UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ending September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-26314
JAMES RIVER BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1740210
(State of Incorporation) (I.R.S. Employer Identification No.)
101 EAST WASHINGTON STREET, SUFFOLK, VIRGINIA 23434
(Address of principal executive officers)(Zip Code)
(757) 539-0241
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. At September 30,
1997, the issuer had 2,447,371 outstanding shares of its $5.00 par value common
stock.
<PAGE>
PART 1 - FINANCIAL INFORMATION
JAMES RIVER BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all of the disclosures and notes required by generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The results of operations for the three month and nine month
periods ended September 30, 1997 and 1996 are not necessarily indicative of
results that may be expected for the entire year or any interim period. The
interim financial statements should be read in conjunction with the December 31,
1996 Annual Report to Shareholders on Form 10-K, including the 1996 consolidated
financial statements of James River Bankshares, Inc. ("James River").
Note 2. Earnings and Dividends Per Share
On September 25, 1997, James River's Board of Directors announced a
three-for-two stock split effected in the form of a stock dividend of James
River's common stock effective for shareholders of record at the close of
business on October 10, 1997, and is payable November 7, 1997. The number of
outstanding shares will increase from 2.4 million to 3.7 million. The
information in the Consolidated Financial Statements, as well as all other share
data in this report, has been adjusted to reflect the stock split effected in
the form of a stock dividend. The par value will remain $5 per share.
Earnings per share for the nine months ended September 30, 1997 and
1996 are determined by dividing income for the periods by 3,719,315 and
3,719,408, respectively, the weighted average number of shares of common stock
and common stock equivalents outstanding. Stock options and warrants are
regarded as common stock equivalents and are, therefore, considered in earnings
per share calculations, if dilutive. Common stock equivalents are computed using
the treasury stock method. There is no material difference between primary and
fully-diluted earnings per share.
Earnings per share for the three months ended September 30, 1997 and
1996 are determined by dividing income for the periods by 3,708,345 and
3,720,752, respectively, the weighted average number of shares of common stock
and common stock equivalents outstanding.
<PAGE>
Cash dividends paid in the third quarter of 1997 amounted to $.09 per
share. For the nine months ended September 30, 1997, cash dividends paid
amounted to $.27 per share. For the same periods of 1996, dividends paid were
$.09 per share and $.26, respectively.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128 entitled "Earnings Per Share," which is
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Early adoption of the statement is not permitted. The
Company has applied this statement to the nine month periods ended September 30,
1997 and 1996, and the year ended December 31, 1996, and has determined that the
adoption of this statement would not have a material impact on the earnings per
share calculations for these periods. After adoption, all prior period earnings
per share calculations will be restated to comply with this statement.
Note 3. Mergers and Acquisitions
During the first quarter of 1996, James River and its subsidiaries
consummated several significant transactions. First, in two separate
transactions that both closed February 29, 1996, James River acquired Bank of
Isle of Wight, a Virginia state chartered bank in Smithfield, Virginia ("Bank of
Isle of Wight") and First Colonial Bank, FSB, a federal savings bank in
Hopewell, Virginia ("First Colonial"). James River acquired both of these
financial institutions through separate subsidiary mergers. The merger of these
two financial institutions was treated as a pooling of interest and the
historical financial information included in the Form 10-Q is presented on that
basis. Accordingly, the consolidated financial statements of James River give
effect to these mergers, and the accounts of First Colonial and Bank of Isle of
Wight have been combined with James River for all periods presented. In the
aggregate, these two transactions more than doubled James River's total assets
and net loans.
Second, James River Bank, a wholly-owned subsidiary of James River,
consummated the acquisition of two branch banking offices from First Union
National Bank of Virginia on March 23, 1996, one of which is located in the City
of Franklin, Virginia, and the other of which is located in Courtland,
Southampton County, Virginia. The transaction was accounted for by the purchase
method of accounting. James River Bank assumed aggregate deposit liabilities of
approximately $34 million in connection with the two branch acquisitions. In
addition, equipment valued at $210,000 and land and buildings valued at $825,000
were purchased. In connection with the acquisition, intangible assets of
$2,816,914 were capitalized including goodwill, an inseparable component of core
deposit intangible, and other costs incurred directly related to the
acquisition. These costs are being amortized on an accelerated method over
fifteen years.
<PAGE>
Note 4. Reclassifications
Certain amounts in the consolidated Statements of Income for 1996 have
been reclassified to conform with classifications used for 1997. These changes
in classification had no effect on net income or retained earnings.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
(unaudited)
<S> <C>
ASSETS
Cash and due from banks $ 12,556 $ 16,675
Interest bearing deposits with banks 1,646 444
Federal funds sold 5,393 3,327
Securities available-for-sale, at fair value (amortized cost
$75,679 on September 30, 1997 and $91,032 on
December 31, 1996) 76,408 91,269
Securities held-to-maturity, at amortized cost (fair value
$11,298 on September 30, 1997 and $12,243 on December 31,
1996) 11,224 12,217
Loans, net of allowance for loan losses 262,425 239,721
Loans held for sale, net 552 1,192
Premises and equipment, net 8,062 8,324
Accrued interest receivable 3,310 3,124
Intangible assets, net 2,579 2,750
Deferred income taxes 419 590
Other assets 2,534 1,975
-------------- --------------
Total Assets $ 387,108 $ 381,608
============== ==============
LIABILITIES
Non-interest bearing deposits 39,582 42,799
Interest bearing deposits 305,492 299,533
-------------- --------------
Total deposits 345,074 342,332
Accrued interest payable 774 612
Accounts payable and other liabilities 1,881 1,061
-------------- --------------
Total Liabilities 347,729 344,005
-------------- --------------
SHAREHOLDERS' EQUITY
Common stock, $5 par, 10,000,000 shares authorized,
2,447,371 issued and outstanding in 1997 and 2,457,950
in 1996 12,237 12,290
Additional paid-in capital 3,562 3,521
Retained earnings 16,980 21,629
Net unrealized gain (loss) on securities available-for-sale 485 163
Stock split in the form of a stock dividend distributable 6,115 -
-------------- --------------
Total Shareholders' Equity 39,379 37,603
-------------- --------------
Total Liabilities and Shareholders' Equity $ 387,108 $ 381,608
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------------------- --------------------------------
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C>
INTEREST INCOME
Loans $ 6,070 $ 5,348 $ 17,481 $ 15,069
Investment securities:
Taxable 1,079 1,663 3,431 4,681
Exempt from federal income taxes 286 - 894 -
Federal funds sold and other 114 77 326 379
------------ ------------ ----------- ------------
Total Interest Income 7,549 7,088 22,132 20,129
------------ ------------ ----------- ------------
INTEREST EXPENSE
Deposits 3,582 3,479 10,575 10,022
Federal funds purchased 2 12 34 26
------------ ------------ ----------- ------------
Total Interest Expense 3,584 3,491 10,609 10,048
------------ ------------ ----------- ------------
Net Interest Income 3,965 3,597 11,523 10,081
Provision for loan losses 119 146 335 351
------------ ------------ ----------- ------------
Net Interest Income after provision for loan losses 3,846 3,451 11,188 9,730
------------ ------------ ----------- ------------
NON-INTEREST INCOME
Service charges on deposit accounts 279 279 807 804
Other fees and commissions 107 92 262 187
Net realized gains (losses) on disposition of securities (1) 16 65 33
Other income 34 35 162 147
------------ ------------ ----------- ------------
Total Non-Interest Income 419 422 1,296 1,171
------------ ------------ ----------- ------------
NON-INTEREST EXPENSE
Salaries and employee benefits 1,583 1,404 4,756 3,880
Occupancy 201 148 572 481
Equipment 242 171 693 462
Merger - - - 530
Directors' Fees 93 110 272 283
Deposit insurance premiums 27 812 78 969
Other 752 797 2,283 2,032
------------ ------------ ----------- ------------
Total Non-Interest Expense 2,898 3,442 8,654 8,637
------------ ------------ ----------- ------------
Income before income taxes 1,367 431 3,830 2,264
Provision for income taxes 399 78 1,078 621
------------ ------------ ----------- ------------
Net Income $ 968 $ 353 $ 2,752 $ 1,643
============ ============ =========== ============
Earnings Per Common and Common Equivalent Share $ 0.26 $ 0.09 $ 0.74 $ 0.44
============ ============ =========== ============
Cash Dividends Paid per Common Share $ 0.09 $ 0.09 $ 0.27 $ 0.26
============ ============ =========== ============
Weighted Average Number of Shares Outstanding 3,708,345 3,720,752 3,719,315 3,719,408
============ ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
September 30, September 30,
1997 1996
---- ----
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,752 $ 1,643
Adjustments to reconcile to net cash provided
by operating activities:
Provision for loan and other real estate losses 335 381
Depreciation and amortization 896 478
Amortization of bond (discounts) and premiums 29 (15)
Gain on disposition of securities (65) (33)
Changes in:
Loans held for sale 640 (107)
Interest receivable (186) (358)
Other assets (245) (1,584)
Interest payable 162 212
Other liabilities 820 1,426
----------- ----------
Net cash provided by operating activities 5,138 2,043
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from dispositions of securities - available-for-sale 9,674 14,023
Proceeds from maturities of securities - available-for-sale 8,396 11,371
Proceeds from maturities of securities - held-to-maturity 988 2,336
Purchase of securities - available-for-sale (2,676) (48,551)
Purchases of premises and equipment (340) (2,405)
Net increase in loans (23,475) (30,132)
Net cash and cash equivalents received in acquisition
of branches - 30,484
----------- ----------
Net cash used by investing activities (7,433) (22,874)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing deposits (3,217) 1,274
Net increase in interest bearing deposits 5,959 11,049
Issuance of stock 80 41
Cash dividends paid (1,004) (955)
Cancellation of shares (374) -
Purchase of fractional shares - (5)
Federal funds purchased - 500
----------- ----------
Net cash provided by financing activities 1,444 11,904
----------- ----------
Net decrease in cash and cash equivalents $ (851) $ (8,927)
CASH AND CASH EQUIVALENTS
Beginning 20,446 24,096
----------- ----------
Ending $ 19,595 $ 15,169
=========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest paid $ 10,447 $ 9,661
=========== ==========
Income taxes $ 993 $ 1,065
=========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS
Real estate acquired in settlement of loans $ 436 $ -
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
(Dollars in thousands)
For The Nine Months Ended September 30, 1997
<TABLE>
<CAPTION>
Unrealized
Gain (Loss) on
Shares of Stock Additional Securities
Common Common Dividend Paid-in Retained Available-
Stock Stock Distributable Capital Earnings For-Sale Total
-------- ---------- ------------- ------------ ------------ ------------ ----------
<S> <C>
Balance - December 31, 1996 2,457,950 $ 12,290 $ - $ 3,521 $ 21,629 $ 163 $ 37,603
Net Income - - - - 2,752 - 2,752
Common stock issued 1,340 7 - 22 - - 29
ESOP Termination (18,352) (92) - - (282) - (374)
Stock options exercised 6433 32 - 19 - - 51
Cash dividends declared
($0.27 per share) - - - - (1,004) - (1,004)
Stock split effected in the form
of a stock dividend - - 6,115 - (6,115) - -
Change in unrealized gain
(loss) on securities available-
for-sale, net of taxes - - - - - 322 322
---------- ---------- ----------- ------------- ------------ ----------- ----------
Balance - September 30, 1997 2,447,371 $ 12,237 $ 6,115 $ 3,562 $ 16,980 $ 485 $ 39,379
========== ========== =========== ============= ============ =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
This Form 10-Q contains forward looking statements that involve risks
and uncertainties. James River's actual results could differ materially from
those anticipated in these forward looking statements as a result of certain
factors, many of which are beyond management's control. The following discussion
should be read in conjunction with the unaudited consolidated financial
statements included in Item 1. of this Form 10-Q.
FINANCIAL CONDITION
Assets
Total assets of James River at September 30, 1997 were $387.1 million
compared to $381.6 million at December 31, 1996, an increase of $5.5 million or
1.4%. With an increase in net loans of $22.1 million during the first nine
months of 1997, securities investments decreased $15.9 million, from $103.5
million at December 31, 1996 to $87.6 million at September 30, 1997. Total
earning assets increased $9.7 million, or 2.8%, during the same period.
Liabilities
Deposits of James River at September 30, 1997 were $345.1 million
compared to $342.3 million at December 31, 1996, an increase of 0.8% or $2.7
million.
Non-performing Assets
Non-performing assets of James River comprise delinquent loans on which
the accrual of income has ceased, or is being fully reserved, and property
acquired through foreclosure or repossession. Non-performing assets totaled $1.3
million on September 30, 1997, compared to $462,000 on December 31, 1996. On
September 30, 1997, non-accrual loans totaled $613,000, with $372,000 secured by
real estate. Non-accrual loans totaled $291,000 on December 31, 1996, of which
$203,000 was secured by real estate. Foreclosed real estate accounted for
$698,000 of non-performing assets as of September 30, 1997 compared to $171,000
as of December 31, 1996. Management does not anticipate any material loss
relating to non-performing assets.
Loans past due 90 days or more and still accruing were $469,000 and
$857,000 for September 30, 1997 and December 31, 1996, respectively. Of these
loans, loans secured by real estate totaled $357,000 on September 30, 1997 and
$675,000 on December 31, 1996.
<PAGE>
The recorded investment in impaired loans requiring an allowance for
loan losses as determined in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan,"
as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures," was $1.7 million and $3.1 million at
September 30, 1997, and December 31, 1996, respectively. The portion of the
allowance for loan losses allocated to the impaired loan balance was $243,000
and $558,000 at September 30, 1997, and December 31, 1996, respectively.
No additional provisions, other than ordinary provisions, are being
made to the allowance for loan losses.
The allowances for possible losses on loans are maintained by James
River at what management considers to be a realistic level consistent with the
level and type of loans, and taking into consideration the non-accrual and past
due loans detailed above.
James River's allowance for loan losses of $3.4 million was 1.28% of
total loans on September 30, 1997. On December 31, 1996, the allowance for loan
losses of $3.2 million was 1.30% of total loans. During the first nine months of
1997, total loans increased $22.3 million or 9.1%.
<PAGE>
RESULTS OF OPERATIONS
Net Operating Results
For the quarter ended September 30, 1997, James River earned net income
of $968,000, or $0.26 per share, compared to $353,000, or $0.09 per share, for
the same period of 1996, a 174.2% increase. The increase was primarily due to a
one time FDIC assessment in the third quarter of 1996 on the deposits of First
Colonial of $752,000 on a pre-tax basis, with an after tax effect of $479,000.
This one time assessment was levied on all thrifts nationally in order to
recapitalize the Savings Association Insurance Fund. Return on average assets
and return on average equity were 1.00% and 9.87%, respectively, in the third
quarter of 1997 compared to .38% and 3.91% in the comparable period in 1996.
For the first nine months of 1997, James River earned net income of
$2.7 million compared to $1.6 million for the same period of 1996, a 67.5%
increase. The increase was primarily due to the non-recurring, non-deductible
merger expenses in the first quarter of 1996 of $530,000, which were incurred in
connection with James River's acquisition of Bank of Isle of Wight and First
Colonial, and the FDIC assessment discussed above. Return on average assets and
return on average equity were .96% and 9.57%, respectively, in the first nine
months of 1997 compared to .62% and 6.03% in the comparable period in 1996.
Net Interest Income
Net interest income during the quarter ended September 30, 1997
increased $368,000 to $4.0 million, up 10.2% from the $3.6 million for the
quarter ended September 30, 1996. The increase in net interest income was
largely due to an increase in loans of $26.9 million from September 30, 1996 to
September 30, 1997. With rate changes and increased volume, interest and fee
income on loans increased 13.5% for the third quarter of 1997 to $6.1 million,
$723,000 more than the $5.3 million earned in the same period of 1996. During
the third quarter of 1997, income on investment securities decreased $298,000,
or 17.9%, to $1.4 million, compared to the third quarter of 1996. Interest
expense on deposits increased for the third quarter from $3.5 million in 1996 to
$3.6 million for the same period in 1997, a 3.0% increase in the cost of
deposits.
For the first nine months of 1997, net interest income increased $1.4
million, or 14.3%, over the same period in 1996. This increase was primarily due
to the increased volume of loans, with interest and fees on loans increasing to
$17.5 million in 1997, up $2.4 million, or 16.0%, from the $15.1 million for the
same period in 1996. For the same time period in 1997, interest expense on
deposits increased $554,000, or 5.5%, over that of 1996.
<PAGE>
Non-Interest Income
Non-interest income during the quarter ended September 30, 1997
decreased by $3,000, or 0.7%, compared to the same period during 1996.
For the nine months ending September 30, 1997, non-interest income was
$1.3 million, up $125,000, or 10.7%, compared to the respective period in 1996.
The increase was predominately attributable to a $75,000 increase in income from
other service charges and fees relating to annuity sales.
Non-Interest Expense
Non-interest expenses during the third quarter of 1997 decreased by
$544,000 compared to 1996, a decrease of 15.8%. This decrease was primarily
attributable to the one time FDIC assessment of $752,000 that occurred in the
third quarter of 1996. This decrease in expense was partially offset by an
increase in personnel expense for the third quarter of 1997 of $179,000 over the
comparable 1996 period, due to the staffing of five additional branch banking
offices and a new electronic data processing center.
Non-interest expenses during the nine months ended September 30, 1997
increased $17,000, or 0.2%, compared to 1996. While James River incurred a
$530,000 non-recurring, non-deductible merger expense in the first quarter of
1996 and the one time $752,000 FDIC assessment, personnel expense for the first
nine months of 1997 increased $876,000, or 22.6%, as previously discussed. In
addition, occupancy expense and equipment expense increased $91,000 and
$231,000, respectively, due to the addition of new branch offices and the data
processing center.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and interest sensitivity
Liquidity represents an institution's ability to meet present and
future financial obligations through either the sale or maturity of existing
assets or the acquisition of additional funds through liability management.
Liquid assets include cash, interest bearing deposits with banks, federal funds
sold, investments, and loans maturing within one year. As a result of James
River's management of liquid assets and the ability to generate liquidity
through liability funding, management believes that James River maintains
overall liquidity sufficient to satisfy its depositors' requirements and meet
its customers' credit needs.
<PAGE>
At September 30, 1997, James River had $36.2 million in undisbursed
loan commitments and expects to have sufficient funds available to meet current
loan origination commitments. Funding is expected to be in the normal course of
business primarily through loan repayments, prepayments, and deposit growth. As
additional funding, James River holds $87.6 million in investment securities. Of
this amount, only $11.2 million is classified as held-to-maturity and is not
readily available for sale. Of the $76.4 million in available-for-sale, $8.3
million matures in less than one year, and an additional $24.6 million matures
between 1 and 5 years.
James River has no long-term debt. Almost the entire deposit base is
made up of core deposits with only 10.8% of total deposits composed of
certificates of deposit of $100,000 and over.
CAPITAL RESOURCES
Total shareholders' equity amounted to $39.4 million at September 30,
1997 compared to $37.6 million at December 31, 1996. James River's leverage
ratio was 9.52%, with tier 1 risk-based capital ratio of 15.26% and a total
risk-based capital ratio of 16.56%.
RECENT ACCOUNTING CHANGES
FASB Statement No. 130, "Reporting Comprehensive Income", establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains, or losses) in a full set of general-purpose
financial statements, and is effective for fiscal years beginning after December
15, 1997. This Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. This Statement does not require a specific format
for that financial statement but requires that an enterprise display an amount
representing total comprehensive income for the period in that financial
statement. This Statement also requires that an enterprise (a) classify items of
other comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section of a
statement of financial position. James River is currently assessing the impact
of this statement on its future financial statement presentation. However, the
only known item of other comprehensive income to which this standard would apply
is unrealized gains and losses on available-for-sale securities.
FASB Statement No. 131, "Disclosures about Segments of an Enterprise",
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements, requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders, and is effective for financial
statements for periods beginning after December 15, 1997. It also established
<PAGE>
standards for related disclosures about products and services, geographic areas,
and major customers. This Statement requires that a public business enterprise
report financial and descriptive information about its reportable operating
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. Generally, financial information is required to be
reported on the basis that it is used internally for evaluating segment
performance and deciding how to allocate resources to segments.
This Statement also requires that a public business enterprise report a
measure of segment profit or loss, certain specific revenue and expense items,
and segment assets. It requires reconciliations of total segment revenues, total
segment profit or loss, total segment assets, and other amounts disclosed for
segments to corresponding amounts in the enterprise's general-purpose financial
statements. It requires that all public business enterprises report information
about the revenues derived from the enterprise's products or services (or groups
of similar products and services), about the countries in which the enterprise
earns revenues and holds assets, and about major customers regardless of whether
that information is used in making operating decisions. However, this Statement
does not require an enterprise to report information that is not prepared for
internal use if reporting it would be impracticable. Management is currently
assessing the impact of this statement on its future financial statement
disclosures.
<PAGE>
PART II - OTHER INFORMATION
Item 1 . Legal Proceedings
None of James River or its subsidiaries is involved in any pending legal
proceedings other than nonmaterial legal proceedings occurring in the
ordinary course of business.
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Securities Holders - None
Item 5. Other Information - None
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits - Financial Data Schedule, Exhibit 27
(b) Reports on Form 8-K - None
<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.
JAMES RIVER BANKSHARES, INC.
Date: November 10, 1997 /s/ Glenn T. McCall
----------------- -------------------
Glenn T. McCall, Sr. Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 12,556
<INT-BEARING-DEPOSITS> 1,646
<FED-FUNDS-SOLD> 5,393
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 76,408
<INVESTMENTS-CARRYING> 11,224
<INVESTMENTS-MARKET> 11,298
<LOANS> 266,395
<ALLOWANCE> 3,418
<TOTAL-ASSETS> 387,108
<DEPOSITS> 345,074
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,655
<LONG-TERM> 0
0
0
<COMMON> 12,237
<OTHER-SE> 27,142
<TOTAL-LIABILITIES-AND-EQUITY> 387,108
<INTEREST-LOAN> 17,481
<INTEREST-INVEST> 4,325
<INTEREST-OTHER> 326
<INTEREST-TOTAL> 22,132
<INTEREST-DEPOSIT> 10,575
<INTEREST-EXPENSE> 10,609
<INTEREST-INCOME-NET> 11,523
<LOAN-LOSSES> 335
<SECURITIES-GAINS> 65
<EXPENSE-OTHER> 8,654
<INCOME-PRETAX> 3,830
<INCOME-PRE-EXTRAORDINARY> 3,830
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,752
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
<YIELD-ACTUAL> 9.57
<LOANS-NON> 613
<LOANS-PAST> 469
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,319
<CHARGE-OFFS> 134
<RECOVERIES> 127
<ALLOWANCE-CLOSE> 3,418
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,418
</TABLE>
