<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
/X/ Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the calandar year ended December 31, 1995, or
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
----------------------
COMMISSION FILE NUMBER 2-71332
----------------------
TWENTIETH BANCORP, INC.
(Exact name of registrant as specified in its charter)
WEST VIRGINIA 55-0634729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 THIRD AVENUE, HUNTINGTON, WEST VIRGINIA
(Address of principal executive offices)
25703-0527
(Zip code)
(304) 526-6200
(Registrant's telephone number, including area code)
Common Stock, $1.00 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to fule such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The aggregate market value of the voting stock held by non-affiliates of the
Registrant based upon a "Conditional Stock Option Agreement" price with Horizon
Bancorp, Inc. of $40.40 for the Common Stock on March 08, 1996, was
approximately $43,445,635. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of March 08, 1996, Registrant had 1,800,000 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference to Parts II,
III and IV of the Form 10K Report: (1) Registrant's Audited Consolidated
Financial Statements for the calendar year ended December 31, 1995 (Parts I and
II).
<PAGE> 2
PART I
Item 1. BUSINESS
Twentieth Street Bank was originally incorporated on September 11, 1905, as a
state bank under the laws of West Virginia, and has operated as such since that
time. In 1983, the Bank became a wholly owned subsidiary of Twentieth Bancorp,
Inc., which is a one-bank holding company.
Twentieth Street Bank's Milton Branch was originally a separate corporation
(Bank of Milton) incorporated on September 7, 1904 as a state bank under the
laws of West Virginia and operated as such up to being acquired by Twentieth
Street Bank on June 30, 1985.
Twentieth Street Bank's West Hamlin, Alum Creek and Harts Branches, were
originally a separate corporation (First National Bank of West Hamlin)
incorporated on October 24, 1964, as a national bank. The First National Bank
of West Hamlin was acquired by Twentieth Bancorp, Inc. on December 31, 1984.
It continued to operate as a national bank until January 1, 1990, when its
operations became branches of The Twentieth Street Bank, Inc. The Alum Creek
Branch was closed on March 31, 1994.
In December, 1995, the Twentieth Street Bank added a new full service branch
facility in Hamlin, West Virginia on State Route 3 located in Lincoln County.
Twentieth Street Bank offers all services normally offered by a full-service
commercial bank, including: commercial and individual demand and time deposit
accounts; commercial and individual loans; trusts; and drive-in banking
services. The Milton Branch, Pea Ridge Branch and Lincoln County Branches
offer all such services, with the exception of trust services. In the opinion
of management, no material portion of the bank's deposits have been obtained
from a single or small group of customers, and the loss of any one customer's
deposits or a small group of customers' deposits would not have a material
adverse effect on the business of the Bank.
The operations of The Twentieth Street Bank are conducted in Huntington, West
Virginia, at the main office of the bank located at the corner of Third Avenue
and Twentieth Street. The main office has two drive-in facilities. One is
located at the corner of Fifth Avenue and Nineteenth Street and one behind the
main facility. The operations of the Milton Branch are conducted in Milton,
West Virginia, at the main office of the bank located at 1041 Church Street.
The operations of the Pea Ridge Branch are conducted at 5263 Route 60 East,
Huntington, West Virginia. The operations of the West Hamlin Branch are
conducted in West Hamlin, West Virginia, at the corner of Sheridan Street and
Shelton Avenue. Other locations in Lincoln County are in Pleasant View, Hamlin
and Harts, West Virginia. The bank is a member of the Federal Deposit
Insurance Corporation, and its deposits are insured as provided by law.
<PAGE> 3
SUPERVISION AND REGULATION
The operations of the Bank are subject to federal and state statutes, which
apply to state chartered banks. Bank operations are also subject to
regulations of the West Virginia Banking Commissioner and the Federal Deposit
Insurance Corporation. Federal and state banking laws and regulations govern,
among other things, the scope of a bank's business, the investments a bank may
make, the reserves against deposits a bank must maintain, loans a bank makes
and collateral it takes, the activities of a bank with respect to mergers and
consolidation and the establishment of branches. The Federal Reserve Board
provides guidelines to impose a risk-based capital framework. The guidelines
establish the framework that make capital requirements more sensitive to risk
profiles of bank holding companies. Attainment of the minimum required ratios,
known as Tier I capital and Tier II capital, were phased in between 1990 and
1993. Tier I includes stockholders' equity and must be at least 4% while Tier
II capital includes the allowance for loan losses. On December 31, 1993, bank
holding companies must have a total capital ratio, including Tier I and Tier II
capital, of at least 8%. In light of the risk-based capital guidelines and
existing balances at the end of 1995, Twentieth Bancorp, Inc. substantially
exceeds the minimum requirements in all profiles. The Bank has been operating
under a FDIC's "Memorandum of Understanding (MOU)" for excessive number of
apparent compliance violations since December 12, 1994, (see financial
statements note 13).
COMPETITION
The primary market area of Twentieth Street Bank is generally defined as
Cabell, Wayne and Lincoln Counties, West Virginia. As of December 31, 1995,
there were 5 banks operating in those three counties. As of December 31, 1995,
The Twentieth Street Bank was second in total assets of all banks within the
three counties.
The Bank competes actively with national and state banks and other financial
institutions, including savings and loan associations, and credit unions in
their market area. In addition, the bank, like other depository institutions,
has been subjected to competition from less heavily regulated entities such as
brokerage firms, money market funds, consumer finance and credit card companies
and other financial services companies. As a result of deregulation presently
existing in government, numerous legislative proposals are pending which would
either liberalize many of the regulatory restrictions now imposed on the banks
or require the banks' nonbanking competitors to comply with similar regulatory
restrictions. Merger and acquisition activity has been on the increase
state-wide in West Virginia over the past five years.
<PAGE> 4
FINANCIAL INFORMATION
The financial disclosures required under item one are included in the Audited
Consolidated Financial Statements of Twentieth Bancorp, Inc. for the year ended
December 31, 1995.
Item 2. PROPERTIES
The Twentieth Street Bank occupies the facilities at 1900 Third Avenue, in
Huntington, West Virginia. There are adjacent parking facilities to the bank
for the convenience of customers and employees of the bank. The main bank is a
three story brick building with 31,824 square feet, with four drive up windows
and an ATM access lane. A warehouse building occupies one of the lots in the
area and is used for storage purposes of bank supplies, records, and equipment.
The off premises facility at 1751 Fifth Avenue in Huntington is another
property owned by the Bank and its limited functions restrict it to less than a
branch operation per the West Virginia Code.
The Pea Ridge Branch opened for business on July 1, 1991 in the new facility
located at 5263 Route 60 East, Huntington, West Virginia. The facility is a
2,000 square foot street level full service banking operation, with four drive
up windows and an ATM access lane. Parking facilities are adjacent to the
branch.
The Milton Branch of Twentieth Street Bank has occupied its present banking
house, located at 1041 Church Street, Milton, West Virginia, since May of 1965.
The building has a street level main banking floor and a full size lower level
to facilitate additional operations, with 9,840 square feet. There are three
drive up lanes and an ATM access lane. There are adjacent parking facilities.
The West Hamlin Branch was opened for business on October 24, 1964, on Sheridan
Street in the Town of West Hamlin. These quarters were banking offices until
May of 1977 at which time a new building was completed at the intersection of
Sheridan and Shelton Street. The 8,640 square foot two-story building stands
on a 200 x 120 foot lot and the building measures approximately 54 x 80 with
potential of three drive-in lanes. An adjacent lot was purchased in 1986 for
the purpose of providing additional parking. The off premises drive-in
facility on leased land was opened in the spring of 1986 on State Route 10
south of West Hamlin in the community of Pleasant View.
The Harts Branch is a remodeled ranch-style dwelling containing 1600 square
feet and sits on a 2 1/2 acre tract of land owned by the bank with drive-in
lanes on State Route 10.
The Hamlin Branch opened for business December 6, 1995 in a leased remodeled
dwelling at 828 Lynn Avenue in the town of Hamlin. This facility has on street
parking with a walk up ATM.
The bank has made a high commitment to increasing service through a network of
six automatic teller machines (ATM) located in strategic areas throughout
Cabell County. The bank's ATMs are members of the MAC Network, a regional
network centered in Cincinnati, Ohio with access to the nationwide CIRRUS ATM
network.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which Twentieth Bancorp, Inc. or it's
subsidiary bank are a party to and no known proceedings are contemplated by
governmental authorities.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of 1995.
<PAGE> 5
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
Although there have been comparatively few trades, Twentieth Bancorp, Inc.
shares for the most part have been traded among existing shareholders. There
have been a limited number of trades through local representatives of national
brokers. There were 433 shareholders of record on March 16, 1996.
The following table indicates the price fluctuations in and dividends paid on
the Bancorp's stock over the past two years:
- ------------------------------------------------------------------------------
Two Year Quarterly Summary Concerning Common Stock
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 Dividends Per Share (1) Market Value of Common (1)
Stock
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
First Quarter $ .-- $17.50 - $17.50
Second Quarter .30 17.50 - 17.50
Third Quarter .-- 17.50 - 20.00
Fourth Quarter .30 20.00 - 20.00 (2)
-----
Total $ .60
=====
1994
- ------------------------------------------------------------------------------
First Quarter $ .-- $15.83 - $15.83
Second Quarter .23 15.83 - 16.67
Third Quarter .-- 16.67 - 17.50
Fourth Quarter .27 17.50 - 17.50
--
Total $ .50
=====
<FN>
(1) All per share data reflects a three-for-one stock split/dividend.
(2) On February 6, 1996, the Twentieth Bancorp, Inc. entered into a definitive
agreement to be merged into the Horizon Bancorp, Inc. with its primary office
located in Beckley, West Virginia. This merger is expected to be completed in
the third quarter of 1996 and will be accounted for as a pooling-of-interest.
The agreement provides for the exchange of 1.01 shares of Horizon Bancorp
capital stock for each of the 1,800,000 outstanding shares of the Twentieth
Bancorp. The agreement stipulates certain market price conditions that could
rescind the merger. The transaction is also subject to the approvals of both
the shareholders and the appropriate regulatory authorities. The Horizon
Bancorp is listed on the NASDAQ Stock Exchange. A "Conditional Stock Option
Agreement" on 19.9% of the Twentieth Bancorp, Inc. was given to Horizon at a
stated amount of $40.40 per share on unissued common stock. This agreement is
in effect until December 31, 1996.
</TABLE>
<PAGE> 6
Item 6. SELECTED FINANCIAL DATA
- ------------------------------------------------------------------------------
Summary of Financial Data for Five Years TABLE 1
(Dollars in Thousands, Except Per Share Data)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
YEAR-END BALANCES:
Total Assets $317,308 $312,671 $308,345 $307,123 $286,670
Total Earning Assets 290,442 285,587 284,186 282,263 263,913
Total Deposits 280,257 279,064 276,383 275,852 258,397
Shareholders' Equity 33,276 29,310 28,305 26,168 24,237
OPERATING RESULTS:
Total Interest Income 23,716 21,014 20,382 22,526 24,624
Total Interest Expense 9,120 7,116 7,923 10,504 13,275
Net Interest Income 14,596 13,898 12,459 12,022 11,349
Provision for Loan Losses 1,444 739 381 893 1,555
Noninterest Income 1,606 1,147 1,457 1,238 1,053
Noninterest Expense 11,347 11,152 10,558 9,655 8,731
Net Income 3,411 3,154 2,977 2,712 2,116
PER SHARE OF COMMON STOCK:
Net Income (2) 1.90 1.75 1.65 1.51 1.18
Book Value (1) 18.51 16.29 15.73 14.54 13.49
Cash Dividends (1) .60 .50 .47 .43 .40
AVERAGE BALANCE SHEET SUMMARY:
Loans, Net
of Unearned Income $198,098 $190,175 $177,060 $159,535 $146,478
Investment Securities 85,083 92,081 101,026 113,908 110,492
Total Assets 312,713 307,215 304,620 299,406 281,320
Deposits 275,579 274,262 273,074 270,050 250,683
Shareholders' Equity 31,590 29,106 27,535 25,234 23,056
Average Shares
Outstanding (1) 1,797,840 1,799,703 1,799,838 1,799,733 1,796,754
KEY FINANCIAL RATIOS:
Return on Average Assets 1.09% 1.03% 0.98% 0.91% 0.75%
Return on Average Equity 10.80 10.84 10.81 10.75 9.18
Average Equity to
Average Assets 10.10 9.47 9.04 8.43 8.20
<FN>
(1) Reflects a 3-1 stock split.
(2) Per common share based on weighted average (1) common shares outstanding.
</TABLE>
<PAGE> 7
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PERFORMANCE SUMMARY
The following management's discussion and analysis is provided to assist in
understanding the performance of the Twentieth Bancorp, Inc..
Twentieth Bancorp, Inc. is a one bank holding company. The operations of The
Twentieth Street Bank, Inc. are conducted in Huntington, West Virginia, at the
main office of the bank located at the corner of Third Avenue and Twentieth
Street, with 6 branches in Cabell and Lincoln Counties. Twentieth Street Bank
offers all services normally offered by a full-service commercial bank,
including: commercial and individual demand and time deposit accounts;
commercial and individual loans; drive-in banking; and trust services.
Twentieth Bancorp reported net income of $3,411 December 31, 1995, an increase
of $257 or 8.15% from the $3,154 reported in 1994. These increases reflected
the continued positive effects of improved net interest margins and management
of controllable expenses. Earnings per common share was $1.90 in 1995 an
increase of 8.57% from $1.75 a share earned in 1994. Some of the increased
earnings are attributed to the FDIC reducing the insurance premiums banks are
required to pay on deposits.
Comparisons of total assets and net income were positive. Total interest
income for the year increased $2,702 or 12.86%, and interest expense increased
$2,004 or 28.16% from the same period a year earlier. This reflects the
increased cost of money as rates stabilize in 1995 as compared to the rising
interest trend in 1994.
Total assets increased $4,637 or 1.48% to $317,308 for the year ended December
31, 1995, from $312,671 for the year ended December 31, 1994. Total deposits
increased $1,193 or .43% for the same comparative period a year earlier.
Growth in deposits is substantially attributed to the nine month certificate
introduced in April and May, 1995, at 6.50%. Since that time the rate has been
lowered to 5.35%, in line with our market competitiveness on traditional
deposit instruments.
The combination of increased earnings, net of dividends, and net increase of
$1,635 in the unrealized position of securities available for sale resulted in
a shareholders' equity growth of $3,966 for year to date comparisons.
Resulting from the positive trends of 1995, the market price of Twentieth
Bancorp, Inc. stock had increased from $17.50 to $20.00, at year end per share
following the 3 for 1 stock split-up in May, 1995.
We opened our Hamlin, West Virginia branch in December, 1995. This is a full
function branch with an automated teller machine, but no drive in facility.
<PAGE> 8
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in Bancorp's
cumulative total shareholder return on its Common Stock for the five year
period ending December 31, 1995, with the cumulative total return of the NASDAQ
Stock Index and the Media General Industry Group Index - 04, which consists of
all banks and bank holding companies within the United States whose stock has
been publicly traded for at least six years. The listings of the banks and
bank holding companies in the index are not listed by SIC code. The graph
assumes (i) the reinvestment of all dividends and (ii) an initial investment of
$100. There is no assurance that Bancorp's stock performance will continue in
the future with the same or similar trends as depicted in the graph. The
Bancorp's Common Stock is not traded on any formalized exchange. Therefore,
assumption of reinvestment of dividends may be effected by the lack of
availability of shares to purchase.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG TWENTIETH BANCORP, INC.
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Twentieth Bancorp, Inc. 100 110.63 128.95 148.49 169.05 199.60
Industry Index 100 141.18 168.20 198.83 188.63 266.76
Road Market 100 130.48 140.46 154.62 156.66 215.54
</TABLE>
PROFITABILITY MEASURE AND CAPITAL RESOURCES
The return on average assets (ROA) and the return on average equity (ROE) are
key measures of profitability. ROA measures how effectively Twentieth Bancorp
utilizes its assets to produce net income while ROE measures the amount of
income earned relative to the amount of shareholders' investment in Twentieth
Bancorp. Bancorp's ROA increased to 1.09% for the year ending December 31,
1995, compared to 1.03%, and .98% for the years 1994, and 1993, respectively.
ROE was 10.80% for December 31, 1995, compared to 10.84% and 10.81% for the
years 1994, and 1993, respectively. Average equity to average assets of 10.10%
for December 31, 1995 increased 63 basis points from 9.47% in December 31,
1994, reflected higher retained earnings.
The board of directors has recently initiated an evaluation of the bank's
strategic alternatives and methods to improve shareholder value and liquidity.
To assist us, we hired a nationally recognized investment banking firm, Baxter
Fentriss and Company. The conclusions of this evaluation resulted in the Board
taking additional steps to enhance the value of Bancorp's stock including the
exploration of mergers or a sale of the bank. On February 6, 1996, The
Twentieth Bancorp, Inc. entered into a definitive agreement to be merged into
the Horizon Bancorp, Inc. with its primary office located in Beckley, West
Virginia. This merger is expected to be completed in the third quarter of 1996
and will be accounted for as a pooling-of interest. The agreement provides for
the exchange of 1.01 shares of Horizon Bancorp capital stock for each of the
1,800,000 outstanding shares of the Twentieth Bancorp. The agreement
stipulates certain market price conditions that could rescind the merger. The
transaction is also subject to the approvals of both the shareholders and the
appropriate regulatory authorities. The Horizon Bancorp is listed on the
NASDAQ Stock Exchange.
Under the terms of the definitive agreement, Twentieth Bancorp will become a
wholly-owned subsidiary of Horizon Bancorp. Horizon Bancorp, a bank holding
company, headquartered in Beckley, West Virginia had total assets of $614,745,
total deposits of $514,475 and shareholders equity of $71,107 at December 31,
1995.
<PAGE> 9
NET INTEREST INCOME
The most significant component of earnings is net interest income. This
category of income is very sensitive to changes in the volume, mix and interest
yield/rate of earning assets, and interest bearing liabilities. Net interest
income on a federal tax equivalent basis (FTE) improved 4.1% to $14,766 in 1995
compared to $14,188 earned in 1994, which follows an increase of 10.9% for 1994
over 1993. Twentieth Bancorp's net interest income grew during 1995 by $697 or
5.02% to $14,595 from $13,898 for 1994 which followed an increase of $1,439
from 1993. This trend primarily is a result of the repricing effects of loans
versus deposits whereas loan rates changed more rapidly during the upward trend
in interest rates since 1993. The tax equivalent basis adjustment has been
included in interest income to reflect the level of income had income on
obligations of state and political subdivision exempt from income tax, being
taxed at a rate of 34%, for all periods reported.
The net interest margin for the year ended December 31, 1995 increased to
5.04%, an improvement of 12 basis points from the net interest margin recorded
a year earlier of 4.92% and 44 basis points increase from 4.48% in 1993.
Yields paid on interest bearing liabilities increased to 3.84% for the year
ended December 31, 1995 when compared to 2.99% and 3.32% for 1994 and 1993,
respectively. The increase in loan volume and yield is the primary reason for
the continued increases in average earning asset yields. Total earning assets
yields increased 76 basis points to 8.16% in 1995 as compared to 1994 which was
7.49%. This followed an 11 basis point increase from the 7.29% yield for 1993.
Yield levels paid on interest bearing liabilities also increased 85 basis
points to 3.84% in 1995 as compared to 1994 at 2.99% which had declined from
3.32% in 1993. However, the volume of interest bearing liabilities have
declined from $241,017 in 1993 to $238,534 and $237,987 in 1994 and 1995,
respectively. The net interest margin increased to 5.04% during 1995 from
4.92% in 1994 which had increased from 4.48% in 1993 is directly linked to the
increase in total earning asset volume as compared to the decrease in total
interest bearing liabilities. Interest income is presented in Table 2 of
Distribution of Average Assets, Liabilities and Shareholders' Equity; Interest
Rates and Interest Differential in further detail.
A Rate Volume Analysis of the Changes in Interest Margin is provided in Table 3
including the effects of changes in average volume and in average interest
rates on both earning assets and interest bearing liabilities.
Interest income (FTE) from average earning assets increased $2,588 or 12.1% in
1995 following an increase of $542 or 2.6% in 1994. Changes in the rates on
average earning assets, primarily loans, contributed to the growth in 1995.
During 1995, management tightened credit with higher interest rates which had
an effect of reducing loans, while utilizing increased security yields to
re-invest the loan proceeds. In addition to loan monies, matured investment
securities were primarily reinvested in securities available for sale to
increase liquidity for potential shifts in the market.
Interest bearing liabilities include time and savings deposits, federal funds
purchased, repurchase agreements, and other borrowings. These are the primary
sources of funds which support earning assets. The total expense on average
interest bearing liabilities increased $2,010 or 28.2% for 1995 over 1994.
This compares to a decrease in 1994 over 1993 of $852 or 10.6%. The 1994
decrease occurred from a decline of 33 basis points in average interest rates
paid on interest bearing liabilities. The shift from savings and interest
bearing demand deposits to time deposits was primarily due to higher yields
paid on certificates of deposits. The changes in composition of the deposits
is a result of late year interest rate increases which attracted customers away
from the demand accounts to time deposits in 1994. This trend continued into
1995 and resulted in higher costs for interest bearing deposits and marginal
narrowing of increases in net interest margin spreads.
The effect of changing prices on financial institutions is typically different
than non-banking companies since virtually all of a bank's assets and
liabilities are monetary in nature. In particular, interest rates are
significantly affected by inflation, but neither the timing nor magnitude of
the changes are directly related to price level indices; therefore, the
corporation can best counter inflation over the long term by managing net
interest income and controlling net increases in noninterest income and
expenses.
<PAGE> 10
- --------------------------------------------------------------------------------
Distribution of Average Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differential TABLE 2
$ (thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended 1995 1994
December 31,
Average Income Yield/ Average Income Yield/
Balance Expense Rate Balance Expense Rate
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans: (2)
Commercial (1) $ 74,481 $ 7,085 9.51% $ 72,765 $ 6,052 8.32%
Real Estate 46,969 4,037 8.59 50,743 3,916 7.72
Consumer 76,648 6,985 9.11 66,667 5,468 8.20
------- ------ ------- ------
Total Loans (1) 198,098 18,107 9.14 190,175 15,436 8.12
------- ------ ------- ------
Securities:
Taxable 81,312 4,808 5.91 86,183 4,914 5.70
Tax Exempt (1) 3,771 429 11.37 5,898 733 12.43
------- ------ ------- ------
Total Securities (1) 85,083 5,237 6.15 92,081 5,647 6.13
------- ------ ------- ------
Federal Funds Sold
& Repos. 9,722 570 5.86 6,032 243 4.02
------- ------ ------- ------
Total Earning
Assets (1) 292,903 23,914 8.16 288,288 21,326 7.40
------- ------- ------- ------
Cash & Due From Banks 10,684 9,677
Premises &
Equipment, Net 6,886 6,997
Other Assets 4,250 3,938
Allowance for
Unrealized Losses
on Securities -- --
------- -------
Loan Losses (2,010) (1,685)
------- -------
Total Assets 312,713 307,215
======= =======
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest Bearing
Deposits:
Demand Deposits (1) $ 35,734 $ 843 2.36% $ 38,203 $ 911 2.39%
Savings Deposits
(Including MMDA) (1) 93,999 2,728 2.90 121,528 3,266 2.69
Time Deposits (1) 105,105 5,373 5.11 76,564 2,874 3.75
------- ----- ------- -----
Total Interest
Bearing Deposits (1) 234,838 8,944 3.47 236,295 7,051 2.98
Purchased Funds (1) 3,009 152 5.06 2,086 78 3.76
Long-Term Borrowings (1) 140 8 6.01 153 9 6.08
Other Interest -- 44 -- --
------- ----- ------- -----
Total Interest
Bearing Liabil-
ities (1) 237,987 9,148 3.84 238,534 7,138 2.99
------- ----- ------- -----
Non-Interest Bearing:
Demand Deposits 40,741 37,967
Accrued Expenses
& Other 2,395 1,608
Shareholders' Equity 31,590 29,106
------- -------
Total Liabilities
& Shareholders'
Equity 312,713 307,215
======= =======
Net Interest
Margin (1) 292,903 288,288
======= =======
Net Interest
Income/Yield(1) 14,766 5.04 14,188 4.92
====== ==== ====== ====
<FN>
(1) Computed on a Fully Tax-Equivalent Basis Assuming a 34% Tax Rate.
(2) Non-accrual loans are included in average balances.
</TABLE>
<PAGE> 11
- ------------------------------------------------------------------------------
Distribution of Average Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differential Cont. TABLE 2
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended 1993
December 31,
Average Income Yield/
Balance Expense Rate
<S> <C> <C> <C>
ASSETS
Loans:(2)
Commercial(1) $ 58,017 $ 4,312 7.43%
Real Estate 63,881 5,004 7.83
Consumer 55,162 4,471 8.10
------- ------
Total Loans (1) 177,060 13,787 7.79
------- ------
Securities:
Taxable 93,538 5,839 6.24
Tax Exempt (1) 7,488 942 12.58
------- ------
Total Securities (1) 101,026 6,781 6.71
------- ------
Federal Funds Sold
& Repos. 7,207 216 3.00
------- ------
Total Earning
Assets (1) 285,293 20,784 7.29
------- -------
Cash & Due From Banks 8,853
Premises &
Equipment, Net 6,810
Other Assets 5,408
Allowance for
Unrealized Losses
on Securities --
-------
Loan Losses (1,744)
-------
Total Assets 304,620
=======
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest Bearing
Deposits:
Demand Deposits (1) $ 36,029 $ 1,036 2.87%
Savings Deposits
(Including MMDA) (1) 127,264 4,199 3.30
Time Deposits (1) 76,083 2,740 3.60
------- -----
Total Interest
Bearing Deposits (1) 239,376 7,975 3.33
Purchased Funds (1) 1,641 15 .91
Long-Term Borrowings (1) -- --
Other Interest -- --
------- -----
Total Interest
Bearing Liabil-
ties (1) 241,017 7,990 3.32
------- -----
Non-Interest Bearing:
Demand Deposits 33,698
Accrued Expenses
& Other 2,370
Shareholders' Equity 27,535
-------
Total Liabilities
& Shareholders'
Equity 304,620
=======
Net Interest
Margin (1) 285,293
=======
Net Interest
Income/Yield(1) 12,794 4.48
====== ====
<FN>
(1) Computed on a Fully Tax-Equivalent Basis Assuming a 34% Tax Rate.
(2) Non-accrual loans are included in average balances.
</TABLE>
<PAGE> 12
- ------------------------------------------------------------------------------
Rate-Volume Analysis of Change in Interest Margin(1) TABLE 3
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 vs. 1994 1994 vs. 1993
Due to Change in Due to Change in
Volume Rate Total Volume Rate Total
<S> <C> <C> <C> <C> <C> <C>
Earning Assets
Loans:
Commercial (1) $ 145 $ 888 $1,033 $ 1,185 $ 555 $ 1,740
Real Estate (228) 349 121 (1,015) (73) (1,088)
Consumer 871 646 1,517 943 54 997
------ ----- ------ ------ ------ ------
Total Loans(1)(2) 788 1,883 2,671 1,113 536 1,649
Securities:
Taxable (308) 202 (106) (440) (485) (925)
Tax Exempt (1) (246) (58) (304) (198) (11) (209)
------ ----- ----- ----- ----- -----
Total Securities(1) (554) 144 (410) (638) (496) (1,134)
Federal Funds Sold
& Repos 187 140 327 ( 24) 51 27
------ ----- ----- ----- ----- -----
Total Earning Assets(1) 421 2,167 2,588 451 91 542
------ ----- ----- ----- ----- -----
Interest Bearing
Liabilities:
Demand Deposits (1) (495) 427 (68) (45) (79) (124)
Savings Deposits (1) (203) (335) (538) 273 (1,206) (933)
Time Deposits (1) 1,268 1,231 2,499 17 116 133
------ ----- ----- ---- ----- -----
Total Interest
Bearing Deposits(1) 570 1,323 1,893 245 (1,169) (924)
Purchased Funds (1) 41 33 74 5 58 63
Long-Term
Borrowings (1) (1) 0 (1) 9 0 9
Other Interest(1) 0 44 44 0 0 0
------ ----- ----- ----- ----- -----
Total Interest
Bearing Liabilities(1) 609 1,401 2,010 259 (1,111) (852)
------ ----- ----- ----- ----- -----
Net Interest Income(1) (188) 766 578 192 1,202 1,394
====== ===== ===== ===== ===== =====
<FN>
(1) Computed on a Fully Tax-Equivalent Basis Assuming a 34% Tax Rate.
(2) Non-accrual loans are included in average balances and income on such
loans is recognized on a cash basis.
</TABLE>
Variances caused by the change in rate times the changes in balances are
allocated to rate.
<PAGE> 13
NONINTEREST INCOME
Excluding securities gains and losses (net of tax benefit), noninterest income
increased $114 or 7.6% in 1995 following a 1994 increase of $46 or 3.2% over
1993. As a percentage of average total assets, other noninterest income,
excluding security gains and losses, increased to .51% for 1995 from .49% and
.47% in 1994 and 1993, respectively. Trust Department income decreased $22 or
4.8% in 1995 following a 1994 increase of $45 or 10.7% when compared to 1993.
Service charges on deposits increased $115 or 14.9% in 1995 following an
increase of $68 or 9.7% in 1994 when compared to 1993. The increases in 1993
through 1995 were due to increases in service charges for all consumer deposit
account products. The trust department decrease for 1995 compared to 1994 was
a result of a one-time estate charges volume in 1994 for existing customers
while the normal trend in regular fees have increased.
Security gains and losses are taken in accordance with investment strategies
for improving the quality, liquidity, or average yield of the investment
portfolio. There were no sales of investments held to maturity in 1995 and
1994, however, 1994 exchanges made within 90 days of maturity yielded gross
gains of $5 and gross losses of $4. Early call of securities, held to
maturity, in 1993 resulted in a gross gain of $10. There were no sales of
investments held for sale during 1995, however, gross realized losses from
securities held for sale during 1994 were $347 on proceeds of $9,049.
NONINTEREST EXPENSES
The management of noninterest expenses is essential in achieving growth and
stability in earnings, to the extent that long-term goals are not abandoned for
short-term gains. This is accomplished by managing a comprehensive budgeting
process and continuing the review of operating efficiencies at all levels of
operations. Noninterest expenses are frequently referred to as overhead, they
are the costs which are incurred through normal operation. During 1995, total
noninterest expenses decreased $176 or 1.9% over 1994 following an increase of
$233 or 2.5% for 1994 over 1993.
Pension and employee benefits increased $104 or 22.8% in 1995 over 1994. This
increase is directly attributable to the increase in profit sharing
contribution of $80, and a $114 or 3.4% increase in salaries. Salaries
increased $76 or 2.3% in 1994 over 1993. Salary increases represent normal
increases to existing employees throughout the periods from 1993 through 1995.
Employee benefit increases coincide with salary increases for the periods 1993
through 1995, except for the inclusion of $237 in 1993. This was for the
redirection of pension assets, on the termination of the defined benefit plan,
receivable by the Bancorp but reverted to its employees. This is discussed in
Note 11 to the consolidated financial statements.
Occupancy, furniture and equipment expenses have increased to $1,139 in 1995 as
compared to $1,079 in 1994 and $1,001 in 1993. These increases represent
routine maintenance cost increases as a result of the normal aging of the
facilities and inflation.
The decrease in other operating expenses of $454 or 9.9% in 1995 over 1994
consists primarily of a decrease in dealer commission to $315 in 1995 as
compared to $777 in 1994, and $326 in 1993. The primary reason was due to the
credit policy change initiated by management toward indirect lending by
increasing rates on auto loans. Additionally, the Federal Deposit Insurance
Corporation reduced the insurance premiums banks are required to pay on
deposits, as a result a refund of $168 was received in the third quarter of
1995.
The remaining decrease in noninterest expense is broad based and not associated
with any one specific item. Control of other expense accounts has also
contributed to the reduction in this area. As a percentage of average total
assets, other expenses were 3.0%, 3.1% and 3.0 for the years 1995, 1994, and
1993, respectively.
<PAGE> 14
FEDERAL INCOME TAXES
Current federal income taxes increased to $1,738 for 1995 as compared to $1,472
and $1,240 for 1994 and 1993, respectively. This increase stems from a
combination of investment strategies in reducing the holding of tax exempt
securities and increased earnings in the loan portfolio. The State of West
Virginia liability amounted to $343, $293 and $249 in the years 1995, 1994, and
1993, respectively.
The statutory federal tax rate was 34% for the years 1995, 1994 and 1993. The
primary differences between applying statutory rates to income before income
taxes and deriving the current federal income tax expense is tax-exempt loan
and security income. The effective tax rate, applicable income taxes expressed
as a percentage of income before taxes, was 37.17% in 1995, 34.32% in 1994 and
30.15% in 1993. During 1995 an examination by the Internal Revenue Service was
completed for the years 1993 and 1992. The examination resulted in an
additional net federal and state income tax provision of $30 which has been
included in the results of operations for the year ended December 31, 1995.
The resulting net interest paid of $43, due primarily to timing differences in
loan loss recognition, also is reflected in current operations. Additional
information concerning income taxes are contained in Note 9 of the Notes to the
Financial Statements.
Additionally, reported federal income taxes do not represent the total tax
cost. The benefit of paying reduced federal income taxes on interest earned
from tax-exempt loans and securities is partially offset by accepting lower
pre-tax yields on these investments, when compared to yields available on
alternative taxable transactions.
QUARTERLY RESULTS OF OPERATIONS
A summary of quarterly results of operations for the years ended December 31,
1995 and 1994 is presented in the table below. The results of operations for
the first three quarters of 1995 have been discussed in our quarterly reports
to shareholders. Net income for the fourth quarter of 1995 decreased $122 or
13.4% as compared to the same quarter in 1994. On a per share basis, fourth
quarter earnings were $0.44 compared to $0.50 in 1994. The primary reasons for
the reduction was increased provision for loan losses of $401 when compared to
1994 primarily due to late quarter charge-offs of two large commercial
customers. The decrease in net interest income of $293 or 7.5% was primarily
due to the increase of total interest expense of $541 or 29.2% net of an
increase in total interest income of $248 or 4.3% in the fourth quarter over
the same period in 1994. This is the result of the late year narrowing of the
interest margin as loans declined from earlier periods. Other income for the
second quarter of 1994 contains security losses of $188.
<PAGE> 15
- ------------------------------------------------------------------------------
Two Year Summary of Income TABLE 4
$ (thousands, except per share data)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 by Quarter 1994 by Quarter
Fourth Third Second First Fourth Third Second First
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Income $5,984 $6,086 $5,921 $5,725 $5,736 $5,418 $5,037 $4,823
Interest Expense 2,393 2,412 2,304 2,011 1,852 1,821 1,743 1,700
----- ----- ----- ----- ----- ----- ----- -----
Net Interest
Income 3,591 3,674 3,617 3,714 3,884 3,597 3,294 3,123
Provision for
Loan Losses 692 264 198 290 291 192 187 69
----- ----- ----- ----- ----- ----- ----- -----
Net Interest
Income after
Provision for
Loan Losses 2,899 3,410 3,419 3,424 3,593 3,405 3,107 3,054
----- ----- ----- ----- ----- ----- ----- -----
Other Income 406 379 382 439 251 344 143 409
Other Expenses 2,184 2,374 2,442 2,329 2,517 2,447 2,373 2,167
----- ----- ----- ----- ----- ----- ----- -----
Income Before
Income Taxes 1,121 1,415 1,359 1,534 1,327 1,302 877 1,296
Applicable
Income Tax 333 512 541 632 417 465 306 460
----- ----- ----- ----- ----- ----- ----- -----
Net Income 788 903 818 902 910 837 571 836
===== ===== ===== ===== ===== ===== ===== =====
Net Income Per
Common Share $ .44 $ .50 $ .46 $ .50 $ .50 $ .46 $ .32 $ .46
===== ===== ===== ===== ===== ===== ===== =====
</TABLE>
LOAN PORTFOLIO
Loans are the primary use of financial resources and represent the largest
component of earning assets. The prime rate stabilized in 1995 as compared to
the sharp increase experienced in 1994. Total gross loans outstanding
decreased 5.4% to $194.2 million for 1995 over 1994 which compared to an
increase of 12.9% for 1994 over 1993. Expressed as a percentage of average
earning assets, average total loans on a consolidated basis increased to 67.6%
in 1995 from 66.0% in 1994 and 62.0% in 1993. However, loans were declining
throughout the year of 1995 as management tightened credit with higher interest
rates which had the effect of reducing loans.
A majority of loans are priced at a floating rate as shown in the table below
which produces a positive impact on margins during an increasing interest rate
environment. The yield on loans has increased to 9.1% in 1995 from 8.1% in
1994 and 7.8% in 1993, resulting from increased interest rates due to increase
prime rate changes throughout 1994, and the tightening of credit policies on
indirect lending and commercial loans.
<PAGE> 16
- ------------------------------------------------------------------------------
Remaining Maturities of Loans TABLE 5
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Balance One Year After One Year After Five
December 31, 1995 or Less to Five Years Years
----------------- -------- -------------- ----------
<S> <C> <C> <C> <C>
Commercial,
Financial
and Other $ 72,767 $ 22,611 $ 34,636 $ 15,520
Real Estate -
Construction 175 175 -- --
Real Estate -
Mortgage 43,472 1,024 4,043 38,405
Consumer 77,754 12,647 59,896 5,211
------- ------- ------- -------
Total Loans 194,168 36,457 98,575 59,136
======== ======= ======= =======
Loans Due after One
Year with:
Floating Rates $ 94,981
Predetermined Rates 62,730
</TABLE>
- ------------------------------------------------------------------------------
Consolidated Summary of Loans by Type
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Years Ended December 31,
Commercial, Financial
& Agricultural $ 72,767 $ 78,629 $ 70,454 $ 52,566 $ 49,549
Real Estate - Construction 175 628 -- -- --
Real Estate - Mortgage 43,472 44,629 50,516 64,463 60,075
Consumer 77,754 81,411 60,869 54,701 39,160
------- ------- ------- ------- -------
Total Loans 194,168 205,297 181,839 171,730 148,784
Less: Unearned Income -- 1 3 13 50
------- ------- ------- ------- -------
Loans (net of unearned) 194,168 205,296 181,836 171,717 148,734
Less: Reserve for Loan Losses 2,000 1,825 1,650 1,735 1,650
------- ------- ------- ------- -------
Net Loans 192,168 203,471 180,186 169,982 147,084
======= ======= ======= ======= =======
</TABLE>
<PAGE> 17
INVESTMENT SECURITIES
The second largest component of earning assets is investment securities.
Investments play a major role as a source of liquidity and in the management of
the overall sensitivity of earning assets to changes in market interest rates.
Twentieth Bancorp's investment portfolio is composed of U. S. Treasury and
other U. S. government agency obligations, government agency issued mortgage-
backed securities, state and municipal securities, and other securities. On
January 1, 1994, Bancorp adopted SFAS 115, "Accounting for Certain Investments
in Debt and Equity Securities" which requires investment securities to be
classified as either held to maturity, available for sale, or trading
securities. SFAS 115 changed the accounting for investment securities
available for sale from the lower of cost or market to fair value as well as
requiring trading securities to be carried at fair value. In addition, certain
securities were reclassified to available for sale on January 1, 1994 as a
result of the adoption. Total carrying value of investment securities
increased $13.9 million or 16.9% in 1995 following a decrease of $17.5 million
or 17.6% in 1994 following a decrease of $6.5 million or 6.1% in 1993. The
fair values of investment securities were 101.1% of amortized cost as of the
end of 1995 as compared to 97.4% of amortized cost as of the end of 1994 as
compared to 102.0% for 1993.
Investment securities available for sale are being carried with a net
unrealized gain of $583 at December 31, 1995 as compared to a net unrealized
loss of a $1,894 at December 31, 1994. The unrealized gain, net of $198 in
deferred taxes, is being carried as an increase in shareholders' equity in 1995
as compared to a loss, net of $644 in deferred taxes, which was carried as a
reduction in shareholders' equity in 1994. In 1994 management utilized
proceeds from the maturity of securities to fund its aggressive loan policy
which yielded 199 basis points better in 1994 than investment securities.
While in 1995 the tightening of loan rates spurred the increase in investments.
However, available for sale securities were purchased two-to-one over those
held to maturities to allow for the shifting of yield concentrations in the
future between loans and securities.
The losses reflected under SFAS #115 in 1994 were temporary in nature due to
the rapid increase in interest rates during 1994 by the Federal Reserve board
in conjunction with the mix of securities being held in the investment
portfolio. Unrealized gain or loss on securities available for sale, which is
recorded as a component of shareholders' equity, will continue to be subject to
change in future periods due to fluctuations in market value, purchased, sales,
maturities and calls of securities classified as available for sale. However,
it is management's opinion, after reviewing the portfolio that any remaining
unrealized losses are deemed temporary in nature.
Bancorp has three securities in U. S. government agencies available-for-sale
that are structured notes. Structured notes are debt securities whose cash
flow characteristics (coupon rate, redemption amount, or stated maturity)
depend upon one or more indices and/or that have embedded forwards or options
or are otherwise commonly known as "structured notes." These three securities
are all Federal Home Loan Bank Floater issues and their interest is reset
quarterly. These securities total $3,250 book value and $3,153 at fair value.
<PAGE> 18
- ------------------------------------------------------------------------------
Investment Securities HELD TO MATURITY TABLE 6
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U S Federal State Other Other
Treasury Agencies Municipal Debt Equity Total
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995
Maturity:
Within one year $20,053 $ -- $ 373 $ -- $ -- $20,426
Avg. purchase yield 5.84% --% 6.66% --% --% 5.85%
After one year
through five years 9,005 999 1,632 -- -- 11,636
Avg. purchase yield 5.79% 6.10% 7.79% --% --% 6.10%
After five years
through ten years -- -- 627 100 -- 727
Avg. purchase yield --% --% 7.45% 8.12% --% 7.54%
After ten years -- -- 102 -- -- 102
Avg. purchase yield --% --% 5.20% --% --% 5.20%
Non-maturing -- -- -- -- -- --
Total amortized cost 29,058 999 2,733 100 -- 32,890
Fair value 29,220 1,012 3,054 100 -- 33,386
Avg. purchase yield 5.82% 6.10% 7.46% 8.12% --% 5.98%
Average maturity
(in years) .83 1.67 4.17 6.17 -- 1.17
December 31, 1994
Total amortized cost $36,396 $ -- $ 5,026 $ 100 $ -- $ 41,522
Fair value 35,815 -- 5,281 100 -- 41,196
Avg. purchase yield 5.61% 12.32% 7.62%
Average maturity
(in years) 1.00 2.50 7.17
December 31, 1993
Total amortized cost $62,864 $29,958 $ 6,703 $ 125 $ -- $ 99,650
Fair value 63,710 30,475 7,365 125 -- 101,675
Avg. purchase yield 5.65% 5.98% 12.71% 7.50%
Average maturity
(in years) 1.58 3.83 2.58 89.17
</TABLE>
- ------------------------------------------------------------------------------
Investment Securities
$ (thousands) AVAILABLE FOR SALE TABLE 7
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U S Federal Mortgage- State Securities
Treasury Agencies Backed Municipal Equity Total
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995
Maturity:
Within one year $ 1,015 $ 1,993 $ -- $ -- $ -- $ 3,008
Avg. purchase yield 6.03% 4.46% --% --% -- 4.98%
After one year
through five years 20,818 26,414 7,828 -- -- 55,060
Avg. purchase yield 6.06% 6.05% 6.44% --% --% 6.11%
After five years
through ten years -- -- 1,662 -- -- 1,662
Avg. purchase yield --% --% 6.15% --% --% 6.15%
After ten years -- -- -- 3,310 -- 3,310
Avg. purchase yield --% --% --% 5.18% --% 5.18%
Non-maturing -- -- -- -- 69 69
Total Fair Value 21,833 28,407 9,490 3,310 69 63,109
Total Amortized Cost 21,450 28,288 9,468 3,251 69 62,525
Avg. purchase yield 6.06% 5.94% 6.39% 5.18% 6.01%
Average maturity
(in years) 2.00 2.33 3.08 13.83 2.92%
December 31, 1994
Total amortized cost $16,533 $14,700 $11,185 $ -- $ 69 $ 42,487
Fair value 15,828 14,199 10,498 -- 69 40,594
Avg. purchase yield 6.09% 5.72% 6.41%
Average maturity
(in years) 2.92 2.00 4.08
</TABLE>
OVERNIGHT INVESTMENTS
Federal funds sold totaled $2,275 at December 31, 1995 which represents the
increase over the prior year as the balance at December 31, 1994 was $-0-. In
1994 reductions of federal funds sold helped to finance the growth of the loan
portfolio.
DEPOSITS
Total deposits at December 31, 1995, increased $1,193 or .4%. The shift from
savings and interest-bearing demand deposits to time certificates was
substantially attributed to the nine month certificate introduced in April and
May, 1995 at 6.50%. Since that time the rate has been lowered to 5.35%, in
line with our market competitiveness on traditional deposit instruments.
Noninterest-bearing deposits totaled $41,970 and decreased $3,512 or 7.7% from
December 31, 1994. Interest-bearing demand or NOW accounts totaled $46,660 down
$4,954 or 9.6% from December 31, 1994. Savings accounts also decreased $20,330
or 20.9% to $76,713 at December 31, 1995 as compared to 1994. Time Deposits
increased $29,989 or 35.3% to $114,914 at December 31, 1995 as compared to 1994
totals. The interest rate sensitivity of these deposits is outlined in Table 8.
<PAGE> 19
BORROWED FUNDS
In connection with the acquisition of property adjacent to the main branch of
the Twentieth Street Bank, the Bank issued a 6% promissory note to the owners,
at their request, to be amortized over ten years. There are no significant
amounts of long-term debt due in any one year.
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
(In Thousands)
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Federal Funds Purchased $ 945 $3,125
Securities Sold Under
Repurchase Agreements 300 100
---- -----
Total Federal Funds Purchased
and Securities Sold Under
Repurchase Agreements $1,245 $3,225
====== ======
</TABLE>
Securities sold under agreements to repurchase totaled $1,245 at December 31,
1995, and decreased $1,980 or 61.4% from December 31, 1994. The reduction in
federal funds purchased was a direct result of liquidity needs at the end of
1994 as compared to the surplus at December 31, 1995.
LIQUIDITY AND INTEREST RATE SENSITIVITY
Bank Liquidity is a measure of the ability to generate and maintain sufficient
cash flows to fund operations and to meet financial obligations to depositors
and borrowers promptly and in a cost-effective manner. Liquidity is provided
through securities available for sale, federal funds sold, maturing loans and
securities, and the ability to generate new deposits or borrowing as needed.
Bancorp's liquidity position is measured on a daily basis, and monitored
regularly by the Asset/Liability Management Committee. The objective is to
optimize net interest income within the constraints of prudent capital
adequacy, liquidity needs, the interest rate and economic outlook, market
opportunities, and customer requirements. General strategies to accomplish
this objective include maintaining a strong balance sheet, achieving solid core
deposit growth, accepting manageable interest rate risk, adhering to
conservative financial management principles and practicing prudent dividend
policies.
As of December 31, 1995, the Bancorp's cash and cash equivalents totaled
$17,728 compared to $15,324 on December 31, 1994 as a result of an increase in
federal funds sold stemming from loan policies. Bancorp's securities portfolio
includes $82,576 in unencumbered value that could have been converted to cash
at December 31, 1995. On December 31, 1995, total shareholders' equity was
$33,276 compared to $29,310 on December 31, 1994. This increase of $3,966 or
13.5% was primarily due to retention of profits of approximately $2,331 and the
change in the unrealized gain/loss position from a $1,250 unrealized loss at
December 31, 1994 to a $385 unrealized gain on December 31, 1995 on investment
securities available-for-sale.
Asset and liability management consists of planning, implementing, and
controlling the process for determining the mix and maturities of assets
relative to the interest margin. The primary method for achieving this is
through managing the gap position of rate sensitive assets and rate sensitive
liabilities, which is presented in Table 8 below.
<PAGE> 20
- ------------------------------------------------------------------------------
Asset and Liability Maturity and Rate Sensitivity TABLE 8
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
0-30 31-90 91-180 181-365 Total Non-
Days Days Days Days 1 Year Sensitive Total
<S> <C> <C> <C> <C> <C> <C> <C>
Earning Assets:
Loans $ 86,869 $11,109 $10,493 $22,039 $130,510 $ 63,658 $194,168
Investments (1) 3,002 7,178 8,355 8,052 26,587 69,412 95,999
Fed Funds Sold 2,275 -- -- -- 2,275 -- 2,275
------ ------ ------ ------ ------- ------ -------
Total Earning
Assets 92,146 18,287 18,848 30,091 159,372 133,070 292,442
======= ====== ====== ====== ======= ======= =======
Deposits:
Noninterest-
bearing demand(1) $ -- $ -- $ -- $ -- $ -- $ 41,970 $ 41,970
======= ====== ====== ====== ======= ======= =======
Interest Bearing
Liabilities:
Deposits:
Interest-bearing
demand $ 35,957 $ -- $ -- $ -- $ 35,957 $ -- $ 35,957
Money market
deposit accounts 10,703 -- -- -- 10,703 -- 10,703
All other savings
deposits 76,713 -- -- -- 76,713 -- 76,713
CD's $100,000
& Over 4,734 4,771 1,795 1,988 13,288 2,025 15,313
Interest bearing
time deposits 19,859 21,649 18,285 17,970 77,763 21,838 99,601
------- ------ ------ ------ ------ ------ ------
Total Interest-
Bearing Deposits 147,966 26,420 20,080 19,958 214,424 23,863 238,287
Short-term
borrowings 1,245 -- -- -- 1,245 -- 1,245
Long-term
borrowings 1 2 3 7 13 118 131
------- ------ ------ ------ ------- ------ -------
Total Interest-
Bearing
Liabilities 149,212 26,422 20,083 19,965 215,682 23,981 239,663
======= ====== ====== ====== ======= ======= =======
Interest
Sensitivity Gap (57,066) (8,135) (1,235) 10,126 (56,310)
Cumulative Gap (57,066) (65,201) (66,436) (56,310)
Percentage of
Earning
Assets - 1995 (61.93%) (44.49%) (6.55%) 33.65% (35.33%)
Ratio of
Interest-Sensitive
Assets to
Interest-Sensitive
Liabilities 61.76% 69.21% 93.85% 150.72% 73.89%
Ratio of One Year
Cumulative Gap
to Total Assets on
December 31, 1995 (17.75%)
<FN>
(1) Demand deposits do not bear interest.
</TABLE>
<PAGE> 21
EARNINGS, DIVIDENDS AND CAPITAL
A central principle in the capital planning process is to attain sufficiently
high levels of profitability to ensure that capital adequacy is maintained
while generating a consistent level of dividends. Total equity at December 31,
1995 was $33.3 million, an increase of 13.5% over year-end 1994. This increase
of almost 4 million in equity for 1995 followed an increase of $1 million or
3.5% in 1994. These increases resulted from income retained after dividends as
shown in the Consolidated Statement of Changes in Shareholders' Equity. Equity
was also increased by $1.6 million at December 31, 1995 from the change in net
unrealized holding gains on available-for-sale securities.
Risk-based capital ratios are another measure of capital adequacy. At December
31, 1995, the consolidated risk-adjusted capital ratios were 16.06% for Tier 1
and 17.06% for total capital, well above the required minimums of 4.0% and
8.0%, respectively. The Tier 1 leverage ratio of 10.09% at December 31, 1995
also was significantly above the regulatory minimum of 4.0%. Twentieth
Bancorp's subsidiary bank was considered "well capitalized" as of December 31,
1995, the highest category of capitalization defined by regulatory authorities,
allowing the lowest level of FDIC insurance payments. This was reduced to
zero, down from 23 cents per $100 rate that existed. A refund from FDIC is
reflected in 1995 earnings.
Asset growth in 1995 was outpaced by capital growth which caused the primary
capital ratio to increase to 11.1 % for 1995 from 9.9% for 1994. Primary
capital is total primary capital plus allowance for loan losses divided by
total assets plus allowance for loan losses. The dividend per share on common
stock, taking into effect the 3 for 1 stock split, in 1995 was $.60 compared to
$.50 in 1994. Dividend levels paid on common stock increased 20% per share in
1995.
As of March 16, 1996, the approximate number of shareholders of Twentieth
Bancorp's common stock totaled 433. Part II, Item 5 sets forth the market
prices of common stock and cash dividends declared per share of common stock.
Dividends paid by the subsidiary bank to Twentieth Bancorp are the primary
source of funds available to Twentieth Bancorp for the payment of dividends to
its shareholders. Dividends paid by Banks are subject to restriction by
banking regulations. Dividends declared in any year cannot exceed the year's
net income, as defined, plus the retained net profits of the two preceding
years. As of December 31, 1995, the net retained profits available for
distribution as dividends in 1996 without regulatory approval are approximately
$4,521 for The Twentieth Street Bank, Inc.
- ------------------------------------------------------------------------------
Three Year Summary of Financial Ratios TABLE 9
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
1995 1994 1993
<S> <C> <C> <C>
Return on Average Assets 1.09% 1.03% .98%
Return on Average Equity 10.80% 10.84% 10.81%
Dividend Payout Ratio .32 :1 .29 :1 .28 :1
Equity to Assets 10.49% 9.37% 9.18%
Capital Adequacy Ratio 10.79% 9.55% 9.33%
Primary Capital Ratio 11.05% 9.85% 9.66%
Total Risk Based Capital Ratio 17.06% 15.28% 15.81%
Tier 1 Risk Based Capital Ratio 16.06% 14.39% 14.90%
Leverage Ratio 10.09% 9.51% 8.92%
</TABLE>
<PAGE> 22
RISK EXPOSURES AND CREDIT QUALITY
Both the amount of the provision and the level of the allowance for loan losses
are impacted by many factors, including general economic conditions, actual and
prospective credit losses, loan performance measures, historical trends, and
other circumstances, both internal and external. The provision for loan losses
is established by charging operating expenses with an amount which will
maintain the allowance for possible loan losses at a sufficient level to
provide for potential losses in the loan portfolio. Loan losses are charged
directly to the allowance when they occur, while recoveries are credited to the
allowance. The provision for loan losses is determined by management, upon
consideration of several factors, which includes the following: changes in the
character and size of the loan portfolio and related loan loss experience, a
review and examination of overall loan quality which includes the assessment of
problem loans, and an analysis of anticipated economic conditions in the market
area. An analysis of the provision for loan losses and charge-off activity to
the allowance for loan losses is presented in the following table.
Management's evaluation and resulting provision and allowance decisions are
reviewed by the Board of Directors on a quarterly basis. Increased provisions
in loan loss reserves are directly impacted by current net charged-off loans.
This history is used in conjunction with request from the regulatory
authorities.
- ------------------------------------------------------------------------------
Analysis of Allowance for Loan Losses TABLE 10
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Amount of Loans Outstanding
at End of Period $194,168 $205,296 $181,836 $171,717 $148,734
======= ======= ======= ======= =======
Daily Average Amount of
Loans $198,098 $190,175 $177,060 $159,535 $146,478
======= ======= ======= ======= =======
Balance of Allowance for
Possible Loan Losses at
Beginning of Period $ 1,825 $ 1,650 $ 1,735 $ 1,650 $ 1,434
Loans Charged-Off:
Commercial, Financial
& Agricultural 835 266 450 501 955
Real Estate - Mortgage 0 0 60 86 120
Consumer 683 496 358 421 380
----- ----- ----- ----- -----
Total Loans Charged-off 1,518 762 868 1,008 1,455
----- ----- ----- ----- -----
Recoveries of Loans
Previously Charged-off:
Commercial, Financial
& Agricultural 23 35 259 74 18
Real Estate - Mortgage 0 0 16 9 10
Consumer 226 163 127 117 88
----- ----- ----- ----- -----
Total Recoveries 249 198 402 200 116
----- ----- ----- ----- -----
Net Loans Charged-off 1,269 564 466 808 1,339
Additions to Allowance:
Charged to Expense 1,444 739 381 893 1,555
Attributed to Merger -- -- -- -- --
----- ----- ----- ----- -----
Balance at the End of Period 2,000 1,825 1,650 1,735 1,650
===== ===== ===== ===== =====
Ratio of Net Charge-offs
During Period to Average
Loans Outstanding .641% .297% .263% .506% .914%
===== ===== ===== ===== =====
</TABLE>
The provision for loan losses in 1995 was $1,444, as compared to $739 for 1994.
The provision for loan losses increased over net charge-offs by $175 for 1995
and 1994, respectively, and decreased $85 for 1993. Net charge-offs, as a
percent of average loans outstanding, for 1995 was .64% as compared to .30% in
1994, and .26% in 1993. The upward trend in charge-offs on consumer loans are
a result of aggressive indirect lending on automobile loans during the end of
1993 through 1994. The commercial net loan loss increase is primarily due to a
few non recurring customer loans. See Note 4 to the consolidated financial
statements for additional information in regards to nonaccruing and impaired
loans.
<PAGE> 23
Bancorp adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" (FASB 114), as of January 1,
1995. This new accounting standard requires that a loan which meets the
definition of impairment be measured at the present value of expected future
cash flows using the loan's effective interest rate, or as a practical
expedient, at the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent. A loan is impaired when, based
on current information and events, it is probable that a creditor will be
unable to collect all amounts due according to the contractual terms of the
loan agreement. The applicable valuation allowance and other pertinent
information on impaired loans are disclosed in Note 4 of the Consolidated
Financial Statements. The year-end allowance for possible loan losses was
increased from 1994's balance of $1,825 to a balance of $2,000 in 1995. The
allocation of the allowance for loan losses among the major loan categories for
the past five years is provided in the table below. The allocation is made
according to the charge-off experience in each category in the preceding year.
- ------------------------------------------------------------------------------
Allocation of Allowance for Loan Losses TABLE 11
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
Percent of Percent of
Loans per Loans per
Category to Category to
Allowance Total Loans Allowance Total Loans
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Commercial, Financial
& Agricultural $ 1,280 37.5% $ 747 38.3%
Real Estate -- 22.5 -- 22.0
Consumer 720 40.0 1,078 39.7
----- ----- ----- ----
Total 2,000 100.0% 1,825 100.0%
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993 December 31, 1992
Percent of Percent of
Loans per Loans per
Category to Category to
Allowance Total Loans Allowance Total Loans
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Commercial, Financial
& Agricultural $ 676 38.7% $ 917 30.6%
Real Estate 156 27.8 165 37.5
Consumer 818 33.5 653 31.9
----- ----- ----- -----
Total 1,650 100.0% 1,735 100.0%
</TABLE>
<TABLE>
<CAPTION>
December 31, 1991
Percent of
Loans per
Category to
Allowance Total Loans
--------- -----------
<S> <C> <C>
Commercial, Financial
& Agricultural $ 1,155 33.3%
Real Estate 135 40.4
Consumer 360 26.3
----- -----
Total 1,650 100.0%
</TABLE>
<PAGE> 24
The loan classification schedule showing a summary of non-performing assets is
included in the table below. Non-performing assets consist of (a) loans on a
nonaccrual basis; (b) loans contractually past due ninety days or over as to
interest or principal payments and not included in the nonaccrual total; (c)
other real estate owned taken as loan collateral. Non-performing loan status
is determined and identified by; individual loan officers; normal management
information data; Internal Audit Department; Independent Auditors; Loan Review
Department; or the Regulatory Examiners; and the status of such loans is
monitored on an ongoing basis. In many cases, non-performing loans involve
elements of collectibility such as marketable collateral or substantial outside
guarantees, which would ensure the ultimate recovery of all principal and
interest. Non-performing loans, which present elements of risk regarding
recovery of principal and interest, require a non-interest accrual status.
Loans on a nonaccrual status are those loans which (a) contain elements of
principal or interest loss potential in which the principal or interest is
ninety days past due; or (b) are now current but management has serious doubts
as to the ability of the borrower to comply with present loan repayment terms.
Any unpaid amounts at risk and previously accrued on these loans are reversed
from income, and thereafter interest is recognized only to the extent payments
are received or the loan has otherwise been rehabilitated. As a result of
consumer lending and the company's intention to spread the credit risk among
many borrowers, losses were concentrated more in the consumer sector as opposed
to the commercial and real estate loans. That trend was reversed in 1995
through the use of increased interest rates.
The $200 decrease in other real estate owned is primarily due to the sale of
the Alum Creek Branch which was closed in early 1994 and sold in 1995.
- ------------------------------------------------------------------------------
Non-Performing Assets TABLE 12
$ (thousands)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Years Ended December 31,
Loans 194,168 205,297 181,839 171,730 148,784
Less: Unearned Income 0 1 3 13 50
------- ------- ------- ------- -------
Loans (net of unearned) 194,168 205,296 181,836 171,717 148,734
Less: Reserve for Loan Losses 2,000 1,825 1,650 1,735 1,650
------- ------- ------- ------- -------
Net Loans 192,168 203,471 180,186 169,982 147,084
======= ======= ======= ======= =======
Non-Performing Assets:
Non-Accruing Loans $ 2,192 $ 492 $ 764 $ 1,157 $ 903
Loans Past Due over 90 Days 76 622 106 511 545
------- ------- ------- ------- -------
2,268 1,114 870 1,668 1,448
Other Real Estate Owned 55 261 33 871 1,325
------- ------- ------- ------- -------
Total Non-Performing
Assets 2,323 1,375 903 2,539 2,773
======= ======= ======= ======= =======
Non-Performing Loans %
Total Loans 1.17% .54% .48% .97% .97%
Non-Performing Assets %
Total Loans and OREO 1.20% .67% .50% 1.48% 1.86%
</TABLE>
<PAGE> 25
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TWENTIETH BANCORP, INC. AND SUBSIDIARY
MANAGEMENT'S STATEMENT ON FINANCIAL REPORTING
The accompanying financial statements and related financial information
contained in this Annual Report were prepared by the management of Twentieth
Bancorp, Inc. and its Subsidiary, The Twentieth Street Bank, Inc. in accordance
with generally accepted accounting principles and where appropriate reflect
management's best estimates and judgments. The financial information appearing
throughout this 10-K is consistent with the consolidated financial statements.
In meeting its responsibility, management relies on systems of internal control
which are designed to provide reasonable assurance that financial records are
reliable for preparing financial statements, maintaining accountability for
assets and that assets are safeguarded against loss from unauthorized use or
dispositions. The concept of reasonable assurance recognizes that the cost of
a system of internal control should not exceed the benefits derived.
Management believes the Bancorp's system of internal control provides
reasonable assurance that the Bancorp's assets are safeguarded and that its
financial records are reliable.
The Bancorp's internal auditors and independent auditors have direct access to
the Audit Committee of the Board of Directors. This Committee is comprised
entirely of outside directors and meets periodically with management, the
internal auditor and the independent auditors to ensure the financial
accounting and audit process are properly conducted.
The independent auditors, Diamond, Leftwich, Goheen & Dunn, CPA's, whose report
is contained herein, are responsible for auditing the Bancorp's financial
statements in accordance with generally accepted auditing standards. Their
audits include procedures designed to enable them to report that the
consolidated financial statements present fairly, in all material respects, the
financial position, results of operations and cash flows of Twentieth Bancorp,
Inc. and its Subsidiary, The Twentieth Street Bank, Inc.
/s/ B. C. MCGINNIS, III
B. C. McGinnis, III
President
<PAGE> 26
INDEPENDENT AUDITOR'S REPORT
DIAMOND, LEFTWICH, GOHEEN & DUNN
Certified Public Accountants
To the Shareholders and the
Board of Directors of Twentieth Bancorp, Inc.
Huntington, West Virginia
We have audited the accompanying consolidated balance sheets of TWENTIETH
BANCORP, INC. and its Subsidiary as of December 31, 1995 and 1994, and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for each of the three years in the period ended December 31, 1995.
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 audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
TWENTIETH BANCORP, INC. and its Subsidiary as of December 31, 1995 and 1994,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
/s/ DIAMOND, LEFTWICH, GOHEEN & DUNN
Huntington, West Virginia
February 12, 1996
<PAGE> 27
TWENTIETH BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
ASSETS 1995 1994
---- ----
<S> <C> <C>
Cash and due from banks $ 15,453,327 $ 15,323,903
Federal funds sold and securities
purchased under reverse
repurchase agreements 2,275,000 --
Investment securities (Note 3)
Held to maturity (fair value -- --
$33,385,588 and $41,195,960) 32,890,143 41,522,115
Available for sale
(carried at fair value) 63,108,750 40,593,569
----------- -----------
95,998,893 82,115,684
Loans, net of unearned discount 194,167,638 205,296,460
Less: Allowance for loan losses
(Note 4) 2,000,000 1,825,000
----------- -----------
192,167,638 203,471,460
Bank premises and equipment, net (Note 5) 7,090,256 6,860,818
Earned income receivable 2,744,546 2,598,154
Other real estate owned 55,000 260,751
Excess of cost over net assets of
acquisition, unamortized 919,839 1,027,221
Other assets 603,907 1,012,955
----------- -----------
$317,308,406 $312,670,946
=========== ===========
LIABILITIES
Deposits:
Demand $ 41,969,972 $ 45,481,873
Demand -- interest-bearing 46,660,054 51,613,982
Savings 76,713,234 97,042,562
Other time 114,914,010 84,925,338
----------- -----------
280,257,270 279,063,755
Federal funds purchased and
securities sold under repurchase
agreements 1,245,000 3,225,000
Funds borrowed (Note 8) 130,987 148,988
Accrued interest and other liabilities 2,399,333 923,634
----------- ----------
284,032,590 283,361,377
Commitments and contingent liabilities
(Note 12) -- --
----------- -----------
SHAREHOLDERS' EQUITY
Capital stock, $1 par value and
$2.50 par value; 3,600,000 and
1,200,000 shares authorized;
1,800,000 and 600,000 shares
outstanding; at December 31, 1995
and 1994,respectively. (Note 10) 1,800,000 1,500,000
Surplus 7,500,000 7,500,000
Retained earnings (Note 13) 23,590,848 21,559,410
Net unrealized gain (loss) on investment
securities available for sale, net of
taxes of $198,316 and $(643,858) 384,968 (1,249,841)
----------- -----------
33,275,816 29,309,569
----------- -----------
$317,308,406 $312,670,946
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 28
TWENTIETH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
---- ---- ----
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 18,054,807 $ 15,373,418 $13,704,704
Interest on investment securities:
Taxable -
U.S. Treasury securities 2,998,387 3,265,951 3,879,305
Obligations of other U.S. government
agencies and corporations 1,801,499 1,640,272 1,952,034
Other securities 8,135 7,510 7,500
Tax exempt -
Obligations of states and political
subdivisions 282,996 483,917 621,915
Interest on federal funds sold and
securities purchased under reverse
repurchase agreements 569,950 242,715 216,233
---------- ---------- ----------
23,715,774 21,013,783 20,381,691
---------- ---------- ----------
INTEREST EXPENSE
Interest on deposits 8,916,629 7,028,153 7,907,451
Interest on federal funds purchased
and securities sold under
repurchase agreements 151,946 78,233 15,424
Interest on funds borrowed 8,378 9,272 --
Other interest 43,431 -- --
---------- ---------- ----------
9,120,384 7,115,658 7,922,875
---------- ---------- ----------
Net interest income 14,595,390 13,898,125 12,458,816
Provision for loan losses (Note 4) 1,443,922 738,573 381,424
---------- ---------- ----------
Net interest income after provision
for loan losses 13,151,468 13,159,552 12,077,392
---------- ---------- ----------
OTHER INCOME
Trust department income 442,579 464,836 419,715
Service fees 886,060 771,001 703,201
Securities gains (losses) -- (345,992) 10,000
Other 277,864 257,015 323,611
---------- ---------- ----------
1,606,503 1,146,860 1,456,527
---------- ---------- ----------
OTHER EXPENSES
Salaries and wages 3,515,560 3,401,434 3,324,992
Pensions and other employee
benefits (Note 11) 562,325 458,084 646,313
Occupancy expenses 598,359 575,293 528,952
Furniture and equipment expenses 540,369 504,088 472,465
Other operating expenses 4,111,749 4,565,875 4,299,022
---------- ---------- ----------
9,328,362 9,504,774 9,271,744
---------- ---------- ----------
Income before income taxes 5,429,609 4,801,638 4,262,175
Applicable income taxes (Note 9) 2,018,171 1,647,939 1,285,196
---------- ---------- ----------
Net Income $ 3,411,438 $ 3,153,699 $ 2,976,979
========== ========== ==========
Net Income per Share * (Note 1) $ 1.90 $ 1.75 $ 1.65
========== ========== ==========
<FN>
* All per share data has been adjusted to reflect the three-for-one (3-for-1)
stock split on May 15, 1995.
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 29
TWENTIETH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
COMMON STOCK Shares outstanding were 600,000, December 31, 1992, 1993, 1994
and 1,800,000 for December 31, 1995.
<TABLE>
<CAPTION>
Net Unrealized
Gain (Loss) on
Investment
Securities
(000's) Retained Treasury Available
Amount Surplus Earnings Stock For Sale Total
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1992 $1,500 $7,500 $17,168,452 $ -- $ -- $26,168,452
Net income -- -- 2,976,979 -- -- 2,976,979
Cash dividends
declared at $1.40
per share (840,000) (840,000)
Treasury shares-
Acquired (2,626) (119,195) (119,195)
Sold 2,626 119,195 119,195
----- ----- ---------- -------- ------- ----------
Balance,
December 31, 1993 1,500 7,500 19,305,431 -- -- 28,305,431
----- ----- ---------- -------- ------- ----------
Net unrealized loss
on investment
securities available
for sale, cumulative
effect of adoption
of SFAS 115 on
January 1, 1994, net
of taxes of $164,333 318,998 318,998
Net income 3,153,699 3,153,699
Cash dividends declared
at $1.50 per share (899,720) (899,720)
Treasury shares-
Acquired (2,767) (136,468) (136,468)
Sold 2,767 136,468 136,468
Net change in unrealized
loss on investment
securities available
for sale, net of taxes
of ($808,191) -- (1,568,839) (1,568,839)
----- ----- ---------- -------- ------- ----------
Balance,
December 31, 1994 $1,500 $7,500 $21,559,410 $ -- $(1,249,841) $29,309,569
----- ----- ---------- -------- ------- ----------
Net income 3,411,438 3,411,438
Cash dividends
declared at $ .60
per share * (1,080,000) (1,080,000)
Change in par value
and 20% stock
dividend
effectuating a
stock split
(3-for-1) 300 (300,000) --
Treasury shares * -
Acquired (39,111) (685,543) (685,543)
Sold 39,111 685,543 685,543
Net change in
unrealized gain
(loss) on
investment
securities
available
for sale,
net of taxes
of $842,174 1,634,809 1,634,809
----- ----- ---------- -------- --------- ----------
Balance,
December 31, 1995 $1,800 $7,500 $23,590,848 $ -- $ 384,968 $33,275,816
===== ===== ========== ======== ========= ==========
<FN>
*All per share data has been adjusted to reflect the three-for-one (3-for-1)
stock split on May 15, 1995.
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 30
TWENTIETH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from
operating activities:
Interest received $ 24,037,086 $ 21,861,479 $ 21,598,071
Fees, commissions and
other income 1,595,649 1,460,618 1,442,527
Bad debt recoveries 248,824 198,174 402,067
Interest paid (7,885,602) (6,985,863) (8,101,840)
Cash paid for operating
expenses (8,723,636) (8,882,000) (8,286,127)
Income taxes paid (2,161,249) (1,688,396) (1,536,176)
---------- ---------- ----------
Net cash provided by
operating activities 7,111,072 5,964,012 5,518,522
---------- ---------- ----------
Cash flows from
investing activities:
Purchases of securities
to be held to maturity (12,175,796) (12,367,337) (28,403,467)
Proceeds from maturities
and early call of
securities to be held
to maturity 20,468,388 24,053,672 33,977,652
Purchases of securities
available for sale (24,286,931) (12,424,769) --
Proceeds from sales of
securities available
for sale -- 9,049,375 --
Proceeds from maturities
and early call of securities
available for sale 4,161,215 6,080,216 --
Purchases of term federal
funds and banker's
acceptances held -- -- (9,986,326)
Proceeds from term federal
funds and banker's acceptances
matured -- -- 9,986,326
Net increase (decrease)
in loans 9,538,123 (24,293,994) (11,080,952)
Capital expenditures (736,263) (847,026) (359,351)
Proceeds from sale of
premise and equipment -- 16,598 11,804
Proceeds from sale of other
real estate 205,250 -- 729,694
---------- ---------- ----------
Net cash used in investing
activities (2,826,014) (10,733,265) (5,124,620)
========== ========== ==========
Cash flows from financing
activities:
Net increase (decrease)
in non interest-bearing
demand deposits (3,508,049) 9,195,229 2,499,801
Net increase (decrease)
in interest-bearing
demand deposits (4,953,928) 650,284 1,897,849
Net increase (decrease)
in savings deposits (20,329,328) (20,843,580) 6,504,699
Net increase (decrease)
in certificates of deposit
and individual retirement
accounts 29,988,672 13,675,353 (10,367,985)
Net increase (decrease)
in federal funds purchased
and securities sold under
repurchase agreements (1,980,000) 580,000 (655,000)
Proceeds from borrowed funds -- 160,000 --
Repayment of borrowed funds (18,001) (11,012) --
Payment of dividends (1,080,000) (899,720) (840,000)
Purchase of treasury stock (685,543) (136,468) (119,195)
Proceeds from sale of
treasury stock 685,543 136,468 119,195
---------- ---------- ----------
Net cash provided by
(used in) financing
activities (1,880,634) 2,506,554 (960,636)
---------- ---------- ----------
Net increase (decrease)
in cash and cash equivalents 2,404,424 (2,262,699) (566,734)
Cash and cash equivalents at
beginning of year 15,323,903 17,586,602 18,153,336
---------- ---------- ----------
Cash and cash equivalents at
end of year $17,728,327 $15,323,903 $17,586,602
========== ========== ==========
</TABLE>
<PAGE> 31
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Supplemental disclosure of
non-cash transactions:
Unrealized loss (gain)
in value of securities
available for sale
(net of tax effect of
$824,174 and ($808,191),
respectively $(1,634,809) $ 1,568,839 $ --
Non-cash transfers of
loans and bank premises to
other real estate 43,000 236,751 53,313
Non-cash transfer to
deferred income tax benefit
of prior period taxes paid
resulting from tax
examination 120,600 -- --
Non-cash transfer of retained
earnings to capital stock
representing a 20% stock
dividend 300,000 -- --
Reconciliation of net income
to net cash provided by
operating activities:
Net income $ 3,411,438 $ 3,153,699 $ 2,976,979
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation 503,517 477,257 427,840
Amortizations and accretions 564,232 1,045,983 1,063,897
Provision for bad debts 1,692,746 936,747 783,491
Provision for deferred
income taxes (62,700) (117,200) (203,200)
Gain on reversion
net of net periodic
pension cost -- -- 237,277
Gain on maturities of
securities held to maturity -- (1,227) (10,000)
Loss on sale of securities
available for sale -- 347,219 --
Loss on sale of other real
estate and fixed assets - net 46,809 82,973 177,505
Decrease (increase)
in other assets (51,631) (50,358) (70,779)
Decrease (increase)
in accrued income (146,392) (123,140) 255,865
Increase (decrease)
in accrued expenses (1,351) 5,521 106,392
Increase (decrease)
in income taxes payable (80,378) 76,743 (47,780)
Increase (decrease)
in reserve for interest 1,234,782 129,795 (178,965)
---------- ---------- ----------
$ 7,111,072 $ 5,964,012 $ 5,518,522
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 32
TWENTIETH BANCORP, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of Twentieth Bancorp, Inc. and its
wholly-owned Subsidiary conform with generally accepted accounting principles
and prevailing practices of the banking industry. The policies which
materially affect the determination of financial position, changes in financial
position or results of operations are summarized as follows:
o Basis of presentation:
The consolidated financial statements include the accounts of Twentieth
Bancorp, Inc. and its wholly-owned Subsidiary, The Twentieth Street Bank, Inc.
All significant intercompany accounts and transactions have been eliminated in
consolidation. All liability changes due to acquisitions have also been
eliminated.
o Accounting method:
The accompanying financial statements are prepared on the accrual method.
o Investment securities:
Prior to January 1, 1994, all investment securities were carried at
historical cost adjusted for amortization of premiums and accretion of
discounts. On January 1, 1994, the Bancorp adopted Statement of Financial
Accounting Standards (SFAS) 115, "Accounting for Certain Investments in Debt
and Equity Securities." Investment securities are classified in two categories
and accounted for as follows-
Securities to be Held to Maturity represent bonds, notes and debentures for
which the Bancorp has the positive intent and ability to hold to maturity are
reported at cost, adjusted for amortization of premiums and accretion of
discounts which are recognized in interest income using the interest method
over the period to maturity.
Securities Available for Sale represent bonds, notes, debentures and
certain equity securities not classified as securities to be held to maturity
and are carried at fair value.
Declines in the fair value of individual held to maturity and available for
sale securities below their cost that are other than temporary would result in
write-downs of the individual securities to their fair value. The related
write-downs would be included in earnings as realized losses.
Unrealized holding gains and losses, net of tax, on securities available
for sale are reported as a net amount in a separate component of shareholders'
equity until realized.
Gains and losses on the sale of securities available for sale are
determined using the specific-identification method.
<PAGE> 33
o Loans and allowances for loan losses:
Loans are stated at the principal amount outstanding, net of unearned
discount and allowance for loan losses. Interest income on discounted loans is
recognized using methods which approximate the interest method. Interest
income on other loans is recognized using the simple interest method based upon
the principal amount outstanding.
The allowance for loan losses is established through a provision for loan
losses charged to expenses. The allowance represents an amount which, in
management's judgment, will be adequate to absorb probable losses on existing
loans that may become uncollectible. Management's judgment in determining the
adequacy of the allowance is based on evaluations of the collectibility of
loans. These evaluations take into consideration such factors as changes in
the nature and volume of the loan portfolio, current economic conditions that
may affect the borrower's ability to pay, overall portfolio quality and review
of specific problem loans.
Loans are placed on nonaccrual status when management believes that the
borrower's financial condition, after giving consideration to economic and
business conditions and collection efforts, is such that collection of interest
is doubtful. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely.
Loan origination, commitment fees and direct loan origination costs are
being recognized as collected and incurred. The use of this method of
recognition does not produce results that are materially different from results
which would have been produced if such costs and fees were deferred and
amortized as an adjustment of loan yield.
o Premises and equipment:
Buildings and equipment are stated at cost less accumulated depreciation,
computed principally on the straight-line method for buildings, and an
accelerated method for equipment, over the estimated useful lives of the
assets.
Estimated lives of the principal items of premises and equipment are:
building and improvements - 15 to 40 years; and furniture, fixtures and
equipment - 5 to 10 years. The costs of major renovations are capitalized,
while the costs of ordinary maintenance and repairs are expensed as incurred.
o Other real estate:
Other real estate, acquired through partial or total satisfaction of loans,
is carried at the lower of cost or fair market value minus estimated costs to
sell, determined at date of acquisition with applicable write-downs being
charged to allowance for loan losses. Any subsequent write-downs to reflect
current market value and expenses incurred in connection with operating these
properties are charged to other operating expenses.
o Excess of cost over net assets of acquisitions:
The excess of cost over net assets of acquisitions included with other
assets on the accompanying consolidated balance sheet is being amortized on the
straight-line method over periods ranging from fifteen to twenty-five years.
<PAGE> 34
o Income taxes:
Provisions for income taxes are based on amounts reported in the statements
of income (after exclusion of non-taxable income such as interest on state and
municipal securities) and include deferred taxes on temporary differences in
the recognition of income and expense for tax and financial statement purposes.
Deferred taxes are computed on the liability method as prescribed in SFAS No.
109, "Accounting for Income Taxes."
The Bancorp and its Subsidiary, The Twentieth Street Bank, Inc., file a
consolidated income tax return.
o Trust assets:
Assets (other than cash deposits with the Bank) held by the Trust
Department in a fiduciary or agency capacity for customers are not included in
the financial statements since such items are not assets of the Bank. Trust
income is recognized on the accrual basis.
o Earnings per share:
Earnings per share computations are based on the weighted average number of
shares outstanding during each year. The average shares outstanding for 1995,
1994 and 1993 were 1,797,840, 1,799,703, and 1,799,838, respectively, and have
been restated to incorporate the three-for-one (3-for-1) stock split on May 15,
1995.
o Cash and cash equivalents:
For purposes of reporting cash flows, cash and cash equivalents include
cash on hand, amounts due from banks, food coupons and federal funds sold.
Generally, federal funds are purchased and sold for one-day periods.
o Other:
Bancorp capital stock when acquired for the treasury is stated at cost.
Upon issuance, the treasury stock account is reduced on the first-in/first-out
basis.
Reciprocal corporate bank balances and receivables have been eliminated.
Statement of Financial Accounting Standard No. 121 (SFAS 121), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of", was issued by the Financial Accounting Standards Board in March
1995. The Statement requires that long-lived assets and certain identifiable
intangibles to be held and used by a company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. In performing the review for
recoverability, the company should estimate the future cash flows expected to
result from the use of the asset and its eventual disposition. An impairment
loss would be recognized if the sum of the expected future cash flows,
undiscounted, is less than the carrying amount of the assets. Measurement of
an impairment loss would be based on the fair value of the asset. The
statement excludes financial instruments, long-term customer relationships of
financial institutions, mortgage and other servicing rights, and deferred tax
assets. Adoption of the new accounting standard is expected to occur on
January 1, 1996. Bancorp does not expect any impact to the Corporation's net
income upon implementation of SFAS 121.
<PAGE> 35
NOTE 2. PENDING AFFILIATION
On February 6, 1996, the Twentieth Bancorp, Inc. entered into a definitive
agreement to be merged into the Horizon Bancorp, Inc. with its primary office
located in Beckley, West Virginia. This merger is expected to be completed in
the third quarter of 1996 and will be accounted for as a pooling-of-interest.
The agreement provides for the exchange of 1.01 shares of Horizon Bancorp
capital stock for each of the 1,800,000 outstanding shares of the Twentieth
Bancorp. The agreement stipulates certain market price conditions that could
rescind the merger. The transaction is also subject to the approvals of both
the shareholders and the appropriate regulatory authorities. The Horizon
Bancorp is listed on the NASDAQ Stock Exchange.
NOTE 3. INVESTMENT SECURITIES
On January 1, 1994, Bancorp adopted SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities," which requires Investment
Securities to be classified as either Held to Maturity or Available for Sale.
SFAS 115 changed the accounting for investment securities available for sale
from the lower of cost or market to fair value. In addition, certain
securities were reclassified to Available for Sale on January 1, 1994 as a
result of the adoption.
Securities Held to Maturity -
<TABLE>
<CAPTION>
December 31, 1995
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 29,057,552 $ 166,274 $ 4,366 $ 29,219,460
U.S. government agencies
and corporations 999,475 12,395 -- 1,011,870
Obligations of states and
political subdivisions 2,733,116 321,166 24 3,054,258
Other debt securities 100,000 -- -- 100,000
----------- -------- -------- -----------
$ 32,890,143 $ 499,835 $ 4,390 $ 33,385,588
=========== ======== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 36,395,541 $ 129 $ 580,550 $ 35,815,120
U.S. government agencies
and corporations -- -- -- --
Obligations of states and
political subdivisions 5,026,574 262,411 8,145 5,280,840
Other debt securities 100,000 -- -- 100,000
----------- -------- ---------- -----------
$ 41,522,115 $ 262,540 $ 588,695 $ 41,195,960
=========== ======== ========== ===========
</TABLE>
<PAGE> 36
Securities Available for Sale -
<TABLE>
<CAPTION>
December 31, 1995
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 21,450,119 $ 425,358 $ 42,207 $ 21,833,270
U.S. government agencies
and corporations 37,755,411 296,873 155,609 37,896,675
Obligations of states and
political subdivisions 3,250,626 58,869 -- 3,309,495
Other equity securities 69,310 -- -- 69,310
----------- -------- --------- -----------
$ 62,525,466 $ 781,100 $ 197,816 $ 63,108,750
=========== ======== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury securities $ 16,532,999 $ -- $ 705,359 $ 15,827,640
U.S. government agencies
and corporations 25,884,959 18,189 1,206,529 24,696,619
Obligations of states and
political subdivisions -- -- -- --
Other equity securities 69,310 -- -- 69,310
----------- -------- -------- -----------
$ 42,487,268 $ 18,189 $1,911,888 $ 40,593,569
=========== ======== ========= ===========
</TABLE>
Amortized cost and fair value of investment securities to be held to maturity
and available for sale at December 31, 1995, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities because
borrowers have the right to call or repay obligations.
<TABLE>
<CAPTION>
Securities Securities
Held to Maturity Available for Sale
---------------- ------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ------ --------- -----
<S> <C> <C> <C> <C>
Due within one year
or less $20,425,810 $20,501,388 $ 3,010,159 $ 3,007,890
Due after one year,
but within five 11,636,077 11,959,112 46,727,518 47,232,684
Due after five years,
but within ten 726,700 818,574 -- --
Due after ten years 101,556 106,514 3,250,626 3,309,495
---------- ---------- ---------- ----------
Total contractual
maturities 32,890,143 33,385,588 52,988,303 53,550,069
Mortgaged-backed
securities -- -- 9,467,853 9,489,371
---------- ---------- ---------- ----------
Total debt securities $32,890,143 $33,385,588 $62,456,156 $63,039,440
========== ========== ========== ==========
</TABLE>
<PAGE> 37
Investment securities with an amortized cost of $13,591,429 and $13,497,495
and fair value of $13,918,230 and $13,344,779 at December 31, 1995 and 1994,
respectively, were pledged to secure public deposits, securities sold under
agreements to repurchase and for other purposes as required by law.
There were no sales of investments held to maturity in 1995 and 1994,
however, 1994 exchanges made within 90 days of maturity yielded gross gains of
$5,449 and gross losses of $4,222. Early call of securities, held to maturity,
in 1993 resulted in a gross gain of $10,000.
There were no sales of investments held for sale during 1995, however, gross
realized losses from securities held for sale during 1994 were $347,219 on
proceeds of $9,049,375.
NOTE 4. LOANS
Major classifications of loans are summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994
---- ----
<S> <C> <C>
Commercial $ 72,767,047 $ 78,628,994
Real estate mortgage 43,647,159 45,257,071
Installment and consumer 77,753,668 81,411,304
----------- -----------
194,167,874 205,297,369
Less: unearned discount 236 909
----------- -----------
194,167,638 205,296,460
Allowance for loan losses 2,000,000 1,825,000
----------- -----------
Loans, net $192,167,638 $203,471,460
=========== ===========
</TABLE>
Loans on which the accrual of interest has been discontinued or reduced
amounted to $2,192,436 and $492,334 at December 31, 1995 and 1994,
respectively.
If these loans had been current throughout their terms, interest income
would have approximated $160,994, $36,564, and $56,212 for 1995, 1994, and 1993,
respectively. Interest income on those loans, which recorded only when
received, amounted to $4,251, $3,103, and $27,065 in 1995, 1994, and 1993.
Changes in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Balance, beginning of year $ 1,825,000 $ 1,650,000 $ 1,735,000
Provision charged to operations 1,443,922 738,573 381,424
Loans charged off (1,517,746) (761,747) (868,491)
Recoveries 248,824 198,174 402,067
---------- ---------- ----------
Balance, end of year $ 2,000,000 $ 1,825,000 $ 1,650,000
========== ========== ==========
</TABLE>
<PAGE> 38
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan" (SFAS 114) in 1993. SFAS 114 was further amended by the FASB in
1994 through the issuance of Statement of Financial Accounting Standards No.
118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and
Disclosures" (SFAS 118). Effective January 1, 1995, SFAS No. 114, as amended
by SFAS 118, required that an impaired loan be measured and reported on the
basis of the present value of expected cash flows discounted at the loan's
effective interest rate, or at the fair value of the loan's collateral if the
loan is deemed "collateral dependent." Impaired loans are specifically
reviewed loans for which it is probable that the creditor will be unable to
collect all amounts due according to the terms of the loan agreement. SFAS 118
allows a creditor to use existing methods for recognizing interest income on an
impaired loan. For Bancorp nonaccrual loans and impaired loans, interest
receipts are recognized as interest revenue or are applied to principal when
management believes the ultimate collectibility of principal is in doubt.
SFAS 114 does not apply to larger groups of homogeneous loans such as
consumer installment, bank card and real estate mortgage loans, which are
collectively evaluated for impairment. Impaired loans are therefore primarily
business loans, which include commercial loans and income property and
construction real estate loans. Small balance populations of business loans,
which are not specifically reviewed in accordance with Bancorp's normal credit
review procedures are also excluded from the application of SFAS 114.
Bancorp's impaired loans are non-accrual loans, as generally loans are placed
in nonaccrual status on the earlier of the date that principal or interest
amounts are 90 days or more past due or the date that collection of such
amounts is judged uncertain based on evaluation of the net realizable value of
the collateral and the financial strength of the borrower.
Impaired loans and the applicable valuation allowance at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
December 31,
-----------
Related
Loan Valuation
Balance Allowance
<S> <C> <C>
Impaired with specific
valuation allowance $1,758,006 $482,701
Impaired without specific
valuation allowance -- --
--------- --------
Total impaired loans $1,758,006 $482,701
========= ========
</TABLE>
<PAGE> 39
Collateral dependent loans which were measured at the fair value of the
collateral constituted all of the impaired loans at December 31, 1995. The
average recorded investment in impaired loans, the amount of interest income
recognized on a cash basis during 1995 were as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1995
<S> <C>
Average recorded investment in
impaired loans $ 803,787
Interest income recognized during
impairment 6,961
Interest income recognized on a
cash basis during impairment 6,961
</TABLE>
The balance of impaired loans at January 1, 1995 totalled $290,202. Because
the majority of loans deemed impaired during the first year were collateral
dependent, valuations of impaired loans did not vary materially from the values
previously assigned to this population of loans. The initial adoption of the
new accounting standard did not require an increase to Bancorp's allowance for
loan losses. The impact of adopting SFAS 114, as amended by SFAS 118, was
therefore immaterial to the financial condition and operations of Bancorp for
the year ended December 31, 1995. In accordance with SFAS 114, no retroactive
application of its provisions has been made to the consolidated financial
statements for periods prior to January 1, 1995.
NOTE 5. PREMISES AND EQUIPMENT
Major classifications of fixed assets are summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994
---- ----
<S> <C> <C>
Land $ 1,397,263 $ 1,397,263
Buildings 7,042,704 6,621,757
Furniture and equipment 3,451,855 3,236,650
---------- ----------
11,891,822 11,255,670
Less: accumulated
depreciation 4,801,566 4,394,852
---------- ----------
$ 7,090,256 $ 6,860,818
========== ==========
</TABLE>
In December, 1995 a new branch of the Twentieth Street Bank was opened,
located in Hamlin, West Virginia. Related costs of premises and equipment
totalled $197,205 through December 31, 1995.
The Alum Creek Branch, of the Twentieth Street Bank, was closed on March
31, 1994. Bank premises totalling $371,105 with a book value of $276,263 was
transferred to other real estate owned at an estimated fair value of $200,000.
However, it was subsequently sold in 1995 for $175,000. The losses of $25,000
and $76,263 were charged to operations for 1995 and 1994, respectively.
<PAGE> 40
NOTE 6. SAVINGS AND OTHER TIME DEPOSITS
Time deposits include certificates of deposit and individual retirement
accounts in denominations of $100,000 or more which aggregate $15,313,369 and
$10,743,542 in 1995 and 1994, respectively. Savings deposits of $100,000 or
more amount to $11,242,305 in 1995 and $16,968,471 in 1994.
NOTE 7. FEDERAL FUNDS PURCHASED AND SECURITIES
SOLD UNDER REPURCHASE AGREEMENTS
Federal funds purchased and securities sold under agreements to repurchase
and the weighted average interest rates paid during each of the years ended
December 31, 1995, 1994, and 1993 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Ending balance $1,245,000 $3,225,000 $2,645,000
Highest month end balance 5,800,000 6,845,000 7,625,000
Average yearly balance 3,009,310 2,076,863 1,641,014
Weighted average interest rate
paid during the year 5.05% 3.77% .94%
Weighted average interest rate
as of year end 4.86% 5.80% .81%
</TABLE>
Federal funds purchased generally mature daily. Securities sold under
repurchase agreements generally mature within 1 to 365 days.
NOTE 8. FUNDS BORROWED
In connection with the acquisition of property adjacent to the main branch
of the Twentieth Street Bank, the Bank issued 6% promissory notes to the
owners, at their request, to be amortized over ten years.
There are no significant amount of long-term debt due in any one year.
NOTE 9. INCOME TAXES
The total income taxes in the statements of income are as follows:
<TABLE>
<CAPTION>
Year Ended Currently Payable
December 31, Federal State Deferred Total
----------- ------- ----- -------- -----
<S> <C> <C> <C> <C>
1995 $1,738,346 $ 342,525 $ (62,700) $2,018,171
1994 1,472,320 292,819 (117,200) 1,647,939
1993 1,239,750 248,646 (203,200) 1,285,196
</TABLE>
During 1995 an examination by the Internal Revenue Service was completed
for the years 1993 and 1992. The examination resulted in an additional net
federal and state income tax provision of $29,968 which has been included in
the results of operations for the year ended December 31, 1995. The resulting
net interest paid of $43,431, due primarily to timing differences in loan loss
recognition, also reflected in current operations.
The provision for current income taxes above include amounts related to
securities transactions of $-0-, ($131,477) and $3,800 in 1995, 1994 and 1993,
respectively.
Accumulated deferred income taxes of $238,416 and $220,000, respectively, at
December 31, 1995 and 1993 are included in accrued interest and other
liabilities. A deferred income tax benefit of $541,058 at December 31, 1994 is
included in other assets.
<PAGE> 41
The items that caused timing differences resulting in deferred income taxes
were as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Accelerated depreciation $356,400 $349,100 $372,100
Loan loss deduction limitation (334,900) (235,900) (171,400)
Depreciation on replacement
property - casualty 18,600 18,600 19,300
Other -- (29,000) --
Provision for unrealized loss
on investment securities
available for sale 198,316 (643,858) --
------- ------- ------
$ 238,416 $(541,058) $220,000
======== ======== =======
</TABLE>
The principal reasons for the differences between federal income tax expense
computed at the federal statutory rate and the Bancorp's provision for income
taxes are as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate 34% 34% 34%
Federal income tax at
statutory rate $1,846,067 $1,632,557 $1,449,139
Effect of modifications at
statutory rate -
Tax exempt interest (130,974) (194,152) (239,551)
Amortization of purchase
accounting adjustments 36,510 36,510 36,510
State income tax, net of
federal income tax effect 226,067 193,261 164,106
Other 36,727 (23,613) (127,689)
Environmental tax 3,774 3,376 2,681
--------- --------- ---------
$2,018,171 $1,647,939 $1,285,196
========= ========= =========
</TABLE>
NOTE 10. SHAREHOLDERS' EQUITY
On March 30, 1995, the shareholders approved an increase in the authorized
capital stock from 1,200,000 shares to 3,600,000 shares, reduced the par value
of capital stock from $2.50 to $1.00 per share. Subsequently the Board of
Directors declared a twenty percent (20%) stock split effected in the form of a
dividend for shareholders of record on May 15, 1995 which capitalized $300,000
of retained earnings into capital stock. The combined results of these
transactions complete a three-for-one (3-for-1) capital stock split. All
references to per share amounts in the consolidated financial statements
reflect the stock split.
<PAGE> 42
NOTE 11. EMPLOYEE BENEFIT PLANS
o Pension plan
All employees of the Bancorp and its subsidiary who have attained the age of
21 and have completed one year of service automatically become participants in
the Bancorp's profit-sharing/salary savings plan (voluntary deferred
compensation plan) on the next January 1 or July 1 entry date immediately
following the one year service date. Cash contributions paid or payable for
the plan years 1995 and 1994 were $280,000 and $200,185 for the profit-sharing
feature of this plan. Amounts paid or payable for the deferred compensation
matching provision of the salary savings plan were $29,834, $33,262 and $36,666
for the plan years 1995, 1994 and 1993, respectively. The Twentieth Street
Bank, Inc. serves as Trustee of this plan. Employer profit-sharing
contributions are integrated with social security benefits and covered
employees on the salary savings plan may contribute between 2% and 15% of their
annual salary, for which the employer matches the contribution on the first 5%
at a rate of 25%. Employer contributions to the profit-sharing plan vests
after 5 years of service, whereas, the salary savings plan vests concurrent
with the contribution.
Prior to 1992, Bancorp employees participated in a defined benefit plan in
which benefits were determined using the actuarial cost method. The plan
benefits were frozen as of May 1, 1992 and only benefits accruing from May 2,
1992, through plan settlement date on August 1, 1993, were the responsibility
of the Corporation. Employees were considered 100% vested at date of
termination. There were no cash contributions payable for the plan year 1993
by Bancorp or its subsidiary.
On termination of the defined benefit plan on August 1, 1993, plan assets of
$4,421,698 were distributed to or on behalf of the participants in full
satisfaction of all accumulated benefit obligations.
The excess of the fair value over the projected benefit obligation was
recognized in 1992 as a gain in accordance with the "Accounting for Plan
Curtailment" provisions, under SFAS No. 88. This was reduced by termination
benefits payable to the employees net of the excise tax on the asset reversion
transaction to be returned in 1993. In July, 1993 the employer awarded to the
plan participants 100% of the excess remainder after funding mandatory employee
contribution balances instead of the 50% originally approved. The effect of
this decision eliminated the monies to be returned to the employer and the
payment of the related excise tax.
Pension gain attributable to the defined benefit plan was comprised of the
following:
<TABLE>
<CAPTION>
The Twentieth Bancorp
Defined Benefit Plan
---------------------
1993
----
<S> <C>
Interest cost on projected benefit obligation $110,131
Return on plan asset (60,478)
Net amortization and deferral (138,424)
-------
Net periodic pension cost (88,771)
Related excise tax benefit (60,000)
Settlement and reapplication of excess
assets to employees 386,048
-------
Amount reflected as a reduction to pension
expense in current obligations $237,277
=======
</TABLE>
<PAGE> 43
NOTE 12. COMMITMENTS AND CONTINGENT LIABILITIES
The Bancorp's Subsidiary, The Twentieth Street Bank, Inc., is party to
financial instruments with off-balance-sheet risk in the normal course of
business to meet the financing needs of its customers. These financial
instruments include loan commitments, unused credit card limits and standby
letters of credit. The instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
financial statements.
The Bancorp grants retail, commercial and commercial real estate loans to
customers located throughout western West Virginia, eastern Kentucky, and
southern Ohio. Each customer's creditworthiness is evaluated on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by the Bank upon
extension of credit, is based on management's credit evaluation of the
customer. Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, and income-producing commercial
properties. Although the bank has a diversified loan portfolio, a substantial
portion of the debtors' ability to honor their contracts is dependent upon the
economic conditions in each loan's respective location.
Substantially, all of the Bank's loans, commitments, and commercial and
standby letters of credit have been granted to customers in the Bank's market
area. Most of such customers are depositors of the Bank. Investments in state
and municipal securities also involve governmental entities within the Bank's
market area. The concentrations of credit by type of loan are set forth in
Note 4. The distribution of commitments to extend credit approximates the
distribution of loans outstanding. Commercial and standby letters of credit
were granted primarily to commercial borrowers.
The total amounts of off-balance-sheet instruments with credit risk at
December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994
---- ----
<S> <C> <C>
Loan commitments $26,660,000 $22,451,000
Unused credit card lines 3,884,000 3,728,000
Standby letters of credit 3,105,000 2,676,000
</TABLE>
Standby letters of credit are conditional commitments issued by the banks to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support public and private borrowing arrangements,
including normal business activities, bond financing and similar transactions.
Commitments to extend credit are obligations to loan to customers at
prevailing market rates specific sums, as long as there is no violation of any
preestablished condition of the loan agreement. Commitments generally have
fixed expiration dates or other termination clauses and may require payment of
a fee. Since many of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily represent future
cash requirements. The Bank evaluates each customer's credit worthiness on a
case-by-case basis.
The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
standby letters of credit is represented by the contractual amount of those
instruments. The Bank uses the same credit and collateral policies in making
commitments and conditional obligations as for all other lending. Collateral
which secures these types of commitments is the same type as collateral for
other types of lending such as accounts receivable, inventory, real estate and
equipment.
Various legal proceedings are pending for and against The Twentieth Street
Bank, Inc. Management, after reviewing this litigation with legal council,
believes that the aggregate liability, if any, resulting from them will not
have a material effect on the accompanying consolidated financial statements.
<PAGE> 44
NOTE 13. REGULATORY REQUIREMENTS AND RESTRICTIONS
The primary source of funds for the dividends paid by the Bancorp is
dividends received from its subsidiary bank. Dividends paid by banks are
subject to restriction by banking regulations. Dividends declared in any year
cannot exceed the year's net income, as defined, plus the retained net profits
of the two preceding years. As of December 31, 1995, the net retained profits
available for distribution as dividends in 1996 without regulatory approval are
approximately $4,521,013 for The Twentieth Street Bank, Inc..
Banking regulations also require the Bank to maintain certain minimum
capital levels in relation to Bank assets. At December 31, 1995, regulations
required a ratio of capital to assets of 6 percent. The Bank's capital, as
defined by regulation, was 10.64 percent of assets at December 31, 1995.
Regulations have been issued requiring maintenance of minimum capital levels
based on asset risk. A minimum risk-based capital ratio of 8 percent and a
minimum leverage ratio of 4 percent is required. The Bank's total risk-based
capital ratio at December 31, 1995, was approximately 16.85 percent and its
leverage ratio was approximately 10.00 percent.
The subsidiary bank has maintained sufficient cash reserves, approximately
$251,057 at December 31, 1995, to meet specific daily average balances as
required by the Federal Reserve Bank and correspondent banks.
The subsidiary bank has been operating under a FDIC's "Memorandum of
Understanding (MOU)" for an excessive number of apparent compliance violations
since December 12, 1994. This mandated immediate implementation of additional
effective compliance programs. The progress, of the programs, were reported
and reviewed quarterly by the FDIC's Division of Compliance and Consumer
Affairs. The Bank was revisited by the FDIC in May of 1995 with no systemic
violations being noted and the Bank was subsequently relieved from the
quarterly progress report requirement in December, 1995. However, the Bank's
compliance rating of "3" and the "MOU" will remain in place until a full-scope
examination is completed which is scheduled for the third quarter of 1996.
NOTE 14. RELATED PARTY TRANSACTIONS
In the course of its business, the subsidiary bank has granted loans to
executive officers, directors and principal shareholders and to affiliates of
executive officers and directors. As of December 31, 1995 and 1994, loans
aggregating approximately $5,273,264 and $5,237,656 respectively, were
outstanding to such parties. During 1995, new loans aggregating $3,881,682 and
amounts collected of $3,846,074 were transacted with such parties.
<PAGE> 45
NOTE 15. OTHER OPERATING EXPENSES
Major classifications of operating expenses are summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Insurance and bonds $ 442,034 $ 752,025 $ 809,378
Data processing 839,234 751,965 731,270
Dealer commissions and rebates 315,038 777,195 325,618
Advertising 248,483 259,179 223,540
Other 2,266,960 2,025,511 2,209,216
--------- --------- ---------
$4,111,749 $4,565,875 $4,299,022
========= ========= =========
</TABLE>
NOTE 16. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
Cash, cash equivalents and federal funds sold -
For those short-term instruments, the carrying amount is a reasonable
estimate of fair value.
Investment securities -
For investment debt securities, fair values are based on quoted market
prices or dealer quotes. For other securities held as investments, fair value
equals quoted market price, if available. If it is not available, fair value
is estimated using quoted market prices for similar securities.
Loan receivable -
The fair value of loans is estimated by discounting the future cash flows
using the current rates at which similar loans would be made to borrowers for
the same remaining maturities. The value of loans computed under this method
is reduced under the assumption that the allowance for loan losses will remain
at the carrying value.
<PAGE> 46
Deposits liabilities -
The fair value of demand deposits, savings accounts, individual retirement
accounts and certain money market deposits is the amount payable on demand at
the reporting date. The fair value of fixed-maturity certificates of deposit
and individual retirement accounts are estimated using the rates currently
offered for deposits of similar remaining maturities.
Federal funds purchased and securities sold under an agreement to
repurchase-
For those federal funds purchased and securities sold under an agreement to
repurchase, the carrying amount is a reasonable estimate of fair value.
Commitments to extend credit, unused credit card lines and standby letters
of credit -
The fair value of commitments, credit card lines and standby letters of
credit are based on fees currently charged for similar agreements, taking into
account the remaining terms of the agreement and the creditworthiness of the
borrower. All loan commitments are made on a variable rate basis and the
carrying value is a reasonable estimate of fair value.
The estimated fair values of the Bank's financial instruments are as
follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Financial assets:
Cash, cash equivalents
and federal funds sold $ 15,453,327 $ 15,453,327 $ 15,323,903 $ 15,323,903
Investment securities -
Held to maturity 32,890,143 33,385,588 41,522,115 41,195,960
Available for sale 63,108,750 63,108,750 40,593,569 40,593,569
----------- ----------- ----------- -----------
95,998,893 96,494,338 82,115,684 81,789,529
----------- ----------- ----------- -----------
Loans 194,167,638 205,296,460
Less: allowance for
loan losses 2,000,000 1,825,000
----------- -----------
192,167,638 189,643,873 203,471,460 199,867,241
=========== ===========
Financial liabilities:
Deposits 280,257,270 280,379,895 279,063,755 278,696,473
Federal funds purchased
and securities sold
under an agreement
to repurchase 1,245,000 1,245,000 3,225,000 3,225,000
Unrecognized financial
instruments:
Loan commitments 26,660,000 26,660,000 22,451,000 22,451,000
Unused credit card lines 3,884,000 3,884,000 3,728,000 3,728,000
Standby letters of credit $ 3,105,000 $ 3,105,000 $ 2,676,000 $ 2,676,000
</TABLE>
<PAGE> 47
NOTE 17. CONCENTRATION OF CREDIT RISK
Practically all of the Bank's loans, commitments, and commercial and standby
letters of credit have been granted to customers in the Bank's market area.
Practically all such customers are depositors of the Bank. Investment in state
and municipal securities also include governmental entities within the Bank's
market area. The concentrations of credit by type of loan are set forth in
Note 4.
At December 31, 1995, the Bank's cash included nine commercial bank deposit
accounts only one of which had $1,078 in excess of the Federal Deposit
Insurance Corporation limit of $100,000 per institution.
NOTE 18. PARENT ONLY CONDENSED FINANCIAL INFORMATION
Condensed Balance Sheets
<TABLE>
<CAPTION>
December 31,
-----------
1995 1994
---- ----
<S> <C> <C>
Assets
Cash $ 156,551 $ 43,572
Investment in subsidiary bank 32,269,509 28,331,238
Intangible assets 643,440 689,400
Other assets 362,242 303,697
---------- ----------
$33,431,742 $29,367,907
========== ==========
Liabilities and Equity
Liabilities $ 155,926 $ 58,338
---------- ----------
Common stock 1,800,000 1,500,000
Surplus 7,500,000 7,500,000
Retained earnings 23,590,848 21,559,410
Net unrealized gain (loss) on
investment securities available
for sale, net of taxes of
$198,316 and ($643,858) 384,968 (1,249,841)
---------- ----------
Equity 33,275,816 29,309,569
---------- ----------
$33,431,742 $29,367,907
========== ==========
</TABLE>
<PAGE> 48
Condensed Statements of Income
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Dividends from subsidiary $1,235,000 $ 900,000 $ 850,000
Equity adjustments to subsidiary
earnings 2,303,462 2,344,575 2,219,773
--------- --------- ---------
Income 3,538,462 3,244,575 3,069,773
--------- --------- ---------
Operating expenses 150,398 91,870 92,615
Depreciation expense 25,685 25,685 25,685
--------- --------- ---------
176,083 117,555 118,300
Net income before income taxes 3,362,379 3,127,020 2,951,473
Tax benefit provision 49,059 26,679 25,506
--------- --------- ---------
Net Income $3,411,438 $3,153,699 $2,976,979
========= ========= =========
</TABLE>
<PAGE> 49
Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Cash paid expenses $ (92,800) $ (45,886) $ (46,679)
Subsidiary's reimbursement for
income taxes (net of tax
payments) 50,779 13,206 27,639
Dividends from subsidiary 1,235,000 900,000 850,000
---------- ---------- ----------
1,192,979 867,320 830,960
---------- ---------- ----------
Cash flows from financing activities:
Payment of dividends (1,080,000) (899,720) (840,000)
Payments to acquire treasury
stock (685,543) (136,468) (119,195)
Proceeds from sale of treasury
stock 685,543 136,468 119,195
---------- ---------- -----------
(1,080,000) (899,720) (840,000)
---------- ---------- -----------
Net (decrease) increase in cash
and cash equivalents 112,979 (32,400) (9,040)
Cash and cash equivalents at
beginning of year 43,572 75,972 85,012
---------- --------- -----------
Cash and cash equivalents at end
of year $ 156,551 $ 43,572 $ 75,972
========== ========== ==========
Reconciliation of net income to net
cash provided by operating
activities:
Net income $ 3,411,438 $ 3,153,699 $ 2,976,979
Adjustments to reconcile net
income to cash provided -
Depreciation and amortizations 71,645 71,645 71,645
Increase (decrease) in accrued
expenses and taxes 97,588 (93,456) 2,133
Decrease (increase) in other
assets (84,230) 80,007 (24)
Increase in subsidiary equity
investment (2,303,462) (2,344,575) (2,219,773)
--------- ---------- ----------
Net cash provided by operating
activities $ 1,192,979 $ 867,320 $ 830,960
========== ========== ==========
</TABLE>
<PAGE> 50
TWENTIETH BANCORP, INC.
AND ITS AFFILIATE
THE TWENTIETH STREET BANK, INC.
Its Branches:
HARTS BRANCH
MILTON BRANCH
PEA RIDGE BRANCH
WEST HAMLIN BRANCH
HAMLIN BRANCH
Notice to Shareholders Annual Meeting
A copy of Form 10-K, as filed with 2:00 p.m., March 28, 1996
the Securities Exchange Commission, The Offices of
will be provided to registered The Twentieth Street Bank, Inc.
shareholders upon written request. 1900 Third Avenue
Huntington, West Virginia
Item 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
Not Applicable.
<PAGE> 51
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The following table sets forth the names of the persons who currently serve as
directors of the registrant, their ages, the periods during which they have
served as directors of the registrant, their family relationships with other
directors, and their principal occupation or employment:
TWENTIETH BANCORP, INC.
<TABLE>
<CAPTION>
Family
Served as Relation- Principal
Bancorp ship with Occupation
Director Other or
Directors Age Since Directors Employment
<S> <C> <C> <C> <C>
Jack G. Bazemore 60 1990 None President
Jabo Supply Corporation
Huntington, WV
William C. Dolin 58 1983 None President
Dolin Supply Co.
Huntington, WV
Robert B. Hayes 70 1983 None President Emeritus
Marshall University
Huntington, WV
Clarence E. Martin 56 1994 None Chief Executive Officer and
Chief Financial Officer
Arthur's Enterprises, Inc.
Huntington, WV
B. C. McGinnis, III 53 1983 (1) President
Twentieth Bancorp, Inc.
and Twentieth Street Bank
Huntington, WV
Jack McGinnis 67 1983 (1) President
Huntington Land Company
Barboursville, WV
Thomas L. McGinnis 47 1990 (1) Vice President
Twentieth Bancorp, Inc.
Executive Vice President
Twentieth Street Bank
R. O. Robertson, Jr. 70 1983 None President
Quorum Corporation
Hurricane, WV
<FN>
(1) Jack McGinnis is second cousin to B. C. McGinnis, III and Thomas L.
McGinnis, brothers.
(2) The registrant's Board of Directors meets thirteen times a year, but can be
called into a special meeting upon due notice as provided in the by-laws.
</TABLE>
<PAGE> 52
Executive Officers
Persons who currently serve as executive officers of Twentieth Bancorp, Inc.
include the following:
<TABLE>
<CAPTION>
BANKING EXPERIENCE
NAME AND QUALIFICATIONS
<S> <C>
B. C. McGinnis, III 1983 to present, Twentieth Bancorp, Inc.
Age: 53 President, 1987.
1973 to present, Twentieth Street Bank, Inc.
President, 1983.
Thomas L. McGinnis 1987 to present, Twentieth Bancorp, Inc.
Age: 47 Vice President, 1987.
1981 to present, Twentieth Street Bank, Inc.
Executive Vice President, 1989.
Brian A. Shepherd 1991 to present, Twentieth Bancorp, Inc.
Age: 45 Vice President - Secretary, 1991.
Vice President - Secretary-Treasurer, 1994.
1987 to present, Twentieth Street Bank, Inc.
Vice President, 1988.
Vice President & Cashier, 1991.
Senior Vice President & Cashier, 1995.
</TABLE>
Item 11. EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL OR CAPACITY IN WHICH CASH
NUMBER IN GROUP SERVED COMPENSATION
<S> <C> <C>
Bernard C. McGinnis, III President -
Twentieth Bancorp, Inc. $172,185
President -
Twentieth Street Bank, Inc.
Director - Twentieth Bancorp, Inc.
Director - Twentieth Street Bank, Inc.
Thomas L. McGinnis Vice President 112,235
Twentieth Bancorp, Inc.
Executive Vice President
Twentieth Street Bank, Inc.
All Executive Officers as a Group $361,615
(3 persons including those named above)
</TABLE>
The table above sets forth the remuneration paid for fiscal year 1995 to the
two highest paid executive officers of Twentieth Bancorp who received in excess
of $100,000 for services to the Company in 1995 and all remuneration to all
executive officers as a group.
<PAGE> 53
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shown below is certain information as of December 31, 1995 with respect to
beneficial ownership, as determined under regulations of the Securities and
Exchange Commission, of shares of the Corporation's common stock of the persons
known to be the beneficial owners of more than five percent of the outstanding
shares of the Corporation's common stock, of each nominee for director, and of
all directors and executive officers of the Corporation as a group. Except as
indicated in the footnotes, directors and officers have sole voting and
investment power for the number of shares stated.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP SHARES PERCENT
<S> <C> <C>
Jack McGinnis
P.O. Box 314
Barboursville, WV 25504-0314 101,388 5.6%
Irene McGinnis
5351 Route 152
Lavalette, WV 25535-9766 99,072 5.5%
Kermit E. McGinnis
P.O. Box 1037
Huntington, WV 25713-1037 122,016 6.8%
Muriel McGinnis Pratt
No. 1 Partridge Court
Huntington, WV 25705-2132 100,970 5.6%
All Executive Officers and
Directors as a group (9 persons) 301,167 16.7%
</TABLE>
<PAGE> 54
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors, executive officers, and principal shareholders of Twentieth Bancorp,
Inc., or its Subsidiary, and members of their immediate families, their
business organizations, and individuals associated with them are customers of
and have had normal banking transactions with The Twentieth Street Bank, Inc.
(a wholly owned subsidiary of Twentieth Bancorp). All such transactions were
made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
Information presented in the table below presents certain related party
transactions to directors, executive officers, and principal shareholders of
the registrant (or its subsidiary).
<TABLE>
<CAPTION>
TOTAL DIRECT AND
NAME TITLE INDIRECT INDEBTEDNESS
<S> <C> <C>
Jack G. Bazemore Director $3,581,032
William C. Dolin Director 300,557
Bernard C. McGinnis, III President & Director
Twentieth Bancorp, Inc.
Twentieth Street Bank 153,043
Jack McGinnis Director 324,188
Thomas L. McGinnis Vice President
Twentieth Bancorp, Inc.
Executive Vice President
Twentieth Street Bank 65,039
Clarence E. Martin Director 495,344
Muriel McGinnis Pratt Principal Shareholder 119,605
R. O. Robertson, Jr. Director 162,986
All others less than $60,000 each 71,470
---------
Total Indebtedness $5,273,264
=========
</TABLE>
<PAGE> 55
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8K.
(a) Documents filed as a part of the report:
(1) Audited financial statements
The financial statements are included in Item 8. of this Form 10-K.
(2) Financial Statement Schedules N/A
(3) Exhibits:
A. Consent of experts and counsel
B. Notice of Special Meeting of Shareholders
C. Proxy Statement - Special Meeting of Shareholders
(b) Reports on Form 8-K
During the fourth quarter of the year ended December 31, 1995 no
reports on Form 8-K were filed.
<PAGE> 56
SIGNATURES
Pursuant to the requirements of section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Twentieth Bancorp, Inc.
By: /s/ BERNARD C. MCGINNIS, III
-----------------------------
Bernard C. McGinnis, III
President and Chief
Executive Officer
Date March 26, 1996
<PAGE> 57
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Bernard C. McGinnis, III, his attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-K, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
SIGNATURE AND TITLE DATE
/s/ BERNARD C. MCGINNIS, III
- ---------------------------------------- March 26, 1996
Bernard C. McGinnis, III
President & Chief Executive Officer
/s/ JACK G. BAZEMORE
- ---------------------------------------- March 26, 1996
Director
/s/ WILLIAM C. DOLIN
- ---------------------------------------- March 26, 1996
Director
/s/ ROBERT B. HAYES
- ---------------------------------------- March 26, 1996
Director
/s/ CLARENCE E. MARTIN
- ---------------------------------------- March 26, 1996
Director
/s/ JACK MCGINNIS
- ---------------------------------------- March 26, 1996
Director
/s/ THOMAS L. MCGINNIS
- ---------------------------------------- March 26, 1996
Director
/s/ R. O. ROBERTSON
- ---------------------------------------- March 26, 1996
Director
<PAGE> 58
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report on Form
10-K of Twentieth Bancorp, Inc. of our report dated February 12, 1996, Audited
Consolidated Financial Statements of Twentieth Bancorp, Inc.
DIAMOND, LEFTWICH, GOHEEN & DUNN
Huntington, West Virginia
March 26, 1996
<PAGE> 59
EXHIBIT B
TWENTIETH BANCORP, INC.
P. O. Box 5527
HUNTINGTON, WEST VIRGINIA 25703-0527
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
Notice is hereby given that pursuant to call of its directors, the special
meeting of the shareholders of TWENTIETH BANCORP, INC., Huntington, West
Virginia, will be held in the Third Floor Auditorium of The Twentieth Street
Bank, Huntington, West Virginia, located at 1900 Third Avenue, on Tuesday,
March 26, 1996, at 2:00 p.m., E.S.T., for the purpose of considering and voting
upon the following matter:
Resolved, that ARTICLE I, Section 1 of the by-laws of this corporation be
amended, so that the date for the Annual Meeting of the Shareholders of
this corporation is changed to the last Thursday in September of each
year, commencing with the year 1996.
Only those shareholders of record at the close of business on March 16, 1996,
shall be entitled to notice of the meeting and to vote at the meeting.
Previous notice has been sent to you regarding the casting of your vote in the
affirmative to change the by-laws as indicated above. However, since a
majority of the outstanding shares must be present in person or by Proxy in
order to conduct the meeting, we urge you to date, sign and return the enclosed
Proxy as promptly as possible, whether or not you plan to attend the meeting in
person. If you do attend the meeting, you may then withdraw your Proxy if you
so desire. The Proxy may be revoked at any time prior to its exercise, but
after commencement of the special meeting, the Proxy may be revoked only in
accordance with the order of business adopted for the meeting.
Dated: February 28, 1996
/s/ BRIAN A. SHEPHERD
----------------------------------
By Order of the Board of Directors
Brian A. Shepherd, Vice President
Secretary-Treasurer
<PAGE> 60
EXHIBIT C
TWENTIETH BANCORP, INC.
P.O.Box 5527
HUNTINGTON, WEST VIRGINIA 25703-0527
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 26, 1996
INTRODUCTION
The accompanying Proxy is solicited by and on behalf of the Board of Directors
of TWENTIETH BANCORP, INC. (the "Corporation") for use at the special meeting
of shareholders to be held on Tuesday, March 26, 1996, at 2:00 p.m., in the
Third Floor Auditorium of The Twentieth Street Bank, located at 1900 Third
Avenue, Huntington, West Virginia, and any adjournment thereof. The
Corporation anticipates that this Proxy will be sent or given to the
shareholders on approximately February 28, 1996.
Only those shareholders of record as of the close of business on March 16,
1996, are entitled to notice of and to vote at the meeting and any adjournment
thereof. At such time, the Corporation had and continues to have one class of
stock, consisting of 1,800,000 issued and outstanding shares of common stock,
of the par value of One Dollar ($1.00) per share (the "Common Stock") held by
433 shareholders.
The Corporation's by-laws provide that a majority of the common stock issued
and outstanding, and present in person and/or by proxy, shall constitute a
quorum. If a quorum is present at such meeting, action shall be by affirmative
vote of a majority of number of shares so represented at the meeting, with each
shareholder being entitled to cast one vote for each share of stock owned by
him and represented at the meeting.
SOLICITATION OF PROXIES
Solicitation of Proxies may be made either in person or by proxy provided,
however, that only such shareholder as shall be shareholders of record on the
date ten (10) days before any meeting shall be entitled to vote thereat.
Shares represented at the meeting by properly executed Proxies in the
accompanying form will be voted at the meeting or any adjournment thereof, and
where the shareholder giving the Proxy specifies a choice by means of the
ballot space provided in the form of Proxy, the share will be voted in
accordance with the specifications so made. If no directions are given by the
shareholder, the Proxy will be voted in accordance with the recommendations of
the Board of Directors of the Corporation. Any Proxy given for use at the
meeting may be revoked at any time before it is exercised by written notice or
a subsequently dated Proxy is received by the Corporation, or by oral
revocation given by the shareholder in person at the meeting or any adjournment
thereof.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 15,453,327
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,275,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 63,108,750
<INVESTMENTS-CARRYING> 32,890,143
<INVESTMENTS-MARKET> 33,385,588
<LOANS> 194,167,638
<ALLOWANCE> 2,000,000
<TOTAL-ASSETS> 317,308,406
<DEPOSITS> 280,257,270
<SHORT-TERM> 1,245,000
<LIABILITIES-OTHER> 2,399,333
<LONG-TERM> 130,987
<COMMON> 1,800,000
0
0
<OTHER-SE> 31,475,816
<TOTAL-LIABILITIES-AND-EQUITY> 317,308,406
<INTEREST-LOAN> 18,054,807
<INTEREST-INVEST> 5,091,017
<INTEREST-OTHER> 569,950
<INTEREST-TOTAL> 23,715,774
<INTEREST-DEPOSIT> 8,916,629
<INTEREST-EXPENSE> 203,755
<INTEREST-INCOME-NET> 14,595,390
<LOAN-LOSSES> 1,443,922
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 9,328,362
<INCOME-PRETAX> 5,429,609
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,411,438
<EPS-PRIMARY> 1.90
<EPS-DILUTED> 1.90
<YIELD-ACTUAL> 9.50
<LOANS-NON> 2,192,000
<LOANS-PAST> 76,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,825,000
<CHARGE-OFFS> 1,518,000
<RECOVERIES> 249,000
<ALLOWANCE-CLOSE> 2,000,000
<ALLOWANCE-DOMESTIC> 2,000,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
