Back to GetFilings.com



Table of Contents

 

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 Ended June 30, 2003

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                      .

 

Commission File No. 1-13652

 


 

First West Virginia Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

West Virginia   55-6051901

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1701 Warwood Avenue

Wheeling, West Virginia 26003

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (304) 277-1100

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 


 

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 report(s), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

 

Indicate by check-mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    ¨  Yes    x  No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     ¨  Yes    ¨  No    x  N/A

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practible date.

 

The number of shares outstanding of the issuer’s common stock as of August 8, 2003:

 

Common Stock, $5.00 Par Value, shares outstanding 1,538,443 shares

 



Table of Contents

FORM 10-Q INDEX

 

PART I—Financial Information

    

Item 1

   Financial Statements and Accompanying Notes    3 - 10

Item 2

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    11 - 26

Item 3

   Quantitative and Qualitative Disclosures About Market Risk    27

Item 4

   Controls and Procedures    27

PART II—Other Information

    

Item 1

   Legal Proceedings    28

Item 2

   Changes in Securities and Use of Proceeds    28

Item 3

   Defaults upon Senior Securities    28

Item 4

   Submission of matters to a Vote of Security Holders    28

Item 5

   Other Information    28

Item 6

   Exhibits and Reports on Form 8-K    28
            Exhibit Index    30
            Reports on Form 8-K    28
     Signatures    29


Table of Contents

First West Virginia Bancorp Inc.

CONSOLIDATED BALANCE SHEETS

 

    

June 30,

2003


   

December 31,

2002


 
     (Unaudited)        
ASSETS                 

Cash and due from banks

   $ 6,533,625     $ 6,030,503  

Due from banks—interest bearing

     208,800       66,993  
    


 


Total cash and cash equivalents

     6,742,425       6,097,496  

Federal funds sold

     7,062,000       6,403,000  

Investment securities

                

Available for sale (at fair value)

     109,676,157       100,377,179  

Held to maturity—fair value of $5,503,533 at June 30, 2003 and $7,969,329 at December 31, 2002

     5,211,625       7,687,930  

Loans

     138,395,385       136,771,760  

Less allowance for possible loan losses

     (2,111,965 )     (2,026,905 )
    


 


Net loans

     136,283,420       134,744,855  

Premises and equipment, net

     4,002,096       4,242,272  

Accrued income receivable

     1,307,601       1,284,939  

Intangible assets

     414,172       458,548  

Goodwill

     1,644,119       1,644,119  

Other assets

     1,914,030       1,413,846  
    


 


Total assets

   $ 274,257,645     $ 264,354,184  
    


 


LIABILITIES                 

Noninterest bearing deposits:

                

Demand

   $ 24,075,318     $ 21,491,703  

Interest bearing deposits:

                

Demand

     33,506,246       34,406,861  

Savings

     88,610,123       78,270,985  

Time

     93,863,797       97,206,033  
    


 


Total deposits

     240,055,484       231,375,582  
    


 


Federal funds purchased and repurchase agreements

     9,572,921       9,037,802  

Accrued interest payable

     415,977       493,269  

Other liabilities

     949,717       987,898  
    


 


Total liabilities

     250,994,099       241,894,551  
    


 


STOCKHOLDERS’ EQUITY                 

Common Stock—2,000,000 shares authorized at $5 par value 1,538,443 shares issued at June 30, 2003 and December 31, 2002

     7,692,215       7,692,215  

Surplus

     4,982,606       4,982,606  

Retained Earnings

     9,322,881       8,566,520  

Accumulated other comprehensive income

     1,265,844       1,218,292  
    


 


Total stockholders’ equity

     23,263,546       22,459,633  
    


 


Total liabilities and stockholders’ equity

   $ 274,257,645     $ 264,354,184  
    


 


 

The accompanying notes are an integral part of the financial statements

 

3


Table of Contents

First West Virginia Bancorp Inc.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


     2003

   2002

    2003

   2002

INTEREST INCOME

                            

Interest and fees on loans and lease financing:

                            

Taxable

   $ 2,199,262    $ 2,404,739     $ 4,426,443    $ 4,666,971

Tax-exempt

     150,670      127,030       292,596      246,352

Investment securities:

                            

Taxable

     775,666      901,946       1,597,974      1,723,952

Tax-exempt

     172,083      154,253       345,467      314,413

Dividends

     5,133      5,615       9,400      13,185

Other interest income

     6,051      38,350       9,478      78,046

Interest on federal funds sold

     22,306      27,788       46,120      59,125
    

  


 

  

Total interest income

     3,331,171      3,659,721       6,727,478      7,102,044

INTEREST EXPENSE

                            

Deposits

     1,132,513      1,268,883       2,302,876      2,517,719

Other borrowings

     37,715      31,605       71,887      56,243
    

  


 

  

Total interest expense

     1,170,228      1,300,488       2,374,763      2,573,962
    

  


 

  

Net interest income

     2,160,943      2,359,233       4,352,715      4,528,082

PROVISION FOR POSSIBLE LOAN LOSSES

     75,000      150,000       165,000      300,000
    

  


 

  

Net interest income after provision for possible loan losses

     2,085,943      2,209,233       4,187,715      4,228,082

NONINTEREST INCOME

                            

Service charges and other fees

     182,776      170,156       349,104      308,251

Securities gains (losses), net

     105,200      (4,974 )     105,200      12,503

Other operating income

     81,956      70,974       180,746      161,938
    

  


 

  

Total noninterest income

     369,932      236,156       635,050      482,692

NONINTEREST EXPENSE

                            

Salary and employee benefits

     798,380      792,129       1,594,124      1,490,108

Net occupancy expense of premises

     234,278      261,426       484,113      482,563

Other operating expenses

     498,924      448,080       1,002,761      949,262
    

  


 

  

Total noninterest expense

     1,531,582      1,501,635       3,080,998      2,921,933
    

  


 

  

Income before income taxes

     924,293      943,754       1,741,767      1,788,841
    

  


 

  

INCOME TAXES

     233,564      270,691       431,567      504,814
    

  


 

  

Net income

   $ 690,729    $ 673,063     $ 1,310,200    $ 1,284,027
    

  


 

  

WEIGHTED AVERAGE SHARES OUTSTANDING

     1,538,443      1,538,443       1,538,443      1,538,443
    

  


 

  

EARNINGS PER COMMON SHARE

   $ 0.45    $ 0.44     $ 0.85    $ 0.84
    

  


 

  

 

The accompanying notes are an integral part of the financial statements

 

4


Table of Contents

First West Virginia Bancorp Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

     Common Stock

   Surplus

   Retained
Earnings


    Accumulated
Other
Comprehensive
Income


   Comprehensive
Income


   Total

 
     Shares

   Amount

             

Balance, December 31, 2002

   1,538,443    $ 7,692,215    $ 4,982,606    $ 8,566,520     $ 1,218,292    $      $ 22,459,633  

Comprehensive income

                                                 

Net income for the six months ended June 30, 2003

   —        —        —        1,310,200       —        1,310,200      1,310,200  

Other comprehensive income, net of tax

                                                 

Unrealized gains on securities, net of reclassification adjustment (see disclosure)

   —        —        —        —         47,552      47,552      47,552  
                                      

        

Comprehensive income

                                     $ 1,357,752         
                                      

        

Cash dividend ($.36 per share)

   —        —        —        (553,839 )     —               (553,839 )
    
  

  

  


 

         


Balance, June 30, 2003

   1,538,443    $ 7,692,215    $ 4,982,606    $ 9,322,881     $ 1,265,844           $ 23,263,546  
    
  

  

  


 

         


     Common Stock

   Surplus

   Retained
Earnings


    Accumulated
Other
Comprehensive
Income


   Comprehensive
Income


   Total

 
     Shares

   Amount

             

Balance, December 31, 2001

   1,538,443    $ 7,692,215    $ 4,982,606    $ 6,954,229     $ 619,918    $      $ 20,248,968  

Comprehensive income

                                                 

Net income for the six months ended June 30, 2002

   —        —        —        1,284,027       —        1,284,027      1,284,027  

Other comprehensive income, net of tax

                                                 

Unrealized gains on securities, net of reclassification adjustment (see disclosure)

   —        —        —        —         264,718      264,718      264,718  
                                      

        

Comprehensive income

                                     $ 1,548,745         
                                      

        

Cash dividend ($.34 per share)

   —        —        —        (523,071 )     —               (523,071 )
    
  

  

  


 

         


Balance, June 30, 2002

   1,538,443    $ 7,692,215    $ 4,982,606    $ 7,715,185     $ 884,636           $ 21,274,642  
    
  

  

  


 

         


 

     For the six months ended
June 30,


     2003

   2002

Disclosure of reclassification amount, net of tax:

             

Unrealized holding gains arising during the period

   $ 113,165    $ 272,555

Less: reclassification adjustment for gains included in net income

     65,613      7,837
    

  

Net unrealized gains on securities

   $ 47,552    $ 264,718
    

  

 

The accompanying notes are an integral part of the financial statements

 

5


Table of Contents

First West Virginia Bancorp Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended June 30,

 
     2003

    2002

 

OPERATING ACTIVITIES

                

Net Income

   $ 1,310,200     $ 1,284,027  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Provision for loan losses

     165,000       300,000  

Depreciation and amortization

     217,625       207,187  

Amortization (accretion) of investment securities, net

     454,112       (3,605 )

Investment security gains

     (105,200 )     (12,503 )

Gain on sales of premises and equipment, net

     (436 )     —    

Increase in interest receivable

     (22,662 )     (41,236 )

Decrease in interest payable

     (77,292 )     (161 )

Other, net

     (576,718 )     (257,160 )
    


 


Net cash provided by operating activities

     1,364,629       1,476,549  
    


 


INVESTING ACTIVITIES

                

Net (increase) decrease in federal funds sold

     (659,000 )     2,218,000  

Net increase in loans, net of charge-offs

     (1,710,732 )     (4,820,885 )

Proceeds from sales of securities available for sale

     3,032,086       3,756,465  

Proceeds from maturities of securities available for sale

     58,948,000       124,322,000  

Proceeds from maturities of securities held to maturity

     2,485,000       415,000  

Principal collected on mortgage-backed securities

     20,386,890       6,916,799  

Purchases of securities available for sale

     (91,937,654 )     (144,891,703 )

Recoveries on loans previously charged-off

     7,167       19,044  

Cash acquired in purchase of branch office

     —         9,063,065  

Purchases of premises and equipment

     (92,110 )     (477,004 )

Proceeds from sale of premises and equipment

     159,471       —    
    


 


Net cash used by investing activities

     (9,380,882 )     (3,479,219 )
    


 


FINANCING ACTIVITIES

                

Net increase in deposits

     8,679,902       1,573,315  

Dividends paid

     (553,839 )     (523,071 )

Increase in short term borrowings

     535,119       415,963  
    


 


Net cash provided by financing activities

     8,661,182       1,466,207  
    


 


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     644,929       (536,463 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

     6,097,496       15,494,716  
    


 


CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 6,742,425     $ 14,958,253  
    


 


Supplemental Disclosures:

                

Cash Paid for Interest

   $ 2,452,055     $ 2,574,123  

Cash Paid for Income Taxes

   $ 354,599     $ 562,263  

 

The accompanying notes are an integral part of the financial statements

 

6


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1—Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited consolidated interim financial statements of First West Virginia Bancorp, Inc. (the “Company”) and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. The accounting and reporting policies followed are consistent with those used in preparation of the corporation’s 2002 Annual Report. In the opinion of management, adjustments ( all of which are normal and recurring in nature) necessary to present fairly the financial position and the results of operations were made. The notes to the financial statements contained in the Annual Report for December 31, 2002, should be read in conjunction with these financial statements.

 

Income Taxes

 

The provision for income taxes is at a rate which management believes will approximate the effective rate for the year.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the 2003 presentation.

 

Recent Accounting Pronouncements

 

The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”)No. 143, “Accounting for Asset Retirement Obligations,” which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement requires an entity to recognize the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Initial application of this statement is as of the beginning of an entity’s fiscal year. The adoption of SFAS No. 143 did not have a material impact on the Company.

 

The FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value when the liability is incurred. This statement nullifies Emerging Issues Task Force Issue No. 94-3, which required the recognition of a liability for an exit cost at the date of an entity’s commitment to an exit plan. The effective date of this statement is for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of this Statement did not have a material impact on the Company.

 

The FASB issued SFAS No. 147, “Acquisitions of Certain Financial Institutions.” Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both SFAS No. 72, “Accounting for Certain Acquisitions of Banking and Thrift Institutions” and FASB Interpretation No. 9, “Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method.” SFAS No. 147 requires that these transactions be accounted for in accordance with FASB Statements No. 141, “Business Combinations” and No. 142, “Goodwill and Other Intangible Assets.” This statement also amends SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower- relationship intangible assets and credit cardholder intangible assets. The effective date of this Statement is generally for activities on or after October 1, 2002.

 

7


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1—Accounting Policies (Continued)

 

As a result of adopting FASB No. 147, the Company reclassified approximately $1.6 million of previously unidentifiable intangible assets to goodwill and ceased the regularly scheduled amortization expense of those intangible assets. The transition provisions of this pronouncement required the Company to adjust all interim and annual financial statements issued after January 1, 2002, the date of initial adoption of SFAS No. 142, “Goodwill and Other Intangible Assets.” As such, the following table illustrates the effect of the adoption of SFAS No. 147 on net income for the three and six months ended June 30, 2002 presented in the preceding interim financial statement:

 

     June 30, 2002

     Three Months
Ended


   Six Months
Ended


Net income:

             

Reported net income

   $ 636,357    $ 1,247,321

Add back goodwill amortization (net of tax)

     36,706      36,706
    

  

Adjusted net income

   $ 673,063    $ 1,284,027
    

  

Earnings per common share:

             

Reported earnings per share

   $ 0.41    $ 0.81

Add back goodwill amortization (net of tax)

     0.03      0.03
    

  

Adjusted earnings per share

   $ 0.44    $ 0.84
    

  

 

On December 31, 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”, which amends SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. Under the provisions of SFAS No. 123, companies that adopted the preferable, fair value based method were required to apply that method prospectively for new stock option awards. This contributed to a “ramp-up” effect on stock-based compensation expense in the first few years following adoption, which caused concern for companies and investors because of the lack of consistency in reported results. To address that concern, SFAS No. 148 provides two additional methods of transition that reflect an entity’s full complement of stock-based compensation expense immediately upon adoption, thereby eliminating the ramp-up effect. SFAS No. 148 also improves the clarity and prominence of disclosures about the pro forma effects of using the fair value based method of accounting for stock-based compensation for all companies—regardless of the accounting method used—by requiring that the data be presented more prominently and in a more user-friendly format in the footnotes to the financial statements. In addition, the statement improves the timeliness of those disclosures by requiring that this information be included in interim as well as annual financial statements. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The adoption of SFAS No. 148 did not have a material impact on the Company.

 

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. This interpretation clarifies that a guarantor is required to disclose (a) the nature of the guarantee, including the approximate term of the guarantee, how the guarantee arose, and the events or circumstances that would require the guarantor to perform under the guarantee; (b) the maximum potential amount of future payments under the guarantee; (c) the carrying amount of the liability, if any, for the guarantor’s obligations

 

8


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1—Accounting Policies (Continued)

 

under the guarantee; and (d) the nature and extent of any recourse provisions or available collateral that would enable the guarantor to recover the amounts paid under the guarantee. This interpretation also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The objective of the initial measurement of that liability is the fair value of the guarantee at its inception. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor’s fiscal year end. The disclosure requirements in this interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. Adoption did not have a material impact on the Company.

 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” which addresses whether certain types of entities, referred to as variable interest entities (“VIE”), should be consolidated in a company’s financial statements. A VIE is an entity that either (1) has equity investors that lack certain essential characteristics of a controlling financial interest (including the ability to control the entity, the obligation to absorb the entity’s expected losses and the right to receive the entity’s expected residual returns), or (2) lacks sufficient equity to finance its own activities without financial support provided by other entities, which in turn would be expected to absorb at least some of the expected losses of the VIE. An entity should consolidate a VIE if it stands to absorb a majority of the VIE’s expected losses or to receive a majority of the VIE’s expected residual returns. The Company adopted the Interpretation for relationships with VIE’s that begin on or after February 1, 2003. The implementation of the consolidation guidance did not have a material effect on the Company.

 

On April 30, 2003, the FASB issued SFAS No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” The statement amends and clarifies accounting for derivative instruments embedded in other contracts, and for hedging activities under Statement 133. The amendments improve financial reporting by requiring that contracts with comparable characteristics be accounted for similarly. The statement also clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. The statement is generally effective for contracts entered into or modified after June 30, 2003. Management does not believe the adoption of SFAS No. 149 will have a material impact on the Company.

 

In May 2003, the FASB issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” The statement improves the accounting for certain financial instruments that, under previous guidance, could be accounted for as equity and requires that those instruments be classified as liabilities. This statement affects accounting for three types of freestanding financial instruments. One type is mandatorily redeemable shares, which the issuing company is obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts, involves instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets. The third type, are instruments whose obligations can be settled with shares, the monetary value is fixed , tied solely or predominately to a variable such as a market index, or varies inversely with the value of the isuuers’ shares. SFAS No. 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. Most of the guidance is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Management does not believe the adoption of SFAS No. 150 will have a material impact on the Company.

 

9


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1—Accounting Policies (Continued)

 

Forward-Looking Information

 

Certain information contained in this report, which are not historical facts, may be forward-looking statements that involve risks and uncertainties. These statements are subject to important factors that could cause action results to differ materially from those contemplated by such statements, including without limitation, the effect of changing economic conditions, changes in interest rates, changes in lending activities, changes in state and federal regulations, and other external factors which may materially impact the Company’s operational and financial performance.

 

10


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

First West Virginia Bancorp, Inc., a West Virginia corporation headquartered in Wheeling, West Virginia, has one wholly-owned subsidiary: Progressive Bank, N.A., which operates in Wheeling, Wellsburg, Moundsville, New Martinsville, Buckhannon and Weston, West Virginia and Bellaire, Ohio. Following is a discussion and analysis of the significant changes in the financial condition and results of operations of First West Virginia Bancorp, Inc., (the Holding Company), and its subsidiary for the three months and six months ended June 30, 2003 and 2002. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, Notes, and tables contained in this report, as well as with the Holding Company’s Annual Report contained on Form 10-K for the year ended December 31, 2002.

 

Results of Operations

 

The Holding Company reported net income of $1,310,200 or $.85 per share for the six months ended June 30, 2003 compared to $1,284,027 or $.84 per share for the same period during 2002. The increase of $26,173 or 2.0% in earnings was primarily due to the increase in noninterest income and the decrease in the provision for loan losses, offset in part by increased operating expenses and the decrease in net interest income for the six months ended June 30, 2003 as compared to the same period in 2002. The Holding Company’s return on average assets (ROA) was .98% for the first six months of 2003 as compared to 1.07% for the same period in 2002. The annualized return on average equity (ROE) was 12.28% for the first six months of 2003 as compared to 13.00% for the same period in 2002.

 

For the second quarter of 2003, net income was $690,729 or $.45 per share as compared to $673,063 or $.44 per share for the same period in 2002. The increase in earnings of $17,666 or 2.6% was primarily due to the increase in noninterest income and the decrease in the provision for loan losses, offset in part by the increase in noninterest expense and the decrease in net interest income. The ROA was 1.01% for the three months ended June 30, 2003 as compared to 1.07% for the same period of the prior year. For the three months ended June 30, 2003 compared to June 30, 2002, the ROE was 12.78% and 13.44%, respectively.

 

Table One is a summary of Selected Financial Data of the Holding Company. The sections that follow discuss in more detail the information summarized in Table One.

 

Net Interest Income

 

Net interest income, which is the difference between interest earned on loans and investments and interest paid on deposits and other liabilities, is the primary source of earnings for the Holding Company. Changes in the volume and mix of earning assets and interest bearing liabilities combined with changes in market rates of interest greatly effect net interest income. Tables Two and Three present the average balance sheet and interest rate analysis for the three and six months ended June 30, 2003 and 2002.

 

For the six months ended June 30, 2003, net interest income was $4,352,715, a decrease of $175,367 or 3.9%, from the same period in 2002. The decrease in net interest income was primarily due to the decrease in the interest earned on loans and investment securities, offset in part by a decline in interest rates paid on deposit liabilities.

 

Interest income decreased $374,566 or 5.3% for the first six months of 2003 compared to the same period of the prior year. Interest and fees on loans decreased $194,284 or 4.0% for the six month period ended June 30, 2003 as compared to the same period in 2002. The taxable equivalent yield on loans declined .56%, from 7.86% at December 31, 2002 to 7.30% at June 30, 2003. The decline in the taxable equivalent yield was largely due to the decrease in the interest rates earned on loans offset in part by an increase in the average loan volume. Interest income on investment securities decreased $94,924 or 4.7% during the six months ended June 30, 2003 over 2002. The taxable equivalent average yield on investment securities decreased .88%, from 4.79% at December 31, 2002 to 3.91% at June 30, 2003. The decline in the taxable equivalent yield was primarily attributable to the decrease in the interest rates paid on investment securities, offset in part by an increase in the average volume of investment securities.

 

11


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Table One

SELECTED FINANCIAL DATA

(Unaudited, figures in thousands, except per share data)

 

    

Three months ended

June 30,


   

Six months ended

June 30,


   

Year ended

December 31,


 
     2003

    2002

    2003

    2002

    2002

 

SUMMARY OF OPERATIONS

                                        

Total interest income

   $ 3,331     $ 3,659     $ 6,728     $ 7,102     $ 14,309  

Total interest expense

     1,170       1,300       2,375       2,574       5,101  

Net interest income

     2,161       2,359       4,353       4,528       9,208  

Provision for loan losses

     75       150       165       300       540  

Total other income

     370       236       635       483       1,033  

Total other expenses

     1,532       1,501       3,081       2,922       6,062  

Income before income taxes

     924       944       1,742       1,789       3,639  

Net income

     691       673       1,310       1,284       2,674  

PER SHARE DATA

                                        

Net income

   $ 0.45     $ 0.44     $ 0.85     $ 0.84     $ 1.74  

Cash dividends declared

     0.18       0.17       0.36       0.34       0.69  

Book value per share

     15.12       13.83       15.12       13.83       14.60  

AVERAGE BALANCE SHEET SUMMARY

                                        

Total loans, net

   $ 135,871     $ 131,062     $ 135,767     $ 127,482     $ 131,383  

Investment securities

     115,622       91,742       112,261       86,049       93,962  

Deposits—Interest Bearing

     217,596       200,168       215,103       192,186       200,170  

Stockholders’ equity

     21,691       20,092       21,520       19,911       20,302  

Total Assets

     273,845       251,694       270,265       242,331       252,543  

SELECTED RATIOS

                                        

Return on average assets

     1.01 %     1.07 %     .98 %     1.07 %     1.06 %

Return on average equity

     12.78 %     13.44 %     12.28 %     13.00 %     13.17 %

Average equity to average assets

     7.92 %     7.98 %     7.96 %     8.22 %     8.04 %

Dividend payout ratio

     40.00 %     38.64 %     42.35 %     40.48 %     39.66 %

Loan to Deposit ratio

     57.65 %     59.16 %     57.65 %     59.16 %     59.11 %

 

     June 30,

   December 31,

BALANCE SHEET


   2003

   2002

   2002

Investments

   $ 114,888    $ 92,122    $ 108,065

Loans

     138,395      130,743      136,772

Other assets

     20,975      27,816      19,517
    

  

  

Total Assets

   $ 274,258    $ 250,681    $ 264,354
    

  

  

Deposits

   $ 240,055    $ 220,998    $ 231,376

Federal funds purchased and repurchase agreements

     9,573      6,954      9,038

Other liabilities

     1,366      1,454      1,480

Stockholders’ equity

     23,264      21,275      22,460
    

  

  

Total Liabilities and Stockholders’ Equity

   $ 274,258    $ 250,681    $ 264,354
    

  

  

 

12


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Net Interest Income—Continued

 

During the six months ended June 30, 2003, interest expense decreased $199,199 or 7.7% as compared to the same period in 2002. The average yield paid on interest bearing liabilities decreased .32%, from 2.45% at December 31, 2002 to 2.13% at June 30, 2003. The decrease in the interest rates paid on interest bearing liabilities, which were offset in part by the increase in the average volume of interest bearing liabilities primarily contributed to the decline in interest expense during the first six months of 2003.

 

The changes in the volume and mix of earning assets and interest bearing liabilities combined with the changes in the market rates of interest resulted in taxable equivalent net interest yields on average earning assets of 3.74% for the six month period ended June 30, 2003 as compared to 4.15% at December 31, 2002.

 

For the three months ended June 30, 2003, net interest income was $2,160,943, a decrease of $198,290 or 8.4%, from the same period in 2002. The decrease in net interest income was primarily due to the decrease in the interest earned on loans and investment securities, offset in part by a decline in interest rates paid on deposit liabilities.

 

Interest income decreased $328,550 or 9.0% during the second quarter of 2003 as compared to the same period of the prior year. Interest and fees on loans decreased $181,837 or 7.2% for the three months ended June 30, 2003 as compared to the same period in 2002. The taxable equivalent yield on loans declined .63%, from 7.86% at December 31, 2002 to 7.23% at June 30, 2003. The decline in the taxable equivalent yield was largely due to the decrease in the interest rates earned on loans offset in part by an increase in the average loan volume. Interest income on investment securities decreased $108,450 or 10.3% during the three months ended June 30, 2003 over 2002. The taxable equivalent average yield on investment securities decreased 1.11%, from 4.79% at December 31, 2002 to 3.68% at June 30, 2003. The decline in the taxable equivalent yield was primarily attributable to the decrease in the interest rates paid on investment securities, offset in part by an increase in the average volume of investment securities.

 

During the three months ended June 30, 2003, interest expense decreased $130,260 or 10.0% as compared to the same period in 2002. The average yield paid on interest bearing liabilities decreased .39%, from 2.45% at December 31, 2002 to 2.06% at June 30, 2003. The decrease in the interest rates paid on interest bearing liabilities, which were offset in part by the increase in the average volume of interest bearing liabilities primarily contributed to the decline in interest expense during the second quarter of 2003.

 

The taxable equivalent net interest yields on average earning assets was 3.64% for the three month period ended June 30, 2003 as compared to 4.15% at December 31, 2002.

 

Noninterest Income

 

Noninterest income increased $152,358 or 31.6% for the six months ended June 30, 2003 as compared to the same period of the prior year. The increase in noninterest income was primarily due to gains on sales of investment securities available for sale and the increase in service charge income for the first six months of 2003.

 

Sales of investment securities for the six months ended June 30, 2003 were primarily the result of sales by the Holding Company and its subsidiary bank. The Holding Company accounted for securities gains of $1,712 and securities losses of $13,849 during the period ended June 30, 2003 and securities gains of $1,344 and securities losses of $1,107 during the period ended June 30, 2002 and those sales were attributable to sales of marketable equity securities. The subsidiary bank accounted for securities gains of $118,944 and securities losses of $1,607 during the period ended June 30, 2003 and securities gains of $28,341 and securities losses of $16,075 during the period ended June 30, 2002 and those sales were attributable to sales of securities available for sale.

 

13


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Noninterest Income—Continued

 

Service charges increased $40,853 during the six months ended June 30, 2003, up 13.3%, from the same period in 2002. Service charges and other fees represent the major component of noninterest income. These charges are earned from assessments made on checking and savings accounts.

 

During the six months ended June 30, 2003, other operating income increased $18,808 or 11.6% compared to the same period in 2002. Other operating income represents fees from safe deposit box rentals, sales of checkbooks, sales of cashiers’ checks and money orders, utility collections, ATM charges and card fees, home equity credit line fees, credit life commissions, credit card fees and commissions and various other charges and fees related to normal customer banking relationships. The increase in other operating income primarily resulted from increases in checkbook sales and ATM fees, and were offset in part by a decrease in other credit card income for the first six months of 2003 as compared to the same period in 2002.

 

For the second quarter of 2003, noninterest income increased $133,776 or 56.7% as compared to the same period of the prior year. The increase in noninterest income was primarily due to gains on sales of investment securities available for sale by the Holding Company’s subsidiary bank for the second quarter of 2003 as compared to the prior year.

 

For the second quarter of 2003, sales of investment securities were primarily the result of sales by the Holding Company and its subsidiary bank. The Holding Company accounted for securities gains of $1,712 and securities losses of $13,849 during the second quarter of 2003 and securities losses of $11 during the second quarter of 2002 and those sales were attributable to sales of marketable equity securities. The subsidiary bank accounted for securities gains of $118,944 and securities losses of $1,607 during the second quarter of 2003 and securities gains of $10,624 and securities losses of $15,587 during the second quarter of 2002 and those sales were attributable to sales of securities available for sale.

 

Service charges increased $12,620 during the second quarter of 2003, up 7.4%, from the same period in 2002. These charges are earned from assessments made on checking and savings accounts.

 

During the second quarter of 2003, other operating income increased $10,982 or 15.5% compared to the same period in 2002. The increase in other operating income primarily resulted from increases in checkbook sales and ATM fees for the second quarter of 2003 as compared to the same period in 2002.

 

For the six months ended June 30, 2003, noninterest expense increased $159,065 or 5.4% as compared to the same period of the prior year. Salary and employee benefits increased $104,016 or 7.0% for the six months ended June 30, 2003 as compared to the same period in the prior year. The increase was primarily attributable to the hiring of additional loan personnel combined with normal annual merit adjustments. A loan administration department was established at the subsidiary bank in order to centralize operations which required the hiring of additional personnel in the lending area. Other operating expenses increased $53,499 or 5.6%, for the six month period ended June 30, 2003 as compared to the same period in the prior year. Increased service expense, regulatory assessment and deposit insurance, other taxes and other operating expenses, offset in part by decreased directors’ fees, postage and transportation expense, advertising expense, and stationery and supplies expense primarily contributed to the increase in other operating expenses for the six months ended June 30, 2003 as compared to the same period in the prior year.

 

14


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Non-Interest Expense

 

For the three months ended June 30, 2003 as compared to the same period of the prior year, noninterest expense increased $29,947 or 2.0% and was primarily due to the increase in other operating expenses and salary and employee benefits, offset in part by the decrease in occupancy expenses. Other operating expenses increased $50,844, or 11.4%, for the three month period ended June 30, 2003 as compared to the same period in the prior year. Increases in directors’ fees, other taxes, service expense, postage and transportation expense, regulatory assessment and deposit insurance, stationery and supplies expense and other operating expenses, offset in part by the decrease in advertising expense primarily contributed to the increase in other operating expenses during the three month period ended June 30, 2003. During the quarter ended June 30, 2003, salary and employee benefits increased $6,251 or .8%. The increase was primarily due to normal annual merit adjustments in salaries. Occupancy expenses decreased $27,148 or 10.4% during the second quarter of 2003 compared to the same period in 2002.

 

Income Taxes

 

For the six months ended June 30, 2003, income tax expense was $431,567, a decrease of 14.5% compared to the same period in 2002. Income tax expense decreased primarily due to an increase in tax exempt income of $77,298 combined with the decrease in pre-taxable income of $47,074 during the first six months of 2003 over the same period in 2002. Components of the income tax expense for June 30, 2003 were $346,727 for federal taxes and $84,840 for West Virginia corporate net income taxes.

 

Income tax expense for the three months ended June 30, 2003 was $233,564, a decrease of 13.7% over the same period in 2002. Income tax expense decreased primarily due to an increase in tax exempt income of $41,470 combined with the decrease in pre-taxable income of $19,461 during the second quarter of 2003 as compared to the same period in 2002.

 

For federal income tax purposes, tax-exempt income is based on qualified state, county, and municipal bonds and loans. Tax-exempt income was $322,753 and $281,283 for the three month periods ended June 30, 2003 and 2002, respectively. For the six months ended June 30, 2003 and 2002, tax exempt income was $638,063 and $560,765, respectively.

 

Federal income tax rates and West Virginia corporate net income tax rates remain consistent at 34% and 9%, for the three and six months ended June 30, 2003 and 2002 and for the year ended December 31, 2002.

 

15


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Table Two

 

Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential

 

The following table presents an average balance sheet, interest earned on interest bearing assets, interest paid on interest bearing liabilities, average interest rates and interest differentials for the six months ended June 30, 2003 and June 30, 2002 and the year ended December 31, 2002. Average balance sheet information as of June 30, 2003 and June 30, 2002 and the year ended December 31, 2002 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Average yields on investment securities available for sale have been calculated based on amortized costs. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status classification. Average rates were annualized for the six month periods ended June 30, 2003 and 2002.

 

    

For the six

months ended

June 30, 2003


   December 31, 2002

  

For the six

months ended

June 30, 2002


     Average
Volume


    Interest

   Average
Rate


   Average
Volume


    Interest

   Average
Rate


   Average
Volume


     Interest

   Average
Rate


ASSETS:

                                                            

Investment securities:

                                                            

U.S. Treasury and other U. S. Government agencies

   $ 40,065     $ 639    3.22%    $ 32,533     $ 1,260    3.87%    $ 30,473      $ 627    4.15%

Mortgage-backed securities

     45,714       747    3.30%      37,352       1,718    4.60%      31,608        847    5.40%

Obligations of states and political subdivisions

     19,584       373    3.84%      16,676       699    4.19%      16,076        347    4.35%

Other securities

     6,898       184    5.38%      7,401       405    5.47%      7,892        217    5.54%
    


 

  
  


 

  
  


  

  

Total Investment securities:

     112,261       1,943    3.49%      93,962       4,082    4.34%      86,049        2,038    4.78%

Interest bearing deposits

     696       4    1.16%      7,070       113    1.60%      9,066        73    1.62%

Federal funds sold

     8,186       46    1.13%      7,227       112    1.55%      7,432        59    1.60%

Loans, net of unearned income

     135,767       4,719    7.01%      131,383       9,969    7.59%      127,482        4,913    7.77%

Other earning assets

     838       15    3.61%      723       33    4.56%      709        19    5.40%
    


 

  
  


 

  
  


  

  

Total earning assets

     257,748       6,727    5.26%      240,365       14,309    5.95%      230,738        7,102    6.21%

Cash and due from banks

     5,396                   5,554                   5,285              

Bank premises and equipment

     4,076                   4,242                   4,203              

Other assets

     5,135                   4,245                   3,862              

Allowance for possible loan losses

     (2,090 )                 (1,863 )                 (1,757 )            
    


             


             


           

Total Assets

   $ 270,265                 $ 252,543                 $ 242,331              
    


             


             


           

LIABILITIES

                                                            

Certificates of deposit

   $ 95,849     $ 1,734    3.65%    $ 95,247     $ 3,856    4.05%    $ 91,179      $ 1,968    4.35%

Savings deposits

     84,431       501    1.20%      71,989       907    1.26%      69,834        448    1.29%

Interest bearing demand deposits

     34,823       68    0.39%      32,934       205    .62%      31,173        102    0.66%

Federal funds purchased and Repurchase agreements

     9,369       72    1.55%      8,340       133    1.59%      7,647        56    1.48%
    


 

  
  


 

  
  


  

  

Total interest bearing liabilities

     224,472       2,375    2.13%      208,510       5,101    2.45%      199,833        2,574    2.60%

Demand deposits

     22,718                   22,136                   21,055              

Other liabilities

     1,555                   1,595                   1,532              
    


             


             


           

Total Liabilities

     248,745                   232,241                   222,420              

STOCKHOLDERS’ EQUITY

     21,520                   20,302                   19,911              
    


             


             


           

Total Liabilities and Stockholders’ Equity

   $ 270,265                 $ 252,543                 $ 242,331              
    


             


             


           

Net yield on earning assets

           $ 4,352    3.40%            $ 9,208    3.83%             $ 4,528    3.96%
            

  
          

  
           

  

 

The fully taxable equivalent basis of interest income from obligations of states and political subdivisions has been determined using a combined Federal and State corporate income tax rate of 40% for the six months ended June 30, 2003 and 2002, and the year ended December 31, 2002, respectively. The effect of this adjustment is presented below (in thousands).

 

Investment securities

   $ 112,261    $ 2,174    3.91 %   $ 93,962    $ 4,503    4.79 %   $ 86,049    $ 2,248    5.27 %

Loans

     135,767      4,914    7.30 %     131,383      10,327    7.86 %     127,482      5,078    8.03 %
    

  

  

 

  

  

 

  

  

Total earning assets

   $ 257,748    $ 7,153    5.60 %   $ 240,365    $ 15,088    6.28 %   $ 230,738    $ 7,477    6.53 %
    

  

  

 

  

  

 

  

  

Taxable equivalent net yield on earning assets

          $ 4,778    3.74 %          $ 9,987    4.15 %          $ 4,903    4.29 %
           

  

        

  

        

  

 

16


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Table Three

 

Distribution of Assets, Liabilities and Stockholders’ Equity; Interest Rates and Interest Differential (in thousands)

 

The following table presents an average balance sheet, interest earned on interest bearing assets, interest paid on interest bearing liabilities, average interest rates and interest differentials for the three months ended June 30, 2003 and June 30, 2002. Average balance sheet information as of June 30, 2003 and June 30, 2002 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status classification. Average rates were annualized for the three month periods ended June 30, 2003 and 2002.

 

    

For the Three

Months ended

June 30, 2003


  

For the Three

Months ended

June 30, 2002


     Average
Volume


    Interest

   Average
Rate


   Average
Volume


    Interest

   Average
Rate


ASSETS:

                                       

Investment securities:

                                       

U.S. Treasury and other U. S. Government agencies

   $ 41,549     $ 318    3.07%    $ 31,493     $ 311    3.96%

Mortgage backed securities

     47,576       353    2.98%      36,815       471    5.13%

Obligations of states and political subdivisions

     19,687       186    3.79%      15,886       170    4.29%

Other securities

     6,810       91    5.36%      7,548       104    5.53%
    


 

  
  


 

  

Total Investment Securities

     115,622       948    3.29%      91,742       1,056    4.62%

Interest bearing deposits

     1,177       3    1.02%      9,007       36    1.60%

Federal funds sold

     7,719       22    1.14%      6,667       28    1.68%

Loans, net of unearned income

     135,871       2,350    6.94%      131,062       2,532    7.75%

Other earning assets

     852       8    3.77%      716       8    4.48%
    


 

  
  


 

  

Total earning assets

     261,241       3,331    5.11%      239,194       3,660    6.14%

Cash and due from banks

     5,495                   5,475             

Bank premises and equipment

     4,032                   4,307             

Other earning assets

     5,190                   4,534             

Allowance for possible loan losses

     (2,113 )                 (1,816 )           
    


             


          

Total Assets

   $ 273,845                 $ 251,694             
    


             


          

LIABILITIES

                                       

Certificates of deposit

   $ 95,139     $ 846    3.57%    $ 97,011     $ 981    4.06%

Savings deposits

     87,029       255    1.18%      71,365       234    1.32%

Interest bearing demand deposits

     35,428       32    0.36%      31,792       53    .67%

Federal funds purchased and Repurchase agreements

     9,953       38    1.53%      7,961       32    1.61%
    


 

  
  


 

  

Total interest bearing liabilities

     227,549       1,171    2.06%      208,129       1,300    2.51%

Demand deposits

     23,062                   21,933             

Other liabilities

     1,543                   1,540             
    


             


          

Total Liabilities

     252,154                   231,602             

SHAREHOLDERS’ EQUITY

     21,691                   20,092             
    


             


          

Total Liabilities And Shareholders’ Equity

   $ 273,845                 $ 251,694             
    


             


          

Net yield on earning assets

           $ 2,160    3.32%            $ 2,360    3.96%
            

  
          

  

 

The fully taxable equivalent basis of interest income from obligations of states and political subdivisions has been determined using a combined Federal and State corporate income tax rate of 40% for the three months ended June 30, 2003 and 2002, respectively. The effect of this adjustment is presented below (in thousands).

 

Investment securities

   $ 115,622    $ 1,062    3.68 %   $ 91,742    $ 1,159    5.07 %

Loans

     135,871      2,450    7.23 %     131,062      2,616    8.01 %
    

  

  

 

  

  

Total earning assets

   $ 261,241    $ 3,545    5.44 %   $ 239,194    $ 3,847    6.45 %
    

  

  

 

  

  

Taxable equivalent net yield on earning assets

          $ 2,374    3.64 %          $ 2,547    4.27 %
           

  

        

  

 

17


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Balance Sheet Analysis

 

Investments

 

Investment securities increased $6,822,673 or 6.3% from $108,065,109 at December 31, 2002, to $114,887,782 at June 30, 2003. Taxable securities comprised 82.5% of total securities at June 30, 2003, as compared to 83.4% at December 31, 2002. Other than the normal risks inherent in purchasing U.S. Treasury securities, U.S. Government corporation and agencies securities, and obligations of states and political subdivisions, i.e. interest rate risk, management has no knowledge of other market or credit risk involved in these investments. The corporation does not have any high risk hybrid/derivative instruments.

 

Available for sale securities, at market value increased $9,298,978 or 9.3% from December 31, 2002, and represented 95% of the investment portfolio at June 30, 2003. The increase was primarily due to purchases of mortgage-backed securities and municipal securities. The held to maturity securities decreased $2,476,305 or 32.2% from December 31, 2002 and represented 5% of the investment portfolio as of June 30, 2003. The decrease was primarily the result of maturities and calls of municipal securities. As the investment portfolio consists primarily of fixed rate debt securities, changes in the market rates of interest will effect the carrying value of securities available for sale, adjusted upward or downward under the requirements of FAS 115 and represent temporary adjustments in values. The carrying value of securities available for sale was increased by $2,029,571 at June 30, 2003 and increased by $1,943,664 at December 31, 2002. The market value of securities classified as held to maturity was above book value by $291,908 and $281,399 at June 30, 2003 and December 31, 2002, respectively.

 

Table Four

 

Investment Portfolio

 

The following table presents the book values of investment securities: (in thousands):

 

     (Unaudited)
June 30,
2003


   December 31,
2002


Securities held to maturity:

             

Obligations of states and political subdivisions

   $ 5,212    $ 7,688
    

  

Total held to maturity

   $ 5,212    $ 7,688
    

  

Securities available for sale :

             

U.S. Treasury securities and obligations of U.S. Government corporations and agencies

   $ 37,245    $ 38,453

Obligations of states and political subdivisions

     16,015      11,629

Corporate debt securities

     6,554      6,775

Mortgage-backed securities

     49,321      43,064

Equity Securities

     541      456
    

  

Total available for sale

   $ 109,676    $ 100,377
    

  

Total

   $ 114,888    $ 108,065
    

  

 

18


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Table Four

Investment Portfolio ( Continued)

(in thousands)

 

The maturity distribution using book value including accretion of discounts and amortization of premiums (expressed in thousands) and approximate yield of investment securities at June 30, 2003 and December 31, 2002 are presented in the following table. Tax equivalent yield basis was used on tax exempt obligations. Approximate yield was calculated using a weighted average of yield to maturities.

 

    

(Unaudited)

June 30, 2003


    December 31, 2002

 
     Securities
Held to Maturity


    Securities
Available for Sale


    Securities
Held to Maturity


    Securities
Available for Sale


 
     Amount

   Yield

    Amount

   Yield

    Amount

   Yield

    Amount

   Yield

 

U.S. Treasury and other U.S. Government Agencies

                                                    

Within One Year

   $ —      —   %   $ 11,521    3.19 %   $ —      —   %   $ 10,220    3.36 %

After One But Within Five Years

     —      —         20,697    2.68       —      —         22,318    3.58  

After Five But Within Ten Years

     —      —         4,603    3.12       —      —         5,482    3.09  

After Ten Years

     —      —         424    1.87       —      —         433    2.37  
    

  

 

  

 

  

 

  

       —      —         37,245    2.88       —      —         38,453    3.44  

States & Political Subdivisions

                                                    

Within One Year

     200    5.21       2,712    3.09       265    5.55       3,154    3.76  

After One But Within Five Years

     2,950    5.97       5,822    4.52       4,063    6.12       4,221    4.56  

After Five But Within Ten Years

     2,062    6.57       3,342    4.72       2,874    6.66       2,749    5.30  

After Ten Years

     —      —         4,139    3.73       486    4.52       1,505    4.57  
    

  

 

  

 

  

 

  

       5,212    6.18       16,015    4.12       7,688    6.20       11,629    4.52  

Corporate Debt Securities

                                                    

Within One Year

     —      —         1,510    3.43       —      —         519    4.56  

After One But Within Five Years

     —      —         4,136    5.30       —      —         4,512    5.35  

After Five But Within Ten Years

     —      —         908    5.63       —      —         1,744    6.01  
    

  

 

  

 

  

 

  

       —      —         6,554    4.91       —      —         6,775    5.46  

Mortgage-Backed Securities

     —      —         49,321    3.72       —      —         43,064    4.46  

Equity Securities

     —      —         541    2.16       —      —         456    2.39  
    

  

 

  

 

  

 

  

Total

   $ 5,212    6.18 %   $ 109,676    3.56 %   $ 7,688    6.20 %   $ 100,377    4.13 %
    

  

 

  

 

  

 

  

 

19


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Loans

 

Loans net of unearned income increased $1,623,625 or 1.2% from December 31, 2002. The additional growth in the loan portfolio during the first six months of 2003 was primarily due to increases in other loans and residential real estate loans, offset in part by the decrease in commercial and installment loans. Real estate residential loans which include real estate construction, real estate farmland, and real estate residential loans comprise thirty-eight percent (38%) of the loan portfolio. Commercial loans which include real estate secured by non-farm, non residential and commercial and industrial loans comprise forty-one percent (41%) of the loan portfolio. Installment loans comprise twelve percent (12%) of the loan portfolio. Other loans include nonrated industrial development obligations, direct financing leases and other loans comprise nine percent (9%) of the loan portfolio. The changes in the composition of the loan portfolio from December 31, 2002 to June 30, 2003 were a 1% increase in residential real estate loans, a 1% increase in other loans, a 1% decrease in installment loans and a 1% decrease in commercial loans.

 

The loan portfolio is not dominated by concentrations of credit within any one industry; therefore, the impact of a weakening economy on any particular industry should be minimal. Management believes that the loan portfolio does not contain any excessive or abnormal elements of risk.

 

Table Five

Loan Portfolio

 

Loans outstanding are as follows (in thousands):

 

     (Unaudited)
June 30,
2003


   December 31,
2002


Real Estate—Residential

             

Real estate—construction

   $ 399    $ 828

Real estate—farmland

     352      328

Real estate—residential

     51,487      50,243
    

  

     $ 52,238    $ 51,399
    

  

Commercial

             

Real estate—secured by nonfarm, nonresidential

   $ 40,203    $ 39,027

Commercial & industrial

     16,479      17,993
    

  

     $ 56,682    $ 57,020
    

  

Installment

             

Installment and other loans to individuals

   $ 17,507    $ 17,634
    

  

Others

             

Nonrated industrial development obligations

   $ 12,045    $ 10,783

Other loans

     44      50
    

  

     $ 12,089    $ 10,833
    

  

Total

     138,516      136,886

Less unearned interest

     121      114
    

  

     $ 138,395    $ 136,772
    

  

 

20


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Table Six

Loan Portfolio—Maturities and sensitivities of Loans to Changes in Interest Rates

 

The following table presents the contractual maturities of loans other than installment loans and residential mortgages for all banks as of June 30, 2003 and December 31, 2002 (in thousands):

 

    

(Unaudited)

June 30, 2003


     In one
Year or Less


   After one
Year Through
Five Years


   After
Five Years


Real Estate—construction

   $ 350    $ 13    $ 36

Commercial real estate-secured by nonfarm, non-residential property

     798      3,527      35,878

Commercial and Industrial

     2,182      6,912      7,385

Nonrated industrial development obligations

     1,107      3,134      7,804
    

  

  

Total

   $ 4,437    $ 13,586    $ 51,103
    

  

  

 

     December 31, 2002

     In one
Year or Less


   After one
Year Through
Five Years


   After
Five Years


Real Estate—construction

   $ 430    $ 20    $ 378

Commercial real estate-secured by nonfarm, non-residential property

     826      2,741      35,460

Commercial and Industrial

     1,800      8,721      7,472

Nonrated industrial development obligations

     998      3,087      6,698
    

  

  

Total

   $ 4,054    $ 14,569    $ 50,008
    

  

  

 

The following table presents an analysis of fixed and variable rate loans as of June 30, 2003 and December 31, 2002 along with the contractual maturities of loans other than installment loans and residential mortgages (in thousands):

 

    

(Unaudited)

June 30, 2003


     In one
Year or Less


   After one
Year Through
Five Years


   After
Five Years


Fixed Rates

   $ 2,987    $ 8,141    $ 12,835

Variable Rates

     1,450      5,445      38,268
    

  

  

Total

   $ 4,437    $ 13,586    $ 51,103
    

  

  

 

     December 31, 2002

     In one
Year or Less


   After one
Year Through
Five Years


   After
Five Years


Fixed Rates

   $ 2,827    $ 8,714    $ 12,208

Variable Rates

     1,227      5,855      37,800
    

  

  

Total

   $ 4,054    $ 14,569    $ 50,008
    

  

  

 

21


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Total non-performing loans were $1,403,000 at June 30, 2003 and $1,682,000 at December 31, 2002. Loans classified as non-accrual were $1,298,000 or .9% of total loans as of June 30, 2003, as compared to $1,567,000 or 1.1% of total loans at December 31, 2002. There were no loans classified as renegotiated as of June 30, 2003 and December 31, 2002. The loans past due 90 days or more increased $19,000 to $95,000 at June 30, 2003. Other real estate owned was $10,000 at June 30, 2003 as compared to $39,000 at December 31, 2002. Management continues to monitor the non-performing assets to ensure against deterioration in collateral values.

 

Table Seven

Risk Elements

 

The following table presents loans which are in the process of collection, but are contractually past due 90 days or more as to interest or principal, non-accrual loans and other real estate ( in thousands):

 

     (Unaudited)
June 30,
2003


    December 31,
2002


 

Past Due 90 Days or More:

                

Real Estate—residential

   $ 85     $ 61  

Commercial

     —         —    

Installment

     10       15  
    


 


     $ 95     $ 76  
    


 


Non-accrual:

                

Real Estate—residential

   $ —       $ 115  

Commercial

     1,296       1,443  

Installment

     2       9  
    


 


     $ 1,298     $ 1,567  
    


 


Other Real Estate

   $ 10     $ 39  
    


 


Total non-performing assets

   $ 1,403     $ 1,682  
    


 


Total non-performing assets to total loans and other real estate

     1.01 %     1.23 %

 

The amount of interest income that would have been recognized had the loans performed in accordance with their original terms was $45,800 and $97,400 for the periods ended June 30, 2003 and December 31, 2002, respectively.

 

As of June 30, 2003, there are no loans known to management other than those previously disclosed about which management has any information about possible credit problems of borrowers which causes management to have serious doubts as to the borrower’s ability to comply with present loan repayment terms.

 

22


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Allowance for Possible Loan Losses

 

The corporation maintains an allowance for possible loan losses to absorb probable loan losses. The provision for loan losses was $165,000 during the six months ended June 30, 2003, as compared to $300,000 during the same period of the prior year. The allowance for possible loan losses represented 1.5% of total loans outstanding at June 30, 2003 and December 31, 2002, respectively. The reserve for possible loan losses is considered to be adequate to provide for future losses in the portfolio. The amount charged to earnings is based upon management’s evaluations of the loan portfolio, as well as current and anticipated economic conditions, net loans charged off, past loan experiences, changes in character of the loan portfolio, specific problem loans and delinquencies and other factors.

 

Table Eight

Analysis of Allowance for Possible Loan Losses

 

The following table presents a summary of loans charged off and recoveries of loans previously charged off by type of loan (in thousands).

 

     Summary of Loan Loss Experience

 
    

(Unaudited)

June 30,


    December 31,
2002


 
     2003

    2002

   

Balance at Beginning of period

                        

Allowance for Possible Loan Losses

   $ 2,027     $ 1,646     $ 1,646  

Loans Charged Off:

                        

Real Estate—residential

     13       2       2  

Commercial

     40       55       134  

Installment

     34       43       63  
    


 


 


       87       100       199  

Recoveries:

                        

Real Estate—residential

     3       —         —    

Commercial

     —         11       29  

Installment

     4       8       11  
    


 


 


       7       19       40  

Net Charge-offs

     80       81       159  

Additions Charged to Operations

     165       300       540  
    


 


 


Balance at end of period:

   $ 2,112     $ 1,865     $ 2,027  
    


 


 


Average Loans Outstanding

   $ 135,767     $ 127,482     $ 131,383  
    


 


 


Ratio of net charge-offs to Average loans outstanding for the period

     .06 %     .06 %     .12 %

Ratio of the Allowance for Loan Losses to Loans Outstanding for the period

     1.53 %     1.43 %     1.48 %

 

23


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Allowance for Possible Loan Losses—continued

 

The corporation has allocated the allowance for possible loan losses to specific portfolio segments based upon historical net charge-off experience, changes in the level of non-performing assets, local economic conditions and management experience as presented in Table Nine. The Corporation has historically maintained the allowance for loan losses at a level greater than actual charge-offs. In determining the allocation of the allowance for possible loan losses, charge-offs for 2003 are anticipated to be within the historical ranges. Although a subjective evaluation is determined by management, the corporation believes it has appropriately assessed the risk of loans in the loan portfolio and has provided for an allowance which is adequate based on that assessment. Because the allowance is an estimate, any change in the economic conditions of the corporation’s market area could result in new estimates which could affect the corporation’s earnings. Management monitors loan quality through reviews of past due loans and all significant loans which are considered to be potential problem loans on a monthly basis. The internal loan review function provides for an independent review of commercial, real estate, and installment loans in order to measure the asset quality of the portfolio. Management’s review of the loan portfolio has not indicated any material amount of loans, not disclosed in the accompanying tables and discussions which are known to have possible credit problems that cause management to have serious doubts as to the ability of each borrower to comply with their present loan repayment terms.

 

Table Nine

Loan Portfolio—Allocation of allowance for possible loan losses

 

The following table presents an allocation of the allowance for possible loan losses for the six month period ended June 30, 2003, and the year ended December 31, 2002 (expressed in thousands). The allocation presented below is based on the historical average of net charge offs per category combined with the change in loan growth and management’s review of the loan portfolio.

 

     June 30,
2003


    December 31,
2002


 
     Amount

  

Percent

of loans

in each

category

to total

loans


    Amount

  

Percent

of loans

in each

category

to total

loans


 

Real estate—residential

   $ 311    37.8 %   $ 276    37.5 %

Commercial

     1,226    40.9       1,161    41.7  

Installment

     554    12.6       569    12.9  

Others

     21    8.7       21    7.9  
    

  

 

  

Total

   $ 2,112    100.0 %   $ 2,027    100.0 %
    

  

 

  

 

24


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Deposits

 

Total deposits were $240,055,484 at June 30, 2003 as compared to $231,375,582 at December 31, 2002, an increase of 3.8%. The deposit growth during the first six months of 2003 was primarily in savings deposits. The subsidiary banks’ have offered a savings deposit product with a competitive interest rate which has resulted in the increase in savings deposits. At June 30, 2003, noninterest bearing deposits comprised 10% of total deposits and interest bearing deposits which include NOW, money market, savings and time deposits comprised 90% of total deposits. The change in the deposit mix from December 31, 2002 to June 30, 2003 was 1% increase in noninterest bearing deposits and 1% decrease in interest bearing deposits.

 

Table Ten

Deposits

 

The following table presents a maturity distribution of time certificates of deposit of $100,000 or more (in thousands):

 

     (Unaudited)
June 30,
2003


   December 31,
2002


Due in three months or less

   $ 2,363    $ 2,567

Due after three months through six months

     847      4,163

Due after six months through twelve months

     10,153      2,092

Due after one year through five years

     11,477      16,439
    

  

Total

   $ 24,840    $ 25,261
    

  

 

Repurchase agreements

 

Repurchase agreements are short-term borrowings. Repurchase agreements were $9,572,921 at June 30, 2003, an increase of $535,119, as compared to December 31, 2002. The increase of repurchase agreements was primarily due to an increase in the number of commercial customers and in the balances maintained by existing commercial customers.

 

Capital Resources

 

Stockholders’ equity increased 3.4% during the first six months of 2003 entirely from current earnings after quarterly dividends, and increased .2% resulting from the effect of the change in the net unrealized gain on securities available for sale. Stockholders’ equity amounted to 8.5% of total assets at June 30, 2003 and December 31, 2002. The Holding Company’s primary source of funds for payment of dividends to shareholders is from the dividends from its subsidiary banks. Earnings from subsidiary bank operations are expected to remain adequate to fund payment of stockholders’ dividends and internal growth. In management’s opinion, the subsidiary banks have the capability to upstream sufficient dividends to meet the cash requirements of the Holding Company.

 

The Holding Company is subject to regulatory risk-based capital guidelines administered by the Federal Reserve Board. These risk-based capital guidelines establish minimum capital ratios of Total capital, Tier 1 Capital, and Leverage to assess the capital adequacy of bank holding companies.

 

25


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Capital Resources—Continued

 

The following chart shows the regulatory capital levels for the company at June 30, 2003 and December 31, 2002:

 

Ratio


   Minimum

   June 30,
2003


   December 31,
2002


Leverage Ratio

   3%    7.2%    7.1%

Risk Based Capital

              

Tier 1 (core)

   4%    12.0%    12.0%

Tier 2 (total)

   8%    13.3%    13.2%

 

Liquidity

 

Liquidity management ensures that funds are available to meet loan commitments, deposit withdrawals, and operating expenses. Funds are provided by loan repayments, investment securities maturities, or deposits, and can be raised by liquidating assets or through additional borrowings. The corporation had investment securities with an estimated market value of $109,676,157 classified as available for sale at June 30, 2003. These securities are available for sale at any time based upon management’s assessment in order to provide necessary liquidity should the need arise. In addition, the Holding Company’s subsidiary bank, Progressive Bank, N.A., is a member of the Federal Home Loan Bank of Pittsburgh (FHLB). Membership in the FHLB provides an additional source of short-term and long-term funding, in the form of collateralized advances. The subsidiary bank had an available line with the FHLB in the aggregate amount of $7 million which expires in December 31, 2003. As of June 30, 2003 there were no borrowings outstanding pursuant to this agreement.

 

At June 30, 2003 and December 31, 2002, the Holding Company had outstanding loan commitments and standby letters of credit totaling $23,504,000 and $15,750,000, respectively. As of June 30, 2003, management placed a high probability for required funding within one year of approximately $19,299,000. Approximately $3,863,000 is principally unused home equity and credit card lines on which management places a low probability for required funding.

 

26


Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.

PART I

 

Item 3 Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s subsidiary bank uses an asset/liability model to measure the impact of changes in interest rates on net interest income on a periodic basis. Assumptions are made to simulate the impact of future changes in interest rates and/or changes in balance sheet composition. The effect of changes in future interest rates on the mix of assets and liabilities may cause actual results to differ from simulated results. Guidelines established by the Company’s subsidiary bank provides that the estimated net interest income may not change by more than 10% in a one year period given a +/- 200 basis point parallel shift in interest rates. Excluding the potential effect of interest rate changes on assets and liabilities of the Holding Company which are not deemed material, the anticipated impact on net interest income of the subsidiary bank at June 30, 2003 were as follows: given a 200 basis point increase scenario net interest income would be decreased by approximately 4%, and given a 200 basis point decrease scenario net interest income would be reduced by approximately 10%. Under both interest rate scenarios the subsidiary bank was within the established guideline at June 30, 2003.

 

Item 4 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s President and Chief Executive Officer, Charles K. Graham, and Senior Vice President and Chief Financial Officer, Francie P. Reppy, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to the filing of this report (the “Evaluation Date”), have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

Changes in Internal Controls

 

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s disclosure controls and procedures subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls. As a result, no corrective actions were required or undertaken.

 

27


Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.

PART II

OTHER INFORMATION

 

Item 1 Legal Proceedings

 

The nature of the business of the Holding Company’s subsidiaries generates a certain amount of litigation involving matters arising in the ordinary course of business. The Company is unaware of any litigation other than ordinary routine litigation incidental to the business of the Company, to which it or any of its subsidiaries is a party or of which any of their property is subject.

 

Item 2 Changes in Securities

 

Inapplicable

 

Item 3 Defaults Upon Senior Securities

 

Inapplicable

 

Item 4 Submission of Matters to Vote of Security Holders

 

  a.   The matters discussed in 4c. were submitted to a vote of security holders at the April 8, 2003, Annual Meeting of Shareholders.

 

  b.   Inapplicable

 

  c.   Election of Directors

 

The following directors were elected to the Board of Directors as Class II, for terms expiring at the annual meeting in 2006:

Sylvan J. Dlesk, James C. Inman, Jr., and Thomas A. Noice.

The results of the election were as follows:

 

     SHARES VOTED

NAME


   For

    Against/
Withheld


   Abstentions
Broker Non-
Votes


Sylvan J. Dlesk

   1,339,451 *   5,303    0

James C. Inman, Jr.

   1,339,061 *   5,693    0

Thomas A. Noice

   1,334,928 *   9,826    0

*   Cumulative Shares Voted

 

Continuing directors were as follows:

 

     Terms Expiring

Charles K. Graham

   2004

Laura G. Inman

   2005

Sylvan J. Dlesk

   2006

James C. Inman, Jr.

   2006

Thomas A. Noice

   2006

Nada E. Beneke

   2004

R. Clark Morton

   2004

William G. Petroplus

   2004

 

  d.   Inapplicable

 

Item 5 Other Information

 

Inapplicable

 

Item 6 Exhibits and Reports on Form 8-K

 

(a)   Reports on Form 8-K

 

On May 15, 2003 a report on Form 8-K was filed which contained a press release dated May 13, 2003 that reported the earnings of First West Virginia Bancorp, Inc. for the first quarter ended March 31, 2003.

 

(b)   Exhibits

 

The exhibits listed in the Exhibit Index on page 30 of this FORM 10-Q are incorporated by reference and/or filed herewith.

 

28


Table of Contents

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.

 

First West Virginia Bancorp, Inc

(Registrant)

By:

 

/s/    Charles K. Graham


   

    Charles K. Graham

   

    President and Chief Executive Officer/Director

By:

 

/s/    Francie P. Reppy


   

    Francie P. Reppy

   

    Senior Vice President and Chief Financial Officer

 

Dated: August 5, 2003

 

29


Table of Contents

EXHIBIT INDEX

 

The following exhibits are filed herewith and/or are incorporated herein by reference.

 

Exhibit
Number


  

Description


  3.1    Certificate and Articles of Incorporation of First West Virginia Bancorp, Inc. Incorporated herein by reference.
  3.2    Bylaws of First West Virginia Bancorp, Inc. Incorporated herein by reference.
10.1    Employment Contract dated December 23, 2002 between First West Virginia Bancorp, Inc. and Charles K. Graham. Incorporated herein by reference.
10.2    Employment Contract dated December 23, 2002 between First West Virginia Bancorp, Inc. and Beverly A. Barker. Incorporated herein by reference.
10.3    Lease dated July 20, 1993 between Progressive Bank, N.A., formerly known as “First West Virginia Bank, N.A.”, and Angela I. Stauver. Incorporated herein by reference.
10.4    Banking Services License Agreement dated October 26, 1994 between Progressive Bank, N.A., formerly known as “First West Virginia Bank, N.A.”, and The Kroger Co. Incorporated herein by reference.
10.5    Lease dated November 14, 1995 between Progressive Bank, N.A.—Buckhannon and First West Virginia Bancorp, Inc. and O. V. Smith & Sons of Big Chimney, Inc. Incorporated herein by reference.
10.6    Lease dated May 20, 1998 between Progressive Bank, N.A. and Robert Scott Lumber Company. Incorporated herein by reference.
10.7    Lease dated May 12, 2001 between Progressive Bank, N.A. and Sylvan J. Dlesk and Rosalie J. Dlesk doing business as Dlesk Realty & Investment Company. Incorporated herein by reference.
11.1    Statement regarding computation of per share earnings. Filed herewith and incorporated herein by reference.
13.3    Summarized Quarterly Financial Information. Filed herewith and incorporated herein by reference.
15    Letter re unaudited interim financial information. Incorporated herein by reference. See Part 1, Notes to Consolidated Financial Statements
31    Certification of Chief Executive Officer pursuant to section 302 of the Securities and Exchange Act of 1934. Filed herewith and incorporated herein by reference.
31.1    Certification of Chief Financial Officer pursuant to section 302 of the Securities and Exchange Act of 1934. Filed herewith and incorporated herein by reference.
32    Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to section 906 of the SARBANES-OXLEY ACT of 2002. Filed herewith and incorporated herein by reference.
99.1    Independent Accountant’s Report. Filed herewith and incorporated herein by reference.

 

30