UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 For the Quarterly Period Ended June 30, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ------------ ------------- Commission File No. 1-13652 First West Virginia Bancorp, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) West Virginia 55-6051901 - ---------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1701 Warwood Avenue Wheeling, West Virginia 26003 - ---------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (304) 277-1100 -------------- N/A - ---------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ] No [X] N/A APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practible date. The number of shares outstanding of the issuer's common stock as of July 31, 2000: Common Stock, $5.00 Par Value, shares outstanding 1,508,526 shares - --------------------------------------------------------------------- 2 FIRST WEST VIRGINIA BANCORP, INC. PART I FINANCIAL INFORMATION 3 First West Virginia Bancorp Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS June 30, December 31, June 30, 2000 1999 1999 -------------- -------------- -------------- (Unaudited) ASSETS Cash and due from banks $ 4,595,841 $ 5,335,861 $ 4,533,799 Due from banks - interest bearing 3,207,699 6,478,406 4,726,768 -------------- -------------- -------------- Total cash and cash equivalents 7,803,540 11,814,267 9,260,567 Federal funds sold 4,343,000 2,485,000 2,613,000 Investment securities Available for sale (at fair value) 57,162,609 49,449,312 49,774,539 Held to maturity - fair value of $12,024,432 at June 30, 2000; $10,436,842 at December 31, 1999; and $10,774,640 at June 30, 1999 12,169,097 10,646,112 10,854,616 Loans, net of unearned income 113,893,716 110,488,432 105,249,268 Less allowance for possible loan losses (1,249,571) (1,147,720) (1,128,278) -------------- -------------- -------------- Net loans 112,644,145 109,340,712 104,120,990 Premises and equipment, net 2,763,547 2,841,337 2,939,499 Accrued income receivable 1,472,747 1,356,419 1,349,168 Other assets 1,681,541 1,239,475 1,124,950 -------------- -------------- -------------- Total assets $ 200,040,226 $ 189,172,634 $ 182,037,329 ============== ============== ============== LIABILITIES Noninterest bearing deposits: Demand $ 15,089,702 $ 14,780,305 $ 15,494,893 Interest bearing deposits: Demand 23,714,794 23,961,233 23,760,881 Savings 57,484,449 52,872,689 50,362,044 Time 73,236,954 69,943,705 66,085,265 -------------- -------------- -------------- Total deposits 169,525,899 161,557,932 155,703,083 -------------- -------------- -------------- Federal funds purchased and repurchase agreements 12,654,483 10,273,925 9,481,904 Accrued interest on deposits 560,867 499,352 476,118 Other liabilities 744,986 785,953 706,597 -------------- -------------- -------------- Total liabilities 183,486,235 173,117,162 166,367,702 -------------- -------------- -------------- STOCKHOLDERS' EQUITY Common stock - 2,000,000 shares authorized at $5 par value 1,508,526 shares issued at June 30, 2000 and December 31, 1999; 1,257,252 shares issued at June 30, 1999 7,542,630 7,542,630 6,286,260 Surplus 4,739,381 4,739,381 4,739,381 Retained earnings 5,300,417 4,638,742 5,165,335 Accumulated other comprehensive income (1,028,437) (865,281) (521,349) -------------- -------------- -------------- Total stockholders' equity 16,553,991 16,055,472 15,669,627 -------------- -------------- -------------- Total liabilities and stockholders' equity $ 200,040,226 $ 189,172,634 $ 182,037,329 ============== ============== ============== The accompanying notes are an integral part of the financial statements 4 First West Virginia Bancorp Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (Unaudited) (Unaudited) INTEREST INCOME Interest and fees on loans and lease financing: Taxable $2,387,687 $2,223,797 $4,726,601 $4,429,868 Tax-exempt 55,342 55,240 107,021 104,599 Investment securities: Taxable 904,602 699,574 1,726,265 1,339,211 Tax-exempt 129,055 127,116 257,871 263,173 Dividends 10,919 8,888 21,892 16,900 Other interest income 87,764 38,620 179,829 62,619 Interest on federal funds sold 77,069 67,217 130,297 121,172 ---------- ---------- ---------- ---------- Total interest income 3,652,438 3,220,452 7,149,776 6,337,542 INTEREST EXPENSE Deposits 1,573,704 1,278,424 3,050,120 2,541,685 Other borrowings 143,767 62,344 259,918 120,322 ---------- ---------- ---------- ---------- Total interest expense 1,717,471 1,340,768 3,310,038 2,662,007 ---------- ---------- ---------- ---------- Net interest income 1,934,967 1,879,684 3,839,738 3,675,535 PROVISION FOR POSSIBLE LOAN LOSSES 97,500 76,500 195,000 153,000 ---------- ---------- ---------- ---------- Net interest income after provision for possible loan losses 1,837,467 1,803,184 3,644,738 3,522,535 NONINTEREST INCOME Service charges and other fees 137,035 125,181 250,125 241,309 Securities gains (losses) -- 3,312 23,443 12,465 Gain on sale of building and land -- 301,862 -- 301,862 Other operating income 54,325 52,568 148,418 135,434 ---------- ---------- ---------- ---------- Total noninterest income 191,360 482,923 421,986 691,070 NONINTEREST EXPENSES Salary and employee benefits 631,183 623,221 1,283,562 1,231,690 Net occupancy and equipment expenses 190,348 195,692 397,635 383,841 Other operating expenses 382,938 358,542 750,683 695,210 ---------- ---------- ---------- ---------- Total noninterest expense 1,204,469 1,177,455 2,431,880 2,310,741 ---------- ---------- ---------- ---------- Income before income taxes 824,358 1,108,652 1,634,844 1,902,864 ---------- ---------- ---------- ---------- INCOME TAXES 239,498 364,462 490,441 610,458 ---------- ---------- ---------- ---------- Net income $ 584,860 $ 744,190 $1,144,403 $1,292,406 ========== ========== ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING 1,508,526 1,508,526 1,508,526 1,508,526 ========== ========== ========== ========== EARNINGS PER COMMON SHARE $ 0.39 $ 0.49 $ 0.76 $ 0.86 ========== ========== ========== ========== The accompanying notes are an integral part of the financial statements 5 First West Virginia Bancorp Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Accumulated Common Stock Other ------------------------ Retained Comprehensive Comprehensive Shares Stock Surplus Earnings Income Income Total ---------- ----------- ----------- ----------- ------------ ----------- ------------ Balance, December 31, 1999 1,508,526 $ 7,542,630 $ 4,739,381 $ 4,638,742 $ (865,281) $ $ 16,055,472 Comprehensive income Net income for the six months ended June 30, 2000 -- -- -- 1,144,403 -- 1,144,403 1,144,403 Other comprehensive income, net of tax Unrealized gains (losses) on securities,net of reclassification adjustment (see disclosure) -- -- -- -- (163,156) (163,156) (163,156) ---------- Comprehensive income $ 981,247 ========== Cash dividend ($.32 per share) -- -- -- (482,728) -- (482,728) ---------- ----------- ----------- ----------- ----------- ------------ Balance, June 30, 2000 (Unaudited) 1,508,526 $ 7,542,630 $ 4,739,381 $ 5,300,417 $(1,028,437) $ 16,553,991 ========== =========== =========== =========== =========== ============ Accumulated Common Stock Other ------------------------ Retained Comprehensive Comprehensive Shares Stock Surplus Earnings Income Income Total ---------- ----------- ----------- ----------- ------------ ----------- ------------ Balance, December 31, 1998 1,257,252 $ 6,286,260 $ 4,739,381 $ 4,275,249 $ 160,048 $ $ 15,460,938 Comprehensive income Net income for the six months ended June 30, 1999 -- -- -- 1,292,406 -- 1,292,406 1,292,406 Other comprehensive income,net of tax Unrealized gains (losses) on securities, net of reclassification adjustment (see disclosure) -- -- -- -- (681,397) (681,397) (681,397) ----------- Comprehensive income $ 611,009 =========== Cash dividend ($.27 per share) -- -- -- (402,320) -- (402,320) ---------- ----------- ----------- ----------- ------------ ------------ Balance, June 30,1999 (Unaudited) $1,257,252 $ 6,286,260 $ 4,739,381 $ 5,165,335 $ (521,349) $ 15,669,627 ========== =========== =========== =========== ============ ============ For the six months ended June 30, 2000 1999 ---------- ---------- Disclosure of reclassification amount: Unrealized holding gains (losses) arising during the period $ (148,462) $ (673,540) Less: reclassification adjustment for gains (losses) included in net income 14,694 7,857 ---------- ---------- Net unrealized gains (losses) on securities $ (163,156) $ (681,397) ========== ========== The accompanying notes are an integral part of the financial statements 6 First West Virginia Bancorp Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2000 1999 -------------- -------------- (Unaudited) OPERATING ACTIVITIES Net Income $ 1,144,403 $ 1,292,406 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 195,000 153,000 Depreciation and amortization 168,711 185,421 Amortization of investment securities, net (132,085) (47,361) Investment security losses (gains) (23,443) (12,465) (Gain) loss on disposal of premises and equipment 579 (301,862) Decrease (increase) in interest receivable (116,328) (106,562) Increase (decrease) in interest payable 61,515 4,021 Other, net (385,888) (34,059) -------------- -------------- Net cash provided by operating activities 912,464 1,132,539 -------------- -------------- INVESTING ACTIVITIES Net (increase) decrease in federal funds sold (1,858,000) 1,479,000 Net (increase) decrease in loans, net of charge offs (3,521,932) (1,859,346) Proceeds from sales of securities available for sale 882,333 1,154,104 Proceeds from maturities of securities available for sale 7,090,000 15,015,000 Proceeds from maturities of securities held to maturity 340,000 1,580,000 Principal collected on mortgage-backed securities 1,631,817 2,372,154 Purchases of securities available for sale (17,417,387) (25,949,371) Purchases of securities held to maturity (1,867,818) (1,086,884) Recoveries on loans previously charged-off 23,499 17,763 Purchases of premises and equipment (91,500) (36,480) Proceeds from sales of premises and equipment -- 418,152 -------------- -------------- Net cash used by investing activities (14,788,988) (6,895,908) -------------- -------------- FINANCING ACTIVITIES Net increase (decrease) in deposits 7,967,967 7,918,264 Dividends paid (482,728) (402,320) Increase (decrease) in short term borrowings 2,380,558 2,487,880 -------------- -------------- Net cash provided by financing activities $ 9,865,797 $ 10,003,824 -------------- -------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,010,727) 4,240,455 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,814,267 5,020,112 -------------- -------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,803,540 $ 9,260,567 ============== ============== The accompanying notes are an integral part of the financial statements 7 First West Virginia Bancorp, Inc. and Subsidiaries NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 AND 1999 1. The accompanying financial statements are unaudited. However in the opinion of management, they contain the adjustments ( all of which are normal and recurring in nature) necessary to present fairly the financial position and the results of operations. The notes to the financial statements contained in the annual report for December 31, 1999, should be read in conjunction with these financial statements. 2. The provision for income taxes is at a rate which management believes will approximate the effective rate for the year. 3. Certain prior year amounts have been reclassified to conform to the 2000 presentation. 8 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations --------------------------------------------------------------- First West Virginia Bancorp, Inc., a West Virginia corporation headquartered in Wheeling, West Virginia commenced operations in July, 1973 and has two wholly-owned subsidiaries: Progressive Bank, N.A., which operates in Wheeling, Wellsburg, and Moundsville, West Virginia and Bellaire, Ohio; and Progressive Bank, N.A.-Buckhannon, which operates in Buckhannon and Weston, West Virginia. Following is a discussion and analysis of the significant changes in the financial condition and results of operations of First West Virginia Bancorp, Inc., (the Holding Company), and its subsidiaries for the three months ended June 30, 2000 and 1999. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, Notes, and tables contained in this report, as well as with the Holding Company's 1999 financial statements, the notes thereto and the related Management's Discussion and Analysis. OVERVIEW The Holding Company reported net income of $584,860 for the three months ended June 30, 2000 as compared to $744,190 for the same period during 1999. The decrease in earnings during the second quarter of 2000 over 1999 was primarily attributed to the decreased noninterest income combined with increased operating expenses and the provision for loan losses, offset in part by increased net interest income. Earnings per share were $.39 in the second quarter of 2000, as compared to $.49 earned during the second quarter of 1999. The significant decrease in noninterest income resulted primarily from the $301,862 gain on the sale of building and land by the holding company in 1999. Net income for the six months ended June 30, 2000 was $1,144,403 compared to $1,292,406 for the same period during 1999. The decrease in earnings for the six months ended June 30, 2000 as compared to the same period in 1999 was primarily due to decreased noninterest income and increased operating expenses and the provision for loan losses, offset in part by increased net interest income. Earnings per share were $.76 for the first six months of 2000 as compared to $.86 earned during the same period during 1999. Noninterest income decreased $269,084 due primarily to the gain on the sale of building and land by the holding company during the second quarter of 1999. During the three month period ended June 30, 2000, net interest income increased primarily from the increase in the average volume of investment securities and loans, offset in part by the increased interest paid on savings deposits combined with the increase in the average volume of savings and time deposits. For the six month period ended June 30, 2000, the increase in net interest income was primarily due to the increased interest earned on the average volume of investment securities and loans, offset in part by the increase in the average volume of savings and time deposits combined with the increase in the interest rates paid on savings deposits. Return on average assets (ROA) measures the effectiveness of asset utilization to produce net income. ROA was 1.17% for the three month period ended June 30, 2000 as compared to 1.65% for the same period of the prior year. For the six months ended June 30, 2000 compared to June 30, 1999, ROA was 1.16% and 1.47%, respectively. Return on average equity (ROE) measures the return on the stockholders' investment. The holding company's ROE was 13.53% for the three months ended June 30, 2000 and 18.77% at June 30, 1999. For the six months ended June 30, 2000 compared to June 30, 1999, ROE was 13.37% and 16.59%, respectively. The Holding Company as of June 30, 2000 had total assets of $200,040,226 an increase of 5.7% over the $189,172,634 reported for the year ended December 31, 1999. Loans net of reserves grew by $3,303,433 to $112,644,145, as compared to $109,340,712 reported at December 31, 1999. Total deposits increased in 2000 by $7,967,967, from $161,557,932 at December 31, 1999 to $169,525,899 at June 30, 2000, primarily due to the increase in time and savings deposits. The allowance for loan losses amounted to 1.1% of total loans at June 30, 2000, compared to 1.0% of total loans at December 31, 1999. Table One is a summary of Selected Financial Data of the holding company. The sections that follow discuss in more detail the information summarized in Table One. 9 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Table One SELECTED FINANCIAL DATA (Unaudited, in thousands, except per share data) First West Virginia Bancorp, Inc. Three months ended Six months ended Years ended June 30, June 30, December 31, --------------------- -------------------- ----------------------------------- 2000 1999 2000 1999 1999 1998 1997 -------- -------- -------- ------- --------- --------- ------- SUMMARY OF OPERATIONS Total interest income $ 3,652 $ 3,220 $ 7,150 $ 6,338 $ 13,207 $ 12,452 $11,507 Total interest expense 1,717 1,341 3,310 2,662 5,602 5,324 4,745 Net interest income 1,935 1,879 3,840 3,676 7,605 7,128 6,762 Provision for loan losses 98 76 195 153 348 256 131 Total other income 191 483 422 691 1,073 787 639 Total other expenses 1,204 1,177 2,432 2,311 4,740 4,674 4,377 Income before income taxes 824 1,109 1,635 1,903 3,590 2,985 2,893 Net income 585 744 1,144 1,292 2,450 2,033 1,931 PER SHARE DATA (1) Net income $ 0.39 $ 0.49 $ .76 $ 0.86 $ 1.62 $ 1.35 $ 1.28 Cash dividends declared 0.16 0.14 0.32 0.27 0.55 0.49 0.43 Book value per share 10.97 10.39 10.97 10.39 10.64 10.25 9.37 AVERAGE BALANCE SHEET SUMMARY Total loans, net $112,572 $104,020 $111,668 $103,884 $ 105,775 $ 99,345 $ 86,609 Investment securities 69,741 58,941 67,384 57,058 60,405 48,543 51,754 Deposits - interest bearing 154,100 139,587 151,724 137,177 141,768 127,520 120,589 Stockholders' equity 17,393 15,895 17,212 15,709 16,087 14,697 13,400 Total assets 200,924 180,427 197,881 177,251 183,436 164,630 153,290 SELECTED RATIOS Return on average assets 1.17% 1.65% 1.16% 1.47% 1.34% 1.23% 1.26% Return on average equity 13.53% 18.77% 13.37% 16.59% 15.23% 13.83% 14.41% Average equity to average assets 8.66% 8.81% 8.70% 8.86% 8.77% 8.93% 8.74% Dividend payout ratio (1) 41.03% 28.57% 42.11% 31.40% 33.95% 36.30% 33.59% Loan to Deposit ratio 67.18% 67.60% 67.18% 67.60% 68.39% 70.07% 69.59% BALANCE SHEET June 30, December 31, --------------------- --------------------------------- 2000 1999 1999 1998 1997 ---------- ---------- ---------- --------- ---------- Investments $ 69,332 $ 60,629 $ 60,095 $ 54,735 $ 45,444 Loans 113,894 105,249 110,489 103,555 95,374 Other assets 16,814 16,159 18,589 13,105 15,325 ---------- --------- ---------- --------- ---------- Total Assets $ 200,040 $ 182,037 $ 189,173 $ 171,395 $ 156,143 ========== ========= ========== ========= ========== Deposits $ 169,526 $ 155,703 $ 161,558 $ 147,785 $ 137,045 Federal funds purchased and repurchase agreements 12,654 9,482 10,274 6,994 4,075 Other liabilities 1,306 1,183 1,285 1,155 894 Stockholders' equity 16,554 15,669 16,056 15,461 14,129 ---------- --------- ---------- --------- ---------- Total Liabilities and Stockholders' Equity $ 200,040 $ 182,037 $ 189,173 $ 171,395 $ 156,143 ========== ========= ========== ========= ========== (1) Adjusted for 6 for 5 stock split in the effect of a twenty (20) percent common stock dividend, declared October 12, 1999 to shareholders of record as of November 1, 1999, a 4 percent common stock dividend to stockholders of record as of October 1, 1998, and a 3 for 2 stock split in the effect of a fifty (50) percent common stock dividend to shareholders of record as of October 1, 1997. - ------------------------------------------------------------------------------ 10 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ EARNINGS ANALYSIS Net Interest Income Changes in the volume and mix of earning assets and interest bearing liabilities combined with changes in market rates of interest greatly effect net interest income. Tables Two and Three present the average balance sheet and interest rate analysis for the three and six months ended June 30, 2000 and 1999. Net interest income increased $55,283 or 2.9%, during the three months ended June 30, 2000 as compared to the same period in 1999. The increase in net interest income was primarily attributable to the increase in the interest earned on investment securities and loans offset in part by an increase in the interest paid on deposits and other borrowings. Interest and dividend income on investment securities increased $208,998 or 25.0%, for the three months ended June 30, 2000 over 1999 primarily due to the increase in the average volume of investment securities. Interest and fees on loans increased $163,992 or 7.2%during the three month period ended June 30, 2000 as compared to the same period in 1999 and resulted primarily from an increase in average loan volume. Interest expense increased $376,703 or 28.1% primarily due to the increase in the average volume of savings and time deposits combined with the increase in rates paid on savings deposits. For the six months ended June, 30, 2000, net interest income was $3,839,738, an increase of $164,203 or 4.5%, from the same period in 1999. The increase in net interest income was primarily attributable to the increase in investment securities and the growth in the loan portfolio offset in part by the increase in the average rates paid on savings deposits. Interest and dividend income on investment securities increased $386,744 or 23.9% during the six months ended June 30, 2000 over 1999. The increase in the average volume of investment securities primarily contributed to the increase in net interest income. The average yield on investment securities increased .26%, from 5.73% at December 31, 1999 to 5.99% at June 30, 2000. Interest and fees on loans increased $299,155 or 6.6% for the six month period ended June 30, 2000 as compared the same period in 1999. The increased interest income on loans resulted primarily from an increase in the average loan volume which was partially offset by a decrease in average rates earned. Increases in real estate residential loans and commercial loans primarily contributed to the loan growth. The average yield on loans decreased from 8.80% at December 31, 1999 to 8.71% at June 30, 2000. During the six months ended June 30, 2000, interest expense increased $648,031 or 24.3% as compared to the same period in 1999. Interest expense increased as a result of the increase in the volume of interest bearing liabilities combined with the increase in the average interest rates paid on interest bearing liabilities. Average volume increases of interest bearing liabilities were primarily the result of the growth in time deposits and savings deposits. The average yield paid on interest bearing liabilities increased .34%, from 3.72% at December 31, 1999 to 4.06% at June 30, 2000. Noninterest Income Noninterest income was $191,360 for the three months ended June 30, 2000, a decrease of $291,563 as compared to the same period of the prior year and was primarily the result of the $301,862 gain on the sale of building and land by the holding company. Service charges and other fees are earned from assessments made on checking and savings accounts. Service charges increased $11,854 during the three months ended June 30, 2000, up 9.5%, from the same period in 1999. For the six months ended June 30, 2000, noninterest income was $421,986, a decrease of $269,084 as compared to the same period of the prior year. The decrease in noninterest income resulted primarily from the gain on the sale of building and land by the holding company. Service charges and other fees increased $8,816 or 3.7% over the same period in 1999. Sales of investment securities for the six months ended June 30, 2000, and 1999 were primarily the result of sales by the holding company. The holding company accounted for securities gains of $37,940 and securities losses of $14,508 during the six months ended June 30, 2000 and securities gains of $11,470 and a securities loss of $660 during 1999. The holding company sales were attributable to sales of marketable equity securities. Additionally, for the six months ended June 30, 1999, a subsidiary bank also accounted for securities gains of $11,109 and securities losses of $9,454 and those sales were attributable to sales of securities available for sale. 11 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Non-Interest Expense Noninterest expense increased $27,014 or 2.3% for the three months ended June 30, 2000 as compared to the same period of the prior year. During the quarter ended June 30, 2000, salary and employee benefits increased $7,962 or 1.3%. The increase was primarily attributable to normal annual merit adjustments in salaries. The major components of other operating expenses include: stationery and supplies, directors fees, service expense, postage and transportation, other taxes, advertising, and regulatory assessment and deposit insurance. Other operating expenses increased $24,396, or 6.8%, for the three month period ended June 30, 2000 as compared to the same period in the prior year. Increased advertising, service expense, regulatory assessments and other operating expenses offset in part by other taxes primarily contributed to the increase in other operating expenses during the three month period ended June 30, 2000. For the six months ended June 30, 2000, noninterest expense increased $121,139 or 5.2% as compared to the same period of the prior year. Salary and employee benefits increased $51,872 or 4.2%. The increase was primarily attributable to normal annual merit adjustments in salaries. Other operating expenses increased $55,473 or 8.0%, for the six month period ended June 30, 2000 as compared to the same period in the prior year. Increased advertising, service expense, other operating expense, regulatory assessments, and postage and transportation expense, offset in part by decreased other taxes primarily contributed to the increase in other operating expenses in 2000. Income Taxes Income tax expense for the three months ended June 30, 2000 was $239,498, a decrease of 34.3% over the same period in 1999. The decrease was primarily due to the decrease in pre-taxable income of $284,294 for the period ended June 30, 2000 over 1999. Components of the income tax expense for June 30, 2000 were $218,731 for federal taxes and $20,767 for West Virginia corporate net income taxes. For the six months ended June 30, 2000, income tax expense decreased 19.7% compared to the same period in 1999. The decrease was primarily due to the decrease in pre-taxable income of $268,020 for the during the six months ended June 30, 2000 over 1999. For federal income tax purposes, tax-exempt income is based on qualified state, county, and municipal bonds and loans. Tax-exempt income was $184,397 and $182,356 for the three month periods ended June 30, 2000 and 1999, respectively. For the six months ended June 30, 2000 and 1999, tax exempt income was $364,892 and $367,772, respectively. Federal income tax rates and West Virginia corporate net income tax rates remain consistent at 34% and 9%, respectively, for the three and six months ended June 30, 2000 and 1999 and for the year ended December 31, 1999. 12 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations Table Two Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential (in thousands) The following table presents an average balance sheet, interest earned on interest bearing assets, interest paid on interest bearing liabilities, average interest rates and interest differentials for the six months ended June 30, 2000 and June 30, 1999 and the year ended December 31, 1999. Average balance sheet information as of June 30, 2000 and June 30, 1999 and the year ended December 31, 1999 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status classification. Average rates were annualized for the six month periods ended June 30, 2000 and 1999. For the Six For the Six Months ended Months ended June 30, 2000 December 31, 1999 June 30, 1999 ----------------------------- ------------------------------ ---------------------------- Average Average Average Average Average Average Volume Interest Rate Volume Interest Rate Volume Interest Rate -------- -------- ------- ------- -------- -------- -------- -------- ------ ASSETS: Investment securities: U.S. Treasury and other U. S. Government agencies $ 52,128 $ 1,628 6.28% $ 46,283 $ 2,799 6.05% $ 42,643 $1,288 6.09% Obligations of states and political subdivisions 11,928 270 4.55% 11,546 507 4.39% 11,954 263 4.44% Other securities 3,328 108 6.53% 2,576 156 6.06% 2,461 68 5.57% -------- ------- ------- -------- -------- ------ -------- ------ ------ Total Investment securities: 67,384 2,006 5.99% 60,405 3,462 5.73% 57,058 1,619 5.72% Interest bearing deposits 6,048 180 5.99% 3,861 195 5.05% 2,652 63 4.79% Federal funds sold 4,370 130 5.98% 4,923 244 4.96% 5,183 121 4.71% Loans, net of unearned income 111,668 4,834 8.71% 105,775 9,306 8.80% 103,884 4,535 8.80% -------- ------- ------- -------- -------- ------ -------- ------ ------ Total earning assets 189,470 7,150 7.59% 174,964 13,207 7.55% 168,777 6,338 7.57% Cash and due from banks 4,680 4,628 4,528 Bank premises and equipment 2,795 2,994 3,092 Other assets 2,138 2,005 1,991 Allowance for possible loan losses (1,202) (1,155) (1,137) -------- -------- -------- Total Assets $197,881 $ 183,436 $177,251 ======== ========= ======== LIABILITIES Certificates of deposit $ 71,402 $ 1,907 5.37% $ 67,309 $ 3,535 5.25% $ 64,434 $ 1,707 5.34% Savings deposits 55,669 957 3.46% 48,752 1,368 2.81% 47,069 625 2.68% Interest bearing demand deposits 24,653 186 1.52% 25,707 406 1.58% 25,674 210 1.65% Federal funds purchased and Repurchase agreements 12,330 260 4.24% 9,012 293 3.25% 8,302 120 2.91% -------- ------- ------- -------- -------- ------ -------- ------ ------ Total interest bearing liabilities 164,054 3,310 4.06% 150,780 5,602 3.72% 145,479 2,662 3.69% Demand deposits 15,193 15,241 14,824 Other liabilities 1,422 1,328 1,239 -------- -------- -------- Total Liabilities 180,669 167,349 161,542 STOCKHOLDERS' EQUITY 17,212 16,087 15,709 -------- -------- -------- Total Liabilities and Stockholders' Equity $197,881 $183,436 $177,251 ======== ======== ======== Net yield on earning assets $ 3,840 4.08% $ 7,605 4.35% $3,676 4.39% ======= ======= ======== ====== ====== ====== The fully taxable equivalent basis of interest income from obligations of states and political subdivisions has been determined using a combined Federal and State corporate income tax rate of 40% for the six months ended June 30, 2000 and 1999, and the year ended December 31, 1999, respectively. The effect of this adjustment is presented below (in thousands). Obligations of states and political subdivisions: Investment securities $ 11,928 $ 442 7.45% $ 11,546 $ 845 7.32% $ 11,954 $ 438 7.39% Loans 111,668 4,905 8.83% 105,775 9,434 8.92% 103,884 4,604 8.94% ======== ======= ======= ======== ======== ====== ======== ====== ====== Total earning assets $189,470 $ 7,393 7.85% $174,964 $13,673 7.81% $168,777 $6,582 7.86% ======== ======= ======= ======== ======== ====== ======== ====== ====== Taxable equivalent net yield on earning assets $ 4,083 4.33% $ 8,071 4.61% $3,920 4.68% ======= ======= ======== ====== ====== ====== 13 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations Table Three Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differential (in thousands) The following table presents an average balance sheet, interest earned on interest bearing assets, interest paid on interest bearing liabilities, average interest rates and interest differentials for the three months ended June 30, 2000 and June 30, 1999. Average balance sheet information as of June 30, 2000 and June 30, 1999 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status classification. Average rates were annualized for the three month periods ended June 30, 2000 and 1999. For the Three For the Three Months ended Months ended June 30, 2000 June 30, 1999 ----------------------------------- -------------------------------- Average Average Average Average Volume Interest Rate Volume Interest Rate ----------- -------- ------- ------------ -------- ------- ASSETS: Investment securities: U.S. Treasury and other U. S. Government agencies $ 54,008 $ 848 6.32% $ 45,188 $ 680 6.04% Obligations of states and political subdivisions 12,281 141 4.62% 11,620 127 4.38% Other securities 3,452 56 6.52% 2,133 29 5.45% ----------- -------- ------- ------------ -------- ------- Total Investment Securities 69,741 1,045 6.03% 58,941 836 5.69% Interest bearing deposits 5,558 88 6.37% 3,262 39 4.80% Federal funds sold 4,955 77 6.25% 5,739 67 4.68% Loans, net of unearned income 112,572 2,443 8.73% 104,020 2,279 8.79% ----------- -------- ------- ------------ -------- ------- Total earning assets 192,826 3,653 7.62% 171,962 3,221 7.51% Cash and due from banks 4,403 4,646 Bank premises and equipment 2,776 3,015 Other assets 2,140 1,943 Allowance for possible loan losses (1,221) (1,139) ----------- ------------ Total Assets $ 200,924 $ 180,427 =========== ============ LIABILITIES Certificates of deposit $ 72,317 $ 974 5.42% $ 65,174 $ 854 5.26% Savings deposits 57,182 507 3.57% 48,156 323 2.69% Interest bearing demand deposits 24,601 93 1.52% 26,257 102 1.56% Federal funds purchased and Repurchase agreements 12,848 144 4.51% 8,446 62 2.94% ----------- -------- ------- ------------ -------- ------- Total interest bearing liabilities 166,948 1,718 4.14% 148,033 1,341 3.63% Demand deposits 15,147 15,201 Other liabilities 1,436 1,298 ----------- ------------ Total Liabilities 183,531 164,532 SHAREHOLDERS' EQUITY 17,393 15,895 ----------- ------------ Total Liabilities and Shareholders' Equity $ 200,924 $ 180,427 =========== ============ Net yield on earning assets $ 1,935 4.04% $ 1,880 4.39% ========= ======= ======== ======= The fully taxable equivalent basis of interest income from obligations of states and political subdivisions has been determined using a combined Federal and State corporate income tax rate of 40% for the three months ended June 30, 2000 and 1999, respectively. The effect of this adjustment is presented below (in thousands). Obligations of states and political subdivisions: Investment securities $ 12,281 $ 227 7.43% $ 11,620 $ 212 7.31% Loans 112,572 2,480 8.86% 104,020 2,316 8.93% =========== ======== ======= =========== ======== ======= Total earning assets $ 192,826 $ 3,776 7.88% $ 171,962 $ 3,343 7.80% ========== ========= ======= =========== ======== ======= Taxable equivalent net yield on earning assets $ 2,058 4.29% $ 2,002 4.67% ========= ======= ======== ======= 14 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - --------------------------------------------------------------------------- Balance Sheet Analysis Investments - ----------- Investment securities increased $9,236,282 or 15.4% from $60,095,424 at December 31, 1999, to $69,331,706 at June 30, 2000. Taxable securities comprised 83.1% of total securities at June 30, 2000, as compared to 81.4% at December 31, 1999. Other than the normal risks inherent in purchasing U.S. Treasury securities, U.S. Government corporation and agencies securities, and obligations of states and political subdivisions, i.e. interest rate risk, management has no knowledge of other market or credit risk involved in these investments. The corporation does not have any high risk hybrid/derivative instruments. Available for sale securities, at market value increased $7,713,297 or 15.6% from December 31, 1999, and represented 82% of the investment portfolio at June 30, 2000. The increase was primarily due to the purchase of U.S. Government agency securities and mortgage backed securities. The held to maturity securities increased $1,522,985 or 14.3% from December 31, 1999 and represented 18% of the investment portfolio as of June 30, 2000. The increase was primarily the result of purchases of taxable municipal securities. As the investment portfolio consists primarily of fixed rate debt securities, changes in the market rates of interest will effect the carrying value of securities available for sale, adjusted upward or downward under the requirements of FAS 115 and represent temporary adjustments in values. The carrying value of securities available for sale was decreased by $1,640,769 and $1,380,468 at June 30, 2000 and December 31, 1999, respectively. The market value of securities classified as held to maturity was below book value by $144,665 and $209,270 at June 30, 2000 and December 31, 1999, respectively. Table Three Investment Portfolio The following table presents the book values of investment securities: (in thousands) (Unaudited): June 30, December 31, June 30, 2000 1999 1999 -------- ----------- -------- Securities held to maturity: Obligations of states and political subdivisions $ 12,169 $ 10,646 $ 10,855 -------- -------- -------- Total held to maturity $ 12,169 $ 10,646 $ 10,855 -------- -------- -------- Securities available for sale : U.S. Treasury securities and obligations of U.S. Government corporations and agencies 44,472 $ 40,700 $ 43,116 Obligations of states and political subdivisions 767 507 510 Corporate debt securities 101 102 103 Mortgage-backed securities 10,732 7,049 4,968 Equity Securities 1,091 1,091 1,077 -------- -------- -------- Total available for sale 57,163 49,449 49,774 -------- -------- -------- Total $ 69,332 $ 60,095 $ 60,629 ======== ======== ======== - -------------------------------------------------------------------------- 15 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Table Four Investment Portfolio ( Continued) (in thousands) The maturity distribution using book value including accretion of discounts and amortization of premiums (expressed in thousands) and approximate yield of investment securities at June 30, 2000 and December 31, 1999 are presented in the following table. Tax equivalent yield basis was used on tax exempt obligations. Approximate yield was calculated using a weighted average of yield to maturities. June 30, 2000 December 31, 1999 ---------------------------------------------- ------------------------------------------ Securities Securities Securities Securities Held to Maturity Available for Sale Held to Maturity Available for Sale -------------------- --------------------- -------------------- -------------------- Amount Yield Amount Yield Amount Yield Amount Yield -------- ------ -------- ------ -------- ------ -------- ------ (Unaudited) U.S. Treasury and other U.S. Government Agencies Within One Year $ -- -- % $ 10,261 5.73 % $ -- -- % $ 4,504 5.25 % After One But Within Five Years -- -- 20,406 6.38 -- -- 18,750 6.16 After Five But Within Ten Years -- -- 13,805 6.88 -- -- 17,446 6.78 -------- ------ -------- ------ -------- ------ -------- ------ -- -- 44,472 6.39 -- -- 40,700 6.33 States & Political Subdivisions Within One Year 1,761 6.78 -- -- 1,020 6.40 -- -- After One But Within Five Years 3,410 6.30 120 7.20 3,626 6.67 -- -- After Five But Within Ten Years 5,964 6.44 647 7.16 5,467 6.64 507 7.59 After Ten Years 1,034 6.40 -- -- 533 6.81 -- -- -------- ------ -------- ------ -------- ------ -------- ------ 12,169 6.45 767 7.17 10,646 6.64 507 7.59 Corporate Debt Securities Within One Year -- -- 101 8.46 -- -- -- -- After One But Within Five Years -- -- -- -- -- -- 102 8.42 -------- ------ -------- ------ -------- ------ -------- ------ -- -- 101 8.46 -- -- 102 8.42 Mortgage-Backed Securities -- -- 10,732 7.22 -- -- 7,049 6.44 Equity Securities -- -- 1,091 5.35 -- -- 1,091 5.29 -------- ------ -------- ------ -------- ------ -------- ------ Total $ 12,169 6.45 % $ 57,163 6.54 % $ 10,646 6.64 % $49,449 6.34 % ======== ====== ======== ====== ======== ====== ======= ====== - ------------------------------------------------------------------------------ 16 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Loans - ----- Loans net of unearned income increased $3,405,284 or 3.1% from December 31, 1999. The loan growth during the first six months of 2000 can be attributed primarily to the increases in residential real estate loans, commercial loans and other loans, offset in part by the decrease in installment loans. Real estate residential loans which include real estate construction, real estate farmland, and real estate residential loans comprise thirty-seven percent (37%) of the loan portfolio. Commercial loans which include real estate secured by non-farm, non residential and commercial and industrial loans comprise thirty-nine percent (39%) of the loan portfolio. Installment loans comprise twenty percent (20%) of the loan portfolio. Other loans include nonrated industrial development obligations, direct financing leases and other loans comprise four percent (4%) of the loan portfolio. The only changes in the composition of the loan portfolio from December 31, 1999 to June 30, 2000 were a 1% increase in other loans, a 1% increase in residential real estate loans and a 2% decrease in installment loans. The loan portfolio is not dominated by concentrations of credit within any one industry; therefore, the impact of a weakening economy on any particular industry should be minimal. Management believes that the loan portfolio does not contain any excessive or abnormal elements of risk. Table Six Loan Portfolio (Unaudited) Loans outstanding are as follows (in thousands): June 30, December 31, --------------------------- ------------ 2000 1999 1999 Real Estate - Residential Real estate-construction $ 259 $ 238 $ 73 Real estate-farmland 91 100 79 Real estate-residential 41,803 37,105 39,898 ----------- ----------- ----------- $ 42,153 $ 37,443 $ 40,050 ----------- ----------- ----------- Commercial Real estate-secured by nonfarm, nonresidential $ 30,142 $ 25,237 $ 29,218 Commercial & industrial 14,135 14,017 13,542 ----------- ----------- ----------- $ 44,277 $ 39,254 $ 42,760 ----------- ----------- ----------- Installment Installment and other loans to individuals $ 23,198 $ 25,167 $ 24,513 ----------- ----------- ----------- Others Nonrated industrial development obligations $ 4,029 $ 3,041 $ 2,867 Other loans 327 442 396 ----------- ----------- ----------- $ 4,356 $ 3,483 $ 3,263 ----------- ----------- ----------- Total 113,984 105,347 110,586 Less unearned interest 90 98 97 ----------- ----------- ----------- $ 113,894 $ 105,249 $ 110,489 =========== =========== =========== 17 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Table Seven Loan Portfolio - Maturities and sensitivities of Loans to Changes in Interest Rates The following table presents the contractual maturities of loans other than installment loans and residential mortgages for all banks as of June 30, 2000 and December 31, 1999 (in thousands) (Unaudited): June 30, 2000 ------------------------------------------ After one In one Year Through After Year or Less Five Years Five Years ----------- ----------- ---------- Commercial $ 708 $ 6,938 $ 6,489 Real Estate - construction 259 -- -- ----------- ---------- ---------- Total $ 967 $ 6,938 $ 6,489 =========== ========== ========== December 31, 1999 ------------------------------------------ After one In one Year Through After Year or Less Five Years Five Years ----------- ----------- ---------- Commercial $ 712 $ 7,564 $ 5,266 Real Estate - construction 73 -- -- ----------- ---------- ---------- Total $ 785 $ 7,564 $ 5,266 =========== ========== ========== The following table presents an analysis of fixed and variable rate loans as of June 30, 2000 and December 31, 1999 along with the contractual maturities of loans other than installment loans and residential mortgages (in thousands) (Unaudited): June 30, 2000 ------------------------------------------ After one In one Year Through After Year or Less Five Years Five Years ----------- ----------- ---------- Fixed Rates $ 764 $ 5,164 $ 766 Variable Rates 203 1,774 5,723 ---------- ---------- ---------- Total $ 967 $ 6,938 $ 6,489 ========== ========== ========== December 31, 1999 ------------------------------------------ After one In one Year Through After Year or Less Five Years Five Years ----------- ----------- ---------- Fixed Rates $ 586 $ 5,564 $ 1,150 Variable Rates 199 2,000 4,116 ----------- ---------- ---------- Total $ 785 $ 7,564 $ 5,266 =========== ========== ========== - --------------------------------------------------------------------------- 18 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Total non-performing loans were $1,532,000 at June 30, 2000 and $892,000 at December 31, 1999. Loans classified as non-accrual were $1,130,000 or .8% of total loans as of June 30, 2000, as compared to $573,000 or .5% of total loans at December 31, 1999. Non-accrual loans at June, 30, 2000 include a commercial real estate loan in the amount of $802,000 which is partially guaranteed by the U.S. government. The guaranteed portion of the loan is approximately $601,000. There were no loans classified as renegotiated as of June 30, 2000 and December 31, 1999. The loans past due 90 days or more decreased $131,000 to $188,000 at June 30, 2000 as compared to $319,000 at December 31, 1999. Management continues to monitor the non-performing assets to ensure against deterioration in collateral values. Table Eight Risk Elements (UNAUDITED) The following table presents loans which are in the process of collection, but are contractually past due 90 days or more as to interest or principal, non-accrual loans and other real estate ( in thousands): June 30, December 31, ----------------- ------------ 2000 1999 1999 Past Due 90 Days or More: Real Estate - residential $ 68 $ 90 $ 66 Commercial 60 372 11 Installment 60 107 242 ------ ------ --------- $ 188 $ 569 $ 319 ------ ------ --------- Non-accrual: Real Estate - residential $ 55 $ 59 $ 17 Commercial 1,022 301 440 Installment 53 107 116 ------ ------ --------- $1,130 $ 467 $ 573 ------ ------ --------- Other Real Estate $ 214 $ -- $ -- ------ ------ --------- Total non-performing assets $1,532 $1,036 $ 892 ====== ====== ========== Total non-performing assets to total loans and other real estate 1.34% 0.98% 0.81% Generally, all Banks recognize interest income on the accrual basis, except for certain loans which are placed on a non-accrual status. Loans are placed on a non-accrual status, when in the opinion of management doubt exists as to its collectibility. In accordance with the Office of the Comptroller of the Currency Policy, banks may not accrue interest on any loan which either the principal or interest is past due 90 days or more unless the loan is both well secured and in the process of collection. The amount of interest income that would have been recognized had the loans performed in accordance with their original terms was approximately $16,200 and $18,700 for the periods ended June 30, 2000 and 1999, respectively. As of June 30, 2000, there are no loans known to management other than those previously disclosed about which management has any information about possible credit problems of borrowers which causes management to have serious doubts as to the borrower's ability to comply with present loan repayment terms. - ------------------------------------------------------------------------------ 19 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Allowance for Possible Loan Losses - ---------------------------------- The corporation maintains an allowance for possible loan losses to absorb probable loan losses. The provision for loan losses was $195,000 during the six months ended June 30, 2000, as compared to $153,000 during the same period of the prior year. The allowance for possible loan losses at June 30, 2000 represents 1.1% of total loans outstanding. Net loan charge-offs for the six months ended June 30, 2000 were primarily consumer loans. Personal bankruptcies continue to contribute to the increase in net charge-offs on consumer type loans. The reserve for possible loan losses is considered to be adequate to provide for future losses in the portfolio. The amount charged to earnings is based upon management's evaluations of the loan portfolio, as well as current and anticipated economic conditions, net loans charged off, past loan experiences, changes in character of the loan portfolio, specific problem loans and delinquencies and other factors. Table Nine Analysis of Allowance for Possible Loan Losses (UNAUDITED) The following table presents a summary of loans charged off and recoveries of loans previously charged off by type of loan (in thousands). Summary of Loan Loss Experience ----------------------------------- June 30, December 31, ------------------ ------------ 2000 1999 1999 Balance at Beginning of period Allowance for Possible Loan Losses $ 1,148 $ 1,123 $ 1,123 Loans Charged Off: Real Estate - residential -- -- 14 Commercial -- 16 16 Installment 117 149 315 --------- --------- --------- 117 165 345 Recoveries: Real Estate - residential -- -- -- Commercial -- -- -- Installment 24 17 22 --------- --------- --------- 24 17 22 Net Charge-offs 93 148 323 Additions Charged to Operations 195 153 348 --------- --------- --------- Balance at end of period: $ 1,250 $ 1,128 $ 1,148 ========= ========= ========= Average Loans Outstanding $ 111,668 $ 103,884 $ 105,775 ========= ========= ========= Ratio of net charge-offs to Average loans outstanding for the period .08% .14% .31% Ratio of the Allowance for Loan Losses to Loans Outstanding for the period 1.10% 1.07% 1.04% - ------------------------------------------------------------------------------ 20 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - -------------------------------------------------------------------------- Allowance for Possible Loan Losses - continued - ----------------------------------------------- The corporation has allocated the allowance for possible loan losses to specific portfolio segments based upon historical net charge-off experience, changes in the level of non-performing assets, local economic conditions and management experience as presented in Table Ten. The Corporation has historically maintained the allowance for loan losses at a level greater than actual charge-offs. In determining the allocation of the allowance for possible loan losses, charge-offs for 2000 are anticipated to be within the historical ranges. Although a subjective evaluation is determined by management, the corporation believes it has appropriately assessed the risk of loans in the loan portfolio and has provided for an allowance which is adequate based on that assessment. Because the allowance is an estimate, any change in the economic conditions of the corporation's market area could result in new estimates which could affect the corporation's earnings. Management monitors loan quality through reviews of past due loans and all significant loans which are considered to be potential problem loans on a monthly basis. The internal loan review function provides for an independent review of commercial, real estate, and installment loans in order to measure the asset quality of the portfolio. Management's review of the loan portfolio has not indicated any material amount of loans, not disclosed in the accompanying tables and discussions which are known to have possible credit problems that cause management to have serious doubts as to the ability of each borrower to comply with their present loan repayment terms. Table Ten Loan Portfolio - Allocation of allowance for possible loan losses The following table presents an allocation of the allowance for possible loan losses at each of the five year periods ended December 31, 1999, and the six month period ended June 30, 2000 ( expressed in thousands). The allocation presented below is based on the historical average of net charge offs per category combined with the change in loan growth and management's review of the loan portfolio. June 30, December 31, --------------- ----------------------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 1995 --------------- --------------- ---------------- -------------- ---------------- ------------------ Percent Percent Percent Percent Percent Percent of loans of loans of loans of loans of loans of loans in each in each in each in each in each in each category category category category category category to total to total to total to total to total to total Amount loans Amount loans Amount loans Amount loans Amount loans Amount loans ------ ------- ------ ------- ------ -------- ------ -------- ------ -------- ------ -------- Real estate - residential $ 251 37.0% $ 238 36.2% $ 208 34.2% $ 202 34.6% $ 192 36.5% $ 215 39.9% Commercial 510 38.9 490 38.7 490 37.8 622 38.0 619 39.1 618 36.5 Installment 469 20.3 400 22.2 374 23.8 343 23.6 298 21.6 265 20.0 Others 20 3.8 20 2.9 20 4.2 20 3.8 20 2.8 20 3.6 Unallocated -- -- -- -- 31 -- 31 -- 31 -- 31 - ------ ------ ------ ----- ------ ----- ------ ----- ------ ----- ------ ----- Total $1,250 100.0% $1,148 100.0% $1,123 100.0% $1,218 100.0% $1,160 100.0% $1,149 100.0% ====== ====== ====== ===== ====== ===== ====== ===== ====== ===== ====== ===== 21 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - ------------------------------------------------------------------------------ Deposits - -------- Total deposits were $169,525,899 at June 30, 2000 as compared to $161,557,932 at December 31, 1999, an increase of 4.9%. Deposit growth increased primarily in savings and time deposits. The growth in savings deposits was mainly due to the increased demand for the Progressive Gold money market product by depositors. The increase in time deposits was primarily the result of special promotions offered by the subsidiary banks. At June 30, 2000, noninterest bearing deposits comprised 9% of total deposits and interest bearing deposits which include NOW, money market, savings and time deposits comprised 91% of total deposits. There were no changes in the deposit mix from December 31, 1999 to June 30, 2000. Table Eleven Deposits The following table presents other time deposits of $100,000 or more issued by domestic offices by time remaining until maturity of 3 months or less; over 3 through 6 months; over 6 through 12 months; and over 12 months. (Unaudited) June 30, 2000 Maturities of Time Deposits in Excess of $100,000 -------------------------------------------------- In Three Over Three Over Six Over Months And Less Than And Less Than Twelve Or Less Six Months Twelve Months Months TOTAL ------- ------------ ------------- ------ ----- (Expressed in Thousands) Time Certificates of Deposit $ 4,536 $ 2,195 $ 4,327 $ 6,635 $ 17,693 December 31, 1999 Maturities of Time Deposits in Excess of $100,000 -------------------------------------------------- In Three Over Three Over Six Over Months And Less Than And Less Than Twelve Or Less Six Months Twelve Months Months TOTAL ------- ------------ ------------- ------ ----- (Expressed in Thousands) Time Certificates of Deposit $ 6,862 $ 2,129 $ 2,916 $ 3,696 $ 15,603 Federal funds purchased and repurchase agreements - ------------------------------------------------- Federal funds purchased and repurchase agreements are short-term borrowings, of which repurchase agreements represent the largest component. Repurchase agreements were $12,654,483 at June 30, 2000, an increase of $2,730,558, as compared to December 31, 1999. The increase of repurchase agreements was primarily due to the increase in the balances maintained by existing commercial customers. - ------------------------------------------------------------------------------ 22 First West Virginia Bancorp, Inc. Management's Discussion and Analysis of the Financial Condition and Results of Holding Company Operations - -------------------------------------------------------------------------- Capital Resources - ----------------- A strong capital base is vital to continued profitability because it promotes depositor and investor confidence and provides a solid foundation for future growth. Stockholders' equity increased 4.1% during the first six months of 2000 entirely from current earnings after quarterly dividends, and a decrease of 1.0% resulting from the effect of the change in the net unrealized gain (loss) on securities available for sale. Stockholders' equity amounted to 8.3% of total assets at June 30, 2000 as compared to 8.5% at December 31, 1999. The Holding Company's primary source of funds for payment of dividends to shareholders is from the dividends from its subsidiary banks. Earnings from subsidiary bank operations are expected to remain adequate to fund payment of stockholders' dividends and internal growth. In management's opinion, the subsidiary banks have the capability to upstream sufficient dividends to meet the cash requirements of the Holding Company. The Holding Company is subject to regulatory risk-based capital guidelines administered by the Federal Reserve Board. These risk-based capital guidelines establish minimum capital ratios of Total capital, Tier 1 Capital, and Leverage to assess the capital adequacy of bank holding companies. The following chart shows the regulatory capital levels for the company at June 30, 2000, June 30, 1999, and December 31, 1999: June 30, Dec. 31 -------------- ------- Ratio Minimum 2000 1999 1999 - ---------------------- ------- ------- ----- ----- Leverage Ratio 3% 8.2 8.6 8.4 Risk Based Capital Tier 1 (core) 4% 13.5 14.1 13.8 Tier 2 (total) 8% 14.5 15.2 14.8 Liquidity - --------- Liquidity management ensures that funds are available to meet loan commitments, deposit withdrawals, and operating expenses. Funds are provided by loan repayments, investment securities maturities, or deposits, and can be raised by liquidating assets or through additional borrowings. The corporation had investment securities with an estimated market value of $57,162,609 classified as available for sale at June 30, 2000. These securities are available for sale at any time based upon management's assessment in order to provide necessary liquidity should the need arise. In addition, the Holding Company's subsidiary banks, Progressive Bank, N.A., and Progressive Bank, N.A.- Buckhannon, are members of the Federal Home Loan Bank of Pittsburgh (FHLB). Membership in the FHLB provides an additional source of short-term and long-term funding, in the form of collateralized advances. At June 30, 2000, Progressive Bank, N.A. and Progressive Bank, N.A.- Buckhannon, had an available line of approximately $8,560,000 and $1,700,000, respectively, without purchasing any additional capital stock from the FHLB. As of June 30, 2000 there were no borrowings outstanding pursuant to these agreements. At June 30, 2000 and December 31, 1999, the Holding Company had outstanding loan commitments and unused lines of credit totaling $13,914,000 and $11,071,000, respectively. As of June 30, 2000, management placed a high probability for required funding within one year of approximately $8,759,000. Approximately $3,072,000 is principally unused home equity and credit card lines on which management places a low probability for required funding. 23 FIRST WEST VIRGINIA BANCORP, INC. PART I Item 3 Quantitative and Qualitative Disclosures About Market Risk - ------------------------------------------------------------------- The Company's subsidiary banks use an asset/liability model to measure the impact of changes in interest rates on net interest income on a periodic basis. Assumptions are made to simulate the impact of future changes in interest rates and/or changes in balance sheet composition. The effect of changes in future interest rates on the mix of assets and liabilities may cause actual results to differ from simulated results. Guidelines established by the Company's subsidiary banks provide that the estimated net interest income may not change by more than 10% in a one year period given a +/- 200 basis point parallel shift in interest rates. Excluding the potential effect of interest rate changes on assets and liabilities of the Holding Company which are not deemed material, the anticipated impact on net interest income of the subsidiary banks at June 30,2000 were as follows: given a 200 basis point increase scenario net interest income would be decreased by approximately 3.7%, and given a 200 basis point decrease scenario net interest income would be reduced by approximately 1.0%. Under both interest rate scenarios the subsidiary banks were within the established guideline. PART II OTHER INFORMATION Item 1 Legal Proceedings - ----------------------------------- The nature of the business of the Holding Company's subsidiaries generates a certain amount of litigation involving matters arising in the ordinary course of business. The Company is unaware of any litigation other than ordinary routine litigation incidental to the business of the Company, to which it or any of its subsidiaries is a party or of which any of their property is subject. Item 2 Changes in Securities - --------------------------------------- Inapplicable Item 3 Defaults Upon Senior Securities - ------------------------------------------------- Inapplicable Item 4 Submission of Matters to Vote of Security Holders - ------------------------------------------------------------------- Inapplicable Item 5 Other Information - ----------------------------------- Inapplicable 24 Item 6 Exhibits and Reports on Form 8-K - -------------------------------------------------- (a) Financial ---------- The consolidated financial statements of First West Virginia Bancorp, Inc. and subsidiaries, for the three and six month periods ended June 30, 2000, are incorporated by reference in Part I: ------ (b) Reports on Form 8-K ------------------- No reports on Form 8-K have been filed during the quarter ended June 30, 2000. (c) Exhibits -------- The exhibits listed in the Exhibit Index on page 26 of this FORM 10-Q are incorporated by reference and/or filed herewith. 25 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. First West Virginia Bancorp, Inc -------------------------------- (Registrant) By: /s/ Charles K. Graham --------------------------------------------------------------- Charles K. Graham President and Chief Executive Officer/Director By: /s/ Francie P. Reppy --------------------------------------------------------------- Francie P. Reppy Senior Vice President and Chief Financial Officer Dated: July 30, 2000 26 EXHIBIT INDEX The following exhibits are filed herewith and/or are incorporated herein by reference. Exhibit Number Description - ------- ----------- 10.2 Employment Contract dated December 28, 1999 between First West Virginia Bancorp, Inc. and Charles K. Graham. Incorporated herein by reference. 10.3 Employment Contract dated December 28, 1999 between First West Virginia Bancorp, Inc. and Beverly A. Barker. Incorporated herein by reference. 10.4 Lease dated July 20, 1993 between Progressive Bank, N.A., formerly known as "First West Virginia Bank, N.A.", and Angela I. Stauver. Incorporated herein by reference. 10.5 Banking Services License Agreement dated October 26, 1994 between Progressive Bank, N.A., formerly known as "First West Virginia Bank, N.A.", and The Kroger Co. Incorporated herein by reference. 10.6 Lease dated November 14, 1995 between Progressive Bank, N.A. Buckhannon and First West Virginia Bancorp, Inc and O. V. Smith & Sons of Big Chimney, Inc. Incorporated herein by reference. 10.7 Lease dated May 20, 1998 between Progressive Bank, N.A. and Robert Scott Lumber Company. Incorporated herein by reference. 11.1 Statement regarding computation of per share earnings. Filed herewith and incorporated herein by reference. 13.3 Summarized Quarterly Financial Information. Filed herewith and incorporated herein by reference. 15 Letter re unaudited interim financial information. Incorporated herein by reference. See Part 1, Notes to Consolidated Financial Statements 27 Financial Data Schedule. Filed herewith and incorporated herein by reference. 99.1 Independent Accountant's Report. Filed herewith and incorporated herein by reference.