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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 30, 2000
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JAMES RIVER BANKSHARES, INC.
(Exact Name of registrant as specified in its charter)
Virginia 0-26314 54-1740210
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1514 Holland Road, Suffolk, Virginia 23434
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (757) 934-8100
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N/A
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(Former name or former address, if changed since last report.)
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Item 2. - Acquisition or Disposition of Assets
Effective April 30, 2000, James River Bankshares, Inc. ("Company")
discontinued the operations of Mortgage Company of James River, Inc. ("MCJR"),
an indirect wholly owned subsidiary of the Company. MCJR was the entity through
which the Company conducted its residential mortgage banking operations. MCJR
was organized in the fourth quarter of 1998 and began operations in January
1999. The Company will no longer conduct any residential mortgage banking
business. Pro forma financial information regarding MCJR is included in Item 7
of this Form 8-K.
Item 7. - Financial Statements and Exhibits
(a) Financial Statements of businesses acquired. - Not Applicable.
(b) Pro forma financial information.
During the first quarter of 2000, the board of directors of James River
Bankshares, Inc. ("the Company") voted to suspend operations of Mortgage Company
of James River, Inc. ("MCJR"). MCJR was established in the fourth quarter of
1998 and began operations in January 1999. At December 31, 1999, MCJR had total
assets of $768 thousand and total liabilities of $88 thousand. The assets
consisted primarily of cash and fixed assets. Unaudited pro forma financial
statements as of and for the year ended December 31, 1999 based upon the
Company's audited financial statements as reported in the Company's Form 10-K
for that period are presented below.
<TABLE>
<CAPTION>
JAMES RIVER BANKSHARES, INC.
UNAUDITED PRO FORMA CONSOLIDATING BALANCE SHEET
December 31, 1999
Pro forma
Historical Adjustments
As Of for Disposal of Pro forma
December 31, Mortgage as
ASSETS 1999 Company Adjusted
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<S> <C> <C> <C>
Cash and cash equivalents $ 19,824 $ 238 $ 20,062
Investment securities 115,747 - 115,747
Loans, net of allowance for loan loss 328,856 (345) 328,511
Premises and equipment 10,995 (28) 10,967
Other assets 11,942 47 11,989
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Total Assets $487,364 $ (88) $487,276
======== ===== ========
LIABILITIES AND SHAREHOLDERS EQUITY
Deposits $418,020 $ - $418,020
Short-term borrowings 4,561 - 4,561
Long-term borrowings 11,000 - 11,000
Other liabilities 2,785 (88) 2,697
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Total Liabilities 436,366 (88) 436,278
Shareholders equity 50,998 - 50,998
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Total Liabilities and Shareholders Equity $487,364 $ (88) $487,276
======== ===== ========
</TABLE>
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<TABLE>
<CAPTION>
JAMES RIVER BANKSHARES, INC.
UNAUDITED PRO FORMA CONSOLIDATING STATEMENT OF INCOME
December 31, 1999
Pro forma
Historical Adjustments
As Of for Disposal of Pro forma
December 31, Mortgage as
1999 Company Adjusted
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<S> <C> <C> <C>
Interest Income $36,204 $ (32) $36,172
Interest Expense 15,749 (22) 15,727
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Net Interest Income 20,455 (10) 20,445
Provision for Loan Losses 670 - 670
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Net Interest Income after Provision 19,785 (10) 19,775
Non-Interest Income 3,087 (276) 2,811
Non-Interest Expense 16,977 (1,102) 15,875
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Income Before Income Taxes 5,895 816 6,711
Provision for Income Taxes 1,591 309 1,900
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Net Income $ 4,304 $ 507 $ 4,811
======= ======= =======
Earnings per Common Share:
Basic $ 0.94 $ 0.11 $ 1.05
Diluted $ 0.94 $ 0.11 $ 1.05
</TABLE>
The unaudited pro forma balance sheet presents the financial position of
the Company as if the disposition of MCJR occurred on December 31, 1999, and
reflects the elimination of MCJR assets and liabilities upon disposal,
consisting primarily of cash transfers to the Company, a fixed asset write-down
and loan sales.
The unaudited pro forma statement of income presents the results of operations
for the year ended December 31, 1999 from continuing operations as if the
disposition of MCJR occurred on December 31, 1999. This statement reflects the
elimination of the results of operations of MCJR for the stated period and an
adjustment of income taxes.
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As of March 31, 2000, the Company has booked an estimated charge for disposal
of approximately $128 thousand, after-tax. These costs are not reflected in the
financial information presented above. The disposal costs are estimates and are
subject to change. Changes in estimates will be accounted for prospectively and
included in income (loss) from discontinued operations in the Company's
consolidated financial statements for the year ended December 31, 2000.
(c) Exhibits - Not Applicable.
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SIGNATURE
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 hereunto duly authorized.
JAMES RIVER BANKSHARES, INC.
Date: May 9, 2000 By /s/ Harold U. Blythe
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Harold U. Blythe, President
and Chief Executive Officer
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