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 July 18, 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 July 18, 2002 Progress Financial Corporation reported second quarter net income of $907,000 or diluted earnings of $.13 per share. For further information see the press release attached as Exhibit 99(a) and incorporated herein by reference. On July 18, 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: July 18, 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 Second Quarter 2002 earnings distributed on July 18, 2002. 99(b) Analyst package distributed on July 18, 2002. Exhibit 99(a) Press Release on Second Quarter 2002 Earnings FOR IMMEDIATE RELEASE Contacts: July 18, 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 Increased Earnings Second Quarter Net Income of $907,000 or $.13 Pper Sshare Blue Bell, PA, July 18, 2002 - Progress Financial Corporation (the "Company" - Nasdaq: PFNC), reported second quarter 2002 net income of $907,000, or diluted earnings per share of $.13 compared to a net loss of $1.4 million, or a $.24 loss per diluted share for the second quarter of 2001. Net income for the six months ended June 30, 2002 was $1.7 million, or diluted earnings per share of $.25 compared to a $944,000 loss, or a $.17 loss per diluted share for the six months ended June 30, 2001. Commenting on the second quarter results, W. Kirk Wycoff, President and CEO, stated, "Our continued deposit growth in a difficult low interest rate environment combined with lower loan loss provision expense for the quarter shows that the operating earnings of Progress are positioned for improvement. Our new retail offices opened in the past two years are all doing well and we are optimistic about new locations in 2003." Tax-equivalent net interest income for the quarter ended June 30, 2002 increased $543,000, or 8%,as compared to the first quarter of 2002 and decreased $518,000, or 6%, as compared to the second quarter of 2001. The net interest margin for the second quarter of 2002 was 3.62% compared to 3.53% for the first quarter of 2002 and 3.79% for the second quarter of 2001. Tax-equivalent net interest income for the six months ended June 30, 2002 decreased $1.7 million, or 10%, as compared to the same period in 2001. The net interest margin for the six months ended June 30, 2002 was 3.58% compared to 3.90% for the same period in 2001. The provision for loan and lease losses was $1.0 million for the quarter ended June 30, 2002 compared to $3.6 million for the same period in 2001. The provision for loan and lease losses was $2.4 million for the six months ended June 30, 2002 compared to $4.6 million for the same period in 2001. The higher provision during 2001 reflected the reserve additions to address credit and economic concerns which have been reduced as a result of the sale of TechBanc loans to Comerica in January 2002. Non-interest income for the quarter ended June 30, 2002 was $3.2 million compared to $3.3 million for the same period in 2001. The quarter ended June 30, 2002 included a gain on sale of securities of $352,000 compared to a loss on sale of securities of $21,000 for the same quarter in 2001. Fee income for the quarter decreased $1.1 million 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, a reduction in consulting fees from the Company's subsidiary, KMR Management, Inc. and a decrease in mutual fund, annuity and insurance commissions from the Company's subsidiary, Progress Financial Resources, Inc. Service charges on deposits amounted to $978,000 during the second quarter of 2002 compared to $623,000 for the comparable quarter in 2001. This 57% growth is primarily attributable to new deposit products implemented during the first quarter of 2002. Equity in unconsolidated entities was $6,000 for the quarter ended June 30, 2002 compared to a loss in unconsolidated entities of $551,000 during the second quarter primarily relating to a loss on its investment in a venture capital fund. Non-interest income for the six months ended June 30, 2002 was $7.8 million as compared to $6.3 million for the same period in 2001. The six months ended June 30, 2002 included income of $1.5 million from the sale of client warrants as compared to losses of $2.0 million from client warrants for the comparable period in 2001, due to the permanent impairment of equity securities received from warrants. Gain on sale of securities for the six months ended June 30, 2002 was $352,000 as compared to gain on sale of securities of $1.2 million for same period in 2001. Fee income for the six months decreased $1.8 million 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 for the six months increased $624,000 primarily attributable to the new deposit products implemented during the first quarter of 2002. Total non-interest expense was $8.3 million for the quarter ended June 30, 2002 compared to $9.8 million for the second quarter of 2001. Total non-interest expense was $17.3 million for the six months ended June 30, 2002 compared to $19.3 million for same period in 2001. Salaries and employee benefits decreased by $1.1 million and $1.7 million for the three and six months ended June 30, 2002 from the comparable periods in 2001, respectively, mainly due to the Company exiting the fund management business, lower staffing levels at Progress Leasing Company and lower commission expense for Progress Financial Resources, Inc. Professional services expenses decreased during the three and six months ended June 30, 2002 from the comparable periods in 2001 primarily due to a reduction in the business activities of KMR Management, Inc. in 2002 and legal expenses related to loans to pre-profit companies during 2001. Average earning assets for the second quarter of 2002 were $841.9 million compared to $858.9 million for the second quarter of 2001 and $825.8 million for the six months ended June 30, 2002 compared to $844.3 million for the same period in 2001. The decline in earning assets during the three and six months ended June 30, 2002 from the comparable periods in 2001 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 second quarter of 2002 decreased $3.4 million, or 20%, over the same period in 2001 while interest expense decreased $2.9 million, or 33%, for the same period. Tax-equivalent interest income for the six months ended June 30, 2002 decreased $7.7 million, or 22%, over the same period in 2001 while interest expense decreased $6.0 million, or 33%, for the same period. Loans and leases outstanding totaled $481.5 million at June 30, 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 during January 2002, which were primarily commercial business loans, as well the ABL loan sale and payoffs of commercial business loans during the first quarter of 2002. The Company reported non-performing assets of $13.2 million at June 30, 2002 compared to $10.9 million at December 31, 2001. The increase in non-performing assets was primarily the result of additional real estate owned of $2.7 million acquired during the first quarter of 2002 related to one commercial real estate loan. The Company's non-performing assets to total assets ratio at June 30, 2002 was 1.46% compared to 1.28% at December 31, 2001. The non-performing loans to assets ratio was .97% at June 30, 2002 compared to 1.10% at December 31, 2001. The ratio of the allowance for loan and lease losses to total loans and leases was 1.67% at June 30, 2002 compared to 1.87% at December 31, 2001. Total deposits increased to $631.6 million at June 30, 2002 from $629.5 million at December 31, 2001 as a result of $48.3 million in deposit growth during the six months of 2002 which was partially offset by the sale of $46.2 million in deposits to Comerica in January 2002. Total assets increased to $904.0 million at June 30, 2002 from $851.4 million at December 31, 2001. At June 30, 2002, Progress Bank's Tier 1 leverage ratios and total risked-based capital ratios were 8.23% and 15.22%, respectively, which were in compliance with the capital requirements in the existing directive by the Office of Thrift Supervision ("OTS") of 8.00% and 14.00%, respectively. In June 2002, the OTS 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 September 30, 2002 and must not exceed 20% on March 31, 2003. At June 30, 2002, the Bank's classified assets to capital ratio was approximately 32%, a decline from 35% at March 31, 2002 and 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) June 30, December 31, 2002 2001 --------------- -------------- Assets: Cash and due from other financial institutions: Non-interest earning $ 17,030 $ 21,250 Interest earning 5,603 11,276 Investments and mortgage-backed securities Available for sale at fair value (amortized cost: $268,468 and $212,793) 271,018 211,828 Held to maturity at amortized cost (fair value: $89,794 and $38,020) 88,782 38,173 Loans and leases, net (net of reserve: $8,024 and $9,917) 473,435 495,025 Loans held for sale -- 25,587 Premises and equipment 28,567 26,038 Other assets 19,567 22,203 -------- -------- Total assets $904,002 $851,380 ======== ======== Liabilities, Capital Securities and Shareholders' Equity Liabilities: Deposits $631,622 $629,523 Short-term borrowings 50,698 200 Other liabilities 13,178 10,430 Long-term debt: Federal Home Loan Bank advances 120,500 117,000 Other debt 1,314 20,368 Subordinated debt 3,000 3,000 -------- -------- Total liabilities 820,312 780,521 -------- -------- Corporation-obligated mandatorily redeemable capital securities of subsidiary trust holding solely junior subordinated debentures of the 20,274 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; 7,043,000 and 5,818,000 shares issued and outstanding, including treasury shares of 64,000 and 84,000 and unallocated shares held by the Employee Stock 7,043 5,818 Ownership Plan of 179,000 and 182,000 Other common shareholders' equity, net 54,730 45,466 Net accumulated other comprehensive income (loss) 1,643 (685) -------- -------- Total shareholders' equity 63,416 50,599 -------- -------- Total liabilities, capital securities and shareholders' equity $904,002 $851,380 ======== ======== Progress Financial Corporation Consolidated Statements of Operations (Dollars in Thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 ---------------------------------------------------- Interest income: Loans and leases, including fees $ 8,525 $12,208 $17,475 $24,883 Mortgage-backed securities 4,285 3,835 7,655 7,112 Investment securities 628 639 1,234 1,629 Other 36 224 122 580 ------- ------- ------- ------- Total interest income 13,474 16,906 26,486 34,204 Interest expense: Deposits 3,840 6,134 7,861 12,800 Short-term borrowings 308 696 411 1,343 Long-term borrowings 1,860 2,082 3,808 3,948 ------- ------- ------- ------- Total interest expense 6,008 8,912 12,080 18,091 Net interest income 7,466 7,994 14,406 16,113 Provision for loan and lease losses 1,000 3,554 2,439 4,601 ------- ------- ------- ------- Net interest income after provision for loan and 6,466 4,440 11,967 11,512 lease losses Non-interest income: Service charges on deposits 978 623 1,832 1,208 Lease financing fees 63 242 126 519 Mutual fund, annuity and insurance commissions 678 981 1,618 1,781 Loan brokerage and advisory fees 302 365 575 588 Private equity fund management fees 65 615 117 1,229 Gain (loss) on sale of securities 352 (21) 352 1,237 Gain (loss) on sale of loans and lease receivables 215 (4) 347 298 Gain on sale of investments in unconsolidated entities -- -- 11 -- Client warrant income (loss) 35 1 1,461 (1,958) Equity (loss) in unconsolidated entities 6 (551) 101 (578) Fees and other 522 1,034 1,220 2,019 ------- ------- ------- ------- Total non-interest income 3,216 3,285 7,760 6,343 ------- ------- ------- ------- Non-interest expense: Salaries and employee benefits 3,904 4,983 8,305 9,973 Occupancy 661 633 1,247 1,246 Data processing 230 276 487 491 Furniture, fixtures and equipment 509 572 1,055 1,118 Professional services 641 915 1,219 1,730 Capital securities expense 573 572 1,145 1,133 Other 1,822 1,874 3,810 3,654 ------- ------- ------- ------- Total non-interest expense 8,340 9,825 17,268 19,345 ------- ------- ------- ------- Income (loss) before income taxes 1,342 (2,100) 2,459 (1,490) Income tax expense (benefit) 435 (731) 802 (546) ------- ------- ------- ------- Net income (loss) $907 $(1,369) $ 1,657 $ (944) ======= ======= ======= ======= Basic earnings (loss) per common share $.13 $(.24) $.25 $(.17) ==== ====== ==== ====== Diluted earnings (loss) per common share $.13 $(.24) $.25 $(.17) ==== ====== ==== ====== Dividends per common share $.00 $.06 $.00 $.12 ==== ===== ==== ===== Basic average common shares outstanding 6,795,122 5,584,582 6,502,277 5,634,483 ========= ========= ========= ========= Diluted average common shares outstanding 6,962,428 5,715,918 6,656,226 5,773,018 ========= ========= ========= ========= Progress Financial Corporation Supplemental Data (Dollars in Thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 -------------------------------------------------------- Profitability Measures: Return on average assets 0.41% (0.61)% 0.38% (0.21)% Return on average equity 5.90 (10.57) 5.63 (3.66) Net interest spread (FTE) (1) 3.16 3.18 3.11 3.22 Net interest margin (FTE) (1) 3.62 3.79 3.58 3.90 Efficiency ratio 71.26 77.79 71.96 71.94 Diluted net income (loss) per common share $ .13 $ (.24) $ .25 $ (.17) Selected Loan Data: Non-performing assets $13,233 $ 8,413 $13,233 $8,413 Ratio of non-performing assets to total assets 1.46% .92% 1.46% .92% Ratio of allowance for loan and lease losses to total loans and leases receivable 1.67 1.82 1.67 1.82 Ratio of allowance for loan and lease losses to non-performing loans and leases receivable 91.83 203.21 91.83 203.21 Loan delinquency ratio 1.19 1.37 1.19 1.37 Ratio of loans and leases to deposits 76.23 89.48 76.23 89.48 Selected Equity Data: Book value per share $9.33 $8.92 $9.33 $8.92 Tangible book value per share 9.07 8.46 9.07 8.46 Dividends per common share .00 .06 .00 .12 Average equity to average assets 6.91% 5.73% 6.78% 5.81% Tier 1 risk-based capital ratio (Bank) 13.97 10.32 13.97 10.32 Total risk-based capital ratio (Bank) 15.22 11.57 15.22 11.57 Tier 1 leverage ratio (Bank) 8.23 6.83 8.23 6.83 Selected Average Balances: Loans, gross $482,449 $558,879 $494,205 $552,572 Earning assets 841,859 858,918 825,842 844,313 Total assets 892,158 907,178 875,687 895,431 Deposits 624,579 611,157 619,526 611,064 Equity 61,649 51,963 59,355 51,995 (1) FTE represents a fully tax equivalent basis. Progress Financial Corporation Supplemental Balances (Dollars in Thousands) Period-End Balances At : June 30, 2002 December 31, 2001 % Change ---------------------------------------------------------------- Loans and Leases, Net: Commercial business (2) $ 91,675 $146,844 (37.6%) Commercial real estate (2) 196,688 197,394 (.4) Construction, net of loans in process 90,126 77,380 16.5 Single family residential real estate 29,215 26,518 10.2 Consumer 46,997 44,821 4.9 Leases receivable 26,758 37,572 (28.8) ---------------------------------------------------------------- Total loans and leases 481,459 530,529 (9.2) Allowance for loan and lease losses (8,024) (9,917) (19.1) ---------------------------------------------------------------- Loans and leases, net $473,435 $520,612 (9.1%) ================================================================ Deposits: Non-interest bearing demand deposits $ 83,538 $ 84,783 (1.5)% NOW and SuperNow 113,141 120,665 (6.2) Money Market 79,013 45,779 72.6 Passbook and Statement Savings 32,520 30,191 7.7 Time deposits 323,410 348,105 (7.1) ---------------------------------------------------------------- Total deposits $631,622 $629,523 .3% ================================================================ (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 July 18, 2002 Three months ended Six months ended ----------------------------------------------------------------------- June 30, June 30, ----------------------------------------------------------------------- Percent Percent 2002 2001 change 2002 2001 change ---------- --------- ---------- --------- -------- ---------- Per Common Share Data - --------------------- Net income: Basic $ 0.13 $ (0.24) -154.17% $ 0.25 $ (0.17) -247.06% Diluted $ 0.13 $ (0.24) -154.17% $ 0.25 $ (0.17) -247.06% Cash dividends declared $ - $ 0.06 -100.00% $ - $ 0.12 -100.00% Book value $ 9.33 $ 8.92 4.60% $ 9.33 $ 8.92 4.60% Tangible book value $ 9.07 $ 8.46 7.21% $ 9.07 $ 8.46 7.21% Average shares outstanding: Basic 6,795,122 5,584,582 21.68% 6,502,277 5,634,483 15.40% Diluted 6,962,428 5,715,918 21.81% 6,656,226 5,773,018 15.30% Financial Ratios - ---------------- Return on average shareholders' equity 5.90% -10.57% -155.82% 5.63% -3.66% -253.83% Return on average total assets 0.41% -0.61% -167.21% 0.38% -0.21% -280.95% Average yield on earning assets 6.48% 7.95% -18.49% 6.53% 8.23% -20.66% Average rate on interest bearing liabilities 3.32% 4.77% -30.40% 3.42% 5.01% -31.74% Net interest spread 3.16% 3.18% -0.63% 3.11% 3.22% -3.42% Net interest margin (FTE) 3.62% 3.79% -4.49% 3.58% 3.90% -8.21% Efficiency ratio 71.26% 77.79% -8.39% 71.96% 71.94% 0.03% Risk-based capital - Tier 1 13.97% 10.32% 35.37% 13.97% 10.32% 35.37% - Total capital 15.22% 11.57% 31.55% 15.22% 11.57% 31.55% Tier 1 leverage ratio 8.23% 6.83% 20.50% 8.23% 6.83% 20.50% Average shareholders' equity/average total assets 6.91% 5.73% 20.59% 6.78% 5.81% 16.70% Asset Quality (dollars in thousands) - ------------------------------------ Allowance for loan losses $ 8,024 $ 10,309 -22.17% $ 8,024 $10,309 -22.17% Allowance for loan losses/Loans 1.67% 1.82% -8.24% 1.67% 1.82% -8.24% Net charge-offs (recoveries) $ 1,751 $ 953 83.74% $ 4,332 $1,699 154.97% Net charge-offs/Average loans (annualized) 1.46% 0.68% 114.71% 1.77% 0.62% 185.09% Nonperforming assets $ 13,233 $ 8,413 57.29% $13,233 $ 8,413 57.29% Nonperforming assets/Total loans plus OREO 2.77% 1.50% 84.67% 2.77% 1.50% 84.67% Nonperforming assets/Total assets 1.46% 0.92% 58.70% 1.46% 0.92% 58.70% Allowance for loan losses/Nonperforming loans 91.83% 203.21% -54.81% 91.83% 203.21% -54.81% Average Balances (in thousands) - ------------------------------- Loans and leases (gross of reserves) $482,449 $ 558,879 -13.68% $494,205 $ 552,572 -10.56% Earning assets 841,859 858,918 -1.99% 825,842 844,313 -2.19% Total assets 892,158 907,178 -1.66% 875,687 895,461 -2.21% Deposits 624,579 611,157 2.20% 619,526 611,064 1.38% Interest bearing liabilities 725,705 749,598 -3.19% 713,086 728,119 -2.06% Shareholders' equity 61,649 51,963 18.64% 59,355 51,995 14.16% Period End Balances (in thousands) - ---------------------------------- Loans and leases (gross of reserves) $ 481,459 $ 566,290 -14.98% $ 481,459 $ 566,290 -14.98% Total assets 904,002 914,370 -1.13% 904,002 914,370 -1.13% Deposits 631,622 632,871 -0.20% 631,622 632,871 -0.20% Total liabilities 820,312 844,493 -2.86% 820,312 844,493 -2.86% Shareholders' equity 63,416 49,631 27.77% 63,416 49,631 27.77% Three months ended Three months ended Six months ended June 30, March 31, June 31, --------------------------- -------------------------- ----------------------- Percent Percent Percent 2002 2001 change 2002 2001 change 2002 2001 change -------- ------- -------- ------- -------- ---------- ------ ------- -------- TAX EQUIVALENT INCOME STATEMENT - ------------------------------- ($ in thousands, except per share data) Net interest income(FTE) $ 7,594 $ 8,112 -6% $ 7,051 $ 8,235 -14% $14,645 $16,347 -10% FTE adjustment (128) (118) -8% (111) (116) 4% (239) (234) -2% ---------------- ---- ---------------- ---- ------------------ ---- Net interest income 7,466 7,994 -7% 6,940 8,119 -15% 14,406 16,113 -11% Provision for losses on loans 1,000 3,554 -72% 1,439 1,047 37% 2,439 4,601 -47% Non-Interest Income: Service charges on deposits 978 623 57% 854 585 46% 1,832 1,208 52% Lease financing fees 63 242 -74% 63 277 -77% 126 519 -76% Mutual fund, annuity and insurance commissions 678 981 -31% 940 800 18% 1,618 1,781 -9% Loan brokerage and advisory fees 302 365 -17% 273 223 22% 575 588 -2% Private equity fund management fees 65 615 -89% 52 614 -92% 117 1,229 -90% Gain(loss) on securities 352 (21) 1776% - 1,258 -100% 352 1,237 -72% Client warrant income (loss) 35 1 3400% 1,426 (1,959) 173% 1,461 (1,958) 175% Equity (loss) in unconsolidated entities 6 (551) 101% 95 (27) 452% 101 (578) 117% Fees and other income 737 1,030 -28% 841 1,287 -35% 1,578 2,317 -32% ---------------- ---- ---------------- ---- ------------------ ---- Total non-interest income 3,216 3,285 -2% 4,544 3,058 49% 7,760 6,343 22% Non-Interest Expenses: Salaries and employee benefits 3,904 4,983 -22% 4,401 4,990 -12% 8,305 9,973 -17% Occupancy 661 633 4% 586 613 -4% 1,247 1,246 0% Data processing 230 276 -17% 257 215 20% 487 491 -1% Furniture, fixtures and equipment 509 572 -11% 546 546 - 1,055 1,118 -6% Loan and real estate owned expenses, net 243 151 61% 295 284 4% 538 435 24% Professional services 641 915 -30% 578 815 -29% 1,219 1,730 -30% Capital securites expense 573 572 0% 572 561 2% 1,145 1,133 1% Other 1,579 1,723 -8% 1,693 1,496 13% 3,272 3,219 2% ---------------- ---- ---------------- ---- ------------------ ---- Total non-interest expenses 8,340 9,825 -15% 8,928 9,520 -6% 17,268 19,345 -11% ---------------- ---- ---------------- ---- ------------------ ---- Income before income taxes 1,342 (2,100) 164% 1,117 610 83% 2,459 (1,490) 265% Provision for income tax expense 435 (731) 160% 367 185 98% 802 (546) 247% ---------------- ---- ---------------- ---- ------------------ ---- Net income $ 907 $ (1,369) 166% $ 750 $ 425 76% $ 1,657 $ (944) 276% ================ ==== ================ ==== ================== ==== QUARTERLY INCOME STATEMENT (Unaudited) ($ in thousands, except per share) Second First Year- 2002 Quarter Quarter to-date - ------------------------------------------------------------- ----------- ------------- ---------- FTE interest income $13,602 $13,123 $26,725 Interest expense 6,008 6,072 12,080 ----------- ------------- ---------- FTE net interest income 7,594 7,051 14,645 Less: FTE adjustment (128) (111) (239) ----------- ------------- ---------- Net Interest Income 7,466 6,940 14,406 Provision for Losses on Loans 1,000 1,439 2,439 Non-Interest Income: - -------------------- Service charges on deposits 978 854 1,832 Lease financing fees 63 63 126 Mutual fund, annuity and insurance commissions 678 940 1,618 Loan brokerage and advisory fees 302 273 575 Private equity fund management fees 65 52 117 Gain(loss) on securities 352 - 352 Client warrant income (loss) 35 1,426 1,461 Equity (loss) in unconsolidated entities 6 95 101 Fees and other income 737 841 1,578 ----------- ------------- ---------- Total non-interest income 3,216 4,544 7,760 Non-Interest Expenses: - ---------------------- Salaries and employee benefits 3,904 4,401 8,305 Occupancy 661 586 1,247 Data processing 230 257 487 Furniture, fixtures and equipment 509 546 1,055 Loan and real estate owned expenses, net 243 295 538 Professional services 641 578 1,219 Capital securites expense 573 572 1,145 Other 1,579 1,693 3,272 ----------- ------------- ---------- Total non-interest expenses 8,340 8,928 17,268 Income Before Income Taxes 1,342 1,117 2,459 Provision for income tax expense 435 367 802 ----------- ------------- ---------- Net Income $ 907 $ 750 $ 1,657 =========== ============= ========== Other Data: EPS - Basic $0.13 $0.12 $0.25 EPS - Diluted $0.13 $0.12 $0.25 ROA 0.41% 0.35% 0.38% ROE 5.90% 5.33% 5.63% Net interest margin (FTE) 3.62% 3.53% 3.58% Dividends declared on common stock $0.00 $0.00 $0.00 FTE employees 282 277 282 QUARTERLY INCOME STATEMENT (Unaudited) ($ 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 Loss on extinguishment of debt* (301) - - - (301) 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 5,215 4,252 3,285 3,058 15,810 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 Before Income Taxes 838 1,396 (2,100) 610 744 Provision for income tax expense (benefit)* 283 463 (731) 185 200 ------------ ------------ -------------------------- ------------ Net Income $ 555 $ 933 $ (1,369) $ 425 $ 544 ============ ============ ========================== ============ Other Data: - ----------- 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 $0.12 FTE employees 306 302 318 298 306 *Restated for FAS 145 ASSET QUALITY (Unaudited) 2002 2001 -------------------------------------- ------------------------------------------------------- ($ in thousands) Year- Second First Year- Fourth Third Second First Allowance for Loan Losses to-date Quarter Quarter to-date Quarter Quarter Quarter Quarter - ------------------------- ---------------------- --------- --------- --------- --------- --------- -------- Balance at beginning of period $ 9,917 $ 8,775 $ 9,917 $ 7,407 $ 10,560 $ 10,309 $ 7,708 $ 7,407 Provision 2,439 1,000 1,439 7,116 972 1,543 3,554 1,047 Charge-offs 4,538 1,817 2,721 5,299 2,124 1,344 1,049 782 -------- ------- ------- ------- -------- -------- ------- ------- Recoveries (206) (66) (140) (693) (509) (52) (96) (36) -------- ------- ------- ------- -------- -------- ------- ------- Net loan charge-offs 4,332 1,751 2,581 4,606 1,615 1,292 953 746 -------- ------- ------- ------- -------- -------- ------- ------- Balance at end of period $ 8,024 $ 8,024 $ 8,775 $ 9,917 $ 9,917 $ 10,560 $ 10,309 $ 7,708 ======== ======= ======= ======= ======== ======== ======== ======= Allowance as percentage of loans 1.67% 1.67% 1.84% 1.87% 1.87% 1.92% 1.82% 1.39% Net charge-offs/average loans 0.88% 0.36% 0.51% 0.83% 0.30% 0.23% 0.17% 0.14% Allowance as percentage of non-performing loans 91.83% 91.83% 93.93% 106.28% 106.28% 221.15% 203.21% 128.42% Non-performing assets Non-accrual loans and leases $ 8,738 $ 8,738 $ 9,342 $ 9,331 $ 9,331 $ 4,775 $ 5,073 $ 6,002 Other real estate owned 4,495 4,495 4,243 1,533 1,533 1,498 3,340 1,356 -------- ------- ------- ------- -------- -------- ------- ------- Total non-performing assets $ 13,233 $ 13,233 $ 13,585 $ 10,864 $ 10,864 $ 6,273 $ 8,413 $ 7,358 ======== ======= ======= ======= ======== ======== ======== ======= Non-performing assets to: Loans and leases plus OREO 2.77% 2.77% 2.87% 2.08% 2.08% 1.16% 1.50% 1.34% Total assets 1.46% 1.46% 1.55% 1.28% 1.28% 0.72% 0.92% 0.81% Loans past due 90 days $1,766 $1,766 $3,244 $1,125 $1,125 $2,540 $2,473 $2,971 Total under-performing assets $14,999 $14,999 $16,829 $11,989 $11,989 $8,813 $10,886 $10,329 AVERAGE BALANCE SHEET DATA (Unaudited) 2002 2001 --------------------------------- --------------------------------------------------- ($ in thousands) Second First Year- Fourth Third Second First Year- Average balances Quarter Quarter to-date Quarter Quarter Quarter Quarter to-date - ---------------- --------- --------- --------- --------- --------- --------- --------- --------- Cash and due from banks (Interest-earning) $ 9,022 $ 22,496 $ 15,722 $ 27,686 $ 26,971 $ 21,353 $ 26,385 $ 25,606 Loans,net of unearned discounts: Commercial business 96,440 123,173 109,732 158,298 182,187 186,230 177,260 175,959 Commercial mortgage 196,331 193,250 194,799 200,495 195,209 185,864 179,400 190,313 Residential real estate 27,929 25,688 26,815 28,123 30,887 32,436 33,870 31,312 Construction loans 86,253 83,831 85,049 76,503 68,694 70,094 64,141 69,889 Consumer 45,416 44,437 44,929 45,008 41,612 38,742 37,401 40,714 Lease financing 30,080 35,712 32,881 38,660 43,962 45,513 54,123 45,518 -------- -------- -------- -------- -------- -------- -------- -------- Total loans 482,449 506,091 494,205 547,087 562,551 558,879 546,195 553,705 Investment securities(available for sale) 6,465 5,967 6,217 5,608 4,719 5,873 23,269 10,798 Investment securities(held to maturity) 40,977 38,224 39,608 37,970 37,675 37,381 38,261 37,821 Mortgage-backed securities 302,946 236,869 270,090 214,914 230,158 235,432 195,436 218,012 -------- -------- -------- -------- -------- -------- -------- -------- Earning assets 841,859 809,647 825,842 833,265 862,074 858,918 829,546 845,942 Cash and due from banks (non-interest bearing) 14,445 15,563 15,001 16,788 16,663 16,206 16,612 16,568 Other non-earning assets 35,854 33,822 34,844 33,485 30,158 32,054 37,394 33,317 -------- -------- -------- -------- -------- -------- -------- -------- Total assets $892,158 $859,032 $875,687 $883,538 $908,895 $907,178 $883,552 $895,827 ======== ======== ======== ======== ======== ======== ======== ======== Deposits: Demand $ 77,860 $ 73,734 $ 75,808 $ 81,334 $ 77,796 $ 69,629 $ 80,637 $ 77,352 Interest bearing: NOW and Supernow accounts 116,734 119,129 117,925 118,912 116,900 113,218 104,396 113,406 Money Market Accounts 75,009 61,776 68,429 45,471 40,946 37,282 45,848 42,382 Passbook and Stmt Savings 33,081 30,956 32,024 30,036 29,086 28,614 27,804 28,892 Time deposits 321,895 328,822 325,340 370,709 373,851 362,414 352,287 364,891 -------- -------- -------- -------- -------- -------- -------- -------- Total interest bearing deposits 546,719 540,683 543,718 565,128 560,783 541,528 530,335 549,571 Federal Home Loan Bank borrowings 117,609 120,333 118,963 126,891 127,000 126,999 121,366 125,584 Other borrowings 61,377 39,311 50,405 27,803 62,632 81,071 54,704 56,495 -------- -------- -------- -------- -------- -------- -------- -------- Interest bearing liabilities 725,705 700,327 713,086 719,822 750,415 749,598 706,405 731,650 Non-interest bearing liabilities 6,675 7,674 7,172 8,645 9,352 15,747 24,248 14,440 Capital securities 20,269 20,263 20,266 20,254 20,250 20,241 20,235 20,245 Total shareholders' equity 61,649 57,034 59,355 53,483 51,082 51,963 52,027 52,140 -------- -------- -------- -------- -------- -------- -------- -------- Total Liabilities and Shareholders'Equity $892,158 $859,032 $875,687 $883,538 $908,895 $907,178 $883,552 $895,827 ======== ======== ======== ======== ======== ======== ======== ======== AVERAGE BALANCE SHEET DATA - continued (Unaudited) 2002 2001 ----------------------------------- ---------------------------------------------------- Second First Year- Fourth Third Second First Year- Average yields and rates Quarter Quarter to-date Quarter Quarter Quarter Quarter to-date - ------------------------ --------- --------- --------- --------- --------- --------- -------- --------- Interest - earning assets Interest-earning deposits 1.60% 1.55% 1.56% 2.03% 3.28% 4.21% 5.47% 3.69% Investment securities 6.29% 6.47% 6.38% 6.55% 6.90% 6.84% 7.17% 6.75% Mortgage-backed securities 5.67% 5.77% 5.72% 5.86% 6.29% 6.53% 6.80% 6.39% Single family residential loans 7.07% 7.44% 7.24% 7.42% 7.89% 8.36% 9.78% 8.41% Commercial real estate loans 7.85% 7.48% 7.67% 8.15% 8.39% 8.60% 8.95% 8.51% Construction loans 6.44% 6.47% 6.45% 7.08% 8.43% 9.20% 10.38% 8.69% Commercial business loans 5.50% 6.55% 6.09% 6.81% 8.18% 8.61% 9.54% 8.32% Lease financing 10.21% 10.27% 10.24% 10.66% 10.06% 10.73% 10.33% 10.44% Consumer loans 6.44% 6.38% 6.41% 6.71% 7.31% 7.67% 7.86% 7.35% ------ ------ ------ ------ ------ ------ ------ ------ Total interest - earning assets 6.48% 6.57% 6.53% 6.93% 7.57% 7.95% 8.51% 7.74% ------ ------ ------ ------ ------ ------ ------ ------ Interest - bearing liabilities Interest - bearing deposits NOW and SuperNOW 1.20% 1.40% 1.30% 1.68% 2.27% 2.81% 3.41% 2.51% Money Market 2.11% 1.91% 2.02% 1.88% 2.48% 2.63% 3.50% 2.62% Passbook and Statement Savings 0.99% 1.02% 1.01% 1.14% 1.47% 1.60% 1.71% 1.47% Time deposits 3.76% 4.00% 3.88% 4.36% 4.97% 5.52% 6.07% 5.21% ------ ------ ------ ------ ------ ------ ------ ------ Total interest - bearing deposits 2.82% 3.02% 2.92% 3.43% 4.04% 4.54% 5.10% 4.26% FHLB borrowings 5.52% 5.43% 5.48% 5.50% 5.59% 5.49% 5.65% 5.60% Other borrowings 3.39% 4.24% 3.72% 5.37% 4.68% 4.95% 5.93% 5.20% ------ ------ ------ ------ ------ ------ ------ ------ Total interest - bearing liabilities 3.32% 3.52% 3.42% 3.88% 4.35% 4.77% 5.27% 4.56% ------ ------ ------ ------ ------ ------ ------ ------ Interest Rate Spread 3.16% 3.05% 3.11% 3.05% 3.22% 3.18% 3.24% 3.18% Net Interest Margin 3.62% 3.53% 3.58% 3.58% 3.78% 3.79% 4.03% 3.79% Avg Int-earning assets to int-bearing liabilities 116.01% 115.61% 115.81% 115.76% 114.88% 114.58% 117.43% 115.62% PERIOD END BALANCE SHEET DATA (Unaudited) 2002 2001 ------------------------------ ---------------------------------------------------- Second First Fourth Third Second First ($ in thousands) Quarter Quarter Quarter Quarter Quarter Quarter ------------------------------ --------------------------------------------------- Assets Cash and due from bank(interest bearing) $ 5,603 $ 12,130 $ 11,276 $ 15,545 $ 11,342 $ 16,548 Loans and lease(net) 473,435 469,173 520,612 538,741 555,981 548,749 Investment securities: Held-to-maturity: Book 43,912 39,570 38,173 37,869 37,570 37,278 Market 44,532 38,660 38,020 38,077 37,330 37,350 Available-for-sale 5,962 5,941 6,682 5,217 5,965 5,826 Mortgage-backed securities: Held-to-maturity: Book 44,870 25,304 - - - - Market 45,262 24,952 - - - - Available-for-sale 265,056 263,908 205,146 191,714 239,829 241,431 -------- -------- -------- -------- -------- -------- Earning assets 838,838 816,026 781,889 789,086 850,687 849,832 Cash and due from bank(non-interest bearing) 17,030 11,906 21,250 30,126 16,631 14,009 Other non-earning assets 48,134 47,047 48,241 56,587 47,052 41,066 -------- -------- -------- -------- -------- -------- Total assets $904,002 $874,979 $851,380 $875,799 $914,370 $904,907 ======== ======== ======== ======== ======== ======== Liabilities and shareholders' equity Deposits: Demand $ 83,538 $ 72,567 $ 84,783 $ 79,318 $ 76,588 $ 67,105 Interest bearing 548,084 546,240 544,740 550,417 556,283 528,067 -------- -------- -------- -------- -------- -------- Total deposits 631,622 618,807 629,523 629,735 632,871 595,172 Federal Home Loan Bank borrowings 120,500 117,000 117,000 127,000 127,000 127,000 Other borrowings 55,012 46,087 23,568 34,147 72,549 89,738 -------- -------- -------- -------- -------- -------- Interest bearing liabilities 807,134 781,894 770,091 790,882 832,420 811,910 Other Liabilities 13,178 13,498 10,430 12,157 12,073 20,695 -------- -------- -------- -------- -------- -------- Total liabilities 820,312 795,392 780,521 803,039 844,493 832,605 Capital Securities 20,274 20,267 20,260 20,253 20,246 20,239 Total shareholders' equity 63,325 59,320 50,599 52,507 49,631 52,063 -------- -------- -------- -------- -------- -------- Total Liabilities, cap sec, and equity $904,002 $874,979 $851,380 $875,799 $914,370 $904,907 ======== ======== ======== ======== ======== ======== Other selected balances Intangible assets -- Goodwill 1,757 1,865 1,974 2,478 2,541 2,605 Amount included in shareholders' equity for net unrealized gains on investments available-for-sale 1,643 (1,269) (685) 1,848 48 130 Capital Data (Unaudited) 2002 2001 ----------------------------------- ----------------------------------------------------------- Second First Year- Fourth Third Second First Year- Quarter Quarter to-date Quarter Quarter Quarter Quarter to-date ----------- --------- ---------- ---------------------------------------------------------- Per common share Shares outstanding: Average-basic 6,795,122 6,206,177 6,502,277 5,545,478 5,584,133 5,584,582 5,684,940 5,599,358 Average-diluted 6,962,428 6,342,450 6,656,226 5,642,897 5,680,014 5,715,918 5,829,134 5,717,568 Period-end 6,800,380 6,768,458 6,800,380 5,551,535 5,584,361 5,563,378 5,648,895 5,551,535 Book value $9.33 $8.76 $9.33 $9.11 $9.40 $8.92 $9.22 $9.11 Tangible Book Value $9.07 $8.49 $9.07 $8.76 $8.96 $8.46 $8.76 $8.76 Price: High 10.40 9.65 10.40 7.60 7.94 8.40 9.63 9.63 Low 8.61 7.44 7.44 5.90 5.60 6.88 7.06 5.60 Close 9.74 8.94 9.74 7.50 6.40 7.95 7.38 7.50 Capital ratios ($ in thousands) Risk-based capital: Tier 1 capital $73,567 $71,957 $73,567 $66,395 $65,343 $61,449 $61,935 $66,395 % risk adjusted assets 13.97% 13.58% 13.97% 11.60% 11.34% 10.32% 10.61% 11.60% Total capital $80,167 $78,606 $80,167 $73,582 $72,583 $68,929 $69,236 $73,582 % risk adjusted assets 15.22% 14.84% 15.22% 12.85% 12.59% 11.57% 11.86% 12.85% Tier 1 leverage ratio 8.23% 8.30% 8.23% 7.90% 7.58% 6.83% 6.95% 7.90% Average shareholders' equity to total average assets 6.91% 6.64% 6.78% 6.05% 5.62% 5.73% 5.89% 5.82%