SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2003 SUPERIOR FINANCIAL CORP. (Exact name of registrant as specified in its charter) Delaware 0-25239 51-0379417 (State of Incorporation) (Commission File No.) (IRS Employer I.D. No.) 16101 LaGrande Drive, Suite 103 Little Rock, Arkansas 72223 (Address of Principal Executive Office) (Zip code) Registrant's telephone number, including area code: 501-324-7282 1 Item 9. Regulation FD Disclosure The Registrant hereby furnishes as Regulation F-D Disclosure its press release regarding 4Q 2002 Earnings Release attached hereto as Exhibit 99.1 . Exhibit No. Document Description 99.1 Press Release Announcing 4Q 2002 Earnings 2 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 hereunto duly authorized. SUPERIOR FINANCIAL CORP. ----------------------------------- (Registrant) Date: February 5, 2003 /s/ Rick D. Gardner ----------------------------------- Rick D. Gardner Chief Financial Officer 3 Exhibit 99.1 Superior Financial Corp. Announces Record 2002 Earnings LITTLE ROCK, Ark.--(BUSINESS WIRE)--Feb. 5, 2003--Superior Financial Corp. (NASDAQ:SUFI), holding company for Superior Bank, today announced record earnings for both the quarter and the year ended December 31, 2002. The Company reported record net income for the year ended December 31, 2002 of $16.0 million or $1.80 diluted earnings per share, a 34.3% increase compared to 2001 results of $12.3 million or $1.34 diluted earnings per share. For the three months ended December 31, 2002, the Company reported earnings of $4.2 million or $0.48 diluted earnings per share which amounted to a 20% increase over the $.40 diluted earnings per share reported for the three months ended December 31, 2001. As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). If SFAS 142 had been effective for the year ended December 31, 2001, net income would have been $14.7 million and diluted earnings per share would have been $1.60. If SFAS 142 had been effective for the three months ended December 31, 2001, net income would have been $4.2 million and diluted earnings per share would have been $0.47. As previously announced, the Company paid a dividend of $0.125 per share on January 22, 2003 to shareholders of record on December 31, 2002. Superior Financial Corp. is the holding company for Superior Bank. Superior Bank is a $1.7 billion federal savings bank operating 58 full service branch and loan production offices in Arkansas and Oklahoma. The bank has three active subsidiaries - Superior Financial Services, Inc., providing discount brokerage and full service investment advisory services, Southwest Protective Life Insurance Company and Superior Finance Company, a consumer finance operation. Pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the reader is cautioned that this announcement contains "forward looking statements" regarding Superior's future performance which are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Superior Financial Corp. Consolidated Balance Sheets (Unaudited, dollars in thousands) Dec. 31, Dec. 31, % Assets 2002 2001 Change ----------- ----------- ------- Cash and cash equivalents $84,426 $97,561 (13.5%) Loans available for sale, net 12,970 27,573 (53.0%) Loans receivable 1,086,310 1,072,846 1.3% Less: allowance for loan losses 13,861 12,109 14.5% ----------- ----------- ------- Loans receivable, net 1,072,449 1,060,737 1.1% Investments available for sale, net 413,857 374,819 10.4% Federal Home Loan Bank stock 17,844 17,330 3.0% Premises and equipment, net 45,806 45,263 1.2% Goodwill 56,260 56,260 - Other assets 29,779 41,075 (27.5%) ----------- ----------- ------- Total assets $1,733,391 $1,720,618 0.7% =========== =========== ======= Liabilities and Stockholders' equity Liabilities: Demand & savings deposits $601,550 $566,341 6.2% Time deposits 609,670 648,693 (6.0%) ----------- ----------- ------- Total deposits 1,211,220 1,215,034 (0.3%) ----------- ----------- ------- Federal Home Loan Bank borrowings 235,000 230,000 2.2% Senior notes 50,951 51,500 (1.1%) Guaranteed preferred beneficial interest in the Company's subordinated debentures 25,000 25,000 - Other borrowed funds 54,461 65,557 (16.9%) Other liabilities 23,857 14,117 69.0% ----------- ----------- ------- Total liabilities 1,600,489 1,601,208 (0.0%) Stockholders' equity: Common stock 101 101 - Capital in excess of par value 94,764 94,764 - Retained earnings 53,636 41,290 29.9% Accumulated other comprehensive income 5,498 1,577 248.6% ----------- ----------- ------- 153,999 137,732 11.8% Treasury stock (at cost) (21,097) (18,322) 15.1% ----------- ----------- ------- Total stockholders' equity 132,902 119,410 11.3% ----------- ----------- ------- Total liabilities and stockholders' equity $1,733,391 $1,720,618 0.7% =========== =========== ======= Superior Financial Corp. Consolidated Income Statements (Unaudited, dollars in thousands, except per share amounts) Three Months Ended Twelve Months Ended --------------------- ------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2002 2001 2002 2001 ---------- --------- --------- --------- Interest income $25,318 $27,258 $104,059 $112,384 Interest expense 11,799 14,174 48,749 63,937 ---------- --------- --------- --------- Net interest income 13,519 13,084 55,310 48,447 Provision for loan losses 3,596 1,550 7,396 4,500 ---------- --------- --------- --------- Net interest income after provision for loan losses 9,923 11,534 47,914 43,947 Noninterest income: Service charges on deposit accounts 7,290 7,672 28,312 28,396 Mortgage operations 501 1,217 2,966 3,670 Other 4,735 1,905 9,923 4,569 ---------- --------- --------- --------- Total noninterest income 12,526 10,794 41,201 36,635 Noninterest expense: Salaries and employee benefits 7,813 7,454 30,592 28,504 Occupancy expense 1,203 1,178 4,754 4,475 Data and item processing 2,030 2,387 8,037 8,726 Amortization of goodwill - 870 - 3,476 Other 5,339 5,597 22,509 17,660 ---------- --------- --------- --------- Total noninterest expense 16,385 17,486 65,892 62,841 Income before income taxes 6,064 4,842 23,223 17,741 Income taxes 1,818 1,290 7,247 5,450 ---------- --------- --------- --------- Net income $4,246 $3,552 $15,976 $12,291 ========== ========= ========= ========= Weighted average number of common shares - basic 8,570 8,718 8,588 8,963 Dilutive potential common shares 289 214 282 194 Weighted average number of shares - assuming dilution 8,859 8,932 8,870 9,157 Basic earnings per common share $0.50 $0.41 $1.86 $1.37 Diluted earnings per common share $0.48 $0.40 $1.80 $1.34 Superior Financial Corp. Summary Financial Data (Unaudited, dollars in thousands, except per share amounts) Three Months Ended Twelve Months Ended ----------------------- ----------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2002 2001 2002 2001 ----------- ----------- ----------- ----------- Selected Average Balances Total assets $1,734,889 $1,687,488 $1,718,987 $1,663,769 Earning assets 1,554,231 1,494,658 1,535,751 1,487,630 Loans 1,072,711 1,084,802 1,068,819 1,076,376 Interest bearing liabilities 1,472,949 1,436,378 1,459,962 1,422,356 Shareholders' equity 127,981 118,405 123,760 117,607 Performance Ratios (Company) Return on average assets 0.97% 0.84% 0.93% 0.74% Return on average common equity 13.16% 11.90% 12.91% 10.45% Net interest margin (FTE) 3.57% 3.67% 3.70% 3.35% Efficiency ratio (without goodwill amortization) (1) 71.57% 72.35% 71.82% 70.20% Performance Ratios (Bank) Return on average assets 1.22% 1.06% 1.21% 1.00% Return on average common equity 11.39% 9.92% 11.39% 9.41% Net interest margin (FTE) 3.98% 4.06% 4.12% 3.74% Efficiency ratio (without goodwill amortization) (1) 65.12% 67.90% 65.40% 64.49% Tax-equivalent interest income adjustment $338 $398 $1,517 $1,387 Asset Quality Nonaccrual loans - - $6,453 $8,022 ORE & repossessed assets - - 1,424 2,646 Net chargeoffs 1,894 1,477 5,642 4,477 Nonperforming assets to total loans and other real estate - - 0.72% 0.99% Nonperforming assets to total assets - - 0.46% 0.61% Net chargeoffs to average loans 0.71% 0.55% 0.53% 0.42% Allowance for loan losses to total loans - - 1.28% 1.13% Allowance for loan losses to nonperforming loans - - 215% 151% Capital End of period shares outstanding 8,420,444 8,565,722 Book value per share $15.78 $13.94 Average stockholders' equity to average total assets 7.38% 7.02% 7.20% 7.08% (1) Excludes $3.1 million gain on sale of branches in the 4th quarter of 2002. CONTACT: Superior Financial Corp., Little Rock Rick D. Gardner, 501/324-7253 Website: www.superiorfinancialcorp.com