CENTRAL VIRGINIA BANKSHARES INC
10QSB, 2000-11-14
STATE COMMERCIAL BANKS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-QSB


                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter Ended                                            Commission File No.
September 30, 2000                                                000-24002



                        CENTRAL VIRGINIA BANKSHARES, INC.


           Virginia                                               54-1467806
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)



                              2036 New Dorset Road
                                  P. O. Box 39
                            Powhatan, Virginia 23139
                     (Address of Principal Executive Office)

                                 (804) 598-4216
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No (not subject to filing  requirements
for the past 90 days).

As of November 14, 2000, 1,931,684 shares were outstanding.


<PAGE>

                        CENTRAL VIRGINIA BANKSHARES, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                                November 14, 2000

                                      INDEX



Part I.  Financial Information                                          Page No.
------------------------------                                          --------

Item 1   Financial Statements

         Consolidated Balance Sheets - September 30, 2000
         and 1999..............................................................3

         Consolidated Statements of Income - Three
         Months Ended September 30, 2000 and 1999
         and Nine Months Ended September 30, 2000 and 1999.....................4

         Consolidated Statements of Cash Flows - Nine
         Months Ended September 30, 2000 and 1999..............................5

         Notes to Consolidated Financial Statements -
         September 30, 2000 and 1999 (Unaudited).............................6-7

Item 2   Management's Discussion and Analysis or
         Plan of Operation..................................................8-13


Part II.  Other Information
---------------------------

Item 1   Legal Proceedings.................................................13-14

Item 6   Exhibits and Reports on Form 8-K.....................................14

Signatures....................................................................15







                                      -2-
<PAGE>
                                     PART I
ITEM 1  FINANCIAL STATEMENTS

                        CENTRAL VIRGINIA BANKSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           September 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     ASSETS                                 Sept. 30, 2000     Sept. 30, 1999
                                     ------                                 --------------     --------------
<S>                                                                         <C>               <C>
Cash and due from banks                                                     $    4,819,226     $    5,671,789
Federal funds sold                                                               3,583,000                  -
                                                                            --------------     --------------
      Total cash and cash equivalents                                       $    8,402,226     $    5,671,789
Securities available for sale                                                   18,768,293         19,599,615
Securities held to maturity (approximate market value 2000 $24,635,847;
  1999 $27,008,221)                                                             25,046,038         27,079,306
Mortgage loans held for sale                                                       136,000            345,000
Total loans                                                                    134,896,208        130,884,686
  Less: Unearned income                                                           (370,085)          (262,270)
           Reserve for loan losses                                              (1,571,700)        (1,411,747)
                                                                            --------------     --------------
Loans, net                                                                     132,954,423        129,210,669
                                                                            --------------     --------------
Bank premises and equipment, net                                                 4,273,933          4,631,976
Accrued interest receivable                                                      1,741,052          1,354,445
Other assets                                                                     3,564,558          2,395,692
                                                                            --------------     --------------
      Total assets                                                          $  194,886,523     $  190,288,492
                                                                            ==============     ==============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Deposits:
    Demand deposits                                                         $   22,563,877     $   21,840,979
    Interest bearing demand deposits and NOW accounts                           31,947,968         35,469,295
    Savings deposits                                                            18,180,973         19,314,632
    Time deposits, $100,000 and over                                            16,171,314         14,719,665
    Other time deposits                                                         71,887,937         65,390,868
                                                                            --------------     --------------
                                                                            $  160,752,069     $  156,735,439
  Federal funds purchased and securities sold under repurchase agreements          284,747         10,796,987
  FHLB advance                                                                  15,000,000          5,000,000
  Note payable                                                                      18,000             27,000
  Accrued interest payable                                                         459,986            363,753
  Other liabilities                                                                106,402            142,819
                                                                            --------------     --------------
      Total liabilities                                                     $  176,621,204     $  173,065,998
                                                                            --------------     --------------

STOCKHOLDERS' EQUITY
  Common stock,  $1.25 par value; 6,000,000 shares authorized;
    1,931,684 and 1,923,156 shares issued and outstanding in
    2000 and 1999, respectively                                             $    2,414,605     $    2,403,945
  Surplus                                                                        4,400,845          4,337,689
  Retained earnings                                                             12,419,648         11,150,568
  Accumulated other comprehensive income                                          (969,779)          (669,708)
                                                                            --------------     --------------
      Total stockholders' equity                                            $   18,265,319     $   17,222,494
                                                                            --------------     --------------
      Total liabilities and stockholders' equity                            $  194,886,523     $  190,288,492
                                                                            ==============     ==============
Loan to Deposit Ratio                                                                82.71%             82.44%
Book Value Per Share                                                        $         9.46     $         8.96
</TABLE>

See Notes to Consolidated Financial Statements.

                                      -3-
<PAGE>
                        CENTRAL VIRGINIA BANKSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended            Nine Months Ended
                                                                    September 30,                 September 30,
                                                            ---------------------------------------------------------
                                                                2000            1999           2000          1999
                                                                ----            ----           ----          ----
<S>                                                         <C>             <C>            <C>            <C>
Interest income
  Interest and fees on loans                                $ 3,155,714     $ 2,816,359    $ 9,218,766    $ 7,931,912
  Interest on securities:
    U.S. Government agencies and corporations                   264,863         267,356        803,085      1,032,064
    U.S. Treasury securities                                          0          31,442         23,378         94,573
    States and political subdivisions                           405,071         391,796      1,142,278      1,181,536
    Other                                                       133,733          96,624        395,010        283,165
  Interest on federal funds sold                                 42,538           1,388         73,524          1,698
                                                            -----------     -----------    -----------    -----------
      Total interest income                                 $ 4,001,919     $ 3,604,965    $11,656,041    $10,524,948
                                                            -----------     -----------    -----------    -----------
Interest expense
  Interest on deposits                                      $ 1,713,186     $ 1,486,531    $ 4,737,659    $ 4,448,517
  Interest on federal funds purchased and securities
     sold under repurchase agreements                             5,117         100,439         60,342        293,446
  Interest on FHLB borrowings                                   256,170          74,750        836,826        221,813
  Interest on note payable                                          360             540          1,260          1,800
                                                            -----------     -----------    -----------    -----------
      Total interest expense                                $ 1,974,833     $ 1,662,260    $ 5,636,087    $ 4,965,576
                                                            -----------     -----------    -----------    -----------
      Net interest income                                   $ 2,027,086     $ 1,942,705    $ 6,019,954    $ 5,559,372
  Provision for loan losses                                     120,500          60,000        240,500        159,000
                                                            -----------     -----------    -----------    -----------
      Net interest income after provision for loan losses   $ 1,906,586     $ 1,882,705    $ 5,779,454    $ 5,400,372
                                                            -----------     -----------    -----------    -----------
  Other income
    Deposit fees and charges                                $   286,244     $   266,282    $   839,040    $   705,654
    Realized gain on sales of securities available for sale           -           2,763              -          5,903
    Other                                                       142,999          81,852        322,849        271,381
                                                            -----------     -----------    -----------    -----------
      Total other income                                    $   429,243     $   350,897    $ 1,161,889    $   982,938
                                                            -----------     -----------    -----------    -----------
  Other expenses
    Salaries and wages                                      $   771,300     $   657,600    $ 2,203,300    $ 1,892,500
    Pensions and other employee benefits                        125,741         117,494        335,838        305,531
    Occupancy expense                                            76,365          67,668        222,269        201,880
    Equipment depreciation                                      134,614         136,655        406,066        346,236
    Equipment repairs and maintenance                            55,611          55,986        161,696        169,837
    Advertising and public relations                             26,652          39,074         84,886        135,976
    Federal insurance premiums                                    7,619           5,589         23,279         16,656
    Office supplies, telephone and postage                       89,299          98,009        299,019        327,259
    Taxes and licenses                                           30,165          33,450         97,300        100,745
    Legal and professional fees                                  (1,577)         80,625        255,152        162,325
    Other operating expenses                                    224,844         261,024        707,136        724,478
                                                            -----------     -----------    -----------    -----------
      Total other expenses                                  $ 1,540,633     $ 1,553,174    $ 4,795,941    $ 4,383,423
                                                            -----------     -----------    -----------    -----------
  Income before income taxes                                $   795,196     $   680,428    $ 2,145,402    $ 1,999,887
  Income taxes                                                  266,938         197,185        650,999        585,022
                                                            -----------     -----------    -----------    -----------
      Net income                                            $   528,258     $   483,243    $ 1,494,403    $ 1,414,865
                                                            ===========     ===========    ===========    ===========
  Per share of common stock:
    Income before income taxes                              $      0.41     $      0.35    $      1.11    $      1.04
      Net income                                            $      0.27     $      0.25    $      0.77    $      0.74
Dividends paid per share                                    $      0.10     $      0.10    $      0.30    $      0.30
Weighted average shares                                       1,931,684       1,920,800      1,928,145      1,917,776
Return on average assets                                           1.09%           1.04%          1.03%          1.02%
Return on average equity                                          11.88%          11.86%         11.37%         11.55%
</TABLE>
See Notes to Consolidated Financial Statements


                                      -4-
<PAGE>
                        CENTRAL VIRGINIA BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
                                                                              2000                1999
                                                                              ----                ----
<S>                                                                     <C>                 <C>
Cash Flows from Operating Activities
  Net Income                                                            $    1,494,403      $    1,414,865
  Adjustments to reconcile net income to net cash provided by
    operating activities:
    Depreciation                                                               473,640             415,113
    Provision for loans losses                                                 240,500             159,000
    Amortization and accretion on securities                                    39,132              62,437
    Realized gain on sales of securities available for sale                          -              (5,903)
    Loss on sale of foreclosed real estate                                       4,040              32,775
    Change in operating assets and liabilities:
      (Increase) decrease in assets:
        Mortgage loans held for sale                                           224,772             414,466
        Accrued interest receivable                                           (335,000)            113,150
        Other assets                                                          (425,712)           (187,273)
      Increase (decrease) in liabilities:
        Accrued interest payable                                                65,262             (12,024)
        Other liabilities                                                     (233,270)           (150,774)
                                                                        --------------      --------------
    Net cash provided by operating activities                           $    1,547,767      $    2,255,832
                                                                        --------------      --------------
Cash Flows from Investing Activities
  Proceeds from maturities of securities held to maturity               $    1,435,000      $    1,830,000
  Purchase of securities held to maturity                                            -          (1,304,824)
  Proceeds from sales and maturities of securities available for sale          486,790           8,926,183
  Purchase of securities available for sale                                    (66,600)           (597,500)
  Net increase in loans made to customers                                   (4,905,526)        (19,892,766)
  Net purchases of premises and equipment                                     (145,366)           (765,132)
  Proceeds from sale of foreclosed real estate                                 361,696             163,950
  Net expenditures on foreclosed real estate                                   (15,142)             (8,326)
                                                                        --------------      --------------
    Net cash (used in) investing activities                             $   (2,849,148)     ($  11,648,415)
                                                                        --------------      --------------
Cash Flows from Financing Activities
  Net increase in deposits                                              $    8,541,068      $    2,008,638
  Net increase (decrease) in federal funds purchased and securities
    sold under repurchase agreements                                            11,705           5,716,795
  Repayment of FHLB borrowings                                              (4,000,000)                  -
  Repayment of note payable                                                     (9,000)             (9,000)
  Net proceeds from issuance of common stock                                    73,816             110,261
  Dividends paid                                                              (578,234)           (575,126)
                                                                        --------------      --------------
    Net cash provided by financing activities                           $    4,039,355      $    7,251,568
                                                                        --------------      --------------
    Increase (decrease) in cash and cash equivalents                    $    2,737,974      ($   2,141,015)
Cash and cash equivalents:
  Beginning                                                                  5,664,252           7,812,804
                                                                        --------------      --------------
  Ending                                                                $    8,402,226      $    5,671,789
                                                                        ==============      ==============
Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest                                                            $    5,570,825      $    4,977,600
                                                                        ==============      ==============
    Income Taxes                                                        $      560,992      $      583,856
                                                                        ==============      ==============
</TABLE>
See Notes to Consolidated Financial Statements


                                      -5-
<PAGE>

                        CENTRAL VIRGINIA BANKSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2000 and 1999
                                   (Unaudited)


Note 1  Basis of Presentation

These interim  financial  statements are unaudited;  however,  such  information
reflects all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented. All adjustments
are of a normal recurring nature.

Note 2  Comprehensive Income

A  reconciliation  from net income to total  comprehensive  income for the three
months and nine months ended September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
                                                          Three Months Ended                 Nine Months Ended
                                                            September 30,                      September 30,
                                                     -----------------------------    --------------------------------
                                                        2000             1999             2000              1999
                                                     ------------     ------------    --------------    --------------
<S>                                                     <C>              <C>             <C>               <C>
Net income                                              $528,258         $483,243        $1,494,403        $1,414,865
Other comprehensive income, net of tax:
  Unrealized holding gains (losses) arising
    during the period on securities available
    for sale, net of deferred income taxes               137,538         (186,851)          188,534          (844,635)
                                                     ------------     ------------    --------------    --------------
Total comprehensive income                              $665,796         $296,392        $1,682,937          $570,230
                                                     ============     ============    ==============    ==============
</TABLE>

Note 3  Commitments and Contingencies

As previously  reported in the Company's Quarterly Report on Form 10-QSB for the
period  ended  June 30,  2000,  the Bank was a party  to  lawsuits  filed by Old
Republic  National  Title  Insurance  Company,  in its own name and on behalf of
twelve mortgage  lenders  insured by Old Republic,  in the Circuit Court for the
County of  Chesterfield,  Virginia and by the trustee in bankruptcy for Alliance
Title and Escrow,  Ltd. in the United  States  Bankruptcy  Court for the Eastern
District  of  Virginia.   Both  lawsuits   arose   primarily  from  the  alleged
misappropriation  of funds by the president of Alliance  Title from the Alliance
Title accounts maintained with the Bank.

In August 2000,  the Bank,  Old Republic and Alliance Title reached an agreement
to settle  the  lawsuits.  The  settlement  agreement  has been  signed  and all
proceedings  in the United  States  Bankruptcy  Court have been  dismissed.  The
consummation of the settlement in the state court cases is in progress. Although
the parties are required to keep the terms of the settlement  confidential,  the
settlement does not have a material adverse impact on the Company.




                                      -6-
<PAGE>

Note 4  New Accounting Standards

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Financial
Accounting  Standard  ("FAS") 133,  "Accounting  for Derivative  Instruments and
Hedging  Activities," which establishes  accounting and reporting  standards for
derivative  instruments and hedging  activities.  Certain  provisions of FAS 133
were amended by FAS 137 and FAS 138. Under FAS 133, as amended,  derivatives are
recognized on the balance sheet at fair value as an asset or liability.  Changes
in the fair  value of  derivatives  will be  reported  as a  component  of other
comprehensive  income or  recognized  as earnings  through the income  statement
depending on the nature of the instrument. FAS 133 is effective for all quarters
of fiscal years beginning after June 15, 2000, with earlier adoption  permitted.
The Company has not adopted FAS 133 yet and is  currently  evaluating  FAS 133's
effect  on its  financial  position  and  results  of  operation,  but it is not
expected to have a material impact.
















                                      -7-
<PAGE>

ITEM 2  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

Results of Operations

         The Company's net income totaled $528,258 in the third quarter of 2000,
an increase of 9.3% from the third  quarter of 1999.  The earnings for the third
quarter of 2000 were  positively  affected by increased  interest and fee income
from loans as well as  increased  other  income  and a decrease  in the total of
other expenses. The increase in interest and fee income on loans is attributable
to a 3.1% increase in the volume of loans since September 30, 1999 as well as an
increase in interest rates.

         The primary cause of the decrease in other  expenses  resulted from the
settlement  of  litigation,  which has been  ongoing  since  early  1999.  Legal
expenses for the defense of this  litigation  has impacted  earnings  since that
time.  While the terms of the  settlement  agreement may not be  disclosed,  the
Company received partial reimbursement for previously expensed legal fees.

         Net  income  per  common  share for the third  quarter of 2000 was $.27
compared to $.25 in the same period last year. The Company's  annualized  return
on average  equity was 11.88% in the third  quarter of 2000,  compared to 11.86%
for the third quarter of 1999,  while the return on average  assets  amounted to
1.09% and 1.04% for these same periods respectively.

         The Company's  net income for the nine months ended  September 30, 2000
totaled $1,494,403, an increase of 5.6% over the first nine months of 1999. This
increase is also  primarily  the result of an  increase  in interest  income and
other income.  Net income per common share for the first nine months of 2000 was
$.77  compared to $.74 for the same  period in 1999.  The  Company's  annualized
return on average  equity was 11.37% for the nine  months  ended  September  30,
2000,  compared to 11.55% for the nine months  ended  September  30,  1999.  The
return on average  assets  amounted  to 1.03% and 1.02% for these same  periods,
respectively.

         Net Interest  Income.  The Company's net interest income was $2,027,086
for the third quarter of 2000,  compared to $1,942,705  for the third quarter of
1999. The increase in net interest income in 2000 was attributable  primarily to
the increase in the loans  outstanding  component of Company's  average interest
earning  assets.  Average  interest  earning  assets were $182.4 million for the
third quarter of 2000, compared to $173.3 million for the third quarter of 1999.
Average  loans  outstanding  increased  $7.7  million,  or 6.1% to an average of
$133.3  million for the quarter  ended  September 30, 2000.  Average  investment
securities  decreased 2.1% to $46.6 million for the quarter ended  September 30,
2000. For the nine months ended  September 30, 2000,  average  interest  earning
assets rose 5.8% to $181.9 million compared to the same period in 1999.

         For the quarter ended September 30, 2000, fully  taxable-equivalent net
interest income was $2,051,635 compared to $2,017,879 at September 30, 1999. For
the nine month periods, net interest income on a fully  taxable-equivalent basis
was $6,194,890 and $5,791,952, respectively.

         The  net  interest   margin  is  a  measure  of  net  interest   income
performance.  It represents the difference  between  interest income (on a fully
taxable-equivalent basis), including net loan fees earned, and interest expense,
reflected as a percentage of average interest earning assets.  The Company's net
interest  margin was 4.50% for the third  quarter of 2000  compared  to 4.64% in
1999. For the nine months ended  September 30, 2000 the net interest  margin was
4.54% compared to 4.46% for the same period of 1999.



                                       -8-
<PAGE>

         Non-Interest  Income. In the third quarter of 2000, the Company's total
non-interest income totaled $429,243, an increase of 22.3%, or $78,346, compared
to 1999. Of the various  components  of  non-interest  income,  this increase is
primarily  attributable to an increase in service  charges  collected on deposit
accounts. This increase is due to an increase in the number and volume of demand
deposit accounts as well as changes in the amount of the various  charges.  Also
included in the increase in  non-interest  income are revenues from our recently
established  non-deposit  investment sales program. For the first nine months of
2000,  non-interest income increased by $178,951 or 18.2% compared to 1999. This
increase is also related to the increase in service charges on deposit  accounts
and the revenue from the non-deposit investment sales program.

         Non-Interest Expense. The Company's total non-interest expenses for the
third quarter ended  September 30, 2000 decreased  $12,541,  or .8%, and for the
nine month period ended September 30, 2000 increased $412,518,  or 9.4% compared
to the same periods in 1999.  Expenses related to salaries and employee benefits
not treated as an adjustment to the yield of loans originated increased $121,947
for the quarter and $341,107  for the first nine months of 2000  compared to the
same periods in 1999.  These increases result from staff turnover and subsequent
replacement as well as general increases in the cost of benefits.  Occupancy and
equipment  expenses  increased 2.4% for the quarter and 10.0% for the nine-month
period  primarily due to continued  investment in new  technology.  Expenses for
advertising and public  relations  decreased 31.8% for the quarter and 37.6% for
the nine months ended  September 30, 1999. The previously  mentioned  litigation
settlement in the third  quarter of 2000 resulted in a 102.0%  decrease in legal
and  professional  fees for the quarter ended  September 30, 2000. For the first
nine months of 2000, legal and professional  fees increased 57.2% as a result of
fees incurred from the litigation.

         Income  Taxes.  The Company  reported  income taxes of $266,938 for the
third  quarter  and  $650,999  for the first nine  months of 2000,  compared  to
$197,185 and $585,022 for the same periods in 1999, respectively.  These amounts
yielded  effective  tax rates of 33.6% for the  quarter  and 30.3% for the first
nine months of 2000,  compared to 29.0% and 29.3% for the same  periods in 1999,
respectively.

Financial Condition

         Loan  Portfolio.  The  Company is an active  residential  mortgage  and
residential  construction lender and generally extends commercial loans to small
and medium sized  businesses  within its primary  service  area.  The  Company's
commercial lending activity extends across its primary service area of Powhatan,
Cumberland  and  western  Chesterfield  Counties.  Consistent  with its focus on
providing  community-based  financial services,  the Company does not attempt to
diversify its loan portfolio  geographically  by making  significant  amounts of
loans to borrowers outside of its primary service area.

         The principal  economic risk  associated with each of the categories of
loans in the  Company's  portfolio  is the  creditworthiness  of its  borrowers.
Within  each  category,  such  risk  is  increased  or  decreased  depending  on
prevailing  economic  conditions.  The risk  associated  with  the  real  estate
mortgage loans and installment loans to individuals varies based upon employment
levels,  consumer  confidence,  fluctuations in value of residential real estate
and other conditions that affect the ability of consumers to repay indebtedness.
The risk associated with  commercial,  financial and  agricultural  loans varies
based upon the  strength and  activity of the local  economies of the  Company's
market areas.  The risk  associated with real estate  construction  loans varies
based  upon  the  supply  of and  demand  for  the  type of  real  estate  under
construction. Many of the Bank's real estate construction loans are for pre-sold
or contract homes.

         At September 30, 2000 total loans increased $4.55 million from December
31, 1999 and $4.01 million from  September 30, 1999. The  loan-to-deposit  ratio
was 82.7% at  September  30, 2000,



                                      -9-
<PAGE>

compared to 84.5% at December 31, 1999,  and 82.4% at September  30, 1999. As of
September 30, 2000, real estate loans accounted for 52.9% of the loan portfolio,
consumer loans were 24.8%, and commercial and industrial loans totaled 22.3%.

         Asset Quality. Non-performing loans include non-accrual loans, loans 90
days or more past due and  restructured  loans.  Non-accrual  loans are loans on
which interest  accruals have been  discontinued.  Loans which reach non-accrual
status may not be restored to accrual status until all delinquent  principal and
interest has been paid, or the loan becomes both well secured and in the process
of collection. Restructured loans are loans with respect to which a borrower has
been granted a concession on the interest rate or the original  repayment  terms
because of financial difficulties.

         The following table summarizes non-performing loans:
<TABLE>
<CAPTION>
                                                                Sept. 30,           December 31,         Sept. 30,
                                                                  2000                 1999                1999
                                                                  ----                 ----                ----
                                                                             (Dollars in Thousands)
<S>                                                              <C>                  <C>                 <C>
Loans accounted for on a non-accrual basis                       $  532               $  109              $  312
Loans contractually past due 90 days or more as to
  interest or principal payments (not included in
  non-accrual loans above)                                          605                1,680                 334
Loans restructured and in compliance with modified terms
  (not included in non-accrual loans or loans
  contractually past due 90 days or more above)                      --                   --                  --
                                                                 ------               ------              ------
        Total                                                    $1,137               $1,789              $  646
                                                                 ======               ======              ======
</TABLE>
         Management  is not aware of any other loans at September 30, 2000 which
involve  serious  doubts as to the ability of such  borrowers to comply with the
existing payment terms.

         Management  has analyzed the  potential  risk of loss on the  Company's
loan  portfolio,  given  the  loan  balances  and the  value  of the  underlying
collateral,  and has recognized losses where appropriate.  Non-performing  loans
are closely  monitored on an ongoing basis as part of the Company's  loan review
process.  Management  reviews the loan loss  allowance at the end of each month.
Based primarily on the Company's loan  classification  system,  which classifies
problem  credits as  substandard,  doubtful or loss,  additional  provisions for
losses are made  monthly.  The ratio of the  allowance  for loan losses to total
loans was 1.17%,  1.14% and 1.08% at September  30, 2000,  December 31, 1999 and
September  30,  1999,  respectively.  At  September  30,  2000 the  ratio of the
allowance for loan losses to non-performing loans was 138.2%,  compared to 83.1%
at December 31, 1999 and 218.1% at September 30, 1999.

         Management evaluates  non-performing loans relative to their collateral
value and makes  appropriate  reductions  in the  carrying  value of those loans
based on that review. Management believes, based on its review, that the Company
has  adequate  reserves  to cover any future  write down that may be required on
these loans.

         For each period  presented,  the provision  for loan losses  charged to
operations is based on management's judgment after taking into consideration all
factors connected with the collectibility of the existing portfolio.  Management
evaluates  the loan  portfolio in light of economic  conditions,  changes in the
nature  and  value of the  portfolio,  industry  standards  and  other  relevant
factors.  Specific  factors  considered by management in determining the amounts
charged to operations include internally generated loan review



                                      -10-
<PAGE>

reports, previous loan loss experience with the borrower, the status of past due
interest  and  principal   payments  on  the  loan,  the  quality  of  financial
information  supplied by the borrower and the general financial condition of the
borrower.

         The  provision for loan losses  totaled  $120,500 for the quarter ended
September  30, 2000 and $60,000 for the same period in 1999.  For the nine month
periods ended September 30, 2000 and 1999, the provision for loan losses totaled
$240,500 and $159,000, respectively. In the opinion of management, the provision
charged to operations has been  sufficient to absorb the current year's net loan
losses while continuing to increase the allowance for loan losses.

Securities

         The Company's securities portfolio serves several purposes. Portions of
the portfolio secure certain public and trust deposits.  The remaining  portions
are held as  investments  or used to assist the Company in  liquidity  and asset
liability  management.  During the first nine months of 2000,  total  securities
decreased 3.5% to $43.8 million, or 22.5% of total assets at September 30, 2000.
At December 31, 1999,  total  securities  were $45.4 million,  or 24.0% of total
assets and at September 30, 1999, total securities were $46.7 million,  or 24.5%
of total assets.

         The securities portfolio consists of two components, securities held to
maturity and securities available for sale. Securities are classified as held to
maturity when  management  has the intent and the Company has the ability at the
time of purchase to hold the securities to maturity. Held to maturity securities
are carried at cost  adjusted  for  amortization  of premiums  and  accretion of
discounts.  Securities to be held for indefinite  periods of time are classified
as available  for sale and  accounted  for at the lower of cost or market value.
Securities available for sale include securities that may be sold in response to
changes in market interest  rates,  changes in the security's  prepayment  risk,
increases in loan demand, general liquidity needs and other similar factors. The
Company's recent purchases of investment  securities have generally been limited
to  securities  of high credit  quality with short to medium term  maturities or
securities with longer maturities and short to medium term call features.

         The fully  taxable  equivalent  annualized  average yield on the entire
portfolio was 7.44% for the third quarter and 7.27% for the first nine months of
2000,  compared to 6.94% and 7.13% for the same periods in 1999.  The book value
of the portfolio exceeded the market value by $1,883,747 at September 30, 2000.

Deposits and Short-Term Borrowings

         The Company's  predominate source of funds is depository accounts.  The
Company's deposit base is comprised of demand deposits, savings and money market
accounts  and other time  deposits.  The  Company's  deposits  are  provided  by
individuals and businesses located within the communities served.

         Total deposits grew by 5.6% between December 31, 1999 and September 30,
2000.  The average  aggregate  interest  rate paid on deposits  was 4.26% in the
third  quarter of 2000 and 3.92% for the first nine months of 2000,  compared to
3.79% and 3.82% for the same  periods in 1999.  The  majority  of the  Company's
deposits are higher  yielding  time  deposits  because most of its customers are
individuals  who seek  higher  yields  than those  offered on savings and demand
accounts.






                                      -11-
<PAGE>

         The  following  table is a summary of time deposits of $100,000 or more
by remaining maturities at September 30, 2000:

                                                     September 30, 2000
                                                       Time Deposits
                                                       -------------
                                                   (Dollars in Thousands)

            Three months or less                          $ 2,989
            Three to twelve months                          4,797
            Over twelve months                              8,385
                                                          -------
               Total                                      $16,171
                                                          =======

Capital Resources

         The assessment of capital  adequacy depends on a number of factors such
as asset  quality,  liquidity,  earnings  performance  and changing  competitive
conditions and economic  forces.  The Company seeks to maintain a strong capital
base to support its growth and  expansion  activities,  to provide  stability to
current  operations  and to promote  public  confidence.  The Company's  capital
position continues to exceed regulatory minimums.

         Banking  regulations  also require the Bank to maintain certain minimum
capital levels in relation to Bank Assets.  Capital is measured using a leverage
ratio  as well  as  based  on  risk-weighting  assets  according  to  regulatory
guidelines. A comparison of the Bank's actual regulatory capital as of September
30, 2000, with minimum requirements, as defined by regulation, is shown below:

                                             Minimum                Actual
                                           Requirements       September 30, 2000
                                           ------------       ------------------

         Tier 1 risk-based capital             4.0%                 12.35%
         Total risk-based capital              8.0%                 13.45%
         Leverage ratio                        3.0%                  9.20%

Liquidity and Interest Rate Sensitivity

         Liquidity.  Liquidity  is  the  ability  to  meet  present  and  future
financial  obligations through either the sale or maturity of existing assets or
the acquisition of additional funds through liability management.  Liquid assets
include  cash,  interest  bearing  deposits  with  banks,  federal  funds  sold,
investments and loans maturing within one year. The Company's  ability to obtain
deposits  and  purchase  funds  at  favorable  rates  determines  its  liability
liquidity.  As a result of the  Company's  management  of liquid  assets and the
ability to generate  liquidity through liability  funding,  management  believes
that  the  Company  maintains  overall  liquidity   sufficient  to  satisfy  its
depositors' requirements and meet its customers' credit needs.

         Additional sources of liquidity  available to the Company include,  but
are not limited to, loan repayments,  the ability to obtain deposits through the
adjustment of interest  rates and the  purchasing of federal  funds.  To further
meet its  liquidity  needs,  the Company also has access to the Federal  Reserve
System.  In the past,  growth in  deposits  and  proceeds  from the  maturity of
investment securities have been sufficient to fund the net increase in loans.



                                      -12-
<PAGE>

         Interest  Rate   Sensitivity.   In  conjunction   with   maintaining  a
satisfactory  level of  liquidity,  management  must also  control the degree of
interest  rate risk assumed on the balance  sheet.  Managing  this risk involves
regular  monitoring  of the  interest  sensitive  assets  relative  to  interest
sensitive liabilities over specific time intervals.

Effects of Inflation

         Inflation  significantly  affects industries having high proportions of
fixed  assets  or high  levels  of  inventories.  Although  the  Company  is not
significantly  affected  in these  areas,  inflation  does have an impact on the
growth of assets.  As assets  grow  rapidly,  it becomes  necessary  to increase
equity capital at  proportionate  levels to maintain the  appropriate  equity to
asset ratios.  Traditionally,  the Company's earnings and high capital retention
levels have enabled the Company to meet these needs.

         The  Company's   reported   earnings  results  have  been  affected  by
inflation,  but isolating the effect is difficult. The different types of income
and  expense  are  affected  in various  ways.  Interest  rates are  affected by
inflation,  but the timing and  magnitude of the changes may not  coincide  with
changes in the consumer price index.  Management actively monitors interest rate
sensitivity in order to minimize the effects of inflationary  trends on interest
rates.  Other areas of  non-interest  expenses may be more directly  affected by
inflation.

Forward-Looking Statements

         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,  problems with  technology  utilized by the Company,  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.


Part II.  Other Information
---------------------------

ITEM 1   LEGAL PROCEEDINGS

         As previously reported in the Company's Quarterly Report on Form 10-QSB
for the period  ended June 30, 2000,  the Bank was a party to lawsuits  filed by
Old Republic National Title Insurance Company,  in its own name and on behalf of
twelve mortgage  lenders  insured by Old Republic,  in the Circuit Court for the
County of  Chesterfield,  Virginia and by the trustee in bankruptcy for Alliance
Title and Escrow,  Ltd. in the United  States  Bankruptcy  Court for the Eastern
District  of  Virginia.   Both  lawsuits   arose   primarily  from  the  alleged
misappropriation  of funds by the president of Alliance  Title from the Alliance
Title accounts maintained with the Bank.



                                      -13-
<PAGE>

         In August 2000,  the Bank,  Old Republic and Alliance  Title reached an
agreement to settle the lawsuits.  The settlement  agreement has been signed and
all proceedings in the United States  Bankruptcy Court have been dismissed.  The
consummation of the settlement in the state court cases is in progress. Although
the parties are required to keep the terms of the settlement  confidential,  the
settlement does not have a material adverse impact on the Company.

ITEM 6   EXHIBITS AND REPORTS ON 8-K

         (a)      Exhibits:

                  27       Financial Data Schedule

         (b)      Form 8-K. No reports  were filed on Form 8-K in the period for
                  which this report is filed.














                                      -14-
<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                  CENTRAL VIRGINIA BANKSHARES, INC.
                                  ----------------------------------------------
                                            (Registrant)


Date:  November 14, 2000          /s/ Ralph Larry Lyons
                                  ----------------------------------------------
                                  Ralph Larry Lyons, President and
                                  Chief Executive Officer
                                  (Principal Executive Officer)



Date:  November 14, 2000          /s/ Charles F. Catlett, III
                                  ----------------------------------------------
                                  Charles F. Catlett, III, Senior Vice President
                                  and Chief Financial Officer
                                  (Principal Financial Officer)
















                                      -15-


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