Exhibit 13.1 FIRST NATIONAL CORPORATION Strasburg, Virginia FINANCIAL REPORT DECEMBER 31, 2000 C O N T E N T S Page INDEPENDENT AUDITOR'S REPORT 1 FINANCIAL STATEMENTS Consolidated balance sheets 2 Consolidated statements of income 3 and 4 Consolidated statements of cash flows 5 and 6 Consolidated statements of changes in stockholders' equity 7 Notes to consolidated financial statements 8-25 INDEPENDENT AUDITOR'S REPORT To the Stockholders and Directors First National Corporation Strasburg, Virginia We have audited the accompanying consolidated balance sheets of First National Corporation and Subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the three years ended December 31, 2000. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First National Corporation and Subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for the three years ended December 31, 2000, in conformity with generally accepted accounting principles. /s/ Yount, Hyde & Barbour, P.C. Winchester, Virginia January 25, 2001 FIRST NATIONAL CORPORATION Consolidated Balance Sheets December 31, 2000 and 1999 Assets 2000 1999 ----------- ----------- Cash and due from banks $ 6,307,375 $ 4,107,951 Federal funds sold 5,315,000 - - Securities, available for sale, at fair value 44,830,909 45,129,197 Loans, net of allowance for loan losses, 2000, $1,702,856; 1999, $1,447,011 165,145,316 149,313,459 Bank premises and equipment 4,312,905 4,699,847 Interest receivable 1,371,943 1,165,602 Other real estate - - 343,181 Other assets 2,045,399 1,858,810 ------------- ------------- Total assets $ 229,328,847 $ 206,618,047 ============= ============= Liabilities and Stockholders' Equity Liabilities Deposits: Noninterest-bearing demand deposits $ 22,058,868 $ 18,656,217 Savings and interest-bearing demand deposits 81,117,814 79,937,401 Time deposits 72,017,682 54,828,086 ------------- ------------- Total deposits $ 175,194,364 $ 153,421,704 Federal funds purchased - - 1,547,000 Long-term debt 33,523,164 33,622,072 Accrued expenses and other liabilities 1,281,870 850,917 Commitments and contingent liabilities - - - - ------------- ------------- Total liabilities $ 209,999,398 $ 189,441,693 ------------- ------------- Stockholders' Equity Common stock, par value $5 per share; authorized 2,000,000 shares; issued and outstanding 790,031 and 793,991 shares $ 3,950,155 $ 3,969,955 Surplus 1,464,642 1,531,634 Retained earnings 14,201,406 13,016,843 Accumulated other comprehensive (loss) (286,754) (1,342,078) ------------- ------------- Total stockholders' equity $ 19,329,449 $ 17,176,354 ------------- ------------- Total liabilities and stockholders' equity $ 229,328,847 $ 206,618,047 ============= ============= See Notes to Consolidated Financial Statements. FIRST NATIONAL CORPORATION Consolidated Statements of Income Three Years Ended December 31, 2000 2000 1999 1998 ------------ ------------ ------------ Interest and Dividend Income: Interest and fees on loans $ 14,022,946 $ 12,018,276 $ 11,032,938 Interest on federal funds sold 175,993 60,874 85,556 Interest on deposits in banks 59,191 31,007 28,121 Interest on investment securities, taxable - - - - 31,061 Interest and dividends on securities available for sale: Taxable 2,215,327 2,611,409 2,385,641 Nontaxable 328,000 399,140 357,030 Dividends 149,924 96,152 73,050 ------------ ------------ ------------ Total interest and dividend income $ 16,951,381 $ 15,216,858 $ 13,993,397 ------------ ------------ ------------ Interest Expense: Interest on deposits $ 7,131,017 $ 6,273,697 $ 6,202,042 Interest on federal funds purchased 62,648 104,447 29,462 Interest on long-term debt 2,138,546 1,304,924 878,732 ------------ ------------ ------------ Total interest expense $ 9,332,211 $ 7,683,068 $ 7,110,236 ------------ ------------ ------------ Net interest income $ 7,619,170 $ 7,533,790 $ 6,883,161 Provision for loan losses 369,000 495,000 330,000 ------------ ------------ ------------ Net interest income after provision for loan losses $ 7,250,170 $ 7,038,790 $ 6,553,161 ------------ ------------ ------------ See Notes to Consolidated Financial Statements. FIRST NATIONAL CORPORATION (Continued) Consolidated Statements of Income Three Years Ended December 31, 2000 2000 1999 1998 ------------ ----------- ----------- Noninterest Income: Service charges $ 834,377 $ 674,458 $ 620,479 Fees for other customer services 385,537 227,250 156,336 Profits on securities available for sale - - 1,383 198,325 Gain on sale of assets and other real estate - - - - 9,216 Other 182,038 216,531 265,209 ------------ ----------- ----------- Total noninterest income $ 1,401,952 $ 1,119,622 $ 1,249,565 ------------ ----------- ----------- Noninterest Expenses: Salaries and employee benefits $ 2,954,438 $ 2,694,501 $ 2,608,261 Occupancy expense 338,617 317,518 273,930 Equipment expense 496,314 511,038 514,828 Advertising 184,806 189,630 218,121 Other 1,636,674 1,558,096 1,491,020 ------------ ----------- ----------- Total noninterest expenses $ 5,610,849 $ 5,270,783 $ 5,106,160 ------------ ----------- ----------- Income before income taxes $ 3,041,273 $ 2,887,629 $ 2,696,566 ------------ ----------- ----------- Provision for income taxes 904,486 853,341 791,884 ------------ ----------- ----------- Net income $ 2,136,787 $ 2,034,288 $ 1,904,682 ============ =========== =========== Earnings Per Common Share, basic $ 2.69 $ 2.57 $ 2.43 ============ =========== =========== Earnings Per Common Share, diluted $ 2.69 $ 2.57 $ 2.42 ============ =========== =========== See Notes to Consolidated Financial Statements. FIRST NATIONAL CORPORATION Consolidated Statements of Cash Flows Three Years Ended December 31, 2000 2000 1999 1998 ------------- ------------- ------------- Cash Flows from Operating Activities Net income $ 2,136,787 $ 2,034,288 $ 1,904,682 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 406,045 447,081 428,114 Provision for loan losses 369,000 495,000 330,000 (Gain) on sale of assets and other real estate - - - - (9,216) (Profits) on securities available for sale - - (1,383) (198,325) Accretion of security discounts (12,322) (33,037) (53,129) Amortization of security premiums 88,334 171,476 188,545 Deferred tax (benefit) (58,521) (77,398) (69,254) Changes in assets and liabilities: (Increase) in accrued interest receivable (206,341) (14,651) (2,489) (Increase) decrease in other assets (604,420) (385,471) 12,500 (Increase) in other real estate - - - - (39,225) Increase in accrued expenses and other liabilities 430,953 33,852 67,733 ------------- ------------- ------------- Net cash provided by operating activities $ 2,549,515 $ 2,669,757 $ 2,559,936 ------------- ------------- ------------- Cash Flows from Investing Activities Proceeds from sale of securities available for sale $ - - $ 8,983,346 $ 11,529,144 Proceeds from maturities, calls, and principal payments of investment securities - - 19,487 1,640,428 Proceeds from maturities, calls, and principal payments of securities available for sale 2,281,976 7,275,640 17,842,596 Purchase of securities available for sale (460,723) (15,841,279) (37,495,168) (Increase) decrease in federal funds sold (5,315,000) 2,859,000 (2,859,000) Proceeds on sale of equipment - - - - 23,725 Purchases of bank premises and equipment (86,404) (549,754) (834,415) Net (increase) in loans (15,871,676) (21,437,052) (16,322,706) Proceeds on sale of other real estate 14,000 - - 738,031 ------------- ------------- ------------- Net cash used in investing activities $(19,437,827) $(18,690,612) $(25,737,365) ------------- ------------- ------------- See Notes to Consolidated Financial Statements. 2000 1999 1998 ------------ ------------ ------------ Cash Flows from Financing Activities Net increase in demand deposits, NOW accounts, and savings accounts $ 4,583,064 $ 4,047,772 $ 9,287,430 Net increase (decrease) in certificates of deposit 17,189,596 (5,633,852) 5,958,502 Proceeds from long-term debt 29,500,000 24,000,000 11,300,000 Principal payments on long-term debt (29,598,908) (8,087,755) (51,409) Net proceeds from issuance of common stock 132,481 139,794 287,037 Cash dividends paid (952,224) (909,743) (784,927) Acquistion of common stock (219,273) - - - - Increase (decrease) in federal funds purchased (1,547,000) 1,547,000 (1,417,000) ------------ ------------ ------------ Net cash provided by financing activities $ 19,087,736 $ 15,103,216 $ 24,579,633 ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents $ 2,199,424 $ (917,639) $ 1,402,204 Cash and Cash Equivalents Beginning 4,107,951 5,025,590 3,623,386 ------------ ------------ ------------ Ending $ 6,307,375 $ 4,107,951 $ 5,025,590 ============ ============ ============ Supplemental Disclosures of Cash Flow Information Cash payments for: Interest $ 9,186,638 $ 7,697,721 $ 7,073,034 ============ ============ ============ Income taxes $ 975,293 $ 910,863 $ 906,157 ============ ============ ============ Supplemental Disclosures of Noncash Investing and Financing Activities Other real estate acquired in settlement of loans $ - - $ - - $ 115,000 ============ ============ ============ Unrealized gain (loss) on securities available for sale $ 1,598,977 $ (2,559,080) $ 18,093 ============ ============ ============ Loan originated on settlement of other real estate $ 329,181 $ - - $ - - ============ ============ ============ See Notes to Consolidated Financial Statements. FIRST NATIONAL CORPORATION Consolidated Statements of Changes in Stockholders' Equity Three Years Ended December 31, 2000 Common Retained Stock Surplus Earnings ----------- ----------- ------------ Balance, December 31, 1997 $ 3,887,735 $ 1,187,023 $ 10,772,543 Comprehensive income: Net income - - - - 1,904,682 Other comprehensive income net of tax: Unrealized holding gains arising during the period (net of tax, $73,583) - - - - - - Reclassification adjustment (net of tax, $67,431) - - - - - - Other comprehensive income (net of tax, $6,152) - - - - - - Total comprehensive income - - - - - - Cash dividends - $1.00 per share - - - - (784,927) Issuance of 8,542 shares of common stock, employee stock options 42,710 158,680 - - Issuance of 2,814 shares of common stock, dividend reinvestment plan 14,070 71,577 - - ----------- ----------- ------------ Balance, December 31, 1998 $ 3,944,515 $ 1,417,280 $ 11,892,298 Comprehensive income: Net income - - - - 2,034,288 Other comprehensive income net of tax: Unrealized holding losses arising during the period (net of tax, $869,617) - - - - - - Reclassification adjustment (net of tax, $470) - - - - - - Other comprehensive income (net of tax, $870,087) - - - - - - Total comprehensive income - - - - - - Cash dividends - $1.15 per share - - - - (909,743) Issuance of 1,553 shares of common stock, employee stock options 7,765 30,042 Issuance of 3,535 shares of common stock, dividend reinvestment plan 17,675 84,312 - - ----------- ----------- ------------ Balance, December 31, 1999 $ 3,969,955 $ 1,531,634 $ 13,016,843 Comprehensive income: Net income - - - - 2,136,787 Other comprehensive income net of tax, unrealized holding gains arising during the period (net of tax, $543,653) - - - - - - Total comprehensive income - - - - - - Cash dividends - $1.20 per share - - - - (952,224) Issuance of 640 shares of common stock, employee stock options 3,200 11,520 - - Issuance of 5,233 shares of common stock, dividend reinvestment plan 26,165 91,596 - - Acquisition of 9,833 shares of common stock (49,165) (170,108) - - ----------- ----------- ------------ Balance, December 31, 2000 $ 3,950,155 $ 1,464,642 $ 14,201,406 ----------- ----------- ------------ FIRST NATIONAL CORPORATION Consolidated Statements of Changes in Stockholders' Equity (continued) Three Years Ended December 31, 2000 Accumulated Other Comprehensive Comprehensive Income (Loss) Income Total ------------ ------------- ------------ Balance, December 31, 1997 $ 334,974 $ 16,182,275 Comprehensive income: Net income - - $ 1,904,682 1,904,682 Other comprehensive income net of tax: Unrealized holding gains arising during the period (net of tax, $73,583) - - 142,835 - - Reclassification adjustment (net of tax, $67,431) - - (130,894) - - ----------- Other comprehensive income (net of tax, $6,152) 11,941 $ 11,941 11,941 ----------- Total comprehensive income - - $ 1,916,623 - - ----------- Cash dividends - $1.00 per share - - (784,927) Issuance of 8,542 shares of common stock, employee stock options - - 201,390 Issuance of 2,814 shares of common stock, dividend reinvestment plan - - 85,647 ------------ ------------ Balance, December 31, 1998 $ 346,915 $ 17,601,008 Comprehensive income: Net income - - $ 2,034,288 2,034,288 Other comprehensive income net of tax: Unrealized holding losses arising during the period (net of tax, $869,617) - - (1,688,080) - - Reclassification adjustment (net of tax, $470) - - (913) - - ----------- Other comprehensive income (net of tax, $870,087) (1,688,993) $(1,688,993) (1,688,993) ----------- Total comprehensive income - - $ 345,295 - - ----------- Cash dividends - $1.15 per share - - (909,743) Issuance of 1,553 shares of common stock, employee stock options 37,807 Issuance of 3,535 shares of common stock, dividend reinvestment plan - - 101,987 ------------ ------------ Balance, December 31, 1999 $ (1,342,078) $ 17,176,354 Comprehensive income: Net income - - $ 2,136,787 2,136,787 Other comprehensive income net of tax, unrealized holding gains arising during the period (net of tax, $543,653) 1,055,324 1,055,324 1,055,324 ----------- Total comprehensive income - - $ 3,192,111 ----------- Cash dividends - $1.20 per share - - (952,224) Issuance of 640 shares of common stock, employee stock options - - 14,720 Issuance of 5,233 shares of common stock, dividend reinvestment plan - - 117,761 Acquisition of 9,833 shares of common stock - - (219,273) ------------ ------------ Balance, December 31, 2000 $ (286,754) $ 19,329,449 ------------ ------------ See Notes to Consolidated Financial Statements. FIRST NATIONAL CORPORATION Notes to Consolidated Financial Statements Note 1. Nature of Banking Activities and Significant Accounting Policies First National Corporation is a bank holding company, which owns First Bank (the Bank) and First Bank Financial Corporation. The Bank provides commercial, residential and consumer loans, and a variety of deposit products to its customers in the Shenandoah Valley Region of Virginia. The accounting and reporting policies of the Corporation conform to generally accepted accounting principles and to accepted practices within the banking industry. Principles of Consolidation The consolidated financial statements of First National Corporation and its wholly-owned subsidiaries, First Bank and First Bank Financial Corporation, include the accounts of all three companies. All material intercompany balances and transactions have been eliminated in consolidation. Securities Securities classified as held to maturity are those debt securities the Corporation has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the interest method over their contractual lives. Securities classified as available for sale are those debt and equity securities that the Corporation intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Corporation's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in stockholders' equity, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Declines in the fair value of individual securities classified as either held to maturity or available for sale below their amortized cost that are determined to be other than temporary result in write-downs of the individual securities to their fair value with the resulting write-downs included in current earnings as realized losses. Notes to Consolidated Financial Statements Loans The Corporation grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage loans throughout the Shenandoah Valley Region of Virginia. The ability of the Corporation's debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances less the allowance for loan losses and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Credit card loans and other personal loans are typically charged off no later than 180 days past due. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Loan Losses The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. A loan is considered impaired when, based on current information and events, it is probable that the Corporation will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Notes to Consolidated Financial Statements Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures. Bank Premises and Equipment Bank premises and equipment are stated at cost less accumulated depreciation. For financial reporting, depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from five to forty years. Gains and losses on routine dispositions are reflected in current operations. Other Real Estate Assets acquired through or in lieu of, foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. Income Taxes Deferred income tax assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. Earnings Per Share Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Corporation relate solely to outstanding stock options, and are determined using the treasury stock method. Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Corporation has defined cash equivalents as those amounts included in the balance sheet caption "Cash and Due from Banks". Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate and deferred tax assets. Notes to Consolidated Financial Statements Advertising Costs The Corporation follows the policy of charging the production costs of advertising to expense as incurred. Total advertising expense incurred for 2000, 1999 and 1998 was $184,806, $189,630 and $218,121, respectively. Emerging Accounting Standards In June 1998, the Financial Accounting Standards Board issued Statement 133, "Accounting for Derivative Instruments and Hedging Activities," which, as amended, requires adoption in years beginning after June 15, 2000. The Statement requires the Corporation to recognize all derivatives on the balance sheet at fair value. This statement was adopted as of January 1, 2001 and had no effect on the Corporation's earnings or financial position. Note 2. Securities Amortized costs and fair values of securities available for sale as of December 31, 2000 and 1999, are as follows: 2000 ---------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains (Losses) Value ------------- --------- ----------- ------------ Obligations of U.S. government corporations and agencies $ 35,977,702 $ 9,820 $ (485,782) $ 35,501,740 Obligations of states and political subdivisions 6,827,133 81,814 (86,541) 6,822,406 Corporate securities 816 46,214 - - 47,030 Other 2,459,733 - - - - 2,459,733 ------------- --------- ----------- ------------ $ 45,265,384 $ 137,848 $ (572,323) $ 44,830,909 ============= ========= =========== ============ 1999 ---------------------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair Cost Gains (Losses) Value ------------- --------- ----------- ------------ U.S. Treasury securities and obligations of U.S. government corporations and agencies $ 38,336,732 $ 6,519 $(1,707,906) $ 36,635,345 Obligations of states and political subdivisions 6,826,091 23,515 (404,172) 6,445,434 Corporate securities 816 48,592 - - 49,408 Other 1,999,010 - - - - 1,999,010 ------------- --------- ----------- ------------ $ 47,162,649 $ 78,626 $(2,112,078) $ 45,129,197 ============= ========= =========== ============ Notes to Consolidated Financial Statements The Corporation had no securities classified as held to maturity at December 31, 2000 or 1999. The amortized cost and fair value of securities available for sale as of December 31, 2000, by contractual maturity, are shown below. Maturities may differ from contractual maturities in corporate securities because they may be called or repaid without any penalties. Therefore, these securities are not included in the maturity categories in the following maturity summary. Amortized Fair Cost Value ------------ ------------ Due after one year through five years $ 16,659,683 $ 16,452,114 Due after five years through ten years 3,203,206 3,205,472 Due after ten years 22,941,946 22,666,560 Corporate securities 816 47,030 Other 2,459,733 2,459,733 ------------ ------------ $ 45,265,384 $ 44,830,909 ============ ============ There were no sales of securities available for sale during 2000. Proceeds from sales of securities available for sale during 1999 and 1998 were $8,983,346 and $11,529,144, respectively. Gross gains of $58,652 and $199,657 and gross losses of $57,269 and $1,332 were realized on those sales. Securities having a book value of $19,011,159 and $8,388,918 at December 31, 2000 and 1999, were pledged to secure public deposits and for other purposes required by law. Note 3. Loans Loans at December 31, 2000 and 1999, are summarized as follows: 2000 1999 ------------ ----------- (Thousands) Mortgage loans on real estate: Construction and land development $ 8,836 $ 10,205 Secured by farm land 1,791 1,489 Secured by 1-4 family residential 37,588 58,712 Other real estate loans 46,124 20,971 Loans to farmers (except those secured by real estate) 529 466 Commercial and industrial loans (except those secured by real estate) 35,971 26,441 Consumer installment loans 34,024 31,829 All other loans 1,990 670 ------------ ------------ Total loans $ 166,853 $ 150,783 Less: Unearned income 5 23 Allowance for loan losses 1,703 1,447 ------------ ------------ Loans, net $ 165,145 $ 149,313 ============ ============ Notes to Consolidated Financial Statements Note 4. Allowance for Loan Losses Transactions in the allowance for loan losses for the years ended December 31, 2000, 1999 and 1998, were as follows: 2000 1999 1998 ----------- ----------- ----------- Balance at beginning of year $ 1,447,011 $ 1,226,196 $ 1,112,318 Provision charged to operating expense 369,000 495,000 330,000 Loan recoveries 51,980 64,712 17,184 Loan charge-offs (165,135) (338,897) (233,306 ----------- ----------- ----------- Balance at end of year $ 1,702,856 $ 1,447,011 $ 1,226,196 =========== =========== =========== Impairment of loans having recorded investments of $181,559 at December 31, 2000 and $303,479 at December 31, 1999 has been recognized in conformity with SFAS Statement No. 114. All of these loans had a related allowance for loan losses. The total allowance for loan losses related to these loans was $39,610 and $45,522. The average recorded investment in impaired loans during 2000, 1999 and 1998 was $335,839, $234,024, and $195,574. There was no interest income on impaired loan recognized for cash payments received in 2000, 1999 and 1998. Nonaccrual loans excluded from impaired loan disclosure under SFAS 114 amounted to $207,989 and $34,125 at December 31, 2000 and 1999, respectively. If interest on these loans had been accrued, such income would have approximated $2,679 and $374 for 2000 and 1999. Note 5. Bank Premises and Equipment Bank premises and equipment are summarized as follows at December 31, 2000 and 1999: 2000 1999 ---------- ---------- Land $ 676,566 $ 676,566 Buildings and leasehold improvements 3,879,565 3,846,468 Furniture and equipment 4,700,097 4,409,616 Construction in process 82,710 387,185 ---------- ---------- $9,338,938 $9,319,835 Less accumulated depreciation 5,026,033 4,619,988 ---------- ---------- $4,312,905 $4,699,847 ========== ========== Depreciation expense included in operating expenses for 2000, 1999 and 1998 was $406,045, $447,081 and $428,114, respectively. Note 6. Deposits The aggregate amount of time deposits, in denominations of $100,000 or more, was $17,927,635 and $12,993,309 at December 31, 2000 and 1999, respectively. Notes to Consolidated Financial Statements At December 31, 2000, the scheduled maturities of time deposits are as follows: 2001 $34,633,939 2002 15,554,283 2003 18,666,159 2004 1,937,707 2005 1,225,594 ----------- $72,017,682 =========== Note 7. Short-Term Borrowings The Corporation had unused lines of credit totaling $23,733,349 available with non-affiliated banks at December 31, 2000. Note 8. Long-Term Debt At December 31, 2000, the Corporation had borrowings from the Federal Home Loan Bank system totaling $33,523,164 which mature through February 11, 2019. The interest rate on these notes payable ranges from 5.34% to 6.25%. The Corporation has pledged real estate loans and Federal Home Loan Bank stock as collateral on these borrowings. Principal payments on these notes are due as follows: 2001 $ 5,107,609 2002 15,117,074 2003 10,127,374 2004 138,579 2005 1,372,856 Later years 1,659,672 ----------- $33,523,164 =========== Note 9. Income Taxes Net deferred tax assets consist of the following components as of December 31, 2000 and 1999: 2000 1999 ---------- ---------- Deferred tax assets: Allowance for loan losses $ 492,579 $ 405,592 Pension payable 155,809 97,694 Interest on nonaccrual loans 911 127 Securities available for sale 147,722 691,374 ---------- ---------- $ 797,021 $1,194,787 ---------- ---------- Deferred tax liabilities: Depreciation $ 93,800 $ 85,072 Bond accretion 3,139 2,044 Loan origination costs 77,542 -- ---------- ---------- $ 174,481 $ 87,116 ---------- ---------- $ 622,540 $1,107,671 ========== ========== Notes to Consolidated Financial Statements The provision for income taxes charged to operations for the years ended December 31, 2000, 1999 and 1998, consists of the following: 2000 1999 1998 1997 --------- --------- --------- --------- Current tax expense $ 963,007 $ 930,739 $ 861,138 $ 706,516 Deferred tax (benefit) (58,521) (77,398) (69,254) (70,181) --------- --------- --------- --------- $ 904,486 $ 853,341 $ 791,884 $ 636,335 ========= ========= ========= ========= The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended December 31, 2000, 1999 and 1998, due to the following: 2000 1999 1998 ----------- --------- --------- Computed "expected" tax expense $ 1,034,416 $ 981,794 $ 916,832 (Decrease) in income taxes resulting from: Tax-exempt interest income (111,323) (116,413) (106,451) Other (18,607) (12,040) (18,497) ----------- --------- --------- $ 904,486 $ 853,341 $ 791,884 =========== ========= ========= Low income housing credits totaled $31,923 for the years ended December 31, 2000, 1999 and 1998, respectively. Note 10. Fund Restrictions and Reserve Balance Transfers of funds from the banking subsidiary to the parent corporation in the form of loans, advances and cash dividends are restricted by federal and state regulatory authorities. As of December 31, 2000, the aggregate amount of unrestricted funds which could be transferred from the banking subsidiary to the parent corporation, without prior regulatory approval, totaled $3,802,075. The Bank must maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. For the final weekly reporting period in the years ended December 31, 2000 and 1999, the aggregate amounts of daily average required balances were approximately $818,000 and $740,000, respectively. Note 11. Benefit Plans The Bank has a noncontributory, defined benefit pension plan for all full-time employees over 21 years of age with one year of service. Benefits are generally based upon years of service and average compensation for the five highest-paid consecutive years of service. The Bank funds pension costs in accordance with the funding provisions of the Employee Retirement Income Security Act. Information about the plan follows: Notes to Consolidated Financial Statements 2000 1999 1998 ----------- ----------- ----------- Change in Benefit Obligation Benefit obligation, beginning of year $ 1,689,449 $ 1,559,147 $ 1,822,867 Service cost 168,658 150,965 156,069 Interest cost 126,575 116,936 136,715 Actuarial loss 111,787 (72,350) 36,572 Benefits paid (141,052) (65,249) (593,076) ----------- ----------- ----------- Benefit obligation, end of year $ 1,955,417 $ 1,689,449 $ 1,559,147 ----------- ----------- ----------- Changes in Plan Assets Fair value of plan assets, beginning of year $ 1,537,774 $ 1,262,632 $ 1,689,889 Actual return on plan assets 219,082 159,395 26,745 Employer contributions - - 180,996 139,074 Benefits paid (141,052) (65,249) (593,076) ----------- ----------- ----------- Fair value of assets, end of year $ 1,615,804 $ 1,537,774 $ 1,262,632 ----------- ----------- ----------- Funded status $ (339,613) $ (151,675) $ (296,515) Unrecognized net actuarial (gain) loss (102,485) (117,140) 13,485 Unrecognized net obligation at transition (56,255) (61,881) (67,507) Unrecognized prior service cost 39,231 42,501 45,771 ----------- ----------- ----------- Accrued cost included in other liabilities $ (459,122) $ (288,195) $ (304,766) =========== =========== =========== 2000 1999 1998 ----------- ----------- ----------- Components of Net Periodic Benefit Cost Service cost $ 168,658 $ 150,965 $ 156,069 Interest cost 126,575 116,936 136,715 Expected return on plan assets (121,950) (101,120) (152,090) Amortization of prior service cost 3,270 3,270 3,270 Amortization of net obligation at transition (5,626) (5,626) (5,626) ----------- ----------- ----------- Net periodic benefit cost $ 170,927 $ 164,425 $ 138,338 ----------- ----------- ----------- Weighted-Average Assumptions as of December 31 Discount rate 7.50% 7.50% 7.50% Expected return on plan assets 9.00% 9.00% 9.00% Rate of compensation increase 5.00% 5.00% 5.00% Notes to Consolidatd Financial Statements The Corporation provides a 401(k) profit sharing thrift plan for all eligible employees. Participating employees may elect to contribute up to 6% of their salaries. The Corporation contributes an amount equal to one-half of the employees' contributions. The Corporation's contributions in 2000, 1999 and 1998 were $57,978, $48,572 and $50,187, respectively. Effective January 1, 2000, the Corporation established an employee stock ownership plan (ESOP). The purpose of the ESOP is to match 50 percent of the employee contributions to the 401(k) profit sharing thrift plan with the Corporation's common stock. The ESOP had no activity during the year ended December 31, 2000 and no contributions were made to the ESOP during the year. On January 6, 1999, the Bank adopted a Director Split Dollar Life Insurance Plan. This Plan provides life insurance coverage to insurable directors of the Bank. The Bank owns the policies and is entitled to all values and proceeds. The Plan provides retirement benefits and the payment of benefits at the death of the insured director. The amount of benefits will be determined by the performance of the policies over the director's life. Note 12. Commitments and Contingencies In the normal course of business, there are outstanding various commitments and contingent liabilities, such as guarantees, commitments to extend credit, etc., which are not reflected in the accompanying financial statements. The Corporation does not anticipate losses as a result of these transactions. The Corporation has cash accounts in other commercial banks. The amount on deposit at these banks at December 31, 2000, exceeded the insurance limits of the Federal Deposit Insurance Corporation by approximately $153,303. See Note 16 with respect to financial instruments with off-balance-sheet risk. Note 13. Transactions With Related Parties During the year, employees, executive officers and directors (and companies controlled by them) were customers of and had transactions with the Corporation in the normal course of business. These transactions were made on substantially the same terms as those prevailing for other customers. At December 31, 2000 and 1999, these loans totaled $3,238,564 and $2,574,020, respectively. During 2000, total principal additions were $1,937,249 and total principal payments were $1,272,705. Note 14. Lease Commitments The Corporation was obligated under noncancelable leases for the banking premises. Total rental expense for operating leases for 2000, 1999 and 1998 was $51,099, $43,259 and $33,839, respectively. Minimum rental commitments under noncancelable leases with terms in excess of one year as of December 31, 2000 were as follows: Operating Year Leases ---------------------- --------- 2001 $ 35,319 2002 6,730 --------- Total minimum payments $ 42,049 ========= Notes to Consolidated Financial Statements Note 15. Dividend Reinvestment Plan The Company has in effect a Dividend Reinvestment Plan which provides an automatic conversion of dividends into common stock for enrolled shareholders. Stock is issued at 100% of fair market value on each dividend record date. Note 16. Financial Instruments With Off-Balance-Sheet Risk The Corporation is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments. The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. A summary of the contract or notional amount of the Corporation's exposure to off-balance-sheet risk as of December 31, 2000 and 1999, is as follows: 2000 1999 ----------- ----------- Financial instruments whose contract amounts represent credit risk: Commitments to extend credit $25,221,000 $19,137,000 Standby letters of credit $ 1,080,266 $ 553,525 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income- producing commercial properties. Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Corporation is committed. Standby letters of credit are conditional commitments issued by the Corporation to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Corporation holds security agreements on accounts receivable, inventory and equipment as collateral supporting those commitments for which collateral is deemed necessary. The extent of collateral held for those commitments at December 31, 2000, varies from 0 percent to 100 percent; the average amount collateralized is 37.7 percent. Notes to Consolidated Financial Statements Note 17. Fair Value of Financial Instruments and Interest Rate Risk The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Cash and Short-Term Investments For those short-term instruments, the carrying amount is a reasonable estimate of fair value. Securities For securities held for investment purposes, fair values are based on quoted market prices or dealer quotes. Loan Receivables For certain homogeneous categories of loans, such as some residential mortgages, and other consumer loans, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Deposit Liabilities The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. Accrued Interest The carrying amounts of accrued interest approximate fair value. Borrowings The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings under repurchase agreements, and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other borrowings are estimated using discounted cash flow analyses based on the Corporation's current incremental borrowing rates for similar types of borrowing arrangements. Off-Balance-Sheet Financial Instruments The fair value of commitments to extend credit is estimated using the fees currently charged to enter similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Notes to Consolidated Financial Statements The fair value of stand-by letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2000 and 1999, the carrying amounts of loan commitments and stand-by letters of credit were deemed to approximate fair value. The estimated fair values of the Corporation's financial instruments are as follows: 2000 1999 ----------------- ---------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- ----- -------- ----- (in thousands) (in thousands) Financial assets: Cash and short-term investments $ 11,622 $ 11,622 $ 4,108 $ 4,108 Securities 44,831 44,831 45,129 45,129 Loans 165,145 170,129 149,313 149,710 Accrued interest receivable 1,372 1,372 1,166 1,166 Financial liabilities: Deposits $175,194 $176,504 $153,422 $152,962 Federal funds purchased - - - - 1,547 1,547 Accrued interest payable 556 556 411 411 Long-term debt 33,523 34,852 33,622 31,883 The Corporation assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Corporation's financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Corporation. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Corporation's overall interest rate risk. Note 18. Regulatory Matters The Corporation is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - possibly additional discretionary - - actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Corporation's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Notes to Consolidated Financial Statements Quantitative measures established by regulation to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital to average assets. Management believes, as of December 31, 2000, that the Corporation meets all capital adequacy requirements to which it is subject. As of December 31, 2000, the most recent notification from the Federal Reserve Bank categorized the Corporation as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Corporation must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category. The Corporation's actual capital amounts and ratios are also presented in the table. Minimum To Be Well Capitalized Under Minimum Capital Prompt Corrective Actual Requirement Action Provisions --------------------- --------------- ----------------- Amount Ratio Amount Ratio Amount Ratio ------- -------- ------ ----- ------- ------- (Amount in Thousands) As of December 31, 2000: Total Capital (to Risk Weighted Assets): Consolidated $21,319 12.26% $13,917 8.0% N/A N/A First Bank $21,093 12.13% $13,907 8.0% $17,384 10.0% Tier 1 Capital (to Risk Weighted Assets): Consolidated $19,616 11.28% $ 6,959 4.0% N/A N/A First Bank $19,390 11.15% $ 6,954 4.0% $10,430 6.0% Tier 1 Capital (to Average Assets): Consolidated $19,616 8.67% $ 9,054 4.0% N/A N/A First Bank $19,390 8.58% $ 9,044 4.0% $11,305 5.0% As of December 31, 1999: Total Capital (to Risk Weighted Assets): Consolidated $19,966 13.7% $11,631 8.0% N/A N/A First Bank $19,732 13.6% $11,622 8.0% $14,527 10.0% Tier 1 Capital (to Risk Weighted Assets): Consolidated $18,519 12.7% $ 5,815 4.0% N/A N/A First Bank $18,285 12.6% $ 5,811 4.0% $ 8,716 6.0% Tier 1 Capital (to Average Assets): Consolidated $18,519 8.9% $ 8,311 4.0% N/A N/A First Bank $18,285 8.8% $ 8,313 4.0% $10,391 5.0% Notes to Consolidated Financial Statements Note 19. Incentive Stock Option Plan The Corporation had an incentive stock option plan for all full-time employees, which expired in 1995. Options previously granted may be exercised by the participants until the options expire, which is five years after the date of the original option grant. All options have expired as of December 31, 2000. The status of the stock option plan during 2000, 1999 and 1998 is as follows: 2000 1999 1998 ------------------------ --------------------- --------------------- Weighted Weighted Weighted Average Average Average Number Exercise Number Exercise Number Exercise of Shares Price of Shares Price of Shares Price --------- -------- --------- -------- --------- -------- Outstanding at January 1 3,560 $ 23.00 6,555 $ 23.43 15,780 $ 23.51 Exercised (640) 23.00 (1,553) 23.93 (8,542) 23.58 Forfeited (2,920) 23.00 (1,442) 23.95 (683) 23.58 --------- ------- ------- Outstanding and exercisable at year end - - - - 3,560 23.00 6,555 23.43 ========= ======= ======= At December 31, 2000, there were no options outstanding. Note 20. Earnings Per Share The following table presents the weighted average number of shares used in computing earnings per share and the effect on the weighted average number of shares of dilutive potential common stock. Potential dilutive common stock has no effect on income available to common stockholders. 2000 1999 1998 --------------------- ------------------- -------------------- Per Share Per Share Per Share Shares Amount Shares Amount Shares Amount ------- --------- ------ --------- ------- --------- Basic EPS 793,724 $ 2.69 790,947 $ 2.57 783,897 $ 2.43 ====== ====== ====== Effect of dilutive securities, stock options 34 935 3,006 ------- ------- ------- Diluted EPS 793,758 $ 2.69 791,882 $ 2.57 786,903 $ 2.42 ======= ====== ======= ====== ======= ====== Notes to Consolidated Financial Statements Note 21. Parent Corporation Only Financial Statements FIRST NATIONAL CORPORATION (Parent Corporation Only) Balance Sheets December 31, 2000 and 1999 Assets 2000 1999 ------------- ------------ Cash $ 27,659 $ 62,715 Investment in subsidiaries, at cost, plus undistributed net income 19,103,387 16,943,287 Other assets 198,403 170,352 ------------- ------------ Total assets $ 19,329,449 $ 17,176,354 ============= ============ Liabilities and Stockholders' Equity Liabilities $ - - $ - - ------------- ------------ Stockholders' Equity Common stock $ 3,950,155 $ 3,969,955 Surplus 1,531,634 1,464,642 Retained earnings 14,201,406 13,016,843 Accumulated other comprehensive (loss) (1,342,078) (286,754) ------------- ------------ Total stockholders' equity $ 19,329,449 $ 17,176,354 ------------- ------------ Total liabilities and stockholders' equity $ 19,329,449 $ 17,176,354 ============= ============ Notes to Consolidated Financial Statements FIRST NATIONAL CORPORATION (Parent Corporation Only) Statements of Income Three Years Ended December 31, 2000 2000 1999 1998 ----------- ----------- ----------- Income, dividends from subsidiary $ 1,076,513 $ 800,000 $ 464,000 ----------- ----------- ----------- Expenses: Registration fees $ 850 $ 850 $ 850 Stationery and supplies 19,218 15,599 11,290 Legal and professional fees 60,191 22,121 14,487 Other 34,883 22,333 42,215 ----------- ----------- ----------- Total expenses $ 115,142 $ 60,903 $ 68,842 ----------- ----------- ----------- Income before allocated tax benefits and undistributed income of subsidiary $ 961,371 $ 739,097 $ 395,158 Allocated income tax benefits 70,642 52,886 54,528 ----------- ----------- ----------- Income before equity in undistributed income of subsidiary $ 1,032,013 $ 791,983 $ 449,686 Equity in undistributed income of subsidiary 1,104,774 1,242,305 1,454,996 ----------- ----------- ----------- Net income $ 2,136,787 $ 2,034,288 $ 1,904,682 =========== =========== =========== Notes to Consolidated Financial Statements FIRST NATIONAL CORPORATION (Parent Corporation Only) Statements of Cash Flows Three Years Ended December 31, 2000 2000 1999 1998 ------------ ------------- ------------- Cash Flows from Operating Activities Net income $ 2,136,787 $ 2,034,288 $ 1,904,682 Adjustments to reconcile net income to net cash provided by operating activities: Undistributed earnings of subsidiary (1,104,774) (1,242,305) (1,454,996) (Increase) decrease in other assets (28,053) 1,640 16,752 ------------ ------------- ------------- Net cash provided by operating activities $ 1,003,960 $ 793,623 $ 466,438 ------------ ------------- ------------- Cash Flows from Financing Activities Net proceeds from issuance of common stock $ 132,481 $ 139,794 $ 287,037 Cash dividends paid (952,224) (909,743) (784,927) Acquisition of common stock (219,273) - - - - ------------ ------------- ------------- Net cash used in financing activities $ (1,039,016) $ (769,949) $ (497,890) ------------ ------------- ------------- Increase (decrease) in cash and cash equivalents $ (35,056) $ 23,674 $ (31,452) Cash and Cash Equivalents Beginning 62,715 39,041 70,493 ------------ ------------- ------------- Ending $ 27,659 $ 62,715 $ 39,041 ============ ============= =============