-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FHlR8xNmGclMiQWXrbla1tcaGK/3vbBKzCQ/nLM2uDm1tc5264wvwwvLeCPzbYlK yoGRxCSnGfPKwA9nZwTZfw== 0001157523-03-001097.txt : 20030417 0001157523-03-001097.hdr.sgml : 20030417 20030417080116 ACCESSION NUMBER: 0001157523-03-001097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030417 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANKSHARES INC/WV CENTRAL INDEX KEY: 0000729986 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550641179 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-86947 FILM NUMBER: 03653342 BUSINESS ADDRESS: STREET 1: 300 UNITED CTR STREET 2: 500 VIRGINIA ST E CITY: CHARLESTON STATE: WV ZIP: 25301 BUSINESS PHONE: 3044248761 MAIL ADDRESS: STREET 1: 300 UNITED CT STREET 2: 500 VIRGINIA SUITE CITY: CHARLESTON STATE: WV ZIP: 25301 8-K 1 a4377377.txt UNITED BANKSHARES 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2003 -------------- United Bankshares, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) West Virginia No. 0-13322 55-0641179 -------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 300 United Center 500 Virginia Street, East Charleston, West Virginia 25301 ---------------------------------------- (Address of Principal Executive Offices) (304) 424-8800 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ----------------------------------------------------- (Former name or address, if changed since last report) Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits 99.1 Press Release, dated April 17, 2003, issued by United Bankshares, Inc. 99.2 Unaudited Supplemental Financial Information Item 9. Regulation FD Disclosure - --------------------------------- On April 17, 2003 United Bankshares, Inc. ("United") announced its earnings for the first quarter of 2003. A copy of the press release is attached as Exhibit 99.1 to this report. Additionally, United provided supplemental financial information for analysts and other interested investors which is attached as Exhibit 99.2 to this report. This information is being provided pursuant to Item 12, Results of Operations and Financial Condition, in accordance with the guidance provided in SEC Release Nos. 33-8216 and 34-47583. SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNITED BANKSHARES, INC. Date: April 17, 2003 By: /s/ Steven E. Wilson ------------------------- ------------------------------ Steven E. Wilson, Executive Vice President, Treasurer, Secretary and Chief Financial Officer EX-99 3 a4377377-991.txt EXHIBIT 99.1 Exhibit 99.1 United Bankshares, Inc. Announces Increase In Earnings for the First Quarter of 2003 PARKERSBURG, W.Va.--(BUSINESS WIRE)--April 17, 2003--United Bankshares, Inc. (NASDAQ: UBSI), today reported diluted earnings per share of 53(cents) for the first quarter of 2003, which represented a 6% increase from diluted earnings per share of 50(cents) for first quarter of 2002. United generated net income of $22.5 million for the first quarter of 2003, an increase of 3% above the $21.8 million earned in the first quarter of 2002. First quarter of 2003 results produced a return on average assets of 1.60% and a return on average equity of 16.67%, as compared to 1.61% and 17.19%, respectively, for the first quarter of 2002. These financial performance ratios are indicative of United's earnings strength as United continues to compare favorably to regional banking companies. Growth in noninterest income was largely responsible for the increased net earnings for the first quarter of 2003 above last year's first quarter results. Noninterest income, excluding security transactions, for the first quarter of 2003 increased $6.5 million or 40% from the first quarter of 2002 driven primarily by increased mortgage banking activity. Also contributing to the rise in noninterest income were fees from deposit services, which increased $966 thousand or 14% for the first quarter of 2003 as compared to the first quarter of 2002. On a linked-quarter basis, noninterest income, excluding security transactions, was relatively flat due to decreases in deposit services and other income, which offset an increase in mortgage banking income. Income from mortgage banking operations increased $5.5 million or 86% from the first quarter of 2002 as lower interest rates favorably impacted mortgage refinancing and home purchasing. Mortgage loans sold in the secondary market during the first quarter of 2003 increased $469.1 million or 72% from the first quarter of 2002 while loan originations increased $513.3 million or 101% when compared to the first quarter of 2002. Mortgage loans sold in the secondary market during the first quarter of 2003 increased $115.2 million or 11% while loans originated for sale declined $49.5 million or 5% from the fourth quarter of 2002. United realized a net gain of $866 thousand from security transactions in the first quarter of 2003 as compared to a net losses of $304 thousand in the first quarter of 2002 and $1.3 million in the fourth quarter of 2002. Included in the security transactions' totals for the respective quarters of 2003 and 2002 are recognized charges of $35 thousand, $325 thousand and $1.6 million related to an other-than-temporary decline in the fair value of retained interests in securitized assets as of March 31, 2003, March 31, 2002 and December 31, 2002, respectively. The decline in the value of these available for sale securities was the result of an increase in the level of prepayment and default activity during the time periods, which negatively effected the valuation of those securities to varying degrees during the respective periods. Noninterest expense increased $5.5 million or 17% for the first quarter of 2003 as compared to the prior year's first quarter primarily due to increased employee salaries and benefits related to the additional volume at the mortgage banking operations. On a linked-quarter basis, noninterest expense for the first quarter of 2003 declined $1.0 million or 3% from the fourth quarter of 2002 due mainly to a lower level of net occupancy and general operating expenses. United's efficiency ratio did increase for the first quarter of 2003 mostly the result of a compressing margin. However, the efficiency ratio of 50.6% still compares favorably to peer group banking companies. As is the case with many financial institutions, United continues to experience compression in its net interest margin. Assets are repricing at historically low levels with little flexibility for a corresponding decrease in rates paid on interest-bearing liabilities while a weak economy and an uncertain geopolitical climate are hindering loan growth. Tax-equivalent net interest income for the first quarter of 2003 was $50.2 million, a decrease of $3.3 million or 6% from the first quarter of 2002. The net interest margin for the first quarter 2003 was 3.76%, a 40 basis points decline from the first quarter of 2002's net interest margin of 4.16%. On a linked quarter basis, tax-equivalent net interest income decreased $3.6 million or 7% while the net interest margin decreased 20 basis points from 3.96% in the fourth quarter of 2002. Although sluggish economic conditions caused an increase in nonperforming loans during the first quarter of 2003, United's credit quality continues to compare favorably with national peer averages. At March 31, 2003, nonperforming loans were $16.6 million or 0.47% of loans, net of unearned income compared to $15.4 million or 0.43% of loans, net of unearned income at December 31, 2002. Net charge-offs were $1.9 million for the first quarter of 2003, a slight increase from $1.7 million for the first quarter of 2002 but down from $2.2 million for the fourth quarter of 2002. For the quarter ended March 31, 2003, the provision for loan losses was $1.5 million as compared to $2.2 million for both the first quarter and fourth quarter of 2002. As of March 31, 2003, the allowance for loan losses was $47.0 million or 1.34% of loans, net of unearned income, compared to 1.33% at December 31, 2002. During the quarter, United's Board of Directors declared a cash dividend of 25(cents) per share, a 9% increase over the 23(cents) per share declared in the first quarter of 2002. The 2003 annualized first quarter dividend of 25(cents) per share equals $1, which would represent the 30th consecutive year of dividend increases for United shareholders. United recently signed a definitive merger agreement to acquire Sequoia Bancshares, Inc. of Bethesda, Maryland, with assets of approximately $547 million. The purchase price of 75% stock and 25% cash is estimated to approximate $112 million, including the value assigned to the stock options of Sequoia. United does not anticipate that the acquisition will dilute earnings in the first full year of operations. The transaction, which is expected to close during the fourth quarter of 2003, will increase United's Virginia franchise to more than $3 billion in assets. Following completion of the proposed merger with Sequoia, United will have consolidated assets of over $6.4 billion with 97 full service offices in West Virginia, Virginia, Maryland, Ohio, and Washington, D.C. Consummation of the proposed merger is subject to certain conditions, among them, regulatory approval and approval by the shareholders of Sequoia. United Bankshares, with $5.8 billion in assets, presently has 85 full-service offices in West Virginia, Virginia, Maryland, Ohio, and Washington, D.C. United Bankshares stock is traded on the NASDAQ (National Association of Securities Dealers Quotation System) National Market System under the quotation symbol "UBSI". This press release contains certain forward-looking statements, including certain plans, expectations, goals and projections, which are subject to numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by such statements for a variety of factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature and extent of governmental actions and reforms; and rapidly changing technology evolving banking industry standards. UNITED BANKSHARES, INC. AND SUBSIDIARIES FINANCIAL SUMMARY (In Thousands Except for Per Share Data) Three Months Ended ------------------------------------ March 31 March 31 December 31 2003 2002 2002 ------------ ----------- ---------- EARNINGS SUMMARY: Interest income, taxable equivalent $79,790 $88,041 $85,759 Interest expense 29,595 34,590 31,968 Net interest income, taxable equivalent 50,195 53,451 53,791 Taxable equivalent adjustment 2,566 2,803 2,670 Net interest income 47,629 50,648 51,121 Provision for loan losses 1,455 2,227 2,212 Income from mortgage banking operations 11,972 6,450 11,341 Gain (loss) on security transactions 866 (304) (1,305) Other noninterest income 10,757 9,791 11,507 Noninterest expenses 37,565 32,030 38,574 Income taxes 9,661 10,507 9,325 Net income 22,543 21,821 22,553 Cash dividends declared 10,426 9,869 10,526 PER COMMON SHARE: Net income: Basic 0.54 0.51 0.53 Diluted 0.53 0.50 0.53 Cash dividends declared 0.25 0.23 0.25 Book value 12.98 11.81 12.88 Closing market price 27.70 29.53 29.06 Common shares outstanding: Actual, net of treasury shares 41,744,719 42,812,217 42,031,968 Average basic 41,891,007 42,899,060 42,155,892 Average diluted 42,355,229 43,548,650 42,669,955 FINANCIAL RATIOS: Return on average assets 1.60% 1.61% 1.55% Return on average shareholders' equity 16.67% 17.19% 16.39% Average equity to average assets 9.59% 9.39% 9.47% Net interest margin 3.76% 4.16% 3.96% March 31 March 31 December 31, 2003 2002 2002 --------------- ----------- ----------- PERIOD END BALANCES: Assets $5,816,539 $5,557,581 $5,792,019 Earning assets 5,449,356 5,290,237 5,454,471 Loans, net of unearned income 3,495,781 3,491,455 3,573,161 Loans held for sale 478,706 223,388 582,718 Investment securities 1,350,286 1,473,583 1,285,490 Total deposits 3,975,954 3,818,901 3,900,848 Shareholders' equity 541,873 505,636 541,539 EX-99 4 a4377377_992.txt UNITED BANKSHARES EXHIBIT 99.2 Exhibit 99.2 UNITED BANKSHARES, INC. AND SUBSIDIARIES Charleston, WV Stock Symbol: UBSI (In Thousands Except for Per Share Data) Consolidated Statements of Income Three Months Ended --------------------------------- March March December 2003 2002 2002 ---------------- ------- -------- Interest & Loan Fees Income $77,224 $85,238 $83,089 Tax Equivalent Adjustment 2,566 2,803 2,670 --------------- -------- -------- Interest & Fees Income (FTE) 79,790 88,041 85,759 Interest Expense 29,595 34,590 31,968 --------------- -------- -------- Net Interest Income (FTE) 50,195 53,451 53,791 Loan Loss Provision 1,455 2,227 2,212 Non-Interest Income: Investment Securities Transactions 866 (304) (1,305) Income from Fiduciary Activities 2,275 2,274 2,200 Service Charges on Deposits 8,121 7,155 8,722 Income from Mortgage Banking Operations 11,972 6,450 11,341 Other Non-Interest Revenue 361 362 585 --------------- -------- -------- Total Non-Interest Income 23,595 15,937 21,543 --------------- -------- -------- Non-Interest Expense: Staff Expense 21,631 17,614 21,632 Occupancy & Equipment 3,316 2,639 3,733 Other Expenses 11,647 10,826 12,538 Amortization of Intangibles 434 585 249 OREO Expense 248 165 264 FDIC Expense 289 201 158 --------------- -------- -------- Total Non-Interest Expense 37,565 32,030 38,574 --------------- -------- -------- Pre-Tax Earnings (FTE) 34,770 35,131 34,548 Tax Equivalent Adjustment 2,566 2,803 2,670 --------------- -------- -------- Reported Pre-Tax Earnings 32,204 32,328 31,878 Taxes 9,661 10,507 9,325 --------------- -------- -------- Net Income $22,543 $21,821 $22,553 =============== ======== ======== MEMO: Effective Tax Rate 30.00% 32.50% 29.25% UNITED BANKSHARES, INC. AND SUBSIDIARIES Charleston, WV Stock Symbol: UBSI (In Thousands Except for Per Share Data) Consolidated Balance Sheets March 31 March 31 2003 2002 Q-T-D Q-T-D March 31 December 31 Average Average 2003 2002 ----------- ----------- ----------- ----------- Cash & Cash Equivalents $267,376 $201,593 $289,477 $175,363 Securities Available for Sale 1,032,755 1,155,749 1,088,284 1,022,314 Held to Maturity Securities 262,322 266,468 262,002 263,176 ----------- ----------- ----------- ----------- Total Securities 1,295,077 1,422,217 1,350,286 1,285,490 ----------- ----------- ----------- ----------- Total Cash and Securities 1,562,453 1,623,810 1,639,763 1,460,853 ----------- ----------- ----------- ----------- Loans held for sale 428,463 200,622 478,706 582,718 Commercial Loans 1,878,089 1,854,869 1,836,969 1,885,275 Mortgage Loans 1,323,893 1,292,501 1,316,634 1,335,606 Consumer Loans 346,438 339,117 342,178 352,280 ----------- ----------- ----------- ----------- Loans & Leases, net of unearned income 3,548,420 3,486,487 3,495,781 3,573,161 Reserve for Loan & Lease Losses (47,508) (47,599) (46,985) (47,387) Goodwill 90,397 81,348 89,600 90,416 Other Intangibles 5,696 7,565 5,435 5,869 ----------- ----------- ----------- ----------- Total Intangibles 96,093 88,913 95,035 96,285 Real Estate Owned 4,069 3,681 4,086 4,267 Other Assets 127,165 123,927 150,153 122,122 ----------- ----------- ----------- ----------- Total Assets $5,719,155 $5,479,841 $5,816,539 $5,792,019 =========== =========== =========== =========== MEMO: Earning Assets $5,360,056 $5,144,000 $5,449,356 $5,454,471 =========== =========== =========== =========== Interest-bearing Deposits $3,175,138 $3,149,777 $3,139,318 $3,161,620 Noninterest-bearing Deposits 707,312 582,420 836,636 739,228 ----------- ----------- ----------- ----------- Total Deposits 3,882,450 3,732,197 3,975,954 3,900,848 Short-term Borrowings 527,628 471,483 520,627 573,549 Intermediate & Long- term Borrowings 708,435 690,699 708,267 708,573 ----------- ----------- ----------- ----------- Total Borrowings 1,236,063 1,162,182 1,228,894 1,282,122 Other Liabilities 52,283 70,758 69,818 67,510 ----------- ----------- ----------- ----------- Total Liabilities 5,170,796 4,965,137 5,274,666 5,250,480 ----------- ----------- ----------- ----------- Common Equity 548,359 514,704 541,873 541,539 ----------- ----------- ----------- ----------- Total Shareholders' Equity 548,359 514,704 541,873 541,539 ----------- ----------- ----------- ----------- Total Liabilities & Equity $5,719,155 $5,479,841 $5,816,539 $5,792,019 =========== =========== =========== =========== UNITED BANKSHARES, INC. AND SUBSIDIARIES Charleston, WV Stock Symbol: UBSI (In Thousands Except for Per Share Data) Three Months Ended -------------------------------------- March March December Quarterly Share Data: 2003 2002 2002 -------------- ----------- ----------- Earnings Per Share: Basic $0.54 $0.51 $0.53 Diluted $0.53 $0.50 $0.53 Common Dividend Declared Per Share $0.25 $0.23 $0.25 High Common Stock Price $30.51 $29.97 $31.50 Low Common Stock Price $26.58 $27.56 $26.09 Average Shares Outstanding: (Net of Treasury Stock): Basic 41,891,007 42,899,060 42,155,892 Diluted 42,355,229 43,548,650 42,669,955 Memorandum Items: Tax (Benefit)Applicable to Security Transactions $303 ($106) ($457) Common Dividends Declared $10,426 $9,869 $10,526 March March December EOP Share Data: 2003 2002 2002 -------------- ----------- ----------- Book Value Per Share $12.98 $11.81 $12.88 Tangible Book Value Per Share $10.70 $9.74 $10.59 52-week High Common Stock Price $32.25 $29.97 $32.25 Date 05/06/02 03/28/02 05/06/02 52-week Low Common Stock Price $24.88 $21.55 $24.88 Date 07/24/02 04/17/01 07/24/02 EOP Shares Outstanding (Net of Treasury Stock): 41,744,719 42,812,217 42,031,968 Memorandum Items: EOP Employees (full-time equivalent) 1,500 1,401 1,486 UNITED BANKSHARES, INC. AND SUBSIDIARIES Charleston, WV Stock Symbol: UBSI (In Thousands Except for Per Share Data) Three Months Ended ----------------------- March March December 2003 2002 2002 ------- ------ -------- Selected Yields and Net Interest Margin: Loans 6.39% 7.27% 6.61% Investment Securities 5.30% 6.23% 5.35% Money Market Investments/FFS 1.16% 1.78% 2.63% Average Earning Assets Yield 6.00% 6.89% 6.30% Interest-bearing Deposits 2.12% 2.81% 2.28% Short-term Borrowings 1.69% 2.03% 1.81% Long-term Borrowings 6.19% 6.12% 6.23% Average Liability Costs 2.72% 3.25% 2.83% Net Interest Spread 3.28% 3.64% 3.47% Net Interest Margin 3.76% 4.16% 3.96% Selected Financial Ratios: Return on Average Common Equity 16.67% 17.19% 16.39% Return on Average Assets 1.60% 1.61% 1.55% Efficiency Ratio 50.58% 44.88% 49.66% March March December 2003 2002 2002 -------- ------ -------- Loan/Deposit Ratio 87.92% 91.43% 91.60% Loan Loss Reserve/Loans, net of unearned income 1.34% 1.37% 1.33% Nonaccrual Loans/Loans, net of unearned income 0.29% 0.22% 0.19% 90-Day Past Due Loans/Loans, net of unearned income 0.19% 0.19% 0.24% Non-performing Loans/Loans, net of unearned income 0.47% 0.41% 0.43% Non-performing Assets/Total Assets 0.36% 0.51% 0.34% Primary Capital Ratio 10.04% 9.87% 10.09% Shareholders' Equity/Total Assets 9.32% 9.10% 9.35% Price/Book Ratio 2.13x 2.50x 2.26x Price/Earnings Ratio 13.01x 14.73x 14.09x UNITED BANKSHARES, INC. AND SUBSIDIARIES Charleston, WV Stock Symbol: UBSI (In Thousands Except for Per Share Data) March March December Credit Quality Data: 2003 2002 2002 -------- -------- -------- EOP Non-Accrual Loans $9,979 $7,824 $6,890 EOP 90-Day Past Due Loans 6,594 6,540 8,461 -------- -------- -------- Total EOP Non- performing Loans $16,573 $14,364 $15,351 EOP Non-performing Securities 0 10,000 EOP Other Real Estate & Assets Owned 4,086 4,099 4,267 -------- -------- -------- Total EOP Non- performing Assets $20,659 $28,463 $19,618 ======== ======== ======== Year Three Months Ended Ended -------------------------- March March December December 2003 2002 2002 2002 -------- -------- -------- -------- Charge-off Analysis: Gross Charge-offs ($2,256) ($2,403) ($2,499) ($9,499) Recoveries 400 657 302 1,541 -------- -------- -------- -------- Net Charge-offs ($1,856) ($1,746) ($2,197) ($7,958) ======== ======== ======== ======== CONTACT: United Bankshares, Inc. Steven E. Wilson, 304/424-8704 -----END PRIVACY-ENHANCED MESSAGE-----