PCB To Acquire Citizens National Bank Offices Located in Petersburg and Marlinton, WV FRANKLIN, WV – January 13, 2009- Allegheny Bancshares, Inc. (“Allegheny”) announced today that its subsidiary, Pendleton Community Bank (“Pendleton”) and Citizens National Bank of Elkins (“Citizens”) have entered into a Purchase and Assumption Agreement (the “Agreement”) whereby Pendleton will acquire the branches of Citizens located in Petersburg and Marlinton, WV (collectively the “branches”), all of the deposits, and much of the loan portfolios of Citizens in the respective markets.
Pendleton will acquire approximately $24 Million in deposits and approximately $17 Million in loans. In addition, Pendleton will acquire the branches and assume other miscellaneous assets and liabilities. The transaction is subject to regulatory approval, as well as other contingencies defined in the agreement and anticipated to close sometime during the 2nd quarter of 2009.
William Johnson, President and CEO of Citizens said, “The decision to sell our Petersburg and Marlinton branches is part of an effort to focus our retail banking efforts within our natural geographic markets in order to operate more efficiently and utilize resources more effectively. We are pleased that our Petersburg and Marlinton customers will be served by such a fine organization as Pendleton whose products and philosophies are so closely aligned with our own.
William A. (“Bill”) Loving, Jr., CEO of Pendleton added, “We are excited to acquire these high quality loans, branches, and deposit of Citizens. This acquisition provides the opportunity to expand our operations to Petersburg, WV while enhancing our market share in the Marlinton, WV market. We are very familiar with the Petersburg market and having explored the options available for expansion in this area for some time, feel the purchase of the Citizens franchise in Petersburg represents the best of all worlds. Now, we will have an opportunity to both build on the customer base Citizens has nurtured over the last decade and further grow our franchise by proving to Grant County customers that “We want to be Your Bank”. Furthermore, the acquisition of the Marlinton franchise allows us to enhance our presence in that market as well as build upon the success we currently enjoy. Having being chartered in Marlinton in 1925, moving to Franklin in 1937, and “returning home” with the opening of the Marlinton office in 2001, this addition of Citizens’ quality customer base only adds to the success of our strategic move to Marlinton.
The Board, Management, and Employees are enthusiastic about this transaction. Citizens has done a great job in building the franchise in these markets and we look forward to continuing our tradition of providing superior customer service and offering a full array of competitive products.”
Pendleton Community Bank headquartered in Franklin, WV operates 3 financial centers in West Virginia (Franklin, Marlinton, and Moorefield) and 1 financial center in Harrisonburg, Va. and had total assets totaling approximately $205 Million as of December 31, 2008.
Third Quarter 2008 Allegheny Bancshares, Inc. Announces Third Quarter Earnings
Allegheny Bancshares, Inc., the parent company of Pendleton Community Bank, is pleased to announce third quarter 2008 net income of $680,000 or $0.77 per share. This compares with third quarter 2007 earnings of $615,000 or $0.70 per share. This represents an increase of $.07 per share which is a 10% increase over last year and an increase in quarter over quarter earnings of $65,000 or a 10.57% increase in earnings.
For the first nine months of 2008, Allegheny had net income of $1,917,000 an increase of 7.1% from the net income of $1,790,000 earned in the same period in 2007. Earnings per share increased from $2.03 in the first nine months of 2007 to $2.18 in the same period of 2008. Loan volume for the first nine months of 2008 has grown by $7.2 million; and, net interest income has increased $27,000 which is .5% over the same period in 2007. In addition, the company has seen a 21.0% increase in its non-interest income, primarily from an investment in bank owned life insurance contract. Non interest expense for the first nine months of 2008, primarily made up of salary and benefits, occupancy and equipment expense, shows an increase of $54,000 or 1.3% over the same period in 2007.
Return on Average Assets (ROAA) for the first nine months of 2008 was 1.27% compared to ROAA of 1.30% for the same period in 2007. Return on Average Equity (ROAE) was 9.24% for the first nine months of 2008 and 9.14% for the same period in 2007. Assets at September 30, 2008 were $204 million, an increase of $9 million, or 4.6% since December 31, 2007.
W.A. (Bill) Loving, Executive Vice President and CEO, indicated he was pleased with the third quarter’s and year to date performance. According to Loving “The current banking environment continues to be extremely challenging for all financial institutions. The financial sector is today facing the greatest challenges that I have ever seen. The national economy as a whole, likewise, appears to be reflecting continued weakness. However, some markets, like many we operate in, have not been impacted to the degree of others. While we all feel the impact of one of the economic issues- higher price of fuel, housing in the markets we operate in has not seen the same level of decline as other parts of the country. This fact, along with the traditional banking approach we remain true to, continues to provide the platform for this year’s success and operating results.
I am keenly aware of the attention the financial sector has received of late and the heightened focus on the financial strength of our industry. While large national and regional banks have been reporting a decline in earnings, and in some cases, great financial difficulty, we, to the contrary are reflecting a record quarter and year to date earnings. The 7.1% increase in year over year earnings provided a continued increase in earnings per share (EPS) and added to our already strong capital base. The end result- increased value for our shareholders and enhanced financial strength for our customers.
I am extremely pleased with the $9 million in asset growth we have seen year-to-date. All of our markets are enjoying growth this year; and, this success, I know, is due to the efforts each team member makes every day to meet the needs of our customers; remaining true to our core values; communicating the financial strength we, as a community bank, possess; and the continued support of our many loyal customers.
We will remain deeply connected to the values that have made us successful in the past and to the values of the communities, we serve in order to sustain our growth and profitability in the future. Traditional banking served us well yesterday. Traditional banking served us well in today’s environment. Traditional banking will serve us well as we look to tomorrow. Consequently, I’m confident Pendleton Community Bank is positioned well to weather further economic pressures; and, as a result, an excellent choice in banking options.”
This press release includes forward-looking statements, which are not historical facts and pertain to future operating results. These forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. Accordingly, actual results may differ materially from anticipated results.
Reference is made to the additional risks and factors described from time to time in Allegheny’s reports and registration statements filed with the Securities and Exchange Commission. Allegheny undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Pendleton Community Bank, an independent community bank since 1925, currently has four full-service offices in Franklin, Moorefield, Marlinton and Harrisonburg, VA.
Allegheny Mortgage Company, a division of Pendleton Community Bank, originates residential mortgage loans and is headquartered in Moorefield.
Second Quarter 2008 Allegheny Bancshares, Inc. Announces Second Quarter Earnings
Allegheny Bancshares, Inc., the parent company of Pendleton Community Bank, is pleased to announce second quarter 2008 earnings.
For the second quarter of 2008, Allegheny had net income of $636,000 or $.72 per share, up from $603,000 and $.68 per share in the same quarter of 2007. This represents an increase of $.04 per share which is a 5.9% increase over last year and an increase in quarter over quarter earnings of $33,000 or a 5.5% increase in earnings.
For the first half of 2008, Allegheny had net income of $1,237,000 an increase of 5.3% from the net income of $1,175,000 earned in the first half of 2007. Earnings per share increased from $1.33 in the first half of 2007 to $1.41 to the first half of 2008. Loan volume for the first 6 months of 2008 has grown by $5.7 million; and, net interest income has increased $32,000 which is .8% over the same period in 2007. In addition the company has seen a 24.6% increase in its non-interest income, primarily from an investment in bank owned life insurance contract. Non interest expense for the first half of 2008, primarily made up of salary and benefits, occupancy and equipment expense, shows an increase of $47,000 or 1.8% over the same period in 2007.
Allegheny’s key financial performance indicators continue to be strong. The six months ending June 30, 2008 results produced an annualized return on average assets (ROAA) of 1.24% and a return on average equity (ROAE) of 9.05%. This compares to a ROAA of 1.28% and a ROAE of 9.08% for the same period of 2007. Assets at June 30, 2008 were $206 million, an increase of $11 million, or 5.6% since December 31, 2007.
W.A. (Bill) Loving, Executive Vice President and CEO, indicated he was pleased with the first quarter’s performance. According to Loving “The current banking environment continues to be extremely challenging for all financial institutions. The housing industry and high crude oil prices continue to place a drag on the national economy. However, some markets have not been impacted to the degree of others. While we all have been impacted by the high price of fuel, housing in the markets we operate in have not seen the same level of decline as other parts of the country. This fact, along with the traditional banking approach we have remained true to, continues to provide the platform for this year’s continued success and operating results.
I am keenly aware the attention the financial sector has received of late and the heightened focus on the financial strength of our industry. While large national and regional banks have been reporting a decline in earnings, and in some cases, financial difficulty, we, to the contrary are reflecting a record quarter and 1st half earnings. The 5.3% increase in 1st half year over year earnings of $1,237,000 provided a continued increase in shareholder’s earnings per share and added to our already strong capital base. The end result being increased value for our shareholders and an enhanced financial strength for our customers.
I am extremely pleased with the $11 million in growth (5.6% increase) we have seen year-to-date. All of our markets are enjoying growth this year; and, this success, I know, is due to the efforts each team member makes every day to meet the needs of our customers, remaining true to our core values, communicating the financial strength we, as a community bank, possess, and the continued support of our loyal customers.
We will remain deeply connected to the values that have made us successful in the past and to the values of the communities we serve to sustain our growth and profitability in the future. We believe Pendleton Community Bank is positioned well to weather any further economic pressures; and, as a result, an excellent choice in banking options.”
This press release includes forward-looking statements, which are not historical facts and pertain to future operating results. These forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. Accordingly, actual results may differ materially from anticipated results.
Reference is made to the additional risks and factors described from time to time in Allegheny’s reports and registration statements filed with the Securities and Exchange Commission. Allegheny undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Pendleton Community Bank, an independent community bank since 1925, currently has four full-service offices in Franklin, Moorefield, Marlinton and Harrisonburg, VA.
Allegheny Mortgage Company, a division of Pendleton Community Bank, originates residential mortgage loans and is headquartered in Moorefield.
Fourth Quarter 2007 Allegheny Bancshares, Inc. Announces Fourth Quarter Earnings
Allegheny Bancshares, Inc., the parent company of Pendleton Community Bank, is pleased to announce its results of operations for the 4th quarter and year ending December 31, 2007.
Allegheny’s net income for the 4th quarter of 2007 was $682,000 up $76,000 (11.1%) over the same period in 2006. This increase from 2006’s level of $606,000, was attributable primarily to the growth in loans experienced the last 6 months of the year thereby increasing net interest and net income. Year to date earnings increased from $2,368,000 in 2006 to $2,473,000 in 2007 representing an improvement of 4.4%, while total assets grew $10,864,000 or 5.9% to $194,881,000. This year’s net income produced earnings per share of $2.80, which was an increase of $.15 per share or 5.7% above 2006’s level of $2.65. Total shareholders equity at December 31, 2007 increased by $1,171,000 to $26,731,000 compared to $25,560,000 at December 31, 2006.
Allegheny’s key financial performance indicators continued to be strong producing a return on average assets (ROAA) of 1.32% and a return on average equity (ROAE) of 9.34%. Pendleton Community Bank continues to see strong loan demand, and as a result the net interest income continues to grow even as the bank incurs higher deposit costs associated with the competitive interest rate environment. Allegheny’s key financial performance indicators continue to be strong and compare favorably with industry and local peer group data.
William A. (Bill) Loving, Executive Vice President and CEO, indicated he was pleased with the 2007’s performance. According to Loving, “The earnings increases are a result of the hard work of each and every one of our team members and the investments into the future we made in the past. We continue to see growth and improved performance from our newest financial center in Harrisonburg, VA which opened in July of 2006, and we believe that this office will continue to grow and further enhance earnings and returns. We are also very pleased with the return from our investment in the Allegheny Mortgage division of the bank. At a time when many mortgage operations are facing difficulty, we, based upon our traditional approach to this business line, are continuing to see growth and profitability.
We are especially pleased with 2007 earnings given the turbulent economic environment we operated in during 2007. The banking and financial industry faced many obstacles in 2007 beginning the year with tightening net interest margins and ending the year with the “sub-prime” dilemma and falling stock prices. I believe these issues will continue well into 2008; however, I’m also confident that our emphasis on serving the communities in which we live and by adhering to conservative banking practices our Company will not endure the downturns many financial entities have or will endure. While we continue these time honored community banking methods, we have also continued to make technological advances to meet our customers’ needs and to make Pendleton Community Bank viable to meet our communities’ needs in both good and poor economic times. As an example, recent events in the mortgage world have created concern and financial impacts on Wall Street; however, we, as a community bank, remain financially sound and committed to ensuring credit remains consistently and widely available through Allegheny Mortgage or our traditional banking arm- Pendleton Community Bank. This fact has been demonstrated by 2007’s strong financial performance. ”
This year (2007) has been a tough environment in which to operate. I believe 2008 will have a new set of challenges and obstacles as we face the economic uncertainties that lie ahead; however, I’m confident we have positioned our company to produce long term benefits for the Company, our team members, our customers, and our shareholders.”
This press release includes forward-looking statements, which are not historical facts and pertain to future operating results. These forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. Accordingly, actual results may differ materially from anticipated results.
Reference is made to the additional risks and factors described from time to time in Allegheny’s reports and registration statements filed with the Securities and Exchange Commission. Allegheny undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Pendleton Community Bank, an independent community bank since 1925, currently has four full-service offices in Franklin, Moorefield, Marlinton and Harrisonburg, VA.
Allegheny Mortgage Company, a division of Pendleton Community Bank, originates residential mortgage loans and is headquartered in Moorefield.
Third Quarter 2007 Allegheny Bancshares, Inc. Announces Third Quarter Earnings
Allegheny Bancshares, Inc., the parent company of Pendleton Community Bank, is pleased to announce third quarter 2007 earnings.
For the third quarter of 2007, Allegheny had net income of $615,000 or $.70 per share, up from $578,000 and $.65 per share in the same quarter of 2006. This represents an increase of $.05 per share which is a 7% increase over last year and an increase in quarter over quarter earnings of $37,000 or a 6.4% increase in earnings.
For the first nine months of 2007, Allegheny had net income of $1,790,000, an increase of 1.6% from the net income of $1,761,000 earned in the same period of 2006. Earnings per share increased from $1.97 in the first nine months of 2006 to $2.03 in the same period of 2007, an increase of $.06 per share or a 3.04% increase. Loan volume for the first nine months of 2007 is up by $5.7 million; and, as a result, net interest income has increased 2.2% over the same period in 2006. In addition the company has seen a 14.5% increase in its non-interest income, primarily from loan fees generated by the mortgage division. Non interest expense for the first nine months of 2007 primarily made up of salaries, benefits, occupancy and equipment expense shows an increase of $265,000 or 7.1% over the same period in 2006. Allegheny’s key financial performance indicators continue to be strong.
The nine months ending September 30, 2007 results produced an annualized return on average assets (ROAA) of 1.30% and a return on average equity (ROAE) of 9.14%. This compares to a ROAA of 1.33% and a ROAE of 9.51%-for the same period of 2006. Assets at September 30, 2007 were $192 million, an increase of $8 million, or 4.35% since December 31, 2006.
W.A. (Bill) Loving, Executive Vice President and CEO, indicated he was pleased with the third quarter’s performance. According to Loving,”The earnings increases are a result of the investments we made in 2006. We are continuing to see growth and improved performance from our newest office in Harrisonburg, VA which opened in July of 2006, and we believe that this office will continue to grow and further enhance earnings and returns. We are also very pleased with the return from our investment in the Allegheny Mortgage division of the bank. We are especially pleased with third quarter earnings given the continued economic environment we have operated in during the first nine months of 2007. Industry earnings are continuing to be impacted by tighter net interest margins, a historical component of net income. Given the economy and market, we have been able to grow earnings, despite a tighter margin, through growth of our traditional banking franchise as well as Allegheny Mortgage a division focusing on meeting the mortgage needs of the markets we serve. Recent events in the mortgage world have created concern and financial impacts on Wall Street; however, we, as a community bank, remain financially sound and committed to ensuring credit remains consistently and widely available in good times and bad through Allegheny Mortgage or our traditional banking arm- Pendleton Community Bank. This fact, I’m confident, has been demonstrated by this quarter’s and year-to-date strong financial performance. ”
This press release includes forward-looking statements, which are not historical facts and pertain to future operating results. These forward-looking statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward looking statements are subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. Accordingly, actual results may differ materially from anticipated results.
Reference is made to the additional risks and factors described from time to time in Allegheny’s reports and registration statements filed with the Securities and Exchange Commission. Allegheny undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.
Pendleton Community Bank, an independent community bank since 1925, has four full-service offices in Franklin, Moorefield, Marlinton and Harrisonburg, VA.
Allegheny Mortgage Company, a division of Pendleton Community Bank, originates residential mortgage loans and is headquartered in Moorefield.
Allegheny Bancshares, Inc. Audit Committee Charter I. Role
The committee’s role is to act on behalf of the board of directors and oversee all material aspects of the company’s financial reporting, control and audit functions, except those specifically related to the responsibilities of another standing committee of the board. The audit committee’s role includes a particular focus on the qualitative aspects of financial reporting to shareholders and on company processes for the management of business/financial risk and for compliance with significant applicable legal, ethical and regulatory requirements.
The role also includes coordination with other board committees and maintenance of strong, positive working relationships with management, external and internal auditors, counsel and other committee advisors.
II. Membership
The committee shall consist of at least three, and no more than six, independent, non-executive board members. Committee members shall have: (1) knowledge of the primary industries in which the company operates; (2) the ability to read and understand fundamental financial statements, including a company’s balance sheet, income statement, statement of cash flows and key performance indicators; and (3) the ability to understand key business and financial risks and related controls and control processes. The committee shall have access to its own counsel and other advisors at the committee’s sole discretion.
At least one member, preferably the chair, should be literate in business and financial reporting and control, including knowledge of the regulatory requirements, and should have past employment experience in finance or accounting or other comparable experience or background. Committee appointments shall be approved annually by the full board. The committee chairperson shall be selected by the committee members.
III. Operating Principles
The committee shall fulfill its responsibilities within the context of the following overriding principles:
1. Communications: The chair and others on the committee shall, to the extent appropriate, maintain an open avenue of contact throughout the year with senior management, other committee chairs and other key committee advisors (external and internal auditors, etc.), as applicable, to strengthen the committee’s knowledge of relevant current and prospective business issues.
2. Education/Orientation: The committee, with management, shall develop and participate in a process for review of important financial and operating topics that present potential significant risk to the company. Additionally, individual committee members are encouraged to participate in relevant and appropriate self-study education to ensure understanding of the business and environment in which the company operates.
3. Annual Plan: The committee, with input from management and other key committee advisors, shall develop an annual plan responsive to the “primary committee responsibilities” detailed herein. The annual plan shall be reviewed and approved by the full board.
4. Meeting Agenda: Committee meeting agendas shall be the responsibility of the committee chair, with input from committee members. It is expected that the chair would also ask for management and key committee advisors, and perhaps others, to participate in this process.
5. Expectations and Information Needs: The committee shall communicate committee expectations and the nature, timing and extent of committee information needs to management, internal auditors and external parties, including external auditors. Written materials, including key performance indicators and measures related to key business and financial risks, shall be received from management, auditors and others materials in sufficient depth to participate in committee/board dialogue.
6. External Resources: The committee shall be authorized to access internal and external resources, as the committee requires, to carry out its responsibilities.
7. Meeting Attendees: The committee shall request members of management, counsel, internal and external auditors, as applicable, to participate in committee meetings, as necessary, to carry out the committee’s responsibilities. Periodically and at least annually, the committee shall meet in private session with only the committee members. It shall be understood that either internal or external auditors, or counsel, may, at any time, request a meeting with the audit committee or committee chair with or without management’s attendance. In any case, the committee shall meet in executive session separately with internal and external auditors, at least annually.
8. Meeting Frequency: The committee shall meet at least quarterly. Additional meetings shall be scheduled as considered necessary by the committee or chair.
9. Reporting to the Board of Directors: The committee, through the committee chair, shall report periodically, as deemed necessary, but at least annually, to the full board. In addition, summarized minutes from committee meetings, separately identifying monitoring activities from approvals, shall be available to each board member .
10. Self-Assessment: The committee shall review, discuss and assess its own performance as well as its role and responsibilities, seeking input from senior management, the full board and others. Changes in role and/or responsibilities, if any, shall be recommended to the full board for approval.
IV. Responsibilities
Financial Reporting:
1. Review and assess the annual and interim financial statements before they are released to the public or filed with the SEC.
2. Review and assess the key financial statement issues and risks, their impact or potential effect on reported financial information, the processes used by management to address such matters, related auditors’ views, and the basis for audit conclusions.
3. Approve changes in important accounting principles and the
application thereof in both interim and annual financial reports.
4. Advise financial management and the external auditors that they are expected to provide a timely analysis of significant current financial reporting issues and practices.
Risks and Controls:
1. Review and assess the company’s business and financial risk management process, including the adequacy of the overall control environment and controls in selected areas representing significant risk.
2. Review and assess the company’s system of internal controls for detecting accounting and financial reporting errors, fraud and defalcations, and legal violations. In that regard, review the related findings and recommendations of the external and internal auditors, together with management’s responses.
3. Review with legal counsel any regulatory matters that may have a material impact on the financial statements.
4. Review the results of the annual audits of directors’ and officers’ expense accounts and management perquisites prepared by the internal auditors.
External and Internal Audits:
1. Recommend the selection of the external auditors for approval by the board of directors.
2. Instruct the external auditors that they are responsible to the board of directors and the audit committee as representatives of the shareholders. In that regard, confirm that the external auditors will report all relevant issues to the committee in response to agreed-upon expectations.
3. Review the performance of the external and internal auditors.
4. Obtain a formal written statement from the external auditors consistent with standards set by the Independence Standards Board. Additionally, discuss with the auditors any relationships or non-audit services that may affect their objectivity or independence.
5. Consider, in consultation with the external and internal auditors, their audit scopes and plans to ensure completeness of coverage, reduction of redundant efforts and the effective use of audit resources.
6. Review and approve requests for any consulting services to be performed by the external auditors, and be advised of any other study undertaken at the request of management that is beyond the scope of the audit engagement letter.
7. Review with management and the external auditors the results of the annual audits and related comments in consultation with other committees as deemed appropriate, including any difficulties or disputes with management, any significant changes in the audit plans, the rationale behind adoptions and changes in accounting principles, and accounting estimates requiring significant judgments.
8. Provide a medium for the external auditors to discuss with the audit committee their judgments about the quality, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the company.
9. Approve changes in the directors of the internal audit function.
10. Instruct the internal auditors that they are responsible to the board of directors through the committee.
11. Review with the internal auditors any changes in the scope of their plans.
12. Review with the internal auditors the results of their monitoring of compliance with the code of conduct.
Other:
1. Review and update the committee’s charter.
2. Review and approve significant conflicts of interest and related party transactions.
3. Conduct and authorize investigations into any matters within the committee’s scope of responsibilities. The committee will be empowered to retain independent counsel and other professionals to assist in conducting any investigation.
4. Oversee Compliance Department. (See Statement of Policy for Compliance Department).
V. Documentation of Meetings
Minutes of all meetings of the Audit & Compliance Review Committee will fully document topics of discussion. Such minutes are considered official only when they bear the signature of the chairman of the Committee. Due to the nature of such meetings, minutes of Audit & Compliance Review Committee meetings are retained by the Corporate Secretary. These minutes are available upon request to external auditors, regulatory agencies and any outside member of the Board of Directors. All records, reports or such documents created by this Committee are confidential. The minutes of the Audit & Compliance Review Committee will be reviewed with the Board of Directors.
