Annual Statements Open main menu

NEW PEOPLES BANKSHARES INC - Quarter Report: 2004 September (Form 10-Q)

Form 10-Q period ended September 30, 2004
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2004

 

¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from              to             

 

Commission file number: 0-33411

 


 

NEW PEOPLES BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

 


 

Virginia   31-1804543

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2 Gent Drive

Honaker, Virginia

  24260
(Address of principal executive offices)   (Zip Code)

 

(276) 873-6288

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

6,909,569 shares of common stock, par value $2.00 per share,

outstanding as of November 11, 2004

 



Table of Contents

NEW PEOPLES BANKSHARES, INC.

 

INDEX

 

          Page

PART I

   FINANCIAL INFORMATION    2

Item 1.

   Financial Statements     
     Consolidated Statements of Income –Nine Months Ended September 30, 2004 and 2003 (Unaudited)    2
     Consolidated Statements of Income – Three Months Ended September 30, 2004 and 2003 (Unaudited)    3
     Consolidated Balance Sheets – September 30, 2004 (Unaudited) and December 31, 2003 (Audited)    4
     Consolidated Statements of Changes in Stockholders’ Equity – Nine Months Ended September 30, 2004 and 2003 (Unaudited)    5
     Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2004 and 2003    6
     Notes to Consolidated Financial Statements    7

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    11

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    18

Item 4.

   Controls and Procedures    19

PART II

   OTHER INFORMATION    19

Item 1.

   Legal Proceedings    19

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds    19

Item 3.

   Defaults upon Senior Securities    19

Item 4.

   Submission of Matters to a Vote of Security Holders    19

Item 5.

   Other Information    19

Item 6.

   Exhibits    19
     SIGNATURES    20


Table of Contents

Part I Financial Information

Item 1 Financial Statements

 

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

 

     2004

    2003

INTEREST AND DIVIDEND INCOME

              

Loans including fees

   $ 17,461     $ 14,142

Federal funds sold

     19       151

Investments

     126       280
    


 

Total Interest and Dividend Income

     17,606       14,573
    


 

INTEREST EXPENSE

              

Deposits

              

Demand

     78       84

Savings

     303       342

Time deposits

     3,986       4,448

Federal Funds purchased

     3       —  

Federal Home Loan Bank borrowings

     38       —  

Trust preferred securities

     101       —  
    


 

Total Interest Expense

     4,509       4,874
    


 

NET INTEREST INCOME

     13,097       9,699

PROVISION FOR LOAN LOSSES

     620       364
    


 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     12,477       9,335
    


 

NONINTEREST INCOME

              

Service charges

     924       658

Fees, commissions and other income

     463       332

Loss on the sale of other real estate owned

     (11 )     —  

Gain on the sale of fixed assets

     185       —  

Life insurance investment income

     286       315
    


 

Total Noninterest Income

     1,847       1,305
    


 

NONINTEREST EXPENSES

              

Salaries and employee benefits

     6,388       4,483

Occupancy expense

     1,303       1,275

Other operating expenses

     2,684       1,917
    


 

Total Noninterest Expenses

     10,375       7,675
    


 

INCOME BEFORE INCOME TAXES

     3,948       2,965

INCOME TAX EXPENSE

     1,308       1,000
    


 

NET INCOME

   $ 2,640     $ 1,965
    


 

Earnings Per Share

              

Basic

   $ .38     $ .29
    


 

Fully Diluted

   $ .38     $ .28
    


 

Average Weighted Shares of Common Stock

              

Basic

     6,906,251       6,867,047
    


 

Fully Diluted

     7,020,001       6,936,384
    


 

 

The accompanying notes are an integral part of this statement.

 

2


Table of Contents

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

 

     2004

    2003

INTEREST AND DIVIDEND INCOME

              

Loans including fees

   $ 6,169     $ 4,961

Federal funds sold

     8       71

Investments

     46       70
    


 

Total Interest and Dividend Income

     6,223       5,102
    


 

INTEREST EXPENSE

              

Deposits

              

Demand

     26       33

Savings

     103       111

Time deposits

     1,451       1,466

Federal Home Loan Bank borrowings

     38       —  

Trust preferred securities

     101       —  
    


 

Total Interest Expense

     1,719       1,610
    


 

NET INTEREST INCOME

     4,504       3,492

PROVISION FOR LOAN LOSSES

     220       30
    


 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     4,284       3,462
    


 

NONINTEREST INCOME

              

Service charges

     354       261

Fees, commissions and other income

     206       144

Loss on the sale of other real estate owned

     (6 )     —  

Life insurance investment income

     88       86
    


 

Total Noninterest Income

     642       491
    


 

NONINTEREST EXPENSES

              

Salaries and employee benefits

     2,279       1,606

Occupancy expense

     461       456

Other operating expenses

     971       736
    


 

Total Noninterest Expenses

     3,711       2,798
    


 

INCOME BEFORE INCOME TAXES

     1,215       1,155

INCOME TAX EXPENSE

     375       394
    


 

NET INCOME

   $ 840     $ 761
    


 

Earnings Per Share

              

Basic

   $ .12     $ .11
    


 

Fully Diluted

   $ .12     $ .11
    


 

Average Weighted Shares of Common Stock

              

Basic

     6,908,727       6,901,318
    


 

Fully Diluted

     7,054,226       6,969,685
    


 

 

The accompanying notes are an integral part of this statement.

 

3


Table of Contents

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT SHARE DATA)

 

    

September 30,

2004


    December 31,
2003


 
     (Unaudited)     (Audited)  

ASSETS

                

Cash and due from banks

   $ 13,770     $ 8,746  

Federal funds sold

     2,484       3,327  
    


 


Total Cash and Cash Equivalents

     16,254       12,073  

Investment Securities

                

Available-for-sale

     5,804       10,719  

Loans receivable

     366,427       295,438  

Allowance for loan losses

     (2,840 )     (2,432 )
    


 


Net Loans

     363,587       293,006  

Bank premises and equipment, net

     17,940       14,291  

Equity securities (restricted)

     1,840       1,365  

Accrued interest receivable

     2,284       1,896  

Life insurance investments

     8,613       8,359  

Other assets

     2,440       799  
    


 


Total Assets

   $ 418,762     $ 342,508  
    


 


LIABILITIES

                

Deposits:

                

Demand deposits:

                

Noninterest bearing

   $ 45,099     $ 33,296  

Interest-bearing

     20,940       19,802  

Savings deposits

     43,420       40,418  

Time deposits

     260,185       214,705  
    


 


Total Deposits

     369,644       308,221  

Accrued interest payable

     748       496  

Accrued expenses and other liabilities

     1,535       986  

Trust preferred securities payable

     11,341       —    
    


 


Total Liabilities

     383,268       309,703  
    


 


STOCKHOLDERS’ EQUITY

                

Common stock - $2.00 par value; 12,000,000 shares authorized; 6,909,569 and 6,903,003 shares issued and outstanding for September 30, 2004 and December 31, 2003, respectively

     13,819       13,806  

Additional paid-in-capital

     13,115       13,076  

Retained earnings

     8,559       5,919  

Accumulated other comprehensive income/ (loss)

     1       4  
    


 


Total Stockholders’ Equity

     35,494       32,805  
    


 


Total Liabilities and Stockholders’ Equity

   $ 418,762     $ 342,508  
    


 


 

The accompanying notes are an integral part of this statement.

 

4


Table of Contents

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(IN THOUSANDS INCLUDING SHARE DATA)

(UNAUDITED)

 

     Shares of
Common
Stock


   Common
Stock


   Additional
Paid in
Capital


    Common
Stock
Sub-scriptions


    Retained
Earnings/
(Accumulated
Deficit)


   Accumulated
Other
Comprehensive
Income/ (Loss)


    Total
Shareholders’
Equity


    Comprehensive
Income


 

Balance, December 31, 2002

   6,008    $ 12,017    $ 5,948     $ 5,411     $ 3,105    $ —       $ 26,481          

Net Income

                                 1,965              1,965     $ 1,965  

Common Stock Issued

   885      1,769      7,076       (5,411 )                    3,434          

Cost of Common Stock Offering

                 (3 )                            (3 )        

Stock Options Exercised

   10      20      55                              75          
    
  

  


 


 

  


 


 


Balance, September 30, 2003

   6,903    $ 13,806    $ 13,076     $ —       $ 5,070    $ —       $ 31,952     $ 1,965  
    
  

  


 


 

  


 


 


Balance, December 31, 2003

   6,903    $ 13,806    $ 13,076     $ —       $ 5,919    $ 4     $ 32,805          

Net Income

                                 2,640              2,640     $ 2,640  

Unrealized gains (net of tax) on available-for-sale securities

                                        (3 )     (3 )     (3 )

Stock Options Exercised

   7      13      39                              52          
    
  

  


 


 

  


 


 


Balance, September 30, 2004

   6,910    $ 13,819    $ 13,115     $ —       $ 8,559    $ 1     $ 35,494     $ 2,637  
    
  

  


 


 

  


 


 


 

The accompanying notes are an integral part of this statement.

 

5


Table of Contents

NEW PEOPLES BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(IN THOUSANDS)

(UNAUDITED)

 

     2004

    2003

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net income

   $ 2,640     $ 1,965  

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

                

Depreciation

     973       806  

Provision for loan losses

     620       364  

Income (less expenses) on life insurance

     (254 )     (280 )

Loss on sale of foreclosed real estate

     11       —    

Amortization of bond premiums

     49       441  

Gain on the sale of fixed assets

     (185 )     —    

Net change in:

                

Interest receivable

     (388 )     191  

Other assets

     (566 )     104  

Accrued expense and other liabilities

     549       641  
    


 


Net Cash Provided by Operating Activities

     3,449       3,642  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES

                

Net increase in loans

     (70,581 )     (46,447 )

Purchase of securities held-to-maturity

     —         (65,964 )

Proceeds from sale of securities available-for-sale

     4,915       —    

Proceeds from maturities of securities held-to-maturity

     —         58,998  

Purchase of Federal Reserve Bank stock

     (58 )     (120 )

Purchase of Federal Home Loan Bank stock

     (397 )     (705 )

Net change in Other Real Estate Owned

     (1,075 )     —    

Payments for the purchase of property

     (5,277 )     (3,124 )

Proceeds from the sale of property

     730       —    
    


 


Net Cash Used in Investing Activities

     (71,743 )     (57,362 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES

                

Net proceeds from common stock offering

     —         3,431  

Common stock options exercised

     52       75  

Net proceeds from trust preferred securities issuance

     11,000       —    

Net change in:

                

Demand and savings deposits

     15,943       28,899  

Time deposits

     45,480       22,262  
    


 


Net Cash Provided by Financing Activities

     72,475       54,667  
    


 


Net increase (decrease) in cash and cash equivalents

     4,181       947  

Cash and Cash Equivalents, Beginning of Period

     12,073       14,939  
    


 


Cash and Cash Equivalents, End of Period

   $ 16,254     $ 15,886  
    


 


Supplemental Disclosure of Cash Paid During the Period for:

                

Interest

   $ 4,257     $ 4,987  

 

The accompanying notes are an integral part of this statement.

 

6


Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 NATURE OF OPERATIONS:

 

New Peoples Bankshares, Inc. (the Company) is a bank holding company whose principal activity is the ownership and management of a community bank. New Peoples Bank, Inc. (the Bank) was organized and incorporated under the laws of the Commonwealth of Virginia on December 9, 1997. The Bank commenced operations on October 28, 1998, after receiving regulatory approval. As a state chartered bank, the Bank is subject to regulation by the Virginia Bureau of Financial Institutions, the Federal Deposit Insurance Corporation and the Federal Reserve Bank. The Bank provides general banking services to individuals, small and medium size businesses and the professional communities of southwestern Virginia, southern West Virginia, and eastern Tennessee. On September 9, 2003, the Company formed two wholly owned subsidiaries, NPB Financial Services, Inc. and NPB Web Services, Inc.

 

NOTE 2 ACCOUNTING PRINCIPLES:

 

The financial statements conform to U. S. generally accepted accounting principles and to general industry practices. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position at September 30, 2004, and the results of operations for the nine and three month periods ended September 30, 2004 and 2003. The notes included herein should be read in conjunction with the notes to financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. The results of operations for the nine and three month periods ended September 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year.

 

The Company does not expect the anticipated adoption of any newly issued accounting standards to have a material impact on future operations or financial position.

 

NOTE 3 INVESTMENT SECURITIES:

 

The amortized cost and estimated fair value of securities at the dates indicated are as follows:

 

(Dollars are in thousands)

 

   Amortized
Cost


   Gross
Unrealized
Gains


   Gross
Unrealized
Losses


   Fair
Value


September 30, 2004

                           

Available for Sale

                           

U.S. Government Agencies

   $ 5,701    $ 1    $ —      $ 5,702

Municipal Governments

     101      1      —        102
    

  

  

  

Total Securities AFS

   $ 5,802    $ 2    $ —      $ 5,804
    

  

  

  

December 31, 2003

                           

Available for Sale

                           

U.S. Government Agencies

   $ 10,612    $ 8    $ 6    $ 10,614

Municipal Governments

     101      4      —        105
    

  

  

  

Total Securities AFS

   $ 10,713    $ 12    $ 6    $ 10,719
    

  

  

  

 

As of September 30, 2004 and December 31, 2003, all securities were classified as available for sale.

 

The amortized cost and fair value of investment securities at September 30, 2004, by contractual maturity, are shown in the following schedule. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

(Dollars are in thousands)

 

   Amortized
Cost


   Fair
Value


   Weighted
Average
Yield


 

Securities Available for Sale

                    

Due in one year or less

   $ 5,802    $ 5,804    1.40 %
    

  

  

Total

   $ 5,802    $ 5,804    1.40 %
    

  

  

 

7


Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

NOTE 3 INVESTMENT SECURITIES (Continued):

 

Investment securities with a carrying value of $3.3 million at September 30, 2004 and December 31, 2003 were pledged to secure public deposits and for other purposes required by law.

 

The Bank, as a member of the Federal Reserve Bank and the Federal Home Loan Bank, is required to hold stock in each. These equity securities are restricted from trading and are recorded at a cost of $1.8 million and $1.4 million at September 30, 2004 and December 31, 2003, respectively.

 

NOTE 4 LOANS:

 

Loans receivable outstanding are summarized as follows:

 

(Dollars are in thousands)

 

   September 30,
2004


   December 31,
2003


Commercial, financial and agricultural

   $ 69,979    $ 58,593

Real estate - construction

     9,921      7,258

Real estate - mortgages

     240,943      185,191

Installment loans to individuals

     45,584      44,396
    

  

Total Loans

   $ 366,427    $ 295,438
    

  

 

The following is a summary of information at September 30, 2004 and December 31, 2003 pertaining to nonperforming loans:

 

(Dollars are in thousands)

 

   September 30,
2004


   December 31,
2003


Principal:

             

Nonaccrual loans

   $ 512    $ 539

Loans past due 90 days or more still accruing interest

     —        26
    

  

Total Loans

   $ 512    $ 565
    

  

 

The following is a summary of information at September 30, 2004 and December 31, 2003 pertaining to impaired loans:

 

(Dollars are in thousands)

 

   September 30,
2004


   December 31,
2003


Impaired loans

   $ 565    $ 331

Valuation allowance

   $ 51    $ 95

Interest income not recognized

   $ 26    $ 2

Average investment in impaired loans

   $ 606    $ 49

 

8


Table of Contents

NOTE 5 ALLOWANCE FOR LOAN LOSSES:

 

A summary of transactions in the allowance for loan losses are as follows:

 

     For the Three Months Ended

    For the Nine Months Ended

 

(Dollars are in thousands)

 

   September 30,
2004


    September 30,
2003


    September 30,
2004


    September 30,
2003


 

Balance, beginning of period

   $ 2,742     $ 2,510     $ 2,432     $ 2,225  

Provision for loan losses

     220       30       620       364  

Recoveries of loans charged off

     7       2       16       17  

Loans charged off

     129       50       228       114  
    


 


 


 


Balance, End of Period

   $ 2,840     $ 2,492     $ 2,840     $ 2,492  
    


 


 


 


Percentage of Loans

     .78 %     1.00 %     .78 %     1.00 %
    


 


 


 


 

9


Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

NOTE 6 RELATED PARTY LOANS:

 

During the year, officers and directors (and companies controlled by them) were customers of and had loan transactions with the Bank in the normal course of business which amounted to outstanding principal amounts of $11.6 million at September 30, 2004 and $7.9 million at December 31, 2003. During the year ended December 31, 2003, total principal additions were $12.5 million and principal payments were $11.4 million. These transactions were made on substantially the same terms as those prevailing for other customers and did not involve any abnormal risk.

 

NOTE 7 COMMON STOCK:

 

On October 15, 2002, 1,200,000 shares of common stock were offered for sale by means of a prospectus to existing shareholders and to the general public in the states of Virginia, West Virginia and Tennessee only. The sale ended on February 7, 2003, after one 30 day extension from the original sale period. The total number of shares sold under the offering were 890,469.

 

During the third quarter of 2004, options to purchase 4,000 shares of common stock were exercised. At September 30, 2004, the following exercisable options were outstanding.

 

Date of Grant


   Outstanding

   Exercise Price

December 12, 2001

   234,900    $ 7.50

January 1, 2003

   78,500    $ 10.00

January 1, 2004

   86,000    $ 10.00

 

NOTE 8 EARNINGS PER SHARE:

 

Basic earnings per share computations are based on the weighted average number of shares outstanding during each year. Dilutive earnings per share reflects the additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued relate to outstanding options determined by the Treasury Method.

 

NOTE 9 TRUST PREFERRED SECURITIES:

 

On July 7, 2004, the Company completed the issuance of $11.3 million in floating rate trust preferred securities offered by its wholly owned subsidiary, NPB Capital Trust I. The proceeds of the funds are being used for general corporate purposes which may include capital management for affiliates, retirement of indebtedness and other investments. Under the terms of the trust preferred transaction, the securities mature in 30 years and are redeemable, in whole or in part, without penalty, at the option of the Company after five years. Due to the ability to defer interest and principal payments for 60 months without being considered in default, the regulatory agencies consider the trust preferred securities as Tier 1 capital. The securities have a floating rate, which will be reset quarterly, with an initial rate of 4.18%.

 

10


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Caution About Forward Looking Statements

 

We make forward looking statements in this quarterly report that are subject to risks and uncertainties. These forward looking statements include statements regarding our profitability, liquidity, allowance for loan losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward looking statements.

 

These forward looking statements are subject to significant uncertainties because they are based upon or are affected by factors including the following: the ability to successfully manage our growth or implement our growth strategies, identify attractive markets, locations or opportunities to expand in the future; maintaining capital levels adequate to support our growth; maintaining cost controls and asset qualities as we open or acquire new branches; reliance on our management team, including our ability to attract and retain key personnel; the successful management of interest rate risk; changes in general economic and business conditions in our market area; changes in interest rates and interest rate policies; risks inherent in making loans such as repayment risks and fluctuating collateral values; competition with other banks and financial institutions, and companies outside of the banking industry, including those companies that have substantially greater access to capital and other resources; demand, development and acceptance of new products and services; problems with technology utilized by us; changing trends in customer profiles and behavior; and changes in banking and other laws and regulations applicable to us.

 

Because of these uncertainties, our actual future results may be materially different from the results indicated by these forward looking statements. In addition, our past results of operations do not necessarily indicate our future results.

 

Overview

 

For the third quarter of 2004, New Peoples Bankshares, Inc. (the Company), which is the parent company of New Peoples Bank, Inc. (the Bank), earned $840 thousand, or $.12 per share and reached $418.8 million in total assets. The $840 thousand net income, or $.12 per share for the third quarter 2004 compared favorably to net income for the third quarter of 2003 of $761 thousand, or $.11 per share. Year-to-date net income was $2.6 million, or $.38 per share, as compared to $2.0 million, or $.29 per share for the same period in 2003. Total assets surpassed $400 million in the third quarter and were $418.8 million at the end of the third quarter 2004. Total loans and deposits continued to grow and were $366.4 million and $369.6 million, respectively. The Company continued to expand in southwestern Virginia by opening a new office in Abingdon, Virginia in August 2004. Another office was opened in October 2004 in Bristol, Virginia.

 

The increase in earnings is due primarily to a strong net interest margin resulting from increased loan production at the branches and sustained cost of funds. Net interest margin for the third quarter of 2004 was 5.06% as compared to 4.62% for the period ending September 30, 2003. The annualized return on average equity was 9.62% and 11.33% for the quarters ended September 30, 2004 and 2003, respectively. On a year-to-date basis, the net interest margin was 5.12% as compared to 4.49% as of September 30, 2004 and 2003, respectively. The annualized return on average equity based on year-to-date results was 10.35% as of September 30, 2004 and 10.47% for the same period in 2003.

 

Strong growth in assets, loans, and deposits continued into the third quarter. At September 30, 2004, total assets were $418.8 million, an increase of $51.7 million, or 15.09%, over December 31, 2003. Total deposits grew $37.3 million, or 12.10%, to $345.5 million, and total loans were $347.4 million, an increase of $52.0 million, or 17.59%, from the amounts at December 31, 2003. The increase in deposits and loans can be attributed to an increased presence in the market at new and existing branches, the addition of several new loan officers, an improving economy, and the Company’s reputation for quality service.

 

During the third quarter of 2004, the Company continued expanding its branch network by opening a new office in Abingdon, Virginia. Subsequent to quarter end, an additional office was opened in Bristol, Virginia resulting in 19 full service offices and one loan production office located throughout southwestern Virginia, southern West Virginia, and eastern Tennessee. A new operations center is nearly complete and will house bank operations and administration. Renovations are planned for the existing main office of the Company to expand the loan operations department. Future expansions in new markets are expected to occur in early 2005.

 

Early in the third quarter of 2004, the Company completed an $11.0 million issuance of trust preferred securities, the proceeds of which are being used for general corporate purposes and future growth.

 

11


Table of Contents

Critical Accounting Policies

 

Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements. The most critical accounting policy relates to our provision for loan losses, which reflects the estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our borrowers were to deteriorate, resulting in an impairment of their ability to make payments, our estimates would be updated, and additional provisions could be required. For further discussion of the estimates used in determining the allowance for loan losses, we refer you to the section on “Provision for Loan Losses” in this discussion.

 

Net Interest Income and Net Interest Margin

 

During the third quarter of 2004, we continued to have a very strong net interest margin of 5.06%. This is compared to a net interest margin of 4.62% for the quarter ending September 30, 2003. The loan portfolio continues to grow from additions to our lending staff, new markets and a recovering economy. At the same time, we have maintained a low cost of funds during a rising rate environment. As a result, our net interest margin has significantly improved.

 

Net interest income continued to increase from $3.5 million for the third quarter of 2003 to $4.5 million for the same period in 2004. Loan income increased to $6.2 million for the third quarter of 2004, or $1.2 million, from $5.0 million for the same period in 2003. The increase is related to the increase in loan volume during the year. Total interest expense was $1.7 million for the quarter ending September 30, 2004 as compared to $1.6 million for the same period in 2003. The $109 thousand increase is attributable primarily to the $101 thousand interest expense on the trust preferred security issuance in July 2004.

 

The following table shows the rates earned and paid on earning assets and liabilities for the periods indicated.

 

Net Interest Margin Analysis

Average Balances, Income and Expense, and Yields and Rates

(In Thousands of Dollars)

 

     For the Nine Months Ended
September 30, 2004


    For the Nine Months Ended
September 30, 2003


 
     Average
Balance


    Income/
Expense


   Yields/
Rates


    Average
Balance


    Income/
Expense


   Yields/
Rates


 

ASSETS

                                          

Loans including fees(1), (2), (3)

   $ 334,019     $ 17,461    7.05 %   $ 244,679     $ 14,142    7.77 %

Federal Funds sold

     2,407       19    1.06 %     19,810       151    1.02 %

Other investments

     8,061       126    2.10 %     24,847       280    1.50 %
    


 

        


 

      

Total Earning Assets

     344,487       17,606    6.89 %     289,336       14,573    6.76 %
    


 

        


 

      

Less: Allowance for loans losses

     (2,597 )                  (2,411 )             

Non-earning assets

     39,684                    31,401               
    


              


            

Total Assets

   $ 381,574                  $ 318,326               
    


              


            

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                          

Deposits

                                          

Demand – Interest bearing

   $ 20,895       78    .50 %   $ 19,106       84    0.59 %

Savings

     42,048       303    0.96 %     26,318       342    1.73 %

Time deposits

     234,883       3,986    2.28 %     213,464       4,448    2.79 %

Fed funds purchased

     162       3    2.48 %     —         —      —    

FHLB borrowings

     3,705       38    1.37 %     —         —      —    

Trust preferred securities

     2,837       101    4.79 %     —         —         
    


 

        


 

      

Total interest bearing liabilities

     304,530       4,509    1.98 %     258,888       4,874    2.52 %
    


 

        


 

      

Non-interest bearing deposits

     40,838                    33,006               

Other liabilities

     2,212                    1,404               
    


              


            

Total Liabilities

     347,580                    293,298               

Stockholders’ Equity

     33,994                    25,028               
    


              


            

Total Liabilities and Stockholders’ Equity

   $ 381,574                  $ 318,326               
    


              


            

Net Interest Income

           $ 13,097                  $ 9,699       
            

                

      

Net Yield on Interest Earning Assets

                  5.12 %                  4.49 %
                   

                

Net Interest Spread

                  4.91 %                  4.25 %
                   

                


(1) Non-accrual loans are not significant and have been included in the average balance of loans outstanding.
(2) Loan fees are not material and have been included in interest income on loans.
(3) Tax exempt income is not significant and has been treated as fully taxable.

 

12


Table of Contents

Net Interest Margin Analysis

Average Balances, Income and Expense, and Yields and Rates

(In Thousands of Dollars)

 

     For the Three Months Ended
September 30, 2004


    For the Three Months Ended
September 30, 2003


 
     Average
Balance


    Income/
Expense


   Yields/
Rates


    Average
Balance


    Income/
Expense


   Yields/
Rates


 

ASSETS

                                          

Loans including fees(1), (2), (3)

   $ 356,595     $ 6,169    7.14 %   $ 259,535     $ 4,961    7.98 %

Federal Funds sold

     2,311       8    1.40 %     30,814       71    0.94 %

Other investments

     5,849       46    3.20 %     21,457       70    1.33 %
    


 

        


 

      

Total Earning Assets

     364,755       6,223    7.04 %     311,806       5,102    6.80 %
    


 

        


 

      

Less: Allowance for loans losses

     (2,761 )                  (2,513 )             

Non-earning assets

     41,213                    32,903               
    


              


            

Total Assets

   $ 403,207                  $ 342,196               
    


              


            

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                          

Deposits

                                          

Demand – Interest bearing

   $ 21,031       26    .50 %   $ 23,873       33    .56 %

Savings

     43,030       103    .97 %     29,150       111    1.55 %

Time deposits

     248,674       1,451    2.37 %     225,391       1,466    2.66 %

Trust preferred securities

     7,455       101    5.56 %     —         —      —    

Other borrowings

     2,324       38    6.74 %     —         —      —    
    


 

        


 

      

Total interest bearing liabilities

     322,514       1,719    2.16 %     278,414       1,610    2.37 %
    


 

        


 

      

Non-interest bearing deposits

     43,434                    35,354               

Other liabilities

     2,330                    1,550               
    


              


            

Total Liabilities

     368,278                    315,318               

Stockholders’ Equity

     34,929                    26,878               
    


              


            

Total Liabilities and Stockholders’ Equity

   $ 403,207                  $ 342,196               
    


              


            

Net Interest Income

           $ 4,504                  $ 3,492       
            

                

      

Net Yield on Interest Earning Assets

                  5.06 %                  4.62 %
                   

                

Net Interest Spread

                  4.88 %                  4.44 %
                   

                


(1) Non-accrual loans are not significant and have been included in the average balance of loans outstanding.
(2) Loan fees are not material and have been included in interest income on loans.
(3) Tax exempt income is not significant and has been treated as fully taxable.

 

Investment Securities

 

Total investment securities decreased from $10.7 million at December 31, 2003 to $5.8 million at September 30, 2004. All of our securities are classified as available for sale securities at September 30, 2004 and December 31, 2003.

 

Our practice has been to invest available funds in short term U.S. Treasury and Agency securities, which reduces the percentage of the Bank’s capital that is subject to the Virginia bank franchise tax. The amount invested fluctuates from period to period depending on the funds available and projected liquidity needs.

 

At September 30, 2004, $3.3 million in securities were pledged for public deposits.

 

Subsequent to quarter end, $5.0 million in investments matured and were reinvested in U. S. Agency securities with the longest maturity being May 2006.

 

13


Table of Contents

Loans

 

We have continued to have strong loan demand as evidenced by an increase in loans in the first nine months of 2004 of $71.0 million, or 24.03%, to $366.4 million from $295.4 million at December 31, 2003. Loan growth for the third quarter of 2004 was $19.0 million, or 5.47%, from $324.0 million to $347.4 million. The increase results from new branches, additional loan officers and an improved economy. A schedule of loans by type is included in the notes to the financial statements. Approximately 65.75% of the loan portfolio at September 30, 2004 is secured by real estate.

 

Provision for Loan Losses

 

The provision for loan losses was $620 thousand for the first nine months of 2004 compared with $364 thousand for the same period in 2003. A $220 thousand provision for loan losses was made during the third quarter of 2004 as compared to $30 thousand for the third quarter of 2003.

 

The allowance for loan losses was $2.8 million at September 30, 2004 as compared to $2.4 million at December 31, 2003. The ratio of the allowance for loan losses to total loans was .78% at September 30, 2004 and .82% at the end of 2003. Net loans charged off for the first nine months of 2004 remained low at $212 thousand, or .06% of average loans, as compared to $97 thousand for the first nine months of 2003, or .04% of average loans. Net loans charged off during the third quarter of 2004 totaled $122 thousand, or .03% of average loans, as compared to $48 thousand for the third quarter of 2003, or .02% of average loans.

 

The calculation of the allowance for loan losses is considered a critical accounting policy. The adequacy of the allowance for loan losses is based upon management’s judgment and analysis. The following factors are evaluated in determining the adequacy of the allowance: risk characteristics of the loan portfolio, current and historical loss experience, concentrations and internal and external factors such as general economic conditions.

 

Certain risk factors exist in the Bank’s loan portfolio. Since the Bank began in 1998, we have experienced significant loan growth each year. Although we employ experienced loan officers who are familiar with their customer base, some of our loans are too new to have exhibited signs of weakness. In addition, recent expansions into new markets increase credit risk. We consider these factors to be the primary higher risk characteristics of the loan portfolio.

 

Loans delinquent greater than 90 days still accruing interest and loans in non-accrual status present a higher risk factor. At September 30, 2004, there were 19 loans in non-accrual status totaling $512 thousand, or .14% of total loans. The amount of interest that would have been recognized on these loans in the first nine months of 2004 was $26 thousand. At September 30, 2004, there were no loans greater than 90 days past due and still accruing interest. It is our policy to stop accruing interest on a loan, and classify that loan as non-accrual under the following circumstances: (a) whenever we are advised by the borrower that scheduled principal payments or interest payments cannot be met, (b) when our best judgment indicates that payment in full of principal and interest can no longer be expected, or (c) when any such loan or obligation becomes delinquent for 90 days unless it is both well secured and in the process of collection. Non-accrual loans did not have a significant impact on interest income in any of the periods presented. No loans are classified as troubled debt restructurings as defined by Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 15, “Accounting by Debtors and Creditors for Troubled Debt Restructurings.” There are also no loans identified as “potential problem loans.” We do not have any commitments to lend additional funds to non-performing debtors.

 

A majority of the loans are collateralized by real estate located in our market area. Local real estate market values have been and remain stable. It is our policy to sufficiently collateralize loans to minimize loss exposures in case of default. The market area is somewhat diverse, but in certain areas is more reliant upon agriculture and coal mining related industries. As a result, increased risk of loan impairments is possible if these industries experience a significant downturn. However, we do not foresee this happening in the near future.

 

All internal and external factors are considered in determining the adequacy of the allowance for loan losses. The methodology used to calculate the allowance provides sufficiently for potential losses present at the end of the period. The evaluation of individual loan credits is performed by the internal credit review department. Loans are initially risk rated by the originating loan officer. If deteriorations in the financial condition of the borrower and the capacity to repay the debt occur, along with other factors, the loan may be downgraded. This is typically determined by either the loan officer or credit review personnel. Guidance for the evaluation is established by the regulatory authorities who periodically review the results for compliance. The classifications used by the Bank are superior, average, pass, other assets especially mentioned, substandard, doubtful and loss.

 

14


Table of Contents

Due to the risk factors previously mentioned, all loans classified as other assets especially mentioned, substandard, doubtful and loss are individually reviewed for impairment. An evaluation is made to determine if the collateral is sufficient for each of these credits. If an exposure exists, a specific allowance is directly made for the amount of the potential loss. The specific allowance totaled $48 thousand at September 30, 2004, or 1.70% of the allowance for loan loss, as compared to $95 thousand on December 31, 2003, or 3.91% of the allowance for loan loss. In addition, for those credits adequately secured by collateral, a general allocation is made to allow for any inherent risks. During the first nine months of 2004, certain loans, based on collateral, were pooled and risk rated differently than the general allocation. As we continue to evaluate the loan portfolio and the risk factors present, we will continue to designate pools as deemed appropriate. We calculate an allowance for the remaining loan portfolio based upon an estimated loan loss percentage. The evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. As economic conditions and performance of our loans change, it is possible that future increases may be needed to the allowance for loan losses.

 

Other Real Estate Owned

 

At the end of the third quarter of 2004, other real estate owned was $1.1 million, or .26% of total assets. This is the result of collecting real estate to satisfy debts of some of the Bank’s delinquent borrowers. There are no expected losses on any of the properties upon sale.

 

Deposits

 

We continued to have strong growth in deposits, which totaled $369.6 million at September 30, 2004, an increase of $61.4 million, or 19.93%, from $308.2 million at December 31, 2003. The increase in deposits is the result of new branches opened in 2004 and a special 6 month certificate of deposit promotion. The largest areas of growth were in time deposits, which increased $45.5 million, or 21.18%, and demand deposits, which increased $12.9 million, or 24.37%. Savings deposits increased $3.0 million, or 7.43%.

 

Time deposits of $100,000 or more equaled approximately 18.83% of deposits at September 30, 2004 and 18.53% of deposits at December 31, 2003. We do not have brokered deposits, and internet accounts are limited to customers located in the surrounding geographical area. The average balances and the average rates paid on deposits are shown in the net interest margin analysis.

 

Capital

 

Total capital at September 30, 2004 was $35.8 million as compared to $32.8 million at the end of December 31, 2003. The increase is primarily the result of net income for the quarter. There have been 5,566 stock options exercised at $7.50 per share, and 1,000 stock options exercised at $10.00 per share during the first nine months of 2004. Capital as a percentage of total assets was 8.48% at September 30, 2004 as compared to 9.58% at December 31, 2003, both of which exceeded regulatory requirements.

 

No dividends have been paid historically and none are anticipated in the foreseeable future. The Company’s strategic plan is to continue growing. To accommodate this growth and have sufficient capital, earnings will need to be retained.

 

Trust Preferred Securities

 

On July 7, 2004, the Company completed the issuance of $11.0 million in trust preferred securities offered by its wholly owned subsidiary, NPB Capital Trust I.

 

The proceeds from the sale of the securities are being and will be used for general corporate purposes which may include capital management for affiliates, retirement of indebtedness and other investments. Under the terms of the trust preferred transaction, the securities will mature in 30 years and are redeemable, in whole or in part, without penalty, at the option of the Company after five years. The securities have a floating rate, which will be reset quarterly, with an initial rate of 4.18%.

 

Noninterest Income

 

Noninterest income increased to $642 thousand for the third quarter of 2004 from $491 thousand in 2003. The $151 thousand, or 30.75%, increase is related to an increase in overdraft fees on deposit accounts, insurance commissions and fee income originated by NPB Financial Services, Inc. Noninterest income as a percentage of average assets (annualized) increased to .64% for the three months ended September 30, 2004 from .57% for the same period in 2003.

 

15


Table of Contents

Noninterest Expense

 

Noninterest expense increased to $3.7 million for the three months ended September 30, 2004 from $2.8 million for the same period in 2003. The increase was largely due to additional staffing and expenses associated with the new branches and the general growth in operations as salaries and benefits increased $673 thousand from $1.6 million to $2.3 million. We expect this number to increase for the remainder of 2004 as we realize a full year’s effect of new staffing for the new branches opened during 2003 and the additional branches in 2004. Noninterest expense as a percentage of average assets (annualized) increased to 3.68% for the third quarter of 2004 as compared to 3.27% for the same period in 2003. Noninterest expense in the future will depend on our growth and the number of new branch locations.

 

Greater efficiencies will result as we maximize the performance of our branches. Our efficiency ratio, which is defined as noninterest expense divided by the sum of net interest income plus noninterest income, was 72.11% for the third quarter of 2004 as compared to 70.25% for the same period in 2003. The ratio was higher in the third quarter of 2004 as a result of the interest expense on the trust preferred securities. As this additional source of capital is further utilized for future growth, we should experience a return on these funds; thus, improving the efficiency ratio and other earnings ratios. The ratio of assets to full-time equivalent employees was $1.8 million at the end of the third quarter of 2004 as compared to $1.7 million at December 31, 2003.

 

Because we are still in the growth phase, these numbers will remain lower than our peers’ until we reach a level of maturity, but should continue to improve.

 

Employees

 

As of September 30, 2004, we had 232 full-time employees as compared to 194 full-time employees at December 31, 2003. None of our employees is covered by any collective bargaining agreement, and relations with employees are considered excellent.

 

Liquidity

 

At September 30, 2004 and December 31, 2003, we had liquid assets in the form of cash, due from banks and federal funds sold of approximately $16.3 and $12.1 million, respectively. At September 30, 2004, all of our investments are classified as available-for-sale providing an additional source of liquidity in the amount of $2.5 million, which is net of those securities pledged as collateral for public funds.

 

In the event we need additional funds, we have the ability to purchase federal funds under established lines of credit totaling $20 million. We may also borrow up to $55.2 million from the Federal Home Loan Bank which borrowings are secured by a blanket lien on residential real estate loans. At September 30, 2004, we had no overnight borrowings from the Federal Home Loan Bank. Additional liquidity will be provided by the future growth that management expects in deposit accounts and loan repayments. We believe that this future growth will result from an increase in market share in our targeted trade area. In 2003, we opened four new branches. During 2004, we have opened two new offices during the first nine months of 2004. We opened a third new office subsequent to the end of the third quarter. Additional branch locations are anticipated to open during 2005. With the lines of credit available, the increasing deposit growth in the newer branches and deposits anticipated at the new offices to be opened, we believe we have adequate liquidity to meet our requirements and needs.

 

In July 2004, the Company completed the issuance of $11.0 million in trust preferred securities. The Company used the proceeds to reduce the overnight borrowing position.

 

With recently increased loan demands, we have taken steps to retain and increase deposits by offering premium rates on short-term deposits. We continue to offer premium rates at our new branches to attract new customers and deposits.

 

Our loan to deposit ratio was 99.13% at September 30, 2004 and 95.85% at December 31, 2003. We began implementing strategies to increase deposits during the second half of 2004 at both the new and existing branches. We can lower the ratio as management deems appropriate by managing the rate of growth in our loan portfolio. This can be done by changing interest rates charged or limiting the amount of new loans approved.

 

Interest Sensitivity

 

At September 30, 2004, we had a negative cumulative gap rate sensitivity ratio of 39.65% for the one year re-pricing period, compared to 38.63% at December 31, 2003. This generally indicates that earnings would improve in a declining interest rate environment as liabilities re-price more quickly than assets. Conversely, earnings would probably decrease in periods during which interest rates are increasing. On a quarterly basis, management reviews our interest rate risk and has decided that the current position is an acceptable risk. Strategies have been implemented to decrease this risk, and improvements have been noticed during the third quarter of 2004. The table set forth below shows our interest sensitivity by period.

 

16


Table of Contents

Interest Sensitivity Analysis

September 30, 2004

(In thousands of dollars)

 

    

1 - 90

Days


    91-365
Days


   

1 - 3

Years


   

4-5

Years


    6-15
Years


    Over 15
years


    Total

Uses of funds:

                                                      

Loans

   $ 88,836     $ 29,140     $ 41,361     $ 54,078     $ 92,991     $ 60,021     $ 366,427

Federal funds sold

     2,484       —         —         —         —         —         2,484

Investments

     6,184       807       —         —         —         717       7,672

Bank owned life insurance

     8,613       —         —         —         —         —         8,613
    


 


 


 


 


 


 

Total earning assets

   $ 106,081     $ 29,947     $ 41,361     $ 54,078     $ 92,991     $ 60,738     $ 385,196
    


 


 


 


 


 


 

Sources of funds:

                                                      

Interest bearing DDA

   $ 20,940     $ —       $ —       $ —       $ —       $ —       $ 20,940

Savings & MMDA

     43,420       —         —         —         —         —         43,420

Time deposits

     83,231       129,811       39,576       7,567       —         —         260,185

Other borrowings

     11,341       —         —         —         —         —         11,341
    


 


 


 


 


 


 

Total interest bearing liabilities

     158,932       129,811       39,576       7,567       —         —         335,886
    


 


 


 


 


 


 

Discrete Gap

   $ (52,851 )     (99,864 )     1,785       46,511       92,991     $ 60,738     $ 49,310
    


 


 


 


 


 


 

Cumulative Gap

     (52,851 )     (152,715 )     (150,930 )     (104,419 )     (11,428 )     49,310        
    


 


 


 


 


 


     

Cumulative Gap as % of Total Earning Assets

     (13.72 )%     (39.65 )%     (39.18 )%     (27.11 )%     (2.97 )%     12.80 %      

 

Financial Instruments with Off-Balance Sheet Risk and Credit Risk and Contractual Obligations

 

The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments.

 

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 policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

A summary of the contract amount of the Bank’s exposure to off-balance sheet risk at September 30, 2004 and December 31, 2003, is as follows:

 

     September 30,
2004


   December 31,
2003


     (In thousands)     

Financial instruments whose contract amounts represent credit risk:

             

Commitments to extend credit

   $ 34,079    $ 22,080

Standby letters of credit

     1,426      721

 

17


Table of Contents

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

 

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. Those lines of credit may not be drawn upon to the total extent to which the Bank is committed.

 

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds certificates of deposit, deposit accounts, and real estate as collateral supporting those commitments for which collateral is deemed necessary.

 

The Bank has operating lease obligations for four locations which have not materially changed since December 31, 2003. The leases have varying length terms.

 

The Bank has contractual obligations for various building purchase, construction and renovation projects totaling approximately $700 thousand at September 30, 2004.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Interest rate risk represents the primary risk affecting our balance sheet and net interest margin. Significant changes in interest rates by the Federal Reserve could result in similar changes in other interest rates that could affect interest earned on our loan and investment portfolios and interest paid on our deposit accounts.

 

Our policy objective is to monitor our position and to manage our short term and long-term interest rate risk exposure. Our board of directors has established percentages for the maximum potential reductions in net interest income that we are willing to accept, which result from changes in interest rates over the next 12-month period. The percentage limitations relate to instantaneous and sustained parallel changes in interest rates of plus and minus certain basis points as tied to the Wall Street Journal Prime interest rate. This is the more conservative way to model interest rate risk. Management also has control over deposit expenses. In a rising rate environment, we may not increase deposit interest rates as quickly as the assets reprice. Accordingly, results may be more favorable than what is reflected in the table below.

 

The following table summarizes our established percentage limitations and the sensitivity of our net interest income to various interest rate scenarios for the next 12 months, based on assets and liabilities as of September 30, 2004 and December 31, 2003. At both dates, our interest rate risk is within the established limitations.

 

The type of modeling used to generate the table does not take into account all strategies that we might adopt in response to a sudden and sustained change in interest rates. These strategies may include asset liability acquisitions of appropriate maturities in the cash market and may also include off-balance sheet alternatives to the extent such activity is authorized by the board of directors.

 

Immediate

Basis Point Change

In Interest Rates


  

Estimated Increase

(Decrease) in Net

Interest Income


    Established
Limitation


 
   September 30,
2004


    December 31,
2003


   

+300

   (8.25 )%   (1.87 )%   (20.00 )%

+200

   (5.63 )   (1.24 )   (15.00 )

+100

   (3.04 )   (0.62 )   (7.00 )

-100

   4.39     0.60     (7.00 )

-200

   6.53     (3.39 )   (15.00 )

-300

   0.60     (10.25 )   (20.00 )

 

18


Table of Contents

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic filings with the Securities and Exchange Commission.

 

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in our periodic reports.

 

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

 

Part II Other Information

 

Item 1. Legal Proceedings

 

In the course of our operations, we may become a party to legal proceedings. We are not aware of any material pending or threatened legal proceedings.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Not Applicable

 

Item 3. Defaults Upon Senior Securities

 

Not Applicable

 

Item 4. Submission of Matters to a Vote of Security Holders

 

No matters were voted upon.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

The following exhibits are filed as part of this Form 10-Q, and this list includes the exhibit index:

 

No.

  

Description


3.1    Amended Articles of Incorporation (restated in electronic format as of September 3, 2003). (1)
3.2    Bylaws (restated in electronic format as of March 17, 2004). (2)
31.1    Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32    Certification to the Securities and Exchange Commission by Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to Exhibit 3.1 to Form 10-Q filed August 13, 2004.
(2) Incorporated by reference to Exhibit 3.1 to Form 8-K filed April 15, 2004.

 

19


Table of Contents

SIGNATURES

 

Pursuant to the requirements 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.

 

NEW PEOPLES BANKSHARES, INC.

By:

 

/s/ KENNETH D. HART


   

Kenneth D. Hart

   

President and Chief Executive Officer

Date:

 

November 15, 2004

By:

 

/s/ C. TODD ASBURY


   

C. Todd Asbury

   

Senior Vice President and Chief Financial Officer

Date:

 

November 15, 2004

 

20