<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996 Commission File Number
------------------
0-16187
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FWB BANCORPORATION
----------------------------
(Exact name of small business issuer as specified in its charter)
Maryland 52-1332050
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1800 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive offices)
(301) 770-1300
------------------------
(Issuer's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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___________
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At October 31, 1996, there were 3,925,499 shares of Common Stock, Par Value
$.10 per share outstanding.
Transitional Small Business Disclosure Format
YES________ NO X
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<PAGE>
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
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<S> <C>
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets.......................................1
Consolidated Statements of Income (Loss)..........................2
Consolidated Statements of Changes in Stockholders' Equity........3
Consolidated Statements of Changes in Cash Flow...................4
Notes to Consolidated Financial Statements........................5
Item 2 - Management's Discussion and Analysis
Financial Condition.............................................5-9
Results of Operations..........................................9-11
PART II - OTHER INFORMATION
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Items 1 - 5...............................................................12
Item 6 - Exhibits and Reports on Form 8-K..............................12-13
SIGNATURES................................................................14
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
FWB BANCORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------ -------------
ASSETS Unaudited Audited
<S> <C> <C>
Cash and due from banks $ 2,444 $ 1,557
Time deposits with banks 4,500 95
Federal funds sold 14,532 ---
Investment securities:
Available for sale - at fair value 3,009 3,073
Held to maturity - at amortized cost 9,389 4,953
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Total Investment Securities 12,398 8,026
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Loans 69,096 29,812
Less allowance for loan losses (1,017) (748)
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Loans - net 68,079 29,064
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Property and equipment 1,997 351
Foreclosed real estate, net 975 1,052
Accrued interest receivable 620 316
Intangible asset - deposit premium 1,181 ---
Goodwill 83 ---
Other assets 245 217
TOTAL ASSETS ------------ -------------
$ 107,054 $ 40,678
============ =============
LIABILITIES
Non-interest bearing deposits $ 10,324 $ 7,948
Interest bearing deposits 87,091 28,722
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Total deposits 97,415 36,670
Federal funds purchased and securities sold under
agreements to repurchase --- 59
Notes payable 3,500 ---
Accrued expenses and other liabilities 318 209
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TOTAL LIABILITIES 101,233 36,938
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STOCKHOLDERS' EQUITY
Common stock - $.10 par value, shares authorized
7,500,000; shares outstanding 3,925,499 and
3,258,833 respectively 393 326
Additional paid-in capital 10,405 8,476
Accumulated deficit (4,763) (4,805)
Net unrealized holding loss on investment
securities (214) (257)
TOTAL STOCKHOLDERS' EQUITY ------------ -------------
5,821 3,740
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 107,054 $ 40,678
============ =============
</TABLE>
1
<PAGE>
FWB BANCORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Nine Third Quarter
Months Ended Ended
September 30, September 30,
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $2,395 $2,216 $868 $769
Interest on investment securities:
U. S. Government, its agencies, and sponsored entitie 296 331 108 108
Other investments 19 --- --- ---
Interest on federal funds sold 51 90 29 24
--------- --------- --------- ---------
Total interest income 2,761 2,637 1,005 901
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INTEREST EXPENSE:
Interest on certificates of deposit of $100,000 or more 74 89 31 33
Interest on other deposits 804 737 316 256
--------- --------- --------- ---------
878 826 347 289
Interest on Federal Home Loan Bank advances 71 --- --- ---
Interest on federal funds purchased and securities
sold under agreements to repurchase 20 9 12 7
Total interest expense 969 835 359 296
--------- --------- --------- -------
NET INTEREST INCOME 1,792 1,802 634 605
PROVISION (RECOVERY) FOR LOAN LOSSES (35) (30) (35) ---
--------- --------- --------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,827 1,832 669 605
NON-INTEREST INCOME:
Service charges on deposit accounts 270 168 95 53
Other income 98 165 33 91
--------- --------- --------- -------
Total non-interest income 368 333 128 144
--------- --------- --------- -------
NON-INTEREST EXPENSE:
Salaries and employee benefits 976 945 352 308
Occupancy and equipment expense 481 355 203 120
Data processing services 190 152 63 54
FDIC insurance 11 46 6 1
Insurance 49 32 14 14
Legal fees 102 120 14 32
Other real estate owned expense 56 48 39 7
Other expenses 284 228 95 85
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Total non-interest expense 2,149 1,926 786 621
--------- --------- --------- -------
INCOME (LOSS) BEFORE INCOME TAXES 46 239 11 128
APPLICABLE INCOME TAX 4 --- 1 ---
--------- --------- --------- -------
NET INCOME (LOSS) $42 $239 $10 $128
========= ========= ========= =======
EARNINGS PER COMMON SHARE: $0.02 $0.10 $0.00 $0.05
</TABLE>
2
<PAGE>
FWB BANCORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Additional Unrealized Total
Common Paid-In Accumulated Holding (Loss) Stockholders'
Stock Capital (Deficit) on Securities Equity
----------- ------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1994 $ 318 $ 8,331 $ (5,081) (463) $ 3,105
Net loss for the nine months
ended September 30, 1995 -- -- 239 -- 239
Issuance of common stock at $2.00 per share 8 145 -- -- 153
Net change in unrealized appreciation on
investment securities -- -- -- 173
----------- ------------- ------------- ----------- -------------
BALANCE AT SEPTEMBER 30, 1995 $ 326 $ 8,476 $ (4,842) (290) $ 3,670
=========== ============= ============= =========== =============
BALANCE AT DECEMBER 31, 1995 $ 326 $ 8,476 $ (4,805) (257) $ 3,740
Net income for the nine months
ended September 30, 1996 -- -- 42 -- 42
Issuance of common stock at $3.00 per share 67 1929 -- -- 1,996
Net change in unrealized appreciation on
investment securities -- -- -- 43 43
----------- ------------- ------------- ----------- -------------
BALANCE AT SEPTEMBER 30, 1996 $ 393 $ 10,405 $ (4,763) (214) $ 5,821
=========== ============= ============= =========== =============
</TABLE>
3
<PAGE>
FWB BANCORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For Nine Months Ended
September 30,
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $42 $239
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 85 77
Accretion and amortization of securities (10) (8)
Provision (recovery) for loan losses (35) (30)
Net realized gain from sales of assets --- (58)
Other real estate owned - write downs 35 30
Net changes in:
Accrued interest receivable (304) 107
Other assets (28) 349
Accrued expenses and other liabilities 109 72
Other - net 214 113
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Net cash provided by operating activities 108 891
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of loans and deposits from FCSB net of cash received 21,006 ---
Purchase of time deposit (4,500) ---
Proceeds from maturity of time deposit 95 ---
Net increase in federal funds sold (14,532) ---
Purchases of available for sale securities (407) (1,248)
Purchases of held to maturity securities (4,869) ---
Proceeds from maturities/principal payments on available for sale 250 50
Proceeds from maturities/principal payments on held to maturity securities 500 ---
Proceeds from sale of available for sale securities 204 4,000
Net increase in loans originated (5,538) (5,093)
Proceeds from sale of loans 3,796 1,830
Purchases of loans --- 440
Purchases of property and equipment (1,731) (103)
Proceeds from disposition of other real estate owned 77 ---
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Net cash used by investing activities (5,649) (124)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 3,500 ---
Net increase (decrease) in deposits 991 (628)
Net decrease in federal funds purchased and securities sold
under agreements to repurchase (59) (351)
Proceeds from issuance of common stock 1,996 153
------------ ------------
Net cash (used) provided by financing activities 6,428 (826)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 887 (59)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,557 1,567
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,444 $1,508
============ ============
Supplemental disclosures:
Interest payments $159 $791
Income tax payments 4 ---
Noncash investing and financing activities:
Transfers from loans to other real estate owned --- ---
Unrealized gain (loss) on investment securities available for sale 43 21
</TABLE>
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Management is responsible for the financial statements which have been prepared
in accordance with generally accepted accounting principles. The financial
statements contained herein, except for the financial statements as of December
31, 1995, are unaudited. In management's opinion, the financial statements
present fairly the financial condition of the Corporation and its subsidiary at
September 30, 1995 and September 30, 1996, and all adjustments necessary to
fairly state the results of operations and financial condition are reflected and
such adjustments are of a normal recurring nature. The results of operations
presented for the nine months ended September 30, 1996 are not necessarily
indicative of the results of operations to be expected for the remainder of the
year.
The Corporation and its wholly owned Maryland chartered bank subsidiary, FWB
Bank, Rockville, Maryland (the "Bank") entered into a Purchase and Assumption
Agreement (the "Agreement") dated as of April 10, 1996, with First Commonwealth
Financial Corp ("FCFC") and its wholly owned federal savings bank subsidiary,
First Commonwealth Savings Bank FSB, Alexandria, Virginia ("FSB"), pursuant to
which the Bank acquired certain loans and assumed certain deposit liabilities
relating to the Alexandria, Virginia branch of FSB (the "Branch"), and the
corporation purchased certain real and personal property relating to the Branch
(together, the Acquisition). The Acquisition called for by the Agreement, as
amended, was consumated on September 20, 1996. In connection with the
Acquisition, FWB borrowed $3.5 million and sold 666,666 newly issued shares of
common stock, par value $.10 per share, in a private placement offering to a
limited number of accredited investors, at a price of $3.00 per share. The
Acquisition was accounted for as a purchase under generally accepted accounting
principles, and, accordingly, the assets acquired and liabilities assumed were
recorded at their fair values. As a result, the following were recorded:
deposits with a fair value of $59.8 million; loans, net of the applicable
allowance for losses, of $36.5 million, land and building with a combined fair
value, based upon appraisal, of $1.2 million; cash in the amount of $21 million;
and other assets with a fair value of $300 thousand. In addition, a deposit
intangible of approximately $1.2 million and goodwill of $83 thousand were
recorded in connection with the Acquisition, and are being amortized over
periods of 9 years and 12 years, respectively.
5
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
This Managements Discussion and Analysis contains forward-looking statements,
including statements of goals, intentions and expectations, regarding or based
upon general economic conditions, interest rates, developments in national and
local markets, and other matters, and which, by their nature, are subject to
significant uncertainties.
FINANCIAL CONDITION
FWB Bancorporation's (the "Corporation") total assets at September 30, 1996 of
$107 million reflected an increase of $66 million or 163% from December 31,
1995. This increase resulted primarily from the acquisition of loans, property
and equipment amounting to approximately $61.3 million as described in the
preceeding paragraph.
The Corporation's Stockholders' Equity of $5.8 million at September 30, 1996
reflected an increase of $2.1 million or 55% from December 31, 1995. The
increase is attributable to additional capital raised under a private placement
offering, earnings from operations, and a reduction in net unrealized holding
loss on investment securities. See "Stockholders' Equity of the Corporation"
below.
Total loans of the Bank at September 30, 1996 of $69.1 million reflected an
increase of $39.3 million or 131% from December 31, 1995. This increase
consists primarily of the loans acquired in the transaction described above in
the amount of $36.7 milllion. The loans acquired are primarily commercial real
estate loans. In addition, an increase in the Banks existing portfolio in the
amount of $5.5 million resulted from increased loan demand and the Banks
marketing efforts to its target market, small and medium sized businesses.
Total deposits of the Bank at September 30, 1996 of $97.4 million reflected an
increase of $60.7 million or 165% from December 1995. This increase consists
primarily of deposit liabilities assumed under the transaction described above
in the amount of $59.8 million. The deposit liabilities assumed consisted of
$49.7 million in certificates of deposit, $7.7 million in interest bearing
transaction accounts and $2.4 million in demand deposits. A premium of $1.2
million was paid for these deposits. This amount has been reflected as an
intangible asset on the books of the Bank at September 30, 1996.
Liquidity. The Bank's liquidity position, those assets invested in cash,
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federal funds, and securities available for sale, totalling $19.8 million,
reflected an increase of $15.1 million from December 31, 1995. This increase
resulted from the cash payment of approximately $21 million received in
connection with the acquisition of loans, deposits, property and equipment
previously described.
Funds available through the Bank's sources of short term borrowing, asset
maturities and available-for-sale securities are considered adequate to meet
current needs. However, management continues to monitor the Bank's asset and
liability mix to ensure that adequate liquidity is maintained.
6
<PAGE>
The Bank's loan to deposit ratio was 71% at September 30, 1996 compared to 81%
at December 31, 1995.
Investment Activity. The Corporation invests in various types of liquid assets,
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including United States Treasury obligations, securities of federal government
agencies and government sponsored entities, certain certificates of deposit,
federal funds and other qualifying liquid investments. In 1996, one floating
rate security issued by a government sponsored entity in the amount of $500,000
and one fixed rate Treasury bond in the amount of $250,000 matured. A fixed rate
callable security was purchased at par value, $500,000 in the first quarter of
1996. In the third quarter, the Bank purchased another fixed rate callable
security at par value of $500,000, and four fixed rate agencies, three of which
are mortgage backed securities.
Allowance for Loan Losses. The allowance for loan losses at September 30, 1996
- --------------------------
was $1 million or 1.47% of total loans outstanding, compared to $748 thousand or
2.51% at December 31, 1995. In the period ended September 30, 1996, there were
$133 thousand in charge-offs. Recoveries in the period ended September 30, 1996
totalled $218 thousand including proceeds from a prejudgment attachment of an
account pledged as collateral for a loan charged off in a prior year in the
amount of $121 thousand. Net recoveries in the period ended September 30, 1996
were $85 thousand compared to net recoveries of $16 thousand in the period ended
September 30, 1995. Although the allowance for loan losses at September 30, 1996
increased since December 31, 1995, non-performing loans increased $638 thousand
to $1.1 million at September 30, 1996 from $465 thousand at December 31, 1995.
This increase is attributable to an increase in non-accrual loans in the amount
of $571 thousand in the period ended September 30, 1996. See "Non-performing
Loans and Assets" below. At September 30, 1996, the allowance for loan losses
was 92% of non-performing loans compared to 161% at December 31, 1995. In
management's opinion, the allowance for loan losses as of September 30, 1996 is
adequate to cover potential losses that can be anticipated at this time based on
current risks and knowledge of the portfolio.
As a result of management's evaluation of the adequacy of the allowance for loan
losses, a reduction of $35 thousand of the allowance through the provision for
loan losses was approved in July 1996. The allowance was increased by the $220
thousand allowance for lossess related to the loans recorded in the Acquisition.
The resulting allowance for loan losses is 1.47% of loans outstanding.
Non-performing Loans and Assets. The Bank's non-performing assets totalling
- --------------------------------
$2.2 million consist of loans delinquent 90 days or more, non-accrual loans,
restructured loans, other real estate owned ("OREO"), and other assets. The
percentage of non-performing assets to total assets decreased to 2.03% at
September 30, 1996 from 3.98% at December 31, 1995. Management intends to
continue its efforts to reduce
7
<PAGE>
non-performing assets through future sales of OREO and other assets and
upgrading of non-performing loans.
loans totalled $1.1 million at September 30, 1996 compared to
$465 thousand at December 31, 1995. Non-performing loans at September 30, 1996
consist of loans delinquent 90 days or more totalling $92 thousand, one loan in
non-accrual status in the amount of $648 thousand and one restructured loan in
the amount of $363 thousand. This restructured loan has been renegotiated and
is currently performing within its new terms. The increase in non-performing
loans resulted primarily from one loan in the amount of $648 thousand which
became 90 days past due during the current quarter. The loan is collateralized
by single family lots. A specific reserve for this loan has been established.
At September 30, 1996, OREO, net of valuation reserve, was $975 thousand, which
is a decrease of $77 thousand compared to net OREO at December 31, 1995. This
amount includes four properties. There is a valuation reserve in the amount of
$30,000 which was established in the first quarter of 1995 for one property as a
result of an updated appraisal. This property is currently generating rental
income on a monthly basis. In addition, the lease agreement contains a purchase
option at a price significantly above the Bank's carrying value. It is
management's belief that the property will be sold for the option price at the
end of the lease. Generally, the Bank evaluates the fair value of each property
owned annually. These evaluations may be appraisals or other market studies.
At September 30, 1996, management believes the carrying amounts for OREO
properties approximate fair value. There were no additions to OREO in the
current period.
Stockholders' Equity. Stockholders' equity of $5.8 million at September 30,
- ---------------------
1996 increased $2 million from December 31, 1995. The increase in equity since
December 31, 1995 includes year-to-date earnings from operations in the amount
of $42 thousand. Also included in stockholders' equity at September 30, 1996 is
an unrealized holding gain of $4 thousand for securities available for sale
compared to an unrealized holding gain of $32 thousand at December 31, 1995 and
$218 thousand of unamortized loss on securities held to maturity compared to
$289 thousand at December 31, 1995.
A private placement offering in the amount of $2 million was completed in
September 1996 in connection with the consummation of the acquisition of assets
and assumption of deposit liabilities previously discussed.
Capital Adequacy and Regulatory Requirements. At September 30, 1996, the Bank's
- ---------------------------------------------
ratio of Tier I capital to total average assets equalled 15.46%, which exceeded
the minimum leverage capital ratio of 4% by 9.46 %.
8
<PAGE>
At September 30, 1996, the Bank's Tier I capital to risk-weighted assets ratio
was 8.55% which exceeded the minimum required ratio of 4% by 4.55%. The Bank's
total capital to risk-weighted assets ratio at September 30, 1996 was 9.79%
which exceeded the minimum required ratio of 8% by 1.79%.
RESULTS OF OPERATIONS
For the nine months ended September 30, 1996, the Corporation had net income of
$46 thousand before taxes of $4 thousand compared to net income from the
corresponding period in 1995 of $239 thousand a decrease of $193 thousand or
81%. The decrease is primarilty attributable to an increase in noninterest
expense of $223 thousand.
The earnings per share were $0.02 for the nine months ended September 30, 1996,
compared to $0.10 per share for the corresponding period in 1995.
Net Interest Income. Net interest income is the difference between interest
- -------------------
income on earning assets and interest expense on interest bearing deposits and
other borrowings. Net interest income for the nine month period ended September
30, 1996 of $1.8 million reflected a decrease of $10 thousand compared to the
corresponding period in 1995. Interest income for the nine month period ended
September 30, 1996 was $2.76 million, an increase of $124 thousand or 4.7% from
the same period in 1995. Interest and fees on loans amounted to $2.4 million for
the period ended September 30, 1996, an increase of $179,000 or 8.1% compared to
the corresponding period of 1995. This increase was primarily due to an increase
in average loans outstanding during the period. Interest income on investment
securities for the nine month period ended September 30, 1996 of $315 thousand
reflected a decrease of $16 thousand compared to the corresponding period in
1995. This decrease is primarily the result of the repricing of floating rate
securities in the investment portfolio. The earnings on these securities will
continue to be affected by changes in the relationship of long term and short
term rates. Interest expense of $969 thousand for the period ended September 30,
1996 reflected an increase of $134 thousand or 16% from the corresponding period
in 1995. This includes an increase in interest expense on deposits of $52
thousand and an increase of $82 thousand in interest expense on advances and
other borrowed funds for the period ended September 30, 1996 compared to the
corresponding period of 1995. This is due primarily to an increase in other
borrowed funds in the form of an advance from the FHLB which was paid off in
Sepetember 1996. Interest expense on deposits of $347 thousand in the quarter
ended September 30, 1996 reflects an increase from the corresponding quarter in
1995 of $58 thousand or 20% primarily due to the impact of the acquisition of
deposits previously discussed.
The average yield on interest earning assets for the nine month period ended
September 30, 1996, was 8.69% compared to 8.97% for the nine months ended
September 30, 1995. The average cost of funds for the nine months ended
September 30, 1996, was 3.83% compared to 3.68% for the same period in 1995.
Net interest margin was
<PAGE>
5.64% for the period ended September 30, 1996 compared to 6.13% for the
corresponding period in 1995.
Provision for Loan Losses. There was no provision for loan losses in the period
- -------------------------
ended September 30, 1996. Although there has been an increase in non-performing
assets due to an increase in loans delinquent 90 days or more, specific reserves
have been established and the Bank considers the allowance adequate at this
time.
In July 1996, as a result of management's evaluation of the adequacy of the
Bank's allowance for loan losses, there was a reduction of the allowance through
the provision in the amount of $35 thousand.
Noninterest Income. Noninterest income for the nine month period ended
- ------------------
September 30, 1996, was $368 thousand compared to $333 thousand for the nine
months ended September 30, 1995, an increase of $35 thousand or 10%. Increased
service charges on deposit accounts of $102 thousand were offset by a decrease
in other income which resulted from a $58 thousand gain on the sale of loans
that occured in the third quarter of 1995.
Noninterest Expense. Noninterest expense for the period ended September 30,
- -------------------
1996 of $2.15 million reflected an increase of $223 thousand or 11.6% compared
to the corresponding period of 1995. Expense for occupancy and equipment of $481
thousand increased $126 thousand or 35.5% in the period ended September 30, 1996
compared to the corresponding period of 1995 as a result of increased expenses
associated with the relocation of the Germantown branch in the fourth quarter of
1995 and the opening of the Bank's fourth branch in downtown Bethesda, Maryland
in May 1996. Data processing services expense increased $38 thousand or 25% in
the period ended September 30, 1996 compared to the same period of 1995 due to
outsourcing of certain back office functions. In addition, the Bank is taking
advantage of advances in technology available in order to improve its product
line, service delivery and achieve other operating efficiencies. The Bank's
expense for FDIC insurance for the period ended September 30, 1996 of $11
thousand decreased by $35 thousand or 76% compared to the same period in 1995.
The FDIC reduced the deposit insurance premium paid by most members of the Bank
Insurance Fund ("BIF") effective September 1, 1995. As a result of this premium
decrease, the Bank received a refund in the amount of $23,420 in September 1995.
In addition, the Bank's FDIC insurance expense decreased due to its improved
supervisory rating and well-capitalized position. FDIC insurance expense will
increase as a result of the deposits acquired in the transaction previously
discussed. The Bank's current assessment rate is .03% of deposits. The FDIC has
established a process for raising or lowering all assessment rates for BIF-
insured institutions semi-annually if conditions warrant a change.
In July 1996, the Bank incurred an increase in other real estate owned expense
due to a loss on the sale of a property in the amount of $35,000.
<PAGE>
Applicable Income Tax. Net operating loss carryforwards for the first nine
- ---------------------
months of 1996 offset current tax expense except to the extent of the effect of
the Alternative Minimum Tax.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS N/A
ITEM 2 - CHANGES IN SECURITIES N/A
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES N/A
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS N/A
ITEM 5 - OTHER INFORMATION N/A
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
(11) Statement regarding computation of per share earnings: Earnings per
share have been computed based upon 3,258,833 shares, the weighted
average number of shares outstanding during the period ended September
30, 1996.
(27) Financial Data Schedule: Filed herewith.
B. Reports on Form 8-K
(b) Reports on Form 8-K. FWB Bancorporation filed a report on Form 8-K on
-------------------
October 4, 1996 reporting the acquisition of a portfolio of loans a bulding and
fixed assets and the assumption of deposits associated with the Alexandria,
Virginia office of First Commonwealth Savings Bank, FSB a wholly owned
subsidiary of First Commonwealth Financial Corp. No financial statements were
filed with the Form 8-K in accordance with instruction (b) (2) to Item 7 of Form
8-K.
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
FWB BANCORPORATION
(Registrant)
Date: November 13, 1996 /s / Steven K. Colliatie
------------------------ -------------------------------------
Steven K. Colliatie
President
Date: November 13, 1996 /s/ Barbara L. Martinez
----------------------- --------------------------------------
Barbara L. Martinez
Chief Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000719488
<NAME> FWB BANCORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,444
<INT-BEARING-DEPOSITS> 4,500
<FED-FUNDS-SOLD> 14,532
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,009
<INVESTMENTS-CARRYING> 9,389
<INVESTMENTS-MARKET> 0 <F1>
<LOANS> 69,096
<ALLOWANCE> 1,017
<TOTAL-ASSETS> 107,054
<DEPOSITS> 97,415
<SHORT-TERM> 2,000
<LIABILITIES-OTHER> 317
<LONG-TERM> 1,500
0
0
<COMMON> 393
<OTHER-SE> 5,429
<TOTAL-LIABILITIES-AND-EQUITY> 107,054
<INTEREST-LOAN> 2,395
<INTEREST-INVEST> 296
<INTEREST-OTHER> 70
<INTEREST-TOTAL> 2,761
<INTEREST-DEPOSIT> 878
<INTEREST-EXPENSE> 969
<INTEREST-INCOME-NET> 1,792
<LOAN-LOSSES> (35)
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,149
<INCOME-PRETAX> 46
<INCOME-PRE-EXTRAORDINARY> 46
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 42
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
<YIELD-ACTUAL> 5.64
<LOANS-NON> 648
<LOANS-PAST> 740
<LOANS-TROUBLED> 363
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 748
<CHARGE-OFFS> 133
<RECOVERIES> 218
<ALLOWANCE-CLOSE> 1,017 <F2>
<ALLOWANCE-DOMESTIC> 175
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 842 <F3>
<FN>
<F1>Not broken out in QSB
<F2> Allowance for loan loss at end of period includes an adjustment of
interest recovery posted to the allowance in error, an increase of $220,000 in
connection with the acquisition of loans, and a reduction of $35,000.
<F3> All unallocated is for domestic loans.
</FN>
</TABLE>
