SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 Commission File number: 000-22054 COMMUNITY BANKSHARES, INC. (Exact Name of Registrant as Specified in its Charter) South Carolina 57-0966962 (State or Other Jurisdiction of (IRS Employer Identification Number) Incorporation or Organization) 791 Broughton St., Orangeburg, South Carolina 29115 (Address of Principal Executive Office, Zip Code) (803) 535-1060 (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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,199,180 shares of common stock outstanding as of May 1, 2001. 10-Q TABLE OF CONTENTS Part I-Financial Statements Page Item 1 Financial Statements ....................................... 3 Item 2 Management's Discussion and Analysis of Financial Condition and ................................... 9 Results of Operations Item 3 Quantitative and Qualitative Disclosure About Market Risk ......................................... 15 Part II-Other Information Item 6 Exhibits and Reports on Form 8-K ........................... 16 2 Part I. Item 1. Financial Statements COMMUNITY BANKSHARES, INC. - CONSOLIDATED BALANCE SHEETS $ amounts in thousands UNAUDITED March 31, December 31, ASSETS 2001 2000 ------ ---- ---- Cash and due from other financial institutions: Non-interest bearing ............................................................ $ 9,544 $ 10,209 Federal funds sold .............................................................. 15,406 8,130 --------- --------- Total cash and cash equivalents ............................................. 24,950 18,339 Interest bearing deposits in other banks ............................................. 8,443 594 Investment securities: Securities held to maturity ..................................................... 8,372 12,371 Securities available for sale ................................................... 30,805 41,195 Loans held for resale ................................................................ 615 343 Loans ................................................................................ 201,644 195,077 Less, allowance for loan losses ................................................. (2,556) (2,424) --------- --------- Net loans ................................................................... 199,088 192,653 Premises and equipment ............................................................... 4,394 4,411 Accrued interest receivable ......................................................... 2,293 2,330 Deferred income taxes ................................................................ 709 795 Other assets ......................................................................... 274 292 --------- --------- Total assets ................................................................ $ 279,943 $ 273,323 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-interest bearing ............................................................ $ 31,058 $ 31,219 Interest bearing ................................................................ 197,164 187,592 --------- --------- Total deposits .............................................................. 228,222 218,811 Federal funds purchased and securities sold under agreements to repurchase ............................................. 5,252 9,352 Federal Home Loan Bank advances ...................................................... 20,350 20,350 Other liabilities .................................................................... 2,140 1,671 --------- --------- Total liabilities ........................................................... 255,964 250,184 --------- --------- Shareholders' equity: Common stock No par, authorized shares 12,000,000, issued and outstanding 3,199,180 in 2001 and 2000 ...................................... 15,928 15,928 Retained earnings ............................................................... 8,019 7,342 Accumulated other comprehensive income (loss) ................................... 32 (131) --------- --------- Total shareholders' equity .................................................. 23,979 23,139 --------- --------- Total liabilities and shareholders' equity .................................. $ 279,943 $ 273,323 ========= ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 3 COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY for the three months ended March 31, 2001 and 2000 (Unaudited) Accumulated Other Total Common Common Retained Comprehensive Shareholders' Shares Stock Earnings Income (Loss) Equity ------ ----- -------- ------------- ------ Balances at Dec. 31, 1999 .................................... 3,191,462 $ 14,207 $ 6,549 $(511) $ 20,245 Comprehensive income: Net income .............................................. 694 694 Other comprehensive income (loss) net of tax: Unrealized (loss) on securities ......................... (169) (169) Cash-in-lieu of shares in connection with Jan. 31, 2000 stock dividend ............................. (137) Market value of shares issued in five percent stock dividend ....................................... - 1,709 (1,709) - Costs of stock dividend ...................................... (10) (10) Dividends paid ............................................... - - (160) - (160) --------- -------- -------- ----- -------- Balances at Mar. 31, 2000 .................................... 3,191,325 $ 15,906 $ 5,374 $(680) $ 20,600 ========= ======== ======== ===== ======== Balances at Dec. 31, 2000 .................................... 3,199,180 $ 15,928 $ 7,342 $(131) $ 23,139 Comprehensive income: Net income .............................................. 901 901 Other comprehensive income (loss) net of tax: Unrealized gain on securities ........................... 163 163 Dividends paid ............................................... - - (224) - (224) --------- -------- -------- ----- -------- Balances at Mar. 31, 2001 .................................... 3,199,180 $ 15,928 $ 8,019 $ 32 $ 23,979 ========= ======== ======== ===== ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 4 COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF INCOME $ amounts in thousands Three months ended March 31, 2001 2000 UNAUDITED UNAUDITED --------- --------- Interest and dividend income: Interest and fees on loans ............................................................. $ 4,591 $ 3,730 Deposits with other financial institutions ............................................. 28 4 Investment securities: Interest - U. S. Treasury and U. S. Government Agencies .......................................................... 725 706 Dividends ............................................................................ 36 29 ---------- ---------- Total investment securities ....................................................... 761 735 Federal funds sold and securities purchased under agreements to resell ................................................. 170 114 ---------- ---------- Total interest and dividend income ................................................ 5,550 4,583 ---------- ---------- Interest expense: Deposits: Certificates of deposit of $100,000 or more .......................................... 648 508 Other ................................................................................ 1,814 1,380 ---------- ---------- Total deposits .................................................................... 2,462 1,888 Federal funds purchased and securities sold under agreements to repurchase .................................................. 83 24 Federal Home Loan Bank advances ........................................................ 301 253 ---------- ---------- Total interest expense ............................................................ 2,846 2,165 ---------- ---------- Net interest income ........................................................................ 2,704 2,418 Provision for loan losses .................................................................. 142 180 ---------- ---------- Net interest income after provision for loan losses ........................................ 2,562 2,238 ---------- ---------- Non-interest income: Service charges on deposit accounts .................................................... 412 347 Other .................................................................................. 139 90 ---------- ---------- Total non-interest income ......................................................... 551 437 ---------- ---------- Non-interest expense: Salaries and employee benefits ......................................................... 1,040 940 Premises and equipment ................................................................. 235 224 Other .................................................................................. 437 436 ---------- ---------- Total non-interest expense ........................................................ 1,712 1,600 ---------- ---------- Net income before taxes .................................................................... 1,401 1,075 Provision for income taxes ................................................................. 500 381 ---------- ---------- Net income ................................................................................. $ 901 $ 694 ========== ========== Basic earnings per common share: Weighted average shares outstanding .................................................... 3,199,180 3,191,325 Net income per common share ............................................................ $ 0.28 $ 0.22 Diluted earnings per common share: Weighted average shares outstanding .................................................... 3,217,067 3,212,902 Net income per common share ............................................................ $ 0.28 $ 0.22 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 5 COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS $ amounts in thousands Three months ended March 31, 2001 2000 UNAUDITED UNAUDITED --------- --------- Cash flows from operating activities: Net income ............................................................................... $ 901 $ 694 Adjustments to reconcile net income to net cash provided (used) by operating activities Depreciation and amortization .................................................... 109 119 Provision for loan losses ........................................................ 142 180 Accretion of discounts and amortization of premiums - investment securities - net .................................................... (8) 63 Proceeds from sale of real estate loans held for sale ............................ 2,164 1,025 Origination of real estate loans held for sale ................................... (2,436) (806) Changes in operating assets and liabilities: (Increase) decrease in interest receivable ....................................... 37 (317) (Increase) decrease in other assets .............................................. 104 (157) Increase in other liabilities .................................................... 469 334 -------- -------- Net cash provided by operating activities ..................................... 1,482 1,135 -------- -------- Cash flows from investing activities: Net increase in interest bearing deposits with other banks .............................................................. (7,849) (467) Purchases of held to maturity securities ......................................... - (501) Proceeds from maturities of held to maturity securities .......................... 3,999 1,000 Purchases of available for sale securities ....................................... (17,544) (4,992) Proceeds from maturities of available for sale securities ........................ 28,105 353 Net (increase) in loans to customers ............................................. (6,577) (14,430) Purchase of premises and equipment ............................................... (92) (26) -------- -------- Net cash provided by (used in) investing activities ........................... 42 (19,063) -------- -------- Cash flows from financing activities: Net increase in demand, savings, & time deposits ................................. 9,411 12,893 Net decrease in federal funds purchased and securities sold under agreements to repurchase .............................. (4,100) (474) Increase in Federal Home Loan Bank advances ...................................... - 1,200 Cost of stock dividend .......................................................... - (10) Dividend payments ................................................................ (224) (160) -------- -------- Net cash provided by financing activities ..................................... 5,087 13,449 -------- -------- Net increase (decrease) in cash and cash equivalents ..................................... 6,611 (4,479) Cash and cash equivalents - beginning of period .......................................... 18,339 20,315 -------- -------- Cash and cash equivalents - end of period ................................................ $ 24,950 $ 15,836 ======== ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS 6 Summary of Significant Accounting Principles A summary of significant accounting policies and the audited financial statements for 2000 are included in Company's Annual Report on Form 10-K for the year ended December 31, 2000. Principles of Consolidation The consolidated financial statements include the accounts of Community Bankshares, Inc. (CBI), the parent company, and Orangeburg National Bank, Sumter National Bank and Florence National Bank, its wholly owned subsidiaries. All significant intercompany items have been eliminated in the consolidated statements. Management Opinion The interim financial statements in this report are unaudited. In the opinion of management, all the adjustments necessary to present a fair statement of the results for the interim period have been made. Such adjustments are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of the results to be expected for an entire year. These interim financial statements should be read in conjunction with the annual financial statements and notes thereto contained in the 2000 Annual Report on Form 10-K. Changes in Comprehensive Income Components The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," effective for fiscal years beginning after December 15, 1997. This Statement establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Disclosure as required by the Statement is as follows: Before-Tax Tax (Expense) Net-of-Tax Amount or Benefit Amount ------ ---------- ------ Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period ............. $(1,053,000) $ 373,000 $ (680,000) Less: reclassification adjustment for gains (losses) realized in net income ................................ 0 0 0 ----------- ----------- ----------- Net unrealized gains (losses) ....................................... (1,053,000) 373,000 (680,000) ----------- ----------- ----------- Other comprehensive (loss), March 31, 2000 .......................... $(1,053,000) $ 373,000 $ (680,000) =========== =========== =========== Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period ............. $ 48,000 $ (16,000) $ 32,000 Less: reclassification adjustment for gains (losses) realized in net income ................................ 0 0 0 ----------- ----------- ----------- Net unrealized gains (losses) ....................................... 48,000 (16,000) 32,000 ----------- ----------- ----------- Other comprehensive income, March 31, 2001 .......................... $ 48,000 $ (16,000) $ 32,000 =========== =========== =========== 7 Stock Dividend On January 31, 2000 CBI effected a five- percent stock dividend. All shares outstanding and per share data amounts have been retroactively restated to reflect the dividend. COMMUNITY BANKSHARES, INC. - AVERAGE BALANCE SHEETS, YIELDS, AND RATES ($ in thousands) Quarter ended March 31, ----------------------- 2001 2000 ---- ---- Interest Interest Average Income/ Yields/ Average Income/ Yields/ Assets Balance Expense Rates Balance Expense Rates ------- -------- ------ ------- -------- ----- Interest bearing deposits ......................... $ 1,830 $ 28 6.12% $ 352 $ 4 4.55% Investment securities taxable ..................... 46,655 754 6.46% 45,852 727 6.34% Investment securities--tax exempt ................. 793 7 5.35% 809 8 5.99% Federal funds sold ................................ 12,117 170 5.61% 7,810 114 5.84% Loans receivable .................................. 199,047 4,591 9.23% 163,226 3,730 9.14% -------- ------ -------- ------ Total interest earning assets ..................... 260,442 5,550 8.52% 218,049 4,583 8.41% Cash and due from banks ........................... 9,269 8,268 Allowance for loan losses ......................... (2,487) (2,009) Premises and equipment ............................ 4,411 4,576 Other assets ...................................... 3,283 2,973 -------- -------- Total assets ...................................... $274,918 $231,857 ======== ======== Liabilities and Shareholders' Equity Interest bearing deposits Savings ........................................... $ 35,684 $ 350 3.92% $ 31,191 $ 295 3.78% Interest bearing transaction accounts ............. 21,267 68 1.28% 19,166 75 1.57% Time deposits ..................................... 135,324 2,044 6.04% 112,652 1,518 5.39% -------- ------ -------- ------ Total interest bearing deposits ................... 192,275 2,462 5.12% 163,009 1,888 4.63% Short term borrowing .............................. 7,304 83 4.55% 2,709 24 3.54% FHLB advances ..................................... 20,350 301 5.92% 18,001 253 5.62% -------- ------ -------- ------ Total interest bearing liabilities ................ 219,929 2,846 5.18% 183,719 2,165 4.71% Noninterest bearing demand deposits ............... 29,582 26,532 Other liabilities ................................. 1,717 1,179 Shareholders' equity .............................. 23,690 20,427 -------- -------- Total liabilities and equity ...................... $274,918 $231,857 ======== ======== Interest rate spread .............................. 3.34% 3.70% Net interest income and net yield on earning assets .................................... $2,704 4.15% $2,418 4.44% 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Looking Statements Statements included in Management's Discussion and Analysis of Financial Condition and Results of Operations which are not historical in nature are intended to be, and are hereby identified as `forward looking statements' for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended. The Corporation cautions readers that forward looking statements, including without limitation, those relating to the Corporation's future business prospects, revenues, working capital, liquidity, capital needs, interest costs, and income, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward looking statements, due to several important factors herein identified, among others, and other risks and factors identified from time to time in the Corporation's reports filed with the Securities and Exchange Commission. RESULTS OF OPERATIONS: QUARTER ENDED MARCH 31, 2001 COMPARED TO QUARTER ENDED MARCH 31, 2000 Net Income For the first quarter of 2001 CBI earned a consolidated profit of $901,000 compared to $694,000 for the first quarter of 2000, an increase of 29.8% or $207,000. Basic and diluted earnings per share were $.28 in the 2001 period compared to $.22 for the 2000 period. For the first quarter of 2001 Orangeburg National Bank reported a profit of $609,000 compared to $541,000 for the first quarter of 2000, an increase of 12.6% or $68,000. For the first quarter of 2001 Sumter National Bank reported a profit of $250,000 compared to $181,000 for the first quarter of 2000, an increase of 38.1% or $69,000. The Sumter bank began operation in June 1996. For the first quarter of 2001 Florence National Bank reported a profit of $47,000 compared to net loss of $29,000 for the first quarter of 2000, an improvement of $76,000. The Florence bank began operation in July 1998. As noted above, consolidated net income for the quarter ended March 31, 2001, increased from the prior year by 29.8% or $207,000. The major components of this increase are discussed below. Net interest income before provision for loan losses for the three months ended March 31, 2001 increased to $2,704,000 compared to $2,418,000 for the same period in 2000, an increase of 11.8% or $286,000. For the same period, the provision for loan losses was $142,000 compared to $180,000 for the 2000 period, a decrease of 21.1% or $38,000. Non-interest income for the 2001 period increased to $551,000 from $437,000 for the 2000 period, a 26.1% or $114,000 increase. Non-interest expense increased to $1,712,000 from $1,600,000, a 7% or $112,000 increase. Profitability One of the best ways to review earnings is through the ROA (return on average assets) and the ROE (return on average equity). Return on assets is the income for the period divided by the average assets for the period, annualized. Return on equity is the income for the period divided by the average equity for the period, annualized. Based on operating results for the quarters ended March 31, 2001 and 2000, the following table is presented. 9 Period ended March 31, 2001 2000 ---- ---- (dollar amounts in thousands) Average assets ....................... $274,918 $231,857 ROA .................................. 1.31% 1.20% Average equity ....................... $ 23,690 $ 20,427 ROE .................................. 15.21% 13.59% Net income ........................... $ 901 $ 694 Net interest income Net interest income, the major component of CBI's income, is the amount by which interest and fees on interest earning assets exceeds the interest paid on interest bearing deposits and other interest bearing funds. During the first quarter of 2001, net interest income after provision for loan losses increased to $2,562,000 from $2,238,000, a 14.5% or $324,000 increase over the first quarter of 2000. This improvement was the result of a $42 million increase in the volume of earning assets. The average yield on these earning assets increased to 8.52% for the 2001 period from 8.41% for the 2000 period. This increase was achieved in a declining interest rate environment. The Federal Reserve cut the discount interest rate a total of 150 basis points in three installments during the first quarter of 2001. A fourth fifty basis point reduction in interest rates occurred in late April. For CBI, the average prime rate during the first quarter of 2001 was 8.50% compared to 8.75% for the same period in 2000. The full impact of the rate cuts will not be felt until the second quarter of 2001 and management expects the cuts will put additional pressure on net interest margins. For the first quarter of 2001 the cost of funds averaged 5.18% compared to 4.71% for the first quarter of 2000. The increase in the cost of the funds more than offset the increased yield on earning assets. The effect of these changes was a net interest spread (yield on earning assets less cost of interest bearing liabilities) of 3.35% for the first quarter of 2001 compared to 3.69% during the first quarter of 2000. CBI's net interest margin (net interest income divided by total earning assets) was 4.15% for the first quarter of 2001 compared to 4.44% for the first quarter of 2000. Interest Income Elsewhere in this report is a table comparing the average balances, yields, and rates for the interest rate sensitive segments of the Corporation's balance sheets for the quarters ended March 31, 2001 and 2000. A discussion of that table follows. Total interest income for the first quarter 2001 was $5,550,000 compared with $4,583,000 for the same quarter in 2000, a 21.1% or $967,000 increase. The yield on earning assets for the 2001 quarter was 8.52%, increased from 8.41% for the 2000 quarter. Total average interest earning assets for the 2001 quarter were $260,442,000 compared to $218,049,000 for the 2000 quarter, an increase of 19.4% or $42,393,000. The loan portfolio earned $4,591,000 for the first quarter 2001 compared with $3,730,000 for the same quarter of 2000, a 23.1% or $861,000 increase. The yield on loans for the 2001 quarter was 9.23%, increased from 9.14% for the 2000 quarter. The average size of the loan portfolio for the 2001 quarter was $199,047,000 compared to $163,226,000 for the 2000 quarter, an increase of 21.9% or $35,821,000. The taxable investment portfolio earned $754,000 for the first quarter in 2001 compared with $727,000 for the 2000 quarter, a 3.7% or $27,000 increase. The yield was 6.46% for the 2001 quarter, increased from 6.34% for the 2000 quarter. The average size of the portfolio for the 2001 quarter was $46,655,000 compared to $45,852,000 for the 2000 quarter, an increase of 1.8% or $803,000. The tax-exempt investment portfolio earned $7,000 for the first quarter in 2001 compared with $8,000 for the 2000 quarter, a 12.5% or $1,000 decrease. The yield on the portfolio was 5.35%, decreased from 5.99%. The average size of the portfolio was $793,000 for the 2001 quarter compared to $809,000 in the 2000 quarter, a decrease of 19.8% or $16,000. 10 Interest bearing deposits in other banks earned $28,000 for the first quarter 2001 compared to $4,000 for the 2000 quarter, an increase of 600% or $24,000. The yield on these deposits was 6.12% for the 2001 quarter, increased from 4.55% in the 2000 quarter. CBI averaged $1,830,000 in interest bearing balances in the first quarter 2001 compared to $352,000 the 2000 quarter, an increase of 420% or $1,478,000. The fall in bond market interest rates during the first quarter of 2001 resulted in many investments in the banks' investment portfolios being called prior to maturity. The cash resulting from these numerous calls was temporarily placed in interest bearing accounts, which explains the unusual increase in this category. Federal funds sold earned $170,000 the first quarter of 2001 compared to $114,000 for the 2000 quarter, an increase of 49.1% or $56,000. The yield was 5.61% for the 2001 quarter, decreased from 5.84% for the 2000 quarter. CBI's average volume in federal funds sold was $12,117,000 for the 2001 quarter compared to $7,810,000 for the 2000 quarter, a 55.1% or $4,307,000 increase. As noted above, the increase in banks' liquidity was directly related to the influx of cash from called investment securities. Interest Expense Interest expense increased to $2,846,000 for the first quarter of 2001 from $2,165,000 for the 2000 quarter, a 31.5% or $681,000 increase. For the same periods, the volume of interest bearing liabilities was $219,929,000 compared to $183,719,000, a 19.7% or $36,210,000 increase. The average rate paid for interest-bearing liabilities was 5.18% for the 2001 quarter, up from 4.71% for the 2000 quarter. Savings accounts cost $350,000 in the first quarter in 2001 compared to $295,000 in the first quarter of 2000, an 18.6% or $55,000 increase. For the same periods, average savings deposit balances were $35,684,000 compared to $31,191,000, an increase of 14.4% or $4,493,000. The average rate paid on these funds increased to 3.92% from 3.78%. Interest bearing transaction accounts cost $68,000 for the first quarter in 2001 compared to $75,000 for the first quarter of 2000, a 9.3% or $7,000 decline. The volume of these deposits was $21,267,000 for the first quarter in 2001 compared to $19,166,000 for the first quarter of 2000, a 10.96% or $2,101,000 increase. The average rate paid on these funds decreased to 1.28% from 1.57%. Time deposits cost $2,044,000 for the first quarter of 2001 compared to $1,518,000 for the first quarter of 2000, an increase of 34.7% or $526,000. The volume was $135,324,000 for the first quarter in 2001 compared to $112,652,000 for the first quarter of 2000, a 20.1% or $22,672,000 increase. The average rate paid on these funds increased to 6.04% from 5.39%. Short-term borrowings consists of federal funds purchased and securities sold under agreements to repurchase. This is a relatively small and volatile part of the balance sheet. It cost $83,000 for the first quarter in 2001 compared to $24,000 for the first quarter of 2000, a 246% or $59,000 increase. The volume of these funds was $7,304,000 in the first quarter 2001 compared to $2,709,000 in the first quarter of 2000, an increase of 170% or $4,595,000. The average rate paid on these funds increased to 4.55% from 3.54%. Borrowings from the Federal Home Loan Bank of Atlanta cost $301,000 for the first quarter in 2001 compared to $253,000 for the first quarter in 2000, an increase of 19% or $48,000. The advances averaged $20,350,000 during the 2001 quarter compared to $18,001,000 for the prior year quarter, a 13% or $2,349,000 increase. The average rate paid on these funds increased to 5.92% from 5.62%. Non-Interest Income Non-interest income for the first quarter 2001 grew to $551,000 from $437,000 in the first quarter of 2000, a 26.1% or $114,000 increase. This was mostly the result of increasing volumes of service charges associated with increased numbers of accounts and the resulting fee income. Non-Interest Expense For the first quarter of 2001 non-interest expenses increased to $1,712,000 from $1,600,000 for the first quarter of 2000, a 7% or $112,000 increase. This increase is related to higher levels of business activity and included the following components: For the 2001 period, personnel costs were $1,040,000 compared to $940,000 for the 2000 period, an increase of 10.6% or $100,000; 11 For the 2001 period, premises and equipment expense were $235,000 compared to $224,000 for the 2000 period, an increase of 4.9% or $11,000; and For the 2001 period, other costs were $437,000 compared to $436,000 for the 2000 period, an increase of .2% or $1,000. Income Taxes CBI provided $500,000 for federal and state income taxes during the first quarter of 2001 compared to $381,000 for the same period in 2000, a 31.2% or $119,000 increase. The average tax rate for the 2001 period was 35.7% and for the 2000 period it was 35.4%. CHANGES IN FINANCIAL POSITION Investment portfolio The investment portfolio is comprised of held to maturity securities and available for sale securities. CBI and its three banks usually purchase short-term issues (ten years or less) of U. S Treasury and U. S. Government agency securities for investment purposes. At March 31, 2001 the held to maturity portfolio totaled $8,372,000 compared to $12,371,000 at December 31, 2000, a decrease of 32.3% or $3,999,000. At March 31, 2001 the available for sale portfolio totaled $30,805,000 compared to $41,195,000 at December 31, 2000, a decrease of 25.2% or $10,390,000. The following chart summarizes the investment portfolios at March 31, 2001 and December 31, 2000. Most of the decline in the banks' investment portfolios is due to the call of many securities during the first quarter, which resulted from the decline in bond market interest rates. March 31, 2001 Held to maturity Available for sale ---------------- ------------------ Amortized cost Fair value Amortized cost Fair value -------------- ---------- -------------- ---------- (dollars in thousands) U. S. Government and federal agencies ...................... $ 8,372 $ 8,373 $28,166 $28,207 Tax exempt securities ...................................... - - 612 617 Other equity securities .................................... - - 1,981 1,981 ------- ------- ------- ------- Total ...................................................... $ 8,372 $ 8,373 $30,759 $30,805 ======= ======= ======= ======= Unrealized gain ............................................ $ 1 $ 46 ======= ======= December 31, 2000 Held to maturity Available for sale ---------------- ------------------ Amortized cost Fair value Amortized cost Fair value -------------- ---------- -------------- ---------- (dollars in thousands) U. S. Government and federal agencies .................... $ 12,371 $ 12,217 $ 38,599 $ 38,404 Tax exempt securities .................................... - - 814 810 Other equity securities .................................. - - 1,981 1,981 -------- -------- -------- -------- Total .................................................... $ 12,371 $ 12,217 $ 41,394 $ 41,195 ======== ======== ======== ======== Unrealized (loss) ........................................ $ (154) $ (199) ======== ======== 12 Loan portfolio The loan portfolio is primarily consumer and small business oriented. At March 31, 2001 the loan portfolio was $201,644,000 compared to $195,077,000 at December 31, 2000, a 3.7% or $7,182,000 increase. The following chart summarizes the loan portfolio at March 31, 2001 and December 31, 2000. Mar. 31, 2001 Dec. 31, 2000 ------------- ------------- (dollars in thousands) Real estate .............................. $117,975 $113,543 Commercial ............................... 53,475 52,264 Loans to individuals ..................... 30,194 29,270 -------- -------- Total .................................... $201,644 $195,077 ======== ======== Past Due and Non-Performing Assets CBI closely monitors past due loans and loans that are in non-accrual status and other real estate owned. Below is a summary of past due and non-performing assets at March 31, 2001 and December 31, 2000. Mar. 31, 2001 Dec. 31, 2000 ------------- ------------- (dollars in thousands) Past due 90 days + accruing loans ............ $582 $ 93 Non-accrual loans ............................ $239 $238 Impaired loans (included in nonaccrual) ...... $239 $238 Other real estate owned ...................... $ - $ - Management considers the past due and non-accrual amounts at March 31, 2001 to be reasonable in relation to the size of the portfolio and manageable in the normal course of business. The increase in accruing loans over 90 days past due is associated with a small number of loans and is not indicative, in the opinion of management, of any trend. CBI had no restructured loans during any of the above listed periods. Allowance for Loan Losses The Corporation operates three independent community banks in central South Carolina. Under the provisions of the National Bank Act each board of directors is responsible for determining the adequacy of its bank's loan loss allowance. In addition, each bank is supervised and regularly examined by the Office of the Comptroller of the Currency of the U. S. Treasury Department. As a normal part of a safety and soundness examination, the OCC examiners will assess and comment on the adequacy of a national bank's allowance for loan losses. The allowance presented in this discussion is on an aggregated basis. The nature of community banking is such that the loan portfolios will be predominantly comprised of small and medium size business and consumer loans. As community banks, there is a natural geographic concentration of loans within the Banks' respective city or county. Management at each bank monitors the loan concentrations and loan portfolio quality on an ongoing basis including, but not limited to: quarterly analysis of loan concentrations, monthly reporting of past dues, non-accruals, and watch loans, and quarterly reporting of loan charge-offs and recoveries. These efforts focus on historical experience and are bolstered by quarterly analysis of local and state economic conditions, which is part of the Banks' assessment of the adequacy of their allowances for loan losses. Management reviews its allowance for loan losses in three broad categories: commercial, real estate and installment loans. However, management does not believe it would be useful to maintain a separate allowance for each category. Instead management assigns an estimated risk percentage factor to each category in the computation of the overall allowance. In general terms, the real estate portfolio is subject to the least risk, followed by the commercial loan portfolio, followed by the installment loan portfolio. The Banks' internal and external loan review programs will from time to time identify loans that are subject to specific weaknesses and such loans will be reviewed for a specific loan loss allowance. 13 Based on the current levels of non-performing and other problem loans, management believes that loan charge-offs in 2001 will at least approximate the 2000 levels as such loans progress through the collection process. Management believes that the allowance for loan losses, as of March 31, 2001 is sufficient to absorb the expected charge-offs and provide adequately for the inherent losses that remain in the loan portfolio. Management will continue to closely monitor the levels of non-performing and potential problem loans and address the weaknesses in these credits to enhance the amount of ultimate collection or recovery of these assets. Management considers the levels and trends in non-performing and past due loans in determining how historical loan loss rates are adjusted. The aggregate allowance for loan losses of the banks and the aggregate activity with respect to those allowances are summarized in the following table. Quarter ended March Year ended Quarter ended March 31, 2001 Dec. 31, 2000 March 31, 2000 -------------- ------------- -------------- Allowance at beginning of period ........................... $ 2,424 $ 1,936 $ 1,936 Provision expense .......................................... 142 688 180 Net charge offs ............................................ (10) (200) (29) ------- ------- ------- Allowance at end of period ................................. $ 2,556 $ 2,424 $ 2,087 ======= ======= ======= Allowance / outstanding loans .............................. 1.26% 1.24% 1.22% Deposits Deposits were $228,222,000 at March 31, 2001 compared to $218,811,000 at December 31, 2000, an increase of 4.3% or $9,411,000. Time deposits greater than $100,000 were $46,672,000 at March 31, 2001 compared to $38,702,000 at December 31, 2000, an increase of 20.6% or $7,970,000. Liquidity Liquidity is the ability to meet current and future obligations through liquidation or maturity of existing assets or the acquisition of additional liabilities. Adequate liquidity is necessary to meet the requirements of customers for loans and deposit withdrawals in a timely and economical manner. The most manageable sources of liquidity are composed of liabilities, with the primary focus of liquidity management being the ability to attract deposits within the Orangeburg National Bank, Sumter National Bank, and Florence National Bank service areas. Core deposits (total deposits less certificates of deposit of $100,000 or more) provide a relatively stable funding base. Certificates of deposit of $100,000 or more are generally more sensitive to changes in rates, so they must be monitored carefully. Asset liquidity is provided by several sources, including amounts due from banks, federal funds sold, and investments available for sale. CBI and its banks maintain an available for sale investment and a held to maturity investment portfolio. While all these investment securities are purchased with the intent to be held to maturity, such securities are marketable and occasional sales may occur prior to maturity as part of the process of asset/liability and liquidity management. Such sales will generally be from the available for sale portfolio. Management deliberately maintains a short-term maturity schedule for its investments so that there is a continuing stream of maturing investments. CBI intends to maintain a short-term investment portfolio in order to continue to be able to supply liquidity to its loan portfolio and for customer withdrawals. CBI has substantially more liabilities (mostly deposits, which may be withdrawn) which mature in the next 12 months than it has assets maturing in the same period. However, based on its historical experience, and that of similar financial institutions, CBI believes that it is unlikely that so many deposits would be withdrawn, without being replaced by other deposits, that CBI would be unable to meet its liquidity needs with the proceeds of maturing assets. CBI through its banking subsidiaries also maintains federal funds lines of credit with correspondent banks, and is able to borrow from the Federal Home Loan Bank and from the Federal Reserve's discount window. CBI through its banking subsidiaries has a demonstrated ability to attract deposits from its markets. Deposits have grown from $30 million in 1989 to over $228 million in 2001. This base of deposits is the major source of operating liquidity. 14 CBI's long term liquidity needs are expected to be primarily affected by the maturing of long-term certificates of deposit. At March 31, 2001 CBI had approximately $23 million and $12 million in certificates of deposit and other interest bearing liabilities maturing in one to five years and over five years, respectively. CBI's assets maturing or repricing in the same periods were $107 million and $39 million, respectively. CBI expects to be able to manage its current balance sheet structure without experiencing any material liquidity problems. In the opinion of management, CBI's current and projected liquidity position is adequate. Capital resources As summarized in the table below, CBI maintains a strong capital position. March 31, 2001 Dec. 31, 2000 -------------- ------------- Tier 1 capital to average total assets .. 8.73% 8.20% Tier 1 capital to risk weighted assets .. 12.42% 11.10% Total capital to risk weighted assets ... 13.66% 12.30% In the opinion of management, the Company's current and projected capital positions are adequate. In each case the ratios exceed by a substantial margin the minimum regulatory requirement for being considered "well capitalized". Dividends CBI declared and paid a quarterly cash dividend of seven cents per share during the first quarter of 2001. The total cost of this dividend was $224,000. Item 3. Quantitative and Qualitative Disclosures about Market Risk Market risk is the risk of loss from adverse changes in market prices and rates. The Corporation's market risk arises principally from interest rate risk inherent in its lending, deposit and borrowing activities. Management actively monitors and manages its interest rate risk exposure. Although the Corporation manages other risks, such as credit quality and liquidity risk in the normal course of business, management considers interest rate risk to be its most significant market risk and this risk could potentially have the largest material effect on the Corporation's financial condition and results of operations. Other types of market risks such as foreign currency exchange risk and commodity price risk do not arise in the normal course of community banking activities. Achieving consistent growth in net interest income is the primary goal of the Corporation's asset/liability function. The Corporation attempts to control the mix and maturities of assets and liabilities to achieve consistent growth in net interest income despite changes in market interest rates. The Corporation seeks to accomplish this goal while maintaining adequate liquidity and capital. The Corporation's asset/liability mix is sufficiently balanced so that the effect of interest rates moving in either direction is not expected to be significant over time. The Corporation's Asset/Liability Committee uses a simulation model to assist in achieving consistent growth in net interest income while managing interest rate risk. The model takes into account interest rate changes as well as changes in the mix and volume of assets and liabilities. The model simulates the Corporation's balance sheet and income statement under several different rate scenarios. The model's inputs (such as interest rates and levels of loans and deposits) are updated on a quarterly basis in order to obtain the most accurate projection possible. The projection presents information over a twelve-month period. It reports a base case in which interest rates remain flat and reports variations that occur when rates increase and decrease 100 and 200 basis points. According to the model as of March 31, 2001 the Corporation is positioned so that net interest income will increase $817,000 and net income will increase $502,000 in the next twelve months if interest rates rise 300 basis points. Conversely, net interest income will decline $544,000 and net income will decline $335,000 in the next twelve months if interest rates decline 200 basis points. Computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates and loan prepayment, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Corporation could undertake in response to changes in interest rates. As of March 31, 2001 there was no significant change from the interest rate sensitivity analysis for the various changes in interest rates calculated as of December 31, 2000. The foregoing disclosures related to the market risk of the Company should be read in connection with Management's Discussion and Analysis of Financial Position and Results of Operations included in the 2000 Annual Report on Form 10-K. 15 Part II--Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None b) Reports on Form 8-K. None. 16 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. DATED: May 11, 2001 COMMUNITY BANKSHARES, INC. By: s/ E. J. Ayers, Jr., ---------------------------------------------- E. J. Ayers, Jr., Chief Executive Officer By: s/ William W. Traynham ---------------------------------------------- William W. Traynham President and Chief Financial Officer (Principal Accounting Officer) 17