UNITED STATES SECURITES 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, 2002 -------------- SEVERN BANCORP, INC. - ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 52-1726127 - ------------------------------- --------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1919 A West Street, Annapolis, Maryland 21401 - ------------------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 410-268-4554 -------------------------- Indicted 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 No X -------------- -------------- 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 $0.01 per share, 4,090,092 shares outstanding at June 2, 2002. SEVERN BANCORP, INC. Table of Contents PART I - Financial Information.............................................1 Item 1. Financial Statements .............................................1 Consolidated Statements of Financial Condition....................1 Consolidated Statements of Operations ............................3 Consolidated Statements of Other Comprehensive Income ............4 Consolidated Statements of Cash Flows ............................5 Notes to Consolidated Financial Statements (Unaudited) ...........8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation .......................................................10 Item 3. Quantitative and Qualitative Disclosures About Market Risk ......15 PART II - OTHER INFORMATION ..............................................15 Item 1. Legal Proceedings ...............................................15 Item 2. Changes in Securities and Use of Proceeds .......................15 Item 3. Defaults upon Senior Securities .................................15 Item 4. Submission of Matters to a Vote of Security Holders .............15 Item 5. Other Information ...............................................15 Item 6. Exhibits and Reports on Form 8-K ................................15 SIGNATURES................................................................15 PART I- FINANCIAL INFORMATION Item 1. Financial Statements SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION March 31, December 31, 2002 2001 ---- ---- Unaudited ASSETS Cash $ 1,512,767 $ 1,030,867 Interest bearing deposits in other banks 595,455 1,058,692 Federal funds 5,583,163 3,948,900 Investment securities, held to maturity 9,000,506 7,000,958 Mortgage backed securities held to maturity 183,417 212,021 Loans held for sale, net of unrealized loss of $-0- March 31, 2002 and December 31, 2001 10,726,065 7,498,934 Loans receivable, net 349,655,957 335,142,276 Accrued interest receivable - loans 2,236,854 2,094,588 - mortgage backed securities 1,121 1,330 - investments 94,066 100,895 Foreclosed real estate, net 312,118 312,118 Premises and equipment, at cost, less accumulated depreciation 4,703,141 4,642,481 Mortgage servicing rights 24,290 25,940 Federal Home Loan Bank of Atlanta stock at cost 2,500,000 2,500,000 Deferred income taxes 813,486 813,486 Income taxes receivable -- 950 Prepaid expenses and other assets 187,364 172,082 Goodwill 333,569 333,569 -------------- --------------- Total assets $388,463,339 $366,890,087 ========== ========== The accompanying notes to consolidated financial statements are an integral part of these statements. 1 March 31, December 31, 2002 2001 ---- ---- LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $302,390,607 $286,917,568 Outstanding checks in excess of bank balance 1,788,016 798,088 Federal Home Loan Bank advances 44,000,000 42,000,000 Advance payments by borrowers for expenses 1,265,701 1,007,068 Income taxes payable 1,054,449 174,529 Accounts payable and accrued expenses 1,346,935 1,161,952 ------------- ---------------- Total liabilities 351,845,708 332,059,205 Stockholders' Equity Non-cumulative preferred stock $1.00 par value, Series A 500,000 shares authorized; 200,002 issued and outstanding in 2001 and 2000 200,002 200,002 Additional paid-in capital 3,800,038 3,800,038 Common stock, $.01 par value, 20,000,000 shares authorized; issued and outstanding 4,090,092 March 31, 2002 and 1,352,364 December 31, 2001 40,901 13,524 Additional paid-in capital 11,007,957 10,816,887 Retained earnings (substantially restricted) 21,568,733 20,000,431 ------------ ------------- Total stockholders' equity 36,617,631 34,830,882 ------------ ------------ Total liabilities and stockholders' equity $388,463,339 $366,890,087 ========== ========== 2 SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland CONSOLIDATED STATEMENTS OF OPERATIONS For Three Months Ended March 31, 2002 2001 ---- ---- Interest Income Interest on loans $7,616,363 $6,711,953 Interest on securities available for sale -- 11,840 Interest on securities held to maturity 106,319 123,443 Interest on mortgage backed securities 3,372 4,908 Other interest income 72,946 158,923 ------------ ------------ Total interest income 7,799,000 7,011,067 Interest Expense Interest on deposits 3,090,333 3,365,841 Interest on short term borrowings 94,896 322,313 Interest on long term borrowings 400,268 359,788 --------- --------- Total interest expense 3,585,497 4,047,942 --------- --------- Net interest income 4,213,503 2,963,125 Provision for loan losses 105,000 185,000 ------------ ------------ Net interest income after provision for loan losses 4,108,503 2,778,125 Other Income Gain on sale of loans 305,817 142,766 Real estate commissions 212,133 -- Real estate management fees 81,465 -- Gain on Disposal of Premises & Equip -- 5,656 Mortgage processing and servicing fees 156,347 109,925 All other income 111,544 93,331 ------------ ----------- Net other income 867,306 351,678 Non-Interest Expenses Compensation and related expenses 1,325,410 978,420 Occupancy 122,181 110,727 Net expense of foreclosed real estate (63) 1,222 Other 434,785 332,452 --------- ---------- Total non-interest expenses 1,882,313 1,422,821 ----------- ------------ Income before income tax provision 3,093,496 1,706,982 Income tax provision 1,197,497 659,756 ----------- ---------- Net income $ 1,895,999 $ 1,047,226 ========= ========= Basic earnings per common share $ .45 $ .31 ========= ========= Diluted earnings per common share $ .45 $ .29 ========= ========= The accompanying notes to consolidated financial statements are an integral part of these statements. 3 SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME For Three Months Ended March 31, 2002 2001 ---- ---- Net income $ 1,865,910 $1,047,226 Unrealized holding gain on available for sale securities, net of tax of $6,910 -- 12,827 ------------- ----------- Other Comprehensive Income $ 1,865,910 $ 1,060,053 ============ =========== The accompanying notes to consolidated financial statements are an integral part of these statements. 4 SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland CONSOLIDATED STATEMENTS OF CASH FLOWS For The Three Months Ended March 31, -------------------------------------- 2002 2001 ---- ---- Operating Activities Net income $ 1,895,999 $1,047,226 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities _ Amortization of deferred loan fees (508,938) (301,654) Loan fees deferred 560,647 337,887 Accretion of discount on mortgages (2,067) (3,124) Amortization of premium on investment securities 546 547 Accretion of discount on investment securities (94) (2,635) Accretion of discount on mortgage backed securities (41) (41) Provision for loan losses 105,000 185,000 Provision for losses on foreclosed real estate -- 20,000 Provision for depreciation 66,840 52,247 Gain on sale of loans (305,817) (142,766) Gain on disposal of premises and equipment -- (5,676) Proceeds from loans sold to others 20,028,148 7,015,951 Loans originated for sale (22,957,631) (8,375,945) Principal collected on loans originated for sale 8,169 8,610 Tax effect of preferred stock dividends 34,758 34,758 (Increase) decrease in accrued interest on loans (142,266) 40,513 Decrease in accrued interest on investments 6,829 93,585 Decrease in accrued interest on mortgage backed securities 209 42 Decrease in mortgage servicing rights 1,650 1,650 Decrease in income taxes receivable 950 22,427 Increase in prepaid expenses and other assets (15,282) (863,366) Decrease in accrued interest payable (15,875) (76) Increase in accounts payable and accrued expenses 184,983 327,455 Increase in income taxes payable 879,920 327,472 ---------------- --------------------- Net cash used by operating activities (173,363) (179,913) 5 SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland CONSOLIDATED STATEMENTS OF CASH FLOWS For The Three Months Ended March 31, 2002 2001 ---- ---- Cash Flows from Investing Activities Purchase of investment securities $(4,000,000) $(2,000,000) Proceeds from maturing investment securities 2,000,000 4,892,858 Principal collected on mortgage backed securities 28,645 7,375 Longer term loans originated (43,111,563) (36,405,325) Principal collected on longer term loans 28,400,920 23,641,013 Net decrease in short-term loans 239,318 106,426 Loans purchased (197,000) (405,000) Proceeds from sale of foreclosed real estate - 68,808 Investment in premises and equipment (127,500) (29,184) Proceeds from disposal of premises and equipment -- 15,049 Purchase of Federal Home Loan Bank of Atlanta stock -- (700,000) ------------------ --------- Net cash used by investing activities (16,767,180) (10,807,980) Cash Flows from Financing Activities - ------------------------------------ Net increase in demand deposits, money market, passbook accounts and advances by borrowers for taxes and insurance 18,829,200 8,975,441 Net (decrease) increase in certificates of deposit (3,081,653) 7,798,773 Increase (decrease) in checks outstanding in excess of bank balance 989,928 (3,298,358) Additional borrowed funds 17,000,000 19,000,000 Repayment of borrowed funds (15,000,000) (11,000,000) Cash dividends (335,406) (244,078) Proceeds from exercise of options 191,400 -- Proceeds from exercise of warrants -- 461,630 -------------------- ------------------ Net cash provided by financing activities 18,593,469 21,693,408 ------------ ------------- 6 SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2002 2001 ---- ---- Increase in cash and cash equivalents $ 1,652,926 $ 10,705,515 Cash and cash equivalents at beginning of year 6,038,459 1,007,087 ------------- --------------- Cash and cash equivalents at end of period $ 7,691,385 $ 11,712,602 ========== ========== The Following is a Summary of Cash and Cash Equivalents Cash $ 1,512,767 $ 1,416,897 Interest bearing deposits in other banks 595,455 1,567,356 Federal funds 5,583,163 8,728,349 ------------- ------------------- Cash and cash equivalents reflected on the statement of cash flows $ 7,691,385 $ 11,712,602 ========== ========== Supplemental Disclosure of Cash Flows Information: Cash Paid During Period For: Interest $ 3,588,213 $ 4,042,716 ========== ========== Income taxes $ 285,940 $ 286,500 ========== ========== Transfer from loans to foreclosed real estate $ -- $ 133,076 ========== ========== Transfer from retained earnings to additional paid in capital for 3 for 1 stock split declared in the form of a dividend $ 27,047 $ -- ========== ========== 7 The accompanying notes to consolidated financial statements are an integral part of these statements. SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results of operations for the interim periods presented have been made. Such adjustments were of a normal recurring nature. The results of operations for the three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the fiscal year December 31, 2002 or any other interim period. The consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes which are incorporated by reference in the Company's Annual Report on Form 10 for the year ended December 31, 2001. On February 19, 2002, the Company's Board of Directors declared a 3-for-1 stock split in the form of a 200% stock dividend, which was effective for shares outstanding as of March 1, 2002 and paid on March 15, 2002. All per share data in the accompanying financial statements and all share and per share data in the footnotes have been adjusted to give retroactive effect to this transaction. Note 2 - Cash Flow Presentation For purposes of the statements of cash flows, cash and cash equivalents include cash and amounts due from depository institutions, investments in federal funds, and certificates of deposit with original maturities of 90 days or less. 8 SEVERN BANCORP, INC. AND SUBSIDIARIES Annapolis, Maryland NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 3 - Earnings Per Share Basic EPS is computed based upon income available to common shareholders and the weighted average number of common shares outstanding for the period. Diluted EPS is to reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Information relating to the calculations of net income per share of common stock is summarized for the three month periods ended March 31, as follows: Three Months Ended Three Months Ended March 31, 2002 March 31, 2001 ------------------------------ --------------------------- Net income $ 1,895,999 $ 1,047,226 Less - preferred stock dividends, net of tax (55,242) (55,242) ------------ ------------ Net income available to shareholders $ 1,840,757 991,984 ============ ============ Weighted average shares outstanding Basic EPS 4,057,092 3,239,316 Effect of Dilutive Shares Stock warrants -- 178,595 Stock options 30,224 49,659 ------------ ------------ Adjusted weighted average shares Used for dilutive EPS 4,087,316 3,467,570 ============ ============ 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The Company Severn Bancorp, Inc. ("Bancorp") is a savings and loan holding company charted in the state of Maryland in 1990. It conducts business through three subsidiaries: Severn Savings Bank, FSB (the "Bank"), its principal subsidiary; Louis Hyatt, Inc. t/a Hyatt Real Estate, a real estate brokerage and property management company, which Bancorp acquired in June 2001; and SBI Mortgage Company, which engages in the origination of mortgages not suitable to the Bank. The Bank has two branches in Anne Arundel County, Maryland which offer a full range of deposit products, and the Bank originates mortgages in its primary market of Anne Arundel County, Maryland and, to a lesser extent, in other parts of Maryland, Delaware and Northern Virginia. Forward Looking Statements In addition to the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Bancorp operations and actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences include, but are not limited to, changes in the economy and interest rates in the nation and Bancorp's general market area. The forward-looking statements contained herein include, but are not limited to, those with respect to management's determination of the amount of loan loss allowance; the effect of changes in interest rates; and changes in deposit insurance premiums. Results of Operations Net income for the first quarter of 2002 was $1,895,999, or diluted earnings per share of $.45, as compared to net income of $1,047,226 in the first quarter of 2001, or diluted earnings per share of $.29. This represents an increase of $848,773 or 81% compared with the first quarter of 2001. Earnings per diluted share increased $.16 per diluted share or 55.1% compared with the first quarter of 2001. Net income for the first quarter of 2002 increased significantly above that for the first quarter of 2001 as a result of increases in interest on loans received, an increase in mortgage loans originated and a decrease in interest expense due to the reduction in the interest paid to the depositors of the Bank. The reduction in interest rates resulted in part from the Federal Reserve Board making a total of eleven interest rate cuts throughout 2001. Net interest income (interest earned net of interest charges) totaled $4,213,503 for the first quarter of 2002, compared to $2,963,125 for the first quarter of 2001, representing an increase of $1,250,378 or 42.2%. This increase is a result of both an increase in interest earned on mortgage loans and a reduction in the cost of deposits and borrowings, resulting in an improving net interest margin. Bancorp recorded a loan loss provision of $105,000 in the first quarter of 2002 compared to $185,000 in the first quarter of 2001. This was a reduction of $80,000 or 43.2%, as management determined that the decrease in the contribution to the loan loss provision as compared to the first quarter of 2001 was appropriate after analysis of the general economy, economic trends, inherent risks contained in the portfolio and other factors that Bancorp's management deemed appropriate. For information concerning how Bancorp establishes its provision for loan losses, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our registration statement on Form 10 filed with the Securities and Exchange Commission. 10 Other income totaled $867,306 for the first quarter of 2002, as compared to $351,678 during the first quarter of 2001, an increase of $515,628 or 146.6%. Of this increase, $293,598 was a result of real estate commissions and real estate management fees received from Bancorp's subsidiary, Louis Hyatt, Inc. t/a Hyatt Real Estate, during the first quarter of 2002. That company was acquired by Bancorp in June of 2001. Also, gain on the sale of loans increased by $163,051, or 114.2% over the first quarter of 2001. This increase reflects a large increase in loans originated and sold by the Bank in the secondary market. As a result of increases in mortgage loan originations, mortgage processing and servicing fees increased to $156,347 in the first quarter of 2002 compared to $109,925 in the first quarter of 2001, being a $46,422 or 42.2% increase. All other income increased from $93,331 in the first quarter of 2001 to $111,544 in the first quarter of 2002, which is an increase of 19.5%. Total non-interest expense for the first quarter of 2002 was $1,882,313, which is an increase of $459,492 from the first quarter of 2001 or 32.3%. This increase was primarily in compensation and related expenses, which increased $346,990, or 35.5%, which was the result of the increase in mortgage loan originations between the first quarter of 2001 and the first quarter of 2002. Other expenses also increased from the first quarter of 2001 to the first quarter of 2002 by $102,333 or 30.8%, from $332,452 to $434,785 as a result of increased mortgage origination activity and operating expenses of Hyatt Real Estate. Income Taxes Income tax expense was $1,197,497 for the first quarter of 2002, as compared to $659,756 for the first quarter of 2001, which is an increase of 81%. The effective tax rate for the three months ended March 31, 2002 and 2001 was 38.71% and 38.65%, respectively. Analysis of Financial Condition Total assets at March 31, 2002 increased to $388,463,339 from $366,890,087 at December 31, 2001, representing an increase of $21,573,252 or 5.9%. Loan demand continued to be strong during the first quarter of 2002, as net loans receivable increased to $349,655,957 as of March 31, 2002 from $335,142,276 as of December 31, 2001, which is an increase of $14,513,681 or 4.3%. Loans held for sale as of March 31, 2002 was $10,726,065 which is an increase of $3,227,131 or 43%, above loans for sale in the amount of $7,498,934 as of December 31, 2001. Total deposits as of March 31, 2002 increased to $302,390,607 from $286,917,568 as of December 31, 2001 which represents an increase of $15,473,039 or 5.4%. This increase is attributable to growth in the Bank's money market deposit accounts as the Bank had been promoting such deposit accounts through various advertisements. Federal Home Loan Bank advances increased $2,000,000, or 4.8%, to $44,000,000 as of March 31, 2002 as compared to $42,000,000 as of December 31, 2001. 11 Stockholders Equity Total stockholders equity was $36,617,631 as of March 31, 2002 compared to $34,830,882 as of December 31, 2001, or an increase of $1,786,749 or 5.1%. This increase resulted from an increase in net earnings and, to a lesser extent, certain options were exercised by directors and officers of Bancorp during the first quarter of 2002 resulting in an infusion of capital to Bancorp, offset slightly by dividends paid. Asset Quality Non-accrual loans (those loans 90 or more days in arrears) were $1,203,622 as of March 31, 2002 compared to $2,101,072 as of December 31, 2001. At March 31, 2002 the total allowance for loan losses was $3,458,375, which is ...98% of total loans, compared with $3,353,375, which was .99% of total loans as of December 31, 2001. The adequacy of the allowance is monitored monthly. Bancorp's management believes the allowance is adequate as of March 31, 2002. Liquidity Bancorp's liquidity is determined by its ability to raise funds through loan payments, maturing investments, deposits, borrowed funds, capital, or the sale of loans. Based on the internal and external sources available, Bancorp's liquidity position exceeded anticipated short-term and long-term needs at March 31, 2002. Additionally, loan payments, maturities, deposit growth and earnings contribute a flow of funds available to meet liquidity requirements. In assessing its liquidity the management of Bancorp considers operating requirements, anticipated deposit flows, expected funding of loans, deposit maturities and borrowing availability, so that sufficient funds may be available on short notice to meet obligations as they arise so that Bancorp may take advantage of business opportunities. Management believes it has ample cash flow and liquidity to meet its current commitments. Certificates of deposit, which are scheduled to mature in less than one year at March 31, 2002 totaled $126,400,385. Based on past experience, management believes that a significant portion of such deposits will remain with the Bank. At March 31, 2002, the Company had commitments to originate loans of $787,738 , unused lines of credit of $20,798,544, and commitments under standby letters of credit of $4,485,235. The Bank has the ability to reduce its commitments for new loan originations, adjust other cash outflows, and borrow from the FHLB of Atlanta should the need arise. As of March 31, 2002, outstanding FHLB borrowings totaled $44,000,000, and the Bank had available to it up to an additional $53,000,000 in borrowing availability from the FHLB of Atlanta. Net cash used by operating activities remained relatively unchanged at $173,673 and $179,913 for the three month periods ended March 31, 2002 and March 31, 2001, respectively. Net cash used by investing activities for the quarter ended March 31, 2002 was $16,767,180, an increase of $5,959,200 from $10,807,980 for the quarter ended March 31, 2001. Net cash provided by financing activities was $18,593,469 and $21,693,408 for the current and prior year's quarters, respectively. As a result cash and cash equivalents increased $1,652,926 and $10,705,515 during the respective quarters. Cash provided by increased deposits and borrowed funds was partially offset by net cash used for strong loan origination activity that outpaced principal repayments. 12 Effects of Inflation The Consolidated Financial Statements and related consolidated financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America and practices within the banking industry which require the measurement of financial condition and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Average Balance Sheet The following table presents the distribution of the average consolidated balance sheets, interest income/expense, and annualized yields earned and rates paid through the first three months of the year. [see table on the following page] 13 Severn Bancorp and Subsidiaries Average Balance Sheet Quarter Ended March 31, 2002 Quarter Ended March 31, 2001 Average Rate Average Rate ASSETS Volume Interest Annualized Volume Interest Annualized ------ -------- ---------- ---------------------------- ------------ Loans $352,817,982 $ 7,616,363 8.63% $286,610,177 $ 6,711,953 9.37% Investments 8,998,148 106,319 4.73% 8,257,848 135,283 6.55% Mortgage-backed securities 191,578 3,372 7.04% 278,096 4,908 7.06% Other interest earning 7,763,043 72,946 3.76% 12,706,815 158,923 5.00% ---------------------------- ------------ ---------------------------- ------------ Total interest-earning 369,770,751 7,799,000 8.44% 307,852,937 7,011,067 9.11% Non-interest earning assets 13,796,320 7,461,733 --------------- --------------- Total Assets 383,567,071 315,314,670 =============== =============== LIABILITIES & STOCKHOLDERS' EQUITY Savings & checking 108,726,377 740,062 2.72% 57,563,016 475,083 3.30% Certificates of Deposit 191,959,352 2,350,271 4.90% 183,184,208 2,890,758 6.31% Short-term borrowings 12,000,000 94,896 3.16% 23,000,000 322,313 5.61% Long-term borrowings 31,333,333 400,268 5.11% 23,666,667 359,788 6.08% -------------- ------------ ------------ ---------------------------- ------------ Total interest-bearing liabilities 344,019,062 3,585,497 4.17% 287,413,891 4,047,942 5.63% =============== =============== Non-interest bearing liabilities 3,561,480 2,020,380 Stockholders' equity 35,986,529 25,880,400 Total liabilities & --------------- --------------- stockholders' equity $383,567,071 $315,314,670 =============== =============== Net Interest Income $ 4,213,503 $ 2,963,125 Interest Rate Spread 4.27% 3.48% Net Yield on Interest-Earning Assets 4.56% 3.85% Average interest-earning assets to average interest-bearing liabilities 107.49% 107.11% Legal Proceedings There are various claims pending involving the Bank, arising in the normal course of business. Management believes, based upon consultation with legal counsel, that liabilities arising from these proceedings, if any, are not material to Bancorp's financial condition. 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk There has been no material change in market risk since December 31, 2001, as reported in Bancorp's Form 10 Registration Statement filed with the United States Securities and Exchange Commission on or about April 15, 2002. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. 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. None. 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. SEVERN BANCORP, INC. Registrant /s/ ALAN J. HYATT Date: June 7, 2002 Alan J. Hyatt, President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) /s/ CECELIA LOWMAN Date: June 7, 2002 Cecelia Lowman, Chief Financial Officer (Principal Financial and Accounting Officer)