-----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, VkLNXyJC9aJig+xF+ZPXF2C2nKekaHPgbArLXLSeJJr/CmPIGeN9wpwPPDgkKCc4 n4UX5HoJfq7E+735bAWuVg== /in/edgar/work/20000815/0001002105-00-500003/0001002105-00-500003.txt : 20000922 0001002105-00-500003.hdr.sgml : 20000921 ACCESSION NUMBER: 0001002105-00-500003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENT COMMUNITY BANKSHARES INC CENTRAL INDEX KEY: 0000914138 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 541696103 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24159 FILM NUMBER: 701436 BUSINESS ADDRESS: STREET 1: 111 W WASHINGTON ST STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 BUSINESS PHONE: 5406876377 MAIL ADDRESS: STREET 1: 111 WEST WASHINGTON STREET STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 10QSB 1 0001.txt 10QSB - INDEPENDENT COMMUNITY BANKSHARES, INC. U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000 [ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to _____________ Commission file number: 0-24159 INDEPENDENT COMMUNITY BANKSHARES, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Virginia 54-1696103 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 111 West Washington Street Middleburg, Virginia 20117 (Address of Principal Executive Offices) (703) 777-6327 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 _____ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,778,994 shares of common stock, par value $5.00 per share, outstanding as of July 19, 2000 o This Form 10-QSB also covers 276,600 Contractual Rights to Contingent Merger Consideration, which are registered under the Securities Act of 1933, as amended, pursuant to a registration statement declared effective on June 27, 1997. INDEPENDENT COMMUNITY BANKSHARES, INC. INDEX
Part I. Financial Information Page No. Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Changes in Shareholders' Equity 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Results of Operation and Financial Condition 10 Part II. Other Information Item 1. Legal Proceedings 12 Item 2. Change 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 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14
2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS INDEPENDENT COMMUNITY BANKSHARES, INC. Consolidated Balance Sheets (In Thousands)
(Unaudited) June 30, December 31, 2000 1999 --------------- --------------- Assets: Cash and due from banks $ 10,647 $ 8,037 Interest-bearing balances in banks 131 87 Temporary investments: Federal funds sold 525 12,139 Other money market investments 158 293 Securities (fair value: June 30, 2000, $80,710, December 31, 1999, $67,745) 80,705 67,739 Loans held for sale 3,488 1,232 Loans, net 157,600 141,782 Bank premises and equipment, net 6,185 6,285 Other assets 6,779 6,331 --------------- --------------- Total assets $ 266,218 $ 243,925 =============== =============== Liabilities and Shareholders' Equity Liabilities: Deposits: Non-interest bearing $ 50,139 $ 44,900 Savings and interest-bearing demand deposits 91,993 97,208 Time deposits 62,300 61,729 --------------- --------------- Total deposits $ 204,432 $ 203,837 Federal funds purchased $ - $ - Securities sold under agreements to repurchase 12,375 10,811 Federal Home Loan Bank advances 23,375 5,000 Other liabilities 2,608 1,202 --------------- --------------- Total liabilities $ 242,790 $ 220,850 --------------- --------------- Shareholders' Equity Common stock par value $5.00 per share, authorized 10,000,000 shares; issued and outstanding at June 30, 2000 - 1,723,209 issued and outstanding at December 31, 1999 - 1,778,994 $ 8,616 $ 8,895 Capital surplus 2,279 1,293 Retained earnings 14,282 14,852 Unrealized gain (loss) on securities available for sale, net (1,749) (1,965) --------------- --------------- Total shareholders' equity $ 23,428 $ 23,075 Total liabilities and shareholders' equity $ 266,218 $ 243,925 =============== ===============
See Accompanying Notes to Consolidated Financial Statements. 3 INDEPENDENT COMMUNITY BANKSHARES, INC. Consolidated Statements of Income (In Thousands, Except Per Share Data)
Unaudited Unaudited ----------------------------------------------------- For the Six Months For the Quarter Ended June 30, Ended June 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Interest Income Interest and fees on loans $ 6,552 $ 5,597 $ 3,404 $ 2,925 Interest on investment securities Taxable 12 21 6 13 Exempt from federal income taxes 182 283 89 138 Interest on securities available for sale Taxable 1,478 761 834 409 Exempt from federal income taxes 563 438 288 222 Dividends 140 127 67 85 Interest on federal funds sold and other 109 174 22 98 ---------- ---------- ---------- ---------- Total interest income $ 9,036 $ 7,401 $ 4,710 $ 3,890 Interest Expense Interest on deposits $ 2,470 $ 2,361 $ 1,236 $ 1,180 Interest on FHLB advances 353 142 283 71 Interest on short-term borrowings 284 92 154 60 ---------- ---------- ---------- ---------- Total interest expense $ 3,107 $ 2,595 $ 1,673 $ 1,311 Net interest income $ 5,929 $ 4,806 $ 3,037 $ 2,579 Provision for loan losses 200 204 125 123 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses $ 5,729 $ 4,602 $ 2,912 $ 2,456 Other Income Commissions and fees from fiduciary activities $ 755 $ 512 $ 389 $ 264 Service charges on deposit accounts 612 553 291 307 Net gains (losses) on securities available for sale (1) (11) (1) (3) Other operating income 385 310 218 133 ---------- ---------- ---------- ---------- Total other income $ 1,751 $ 1,364 $ 897 $ 701 Other Expense Advertising $ 222 $ 161 $ 149 $ 79 Salaries and employee benefits 2,606 2,127 1,292 1,055 Net occupancy expense of premises 601 463 316 260 Other operating expenses 1,155 1,120 625 585 ---------- ---------- ---------- ---------- Total other expense $ 4,584 $ 3,871 $ 2,382 $ 1,979 ---------- ---------- ---------- ---------- Income before income taxes $ 2,896 $ 2,095 $ 1,427 $ 1,178 Income taxes 731 461 350 266 ---------- ---------- ---------- ---------- Net income $ 2,165 $ 1,634 $ 1,077 $ 912 ========== ========== ========== ========== Earnings per weighted average share: Basic Shares (2000 - 1,750,261, 1999 - 1,778,994) Basic Earnings Per Share $ 1.24 $ 0.92 $ 0.63 $ 0.51 Diluted Shares (2000 - 1,749,721, 1999 - 1,792,722) Diluted Earnings Per Share $ 1.23 $ 0.91 $ 0.62 $ 0.50 Dividends per share $ 0.42 $ 0.34 $ 0.21 $ 0.17
See Accompanying Notes to Consolidated Financial Statements. 4 INDEPENDENT COMMUNITY BANKSHARES, INC. Consolidated Statement of Changes in Shareholders' Equity For the six months ended June 30, 2000 and 1999 (In Thousands) (Unaudited)
Accumulated Other Common Capital Comprehensive Retained Comprehensive Stock Surplus Income Earnings Income Total ------------ ------------ ------------ ------------ ------------ ------------ Balances - December 31, 1998 $ 8,895 $ 1,293 $ 180 $ 12,495 $ - $ 22,863 Comprehensive Income Net income 1,634 1,634 1,634 Other comprehensive income net of tax (1,028) Unrealized loss on available for sale securities Less: Reclassification adjustment for gains realized in net income ------------ Other comprehensive income, net of tax (1,028) (1,028) (1,028) ------------ Total comprehensive income $ 606 ============ Cash dividends declared (604) (604) ------------ ------------ ------------ ------------ ------------ Balances - June 30, 1999 $ 8,895 $ 1,293 $ (848) $ 13,525 $ 22,865 ============ ============ ============ ============ ============ Balances - December 31, 1999 $ 8,895 $ 1,293 $ (1,965) $ 14,852 $ - $ 23,075 Comprehensive Income Net income 2,165 2,165 2,165 Other comprehensive income net of tax 216 Unrealized loss on available for sale securities Less: Reclassification adjustment for gains realized in net income ------------ Purchase of common shares (57,785 shares) (289) (1,038) (1,327) Issuance of common shares in stock option plan (2,000 shares) 10 24 34 Discretionary transfer from retained earnings 2,000 (2,000) - Other comprehensive income, net of tax 216 216 216 ------------ Total comprehensive income $ 2,381 ============ Cash dividends declared (735) (735) ------------ ------------ ------------ ------------ ------------ Balances - June 30, 2000 $ 8,616 $ 2,279 $ (1,749) $ 14,282 $ 23,428 ============ ============ ============ ============ ============
See Accompanying Notes to Consolidated Financial Statements. 5 INDEPENDENT COMMUNITY BANKSHARES, INC. Consolidated Statements of Cash Flows (In Thousands, Unaudited)
For the Six Months Ended ----------------------------------- June 30, June 30, 2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 2,165 $ 1,634 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 200 204 Depreciation and amortization 353 311 Net (gains) losses on securities available for sale (1) 12 Discount accretion and premium amortization on securities, net (7) 50 Net (gains) losses on sale of assets - (6) Net loss on sale of other real estate - 5 Originations of loans held for sale (17,501) (13,453) Proceeds from sales of loans held for sale 15,245 15,529 (Increase) decrease in prepaid income taxes (80) (77) (Increase) decrease in other assets (513) (153) Increase (decrease) in other liabilities 1,406 (45) ------------ ------------ Net cash provided by operating activities $ 1,267 $ 4,011 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturity, principal paydowns and calls on investment securities $ 369 $ 526 Proceeds from maturity, principal paydowns and calls of securities available for sale 2,018 3,368 Proceeds from sale of securities available for sale 490 1,835 Proceeds from sale of bank premises and equipment - 117 Purchase of investment securities - (250) Purchase of securities available for sale (15,505) (9,449) Net (increase) in loans (16,018) (13,604) Proceeds from sale of other real estate - 195 Purchases of bank premises and equipment (223) (863) ------------ ------------ Net cash (used in) investing activities $ (28,869) $ (18,125) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Net increase in demand deposits, NOW accounts, and savings accounts $ 24 $ 20,849 Net (decrease) increase in certificates of deposits 571 3,152 Proceeds from Federal Home Loan Bank advances 29,100 6,000 Dividends declared (735) (604) Acquisition of common stock (1,327) - Issuance of common stock 34 - Payment on Federal Home Loan Bank advances (10,725) (7,000) Increase (decrease) in securities sold under agreement to repurchase 1,564 3,740 ------------ ------------ Net cash provided by financing activities $ 18,506 $ 26,137 ------------ ------------ Increase in cash and cash equivalents $ (9,096) $ 12,023 CASH AND CASH EQUIVALENTS Beginning $ 20,557 $ 12,813 ============ ============ Ending $ 11,461 $ 24,836 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest paid to depositors $ 2,425 $ 2,377 Income taxes $ 820 $ 559 SUPPLEMENTAL DISCLOSURES FOR NON-CASH INVESTING AND FINANCING ACTIVITIES Unrealized gain (loss) on securities available for sale $ 337 $ (1,557)
See Accompanying Notes to Consolidated Financial Statements. 6 INDEPENDENT COMMUNITY BANKSHARES, INC. Notes to Consolidated Financial Statements (Unaudited) For the Six Months Ended June 30, 2000 and 1999 Note 1. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 2000, and the results of operations and changes in cash flows for the six months ended June 30, 2000 and 1999. The statements 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, 1999. The results of operations for the six month periods ended June 30, 2000 and 1999, are not necessarily indicative of the results to be expected for the full year. Note 2. Securities Securities being held to maturity as of June 30, 2000 are summarized as follows:
------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Market Cost Gains (Losses) Value ------------------------------------------------------- (In thousands) U.S. Treasury securities and obligations of U.S. government corporations and agencies $ 250 $ - $ (19) $ 231 Obligations of states and political subdivisions 7,040 37 (12) 7,065 Mortgaged backed securities 96 - (1) 95 ---------- ---------- ---------- ---------- $ 7,386 $ 37 $ (32) $ 7,391 ========== ========== ========== ==========
Securities available for sale as of June 30, 2000 are summarized below:
------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Market Cost Gains (Losses) Value ------------------------------------------------------- (In thousands) U.S. Treasury securities and obligations of U.S. government corporations and agencies $ 5,822 $ 7 $ (177) $ 5,652 Corporate securities 2,989 36 (314) 2,711 Obligations of states and political subdivisions 25,171 30 (1,094) 24,107 Mortgaged backed securities 35,343 4 (1,069) 34,278 Other 6,648 3 (80) 6,571 ---------- ---------- ---------- ---------- $ 75,973 $ 80 $ (2,734) $ 73,319 ========== ========== ========== ==========
7 Note 3. The consolidated loan portfolio is composed of the following: ------------------------- June 30, December 31, 2000 1999 ------------------------- (in thousands) Commercial, financial and agricultural $ 22,429 $ 19,055 Real estate construction 17,277 12,151 Real estate mortgage 109,128 102,184 Installment loans to individuals 10,389 9,845 ---------- ---------- Total loans 159,223 143,235 Less: Unearned income - - Allowance for loan losses (1,623) (1,453) ---------- ---------- Loans, net $ 157,600 $ 141,782 ========== ========== The Company had $246,054 in non-performing assets at June 30, 2000. Note 4. The following is a summary of transactions in the reserve for loan losses: ------------------------- June 30, December 31, 2000 1999 ------------------------- (in thousands) Balance at January 1 $ 1,453 $ 1,064 Provision charged to operating expense 200 420 Recoveries added to the reserve 35 120 Loan losses charged to the reserve (65) (151) ---------- ---------- Balance at the end of the period $ 1,623 $ 1,453 ========== ========== Note 5. Earnings Per Share The following table shows the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of potential dilutive common stock. Potential dilutive common stock has no effect on income available to common shareholders.
June 30, 2000 June 30, 1999 Per share Per share Shares Amount Shares Amount --------------- --------------- --------------- --------------- Basic EPS 1,749,721 $ 1.24 1,778,994 $ 0.92 =============== =============== Effect of dilutive securities stock options(1) 13,643 13,728 --------------- --------------- Diluted EPS 1,763,364 $ 1.23 1,792,722 $ 0.91 =============== =============== =============== ===============
(1) The anti-dilutive effects of 69,825 options were not included in the calculation. 8 Note 6. Derivative Financial Instruments Interest rate swap agreements: During May 2000, the Company entered into two agreements to assume variable market-indexed interest payments in exchange for fixed-rate interest payments (interest rate swaps). The notional principal amount of interest rate swaps outstanding was $8,525,000 at June 30, 2000. The original term to maturity was 24 months. The weighted-average fixed payment rate was 7.0% at June 30, 2000. Variable interest payments received are based on three-month LIBOR. At June 30, 2000, the weighted average rate of variable market-indexed interest payment obligations to the Company was 6.34%. The effect of these agreements was to transform fixed rate liabilities to variable rate liabilities. The net cost of these agreements was ($6,164) for the six month period ended June 30, 2000, which is charged to income as it accrues. The Company's current credit exposure on swaps is limited to the value of interest rate swaps that have become assets to the Company. At June 30, 2000, the fair value of interest rate swaps in an asset position was $37,081. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Summary Net income for the six months ended June 30, 2000 increased 32.5% to 2.2 million or $1.23 per diluted share compared to $1.6 million or $.91 per diluted share for the first six months of 1999. Annualized returns on average assets and equity for the six months ended June 30, 2000 were 1.73% and 18.93%, respectively, compared to 1.54% and 14.25% for the same period in 1999. Total assets for Independent Community Bankshares, Inc. (the "Company") were $266.2 million at June 30, 2000 compared to $243.9 million at December 31, 1999 representing an increase of $22.3 million or 9.14%. Total loans at June 30, 2000 were $159.2 million, an increase of $16.0 million from the December 31, 1999 balance of $143.2 million. Significant factors contributing to loan growth include additional loan officers as well as favorable local market conditions. The investment portfolio increased 19.14% to $80.7 million at June 30, 2000 compared to $67.7 million at December 31, 1999. Deposits increased $595,000 to $204.4 million at June 30, 2000 from $203.8 million at December 31, 1999. Securities sold under agreements to repurchase increased 14.47% to $12.4 million at June 30, 2000 compared to $10.8 million at December 31, 1999. Federal Home Loan Bank (FHLB) Advances increased $18.4 million to $23.4 million at June 30, 2000. Funds from the increase in FHLB advances were used to fund loan and investment portfolio growth. Shareholders' equity totaled $23.4 million at June 30, 2000 compared $23.1 million at December 31, 1999. The book value per common share was $13.60 at June 30, 2000 and $12.97 at December 31, 1999. Net Interest Income Net interest income is the Company's primary source of earnings and represents the difference between interest and fees earned on earning assets and the interest expense paid on deposits and other interest bearing liabilities. Net interest income totaled $5.9 million for the first six months of 2000 compared to $4.8 million for the same period in 1999. The growth in average earning assets has caused the increase in net interest income. Noninterest Income Noninterest income consisting of fees from deposit accounts, fiduciary activities as well as mortgage banking was $1.8 million for six month period ended June 30, 2000 compared to $1.4 million for the same period in 1999. Service charges on deposit for accounts for the six month period ended June 30, 2000 totaled $612,000 compared to $553,000 for the same period in 1999, an increase of 10.67%. Commissions and fees from fiduciary activities were $755,000 for the six month period ended June 30, 2000 compared to $512,000 for the same period in 1999. Assets under management increased 28.95% to $451.7 million resulting in 47.46% increase in related fee income. Other operating income increased $75,000 to $385,000 for the six months ended June 30, 2000 compared to $310,000 for the same period in 1999. Commissions from mortgage banking account for a majority of the increase in other operating income. Noninterest Expense Total noninterest expense includes employee related costs, occupancy and equipment expense and other overhead. Total noninterest expense was $4.6 million for the six month period ended June 30, 10 2000, an increase of 18.42% compared to $3.9 million for the same period in 1999. Salary and benefit expense increased 22.52% from $2.1 million for the six month period ended June 30, 1999 to $2.6 million for the six month period ended June 30, 2000. Net occupancy expense of premises increased 29.81% from $463,000 for the six month period ended June 30, 1999 to $601,000 for the same period in 2000. Rental expenses associated with two new branches and a mortgage banking office have contributed to the increase in occupancy expenses. A continued emphasis on marketing has increased advertising costs from $161,000 for the six month period ended June 30, 1999 to $222,000 for the same period in 2000. Allowance for Loan Losses The allowance for loan losses was $1.6 million at June 30, 2000 compared to $1.2 million at June 30, 1999. The provision for loan losses was $200,000 for the six month period ended June 30, 2000 compared to $204,000 for the same period in 1999. The ratio of the allowance for loan losses to total loans was 1.03% at June 30, 2000 compared to 0.90% at June 30, 1999. Management believes the allowance for loan losses is adequate to cover credit losses inherent in the loan portfolio at June 30, 2000. Loans classified as loss, doubtful, substandard or special mention are adequately reserved for and are not expected to have a material impact beyond what is reserved. Capital Resources Shareholders' equity was $23.4 million at June 30, 2000 compared to $23.1 million at June 30, 1999. During the first quarter of 2000 two privately negotiated stock repurchases were completed totaling 57,785 shares of common stock at a weighted average price of $22.46 per share. The stock repurchase was 3.25% of the total stock outstanding prior to the transaction. Total common shares outstanding at June 30, 2000 were 1,723,209. At June 30, 2000 the Company's tier 1 and total risk-based capital ratios were 12.73% and 13.58%, respectively, compared to 14.0% and 14.8% at December 31, 1999. The Company's leverage ratio was 9.66% at June 30, 2000 compared to 10.8% at December 31, 1999. The Company's capital structure places it above the regulatory guidelines, which affords the Company the opportunity to take advantage of business opportunities while ensuring that it has the resources to protect against risk inherent in its business. Forward-looking Statement Certain information contained in this discussion may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by phrases such as "the Company expects," "the Company believes" or words of similar import. Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, changing trends in customer profiles and changes in laws and regulations applicable to the Company. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. 11 PART II. FINANCIAL INFORMATION Item 1. Legal Proceedings None Item 2. Change in Securities. None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders. Independent Community Bankshares, Inc. held its Annual Meeting of Shareholders on Wednesday, April 19, 2000 in Middleburg, Virginia. The shareholders were asked to vote on the election of the directors of the Company, to approve an amendment to the Company's 1997 Stock Incentive Plan and to ratify the appointment of the firm Yount, Hyde & Barbour, PC as the independent auditors for the fiscal year ending December 31, 2000. The votes cast for or withheld for the election of the directors were as follows: ------------------------------------- --------------- --------------- NAME FOR WITHHELD ------------------------------------- --------------- --------------- Howard M. Armfield 1,438,294 34,792 ------------------------------------- --------------- --------------- Joseph L. Boling 1,437,894 35,192 ------------------------------------- --------------- --------------- Childs Frick Burden 1,469,886 3,200 ------------------------------------- --------------- --------------- J. Lynn Cornwell, Jr. 1,438,294 34,792 ------------------------------------- --------------- --------------- William F. Curtis 1,469,886 3,200 ------------------------------------- --------------- --------------- F.E. Deacon, III 1,469,086 4,000 ------------------------------------- --------------- --------------- Robert C. Gilkison 1,469,886 3,200 ------------------------------------- --------------- --------------- C. Oliver Iselin, III 1,438,294 34,792 ------------------------------------- --------------- --------------- Thomas W. Nalls 1,438,294 34,792 ------------------------------------- --------------- --------------- John C. Palmer 1,469,886 3,200 ------------------------------------- --------------- --------------- John Sherman 1,438,294 34,792 ------------------------------------- --------------- --------------- Millicent W. West 1,438,294 34,792 ------------------------------------- --------------- --------------- Edward T. Wright 1,469,886 3,200 ------------------------------------- --------------- --------------- The votes cast for, against, abstain or non-vote to approve the amendment to the Company's 1997 Stock Incentive Plan were as follows:
-------------------------------- ------------- ----------- ----------- ------------- FOR AGAINST ABSTAIN NON-VOTE -------------------------------- ------------- ----------- ----------- ------------- Amendment to 1997 Stock Incentive Plan 1,157,772 58,644 42,246 214,424 -------------------------------- ------------- ----------- ----------- -------------
12 The votes cast for, against or abstain to approve the ratification of Yount, Hyde & Barbour as independent auditors for the fiscal year ending December 31, 2000. ----------------------------- --------------- ------------- ------------- FOR AGAINST ABSTAIN ----------------------------- --------------- ------------- ------------- Independent Auditors - Yount, Hyde & Barbour, PC 1,384,642 4,450 6,234 ----------------------------- --------------- ------------- ------------- Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. a) Exhibits 27 Financial Data Schedule (filed electronically only). b) Reports on Form 8-K - None 13 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. INDEPENDENT COMMUNITY BANKSHARES, INC. -------------------------------------- (Registrant) Date: 8/10/00 /s/ Joseph L. Boling --------------- -------------------------------------- Joseph L. Boling Chairman of the Board & CEO Date: 8/10/00 /s/ Alice P. Frazier --------------- -------------------------------------- Alice P. Frazier Senior Vice President & CFO EX-27 2 0002.txt FDS -- INDEPENDENT COMMUNITY BANKSHARES, INC.
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT ON FORM 10-QSB FOR THE COMPANY FOR THE PERIOD ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FINANCIAL STATEMENTS AND OTHER INFORMATION CONTAINED IN THAT REPORT. 1,000 6-MOS DEC-31-2000 JUN-30-2000 10,647 289 525 0 73,319 7,386 7,391 159,223 1,623 266,218 204,432 35,750 2,608 0 0 0 8,616 14,812 266,218 6,552 2,375 109 9,036 2,470 3,107 5,929 200 (1) 4,584 2,896 2,896 0 0 2,165 1.24 1.23 5.53 246 3 0 0 1,453 65 35 1,623 544 0 1,078
-----END PRIVACY-ENHANCED MESSAGE-----