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 April 22, 2002 - -------------------------------------------------------------------------------- (Date of earliest event reported) - -------------------------------------------------------------------------------- Progress Financial Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-14815 25-2413363 - -------------------------------------------------------------------------------- (State of other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identified No.) 4 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422-0764 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (610)-825-8800 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name,former address and former fiscal year,if changed since last report) Exhibit Index appears on page 4 Item 5. Other Events On April 22, 2002 Progress Financial Corporation reported first quarter net income of $750,000 or diluted earnings of $.12 per share. For further information see the press release attached as Exhibit 99(a) and incorporated herein by reference. On April 22, 2002, Progress Financial Corporation distributed an earnings package to analysts. For further information see the attached Exhibit 99(b) and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PROGRESS FINANCIAL CORPORATION Dated: April 22, 2002 By: /s/ Michael B. High ----------------------------------- Michael B. High Chief Operating Officer and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99(a) Press Release on First Quarter 2002 earnings distributed on April 22, 2002 99(b) Analyst package distributed on April 22, 2002 Exhibit 99(a) Press Release on First Quarter 2002 Earnings Progress Financial Corporation Announces First Quarter Net Income of $750,000 or $.12 per share FOR IMMEDIATE RELEASE Contacts: April 22, 2002 Michael B. High, COO/CFO 610-941-4804 mhigh@progressbank.com Dorothy Jaworski, Director of Investor Relations 484-322-4822 djaworski@progressbank.com Progress Financial Corporation Announces First Quarter Net Income up 76% at $750,000 or $.12 per share Blue Bell, PA, April 22, 2002 - Progress Financial Corporation (the "Company" - Nasdaq: PFNC), reported first quarter 2002 net income of $750,000, or diluted earnings per share of $.12 compared to net income of $425,000, or diluted earnings per share of $.07 for the first quarter of 2001. Net income increased during the quarter by more than 76% over the first quarter 2001. Commenting on the first quarter results, W. Kirk Wycoff, President and CEO, stated, "In the first quarter we completed the sale of several portfolios which reduced our total loan levels. Despite the decline of $53 million in loan and lease receivables our net interest margin decreased only 5 basis points from the previous quarter. As we expand our community based banking strategy, we expect our net interest margins to improve from this level. The first quarter was also helped by significant increases in bank fees and the profitable results of PFR, our wealth management group." Tax-equivalent net interest income decreased $1.2 million, or 14%, as compared to the first quarter of 2001. The net interest margin for the first quarter of 2002 was 3.53% compared to 4.03% for the same period in 2001 and 3.58% for the fourth quarter of 2001. In addition to the sale of loan portfolios during the quarter, the reversal of interest income on three loans placed on non-accrual also had a negative impact on the net interest margin of 14 basis points. The provision for loan and lease losses was $1.4 million for the three months ended March 31, 2002, compared to $1.0 million for the same period in 2001. The provision was increased during the first quarter of 2002 primarily due to the higher level of charge-offs in the residual TechBanc portfolio. Non-interest income for the three months ended March 31, 2002 amounted to $4.5 million compared to $3.1 million for the same period in 2001. The quarter ended March 31, 2002 included income of $1.4 million from the sale of client warrants as compared to losses of $2.0 million from client warrants during the first quarter of 2001, due to the permanent impairment of equity securities received from warrants. There was no gain or loss on sale of securities during the first quarter of 2002 as compared to gain on sale of securities of $1.3 million for same quarter in 2001. Fee income for the quarter decreased $712,000 primarily due to the decline in private equity fund management fees from the Company's subsidiary, Progress Capital Management, Inc., as the Company exited the venture fund management business at December 31, 2001, and a reduction in consulting fees from the Company's subsidiary, KMR Management, Inc. Service charges on deposits amounted to $854,000 during the first quarter of 2002 compared to $585,000 for the comparable quarter in 2001. This 46% growth is primarily attributable to the new deposit products implemented during the quarter. Total non-interest expense was $8.9 million for the three months ended March 31, 2002 compared to $9.5 million for same period in 2001. Salaries and employee benefits decreased $589,000 mainly due to Progress Capital Management, Inc. exiting the fund management business and lower staffing levels as Progress Leasing Company ceased originating new leases. Professional services expenses decreased by $237,000 primarily due to a reduction in the business activities of KMR Management, Inc. (KMR). Other expenses increased by $208,000 mainly due to certain costs associated with the sale of warrants and an uncollectible receivable from a client of KMR. Average earning assets for the first quarter of 2002 were $809.6 million compared to $829.5 million for the same period in 2001. The decline was primarily due to lower commercial business loan volume as a result of the TechBanc sale which was partially offset with higher levels of investments in mortgage-backed securities. Tax-equivalent interest income for the first quarter of 2002 decreased $4.3 million, or 25%, over the same period in 2001 while interest expense decreased $3.1 million, or 34%, for the same period. Loans and leases outstanding totaled $477.9 million at March 31, 2002 compared to $530.5 million at December 31, 2001. This decrease was primarily due to the sale of TechBanc loans to Comerica totaling $25.6 million, which were primarily commercial business loans, as well as the ABL loan sale and payoffs of commercial business loans. The Company reported non-performing assets of $13.6 million at March 31, 2002 compared to $10.9 million at December 31, 2001. The increase in non-performing assets at March 31, 2002 is primarily the result of additional real estate owned of $2.7 million relating to one commercial real estate loan. The Company's non-performing assets to total assets ratio at March 31, 2002 was 1.55% compared to 1.28% at December 31, 2001 and .81% at March 31, 2001. The non-performing loans to assets ratio was 1.07% at March 31, 2002 compared to 1.10% at December 31, 2001 and .66% at March 31, 2001. The ratio of the allowance for loan and lease losses to total loans and leases was 1.84% at March 31, 2002 compared to 1.87% at December 31, 2001. Total deposits decreased to $618.8 million at March 31, 2002 from $629.5 million at December 31, 2001 as a result of the sale of $46.2 million in deposits to Comerica in January 2002 partially offset by $35.5 million in deposit growth during the quarter. Total assets increased to $875.0 million at March 31, 2002 from $851.4 million at December 31, 2001. During February 2002, the Company closed a private placement offering of common stock to accredited investors of 1,153,330 common shares priced at $7.50 a share, for total proceeds of $8.6 million and net proceeds of $8.3 million. The Company contributed $4.2 million of the proceeds to Progress Bank to ensure compliance with all capital levels required in the existing directive by Office of Thrift Supervision ("OTS"). At March 31, 2002, Progress Bank's Tier 1 leverage ratios and total risked-based capital ratios were 8.28% and 14.93%, respectively, which were in compliance with the directive capital requirements of 8.00% and 14.00%, respectively. In February 2002, the OTS approved the Company's revised Capital Enhancement Plan and agreed to extend the dates by which the Bank must comply with the designated ratio of classified assets to capital required by the directive. As revised, the Bank's classified assets to capital ratio must not exceed 25% on June 30, 2002 and must not exceed 20% on September 30, 2002. At March 31, 2002, the Bank's classified assets to capital ratio was approximately 35%, a decline from 37% at December 31, 2001. The Bank is actively working to resolve classified assets, however, no assurance can be given that additional time may not be needed to achieve the required ratios. Progress Financial Corporation is a unitary thrift holding company headquartered in Blue Bell, Pennsylvania. The business of the Company consists primarily of the operation of Progress Bank, which serves businesses and consumers through twenty full service offices. The Company also offers financial planning services, life insurance, and investments through Progress Financial Resources, Inc., headquartered in Philadelphia, Pa. In addition, the Company receives fees for financial and operational management consulting services for commercial clients through KMR Management, Inc. located in Willow Grove, Pa. The Company's common stock is traded on The Nasdaq Stock Market under the Symbol "PFNC". FINANCIAL DATA ATTACHED Progress Financial Corporation Consolidated Statements of Financial Condition (Dollars in Thousands) March 31, December 31, 2002 2001 --------------- -------------- Assets: Cash and due from other financial institutions: Non-interest earning $ 11,906 $ 21,250 Interest earning 12,130 11,276 Investments and mortgage-backed securities Available for sale at fair value (amortized cost: $271,705 and $212,793) 269,849 211,828 Held to maturity at amortized cost (fair value: $63,612 and $38,020) 64,874 38,173 Loans and leases, net (net of reserve: $8,775 and $9,917) 469,173 495,025 Loans held for sale -- 25,587 Premises and equipment 25,704 26,038 Other assets 21,343 22,203 -------- -------- Total assets $874,979 $851,380 ======== ======== Liabilities, Capital Securities and Shareholders' Equity Liabilities: Deposits $618,807 $629,523 Short-term borrowings 31,745 200 Other liabilities 13,498 10,430 Long-term debt: Federal Home Loan Bank advances 117,000 117,000 Other debt 11,342 20,368 Subordinated debt 3,000 3,000 -------- -------- Total liabilities 795,392 780,521 -------- ------- Corporation-obligated mandatorily redeemable capital securities of subsidiary trust holding solely junior subordinated debentures of the 20,267 20,260 Corporation Commitments and contingencies -- -- Shareholders' equity: Serial preferred - $.01 par value; 1,000,000 shares authorized but unissued -- -- Junior participating preferred stock - $.01 par value; 1,010 shares -- -- authorized but unissued Common stock - $1 par value; 12,000,000 shares authorized; 7,034,000 and 5,818,000 shares issued and outstanding, including treasury shares of 84,000 and 84,000 and unallocated shares held by the Employee Stock 7,034 5,818 Ownership Plan of 182,000 and 182,000 Other common shareholders' equity, net 53,555 45,466 Net accumulated other comprehensive loss (1,269) (685) -------- -------- Total shareholders' equity 59,320 50,599 -------- -------- Total liabilities, capital securities and shareholders' equity $874,979 $851,380 ======== ======== Progress Financial Corporation Consolidated Statements of Operations (Dollars in Thousands, except per share data) Three Months Ended March 31, 2002 2001 ---------- ------------- Interest income: Loans and leases, including fees $ 8,950 $12,675 Mortgage-backed securities 3,370 3,277 Investment securities 606 990 Other 86 356 ------- ------- Total interest income 13,012 17,298 Interest expense: Deposits 4,021 6,666 Short-term borrowings 103 647 Long-term borrowings 1,948 1,866 ------- ------- Total interest expense 6,072 9,179 Net interest income 6,940 8,119 Provision for loan and lease losses 1,439 1,047 ------- ------- Net interest income after provision for loan and lease 5,501 7,072 losses Non-interest income: Service charges on deposits 854 585 Lease financing fees 63 277 Mutual fund, annuity and insurance commissions 940 800 Loan brokerage and advisory fees 273 223 Private equity fund management fees 52 614 Gain on sale of securities -- 1,258 Gain on sale of loans and lease receivables 132 302 Gain on sale of investments in unconsolidated entities 11 -- Client warrant income (loss) 1,426 (1,959) Equity (loss) in unconsolidated entities 95 (27) Fees and other 698 985 ------- ------- Total non-interest income 4,544 3,058 ------- ------- Non-interest expense: Salaries and employee benefits 4,401 4,990 Occupancy 586 613 Data processing 257 215 Furniture, fixtures and equipment 546 546 Professional services 578 815 Capital securities expense 572 561 Other 1,988 1,780 ------- ------- Total non-interest expense 8,928 9,520 ------- ------- Income before income taxes 1,117 610 Income tax expense 367 185 ------- ------- Net income $750 $425 ======= ======= Basic earnings per common share $.12 $.07 ==== ==== Diluted earnings per common share $.12 $.07 ==== ==== Dividends per common share $.00 $.06 ==== ==== Basic average common shares outstanding 6,206,177 5,684,940 ========= ========= Diluted average common shares outstanding 6,342,450 5,829,134 ========= ========= Progress Financial Corporation Supplemental Data Three Months Ended March 31, 2002 2001 ---------------------------- Profitability Measures: Return on average assets 0.35% 0.20% Return on average equity 5.33 3.31 Net interest spread (FTE) (1) 3.05 3.24 Net interest margin (FTE) (1) 3.53 4.03 Efficiency ratio 72.61 66.70 Diluted net income per common share $ .12 $ .07 Selected Loan Data: Non-performing assets $13,585 $7,358 Ratio of non-performing assets to total assets 1.55% .81% Ratio of allowance for loan and lease losses to total loans and leases receivable 1.84 1.39 Ratio of allowance for loan and lease losses to non-performing loans and leases receivable 93.93 128.42 Loan delinquency ratio 1.87 2.39 Ratio of loans and leases to deposits 77.24 93.50 Selected Equity Data: Book value per share $8.76 $9.22 Tangible book value per share 8.49 8.76 Dividends per common share .00 .06 Average equity to average assets 6.64% 5.89% Tier 1 risk-based capital ratio (Bank) 13.67 10.61 Total risk-based capital ratio (Bank) 14.93 11.86 Tier 1 leverage ratio (Bank) 8.28 6.95 Selected Average Balances: Loans, gross $506,091 $546,195 Earning assets 809,647 829,546 Total assets 859,032 883,552 Deposits 614,417 610,972 Equity 57,034 52,027 (1) FTE represents a fully tax equivalent basis. Progress Financial Corporation Supplemental Balances Period-End Balances At : March 31, 2002 December 31, 2001 % Change ---------------------------------------------------------------- Loans and Leases, Net: Commercial business (2) $101,462 $146,844 (30.9%) Commercial real estate (2) 189,937 197,394 (3.8) Construction, net of loans in process 84,339 77,380 9.0 Single family residential real estate 24,981 26,518 (5.8) Consumer 45,009 44,821 .4 Leases receivable 32,220 37,572 (14.2) ---------------------------------------------------------------- Total loans and leases 477,948 530,529 (9.9) Allowance for loan and lease losses (8,775) (9,917) (11.5) ---------------------------------------------------------------- Loans and leases, net $469,173 $520,612 (9.9%) ================================================================ Deposits: Non-interest bearing demand deposits $ 72,567 $ 84,783 (14.4)% NOW and SuperNow 120,131 120,665 (.4) Money Market 71,264 45,779 55.7 Passbook and Statement Savings 32,009 30,191 6.0 Time deposits 322,836 348,105 (7.3) ---------------------------------------------------------------- Total deposits $618,807 $629,523 (1.7%) ================================================================ 2) Includes loans held for sale at December 31, 2001: commercial business loans of $23,298 and commercial real estate loans of $2,289. ### Exhibit 99(b) Analyst Package Distributed January 23, 2002 Three months ended March 31, ----------------------------------- Percent 2002 2001 change ----------------------------------- Per Common Share Data - --------------------- Net income: Basic $0.12 $0.07 71.43% Diluted $0.12 $0.07 71.43% Cash dividends declared $0.00 $0.06 -100.00% Book value $8.76 $9.22 -4.99% Tangible book value $8.49 $8.76 -3.08% Average shares outstanding: Basic 6,206,177 5,684,940 9.17% Diluted 6,342,450 5,829,134 8.81% Financial Ratios - ---------------- Return on average shareholders' equity 5.33% 3.31% 61.03% Return on average total assets 0.35% 0.20% 75.00% Average yield on earning assets 6.57% 8.51% -22.80% Average rate on interest bearing liabilities 3.52% 5.27% -33.21% Net interest spread 3.05% 3.24% -5.86% Net interest margin (FTE) 3.53% 4.03% -12.41% Efficiency ratio 72.61% 66.70% 8.86% Risk-based capital - Tier 1 13.67% 10.61% 28.84% - Total capital 14.93% 11.86% 25.89% Tier 1 leverage ratio 8.28% 6.95% 19.14% Average shareholders' equity/average total assets 6.64% 5.89% 12.73% Asset Quality (dollars in thousands) - ------------------------------------ Allowance for loan losses $ 8,775 $ 7,708 13.84% Allowance for loan losses/Loans 1.84% 1.39% 32.37% Net charge-offs (recoveries) $ 2,581 $ 746 245.98% Net charge-offs/Average loans (annualized) 2.07% 0.55% 276.36% Nonperforming assets $ 13,585 $ 7,358 84.63% Nonperforming assets/Total loans plus OREO 2.87% 1.34% 114.18% Nonperforming assets/Total assets 1.55% 0.81% 91.36% Allowance for loan losses/Nonperforming loans 93.93% 128.42% -26.86% Average Balances (in thousands) - ------------------------------- Loans and leases (gross of reserves) $ 506,091 $ 546,195 -7.34% Earning assets 809,647 829,546 -2.40% Total assets 859,032 883,552 -2.78% Deposits 614,417 610,972 0.56% Interest bearing liabilities 700,327 706,405 -0.86% Shareholders' equity 57,034 52,027 9.62% Period End Balances (in thousands) Loans and leases (gross of reserves) $ 477,948 $ 556,457 -14.11% Total assets 874,979 904,907 -3.31% Deposits 618,807 595,172 3.97% Total liabilities 795,392 832,605 -4.47% Shareholders' equity 59,320 52,063 13.94% Three months ended March 31, ------------------------------ Percent 2002 2001 change ------------------------------ TAX EQUIVALENT INCOME STATEMENT - ------------------------------- ($ in thousands, except per share data) Net interest income(FTE) $ 7,051 $ 8,235 -14% FTE adjustment (111) (116) 4% ----------------- ---- Net interest income 6,940 8,119 -15% Provision for losses on loans 1,439 1,047 37% Non-Interest Income: Service charges on deposits 854 585 46% Lease financing fees 63 277 -77% Mutual fund, annuity and insurance commissions 940 800 18% Loan brokerage and advisory fees 273 223 22% Private equity fund management fees 52 614 -92% Gain(loss) on securities - 1,258 -100% Client warrant income (loss) 1,426 (1,959) 173% Equity (loss) in unconsolidated entities 95 (27) 452% Fees and other income 841 1,287 -35% ----------------- ---- Total non-interest income 4,544 3,058 49% Non-Interest Expenses: Salaries and employee benefits 4,401 4,990 -12% Occupancy 586 613 -4% Data processing 257 215 20% Furniture, fixtures and equipment 546 546 - Loan and real estate owned expenses, net 295 284 4% Professional services 578 815 -29% Capital securities expense 572 561 2% Other 1,693 1,496 13% ----------------- ---- Total non-interest expenses 8,928 9,520 -6% ----------------- ---- Income from continuing operations before income tax 1,117 610 83% Provision for income tax expense 367 185 98% ----------------- ---- Income from Continuing Operations 750 425 76% Gain on sale of discontinued operations, net of tax - - - Income from discontinued operations, net of tax - - - ----------------- ---- Income before extraordinary loss 750 425 76% Extraordinary loss on extinguishment of debt, net of tax - - - Net income $ 750 $ 425 76% ==================== ========= QUARTERLY INCOME STATEMENT (Unaudited) ($ in thousands, except per share) First 2002 Quarter - --------------------------------------------------------------------- FTE interest income $13,123 Interest expense 6,072 ------- FTE net interest income 7,051 Less: FTE adjustment (111) ------- Net Interest Income 6,940 Provision for Losses on Loans 1,439 Non-Interest Income: - ------------------- Service charges on deposits 854 Lease financing fees 63 Mutual fund, annuity and insurance commissions 940 Loan brokerage and advisory fees 273 Private equity fund management fees 52 Gain(loss) on securities - Client warrant income (loss) 1,426 Equity (loss) in unconsolidated entities 95 Fees and other income 841 ------- Total non-interest income 4,544 Non-Interest Expenses: - --------------------- Salaries and employee benefits 4,401 Occupancy 586 Data processing 257 Furniture, fixtures and equipment 546 Loan and real estate owned expenses, net 295 Professional services 578 Capital securities expense 572 Other 1,693 ------- Total non-interest expenses 8,928 Income from Continuing Operations Before Income Taxes 1,117 Provision for income tax expense 367 ------- Income from Continuing Operations 750 Gain on sale of discontinued operations, net of tax - Income from discontinued operations, net of tax - ------- Net Income $750 ======= Other Data: - ---------- EPS - Basic income from continuing operations $0.12 EPS - Diluted income from continuing operations $0.12 EPS - Basic $0.12 EPS - Diluted $0.12 ROA 0.35% ROE 5.33% Net interest margin (FTE) 3.53% Dividends declared on common stock $0.00 FTE employees 277 FTE employees -- Continued Operations 277 QUARTERLY INCOME STATEMENT (Unaudited) ($ in thousands, except per share) Fourth Third Second First Year- 2001 Quarter Quarter Quarter Quarter to-date ---- ----------------------------------------------- ----------- FTE interest income $ 14,565 $ 16,445 $ 17,024 $ 17,414 $ 65,448 Interest expense 7,046 8,235 8,912 9,179 33,372 -------- -------- -------------------- -------- FTE net interest income 7,519 8,210 8,112 8,235 32,076 Less: FTE adjustment (114) (115) (118) (116) (463) -------- -------- -------------------- -------- Net Interest Income 7,405 8,095 7,994 8,119 31,613 Provision for Losses on Loans 972 1,543 3,554 1,047 7,116 Non-Interest Income: Service charges on deposits 768 640 623 585 2,616 Lease financing fees 1 231 242 277 751 Mutual fund, annuity and insurance commissions 1,000 313 981 800 3,094 Loan brokerage and advisory fees 573 158 365 223 1,319 Private equity fund management fees 614 614 615 614 2,457 Gain(loss) on securities 509 1,073 (21) 1,258 2,819 Client warrant income 9 1 1 (1,959) (1,948) Equity (loss) in unconsolidated entities 184 (240) (551) (27) (634) Fees and other income 1,858 1,462 1,030 1,287 5,637 -------- -------- -------------------- -------- Total non-interest income 5,516 4,252 3,285 3,058 16,111 Non-Interest Expenses: Salaries and employee benefits 4,961 4,225 4,983 4,990 19,159 Occupancy 648 647 633 613 2,541 Data processing 280 230 276 215 1,001 Furniture, fixtures and equipment 588 528 572 546 2,234 Loan and real estate owned expenses, net 402 557 151 284 1,394 Professional services 989 943 915 815 3,662 Capital securities expense 572 573 572 561 2,278 Other 2,370 1,705 1,723 1,496 7,294 -------- -------- -------------------- -------- Total non-interest expenses 10,810 9,408 9,825 9,520 39,563 Income from Continuing Operations Before Income Taxes 1,139 1,396 (2,100) 610 1,045 Provision for income tax expense 385 463 (731) 185 302 -------- -------- -------------------- -------- Income from Continuing Operations 754 933 (1,369) 425 743 Gain on sale of discontinued operations, net of tax - - - - - Income from discontinued operations, net of tax - - - - - -------- ------- -------------------- -------- Income before extraordinary loss 754 933 (1,369) 425 743 Extraordinary loss on extinguishment of debt, net of tax (199) - - - (199) -------- ------- -------------------- -------- Net Income $ 555 $ 933 $ (1,369) $ 425 $ 544 ======== ======= ==================== ======== Other Data: - ---------- EPS - Basic income from continuing operations $0.13 $0.17 ($0.24) $0.07 $0.13 EPS - Diluted income from continuing operations $0.13 $0.17 ($0.24) $0.07 $0.13 EPS - Basic $0.10 $0.17 ($0.24) $0.07 $0.10 EPS - Diluted $0.10 $0.17 ($0.24) $0.07 $0.10 ROA 0.25% 0.41% -0.61% 0.20% 0.06% ROE 4.12% 7.25% -10.57% 3.31% 1.04% Net interest margin (FTE) 3.58% 3.78% 3.79% 4.03% 3.79% Dividends declared on common stock $0.00 $0.00 $0.06 $0.06 $0.12 FTE employees 306 302 318 298 306 FTE employees--Continued Operations 306 302 318 298 306 ASSET QUALITY (Unaudited) 2002 2001 ------- ------------------------------------------------------ ($ in thousands) First Year- Fourth Third Second First Allowance for Loan Losses Quarter to-date Quarter Quarter Quarter Quarter ------- ------- ------- ------- ------- ------- Balance at beginning of period $ 9,917 $ 7,407 $ 10,560 $ 10,309 $ 7,708 $ 7,407 Provision 1,439 7,116 972 1,543 3,554 1,047 Charge-offs 2,721 5,299 2,124 1,344 1,049 782 Recoveries (140) (693) (509) (52) (96) (36) ------- ------- -------- -------- ------- ------- Net loan charge-offs 2,581 4,606 1,615 1,292 953 746 ------- ------- -------- -------- ------- ------- Balance at end of period $ 8,775 $ 9,917 $ 9,917 $ 10,560 $10,309 $ 7,708 ======= ======= ======== ======== ======= ======= Allowance as percentage of loans 1.84% 1.87% 1.87% 1.92% 1.82% 1.39% Net charge-offs/average loans 0.51% 0.83% 0.30% 0.23% 0.17% 0.14% Allowance as percentage of non-performing loans 93.93% 106.28% 106.28% 221.15% 203.21% 128.42% Non-performing assets - --------------------- Non-accrual loans and leases $ 9,342 $ 9,331 $ 9,331 $ 4,775 $ 5,073 $ 6,002 Other real estate owned 4,243 1,533 1,533 1,498 3,340 1,356 ------- ------- -------- -------- ------- ------- Total non-performing assets $13,585 $10,864 $ 10,864 $ 6,273 $ 8,413 $ 7,358 ======= ======= ======== ======== ======= ======= Non-performing assets to: Loans and leases plus OREO 2.87% 2.08% 2.08% 1.16% 1.50% 1.34% Total assets 1.55% 1.28% 1.28% 0.72% 0.92% 0.81% Loans past due 90 days $3,244 $1,125 $1,125 $2,540 $2,473 $2,971 Total under-performing assets $16,829 $11,989 $11,989 $8,813 $10,886 $10,329 AVERAGE BALANCE SHEET DATA (Unaudited) 2002 2001 ------- ---------------------------------------------------------------- ($ in thousands) First Fourth Third Second First Year- Average balances Quarter Quarter Quarter Quarter Quarter to-date - ---------------- -------- -------- -------- -------- -------- -------- Cash and due from banks (Interest-earning) $ 22,496 $ 27,686 $ 26,971 $ 21,353 $ 26,385 $ 25,606 Trading securities - - - - - - Loans,net of unearned discounts: Commercial business 123,173 158,298 182,187 186,230 177,260 175,959 Commercial mortgage 193,250 200,495 195,209 185,864 179,400 190,313 Residential real estate 25,688 28,123 30,887 32,436 33,870 31,312 Construction loans 83,831 76,503 68,694 70,094 64,141 69,889 Consumer 44,437 45,008 41,612 38,742 37,401 40,714 Lease financing 35,712 38,660 43,962 45,513 54,123 45,518 -------- -------- -------- -------- -------- -------- Total loans 506,091 547,087 562,551 558,879 546,195 553,705 Investment securities(available for sale) 5,967 5,608 4,719 5,873 23,269 10,798 Investment securities(held to maturity) 38,224 37,970 37,675 37,381 38,261 37,821 Mortgage-backed securities 236,869 214,914 230,158 235,432 195,436 218,012 -------- -------- -------- -------- -------- -------- Earning assets 809,647 833,265 862,074 858,918 829,546 845,942 Cash and due from banks(non-interest bearing) 15,563 16,788 16,663 16,206 16,612 16,568 Other non-earning assets 33,822 33,485 30,158 32,054 37,394 33,317 -------- -------- -------- -------- -------- -------- Total assets $859,032 $883,538 $908,895 $907,178 $883,552 $895,827 ======== ======== ======== ======== ======== ======== Demand $ 73,734 $ 81,334 $ 77,796 $ 69,629 $ 80,637 $ 77,352 Interest bearing: NOW and Supernow accounts 119,129 118,912 116,900 113,218 104,396 113,406 Money Market Accounts 61,776 45,471 40,946 37,282 45,848 42,382 Passbook and Stmt Savings 30,956 30,036 29,086 28,614 27,804 28,892 Time deposits 328,822 370,709 373,851 362,414 352,287 364,891 -------- -------- -------- -------- -------- -------- Total interest bearing deposits 540,683 565,128 560,783 541,528 530,335 549,571 Federal Home Loan Bank borrowings 120,333 126,891 127,000 126,999 121,366 125,584 Other borrowings 39,311 27,803 62,632 81,071 54,704 56,495 -------- -------- -------- -------- -------- -------- Interest bearing liabilities 700,327 719,822 750,415 749,598 706,405 731,650 Non-interest bearing liabilities 7,674 8,645 9,352 15,747 24,248 14,440 Capital securities 20,263 20,254 20,250 20,241 20,235 20,245 Total shareholders' equity 57,034 53,483 51,082 51,963 52,027 52,140 -------- -------- -------- -------- -------- -------- Total Liabilities and Shareholders' Equity $859,032 $883,538 $908,895 $907,178 $883,552 $895,827 ======== ======== ======== ======== ======== ======== AVERAGE BALANCE SHEET DATA - continued (Unaudited) 2002 2001 -------- ---------------------------------------------------------------- First Fourth Third Second First Year- Average yields and rates Quarter Quarter Quarter Quarter Quarter to-date - ------------------------ -------- ---------------------------------------------------------------- Interest - earning assets Interest-earning deposits 1.55% 2.03% 3.28% 4.21% 5.47% 3.69% Investment securities 6.47% 6.55% 6.90% 6.84% 7.17% 6.75% Mortgage-backed securities 5.77% 5.86% 6.29% 6.53% 6.80% 6.39% Single family residential loans 7.44% 7.42% 7.89% 8.36% 9.78% 8.41% Commercial real estate loans 7.48% 8.15% 8.39% 8.60% 8.95% 8.51% Construction loans 6.47% 7.08% 8.43% 9.20% 10.38% 8.69% Commercial business loans 6.55% 6.81% 8.18% 8.61% 9.54% 8.32% Lease financing 10.27% 10.66% 10.06% 10.73% 10.33% 10.44% Consumer loans 6.38% 6.71% 7.31% 7.67% 7.86% 7.35% ------- ------- ------ ------ ------ ------ Total interest - earning assets 6.57% 6.93% 7.57% 7.95% 8.51% 7.74% ------- ------- ------ ------ ------ ------ Interest - bearing liabilities Interest - bearing deposits NOW and SuperNOW 1.40% 1.68% 2.27% 2.81% 3.41% 2.51% Money Market 1.91% 1.88% 2.48% 2.63% 3.50% 2.62% Passbook and Statement Savings 1.02% 1.14% 1.47% 1.60% 1.71% 1.47% Time deposits 4.00% 4.36% 4.97% 5.52% 6.07% 5.21% ------- ------- ------ ------ ------ ------ Total interest - bearing deposits 3.02% 3.43% 4.04% 4.54% 5.10% 4.26% FHLB borrowings 5.43% 5.50% 5.59% 5.49% 5.65% 5.60% Other borrowings 4.24% 5.37% 4.68% 4.95% 5.93% 5.20% ------- ------- ------ ------ ------ ------ Total interest - bearing liabilities 3.52% 3.88% 4.35% 4.77% 5.27% 4.56% ------- ------- ------ ------ ------ ------ Interest Rate Spread 3.05% 3.05% 3.22% 3.18% 3.24% 3.18% Net Interest Margin 3.53% 3.58% 3.78% 3.79% 4.03% 3.79% Avg Int-earning assets to int-bearing liabilities 115.61% 115.76% 114.88% 114.58% 117.43% 115.62% PERIOD END BALANCE SHEET DATA (Unaudited) 2002 2001 ------- ------------------------------------------------------ First Fourth Third Second First ($ in thousands) Quarter Quarter Quarter Quarter Quarter ------- ------------------------------------------------------ Assets - ------ Cash and due from bank(interest bearing) $ 12,130 $ 11,276 $ 15,545 $ 11,342 $ 16,548 Loans and lease(net) 469,173 520,612 538,741 555,981 548,749 Investment securities: Held-to-maturity: Book 39,570 38,173 37,869 37,570 37,278 Market 38,660 38,020 38,077 37,330 37,350 Available-for-sale 5,941 6,682 5,217 5,965 5,826 Mortgage-backed securities: Held-to-maturity: Book 25,304 - - - - Market 24,952 - - - - Available-for-sale 263,908 205,146 191,714 239,829 241,431 -------- -------- -------- -------- -------- Earning assets 816,026 781,889 789,086 850,687 849,832 Cash and due from bank(non-interest bearing) 11,906 21,250 30,126 16,631 14,009 Other non-earning assets 47,047 48,241 56,587 47,052 41,066 Net assets of discontinued operations - - - - - -------- -------- -------- -------- -------- Total assets $874,979 $851,380 $875,799 $914,370 $904,907 ======== ======== ======== ======== ======== Liabilities and shareholders' equity - ------------------------------------ Deposits: Demand $ 72,567 $ 84,783 $ 79,318 $ 76,588 $ 67,105 Interest bearing 546,240 544,740 550,417 556,283 528,067 -------- -------- -------- -------- -------- Total deposits 618,807 629,523 629,735 632,871 595,172 Federal Home Loan Bank borrowings 117,000 117,000 127,000 127,000 127,000 Other borrowings 46,087 23,568 34,147 72,549 89,738 -------- -------- -------- -------- -------- Interest bearing liabilities 781,894 770,091 790,882 832,420 811,910 Other Liabilities 13,498 10,430 12,157 12,073 20,695 Total liabilities 795,392 780,521 803,039 844,493 832,605 Capital Securities 20,267 20,260 20,253 20,246 20,239 Total shareholders' equity 59,320 50,599 52,507 49,631 52,063 -------- -------- -------- -------- -------- Total Liabilities, cap sec, and equity $874,979 $851,380 $875,799 $914,370 $904,907 ======== ======== ======== ======== ======== Other selected balances Intangible assets -- Goodwill 1,865 1,974 2,478 2,541 2,605 Amount included in shareholders' equity for net unrealized gains on investments available-for-sale (1,269) (685) 1,848 48 130 Capital Data (Unaudited) 2002 2001 ------- ---------------------------------------------------------------- First Fourth Third Second First Year- Quarter Quarter Quarter Quarter Quarter to-date ------- --------- --------- ------- ------- -------- Per common share Shares outstanding: Average-basic 6,206,177 5,545,478 5,584,133 5,584,582 5,684,940 5,599,358 Average-diluted 6,342,450 5,642,897 5,680,014 5,715,918 5,829,134 5,717,568 Period-end 6,768,458 5,551,535 5,584,361 5,563,378 5,648,895 5,551,535 Book value $8.76 $9.11 $9.40 $8.92 $9.22 $9.11 Tangible Book Value $8.49 $8.76 $8.96 $8.46 $8.76 $8.76 Price: High 9.65 7.60 7.94 8.40 9.63 9.63 Low 7.44 5.90 5.60 6.88 7.06 5.60 Close 8.94 7.50 6.40 7.95 7.38 7.50 Capital ratios ($ in thousands) Risk-based capital: Tier 1 capital $71,957 $66,395 $65,343 $61,449 $61,935 $66,395 % risk adjusted assets 13.67% 11.60% 11.34% 10.32% 10.61% 11.60% Total capital $78,562 $73,582 $72,583 $68,929 $69,236 $73,582 % risk adjusted assets 14.93% 12.85% 12.59% 11.57% 11.86% 12.85% Tier 1 leverage ratio 8.28% 7.90% 7.58% 6.83% 6.95% 7.90% Average shareholders' equity to total average assets 6.64% 6.05% 5.62% 5.73% 5.89% 5.82%