1 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 six months ended June 30, 1996 / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. SEC Commission File No : 0-22578 FIRST PATRIOT BANKSHARES CORPORATION ------------------------------------ (Exact name of registrant as specified in its charter) State of Virginia 54-1514125 - ---------------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2071 Chain Bridge Road, Vienna, Virginia 22182 - ---------------------------------------- ----- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code : (703) 471-0900 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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No . --- --- Common stock, $2.50 par value per share Outstanding at July, 31 1996 - --------------------------------------- ---------------------------- (Title of Class) 2,020,827 shares ---------------- 1 2 FIRST PATRIOT BANKSHARES CORPORATION FORM 10-Q INDEX PART I FINANCIAL INFORMATION PAGE - ------ --------------------- ---- Item 1. Condensed Financial Statements (unaudited) Consolidated Balance Sheets June 30, 1996 and December 31, 1995........................................ 3 Consolidated Statements of Operations Six months ended June 30, 1996 and 1995.................................... 4 Consolidated Statements of Stockholders' Equity Six months ended June 30, 1996 and 1995.................................... 5 Consolidated Statements of Cash Flows Six months ended June 30, 1996 and 1995.................................... 6 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION - ------- ----------------- Item 6. Exhibits and Reports on Form 8-K 2 3 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS JUNE 30, DECEMBER 31, (dollars in thousands) 1996* 1995 - -------------------------------------------------------------------------------------------------------------- ASSETS Earning assets Loans $104,958 $93,759 Loans held for sale 8,226 12,917 Allowance for loan losses (1,822) (1,332) - -------------------------------------------------------------------------------------------------------------- Loans, net of allowance for loan losses 111,362 105,344 Investments available for sale at fair value 31,106 28,665 Federal funds sold 9,736 10,219 - -------------------------------------------------------------------------------------------------------------- Total earning assets, net of allowance for loan losses 152,204 144,228 Cash and due from banks 10,902 7,879 Premises and equipment, net 5,238 4,894 Other assets 3,180 1,790 - -------------------------------------------------------------------------------------------------------------- Total assets $171,524 $158,791 ============================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Non-interest bearing deposits $33,758 $28,555 Interest bearing deposits 102,726 91,704 - -------------------------------------------------------------------------------------------------------------- Total deposits 136,484 120,259 Other borrowings 21,040 23,915 Accrued expenses and other liabilities 956 1,879 - -------------------------------------------------------------------------------------------------------------- Total liabilities 158,480 146,053 - -------------------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Total stockholders' equity 13,044 12,738 - -------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $171,524 $158,791 ============================================================================================================== See accompanying notes to consolidated financial statements. * Unaudited 3 4 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ----------------------------------------------------------------- (dollars in thousands) 1996* 1995* 1996* 1995* - ----------------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME Interest and fees on loans $2,914 $2,257 $5,705 $4,252 Interest on investments 574 305 1,041 542 Interest on federal funds sold 19 178 181 259 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest income $3,507 $2,740 $6,927 $5,053 INTEREST EXPENSE Interest on deposits $1,085 $926 $2,209 $1,619 Interest on other borrowings 269 161 507 294 - ----------------------------------------------------------------------------------------------------------------------------------- Total interest expense $1,354 $1,087 $2,716 1,913 - ----------------------------------------------------------------------------------------------------------------------------------- Net interest income $2,153 $1,653 $4,211 3,140 Provision for loan losses 363 44 490 82 - ----------------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses $1,790 $1,609 $3,721 $3,058 NON-INTEREST INCOME Service charges on deposit accounts $149 $92 $287 $194 Other income 402 412 786 657 Gain on sale of loans and investments, net 243 125 235 165 - ----------------------------------------------------------------------------------------------------------------------------------- Total non-interest income $794 $629 $1,308 $1,016 NON-INTEREST EXPENSE Salaries and benefits $968 $895 $1,882 $1,623 Occupancy and equipment 270 273 536 484 Other operating expense 721 628 1,345 1,102 - ----------------------------------------------------------------------------------------------------------------------------------- Total non-interest expense $1,959 $1,796 $3,763 $3,209 - ----------------------------------------------------------------------------------------------------------------------------------- Income before income tax $625 $442 $1,266 $865 Income tax expense 175 140 425 272 - ----------------------------------------------------------------------------------------------------------------------------------- Net income $450 $302 $841 $593 =================================================================================================================================== Earnings per share (note 2): Earnings per common share and common equivalent share $0.20 $0.14 $0.38 $0.28 =================================================================================================================================== Weighted average common and common equivalent shares 2,217,817 2,120,384 2,229,827 2,092,124 See accompanying notes to the consolidated financial statements * Unaudited 4 5 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (UNAUDITED) UNREALIZED GAIN (LOSS) ON AVAILABLE FOR ADDITIONAL SALE INVESTMENTS ACCUMULATED TOTAL COMMON PAID-IN NET OF DEFERRED (DEFICIT) STOCKHOLDERS' (dollars in thousands) STOCK CAPITAL TAXES SURPLUS EQUITY - ---------------------------------------------------------------------------------------------------------------------------- Balance, January 1, 1995 $4,924 $5,039 ($244) $1,113 $10,832 Cash dividends paid -- -- -- (78) ($78) Unrealized gain on available for sale investments, net of deferred taxes -- -- 204 -- 204 Net income -- -- -- 593 593 - ---------------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 1995 $4,924 $5,039 ($40) $1,628 $11,551 ============================================================================================================================ Balance, January 1, 1996 $5,013 $5,155 $110 $2,460 $12,738 Net proceeds from the issuance of common stock 39 113 -- -- 152 Cash dividends paid -- -- -- (122) (122) Unrealized gain on available for sale investments, net of deferred taxes -- -- (564) -- (564) Net income -- -- -- 840 840 - ---------------------------------------------------------------------------------------------------------------------------- BALANCE, JUNE 30, 1996 $5,052 $5,268 ($454) $3,178 $13,044 ============================================================================================================================ 5 6 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30 --------------------------- (dollars in thousands) 1996 1995 - ---------------------------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES NET INCOME $841 $291 ADJUSTMENTS FOR NONCASH ITEMS INCLUDED IN NET INCOME: Depreciation and amortization 334 98 Provision for loan losses 490 38 (Gain)/Loss on sale of loans (244) (40) Amort. of def. gain on sale of loans (9) 0 Increase in other assets (808) (238) Increase (decrease) in accrued expenses and other liabilities (1,181) 261 - ---------------------------------------------------------------------------------------------------- Net cash provided by operating activities (577) 410 - ---------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in banking subsidiary loans (9,533) (3,509) Proceeds from sale of loans 3,244 733 Purchase of investments (16,067) (532) Proceeds from maturity of investments 12,771 510 Acquisition of premises and equipment (678) (471) - ---------------------------------------------------------------------------------------------------- Net cash flow used by investing activities (10,263) (3,269) - ---------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in demand deposits 5,203 (2,131) Net increase in NOW and savings accounts 1,725 242 Net (decrease) increase in money market accounts (1,050) 2,583 Net increase in time deposits 10,347 2,457 Net increase (decrease) in other borrowings (2,869) 2,325 Net decrease in notes payable (6) -- Net increase in capital from new stock issues 152 -- Cash dividends paid (122) (39) - ---------------------------------------------------------------------------------------------------- Net cash provided by financing activities 13,380 5,437 - ---------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 2,540 2,578 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 18,098 9,986 - ---------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $20,638 $12,564 ==================================================================================================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: INTEREST PAID TO DEPOSITORS $2,209 $830 INTEREST ON SHORT-TERM BORROWINGS 506 118 UNREALIZED LOSS ON AVAILABLE FOR SALE INVESTMENTS (688) (208) 6 7 FIRST PATRIOT BANKSHARES CORPORATION Notes to Consolidated Financial Statements (unaudited) The accompanying unaudited consolidated financial statements, which include the accounts of First Patriot Bankshares Corporation, (the "Company") and its wholly-owned subsidiary, Patriot National Bank, (the "Bank") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the disclosures required by generally accepted accounting principles. All adjustments have been made, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. The results of operations for the six months ended June 30, 1996 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 1996. NOTE 1 - ACCOUNTING POLICIES AND OTHER DATA Reference should be made to the Notes to Consolidated Financial Statements included in the Annual Report to Stockholders on Form 10-K for the year ended December 31, 1995 which contain the Company's accounting policies and other data. NOTE 2 - COMMON STOCK AND EARNINGS PER SHARE Common stock issued and outstanding totaled 2,020,827 shares at June 30, 1996 and 2,005,200 shares at December 31, 1995. Stock options outstanding at June 30, 1996, and December 31, 1995, totaled 119,738 and 112,480, respectively. Warrants outstanding totaled 271,798 at both June 30, 1996 and December 31, 1995. The total number of options and warrants outstanding has been retroactively adjusted for a 2% stock dividend issued on June 30, 1994 and a two for one stock split issued on April 30, 1993. Earnings per common share and common equivalent share were computed by dividing net income by the weighted average number of common shares outstanding during the period, including average common equivalent shares attributable to dilutive stock options and warrants. The number of common shares was increased by the number of shares issuable on the exercise of options and warrants when the market price of the common stock exceeded the exercise price of the options and warrants. This increase in the number of shares was reduced by the number of common shares that are assumed to have been purchased with the proceeds from the exercise of the options and warrants; those purchases were assumed to have been made when the market price of the common stock exceeded the exercise price of the options and warrants. The average number of shares used in the determination of earnings per common share and common equivalent 7 8 shares were 2,229,827 and 2,092,124 respectively, for the six months ended June 30, 1996 and 1995. For the three months ended June 30, 1995 and 1995 the average number of shares used in the determination of earnings per common share and common equivalent share were 2,217,817 and 2,120,384, respectively. 8 9 PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. CONSOLIDATED FINANCIAL REVIEW Net income for the second quarter of 1996 was $450 thousand up 49% from $302 thousand for the second quarter of 1995. Primary earnings per share was $.20 for the first quarter of 1996 compared to $.14 for the same period in 1995. Year-to-date income totaled $841 thousand at June 30, 1996, compared to $593 thousand at June 30, 1995, an increase of 42%. Earnings per share for the six month period rose to $.38 from $.28 for the first half of 1995. Return on average equity increased from 10.59% during the second quarter of 1995 to 13.89% for the second quarter of 1996. The year-to-date return on average equity was 13.15% compared to 10.62% for the first six months of 1995. Return on average assets increased 15% to 1.14% for the three months ended June 30, 1996. Assets totaled $171.5 million at June 30, 1996, up 8% from the year-end balance of $158.8 million at December 31, 1995. BALANCE SHEET ANALYSIS LOANS Total loans, net of unearned income, were $113.2 million at June 30, 1996 compared to $106.7 million at December 31, 1995. A schedule of outstanding loans at June 30, 1996 and December 31, 1995 is shown below. JUNE 30 DECEMBER 31 (dollars in thousands) 1996 1995 - ---------------------------------------------------------------------------------------------- Commercial & SBA $30,805 $32,270 Commercial mortgage 31,042 23,187 Construction 17,744 16,777 Residential Mortgage 16,081 12,431 Home Equity 5,114 5,275 Installment 4,758 4,243 SBA loans held for Sale 8,226 12,917 -------------------------------------- Total Gross Loans $113,770 $107,100 Unearned Income (586) (424) -------------------------------------- Loans, net of unearned income $113,184 $106,676 Allowance for Loan Losses (1,822) (1,332) -------------------------------------- Loans, net of allowance for loan losses $111,362 $105,344 ====================================== 9 10 Commercial mortgage loans, which are primarily comprised of fully leased real estate, accounted for 27.4% of the loan portfolio, net of unearned income, at June 30, 1996, compared to 21.7% at December 31, 1995. 14.2% of the loan portfolio at June 31, 1996 consisted of residential mortgage loans as compared to 11.6% at December 31, 1995. These loans are primarily owner-occupied real estate. At June 30, 1996, real estate construction loans composed approximately 15.7% of the Company's loan portfolio; unchanged from December 31, 1995. The loans are primarily used for construction of owner-occupied pre-sold residential homes and are considered an attractive type of lending due to their short-term maturities and higher yields. Commercial and S.B.A. loans totaled $30.8 million or 27.2% of the Bank's total loan portfolio at the end of the second quarter of 1996. At December 31, 1995 these loans amounted to $32.3 million or 30.3% of the Bank's loan portfolio. Commercial business loans typically are made on the basis of the borrower's ability to make payment from the cash flow of its business and are either unsecured or secured by business assets, such as accounts receivable, equipment and inventory. The Bank is a "Preferred" S.B.A. lender. This designation means that the S.B.A. has reviewed the Bank's loan procedures and determined that the Bank meets S.B.A. standards for the underwriting and packaging of loans. At June 30, 1996 total S.B.A. loans were $19.5 million or 17.2% of total loans, constituting one of the fastest growing segments of the Bank's loan portfolio. Total S.B.A. loans available for sale were $8.2 million at June 30, 1996, which was 7.3% of the Bank's total loan portfolio. S.B.A. loans are 75-90% guaranteed by the Federal government. The guaranteed portion of S.B.A. loans are saleable in the secondary market. Installment loans were $4.8 million at June 30, 1996 up from $4.2 million at December 31, 1995. Installment loans consist primarily of loans to individuals and credit card loans. Home Equity loans were down slightly from December 31, 1995 to $5.1 million at June 30, 1996. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level at which potential loan losses inherent in the loan portfolio would be absorbed. The allowance consists of funds set aside for specific loans and a general unallocated reserve to offset any additional allocations needed. At June 30, 1996 the allowance was $1.82 million or 1.61% of gross loans. This is up from $1.3 million and 1.25% of gross loans at December 31, 1995. The increase in the allowance for loan losses is due to the growth in loans and a $500 thousand loan on non-accrual for which a portion of the reserve has been specifically allocated, in compliance with the Financial Accounting Standards Board rule FAS-114 (Accounting by Creditors for Impairment of a Loan). 10 11 ALLOWANCE FOR LOAN LOSSES Six months Year ended ended June 3 December 31 (dollars in thousands) 1996 1995 - -------------------------------------------------------------------------------------------------- Beginning Balance $1,332 $965 Provision for the period 490 372 Charge-offs -- (9) Recoveries -- 4 - -------------------------------------------------------------------------------------------------- Balance at end of period $1,822 $1,332 ================================================================================================== Allowance to loans * 1.61% 1.25% Net charge-offs to average loans * -- 0.01% Net charge-offs to allowance -- 0.38% * net of unearned income - -------------------------------------------------------------------------------------------------- NON-PERFORMING AND PAST-DUE LOANS Past-due loans are loans whose principal is past-due 90 or more days but are continuing to accrue interest because collection is in progress and the loans are well-secured. At June 30, 1996 there were four loans totaling $704 thousand that were past due 90 days or greater. Past due loans of 90 days or greater at December 31, 1995 consisted of three loans for $223 thousand. Non-accrual loans consist of loans that are significantly past-due and the collection of principal and interest on these loans has been deemed by management to be in doubt. There was one loan on non-accrual at June 30, 1996 for $500 thousand which has been fully reserved and accounts for the increase in the provision for loan losses. There were no loans on non-accrual at December 31, 1995. Included in past-due loans is one loan in the amount of $633 thousand. Subsequent to June 30, 1996, the borrower instituted bankruptcy proceedings. The loan is fully secured by real estate and no loss is anticipated. By virtue of the bankruptcy proceedings, two related loans that were not past due, amounting to approximately $213 thousand, are now technically in default. The loans are secured by receivables and equipment and no loss is expected. INVESTMENTS The Company's securities portfolio is comprised of U.S. Treasury securities, U.S. Government Agency securities, U.S. Government Agency mortgage backed securities and tax exempt obligations of states and political subdivisions. SECURITIES - AVAILABLE FOR SALE June 30, 1996 December 31, 1995 ------------------------------------------------------------------------------------- (dollars in thousands) Amortized Cost Fair Value Amortized Fair Value - -------------------------------------------------------------------------------------------------------------------------------- U.S. Treasury securites $1,500 $1,502 $2,999 $3,010 U.S. Government securities 28,776 28,005 23,928 24,087 Municipal securities - Revenue Obligations 235 234 235 233 Mortgage backed securites Guaranteed by GNMA 557 637 678 678 All other equity securities 727 727 657 657 - -------------------------------------------------------------------------------------------------------------------------------- Total Securities $31,794 $31,106 $28,497 $28,665 ================================================================================================================================ 11 12 All of the company's investments at June 30, 1996 and December 31, 1995 were classified as available for sale. The Financial Accounting Standards Board requires that available for sale securities be recorded at fair value. The associated unrealized gains or losses on these securities are recorded, net of tax, as a separate component of stockholders' equity. There was an unrealized loss at June 30, 1996 of $688 thousand and an unrealized gain of $168 thousand on December 31, 1995. The securities portfolio is summarized on the previous page. DEPOSITS Total deposits were $136.5 million at June 30, 1996 up $16.2 million from December 31, 1995. The Bank offers a full range of deposit services, including checking accounts, savings accounts and other time deposits of various types, ranging from daily money market accounts to longer-term certificates of deposit. Deposits represent the primary funding source of the Company. The increase in deposits is due to the increased number of banking offices and marketing efforts to increase deposits to support future loan funding needs. A summary of deposit balances at June 30, 1996 and December 31, 1995 are shown in the following schedule. June 30 December 31 (dollars in thousands) 1996 1995 - ------------------------------------------------------------------------------------------------- NOW $10,868 $10,147 Savings 9,624 8,620 Money Market 18,121 19,171 Certificates of Deposit less than $100,000 39,325 32,117 Certificates of Deposit greater than $100,000 17,015 14,617 IRA and Keogh 7,773 7,032 - ------------------------------------------------------------------------------------------------- Total Interest-Bearing Deposits $102,726 $91,704 Non-Interest-Bearing Deposits 33,758 28,555 - ------------------------------------------------------------------------------------------------- Total Deposits $136,484 $120,259 ================================================================================================= OTHER BORROWINGS The Company borrows short-term and long-term monies in the form of purchased Federal Funds, repurchase agreements, master note agreements, and from the Federal Home Loan Bank of Atlanta. At both June 30, 1996 and December 31, 1995 there were no Federal Funds Purchased. A summary of other borrowings is presented to the right. June 30, December 31, (dollars in thousands) 1996 1995 - --------------------------------------------------------------------------- Repurchase agreements $6,177 $4,916 Master note agreements 12,309 15,491 FHLB borrowings 1,361 2,309 Other long-term debt 1,193 1,199 - --------------------------------------------------------------------------- Total Other Borrowings $21,040 $23,915 =========================================================================== 12 13 INTEREST RATE SENSITIVITY The Company monitors interest rate sensitivity of the balance sheet and reviews asset and liability repricing weekly to minimize the earnings sensitivity to changes in interest rates while maintaining a net interest margin within the Company's objectives. The following table represents the Company's interest rate sensitivity at June 30, 1996, using known maturities and repricing schedules of loans, deposits and securities. This table presents a position that existed at one particular day and is not necessarily indicative of the Company's position at any other time. RATE SENSITIVITY ANALYSIS AT JUNE 30, 1996 Interest Sensitivity Period ----------------------------------------------------------------------------------- After 3 months After 6 months (dollars in thousands) Within 3 months Within 6 months Within 12 months After 12 months Total - ----------------------------------------------------------------------------------------------------------------------------------- EARNING ASSETS: Loans 78,454 2,032 8,081 24,617 113,184 Investment securities 2,001 1,001 701 27,403 31,106 Federal Funds Sold 9,736 -- -- 9,736 - ----------------------------------------------------------------------------------------------------------------------------------- Total earning assets 90,191 3,033 8,782 52,020 154,026 - ----------------------------------------------------------------------------------------------------------------------------------- OTHER ASSETS: -- -- -- 17,498 17,498 - ----------------------------------------------------------------------------------------------------------------------------------- Total assets 90,191 3,033 8,782 69,518 171,524 =================================================================================================================================== EARNING ASSET FUNDING: Interest-bearing deposits 46,448 6,754 19,887 29,636 102,725 Other borrowed funds 18,423 -- 1,423 0 19,846 Other long-term debt -- -- -- 1,193 1,193 Non-interest bearing funds 33,759 -- -- -- 33,759 - ----------------------------------------------------------------------------------------------------------------------------------- Earning assets funding 98,630 6,754 21,310 30,829 157,523 - ----------------------------------------------------------------------------------------------------------------------------------- OTHER LIABILITIES: -- -- -- 957 957 EQUITY: -- -- -- 13,044 13,044 - ----------------------------------------------------------------------------------------------------------------------------------- Total Liabilities & Equity 98,630 6,754 21,310 44,830 171,524 =================================================================================================================================== RATE SENSITIVITY GAP: Period (8,439) (3,721) (12,528) 21,191 (3,497) Cumulative (8,439) (12,160) (24,688) (3,497) -- - ----------------------------------------------------------------------------------------------------------------------------------- ADJUSTED GAP AS A PERCENT OF EARNING ASSETS: Period -5.48% -2.42% -8.13% 13.76% -2.27% Cumulative -5.48% -7.89% -16.03% -2.27% 0.00% - ----------------------------------------------------------------------------------------------------------------------------------- LIQUIDITY The Company maintains a stable base of core deposits, cash and cash equivalents, federal funds sold, and securities available for sale to meet potential funding needs of loan and deposit customers. The total of cash and due from banks, available for sale securities and Federal funds sold was $51.7 million at June 30, 1996 and $46.8 million at December 31, 1995, respectively; an increase of 9.8%. 13 14 CAPITAL REQUIREMENTS The Company strives to maintain a level of capital that will support future growth and sustain current operations. In doing so, The Company follows the Federal Reserve Board risk-based capital guidelines for the holding company and the similar guidelines of the OCC for the bank. As shown in the following table, The Company's capital ratios are well in excess of the Federal Reserve minimums and therefore maintains a well-capitalized position. REGULATORY CAPITAL Patriot Nat First Well- Bank Bankshares Capitalized JUNE 30 JUNE 30 Regulatory (dollars in thousands) 1996 1996 Minimums - -------------------------------------------------------------------------------------------------------------- CAPITAL: Tier 1 Capital: Shareholders' common equity $11,272 $13,044 Less disallowed intangibles -- 237 Add unrealized holding losses on available for sale securities 454 454 - --------------------------------------------------------------------------------------------- Total Tier 1 capital 11,726 13,261 - --------------------------------------------------------------------------------------------- Tier 2 Capital: Qualifying allowance for loan losses 1,463 1,488 - --------------------------------------------------------------------------------------------- Total Tier 2 capital 1,463 1,488 - --------------------------------------------------------------------------------------------- Total Capital $13,189 $14,749 ============================================================================================= Gross risk-adjusted assets 117,057 119,048 Less excess allowance for loan losses 359 331 - --------------------------------------------------------------------------------------------- Net risk-adjusted assets 116,698 118,717 Average total assets 155,499 157,870 - --------------------------------------------------------------------------------------------- RATIOS: Tier 1 capital to net risk-adjusted assets 10.05% 11.17% 6.00% Tier 2 capital to net risk-adjusted assets 1.25% 1.25% - -------------------------------------------------------------------------------------------------------------- Total capital to net risk-adjusted assets 11.30% 12.42% 10.00% ============================================================================================================== Leverage - Tier 1 capital to average assets 7.54% 8.40% 5.00% - -------------------------------------------------------------------------------------------------------------- 14 15 INCOME STATEMENT ANALYSIS Interest income accounted for 82% of the Company's total income for the second quarter of 1996. Interest income was $3.5 million for the quarter ended June 30, 1996 compared to $2.7 million for the same period in 1995. Interest and fees on loans totaled $2.9 million for the second quarter of 1996, up approximately 29% over the same period in 1995. Interest on investment securities increased 88% from $305 thousand in the second quarter of 1995 to $574 thousand as of June 30, 1996. For the six months ended June 30, 1996 interest income was $6.9 million up 37% from the first six months of 1995. Interest on investment securities and interest and fees on loans were $1.0 million and $5.7 million respectively for the first half of 1996 as compared to $542 thousand and $4.3 million for the first six months of 1995. Average earning assets totaled approximately $145.8 million for the second quarter of 1996, compared to $112.6 million for the second quarter of 1995; an increase of 29%. Average loans increased from $81.8 million in the second quarter of 1995 to $110.0 million for the same period in 1996. Year-to-date average earning assets were $145.2 million, up $39.8 million over the first six months of 1995. Average loans increased from $79.3 million for the first half of 1995 to $106.6 million for the period of January through June, 1996. Average interest-bearing deposits of $96.3 million in the second quarter of 1996 increased 24.6% over the second quarter of 1995. Interest expense was $1.4 million and $1.1 million for the quarters ended June 30, 1996 and 1995, respectively. Net interest income was $2.2 million for the quarter ended June 30, 1996 and $1.7 million for the quarter ended June 30, 1995; an increase of 30.2%. Year-to-date net interest income was $4.2 million, up from $3.1 million for the six months ended June 30, 1995. Non-interest income consists mostly of service charges and fees on bank services and deposit accounts. Total non-interest income was $794 thousand for the second quarter of 1996 and $629 thousand for the same period in 1995; an increase of 26.2%. Non-interest income for the six month period ended June 30, 1996 was $1.3 million, up 28.7% over the same period in 1995. Salaries and benefits, occupancy and equipment, and other operating expenses make up the total of non-interest expense. These expenses increased $163 thousand from the quarter ended June 30, 1995 to June 30, 1996 to the current balance of $2.0 million, an increase of 9.1% Non-interest expense totaled $3.8 million and $3.2 million for the six months ended June 30, 1996 and 1995, respectively. The increased non-interest expense is due to the expansion of the bank from 5 branches at June 30, 1995 to 8 branches and 3 loan production offices at June 30, 1996. 15 16 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 PATRIOT BANKSHARES CORPORATION - ------------------------------------ By: /s/ August 8, 1996 ----------------------------------------- Carroll C. Markley President, Chief Executive Officer and Director By: /s/ August 8, 1996 ------------------------------------------ Charles Wimer Senior Vice President and Chief Financial Officer 16 17 ITEM 6. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8K. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS An annual meeting of shareholders was held on June 6, 1996 at which Homes Lowry Horn & Johnson, Ltd. was appointed as the company's independent accountants for the year ending December 31, 1996. Wayne W. Broadwater, John H. Rust, Jr, and Daniel R. Bannister were elected to serve as Class A directors for the terms expiring at the 1999 Annual Meeting of Shareholders. Financial statements and schedules are included in Part 1, Item 1 above. Exhibit 11 - Computation of earnings per share is on page 18. Form 8 K - There were no reports on Form 8 K filed during the second quarter. 17