<PAGE>
UNITED STATES
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(a) OF
THE EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 333-33260
BOE FINANCIAL SERVICES OF VIRGINIA, INC.
(Exact name of small business issuer as specified in its charter)
Virginia 54-1980794
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
323 Prince St., Tappahannock, VA 22560
(Address of principal executive offices) (Zip Code)
(804) 443-4343
(Issuer's telephone number, including area code)
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distributionof
securities under a plan conf irmed by a court.
Yes ( ) No ( )
State the number of shares outstanding of each ofthe issuer's classes of common
equity as of August 9, 2000.
Class Outstanding at August 9, 2000
Common Stock, $5.00 par value 1,167,790
Transitional Small Business Disclosure Format
(Check one):
Yes No x
<PAGE>
BOE Financial Services of Virginia, Inc.
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
<S> <C>
Item 1. Financial Statements........................... 1-6
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999.................... 1-2
Consolidated Statements of Earnings
Three months ended June 30, 2000 and 1999.............. 3
Consolidated Statements of Earnings
Six months ended June 30, 2000 and 1999................ 4
Consolidated Statement of Cash Flows
Six months ended June 30, 2000 and 1999................ 5
Consolidated Statement of Changes in
Stockholders' Equity
Six months ended June 30, 2000 and 1999................ 6
Notes to Consolidated Financial Statements............. 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition Results of Operations.............. 9-12
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders................................................ 12-13
Item 6. Items on Form 8-K and
Signatures............................................. 13
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
Item 1. - Financial Statements
BOE FINANCIAL SERVICES OF VA., INC. June 30, December 31,
Consolidated Balance Sheets 2000 1999
(in Thousands)
<S> <C> <C>
ASSETS (Unaudited)
Cash and due from banks....................... $ 4,069 $ 6,133
Federal funds sold............................ 2,417 0
Securities held to maturity
---------------------------
U.S. Government agencies (fair value of
$1,156-2000 and $785-1999) 1,165 803
Obligations of state and political
subdivisions (fair value of
$1,941-2000 and $2,017-1999) 1,956 2,039
Other Securities (fair value
$277-2000 and $796-1999) 300 800
Securities available for sale
-----------------------------
U.S. Treasury securities (book value of
$0-2000 and $0-1999) 0 0
U.S. Government agencies (book value of
$5,780-2000 and $5,398-1999) 9,959 5,230
Obligations of state and political
subdivisions (book value of
$14,435-2000 and $14,534-1999) 14,643 14,204
Other Securities (book value of
$2,528-2000 and $2,175-1999).............. 3,694 2,145
Loans......................................... 138,434 126,064
Less: Reserve for loan loss................... (1,797) (1,601)
-------- --------
Net loans................................ 136,637 124,463
Bank premises and equipment, net.............. 7,112 7,275
Other real estate owned....................... 41 72
Investment in unconsolidated subsidiaries 8 8
Accrued interest receivable................... 911 742
Intangible assets, net........................ 1,342 1,405
Other assets.................................. 2,110 1,977
-------- -------
Total assets................................. $186,364 $167,296
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 1
<PAGE>
<TABLE>
BOE FINANCIAL SERVICES OF VA., INC. June 30, December 31,
Consolidated Balance Sheets 2000 1999
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY (Unaudited)
Deposits
Noninterest bearing deposits............ $ 17,963 $ 15,860
Savings and interest bearing deposits 44,071 44,696
Certificates of deposit................. 95,719 82,335
-------- --------
Total deposits....................... 157,753 142,891
Federal funds purchased................... 0 901
Federal Home Loan Bank advances........... 11,000 7,000
Accrued interest payable.................. 620 460
Other liabilities......................... 1,067 661
-------- --------
Total other liabilities.............. 12,687 9,022
Total liabilities.................... 170,440 151,913
Commitments
Shareholders' equity
Common stock, $5.00 par value............. 5,839 5,839
6/30/00 12/31/99
------- --------
Shares auth.4,000,000 4,000,000
Shares o/s..1,167,790 1,167,790
Paid in capital........................... 4,820 4,820
Accumulated other comprehensive
income................................. (407) (349)
Retained earnings......................... 5,672 5,073
-------- --------
Total shareholders' equity........... 15,924 15,383
-------- --------
Total liabilities and shareholders'
equity............................... $186,364 $167,296
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
Page: 2
<PAGE>
<TABLE>
BOE FINANCIAL SERVICES OF VA., INC. Three Months Ended
Consolidated Statements of Earnings June 30,
2000 1999
<S> <C> <C>
Interest Income (Unaudited)
Interest and fees on loans................ $2,965 $2,383
Interest on federal funds sold............ 45 31
Interest on time deposits with banks...... 0 0
Interest on U.S. Treasury securities and
U.S. Agency Obligations.................. 189 117
Interest on obligations of state and
political subdivisions................... 212 158
Interest on other securities.............. 18 54
------ ------
Total interest income $3,429 $2,743
Interest Expense
Interest on savings and interest bearing
deposits................................ 286 284
Interest on certificates of deposit....... 1,233 1,010
Interest on federal funds purchased....... 0 0
Interest Federal Home Loan Bank advances.. 179 0
------ ------
Total interest expense 1,698 1,294
------ ------
Net interest income....................... 1,731 1,449
Provision for loan losses................. 145 90
------ ------
Net interest income after provision for
loan losses............................. 1,586 1,359
------ ------
Noninterest Income
Service charges on deposit accounts....... 125 99
Securities gains (losses) -net............ (1) 2
Other fee income.......................... 211 106
All other noninterest income.............. 56 10
------ ------
Total noninterest income 391 217
------ ------
Noninterest Expense
Salaries and employee benefits............ 631 545
Premises and fixed assets................. 190 130
Other expenses............................ 513 437
------ ------
Total noninterest expense............ 1,334 1,112
------ ------
Income before income taxes................ 643 464
Income taxes.............................. 166 97
------ ------
Net income........................... $ 477 $ 367
====== ======
Earnings per share, basic and diluted..... $0.41 $0.31
</TABLE>
See accompanying notes to consolidated financial statements.
Page: 3
<PAGE>
<TABLE>
<CAPTION>
BOE FINANCIAL SERVICES OF VA., INC. Six Months Ended
Consolidated Statements of Earnings June 30,
2000 1999
<S> <C> <C>
Interest Income (Unaudited)
Interest and fees on loans...................... $ 5,769 $ 4,700
Interest on federal funds sold.................. 61 49
Interest on time deposits with banks............ 0 0
Interest on U.S. Treasury securities and
U.S. Agency Obligations........................ 309 284
Interest on obligations of state and
political subdivisions......................... 408 309
Interest on other securities.................... 44 73
-----------------------
Total interest income......................... $ 6,591 $ 5,415
Interest Expense
Interest on savings and interest bearing
deposits....................................... 569 560
Interest on certificates of deposit............. 2,311 2,011
Interest on federal funds purchased............. 10 5
Interest Federal Home Loan Bank advances........ 319 0
-----------------------
Total interest expense........................ 3,209 2,576
-----------------------
Net interest income............................. 3,382 2,839
Provision for loan losses....................... 235 180
-----------------------
Net interest income after provision for
loan losses.................................... 3,147 2,659
-----------------------
Noninterest Income
Service charges on deposit accounts............. 241 195
Securities gains (losses) -net.................. (6) 2
Other fee income................................ 332 212
All other noninterest income.................... 65 17
-----------------------
Total noninterest income...................... 632 426
-----------------------
Noninterest Expense
Salaries and employee benefits.................. 1,261 1,050
Premises and fixed assets....................... 386 263
Other expenses.................................. 967 842
-----------------------
Total noninterest expense..................... 2,614 2,155
-----------------------
Income before income taxes...................... 1,165 930
Income taxes.................................... 297 213
-----------------------
Net income.................................... $ 868 $ 717
=======================
Earnings per share, basic and diluted........... $ 0.74 $ 0.61
BOE FINANCIAL SERVICES OF VA., INC. Six Months Ended
Consolidated Statements of Cash Flows June 30,
2000 1999
<S> <C> <C>
Cash Flows from Operating Activities
Net income...................................... 868 $ 717
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 192 205
Provision for credit losses.................... 235 180
Net amortization premium on securities......... 30 41
Net (gain) on sale of securities............... (6) -
Decrease in accrued interest
receivable and other assets.................. (209) (255)
Increase (decrease) in accrued expenses
and other liabilities.......................... 566 (73)
-----------------------
Net cash provided by operating
activities.................................... $ 1,676 $ 815
-----------------------
Cash Flows from Investing Activities
Proceeds from sale of securities
available-for-sale.......................... $ 1,770 $ 546
Proceeds from maturities and calls of
securities held-to-maturity................. 221 1,058
Proceeds from maturities and calls of
securities available-for-sale............... 1,336
Purchase of securities held-to-maturity......... - (504)
Purchase of securities available for sale....... (8,599) (1,652)
Net increase in loans to customers.............. (12,409) (7,711)
(Increase) decrease in federal funds sold....... (2,417) 488
Capital expenditures............................ (29) (1,828)
Proceeds from sale of other real estate......... 31 -
-----------------------
Net cash (used in) investing activities....... $(21,432) $(8,267)
-----------------------
Cash Flows from Financing Activities
Net increase in deposits........................ $ 14,862 $ 8,827
Proceeds from borrowings........................ 4,000 -
(Decrease) in federal funds purchased........... (901) -
Dividends paid.................................. (269) (257)
-----------------------
Net cash provided by financing
activities.................................... $ 17,962 $ 8,570
-----------------------
Net increase (decrease) in cash and
cash equivalents.............................. $ (2,064) $ 1,118
Cash and Cash Equivalents
Beginning of year............................. 6,133 3,607
-----------------------
End of year................................... $ 4,069 $ 4,725
-----------------------
Supplemental disclosure of cash flow information
Cash paid during the year
Interest........................................ $ 3,049 $ 2,642
-----------------------
Income Taxes.................................... $ 124 $ 277
-----------------------
</TABLE>
Page: 4
<PAGE>
BOE FINANCIAL SERVICES OF VA., INC.
Statement of Changes in Stockholders' Equity
For the Three Month Periods Ended June 30, 2000 and 1999
(in thousands)
<TABLE>
<CAPTION>
Accumulated
Compre- Other Additional
hensive Retained Comprehensive Common Paid-In
Total Income Earnings Income Stock Capital
----- ------ -------- ------ ----- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1998 $15,005 -- $4,194 $ 152 $5,839 $4,820
Comprehensive income
Net income 717 717 717
Other comprehensive income,
net of tax
Unrealized loss on
securities available-for-
sale (296) (296)
Reclassification
adjustment (1) (1) -- --
-------
Other comprehensive income,
Net of tax (297) (297)
Total comprehensive income $ 420
-----
Dividends paid (257) (257)
------- ------------------------------------------
Balance, June 30, 1999 $15,168 $4,654 $ (145) $5,839 $4,820
======= ==========================================
Balance, December 31, 1999 $15,383 -- 5,073 $ (349) $5,839 $4,820
Comprehensive income
Net income 868 868 868
Other comprehensive income,
net of tax
Unrealized (loss) on
securities available-for-
sale, net (58) (58)
Less reclassification
adjustment -- -- -- --
Other comprehensive income,
Net of tax (58) (58)
-----
Total comprehensive income $ 810
=====
Dividends paid (269) (269)
------- ------------------------------------------
Balance, June 30, 2000 $15,924 $5,672 $ (407) $5,839 $4,820
======= ==========================================
Page: 5
</TABLE>
Page: 5
<PAGE>
BOE FINANCIAL SERVICES OF VA., INC.
Notes to Consolidated Financial Statements
1. The accounting and reporting policies of the registrant conform to
generally accepted accounting principles and to the general practices within the
banking industry. The interim financial statements have not been audited;
however, in the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the
consolidated financial statements have been included.
BOE Financial Services of Virginia, Inc. (the "Company") became the holding
company for Bank of Essex (the "Bank") pursuant to a plan of share exchange
effective July 1, 2000. Under the plan of share exchange, all of the outstanding
shares of common stock of the Bank were exchanged for newly issued shares of
common stock of the Company and the Bank became a wholly-owned subsidiary of the
holding company. The Company's banking operations are conducted by the Bank.
These financial statements should be read in conjunction with the financial
statements and the footnotes included in the Bank's 1999 Annual Report to
Shareholders included by reference in the Form S-4 Registration Statement filed
with the Securities and Exchange Commission on March 24, 2000.
2. Earnings per share are based on the weighted average number of common
shares and common stock equivalents outstanding during the year. The number of
common shares and common stock equivalents used for June 30, 2000 and December
31, 1999 were 1,167,790 and 1,167,790, respectively.
3. Loans are shown on the balance sheets net of unearned discounts and the
allowance for loan losses. Interest is computed by methods which result in level
rates of return on principal. Loans are charged off when in the opinion of
management they are deemed to be uncollectable after taking into consideration
such factors as the current financial condition of the customer and the
underlying collateral and guarantees. Loan fees and origination costs are
deferred and the net amount amortized as an adjustment of the related loans
yield using the level yield method. The Bank is amortizing these amounts over
the contractual life of the related loans.
4. In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement requires companies to record derivatives
on the balance sheet as assets and liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether they qualify
for hedge accounting. This
Page: 6
<PAGE>
BOE FINANCIAL SERVICES OF VA., INC.
Notes to Consolidated Financial Statements
statement is not expected to have a material impact on the Bank's financial
statements. The standard also allows securities classified as held-to-maturity
to be transferred to the available-for-sale category at the date of initial
application of this standard. This statement is effective for fiscal quarters of
years beginning after June 15, 2000, with earlier adoption encouraged. The Bank
will adopt this accounting standard as required by January 1, 2001.
Page: 7
<PAGE>
Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to assist readers in understanding and
evaluating the financial condition and results of operations of BOE Financial
Services of Virginia, Inc. ("BOE" or "the Company"), the parent company of Bank
of Essex (the "Bank"). This section should be read in conjunction with BOE's
consolidated financial statements and accompanying notes included elsewhere in
this report, particularly note 1 which describes the formation of the Company in
a plan of share exchange.
Overview
--------
On June 30, 2000 BOE had total assets of $186.4 million, an increase of
$19.1 million or 11.4% from $167.3 million December 31, 1999. Total assets June
30, 1999 were $154.8 million. The June 30, 2000 total assets figure represents
an increase of 20.4% or $31.6 million over one year ago.
Total loans amounted to $138.4 million on June 30, 2000, an increase of
$12.4 million, or 9.8% over December 31, 1999. This June 30, 2000 figure
represents an increase of $24.2 million or 21.2% over total loans of $114.2
million on June 30, 1999.
The Company's securities portfolio increased $6.5 million, or 25.8% from
$25.2 million December 31, 1999 to $31.7 million June 30, 2000. Total securities
were $24.5 million on June 30, 1999. Federal funds sold were $2.4 million on
June 30, 2000, at December 31, 1999 BOE had purchased $.9 million of federal
funds. The Bank had federal funds sold of $1.4 million as of June 30, 1999.
The Bank is required to account for the effect of market changes in the
value of securities available-for-sale (AFS) under Financial Accounting
Standards Board Pronouncement #115 (FASB 115). The market value of the June 30,
2000 securities available-for-sale portfolio was $28.3 million compared to $21.6
million at December 31, 1999 and $21.3 million at June 30, 1999. The impact of
the change in market value of AFS securities, net of deferred income taxes, is
reflected in the Statement of Changes in Stockholder's Equity under Accumulated
other comprehensive income. On June 30, 2000 $407,000 represented the Bank's net
unrealized loss on AFS securities compared to $349,000 at December 31, 1999 and
a loss of $146,000 at June 30, 1999. These totals are also reported on the
Balance Sheet under Stockholder's Equity on the Accumulated other comprehensive
income line.
Total deposits at June 30, 2000 were $157.8 million. This $14.9 million
increase is 10.4% greater than total deposits of $142.9 million at December 31,
1999 and $19.1 million, or 13.8% greater than total deposits of $138.7 million
at June 30, 1999.
Stockholder's equity at June 30, 2000 was $15.9 million and represented
8.5% of total assets. Stockholder's equity was $15.4 million, or 9.2% of total
assets at December 31, 1999 and $15.2 million, or 9.8% of total assets at June
30, 1999.
Page: 8
<PAGE>
Results of Operations
----------------------
Net Income
Net income was $868,000 through six months of 2000, or $0.74 per common
share. This compares to net income of $717,000, or $0.61 per common share in the
first six months of 1999. The increase in earnings through six months of 2000
over 1999 was $151,000, or 21.1%. The number of average common shares
outstanding for each period was 1,167,790.
The increase in earnings was primarily from a $543,000, or 19.1% increase
in net interest income before provision for credit losses. Additionally,
noninterest income increased $206,000, or 48.4%, from $426,000 in the first half
of 1999 to $632,000 in the first half of 2000.
These increases in net income were offset by a $459,000, or 21.3% increase
in noninterest expenses from $2.2 million in the first six months of 1999 to
$2.6 million in the first six months of 2000. Income tax expense increased
$84,000 in the first half of 2000, or 39.4%, to $297,000, up from $213,000 in
the first half of 1999.
Net Interest Income
The Bank's results of operations are significantly affected by it's ability
to manage effectively the interest rate sensitivity and maturity of its
interest-earning assets and interest-bearing liabilities. At June 30, 2000 the
Bank's interest-earning assets exceeded it's interest-bearing liabilities by
approximately $21.8 million, compared with a $16.9 million excess one year ago.
Net interest margins were 4.23% through June 30, 2000 compared to 4.16% through
June 30, 1999.
Annualized net interest income on a tax-equivalent basis through six months
of 2000 increased by 18.2% to $6.8 million from $5.7 million for the same period
a year ago. Through the first six months of 2000 loan demand has been healthy,
thereby increasing funding pressures and ultimately increasing the Bank's cost
of funds. Through the first six months of 2000 the Bank's yield on earning
assets was 8.26%, up from 7.90% a year ago, while its cost of average interest
bearing liabilities increased from 4.30% to 4.52% during the same period. In
February, 2000 the Bank obtained a one year funding advance from the Federal
Home Loan Bank of Atlanta for $11,000,000. The Bank's loan-to-deposit ratio has
increased from 82.40% on June 30, 1999 to 87.75% on June 30, 2000.
Provision for Credit Losses
The Bank's provision for credit losses for the first quarter of 2000 was
$90,000 and $145,000 in the second quarter of 2000. The Bank expensed $90,000 in
the first and second quarters of 1999. The increase in provision in the second
quarter of 2000 was due to recognition of higher non-performing assets during
the quarter, increased possibilities of an economic slowdown in the months ahead
and higher loan volumes. Net charged-off loans were $39,000 in the first six
months of 2000 and $68,000 in the first six months of 1999. The allowance for
loan losses as a percentage of total loans was 1.30%, 1.27%, and 1.27%,
respectively as of June 30, 2000, December 31, 1999 and June 30, 1999.
Page: 9
<PAGE>
Noninterest Income
Noninterest income, including gains/(losses) on securities was $632,000 in
first half of 2000 compared to $426,000 in the same period of 1999. This
represents an increase of 48.4%, or $206,000. Service charges on deposit
accounts were $241,000 in the first two quarters of 2000, a 23.6% increase over
$195,000 in the first two quarters of 1999. A larger deposit base of 10.4% for
the comparison period and increased management focus in this area represent this
improvement. Other fee income increased 56.6%, or $120,000 from $212,000 in the
first two quarters of 1999 to $332,000 in the first two quarters of 2000.
$110,000 of this increase was due to adjustments to non-qualified benefit plan
accruals primarily resulting from the death of one of the covered persons. In
the first half of 2000 the Bank realized losses non available-for-sale
securities of $6,000 and in the first half of 1999 gains of $2,000 were realized
on sales from the securities portfolio.
Noninterest Expenses
Noninterest expenses increased $459,000, or 21.3%, from $2.2 million in the
first two quarters of 1999 to $2.6 million in the first two quarters of 2000.
Salaries and employee benefits comprised the largest component of this increase,
$211,000, from $1,050,000 in the first two quarters of 1999 to $1,261,000 in the
first two quarters of 2000. New employees were added to the Bank's payroll
during the second quarter of 1999 in anticipation of the Bank's newest office
which opened in June of 1999. This facility houses a fixed rate mortgage
department, commercial loan department and a full service branch. In August of
1999 a commercial lender was added and in October of 1999 an investment officer
joined the company.
Income Taxes
Income tax expense through June 30, 2000 was $297,000. This represents a
$84,000, or 39.4% increase over $213,000 in income tax expense for the same
period in 1999.
Asset Quality
The Bank's allowance for credit losses totaled $1.797 million on June 30,
2000 or 1.30% of total loans, as compared to 1.27% at December 31, 1999 and
1.27% on June 30, 1999. On June 30, 2000 the Bank had non-performing assets of
$1.377 million compared to $85,000 on June 30, 1999. Loans past due and still
accruing interest totaled $827,000 on June 30, 2000 compared to $1,433,000 on
June 30, 1999.
Capital Requirements
The determination of capital adequacy depends upon a number of factors,
such as asset quality, liquidity, earnings, growth trends and economic
conditions. The Bank seeks to maintain a strong capital base to support its
growth and expansion plans, provide stability to current operations and promote
public confidence in the Bank.
The federal banking regulators have defined three tests for assessing the
capital strength and adequacy of banks, based on two definitions of capital.
"Tier 1 Capital" is defined as a combination of common and qualifying preferred
stockholders' equity less goodwill. "Tier 2 Capital" is defined as qualifying
subordinated debt and a portion of the allowance for loan losses. "Total
Capital" is defined as Tier 1 Capital plus Tier 2 Capital.
Page: 10
<PAGE>
Three risk-based capital ratios are computed using the above capital
definitions, total assets and risk-weighted assets and are measured against
regulatory minimums to ascertain adequacy. All assets and off-balance sheet risk
items are grouped into categories according to degree of risk and assigned a
risk-weighting and the resulting total is risk-weighted assets. "Tier 1 Risk-
based Capital" is Tier 1 Capital divided by risk-weighted assets. "Total Risk-
based Capital" is Total Capital divided by risk-weighted assets. The Leverage
ratio is Tier 1 Capital divided by total average assets.
At June 30, 2000 the Bank's ratio of total capital to risk-weighted assets
was 11.26% and its ratio of Tier 1 Capital to risk-weighted assets was 10.06%.
The Bank's leverage ratio (Tier I capital to average adjusted total assets)was
8.39%. These ratios exceed regulatory minimums.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------
The statements contained in this report that are not historical facts may be
forward looking statements. The forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from historical results or those anticipated. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of their dates.
Year 2000 Issue
---------------
The Y2K issue involved the risk that computer programs and computer Systems
would not be able to perform without interruption into the year 2000. If
computer systems did not correctly recognize the date change from December 31,
1999 to January 1, 2000, computer applications that rely on the date field could
have failed or created erroneous results. All computer programs and systems at
the Bank operated without problems when the date change occurred from December
31, 1999 to January 1, 2000. While the Bank will continue to monitor computer
programs and systems, no problems are expected. To date the Bank has expensed
$35,000 related to the Year 2000 issue. Remaining expenditures are not expected
to have a material effect on the Bank's consolidated financial statements.
PART II - OTHER INFORMATION
Item 4. -Submission of Matters to a Vote of Security Holders Bank of Essex
Annual Meeting was held on May 12, 2000.
(a) An Agreement and Plan of Reorganization that made Bank of Essex a wholly
owned subsidiary of BOE Financial Services of Virginia, Inc. was approved by
shareholders.
For 811,607
Against 44,489
Abstain 36,362
(b) Robert H. Ball, R. Tyler Bland, III, L. McCauley Chenault, Alexander F.
Dillard, Jr., George B. Elliott, Frances H. Ellis, Robert F. Hutchinson, George
M. Longest, Jr., Philip T. Minor, and William G. Townsend, all of the directors
nominated for election, were elected to the Board of Directors of the Bank to
serve until the Annual Meeting held in 2001 and until their successors are duly
elected. The directors of the Bank are also directors of BOE Financial Services
of Virginia, Inc.
For 1,005,228
Against 0
Page: 11
<PAGE>
Withheld 7,547
Abstained (800 Ball,500 Chenault,400 Townsend)
(c) The appointment of Yount, Hyde & Barbour, P.C. as independent auditors of
the Bank for 2000 was ratified by the shareholders of the Bank. Yount, Hyde &
Barbour, P.C. also serve as independent auditors of BOE Financial Services of
Virginia, Inc.
For 1,016,396
Against 1,500
Withheld 7,647
SIGNATURES
In accordance with to the requirements of the Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BOE Financial Services of Virginia, Inc.
(Registrant)
8/10/00
-------- By: /s/George M. Longest, Jr.
(Date) -------------------------
(Signature)
George M. Longest, Jr.
President and Chief Executive Officer
8/10/00
-------- By: /s/Bruce E. Thomas
(Date) ----------------------
(Signature)
Bruce E. Thomas
Secretary, Vice President & Cashier
Page: 12
