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, 2002 ------------------ 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 (IRS 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 - 33,795 shares as of September 30, 2002. Common stock, $.01 Par value - 697,980 shares as of September 30, 2002. - ----------------------------------------------------------------------- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY INDEX ----- PART I FINANCIAL INFORMATION --------------------- Item 1 Financial Statements Consolidated Statements of Condition - September 30, 2002 (Unaudited) and December 31, 2001 Consolidated Statements of Income, (Unaudited) - Three months Ended September 30, 2002 and 2001 Consolidated Statements of Income, (Unaudited) - Nine months Ended September 30, 2002 and 2001 Consolidated Statement of Cash Flows (Unaudited) - Nine months Ended September 30, 2002 and 2001 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 September 30, December 31 2002 2001 ---- ---- (Unaudited) ----------- Dollars in Thousands ASSETS - ------ Cash and Due from Banks $ 5,967 $ 6,992 Interest Bearing Deposits in Other Banks 2,400 1,162 Investment Securities: Held to maturity (market values of $2,190 as of September 30, 2002 and $2,121 as of December 31, 2001) 2,059 2,064 Available for Sale 52,029 48,932 --------- --------- Total Investment Securities 54,088 50,996 --------- --------- Federal Funds Sold 16,703 10,553 Loans (Net of unearned income) 112,906 106,807 Allowance for Loan Losses (1,013) (960) --------- --------- Net Loans 111,893 105,847 --------- --------- Property and Equipment - Net 1,047 996 Other Real Estate Owned 14 14 Intangible Assets 2,998 2,506 Accrued Interest Receivable and Other Assets 7,542 7,520 --------- --------- TOTAL ASSETS $ 202,652 $ 186,586 ========= ========= LIABILITIES - ----------- Deposits: Non-Interest Bearing Demand $ 25,153 $ 19,979 Interest Bearing Transaction Accounts 22,894 21,206 Savings 81,732 75,330 Time, $100,000 or more 25,769 29,222 Other Time 30,742 25,795 --------- --------- Total Deposits 186,290 171,532 Accrued Interest and Other Liabilities 650 813 Notes Payable 1,978 2,000 --------- --------- TOTAL LIABILITIES 188,918 174,345 --------- --------- STOCKHOLDERS' EQUITY Common stock, non voting, - par value $.01 per share: Authorized 10,000,000 shares; at 697,980 at September 30, 2002 and 688,632 at December 31, 2001 and 33, 795 common non-voting at September 30, 2002 and 33,333 at December 31, 2001 7 7 Capital Surplus 6,986 6,986 Retained Earnings 6,296 5,538 Accumulated other comprehensive income (deficit) 445 (290) --------- --------- TOTAL STOCKHOLDERS' EQUITY 13,734 12,241 --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 202,652 $ 186,586 ========= ========= See Notes to Unaudited Consolidated Financial Statements -3- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30, 2002 2001 ---- ---- (Unaudited) In Thousands Except per Share Data INTEREST INCOME: Interest and Fees on Loans $ 6,787 $ 7,024 Interest on Investment Securities (Taxable) 1,653 2,836 Interest on Deposits in Other Banks 44 33 Interest on Federal Funds Sold 220 660 Other Interest Income 24 32 ------- ------- TOTAL INTEREST INCOME 8,728 10,585 ------- ------- INTEREST EXPENSE Interest on Deposits: Savings 883 2,185 Interest Bearing Transaction Accounts 44 111 Time $100,000 or More 702 1,313 Other Time 876 1,191 Interest on Borrowed Funds --- 9 Interest on Notes Payable 107 106 ------- ------- TOTAL INTEREST EXPENSE 2,612 4,915 ------- ------- NET INTEREST INCOME 6,116 5,670 Provision for Loan Losses 258 300 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,858 5,370 ------- ------- NON-INTEREST INCOME: Service Charges on Deposit Accounts 683 742 Other Income 623 699 Gain on Sale of Loans 35 34 CDF/Awards --- 229 Gains on Available for Sale Securities 226 95 ------- ------- Total Non-Interest Income 1,567 1,799 ------- ------- NON-INTEREST EXPENSES Salaries and Employee Benefits 3,034 2,973 Occupancy Expense of Premises 588 587 Equipment Expense 364 504 Data Processing Expense 735 698 Amortization of Intangible Assets 275 248 Other Expenses 1,365 1,331 ------- ------- Total Non-Interest Expenses 6,361 6,341 ------- ------- INCOME BEFORE INCOME TAXES 1,064 828 Applicable Income Taxes 303 260 ------- ------- NET INCOME $ 761 $ 568 ======= ======= BASIC EARNINGS PER SHARE $ 1.04 $ .80 DILUTED EARNINGS PER SHARE $ 1.01 $ .78 AVERAGE COMMON SHARES OUTSTANDING 730 702 See notes to unaudited consolidated Financial Statements -4- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME Nine Months Ended September 30, 2002 2001 ---- ---- (Unaudited) In Thousands Except per Share Data INTEREST INCOME: Interest and Fees on Loans $ 2,278 $ 2,253 Interest on Investment Securities (Taxable) 572 958 Interest on Deposits in Other Banks 20 11 Interest on Federal Funds Sold 50 149 Other Interest Income 7 24 ------- ------- TOTAL INTEREST INCOME 2,927 3,395 ------- ------- INTEREST EXPENSE: Interest on Deposits: Savings 307 619 Interest Bearing Transaction Accounts 19 35 Time $100,000 or More 211 414 Other Time 302 361 Interest on Notes Payable 37 36 ------- ------- TOTAL INTEREST EXPENSE 876 1,465 ------- ------- NET INTEREST INCOME 2,051 1,930 Provision for Loan Losses 83 100 ------- ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,968 1,830 ------- ------- NON-INTEREST INCOME: Service Charges on Deposit Accounts 233 234 Other Income 198 209 Gain on Sale of Loans 12 29 CDF/Awards --- 229 Realized Gains on Available for Sale Securities 198 49 ------- ------- Total Non-Interest Income 641 750 ------- ------- NON-INTEREST EXPENSES Salaries and Employee Benefits 998 977 Occupancy Expense of Premises 208 198 Equipment Expense 113 162 Data Processing Expense 280 235 Amortization of Intangible Assets 99 82 Other Expenses 488 506 ------- ------- Total Non-Interest Expenses 2,186 2,160 ------- ------- INCOME BEFORE INCOME TAXES 423 420 Applicable Income Taxes 125 135 ------- ------- NET INCOME $ 298 $ 285 ======= ======= BASIC EARNINGS PER SHARE $ .41 $ .39 DILUTED EARNINGS PER SHARE $ .39 $ .38 AVERAGE COMMON SHARES OUTSTANDING 733 702 (See notes to unaudited consolidated Financial Statements) -5- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2002 2001 ------ ------ (Unaudited) In Thousands OPERATING ACTIVITIES: Net Income $ 761 $ 568 Adjustments to Reconcile Net Income to Net Cash And Cash Equivalents Provided by (Used in) Operating Activities: Depreciation and Amortization 611 703 Origination of Loans Held for Sale (2,689) (2,150) Proceeds from the Sale of Loans Held for Sale 2,724 2,184 Gains on sale of loans (35) (34) Gains on sale of securities (226) (95) Provision for Loan Losses 258 300 Increase in Interest Receivable and Other Assets (514) 98 Decrease in Interest Payable and Other Liabilities (185) (110) -------- -------- Net Cash (Used in) Provided by Operating Activities 705 1,464 -------- -------- INVESTING ACTIVITIES Net Decrease in Deposits in Other Banks (1,238) (553) Purchase Investment Securities Held to Maturity --- (2004) Purchase of Investments Securities Available for Sale (35,411) (29,914) Proceeds from Securities called 19,350 13,000 Proceeds from sale of Investment Securities Available for sale 13,227 13,315 Net (Increase) Decrease in Loans (5,857) 9,178 Purchase of Premises and Equipment (387) (159) -------- -------- Net Cash (Used in) Provided by Investing Activities (10,316) 2,863 -------- -------- FINANCING ACTIVITIES Net Increase in Non-Interest Bearing Transaction Accounts 5,174 2,431 Net Increase in Interest Bearing Transaction Accounts 1,691 2,994 Net (Decrease) Increase in Savings Deposits 6,402 (867) Net Increase in Time Deposits 1,494 1,970 Payment of Cash Dividends (3) --- Payment of Notes Payable (22) --- Sale of Common Stock --- 485 Short Term Borrowings --- (2,000) -------- -------- Net Cash Provided by Financing Activities 14,736 5,013 -------- -------- Increase in Cash and Cash Equivalents 5,125 9,340 Cash and Cash Equivalents at Beginning of Period 17,545 5,223 -------- -------- Cash and Cash Equivalents at End of Period $ 22,670 $ 14,563 ======== ======== (See notes to unaudited consolidated Financial Statements) -6- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY Notes to Unaudited Consolidated Financial Statements September 30, 2002 Note 1 - Basis of Presentation Substantially all of the assets, liabilities and operations of Harbor Bankshares Corporation (the "Company") are attributable to its wholly owned subsidiaries, Harbor Bank and Harbor Financial Services. The accompanying unaudited consolidated financial statements include the accounts of the Company, Harbor Bank and Harbor Financial Services. The statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, the unaudited consolidated financial statements include all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Results of operations for the three and nine months ended September 30, 2002 are not necessarily indicative of the results to be expected for the full year ending December 31, 2002. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, accounting policies and financial notes thereto included in the Company's 2001 Form 10-KSB filed with the Securities and Exchange Commission. Certain reclassifications of 2001's amounts have been made to conform to current year presentation. Such reclassifications had no effect on net income. Note 2 - 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: -7- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY Nine Months Ended September 30, ------------------------------- 2002 2001 ---- ---- Net Income $ 761 $ 568 - Other Comprehensive Income: Unrealized Holding Gains Arising During the period 900 615 - Less: Reclassified Adjustments for gains included in Net Income (226) (95) ------- ------- Other Comprehensive Income Before Taxes 674 520 Income Tax Expense Related to items of Other Comprehensive Income 229 177 ------- ------- Other Comprehensive Income 445 343 ------- ------- Comprehensive Income $ 1,206 $ 911 ======= ======= Note 3 - Per Share Data Basic net income per common share are determined by dividing net income by the weighted average of shares of common stock outstanding giving retroactive effect to any stock dividends and splits declared. Diluted earnings per share is determined by adjusting average shares of common stock outstanding by the potentially dilutive effects of stock options outstanding. The dilutive effects of stock options are computed using the "treasury stock" method. The following table presents a summary of per share data and amounts for the period indicated: Nine Months Ended Three Months Ended ----------------- ------------------ Sept 30, Sept 30, Sept 30, Sept 30, 2002 2001 2002 2001 ---- ---- ---- ---- Basic: Net income applicable to common stock $ 761,617 $ 568,215 $ 298,530 $ 285,304 ========== ========== ========== ========== Average common shares outstanding 729,844 710,095 732,775 731,210 ========== ========== ========== ========== Basic net income per share $ 1.04 $ .80 $ .41 $ .39 ========== ========== ========== ========== -8- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY Diluted: Net income applicable to common stock $761,617 $568,215 $298,530 $285,304 ======== ======== ======== ======== Average common shares outstanding 729,844 710,095 732,775 731,210 Stock option adjustment 23,263 18,520 23,263 22,932 -------- -------- -------- -------- Diluted average common shares outstanding 753,107 728,615 756,038 754,142 ======== ======== ======== ======== Diluted net income per share $ 1.01 $ .78 $ .39 $ .38 ======== ======== ======== ======== Average common shares outstanding for 2001 have been adjusted to reflect a stock dividend paid in March 2002. Note 4 - New Accounting Pronouncements On January 1, 2002, the Company adopted Statement of Financial Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 provides that goodwill shall not be amortized but should be tested for impairment on an annual basis, using criteria prescribed in the statement. If the carrying amount of goodwill exceeds its implied fair value, as recalculated, an impairment loss equal to the excess shall be recognized. Recognized intangible assets other than goodwill should be amortized over their useful lives and reviewed for impairment in accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets". The Company's intangible assets at September 30, 2002 are classified as "intangible assets other than goodwill" and primarily represent the unamortized intangible related to the Company's acquisitions of branch offices from other banks. At September 30, 2002, the carrying amount of this intangible was $3.0 million, and is being amortized on a straight line basis in accordance with SFAS No. 72, "Accounting for Certain Acquisitions of Banking or Thrift Institutions", which was not superseded by SFAS No. 142. On October 1, 2002, the Financial Accounting Standards Board issued SFAS No. 147, "Acquisitions of Certain Financial Institutions," which amends certain provisions of SFAS No. 72, SFAS No. 144, and FASB Interpretation No. 9. SFAS No. 147 removes acquisitions of financial institutions from the scope of SFAS No. 72 and requires that such acquisitions be accounted for in accordance with SFAS No. 141, "Business Combinations." If the acquisition meets the definition of a business combination, it shall be accounted for by the purchase method in accordance with the provisions of SFAS No. 141. Any goodwill that results will be accounted for in accordance with the provisions of SFAS No. 142. If the acquisition does not meet the definition of a business combination, the cost of the assets acquired shall be allocated to the individual assets acquired and liabilities assumed based on their relative fair values and shall not give rise to goodwill. In addition, this proposed statement would amend SFAS No. 144 to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor and borrower relationship intangible assets and credit cardholder intangible assets. Accordingly, those intangible assets would be subject to the same undiscounted cash flow recoverability tests and impairment loss recognition and measurement provisions that SFAS No. 144 requires for long-term tangible assets and other finite-lived intangible assets that are held and used. -9- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY Existing unidentifiable intangible assets, as that term is defined in SFAS No. 72, previously recognized under the provisions of SFAS No. 72 shall continue to be amortized (consistent with the existing clarifying provisions of Emerging Issue Task Force Topic D-100) unless the transaction in which the intangible asset arose meets the definition of a business combination. Management does not believe its branch office acquisition meets the definition of a business combination and intends to continue amortizing the intangible assets, subject to periodic review for impairment and its estimated useful lives. In June 2001, the Financial Accounting Standards Board issued SFAS No. 143, "Accounting for Asset Retirement Obligations", ("Statement 143"), which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Statement 143 is effective for fiscal years beginning after June 15, 2002. This Statement is not expected to have a material impact on the Company's financial statements In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment of Long-Lived Assets ("Statement 144"), which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("Statement 121") and the accounting and reporting provisions of APB No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. While Statement 144 retains many of the fundamental provisions of Statement 121, it establishes a single accounting model for long-lived assets to be disposed of by sale, and resolves certain implementation issues not previously addressed by Statement 121. Statement 144 is effective for fiscal years beginning after December 15, 2001. This Statement did not have a material impact on the Company's financial statements. -10- 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 earnings for the third quarter of 2002, totaled $298 thousand, an increase of $13 thousand or 4.6 percent when compared to the third quarter of 2001. The third quarter of 2001, included a $229 thousand award from the CDFI Fund. There was no award reflected in the 2002 third quarter earnings. Net interest income increased by $121 thousand or 6.3 percent. Non-interest income decreased by $109 thousand or 14.5 percent mainly due to the CDFI award mentioned above. Included in the non-interest income for 2002, are gains on available for sale securities of $198 thousand. Non-interest expense for the quarter increased by $26 thousand or 1.2 percent. The provision for loan losses decreased by $17 thousand or 17.0 percent. Year to date earnings as of September 30, 2002, were $761 thousand, reflecting an increase of $193 thousand or 34.0 percent when compared to the same period for 2001. The earnings increase is principally attributed to the re-pricing of liabilities, which decreased the cost of funds substantially. Return on Average Assets (ROAA) and Return on Average Equity (ROAE) were .52 percent and 7.80 percent respectively. Net interest income increased by $446 thousand or 7.9 percent when compared to the same period of the prior year. The increase in net interest income reflects a lower cost of funds due to the re-pricing of liabilities, mainly in the time deposit category. Interest on investment securities decreased by $1.2 million or 41.7 percent, mainly due to the "Call" feature of some of the securities, with the proceeds re-invested at lower rates. Interest and fees on loans also decreased by $237 thousand or 3.4 percent due to lower interest rates, reflecting the various rate drops experienced during the later part of 2001. Interest expense on savings accounts decreased by $1.3 million or 59.6 percent, and the cost of time deposits decreased by $926 thousand or 37.0 percent. Both categories reflected the re-pricing due to lower rates during 2001. Interest on notes payable, at $107 thousand, remained the same for both periods. The provision for possible loan losses was $258 thousand as of September 30, 2002, compared to $300 thousand for the same period the prior year. Gross charge-offs totaled $248 thousand, commercial loan charge-offs at $93 thousand, and installment loan charge-offs at $97 thousand, represented 37.5 percent and 39.1 percent of total gross charge-offs respectively. Recoveries for the period were $44 thousand. The allowance for loan losses as of September 30, 2002 was $1.0 million or .89 percent of total loans, and $873 thousand or .85 percent at the end of the comparable 2001 period. Management analyzes the reserves for possible losses on a quarterly basis. The analysis takes into consideration the overall loan portfolio and its underlying collateral, the mix of loans within the portfolio, delinquency trends, economic conditions, current and prospective trends in real estate values, and other relevant factors. It is the opinion of management that as of September 30, 2002, the reserve for possible loan losses is adequate. -11- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY Non-interest income decreased by $232 thousand or 12.9 percent. Services charges on deposit accounts decreased by $59 thousand or 7.9 percent due to programs tailored to attract and retain new customers. Other non-interest income decreased by $76 thousand or 10.9 percent. Included in the non-interest were $159 thousand of earnings on cash surrender value of life insurance, $206 thousand of ATM Fees, $35 thousand of gains on the sale of loans and $226 thousand on realized gains on the sale of securities. Fee income from the Bank's subsidiary, Harbor Financial Services, was $50 thousand. They had net losses of $2 thousand as of September 30, 2002. There was no CDFI award reflected in the non-interest income as of September 30, 2002. A $229 thousand award is reflected in the non-interest income for 2001. Non-interest expenses increased slightly by $20 thousand or .31 percent. Salary and benefits increased by $61 thousand or 2.0 percent reflecting salary and staff increases due to a merger of a branch facility in Baltimore County. Occupancy expenses at $588 thousand was almost the same as of the prior year. The occupancy cost for the same 2001 period was $587 thousand. Equipment expenses decreased by $140 thousand or 27.8 percent, mainly attributed to lower depreciation expense. Data processing expenses increased by $37 thousand or 5.3 percent reflecting the additional cost related to a branch acquisition from another Bank. Intangible assets amortization increased by $27 thousand or 10.9 percent also due to the same acquisition. As of September 30, 2002, investment securities reflected an increase of $3.1 million or 6.0 percent when compared to the investment reflected as of December 31, 2001. Net loans also increased by $6.0 million or 5.7 percent and Federal Fund sold increased by $6.2 million or 58.3 percent. Total deposits were $186 million reflecting an increase of $14.7 million or 8.6 percent when compared to year-end 2001. The increase was basically due to the acquisition of a branch facility in Baltimore County, on April 29, 2002. The total deposits obtained through this acquisition totaled $18.8 million, a premium of 4.0 percent or $751 thousand was paid for the deposits. Non-interest bearing deposits increased by $5.2 million or 25.9 percent, while interest bearing transaction accounts increased by $1.7 million or 7.9 percent. Savings deposits grew by $6.4 million or 8.5 percent. Time deposits increased by $1.5 million or 2.7 percent. Long term borrowings decreased by $22 thousand due to the re-payment of principal as stated in the note agreement with NCIF. The outstanding balance of these borrowings as of September 30, 2002, was one million, nine hundred and seventy eight thousand, compared to two million as of December 31, 2001. Stockholder's equity increased by $1.5 million, net earnings of $761 thousand coupled with a net gain of $445 thousand in other comprehensive income were the main reasons for the increase. Primary and risk based capital for the Company was 5.17 percent and 9.28 percent respectively. The Company's stock is traded privately. During the period, a few trades were registered at $18.00 per share. -12- HARBOR BANKSHARES CORPORATION AND SUBSIDIARY Part II: OTHER INFORMATION Item I. Legal Proceedings The Company 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 Items 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 The Company did not file any report on Form 8-K for the period ending September 30, 2002. -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: 11/8/02 /s/ Joseph Haskins, Jr. ---------------- ----------------------------------------- Joseph Haskins, Jr. Chairman and Chief Executive Officer Date: 11/8/02 /s/ Teodoro J. Hernandez ---------------- ------------------------------------------ Teodoro J. Hernandez Treasurer -14-