-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJZlXS6tOQDnNwvSP28tdW1o9LXv44/7J9lR5Sznv8Uze6UL6P24GLsh+Y7TPLL9 sYD2RAB1RKlV4XqAMnH/UA== 0001275287-05-000937.txt : 20050311 0001275287-05-000937.hdr.sgml : 20050311 20050311162819 ACCESSION NUMBER: 0001275287-05-000937 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMONWEALTH BANKSHARES INC CENTRAL INDEX KEY: 0000835012 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541460991 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17377 FILM NUMBER: 05675865 BUSINESS ADDRESS: STREET 1: 403 BOUSH ST CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 8044466900 MAIL ADDRESS: STREET 2: 403 BOUSH STREET CITY: NORFOLK STATE: VA ZIP: 23510 8-K/A 1 cb2244.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2005 Commonwealth Bankshares, Inc. ---------------------------------------------------- (Exact name of small business issuer in its charter) Virginia 01-17377 54-1460991 ---------------------------- ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 403 Boush Street, Norfolk, Virginia 23510 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (757) 446-6900 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ SECTION 2 - FINANCIAL INFORMATION Item 2.02 Results of Operations and Financial Condition. On February 28, 2005, Commonwealth Bankshares, Inc. issued a press release announcing record earnings for the quarter and year ended December 31, 2004. A copy of the Company's press release is attached as Exhibit 99.1 hereto and is herby incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Corrected version of Press Release, dated February 28, 2005, entitled "Commonwealth Bankshares, Inc., Norfolk, VA, Announces Record Earnings for the Quarter and Year Ended December 31, 2004." 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, hereunto duly authorized. Commonwealth Bankshares, Inc. Date: February 28, 2005 By: /s/ Cynthia A. Sabol, CPA ---------------------------- Name: Cynthia A. Sabol, CPA Title: Executive Vice President and Chief Financial Officer EX-99.1 2 cb2244ex991.txt Exhibit 99.1 COMMONWEALTH BANKSHARES, INC., NORFOLK, VA, ANNOUNCES RECORD EARNINGS FOR THE QUARTER AND YEAR ENDED DECEMBER 31, 2004 NORFOLK, Va., Feb. 28 /PRNewswire-FirstCall/ -- Commonwealth Bankshares, Inc. (Nasdaq: CWBS) today reported record quarter end earnings of $906.4 thousand, an increase of 100.1% over the $452.9 thousand reported in the fourth quarter of 2003. For the year ended December 31, 2004, the Company reached a record $3.1 million in net income, an increase of 22.0% over the $2.5 million earned during the comparable period in 2003. On a per share basis, diluted earnings increased 42.1% to .27 cents for the quarter ended December 31, 2004 compared to .19 cents for the same period in 2003. Diluted earnings per share equaled 1.16 cents and 1.03 cents for the twelve months ended December 31, 2004 and 2003, respectively. Per share results reflect the issuance of 943,396 shares of new capital stock sold during the fourth quarter of 2004. Edward J. Woodard, Jr., CLBB, Chairman of the Board, President and Chief Executive Officer, commented, "2004 was an exceptional year. I am particularly proud of our achievements this year, both financially as well as operationally. We experienced record earnings, on both a quarterly and annual basis along with significant growth in our earning assets. We expanded our mortgage business, with the acquisition of Community Home Mortgage of Virginia, Inc., a mortgage brokerage firm that originates, processes and sells residential mortgages on a servicing released basis throughout Virginia and Maryland. We successfully raised $15 million in additional capital, allowing us to continue our strong growth momentum and allowing us to better serve our customers by increasing our legal lending limit to over $6.4 million. The loyalty and continued support of our shareholders and customers has provided the foundation for our growth and success. We look forward to continuing to execute on a strategy we believe will enhance the long-term growth of the company and value for our stockholders." The Company's record earnings resulted in favorable profitability ratios. Profitability as measured by the Company's return on average assets (ROA) was 1.01% for the quarter ended December 31, 2004, up 38 basis points from 0.63% for the fourth quarter 2003. Return on average equity (ROE) increased 87 basis points to 10.52% for the quarter ended December 31, 2004 as compared to 9.65% for the quarter ended December 31, 2003. Average assets increased $73.5 million or 25.7% from the quarter ended December 31, 2003 to December 31, 2004. Average equity for the quarter increased $15.7 million or 83.6% as a result of the additional capital raised. For the year ended December 31, 2004, ROA was 0.95% and ROE was 13.00%. A fundamental source of the Company's earnings, net interest income, is defined as the difference between income on earning assets and the cost of funds supporting those assets. Significant categories of earning assets are loans and securities, while deposits and short-term borrowings represent the major portion of interest bearing liabilities. The level of net interest income is impacted primarily by variations in the volume and mix of these assets and liabilities, as well as changes in interest rates when compared to previous periods of operations. Net interest income was $13.3 million for the year ended December 31, 2004, an increase of $2.3 million or 21.4% over the comparable period in 2003. For the quarter ended December 31, 2004, net interest income was $3.9 million, up 41.6% over the quarter ended December 31, 2003. Total interest income was $22.0 million for the year ended December 31, 2004, an increase of $2.6 million, or 13.4% over the same period of 2003. For the quarter ended December 31, 2004, total interest income was $6.1 million, up 27.0% from the quarter ended December 31, 2003. Strong loan demand continued into the fourth quarter of 2004 generating record increases in interest income. Interest income on loans increased $2.9 million or 15.5% to $21.4 million for the year ended December 31, 2004. For the three months ended December 31, 2004, interest income on loans increased 30.0% to $6.0 million compared to $4.6 million for the comparable period in 2003. Interest expense of $8.6 million for the year ended December 31, 2004 represented a $245.4 thousand increase from the comparable period in 2003. For the quarter ended December 31, 2004, interest expense was $2.3 million, up $161.0 thousand from the quarter ended December 31, 2003. This slight increase is due to the decrease in the Company's costs of deposits, which was offset by the record increase in the Company's average interest bearing liabilities. Average deposits and short term borrowings increased $20.4 million and $22.3 million, respectively, from December 31, 2003 to December 31, 2004. Commonwealth Bankshares exceeded its goal for asset growth during 2004. Total assets at December 31, 2004 reached a new high of $374.1 million, up 17.5% or $55.8 million from $318.3 million at December 31, 2003. Total loans, the Company's largest and most profitable asset, ended the year at a record $315.8 million, up $85.7 million or 37.3% from December 31, 2003. The favorable financing environment along with the efforts of the Company's officers to develop new loan relationships combined with the support of existing customers continue to generate record loan demand for the Company. About Commonwealth Bankshares Commonwealth Bankshares, Inc. is the parent of Bank of the Commonwealth which opened its first office in Norfolk, Virginia, in 1971, creating a community bank that was attuned to local issues and could respond to the needs of local citizens and businesses. Over the last three decades, the Company's growth has mirrored that of the communities it serves. Today, Bank of the Commonwealth has nine bank branches strategically located throughout the Hampton Roads region and an extensive ATM network for added convenience. The Company continues to grow and develop new services, such as Online Banking and a Corporate Cash Management program and at the same time, maintain the longstanding commitment to personal service. Our slogan conveys our true corporate philosophy: "When you bank with us, you bank with your neighbors." Bank of the Commonwealth offers insurance services through its subsidiary BOC Insurance Agencies of Hampton Roads, Inc., title services through BOC Title of Hampton Roads, Inc. and mortgage funding services through one of its newest subsidiaries, Community Home Mortgage of Virginia, Inc. Additional information about the company, its products and services, can be found on the Web at http://www.bankofthecommonwealth.com. This press release contains forward-looking statements. Words such as "anticipates," " believes," "estimates," "expects," "intends," "should," "will," variations of such words and similar expressions are intended to identify forward-looking statements. These statements reflect management's current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Factors that could cause a difference include, among others: changes in the national and local economies or market conditions; changes in interest rates, deposit flows, loan demand and asset quality, including real estate and other collateral values; changes in banking regulations and accounting principals, policies or guidelines; and the impact of competition from traditional or new sources. These and other factors that may emerge could cause decisions and actual results to differ materially from current expectations. Commonwealth Bankshares, Inc. undertakes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release. Commonwealth Bankshares, Inc. and Subsidiaries Selected Financial Information (Unaudited)
Three Months Ended Twelve Months Ended ----------------------------- ----------------------------- (in thousands, except per December 31, December 31, December 31, December 31, share data) 2004 2003 2004 2003 - ----------------------------------- ------------- ------------- ------------- ------------- Operating Results: Interest Income $ 6,147 $ 4,843 $ 21,957 $ 19,364 Interest Expense 2,257 2,095 8,625 8,379 Net interest income 3,890 2,748 13,332 10,985 Provision for loan losses 590 150 1,695 525 Noninterest income 997 399 3,068 1,678 Noninterest expense 2,977 2,178 10,098 8,392 Income before provision for income taxes 1,320 819 4,607 3,746 Provision for income taxes 414 366 1,506 1,204 Net income $ 906 $ 453 $ 3,101 $ 2,542 Per Share Data: Basic earnings $ 0.32 $ 0.24 $ 1.42 $ 1.44 Diluted earnings $ 0.27 $ 0.19 $ 1.16 $ 1.03 Book value $ 12.40 $ 10.16 $ 12.40 $ 10.16 Dividends per share $ 0.05 $ 0.04 $ 0.20 $ 0.16 Basic weighted average shares outstanding 2,835,763 1,872,020 2,181,915 1,771,556 Diluted weighted average shares outstanding 3,550,351 2,823,423 2,929,842 2,824,703 Shares outstanding at period-end 2,984,794 1,888,271 2,984,794 1,888,271
At Period End ----------------------------- December 31, December 31, 2004 2003 ------------- ------------- Month End Balance: Assets $ 374,061 $ 318,295 Loans* 315,755 230,050 Loans held for sale 31,107 56,132 Investment securities 6,945 12,431 Deposits 277,632 250,658 Shareholders' equity 37,024 19,191 YTD Average Balance: Assets $ 326,667 $ 277,970 Loans* 264,815 214,731 Loans held for sale 33,255 29,092 Investment securities 8,995 14,214 Deposits 260,027 239,726 Shareholders' equity 23,861 17,238 Ratios: Return on average assets 0.95% 0.91% Return on average shareholders' equity 13.00% 14.75% Shareholders' equity to total assets 9.90% 6.03% Loan loss allowance to loans* 0.90% 1.09% Loan loss allowance to non-performing assets 607.92% 63.53% Non-performing assets to total assets 0.12% 1.24% Net interest margin (tax equivalent basis) 4.29% 4.24% Bank's Tier 1 capital to average assets 11.18% 8.10% Bank's Tier 1 capital to risk weighted assets 12.84% 8.64% Bank's Total capital to risk weighted assets 13.75% 9.61% * Net of unearned income and loans held for sale SOURCE Commonwealth Bankshares, Inc. -0- 02/28/2005 /CONTACT: E.J. Woodard, Jr., CLBB, Chairman of the Board, President, and Chief Executive Officer, of Commonwealth Bankshares, Inc., +1-757-446-6904, or ewoodard@bocmail.net/ /Web site: http://www.bankofthecommonwealth.com/ (CWBS) -----END PRIVACY-ENHANCED MESSAGE-----