FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------------- For quarter ended SEPTEMBER 30, 1999 ------------------ Commission file number 0-20990 ------- HARBOR BANKSHARES CORPORATION - ----------------------------- (Exact name of registrant as specified in its charter) MARYLAND 52-1786341 - -------- ---------- (State of other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) 25 W. FAYETTE STREET, BALTIMORE, MARYLAND 21201 - ----------------------------------------- ----- (Address of principal executive offices) (Zip code) (410) 528-1800 - -------------- Registrant's telephone number, including area code NOT APPLICABLE - -------------- Former name, address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X YES NO -- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. COMMON STOCK, NON-VOTING, $.01 PAR VALUE - 33,333 SHARES AS OF SEPTEMBER 30, 1999. COMMON STOCK, $.01 PAR VALUE -- 653,204 SHARES AS OF SEPTEMBER 30, 1999 ----------------------------------------------------------------------- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- INDEX ----- PART I FINANCIAL INFORMATION --------------------- ITEM 1 Financial Statements Consolidated Statements of Condition - September 30, 1999 (Unaudited) and December 31, 1998 Consolidated Statements of Income (Unaudited) - Three months Ended September 30, 1999 and 1998 Consolidated Statements of Income (Unaudited) - Nine months Ended September 30, 1999 and 1998 Consolidated Statement of Cash Flows (Unaudited) - Nine months Ended September 30, 1999 and 1998 Notes to Unaudited Consolidated Financial Statements ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations PART II OTHER INFORMATION ----------------- ITEM 1 Legal Proceedings ITEM 2 Changes in Securities ITEM 3 Defaults upon Senior Securities ITEM 4 Submission of Matters to a Vote of Security Holders ITEM 5 Other Information ITEM 6 Exhibits and Reports on Form 8-K SIGNATURES - ---------- -2- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- CONSOLIDATED STATEMENTS OF CONDITION SEPT. 30 DEC 31 1999 1998 ----- ------ (UNAUDITED) DOLLARS IN THOUSANDS ASSETS Cash and Due from Banks $ 6,614 $ 5,027 Interest Bearing Deposits in Other Banks 480 1,055 Investment Securities: Held to maturity (market values of $20 as of 9/30/99 and $17,163 as of 12/31/98) 20 17,168 Available for Sale 51,945 55,085 ------ ------ Total Investment Securities 51,965 72,253 Federal Funds Sold 5,261 13,402 Loans 91,510 85,957 Unearned Income (154) (160) Reserve for Possible Loan Losses (859) (699) ----- ------- Net Loans 90,497 85,098 Property and Equipment - Net 1,680 1,406 Other Real Estate Owned 773 638 Goodwill 3,253 3,500 Accrued Interest Receivable and Other Assets 3,685 2,344 ----- ------ TOTAL ASSETS $ 164,208 $ 184,723 ------- -------- LIABILITIES Deposits: Non-Interest Bearing Demand $ 17,601 $ 11,483 Interest Bearing Transaction Accounts 33,843 32,520 Savings 55,305 64,730 Time, $100,000 or more 17,256 31,351 Other Time 27,317 27,398 ------ ------ Total Deposits 151,322 167,482 Accrued Interest and Other Liabilities 625 777 Short Term Borrowings --- --- Notes Payable 3,983 5,796 ----- ------- TOTAL LIABILITIES 155,930 174,055 SHAREHOLDERS' EQUITY Common stock, - par value $.01 per share: Authorized 10,000,000 shares; 653,204 voting shares at 9/30/99 and 12/31/98 and 33,333 non-voting shares at 9/30/99 and 12/31/98. 7 7 Capital Surplus 6,472 6,472 Retained Earnings 4,126 4,414 Treasury Stock (10) (25) Accumulated other comprehensive income (2,317) (200) ------- ------ TOTAL SHAREHOLDERS' EQUITY 8,278 10,668 ------- ------ TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 164,208 $ 184,723 ------- ------- (See Notes to Unaudited Consolidated Financial Statements) -3- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30 1999 1998 ---- ---- (Unaudited) In Thousands Except per Share Data INTEREST INCOME Interest and Fees on Loans $ 2,010 $ 1,984 Interest on Investment Securities (Taxable) 920 648 Interest on Deposits in Other Banks 9 31 Interest on Federal Funds Sold 139 149 ------ ------- TOTAL INTEREST INCOME 3,078 2,812 INTEREST EXPENSE Interest on Deposits Savings 494 301 Interest Bearing Transaction Accounts 236 262 Time $100,000 or More 243 335 Other Time 361 326 Interest on Borrowed Funds - - Interest on Notes Payable 77 76 ------- ------ TOTAL INTEREST EXPENSE 1,411 1,300 ----- ------ NET INTEREST INCOME 1,667 1,512 Provision for Possible Loan Losses 400 38 ------ ------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 1,267 1,474 OTHER OPERATING INCOME Service Charges on Deposit Accounts 235 146 Other Income 126 151 --- ---- 361 297 OTHER OPERATING EXPENSES Salaries and Employee Benefits 827 634 Occupancy Expense of Premises 220 192 Equipment Expense 208 93 Data Processing Expense 158 155 Deposit Assessments and Related Fees 11 9 Goodwill Amortization 82 82 Other Expenses 363 306 ------ ------- 1,869 1,471 INCOME BEFORE INCOME TAXES (241) 300 Applicable Income Taxes (81) 98 ------- ------- NET INCOME $ (160) $ 202 ------ ----- BASIC EARNINGS PER SHARE $ (.23) $ .30 DILUTED EARNINGS PER SHARE $ (.18) $ .28 AVERAGE COMMON SHARES OUTSTANDING 687 687 Dividends Declared per Share $ - $ - (See notes to unaudited consolidated Financial Statements) -4- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30 1999 1998 (Unaudited) In Thousands Except per Share Data INTEREST INCOME Interest and Fees on Loans $ 5,744 $ 5,702 Interest on Investment Securities (Taxable) 3,082 1,793 Interest on Deposits in Other Banks 31 106 Interest on Federal Funds Sold 296 500 ------ ------- TOTAL INTEREST INCOME 9,153 8,101 INTEREST EXPENSE Interest on Deposits Savings 1,509 971 Interest Bearing Transaction Accounts 680 541 Time $100,000 or More 840 895 Other Time 1,032 1,135 Interest on Borrowed Funds 40 - Interest on Notes Payable 216 231 ------- ------ TOTAL INTEREST EXPENSE 4,317 3,773 ----- ------ NET INTEREST INCOME 4,836 4,328 Provision for Possible Loan Losses 752 113 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 4,084 4,215 OTHER OPERATING INCOME Service Charges on Deposit Accounts 582 446 Other Income 391 523 Gains Sale of Real Estate 112 - --- ------- 1,085 969 OTHER OPERATING EXPENSES Salaries and Employee Benefits 2,388 1,955 Occupancy Expense of Premises 620 548 Equipment Expense 519 294 Data Processing Expense 507 456 Deposit Assessments and Related Fees 33 28 Goodwill Amortization 248 248 Other Expenses 1,028 882 ------ ------- 5,343 4,411 INCOME BEFORE INCOME TAXES (174) 773 Applicable Income Taxes (58) 258 ------- ----- NET INCOME $ (116) $ 515 ------ ----- BASIC EARNINGS PER SHARE $ (.17) $ .75 DILUTED EARNINGS PER SHARE $ (.13) $ .70 AVERAGE COMMON SHARES OUTSTANDING 687 687 Dividends Declared per Share $ .25 $ .25 (See notes to unaudited consolidated Financial Statements) -5- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30 1999 1998 ---- ----- (Unaudited) Dollars in Thousands OPERATING ACTIVITIES Net Income $ (160) $ 515 Adjustments to Reconcile Net Income to Net Cash and Cash Equivalents Provided by (Used in) Operating Activities: Gains on sales of Real Estate (112) - Gains on sales of securities ---- (26) Gains on sale of loans (2) (1) Provision for Possible Loan Losses 752 113 Depreciation and Amortization 695 551 (Increase) in Interest Receivable and Other Assets (1,476) (901) (Increase) Decrease in Interest Payable and Other Liabilities 152 (185) ----- --------- Net Cash Provided by (Used in) Operating Activities (151) 66 INVESTING ACTIVITIES Net Decrease in Deposits at Other Banks 575 1,061 Purchase of Investments held to maturity (90) --- Purchase of Investments Securities available for sale (5,000) (31,946) Proceeds from Investment Securities held to maturity 17,238 --- Proceeds from Called Investments Securities held to maturity --- 11,000 Proceeds from Sale of Securities available for sale --- 1,839 Proceeds from Called Securities available for sale 5,000 12,000 Proceeds from the sale of loans 3,570 1,498 Net Increase in Loans (8,977) (7,006) Purchase of Premises and Equipment (720) (224) Proceeds from the Sale of OREO 92 --- Net change in OREO (227) --- Proceeds from the Sale of Real Estate 147 --- ----------- ------- Net Cash and Cash Provided by 11,608 (11,778) (Used in) Investing Activities FINANCING ACTIVITIES Net Increase in Non-Interest Bearing Transaction Accounts 6,118 2,972 Net Increase (Decrease) in Interest Bearing Transaction Accounts 1,323 16,876 Net Decrease in Savings Deposits (9,425) (12,055) Net Decrease in Time Deposits (14,176) (137) Payment of FDIC Debt (1,813) --- Acquisition, Sale of Treasury Stock 15 24 Payment of Cash Dividends (173) (402) ------ ------ Net Cash (Used in) Provided by Financing Activities (18,131) 7,278 -------- ----- Increase (Decrease) in Cash and Cash Equivalents (6,674) (4,434) Cash and Cash Equivalents at Beginning of Period 18,549 18,549 ------- ------- Cash and Cash Equivalents at End of Period $ 11,875 $14,115 ======== ======= (See Notes to Unaudited Consolidated Financial Statements) -6- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1999 Note A: Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all the information required for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1999, are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. The enclosed unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto incorporated by reference in the Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1998. Note B: Comprehensive Income -------------------- Comprehensive income is defined as the change in equity from transactions and other events and circumstances from non-owner sources. Presented below is a reconciliation of net income to comprehensive income indicating the component of other comprehensive income: Nine Months Ended Sept. 30, 1999 1998 ---- ---- Net Income $ (116) $ 515 - Other Comprehensive Income: Unrealized Holding Gains (Losses) Arising During the period (3,312) 192 - Less: Reclassified Adjustments for gains included in Net Income ----- (26) -------- ------- Other Comprehensive Income, Before Tax (3,312) 166 Income Tax Expense (Benefit) Related to items of Other Comprehensive Income (994) (56) Other Comprehensive Income (2,318) 110 --------- ---- Comprehensive Income (Loss) $ (2,434) $ 625 ========== =========== -7- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- Note C: In September 1988, the Financial Accounting Standards Board ("FASB") issued Statement 133"Accounting for Derivative Instruments and Hedging Activity." This Statement establishes accounting and reporting standards for derivative instruments and hedging activity. Under the standard, all derivatives must be measured at fair value and recognized as either assets or liabilities in the financial statements. The FASB recently deferred the effective date for one year. Statement 133 will be effective for all fiscal quarters of fiscal years beginning after September 15, 2000. The accounting for changes in fair value (gains and losses) of a derivative is dependent on the intended use of the derivative and its designation. Derivatives may be used to: 1) hedge exposure to change the fair value of a recognized asset or liability or a firm commitment, referred to as a fair value hedge, 2) hedge exposure to variable cash flow of forecasted transactions, referred to as a cash flow hedge, and 3) hedge foreign currency exposure. The Corporation only engages in fair value and cash flow hedges. In both types of hedges, the effective portions of the hedge, although included in earnings, do not affect corporate net income. Ineffective portions of hedges are reported in and affect net earnings immediately. Derivatives not designed as a hedging instrument have the changes in their fair value recognized in earnings in the period of change. Management is currently assessing the potential impact of SFAS No. 133 on future corporate operations. Note D: In April 1999, the Financial Accounting Standards Board (FASB) announced "that it would eliminate pooling of interests as a method of accounting for business combinations." In a unanimous vote, the Board tentatively decided that using the purchase method is preferable to allowing more than one method to be used when businesses combine. The change will be effective for business combinations initiated after the FASB issues a final standard on the issues. This is expected to occur toward the end of 2000. The Board expects to issue for comment a formal proposal on business combination issues sometime early in the third quarter of this year. YEAR 2000, COMPLIANCE The Board of Directors has established a Year 2000 committee to monitor progress with achieving and certifying Year 2000 compliance. In addition, the Company has utilized an external consulting firm to assist with its Year 2000 program. The majority of the Bank data systems are provided through an outsourcing relationship with Electronic Data Systems (EDS). These systems were upgraded during July, 1998. Validation testing with EDS was conducted during March 1999 and no Y2-K issues were identified. Systems appeared to be ready to function beyond the year 2000. The Corporation and its subsidiary have no internally generated programmed software coding to correct, as substantially all of the software utilized by the Company and its subsidiary is purchased or licensed from external providers. An inventory of this software has been completed and identified remedial steps have been implemented and tested. -8- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- The Corporation and its subsidiary have initiated formal communications with all of its significant suppliers and borrowers to determine the extent to which the company is vulnerable to those third parties' failure to remediate their own Year 2000 issues. The Company is requesting that third party vendors represent their products and services to be Year 2000 compliant and that they have a program to test for that compliance. However, the response of certain third parties is beyond the control of the Company. The Corporation has received responses from the majority of its vendors, who appear to be substantially compliant. The Corporation will continue to ensure that all of its business partners are Y2-K ready. The cost incurred to date in implementing the year 2000 Plan is approximately $250 thousand and the estimated cost to completion is expected to be $125 thousand. The following is an update of the Corporation's strategic plan: Awareness Assessment Renovation Validation ImplementatiContingency Internal 100% Internal 100% Internal 100% Internal 100% Internal 95% External 100% External 100% External 100% External 100% External 95% The Corporation has formulated a contingency plan for its mission critical processes and is prepared to execute the same if the need arises. The progress of the corporations' year 2000 Plan is being monitored by its regulators. A full examination of the Corporation's plan was conducted by the FDIC during January 1999 with subsequent follow-ups. This information is provided as part of the year 2000 Readiness Disclosure under United States Federal Law. -9- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- PART I. FINANCIAL INFORMATION - ------- --------------------- Item II. Management's Discussion and Analysis of Financial Condition and Results of Operations Harbor Bankshares Corporation's earnings for the third quarter of 1999 reflected a loss of $160 thousand, a decrease of $362 thousand or 179.2 percent when compared to the third quarter of 1998. This decrease, was mainly due to allocations to the Loan Loss Reserves which totaled $400 thousand for the third quarter of 1999 compared to $38 thousand for the same period for 1998. Net interest income increased by $111 thousand. Other non-interest income increase by $64 thousand or 21.5 percent resulting from the re-structure and monitoring of the service charges area of the Bank. Total expenses for the quarter increased by $398 thousand or 27.1 percent reflecting increases in salary and benefits of $193 thousand or 30.4 percent as a result of a de-novo branch facility opened during January, 1999, as well as additional staff in the lending area and general salary increases. Equipment expense increased by $115 thousand or 123.6 percent due to the expansion and cost associated with up grades and enhancements of systems related to the Y-2K issue. The net effect of the income and expenses variances resulted in the $160 thousand loss for the quarter. Year-to-date earnings as of September 30, 1999, reflected a loss of $116 thousand or ($.17)) basic earnings per share, reflecting a decrease of ($.92) per share when compared to the nine months ending September 30, 1998, when earnings were $515 thousand or $.75 basic earnings per share. Return on Average Assets (ROAA) and Return on Average Equity (ROAE) were (.06) percent and (1.1) percent respectively. Net interest income increased by $508 thousand or 11.7 percent over last year's third quarter. Interest on investment securities increased by $1.3 million or 71.9 percent reflecting the investment of the proceeds from the deposit growth in that category. Interest and fees on loans reflected an slight increase of $42 thousand or .73 percent reflecting flat loan growth. Interest expense increased by $544 thousand or 14.4 percent, reflecting the growth in the interest bearing deposits. Interest on saving deposits increased by $538 thousand or 55.4 percent, included in this category, are escrow deposits in excess of $18.0 million belonging to the Baltimore and Detroit Public School systems. Interest expense on interest bearing deposit accounts increased by $ 139 thousand or 25.7 percent, reflecting the continuous growth on those accounts. Interest expense on time deposits deceased by $158 thousand or 7.8 percent. Included in interest expense was $40 thousand of interest in borrowings from the Federal Home Loan Bank of Atlanta and $216 thousand of interest on the debt to the Federal Deposit Insurance Corporation. The provision for possible Loan Losses was $752 thousand for the nine months ended September 30, 1999, an increase of $639 thousand or 565.4 percent over the same period for 1998. This increase represents allocations for certain losses identified by management in the commercial, real estate and consumer loan portfolios. Charge-offs as of the end of the second quarter totaled $685 thousand and recoveries $93 thousand. -10- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- Other operating income increased by $116 thousand or 11.9 percent. Service charges on deposit accounts increased by $136 thousand or 30.5 percent as a result of the re-structure and close monitoring of the service charges categories. Other fee income decreased by $132 thousand or 25.2 percent as a result of the outsourcing of the Bank's ATM Network in order to mitigate the cost of the operation. Corresponding expense categories related to the network were also reduced, offsetting some of the loss of the fee income. Included in other operating income, is a gain of $112 thousand representing a sale of a parking lot adjacent to one of the Bank's offices. Fee income from the subsidiary of the Bank, Harbor Financial Services, was $111 thousand. Their operation resulted in break even earnings for the nine months ended September 30, 1999. Non-interest expense increased by $932 thousand or 21.1 percent, mainly due to a recent expansion of a branch facility established during January 1999, cost associated with purchases and up grades of equipment related to the Y2K issue and the collection of bad debts. Salary and benefits increased by $433 thousand or 22.1 percent reflecting the cost of the new facility as well as additional staff and general salary increases. Occupancy cost increased by $72 thousand or 13.1 percent mainly as a result of the new branch facility. Equipment expense increased by $243 thousand or 53.2 percent reflecting the upgrades and purchases mentioned above. Data processing expense increased by $51 thousand or 11.1 percent as a result of higher transaction volume and Y2K testing cost. Goodwill amortization at $248 thousand remained the same as the previous year. Other expenses increased by $146 thousand or 16.5 percent basically due to the branch expansion, loan collection cost and general growth in other areas of the bank. As of September 30, 1999, total deposits were $151.3 million, reflecting a decrease of $16.1 million when compared to December 31, 1998. Non-interest bearing accounts increased by $6.1 million or 53.3 percent as of the end of the quarter, reflecting increased activity in the commercial accounts category. Savings accounts decreased by $9.4 million or 14.6 percent, reflecting fluctuations in the Money Market accounts as a result of certain escrow deposits withdrawals. Time deposits decreased by $14.2 million, mainly reflected in the category of Time Deposits over $100 thousand which decreased $14.0 million or 44.6 percent. Net loans increased by $5.4 million or 6.3 percent. Shareholder's equity decreased by $2.4 million or 22.4 percent mainly due to the increase in unrealized losses in available-for-sale securities, which were $2.1 million when compared to the December 31, 1998 total of $200 thousand. Primary and risk based capital for the corporation were 4.5 and 8.2 percent, respectively. The corporation stock is traded privately. During the first nine months of the year, a few trades were registered ranging from $17.00 to $18.00 per share. -11- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY -------------------------------------------- PART II. OTHER INFORMATION - -------- ----------------- Item I. Legal Proceedings ----------------- The Corporation and its subsidiary, at times and in the ordinary course of business, are subject to legal actions. Management does not believe the outcome of such matters will have a material adverse effect on the financial condition of the Corporation. Item II. Changes in Securities --------------------- None Item III. Defaults Upon Senior Securities ------------------------------- None Item IV. Submission of Matters to a Vote of Security Holders --------------------------------------------------- None Item V. Other Information ----------------- None Item VI. Exhibits and Reports on Form 8-K -------------------------------- Exhibit II - Statement Regarding Computation of per Share Earnings The Company did file a report on Form 8-K for the period ending September 30, 1999. This report indicated the termination of the Corporation's accountant, PriceWaterhouse Coopers, LLP as of September 14. 1999 -12- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- EXHIBIT II ---------- STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Basic earnings per share does not include the effect of potentially dilutive transactions or conversions. This computation of diluted earnings per share reflects the potential dilution of earnings per share under the treasury stock method which could occur if contracts to issue common stock were exercised, such as stock options and shared in corporate earnings. The following table presents a summary of per share data and amounts for the period indicated: YTD ended Qualifying Basic EPA Basic Dilutive Diluted Diluted September 30 Net Income Shares EPS Share Shares EPS - ------------ ---------- ------ --- ----- ------ --- 1999 ($115,960) 686,537 ($.17) 173,839 860,376 ($.13) 1998 $514,521 686,537 $.75 50,865 737,402 $.70 Qtr ended September 30 - ------------ 1999 ($159,589) 686,537 ($.23) 173,839 860,376 ($.18) 1998 $201,845 686,537 $.29 50,865 737,402 $.27 -13- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY - -------------------------------------------- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HARBOR BANKSHARES CORPORATION Date: ------------- ------------------- Joseph Haskins, Jr. President and Chief Executive Officer Date: 11-8-99 /s/ Teodoro J. Hernandez ------------- ------------------------ Teodoro J. Hernandez Treasurer -14-