U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 -------------- Commission File Number: 000-24561 --------- RESOURCE BANKSHARES CORPORATION (Exact name of Registrant as specified in its charter) Virginia 54-1904386 -------- ---------- (State or other jurisdiction of ( I.R.S. Employer Identification No.) incorporation or organization) 3720 Virginia Beach Blvd., Virginia Beach, VA 23452 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (757) 463-2265 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ --- At March 31, 2001, 2,615,214 shares of Resource Bankshares Corporation's common stock, $1.50 par value, were outstanding. RESOURCE BANKSHARES CORPORATION FORM 10-Q MARCH 31, 2001 INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000 3 Consolidated Statements of Income for the periods ended March 31, 2001 and 2000 4 Consolidated Statements of Stockholders' Equity for the period ended March 31, 2001 5 Consolidated Statements of Cash Flows for the periods ended March 31, 2001 and 2000 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition 10 and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risks 17 PART II. OTHER INFORMATION Item 1. Legal Proceedings 17 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements RESOURCE BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS March 31 December 31 2001 2000 (Unaudited) (Dollars in thousands) ASSETS Cash and due from banks $ 5,716 $ 7,147 Interest bearing deposits 3,150 2,195 Federal funds sold - - --------- --------- 8,866 9,342 Funds advanced in settlement of mortgage loans 42,406 15,445 Securities available for sale (amortized cost of $21,628 and $18,631, respectively) 21,626 18,317 Securities held to maturity (fair value of $65,317 and $64,024, respectively) 63,393 63,804 Loans, net Commercial 69,230 68,274 Real estate - construction 78,403 72,395 Commercial real estate 98,601 98,844 Residential real estate 44,763 44,817 Installment and consumer loans 4,476 4,183 --------- --------- TOTAL LOANS 295,473 288,513 Allowance for loan losses (3,742) (3,521) --------- --------- NET LOANS 291,731 284,992 Other real estate owned - - Premises and equipment, net 4,957 3,761 Other assets 7,870 5,822 Accrued interest 2,992 3,011 --------- --------- $ 443,841 $ 404,494 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 12,953 $ 13,511 Interest bearing 362,519 317,133 --------- --------- TOTAL DEPOSITS 375,472 330,644 Federal funds purchased 3,000 7,546 FHLB advances 30,300 30,300 Other liabilities 3,345 4,321 Accrued interest 2,112 2,811 Capital debt securities 9,200 9,200 --------- --------- TOTAL LIABILITIES 423,429 384,822 STOCKHOLDERS' EQUITY Preferred stock, par value $10 per share, Shares authorized: 500,000; none issued and outstanding - - Common stock, par value $1.50 a share Shares authorized: 6,666,666 Shares issued and outstanding: 2001 - 2,615,214; 2000 - 2,623,861 3,923 3,936 Additional paid-in capital 10,900 10,989 Retained earnings 5,639 5,005 Accumulated other comprehensive income (loss) (50) (258) --------- --------- 20,412 19,672 --------- --------- $ 443,841 $ 404,494 ========= ========= 3 See notes to consolidated financial statements. RESOURCE BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended (UNAUDITED) March 31 2001 2000 (Dollars in Thousands) Interest and dividend income Interest and fees on loans $ 6,000 $ 5,353 -------------------------- Interest on investment securities: Interest and dividends on securities available for sale 215 143 Interest on securities held to maturity 1,436 470 -------------------------- 1,651 613 -------------------------- Interest on federal funds sold - 75 Interest on funds advanced in settlement of mortgage loans 333 212 -------------------------- Total interest income 7,984 6,253 -------------------------- Interest expense Interest on deposits 4,724 3,559 Interest on short term borrowings 137 203 Interest on long term borrowings 627 268 -------------------------- Total interest expense 5,488 4,030 -------------------------- Net interest income 2,496 2,223 Provision for loan losses (45) (100) -------------------------- Net interest income after provision for loan losses 2,451 2,123 Noninterest income Mortgage banking income 2,520 1,507 Service charges 301 177 Gain on sale of assets - 291 Other 197 202 -------------------------- 3,018 2,177 -------------------------- Noninterest expense Salaries and employee benefits 2,695 1,833 Occupancy expenses 311 321 Depreciation and equipment maintenance 248 225 Stationery and supplies 118 107 Marketing and business development 107 93 Professional fees 34 89 Outside computer services 128 138 FDIC insurance 16 12 Other 474 340 -------------------------- 4,131 3,158 -------------------------- Income before income tax 1,338 1,142 Income tax expense 388 348 -------------------------- Net income $ 950 $ 794 ========================== Cash dividends declared per common share $ 0.12 $ 0.10 ========================== 4 Basic earnings per common share $ 0.36 $ 0.31 ========================== Diluted earnings per common share $ 0.34 $ 0.30 ========================== See notes to consolidated financial statements. 5 RESOURCE BANKSHARES CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) Three Months Ended March 31, 2001 (Dollars in thousands) Accumulated Other Additional Comprehensive Common Stock Paid-in Retained Income Shares Amount Capital Earnings (Loss) Total ------------------------------------------------------------------------------- Balance, December 31, 2000 2,623,861 $3,936 $10,989 $5,005 ($258) $19,672 Comprehensive income: Net income - - - 950 - 950 Changes in unrealized appreciation (depreciation) on securities available for sale, net of reclassification adjustment and tax effect - - - - 208 208 --- Total comprehensive income 1,158 ----- Reacquisition of common stock (8,647) (13) (89) - - (102) Cash dividends declared - $.12 per share - - - (316) - (316) ------------------------------------------------------------------------------- Balance, March 31, 2001 2,615,214 $3,923 $10,900 $5,639 ($50) $20,412 =============================================================================== See notes to consolidated financial statements. 6 RESOURCE BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended March 31, 2001 March 31, 2000 Operating activities (Dollars in thousands) ---------------------- Net income $ 950 $ 794 Adjustments to reconcile to net cash provided (used) by operating activities: Provision for losses on loans and other real estate owned 45 100 Provision for losses on funds advanced in settlement of mortgage loans - 25 Depreciation and amortization 163 161 Amortization of investment securities premiums, net of discounts (886) (12) Gain on sale of loans or other real estate owned (179) (152) Gain on disposition of premises and equipment - (7) Gain on sale of assets - (291) Deferred loan origination fees, net of costs 87 336 Changes in: Funds advanced in settlement of mortgage loans (26,961) (2,663) Interest receivable 19 (216) Interest payable (698) 552 Other assets (922) (759) Other liabilities (976) 478 --------- --------- Net cash used by operating activities (29,358) (1,654) --------- --------- Investing activities: Proceeds from sales and maturities of available-for-sale securities 744 250 Proceeds from maturities of held-to-maturity securities 965 22 Purchases of available-for-sale securities (3,512) (165) Purchases of held-to-maturity securities - (12,437) Loan originations, net of principal repayments (6,693) (1,265) Net cash used for acquisitions (1,125) - Purchases of premises, equipment and other assets (1,360) (178) --------- --------- Net cash used by investing activities (10,981) (13,773) --------- --------- Financing activities: Proceeds from exercise of stock options and warrants - 50 Payments to reacquire common stock (102) - Cash dividends paid (316) (257) Repayments of federal funds purchased (4,546) - Net repayments on FHLB advances - (2,000) Net (decrease) increase in demand deposits, NOW accounts and savings accounts (4,127) 18,827 Net increase in certificates of deposit 48,954 4,356 --------- --------- Net cash provided by financing activities 39,863 20,976 --------- --------- Increase (decrease) in cash and cash equivalents (476) 5,549 Cash and cash equivalents at beginning of period 9,342 7,065 --------- --------- Cash and cash equivalents at end of period $ 8,866 $ 12,614 ========= ========= Supplemental schedules and disclosures of cash flow information: Cash paid for: Interest on deposits and other borrowings $ 6,186 $ 3,479 --------- --------- See notes to consolidated financial statements. 7 RESOURCE BANKSHARES CORPORATION Notes to Consolidated Financial Statements March 31, 2001 (UNAUDITED) (Dollars in thousands, except per share data) Organization and Summary of Significant Accounting Policies (1) GENERAL Resource Bankshares Corporation, a Virginia Corporation (the "Company"), was incorporated under the laws of the Commonwealth of Virginia on February 4, 1998, primarily to serve as a holding company for Resource Bank (the "Bank"). The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, Resource Bank and the Bank's wholly owned subsidiaries, CW and Company of Virginia and Resource Service Corporation. All significant inter-company balances and transactions have been eliminated in consolidation. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all of the disclosures and notes required by generally accepted accounting principles. In the opinion of management, all adjustments in the normal recurring nature which are necessary for a fair presentation of the financial statements included herein have been reflected in the financial statements. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. (2) CASH AND CASH EQUIVALENTS For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, interest-bearing deposits with banks, and federal funds sold. (3) ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses are as follows: Balance as of January 1, 2001 $3,521 Provision for loan losses 45 Loans charged off (3) Recoveries 179 ------ Balance at March 31, 2001 $3,742 ====== (4) NET INCOME PER SHARE Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that then shares in the earnings of the entity. The weighted average number of basic shares outstanding for the 8 three months ended March 31, 2001 and 2000 were 2,616,543 and 2,555,213, respectively. The diluted weighted average number of shares for the three months ended March 31, 2001 and 2000 were 2,800,120 and 2,690,696, respectively. (5) COMPREHENSIVE INCOME The components of other comprehensive income and related tax effects for the three months ended March 31, 2001 and 2000 are as follows: Three months ended March 31, 2001 March 31, 2000 Unrealized holding gains (losses) arising during the period on available-for-sale securities $ 312 ($210) Tax effect ($104) 76 --------- ------ Net-of-tax amount $ 208 ($134) ======== ====== No reclassification adjustment was necessary as no realized gains or losses were included in net income for the period. (6) SUBSEQUENT EVENTS In April 2001, the Board of Directors of the Company declared a $0.12 per common share dividend to shareholders of record as of April 12, 2001. The dividend was paid on April 26, 2001. -9- (7) SEGMENT REPORTING The Company has one reportable segment, its mortgage banking operations. This segment originates residential loans and subsequently sells them to investors. The commercial banking and other banking operations provide a broad range of lending and deposit services to individual and commercial customers, including such products as commercial and construction loans, as well as other business financing arrangements. The Company's reportable segment is a strategic business unit that offers different products and services. It is managed separately because the segment appeals to different markets and, accordingly, requires different technology and marketing strategies. The mortgage banking segment's most significant revenue and expense are non-interest income and non-interest expense, respectively. The Company's segments are reported below for the periods ended March 31, 2001 and March 31, 2000. Selected Financial Information Commercial and Mortgage Banking Other Operations Operations Total -------------------------------------------------------- Three Months Ended March 31, 2001: Net interest income after provision for loan losses $ 2,350 $ 101 $ 2,451 Noninterest income 508 2,510 3,018 Noninterest expense (1,949) (2,182) (4,131) -------- -------- -------- Net income before income taxes $ 909 $ 429 $ 1,338 ======== ======== ======== Three Months Ended March 31, 2000: Net interest income after provision for loan losses $ 2,051 $ 72 $ 2,123 Noninterest income 670 1,507 2,177 Noninterest expense (1,701) (1,457) (3,158) -------- -------- -------- Net income before income taxes $ 1,020 $ 122 $ 1,142 ======== ======== ======== Segment Assets Commercial Mortgage and Other Banking Operations Operations Total -------------------------------------------- March 31, 2001 $441,812 $ 2,029 $443,841 ======== ========= ======== March 31, 2000 $328,416 $ 648 $329,064 ======== ========= ======== -10- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in thousands, except per share data) In addition to historical information, the following discussion contains forward looking statements that are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those anticipated. These forward looking statements include, but are not limited to, the effect of increasing interest rates on the Company's profitability and the adequacy of the Company's allowance for future loan losses. Several factors, including the local and national economy and the demand for residential mortgage loans may adversely affect the Company's ability to achieve the expected results. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management's analysis only as of the date of this report. Resource Bankshares Corporation, a Virginia Corporation (the "Company"), was incorporated under the laws of the Commonwealth of Virginia on February 4, 1998, primarily to serve as a holding company for Resource Bank (the "Bank"). Total assets at March 31, 2001 were $443,841, up 9.7% from $404,494 at December 31, 2000, reflecting growth in securities and loans. The Company purchased $3,500 of securities during the first three months of 2001, net loans increased by $6,739, and funds advanced in settlement of mortgage loans increased by $26,961 during the same period. The principal components of the Company's assets at the end of the period were $85,019 in securities, $8,866 in cash and cash equivalents, $42,406 in funds advanced in settlement of mortgage loans and $291,731 in net loans. The Company's lending activities are a principal source of income. Total liabilities at March 31, 2001 were $423,429, up from $384,822 at December 31, 2000, with the increase represented by $44,828 (13.6%) growth in deposits offset by a decrease of $4,546 (12.0%) in borrowed funds. Non-interest bearing demand deposits decreased $558 or 4.1%, while interest bearing deposits increased by $45,386 or 14.3%. The Company's deposits are provided by individuals and businesses located within the communities served as well as the national market. The Bank purchased a commercial mortgage company during the first quarter of 2001. Atlantic Mortgage & Investment Company ("Atlantic Mortgage") was purchased from Progress Realty Advisors, Inc., a Pennsylvania corporation and operates as a division of Resource Bank. Atlantic Mortgage specializes in commercial mortgage originations, placements and servicing primarily along the Atlantic coast, with offices in Richmond and Chesapeake, Virginia and Raleigh, North Carolina. During the first quarter of 2001 the Bank purchased First Jefferson Mortgage Corporation ("First Jefferson"), a Virginia based mortgage loan origination company. First Jefferson's business and operations have been integrated into Resource Mortgage, a division of Resource Bank. The purchase of First Jefferson added offices in Fort Lauderdale and Jacksonville, Florida and Roanoke, Virginia, as well as in the Hampton Roads and Richmond areas. First Jefferson closed over $250 million mortgage loans in 2000. Total stockholders' equity at March 31, 2001 was $20,412, compared to $19,672 at December 31, 2000. The Company had net income of $950 for the three months ended March 31, 2001 compared with net income of $794 for the comparable period in 2000, an increase of 19.7%. This increase is attributable to the growth in interest bearing assets and increases in mortgage banking income. -11- Profitability as measured by the Company's return on average assets (ROA) was 0.9% for the three months ended March 31, 2001, down 0.1% from the same period of 2000. A key indicator of performance, the return on average equity (ROE) was 19.5% and 19.8% for the three months ended March 31, 2001 and 2000, respectively. Net interest income represents a principal source of earnings for the Company. The first component is the loan portfolio. Making sound loans that will increase the Company's net interest margin is the first priority of management. The second component is gathering core deposits to match and fund the loan production. The Company also utilizes national markets to generate deposits and Federal Home Loan Bank ("FHLB") advances to fund loan growth either for asset and liability management purposes or for a less expensive source of funds. Net interest income on a tax equivalent basis, before provision for loan losses, increased to $2,623 for the three months ended March 31, 2001 versus $2,223 for the same period in 2000, an increase of 18.0%. Average interest earning assets increased $90,623 from March 31, 2000 to the current period with the largest increase being the result of significant purchases of higher yielding investment securities during 2000. The first quarter of 2001 reflects the impact of this increase in both volume and yield compared to the three month period ended March 31, 2000. Average interest bearing liabilities increased $87,395 during the same comparative period. The yield on average interest earning assets increased 10 basis points to 8.3% at March 31, 2001, compared to 8.2% at March 31, 2000. The rate on interest bearing liabilities increased 30 basis points to 6.0% at March 31, 2001, compared to 5.7% at March 31, 2000. -12- Average Balances, Income and Expenses, Yields and Rates The following table sets forth average balances of total interest earning assets and total interest bearing liabilities for the periods indicated, showing the average distribution of assets, liabilities, stockholders' equity and the related income, expense and corresponding weighted average yields and costs. Three months ended Three months ended March 31, 2001 March 31, 2000 Average Yield/ Average Yield/ Balance Interest Rate (2) Balance Interest Rate (2) (Dollars in thousands) ------------------------------------------------------------------- Assets Interest-earning assets: Securities (1) $ 82,591 $1,708 8.39% $ 34,393 $ 592 6.89% Loans (3) 290,511 6,000 8.38% 255,949 5,353 8.37% Interest-bearing deposits 7,153 70 3.97% 6,718 96 5.72% Other interest-earning assets (4) 16,302 333 8.28% 9,234 212 9.18% ------------------------------------------------------------------- Total interest-earning assets 396,557 8,111 8.30% 306,294 6,253 8.17% Noninterest earning assets: Cash and due from banks 4,935 4,036 Premises and equipment 4,136 3,846 Other assets 8,726 7,626 Less: Allowance for loan losses (3,659) (2,730) -------- -------- Total noninterest earning assets 14,138 12,778 -------- -------- Total assets $410,695 $319,072 -------- -------- Liabilities and Stockholders' Equity Interest-bearing liabilities: Interest-bearing deposits: Demand/Money Market Accounts $128,713 $1,766 5.56% $ 19,653 $ 233 4.74% Savings 5,514 47 3.46% 21,045 249 4.73% Certificates of deposit 189,952 2,910 6.21% 216,594 3,077 5.68% ------------------------------------------------------------------- Total interest-bearing deposits 324,179 4,723 5.91% 257,292 3,559 5.53% FHLB advances and other borrowings 39,106 552 5.72% 18,598 270 5.81% Capital debt securities 9,200 213 9.26% 9,200 201 8.74% ------------------------------------------------------------------- Total liabilities interest-bearing 372,485 5,488 5.98% 285,090 4,030 5.65% Non-interest-bearing liabilities: Demand deposits 13,928 15,022 Other liabilities 4,800 2,864 -------- -------- Total liabilities non-interest-bearing 18,728 17,886 Stockholders' equity 19,482 16,096 -------- -------- Total liabilities and stockholders' equity $410,695 $319,072 -------- -------- Interest rate spread (1) (5) 2.32% 2.52% Net interest income/net interest margin (1) (6) $2,623 2.68% $2,223 2.90% (1) Tax equivalent basis. The tax equivalent adjustment to net interest income was $127 thousand and $0 for the three months ended March 31, 2001 and 2000, respectively. (2) Yield and rate percentages are all computed through the annualization of interest income and expenses based on 365 days, divided by average daily balances based on amortized cost. (3) Non-accrual loans are included in the average loan balances, and income on such loans is recognized on a cash basis. (4) Consists of funds advanced in settlement of loans. (5) Interest spread is the average yield earned on earning assets, less the average rate incurred on interest bearing liabilities. (6) Net interest margin is net interest income annualized, expressed as a percentage of average earning assets. -13- (6) Net interest margin is net interest income annuslized, expressed as a percentage of average earning assets. Non-interest income increased from $2,177 for the three months ended March 31, 2000 to $3,018 for the same period in 2001. This increase was primarily attributable to increased activity in the Company's mortgage banking operations. Mortgage banking made a significant contribution to the Company's results in the first three months of 2001. For the three months ended March 31, 2001, mortgage banking income increased by 67.2% or $1,013 to $2,520 versus the same period of 2000. Because of the uncertainty of future loan origination volume and the future level of interest rates, there can be no assurance that the Company will realize the same level of mortgage banking income in future periods. Other non-interest income decreased by $172 to $498 for the three months ending March 31, 2001 compared to the same period in 2000. Service charges increased (70.1%) while other non-interest income decreased (60.0%). The gain on sale of assets of $291 was due to the full recognition of a deferred gain on the sale of a building during the three months ended March 31, 2000. For the three months ended March 31, 2001, the Company's non- interest expense totaled $4,131 or 30.8% higher than the same period in 2000. This increase was the result of adding Atlantic Mortgage & Investment to the Company's commercial mortgage division and First Jefferson Mortgage Corporation to the residential mortgage group. The largest component of non-interest expense, salaries and employee benefits, which represents 65.2% of total non-interest expense, increased 47.0% to $2,695 for the three months ended March 31, 2001 over the same period in 2000, and was primarily attributed to the aforementioned additions. Occupancy expense decreased by 3.1% to $311, depreciation and equipment maintenance increased by 10.2% to $248, marketing and business development increased 15.1% to $107, and outside computer services decreased by 7.3% to $128 for the three months ended March 31, 2001 over the same period in 2000. In establishing the allowance for loan losses, management considers a number of factors, including loan asset quality, related collateral and economic conditions prevailing during the loan's repayment. In its loan policies, management emphasizes the borrower's ability to service the debt, the borrower's general creditworthiness and the quality of collateral. The allowance for loan losses as a percentage of period-end loans was 1.3% and 1.1% at March 31, 2001 and 2000, respectively. The provisions for loan losses were $45 and $100 for the three months ended March 31, 2001 and 2000, respectively. While the Company believes it has sufficient allowance for its existing portfolio, there can be no assurances that an additional allowance for losses on existing loans may not be necessary in the future, particularly if the economy worsens. -14- Summary of Loan Loss Experience The following table presents the Company's loan loss experience and selected loan loss ratios for the six months ended March 31, 2001 and 2000. Three months ended March 31 2001 2000 ---- ---- (Dollars in thousands) Balance of allowance for loan losses at beginning of year $ 3,521 $ 2,686 Loans charged-off: Commercial - (78) Installment - - Real Estate (3) - Credit Cards and Other Consumer - - -------- -------- Total loans charged-off (3) (78) -------- -------- Recoveries of loans previously charged off: Commercial 83 99 Installment - - Real Estate 96 3 Credit Cards and Other Consumer - - -------- -------- Total recoveries 179 102 -------- -------- Net loan (charge-offs) recoveries 176 24 Additions to allowance charged to expense 45 100 Balance at end of period $ 3,742 $ 2,810 ======== ======== Average loans $290,511 $255,949 Loans at end of period $295,473 $256,775 Selected Loan Loss Ratios: Net charge-offs (recoveries) during the period to average loans -0.06% -0.01% Provision for loan losses to average loans 0.02% 0.04% Provision for loan losses to net charge-offs (recoveries) during the period -26% -417% Allowance for loan losses to loans at end of period 1.27% 1.09% Non-performing assets at end of period $ 1,040 $ 689 Non-performing assets to total loans at end of period 0.35% 0.27% Allowance for loan losses to non-performing assets at end of period 360% 408% -15- Non Performing Assets The following table presents the Company's non performing assets for the periods set forth. March 31 December 31 2001 2000 ---- ---- (Dollars in thousands) Non accrual loans $ 734 $ 1,015 Other real estate - - Loans 90 days or more past due and still accruing interest 306 320 -------- -------- Total non performing assets $ 1,040 $ 1,335 ======== ======== Total assets $443,841 $404,494 ======== ======== Total non performing assets to total assets 0.23% 0.33% ======== ======== Management believes that losses on these assets, if any, will be minimal, although no assurance can be given in this regard. Loans are generally placed in nonaccrual status when the collection of principal and interest is 90 days or more past due, unless the obligation is both well-secured and in the process of collection. Interest Rate Sensitivity and Liquidity Management evaluates interest sensitivity through the use of an asset/liability management reporting gap model on a quarterly basis and then formulates strategies regarding asset generation and pricing, funding sources and pricing, and off-balance sheet commitments in order to decrease sensitivity risk. These strategies are based on management's outlook regarding interest rate movements, the state of the regional and national economies and other financial and business risk factors. In addition, the Company establishes prices for deposits and loans based on local market conditions and manages its securities portfolio under policies that take interest risk into account. Liquidity represents the institution's ability to meet present and future financial obligations. Liquid assets include cash, interest bearing deposits with banks, federal funds sold, investments and loans maturing within one year. The Company's funding requirements are supplied from a range of traditional sources, including various types of demand deposits, money market accounts, certificates of deposit and short-term borrowings. Federal Home Loan Bank ("FHLB") advances are utilized as funding sources by the Company. At March 31, 2001, there were $30,300 in FHLB advances outstanding. The Company has an available warehouse line of credit collateralized by first mortgage loans amounting to $75,000, which expires December 4, 2001. The Company has no reason to believe this arrangement will not be renewed. The Bank had no outstanding warehouse advances at March 31, 2001 and 2000, respectively. The Company purchased Federal Funds from correspondent institutions in the amount of $3,000 and $0 at March 31, 2001 and 2000, respectively. The Company has unused lines of credit with other correspondent banks of $10,000 and $3,000. Management seeks to ensure adequate liquidity to fund loans and meet the Company's financial requirements and opportunities. To provide liquidity for current, ongoing and unanticipated needs, the Company maintains short-term interest bearing certificates of deposits, federal funds sold, and a -16- portfolio of debt securities. The Company also structures and monitors the flow of funds from debt securities and from maturing loans. Securities are generally purchased to provide a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount in a separate component of stockholders' equity until realized. Securities are composed of governmental or quasi-governmental agencies, municipal bonds, preferred stocks and bonds of corporations with investment grade ratings. The Company's financial position at March 31, 2001 reflects liquidity and capital levels that management believes are currently adequate to fund anticipated future business expansion. Capital ratios are in excess of required regulatory minimums. The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. The adequacy of the Company's capital is reviewed by management on an ongoing basis. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. The following table presents the amounts of the Company's interest sensitive assets and liabilities that mature or reprice in the periods indicated. March 31,2001 Maturing or Repricing --------------------------------------------------------------------- Within 4-12 1 - 5 Over ------ ---- ----- ---- 3 months Months Years 5 Years Total --------- ------ ----- ------- ----- (Dollars in thousands) Interest-Earning Assets: Investment securities $ 29,377 $23,225 $13,352 $19,065 $85,019 Loans 163,458 19,770 90,004 22,241 295,473 Interest bearing deposits 3,150 - - - 3,150 Other interest-earning assets 42,406 - - - 42,406 --------------------------------------------------------------------- Total interest-earning assets 238,391 42,995 103,356 41,306 426,048 --------------------------------------------------------------------- Interest-Bearing Liabilities: Deposits Demand and savings (1) 117,585 - 17,929 - 135,514 Time deposits, $100,000 and over 1,528 5,078 685 - 7,291 Other time deposits 45,511 133,021 41,132 50 219,714 Other interest-bearing liabilities 3,000 300 - 30,000 33,300 Capital debt securities - - - 9,200 9,200 --------------------------------------------------------------------- Total interest-earning liabilities 167,624 138,399 59,746 39,250 405,019 --------------------------------------------------------------------- Period Gap $ 70,767 ($95,404) $43,610 $2,056 $21,029 --------------------------------------------------------------------- Cumulative Gap $ 70,767 ($24,637) $18,973 $21,029 ------------------------------------------------------ Ratio cumulative gap to total interest-earning assets 16.61% -5.78% 4.45% 4.94% ------------------------------------------------------ (1) Management has determined that interest checking, money market (except those generated by e-banking) and savings accounts are not sensitive to changes in related market rates and, therefore, have been placed in the 1-5 years category. -17- The capital adequacy standards are based on an established minimum for Tier 1 Risk-Based Capital, Risk-Based Capital and the Tier 1 Leverage Ratio. The following table summarizes regulatory capital ratios for the Company and its subsidiary at March 31, 2001. Resource Resource Required Ratio Bankshares Bank -------------- ---------- ----------- Tier 1 risk-based 4.00% 8.38% 8.85% TTotal risk-based 8.00% 9.56% 10.04% Tier 1 leverage 4.00 to 5.00% 6.46% 6.86% The Company and the Bank are in full compliance with all relevant regulatory capital requirements and is categorized by regulatory authorities as well capitalized. The effect of changing prices on financial institutions is typically different from other industries as the Company's assets and liabilities are monetary in nature. Interest rates are significantly impacted by inflation, but neither the timing nor the magnitude of the changes are directly related to price level indices. Impacts of inflation on interest rates, loan demand and deposits are reflected in the Company's financial statements. Management believes that the mortgage banking operations provide somewhat of a natural interest rate hedge, in that the Company is interest rate sensitive in the six- month period. When interest rates decline, the Company's earnings will be negatively impacted in the six-month period but the mortgage operation's volume should increase. The reverse should occur in rising interest rate markets. Item 3. Quantitative and Qualitative Disclosures about Market Risk Market Risk Management The Company's primary market risk exposure is interest rate risk. Fluctuations in interest rates will impact both the level of interest income and interest expense and the market value of the Company's interest earning assets and interest bearing liabilities. There were no material changes in the Company's market risk management strategy, as stated in the Company's 2000 annual report, during the first three months of 2001. PART II OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the Company is a party or of which the property of the Company is subject. The Company is party to certain nonmaterial legal proceedings occurring in the normal course of business. -18- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the under-signed, thereunto duly authorized. RESOURCE BANKSHARES CORPORATION /s/ Lawrence N. Smith ----------------------- Lawrence N. Smith President & Chief Executive Officer Date: May 11, 2001 /s/ Eleanor J. Whitehurst ---------------------------- Eleanor J. Whitehurst Senior Vice President & Chief Financial Officer Date: May 11, 2001 -19-