. Wholesale funding sources are also used to supply liquidity such as federal funds purchased and large denomination certificates of deposit. The Company considers its sources of liquidity to be adequate to meet its anticipated needs. CAPITAL RESOURCES Community Bankshares capital position provides the necessary assurance required to support anticipated asset growth and to absorb potential losses. The Company's Tier I capital was $42.5 million at September 30, 2001, or 13.43% of risk-weighted assets. Total risk-based capital was $45.8 million or 14.45% of risk-weighted assets. Tier I capital consists primarily of common stockholders' equity, while total risk-based capital includes the allowance for loan losses. 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 I capital of at least 4% and total capital of 8%. OTHER INFORMATION On September 21, 2001, the Company announced it had signed a definitive agreement for the acquisition of Community Bankshares by SouthTrust Corporation headquartered in Birmingham, Alabama. The proposed merger would include an 10 exchange of 1.5608 shares of SouthTrust stock for each outstanding share of Community Bankshares stock. Community Bankshares' shareholders will have the right to exchange up to 40 percent of total outstanding shares for $34.03 per share in cash. The proposed merger, which is subject to certain conditions, including shareholder and regulatory approvals, is expected to be completed in the fourth quarter of 2001. SouthTrust Corporation ( www.southtrust.com ) is a $47 billion regional bank holding company that operates more than 650 banking and loan offices and 800 ATMs in nine southern states. A WARNING ABOUT FORWARD-LOOKING STATEMENTS This Form 10-Q contains forward-looking statements. The Company may also make written forward-looking statements in periodic reports to the Securities and Exchange Commission, proxy statements, offering circulars and prospectuses, press releases and other written materials and oral statements made by Community Bankshares' officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. These statements are based on beliefs and assumptions of the Company's management, and on information currently available to such management. Forward-looking statements include statements preceded by, followed by or that include the words "believes," "expects," "estimates," "anticipates," "plans," or similar expressions. Forward- looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. Management cautions the readers that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: competitive pressures among depository and other financial institutions may increase significantly; changes in the interest rate environment may reduce margins; general economic or business conditions may lead to a deterioration in credit quality or a reduced demand for credit; legislative or regulatory changes, including changes in accounting standards, may adversely affect the business in which Community Bankshares is engaged; changes may occur in the securities markets; and competitors of the Company may have greater financial resources and develop products that enable such competitors to compete more successfully than Community Bankshares. Other factors that may cause actual results to differ from the forward-looking statements include the following: the timely development of competitive new products and services by the Company and the acceptance of such products and services by customers; changes in consumer spending and savings habits; the effects of competitors' pricing policies; the Company's success in managing the costs associated with the expansion of existing distribution channels and developing new ones, and in realizing increased revenues from such distribution channels, including cross-selling initiatives; and mergers and acquisitions and their integration into the Company and management's ability to manage these other risks. Management of Community Bankshares believes these forward-looking statements are reasonable; however undue reliance should not be placed on such forward-looking statements, which are based on current expectations. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. The future results and stockholder values of Community Bankshares may differ materially from those expressed in forward- looking statements contained in this report. Many of the factors that will determine these results and values are beyond the Company's ability to control or predict. 11 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes from the information provided in the December 31, 2000 Form 10-K. Part II. OTHER INFORMATION Item: 1 Legal proceedings There are no material legal proceedings to which the Registrant or its subsidiary are involved in other than legal proceedings occurring in the ordinary course of business, which are deemed immaterial. 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 Current Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K Community Bankshares filed one Current Report of Form 8-K during the period from July 1, 2001 to the date of the filing of this report. -- Current Report on Form 8-K, dated September 27, 2001, announcing the signing on September 21, 2001 of a definitive agreement for the acquisition of Community Bankshares by SouthTrust Corporation. 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 thereto duly authorized. COMMUNITY BANKSHARES INCORPORATED /s/Nathan S. Jones, 3rd - ----------------------- Nathan S. Jones, 3rd President and Chief Executive Officer /s/Ray A. Fleming - ----------------- Ray A. Fleming Chief Financial Officer Date: November 14, 2001 12