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, 2000
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)
(540) 955-2510
(Registrant's telephone number, including area code)
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 [ ]
The number of shares of the Registrant's Common Stock ($2.50 par value)
outstanding as of November 9, 2000 was 1,442,098.
1
<PAGE>
EAGLE FINANCIAL SERVICES, INC.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements ....................................... 3
Consolidated Balance Sheets as of
September 30, 2000 and December 31, 1999 ............... 3
Consolidated Statements of Income for the Three
and Nine Months Ended September 30, 2000 and 1999 ...... 4
Consolidated Statements of Shareholders' Equity
for the Nine Months Ended September 30, 2000 and 1999 ...... 5
Consolidated Statements of Cash Flows for
the Nine Months Ended September 30, 2000 and 1999 ...... 6
Notes to Consolidated Financial Statements ............. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .............. 8
Item 3. Quantitative and Qualitative Disclosures
about Market Risk .......................................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................... 10
Item 2. Changes in Securities and Use of Proceeds ................. 10
Item 3. Defaults Upon Senior Securities ........................... 10
Item 4. Submission of Matters to a Vote of Security Holders ....... 10
Item 5. Other Information ......................................... 10
Item 6. Exhibits and Reports on Form 8-K .......................... 11
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Eagle Financial Services, Inc. and Subsidiary
Consolidated Balance Sheets
As of September 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
Sep 30, 2000 Dec 31, 1999
--------------- ---------------
<S> <C> <C>
Assets
Cash and due from banks $ 5,835,752 $ 6,420,162
Federal funds sold 0 0
Securities available for sale 12,169,296 11,100,666
Securities held to maturity (fair value:
2000, $25,911,280; 1999, $28,582,990) 26,550,879 29,487,192
Loans, net allowance for loan losses
of $1,308,640 in 2000 and
$1,122,616 in 1999 139,889,222 123,694,599
Bank premises and equipment, net 4,889,051 3,997,919
Other assets 4,053,727 3,677,223
--------------- ---------------
Total assets $ 193,387,927 $ 178,377,761
=============== ===============
Liabilities and Shareholders' Equity
Liabilities
Deposits:
Noninterest bearing demand deposits $ 27,223,561 $ 22,883,062
Interest bearing demand deposits,
money market and savings accounts 53,421,275 55,145,407
Time deposits 82,556,120 70,860,009
--------------- ---------------
Total deposits $ 163,200,956 $ 148,888,478
Federal funds purchased and securities
sold under agreements to repurchase 5,436,624 6,160,852
Federal Home Loan Bank advances 5,000,000 5,000,000
Other liabilities 1,015,982 867,583
Commitments and contingent liabilities 0 0
--------------- ---------------
Total liabilities $ 174,653,562 $ 160,916,913
-------------- ---------------
Shareholders' Equity
Preferred Stock, $10 par value;
500,000 shares authorized
and unissued $ 0 $ 0
Common Stock, $2.50 par value;
authorized 5,000,000 shares;
issued 2000, 1,442,098; issued
1999, 1,432,797 shares 3,605,245 3,581,992
Surplus 2,804,750 2,602,005
Retained Earnings 12,427,797 11,407,018
Accumulated other comprehensive loss (103,427) (130,167)
--------------- ---------------
Total shareholders' equity $ 18,734,365 $ 17,460,848
--------------- ---------------
Total liabilities and
shareholders' equity $ 193,387,927 $ 178,377,761
=============== ===============
</TABLE>
3
<PAGE>
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Income (Unaudited)
For the Periods Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $ 2,901,450 $ 2,222,801 $ 8,102,528 $ 6,265,983
Interest on federal funds sold 7,872 826 12,223 14,426
Interest on securities held to maturity:
Taxable interest income 266,267 297,335 825,801 864,020
Interest income exempt from
federal income taxes 102,361 117,959 314,374 324,538
Interest and dividends on securities
available for sale:
Taxable interest income 136,813 141,471 378,389 461,699
Interest income exempt from
federal income taxes 18,378 7,106 51,033 17,970
Dividends 37,946 28,297 100,355 78,319
Interest on deposits in banks 253 407 1,751 898
--------------- --------------- --------------- ---------------
Total interest income $ 3,471,340 $ 2,816,196 $ 9,786,454 $ 8,027,853
--------------- --------------- --------------- ---------------
Interest Expense
Interest on deposits $ 1,437,355 $ 999,097 $ 3,884,128 $ 2,896,336
Interest on federal funds purchased and
securities sold under agreements
to repurchase 44,119 75,455 217,970 132,476
Interest on Federal Home Loan
Bank advances 63,122 63,122 188,004 187,308
--------------- --------------- --------------- ---------------
Total interest expense $ 1,544,596 $ 1,137,674 $ 4,290,102 $ 3,216,120
--------------- --------------- --------------- ---------------
Net interest income $ 1,926,744 $ 1,678,522 $ 5,496,352 $ 4,811,733
Provision For Loan Losses 90,000 80,000 260,000 230,000
--------------- --------------- --------------- ---------------
Net interest income after
provision for loan losses $ 1,836,744 $ 1,598,522 $ 5,236,352 $ 4,581,733
--------------- --------------- --------------- ---------------
Other Income
Trust Department income $ 85,595 $ 99,602 $ 250,961 $ 263,788
Service charges on deposits 185,025 192,150 549,277 475,556
Other service charges and fees 259,241 252,553 757,817 668,612
Other operating income 28,653 24,637 75,843 82,915
--------------- --------------- --------------- ---------------
$ 558,514 $ 568,942 $ 1,633,898 $ 1,490,871
--------------- --------------- --------------- ---------------
Other Expenses
Salaries and wages $ 727,565 $ 683,186 $ 2,137,122 $ 1,993,103
Pension and other employee benefits 187,866 140,987 519,178 341,499
Occupancy expenses 124,272 103,563 370,187 324,565
Equipment expenses 181,079 139,621 475,424 406,478
Stationary and supplies 74,069 49,460 155,833 150,484
Credit card expense 52,467 52,744 147,711 130,459
ATM network fees 35,424 63,130 101,188 131,389
Postage 31,164 34,164 109,123 103,535
Other operating expenses 300,831 281,284 855,023 832,709
--------------- --------------- --------------- ---------------
$ 1,714,737 $ 1,548,139 $ 4,870,789 $ 4,414,221
--------------- --------------- --------------- ---------------
Income before income taxes $ 680,521 $ 619,325 $ 1,999,461 $ 1,658,383
Income Tax Expense 177,127 163,979 490,587 399,825
--------------- --------------- --------------- ---------------
Net Income $ 503,394 $ 455,346 $ 1,508,874 $ 1,258,558
=============== =============== =============== ===============
Earnings Per Share,
(basic and assuming dilution) $ 0.35 $ 0.32 $ 1.05 $ 0.89
=============== =============== =============== ===============
</TABLE>
4
<PAGE>
<TABLE>
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Shareholders' Equity (Unaudited)
For the Nine Months Ended September 30, 2000 and 1999
<CAPTION>
Accumulated
Other
Common Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $ 3,545,853 $ 2,307,615 $10,262,104 $ 77,929 $16,193,501
Comprehensive income:
Net income 1,258,558 $ 1,258,588 1,258,558
Other comprehensive income:
Unrealized (loss) on
securities available for
sale, net of deferred
income taxes of $106,336 (206,416) (206,416) (206,416)
------------
Total comprehensive income $ 1,052,142
============
Issuance of common stock, dividend
investment plan (5,991 shares) 14,976 144,375 159,351
Dividends declared ($0.18 per share) (397,696) (397,696)
Fractional shares purchased (11) (152) (166)
------------ ------------ ------------ ------------ --------------
Balance, September 30, 1999 $ 3,560,815 $ 2,451,838 $11,122,966 $ (128,487) $17,007,132
============ ============ ============ ============ ==============
Balance, December 31, 1999 $ 3,581,992 $ 2,602,005 $11,407,018 $ (130,167) $17,460,848
Comprehensive income:
Net income 1,508,874 $ 1,508,874 1,508,874
Other comprehensive income:
Unrealized gain on
securities available for
sale, net of deferred
income taxes of $13,776 26,740 26,740 26,740
------------
Total comprehensive income $ 1,535,614
============
Issuance of common stock, employee
Benefit plan (2,100 shares) 5,250 34,832 40,082
Issuance of common stock, dividend
investment plan (7,207 shares) 18,018 168,061 186,079
Dividends declared ($0.22 per share) (488,095) (488,095)
Fractional shares purchased (15) (148) (163)
------------ ------------ ------------ ----------- ------------
Balance, September 30, 2000 $ 3,605,245 $ 2,804,750 $12,427,797 $ (103,427) $18,734,365
============ ============ ============ =========== =============
</TABLE>
5
<PAGE>
Eagle Financial Services, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
Nine Months Ended
September 30
2000 1999
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 1,508,874 $ 1,258,558
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 443,683 335,304
Amortization of intangible assets 33,788 42,149
(Gain) Loss on equity investment (9,402) 7,511
Provision for loan losses 260,000 230,000
Loss on sale of other real estate owned 1,184 0
Premium amortization on securities, net 46,532 60,516
Changes in assets and liabilities:
(Increase) in other assets (594,595) (523,798)
Increase (decrease) in other liabilities 148,399 (22,599)
------------- -------------
Net cash provided by operating activities $ 1,838,463 $ 1,387,641
------------- -------------
Cash Flows from Investing Activities
Proceeds from maturities and principal
payments on securities held to maturity $ 2,894,917 $ 6,793,349
Proceeds from maturities and principal
payments on securities available for sale 2,790,838 4,123,775
Purchases of securities held to maturity 0 (8,453,579)
Purchases of securities available for sale (3,824,088) (1,329,057)
Purchases of bank premises and equipment (1,263,771) (155,608)
Proceeds from sale of other real estate owned 107,701 0
Net (increase) in loans (16,454,623) (18,144,293)
------------- -------------
Net cash (used in) investing activities $(15,749,026) $(17,165,413)
------------- -------------
Cash Flows from Financing Activities
Net increase in demand deposits,
money market and savings accounts $ 2,616,367 $ 6,158,611
Net increase (decrease) in certificates
of deposits 11,696,111 (1,547,943)
Net increase (decrease) in federal funds
purchased and securities sold under
agreements to repurchase (724,228) 9,501,877
Proceeds from issuance of common stock to ESOP 40,082 0
Cash dividends paid (302,016) (238,345)
Fractional shares purchased (163) (166)
------------- -------------
Net cash provided by financing activities $ 13,326,153 $13,874,034
------------- -------------
(Decrease) in cash and cash equivalents $ (584,410) $(1,903,738)
Cash and Cash Equivalents
Beginning 6,420,162 7,636,475
------------- -------------
Ending $ 5,835,752 $ 5,732,737
============= =============
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest $ 4,275,531 $ 3,251,490
============= =============
Income taxes $ 528,950 $ 505,627
============= =============
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Issuance of common stock,
dividend investment plan $ 186,079 $ 159,351
============= =============
Unrealized gain (loss) on securities
available for sale $ 40,516 $ (312,752)
============= =============
</TABLE>
6
<PAGE>
EAGLE FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(1) The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principals from 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, 2000 and December 31, 1999, and the results of operations
and cash flows for the three and nine months ended September 30, 2000
and 1999. 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, 1999.
(3) The results of operations for the three and nine month periods ended
September 30, 2000 and 1999, 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,
2000 and December 31, 1999, are:
<TABLE>
<CAPTION>
September 30, 2000 Dec 31, 1999
Held to Maturity Amortized Cost Amortized Cost
---------------- -------------- --------------
<S> <C> <C>
U.S. Treasury securities $ 121,983 $ 121,982
Obligations of U.S. government
corporations and agencies 3,503,696 3,508,336
Mortgage-backed securities 8,433,765 9,610,658
Obligations of states and political
subdivisions 14,491,435 16,246,216
-------------- --------------
$ 26,550,879 $ 29,487,192
============== ==============
September 30, 2000 Dec 31, 1999
Fair Value Fair Value
-------------- --------------
U.S. Treasury securities $ 124,059 $ 124,517
Obligations of U.S. government
corporations and agencies 3,455,780 3,443,285
Mortgage-backed securities 8,202,997 9,265,569
Obligations of states and political
subdivisions 14,128,444 15,749,619
-------------- --------------
$ 25,911,280 $ 28,582,990
============== ==============
</TABLE>
<TABLE>
<CAPTION>
September 30, 2000 Dec 31, 1999
Available for Sale Amortized Cost Amortized Cost
------------------ -------------- --------------
<S> <C> <C>
Obligations of U.S. government
corporations and agencies $ 3,252,195 $ 3,753,082
Mortgage-backed securities 5,289,360 4,621,081
Obligations of states and political
Subdivisions 1,493,976 1,080,608
Other 2,290,472 1,843,118
-------------- --------------
$ 12,326,003 $ 11,297,889
============== ==============
September 30, 2000 Dec 31, 1999
Fair Value Fair Value
-------------- --------------
Obligations of U.S. government
corporations and agencies $ 3,232,485 $ 3,722,667
Mortgage-backed securities 5,253,753 4,496,760
Obligations of states and political
Subdivisions 1,488,163 1,049,296
Other 2,194,895 1,831,943
-------------- --------------
$ 12,169,296 $ 11,100,666
============== ==============
</TABLE>
(5) Net loans at September 30, 2000 and December 31, 1999 are summarized as
follows (In Thousands):
<TABLE>
<CAPTION>
Sept 30, 2000 Dec 31, 1999
--------------- ---------------
<S> <C> <C>
Loans secured by real estate:
Construction and land development $ 5,139 $ 4,138
Secured by farmland 5,536 6,057
Secured by 1-4 family residential 74,608 64,566
Nonfarm, nonresidential loans 25,525 23,457
Loans to finance agricultural production 589 495
Commercial and industrial loans 11,494 9,952
Loans to individuals 16,923 14,745
Loans to U.S. state and political subdivisions 1,329 1,343
All other loans 66 102
--------------- ---------------
Gross loans $ 141,209 $ 124,855
Less:
Unearned income (11) (37)
Allowance for loan losses (1,309) (1,123)
--------------- ---------------
Loans, net $ 139,889 $ 123,695
=============== ===============
</TABLE>
(6) Allowance for Loan Losses
<TABLE>
<CAPTION>
Sep 30 2000 Sep 30, 1999 Dec 31, 1999
-------------- -------------- --------------
<S> <C> <C> <C>
Balance, beginning $ 1,122,616 $ 925,171 $ 925,171
Provision charged to operating expense 260,000 230,000 335,000
Recoveries added to the allowance 27,150 80,978 99,746
Loan losses charged to the allowance (101,126) (188,182) (237,301)
-------------- -------------- --------------
Balance, ending $ 1,308,640 $ 1,047,967 $ 1,122,616
============== ============== ==============
</TABLE>
(7) New Accounting Pronouncements
There are no new accounting pronouncements to disclose within this Form 10-Q.
7
<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 2000 and 1999 was
$1,508,874 and $1,258,558, respectively. This is an increase of $230,316 or
19.89%. Net interest income after provision for loan losses for the first nine
months of 2000 and 1999 was $5,236,352 and $4,581,733, respectively. This is an
increase of $654,619 or 14.29%. Total other income increased $143,027 or 9.59%
from $1,490,871 for the first nine months of 1999 to $1,633,898 for the first
nine months of 2000. Total other expenses increased $456,568 or 10.34% from
$4,414,221 during the first nine months of 1999 to $4,870,789 during the first
nine months of 2000.
Earnings per common share outstanding (basic and diluted) was $1.05 and $0.89
for the nine months ended September 30, 2000 and 1999, respectively. Annualized
return on average assets for the nine month periods ended September 30, 2000 and
1999 was 1.10% and 1.07%, respectively. Annualized return on average equity for
the nine month periods ended September 30, 2000 and 1999 was 11.18% and 10.14%,
respectively.
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 for the nine month periods ended September 30, 2000 and 1999
increased $30,000 from $230,000 in 1999 to $260,000 in 2000. The allowance for
loan losses increased $186,024 or 16.57% during the first nine months of 2000
from $1,122,616 at December 31, 1999 to $1,308,640 at September 30, 2000. The
allowance as a percentage of total loans increased from 0.90% as of December 31,
1999 to 0.93% as of September 30, 2000. The Company had net charge-offs of
$73,976 and $107,204 for the first nine months of 2000 and 1999, respectively.
The ratio of net charge-offs to average loans decreased from 0.10% for the first
nine months of 1999 to 0.06% for the first nine months of 2000.
The coverage of the allowance for loan losses over non-performing assets and
loans 90 days past due and still accruing interest increased from 123.68% at
December 31, 1999 to 329.35% at September 30, 2000. Loans past due greater than
90 days and still accruing interest decreased from $642,299 at December 31, 1999
to $194,892 at September 30, 2000.
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, 2000 was
$687,568. Most of these loans are well secured and management expects to incur
only immaterial losses on their disposition.
BALANCE SHEET
Total assets increased $15.0 million or 8.41% from $178.4 million at December
31, 1999 to $193.4 million at September 30, 2000. Securities decreased $1.9
million or 4.60% during the first nine months of 2000 from $40.6 million at
December 31, 1999 to $38.7 million at September 30, 2000. Loans, net of unearned
discounts increased $16.4 million or 13.12% during the same period from $124.8
million at December 31, 1999 to $141.2 million at September 30, 2000.
Total liabilities increased $13.8 million or 8.54% during the first nine months
of 2000 from $160.9 million at December 31, 1999 to $174.7 million at September
30, 2000. Total deposits increased $14.3 million or 9.61% during the same period
from $148.9 at December 31, 1999 to $163.2 million at September 30, 2000. Total
shareholders' equity increased $1.2 million or 7.29% during the first nine
months of 2000 from $17.5 million at December 31, 1999 to $18.7 million at
September 30, 2000.
SHAREHOLDERS' EQUITY
The Company continues to be a well capitalized financial institution.
Shareholders' equity per share increased $0.80 or 6.56% from $12.19 per share at
December 31, 1999 to $12.99 per share at September 30, 2000. During 1999 the
Company paid $0.38 per share in dividends. The Company's total dividends for the
first three quarters of 2000 were $0.34 per share. The Company has a Dividend
Investment Plan that reinvests the dividends of participating shareholders in
Company stock. The Company also sponsors a 401(k) savings plan under which
eligible employees may choose to save up to 15 percent of their salary. The
Company matches 50 percent (up to 6 percent of the employee's salary) of
employee contributions with Company common stock.
LIQUIDITY AND MARKET RISK
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 $49.1 million at September 30, 2000 and $42.6
million at December 31, 1999. These represent 25.39% and 26.46% of total
liabilities as of September 30, 2000 and December 31, 1999, respectively.
There have been no material changes in Quantitative and Qualitative Disclosures
about Market Risk as reported at December 31, 1999 in the Company's Form 10-K.
YEAR 2000
The Y2K issue involved the risk that computer programs and computer systems
would not be able to perform without interruption into the year 2000. If
computer systems did not correctly recognize the date change from December 31,
1999 to January 1, 2000, computer applications that rely on a date field could
have failed or created erroneous results. All computer programs and systems at
the Company operated without problems when the date changed from December 31,
1999 to January 1, 2000. While the Company will continue to monitor computer
programs and systems, no Y2K related problems are expected to occur.
To date, the Company has expensed approximately $25,000 related to the Year 2000
issue. Most of these costs are associated with the testing of mission critical
software and upgrading the Bank's ATM's. Any remaining expenses related to Y2K
are not expected to have a material effect on the Company's consolidated
financial statements.
FORWARD LOOKING STATEMENTS
Certain statements contained in this annual report that are not historical facts
may be forward looking statements. The forward looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from historical or expected results. Readers are cautioned not to
place undue reliance on these forward looking statements.
8
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The information required by Part I, Item 3., is incorporated herein
by reference to the section titled LIQUIDITY AND MARKET RISK within Part I, Item
2 "Management's Discussion and Analysis of Financial Condition and Results of
Operation."
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
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.
10
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits, when applicable, are filed with this Form 10-Q or
incorporated by reference to previous filings.
Number Description
--------- -----------------------------------------
Exhibit 2. Not applicable.
Exhibit 3. (i) Articles of Incorporation of
Registrant (incorporated herein by
reference to Exhibit 3.1 of Registrant's
Form S-4 Registration Statement,
Registration No. 33-43681.)
(ii) Bylaws of Registrant (incorporated
herein by reference to 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).
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).
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).
10.5 Lease Agreement between Bank of Clarke
County (tenant) and Winchester Real
Estate Management, Inc. (landlord) dated
March 20, 2000 for the branch office at
190 Campus Boulevard, Suite 120,
Winchester, Virginia (incorporated herein
by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
Exhibit 11. Computation of Per Share Earnings
(incorporated herein as Exhibit 11).
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.
No reports on Form 8-K were filed by the registrant during the second
quarter of 2000.
11
<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 9, 2000 /s/ JOHN R. MILLESON
--------------------------
John R. Milleson
President and Chief Executive
Officer
Date: November 9, 2000 /s/ JAMES W. MCCARTY, JR.
--------------------------
James W. McCarty, Jr.
Vice President, Chief Financial
Officer, and Secretary/Treasurer
12
