INDEPENDENT COMMUNITY BANKSHARES INC
10QSB, 2000-11-14
NATIONAL COMMERCIAL BANKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 [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 Securities Exchange Act of 1934

          For the transition period from ____________ to _____________

                         Commission file number: 0-24159

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)


            Virginia                                             54-1696103
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                           111 West Washington Street
                           Middleburg, Virginia 20117
                    (Address of Principal Executive Offices)

                                 (703) 777-6327
                (Issuer's Telephone Number, Including Area Code)


         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.
                                                                 Yes  X   No
                                                                     ---     ---

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

          1,739,247 shares of common stock, par value $5.00 per share,
                       outstanding as of October 31, 2000

<PAGE>

                     INDEPENDENT COMMUNITY BANKSHARES, INC.


                                      INDEX
<TABLE>
<CAPTION>
Part I.    Financial Information                                                                    Page No.
<S>                                                                                                    <C>
           Item 1.    Financial Statements

                      Consolidated Balance Sheets                                                      3

                      Consolidated Statements of Income                                                4

                      Consolidated Statements of Changes in Shareholders' Equity                       5

                      Consolidated Statements of Cash Flows                                            6

                      Notes to Consolidated Financial Statements                                       7

           Item 2.    Management's Discussion and Analysis of Results of Operation
                         and Financial Condition                                                       10

Part II.   Other Information

           Item 1.    Legal Proceedings                                                                13

           Item 2.    Change in Securities                                                             13

           Item 3.    Defaults upon Senior Securities                                                  13

           Item 4.    Submission of Matters to a Vote of Security Holders                              13

           Item 5.    Other Information                                                                13

           Item 6.    Exhibits and Reports on Form 8-K                                                 13

           Signatures                                                                                  14

</TABLE>







                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION
Item 1.      FINANCIAL STATEMENTS

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                           Consolidated Balance Sheets
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                              September 30,        December 31,
                                                                  2000                 1999
                                                              ------------         ------------
<S>                                                           <C>                  <C>
Assets:
   Cash and due from banks                                    $      6,945         $      8,037
   Interest-bearing balances in banks                                  128                   87
   Temporary investments:
       Federal funds sold                                            7,250               12,139
       Other money market investments                                  697                  293
   Securities (fair value:  September 30, 2000,
     $80,514, December 31, 1999, $67,745)                           80,452               67,739
   Loans held for sale                                               1,244                1,232
   Loans, net                                                      164,060              141,782
   Bank premises and equipment, net                                  6,324                6,285
   Other assets                                                      7,107                6,331
                                                              ------------         ------------

         Total assets                                         $    274,207         $    243,925
                                                              ============         ============

Liabilities and Shareholders' Equity:
Liabilities:
   Deposits:
      Non-interest bearing                                    $     50,681         $     44,900
      Savings and interest-bearing demand deposits                  93,574               97,208
      Time deposits                                                 68,560               61,729
                                                              ------------         ------------
           Total deposits                                     $    212,815         $    203,837

  Securities sold under agreements to
    repurchase                                                $     13,185         $     10,811
  Federal Home Loan Bank advances                                   20,000                5,000
  Other liabilities                                                  3,035                1,202
                                                              ------------         ------------
          Total liabilities                                   $    249,035         $    220,850
                                                              ------------         ------------

Shareholders' Equity:
  Common stock par value $5.00 per
   share, authorized 10,000,000 shares;
   issued and outstanding at September 30, 2000 - 1,739,247
   issued and outstanding at December 31, 1999 - 1,778,994    $      8,696         $      8,895
  Capital surplus                                                    2,556                1,293
  Retained earnings                                                 14,961               14,852
  Accumulated other comprehensive (loss)                            (1,041)              (1,965)
                                                              ------------         ------------
           Total shareholders' equity                         $     25,172         $     23,075
                                                              ------------         ------------

Total liabilities and shareholders' equity                    $    274,207         $    243,925
                                                              ============         ============
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                        Consolidated Statements of Income
                      (In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                                                                        Unaudited                        Unaudited
                                                                -----------------------------------------------------------
                                                                    For the Nine Months               For the Quarter
                                                                    Ended September 30,             Ended September 30,
                                                                    2000            1999            2000           1999
                                                                ------------    ------------    ------------   ------------
<S>                                                             <C>             <C>             <C>            <C>
Interest Income
  Interest and fees on loans                                    $     10,192    $      8,625    $      3,640   $      3,028
  Interest on investment securities
     Taxable                                                              18              29               6              8
     Exempt from federal income taxes                                    269             417              87            134
  Interest on securities available for sale
     Taxable                                                           2,294           1,182             816            421
     Exempt from federal income taxes                                    852             677             289            239
     Dividends                                                           165             201              25             74
  Interest on federal funds sold and other                               142             323              33            149
                                                                ------------    ------------    ------------   ------------
      Total interest income                                     $     13,932    $     11,454    $      4,896   $      4,053

Interest Expense
  Interest on deposits                                          $      3,838    $      3,566    $      1,368   $      1,205
  Interest on FHLB advances                                              671             212             318             70
  Interest on short-term borrowings                                      464             172             180             80
                                                                ------------    ------------    ------------   ------------
      Total interest expense                                    $      4,973    $      3,950    $      1,866   $      1,355

      Net interest income                                       $      8,959    $      7,504    $      3,030   $      2,698

Provision for loan losses                                                325             328             125            124
                                                                ------------    ------------    ------------   ------------

  Net interest income after provision for loan losses           $      8,634    $      7,176    $      2,905   $      2,574

Other Income
  Commissions and fees from fiduciary
    activities                                                  $      1,172    $        805    $        417   $        293
  Service charges on deposit accounts                                    886             820             274            268
  Net gains (losses) on securities
     available for sale                                                   (1)            (11)              -              -
  Other operating income                                                 612             516             227            206
                                                                ------------    ------------    ------------   ------------
       Total other income                                       $      2,669    $      2,130    $        918   $        767

Other Expense
  Advertising                                                   $        247    $        242    $         25   $         81
  Salaries and employee benefits                                       4,083           3,259           1,477          1,132
  Net occupancy expense of premises                                      874             716             273            253
  Other operating expenses                                             1,842           1,633             687            514
                                                                ------------    ------------    ------------   ------------
       Total other expense                                      $      7,046    $      5,850    $      2,462   $      1,980
                                                                ------------    ------------    ------------   ------------

       Income before income taxes                               $      4,257    $      3,456    $      1,361   $      1,361
       Income taxes                                                    1,052             823             321            362
                                                                ------------    ------------    ------------   ------------
       Net income                                               $      3,205    $      2,633    $      1,040   $        999
                                                                ============    ============    ============   ============
Earnings per weighted average share:
   Basic Shares (2000 - 1,741,353,  1999 - 1,778,994)
   Net income per share, basic                                  $       1.84    $       1.48    $       0.60   $       0.56
   Diluted Shares (2000 - 1,754,639,  1999 - 1,795,256)
   Net income per share, diluted                                $       1.83    $       1.47    $       0.60   $       0.55
Dividends per share                                             $       0.63    $       0.51    $       0.21   $       0.17
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.


                                       4

<PAGE>

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
            Consolidated Statement of Changes in Shareholders' Equity
              For the Nine Months ended September 30, 2000 and 1999
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              Accumulated
                                                                                 Other
                                                    Common       Capital     Comprehensive   Retained    Comprehensive
                                                    Stock        Surplus     Income (Loss)   Earnings       Income         Total
                                                 ------------  ------------  ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>
Balances - December 31, 1998                     $      8,895  $      1,293  $        180  $     12,495  $          -  $     22,863

Comprehensive Income
  Net income                                                                                      2,633         2,633         2,633
  Other comprehensive income,
     net of tax:
    Unrealized loss on available for
       sale securities                                                                                         (1,565)
    Reclassification adjustment for
       gains realized in net income                                                                                 7
                                                                                                         ------------

  Other comprehensive income, net of tax                                           (1,558)                     (1,558)       (1,558)
                                                                                                         ------------
  Total comprehensive income                                                                             $      1,075
                                                                                                         ============
  Cash dividends declared                                                                          (909)                       (909)
                                                 ------------  ------------  ------------  ------------                ------------

Balances - September 30, 1999                    $      8,895  $      1,293  $     (1,378) $     14,219                $     23,029
                                                 ============  ============  ============  ============                ============

Balances - December 31, 1999                     $      8,895  $      1,293  $     (1,965) $     14,852  $          -  $     23,075

Comprehensive Income
  Net income                                                                                      3,205         3,205         3,205
  Other comprehensive income,
     net of tax:
    Unrealized loss on available for
       sale securities                                                                                            924
    Reclassification adjustment for
       gains realized in net income                                                                                 -
                                                                                                         ------------
  Purchase of common shares (57,785 shares)              (289)       (1,038)                                                 (1,327)
  Issuance of common shares in stock
     option plan (2,000)                                   10            24                                                      34
  Issuance of common shares (16,038 shares)                80           277                                                     357
  Discretionary transfer from retained earnings                       2,000                      (2,000)                          -
  Other comprehensive income, net of tax                                              924                         924           924
                                                                                                         ------------
  Total comprehensive income                                                                             $      4,129
                                                                                                         ============
  Cash dividends declared                                                                        (1,096)                     (1,096)
                                                 ------------  ------------  ------------  ------------                ------------

Balances - September 30, 2000                    $      8,696  $      2,556  $     (1,041) $     14,961                $     25,172
                                                 ============  ============  ============  ============                ============
</TABLE>
          See Accompanying Notes to Consolidated Financial Statements.




                                       5
<PAGE>

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                      Consolidated Statements of Cash Flows
                            (In Thousands, Unaudited)
<TABLE>
<CAPTION>
                                                                                                For the Nine  Months Ended
                                                                                              -------------------------------
                                                                                              September 30,      September 30,
                                                                                                  2000               1999
                                                                                              ------------       ------------
<S>                                                                                           <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                                  $      3,205       $      2,633
  Adjustments to reconcile net income to net cash provided by operating activities:
     Provision for loan losses                                                                         325                328
     Depreciation and amortization                                                                     530                490
     Net losses on securities available for sale                                                         1                 11
     Discount accretion and premium amortization on securities, net                                     (9)                63
     Net (gains) on sale of assets                                                                       -                 (6)
     Net loss on sale of other real estate                                                               -                  5
     Originations of loans held for sale                                                           (25,935)           (22,136)
     Proceeds from sales of loans held for sale                                                     25,923             22,903
     (Increase) in other assets                                                                       (941)            (2,548)
     Increase (decrease)  in other liabilities                                                       1,833                (19)
                                                                                              ------------       ------------
       Net cash provided by operating activities                                              $      4,932       $      1,724

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturity, principal paydowns and calls on investment securities               $        542       $        388
  Proceeds from maturity, principal paydowns and calls on securities available for sale              3,248              4,693
  Proceeds from sale of investment securities                                                            -                501
  Proceeds from sale of securities available for sale                                                  490              1,988
  Proceeds from sale of bank premises and equipment                                                      -                117
  Purchase of investment securities                                                                      -               (250)
  Purchase of securities available for sale                                                        (15,584)           (15,168)
  Net (increase) in loans                                                                          (22,603)           (19,333)
  Proceeds from sale of other real estate                                                                -                195
  Purchases of bank premises and equipment                                                            (524)            (1,139)
                                                                                              ------------       ------------
     Net cash (used in) investing activities                                                  $    (34,431)      $    (28,008)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts, and savings accounts                         $      2,147       $     18,884
  Net increase in certificates of deposits                                                           6,831              4,413
  Dividends declared                                                                                (1,096)              (909)
  Acquisition of common stock                                                                       (1,327)                 -
  Issuance of common stock in stock option plan                                                         34
  Payment on Federal Home Loan Bank advances                                                       (16,900)            (7,000)
  New borrowings for Federal Home Loan Bank advances                                                31,900              6,000
  Increase in securities sold under agreement to repurchase                                          2,374              4,538
                                                                                              ------------       ------------
     Net cash provided by financing activities                                                $     23,963       $     25,926

    Decrease in cash and cash equivalents                                                     $     (5,536)      $       (358)
CASH AND CASH EQUIVALENTS
  Beginning                                                                                   $     20,556       $     12,813
                                                                                              ------------       ------------
  Ending                                                                                      $     15,020       $     12,455
                                                                                              ============       ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash payments for:
    Interest paid to depositors                                                               $      3,745       $      3,740
    Income taxes                                                                              $      1,252       $        879

SUPPLEMENTAL DISCLOSURES FOR NON-CASH
   INVESTING AND FINANCING ACTIVITIES
   Unrealized gain (loss) on securities available for sale                                    $      1,400       $     (2,359)
   Stock issued under merger agreement (16,038 shares)                                        $        357       $          -
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.


                                       6
<PAGE>

                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                   Notes to Consolidated Financial Statements
              For the Nine Months Ended September 30, 2000 and 1999
                                  (Unaudited)

Note 1.

         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 the results of operations and changes in cash flows for the nine months
ended September 30, 2000 and 1999. The statements  should be read in conjunction
with the Notes to Consolidated  Financial  Statements  included in the Company's
Annual Report on Form 10-KSB for the year ended  December 31, 1999.  The results
of operations  for the nine month periods ended  September 30, 2000 and 1999 are
not necessarily indicative of the results to be expected for the full year.

Note 2.      Securities

         Securities  being  held  to  maturity  as of  September  30,  2000  are
summarized as follows:
<TABLE>
<CAPTION>
                                               ------------------------------------------------------------
                                                                  Gross           Gross
                                                Amortized       Unrealized      Unrealized        Market
                                                   Cost           Gains          (Losses)         Value
                                               ------------------------------------------------------------
                                                                      (In Thousands)
<S>                                            <C>             <C>             <C>             <C>
         U.S. Treasury securities
           and obligations of U.S.
           government corporations
           and agencies                        $        250    $          -    $        (17)   $        233
         Obligations of states and
           political subdivisions                     6,888              80              (1)          6,967
         Mortgaged backed securities                     94               -               -              94
                                               ------------    ------------    ------------    ------------
                                               $      7,232    $         80    $        (18)   $      7,294
                                               ============    ============    ============    ============
</TABLE>

         Securities  available for sale as of September 30, 2000 are  summarized
below:
<TABLE>
<CAPTION>
                                               ------------------------------------------------------------
                                                                  Gross           Gross
                                                Amortized       Unrealized      Unrealized        Market
                                                   Cost           Gains          (Losses)         Value
                                               ------------------------------------------------------------
                                                                      (In Thousands)
<S>                                            <C>             <C>             <C>             <C>
         U.S. Treasury securities
           and obligations of U.S.
           government corporations
           and agencies                        $      5,825    $         17    $       (127)   $      5,715
         Corporate securities                         3,067             113            (249)          2,931
         Obligations of states and
           political subdivisions                    25,171              65            (729)         24,507
         Mortgaged backed securities                 34,181              38            (692)         33,527
         Other                                        6,549              25             (34)          6,540
                                               ------------    ------------    ------------    ------------
                                               $     74,793    $        258    $     (1,831)   $     73,220
                                               ============    ============    ============    ============
</TABLE>


                                       7
<PAGE>


Note 3.

         The consolidated loan portfolio is composed of the following:
<TABLE>
<CAPTION>
                                                              ---------------------------------
                                                              September 30,       December 31,
                                                                   2000               1999
                                                              ---------------------------------
                                                                       (In Thousands)
<S>                                                           <C>                 <C>
           Commercial, financial and agricultural             $      22,645       $      19,055
           Real estate construction                                  19,137              12,151
           Real estate mortgage                                     113,059             102,184
           Installment loans to individuals                          10,944               9,845
                                                              -------------       -------------
         Total loans                                                165,785             143,235
         Less:
                    Allowance for loan losses                        (1,725)             (1,453)
                                                              -------------       -------------
         Loans, net                                           $     164,060       $     141,782
                                                              =============       =============
</TABLE>

         The Company had  $180,849 in  non-performing  assets at  September  30,
2000.


Note 4.      Reserve for Loan Losses

         The  following  is a summary of  transactions  in the  reserve for loan
losses:
<TABLE>
<CAPTION>
                                                              ---------------------------------
                                                              September 30,       December 31,
                                                                   2000               1999
                                                              ---------------------------------
                                                                       (In Thousands)
<S>                                                           <C>                 <C>
         Balance at January 1                                 $       1,453       $       1,064
         Provision charged to operating expense                         325                 420
         Recoveries added to the reserve                                 40                 120
         Loan losses charged to the reserve                             (93)               (151)
                                                              -------------       -------------
         Balance at the end of the period                     $       1,725       $       1,453
                                                              =============       =============
</TABLE>









                                       8
<PAGE>

Note 5.      Earnings Per Share

         The following table shows the weighted average number of shares used in
computing  earnings per share and the effect on the weighted  average  number of
shares of potential  dilutive common stock.  Potential dilutive common stock has
no effect on income available to common shareholders.
<TABLE>
<CAPTION>
                                       September 30, 2000          September 30 , 1999
                                                   Per share                   Per share
                                       Shares        Amount        Shares        Amount
                                    ------------  ------------  ------------  ------------
<S>                                    <C>        <C>              <C>        <C>
         Basic EPS                     1,741,000  $       1.84     1,778,994  $       1.48
                                                  ============                ============

         Effect of dilutive
            securities:
             stock options(1)             13,639                      16,262
                                    ------------                ------------
         Diluted EPS                   1,754,639  $       1.83     1,795,256  $       1.47
                                    ============  ============  ============  ============
</TABLE>
         ______________
         (1)  The  anti-dilutive  effects of options  covering  69,825 shares of
              common stock were not included in the calculation for 2000.


Note 6.      Derivative Financial Instruments

         Interest rate swap agreements:

         During May 2000,  the Company  entered  into two  agreements  to assume
         variable  market-indexed  interest  payments in exchange for fixed-rate
         interest payments  (interest rate swaps). The notional principal amount
         of interest  rate swaps  outstanding  was  $8,525,000  at September 30,
         2000. The original term to maturity was 24 months. The weighted-average
         fixed  payment rate was 7.0% at September 30, 2000.  Variable  interest
         payments  received are based on  three-month  LIBOR.  At September  30,
         2000,  the weighted  average rate of variable  market-indexed  interest
         payment  obligations  to the  Company  was  6.35%.  The effect of these
         agreements  was to transform  fixed rate  liabilities  to variable rate
         liabilities.  The net cost of these agreements was $18,327 for the nine
         month period ended September 30, 2000, which is charged to income as it
         accrues.

         The Company's  current credit exposure on swaps is limited to the value
         of  interest  rate swaps that have  become  assets to the  Company.  At
         September  30, 2000,  the fair value of interest rate swaps in an asset
         position was $95,066.








                                       9
<PAGE>


Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

Financial Summary

         Net income for the nine months ended September 30, 2000 increased 21.7%
to $3.2 million or $1.83 per diluted share compared to $2.6 million or $1.47 per
diluted share for the first nine months of 1999.  Annualized  returns on average
assets and equity for the nine  months  ended  September  30, 2000 were 1.7% and
18.2%, respectively, compared to 1.6% and 15.3% for the same period in 1999.

         Total assets for Independent Community Bankshares, Inc. (the "Company")
increased to $274.2  million at September 30, 2000 compared to $243.9 million at
December 31, 1999,  representing  an increase of $30.3  million or 12.4%.  Total
loans at September  30, 2000 were $164.1  million,  an increase of $22.3 million
from the December 31, 1999 balance of $141.8 million.  The driving forces behind
the loan growth  include a good local  economy as well as  customers'  desire to
seek a local  financial  institution  that  has the  ability  to make  decisions
locally  regarding  credit.  The investment  portfolio  increased 18.9% to $80.5
million at September  30, 2000  compared to $67.7  million at December 31, 1999.
Deposits  increased  $9.0 million to $212.8  million at September  30, 2000 from
$203.8 million at December 31, 1999.  Growth in the  transactional  accounts and
time  deposits  account for $5.8 million and $6.9 million,  respectively  of the
increase during the first nine months of 2000.  During the third quarter of 2000
certificates of deposits grew $4.5 million as the result of competitive  pricing
to attract  deposits to fund loan growth.  Securities  sold under  agreements to
repurchase with commercial  checking accounts  increased $2.4 million from $10.8
million at December  31, 1999 to $13.2  million at September  30,  2000.  Branch
expansion and increased  advertising have promoted  awareness of the Company are
resulted in additional business.

         Shareholders'  equity was $25.2  million at September  30,  2000.  This
represents  an increase  of 9.1% from the  December  31,  1999  balance of $23.1
million.  The book value per common share was $14.47 at  September  30, 2000 and
$12.97 at December 31, 1999.

Net Interest Income

         Net interest  income is the  Company's  primary  source of earnings and
represents the difference between interest and fees earned on earning assets and
the interest  expense paid on deposits and other interest  bearing  liabilities.
Net  interest  income  totaled  $9.0  million  for the first nine months of 2000
compared to $7.5  million for the same period in 1999.  The  increase is largely
due to growth in the average earning assets.

Noninterest Income

         Noninterest income consisting of fees from deposit accounts,  fiduciary
activities  as well as  mortgage  banking  was $2.7  million  for the first nine
months of 2000  compared to $2.1  million  for the same period in 1999.  Service
charges on deposit  accounts for the first nine months of 2000 totaled  $886,000
compared  to  $820,000  for the  same  period  in  1999,  an  increase  of 8.1%.
Commissions  and fees from fiduciary  activities were $1.2 million for the nine-
month period ending  September 30, 2000 compared to $805,000 for the same period
in 1999.  The  increase in  commission  and fees from  fiduciary  activities  is
directly related to the $109.1 million  increase in assets under  administration
from September 30, 1999 to September 30, 2000.  Other operating income increased
$96,000 to $612,000 for the nine months  ending  September  30, 2000 compared to
$516,000 for the same period in 1999.





                                       10
<PAGE>

Noninterest Expense

         Total noninterest expense includes  employee-related  costs,  occupancy
and equipment  expense and other overhead.  Total  noninterest  expense was $7.0
million for the first nine months of 2000  compared to $5.9 million for the same
period in 1999.  This is a 20.4% increase from 1999 to 2000.  Salary and benefit
expense  increased 25.2% from $3.3 million for the nine months ending  September
30, 1999 to $4.1 million for the nine months  ending  September  30,  2000.  Net
occupancy expense of premises  increased 22.1% from $716,000 for the nine months
ending  September 30, 1999 to $874,000 for the nine months ending  September 30,
2000.  Two new  branches,  continued  branch  growth on  existing  branches  and
mortgage  banking  continue to drive the increase in salary and employee benefit
and occupancy expenses.

Allowance for Loan Losses

         The  allowance  for loan losses at September  30, 2000 was $1.7 million
compared to $1.3 million at September  30, 1999.  The  provision for loan losses
for the first nine months of 2000 was $325,000 compared to $328,000 for the same
period  of  1999.  The  allowance  for loan  losses  was  1.04%  of total  loans
outstanding at September 30, 2000. Net  charge-offs as a percentage of loans was
 .01% for the nine months ended  September 30, 2000, and loans that were past due
90 days or more totaled  $75,000 at September  30,  2000.  Non-performing  loans
decreased to .11% of total loans  outstanding  at September 30, 2000 compared to
 .32% at September 30, 1999. Management believes the allowance for loan losses is
adequate to cover credit losses  inherent in the loan portfolio at September 30,
2000.  Loans  classified as loss,  doubtful,  substandard or special mention are
adequately  reserved for and are not expected to have a material  impact  beyond
what has been reserved.

Capital Resources

         Shareholders'  equity at September  30, 2000 and September 30, 1999 was
$25.2 million and $23.1 million, respectively. During the first quarter of 2000,
the Company completed two privately negotiated stock repurchases totaling 57,785
shares of common  stock at a weighted  average  price of $22.46  per share.  The
stock  repurchase  was  3.3%  of  the  total  stock  outstanding  prior  to  the
transaction.  During the third quarter of 2000 the Company  issued 16,038 shares
of  common  stock,  a value of  $358,000  to the  original  shareholders  of The
Tredegar  Trust  Company under the  contingent  merger  consideration  agreement
within  the  terms  of the  acquisition.  Total  common  shares  outstanding  at
September 30, 2000 were 1,741,247.

         At September 30, 2000 the Company's tier 1 and total risk-based capital
ratios  were  12.7%  and  13.6%,  respectively,  compared  to 14.0% and 14.8% at
December 31, 1999.  The Company's  leverage ratio was 9.7% at September 30, 2000
compared to 10.8% at December 31, 1999. The Company's  capital  structure places
it above the regulatory guidelines, which affords the Company the opportunity to
take  advantage  of  business  opportunities  while  ensuring  that  it has  the
resources to protect against risk inherent in its business.

Forward-Looking Statements

         Certain   information   contained  in  this   discussion   may  include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities  Exchange Act of 1934,
as amended. These forward-looking statements are generally identified by phrases
such as "the  Company  expects,"  "the  Company  believes"  or words of  similar
import.  Such  forward-looking   statements  involve  known  and  unknown  risks
including,  but not  limited  to,  changes  in  general  economic  and  business
conditions, interest rate fluctuations,  competition within and from outside


                                       11
<PAGE>

the banking industry,  new products and services in the banking  industry,  risk
inherent in making  loans such as  repayment  risks and  fluctuating  collateral
values, changing trends in customer profiles and changes in laws and regulations
applicable to the Company.  Although the Company  believes that its expectations
with  respect  to  the  forward-looking   statements  are  based  upon  reliable
assumptions  within the bounds of its knowledge of its business and  operations,
there can be no assurance that actual  results,  performance or  achievements of
the Company will not differ  materially from any future results,  performance or
achievements expressed or implied by such forward-looking statements.

















                                       12
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings

             None

Item 2.      Change 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

                   27    Financial Data Schedule (filed electronically only).

             b)    Reports on Form 8-K - None










                                       13
<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.


                                          INDEPENDENT COMMUNITY BANKSHARES, INC.
                                          --------------------------------------
                                                      (Registrant)


Date: 11/14/00                            /s/ Joseph L. Boling
     -----------------                    --------------------------------------
                                              Joseph L. Boling
                                              Chairman of the Board & CEO


Date: 11/14/00                            /s/ Alice P. Frazier
     -----------------                    --------------------------------------
                                              Alice P. Frazier
                                              Senior Vice President & CFO

















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