<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-22955
BAY BANKS OF VIRGINIA, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1838100
(State of Incorporation) (I.R.S. Employer Identification no.)
100 SOUTH MAIN STREET, KILMARNOCK, VIRGINIA 22482
(Address of principal executive offices) (Zip Code)
Registrants telephone number...................................804.435.1171
Securities registered under Section 12(b) of the Exchange Act.........NONE
Securities registered under Section 12(g) of the Exchange Act:
Common Stock ($5.00 Par Value)
(Title of Class)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X NO .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter)is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant based on the closing sale price of the registrant's common stock on
March 23, 2000, was $41,368,967.
The number of shares outstanding of the registrant's common stock as of March
23, 2000: 1,165,323.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1999 Annual Report to Shareholders are incorporated
by reference into Part II of this Form 10-K.
Portions of the registrant's definitive Proxy Statement for its Annual Meeting
of Shareholders to be held on May 15, 2000 are incorporated by reference into
Part III of this Form 10-K.
<PAGE>
Form 10-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM NUMBER PAGE NUMBER
- ------------- ----------------------------------------------------------
<S> <C> <C>
PART I
1. BUSINESS
STATISTICAL INFORMATION
2. PROPERTIES
3. LEGAL PROCEEDINGS
4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
6. SELECTED FINANCIAL DATA
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
11. EXECUTIVE COMPENSATION
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
SIGNATURES
</TABLE>
<PAGE>
PART 1
ITEM 1: BUSINESS
Nature of Business. Bay Banks of Virginia, Inc. (the "Company") is a bank
holding company that conducts substantially all of its operations through its
subsidiary, Bank of Lancaster, (the "Bank"). Bay Banks of Virginia, Inc. was
incorporated under the laws of the Commonwealth of Virginia on June 30, 1997 in
connection with the holding company reorganization of the Bank of Lancaster. The
Bank is a state-chartered bank and a member of the Federal Reserve System. The
Bank services individual and commercial customers, the majority of which are in
the Northern Neck of Virginia. The Bank has two offices located in Kilmarnock,
Virginia, one office in White Stone, Virginia, one office in Warsaw, Virginia,
and one office in Montross, Virginia. A substantial amount of the Bank's
deposits are interest bearing, and the majority of the Bank's loan portfolio is
secured by real estate. Deposits of the Bank are insured by the Bank Insurance
Fund of the Federal Deposit Insurance Corporation. The subsidiary, Bank of
Lancaster, opened for business in 1930 and has partnered with the community to
ensure responsible growth and development since that time.
In August of 1999, Bay Banks of Virginia formed Bay Trust Company. This
subsidiary of the Holding Company was created to purchase and manage the assets
of the trust department of the Bank of Lancaster. This sale and transfer of
assets was completed as of the close of business on December 31, 1999. As of
January 1, 2000, the Bank of Lancaster no longer owns or manages the trust
function, and thereby will no longer receive an income stream from the trust
department.
The Bank offers a full range of banking and related financial services,
including checking, savings, and other depository services, commercial and
industrial loans, residential and commercial mortgages, home equity loans, and
consumer installment loans. The Bank's Trust Department also offers a broad
range of trust and related fiduciary services.
The counties composing the Bank's marketplace are situated on the Chesapeake Bay
and its tributaries. Second and summer homes are prevalent as is the retirement
community. Resorts and health care providers are the largest employers in the
community. Agriculture, fishing, boat repair, general retail, financial,
construction, and services directed toward the retirement community are other
major economic sectors.
The Company had $199,772,678 in total assets and $177,701,967 in total deposits
as of December 31, 1999. Net earnings for the year ended December 31, 1999, were
$2,175,378. Loan demand was strong as balances increased to $131,961,821. The
loan portfolio is composed of mainly residential first mortgages.
Lending Activities. The Company provides a wide range of real estate, consumer,
and commercial lending services to the customers in its market area.
Real Estate Lending. The Company's real estate loan portfolio is the largest
segment of the loan portfolio. Real estate mortgage loans in aggregate increased
to $101,874,691 during 1999. This balance is 77.4% of the total loan portfolio.
The Bank offers fixed and adjustable rate loans on one-to-four family
residential properties. These mortgages are underwritten and documented within
the guidelines of the Regulations of the Federal Reserve Board of Governors. The
Bank underwrites mainly adjustable rate mortgages as the market place allows.
Construction loans with a twelve-month term are also a major component of the
Bank's portfolio. Underwritten at 80% loan to value, and to qualified builders
and individuals, the loans are disbursed as construction progresses and verified
by Bank inspection.
The Company also offers secondary market loan origination. Through the Bank,
customers may apply for a home mortgage that will be underwritten in accordance
with the guidelines of the Federal Home Loan Mortgage Corporation. These loans
are then sold in the secondary market. The Bank earns origination fees through
offering this service. Customers, upon approval, receive a fixed rate of
interest with terms that vary from 10 through 30 years. Since these loans are
<PAGE>
sold into the secondary market, there is no impact on future interest income or
the loan repricing structure of the Bank.
Consumer Lending. Consumer loans totaled $18,673,299 as of December 31, 1999.
This is 14.2% of the total loan portfolio. In an effort to offer a full range of
services, consumer lending includes automobile and boat financing, home
improvement loans, and unsecured personal loans. These loans historically entail
greater risk than residential real estate loans, but also offer a higher return
for the Bank.
Commercial Lending. Commercial lending activities include small business loans,
asset based loans, and other secured and unsecured loans and lines of credit.
Commercial loan balances were $11,081,489 at year end and 8.4% of the total
portfolio. Commercial lending also entails greater risk than residential
mortgage lending, and therefore offers a greater yield. The borrower's ability
to make repayment from cash flows of the business, as well as some form of
business collateral is the basis for establishing such an account.
Business Development. The Bank offers several services to commercial customers.
These services include Analysis Checking, Cash Management Deposit Accounts, Wire
Services, and a full line of Commercial Lending options. The Bank also offers
Small Business Administration "Low Document" Loan products. This allows
commercial customers to apply for favorable rate loans for the development of
business opportunities.
Bay Services Company, Inc. The Bank has one wholly owned subsidiary, Bay Service
Company, Inc., a Virginia corporation organized in 1994. Bay Services owns an
equity interest in a land title insurance agency, Bankers Title of
Fredricksburg, which generally sells title insurance to mortgage loan customers,
including customers of the Bank and the other financial institutions that have
an equity interest in the agency.
As of December 31, 1999, the Company and its subsidiaries had 79 full time
equivalent employees.
Competition. The Bank's trade area includes the counties of Lancaster,
Northumberland, Middlesex, Richmond and Westmoreland. Being rural in nature, the
Bank's marketplace is highly competitive. The Bank is subject to competition
from a variety of commercial banks and financial service companies. For
deposits, the Bank competes with statewide banking institutions, local community
banks, major investment brokerage houses and issuers of money markets and mutual
fund products. For loans, the Bank competes with other commercial banks, savings
and loans, credit unions, and consumer finance companies. As the marketplace
continues to develop, the Bank expects competition to increase.
Supervision and Regulation. Bank holding companies and banks are regulated under
both federal and state law. The Company is subject to regulation by the Board of
Governors of the Federal Reserve. Under the Bank Holding Company Act of 1956,
the Federal Reserve exercises supervisory responsibility for any non- bank
acquisition, merger or consolidation. In addition, the Bank Holding Company Act
limits the activities of a bank holding company and its subsidiaries to that of
banking, managing or controlling banks, or any other activity that is closely
related to banking. In addition, the Company is registered under the bank
holding laws of Virginia, and as such is subject to regulation and supervision
by the State Corporation Commission Bureau of Financial Institutions.
The Bank is supervised and regularly examined by the Federal Reserve Board and
the State Corporation Commission. These on-site examinations verify compliance
with regulations governing corporate practices, capitalization, and safety and
soundness. Further, the Bank is subject to the requirements of the Community
Reinvestment Act, (the "CRA"). The CRA requires financial institutions to meet
the credit needs of the local community, including low to moderate-income needs.
Compliance with the CRA is monitored through regular examination by the Federal
Reserve.
<PAGE>
Federal Reserve Board regulations permit bank holding companies to engage in
non-banking activities closely related to banking or to managing or controlling
banks. These activities include the making or servicing of loans, performing
certain data processing services, and certain leasing and insurance agency
activities.
The Company owns 100% of the stock of the Bank of Lancaster. The Bank is
prohibited by The Federal Reserve from holding or purchasing its own shares
except in limited circumstances. Further, the Bank is subject to certain
requirements as imposed by state banking statutes and regulations. The Bank is
limited by the Board of Governors of the Federal Reserve System in what
dividends it can pay to the Company. Any dividend in excess of the total of the
Bank's net profit for that year plus retained earnings from the prior two years
must be approved by the proper regulatory agencies. Further, under the Federal
Deposit Insurance Corporation Improvement Act of 1991, insured depository
institutions are prohibited from making capital distributions, if after making
such distributions, the institution would become "undercapitalized" as defined
by regulation. Based upon the Bank's current financial position, it is not
anticipated that this statute will impact the continued operation of the Bank.
As a bank holding company, Bay Banks of Virginia, Inc., is required to file with
the Federal Reserve Board an annual report and such additional information as it
may require pursuant to the Bank Holding Company Act. The Federal Reserve Board
may also conduct examinations of Bay Banks of Virginia, Inc., and any or all of
its subsidiaries.
Financial Modernization Legislation. The Gramm-Leach-Bliley Act of 1999
("GLBA") was signed into law on November 12, 1999. The main purpose of GLBA is
to permit greater affiliations within the financial services industry, primarily
banking, securities and insurance. While certain portions of GLBA became
effective upon enactment and on March 11, 2000, many other provisions do not
become effective until May 2001 and most of the regulations implementing the law
have not yet been issued. As a result, the overall impact of GLBA on the
Company cannot be predicted at this time. The provisions of GLBA that are
believed to be of most significance to the Company are discussed below.
GLBA repeals sections 20 and 32 of the Glass-Steagall Act, which separated
commercial banking from investment banking, and substantially amends the BHCA,
which limited the ability of bank holding companies to engage in the securities
and insurance businesses. To achieve this purpose, GLBA creates a new type of
company, the "financial holding company." A financial holding company may
engage in or acquire companies that engage in a broad range of financial
services, including
o securities activities such as underwriting, dealing, brokerage, investment
and merchant banking; and
o insurance underwriting, sales and brokerage activities.
A bank holding company may elect to become a financial holding company only if
all of its depository institution subsidiaries are well-capitalized, well-
managed and have at least a satisfactory Community Reinvestment Act rating.
GLBA establishes a system of functional regulation under which the federal
banking agencies will regulate the banking activities of financial holding
companies and banks' financial subsidiaries, the Securities and Exchange
Commission ("SEC") will regulate their securities activities and state insurance
regulators will regulate their insurance activities.
With regard to Federal securities laws, GLBA removes the blanket exemption
for banks from being considered brokers or dealers under the Securities Exchange
Act of 1934, and sets out a number of limited activities, including trust and
fiduciary activities, in which a bank may engage without being considered a
broker, and a set of activities in which a bank may engage without being
considered a dealer. The Investment Advisers Act of 1940 also will be amended
to eliminate certain provisions exempting banks from the registration
requirements of that statute, and the Investment Company Act of 1940 will be
amended to provide the SEC with regulatory authority over various bank mutual
fund activities.
<PAGE>
GLBA also provides new protections against the transfer and use by
financial institutions of consumers nonpublic personal information. A financial
institution must provide to its customers, at the beginning of the customer
relationship and annually thereafter, the institution's policies and procedures
regarding the handling of customers' nonpublic personal financial information.
The new privacy provisions will generally prohibit a financial institution from
providing a customer's personal financial information to unaffiliated third
parties unless the institution discloses to the customer that the information
may be so provided and the customer is given the opportunity to opt out of such
disclosure.
At this time, the Company is unable to predict the impact GLBA may have
upon its or its subsidiaries' financial condition or results of operations. The
Company is currently reviewing the new law and at this time has not elected to
be treated as a financial holding company under GLBA.
<PAGE>
Index of Statistical Tables
- --------------------------------------------------------------------------------
Table Description
- --------------------------------------------------------------------------------
Table I Average Balances, Income & Expense, Yields, and Rates
Table II Volume & Rate Analysis of Changes in Net Interest Income
Table III Investment Maturities & Average Yields
Table IV Types of Loans
Table V Loan Maturity Schedule of Selected Loans
Table VI Risk Elements
Table VII Summary of Allowance for Loan Losses
Table VIII Allocation of the Allowance for Loan Losses
Table IX Average Deposits & Rates
Table X Maturity Schedule of Time Deposits of $100,000 or more
Table XI Return on Equity & Assets
Table XII Interest Rate Sensitivity Analysis
<PAGE>
Table I
Average Balances, Income & Expense, Yields, and Rates
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
1999 1998
------------------------------------------------------------------------------------
Annual Annual
Average Income/ Yield/ Average Income/ Yield/
(Thousands) Balance Expense Rate Balance (3) Expense Rate
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments (Book Value):
- ------------------------
Taxable Investments $43,962 $2,747 6.25% $35,265 $2,131 6.04%
Tax-Exempt Investments (1) $18,210 $843 7.01% $22,421 $1,045 7.06%
------------------------------------------------------------------------------------
Total Investments $62,172 $3,589 6.47% $57,686 $3,176 6.44%
Loans (2) $120,004 $10,153 8.46% $108,221 $9,591 8.86%
Interest-bearing Deposits $8 $0 0.00% $0 $0 0.00%
Fed Funds Sold $3,955 $194 4.91% $14,608 $796 5.45%
------------------------------------------------------------------------------------
Total Interest Earning Assets $186,139 $13,937 7.72% $180,515 $13,564 7.81%
Allowance for Loan Losses ($1,143) ($958)
Unrealized Gains & Losses on Investments ($1,072) $688
Total Non-Earning Assets $14,744 $16,560
=============== ==============
TOTAL ASSETS $198,668 $196,805
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Deposits:
- --------------------------
Savings Deposits $68,334 $2,880 4.22% $67,981 $3,102 4.56%
NOW Deposits $26,188 $743 2.84% $21,485 $663 3.08%
CD's (greater than or equal to) $100,000 $11,169 $549 4.92% $11,698 $616 5.27%
CD's (less than) $100,000 $39,422 $1,921 4.87% $42,319 $2,321 5.48%
Money Market Deposit Accounts $10,864 $336 3.09% $11,205 $352 3.15%
------------------------------------------------------------------------------------
Total Interest-bearing Deposits $155,977 $6,430 4.12% $154,688 $7,054 4.56%
Fed Funds Purchased $1,004 $55 5.48% $0 $0 0.00%
Securities Sold to Repurchase $1,181 $48 4.09% $293 $11 3.82%
------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities $157,680 $6,533 4.14% $154,981 $7,065 4.56%
Non-Interest-Bearing Liabilities:
- --------------------------------
Demand Deposits $20,117 $18,680
Other Liabilities $846 $3,486
--------------- --------------
TOTAL LIABILITIES $178,643 $177,147
SHAREHOLDER'S EQUITY $20,024 $19,658
=============== ==============
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $198,668 $196,805
- ------------------------------------------------------------------------------------------------------------------------------------
Net Interest Income/Yield $7,404 4.21% $6,499 3.90%
====================================================================================================================================
</TABLE>
Notes:
(1)-Yield assumes a marginal federal tax rate of 34%
(2)-Includes Visa Program & nonaccrual loans.
(3)-Revised since 1998 10KSB-A
<PAGE>
Table I (continued)
Average Balances, Income & Expense, Yields, and Rates
<TABLE>
<CAPTION>
---------------------------------
1997
---------------------------------
Annual
Average Income/ Yield/
(Thousands) Balance Expense Rate
- ---------------------------------------------------------------------------------------------
<S> <C>
ASSETS:
Investments (Book Value):
- -------------------------
Taxable Investments $28,565 $1,644 5.76%
Tax-Exempt Investments (1) $15,923 $741 7.05%
---------------------------------
Total Investments $44,488 $2,386 6.22%
Loans (2) $103,398 $9,391 9.08%
Interest-bearing Deposits $0 $0 0.00%
Fed Funds Sold $8,047 $390 4.85%
---------------------------------
Total Interest Earning Assets $155,932 $12,166 8.05%
Allowance for Loan Losses ($940)
Unrealized Gains & Losses on Investments $170
Total Non-Earning Assets $8,868
==========
TOTAL ASSET $164,029
- ---------------------------------------------------------------------------------------------
LIABILITIES & SHAREHOLDERS' EQUITY:
Interest-bearing Deposits:
- --------------------------
Savings Deposits $68,943 $3,303 4.79%
NOW Deposits $16,642 $493 2.96%
CD's (greater than or equal to) $100,000 $8,634 $403 4.67%
CD's (less than) $100,000 $30,822 $1,705 5.53%
Money Market Deposit Accounts $9,120 $300 3.28%
----------------------------------
Total Interest-bearing Deposits $134,161 $6,203 4.62%
Fed Funds Purchased $0 $0 0.00%
Securities Sold to Repurchase $348 $22 6.24%
----------------------------------
Total Interest-Bearing Liabilities $134,509 $6,225 4.63%
Non-Interest-Bearing Liabilities:
- ---------------------------------
Demand Deposits $11,696
Other Liabilities $434
-----------
TOTAL LIABILITIES $146,639
SHAREHOLDER'S EQUITY $17,738
==========
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $164,377
- ----------------------------------------------------------------------------------------------
Net Interest Income/Yield $5,942 4.06%
==============================================================================================
</TABLE>
Notes:
(1)-Yield assumes a marginal federal tax rate of 34%
(2)-Includes Visa Program & nonaccrual loans.
(3)-Revised since 1998 10KSB-A
<PAGE>
Table II
Volume & Rate Analysis of Changes in Net Interest Income
<TABLE>
<CAPTION>
------------------------------------------------------------------
(Thousands) 1999 vs 1998 1998 vs 1997
------------------------------------------------------------------
Change Change Change Change
due to due to Total due to due to Total
Volume Rate Change Volume Rate Change
------------------------------------------------------------------
<S> <C>
Investments:
- ------------
Taxable Investments $541 $74 $615 $402 $85 $487
Tax-Exempt Investments ($194) ($7) ($202) $303 $1 $304
------------------------------------------------------------------
Total Investments $346 $68 $413 $706 $85 $791
Loans $963 ($401) $562 $416 ($215) $201
Interest-bearing Deposits $0 $0 $0 $0 $0 $0
Fed Funds Sold ($530) ($72) ($602) $352 $54 $406
==================================================================
Total Interest Earning Assets $861 ($488) $373 $1,497 ($99) $1,397
Interest-bearing Deposits:
- -------------------------
Savings Deposits $16 ($238) ($222) ($46) ($155) ($200)
NOW Deposits $127 ($46) $80 $149 $21 $169
CD's (greater than or equal to) $100,000 ($27) ($40) ($67) $157 $56 $213
CD's (less than) $100,000 ($152) ($247) ($399) $630 ($14) $616
Money Market Deposit Accounts ($11) ($6) ($17) $65 ($12) $53
------------------------------------------------------------------
Total Interest-bearing Deposits $59 ($684) ($624) $935 ($84) $851
Fed Funds Purchased $55 $0 $55 $0 $0 $0
Securities Sold to Repurchase $36 $1 $37 ($3) ($7) ($11)
==================================================================
Total Interest-Bearing Liabilities $126 ($658) ($532) $932 ($91) $840
Change in Net Interest Income $736 $170 $905 $565 ($8) $557
</TABLE>
Notes:
- ------
Changes due to a combination of volume and rates are allocated proportionately
to `Due to Volume' and `Due to Rates'.
<PAGE>
Table III
Investment Maturities & Average Yields
as of 12/31/99
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
One Year or
Less or No One to Five Five to Ten Over Ten
(Thousands) Maturity Years Years Years Total
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
U.S. Treasury & Agency Securities
Book Value $500 $6,643 $4,036 $0 $11,179
Market Value $498 $6,464 $3,860 $0 $10,823
Weighted average yield 6.09% 5.73% 6.60% 0.00% 6.06%
- ---------------------------------------------------------------------------------------------------------------------------
States & Political Subdivisions Securities
Book Value $250 $6,221 $14,263 $924 $21,658
Market Value $251 $6,172 $13,700 $855 $20,978
Weighted average yield 7.53% 6.79% 6.73% 6.44% 6.75%
- ---------------------------------------------------------------------------------------------------------------------------
Other Securities:
Book Value $491 $6,263 $11,755 $3,989 $22,498
Market Value $483 $6,067 $10,973 $3,847 $21,370
Weighted average yield 4.47% 6.10% 6.16% 5.93% 6.07%
- ---------------------------------------------------------------------------------------------------------------------------
Total Securities:
Book Value $1,241 $19,127 $30,054 $4,913 $55,336
Market Value $1,233 $18,702 $28,533 $4,702 $53,170
Weighted average yield 5.74% 6.20% 6.49% 6.03% 6.33%
- ---------------------------------------------------------------------------------------------------------------------------
Notes:
Yields on tax-exempt securities have been computed on a tax-equivalent basis using a 34% marginal rate.
</TABLE>
<PAGE>
Table IV
Types of Loans
<TABLE>
<CAPTION>
-------------------------------------------------------------
(Thousands) 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Commercial $11,081 $11,679 $9,649 $10,744 $10,113
- ----------------------------------------------------------------------------------------------------------------------
Real Estate - Construction $5,438 $1,130 $2,385 $1,859 $970
- ----------------------------------------------------------------------------------------------------------------------
Real Estate - Mortgage $95,912 $82,739 $76,541 $73,147 $68,254
- ----------------------------------------------------------------------------------------------------------------------
Installment and Other (includes Visa program) $18,673 $18,697 $16,222 $15,769 $14,722
======================================================================================================================
Total $131,105 $114,245 $104,796 $101,519 $94,059
</TABLE>
Notes:
Deferred loan costs & fees not included.
Allowance for loan losses not included.
<PAGE>
Table V
Loan Maturity Schedule of Selected Loans
as of December 31, 1999
<TABLE>
<CAPTION>
----------------------------------------------------------------------
One Year or Less One to Five Years Over Five Years
----------------------------------------------------------------------
Fixed Variable Fixed Variable Fixed Variable
(Thousands) Rate Rate Rate Rate Rate Rate
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial $3,600 $5,307 $1,958 $0 $141 $0
- ----------------------------------------------------------------------------------------------------------------------------
Real Estate - Construction $5,438 $0 $0 $0 $0 $0
- ----------------------------------------------------------------------------------------------------------------------------
Real Estate - Mortgage $909 $14,191 $11,815 $43,052 $25,686 $208
- ----------------------------------------------------------------------------------------------------------------------------
Installment and Other (includes Visa program) $1,173 $9,219 $6,491 $0 $1,991 $0
============================================================================================================================
Totals $11,120 $28,717 $20,264 $43,052 $27,819 $208
</TABLE>
Notes:
Loans with immediate repricing are shown in the 'One Year or Less' category.
<PAGE>
Table VI
Risk Elements
<TABLE>
<CAPTION>
-----------------------------------------------------------
(Thousands) 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Non-accrual Loans $0 $79 $126 $17 $77
- -------------------------------------------------------------------------------------------------------------------------------
Restructured Loans $0 $0 $0 $0 $0
- -------------------------------------------------------------------------------------------------------------------------------
Foreclosed Properties $925 $1,494 $1,379 $629 $1,128
- --------------------------------------------------------------------===========================================================
Total Non-performing Assets $925 $1,572 $1,505 $646 $1,204
- -------------------------------------------------------------------------------------------------------------------------------
Loans past due 90+ days as to principal or interest
payments & accruing interest $793 $ 232 $ 594 $607 $ 50
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
For non-accrual & restructured loans, Gross interest income
which would have been recorded under original loan terms
for the year ended $ 2 $ 4 $ 17 $ 1 n/a
- -------------------------------------------------------------------------------------------------------------------------------
For non-accrual & restructured loans, Gross interest income
recorded for the year ended $ 2 $ 4 $ 17 $ 1 n/a
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Potential problem loans as of 12/31/99 not reported above: $213 $ 236 $ 74 $106 $67
- -------------------------------------------------------------------------------------------------------------------------------
Notes:
Loans receivable that management has the intent and ability to hold for the foreseeable future or until
maturity or payoff are reported at their outstanding unpaid principal balances reduced by any charge-offs or
specific valuation accounts and net of any unearned discount and fees and costs on originating loans.
Loan origination fees and certain direct origination costs for real estate mortgage loans are capitalized and
recognized as an adjustment of the yield of the related loans.
The accrual of interest on impaired loans is discontinued when, in management's opinion, the borrower may be
unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued
interest is reversed. Interest income is subsequently recognized only to the extent cash payments are
received.
The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of
recoveries). Management's periodic evaluation of the adequacy of the allowance is based on past loan loss
experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability
to repay, the estimated value of any underlying collateral, and current economic conditions.
</TABLE>
<PAGE>
Table VII
s Summary of Allowance for Loan Losses
<TABLE>
<CAPTION>
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
========================================================================
<S> <C>
Balance, beginning of period $1,012 $861 $1,020 $925 $962
Loans charged off:
Commercial & other $ 0 ($ 20) ($ 15) ($ 5) ($ 7)
Real estate - construction $ 0 $ 0 $ 0 $ 0 $ 0
Real estate - mortgage ($ 59) ($ 30) ($ 228) ($201) ($ 10)
Installment & Other (including Visa program) ($ 105) ($ 27) ($ 125) ($ 28) ($ 89
-----------------------------------------------------------------------
Total loans charged off ($ 165) ($ 77) ($ 368) ($233) ($106)
Recoveries of loans previously charged off:
Commercial & other $ 0 $ 6 $ 0 $ 8 $ 1
Real estate - construction $ 0 $ 0 $ 0 $ 0 $ 0
Real estate - mortgage $ 0 $ 1 $ 0 $ 0 $ 6
Installment & Other (including Visa program) $ 15 $ 12 $ 6 $ 15 $ 4
------------------------------------------------------------------------
Total recoveries $ 15 $ 20 $ 6 $ 23 $ 11
------------------------------------------------------------------------
Net charge offs ($ 149) ($ 57) ($ 362) ($210) ($ 95)
Provision for loan losses $ 335 $208 $ 203 $305 $ 58
========================================================================
Balance, end of period $1,198 $1,012 $ 861 $1,020 $925
Average loans outstanding during the period $120,004 $108,221 $103,398 $97,935 $90,046
Ratio of net charge-offs during the period to
average loans outstanding during the period 0.12% 0.05% 0.35% 0.21% 0.11%
See Note 1 to Financial Statements, Loans receivable paragraph, for a description of the factors which
influenced management's determination of the provision charged to operating expense.
</TABLE>
<PAGE>
Table VIII
Allocation of the Allowance for Loan Losses
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
(Thousands) 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
----------------------------------------------------------------------------------------------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
====================================================================================================================================
<S> <C>
Commercial $62 5.2% $90 8.9% $84 9.8% $137 13.4% $140 15.1%
- ------------------------------------------------------------------------------------------------------------------------------------
Real estate - construction $23 1.9% $5 0.5% $9 1.0% $6 0.6% $3 0.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Real estate - mortgage $920 76.8% $758 74.9% $659 76.6% $808 79.2% $719 77.7%
- ------------------------------------------------------------------------------------------------------------------------------------
Installment & Other
(including Visa program) $193 16.1% $159 15.7% $108 12.6% $69 6.8% $64 6.9%
====================================================================================================================================
Total $1,198 100.0% $1,012 100.0% $861 100.0% $1,020 100.0% $925 100.0%
</TABLE>
<PAGE>
Table IX
Average Deposits & Rates
<TABLE>
<CAPTION>
----------------------------------------------------------------------
1999 1998 1997
----------------------------------------------------------------------
Average Yield/ Average Yield/ Average Yield/
(Thousands) Balance Rate Balance Rate Balance Rate
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Non-interest bearing Demand Deposits $20,117 0.00% $18,680 0.00% $11,696 0.00%
Interest bearing Deposits:
NOW Accounts $26,188 2.84% $21,485 3.08% $16,642 2.96%
Regular Savings $68,334 4.22% $67,981 4.56% $68,943 4.79%
Money Market Deposit Accounts $10,864 3.09% $11,205 3.15% $9,120 3.28%
Time Deposits:
CD's $100,000 or more $11,169 4.92% $11,698 5.27% $8,634 4.67%
CD's less than $100,000 $39,422 4.87% $42,319 5.48% $30,822 5.53%
Total Interest bearing Deposits $155,977 4.14% $154,688 4.56% $134,161 4.62%
- ----------------------------------------------------------------------------------------------------------------------
Total Average Deposits $176,094 3.65% $173,368 4.07% $145,857 4.25%
</TABLE>
<PAGE>
Table X
Maturity Schedule of Time Deposits of $100,000 or more
<TABLE>
<CAPTION>
(Thousands)
12/31/99 12/31/98 12/31/97
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3 months or less $4,155 $2,280 $4,700
3-6 months $6,296 $5,338 $1,978
6-12 months $1,853 $2,775 $2,212
Over 12 months $2,199 $2,159 $2,142
============================================================================================================
Totals $14,503 $12,552 $11,032
</TABLE>
<PAGE>
Table XI
Return on Equity & Assets
<TABLE>
<CAPTION>
----------------------------------------------------------------
1999 1998 1997
----------------------------------------------------------------
<S> <C>
Net Income $2,175,378 $1,930,900 $1,959,832
Average Total Assets $198,668,000 $196,805,000 $161,831,000
- -----------------------------------------------------------------------------------------------------------------------------
Return on Assets 1.1% 1.0% 1.2%
- -----------------------------------------------------------------------------------------------------------------------------
Average Equity $20,024,000 $19,658,000 $16,844,000
- -----------------------------------------------------------------------------------------------------------------------------
Return on Equity 10.9% 9.8% 11.6%
- -----------------------------------------------------------------------------------------------------------------------------
Dividends declared per share $0.78 $0.70 $0.63
Average Shares Outstanding 1,167,467 1,156,634 1,146,438
Average Diluted Shares Outstanding 1,187,295 1,176,462 1,162,677
Net Income per Share $1.86 $1.67 $1.71
Net Income per Diluted Share $1.83 $1.64 $1.69
- -----------------------------------------------------------------------------------------------------------------------------
Dividend Payout Ratio 41.9% 41.9% 36.9%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Equity to Assets Ratio 10.1% 10.0% 10.4%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Table XII
Interest Rate Sensitivity Analysis
as of 12/31/99
<TABLE>
<CAPTION>
------------------------------------------------------------------------
<S> <C>
(Thousands) Within 3 3-12 Over 5
months Months 1-5 Years Years Total
------------------------------------------------------------------------
Interest-Bearing Due From Banks $100 $0 $0 $0 $100
Fed Funds Sold $0 $0 $0 $0 $0
Investments (Market Value) $0 $1,233 $18,702 $33,236 $53,170
Loans $22,000 $12,656 $63,316 $33,133 $131,105
==================================================================================================================================
Total Earning Assets $22,100 $13,889 $82,018 $66,368 $184,375
NOW Accounts $10,345 $0 $14,548 $0 $24,893
MMDA's $7,187 $0 $3,280 $0 $10,467
Savings $27,670 $0 $33,818 $0 $61,488
CD's (less than) $100,000 $11,187 $26,789 $7,487 $15 $45,478
CD's (greater than or equal to) $100,000 $4,155 $8,149 $2,199 $0 $14,503
- ----------------------------------------------------------------------------------------------------------------------------------
Total Deposits $60,544 $34,938 $61,332 $15 $156,829
Fed Funds Purchased $0 $0 $0 $0 $0
Securities Sold to Repurchase $1,283 $0 $0 $0 $1,283
==================================================================================================================================
Total Interest Bearing Liabilities $61,827 $34,938 $61,332 $15 $158,113
Rate Sensitive Gap ($39,727) ($21,049) $20,686 $66,354 $26,263
Cumulative Gap ($39,727) ($60,777) ($40,091) $26,263
</TABLE>
Note: Visa Receivables are classified as `Within 3 Month' Loans.
<PAGE>
ITEM 2: PROPERTIES
The Company owns no property, however its subsidiary, the Bank of Lancaster owns
the following properties, free of any encumbrances:
Main Office Northside Branch White Stone Branch
The Bank of Lancaster Lancaster Square Center Route 3
100 South Main Street Kilmarnock, Virginia White Stone, Virginia
Kilmarnock, Virginia
Operations Center Montross Branch Warsaw Branch
West Church Street Route 3, Kings Highway West Richmond Road
Kilmarnock, Virginia Montross, Virginia Warsaw, Virginia
Bay Trust Company
Main Street
Kilmarnock, Virginia
Through the normal course of business, the Bank maintains an inventory of
foreclosed properties known as Other Real Estate Owned, or OREO. This inventory
is held at fair value, therefore the Bank expects no losses on these properties.
Balances in OREO as of December 31, 1999 were $925,044. Further information
regarding Other Real Estate Owned can be found in Note 1 of the 1999 Annual
Report to Shareholders and is hereby incorporated by reference.
Further information regarding property of the Company is incorporated herein by
reference from Note 5 of the Company's 1999 Annual Report to Shareholders.
ITEM 3: LEGAL PROCEEDINGS
The Company is currently not involved in any material legal proceeding other
than the ordinary & routine litigation incidental to its business.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the quarter
ended December 31, 1999.
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company currently has only one classification of Common Equity outstanding,
that being Common Stock. No established public trading market currently exists
for the Company's common stock. No brokerage firm regularly makes a market for
the stock, and trades in the Company's stock occur infrequently on a local
basis. Accordingly, the quotations set forth below do not necessarily reflect
the price that would be paid in an active and liquid market. The Company from
time to time, on an informal basis, attempts to match or pair persons who desire
to buy and sell the Company's stock. As of December 31, 1999, there were 733
stockholders of record, 523 of which participate in the Company's Dividend Re-
investment Plan. During 1999, the Company issued shares for the Dividend Re-
investment Plan at 95% of market value at the date of acquisition. As of January
1, 2000, the Dividend Re-investment Plan will issue shares at 100% of market
value at the date of acquisition.
<PAGE>
A limited number transfers have occurred since year-end in which the
price per share was $35.50. Further market information is as follows:
<TABLE>
<CAPTION>
COMMON EQUITY MARKET DATA
SALES PRICE SALES PRICE
1999 HIGH LOW DIVIDEND 1998 HIGH LOW DIVIDEND
<S> <C> <C> <C> <C> <C> <C> <C>
QTR 1 $33.50 $32.50 0.19 QTR 1 $27.50 $26.50 0.17
QTR 2 $36.00 $33.00 0.19 QTR 2 $33.00 $27.50 0.17
QTR 3 $36.00 $33.00 0.19 QTR 3 $33.00 $31.50 0.17
QTR 4 $38.00 $33.00 0.21 QTR 4 $33.50 $31.50 0.19
</TABLE>
At December 31, 1999, there were 1,165,323 shares of common stock outstanding
held by 733 holders of record.
For further information regarding Common Equity, refer to Note 10 of the Annual
Report to Shareholders, incorporated herein by reference.
ITEM 6: SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Table XIII
Selected Financial Data
Years Ended December 31, 1999 1998 1997 1996 1995
=======================================================================================================================
<S> <C> <C> <C> <C> <C>
(Thousands)
FINANCIAL CONDITION
Total Assets $ 199,773 200,271 169,006 159,333 156,167
Total Loans, net of allowance 130,432 113,643 104,203 100,711 93,213
Total Deposits 177,702 178,269 149,605 142,110 140,289
Stockholders' Equity
before FAS 115 21,135 19,882 18,421 16,833 15,250
after FAS 115 19,706 20,508 18,692 16,785 15,467
Average Assets 198,668 196,805 161,831 156,834 150,971
Average Loans, net of allowance 118,861 107,263 102,662 94,681 90,046
Average Deposits 176,094 173,368 144,257 140,755 136,430
Average Equity, after FAS 115 20,024 19,658 16,844 15,771 14,252
RESULTS OF OPERATIONS
Interest Income $ 13,937 13,564 12,222 11,628 11,274
Interest Expense 6,533 7,065 6,225 6,105 6,540
Net Interest Income 7,404 6,499 5,997 5,523 4,734
Provision for Loan Losses 335 208 203 305 58
Net Interest Income after Provision 7,069 6,290 5,794 5,218 4,676
Gain/(Loss) on Sales of Investments 35 205 3 54 57
Noninterest Income 1,542 1,481 1,186 1,086 878
Noninterest Expense 5,712 5,488 4,375 3,985 3,727
Income before Taxes 2,933 2,488 2,608 2,374 1,885
Income Taxes 758 557 648 542 361
Net Income 2,175 1,931 1,960 1,832 1,524
RATIOS
Total Capital to Risk Weighted Assets 15.5% 15.9% 17.1% 18.9% 19.3%
Tier 1 Capital to Risk Weighted Assets 14.6% 15.1% 16.7% 17.8% 18.2%
Leverage Ratio 9.7% 9.0% 10.7% 10.7% 10.5%
Return on Average Assets 1.1% 1.0% 1.2% 1.2% 1.0%
Return on Average Equity 10.9% 9.8% 10.5% 11.6% 10.7%
Loan Loss Reserve to Loans 0.9% 0.9% 0.8% 1.1% 1.0%
Dividends paid as a percent of Net Income 41.8% 41.9% 36.9% 35.1% 38.1%
Average Equity as a percent of Average Assets 10.1% 10.0% 10.4% 10.1% 9.4%
Average shares outstanding 1,167,467 1,156,634 1,146,438 1,116,396 1,097,764
Average Diluted shares outstanding 1,187,295 1,176,462 1,162,677 1,127,482 1,107,218
PER SHARE DATA
Basic Earnings per share (EPS) $ 1.86 1.67 1.71 1.64 1.39*
Diluted Earnings per share (EPS) 1.83 1.64 1.69 1.62 1.38*
Cash Dividends per share 0.78 0.70 0.63 0.58 0.53*
Book Value per share
before FAS 115 18.14 17.07 16.01 14.86 13.77*
after FAS 115 16.91 17.61 16.24 14.81 13.96*
GROWTH RATES
Year end Assets -0.2% 18.5% 6.1% 2.0% 3.7%
Year end Loans 14.8% 9.1% 3.5% 8.0% 6.4%
Year end Deposits -0.3% 19.2% 5.3% 1.3% 2.4%
Year end Equity
before FAS 115 6.3% 7.9% 9.4% 10.4% 8.6%
after FAS 115 -3.9% 9.7% 11.4% 8.5% 16.3%
Average Assets 0.9% 21.6% 3.2% 3.9% 2.6%
Average Loans, net of allowance 10.8% 4.5% 8.4% 5.1% 10.0%
Average Deposits 1.6% 20.2% 2.5% 3.2% 2.3%
Average Equity 1.9% 16.7% 6.8% 10.7% 8.8%
Net Income 12.7% -1.5% 7.0% 20.2% 10.6%
Cash Dividends declared 11.4% 11.1% 8.6% 9.4% 8.2%
Book Value
before FAS 115 6.3% 6.6% 7.7% 7.9% 7.0%
after FAS 115 -4.0% 8.4% 9.7% 6.1% 14.4%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Note: Restated to reflect the effects of the 2-for-1 stock split of May, 1996.
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations is incorporated herein by reference to the 1999 Annual Report to
Shareholders.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements of the Company are incorporated herein by reference to the
1999 Annual Report to Shareholders. Certain other financial information is
provided in the tables below.
Bay Banks of Virginia, Inc.
Parent Only Balance Sheet
December 31, 1999
ASSETS 1999 1998
------------------------------
Cash and due from banks $ 2,113,231 $ 2,470,587
Federal funds sold
Investments (incl unreal G/L) -- --
Loans -- --
Allowance for loan losses -- --
Premises and equipment -- --
Other real estate owned -- --
Other assets -- --
- ---------------------------------------------------------------------------
Investment In Subsidiary Bank of Lancaster 17,322,106 18,000,008
Investment in Subsidiary Bay Trust Company 238,479 --
Investment In Subsidiary Chesapeake Holdings 701 3,327
Organizational Expenses 32,254 41,049
Due From Subsidiary Chesapeake Holdings 17,060
- ---------------------------------------------------------------------------
Total assets $19,706,771 $20,532,031
- ---------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Total deposits $ -- $ --
Fed Funds Purchased -- --
Other liabilities 432 23,418
- ---------------------------------------------------------------------------
Total liabilities $ 432 $ 23,418
- ---------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock - $5 par value
Authorized - 5,000,000 shares;
Outstanding-1,165,323 and 1,164,728 $ 5,826,617 $ 5,823,640
Additional paid-in capital 12,332,403 12,126,121
Retained Earnings 2,976,243 1,932,352
Net unrealized G/L on AFS Securities (1,428,924) 626,500
- --------------------------------------------------------------------------------
Total shareholders' equity 19,706,339 20,508,613
- --------------------------------------------------------------------------------
Total liabilities and shareholders' equity $19,706,771 $20,532,031
Bay Banks of Virginia, Inc.
Parent Only Income Statement
December 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C>
INTEREST INCOME
Loans receivable (incl fees) $ -- $ -- $ --
Securities -- -- --
Federal funds sold -- -- --
- --------------------------------------------------------------------------------
Total interest income -- -- --
- --------------------------------------------------------------------------------
INTEREST EXPENSE
Deposits -- -- --
- --------------------------------------------------------------------------------
Total interest expense -- -- --
- --------------------------------------------------------------------------------
NET INTEREST INCOME -- -- --
Provision for loan losses -- -- --
- --------------------------------------------------------------------------------
Net interest income after
provision for loan losses -- -- --
- --------------------------------------------------------------------------------
NONINTEREST INCOME
Income from fiduciary activities -- --
Other service charges and fees -- --
Net securities gains -- --
Other income -- --
Dividend Income from Subsidiary 850,000 1,352,000 1,371,000
Undistributed Earnings of BOL 1,377,522 607,601 588,835
Undistributed Earnings of Bay Trust (1,521) --
Undistributed Earnings of CHC (19,686) (16,773)
- --------------------------------------------------------------------------------
Total noninterest income $2,206,315 $1,942,828 $1,959,835
- --------------------------------------------------------------------------------
NONINTEREST EXPENSES
Salaries and employee benefits $ -- --
Occupancy expense -- --
Deposit insurance premium -- --
Other expense 30,937 11,928 2
- --------------------------------------------------------------------------------
Total noninterest expenses 30,937 11,928 2
- --------------------------------------------------------------------------------
Income before income taxes 2,175,378 1,930,900 1,959,833
Income tax expense -- -- --
- --------------------------------------------------------------------------------
NET INCOME $2,175,378 1,930,900 $1,959,833
</TABLE>
Bay Banks of Virginia, Inc.
Parent Only
Statement of Cash Flows
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
For the year ended December 31, 1999 1998 1997
================================================================================================================
(Thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $2,175 $1,931 $1,290
Adjustments to reconcile Net Income to Net Cash Provided by
Operating Activities:
Equity in undistributed (earnings) losses of subsidiaries ($1,356) ($591) ($1,290)
Increase (decrease) in other assets $1,421 ($170)
Increase (decrease) in other liabilities $23
Other ($44)
- ----------------------------------------------------------------------------------------------------------------
Net Cash Provided (used) by Operating Activities $2,240 $1,193 ($44)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for investments in and advances to subsidiaries ($240) ($20)
Sale or repayment of investments in and advances to subsidiaries
Other $1,371
- ----------------------------------------------------------------------------------------------------------------
Net Cash Provided (used) by Investing Activities ($240) ($20) $1,371
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances from subsidiaries $17
Repayment of advances from subsidiaries ($23)
Proceeds from issuance of common stock $390 $434 $15
Payments to repurchase common stock ($181)
Dividends paid ($910) ($810) ($199)
Other ($1,651) $531
- ----------------------------------------------------------------------------------------------------------------
Net Cash Provided (used) by Financing Activities ($2,358) $155 ($184)
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in Cash & Cash Equivalents ($358) $1,328 $1,143
Cash & Cash Equivalents at beginning of year $2,471 $1,143 $0
================================================================================================================
Cash & Cash Equivalents at end of year $2,113 $2,471 $1,143
</TABLE>
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements between the Company and its independent
auitors in the last two fiscal years.
<PAGE>
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The only Non-Director Executive Officer of the Company is listed below. All
other required information on the Executive Officers and Directors of the
Company is detailed in the Definitive Proxy Statement and is incorporated
herein by reference.
NON-DIRECTOR EXECUTIVE OFFICERS
Term Principal
Executive Age Position Years Occupation
- ----------------------- --- --------- ----- ---------------------------
Paul T. Sciacchitano 49 Treasurer 6 E.V.P. of Bank of Lancaster
and President of
Bay Trust Company
ITEM 11: EXECUTIVE COMPENSATION
Executive compensation is listed in the Definitive Proxy Statement to
Shareholders and is incorporated herein by reference.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Security ownership of certain beneficial owners and management is detailed in
the Definitive Proxy Statement to Shareholders, and is incorporated herein by
reference.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain relationships and related transactions are detailed in the Definitive
Proxy Statement to Shareholders and are incorporated herein by reference.
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)1. Financial Statements included in Exhibit 13.0, 1999 Annual Report
to Shareholders:
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income - Years ended 1999, 1998, and
1997 Consolidated Statements of Changes in Shareholders'
Equity - Years ended December 31, 1999, 1998, and 1997
Consolidated Statements of Cash Flows - Years ended December 31,
1999, 1998, and 1997
<TABLE>
<CAPTION>
(a)2. Financial Statement Schedules
Schedule Location
<S> <C>
Average Balances, Income & Expense, Yields, and Rates Part I, Item 1
Volume & Rate Analysis of Changes in Net Interest Income Part I, Item 1
Investment Maturities & Average Yields Part I, Item 1
Types of Loans Part I, Item 1
Loan Maturity Schedule of Selected Loans Part I, Item 1
Risk Elements Part I, Item 1
Summary of Allowance for Loan Losses Part I, Item 1
Average Deposits & Rates Part I, Item 1
Maturity Schedule of Time Deposits of $100,000 or more Part I, Item 1
Return on Equity & Assets Part I, Item 1
Interest Rate Sensitivity Analysis Part I, Item 1
Common Equity Market Data Part II, Item 5
</TABLE>
<PAGE>
Selected Financial Data Part II, Item 6
Non-Director Executive Officers Part III, Item 10
(a)3. Exhibits:
No. Description
- --------- -----------
3.0 Articles of Incorporation and Bylaws of Bay Banks of Virginia, Inc.
(Incorporated by reference to Appendix I to Exhibit A of previously
filed Form 424B3, Commission File number 333-2259 dated March 23,
1997.)
10.1 Incentive Stock option plan (Incorporated by reference to the
previously filed Form S-4EF, Commission File number 333-22579 dated
February 28,1997.)
10.2 Non employee directors stock option plan.
11.0 Statement re: Computation of per share earnings. (Incorporated by
reference to Note 1 in the 1999 Annual Report to Shareholders.)
13.0 1999 Annual Report to Shareholders for the year ended December 31,
1999.
21.0 Subsidiaries of the Company are filed herewith.
23.0 Consent of Auditors is filed herewith.
27.0 Financial Data Schedule is filed herewith.
(b) Reports filed on Form 8K. (not an Exhibit)
There was one filing on Form 8K during the fourth quarter of 1999.
Item 5. Other Events
On December 17, 1999, the Registrant announced that its Board of Directors
approved on November 30, 1999 a share repurchase program for its common stock.
The Board of Directors approved the repurchase of up to 25,000 shares of common
stock from time to time, based on, among other things, market price and
availability.
No financial statements were filed with the report.
<PAGE>
SIGNATURES
In accordance with the requirements of Section 13 (or 15d) of the Exchange Act,
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 30th day of March 2000.
Bay Banks of Virginia, Inc.
/s/ Austin L. Roberts, III
-----------------------------
Austin L. Roberts, III,
President and Chief Executive Officer
In accordance with the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant, in the
capacities indicated on the 30th day of March 2000.
/s/ Ammon G. Dunton, Jr.
------------------------
Ammon G. Dunton, Jr.
Chairman, Board of Directors
/s/ Austin L. Roberts, III
--------------------------
Austin L. Roberts, III
President and CEO
/s/ Weston F. Conley, Jr.
-------------------------
Weston F. Conley, Jr.
Director
/s/ William A. Creager
----------------------
William A. Creager
Director
/s/ Thomas A. Gosse
-------------------
Thomas A. Gosse
Director
/s/ W. Bruce Sanders
--------------------
W. Bruce Sanders
Director
/s/ Paul T. Sciacchitano
------------------------
Paul T. Sciacchitano
Treasurer
Supplemental Information
The company's Definitive Proxy Statement will be sent to security holders
subsequent to the filing of this Form 10-K.
<PAGE>
Exhibit 10.2
1999 Non Employee Directors Stock Option Plan.
Purpose. The Plan will benefit the Company by promoting a greater identity of
interest between non-employee directors of the Company and its subsidiaries
(each referred to as a "Participant") and its stockholders by increasing each
participants proprietary interest in the Company through the awareness of
options to purchase Company common stock (each referred to as an "Option").
Eligibility. Each non-employee director of the Company and any of its
subsidiaries is eligible to participate in the Plan. The Company and Bank
currently have twelve non-employee directors. Each Participant will receive an
Option for 250 shares of Company common stock on May 18, 2000 and on each
succeeding anniversary (the "Grant Date") during the term of the Plan. If an
individual serves as a director of both the Company and the Bank or any other
subsidiary, that individual will be eligible only for a single grant under the
Plan in any one-year.
Administration. The Plan will be administered by the Board of Directors. The
Board has no discretion in determining who will receive an Option or the number
of shares allocated to a Participant or the terms of any Option. The terms are
set forth in the Plan and are summarized below.
Options. A total of 25,000 shares of Company common stock may be issued upon the
exercise of Options granted under the Plan. The maximum number of shares that
may be issued under the Plan, and the terms of outstanding Options, will be
proportionately adjusted to reflect an future stock dividend, stock split, or
similar changes in the capitalization of the Company.
Terms of the Options. The exercise price per share of an Option will be the fair
market value of the common stock on the Grant Date. The price may be paid in
cash or by surrendering shares of Company common stock to the Company. Options
will first become exercisable six months after the grant date and will have a
term of ten years.
Options are nontransferable except by will or the laws of descent and
distribution. During the Participant's lifetime, the Participant's Options may
be exercised only by the Participant.
A Participant will not have any rights as a shareholder with respect to shares
covered by Options until the Option is exercised.
Federal Income Tax Consequences. No income is recognized by a Participant on
account of the grant of an Option. Income is recognized on the date that an
Option is exercised. The amount of income recognized by the Participant is equal
to the difference between the fair market value of the shares received upon such
exercise and the Options price. Any gain or loss that is recognized on a
subsequent disposition of the shares is taxed as a long or short term capital
gain or loss.
The Company is entitled to claim a federal income tax deduction upon the
exercise of an Option. The amount of the Company's deduction is equal to the
amount of income recognized by the Participant.
Amendments. The Board of Directors may amend or discontinue the Plan at any
time, provided that no amendment may impair the rights of any Option holder
without his or her consent, and further provided that any amendment shall be
subject to approval of stockholder if such approval is necessary to comply with
any tax or regulatory requirement.
<PAGE>
Exhibit 13.0
FINANCIAL HIGHLIGHTS Annual Report 1999
(Dollars in Thousands except per share amounts)
<TABLE>
<CAPTION>
Percent
At Year End 1999 1998 Change
<S> <C> <C> <C>
Assets $199,773 $200,271 (0.2%)
Loans (Net) 130,432 113,643 14.8%
Deposits 177,702 178,269 (0.3%)
Stockholders Equity
Before SFAS 115 Adjustment 21,135 19,882 6.3%
After SFAS 115 Adjustment 19,706 20,508 (3.9%)
Book Value Per Share
Before SFAS 115 Adjustment $ 18.14 $ 17.07 6.3%
After SFAS 115 Adjustment $ 16.91 $ 17.61 (4.0%)
Averages For The Year
Assets $198,668 $196,805 .95%
Loans (Net) 118,861 107,263 10.8%
Deposits 176,094 173,368 1.6%
Stockholders Equity after SFAS 115 20,024 19,658 1.9%
For The Year
Interest Income $ 13,937 $ 13,564 2.7%
Interest Expense 6,533 7,065 (7.5%)
Net Interest Income 7,404 6,499 13.9%
Net Income 2,175 1,931 12.7%
Per Share $ 1.86 $ 1.67 11.4%
Cash Dividends 910 810 12.3%
Per Share $ 0.78 $ 0.70 11.4%
Significant Ratios
Risk Based Capital
Total Capital to Risk Weighted Assets 15.5% 16.9%
Tier 1 Capital to Risk Weighted Assets 14.6% 15.1%
Leverage Ratio 9.7% 9.0%
Return on Average Assets 1.1% 1.0%
Return on Average Equity 10.9% 9.8%
Loan Loss Reserve to Gross Loans 0.9% 0.9%
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is intended to assist readers in understanding and
evaluating the financial condition and results of operations of Bay Banks of
Virginia, Inc., (the "Company"). This discussion should be read in conjunction
with the financial statements and other financial information contained else-
where in this annual report.
Bay Banks of Virginia, Inc. is a bank holding company, organized under the
laws of Virginia on February 10, 1997. As of July 1, 1997, Bay Banks of Vir-
ginia, Inc. assumed ownership of 100% of the stock of the Bank of Lancaster.
Prior to this date the Company operated as the Bank of Lancaster.
Summary Financial Information
1999 Compared to 1998
Bay Banks of Virginia, Inc. recorded earnings for 1999 of $2,175,378 or
$1.86 per share as compared to 1998 earnings of $1,930,900 and $1.67 per
share. This is an increase in net income of 12.7% over the prior period. Net
interest income for 1999 increased to $7,403,686, up 13.9% as compared to
$6,498,657 for 1998. Non-interest income, before net securities gains, for
1999 increased to $1,542,087 as compared to 1998 non-interest income, before
net securities gains, of $1,480,696. Other non-interest expenses increased to
$5,712,458, up 4.1% over 1998 non-interest expenses of $5,487,747.
1998 Compared to 1997
Earnings for the Bay Banks of Virginia, Inc., were $1,930,900 for 1998,
down 1.5% as compared to 1997 earnings of $1,959,832. 1998 earnings per share
were $1.67 as compared to 1997 earnings per share of $1.71. Net interest in-
come was $6,498,657 for 1998 as compared to $5,996,744 for 1997. This repre-
sents an increase of 8.4% over net interest income for 1997. Non-interest in-
come, before net securities gains, for 1998 was $1,480,696, up 24.8% over 1997
non-interest income, before net securities gain, of $1,186,072. Non-interest
expenses for 1998 were $5,487,747, up 25.4% as compared to 1997 non-interest
expenses of $4,375,265.
Financial Analysis
Net Interest Income
The principal source of earnings for the Company is net interest income.
Net interest income is the difference between interest and fees generated by
earning assets and interest expense paid on deposits and other sources of
funding. It is affected by variations in interest rates, the volume and mix of
earning assets and interest-bearing liabilities, and the levels of non-per-
forming assets.
Net interest income was $7.4 million in 1999, $6.5 million in 1998 and $6.0
million in 1997. This represents an increase in net interest income of 13.9%
for 1999 over 1998 and 8.4% for 1998 over 1997. Competition for loans and de-
posits placed downward pressure on the Company's net interest margin through-
out most of 1999. The result has been a slower than anticipated growth in the
margin. Net interest yield on a fully tax equivalent basis was 5.5%, 5.3% and
5.7% for 1999, 1998 and 1997 respectively. Management expects the trend to
continue as short-term interest rates remain higher than long-term rates, cre-
ating an inverted yield curve. Typically, this economic condition shrinks the
net interest margin of community banks, as they pay rates of interest on de-
posits based on the short-term yield curve, and charge rates of interest on
loans based upon the long-term yield curve.
8
<PAGE>
Annual Report 1999
Non-Interest Income
Total non-interest income decreased slightly to $1.6 million for 1999 from
$1.7 million in 1998 and increased from $1.2 million in 1997. This represents a
decrease of 6.4% for 1999 over 1998 and an increase of 41.8% for 1998 over
1997.
Non-interest income is composed of income from fiduciary activities (trust
department), service charges on deposit accounts, other service charges and
fees, gains on securities, and other miscellaneous income. Trust income im-
proved by $33 thousand during 1999 for an increase of 6.8% as compared to 1998.
Trust income decreased by $43 thousand or 7.9% between 1998 and 1997. Service
charges on deposits increased by $32 thousand, while other service charges in-
creased by $66 thousand during 1999. Other income includes lease income, gains
on the sale of foreclosed property, gains on the sale of fixed assets and other
income. Other income decreased between 1999 and 1998 to $225 thousand from $294
thousand for a decrease of 23.7%. Other income for 1997 was $102 thousand.
While securities trading is not part of the core operating business of the
Company and is therefore not budgeted, the Company may sell a portion of it's
investment portfolio as a means to fund loan growth. Sales of securities during
1999 resulted in net gains of $35 thousand. Steady loan growth throughout the
third and fourth quarters of 1999 created the need to liquidate a portion of
the investment portfolio. This was accomplished in the fourth quarter, thereby
resulting in the sale of $5.9 million in bonds for a net gain of $35 thousand.
Non-Interest Expense
During 1999, non-interest expense increased to $5.7 million from $5.5 mil-
lion in 1998 and $4.4 million in 1997. This represents an increase of 4.1% for
1999 over 1998 and 25.4% for 1998 over 1997. Non-interest expense is composed
of salaries and benefits, occupancy expense, FDIC assessments and other ex-
pense. Salary and benefit expense is the major component of non-interest ex-
pense, and has increased 9.0% and 22.6% for 1999 and 1998 respectively. Bay
Banks of Virginia purchased two branches from another bank in February 1998. Of
the 22.6% increase in salary and benefit expense during 1998, 10.6% was di-
rectly attributable to staffing increases resulting from the purchased branch-
es.
Occupancy expense for 1999 was $643 thousand as compared to $633 thousand
for 1998. This results in an increase of 1.6% for 1999 over 1998. For the com-
parable period, 1998 over 1997, occupancy expenses increased 14.2%. Other ex-
pense for 1999 was $2.1 million as compared to $2.1 million for 1998. There was
a nominal decrease in other expenses of 1.5% during 1999 over 1998 and an in-
crease of 33.3% during 1998 over 1997.
Assets
As of December 31, 1999, the Company had total assets of $199.8 million as
compared to 1998 balances of $200.3 million. Total assets decreased by .2% for
1999 as compared to 1998. Loan growth was strong throughout 1999 while deposit
growth was minimal throughout the majority of the year. Net deposits decreased
during the fourth quarter as loan volume increased. The subsequent sale of in-
vestments resulted in a re-distribution of assets, netting the .2% decrease in
total assets.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Loans
Loan demand was heavy as balances increased by $17.0 million or 14.8% dur-
ing 1999. Year-end 1999 gross loan balances were $132.0 million as compared to
$115.0 million at year-end 1998. The loan portfolio is mainly composed of res-
idential first mortgages. Real estate mortgage and construction loans in ag-
gregate increased to $101.4 million during 1999, from a total of $83.9 million
for 1998. Commercial loan balances decreased to $11.1 million from $11.7 mil-
lion, and consumer installment loans remained at $18.7 million for 1999 and
1998. Of total loans, residential mortgages compose 77.0%, commercial loans
8.4%, and consumer installment 14.2%.
Provision and Allowance for Loan Losses
The provision for loan losses is a charge against earnings that is neces-
sary to maintain the allowance for loan losses at a level consistent with man-
agement's evaluation of the loan portfolio's inherent risk. The 1999 provision
was $335 thousand as compared to $208 thousand for 1998. Loans charged off
during 1999 totaled $165 thousand and for 1998 $77 thousand. Recoveries were
$15 thousand and $20 thousand for 1999 and 1998 respectively. Net loans
charged off to year-end total loans were .13% for 1999 and .07% for 1998. The
allowance for loan losses, as a percentage of year-end loans, was .9% for 1999
and 1998.
As of December 31, 1999, there were no loans upon which the accrual of in-
terest had been discontinued, compared to $79 thousand for year-end 1998.
Other real estate owned, including foreclosed property, at year-end 1999 was
$925 thousand as compared to $1.5 million for 1998. The Company maintains
properties in Other real estate owned at fair value and expects no losses.
Loans still accruing interest but delinquent ninety days or more were $793
thousand or .6% of total loans at December 31, 1999. These balances were $231
thousand and .2% for the comparable period in 1999.
The allowance for loan losses is analyzed for adequacy on a quarterly basis
to determine the required amount of provision. A loan-by-loan review is con-
ducted on all classified loans. Inherent losses on these individual loans are
determined and these losses are compared to historical loss data for that loan
type. Management then reviews the various analyses and determines the appro-
priate allowance. As of December 31,1999, management considers the allowance
for loan losses to be a reasonable estimate of potential loss exposure inher-
ent in the loan portfolio.
Deposits
As of December 31, 1999, the Company maintained total deposits of $177.7
million. This compares to $178.3 million for 1998. Deposits decreased by .3%
for 1999 as compared to 1998. Demand deposits increased to $20.9 million dur-
ing 1999 from $19.9 million at year-end 1998. Savings and NOW account balances
decreased to $96.8 million during 1999 from $104.8 million at year-end 1998.
Other time deposits grew to $60.0 million from $53.7 million at year-end 1998.
10
<PAGE>
Annual Report 1999
Securities
As of December 31, 1999, total investment securities were $53.2 million.
Year-end balances for 1998 were $59.0 million. The Company decreased investment
balances during 1999 as a result of funding needs associated with increasing
loan demand. All of the Company's securities are classified as available for
sale. Available for sale securities are eligible for sale for general liquidity
needs, should loan demand require funding, or if prepayment risk requires ac-
tion. Available for sale securities are carried at fair market value. Through-
out 1999, the Company sold $5.9 million from the investment portfolio, received
$6.8 million from maturities, and purchased $9.9 million.
Liquidity, Interest Rate Sensitivity and Inflation
Sources of liquidity include core deposits, the investment portfolio and
balances held as Federal Funds sold. Cash flows are managed to ensure avail-
ability of liquidity to fund loan growth or unanticipated declines in deposit
balances. As of December 31, 1999, approximately 3.6% of the investment portfo-
lio will mature within one year or less. This compares to a 9.3% maturity ratio
for 1998. At year-end 1999, the Company had approximately $1.9 million in secu-
rities with maturities of one year or less and no Federal Funds sold balances.
Additional liquidity sources include overnight lines of credit with correspond-
ing banks equaling $12 million and available credit at the Federal Home Loan
Bank of Atlanta in the amount of $15.5 million.
The Company employs a variety of measurement techniques to identify and man-
age its exposure to changing interest rates and subsequent changes in liquidi-
ty. The company utilizes an advanced simulation model that estimates interest
income volatility and interest rate risk, and regularly investigates potential
external influences. The Company has, in addition, utilized an Asset Liability
Committee composed of appointed members of management and Board of Directors.
The end result is significant managerial attention to interest income volatil-
ity that may result from changes in the level of interest rates, basic interest
rate spreads, the shape of the yield curve and changing product patterns.
The financial statements and related financial data presented herein have
been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in
terms of historical dollars, without considering changes in the relative pur-
chasing power of money, over time, due to inflation.
Unlike most industrial companies, virtually all of the assets and liabili-
ties of a financial institution are monetary in nature. As a result, interest
rates have a more significant impact on a financial institution's performance
than do general levels of inflation. Interest rates do not necessarily move in
the same magnitude as the prices of goods and services. Another impact of in-
flation is on non-interest expenses, which tend to rise during periods of gen-
eral inflation. The values of real estate held as collateral by the Company for
loans and foreclosed property could be affected by inflation or changing prices
due to market conditions.
Management believes the most significant impact on financial results is the
Company's ability to react to changes in interest rates. As discussed previous-
ly, management attempts to maintain a favorable position between interest sen-
sitive assets and liabilities in order to protect against wide interest rate
fluctuations.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Capital Resources
Equity growth in the Company is supported by three methods; retained earn-
ings, dividend reinvestment and the exercise of stock options granted to offi-
cers. The primary method of supporting growth is achieved through retained
earnings. During 1999, the Company paid dividends to stockholders totaling
41.8% of net income. This pay out ratio was 41.9% in 1998 and 36.9% in 1997.
Based upon this ratio, earnings retained by the Company fall in the range of
58.2% to 63.1% for the three-year period.
In addition, the Company employs a dividend reinvestment plan in which each
stockholder has the option of participation. The plan provides the Company's
stockholders an opportunity to use dividends received to purchase authorized
but unissued shares at 95% of the current market price and with no commission.
Total capital, or shareholders' equity, as of December 31, 1999 was $21.1
million before unrealized gains or losses on investments. This is an increase
of 6.3% over the 1998 capital position of $19.9 million.
The Company accounts for unrealized gains or losses in the investment port-
folio by adjusting capital for any after tax effect of that gain or loss at
the end of a given accounting period. Net unrealized losses were $1.4 million
at December 31, 1999 as compared to unrealized gains of $627 thousand at year-
end 1998.
The Company is required to maintain minimum amounts of capital to total
"risk weighted" assets as defined by Federal Reserve Capital Guidelines. Ac-
cording to "Capital Guidelines for Bank Holding Companies," the Company is re-
quired to maintain a minimum Total Capital to Risk Weighted Asset ratio of
10.0%, a Tier 1 Capital to Risk Weighted Asset ratio of 6.0% and a Tier 1 Cap-
ital to Adjusted Average Asset ratio of 5.0%. As of December 31, 1999, the
Company maintained these ratios at 15.5%, 14.6%, and 9.7% respectively.
Book value per share of common stock was $16.91 at December 31, 1999,
$17.61 in 1998, and $16.24 in 1997. Cash dividends paid during 1999 were $910
thousand or $.78 per share, and for 1998 and 1997 cash dividends were $810
thousand and $724 thousand respectively. Total shares outstanding at December
31, 1999 and 1998 were 1,165,323 and 1,164,728 respectively.
Year 2000 Issues
The Company established a Year 2000 Committee in 1997 in preparation for
the expected technological needs as related to the century date change. The
Company recognized the Year 2000 problem as a significant business issue and
developed a plan and timeline to insure a smooth transition into the Year
2000. The Company experienced no hardware or software failures as a result of
the century date change.
12
<PAGE>
Annual Report 1999
Forward-Looking Statements
In addition to the historical information contained herein, this discussion
contains forward-looking statements that involve risks and uncertainties. Eco-
nomic circumstances, the operations of the Bank, and the Holding Company's ac-
tual results could differ significantly from those discussed in the forward-
looking statements. Some of the factors that could cause or contribute to such
differences are discussed herein, but also include changes in economic condi-
tions in the Company's (or Bank's) market area, changes in policies by regula-
tory agencies, fluctuations in interest rates, demand for loans in the
Company's market, and competition. Any of these factors could cause actual re-
sults to differ materially from historical earnings and those presently antici-
pated or projected.
13
<PAGE>
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks............................ $ 5,260,620 $ 5,260,644
Interest-bearing deposits.......................... 100,000 7,585
Federal funds sold................................. -- 12,007,706
Investment securities available-for-sale........... 53,169,880 59,007,884
Loans receivable, net.............................. 130,431,636 113,642,610
Premises and equipment............................. 4,953,723 4,699,797
Accrued interest receivable........................ 1,598,605 1,541,591
Other real estate owned............................ 925,044 1,513,556
Other assets....................................... 3,333,170 2,589,554
------------ ------------
Total assets....................................... $199,772,678 $200,270,927
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Demand deposits.................................... $ 20,888,591 $ 19,851,650
Savings and NOW deposits........................... 96,848,391 104,761,151
Other time deposits................................ 59,964,985 53,656,050
------------ ------------
Total deposits..................................... 177,701,967 178,268,851
------------ ------------
Other liabilities
Securities sold under repurchase agreements........ 1,283,324 586,228
Other liabilities.................................. 1,081,526 907,708
------------ ------------
Total other liabilities............................ 2,364,850 1,493,936
------------ ------------
Total liabilities.................................. 180,066,817 179,762,787
------------ ------------
Shareholders' Equity
Common stock--$5 par value
Authorized--5,000,000 shares;
Outstanding--1,165,323 and 1,164,728 shares....... 5,826,617 5,823,640
Additional paid-in capital......................... 3,735,576 3,529,294
Retained earnings.................................. 11,572,592 10,528,706
Accumulated other comprehensive income (loss)...... (1,428,924) 626,500
------------ ------------
Total shareholders' equity......................... 19,705,861 20,508,140
------------ ------------
Total liabilities and shareholders' equity......... $199,772,678 $200,270,927
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
14
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
Annual Report 1999
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Interest Income
Loans receivable............................. $10,153,373 $9,591,360 $9,445,708
Investment securities........................ 3,589,106 3,176,277 2,385,736
Federal funds sold........................... 194,382 796,291 390,144
----------- ---------- ----------
Total interest income........................ 13,936,861 13,563,928 12,221,588
----------- ---------- ----------
Interest Expense
Deposits..................................... 6,429,810 7,054,088 6,203,107
Federal funds purchased and securities sold
under repurchase agreements................. 103,365 11,183 21,737
----------- ---------- ----------
Total interest expense....................... 6,533,175 7,065,271 6,224,844
----------- ---------- ----------
Net Interest Income.......................... 7,403,686 6,498,657 5,996,744
Provision for loan losses.................... 335,000 208,367 202,500
----------- ---------- ----------
Net interest income after provision for loan
losses...................................... 7,068,686 6,290,290 5,794,244
----------- ---------- ----------
Non-Interest Income
Income from fiduciary activities............. 528,885 495,398 538,089
Service charges on deposit accounts.......... 352,644 321,100 232,219
Other service charges and fees............... 435,847 369,755 314,040
Net securities gains......................... 34,751 204,853 2,806
Other income................................. 224,711 294,443 101,724
----------- ---------- ----------
Total non-interest income.................... 1,576,838 1,685,549 1,188,878
----------- ---------- ----------
Non-Interest Expenses
Salaries and employee benefits............... 2,953,011 2,708,184 2,208,792
Occupancy expense............................ 643,069 632,697 554,192
Deposit insurance premium.................... 22,096 20,765 17,082
Other expense................................ 2,094,282 2,126,101 1,595,199
----------- ---------- ----------
Total non-interest expenses.................. 5,712,458 5,487,747 4,375,265
----------- ---------- ----------
Income before income taxes................... 2,933,066 2,488,092 2,607,857
Income tax expense........................... 757,688 557,192 648,025
----------- ---------- ----------
Net Income................................... $ 2,175,378 $1,930,900 $1,959,832
=========== ========== ==========
Basic Earnings Per Share
Average shares outstanding.................. 1,167,467 1,156,634 1,146,438
Net income per share of common stock........ $ 1.86 $ 1.67 $ 1.71
Diluted Earnings Per Share
Average shares outstanding.................. 1,187,295 1,176,462 1,162,677
Net income per share of common stock........ $ 1.83 $ 1.64 $ 1.69
</TABLE>
See Notes to Consolidated Financial Statements.
15
<PAGE>
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Accumulated
Additional Other Total
Common Paid-in Retained Comprehensive Shareholders'
Stock Capital Earnings Income (Loss) Equity
---------- ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 1,
1997................... $5,666,088 $2,887,618 $ 8,279,343 $ (48,182) $16,784,867
---------- ---------- ----------- ----------- -----------
Comprehensive income:
Net income............. -- -- 1,959,832 -- 1,959,832
Net changes in
unrealized
appreciation on
available-for-sale
securities, net of
taxes of $164,498..... -- -- -- 319,319 319,319
---------- ---------- ----------- ----------- -----------
Total comprehensive
income............... -- -- 1,959,832 319,319 2,279,151
Cash dividends paid --
$0.63 per share........ -- -- (723,741) -- (723,741)
Sale of common stock --
Dividend reinvestment
plan.................. 70,847 265,852 -- -- 336,699
Stock options
exercised............. 17,195 11,040 (13,093) -- 15,142
---------- ---------- ----------- ----------- -----------
Balance at December 31,
1997................... 5,754,130 3,164,510 9,502,341 271,137 18,692,118
---------- ---------- ----------- ----------- -----------
Comprehensive income:
Net income............. -- -- 1,930,900 -- 1,930,900
Net changes in
unrealized
appreciation on
available-for- sale
securities, net of
taxes of $176,746..... -- -- -- 355,363 355,363
---------- ---------- ----------- ----------- -----------
Total comprehensive
income............... -- -- 1,930,900 355,363 2,286,263
Cash dividends paid --
$0.70 per share........ -- -- (809,825) -- (809,825)
Sale of common stock --
Dividend reinvestment
plan.................. 59,420 280,124 -- -- 339,544
Stock options
exercised............. 10,090 84,660 (94,710) -- 40
---------- ---------- ----------- ----------- -----------
Balance at December 31,
1998................... 5,823,640 3,529,294 10,528,706 626,500 20,508,140
---------- ---------- ----------- ----------- -----------
Comprehensive income:
Net income............. -- -- 2,175,378 -- 2,175,378
Net changes in
unrealized
appreciation on
available-for- sale
securities, net of
taxes of $1,058,856... -- -- -- (2,055,424) (2,055,424)
---------- ---------- ----------- ----------- -----------
Total comprehensive
income (loss)........ 2,175,378 (2,055,424) 119,954
Cash dividends paid -
$0.78 per share....... (910,279) (910,279)
Stock repurchase....... (58,385) (122,510) (214,349) (395,244)
Sale of common stock --
Dividend reinvestment
plan.................. 56,152 310,127 366,279
Stock options
exercised............. 5,210 18,665 (6,864) -- 17,011
---------- ---------- ----------- ----------- -----------
Balance at December 31,
1999................... $5,826,617 $3,735,576 $11,572,592 $(1,428,924) $19,705,861
========== ========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
16
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS fROM OPERATING ACTIVITIES
Net income.......................... $ 2,175,378 $ 1,930,900 $ 1,959,832
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation....................... 436,631 457,260 419,181
Provision for loan losses.......... 335,000 208,367 202,500
Net securities gains............... (34,751) (204,853) (2,806)
(Gain) loss on sale of foreclosed
real estate....................... (25,372) (61,191) 6,633
Deferred income taxes.............. (159,719) 56,741 107,422
Loss on sale of equipment.......... -- 4,180 --
Accrued income and other assets.... 417,945 (2,471,768) (288,616)
Other liabilities.................. 173,818 (34,926) (7,551)
------------ ------------ ------------
Net cash provided by (used in)
operating activities............... 3,318,930 (115,290) 2,396,595
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of
available-for-sale securities...... 6,792,575 13,039,287 5,486,179
Proceeds from sale of available-for-
sale securities.................... 5,906,007 10,316,274 4,362,527
Purchases of available-for-sale
securities......................... (9,940,107) (37,560,041) (8,172,549)
Increase in interest bearing
deposits........................... (92,415) (7,585) --
Net change in Federal funds sold.... 12,007,706 (451,706) (7,019,000)
Net increase in loans............... (17,124,026) (9,648,049) (3,694,114)
Proceeds from sale of foreclosed
real estate........................ 711,733 599,196 107,127
Purchase of premises and equipment.. (690,557) (2,321,097) (418,901)
Additions to other real estate
owned.............................. (97,849) (672,766) (863,512)
------------ ------------ ------------
Net cash used in investing
activities......................... (2,526,933) (26,706,487) (10,212,243)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in demand, savings and
NOW deposit accounts............... (6,875,819) 22,589,897 (7,583,222)
Net increase in time deposits....... 6,308,935 6,660,376 15,078,142
Net increase in securities sold
under repurchase agreements........ 697,096 -- --
Proceeds from issuance of common
stock.............................. 383,290 339,584 351,841
Dividends paid...................... (910,279) (809,825) (723,741)
Repurchase of stock................. (395,244) -- --
------------ ------------ ------------
Net cash provided by (used in)
financing activities............... (792,021) 28,780,032 7,123,020
------------ ------------ ------------
Net increase (decrease) in cash and
due from banks..................... (24) 1,958,255 (692,628)
Cash and due from banks at January
1.................................. 5,260,644 3,302,389 3,995,017
------------ ------------ ------------
Cash and due from banks at December
31................................. $ 5,260,620 $ 5,260,644 $ 3,302,389
============ ============ ============
Supplemental Disclosures:
Interest paid....................... $ 6,490,883 $ 7,048,074 $ 6,479,608
============ ============ ============
Income taxes paid................... $ 420,618 $ 533,685 $ 428,000
============ ============ ============
Loans transferred to foreclosed real
estate............................. $ 96,260 $ 640,381 $ 846,078
============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, December 31, 1999, 1998 and 1997
Note 1. Nature of Business and Significant Accounting Policies
Principles of consolidation. The consolidated financial statements of the Com-
pany include the accounts of Bay Banks of Virginia, Inc. and its subsidiary,
Bank of Lancaster. All significant intercompany balances and transactions have
been eliminated in consolidation.
Nature of business. Bay Banks of Virginia, Inc. is a bank holding company that
conducts substantially all of its operations through its subsidiary, Bank of
Lancaster. The Bank is state-chartered and a member of the Federal Reserve
System and services individual and commercial customers, the majority of which
are in the Northern Neck of Virginia. The Bank has five offices in Virginia;
two located in Kilmarnock, one in White Stone, one in Warsaw and one in
Montross. Each branch offers a full range of deposit and loan products to its
retail and commercial customers. A substantial amount of the Bank's deposits
are interest-bearing. The majority of the Bank's loan portfolio is secured by
real estate.
Use of estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions. The amounts recorded in the financial statements may be af-
fected by those estimates and assumptions. Actual results may vary from those
estimates.
Estimates are used primarily in developing the allowance for loan losses,
in estimating the economic life of loan fees and costs, in computing deferred
tax assets, in determining the estimated useful lives of premises and equip-
ment, and in the valuation of other real estate owned.
Securities available-for-sale. Debt and equity securities are classified as
available-for-sale and carried at fair value, with unrealized gains and loss-
es, net of tax, excluded from income and reported as a separate component of
stockholders' equity until realized. Gains and losses on the sale of avail-
able-for-sale securities are determined using the specific identification
method. Premiums and discounts are recognized in interest income using the in-
terest method over the period to maturity.
Loans receivable. Loans receivable that management has the intent and ability
to hold for the foreseeable future or until maturity or payoff are reported at
their outstanding unpaid principal balances reduced by any charge-offs or spe-
cific valuation accounts and net of any unearned discount and fees and costs
on originating loans.
Loan origination fees and certain direct origination costs for real estate
mortgage loans are capitalized and recognized as an adjustment of the yield of
the related loans.
The accrual of interest on impaired loans is discontinued when, in manage-
ment's opinion, the borrower may be unable to meet payments as they become
due. When interest accrual is discontinued, all unpaid accrued interest is re-
versed. Interest income is subsequently recognized only to the extent cash
payments are received.
The allowance for loan losses is increased by charges to income and de-
creased by charge-offs (net of recoveries). Management's periodic evaluation
of the adequacy of the allowance is based on past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay, the estimated value of any underlying collateral,
and current economic conditions.
Premises and equipment. Land is carried at cost. Premises and equipment are
carried at cost less accumulated depreciation. Depreciation is computed prin-
cipally by the straight-line method over the estimated useful lives of the
premises and equipment.
18
<PAGE>
Annual Report 1999
Note 1. Nature of Business and Significant Accounting Policies -- (Concluded)
Other real estate owned. Real estate properties acquired through, or in lieu
of, loan foreclosure are to be sold and are initially recorded at fair value on
the date of foreclosure to establish a new cost basis. After foreclosure, valu-
ations are periodically performed by management and the real estate is carried
at the lower of carrying amount or fair value less cost to sell. Revenue and
expenses from operations and changes in the valuation allowance are included in
other income.
Income taxes. Deferred tax assets and liabilities are reflected at currently
enacted income tax rates applicable to the period in which the deferred tax as-
sets or 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.
Pension benefits. The noncontributory defined benefit pension plan covers sub-
stantially all full-time employees. The plan provides benefits that are based
on employees' average compensation during the five consecutive years of highest
compensation. The funding policy is to make the minimum annual contribution
that is required by applicable regulations, plus such amounts as may be deter-
mined to be appropriate from time-to-time.
Trust assets and income. Assets held by the trust department, other than cash
on deposit, are not included in these financial statements, since such items
are not assets of the Bank. Trust fees are recorded on the accrual basis.
Earnings per share. Earnings per share is calculated by dividing net income for
the period by the weighted average number of shares of common stock outstanding
during the period. The assumed exercise of stock options is included in the
calculation of diluted earnings per share. SFAS No. 128, Earnings Per Share,
was adopted for 1997 with all prior-period earnings per share data restated.
The statement requires dual presentation of earnings per share and diluted
earnings per share on the Consolidated Statements of Income and other computa-
tional changes. The adoption of SFAS No. 128 did not have a material effect on
previously reported earnings per share.
Off-balance-sheet financial instruments. In the ordinary course of business the
Bank has entered into off-balance-sheet financial instruments such as home eq-
uity lines of credit, commitments under credit card arrangements and standby
letters of credit. Such financial instruments are recorded in the financial
statements when they are funded or related fees are incurred or received. For
further information see Note 12.
Reclassifications. Certain amounts in the financial statements have been re-
classified to conform with classifications adopted in 1999.
19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1999, 1998 and 1997
Note 2. Securities Available-for-Sale
The carrying amount of debt and other securities and their approximate fair
values at December 31, 1999 and 1998, follow:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized
Cost Gains Losses Fair Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
December 31, 1999:
U.S. Treasury securities..... $ 1,538,159 $ -- $ 33,869 $ 1,504,290
U.S. Government agencies..... 9,641,077 -- 322,604 9,318,473
State and municipal
securities.................. 21,651,413 112,289 792,536 20,971,166
Other securities............. 22,504,268 -- 1,128,317 21,375,951
----------- ---------- ---------- -----------
$55,334,917 $ 112,289 $2,277,326 $53,169,880
=========== ========== ========== ===========
December 31, 1998:
U.S. Treasury securities..... $ 4,541,642 $ 25,251 $ 18 $ 4,566,875
U.S. Government agencies..... 17,123,791 123,513 48,610 17,198,694
State and municipal
securities.................. 24,829,813 532,103 7,433 25,354,483
Other securities............. 11,563,395 325,722 1,285 11,887,832
----------- ---------- ---------- -----------
$58,058,641 $1,006,589 $ 57,346 $59,007,884
=========== ========== ========== ===========
</TABLE>
Gross realized gains and gross realized losses on sales of securities were
as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------- -------- -------
<S> <C> <C> <C>
Gross realized gains................................ $34,751 $204,853 $21,370
Gross realized losses............................... $ -- $ -- $18,564
</TABLE>
The scheduled maturities of securities available-for-sale at December 31,
1999, were as follows:
<TABLE>
<CAPTION>
Available-for-Sale
Securities
-----------------------
Amortized
Cost Fair Value
----------- -----------
<S> <C> <C>
Due in one year or less............................. $ 1,905,726 $ 1,899,730
Due from one year to five years..................... 25,589,423 24,838,699
Due from five to ten years.......................... 26,701,372 25,362,054
Due after ten years................................. 1,138,396 1,069,397
----------- -----------
$55,334,917 $53,169,880
=========== ===========
</TABLE>
Securities carried at $4,122,998 at December 31, 1999, and $3,542,047 at
December 31, 1998, were pledged to secure public deposits as required by law.
20
<PAGE>
Annual Report 1999
Note 3. Loans
The components of loans in the balance sheets were as follows:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Real estate mortgage loans....................... $ 95,912,493 $ 82,738,989
Real estate construction loans................... 5,437,685 1,129,746
Commercial loans................................. 11,081,489 11,678,949
Installment loans, net........................... 18,673,299 18,696,840
Net deferred loan costs and fees................. 524,513 410,021
------------ ------------
131,629,479 114,654,545
Allowance for loan losses........................ (1,197,843) (1,011,935)
------------ ------------
$130,431,636 $113,642,610
============ ============
</TABLE>
Loans upon which the accrual of interest has been discontinued totaled
$78,563 at December 31, 1998. There were no non-accrual loans at December 31,
1999.
An analysis of the change in the allowance for loan losses follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Balance, beginning of year............... $1,011,935 $ 860,709 $1,020,104
Provision for loan losses................ 335,000 208,367 202,500
Recoveries............................... 15,492 19,618 6,295
Loans charged off........................ (164,584) (76,759) (368,190)
---------- ---------- ----------
Balance, end of year..................... $1,197,843 $1,011,935 $ 860,709
========== ========== ==========
</TABLE>
Loans having carrying values of $96,260 and $640,381 were transferred to
foreclosed real estate in 1999 and 1998, respectively.
Note 4. Other Time Deposits
The aggregate amount of other time deposits each with a minimum denomination
of $100,000, was $14,502,942 and $12,551,614 at December 31, 1999 and 1998, re-
spectively.
Note 5. Premises and Equipment
Components of premises and equipment included in the balance sheets at De-
cember 31, 1999 and 1998, were as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Land.................................................. $ 583,430 $ 538,686
Buildings and improvements............................ 3,824,548 3,358,727
Furniture and equipment............................... 3,886,789 3,706,689
---------- ----------
Total cost............................................ 8,294,767 7,604,102
Less accumulated depreciation......................... 3,341,044 2,904,305
---------- ----------
Net book value........................................ $4,953,723 $4,699,797
========== ==========
</TABLE>
21
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1999, 1998 and 1997
Note 6. Income Taxes
The provision for income taxes consisted of the following for the years
ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Currently payable................................ $597,969 $613,933 $540,603
Deferred......................................... 159,719 (56,741) 107,422
-------- -------- --------
$757,688 $557,192 $648,025
======== ======== ========
</TABLE>
The reasons for the differences between the statutory Federal income tax
rates and the effective tax rates are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Statutory rates......................................... 34.0% 34.0% 34.0%
Increase (decrease) resulting from:
Effect of tax-exempt income............................. (8.1) (12.1) (9.2)
Other, net.............................................. (.1) .5 --
----- ----- -----
25.8% 22.4% 24.8%
===== ===== =====
</TABLE>
The components of the net deferred tax assets and liabilities included in
other assets (liabilities) are as follows at December 31:
<TABLE>
<CAPTION>
1999 1998 1997
---------- --------- ---------
<S> <C> <C> <C>
Deferred tax assets
Allowance for loan losses................ $ 284,189 $ 220,981 $ 169,564
Net unrealized loss on available-for-sale
securities.............................. 736,112 -- --
Deferred compensation.................... 123,156 121,543 110,672
Other, net............................... 40,614 26,978 27,296
---------- --------- ---------
1,184,071 369,502 307,532
---------- --------- ---------
Deferred tax liabilities
Net unrealized gain on available-
for-sale securities..................... -- (322,743) (145,997)
Pension plan............................. (93,718) (84,682) (75,371)
Depreciation............................. (121,056) (49,121) (13,064)
Deferred loan fees and costs............. (322,531) (159,713) (212,951)
Other, net............................... (28,217) (33,830) (20,731)
---------- --------- ---------
(565,522) (650,089) (468,114)
---------- --------- ---------
Net deferred tax asset (liability)....... $ 618,549 $(280,587) $(160,582)
========== ========= =========
</TABLE>
22
<PAGE>
Annual Report 1999
Note 7. Pension Plan
The following tables set forth the Pension Plan's changes in benefit obliga-
tion, plan assets, funded status, assumptions and the components of net peri-
odic benefit cost recognized in the Bank's financial statements at December 31:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Change in benefit obligation
Benefit obligations at beginning of year............. $1,490,044 $1,263,114
Service cost......................................... 93,176 82,844
Interest cost........................................ 110,157 99,089
Actuarial gain....................................... 53,666 94,005
Benefits paid........................................ (515,737) (49,008)
---------- ----------
Benefit obligation at end of year.................... 1,231,306 1,490,044
---------- ----------
Change in plan assets
Fair value of plan assets at beginning of year....... 1,469,156 1,409,704
Actual return on plan assets......................... 72,667 17,432
Employer contributions............................... 108,578 91,028
Benefits paid........................................ (515,737) (49,008)
---------- ----------
Fair value of plan assets at end of year............. 1,134,664 1,469,156
---------- ----------
Funded status........................................ (96,642) (20,888)
Unrecognized prior service cost...................... 156,106 172,478
Unrecognized transition obligation................... (73,229) (91,535)
Unrecognized actuarial gain (loss)................... 289,773 189,011
---------- ----------
Prepaid benefit cost................................. $ 276,008 $ 249,066
========== ==========
Weighted-average assumptions as of December 31:
Discount rate........................................ 7.5% 7.5%
Expected return on plan assets....................... 9.0% 9.0%
Rate of compensation increase........................ 5.0% 5.0%
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Components of net periodic benefit cost
Service cost................................ $ 93,176 $ 82,844 $ 65,953
Interest cost............................... 110,157 99,089 84,486
Expected return on plan assets.............. (122,116) (116,342) (105,948)
Amortization of deferred actuarial gain..... 2,353 -- --
Amortization of prior service cost.......... 16,372 16,372 16,372
Amortization of transition obligation....... (18,306) (18,306) (18,306)
--------- --------- ---------
Net periodic benefit cost................... $ 81,636 $ 63,657 $ 42,557
========= ========= =========
</TABLE>
23
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1999, 1998 and 1997
Note 8. Defined Contribution Retirement Plan
The Company has a 401(k) retirement plan covering substantially all employ-
ees who have completed six months of service. Employees may contribute up to
15% of their salaries and the Company matches 100% of the first 2% and 25% of
the next 2% of employees' contributions. Additional contributions can be made
at the discretion of the Board of Directors. Total contributions to the plan
were $41,452, $36,321 and $31,663 in 1999, 1998 and 1997, respectively.
Note 9. Employee Stock Ownership Plan
The Company has a noncontributory Employee Stock Ownership Plan for the
benefit of all eligible employees who have completed twelve months of service
and who have attained the age of 21. Contributions to the plan are at the dis-
cretion of the Board of Directors. Contributions to the plan were $80,000 in
1999, 1998 and 1997, respectively.
Note 10. Shareholders' Equity
The Company is authorized to issue 2,000,000 shares of preferred stock with
a par value of $5 per share. No preferred stock had been issued. The rights
and preferences of any preferred shares will be determined by the Board of Di-
rectors upon issuance of the stock.
The Company has a dividend reinvestment plan under which shareholders may
choose to receive additional shares of common stock in lieu of cash dividends.
Shares are issued at 95% of the market price on the dividend payment date. Be-
ginning January 1, 2000, dividend reinvestment plan shares will be issued at
100% of market price. Shares totaling 11,231 and 11,884 were issued in 1999
and 1998, respectively.
Note 11. Stock Option Plan
The Company has two incentive stock option plans. The 1985 incentive stock
option plan expired in 1995 and no additional shares may be granted under this
plan. Under the incentive stock option plan adopted in 1994, the Company may
grant options to certain key employees for up to 75,000 shares. At December
31, 1999, the 1994 plan had 49,808 shares available for grant. Under both
plans, the exercise price of each option equals the market price of the
Company's common stock on the date of grant and an option's maximum term is
ten years. Options granted are exercisable only after meeting certain perfor-
mance targets during a specified time period. If the targets are not met, the
options lapse.
24
<PAGE>
Annual Report 1999
Note 11. Stock Option Plan -- (Concluded)
A summary of the status of the incentive stock option plans as of December
31, 1999, 1998 and 1997, and changes during the years ending on those dates is
presented below:
<TABLE>
<CAPTION>
Exercisable Stock Options
------------------------------------------
Outstanding Granted Exercised Outstanding
Beginning During During At End
of Year the Year the Year of Year
----------- -------- --------- -----------
<S> <C> <C> <C> <C>
1999
Shares.................. 40,150 7,662 (1,250) 46,562
Weighted average
exercise price......... $ 16.45 $ 27.50 $ 19.10 $ 18.79
1998
Shares.................. 39,550 5,900 (5,300) 40,150
Weighted average
exercise price......... $ 15.62 $ 23.50 $ 18.07 $ 16.45
1997
Shares.................. 31,148 12,450 (4,048) 39,550
Weighted average
exercise price......... $ 14.04 $ 17.00 $ 7.73 $ 15.62
</TABLE>
At December 31, 1999, exercise prices on outstanding options ranged from
$11.00 to $27.50 per share and the weighted average remaining contractual life
was 6.29 years.
The Company accounts for its stock option plans in accordance with APB Opin-
ion No. 25, Accounting for Stock Issued to Employees, which does not allocate
costs to stock options granted at current market values. The Company could, as
an alternative, allocate costs to stock options using option pricing models, as
provided in Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation. Because of the limited number of options granted and
the limited amount of trading activity in the Company's stock, management be-
lieves that the Company's stock options are best accounted for in accordance
with APB Opinion No. 25.
However, had the Company accounted for its stock options in accordance with
SFAS No. 123, net earnings and earnings per share would have been as follows
for each of the years ending December 31,
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Pro-forma reduction in net income............. $(38,000) $(16,000) $(13,000)
======== ======== ========
Pro-forma earnings per share.................. $ 1.83 $ 1.66 $ 1.70
======== ======== ========
</TABLE>
Pro-forma amounts were computed using a 6% discount rate over the term of
the options and dividend rates which approximate current payments.
Note 12. Financial Instruments
The Company is a party to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of its customers
and to reduce its own exposure to fluctuations in interest rates. These finan-
cial instruments include commitments to extend credit and standby letters of
credit. Those instruments involve, to varying degrees, elements of credit and
interest-rate risk in excess of the amount recognized in the balance sheets.
The contract or notional amounts of those instruments reflect the extent of the
Company's involvement in particular classes of financial instruments.
25
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1999, 1998 and 1997
Note 12. Financial Instruments -- (Concluded)
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 notional amount of
those instruments. The Company uses the same credit policies in making commit-
ments and conditional obligations as it does for on-balance-sheet instruments.
Unless noted otherwise, the Company does not require collateral or other
security to support financial instruments with credit risk.
Commitments to Extend Credit. Commitments to extend credit are agreements to
lend to a customer as long as there is no violation of any condition estab-
lished 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 commit-
ment amounts do not necessarily represent future cash requirements. The Com-
pany evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if it is 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; in-
ventory, property, plant, and equipment; and income-producing commercial prop-
erties.
Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements, in-
cluding commercial paper, bond financing, and similar transactions.
A summary of the notional amounts of financial instruments with off-bal-
ance-sheet risk at December 31, 1999 and 1998, follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Home equity lines available......................... $ 5,395,650 $ 5,867,537
Credit card lines available......................... 2,691,680 2,515,440
Unused real estate loan commitments................. 6,525,165 4,084,702
Unused dealer floor plan commitments................ 1,961,720 379,070
Overdraft protection available...................... 712,270 597,213
Standby letters of credit........................... 171,600 232,150
----------- -----------
Total commitments to extend credit.................. $17,458,085 $13,676,112
=========== ===========
</TABLE>
Included above, commitments to extend credit to directors and their related
interests were $1,508,863 and $1,029,632 in 1999 and 1998, respectively.
Note 13. Significant Group Concentration of Credit Risk
Most of the Company's business activity is with customers located in the
counties of Lancaster and Northumberland, Virginia. The Company makes residen-
tial, commercial and consumer loans and approximately 77% of the loan portfo-
lio is composed of real estate mortgage loans, which primarily are for single-
family residences. The adequacy of collateral on real estate mortgage loans is
highly dependent on changes to real estate values.
26
<PAGE>
Annual Report 1999
Note 14. Related Parties
The Company has entered into transactions with its directors and principal
officers of the Company, their immediate families and affiliated companies in
which they are the principal stockholders (related parties). The aggregate
amount of loans to such related parties was approximately $3,763,000 and
$2,598,000 at December 31, 1999 and 1998, respectively. All such loans, in the
opinion of the management, were made in the normal course of business on the
same terms, including interest rate and collateral, as those prevailing at the
time for comparable transactions.
Note 15. Commitments and Contingencies
In the ordinary course of business, the Company has various outstanding com-
mitments and contingent liabilities that are not reflected in the accompanying
financial statements. At December 31, 1999, the Company was not involved in any
litigation.
Note 16. Fair Value of Financial Instruments
The estimated fair values of the financial instruments at December 31, 1999,
are shown in the following table. The carrying amounts in the table are in-
cluded in the balance sheet under the applicable captions.
<TABLE>
<CAPTION>
Dollars in
Thousands
-----------------
Carrying Fair
Amount Value
-------- --------
<S> <C> <C>
Financial assets:
Cash and due from banks.................................. $ 5,261 $ 5,261
Demand deposits.......................................... 100 100
Securities available-for-sale............................ 53,170 53,170
Loans, net of allowance for loan losses.................. 130,432 129,506
Financial liabilities:
Non-interest bearing deposits............................ 20,889 22,623
Savings and NOW deposits................................. 96,848 96,848
Other time deposits...................................... 59,965 59,532
Off-balance-sheet liabilities:
Commitments to extend credit............................. 17,458 17,458
</TABLE>
The above presentation of fair values is required by Statement on Financial
Accounting Standards No. 107, Disclosures About Fair Value of Financial Instru-
ments. The fair values shown do not necessarily represent the amounts which
would be received on immediate settlement of the instruments. Statement No. 107
excludes certain financial instruments and all nonfinancial instruments from
its disclosure requirements. Accordingly, the aggregate fair value amounts pre-
sented do not represent the underlying value of the Company.
27
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 1999, 1998 and 1997
Note 16. Fair Value of Financial Instruments -- (Concluded)
The following methods and assumptions were used to estimate the fair value
of each class of financial instrument.
The carrying amounts of cash and due from banks, federal funds sold, demand
and savings deposits, and commitments to extend credit represent items which
do not present significant market risks, are payable on demand, or are of such
short duration that market value approximates carrying value.
Securities available-for-sale are valued at the quoted market prices for
the individual securities held.
The fair value of loans is estimated by discounting future cash flows using
the current interest rates at which similar loans would be made to borrowers.
Other time deposits are presented at estimated fair value using interest
rates currently offered for deposits of similar remaining maturities.
Fair values for off-balance-sheet lending commitments approximates the car-
rying value.
Note 17. Restrictions on Retained Earnings
Federal regulations limits the payment of dividends in any calendar year
to the net profits for the year combined with the retained net profits of
the preceding two calendar years, without prior approval of the regulators.
Note 18. Regulatory Matters
The Company is subject to various regulatory capital requirements adminis-
tered by the federal banking agencies. Failure to meet minimum capital re-
quirements can initiate certain mandatory--and possibly additional discretion-
ary--actions by regulators that, if undertaken, could have a direct material
effect on the Company's financial statements. Under capital adequacy guide-
lines and the regulatory framework for prompt corrective action, the Company
must meet specific capital guidelines that involve quantitative measures of
the Company's assets, liabilities, and certain off-balance-sheet items as cal-
culated under regulatory accounting practices. The Company's capital amounts
and classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios of Total and Tier I
capital (as defined in the regulations) to risk-weighted assets (as defined),
and of Tier I capital to average assets (as defined). At December 31, 1999,
the Company met all capital adequacy requirements to which it is subject.
The Company is subject to the following capital requirements:
<TABLE>
<CAPTION>
Actual
Regulatory December
Minimum 1999
---------- --------
<S> <C> <C>
Total capital to risk weighted assets.................... 10.0 15.49
Tier 1 capital to risk weighted assets................... 6.0 14.58
Tier 1 capital to adjusted average assets................ 5.0 9.71
</TABLE>
28
<PAGE>
INDEPENDENT AUDITORS' REPORT
[EGGLESTON SMITH P.C. LOGO
Eggleston Smith, PC
Certified Public Accountants and Consultants
603 Pilot House Drive
Suite 400
Newport News, Virginia 23606]
To the Board of Directors
Bay Banks of Virginia, Inc.
Kilmarnock, Virginia
We have audited the accompanying consolidated balance sheets of Bay Banks of
Virginia, Inc. and subsidiary as of December 31, 1999 and 1998, and the related
consolidated statements of income, cash flows and changes in shareholders' eq-
uity for each of the years in the three-year period ended December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of mate-
rial misstatement. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Bay Banks of Vir-
ginia, Inc. and subsidiary as of December 31, 1999 and 1998, and the consoli-
dated results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1999, in conformity with generally ac-
cepted accounting principles.
January 31, 2000
Newport News, Virginia
/S/ EGGLESTON SMITH P.C.
<PAGE>
TEN YEAR COMPARISON OF EARNINGS AND DIVIDENDS
Ten Year Comparison of Earnings and Divideds
<TABLE>
<CAPTION>
Earnings
Net Dividends Per Common Dividends
Income Paid Share* Per Share
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
1990............................. $1,084,450 $358,845 1.09 0.36
1991............................. 1,143,747 397,891 1.12 0.39
1992............................. 1,302,311 437,638 1.25 0.42
1993............................. 1,510,011 476,530 1.42 0.45
1994............................. 1,378,185 529,060 1.28 0.49
1995............................. 1,523,831 581,172 1.39 0.53
1996............................. 1,831,616 642,102 1.64 0.58
1997............................. 1,959,832 723,741 1.71 0.63
1998............................. 1,930,900 809,825 1.67 0.70
1999............................. 2,175,378 910,279 1.86 0.78
</TABLE>
Ten Year Comparison of Financial Condition
<TABLE>
<CAPTION>
Securities Loans Total Assets Deposits
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
1990...................... $20,991,291 $62,549,697 $89,336,951 $78,097,670
1991...................... 23,695,961 72,517,658 105,437,755 94,529,157
1992...................... 26,623,125 80,126,043 119,380,580 107,399,662
1993...................... 44,668,423 80,178,153 140,445,645 127,024,243
1994...................... 52,293,024 87,642,815 150,646,340 136,950,209
1995...................... 46,000,953 93,212,634 156,167,460 140,289,333
1996...................... 45,249,656 100,711,314 159,333,211 142,109,886
1997...................... 44,066,442 104,202,928 169,006,071 149,604,806
1998...................... 59,007,884 113,642,610 200,270,927 178,268,851
1999...................... 53,169,880 130,431,636 199,772,678 177,701,967
</TABLE>
* Per share data is adjusted for a 10% stock dividend in 1989, a 2 for 1 stock
split in 1991, and a 2 for 1 stock split in 1996.
30
<PAGE>
Exhibit 21
List of Subsidiaries
Bay Banks of Virginia, Inc., is organized as follows:
Bay Banks of Virginia, Incorporated (Parent)
Bank of Lancaster (Subsidiary of Bay Banks of Virginia)
Bay Services Title Company(Subsidiary of Bank of Lancaster)
Chesapeake Holdings, Inc. (Subsidiary of Bay Banks of Virginia)
Bay Trust Company (Subsidiary of Bay Banks of Virginia as of January 1, 2000)
1
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
Eggleston Smith, PC
Certified Public Accountants and Consultants
603 Pilot House Drive
Suite 400
Newport News, Virginia 23606
Board of Directors
Bay Banks of Virginia, Inc.
We consent to the incorporation by reference in this Annual Report on Form
10-K of our report dated January 31, 2000, relating to the consolidated
financial statements of Bay Banks of Virginia, Inc. as of December 31, 1999,
1998, and for each of the years in the three-year period ended
December 31, 1999.
EGGLESTON SMITH P.C.
Newport News, Virginia
March 27, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 5,260,620
<INT-BEARING-DEPOSITS> 156,813,367
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 55,334,917
<INVESTMENTS-CARRYING> 55,334,917
<INVESTMENTS-MARKET> 53,169,880
<LOANS> 131,629,479
<ALLOWANCE> 1,197,843
<TOTAL-ASSETS> 199,772,678
<DEPOSITS> 177,701,967
<SHORT-TERM> 1,283,324
<LIABILITIES-OTHER> 1,081,526
<LONG-TERM> 0
0
0
<COMMON> 5,826,617
<OTHER-SE> 15,308,168
<TOTAL-LIABILITIES-AND-EQUITY> 199,772,678
<INTEREST-LOAN> 10,153,373
<INTEREST-INVEST> 3,589,106
<INTEREST-OTHER> 194,832
<INTEREST-TOTAL> 13,936,861
<INTEREST-DEPOSIT> 6,429,810
<INTEREST-EXPENSE> 6,533,175
<INTEREST-INCOME-NET> 7,403,686
<LOAN-LOSSES> 335,000
<SECURITIES-GAINS> 34,751
<EXPENSE-OTHER> 5,712,458
<INCOME-PRETAX> 2,933,066
<INCOME-PRE-EXTRAORDINARY> 2,933,066
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,175,378
<EPS-BASIC> 1.86
<EPS-DILUTED> 1.83
<YIELD-ACTUAL> 7.72
<LOANS-NON> 0
<LOANS-PAST> 793,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,011,935
<CHARGE-OFFS> 164,584
<RECOVERIES> 15,492
<ALLOWANCE-CLOSE> 1,197,843
<ALLOWANCE-DOMESTIC> 1,197,843
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
