BENCHMARK BANKSHARES INC
10-Q, 2000-08-07
STATE COMMERCIAL BANKS
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Page 1 of 19


                                    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, 2000.

[  ]  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:

                                  3,006,225.560


<PAGE>



Page 2 of 19


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                           Part I - Table of Contents

                                  June 30, 2000


Part I            Financial Information

   Item 1            Consolidated Balance Sheet

                     Consolidated Statement of Income and Comprehensive 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




<PAGE>



Page 3 of 19

                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet

                                                 (Unaudited)       (Audited)
                                                   June 30,        December 31,
                                                     2000             1999
                                                     ----             ----

Assets
   Cash and due from banks                       $  7,111,065     $  7,533,280
   Securities
      Federal Agency obligations                   13,338,430       13,322,152
      State and municipal obligations               8,752,149       12,590,401
      Mortgage backed securities                    1,665,326        2,267,912
      Other securities                                195,490          137,000
      Federal funds sold                            4,621,000                -

   Loans                                          158,972,810      152,262,727
      Less
         Unearned interest income                     (28,072)         (64,643)
         Allowance for loan losses                 (1,589,752)      (1,522,632)
                                                 -------------    -------------

               Net Loans                          157,354,986      150,675,452

   Premises and equipment - net                     3,747,790        3,423,779
   Accrued interest receivable                      1,709,356        1,390,010
   Deferred income taxes                              678,518          642,481
   Other real estate                                  929,307          667,808
   Other assets                                       735,857          674,670
                                                 -------------    -------------

               Total Assets                      $200,839,274     $193,324,945
                                                 =============    =============




<PAGE>



Page 4 of 19

                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet

                                               (Unaudited)          (Audited)
                                                 June 30,          December 31,
                                                   2000               1999
                                                   ----               ----
Liabilities and Stockholders' Equity
   Deposits
      Demand (noninterest-bearing)             $ 18,525,231       $ 16,213,541
      NOW accounts                               21,368,934         19,905,599
      Money market accounts                       7,558,198          8,046,212
      Savings                                    10,128,167          9,763,624
      Time, $100,000 and over                    19,652,081         16,560,926
      Other time                                101,123,862         94,250,638
                                               -------------      -------------

               Total Deposits                   178,356,473        164,740,540

   Federal funds purchased                                -          7,035,000
   Accrued interest payable                         912,192            766,964
   Accrued income tax payable                        31,953             23,005
   Dividends payable                                480,996            482,493
   Other liabilities                                278,194            229,197
                                               -------------      -------------

               Total Liabilities                180,059,808        173,277,199

Stockholders' Equity
   Common stock, par value $.21 per share,
      authorized 4,000,000 shares;  issued
      and outstanding 06-30-00, 3,006,225.560,
      issued and outstanding 12-31-99,
      3,015,577.591                                 631,308            633,272
   Capital surplus                                4,404,101          4,501,508
   Retained earnings                             16,312,610         15,455,510
   Unrealized security gains (losses) net
      of tax effect                                (568,553)          (542,544)
                                               -------------      -------------

               Total Stockholders' Equity        20,779,466         20,047,746
                                               -------------      -------------

               Total Liabilities and
                  Stockholders' Equity         $200,839,274       $193,324,945
                                               =============      =============

Note:  The balance sheet at December 31, 1999 has been derived from the audited
           financial statements at that date.










See notes to consolidated financial statements.
<PAGE>

Page 5 of 19
                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                Consolidated Statement of Income and Comprehensive Income

                                   (Unaudited)

                                                      Six Months Ended June 30,
                                                        2000           1999
                                                        ----           ----
Interest Income
   Interest and fees on loans                        $7,044,305     $6,404,348
   Interest on U. S. Government obligations             494,445        421,319
   Interest on State and municipal obligations          231,847        302,947
   Interest on Federal funds sold                       106,460        334,971
   Interest on other securities                           5,795          2,610
                                                     -----------    -----------

               Total Interest Income                  7,882,852      7,466,195

Interest Expense
   Interest on deposits                               3,782,003      3,730,224
   Interest on Federal funds purchased                   54,283              -
   Interest other                                           402              -
                                                     -----------    -----------

               Total Interest Expense                 3,836,688      3,730,224
                                                     -----------    -----------

Net Interest Income                                   4,046,164      3,735,971
Provision for Loan Losses                               127,266        151,619
                                                     -----------    -----------

               Net Interest Income after Provision    3,918,898      3,584,352

Noninterest Income
   Service charges, commissions, and fees on
      deposits                                          240,031        213,898
   Other operating income                               246,468        117,419
   (Losses) on sale of securities                        (3,308)          (547)
                                                     -----------    -----------

               Total Noninterest Income                 483,191        330,770

Noninterest Expense
   Salaries and wages                                 1,281,663      1,125,263
   Employee benefits                                    285,484        254,402
   Occupancy expenses                                   154,771        107,728
   Furniture and equipment expense                      102,764         95,830
   Other operating expenses                             640,570        529,072
                                                     -----------    -----------

               Total Noninterest Expense              2,465,252      2,112,295
                                                     -----------    -----------

Net Income before Taxes                               1,936,837      1,802,827
Income Taxes                                            601,452        540,913
                                                     -----------    -----------

Net Income                                            1,335,385      1,261,914

Other  Comprehensive  Income,  Net of Tax
   Net  unrealized  holding  gains (loss)
      arising during period                             (36,754)      (224,135)
                                                     -----------    -----------

Comprehensive Income                                 $1,298,631     $1,037,779
                                                     ===========    ===========

Net Income per Share                                 $     0.44     $     0.42
                                                     ===========    ===========

See notes to consolidated financial statements.
<PAGE>

Page 6 of 19
                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                Consolidated Statement of Income and Comprehensive Income

                                   (Unaudited)

                                                    Three Months Ended June 30,
                                                        2000           1999
                                                        ----           ----
Interest Income
   Interest and fees on loans                        $3,622,185     $3,264,726
   Interest on U. S. Government obligations             244,319        223,640
   Interest on State and municipal obligations          107,749        155,471
   Interest on Federal funds sold                        94,548        144,820
   Interest on other securities                           5,795          2,610
                                                     -----------    -----------

               Total Interest Income                  4,074,596      3,791,267

Interest Expense
   Interest on deposits                               1,988,334      1,873,186
                                                     -----------    -----------

Net Interest Income                                   2,086,262      1,918,081
Provision for Loan Losses                                91,579        122,722
                                                     -----------    -----------

               Net Interest Income after Provision    1,994,683      1,795,359

Noninterest Income
   Service charges, commissions, and fees on
      deposits                                          129,886        109,892
   Other operating income                               133,409         80,910
                                                     -----------    -----------

               Total Noninterest Income                 263,295        190,802

Noninterest Expense
   Salaries and wages                                   655,493        572,159
   Employee benefits                                    143,264        124,378
   Occupancy expenses                                    84,565         56,165
   Furniture and equipment expense                       55,926         49,234
   Other operating expenses                             344,829        278,265
                                                     -----------    -----------

               Total Noninterest Expense              1,284,077      1,080,201
                                                     -----------    -----------

Net Income before Taxes                                 973,901        905,960
Income Taxes                                            304,563        270,740
                                                     -----------    -----------

Net Income                                              669,338        635,220

Other  Comprehensive  Income,  Net of Tax
   Net  unrealized  holding  gains (loss)
      arising during period                             (26,009)      (339,556)
                                                     -----------    -----------

Comprehensive Income                                 $  643,329     $  295,664
                                                     ===========    ===========

Net Income per Share                                 $     0.22     $     0.21
                                                     ===========    ===========

See notes to consolidated financial statements.
<PAGE>

Page 7 of 19


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                     Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)

                                                    Six Months Ended June 30,
                                                       2000           1999
                                                       ----           ----

Cash Flows from Operating Activities                $1,124,284     $ 1,210,815

Cash Flows from Financing Activities
   Decrease in Federal funds purchased              (7,035,000)              -
   Net increase in demand deposits and interest-
      bearing transaction accounts                   3,775,025       4,917,581
   Net increase (decrease) in savings and money
      market deposits                                 (123,471)      2,397,122
   Net increase in certificates of deposit           9,964,379       1,931,398
   Dividends paid                                     (482,493)       (479,594)
   Sale of stock                                        55,934         116,701
   Purchase of stock                                  (155,305)              -
                                                    -----------    ------------

               Total Cash Provided by Financing
                  Activities                         5,999,069       8,883,208

Cash Flows from Investing Activities
   Purchase of securities                             (615,267)     (9,593,846)
   Sale of securities                                4,750,389         146,607
   Maturity of securities                               93,948       3,370,428
   Net increase in loans                            (6,710,083)    (11,498,628)
   Purchase of premises and equipment                 (443,555)       (200,847)
                                                    -----------    ------------

               Total Cash (Used) by
                  Investing Activities              (2,924,568)    (17,776,286)
                                                    -----------    ------------

Increase (Decrease) in Cash and Cash Equivalents    $4,198,785     $(7,682,263)
                                                    ===========    ============
















See notes to consolidated financial statements.
<PAGE>

Page 8 of 19


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                     Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)

                                                  Three Months Ended June 30,
                                                     2000             1999
                                                     ----             ----

Cash Flows from Operating Activities             $   500,177       $   314,448

Cash Flows from Financing Activities
   Net increase in demand deposits and interest-
      bearing transaction accounts                 2,614,763         3,183,690
   Net increase in savings and money market
      deposits                                       519,493           816,448
   Net increase (decrease) in certificates of
      deposit                                      2,605,175          (583,486)
   Purchase of stock                                 (88,680)          (43,150)
                                                  -----------      ------------

               Total Cash Provided by Financing
                  Activities                       5,650,751         3,373,502

Cash Flows from Investing Activities
   Purchase of securities                           (149,809)       (4,598,096)
   Sale of securities                                      -            88,325
   Maturity of securities                             93,948         1,075,428
   Net increase in loans                          (4,344,229)       (6,509,213)
   Purchase of premises and equipment                (56,830)         (166,279)
                                                  -----------      ------------

               Total Cash (Used) by
                  Investing Activities            (4,456,920)      (10,109,835)
                                                  -----------      ------------

Increase (Decrease) in Cash and Cash Equivalents  $1,694,008       $(6,421,885)
                                                  ===========      ============




















See notes to consolidated financial statements.
<PAGE>

Page 9 of 19


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                   Notes to Consolidated Financial Statements

                                  June 30, 2000


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 19


                  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 2000 and 1999
                  were 3,010,823.074 and 3,008,376.022 shares, respectively.

                  The  Company  has a  stock  option  plan  for  its  directors,
                  officers,  and  employees.  As of June 30,  2000,  there  were
                  133,867   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.
<PAGE>

Page 11 of 19


         (k)      Income Taxes.  The table below reflects the components of the
                  Net Deferred Tax Asset account as of June 30, 2000:

                  Deferred tax assets resulting from loan
                     loss reserves                                  $450,703
                  Deferred tax liabilities resulting from
                     depreciation                                   (123,990)
                  Unrealized securities losses                       292,891
                  Deferred compensation                               58,914
                                                                    ---------

                               Net Deferred Tax Asset               $678,518
                                                                    =========





<PAGE>



Page 12 of 19


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

         Six Months Ending June 30:  2000 Versus 1999

         Earnings Summary

                  Net  income of  $1,335,385  for the  first six  months of 2000
         increased  $73,471 or 5.82% as  compared  to net  income of  $1,261,914
         earned during the first six months of 1999.  Earnings per share of $.44
         as of June 30,  2000  increased  $.02 over the June 30,  1999  level of
         $.42. The annualized  return on average assets of 1.36% increased 2.26%
         while the annualized  return on average equity of 13.08% decreased .15%
         when comparing first six months of 2000 results with those of first six
         months 1999.

                  The increase in earnings resulted from a strong loan demand.

         Interest Income and Interest Expense

                  Total  interest  income of $7,882,852 for the first six months
         of 2000 increased  $416,657 or 5.58% over interest income of $7,466,195
         recorded  during  the first  six  months  of 1999.  The  major  area of
         increase was in interest  earned on loans as  management  realigned the
         earning asset mix away from lower earning investments.

                  Total  interest  expense  in the  first  six  months  of  2000
         increased  to a level of  $3,836,688.  This  amounted to an increase of
         $106,464 or 2.85% over the level reached during the first six months of
         1999. 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 2000,  the Bank increased
         the loan loss reserve by $67,120 to a level of  $1,589,752  or 1.00% of
         the outstanding loan balance.

                  At year end 1999,  the reserve level amounted to $1,522,632 or
         1.00% 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,  2000,  the Bank had  $780,419 in
         nonperforming  loans  or .49% of the  loan  portfolio.  The  amount  of
         unsecured loans in this category amounted to $4,112.

         Noninterest Income and Noninterest Expense

                  Noninterest  income of $483,191  increased  $152,421 or 46.08%
         for the first six months of 2000 as  compared  to the level of $330,770
         reached during the first six months of 1999. The increase resulted from
         an  increase in other  operating  income as the Bank  expands  into the
         Chase City, Clarksville, and Lawrenceville locations.
<PAGE>

         Page 13 of 19


                  Noninterest expense of $2,465,252 increased $352,957 or 16.71%
         for the first six months of 2000 as compared to the level of $2,112,295
         reached  during the first six  months of 1999.  The  increase  was also
         related  to  additional  expenses  incurred  as the Bank moved into and
         developed new markets.

         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,  2000,  the Bank  had  $1,902,489  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:

                                2001        $1,885,489
                                2002            16,000
                                2003             1,000


         Liquidity

                  As of the end of the first six months of 2000,  $49,401,785 or
         31.08% of gross loans will mature or are  subject to  repricing  within
         one year. These loans are funded in part by $19,652,081 in certificates
         of deposit of $100,000 or more of which $10,602,498  mature in one year
         or less.

                  Currently,  the Bank has a maturity average ratio for the next
         twelve  months of 54.27%  when  comparing  current  assets and  current
         liabilities.

                  At year end 1999,  $55,137,045  or 39.44% of gross  loans were
         scheduled to mature or were  subject to  repricing  within one year and
         $13,285,923 in  certificates of deposit were scheduled to mature during
         2000.

         Capital Adequacy

                  Total  shareholder  equity was  $20,779,466 or 10.35% of total
         assets as of June 30, 2000.  This compared to  $20,047,746 or 10.37% of
         total assets as of December 31, 2000.

                  Primary capital (shareholders' equity plus loan loss reserves)
         of $22,369,218 represents 11.14% of total assets as of June 30, 2000 as
         compared to  $21,570,378  or 11.16% of total  assets as of December 31,
         1999.

                  The increase in the equity position  resulted from an increase
         in earnings in the first six months of 2000 versus the first six months
         of 1999.
<PAGE>

Page 14 of 19


         Three Months Ending June 30:  2000 Versus 1999

                  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  $669,338  for  the  second  quarter  of  2000
         increased  $34,118 or 5.37% as compared to the $635,220  earned  during
         the second  quarter of 1999.  Earnings per share of $.22 for the second
         quarter  of  2000   increased  $.01  or  4.76%  when  compared  to  the
         corresponding  period in 1999. The annualized  return on average assets
         was 1.36% and the  return on  average  equity was 13.12% for the second
         quarter of 1999.  This compares to a return on average  assets of 1.32%
         and a return on average  equity of 13.48% for the same  period in 1999.
         The  increased  earnings  is an  indication  of the growth  experienced
         during the second quarter.

         Interest Income and Interest Expense

                  Total interest  income of $4,074,596 for the second quarter of
         2000  increased  $283,329  or 7.47% from the total  interest  income of
         $3,791,267 for the corresponding quarter in 1999. The increase resulted
         primarily from growth in the loan portfolio. Interest and fees on loans
         amounted to  $3,622,185.  This  represented  an increase of $357,459 or
         10.95% over the corresponding period in 1999.

                  Interest  expense  for the second  quarter  of 2000  increased
         $115,148  or 6.15%  over the same  period  in  1999.  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  $91,379 to the  reserve  through its
         provision for loan losses.

         Loans and Deposits

                  During the second quarter of 2000, net loans grew  $4,344,229.
         This growth results from the Bank's expansion into three new markets in
         1999.

                  Deposits  increased by  $5,739,431  for the three month period
         ending June 30, 2000.  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 19


Item 3   Quantitative and Qualitative Disclosures about Market Risk

                  Through  the nature of the  banking  industry,  market risk is
         inherent in the Bank'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, 2000

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

                                                                                                                    Current
          Categories                 2001          2002         2003         2004          2005      Thereafter      Value
          ----------                 ----          ----         ----         ----          ----      ----------      -----

Loans
    Commercial                    $ 17,202,560  $         -  $         -   $         -  $         -   $        -   $15,710,100
    Mortgage                        28,934,801   20,298,477   22,237,923    23,507,348   22,287,420    6,943,688    96,477,870
    Simple Interest I/L             12,900,254    9,563,532    5,403,800     3,147,272    1,347,272       66,752    27,558,306
    Rule of 78ths I/L                        -            -            -             -            -            -       371,790

Investments
    U. S. Government  Agencies         863,810      863,810    1,849,748     3,261,798    2,917,085    9,523,550     8,838,430
    Municipals
       Nontaxable                      568,586      928,495    1,127,179       888,246      265,436    5,260,660     6,840,577
       Taxable                          61,693       61,693       61,693       571,693       31,450      157,250     1,166,128
    Mortgage Backed Securities         281,169      254,905      231,741       211,217      334,635      631,219     1,665,329
</TABLE>




<PAGE>



Page 16 of 19

<TABLE>
<CAPTION>
<S>       <C>                        <C>           <C>          <C>          <C>           <C>       <C>            <C>
                                                                                                                    Current
          Categories                 2001          2002         2003         2004          2005      Thereafter      Value
          ----------                 ----          ----         ----         ----          ----      ----------      -----

Certificates of Deposits
    < 182 days                     2,615,134             -            -            -             -            -    2,609,327
    182 - 364 days                  5,044,026            -            -            -             -            -    4,989,197
    1 year - 2 years               39,966,173   11,223,178            -            -             -            -   47,763,020
    2 years - 3 years               7,616,342    3,645,927    3,991,968            -             -            -   13,777,347
    3 years - 4 years               1,200,762    1,828,279    3,846,564      378,235             -            -    6,273,383
    4 years - 5 years               1,333,267      540,194      883,172      813,177             -            -    3,110,355
    5 years                         5,978,550    5,351,422    7,356,762   11,439,946    18,675,669            -   39,019,773
</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, 2000
<TABLE>
<CAPTION>
<S>          <C>                       <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                         $          -    $         -      $15,710,100    $         -    $         -
    Mortgage                            101,828,151     99,091,285       96,477,870     93,980,587     91,592,649
    Simple Interest I/L                  28,607,688     28,074,110       27,558,306     27,059,459     26,576,800
    Rule of 78ths I/L                       380,115        375,908          371,790        367,760        363,814

Investments
    U. S. Government Securities          10,371,871      9,606,763        8,838,430      8,065,953      7,288,367
    Municipals
       Nontaxable                         7,289,009      7,059,146        6,840,577      6,632,560      6,434,417
       Taxable                            1,311,551      1,235,780        1,166,128      1,101,999      1,042,861
    Mortgage Backed Securities            1,815,855      1,738,015        1,665,329      1,597,369      1,533,748

Certificates of Deposit
    < 182 days                            2,634,167      2,627,550        2,609,327      2,602,834      2,596,374
    182 - 364 days                        5,013,994      5,001,565        4,989,197      4,976,900      4,964,644
    1 year - 2 years                     48,879,204     48,314,863       47,763,020     47,223,276     46,695,244
    2 years - 3 years                    14,238,364     14,004,423       13,777,347     13,556,858     13,342,692
    3 years - 4 years                     6,570,842      6,419,480        6,273,383      6,132,315      5,996,051
    4 years - 5 years                     3,246,753      3,177,297        3,110,355      3,045,809      2,983,544
    5 years                              41,728,732     40,341,402       39,019,773     37,760,019     36,558,574
</TABLE>




<PAGE>



Page 17 of 19


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                                  June 30, 2000


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

                     Independent Accountant's Review Report

Item 6            Report on Form 8-K

                           No  reports  on Form 8-K have been  filed  during the
                     quarter ended June 30, 2000.


<PAGE>


Page 18 of 19












                     INDEPENDENT ACCOUNTANT'S REVIEW REPORT

Board of Directors
Benchmark Bankshares, Inc.
Kenbridge, Virginia

         We have  reviewed the  accompanying  10Q filing  including  the balance
sheet of Benchmark Bankshares,  Inc. (a corporation) as of June 20, 2000 and the
related  statements  of income and cash flows for the three  month  period  then
ended,  in accordance  with  Statements on Standards for  Accounting  and Review
Services issued by the American Institute of Certified Public  Accountants.  All
information  included in these financial statements is the representation of the
management of Benchmark Bankshares, Inc.

         A review  consists  principally  of inquiries of Company  personnel and
analytical  procedures  applied to financial data. It is  substantially  less in
scope than an audit in accordance with generally  accepted  auditing  standards,
the objective of which is the  expression of an opinion  regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements in order for them
to be in conformity with generally accepted accounting principles.

         Our review was made for the  purpose of  expressing  limited  assurance
that there are no material  modifications  that should be made to the  financial
statements  in  order  for  them to be in  conformity  with  generally  accepted
accounting  principles.  The additional required information included in the 10Q
filing for June 30, 2000 is presented only for supplementary  analysis purposes.
Such  information  has been subjected to the inquiry and  analytical  procedures
applied in the review of the basic financial statements, and we are not aware of
any material modifications that should be made thereto.



                                      Creedle, Jones, and Alga, P. C.
                                      Certified Public Accountants

August 1, 2000





<PAGE>



Page 19 of 19


                                    Form 10-Q

                           Benchmark Bankshares, Inc.

                                  June 30, 2000


                                   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 1, 2000                                     Ben L. Watson, III
                                                          President and CEO


Date:  August 1, 2000                                      Janice W. Pernell
                                                         Cashier and Treasurer


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