UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission file number 0-8144 F.N.B. CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 25-1255406 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2150 Goodlette Road North, Naples, FL 34102 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (239) 262-7600 ---------------------------------------------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 2003 ----- ----------------------------- Common Stock, $0.01 Par Value 43,945,293 Shares - ----------------------------- ----------------- F.N.B. CORPORATION FORM 10-Q March 31, 2003 INDEX PAGE PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 2 Consolidated Statements of Income 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5 Independent Accountants' Review Report 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosure of Market Risk 21 Item 4. Controls and Procedures 21 PART II - OTHER INFORMATION Item 1. Legal Proceedings 22 Item 2. Changes in Securities 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Submission of Matters to a Vote of Security Holders 22 Item 5. Other Information 22 Item 6. Exhibits and Reports on Form 8-K 22 Signatures 24 F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Dollars in thousands, except par values Unaudited MARCH 31, DECEMBER 31, 2003 2002 ----------- ------------ ASSETS Cash and due from banks $ 239,298 $ 246,802 Interest bearing deposits with banks 2,987 3,778 Federal funds sold 1,246 8,981 Mortgage loans held for sale 18,761 24,177 Securities available for sale 1,673,424 1,026,191 Securities held to maturity (fair value of $49,478 and $50,517) 48,088 48,992 Loans, net of unearned income of $33,174 and $75,746 5,419,087 5,220,504 Allowance for loan losses (71,200) (68,406) ----------- ----------- NET LOANS 5,347,887 5,152,098 ----------- ----------- Premises and equipment 199,302 163,709 Goodwill 190,312 88,425 Other assets 356,705 327,079 ----------- ----------- TOTAL ASSETS $ 8,078,010 $ 7,090,232 =========== =========== LIABILITIES Deposits: Non-interest bearing $ 1,027,742 $ 924,090 Interest bearing 5,039,351 4,502,067 ----------- ----------- TOTAL DEPOSITS 6,067,093 5,426,157 Other liabilities 95,962 99,052 Short-term borrowings 565,945 515,780 Long-term debt 615,369 450,647 Mandatorily redeemable capital securities of subsidiary trusts 125,000 ----------- ----------- TOTAL LIABILITIES 7,469,369 6,491,636 ----------- ----------- STOCKHOLDERS' EQUITY Preferred stock - $0.01 par value Authorized - 20,000,000 shares Issued - 86,445 and 118,025 shares Aggregate liquidation value - $2,161 and $2,951 1 1 Common stock - $0.01 par value Authorized - 500,000,000 shares Issued - 44,165,691 and 44,162,460 shares 442 442 Additional paid-in capital 517,069 516,186 Retained earnings 84,508 73,363 Accumulated other comprehensive income 14,943 17,335 Treasury stock - 294,660 and 300,425 shares at cost (8,322) (8,731) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 608,641 598,596 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,078,010 $ 7,090,232 =========== =========== Note: The Balance Sheet at December 31, 2002 has been derived from the audited financial statements at that date. See accompanying Notes to Consolidated Financial Statements 2 F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Dollars in thousands, except per share data Unaudited THREE MONTHS ENDED March 31, ------------------------ 2003 2002 --------- --------- INTEREST INCOME Loans, including fees $ 90,764 $ 92,619 Securities: Taxable 11,212 9,978 Nontaxable 1,865 2,046 Dividends 635 598 Other 34 802 --------- --------- TOTAL INTEREST INCOME 104,510 106,043 --------- --------- INTEREST EXPENSE Deposits 23,678 31,103 Short-term borrowings 2,073 2,529 Long-term debt 5,536 4,906 Capital securities of subsidiary trust 86 --------- --------- TOTAL INTEREST EXPENSE 31,373 38,538 --------- --------- NET INTEREST INCOME 73,137 67,505 Provision for loan losses 5,859 4,191 --------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 67,278 63,314 --------- --------- NON-INTEREST INCOME Service charges 12,424 10,622 Insurance premiums, commissions and fees 8,463 9,472 Securities commissions and fees 1,904 1,383 Trust 2,392 2,397 Gain on sale of securities 693 175 Gain on sale of mortgage loans 2,708 1,006 Other 3,452 2,889 --------- --------- TOTAL NON-INTEREST INCOME 32,036 27,944 --------- --------- 99,314 91,258 --------- --------- NON-INTEREST EXPENSES Salaries and employee benefits 36,767 33,142 Net occupancy 5,051 4,394 Equipment 5,456 5,011 Merger 1,014 41,855 Other 17,250 17,828 --------- --------- TOTAL NON-INTEREST EXPENSES 65,538 102,230 --------- --------- INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) 33,776 (10,972) Income taxes (benefit) 10,448 (2,089) --------- --------- NET INCOME (LOSS) $ 23,328 $ (8,883) ========= ========= NET INCOME (LOSS) PER COMMON SHARE: * Basic $ .51 $ (.19) ========= ========= Diluted $ .50 $ (.19) ========= ========= CASH DIVIDENDS PER COMMON SHARE * $ .21 $ .18 ========= ========= * Restated to reflect a 5 percent stock dividend declared on April 28, 2003. See accompanying Notes to Consolidated Financial Statements 3 F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Dollars in thousands Unaudited THREE MONTHS ENDED -------------------------- MARCH 31, -------------------------- 2003 2002 --------- --------- OPERATING ACTIVITIES Net (loss) income $ 23,328 $ (8,883) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,739 5,450 Provision for loan losses 5,859 4,191 Deferred taxes 1,760 (7,491) Net gain on sale of securities (693) (175) Net gain on sale of mortgage loans (2,708) (1,006) Proceeds from sale of mortgage loans 142,391 18,823 Mortgage loans originated for sale (134,267) (19,367) Net change in: Interest receivable (2,095) (1,140) Interest payable (238) (685) Other, net (13,936) 9,205 --------- --------- Net cash flows from operating activities 24,140 (1,078) --------- --------- INVESTING ACTIVITIES Net change in: Interest bearing deposits with banks 791 (5,080) Federal funds sold 8,981 (103,847) Loans (33,292) (104,204) Securities available for sale: Purchases (358,709) (180,412) Sales 43,762 125,695 Maturities 125,069 77,078 Securities held to maturity: Purchases (3,693) Maturities 904 2,546 Increase in premises and equipment (4,156) (8,848) Increase in intangibles (29) (49,098) Net cash paid for mergers and acquisitions (141,708) (66,000) --------- --------- Net cash flows from investing activities (358,387) (315,863) --------- --------- FINANCING ACTIVITIES Net change in: Non-interest bearing deposits, savings and NOW 141,334 178,375 Time deposits 18,101 40,313 Short-term borrowings 29,927 46,171 Increase in long-term debt 33,190 1,903 Decrease in long-term debt (9,918) (1,746) Increase in capital securities of subsidiary trust 125,000 Net issuance of treasury stock (1,203) (2,126) Cash dividends paid (9,688) (8,399) --------- --------- Net cash flows from financing activities 326,743 254,491 --------- --------- NET DECREASE IN CASH AND DUE FROM BANKS (7,504) (62,450) Cash and due from banks at beginning of period 246,802 246,781 --------- --------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 239,298 $ 184,331 ========= ========= See accompanying Notes to Consolidated Financial Statements 4 F.N.B. CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 2003 BUSINESS F.N.B. Corporation (the Corporation) is a diversified financial services company headquartered in Naples, Florida. The Corporation owns and operates regional community banks, an insurance agency, a consumer finance company and First National Trust Company. It has full service banking offices located in Florida, Pennsylvania and Ohio and consumer finance operations in Pennsylvania, Ohio and Tennessee. BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Corporation and its subsidiaries. All significant inter-company balances and transactions have been eliminated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could materially differ from those expressed or implied. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform with current year presentation. The reclassification had no impact on total assets, liabilities, stockholders' equity, net income or cash flows. COMMON STOCK DIVIDEND On April 28, 2003, the Corporation declared a 5 percent common stock dividend payable on May 31, 2003 to shareholders of record as of May 15, 2003. Per share amounts have been adjusted for the 5 percent stock dividend declared on April 28, 2003. MERGERS AND ACQUISITIONS On March 31, 2003, the Corporation completed its business combination with Charter Banking Corp. (Charter), a bank holding company headquartered in Tampa, Florida, with assets of $795.6 million. In exchange for all of the outstanding common stock of Charter, the Corporation paid $150.2 million. The transaction, which was accounted for as a purchase, resulted in the recognition of approximately $101.9 million in Goodwill and $1.1 million in Core Deposit Intangibles. The transaction was funded primarily through the issuance of $125.0 million of capital securities of a subsidiary trust and $25.2 million from the Corporation's existing lines of credit with several major domestic banks. Charter's banking subsidiary, Southern Exchange Bank, is expected to be merged into the Corporation's existing subsidiary, First National Bank of Florida, during the fourth quarter of 2003. The Corporation incurred and paid merger related costs of $1.0 million in connection with its acquisition of Charter. These costs were related to employment expenses. The Corporation regularly evaluates the potential acquisition of, holds discussions with, various acquisition candidates and as a general rule the Corporation publicly announces such acquisitions only after a definitive agreement has been reached. 5 CAPITAL SECURITIES OF SUBSIDIARY TRUST During the first quarter of 2003, $125.0 million of corporation-obligated mandatorily redeemable capital securities (capital securities) of a subsidiary trust holding solely junior subordinated debt securities of the Corporation (debentures) were issued by F.N.B. Statutory Trust I (Statutory Trust). The Corporation owns 100% of the common equity of the Statutory Trust. The Statutory Trust was formed for the sole purpose of issuing the capital securities and investing the proceeds from the sale of such capital securities in the debentures. The debentures held by the Statutory Trust are its sole assets. Distributions on the capital securities issued by the Statutory Trust are payable quarterly at a rate per annum equal to the interest rate being earned on the debentures held by the Statutory Trust and are recorded as interest expense by the Corporation. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. The capital securities bear interest at a floating rate per annum equal to the 3-month LIBOR plus 325 basis points. The rate in effect at March 31, 2003 was 4.56%. The Corporation has entered into agreements which, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of each of the guarantees. The debentures held by the Statutory Trust qualify as Tier 1 capital under Federal Reserve Board guidelines and are first redeemable, in whole or in part, by the Corporation on or after March 31, 2008. NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards (FAS) No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" was issued in December 2002. It provides alternative methods of accounting for stock-based employee compensation. In addition, it amends disclosure requirements in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. The Corporation continues to account for its stock-based compensation plans under Opinion 25. Therefore, FAS 148 is not expected to have a material impact on the Corporation's financial results. FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" was issued in January 2003. Interpretation 46 addresses consolidation by business enterprises of variable interest entities which have certain characteristics. Interpretation 46 applies immediately to variable interest entities created after January 31, 2003. It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that is acquired before February 1, 2003. The Corporation has limited partnership investments in affordable housing projects, for which it provides funding as a limited partner and receives tax credit for any losses incurred by the projects based on its partnership share. At March 31, 2003, the Corporation had recorded investments in other assets on its balance sheet of approximately $1.4 million associated with these investments. The Corporation currently adjusts the carrying value of these investments for any losses incurred by the limited partnership through earnings. While these entities may be considered variable interest entities, they were acquired prior to February 1, 2003 and do not have the characteristics required for consolidation. EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income, adjusted for declared dividends on preferred stock, by the weighted average number of shares of common stock outstanding. 6 Diluted earnings per common share is calculated by dividing net income by the weighted average number of shares of common stock outstanding, assuming conversion of outstanding convertible preferred stock from the beginning of the year and the exercise of stock options and warrants. Such adjustments to net income and the weighted average number of shares of common stock are made only when such adjustments dilute earnings per share. The following tables set forth the computation of basic and diluted earnings per share (dollars in thousands, except per share data): Three Months Ended March 31, ------------------------------- 2003 2002 ------------ ------------ BASIC Net income $ 23,328 $ (8,883) Less: Preferred stock dividends declared (54) (66) ------------ ------------ Earnings applicable to basic earnings per share $ 23,274 $ (8,817) ============ ============ Average common shares outstanding 46,043,113 45,959,904 ============ ============ Earnings per share $ .51 $ (.19) ============ ============ Three Months Ended March 31, ------------------------------ 2003 2002 ------------------------------ DILUTED Earnings applicable to diluted earnings per share $ 23,328 $ (8,883) ============ ============ Average common shares outstanding 46,043,113 45,959,904 Series A convertible preferred stock 18,825 18,030 Series B convertible preferred stock 254,438 360,442 Net effect of dilutive stock options and stock warrants based on the treasury stock method 579,063 710,161 ------------ ------------ 46,895,439 47,048,537 ============ ============ Earnings per share $ .50 $ (.19) ============ ============ STOCK-BASED COMPENSATION In accordance with FAS 148, the following table shows pro-forma net income and earnings per share assuming stock options had been expensed based on the fair value of the options granted along with significant assumptions used in the Black-Scholes option pricing model (dollars in thousands, except per share data). 7 Three Months Ended March 31, --------------------------- 2003 2002 ---------- --------- Net income (as reported) $ 23,328 $ (8,883) Compensation expense, net of tax (505) (502) ---------- --------- Pro forma net income 22,823 (9,385) Earnings per share: Basic .51 (0.19) Basic pro forma .50 (0.20) Diluted .50 (0.19) Diluted pro forma .49 (0.20) Assumptions Risk-free interest rate 2.93% 3.92% Dividend yield 2.95% 3.20% Expected stock price volatility 0.21% .17% Expected life (years) 5.00 5.00 Fair value of options granted $ 4.30 $ 4.56 CASH FLOW INFORMATION Following is a summary of supplemental cash flow information (in thousands): Three Months Ended March 31, -------------------- 2003 2002 ------- ------- Cash paid for: Interest $31,611 $39,223 Income taxes 3,609 3,287 Noncash Investing and Financing Activities: Acquisition of real estate in settlement of loans 531 242 Loans granted in the sale of other real estate 10 10 COMPREHENSIVE INCOME The components of comprehensive income, net of related tax, are as follows (in thousands): Three Months Ended March 31, ----------------------- 2003 2002 ----------------------- Net income (loss) $ 23,328 $ (8,883) Other comprehensive income: Unrealized gains on securities: Unrealized holding gains (losses) arising during the period (1,857) (3,939) Less: reclassification adjustment for gains included in net income (535) (115) -------- -------- Other comprehensive income (2,392) (4,054) -------- -------- Comprehensive income $ 20,936 $(12,937) ======== ======== 8 BUSINESS SEGMENTS The Corporation operates in three reportable segments: community banks, insurance agencies and consumer finance. The Corporation's community bank subsidiaries offer services traditionally offered by full-service commercial banks, including commercial and individual demand and time deposit accounts and commercial, mortgage and individual installment loans. In addition to traditional banking products, the Corporation's community bank subsidiaries offer various alternative products, including securities brokerage and investment advisory services, mutual funds, insurance and annuities. The Corporation's insurance agencies are full-service insurance agencies offering all lines of commercial and personal insurance through major carriers. The Corporation's consumer finance subsidiary is primarily involved in making personal installment loans to individuals with approximately 15 percent of its volume being derived from the purchase of installment sales finance contracts from retail merchants. This activity is funded through the sale of the Corporation's subordinated notes at the finance company's branch offices as well as select financial service centers in Florida. The following tables provide financial information for these segments of the Corporation (in thousands). Other items shown in the tables below represent the parent company, other non-bank subsidiaries and eliminations, which are necessary for purposes of reconciling to the consolidated amounts. 9 At or for the three months Community Insurance Finance All ended March 31, 2003 Banks Agencies Company Other Consolidated ---------- --------- -------- --------- ------------ Interest income $ 95,828 $ 54 $ 7,071 $ 1,557 $ 104,510 Interest expense 30,560 16 1,443 (646) 31,373 Provision for loan losses 4,469 1,390 5,859 Non-interest income 20,475 7,290 468 3,803 32,036 Non-interest expense 48,156 5,966 3,118 8,298 65,538 Merger expenses 1,014 1,014 Intangible amortization 717 81 23 821 Income tax expense (benefit) 10,349 553 583 (1,037) 10,448 Net income (loss) 22,770 809 1,004 (1,255) 23,328 Total assets 7,749,576 34,895 145,552 147,987 8,078,010 Goodwill 175,531 12,972 1,809 190,312 At or for the three months Community Insurance Finance All ended March 31, 2002 Banks Agencies Company Other Consolidated ---------- --------- -------- --------- ------------ Interest income $ 99,459 $ 28 $ 6,870 $ (314) $ 106,043 Interest expense 36,318 28 1,715 477 38,538 Provision for loan losses 2,767 1,424 4,191 Non-interest income 14,609 8,156 479 4,700 27,944 Non-interest expense 66,795 5,674 3,253 26,508 102,230 Merger expenses 22,250 126 19,479 41,855 Intangible amortization 767 16 31 23 837 Income tax expense (credit) 3,109 969 357 (6,524) (2,089) Net income (loss) 5,079 1,513 600 (16,075) (8,883) Total assets 6,555,419 30,748 141,456 3,878 6,731,501 Goodwill 69,240 12,132 1,778 83,150 10 INDEPENDENT ACCOUNTANTS' REVIEW REPORT The Board of Directors F.N.B. Corporation We have reviewed the accompanying consolidated balance sheets of F.N.B. Corporation and subsidiaries (Company) as of March 31, 2003 and 2002, and the related consolidated statements of income and cash flows for the three-month periods then ended. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of F.N.B. Corporation and subsidiaries as of December 31, 2002, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated February 8, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ERNST & YOUNG LLP Birmingham, Alabama April 17, 2003 11 PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FINANCIAL INFORMATION SUMMARY Net income was $23.3 million for the first three months of 2003 compared to a net loss of $8.9 million for the first three months of 2002. Diluted earnings per share were $.50 for the first three months of 2003 compared to a net loss of $.19 for the period ending March 31, 2002. Earnings for the three months ended March 31, 2003 and 2002, were reduced by pre-tax merger expenses of $1.0 million and $41.9 million, or $.01 and $.65 per diluted share on an after tax basis, respectively. These per share amounts have been adjusted for the 5 percent stock dividend declared on April 28, 2003, that is payable on May 30, 2003 to shareholders of record on May 15, 2003. HIGHLIGHTS FOR THE FIRST THREE MONTHS OF 2003 INCLUDE: - NET INCOME OF $23.3 MILLION OR $.50 PER DILUTED SHARE. - A RETURN ON AVERAGE ASSETS OF 1.33% AND A RETURN ON AVERAGE EQUITY OF 15.6%. - AN INCREASE OF 5.5% OR $1.3 MILLION IN FEE INCOME, WHICH CONSISTS OF SERVICE CHARGES, INSURANCE PREMIUMS, COMMISSIONS AND TRUST REVENUES. - A 7.3% INCREASE IN AVERAGE NET INTEREST EARNING ASSETS AND AN INCREASE IN THE NET INTEREST MARGIN TO 4.70% COMPARED TO 4.68% FOR THE THREE MONTHS ENDED MARCH 31, 2003. - CONTINUED STRONG ASSET QUALITY AS NON-PERFORMING ASSETS AS A PERCENTAGE OF TOTAL ASSETS WAS .45%. - COMPLETION OF THE ACQUISITION OF CHARTER BANKING CORP. CRITICAL ACCOUNTING POLICIES The Corporation's significant accounting policies are described in the "Notes to Consolidated Financial Statements" under "Summary of Significant Accounting Policies" in the Corporation's 2002 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Corporation considers its policies on the accounting for the allowance for loan losses, loans held for sale and goodwill to be critical accounting policies. These policies require the use of estimates, judgements and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect the Corporation's reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions, or estimates in any of these areas could have a material impact on the Corporation's future financial condition and results of operations. 12 FIRST THREE MONTHS OF 2003 AS COMPARED TO FIRST THREE MONTHS OF 2002: The following table provides information regarding the average balances and yields and rates on interest earning assets and interest bearing liabilities (dollars in thousands): 2003 2002 ------------------------------ ------------------------------- Average Yield/ Average Yield/ Three Months Ended March Balance Interest Rate Balance Interest Rate ---------- -------- ------ ----------- -------- ------ ASSETS Interest earning assets: Interest bearing deposits with banks $ 4,913 $ 8 .65% $ 8,963 $ 41 1.83% Federal funds sold 9,054 26 1.15 147,955 688 1.86 Securities: Taxable 920,628 10,986 4.84 735,576 10,495 5.79 Non-taxable (1) 219,934 3,684 6.70 198,708 3,243 6.53 Loans (1) (2) 5,269,672 91,092 7.01 4,889,134 93,040 7.72 ---------- -------- ----------- -------- Total interest earning assets 6,424,201 105,796 6.68 5,980,336 107,507 7.29 ---------- -------- ----------- -------- Cash and due from banks 191,142 196,719 Allowance for loan losses (69,408) (66,804) Premises and equipment 164,053 151,856 Other assets 415,942 360,608 ---------- ----------- $7,125,930 $ 6,622,715 ========== =========== LIABILITIES Interest bearing liabilities: Deposits: Interest bearing demand $1,087,747 $ 1,723 .64 $ 960,770 $ 2,152 .91 Savings 1,238,287 3,754 1.23 1,074,038 3,892 1.47 Other time 2,205,730 18,201 3.35 2,333,300 25,059 4.36 Short-term borrowings 493,898 2,073 1.70 403,050 2,529 2.54 Long-term debt 460,424 5,536 4.81 342,220 4,906 5.74 Capital securities of subsidiary trust 7,512 86 4.64 ---------- -------- ----------- -------- Total interest bearing liabilities 5,493,598 31,373 2.32 5,113,378 38,538 3.06 ---------- -------- ----------- -------- Non-interest bearing, demand deposits 924,765 839,563 Other liabilities 100,209 90,787 ---------- ----------- 6,518,572 6,043,728 ---------- ----------- STOCKHOLDERS' EQUITY 607,358 578,987 ---------- ----------- $7,125,930 $ 6,622,715 ========== =========== Net interest earning assets $ 930,603 $ 866,958 ========== =========== Net interest income $ 74,423 $ 68,969 ======== ======== Net interest spread 4.36% 4.23% ==== ==== Net interest margin (3) 4.70% 4.68% ==== ==== (1) The amounts are reflected on a fully taxable equivalent basis using the federal statutory tax rate of 35% adjusted for certain federal tax preferences. (2) Average balance includes non-accrual loans. Loans consist of average total loans less average unearned income. The amount of loan fees included in interest income on loans is immaterial. (3) Net interest margin is calculated by dividing the difference between total interest earned and total interest paid by average interest earning assets. 13 Net interest income, the Corporation's primary source of earnings, is the amount by which interest and fees generated by interest earning assets, primarily loans and securities, exceed interest expense on deposits and borrowed funds. During the three months ended March 31, 2003, net interest income, on a fully taxable equivalent basis, totaled $74.4 million, as compared to $69.0 million for the three months ended March 31, 2002. Net interest income consisted of interest income of $105.8 million and interest expense of $31.4 million for the first three months of 2003 compared to $107.5 million and $38.5 million for each, respectively, for the first three months of 2002. The yield on interest earning assets decreased by 61 basis points and the rate paid on interest bearing liabilities decreased by 74 basis points. Net interest margin increased from 4.68% at March 31, 2002 to 4.70% at March 31, 2003. Although the current year margin has increased over the same period last year, the Corporation will experience margin compression during the second quarter of 2003. This compression will occur as a result of the Corporation's acquisition of Charter Banking Corp.(Charter), whose historical margin has been significantly lower than the Corporation's, and the downward repricing of interest earning assets at a faster rate than interest bearing liabilities. The impact of future rate changes on the Corporation's net interest income is discussed further within the "Liquidity and Interest Rate Sensitivity" section of this report. The following table sets forth certain information regarding changes in net interest income attributable to changes in the volumes and rates of interest earning assets and interest bearing liabilities for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002 (in thousands): Volume Rate Net ------- ------- ------- INTEREST INCOME Interest bearing deposits with banks $ (36) $ (70) $ (106) Federal funds sold (471) (191) (662) Securities: Taxable 1,521 (957) 564 Non-taxable 355 86 441 Loans 10,726 (12,674) (1,948) ------- -------- ------- 12,095 (13,806) (1,711) ------- -------- ------- INTEREST EXPENSE Deposits: Interest bearing demand 345 (774) (429) Savings 2,041 (2,179) (138) Other time (1,310) (5,548) (6,858) Short-term borrowings 976 (1,432) (456) Long-term debt 1,187 (557) 630 Capital securities 86 86 ------- -------- ------- 3,325 (10,490) (7,165) ------- -------- ------- NET CHANGE $ 8,770 $ (3,316) $ 5,454 ======= ======== ======= The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes. Interest income on loans, on a fully taxable equivalent basis, decreased 2.1% from $93.0 million for the three months ended March 31, 2002 to $91.1 million for the three months ended March 31, 2003. This decrease was solely related to yield as the Corporation's average loans increased by $380.5 million. The yield on loans decreased by 71 basis points from 7.72% to 7.01%. Interest expense on deposits decreased $7.4 million or 23.9% for the three months ended March 31, 2003, compared to the same period of 2002, despite an increase in average interest bearing deposits of 3.7% over this same period. The average balances in interest bearing demand deposits and savings deposits increased by $127.0 million and $164.2 million, respectively, while the average balance in time deposits decreased by $127.6 million. The Corporation continued to successfully generate non-interest bearing 14 deposits as such deposits increased by $85.2 million or 10.1% from March 31, 2002 to March 31, 2003. The average balance in short-term borrowing increased by $90.8 million as average repurchase agreements increased $30.3 million and average short-term subordinated notes increased $24.0 million during the first quarter of 2003. Interest expense on long-term debt increased $630,000 from March 31, 2002 as average long-term debt increased $118.2 million. The provision for loan losses charged to operations is determined based upon management's analysis of the adequacy of the allowance for loan losses which takes into consideration factors, including qualitative factors, relevant to the collectibility of the existing portfolio. The provision for loan losses was $5.9 million for the first three months of 2003, as compared to $4.2 million for the first three months of 2002. The allowance for loan losses as a percentage of total loans was 1.31% at March 31, 2003 and December 31, 2002, and 1.35% at March 31, 2002. Non-interest income increased 14.6% to $32.0 million during the first three months of 2003 from $27.9 million during the first three months of 2002. The increase in non-interest income was primarily due to an increase in fees, revenue and gains on the sale of mortgage loans originated for sale. Deposit fees and service charges increased 17.0% as compared to the same period of 2002 due to deposit volume growth as well as fee increases. Service charges for the first quarter of 2003 includes $1.5 million in fees from signature based transactions on debit cards. A recent settlement between two major debit card issuers and retailers could result in future reductions of these fees. Securities commissions and fees increased 37.7% to $1.9 million as compared to $1.4 million during the first quarter of 2002. The Corporation recorded $2.7 million in gains on the sale of mortgage loans, a $1.7 million increase over the $1.0 million recorded during the same period of 2002. Income from insurance commissions and fees declined 10.7%, reflecting the loss of commissions on the Professional Employee Organization or employee leasing business. Total non-interest expenses decreased $36.7 million from $102.2 million during the first three months of 2002 to $65.5 million during the first three months of 2003, a direct result of the Corporation recognizing pre-tax merger expenses of $41.9 million and $1.0 million during the same periods. Excluding these items, non-interest expenses totaled $64.5 million for the first three months of 2003 and $60.4 million for the first three months of 2002. Salaries and employee benefits were $36.8 million for the three months ended March 31, 2003, a 10.9% increase as compared to three months ended March 31, 2002. The increase is due to annual employee salary increases, commissions paid to mortgage loan originators and higher defined benefit retirement and employee health care costs. The Corporation's income tax expense was $10.4 million for the first three months of 2003 compared to an income tax benefit of $2.1 million for the same period of 2002. The effective tax rate of 33.4% for the three months ended March 31, 2002 was lower than the 35.0% federal statutory tax rate due to non-taxable interest and dividend income. LIQUIDITY AND INTEREST RATE SENSITIVITY The Corporation's goal in liquidity management is to meet the cash flow requirements of depositors and borrowers as well as the operating cash needs of the Corporation, with cost-effective funding. The Corporate Asset/Liability Committee (ALCO), which includes members of executive management, reviews liquidity on a periodic basis and approves significant changes in strategies which affect balance sheet or cash flow positions. The Board of Directors has established an Asset/Liability Policy in order to achieve and maintain earnings performance consistent with long-term goals while maintaining acceptable levels of interest rate risk, a "well-capitalized" balance sheet and adequate levels of liquidity. This policy designates the ALCO as the body responsible for meeting this objective. Liquidity sources from assets include payments from loans and investments as well 15 as the ability to securitize or sell loans and investment securities. Liquidity sources from liabilities are generated primarily through growth in core deposits, and to a lesser extent, the use of wholesale sources which include federal funds purchased, repurchase agreements and public deposits. In addition, the banking affiliates have the ability to borrow funds from the Federal Home Loan Bank (FHLB) and the Federal Reserve Bank. FHLB advances are a competitively priced and reliable source of funds. The Corporation has significant FHLB borrowing capacity available for both general and contingency funding purposes. As of March 31, 2003, outstanding advances were $602.6 million, or 7.5% of total assets while FHLB availability was $1.8 billion, or 22.1% of total assets. The Corporation anticipates funding earning assets through the utilization of FHLB advances. The principal source of cash for the parent company is dividends from its subsidiaries. The parent also has approved lines of credit with several major domestic banks totaling $108.0 million, of which $38.0 million was used as of March 31, 2003. The Corporation also issues subordinated debt on a regular basis and has access to the capital markets. The ALCO regularly monitors various liquidity ratios and forecasts of cash position. Management believes the Corporation has sufficient liquidity available to meet its normal operating and contingency funding cash needs. The Corporation continued to expand its activities in originating mortgage loans for resale in the secondary market as the decline in mortgage interest rates resulted in an increase in origination volumes. Originations of mortgage loans totaled $134.3 million for the first three months of 2003. Core deposits grew $292.8 million during the first three months of 2003 providing the primary source of financing for the Corporation's lending and investing activities. In addition to funds from the growth in core deposits, the Corporation utilized long-term FHLB advances to finance the purchase of certain investment securities. During the first quarter of 2003, the Corporation completed the acquisition of Charter. The $150.2 million cash transaction was primarily financed through the issuance of $125.0 million of capital securities of a subsidiary trust and $25.2 million from the Corporation's existing lines of credit with several major domestic banks. The Corporation repurchases shares of its common stock for re-issuance under various employee benefit plans and the Corporation's dividend reinvestment plan. During the first quarter of 2003, the Corporation purchased treasury shares totaling $5.4 million and received $6.3 million upon issuance. In addition, the Corporation's Board of Directors approved a plan to repurchase approximately 288,000 shares of its common stock to be issued in connection with the redemption of its Series A and Series B preferred stock. The Corporation plans to use its existing lines of credit with several major domestic banks to finance the purchase of its common stock. The redemption of the preferred stock is expected to be completed by June 30, 2003. As of March 31, 2003, the Corporation purchased treasury shares totaling $2.8 million for the redemption of the preferred stock. The financial performance of the Corporation is at risk from interest rate fluctuations. This interest rate risk arises due to differences between the amount of interest earning assets and interest bearing liabilities subject to repricing over a period of time, the difference between the change in various interest rates and the embedded options in certain financial instruments. The Corporation utilizes an asset/liability model to support its balance sheet strategies. The Corporation uses gap analysis, net interest income simulations and the economic value of equity to measure its interest rate risk. The gap analysis below measures the interest rate risk of the Corporation by comparing the difference between the amount of interest earning assets and interest bearing liabilities subject to repricing over a period of time. The ratio of rate sensitive assets to rate sensitive liabilities repricing over a one year period was 1.15 16 at March 31, 2003, as compared to 1.06 at March 31, 2002. A ratio of more than one indicates a higher level of repricing assets over repricing liabilities over the next twelve months, assuming the current interest rate environment. Following is the gap analysis as of March 31, 2003 (in thousands): Within 4-12 1-5 Over 3 Months Months Years 5 years Total ---------- ---------- ---------- ----------- ---------- INTEREST EARNING ASSETS Interest bearing deposits with banks $ 2,887 $ 100 $ 2,987 Federal funds sold 1,246 1,246 Securities 171,123 485,691 $ 768,830 $ 295,868 1,721,512 Loans, net of unearned 1,786,550 1,154,965 2,204,001 292,332 5,437,848 ---------- ---------- ---------- ----------- ---------- 1,961,806 1,640,756 2,972,831 588,200 7,163,593 Other assets 914,417 914,417 ---------- ---------- ---------- ----------- ---------- $1,961,806 $1,640,756 $2,972,831 $ 1,502,617 $8,078,010 ========== ========== ========== =========== ========== INTEREST BEARING LIABILITIES Deposits: Interest checking $ 326,566 $ 822,384 $1,148,950 Savings 433,043 919,244 1,352,287 Time deposits 533,211 $1,170,537 $ 831,218 3,148 2,538,114 Borrowings 597,321 63,243 255,984 389,766 1,306,314 ---------- ---------- ---------- ----------- ---------- 1,890,141 1,233,780 1,087,202 2,134,542 6,345,665 Other liabilities 1,123,704 1,123,704 Stockholders' equity 608,641 608,641 ---------- ---------- ---------- ----------- ---------- $1,890,141 $1,233,780 $1,087,202 $3,866,887 $8,078,010 ========== ========== ========== =========== ========== PERIOD GAP $ 71,665 $ 406,976 $1,885,629 $(2,364,270) ========== ========== ========== =========== CUMULATIVE GAP $ 71,665 $ 478,641 $2,364,270 ========== ========== ========== CUMULATIVE GAP AS A PERCENT OF TOTAL ASSETS .89% 5.93% 29.27% ========== ========== ========== RATE SENSITIVE ASSETS/RATE SENSITIVE LIABILITIES (CUMULATIVE) 1.04 1.15 1.56 1.13 ========== ========== ========== =========== 17 Net interest income simulations measure the exposure to short-term earnings from changes in market rates of interest in a more rigorous and explicit fashion. The Corporation's current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical interest rate scenarios. The economic value of equity (EVE) measures the Corporation's long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in effect over the life of the balance sheet. The following table presents an analysis of the potential sensitivity of the Corporation's annual net interest income and EVE to sudden and sustained changes in market rates: MARCH 31, -------------------- 2003 2002 ------ ---- Net interest income change (12 months): - 100 bp shock vs. stable rate (3.4)% (2.3)% + 200 bp shock vs. stable rate 2.8 % 1.1 % Economic value of equity: - 100 bp shock vs. stable rate (11.2)% (5.7)% + 200 bp shock vs. stable rate 4.4 % 0.9 % The preceding measures indicate that the ALCO has developed a more asset-sensitive interest rate risk position due to the general expectation that long-term market interest rates will rise. An asset-sensitive position means that income should be higher if rates increase and lower if rates decline versus income under stable rates. This position resulted mainly from the lengthening of time deposits, the emphasis of adjustable-rate loans and an increase in non-maturity deposits (which are generally less rate-sensitive than other funding sources). In the table above, the impact of declining rates is increased by the limited ability to lower certain deposit rates further and an increase in mortgage-related assets. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon the Corporation's experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results will differ from simulated results.In addition, the preceding measures assumed no change in asset/liability compositions. Thus, the measures do not reflect actions the ALCO may undertake in response to such changes in market rates of interest. LOANS Following is a summary of loans (in thousands): MARCH 31, DECEMBER 31, 2003 2002 ---------- ------------ Real estate: Residential $2,000,477 $ 1,947,529 Commercial 1,588,390 1,465,903 Construction 283,658 287,560 Installment loans to individuals 864,036 910,868 Commercial, financial and agricultural 667,305 620,489 Lease financing 48,395 63,901 Unearned income (33,174) (75,746) ---------- ------------ $5,419,087 $ 5,220,504 ========== ============ 18 NON-PERFORMING ASSETS Non-performing assets include non-performing loans and other real estate owned. Non-performing loans include non-accrual loans and restructured loans. Non-accrual loans represent loans on which interest accruals have been discontinued. It is the Corporation's policy to discontinue interest accruals when principal or interest is due and has remained unpaid for 90 days or more unless the loan is both well secured and in the process of collection. When a loan is placed on non-accrual status, all unpaid interest is reversed. Payments on non-accrual loans are generally applied to either principal or interest or both, depending on management's evaluation of collectibility. Non-accrual loans may not be restored to accrual status until all delinquent principal and interest has been paid or the loan becomes both well secured and in the process of collection. Consumer installment loans are generally charged off against the allowance for loan losses upon reaching 90 to 180 days past due, depending on the installment loan type. Restructured loans are loans in which the borrower has been granted a concession on the interest rate or the original repayment terms due to financial distress. Non-performing loans are closely monitored on an ongoing basis as part of the Corporation's loan review and work-out process. The potential risk of loss on these loans is evaluated by comparing the loan balance to the fair value of any underlying collateral or the present value of projected future cash flows. Losses are recognized where appropriate. Following is a summary of non-performing assets (dollars in thousands): MARCH 31, DECEMBER 31, 2003 2002 ---------- ------------ Non-performing assets: Non-accrual loans $ 26,301 $22,294 Restructured loans 5,975 5,915 ---------- ------------ Total non-performing loans 32,276 28,209 Other real estate owned 3,995 4,729 ---------- ------------ Total non-performing assets $ 36,271 $32,938 ========== ============ Asset quality ratios: Non-performing loans as percent of total loans .60% .54% Non-performing assets as percent of total assets .45% .46% ALLOWANCE FOR LOAN LOSSES Management's analysis of the allowance for loan losses includes the evaluation of the loan portfolio based upon the Corporation's internal loan grading system, evaluation of portfolio industry concentrations and the historical loss experience of the remaining balances of the various homogeneous loan pools which comprise the loan portfolio. Specific factors used in the internal loan grading system include the previous loan loss experience with the customer, the status of past due interest and principal payments on the loan, the collateral position and residual value of the loan, the quality of financial information supplied by the borrower and the general financial condition of the borrower. Management also assesses historical loss on the remaining portfolio segments in conjunction with the current status of economic conditions, loan loss trends, delinquency and non-accrual trends, credit administration, portfolio growth, concentrations of credit risk and other factors, including regulatory guidance in determining the adequacy of the allowance. This determination inherently involves a higher degree of uncertainty and considers current risk factors that may not have yet manifested themselves in the Corporation's historical loss factors used to determine the 19 adequacy of the allowance, and it recognizes that knowledge of the portfolio may be incomplete. Following is a summary of changes in the allowance for loan losses and selected ratios (dollars in thousands): Three Months Ended March ------------------ 2003 2002 ------- -------- Balance at beginning of period $68,406 $ 65,059 Addition from acquisition 2,506 1,389 Charge-offs (6,341) (5,257) Recoveries 770 899 ------- -------- Net charge-offs (5,571) (4,358) Provision for loan losses 5,859 4,191 ------- -------- Balance at end of period $71,200 $ 66,281 ======= ======== Allowance for loan losses to: Total loans, net of unearned income 1.31% 1.35% Non-performing loans 220.60% 231.71% CAPITAL RESOURCES AND REGULATORY MATTERS The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance, changing competitive conditions and economic forces. The Corporation seeks to maintain a strong capital base to support its growth and expansion activities, to provide stability to current operations and to promote public confidence. Capital management is a continuous process. The Corporation has an existing registration statement for the Corporation's subordinated notes which are issued through its finance company subsidiary, Regency Finance Company (Regency). The net proceeds from the issuance of the subordinated notes are used to finance Regency's lending and purchasing activities. In addition, the Corporation has an effective $200.0 million shelf registration with the Securities and Exchange Commission. The Corporation may, from time to time, issue any combination of common stock, preferred stock, debt securities or capital securities of a subsidiary trust in one or more offerings. During the first quarter of 2003, $125.0 million of capital securities of a subsidiary trust were issued in private placements. These capital securities qualify as tier I capital under Federal Reserve Board guidelines. Both the Corporation and its banking affiliates are subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulators to ensure capital adequacy require the Corporation and its banking subsidiaries to maintain minimum amounts and ratios of total and tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of tier 1 capital to average assets (as defined). As of December 31, 2002, the Corporation and each of its banking subsidiaries have been categorized as "well capitalized" under the regulatory framework for prompt corrective action. Management believes, as of March 31, 2003, that the Corporation and each of its banking subsidiaries are all "well capitalized". Following are capital ratios as of March 31, 2003 for the Corporation (dollars in thousands): 20 Well Capitalized Minimum Capital Actual Requirements Requirements ---------------- ---------------- ---------------- Amount Ratio Amount Ratio Amount Ratio -------- ------ -------- ----- -------- ------ Tier 1 Capital (Leverage) $510,095 7.4% $344,996 5.0% $275,997 4.0% (to average assets) Total Capital 587,889 10.7% 551,471 10.0% 441,177 8.0% (to risk-weighted assets) Tier 1 Capital 510,095 9.2% 330,883 6.0% 220,588 4.0% (to risk-weighted assets) Failure to meet minimum capital requirements can initiate certain mandatory or discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and its banking subsidiaries must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation and its banking subsidiaries' capital amounts and classifications are also subject to qualitative judgments by the regulators regarding components, risk weightings and other factors. IMPORTANT NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Form 10-Q are "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as "may," "will," "expect," "estimate," "anticipate," believe," "target," "plan," "project," or "continue" or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management's plans and current analyses of the Corporation, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors, in some cases, have affected, and in the future could affect, the Corporation's financial performance and could cause actual results to differ materially from those expressed or implied in such forward-looking statements. The Corporation does not undertake to publicly update or revise it forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK. The information called for by this item is provided under the caption "Liquidity and Interest Rate Sensitivity" under Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. ITEM 4. CONTROLS AND PROCEDURES. An evaluation was performed under the supervision and with the participation of the Corporation's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, the Corporation's management, including the CEO and CFO, concluded that the Corporation's disclosure controls and procedures were effective as of March 31, 2003. There have been no significant changes in the Corporation's internal controls over financial reporting since December 31, 2002. 21 PART II ITEM 1. LEGAL PROCEEDINGS The Corporation established a litigation reserve in 2001 by recording a pre-tax charge of approximately $4.0 million to cover estimated legal expenses associated with five cases filed against one of its subsidiary banks. The plaintiffs alleged that a third-party independent administrator misappropriated funds from their individual retirement accounts held by the subsidiary bank. As of March 31, 2003, the Corporation has settled all of these asserted claims at an aggregate cost to the Corporation of approximately $3.5 million. The Corporation believes the remaining reserve will be sufficient for all costs associated with the litigation, including legal costs, unasserted claims, settlements and adverse judgements. The Corporation and persons to whom the Corporation may have indemnification obligations, in the normal course of business, are subject to various pending and threatened lawsuits in which claims for monetary damages are asserted. Other real estate owned includes a property which is subject to litigation. Should the outcome be adverse, the value of the property will be impaired and other costs may be increased. Management, after consultation with outside legal counsel, does not at the present time anticipate the ultimate aggregate liability arising out of such pending and threatened lawsuits will have a material adverse effect on the Corporation's financial position. At the present time, management is not in a position to determine whether any pending or threatened litigation will have a material adverse effect on the Corporation's results of operation in any future reporting period. ITEM 2. CHANGES IN SECURITIES Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable ITEM 5. OTHER INFORMATION The Secretary of the Corporation must receive written notice of any proposal submitted by a shareholder of the Corporation for consideration at the Annual Meeting of Shareholders on or prior to the date which is 120 days prior to the date on which the Corporation first mailed its proxy materials for the prior year's Annual Meeting of Shareholders. Accordingly, any shareholder proposal must be submitted to the Corporation by November 19, 2003 to be considered at the 2004 Annual Meeting of Shareholders. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 15 Letter Re: Unaudited Interim Financial Information 99.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 22 99.2 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K The Corporation filed the following reports on Form 8-K during the first quarter of 2003: March 4, 2003 - The Corporation reported its issuance of a press release announcing plans to redeem its Preferred Series A and Preferred Series B stock and approval by Corporation's Board of Directors to repurchase approximately 288,000 shares of the Corporation's common stock to be issued for the redemption. February 3, 2003 - The Corporation reported its issuance of a press release announcing it had signed a definitive agreement to acquire all of the outstanding shares of Charter Banking Corp., the holding company for Southern Exchange Bank based in Tampa, Florida. January 16, 2003 - The Corporation reported its issuance of a press release announcing its financial results for the quarter and year ended December 31, 2002 23 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. F.N.B. Corporation ------------------------------------- (Registrant) Dated: May 15, 2003 /s/Gary L. Tice ------------------------------------- Gary L. Tice President and Chief Executive Officer (Principal Executive Officer) Dated: May 15, 2003 /s/Thomas E. Fahey ------------------------------------- Thomas E. Fahey Executive Vice President and Chief Financial Officer (Principal Financial Officer) 24