EAGLE FINANCIAL SERVICES INC
10-Q, 1997-11-13
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

- --------------------------------------------------------------------------------
                                    Form 10-Q

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

                For the quarterly period ended September 30, 1997

                    Transition Report Under Section 13 or 15(d) of the Exchange
    ----------      Act
- --------------------------------------------------------------------------------

                          EAGLE FINANCIAL SERVICES, INC
             (Exact name of registrant as specified in its charter)

Virginia                                                     54-1601306
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

Post Office Box 391, Berryville, Virginia                 22611
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:    540-955-2510

Indicate by check mark whether the  registrant  (1) has filed all  documents and
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

        Yes             X                                No
                 --------------                                    -------------

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of the latest practicable date:

Class Common Stock  Number of shares 1,406,454  Outstanding at November 11, 1997
($2.50 par value)



<PAGE>

                         EAGLE FINANCIAL SERVICES, INC.

                               INDEX TO FORM 10-Q

Part I.  Financial Information

Item 1.      Financial Statements (Unaudited)    .......................     3

                 Consolidated Balance Sheets as of
                 September 30, 1997 and December 31, 1996     ..........     3

                 Consolidated Statements of Income for the Three
                 and Nine Months Ended September 30, 1997 and 1996   ...     4

                 Consolidated Statement of Changes in
                 Stockholder's Equity for the Nine Months
                 Ended September 30, 1997 and 1996           ...........     6

                 Consolidated Statements of Cash Flows for the
                 Nine Months Ended September 30, 1997 and 1996    ......     7

                 Notes to Consolidated Financial Statements      .......     9

Item 2.      Management's Discussion and Analysis of
                 Financial Condition and Results of Operations      ....    12

Part II.  Other Information

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

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

Exhibit 27 - Financial Data Schedule      ..............................    16

PART I.  FINANCIAL INFORMATION

Item 1.        Financial Statements
<TABLE>


                              Eagle Financial Services, Inc. and Subsidiary
                                       Consolidated Balance Sheets
                             As of September 30, 1997 and December 31, 1996
<CAPTION>

                                                               September 30, 1997     December 31, 1996
                                                                  -------------         -------------
<S> <C>
       Assets
       Cash and due from banks                                    $   5,120,846         $   4,409,250
       Securities held to maturity (fair value:
         1997, $30,280,660; 1996, $24,042,342)                       30,346,316            24,345,102
       Securities available for sale, at fair value                   4,252,581             1,744,472
       Federal funds sold                                             2,049,000             1,553,000
       Loans, net of unearned discounts                              81,928,399            87,870,194
          Less allowance for loan losses                               (788,094)             (913,955)
                                                                  -------------         -------------
                  Net loans                                          81,140,305            86,956,239
       Bank premises and equipment, net                               4,118,743             4,251,675
       Other real estate owned                                           72,492                46,605
       Intangible assets                                                615,653               653,624
       Other assets                                                   2,866,213             2,281,774
                                                                  -------------         -------------
                  Total assets                                    $ 130,582,149         $ 126,241,741
                                                                  =============         =============
       Liabilities and Stockholders' Equity
       Liabilities
           Deposits:
              Noninterest bearing                                 $  16,931,065         $  15,175,041
              Interest bearing                                       97,705,944            95,912,826
                                                                  -------------         -------------
                 Total deposits                                   $ 114,637,009         $ 111,087,867
           Federal funds purchased                                            0                     0
           Other liabilities                                          1,027,480               957,018
                                                                  -------------         -------------
                  Total liabilities                               $ 115,664,489         $ 112,044,885
                                                                  -------------         -------------
       Stockholders' Equity
           Preferred Stock, $10 par value;
               authorized 500,000 shares; no
               shares outstanding                                 $           0         $           0
           Common Stock, $2.50 par value;
                authorized 1,500,000 shares;
                issued 1997, 1,406,454; issued
                1996, 1,399,885 shares                                3,516,136             3,499,714
           Surplus                                                    2,066,599             1,945,891
           Retained Earnings                                          9,328,849             8,756,281
           Unrealized loss on securities
               available for sale, net                                    6,076                (5,030)
                                                                  -------------         -------------
                  Total stockholders' equity                      $  14,917,660         $  14,196,856
                                                                  -------------         -------------
                  Total liabilities and stockholders'
                        equity                                    $ 130,582,149         $ 126,241,741
                                                                  =============         =============

</TABLE>

                                                  - 3 -
<PAGE>
<TABLE>


                              Eagle Financial Services, Inc. and Subsidiary
                                    Consolidated Statements of Income
                            For the Periods Ended September 30, 1997 and 1996
<CAPTION>

                                                                          Three Months Ended
                                                                             September 30,
                                                                      1997                  1996
                                                                  -------------         -------------
<S> <C>
      Interest Income
      Interest and fees on loans                                  $ 1,792,685           $ 1,925,600
      Interest on securities held to
        maturity:
          Taxable interest income                                     418,674               340,284
          Interest income exempt from
            federal income taxes                                       34,888                38,237
      Interest and dividends on securities
          available for sale, taxable                                  65,989                28,090
      Interest on federal funds sold                                   10,776                20,741
      Interest on deposits in banks                                       452                   278
                                                                  -----------           -----------

                Total interest income                             $ 2,323,464           $ 2,353,230
                                                                  -----------           -----------
      Interest Expense

      Interest on deposits                                        $   999,933           $   987,229
      Interest on federal funds purchased                               1,516                    70
                                                                  -----------           -----------
                Total interest expense                            $ 1,001,449           $   987,299
                                                                  -----------           -----------
                Net interest income                               $ 1,322,015           $ 1,365,931

      Provision For Loan Losses                                       140,000                65,000
                                                                  -----------           -----------
                Net interest income after
                provision for loan losses                         $ 1,182,015           $ 1,300,931
                                                                  -----------           -----------
      Other Income
      Trust Department income                                     $    56,906           $    42,900
      Service charges on deposits                                     131,918               119,033
      Other service charges and fees                                  142,932                71,463
      Gain (loss) on equity investment                                 (2,362)                 (792)
      Other operating income                                            1,911                51,926
                                                                  -----------           -----------
                                                                  $   331,305           $   284,530
                                                                  -----------           -----------
      Other Expenses
      Salaries and wages                                          $   505,072           $   452,964
      Pension and other employee benefits                             127,325               132,702
      Occupancy expenses                                               83,241                77,368
      Equipment expenses                                              117,608               141,407
      FDIC assessment                                                       0                   500
      Stationary and supplies                                          44,850                19,036
      Postage                                                          28,240                28,288
      Credit card expense                                              24,936                24,479
      Bank franchise tax                                               24,726                22,954
      ATM network fees                                                 39,637                30,248
      Intangible amortization                                          12,704                21,732
      Other operating expenses                                        208,949               143,194
                                                                  -----------           -----------
                                                                  $ 1,217,288           $ 1,094,872
                                                                  -----------           -----------
               Income before income taxes                         $   296,032           $   490,589

      Income Tax Expense                                               58,344               138,780
                                                                  -----------           -----------
                Net Income                                        $   237,688           $   351,809
                                                                  ===========           ===========
      Earnings Per Share                                          $      0.17           $      0.25
                                                                  ===========           ===========
</TABLE>

                                                  - 4 -
<PAGE>
<TABLE>


                              Eagle Financial Services, Inc. and Subsidiary
                                    Consolidated Statements of Income
                            For the Periods Ended September 30, 1997 and 1996

<CAPTION>

                                                                         Nine Months Ended
                                                                            September 30,
                                                                      1997                  1996
                                                                  -------------         -------------
<S> <C>
      Interest Income
      Interest and fees on loans                                  $ 5,502,130           $ 5,783,949
      Interest on securities held to
        maturity:
          Taxable interest income                                   1,170,176               976,603
          Interest income exempt from
            federal income taxes                                      108,198               121,863
      Interest and dividends on securities
          available for sale, taxable                                 123,915               105,189
      Interest on federal funds sold                                   62,586                37,726
      Interest on deposits in banks                                       912                   600
                                                                  -----------           -----------

                Total interest income                             $ 6,967,917           $ 7,025,930
                                                                  -----------           -----------
      Interest Expense

      Interest on deposits                                        $ 2,879,700           $ 2,921,454
      Interest on federal funds purchased                               4,427                53,428
                                                                  -----------           -----------
                Total interest expense                            $ 2,884,127           $ 2,974,882
                                                                  -----------           -----------
                Net interest income                               $ 4,083,790           $ 4,051,048

      Provision For Loan Losses                                       306,667               185,000
                                                                  -----------           -----------
                Net interest income after
                provision for loan losses                         $ 3,777,123           $ 3,866,048
                                                                  -----------           -----------
      Other Income
      Trust Department income                                     $   160,941           $   133,144
      Service charges on deposits                                     387,947               384,283
      Other service charges and fees                                  236,216               161,425
      Gain (loss) on equity investment                                 (5,508)                 (603)
      Other operating income                                           95,154                71,137
                                                                  -----------           -----------
                                                                  $   874,750           $   749,386
                                                                  -----------           -----------
      Other Expenses
      Salaries and wages                                          $ 1,440,204           $ 1,293,841
      Pension and other employee benefits                             359,208               358,171
      Occupancy expenses                                              245,528               239,573
      Equipment expenses                                              337,343               344,823
      FDIC assessment                                                   6,465                 2,000
      Stationary and supplies                                         123,479               101,973
      Postage                                                          84,471                94,551
      Credit card expense                                              81,767                72,568
      Bank franchise tax                                               70,618                77,380
      ATM network fees                                                 99,587                88,440
      Intangible amortization                                          37,972                36,641
      Other operating expenses                                        580,299               530,366
                                                                  -----------           -----------
                                                                  $ 3,466,941           $ 3,240,327
                                                                  -----------           -----------
               Income before income taxes                         $ 1,184,932           $ 1,375,107
      Income Tax Expense                                              275,852               368,851
                                                                  -----------           -----------
                Net Income                                        $   909,080           $ 1,006,256
                                                                  ===========           ===========
      Earnings Per Share                                          $      0.65           $      0.72
                                                                  ===========           ===========
</TABLE>

                                                  - 5 -
<PAGE>
<TABLE>


                                Eagle Financial Services, Inc. and Subsidiary
                          Consolidated Statements of Changes in Stockholders' Equity
                            For the Nine Months Ended September 30, 1997 and 1996

<CAPTION>

                                                                                Unrealized
                                                                                Gain (Loss)
                                                                               on Securities
                                   Common                         Retained     Available for
                                    Stock          Surplus        Earnings       Sale, Net          Total
                                ------------    ------------    ------------    ------------    ------------
<S> <C>
 Balance, Dec 31, 1995          $  1,738,212    $  1,782,186    $  9,612,627    ($    12,606)   $ 13,120,419
    Net income                                                     1,006,256                       1,006,256
    Issuance of common
       stock, dividend
       investment plan
       (1,732 shares)                  4,330          59,841                                          64,171
    Dividend declared
       ($.22 per share)                                             (152,962)                       (152,962)
    Net change in
       unrealized gain (loss)
       on securities avail-
       able for sale                                                                   4,910           4,910
    Fractional shares
       purchased                          (9)           (142)                                           (151)
                                ------------    ------------    ------------    ------------    ------------
 Balance, Sept 30, 1996         $  1,742,533    $  1,841,885    $ 10,465,921    ($     7,696)   $ 14,042,643
                                ============    ============    ============    ============    ============

 Balance, Dec 31, 1996          $  3,499,714    $  1,945,891    $  8,756,281    ($     5,030)   $ 14,196,856
    Net income                                                       909,080                         909,080
    Issuance of common
       stock, dividend
       investment plan
       (6,571 shares)                 16,427         120,749                                         137,176
    Dividend declared
       ($.24 per share)                                             (336,512)                       (336,512)
    Net change in
       unrealized gain (loss)
       on securities avail-
       able for sale                                                                  11,106          11,106
    Fractional shares
       purchased                          (5)            (41)                                            (46)
                                ------------    ------------    ------------    ------------    ------------
 Balance, Sept 30, 1997         $  3,516,136    $  2,066,599    $  9,328,849    $      6,076    $ 14,917,660
                                ============    ============    ============    ============    ============

</TABLE>

                                                    - 6 -
<PAGE>
<TABLE>

                              Eagle Financial Services, Inc. and Subsidiary
                                  Consolidated Statements of Cash Flows
                          For the Nine Months Ended September 30, 1997 and 1996
<CAPTION>
                                                                      1997                 1996
                                                                  ------------          ------------
<S> <C>
    Cash Flows from Operating Activities
    Net income                                                    $    909,080          $  1,006,256
    Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation                                                    223,505               286,531
       Amortization of intangible assets                                37,972                36,641
       (Gain) loss on equity investment                                  5,508                   603
       Provision for loan losses                                       306,667               185,000
       Premium amortization on securities, net                          43,706                28,773
       Deferred tax                                                          0                23,620
       (Increase) in other assets                                     (474,456)             (338,452)
       Increase in other liabilities                                    70,462                28,002
                                                                  ------------          ------------
    Net cash provided by operating activities                     $  1,122,444          $  1,256,974
                                                                  ------------          ------------
    Cash Flows from Investing Activities
    Proceeds from maturities and principal
        payments of securities held to maturity                   $  4,383,825          $  3,319,002
    Proceeds from maturities and principal
        payments of securities available for sale                      377,000             1,844,000
    Purchases of securities held to maturity                       (10,428,722)           (4,777,567)
    Purchases of securities available for sale                      (2,868,304)             (194,500)
    Purchases of bank premises and equipment                          (211,787)           (1,028,921)
    Acquisition of intangible assets                                         0              (692,830)
    Net (increase) decrease in loans                                 5,483,380              (959,054)
                                                                  ------------          ------------
    Net cash (used in) investing activities                       ($ 3,264,608)         ($ 2,489,870)
                                                                  ------------          ------------
    Cash Flows from Financing Activities
    Net increase (decrease) in demand deposits,
        money market, and savings accounts                        ($   759,643)         $  6,437,178
    Net increase in certificates of deposit                          4,308,785            (2,360,320)
    Net (decrease) in federal funds purchased                                0            (1,867,000)
    Cash dividends paid                                               (199,336)              (88,791)
    Fractional shares purchased                                            (46)                 (151)
                                                                  ------------          ------------
    Net cash provided by financing activities                     $  3,349,760          $  2,120,916
                                                                  ------------          ------------
    Increase in cash and cash equivalents                         $  1,207,596          $    888,020

    Cash and Cash Equivalents
        Beginning                                                    5,962,250             4,106,467
                                                                  ------------          ------------
        Ending                                                    $  7,169,846          $  4,994,487
                                                                  ============          ============
</TABLE>

                                                  - 7 -
<PAGE>
<TABLE>


                              Eagle Financial Services, Inc. and Subsidiary
                                  Consolidated Statements of Cash Flows
                          For the Nine Months Ended September 30, 1997 and 1996

<CAPTION>


                                                                      1997                 1996
                                                                  ----------            ----------
<S> <C>
    Supplemental Disclosures of Cash Flow Information
    Cash payments for:
        Interest                                                  $2,899,014            $3,059,409
                                                                  ==========            ==========
        Income taxes                                              $  439,616            $  428,936
                                                                  ==========            ==========

    Supplemental Schedule of Non-Cash Financing
    Activities:
       Issuance of common stock,
            dividend investment plan                              $  137,176            $   64,171
                                                                  ==========            ==========
       Unrealized gain on securities
            available for sale                                    $   16,828            $    7,440
                                                                  ==========            ==========
       Other real estate acquired in settlement
            of loans                                              $   25,887            $        0
                                                                  ==========            ==========
</TABLE>

                                                  - 8 -
<PAGE>




                         EAGLE FINANCIAL SERVICES, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997

(1)      The accompanying  unaudited financial  statements have been prepared in
         accordance with generally  accepted  accounting  principals for interim
         financial  information  and  with  the  instructions  to Form  10-Q and
         Article 10 of Regulation S-X.  Accordingly,  they do not include all of
         the information and footnotes required by generally accepted accounting
         principles.

(2)      In the opinion of  management,  the  accompanying  unaudited  financial
         statements contain all adjustments (consisting of only normal recurring
         accruals)  necessary  to present  fairly the  financial  position as of
         September 30, 1997 and December 31, 1996,  and the result of operations
         and cash flows for the three and nine months ended  September  30, 1997
         and 1996. The statements  should be read in conjunction  with the Notes
         to Financial Statements included in the Company's Annual Report for the
         year ended December 31, 1996.

(3)      The results of operations for the nine month period ended September 30,
         1997 and 1996  are not  necessarily  indicative  of the  results  to be
         expected for the full year.

(4)      Securities  held to maturity and available for sale as of September 30,
         1997 and December 31, 1996, are:
<TABLE>
<CAPTION>

<S> <C>
                                                          September 30, 1997               December 31, 1996
Held to Maturity                                            Amortized Cost                   Amortized Cost
- ----------------                                            --------------                   --------------

U.S. Treasury securities                                     $   371,905                       $   821,632
Obligations of U.S. government
       corporations and agencies                               9,498,020                         5,467,491
Mortgage-backed securities                                    16,600,480                        14,960,458
Obligations of states and political
       subdivisions                                            3,875,911                         2,995,521
Other securities                                                       0                           100,000
                                                             -----------                       -----------
                                                             $30,346,316                       $24,345,102
                                                             ===========                       ===========

                                                         September 30, 1997                December 31, 1996
                                                              Fair Value                       Fair Value
                                                             -----------                       -----------
U.S. Treasury securities                                     $   376,993                       $   823,361
Obligations of U.S. government
       corporations and agencies                               9,492,887                         5,396,463
Mortgage-backed securities                                    16,509,523                        14,730,775
Obligations of states and political
       subdivisions                                            3,901,257                         2,991,733
Other securities                                                       0                           100,010
                                                             -----------                       -----------
                                                             $30,280,660                       $24,042,342
                                                             ===========                       ===========
</TABLE>

                                      - 9 -
<PAGE>

<TABLE>
<CAPTION>

<S> <C> 
                                                          September 30, 1997                December 31, 1996
Available for Sale                                          Amortized Cost                    Amortized Cost
- ------------------                                          --------------                    --------------
Obligations of U.S. government
       corporations and agencies                                3,501,175                           999,994
Other securities                                                  742,200                           752,100
                                                             ------------                      ------------
                                                             $  4,243,375                      $  1,752,094
                                                             ============                      ============

                                                         September 30, 1997                December 31, 1996
                                                              Fair Value                       Fair Value
                                                             -----------                       -----------
Obligations of U.S. government
       corporations and agencies                                3,510,381                           992,372
Other securities                                                  742,200                           752,100
                                                             ------------                      ------------
                                                             $  4,252,581                      $  1,744,472
                                                             ============                      ============
</TABLE>

(5) Net loans at September 30, 1997 and December 31, 1996 are summarized
    as follows:
<TABLE>
<CAPTION>
<S> <C>
                                                         September 30, 1997                December 31, 1996
                                                             -----------                       -----------
Loans secured by real estate:
     Construction and land development                       $  1,202,542                      $  1,434,277
     Secured by farmland                                        3,750,685                         4,013,322
     Secured by 1-4 family residential                         44,635,203                        45,156,222
     Nonfarm, nonresidential loans                             10,191,441                         9,517,839
Loans to finance agricultural production                          826,519                         1,446,108
Commercial and industrial loans                                 5,140,493                         6,145,077
Loans to individuals                                           15,410,131                        19,632,667
Loans to U.S. state and political
          subdivisions                                          1,155,340                         1,517,111
All other loans                                                   218,512                           214,483
                                                             ------------                      ------------
Gross loans                                                  $ 82,530,866                      $ 89,077,106

Less:
          Unearned income                                        (602,467)                       (1,206,912)
          Allowance for loan losses                              (788,094)                         (913,955)
                                                             ------------                      ------------
Loans, net                                                   $ 81,140,305                      $ 86,956,239
                                                             ============                      ============

</TABLE>

                                     - 10 -
<PAGE>

(6)     Allowance for Loan Losses
<TABLE>
<CAPTION>
<S> <C>
                                              September 30, 1997        December 31, 1996
                                              ------------------        -----------------

Balance, beginning                                $913,955                  $828,104
Provision charged to operating expense             306,667                   290,000
Recoveries added to the allowance                   24,058                    63,561
Loan losses charged to the allowance              (456,586)                 (267,710)
                                                  --------                  -------- 

Balance, ending                                   $788,094                  $913,955
                                                  ========                  ========

</TABLE>

(7)     New Accounting Pronouncements

FASB  Statement  No. 125,  "Accounting  for Transfers and Servicing of Financial
Assets  and  Extinguishments  of  Liabilities,"  was  issued  in June  1996  and
establishes, among other things, new criteria for determining whether a transfer
of  financial  assets  in  exchange  for cash or other  consideration  should be
accounted  for as a sale or as a pledge of  collateral  in a secured  borrowing.
Statement  125  also   establishes  new  accounting   requirements  for  pledged
collateral.  As  issued,  Statement  125 is  effective  for  all  transfers  and
servicing of financial assets and extinguishments of liabilities occurring after
December 1996.

FASB Statement No. 127, "Deferral of the Effective Date of Certain Provisions of
FASB  Statement  No. 125," defers for one year the  effective  date (a) of para-
graph 15 of Statement 125 and (b) for repurchase agreement,  dollar-roll, secur-
ities  lending,  or  similar  transactions,  of  paragraph  9-12 and  237(b)  of
Statement 125.

FASB  Statement No. 128,  "Earnings per Share",  was issued in February 1997 and
establishes  standards  for  computing  and  presenting  earnings  per (EPS) and
applies to entities with  publicly held common stock or potential  common stock.
This  Statement  simplifies  the  standards  for  computing  earnings  per share
previously  found in APB Opinion No. 15,  "Earnings  per Share",  and makes them
comparable to  international  EPS  standards.  It replaces the  presentation  of
primary EPS with a presentation of basic EPS. It also requires dual presentation
of basic and diluted EPS on the face of the income  statement  for all  entities
with complex capital structures and requires a reconciliation of
the numerator and  denominator of the basic EPS computation to the numerator and
denominator  of the diluted EPS  computation.  This  Statement is effective  for
financial statements issued for periods ending after December, 15 1997 including
interim periods.

FASB Statement No. 129, "Disclosure of Information About Capital Structure", was
issued in February 1997 and  establishes  standards for  disclosing  information
about an entity's capital structure.  It applies to all entities. This Statement
continues the previous  requirements to disclose  certain  information  about an
entity's  capital  structure  found in APB Opinions No. 10,  "Omnibus  Opinion -
1966", and No. 15, "Earnings per Share",  and FASB Statement No. 47, "Disclosure
of Long-Term Obligations", for entities that were subject to the requirements of
those  standards.  This  Statement is effective  for  financial  statements  for
periods ending after December 15, 1997.

FASB Statement No. 130,  "Reporting  Comprehensive  Income",  was issued in June
1997 and establishes standards for reporting and display of comprehensive income
and its  components  (revenues,  expenses,  gains,  and losses) in a full set of
general-purpose  financial  statements.  This Statement  requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements.

This  Statement  requires  that  an  enterprise  (a)  classify  items  of  other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in capital in the equity section of a statement of
financial position. This Statement is effective for fiscal years beginning after
December 15, 1997.

The  effects of these  Statements  on the Bank's  financial  statements  are not
expected to be material.


                                     - 11 -
<PAGE>




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

Performance Summary

Net  income  of the  company  for the  first  nine  months  of 1997 and 1996 was
$909,080 and $1,006,256,  respectively.  This is a decrease of $97,176 or 9.66%.
The results of operations  for the nine month  periods ended  September 30, 1997
and 1996 are not  necessarily  indicative  of the results to be expected for the
full year.  Net interest  income after  provision  for loan losses for the first
nine months of 1997 and 1996 was $3,777,123 and $3,866,048,  respectively.  This
is a decrease of $88,925 or 2.30%.  Total  other  income  increased  $125,364 or
16.73% from $749,386 for the first nine months of 1996 to $874,750 for the first
nine  months of 1997.  Total  other  expenses  increased  $226,614 or 6.99% from
$3,240,327  during the first nine months of 1996 to $3,466,941  during the first
nine months of 1997.

Earnings  per common share  outstanding  was $0.65 and $0.72 for the nine months
ended September 30, 1997 and 1996,  respectively.  Annualized  return on average
assets for the nine month  periods  ended  September 30, 1996 and 1997 was 1.08%
and 0.95%, respectively. Annualized return on average equity for the nine months
ended  September  30,  1997 was 8.33% as  compared  to 9.87% for the nine months
ended September 30, 1996.

Provision and Allowance for Loan Losses

The provision for loan losses is based upon management's  estimate of the amount
required to maintain an adequate  allowance  for loan losses  reflective  of the
risks in the loan  portfolio.  The Company reviews the adequacy of the allowance
for loan  losses  monthly  and  utilizes  the  results of these  evaluations  to
establish the provision for loan losses.  The allowance is maintained at a level
believed by management to absorb  potential  losses in the loan  portfolio.  The
methodology  considers  specific  identifications,  specific and estimate pools,
trends in  delinquencies,  local and regional  economic trends,  concentrations,
commitments,  off balance sheet  exposure and other  factors.  The provision for
loan losses increased $121,667 from $185,000 for the nine months ended September
30, 1996 to $306,667 for the nine months ended September 30, 1997. The allowance
for loan losses  decreased  $125,861  or 13.77%  during the first nine months of
1997 from $913,955 at December 31, 1996 to $788,094 at September  30, 1997.  The
allowance as a percentage  of total loans  decreased  from 1.04% at December 31,
1996 to 0.96% at September 30, 1997. The Company had net charge-offs of $130,274
and $432,528 for the first nine months of 1996 and 1997, respectively. The ratio
of net  charge-offs to average loans was 0.51% for the first nine months of 1997
as compared to 0.15% for the first nine months of 1996.

The coverage of the  allowance  for loan losses over  non-performing  assets and
loans 90 days past due and still accruing  interest has decreased from 90.14% at
December 31, 1996 to 53.08% at September  30, 1997.  Loans past due greater than
90 days and still accruing interest decreased from $967,319 at December 31, 1996
to $572,805 at September 30, 1997.

Potential  problem  loans are included in the loans past due 90 days or more and
still  accruing  interest.  Loans are  viewed as  potential  problem  loans when
management  questions  the  ability  of the  borrower  to  comply  with  current
repayment  terms.  These loans are subject to constant  review by management and
their status is reviewed on a regular  basis.  The amount of problem loans as of
September  30,  1997 was  $302,279.  Most of these  loans are well  secured  and
management expects to incur only immaterial losses on their disposition.

Loans are placed on  nonaccrual  when they are greater than ninety days past due
without  being in the process of  collection  or where the  collection  of their
principal  or interest is  doubtful.  Interest and fees are not accrued on these
loans from the day they enter  nonaccrual  status and any interest or fees which
were earned  previously are reversed.  As of September 30, 1997 nonaccrual loans
totalled $840,644, of which $617,009 is secured by real estate.  Management does
not expect to incur any material losses on the nonaccrual  loans secured by real
estate upon foreclosure.


                                     - 12 -
<PAGE>

Balance Sheet

Total assets  increased  $4.34 million or 3.44% from $126.24 million at December
31, 1996 to $130.58  million at September 30, 1997.  Securities  increased $8.51
million or 32.62%  during the first nine months of 1997 from  $26.09  million at
December  31,  1996 to $34.60  million at  September  30,  1997.  Loans,  net of
unearned discounts  decreased $5.94 million or 6.76% during the same period from
$87.87 million at December 31, 1996 to $81.93 million at September 30, 1997.

Total liabilities  increased $3.62 million or 3.23% during the first nine months
of 1997 from  $112.04  million  at  December  31,  1996 to  $115.66  million  at
September 30, 1997.  Total deposits  increased $3.55 million or 3.19% during the
same period from  $111.09 at December  31, 1996 to $114.64  million at September
30, 1997. Total stockholders' equity increased $0.72 million or 5.08% during the
first nine  months of 1997 from $14.20  million at  December  31, 1996 to $14.92
million at September 30, 1997.

Stockholders' Equity

The  Company  continues  to be a  strongly  capitalized  financial  institution.
Stockholders' equity per share increased $0.47 or 4.64% from $10.14 per share at
December  31, 1996 to $10.61 per share at September  30,  1997.  During 1996 the
Company paid $0.30 per share in dividends.  During 1997, the Company changed its
dividend policy to begin paying quarterly dividends.  The Company has paid $0.24
per share in dividends  during the first nine months of 1997.  The Company has a
Dividend   Investment  Plan  that  reinvests  the  dividends  of   participating
shareholders in Company stock.

Liquidity

Asset and  liability  management  assures  liquidity  and  maintains the balance
between rate sensitive assets and  liabilities.  Liquidity  management  involves
meeting the present and future  financial  obligations  of the Company  with the
sale or maturity of assets or through the occurrence of additional  liabilities.
Liquidity  needs are met with cash on hand,  deposits  in banks,  federal  funds
sold,  securities classified as available for sale and loans maturing within one
year.  Total liquid  assets were $29.3  million at September  30, 1997 and $34.5
million  at  December  31,  1996.  These  represent  25.34%  and  30.8% of total
liabilities as of September 30, 1997 and December 31, 1996, respectively.


                                     - 13 -
<PAGE>



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.        Exhibits and Reports on Form 8-K.

               (a)    Exhibits.

                        Exhibit 2                     Not applicable


<PAGE>



              Exhibit   3   (i) Articles   of    Incorporation   of   Registrant
                                (incorporated herein by reference as Exhibit 3.1
                                of Registrant's Form S-4 Registration Statement,
                                Registration No. 33-43681).

                           (ii) Bylaws of Registrant  (incorporated  herein by
                                reference  as Exhibit 3.2 of  Registrant's  Form
                                S-4  Registration  Statement,  Registration  No.
                                33-43681).

              Exhibit 4        Not applicable

              Exhibit 10       Material Contracts

                              10.1      Description  of  Executive  Supplemental
                                        Income Plan,  Incorporated  by reference
                                        to Exhibit 10.1 to the Company's  Annual
                                        Report on Form  10-K for the year  ended
                                        December 31, 1996, File No. 0-20146.

                              10.2      Lease  Agreement  between Bank of Clarke
                                        County     (tenant)    and    Winchester
                                        Development   Company  (landlord)  dated
                                        August 1, 1992 for the branch  office at
                                        625 East Jubal Early Drive,  Winchester,
                                        Virginia,    Incorporated    herein   by
                                        reference   to   Exhibit   10.2  of  the
                                        Company's Annual Report on Form 10-K for
                                        the year ended  December 31, 1995,  File
                                        No. 0-20146.

                              10.3      Lease  Agreement  between Bank of Clarke
                                        County     (tenant)    and    Winchester
                                        Development   Company  (landlord)  dated
                                        July 1,  1997 for an  office at 615 East
                                        Jubal Early Drive, Winchester, Virginia,
                                        Incorporated   herein  by  reference  to
                                        Exhibit 10.3 of the Company's  Quarterly
                                        Report  on Form  10-Q  for  the  quarter
                                        ended June 30, 1997, File No. 0-20146.

              Exhibit 11       Not applicable

              Exhibit 15       Not applicable

              Exhibit 18       Not applicable

              Exhibit 19       Not applicable

              Exhibit 22       Not applicable

              Exhibit 23       Not applicable

              Exhibit 24       Not applicable

              Exhibit 27       Financial Data Schedule, Incorporated
                               herein as Exhibit 27

              Exhibit 99       Not applicable

               (b) Reports on Form 8-K.

                      None.

                                     - 14 -

<PAGE>


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.

                                                  EAGLE FINANCIAL SERVICES, INC.

Date:          November 12, 1997                  /s/ LEWIS M. EWING
                                                  ------------------------------
                                                  Lewis M. Ewing
                                                  President and CEO

Date:          November 12, 1997                  /s/ JOHN R. MILLESON
                                                  ------------------------------
                                                  John R. Milleson
                                                  Vice President, Secretary and
                                                  Treasurer

Date:          November 12, 1997                  /s/ JAMES W. MCCARTY, JR.
                                                  ------------------------------
                                                  James W. McCarty, Jr.
                                                  Controller

                                     - 15 -

<TABLE> <S> <C>

<ARTICLE>                      9
<MULTIPLIER>                   1,000
       
<S>                                       <C>
<PERIOD-TYPE>                             9-MOS
<FISCAL-YEAR-END>                                             DEC-31-1996
<PERIOD-END>                                                  SEP-30-1997
<CASH>                                                              5,121
<INT-BEARING-DEPOSITS>                                                 37
<FED-FUNDS-SOLD>                                                     2049
<TRADING-ASSETS>                                                        0
<INVESTMENTS-HELD-FOR-SALE>                                         4,253
<INVESTMENTS-CARRYING>                                             30,346
<INVESTMENTS-MARKET>                                               30,281
<LOANS>                                                            81,928
<ALLOWANCE>                                                           788
<TOTAL-ASSETS>                                                    130,582
<DEPOSITS>                                                        114,637
<SHORT-TERM>                                                            0
<LIABILITIES-OTHER>                                                 1,027
<LONG-TERM>                                                             0
<COMMON>                                                            5,583
                                                   0
                                                             0
<OTHER-SE>                                                          9,335
<TOTAL-LIABILITIES-AND-EQUITY>                                    130,582
<INTEREST-LOAN>                                                     5,502
<INTEREST-INVEST>                                                    1402
<INTEREST-OTHER>                                                       64
<INTEREST-TOTAL>                                                     6968
<INTEREST-DEPOSIT>                                                  2,880
<INTEREST-EXPENSE>                                                  2,884
<INTEREST-INCOME-NET>                                               4,084
<LOAN-LOSSES>                                                         307
<SECURITIES-GAINS>                                                      0
<EXPENSE-OTHER>                                                      3467
<INCOME-PRETAX>                                                      1185
<INCOME-PRE-EXTRAORDINARY>                                           1185
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                          909
<EPS-PRIMARY>                                                        0.65
<EPS-DILUTED>                                                        0.65
<YIELD-ACTUAL>                                                       4.69
<LOANS-NON>                                                           841
<LOANS-PAST>                                                          573
<LOANS-TROUBLED>                                                        0
<LOANS-PROBLEM>                                                       302
<ALLOWANCE-OPEN>                                                      914
<CHARGE-OFFS>                                                         457
<RECOVERIES>                                                           24
<ALLOWANCE-CLOSE>                                                     788
<ALLOWANCE-DOMESTIC>                                                  352
<ALLOWANCE-FOREIGN>                                                     0
<ALLOWANCE-UNALLOCATED>                                               436
        

</TABLE>


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