Item 1. Business ________________________________________________________________________________
General
Eastern Virginia Bankshares, Inc. (the "Company" or "EVB") was organized and chartered under the laws of the Commonwealth of Virginia on September 5, 1997 and commenced operations on December 29, 1997 as a bank holding company. On December 29, 1997, the effective date, Southside Bank (SSB) a state chartered nonmember bank and Bank of Northumberland, Inc., (BNI) a state chartered Federal Reserve member bank, the "Banks", became wholly-owned subsidiaries of EVB. This form 10-K covers the first two full years of operations for the periods ended December 31, 1999 and 1998 and pro forma combined operations of the subsidiary companies for the year prior to the actual consolidation. Early in January, 2000, the Company filed applications with the FDIC, the Federal Reserve Bank and the State Corporation Commission for the opening of a new subsidiary named Hanover Bank. The new subsidiary is to be wholly owned by Eastern Virginia Bankshares and is scheduled to open in the second quarter of 2000. Hanover Bank was incorporated in December, 1999, but remained dormant until January, 2000.
The remainder of the response to this Item is incorporated by reference to the information under the captions "To Our Stockholders" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of EVB's Annual Report to Shareholders.
Employees
As of December 31, 1999, the subsidiary banks employed 137 full-time equivalent employees. EVB's success is highly dependent on its ability to attract and retain qualified employees. Competition for employees is intense in the financial services industry. The Company believes it has been successful in its efforts to recruit qualified employees, but there is no assurance that it will continue to be successful in the future. None of the Company's employees are subject to collective bargaining agreements. EVB believes relations with its employees are excellent.
Item 2.
Item 2. Properties ________________________________________________________________________________
The Company's principal executive offices are located at 307 Church Lane, Tappahannock, Virginia 22560. The corporate office is also the headquarters of SSB and is adjacent to a 5,400 square foot SSB operations center. The two subsidiary banks own 12 full service branch buildings including the land on which 11 of those buildings are located. Northumberland and Middlesex Counties each are the home to three of the branches. Essex County which houses the corporate offices is home to two branches while Hanover County, King William County, Caroline County and Gloucester County each have one full service branch office. All properties are in good condition.
Item 3.
Item 3. Legal Proceedings ________________________________________________________________________________
In the course of its operations, EVB and its subsidiaries are not aware of any material pending or threatened litigation, unasserted claims and/or assessments through December 31, 1999, or subsequent thereto. The only litigation in which EVB and its subsidiaries, the Banks, are involved are collection suits involving delinquent loan accounts in the normal course of business.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders ________________________________________________________________________________
No matters were submitted to a vote of security holders during the fourth quarter of 1999.
PART II
Item 5.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
________________________________________________________________________________
The information titled "Common Stock Performance and Dividends" set forth on page 44 of the 1999 Annual Report to Shareholders is incorporated herein by reference and is filed herewith as Exhibit 13.1.
Item 6.
Item 6. Selected Financial Data ________________________________________________________________________________
The information set forth on page 2 of the 1999 Annual Report to Shareholders is incorporated herein by reference and filed herewith as Exhibit 13.2.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ________________________________________________________________________________
The information set forth on pages 7-21 of the 1999 Annual Report to Shareholders is incorporated herein by reference and is filed herewith as Exhibit 13.3.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk ________________________________________________________________________________
The information set forth on pages 10-12 of the 1999 Annual Report to Shareholders is incorporated herein by reference and is filed herewith as Exhibit 13.3.
Item 8.
Item 8. Financial Statements and Supplementary Data ________________________________________________________________________________
The following financial statements for the Company and independent auditors' report set forth on pages 22-40 of the 1999 Annual Report to Shareholders are incorporated herein by reference and are filed herewith as Exhibit 13.4.
. Consolidated Balance Sheets as of December 31, 1998 and 1999
. Consolidated Statements of Income for the three years ended December 31,
. Consolidated Statements of Changes in Shareholders' Equity for the three years ended December 31, 1999
. Consolidated Statements of Cash Flows for the three years ended December 31, 1999
. Notes to Consolidated Financial Statements
. Independent Auditor's Report
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures ________________________________________________________________________________
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant ________________________________________________________________________________
The response to this Item required by Item 401 of Regulation S-K, with respect to directors, is incorporated by reference to the information under the caption "Election of Directors" on pages 1 through 5 of EVB's Proxy Statement for the 2000 annual meeting of shareholders and with respect to executive officers, is presented below.
Executive Officers of the Registrant - ------------------------------------
Following are the persons who were the executive officers of EVB as of December 31, 1999, their ages as of December 31, 1999, their current titles and positions held during the last five years:
Robert L. Covington, 74, is the Chairman of the Board of Directors of EVB and has been Chairman of the Board of BNI since 1991.
F. L. Garrett, III, 60, is the Vice-Chairman of the Board of Directors of EVB and Chairman of the Board of SSB of which he has been a member since 1982. He is an oysterman and a realtor in Essex County, VA
Thomas M. Boyd, Jr. 60 is the President and Chief Executive Officer of EVB. Mr. Boyd has served as the President and Chief Executive Officer of SSB since 1982.
Lewis R. Reynolds 49 is the Executive Vice President of EVB. Mr. Reynolds has served as the President and Chief Executive Officer of BNI since 1991.
Thomas E. Stephenson 45 is Chief Financial Officer of EVB. Mr. Stephenson has been Vice President and Chief Financial Officer of SSB since 1987.
Item 11.
Item 11. Executive Compensation ________________________________________________________________________________
The response to this Item is incorporated by reference to the information under the caption "Executive Compensation" on pages 3 and 4 of EVB's Proxy Statement for the 2000 annual meeting of shareholders .
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management ________________________________________________________________________________
The response to this Item is incorporated by reference to the information under the caption "Security Ownership of Management and Certain Beneficial Owners" on page 3 of EVB's Proxy Statement for the 2000 annual meeting of shareholders.
Item 13.
Item 13. Certain Relationships and Related Transactions ________________________________________________________________________________
The response to this Item is incorporated by reference to the information under the caption "Interest of Directors and Officers in Certain Transactions" on page 5 of EVB's Proxy Statement for the 2000 annual meeting of shareholders.
PART IV
Item 14.
Item 14. Exhibits, Financial Statements and Auditors' Report ________________________________________________________________________________
(a) Financial Statements and Schedules
The financial statements set forth under Item 8 of this report on Form 10-K are incorporated by reference. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
(b) Reports on Form 8-K No reports on Form 8-K were filed during 1999.
(c) Exhibit Listing
Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation (No changes - Articles of Incorporation filed with 1997 Form 10-K are incorporated by reference) 3.2 Bylaws 10 Employment Contracts of Certain Officers and Directors is incorporated by Reference to the information under the caption "Employment Contracts" on page 4 of the Company's Proxy Statement for the 2000 annual meeting of shareholders. 13.1 Quarterly Market Information Incorporated by Reference to page 44 of 1999 Annual Report to Shareholders ("1998 Annual Report") 13.2 Selected Financial Data Incorporated by Reference to Page 2 of 1999 Annual Report 13.3 Management's Discussion and Analysis of Financial Condition and Results of Operations Incorporated by Reference to Pages 7 through 21 of Annual Report 13.4 Financial Statements Incorporated by Reference to Pages 22 through 40 of Annual Report 21 Subsidiaries of the Registrant Incorporated by Reference to page 26 of Annual Report 27 Financial Data Schedule
Signatures
Pursuant to the requirements of Section 13 or 15 (d) 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, in the town of Tappahannock, State of Virginia, on March 16, 2000.
Eastern Virginia Bankshares, Inc.
By /s/ Thomas E. Stephenson -------------------------- Thomas E. Stephenson Vice President, Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on March 16, 2000.
Signature Title
/s/ Robert L. Covington Chairman of the Board of Directors - --------------------------------- Robert L. Covington
/s/ F. L. Garrett, III Vice Chairman of the Board of Directors - --------------------------------- F. L. Garrett, III
/s/ Thomas M. Boyd, Jr. President and Chief Executive Officer - --------------------------------- and Director Thomas M. Boyd, Jr.
/s/ Lewis R. Reynolds Executive Vice President and Director - --------------------------------- Lewis R. Reynolds
/s/ L. Edelyn Dawson, Jr. Director and Secretary of the Board - --------------------------------- L. Edelyn Dawson, Jr.
/s/ Warren Haynie, Jr. Director - --------------------------------- Warren Haynie, Jr.
/s/ W. Rand Cook Director - --------------------------------- W. Rand Cook
/s/ Eric A. Johnson Director - --------------------------------- Eric A. Johnson
/s/ William L. Lewis Director - --------------------------------- William L. Lewis
/s/ Leslie E. Taylor Director - --------------------------------- Leslie E. Taylor
/s/ Jay T. Thompson Director - --------------------------------- Jay T. Thompson
/s/ Thomas E. Stephenson Vice President, Chief Financial Officer - --------------------------------- Thomas E. Stephenson (Principal Financial and Accounting Officer)