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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, 2005

 

¨ 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 11, 2005:

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    3-11
Item 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations    12-25
Item 3    Quantitative and Qualitative Disclosures About Market Risk    26
Item 4    Controls and Procedures    26
PART II - Other Information     
Item 1    Legal Proceedings    27
Item 2    Unregistered Sales of Equity Securities and Use of Proceeds    27
Item 3    Defaults upon Senior Securities    27
Item 4    Submission of matters to a Vote of Security Holders    27
Item 5    Other Information    27
Item 6    Exhibits and Reports on Form 8-K    27
    

Exhibit Index

   29
    

Reports on Form 8-K

   27
    

Signatures

   28

Certifications

    

 

2


Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.

 

PART I

 

FINANCIAL INFORMATION

 

3


Table of Contents

First West Virginia Bancorp, Inc.

 

CONSOLIDATED BALANCE SHEETS

 

    

March 31,

2005


    December 31,
2004


 
     (Unaudited)        
ASSETS                 

Cash and due from banks

   $ 6,472,654     $ 5,474,000  

Due from banks - interest bearing

     240,444       491,166  

Federal funds sold

     2,592,000       2,155,000  
    


 


Total cash and cash equivalents

     9,305,098       8,120,166  

Investment securities:

                

Available-for-sale (at fair value)

     100,052,796       103,736,472  

Held-to-maturity (fair value of $2,898,354 and $2,927,330, respectively)

     2,822,331       2,824,579  

Loans

     150,090,297       154,331,037  

Less allowance for loan losses

     (2,425,439 )     (2,356,101 )
    


 


Net loans

     147,664,858       151,974,936  

Premises and equipment, net

     3,853,203       3,855,870  

Accrued income receivable

     1,338,335       1,259,205  

Other intangible assets

     258,858       281,046  

Goodwill

     1,644,119       1,644,119  

Bank owned life insurance

     3,111,042       3,080,724  

Other assets

     3,151,538       3,024,628  
    


 


Total assets

   $ 273,202,178     $ 279,801,745  
    


 


LIABILITIES                 

Noninterest bearing deposits:

                

Demand

   $ 24,832,487     $ 26,288,924  

Interest bearing deposits:

                

Demand

     38,775,413       37,493,712  

Savings

     84,448,837       86,900,317  

Time

     83,662,747       85,488,054  
    


 


Total deposits

     231,719,484       236,171,007  

Federal funds purchased and securities sold under agreements to repurchase

     14,176,102       15,759,200  

Federal Home Loan Bank borrowings

     2,415,235       2,425,111  

Accrued interest payable

     366,339       349,357  

Other liabilities

     1,096,598       1,144,034  
    


 


Total liabilities

     249,773,758       255,848,709  
    


 


STOCKHOLDERS’ EQUITY                 

Common stock - 2,000,000 shares authorized at $5 par value: 1,538,443 shares issued at March 31, 2005 and December 31, 2004

     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

     11,692,731       11,437,407  

Accumulated other comprehensive income (loss)

     (711,032 )     68,908  
    


 


Total stockholders’ equity

     23,428,420       23,953,036  
    


 


Total liabilities and stockholders’ equity

   $ 273,202,178     $ 279,801,745  
    


 


 

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

 

4


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First West Virginia Bancorp, Inc.

 

CONSOLIDATED STATEMENTS OF INCOME

 

    

Three Months Ended,

March 31,


 
     2005

   2004

 
     (Unaudited)  

INTEREST AND DIVIDEND INCOME

               

Loans, including fees:

               

Taxable

   $ 2,169,563    $ 2,204,966  

Tax-exempt

     167,919      152,107  

Debt securities:

               

Taxable

     771,725      778,664  

Tax-exempt

     159,010      154,885  

Dividends

     4,496      2,855  

Other interest income

     5,914      6,050  

Federal funds sold

     27,088      12,748  
    

  


Total interest and dividend income

     3,305,715      3,312,275  
    

  


INTEREST EXPENSE

               

Deposits

     886,003      981,451  

Federal funds purchased and repurchase agreements

     72,459      55,105  

FHLB borrowings

     28,809      29,268  
    

  


Total interest expense

     987,271      1,065,824  
    

  


Net interest income

     2,318,444      2,246,451  

PROVISION FOR POSSIBLE LOAN LOSSES

     90,000      30,000  
    

  


Net interest income after provision for possible loan losses

     2,228,444      2,216,451  
    

  


NONINTEREST INCOME

               

Service charges and other fees

     165,902      192,494  

Net gains (losses) on available for sale securities

     77,856      (2,501 )

Other operating income

     129,170      96,861  
    

  


Total noninterest income

     372,928      286,854  
    

  


NONINTEREST EXPENSE

               

Salary and employee benefits

     960,618      891,303  

Net occupancy expense of premises

     306,820      261,325  

Other operating expenses

     663,065      471,506  
    

  


Total noninterest expense

     1,930,503      1,624,134  
    

  


Income before income taxes

     670,869      879,171  

INCOME TAXES

     125,141      220,431  
    

  


Net income

   $ 545,728    $ 658,740  
    

  


WEIGHTED AVERAGE SHARES OUTSTANDING

     1,528,443      1,528,443  
    

  


EARNINGS PER COMMON SHARE

   $ 0.36    $ 0.43  
    

  


 

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

 

5


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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, 2004

  1,538,443   $ 7,692,215   $ 4,982,606   $ 11,437,407     $ (228,100 )   $ 68,908             $ 23,953,036  

Comprehensive loss:

                                                       

Net income

  —       —       —       545,728       —         —       $ 545,728       545,728  

Other comprehensive loss, net of tax

                                                       

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

  —       —       —       —         —         (779,940 )     (779,940 )     (779,940 )
                                           


       

Comprehensive loss

                                          $ (234,212 )        
                                           


       

Cash dividend ($.19 per share)

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

 

 


 


 


         


BALANCE, MARCH 31, 2005

  1,538,443   $ 7,692,215   $ 4,982,606   $ 11,692,731     $ (228,100 )   $ (711,032 )           $ 23,428,420  
   
 

 

 


 


 


         


 

    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,


 
     2005

    2004

 

Disclosure of reclassification amount, net of tax:

                

Unrealized holding gains (losses) arising during the period

   $ (731,381 )   $ 342,414  

Less reclassification adjustment for gains (losses) included in net income

     48,559       (1,560 )
    


 


Net unrealized gains (losses) on securities

   $ (779,940 )   $ 343,974  
    


 


 

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

 

6


Table of Contents

First West Virginia Bancorp, Inc.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

    

For the Three Months Ended

March 31,


 
     2005

    2004

 

OPERATING ACTIVITIES

                

Net income

   $ 545,728     $ 658,740  

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

                

Provision for loan losses

     90,000       30,000  

Depreciation and amortization

     113,946       112,971  

Amortization of investment securities, net

     94,181       159,951  

Investment security (gains) losses

     (77,856 )     2,501  

Net (gains) losses on sales of assets

     53,043       (3,726 )

Increase in cash surrender value of bank-owned life insurance

     (30,318 )     —    

Increase in interest receivable

     (79,130 )     (164,424 )

Increase in interest payable

     16,982       283  

Other, net

     230,554       6,600,994  
    


 


Net cash provided by operating activities

     957,130       7,397,290  
    


 


INVESTING ACTIVITIES

                

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

     4,216,596       (4,608,211 )

Proceeds from sales of securities available-for-sale

     2,786,518       10,553  

Proceeds from maturities of securities available-for-sale

     114,694,201       15,588,793  

Proceeds from maturities of securities held-to-maturity

     —         610,000  

Principal collected on mortgage-backed securities

     3,254,826       3,593,562  

Purchases of securities available-for-sale

     (118,315,356 )     (15,026,698 )

Recoveries on loans previously charged-off

     3,482       22,050  

Purchases of premises and equipment

     (89,091 )     (21,156 )

Proceeds from sales of premises and equipment

     11,527       14,101  
    


 


Net cash provided by investing activities

     6,562,703       182,994  
    


 


FINANCING ACTIVITIES

                

Net decrease in deposits

     (4,451,523 )     (1,552,383 )

Dividends paid

     (290,404 )     (290,404 )

Decrease in short-term borrowings

     (1,583,098 )     (1,543,145 )

Decrease in FHLB borrowings

     (9,876 )     (9,418 )
    


 


Net cash used in financing activities

     (6,334,901 )     (3,395,350 )
    


 


INCREASE IN CASH AND CASH EQUIVALENTS

     1,184,932       4,184,934  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

     8,120,166       7,024,394  
    


 


CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 9,305,098     $ 11,209,328  
    


 


Supplemental Disclosures:

                

Cash Paid for Interest

   $ 970,289     $ 1,065,541  

Cash Paid for Income Taxes

   $ —       $ 45,000  

 

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

 

7


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 AND 2004

(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.

 

8


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 AND 2004

(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 $2,425,439 at March 31, 2005, 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, 2005, 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.

 

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, 2005 and 2004. The unamortized balance from the purchase of these core deposit intangible assets is $258,858 and $281,046 at March 31, 2005 and December 31, 2004, 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.

 

9


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 AND 2004

(Unaudited)

 

Note 1 - Critical Accounting Policies - (Continued)

 

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.

 

COMPREHENSIVE INCOME

 

The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented. The following represents comprehensive income for the three months ended March 31, 2005, and 2004. Other comprehensive income comprises unrealized holding gains (losses) on the available-for-sale securities portfolio. The Company has elected to report the effects of other comprehensive income as part of the Consolidated Statement of Changes in Stockholders’ Equity.

 

The following table represents other comprehensive income before tax and net of tax:

 

     March 31,
2005


   

December 31,

2004


 

Before-tax amount

   $ (1,250,505 )   $ (887,106 )

Tax effect

     470,565       333,818  
    


 


Net of tax effect

   $ (779,940 )   $ (553,288 )
    


 


 

NOTE 2 - REGULATORY MATTERS

 

In December, 2004, the Company’s subsidiary bank entered into an agreement with the Office of the Comptroller of the Currency (OCC) relating to the results of its most recent report of examination. The Formal Agreement contains certain required actions and certain restrictions. The agreement requires the subsidiary bank to develop plans, programs, policies, and procedures relating to management and board supervision, long-term strategic goals, loan portfolio, criticized assets, capital, internal audit and internal loan review by certain dates and then to implement and follow those plans, programs, policies and procedures. A review and evaluation of certain groups of loans and correction of deficiencies is also required. Additionally, the formal agreement mandates that the subsidiary bank achieve and maintain a 7.50% Tier 1 leverage ratio and 13.0% Tier 1 capital ratio by March 31, 2005. The subsidiary bank was granted an extension until May 30, 2005 to meet the capital requirements. Under the terms of the formal agreement, the board of directors of the subsidiary bank is responsible for the proper and sound management of the Bank and must appoint a compliance committee from among their independent members, and report monthly to the OCC on the progress in complying with the agreement. The subsidiary bank board has appointed a compliance committee and has filed monthly reports with the OCC.

 

The Company’s board of directors also adopted a resolution with the Federal Reserve Bank of Cleveland, under authority given it by the Board of Governors of the Federal Reserve System, the federal regulatory agency for the Company. As with the agreement of the OCC, the Federal Reserve resolution necessitates certain actions and restrictions. Without prior Federal Reserve approval and a 30 day prior notice requirement, the resolution prohibits the Company from paying dividends, incurring debt, or participating in the acquisition of treasury stock. In addition, prior written approval is required before engaging in any non-bank activities. To date, the Company has taken, and intends to continue to take, all appropriate steps to comply with the Federal Reserve requirements.

 

10


Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005 AND 2004

(Unaudited)

 

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

In April, the Securities and Exchange Commission adopted a new rule that amends the compliance dates for Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS No. 123R). The Statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements and that this cost be measured based on the fair value of the equity or liability instruments issued. FAS No. 123 (Revised 2004) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company will adopt FAS No. 123 (Revised 2004) on January 1, 2006 and is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations.

 

In December 2004, FASB issued FAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. FAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of FAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

 

11


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 Company), and its subsidiary for the three months ended March 31, 2005 and 2004. 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, 2004.

 

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 Company reported net income of $545,728 or $.36 per share for the three months ended March 31, 2005 compared to $658,740 or $.43 per share for the same period during 2004. The 17.2% decrease in earnings was primarily due to the increase in noninterest expenses and the provision for loan losses, offset in part by the increases in net interest income and noninterest income for the three months ended March 31, 2005 as compared to the same period in 2004. For the first three months of 2005, the Company’s return on average assets (ROA) was .79% as compared to .94% for the same period in 2004. The annualized return on average equity (ROE) was 9.23% for the first three months of 2005 as compared to 11.78% for the same period in 2004.

 

Operational earnings improved with net interest income increasing $71,993 or 3.2%, during the three months ended March 31, 2005, as compared to the same period in 2004. Net interest income increased primarily due to the decrease in the interest rates paid on interest bearing liabilities. Noninterest expenses increased $306,369 or 18.9% during the three months ended March 31, 2005 as compared to the same period in 2004 primarily due to expenses associated with the December, 2004 formal agreement between the Company’s subsidiary bank and the Office of the Comptroller of the Currency as well as the related expenses of leasing a new corporate office facility in January, 2005.

 

The Company ended the first quarter of 2005 with total assets of $273,202,178. Loans decreased during the first three months of 2005 by $4,240,740, or 2.7%, to $150,090,297. Total deposits decreased by $4,451,523, or 1.9% since December 31, 2004 and was primarily due to a decrease in savings and time deposits offset in part by the increase in noninterest bearing deposits.

 

The allowance for loan losses amounted to $2,425,439 or 1.6% of total loans at March 31, 2005, compared to $2,356,101 or 1.5% of total loans at December 31, 2004. Non-performing assets were $1,867,000 at March 31, 2005, as compared to $1,642,000 at December 31, 2004. The increase in non-performing assets was primarily due to the additional nonaccrual loans.

 

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

 

12


Table of Contents

Table One

 

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)

 

     For the three months ended
March 31,


    December 31,

 
     2005

    2004

    2004

    2003

    2002

    2001

 

SUMMARY OF OPERATIONS

                                                

Total interest income

   $ 3,306     $ 3,312     $ 13,406     $ 13,319     $ 14,309     $ 14,772  

Total interest expense

     987       1,066       4,195       4,603       5,101       6,422  

Net interest income

     2,319       2,246       9,211       8,716       9,208       8,350  

Provision for loan losses

     90       30       300       435       540       573  

Total other income

     373       287       1,284       1,346       1,033       942  

Total other expenses

     1,931       1,624       6,747       6,342       6,062       5,324  

Income before income taxes

     671       879       3,448       3,285       3,639       3,395  

Net income

     546       659       2,637       2,518       2,674       2,412  

PER SHARE DATA

                                                

Net income

   $ 0.36     $ 0.43     $ 1.73     $ 1.64     $ 1.74     $ 1.57  

Cash dividends declared

     0.19       0.19       0.76       0.73       0.69       0.68  

Book value per share

     15.33       15.53       15.67       15.07       14.60       13.16  

AVERAGE BALANCE SHEET SUMMARY

                                                

Total loans, net

   $ 152,050     $ 149,006     $ 151,562     $ 137,826     $ 131,383     $ 118,224  

Investment securities

     107,010       112,579       110,528       117,758       93,962       73,639  

Deposits - interest bearing

     210,219       218,060       215,937       217,064       200,170       168,820  

Stockholders’ equity

     23,998       22,503       23,092       21,884       20,302       18,902  

Total assets

     280,605       281,898       284,930       277,952       252,543       217,006  

BALANCE SHEET

                                                

Investments

   $ 102,875     $ 114,858     $ 106,561     $ 119,245     $ 108,065     $ 82,202  

Loans

     150,090       151,150       154,331       146,711       136,772       120,944  

Other assets

     20,237       18,589       18,910       18,155       19,517       28,884  
    


 


 


 


 


 


Total Assets

   $ 273,202     $ 284,597     $ 279,802     $ 284,111     $ 264,354     $ 232,030  
    


 


 


 


 


 


Deposits

   $ 231,719     $ 240,395     $ 236,171     $ 241,947     $ 231,376     $ 203,772  

Federal funds purchased and repurchase agreements

     14,176       13,546       15,759       15,089       9,038       6,538  

FHLB borrowings

     2,415       2,454       2,425       2,464       —         —    

Other liabilities

     1,464       4,459       1,494       1,580       1,480       1,471  

Stockholders’ equity

     23,428       23,743       23,953       23,031       22,460       20,249  
    


 


 


 


 


 


Total Liabilities and Stockholders’ equity

   $ 273,202     $ 284,597     $ 279,802     $ 284,111     $ 264,354     $ 232,030  
    


 


 


 


 


 


SELECTED RATIOS

                                                

Return on average assets

     0.79 %     0.94 %     0.93 %     0.91 %     1.06 %     1.11 %

Return on average equity

     9.23 %     11.78 %     11.42 %     11.51 %     13.17 %     12.76 %

Average equity to average assets

     8.55 %     7.98 %     8.10 %     7.87 %     8.04 %     8.71 %

Dividend payout ratio

     52.78 %     44.19 %     43.93 %     44.51 %     39.66 %     43.31 %

Loan to Deposit ratio

     64.77 %     62.88 %     65.35 %     60.64 %     59.11 %     59.35 %

 

13


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, 2005 and 2004.

 

For the three months ended March 31, 2005, net interest income was $2,318,444, an increase of $71,993 or 3.2%, from the same period in 2004. The increase in net interest income was primarily due to the decrease in interest 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 3.88% for the three months ended March 31, 2005, as compared to 3.73% at December 31, 2004 and 3.66% at March 31, 2004.

 

During the three months ended March 31, 2005, interest expense decreased $78,553 or 7.4% as compared to the same period in 2004. The lower interest rates paid on interest bearing liabilities combined with the decrease in the average volume of interest bearing liabilities primarily resulted in the decline in interest expense. The average yield paid on interest bearing liabilities decreased .03%, from 1.78% at December 31, 2004 to 1.75% at March 31, 2005. The decrease in the average yield on interest bearing liabilities was primarily due to the decrease in the interest rates paid on time deposits and savings deposits.

 

Interest income decreased $6,560 or .2% for the first three months of 2005 compared to the same period of the prior year. Interest income on investment securities decreased $2,814 or .3% during the three months ended March 31, 2005 over 2004 and was primarily the result of the decline in the average volume of investment securities. Interest and fees on loans decreased $19,591 or .8% for the three month period ended March 31, 2005 as compared to the same period in 2004. The decrease in interest and fees on loans was primarily due to the decrease in the interest rates earned on loans offset by the increase in the average volume of loans. The taxable equivalent yield on loans decreased from 6.32% at December 31, 2004 to 6.24% at March 31, 2005.

 

Noninterest Income

 

Non interest income increased $86,074 or 30.0% for the three months ended March 31, 2005 as compared to same period of the prior year. The increase in noninterest income was primarily due to an increase in gains on sales of investment securities combined with the increase in other operating income, offset in part by decrease in service charges.

 

The Company accounted for securities gains of $86,126 and securities losses of $8,270 during the three month period ended March 31, 2005 which were primarily sales of securities available for sale and 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.

 

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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)

 

Service charges decreased $26,592 during the three months ended March 31, 2005, down 13.8%, from the same period in 2004. The decrease in service charges primarily resulted from a decrease in the number of charges assessed on deposit accounts compared to the prior year.

 

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. For the three month period ended March 31, 2005, other operating income increased $32,309 or 33.4% compared to the same period in 2004. The increase in other operating income resulted primarily from the earnings related to the cash surrender value of the bank owned life insurance on its key officers.

 

Noninterest Expense

 

Noninterest expense increased $306,369 or 18.9% for the three months ended March 31, 2005 as compared to same period of the prior year. The increase in noninterest expense was primarily due to increases in salary and employee benefits, net occupancy expense and other operating expense. Salary and employee benefits increased $69,315 or 7.8% during the three months ended March 31, 2005 over the same period in 2004. The increased salary and employee benefit expense in 2005 compared to 2004 was primarily due to the hiring of additional personnel to enhance lending operations, increased employee benefit costs and normal annual merit adjustments. Occupancy expenses increased $45,495 or 17.4% during the three months ended March 31, 2005 compared to the same period in 2004. Increased building maintenance costs, property taxes, insurance, and equipment repair and maintenance costs primarily contributed to the increase in occupancy expenses in 2005 as compared to 2004. Other operating expenses increased $191,559 or 40.6% for the three months ended March 31, 2005 over 2004. Other operating expenses primarily increased due to increases in service expense, director fees, regulatory assessments, stationery and supplies expense, postage expense, the loss related to the write down of other real estate owned and other expenses, offset in part by decreases in advertising expense and other taxes. Increased operating expenses during the three months ended March 31, 2005 pertained to: a write down of other real estate owned which amounted to $55,570 and primarily relates to commercial property held by the subsidiary bank; complaince with the Sarbanes-Oxley Act Section 404; and compliance with the December, 2004 Formal Agreement.

 

Income Taxes

 

Income tax expense for the three month period ended March 31, 2005 was $125,141, a decrease of 43.2% compared to the same period in 2004. Income tax expense decreased primarily due to the decrease in pre-taxable income combined with the increase of tax-exempt income during the first three months of 2005 over the same period in 2004. Components of the income tax expense for March 31, 2005 were $96,950 for federal taxes and $28,191 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 $326,929 and $306,992 for the three month periods ended March 31, 2005 and 2004, 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, 2005 and 2004 and for the year ended December 31, 2004.

 

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Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and Results of Holding Company Operations

 

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, 2005 and 2004 and the year ended December 31, 2004. Average balance sheet information for the periods ended March 31, 2005 and 2004 and December 31, 2004 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)

March 31, 2005


    December 31, 2004

   

(Unaudited)

March 31, 2004


 
    

Average

Volume


    Interest

  

Average

Rate


   

Average

Volume


    Interest

  

Average

Rate


   

Average

Volume


    Interest

  

Average

Rate


 

ASSETS:

                                                               

Investment securities:

                                                               

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

   $ 47,470     $ 374    3.20 %   $ 47,484     $ 1,457    3.07 %   $ 53,144     $ 400    3.03 %

Mortgage backed securities

     38,464       357    3.76 %     39,313       1,346    3.42 %     37,020       314    3.41 %

States and political subdivisions

     19,034       174    3.71 %     20,005       728    3.64 %     18,880       171    3.64 %

Other securities

     2,042       25    4.97 %     3,726       193    5.18 %     3,535       48    5.46 %
    


 

  

 


 

  

 


 

  

Total Investment securities:

     107,010       930    3.52 %     110,528       3,724    3.37 %     112,579       933    3.33 %

Interest bearing deposits

     528       3    2.30 %     993       11    1.11 %     1,381       3    0.87 %

Federal funds sold

     4,645       27    2.36 %     6,041       77    1.27 %     5,738       13    0.91 %

Loans, net of unearned income

     152,050       2,338    6.24 %     151,562       9,572    6.32 %     149,006       2,357    6.36 %

Other earning assets

     789       7    3.60 %     930       22    2.37 %     948       6    2.55 %
    


 

  

 


 

  

 


 

  

Total earning assets

     265,022       3,305    5.06 %     270,054       13,406    4.96 %     269,652       3,312    4.94 %

Cash and due from banks

     6,074                    6,055                    5,524               

Bank premises and equipment

     3,858                    3,876                    3,891               

Other assets

     8,043                    7,221                    5,109               

Allowance for loan losses

     (2,392 )                  (2,276 )                  (2,278 )             
    


              


              


            

Total Assets

   $ 280,605                  $ 284,930                  $ 281,898               
    


              


              


            

LIABILITIES

                                                               

Time deposits

   $ 85,215     $ 661    3.15 %   $ 87,972     $ 2,786    3.17 %   $ 91,245     $ 734    3.24 %

Savings deposits

     85,244       197    0.94 %     88,786       879    0.99 %     88,705       218    0.99 %

Interest bearing demand deposits

     39,760       28    0.29 %     39,179       127    0.32 %     38,110       30    0.32 %

Federal funds purchased and repurchase agreements

     15,688       72    1.86 %     16,906       286    1.69 %     13,654       55    1.62 %

FHLB borrowings

     2,420       29    4.86 %     2,444       117    4.79 %     2,459       29    4.74 %
    


 

  

 


 

  

 


 

  

Total interest bearing liabilities

     228,327       987    1.75 %     235,287       4,195    1.78 %     234,173       1,066    1.83 %

Demand deposits

     26,695                    24,885                    23,488               

Other liabilities

     1,585                    1,666                    1,734               
    


              


              


            

Total Liabilities

     256,607                    261,838                    259,395               

STOCKHOLDERS’ EQUITY

     23,998                    23,092                    22,503               
    


              


              


            

Total Liabilities and Stockholders’ Equity

   $ 280,605                  $ 284,930                  $ 281,898               
    


              


              


            

Net yield on earning assets

           $ 2,318    3.55 %           $ 9,211    3.41 %           $ 2,246    3.35 %
            

  

         

  

         

  

 

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, 2005 and 2004, and the year ended December 31, 2004, respectively. The effect of this adjustment is presented below.

 

      

Investment securities

   $ 107,010     $ 1,037    3.93 %   $ 110,528     $ 4,165    3.77 %   $ 112,579     $ 1,037    3.70 %

Loans

     152,050       2,449    6.53 %     151,562       10,000    6.60 %     149,006       2,458    6.63 %
    


 

  

 


 

  

 


 

  

Total earning assets

   $ 265,022     $ 3,523    5.39 %   $ 270,054     $ 14,275    5.29 %   $ 269,652     $ 3,517    5.25 %
    


 

  

 


 

  

 


 

  

Taxable equivalent net yield on earning assets

           $ 2,536    3.88 %           $ 10,080    3.73 %           $ 2,451    3.66 %
            

  

         

  

         

  

 

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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 $3,685,924 or 3.5% from December 31, 2004 to March 31, 2005. The investment portfolio is managed to attempt to achieve an optimum mix of asset quality, liquidity and maximum yield on investments. Taxable securities comprised 82.3% of total securities at March 31, 2005 and December 31, 2004. 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 $3,683,676 or 3.6% from December 31, 2004, and represented 97.3% of the investment portfolio at March 31, 2005. The decrease was primarily due to maturities and calls of U.S. Treasury and U.S. Government corporation and agency securities and obligations of states and political subdivisions and sales of corporate debt securities. The held to maturity securities decreased $2,248 or .1% from December 31, 2004 and represented 2.7% of the investment portfolio as of March 31, 2005. 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 decreased by $1,140,023 at March 31, 2005 and increased by $110,482 at December 31, 2004. The fair value of securities classified as held to maturity was above book value by $76,023 and $102,751 at March 31, 2005 and December 31, 2004, respectively.

 

Table Four - Investment Portfolio

 

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

 

    

(Unaudited)

March 31,
2005


   December 31,
2004


Securities held to maturity:

             

Obligations of States & Political Subdivisions

   $ 2,822    $ 2,825
    

  

Total held to maturity

   $ 2,822    $ 2,825
    

  

Securities available for sale:

             

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

   $ 46,284    $ 43,590

Obligations of States & Political Subdivisions

     15,340      17,263

Corporate Debt Securities

     —        2,848

Mortgage-Backed Securities

     37,737      39,390

Equity Securities

     692      645
    

  

Total available for sale

   $ 100,053    $ 103,736
    

  

Total

   $ 102,875    $ 106,561
    

  

 

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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 Five - Maturity distribution of 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, 2005 and December 31, 2004 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, 2005


    December 31, 2004

 
    

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

   $ —      —   %   $ 11,017    2.24 %   $ —      —   %   $ 11,058    2.24 %

After One But Within Five Years

     —      —         30,533    3.35       —      —         27,141    3.22  

After Five But Within Ten Years

     —      —         4,511    4.44       —      —         5,163    4.27  

After Ten Years

     —      —         223    2.92       —      —         228    2.39  
    

  

 

  

 

  

 

  

       —      —         46,284    3.19       —      —         43,590    3.09  

States & Political Subdivisions

                                                    

Within One Year

     1,046    5.96       253    5.41       1,049    5.96       536    4.29  

After One But Within Five Years

     1,679    6.46       5,955    4.35       1,679    6.46       6,597    4.42  

After Five But Within Ten Years

     97    7.95       7,390    5.17       97    7.95       8,009    5.14  

After Ten Years

     —      —         1,742    6.16       —      —         2,121    6.06  
    

  

 

  

 

  

 

  

       2,822    6.33       15,340    4.97       2,825    6.33       17,263    4.95  

Corporate Debt Securities

                                                    

Within One Year

     —      —         —      —         —      —         1,811    6.29  

After One But Within Five Years

     —      —         —      —         —      —         1,037    5.76  
    

  

 

  

 

  

 

  

       —      —         —      —         —      —         2,848    6.10  

Mortgage-Backed Securities

     —      —         37,737    4.12       —      —         39,390    3.95  

Equity Securities

     —      —         692    2.09       —      —         645    2.13  
    

  

 

  

 

  

 

  

Total

   $ 2,822    6.33 %   $ 100,053    3.81 %   $ 2,825    6.33 %   $ 103,736    3.80 %
    

  

 

  

 

  

 

  

 

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

 

Loans represent the largest asset on the Company’s balance sheet. Total loans, net of unearned income, decreased $4.2 million or 2.8% from December 31, 2004 to March 31, 2005. The decline in the loan portfolio during the first three months of 2005 was primarily due to the decrease in residential real estate loans, commercial loans and installment loans, offset in part by an increase in other loans.

 

Real estate residential loans which include real estate construction, real estate farmland, and real estate residential loans comprised thirty-three percent (33%) of the loan portfolio. Commercial loans which include real estate secured by non-farm, non-residential and commercial and industrial loans comprised forty-six percent (46%) of the loan portfolio. Installment loans comprised eleven percent (11%) of the loan portfolio. Other loans which include non-rated industrial development obligations, direct financing leases and other loans comprised ten percent (10%) of the loan portfolio. The changes in the composition of the loan portfolio since December 31, 2004 were a 1% increase in commercial loans, a 1% increase in other loans, a 1% decrease in real estate residential loans and a 1% decrease in installment loans.

 

Table Six - Loan Portfolio

 

Loans outstanding are as follows: (in thousands)

 

     (Unaudited)     
    

March 31,

2005


  

December 31,

2004


Real Estate - residential:

             

Real Estate - construction

   $ 1,617    $ 1,841

Real Estate - farmland

     258      263

Real Estate - residential

     47,678      49,754
    

  

     $ 49,553    $ 51,858
    

  

Commercial:

             

Real Estate-secured by nonfarm nonresidential

   $ 50,823    $ 51,699

Commercial and industrial

     17,678      18,092
    

  

     $ 68,501    $ 69,791
    

  

Installment:

             

Installment and other loans to individuals

   $ 17,254    $ 18,324
    

  

Other:

             

Nonrated industrial development obligations

   $ 14,973    $ 14,538

Other loans

     30      40
    

  

     $ 15,003    $ 14,578
    

  

Total

     150,311      154,551

Less unearned interest

     221      220
    

  

     $ 150,090    $ 154,331
    

  

 

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 Seven

 

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, 2005 and December 31, 2004:

 

     March 31, 2005

   December 31, 2004

     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

   $ 460    $ 597    $ 560    $ 515    $ 752    $ 574

Commercial real estate - secured by nonfarm, nonresidential property

     1,495      1,924      47,404      1,544      2,263      47,892

Commercial and industrial

     1,194      7,917      8,567      1,310      7,866      8,916

Nonrated industrial development obligations

     1,637      3,338      9,998      1,585      3,638      9,315
    

  

  

  

  

  

Total

   $ 4,786    $ 13,776    $ 66,529    $ 4,954    $ 14,519    $ 66,697
    

  

  

  

  

  

 

The following table presents an analysis of fixed and variable rate loans as of March 31, 2005 and December 31, 2004 along with the contractual maturities of loans other than installment loans and residential mortgages:

 

     March 31, 2005

   December 31, 2004

     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

   $ 2,854    $ 8,321    $ 12,416    $ 2,951    $ 9,378    $ 12,817

Variable Rates

     1,932      5,455      54,113      2,003      5,141      53,880
    

  

  

  

  

  

Total

   $ 4,786    $ 13,776    $ 66,529    $ 4,954    $ 14,519    $ 66,697
    

  

  

  

  

  

 

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 Eight.

 

Total non-performing loans were $1,867,000 at March 31, 2005 as compared to $1,642,000 at December 31, 2004. The increase in non-performing loans was primarily due to the addition of two non-accrual commercial loans during the first quarter of 2005. Loans past due 90 days or more and still accruing interest were $8,000 at March 31, 2005, as compared to $17,000 at December 31, 2004.

 

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 $1,740,000 or 1.2% of total loans outstanding as of March 31, 2005, as compared to $1,441,000 or .9% of total loans at December 31, 2004. Management continues to monitor the nonperforming assets to ensure against deterioration in collateral values.

 

20


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 Eight - Risk Elements

 

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:

 

(dollars in thousands)


  

(Unaudited)

March 31,


   

December 31,

2004


 
    
   2005

    2004

   

Past Due 90 Days or More:

                        

Real Estate - residential

   $ —       $ —       $ —    

Commercial

     —         15       6  

Installment

     8       9       11  
    


 


 


     $ 8     $ 24     $ 17  
    


 


 


Non-accrual:

                        

Real Estate - residential

   $ 137     $ 78     $ 74  

Commercial

     1,592       2,025       1,357  

Installment

     11       1       10  
    


 


 


     $ 1,740     $ 2,104     $ 1,441  
    


 


 


Other Real Estate

   $ 119     $ 12     $ 184  
    


 


 


Total non-performing assets

   $ 1,867     $ 2,140     $ 1,642  
    


 


 


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

     1.24 %     1.42 %     1.06 %

 

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 $55,400, $47,000 and $105,700 for the three months ended March 31, 2005 and 2004 and for the year ended December 31, 2004, respectively.

 

21


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and Results of Holding Company Operations

 

Table Nine

 

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,

2004


 
    
     2005

    2004

   

Allowance for loan losses:

                        

Balance at beginning of period:

   $ 2,356     $ 2,305     $ 2,305  

Loans Charged Off:

                        

Real Estate - residential

     —         —         3  

Commercial

     3       140       229  

Installment

     21       29       70  
    


 


 


       24       169       302  

Recoveries:

                        

Real Estate - residential

     —         17       17  

Commercial

     —         —         20  

Installment

     3       5       16  
    


 


 


       3       22       53  

Net Charge-offs

     21       147       249  

Additions Charged to Operations

     90       30       300  
    


 


 


Balance at end of period:

   $ 2,425     $ 2,188     $ 2,356  
    


 


 


Average Loans Outstanding

   $ 152,050     $ 149,006     $ 151,562  
    


 


 


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

     0.01 %     0.10 %     0.16 %

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

     1.62 %     1.45 %     1.53 %

 

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.

 

22


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. 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 increased $69,338 or 2.9%, since December 31, 2004. The allowance for loan losses represented 1.6% and 1.5% of outstanding loans as of March 31, 2005 and December 31, 2004, respectively. Net loan charge-offs were $20,662 for the three month period ended March 31, 2005, compared to $146,654 for the same period in 2004. The net loan charge-offs during the first three months of 2005 were primarily consumer loans. The provision for possible loan losses was $90,000 and $30,000 for the three month periods ended March 31, 2005 and 2004, respectively. 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 Ten.

 

Table Ten

 

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, 2004, and the three month period ended March 31, 2005. 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.

 

                December 31,

 
    

March 31.

2005


    2004

    2003

    2002

    2001

 
     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

   $ 325    33.0 %   $ 325    33.5 %   $ 311    36.0 %   $ 276    37.5 %   $ 263    37.3 %

Commercial

     1,586    45.5       1,520    45.2       1,429    43.0       1,161    41.7       821    40.0  

Installment

     493    11.5       490    11.9       544    12.9       569    12.9       541    16.1  

Others

     21    10.0       21    9.4       21    8.1       21    7.9       21    6.6  
    

  

 

  

 

  

 

  

 

  

Total

   $ 2,425    100.0 %   $ 2,356    100.0 %   $ 2,305    100.0 %   $ 2,027    100.0 %   $ 1,646    100.0 %
    

  

 

  

 

  

 

  

 

  

 

23


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 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 $231,719,484 at March 31, 2005, down 1.9% since December 31, 2004. Since year end the decline in deposits was primarily in savings and time deposits and non-interest bearing demand deposits, offset in part by an increase in interest bearing demand deposits. At March 31, 2005, noninterest bearing deposits comprised 11% of total deposits and interest bearing deposits which include NOW, money market, savings and time deposits comprised 89% of total deposits. There was no change in the deposit mix from December 31, 2004 to March 31, 2005.

 

Table Eleven

 

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. (In thousands)

 

     Maturities of Time Deposits in Excess of $100,000

    

(Unaudited)

March 31, 2005


  

December 31, 2004


       

Three Months or Less

   $ 3,848    $ 1,514

Over Three and Less than Six Months

     2,469      3,638

Over Six and Less than Twelve Months

     3,464      3,217

Over Twelve Months

     9,734      11,757
    

  

Total

   $ 19,515    $ 20,126
    

  

 

Federal Funds Purchased and Repurchase Agreements

 

Federal funds purchased and repurchase agreements represent borrowings of a short duration, usually less than 30 days. For repurchase agreements, the securities underlying the agreements remained under the Bank’s control. There were no Federal funds purchased at March 31, 2005 and December 31, 2004. Repurchase agreements decreased 10.0%, from $15,759,200 at December 31, 2004 to $14,176,102 at March 31, 2005. The decline in repurchase agreements was primarily due to a reduction of the balance of one commercial customer.

 

Federal Home Loan Bank Borrowings

 

The subsidiary bank is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). The FHLB borrowings are secured by a blanket lien by the FHLB on certain residential real estate loans or securities with a market value at least equal to the outstanding balances. The remaining maximum borrowing capacity with the FHLB at March 31, 2005 was approximately $104.8 million subject to the purchase of additional FHLB stock. The subsidiary bank had FHLB borrowings of $2,415,235 and $2,425,111 at March 31, 2005 and December 31, 2004, respectively, with an interest rate of 4.76%. 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. The subsidiary bank also has a one year line of credit agreement with the FHLB. The maximum credit available under this agreement is $7 million and expires December, 2005.

 

Capital Resources

 

Stockholders’ equity increased 1.1% during the three month period ended March 31, 2005 entirely from current earnings after quarterly dividends, and a 3.3% decrease in accumulated other comprehensive income. The decrease in accumulated other comprehensive income is primarily attributable to the effect of the change in the net unrealized loss on securities available for sale. Stockholders’ equity amounted to 8.6% of total assets at March 31, 2005 and December 31, 2004.

 

24


Table of Contents

First West Virginia Bancorp, Inc.

Management’s Discussion and Analysis of the Financial Condition and Results of Holding Company Operations

 

Capital Resources - Continued

 

The Company’s primary source of funds for payment of dividends to shareholders is from the dividends from its subsidiary bank. In December 2004, the subsidiary bank entered into a Formal agreement with the Office of the Comptroller of the Currency. Under the terms of the Formal Agreement, the subsidiary bank cannot declare a dividend in 2005 without approval of the Comptroller of the Currency. The Board of Directors also adopted a resolution with the Federal Reserve Bank of Cleveland which prohibits the Company from paying dividends or participating in the acquisition of treasury stock without prior Federal Reserve approval and a 30 day prior notice requirement. The Company has taken, and intends to continue to take, all appropriate steps to comply with the Federal Reserve requirements.

 

The Company and its subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk, weighting, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to adjusted total assets (as defined).

 

As of March 31, 2005, the most recent notifications from the Office of the Comptroller of the Currency categorized the bank as adequately capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes has changed the capital category. The capital ratios and the regulatory framework for adequately capitalized institutions are depicted as set forth in the following table:

 

     Actual

    For Capital
Adequacy
Purposes


 

(Amounts Expressed in Thousands)

 

   Amount

   Ratio

    Amount

   Ratio

 

As of December 31, 2004

                          

Holding Company Total Capital (to Risk Weighted Assets)

   $ 22,745    12.97 %   $ 14,033    8.0 %

Holding Company Tier I Capital (to Risk Weighted Assets)

     20,561    11.72 %     7,016    4.0 %

Holding Company Tier I Capital (to Adjusted Total Assets)

     20,561    7.24 %     11,366    4.0 %

Subsidiary Bank Total Capital (to Risk Weighted Assets)

   $ 22,417    12.84 %   $ 13,965    8.0 %

Subsidiary Bank Tier I Capital (to Risk Weighted Assets)

     20,233    11.59 %     6,983    4.0 %

Subsidiary Bank Tier I Capital (to Adjusted Total Assets)

     20,233    7.14 %     11,332    4.0 %

As of March 31, 2005

                          

Holding Company Total Capital (to Risk Weighted Assets)

   $ 22,339    13.55 %   $ 13,192    8.0 %

Holding Company Tier I Capital (to Risk Weighted Assets)

     20,281    12.30 %     6,596    4.0 %

Holding Company Tier I Capital (to Adjusted Total Assets)

     20,281    7.33 %     11,071    4.0 %

Subsidiary Bank Total Capital (to Risk Weighted Assets)

   $ 22,177    13.50 %   $ 13,140    8.0 %

Subsidiary Bank Tier I Capital (to Risk Weighted Assets)

     20,119    12.25 %     6,570    4.0 %

Subsidiary Bank Tier I Capital (to Adjusted Total Assets)

     20,119    7.29 %     11,045    4.0 %

 

The “Formal Agreement” requires Tier 1 capital at least equal to thirteen percent (13%) of risk-weighted assets and Tier 1 capital at least equal to seven and one half percent (7.5%) of adjusted total assets by March 31, 2005. The subsidiary bank was granted an extension until May 30, 2005 to meet the capital requirements.

 

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 $100,052,796 classified as available for sale at March 31, 2005. 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 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, 2005, the subsidiary bank had a short term line of credit available with the FHLB in the aggregate amount of approximately $7 million. There were no short term borrowings outstanding pursuant to this agreement as of March 31, 2005.

 

At March 31, 2005 and December 31, 2004, the Company had outstanding loan commitments and unused lines of credit totaling $14,208,000 and $20,581,000, respectively. As of March 31, 2005, management placed a high probability for required funding within one year of approximately $8.5 million. Approximately $4.6 million is principally unused home equity and credit card lines on which management places a low probability for required funding.

 

25


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, 2005 was as follows: given a 200 basis point increase scenario net interest income would be reduced by approximately 5.9%, and given a 200 basis point decrease scenario net interest income would be reduced by approximately 8.5%. 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 Interim President and Chief Executive Officer, Sylvan J. Dlesk, and Executive Vice President, Chief Administrative Officer 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

 

During the quarter, the Company’s subsidiary bank adopted various control procedures relating to loan underwriting standards as well as the loan origination and approval processes. Control procedures were initiated to ensure compliance with loan approval terms and conditions and credit risk analysis standards. Also, controls were established to address the loan credit performance of borrowers through rate sensitivity analysis and stress testing.

 

There were no other 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 other material weaknesses in the Company’s internal controls. As a result, no corrective actions were required or undertaken.

 

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FIRST WEST VIRGINIA BANCORP, INC.

 

PART II

OTHER INFORMATION

 

Item 1 Legal Proceedings

 

The nature of the business of the Holding Company’s subsidiary 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 its subsidiary is a party or of which any of their property is subject.

 

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

Inapplicable

 

Item 3 Defaults Upon Senior Securities

 

Inapplicable

 

Item 4 Submission of Matters to Vote of Security Holders

 

a. Inapplicable

 

b. Inapplicable

 

c. Inapplicable

 

d. Inapplicable

 

Item 5 Other Information

 

Inapplicable

 

Item 6 Exhibits and Reports on Form 8-K

 

(a) Reports on Form 8-K

 

On February 22, 2005 a report on Form 8-K was filed which contained a release dated February 22, 2005 that reported the termination of a written employment agreement with Charles K. Graham, President and CEO of the Company and the resignation of Charles K. Graham, President and CEO of the Company and President and CEO of its subsidiary, Progressive Bank, N.A. from all positions associated with the Company and its subsidiary bank effective March 31, 2005.

 

On March 14, 2005 a report on Form 8-K was filed which contained a press release dated March 10, 2005 that reported the earnings of First West Virginia Bancorp, Inc. for the fourth quarter and year ended December 31, 2004.

 

On April 4, 2005 a report on Form 8-K/A was filed and reported that on March 29, 2005 the Board of Directors of the Company’s subsidiary bank, Progressive Bank, N.A., were advised by the OCC that the waiver request for Sylvan J. Dlesk as interim CEO/President of the subsidiary bank had been approved effective April 1, 2005, for a period not to exceed one hundred twenty (120) days or such earlier date on which a permanent CEO/President has been identified and obtained appropriate regulatory approvals.

 

(b) Exhibits

 

The exhibits listed in the Exhibit Index on page 29 of this FORM 10-Q are incorporated by reference and/or filed herewith.

 

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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/ Sylvan J. Dlesk


    Sylvan J. Dlesk
    Chairman
By:  

/s/ Francie P. Reppy


    Francie P. Reppy
    Executive Vice President, Chief Administrative Officer and Chief Financial Officer

 

Dated: May 12, 2005

 

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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.
10.3   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.
10.8   Lease dated January 1, 2005 between Progressive Bank, N.A. and Elm Grove Properties LLC. Filed herewith and 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.

 

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