EXHIBIT 13 2 0 0 0 A N N U A L R E P O R T [LOGO] FIRST BELL BANCORP, INC. FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- Table of Contents - -------------------------------------------------------------------------------- Selected Financial and Other Data of the Company 1 - ------------------------------------------------------------------- Letter to Our Shareholders 3 - ------------------------------------------------------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - ------------------------------------------------------------------- Management's Report on Internal Control and Compliance with Laws and Regulations 22 - ------------------------------------------------------------------- Independent Auditors' Report 23 - ------------------------------------------------------------------- Consolidated Financial Statements 24 - ------------------------------------------------------------------- Notes to Consolidated Financial Statements 29 - ------------------------------------------------------------------- Executive Management and Directors 46 - ------------------------------------------------------------------- Shareholder Information 48 - ------------------------------------------------------------------- Office Locations Inside Back Cover - ------------------------------------------------------------------- - -------------------------------------------------------------------------------- Selected Financial and Other Data of the Company - -------------------------------------------------------------------------------- The following table sets forth certain summary historical financial informa- tion concerning the financial position of the Company for the period and at the dates indicated. The financial data is derived in part from, and should be read in conjunction with, the consolidated financial statements and related notes contained elsewhere herein. At December 31, -------------------------------------------- 2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- (In thousands) Financial Condition Data: Total assets...................... $832,680 $821,171 $767,606 $675,684 $656,183 Investments carried at cost....... -- 4,989 9,980 9,973 14,964 Investments carried at fair value. 213,234 202,382 136,677 15,902 -- Cash and cash equivalents......... 40,509 20,468 21,543 24,523 26,406 Total loans receivable, net....... 526,842 532,292 545,535 579,394 530,815 Mortgage-backed securities, at fair value....................... 21,523 -- -- 31,855 -- Deposits.......................... 536,685 511,931 495,128 495,055 483,941 Borrowings........................ 219,250 238,000 180,000 90,000 70,000 Stockholders' equity.............. 61,620 54,518 73,902 72,983 86,433 Year Ended December 31, -------------------------------------------- 2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- (In thousands except per share amounts) Selected Operating Data: Interest income................... $ 52,705 $ 52,090 $ 49,649 $ 49,226 $ 41,007 Interest expense.................. 40,677 37,061 32,843 32,329 22,050 -------- -------- -------- -------- -------- Net interest income.............. 12,028 15,029 16,806 16,897 18,957 Provision for loan losses........ -- 120 90 45 90 -------- -------- -------- -------- -------- Net interest income after provision for loan losses....... 12,028 14,909 16,716 16,852 18,867 Total other income................ 858 598 643 829 1,198 Total other expenses.............. 5,598 6,116 5,643 5,060 8,177 -------- -------- -------- -------- -------- Income before provision for income taxes............................ 7,288 9,391 11,716 12,621 11,888 Provision for income taxes........ 586 1,349 3,878 5,046 4,485 -------- -------- -------- -------- -------- Net income (4).................... $ 6,702 $ 8,042 $ 7,838 $ 7,575 $ 7,403 ======== ======== ======== ======== ======== Earnings per share Basic (4)........................ $1.61 $1.68 $1.41 $1.29 $1.05 ======== ======== ======== ======== ======== Diluted (4)...................... $1.57 $1.61 $1.35 $1.23 $1.02 ======== ======== ======== ======== ======== Dividends declared per common shares........................... $0.48 $0.40 $0.40 $0.40 $0.37 ======== ======== ======== ======== ======== - -------------------------------------------------------------------------------- 1 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- At or For the Year Ended December 31, ------------------------------------------- 2000 1999 1998 1997 1996 ------- ------- ------- ------- ------- Selected Financial Ratios and Other Data: Book value per share................. $ 12.95 $ 10.51 $ 12.11 $ 11.21 $ 11.14 Stockholders' equity to assets at period end.......................... 7.40% 6.64% 9.63% 10.80% 13.17% Return on average assets (net income divided by average total assets) (4). 0.82 0.99 1.09 1.08 1.30 Return on average equity (net income divided by average equity) (4)...... 12.28 12.50 10.36 10.25 6.75 Stockholders' equity to assets ratio (average stockholders' equity divided by average total assets)............................. 6.68 7.96 10.50 10.55 19.26 Dividend payout ratio................ 29.38 23.04 28.48 31.04 36.43 Average interest rate spread (1)(5).. 1.62 1.91 1.99 1.90 2.45 Net interest margin (2)(5)........... 1.94 2.36 2.53 2.45 3.38 Other income to average assets....... 0.10 0.07 0.09 0.11 0.21 Other expenses to average assets (4). 0.69 0.76 0.78 0.72 1.44 Non-performing assets to total assets.............................. 0.07 0.08 0.08 0.09 0.10 Non-performing loans to total loans.. 0.11 0.05 0.09 0.11 0.08 Allowance for loan losses to total loans............................... 0.18 0.17 0.15 0.12 0.13 Allowance for loan losses to non- performing assets................... 1.56x 1.40x 1.39x 1.13x 1.06x Efficiency ratio (3)................. 34.27 31.50 30.34 28.95 29.07 Net interest income to other expenses (5)................................. 2.76x 3.08x 3.18x 3.34x 2.32x Net interest income after provision for loan losses to total other expenses (5).................. 2.76x 3.06x 3.17x 3.33x 2.31x Average interest-earning assets to average interest-bearing liabilities......................... 1.06x 1.09x 1.12x 1.12x 1.24x Number of: Depositor accounts.................. 56,581 54,257 53,579 53,628 53,188 Full-service customer service facilities......................... 7 7 7 7 7 - ------- (1) The interest rate spread represents the difference between the weighted- average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities. (2) The net interest margin represents net interest income as a percentage of average interest-earning assets. (3) The efficiency ratio represents the ratio of recurring other expenses to recurring other income and net interest income. (4) Without giving effect to the one-time special Savings Association Insurance Fund ("SAIF") assessment of $2.5 million, or $1.5 million after tax, to recapitalize the SAIF recorded in September, 1996 and the return of capital of $20.7 million paid on December 31, 1996, net income would have been $8.9 million, the basic and diluted earnings per share would have been $1.27 and $1.23, respectively, other expenses to average assets would have been 1.00%, return on average assets would have been 1.57% and return on average equity would have been 8.01%. (5) Ratios are based on net interest income determined with tax equivalent rates of return for non-taxable investment securities. - -------------------------------------------------------------------------------- 2 Letter To Our Shareholders - -------------------------------------------------------------------------------- For the savings and loan industry, the defining event of the year 2000 was the Federal Reserve Board's continued policy of raising interest rates. Indeed, over the period from June 1999 through May 2000, the Fed increased rates by a total of 175 basis points--that is, 1.75 percent. For an interest-rate sensitive institution such as ours, the impact was severe, both on our fixed- rate mortgage portfolio and on the rates we were compelled to offer on our certificates of deposit, which went from 5.59 percent to 6.4 percent--a jump of 15 percent in our costs. Even so, we were able to minimize the effect upon our total financial performance. Diluted earnings per share at First Bell Bancorp, the parent corporation of Bell Federal Savings and Loan Association of Bellevue, declined $.04 per share, to $1.57 from $1.61; net income was down to $6.7 million from $8.0 million earned in the previous year. Total consolidated assets were up to $832.7 million, compared to $821.2 million at the end of 1999. Stockholders' equity was $61.6 million or $12.95 per share. We were able though, to increase our income from some of our sources such as fees, sales of loans and investments, and other sources. Our non- interest income increased to $858,000 last year from $598,000 in 1999. As usual, we also paid strict attention to expenses, reducing our general and administrative expenses to $5.6 million from $6.1 million the preceding year. Our strong credit culture meant that non-performing assets were down to $594,000; for 1999, this figure was $659,000. Our efficiency ratio, for years one of the best in the industry, stood at 34.27 percent. Ironically, we also suffered from some of the stronger features of the economy in 2000: the tight labor market and rising levels of compensation meant that we experienced higher turnover than customary among both our entry-level and professional employees. As a service business, our people are a vital asset, and our responsibility to our shareholders means that the effort to replace human resource losses at a comparable level of quality is our highest priority. - -------------------------------------------------------------------------------- 3 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- We discuss in detail the measures taken to enhance our performance in the following pages. Let me address myself here to some of the broader issues. Naturally, the most encouraging development has been the Federal Reserve's decision early in the current year to lower interest rates--at this writing, by some 150 basis points. Depending upon the state of the economy, it is possible that there may be further steps in this direction. But as much as the decisions of others may influ- ence our efforts, we can scarcely wait for them to act. In the constantly changing environment of our industry and our economy, rapid and effective adjustment and adaptation are the key to success. The adjustments we are making at First Bell Bancorp fall into three general areas: . continuing the diversification of our product line and delivery system; . restructuring our portfolio; and . redirecting our strategic vision toward becoming more of a community bank. We are confident these efforts will be fruitful and hopeful about the prospects for developments favorable to our industry and the economy in gen- eral. Our commitment to producing value for our shareholders, and for our loyal customers as well has never been higher. Sincerely, /s/ Albert H. Eckert, II Albert H. Eckert, II President and Chief Executive Officer - -------------------------------------------------------------------------------- 4 Responding to an Industry in Flux - -------------------------------------------------------------------------------- For several years in this space, we have addressed our efforts to adapt to--and where pos- sible, to anticipate--fundamental change in our business landscape. It is entirely likely that we will be continuing that discussion in the years ahead. This assumption stems not (we believe) from a lack of imagination on our part; it is rather that change has become to all intents and purposes identical with the nature of our industry. Products and Delivery The pressure of rising interest rates on yields naturally hurt our portfolio of fixed-rate mort- gages. In response, we continued the shift in our product line toward adjustable rate mortgages and home equity loans. During the course of the year, we originated; 112 adjustable rate mortgages at a total value of $18.2 million, 99 fixed rate mort- gages totaling $10.1 million, 293 home equity loans at a total value of $7.9 million and 55 con- struction mortgages valued at $14.3 million. Our marketing efforts and competitive rates were successful in increasing the growth of our various savings accounts. The total number of accounts-- money market and checking; passbook, club, and other; and certificates of deposit--went to 56,581 from 54,257. At year's end, the dollar amount of these accounts stood at $536.7 million, up almost 5 percent from 1999. In tune with the times, we have added an internet banking option to our bank-by-phone service (which now fields an average of 280 calls per day). By either conduit, customers may review account balances, checks cleared, and electronic or automatic deposits or withdrawals; they may also transfer money between accounts and make loan payments. In addition, internet customers may sign up for an online bill-paying service. Portfolio Restructuring Savings and loans have traditionally extended long-term credit for home mortgages, a practice we began to curtail two years ago. Rapidly evolving economic conditions and the opportunity for more attractive returns have led us to a thorough ongoing reexamination of the makeup of our loan and investment portfolio, with noteworthy results. - -------------------------------------------------------------------------------- 5 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- As interest rates fell in early 2001, the oppor- tunity developed to allow the Company to reduce its exposure to future interest rate increases. Continued pressure on our net interest margin has led us to reduce our exposure by selling, in Janu- ary 2001, approximately $20 million in fixed rate mortgages. Also, the Company sold mortgage backed securities of approximately $21.3 million because of the exposure to rapid prepayment speeds. Addi- tionally, we have sold a similar amount of fixed- rate municipal securities in which we had invested in recent years. The proceeds from these sales will be invested in two new areas. We have purchased approximately $56.7 million in adjustable rate, securitized loans from the Small Business Administration. Also, the Association is contemplating a purchase of bank-owned life insurance. The earnings from this purchase will be used to defray the cost of employee benefits. Community Banking As change blurs the former boundaries in the financial services industry, First Bell Bancorp expects to evolve increasingly from a savings and loan institution into the broader base of a commu- nity bank. This change could involve additions to the product line such as the sale of annuities and even equities. Our analysis of market conditions and demand will determine any such steps. But the first concrete step will be our entrance into the commercial lending arena. The Pittsburgh area is experiencing healthy growth in both resi- dential and commercial real estate. Developers are optimistic about expansion and a number of small retail clusters are springing up. At the same time, downtown Pittsburgh has seen reasonably vig- orous growth of both high tech and financial serv- ice enterprises. In short, the commercial real estate lending future looks promising. As our plans mature, we will keep our shareholders and customers, present and prospective, fully apprised of our direction in this regard. - -------------------------------------------------------------------------------- 6 Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Overview First Bell Bancorp, Inc. (the "Company") is a Delaware corporation organized by the Board of Directors in 1995 to serve as the holding company of Bell Federal Savings and Loan Association of Bellevue (the "Association"). All material business of the Company is transacted through the subsidiary thrift institution. Since 1891, the Association has operated a traditional savings and loan institution serving the greater Pittsburgh, Pennsylvania area with the mission to achieve superior profitability while maintaining a strong capital and liquidity position. As a community oriented savings and loan, the Company's primary investment is in one- to four-family residential mortgage loans and investment securities. The primary sources of funds are from retail deposit accounts and borrowings. The Company's successful longevity has come from conservative underwriting, control of overhead expenses and the ability to adapt to changing economic and environmental conditions. The Company's long-term policy of originating loans secured by one- to four- family, owner-occupied, primary residences, has resulted in the maintenance of high quality assets. While the balance of non-performing loans may fluctuate based on circumstances which effect our borrowers, with active management of the loan portfolio, the Company, again in 2000, did not have a loan charge- off. The Company has not had a loan charge-off since 1994. Furthermore, the Company reduced its non-performing assets to $594,000 as of December 31, 2000 from $659,000 as of the prior year end date. The allowance for loan losses is $925,000 or 156% of total non-performing assets at December 31, 2000. Continued prudent management of non-interest expenses has contributed to the production of consistent returns for the Company's shareholders. The Company consistently ranks as one of the most efficient savings and loan associations in the country. The ratio of other expenses to average assets was 0.69%, 0.76% and 0.78% for the years ended December 31, 2000, 1999, and 1998, respectively. Low operating costs are maintained by managing and monitoring overhead costs, primarily through controlling the growth in personnel. At December 31, 2000, the Company's seven offices and $832.7 million in assets were operated by a total of fifty-one full-time equivalent employees, resulting in an average of $16.3 million in assets per employee. First Bell has utilized technology to expand its product distribution. With the introduction of telephone banking in 1999 and the addition of Internet banking in 2000, depositors have the ability to access their accounts, transfer money between accounts, or make loan payments from their home or office 24- hours per day. Optionally, depositors may sign up for electronic bill paying to further the management of their finances. Deposit growth has been the integral source of funds and the means of growth for the Company. In this regard, management has emphasized providing an increased level of service to its customers in its local market areas in order to retain and develop deposit relationships with such customers. In 2000 and 1999, First Bell placed considerable emphasis on core deposit relationships, consisting of money market, NOW, passbook, club and statement savings accounts. These accounts tend to be stable and lower cost than other types of deposits. Certificates of deposit are offered with terms ranging from three months to ten years and are priced at competitive rates. The Company utilizes borrowings from the Federal Home Loan Bank of Pittsburgh ("FHLB") to augment its retail deposits and to manage its interest rate risk position, fund the investment portfolio and to help manage the Company's equity position. As of December 31, 2000, the Company had borrowings from the FHLB of $208.0 million and a bank line of credit of $11.3 million. The Board of Directors and management of the Company believe in the generation of stockholder value and utilizes its ability to generate solid, consistent earnings and to manage First Bell's capital position. In the first quarter of 2000, the Company increased its regular quarterly dividend 20% to $0.12 per share. In addition, the Board of Directors believes the Company's stock is a prudent long-term investment. The Company has repurchased 431,000, 911,000 and 424,000 shares of its common stock in the three years ended December 31, 2000, 1999, and 1998, respectively. Private Securities Litigation Reform Act of 1995 Safe Harbor Statement In addition to historical information, this Annual Report includes certain forward looking statements based on current management expectations. Examples of this forward looking information can be found in, but are not limited to, the: "Letter to Our Shareholders," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Asset Quality," "Interest Rate Sensitivity/Net Portfolio Value Analysis," - -------------------------------------------------------------------------------- 7 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - ------------------------------------------------------------------------------- and in the "Notes to Consolidated Financial Statements for the Years Ended December 31, 2000, 1999, and 1998," "Note 5--Investment Securities Available for Sale," "Note 17--Commitments and Contingencies" and "Note 18--Fair Values of Financial Instruments". The Company's actual results could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rate, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's loan and investment portfolios, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and prices. Further description of the risks and uncertainties to the business are included in detail in Item 1, "Business" of the Company's 2000 10-K. Financial Condition The following table sets forth information concerning the composition of the Company's assets at December 31, 2000 and 1999. Dollar amounts are in thou- sands. December 31, December 31, 2000 1999 ---------------- ---------------- Percent Percent of of Amount Total Amount Total -------- ------- -------- ------- ASSETS Cash and cash equivalent.................... $ 40,509 4.86% $ 20,468 2.49% Federal funds sold.......................... 6,425 0.77 33,000 4.02 Investment securities....................... 234,757 28.19 207,371 25.25 Conventional loans, net..................... 526,842 63.27 532,292 64.82 Other loans................................. 969 .12 967 .12 FHLB stock.................................. 11,400 1.37 11,400 1.39 Deferred tax asset.......................... 1,232 .15 5,049 .61 Other assets................................ 10,546 1.27 10,624 1.30 -------- ------ -------- ------ TOTAL ASSETS............................... $832,680 100.00% $821,171 100.00% ======== ====== ======== ====== Total Assets Total assets increased by $11.5 million or 1.4% to $832.7 million at December 31, 2000 from $821.2 million at December 31, 1999. The increase in total assets was the result of increases in investment securities and cash and cash equivalents. Offsetting these increases were decreases in conventional mort- gages, net, federal funds sold and deferred tax assets. Conventional Mortgage Loans The Company emphasizes the origination of conventional one- to four-family residential mortgage loans for its portfolio in its primary market, the greater Pittsburgh Metropolitan area. The Company originates primarily 15 and 30 year, fixed-rate and adjustable rate mortgage loans. The Company also orig- inates residential construction loans and home equity installment and line of credit loans on one- to four-family properties. Conventional mortgage loans decreased by $5.5 million or 1.0% to $526.8 million at December 31, 2000 from $532.3 million at December 31, 1999. The decrease was primarily the result of principal repayments of $60.5 million offset by the funding of conventional mortgage loans of $50.6 million. Conventional mortgage loans are comprised of residential mortgages, residential construction loans, home equity installment and line of credit loans and multifamily loans. At December 31, 2000, residen- tial mortgage loans totaled $507.6 million or 94.9% of the total loan portfo- lio. At December 31, 2000, $468.6 million or 92.3% of the loan portfolio con- sisted of fixed-rate mortgage loans down from $494.0 million or 95.6% as of the prior year end date. This reflects the Company's emphasis on the origina- tion of adjustable rate mortgages to reduce the susceptibility to interest rate risk. Residential construction mortgage loans totaled $12.1 million or 2.3% of total loans and home equity loans totaled $15.1 million or 2.8% of total loans at December 31, 2000. - ------------------------------------------------------------------------------- 8 - -------------------------------------------------------------------------------- Investment Securities and Other Interest Earning Investments In recent years, the Company has placed more emphasis on its investment port- folio to support the Company's continued growth. The investment portfolio is comprised of Bank Qualified Municipal Securities, Collateralized Mortgage Obli- gations ("CMO's"), Treasury Securities and in 1999, a Federal Home Loan Bank ("FHLB") Bond. Investment securities increased by $27.4 million or 13.2% to $234.8 million at December 31, 2000 from $207.4 million at December 31, 1999. The increase was the result of the purchase of $23.3 million of mortgage-backed securities and an increase in the value of the investment portfolio. The net unrealized loss on securities available for sale decreased from $14.7 million at December 31, 1999 to $1.8 million at December 31, 2000. The balance invested in FHLB stock remained unchanged at $11.4 million. The investment required by the FHLB is based on the balance of borrowings from the FHLB and the balance of the Company's investment in mortgages and securities collateralized by mort- gages. Federal funds sold decreased by $26.6 million or 80.5% to $6.4 million at December 31, 2000 from $33.0 million at December 31, 1999. This decrease was the result of the funds being invested in interest bearing accounts at the FHLB at rates equivalent to the Federal funds rate. Deferred Tax Asset The deferred tax asset decreased by $3.8 million to $1.2 million at December 31, 2000 from $5.0 million at December 31, 1999. The decrease was largely the result of the net unrealized gain/loss on investment securities--available for sale changing from a net loss of $14.7 million to a net loss of $1.8 million. Asset Quality In management's opinion, the Company has maintained high asset quality during 2000. For the sixth consecutive year the Company has not experienced a loan charge-off. Prudent underwriting, conservative lending policies, a healthy economy and active management of the mortgage loan portfolio have enabled the Company to minimize losses inherent in the operation of a savings and loan. At December 31, 2000 total non-performing assets totaled $594,000 or 0.07% of total assets in comparison to $659,000 or 0.08% of total assets as of December 31, 1999. The non-performing assets consisted of thirteen first mortgage loans and one property held in real estate owned pending sale. The Company has estab- lished a reserve for possible loan losses of $925,000, which is equal to 156% of non-performing assets as of December 31, 2000. While every effort is made to originate quality assets, management cannot guarantee that problem loans will not occur. The allowance is based on manage- ment's assessment of prospective national and local economic conditions, the regulatory environment and inherent risks in the portfolio, not to specific problem loans existing in the portfolio. Management believes that the current level of reserves is adequate. However, the balance of reserves necessary can be greatly influenced by regulatory changes and economic conditions. Therefore, the level of future reserves and the related effect on net income cannot be assured. Liquidity and Capital Resources During 2000, the Company was required to maintain an average daily balance of specified liquid assets equal to a monthly average of not less than a specified percentage of its net withdrawable deposit accounts plus short-term borrowings. This liquidity requirement was 4% for fiscal 2000, but recent regulation has eliminated this statutory liquidity requirement. The Company's liquidity ratio for 2000 was 9.22%, which exceeded the applicable requirements. The Company's sources of funds are deposits, borrowings and principal and interest payments on loans and investment securities. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and mortgage prepayments are strongly influenced by changes in general interest rates, economic conditions and competition. At December 31, 2000, loan commitments were $8.8 million. The Association anticipates that it will have sufficient funds available to meet its current and future loan origination commitments, as well as sufficient funds available for the Company to meet its cash obligations. Certificates of deposit, which are scheduled to mature in one year or less from December 31, 2000, totaled $268.0 million. Management believes that a significant portion of such deposits will remain with the Association. As a member of the FHLB, the Association has the ability to borrow from the FHLB, if necessary. As of December 31, 2000, the Association had $208.0 million in outstanding borrowings. The December 31, 2000 FHLB report had the Association's additional borrowing capacity from the FHLB at $227.3 million. - -------------------------------------------------------------------------------- 9 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - ------------------------------------------------------------------------------- Impact of Inflation and Changing Prices The Financial Statements and Notes thereto presented herein have been pre- pared in accordance with Generally Accepted Accounting Principles ("GAAP"), which require the measurement of financial position and operating results without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations. Unlike industrial companies, nearly all of the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a greater impact on the Company's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and servic- es. Interest Rate Sensitivity/Net Portfolio Value Analysis The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are interest rate sensitive. The Company's interest rate sensitivity is monitored by management through selected interest rate risk measures produced internally and by the OTS. The Company's interest rate risk is measured by modeling the change in net portfo- lio value ("NPV") and net interest income over a variety of interest rate sce- narios and, to a lesser extent, through GAP analysis. The OTS calculates interest rate risk through modeling. All calculations have limitations because of inherent assumptions which must be made with respect to market values, discount rates, prepayments, the interest rate sensitivity of the assets and liabilities to changes in base interest rates, the value of options imbedded in the asset or liability, the likelihood that the option will be exercised and the extent to which customers elect to make deposits or withdrawals from savings accounts. Management bases their assumptions on his- torical data accumulated over a variety of interest rate scenarios. As of December 31, 2000, the Association's NPV, as measured by the OTS, was $75.8 million or 8.98% of the market value of assets. Following a 200 basis point increase in interest rates, the Association's "post-shock" NPV, which provides a larger decline than a 200 basis point decrease, was $36.9 million, or 4.70% of the market value of assets. The change in the NPV ratio or the Association's Sensitivity Measure was minus 428 basis points. As of December 31, 1999, the Association's NPV, as measured by the OTS, was $69.8 million. The Association's "post-shock" NPV following a 200 basis point shock was $26.5 million, resulting in a sensitivity measure of a minus 503 basis points. The fluctuations from year to year were the results of changes in national inter- est rates, the maintenance of larger capital balances at the Association and changes in the composition of the Association's assets and liabilities. Under OTS capital requirements which have not been fully implemented, the decline in the NPV ratio at December 31, 2000 would reflect an above average interest rate risk. If the regulations are implemented as proposed, the Com- pany would remain in compliance with the fully phased in capital requirements. Management reviews the quarterly OTS measurements and compares them to evalua- tions produced through internally generated simulation models. These measures are used in conjunction with NPV measures to identify excessive interest rate risk. - ------------------------------------------------------------------------------- 10 - ------------------------------------------------------------------------------- The following analysis sets forth the Association's NPV as of December 31, 2000 and 1999 as calculated by the Office of Thrift Supervision, which are consistent with internal calculations, for instantaneous and sustained changes in interest rates relative to the NPV in an unchanging interest rate environ- ment. 2000 - ---- Change in Interest Rates Net Portfolio Value Net Change Projected Percentage (in basis points) ($ in thousands) ($ in thousands) Change to Base - ----------------- ------------------- ---------------- -------------------- +200 36,907 -38,921 -51% +100 57,958 -17,870 -24% -- 75,828 -- -- -100 80,165 4,337 +6% -200 73,993 -1,835 -2% 1999 - ---- Change in Interest Rates Net Portfolio Value Net Change Projected Percentage (in basis points) ($ in thousands) ($ in thousands) Change to Base - ----------------- ------------------- ---------------- -------------------- +200 26,466 -43,341 -62% +100 48,419 -21,388 -31% -- 69,807 -- -- -100 88,766 18,959 +27% -200 97,915 28,108 +40% Interest Rate Sensitivity/GAP Analysis Another method to calculate interest rate sensitivity is through "GAP" analy- sis. In a GAP analysis, assets and liabilities are analyzed by examining the extent to which such assets and liabilities are "interest rate sensitive" and by monitoring an institution's interest rate sensitivity "GAP." In a rising interest rate environment, an institution with a positive gap would be in a better position to invest in higher yielding assets, which would result in the yield on its assets increasing at a pace closer to the cost of its interest- bearing liabilities, than would be the case if it has a negative gap. During a period of falling interest rates, an institution with a positive gap would tend to have its assets repricing at a faster rate than one with a negative gap, which would tend to restrain the growth or decrease net interest income. The following tables sets forth the amount of interest-earning assets and interest-bearing liabilities outstanding at December 31, 2000 and 1999 which are anticipated to reprice or mature in each of the future time periods shown. The amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to (i) repricing or (ii) the contractual terms of the asset or liability adjusted for prepayment rates. The prepayment rates for fixed-rate mortgage loans on one- to four-family residences are assumed to prepay at a rate of 9% per year and are net of deferred loan origination fees and the allowance for loan loss- es. Decay rates of 14% for passbook accounts, 17% for NOW accounts and 31% for money market deposit accounts are assumed. In addition, it is assumed that fixed maturity deposits are not withdrawn prior to maturity. Although manage- ment believes the assumptions are reasonable, they should not be regarded as necessarily indicative of the actual decay rates that may be experienced in the future. While a conventional gap measure may be useful, it is limited in its ability to predict trends in future earnings. It makes no presumptions about changes in prepayment tendencies, deposit or loan maturity preferences or repricing time lags that may occur in response to a change in the interest rate environment. Certain shortcomings are inherent in this method of analysis. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market inter- est rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. - ------------------------------------------------------------------------------- 11 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- At December 31, 2000 ------------------------------------------------------------------------------------------ More More More Than Than Than More Three Six One Than More Three Months Months Year to Three Than Five More Months to Six to Twelve Three Years to Years to Than or Less Months Months Years Five Years Ten Years Ten Years Total -------- -------- --------- --------- ---------- --------- --------- -------- (Dollars in thousands) INTEREST EARNING ASSETS: Real Estate Loans: ARM loans............. $ 3,251 $ 1,845 $ 4,687 $ 10,634 $ 19,399 $ 4,796 $ -- $ 44,612 Fixed rate loans...... 10,389 10,336 20,722 41,346 70,620 106,699 199,942 460,054 Residential construction loans... -- 17 -- 1,043 2,762 -- 2,882 6,704 Multi-family.......... 28 -- 7 7 23 152 182 399 Second mortgage loans................ 2,114 103 -- 1,408 9,015 2,433 -- 15,073 Consumer loans......... 969 -- -- -- -- -- -- 969 Mortgage-backed securities............ -- 21,523 -- -- -- -- -- 21,523 Investment securities (1)................... 48,833 11.182 1,508 91,812 84,268 16,383 3,081 257,067 FHLB stock............. -- -- -- -- -- -- 11,400 11,400 -------- -------- --------- --------- --------- --------- -------- -------- Total interest earning assets................. 65,584 45,006 26,924 146,250 186,087 130,463 217,487 817,801 INTEREST BEARING LIABILITIES: Passbook, club and other accounts........ 2,436 2,436 4,873 15,588 11,529 17,342 15,403 69,607 Money market and NOW accounts......... 3,369 3,369 6,738 18,123 10,835 12,419 6,755 61,609 Certificate accounts... 54,040 88,842 125,075 109,616 17,884 10,012 -- 405,469 Borrowings............. 11,250 -- -- 110,000 28,000 70,000 -- 219,250 Advances by borrowers for taxes and insurance............. 10,993 -- -- -- -- -- -- 10,993 -------- -------- --------- --------- --------- --------- -------- -------- Total interest bearing liabilities............ 82,088 94,647 136,686 253,327 68,248 109,773 22,158 766,927 -------- -------- --------- --------- --------- --------- -------- -------- Interest sensitivity gap.................... $(16,504) $(49,641) $(109,762) $(107,077) $ 117,839 $ 20,690 $195,329 $ 50,874 ======== ======== ========= ========= ========= ========= ======== ======== Cumulative interest sensitivity gap........ $(16,504) $(66,145) $(175,907) $(282,984) $(165,145) $(144,455) $ 50,874 $ 50,874 ======== ======== ========= ========= ========= ========= ======== ======== Cumulative interest sensitivity gap as a percentage of total assets................. (1.99%) (7.96%) (21.16%) (34.04%) (19.87%) (17.38%) 6.12% 6.12% Cumulative net interest earning assets as a percentage of cumulative interest bearing liabilities.... 79.89% 62.57% 43.88% 50.07% 73.99% 80.60% 106.63% 106.63% - ------- (1) Includes interest bearing deposits in other financial institutions and federal funds sold. - -------------------------------------------------------------------------------- 12 - -------------------------------------------------------------------------------- At December 31, 1999 ------------------------------------------------------------------------------------------- More More More Than Than Than More More Three Six One Than Than Three Months Months Year to Three Five More Months to Six to Twelve Three Years to Years to Than or Less Months Months Years Five Years Ten Years Ten Years Total -------- --------- --------- --------- ---------- --------- --------- -------- (Dollars in thousands) INTEREST EARNING ASSETS: Real Estate Loans: ARM loans.............. $ 2,892 $ 1,105 $ 4,199 $ 10,316 $ 2,423 $ 1,577 $ -- $ 22,512 Fixed rate loans....... 11,080 11,042 22,092 81,018 68,089 183,238 114,132 490,691 Residential construction loans.... -- -- -- -- -- -- 7,577 7,577 Multi-family........... -- -- -- 27 127 168 178 500 Second mortgage loans................. 1,824 -- -- 81 7,980 1,101 26 11,012 Consumer loans......... 967 -- -- -- -- -- -- 967 Investment securities.. 49,775 375 768 8,247 2,980 41,430 153,203 256,778 FHLB stock............. -- -- -- -- -- -- 11,400 11,400 -------- --------- --------- --------- --------- --------- -------- -------- Total interest earning assets................. 66,538 12,522 27,059 99,689 81,599 227,514 286,516 801,437 INTEREST BEARING LIABILITIES: Passbook, club and other accounts........ 2,546 2,546 5,091 16,318 12,101 18,275 16,432 73,309 Money market and NOW accounts.......... 2,719 2,719 5,437 14,936 9,189 10,946 6,313 52,259 Certificate accounts... 70,824 65,000 129,164 85,895 23,202 12,279 -- 386,364 Borrowings............. 30,000 -- -- -- 70,000 138,000 -- 238,000 Advances by borrowers for taxes and insurance......... 11,223 -- -- -- -- -- -- 11,223 -------- --------- --------- --------- --------- --------- -------- -------- Total interest bearing liabilities............ 117,312 70,265 139,692 117,149 114,492 179,500 22,745 761,155 -------- --------- --------- --------- --------- --------- -------- -------- Interest sensitivity gap.................... $(50,774) $ (57,743) $(112,633) $ (17,460) $ (32,893) $ 48,014 $263,771 $ 40,282 ======== ========= ========= ========= ========= ========= ======== ======== Cumulative interest sensitivity gap........ $(50,774) $(108,517) $(221,150) $(238,610) $(271,503) $(223,489) $ 40,282 $ 40,282 ======== ========= ========= ========= ========= ========= ======== ======== Cumulative interest sensitivity gap as a percentage of total assets................. (6.22%) (13.30%) (27.10%) (29.24%) (33.27%) (27.38%) 5.03% 5.03% Cumulative net interest earning assets as a percentage of cumulative interest bearing liabilities.... 56.72% 42.15% 32.43% 46.31% 51.42% 69.73% 105.29% 105.29% - -------------------------------------------------------------------------------- 13 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- Average Balances, Interest and Average Yields The following table sets forth certain information relating to the Company's balance sheet at December 31, 2000, and average balance sheets and statements of income for the years ended December 31, 2000, 1999 and 1998, and reflect the tax equivalent average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average monthly balance of assets or liabilities, respectively, for the years presented. Average balances are based on average daily balances. The yields and costs include fees which are considered adjustments to yields. Interest income for 2000, 1999 and 1998 shown in the chart below is the tax equivalent interest income. Tax equivalent interest income is being used because interest on investment securities include tax-exempt securities. Tax- exempt securities carry pre-tax yields lower than comparable taxable assets. Therefore, it is more meaningful to analyze interest income on a tax-equivalent basis. Tax equivalent adjustments of $3.4 million, $3.8 million and $1.1 mil- lion were made to interest income on investment securities in 2000, 1999 and 1998, respectively. At December 31, 2000 Year Ended December 31, 2000 ------------------- ---------------------------- Average Average Balance Yield/Cost Balance Interest Yield/Cost -------- ---------- -------- -------- ---------- (Dollars in thousands) Interest-earning Assets: Investment securities (1)...... $262,042 6.86% $238,737 $15,932 6.67% Conventional loans (2)(6)...... 526,842 7.11 533,002 38,376 7.20 Other loans.................... 969 7.04 980 69 7.04 Mortgage-backed securities..... 21,523 6.76 13,567 977 7.20 Federal funds sold............. 6,425 5.70 13,200 800 6.06 -------- -------- ------- Total interest-earning assets...................... 817,801 7.01 799,486 56,154 7.02 ------- Non-interest earning assets.. 14,879 17,201 -------- -------- TOTAL ASSETS............... $832,680 $816,687 ======== ======== Interest-bearing Liabilities: Passbook, club and other accounts (5).................. $ 69,607 3.33% $ 59,000 $ 2,737 4.64% Money market and NOW accounts.. 61,609 3.10 83,044 1,637 1.97 Certificate accounts........... 405,469 5.60 389,054 23,256 5.98 Borrowings..................... 219,250 5.86 221,960 13,047 5.88 -------- -------- ------- Total interest-bearing liabilities................. 755,935 5.23 753,058 40,677 5.40 ------- Non-interest-bearing liabilities................. 15,125 9,071 -------- -------- TOTAL LIABILITIES.......... 771,060 762,129 Stockholders' equity........... 61,620 54,558 -------- -------- Total liabilities and stockholders' equity.......... $832,680 $816,687 ======== ======== Net tax equivalent interest income/net interest rate spread (3)........ $15,477 1.62% ======= Net tax equivalent yield on average interest-earning assets (4)..... 1.77% 1.94% Ratio of average interest-earning assets to average interest-bearing liabilities..................... 1.06 1.05 - ------- (1) Includes interest-bearing deposits in other financial institutions and FHLB stock. (2) Includes non-accrual loans, deferred net loan origination fees, undisbursed portion of loans in process, and allowance for loan losses. (3) Net interest rate spread represents the difference between the average yield on interest-earning assets, and the average cost of interest- bear- ing liabilities. (4) Net interest margin represents net interest income as a percentage of average interest-earning assets. (5) Includes advances by borrowers for taxes and insurance. (6) Interest on conventional loans includes loan fees of $326, $723, and $613 for the years ended December 31, 2000, 1999 and 1998, respectively. - -------------------------------------------------------------------------------- 14 - -------------------------------------------------------------------------------- December 31, 1999 December 31, 1998 ---------------------------- ---------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost -------- -------- ---------- -------- -------- ---------- (Dollars in thousands) Interest-earning Assets: Investment securities (1).................. $241,728 $15,765 6.52% $115,109 $ 7,395 6.42% Conventional loans (2)(6)............... 535,222 38,974 7.28 566,367 41,848 7.39 Other loans........... 937 66 7.04 831 58 6.98 Mortgage-backed securities........... -- -- -- 4,979 284 5.70 Federal funds sold.... 18,518 1,073 5.79 22,413 1,212 5.41 -------- ------- -------- ------- Total interest- earning assets..... 796,405 55,878 7.02 709,699 50,797 7.16 ------- ------- Non-interest earning assets............. 12,190 10,762 -------- -------- TOTAL ASSETS...... $808,595 $720,461 ======== ======== Interest-bearing Liabilities: Passbook, club and other accounts (5)... $ 85,151 $ 3,021 3.55% $ 82,136 $ 2,480 3.02% Money market and NOW accounts............. 53,508 1,404 2.62 47,945 1,147 2.39 Certificate accounts.. 356,439 19,751 5.54 362,720 21,186 5.84 Borrowings............ 230,335 12,886 5.59 142,481 8,030 5.64 -------- ------- -------- ------- Total interest- bearing liabilities........ 725,433 37,062 5.11 635,282 32,843 5.17 ------- ------- Non-interest-bearing liabilities........ 18,836 9,524 -------- -------- TOTAL LIABILITIES. 744,269 644,806 Stockholders' equity.. 64,326 75,655 -------- -------- Total liabilities and stockholders' equity. $808,595 $720,461 ======== ======== Net tax equivalent interest income/net interest rate spread (3).................... $18,816 1.91% $17,954 1.99% ======= ======= Net tax equivalent yield on average interest-earning assets (4).................... 2.36% 2.53% Ratio of average interest-earning assets to average interest- bearing liabilities.... 1.10 1.12 - -------------------------------------------------------------------------------- 15 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- Rate/Volume Analysis The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabili- ties have affected the Company's interest income and interest expense during the years indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate mul- tiplied by current volume) and (iii) the changes attributable to the combined impact of volume and rate. The change in interest due to both rate and volume in the rate/volume analysis table have been allocated to changes due to rate and volume in proportion to the absolute amounts of the changes in each. The average rates for investment securities used to calculate the variances in the following table, for 2000, 1999 and 1998, are tax equivalent rates. Year Ended December 31, Year Ended December 31, 2000 vs. 1999 1999 vs. 1998 Increase (Decrease) in Increase (Decrease) in Net Interest Income Due to Net Interest Income Due to --------------------------------- ---------------------------- Total Total Increase Increase Volume Rate (Decrease) Volume Rate (Decrease) -------- --------- ------------ ------- ------- ---------- (In thousands) Interest-earning assets: Investment securities. $ (195) $ 362 $ 167 $ 8,129 $ 241 $ 8,370 Conventional loans.... (162) (436) (598) (2,302) (572) (2,874) Other loans........... 3 -- 3 7 1 8 Mortgage-backed securities........... 977 -- 977 (284) -- (284) Federal funds sold.... (308) 35 (273) (211) 72 (139) -------- --------- --------- ------- ------- ------- Total interest- earning assets..... 315 (39) 276 5,339 (258) 5,081 -------- --------- --------- ------- ------- ------- Interest-bearing liabilities: Passbook, club and other accounts....... (928) 644 (284) 91 450 541 Money Market and NOW accounts............. 774 (541) 233 133 124 257 Certificate accounts.. 1,807 1,698 3,505 (367) (1,068) (1,435) Borrowings............ (468) 629 161 4,955 (99) 4,856 -------- --------- --------- ------- ------- ------- Total interest- bearing liabilities........ 1,185 2,430 3,615 4,812 (593) 4,219 -------- --------- --------- ------- ------- ------- Net change in net interest income........ $ (870) $(2,469) $(3,339) $ 527 $ 335 $ 862 ======== ========= ========= ======= ======= ======= - -------------------------------------------------------------------------------- 16 - -------------------------------------------------------------------------------- Sources of Funding Deposit growth and borrowings have been the integral source of funds and the means of growth for the Company. In this regard, management has emphasized pro- viding an increased level of service to its customers in its local market areas in order to retain and develop deposit relationships with such customers. In 2000 and 1999, First Bell placed considerable emphasis on core deposit rela- tionships, consisting of money market, NOW, passbook, club and statement sav- ings accounts. These accounts tend to be stable and lower cost than other types of deposits. Certificates of deposit are offered with terms ranging from three months to ten years and are priced at competitive rates. As of December 31, 2000, the Company had outstanding borrowings from the FHLB in the amount of $208.0 million and a bank line of credit of $11.3 million. These borrowings were used to fund the investment portfolio and to help manage the Company's equity and the interest rate risk position. The following table sets forth information concerning the Company's liabili- ties and stockholders' equity at December 31, 2000 and 1999. Dollar amounts are in thousands. December 31, 2000 December 31, 1999 ------------------- ------------------- Percent Percent of of Amount Total Amount Total --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Deposits................................. $ 536,685 64.45% $ 511,931 62.34% Borrowings............................... 219,250 26.33 238,000 28.98 Other liabilities........................ 15,125 1.82 16,722 2.04 Stockholders' equity..................... 61,620 7.40 54,518 6.64 --------- ------- --------- ------- TOTAL LIABILITIES STOCKHOLDERS' EQUITY.. $ 832,680 100.00% $ 821,171 100.00% ========= ======= ========= ======= Liabilities Total liabilities increased to $771.1 million at December 31, 2000 from $766.7 million at December 31, 1999. The $4.4 million or 0.6% increase was the result of an increase in deposits, offset by a decrease in borrowings. Borrowings decreased by $18.8 million or 7.9% to $219.3 million at December 31, 2000 from $238.0 million at December 31, 1999. Total deposits increased by $24.8 million or 4.8% to $536.7 million at December 31, 2000 from $511.9 million at December 31, 1999. The increase was the result of certificate accounts increasing by $19.1 million and a net increase in core savings accounts of $5.6 million or 4.5%. Capital Total stockholders' equity increased by $7.1 million or 13.0% to $61.6 million at December 31, 2000 from $54.5 million at December 31, 1999. The primarily factors contributing to the increase in total stockholders' equity were net income of $6.7 million and the increase in the value of investment securities held as available for sale, net of taxes of $7.9 million. These increases were offset by the purchase of $6.5 million in treasury stock and dividends declared of $2.0 million. - -------------------------------------------------------------------------------- 17 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - ------------------------------------------------------------------------------- December 31, 2000 Operating Results The following table presents selected components of net income for the years ended December 31, 2000, 1999 and 1998. Dollar amounts are in thousands. For the Years Ended December 31, ----------------------- 2000 1999 1998 ------- ------- ------- Tax equivalent interest income......................... $56,154 $55,878 $50,798 Interest expense....................................... 40,677 37,061 32,844 ------- ------- ------- Tax equivalent net interest income..................... 15,477 18,817 17,954 Provision for loan loss................................ -- 120 90 Other income........................................... 858 598 643 Other expenses......................................... 5,598 6,116 5,643 Income taxes........................................... 4,035 5,137 5,026 ------- ------- ------- Net Income............................................. $ 6,702 $ 8,042 $ 7,838 ======= ======= ======= Net income for the year ended December 31, 2000 decreased by $1.3 million or 16.7% to $6.7 million from $8.0 million for the year ended December 31, 1999. The decrease was the primarily the result of a decrease in net interest income offset by a decrease in other expenses and income taxes. Interest Income Interest income discussed in this section is tax equivalent income. Tax equivalent interest income is being used because interest on investment secu- rities includes tax-exempt securities. Tax-exempt securities carry pre-tax yields lower than comparable taxable assets. Therefore, it is more meaningful to analyze interest income on a tax-equivalent basis. Tax equivalent adjust- ments of $3.4 million, $3.8 million and $1.1 million were made for the years ended December 31, 2000, 1999 and 1998, respectively. Interest income increased by $276,000 or 0.5% to $56.2 million for the year ended December 31, 2000 from $55.9 million for the year ended December 31, 1999. The increase was primarily due to an increase in interest earned on investment securities and mortgage-backed securities offset by a decrease in interest earned on conven- tional mortgage loans. Interest on investment securities and mortgage-backed securities increased by $167,000 and $977,000, respectively for the year ended December 31, 2000 and 1999. The increase was the result of the average rate earned on the investment portfolio increasing to 6.67% for the year ended December 31, 2000 from 6.52% for the year ended December 31, 1999. There were no mortgage-backed securities held in the Association's portfolio as of December 31, 1999. Interest on conventional mortgage loans decreased by $598,000 or 1.5% to $38.4 million for the year ended December 31, 2000 from $39.0 million for the year ended December 31, 1999. The decrease was the result of the average balance for conventional mortgage loans decreasing by $2.2 million to $533.0 million for the year ended December 31, 2000 from $535.2 million for the comparable 1999 period. Also contributing to the decrease was an eight basis points decline in the average rate earned on con- ventional mortgage loans. The average rate earned on conventional mortgage loans for 2000 was 7.20% compared to 7.28% for 1999. Interest Expense Interest expense increased to $40.7 million for the year ended December 31, 2000 from $37.1 million for the year ended December 31, 1999. The $3.6 million or 9.8% increase was the result of a rising interest rate environment. Over an eighteen month period, beginning in June, 1999 the Federal Reserve Bank increased interest rates 175 basis points or 1.75%. As a result, in fiscal year 2000, the average rate for certificates of deposit and the Company's borrowings increased from 5.54% to 5.98% and from 5.59% to 5.88%, respective- ly. Also, average balance of certificates of deposit increased $32.6 million or 9.15% from $356.4 million to $389.1 million. The average balance on borrowings decreased to $222.0 million for the year ended December 31, 2000 from $230.3 million for the year ended December 31, 1999. An increase in interest expense on money market and NOW deposits of $233,000 was offset by a decrease in interest - ------------------------------------------------------------------------------- 18 - -------------------------------------------------------------------------------- expense for passbook, club and other accounts of $284,000. Net Interest Income Tax equivalent net interest income decreased by $3.3 million or 17.7% to $15.5 million for the year ended December 31, 2000 from $18.8 million for the year ended December 31, 1999. The increase was the result of interest income rising by $276,000 offset by an increase in interest expense of $3.6 million. Provision for Loan Loss No additional provision for loan loss was recorded during the year ended December 31, 2000. In determining the provision for loan losses, management assesses the risk inherent in its loan portfolio including, but not limited to, an evaluation of the concentration of loans secured by properties located in the Pittsburgh area, the trends in national and local economies, trends in the real estate market and in the Company's loan portfolio and the level of non- performing loans and assets. The Company's history of loan losses has been min- imal, which management believes is a reflection of the Company's underwriting standards. There were no charge-offs for the years ended December 31, 2000 and 1999. Management believes the current level of loan loss reserve is adequate to cover losses inherent in the portfolio as of such date. However, there can be no assurance that the Company will not sustain losses in future periods. Other Income Other income increased by $260,000 or 43.5% to $858,000 for the year ended December 31, 2000 from $598,000 for the year ended December 31, 1999. The increase was the result of gains on sales of investment securities increasing to $138,000 for the year ended December 31, 2000 compared to $45,000 for the year ended December 31, 1999. In addition, service fees and charges and miscel- laneous income increased $81,000 and $86,000. respectively. Other Expenses Other expenses decreased by $518,000 or 8.5% to $5.6 million for the year ended December 31, 2000 from $6.1 million for the year ended December 31, 1999. The decrease was the primarily the result of a decrease in compensation, pay- roll taxes and fringe benefits, federal insurance premiums and office occupancy expense offset by increases in computer services and miscellaneous expenses. During fiscal year 2000, compensation, payroll taxes and fringe benefits decreased $416,000 or 13.0% due to reduced staffing and reductions in benefit costs linked to the Company's stock price. Federal insurance premiums decreased $192,000 or 64.0% and office occupancy expense decreased $50,000, while com- puter services and miscellaneous expenses increased $137,000. Income Taxes Income taxes decreased to $586,000 from $1.3 million as a larger percentage of the Company's income was derived from the tax exempt securities in the year ended December 31, 2000 in comparison to the year ended December 31, 1999. Tax equivalent adjustments of $3.4 million and $3.8 million were made for the years ended December 31, 2000 and 1999, respectively. The annualized effective tax rate after the tax equivalent increase was 37.6% for 2000 compared to 39.0% for 1999. December 31, 1999 Operating Results Net income for the year ended December 31, 1999 increased by $204,000 or 2.6% to $8.0 million from $7.8 million for the year ended December 31, 1998. The increase was the primarily the result of an increase in net interest income offset by an increase in other expenses. Interest Income Interest income discussed in this section is tax equivalent income. Tax equiv- alent interest income is being used because interest on investment securities includes tax-exempt securities. Tax-exempt securities carry pre-tax yields lower than comparable taxable assets. Therefore, it is more meaningful to ana- lyze interest income on a tax-equivalent basis. Tax equivalent adjustments of $3.8 million and $1.1 million were made for the years ended December 31, 1999 and 1998, respectively. Interest income increased by $5.1 million or 10.0% to $55.9 million for the year ended December 31, 1999 from $50.8 million for the year ended December 31, 1998. The increase was primarily due to an increase in interest earned on investment securities offset by a decrease in interest earned on conventional mortgage loans. Interest on investment securities increased by $8.4 million or 113.2% to $15.8 million for the year ended Decem- ber 31, 1999 from $7.4 million for the - -------------------------------------------------------------------------------- 19 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- comparable 1998 period. The increase was the result of the average balance increasing to $241.7 million for the year ended December 31, 1999 from $115.1 million for the year ended December 31, 1998. Interest on conventional mortgage loans decreased by $2.9 million or 6.9% to $39.0 million for the year ended December 31, 1999 from $41.8 million for the year ended December 31, 1998. The decrease was the result of the average balance for conventional mortgage loans decreasing by $31.1 million or 5.5% to $535.2 million for the year ended Decem- ber 31, 1999 from $566.4 million for the comparable 1998 period. Also contrib- uting to the decrease was an eleven basis points decline in the average rate earned on conventional mortgage loans. The average rate earned on conventional mortgage loans for 1999 was 7.28% compared to 7.39% for 1998. Interest Expense Interest expense increased to $37.0 million for the year ended December 31, 1999 from $32.8 million for the year ended December 31, 1998. The $4.2 million or 12.8% increase was the result of an increase in interest expense on borrowings offset by a decrease in interest expense on deposits. Interest expense on borrowings increased by $4.9 million or 60.5% to $12.9 million for the year ended December 31, 1999 from $8.0 million for the year ended December 31, 1998. The increase was the result of the average balance on borrowings which increased to $230.3 million for the year ended December 31, 1999 from $142.5 million for the year ended December 31, 1998. Interest expense on depos- its decreased by $638,000 or 2.6% to $24.2 million for the year ended December 31, 1999 from $24.8 million for the comparable 1998 period. The decrease was the primarily the result of a decline in the average cost on certificate accounts. The average cost for 1999 was 5.54% compared to 5.84% for 1998. Net Interest Income Tax equivalent net interest income increased by $862,000 or 4.8% to $18.8 mil- lion for the year ended December 31, 1999 from $18.0 million for the year ended December 31, 1998. The increase was the result of interest income rising by $5.1 million offset by an increase in interest expense of $4.2 million. Provision for Loan Loss The provision for loan loss for 1999 was $120,000. The addition to the provi- sion is the result of an increase in the origination of jumbo, home equity and Community Reinvestment Act ("CRA") mortgages. In determining the provision for loan losses, management assesses the risk inherent in its loan portfolio including, but not limited to, an evaluation of the concentration of loans secured by properties located in the Pittsburgh area, the trends in national and local economies, trends in the real estate market and in the Company's loan portfolio and the level of non-performing loans and assets. The Company's his- tory of loan losses has been minimal, which management believes is a reflection of the Company's underwriting standards. There were no charge-offs for the years ended December 31, 1999 and 1998. Management believes the current level of loan loss reserve is adequate to cover losses inherent in the portfolio as of such date. However, there can be no assurance that the Company will not sustain losses in future periods. Other Income Other income decreased by $45,000 or 7.0% to $598,000 for the year ended December 31, 1999 from $643,000 for the year ended December 31, 1998. The decrease was the result of gains on sales of investment securities and mort- gage-backed securities declining to $45,000 for the year ended December 31, 1999 compared to $97,000 for the year ended December 31, 1998. In addition, a decline in miscellaneous income of $19,000 was primarily the result of losses on real estate owned included in miscellaneous income. Offsetting these decreases was a rise in loan fees and service charges of $26,000 or 5.0%. Other Expenses Other expenses increased by $473,000 or 8.4% to $6.1 million for the year ended December 31, 1999 from $5.6 million for the year ended December 31, 1998. The increase was the primarily the result of an increase in miscellaneous expenses. Miscellaneous expenses increased to $1.5 million for the year ended December 31, 1999 from $1.1 million for the comparable 1998 period. The $456,000 or 41.7% increase was due to expenses associated with the annual meeting and one-time non-recurring expenses related to the operation of the Association. - -------------------------------------------------------------------------------- 20 - -------------------------------------------------------------------------------- Income Taxes Income taxes remained relatively flat for the years ended December 31, 1999 and 1998. Tax equivalent adjustments of $3.8 million and $1.1 million were made for the years ended December 31, 1999 and 1998, respectively. The annualized effective tax rate after the tax equivalent increase was 39.0% for 1999 and 39.1% for 1998. New Accounting Pronouncements For a discussion of new accounting pronouncements and their effect on the Com- pany, see note number 2 to the Consolidated Financial Statements. - -------------------------------------------------------------------------------- 21 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT Management's Report on Internal Control and Compliance with Laws and Regulations - -------------------------------------------------------------------------------- March 23, 2001 To the Stockholders of First Bell Bancorp, Inc.: Financial Statements The management of First Bell Bancorp, Inc. ("the Company") is responsible for the preparation, integrity, and fair presentation of its published financial statements and all other information presented in this annual report. The financial statements have been prepared in accordance with accounting princi- ples generally accepted in the United States of America ("generally accepted accounting principles") and, as such, include amounts based on informed judgements and estimates made by management. Internal Control Management is responsible for establishing and maintaining effective internal control over financial reporting, including safeguarding of assets, for finan- cial presentations in conformity with both generally accepted accounting prin- ciples and the Office of Thrift Supervision ("OTS") instructions for Thrift Financial Reports ("TFR"). The internal control contains monitoring mechanisms, and actions are taken to correct deficiencies identified. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reason- able assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. Management assessed the institution's internal control over financial reporting, including safeguarding of assets, for financial presentations in conformity with both generally accepted accounting principles and TFR instructions as of December 31, 2000. This assessment was based on criteria for effective internal control over financial reporting, including safeguarding of assets, described in Internal Control--Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that the Company maintained effective internal control over financial reporting, including safeguarding of assets, presented in confor-mity with both generally accepted accounting principles and TFR instructions as of December 31, 2000. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of the Company's management. The Audit Committee is responsible for recommending to the Board of Directors, the selection of independent auditors. It meets periodically with management, the independent auditors, and the internal auditor to ensure that they are carrying out their responsibilities. The Committee is also responsible for performing an oversight rule by reviewing and monitoring the financial, accounting and auditing proce- dures of the Company in addition to reviewing the Company's financial reports. The independent auditors and the internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the adequacy of internal control over financial reporting and any other matters which they believe should be brought to the attention of the Committee. Compliance with Laws and Regulations Management is also responsible for ensuring compliance with the federal laws and regulations concerning loans to insiders and the federal and state laws and regulations concerning dividend restrictions, both of which are designated by the Federal Deposit Insurance Corporation as safety and soundness laws and reg- ulations. Management assessed its compliance with the designated safety and soundness laws and regulations and has maintained records of its determinations and assessments as required by the OTS. Based on this assessment, Management believes that the Company has complied, in all material respects, with the des- ignated safety and soundness laws and regulations for the year ended December 31, 2000. /s/ Albert H. Eckert, II Albert H. Eckert, II Chief Executive Officer /s/ Jeffrey M. Hinds Jeffrey M. Hinds Chief Financial Officer - -------------------------------------------------------------------------------- 22 Independent Auditors' Report - ------------------------------------------------------------------------------- To the Board of Directors and Stockholders of First Bell Bancorp, Inc.: We have audited the accompanying consolidated balance sheets of First Bell Bancorp, Inc. and subsidiary, as of December 31, 2000 and 1999, and the related consolidated statements of income, comprehensive income (loss), changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the respon- sibility of First Bell Bancorp Inc.'s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the finan- cial statements are free of material misstatement. An audit includes examin- ing, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as eval- uating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of First Bell Bancorp, Inc. and sub- sidiary as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP Pittsburgh, Pennsylvania March 23, 2001 - ------------------------------------------------------------------------------- 23 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT Consolidated Balance Sheets (In thousands, except shares and per share data) - -------------------------------------------------------------------------------- December 31, ------------------ 2000 1999 ASSETS -------- -------- CASH AND CASH EQUIVALENTS: Cash on hand................................................ $ 988 $ 1,857 Noninterest-bearing deposits................................ 2,113 2,204 Interest-bearing deposits................................... 37,408 16,407 -------- -------- Total cash and cash equivalents........................... 40,509 20,468 FEDERAL FUNDS SOLD............................................ 6,425 33,000 INVESTMENT SECURITIES HELD-TO-MATURITY--At cost (fair value of $5,242 at December 31, 1999).................. -- 4,989 INVESTMENT SECURITIES AVAILABLE-FOR-SALE--At fair value (cost of $215,237 and $217,043 at December 31, 2000 and 1999, respectively).......................................... 213,234 202,382 MORTGAGE BACKED SECURITIES AVAILABLE-FOR-SALE--At fair value (cost of $21,271 at December 31, 2000)....................... 21,523 -- CONVENTIONAL LOANS--Net of allowance for loan losses of $925 at December 31, 2000 and 1999................................ 526,842 532,292 OTHER LOANS--Net.............................................. 969 967 REAL ESTATE OWNED............................................. 29 390 PREMISES AND EQUIPMENT--Net................................... 3,682 3,924 FEDERAL HOME LOAN BANK STOCK--At cost......................... 11,400 11,400 ACCRUED INTEREST RECEIVABLE................................... 5,383 4,947 DEFERRED TAX ASSET............................................ 1,232 5,049 PREPAID INCOME TAXES.......................................... 152 -- OTHER ASSETS.................................................. 1,300 1,363 -------- -------- Total assets.............................................. $832,680 $821,171 ======== ======== 2000 1999 LIABILITIES AND STOCKHOLDERS' EQUITY -------- -------- DEPOSITS: Passbook, club and other accounts........................... $ 69,607 $ 73,308 Money market and NOW accounts............................... 61,609 52,259 Certificate accounts........................................ 405,469 386,364 -------- -------- Total deposits............................................ 536,685 511,931 BORROWINGS.................................................... 219,250 238,000 ADVANCES BY BORROWERS FOR TAXES AND INSURANCE................. 10,993 11,223 ACCRUED INTEREST ON DEPOSITS.................................. 869 703 ACCRUED INTEREST ON BORROWINGS................................ 1,183 864 ACCRUED INCOME TAXES.......................................... -- 777 DIVIDENDS PAYABLE ON COMMON STOCK............................. 490 453 OTHER LIABILITIES............................................. 1,590 2,702 -------- -------- Total liabilities......................................... 771,060 766,653 -------- -------- STOCKHOLDERS' EQUITY: Preferred stock ($.01 par value; 2,000,000 shares authorized; no shares issued or outstanding)............... -- -- Common stock ($.01 par value; 20,000,000 shares authorized; 8,596,250 shares issued and 4,758,360 and 5,189,063 outstanding at December 31, 2000 and 1999, respectively, one stock right per share)................................. 86 86 Additional paid-in capital.................................. 62,556 62,217 Unearned ESOP shares (495,807 and 528,739 shares at December 31, 2000 and 1999, respectively)........................... (3,507) (3,740) Unearned MRP shares (210,727 and 242,384 shares at December 31, 2000 and 1999, respectively)........................... (2,937) (3,378) Treasury stock, at cost (3,837,890 and 3,407,187 shares at December 31, 2000, and 1999, respectively)................. (62,030) (55,523) Accumulated other comprehensive loss, net of taxes.......... (1,067) (8,931) Retained earnings--substantially restricted................. 68,519 63,787 -------- -------- Total stockholders' equity................................ 61,620 54,518 -------- -------- Total liabilities and stockholders' equity................ $832,680 $821,171 ======== ======== See notes to consolidated financial statements. - -------------------------------------------------------------------------------- 24 Consolidated Statements of Income (In thousands, except per share amounts) - -------------------------------------------------------------------------------- Years Ended December 31, ---------------------------- 2000 1999 1998 -------- -------- -------- INTEREST AND DIVIDEND INCOME: Conventional loans.............................. $ 38,376 $ 38,974 $ 41,848 Interest-bearing deposits....................... 1,218 1,027 1,152 Mortgage-backed securities...................... 977 -- 284 Federal funds sold.............................. 800 1,073 1,212 Investment securities, taxable.................. 1,438 3,212 2,509 Investment securities, non-taxable.............. 9,021 6,981 2,104 Other loans..................................... 69 66 58 Federal Home Loan Bank stock.................... 806 757 482 -------- -------- -------- Total interest and dividend income............ 52,705 52,090 49,649 -------- -------- -------- INTEREST EXPENSE: Deposits........................................ 27,630 24,175 24,813 Borrowings...................................... 13,047 12,886 8,030 -------- -------- -------- Total interest expense........................ 40,677 37,061 32,843 -------- -------- -------- NET INTEREST INCOME............................... 12,028 15,029 16,806 PROVISION FOR LOAN LOSSES......................... -- 120 90 -------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES........................................... 12,028 14,909 16,716 -------- -------- -------- OTHER INCOME: Service fees and charges........................ 623 542 516 Gain (loss) on sales of mortgage-backed securities available-for-sale.................. -- -- 97 Gain on sale of investments..................... 138 45 -- Miscellaneous income............................ 97 11 30 -------- -------- -------- Total other income............................ 858 598 643 -------- -------- -------- OTHER EXPENSES: Compensation, payroll taxes and fringe benefits. 2,777 3,193 3,227 Federal insurance premiums...................... 108 300 305 Office occupancy expense, excluding depreciation................................... 472 522 498 Depreciation.................................... 294 291 296 Computer services............................... 298 261 224 Miscellaneous expenses.......................... 1,649 1,549 1,093 -------- -------- -------- Total other expenses.......................... 5,598 6,116 5,643 -------- -------- -------- INCOME BEFORE PROVISION FOR INCOME TAXES.......... 7,288 9,391 11,716 -------- -------- -------- PROVISION FOR INCOME TAXES: Current: Federal........................................ 1,149 1,609 3,048 State.......................................... 666 728 809 Deferred (benefit) expense...................... (1,229) (988) 21 -------- -------- -------- Total provision for income taxes.............. 586 1,349 3,878 -------- -------- -------- NET INCOME........................................ $ 6,702 $ 8,042 $ 7,838 ======== ======== ======== BASIC EARNINGS PER SHARE.......................... $ 1.61 $ 1.68 $ 1.41 ======== ======== ======== DILUTED EARNINGS PER SHARE........................ $ 1.57 $ 1.61 $ 1.35 ======== ======== ======== See notes to consolidated financial statements. - -------------------------------------------------------------------------------- 25 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT Consolidated Statements of Comprehensive Income (Loss) (In thousands) - -------------------------------------------------------------------------------- Years Ended December 31, ----------------------------- 2000 1999 1998 -------- --------- -------- Net income....................................... $ 6,702 $ 8,042 $ 7,838 Unrealized gains (losses) arising during the period.......................................... 12,911 (16,551) 1,993 Less: reclassification adjustment for (gains) losses realized in net income................... -- (45) (97) -------- --------- ------- Comprehensive income, before tax adjustment...... 19,613 (8,554) 9,734 Tax benefit (expense)............................ (5,047) 6,486 (834) -------- --------- ------- Comprehensive (loss) income, net of taxes........ $ 14,566 $ (2,068) $ 8,900 ======== ========= ======= See notes to consolidated financial statements. - -------------------------------------------------------------------------------- 26 Consolidated Statements of Changes in Stockholders' Equity (In thousands) - -------------------------------------------------------------------------------- Preferred Stock Common Stock Additional Unearned ----------------- ----------------- Paid-in ESOP Shares Par Value Shares Par Value Capital Shares ------- --------- ------ --------- ---------- -------- BALANCE, DECEMBER 31, 1997............... -- $-- 6,511 $86 $61,371 $(4,217) Purchase of treasury stock............. -- -- (424) -- -- -- Allocation of MRP shares............... -- -- -- -- 67 -- Allocation of ESOP shares.............. -- -- -- -- 373 245 Exercise of options.................... -- -- 13 -- (43) -- Change in unrealized gain in securities available-for-sale, net of taxes...... -- -- -- -- -- -- Dividends ($.40 per share)............. -- -- -- -- -- -- Net income............................. -- -- -- -- -- -- --- --- ----- --- ------- ------- BALANCE, DECEMBER 31, 1998............... -- -- 6,100 86 61,768 (3,972) Purchase of treasury stock............. -- -- (911) -- -- -- Allocation of MRP shares............... -- -- -- -- 129 -- Allocation of ESOP shares.............. -- -- -- -- 320 232 Change in unrealized gain (loss) in securities available-for-sale, net of taxes...... -- -- -- -- -- -- Dividends ($.40 per share)............. -- -- -- -- -- -- Net income............................. -- -- -- -- -- -- --- --- ----- --- ------- ------- BALANCE, DECEMBER 31, 1999............... -- -- 5,189 86 62,217 (3,740) Purchase of treasury stock............. -- -- (431) -- -- -- Allocation of MRP shares............... -- -- -- -- 91 -- Allocation of ESOP shares.............. -- -- -- -- 248 233 Change in unrealized gain in securities available-for-sale, net of taxes...... -- -- -- -- -- -- Dividends ($.48 per share)............. -- -- -- -- -- -- Net income............................. -- -- -- -- -- -- --- --- ----- --- ------- ------- BALANCE, DECEMBER 31, 2000............... -- $-- 4,758 $86 $62,556 $(3,507) === === ===== === ======= ======= Accumulated Other Unearned Comprehensive MRP Treasury Income, Retained Shares Stock Net of Taxes Earnings Total -------- -------- ------------- -------- -------- BALANCE, DECEMBER 31, 1997............... $(4,290) $(32,077) $ 117 $51,993 $ 72,983 Purchase of treasury stock............. -- (7,069) -- -- (7,069) Allocation of MRP shares............... 451 -- -- -- 518 Allocation of ESOP shares.............. -- -- -- -- 618 Exercise of options.................... -- 228 -- -- 185 Change in unrealized gain in securities available-for-sale, net of taxes...... -- -- 1,062 -- 1,062 Dividends ($.40 per share)............. -- -- -- (2,233) (2,233) Net income............................. -- -- -- 7,838 7,838 ------- -------- -------- ------- -------- BALANCE, DECEMBER 31, 1998............... (3,839) (38,918) 1,179 57,598 73,902 Purchase of treasury stock............. -- (16,604) -- -- (16,604) Allocation of MRP shares............... 461 -- -- -- 590 Allocation of ESOP shares.............. -- -- -- -- 552 Change in unrealized gain (loss) in securities available-for-sale, net of taxes...... -- -- (10,110) -- (10,110) Dividends ($.40 per share)............. -- -- -- (1,854) (1,854) Net income............................. -- -- -- 8,042 8,042 ------- -------- -------- ------- -------- BALANCE, DECEMBER 31, 1999............... (3,378) (55,522) (8,931) 63,786 54,518 Purchase of treasury stock............. -- (6,508) -- -- (6,508) Allocation of MRP shares............... 441 -- -- -- 532 Allocation of ESOP shares.............. -- -- -- -- 481 Change in unrealized gain in securities available-for-sale, net of taxes...... -- -- 7,864 -- 7,864 Dividends ($.48 per share)............. -- -- -- (1,969) (1,969) Net income............................. -- -- -- 6,702 6,702 ------- -------- -------- ------- -------- BALANCE, DECEMBER 31, 2000............... $(2,937) $(62,030) $ (1,067) $68,519 $ 61,620 ======= ======== ======== ======= ======== See notes to consolidated financial statements. - -------------------------------------------------------------------------------- 27 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT Consolidated Statements of Cash Flows (In thousands) - -------------------------------------------------------------------------------- Years Ended December 31, ----------------------------- 2000 1999 1998 -------- -------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income...................................... $ 6,702 $ 8,042 $ 7,838 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation................................... 294 291 296 Deferred income taxes.......................... (1,229) (988) 21 Amortization of premiums and accretion of discounts..................................... (82) (93) (19) Provision for loan loss........................ -- 120 90 Compensation expense--allocations of ESOP and MRP shares.................................... 1,013 1,055 1,175 (Gain) loss on sale of real estate owned....... (84) 11 (13) Gain on sale of mortgage-backed securities available-for-sale............................ -- -- (97) Gain on sale of investments, held-to-maturity.. (138) -- -- Gain on sale of investments available-for- sale.......................................... -- (45) -- Increase or decrease in assets and liabilities: Accrued interest receivable................... (436) (676) (1,069) Accrued interest on deposits.................. 166 103 65 Accrued interest on borrowings................ 319 1 531 Prepaid/Accrued income taxes.................. (929) 658 (109) Other assets.................................. 63 (426) (322) Other liabilities............................. (1,112) 195 296 Dividends payable............................. 37 (83) (39) -------- -------- --------- Net cash provided by operating activities....... 4,584 8,165 8,644 -------- -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investment securities available-for- sale........................................... -- (90,188) (132,770) Purchase of mortgage-backed securities available-for-sale............................. (23,073) -- -- Net decrease (increase) in Federal Funds........ 26,575 3,175 (34,625) Maturity of investment securities held-to- maturity....................................... -- 5,000 -- Maturity of investment securities available-for- sale........................................... -- -- 10,000 Principal paydowns on mortgage-backed securities available-for-sale............................. 1,768 -- 1,402 Net proceeds from sale of investment securities held to maturity............................... 5,125 -- -- Net proceeds from sale of mortgage-backed securities available-for-sale.................. -- -- 30,352 Net proceeds from sale of investment securities available-for-sale............................. -- 3,317 -- Principal paydowns on investment securities available-for-sale............................. 1,869 4,700 3,974 Net decrease in conventional loans.............. 5,421 11,765 33,958 Net (increase) decrease in other loans.......... (2) (68) 8 Purchase of Federal Home Loan Bank stock........ -- (2,400) (3,852) Net proceeds from sale of real estate owned..... 493 140 128 Purchase of premises and equipment.............. (53) (810) (209) -------- -------- --------- Net cash provided by (used in) investing activities..................................... 18,123 (65,369) (91,634) -------- -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in demand deposits, NOW accounts and savings accounts.................. 5,649 (174) 10,891 Net increase (decrease) in certificate accounts....................................... 19,105 16,977 (10,818) Advances by borrowers for taxes and insurance... (230) (132) (872) Net (decrease) increase in borrowings........... (18,750) 58,000 90,000 Dividends paid.................................. (1,932) (1,938) (2,271) Proceeds from stock options exercised........... -- -- 149 Purchase of treasury stock...................... (6,508) (16,604) (7,069) -------- -------- --------- Net cash (used in) provided by financing activities..................................... (2,666) 56,129 80,010 -------- -------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...................................... 20,041 (1,075) (2,980) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR...... 20,468 21,543 24,523 -------- -------- --------- CASH AND CASH EQUIVALENTS, END OF YEAR............ $ 40,509 $ 20,468 $ 21,543 ======== ======== ========= SUPPLEMENTAL DISCLOSURES: Cash paid for: Interest on deposits and advances by borrowers for taxes and insurance....................... $ 27,464 $ 24,073 $ 24,747 Interest on borrowings......................... 12,728 12,886 7,500 Income taxes................................... 2,752 1,731 3,936 Noncash transactions: Transfers from conventional loans to real estate acquired through foreclosure........... 29 459 201 Increase in additional paid-in capital--ESOP and MRP allocations........................... 339 449 397 Unrealized gain (loss) on securities available- for-sale...................................... 12,911 (16,596) 1,896 See notes to consolidated financial statements. - -------------------------------------------------------------------------------- 28 Notes to Consolidated Financial Statements Years Ended December 31, 2000, 1999 and 1998 - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION The principal business of the Company is to operate a traditional customer oriented savings and loan association. The Association's business is pri- marily conducted through six branch offices located throughout the suburban Pittsburgh, Pennsylvania area and its principal office in the borough of Bellevue. The Company's principal executive office is located in Wilming- ton, Delaware. The consolidated financial statements include the accounts of First Bell Bancorp, Inc. ("First Bell") and its wholly-owned subsidiary, Bell Federal Savings and Loan Association of Bellevue (the "Association" or "Bell Federal", collectively the "Company"). All significant intercompany transactions have been eliminated in consolidation. The investment in Bell Federal on First Bell's parent company financial statements is carried at the parent company's equity in the underlying net assets. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles and with general practices within the banking industry. In preparing such consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Federal Home Loan Bank System--The Association is a member of the Fed- eral Home Loan Bank ("FHLB") system. As a member, the Association is required to maintain a minimum investment in capital stock of the FHLB of not less than 1% of the Association's outstanding conventional mort- gage loans or 0.3% of its total assets. Deficiencies, if any, in the required investment at the end of any reporting period are purchased in the subsequent reporting period. The Association receives dividends on its FHLB stock. b. Cash and Cash Equivalents--For the purpose of presenting the consolidated statements of cash flows, cash on hand and interest and noninterest-bearing deposits with original maturities of less than 90 days are considered cash equivalents. The Association services mortgage loans for the Federal National Mort- gage Association ("FNMA"). The Association is required to restrict cash balances equal to the corresponding escrow funds. As of December 31, 2000 and 1999, restricted cash of approximately $362,000 and $427,000, respectively, has been segregated on the books of the Association. The Association's reserve requirements imposed by the Federal Reserve Bank averaged approximately $1,061,000 and $1,132,000 for the years ended December 31, 2000 and 1999, respectively. c. Investment and Mortgage-Backed Securities--The Company follows Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Debt and Equity Securities," for investment and mortgage-backed securities. Investment and mortgage-backed securities that may be sold as part of the Company's asset/liability or liquidity management or in response to or in anticipation of changes in interest rates and prepayment risk or other factors are classified as available- for-sale and are carried at fair market value. Unrealized gains and losses on such securities are reported net of related taxes as other comprehensive income and as a separate component of stockholders' equity. Securities that the Company has the intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Realized gains and losses on sales of all securities are reported in earnings and are computed using the specific identification cost basis. Premiums are amortized and discounts are accreted to maturity using the level yield method. The Company does not maintain atrading account. d. Conventional Loans--Interest on loans is credited to income as earned. Interest earned that has not been collected is accrued. Interest - -------------------------------------------------------------------------------- 29 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- accrued on loans delinquent more than 90 days is offset by a reserve for uncollected interest and is, therefore, not recognized as income. Origi- nation fees and costs related to activities performed for a loan origi- nation are deferred and recognized over the contractual life using the level yield method in accordance with SFAS No. 91 "Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases." e. Servicing of Loans--The total amount of loans serviced for others was $16,539,000, $19,088,000 and $24,388,000, at December 31, 2000, 1999 and 1998, respectively. f. Allowance for Loan Losses--The allowance for loan losses is determined by management, taking into consideration the past loan loss experience, known and inherent risks in the portfolio, adverse situations which may affect the borrowers' ability to repay and estimated values of underlying collateral and current economic conditions in the Association's lending area. While management uses the best information available to estimate losses on loans, future additions to the allowance may be necessary for changes in economic conditions beyond the Association's control. g. Real Estate Owned--Real estate owned is initially recorded at the lower of carrying value or fair value less estimated costs to sell. Subsequently, such real estate is carried at the lower of fair value less estimated costs to sell or its initial recorded value. Reductions in the carrying value of real estate subsequent to acquisition are recorded through a valuation allowance. Costs related to the development and improvement of the real estate are capitalized, whereas those costs relating to holding the real estate are charged to expense. Recovery of the carrying value of real estate acquired in settlement of loans is dependent to a great extent on economic, operating and other conditions that may be beyond the Company's control. h. Premises and Equipment--Premises, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives (3-50 years) or leasehold period, if shorter, of the related assets. i. Deposits--Interest on deposits is accrued and charged to operating expense monthly and is paid in accordance with the terms of the respec- tive accounts. j. Income Taxes--The Company follows the provisions of SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires the asset and liability method of accounting for income taxes, under which deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Under SFAS No. 109, the effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Management considers whether a valuation allowance is required for existing deferred tax assets. k. Other Comprehensive Income--The Financial Accounting Standards Board ("FASB") issued SFAS No. 130, "Reporting Comprehensive Income," which became effective for financial statements for fiscal years beginning after December 15, 1997. SFAS No. 130 established standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. - -------------------------------------------------------------------------------- 30 - ------------------------------------------------------------------------------- The following table sets forth the related tax effects allocated to each element of other comprehensive income for the years ended December 31, 2000, 1999 and 1998: 2000 1999 1998 ------------------------ ---------------------------- ----------------------- Tax Tax Tax (Expense) Net- (Expense) Net-of- Pre- (Expense) Net- Pre-tax or of-tax Pre-tax or tax tax or of-tax Amount Benefit Amount Amount Benefit Amount Amount Benefit Amount ------- --------- ------ -------- --------- -------- ------ --------- ------ Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period......... $12,911 $(5,047) $7,864 $(16,551) $6,468 $(10,083) $1,993 $(872) $1,121 Less: reclassification adjustment for gains (losses) realized in net income............ -- -- -- 45 (18) 27 97 (38) 59 ------- ------- ------ -------- ------ -------- ------ ----- ------ Net unrealized gains (losses).............. 12,911 (5,047) 7,864 (16,596) 6,486 (10,110) 1,896 (834) 1,062 ------- ------- ------ -------- ------ -------- ------ ----- ------ Other comprehensive income................. $12,911 $(5,047) $7,864 $(16,596) $6,486 $(10,110) $1,896 $(834) $1,062 ======= ======= ====== ======== ====== ======== ====== ===== ====== The following table sets forth the components of accumulated other compre- hensive income for the years ended December 31, 2000, 1999 and 1998: 2000 1999 1998 ------- -------- ------ Beginning balance................................... $(8,931) $ 1,179 $ 117 Net unrealized gains on securities, net of taxes.... 7,864 (10,110) 1,062 ------- -------- ------ Ending balance...................................... $(1,067) $ (8,931) $1,179 ======= ======== ====== l. Segment Information--In June 1997, the FASB issued Statement No. 131, "Disclosures About Segments of an Enterprise and Related Information," which was effective for financial statements for periods beginning after December 15, 1997. The Company has determined that it only has one oper- ating segment which is the operation of a bank, therefore, will not be presenting any further segment information. m. Earnings Per Share--Basic EPS is computed by dividing net income avail- able to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income available to common stockholders, adjusted for dilutive secu- rities, by the weighted average number of common shares outstanding, adjusted for dilutive securities. n. Treasury Stock--Treasury stock is recorded at cost. o. Interest Rate Risk--A significant portion of the Company's assets con- sist of long-term fixed-rate residential mortgage loans, while a signif- icant portion of the Company's liabilities consist of deposits with con- siderably shorter terms. As a result of these differences in the maturities of assets and liabilities, any significant increase in inter- est rates will have an adverse effect on the Company's results of opera- tions. p. New Accounting Pronouncements Not Yet Adopted--In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement, as amended, establishes accounting and reporting standards for derivative instruments, including certain deriv- ative instruments embedded in other contracts, and for hedging activi- ties. The provisions of this statement are effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Company will adopt SFAS No. 133 effective January 1, 2001. Management does not expect that the adoption of SFAS No. 133 will have a significant impact on the financial position, results of operations, or cash flows of the Company. q. Reclassifications--Certain balances have been reclassified to conform to the 2000 presentation. 3. STOCKHOLDER RIGHTS PLAN The Company adopted a Stockholder Rights Plan on November 18, 1998 in which preferred stock purchase rights were distributed as a dividend at the rate of one right for each share of common stock held as of the close of busi- ness on November 30, - ------------------------------------------------------------------------------- 31 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- 1998 and for each share of Company Common Stock issued (including shares distributed from Treasury) by the Company thereafter and prior to the Dis- tribution Date. Each Right will entitle stockholders to buy one one-thousandth of a share of Series A Preferred Stock of the Company at an exercise price of $50.00. The Rights will be exercisable only if a person or group acquires benefi- cial ownership of 10% or more of the Company's outstanding Common Stock or commences a tender or exchange offer upon consummation of which a person or group would beneficially own 10% or more of the Company's outstanding Com- mon Stock. If any person becomes the beneficial owner of 10% or more of Company's Com- mon Stock or a holder of 10% or more of the Company's Common Stock engages in certain self-dealing transactions or a merger transaction in which the Company is the surviving corporation and its Common Stock remains outstand- ing, then each Right not owned by such person or certain related parties will entitle its holder to purchase, at the Right's then-current exercise price, units of the Company's Series A Preferred Stock having a market value equal to twice the then-current exercise price. In addition, if First Bell is involved in a merger or other business combination transactions with another person after which its Common Stock does not remain outstand- ing, or sells 50% or more of its assets or earning power to another person, each Right will entitle its holder to purchase, at the Right's then-current exercise price, shares of common stock of the ultimate parent of such other person having a market value equal to twice the then-current exercise price. First Bell will generally be entitled to redeem the Rights at $0.01 per right at any time until the 10th business day following public announcement that a person or group has acquired 10% or more of the Company's Common Stock. 4. INVESTMENT SECURITIES HELD-TO-MATURITY There were no investment securities held-to- maturity at December 31, 2000. The $5.0 million reduction from December 31, 1999 was the result of the Company selling a U.S. Treasury Note that resulted in a gain of $138,000. The sale of the security was done to improve the Company's interest rate risk position. The proceeds from the sale were used to help fund the purchase of the adjustable rate mortgage-backed securities. The following is a summary of investment securities held-to-maturity at December 31, 1999 (in thousands): 1999 ----------------------------- Gross Gross Amor- Unreal- Unreal- tized ized ized Fair Cost Gain Loss Value ------ ------- ------- ------ Treasury bills.................................. $4,985 $182 -- $5,167 Other investments............................... 4 71 -- 75 ------ ---- --- ------ $4,989 $253 -- $5,242 ====== ==== === ====== There were no sales of investment securities held-to-maturity during the years ended December 31, 1999 or 1998. 5. INVESTMENT SECURITIES AVAILABLE-FOR-SALE These investments consist of municipal securities and collateralized mort- gage obligations ("CMO's"). The following is a summary of investment secu- rities available-for-sale at December 31, 2000 and 1999 (in thousands): 2000 ----------------------------------- Gross Gross Amor- Unreal- Unreal- tized ized ized Fair Cost Gain Loss Value -------- ------- -------- -------- Municipal Securities............................... $199,196 $608 $ (2,618) $197,186 CMO's..................................... 11,037 12 (5) 11,044 FHLB Bond................................. 5,000 -- -- 5,000 Other Investments......................... 4 -- -- 4 -------- ---- -------- -------- $215,237 $620 $ (2,623) $213,234 ======== ==== ======== ======== 1999 ----------------------------------- Municipal Securities............................... $199,141 $ -- $(14,373) $184,768 CMO's..................................... 12,902 12 (153) 12,761 FHLB Bond................................. 5,000 -- (147) 4,853 -------- ---- -------- -------- $217,043 $ 12 $(14,673) $202,382 ======== ==== ======== ======== There were no sales of investment securities available-for-sale during the years ended December 31, 2000 and 1998. In 1999, proceeds from the sale of municipal securities available for sale were $3,317,000 resulting in gross and net gains of $45,000. - -------------------------------------------------------------------------------- 32 - ------------------------------------------------------------------------------- The carrying value and fair value of investment securities available-for- sale by contractual maturity as of December 31, 2000, are shown below (in thousands): Amortized Fair Cost Value --------- -------- Due after one through five years.......................... $ 519 $ 525 Due after five years through ten years.................... 64,282 64,524 Due after ten years....................................... 150,436 148,185 -------- -------- $215,237 $213,234 ======== ======== The expected maturity may differ from the contractual maturity for the municipal securities because most of these securities have a call feature that is earlier than the contractual maturity date. For the CMO's, the expected maturity may differ from the contractual maturity because borrow- ers may have the right to prepay obligations with or without prepayment penalties. 6. MORTGAGE-BACKED SECURITIES AVAILABLE-FOR-SALE The following is a summary of mortgage-backed securities available-for-sale held at December 31, 2000 (in thousands): Gross Gross Amor- Unreal- Unreal- tized ized ized Fair Cost Gains Loss Value ------- ------- ------- ------- Federal National Mortgage Association......... $ 9,229 $146 -- $ 9,375 Government National Mortgage Association...... 12,042 106 -- 12,148 ------- ---- --- ------- $21,271 $252 -- $21,523 ======= ==== === ======= There were no mortgage-backed securities available-for-sale held at Decem- ber 31, 1999. There were no sales of mortgage-backed securities available-for-sale during the year ended December 31, 2000. Proceeds from sales of mortgage-backed securities available-for-sale were $30,352,000 for the year ended December 31, 1998 resulting in gross gains of $200,000 and gross losses of $103,000. The contractual maturity of these securities is in excess of 25 years. The expected maturity will differ from the contractual maturity because borrowers may have the right to prepay obligations with or without call or prepayment penalties. 7. CONVENTIONAL LOANS The following is a summary of conventional loans as of December 31, 2000 and 1999 (in thousands): 2000 1999 -------- -------- Conventional mortgages...................................... $507,601 $516,514 Residential construction loans.............................. 12,087 16,229 Multi-family loans.......................................... 399 500 Second mortgage loans....................................... 15,073 11,012 -------- -------- 535,160 544,255 Less: Deferred net loan origination fees.......................... 2,020 2,386 Undisbursed portion of construction loans in process........ 5,373 8,652 Allowance for loan losses................................... 925 925 -------- -------- $526,842 $532,292 ======== ======== Conventional mortgages consist of one- to four-family fixed and adjustable rate loans. The Company grants loans throughout the greater Pittsburgh, Pennsylvania metropolitan area. The Company's borrowers ability to repay the loans Company's outstanding is, therefore, dependent on the economy of that area. Nonaccrual loans totaled $565,000 and $269,000 at December 31, 2000 and 1999, respectively. The Association does not accrue interest on loans past due 90 days or more. Uncollected interest on total nonaccrual loans amounted to $32,000, $6,000 and $32,000 for the years ended December 31, 2000, 1999 and 1998, respectively. In February, 2001 the Company sold approximately $20,400,000 fixed rate mortgage loans for a gain of approximately $62,000. The sale was completed to improve the Company's interest rate risk position. The proceeds from the sale were reinvested into securitized loans from the Small Business Admin- istration. - ------------------------------------------------------------------------------- 33 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- 8. ALLOWANCE FOR LOAN LOSSES The following is an analysis of the changes in the allowance for loan losses for the years ended December 31 (in thousands): 2000 1999 1998 ---- ---- ---- Balance, beginning of year.................................... $925 $805 $715 Provision for loan losses..................................... -- 120 90 Recovery of previous loan chargeoffs.......................... -- -- -- ---- ---- ---- Balance, end of year.......................................... $925 $925 $805 ==== ==== ==== 9. PREMISES AND EQUIPMENT The following is a summary of premises and equipment as of December 31 (in thousands): 2000 1999 ------ ------ Land and land improvements..................................... $ 529 $ 529 Office buildings and leasehold improvements.................... 4,402 4,435 Furniture, fixtures and equipment.............................. 1,927 1,874 ------ ------ 6,858 6,838 Less accumulated depreciation and amortization................. 3,176 2,914 ------ ------ $3,682 $3,924 ====== ====== The Company leases certain of its branch offices under various operating leases. Some of these leases contain renewal and extension clauses. The following is a summary of the future minimum lease payments under these operating leases (in thousands): Year Ending Minimum Lease December 31, Payments ------------ ------------- 2001............................................................ $138 2002............................................................ 82 2003............................................................ 69 2004............................................................ 63 2005............................................................ 63 2006 and thereafter............................................. 43 Rental expense under these leases was approximately $139,000, $157,000 and $163,000 for the years ended December 31, 2000, 1999 and 1998, respective- ly. 10. DEPOSITS The following is a summary of deposits and stated interest rates as of December 31 (in thousands): Stated Rate 2000 1999 ------------- -------- -------- Balance by interest rate: Passbook, club and other accounts........... 3.00%--4.45% $ 69,607 $ 73,308 -------- -------- Money market and NOW accounts............... 0.00%--3.21% 61,609 52,259 -------- -------- Certificate accounts........................ 3.00%--5.50% 30,631 217,751 5.51%--6.00% 73,556 119,707 6.01%--6.50% 110,565 29,773 6.51%--7.50% 188,371 14,350 7.51%--8.50% 2,344 2,750 8.51%--9.50% -- 2,032 9.51%--10.00% 2 1 -------- -------- 405,469 386,364 -------- -------- $536,685 $511,931 ======== ======== Noninterest-bearing demand deposits were approximately $3,306,000 and $3,791,000 at December 31, 2000 and 1999, respectively. The following is a summary of certificate accounts by contractual maturity at December 31, 2000 (in thousands): Contractual Maturity ----------- 2001................................................................. $267,957 2002................................................................. 77,695 2003................................................................. 31,921 2004................................................................. 5,464 2005................................................................. 12,420 2006 and thereafter.................................................. 10,012 -------- $405,469 ======== The Association maintains insurance on deposits through the Savings Associ- ation Insurance Fund ("SAIF"), which is under the supervision of the Fed- eral Deposit Insurance Corporation ("FDIC"). Deposits in excess of $100,000 are not insured by the SAIF. The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was $45,662,000 and $43,732,000 at December 31, 2000 and 1999, respective- ly. - -------------------------------------------------------------------------------- 34 - -------------------------------------------------------------------------------- 11. BORROWINGS The following is a summary of borrowings as of December 31, (in thousands): Amount Rate Type Maturity Date ------- ----- ---------- --------------- 2000 $11,250 8.26% Adjustable January 2003(5) 40,000 5.79%(1) Fixed April 2008 25,000 5.66%(1) Fixed May 2008 45,000 5.60%(1) Fixed June 2008 28,000 4.99%(2) Fixed January 2009 25,000 6.01%(3) Fixed June 2010 25,000 6.12%(3) Fixed June 2010 20,000 6.14%(3) Fixed June 2010 Amount Rate Type Maturity Date ------- ----- ---------- --------------- 1999 $20,000 5.83%(4) Fixed January 2000 8,000 6.96% Adjustable January 2000 2,000 6.84% Adjustable January 2000 70,000 5.61%(1) Fixed December 2004 40,000 5.79%(1) Fixed April 2008 25,000 5.66%(1) Fixed May 2008 45,000 5.60%(1) Fixed June 2008 28,000 4.99%(2) Fixed January 2009 The above borrowings are secured by the assets of the Company. ------- (1) The FHLB has the option to convert this interest rate to an adjustable rate based on the three month LIBOR at the five-year anniversary date of the borrowings origination, which will occur in the second quarter of 2003. (2) The FHLB has the option to convert this interest rate to an adjustable rate based on the three month LIBOR at the five-year anniversary date of the borrowings origination, which will occur in the first quarter of 2004. (3) Every six months the Federal Home Loan Bank ("FHLB") has the option to convert this interest rate to an adjustable rate based on the three- month London Interbank Offered Rate ("LIBOR"). (4) Every six months the FHLB has the option to convert this interest rate to an adjustable rate based on the three-month LIBOR. This borrowing was paid off in 2000. (5) Quarterly payments of $1,250,000 are due on this term loan through the maturity date. 12. REGULATORY CAPITAL REQUIREMENTS AND RESTRICTIONS The Association is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capi- tal requirements can initiate certain mandatory--and possibly additional discretionary--actions by regulators that, if undertaken, could have a direct material effect on the Association's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt correc- tive action, the Association must meet specific capital guidelines that involve quantitative measures of the Association's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Association's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Association to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier I Capital to risk-weighted assets and of Tangible and Tier I Capital to total assets. Effective in April 1999, the minimum Tier I Capital to total assets ratio changed to 4.00% and the increase in the Tier I Capital to total assets ratio will not materially impact the Association. As of December 31, 2000, the Association met all capital adequacy requirements to which it is subject. The most recent notification from the Office of Thrift Supervision catego- rized the Association as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Association must maintain minimum Total Capital to risk-weighted assets, Tier I Capital to risk-weighted assets and Tier I Capital to total assets ratios as set forth in the following table. - -------------------------------------------------------------------------------- 35 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- There are no conditions or events since that notification that management believes have changed the institution's category. The Association had the following amounts of capital and capital ratios at December 31, 2000 and 1999 (in thousands): To Be Well Capitalized Under Prompt For Capital Corrective Adequacy Action Actual Purposes Provisions ------------- ------------- ------------- Amount Ratio Amount Ratio Amount Ratio ------- ----- ------- ----- ------- ----- As of December 31, 2000: Total Capital (to risk- weighted assets)............. $80,327 23.11% $27,804 8.00% $34,756 10.00% Tier I Capital (to risk- weighted assets)............. 79,402 22.85% N/A 4.00% 20,853 6.00% Tier I Capital (to total assets)...................... 79,402 9.41% 33,727 4.00% 42,172 5.00% Tangible Capital.............. 79,402 9.41% 12,651 1.50% N/A N/A As of December 31, 1999: Total Capital (to risk- weighted assets)............. $75,763 21.51% $28,176 8.00% $35,220 10.00% Tier I Capital (to risk- weighted assets)............. 74,838 21.25% N/A 4.00% 21,132 6.00% Tier I Capital (to total assets)...................... 74,838 8.90% 33,638 4.00% 42,048 5.00% Tangible Capital.............. 74,838 8.90% 12,614 1.50% N/A N/A Tangible Capital and Tier I Capital (to total assets) capital ratios are computed as a percentage of total assets. Total Capital and Tier I Capital (to risk-weighted assets) ratios are computed as a percentage of risk- weighted assets. Risk-weighted assets were $347,556,000 and $352,195,000 at December 31, 2000 and 1999, respectively. At the date of the conversion from a mutual to a stock organization, the Association established a liquidation account in an amount equal to its retained income as of June 30, 1995. The liquidation account is maintained for the benefit of eligible account holders and supplemental eligible account holders who continue to maintain their accounts at the Association after the conversion. The liquidation account is reduced annually to the extent that eligible account holders and supplemental eligible account holders have reduced their qualifying deposits as of each anniversary date. Subsequent increases in such balances will not restore an eligible account holder's or supplemental eligible account holder's interest in the liquida- tion account. In the event of a complete liquidation of the Association, each eligible account holder and supplemental eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. The Association may not declare or pay cash dividends on or repurchase any of its shares of common stock if the effect thereof would cause equity to be reduced below applicable regulatory capital maintenance requirements or if such declaration and payment would otherwise violate regulatory require- ments. At December 31, 2000, the maximum dividend the Association may declare and pay to First Bell is approximately $31.5 million. 13. EARNINGS PER SHARE Both basic and diluted earnings per share are calculated as of December 31 as follows (in thousands, except per share amounts): Weighted Average Per Income Shares Share 2000 ------ -------- ----- Income available to common stockholders................ $6,702 4,879 Unearned ESOP shares................................... -- (515) Unearned MRP shares.................................... -- (211) ------ ----- Basic earnings per share............................... 6,702 4,153 $1.61 ===== Effect of dilutive securities: MRP shares............................................ -- 30 Stock options......................................... -- 101 ------ ----- Diluted earnings per share............................. $6,702 4,284 $1.57 ====== ===== ===== - -------------------------------------------------------------------------------- 36 - -------------------------------------------------------------------------------- Weighted Average Per Income Shares Share 1999 ------ -------- ----- Income available to common stockholders............... $8,042 5,590 Unearned ESOP shares.................................. -- (547) Unearned MRP shares................................... -- (242) ------ ----- Basic earnings per share.............................. 8,042 4,801 $1.68 ===== Effect of dilutive securities: MRP shares........................................... -- 65 Stock options........................................ -- 138 ------ ----- Diluted earnings per share............................ $8,042 5,004 $1.61 ====== ===== ===== Weighted Average Per Income Shares Share 1998 ------ -------- ----- Income available to common stockholders............... $7,838 6,411 Unearned ESOP shares.................................. -- (581) Unearned MRP shares................................... -- (275) ------ ----- Basic earnings per share.............................. 7,838 5,555 $1.41 ===== Effect of dilutive securities: MRP shares........................................... -- 99 Stock options........................................ -- 156 ------ ----- Diluted earnings per share............................ $7,838 5,810 $1.35 ====== ===== ===== 14. INTEREST EXPENSE The following is a summary of interest expense on deposits for the years ended December 31 (in thousands): 2000 1999 1998 ------- ------- ------- Passbook, club and other accounts................... $ 2,737 $ 3,021 $ 2,480 Money market and NOW accounts....................... 1,637 1,404 1,147 Certificate accounts................................ 23,256 19,750 21,186 ------- ------- ------- $27,630 $24,175 $24,813 ======= ======= ======= 15. INCOME TAXES Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the bases used for income tax purposes. The tax effects of significant items comprising the net deferred tax asset (liability) at December 31 are as follows (in thousands): 2000 1999 ------- ------- Deferred Tax Assets: Unrealized loss on investment securities, available for sale.................................................... $ 684 $ 5,731 Alternative minimum tax credit carryforward.............. 1,678 684 Other.................................................... 221 199 ------- ------- Total deferred tax assets............................... 2,583 6,614 ------- ------- Deferred Tax Liabilities: Deferred loan origination fees........................... (734) (751) Allowance for loan losses................................ (258) (449) Depreciation on premises and equipment................... (359) (365) ------- ------- Total deferred tax liabilities.......................... (1,351) (1,565) ------- ------- Net deferred tax asset.................................. $ 1,232 $ 5,049 ======= ======= The Company generated an alternative minimum tax credit carryforwards in 2000 and 1999 of $994 and $684, respectively. These tax credits can be carried over indefinitely. The provision for income taxes consists of the following components for the year ended December 31 (in thousands): 2000 1999 1998 ------- ------ ------ Current: Federal............................................. $ 1,149 $1,609 $3,048 State............................................... 666 728 809 Deferred (benefit) expense........................... (1,229) (988) 21 ------- ------ ------ Total provision for income taxes................... $ 586 $1,349 $3,878 ======= ====== ====== The reconciliation between the federal statutory tax rate and the Company's effective income tax rate for the year ended December 31 is as follows: 2000 1999 1998 ----- ----- ---- Statutory tax rate...................................... 34.0% 34.0% 34.0% State income taxes...................................... 6.0 5.1 4.6 Tax exempt interest income.............................. (33.0) (25.3) (5.8) Other--net.............................................. 1.0 0.6 0.3 ----- ----- ---- Effective tax rate..................................... 8.0% 14.4% 33.1% ===== ===== ==== - -------------------------------------------------------------------------------- 37 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- In accordance with SFAS No. 109, the Company has provided for deferred income taxes for the differences between the bad debt deduction for tax and financial statement purposes incurred after December 31, 1987. Deferred taxes have not been recognized with respect to pre-1988 tax basis bad debt reserves. In the event that the Company were to recapture these reserves into income, it would recognize tax expense of approximately $1.7 million. As a result of legislation enacted in 1996, however, this liability will not be recaptured if the Company were to change its depository institution charter. 16. EMPLOYEE BENEFIT PLANS Defined Benefit Pension Plan--The Company had a defined benefit pension plan for substantially all employees. During 1999, the Company terminated the Defined Benefit Pension Plan. The termination is considered a settle- ment as defined in SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined benefit Pension Plans and for Termination Bene- fits." At the option of the employee, all plan assets were distributed either through the purchase of a non-participating annuity contract or lump sum distribution. The Company was relieved of primary responsibility for any pension benefit obligation. The termination eliminated significant risks related to the obligation and the assets used to effect the settle- ment. On May 10, 1999, the final contribution was made which resulted in an expense of $100,000. The benefits of the defined benefit plan were gener- ally based on the years of service and the employee's compensation during the last five years of employment. The Defined Benefit Pension Plan was amended in the prior year to freeze benefit accruals effective March 31, 1998 and to fully vest all active Participants on April 1, 1998. Such amendment constituted a curtailment as defined by SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits." The effects of such curtailment are reflected in the following table. Net periodic pension cost for the defined benefit plan includes the follow- ing components for the year ended December 31, 1998 (in thousands): 1998 ----- Components of Net Periodic Pension Cost Service cost--benefits earned during the period..................... $ 18 Interest cost on projected benefit obligation....................... 77 Expected return on assets........................................... (74) Amortization of initial unrecognized net obligation or (net asset) as of January 1, 1987.............................................. (5) Amortization of prior service cost.................................. (2) Recognized net actuarial (gain) or loss............................. -- ----- FAS 87 net periodic pension cost.................................... 14 Curtailment recognized during the year.............................. (117) ----- Total net periodic pension (income) cost............................. $(103) ===== The following rate assumptions were used in the plan accounting as of December 31, 1998: 1998 ---- Discount rate.......................................................... 6.70% Rate of compensation increases......................................... 5.00% Expected long-term rate of return on plan assets....................... 6.75% Deferred Supplemental Compensation Plan--During 1992, the Board of Direc- tors approved a supplemental deferred compensation plan for the President of the Association. The plan provides that the President will receive deferred compensation in an amount up to $60,000 per year based upon the return on assets of the Company for the prior year. The compensation will be paid to the President upon his retirement. For the year ended December 31, 2000, deferred compensation expense under this plan was $45,000. For the years ended December 31, 1999 and 1998, deferred compensation expenses under this plan were $60,000 each year. 401(k) Plan--The Association maintains a defined contribution 401(k) plan to provide benefits for substantially all employees. The plan provides for, but does not require, employees to make tax deferred payroll savings con- tributions. The Association is required to make a matching contribution based on the level of employee contribution. The total expense recorded - -------------------------------------------------------------------------------- 38 - -------------------------------------------------------------------------------- under this plan for the years ended December 31, 2000, 1999 and 1998, was approximately $9,200, $9,900 and $9,800, respectively. Employee Stock Ownership Plan--The Association has established the Bell Federal Savings and Loan Association of Bellevue Employee Stock Ownership Plan ("ESOP") which covers substantially all employees. The shares for the plan were purchased with the proceeds of a loan from the Company which will be repaid through the operations of the Association. Shares are allocated to employees, as principal and interest payments are made to the Company. Compensation expense related to the ESOP for 2000, 1999 and 1998, totaled $480,000, $511,000 and $586,000, respectively, based on the average fair value of shares committed to be released. The loan and related interest expense on the loan are eliminated in these consolidated financial state- ments. The fair value of unallocated ESOP shares at December 31, 2000 was approximately $6,786,358. Shares held by the ESOP were as follows as of December 31: 2000 1999 1998 ------- ------- ------- Unallocated shares, beginning of year............. 528,739 561,562 596,089 Shares released for allocation.................... (32,932) (32,823) (34,527) ------- ------- ------- Unallocated shares, end of year................... 495,807 528,739 561,562 ======= ======= ======= Stock Option Plan--The Company has a fixed option plan that was approved by Shareholders on April 29, 1996. Options under this plan have been granted to certain officers and directors of the Company. The plan also permits options to be granted to employees at the Company's discretion. Under the plan, the total number of shares of common stock that may be granted is 859,625. The Company has adopted the disclosure-only provision of SFAS No. 123, "Accounting for Stock-Based Compensation," and accordingly, no compen- sation cost has been recognized for the stock option plan. Had compensation cost for the Company's stock option plan been determined based on the fair value at the grant date for awards in 1997 and 1996 consistent with the provisions of SFAS No. 123, the Company's net earnings and earnings per share would have been reduced to the pro forma amounts indicated below for the years ended December 31 (in thousands, except per share amounts): Basic Diluted Earnings Earnings Net Per Per Income Share Share 2000 ------ -------- -------- As reported......................................... $6,702 $1.61 $1.57 Pro forma........................................... $6,616 $1.59 $1.54 Basic Diluted Earnings Earnings Net Per Per Income Share Share 1999 ------ -------- -------- As reported......................................... $8,042 $1.68 $1.61 Pro forma........................................... $7,867 $1.64 $1.57 Basic Diluted Earnings Earnings Net Per Per Income Share Share 1998 ------ -------- -------- As reported......................................... $7,838 $1.41 $1.35 Pro forma........................................... $7,615 $1.37 $1.31 The following summarizes the activity in the Stock Option Plan for the year ended December 31: 2000 1999 1998 -------- -------- -------- Options outstanding, beginning of year.......... 380,486 380,486 437,288 Options exercised............................... -- -- (13,931) Options forfeited............................... -- -- (42,871) -------- -------- -------- Options outstanding, end of year................ 380,486 380,486 380,486 ======== ======== ======== Weighted average exercise price, end of year.... $10.70 $10.70 $10.70 ======== ======== ======== Options exercisable, end of year................ 304,382 228,285 152,188 ======== ======== ======== Options available for grant, end of year........ 465,208 465,208 465,208 ======== ======== ======== Weighted-average fair value of options granted during the year................................ $ -- $ -- $ -- ======== ======== ======== Remaining contractual life of outstanding options........................................ 6 Years 7 Years 8 Years - -------------------------------------------------------------------------------- 39 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- The exercise price of all options was reduced from $13.375 to $10.70 during 1997 as a result of the return of capital distribution made on December 16, 1996. As a result, the Company was required to issue additional options to the existing participants in an amount equal to the difference between the value of the options in each participant's account before the reduction in the exercise price, and the value of the options in each participant's account after the reduction in the exercise price. All options granted in 1997 are as a result of this equitable right adjustment. Approximately one- fifth of the stock option shares may be exercised after the end of each year, and no option will be exercisable after ten years from the date of grant. Terminated employees forfeit any non-vested options. Master Stock Compensation Plan--The Association has a Master Stock Compen- sation Plan ("MRP") that was approved by Shareholders on April 29, 1996. Awards under this plan have been granted to certain officers, directors and management personnel of the Association. Under the MRP, a committee of the Board of Directors of the Association grants shares of common stock to employees and directors. The following summarizes activity in the MRP for the year ended December 31: 2000 1999 1998 ------- ------- ------- Awards outstanding, beginning of year............. 64,714 99,171 129,428 Awards granted.................................... -- -- 2,100 Awards forfeited.................................. (3,175) (1,400) -- Awards vested..................................... (31,657) (33,057) (32,357) ------- ------- ------- Awards outstanding, end of year................... 29,882 64,714 99,171 ======= ======= ======= Total remaining MRP shares, end of year........... 210,727 242,384 275,441 ======= ======= ======= Shares vest under the current awards at 20% per year, commencing one year from the date of grant subject to the attainment of certain performance goals. The cost of unearned shares related to these awards, included as a separate component of stockholders' equity, aggregated $2,937,000 and $3,378,000 at December 31, 2000 and 1999, respectively. Compensation cost is recorded over the five-year period as shares are earned based on the average fair market value of stock during the fiscal year. The expense for the years ended December 31, 2000, 1999 and 1998 was $533,000, $545,000 and $590,000 respectively. Terminated employees forfeit any non-vested awards. 17. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Association originates loan commit- ments. Loan commitments generally have fixed expiration dates or other ter- mination clauses and may require payment of a fee. The Association evalu- ates each customer's credit worthiness on a case-by-case basis. The amount of collateral deemed necessary by the Association is based on management's credit evaluation and the Association's underwriting guidelines for the particular loan. The total commitments outstanding at December 31 are sum- marized as follows (in thousands): 2000 1999 ----------------- ----------------- Notional Notional Notional Notional Amount Rate Amount Rate -------- -------- -------- -------- Adjustable rate mortgages................ $ 30 7.00% $ 578 6.84% 15 year fixed rate mortgages............. -- -- 777 7.50% 30 year fixed rate mortgages............. 87 7.54% 3,185 7.51% Construction mortgages................... 5,373 7.09% 1,489 7.56% Home equity loans........................ 483 7.09% 270 6.74% Available line of credit................. 2,849 8.92% 58 6.40% ------ ------ $8,822 $6,357 ====== ====== - -------------------------------------------------------------------------------- 40 - ------------------------------------------------------------------------------- Additionally, the Company is also subject to certain asserted and unas- serted potential claims encountered in the normal course of business. In the opinion of management, neither the resolution of these claims nor the funding of credit commitments will have a material effect on the Associa- tion's financial position or results of operations. Credit related financial instruments have off-balance sheet credit risk because only origination fees (if any) are recognized in the balance sheet (as "other liabilities") for these instruments until the commitments are fulfilled or expire. The credit risk amounts are equal to the notional amounts of the contracts, assuming that all counterparties fail completely to meet their obligations and the collateral or other security is of no value. 18. FAIR VALUES OF FINANCIAL INSTRUMENTS The fair values of the Company's financial instruments as of December 31 are as follows (in thousands): 2000 1999 ----------------- ----------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- -------- -------- -------- Assets: Cash and noninterest-bearing deposits. $ 3,101 $ 3,101 $ 4,061 $ 4,061 Interest-bearing deposits............. 37,408 37,408 16,407 16,407 Federal Funds sold.................... 6,425 6,425 33,000 33,000 Investment securities held-to- maturity............................. -- -- 4,989 5,242 Investment securities available-for- sale................................. 234,757 234,757 202,382 202,382 Conventional loans.................... 526,842 532,545 532,292 521,535 Federal Home Loan Bank stock.......... 11,400 11,400 11,400 11,400 Liabilities: Passbook, club, money market, NOW and other accounts....................... $131,216 $131,216 $125,567 $125,567 Certificate accounts.................. 405,469 407,272 386,364 383,041 Borrowings............................ 219,250 206,392 238,000 226,064 a. Cash and Noninterest-bearing Deposits, Interest-bearing Deposits and Federal Funds Sold--For cash and noninterest-bearing deposits, interest- bearing deposits and Federal funds sold, the fair value is estimated as the carrying amount. b. Investment Securities Held-to-Maturity, Investment Securities Available- for-Sale and Mortgage-backed Securities Available-for-Sale--Fair values for these securities are based on quoted market prices or dealer quotes. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. c. Conventional Loans--For conventional mortgages, fair value is estimated by discounting estimated future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. d. Passbook, Club, Money Market, NOW and Other Accounts--The fair value of these accounts is the amount payable on demand, or the carrying amount at the reporting date. e. Certificate Accounts--The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows using the rates cur- rently offered for deposits of similar remaining maturities. f. Borrowings--The fair value of borrowings is estimated as the present value of the remaining payments of the borrowings using the year end FHLB inter- est rate for like borrowings. g. Off-balance Sheet Commitments to Extend Credit--The fair value of off-bal- ance sheet commitments to extend credit is estimated to equal the out- standing commitment amount. Management does not believe it is meaningful to provide an estimate of fair value that differs from the outstanding commitment amount as a result of the uncertainties involved in attempting to assess the likelihood and timing of the commitment being drawn upon, coupled with the lack of an established market and a wide diversity of fee structures. - ------------------------------------------------------------------------------- 41 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- 19. PARENT COMPANY The following are condensed financial statements for First Bell as of December 31, 2000 and 1999 and for the years ended December 31, 2000, 1999 and 1998 (in thousands): BALANCE SHEETS 2000 1999 ASSETS -------- -------- CASH AND INTEREST-BEARING DEPOSITS..................... $ 546 $ 8 FEDERAL FUNDS SOLD..................................... 750 600 INVESTMENT IN AND ADVANCES TO BELL FEDERAL............. 79,401 74,838 LOAN RECEIVABLE--ESOP.................................. 4,207 4,304 OTHER ASSETS........................................... 558 1,109 -------- -------- Total assets......................................... $ 85,462 $ 80,859 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY BORROWINGS............................................. $ 11,250 $ 10,000 LOAN PAYABLE TO BELL FEDERAL........................... 10,851 6,691 ACCRUED INTEREST....................................... 594 126 ACCRUED INCOME TAXES................................... (448) (215) OTHER LIABILITIES...................................... 528 808 -------- -------- Total liabilities.................................... 22,775 17,410 -------- -------- STOCKHOLDERS' EQUITY: Preferred stock ($.01 par value; 2,000,000 shares authorized; no shares issued)........................ -- -- Common stock ($.01 par value; 20,000,000 shares authorized; 8,596,250 shares issued and 4,758,360 and 5,189,063 outstanding: one stock right per share).... 86 86 Additional paid-in capital............................ 62,556 62,217 Unearned ESOP shares.................................. (3,507) (3,740) Unearned MRP shares................................... (2,937) (3,378) Treasury stock, at cost............................... (62,030) (55,523) Retained earnings..................................... 68,519 63,787 -------- -------- Total stockholders' equity........................... 62,687 63,449 -------- -------- Total liabilities and stockholders' equity........... $ 85,462 $ 80,859 ======== ======== - -------------------------------------------------------------------------------- 42 - -------------------------------------------------------------------------------- STATEMENTS OF INCOME Year Ended December 31, ----------------------- 2000 1999 1998 ------- ------ ------ INTEREST INCOME: Interest bearing deposits......................... $ 31 $ 7 $ 36 Federal funds sold................................ 30 32 59 Interest on ESOP loan receivable.................. 414 357 382 ------- ------ ------ Total interest income........................... 475 396 477 ------- ------ ------ INTEREST EXPENSE................................... 1,806 942 412 ------- ------ ------ NET INTEREST (EXPENSE) INCOME...................... (1,331) (546) 65 GENERAL AND ADMINISTRATIVE EXPENSES................ 192 195 132 ------- ------ ------ LOSS BEFORE PROVISION FOR INCOME TAXES............. (1,523) (741) (67) ------- ------ ------ (BENEFIT) PROVISION FOR INCOME TAXES-- Current: Federal.......................................... (520) (265) (44) State............................................ 42 39 28 ------- ------ ------ Total (benefit) provision for income taxes...... (478) (226) (16) ------- ------ ------ LOSS BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARY........................................ (1,045) (515) (51) Equity in undistributed earnings of Bell Federal. 7,747 8,557 7,889 ------- ------ ------ NET INCOME......................................... $ 6,702 $8,042 $7,838 ======= ====== ====== - -------------------------------------------------------------------------------- 43 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS Year Ended December 31, -------------------------- 2000 1999 1998 ------- -------- ------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................... $ 6,702 $ 8,042 $ 7,838 Adjustments to reconcile net income to net cash used in operating activities: Equity in undistributed earnings of Bell Federal.................................... (7,747) (8,557) (7,889) Increase or decrease in assets and liabilities: Accrued income taxes....................... (233) (236) (59) Accrued interest........................... 468 126 (14) Other assets............................... 551 95 (1,011) Other liabilities.......................... (161) 164 (7) Dividends payable.......................... (119) (83) (39) ------- -------- ------- Net cash used in operating activities..... (539) (449) (1,181) ------- -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease in Federal Funds...... (150) (600) 1,550 Principal paydowns on ESOP loan receivable.... 97 105 84 Dividend from Bell Federal.................... 4,000 8,000 7,000 Net investment in and advances to Bell Federal...................................... 160 405 598 ------- -------- ------- Net cash provided by investing activities. 4,107 7,910 9,232 ------- -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in borrowings.................... 1,250 10,000 -- Dividends paid................................ (1,932) (1,938) (2,271) Purchase of treasury stock.................... (6,508) (16,604) (7,069) Loan payable to Bell Federal.................. 12,889 14,377 1,365 Principal payment on loan payable............. (8,729) (13,290) (84) ------- -------- ------- Net cash used in financing activities..... (3,030) (7,455) (8,059) ------- -------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS................................... 538 6 (8) CASH, BEGINNING OF YEAR........................ 8 2 10 ------- -------- ------- CASH, END OF YEAR.............................. $ 546 $ 8 $ 2 ======= ======== ======= SUPPLEMENTAL DISCLOSURES: Cash paid for: Income taxes................................. $ 42 $ 42 $ 37 Interest..................................... 972 816 426 Non-cash transactions: Increase in additional paid-in capital--ESOP and MRP share allocations................... 339 449 397 - -------------------------------------------------------------------------------- 44 - -------------------------------------------------------------------------------- 20. QUARTERLY EARNINGS SUMMARY (Unaudited) Quarterly earnings for the years ended December 31, 2000 and 1999 are as follows (in thousands, except per share amounts): 2000 ----------------------------------------- March 31 June 30 September 30 December 31 -------- ------- ------------ ----------- INTEREST AND DIVIDEND INCOME....... $12,995 $13,220 $13,218 $13,272 INTEREST EXPENSE................... 9,672 9,981 10,366 10,658 ------- ------- ------- ------- NET INTEREST INCOME............... 3,323 3,239 2,852 2,614 PROVISION FOR LOAN LOSSES.......... -- -- -- -- ------- ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES........ 3,323 3,239 2,852 2,614 OTHER INCOME....................... 246 291 164 157 OTHER EXPENSES..................... 1,338 1,347 1,446 1,467 ------- ------- ------- ------- INCOME BEFORE PROVISION FOR INCOME TAXES............................. 2,231 2,183 1,570 1,304 PROVISION FOR INCOME TAXES......... 262 266 79 (21) ------- ------- ------- ------- NET INCOME......................... 1,969 1,917 1,491 1,325 ------- ------- ------- ------- OTHER COMPREHENSIVE INCOME, NET OF TAX-- Unrealized gain (loss) on investments...................... 1,239 1,580 1,383 3,663 ------- ------- ------- ------- COMPREHENSIVE INCOME............... $ 3,208 $ 3,497 $ 2,874 $ 4,988 ======= ======= ======= ======= BASIC EARNINGS PER SHARE (1)....... $ 0.46 $ 0.46 $ 0.37 $ 0.33 ======= ======= ======= ======= DILUTED EARNINGS PER SHARE (1)..... $ 0.44 $ 0.45 $ 0.35 $ 0.32 ======= ======= ======= ======= 1999 ------------------------------------------- March 31 June 30 September 30 December 31 -------- ------- ------------ ----------- INTEREST AND DIVIDEND INCOME...... $12,966 $12,959 $12,854 $13,311 INTEREST EXPENSE.................. 8,898 9,215 9,379 9,569 ------- ------- ------- ------- NET INTEREST INCOME.............. 4,068 3,744 3,475 3,742 PROVISION FOR LOAN LOSSES......... 30 30 30 30 ------- ------- ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES..................... 4,038 3,714 3,445 3,712 OTHER INCOME...................... 123 139 180 156 OTHER EXPENSES.................... 1,632 1,655 1,420 1,409 ------- ------- ------- ------- INCOME BEFORE PROVISION FOR INCOME TAXES............................ 2,529 2,198 2,205 2,459 PROVISION FOR INCOME TAXES........ 494 265 230 360 ------- ------- ------- ------- NET INCOME........................ 2,035 1,933 1,975 2,099 ------- ------- ------- ------- OTHER COMPREHENSIVE INCOME, NET OF TAX-- Unrealized gain (loss) on investments..................... (961) (5,224) (1,764) (2,161) ------- ------- ------- ------- COMPREHENSIVE INCOME.............. $ 1,074 $(3,291) $ 211 $ (62) ======= ======= ======= ======= BASIC EARNINGS PER SHARE (1)...... $ 0.39 $ 0.40 $ 0.43 $ 0.47 ======= ======= ======= ======= DILUTED EARNINGS PER SHARE (1).... $ 0.37 $ 0.38 $ 0.41 $ 0.45 ======= ======= ======= ======= ------- (1) Quarterly per share amounts do not add to the total for the years ended December 31, 2000 and 1999, due to rounding. - -------------------------------------------------------------------------------- 45 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT - -------------------------------------------------------------------------------- First Bell Bancorp, Inc. Executive Management Albert H. Eckert, II Robert C. Baierl President and Chief Executive Officer Secretary Jeffrey M. Hinds William S. McMinn Executive Vice President and Treasurer Chief Financial Officer David F. Figgins Vice President Directors Albert H. Eckert, II Jeffrey M. Hinds President and Chief Executive Officer Executive Vice President and First Bell Bancorp, Inc. and Chief Financial Officer Bell Federal Savings and Loan First Bell Bancorp, Inc. and Association of Bellevue Bell Federal Savings and Loan Association of Bellevue David F. Figgins Retired Vice President and Theodore R. Dixon General Manager President Marshall Contractors, Inc. Dixon Agency Thomas J. Jackson, Jr. Jack W. Schweiger Retired Attorney-at-Law President Houston Harbaugh Schweiger Homes Robert C. Baierl Peter E. Reinert President Shareholder Wright Contract Interiors Akerman, Senterfitt & Eidson, P.A. William S. McMinn Senior Executive Vice President Aon Risk Services, Inc. of Pennsylvania - -------------------------------------------------------------------------------- 46 - -------------------------------------------------------------------------------- Bell Federal Savings and Loan Association of Bellevue Executive Management Albert H. Eckert, II Thomas J. Jackson, Jr. President and Chief Executive Officer Secretary Jeffrey M. Hinds Margaret L. Gerber Executive Vice President and Assistant Vice President Chief Financial Officer Ronald S. Boltey William S. McMinn Assistant Vice President Treasurer Directors Albert H. Eckert, II Jeffrey M. Hinds President and Chief Executive Officer Executive Vice President and First Bell Bancorp, Inc. and Chief Financial Officer Bell Federal Savings and Loan First Bell Bancorp, Inc. and Association Bell Federal Savings and Loan Association David F. Figgins Retired Vice President and Theodore R. Dixon General Manager President Marshall Contractors, Inc. Dixon Agency Thomas J. Jackson, Jr. Jack W. Schweiger Retired Attorney-at-Law President Houston Harbaugh Schweiger Homes Robert C. Baierl Peter E. Reinert President Shareholder Wright Contract Interiors Akerman, Senterfitt & Eidson, P.A. William S. McMinn Senior Executive Vice President Aon Risk Services, Inc. of Pennsylvania - -------------------------------------------------------------------------------- 47 FIRST BELL BANCORP, INC. 2000 ANNUAL REPORT Shareholder Information - ------------------------------------------------------------------------------- Market Summary of Stock First Bell Bancorp, Inc.'s common stock trades on The NASDAQ National Market. The following summary sets forth the range of prices for common stock over the periods noted. These prices reflect the high and low prices as quoted by the NASDAQ National Market. These prices may include interdealer prices, without regard to retail mark-up, markdown, or commissions paid and may not reflect actual transactions. The common stock of the Company began trading on June 29, 1995. As of March 5, 2001, there were approximately 3,800 stockholders of rec- ord and 4,786,360 common shares outstanding. 2000 ------------------------- High Low Dividends ------- ------- --------- 1st Quarter........................................... 16.50 10.25 $0.12 2nd Quarter........................................... 16.625 13.875 $0.12 3rd Quarter........................................... 16.375 14.125 $0.12 4th Quarter........................................... 15.1875 11.9375 $0.12 1999 ------------------------- High Low Dividends ------- ------- --------- 1st Quarter........................................... 17.50 14.75 $0.10 2nd Quarter........................................... 20.3125 16.50 $0.10 3rd Quarter........................................... 18.00 15.75 $0.10 4th Quarter........................................... 16.75 14.625 $0.10 Dividend Policy The management and Board of Directors of the Company continually review the Company's dividend policy. The Company intends to continue its policy of pay- ing quarterly dividends; however, the payment will depend upon a number of factors, including capital requirements, regulatory limitations, the Company's financial condition, results of operations and the Association's ability to pay dividends to the Company. At present, the Company has no significant source of income other than dividends from the Association and to a lesser extent interest on short-term investments. Consequently, the Company depends upon dividends from the Association to accumulate earnings for payment of cash dividends to its shareholders. See Note 13 to the Consolidated Financial Statements for a discussion of restrictions on the Association's ability to pay dividends. Nasdaq Listing Quotes on the common stock can be found on The Nasdaq stock market under the symbol "FBBC". Dividend Reinvestment First Bell Bancorp, Inc.'s registered shareholders may reinvest their divi- dends in additional shares of the Company's common stock and, if desired, pur- chase additional shares through a voluntary cash investment of $50 to $3,000 per quarter. Participants in the plan pay no broker fees. Purchases for the plan are generally made on the third Friday of January, April, July and Octo- ber. For more information on this service, call the Dividend Reinvestment Department of Registrar and Transfer Company at 1-800-368-5948. Annual Meeting The 2001 Annual Meeting of the Stockholders of First Bell Bancorp, Inc. will be held at 3:00 P.M. on Monday, April 30, 2001 at 629 Lincoln Avenue, Bellevue, Pennsylvania 15202. Annual Report on Form 10-K and Exhibits A copy of the Annual Report on Form 10-K (excluding exhibits) of the Company for the year-ended December 31, 2000, as filed with the Securities and Exchange Commission, will be furnished free of charge, upon written request to stockholders who have not previously received a copy from the Company. Written requests may be directed to: Shareholder Relations First Bell Bancorp, Inc. c/o Bell Federal Savings and Loan Association of Bellevue 532 Lincoln Avenue Pittsburgh, Pennsylvania 15202 The Company will furnish any exhibit to its Annual Report on Form 10-K upon payment of a reasonable fee. Transfer Agent and Registrar Registrar and Transfer Company 10 Commerce Drive Cranford, NJ 07016 Executive Offices First Bell Bancorp, Inc. 300 Delaware Avenue, Suite 1704 Wilmington, DE 19801 (302) 427-7883 Independent Auditors Deloitte & Touche LLP 2500 One PPG Place Pittsburgh, Pennsylvania 15222 Special Counsel Muldoon Murphy and Faucette LLP 5101 Wisconsin Avenue N.W. Washington, DC 20016 - ------------------------------------------------------------------------------- 48 - -------------------------------------------------------------------------------- Bell Federal Savings and Loan Association of Bellevue Office Locations Bellevue Office Wood Street Office* 532 Lincoln Avenue Sixth & Wood Street Bellevue, Pennsylvania 15202 Suite 100 (412) 734-2700 Pittsburgh, Pennsylvania 15222 Wexford Office* Mt. Lebanon Office* 10533 Perry Highway 300 Cochran Road Wexford, Pennsylvania 15090 Pittsburgh, Pennsylvania 15228 McKnight Road Office* Craig Street Office* 7709 McKnight Road 201 North Craig Street Pittsburgh, Pennsylvania 15237 Pittsburgh, Pennsylvania 15213 Sewickley Office 414 Beaver Street Sewickley, Pennsylvania 15143 - ------- *Bell Federal Savings maintains an Automated Teller Machine (ATM) at these locations. World Wide Web Address www.bellfederalsavings.com - -------------------------------------------------------------------------------- [LOGO] FIRST BELL BANCORP, INC. WWW.bellfederalsavings.com