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 June 30, 2000
[ ] Transition Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ____________ to _____________
Commission file 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:
1,778,994 shares of common stock, par value $5.00 per share,
outstanding as of July 19, 2000
o This Form 10-QSB also covers 276,600 Contractual Rights to
Contingent Merger Consideration, which are registered under the
Securities Act of 1933, as amended, pursuant to a registration
statement declared effective on June 27, 1997.
<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 12
Item 2. Change in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
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)
June 30, December 31,
2000 1999
--------------- ---------------
<S> <C> <C>
Assets:
Cash and due from banks $ 10,647 $ 8,037
Interest-bearing balances in banks 131 87
Temporary investments:
Federal funds sold 525 12,139
Other money market investments 158 293
Securities (fair value: June 30, 2000,
$80,710, December 31, 1999, $67,745) 80,705 67,739
Loans held for sale 3,488 1,232
Loans, net 157,600 141,782
Bank premises and equipment, net 6,185 6,285
Other assets 6,779 6,331
--------------- ---------------
Total assets $ 266,218 $ 243,925
=============== ===============
Liabilities and Shareholders' Equity
Liabilities:
Deposits:
Non-interest bearing $ 50,139 $ 44,900
Savings and interest-bearing demand deposits 91,993 97,208
Time deposits 62,300 61,729
--------------- ---------------
Total deposits $ 204,432 $ 203,837
Federal funds purchased $ - $ -
Securities sold under agreements to
repurchase 12,375 10,811
Federal Home Loan Bank advances 23,375 5,000
Other liabilities 2,608 1,202
--------------- ---------------
Total liabilities $ 242,790 $ 220,850
--------------- ---------------
Shareholders' Equity
Common stock par value $5.00 per
share, authorized 10,000,000 shares;
issued and outstanding at June 30, 2000 - 1,723,209
issued and outstanding at December 31, 1999 - 1,778,994 $ 8,616 $ 8,895
Capital surplus 2,279 1,293
Retained earnings 14,282 14,852
Unrealized gain (loss) on securities
available for sale, net (1,749) (1,965)
--------------- ---------------
Total shareholders' equity $ 23,428 $ 23,075
Total liabilities and shareholders' equity $ 266,218 $ 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 Six Months For the Quarter
Ended June 30, Ended June 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $ 6,552 $ 5,597 $ 3,404 $ 2,925
Interest on investment securities
Taxable 12 21 6 13
Exempt from federal income taxes 182 283 89 138
Interest on securities available for sale
Taxable 1,478 761 834 409
Exempt from federal income taxes 563 438 288 222
Dividends 140 127 67 85
Interest on federal funds sold and other 109 174 22 98
---------- ---------- ---------- ----------
Total interest income $ 9,036 $ 7,401 $ 4,710 $ 3,890
Interest Expense
Interest on deposits $ 2,470 $ 2,361 $ 1,236 $ 1,180
Interest on FHLB advances 353 142 283 71
Interest on short-term borrowings 284 92 154 60
---------- ---------- ---------- ----------
Total interest expense $ 3,107 $ 2,595 $ 1,673 $ 1,311
Net interest income $ 5,929 $ 4,806 $ 3,037 $ 2,579
Provision for loan losses 200 204 125 123
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses $ 5,729 $ 4,602 $ 2,912 $ 2,456
Other Income
Commissions and fees from fiduciary
activities $ 755 $ 512 $ 389 $ 264
Service charges on deposit accounts 612 553 291 307
Net gains (losses) on securities
available for sale (1) (11) (1) (3)
Other operating income 385 310 218 133
---------- ---------- ---------- ----------
Total other income $ 1,751 $ 1,364 $ 897 $ 701
Other Expense
Advertising $ 222 $ 161 $ 149 $ 79
Salaries and employee benefits 2,606 2,127 1,292 1,055
Net occupancy expense of premises 601 463 316 260
Other operating expenses 1,155 1,120 625 585
---------- ---------- ---------- ----------
Total other expense $ 4,584 $ 3,871 $ 2,382 $ 1,979
---------- ---------- ---------- ----------
Income before income taxes $ 2,896 $ 2,095 $ 1,427 $ 1,178
Income taxes 731 461 350 266
---------- ---------- ---------- ----------
Net income $ 2,165 $ 1,634 $ 1,077 $ 912
========== ========== ========== ==========
Earnings per weighted average share:
Basic Shares (2000 - 1,750,261, 1999 - 1,778,994)
Basic Earnings Per Share $ 1.24 $ 0.92 $ 0.63 $ 0.51
Diluted Shares (2000 - 1,749,721, 1999 - 1,792,722)
Diluted Earnings Per Share $ 1.23 $ 0.91 $ 0.62 $ 0.50
Dividends per share $ 0.42 $ 0.34 $ 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 six months ended June 30, 2000 and 1999
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Comprehensive Retained Comprehensive
Stock Surplus Income 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 1,634 1,634 1,634
Other comprehensive income
net of tax (1,028)
Unrealized loss on available for
sale securities
Less: Reclassification adjustment for
gains realized in net income
------------
Other comprehensive income, net of tax (1,028) (1,028) (1,028)
------------
Total comprehensive income $ 606
============
Cash dividends declared (604) (604)
------------ ------------ ------------ ------------ ------------
Balances - June 30, 1999 $ 8,895 $ 1,293 $ (848) $ 13,525 $ 22,865
============ ============ ============ ============ ============
Balances - December 31, 1999 $ 8,895 $ 1,293 $ (1,965) $ 14,852 $ - $ 23,075
Comprehensive Income
Net income 2,165 2,165 2,165
Other comprehensive income
net of tax 216
Unrealized loss on available for
sale securities
Less: 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 shares) 10 24 34
Discretionary transfer from retained earnings 2,000 (2,000) -
Other comprehensive income, net of tax 216 216 216
------------
Total comprehensive income $ 2,381
============
Cash dividends declared (735) (735)
------------ ------------ ------------ ------------ ------------
Balances - June 30, 2000 $ 8,616 $ 2,279 $ (1,749) $ 14,282 $ 23,428
============ ============ ============ ============ ============
</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 Six Months Ended
-----------------------------------
June 30, June 30,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,165 $ 1,634
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 200 204
Depreciation and amortization 353 311
Net (gains) losses on securities available for sale (1) 12
Discount accretion and premium amortization on securities, net (7) 50
Net (gains) losses on sale of assets - (6)
Net loss on sale of other real estate - 5
Originations of loans held for sale (17,501) (13,453)
Proceeds from sales of loans held for sale 15,245 15,529
(Increase) decrease in prepaid income taxes (80) (77)
(Increase) decrease in other assets (513) (153)
Increase (decrease) in other liabilities 1,406 (45)
------------ ------------
Net cash provided by operating activities $ 1,267 $ 4,011
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity, principal paydowns and calls on investment securities $ 369 $ 526
Proceeds from maturity, principal paydowns and
calls of securities available for sale 2,018 3,368
Proceeds from sale of securities available for sale 490 1,835
Proceeds from sale of bank premises and equipment - 117
Purchase of investment securities - (250)
Purchase of securities available for sale (15,505) (9,449)
Net (increase) in loans (16,018) (13,604)
Proceeds from sale of other real estate - 195
Purchases of bank premises and equipment (223) (863)
------------ ------------
Net cash (used in) investing activities $ (28,869) $ (18,125)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW accounts, and savings accounts $ 24 $ 20,849
Net (decrease) increase in certificates of deposits 571 3,152
Proceeds from Federal Home Loan Bank advances 29,100 6,000
Dividends declared (735) (604)
Acquisition of common stock (1,327) -
Issuance of common stock 34 -
Payment on Federal Home Loan Bank advances (10,725) (7,000)
Increase (decrease) in securities sold under agreement to repurchase 1,564 3,740
------------ ------------
Net cash provided by financing activities $ 18,506 $ 26,137
------------ ------------
Increase in cash and cash equivalents $ (9,096) $ 12,023
CASH AND CASH EQUIVALENTS
Beginning $ 20,557 $ 12,813
============ ============
Ending $ 11,461 $ 24,836
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest paid to depositors $ 2,425 $ 2,377
Income taxes $ 820 $ 559
SUPPLEMENTAL DISCLOSURES FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES
Unrealized gain (loss) on securities available for sale $ 337 $ (1,557)
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
6
<PAGE>
INDEPENDENT COMMUNITY BANKSHARES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
For the Six Months Ended June 30, 2000 and 1999
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 June
30, 2000, and the results of operations and changes in cash flows for
the six months ended June 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 for the year ended December 31,
1999. The results of operations for the six month periods ended June
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 June 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 $ - $ (19) $ 231
Obligations of states and
political subdivisions 7,040 37 (12) 7,065
Mortgaged backed securities 96 - (1) 95
---------- ---------- ---------- ----------
$ 7,386 $ 37 $ (32) $ 7,391
========== ========== ========== ==========
</TABLE>
Securities available for sale as of June 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 $ 5,822 $ 7 $ (177) $ 5,652
Corporate securities 2,989 36 (314) 2,711
Obligations of states and
political subdivisions 25,171 30 (1,094) 24,107
Mortgaged backed securities 35,343 4 (1,069) 34,278
Other 6,648 3 (80) 6,571
---------- ---------- ---------- ----------
$ 75,973 $ 80 $ (2,734) $ 73,319
========== ========== ========== ==========
</TABLE>
7
<PAGE>
Note 3. The consolidated loan portfolio is composed of the following:
-------------------------
June 30, December 31,
2000 1999
-------------------------
(in thousands)
Commercial, financial and agricultural $ 22,429 $ 19,055
Real estate construction 17,277 12,151
Real estate mortgage 109,128 102,184
Installment loans to individuals 10,389 9,845
---------- ----------
Total loans 159,223 143,235
Less: Unearned income - -
Allowance for loan losses (1,623) (1,453)
---------- ----------
Loans, net $ 157,600 $ 141,782
========== ==========
The Company had $246,054 in non-performing assets at June 30, 2000.
Note 4. The following is a summary of transactions in the reserve for loan
losses:
-------------------------
June 30, December 31,
2000 1999
-------------------------
(in thousands)
Balance at January 1 $ 1,453 $ 1,064
Provision charged to operating expense 200 420
Recoveries added to the reserve 35 120
Loan losses charged to the reserve (65) (151)
---------- ----------
Balance at the end of the period $ 1,623 $ 1,453
========== ==========
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>
June 30, 2000 June 30, 1999
Per share Per share
Shares Amount Shares Amount
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Basic EPS 1,749,721 $ 1.24 1,778,994 $ 0.92
=============== ===============
Effect of dilutive securities
stock options(1) 13,643 13,728
--------------- ---------------
Diluted EPS 1,763,364 $ 1.23 1,792,722 $ 0.91
=============== =============== =============== ===============
</TABLE>
(1) The anti-dilutive effects of 69,825 options were not included in
the calculation.
8
<PAGE>
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 June 30, 2000. The
original term to maturity was 24 months. The weighted-average fixed
payment rate was 7.0% at June 30, 2000. Variable interest payments
received are based on three-month LIBOR. At June 30, 2000, the weighted
average rate of variable market-indexed interest payment obligations to
the Company was 6.34%. The effect of these agreements was to transform
fixed rate liabilities to variable rate liabilities. The net cost of
these agreements was ($6,164) for the six month period ended June 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 June
30, 2000, the fair value of interest rate swaps in an asset position
was $37,081.
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Financial Summary
Net income for the six months ended June 30, 2000 increased 32.5% to
2.2 million or $1.23 per diluted share compared to $1.6 million or $.91 per
diluted share for the first six months of 1999. Annualized returns on average
assets and equity for the six months ended June 30, 2000 were 1.73% and 18.93%,
respectively, compared to 1.54% and 14.25% for the same period in 1999.
Total assets for Independent Community Bankshares, Inc. (the "Company")
were $266.2 million at June 30, 2000 compared to $243.9 million at December 31,
1999 representing an increase of $22.3 million or 9.14%. Total loans at June 30,
2000 were $159.2 million, an increase of $16.0 million from the December 31,
1999 balance of $143.2 million. Significant factors contributing to loan growth
include additional loan officers as well as favorable local market conditions.
The investment portfolio increased 19.14% to $80.7 million at June 30, 2000
compared to $67.7 million at December 31, 1999. Deposits increased $595,000 to
$204.4 million at June 30, 2000 from $203.8 million at December 31, 1999.
Securities sold under agreements to repurchase increased 14.47% to $12.4 million
at June 30, 2000 compared to $10.8 million at December 31, 1999. Federal Home
Loan Bank (FHLB) Advances increased $18.4 million to $23.4 million at June 30,
2000. Funds from the increase in FHLB advances were used to fund loan and
investment portfolio growth.
Shareholders' equity totaled $23.4 million at June 30, 2000 compared
$23.1 million at December 31, 1999. The book value per common share was $13.60
at June 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 $5.9 million for the first six months of 2000
compared to $4.8 million for the same period in 1999. The growth in average
earning assets has caused the increase in net interest income.
Noninterest Income
Noninterest income consisting of fees from deposit accounts, fiduciary
activities as well as mortgage banking was $1.8 million for six month period
ended June 30, 2000 compared to $1.4 million for the same period in 1999.
Service charges on deposit for accounts for the six month period ended June 30,
2000 totaled $612,000 compared to $553,000 for the same period in 1999, an
increase of 10.67%. Commissions and fees from fiduciary activities were $755,000
for the six month period ended June 30, 2000 compared to $512,000 for the same
period in 1999. Assets under management increased 28.95% to $451.7 million
resulting in 47.46% increase in related fee income. Other operating income
increased $75,000 to $385,000 for the six months ended June 30, 2000 compared to
$310,000 for the same period in 1999. Commissions from mortgage banking account
for a majority of the increase in other operating income.
Noninterest Expense
Total noninterest expense includes employee related costs, occupancy
and equipment expense and other overhead. Total noninterest expense was $4.6
million for the six month period ended June 30,
10
<PAGE>
2000, an increase of 18.42% compared to $3.9 million for the same period in
1999. Salary and benefit expense increased 22.52% from $2.1 million for the six
month period ended June 30, 1999 to $2.6 million for the six month period ended
June 30, 2000. Net occupancy expense of premises increased 29.81% from $463,000
for the six month period ended June 30, 1999 to $601,000 for the same period in
2000. Rental expenses associated with two new branches and a mortgage banking
office have contributed to the increase in occupancy expenses. A continued
emphasis on marketing has increased advertising costs from $161,000 for the six
month period ended June 30, 1999 to $222,000 for the same period in 2000.
Allowance for Loan Losses
The allowance for loan losses was $1.6 million at June 30, 2000
compared to $1.2 million at June 30, 1999. The provision for loan losses was
$200,000 for the six month period ended June 30, 2000 compared to $204,000 for
the same period in 1999. The ratio of the allowance for loan losses to total
loans was 1.03% at June 30, 2000 compared to 0.90% at June 30, 1999. Management
believes the allowance for loan losses is adequate to cover credit losses
inherent in the loan portfolio at June 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 is reserved.
Capital Resources
Shareholders' equity was $23.4 million at June 30, 2000 compared to
$23.1 million at June 30, 1999. During the first quarter of 2000 two privately
negotiated stock repurchases were completed totaling 57,785 shares of common
stock at a weighted average price of $22.46 per share. The stock repurchase was
3.25% of the total stock outstanding prior to the transaction. Total common
shares outstanding at June 30, 2000 were 1,723,209.
At June 30, 2000 the Company's tier 1 and total risk-based capital
ratios were 12.73% and 13.58%, respectively, compared to 14.0% and 14.8% at
December 31, 1999. The Company's leverage ratio was 9.66% at June 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 Statement
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 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.
11
<PAGE>
PART II. FINANCIAL 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.
Independent Community Bankshares, Inc. held its Annual Meeting of
Shareholders on Wednesday, April 19, 2000 in Middleburg, Virginia. The
shareholders were asked to vote on the election of the directors of the Company,
to approve an amendment to the Company's 1997 Stock Incentive Plan and to ratify
the appointment of the firm Yount, Hyde & Barbour, PC as the independent
auditors for the fiscal year ending December 31, 2000.
The votes cast for or withheld for the election of the directors were
as follows:
------------------------------------- --------------- ---------------
NAME FOR WITHHELD
------------------------------------- --------------- ---------------
Howard M. Armfield 1,438,294 34,792
------------------------------------- --------------- ---------------
Joseph L. Boling 1,437,894 35,192
------------------------------------- --------------- ---------------
Childs Frick Burden 1,469,886 3,200
------------------------------------- --------------- ---------------
J. Lynn Cornwell, Jr. 1,438,294 34,792
------------------------------------- --------------- ---------------
William F. Curtis 1,469,886 3,200
------------------------------------- --------------- ---------------
F.E. Deacon, III 1,469,086 4,000
------------------------------------- --------------- ---------------
Robert C. Gilkison 1,469,886 3,200
------------------------------------- --------------- ---------------
C. Oliver Iselin, III 1,438,294 34,792
------------------------------------- --------------- ---------------
Thomas W. Nalls 1,438,294 34,792
------------------------------------- --------------- ---------------
John C. Palmer 1,469,886 3,200
------------------------------------- --------------- ---------------
John Sherman 1,438,294 34,792
------------------------------------- --------------- ---------------
Millicent W. West 1,438,294 34,792
------------------------------------- --------------- ---------------
Edward T. Wright 1,469,886 3,200
------------------------------------- --------------- ---------------
The votes cast for, against, abstain or non-vote to approve the
amendment to the Company's 1997 Stock Incentive Plan were as follows:
<TABLE>
<CAPTION>
-------------------------------- ------------- ----------- ----------- -------------
FOR AGAINST ABSTAIN NON-VOTE
-------------------------------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Amendment to 1997 Stock
Incentive Plan 1,157,772 58,644 42,246 214,424
-------------------------------- ------------- ----------- ----------- -------------
</TABLE>
12
<PAGE>
The votes cast for, against or abstain to approve the ratification of
Yount, Hyde & Barbour as independent auditors for the fiscal year ending
December 31, 2000.
----------------------------- --------------- ------------- -------------
FOR AGAINST ABSTAIN
----------------------------- --------------- ------------- -------------
Independent Auditors -
Yount, Hyde & Barbour, PC 1,384,642 4,450 6,234
----------------------------- --------------- ------------- -------------
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: 8/10/00 /s/ Joseph L. Boling
--------------- --------------------------------------
Joseph L. Boling
Chairman of the Board & CEO
Date: 8/10/00 /s/ Alice P. Frazier
--------------- --------------------------------------
Alice P. Frazier
Senior Vice President & CFO
