1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 10-QSB (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996. OR TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ---------------- Commission File No. 33-19735-A COMMUNITY BANCSHARES, INC. - -------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) North Carolina 56-1693841 - ------------------------- ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 1600 Curtis Bridge Road Wilkesboro, North Carolina 28679 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (910) 903-0600 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date. Common stock, $3.00 par value per share 1,283,886 shares issued and outstanding as of November 9, 1996. (Page 1 of 15) 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA CONSOLIDATED BALANCE SHEETS ASSETS Sept. 30, December 31, --------- ------------ 1996 1995 ---- ---- (Unaudited) (Unaudited) ----------- ----------- Cash and due from banks $ 3,051,830 $ 1,881,264 Federal funds sold 4,150,000 67,922 ----------- ----------- Total cash and cash equivalents $ 7,201,830 $ 1,949,186 Securities: Available-for-sale, at estimated market values 8,645,523 7,013,048 Held-to-maturity (Estimated market values of $5,503,339 (9-30-96) and $6,835,210 (12-31-95) 5,583,791 6,809,508 Loans, net 47,451,753 36,313,575 Investment in Community Mortgage 7,526 16,954 Property and equipment 222,319 225,597 Other assets 665,922 593,389 ----------- ----------- Total Assets $69,778,664 $52,921,257 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits Non-interest bearing deposits $ 3,682,185 $ 4,026,059 Interest bearing deposits 56,109,839 44,157,107 ----------- ----------- Total deposits $59,792,024 $48,183,166 Other liabilities 827,131 694,965 ----------- ----------- Total Liabilities $60,619,155 $48,878,131 ----------- ----------- Commitments & Contingencies Shareholders' Equity: Common stock - $3.00 par value, 10,000,000 shares authorized; 1,283,886 (9-30-96) and 781,786 (12-31-95) shares issued and outstanding $ 3,851,658 $ 2,345,358 Paid-in-capital 5,307,078 1,868,236 Retained earnings (deficit) 46,345 (187,710) Unrealized (loss) on securities available-for-sale (45,572) 17,242 ----------- ----------- Total Shareholders' Equity $ 9,159,509 $ 4,043,126 ----------- ----------- Total Liabilities and Shareholders' Equity $69,778,664 $52,921,257 =========== =========== Refer to notes to the consolidated financial statements. 2 3 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA INCOME STATEMENTS (UNAUDITED) For the nine months ended September 30, -------------------- 1996 1995 ---------- --------- Interest income $3,684,720 $2,884,315 Interest expense 2,013,354 1,560,950 ---------- ---------- Net interest income $1,671,366 $1,323,365 Provision for possible loan losses 152,500 103,213 ---------- ---------- Net interest income (loss) after provision for possible loan losses $1,518,866 $1,220,152 ---------- ---------- Other income: Service fees and other charges $ 99,360 $ (7,875) Gain on sale of securities 1,089 73,536 ---------- ---------- Total other income $ 100,449 $ 65,661 ---------- ---------- Operating expenses: Salaries and benefits $ 623,143 $ 465,828 Legal and professional 46,024 53,556 Depreciation 47,431 31,808 Amortization 18,053 18,052 Courier and postage 45,292 36,656 Rent expense 63,635 53,347 Data processing 78,219 62,432 Regulatory assessments 41,380 50,547 Other operating expenses 296,030 198,173 ---------- ---------- Total Expenses $1,259,207 $ 970,399 ---------- ---------- Income before taxes $ 360,108 $ 315,414 Income tax 126,053 134,292 ---------- ---------- Net Income $ 234,055 $ 181,122 ========== ========== Income per share $ .15 $ .19 ========== ========== Weighted average common stock equivalents 1,518,401 938,143 ========== ========== Refer to notes to the consolidated financial statements. 3 4 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA INCOME STATEMENTS (UNAUDITED) For the three months ended September 30, -------------------- 1996 1995 ---- ---- Interest income $1,341,135 $1,049,803 Interest expense 722,733 610,838 ---------- ---------- Net interest income $ 618,402 $ 438,965 Provision for possible loan losses 70,000 37,000 ---------- ---------- Net interest income after provision for possible loan losses $ 548,402 $ 401,965 ---------- ---------- Other income: Service fees and other charges $ 41,069 $ 35,507 Gain/(loss) on sale of securities -- (7,875) ---------- ---------- Total other income $ 41,069 $ 27,632 ---------- ---------- Operating expenses: Salaries and benefits $ 223,522 $ 158,621 Legal and professional 19,494 17,447 Depreciation 15,579 11,935 Amortization 6,018 6,017 Courier and postage 14,102 13,065 Rent expense 21,527 18,718 Data processing 27,442 21,960 Regulatory assessments 5,480 (2,909) Other operating expenses 102,794 67,657 ---------- ---------- Total Expenses $ 435,958 $ 312,510 ---------- ---------- Income before taxes $ 153,513 $ 117,087 Income tax 49,665 47,745 ---------- ---------- Net Income $ 103,848 $ 69,342 ========= ========== Income per share $ .07 $ .07 ========== ========== Weighted average common stock equivalents 1,580,425 938,143 ========== ========== Refer to notes to the consolidated financial statements. 4 5 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months ended September 30, ----------------- 1996 1995 ---- ---- Cash flows from operating activities: $ 505,047 $ 505,233 ------------ ------------ Cash flows from investing activities Purchase of equipment (44,153) (96,382) (Increase) in loans, net (11,290,678) (7,045,249) Securities, available-for-sale Sale of securities 1,616,300 1,243,547 Purchase of securities (4,476,695) (2,596,232) Maturities and pay-downs 1,163,106 1,560,700 Securities, held-to-maturity Purchase of securities (775,413) (4,404,928) Maturities and pay-downs 2,001,130 915,925 ------------ ------------ Net cash used in investing activities $(11,806,403) $(10,422,619) ------------ ------------ Cash flows from financing activities Increase in deposits $ 11,608,858 $ 8,320,134 Proceeds from sale of stock 4,945,142 62,020 ------------ ------------ Net cash provided from financing activities $ 16,554,000 $ 8,382,154 ------------ ------------ Net increase in cash and cash equivalents $ 5,252,644 $ (1,535,232) Cash and cash equivalents at beginning of period 1,949,186 4,613,843 ------------ ------------ Cash and cash equivalents at end of period $ 7,201,830 $ 3,078,611 ============ ============ Refer to notes to the consolidated financial statements. 5 6 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1996 NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in Form 10-KSB for the year ended December 31, 1995. NOTE 2 - SUMMARY OF ORGANIZATION Community Bancshares, Inc., Wilkesboro, North Carolina (the "Company"), was incorporated under the laws of the State of North Carolina on June 11, 1990, for the purpose of becoming a bank holding company with respect to a proposed national bank, Wilkes National Bank (the "Bank"), located in Wilkesboro, North Carolina. Upon commencement of the Bank's planned principal operations on January 17, 1992, the Company acquired 100 percent of the voting stock of the Bank by injecting $3,750,000 into the Bank's capital accounts. An additional $1,620,000 was injected into the Bank's capital accounts during 1996. In 1990 during its initial stages, the Company filed a Registration Statement on a Form S-1 with the Securities and Exchange Commission offering for sale a minimum of 365,000 and a maximum of 660,000 shares of its common stock, $6.00 par value per share. During 1995, the Company's common stock was split two-for-one and its par value was adjusted to $3.00 per share. On March 8, 1996, the Company offered for sale up to 500,000 of its $3.00 par value common stock. As of September 30, 1996, 500,000 shares of the Company's common stock were sold for an aggregate net proceeds of $4,934,243. As of September 30, 1996 and December 31, 1995, there were 1,283,886 and 781,786 outstanding shares of common stock, respectively. At the time the Company was organized, it offered warrants to its organizers and to a group of initial subscribers. Each warrant, when surrendered with $5.50 to the Company, is convertible 6 7 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1996 into one share of common stock. The warrants expire ten years from January 17, 1992. At September 30, 1996 and December 31, 1995, there were 385,114 and 386,914 outstanding warrants, respectively. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Reclassification. The consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. Basis of Accounting. The accounting and reporting policies of the Company conform to generally accepted accounting principles and to general practices in the banking industry. The Company uses the accrual basis of accounting by recognizing revenues when earned and expenses when incurred, without regarding the time of receipt or payment of cash. Investment Securities. The Company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investment in Debt and Equity Securities" ("SFAS 115") on January 1, 1994. SFAS 115 requires investments in equity and debt securities to be classified into three categories: 1. Held-to-maturity securities: These are securities which the Company has the ability and intent to hold until maturity. These securities are stated at cost, adjusted for amortization of premiums and the accretion of discounts. 2. Trading securities: These are securities which are bought and held principally for the purpose of selling in the near future. Trading securities are reported at fair market value, and related unrealized gains and losses are recognized in the income statement. 3. Available-for-sale securities: These are securities which are not classified as either held-to-maturity or as trading securities. These securities are reported at estimated market value. Unrealized gains and losses are reported, net of tax, as separate components of shareholders' equity. Unrealized gains and losses are excluded from the income statement. 7 8 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1996 Loans, Interest and Fee Income on Loans. Loans are stated at the principal balance outstanding. Unearned discount, unamortized loan fees and the allowance for possible loan losses are deducted from total loans in the statement of condition. Interest income is recognized over the term of the loan based on the principal amount outstanding. Points on real estate loans are taken into income to the extent they represent the direct cost of initiating a loan. The amount in excess of direct costs is deferred and amortized over the expected life of the loan. Loans are generally placed on non-accrual status when principal or interest becomes ninety days past due, or when payment in full is not anticipated. When a loan is placed on non-accrual status, interest accrued but not received is generally reversed against interest income. If collectibility is in doubt, cash receipts on non-accrual loans are not recorded as interest income, but are used to reduce principal. Allowance for Possible Loan Losses. The provisions for loan losses charged to operating expense reflect the amount deemed appropriate by management to establish an adequate reserve to meet the present and foreseeable risk characteristics of the current loan portfolio. Management's judgement is based on periodic and regular evaluation of individual loans, the overall risk characteristics of the various portfolio segments, past experience with losses and prevailing and anticipated economic conditions. Loans which are determined to be uncollectible are charged against the allowance. Provisions for loan losses and recoveries on loans previously charged-off are added to the allowance. The Company adopted Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," ("SFAS 114") on January 1, 1995. Under the new standard, a loan is considered impaired, based on current information and events, if it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. The adoption of SFAS 114 resulted in no change to the allowance for credit losses at January 1, 1995. 8 9 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1996 In October, 1994, FASB issued Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure" ("SFAS 118"). SFAS 118 amends SFAS 114 to allow a creditor to use existing methods for recognizing interest income on an impaired loan, rather than the methods prescribed in SFAS 114. Property and Equipment. Furniture, equipment and leasehold improvements are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight line method over the estimated useful lives of the related assets. Maintenance and repairs are charged to operations, while major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts, and gains or losses are included in income from operations. Organizational Costs. In accordance with FASB Statement No. 7, the Company and the Bank capitalized all direct organizational costs that were incurred in the expectation that they would generate future revenues or otherwise be of benefit after the Bank commenced operations. These capitalized costs are amortized over a sixty-month period using the straight line method. As of September 30, 1996 and December 31, 1995, total organizational costs, net of amortization, amounted to $8,023 and $26,076, respectively. Income Taxes. The consolidated financial statements have been prepared on the accrual basis. When income and expenses are recognized in different periods for financial reporting purposes and for purposes of computing income taxes currently payable, deferred taxes are provided on such temporary differences. Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax return. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. 9 10 COMMUNITY BANCSHARES, INC. WILKESBORO, NORTH CAROLINA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1996 Statement of Cash Flows. For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and federal funds sold. Generally, federal funds are purchased or sold for one-day periods. Income Per Share. The weighted average number of shares outstanding as well as all common stock equivalents must be considered for purposes of computing earnings per share. Note that common stock equivalents are securities that enable their holders to obtain additional shares of common stock. Options and warrants are common stock equivalents. They are used in the computation of earnings per share only if, upon exercise, they dilute earnings per share by 3% or more. To compute earnings per share, adjusted net income is divided by the sum of weighted average common stock outstanding and common stock equivalents. 10 11 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Liquidity and Sources of Capital The Company commenced its planned principal operations on January 17, 1992 when its subsidiary Bank opened for business. During the period from February 1, 1990 to January 17, 1992, the Company was in the development stage as it devoted most of its efforts to organizing, incorporating, planning, raising capital and recruiting personnel. During the development stage, the Company funded its operations principally through borrowings. However, by December 31, 1991, all outstanding loans were paid-off with funds raised through the sale of the Company's common stock. Total assets increased by $16.7 million to $69.8 million during the nine-month period ended September 30, 1996. The increase was generated primarily through an $11.6 million increase in deposits and a $5.0 million increase in equity from the sale of common stock. These funds were primarily utilized to expand the loan portfolio by $11.1 million, and cash and cash equivalents by $5.3 million. The opening of the second branch at Miller's Creek has contributed, and will continue to contribute, to the increase in deposits and loan demand. Liquidity is the Company's ability to meet all deposit withdrawals immediately, while also providing for the credit needs of customers. The September 30, 1996 financial statements evidence a strong liquidity position as total cash and cash equivalents amounted to $7.2 million, representing 10.3% of total assets. Investment securities amounted to $14.2 million, representing 20.4% of total assets. These securities provide a secondary source of liquidity because they can be converted into cash in a timely manner. The subsidiary Bank is a member of the Federal Reserve System and is maintaining relationships with several correspondent banks and, thus, could obtain funds on short notice. The Company's management closely monitors and maintains appropriate levels of interest earning assets and interest bearing liabilities, so that maturities of assets are such that adequate funds are provided to meet customer withdrawals and loan demand. There are no trends, demands, commitments, events or uncertainties that will result in or are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. During the nine-month period ended September 30, 1996, the Company injected $1,620,000 into the Bank's capital accounts. The Bank maintains an adequate level of capitalization as measured by the following capital ratios and the respective minimum capital 11 12 requirements by the Bank's primary regulator, the OCC. Bank's Minimum required Sept. 30, 1996 by regulator -------------- ------------ Leverage ratio 8.0% 4.0% Risk weighted ratio 12.4% 8.0% With respect to the leverage ratio, the regulator expects a minimum of 5.0 percent to 6.0 percent ratio for banks that are not rated CAMEL 1. Although the Bank is not rated CAMEL 1, its leverage ratio of 12.4% is above the required minimum. The Company filed a Registration Statement on Form S-2 with the Securities and Exchange Commission, to sell a maximum of 500,000 shares at $10 per share. The Registration Statement was declared effective on March 8, 1996. As of September 30, 1996, the Company successfully completed the sale of 500,000 shares of common stock for a net proceeds of $4,934,243. As discussed earlier, $1,620,000 of the above funds were contributed to the Bank's capital accounts in order to support growth. Results of Operations For the three-month periods ended September 30, 1996 and 1995, net income amounted to $103,848 and $69,342, respectively. On a per-share basis, net income amounted to $.07 for each of the above periods. The improvement in net income is due to a higher net interest income and higher service fees and charges. Net income for the nine-month period ended September 30, 1996 amounted to $234,055. These results compare favorably with the September 30, 1995 net income of $181,122. On a per share basis, net income for the nine-month periods ended September 30, 1996 and 1995 amounted to $.15 and $.19, respectively. Four major items are of a particular interest when one compares the September 30, 1996 results to those of September 30, 1995. a. Net interest income, which represents the difference between interest received on interest earning assets and interest paid on interest bearing liabilities, has increased from $1,323,365 for the nine-month period ended September 30, 1995 to $1,671,366 for the same period one year later, representing an increase of $348,001, or 26.3%. This increase was attained primarily because of a $17.9 million increase in earning assets, from $47.9 million at September 30, 1995 to $65.8 million at September 30, 1996. For the three-month periods ended September 30, 1995 and 1996, net interest income rose from $438,965 to $618,402 representing an increase of $179,437, or 54.5%. 12 13 b. The net interest yield, defined as net interest income divided by average interest earning assets, has decreased from 4.10% for the nine-month period ended September 30, 1995 to 3.97% for the nine-month period ended September 30, 1996. This decline is attributed to a significant increase in the cost of funds. Below is pertinent information concerning the yield on earning assets and the cost of funds as of September 30, 1996. Avg. Assets/ Interest Yield/ Description Liabilities Income/Expense Cost - ----------- ----------- -------------- ------ Federal funds $ 1,341,922 $ 48,180 4.79% Securities 13,259,799 622,174 6.26% Loans 41,494,179 3,014,366 9.69% ----------- ---------- ---- Total $56,095,900 $3,684,720 8.76% =========== ---------- ---- Transactional accounts $ 9,462,208 $ 241,712 3.41% Savings 1,786,694 79,327 5.92% CD's 37,603,697 1,673,805 5.93% Reverse repos 453,927 18,510 5.45% ----------- ---------- ---- Total $49,306,226 $2,013,354 5.44% =========== ---------- ---- Net interest income $1,671,366 ========== Net yield on earning assets 3.97% ==== For the three-month period ended September 30, 1996, net interest yield rose from 3.94% to 3.97% c. Total non-interest income has increased from $65,661 for the nine-month period ended September 30, 1995 to $100,449 for the nine-month period ended September 30, 1996. The above increase of 53.0% is attributed to higher volume in transactional accounts, and a higher fee schedule. For the three-month periods ended September 30, 1995 and 1996, non-interest income rose from $27,632 to $41,069, an increase of 48.6%. d. Management was better able to control expenses. For the nine-month period ended September 30, 1996, operating expenses amounted to $1,259,207, representing an annualized 2.88% of average assets. By comparison, for the nine-month period ended September 30, 1995, operating expenses amounted to $970,399, representing an annualized 2.91% of average assets. 13 14 The following table presents information with respect to loans and the allocations to the allowance for loan losses as of September 30, 1996: Percent of Allocation to Loan category Amount total allowance - ------------- ------ ---------- ------------- Commercial, financial agricultural $20,686,504 43.1% $216,000 Real estate - construction 4,223,454 8.8% 48,000 Real estate - mortgage 13,706,315 28.6% 120,000 Consumer loans 9,329,145 19.5% 96,000 ----------- ----- -------- Total $47,945,418 100.0% $480,000 =========== ===== ======== Unallocated portion of allowance $13,665 ======= As of September 30, 1996, loans aggregating $545,000 were accounted for on a non-accrual basis. Additionally, loans aggregating $423,000 were contractually past due 90 days or more as to principal and/or interest. There were no loans defined as "troubled debt restructuring". During the nine-month period ended September 30, 1996, the allowance for loan losses has grown from $418,620 to $493,665. The allowance for loan losses as a percentage of gross loans, however, decreased from 1.14% at December 31, 1995 to 1.03% at September 30, 1996. The decline is due to increased loan volume. For the nine-month period ended September 30, 1996, the allowance for loan losses increased $152,500 through provisions and $3,137 through recoveries; the allowance decreased $80,592 due to charge-offs. The ratio of net charge-off to average loans outstanding at September 30, 1996 was .19%. Management considers the allowance for loan losses to be adequate and sufficient to absorb possible future losses; however, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional provisions to the allowance will not be required. The Company is not aware of any current recommendation by the regulatory authorities which, if they were to be implemented, would have a material effect on the Company's liquidity, capital resources, or results of operations. 14 15 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibit. The following exhibit is filed with this report. 27.1 Financial Data Schedule (for SEC use only) (b) Reports on Form 8-K. No report on Form 8-K was filed during the quarter ended September 30, 1996. 15 16 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 undersigned thereunto duly authorized. COMMUNITY BANCSHARES, INC. Dated: November 9, 1996 By: /s/ Ronald S. Shoemaker ---------------- --------------------------------- Ronald S. Shoemaker President and Chief Executive Officer (chief executive and financial officer) 16