BENCHMARK BANKSHARES INC
10QSB, 1996-11-14
STATE COMMERCIAL BANKS
Previous: CENTRAL VIRGINIA BANKSHARES INC, 10QSB, 1996-11-14
Next: RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP, 10-Q, 1996-11-14





                                   Form 10-QSB

                    U. S. Securities and Exchange Commission

                              Washington, DC 20549


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

For the 9-month period ended September 30, 1996.

[  ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange
      Act of 1934

For the transition period from ______________ to ______________


                          Commission File No. 000-18445


                           Benchmark Bankshares, Inc.
                 (Name of Small Business Issuer in its Charter)

              Virginia                         54-1460991
(State or Other Jurisdiction of       (I.R.S. Employer ID No.)
 Incorporation or Organization)

                           100-102 South Broad Street
                            Kenbridge, Virginia 23944
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (804)676-8444


         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.

(1)  Yes [X]   No [  ]                                 (2)  Yes [X]   No [  ]

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest applicable date:

                                  1,449,849.901


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                                      Index

                               September 30, 1996


Part I            Financial Information

   Item 1            Consolidated Balance Sheet

                     Consolidated Statement of Income

                     Condensed Consolidated Statement of Cash Flows

                     Notes to Consolidated Financial Statements

     Item 2  Management's  Discussion  and Analysis of Financial  Condition  and
             Results of Operations

Part II           Other Information

   Item 1            Legal Proceedings

   Item 2            Changes in Securities

   Item 3            Defaults Upon Senior Securities

   Item 4            Submission of Matters to a Vote of Security Holders

   Item 5            Other Information

   Item 6            Report on Form 8K





<TABLE>


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet

<CAPTION>

                                                                  (Unaudited)         (Audited)
                                                                 September 30,       December 31,
                                                                      1996               1995
                                                                      ----               ----

Assets
<S>                                                             <C>              <C>          
Cash and due from banks .....................................   $   5,134,027    $   4,397,058
Securities
   Federal Agency obligations ...............................       7,632,363        7,870,567
   State and municipal obligations ..........................      10,148,304       11,112,356
   Other securities .........................................         137,000          137,000
   Federal funds sold .......................................       5,358,000        5,862,000

Loans .......................................................     116,777,242      103,723,930
   Less
      Unearned interest and fees ............................        (303,149)        (275,998)
      Loan loss reserve .....................................      (1,170,984)      (1,037,344)
                                                                -------------    -------------

            Net Loans .......................................     115,303,109      102,410,588

Premises and equipment - net ................................       3,002,294        2,000,241
Accrued interest receivable .................................       1,495,477        1,267,967
Deferred income taxes .......................................         319,421          151,931
Other assets ................................................         317,380          153,807
                                                                -------------    -------------

            Total Assets ....................................   $ 148,847,375    $ 135,363,515
=============================================================   =============    =============
</TABLE>
<TABLE>



                                            Form 10-QSB

                                     Benchmark Bankshares, Inc.

                                     Consolidated Balance Sheet

<CAPTION>

                                                                  (Unaudited)         (Audited)
                                                                 September 30,       December 31,
                                                                      1996               1995
                                                                      ----               ----
Liabilities and Shareholders' Equity
   Deposits
<S>                                                                <C>              <C>          
      Demand (non-interest bearing) ............................   $  13,261,503    $  12,392,332
      NOW accounts .............................................      13,373,856       11,589,895
      Money market accounts ....................................       6,480,620        5,542,293
      Savings ..................................................       8,196,107        7,679,313
      Time, $100,000 and over ..................................      14,305,896       12,734,404
      Other time ...............................................      78,189,233       71,684,402
- ----------------------------------------------------------------   -------------    -------------

               Total Deposits ..................................     133,807,215      121,622,639

   Accrued interest payable ....................................         680,579          650,822
   Accrued income tax payable ..................................            --             97,302
   Dividends payable ...........................................            --            286,709
   Other liabilities ...........................................         294,923          205,473
                                                                   -------------    -------------

               Total Liabilities ...............................     134,782,717      122,862,945

Shareholders' Equity
   Common stock, par value $.21 per share,  authorized
       4,000,000 shares; issued and  outstanding
       1,447,854.692  shares as of 9-30-96;
      and authorized a4,000,000 shares, issued and
      outstanding 1,433,544.679 shares as of 12-31-95 ..........         304,468          301,044
   Capital surplus .............................................       3,261,627        3,007,305
   Undivided profits ...........................................      10,532,016        8,987,406
   Unrealized security gains (losses) net of tax effect ........         (33,453)         204,815
                                                                   -------------    -------------

               Total Shareholders' Equity ......................      14,064,658       12,500,570
- ----------------------------------------------------------------   -------------    -------------

               Total Liabilities and Shareholders' Equity ......   $ 148,847,375    $ 135,363,515
================================================================   =============    =============
</TABLE>

Note:  The balance sheet at December 31, 1995 has been derived from the audited
           financial statements at that date.



See notes to consolidated financial statements.
<TABLE>

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)
<CAPTION>

                                                Nine Months Ended September 30,
                                                      1996                 1995
                                                      ----                 ----
Interest Income
<S>                                                  <C>            <C>        
   Interest and fees on loans ....................   $ 8,404,562    $ 7,139,702
   Interest on U. S. Government obligations ......       406,524        278,121
   Interest on State and municipal obligations ...       425,039        430,449
   Interest on Federal funds sold ................       172,258        351,468
   Interest on other securities ..................         2,610          2,642
                                                                    

               Total Interest Income .............     9,410,993      8,202,382

Interest Expense
   Interest on deposits ..........................     4,564,718      3,926,645
                                                                    
               Net Interest Income ...............     4,846,275      4,275,737

Provision for Loan Losses ........................       220,628        100,419
                                                                    
               Net Interest Income after Provision     4,625,647      4,175,318

Non-Interest Income
   Service charges, commissions, and fees on
      deposits ...................................       258,419        256,701
   Other operating income ........................       168,983        190,876
   (Losses) on sale of securities ................        (8,725)        (1,855)
   Rental income .................................         5,400          5,400
                                                                    
               Total Non-Interest Income .........       424,077        451,122

Non-Interest Expense
   Salaries and wages ............................     1,322,776      1,137,299
   Employee benefits .............................       285,402        270,950
   Occupancy expense .............................       119,232        109,657
   Furniture and equipment expense ...............        97,472        114,089
   Other operating expense .......................       602,160        672,589
                                                                    
               Total Non-Interest Expense ........     2,427,042      2,304,584
                                                                    
               Net Income before Taxes ...........     2,622,682      2,321,856

Income Taxes .....................................       789,640        690,277
                                                                   
Net Income .......................................   $ 1,833,042    $ 1,631,579
==================================================   ===========    ===========

Net Income per Share .............................   $      1.27    $      1.14
                                                     ===========    ===========

See notes to consolidated financial statements.
</TABLE>



<TABLE>

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)
<CAPTION>

                                                Three Months Ended September 30,
                                                        1996             1995
                                                        ----             ----
Interest Income
<S>                                                  <C>            <C>        
   Interest and fees on loans ....................   $ 2,907,501    $ 2,481,881
   Interest on U. S. Government obligations ......       133,612        112,725
   Interest on State and municipal obligations ...       135,440        147,690
   Interest on Federal funds sold ................        47,397        150,185
                                                                     
               Total Interest Income .............     3,223,950      2,892,481

Interest Expense
   Interest on deposits ..........................     1,563,822      1,442,662
                                                     
               Net Interest Income ...............     1,660,128      1,449,819

Provision for Loan Losses ........................        63,898         10,010
                                                     

               Net Interest Income after Provision     1,596,230      1,439,809

Non-Interest Income
   Service charges, commissions, and fees on
      deposits ...................................        89,961         90,401
   Other operating income ........................        59,105         70,354
   Rental income .................................         1,800          1,800
   (Losses) on sale of securities ................          (624)          (878)
                                                     
               Total Non-Interest Income .........       150,242        161,677

Non-Interest Expense
   Salaries and wages ............................       450,620        393,005
   Employee benefits .............................       100,032         89,938
   Occupancy expense .............................        45,321         38,468
   Furniture and equipment expense ...............        34,840         42,423
   Other operating expense .......................       200,640        184,123
                                                            
               Total Non-Interest Expense ........       831,453        747,957
                                                                                 
               Net Income before Taxes ...........       915,019        853,529

Income Taxes .....................................       278,930        248,289
                                                                                   
Net Income .......................................   $   636,089    $   605,240
                                                        

Net Income per Share .............................   $      0.44    $      0.42

See notes to consolidated financial statements.
</TABLE>
<TABLE>
                                                                                  

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)
<CAPTION>


                                                Nine Months Ended September 30,
                                                     1996                 1995
                                                     ----                 ----

<S>                                                <C>             <C>         
Cash Provided by Operations ....................   $  1,170,339    $  1,274,934

Cash Provided by Financing Activities
   Net increase in demand deposits and interest
      bearing transaction accounts .............      2,653,132       3,244,878
   Net increase (decrease) in savings and money
      market deposits ..........................      1,455,121      (1,512,739)
   Net increase in certificates of deposit .....      8,076,323      12,611,887
   Increase (decrease) in dividends payable ....       (286,709)       (213,035)
   Sale (redemption) of stock ..................        257,746         189,691
   Notes payable ...............................           --           155,000
                                                                        
      Total Cash Provided by Financing
          Activities ...........................     12,155,613      14,475,682

Cash Used in Investing Activities
   Purchase of securities ......................     (1,640,000)     (6,105,000)
   Sale of securities ..........................        509,747         849,545
   Maturity of securities ......................      2,035,352         964,493
   Net increase in loans .......................    (12,892,521)     (6,549,862)
   Purchases of premises and equipment .........     (1,105,561)        (57,156)
                                                     
        Total Cash Used by Investing Activities     (13,092,983)    (10,897,980)
                                                    
Increase (Decrease) in Cash and Cash Equivalents        232,969       4,852,636

Beginning Cash and Cash Equivalents ............     10,259,058       8,681,483
                                                  
Ending Cash and Cash Equivalents ...............   $ 10,492,027    $ 13,534,119
================================================   ============    ============

Supplemental Data
   Interest paid ...............................   $  4,534,961    $  3,770,265
   Capitalized interest ........................          3,269            --
   Taxes paid ..................................        886,942         654,231

See notes to consolidated financial statements.

</TABLE>

<TABLE>

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)
<CAPTION>

                                                        Three Months Ended September 30,
                                                            1996                  1995
                                                            ----                  ----

<S>                                                      <C>             <C>         
Cash Provided by Operations ..........................   $    439,944    $    529,017

Cash Provided by Financing Activities
   Net increase in demand deposits
      and interest bearing transaction accounts ......      2,210,921         428,843
   Net increase (decrease) in savings and money
      market deposits ................................        384,541        (463,004)
   Net increase in certificates of deposit ...........      2,979,252       3,753,738
   Decrease in dividends payable .....................       (288,435)       (214,003)
   Increase in notes payable .........................           --           155,000
   Sale of stock .....................................        130,456          96,058
                                                                         ------------

               Total Cash Provided by Financing
                  Activities .........................      5,416,735       3,756,632

Cash Used in Investing Activities
   Purchase of securities ............................           --        (3,750,000)
   Sale of securities ................................           --           333,048
   Maturity of securities ............................        316,092         344,435
   Net increase in loans .............................     (2,423,064)       (286,907)
   Purchases of premises and equipment ...............       (256,270)        (12,431)
                                                                         ------------

               Total Cash Used by Investing Activities     (2,363,242)     (3,371,855)
                                                                         ------------

Increase (Decrease) in Cash and Cash Equivalents .....      3,493,437         913,794

Beginning Cash and Cash Equivalents ..................      6,998,590      12,620,325
                                                         ------------    ------------

Ending Cash and Cash Equivalents .....................   $ 10,492,027    $ 13,534,119
======================================================   ============    ============

Supplemental Data
   Interest paid .....................................   $  1,538,051    $  1,389,952
   Taxes paid ........................................        278,930         234,199

See notes to consolidated financial statements.
</TABLE>



                              

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                   Notes to Consolidated Financial Statements

                               September 30, 1996


1.       Basis of Presentation

                  The accompanying consolidated financial statements and related
         notes of  Benchmark  Bankshares,  Inc.  and its  subsidiary,  Benchmark
         Community  Bank,  were  prepared by  management,  which has the primary
         responsibility  for the  integrity of the  financial  information.  The
         statements  have been prepared in conformity  with  generally  accepted
         accounting  principles  appropriate  in the  circumstances  and include
         amounts that are based on management's best estimates and judgments.

                  In  meeting  its  responsibilities  for  the  accuracy  of its
         financial  statements,  management  relies  on the  Company's  internal
         accounting  controls.  The system provides  reasonable  assurances that
         assets are  safeguarded  and  transactions  are  recorded to permit the
         preparation of appropriate financial information.

                  The interim period  financial  information  included herein is
         unaudited;   however,   such   information   reflects  all  adjustments
         (consisting solely of normal recurring adjustments),  which are, in the
         opinion of management,  necessary to a fair  presentation  of financial
         position,  results of operation,  and changes in financial position for
         the interim periods herein reported.

2.       Significant Accounting Policies and Practices

                  The accounting policies and practices of Benchmark Bankshares,
         Inc. conform to generally  accepted  accounting  principles and general
         practice within the banking  industry.  Certain of the more significant
         policies and practices follow:
     (a) The consolidated financial statements of Benchmark Bankshares, Inc. and
         its wholly owned subsidiary,  Benchmark  Community Bank, include the 
         accounts of both companies.  All material  inter-company balances and
         transactions have been eliminated in consolidation.
         (b)      Investment  Securities.  Pursuant to guidelines established in
                  FAS 115,  the Company has elected to classify a portion of its
                  current  portfolio  as  securities  available-for-sale.   This
                  category refers to investments  that are not actively  traded,
                  but are not  anticipated by management to be held to maturity.
                  Typically,  these  types of  investments  will be  utilized by
                  management  to  meet  short-term   asset/liability  management
                  needs. The remainder of the portfolio is classified as held to
                  maturity.   This  category  refers  to  investments  that  are
                  anticipated by management to be held until they mature.

                  For  purposes of  financial  statement  reporting,  securities
                  classified  as  available-for-sale  are to be reported at fair
                  market  value  (net of any tax  effect)  as of the date of the
                  statements; however, unrealized holding gains or losses are to
                  be excluded  from  earnings  and reported as a net amount in a
                  separate  component of  shareholders'  equity until  realized.
                  Securities  classified  as held to  maturity  are  recorded at
                  cost.  The resulting  book value ignores the impact of current
                  market trends.

         (c)      Loans.   Interest  on  loans  is  computed  by  methods  which
                  generally result in level rates of return on principal amounts
                  outstanding  (simple  interest).  Unearned interest on certain
                  installment  loans is  recognized  as income using the rule of
                  78's  method,  which  materially  approximates  the  effective
                  interest method. Loan fees and related costs are recognized as
                  income and  expense in the year the fees are charged and costs
                  incurred.

         (d)      Allowance  for Loan Losses.  The  allowance for loan losses is
                  increased by  provisions  charged to expense and  decreased by
                  loan losses net of  recoveries.  The provision for loan losses
                  is based on the Bank's loan loss  experience and  management's
                  detailed review of the loan portfolio which considers economic
                  conditions,  prior  loan loss  experience,  and other  factors
                  affecting the  collectivity  of loans.  Accrual of interest is
                  discontinued on loans past due 90 days or more when collateral
                  is inadequate to cover  principal and interest or  immediately
                  if  management   believes,   after  considering  economic  and
                  business   conditions   and  collection   efforts,   that  the
                  borrower's  financial  condition  is such that  collection  is
                  doubtful.

         (e)      Premises and  Equipment.  Premises and equipment are stated at
                  cost less accumulated  depreciation.  Depreciation is computed
                  generally by the straight line basis over the estimated useful
                  lives of the assets.  Additions to premises and  equipment and
                  major  betterments and  replacements are added to the accounts
                  at cost.  Maintenance and repairs and minor  replacements  are
                  expensed as  incurred.  Gains and losses on  dispositions  are
                  reflected in current earnings.

         (f)      Depreciation.  For financial reporting, property and equipment
                  are depreciated using the straight line method; for income tax
                  reporting,    depreciation   is   computed   using   statutory
                  accelerated methods.  Leasehold  improvements are amortized on
                  the straight  line method over the  estimated  useful lives of
                  the improvements.  Income taxes in the accompanying  financial
                  statements reflect the depreciation  method used for financial
                  reporting  and,  accordingly,  include  a  provision  for  the
                  deferred  income  tax  effect of  depreciation  which  will be
                  recognized in different periods for income tax reporting.

         (g)      Earnings Per Share

                           Earnings per share were computed by using the average
                  shares outstanding for each period presented. The 1996 average
                  shares have been  adjusted to reflect the sale of 8,631 shares
                  of  the   Company's   common   stock   through  the   dividend
                  reinvestment  plan on January 25, 1996 and 7,673.88  shares on
                  July 25, 1996.  The 1995 average  shares have been adjusted to
                  reflect  the  sale  of  6,459  shares   through  the  dividend
                  reinvestment  program on January 31, 1995 and 6,859  shares on
                  July 31, 1995. The average shares of outstanding stock for the
                  first nine months of 1996 and 1995 were  1,447,854  shares and
                  1,429,052 shares, respectively.

                           The Company has  granted  options to purchase  74,500
                  shares of Benchmark  Bankshares,  Inc.  stock to employees and
                  directors under two separate  incentive stock plans.  Based on
                  current trading values of the stock, the stock options are not
                  considered  materially  dilutive;   therefore,  the  Company's
                  earnings per share are reported as a simple capital structure.

        (h)      Cash and Cash Equivalents

                  The term cash as used in the Condensed  Consolidated Statement
                  of  Cash  Flows  refers  to  all  cash  and  cash   equivalent
                  investments.  For  purposes of the  statement,  Federal  Funds
                  sold,  which have a one day maturity,  are  classified as cash
                  equivalents.

         (i) The table below  reflects  the  components  of the Net Deferred Tax
             Asset account as of September 30, 1996:

             Deferred tax assets resulting from loan
                loss reserves                                     $359,544

             Deferred tax liabilities resulting from
                depreciation                                       (57,356)

             Unrealized securities losses                           17,233

                   Net Deferred Tax Asset                         $319,421

         Item 2   Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

                           The following is management's discussion and analysis
                  of  certain   significant  factors  which  have  affected  the
                  Company's  financial position and operating results during the
                  periods  included  in  the  accompanying  condensed  financial
                  statements.

                  Nine Months Ending September 30:  1996 Versus 1995

                  Earnings Summary

                           Net income of $1,833,042 for the first nine months of
                  1996 increased  $201,463 or 12.3% as compared to net income of
                  $1,631,579  earned  during  the  first  nine  months  of 1995.
                  Earnings per share of $1.27 as of September 30, 1996 increased
                  $.13  over  the  September  30,  1995  level  of  $1.14.   The
                  annualized  return on average  assets of 1.7%  decreased  2.2%
                  while  the  annualized  return  on  average  equity  of  18.3%
                  decreased 8.0% when  comparing  first nine months 1996 results
                  with those of first nine months 1995.

                           The   increase  in  earnings  and  return  on  assets
                  reflects  a  continued  growth  in loans and  deposits  with a
                  favorable interest rate spread.

                  Interest Income and Interest Expense

                           Total  interest  income of  $9,410,993  for the first
                  nine  months  of  1996  increased  $1,208,611  or  14.7%  over
                  interest  income of $8,202,382  recorded during the first nine
                  months of 1995. The major area of increase was in interest and
                  fees on loans,  which was a direct  result  from the growth of
                  the loan portfolio.  Since loan growth exceeded deposit growth
                  for the  period,  management  had  reduced the amount of funds
                  invested  in  both  short  and  long-term  investments.   This
                  strategy led to higher yields on assets.

                           Total  interest  expense in the first nine  months of
                  1996 increased to a level of  $4,564,718.  This amounted to an
                  increase of $638,073  or 16.2% over the level  reached  during
                  the first  nine  months of 1995.  This  increase  in  interest
                  expense  resulted from deposit growth,  as well as the payment
                  of higher interest rates to meet market competition.

                  Provision for Loan Losses

                           While  the  Company's  loan  loss  experience   ratio
                  remains  low,  management  continues  to set aside  increasing
                  provisions  to the loan loss  reserve.  During  the first nine
                  months of 1996,  the Bank  increased  the loan loss reserve by
                  $133,640 to a level of $1,170,984  or 1.0% of the  outstanding
                  loan balance.

                           At year end  1995,  the  reserve  level  amounted  to
                  $1,037,344  or 1.0% of the  outstanding  loan  balance  net of
                  unearned interest.

                  Non-Accrual Loans

                           Non-accrual loans consist of loans accounted for on a
                  non-accrual basis. These loans are maintained on a non-accrual
                  status because of deterioration in the financial  condition of
                  the  borrower or payment in full of  principal  or interest is
                  not  expected or principal or interest has been in default for
                  a period  of 90 days or more  unless  the  asset is both  well
                  secured and in the process of collection.

                  Non-Interest Income and Non-Interest Expense

                           Non-interest  income of $424,077 decreased $27,045 or
                  6.0% for the  first  nine  months of 1996 as  compared  to the
                  level of  $451,122  reached  during the first  nine  months of
                  1995.  The decrease  primarily  resulted from $8,725 in losses
                  from the sale of securities.

                           Non-interest expense of $2,427,042 increased $122,458
                  or 5.3% for the first nine  months of 1996 as  compared to the
                  level of $451,122 reached during the first nine months of 1995
                  as  increases  in salaries due to staffing the new office were
                  offset by a decrease in other operating expenses.

                  Off Balance Sheet Instruments/Credit Concentrations

                           The Company is a party to financial  instruments with
                  off  balance  sheet risk in the normal  course of  business to
                  meet  the  financing  needs  of its  customers.  Unless  noted
                  otherwise,  the Company does not require  collateral  or other
                  security  to  support  these  financial  instruments.  Standby
                  letters of credit are  conditional  commitments  issued by the
                  Company to guarantee the  performance of a customer to a third
                  party. Those guarantees are primarily issued to facilitate the
                  transaction of business  between these parties where the exact
                  financial  amount of the  transaction is unknown,  but a limit
                  can be projected.  The credit risk involved in issuing letters
                  of  credit  is  essentially  the  same  as  that  involved  in
                  extending loan facilities to customers. There is a fee charged
                  for this service.

                           As of  September  30,  1996,  the Bank  had  $930,539
                  outstanding  letters of credit all of which will mature within
                  twelve months.  These  instruments  are based on the financial
                  strength of the customer and the existing relationship between
                  the Company and the customer.

                  Liquidity

                           As of the  end of the  first  nine  months  of  1996,
                  $51,388,029 or 44.0% of gross loans will mature or are subject
                  to repricing  within one year.  These loans are funded in part
                  by $14,305,896 in certificates of deposits of $100,000 or more
                  of which $3,114,279 mature in one year or less.

                           Currently,  the Bank has a maturity average ratio for
                  the next  twelve  months of 72.7%  when  comparing  assets and
                  deposits.

                           At year end 1995, $47,402,000 or 45.7% of gross loans
                  were  scheduled to mature or were subject to repricing  within
                  one year and  $39,480,000  in  certificates  of  deposit  were
                  scheduled to mature during 1996.

                  Capital Adequacy

                           Total  shareholder  equity was $14,064,658 or 9.4% of
                  total  assets as of  September  30,  1996.  This  compared  to
                  $12,500,570 or 9.2% of total assets as of December 31, 1995.

                           Primary capital  (shareholders' equity plus loan loss
                  reserves) of $15,235,642  represents  10.2% of total assets as
                  of September 30, 1996 as compared to  $13,537,914  or 10.0% of
                  total assets as of December 31, 1995.

                           The increase in the equity position resulted from the
                  sale of  additional  stock  through the Dividend  Reinvestment
                  Program as well as a  significant  increase in earnings in the
                  first nine  months of 1996  versus  the first  nine  months of
                  1995;  however,  this gain was somewhat offset by a decline in
                  the    market    value    of    securities    classified    as
                  available-for-sale.

         Three Months Ending September 30:  1996 Versus 1995

                  The same operating policies and philosophies  discussed in the
         nine month  discussion were prevalent  throughout the third quarter and
         the operating results were predictably similar.

         Earnings Summary

                  Net income of $636,089 for the third quarter of 1996 increased
         $30,849 or 5.1% as compared  to the  $605,240  earned  during the third
         quarter of 1995.  Earnings  per share of $.44 for the third  quarter of
         1996 increased $.02 or 4.8% when compared to the  corresponding  period
         in 1995.  The  annualized  return on  average  assets  was 1.7% and the
         return on average equity was 18.6% for the third quarter of 1996.  This
         compares to a return on average  assets of 1.9% and a return on average
         equity of 20.8% for the same period in 1995.

                  The  increased  earnings  are  an  indication  of  the  growth
         experienced during the third quarter.  The return on average assets and
         equity reflect a slightly reduced interest spread,  as market rates for
         deposits grew more quickly than the market rates for loans in the trade
         area, and a lower loan to deposit ratio.

         Interest Income and Interest Expense

                  Total  interest  income of $3,223,950 for the third quarter of
         1996  increased  $331,469  or 11.5% from the total  interest  income of
         $2,892,481 for the corresponding quarter in 1995. The increase resulted
         from growth in the loan portfolio.  Interest and fees on loans amounted
         to $2,907,501.  This  represented an increase of $425,620 or 17.1% over
         the corresponding period in 1995.

                  Interest  expense  for the  third  quarter  of 1996  increased
         $121,160 or 8.4% over the same period in 1995. The increase in interest
         expense  reflected  the current  economic  trend of increased  interest
         rates as well as steady deposit growth.

         Provisions for Loan Losses

                  During the third quarter,  the demand for loans was strong and
         the level of quality  loans  continued to increase.  During the period,
         the Bank  provided an  additional  $63,898 to the  reserve  through its
         provision for loan loss.

         Loans and Deposits

                  During the third quarter of 1996, net loans grew  $12,892,521.
         This growth resulted from the continued strong loan demand  experienced
         throughout  the  Company's  trade  area which has  expanded  due to the
         addition of the Crewe office.

                  Deposits increased by $12,184,576 or 10.0% for the three month
         period ending  September 30, 1996.  Management feels that the growth in
         deposits has resulted from an increase in the size of the trade area as
         well as further penetration into existing market areas.




                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                               September 30, 1996


         Part II  Other Information

         Item 1            Legal Proceedings

                                    None

         Item 2            Changes in Securities

                                    None

         Item 3            Defaults Upon Senior Securities

                                    None

         Item 4            Submission of Matters to a Vote of Security Holders

                                    None

         Item 5            Other Information

                                    None

         Item 6            Report on Form 8-K

                                    No  reports  on Form  8-K  have  been  filed
                           during the quarter ended September 30, 1996.



                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                               September 30, 1996


                                   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.


                           Benchmark Bankshares, Inc.
                                  (Registrant)



Date:  10-28-96                                       Ben L. Watson, III
                                                      President & CEO




Date:  10-28-96                                       Janice C. Whitlow
                                                      Cashier and Treasurer

                     

<TABLE> <S> <C>


<ARTICLE>                                            9                     
<MULTIPLIER>                                   1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   SEP-30-1996
<CASH>                                         5134
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               5358
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    15556
<INVESTMENTS-CARRYING>                         2237
<INVESTMENTS-MARKET>                           2188
<LOANS>                                        116777
<ALLOWANCE>                                    1171
<TOTAL-ASSETS>                                 148847
<DEPOSITS>                                     133807
<SHORT-TERM>                                   0
<LIABILITIES-OTHER>                            976
<LONG-TERM>                                    0
                          0
                                    0
<COMMON>                                       304
<OTHER-SE>                                     13760
<TOTAL-LIABILITIES-AND-EQUITY>                 148847
<INTEREST-LOAN>                                8405
<INTEREST-INVEST>                              1006
<INTEREST-OTHER>                               0
<INTEREST-TOTAL>                               9411
<INTEREST-DEPOSIT>                             4565
<INTEREST-EXPENSE>                             4565
<INTEREST-INCOME-NET>                          4846
<LOAN-LOSSES>                                  221
<SECURITIES-GAINS>                             (9)
<EXPENSE-OTHER>                                2427
<INCOME-PRETAX>                                2623
<INCOME-PRE-EXTRAORDINARY>                     2623
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1833
<EPS-PRIMARY>                                  1.27
<EPS-DILUTED>                                  1.27
<YIELD-ACTUAL>                                 6.72
<LOANS-NON>                                    610
<LOANS-PAST>                                   740
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                6798
<ALLOWANCE-OPEN>                               1037
<CHARGE-OFFS>                                  133
<RECOVERIES>                                   46
<ALLOWANCE-CLOSE>                              1171
<ALLOWANCE-DOMESTIC>                           0
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        1171
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission