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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 March 31, 2004

 

¨ 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 May 12, 2004:

 

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 – 9

Item 2

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   10 – 23

Item 3

  

Quantitative and Qualitative Disclosures About Market Risk

   24

Item 4

  

Controls and Procedures

   24

PART II – Other Information

    

Item 1

  

Legal Proceedings

   25

Item 2

  

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

   25

Item 3

  

Defaults upon Senior Securities

   25

Item 4

  

Submission of matters to a Vote of Security Holders

   25

Item 5

  

Other Information

   25

Item 6

  

Exhibits and Reports on Form 8-K

   25
    

       Exhibit Index

   27
    

       Reports on Form 8-K

   25
    

Signatures

   26
    

Certifications

   30 – 32

 

2


Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.

PART I

FINANCIAL INFORMATION

 

First West Virginia Bancorp, Inc.

CONSOLIDATED BALANCE SHEETS

 

    

March 31,

2004


   

December 31,

2003


 
     (Unaudited)        
ASSETS                 

Cash and due from banks

   $ 5,250,745     $ 6,553,689  

Due from banks - interest bearing

     3,668,583       470,705  

Federal funds sold

     2,290,000       —    
    


 


Total cash and cash equivalents

     11,209,328       7,024,394  

Investment securities:

                

Available-for-sale (at fair value)

     111,491,520       115,269,352  

Held-to-maturity (fair value of $3,578,111 and $4,185,960, respectively)

     3,366,360       3,975,685  

Loans

     151,150,002       146,710,494  

Less allowance for loan losses

     (2,188,215 )     (2,304,868 )
    


 


Net loans

     148,961,787       144,405,626  

Premises and equipment, net

     3,847,749       3,927,751  

Accrued income receivable

     1,440,270       1,275,846  

Other intangible assets

     347,609       369,797  

Goodwill

     1,644,119       1,644,119  

Other assets

     2,288,181       6,218,290  
    


 


Total assets

   $ 284,596,923     $ 284,110,860  
    


 


LIABILITIES                 

Noninterest bearing deposits:

                

Demand

   $ 22,704,278     $ 23,938,810  

Interest bearing deposits:

                

Demand

     37,796,135       37,236,254  

Savings

     89,218,883       89,461,195  

Time

     90,675,651       91,311,071  
    


 


Total deposits

     240,394,947       241,947,330  

Federal funds purchased and securities sold under agreements to repurchase

     13,545,689       15,088,834  

Federal Home Loan Bank borrowings

     2,454,046       2,463,464  

Accrued interest payable

     385,100       384,817  

Other liabilities

     4,074,216       1,195,800  
    


 


Total liabilities

     260,853,998       261,080,245  
    


 


STOCKHOLDERS’ EQUITY                 

Common stock - 2,000,000 shares authorized at $5 par value:

                

1,538,443 shares issued at March 31, 2004 and December 31, 2003

     7,692,215       7,692,215  

Treasury stock - 10,000 shares at cost:

     (228,100 )     (228,100 )

Surplus

     4,982,606       4,982,606  

Retained earnings

     10,330,034       9,961,698  

Accumulated other comprehensive income

     966,170       622,196  
    


 


Total stockholders’ equity

     23,742,925       23,030,615  
    


 


Total liabilities and stockholders’ equity

   $ 284,596,923     $ 284,110,860  
    


 


 

The accompanying notes are an integral part of the consolidated financial statements.

 

3


Table of Contents

First West Virginia Bancorp, Inc.

CONSOLIDATED STATEMENTS OF INCOME

 

    

Three Months Ended,

March 31,


     2004

    2003

     (Unaudited)

INTEREST AND DIVIDEND INCOME

              

Loans, including fees:

              

Taxable

   $ 2,204,966     $ 2,227,181

Tax-exempt

     152,107       141,926

Debt securities:

              

Taxable

     778,664       822,308

Tax-exempt

     154,885       173,384

Dividends

     2,855       4,267

Other interest income

     6,050       3,427

Interest on federal funds sold

     12,748       23,814
    


 

Total interest and dividend income

     3,312,275       3,396,307
    


 

INTEREST EXPENSE

              

Deposits

     981,451       1,170,363

Federal funds purchased and repurchase agreements

     55,105       34,172

FHLB borrowings

     29,268       —  
    


 

Total interest expense

     1,065,824       1,204,535
    


 

Net interest income

     2,246,451       2,191,772

PROVISION FOR POSSIBLE LOAN LOSSES

     30,000       90,000
    


 

Net interest income after provision for possible loan losses

     2,216,451       2,101,772
    


 

NONINTEREST INCOME

              

Service charges and other fees

     192,494       166,328

Net losses on available for sale securities

     (2,501 )     —  

Other operating income

     96,861       98,790
    


 

Total noninterest income

     286,854       265,118
    


 

NONINTEREST EXPENSE

              

Salary and employee benefits

     891,303       795,744

Net occupancy expense of premises

     261,325       249,835

Other operating expenses

     471,506       503,837
    


 

Total noninterest expense

     1,624,134       1,549,416
    


 

Income before income taxes

     879,171       817,474

INCOME TAXES

     220,431       198,003
    


 

Net income

   $ 658,740     $ 619,471
    


 

WEIGHTED AVERAGE SHARES OUTSTANDING

     1,528,443       1,538,443
    


 

EARNINGS PER COMMON SHARE

   $ 0.43     $ 0.40
    


 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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First West Virginia Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

    Common Stock

  Surplus

 

Retained

Earnings


   

Treasury

Stock


   

Accumulated

Other

Compre-

hensive

Income (loss)


   

Compre-

hensive

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

  —       —       —       619,471       —         —       $ 619,471       619,471  

Other comprehensive income, net of tax

                                                       

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

  —       —       —       —         —         (184,272 )     (184,272 )     (184,272 )
                                           


       

Comprehensive income

                                          $ 435,199          
                                           


       

Cash dividend ($.18 per share)

  —       —       —       (276,920 )     —         —                 (276,920 )
   
 

 

 


 


 


         


BALANCE, MARCH 31, 2003

  1,538,443   $ 7,692,215   $ 4,982,606   $ 8,909,071     $ —       $ 1,034,020             $ 22,617,912  
   
 

 

 


 


 


         


    Common Stock

  Surplus

 

Retained

Earnings


   

Treasury

Stock


   

Accumulated

Other

Compre-

hensive

Income (loss)


   

Compre-

hensive

Income


    Total

 
    Shares

  Amount

           

BALANCE, DECEMBER 31, 2003

  1,538,443   $ 7,692,215   $ 4,982,606   $ 9,961,698     $ (228,100 )   $ 622,196             $ 23,030,615  

Comprehensive income:

                                                       

Net income

  —       —       —       658,740       —         —       $ 658,740       658,740  

Other comprehensive income, net of tax

                                                       

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

  —       —       —       —         —         343,974       343,974       343,974  
                                           


       

Comprehensive income

                                          $ 1,002,714          
                                           


       

Cash dividend ($.19 per share)

  —       —       —       (290,404 )     —         —                 (290,404 )
   
 

 

 


 


 


         


BALANCE, MARCH 31, 2004

  1,538,443   $ 7,692,215   $ 4,982,606   $ 10,330,034     $ (228,100 )   $ 966,170             $ 23,742,925  
   
 

 

 


 


 


         


 

    

For the Three Months Ended

March 31,


 
     2004

    2003

 

Disclosure of reclassification amount, net of tax:

                

Unrealized holding gains (losses) arising during the period

   $ 342,414     $ (184,272 )

Less reclassification adjustment for losses included in net income

     (1,560 )     —    
    


 


Net unrealized gains (losses) on securities

   $ 343,974     $ (184,272 )
    


 


 

The accompanying notes are an integral part of the consolidated financial statements.

 

5


Table of Contents

First West Virginia Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    

For the Three Months Ended

March 31,


 
     2004

    2003

 

OPERATING ACTIVITIES

                

Net income

   $ 658,740     $ 619,471  

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

                

Provision for loan losses

     30,000       90,000  

Depreciation and amortization

     112,971       106,793  

Amortization of investment securities, net

     159,951       194,432  

Investment security losses

     2,501       —    

Gain on sales of premises and equipment

     (3,726 )     (2,396 )

Increase in interest receivable

     (164,424 )     (230,236 )

Increase (decrease) in interest payable

     283       (28,873 )

Other, net

     6,600,994       (624,998 )
    


 


Net cash provided by operating activities

     7,397,290       124,193  
    


 


INVESTING ACTIVITIES

                

Net increase (decrease) in loans, net of charge-offs

     (4,608,211 )     1,628,998  

Proceeds from sales of securities available-for-sale

     10,553       1,037,872  

Proceeds from maturities of securities available-for-sale

     15,588,793       30,959,000  

Proceeds from maturities of securities held-to-maturity

     610,000       1,190,000  

Principal collected on mortgage-backed securities

     3,593,562       7,429,707  

Purchases of securities available-for-sale

     (15,026,698 )     (47,783,311 )

Recoveries on loans previously charged-off

     22,050       4,790  

Purchases of premises and equipment

     (21,156 )     (43,743 )

Proceeds from sales of premises and equipment

     14,101       166,907  
    


 


Net cash used in (provided by) investing activities

     182,994       (5,409,780 )
    


 


FINANCING ACTIVITIES

                

Net increase (decrease) in deposits

     (1,552,383 )     9,144,086  

Dividends paid

     (290,404 )     (276,920 )

Increase (decrease) in short-term borrowings

     (1,543,145 )     48,128  

Decrease in FHLB borrowings

     (9,418 )     —    
    


 


Net cash provided by (used in) financing activities

     (3,395,350 )     8,915,294  
    


 


INCREASE IN CASH AND CASH EQUIVALENTS

     4,184,934       3,629,707  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

     7,024,394       12,500,496  
    


 


CASH AND CASH EQUIVALENTS, END OF YEAR

   $ 11,209,328     $ 16,130,203  
    


 


Supplemental Disclosures:

                

Cash Paid for Interest

   $ 1,065,541     $ 1,233,408  

Cash Paid for Income Taxes

   $ 45,000     $ 137,599  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

6


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2004 AND 2003

(Unaudited)

 

Note 1 - Critical Accounting Policies

 

The accounting and reporting policies of First West Virginia Bancorp, Inc. ( the “Company”) and its subsidiary were prepared in accordance with accounting principles generally accepted in the United States of America, (“US GAAP”) and to general practices within the financial services industry. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management has identified the accounting policies described below as those that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company’s consolidated financial statements and management’s discussion and analysis.

 

INCOME RECOGNITION

 

The Company recognizes interest income by methods conforming to US GAAP that include general accounting practices within the financial services industry. Interest income on loans and investment securities is recognized by methods that result in level rates of return on principal amounts outstanding, including yield adjustments resulting from the amortization of loan costs and premiums on investment securities and accretion of loan fees and discounts on investment securities.

 

In the event management believes collection of all or a portion of contractual interest on a loan has become doubtful, which generally occurs after the loan is 90 days past due, the accrual of interest is discontinued. In addition, previously accrued interest deemed uncollectible that was recognized in income is reversed. Interest received on nonaccrual loans is included in income only if principal recovery is reasonably assured. A nonaccrual loan is restored to accrual status when it is brought current or has performed in accordance with contractual terms for a reasonable period of time, and the collectibility of the total contractual principal and interest is no longer doubtful.

 

ALLOWANCE FOR LOAN LOSSES

 

In general, determining the amount of the allowance for loan losses requires significant judgment and the use of estimates by management. The Company maintains an allowance for loan losses to absorb probable losses in the loan portfolio based on a quarterly analysis of the portfolio. This formal analysis determines an appropriate level and allocation of the allowance for loan losses among loan types and resulting provision for loan losses by considering factors affecting loan losses, including specific losses, levels and trends in impaired and nonperforming loans, historical loan loss experience, current national and local economic conditions, volume, growth and composition of the portfolio, regulatory guidance and other relevant factors. Management continually monitors the loan portfolio 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 to evaluate the adequacy of the allowance. The provision could increase or decrease each quarter based upon the results of management’s formal analysis.

 

The amount of the allowance for loan losses for the various loan types represents management’s estimate of expected losses from existing loans based upon specific allocations for individual lending relationships and historical loss experience for each category of homogeneous loans. Impaired loans are commercial and commercial real estate loans for which it is probable the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Company individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of “impaired loans” is not the same as the definition of “nonaccrual loans,” although the two categories overlap. The Company may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectibility while not classifying the loan as impaired, provided the loan is not a commercial or commercial real estate classification. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loans. When foreclosure is probable, impairment is measured based on the fair value of the collateral. While allocations are made to specific loans and pools of loans, the allowance is available for all loan losses.

 

7


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2004 AND 2003

(Unaudited)

 

Note 1 - Critical Accounting Policies - (Continued)

 

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances concerning the loan, the credit worthiness and payment history of the borrower, the length of the payment delay, and the amount of shortfall in relation to the principal and interest owed.

 

Individual loan reviews are based upon specific quantitative and qualitative criteria, including the size of the loan, loan quality ratings, value of collateral, repayment ability of borrowers, and historical experience factors. The historical experience factors utilized for individual loan reviews are based upon past loss experience, known trends in losses and delinquencies, the growth of loans in particular markets and industries, and known changes in economic conditions in the particular lending markets. Allowances for homogeneous loans (such as residential mortgage loans, personal loans, etc.) are evaluated based upon historical loss experience, trends in losses and delinquencies, growth of loans in particular markets, and known changes in economic conditions in each lending market. There can be no assurance the allowance for loan losses will be adequate to cover all losses, but management believes the allowance for loan losses in the amount of $2,188,215 at March 31, 2004, was adequate to provide for probable losses from existing loans based on information currently available. While management uses available information to provide for loan losses, the ultimate collectibility of a substantial portion of the loan portfolio, and the need for future additions to the allowance, will be based on changes in economic conditions and other relevant factors. As such, an adverse change in economic activity could reduce cash flows for both commercial and individual borrowers, which would likely cause the Company to experience increases in problem assets, delinquencies and losses on loans.

 

INVESTMENT SECURITIES

 

Investment securities are classified at the time of purchase, based on management’s intention and ability, as securities available for sale or held to maturity. Debt securities classified as held to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income. Certain other debt and equity securities have been classified as available for sale to serve principally as a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders’ equity, net of tax, until realized. Realized securities gains and losses are computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned.

 

Common stock of the Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank represents ownership interest in institutions that are wholly owned by other financial institutions. These equity securities are accounted for at cost and are classified with other assets.

 

While temporary changes in the market value of available-for-sale securities are not recognized in earnings, a decline in fair value below amortized cost deemed to be other-than-temporary results in an adjustment to the cost basis of the investment, with a corresponding loss charged against earnings. Management evaluates the investment securities for other-than-temporary declines in estimated fair value on a quarterly basis. This analysis requires management to consider various factors in order to determine if a decline in estimated fair value is temporary or other-than-temporary. These factors include duration and magnitude of the decline in value, the financial condition of the issuer, and the company’s ability and intent to continue holding the investment for a period of time sufficient to allow for any anticipated recovery in market value. At March 31, 2004, there were no investment securities identified by management to be other-than-temporarily impaired. If investments decline in fair value due to adverse changes in the financial markets, charges to income could occur in future periods.

 

8


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2004 AND 2003

(Unaudited)

 

Note 1 - Critical Accounting Policies - (Continued)

 

GOODWILL AND OTHER INTANGIBLE ASSETS

 

The Company purchased the deposits of another financial institution in 2001. An identifiable intangible asset resulted from the purchase of the core deposits and, as such, are amortized into noninterest expense on the straight-line basis over the period the Company expects to benefit from such assets (7 years). While management feels the assumptions and variables used to value the acquisition was reasonable, the use of different, but still reasonable, assumptions could produce different results. The Company recognized amortization expense of $22,188 in both of the three months ended March 31, 2004 and 2003. The unamortized balance from the purchase of these core deposit intangible assets is $347,609 and $369,797 at March 31, 2004 and December 31, 2003, respectively.

 

The Company has approximately $1.6 million of goodwill, resulting from the purchase of a less-than-whole financial institution. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. Goodwill and other intangibles are periodically reviewed for impairment. No impairment losses were recognized. Additionally, future events could cause management to conclude that impairment indicators exist and that the goodwill is impaired, which would result in the Company recording an impairment loss. Any resulting impairment loss could have a material, adverse impact on the Company’s financial condition and results of operations.

 

Income Taxes

 

The Company and its subsidiary file a consolidated federal income tax return. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Deferred income tax expenses or benefits are based on the changes in the deferred tax asset or liability from period to period. The provision for income taxes during the current period is at a rate which management believes will approximate the effective rate for the year.

 

Cash Flows

 

Cash and cash equivalents consist of cash and due from banks and federal funds sold.

 

9


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company 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 ended March 31, 2004 and 2003. 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, 2003.

 

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.

 

OVERVIEW

 

The Holding Company reported net income of $658,740 or $.43 per share for the three months ended March 31, 2004 as compared to $619,471 for the same period during 2003. The 6.3% increase in earnings during the first quarter of 2004 over 2003 was primarily attributed to increased net interest income and noninterest income and the decrease in the provision for loan losses, partially offset by the increase in noninterest expense.

 

Operational earnings improved with net interest income increasing $54,679 or 2.5%, during the three months ended March 31, 2004 as compared to the same period in 2003. Net interest income increased primarily due to the decrease in the interest rates paid on interest bearing liabilities.

 

The return on average assets (ROA), which measures the effectiveness of asset utilization to produce net income, was .94% at March 31, 2004 and 2003. The return on average equity (ROE), which measures the return on the stockholders’ investment, was 11.78% at March 31, 2004 compared to 11.76% at March 31, 2003. The Board of Directors declared and paid cash dividends of $.19 per share during the first quarter of 2004 as compared to $.18 during the same period in 2003.

 

The Holding Company ended the first quarter of 2004 with total assets of $284,596,923. Loans increased during the first quarter of 2004 by $4,439,508, or 3.0%, to $151,150,002. Total deposits decreased in the first quarter of 2004 by $1,552,383, or .6% since December 31, 2003 and was primarily due to a decrease in savings and time deposits.

 

The allowance for loan losses amounted to $2,188,215 or 1.5% of total loans at March 31, 2004, compared to $2,304,868 or 1.6% of total loans at December 31, 2003. Non-performing assets were $2,140,000 at March 31, 2004, as compared to $2,169,000 at December 31, 2003.

 

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

 

10


Table of Contents

Table One

SELECTED FINANCIAL DATA

 

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

Three Months Ended

March 31,


   

Years ended

December 31,


 
     2004

    2003

    2003

    2002

    2001

    2000

 

SUMMARY OF OPERATIONS

                                                

Total interest income

   $ 3,312     $ 3,396     $ 13,319     $ 14,309     $ 14,772     $ 14,869  

Total interest expense

     1,066       1,204       4,603       5,101       6,422       7,155  

Net interest income

     2,246       2,192       8,716       9,208       8,350       7,714  

Provision for loan losses

     30       90       435       540       573       436  

Total other income

     287       265       1,346       1,033       942       880  

Total other expenses

     1,624       1,550       6,342       6,062       5,324       4,816  

Income before income taxes

     879       817       3,285       3,639       3,395       3,341  

Net income

     659       619       2,518       2,674       2,412       2,326  

PER SHARE DATA (1)

                                                

Net income

   $ 0.43     $ 0.40     $ 1.64     $ 1.74     $ 1.57     $ 1.51  

Cash dividends declared

     0.19       0.18       0.73       0.69       0.68       0.64  

Book value per share

     15.53       14.70       15.07       14.60       13.16       11.85  

AVERAGE BALANCE SHEET SUMMARY

                                                

Total loans, net

   $ 149,006     $ 135,662     $ 137,826     $ 131,383     $ 118,224     $ 112,579  

Investment securities

     112,579       108,862       117,758       93,962       73,639       69,548  

Deposits - interest bearing

     218,060       212,584       217,064       200,170       168,820       155,172  

Stockholders’ equity

     22,503       21,347       21,884       20,302       18,902       17,448  

Total assets

     281,898       266,645       277,952       252,543       217,006       203,529  

BALANCE SHEET

                                                

Investments

   $ 114,858     $ 114,752     $ 119,245     $ 108,065     $ 82,202     $ 72,242  

Loans

     151,150       135,124       146,711       136,772       120,944       114,053  

Other assets

     18,589       23,824       18,155       19,517       28,884       21,598  
    


 


 


 


 


 


Total Assets

   $ 284,597     $ 273,700     $ 284,111     $ 264,354     $ 232,030     $ 207,893  
    


 


 


 


 


 


Deposits

   $ 240,395     $ 240,520     $ 241,947     $ 231,376     $ 203,772     $ 173,669  

Federal funds purchased and repurchase agreements

     13,546       9,086       15,089       9,038       6,538       14,526  

FHLB borrowings

     2,454       —         2,464       —         —         —    

Other liabilities

     4,459       1,476       1,580       1,480       1,471       1,473  

Stockholders’ equity

     23,743       22,618       23,031       22,460       20,249       18,225  
    


 


 


 


 


 


Total Liabilities and Stockholders’ equity

   $ 284,597     $ 273,700     $ 284,111     $ 264,354     $ 232,030     $ 207,893  
    


 


 


 


 


 


SELECTED RATIOS

                                                

Return on average assets

     0.94 %     0.94 %     0.91 %     1.06 %     1.11 %     1.14 %

Return on average equity

     11.78 %     11.76 %     11.51 %     13.17 %     12.76 %     13.33 %

Average equity to average assets

     7.98 %     8.01 %     7.87 %     8.04 %     8.71 %     8.57 %

Dividend payout ratio (1)

     44.19 %     45.00 %     44.51 %     39.66 %     43.31 %     42.38 %

Loan to Deposit ratio

     62.88 %     56.18 %     60.64 %     59.11 %     59.35 %     65.67 %

(1) Adjusted for the 2 percent common stock dividend to stockholders of record as of December 1, 2000.

 

11


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

EARNINGS ANALYSIS

 

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. Table Two presents the average balance sheets and an interest rate analysis for the three months ended March 31, 2004 and 2003.

 

Net interest income was $2,246,451 for the three months ended March 31, 2004, an increase of $54,679 or 2.5%, from the same period in 2003. Net interest income increased during the first quarter of 2004 compared to the same period in 2003 primarily from the decline in the interest rates paid on deposit liabilities. 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 3.66% at March 31, 2004, as compared to 3.61% at December 31, 2003 and 3.83% at March 31, 2003.

 

During the three months ended March 31, 2004, interest expense decreased $138,711 or 11.5% as compared to the same period in 2003. The decrease in the interest rates paid on interest bearing liabilities, which were offset in part by an increase in the average volume of interest bearing liabilities primarily resulted in the decline in interest expense during the first quarter of 2004. The average yield paid on interest bearing liabilities decreased .17%, from 2.00% at December 31, 2003 to 1.83% at March 31, 2004. The decrease in the average yield on interest bearing liabilities during the first quarter of 2004 was primarily due to the decrease in the interest rates paid on time deposits and savings deposits.

 

Interest income on investment securities decreased $62,143 or 6.2% during the three months ended March 31, 2004 over 2003. The decrease in the average volume of investment securities contributed to the decrease in net interest income during the first quarter of 2004. The average volume of investment securities decreased $5,179,000 since December 31, 2003.

 

Interest and fees on loans decreased $12,034 or .5% for the three month period ended March 31, 2004 as compared the same period in 2003. The decrease in interest and fees on loans was primarily due to the decline in the yield earned on loans. The taxable equivalent yield on loans decreased from 7.05% at December 31, 2003 to 6.63% at March 31, 2004.

 

Noninterest Income

 

Service charges and other fees represent the major component of noninterest income. These charges are earned from assessments made on checking and savings accounts. Service charges increased $26,166 during the three months ended March 31, 2004, up 15.7%, from the same period in 2003. The increase in service charges primarily resulted from an increase in the number of charges assessed on deposit accounts combined with an increase in the number of deposit holders compared to the prior year.

 

Sales of investment securities for the three month period ended March 31, 2004 were primarily the result of sales by the Holding Company. The Holding Company accounted for securities gains of $56 and securities losses of $2,557 during the period ended March 31, 2004 and those sales were attributable to sales of marketable equity securities. There were no sales of investment securities during the three month period ended March 31, 2003.

 

12


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Noninterest Income (Continued)

 

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. During the first quarter of 2004, other operating income decreased of $1,929 or 2.0% compared to the same period in 2003. The decrease in other operating income resulted primarily from a decrease in ATM fees, utility collection fees, and credit card fees, offset in part by an increase in checkbook income and safe deposit box rental income during the first quarter of 2004.

 

Non-Interest Expense

 

Salary and employee benefits is the largest component of noninterest expense. Salary and employee benefits increased $95,559 or 12.0% during the three months ended March 31, 2004 over the same period in 2003. The increase in salary and employee benefits in 2004 compared to 2003 was primarily due to the hiring of additional loan personnel and normal annual merit adjustments.

 

Occupancy expenses increased $11,490 or 4.6% during the three months ended March 31, 2004 compared to the same period in 2003. Increased equipment repair and maintenance costs primarily contributed to the increase in occupancy expenses in 2004 as compared to 2003. The Company incurred additional maintenance costs with the operation of the internet web site and online banking program during the first quarter of 2004 compared to 2003.

 

The major components of other operating expenses include: stationery and supplies, directors’ fees, service expense, postage and transportation, other taxes, advertising, and regulatory assessment and deposit insurance. Other operating expenses decreased $32,331 or 6.4% for the three months ended March 31, 2004 over 2003. During the first quarter of 2004 compared to the same period in 2003, other operating expenses primarily declined due to decreases in stationery and supplies expense, regulatory assessments, postage expense, other taxes, other expenses and service expense, offset in part by increases in director fees and advertising expense. Operational efficiencies were improved with the merger of the Company’s two subsidiary banks in June 2003, thereby contributing to the reduction in other operating expenses in 2004.

 

Income Taxes

 

Income tax expense for the period ended March 31, 2004 was $220,431, an increase of 11.3% compared to the same period in 2003. Income tax expense increased primarily due to an increase in pre-taxable income of $61,697 during the first quarter of 2004 over the same period in 2003. Components of the income tax expense for March 31, 2004 were $182,336 for federal taxes and $38,095 for West Virginia corporate net income taxes.

 

For federal income tax purposes, tax-exempt income is based on qualified state, county, and municipal bonds and loans. Tax-exempt income was $306,992 and $315,310 for the three month periods ended March 31, 2004 and 2003, respectively.

 

Federal income tax rates and West Virginia corporate net income tax rates remain consistent at 34% and 9%, respectively, for the three months ended March 31, 2004 and 2003 and for the year ended December 31, 2003.

 

13


Table of Contents

Table Two Average Balance Sheets and Interest Rate Analysis

(dollars 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 March 31, 2004 and 2003 and the year ended December 31, 2003. Average balance sheet information as of March 31, 2004 and March 31, 2003 and December 31, 2003 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 cost. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status classification.

 

     (Unaudited)           (Unaudited)  
     March 31, 2004

    December 31, 2003

    March 31, 2003

 
    

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

   $ 53,144     $ 400    3.03 %   $ 46,358     $ 1,407    3.04 %   $ 38,565     $ 321    3.38 %

Mortgage backed securities

     37,020       314    3.41 %     44,504       1,381    3.10 %     43,831       394    3.65 %

Obligations of states and political subdivisions

     18,880       171    3.64 %     20,259       743    3.67 %     19,479       187    3.89 %

Other securities

     3,535       48    5.46 %     6,637       343    5.17 %     6,987       93    5.40 %
    


 

  

 


 

  

 


 

  

Total Investment securities:

     112,579       933    3.33 %     117,758       3,874    3.29 %     108,862       995    3.71 %

Interest bearing deposits

     1,381       3    0.87 %     1,721       16    0.93 %     210       1    1.93 %

Federal funds sold

     5,738       13    0.91 %     6,913       72    1.04 %     8,657       24    1.12 %

Loans, net of unearned income

     149,006       2,357    6.36 %     137,826       9,329    6.77 %     135,662       2,369    7.08 %

Other earning assets

     948       6    2.55 %     890       28    3.15 %     989       7    2.87 %
    


 

  

 


 

  

 


 

  

Total earning assets

     269,652       3,312    4.94 %     265,108       13,319    5.02 %     254,380       3,396    5.41 %

Cash and due from banks

     5,524                    5,822                    5,295               

Bank premises and equipment

     3,891                    4,019                    4,121               

Other assets

     5,109                    5,110                    4,916               

Allowance for loan losses

     (2,278 )                  (2,107 )                  (2,067 )             
    


              


              


            

Total Assets

   $ 281,898                  $ 277,952                  $ 266,645               
    


              


              


            

LIABILITIES

                                                               

Time deposits

   $ 91,245     $ 734    3.24 %   $ 94,156     $ 3,285    3.49 %   $ 96,568     $ 887    3.73 %

Savings deposits

     88,705       218    0.99 %     86,322       952    1.10 %     81,804       247    1.22 %

Interest bearing demand deposits

     38,110       30    0.32 %     36,586       142    0.39 %     34,212       36    0.43 %

Federal funds purchased and repurchase agreements

     13,654       55    1.62 %     12,671       199    1.57 %     8,778       34    1.57 %

FHLB borrowings

     2,459       29    4.74 %     544       26    4.78 %     —         —      —    
    


 

  

 


 

  

 


 

  

Total interest bearing liabilities

     234,173       1,066    1.83 %     230,279       4,604    2.00 %     221,362       1,204    2.21 %

Demand deposits

     23,488                    24,157                    22,370               

Other liabilities

     1,734                    1,632                    1,566               
    


              


              


            

Total Liabilities

     259,395                    256,068                    245,298               

STOCKHOLDERS’ EQUITY

     22,503                    21,884                    21,347               
    


              


              


            

Total Liabilities and Stockholders’ Equity

   $ 281,898                  $ 277,952                  $ 266,645               
    


              


              


            

Net yield on earning assets

           $ 2,246    3.35 %           $ 8,715    3.29 %           $ 2,192    3.49 %
            

  

         

  

         

  

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 March 31, 2004 and 2003, and the year ended December 31, 2003, respectively. The effect of this adjustment is presented below.     

Investment securities

   $ 112,579     $ 1,037    3.70 %   $ 117,758     $ 4,333    3.68 %   $ 108,862     $ 1,111    4.14 %

Loans

     149,006       2,458    6.63 %     137,826       9,720    7.05 %     135,662       2,464    7.37 %
    


 

  

 


 

  

 


 

  

Total earning assets

   $ 269,652     $ 3,517    5.25 %   $ 265,108     $ 14,169    5.34 %   $ 254,380     $ 3,607    5.75 %
    


 

  

 


 

  

 


 

  

Taxable equivalent net yield on earning assets

           $ 2,451    3.66 %           $ 9,565    3.61 %           $ 2,403    3.83 %
            

  

         

  

         

  

 

14


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Balance Sheet Analysis

 

Investments

 

Investment securities decreased $4,387,157 or 3.7% from $119,245,037 at December 31, 2003, to $114,857,880 at March 31, 2004. The decline in investment securities was primarily used to fund the loan growth during the quarter.

 

The investment portfolio is managed to attempt to achieve an optimum mix of asset quality, liquidity and maximum yield on investments. Taxable securities comprised 84.8% of total securities at March 31, 2004, as compared to 84.5% at December 31, 2003. 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 Company does not have any high risk hybrid/derivative instruments.

 

Investment securities that are classified available for sale are available for sale at any time based upon management’s assessment of changes in economic or financial market conditions. These securities are carried at fair value and the unrealized holding gains and losses, net of taxes, are reflected as a separate component of stockholder’s equity until realized. Available for sale securities, at fair value decreased $3,777,832 or 3.3% from December 31, 2003, and represented 97.1% of the investment portfolio at March 31, 2004. The decrease was primarily due to maturities and calls of U.S. Treasury and U.S. Government corporation and agency securities and corporate debt securities offset in part by the purchase of mortgage-backed securities. The held to maturity securities decreased $609,325 or 15.3% from December 31, 2003 and represented 2.9% of the investment portfolio as of March 31, 2004. 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 $1,549,093 and $997,588 at March 31, 2004 and December 31, 2003, respectively. The fair value of securities classified as held to maturity was above book value by $211,751 and $210,275 at March 31, 2004 and December 31, 2003, respectively.

 

Table Three

Investment Portfolio

 

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

 

     (Unaudited)     
    

March 31,

2004


  

December 31,

2003


     

Securities held to maturity:

             

Obligations of states and political subdivisions

   $ 3,366    $ 3,976
    

  

Total held to maturity

   $ 3,366    $ 3,976
    

  

Securities available for sale :

             

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

   $ 52,235    $ 56,644

Obligations of states and political subdivisions

     15,479      15,432

Corporate debt securities

     2,971      3,987

Mortgage-backed securities

     40,151      38,616

Equity Securities

     656      590
    

  

Total available for sale

     111,492      115,269
    

  

Total

   $ 114,858    $ 119,245
    

  

 

15


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Investments – Continued

 

Table Four

Investment Portfolio

(dollars in thousands)

 

The maturity distribution using book value including accretion of discounts and amortization of premiums and approximate yield of investment securities at March 31, 2004 and December 31, 2003 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)                        
     March 31, 2004

    December 31, 2003

 
    

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

   $ —      —   %   $ 4,803    1.91 %   $ —      —   %   $ 3,440    3.41 %

After One But Within Five Years

     —      —         36,758    2.72       —      —         42,111    2.73  

After Five But Within Ten Years

     —      —         10,316    3.95       —      —         10,731    4.03  

After Ten Years

     —      —         358    1.62       —      —         362    1.62  
    

  

 

  

 

  

 

  

       —      —         52,235    2.88       —      —         56,644    3.01  

States & Political Subdivisions

                                                    

Within One Year

     15    7.97       2,240    3.57       15    7.97       2,152    3.54  

After One But Within Five Years

     3,074    6.21       5,533    4.41       2,857    6.13       6,054    4.44  

After Five But Within Ten Years

     277    6.37       7,589    4.66       1,104    6.46       6,607    4.93  

After Ten Years

     —      —         117    5.50       —      —         619    3.01  
    

  

 

  

 

  

 

  

       3,366    6.23       15,479    4.42       3,976    6.23       15,432    4.47  

Corporate Debt Securities

                                                    

Within One Year

     —      —         1,364    5.82       —      —         1,000    2.60  

After One But Within Five Years

     —      —         1,607    5.91       —      —         2,987    5.85  
    

  

 

  

 

  

 

  

       —      —         2,971    5.87       —      —         3,987    5.03  

Mortgage-Backed Securities

     —      —         40,151    3.65       —      —         38,616    3.91  

Equity Securities

     —      —         656    2.26       —      —         590    2.02  
    

  

 

  

 

  

 

  

Total

   $ 3,366    6.23 %   $ 111,492    3.45 %   $ 3,976    6.23 %   $ 115,269    3.57 %
    

  

 

  

 

  

 

  

 

16


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Loans

 

Loans represent the largest asset on the Company’s balance sheet. Total loans, net of unearned income, increased $4,439,508 or 3.0% from $146,710,494 at December 31, 2003 to $151,150,002 at March 31, 2004. The growth in the loan portfolio in the first quarter of 2004 was primarily due to an increase in commercial loans.

 

Real estate residential loans which include real estate construction, real estate farmland, and real estate residential loans comprised thirty-five percent (35%) of the loan portfolio. Commercial loans which include real estate secured by non-farm, non-residential and commercial and industrial loans comprised forty-four percent (44%) of the loan portfolio. Installment loans comprised thirteen percent (13%) of the loan portfolio. Other loans which include non-rated industrial development obligations, direct financing leases and other loans comprised eight percent (8%) of the loan portfolio. The changes in the composition of the loan portfolio since December 31, 2003 were a 1% increase in commercial loans, and a 1% decrease in real estate residential loans.

 

Table Five - Loan Portfolio

Loans outstanding are as follows (in thousands):

 

     (Unaudited)     
    

March 31,

2004


  

December 31,

2003


     

Real Estate-Residential

             

Real estate-construction

   $ 2,053    $ 1,932

Real estate-farmland

     311      315

Real estate-residential

     50,712      50,732
    

  

     $ 53,076    $ 52,979
    

  

Commercial              

Real estate-secured by nonfarm, nonresidential

   $ 48,252    $ 44,692

Commercial & industrial

     18,485      18,460
    

  

     $ 66,737    $ 63,152
    

  

Installment              

Installment and other loans to individuals

   $ 18,768    $ 18,887
    

  

Others              

Nonrated industrial development obligations

   $ 12,597    $ 11,847

Other loans

     160      22
    

  

     $ 12,757    $ 11,869
    

  

Total

     151,338      146,887

Less unearned interest

     188      176
    

  

     $ 151,150    $ 146,711
    

  

 

17


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Table Six

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

(dollars in thousands)

 

The following table presents the contractual maturities of loans other than installment loans and residential mortgages as of March 31, 2004 and December 31, 2003:

 

     (Unaudited)     
     March 31, 2004

   December 31, 2003

    

In one

Year or Less


  

After one

Year Through

Five Years


  

After

Five Years


  

In one

Year or Less


  

After one

Year Through

Five Years


  

After

Five Years


                 
                 

Real estate construction

   $ 728    $ 1,187    $ 138    $ 640    $ 1,172    $ 120

Commercial real estate - secured by nonfarm, nonresidential property

     506      2,744      45,002      974      2,543      41,175

Commercial and industrial

     1,798      8,181      8,506      1,691      8,206      8,563

Nonrated industrial development obligations

     1,644      2,905      8,048      1,474      2,877      7,496
    

  

  

  

  

  

Total

   $ 4,676    $ 15,017    $ 61,694    $ 4,779    $ 14,798    $ 57,354
    

  

  

  

  

  

 

The following table presents an analysis of fixed and variable rate loans as of March 31, 2004 and December 31, 2003 along with the contractual maturities of loans other than installment loans and residential mortgages:

 

     (Unaudited)               
     March 31, 2004

   December 31, 2003

    

In one

Year or Less


  

After one

Year Through

Five Years


  

After

Five Years


  

In one

Year or Less


  

After one

Year Through

Five Years


  

After

Five Years


                 
                 

Fixed Rates

   $ 3,802    $ 8,250    $ 13,145    $ 3,449    $ 8,057    $ 12,435

Variable Rates

     874      6,767      48,549      1,330      6,741      44,919
    

  

  

  

  

  

Total

   $ 4,676    $ 15,017    $ 61,694    $ 4,779    $ 14,798    $ 57,354
    

  

  

  

  

  

 

Non-performing assets include non-accrual loans on which the collectibility of the full amount of interest is uncertain; loans which have been renegotiated to provide for a reduction or deferral of interest on principal because of a deterioration in the financial position of the borrower; loans past due ninety days or more as to principal or interest; and other real estate owned. A summary of nonperforming assets is presented in Table Seven.

 

Total non-performing loans were $2,140,000 at March 31, 2004 as compared to $2,169,000 at December 31, 2003. The decline in loans past due 90 days or more primarily contributed to the decrease in non-performing loans. Loans past due 90 days or more and still accruing interest were $24,000 at March 31, 2004, as compared to $58,000 at December 31, 2003.

 

Loans are placed in non-accrual when the principal or interest is past due 90 days or more, unless the loan is both well secured and in the process of collection. Non-accrual loans were at 1.4% of total loans outstanding as of March 31, 2004, as compared to 1.4% of total loans at December 31, 2003. Management continues to monitor the nonperforming assets to ensure against deterioration in collateral values.

 

18


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Loans – Continued

 

Table Seven

Risk Elements

(dollars in thousands)

 

Loans which are in the process of collection, but are contractually past due 90 days or more as to interest or principal, renegotiated, non-accrual loans and other real estate are as follows:

 

     (Unaudited)        
     March 31,

   

December 31,

2003


 
     2004

    2003

   

Past Due 90 Days or More:

                        

Real Estate - residential

   $ —       $ —       $ 52  

Commercial

     15       —         —    

Installment

     9       30       6  
    


 


 


     $ 24     $ 30     $ 58  
    


 


 


Non-accrual:

                        

Real Estate - residential

   $ 78     $ —       $ 12  

Commercial

     2,025       1,445       2,052  

Installment

     1       27       35  
    


 


 


     $ 2,104     $ 1,472     $ 2,099  
    


 


 


Other Real Estate

   $ 12     $ 102     $ 12  
    


 


 


Total non-performing assets

   $ 2,140     $ 1,604     $ 2,169  
    


 


 


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

     1.42 %     1.19 %     1.48 %

 

Generally, all banks recognize interest income on the accrual basis, except for certain loans which are placed on a non-accrual status. Loans are placed on a non-accrual status, when in the opinion of management doubt exists as to its collectibility. In accordance with the Office of the Comptroller of the Currency Policy, banks may not accrue interest on any loan which either the principal or interest is past due 90 days or more unless the loan is both well secured and in the process of collection.

 

The amount of interest income that would have been recognized had the loans performed in accordance with their original terms was approximately $47,000, $31,400 and $173,500 for the periods ended March 31, 2004, March 31, 2003 and December 31, 2003, respectively.

 

As of March 31, 2004, 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.

 

19


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Table Eight

Analysis of Allowance for Possible Loan Losses

(dollars in thousands)

 

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

 

     (Unaudited)        
     March 31,

   

December 31,

2003


 
     2004

    2003

   

Allowance for loan losses:

                        

Balance at beginning of period:

   $ 2,305     $ 2,027     $ 2,027  

Loans Charged Off:

                        

Real Estate - residential

     —         13       13  

Commercial

     140       —         77  

Installment

     29       6       76  
    


 


 


       169       19       166  

Recoveries:

                        

Real Estate - residential

     17       3       3  

Commercial

     —         —         —    

Installment

     5       2       6  
    


 


 


       22       5       9  

Net Charge-offs

     147       14       157  

Additions Charged to Operations

     30       90       435  
    


 


 


Balance at end of period:

   $ 2,188     $ 2,103     $ 2,305  
    


 


 


Average Loans Outstanding

   $ 149,006     $ 133,662     $ 137,826  
    


 


 


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

     0.10 %     0.01 %     0.11 %

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

     1.45 %     1.56 %     1.57 %

 

The additions to the allowance for loan losses are based on management’s evaluation of characteristics of the loan portfolio, current and anticipated economic conditions, past loan experiences, net loans charged-off, specific problem loans and delinquencies, and other factors.

 

20


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Allowance for Loan Losses

 

In all lending activities there is an inherent risk that borrowers will be unable to repay their obligations. The Company maintains an allowance for loan losses to absorb probable loan losses. Table Eight presents a summary of the Allowance for Loan Losses.

 

The Company has historically maintained the allowance for loan losses at a level greater than actual charge-offs. Although a subjective evaluation is determined by management, the Company 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 Company’s market area could result in new estimates which could affect the Company’s earnings. Management monitors the quality of the loan portfolio 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 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.

 

The allowance for loan losses decreased $116,653 or 5.1%, since December 31, 2003. The allowance for loan losses represented 1.5% and 1.6% of outstanding loans as of March 31, 2004 and December 31, 2003, respectively. Net loan charge-offs were $146,654 in 2004, compared to $159,067 in 2003. The net loan charge-offs during the first quarter of 2004 were primarily commercial and consumer loans. The provision for possible loan losses was $30,000 for the three month period ended March 31, 2004, compared to $90,000 at March 31, 2003. The credit quality of the loan portfolio combined with the recent level of net charge-offs and nonperforming assets continue to be considered in the calculation of the provision for loan losses.

 

The Company has allocated the allowance for possible loan losses to specific portfolio segments based upon historical net charge-off experience, changes in the level of nonperforming assets, local economic conditions and management’s experience as presented in Table Nine.

 

Table Nine

Loan Portfolio - Allocation of allowance for possible loan losses

(dollars in thousands)

 

The following table presents an allocation of the allowance for possible loan losses at each of the four year periods ended December 31, 2003, and the three month period ended March 31, 2004. 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.

 

     March 31,    

December 31,


 
     2004

    2003

    2002

    2001

    2000

 
     Amount

  

Percent

of loans

in each
category

to total

loans


    Amount

  

Percent

of loans

in each
category

to total

loans


    Amount

  

Percent

of loans

in each
category

to total

loans


    Amount

  

Percent

of loans

in each
category

to total

loans


    Amount

  

Percent

of loans

in each
category

to total

loans


 

Real estate -
residential

   $ 328    35.1 %   $ 311    36.0 %   $ 276    37.5 %   $ 263    37.3 %   $ 241    37.9 %

Commercial

     1,319    44.1       1,429    43.0       1,161    41.7       821    40.0       549    37.0  

Installment

     520    12.4       544    12.9       569    12.9       541    16.1       492    20.9  

Others

     21    8.4       21    8.1       21    7.9       21    6.6       20    4.2  
    

  

 

  

 

  

 

  

 

  

Total

   $ 2,188    100.0 %   $ 2,305    100.0 %   $ 2,027    100.0 %   $ 1,646    100.0 %   $ 1,302    100.0 %
    

  

 

  

 

  

 

  

 

  

 

21


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Deposits

 

A stable core deposit base is the major source of funds for the Holding Company’s subsidiary bank. The deposit mix depends upon many factors including competition from other financial institutions, depositor interest in certain types of deposits, changes in the interest rate and the Company’s need for certain types of deposit growth. Total deposits were $240,394,947 at March 31, 2004 as compared to $241,947,330 at December 31, 2003, a decrease of .6%. During the first quarter of 2004, the decline in deposits was primarily in noninterest bearing demand deposits, time deposits and savings deposits, offset in part by an increase in interest bearing demand deposits. During the first quarter of 2004, noninterest bearing deposits decreased $1,234,532 or 5.2% and interest bearing deposits decreased $317,851 or .2%. At March 31, 2004, noninterest bearing deposits comprised 9% of total deposits and interest bearing deposits which include NOW, money market, savings and time deposits comprised 91% of total deposits. The change in the deposit mix from December 31, 2003 to March 31, 2004 was a 1% decrease in noninterest bearing deposits and a 1% increase in interest bearing deposits.

 

Table Ten

 

The following table presents other time deposits of $100,000 or more issued by domestic offices by time remaining until maturity of 3 months or less; over 3 through 6 months; over 6 through 12 months; and over 12 months. (Unaudited)

 

     March 31, 2004

         
     Maturities of Time Deposits in Excess of $100,000

         
    

In Three

Months

Or Less


  

Over Three

And Less Than

Six Months


  

Over Six

And Less Than

Twelve Months


  

Over

Twelve

Months


  

TOTAL


              
              
     (Expressed in Thousands)

Time Certificates of Deposit

   $ 8,349    $ 968    $ 4,224    $ 9,693    $ 23,234
     December 31, 2003

         
     Maturities of Time Deposits in Excess of $100,000

         
    

In Three

Months

Or Less


  

Over Three

And Less Than

Six Months


  

Over Six

And Less Than

Twelve Months


  

Over

Twelve

Months


  

TOTAL


              
              
     (Expressed in Thousands)

Time Certificates of Deposit

   $ 3,327    $ 8,283    $ 3,819    $ 9,047    $ 24,476

 

Federal Funds Purchased and Repurchase Agreements

 

Federal funds purchased and repurchase agreements are short-term borrowings. There were no Federal funds purchased at March 31, 2004. Federal funds purchased were $800,000 as of December 31, 2003. The subsidiary bank has an accommodation agreement with a commercial bank to borrow a maximum aggregate amount of $4 million which expires in June 2004. Repurchase agreements decreased $743,145 or 5.2%, from $14,288,834 at December 31, 2003 to $13,545,689 at March 31, 2004. The decrease in repurchase agreements was primarily due to decreases in balances maintained by existing customers.

 

Federal Home Loan Bank Borrowings

 

Federal Home Loan Bank (“FHLB”) borrowings were $2,454,046 at March 31, 2004 compared to $2,463,464 at December 31, 2003 with an interest rate of 4.76%. The FHLB borrowings are collateralized by a blanket collateral agreement which assigns a security interest in capital stock, deposits, mortgage loans, securities and FHLB stock of the subsidiary bank. The borrowings will mature in 2018. The FHLB funding was utilized to mitigate the impact of rising interest rates for a long term fixed rate loan commitment.

 

22


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

 

Other Assets and Other Liabilities

 

Changes in other assets and liabilities were the primarily the result of trade date accounting on investment securities purchases and sales. At December 31, 2003, other assets were increased by approximately $3.7 million due to sales of investment securities. At March 31, 2004, other liabilities were increased by approximately $2.9 million due to purchases of investment securities.

 

Capital Resources

 

A strong capital base is vital to continued profitability because it promotes depositor and investor confidence and provides a solid foundation for future growth. Stockholders’ equity increased 1.6% during the first three months of 2004 entirely from current earnings after quarterly dividends, and increased 1.5% resulting from the effect of the change in the net unrealized gain on securities available for sale. Stockholders’ equity amounted to 8.3% of total assets at March 31, 2004 as compared to 8.1% at December 31, 2003.

 

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 bank has 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.

 

The following chart shows the regulatory capital levels for the company at March 31, 2004, and December 31, 2003:

 

Ratio


   Minimum

   

March 31,

2004


   

Dec. 31

2003


 
      

Leverage Ratio

   3 %   7.2 %   6.9 %

Risk Based Capital

                  

Tier 1 (core)

   4 %   11.5 %   11.3 %

Tier 2 (total)

   8 %   12.8 %   12.5 %

 

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 Holding Company had investment securities with an estimated fair value of $111,491,520 classified as available for sale at March 31, 2004. 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 funding, in the form of collateralized advances. At March 31, 2004, the subsidiary bank had a short term line of credit available with the FHLB in the aggregate amount of approximately $7 million. There was no short term borrowings outstanding pursuant to this agreement as of March 31, 2004.

 

At March 31, 2004 and December 31, 2003, the Holding Company had outstanding loan commitments and unused lines of credit totaling $29,478,000 and $28,034,000, respectively. As of March 31, 2004, management placed a high probability for required funding within one year of approximately $24.8 million. Approximately $4.2 million is principally unused home equity and credit card lines on which management places a low probability for required funding.

 

23


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 March 31, 2004 was as follows: given a 200 basis point increase scenario net interest income would be reduced by approximately 5.1%, and given a 200 basis point decrease scenario net interest income would be reduced by approximately 13.4%. The Asset Liability committee believes that a 200 basis point decline in interest rates is unlikely to occur, and have determined that a 100 basis point instantaneous change may be more realistic. Therefore, the results using a +/-100 basis point interest rate scenario are presented. Under the 100 basis point increase scenario net interest income would be reduced by approximately 2.0%, and given a 100 basis point decrease scenario net interest income would be reduced by 5.3%. The projections provided by the model are not intended as an actual forecast of the bank’s performance in a particular rate environment, and should not be relied upon. Actual changes in the interest rate environment normally do not take place instantaneously, but over a period of time, and do not occur in a parallel fashion. Additionally, the balance sheet composition, spread relationships for new dollars invested, non interest income and expenses, investment practices, and deposit practices all change as a result of changes in interest rates and would need to be considered by the Asset Liability committee.

 

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.

 

24


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, Use of Proceeds and Issuer Purchases of Equity Securities

 

Inapplicable

 

Item 3 Defaults Upon Senior Securities

 

Inapplicable

 

Item 4 Submission of Matters to Vote of Security Holders

 

Inapplicable

 

Item 5 Other Information

 

Item 6 Exhibits and Reports on Form 8–K

 

(a) Reports on Form 8–K

 

On March 26, 2004 a report on Form 8 - K was filed which contained a press release dated March 25, 2004 that reported the earnings of First West Virginia Bancorp, Inc. for the fourth quarter and year ended December 31, 2003.

 

(b) Exhibits

 

The exhibits listed in the Exhibit Index on page 27 of this FORM 10-Q are incorporated by reference and/or filed herewith.

 

25


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: May 12, 2004

 

26


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.
10.3    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    Rule 13a-14(a) / 15d/14(a) Certifications – 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    Rule 13a-14(a) / 15d/14(a) Certifications – 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.

 

27