1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ FORM 10-Q Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 For Quarter Ended Commission File Number September 30, 1995 0-16421 PROVIDENT BANKSHARES CORPORATION ______________________________________________________ (Exact Name of Registrant as Specified in its Charter) Maryland 52-1518642 _______________________________ ______________________ (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 114 East Lexington Street; Baltimore, Maryland 21202 ____________________________________________________ (Address of Principal Executive Offices) (410) 281-7000 ____________________________________________________ (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 Securities Exchange Act of 1934 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, par value $1.00 per share, 7,893,428 shares outstanding at November 10, 1995. 2 PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS _________________ PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Financial Condition-- September 30, 1995 and 1994 and December 31, 1994 3 Consolidated Statement of Income-- Three and Nine Months Ended September 30, 1995 and 1994 4 Consolidated Statement of Cash Flows-- Nine Months Ended September 30, 1995 and 1994 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION 14 Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES 15 Exhibit Index 16 2 3 PART I. FINANCIAL INFORMATION CONSOLIDATED STATEMENT OF CONDITION Provident Bankshares Corporation and Subsidiaries SEPTEMBER 30 December 31 September 30 (dollars in thousands) 1995 1994 1994 ________________________________________________________________________________ ASSETS Cash and Due From Banks $ 50,124 $ 43,632 $ 39,154 Short-Term Investments 3,523 3,742 - Mortgage Loans Held for Sale 87,995 45,546 45,032 Securities Available for Sale 356,695 419,483 368,040 Investment Securities (Market Value $434,869, $428,680 and $212,551 at September 30, 1995, December 31, 1994 and September 30, 1994, respectively) 424,738 441,791 218,681 Investment Securities Sold Not Delivered -- -- 15,215 Loans: Consumer 725,639 484,360 487,663 Commercial Business 184,128 178,668 164,066 Real Estate-Construction 63,887 57,256 66,085 Real Estate-Mortgage 552,627 552,018 544,263 ________________________________________________________________________________ Total Loans 1,526,281 1,272,302 1,262,077 Less: Allowance for Loan Losses 21,100 20,893 20,847 ________________________________________________________________________________ Net Loans 1,505,181 1,251,409 1,241,230 ________________________________________________________________________________ Premises and Equipment, Net 31,034 29,579 29,059 Accrued Interest Receivable 15,981 14,601 12,350 Other Assets 23,745 33,979 36,659 ________________________________________________________________________________ TOTAL ASSETS $ 2,499,016 $2,283,762 $ 2,005,420 ================================================================================ LIABILITIES Deposits: Noninterest-Bearing $ 121,256 $ 105,195 $ 97,835 Interest-Bearing 1,416,354 1,343,382 1,232,969 ________________________________________________________________________________ TOTAL DEPOSITS 1,537,610 1,448,577 1,330,804 ________________________________________________________________________________ Short-Term Borrowings 501,785 479,250 320,146 Investment Securities Purchased Not Received - - 30,093 Long-Term Debt 262,917 187,200 170,000 Other Liabilities 25,563 18,413 18,502 ________________________________________________________________________________ TOTAL LIABILITIES 2,327,875 2,133,440 1,869,545 ________________________________________________________________________________ STOCKHOLDERS' EQUITY Common Stock (Par Value $1.00) Authorized 30,000,000 Shares, Issued 8,112,480, 7,513,907 and 6,858,243 Shares at September 30,1995, December 31, 1994 and September 30,1994, respectively 8,112 7,514 6,858 Capital Surplus 78,721 66,220 52,677 Retained Earnings 89,138 87,577 84,842 Net Unrealized Loss on Debt Securities (2,340) (8,499) (6,012) Treasury Stock at Cost -- 228,066 Shares at September 30, 1995, December 31, 1994 and September 30, 1994 (2,490) (2,490) (2,490) ________________________________________________________________________________ TOTAL STOCKHOLDERS' EQUITY 171,141 150,322 135,875 ________________________________________________________________________________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,499,016 $ 2,283,762 $ 2,005,420 ________________________________________________________________________________ 3 4 CONSOLIDATED STATEMENT OF INCOME Provident Bankshares Corporation and Subsidiaries Three Months Ended Nine Months Ended September 30 September 30 ________________________________________________________________________________ (in thousands, except per share data) 1995 1994 1995 1994 ________________________________________________________________________________ INTEREST INCOME Interest and Fees on Loans $ 30,992 $ 25,292 $ 86,013 $ 72,230 Interest on Securities 14,358 8,111 44,381 22,692 Tax-Advantaged Interest 383 299 1,270 596 Interest on Short-Term Investments 69 -- 192 18 ________________________________________________________________________________ TOTAL INTEREST INCOME 45,802 33,702 131,856 95,536 ________________________________________________________________________________ INTEREST EXPENSE Interest on Deposits 14,346 10,247 41,171 30,413 Interest on Short-Term Borrowings 7,307 2,870 20,483 7,003 Interest on Long-Term Debt 3,408 2,001 9,221 4,947 ________________________________________________________________________________ TOTAL INTEREST EXPENSE 25,061 15,118 70,875 42,363 ________________________________________________________________________________ NET INTEREST INCOME 20,741 18,584 60,981 53,173 Less: Provision for Loan Losses 300 -- 545 -- ________________________________________________________________________________ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 20,441 18,584 60,436 53,173 ________________________________________________________________________________ NON-INTEREST INCOME Service Charges on Deposit Accounts 3,508 2,174 8,858 5,782 Mortgage Banking Activities 2,075 4,227 5,515 11,134 Commissions and Fees 455 762 1,622 2,289 Net Securities Gains (Losses) 19 (891) (2,757) 17 Other Non-Interest Income 1,642 482 6,963 1,295 ________________________________________________________________________________ TOTAL NON-INTEREST INCOME 7,699 6,754 20,201 20,517 ________________________________________________________________________________ NON-INTEREST EXPENSE Salaries and Employee Benefits 11,017 10,760 31,792 33,320 Occupancy Expense, Net 2,033 1,929 5,752 5,442 Furniture and Equipment Expense 1,346 1,137 3,924 3,335 External Processing Fees 1,910 1,709 5,360 4,615 Other Non-Interest Expense 4,194 4,347 14,237 12,719 ________________________________________________________________________________ TOTAL NON-INTEREST EXPENSE 20,500 19,882 61,065 59,431 ________________________________________________________________________________ INCOME BEFORE TAXES 7,640 5,456 19,572 14,259 Income Tax Expense 2,830 2,046 6,647 5,339 ________________________________________________________________________________ NET INCOME $ 4,810 $ 3,410 $ 12,925 $ 8,920 ================================================================================ PRIMARY NET INCOME PER SHARE $ 0.58 $ 0.48 $ 1.59 $ 1.26 ________________________________________________________________________________ FULLY DILUTED NET INCOME PER SHARE 0.58 0.48 1.58 1.26 ================================================================================ 4 5 CONSOLIDATED STATEMENT OF CASH FLOWS Provident Bankshares Corporation and Subsidiaries Nine Months Ended September 30 _______________________________________________________________________________ (in thousands) 1995 1994 _______________________________________________________________________________ OPERATING ACTIVITIES: Net Income $ 12,925 $ 8,920 Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Depreciation and Amortization 3,965 3,156 Provision for Loan Losses 545 -- Provision for Deferred Income Tax (Benefit) 8,486 (1,070) Realized Net Securities (Gains) Losses 2,757 (17) Mortgage Loans Originated or Acquired and Held for Sale (274,283) (327,494) Proceeds from Sales of Mortgage Loans 231,988 438,997 Loss (Gain) on Sales of Mortgage Loans (154) 461 Other Operating Activities 2,215 (15,255) _______________________________________________________________________________ Total Adjustments (24,481) 98,778 _______________________________________________________________________________ NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (11,556) 107,698 _______________________________________________________________________________ INVESTING ACTIVITIES: Principal Collections and Maturities of Securities Available for Sale 75,871 62,354 Principal Collections and Maturities of Investment Securities 37,163 5,205 Proceeds on Sales of Securities Available for Sale 177,923 174,944 Purchases of Investment Securities (18,924) (81,421) Purchases of Securities Available for Sale (185,096) (286,446) Loan Originations and Purchases Less Principal Collections (253,247) (115,924) Purchases of Premises and Equipment (4,881) (4,705) _______________________________________________________________________________ NET CASH USED BY INVESTING ACTIVITIES (171,191) (245,993) _______________________________________________________________________________ FINANCING ACTIVITIES: Net Increase in Deposits 89,033 47,883 Net Increase in Short- Term Borrowings 22,535 13,567 Proceeds from Long-Term Debt 90,750 66,500 Long-Term Debt Retired (15,033) -- Issuance of Common Stock 4,821 8,880 Cash Dividends on Common Stock (3,086) (1,889) _______________________________________________________________________________ NET CASH PROVIDED BY FINANCING ACTIVITIES 189,020 134,941 _______________________________________________________________________________ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,273 (3,354) Cash and Cash Equivalents at Beginning of Period 47,374 42,508 _______________________________________________________________________________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 53,647 $ 39,154 =============================================================================== SUPPLEMENTAL DISCLOSURES _______________________________________________________________________________ Interest Paid, Net of Amount Capitalized $ 38,671 $ 14,881 Income Taxes Paid (Refunded) (5,373) 4,510 Stock Dividend 8,278 -- 5 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES SEPTEMBER 30, 1995 NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1994 as filed with the Securities and Exchange Commission on February 17, 1995. NOTE B - EARNINGS PER SHARE Net income per share is based on the number of weighted average common shares outstanding for the period (8,182,949 shares) which includes common stock equivalents resulting from outstanding stock options and giving retroactive treatment to the stock dividend of May 12, 1995 to the beginning of the year. Exclusive of the retroactive restatement for the stock dividend, earnings per share would have been $1.65 for the nine months ended September 30, 1995 and $.61 per share for the three months ended September 30, 1995. For the nine months ended September 30, 1995, dividends of $.42 per common share were declared and paid. Earnings per share for the nine months and three months ended September 30, 1994, restated for the stock dividend, were $1.26 and $.48 per share, respectively. 6 7 NOTE C - INVESTMENT SECURITIES Effective December 31, 1993 the Corporation adopted Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). Under SFAS No. 115, the investment portfolio is divided among three categories: investment securities, securities available for sale and trading account securities. Debt securities that the Corporation has the intent and ability to hold to maturity are included in investment securities and, accordingly, are carried at cost adjusted for amortization of premiums and accretion of discounts using the interest method. Available for sale securities are reported at fair value with any unrealized appreciation or depreciation in value reported directly as a separate component of stockholders' equity as an unrealized gain or loss on debt securities which is reflected net of applicable taxes, and therefore, have no effect on the reported earnings of the Corporation. 7 8 The aggregate amortized cost and market values of the investment securities portfolio at September 30 were as follows: SEPTEMBER 30, 1995 _______________________________________________ GROSS GROSS AMORTIZED UNREALIZED UNREALIZED MARKET (IN THOUSANDS) COST GAINS LOSSES VALUE _______________________________________________________________________________ INVESTMENT SECURITIES _____________________ U.S. Treasury and Government Agencies and Corporations $ 13,146 $ -- $ -- $ 13,146 Mortgage-Backed Securities 403,117 10,776 929 412,964 Municipal Securities 8,475 340 56 8,759 _______________________________________________________________________________ Total Investment Securities 424,738 11,116 985 434,869 _______________________________________________________________________________ SECURITIES AVAILABLE FOR SALE _____________________________ U.S. Treasury and Government Agencies and Corporations 27,235 512 475 27,272 Mortgage-Backed Securities 211,955 3,549 492 215,012 Other Debt Securities 113,799 1,513 901 114,411 _______________________________________________________________________________ Total Securities Available for Sale 352,989 5,574 1,868 356,695 _______________________________________________________________________________ Total Investment Portfolio $ 777,727 $ 16,690 $ 2,853 $ 791,564 =============================================================================== September 30, 1994 ________________________________________________ Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value ________________________________________________ INVESTMENT SECURITIES _____________________ U.S. Treasury and Government Agencies and Corporations $ 10,344 $ -- $ -- $ 10,344 Mortgage-Backed Securities 203,652 20 5,915 197,757 Municipal Securities 4,685 -- 235 4,450 _______________________________________________________________________________ Total Investment Securities 218,681 20 6,150 212,551 _______________________________________________________________________________ SECURITIES AVAILABLE FOR SALE _____________________________ U.S. Treasury and Government Agencies and Corporations 33,697 231 364 33,564 Mortgage-Backed Securities 340,100 687 6,311 334,476 _______________________________________________________________________________ Total Securities Available for Sale 373,797 918 6,675 368,040 _______________________________________________________________________________ Total Investment Portfolio $ 592,478 $ 938 $ 12,825 $ 580,591 =============================================================================== 8 9 At September 30, 1995 a net unrealized loss of $2.3 million was reflected as a separate component of Stockholders' Equity in the Consolidated Statement of Condition as compared to a total net unrealized loss of $8.5 million on Securities Available for Sale at December 31, 1994. The September 30, 1995 amount includes a $4.6 million unrealized loss on the securities transferred to the Investment Securities classification from the Available for Sale classification and a $2.3 million unrealized gain on Securities Available for Sale. For details regarding investment securities at December 31, 1994, refer to Note 3 of the Consolidated Financial Statements incorporated in the Corporation's 10-K filed February 17, 1995. The unrealized loss incurred on the transfer will be amortized over the remaining life of the securities using the level yield method. This amortization expense is offset by the amortization of the related discount on these securities created at the time of transfer and results in no net charge to earnings. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF __________________________________________________ OPERATIONS AND FINANCIAL CONDITION __________________________________ PROVIDENT BANKSHARES CORPORATION AND SUBSIDIARIES FINANCIAL REVIEW ________________ EARNINGS SUMMARY ________________ Provident recorded a 41% increase in net income over the same period a year ago. Net income for the quarter ended September 30, 1995 was $4.8 million, or $.58 per share, compared to $3.4 million or $.48 per share, for the third quarter of the prior year. The higher earnings in 1995 were mainly due to consumer loan growth and increased fee income. Consumer loans outstanding grew $238 million as total loans increased 21% to $1.53 billion. Non-interest income increased 14% over the third quarter of 1994 as lower mortgage volume and annuity sales were more than offset by income from other fee based services introduced in the past three years. The company deferred planned bulk sales of mortgage servicing rights to a future period due to recognition of interest income due on a federal income tax refund and receipt of the FDIC insurance premium rebate. Higher account volume and continued investment in new fee based initiatives contributed to a 3% increase in operating expenses. There was a $300 thousand provision for loan losses during the quarter with net charge-offs of $131 thousand. NET INTEREST INCOME ___________________ Tax-equivalent net interest income was $20.9 million for the third quarter of 1995 which represented a $2.2 million increase over the prior year. Growth in average earning assets contributed $5.5 million to net interest income which was partially offset by a 56 basis point drop in net interest margin. Provident's interest income on earning assets rose $12.2 million from the third quarter of 1994, the result of a $534 million expansion in average earning asset balances and a 37 basis point increase in yield. Earning asset growth was the result of increases of $314 million in investments, $169 million in consumer loans, $26 million in commercial business loans, $14 million in mortgage loans held for sale and $10 million in real estate mortgage loans. Leveraging of capital raised during the fourth quarter of 1994 generated the higher level of earning assets. The increase in the yield was mainly attributable to the higher interest rate environment. Total interest expense was $9.9 million above a year ago, the combined result of a $491 million increase in average interest-bearing liabilities, including $128 million in brokered deposits, $59 million in certificates of 10 11 deposit and $320 million of borrowings. Savings deposits and money market deposits declined $34 million. In addition, the average rate paid increased 101 basis points. Increases in rates paid on interest-bearing liabilities are attributable to a general rise in interest rates for longer term deposits as well as borrowed money. As a result of off-balance sheet transactions, interest income has been decreased by $469 thousand and interest expense has been reduced by $739 thousand, for a net increase of $271 thousand for the quarter ending September 30, 1995. For the nine months ending September 30, 1995, interest income has been decreased by $1.6 million and interest expense has been reduced by $2.3 million for an increase in net interest income of $700 thousand. The forward yield curve indicates that short-term rates will fall by 25 basis points and long term rates will rise 10 basis points over the next twelve months. The Corporation's analysis indicates that if management did not adjust its September 30, 1995 off-balance positions and the forward yield curve assumptions became reality, off-balance sheet positions would decrease net interest income by $1.35 million through the year 1996. PROVISION FOR LOAN LOSSES _________________________ The Corporation recorded a $300 thousand provision for loan losses for the quarter. Net charge-offs were $131 thousand compared to net recoveries of $123 thousand for the third quarter of 1994. The allowance for loan losses at September 30, 1995 was $21.1 million, up slightly from the $20.8 million a year ago. At September 30, 1995, the allowance represented 1.38% of total loans and 162% of non-performing and past due loans. Total non-performing loans were $13.0 million at September 30, 1995 compared to $9.8 million at September 30, 1994. Residential mortgage loans represented $7.4 million of total non-performing loans at September 30, 1995, $6.2 million of which are insured or guaranteed by the United States Government. Contributing to the change was an increase in consumer loans outstanding of $116 million for the quarter and $238 million from the third quarter, 1994. 11 12 NON-INTEREST INCOME ___________________ Non-interest income totaled $7.7 million in the third quarter of 1995 compared to $6.8 million in 1994. This 14% increase was accomplished as lower mortgage volume and annuity sales were more than offset by income from other fee based services introduced in the past three years. The company deferred planned bulk sales of mortgage servicing rights to a future period compared to gains of $2.5 million during the third quarter of 1994, due to recognition of interest income on a federal income tax refund. The mortgage originations were $126 million for the third quarter of 1995 compared to $101 million for the third quarter of 1994. Deposit service fees continued their upward trend, increasing 61% over the prior year following a 35% rise in the number of retail demand deposit accounts since the third quarter of 1994 and a change in the fee structure. NON-INTEREST EXPENSE ____________________ Third quarter non-interest expense of $20.5 million was 3% or $618 thousand higher than a year ago. Salaries and benefits rose 2.4% largely the result of increased mortgage banking activities and additional supermarket branch locations. Occupancy costs increased $104 thousand or 5.4% over last year and furniture and equipment expense increased $209 thousand resulting from branch network expansion and upgrades of technology. External processing fees increased $201 thousand due to increased account volume. All other expenses decreased a total of $153 thousand mainly benefiting from the receipt of the FDIC insurance premium rebate of $919 thousand. INCOME TAXES ____________ Provident recorded income tax expense of $2.8 million based on income before taxes of $7.6 million, an effective tax rate of 37%. During the third quarter of 1994, Provident recorded tax expense of $2.0 million on pre-tax income of $5.5 million, an effective tax rate of 37.5%. FINANCIAL CONDITION ___________________ Total assets of the Corporation increased $215 million from December 31, 1994 to September 30, 1995 as loan balances increased $254 million. Consumer loans were up $241 million, commercial business loans $5.5 million, and real estate construction loans $6.6 million. Securities available for sale and investment securities declined $62.8 million and $17.1 million, respectively. In addition, mortgage loans held for sale increased $42.5 million as origination volume increased. Total deposits ended the quarter at $1.54 billion, an increase 12 13 of $89 million over the December 31, 1994 level. Non-interest bearing deposits increased $16.1 million from December 31, 1994 levels while interest bearing deposits increased $73.0 million. Borrowings increased $98.3 million from December 31, 1994 ending the quarter at $764.7 million. At September 30, 1995 loans held for sale, investments available for sale and investment securities maturing within one year totaled $445 million or 19% of total liabilities, compared to $516 million or 24% as of December 31, 1994. At quarter-end, the leverage ratio was 7.13% and total stockholders' equity represented 10.82% of risk adjusted assets. These ratios exceed the minimum requirements of the current leverage capital and risk-based capital standards established by regulatory agencies. 13 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders - None Item 5. Other Information - None Item 6. Exhibits and Reports on Form 8-K (a) The exhibits filed as part of this report are listed below: (3.1) Articles of Incorporation of Provident Bankshares Corporation.* (3.2) Amended and Restated Bylaws of Provident Bankshares Corporation.** (11) Statement re: Computation of Earnings Per Share. (b) Reports on Form 8-K There were no current reports on Form 8-K filed during the quarter ended September 30, 1995. * Incorporated by reference from Registrant's Registration Statement on Form S-3 (File No. 33-73162) filed with the Commission on August 18, 1994. ** Incorporated by reference from the Registrant's 1994 Annual Report on Form 10-K (File No. 0-16421) filed with the Commission on February 17, 1995. 14 15 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. PROVIDENT BANKSHARES CORPORATION ________________________________ Registrant November 13, 1995 /s/ Peter M. Martin ___________________ Peter M. Martin President and Chief Operating Officer November 13, 1995 /s/ R. Wayne Hall _________________ R. Wayne Hall Treasurer 15 16 EXHIBIT INDEX _____________ Exhibit Description Sequentially Numbered Page (11) Statement re: Computation of Per Share Earnings 17 16 17 EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS _______________________________________________________________________________ Three Months Ended Nine Months Ended September 30 September 30 (in thousands, except per share data) 1995 1994 1995 1994 _______________________________________________________________________________ Primary: _______ Actual shares outstanding 7,884 6,630 7,884 6,630 ===== ===== ===== ===== Average shares outstanding 7,845 6,755 7,774 6,661 Net effect of dilutive stock options based on the treasury stock method using the average market price 402 409 376 397 _______ _______ _______ _______ Total Shares Outstanding 8,247 7,164 8,150 7,058 ===== ===== ===== ===== Net Income $ 4,810 $ 3,410 $ 12,925 $ 8,920 ===== ===== ====== ===== Net Income Per Share $ 0.58 $ 0.48 $ 1.59 $ 1.26 ===== ====== ====== ====== Fully Diluted: _____________ Actual shares outstanding 7,884 6,630 7,884 6,630 ===== ===== ===== ===== Average shares outstanding 7,845 6,755 7,774 6,661 Net effect of dilutive stock options based on the treasury stock method using the average market price or quarter end price, whichever is greater 409 409 409 408 _______ ______ _______ ______ Total Shares Outstanding 8,254 7,164 8,183 7,069 ===== ===== ===== ===== Net Income $ 4,810 $ 3,410 $ 12,925 $ 8,920 ===== ===== ====== ===== Net Income Per Share $ 0.58 $ 0.48 $ 1.58 $ 1.26 ===== ===== ====== ===== 17