BENCHMARK BANKSHARES INC
10-Q, 1999-08-11
STATE COMMERCIAL BANKS
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Page 1 of 18


                                    Form 10-Q

                    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 6-month period ended June 30, 1999.

[ ]  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                                         54-1380808
(State or Other Jurisdiction of                           (IRS Employer ID No.)
 Incorporation or Organization)

                             100 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:

                                  3,025,629.61


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Page 2 of 18


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                           Part I - Table of Contents

                                  June 30, 1999


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

   Item 3            Quantitative and Qualitative Disclosures about Market Risk

Part II           Other Information



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Page 3 of 18

                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet


                                                 (Unaudited)         (Audited)
                                                   June 30,         December 31,
                                                     1999              1998
                                                     ----              ----

Assets
   Cash and due from banks                       $ 6,575,867       $ 5,235,130
   Securities
      Federal Agency obligations                  16,085,572        11,274,613
      State and municipal obligations             12,775,031        12,095,899
      Other securities                               137,000           137,000
      Federal funds sold                           8,392,000        17,415,000

   Loans                                         146,415,907       134,818,220
      Less
         Unearned interest income                   (210,396)         (226,755)
         Allowance for loan losses                (1,674,159)       (1,558,741)
                                                -------------     -------------

               Net Loans                         144,531,352       133,032,724

   Premises and equipment - net                    3,289,438         3,200,391
   Accrued interest receivable                     1,584,547         1,562,214
   Deferred income taxes                             532,922           328,393
   Refundable income taxes                                 -            33,961
   Other real estate                                 541,392           697,862
   Other assets                                      702,452           367,764
                                                -------------     -------------

               Total Assets                     $195,147,573      $185,380,951
                                                =============     =============




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Page 4 of 18

                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet


                                                 (Unaudited)        (Audited)
                                                   June 30,        December 31,
                                                     1999             1998
                                                     ----             ----
Liabilities and Stockholders' Equity
   Deposits
      Demand (noninterest-bearing)              $ 18,810,633      $ 16,201,313
      NOW accounts                                22,034,557        19,726,296
      Money market accounts                        8,593,374         6,850,631
      Savings                                     10,318,236         9,663,857
      Time, $100,000 and over                     20,037,260        18,176,368
      Other time                                  94,344,197        94,273,691
                                                -------------     ------------

               Total Deposits                    174,138,257       164,892,156

   Accrued interest payable                          774,161           808,284
   Dividends payable                                 481,426           479,594
   Other liabilities                                 228,725           185,704
                                                -------------     ------------

               Total Liabilities                 175,622,569       166,365,738

Stockholders' Equity
   Common stock, par value $.21 per share,
      authorized 4,000,000 shares;  issued
      and outstanding 06-30-99, 3,008,911.157,
      issued and outstanding 12-31-98,
      2,997,465.366                                  631,871           629,678
   Capital surplus                                 4,428,847         4,314,339
   Retained earnings                              14,688,421        13,908,096
   Unrealized security gains (losses) net
      of tax effect                                 (224,135)          163,100
                                                -------------     -------------

               Total Stockholders' Equity         19,525,004        19,015,213
                                                -------------     ------------

               Total Liabilities and
                  Stockholders' Equity          $195,147,573      $185,380,951
                                                =============     ============

Note:  The balance sheet at December 31, 1998 has been derived from the audited
       financial statements at that date.













See notes to consolidated financial statements.

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Page 5 of 18
                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)

                                                     Six Months Ended June 30,
                                                       1999            1998
                                                       ----            ----
Interest Income
   Interest and fees on loans                       $6,404,348      $6,179,302
   Interest on U. S. Government obligations            421,319         337,173
   Interest on State and municipal obligations         302,947         231,809
   Interest on Federal funds sold                      334,971         240,092
   Interest on other securities                          2,610           2,610
                                                    -----------     -----------

               Total Interest Income                 7,466,195       6,990,986

Interest Expense
   Interest on deposits                              3,730,224       3,357,053
                                                    -----------     -----------

Net Interest Income                                  3,735,971       3,633,933
Provision for Loan Losses                              151,619         147,950
                                                    -----------     -----------

               Net Interest Income after Provision   3,584,352       3,485,983

Noninterest Income
   Service charges, commissions, and fees on
      deposits                                         213,898         209,338
   Other operating income                              117,419          67,481
   (Losses) on sale of securities                         (547)           (436)
                                                    -----------     -----------

               Total Noninterest Income                330,770         276,383

Noninterest Expense
   Salaries and wages                                1,125,263         993,618
   Employee benefits                                   254,402         221,379
   Occupancy expenses                                  107,728          99,947
   Furniture and equipment expense                      95,830          74,019
   Other operating expenses                            529,072         447,557
                                                    -----------     -----------

               Total Noninterest Expense             2,112,295       1,836,520
                                                    -----------     -----------

Net Income before Taxes                              1,802,827       1,925,846
Income Taxes                                           540,913         609,386
                                                    -----------     -----------

Net Income                                           1,261,914       1,316,460

Other Comprehensive Income (Loss), Net of Tax
   Unrealized holding gains arising during period     (224,135)        162,329
                                                    -----------     -----------

Comprehensive Income                                $1,037,779      $1,478,789
                                                    ===========     ===========

Net Income per Share                                $     0.42      $     0.44
                                                    ===========     ===========
See notes to consolidated financial statements.


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Page 6 of 18
                                        Form 10-Q

                                Benchmark Bankshares, Inc.

                             Consolidated Statement of Income

                                       (Unaudited)
                                                   Three Months Ended June 30,
                                                        1999           1998
                                                        ----           ----
Interest Income
   Interest and fees on loans                        $3,264,726     $3,091,056
   Interest on U. S. Government obligations             223,640        172,874
   Interest on State and municipal obligations          155,471        114,648
   Interest on Federal funds sold                       144,820        155,766
   Interest on other securities                           2,610          2,610
                                                     -----------    -----------

               Total Interest Income                  3,791,267      3,536,954

Interest Expense
   Interest on deposits                               1,873,186      1,709,439
                                                     -----------    -----------

Net Interest Income                                   1,918,081      1,827,515
Provision for Loan Losses                               122,722         70,492
                                                     -----------    -----------

               Net Interest Income after Provision    1,795,359      1,757,023

Noninterest Income
   Service charges, commissions, and fees on
      deposits                                          109,892        108,655
   Other operating income                                80,910         30,709
   (Losses) on sale of securities                             -           (222)
                                                     -----------    -----------

               Total Noninterest Income                 190,802        139,142

Noninterest Expense
   Salaries and wages                                   572,159        489,972
   Employee benefits                                    124,378         99,397
   Occupancy expenses                                    56,165         50,650
   Furniture and equipment expense                       49,234         42,812
   Other operating expenses                             278,265        245,436
                                                     -----------    -----------

               Total Noninterest Expense              1,080,201        928,267
                                                     -----------    -----------

Net Income before Taxes                                 905,960        967,898
Income Taxes                                            270,740        305,541
                                                     -----------    -----------

Net Income                                              635,220        662,357

Other Comprehensive Income (Loss), Net of Tax
   Unrealized holding gains arising during period      (339,556)        14,034
                                                     -----------    -----------

Comprehensive Income                                 $  295,664     $  676,391
                                                     ===========    ===========

Net Income per Share                                 $     0.21     $     0.22
                                                     ===========    ===========
See notes to consolidated financial statements.


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Page 7 of 18


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)


                                                     Six Months Ended June 30,
                                                       1999             1998
                                                       ----             ----

Cash Flows from Operating Activities              $ 1,210,815       $  944,958

Cash Flows from Financing Activities
   Net increase in demand deposits and interest-
      bearing transaction accounts                  4,917,581        5,322,025
   Net increase in savings and money market
      deposits                                      2,397,122        1,395,373
   Net increase in certificates of deposit          1,931,398        6,108,313
   Net sale of stock                                  116,701          440,325
   Dividends paid                                    (479,594)        (440,824)
                                                  ------------      -----------

               Total Cash Provided by Financing
                  Activities                        8,883,208       12,825,212

Cash Flows from Investing Activities
   Purchase of securities                          (9,593,846)      (7,184,085)
   Sale of securities                                 146,607           91,368
   Maturity of securities                           3,370,428        5,000,000
   Increase in loans net of collections           (11,498,628)      (1,866,779)
   Purchase of premises and equipment                (200,847)        (264,797)
                                                  ------------      -----------

               Total Cash (Used) by Investing
                  Activities                      (17,776,286)      (4,224,293)
                                                  ------------      -----------

Increase (Decrease) in Cash and Cash Equivalents  $(7,682,263)      $9,545,877
                                                  ============      ===========



















See notes to consolidated financial statements.

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Page 8 of 18


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)

                                                   Three Months Ended June 30,
                                                       1999             1998
                                                       ----             ----

Cash Flows from Operating Activities               $   314,448      $   37,143

Cash Flows from Financing Activities
   Net increase in demand deposits and interest-
      bearing transaction accounts                   3,183,690       2,642,967
   Net increase (decrease) in savings and money
      market deposits                                  816,448         161,969
   Net increase in certificates of deposit            (583,486)      2,695,157
   Net sale of stock                                   (43,150)        136,096
                                                   ------------     -----------

               Total Cash Provided by Financing
                  Activities                         3,373,502       5,636,189

Cash Flows from Investing Activities
   Purchase of securities                           (4,598,096)     (3,644,085)
   Sale of securities                                   88,325          56,199
   Maturity of securities                            1,075,428       2,750,251
   Increase in loans net of collections             (6,509,213)       (614,684)
   Purchase of premises and equipment                 (166,279)       (151,093)
                                                   ------------     -----------

               Total Cash (Used) by Investing
                  Activities                       (10,109,835)     (1,603,412)
                                                   ------------     -----------

Increase (Decrease) in Cash and Cash Equivalents   $(6,421,885)     $4,069,920
                                                   ============     ===========





















See notes to consolidated financial statements.

<PAGE>

Page 9 of 18


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                   Notes to Consolidated Financial Statements

                                  June 30, 1999


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)      Use of Estimates in Preparation of Financial  Statements.  The
                  preparation of the accompanying  combined financial statements
                  in conformity with generally  accepted  accounting  principles
                  requires  management to make certain estimates and assumptions
                  that   directly   affect  the  results  of  reported   assets,
                  liabilities,  revenue, and expenses. Actual results may differ
                  from these estimates.

         (c)      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.

         (d)      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.

<PAGE>

Page 10 of 18


                  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.

         (e)      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.

         (f)      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.

         (g)      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.

         (h)      Other Real Estate.  As a normal  course of business,  the Bank
                  periodically  has to foreclose on property  used as collateral
                  on  nonperforming  loans. The assets are recorded at cost plus
                  capital improvement cost.

         (i)      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.

         (j)      Earnings Per Share

                  Earnings per share were  computed by using the average  shares
                  outstanding for each period  presented.  The average shares of
                  outstanding  stock for the  first six  months of 1999 and 1998
                  were 3,008,376.022 and 2,962,420.814 shares, respectively.

                  The  Company  has a  stock  option  plan  for  its  directors,
                  officers,  and  employees.  As of June 30,  1999,  there  were
                  135,723   share   options  that  had  been  granted  but  were
                  unexercised. 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.


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Page 11 of 18


         (k) Income Taxes.  The table below  reflects the  components of the Net
             Deferred Tax Asset account as of June 30, 1999:

               Deferred tax assets resulting from loan
                  loss reserves                                 $ 506,287
               Deferred tax liabilities resulting from
                  depreciation                                   (130,513)
               Unrealized securities losses                       115,464
               Deferred compensation                               41,684
                                                                ----------

                              Net Deferred Tax Asset            $ 532,922
                                                                ==========





<PAGE>



Page 12 of 18


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

         Six Months Ending June 30:  1999 Versus 1998

         Earnings Summary

                  Net  income of  $1,261,914  for the  first six  months of 1999
         decreased  $54,546 or 4.14% as  compared  to net  income of  $1,316,460
         earned during the first six months of 1998.  Earnings per share of $.42
         as of June 30,  1999  decreased  $.02 over the June 30,  1998  level of
         $.44. The annualized return on average assets of 1.33% decreased 16.35%
         while the  annualized  return  on  average  equity of 13.10%  decreased
         13.93% when comparing first six months 1999 results with those of first
         six months 1998.

                  The  decrease in earnings  resulted  from  operating  expenses
         increasing at a greater rate than the interest margin earned.

         Interest Income and Interest Expense

                  Total  interest  income of $7,466,195 for the first six months
         of 1999 increased  $475,209 or 6.8% over interest  income of $6,990,986
         recorded  during  the first  six  months  of 1998.  The  major  area of
         increase was in interest  earned on investments as management  invested
         more  funds  in  higher  yielding  long-term  investments  rather  than
         short-term Federal funds.  During the comparison  periods,  the loan to
         deposit ratio and interest rates on loans remained fairly constant.

                  Total  interest  expense  in the  first  six  months  of  1999
         increased  to a level of  $3,730,224.  This  amounted to an increase of
         $373,171 or 11.12% over the level  reached  during the first six months
         of 1998.  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  Bank's  loan loss  experience  ratio  remains  low,
         management  continues to set aside  increasing  provisions  to the loan
         loss reserve.  During the first six months of 1999,  the Bank increased
         the loan loss reserve by $115,418 to a level of  $1,674,159 or 1.15% of
         the outstanding loan balance.

                  At year end 1998,  the reserve level amounted to $1,558,741 or
         1.16% of the outstanding loan balance net of unearned interest.

         Nonperforming Loans

                  Nonperforming  loans  consist  of  loans  accounted  for  on a
         non-accrual basis and loans which are contractually past due 90 days or
         more as to interest and/or principal payments  regardless of the amount
         of  collateral  held. As of June 30, 1999,  the Bank had  $1,193,926 in
         nonperforming  loans  or .81% of the  loan  portfolio.  The  amount  of
         non-secured loans in this category amounted to $7,592.

         Noninterest Income and Noninterest Expense

                  Noninterest income of $330,770 increased $54,387 or 19.68% for
         the  first  six  months of 1999 as  compared  to the level of  $276,383
         reached during the first six months of 1998. The increase resulted from
         an  increase in other  operating  income as  commissions  earned on the
         investment program increased $27,578.




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Page 13 of 18


                  Noninterest expense of $2,112,295 increased $275,775 or 15.02%
         for the first six months of 1999 as compared to the level of $1,836,520
         reached  during  the first  six  months of 1998.  The  change  resulted
         primarily  from increases in salaries and benefits due to the expanding
         staff needs.

         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 Bank does
         not require  collateral or other  security to support  these  financial
         instruments.  Standby  letters  of credit are  conditional  commitments
         issued by the Bank 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 June  30,  1999,  the Bank  had  $1,831,989  outstanding
         letters  of  credit.  These  instruments  are  based  on the  financial
         strength of the customer and the existing relationship between the Bank
         and the customer.  Following are the maturities of these instruments as
         of June 30:

                              2000         $   44,200
                              2001          1,787,789


         Liquidity

                  As of the end of the first six months of 1999,  $58,980,136 or
         40.28% of gross loans will mature or are  subject to  repricing  within
         one year. These loans are funded in part by $20,037,260 in certificates
         of deposit of $100,000 or more of which $13,927,114  mature in one year
         or less.

                  Currently,  the Bank has a maturity average ratio for the next
         twelve  months of 20.57%  when  comparing  current  assets and  current
         liabilities.

                  At year end 1998,  $50,073,775  or 38.85% of gross  loans were
         scheduled to mature or were  subject to  repricing  within one year and
         $14,052,703 in  certificates of deposit were scheduled to mature during
         1998.

         Capital Adequacy

                  Total  shareholder  equity was  $19,525,004 or 10.01% of total
         assets as of June 30, 1999.  This compared to  $19,015,213 or 10.26% of
         total assets as of December 31, 1998.

                  Primary capital (shareholders' equity plus loan loss reserves)
         of $21,199,163 represents 10.86% of total assets as of June 30, 1999 as
         compared to  $20,573,954  or 11.10% of total  assets as of December 31,
         1998.

                  The increase in the equity position  resulted from an increase
         in earnings in the first six months of 1999 versus the first six months
         of 1998 and an  increase in capital  through  the sale of common  stock
         from the dividend  reinvestment  program and exercised  employee  stock
         options.



<PAGE>



Page 14 of 18


Three Months Ending June 30:  1999 Versus 1998

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

Earnings Summary

         Net income of $635,220 for the second quarter of 1999 decreased $27,137
or 4.1% as compared to the $662,357  earned  during the second  quarter of 1998.
Earnings  per share of $.21 for the  second  quarter of 1999  decreased  $.01 or
4.55% when compared to the  corresponding  period in 1998. The annualized return
on average  assets was 1.32% and the return on average equity was 13.48% for the
second quarter of 1999. This compares to a return on average assets of 1.56% and
a return on average equity of 14.92% for the same period in 1998.

         The  increased  earnings  is an  indication  of the growth  experienced
during the second quarter.  The decline in the return on average equity reflects
the growth in equity through the dividend  reinvestment  plan and the exercising
of stock option grants at a faster rate than the increase in income.

Interest Income and Interest Expense

         Total  interest  income of  $3,791,267  for the second  quarter of 1999
increased $254,313 or 7.19% from the total interest income of $3,536,954 for the
corresponding  quarter in 1998. The increase  resulted  primarily from growth in
the loan  portfolio.  Interest and fees on loans  amounted to  $3,264,726.  This
represented  an increase of $173,670 or 5.62% over the  corresponding  period in
1998.

         Interest  expense for the second quarter of 1999 increased  $163,747 or
9.58% over the same period in 1998. The increase in interest  expense  reflected
the current economic trend of increased interest rates as well as steady deposit
growth.

Provision for Loan Losses

         During  the  second  quarter,  the  demand for loans was strong and the
level of quality  loans  continued  to  increase.  During the  period,  the Bank
provided an  additional  $122,722 to the reserve  through its provision for loan
losses.

Loans and Deposits

         During the second  quarter of 1999,  net loans grew  $11,498,628.  This
growth results from an aggressive loan demand fueled in part by the Bank opening
two loan production offices in an expanded trade area.

         Deposits increased by $7,772,831 for the three month period ending June
30, 1999.  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 through the community bank operating concept.




<PAGE>



Page 15 of 18


Item 3   Quantitative and Qualitative Disclosures about Market Risk


                  Through  the nature of the  banking  industry,  market risk is
         inherent in the  Company's  operation.  A majority  of the  business is
         built  around  financial  products,  which are  sensitive to changes in
         market rates.  Such products,  categorized as loans,  investments,  and
         deposits are utilized to transfer financial  resources.  These products
         have varying maturities,  however,  and this provides an opportunity to
         match  assets and  liabilities  so as to offset a portion of the market
         risk.

                 Management  follows  an  operating  strategy  that  limits  the
         interest  rate  risk  by  offering  only  shorter-term   products  that
         typically  have a term of no  more  than  five  years.  By  effectively
         matching the  maturities of inflows and outflows,  management  feels it
         can  effectively  limit the amount of exposure  that is inherent in its
         financial portfolio.

                  As a separate  issue,  there is also the inherent risk of loss
         related to loans and  investments.  The impact of loss through  default
         has  been  considered  by  management  through  the  utilization  of an
         aggressive  loan loss  reserve  policy  and a  conservative  investment
         policy that limits  investments  to higher quality  issues;  therefore,
         only  the  risk  of  interest  rate  variations  is  considered  in the
         following analysis.

                  The Company does not currently utilize  derivatives as part of
         its investment strategy.

                  The tables below present  principal amounts of cash flow as it
         relates to the major  financial  components  of the  Company's  balance
         sheet. The cash flow totals represent the amount that will be generated
         over the life of the product at its stated  interest  rate. The present
         value  discount is then  applied to the cash flow stream at the current
         market rate for the  instrument  to determine  the current value of the
         individual category.  Through this two-tiered analysis,  management has
         attempted to measure the impact not only of a rate change, but also the
         value  at risk in  each  financial  product  category.  Only  financial
         instruments that do not have price  adjustment  capabilities are herein
         presented.

                  In Table One,  the cash flows are spread  over the life of the
         financial  products in annual  increments  as of June 30 each year with
         the final column  detailing the present value  discounting  of the cash
         flows at current market rates.

                         Fair Value of Financial Assets

                           Benchmark Bankshares, Inc.

                                  June 30, 1999

<TABLE>
<CAPTION>
<S>                                <C>           <C>           <C>           <C>           <C>       <C>            <C>

                                                                                                                    Current
Categories                          2000          2001         2002          2003          2004      Thereafter      Value
- ----------                          ----          ----         ----          ----          ----      ----------      -----

Loans
    Commercial                  $10,989,908   $         -   $         -   $        -   $         -   $        -   $10,414,219
    Mortgage                     40,780,715    22,889,230    16,300,596    9,373,543    21,649,862    3,767,899    95,816,482
    Simple Interest I/L          11,020,077     6,956,337     3,898,484    2,225,262       843,561       13,166    21,107,276
    Rule of 78ths I/L             1,221,148       637,283       292,355       56,833         4,172            -     1,897,873

Investments
    U. S. Government Agencies       863,810       863,810       863,810    1,849,748     3,261,798   12,440,635    14,118,263
    Municipals
       Nontaxable                   784,842       913,974     2,587,886    2,066,364     1,058,001    6,541,463    10,728,518
       Taxable                       57,500        61,693        61,693       61,693       571,698      157,250       706,645
    Mortgage Backed Securities      423,963       550,893       295,427      264,507       225,289    1,000,407     2,224,908
</TABLE>




<PAGE>



Page 16 of 18

<TABLE>
<CAPTION>
<S>                                 <C>           <C>           <C>           <C>          <C>         <C>           <C>

                                                                                                                     Current
      Categories                    2000          2001          2002          2003         2004      Thereafter       Value
      ----------                    ----          ----          ----          ----         ----      ----------       -----

Certificates of Deposits
    < 182 days                    3,839,429             -             -            -             -            -     3,763,540
    182 - 364 days                4,813,777             -             -            -             -            -     4,622,409
    1 year - 2 years             38,061,394     2,010,060             -            -             -            -    38,197,947
    2 years - 3 years             3,970,953     7,945,832       118,870            -             -            -    11,123,445
    3 years - 4 years             1,658,718     1,296,085     2,054,351       51,663             -            -     3,550,198
    4 years - 5 years               953,560     1,410,091       583,162    1,009,909        37,323            -     1,897,873
    5 years                      18,657,068     6,740,311     6,049,669    8,808,332    13,512,238       37,670    46,837,261
</TABLE>


                  In Table Two, the cash flows are present  value  discounted by
         predetermined  factors to measure the impact on the financial  products
         portfolio at six and twelve month intervals.

                        Variable Interest Rate Disclosure

                           Benchmark Bankshares, Inc.

                                  June 30, 1999
<TABLE>
<CAPTION>
<S>                              <C>             <C>             <C>            <C>                <C>

                                         Valuation of                                 Valuation of
                                     Financial Instruments           No           Financial Instruments
                                     Given an Interest Rate       Change In       Given an Interest Rate
                                  Decrease of (x) Basis Points     Interest     Increase of (x) Basis Points
Categories                          (200 BPS)      (100 BPS)        Rate           100 BPS        200 BPS
- ----------                          ---------      ---------        ----           -------        -------

Loans
    Commercial                    $ 10,541,469   $ 10,477,534    $10,414,219    $ 10,351,518   $ 10,289,422
    Mortgage                       100,513,281     98,113,582     95,816,482      93,615,996     91,506,569
    Simple Interest I/L             21,864,630     21,479,795     21,107,276      20,746,526     20,397,028
    Rule of 78ths I/L                1,953,754      1,925,432      1,897,873       1,871,047      1,844,927

Investments
    U. S. Government Securities     15,887,234     14,967,412     14,118,263      13,333,357     12,606,923
    Municipals
       Nontaxable                   12,133,007     11,517,525     10,728,518      10,416,817      9,924,035
       Taxable                         771,700        738,189        706,645         676,928        648,908
    Mortgage Backed Securities       2,460,899      2,364,918      2,224,908       2,190,560      2,111,263

Certificates of Deposit
    < 182 days                       3,801,106      3,782,230      3,763,540       3,745,034      3,726,709
    182 - 364 days                   4,712,920      4,667,226      4,622,409       4,578,445      4,535,309
    1 year - 2 years                38,978,467     38,584,269     38,197,947      37,819,269     37,448,011
    2 years - 3 years               11,487,353     11,302,933     11,123,445      10,948,710     10,778,555
    3 years - 4 years                3,717,228      3,632,139      3,550,198       3,471,253      3,395,159
    4 years - 5 years                3,717,228      3,632,139      3,550,198       3,471,253      3,395,158
    5 years                         49,372,042     48,076,021     46,837,261      45,652,500     44,518,696
</TABLE>




<PAGE>



Page 17 of 18


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                                  June 30, 1999


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 June 30, 1999.



<PAGE>



         Page 18 of 18


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                                  June 30, 1999


                                   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:  August 10, 1999                                      Ben L. Watson, III
                                                            ------------------
                                                            President and CEO






Date:  August 10, 1999                                      Janice C. Whitlow
                                                            -----------------
                                                          Cashier and Treasurer



<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<MULTIPLIER>                                   1
<CURRENCY>                                     $

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   JUN-30-1999
<EXCHANGE-RATE>                                          1
<CASH>                                           6,575,867
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                 8,392,000
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                     23,613,711
<INVESTMENTS-CARRYING>                           5,246,892
<INVESTMENTS-MARKET>                             5,076,742
<LOANS>                                        146,415,907
<ALLOWANCE>                                      1,674,159
<TOTAL-ASSETS>                                 195,147,573
<DEPOSITS>                                     174,138,257
<SHORT-TERM>                                     1,255,587
<LIABILITIES-OTHER>                                228,725
<LONG-TERM>                                              0
                                    0
                                              0
<COMMON>                                           631,871
<OTHER-SE>                                      18,893,133
<TOTAL-LIABILITIES-AND-EQUITY>                 195,147,573
<INTEREST-LOAN>                                  6,404,348
<INTEREST-INVEST>                                1,061,847
<INTEREST-OTHER>                                         0
<INTEREST-TOTAL>                                 7,466,195
<INTEREST-DEPOSIT>                               3,730,224
<INTEREST-EXPENSE>                               3,730,224
<INTEREST-INCOME-NET>                            3,735,971
<LOAN-LOSSES>                                      151,619
<SECURITIES-GAINS>                                    (547)
<EXPENSE-OTHER>                                  2,112,295
<INCOME-PRETAX>                                  1,802,827
<INCOME-PRE-EXTRAORDINARY>                       1,802,827
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     1,802,827
<EPS-BASIC>                                          .37
<EPS-DILUTED>                                          .37
<YIELD-ACTUAL>                                        3.91
<LOANS-NON>                                        546,844
<LOANS-PAST>                                       647,082
<LOANS-TROUBLED>                                 1,030,877
<LOANS-PROBLEM>                                 10,108,461
<ALLOWANCE-OPEN>                                 1,558,741
<CHARGE-OFFS>                                      114,204
<RECOVERIES>                                        78,003
<ALLOWANCE-CLOSE>                                1,674,159
<ALLOWANCE-DOMESTIC>                             1,674,159
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                            813,814



</TABLE>


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