Resource Bankshares 10-Q 2003 Q3 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

Commission File Number: 001-14319

RESOURCE BANKSHARES CORPORATION

(Exact name of Registrant as specified in its charter)

Virginia	54-1904386
(State or other jurisdiction of incorporation or organization)	( I.R.S. Employer Identification No.)

3720 Virginia Beach Blvd., Virginia Beach, VA 23452

(Address of principal executive offices) (Zip Code)

(757) 463-2265

(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 Exchange Act 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

At September 30, 2003, 6,014,327 shares of Resource Bankshares Corporation’s common stock, $1.50 par value, were outstanding.

RESOURCE BANKSHARES CORPORATION

FORM 10-Q

SEPTEMBER 30, 2003

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002	3
	Consolidated Statements of Income for the periods ended September 30, 2003 and 2002	4
	Consolidated Statements of Stockholders’ Equity for the period ended September 30, 2003	5
	Consolidated Statements of Cash Flows for the periods ended September 30, 2003 and 2002	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risks	24
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 4.	Submission of Matters to a Vote of Security Holders	24
Item 6.	Exhibits and Reports on Form 8-K	24

-2-

PART I - FINANCIAL INFORMATION

Item I. Financial Statements

RESOURCE BANKSHARES CORPORATION

CONSOLIDATED BALANCE SHEETS

	September 30 2003			December 31 2002
	(Unaudited)
	(Dollars in thousands)
ASSETS
Cash and due from banks	$	45,498		$	11,252
Interest bearing deposits		4,689			2,147
		50,187			13,399
Funds advanced in settlement of mortgage loans		85,682			111,113
Securities available for sale(amortized cost of $12,453 and $21,213,respectively)		12,437			21,191
Securities held to maturity(fair value of $134,036 and $111,999,respectively)		135,219			108,650
Loans, net
Commercial		118,787			96,807
Real estate - construction		162,007			122,839
Commercial real estate		187,449			158,954
Residential real estate		64,184			49,176
Installment and consumer loans		4,800			4,968
TOTAL LOANS		537,227			432,744
Allowance for loan losses		(5,034	)		(5,009	)
NET LOANS		532,193			427,735
Other real estate owned		53			—
Premises and equipment, net		10,100			10,239
Cash surrender value of life insurance		13,324			9,574
Accrued interest		3,991			3,855
Other assets		8,250			9,411
	$	851,436		$	715,167
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non interest bearing	$	31,540		$	24,390
Interest bearing		606,065			492,059
TOTAL DEPOSITS		637,605			516,449
Federal funds purchased and securities sold under agreements to repurchase		18,000			32,347
FHLB advances		109,000			105,000
Capital debt securities		16,200			16,200
Accrued interest		3,210			3,522
Other liabilities		10,509			9,482
TOTAL LIABILITIES		794,524			683,000
Preferred stock, par value $10 per share, Shares authorized: 500,000; none issued and outstanding		—			—
Common stock, par value $1.50 per share Shares authorized: 15,000,000 Shares issued and outstanding: 2003 - 6,014,327; 2002 - 4,541,517		9,021			6,812
Additional paid in capital		28,114			11,959
Retained earnings		19,591			12,758
Accumulated other comprehensive gain		186			638
TOTAL STOCKHOLDERS’ EQUITY		56,912			32,167
	$	851,436		$	715,167

See notes to consolidated financial statements.

-3-

RESOURCE BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended September 30				Nine months ended September 30
	2003		2002		2003			2002
	(Dollars in thousands)				(Dollars in thousands)
Interest and dividend income
Interest and fees on loans	$	6,818	$	5,930	$	19,291		$	17,020
Interest on investment securities:
Taxable		2,028		1,957		5,998			5,770
Tax exempt		232		184		650			546
		2,260		2,141		6,648			6,316
Interest on funds advanced in settlement of mortgage loans		1,950		1,059		5,096			2,824
Total interest income		11,028		9,130		31,035			26,160
Interest expense
Interest on deposits		3,059		3,312		9,144			10,180
Interest on borrowings		1,190		1,253		3,464			3,608
Interest on capital debt securities		287		267		868			843
Total interest expense		4,536		4,832		13,476			14,631
Net interest income		6,492		4,298		17,559			11,529
Provision for loan losses		—		270		150			975
Net interest income after provision for loan losses		6,492		4,028		17,409			10,554
Noninterest income
Mortgage banking income		8,401		5,824		23,466			14,565
Service charges		134		171		416			501
Gain(loss) on sale of assets		—		—		(15	)		711
Gain on sale of securities		—		—		83			236
Other		617		51		1,633			1,030
		9,152		6,046		25,583			17,043
Noninterest expense
Salaries and employee benefits		7,783		5,336		21,448			14,453
Occupancy expenses		581		427		1,688			1,275
Depreciation and equipment maintenance		619		502		1,863			1,535
Stationery and supplies		243		185		707			572
Marketing and business development		267		179		824			535
Professional fees		189		101		577			408
Outside computer services		290		219		785			694
FDIC insurance		21		17		61			53
Other		906		751		2,526			1,914
		10,899		7,717		30,479			21,439
Income before income tax		4,745		2,357		12,513			6,158
Income tax expense		1,449		711		3,807			1,817
Net income	$	3,296	$	1,646	$	8,706		$	4,341
Cash dividends declared per common share	$	0.11	$	0.09	$	0.34		$	0.28
Basic earnings per common share	$	0.55	$	0.36	$	1.53		$	0.93
Diluted earnings per common share	$	0.51	$	0.34	$	1.44		$	0.88

See notes to consolidated financial statements.

-4-

RESOURCE BANKSHARES CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

Nine Months Ended September 30, 2003	(Dollars in Thousands)
	Common Shares	Stock Amount		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income(Loss)			Total
Balance, December 31, 2002	4,541,517	$	6,812	$	11,959	$	12,758		$	638		$	32,167
Comprehensive income:
Net income							8,706						8,706
Changes in unrealized appreciation(depreciation) on securities available for sale, net of reclassification adjustment and tax effect										12			12
Change in fair value of hedging derivative										(464	)		(464	)
Total comprehensive income													8,254
Proceeds from common stock issued - net of issuance costs	1,377,560		2,066		16,064								18,130
Proceeds from exercise of stock options	95,250		143		91								234
Cash dividends declared - $0.34 per share							(1,873	)					(1,873	)
Balance, September 30, 2003	6,014,327	$	9,021	$	28,114	$	19,591		$	186		$	56,912

See notes to consolidated financial statements.

-5-

RESOURCE BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended
	Sept. 30, 2003			Sept. 30, 2002
	(Dollars in thousands)
Operating activities
Net income	$	8,706		$	4,341
Adjustments to reconcile to net cash used by operating activities:
Provision for losses on loans and other real estate owned		150			975
Provision for losses on funds advanced in settlement of mortgage loans		99			145
Depreciation and amortization		1,055			934
Amortization of investment securities premiums, net of discounts		(1,377	)		(923	)
(Gain)loss on sale of loans or other real estate owned		15			(711	)
Gain on sale of securities		(83	)		(236	)
Increase in cash surrender value of life insurance		(414	)		(273	)
Deferred loan origination fees, net of costs		238			482
Funds advanced in settlement of mortgage loans originated		(959,333	)		(600,181	)
Sales proceeds from funds advanced in settlement of mortgage loans		984,666			607,615
Changes in:
Interest receivable		(135	)		(378	)
Interest payable		(108	)		(1,314	)
Other assets		(2,178	)		622
Other liabilities		2,609			1,706
Net cash provided(used) by operating activities		33,910			12,804
Investing activities:
Proceeds from sales and maturities of available-for-sale securities		10,082			2,903
Proceeds from maturities of held-to-maturity securities		42,206			23,111
Purchases of held-to-maturity securities		(67,394	)		—
Purchases of available-for-sale securities		(1,246	)		(41,741	)
Proceeds from sale of other real estate owned		23			46
Proceeds from sale of loans		—			21,847
Loan originations, net of principal repayments		(104,922	)		(98,144	)
Purchases of premises, equipment and other assets		(916	)		(1,930	)
Net cash used by investing activities		(122,167	)		(93,908	)
Financing activities:
Proceeds from exercise of stock options and warrants		234			140
Payments to reacquire common stock		—			(1,349	)
Proceeds from sale of common stock, net of issuance costs		18,130			—
Cash dividends paid		(1,873	)		(1,302	)
Proceeds(repayment) of federal funds purchased		(14,347	)		14,665
Net proceeds in FHLB advances		4,000			12,200
Net increase(decrease) in demand deposits, NOW accounts and savings accounts		28,533			(26,260	)
Net increase in certificates of deposits		90,368			79,481
Net cash provided by financing activities		125,045			77,575

Continued

-6-

RESOURCE BANKSHARES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine months ended
	Sept. 30, 2003		Sept. 30, 2002
Increase(decrease) in cash and cash equivalents		36,788		(3,529	)
Cash and cash equivalents at beginning of period		13,399		9,610
Cash and cash equivalents at end of period	$	50,187	$	6,081
Supplemental schedules and disclosures of cash flow information:
Cash paid for:
Interest on deposits and other borrowings	$	13,584	$	15,944
Supplemental schedule of non cash investing and financing activities:
Transfer from loans to real estate acquired through foreclosure	$	76	$	70

See notes to consolidated financial statements.

-7-

RESOURCE BANKSHARES CORPORATION

Notes to Consolidated Financial Statements

September 30, 2003

(UNAUDITED)

(Dollars in thousands, except per share data)

Organization and Summary of Significant Accounting Policies

(1) GENERAL

Resource Bankshares Corporation, a Virginia Corporation (the “Company”), was incorporated under the laws of the Commonwealth of Virginia on February 4, 1998, primarily to serve as a holding company for Resource Bank (the “Bank”).

The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries, Resource Bank and Virginia Financial Services, LLC; and the Bank’s wholly owned subsidiaries, CW and Company of Virginia, Resource Service Corporation and Dominion Investment Group, LLC. All significant inter-company balances and transactions have been eliminated in consolidation.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all of the disclosures and notes required by generally accepted accounting principles. In the opinion of management, all adjustments of a normal recurring nature which are necessary for a fair presentation of the financial statements included herein have been reflected in the financial statements. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

All per share figures have been adjusted to reflect a three-for-two stock split on September 5, 2003. Certain reclassifications have been made to prior year’s information to conform with the current year presentation.

(2) CASH AND CASH EQUIVALENTS

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, interest-bearing deposits with banks, and federal funds sold.

(3) ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are as follows:
Balance as of January 1, 2003	$	5,009
Provision for loan losses		150
Loans charged off		(127	)
Recoveries		2
Balance at September 30, 2003	$	5,034

-8-

(4) NET INCOME PER SHARE

Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that then shares in the earnings of the entity. The weighted average number of basic shares outstanding for the three and nine months ended September 30, 2003 were 5,985,307 and 5,690,613, respectively, and for the three and nine months ended September 30, 2002 were 4,622,778 and 4,644,807, respectively. The diluted weighted average number of shares outstanding for the three and nine months ended September 30, 2003 were 6,404,911 and 6,058,103, respectively, and for the three and nine months ended September 30, 2002 were 4,905,971 and 4,924,968, respectively.

(5) COMPREHENSIVE INCOME

The components of other comprehensive income and related tax effects for the nine months ended September 30, 2003 and 2002 are as follows:

	Nine months ended
	Sept. 30, 2003			Sept. 30, 2002
Unrealized holding gains(losses) arising during the period on available-for-sale securities	$	100		$	713
Reclassification adjustment for gains realized in income		(83	)		(236	)
Net unrealized gains		17			477
Tax effect		(5	)		(163	)
Net-of-tax amount	$	12		$	314
Change in fair value of hedging derivatives	$	(464	)	$	(187	)

-9-

(6) STOCK BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 148,Accounting for Stock Based Compensation – Transition and Disclosure – an amendment of SFAS 123, Accounting for Stock-Based Compensation, was issued by the FASB in December 2002. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation. SFAS 148 also amends the disclosure requirements of SFAS 123, to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Management adopted the disclosure provisions of this Standard in 2002 but is still assessing the recognition provisions of this Standard.

In accordance with SFAS 148, the Company provides disclosures as if the fair value-based method of measuring all outstanding employee stock options was already adopted and recognized in 2003 and 2002. The following table presents the effect on net income and on basic and diluted net income per share as if the fair value based method had been applied to all outstanding and unvested awards as September 30, 2003 and 2002.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Net Income, as reported	$	3,296		$	1,646		$	8,706		$	4,341
Deduct:
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(42	)		(42	)		(125	)		(125	)
Proforma net income	$	3,254		$	1,604		$	8,581		$	4,216
Earnings per share:
Basic - as reported	$	0.55		$	0.36		$	1.53		$	0.93
Basic - proforma		0.54			0.35			1.51			0.91
Diluted - as reported	$	0.51		$	0.34		$	1.44		$	0.88
Diluted - proforma		0.51			0.33			1.42		$	0.86

(7) DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are components of the Company’s risk management profile. The Company monitors its sensitivity to changes in interest rates and may use derivative instruments to hedge this risk. In accordance with SFAS No. 133 all derivatives are recorded in the financial statements at fair value. The Company has entered into a series of interest rate swaps to hedge certificate of deposit liabilities. The total notional value at September 30, 2003 was $200 million. These transactions are designated and qualify for fair value hedge accounting. Both the interest rate swap (included in other assets in the consolidated balance sheets) and the certificates of deposit are

-10-

recorded at fair value, with changes in fair value included in the statements of income as interest expense. No ineffectiveness was recognized during the three and nine months ended September 30, 2003 as the hedge relationship is considered to be 100% effective.

(8)SEGMENT REPORTING

The Company has two reportable segments, its mortgage banking operations and its commercial banking and other banking operations. The mortgage banking segment originates residential loans and subsequently sells them to investors. The commercial banking and other banking operations provide a broad range of lending and deposit services to individual and commercial customers, including such products as commercial and construction loans, as well as other business financing arrangements. The Company does not have other reportable operating segments.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker of the Company evaluates performance based on profit or loss from operations before income taxes.

The Company’s mortgage banking segment is a strategic business unit that offers different products and services. It is managed separately because the segment appeals to different markets and, accordingly, requires different technology and marketing strategies.

The mortgage banking segment’s most significant revenue and expense are non-interest income and non-interest expense, respectively. The Company’s segments are reported below for the periods ended September 30, 2003 and September 30, 2002.

-11-

Selected Financial Information

	Commercial and Other Operations			Mortgage Banking Operations			Total
Nine Months Ended September 30, 2003:
Net interest income after provision for loan losses	$	17,409		$	—		$	17,409
Noninterest income		2,117			23,466			25,583
Noninterest expense		(10,972	)		(19,507	)		(30,479	)
Net income before income taxes	$	8,554		$	3,959		$	12,513
Nine Months Ended September 30, 2002:
Net interest income after provision for loan losses	$	10,554		$	—		$	10,554
Noninterest income		2,478			14,565			17,043
Noninterest expense		(8,453	)		(12,986	)		(21,439	)
Net income before income taxes	$	4,579		$	1,579		$	6,158
Segment Assets
	Commercial and Other Operations			Mortgage Banking Operations			Total
September 30, 2003	$	850,078		$	1,358		$	851,436
September 30, 2002	$	645,992		$	1,369		$	647,361

(9) STOCK TRANSACTIONS

In February 2003, before the effect of the three-for-two stock split, the Company raised net proceeds of approximately $18.1 million through the sale of 918,373 shares of common stock in a public offering, at a price of $21.50 per share before underwriting discounts.

In August 2003, the Company announced a three-for-two stock split to be effected in the form of a 50% stock dividend, which was paid on September 5, 2003 to shareholders of record on August 15, 2003. The stock dividend increased the total common shares outstanding from 3,979,167 to 6,014,327.

(10) SUBSEQUENT EVENTS

In October 2003, the Board of Directors of the Company declared a $0.11 per common share dividend to shareholders of record as of October 15, 2003. The dividend was paid on October 29, 2003.

-12-

(11) PENDING MERGER WITH FULTON FINANCIAL CORPORATION

In August, the Company announced that it will merge with Fulton Financial Corporation. Fulton is a $9.3 billion Lancaster, Pennsylvania-based financial holding company which operates 199 banking offices in Pennsylvania, Maryland, Delaware and New Jersey through the following affiliates: Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD, Skylands Community Bank, Hackettstown, NJ, and Premier Bank, Doylestown, PA.

Fulton’s financial services affiliates include Fulton Financial Advisors, N.A., Lancaster, PA; Fulton Insurance Services Group, Inc. Lancaster, PA; and Dearden, Maguire, Weaver and Barrett, LLP, West Conshohocken, PA.

-13-

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

(Dollars in thousands, except per share data)

Resource Bankshares Corporation, a Virginia Corporation (the “Company”), was incorporated under the laws of the Commonwealth of Virginia on February 4, 1998, primarily to serve as a holding company for Resource Bank (the “Bank”).

In August, the Company announced that it will merge with Fulton Financial Corporation. Fulton is a $9.3 billion Lancaster, Pennsylvania-based financial holding company which operates 199 banking offices in Pennsylvania, Maryland, Delaware and New Jersey through the following affiliates: Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD, Skylands Community Bank, Hackettstown, NJ, and Premier Bank, Doylestown, PA.

Fulton’s financial services affiliates include Fulton Financial Advisors, N.A., Lancaster, PA; Fulton Insurance Services Group, Inc. Lancaster, PA; and Dearden, Maguire, Weaver and Barrett, LLP, West Conshohocken, PA.

In addition to historical information, the following discussion contains forward looking statements that are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those anticipated. These forward looking statements include, but are not limited to, the effect of increasing interest rates on the Company’s profitability and the adequacy of the Company’s allowance for future loan losses. Several factors, including the local and national economy and the demand for residential mortgage loans may adversely affect the Company’s ability to achieve the expected results. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management’s analysis only as of the date of this report.

Total assets at September 30, 2003 were $851,436, up 19.1% from $715,167 at December 31, 2002, reflecting growth in securities and loans. The Company’s investment portfolio increased by $17,815 during the first nine months of 2003, net loans increased by $104,458, while funds advanced in settlement of mortgage loans decreased by $25,431 during the same period. The principal components of the Company’s assets at the end of the period were $147,656 in securities, $50,187 in cash and cash equivalents, $85,682 in funds advanced in settlement of mortgage loans and $532,193 in net loans. The Company’s lending activities are a principal source of income.

Total liabilities at September 30, 2003 were $794,524, up from $683,000 at December 31, 2002, with the increase represented by a $121,156 (23.5%) growth in deposits, which was offset by a decrease of $10,347 (6.7%) in borrowed funds. Non-interest bearing demand deposits increased $7,150 or 29.3%, and interest bearing deposits increased by $114,006 or 23.2%. The Company’s deposits are provided by individuals and businesses located within the communities served as well as the national market.

Total stockholders’ equity at September 30, 2003 was $56,912, compared to $32,167 at December 31, 2002. This increase was primarily attributable to net proceeds of approximately $18.1 million received by the Company as a result of a public offering and sale of common stock in the first quarter of 2003. Additionally, the Company had net income of $8,706 for the nine months ended September 30, 2003 compared with net income of $4,341 for the comparable period in 2002, an increase of 100.6%. This increase is attributable to the growth in interest bearing assets, significant increases in mortgage banking income, and a significant decrease in the Company’s cost of funds.

Profitability as measured by the Company’s return on average assets (ROA) was 1.47% and .97% for the nine months ended September 30, 2003, and 2002, respectively. A key indicator of performance, the return on average equity (ROE) was 24.05% and 19.93% for the nine months ended September 30, 2003 and 2002, respectively.

-14-

Net interest income represents a principal source of earnings for the Company. The first component is the loan portfolio. Making sound loans that will increase the Company’s net interest margin is the first priority of management. The second component is gathering core deposits to match and fund the loan production. The Company also utilizes the national market to generate deposits and Federal Home Loan Bank (“FHLB”) advances to fund loan growth either for asset and liability management purposes or for a less expensive source of funds.

Net interest income on a tax equivalent basis, before provision for loan losses, increased to $17,907 for the nine months ended September 30, 2003 versus $11,818 for the same period in 2002, an increase of 51.5%. Average interest earning assets increased $177,708 from September 30, 2002 to the current period while average interest bearing liabilities increased $153,467 during the same comparative period. The yield on average interest earning assets decreased 61 basis points to 5.64% at September 30, 2003 as compared to 6.25% at September 30, 2002. The rate on interest bearing liabilities decreased 103 basis points to 2.60% at September 30, 2003 as compared to 3.63% at September 30, 2002.

-15-

Average Balances, Income and Expenses, Yields and Rates

The following table sets forth average balances or total interest earning assets and total interest bearing liabilities for the period indicated, showing the average distribution of assets, liabilities, stockholders’ equity and the related income, expense and corresponding weighted yields and costs.

	Three Months Ended September 30,														Nine Months Ended September 30,
	2003							2002							2003							2002
	Average Balance(1)			Interest		Yield/ Rate(2)		Average Balance(1)			Interest		Yield/ Rate(2)		Average Balance(1)			Interest		Yield/ Rate(2)		Average Balance(1)			Interest		Yield/ Rate(2)
Assets
Interest-earning assets:
Securities (3)	$	146,648		$	2,351	6.41	%	$	134,316		$	2,227	6.63	%	$	143,727		$	6,928	6.43	%	$	129,248		$	6,565	6.77	%
Loans (4)		517,642			6,818	5.27	%		402,638			5,930	5.89	%		484,644			19,291	5.31	%		383,847			17,020	5.91	%
Interest-earning deposits		15,226			35	0.92	%		2,676			11	1.64	%		8,645			68	1.05	%		2,972			40	1.79	%
Other interest-earning assets (5)		127,645			1,950	6.11	%		54,792			1,060	7.74	%		105,289			5,096	6.45	%		48,530			2,824	7.76	%
Total interest-earning assets		807,161			11,154	5.53	%		594,422			9,228	6.21	%		742,305			31,383	5.64	%		564,597			26,449	6.25	%
Noninterest earning assets:
Cash and due from banks		17,900							7,731							17,258							8,226
Premises and equipment		10,155							9,945							10,238							9,631
Other assets		25,119							17,193							23,777							17,092
Less: Allowance for loan losses		(5,075	)						(4,361	)						(5,092	)						(3,955	)
Total noninterest earning assets		48,099							30,508							46,181							30,994
Total assets	$	855,260						$	624,930						$	788,486						$	595,591
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits:
Demand/Money Market Accounts		71,637			242	1.35	%	$	64,088		$	315	1.97	%	$	64,384		$	700	1.45	%	$	73,078		$	1,040	1.90	%
Savings		4,137			8	0.77	%		5,013			21	1.68	%		3,991			33	1.10	%		4,799			50	1.39	%
Certificates of deposit		519,303			2,809	2.16	%		351,251			2,976	3.39	%		477,211			8,411	2.35	%		315,493			9,090	3.84	%
Total interest-bearing deposits		595,077			3,059	2.06	%		420,352			3,312	3.15	%		545,586			9,144	2.23	%		393,370			10,180	3.45	%
FHLB advances and other borrowings		135,087			1,190	3.52	%		131,170			1,253	3.82	%		128,858			3,464	3.58	%		129,728			3,608	3.71	%
Capital debt securities		16,200			287	7.09	%		13,841			267	7.72	%		16,200			868	7.14	%		14,079			843	7.98	%
Total interest-bearing liabilities		746,364			4,536	2.43	%		565,363			4,832	3.42	%		690,644			13,476	2.60	%		537,177			14,631	3.63	%
Noninterest-bearing liabilities:
Demand deposits		42,992							23,233							38,861							23,150
Other liabilities		11,532							6,338							10,713							6,217
Total noninterest-bearing liabilities		54,524							29,571							49,574							29,367
Stockholders’ equity		54,372							29,996							48,268							29,047
Total liabilities and stockholders’ equity	$	855,260						$	624,930						$	788,486						$	595,591
Interest spread (6)						3.10	%						2.79	%						3.04	%						2.61	%
Net interest income/net interest margin (7)				$	6,618	3.28	%				$	4,396	2.93	%				$	17,907	3.22	%				$	11,818	2.79	%

(1) Average balances are computed on daily balances and Management believes such balances are representative of the operations of the Company.

(2) Yield and rate percentages are all computed through the annualization of interest income and expenses versus the average balances of their respective accounts.

(3) Tax equivalent basis. The tax equivalent adjustment to net interest income was $348 thousand and $289 thousand for the nine months ended September 30, 2003 and 2002, respectively.

(4) Non-accrual loans are included in the average loan balances, and income on such loans is recognized on a cash basis.

(5) Consists of funds advanced in settlement of loans.

(6) Interest spread is the average yield earned on earning assets, less the average rate incurred on interest bearing liabilities.

(7) Net interest margin is net interest income expressed as a percentage of average earning assets.

-16-

Non-interest income increased from $17,043 for the nine months ended September 30, 2002 to $25,583 for the same period in 2003. This increase was primarily attributable to increased activity in the Company’s mortgage banking operations. For the nine months ended September 30, 2003, mortgage banking income increased by 61.1% or $8,901 to $23,466 versus the same period of 2002. Mortgage banking made a significant contribution to the Company’s results in the first nine months of 2003. Because of the uncertainty of future loan origination volume and the future level of interest rates, there can be no assurance that the Company will realize the same level of mortgage banking income in future periods. The decrease in the gain on sale of assets of $726 was due to reduced portfolio loan sales during the nine months ended September 30, 2003, compared to the same period in 2002. The gain on sale of securities decreased by $153, while all other non-interest income increased by $518.

For the nine months ended September 30, 2003, the Company’s non-interest expense totaled $30,479 or 42.2% higher than the same period in 2002. This increase was primarily attributable to increased activity in the Company’s mortgage banking operations. The largest component of non-interest expense, salaries and employee benefits, which represents 70.4% of total non-interest expense, increased 48.4% to $21,448 for the nine months ended September 30, 2003 over the same period in 2002, and was primarily attributed to the aforementioned mortgage banking activities. Occupancy expense increased by 32.4% to $1,688, depreciation and equipment maintenance increased by 21.4% to $1,863, marketing and business development increased 54.0% to $824, and all other non-interest expenses increased by 27.9% for the nine months ended September 30, 2003 over the same period in 2002.

In establishing the allowance for loan losses, management considers a number of factors, including loan asset quality, related collateral and economic conditions prevailing during the loan’s repayment. In its loan policies, management emphasizes the borrower’s ability to service the debt, the borrower’s general creditworthiness and the quality of collateral. Loans are generally placed in nonaccrual status when the collection of principal and interest is 90 days or more past due, unless the obligation is both well-secured and in the process of collection.

While the Company believes it has a sufficient loan loss allowance for its existing portfolio, there can be no assurances that an additional allowance for losses on existing loans may not be necessary in the future, particularly if the economy worsens. The allowance for loan losses as a percentage of period-end loans was .94% and 1.1% at September 30, 2003 and 2002, respectively. The provisions for loan losses were $150 and $975 for the nine months ended September 30, 2003 and 2002, respectively.

-17-

Non Performing Assets

The following table presents the Company’s nonperforming assets for the periods set forth below.

	September 30 2003			December 31 2002
	(Dollars in thousands)
Non accrual loans	$	636		$	506
Other real estate		53			—
Loans 90 days or more past due and still accruing interest		523			302
Total non performing assets	$	1,212		$	808
Total assets	$	851,436		$	715,167
Total non performing assets to total assets		0.14	%		0.11	%

-18-

Summary of Loan Loss Experience

The following table presents the Company’s loan loss experience and selected loan loss ratios for the nine months ended September 30, 2003 and 2002.

	Nine months ended September 30
	2003			2002
	(Dollars in thousands)
Balance of allowance for loan losses at beginning of year	$	5,009		$	3,697
Loans charged-off:
Commercial		(121	)		(145	)
Installment		—			—
Real Estate		—			(29	)
Credit Cards and Other Consumer		(6	)		( 1	)
Total loans charged-off		(127	)		(175	)
Recoveries of loans previously charged off:
Commercial		2			32
Installment		—			—
Real Estate		—			1
Credit Cards and Other Consumer		—			—
Total recoveries		2			33
Net loan (charge-offs) recoveries		(125	)		(142	)
Additions to allowance charged to expense		150			975
Balance at end of period	$	5,034		$	4,530
Average loans	$	484,644		$	383,847
Loans at end of period	$	537,227		$	421,246
Selected Loan Loss Ratios:
Net charge-offs (recoveries) during the period to average loans		0.03	%		0.04	%
Provision for loan losses to average loans		0.03	%		0.25	%
Provision for loan losses to net charge-offs (recoveries) during the period		120	%		687	%
Allowance for loan losses to loans at end of period		.94	%		1.08	%
Non-performing assets at end of period	$	1,212		$	901
Non-performing assets to total loans at end of period		0.23	%		0.21	%
Allowance for loan losses to non-performing assets at end of period		415	%		503	%

-19-

Interest Rate Sensitivity and Liquidity

Management evaluates interest sensitivity through the use of an asset/liability management reporting gap model on a quarterly basis and then formulates strategies regarding asset generation and pricing, funding sources and pricing, and off-balance sheet commitments in order to decrease sensitivity risk. These strategies are based on management’s outlook regarding interest rate movements, the state of the regional and national economies and other financial and business risk factors. In addition, the Company establishes prices for deposits and loans based on local and national market conditions and manages its securities portfolio under policies that take interest risk into account.

Liquidity represents the institution’s ability to meet present and future financial obligations. Liquid assets include cash, interest bearing deposits with banks, federal funds sold, investments and loans maturing within one year. The Company’s funding requirements are supplied from a range of traditional sources, including various types of demand deposits, money market accounts, certificates of deposit and short-term borrowings. Federal Home Loan Bank (“FHLB”) advances are utilized as funding sources by the Company. At September 30, 2003, there were $109,000 in FHLB advances outstanding. The Company has a warehouse line of credit collateralized by first mortgage loans amounting to $75,000 which expires April 17, 2004. The Company has no reason to believe this arrangement will not be renewed. The Bank had no outstanding warehouse advances at September 30, 2003 and 2002, respectively.

The Company had purchased no Federal Funds from correspondent institutions at September 30, 2003 and $14,665 at September 30, 2002. The Company has lines of credit with various correspondent banks totaling $50,800.

Management seeks to ensure adequate liquidity to fund loans and meet the Company’s financial requirements and opportunities. To provide liquidity for current, ongoing and unanticipated needs, the Company maintains short-term interest bearing certificates of deposits, federal funds sold, and a portfolio of debt securities. The Company also structures and monitors the flow of funds from debt securities and from maturing loans. Securities are generally purchased to provide a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount in a separate component of stockholders’ equity until realized. Securities are composed of governmental or quasi-governmental agencies, municipal bonds, preferred stocks and bonds of corporations with investment grade ratings.

The Company’s financial position at September 30, 2003 reflects liquidity and capital levels that management believes are currently adequate to fund anticipated future business expansion. Capital ratios are in excess of required regulatory minimums for a well capitalized institution. The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. The adequacy of the Company’s capital is reviewed by management on an ongoing basis. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses.

-20-

The following table presents the amounts of the Company’s interest sensitive assets and liabilities that mature or reprice in the periods indicated.

	Sept. 30,2003 Maturing or Repricing
	Within 3 months			4-12 Months			1 – 5 Years			Over 5 Years			Total
	(Dollars in thousands)
Interest-Earning Assets:
Investment securities	$	14,148		$	6,728		$	53,204		$	73,576		$	147,656
Loans		387,512			28,423			76,979			44,313			537,227
Interest bearing deposits		4,689			—			—			—			4,689
Other interest-earning assets		85,682			—			—			—			85,682
Total interest-earning assets		492,031			35,151			130,183			117,889			775,254
Interest-Bearing Liabilities:
Deposits
Demand and savings (1)		42,647			—			48,361			—			91,008
Time deposits, $100,000 and over		3,255			8,234			1,898			—			13,387
Other time deposits		281,448			155,574			64,648			—			501,670
Other interest-bearing liabilities		18,000			25,000			84,000			—			127,000
Capital debt securities		3, 000			5,000			—			8,200			16,200
Total interest-earning liabilities		348,350			193,808			198,907			8,200			749,265
Period Gap	$	143,681		$	(158,657	)	$	(68,724	)	$	109,689		$	25,989
Cumulative Gap	$	143,681		$	(14,976	)	$	(83,700	)	$	25,989
Ratio cumulative gap to total interest-earning assets		18.53	%		-1.93	%		-10.80	%		3.35	%

(1) Management has determined that interest checking, money market (except those generated by e banking) and savings accounts are not sensitive to changes in related market rates and, therefore, have been placed in the 1-5 years category.

The capital adequacy standards are based on an established minimum for Tier 1 Risk-Based Capital, Risk-Based Capital and the Tier 1 Leverage Ratio. The following table summarizes regulatory capital ratios for the Company and Resource Bank at September 30, 2003.

	Required Ratio		Resource Bankshares		Resource Bank
Tier 1 risk-based	4.00	%	12.57	%	10.92	%
Total risk-based	8.00	%	13.45	%	11.80	%
Tier 1 leverage	4.00 to 5.00	%	8.44	%	7.39	%

The Company and the Bank are in full compliance with all relevant regulatory capital requirements and are categorized by regulatory authorities as well capitalized.

-21-

The effect of changing prices on financial institutions is typically different from other industries as the Company’s assets and liabilities are monetary in nature. Interest rates are significantly impacted by inflation, but neither the timing nor the magnitude of the changes are directly related to price level indices. Impacts of inflation on interest rates, loan demand and deposits are reflected in the Company’s financial statements. Management believes that the mortgage banking operations provide somewhat of a natural interest rate hedge. The Company is in an asset sensitive position in the short term. When interest rates decline, the Company’s earnings will be negatively impacted but the mortgage operation’s volume should increase. The reverse should occur in rising interest rate markets.

Recent Accounting and Regulatory Pronouncements

In April 2003, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 149,Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS 149”), which amends and clarifies the accounting and reporting requirements for derivative instruments and hedging activities under FASB Statement No. 133,Accounting for Derivative Instruments and Hedging Activities. The requirements of this Statement are effective for contracts entered into or modified after June 30, 2003. Further, the requirements of the Statement are to be applied prospectively. The adoption of this standard is currently not expected to have a material impact on the Company’s consolidated results of operations or financial position.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“SFAS 150”), in May 2003. SFAS 150 initiates standards for how an issuer categorizes and evaluates certain financial instruments that display characteristics similar to liabilities and equity in its statement of financial position. The Statement is effective for financial instruments entered into or modified after May 31, 2003, and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. As a result, SFAS 150 will be effective for the Company’s third quarter starting July 1, 2003. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

In January 2003, the FASB issued FASB Interpretation 46,Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (“FIN 46”). FIN 46 provides a new framework for identifying variable interest entities (“VIEs”) and determining when a company should include the assets, liabilities, noncontrolling interests and results of activities of a VIE in its consolidated financial statements. FIN 46 is effective immediately for VIEs created after January 31, 2003, and is effective beginning in the third quarter of 2003 for VIEs created prior to the issuance of the interpretation. Management does not currently expect this pronouncement to have a material impact on the Company’s results of operations or financial position.

Critical Accounting Policies

The accounting principles followed by the Company and the methods of applying these principles conform with generally accepted accounting principles and to general practices within the banking industry. The most critical accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. These policies require the use of subjective and complex estimates, assumptions and judgments, which are based on information available as of the date of the financial statements, that are important to the portrayal of the Company’s financial condition and results. Accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported.

The allowance for loan losses is established and maintained at levels deemed adequate by management to cover losses inherent in the loan portfolio, based upon evaluation of the risks in the portfolio and changes in the

-22-

nature and volume of loan activity. Estimates for loan losses are determined by analyzing historical loan losses, current trends in delinquencies and charge-offs, the opinions of regulators, and changes in the size and composition of the loan portfolio. The Company also considers the impact of economic events, the outcome of which are uncertain. While management uses the best information available in establishing the allowance, future adjustments may be necessary if economic conditions differ substantially from the assumptions used in making valuations, or if required by regulators based upon information available to them at the time of their examinations. Although management believes that the allowance for loan losses is adequate and properly recorded in the financial statements, differing economic conditions or alternate methods of estimation could result in materially different amounts of loan losses.

As part of the Company’s funding strategy, derivative financial instruments are used to reduce exposure to changes in interest rates and market prices for financial instruments. All of these derivative financial instruments are interest rate swaps, which are designated as hedges for financial reporting purposes. The application of the hedge accounting policy requires judgment in the assessment of hedge effectiveness, and measurement of changes in the fair value of hedged items. Management believes that the techniques for addressing these judgmental areas are in accordance with generally accepted accounting principles and in line with industry practices in assessing hedge effectiveness. However, if in the future the derivative financial instruments in use no longer qualify for hedge accounting treatment and, consequently, the change in fair value of hedged items could not be recognized in earnings, the impact on consolidated results of operations and reported earnings could be significant. Management believes hedge effectiveness is evaluated properly in preparation of the Company’s financial statements. All of the derivative financial instruments used have active markets and indications of fair value can be readily obtained.

The estimation of fair value is significant to a number of assets, including funds advanced in settlement of mortgage loans, available for sale investment securities, and other real estate owned, as well as assets and liabilities associated with derivative financial instruments. These are all recorded at either fair value or at the lower of cost or fair value. Fair values can be volatile and may be influenced by a number of factors, including market interest rates, prepayment speeds, discount rates and market conditions, among others. Since these factors can change significantly and rapidly, fair values are difficult to predict and are subject to material changes, which could impact the Company’s financial condition.

Availability of Budgets and Related Financial Information

On an ongoing basis, the Company’s management prepares and updates one year and five year forward looking budgets and financial plans. This information is prepared by management for the purpose of assessing current business, economic and monetary conditions and the likely impact of those conditions on the Company’s future business, results of operations and financial condition. These budgets and financial plans are used by management to assist with decisions related to, among other matters, asset and liability management, capital resource allocation and loan loss projections. Upon prior request, this budgetary and financial information is available for review by any current or potential shareholder.

Any current or potential shareholder that obtains this information from the Company should be aware that the budgetary and financial data necessarily includes certain projections with respect to the potential future financial performance of the Company. The assumptions and estimates underlying the projections are inherently uncertain and, though considered reasonable by the Company, are subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Company. Accordingly, there can be no assurance that the projected results will be realized. The Company’s actual results in the future will vary from the projected results, and those variations may be material. In addition, management is not under any obligation to update its budgets and financial plans, even in the event the assumptions or estimates underlying the information are shown to be in error.

-23-

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management

The Company’s primary market risk exposure is interest rate risk. Fluctuations in interest rates will impact both the level of interest income and interest expense and the market value of the Company’s interest earning assets and interest bearing liabilities. There were no known material changes in the Company’s reported information and market risk management strategy, as stated in the Company’s 2002 annual report, during the first nine months of 2003.

Item 4. Controls and Procedures

(a) During the third quarter, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the 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 Exchange Act filings.

(b) There have been no significant changes in the Company’s internal controls or in other factors which could significantly affect its internal controls subsequent to the date the Company carried out its evaluation.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding a lawsuit filed against Resource Bank in March 2002 under the Telephone Consumer Protection Act, or TCPA, is contained in the Company’s 10-K/A for the fiscal year ended December 31, 2002. As described in the 10-K/A, the Bank filed a motion to dismiss the lawsuit on the grounds that the TCPA is unconstitutional. A hearing on the motion has been held on the matter and the matter is under submission with the court.

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

None.

Item 6. Exhibits and Reports on Form 8-K

31.1 Section 302 Certification – Chief Executive Officer

31.2 Section 302 Certification – Chief Financial Officer

32.1 Section 906 Certification – Chief Executive Officer

32.2 Section 906 Certification – Chief Financial Officer

The Company filed a Form 8-K on August 27, 2003 announcing that the Company had entered into a definitive merger agreement pursuant to which it will be acquired by Fulton Financial Corporation.

The Company filed a Form 8-K/A on August 29, 2003 to file the first amendment to the agreement and plan of merger with Fulton Financial Corporation.

-24-

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RESOURCE BANKSHARES CORPORATION

/s/ Lawrence N. Smith

Lawrence N. Smith

Chief Executive Officer

Date: November 10, 2003

/s/ Eleanor J. Whitehurst

Eleanor J. Whitehurst

Senior Vice President & Chief Financial Officer

Date: November 10, 2003

-25-