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 three months ended March 31, 1997 [ ] 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 April 30, 1997 - --------------------------------------- ----------------------------- (Title of Class) 2,020,929 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 March 31, 1997 and December 31, 1996.......................................... 3 Consolidated Statements of Operations Three months ended March 31, 1997 and 1996.................................... 4 Consolidated Statements of Stockholders' Equity Three months ended March 31, 1997 and 1996.................................... 5 Consolidated Statements of Cash Flows Three months ended March 31, 1997 and 1996.................................... 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 MARCH 31, DECEMBER 31, (dollars in thousands) 1997* 1996 - ---------------------------------------------------------------------------------------------------------------------- ASSETS Earning assets Loans $117,854 $119,604 Loans held for sale 8,746 8,264 Allowance for loan losses (1,748) (1,530) - ---------------------------------------------------------------------------------------------------------------------- Loans, net of allowance for loan losses 124,852 126,338 Investments available for sale at fair value 37,338 40,838 Federal funds sold 5,341 9,943 - ---------------------------------------------------------------------------------------------------------------------- Total earning assets, net of allowance for loan losses 167,531 177,119 Cash and due from banks 6,094 6,775 Premises and equipment, net 5,262 5,195 Other assets 2,873 2,763 - ---------------------------------------------------------------------------------------------------------------------- Total assets $181,760 $191,852 ====================================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Non-interest bearing deposits $26,913 $33,466 Interest bearing deposits 122,321 120,863 - ---------------------------------------------------------------------------------------------------------------------- Total deposits 149,234 154,329 Other borrowings 16,577 21,179 Accrued expenses and other liabilities 1,205 1,819 - ---------------------------------------------------------------------------------------------------------------------- Total liabilities 167,016 177,327 - ---------------------------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Total stockholders' equity 14,744 14,525 - ---------------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $181,760 $191,852 ====================================================================================================================== See accompanying notes to consolidated financial statements. * Unaudited 3 4 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED MARCH 31, ------------------------------------------------------- (dollars in thousands) 1997 1996 - ------------------------------------------------------------------------------------------------------------------------- INTEREST INCOME Interest and fees on loans $3,278 $2,790 Interest on investments 701 468 Interest on federal funds sold 86 162 - ------------------------------------------------------------------------------------------------------------------------- Total interest income 4,065 3,420 INTEREST EXPENSE Interest on deposits 1,425 1,125 Interest on other borrowings 227 237 - ------------------------------------------------------------------------------------------------------------------------- Total interest expense 1,652 1,362 - ------------------------------------------------------------------------------------------------------------------------- Net interest income 2,413 2,058 Provision for loan losses 218 127 - ------------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 2,195 1,931 NON-INTEREST INCOME Service charges on deposit accounts 259 138 Other income 381 385 Gain on sale of loans and investments, net 12 (8) - ------------------------------------------------------------------------------------------------------------------------- Total non-interest income 652 515 NON-INTEREST EXPENSE Salaries and benefits 1,027 914 Occupancy and equipment 297 164 Other operating expense 701 726 - ------------------------------------------------------------------------------------------------------------------------- Total non-interest expense 2,025 1,804 - ------------------------------------------------------------------------------------------------------------------------- Income before income tax 822 642 Income tax expense 275 251 - ------------------------------------------------------------------------------------------------------------------------- Net income $547 $391 ========================================================================================================================= Earnings per share (note 2): Earnings per common share and common equivalent share $0.24 $0.17 ========================================================================================================================= Earnings per common share-assuming full dilution $0.24 $0.17 ========================================================================================================================= See accompanying notes to consolidated financial statements. Weighted Average Shares Outstanding-Primary 2,294,865 2,241,837 Weighted Average Shares Outstanding-Fully Diluted 2,294,865 2,241,837 4 5 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (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, 1996 $5,013 $5,155 $110 $2,460 $12,738 Net proceeds from the issuance of common stock 33 94 -- -- 127 Cash dividends paid -- -- -- (61) (61) Unrealized gain on available for sale investments, net of deferred taxes -- -- (290) -- (290) Net income -- -- -- 391 391 - ----------------------------------------------------------------------------------------------------------------------------------- BALANCE, MARCH 31, 1996 $5,046 $5,249 ($180) $2,790 $12,905 =================================================================================================================================== Balance, January 1, 1997 $5,052 $5,458 ($289) $4,304 $14,525 Net proceeds from the issuance of common stock -- -- -- -- 0 Cash dividends paid -- -- -- (61) (61) Unrealized gain on available for sale investments, net of deferred taxes -- -- (266) -- (266) Net income -- -- -- 547 547 - ----------------------------------------------------------------------------------------------------------------------------------- BALANCE, MARCH 31, 1997 $5,052 $5,458 ($555) $4,789 $14,744 =================================================================================================================================== 5 6 FIRST PATRIOT BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31 -------------------------------------- (dollars in thousands) 1997 1996 - ---------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES NET INCOME $547 $391 ADJUSTMENTS FOR NONCASH ITEMS INCLUDED IN NET INCOME: Depreciation and amortization 180 150 Provision for loan losses 218 127 (Gain)/Loss on sale of loans and fixed assets (11) 8 Increase in other assets 102 (394) Increase (decrease) in accrued expenses and other liabilities (759) (549) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 277 (267) - ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in banking subsidiary loans 1,270 (6,065) Proceeds from sale of loans and fixed assets 106 3,244 Purchase of investments (101) (16,067) Proceeds from maturity of investments 3,198 9,511 Acquisition of premises and equipment (261) (609) - ---------------------------------------------------------------------------------------------------------------------- Net cash flow used by investing activities 4,212 (9,986) - ---------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in demand deposits (6,553) (1,945) Net increase in NOW and savings accounts 1,876 3,697 Net increase in money market accounts 145 425 Net increase in time deposits (563) 2,914 Net increase (decrease) in other borrowings (4,602) (2,546) Net decrease in notes payable (14) (3) Net increase in capital from new stock issues 0 127 Cash dividends paid (61) (61) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities (9,772) 2,608 - ---------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents (5,283) (7,645) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 16,718 18,098 - ---------------------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $11,435 $10,453 ====================================================================================================================== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: INTEREST PAID TO DEPOSITORS $1,396 $1,128 INTEREST ON SHORT-TERM BORROWINGS 239 239 UNREALIZED LOSS ON AVAILABLE FOR SALE INVESTMENTS (841) (272) INCOME TAXES PAID 303 148 ====================================================================================================================== 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 three months ended March 31, 1997 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 1997. 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, 1996 which contain the Company's accounting policies and other data. NOTE 2 - COMMON STOCK AND EARNINGS PER SHARE Common stock issued and outstanding totaled 2,020,929 shares at March 31, 1997 and December 31, 1996. Stock options outstanding totaled 128,351 at March 31, 1997 and 125,137 at December 31, 1996. Warrants outstanding totaled 271,798 at both March 31, 1997 and December 31, 1996. 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 share 7 8 and earnings per common share assuming full dilution were 2,294,865 and 2,241,837 respectively, for the three months ended March 31, 1997 and 1996. 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 first quarter of 1997 was $547 thousand up 40% from $391 thousand for the first quarter of 1996. Primary earnings per share was $.24 for the first quarter of 1997 compared to $.17 for the same period in 1996. This increase in net income is primarily due to continued growth in the Bank's loan portfolio, from $109.5 million at March 31, 1996 to $126.6 million at March 31, 1997. Return on average equity increased from 11.96% from the first quarter of 1996 to 14.93% for the first quarter of 1997. Return on average assets increased 21% to 1.21% from 1.00% for the first quarter of 1996. Assets totaled $181.8 million at March 31, 1997, down from $191.9 million at December 31, 1996. This decrease is largely attributable to cyclical fluctuations in corporate checking account balances and cash management repurchase accounts. BALANCE SHEET ANALYSIS LOANS Total loans net of unearned income were $126.6 million at March 31, 1997 compared to $127.9 million at December 31, 1996. A schedule of outstanding loans at March 31, 1997 and December 31, 1996 is shown below. MARCH 31 DECEMBER 31 (dollars in thousands) 1997 1996 - ---------------------------------------------------------------------------------------------------- Commercial & SBA $35,408 $35,017 Commercial mortgage 36,333 37,554 Construction 18,851 19,061 Residential Mortgage 17,151 17,598 Home Equity 6,394 6,212 Installment 4,316 4,815 SBA loans held for Sale 8,746 8,264 ---------------------------------------------- Total Gross Loans $127,199 $128,521 Unearned Income (599) (653) ---------------------------------------------- Loans, net of unearned income $126,600 $127,868 Allowance for Loan Losses (1,748) (1,530) ---------------------------------------------- Loans, net of allowance for loan losses $124,852 $126,338 ============================================== 9 10 Commercial and residential mortgage loans accounted for 42.25% of the loan portfolio, net of unearned income, at March 31, 1997, compared to 43.13% at December 31, 1996. This decrease is due to seasonal fluctuations in these type of loans. These loans are for primarily owner-occupied or fully leased real estate. At March 31, 1997 real estate construction loans comprised approximately 14.89% of the Company's loan portfolio as compared to 14.91% at December 31, 1996. 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 $35.4 million or 27.97% of the Bank's total loan portfolio at the end of the first quarter of 1997. At December 31, 1996 these loans amounted to $35.0 million or 27.39% 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 March 31, 1997 total S.B.A. loans were $23.9 million or 18.9% of total loans. Total S.B.A. loans held for sale were $8.7 million at March 31, 1997, which was 6.91% 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 decreased from $4.8 million at December 31, 1996 to $4.3 million at March 31, 1997. Installment loans consist primarily of loans to individuals and credit card loans. Home Equity loans were up slightly from December 31, 1996 to $6.2 million at March 31, 1997. ALLOWANCE FOR LOAN LOSSES The allowance for loan losses is maintained at a level at which estimated loan losses inherent in the loan portfolio are covered. The allowance consists of funds set aside for specific loans and a general unallocated reserve to offset any additional allocations needed. At March 31, 1997 the allowance was $1.75 million or 1.38% of gross loans. This is up from $1.53 million and 1.20% of gross loans at December 31, 1996. The increase in the allowance for loan losses is due to a decision by management to increase the unallocated portion of the allowance to bring it more in line with the experience of similarily sized institutions. NON-PERFORMING AND PAST-DUE LOANS At March 31, 1997 there were seven loans totaling $1.5 million that were past due 90 days or greater. Past due loans of 90 days or greater at December 31, 1996 consisted of two loans for $727 thousand. There was one loan non-accrual at March 31, 1997 that is fully 10 11 guaranteed by the S.B.A. At December 31, 1996, there were no loans on non-accrual. ALLOWANCE FOR LOAN LOSSES Three months Year ended ended March 31 December 31 (dollars in thousands) 1997 1996 - ---------------------------------------------------------------------------------------------------- Beginning Balance $1,530 $1,332 Provision for the period 218 751 Charge-offs (7) (553) Recoveries 7 -- - ---------------------------------------------------------------------------------------------------- Balance at end of period $1,748 $1,530 ==================================================================================================== Allowance to loans * 1.38% 1.20% Net charge-offs to average loans * 0.00% 0.48% Net charge-offs to allowance 0.23% 36.14% * net of unearned income INVESTMENTS The Company's securities portfolio is comprised of 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 March 31, 1997 December 31, 1996 ------------------------------------------------------------------------------------------ (dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value - --------------------------------------------------------------------------------------------------------------------------------- U.S. Treasury securites $0 $0 $0 $0 U.S. Government securities 36,499 35,675 39,677 39,248 Municipal securities - Revenue Obligations 235 235 235 235 Mortgage backed securites Guaranteed by GNMA 588 570 607 599 All other equity securities 858 858 756 756 - --------------------------------------------------------------------------------------------------------------------------------- Total Securities $38,179 $37,338 $41,275 $40,838 ================================================================================================================================= All of the company's investments at March 31, 1997 and December 31, 1996 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 11 12 securities are recorded, net of tax, as a separate component of stockholders' equity. There were unrealized losses at both March 31, 1997 and December 31, 1996 of $841 thousand and $438 thousand, respectively. The securities portfolio is summarized on the previous page. DEPOSITS Total deposits were $149.2 million at March 31, 1997 down from $154.3 million at December 31, 1996. 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 decrease in deposits is primarily due to cyclical fluctuations in corporate non-interest bearing account balances from year-end 1996. A summary of deposit balances at March 31, 1997 and December 31, 1996 is shown in the following schedule. March 31 December 31 (dollars in thousands) 1997 1996 - --------------------------------------------------------------------------------------------------------- NOW $12,540 $12,178 Savings 12,204 10,690 Money Market 17,124 16,979 Certificates of Deposit less than $100,000 56,862 56,607 Certificates of Deposit greater than $100,000 15,021 15,858 IRA and Keogh 8,570 8,551 - --------------------------------------------------------------------------------------------------------- Total Interest-Bearing Deposits $122,321 $120,863 Non-Interest-Bearing Deposits 26,913 33,466 - --------------------------------------------------------------------------------------------------------- Total Deposits $149,234 $154,329 ========================================================================================================= OTHER BORROWINGS The Company borrows short-term and long-term monies in the form of purchased Federal Funds, repurchase agreements, and from the Federal Home Loan Bank of Atlanta. At both March 31, 1997 and December 31, 1996 there were no Federal Funds Purchased. A summary of other borrowings is presented to the right. March 31, December 31, (dollars in thousands) 1997 1996 ------------------------------------------------------- Repurchase agreements $14,276 $17,904 FHLB borrowings 1,121 1,121 Cash Overdraft 0 969 Other long-term debt 1,180 1,185 ------------------------------------------------------- Total Other Borrowings $16,577 $21,179 ======================================================= 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 March 31, 1997, using known maturities 12 13 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 MARCH 31, 1997 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 87,335 4,165 5,897 29,203 126,600 Investment securities 235 -- -- 37,103 37,338 Federal Funds Sold -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------------------------- Total earning assets 87,570 4,165 5,897 66,306 163,938 =============================================================================================================================== EARNING ASSET FUNDING: Interest-bearing deposits 58,000 12,071 16,785 35,465 122,321 Other borrowed funds 14,152 985 -- -- 15,137 Other long-term debt -- -- -- 1,180 1,180 Non-interest bearing funds 26,913 -- -- -- 26,913 - ------------------------------------------------------------------------------------------------------------------------------- Earning assets funding 99,065 13,056 16,785 36,645 165,551 =============================================================================================================================== RATE SENSITIVITY GAP: Period (11,495) (8,891) (10,888) 29,661 (1,613) Cumulative (11,495) (20,386) (31,274) (1,613) -- - ------------------------------------------------------------------------------------------------------------------------------- ADJUSTED GAP AS A PERCENT OF EARNING ASSETS: Period -7.01% -5.42% -6.64% 18.09% -0.98% Cumulative -7.01% -12.44% -19.08% -0.98% 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 (not pledged) and Federal funds sold was $34.5 million at March 31, 1997 and $39.7 million at December 31, 1996, respectively. CAPITAL REQUIREMENTS In January 1989, the Federal Reserve Board published risk-based capital guidelines in final form which are applicable to bank holding companies. The Federal Reserve Board guidelines redefine the components of capital, categorize assets into different risk classes and include certain off-balance sheet items in the calculation of risk-weighted assets. These guidelines became effective on March 15, 1989. The minimum ratio of qualified total capital to risk-weighted assets (including certain off balance sheet items, such as standby letters of credit) is 8.00%. At least half 13 14 REGULATORY CAPITAL Patriot National First Patriot Well- Bank Bankshares Corp. Capitalized MARCH 31 MARCH 31 Regulatory (dollars in thousands) 1997 1997 Minimums - ----------------------------------------------------------------------------------------------------------------------------- CAPITAL: Tier 1 Capital: Shareholders' common equity $12,705 $14,744 Less disallowed intangibles -- 225 Add unrealized holding losses on available for sale securities 555 555 - ---------------------------------------------------------------------------------------------------- Total Tier 1 capital 13,260 15,074 - ---------------------------------------------------------------------------------------------------- Tier 2 Capital: Qualifying allowance for loan losses 1,581 1,603 - ---------------------------------------------------------------------------------------------------- Total Tier 2 capital 1,581 1,603 - ---------------------------------------------------------------------------------------------------- Total Capital $14,841 $16,677 ==================================================================================================== Gross risk-adjusted assets 126,460 128,270 Less excess allowance for loan losses 167 145 - ---------------------------------------------------------------------------------------------------- Net risk-adjusted assets 126,293 128,125 Average total assets 181,468 183,564 - ---------------------------------------------------------------------------------------------------- RATIOS: Tier 1 capital to net risk-adjusted assets 10.50% 11.77% 6.00% Tier 2 capital to net risk-adjusted assets 1.25% 1.25% - ----------------------------------------------------------------------------------------------------------------------------- Total capital to net risk-adjusted assets 11.75% 13.02% 10.00% ============================================================================================================================= Leverage - Tier 1 capital to average assets 7.31% 8.21% 5.00% - ----------------------------------------------------------------------------------------------------------------------------- of the total capital must be comprised of common equity, retained earnings and a limited amount of permanent preferred stock, less goodwill ("Tier 1 capital"). The remainder ("Tier 2 capital") may consist of a limited amount of subordinated debt, other preferred stock, certain other instruments and a limited amount of loan and lease loss reserves. The sum of Tier 1 and Tier 2 capital is "total-risk based capital." The Company's Tier 1 capital and total risk-based capital ratios as of March 1997 are presented in the table above. In addition, the Federal Reserve Board has established a minimum leverage ratio of Tier 1 capital to quarterly average assets less goodwill ("Leverage ratio") of 3.00% for bank holding companies that meet certain specified criteria, including that they have the highest regulatory rating. All other bank holding companies will be required to maintain a Leverage ratio of 3.00% plus an additional amount of at least 100 to 200 basis points. The Company's 14 15 Leverage ratio as of March 31, 1997 are summarized in the table above. The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. The Bank is subject to capital requirements adopted by the OCC that are substantially similar to those that apply to the Company. These ratios are in the table on the prior page. INCOME STATEMENT ANALYSIS Interest income accounted for 86% of the Company's total income for the first quarter of 1997. Interest income was $4.1 million for the quarter ended March 31, 1997 compared to $3.4 million for the same period in 1996. The increase in interest income is a result of increased volume in earning assets. Interest and fees on loans totaled $3.3 million for the first quarter of 1997, up approximately 17% over the same period in 1996. Interest on investment securities increased 50% from $468 thousand in the first quarter of 1996 to $701 thousand as of March 31, 1997. Average earning assets totaled approximately $172 million for the first quarter of 1997, compared to $145 million for the first quarter of 1996; an increase of 19%. Average loans increased from $109.5 million in the first quarter of 1996 to $126.6 million for the same period in 1997. Average interest-bearing deposits in the first quarter of 1997 increased 21.8% over the first quarter of 1996. Average other borrowed funds was $18.8 thousand for the first quarter of 1997, up $1.5 million over the same period in 1996. Interest expense was $1.7 million and $1.4 million for the quarters ended March 31, 1997 and 1996, respectively. Net interest income was $2.4 million for the quarter ended March 31, 1997 and $2.1 million for the quarter ended March 31, 1996; an increase of 17.2%. Non-interest income consists mostly of service charges and fees on bank services and deposit accounts. Total non-interest income was $652 thousand for the first quarter of 1997 and $515 thousand for the same period in 1996; an increase of 26.6%. Salaries and benefits, occupancy and equipment, and other operating expenses make up the total of non-interest expense. These expenses increased $221 thousand from March 31, 1996 to March 31, 1997 to the current balance of $2.0 million. The increased non-interest expense is due partially to the expansion of the bank from 8 branches at March 31, 1996 to 9 branches at March 31, 1997 and the increase in loan personnel. 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/ May 14, 1997 ---------------------------------------- Carroll C. Markley President, Chief Executive Officer and Director By: /s/ May 14, 1997 --------------------------------------- Charles Wimer Senior Vice President and Chief Financial Officer 16 17 ITEM 6. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8K. 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 first quarter. 17