United States Securities and Exchange Commission Washington, D.C. 20552 FORM 10QSB {x} QUARTERLY REPORT UNDER SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 { } TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCAHANGE ACT For the transition period from to ----------------- ------------------ Commission file Number 0-21885 ------------------------------ Advance Financial Bancorp ------------------------- (Exact name of registrant as specified in its charter) West Virginia 55-0753533 - -------------- ---------- (State or jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1015 Commerce Street, Wellsburg, WV 26070 ----------------------------------------- (Address of principal executive offices) (304) 737-3531 -------------- (Registrant's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subjected to such filing requirements for the past 90 days. Yes x No --- --- State the number of shares outstanding for each of the issuer's classes of common equity as of the latest practicable date: Class: Common Stock, par value $.10 per share Outstanding at November 10, 2001: 932,285 Advance Financial Bancorp Index Page Number ------ Part I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheet ( Unaudited) as of September 30, 2001 and June 30, 2001 3 Consolidated Statement of Income (Unaudited) For the Three Months ended September 30, 2001 and 2000 4 Consolidated Statement of Cash Flows (Unaudited) For the Three Months ended September 30, 2001 and 2000 5 Notes to the Unaudited Consolidated Financial Statements 6-8 Item 2 - Management's Discussion and Analysis 9-13 Part II - OTHER INFORMATION Item 1 - Legal Proceedings 14 Item 2 - Changes in Securities 14 Item 3 - Default Upon Senior Securities 14 Item 4 - Submissions of Matters to a vote of Security Holders 14 Item 5 - Other Information 14 Item 6 - Exhibits and Reports on Form 8-K 14 SIGNATURES 15 ADVANCE FINANCIAL BANCORP CONSOLIDATED BALANCE SHEET (UNAUDITED) SEPTEMBER 30, JUNE 30, 2001 2001 ------------- ------------- Assets Cash and cash equivalents: Cash and amounts due from banks $ 1,353,533 $ 1,177,728 Interest bearing deposits with other institutions 4,024,098 7,375,450 ------------- ------------- Total cash and cash equivalents 5,377,631 8,553,178 ------------- ------------- Investment securities: Securities held to maturity (fair value of $501,596 and $742,057) 500,000 749,934 Securities available for sale 11,174,128 11,147,919 ------------- ------------- Total investment securities 11,674,128 11,897,853 ------------- ------------- Mortgaged-backed securities: Securities held to maturity (fair value of $1,868,470 and $1,601,960) 1,829,968 1,595,349 Securities available for sale 7,846,255 8,383,075 ------------- ------------- Total mortgage-backed securities 9,676,223 9,978,424 ------------- ------------- Loans held for sale 2,211,556 439,949 Loans receivable, (net of allowance for loan losses of $965,910 and $779,170 ) 157,384,463 129,595,542 Office properties and equipment, net 3,797,782 3,828,367 Federal Home Loan Bank Stock, at cost 1,190,000 1,075,000 Accrued interest receivable 1,119,277 1,017,024 Other assets 1,374,235 1,101,725 ------------- ------------- TOTAL ASSETS $ 193,805,295 $ 167,487,062 ============= ============= Liabilities: Deposits $ 155,615,925 $ 130,499,131 Advances from Federal Home Loan Bank 20,000,000 20,000,000 Advance payments by borrowers for taxes and insurance 255,534 146,095 Accrued interest payable and other liabilities 865,489 499,119 ------------- ------------- TOTAL LIABILITIES 176,736,948 151,144,345 ------------- ------------- Stockholders' Equity: Preferred stock, $.10 par value; 500,000 shares authorized, none issued - - Common stock, $.10 par value; 2,000,000 shares authorized 1,084,450 shares issued 108,445 108,445 Additional paid in capital 10,347,266 10,339,790 Retained earnings - substantially restricted 9,220,820 8,806,639 Unallocated shares held by Employee Stock Ownership Plan (ESOP) (402,464) (424,154) Unallocated shares held by Restricted Stock Plan (RSP) (263,326) (316,480) Treasury Stock (152,165 shares at cost) (2,233,265) (2,233,265) Accumulated other comprehensive income 290,871 61,742 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 17,068,347 16,342,717 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 193,805,295 $ 167,487,062 ============= ============= See accompanying notes to the unaudited consolidated financial statements. -3- ADVANCE FINANCIAL BANCORP CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, 2001 2000 ---------- ---------- INTEREST AND DIVIDEND INCOME Loans $2,847,990 $2,542,551 Investment securities 168,339 170,278 Interest-bearing deposits with other institutions 50,107 46,745 Mortgage-backed securities 154,264 59,395 Dividends on Federal Home Loan Bank Stock 21,154 14,579 ---------- ---------- Total interest and dividend income 3,241,854 2,833,548 ---------- ---------- INTEREST EXPENSE Deposits 1,532,529 1,436,647 Advances from Federal Home Loan Bank 295,187 165,010 ---------- ---------- Total interest expense 1,827,716 1,601,657 ---------- ---------- NET INTEREST INCOME 1,414,138 1,231,891 Provision for loan losses 66,300 30,000 ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,347,838 1,201,891 ---------- ---------- NONINTEREST INCOME Service charges on deposit accounts 135,694 105,580 Gain on sale of loans 32,379 5,116 Other income 101,794 72,414 ---------- ---------- Total noninterest income 269,867 183,110 ---------- ---------- NONINTEREST EXPENSE Compensation and employee benefits 524,730 499,490 Occupancy and equipment 196,675 179,432 Professional fees 31,702 29,517 Advertising 21,105 25,646 Data processing charges 64,305 55,554 Other expenses 278,500 236,993 ---------- ---------- Total noninterest expenses 1,117,017 1,026,632 ---------- ---------- Income before income taxes 500,688 358,369 Income taxes 197,852 141,697 ---------- ---------- Income before extaordinary item 302,836 216,672 Extraordinary item- Excess over cost on net assets acquired in merger 201,206 - ---------- ---------- Net Income 504,042 216,672 ========== ========== EARNINGS PER SHARE - INCOME BEFORE EXTRAORDINARY ITEM Basic $ .34 $ .25 Diluted $ .34 $ .25 EARNINGS PER SHARE - NET INCOME Basic $ .57 $ .25 Diluted $ .57 $ .25 See accompanying notes to the unaudited consolidated financial statements. -4- ADVANCE FINANCIAL BANCORP CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED SEPTEMBER 30, 2001 2000 ----------- ----------- OPERATING ACTIVITIES Net Income $ 504,042 $ 216,672 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion, net 149,969 152,024 Provision for loan losses 66,300 30,000 Gain on sale of loans (32,379) (5,116) Extraordinary gain on net assets acquired in merger (201,206) - Origination of loans held for sale (4,693,270) (1,440,984) Proceeds from the sale of loans 2,954,042 875,600 Increase in other assets and liabilities 134,093 (41,324) ----------- ----------- Net cash used in operating activities (1,118,409) (213,128) ----------- ----------- INVESTING ACTIVITIES Investment securities held to maturity: Purchases - - Maturities and repayments 250,000 - Investment securities available for sale: Purchases (256,808) - Maturities and repayments 3,343,200 1,130 Mortgage-backed securities held to maturity: Maturities and repayments 113,740 128,589 Mortgage-backed securities available for sale: Maturities and repayments 683,653 42,457 Purchase of Federal Home Loan Bank Stock (115,000) - Sale of Federal Home Loan Bank Stock 445,900 - Net increase in loans (1,092,113) (2,346,873) Purchases of premises and equipment (73,952) (78,562) ----------- ----------- Net cash provided by (used in) investing activities 3,298,620 (2,253,259) ----------- ----------- FINANCING ACTIVITIES Net increase in deposits 768,242 1,492,482 Net increase in short term advances from FHLB - 1,000,000 Net change in advances for taxes and insurance 3,845 (60,534) Net cash purchase of OSFS stock (6,041,007) - Cash dividends paid (86,838) (85,305) ----------- ----------- Net cash (used in) provided by financing activities (5,355,758) 2,346,643 ----------- ----------- Decrease in cash and cash equivalents (3,175,547) (119,744) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,553,178 5,751,624 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,377,631 $ 5,631,880 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest on deposits and borrowings $ 1,837,498 $ 1,716,612 Income taxes $ 160,230 $ 169,930 See accompanying notes to the unaudited consolidated financial statements. -5- ADVANCE FINANCIAL BANCORP NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION The consolidated financial statements of Advance Financial Bancorp (the "Company"), includes its wholly-owned subsidiary, Advance Financial Savings Bank (the "Bank"), and its wholly-owned subsidiary, Advance Financial Service Corporation of West Virginia. All significant intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments, which are, in the opinion of management, necessary for a fair statement of results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the fiscal year ended June 30, 2002 or any other interim period. These statements should be read in conjunction with the consolidated statements of and for the year ended June 30, 2001 and related notes which are included on the Form 10-KSB (file no. 0-21885). NOTE 2 - EARNINGS PER SHARE There were no convertible securities, which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statement of Income will be used as the numerator. The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation. Three Months Ended September 30 2001 2000 ---------- ---------- Weighted-average common shares outstanding 1,084,450 1,084,450 Average treasury stock shares (152,165) (152,165) Average unearned ESOP and RSP shares (49,712) (57,048) ---------- ---------- Weighted-average common shares and common stock equivalents used to calculate basic earnings per share 882,573 875,237 Additional common stock equivalents (stock options) used to calculate diluted earnings per share - - ---------- ---------- Weighted-average common shares and common stock equivalents used to calculate diluted earnings per share 882,573 875,237 ========== ========== -6- NOTE 3 - COMPREHENSIVE INCOME Other accumulated comprehensive income consists solely of net unrealized gains and losses on available for sale securities. For the three months ended September 30, 2001, comprehensive income totaled $733,171. For the three months ended September 30, 2000, comprehensive income totaled $295,175. NOTE 4 - MERGER As of the close of business September 7, 2001, the Company acquired all of the outstanding stock of Ohio State Financial Services "OSFS". The total cost of the acquisition by the Company was $7,861,147. The acquisition was a cash purchase of all outstanding stock of OSFS and was accounted for under the purchase method of accounting. The Consolidated Statement of Income for the three-month period ended September 30, 2001, includes the results of operation of the acquired institution from September 8, 2001. OSFS was a bank holding company for Bridgeport Savings and Loan, which had branch offices in Bridgeport and Shadyside, Ohio. The merger was entered into to enhance the Company's return on equity by geographical diversification, more profitable deployment of excess capital and market area expansion. The following is a proforma Statement of Income of Income for the three-month periods ended September 30, 2001 and 2000. The proforma statements are intended to present the business combination's effect on earnings per share for the comparable periods had both entities been combined a the start of each period. PROFORMA THREE-MONTHS ENDED SEPTEMBER 30, 2001 2000 ---------- ---------- Total Interest Income $3,661,336 $3,431,585 Total Interest Expense 2,007,200 1,859,729 ---------- ---------- Net Interest Income 1,654,136 1,571,856 Provision for loan losses 97,215 30,000 ---------- ---------- Net Interest Income after Provision for Loan Losses 1,556,921 1,541,856 ---------- ---------- Noninterest Income 275,627 194,620 Noninterest Expense 1,317,624 1,274,127 ---------- ---------- Income before income taxes 514,924 462,349 Income taxes 198,241 178,654 ---------- ---------- Net Income $ 316,683 $ 283,695 ========== ========== Earnings per share: Basic $ 0.36 $ 0.32 Diluted $ 0.36 $ 0.32 -7- NOTE 5 - EXTRAORDINARY ITEM As a result of the merger with OSFS, the fair market value of the net assets acquired by the Company from OSFS exceeded the amount paid by approximately $2,697,000. In accordance with FASB 141, the excess was allocated as a pro rata reduction of the amounts assigned to all nonfinancial and noncurrent assets. This pro rata allocation accounted for approximately $2,496,000 of the excess to be reduced. The remaining portion of the excess, $201,206, was recognized as an extraordinary gain for the period ended September 30, 2001. NOTE 6 - PRESS RELEASE CORRECTION On November 2, 2001, the Company issued a press release for the quarter ending September 30, 2001. The amounts as previously reported in the press release are corrected as set forth below: AS PREVIOUSLY REPORTED ON CORRECTED NOVEMBER 2, 2001 AMOUNTS ------------------------------- BALANCE SHEET Investment Securities 22,520 22,540 Loans 156,763 157,384 Total Assets 193,515 193,805 Deposits 155,527 155,616 Shareholder Equity 16,867 17,068 STATEMENT OF INCOME Extraordinary item - excess over cost on net assets acquired in merger - 201 Net Income 303 504 Basic Earnings per share - net income .34 .57 Diluted Earnings per share - net income .34 .57 -8- MANAGEMENT'S DISCUSSION AND ANALYSIS The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control costs and expenses, and general economic conditions The Company conducts no significant business or operations of its own other than holding all of the outstanding stock of the Advance Financial Savings Bank (the "Bank"). As a result, references to the Company generally refer to the Bank unless the context indicates otherwise. OVERVIEW - -------- On September 7, 2001, the Company's growth was bolstered by the completion of the acquisition of Ohio State Financial Services, Inc ("OSFS") and its wholly owned subsidiary Bridgeport Savings and Loan Association. The acquisition was accounted for under the purchase method of accounting in a cash transaction. As a result of the completion of the acquisition, the Company paid $7.8 million to the shareholders of OSFS. With the completion of the acquisition, the Company added two additional branches located in Bridgeport and Shadyside, Ohio bringing the total branch locations of the Company to five. The results of operations from September 8, 2001 include the operations of OSFS. COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30,2001 AND JUNE 30, 2001 - ------------------------------------------------------------------------ The Company's total assets increased by approximately $26,318,000 to $193,805,295 at September 30, 2001, from $167,487,062 at June 30, 2001 as a result of the acquisition of OSFS which increased assets $24,935,000, net of $7,861,000 of cash paid for the acquisition. . Loans receivable, net and deposits grew to $157,384,463 and $155,615,925, respectively at September 30, 2001 from $129,595,542 and $130,499,131, respectively at June 30, 2001. The acquisition of OSFS contributed $26,763,000 to loans receivable, net consisting primarily of $25,300,000 in 1-4 family and construction loans and $700,000 in automobile loans. Additionally, the OSFS acquisition contributed approximately $24,349,000 to deposits, consisting primarily of 12,630,000 in core savings and NOW accounts and $11,719,000 in certificates of deposit. Stockholders' Equity increased approximately $725,600 to $17,068,347 at September 30, 2001 from $16,342,717 at June 30, 2001. This increase was the result of net income of $504,000 for the period, of which $201,200 relates to an extraordinary gain as a result of the merger, the recognition of shares in the Employee Stock Ownership Plan and Restricted Stock Plan of $79,400, and an increase in the net unrealized gain on securities of $229,000 were offset by the payment of cash dividends of $86,800. COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, - -------------------------------------------------------------------------------- 2001 AND 2000 - ------------- Net interest income increased $182,000 or 14.79%, to $1,414,000 for the three months ended September 30, 2001 from $1,232,000 for the comparable period ended 2000. The increase in net interest income resulted primarily from an increase in the average volume of the underlying principle balances in interest earning assets and liabilities. The net interest spread for the three months ended September 30, 2001 decreased to 2.93% from 3.04% for the comparable period ended 2000. See "Average Balance Sheet" for the three-month periods ended September 30, 2001 and 2000. -9- The provision for loan losses increased $36,300 to $66, 300 for the three months ended September 30, 2001 from $30,000 for the comparable period ended 2000. The increase is primarily the result of increasing delinquencies in the Company's loan portfolio as nonperforming loans to total net loans have increased to 1.63% at September 30, 2001 from .92% for the comparable period ended 2000. See "Risk Elements". Noninterest income increased $87,000 or 47.38%, to $270,000 for the three months ended September 30, 2001 from $183,000 for the comparable period ended 2000. For the three month period of 2001, miscellaneous fees and fees on deposit accounts increased by $51,000 as a result of increased core customers and related activity. Gains on sales of fixed rate loans and related servicing rights increased $38,000 due to the current fixed rate mortgage loan environment in comparison to the comparable period ended 2000. Noninterest expense increased $90,000 or 8.80%, to $1,117,000 for the three months ended September 30, 2001 from $1,027,000 for the comparable 2000 period. For the three month period ended September 30, 2001, compensation and employee benefits increased a net $25,000 or 5.05%. The increase in compensation and employee benefits totalled $44,000 due to the hiring of employees to operate the two branches created by the merger of OSFS and additional cost of living increases for other full time employees. This increase was offset by an increase of $19,000 in deferred labor costs as a result of increased loan production. For the three period ended September 30, 2001, occupancy and equipment increased $17,000. The increase is due in part to the operation of the two branches created by the merger with OSFS, as well as, an increase in depreciation on equipment and an increase on the property tax assessment of the Company's Wintersville facility. Other Expenses have increased $42,000 for the three month period ended September 30, 2001. The increase in other expense is due to an increase in supplies, telephone and postage of $12,000, an increase in fees paid for ATM and consumer card usage of $13,000 and increase in charges from the Federal Reserve for item processing of $9,000. Each of these increases are related to customer activity due to the increase in the Company's core customers. In addition, state franchise taxes have increased $3,000 due to an increase in the Company's capital. Board and committee fees have increased $4,000 primarily as a result of the creation of the advisory board made up of nonemployee directors of the former OSFS. Net income was bolstered for the period ending September 30, 2001 by an extraordinary gain as a result of the merger with OSFS. The gain of $201,206 was the result of an excess over cost of the fair value of the net assets acquired in the merger. See Note 5 to the financial statements for a complete discussion. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- As of September 30, 2001, the Company had commitments to fund loans of approximately $2,277,000. These loan commitments are expected to be funded by October 31, 2001. Management monitors both the Company's and the Bank's total risk-based, Tier I risk-based and Tier I leveraged capital ratios in order to assess compliance with regulatory guidelines. At September 30, 2001, both the Company and the Bank exceeded the minimum risk-based and leveraged capital ratio requirements. The Company's and the Bank's total risk-based, Tier I risk-based and Tier I leverage ratios are 13.75%, 13.00%, 8.66% and 11.85%, 11.10%, and 7.35%, respectively, at September 30, 2001. -10- Average Balance Sheet for the Three-Month Period Ended September 30 The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from month-end balances. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Period Ended September 30, ------------------------------------------------------------------------------- 2001 2000 ------------------------------------- ------------------------------------ Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ----------- ---------- ----------- -------- -------- ----------- Interest-earning assets: Loans receivable (1) $136,211 $2,848 8.36% $120,805 $2,543 8.42% Investment securities (2) 19,094 240 5.02% 14,123 232 6.56% Mortgage-backed securities 9,663 154 6.39% 3,553 59 6.69% -------- ------ ------ -------- ------ ------ Total interest-earning assets 164,968 3,242 7.86% 138,481 2,834 8.18% ------ ------ ------ ------ Non-interest-earning assets 7,152 7,177 -------- -------- Total assets $172,120 $145,658 ======== ======== Interest-bearing liabilities: Interest-bearing demand deposits $ 21,043 142 2.69% $ 19,622 173 3.53% Certificates of deposit 86,604 1,247 5.76% 76,649 1,138 5.94% Savings deposits 20,683 144 2.79% 17,629 126 2.85% FHLB borrowings 20,000 295 5.90% 10,667 165 6.19% -------- ------ ------ -------- ------ ------ Total interest-bearing liabilities 148,330 1,828 4.93% 124,567 1,602 5.14% ------ ------ ------ ------ Non-interest bearing liabilities 7,244 5,876 -------- -------- Total liabilities 155,574 130,443 Stockholders' equity 16,546 15,215 -------- -------- Total liabilities and stockholders' equity $172,120 $145,658 ======== ======== Net interest income $ 1,414 $1,232 ======= ====== Interest rate spread (3) 2.93% 3.04% ====== ====== Net yield on interest-earning assets (4) 3.43% 3.56% ====== ====== Ratio of average interest-earning assets to average interest-bearing liabilities 111.22% 111.17% ====== ====== - ------------------------------------------- (1) Average balances include non-accrual loans. (2) Includes interest-bearing deposits in other financial institutions and FHLB stock. (3) Interest-rate spread represents the difference between the average yield on interest earning assets and the average cost of interest-bearing liabilities. (4) Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets. -11- RISK ELEMENTS - ------------- The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days past due, other real estate loans and repossessed assets. A loan is classified as nonaccrual when, in the opinion of management, there are serious doubts about collectibility of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deterioration of the borrower. September 30, June 30, 2001 2001 ------------- -------- Loans on a nonaccrual basis $1,737 $ 535 Loans past due 90 days or more and still accruing 826 668 ------ ------- Total nonperforming loans 2,563 1,203 ------ ------- Other real estate 425 355 Repossessed assets 23 13 ------ ------- Total nonperforming assets $3,011 $1,571 ------ ------- Nonperforming loans as a percentage of total net loans 1.63% 0.92% ====== ======= Nonperforming assets as a percentage of total assets 1.56% 0.94% ====== ======= Allowance for loan losses to nonperforming loans 37.69% 64.77% ====== ======= As of September 30, 2001, the total investment in impaired loans was $513,509, and such amount was subject to a specific allowance for loan losses of $131,527. The average investment in impaired loans for the quarter ended September 30, 2001 was $513,509. The interest income potential based upon the original terms of the contracts of these impaired loans was $11,920 for the quarter ended September 30, 2001. No interest income on these impaired loans was recognized during the quarter. Nonaccrual loans , net of the impaired loans discussed above, consist of $733,000 in one to four family residential mortgages, $42,000 in multi-family mortgages and $448,000 in non-residential real estate mortgages at September 30, 2001. Management regularly performs an analysis to identify the inherent risks of loss in its loan portfolio. This evaluation includes evaluations of concentrations of credit, past loss experience, current economic conditions, amount and composition of loan portfolio (including loans being specifically monitored by management), estimated fair value of underlying collateral, loan commitments outstanding, delinquencies, and other information available at such times. The Company monitors its allowance for loan losses and makes future adjustments to the allowance through the provision for loan losses as economic conditions dictate. Management continues to offer a wide variety of loan products. Although the Company maintains its allowance for loan losses at a level that it considers to be adequate to provide for the inherent risk of loss in its portfolio, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods due to the higher degree of credit risk included in the loan portfolio. -12- The following is a breakdown of the loan portfolio composition at September 30, 2001 and June 30, 2001: September 30, June 30, 2001 2001 ------------ ----------- Mortgage loans: 1-4 family $ 89,437,841 $64,696,315 Multi-family 6,129,596 6,002,553 Non-residential 27,626,371 27,956,885 Construction 3,058,400 2,455,751 ------------ ------------ 126,252,208 101,111,504 ------------ ------------ Consumer Loans: Home Improvement 1,103,551 1,208,279 Automobile 14,613,324 13,000,468 Share loans 1,384,068 1,594,755 Other 2,626,786 2,778,630 ------------ ------------ 19,727,729 18,582,132 ------------ ------------ ------------ ------------ Commercial Loans 14,678,540 12,651,451 ------------ ------------ Less: Loans in process 2,233,354 1,861,360 Net deferred loan fees 74,750 109,015 Allowance for loan losses 965,910 779,170 ------------ ------------ 3,274,014 2,749,545 ------------ ------------ Total $157,384,463 $129,595,542 ============ ============ -13- PART II - OTHER INFORMATION Item 1 - Legal Proceedings NONE Item 2 - Changes in securities NONE Item 3 - Defaults upon senior securities NOT APPLICABLE 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) List of Exhibits: 3 (i) Certificate of Incorporation of Advance Financial Bancorp * 3 (ii) Amended Bylaws of Advance Financial Bancorp ***** 4 (i) Specimen Stock Certificate * 4 (ii) Shareholders Rights Plan ** 10 Employment Agreement between the Bank and Stephen M. Gagliardi *** 10.1 1998 Stock Option Plan **** 10.2 Restricted Stock Plan and Trust Agreement **** (b) None - --------------------------------------------- * Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-13021) declared effective by the SEC on November 12, 1996. ** Incorporated by reference to the Form 8-K ( File No. 0-21885) filed July 17, 1997. *** Incorporated by reference to the June 30, 1997 Form 10K-SB (File No. 0-21885) filed September 23, 1997. **** Incorporated by reference to the proxy statement for the Special Meeting of the Stockholders on January 20, 1998 and filed with the SEC on December 12, 1997. *****Incorporated by reference to the June 30, 1999 Form 10KSB (File No. 0-21885) filed on . September 28, 1999. -14- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. Advance Financial Bancorp Date: November 13, 2001 By:/s/Stephen M. Gagliardi ------------------------------------------ Stephen M. Gagliardi President and Chief Executive Officer Date: November 13, 2001 By:/s/Stephen M. Magnone ------------------------------------------ Stephen M. Magnone Vice President and CFO -15-