EX-13.1 4 dex131.htm ANNUAL REPORT TO SHAREHOLDERS Annual Report to Shareholders

EXHIBIT 13.1

Annual Report to Shareholders


(FIRST WEST VIRGINIA BANCORP LETTERHEAD)

P.O. Box 6671

Wheeling, WV 26003

TO OUR SHAREHOLDERS:

I am pleased for the opportunity to present you with the financial performance contained in the 2005 Annual Report of First West Virginia Bancorp, Inc. Consolidated net income for 2005 was $2,262,265 or $1.48 per share, as compared to $2,637,325 or $1.73 per share a year earlier. Total assets for the Holding Company decreased 4.9% over the prior year to $266,213,400 at December 31, 2005 as compared to $279,801,745 at December 31, 2004. Total stockholders’ equity increased to $23,958,629 as compared to $23,953,036 reported in 2004. The book value per share was $15.68 at December 31, 2005 as compared to $15.67 a year earlier.

The Board of Directors declared and paid cash dividends of $.76 per share during 2005 and 2004.

The Company continues to make great strides in addressing the December, 2004 Formal Agreement between the Company’s subsidiary bank, Progressive Bank, N.A. and the Office of the Comptroller of the Currency. One part of the Formal Agreement required the Company’s subsidiary bank to achieve and maintain Tier 1 leverage and capital ratios of 7.5% and 13.0%, respectively. I am delighted to report that Progressive Bank’s capital ratios have exceeded the required minimums set forth in the agreement since June, 2005. The Board of Directors, as well as bank management, has taken considerable steps over the past year in resolving all of the items set forth in the agreement. Increased expenses in complying with the agreement had a material impact on the Company’s earnings throughout 2005. To this effort, it is with great resolve and determination, that we efficiently complete the requirements of the agreement and maintain our reputation as a strong and highly respected financial institution in the community.

Also, during the third quarter of 2005, our subsidiary bank entered into an agreement with the Federal Home Loan Bank of Pittsburgh to initiate the underwriting of secondary market loans. With the implementation of this program we believe our bank will remain competitive in the home mortgage market area.

Furthermore, Thomas L. Sable and Gary W. Glessner were added as directors to the Board of Directors of First West Virginia Bancorp, Inc. Mr. Sable is the owner of Bellaire Hardware and is a managing partner of The Summit Atlantic Group, LLC. He previously served on the board of directors of Farmers and Merchants Bank from 1989 to 1997 until the bank merged with Progressive Bank, N.A. and has served as a director on Progressive Bank’s board since the merger. Mr. Glessner is a Certified Public Accountant and is President/Owner of Glessner & Associates, PLLC, a local public accounting firm. He is also a registered representative with HD Vest Financial Services, a subsidiary of Wells Fargo Bank and is a licensed life and health insurance agent. We are certain their expertise and professionalism will augment our Board.

Once again it is with my sincere gratitude and deep appreciation I acknowledge our officers and employees for their passion, dedication, and perseverance demonstrated throughout the year. The loyalty of our customers, commitment and tenaciousness of our Board, and loyal support of our shareholders enabled us to accomplish many goals this year. We greet year 2006 with much confidence and vigor and anticipate emerging much stronger with a very defined vision and solid mission for our Company.

 

Sincerely,
Sylvan J. Dlesk
Chairman of the Board
Interim President and Chief Executive Officer


First West Virginia Bancorp, Inc. and Subsidiary

CONSOLIDATED BALANCE SHEETS

 

     December 31,  
     2005     2004  
ASSETS     

Cash and due from banks

   $ 5,929,513     $ 5,474,000  

Due from banks - interest bearing

     1,066,142       491,166  

Federal funds sold

     4,753,000       2,155,000  
                

Total cash and cash equivalents

     11,748,655       8,120,166  

Investment securities:

    

Available-for-sale (at fair value)

     106,222,137       103,736,472  

Held-to-maturity (fair value of $1,810,834 and $2,927,330, respectively)

     1,776,295       2,824,579  

Loans

     135,214,258       154,331,037  

Less allowance for loan losses

     (2,319,871 )     (2,356,101 )
                

Net loans

     132,894,387       151,974,936  

Premises and equipment, net

     4,166,929       3,855,870  

Accrued income receivable

     1,255,328       1,259,205  

Other intangible assets

     192,295       281,046  

Goodwill

     1,644,119       1,644,119  

Bank owned life insurance

     3,193,977       3,080,724  

Other assets

     3,119,278       3,024,628  
                

Total assets

   $ 266,213,400     $ 279,801,745  
                
LIABILITIES     

Noninterest bearing deposits:

    

Demand

   $ 26,044,841     $ 26,288,924  

Interest bearing deposits:

    

Demand

     36,891,497       37,493,712  

Savings

     70,288,524       86,900,317  

Time

     85,592,439       85,488,054  
                

Total deposits

     218,817,301       236,171,007  

Federal funds purchased and securities sold under agreements to repurchase

     19,084,324       15,759,200  

Federal Home Loan Bank borrowings

     2,384,893       2,425,111  

Other long-term borrowings

     1,000,000       —    

Accrued interest payable

     404,372       349,357  

Other liabilities

     563,881       1,144,034  
                

Total liabilities

     242,254,771       255,848,709  
                
STOCKHOLDERS’ EQUITY     

Common stock - 2,000,000 shares authorized at $5 par value:

    

1,538,443 shares issued at December 31, 2005 and 2004

     7,692,215       7,692,215  

Treasury stock - 10,000 shares at cost:

     (228,100 )     (228,100 )

Surplus

     4,982,606       4,982,606  

Retained earnings

     12,538,056       11,437,407  

Accumulated other comprehensive income (loss)

     (1,026,148 )     68,908  
                

Total stockholders’ equity

     23,958,629       23,953,036  
                

Total liabilities and stockholders’ equity

   $ 266,213,400     $ 279,801,745  
                

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

 

2


First West Virginia Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF INCOME

 

     Year Ended December 31,
     2005    2004    2003
INTEREST AND DIVIDEND INCOME         

Loans, including fees:

        

Taxable

   $ 8,558,205    $ 8,930,710    $ 8,740,836

Tax-exempt

     649,553      641,440      587,579

Debt securities:

        

Taxable

     3,047,213      3,064,050      3,186,339

Tax-exempt

     637,600      660,330      688,191

Dividends

     16,452      10,864      16,592

Other interest income

     41,147      21,941      27,189

Interest on federal funds sold

     178,087      76,784      72,088
                    

Total interest and dividend income

     13,128,257      13,406,119      13,318,814
                    
INTEREST EXPENSE         

Deposits

     3,574,439      3,791,975      4,378,071

Federal funds purchased and repurchase agreements

     311,763      286,053      199,173

FHLB and other long-term borrowings

     184,299      116,561      25,738
                    

Total interest expense

     4,070,501      4,194,589      4,602,982
                    

Net interest income

     9,057,756      9,211,530      8,715,832
PROVISION FOR LOAN LOSSES      180,000      300,000      435,000
                    

Net interest income after provision for loan losses

     8,877,756      8,911,530      8,280,832
                    
NONINTEREST INCOME         

Service charges and other fees

     775,588      799,593      756,288

Net gains on available for sale securities

     118,433      4,765      213,718

Other operating income

     483,682      479,258      376,106
                    

Total noninterest income

     1,377,703      1,283,616      1,346,112
                    
NONINTEREST EXPENSE         

Salary and employee benefits

     3,768,693      3,563,858      3,356,659

Net occupancy expense of premises

     1,133,282      1,050,851      968,135

Other operating expenses

     2,549,450      2,132,098      2,016,949
                    

Total noninterest expense

     7,451,425      6,746,807      6,341,743
                    

Income before income taxes

     2,804,034      3,448,339      3,285,201
INCOME TAXES      541,769      811,014      766,960
                    

Net income

   $ 2,262,265    $ 2,637,325    $ 2,518,241
                    
WEIGHTED AVERAGE SHARES OUTSTANDING      1,528,443      1,528,443      1,537,292
                    
EARNINGS PER COMMON SHARE    $ 1.48    $ 1.73    $ 1.64
                    

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

 

3


First West Virginia Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

     Common Stock    Surplus    Retained
Earnings
    Treasury
Stock
    Accumulated
Other
Comprehensive
Income (loss)
    Comprehensive
Income
    Total  
     Shares    Amount              
BALANCE, DECEMBER 31, 2002    1,538,443    $ 7,692,215    $ 4,982,606    $ 8,566,520       —       $ 1,218,292       $ 22,459,633  

Comprehensive income:

                   

Net income

   —        —        —        2,518,241       —         —       $ 2,518,241       2,518,241  

Other comprehensive income, net of tax

                   

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

   —        —        —        —         —         (596,096 )     (596,096 )     (596,096 )
                         

Comprehensive income

                  $ 1,922,145    
                         

Cash dividend ($.73 per share)

   —        —        —        (1,123,063 )     —         —           (1,123,063 )

Treasury shares purchased (10,000 shares)

                (228,100 )         (228,100 )
                                                     

BALANCE, DECEMBER 31, 2003

   1,538,443      7,692,215      4,982,606      9,961,698       (228,100 )     622,196         23,030,615  

Comprehensive income:

                   

Net income

   —        —        —        2,637,325       —         —       $ 2,637,325       2,637,325  

Other comprehensive income, net of tax

                   

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

   —        —        —        —         —         (553,288 )     (553,288 )     (553,288 )
                         

Comprehensive income

                  $ 2,084,037    
                         

Cash dividend ($.76 per share)

   —        —        —        (1,161,616 )     —         —           (1,161,616 )
                                                     

BALANCE, DECEMBER 31, 2004

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

Comprehensive income:

                   

Net income

   —        —        —        2,262,265       —         —       $ 2,262,265       2,262,265  

Other comprehensive income, net of tax

                   

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

   —        —        —        —         —         (1,095,056 )     (1,095,056 )     (1,095,056 )
                         

Comprehensive income

                  $ 1,167,209    
                         

Cash dividend ($.76 per share)

   —        —        —        (1,161,616 )     —         —           (1,161,616 )
                                                     

BALANCE, DECEMBER 31, 2005

   1,538,443    $ 7,692,215    $ 4,982,606    $ 12,538,056     $ (228,100 )   $ (1,026,148 )     $ 23,958,629  
                                                     

 

     2005     2004     2003  

Disclosure of reclassification amount:

      

Unrealized holding losses arising during the period

   $ (1,021,189 )   $ (550,316 )   $ (462,800 )

Less reclassification adjustment for gains included in net income

     73,867       2,972       133,296  
                        

Net unrealized losses on securities

   $ (1,095,056 )   $ (553,288 )   $ (596,096 )
                        

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

 

4


First West Virginia Bancorp, Inc. and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year Ended December 31,  
     2005     2004     2003  
OPERATING ACTIVITIES       

Net income

   $ 2,262,265     $ 2,637,325     $ 2,518,241  

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

      

Provision for loan losses

     180,000       300,000       435,000  

Depreciation and amortization

     453,351       441,131       436,055  

Amortization of investment securities, net

     288,848       575,997       965,321  

Investment security gains

     (118,433 )     (4,765 )     (213,718 )

Gain on sales of assets

     (9,835 )     (45,570 )     (436 )

Increase in cash surrender value of bank-owned life insurance

     (113,253 )     (80,724 )     —    

Decrease in interest receivable

     3,877       16,641       9,093  

Decrease (increase) in interest payable

     55,015       (35,460 )     (108,452 )

Other, net

     (14,118 )     (450,299 )     (536,549 )
                        

Net cash provided by operating activities

     2,987,717       3,354,276       3,504,555  
                        
INVESTING ACTIVITIES       

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

     18,850,853       (7,922,825 )     (10,104,870 )

Proceeds from sales of securities available-for-sale

     3,142,149       8,408,557       9,792,306  

Proceeds from maturities of securities available-for-sale

     234,723,686       62,972,732       177,538,788  

Proceeds from maturities of securities held-to-maturity

     1,040,000       1,150,000       3,720,000  

Principal collected on mortgage-backed securities

     12,314,801       17,518,653       35,084,372  

Purchases of securities available-for-sale

     (254,584,173 )     (75,114,282 )     (242,723,086 )

Recoveries on loans previously charged-off

     49,696       53,515       9,099  

Purchase of bank owned life insurance

     —         (3,000,000 )     —    

Purchases of premises and equipment

     (681,349 )     (290,874 )     (191,818 )

Proceeds from sales of assets

     15,525       271,946       159,471  
                        

Net cash provided by (used in) investing activities

     14,871,188       4,047,422       (26,715,738 )
                        
FINANCING ACTIVITIES       

Net increase (decrease) in deposits

     (17,353,706 )     (5,776,323 )     10,571,748  

Dividends paid

     (1,161,616 )     (1,161,616 )     (1,123,063 )

Treasury shares purchased

     —         —         (228,100 )

Proceeds from issuance of long term debt

     2,000,000       —         —    

Repayment of long term debt

     (1,000,000 )     —         —    

Increase in short-term borrowings

     3,325,124       670,366       6,051,032  

Increase (decrease) in FHLB borrowings

     (40,218 )     (38,353 )     2,463,464  
                        

Net cash provided by (used in) financing activities

     (14,230,416 )     (6,305,926 )     17,735,081  
                        
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      3,628,489       1,095,772       (5,476,102 )
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR      8,120,166       7,024,394       12,500,496  
                        
CASH AND CASH EQUIVALENTS, END OF YEAR    $ 11,748,655     $ 8,120,166     $ 7,024,394  
                        
Supplemental Disclosures:       

Cash Paid for Interest

     4,015,486       4,230,049       4,711,434  

Cash Paid for Income Taxes

     645,000       990,000       950,000  

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

 

5


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows.

Nature of Operations and Basis of Presentation: First West Virginia Bancorp, Inc. (the “Company”) is a West Virginia Company. The Company provides a variety of banking services to individuals and businesses through the branch network of its affiliate bank (the “Bank”). The Bank operates ten full service branches located in Wheeling (3), Wellsburg, Moundsville (2), New Martinsville, Buckhannon, and Weston, West Virginia and Bellaire, Ohio. Primary deposit products consist of checking accounts, savings accounts, and certificates of deposit. Primary lending products consist of commercial and residential real estate loans, consumer loans, and business loans.

Principles of Consolidation: The consolidated financial statements of the Company include the financial statements of the parent and its wholly-owned subsidiary, Progressive Bank, N.A. All significant intercompany transactions and accounts have been eliminated in consolidation.

Reclassifications: Certain prior year amounts have been reclassified to conform to the 2005 presentation.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to material change in the near term relate to the determination of the allowance for loan losses and the valuation of deferred tax assets.

Cash Flows: Cash and cash equivalents consist of cash on hand and amounts due from banks and federal funds sold.

Investment Securities: Investment securities are classified at the time of purchase, based on management’s intention and ability, as securities available for sale or held to maturity. Debt securities classified as held to maturity are stated at cost adjusted for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income. Certain other debt and equity securities have been classified as available for sale to serve principally as a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders’ equity, net of tax, until realized. Realized securities gains and losses are computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned.

Common stock of the Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank represents ownership interest in institutions that are wholly owned by other financial institutions. These equity securities are accounted for at cost and are classified with other assets.

While temporary changes in the market value of available-for-sale securities are not recognized in earnings, a decline in fair value below amortized cost deemed to be other-than-temporary results in an adjustment to the cost basis of the investment, with a corresponding loss charged against earnings. Management evaluates the investment securities for other-than-temporary declines in estimated fair value on a quarterly basis. This analysis requires management to consider various factors in order to determine if a decline in estimated fair value is temporary or other-than-temporary. These factors include duration and magnitude of the decline in value, the financial condition of the issuer, and the company’s ability and intent to continue holding the investment for a period of time sufficient to allow for any anticipated recovery in market value. At December 31, 2005, there were no investment securities identified by management to be other-than-temporarily impaired. If investments decline in fair value due to adverse changes in the financial markets, charges to income could occur in future periods.

Loans: Interest income on loans is accrued based on the principal outstanding. It is the Company’s policy to discontinue the accrual of interest when 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 Company accounts for impaired loans in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 114 and No. 118, “Accounting for Creditors for Impairment of a Loan.” It is the Company’s policy not to recognize interest income on specific impaired loans unless the likelihood of future loss is remote. Interest payments received on such loans are applied as a reduction of the loan principal balance. Loan origination and commitment fees and certain direct loan origination costs are deferred and the net amount amortized over the contractual life of the related loans or commitments as an adjustment of the related loan’s yield.

Allowance for Loan Losses: The allowance for loan losses represents the amount which management estimates is adequate to provide for probable losses inherent in its loan portfolio. The allowance method is used in providing for loan losses. Accordingly, all loan losses are charged to the allowance, and all recoveries are credited to it. The allowance for loan losses is established through a provision for loan losses that is charged to operations. The provision is based on management’s evaluation of the adequacy of the allowance for loan losses which encompasses the overall risk characteristics of the various portfolio segments, past experience with losses, the impact of economic conditions on borrowers, and other relevant factors. The estimates used in determining the adequacy of the allowance for loan losses, including the amounts and timing of future cash flows expected on impaired loans, are particularly susceptible to significant changes in the near term.

 

6


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impaired loans are commercial and commercial real estate loans for which it is probable the Company will not be able to collect all amounts due according to the contractual terms of the loan agreement. The Company individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of “impaired loans” is not the same as the definition of “nonaccrual loans,” although the two categories overlap. The Company may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectibility while not classifying the loan as impaired, provided the loan is not a commercial or commercial real estate classification. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded amount of the loans. When foreclosure is probable, impairment is measured based on the fair value of the collateral.

Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis taking into consideration all circumstances concerning the loan, the credit worthiness and payment history of the borrower, the length of the payment delay, and the amount of shortfall in relation to the principal and interest owed.

Individual loan reviews are based upon specific quantitative and qualitative criteria, including the size of the loan, loan quality ratings, value of collateral, repayment ability of borrowers, and historical experience factors. The historical experience factors utilized for individual loan reviews are based upon past loss experience, known trends in losses and delinquencies, the growth of loans in particular markets and industries, and known changes in economic conditions in the particular lending markets. Allowances for homogeneous loans (such as residential mortgage loans, personal loans, etc.) are evaluated based upon historical loss experience, trends in losses and delinquencies, growth of loans in particular markets, and known changes in economic conditions in each lending market. There can be no assurance the allowance for loan losses will be adequate to cover all losses, but management believes the allowance for loan losses in the amount of $2,319,871 at December 31, 2005, was adequate to provide for probable losses from existing loans based on information currently available. While management uses available information to provide for loan losses, the ultimate collectibility of a substantial portion of the loan portfolio, and the need for future additions to the allowance, will be based on changes in economic conditions and other relevant factors. As such, an adverse change in economic activity could reduce cash flows for both commercial and individual borrowers, which would likely cause the Company to experience increases in problem assets, delinquencies and losses on loans.

Premises and Equipment: Premises and equipment are stated at cost, less accumulated depreciation and amortization. Provisions for depreciation and amortization are computed generally using the straight-line method over the estimated useful lives of the assets.

When units of property are disposed of, the premises and equipment accounts are relieved of the cost and the accumulated depreciation related to such units. Any resulting gains or losses are credited to or charged against income. Cost of repairs and maintenance is charged to expense as incurred. Additions and improvements are capitalized at cost.

Goodwill and Other Intangible Assets The Company adopted SFAS No. 147, “Acquisitions of Certain Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9”. Except for transactions between two or more mutual enterprises, this Statement removes acquisitions of financial institutions from the scope of both SFAS No. 72, “Accounting for Certain Acquisitions of Banking and Thrift Institutions” and FASB Interpretation No. 9, “Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method. “SFAS No. 147 requires that these transactions be accounted for in accordance with FASB Statements No. 141, “Business Combinations” and No. 142, “Goodwill and Other Intangible Assets.” This statement also amends SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower- relationship intangible assets and credit cardholder intangible assets.

Goodwill resulted from the Company’s purchase of a less-than-whole financial institution (the “branch”). Upon adoption of FASB No. 147, the Company reclassified approximately $1.6 million of previously unidentifiable intangible assets to goodwill and ceased the regularly scheduled amortization expense of those intangible assets. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods.

        An identifiable intangible asset resulted from the purchase of the core deposits of another financial institution in 2001 and, as such, are amortized into noninterest expense on the straight-line basis over the period the Company expects to benefit from such assets (7 years). The Company recognized amortization expense of $88,751 in the periods ending December 31, 2005, 2004 and 2003. The unamortized balance from the purchase of these core deposit intangible assets is $192,295 and $281,046 at December 31, 2005 and 2004, respectively. The estimated aggregate amortization expense for each of the succeeding years is as follows: $88,751 in 2006, $88,751 in 2007; and $14,793 in 2008. While management feels the assumptions and variables used to value the acquisition was reasonable, the use of different, but still reasonable, assumptions could produce different results.

Goodwill and other intangibles are periodically reviewed for impairment. No impairment losses were recognized. Additionally, future events could cause management to conclude that impairment indicators exist and that the goodwill is impaired, which would result in the Company recording an impairment loss. Any resulting impairment loss could have a material, adverse impact on the Company’s financial condition and results of operations.

 

7


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Bank-owned Life Insurance Bank owned life insurance consists of investments in life insurance policies on executive officers and other members of the bank’s management. The policies are carried at their net cash surrender value. Changes in the policy value are recorded as an adjustment to the carrying value with the corresponding amount recognized as non-interest income or expense. Earnings on these policies are based on the net earnings on the cash surrender value of the policies. The net cash surrender value of bank-owned life insurance was $3,193,977 and $3,080,724 at December 31, 2005 and 2004, respectively. The face value of the bank-owned life insurance at December 31, 2005 was $9.1 million. An agreement has been executed with all officers whereby a $40,000 death benefit is payable upon the participant’s death while employed by the Company to their designated beneficiary.

Other Real Estate Owned: Other real estate owned are carried at the lower of cost or their estimated current fair value, less estimated costs to sell and are included in other assets. Other real estate owned consist primarily of properties acquired through, or in lieu of foreclosures. Any subsequent declines in fair value, and gains or losses on the disposition of these assets are credited to or charged against income.

Income Taxes: The Company and its subsidiary file a consolidated federal income tax return. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Deferred income tax expenses or benefits are based on the changes in the deferred tax asset or liability from period to period.

Advertising Costs: Advertising costs are expensed as the costs are incurred. Advertising expenses amounted to $133,403, $189,855 and $172,598 for 2005, 2004, and 2003, respectively.

Earnings Per Common Share: Earnings per common share are calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the year. The Company has no securities which would be considered potential common stock.

Comprehensive Income: The Company is required to present comprehensive income in a full set of general-purpose financial statements for all periods presented. Other comprehensive income comprises unrealized holding gains (losses) on the available-for-sale securities portfolio. The Company has elected to report the effects of other comprehensive income as part of the Consolidated Statement of Changes in Stockholders’ Equity.

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

 

     2005     2004     2003  

Before-tax amount

   $ (1,755,742 )   $ (887,106 )   $ (955,742 )

Tax effect

     660,686       333,818       359,646  
                        

Net of tax effect

   $ (1,095,056 )   $ (553,288 )   $ (596,096 )
                        

Recent Accounting Pronouncements: In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS No. 123R). FAS No. 123R revised FAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. FAS No. 123R will require compensation costs related to share-based payment transactions to be recognized in the financial statement (with limited exceptions). The amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. Compensation cost will be recognized over the period that an employee provides service in exchange for the award.

In April 2005, the Securities and Exchange Commission adopted a new rule that amends the compliance dates for FAS No. 123R. The Statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements and that this cost be measured based on the fair value of the equity or liability instruments issued. FAS No. 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company will adopt FAS No. 123R on January 1, 2006. The estimated compensation expense is not expected to be material to the Company’s results of operation or financial condition.

In March 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 107 (“SAB No. 107”), Share-Based Payment, providing guidance on option valuation methods, the accounting for income tax effects of share-based payment arrangements upon adoption of FAS No. 123R, and the disclosures in MD&A subsequent to the adoption. The Company will provide SAB No. 107 required disclosures upon adoption of FAS No. 123R on January 1, 2006.

 

8


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

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

In June 2005, the FASB issued FAS No. 154, Accounting Changes and Errors Corrections, a replacement of APB Opinion No. 20 and FAS No. 3. The Statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. FAS No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impractical. APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. FAS No.154 improves the financial reporting because its requirements enhance the consistency of financial reporting between periods. The provisions of FAS No. 154 are effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

NOTE 2 - INVESTMENT SECURITIES

The amortized cost and estimated fair values of investment securities are as follows at December 31, 2005 and 2004:

 

     December 31, 2005
     Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   

Fair

Value

     (Expressed in thousands)

Securities held-to-maturity:

          

Obligations of states and political subdivisions

   $ 1,776    $ 35    $ —       $ 1,811
                            

Total held-to-maturity

     1,776      35      —         1,811
                            
Securities available-for-sale:           

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

     41,351      21      (782 )     40,590

Obligations of states and political subdivisions

     20,280      57      (349 )     19,988

Mortgage-backed securities

     45,912      56      (714 )     45,254

Equity securities

     324      85      (19 )     390
                            

Total available-for-sale

     107,867      219      (1,864 )     106,222
                            

Total

   $ 109,643    $ 254    $ (1,864 )   $ 108,033
                            
     December 31, 2004
     Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   

Fair

Value

     (Expressed in thousands)

Securities held-to-maturity:

          

Obligations of states and political subdivisions

   $ 2,825    $ 102    $ —       $ 2,927
                            

Total held-to-maturity

     2,825      102      —         2,927
                            
Securities available-for-sale:           

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

     43,744      113      (267 )     43,590

Obligations of states and political subdivisions

     17,148      215      (100 )     17,263

Corporate debt securities

     2,802      46      —         2,848

Mortgage-backed securities

     39,348      228      (186 )     39,390

Equity securities

     584      98      (37 )     645
                            

Total available-for-sale

     103,626      700      (590 )     103,736
                            

Total

   $ 106,451    $ 802    $ (590 )   $ 106,663
                            

 

9


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 2 - INVESTMENT SECURITIES (CONTINUED)

The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time, that the individual securities have been in a continuous unrealized loss position, at December 31, 2005 and 2004:

 

     2005  
     Less than Twelve Months     Twelve Months or Greater     Total  
     Fair
Value
   Gross
Unrealized
Losses
    Fair
Value
   Gross
Unrealized
Losses
    Fair
Value
   Gross
Unrealized
Losses
 
     (Expressed in thousands)  

U.S. Treasury securities and U.S. Government corporations and agencies

   $ 16,217    $ (287 )   $ 19,426    $ (491 )   $ 35,643    $ (778 )

Obligations of states and political subdivisions

     10,582      (173 )     5,317      (176 )     15,899      (349 )

Mortgage-backed securities

     20,949      (305 )     13,999      (413 )     34,948      (718 )
                                             

Total debt securities

     47,748      (765 )     38,742      (1,080 )     86,490      (1,845 )

Equity securities

     89      (1 )     77      (18 )     166      (19 )
                                             

Total

   $ 47,837    $ (766 )   $ 38,819    $ (1,098 )   $ 86,656    $ (1,864 )
                                             
     2004  
     Less than Twelve Months     Twelve Months or Greater     Total  
     Fair
Value
   Gross
Unrealized
Losses
    Fair
Value
   Gross
Unrealized
Losses
    Fair
Value
   Gross
Unrealized
Losses
 
     (Expressed in thousands)  

U.S. Treasury securities and U.S. Government corporations and agencies

   $ 29,549    $ (263 )   $ —      $ —       $ 29,549    $ (263 )

Obligations of states and political subdivisions

     6,313      (83 )     472      (17 )     6,785      (100 )

Mortgage-backed securities

     18,443      (133 )     2,765      (57 )     21,208      (190 )
                                             

Total debt securities

     54,305      (479 )     3,237      (74 )     57,542      (553 )

Equity securities

     94      (20 )     109      (17 )     203      (37 )
                                             

Total

   $ 54,399    $ (499 )   $ 3,346    $ (91 )   $ 57,745    $ (590 )
                                             

The Company’s investment securities portfolio contains unrealized losses of direct obligations of the U.S. Treasury and U.S. Government agency securities, including mortgage-related instruments issued or backed by the full faith and credit of the United States government or are generally viewed as having the implied guarantee of the U.S. government, and debt obligations of a U.S. state or political subdivision.

On a monthly basis, the Company evaluates the severity and duration of impairment for its investment securities portfolio unless the company has the ability to hold the security to maturity without incurring a loss. Generally, impairment is considered other than temporary when an investment security has sustained a decline in market value of ten percent or more for a period of six months.

The Company has concluded that any impairment of its investment securities portfolio is not other than temporary but is the result of interest rate changes, sector rating changes, or company-specific rating changes that are not expected to result in the noncollection of principal and interest, during the period. There are 81 positions that are temporarily impaired at December 31, 2005.

The amortized cost and estimated market value of investment securities at December 31, 2005, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

10


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 2 - INVESTMENT SECURITIES (CONTINUED)

 

     Securities
Held-to-Maturity
   Securities
Available-for-Sale
     Amortized
Cost
   Fair
Value
   Amortized
Cost
  

Fair

Value

     (Expressed in thousands)

Due in one year or less

   $ 645    $ 648    $ 10,093    $ 9,994

Due after one year through five years

     1,034      1,058      36,699      35,998

Due after five years through ten years

     97      105      7,893      7,759

Due after ten years

     —        —        6,947      6,827
                           
     1,776      1,811      61,632      60,578

Mortgage-backed securities

     —        —        45,911      45,254

Equity securities

     —        —        324      390
                           

Total

   $ 1,776    $ 1,811    $ 107,867    $ 106,222
                           

Proceeds from sales of securities available-for-sale during the years ended December 31, 2005, 2004, and 2003, were $3,142,149, $8,408,557, and $9,792,306, respectively. Gross gains of $144,771 and gross losses of $26,338 in 2005; gross gains of $14,277 and gross losses of $9,512 in 2004; and gross gains of $253,288 and gross losses of $39,570 in 2003, were realized on those sales. Assets carried at $44,021,000 and $37,778,000 at December 31, 2005 and 2004, respectively, were pledged to secure United States Government and other public funds and for other purposes as required or permitted by law.

NOTE 3 - LOANS AND LEASES

Loans outstanding at December 31, 2005 and 2004, are as follows:

 

     (Expressed in Thousands)
     2005    2004

Real estate - construction

   $ 759    $ 1,841

Real estate - farmland

     405      263

Real estate - residential

     44,042      49,754

Real estate-secured by non-farm, non-residential

     46,587      51,699

Commercial and industrial loans

     13,721      18,092

Installment and other loans to individuals

     16,648      18,324

Non-rated industrial development obligations

     13,213      14,538

Other loans

     43      40
             

Total

   $ 135,418    $ 154,551

Less unearned interest and deferred fees

     204      220
             

Net loans

   $ 135,214    $ 154,331
             

Non-accrual loans amounted to $1,366,960 and $1,440,929 at December 31, 2005 and 2004, respectively. The amount of interest income that would have been recognized had the loans performed in accordance with their original terms was $117,900 and $105,700 for 2005 and 2004, respectively.

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is summarized as follows:

 

     December 31,
     2005    2004    2003

Balance at beginning of year

   $ 2,356,101    $ 2,304,868    $ 2,026,905

Additions charged to operating expense

     180,000      300,000      435,000

Recoveries

     49,696      53,515      9,099
                    

Total

     2,585,797      2,658,383      2,471,004

Less loans charged-off

     265,926      302,282      166,136
                    

Balance at end of year

   $ 2,319,871    $ 2,356,101    $ 2,304,868
                    

 

11


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 4 - ALLOWANCE FOR LOAN LOSSES (CONTINUED)

The following is a summary of information pertaining to impaired and non-accrual loans:

 

    

(Expressed in Thousands)

December 31,

  
     2005    2004    2003

Impaired loans without a valuation allowance

   $ 381    $ 343    $ 502

Impaired loans with a valuation allowance

     986      1,098      1,597
                    

Total impaired loans

   $ 1,367    $ 1,441    $ 2,099
                    

Valuation allowance related to impaired loans

   $ 80    $ 269    $ 507
                    
     (Expressed in Thousands)
December 31,
  
     2005    2004    2003

Total non-accrual loans

   $ 1,367    $ 1,441    $ 2,099

Total loans past-due 90 days or more and still accruing

   $ 90    $ 17    $ 58
     (Expressed in Thousands)
December 31,
     2005    2004    2003

Average investment in impaired loans

   $ 1,840    $ 1,678    $ 2,406
                    

Interest income recognized on impaired loans

     —        —        —  
                    

Interest income recognized on a cash basis on impaired loans

     —        —        —  
                    

No additional funds are committed to be advanced in connection with impaired loans.

NOTE 5 - PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated depreciation, as follows:

 

     December 31,   

Original
Useful Life

Years

     2005    2004   

Land

   $ 1,935,514    $ 1,496,503   

Land improvements

     296,527      296,527    20

Leasehold improvements

     404,598      404,598    25

Buildings

     3,766,478      3,760,650    20-50

Furniture, fixtures & equipment

     3,322,215      3,106,187    3 - 8
                

Total

     9,725,332      9,064,465   

Less accumulated depreciation

     5,558,403      5,208,595   
                

Premises and equipment, net

   $ 4,166,929    $ 3,855,870   
                

Charges to operations for depreciation approximated $364,600, $352,380, and $347,304 for 2005, 2004, and 2003, respectively.

 

12


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 6 - DEPOSITS

The composition of the Bank’s deposits at December 31 follows:

 

    

(Expressed in Thousands)

2005

     Demand    Savings    Time
     Noninterest
Bearing
   Interest
Bearing
     

Individuals, partnerships and corporations (includes certified and official checks)

   $ 25,339    $ 32,087    $ 68,597    $ 82,856

United States Government

     29      —        —        —  

States and political subdivisions

     553      4,804      1,692      2,586

Commercial banks and other depository institutions

     124      —        —        150
                           

Total

   $ 26,045    $ 36,891    $ 70,289    $ 85,592
                           
    

(Expressed in Thousands)

2004

     Demand    Savings    Time
     Noninterest
Bearing
   Interest
Bearing
     

Individuals, partnerships and corporations (includes certified and official checks)

   $ 25,545    $ 33,677    $ 84,696    $ 82,654

United States Government

     26      —        —        —  

States and political subdivisions

     573      3,817      2,204      2,684

Commercial banks and other depository institutions

     145      —        —        150
                           

Total

   $ 26,289    $ 37,494    $ 86,900    $ 85,488
                           

Time deposits include certificates of deposit issued in denominations of $100,000 or more which amounted to $22,355,000 and $20,126,000 at December 31, 2005 and 2004, respectively. Interest expense on certificates of deposit of $100,000 or more was $671,000, $675,000 and $889,000 at December 31, 2005, 2004, and 2003, respectively.

A maturity distribution of time certificates of deposit at December 31, 2005, follows:

 

     Amount

Due in 2006

   $ 46,900,000

Due in 2007

     17,288,000

Due in 2008

     7,036,000

Due in 2009

     7,421,000

Due in 2010

     6,744,000

Due in 2011 and thereafter

     203,000
      

Total

   $ 85,592,000
      

NOTE 7 - INCOME TAX

The provisions for income taxes at December 31 consist of:

 

     2005    2004     2003  

Currently payable:

       

Federal

   $ 422,522    $ 752,530     $ 794,312  

State

     116,913      191,962       168,432  

Deferred:

       

Federal

     1,837      (113,970 )     (166,936 )

State

     497      (19,508 )     (28,848 )
                       

Income tax expense

   $ 541,769    $ 811,014     $ 766,960  
                       

 

13


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 7 - INCOME TAX (CONTINUED)

The following temporary differences gave rise to the deferred tax asset at December 31:

 

     2005     2004  

Allowance for loan losses

   $ 825,112     $ 810,475  

Deferred loan fees

     69,426       74,645  

Accrued interest on nonperforming loans

     156,350       116,444  

Deferred compensation

     113,382       212,550  

Deferred directors’ fees

     9,588       9,588  

Depreciation

     38,287       14,572  

Amortization

     77,785       60,016  

Deferred state income tax

     (70,946 )     (71,406 )
                

Total deferred tax asset - federal

     1,218,984       1,226,884  

Total deferred tax asset - state

     208,665       210,017  
                
     1,427,649       1,436,901  

Deferred tax assets (liabilities) arising from market adjustments of securities available for sale:

    

Federal

     528,622       (35,497 )

State

     90,489       (6,077 )
                

Net deferred tax assets

   $ 2,046,760     $ 1,395,327  
                

A reconciliation between the amount of reported income tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes for the year ended December 31 is as follows:

 

     2005     2004     2003  
     Amount     Percent     Amount     Percent     Amount     Percent  

Computed tax at statutory federal rate

   $ 953,372     34.0 %   $ 1,172,435     34.0 %   $ 1,116,968     34.0 %

Plus state income taxes net of federal tax benefits

     77,491     2.8 %     98,892     2.9 %     93,672     2.8 %
                                          
     1,030,863     36.8 %     1,271,327     36.9 %     1,210,640     36.8 %

Increase (decrease) in taxes resulting from:

            

Tax exempt income

     (437,632 )   (15.6 )%     (443,697 )   (12.9 )%     (434,683 )   (13.2 )%

Nontaxable goodwill

     (37,267 )   (1.3 )%     (37,267 )   (1.1 )%     (37,267 )   (1.1 )%

Nondeductible interest expense

     32,396     1.1 %     32,256     0.9 %     34,734     1.0 %

Bank-owned life insurance

     (38,506 )   (1.4 )%     (27,446 )   (0.8 )%     —       —    

Other - net

     (8,085 )   (0.3 )%     15,841     0.5 %     (6,464 )   (0.2 )%
                                          

Actual tax expense

   $ 541,769     19.3 %   $ 811,014     23.5 %   $ 766,960     23.3 %
                                          

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company has a non-contributory profit sharing plan for employees meeting certain service requirements. The Company makes annual contributions to the profit sharing plan based on income of the Company as defined. Total expenses for the plan were $98,070, $172,000, and $162,000 for the years ended December 31, 2005, 2004, and 2003, respectively.

The Company also offers a 401(k) plan in which it matches a portion of the employee’s contribution up to 4 percent of their salary. The expense related to the 401(k) plan was $23,726, $24,209, and $22,934 in 2005, 2004, and 2003, respectively.

NOTE 9 - FEDERAL FUNDS PURCHASED AND REPURCHASE AGREEMENTS

Federal funds purchased and repurchase agreements represent borrowings of a short duration, usually less than 30 days. For repurchase agreements, the securities underlying the agreements remained under the Bank’s control. Information related to repurchase agreements is summarized below:

 

     2005     2004  

Balance at end of year

   $ 19,084,324     $ 15,759,200  

Average balance during the year

     13,890,199       16,895,596  

Maximum month-end balance

     19,084,324       21,915,762  

Weighted-average rate during the year

     2.24 %     1.69 %

Rate at December 31

     2.80 %     1.79 %

The subsidiary bank had no significant activity in federal funds purchased during 2005 and 2004.

 

14


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 10 - FEDERAL HOME LOAN BANK BORROWINGS

The subsidiary Bank is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). The FHLB borrowings are secured by a blanket lien by the FHLB on certain residential real estate loans or securities with a market value at least equal to the outstanding balances. The remaining maximum borrowing capacity with the FHLB at December 31, 2005 was approximately $91.1 million subject to the purchase of additional FHLB stock. The subsidiary bank had FHLB borrowings of $2,384,893 and $ 2,425,111 at December 31, 2005 and 2004, respectively, with an interest rate of 4.76%. The subsidiary bank also has a one year line of credit agreement with the Federal Home Loan Bank (“FHLB”). The maximum credit available under this agreement is $7 million and expires December 2006.

Contractual maturities of FHLB borrowings as of December 31, 2005 were as follows:

 

December 31, 2006

   $ 42,175

December 31, 2007

     44,226

December 31, 2008

     46,378

December 31, 2009

     48,634

December 31, 2010

     50,999

Thereafter

     2,152,481
      
   $ 2,384,893
      

NOTE 11 - OTHER BORROWINGS

The Company obtained a non-revolving line of credit in the amount of $3 million from a financial institution during the second quarter of 2005. The line of credit is secured by 126,200 shares of Progressive Bank, N.A. stock. The note bears an interest rate of prime and is adjustable quarterly. The note matures in May 2015. The Company’s initial borrowing under the loan amounted to $2 million. At December 31, 2005 outstanding borrowings amounted to $1,000,000 with an interest rate of 7.25%.

The subsidiary bank of the Company has a one year line of credit agreement with the Federal Home Loan Bank (“FHLB”). The maximum credit available under this agreement is $7 million and expires December 2006. There were no borrowings outstanding under this agreement at December 31, 2005 and 2004, respectively.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The subsidiary Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

The following represents financial instruments whose contract amounts represent credit risk:

 

     2005    2004

Commitments to extend credit

   $ 14,202,000    $ 19,979,000

Standby letters of credit

     539,000      602,000

As of December 31, 2005, approximately $3,534,000 are fixed interest rate commitments and $11,207,000 are variable interest rate commitments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The standby letters of credit in the amount of $369,000 expire in 2006, $100,000 in 2009, $35,000 in 2012 and $35,000 in 2015. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

The Company and its subsidiary are parties to various legal and administrative proceedings and claims. Although any litigation contains an element of uncertainty, management believes that the outcome of these events will not have a material effect on the financial position of the Company.

 

15


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 13 - CONCENTRATIONS OF CREDIT RISK

Most of the affiliate Bank’s loans and commitments have been granted to customers in the Bank’s primary market area of Northern and Central West Virginia, Eastern Ohio, and Southwestern Pennsylvania. In the normal course of business, however, the Bank has purchased participations and originated loans outside of its primary market area. The aggregate loan balances outstanding in any one geographic area, other than the Bank’s primary lending areas, do not exceed 10 percent of total loans. Concentrations of credit are measured by categorizing loans by the North American Industry Classification codes. Loans equal to or exceeding 25% of Tier I Capital are considered concentrations of credit. At December 31, 2005 concentrations of credit were as follows:

 

     Amount    Percent of Tier 1 Capital  

Lessors of Residential Buildings and Dwellings

   $ 13,928,392    60.2 %

Lessors of Nonresidential Buildings

     11,998,112    51.9 %

NOTE 14 - RELATED PARTY TRANSACTIONS

Directors and officers of the Company and its subsidiary, and their associates, were customers of, and had other transactions with the subsidiary bank in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than the normal risk of collectibility. Such loans totaled $3,394,123 at December 31, 2005, and $4,978,829 at December 31, 2004.

The following is an analysis of loan activity to directors, executive officers, and associates of the Company and its subsidiary:

 

     December 31,  
     2005     2004  

Balance, January 1

   $ 4,978,829     $ 4,665,813  

New loans during the period

     631,503       2,245,527  

Repayments during the period

     (2,216,209 )     (1,932,511 )
                

Ending balance

   $ 3,394,123     $ 4,978,829  
                

The Company’s subsidiary bank entered into a lease agreement to rent property for use as banking premises from a company owned by one of the Company’s directors. The lease has an initial term of 5 years, at an annual rental fee of $57,600, with options to renew for eight 5-year terms.

NOTE 15 - LEASES

The Company’s Bank affiliates leased certain land used for banking purposes under long-term leases, expiring at various dates. These leases contain renewal options and generally provide that the Company will pay for insurance, taxes, and maintenance.

As of December 31, 2005, the future minimum rental payments required under noncancelable operating leases with initial terms in excess of one year are as follows:

 

December 31, 2006

   $  197,122

December 31, 2007

     90,282

December 31, 2008

     85,482

December 31, 2009

     85,482

December 31, 2010

     43,302

Thereafter

     129,906

Rental expense under operating leases approximated $214,092 in 2005; $165,000 in 2004; and $164,000 in 2003.

NOTE 16 - OTHER OPERATING EXPENSES

Other operating expenses at December 31 included the following:

 

     2005    2004    2003

Directors’ fees

   $ 178,575    $ 126,175    $ 114,575

Stationery and supplies

     170,350      141,031      155,236

Regulatory assessment and deposit insurance

     187,384      117,354      121,999

Advertising

     133,403      189,855      172,598

Postage and transportation

     220,214      207,795      208,344

Other taxes

     168,975      165,153      177,216

Service expense

     427,751      376,041      320,556

Other

     1,062,798      808,694      746,425
                    

Total

   $ 2,549,450    $ 2,132,098    $ 2,016,949
                    

 

16


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 17 - RESTRICTION ON CASH

The subsidiary bank is required to maintain an average reserve balance with the Federal Reserve Bank or in cash on hand. The average required reserve balances for the years ended December 31, 2005 and 2004, were $2,618,000 and $2,821,000, respectively.

NOTE 18 - LIMITATIONS ON DIVIDENDS

Under the terms of the Formal Agreement as discussed in Note 19, the subsidiary bank cannot declare a dividend in 2006 without approval of the Comptroller of the Currency. The subsidiary bank is the primary source of funds to pay dividends to the stockholders of First West Virginia Bancorp, Inc. As discussed later, the Company and the subsidiary bank are prohibited from paying dividends without regulatory approval.

NOTE 19 - REGULATORY MATTERS

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

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

 

     Actual     For Capital
Adequacy Purposes
 

(Amounts Expressed in Thousands)

 

   Amount    Ratio     Amount    Ratio  

As of December 31, 2005

          

Holding Company Total Capital (to Risk Weighted Assets)

   $ 25,073    16.08 %   $ 12,476    8.0 %

Holding Company Tier I Capital (to Risk Weighted Assets)

     23,124    14.83 %     6,238    4.0 %

Holding Company Tier I Capital (to Adjusted Total Assets)

     23,124    8.83 %     10,480    4.0 %

Subsidiary Bank Total Capital (to Risk Weighted Assets)

   $ 25,701    16.53 %   $ 12,442    8.0 %

Subsidiary Bank Tier I Capital (to Risk Weighted Assets)

     23,752    15.27 %     6,221    4.0 %

Subsidiary Bank Tier I Capital (to Adjusted Total Assets)

     23,752    9.09 %     10,449    4.0 %

As of December 31, 2004

          

Holding Company Total Capital (to Risk Weighted Assets)

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

Holding Company Tier I Capital (to Risk Weighted Assets)

     20,561    11.72 %     7,016    4.0 %

Holding Company Tier I Capital (to Adjusted Total Assets)

     20,561    7.24 %     11,366    4.0 %

Subsidiary Bank Total Capital (to Risk Weighted Assets)

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

Subsidiary Bank Tier I Capital (to Risk Weighted Assets)

     20,233    11.59 %     6,983    4.0 %

Subsidiary Bank Tier I Capital (to Adjusted Total Assets)

     20,233    7.14 %     11,332    4.0 %

The “Formal Agreement” discussed below requires Tier 1 capital at least equal to thirteen percent (13%) of risk-weighted assets and Tier 1 capital at least equal to seven and one half percent (7.5%) of adjusted total assets by March 31, 2005.

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

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

 

17


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 20 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The reported fair values of financial instruments are based on a variety of factors. Where possible, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of risk. Intangible values assigned to customer relationships are not reflected in the reported fair values. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of year end or that will be realized in the future.

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments:

Cash and Cash Equivalents: The carrying amount for cash and cash equivalents is a reasonable estimate of fair value.

Investment Securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Loans: Fair values for net loans are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, real estate, and consumer. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories. The fair value is calculated by discounting scheduled cash flows through the estimated maturity using estimated discount rates which reflect credit and interest rate risks inherent to the loan.

Accrued interest receivable: The carrying amount of accrued interest receivable approximates its fair value.

Deposits: The carrying amount for noninterest bearing and interest bearing demand deposits and savings deposits is considered to be a reasonable estimate of fair value. Fair values for time deposits are estimated using discounted cash flow analysis. Discount rates reflect rates currently offered for deposits of similar remaining maturities.

Federal Funds Purchased and Repurchase Agreements: The carrying amount for federal funds purchased and repurchase agreements are considered to be a reasonable estimate of fair value.

Federal Home Loan Bank and other long term borrowings: The fair value of FHLB and other long term borrowings is based on the interest rates currently charged for borrowings with similar terms and maturities.

Accrued Interest Payable: The carrying amount of accrued interest payable approximates it fair value.

Off-Balance-Sheet Instruments: The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The amount of fees currently charged on commitments is determined to be insignificant and, therefore, the carrying value and fair value of off-balance-sheet instruments are not shown.

The estimates of fair values of financial instruments are summarized as follows at December 31:

 

     (Expressed in Thousands)
     2005    2004
     Carrying
Amount
  

Fair

Value

   Carrying
Amount
  

Fair

Value

Financial assets:

           

Cash and cash equivalents

   $ 11,749    $ 11,749    $ 8,120    $ 8,120

Investment securities

     107,998      108,033      106,561      106,664

Loans

     132,894      130,642      151,975      150,896

Accrued interest receivable

     1,255      1,255      1,259      1,259

Financial liabilities:

           

Deposits

     218,817      216,859      236,171      235,564

Federal funds purchased and repurchase agreements

     19,084      19,080      15,759      15,759

FHLB and other long term borrowings

     3,385      3,385      2,425      2,424

Accrued interest payable

     404      404      355      355

 

18


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 21 - CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS

Presented below are the condensed statements of financial condition, statements of income, and statements of cash flows for First West Virginia Bancorp, Inc.

BALANCE SHEETS

 

     December 31,
     2005     2004
ASSETS     

Cash

   $ 116,792     $ 79,876

Investment in common stock - Available-for-sale (at market value)

     399,308       654,030

Investment in subsidiary Banks

     24,520,762       23,372,256

Other assets

     106,242       475,319
              

Total assets

   $ 25,143,104     $ 24,581,481
              
LIABILITIES     

Accrued expenses

   $ (149,001 )   $ 34,390

Deferred compensation

     333,476       594,055

Other borrowings

     1,000,000       —  
              

Total liabilities

     1,184,475       628,445
STOCKHOLDERS’ EQUITY      23,958,629       23,953,036
              

Total liabilities and stockholders’ equity

   $ 25,143,104     $ 24,581,481
              

STATEMENTS OF INCOME

 

     Year Ended December 31,  
     2005    2004     2003  
INCOME        

Dividends from subsidiary Banks

   $ 2,090,512    $ 1,186,280     $ 1,534,344  

Gain (loss) on sale of investments

     47,469      (1,708 )     (10,939 )

Other income

     117,241      180,100       137,551  
                       

Total income

     2,255,222      1,364,672       1,660,956  
                       
EXPENSES        

Salary and employee benefits

     69,192      48,994       44,868  

Interest expense

     69,778      —         —    

Other expenses

     153,447      142,334       146,923  
                       

Total expenses

     292,417      191,328       191,791  
                       

Income before income taxes and equity in undistributed income of subsidiary

     1,962,805      1,173,344       1,469,165  
INCOME TAX BENEFIT      52,930      974       32,391  
EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARY      246,530      1,463,007       1,016,685  
                       

Net income

   $ 2,262,265    $ 2,637,325     $ 2,518,241  
                       

 

19


First West Virginia Bancorp, Inc. and Subsidiary

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2005, 2004, AND 2003

NOTE 21 - CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CASH FLOWS

 

     Year Ended December 31,  
     2005     2004     2003  
OPERATING ACTIVITIES       

Net income

   $ 2,262,265     $ 2,637,325     $ 2,518,241  

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

      

Change in deferred tax benefit

     109,755       (3,845 )     (5,918 )

Undistributed earnings of affiliate

     (246,530 )     (1,463,007 )     (1,016,685 )

Changes in operating assets and liabilities:

      

Other assets

     257,529       (41,936 )     (167,128 )

Deferred compensation

     (260,578 )     (20,388 )     28,003  

Other liabilities

     (183,391 )     51,552       (15,066 )

Gain (loss) on sale of securities

     (47,469 )     1,708       10,939  
                        

Net cash provided by operating activities

     1,891,581       1,161,409       1,352,386  
                        
INVESTING ACTIVITIES       

Payments for investments in subsidiary

     (2,000,000 )     —         —    

Proceeds from sale of securities

     406,440       73,046       91,050  

Purchase of investment securities

     (99,489 )     (106,879 )     (129,183 )
                        

Net cash used in investing activities

     (1,693,049 )     (33,833 )     (38,133 )
                        
FINANCING ACTIVITIES       

Purchase of treasury stock

     —         —         (228,100 )

Proceeds from borrowings

     2,000,000       —         —    

Repayment of borrowings

     (1,000,000 )     —         —    

Dividends paid

     (1,161,616 )     (1,161,616 )     (1,123,063 )
                        

Net cash used in financing activities

     (161,616 )     (1,161,616 )     (1,351,163 )
                        
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      36,916       (34,040 )     (36,910 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR      79,876       113,916       150,826  
                        
CASH AND CASH EQUIVALENTS AT END OF YEAR    $ 116,792     $ 79,876     $ 113,916  
                        

Supplemental disclosures:

      

Cash paid for interest

   $ —       $ —       $ —    

Cash paid for income taxes

     —         500       —    

 

20


Management’s Responsibility For Financial Statements

The Company’s consolidated financial statements and the related information appearing in this Annual Report were prepared by management in accordance with generally accepted accounting principles and where appropriate reflect management’s best estimates and judgment. The financial statements and the information related to those statements contained in the Annual Report are the responsibility of management.

The accounting systems of the Company include internal accounting controls which safeguard the Company’s assets from material loss or misuse and ensure that transactions are properly authorized and recorded in its financial records, and designed to provide reasonable assurance as to the integrity and reliability of the financial records. There are inherent limitations in all systems of internal control based on the recognition that the cost of such systems should not exceed the benefits to be derived. The accounting system and related controls are reviewed by a program of internal audits performed by the internal auditor and independent auditors.

Our independent auditors are responsible for auditing the Company’s financial statements in accordance with generally accepted auditing standards and to provide an objective, independent review of the fairness of reported operating results and financial position of the Company.

The Company’s internal auditor and independent auditors have direct access to the Audit committee of the Board of Directors. This committee meets periodically with the internal auditor, the independent auditors, and management to ensure the financial accounting and audit process is properly conducted.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

First West Virginia Bancorp, Inc.

Wheeling, West Virginia

We have audited the accompanying consolidated balance sheets of First West Virginia Bancorp, Inc. and subsidiary as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of First West Virginia Bancorp, Inc. and subsidiary as of December 31, 2005 and 2004, and the results of its operations, and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

S. R. Snodgrass, A.C.

Wheeling, West Virginia

February 18, 2006

S.R. Snodgrass, A.C.

980 National Road Wheeling, WV 26003-6400    Phone: 304-233-5030    Facsimile: 304-233-3062

 

21


Table One

SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data)

 

     December 31,  
     2005     2004     2003     2002     2001  

SUMMARY OF OPERATIONS

          

Total interest income

   $ 13,128     $ 13,406     $ 13,319     $ 14,309     $ 14,772  

Total interest expense

     4,070       4,195       4,603       5,101       6,422  

Net interest income

     9,058       9,211       8,716       9,208       8,350  

Provision for loan losses

     180       300       435       540       573  

Total other income

     1,378       1,284       1,346       1,033       942  

Total other expenses

     7,451       6,747       6,342       6,062       5,324  

Income before income taxes

     2,804       3,448       3,285       3,639       3,395  

Net income

     2,262       2,637       2,518       2,674       2,412  

PER SHARE DATA

          

Net income

   $ 1.48     $ 1.73     $ 1.64     $ 1.74     $ 1.57  

Cash dividends declared

     0.76       0.76       0.73       0.69       0.68  

Book value per share

     15.68       15.67       15.07       14.60       13.16  

AVERAGE BALANCE SHEET SUMMARY

          

Total loans, net

   $ 144,528     $ 151,562     $ 137,826     $ 131,383     $ 118,224  

Investment securities

     102,882       110,528       117,758       93,962       73,639  

Deposits - interest bearing

     200,902       215,937       217,064       200,170       168,820  

Stockholders’ equity

     24,409       23,092       21,884       20,302       18,902  

Total assets

     270,500       284,930       277,952       252,543       217,006  

BALANCE SHEET

          

Investments

   $ 107,998     $ 106,561     $ 119,245     $ 108,065     $ 82,202  

Loans

     135,214       154,331       146,711       136,772       120,944  

Other assets

     23,001       18,910       18,155       19,517       28,884  
                                        

Total Assets

   $ 266,213     $ 279,802     $ 284,111     $ 264,354     $ 232,030  
                                        

Deposits

   $ 218,817     $ 236,171     $ 241,947     $ 231,376     $ 203,772  

Federal funds purchased and repurchase agreements

     19,084       15,759       15,089       9,038       6,538  

FHLB borrowings

     2,385       2,425       2,464       —         —    

Other long-term borrowings

     1,000       —         —         —         —    

Other liabilities

     968       1,494       1,580       1,480       1,471  

Stockholders’ equity

     23,959       23,953       23,031       22,460       20,249  
                                        

Total Liabilities and Stockholders’ equity

   $ 266,213     $ 279,802     $ 284,111     $ 264,354     $ 232,030  
                                        

SELECTED RATIOS

          

Return on average assets

     0.84 %     0.93 %     0.91 %     1.06 %     1.11 %

Return on average equity

     9.27 %     11.42 %     11.51 %     13.17 %     12.76 %

Average equity to average assets

     9.02 %     8.10 %     7.87 %     8.04 %     8.71 %

Dividend payout ratio

     51.35 %     43.93 %     44.51 %     39.66 %     43.31 %

Loan to Deposit ratio

     61.79 %     65.35 %     60.64 %     59.11 %     59.35 %

 

22


First West Virginia Bancorp, Inc.

Management's Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations

Forward-Looking Information: Certain information contained in this report, which are not historical facts, may be forward-looking statements that involve risks and uncertainties. These statements are subject to important factors that could cause action results to differ materially from those contemplated by such statements, including without limitation, the effect of changing economic conditions, changes in interest rates, changes in lending activities, changes in state and federal regulations, and other external factors which may materially impact the Company’s operational and financial performance.

Critical Accounting Policies: The Company’s accounting policies are integral to understanding the results reported. The accounting policies are described in detail in Note 1 of the Consolidated Financial Statements. Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. Detailed policies and control procedures have been established and are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments.

Other Than Temporary Impairment of Equity Securities: Equity securities are evaluated periodically to determine whether a decline in their value is other than temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other than temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

Allowance for Loan Losses: Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. The Company’s allowance for loan losses provides for probable losses based upon evaluations of known, and inherent risks in the loan portfolio. Management uses historical information to assess the adequacy of the allowance for loan losses as well as the prevailing business environment; as it is affected by changing economic conditions and various external factors, which may impact the portfolio in ways currently unforeseen. The allowance is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off. For a full discussion of the Company’s methodology of assessing the adequacy of the reserve for loan losses, refer to Note 1 of the Consolidated Financial Statements.

Goodwill and Other Intangible Assets: As discussed in Note 1 of the notes to the Consolidated Financial Statements, the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating cash flows for future periods. If the future cash flows were less than the recorded goodwill and other intangible assets balances, we would be required to take a charge against earnings to write down the assets to the lower value.

Deferred Tax Assets: The Company uses an estimate of future earnings to support its position that the benefit of the deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. The deferred tax assets are described further in Note 1 of the Consolidated Financial Statements.

OVERVIEW

Following is a discussion and analysis of the significant changes in the financial condition and results of operations of First West Virginia Bancorp, Inc., (the Company), and its subsidiary for the years ended December 31, 2005, 2004 and 2003. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the Notes, thereto.

The Company reported net income of $2,262,265 or $1.48 per share for the year ended December 31, 2005 as compared to $2,637,325 or $1.73 per share for the year ended December 31, 2004. The decline of $375,060 or 14.2% in earnings during 2005 over 2004 was primarily the result of the increase in noninterest expenses combined with the decline in net interest income and were offset in part by the decrease in the provision for loan losses and the increase in noninterest income. Noninterest expenses rose $704,618 or 10.4% in 2005 over 2004 and was primarily due to increased operating expenses, salary and employee benefit costs and occupancy expenses. Operating expenses increased $417,352 or 19.6% in 2005, and was primarily due to the subsidiary bank’s compliance with the Formal Agreement resulting in additional nonrecurring service expenses and directors fees; compliance with the Sarbanes-Oxley Act Section 404 resulting in increased internal audit fees and legal expenses; a loss on the sale of other real estate owned; increased regulatory assessments; and the outsourcing of an investment securities portfolio advisor. Salary and employee benefits increased $204,835 or 5.8% in 2005 over 2004 and was primarily due to the hiring of additional personnel to enhance lending development and operations, increased employee benefit costs and normal annual merit adjustments. Occupancy expenses increased $82,431 or 7.8% in 2005 over 2004 and was primarily due to increased building and maintenance costs and equipment repair and maintenance costs. In 2005, the Company’s subsidiary bank leased office space for its executives which contributed to the increased building maintenance costs. During 2005 as compared to 2004, net interest income decreased $153,774 or 1.7% and was primarily attributable to the reduction in the interest earned on loans and investment securities, and was offset in part by the decline in the interest paid on interest bearing liabilities. The provision for loan losses decreased $120,000 in 2005 over 2004 and was primarily the result of the improvement in the asset quality of the loan portfolio. Noninterest income increased $94,087 or 7.3% and was primarily attributable to the nonrecurring gains on sales of investment securities offset in part by a decline in service charges and other fee income. The return on average assets was .84% as of December 31, 2005 compared to .93% in 2004. The return on average equity was 9.27% at December 31, 2005 compared to 11.42% in 2004. The Board of Directors declared and paid cash dividends of $.76 per share during 2005.

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

 

23


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

Table Two - Average Balance Sheets and Interest Rate Analysis

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 years ended December 31, 2005, 2004, and 2003. Average balance sheet information as of December 31, 2005, 2004, and 2003 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Average yields on investment securities available for sale have been calculated based on amortized cost. Non - accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non - accrual status classification.

 

(dollars in thousands)

   December 31, 2005     December 31, 2004     December 31, 2003  
     Average
Volume
    Interest    Average
Rate
    Average
Volume
    Interest    Average
Rate
    Average
Volume
    Interest    Average
Rate
 

ASSETS:

                     

Investment securities:

                     

U.S. Treasury and U. S

    Government agencies

   $ 45,684     $ 1,492    3.27 %   $ 47,484     $ 1,457    3.07 %   $ 46,358     $ 1,407    3.04 %

Mortgage backed securities

     37,239       1,460    3.92 %     39,313       1,346    3.42 %     44,504       1,381    3.10 %

States and political subdivisions

     19,050       697    3.66 %     20,005       728    3.64 %     20,259       743    3.67 %

Other securities

     909       36    3.96 %     3,726       193    5.18 %     6,637       343    5.17 %
                                                               

Total Investment securities:

     102,882       3,685    3.58 %     110,528       3,724    3.37 %     117,758       3,874    3.29 %

Interest bearing deposits

     881       29    3.29 %     993       11    1.11 %     1,721       16    0.93 %

Federal funds sold

     5,646       178    3.15 %     6,041       77    1.27 %     6,913       72    1.04 %

Loans, net of unearned income

     144,528       9,208    6.37 %     151,562       9,572    6.32 %     137,826       9,329    6.77 %

Other earning assets

     1,257       28    2.23 %     930       22    2.37 %     890       28    3.15 %
                                                               

Total earning assets

     255,194       13,128    5.14 %     270,054       13,406    4.96 %     265,108       13,319    5.02 %

Cash and due from banks

     6,092            6,055            5,822       

Bank premises and equipment

     4,111            3,876            4,019       

Other assets

     7,566            7,221            5,110       

Allowance for loan losses

     (2,463 )          (2,276 )          (2,107 )     
                                       

Total Assets

   $ 270,500          $ 284,930          $ 277,952       
                                       

LIABILITIES

                     

Time deposits

   $ 83,666     $ 2,750    3.29 %   $ 87,972     $ 2,786    3.17 %   $ 94,156     $ 3,285    3.49 %

Savings deposits

     78,648       704    0.90 %     88,786       879    0.99 %     86,322       952    1.10 %

Interest bearing demand deposits

     38,588       120    0.31 %     39,179       127    0.32 %     36,586       142    0.39 %

Federal funds purchased and repurchase agreements

     13,894       312    2.25 %     16,906       286    1.69 %     12,671       199    1.57 %

FHLB and other long-term borrowings

     3,501       184    5.26 %     2,444       117    4.79 %     544       26    4.78 %
                                                               

Total interest bearing liabilities

     218,297       4,070    1.86 %     235,287       4,195    1.78 %     230,279       4,604    2.00 %

Demand deposits

     26,388            24,885            24,157       

Other liabilities

     1,406            1,666            1,632       
                                       

Total Liabilities

     246,091            261,838            256,068       

STOCKHOLDERS’ EQUITY

     24,409            23,092            21,884       
                                       

Total Liabilities and Stockholders’ Equity

   $ 270,500          $ 284,930          $ 277,952       
                                       

Net yield on earning assets

     $ 9,058    3.55 %     $ 9,211    3.41 %     $ 8,715    3.29 %
                                             

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 2005, 2004, and 2003, respectively. The effect of this adjustment is presented below.

 

   

Investment securities

   $ 102,882     $ 4,110    3.99 %   $ 110,528     $ 4,165    3.77 %   $ 117,758     $ 4,333    3.68 %

Loans

     144,528       9,641    6.67 %     151,562       10,000    6.60 %     137,826       9,720    7.05 %
                                                               

Total earning assets

   $ 255,194     $ 13,986    5.48 %   $ 270,054     $ 14,275    5.29 %   $ 265,108     $ 14,169    5.34 %
                                                               

Taxable equivalent net yield on earning assets

     $ 9,916    3.89 %     $ 10,080    3.73 %     $ 9,565    3.61 %
                                             

 

24


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

Table Three - Rate Volume Analysis of Changes in Interest Income and Expense

The effect on interest income and interest expense for the years ended December 31, 2005 and 2004 due to changes in average volume and rate from the prior year, is presented below. The effect of a change in average volume has been determined by applying the average rate to the change in volume. The change in rate has been determined by applying the average volume in the earlier year by the change in rate. The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of change in each.

 

(in thousands)

   2005 Compared to 2004     2004 Compared to 2003  
    

Increase (Decrease)

Due to Change in:

   

Increase (Decrease)

Due to Change in:

 
    

Average

Volume

   

Rate

   

Net

increase

(decrease)

   

Average

Volume

   

Rate

   

Net

increase

(decrease)

 
            
            

INTEREST INCOME FROM:

            

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

   $ (55 )   $ 90     $ 35     $ 34     $ 16     $ 50  
            

Mortgage backed securities

     (71 )     185       114       (161 )     126       (35 )

Obligations of states and political subdivisions

     (35 )     4       (31 )     (9 )     (6 )     (15 )

Other securities

     (146 )     (11 )     (157 )     (150 )     —         (150 )
                                                

Total investment securities

     (307 )     268       (39 )     (286 )     136       (150 )

Interest bearing deposits

     (1 )     19       18       (7 )     2       (5 )

Federal funds sold

     (5 )     106       101       (9 )     14       5  

Loans, net of unearned income

     (444 )     80       (364 )     930       (687 )     243  

Other earning assets

     7       (1 )     6       1       (7 )     (6 )
                                                

Total interest earned

     (750 )     472       (278 )     629       (542 )     87  
                                                

INTEREST EXPENSE ON:

            

Time deposits

     (136 )     100       (36 )     (216 )     (283 )     (499 )

Savings deposits

     (100 )     (75 )     (175 )     27       (100 )     (73 )

Interest bearing demand deposits

     (2 )     (5 )     (7 )     10       (25 )     (15 )

Federal funds purchased and repurchase agreements

     (51 )     77       26       67       20       87  

FHLB and other long-term borrowings

     50       17       67       91       —         91  
                                                

Total interest paid

     (239 )     114       (125 )     (21 )     (388 )     (409 )
                                                

Net interest differential

   $ (511 )   $ 358     $ (153 )   $ 650     $ (154 )   $ 496  
                                                

Presented below is the effect on volume and rate variances of the adjustment of interest income on obligations of states and political subdivisions to the fully taxable equivalent basis using a combined Federal and State corporate income tax rate of 40% for the years ended 2005, 2004, and 2003, respectively.

 

   

Investment securities

   $ (288 )   $ 233     $ (55 )   $ (266 )   $ 98     $ (168 )

Loans

     (464 )     105       (359 )     969       (689 )     280  
                                                

Total interest earned

   $ (751 )   $ 462     $ (289 )   $ 688     $ (582 )   $ 106  
                                                

Net interest differential

   $ (512 )   $ 348     $ (164 )   $ 709     $ (194 )   $ 515  
                                                

 

25


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

EARNINGS ANALYSIS

Net Interest Income

Net interest income, which is the difference between interest earned on loans and investments and interest paid on deposits and other liabilities, is the primary source of earnings for the Company. Changes in the volume and mix of earning assets and interest bearing liabilities combined with changes in market rates of interest greatly effect net interest income. Tables Two and Three analyze the changes in net interest income for the three years ended December 31, 2005, 2004, and 2003.

Net interest income decreased $153,774 or 1.7% in 2005 from 2004, and follows an increase in 2004 of $495,698 or 5.7% from 2003. The decline in net interest income in 2005 was primarily due to a decrease in the interest earned on loans and investment securities, offset in part by a decrease in the average volume of interest bearing liabilities. The increase in net interest income in 2004 was primarily due to the decline in the interest rates paid on deposits combined with the increase in the interest earned on loans and was partially offset by the decline in the interest earned on investment securities. The changes in the volume and mix of earning assets and interest bearing liabilities combined with the changes in the market rates of interest resulted in taxable equivalent net interest yields on average earning assets of 3.89% for 2005, as compared to 3.73% and 3.61% earned during 2004 and 2003, respectively.

Interest and fees on loans decreased $364,392 or 3.8% from 2004 to 2005, after increasing $243,735 or 2.6% from 2003 to 2004. Interest and fees on loans declined in 2005 as compared to 2004 primarily due to the decline in the average volume of loans which was partially offset by an increase in the yield earned on the loan portfolio. The increase in interest and fees on loans in 2004 was primarily the result of the growth in the average loan volume offset in part by a reduction in the interest rates earned on loans. The taxable equivalent yield on loans increased .07% in 2005, from 6.60% in 2004 to 6.67% in 2005, after falling .45% in 2004, from 7.05% in 2003 to 6.60% in 2004. The average loan volume decreased $7.0 million or 4.6% in 2005 as compared to 2004 after increasing $13.7 million or 10.0% in 2004 as compared to 2003.

Interest income on investment securities during 2005 decreased $39,567 or 1.1% over 2004, and follows a decrease of $150,150 or 3.9% over 2003. The decline in the average volume of investment securities offset in part by the increase in the interest rates earned contributed to the decrease in interest earned on investment securities during 2005 and 2004. The taxable equivalent yield on investment securities rose .22% in 2005, from 3.77% in 2004 to 3.99% in 2005, and .09% in 2004, from 3.68% in 2003 to 3.77% in 2004. The average volume of investment securities decreased $7.6 million or 6.9% in 2005 as compared to 2004, and follows a decrease of $7.2 million or 6.1% in 2004 as compared to 2003.

Interest expense in 2005 decreased $124,088 or 3.0% from 2004, compared to a decrease in 2004 of $408,393 or 8.9% from 2003. In 2005, the decline in the average volume of interest bearing liabilities which was offset in part by the rise in interest rates primarily contributed to the overall decline in interest expense. The decrease in the interest rates paid on interest bearing liabilities primarily contributed to the decline in interest expense in 2004. The average yield paid on interest bearing liabilities during 2005 increased .08%, from 1.78% in 2004 to 1.86% in 2005, and follows a decrease in 2004 of .22%, from 2.00% in 2003 to 1.78% in 2004. The decline in the average volume of deposits and repurchase agreements combined with the decline in the average yield paid on savings deposits offset in part by the increase in the average yield paid on time deposits, repurchase agreements and other borrowings primarily resulted in the reduced interest expense. In 2004, the decline in the average yields paid on time deposits and savings deposits offset in part by the increase in the average volume of repurchase agreements and FHLB borrowings primarily contributed to the reduction in interest expense. The average volume of interest bearing deposits decreased $15.0 million or 7.0% in 2005 compared to 2004, after decreasing $1.1 million or .5% in 2004 as compared to 2003. The decrease in the average volume of interest bearing deposits during 2005 was primarily the result of the decline in time and savings deposits. In 2004 the decrease in the average volume of interest bearing deposits was primarily due to the decline in time deposits.

Noninterest Income

Noninterest income is comprised of service charges, investment securities gains and losses, and other operating income. Noninterest income increased $94,087 or 7.3%, in 2005 as compared to an decrease of $62,496 or 4.6% in 2004. During 2005, noninterest income primarily increased due to the nonrecurring gains on sales of investment securities offset in part by a decline in service charges and other fee income. The decrease in noninterest income in 2004 was primarily due to the nonrecurring gains recognized in 2003 on the sale of investment securities.

Sales of investment securities by the subsidiary bank are generally limited to the needs established under the liquidity policies. During 2005, the Company and its subsidiary bank accounted for securities gains of $144,770 and securities losses of $26,337 which were attributable to sales of securities available for sale. In 2004, the Company and its subsidiary bank accounted for securities gains of $14,277 and securities losses of $9,512 which were attributable to sales of securities available for sale. During 2003, securities gains of $253,288 and securities losses of $39,570 which were sales of securities available for sale were recorded by the Company and its subsidiary bank.

Other operating income represents fees from safe deposit box rentals, sales of checkbooks, sales of cashiers’ checks and money orders, utility collections, ATM charges and card fees, home equity credit line fees, credit life commissions, credit card fees and commissions, income earned on bank owned life insurance and various other charges and fees related to normal customer banking relationships. In 2005, other operating income was $483,682, an increase of $4,424 or .9% over 2004, and follows an increase of $103,152, or 27.4%, over 2003. The increase in other operating income resulted primarily from the earnings related to the cash surrender value of the bank owned life insurance on its key officers and ATM fees, offset in part by the nonrecurring gains on sales of assets and a decrease in income related to the sales of checkbooks and other credit card fees. During 2004, earnings on bank owned life insurance policies amounted to $80,700 combined with gains on sales of assets primarily contributed to the increase in other operating income during 2004.

Service charges and other fees represent the major component of noninterest income. These charges are earned from assessments made on checking and savings accounts. Service charges decreased $24,005 in 2005, down 3.0%, from 2004, as compared to an increase of 5.7% from 2003 to 2004. The decrease in service charges primarily resulted from a decline in the service charge fees and overdraft fees assessed on deposit accounts as compared to the prior year. The increases in service charges in 2004 was primarily due to the increase in the number of charges assessed on deposit accounts.

 

26


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

Noninterest Expense

Noninterest expense increased $704,618 or 10.4% as compared to same period of the prior year. The increase in noninterest expense was primarily due to increases in other operating expenses, salary and employee benefits, and net occupancy expense.

The major components of other operating expenses include: stationery and supplies, directors’ fees, service expense, postage and transportation, other taxes, advertising, and regulatory assessments and deposit insurance. Other operating expense increased $417,352, or 19.6%, compared to the same period of the prior year and was attributable primarily to the subsidiary bank’s compliance with the Formal Agreement resulting in increased service expenses and directors fees; compliance with the Sarbanes-Oxley Act Section 404 which resulted in increased internal audit fees and legal expenses; a loss on the sale of other real estate owned which amounted to $59,032; increased regulatory assessments; and the outsourcing of investment securities portfolio management, offset in part by decreased advertising expense and other taxes. Other operating expenses increased $115,149 or 5.7% in 2004 over 2003. During 2004, the increase in other operating expenses was primarily due to the increase in directors’ fees, advertising, service expenses, and other expenses, offset by the decrease in regulatory assessments, stationery and supplies expense, and other taxes.

Salary and employee benefits represent the largest component of noninterest expense. Salary and employee benefits increased $204,835 or 5.8% in 2005 over 2004. During 2004, salary and employee benefits increased $207,199 or 6.2% as compared to the same period in 2003. The increased salary and employee benefit expense in 2005 compared to 2004 was primarily due to the hiring of additional personnel to enhance lending development and operations, increased employee benefit costs and normal annual merit adjustments. The increase in salary and employee benefits in 2004 was primarily due to the hiring of additional personnel at the subsidiary bank’s branch offices and normal annual merit adjustments.

Occupancy expenses increased $82,431 or 7.8% in 2005 over 2004, and follows a increase of $82,716 or 8.5% in 2004 over 2003. Increased building and maintenance costs and equipment repair and maintenance costs primarily contributed to the increase in occupancy expenses in 2005 as compared to 2004. In January 2005 the Company’s subsidiary bank leased office space for its executives in Wheeling, WV which contributed to the increased building and maintenance costs as compared to the prior year. The increase in occupancy expenses from 2003 to 2004 was primarily due to increased building maintenance costs, insurance and equipment repair and maintenance costs. The Company incurred additional maintenance costs with the operation of the internet web site and online banking program in 2004.

Income Taxes

Income tax expense for the period ended December 31, 2005 was $541,769, a decrease of $269,245 or 33.2% over 2004 as compared to the increase of $44,054 or 5.7% from 2003 to 2004. The decrease in pre-taxable income primarily contributed to the reduction in income tax expense in 2005. The increase in pre-taxable income offset in part by the increase in tax exempt income primarily contributed to the increase in income tax expense in 2004.

For federal income tax purposes, tax-exempt income is based on qualified state, county, and municipal bonds and loans. Tax-exempt income was $1,287,153 in 2005; $1,301,770 in 2004; and $1,275,770 in 2003. The state of West Virginia recognizes tax-exempt income based on the average of certain investments and loans held during the tax reporting period. Nontaxable items included are federal obligations and securities, obligations of West Virginia and West Virginia political subdivisions, investments of loans primarily secured by liens or security agreements on residential property and other real estate in the form of a mobile home, modular home or double-wide located in West Virginia. Nontaxable West Virginia income attributable to the foregoing items was approximately $1,271,000 in 2005; $1,602,000 in 2004; and $1,606,000 in 2003.

Components of the income tax expense for December 31, 2005 were $424,359 for federal taxes and $117,410 for West Virginia corporate net income taxes. Federal income tax rates and West Virginia corporate net income tax rates were consistent at 34% and 9%, respectively, for the years ended December 31, 2005, 2004 and 2003. Additional information regarding income taxes is contained in Note 7 to the Consolidated financial statements.

BALANCE SHEET ANALYSIS

Investments

Investment securities increased $1,437,381 or 1.4% from 2004, and followed a decrease in 2004 of $12,683,986 or 10.6% from 2003. The investment portfolio is managed to attempt to achieve an optimum mix of asset quality, liquidity and maximum yield on investment. The investment portfolio consists of U.S. Treasury securities, U.S. Government agency and corporation securities, obligations of states and political subdivisions, corporate debt securities, mortgage-backed securities and equity securities. Taxable securities comprised 79.6% of total securities at December 31, 2005, as compared to 82.3% at December 31, 2004. Other than the normal risks inherent in purchasing U.S. Treasury securities, U.S. Government agency and corporation securities, and obligations of states and political subdivisions, i.e., interest rate risk, management has no knowledge of other market or credit risk involved in these investments. The Company does not have any high risk hybrid/derivative instruments.

Investment securities that are classified available for sale are available for sale at any time based upon management’s assessment of changes in economic or financial market conditions. These securities are carried at fair value and the unrealized holding gains and losses, net of taxes, are reflected as a separate component of stockholders’ equity until realized. Available for sale securities, at fair value increased $2,485,665 or 2.4% from 2004, and represented 98% of the investment portfolio at December 31, 2005. The increase in the available for sale securities was primarily due to the purchase of mortgage-backed securities and obligations of states and political subdivisions, offset in part by the maturities and calls of the U.S. Treasury and other U.S. government agency and corporation securities, corporate debt securities and equity securities. Investment securities held to maturity are securities purchased with the intent and ability to hold until their maturity. Securities classified as held to maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts. The held to maturity securities decreased $1,048,284 or 37.1% from 2004 and represented 2% of the investment portfolio as of December 31, 2005. The decrease in the held to maturity securities was primarily the result of maturities and calls of tax exempt municipal securities. As the investment portfolio consists primarily of fixed rate debt securities, changes in the market rates of interest will affect the carrying value of securities available for sale, adjusted upward or downward under the requirements of FAS 115 and represent temporary adjustments in value. The carrying values of securities available for sale were decreased by $1,645,259 and increased by $110,482 at December 31, 2005 and 2004, respectively. The fair value of securities classified as held to maturity was above book value by $34,539 and by $102,751 at December 31, 2005 and 2004, respectively.

 

27


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

Investments - Continued

Table Four - Investment Portfolio

The maturity distribution using book value including accretion of discounts and amortization of premiums and approximate yield of investment securities at December 31, 2005 and December 31, 2004 are presented in the following table. Tax equivalent yield basis was used on tax exempt obligations. Approximate yield was calculated using a weighted average of yield to maturities.

 

(dollars in thousands)

   December 31, 2005     December 31, 2004  
    

Securities

Held to Maturity

    Securities
Available for Sale
   

Securities

Held to Maturity

    Securities
Available for Sale
 
     Amount    Yield     Amount    Yield     Amount    Yield     Amount    Yield  

U. S. Treasury and other U.S. Government Agencies

                    

Within One Year

   $ —      —   %   $ 8,722    2.65 %   $ —      —   %   $ 11,058    2.24 %

After One But Within Five Years

     —      —         30,659    3.91       —      —         27,141    3.22  

After Five But Within Ten Years

     —      —         1,017    4.43       —      —         5,163    4.27  

After Ten Years

     —      —         192    4.39       —      —         228    2.39  
                                                    
     —      —         40,590    3.65       —      —         43,590    3.09  

States & Political Subdivisions

                    

Within One Year

     645    5.74       1,272    5.46       1,049    5.96       536    4.29  

After One But Within Five Years

     1,034    6.91       5,339    4.71       1,679    6.46       6,597    4.42  

After Five But Within Ten Years

     97    7.95       6,742    5.21       97    7.95       8,009    5.14  

After Ten Years

     —      —         6,635    6.09       —      —         2,121    6.06  
                                                    
     1,776    6.54       19,988    5.38       2,825    6.33       17,263    4.95  

Corporate Debt Securities

                    

Within One Year

     —      —         —      —         —      —         1,811    6.29  

After One But Within Five Years

     —      —         —      —         —      —         1,037    5.76  
                                                    
     —      —         —      —         —      —         2,848    6.10  

Mortgage-Backed Securities

     —      —         45,254    4.70       —          39,390    3.95  

Equity Securities

     —      —         390    2.57       —      —         645    2.13  
                                                    

Total

   $ 1,776    6.54 %   $ 106,222    4.42 %   $ 2,825    6.33 %   $ 103,736    3.80 %
                                                    

 

28


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

Loans

Loans represent the largest asset on the Company’s balance sheet. Total loans, net of unearned income, decreased $19,116,779 or 12.4% from 2004 to 2005. Total loans declined in 2005 primarily due to decreases in commercial loans, residential real estate loans, installment loans and other loans which decreased approximately $9,483,000, $6,652,000, $1,676,000 and $1,322,000, respectively. The Company’s subsidiary bank experienced an unusual decline in loan volume during 2005. This was primarily due to large paydowns and payoffs to competitors. Part of the reduction in loan volume was initiated to improve the asset quality of the loan portfolio. Other loans were participated to other financial institutions in order to restructure the bank’s balance sheet to achieve the minimum capital ratios set forth in the Formal Agreement. From 2003 to 2004, total loans increased $7,620,543 or 5.2%. The loan growth in 2004 was primarily due to an increase of $6,639,000 in commercial loans and $2,709,000 in other loans, offset in part by decreases of $1,121,000 in real estate loans and $563,000 in installment loans.

Real estate residential loans which include real estate construction, real estate farmland, real estate residential loans and multi-family residential properties comprised thirty-three percent (33%) of the loan portfolio. Commercial loans which include real estate secured by non-farm, non-residential properties and commercial and industrial loans comprised forty-five percent (45%) of the loan portfolio. Installment loans comprised twelve percent (12%) of the loan portfolio. Other loans which include non-rated industrial development obligations, direct financing leases and other loans comprised ten percent (10%) of the loan portfolio. The changes in the composition of the loan portfolio from 2004 to 2005 were a 1% increase in other loans and a 1% decrease in real estate residential loans. From 2003 to 2004, the changes in the composition of the loan portfolio were a 2% increase in commercial loans, a 1% increase in other loans, a 2% decrease in real estate residential loans and a 1% decrease in installment loans.

Table Five

Loan Portfolio - Maturities and sensitivities of Loans to Changes in Interest Rates

(dollars in thousands)

The following table presents the contractual maturities of loans other than installment loans and residential mortgages as of December 31, 2005 and 2004:

 

     December 31, 2005    December 31, 2004
    

In one

Year or Less

   After one
Year
Through
Five Years
   After
Five Years
   In one
Year or Less
   After one
Year
Through
Five Years
   After
Five Years

Real estate construction

   $ 31    $ 369    $ 359    $ 515    $ 752    $ 574

Commercial real estate - secured by nonfarm, nonresidential property

     1,273      1,966      43,348      1,544      2,263      47,892

Commercial and industrial

     559      7,205      5,957      1,310      7,866      8,916

Nonrated industrial development obligations

     402      3,027      9,784      1,585      3,638      9,315
                                         

Total

   $ 2,265    $ 12,567    $ 59,448    $ 4,954    $ 14,519    $ 66,697
                                         

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

 

     December 31, 2005    December 31, 2004
    

In one

Year or Less

   After one
Year
Through
Five Years
  

After

Five Years

  

In one

Year or Less

   After one
Year
Through
Five Years
  

After

Five Years

Fixed Rates

   $ 747    $ 7,805    $ 9,156    $ 2,951    $ 9,378    $ 12,817

Variable Rates

     1,518      4,762      50,292      2,003      5,141      53,880
                                         

Total

   $ 2,265    $ 12,567    $ 59,448    $ 4,954    $ 14,519    $ 66,697
                                         

 

29


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

Loans - Continued

Non-performing assets include non-accrual loans on which the collectibility of the full amount of interest is uncertain; loans which have been renegotiated to provide for a reduction or deferral of interest on principal because of a deterioration in the financial position of the borrower; loans past due ninety days or more as to principal or interest; and other real estate owned. A five-year summary of nonperforming assets is presented in Table Six.

Total non-performing loans were $1,510,000 at December 31, 2005 as compared to $1,642,000 at December 31, 2004. Non-performing loans decreased $132,000 in 2005, after decreasing $527,000 in 2004. Declines in both other real estate owned and non-accrual loans, offset by the increase in loans past due 90 days or more, primarily contributed to the overall reduction in non-performing loans in 2005.

Loans are placed in non-accrual when the principal or interest is past due 90 days or more, unless the loan is both well secured and in the process of collection. Non-accrual loans were $1,367,000 or 1.0% of total loans outstanding as of December 31, 2005, as compared to $1,441,000 or .9% of total loans at December 31, 2004. Loans past due 90 days or more and still accruing interest were $90,000 at December 31, 2005, as compared to $17,000 at December 31, 2004. Other real estate owned amounted to $53,000 at December 31, 2005 compared to $184,000 at December 31, 2004. At December 31, 2005 other real estate owned consists of residential real estate. Other real estate owned decreased $131,000 in 2005 over 2004, and follows an increase of $172,000 in 2004 over 2003. The increase in 2004 was primarily due to the addition of a commercial property by the subsidiary bank. Management continues to monitor the nonperforming assets to ensure against deterioration in collateral values.

Table Six - Risk Elements

Loans which are in the process of collection, but are contractually past due 90 days or more as to interest or principal, renegotiated, non-accrual loans and other real estate are as follows:

 

(dollars in thousands)

   December 31,  
     2005     2004     2003     2002     2001  

Past Due 90 Days or More:

          

Real Estate - residential

   $ 85     —       $ 52     $ 61     $ 21  

Commercial

     —       6       —         —         26  

Installment

     5     11       6       15       26  
                                      
     90     17     $ 58     $ 76     $ 73  
                                      

Non-accrual:

          

Real Estate - residential

   $ 64     74     $ 12     $ 115     $ 27  

Commercial

     1,262     1,357       2,052       1,443       1,124  

Installment

     41     10       35       9       33  
                                      
   $ 1,367     1,441     $ 2,099     $ 1,567     $ 1,184  
                                      

Other Real Estate

   $ 53     184     $ 12     $ 39     $ 60  
                                      

Total non-performing assets

   $ 1,510     1,642     $ 2,169     $ 1,682     $ 1,317  
                                      

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

     1.12 %   1.06 %     1.48 %     1.23 %     1.09 %

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 on nonaccrual loans had the loans performed in accordance with their original terms was $117,900 and $105,700 for the periods ended December 31, 2005 and 2004, respectively.

 

30


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

Allowance for Loan Losses

In all lending activities there is an inherent risk that borrowers will be unable to repay their obligations. The Company maintains an allowance for loan losses to absorb probable loan losses. Table Seven presents a five-year summary of the Allowance for Loan Losses. The Company has historically maintained the allowance for loan losses at a level greater than actual charge-offs. Although a subjective evaluation is determined by management, the Company believes it has appropriately assessed the risk of loans in the loan portfolio and has provided for an allowance which is adequate based on that assessment. Because the allowance is an estimate, any change in the economic conditions of the Company’s market area could result in new estimates which could affect the Company’s earnings. Management monitors the quality of the loan portfolio through reviews of past due loans and all significant loans which are considered to be potential problem loans on a monthly basis. The internal loan review function provides for an independent review of commercial, real estate, and installment loans in order to measure the asset quality of the portfolio. Management’s review of the loan portfolio has not indicated any material loans, not disclosed in the accompanying tables and discussions which are known to have possible credit problems that cause management to have serious doubts as to the ability of each borrower to comply with their present loan repayment terms.

The allowance for loan losses decreased $36,230 or 1.5%, between December 31, 2005 and December 31, 2004. The allowance for loan losses represented 1.7% and 1.5% of outstanding loans as of December 31, 2005 and 2004, respectively. Net loan charge-offs were $216,230 in 2005, compared to $248,767 in 2004 and $157,037 in 2003. The net loan charge-offs remain within historical ranges. The net loan charge-offs in 2005, 2004 and 2003 were primarily commercial and consumer loans. The provision for loan losses was $180,000 for the year ended December 31, 2005, compared to $300,000, and $435,000 at December 31, 2004 and 2003, respectively. The credit quality of the loan portfolio combined with the recent level of net charge-offs and nonperforming assets continue to be considered in the calculation of the provision for loan losses.

Table Seven - Analysis of Allowance for Possible Loan Losses

The following table presents a summary of loans charged off and recoveries of loans previously charged off by type of loan.

 

(dollars in thousands)

   December 31,  
     2005     2004     2003     2002     2001  

Allowance for loan losses:

          

Balance at beginning of period:

   $ 2,356     $ 2,305     $ 2,027     $ 1,646     $ 1,302  

Loans Charged Off:

          

Real Estate - residential

     12       3       13       2       —    

Commercial

     183       229       77       134       95  

Installment

     71       70       76       63       164  
                                        
     266       302       166       199       259  

Recoveries:

          

Real Estate - residential

     —         17       3       —         4  

Commercial

     29       20       —         29       12  

Installment

     21       16       6       11       14  
                                        
     50       53       9       40       30  

Net Charge - offs

     216       249       157       159       229  

Additions Charged to Operations

     180       300       435       540       573  
                                        

Balance at end of period:

   $ 2,320     $ 2,356     $ 2,305     $ 2,027     $ 1,646  
                                        

Average Loans Outstanding

   $ 144,528     $ 151,562     $ 137,826     $ 131,383     $ 118,224  
                                        

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

     0.15 %     0.16 %     0.11 %     0.12 %     0.19 %

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

     1.72 %     1.53 %     1.57 %     1.48 %     1.36 %

The additions to the allowance for loan losses are based on management’s evaluation of characteristics of the loan portfolio, current and anticipated economic conditions, past loan experiences, net loans charged - off, specific problem loans and delinquencies, and other factors. The Company has allocated the allowance for possible loan losses to specific portfolio segments based upon historical net charge-off experience, changes in the level of nonperforming assets, local economic conditions and management’s experience as presented in Table Eight.

 

31


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

Table Eight

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, 2005. The allocation presented below is based on the historical average of net charge offs per category combined with the change in loan growth and management’s review of the loan portfolio.

 

(dollars in thousands)

   December 31,  
     2005     2004     2003     2002     2001  
     Amount    Percent
of loans
in each
category
to total
loans
    Amount    Percent
of loans
in each
category
to total
loans
    Amount    Percent
of loans
in each
category
to total
loans
    Amount    Percent
of loans
in each
category
to total
loans
    Amount    Percent
of loans
in each
category
to total
loans
 

Real estate - residential

   $ 327    33.4 %   $ 325    33.5 %   $ 311    36.0 %   $ 276    37.5 %   $ 263    37.3 %

Commercial

     1,465    44.5 %     1,520    45.2 %     1,429    43.0 %     1,161    41.7 %     821    40.0 %

Installment

     507    12.3 %     490    11.9 %     544    12.9 %     569    12.9 %     541    16.1 %

Others

     21    9.8 %     21    9.4 %     21    8.1 %     21    7.9 %     21    6.6 %
                                                                 

Total

   $ 2,320    100.0 %   $ 2,356    100.0 %   $ 2,305    100.0 %   $ 2,027    100.0 %   $ 1,646    100.0 %
                                                                 

Deposits

A stable core deposit base is the major source of funds for the Holding Company’s subsidiary bank. The deposit mix depends upon many factors including competition from other financial institutions, depositor interest in certain types of deposits, changes in the interest rate and the Company’s need for certain types of deposit growth. Total deposits decreased approximately $17.4 million or 7.4% in 2005. The decrease in total deposits was primarily due to the decline in savings deposits. Savings deposits decreased approximately $16.6 million, or 19.1%, during 2005 as a result of deposit customers seeking higher yielding deposit products. Also, the Company’s subsidiary bank implemented a designed deposit runoff strategy in order to achieve the minimum capital ratios set forth in the Formal Agreement which contributed to the decline in deposits.

At December 31, 2005, noninterest bearing deposits comprised 12% of total deposits and interest bearing deposits which include NOW, money market, savings and time deposits comprised 88% of total deposits. The change in the deposit mix from December 31, 2004 to December 31, 2005 was a 1% increase in noninterest bearing deposits and a 1% decrease in interest bearing deposits.

Federal Funds Purchased and Repurchase Agreements

Federal funds purchased and repurchase agreements are short-term borrowings. There were no Federal funds purchased as of December 31, 2005 and 2004. Repurchase agreements increased $3,325,124 or 21.1%, from $15,759,200 at December 31, 2004 to $19,084,324 at December 31, 2005. The 2005 increase in repurchase agreements was primarily due to the addition of commercial customers.

Federal Home Loan Bank and Other Long-term Borrowings

Federal Home Loan Bank (“FHLB”) borrowings were $2,384,893 and $2,425,111 at December 31, 2005 and 2004, respectively, with an interest rate of 4.76%. The FHLB borrowings are collateralized by a blanket collateral agreement which assigns a security interest in capital stock, deposits, mortgage loans, securities and FHLB stock of the subsidiary bank. The borrowings will mature in 2018. The FHLB funding was utilized to mitigate the impact of rising interest rates for a long term fixed rate loan commitment.

During the second quarter of 2005, the Company obtained a $3 million non-revolving line of credit from a financial institution to provide for the capitalization of the subsidiary Bank as required under the terms of the Formal Agreement. The line of credit is secured by 126,200 shares of Progressive Bank, N.A. stock. The note bears an interest rate of prime and is adjusted on a quarterly basis. The line of credit expires in May 2015 and is to be repaid in quarterly interest only payments for the first three years and quarterly principal and interest payments thereafter. The Company’s initial borrowing on the note amounted to $2 million. At December 31, 2005 the outstanding borrowings amounted to $1,000,000 with an interest rate of 7.25%.

 

32


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

Table Nine Contractual Maturities of Long term Obligations and Operating Leases

The following table presents the contractual maturities of long term obligations and operating leases:

 

(dollars in thousands)

   Payments due by period
     < 1 year    1-3 years    3-5 years    > 5 years    Total

Contractual Obligations:

              

Federal Home Loan Bank and other long term borrowings

   $ 42    $ 91    $ 100    $ 3,152    $ 3,385

Operating Leases

     197      176      129      130      632
                                  
   $ 239    $ 267    $ 229    $ 3,282    $ 4,017
                                  

Table Ten Contractual Maturities of Commitments and Contingencies

The following table presents the maturities of commitments and contingencies:

 

(dollars in thousands)

   Amount of Commitment Expiration Per Period
     < 1 year    1-3 years    3-5 years    > 5 years    Total

Off-Balance Sheet arrangements:

              

Commitments to extend credit

   $ 1,214    $ 3,262    $ 500    $ 9,226    $ 14,202

Standby letters of credit

     369      —        100      70      539
                                  
   $ 1,583    $ 3,262    $ 600    $ 9,296    $ 14,741
                                  

Capital Resources

Stockholders’ equity increased 4.6% in 2005 entirely from current year earnings after quarterly dividends, and a 4.6% decrease in accumulated other comprehensive income. The decrease in accumulated other comprehensive income is primarily attributable to the effect of the change in the net unrealized losses on available for sale investment securities. The increase in stockholders’ equity in 2005 follows an increase of 6.4% in 2004 entirely from current earnings after quarterly dividends, and an decrease of 2.4% resulting from the effect of the change in the net unrealized gain on available for sale investment securities. Stockholders’ equity amounted to 9.0% and 8.6% of total assets at the end of 2005 and 2004, respectively. The Company paid dividends of $.76 per share in 2005 and 2004.

The Holding Company’s primary source of funds for payment of dividends to shareholders is from the dividends from its subsidiary bank. As previously discussed in Note 18 of the Consolidated Financial Statements, the subsidiary bank entered into an agreement with the Office of the Comptroller of the Currency. Under the terms of the Formal Agreement, the subsidiary bank cannot declare a dividend in 2006 without approval of the Comptroller of the Currency. The Board of Directors also adopted a resolution with the Federal Reserve Bank of Cleveland which prohibits the Company from paying dividends or participating in the acquisition of treasury stock without prior Federal Reserve approval and a 30 day prior notice requirement. The Company has taken, and intends to continue to take, all appropriate steps to comply with the Federal Reserve requirements.

The Holding Company and its subsidiary bank are subject to regulatory risk-based capital guidelines administered by the Federal Reserve Board and the Office of the Comptroller of the Currency. 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. Additional information on capital amounts, ratios and minimum regulatory requirements for the Company and its subsidiary bank can be found in Note 19 of the Consolidated Financial Statements.

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 Company had investment securities with an estimated fair value of $106,222,137 classified as available for sale at December 31, 2005. These securities are available for sale at any time based upon management’s assessment in order to provide necessary liquidity should the need arise. In addition, the Company’s subsidiary bank, Progressive Bank, N.A., is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”). Membership in the FHLB provides an additional source of funding in the form of collateralized advances. At December 31, 2005, the subsidiary bank had a short term line of credit in the aggregate amount of approximately $7 million available with the FHLB. There were no short term borrowings outstanding pursuant to this agreement as of December 31, 2005. At December 31, 2005 and December 31, 2004, the Company had outstanding loan commitments and unused lines of credit totaling $14,741,000 and $20,581,000, respectively. As of December 31, 2005, management placed a high probability for required funding within one year of approximately $8.6 million. Approximately $3.6 million is principally unused home equity and credit card lines on which management places a low probability for required funding.

Interest Rate Risk

Changes in interest rates can affect the level of income of a financial institution depending on the repricing characteristics of its assets and liabilities. This is termed interest rate risk. If a financial institution is asset sensitive, more of its assets will reprice in a given time frame than liabilities. This is a favorable position in a rising rate environment and would enhance income. If an institution is liability sensitive, more of its liabilities will reprice in a given time frame than assets. This is a favorable position in a falling rate environment. Financial institutions allocate significant time and resources to managing interest rate risk because of the impact that changes in interest rates can have to earnings.

The initial step in the process of maintaining a Company’s interest rate sensitivity involves the preparation of a basic “gap” analysis of earning assets and interest bearing liabilities as reflected in the following table. The analysis measures the difference or the “gap” between the amount of assets and liabilities repricing within a given time period.

 

33


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

Interest Rate Risk - Continued

This information is used to manage a Company’s asset and liability positions. Management uses this information as a factor in decisions made about maturities of investment of cash flows, classification of investment securities purchases as available-for-sale or held-to-maturity, emphasis of variable rate or fixed rate loans and short or longer term deposit products in marketing campaigns, and deposit account pricing to alter asset and liability repricing characteristics. The overall objective is to minimize the impact to the margin of any significant change in interest rates.

The information presented in the following Interest Rate Risk table contains assumptions and estimates used by management in determining repricing characteristics and maturity distributions. As noted in the following table, the cumulative gap at one year is negative at approximately $27,030,000, which indicates the Company’s interest bearing liabilities reprice sooner than earning assets at December 31, 2005. As the table presented is as of a point in time and conditions change on a daily basis, any conclusions made may not be indicative of future results.

The Company’s subsidiary bank uses an asset/liability model to measure the impact of changes in interest rates on net interest income on a periodic basis. Assumptions are made to simulate the impact of future changes in interest rates and/or changes in balance sheet composition. The effect of changes in future interest rates on the mix of assets and liabilities may cause actual results to differ from simulated results. Guidelines established by the Company’s subsidiary bank provides that the estimated net interest income may not change by more than 10% in a one year period given a +/- 200 basis point parallel shift in interest rates. Excluding the potential effect of interest rate changes on assets and liabilities of the Holding Company which are not deemed material, the anticipated impact on net interest income of the subsidiary bank at December 31, 2005 was as follows: given a 200 basis point increase scenario net interest income would be reduced by approximately 6.5%, and given a 200 basis point decrease scenario net interest income would be reduced by approximately 1.4%. The Asset Liability committee believes that a 200 basis point decline in interest rates is unlikely to occur, and have determined that a 100 basis point instantaneous change may be more realistic. Therefore, the results using a +/-100 basis point interest rate scenario are presented. Under the 100 basis point increase scenario net interest income would be reduced by approximately 3.1%, and given a 100 basis point decrease scenario net interest income would be increased by approximately 1.9%. The projections provided by the model are not intended as an actual forecast of the bank’s performance in a particular rate environment, and should not be relied upon. Actual changes in the interest rate environment normally do not take place instantaneously, but over a period of time, and do not occur in a parallel fashion. Additionally, the balance sheet composition, spread relationships for new dollars invested, non interest income and expenses, investment practices, and deposit practices all change as a result of changes in interest rates and would need to be considered by the Asset Liability committee.

Interest Rate Risk Table - December 31, 2005

(dollars in thousands)

 

     Less than
Three
Months
    Four to
Twelve
Months
    One to
Three
Years
    Greater
than Three
Years
    Non-
Interest
Bearing
    Total  

ASSETS:

            

Cash and cash equivalents

   $ 5,819     $ —       $ —       $ —       $ 5,930     $ 11,749  

Investment securities

     4,820       18,552       35,772       50,562       (1,708 )     107,998  

Loans

     20,423       27,929       51,617       34,082       1,163       135,214  

Other assets

     3,194       —         —         —         10,378       13,572  

Allowance for loan losses

     —         —         —         —         (2,320 )     (2,320 )
                                                

Total assets

   $ 34,256     $ 46,481     $ 87,389     $ 84,644     $ 13,443     $ 266,213  
                                                

LIABILITIES AND CAPITAL

            

NOW and savings accounts

   $ 15,399     $ 6,384     $ 7,506     $ 58,932     $ —       $ 88,221  

Money Market Accounts (MMDA’s)

     18,958       —         —         —         —         18,958  

Certificates of deposit < $100,000

     13,127       21,259       19,545       9,307       —         63,238  

Certificates of deposit > $100,000

     2,967       9,547       4,779       5,062       —         22,355  

Noninterest bearing demand deposits

     —         —         —         —         26,045       26,045  

Federal funds purchased and repurchase agreements

     19,084       —         —         —         —         19,084  

FHLB borrowings

     10       32       90       2,253       —         2,385  

Other long-term borrowings

     1,000       —         —         —         —         1,000  

Other liabilities

     —         —         —         —         968       968  

Stockholders’ equity

     —         —         —         —         23,959       23,959  
                                                

Total liabilities and capital

   $ 70,545     $ 37,222     $ 31,920     $ 75,554     $ 50,972     $ 266,213  
                                                

GAP

     (36,289 )     9,259       55,469       9,090       (37,529 )  

GAP/ Total Assets

     (13.63 )%     3.48 %     20.84 %     3.41 %     (14.10 )%  

Cumulative GAP

     (36,289 )     (27,030 )     28,439       37,529       0    

Cumulative GAP/Total Assets

     (13.63 )%     (10.15 )%     10.68 %     14.10 %     0.00 %  

The above analysis contains repricing and maturity assumptions and estimates used by management.

 

34


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

Market Information of Common Stock

First West Virginia Bancorp, Inc’s common stock has been traded on the American Stock Exchange primary list since June 20, 1995, and began trading under the symbol of FWV. The following table sets forth the high and low sales prices of the common stock during the respective quarters.

 

     First
Quarter
   Second
Quarter
   Third
Quarter
   Fourth
Quarter

2005

           

High

   $ 23.90    $ 21.40    $ 20.07    $ 19.35

Low

   $ 20.81    $ 19.51    $ 18.10    $ 17.40

2004

           

High

   $ 24.85    $ 24.15    $ 23.40    $ 25.05

Low

   $ 22.63    $ 22.00    $ 21.60    $ 21.65

Summarized Quarterly Financial Information

A summary of selected quarterly financial information follows:

 

2005

   First
Quarter
    Second
Quarter
   Third
Quarter
    Fourth
Quarter
 

Total interest income

   $ 3,305,715     $ 3,271,283    $ 3,246,463     $ 3,304,796  

Total interest expense

     987,271       1,009,855      1,008,387       1,064,988  

Net interest income

     2,318,444       2,261,428      2,238,076       2,239,808  

Provision for loan losses

     90,000       90,000      —         —    

Investment securities gain (loss)

     77,856       2,390      38,309       (122 )

Total other income

     295,072       303,896      336,568       323,734  

Total other expenses

     1,930,503       1,857,371      1,823,928       1,839,623  

Income before income taxes

     670,869       620,343      789,025       723,797  

Net income

     545,728       510,783      613,555       592,199  

Net income per share

     0.36       0.33      0.40       0.39  

2004

   First
Quarter
    Second
Quarter
   Third
Quarter
    Fourth
Quarter
 

Total interest income

   $ 3,312,275     $ 3,264,003    $ 3,428,544     $ 3,401,297  

Total interest expense

     1,065,824       1,039,123      1,048,859       1,040,783  

Net interest income

     2,246,451       2,224,880      2,379,685       2,360,514  

Provision for loan losses

     30,000       90,000      90,000       90,000  

Investment securities gain (loss)

     (2,501 )     6,427      (880 )     1,719  

Total other income

     289,355       301,170      336,408       351,918  

Total other expenses

     1,624,134       1,628,201      1,707,810       1,786,662  

Income before income taxes

     879,171       814,276      917,403       837,489  

Net income

     658,740       625,579      707,973       645,033  

Net income per share

     0.43       0.41      0.46       0.43  

2003

   First
Quarter
    Second
Quarter
   Third
Quarter
    Fourth
Quarter
 

Total interest income

   $ 3,396,307     $ 3,331,171    $ 3,312,373     $ 3,278,963  

Total interest expense

     1,204,535       1,170,228      1,126,618       1,101,601  

Net interest income

     2,191,772       2,160,943      2,185,755       2,177,362  

Provision for loan losses

     90,000       75,000      45,000       225,000  

Investment securities gain

     —         105,200      8       108,510  

Total other income

     265,118       264,732      311,285       291,259  

Total other expenses

     1,549,416       1,531,582      1,659,473       1,601,272  

Income before income taxes

     817,474       924,293      792,575       750,859  

Net income

     619,471       690,729      608,923       599,118  

Net income per share

     0.40       0.45      0.40       0.39  

 

35


First West Virginia Bancorp, Inc.

DIRECTORS

 

Nada E. Beneke    Registered Sanitarian, President, Beneke Corporation
Sylvan J. Dlesk   

Chairman, Interim President and Chief Executive Officer, First West Virginia Bancorp, Inc.,

Interim President and Chief Executive Officer, Progressive Bank, N.A., Owner, Dlesk Realty and Investments, President, Dlesk, Inc., President, Ohio Valley Carpeting, Inc.

Gary W. Glessner    Certified Public Accountant, President/Owner, Glessner & Associates, PLLC
Laura G. Inman    Vice Chairman of the Board, First West Virginia Bancorp, Inc.
James C. Inman, Jr.    Retired Bank Executive
R. Clark Morton    Chairman of the Board, Progressive Bank, N.A., Attorney at Law
Thomas A. Noice    Retired Bank Executive, Treasurer, Belmont Community Hospital
William G. Petroplus    Attorney at Law, Member/Partner Petroplus & Gaudino
Thomas L. Sable    Owner, Bellaire Hardware; Managing Partner, The Summit Atlantic Group, LLC
OFFICERS
Sylvan J. Dlesk    Chairman, Interim President and Chief Executive Officer
Laura G. Inman    Vice Chairman
Francie P. Reppy    Executive Vice President, Chief Administrative Officer, Chief Financial Officer, Treasurer
Nancy J. Ritter    Vice President
Connie R. Tenney    Vice President
Stephanie A. LaFlam    Secretary
Nada E. Beneke    Assistant Secretary

Progressive Bank, N.A.

 

DIRECTORS

  

OFFICERS

Nada E. Beneke

  

Dr. Clyde D. Campbell

  

R. Clark Morton, Chairman of the Board

Robert R. Cicogna

  

Sylvan J. Dlesk, Interim President/Chief Executive Officer

Sylvan J. Dlesk

  

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

William L. Fury

  

Nancy J. Ritter, Senior Vice President Operations/Cashier

Gary W. Glessner

   Connie R. Tenney, Senior Vice President

Elizabeth H. Hestick

   Brad D. Winwood, Senior Vice President/Senior Accounting & Investment Officer

Robert B. Hunnell, Jr.

   Michael J. Taylor, Vice President/Credit Administration

J. Burton Hunter, III

   Gary S. Martin, Vice President/Retail Lending

James C. Inman, Jr.

   David E. Wharton, Vice President/Information Technology Officer/Data Security Officer

Laura G. Inman

   Deborah A. Kloeppner, Vice President/Compliance and CRA Officer

Tulane B. Mensore

   Michele L. Stanley, Vice President/Bank Secrecy & OFAC Officer

R. Clark Morton

   Susan E. Reinbeau, Vice President/Branch Administrator

Thomas A. Noice

   Stephanie A. LaFlam, Vice President/Human Resource Manager/Secretary

William G. Petroplus

   Laura A. Schmidt, Assistant Vice President/Accounting Officer

David R. Rexroad

   James W. Gasperowich, Assistant Vice President/Credit Analyst

Dale F. Riggs

   Todd J. Hayes, Assistant Vice President/Business Development Officer

Thomas L. Sable

   Janey S. Longwell, Assistant Vice President/Office Manager New Martinsville
   Debra M. Tomlin, Assistant Vice President/Loan Officer
   Rebecca A. Palmer, Assistant Vice President/Manager Data Processing

DIRECTOR EMERITUS

   Kimberly A. Hughes, Loan Review Officer
   Harold O. Thomas, Senior Business Development Officer

Edward P. Otte

   Brenda K. Bellville, Information Systems Officer
   Mitzi K. Mattern, Operations Officer
   Beth A. Heyman, Office Manager Woodsdale
   Tina M. Mehlman, Office Manager Warwood
   Michelle R. Miller, Office Manager Bellaire
   Johanna Sanders, Office Manager Wellsburg
   Susan M. Scotka, Office Manager Bethlehem
   Jacquie J. Fultz, Office Manager Weston
   Vickie D. Poling, Loan Officer
  

Nada E. Beneke, Assistant Secretary

 

36


First West Virginia Bancorp, Inc. and Subsidiary

Corporate Information

Corporate Office:

First West Virginia Bancorp, Inc.

1701 Warwood Avenue

Wheeling, WV 26003

(304) 277-1100

Transfer Agent:

Any inquiries related to stockholder records, stock transfers, changes of ownership, and changes of address should be sent to the transfer agent at the following address:

Investor Relations Department

Registrar and Transfer Company

10 Commerce Drive

Cranford, New Jersey 07016-9982

(800) 368-5948

Stock Trading Information:

First West Virginia Bancorp, Inc.’s common stock is traded on the American Stock Exchange, Inc. primary list under the symbol FWV.

Annual Meeting

The Annual Meeting of Stockholders will be held at 4:00 p.m, on Tuesday, April 11, 2006, at the Warwood Office of Progressive Bank, N.A., 1701 Warwood Avenue, Wheeling, WV 26003

Form 10-K

Upon written request any shareholder of record on December 31, 2005, may obtain a copy of the Corporation’s 2005 Form 10-K Report (to be filed with the Securities and Exchange Commission before March 31, 2006) by writing to the Secretary, First West Virginia Bancorp, Inc., 1701 Warwood Avenue, Wheeling, WV 26003