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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-15513
PREMIER BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
PENNSYLVANIA 23-2921058
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
379 NORTH MAIN STREET, 18901
DOYLESTOWN, PENNSYLVANIA (Zip Code)
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 345-5100
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- ---------------------------------------------
Common Stock, $0.33 par value American Stock Exchange
Series A Preferred Stock, no par value American Stock Exchange
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
NONE
---------------
(Title of Class)
Check whether the registrant: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
As of March 21, 2003, 3,417,515 shares of common stock of the registrant
were outstanding. The aggregate market value of the voting and non-voting common
stock of the registrant, held by non-affiliates was approximately $24,294,000 at
June 28, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the registrant's 2003
annual meeting of shareholders which is part of the proxy statement/prospectus
on Form S-4 filed by Fulton Financial Corporation are incorporated by reference
into Part III of this report.
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PREMIER BANCORP, INC.
FORM 10-K
INDEX
PAGE
----
PART I
Item 1 Business.................................................... 1
Item 2 Properties.................................................. 11
Item 3 Legal Proceedings........................................... 12
Item 4 Submission of Matters to a Vote of Security Holders......... 12
PART II
Item 5 Market for Common Stock and Related Shareholder Matters..... 12
Item 6 Selected Financial Data..................................... 13
Item 7 Management's Discussion and Analysis of Financial Condition 14
and Results of Operations...................................
Item 7A Quantitative and Qualitative Disclosures About Market 42
Risk........................................................
Item 8 Financial Statements and Supplementary Data................. 42
Item 9 Changes in and Disagreements with Accountants on Accounting 74
and Financial Disclosure....................................
PART III
Item 10 Directors and Executive Officers of the Registrant.......... 74
Item 11 Executive Compensation...................................... 74
Item 12 Security Ownership of Certain Beneficial Owners and 74
Management and Related Shareholder Matters..................
Item 13 Certain Relationships and Related Transactions.............. 74
Item 14 Controls and Procedures..................................... 74
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 75
8-K.........................................................
Signatures.................................................. 76
[THIS PAGE INTENTIONALLY LEFT BLANK]
PART I
ITEM 1 -- BUSINESS
PREMIER BANCORP, INC.
Premier Bancorp, Inc. (PBI) is a registered financial holding company. We
were incorporated in the Commonwealth of Pennsylvania in July 1997 and
reorganized on November 17, 1997 as the one-bank holding company of Premier
Bank. Our primary business is the operation of our wholly-owned principal
subsidiary, Premier Bank, which we manage as a single business segment and which
is a state chartered Federal Reserve member commercial bank whose deposits are
insured by the Federal Deposit Insurance Corporation's Bank Insurance Fund to
the fullest extent provided by law. Premier Bank was organized in 1990 and began
operations on April 24, 1992.
Our consolidated financial condition and results of operations consist
almost entirely of those of Premier Bank. At December 31, 2002, we had total
consolidated assets of $609,972,000, total deposits of $456,486,000 and total
shareholders' equity of $38,436,000.
Other wholly owned subsidiaries include PBI Capital Trust, Premier Capital
Trust II, Lenders Abstract, LLC and Premier Bank Insurance Services, LLC. PBI
Capital Trust and Premier Capital Trust II are Delaware statutory business
trusts established for the sole purpose of issuing $10,000,000 and $15,000,000,
respectively, in trust preferred securities. PBI Capital Trust and Premier
Capital Trust II were established in 1998 and 2002, respectively. Lenders
Abstract, LLC is a Pennsylvania limited liability company organized in December
2000 to sell title insurance policies. Premier Bank Insurance Services, LLC is a
Pennsylvania limited liability company organized in March 2002 principally to
sell long-term health care insurance policies.
As of December 31, 2002, PBI did not own or lease any property and had no
employees.
On January 16, 2003, PBI announced that it had entered into a definitive
agreement to be acquired by Fulton Financial Corporation based in Lancaster,
Pennsylvania. Under the terms of the agreement, Fulton Financial will acquire
all of PBI's issued and outstanding shares of common stock. Each share of PBI
common stock outstanding will be exchanged for 1.34 shares of Fulton Financial
common stock, subject to adjustment. All outstanding shares of PBI preferred
stock are expected to be redeemed as of or before the closing date of the
transaction. This acquisition, which is subject to the approval of bank
regulators and PBI shareholders, is expected to close by the third quarter of
2003.
PREMIER BANK
Premier Bank is a Pennsylvania chartered financial services provider whose
business primarily consists of originating loans to small to mid-sized
businesses and attracting retail deposits from the general public. The bank also
invests in securities such as mortgage-backed securities, obligations of U.S.
government agencies and government sponsored entities, corporate bonds and
municipal bonds. The bank's revenues are primarily derived from net interest
income. Over our eleven-year history, we have grown significantly through
internal growth.
Our deposit products include checking, savings, and money market accounts,
as well as certificates of deposit. We offer numerous credit products, but
specialize in lending to small to mid-sized businesses and professionals. We
offer a full array of lending products including loans secured by real estate
and other assets, working capital lines and other commercial loans. We make a
wide range of consumer loan products available such as residential mortgage
loans, home equity loans and lines of credit, personal lines of credit and other
consumer loans. We sell our residential mortgage loans immediately in the
secondary market. We also offer other services such as internet banking,
telephone banking, cash management services, automated teller services and safe
deposit boxes. Further, through our subsidiary, Lenders Abstract, LLC, we sell
title insurance. We also offer long-term health care insurance products through
our subsidiary, Premier Bank Insurance Services, LLC.
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Premier Bank conducts business from seven full-service Pennsylvania banking
offices in Doylestown, Easton, Southampton, Floral Vale, Bethlehem,
Montgomeryville, and Bensalem. In addition, the bank operates a limited service
branch in the Heritage Towers Retirement Community in Doylestown. We plan to
open our eighth full-service Pennsylvania banking office in Abington, Montgomery
County during the second quarter of 2003.
At December 31, 2002, Premier Bank had 78 full-time and 36 part-time
employees.
MARKET AREA
Our primary market area is Doylestown, Pennsylvania and the surrounding
Bucks County and Greater Lehigh and Delaware Valley communities. These markets
are, in our opinion, among the best in Pennsylvania. The bank has four Bucks
County based offices and one office in Montgomery County. We also service parts
of the Lehigh Valley from our Bethlehem and Easton, Northampton County,
Pennsylvania offices. Though the vast majority of our deposit and lending
business comes from these specific areas, we will from time to time do business
in a wider geographic region including all of Eastern Pennsylvania and portions
of New Jersey, including the New Jersey coastline.
LENDING ACTIVITIES
Premier Bank offers a variety of loan products to its customers, including
loans secured by real estate, commercial and consumer loans. Our lending
objectives are as follows:
- to establish a diversified commercial loan portfolio;
- to properly price loans to include the cost of funds, administrative
costs, bad debts, local economic conditions, competition, customer
relationships, the term of the loan, credit risk, collateral quality and
a reasonable profit margin.
We manage credit risk through portfolio diversification, underwriting
policies and procedures, and loan monitoring practices. Premier Bank generally
secures its loans with real estate, with such collateral values dependent and
subject to change based on real estate market conditions within the bank's
market area. Premier Bank also has a significant number of borrowers engaged in
medical, dental, legal and real estate professions, as well as restaurant and
hotel businesses.
Gross loans totaled $361,495,000 at December 31, 2002 compared to
$316,066,000 at December 31, 2001. The $45,429,000 or 14% increase is primarily
due to the continued success of our lending staff in servicing the small to
mid-sized business community. Gross loans represented approximately 59% and 70%
of total assets at year-end 2002 and 2001, respectively. At December 31, 2002,
$315,921,000 or 87% of loans were secured by real estate compared to
$269,736,000 or 85% at December 31, 2001.
Loans secured by commercial properties include owner occupied commercial
properties and investment income producing properties. Commercial mortgages
totaled $253,357,000 and $208,412,000 at December 31, 2002 and 2001,
respectively.
Loans secured by residential properties include both first and second
mortgages on single family homes. Many of these loans were made to small
business owners and professionals. Loans secured by residential property totaled
$32,446,000 and $30,188,000 at December 31, 2002 and 2001, respectively.
Loans secured by apartments and other multi-family residential properties
totaled $19,350,000 at December 31, 2002 and $15,011,000 at December 31, 2001.
Construction loans are secured by real estate primarily for the building of
residential properties. Construction loans totaled $10,574,000 and $15,911,000
at December 31, 2002 and 2001, respectively.
Other loans not secured by real estate include commercial and consumer
loans. Commercial loans are generally made to finance the acquisition of
machinery and equipment and to provide working capital for local commercial,
retail and professional companies. These loans are usually secured by business
assets,
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excluding real property, and guaranteed by the owners. Commercial loans totaled
$44,387,000 and $45,238,000 at December 31, 2002 and 2001, respectively.
Consumer loans consist generally of automobile loans and personal loans. At
December 31, 2002 and 2001, these loans totaled $1,187,000 and $1,092,000,
respectively.
INVESTMENT ACTIVITIES
At December 31, 2002 and 2001, PBI's investment portfolio totaled
$203,141,000 and $98,351,000, respectively. Investments consisted primarily of
mortgage-backed securities, corporate bonds and municipal securities. At
December 31, 2002, our corporate bond portfolio included intermediate term debt
issued by investment grade companies, single issuer trust preferred capital
securities issued by other banking companies and pooled debt securities secured
by the trust preferred capital securities of various banking companies. At
December 31, 2001, our corporate bond portfolio consisted primarily of single
issuer trust preferred capital securities issued by other banking companies.
Equity securities included stock in the Federal Home Loan Bank of Pittsburgh,
the Federal Reserve Bank of Philadelphia and the Atlantic Central Bankers Bank,
Premier Bank's principal correspondent bank. Investment securities available for
sale are recorded at market value with the unrealized holding gain or loss, net
of tax, included in shareholders' equity. Investment securities held to maturity
are recorded at amortized cost.
The carrying value of the held to maturity portfolio was $500,000 at both
December 31, 2002 and 2001, respectively. At December 31, 2002 and 2001, the
carrying value of the available for sale portfolio was $202,641,000 and
$97,851,000, respectively.
During 2002, we utilized excess liquidity to grow and restructure our
investment portfolio. Our investment portfolio, exclusive of the SFAS 115
valuation allowance, grew $100,206,000 or 97% in 2002. Mortgage-backed
securities and corporate bonds, exclusive of the SFAS 115 valuation allowance,
grew $67,241,000 and $35,601,000, respectively, during 2002. The net unrealized
gain on available for sale securities was $36,000 at December 31, 2002 compared
to a net unrealized loss of $4,548,000 at December 31, 2001. The appreciation of
the fair value of our AFS investments is due to lower interest rates and the
restructuring of our portfolio.
Gross unrealized losses at December 31, 2002 and 2001 were concentrated in
single issuer trust preferred securities. Unrealized losses on these securities
were $1,802,000 and $3,848,000 at December 31, 2002 and 2001, respectively. In
addition to changes in interest rates, valuations of single issuer trust
preferred securities have been influenced by perceived credit risk in response
to certain world events. Management believes that the credit quality of these
securities is sound and that the unrealized loss is temporary.
Management views the investment portfolio as a source of earnings and
liquidity. Decisions on maturity and type of investment are dictated by
investment and balance sheet management policies as approved annually by the
Board of Directors. The Chief Financial Officer makes the decision regarding the
specific selection of investments for the portfolio. The Asset Liability
Committee sets investment guidelines and strategy based on PBI's financial goals
and interest rate sensitivity.
SOURCES OF FUNDS
Premier Bank primarily uses deposits and borrowings to finance lending and
investment activities. Borrowing sources include advances from the Federal Home
Loan Bank of Pittsburgh, reverse repurchase agreements with investment banks and
overnight borrowings from Premier Bank's depositors and correspondent bank. All
borrowings, except for the line of credit with Premier Bank's correspondent
bank, require collateral in the form of loans or securities. Borrowings are,
therefore, limited by collateral levels and the available lines of credit
extended by the bank's creditors. As a result, deposits remain key to the future
funding and growth of the business. Competition for deposits may require banks
to increase deposit prices or expand their branch office networks (increasing
costs) to adequately grow deposits in the future.
3
COMPETITION
Premier Bank actively competes with other financial services companies for
deposit and loan business. Competitors include other commercial banks, savings
banks, savings and loan associations, insurance companies, securities brokerage
firms, credit unions, finance companies, mutual funds, and money market funds.
Financial institutions compete primarily on the quality of services rendered,
interest rates on loans and deposits, service charges, the convenience of
banking facilities, location and hours of operation and, in the case of loans to
larger commercial borrowers, relative lending limits.
Many competitors are significantly larger than Premier Bank and have
significantly greater financial resources, personnel and locations from which to
conduct business. In addition, the bank is subject to banking regulations while
certain competitors may not be. Consequently, competition exists from both
regulated and non-regulated entities. For more information, see the "Supervision
and Regulation" section below.
The growth of mutual funds over the past decade has made it increasingly
difficult for financial institutions to attract deposits. Much of the cash flow
into mutual funds is from tax deferred investment vehicles such as 401(k) plans.
In addition, insurance companies recently have become more significant
competitors for deposits through their thrift subsidiaries.
SUPERVISION AND REGULATION
GENERAL
Bank holding companies and banks are extensively regulated under both
federal and state laws. The regulation and supervision of PBI and Premier Bank
are designed primarily for the protection of depositors, the FDIC and the
monetary system, and not PBI or its shareholders. Enforcement actions may
include the imposition of a conservator or receiver, cease-and-desist orders and
written agreements, the termination of insurance on deposits, the imposition of
civil money penalties and removal and prohibition orders. If any enforcement
action is taken by a banking regulator, the value of an equity investment in PBI
could be substantially reduced or eliminated.
HOLDING COMPANY REGULATION
As a registered financial holding company under the Bank Holding Company
Act of 1956 and a Pennsylvania business corporation, PBI is regulated by the
Federal Reserve Board and the provisions of Section 115 of the Pennsylvania
Banking Code of 1965.
The Bank Holding Company Act requires PBI to file an annual report with the
Federal Reserve Board regarding the financial holding company and its subsidiary
bank. The Federal Reserve Board also makes examinations of the financial holding
company and its subsidiary bank. The Federal Reserve Board possesses
cease-and-desist powers over bank holding companies and their subsidiaries where
their actions would constitute an unsafe or unsound practice or violation of
law.
The Bank Holding Company Act restricts a bank holding company's ability to
acquire control of additional banks. In addition, the Act restricts the
activities in which bank holding companies may engage directly or through
non-bank subsidiaries.
The Gramm-Leach-Bliley Financial Services Modernization Act of l999 amended
the Bank Holding Company Act of 1956 to create a new category of holding
company -- the "financial holding company." To be designated as a financial
holding company, a bank holding company must file an application with the
Federal Reserve Board. The holding company must be well capitalized and well
managed, as determined by Federal Reserve Board regulations. When a bank holding
company becomes a financial holding company, the holding company or its
affiliates may engage in any financial activities that are "financial in nature
or incidental to such activities." Furthermore, the Federal Reserve may approve
a proposed activity if it is "complementary" to financial activities and does
not threaten the safety and
4
soundness of banking. The Act provides an initial list of activities that
constitute activities that are financial in nature, including:
- lending and deposit activities;
- insurance activities, including underwriting, agency and brokerage;
- providing financial investment advisory services;
- underwriting in, and acting as a broker or dealer in, securities;
- merchant banking;
- insurance company portfolio investment;
- support services;
- making equity and debt investments in corporations or projects designed
primarily to promote community welfare, and providing advisory services
to these programs;
- subject to certain limitations, providing others financially oriented
data processing or bookkeeping services;
- issuing and selling money orders, travelers' checks and United States
savings bonds;
- providing consumer financial counseling that involves counseling,
educational courses and distribution of instructional materials to
individuals on consumer-oriented financial management matters, including
debt consolidation, mortgage applications, bankruptcy, budget management,
real estate tax shelters, tax planning, retirement and estate planning,
insurance and general investment management, so long as this activity
does not include the sale of specific products or investments; and
- providing tax planning and preparation advice.
In addition to permitting financial services providers to enter into new
lines of business, the law allows companies the freedom to streamline existing
operations and to potentially reduce costs. The Act may increase both
opportunity as well as competition. Many community banks are less able to devote
the capital and management resources needed to facilitate broad expansion of
financial services including insurance and brokerage services.
In the fourth quarter of 2000, PBI became a registered financial holding
company. Under this designation, PBI operates a title insurance agency through
its subsidiary, Lenders Abstract, LLC and an insurance agency specializing in
long-term health care insurance through its subsidiary, Premier Bank Insurance
Services, LLC. PBI's ability to retain its ownership of these subsidiaries and
its authority to expand into other activities permissible for financial holding
companies but not permissible for bank holding companies that are not financial
holding companies, is contingent on maintaining PBI as a well capitalized and
well managed company in the view of the applicable regulatory authorities.
SARBANES-OXLEY ACT OF 2002
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002. The stated goals of the Act are to increase corporate responsibility, to
provide for enhanced penalties for accounting and auditing improprieties at
publicly traded companies and to protect investors by improving the accuracy and
reliability of corporate disclosures pursuant to the securities laws.
The Act is the most far-reaching U.S. securities legislation enacted in
decades. The Act generally applies to all companies, both U.S. and non-U.S.,
that file or are required to file periodic reports with the Securities and
Exchange Commission under the Securities Exchange Act of 1934. Due to the SEC's
extensive role in implementing rules relating to many of the Act's new
requirements, the final scope of these requirements remains to be determined.
5
The Act includes very specific additional disclosure requirements and new
corporate governance rules, requires the SEC and securities exchanges to adopt
extensive additional disclosure, corporate governance and other related rules
and mandates further studies of certain issues by the SEC. The Act represents
significant federal involvement in matters traditionally left to state
regulatory systems, such as the regulation of the accounting profession, and to
state corporate law, such as the relationship between a board of directors and
management and between a board of directors and its committees.
The Act addresses, among other matters:
- audit committees for all reporting companies;
- certification of financial statements by the chief executive officer and
the chief financial officer;
- the forfeiture of bonuses or other incentive-based compensation and
profits from the sale of an issuer's securities by directors and senior
officers in the twelve month period following initial publication of any
financial statements that later require restatement;
- a prohibition on insider trading during pension plan black out periods;
- disclosure of off-balance sheet transactions;
- a prohibition on personal loans to directors and officers; expedited
filing requirements for Forms 4's;
- disclosure of a code of ethics and filing a Form 8-K for a change or
waiver of such code;
- "real time" filing of periodic reports;
- the formation of a public accounting oversight board;
- auditor independence; and
- various increased criminal penalties for violations of securities laws.
The Act contains provisions that were effective upon enactment on July 30,
2002 and provisions that will be phased in for up to one year after enactment.
The SEC was delegated the task of enacting rules to implement various provisions
with respect to, among other matters, disclosure in periodic filings pursuant to
the Exchange Act.
BANK REGULATION
Premier Bank is subject to supervision, regulation and examination by the
Pennsylvania Department of Banking, the FDIC and the Federal Reserve Board. In
addition, the bank is subject to a variety of local, state and federal laws.
Banking regulations include, but are not limited to, permissible types and
amounts of loans, investments and other activities, capital adequacy, branching,
interest rates on loans and the safety and soundness of banking practices.
CAPITAL REQUIREMENTS
Under risk-based capital requirements for bank holding companies, PBI is
required to maintain a minimum ratio of total capital to risk-weighted assets
(including certain off-balance-sheet activities, such as standby letters of
credit) of eight percent. At least half of the total capital ("tier 1 capital"
together with "tier 2 capital") is to be composed of common equity, retained
earnings and qualifying perpetual preferred stock, less goodwill. The remainder
may consist of subordinated debt, non-qualifying preferred stock and a limited
amount of the loan loss allowance ("tier 2 capital").
In addition, the Federal Reserve Board has established minimum leverage
ratio requirements for bank holding companies. These requirements provide for a
minimum leverage ratio of tier 1 capital to adjusted average quarterly assets
("leverage ratio") equal to three percent for bank holding companies that meet
certain specified criteria, including having the highest regulatory rating. All
other bank holding companies
6
will generally be required to maintain a leverage ratio of at least four to five
percent. The requirements also provide that bank holding companies experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the requirements
indicate that the Federal Reserve Board will continue to consider a "tangible
tier 1 leverage ratio" (deducting all intangibles) in evaluating proposals for
expansion or new activity. The Federal Reserve Board has not advised PBI of any
specific minimum tier 1 leverage ratio applicable to it.
Premier Bank is subject to similar capital requirements adopted by the
Federal Reserve Board for state member banks. The Federal Reserve Board has not
advised the bank of any specific minimum leverage ratios applicable to it.
The capital ratios of PBI and Premier Bank are described below in the
"Management's Discussion and Analysis" section.
Banking regulators continue to indicate their desire to further develop
capital requirements applicable to banking organizations. Changes to capital
requirements could materially affect the profitability of PBI or the market
value of PBI stock.
PROMPT CORRECTIVE ACTION
In addition to the required minimum capital levels described above, federal
law establishes a system of "prompt corrective actions" which Federal banking
agencies are required to take, and certain actions which they have discretion to
take, based upon the capital category into which a federally regulated
depository institution falls. Regulations set forth detailed procedures and
criteria for implementing prompt corrective action in the case of any
institution which is not adequately capitalized. Under the rules, an institution
will be deemed to be "adequately capitalized" or better if it exceeds the
minimum Federal regulatory capital requirements. However, it will be deemed
"undercapitalized" if it fails to meet the minimum capital requirements,
"significantly undercapitalized" if it has a total risk-based capital ratio that
is less than 6.0 percent, a Tier 1 risk-based capital ratio that is less than
3.0 percent, or a leverage ratio that is less than 3.0 percent, and "critically
undercapitalized" if the institution has a ratio of tangible equity to total
assets that is equal to or less than 2.0 percent.
The prompt corrective action rules require an undercapitalized institution
to file a written capital restoration plan, along with a performance guaranty by
its holding company or a third party. In addition, an undercapitalized
institution becomes subject to certain automatic restrictions including a
prohibition on payment of dividends, a limitation on asset growth and expansion,
in certain cases, a limitation on the payment of bonuses or raises to senior
executive officers, and a prohibition on the payment of certain "management
fees" to any "controlling person". Institutions that are classified as
undercapitalized are also subject to certain additional supervisory actions,
including increased reporting burdens and regulatory monitoring, a limitation on
the institution's ability to make acquisitions, open new branch offices, or
engage in new lines of business, obligations to raise additional capital,
restrictions on transactions with affiliates, and restrictions on interest rates
paid by the institution on deposits. In certain cases, bank regulatory agencies
may require replacement of senior executive officers or directors, or sale of
the institution to a willing purchaser. If an institution is deemed to be
"critically undercapitalized" and continues in that category for four quarters,
the statute requires, with certain narrowly limited exceptions, that the
institution be placed in receivership.
DEPOSIT INSURANCE
Deposits of the bank are insured by the FDIC through the Bank Insurance
Fund ("BIF"). Deposits of certain savings associations are insured by the FDIC
through the Savings Association Insurance Fund ("SAIF"). The insurance
assessments paid by an institution are based on the probability that the fund
will incur a loss with respect to the institution. The FDIC has adopted deposit
insurance regulations under which insured institutions are assigned to one of
the following three capital groups based on their capital levels:
"well-capitalized," "adequately capitalized" and "undercapitalized." Banks in
each of these three
7
groups are further classified into three subgroups based upon the level of
supervisory concern with respect to each bank. The resulting matrix creates nine
assessment risk classifications to which are assigned deposit insurance premiums
ranging from 0.00% for the best capitalized, healthiest institutions, to 0.27%
for undercapitalized institutions with substantial supervisory concerns.
The FDIC sets deposit insurance assessment rates on a semiannual basis and
will increase deposit insurance assessments whenever the ratio of reserves to
insured deposits in a fund is less than 1.25. Under the current assessment
matrix Premier Bank does not pay any assessments for deposit insurance.
Premier Bank is also subject to quarterly assessments relating to interest
payments on Financing Corporation (FICO) bonds issued in connection with the
resolution of the thrift industry crisis. The FICO assessment rate is adjusted
quarterly to reflect changes in the assessment bases of the BIF and SAIF. The
FICO assessments on BIF-insured deposits are set at an annual rate of 1.72% of
assessable deposits.
ENVIRONMENTAL LAWS
Management does not anticipate that compliance with environmental laws and
regulations will have any material effect on PBI's capital, expenditures,
earnings, or competitive position. However, environmentally related hazards have
become a source of high risk and potentially unlimited liability for financial
institutions.
In 1995, the Pennsylvania General Assembly enacted the Economic Development
Agency, Fiduciary and Lender Environmental Liability Protection Act which, among
other things, provides protection to lenders from environmental liability and
remediation costs under the environmental laws for releases and contamination
caused by others. A lender who engages in activities involved in the routine
practices of commercial lending, including, but not limited to, the providing of
financial services, holding of security interests, workout practices,
foreclosure or the recovery of funds from the sale of property shall not be
liable under the environmental acts or common law equivalents to the
Pennsylvania Department of Environmental Resources or to any other person by
virtue of the fact that the lender engages in such commercial lending practice.
A lender, however, will be liable if it, its employees or agents, directly cause
an immediate release or directly exacerbate a release of regulated substance on
or from the property, or known and willfully compelled the borrower to commit an
action which caused such release or violate an environmental act. The Economic
Development Agency, Fiduciary and Lender Environmental Liability Protection Act,
however, does not limit federal liability which still exists under certain
circumstances.
FEDERAL RESERVE BOARD RESERVE REQUIREMENTS
Regulation D of the Federal Reserve Board requires all depository
institutions to maintain reserves on transaction accounts. These reserves may be
in the form of cash or non-interest-bearing deposits with the Federal Reserve
Bank of Philadelphia. Under Regulation D, Premier Bank's reserve requirement was
$14,183,000 and $3,002,000 at December 31, 2002 and 2001, respectively.
REGULATION W
Transactions between a bank and its "affiliates" are quantitatively and
qualitatively restricted under the Federal Reserve Act. The Federal Deposit
Insurance Act applies Sections 23A and 23B to insured nonmember banks in the
same manner and to the same extent as if they were members of the Federal
Reserve System. The Federal Reserve Board has also recently issued Regulation W,
which codifies prior regulations under Sections 23A and 23B of the Federal
Reserve Act and interpretative guidance with respect to affiliate transactions.
Regulation W incorporates the exemption from the affiliate transaction rules but
expands the exemption to cover the purchase of any type of loan or extension of
credit from an affiliate. Affiliates of a bank include, among other entities,
the bank's holding company and companies that are under common control with the
bank. PBI is considered to be an affiliate of Premier Bank. In general,
8
subject to certain specified exemptions, a bank or its subsidiaries are limited
in their ability to engage in "covered transactions" with affiliates:
- to an amount equal to 10% of the bank's capital and surplus, in the case
of covered transactions with any one affiliate; and
- to an amount equal to 20% of the bank's capital and surplus, in the case
of covered transactions with all affiliates.
In addition, a bank and its subsidiaries may engage in covered transactions
and other specified transactions only on terms and under circumstances that are
substantially the same, or at least as favorable to the bank or its subsidiary,
as those prevailing at the time for comparable transactions with nonaffiliated
companies. A "covered transaction" includes:
- a loan or extension of credit to an affiliate;
- a purchase of, or an investment in, securities issued by an affiliate;
- a purchase of assets from an affiliate, with some exceptions;
- the acceptance of securities issued by an affiliate as collateral for a
loan or extension of credit to any party; and
- the issuance of a guarantee, acceptance or letter of credit on behalf of
an affiliate.
In addition, under Regulation W:
- a bank and its subsidiaries may not purchase a low-quality asset from an
affiliate;
- covered transactions and other specified transactions between a bank or
its subsidiaries and an affiliate must be on terms and conditions that
are consistent with safe and sound banking practices; and
- with some exceptions, each loan or extension of credit by a bank to an
affiliate must be secured by collateral with a market value ranging from
100% to 130%, depending on the type of collateral, of the amount of the
loan or extension of credit.
Regulation W generally excludes all non-bank and non-savings association
subsidiaries of banks from treatment as affiliates, except to the extent that
the Federal Reserve Board decides to treat these subsidiaries as affiliates.
Concurrently with the adoption of Regulation W, the Federal Reserve Board
has proposed a regulation which would further limit the amount of loans that
could be purchased by a bank from an affiliate to not more than 100% of the
bank's capital and surplus.
RECENT DEVELOPMENTS
As described above, the Gramm-Leach-Bliley Act, adopted November 12, 1999,
enacted significant changes to the bank holding company laws, providing
significantly expanded opportunities for combinations of banking, insurance and
securities activities. The law also establishes significant new consumer privacy
protections, which went into effect in July, 2001, including stringent
restrictions on the disclosure of non-public consumer financial information to
third parties. The Gramm-Leach-Bliley Act is sweeping legislation that PBI
believes will affect the financial services industry for years to come.
Implementing regulations with respect to many areas are still being developed,
and it remains too early to determine the effect the law will have on PBI or its
business, operations and financial performance.
In the wake of the tragic events, of September 11th, on October 26, 2001,
the President signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001. Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and
9
foreign customers. For example, the enhanced due diligence policies, procedures,
and controls generally require financial institutions to take reasonable steps:
- to conduct enhanced scrutiny of account relationships to guard against
money laundering and report any suspicious transaction;
- to ascertain the identity of the nominal and beneficial owners of, and
the source of funds deposited into, each account as needed to guard
against money laundering and report any suspicious transactions;
- to ascertain for any foreign bank, the shares of which are not publicly
traded, the identity of the owners of the foreign bank, and the nature
and extent of the ownership interest of each such owner; and
- to ascertain whether any foreign bank provides correspondent accounts to
other foreign banks and, if so, the identity of those foreign banks and
related due diligence information.
Under the USA PATRIOT Act, financial institutions had until April 25, 2002
to establish anti-money laundering programs. The USA PATRIOT Act sets forth
minimum standards for these programs, including:
- the development of internal policies, procedures, end controls;
- the designation of a compliance officer;
- an ongoing employee training program; and
- an independent audit function, to test, the programs.
The Secretary of the Treasury has prescribed regulations that consider the
extent to which these new requirements are commensurate with the size, location,
and activities of financial institutions subject to the Act.
In addition, the USA PATRIOT Act authorized the Secretary of the Treasury
to adopt rules increasing the cooperation and information sharing between
financial institutions, regulators, and law enforcement authorities regarding
individuals, entities and organizations engaged in, or reasonably suspected
based on credible evidence of engaging in, terrorist acts or money laundering
activities. Any financial institutions complying with these rules will not be
deemed to have violated the privacy provisions of the Gramm-Leach-Bliley Act, as
discussed above.
Premier Bank does not have any significant international banking
relationships and does not anticipate that the USA PATRIOT Act will have a
material effect on its business or operations.
INTERNATIONAL MONEY LAUNDERING ABATEMENT AND FINANCIAL ANTI-TERRORISM ACT
OF 2001 (IMLAFATA)
As part of the USA PATRIOT Act, Congress adopted the International Money
Laundering Abatement and Financial Anti-Terrorism Act of 2001. IMLAFATA amended
the Bank Secrecy Act and adopted certain additional measures that increase the
obligation of financial institutions, including Premier Bank, to identify their
customers, watch for and report upon suspicious transactions, respond to
requests for information by federal banking regulatory authorities and law
enforcement agencies, and share information with other financial institutions.
The Secretary of the Treasury has adopted several regulations to implement these
provisions. Premier Bank is also barred from dealing with foreign "shell" banks.
In addition, IMLAFATA expands the circumstances under which funds in a bank
account may be forfeited. IMLAFATA also amended the BHC Act and the Bank Merger
Act to require the federal banking regulatory authorities to consider the
effectiveness of a financial institution's anti-money laundering activities when
reviewing an application to expand operations. Premier Bank has in place a Bank
Secrecy Act compliance program.
10
EFFECTS OF GOVERNMENT POLICY AND POTENTIAL CHANGES IN REGULATION
Changes in regulations applicable to PBI or Premier Bank, or shifts in
monetary or other government policies, could have a material affect on their
business. PBI's and the bank's business is also affected by the state of the
financial services industry in general. As a result of legal and industry
changes, management believes that the industry will continue to experience an
increased rate of change as the financial services industry strives for greater
product offerings, market share and economies of scale.
AVAILABLE INFORMATION
Our common and Series A preferred stock are registered under Section 12(b)
of the Securities Exchange Act of 1934 and are traded on the American Stock
Exchange under the trading symbols "PPA" and "PPA.Pr.A", respectively. We are
subject to the informational requirements of the Exchange Act and, accordingly,
file reports, proxy statements and other information with the Securities and
Exchange Commission. The reports, proxy statements and other information filed
with the SEC are available for inspection and copying at the SEC's Public
Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer with the SEC.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The SEC's Internet site address is: http://www.sec.gov. Our
Internet site is: http://www.premierbankonline.com.
You may also inspect materials and other information concerning us at the
offices of the American Stock Exchange, Inc. at 86 Trinity Place, New York, New
York 10006. The American Stock Exchange's Internet site address is:
http://www.amex.com.
You may obtain copies of Premier Bancorp, Inc.'s annual reports on Form
10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K as filed
with the SEC upon request and at no charge by writing to John C. Soffronoff,
President and Chief Executive Officer, Premier Bancorp, Inc., 379 North Main
Street, Doylestown, Pennsylvania 18091 or from Premier Bank's website within two
business days of filing the report electronically with the SEC.
ITEM 2 -- PROPERTIES
Our main office is located at 379 North Main Street, Doylestown,
Pennsylvania. Premier Bank currently conducts business from the main office and
six other full service Pennsylvania retail offices located in Southampton,
Bensalem and Lower Makefield Township, Bucks County; Bethlehem and Easton,
Northampton County; and Montgomeryville, Montgomery County. We also have a
limited service branch in the Heritage Towers Retirement Community in
Doylestown. We plan to open our eighth full-service Pennsylvania banking office
in Abington, Montgomery County during the second quarter of 2003. In January
2003 we signed a 10-year lease on the Abington branch.
11
The following table details the ownership of our properties at December 31,
2002.
1) Doylestown, PA Main office and branch -- owned
2) Bensalem, PA Branch -- leased requiring rental
payments of $96,000 per year
3) Bethlehem, PA Branch -- owned
4) Easton, PA Branch -- owned
5) Lower Makefield Twp., PA Branch -- owned
6) Montgomeryville, PA Branch -- land leased requiring rental
payments of $85,000 per year
7) Southampton, PA Branch and operations center -- leased
requiring rental payments of $40,000 per
year for the branch and $2,000 per month
for operations center. Operations center
lease expires in February 2004.
Lenders Abstract, LLC operates from the Lower Makefield Township branch.
Premier Bank Insurance Services, LLC operates from the Montgomeryville branch.
ITEM 3 -- LEGAL PROCEEDINGS
At December 31, 2002, there were no known material legal proceedings
pending against PBI, its subsidiaries, or its property. In addition, no material
proceedings are known to be contemplated by governmental authorities against
PBI, its subsidiaries, or its property.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 -- MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
PBI's common stock was listed and began trading on the American Stock
Exchange (AMEX) on December 30, 1999 under the trading symbol "PPA." At December
31, 2002, 30,000,000 shares of common stock were authorized and 3,342,215 shares
were outstanding. We had 553 shareholders of record as of March 10, 2003. No
other class of common stock is authorized or outstanding.
Shares of our common stock traded on AMEX in the range of $8.75 to $14.50
per share during 2002 and $6.25 to $10.21 per share during 2001. PBI's ability
to pay dividends to shareholders is dependent upon its ability to obtain
dividends from the bank. The bank's ability to pay dividends is subject to
certain regulatory restrictions that are described in greater detail at Note 25
to the 2002 Consolidated Financial Statements.
On February 13, 2003 we declared a cash dividend of $0.05 per share payable
on April 15, 2003 to common shareholders of record on March 21, 2003. This is
the first cash dividend declared on our common stock.
2002 2001
--------------- --------------
HIGH LOW HIGH LOW
------ ------ ------ -----
First Quarter....................................... $ 9.74 $ 8.75 $ 7.00 $6.25
Second Quarter...................................... 12.25 9.15 8.80 7.15
Third Quarter....................................... 13.44 11.00 9.90 8.50
Fourth Quarter...................................... 14.50 12.30 10.21 9.35
12
The following table summarizes our equity compensation plan information as
of December 31, 2002.
NUMBER OF SHARES NUMBER OF SHARES
TO BE ISSUED UPON WEIGHTED-AVERAGE AVAILABLE FOR
EXERCISE OF EXERCISE PRICE OF FUTURE ISSUANCE
OUTSTANDING OUTSTANDING UNDER EQUITY
OPTIONS, WARRANTS OPTIONS, WARRANTS COMPENSATION
PLAN CATEGORY AND RIGHTS AND RIGHTS PLANS
------------- ----------------- ----------------- ----------------
Equity compensation plans approved by
PBI shareholders.................... 303,748 $5.98 8,326
PBI has no equity compensation plans at December 31, 2002 which were not
approved by its shareholders.
ITEM 6 -- SELECTED FINANCIAL DATA
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
SELECTED OPERATING DATA
Interest income...................... $ 32,794 $ 29,651 $ 26,693 $ 21,929 $ 16,516
Interest expense..................... 15,265 16,625 15,294 11,420 8,922
---------- ---------- ---------- ---------- ----------
Net interest income.................. 17,529 13,026 11,399 10,509 7,594
Provision for loan losses............ 870 818 528 719 505
Non-interest income.................. 937 594 319 124 357
Non-interest expense................. 10,953 9,405 8,454 6,744 4,903
---------- ---------- ---------- ---------- ----------
Income before income taxes........... 6,643 3,397 2,736 3,170 2,543
Income tax expense................... 1,929 863 675 765 788
---------- ---------- ---------- ---------- ----------
Net income........................... $ 4,714 $ 2,534 $ 2,061 $ 2,405 $ 1,755
========== ========== ========== ========== ==========
Less: Preferred stock dividends...... $ (468) $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
Net income applicable to common
shareholders....................... $ 4,246 $ 2,534 $ 2,061 $ 2,405 $ 1,755
========== ========== ========== ========== ==========
Earnings per common share -- basic... $ 1.26 $ 0.79 $ 0.67 $ 0.80 $ 0.67
Earnings per common
share -- diluted................... 1.22 0.74 0.60 0.70 0.56
Average common shares outstanding.... 3,365,467 3,212,537 3,097,450 3,016,893 2,762,101
Average diluted common shares
outstanding........................ 3,493,716 3,442,369 3,422,832 3,423,430 3,148,061
AT DECEMBER 31,
--------------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
SELECTED BALANCE SHEET DATA (IN THOUSANDS)
Loans, net........................... $ 355,598 $ 310,876 $ 235,552 $ 196,121 $ 138,100
Investment securities held to
maturity........................... 500 500 6,026 6,881 5,492
Investment securities available for
sale............................... 202,641 97,851 94,573 97,076 93,888
Other interest-earning assets........ 15,016 15,221 56 3,845 135
Total assets......................... 609,972 450,569 355,201 318,660 249,193
Deposits............................. 456,486 358,282 303,293 237,481 191,226
Borrowings........................... 80,067 49,605 14,404 52,537 29,936
Subordinated debt.................... 1,500 3,500 1,500 1,500 1,500
Capital securities................... 25,000 10,000 10,000 10,000 10,000
Shareholders' equity................. 38,436 19,609 16,455 12,647 11,767
13
AT OR FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
2002 2001 2000 1999 1998
SELECTED RATIOS AND OTHER DATA ---------- ---------- ---------- ---------- ----------
Net interest margin(1)............... 3.58% 3.50% 3.57% 3.90% 3.81%
Return on average assets(2).......... 0.81% 0.63% 0.61% 0.83% 0.82%
Return on average common equity(3)... 18.74% 13.66% 15.26% 17.59% 16.05%
Average shareholders' equity to
average assets..................... 5.58% 4.65% 3.98% 4.70% 5.11%
Book value per common share(4)....... $ 7.81 $ 6.05 $ 5.30 $ 4.11 $ 4.46
Number of full service banking
offices............................ 7 7 7 5 3
---------------
(1) Calculated as net interest income on a tax equivalent basis divided by
average interest-earning assets
(2) Calculated as net income applicable to common shareholders divided by
average assets
(3) Calculated as net income applicable to common shareholders divided by
average total equity less preferred stock
(4) Calculated as shareholders' equity less preferred stock divided by the
number of common shares outstanding
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Our revenues are derived principally from interest income on our loan and
securities portfolios. Our primary sources of funds are deposits, repayments of
loans and investment securities, and borrowed funds. Currently, we have seven
full service Pennsylvania banking offices: Doylestown, Easton, Southampton,
Bethlehem, Yardley-Floral Vale, Bensalem and Montgomeryville. We also operate a
limited service branch in the Heritage Towers Retirement Community in
Doylestown. We face significant competition from other financial services
companies, many of which are larger organizations with more resources and
locations.
Our consolidated results of operations are dependent primarily on net
interest income, which is the difference between the interest income earned on
interest-earning assets, such as loans and investment securities, and the
interest expense paid on interest-bearing liabilities, such as deposits and
borrowed money. We generate non-interest income such as service charges, gains
from sales of residential mortgages, fees from sales of title insurance and
other fees. Our non-interest expense primarily consists of employee compensation
and benefits, occupancy expenses, marketing, data processing costs and other
operating expenses. We are subject to losses from our loan and investment
portfolios if borrowers/issuers fail to meet their obligations or if the market
value of our securities declines. Our results of operations are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government policies and actions
of regulatory agencies.
On January 16, 2003, PBI announced that it had entered into a definitive
agreement to be acquired by Fulton Financial Corporation based in Lancaster,
Pennsylvania. Under the terms of the agreement, Fulton Financial will acquire
all of PBI's issued and outstanding shares of common stock. Each share of PBI
common stock outstanding will be exchanged for 1.34 shares of Fulton Financial
common stock, subject to adjustment. All outstanding shares of PBI preferred
stock are expected to be redeemed as of or before the closing date of the
transaction. This acquisition, which is subject to the approval of bank
regulators and PBI shareholders, is expected to close by the third quarter of
2003.
The following discussion focuses on the major components of our operations
and presents an overview of the significant changes in the results of operations
and financial condition for the last three fiscal years. This discussion section
should be read in conjunction with the Consolidated Financial Statements and
accompanying Notes. Current performance may not be indicative of future
performance.
Management has made forward-looking statements in this Annual Report on
Form 10-K. These forward-looking statements may be subject to risks and
uncertainties. Forward-looking statements include the information concerning
possible or assumed future results of operations of Premier Bancorp, Inc. and
its subsidiaries, Premier Bank, PBI Capital Trust, Premier Capital Trust II,
Lenders Abstract, LLC and
14
Premier Bank Insurance Services, LLC. When words such as "believes", "expects",
"anticipates" or similar expressions occur in this Annual Report, management is
making forward-looking statements.
Shareholders should note that many factors, some of which are discussed
elsewhere in this Annual Report, could affect the future financial results of
Premier Bancorp, Inc. and its subsidiaries, both individually and collectively,
and could cause those results to differ materially from those expressed in the
forward-looking statements contained in this Annual Report. These factors
include, but are not limited to the following:
- operating, legal and regulatory risks, such as continued levels of loan
quality and origination volumes, continued relationships with major
customers, and technological changes;
- economic, political and competitive forces affecting our banking
business, such as changes in economic conditions, especially in the
bank's market area, interest rate fluctuations, competitive product and
pricing pressures within the bank's market, personal and corporate
bankruptcies, monetary policy and inflation; and
- the risk that management's analyses of these risks and forces could be
incorrect and or that the strategies developed to address them could be
unsuccessful.
Management cautions readers not to place undue reliance on these
forward-looking statements that reflects its analysis only as of this date.
Management is not obliged to publicly revise or update these forward-looking
statements to reflect events or circumstances that arise after this date.
Readers should carefully review the risk factors described in other documents we
file from time to time with the Securities and Exchange Commission, including
quarterly reports on Form 10-Q and any current reports on Form 8-K.
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of our financial condition and
results of operations is based upon our consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and judgments that affect the reported amounts of
assets and liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities at the date of the financial statements.
Actual results may differ from these estimates under different assumptions and
conditions.
In management's opinion, the most critical accounting policies impacting
our consolidated financial statements are:
EVALUATION OF THE ALLOWANCE FOR LOAN LOSSES
The loan loss allowance policy involves significant judgments and
assumptions by management that may have a material impact on the carrying value
of net loans and, potentially, on the net income recognized from period to
period. For a description of our accounting policies and estimation methodology
related to the allowance for loan losses, see discussion entitled "Allowance for
loan losses," below.
ACCRUAL AND RECOGNITION OF INTEREST ON LOANS
These policies involve significant judgments and assumptions by management,
which may have a material impact on the interest income recognized from period
to period. For a description of our accounting policies in connection with
accrual and recognition of interest on loans, see Note 1 to our Consolidated
Financial Statements included herein.
REALIZATION OF DEFERRED INCOME TAX ITEMS
Estimates of deferred tax assets and deferred tax liabilities make up the
asset category titled, "Deferred income taxes." These estimates involve
significant judgments and assumptions by management,
15
which may have a material impact on the carrying value of deferred tax assets
for financial reporting purposes. For a more detailed description of these items
and estimates, see Note 13 to the Consolidated Financial Statements included
herein.
UNREALIZED GAINS AND LOSSES ON DEBT SECURITIES AVAILABLE FOR SALE
We receive estimated fair values of debt securities from an independent
valuation service and brokers. In developing these fair values, the valuation
service and brokers use estimates of cash flows based on historical performance
of similar instruments in similar rate environments. Based on experience,
management is aware that estimated fair values of debt securities vary among
brokers and other valuation services. Debt securities available for sale are
mostly comprised of mortgage-backed securities and corporate bonds. For more
detail on the estimated fair value of debt securities, see the discussion
entitled "Investment securities."
The Notes to our Consolidated Financial Statements set forth herein
identify other significant accounting policies used in the development and
presentation of our financial statements. This discussion and analysis, the
significant accounting policies and other financial statement disclosures
identify and address key variables and other qualitative and quantitative
factors that are necessary for an understanding and evaluation of our results of
operations.
RESULTS OF OPERATIONS
We reported net income applicable to common shareholders of $4,246,000 or
$1.22 earnings per common share on a diluted basis for the year ended December
31, 2002. This represents an increase of $1,712,000 or 68% from the net income
of $2,534,000 or $.74 earnings per common share on a diluted basis reported in
2001. Net interest income was $4,503,000 or 35% higher in 2002 compared to 2001
due primarily to a $115,581,000 increase in average interest-earning assets and
a 150 basis point decrease in the rate on average interest-bearing liabilities.
Loans accounted for $76,289,000 of the growth in average interest-earning
assets. The rate on average interest-bearing deposits decreased 163 basis points
from 5.00% in 2001 to 3.37% in 2002 primarily due to the repricing of
certificates of deposit in the lower rate environment and the shift in deposit
mix toward interest-bearing checking accounts. Other income was $343,000 or 58%
higher in 2002 due primarily to a $66,000 increase in service charges and other
deposit related fees, a $90,000 increase in gains on sales of investment
securities available for sale, and a $79,000 increase in gains on sales of
residential mortgages held for sale. In addition, we recorded a $33,000 gain on
the sale of other real estate owned in 2002 compared to a loss of $17,000 in
2001. Overhead expenses were $1,548,000 or 16% higher in 2002 compared to 2001.
This increase is consistent with the overall growth of the company. Salaries and
employee benefits increased $945,000 in 2002 as the number of full-time
equivalent employees increased from 81 at December 31, 2001 to 94 at December
31, 2002.
We reported net income of $2,534,000 or $.74 earnings per common share on a
diluted basis for the year ended December 31, 2001. This represents an increase
of $473,000 or 23% from net income of $2,061,000 or $.60 earnings per common
share on a diluted basis reported in 2000. Interest income grew $2,958,000 or
11% in 2001 compared to 2000 primarily due to loan growth. Loans grew
$76,621,000 or 32% in 2001. However, growth in net interest income was slowed by
eleven decreases in the prime lending rate and the Federal Reserve's targeted
federal funds rate totaling 4.75% during 2001. These rate cuts lowered the rates
on new loans and existing adjustable/variable rate loans. Other income was
$275,000 or 86% higher in 2001 due primarily to $137,000 in fees generated from
our title insurance business and a $50,000 non-recurring fee related to one loan
pay-off. Overhead expenses were $1,134,000 or 14% higher in 2001 compared to
2000, exclusive of $183,000 in one-time charges in 2000 related to two
discontinued Internet projects and a relocated branch site. Overhead expenses
were higher in 2001 due primarily to the recognition of a full year of operating
expenses associated with the opening of two new branches in October 2000 and the
overall growth of the company.
Our net income for 2000 was $344,000 or 14% lower than the net income of
$2,405,000 or $.72 earnings per common share on a diluted basis reported in
1999. Earnings were lower in 2000 due primarily
16
to an increase in overhead expenses related to branch expansion. In addition,
our net interest margin compressed in 2000 due to the combination of generally
higher interest rates and increased competition for loans and deposits.
Return on average assets and return on average common shareholders' equity
were .81% and 18.74%, respectively, in 2002 compared to .63% and 13.66%,
respectively, in 2001 and .61% and 15.26%, respectively, in 2000. Return on
average common shareholders' equity, exclusive of the unrealized gain (loss) on
investment securities available for sale, was 17.35%, 11.94% and 11.12% for
2002, 2001 and 2000, respectively.
The following tables and discussions related to net interest income,
interest income and interest expense were prepared on a tax-equivalent basis.
NET INTEREST INCOME
Net interest income is the most significant component of our operating
income. Net interest income depends upon the levels of interest-earning assets
and interest-bearing liabilities and the difference or "spread" between the
respective yields earned and rates paid. The interest rate spread is influenced
by the overall interest rate environment, the composition and characteristics of
interest-earning assets and interest-bearing liabilities, and by competition.
The interest rate spread is also influenced by differences in the maturity and
repricing of assets versus the liabilities that fund them.
Responding to generally weak economic conditions, the Federal Reserve cut
the targeted federal funds rate by .50% in 2002 and 4.75% in 2001. As a result,
the current interest rate environment is at a historically low level. The bank's
interest-earning assets and interest-bearing liabilities continue to originate
and reprice in this lower rate environment. The yields on our average
interest-earning assets were 6.61%, 7.79% and 8.15% for the year ended December
31, 2002, 2001, and 2000, respectively. The rates on our average
interest-bearing liabilities were 3.45%, 4.95%, and 5.33% for the year ended
December 31, 2002, 2001, and 2000, respectively.
Net interest income on a tax-equivalent basis increased $4,424,000 or 33%
for 2002 compared to 2001. This increase was primarily a function of asset
growth and a lower rate on average interest-bearing liabilities. These positive
factors were partially offset by a lower yield on average interest-earning
assets and a lower ratio of average interest-earning assets to average
interest-bearing liabilities. Average interest-earning assets grew $115,581,000
or 30% in 2002 while the yield on average interest-earning assets declined 118
basis points. Average loans grew $76,289,000 in 2002 with a decrease in the
average yield on such loans of 94 basis points. Average investments grew
$19,523,000 in 2002 with a decrease in the average yield on such investments of
117 basis points. The average rate on interest-bearing liabilities improved due
mostly to the repricing of certificates of deposits in the lower rate
environment, the change in deposit mix and new long-term borrowings at lower
rates. The offering rates on our deposit products have been lowered in response
to the interest rate environment. Despite this lower interest rate environment
we had considerable success in raising non-maturity deposits that are generally
less costly than time deposits. The average balance of non-maturity deposits
grew $98,791,000 during 2002 and was concentrated in interest checking accounts.
The net interest margin increased 8 basis points from 3.50% in 2001 to 3.58% in
2002. The ratio of average interest-earning assets to average interest-bearing
liabilities decreased from 115.44% in 2001 to 113.74% in 2002. The net interest
rate spread improved 32 basis points from 2.84% in 2001 to 3.16% in 2002.
Net interest income on a tax-equivalent basis increased $1,684,000 or 14%
for 2001 compared to 2000. This increase was primarily a function of asset
growth and a lower rate on average interest-bearing liabilities. These positive
factors were partially offset by a lower yield on average interest-earning
assets and a lower ratio of average interest-earning assets to average
interest-bearing liabilities. Average interest-earning assets grew $54,394,000
or 16% in 2001 while the yield on average interest-earning assets declined 36
basis points. Average loans grew $53,776,000 in 2001 with a decrease in the
average yield on such loans of 45 basis points. The average rate on
interest-bearing liabilities decreased 38 basis points. The average rate on
interest-bearing liabilities improved in part due to the maturity of higher rate
certificates of deposit,
17
which were retained or replaced at a lower rate. The offering rates on most
deposit products were lowered in response to the reductions in the federal funds
and prime lending rate. Short-term borrowings and subordinated debt also
repriced lower in 2001. The ratio of average interest-earning assets to average
interest-bearing liabilities decreased from 116.12% in 2000 to 115.44% in 2001.
The net interest margin decreased 7 basis points from 3.57% in 2000 to 3.50% in
2001. The net interest rate spread improved 2 basis points from 2.82% in 2000 to
2.84% in 2001.
During 2002, we accelerated the deferred fee recognition on certain
renegotiated loans in accordance with FASB Statement No. 91. Net interest income
for 2002 included $172,000 of such fees. Excluding these fees the yield on
average loans, the yield on average interest-earning assets, and the net
interest margin would have been 7.34%, 6.57% and 3.54%, respectively.
18
The following table presents certain key average balance sheet amounts and
the corresponding earnings/expenses and rates.
AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE SUMMARY
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------
2002 2001 2000
----------------------------- ----------------------------- -----------------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE INTEREST RATE BALANCE INTEREST RATE BALANCE INTEREST RATE
-------- -------- ------- -------- -------- ------- -------- -------- -------
(DOLLARS IN THOUSANDS)
ASSETS:
Short-term investments........... $ 16,873 $ 291 1.72% $ 10,535 $ 368 3.49% $ 7,246 $ 460 6.35%
Interest-bearing deposits........ 14,572 217 1.49% 1,141 35 3.07% 604 39 6.46%
Investment securities available
for sale(1)
Taxable........................ 109,543 5,959 5.44% 82,713 5,550 6.71% 84,546 5,924 7.01%
Tax-exempt(2).................. 15,411 1,167 7.57% 19,295 1,474 7.64% 17,858 1,340 7.50%
Investment securities held to
maturity....................... 500 29 5.80% 3,923 257 6.55% 6,735 432 6.41%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total investment
securities................ 125,454 7,155 5.70% 105,931 7,281 6.87% 109,139 7,696 7.05%
Loans, net of unearned
income(3)(4)................... 346,489 25,605 7.39% 270,200 22,520 8.33% 216,424 18,994 8.78%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-earning
assets.................... 503,388 33,268 6.61% 387,807 30,204 7.79% 333,413 27,189 8.15%
Cash and due from banks.......... 17,310 7,516 5,850
Allowance for loan losses........ (4,179) (3,342) (2,781)
Other assets(5).................. 10,514 9,794 8,305
-------- -------- --------
Total assets...................... $527,033 $401,775 $344,787
======== ======== ========
LIABILITIES, MINORITY INTEREST IN
SUBSIDIARIES AND SHAREHOLDERS'
EQUITY:
Interest checking................ $121,001 3,179 2.63% $ 31,180 809 2.59% $ 22,079 560 2.54%
Money market deposit accounts.... 16,984 383 2.26% 18,313 624 3.41% 6,512 329 5.05%
Savings accounts................. 50,117 1,104 2.20% 43,936 1,294 2.95% 47,776 1,666 3.49%
Time deposits.................... 191,503 8,132 4.25% 202,819 12,093 5.96% 171,065 10,299 6.02%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-bearing
deposits.................. 379,605 12,798 3.37% 296,248 14,820 5.00% 247,432 12,854 5.19%
Short-term borrowings............ 19,553 134 0.69% 18,894 549 2.91% 38,193 2,311 6.05%
Long-term borrowings............. 40,356 2,161 5.35% 19,288 1,144 5.93% -- -- --
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total borrowings........... 59,909 2,295 3.83% 38,182 1,693 4.43% 38,193 2,311 6.05%
Subordinated debt................ 3,051 172 5.64% 1,505 112 7.44% 1,500 129 8.60%
-------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-bearing
liabilities............... 442,565 15,265 3.45% 335,935 16,625 4.95% 287,125 15,294 5.33%
Non-interest-bearing deposits.... 30,679 26,561 23,640
Other liabilities................ 8,690 8,057 5,483
Capital securities............... 13,986 10,000 10,000
Shareholders' equity(6).......... 31,113 21,222 18,539
-------- -------- --------
Total liabilities, minority
interest in subsidiaries and
shareholders' equity............. $527,033 $401,775 $344,787
======== ======== ========
Net interest income/rate spread... $18,003 3.16% $13,579 2.84% $11,895 2.82%
======= ==== ======= ==== ======= ====
Net interest margin(7)............ 3.58% 3.50% 3.57%
Average interest-earning assets as
a percentage of average
interest-bearing liabilities..... 113.74% 115.44% 116.12%
---------------
(1) Excludes the SFAS 115 valuation allowance on investment securities available
for sale.
(2) Interest income on tax-exempt investment securities was presented on a
tax-equivalent basis. Tax exempt yields were adjusted to a tax equivalent
basis using a 34% rate.
(3) Includes non-accrual loans of $5,332,000, $458,000, and $106,000 on average
in 2002, 2001 and 2000, respectively.
(4) Includes tax-exempt loans of $2,882,000, $1,733,000, and $1,077,000 on
average in 2002, 2001 and 2000, respectively. Tax exempt yields were
adjusted to a tax equivalent basis using a 34% rate.
(5) Excludes the deferred tax asset related to the SFAS 115 valuation allowance
on investment securities available for sale.
(6) Excludes the SFAS 115 valuation allowance on investment securities available
for sale, net of tax.
(7) Net interest margin is calculated as net interest income divided by average
interest-earning assets.
19
The following table sets forth certain information regarding changes in net
interest income attributable to changes in the volumes of interest-earning
assets and interest-bearing liabilities and changes in rates for the periods
indicated. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to:
- changes in volume (change in volume multiplied by prior year rate);
- changes in rates (change in rate multiplied by prior year volume); and
- total change.
Changes due to the combination of rate and volume changes (changes in
volume multiplied by changes in rate) were allocated proportionately between
changes in rate and changes in volume.
Interest income foregone on non-accrual loans is presented as a change in
rate.
RATE VOLUME ANALYSIS OF CHANGES IN NET INTEREST INCOME
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------
2002 VS. 2001 2001 VS. 2000
-------------------------- --------------------------
VOLUME RATE TOTAL VOLUME RATE TOTAL
------ ------- ------- ------ ------- -------
(IN THOUSANDS)
INTEREST INCOME:
Short-term investments.............. $ 161 $ (238) $ (77) $ 162 $ (254) $ (92)
Interest-bearing deposits........... 209 (27) 182 23 (27) (4)
Investment securities available for
sale............................. 1,426 (1,324) 102 (28) (212) (240)
Investment securities held to
maturity......................... (202) (26) (228) (184) 9 (175)
Loans............................... 5,896 (2,811) 3,085 4,534 (1,008) 3,526
------ ------- ------- ------ ------- -------
Total interest income................. 7,490 (4,426) 3,064 4,507 (1,492) 3,015
INTEREST EXPENSE:
Interest checking................... 2,360 10 2,370 236 13 249
Money market accounts............... (43) (198) (241) 432 (137) 295
Savings accounts.................... 166 (356) (190) (127) (245) (372)
Time deposits....................... (643) (3,318) (3,961) 1,894 (100) 1,794
Short-term borrowings............... 19 (434) (415) (869) (893) (1,762)
Long-term borrowings................ 1,138 (121) 1,017 1,144 -- 1,144
Subordinated debt................... 92 (32) 60 -- (17) (17)
------ ------- ------- ------ ------- -------
Total interest expense................ 3,089 (4,449) (1,360) 2,710 (1,379) 1,331
------ ------- ------- ------ ------- -------
Net interest income................... $4,401 $ 23 $ 4,424 $1,797 $ (113) $ 1,684
====== ======= ======= ====== ======= =======
INTEREST INCOME
Total interest income on a tax equivalent basis increased $3,064,000 or 10%
for 2002 to $33,268,000 compared to $30,204,000 for 2001. Higher average loan
and AFS investment balances added $5,896,000 and $1,426,000, respectively, to
interest income. Lower yields on loans and AFS investments reduced interest
income by $2,811,000 and $1,324,000, respectively. The yield on average
interest-earning assets decreased 118 basis points as the decline in overall
interest rates continued through 2002. The lower yield on average
interest-earning assets reduced interest income by $4,426,000 in 2002.
Total interest income on a tax-equivalent basis increased $3,015,000 or 11%
for 2001 to $30,204,000 compared to $27,189,000 for 2000. Higher average loan
balances added $4,534,000 to interest income while lower average investment
balances reduced interest income by $212,000 in 2001. The yield on
20
average interest-earning assets decreased 36 basis points to 7.79% as overall
interest rates moved lower in 2001. The lower yield on average interest-earning
assets reduced interest income by $1,492,000 in 2001.
INTEREST EXPENSE
Total interest expense decreased $1,360,000 or 8% for 2002 to $15,265,000
compared to $16,625,000 for 2001. Lower rates on deposits and borrowings reduced
interest expense by $3,862,000, and $555,000, respectively. The rate on average
interest-bearing liabilities decreased 150 basis points during 2002 as we
lowered the offering rates on our deposit products and short-term borrowings,
shifted our deposit mix toward less costly interest checking accounts, and added
long-term borrowings in the lower rate environment. Higher average interest
checking account balances and long-term borrowings added $2,360,000 and
$1,138,000 to interest expense in 2002. Average time deposits decreased in 2002
reducing interest expense by $643,000.
Total interest expense increased $1,331,000 or 9% for 2001 to $16,625,000
compared to $15,294,000 for 2000. Higher average deposit balances and higher
average borrowings added $2,435,000 and $275,000, respectively, to total
interest expense. The rate on average interest-bearing liabilities decreased 38
basis points to 4.95% as overall interest rates moved lower in 2001. The lower
rate on average interest-bearing liabilities reduced interest expense by
$1,379,000 in 2001.
INTEREST RATE SENSITIVITY
We are subject to the interest rate risk inherent in our lending, investing
and financing activities. Fluctuations in interest rates will impact both the
interest income and expense and market value of all interest-earning assets and
interest-bearing liabilities, other than those with a short term to maturity.
The primary objective in managing interest rate risk is to minimize the
adverse impact of changes in interest rates on our net interest income while
creating an asset/liability structure that maximizes earnings. The Asset
Liability Management Committee actively monitors and manages our interest rate
exposure using gap analysis and simulation models. Simulation models require
significant assumptions about future business trends and interest rates.
Gap analysis measures the difference between volumes of rate-sensitive
assets and liabilities and quantifies these repricing differences for various
time intervals. Static gap analysis depicts interest sensitivity at a point in
time. However, it alone does not accurately measure the magnitude of changes in
net interest income because changes in interest rates do not always impact
assets and liabilities at the same time or in the same magnitude. Furthermore,
gap analysis does not consider future growth, changes in asset and liability
composition or market conditions.
A positive gap results when the amount of interest rate-sensitive assets
exceeds interest rate-sensitive liabilities repricing within the relevant time
period and, generally means that the institution will benefit during periods of
rising interest rates. A negative gap results when the amount of interest
rate-sensitive liabilities exceeds interest rate-sensitive assets repricing
within the relevant time period and, generally means that the institution will
benefit during periods of falling interest rates.
21
As depicted in the table below, we have a cumulative positive gap within
the one-year and after three-year time intervals. We have a cumulative negative
gap in the over one year to three year time interval.
Our gap analysis at December 31, 2002 is as follows.
INTEREST RATE SENSITIVITY
WITHIN 4 TO 6 7 MONTHS 1 TO 3 3 TO 5 AFTER
3 MONTHS MONTHS TO 1 YEAR YEARS YEARS 5 YEARS TOTAL
-------- -------- --------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
DECEMBER 31, 2002
-----------------
Assets:
Short-term investments..... $ 10,530 $ -- $ -- $ -- $ -- $ -- $ 10,530
Interest-bearing
deposits................. 4,486 -- -- -- -- -- 4,486
Investment securities...... 50,187 5,613 8,830 53,027 32,758 52,726 203,141
Loans, net of deferred
fees..................... 58,183 14,882 24,949 101,698 153,223 6,892 359,827
-------- -------- -------- -------- -------- -------- --------
Total interest rate-sensitive
assets..................... $123,386 $ 20,495 $ 33,779 $154,725 $185,981 $ 59,618 $577,984
======== ======== ======== ======== ======== ======== ========
Total cumulative assets...... $123,386 $143,881 $177,660 $332,385 $518,366 $577,984
======== ======== ======== ======== ======== ========
Liabilities:
Interest checking, money
market and savings
accounts................. $ 7,034 $ 7,035 $ 14,069 $135,999 $ 46,897 $ 23,450 $234,484
Time deposits.............. 27,795 31,535 27,963 64,360 37,462 -- 189,115
Short-term borrowings...... 20,067 -- -- -- -- -- 20,067
Long-term borrowings....... -- -- -- -- -- 60,000 60,000
Subordinated debt.......... 1,500 -- -- -- -- -- 1,500
-------- -------- -------- -------- -------- -------- --------
Total interest rate-sensitive
liabilities................ $ 56,396 $ 38,570 $ 42,032 $200,359 $ 84,359 $ 83,450 $505,166
======== ======== ======== ======== ======== ======== ========
Total cumulative
liabilities................ $ 56,396 $ 94,966 $136,998 $337,357 $421,716 $505,166
======== ======== ======== ======== ======== ========
Gap during period............ $ 66,990 $(18,075) $ (8,253) $(45,634) $101,622 $(23,832) $ 72,818
======== ======== ======== ======== ======== ======== ========
Cumulative gap............... $ 66,990 $ 48,915 $ 40,662 $ (4,972) $ 96,650 $ 72,818
======== ======== ======== ======== ======== ========
Cumulative gap as a
percentage of:
Interest-earning assets...... 11.59% 8.46% 7.04% (0.86)% 16.72% 12.60%
Total assets................. 10.98% 8.02% 6.67% (0.82)% 15.84% 11.94%
We use two different simulation models to measure and monitor interest rate
risk. One model is a licensed software program that is run internally and
incorporates management's assumptions including future growth. The other is a
program developed by an outside consulting firm utilizing data we supply (the
"consulting model"), and considers only the existing composition and
characteristics of the balance sheet without giving effect to anticipated future
growth and interest rate changes. Although management expects to continue to
grow interest-sensitive assets and liabilities, its assumptions about future
growth and interest rates are excluded from the consulting model. Management
believes that this approach provides a more conservative measure of our interest
rate risk because assumed growth at current market interest rates lessens the
effects of rate changes in simulation models in the short-term.
Simulation models require assumptions about certain categories of assets
and liabilities. The models schedule existing assets and liabilities by their
contractual maturity, estimated likely call date, or earliest repricing
opportunity. Mortgage-backed securities and amortizing loans are scheduled based
on their anticipated cash flow including estimated prepayments. For investment
securities, we use a third party service to provide cash flow estimates in the
various rate environments. Savings accounts, including
22
passbook, statement savings, money market, and interest checking accounts, do
not have a stated maturity or repricing term and can be withdrawn or repriced at
any time. This may impact the margin if more expensive alternative sources of
deposits are required to fund loans or deposit runoff. Management projects the
repricing characteristics of these accounts based on historical performance and
assumptions that it believes reflect their rate sensitivity. The consulting
model reinvests all maturities, repayments and prepayments for each type of
asset or liability into the same product for a new like term. As a result, the
mix of interest-earning assets and interest-bearing liabilities is held
constant.
The table below summarizes estimated changes in net interest income over a
twelve-month period beginning January 1, 2003, under alternate interest rate
scenarios using the consulting model described above.
NET INTEREST
CHANGE IN INTEREST RATES INCOME DOLLAR CHANGE PERCENT CHANGE
------------------------ ------------ ------------- --------------
(DOLLARS IN THOUSANDS)
+200 Basis Points................ $19,266 $ 45 0.23%
+100 Basis Points................ 19,370 149 0.78%
Flat Rate........................ 19,221 -- --
-100 Basis Points................ 18,753 (468) (2.43)%
-200 Basis Points................ 18,479 (742) (3.86)%
Actual results may differ from simulated results due to various factors
including the time and magnitude of interest rate changes, changes in customer
behavior, effects of competition, and other factors. These variables influence
the interest-rate spread and product mix. The consulting model predicts a base
net interest income amount that is larger than that earned in the past 12 months
or last fiscal year. This is principally the result of an increase in earning
assets over the past year, which created a larger starting point for the
12-month projection. Past experience drives many of the assumptions used in the
models. Actual results could vary substantially if our future performance
differs from past experience.
NON-INTEREST INCOME COMPARISON
FOR THE YEAR ENDED
DECEMBER 31,
------------------
2002 2001 2000
---- ---- ----
(IN THOUSANDS)
Service charges and other deposit related fees.............. $396 $330 $286
Gain, net, on sale of investment securities available for
sale...................................................... 103 13 3
Gain (loss) on sale of other real estate owned.............. 33 (17) --
Gain on sale of loans held for sale......................... 131 52 29
Fees from sales of title insurance policies................. 150 137 1
Other fees.................................................. 124 79 --
---- ---- ----
Total non-interest income................................. $937 $594 $319
==== ==== ====
Non-interest income consists primarily of service charges on deposits, fees
from sales of title insurance policies and gains (losses) on the sale of
investment securities available for sale and loans held for sale.
Non-interest income increased $343,000 for 2002 to $937,000 compared to
$594,000 for 2001. Gains on sales of investment securities available for sale
and loans held for sale were higher by $90,000 and $79,000, respectively. Gains
on sales of loans held for sale were higher in 2002 due to an increase in
residential mortgage originations and sales as a result of lower interest rates
and the hiring of a seasoned mortgage lender in the third quarter of 2002.
Service charges and other deposit related fees were $66,000 higher in 2002 due
primarily to an increase in the number of deposit accounts and transactions.
During 2002 we recorded a gain of $33,000 on the sale of other real estate owned
compared to a $17,000 loss in 2001. Other income for 2002 included a $46,000
gain on the sale of a small business administration loan.
23
Non-interest income increased $275,000 for 2001 to $594,000 compared to
$319,000 for 2000. This increase is primarily due to $137,000 in fees from sales
of title insurance policies and $50,000 in fees related to one loan pay-off. In
addition, fees from ATM/debit card transactions increased $50,000 due to an
increase in the number of cardholders and ATM locations. Gains on sales of loans
held for sale were $23,000 higher in 2001 due to an increase in residential
mortgage loan originations and sales as a result of lower interest rates.
NON-INTEREST EXPENSE COMPARISON
FOR THE YEAR ENDED
DECEMBER 31,
-------------------------
2002 2001 2000
------- ------ ------
(IN THOUSANDS)
Salaries and employee benefits............................ $ 5,282 $4,337 $3,873
Occupancy costs........................................... 819 767 641
Data processing........................................... 1,156 973 841
Professional services..................................... 311 323 377
Marketing................................................. 286 424 484
Minority interest in expense of subsidiaries.............. 1,082 873 873
Other..................................................... 2,017 1,708 1,365
------- ------ ------
Total non-interest expense.............................. $10,953 $9,405 $8,454
======= ====== ======
Non-interest expense increased $1,548,000 or 16% for 2002 to $10,953,000
compared to $9,405,000 for 2001. Overhead expense increased principally due to
increased staffing and other costs related to the continued growth of the
company. Salaries and employee benefits were $945,000 or 22% higher due
primarily to an increase in the number of employees and salary adjustments. The
number of full-time equivalent employees grew from 81 at December 31, 2001 to 94
at December 31, 2002. Marketing expense was $138,000 lower because deposit
growth exceeded expectations in 2002. The $209,000 increase in the minority
interest in expense of subsidiaries related to the issuance of $15,000,000 in
trust preferred securities in September 2002. Other expense consisted primarily
of furniture and equipment expense, shareholder-related expenses, loan expenses,
Pennsylvania shares tax expense, employee travel and entertainment,
stationary/supplies, postage, and board of directors' fees. The $309,000 or 18%
increase in other expense is principally attributed to the growth of the company
and increases in loan collection costs, shareholder-related expenses and
Pennsylvania shares tax expense. Other expense included $224,000 in fair market
value adjustments on derivatives related to our IPCD product. This adjustment,
which was $66,000 higher than the amount recorded in 2001, was due to the
continued decline in interest rates in 2002. These adjustments will reverse in
future periods as IPCD's approach maturity or if interest rates increase.
Non-interest expense increased $951,000 or 11% for 2001 to $9,405,000
compared to $8,454,000 for 2000. Overhead expense in 2000 included one-time
charges of $115,000 related to two discontinued Internet initiatives and $68,000
for a relocated branch site. Excluding these one-time charges, overhead
increased $1,134,000 or 14% for 2001 principally due to the continued growth of
the company, which included the opening of two new branches in October 2000.
Salaries and employee benefits grew $464,000 or 12% for 2001 compared to 2000
due to an increase in the number of employees and salary adjustments. The number
of full-time equivalent employees increased from 76 at December 31, 2000 to 81
at December 31, 2001. Occupancy costs grew $126,000 for 2001 primarily due to
the additional rent, maintenance and utility costs for new branches. Data
processing costs increased $132,000 principally due to the growth of the company
and variable costs associated with item processing and account volumes.
Professional services and marketing were lower in 2001 due in part to the
one-time charges in 2000. Other expense in 2000 included $68,000 for the
write-off of land improvements related to a relocated branch. Exclusive of this
one-time charge, other expense increased $411,000 or 32% in 2001 due principally
to the growth of the company and increases in loan collection costs, other real
estate owned expenses, and
24
Pennsylvania shares tax. Other expense in 2001 included $158,000 in fair market
value adjustments on derivatives related to our IPCD product. This adjustment
was due to falling interest rates in 2001 and will reverse in future periods as
IPCD's approach maturity or if interest rates increase in the future.
PROVISION FOR LOAN LOSSES
The provision for loan losses represents the amount necessary to be charged
to operations to bring the allowance for loan losses to a level that represents
management's best estimate for known and inherent losses in our loan portfolio.
The amount of the allowance for loan losses is subject to ongoing analysis of
the loan portfolio which considers current economic conditions, actual loss
experience, the current risk profile of the portfolio, and composition of loan
types within the portfolio. Net charge-offs were $458,000, $33,000 and $7,000 in
2002, 2001 and 2000, respectively. Our loan portfolio is relatively immature
given our recent growth rates. Therefore, charge-off and non-performing trends
may not be indicative of future performance.
The provision for loan losses increased from $818,000 in 2001 to $870,000
in 2002. This increase was primarily due to an increase in non-performing loans
and higher net charge-offs. Non-performing loans totaled $4,849,000 at December
31, 2002 compared to $2,687,000 at December 31, 2001. The allowance for loan
losses was $4,229,000 or 1.17% of total loans at December 31, 2002 compared to
$3,817,000 or 1.21% at December 31, 2001.
The provision for loan losses increased from $528,000 for 2000 to $818,000
for 2001. This increase was primarily due to greater loan growth in 2001
compared to 2000. Total gross loans grew $76,621,000 or 32% in 2001 compared to
$40,221,000 or 20% in 2000. The allowance for loan losses was $3,817,000 or
1.21% of total loans at December 31, 2001 compared to $3,032,000 or 1.27% at
December 31, 2000.
INCOME TAXES
We recorded a $1,929,000 tax provision representing an effective tax rate
of 29.0% for the year ended December 31, 2002 compared to an $863,000 tax
provision and a 25.4% effective tax rate for 2001. The effective tax rate was
higher in 2002 principally due to a lower ratio of tax-exempt interest to total
pre-tax income.
We recorded an $863,000 tax provision representing an effective tax rate of
25.4% for the year ended December 31, 2001 compared to a $675,000 tax provision
and a 24.7% effective tax rate for 2000. The effective tax rate was higher in
2001 principally due to a lower ratio of tax-exempt interest to total pre-tax
income.
PREFERRED STOCK DIVIDENDS
We issued 552,000 shares of Series A 9.25% Non-Cumulative Perpetual
Preferred Stock in June 2002. Dividends are payable quarterly, but only if
declared by our board of directors. On July 31, 2002 and October 31, 2002 we
paid dividends on our preferred stock in the amount of $149,000 and $319,000,
respectively.
All outstanding shares of our preferred stock are expected to be redeemed
in connection with our pending acquisition by Fulton Financial Corporation. This
acquisition is expected to close by the third quarter of 2003.
FINANCIAL CONDITION
Consolidated assets grew $159,403,000 or 35% during 2002 to $609,972,000.
Cash and cash equivalents and investments, exclusive of the SFAS 115 valuation
allowance, grew $8,439,000 and $100,206,000, respectively, during 2002. Total
gross loans grew $45,429,000 in 2002. During 2002 we raised $27,345,000 in new
capital through the issuance of preferred stock and capital securities. This new
capital, together with a $98,204,000 increase in deposits, mostly interest
checking accounts, and a $30,000,000 increase in long-term FHLB advances, funded
our asset growth. Shareholders' equity
25
increased $18,827,000 from $19,609,000 at December 31, 2001 to $38,436,000 at
December 31, 2002. This increase was attributable to $4,246,000 in earnings
after preferred stock dividends, a $3,025,000 improvement in the estimated fair
value of investment securities available for sale, net of tax, $529,000 from the
exercise of common stock options and $12,345,000 in net proceeds from the
issuance of preferred stock. Shareholders' equity was reduced by $1,318,000 due
to the repurchase of common stock.
Consolidated assets grew $95,368,000 or 27% during the year ended December
31, 2001 to $450,569,000. Total loans grew $76,621,000 or 32% while total
investments, exclusive of the SFAS 115 valuation allowance, decreased $2,675,000
or 3% during 2001. We funded our asset growth in 2001 with a $54,989,000 or 18%
increase in deposits and a $35,201,000 or 244% increase in borrowings.
Shareholders' equity grew $3,154,000 or 19% to $19,609,000 at December 31, 2001.
This increase was attributable to $2,534,000 in earnings, $338,000 in common
stock option exercises and a $282,000 increase in the estimated fair value of
investment securities available for sale, net of tax.
INVESTMENT SECURITIES
Investment policies and applicable legal restrictions dictate permissible
investment categories, credit quality, maturity intervals and investment
concentrations. Management is responsible for making specific investment
purchases within these standards. The carrying value of investment securities at
December 31, 2002 totaled $203,141,000 or 33% of total assets. At December 31,
2002 approximately 55% of the investment portfolio was comprised of
mortgage-backed securities which amortize and provide monthly cash flow to
reinvest. Corporate bonds and municipal bonds comprised 35% and 6% of the
investment portfolio, respectively. At December 31, 2002, approximately 66% of
the investment portfolio was fixed rate compared to 82% at December 31, 2001.
Management buys and sells investment securities from time to time depending
on market conditions, business trends, liquidity and capital levels. Investment
purchases provide a way to add assets quickly and generate additional earnings.
The bank generally earns a positive interest spread by assuming interest rate
risk and using deposits and borrowings to purchase securities with longer
maturities.
Management classifies investment securities at the time of purchase by one
of three categories: trading, available for sale (AFS) or, held to maturity
(HTM). To date, management has not purchased any securities for trading
purposes. Management classifies most of its securities as AFS. The AFS
designation affords management the flexibility to sell securities and adjust the
balance sheet in response to capital levels, liquidity needs and/or changes in
market conditions. AFS securities are marked to market in the Consolidated
Balance Sheets with an adjustment to equity, net of tax, and presented in the
caption "Accumulated other comprehensive income (loss)."
During 2002, we utilized excess liquidity to grow and restructure our
investment portfolio. Our investment portfolio, exclusive of the SFAS 115
valuation allowance, grew $100,206,000 or 97% in 2002. The yield on our
investment portfolio declined in 2002 as a result of significant investing in a
low interest rate environment.
Mortgage backed securities, exclusive of the SFAS 115 valuation allowance,
grew $67,241,000 in 2002. We purchased and sold approximately $94,694,000 and
$36,119,000, respectively, of mortgage-backed securities in 2002. We also
purchased $5,000,000 of a mutual fund that invests principally in adjustable
rate mortgage-backed securities.
Corporate bonds, exclusive of the SFAS 115 valuation allowance, grew
$35,601,000 in 2002. We purchased and sold approximately $56,460,000 and
$20,731,000, respectively, of corporate bonds in 2002. We significantly reduced
our holdings in single issuer fixed rate trust preferred securities issued by
other banking companies. Prior to 2002, the corporate bond portfolio consisted
primarily of single issuer trust preferred securities. We also grew and
diversified our corporate bond portfolio in 2002 by purchasing pooled trust
preferred securities issued by various financial companies and intermediate term
corporate bonds issued by investment grade companies. The variable rate
component of our corporate bond portfolio increased from $9,855,000 or 30% at
December 31, 2001 to $35,764,000 or 51% at December 31, 2002.
26
At December 31, 2002 the AFS portfolio had an estimated market appreciation
of $36,000 before tax and an equity adjustment of $24,000, net of tax. This
represents a $3,025,000 improvement in the estimated fair value of AFS
securities, net of tax, over the prior year end due to lower interest rates and
the aforementioned restructuring of our portfolio. At December 31, 2001 the AFS
portfolio had an estimated unrealized loss of $4,548,000, before tax, and an
equity adjustment of $3,001,000, net of tax. This was a $282,000 or 9%
improvement in the estimated fair value of AFS securities, net of tax, compared
to December 31, 2000. At December 31, 2000 the AFS portfolio had an estimated
unrealized loss of $4,975,000, before tax, and an equity adjustment of
$3,283,000, net of tax.
At December 31, 2002, 2001, and 2000 gross unrealized losses on our single
issuer trust preferred securities were $1,802,000, $3,848,000 and $3,808,000,
respectively. Management evaluated the credit quality of single issuer trust
preferred securities prior to purchasing them and monitors them on an ongoing
basis. Management believes that the credit quality of these securities is sound
and that the company will ultimately be repaid. Therefore, management views the
unrealized loss in the market value of single issuer trust preferred securities
temporary. If, at some future date, management believes that this loss is other
than temporary or that the recovery of the unrealized loss on these securities
is not probable, we will recognize the loss through earnings which will reduce
regulatory capital.
The composition and maturity of our investment portfolio is as follows.
DECEMBER 31, 2002
-----------------------------------------------
HELD TO MATURITY AVAILABLE FOR SALE
---------------------- ----------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST FAIR VALUE COST FAIR VALUE
--------- ---------- --------- ----------
(IN THOUSANDS)
Mortgage-backed securities................. $ -- $ -- $110,527 $111,806
Municipal securities....................... -- -- 11,214 11,368
Equity securities.......................... -- -- 3,969 3,969
Corporate bonds............................ -- -- 71,785 70,388
Mutual funds............................... -- -- 5,000 5,000
Other debt securities...................... 500 500 110 110
---- ---- -------- --------
Total...................................... $500 $500 $202,605 $202,641
==== ==== ======== ========
DECEMBER 31, 2001
-----------------------------------------------
HELD TO MATURITY AVAILABLE FOR SALE
---------------------- ----------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST FAIR VALUE COST FAIR VALUE
--------- ---------- --------- ----------
(IN THOUSANDS)
Mortgage-backed securities................. $ -- $ -- $ 43,286 $43,365
Municipal securities....................... -- -- 20,796 20,031
Equity securities.......................... -- -- 2,023 2,023
Corporate bonds............................ -- -- 36,184 32,322
Other debt securities...................... 500 500 110 110
---- ---- -------- -------
Total...................................... $500 $500 $102,399 $97,851
==== ==== ======== =======
27
INVESTMENT SECURITIES MATURITIES AND WEIGHTED AVERAGE YIELDS
UNDER 1 1-5 5-10 OVER 10
YEAR YEARS YEARS YEARS TOTAL
------- ------- ------- ------- --------
(DOLLARS IN THOUSANDS)
DECEMBER 31, 2002
-----------------
INVESTMENT SECURITIES AVAILABLE FOR
SALE:
Mortgage-backed securities
Amortized cost.................... $19,720 $42,845 $23,399 $24,563 $110,527
Weighted average yield............ 4.57% 4.68% 4.72% 5.03% 4.75%
Municipal securities
Amortized cost.................... -- -- -- 11,214 11,214
Weighted average yield(1)......... -- -- -- 7.40% 7.40%
Equity securities
Amortized cost.................... -- -- -- 3,969 3,969
Weighted average yield............ -- -- -- 3.59% 3.59%
Corporate bonds
Amortized cost.................... 2,000 24,012 -- 45,773 71,785
Weighted average yield............ 6.05% 5.88% -- 4.59% 5.06%
Mutual funds
Amortized cost.................... -- -- -- 5,000 5,000
Weighted average yield............ -- -- -- 2.52% 2.52%
Other debt securities
Amortized cost.................... -- 110 -- -- 110
Weighted average yield............ -- 7.09% -- -- 7.09%
------- ------- ------- ------- --------
TOTAL AMORTIZED COST................ $21,720 $66,967 $23,399 $90,519 $202,605
======= ======= ======= ======= ========
TOTAL FAIR VALUE.................... $22,441 $67,857 $23,546 $88,797 $202,641
======= ======= ======= ======= ========
WEIGHTED AVERAGE YIELD.............. 4.71% 5.11% 4.72% 4.90% 4.93%
INVESTMENT SECURITIES HELD TO
MATURITY:
Other debt securities
Amortized cost.................... $ -- $ -- $ 500 $ -- $ 500
Weighted average yield............ -- -- 4.88% -- 4.88%
------- ------- ------- ------- --------
TOTAL AMORTIZED COST................ $ -- $ -- $ 500 $ -- $ 500
======= ======= ======= ======= ========
WEIGHTED AVERAGE YIELD.............. -- -- 4.88% -- 4.88%
---------------
(1) Tax exempt yields on municipal securities were adjusted to a tax equivalent
basis using a 34% tax rate.
LOANS HELD FOR SALE
Residential mortgages held for sale are sold within 30 days of their
settlement pursuant to pre-existing commitments. At December 31, 2002, loans
held for sale totaled $1,928,000 compared to $127,000 at December 31, 2001 and
$0 at December 31, 2000. The fluctuation in balances relates to the timing of
the loan originations versus their sale. We sold $13,925,000, $8,575,000 and
$4,727,000 of residential mortgages in 2002, 2001 and 2000, respectively.
Residential mortgage originations and sales are significantly influenced by the
interest rate environment.
28
LOANS
Gross loans increased $45,429,000 or 14% to $361,495,000 at December 31,
2002 and increased $76,621,000 or 32% to $316,066,000 at December 31, 2001 from
$239,445,000 at December 31, 2000. The majority of the loan portfolio is
collateralized, at least in part, by real estate in the greater Delaware and
Lehigh Valleys of Pennsylvania, and New Jersey. Real estate values are subject
to risks associated with the local economy. Loans secured by commercial
properties increased $44,945,000 or 22% during 2002, $46,737,000 or 29% during
2001, and $33,790,000 or 26% during 2000.
Inherent within the lending function is the evaluation and acceptance of
credit risk and interest rate risk. We manage credit risk through portfolio
diversification, underwriting policies and procedures, and loan monitoring
practices. We manage interest rate risk using various asset/liability modeling
techniques and analyses. Most loans are adjustable rate that reset in intervals
of five years or less. When possible, we also originate variable rate loans.
Our lending activity is focused on small to mid-sized businesses and
professionals within our market area.
LOAN PORTFOLIO
DECEMBER 31,
----------------------------------------------------
2002 2001 2000 1999 1998
-------- -------- -------- -------- --------
(IN THOUSANDS)
Real estate -- farmland......... $ 194 $ 214 $ 230 $ -- $ --
Real estate -- construction..... 10,574 15,911 4,395 3,850 2,161
Real estate -- residential...... 32,446 30,188 25,401 30,330 30,770
Real estate -- multi-family..... 19,350 15,011 13,667 9,738 5,135
Real estate -- commercial....... 253,357 208,412 161,675 127,885 86,008
Commercial...................... 44,387 45,238 32,295 25,260 14,434
Consumer........................ 1,187 1,092 1,782 2,161 1,840
-------- -------- -------- -------- --------
Total........................... $361,495 $316,066 $239,445 $199,224 $140,348
======== ======== ======== ======== ========
LOAN MATURITIES AND INTEREST SENSITIVITY
UNDER 1 1-5 OVER 5
YEAR YEARS YEARS TOTAL
------- -------- ------- --------
(IN THOUSANDS)
DECEMBER 31, 2002
-----------------
Real estate -- farmland...................... $ 21 $ 173 $ -- $ 194
Real estate -- construction.................. 5,194 5,380 -- 10,574
Real estate -- residential................... 15,231 16,771 444 32,446
Real estate -- multi-family.................. 2,134 17,163 53 19,350
Real estate -- commercial.................... 41,819 205,780 5,758 253,357
Commercial................................... 23,636 16,644 4,107 44,387
Consumer..................................... 355 832 -- 1,187
------- -------- ------- --------
Total........................................ $88,390 $262,743 $10,362 $361,495
======= ======== ======= ========
The following shows, at December 31, 2002, the amount of loans due after
one year that have fixed, adjustable or variable interest rates:
Loans with fixed or predetermined interest rates............ $ 30,289,000
Loans with adjustable or variable interest rates............ $242,816,000
29
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses reflects management's best estimate of
losses, both known and inherent, in the existing loan portfolio. Management's
judgment is based on the evaluation of individual loans, past experience, the
assessment of current economic conditions, and other relevant factors. The
provision for loan losses charged to operating expenses represents the amount
necessary to maintain an appropriate allowance. Loan losses are charged directly
against the allowance for loan losses when loans are deemed to be uncollectible.
Recoveries on previously charged-off loans are added to the allowance when
received.
Estimates are used to determine the allowance for loan losses. A variety of
factors are considered in establishing these estimates including current
economic conditions, diversification of the loan portfolio, delinquency
statistics, borrowers' perceived financial and managerial strengths, the
adequacy of underlying collateral, if collateral dependent, or present value of
future cash flows, and other relevant factors. Each commercial loan is assigned
a specific loan loss reserve using a scoring system. This scoring system takes
into consideration collateral type and value, loan to value ratios, the
borrower's risk rating and other factors previously described. Borrower risk
ratings are determined by loan officers at the inception of each loan and are
subject to on-going analysis and update by an independent loan reviewer.
Homogeneous loans comprised primarily of home equity and non-real estate secured
consumer loans, are analyzed in the aggregate.
Because the bank is only eleven years old with a limited history of loan
losses, management also uses peer group analysis to gauge the overall
reasonableness of loan loss reserves. While management calculates the allowance
based on specific loans or loan categories, it considers the total allowance
available for losses in the entire loan portfolio. Changes in economic
conditions and the financial condition of borrowers can occur quickly, and as a
result, impact management's estimates.
We maintained an unallocated loan loss reserve in 2000 based on a shift in
risk ratings following the hiring of an independent loan reviewer in the second
quarter of 1999. This unallocated reserve was based on the assumption that
additional risk factors would be identified and further changes to risk ratings
would be made as this independent review process was consistently applied to the
entire commercial loan portfolio over an extended period of time. We adjusted
our loan scoring system in 2001 to reflect current economic conditions and
trends in risk ratings over the past several years. As a result, there were no
unallocated loan loss reserves at December 31, 2001 or at December 31, 2002.
Regulatory authorities, as an integral part of their examinations,
periodically review the allowance for loan losses. They may require additions to
the allowance based upon their judgment and information available to them at the
time of examination.
Management considers the allowance for loan losses to be appropriate. To
comply with industry reporting requirements, management allocated the allowance
for loan losses by loan categories in the table below. Management does not
intend to imply that actual future charge-offs will necessarily follow this
allocation or that any portion of the allowance is restricted.
30
ALLOWANCE FOR LOAN LOSS ALLOCATION
DECEMBER 31,
-------------------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------------- ----------------- ----------------- ----------------- -----------------
% LOANS % LOANS % LOANS % LOANS % LOANS
TO TOTAL TO TOTAL TO TOTAL TO TOTAL TO TOTAL
AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS AMOUNT LOANS
------ -------- ------ -------- ------ -------- ------ -------- ------ --------
(DOLLARS IN THOUSANDS)
Balance at end of
year applicable to:
Real
estate -- farmland.. $ 1 0.05% $ 2 0.07% $ 2 0.10% $ -- -- $ -- --
Real estate --
construction....... 89 2.92% 115 5.03% 30 1.83% 37 1.93% 20 1.54%
Real estate --
residential........ 335 8.98% 266 9.55% 236 10.61% 428 15.22% 403 21.92%
Real estate -- multi-
family............. 169 5.35% 103 4.75% 76 5.71% 110 4.89% 125 3.66%
Real estate --
commercial......... 2,580 70.09% 2,338 65.94% 1,419 67.52% 1,436 64.19% 999 61.28%
Commercial........... 1,043 12.28% 982 14.31% 662 13.49% 481 12.69% 239 10.29%
Consumer............. 12 0.33% 11 0.35% 14 0.74% 19 1.08% 19 1.31%
Unallocated.......... -- -- -- -- 593 -- -- -- -- --
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
Total................ $4,229 100.00% $3,817 100.00% $3,032 100.00% $2,511 100.00% $1,805 100.00%
====== ======= ====== ======= ====== ======= ====== ======= ====== =======
31
Changes in the allowance for loan losses during the last five years are as
follows.
ALLOWANCE FOR LOAN LOSSES
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------------
2002 2001 2000 1999 1998
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
Balance at beginning of
year..................... $ 3,817 $ 3,032 $ 2,511 $ 1,805 $ 1,360
Charge-offs:
Real
estate-residential.... -- -- 6 -- 60
Real estate-commercial... 295 29 -- -- --
Commercial............... 163 4 1 2 --
Consumer................. -- -- -- 11 8
-------- -------- -------- -------- --------
Total charge-offs.......... 458 33 7 13 68
Recoveries:
Consumer................. -- -- -- -- 8
-------- -------- -------- -------- --------
Total recoveries........... -- -- -- -- 8
Net charge-offs............ 458 33 7 13 60
Provision for loan
losses................... 870 818 528 719 505
-------- -------- -------- -------- --------
Balance at end of year..... $ 4,229 $ 3,817 $ 3,032 $ 2,511 $ 1,805
======== ======== ======== ======== ========
Total gross loans:
Average.................... $348,169 $271,318 $217,128 $168,363 $122,526
End of year................ 361,495 316,066 239,445 199,224 140,348
Ratios:
Net charge-offs to:
Average loans............ 0.13% 0.01% -- 0.01% 0.05%
Loans at end of year..... 0.13% 0.01% -- 0.01% 0.04%
Allowance for loan
losses................ 10.83% 0.86% 0.23% 0.52% 3.32%
Provision for loan
losses................ 52.64% 4.03% 1.33% 1.81% 11.88%
Allowance for loan losses
to:
Total gross loans at year
end................... 1.17% 1.21% 1.27% 1.26% 1.29%
Non-performing loans..... 87.21% 142.05% N/M(1) 1307.81% 106.74%
---------------
(1) N/M stands for "not meaningful." There were no non-performing loans at
December 31, 2000.
32
NON-PERFORMING ASSETS
DECEMBER 31,
---------------------------------------
2002 2001 2000 1999 1998
------ ------ ---- ---- ------
(DOLLARS IN THOUSANDS)
Loans past due 90 days or more and
accruing:
Real estate -- construction.............. $ -- $ -- $-- $ -- $ --
Real estate -- residential............... -- -- -- 55 605
Commercial............................... -- -- -- 1 6
Consumer................................. -- -- -- -- --
------ ------ --- ---- ------
Total loans past due 90 days or more
and accruing........................ -- -- -- 56 611
Loans accounted for on a non-accrual basis:
Real estate -- construction.............. -- -- -- -- --
Real estate -- residential............... 73 -- -- 136 25
Real estate -- multi-family.............. 321 -- -- -- 890
Real estate -- commercial................ 3,450 2,201 -- -- 165
Commercial............................... 1,005 486 -- -- --
Consumer................................. -- -- -- -- --
------ ------ --- ---- ------
Total non-accrual loans............... 4,849 2,687 -- 136 1,080
Other real estate owned.................... -- 475 252 -- 200
------ ------ --- ---- ------
Total non-performing assets................ $4,849 $3,162 $252 $192 $1,891
====== ====== === ==== ======
Ratio of non-performing loans to total
loans.................................... 1.34% 0.85% N/M(1) 0.10% 1.20%
Ratio of non-performing assets to total
assets................................... 0.79% 0.70% 0.07% 0.06% 0.76%
---------------
(1) N/M stands for "not meaningful." There were no non-performing loans at
December 31, 2000.
Non-performing assets are defined as accruing loans past due 90 days or
more, non-accruing loans, restructured loans and other real estate owned.
Non-performing assets represented 0.79% of total assets at December 31, 2002
compared to 0.70% at December 31, 2001 and 0.07% at December 31, 2000.
Non-accrual loans are those where the accrual of interest has stopped.
Non-consumer loans are placed on non-accrual status immediately if management
believes that collection is doubtful or when principal or interest is past due
90 days or more. Management does not automatically place consumer loans on
non-accrual status when principal or interest payments are 90 days past due.
Instead, most consumer loans are charged-off when deemed uncollectible or after
reaching 120 days past due. Interest accrued, but not collected at the date a
loan is placed on non-accrual status, is reversed and charged against interest
income. We record subsequent cash receipts as either a reduction of the
outstanding principal or as interest income, depending on management's
assessment of the ultimate collectibility of principal and interest.
At December 31, 2002, 13 unrelated borrowers with an aggregate loan balance
of $4,849,000 were classified as non-accrual. Non-accrual loans at December 31,
2002 were substantially comprised of two borrowers with outstanding balances of
$2,360,000 and $1,526,000, respectively. The $2,360,000 credit is secured by
commercial real estate, which is under agreement of sale and expected to close
by the second quarter of 2003. The $1,526,000 credit is secured by real estate.
The disposition of this collateral has been delayed due to the borrower's filing
for bankruptcy.
At December 31, 2001, three unrelated borrowers with an aggregate loan
balance of $2,687,000 were classified as non-accrual. Non-accrual loans at
year-end 2001 were substantially comprised of one borrower with loan
outstandings totaling $2,330,000. This borrower's enterprise failed and we
placed the relationship
33
on non-accrual in November 2001. In 2002 we charged off $450,000 of this
relationship which remains on non-accrual as of December 31, 2002 with a balance
of $1,526,000.
There were no non-accruing loans at December 31, 2000.
We recognized $123,000, $51,000, and $0 of interest income on non-accrual
loans during the year ended December 31, 2002, 2001 and 2000, respectively.
Total interest income that would have been recognized on non-accrual loans was
$472,000, $94,000, and $0 for the year ended December 31, 2002, 2001 and 2000,
respectively.
Potential problem loans are those loans that management believes require
increased supervision and review and may, depending on the economic environment
and other factors, become non-performing assets in future periods. Potential
problem loans totaled $156,000, $2,356,000 and $3,666,000 at December 31, 2002,
2001 and 2000, respectively. Most of these loans are secured by real estate.
OTHER REAL ESTATE OWNED
We had no other real estate owned at December 31, 2002. Other real estate
owned totaled $475,000 at December 31, 2001 and consisted of one commercial
property. This property was transferred into other real estate owned in August
2001 and subsequently sold in May 2002 for a gain of $33,000. Other real estate
owned at December 31, 2000 in the amount of $252,000 was sold in May 2001 for a
loss of $17,000.
PREMISES AND EQUIPMENT
Premises and equipment decreased $166,000 during 2002 to $4,432,000 at
December 31, 2002 and $255,000 during 2001 to $4,598,000 at December 31, 2001 as
depreciation exceeded capital expenditures.
Premises and equipment increased $1,046,000 during 2000 to $4,853,000. This
increase relates primarily to expenditures for two new branch offices including
the construction of our Montgomeryville office, and purchases of additional
furniture, fixtures and equipment. The Montgomeryville and Bensalem offices
opened in October 2000.
DEFERRED TAXES
Deferred taxes decreased $1,365,000 in 2002 from $2,887,000 at December 31,
2001 to $1,522,000 at December 31, 2002. This decrease relates primarily to the
change in the estimated fair value of investment securities AFS. The offsetting
$193,000 increase relates primarily to the provision for loan losses.
Deferred taxes increased $184,000 during 2001 to $2,887,000. This increase
relates primarily to the provision for loan losses, which was offset in part by
a $145,000 decrease in deferred taxes related to the change in the estimated
fair value of investment securities AFS. Deferred taxes decreased $639,000
during 2000 to $2,703,000 from $3,342,000 at December 31, 1999. This change was
mostly due to the $827,000 decrease in the tax effect on unrealized losses in
investment securities AFS. The offsetting $188,000 increase relates primarily to
the provision for loan losses.
DEPOSITS
We are largely dependent upon our base of competitively priced core
deposits to provide a stable source of funds. We have retained and grown our
customer base since inception through a combination of price, quality service,
customer confidence, convenience, a stable and experienced staff and through
expansion of our network of offices. Core deposits, which exclude time deposits
of $100,000 and greater, grew $99,412,000 or 33% during 2002 to $403,692,000.
This growth was primarily generated by the Golden Checking product, which is an
interest-bearing checking account. Golden Checking accounts increased
$80,552,000 in 2002 and our deposit mix, although still concentrated in time
deposits, shifted significantly toward non-maturity interest checking products.
Interest checking accounts at December 31, 2002 were $157,691,000 or 35% of
total deposits compared to $58,826,000 or 16% of total deposits at December 31,
34
2001. Total time deposits at December 31, 2002 were $189,115,000 or 41% of total
deposits compared to $208,057,000 or 58% of total deposits at December 31, 2001.
Approximately $101,822,000 of time deposits will mature after one year.
Total deposits increased $98,204,000 or 27% during 2002 to $456,486,000.
Total average deposits increased $87,475,000 or 27% from $322,809,000 for the
year ended December 31, 2001 to $410,284,000 for the year ended December 31,
2002. Non-interest-bearing deposits are an important source of funds for a bank
because they lower overall deposit costs. The average balance of these accounts
increased $4,118,000 or 16% for the year ended December 31, 2002 compared to the
same period in 2001. The interest rates offered on most deposit products were
lowered in 2001 and 2002 in response to overall market conditions. Management
expects the certificate of deposit portfolio to continue to reprice lower in
2003 as higher rate accounts mature and reprice in the lower rate environment.
Total deposits increased $54,989,000 or 18% during 2001 to $358,282,000.
Golden Checking accounts and time deposits increased $31,895,000 and
$14,321,000, respectively. Much of the growth in time deposits was due to the
new IPCD product described below. Total average deposits increased $51,737,000
or 19% in 2001 and $56,593,000 or 26% in 2000. The average balance of
non-interest-bearing deposits increased $2,921,000 or 12% during 2001 to
$26,561,000.
The growth of mutual funds over the past decade has made it increasingly
difficult for financial institutions to attract deposits. Beginning in 2001, and
continuing to date, the returns of the domestic equity markets have been weak
and volatile as the U.S. economy was generally sluggish. These conditions
improved the environment for deposit acquisition for financial institutions as
investors sought the relative safety of FDIC insured deposits, despite a low
interest rate environment.
We plan to continue to grow deposits through promotions, business
development programs, maturation of existing branches and branch expansion. We
expect to open our eighth Pennsylvania branch in Abington, Montgomery County
during the second quarter of 2003. We introduced the Index Powered(SM)
Certificate of Deposit (IPCD) product in the first quarter of 2001. The IPCD
product contains an embedded derivative feature that provides a potential return
to the depositor based on a formula that is dependent on the return of the
Standard & Poor's 500(R) Index. This innovative deposit product allows the
customer to receive a return that is based on an equity market index in place of
a stated interest rate but, like other traditional certificates of deposit, is
insured by the FDIC to the extent provided by law. As of December 31, 2002, the
bank generated $16,575,000 in IPCD deposits with an initial term of five years.
Approximately $13,245,000 of IPCD balances at December 31, 2002 are from
institutional depositors. These depositors generally require us to obtain
letters of credit guaranteeing the principal amounts of IPCD's in excess of FDIC
insured levels. At December 31, 2002 we maintained $11,300,000 in letters of
credit from the FHLB for this purpose. The amount of IPCD product, net of
embedded derivatives, included in total deposits in the Consolidated Balance
Sheets at December 31, 2002 and December 31, 2001 was $14,160,000 and
$8,976,000, respectively. See the section entitled "Derivative Financial
Instruments."
35
AVERAGE DEPOSITS BY MAJOR CLASSIFICATION
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------------------------
2002 2001 2000
--------------- ---------------- ---------------
BALANCE RATE BALANCE RATE BALANCE RATE
-------- ---- -------- ----- -------- ----
(DOLLARS IN THOUSANDS)
Non-interest-bearing deposits... $ 30,679 -- $ 26,561 -- $ 23,640 --
Interest checking............... 121,001 2.63% 31,180 2.59% 22,079 2.54%
Money market deposit accounts... 16,984 2.26% 18,313 3.41% 6,512 5.05%
Savings accounts................ 50,117 2.20% 43,936 2.95% 47,776 3.49%
Time deposits................... 191,503 4.25% 202,819 5.96% 171,065 6.02%
-------- ---- -------- ----- -------- ----
Total........................... $410,284 3.12% $322,809 4.59% $271,072 4.74%
======== ==== ======== ===== ======== ====
MATURITY OF TIME DEPOSITS OF $100,000 OR MORE
DECEMBER 31,
2002
--------------
(IN THOUSANDS)
Three months or less........................................ $ 9,287
Over three through six months............................... 7,471
Over six through twelve months.............................. 6,445
Over twelve months.......................................... 29,591
-------
Total....................................................... $52,794
=======
SHORT-TERM BORROWINGS
Short-term borrowings, generally consisting of customer repurchase
agreements and overnight federal funds purchased, can fluctuate daily depending
on our liquidity needs and customer activity. Under customer repurchase
agreements, deposit customers agree to lend excess demand deposit balances to us
overnight at a rate below the federal funds rate. These overnight borrowings
from customers are collateralized by certain investment securities. Overnight
federal funds, which are purchased through a correspondent bank as needed, are
unsecured.
At December 31, 2002 and December 31, 2001, short-term borrowings were
comprised entirely of overnight borrowings from customers. At December 31, 2000
short-term borrowings included $785,000 in overnight federal funds purchased and
$13,619,000 in overnight borrowings from customers.
DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
(DOLLARS IN THOUSANDS)
Total balance at end of year............................ $20,067 $19,605 $14,404
Weighted average rate................................... 0.25% 0.75% 5.59%
Maximum amount outstanding at month end during the
year.................................................. $29,035 $25,692 $58,807
Average amount outstanding during the year.............. $19,553 $18,894 $38,193
Weighted average interest rate during the year.......... 0.69% 2.91% 6.05%
OTHER LIABILITIES
Other liabilities increased $755,000 from $5,019,000 at December 31, 2001
to $5,774,000 at December 31, 2002. This increase relates principally to a
$553,000 increase in the fair value of derivatives related to our IPCD product
and a $179,000 increase in accrued compensation expenses. In addition accrued
expenses and other operating accounts used in the normal course of business
increased $808,000 in
36
the aggregate. These increases were partially offset by a $785,000 decrease in
federal income taxes payable.
Other liabilities decreased $403,000 during 2001 to $5,019,000. The
majority of this decrease relates to the settlement of a $2,000,000 investment
purchase, which was accrued at December 31, 2000. In addition, accrued expenses
and other operating accounts used in the normal course of business decreased
$1,132,000 in the aggregate. These decreases were offset by the recording of
$2,055,000 in derivatives related to our IPCD product and a $674,000 increase in
federal income taxes payable due to higher taxable income in 2001.
CAPITAL ADEQUACY
Capital is fundamental to support our continued growth. In addition, PBI
and Premier Bank are subject to various regulatory capital requirements.
Regulatory capital is defined in terms of Tier 1 capital (shareholders' equity
plus the allowable portion of the minority interest in equity of subsidiaries,
minus unrealized gains or plus unrealized losses on available for sale
securities, and minus certain intangible assets), Tier 2 capital (which includes
a portion of the allowance for loan losses, minority interest in equity of
subsidiaries and subordinated debt), and total capital (Tier 1 plus Tier 2).
Risk-based capital ratios are expressed as a percentage of risk-weighted assets.
Risk-weighted assets are determined by assigning various weights to all assets
and off-balance sheet financial instruments, such as letters of credit and loan
commitments, based on associated risk. Regulators have also adopted minimum Tier
1 leverage ratio standards, which measure the ratio of Tier 1 capital to total
average quarterly assets.
During 2002, we completed two capital raising initiatives, which together
generated $27,345,000.
On June 19, 2002, we completed our public offering of 552,000 shares of
Series A 9.25% Non-Cumulative Perpetual Preferred Stock at $25.00 per share. The
net proceeds from this offering totaled $12,345,000. The Series A Preferred
Stock qualifies as Tier 1 capital. Annual dividends on the Series A Preferred
Stock are $2.3125 per share or $1,276,500. Dividends are payable quarterly, but
only if declared by our board of directors. Quarterly dividends were paid on
July 31, 2002, October 31, 2002, and January 31, 2003. All outstanding shares of
our preferred stock are expected to be redeemed in connection with our
acquisition by Fulton Financial Corporation. This acquisition is expected to
close by the third quarter of 2003.
On September 26, 2002, we issued $15,000,000 of variable rate capital
securities due November 7, 2032 through our Delaware subsidiary, Premier Capital
Trust II. Interest on the capital securities is based on the 90-day LIBOR index
plus 345 basis points. Proceeds from the capital securities provide PBI with
Tier 1 and Tier 2 capital as determined by regulatory capital guidelines. See
Note 21 to the Consolidated Financial Statements entitled "Capital Securities".
On December 31, 2001, Premier Bank issued $2,000,000 in subordinated debt,
which qualified as Tier 2 capital. This debt was repaid in October 2002.
In order to retain our financial holding company designation, we must be
"well capitalized". At December 31, 2002, management believes that PBI and
Premier Bank are "well capitalized" and in compliance with all regulatory
capital requirements.
The tables below depict PBI's capital components and ratios along with the
"adequately" and "well" capitalized criteria as defined by FDIC regulations.
37
CAPITAL COMPONENTS
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
Tier 1
Shareholders' equity........................................ $ 38,436 $ 19,609
Allowable portion of minority interest in equity of
subsidiaries.............................................. 10,000 7,537
Net unrealized gains on investment securities available for
sale...................................................... (24) 3,001
-------- --------
Total Tier 1 capital........................................ $ 48,412 $ 30,147
======== ========
Tier 2
Allowable portion of minority interest in equity of
subsidiaries.............................................. $ 15,000 $ 2,463
Allowable portion of the allowance for loan losses.......... 4,229 3,817
Allowable portion of subordinated debt...................... 1,500 3,500
-------- --------
Total Tier 2 capital........................................ $ 20,729 $ 9,780
======== ========
Total capital............................................... $ 69,141 $ 39,927
Risk-weighted assets........................................ $461,376 $375,981
The following table compares PBI's capital ratios to the "adequately
capitalized" and "well capitalized" regulatory requirements.
CAPITAL RATIOS
AT DECEMBER 31, "ADEQUATELY "WELL
--------------- CAPITALIZED" CAPITALIZED"
2002 2001 RATIOS RATIOS
------ ------ ------------- -------------
Total risk-based capital/risk-weighted
assets....................................... 14.99% 10.62% 8.00% 10.00%
Tier 1 capital/risk-weighted assets............ 10.49% 8.02% 4.00% 6.00%
Tier 1 capital/average assets (leverage
ratio)....................................... 8.05% 6.83% 4.00% 5.00%
DIVIDEND POLICY AND RESTRICTIONS
Our future dividend policy is subject to the discretion of the board of
directors and depends upon a number of factors, including future earnings,
financial condition, cash needs, and general business conditions. Cash dividends
are payable as and when declared by the board of directors out of funds legally
available for that purpose. On July 31, 2002 and October 31, 2002 we paid
dividends on our preferred stock in the amount of $149,000 and $319,000,
respectively. On February 13, 2003 our board of directors declared the first
cash dividend on our common stock payable on April 15, 2003 to common
shareholders of record on March 21, 2003.
Our ability to pay cash dividends depends on our ability to obtain cash
dividends from the bank. The bank's ability to pay cash dividends is subject to
the regulatory restrictions set forth in the Pennsylvania Banking Code of 1965,
the Federal Reserve Act and the Federal Deposit Insurance Act. Under the
Pennsylvania Banking Code, the bank can declare and pay cash dividends only out
of accumulated undivided profits, which were $19,972,000 at December 31, 2002.
Cash dividends require Federal Reserve Board approval if the total of all cash
dividends declared by the bank in any calendar year, including the proposed cash
dividend, exceeds the total of the bank's net profits for that year plus its
retained net profits from the preceding two years less any required transfers to
surplus or to a fund for the retirement of preferred stock, if any. At December
31, 2002, the bank had retained net profits available for distribution without
Federal Reserve Board approval of $12,730,000. The Federal Deposit Insurance Act
restricts the payment of dividends by a bank that is not adequately capitalized
and generally prohibits all payments of
38
dividends by any bank that is in default of any FDIC assessment. We are not
presently and have not been in default of any FDIC assessments.
LIQUIDITY
Liquidity represents an institution's ability to generate cash or otherwise
obtain funds at reasonable rates to satisfy commitments to borrowers and demands
of depositors. Our primary sources of funds are deposits, proceeds from
principal and interest payments on loans and investments, sales of investment
securities AFS and borrowings. While maturities and scheduled amortization of
loans and investments are a predictable source of funds, deposit flows, loan
prepayments and mortgage-backed securities prepayments are influenced by
interest rates, economic conditions, and competition. Competition for deposits
may require banks to increase the rates payable on deposits or expand their
branch office networks to adequately grow deposits in the future.
During the year ended December 31, 2002, cash and cash equivalents
increased $8,439,000. Operating and financing activities provided cash and cash
equivalents of $1,802,000 and $152,676,000, respectively, while investing
activities used $146,039,000. The cash provided by financing activities was
primarily from a $98,204,000 increase in deposits and a $30,000,000 increase in
long-term borrowings. We also raised $15,000,000 from the issuance of trust
preferred securities and $12,345,000 from our preferred stock offering. Other
significant sources of cash included principal repayments on loans and
mortgage-backed securities and sales and calls of investment securities.
Together, this cash was used to finance investment and loan growth of
$100,206,000 and $45,887,000, respectively.
During the year ended December 31, 2001, operating and financing activities
provided cash and cash equivalents of $3,735,000 and $92,480,000, respectively,
while investing activities used $74,637,000. The cash provided by financing
activities resulted primarily from an increase in deposits and borrowings and
the issuance of $2,000,000 in subordinated debt. Deposits and borrowings
increased by $54,989,000 and $35,201,000, respectively. Other significant
sources of cash included principal repayments on loans and mortgage-backed
securities and sales and calls of investment securities. Together, this cash was
used to finance loan growth of $77,129,000.
During the year ended December 31, 2000, operating and financing activities
provided cash and cash equivalents of $8,164,000 and $27,755,000, respectively,
while investing activities used $36,384,000. The cash provided by financing
activities principally came from a $65,812,000 increase in deposits. Other
significant sources of cash included principal repayments on loans and
mortgage-backed securities and sales and calls of investment securities.
Together, this cash was primarily used for loan originations and the repayment
of borrowings. During 2000, loans grew $40,480,000 and borrowings decreased by
$38,133,000.
We monitor our liquidity position on a daily basis. We use overnight
federal funds and interest-bearing deposits in other banks to absorb daily
excess liquidity. Conversely, overnight federal funds may be purchased to
satisfy daily liquidity needs. Federal funds are sold or purchased overnight
through a correspondent bank, which diversifies the holdings to an approved
group of commercial banks throughout the country.
If we require funds beyond our ability to generate them internally,
additional sources of funds are available through the use of a $6,000,000
unsecured federal funds line of credit with a correspondent bank and a
$148,199,000 borrowing limit at the Federal Home Loan Bank of Pittsburgh (FHLB).
We could also sell or reverse repurchase investment securities. At December 31,
2002, we had available borrowing capacity of $76,899,000 and $6,000,000 with the
FHLB and our correspondent bank, respectively.
Regulation D of the Federal Reserve Regulations requires all depository
institutions to maintain reserves on transaction accounts. Under Regulation D,
the bank's reserve requirement was $14,183,000 as of December 31, 2002. In
addition, we were required to maintain $346,000 in cash reserves at our
correspondent bank as of December 31, 2002.
At December 31, 2002, $28,553,000 in investment securities were pledged as
collateral for customer repurchase agreements compared to $20,866,000 at
December 31, 2001.
39
DERIVATIVE FINANCIAL INSTRUMENTS
We have limited involvement with derivative financial instruments and
currently use them only in relation to Premier's Index Powered(SM) Certificate
of Deposit (IPCD) product. The IPCD, which was introduced in the first quarter
of 2001, contains an embedded derivative feature that provides a potential
return to the depositor based on a formula that is dependent on the return of
the Standard & Poor's 500(R) Index. This innovative five year term deposit
product allows the customer to receive a return that is based on an equity
market index in place of a stated interest rate but, like other traditional
certificates of deposit, is insured in its principal amount by the FDIC to the
extent provided by law.
We entered into derivative contracts with the FHLB in order to offset the
risks associated with the variable cost of the IPCD. The terms of these
derivatives entered into with the FHLB provide for receipt of an amount equal to
the amount to be paid to the IPCD depositor, in exchange for a periodic payment
stream expressed as a rate of interest.
The derivative contracts with the FHLB and the derivatives embedded in the
IPCD are accounted for in accordance with Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended. Accordingly, we
carry these derivatives at fair value in the Consolidated Balance Sheets and
recognize any changes in fair value in current period earnings.
The notional amount of derivative contracts was $16,575,000 and $10,905,000
at December 31, 2002 and December 31, 2001, respectively. The fair value of
derivatives is included in "Other liabilities" and approximated $2,608,000 and
$2,055,000 at December 31, 2002 and 2001, respectively. During 2002,
approximately $224,000 was recorded in other expense for net changes in the fair
market value of derivatives compared to $158,000 in expense for 2001. The fair
value adjustments are due to changes in prevailing interest rates and the
resulting valuation of future payments due to the FHLB. These valuation
adjustments will cumulatively net to zero at the maturity of the contracts.
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and accompanying notes presented in this Form 10-K
have been prepared in accordance with generally accepted accounting principles,
which require the measurement of financial position and operating results in
terms of historical dollars 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 our operations. Unlike industrial companies,
nearly all of our assets and liabilities are monetary in nature. As a result,
interest rates have a greater impact on our 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 services.
SUBSEQUENT EVENT
On January 16, 2003, PBI announced that it had entered into a definitive
agreement to be acquired by Fulton Financial Corporation based in Lancaster,
Pennsylvania. Under the terms of the agreement, Fulton Financial will acquire
all of PBI's issued and outstanding shares of common stock. Each share of PBI
common stock outstanding will be exchanged for 1.34 shares of Fulton Financial
common stock, subject to adjustment. All outstanding shares of PBI preferred
stock are expected to be redeemed as of or before the closing date of the
transaction. This acquisition, which is subject to the approval of bank
regulators and PBI shareholders, is expected to close by the third quarter of
2003.
RECENT ACCOUNTING PRONOUNCEMENTS
RESCISSION OF FASB STATEMENTS NO. 4, 44, AND 64
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
40
Requirements," along with rescinding FASB Statement No. 44, "Accounting for
Intangible Assets of Motor Carriers" and amending FASB Statement No. 13,
"Accounting for Leases." This Statement (1) eliminates an inconsistency between
the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions, (2) eliminates the extraordinary item
treatment of reporting gains and losses from extinguishment of debt, and (3)
makes certain other technical corrections.
The provisions of this Statement related to the rescission of Statement 4
shall be applied in fiscal years beginning after May 15, 2002. The provisions of
this Statement related to Statement 13 shall be effective for transactions
occurring after May 15, 2002. All other provisions of this Statement shall be
effective for financial statements issued on or after May 15, 2002. Early
application of this Statement is encouraged. There was no impact on earnings,
financial condition, or equity upon adoption of Statement No. 145.
ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."
The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. There was no impact on earnings, financial condition, or equity upon
adoption of Statement No. 146.
ACQUISITIONS OF CERTAIN FINANCIAL INSTITUTIONS
In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions," which amends SFAS No. 72, "Accounting for
Certain Acquisitions of Banking or Thrift Institutions," SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," and FASB
Interpretation No. 9. Except for transactions between two or more mutual
enterprises, this Statement removes acquisitions of financial institutions from
the scope of both Statement No. 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with FASB Statements No. 141,
"Business Combinations," and No. 142, "Goodwill and Other Intangible Assets."
Thus, the requirement in paragraph 5 of Statement No. 72 to recognize any excess
of the fair value of liabilities assumed over the fair value of tangible and
identifiable intangible assets acquired as an unidentifiable intangible asset no
longer applies to acquisitions within the scope of this Statement. In addition,
this Statement amends Statement 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. Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and impairment loss recognition and
measurement provisions that Statement No. 144 requires for other long-lived
assets that are held and used.
With some exceptions, the requirements of Statement No. 147 are effective
October 1, 2002. The adoption of this Statement did not have an impact on our
earnings, financial condition, or equity.
STOCK-BASED COMPENSATION
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure -- an amendment of FASB
Statement No. 123." This statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. The Statement also amends the disclosure requirements of
Statement 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. This
statement
41
is effective for fiscal years ending after December 15, 2002, except for
financial reports containing condensed financial statements for interim periods
for which disclosure is effective for periods beginning after December 15, 2002.
This Statement announces that "in the near future, the Board plans to consider
whether it should propose changes to the U.S. standards on accounting for
stock-based compensation". We have not changed to the fair value method of
accounting for stock-based employee compensation. We continue to apply the
provisions on APB Opinion No. 30, as permitted by Statement No. 123, and provide
pro-forma net income and pro-forma earnings per share disclosures for stock
option grants made in 1995 and subsequent years as if the fair value method had
been applied.
ITEM 7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The discussion concerning the effects of interest rate changes on our
estimated net interest income for the year ending December 31, 2003, set forth
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations" in Item 7 herein is incorporated by reference.
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) The following audited consolidated financial statements and related
documents are set forth in this Annual Report on Form 10-K on the following
pages:
PAGE
----
Independent Auditors' Report................................ 44
Consolidated Balance Sheets................................. 45
Consolidated Statements of Operations....................... 46
Consolidated Statements of Shareholders' Equity and
Comprehensive Income...................................... 47
Consolidated Statements of Cash Flows....................... 48
Notes to Consolidated Financial Statements.................. 49
(b) A summary of quarterly results for the years 2002, 2001 and 2000 is as
follows.
SUMMARY OF QUARTERLY FINANCIAL DATA
QUARTER ENDED 2002
-----------------------------------------------
DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
----------- ------------ ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest income................................... $8,769 $8,425 $8,036 $7,564
Interest expense.................................. 3,819 3,819 3,781 3,846
------ ------ ------ ------
Net interest income............................... 4,950 4,606 4,255 3,718
Provision for loan losses......................... 100 245 240 285
Non-interest income............................... 215 257 329 136
Non-interest expense.............................. 2,980 2,775 2,714 2,484
------ ------ ------ ------
Income before income tax.......................... 2,085 1,843 1,630 1,085
Income tax expense................................ 578 581 487 283
------ ------ ------ ------
Net income........................................ $1,507 $1,262 $1,143 $ 802
====== ====== ====== ======
Less: Preferred stock dividend.................... $ (319) $ (149) $ -- $ --
------ ------ ------ ------
Net income applicable to common shareholders...... $1,188 $1,113 $1,143 $ 802
====== ====== ====== ======
Basic earnings per common share................... $ 0.36 $ 0.33 $ 0.33 $ 0.24
Diluted earnings per common share................. 0.34 0.32 0.32 0.23
42
QUARTER ENDED 2001
-----------------------------------------------
DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
----------- ------------ ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest income................................... $7,646 $7,656 $7,335 $7,014
Interest expense.................................. 4,107 4,197 4,213 4,108
------ ------ ------ ------
Net interest income............................... 3,539 3,459 3,122 2,906
Provision for loan losses......................... 300 179 239 100
Non-interest income............................... 170 138 180 106
Non-interest expense.............................. 2,441 2,362 2,309 2,293
------ ------ ------ ------
Income before income tax.......................... 968 1,056 754 619
Income tax expense................................ 253 266 189 155
------ ------ ------ ------
Net income........................................ $ 715 $ 790 $ 565 $ 464
====== ====== ====== ======
Less: Preferred stock dividend.................... $ -- $ -- $ -- $ --
------ ------ ------ ------
Net income applicable to common shareholders...... $ 715 $ 790 $ 565 $ 464
====== ====== ====== ======
Basic earnings per common share................... $ 0.22 $ 0.24 $ 0.18 $ 0.15
Diluted earnings per common share................. 0.21 0.23 0.16 0.14
QUARTER ENDED 2000
-----------------------------------------------
DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
----------- ------------ ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Interest income................................... $7,081 $6,790 $6,525 $6,297
Interest expense.................................. 4,210 3,950 3,654 3,480
------ ------ ------ ------
Net interest income............................... 2,871 2,840 2,871 2,817
Provision for loan losses......................... 128 125 125 150
Non-interest income............................... 96 89 76 58
Non-interest expense.............................. 2,185 2,049 2,006 2,214
------ ------ ------ ------
Income before income tax.......................... 654 755 816 511
Income tax expense................................ 169 186 212 108
------ ------ ------ ------
Net income........................................ $ 485 $ 569 $ 604 $ 403
====== ====== ====== ======
Less: Preferred stock dividend.................... $ -- $ -- $ -- $ --
------ ------ ------ ------
Net income applicable to common shareholders...... $ 485 $ 569 $ 604 $ 403
====== ====== ====== ======
Basic earnings per common share................... $ 0.16 $ 0.18 $ 0.19 $ 0.13
Diluted earnings per common share................. 0.14 0.17 0.18 0.12
43
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Premier Bancorp, Inc.:
We have audited the accompanying consolidated balance sheets of Premier
Bancorp, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of operations, shareholders' equity and comprehensive
income, and cash flows for each of the years in the three year period ended
December 31, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 financial
statements are free of material misstatement. An audit includes examining, 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 evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Premier
Bancorp, Inc. and subsidiaries as of December 31, 2002 and 2001, and the results
of their operations and their cash flows for each of the years in the three year
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
---------------------------
KPMG LLP
February 11, 2003
Philadelphia, Pennsylvania
44
PREMIER BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
ASSETS:
Cash and due from banks..................................... $ 23,027 $ 14,383
Short-term investments...................................... 10,530 14,137
Interest-bearing deposits................................... 4,486 1,084
-------- --------
Cash and cash equivalents................................... 38,043 29,604
Investment securities:
Held to maturity (fair value $500 in 2002 and $500 in
2001).................................................. 500 500
Available for sale (amortized cost $202,605 in 2002 and
$102,399 in 2001)...................................... 202,641 97,851
Loans held for sale......................................... 1,928 127
Loans receivable (net of allowance for loan losses of $4,229
in 2002 and $3,817 in 2001)............................... 355,598 310,876
Other real estate owned..................................... -- 475
Premises and equipment...................................... 4,432 4,598
Accrued interest receivable................................. 3,528 2,939
Deferred taxes.............................................. 1,522 2,887
Other assets................................................ 1,780 712
-------- --------
Total assets................................................ $609,972 $450,569
======== ========
LIABILITIES, MINORITY INTEREST IN SUBSIDIARIES AND
SHAREHOLDERS' EQUITY:
Deposits.................................................... $456,486 $358,282
Borrowings.................................................. 80,067 49,605
Accrued interest payable.................................... 2,709 4,554
Other liabilities........................................... 5,774 5,019
Subordinated debt........................................... 1,500 3,500
-------- --------
Total liabilities........................................... 546,536 420,960
Corporation-obligated mandatorily redeemable capital
securities of subsidiary trusts holding solely junior
subordinated debentures of the corporation................ 25,000 10,000
Commitments and contingencies (Note 16)
SHAREHOLDERS' EQUITY:
Preferred stock- no par value; 20,000,000 shares authorized;
Series A Preferred issued and outstanding 552,000 at
December 31, 2002 and none at December 31, 2001........... 12,345 --
Common stock- $0.33 par value; 30,000,000 shares authorized;
3,452,273 shares issued and 3,342,415 shares outstanding
at December 31, 2002; 3,242,215 shares issued and
outstanding at December 31, 2001.......................... 1,139 1,070
Additional paid-in capital.................................. 12,545 12,085
Retained earnings........................................... 13,701 9,455
Treasury stock at cost; 109,858 shares at December 31, 2002
and none at December 31, 2001............................. (1,318) --
Accumulated other comprehensive gain (loss), net............ 24 (3,001)
-------- --------
Total shareholders' equity.................................. 38,436 19,609
-------- --------
Total liabilities, minority interest in subsidiaries and
shareholders' equity...................................... $609,972 $450,569
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
45
PREMIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------
2002 2001 2000
------------- ------------- -------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
INTEREST INCOME:
Loans.................................................. $ 25,528 $ 22,468 $ 18,954
Short-term investments and interest-bearing deposits... 508 403 499
Investments:
Taxable............................................. 5,988 5,807 6,356
Tax-exempt.......................................... 770 973 884
---------- ---------- ----------
Total interest income.................................... 32,794 29,651 26,693
INTEREST EXPENSE:
Deposits............................................... 12,798 14,820 12,854
Borrowings............................................. 2,467 1,805 2,440
---------- ---------- ----------
Total interest expense................................... 15,265 16,625 15,294
---------- ---------- ----------
Net interest income...................................... 17,529 13,026 11,399
Provision for loan losses................................ 870 818 528
---------- ---------- ----------
Net interest income after provision...................... 16,659 12,208 10,871
NON-INTEREST INCOME:
Service charges and other deposit-related fees......... 396 330 286
Gain, net, on sale of investment securities available
for sale............................................ 103 13 3
Gain (loss) on sale of other real estate owned......... 33 (17) --
Gain on sale of loans held for sale.................... 131 52 29
Fees from sales of title insurance policies............ 150 137 1
Other fees............................................. 124 79 --
---------- ---------- ----------
Total non-interest income................................ 937 594 319
NON-INTEREST EXPENSE:
Salaries and employee benefits......................... 5,282 4,337 3,873
Occupancy.............................................. 819 767 641
Data processing........................................ 1,156 973 841
Professional services.................................. 311 323 377
Marketing.............................................. 286 424 484
Minority interest in expense of subsidiaries........... 1,082 873 873
Other.................................................. 2,017 1,708 1,365
---------- ---------- ----------
Total non-interest expense............................... 10,953 9,405 8,454
---------- ---------- ----------
Income before income tax................................. 6,643 3,397 2,736
Income tax expense....................................... 1,929 863 675
---------- ---------- ----------
Net income............................................... $ 4,714 $ 2,534 $ 2,061
========== ========== ==========
Less: Preferred stock dividends.......................... $ (468) $ -- $ --
---------- ---------- ----------
Net income applicable to common shareholders............. $ 4,246 $ 2,534 $ 2,061
========== ========== ==========
EARNINGS PER COMMON SHARE:
Basic.................................................. $ 1.26 $ 0.79 $ 0.67
Diluted................................................ $ 1.22 $ 0.74 $ 0.60
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
Basic.................................................. 3,365,467 3,212,537 3,097,450
Diluted................................................ 3,493,716 3,442,369 3,422,832
The accompanying notes are an integral part of the consolidated financial
statements.
46
PREMIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2002, 2001 AND 2000
-----------------------------------------------------------------------------------------------------
ACCUMULATED
OTHER
ADDITIONAL COMPREHENSIVE TOTAL
COMPREHENSIVE PREFERRED COMMON PAID-IN RETAINED TREASURY INCOME SHAREHOLDERS'
INCOME STOCK STOCK CAPITAL EARNINGS STOCK (LOSS) EQUITY
------------- --------- ------ ---------- -------- -------- ------------- -------------
(IN THOUSANDS)
BALANCE AT DECEMBER 31,
1999.................... $ -- $1,016 $11,662 $ 4,860 $ -- $(4,891) $12,647
Comprehensive income
Net income.............. $2,061 -- -- -- 2,061 -- -- 2,061
Other comprehensive
income, net of tax
Unrealized gain on
investment
securities available
for sale............ 1,610 -- -- -- -- -- -- --
Less: reclassification
adjustment for gains
included in net
income.............. (2) -- -- -- -- -- -- --
------
Other comprehensive
income................ 1,608 -- -- -- -- -- 1,608 1,608
------
Comprehensive income...... $3,669 -- -- -- -- -- -- --
======
Common stock issued for
options exercised....... -- 9 130 -- -- -- 139
------- ------ ------- ------- ------- ------- -------
BALANCE AT DECEMBER 31,
2000.................... $ -- $1,025 $11,792 $ 6,921 $ -- $(3,283) $16,455
======= ====== ======= ======= ======= ======= =======
Comprehensive income
Net income.............. $2,534 -- -- -- 2,534 -- -- 2,534
Other comprehensive
income, net of tax
Unrealized gain on
investment
securities available
for sale............ 291 -- -- -- -- -- -- --
Less: reclassification
adjustment for gains
included in net
income.............. (9) -- -- -- -- -- -- --
------
Other comprehensive
income................ 282 -- -- -- -- -- 282 282
------
Comprehensive income...... $2,816 -- -- -- -- -- -- --
======
Common stock issued for
options exercised....... -- 45 293 -- -- -- 338
------- ------ ------- ------- ------- ------- -------
BALANCE AT DECEMBER 31,
2001.................... $ -- $1,070 $12,085 $ 9,455 $ -- $(3,001) $19,609
======= ====== ======= ======= ======= ======= =======
Comprehensive income
Net income.............. $4,714 -- -- -- 4,714 -- -- 4,714
Preferred stock
issued................ 12,345 -- -- -- -- -- 12,345
Preferred stock
dividends............. -- -- -- (468) -- -- (468)
Repurchase of common
stock................. -- -- -- -- (1,318) -- (1,318)
Other comprehensive
income, net of tax
Unrealized gain on
investment
securities available
for sale............ 3,093 -- -- -- -- -- -- --
Less: reclassification
adjustment for gains
included in net
income.............. (68) -- -- -- -- -- -- --
------
Other comprehensive
income................ 3,025 -- 3,025 3,025
------
Comprehensive income...... $7,739 -- -- -- -- -- -- --
======
Common stock issued for
options exercised....... -- 69 460 -- -- -- 529
------- ------ ------- ------- ------- ------- -------
BALANCE AT DECEMBER 31,
2002.................... $12,345 $1,139 $12,545 $13,701 $(1,318) $ 24 $38,436
======= ====== ======= ======= ======= ======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
47
PREMIER BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2002 2001 2000
--------- -------- --------
(IN THOUSANDS)
OPERATING ACTIVITIES:
Net income................................................ $ 4,714 $ 2,534 $ 2,061
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation expense.................................... 480 515 459
Provision for loan losses............................... 870 818 528
Fair market value adjustments on IPCD derivatives....... 224 158 --
(Gains) losses on sale of other real estate owned....... (33) 17 --
Write-off of capitalized costs.......................... -- -- 68
(Accretion) amortization of premiums/discounts on
investment securities held to maturity................. -- (2) 7
Amortization of premiums/discounts on investment
securities available for sale.......................... 243 173 120
Gain on sales of investment securities available for
sale................................................... (103) (13) (3)
Gain on sales of loans held for sale.................... (131) (52) (29)
Originations of loans held for sale..................... (15,726) (8,702) (4,727)
Proceeds from sales of loans held for sale.............. 14,056 8,627 4,756
Increase in accrued interest receivable................. (589) (422) (343)
Increase in deferred tax asset.......................... (194) (329) (188)
(Increase) decrease in other assets..................... (1,068) (13) 69
Increase in deferred loan fees.......................... 295 512 269
(Decrease) increase in accrued interest payable......... (1,845) 427 1,763
Increase (decrease) in other liabilities................ 609 (513) 3,354
--------- -------- --------
Net cash provided by operating activities................... 1,802 3,735 8,164
--------- -------- --------
INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for
sale.................................................... 66,536 29,569 5,474
Repayment of investment securities available for sale..... 15,825 11,420 5,757
Purchases of investment securities available for sale..... (182,707) (44,000) (6,410)
Repayment of investment securities held to maturity....... -- 5,528 848
Net increase in loans receivable.......................... (45,887) (77,129) (40,480)
Proceeds from sales of other real estate owned............ 508 235 --
Purchases of premises and equipment....................... (314) (260) (1,573)
--------- -------- --------
Net cash used in investing activities....................... (146,039) (74,637) (36,384)
--------- -------- --------
FINANCING ACTIVITIES:
Net increase in deposits.................................. 98,204 54,989 65,812
Net increase (decrease) in borrowings less than 90 days... 462 5,201 (28,133)
Proceeds from borrowings greater than 90 days............. 30,000 30,000 --
Repayment of borrowings greater than 90 days.............. -- -- (10,000)
Proceeds from subordinated debt........................... -- 2,000 --
Repayment of subordinated debt............................ (2,000) -- --
Proceeds from issuance of trust preferred securities...... 15,000 -- --
Net proceeds from issuance of preferred stock............. 12,345 -- --
Payment of preferred stock dividends...................... (468) -- --
Purchases of treasury stock............................... (1,318) -- --
Proceeds from exercised common stock options.............. 451 290 76
--------- -------- --------
Net cash provided by financing activities................... 152,676 92,480 27,755
--------- -------- --------
Increase (decrease) in cash and cash equivalents............ 8,439 21,578 (465)
CASH AND CASH EQUIVALENTS:
Beginning of year......................................... 29,604 8,026 8,491
--------- -------- --------
End of year............................................... $ 38,043 $ 29,604 $ 8,026
========= ======== ========
SUPPLEMENTAL DISCLOSURES:
Cash payments for:
Interest expense........................................ $ 17,110 $ 16,198 $ 13,531
Taxes................................................... 2,830 470 660
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Change in the estimated fair value of investment
securities available for sale........................... $ 4,584 $ 427 $ 2,435
Change in deferred tax asset related to investment
securities available for sale........................... (1,559) (145) (827)
Tax effect of exercised common stock options.............. 78 48 63
Transfer of loans to other real estate owned.............. -- 475 252
The accompanying notes are an integral part of the consolidated financial
statements.
48
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Premier Bancorp, Inc. (PBI) is a Pennsylvania business corporation and a
registered financial holding company headquartered in Doylestown, Bucks County,
Pennsylvania. PBI was incorporated on July 15, 1997 and reorganized on November
17, 1997 as the one-bank holding company of Premier Bank. PBI's primary business
is the operation of its wholly owned subsidiary, Premier Bank, which is managed
as a single business segment.
Premier Bank provides a full range of banking services to individual and
corporate customers through its branch office network located in Bucks,
Montgomery and Northampton Counties in Pennsylvania. Premier Bank is a
Pennsylvania chartered commercial bank and member of the Federal Reserve Bank of
Philadelphia and the Federal Deposit Insurance Corporation. Premier Bank
competes with other financial institutions and other financial services
companies with respect to services offered and customers.
Both PBI and Premier Bank are regulated by certain federal and state
agencies and are periodically examined by them.
BASIS OF FINANCIAL STATEMENT PRESENTATION
The consolidated financial statements include the accounts of PBI and its
wholly owned subsidiaries: Premier Bank, PBI Capital Trust, Premier Capital
Trust II, Lenders Abstract, LLC and Premier Bank Insurance Services, LLC. These
statements were prepared in accordance with accounting principles generally
accepted in the United States of America as applied to the banking industry. All
significant intercompany accounts and transactions were eliminated in the
consolidated financial statements. Certain previously reported amounts were
reclassified to conform to current presentation standards.
USE OF ESTIMATES
In preparing the 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 financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from such estimates. Material estimates that are particularly susceptible to
significant change in the near term include the determination of the allowance
for loan losses.
INVESTMENT SECURITIES
Debt and equity securities are classified as either held to maturity (HTM),
trading or as available for sale (AFS). Investments are classified as securities
HTM if there is a positive intent and ability to hold to maturity. Securities
HTM are reported at amortized cost. Investment securities that are not HTM or
held for trading purposes are classified as securities AFS. Securities AFS are
reported at fair value, with unrealized gains and losses, net of tax, excluded
from earnings and reported as accumulated other comprehensive gain (loss), net,
within shareholders' equity. PBI and its subsidiaries do not engage in any
trading activities. The appropriate classification of securities is determined
at the time of purchase.
Securities AFS include securities that are intended to be used as part of
PBI's asset/liability management strategy and that may be sold in response to
changes in market interest rates and related changes in the securities'
prepayment risk or to meet liquidity needs. The majority of the investment
portfolio is classified as available for sale.
Premiums and discounts on debt securities are recognized in interest income
using a constant yield method. Gains and losses on sales of investment
securities are computed on the specific identification basis and included in
non-interest income based on trade date.
49
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Equity securities are limited to stocks owned in the Federal Reserve Bank,
the Federal Home Loan Bank of Pittsburgh (FHLB) and the Atlantic Central Bankers
Bank, a correspondent bank. These securities are reported at cost, which
approximates liquidation value.
LOANS
Loans are stated at the principal amount outstanding, net of deferred loan
fees and costs. Interest income is accrued on the principal amount outstanding.
Loan origination fees and related direct costs are deferred and amortized to
income over the term of the respective loan and loan commitment period as a
yield adjustment.
Non-accrual loans are those on which the accrual of interest has stopped.
Non-consumer loans are generally placed on non-accrual status if it is believed
that collection is doubtful, or when principal or interest is past due 90 days
or more. Interest accrued, but not collected at the date a loan is placed on
non-accrual status, is reversed and charged against interest income. Subsequent
cash receipts are recorded as either a reduction of outstanding principal or as
interest income depending on management's assessment of the ultimate
collectibility of principal and interest. Loans are returned to accrual status
when the borrower's ability to make periodic principal and interest payments
returns to normal (i.e., brought current with respect to principal and interest
or restructured) and the paying capacity of the borrower and/or the underlying
collateral is deemed sufficient to cover principal and interest. Consumer loans
are not automatically placed on non-accrual status when principal or interest
payments are 90 days past due. Instead, most consumer loans are charged-off when
deemed uncollectible or after reaching 120 days past due.
Impaired loans are measured based on the present value of expected future
discounted cash flows, the market price of the loan or the fair value of the
underlying collateral if the loan is collateral dependent. Interest income is
recognized on impaired loans in the same manner as for non-accrual loans
discussed above.
LOANS HELD FOR SALE
Residential mortgages held for sale are carried at the lower of aggregate
cost or market value. Gains and losses on residential mortgages held for sale
are included in non-interest income. Servicing rights are released to purchasers
when the loans are sold.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses reflects management's best estimate of
losses, both known and inherent, in the existing loan portfolio. Management's
judgment is based on the evaluation of individual loans, past experience, the
assessment of current economic conditions, and other relevant factors. The
provision for loan losses charged to operating expenses represents the amount
necessary to maintain an appropriate allowance. Loan losses are charged directly
against the allowance for loan losses when loans are deemed to be uncollectible.
Recoveries on previously charged-off loans are added to the allowance when
received.
Estimates are used to determine the allowance for loan losses. A variety of
factors are considered in establishing these estimates including current
economic conditions, diversification of the loan portfolio, delinquency
statistics, borrowers' perceived financial and managerial strengths, the
adequacy of underlying collateral, if collateral dependent, or present value of
future cash flows, and other relevant factors. In addition, regulatory
authorities, as an integral part of their examinations, periodically review the
allowance for loan losses. They may require additions to the allowance based
upon their judgment and information available to them at the time of
examination.
50
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
PREMISES AND EQUIPMENT
Premises and equipment are recorded at cost, less accumulated depreciation
and amortization. Depreciation and amortization are calculated on a
straight-line basis over the estimated useful lives of the assets as follows:
buildings -- 15 to 40 years; leasehold improvements -- lesser of the useful life
or lease term; equipment -- 5 to 10 years; and software -- 3 years. Expenditures
for maintenance and repairs are charged to operations as incurred. Gains or
losses on the sale of these assets are recorded when realized. Land is carried
at cost.
OTHER REAL ESTATE OWNED
Other real estate owned consists of properties acquired through foreclosure
proceedings or acceptance of a deed in lieu of foreclosure. Other real estate
owned is reported at the lower of the carrying value of the loan or the fair
value of the property, net of estimated selling costs. Costs relating to the
development or improvement of properties are capitalized. Costs relating to the
operation and maintenance of properties are expensed as incurred. Gains and
losses are recorded through earnings when the property is sold.
DERIVATIVE FINANCIAL INSTRUMENTS
PBI and its subsidiaries have limited involvement with derivative financial
instruments and currently use them only in relation to Premier Bank's Index
Powered(SM) Certificate of Deposit (IPCD) product. The IPCD, which was
introduced in the first quarter 2001, contains an embedded derivative feature
that provides a potential return to the depositor based on a formula that is
dependent on the return of the Standard & Poor's 500(R) Index. This innovative
five year term deposit product allows the customer to receive a return that is
based on an equity market index in place of a stated interest rate but, like
other traditional certificates of deposit, is insured by the FDIC to the extent
provided by law.
Premier Bank entered into derivative contracts with the FHLB in order to
offset the risks associated with the variable cost of the IPCD. Under the terms
of these derivative contracts, Premier Bank will receive an amount equal to the
amount to be paid to the IPCD depositor, in exchange for a periodic payment
stream expressed as a rate of interest.
The derivative contracts with the FHLB and the derivatives embedded in the
IPCD are accounted for in accordance with Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended. Accordingly, PBI
carries these derivatives at fair value in the Consolidated Balance Sheets and
recognizes any changes in fair value in current period earnings.
INCOME TAXES
PBI files a consolidated federal income tax return. The asset and liability
method, under which deferred tax assets and liabilities are recognized for the
future tax consequences attributable to the difference between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases, is used to provide for income taxes. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect of a change in tax rates on deferred tax
assets and liabilities is recognized in income in the period that includes the
enactment date.
EARNINGS PER COMMON SHARE
Basic earnings per common share is calculated using the weighted-average
number of shares outstanding, after giving retroactive effect to the 5% common
stock dividend declared on February 17, 2000 and paid on March 10, 2000. Diluted
earnings per common share includes dilutive common stock
51
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
equivalents as computed under the treasury stock method using average common
stock prices for the respective period.
STOCK OPTIONS
PBI's stock based compensation plans are described in Note 15 to the
Consolidated Financial Statements. PBI accounts for its stock option plans under
the recognition and measurement principles of Accounting Principles Board (APB)
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations. No stock based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price equal to
the market value of the underlying common stock on the date of grant. The
following table illustrates the tax effect on net income and earnings per share
if PBI had applied the fair value provisions of FASB Statement No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
Net income applicable to common shareholders
As reported.............................................. $4,246 $2,534 $2,061
Pro forma................................................ 4,246 2,413 1,690
Basic earnings per common share
As reported.............................................. $ 1.26 $ 0.79 $ 0.67
Pro forma................................................ 1.26 0.75 0.55
Diluted earnings per common share
As reported.............................................. $ 1.22 $ 0.74 $ 0.60
Pro forma................................................ 1.22 0.70 0.49
STATEMENT OF CASH FLOWS
Cash and cash equivalents for purposes of this statement consist of cash
and due from banks, short-term investments with an original term of 30 days or
less, interest-bearing deposits, and overnight federal funds sold.
RECENT ACCOUNTING PRONOUNCEMENTS
Rescission of FASB Statements No. 4, 44, and 64
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt," and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements," along with rescinding FASB Statement No. 44, "Accounting for
Intangible Assets of Motor Carriers" and amending FASB Statement No. 13,
"Accounting for Leases." This Statement (1) eliminates an inconsistency between
the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions, (2) eliminates the extraordinary item
treatment of reporting gains and losses from extinguishment of debt, and (3)
makes certain other technical corrections.
The provisions of this Statement related to the rescission of Statement 4
shall be applied in fiscal years beginning after May 15, 2002. The provisions of
this Statement related to Statement 13 shall be
52
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
effective for transactions occurring after May 15, 2002. All other provisions of
this Statement shall be effective for financial statements issued on or after
May 15, 2002. Early application of this Statement is encouraged. There was no
impact on earnings, financial condition, or equity upon adoption of Statement
No. 145.
Accounting for Costs Associated with Exit or Disposal Activities
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."
The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. There was no impact on earnings, financial condition, or equity upon
adoption of Statement No. 146.
Acquisitions of Certain Financial Institutions
In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions," which amends SFAS No. 72, "Accounting for
Certain Acquisitions of Banking or Thrift Institutions," SFAS No.144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," and FASB
Interpretation No. 9. Except for transactions between two or more mutual
enterprises, this Statement removes acquisitions of financial institutions from
the scope of both Statement No. 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with FASB Statements No. 141,
"Business Combinations," and No. 142, "Goodwill and Other Intangible Assets."
Thus, the requirement in paragraph 5 of Statement No. 72 to recognize any excess
of the fair value of liabilities assumed over the fair value of tangible and
identifiable intangible assets acquired as an unidentifiable intangible asset no
longer applies to acquisitions within the scope of this Statement. In addition,
this Statement amends Statement 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. Consequently, those intangible assets are subject to the same
undiscounted cash flow recoverability test and impairment loss recognition and
measurement provisions that Statement No. 144 requires for other long-lived
assets that are held and used.
With some exceptions, the requirements of Statement No. 147 are effective
October 1, 2002. The adoption of this Statement did not have an impact on our
earnings, financial condition, or equity.
Stock-Based Compensation
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure -- an amendment of FASB
Statement No. 123." This statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. The Statement also amends the disclosure requirements of
Statement 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. This
statement is effective for fiscal years ending after December 15, 2002, except
for financial reports containing condensed financial statements for interim
periods for which disclosure is effective for periods beginning after December
15, 2002.
53
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
This Statement announces that "in the near future, the Board plans to
consider whether it should propose changes to the U.S. standards on accounting
for stock-based compensation". We have not changed to the fair value method of
accounting for stock-based employee compensation. We continue to apply the
provisions on APB Opinion No. 30, as permitted by statement No. 123, and provide
pro-forma net income and pro-forma earnings per share disclosures for stock
option grants made in 1995 and subsequent years as if the fair value method had
been applied.
NOTE 2 -- SUBSEQUENT EVENT
On January 16, 2003, PBI announced that it had entered into a definitive
agreement to be acquired by Fulton Financial Corporation based in Lancaster,
Pennsylvania. Under the terms of the agreement, Fulton Financial will acquire
all of PBI's issued and outstanding shares of common stock. Each share of PBI
common stock outstanding will be exchanged for 1.34 shares of Fulton Financial
common stock, subject to adjustment. All outstanding shares of PBI preferred
stock are expected to be redeemed as of or before the closing date of the
transaction. This acquisition, which is subject to the approval of bank
regulators and PBI shareholders, is expected to close by the third quarter of
2003.
NOTE 3 -- CASH AND DUE FROM BANKS
Premier Bank is required to maintain certain daily average reserve balances
in accordance with Federal Reserve Board (FRB) requirements. The FRB reserve
requirement was $14,183,000 and $3,002,000 at December 31, 2002 and 2001,
respectively. In addition, Premier Bank was required to maintain $346,000 in
cash reserves at its correspondent bank at both December 31, 2002 and 2001.
54
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 4 -- INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities at
December 31, 2002 and 2001 were as follows.
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAIN (LOSS) FAIR VALUE
--------- ---------- ---------- ----------
(IN THOUSANDS)
DECEMBER 31, 2002
-------------------------------------------
HELD TO MATURITY:
Other debt securities...................... $ 500 $ -- $ -- $ 500
-------- ------ ------- --------
Total investment securities held to
maturity................................. $ 500 $ -- $ -- $ 500
======== ====== ======= ========
AVAILABLE FOR SALE:
Mortgage-backed securities................. $110,527 $1,372 $ (93) $111,806
Municipal securities....................... 11,214 154 -- 11,368
Equity securities.......................... 3,969 -- -- 3,969
Corporate bonds............................ 71,785 718 (2,115) 70,388
Mutual funds............................... 5,000 -- -- 5,000
Other debt securities...................... 110 -- -- 110
-------- ------ ------- --------
Total investment securities available for
sale..................................... $202,605 $2,244 $(2,208) $202,641
======== ====== ======= ========
DECEMBER 31, 2001
-------------------------------------------
HELD TO MATURITY:
Other debt securities...................... $ 500 $ -- $ -- $ 500
-------- ------ ------- --------
Total investment securities held to
maturity................................. $ 500 $ -- $ -- $ 500
======== ====== ======= ========
AVAILABLE FOR SALE:
Mortgage-backed securities................. $ 43,286 $ 220 $ (141) $ 43,365
Municipal securities....................... 20,796 3 (768) 20,031
Equity securities.......................... 2,023 -- -- 2,023
Corporate bonds............................ 36,184 -- (3,862) 32,322
Other debt securities...................... 110 -- -- 110
-------- ------ ------- --------
Total investment securities available for
sale..................................... $102,399 $ 223 $(4,771) $ 97,851
======== ====== ======= ========
Premier Bank pledged $28,553,000 and $20,866,000 in investment securities
as collateral for customer repurchase agreements at December 31, 2002 and 2001,
respectively.
The amortized cost and estimated fair value of investment securities AFS
and HTM by contractual maturity at December 31, 2002 are shown in the following
table.
INVESTMENT SECURITIES INVESTMENT SECURITIES
HELD TO MATURITY AVAILABLE FOR SALE
---------------------- ----------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST FAIR VALUE COST FAIR VALUE
--------- ---------- --------- ----------
(IN THOUSANDS)
Due in one year or less..................... $ -- $ -- $ 21,720 $ 22,441
Due after one year through five years....... -- -- 66,967 67,857
Due after five years through ten years...... 500 500 23,399 23,546
Due after 10 years.......................... -- -- 90,519 88,797
---- ---- -------- --------
Total....................................... $500 $500 $202,605 $202,641
==== ==== ======== ========
55
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
penalties.
Proceeds from sales of investment securities available for sale are as
follows.
2002 2001 2000
------- ------- ------
(IN THOUSANDS)
Proceeds................................................. $66,536 $29,569 $5,474
Gross gains.............................................. 659 62 7
Gross losses............................................. 556 49 4
NOTE 5 -- LOANS
Loan categories and their respective balances are as follows.
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
Real estate -- farmland..................................... $ 194 $ 214
Real estate -- construction................................. 10,574 15,911
Real estate -- residential.................................. 32,446 30,188
Real estate -- multifamily.................................. 19,350 15,011
Real estate -- commercial................................... 253,357 208,412
Commercial.................................................. 44,387 45,238
Consumer.................................................... 1,187 1,092
-------- --------
Total loans................................................. 361,495 316,066
Deferred loan fees.......................................... (1,668) (1,373)
Allowance for loan losses................................... (4,229) (3,817)
-------- --------
Total loans, net............................................ $355,598 $310,876
======== ========
Premier Bank generally lends in the Greater Delaware and Lehigh Valleys of
Pennsylvania and New Jersey with a majority of its borrowers located in
communities surrounding its branch offices. Most loans are collateralized in
part by real estate. Accordingly, lending activities could be affected by
changes in the general economy, the regional economy or real estate values.
Non-accrual and impaired loans are one and the same at both December 31,
2002 and 2001. Non-accrual/impaired loans were $4,849,000 and $2,687,000 at
December 31, 2002 and 2001, respectively. The average recorded investment in
non-accrual/impaired loans was $5,332,000 and $458,000 for the year ended
December 31, 2002 and 2001, respectively.
Interest income recognized on non-accrual/impaired loans was $123,000 and
$51,000 for the year ended December 31, 2002 and 2001, respectively. Foregone
interest on non-accrual/impaired loans was $349,000 and $43,000 for the year
ended December 31, 2002 and 2001, respectively.
Potential problem loans are those loans believed to require increased
supervision and review and may, depending on the economic environment and other
factors, become non-performing assets in future periods. Potential problem loans
totaled $156,000 and $2,356,000 at December 31, 2002 and 2001, respectively.
Most of these loans are secured by real estate.
56
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 6 -- ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses is shown below.
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
(IN THOUSANDS)
Balance at beginning of year............................... $3,817 $3,032 $2,511
Charge-offs................................................ (458) (33) (7)
Provision for loan losses.................................. 870 818 528
------ ------ ------
Balance at end of year..................................... $4,229 $3,817 $3,032
====== ====== ======
NOTE 7 -- PREMISES AND EQUIPMENT
Premises and equipment, stated at cost less accumulated depreciation and
amortization, are summarized below.
DECEMBER 31,
-----------------
2002 2001
------- -------
(IN THOUSANDS)
Building.................................................... $ 2,465 $ 2,464
Land........................................................ 1,061 1,061
Leasehold improvements...................................... 414 382
Furniture, fixtures and equipment........................... 2,363 2,087
------- -------
Cost........................................................ 6,303 5,994
Accumulated depreciation and amortization................... (1,871) (1,396)
------- -------
Carrying value.............................................. $ 4,432 $ 4,598
======= =======
Depreciation and amortization expenses on premises and equipment were
$480,000 and $515,000 for the year ended December 31, 2002 and 2001,
respectively.
At December 31, 2002 and 2001 both the Bensalem branch and the Southampton
branch and operations center were leased. In addition, the land occupied by the
Montgomeryville branch was also leased. The lease on the Southampton operations
center expired in February 2003. The bank subsequently renewed the Southampton
operations center lease for twelve months expiring February 2004. All other
leases include options for renewal.
57
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Required minimum annual rentals due on non-cancelable leases expiring after
one year were approximately $2,861,000 in the aggregate at December 31, 2002.
Future minimum payments under these leases are as follows
FUTURE
MINIMUM
PAYMENTS
--------------
(IN THOUSANDS)
2003........................................................ $ 220
2004........................................................ 221
2005........................................................ 225
2006........................................................ 234
2007........................................................ 234
2008 and thereafter......................................... 1,727
------
$2,861
======
NOTE 8 -- DEPOSITS
Deposit categories and their respective balances and weighted average
interest rates are as follows.
DECEMBER 31,
---------------------------------------------------------------------
2002 2001
--------------------------------- ---------------------------------
WEIGHTED WEIGHTED
AVERAGE % OF AVERAGE % OF
INTEREST RATE AMOUNT TOTAL INTEREST RATE AMOUNT TOTAL
------------- -------- ------ ------------- -------- ------
(DOLLARS IN THOUSANDS)
Interest checking........ 1.68% $157,691 34.54% 2.69% $ 58,826 16.42%
Money market............. 1.97% 18,611 4.08% 2.32% 16,997 4.74%
Savings.................. 1.84% 58,182 12.75% 2.25% 44,059 12.30%
Time..................... 3.69% 189,115 41.43% 5.31% 208,057 58.07%
---- -------- ------ ---- -------- ------
Total interest-bearing
deposits............ 2.61% 423,599 92.80% 4.27% 327,939 91.53%
==== ====
Non-interest-bearing
deposits............... 32,887 7.20% 30,343 8.47%
-------- ------ -------- ------
Total deposits........... $456,486 100.00% $358,282 100.00%
======== ====== ======== ======
Time deposits as of December 31, 2002 mature as follows.
AMOUNTS AMOUNTS
$100,000 LESS THAN
OR GREATER $100,000 TOTAL
---------- --------- --------
(IN THOUSANDS)
2003.................................................. $23,203 $ 64,090 $ 87,293
2004.................................................. 8,307 36,636 44,943
2005.................................................. 3,908 15,509 19,417
2006.................................................. 11,082 14,517 25,599
2007.................................................. 6,294 5,569 11,863
2008 and thereafter................................... -- -- --
------- -------- --------
$52,794 $136,321 $189,115
======= ======== ========
58
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Interest expense on deposits is as follows.
FOR THE YEAR ENDED
DECEMBER 31,
---------------------------
2002 2001 2000
------- ------- -------
(IN THOUSANDS)
Interest checking....................................... $ 3,179 $ 809 $ 560
Money market............................................ 383 624 329
Savings................................................. 1,104 1,294 1,666
Time.................................................... 8,132 12,093 10,299
------- ------- -------
Total interest expense on deposits...................... $12,798 $14,820 $12,854
======= ======= =======
NOTE 9 -- BORROWINGS
At December 31, 2002 and 2001, short-term borrowings were comprised
entirely of overnight borrowings from customers. At December 31, 2000,
short-term borrowings included $785,000 in overnight federal funds purchased and
$13,619,000 in overnight borrowings from customers.
At December 31, 2002, $30,000,000 of the total long-term FHLB borrowings is
fixed rate and matures in 2008. The remaining $30,000,000 is convertible debt
that may change from a fixed rate to a variable rate depending on the LIBOR
index. This convertible debt matures in 2012. Long-term FHLB borrowings at
December 31, 2001 are fixed rate and mature in 2008.
All borrowings from the FHLB are secured by a blanket lien against all of
Premier Bank's assets. In addition, the FHLB's collateral policies require
borrowers who exceed certain borrowing levels to deliver certain investment
securities to them as collateral. Under this policy, Premier Bank was not
required to deliver investment securities as collateral to the FHLB at December
31, 2002 or 2001. Customer repurchase agreements are collateralized by
investment securities in an amount equal to or exceeding such borrowings.
Premier Bank controls investment securities pledged as collateral for customer
repurchase agreements.
At December 31, 2002 and 2001, Premier Bank had a $6,000,000 unsecured
federal funds line of credit with its correspondent bank. Premier Bank's
borrowing limit with the FHLB was $148,199,000 and $74,898,000 at December 31,
2002 and 2001, respectively. At December 31, 2002, Premier Bank had unused
borrowing capacity of $6,000,000 and $76,899,000 with its correspondent bank and
the FHLB, respectively. The bank's unused borrowing capacity with the FHLB
reflects reductions for $60,000,000 in FHLB borrowings outstanding and
$11,300,000 in letters of credit at December 31, 2002. The letters of credit
issued by the FHLB guarantee the principal amounts of certain Index Powered(SM)
Certificates of
59
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Deposit in excess of FDIC insured levels. At December 31, 2001, Premier Bank had
unused borrowing capacity of $6,000,000 and $37,798,000 with its correspondent
bank and the FHLB, respectively.
MAXIMUM
AMOUNT AVERAGE
TOTAL WEIGHTED OUTSTANDING AMOUNT AVERAGE
BALANCE AVERAGE AT MONTH END OUTSTANDING INTEREST RATE
END OF YEAR RATE DURING THE YEAR DURING THE YEAR DURING THE YEAR
----------- -------- --------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
DECEMBER 31, 2002
-----------------------------------
Short-term borrowings.............. $20,067 0.25% $29,035 $19,553 0.69%
Long-term FHLB borrowings.......... 60,000 4.75% 60,000 40,356 5.35%
------- ---- ------- ----
$80,067 3.62% $59,909 3.83%
======= ==== ======= ====
DECEMBER 31, 2001
-----------------------------------
Short-term borrowings.............. $19,605 0.75% $25,692 $18,894 2.91%
Long-term FHLB borrowings.......... 30,000 5.85% 30,000 19,288 5.93%
------- ---- ------- ----
$49,605 3.83% $38,182 4.43%
======= ==== ======= ====
DECEMBER 31, 2000
-----------------------------------
Short-term borrowings.............. $14,404 5.59% $58,807 $38,193 6.05%
======= ==== ======= ====
NOTE 10 -- SUBORDINATED DEBT
At December 31, 2002 and 2001, Premier Bank had subordinated debt of
$1,500,000 and $3,500,000, respectively.
At December 31, 2002, subordinated debt consisted of one variable rate note
issued on January 9, 1997. This note adjusts annually in January based on the 1
year Treasury index plus 240 basis points. Interest is payable monthly for the
first 10 years. Principal and interest payments begin in year 11 with full
amortization by maturity. This debt is unsecured and requires regulatory
approval for prepayment.
At December 31, 2001, subordinated debt consisted of two notes. In addition
to the aforementioned January 1997 issue in the amount of $1,500,000, the bank
had an additional $2,000,000 in variable rate debt outstanding. This $2,000,000
note was issued on December 31, 2001 and repaid on October 11, 2002.
AMOUNT AT DECEMBER 31, INTEREST RATE AT DECEMBER 31,
----------------------- ------------------------------
ISSUE DATE MATURITY DATE 2002 2001 2002 2001 2000
---------- ------------- ---------- ---------- -------- -------- --------
1/9/1997.............. 1/12/2012 $1,500,000 $1,500,000 4.64% 7.29% 8.49%
12/31/2001............ 12/31/2016 -- 2,000,000 -- 6.15% --
---------- ----------
Total................................ $1,500,000 $3,500,000
========== ==========
NOTE 11 -- DERIVATIVE INSTRUMENTS
PBI and its subsidiaries have limited involvement with derivative financial
instruments and currently use them only in relation to Premier Bank's Index
Powered(SM) Certificate of Deposit (IPCD) product. The IPCD, which was
introduced in the first quarter of 2001, contains an embedded derivative feature
that provides a potential return to the depositor based on a formula that is
dependent on the return of the Standard & Poor's 500(R) Index. This innovative
deposit product allows the customer to receive a return that is based on an
equity market index in place of a stated interest rate but, like other
traditional certificates of deposit, is insured by the FDIC to the extent
provided by law.
60
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Premier Bank entered into derivative contracts with the FHLB in order to
offset the risks associated with the variable cost of the IPCD. Under the terms
of these derivative contracts, Premier Bank will receive an amount equal to the
amount to be paid to the IPCD depositor, in exchange for a periodic payment
stream expressed as a rate of interest.
The notional amount of derivative contracts was $16,575,000 and $10,905,000
at December 31, 2002 and 2001, respectively. The fair value of derivatives is
included in "Other liabilities" and approximated $2,608,000 and $2,055,000 at
December 31, 2002 and 2001, respectively. PBI recorded $224,000 and $158,000 in
other expense for net changes in the fair market value of derivatives for the
year ended December 31, 2002 and 2001, respectively. The fair value adjustments
are due to changes in prevailing interest rates and the resulting valuation of
future payments due to the FHLB. These valuation adjustments will cumulatively
net to zero at the maturity of the contracts.
NOTE 12 -- EARNINGS PER COMMON SHARE
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per common share calculations.
NET INCOME WEIGHTED AVERAGE
APPLICABLE TO NUMBER OF PER COMMON
FOR THE YEAR ENDED DECEMBER 31, 2002 COMMON SHAREHOLDERS COMMON SHARES SHARE AMOUNT
------------------------------------ ------------------- ---------------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Basic earnings per common share....... $4,246 3,365,467 $ 1.26
Effect of dilutive common stock
options............................. -- 128,249 (0.04)
------ --------- ------
Earnings per diluted common share..... $4,246 3,493,716 $ 1.22
====== ========= ======
NET INCOME WEIGHTED AVERAGE
APPLICABLE TO NUMBER OF PER COMMON
FOR THE YEAR ENDED DECEMBER 31, 2001 COMMON SHAREHOLDERS COMMON SHARES SHARE AMOUNT
------------------------------------ ------------------- ---------------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Basic earnings per common share....... $2,534 3,212,537 $ 0.79
Effect of dilutive common stock
options............................. -- 229,832 (0.05)
------ --------- ------
Earnings per diluted common share..... $2,534 3,442,369 $ 0.74
====== ========= ======
NET INCOME WEIGHTED AVERAGE
APPLICABLE TO NUMBER OF PER COMMON
FOR THE YEAR ENDED DECEMBER 31, 2000 COMMON SHAREHOLDERS COMMON SHARES SHARE AMOUNT
------------------------------------ ------------------- ---------------- ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Basic earnings per common share....... $2,061 3,097,450 $ 0.67
Effect of dilutive common stock
options............................. -- 325,382 (0.07)
------ --------- ------
Earnings per diluted common share..... $2,061 3,422,832 $ 0.60
====== ========= ======
Basic earnings per common share is calculated using the weighted average
number of common shares outstanding after giving retroactive effect to the 5%
common stock dividend declared on February 17, 2000. Options to purchase
303,748, 539,023, and 700,325 shares of common stock were outstanding at
December 31, 2002, 2001, and 2000, respectively. Options, to the extent
dilutive, were included in the computation of earnings per diluted common share
for each respective period. Options to purchase 51,998 shares of common stock
were anti-dilutive and excluded from the calculations of earnings per diluted
common share for the first and second quarter of 2002. There were no
anti-dilutive options for the third and fourth quarter of 2002. Options to
purchase 51,998 and 48,581 shares of common stock were anti-dilutive for the
entire year of 2001 and 2000, respectively.
61
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 13 -- INCOME TAXES
The components of the provision for income taxes are as follows.
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------
2002 2001 2000
------ ------ -----
(IN THOUSANDS)
Current tax expense......................................... $2,123 $1,192 $ 863
Deferred income tax benefit................................. (194) (329) (188)
------ ------ -----
Income tax expense.......................................... $1,929 $ 863 $ 675
====== ====== =====
The tax effects of temporary differences that represent the significant
portion of deferred tax assets and liabilities are as follows.
FOR THE YEAR ENDED
DECEMBER 31,
-------------------
2002 2001
-------- --------
(IN THOUSANDS)
DEFERRED TAX ASSETS:
Unrealized net loss on investment securities available for
sale................................................... $ -- $1,547
Allowance for loan loss................................... 1,438 1,298
Non-accrued interest...................................... 124 27
Depreciation.............................................. -- 13
Other..................................................... 43 26
------ ------
Total deferred tax assets................................... 1,605 2,911
DEFERRED TAX LIABILITIES:
Unrealized net gain on investment securities available for
sale................................................... (12) --
Depreciation.............................................. (71) --
Tax bad debt reserve...................................... -- (24)
------ ------
Total deferred tax liabilities.............................. (83) (24)
------ ------
Net deferred tax assets..................................... $1,522 $2,887
====== ======
The realizability of deferred tax assets is dependent upon a variety of
factors, including the generation of future taxable income, the existence of
taxes paid and recoverable, the reversal of deferred tax liabilities and tax
planning strategies. Based upon these and other factors, it is believed more
likely than not that the benefits of these deferred tax assets will be realized.
A reconciliation of income tax expense in the accompanying statements of
operations with the amount computed by applying the statutory federal income tax
rate to earnings before income taxes is as follows.
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------
2002 2001 2000
------ ------ -----
(IN THOUSANDS)
Tax expense at 34% rate..................................... $2,259 $1,155 $ 930
Interest from tax exempt loans and investments.............. (346) (305) (268)
Other, net.................................................. 16 13 13
------ ------ -----
Income tax expense.......................................... $1,929 $ 863 $ 675
====== ====== =====
62
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 14 -- EMPLOYEE BENEFIT PLANS
Premier Bank maintains a defined contribution savings plan covering
substantially all employees. The plan allows eligible employees to make
contributions by salary reduction pursuant to the provisions of 401(k) of the
Internal Revenue Code. Approximately $102,000, $88,000 and $81,000 in
discretionary matching 401(k) contributions were expensed during the year ended
December 31, 2002, 2001 and 2000, respectively.
NOTE 15 -- STOCK OPTION PLAN
The number of options and strike prices in the following discussion are
provided after incorporating a retroactive adjustment due to the 5% common stock
dividend declared on February 17, 2000 and paid on March 10, 2000. In connection
with the bank's initial stock offering in 1992, 486,497 options to purchase
common stock at a price of $2.89 per share were issued to certain incorporators,
directors, officers and institutional investors. At December 31, 2002 there were
no such options outstanding compared to 234,488 of such options outstanding at
December 31, 2001.
In addition, a stock option program was adopted in 1995 whereby up to
315,000 options may be granted to employees or directors based on a
discretionary incentive program. The exercise price of options granted under
this program will be at the fair value of common stock as of the grant date.
Options expire ten years from the date of grant. Options granted under this
program, with the exception of 85,050 options granted in 1997, were vested
immediately. The 85,050 options granted in 1997 were fully vested in 2001. A
total of 306,674 options were granted under this program as of December 31, 2002
and 2001. There were 303,748 and 304,535 of such options outstanding at December
31, 2002 and 2001, respectively.
A summary of stock option activity for the year ended December 31, 2002,
2001 and 2000 is as follows. There were no stock options granted for the year
ended December 31, 2002.
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
2002 2001 2000
------------------------- ------------------------- ------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
-------- -------------- -------- -------------- ------- --------------
Outstanding at beginning of
year.......................... 539,023 $4.63 700,325 $4.22 688,326 $ 3.72
Granted......................... -- -- 2,600 6.25 38,333 12.26
Exercised....................... (235,275) 2.89 (163,902) 2.89 (26,334) 2.89
-------- ----- -------- ----- ------- ------
Outstanding at end of year...... 303,748 $5.98 539,023 $4.63 700,325 $ 4.22
======== ===== ======== ===== ======= ======
Options exercisable at end of
year.......................... 303,748 539,023 666,305
63
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following summarizes information about stock options at December 31,
2002 and 2001. All options outstanding at December 31, 2002 and 2001 were
exercisable.
DECEMBER 31, 2002
----------------------------------------------------------------------------------------------
OPTIONS OUTSTANDING
----------------------------------------------------------------------------------------------
WEIGHTED AVERAGE
REMAINING
NUMBER CONTRACTUAL LIFE WEIGHTED-AVERAGE
RANGE OF EXERCISE PRICES OUTSTANDING (IN YEARS) EXERCISE PRICE
------------------------ ----------- ---------------- ----------------
3.50............................... 12,061 3.00 3.50
4.76............................... 221,156 4.00 4.76
5.71............................... 15,933 5.00 5.71
6.25............................... 2,600 8.00 6.25
10.48............................... 13,665 6.00 10.48
12.26............................... 38,333 7.00 12.26
------- ---- ------
$3.50 to $12.26.......................... 303,748 4.52 $ 5.98
======= ==== ======
DECEMBER 31, 2001
----------------------------------------------------------------------------------------------
OPTIONS OUTSTANDING
----------------------------------------------------------------------------------------------
WEIGHTED AVERAGE
REMAINING
NUMBER CONTRACTUAL LIFE WEIGHTED-AVERAGE
RANGE OF EXERCISE PRICES OUTSTANDING (IN YEARS) EXERCISE PRICE
------------------------ ----------- ---------------- ----------------
$2.89............................... 234,488 0.33 $ 2.89
3.50............................... 12,502 4.00 3.50
4.76............................... 221,502 5.00 4.76
5.71............................... 15,933 6.00 5.71
6.25............................... 2,600 9.00 6.25
10.48............................... 13,665 7.00 10.48
12.26............................... 38,333 8.00 12.26
------- ---- ------
$2.89 to $12.26.......................... 539,023 3.26 $ 4.63
======= ==== ======
In December 2002, the FASB issued Statement No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure. This statement amends
FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
Statement amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The requirements of Statement No. 148 are
effective for fiscal years ending after December 15, 2002, except for financial
reports containing condensed financial statements for interim periods. PBI
continues to account for stock-based compensation under APB No. 25. The
pro-forma disclosures required by APB No. 25 are provided in Note 1 to the
Consolidated Financial Statements.
The fair value of each option granted using the Black Scholes option
pricing model was $3.36 in 2001 and $7.50 in 2000. Significant assumptions used
in the model for 2001 and 2000 grants include: a weighted average risk-free rate
of return of 5.25% in both 2001 and 2000; volatility of 35% in both 2001 and
2000; ten year expected option life for both 2001 and 2000; and no dividends for
2001 and 2000. Had the grant date fair value provisions of Statement No. 123
been adopted, PBI would have recognized additional
64
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
compensation expense of $121,000 and $371,000 in 2001 and 2000, respectively.
There were no options granted in 2002.
NOTE 16 -- COMMITMENTS AND CONTINGENCIES
Premier Bank is a party to financial instruments with off-balance sheet
risk in the normal course of business. These financial instruments include
commitments to extend credit and stand-by letters of credit to meet the
financing needs of its customers. These instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized in
the consolidated balance sheets. The contract or notional amounts of those
instruments reflect Premier Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument.
Financial instruments whose contract amounts represent credit risk at
December 31, 2002 and 2001 were as follows.
CONTRACT OR
NOTIONAL AMOUNT
-----------------
DECEMBER 31,
-----------------
2002 2001
------- -------
(IN THOUSANDS)
Commitments to extend credit................................ $45,068 $42,397
Stand-by letters of credit.................................. $ 2,631 $ 3,242
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract. Premier
Bank evaluates each customer's creditworthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary upon extension of credit, is
based on management's credit evaluation of the customer. Collateral held varies
but may include inventory, property, plant and equipment and income producing
commercial properties. The commitments at December 31, 2002 and 2001 were
principally to originate commercial loans and other loans secured by real
estate. At December 31, 2002, fixed and adjustable/variable rate commitments
totaled $11,113,000 and $33,955,000, respectively. At December 31, 2001, fixed
and adjustable/variable rate commitments totaled $7,857,000 and $34,540,000,
respectively.
Premier Bank issues stand-by letters of credit to guarantee the performance
of a customer to a third party. Most guarantees extend for one year or less. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers.
The amount of collateral received on loan commitments and on stand-by
letters of credit is dependent upon the individual transaction and the
creditworthiness of the customer.
CONCENTRATIONS OF CREDIT RISK
Premier Bank generally lends in the Greater Delaware and Lehigh Valleys of
Pennsylvania and New Jersey with a majority of its borrowers located in
communities surrounding its branches. The majority of the loan portfolio is
secured by residential and commercial real estate. Accordingly, the primary
concentration of credit risk is related to the real estate market in these
areas. The ultimate collectibility of loans is susceptible to changes in local
market conditions, and therefore, dependent upon the local economic environment.
In addition, loan concentrations are also considered to exist when there are
amounts loaned or committed to be loaned to a multiple number of borrowers
engaged in similar activities which would cause their ability to meet
contractual obligations to be similarly impacted by economic or other
conditions. The loan portfolio contains many borrowers who are employed in the
medical professions, restaurant and lodging industry and real estate business.
65
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Premier Bank's investment portfolio has a concentration in trust preferred
securities issued by other financial institutions, which are classified as
corporate bonds. The amount of such trust preferred securities totaled
$43,723,000 or 22% and $32,322,000 or 33% of the investment portfolio at
December 31, 2002 and 2001, respectively.
LEGAL PROCEEDINGS
At December 31, 2002 and 2001, there were no known material legal
proceedings pending against PBI, its subsidiaries or its property. In addition,
no material proceedings are known to be contemplated by governmental authorities
against PBI, its subsidiaries or its property.
NOTE 17 -- RELATED PARTY TRANSACTIONS
As a matter of policy, Premier Bank does not extend credit to employees,
officers or directors.
Premier Bank incurred $111,000 and $115,000 in expenses for management and
financial consulting services rendered by the Chairman of the Board of Directors
during the year ended December 31, 200l and 2000, respectively. On January 1,
2002, the Chairman of the Board of Directors became an employee of the bank.
NOTE 18 -- DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
PBI is required to disclose the estimated fair values of financial
instruments, whether or not recognized in the consolidated balance sheet. For
PBI, as for most financial institutions, substantially all of its assets and
liabilities are considered financial instruments.
Estimates of fair value are made at a specific point in time, based upon,
where available, relevant market prices and information about the financial
instrument. Such estimates do not include any premium or discount that could
result from offering for sale at one time the entire holdings of a particular
financial instrument. For a substantial portion of financial instruments, no
quoted market exists. Therefore, estimates of fair value are necessarily based
on a number of significant assumptions regarding the amount and timing of
estimated future cash flows, which are discounted to reflect varying degrees of
risk. Given the uncertainties surrounding these assumptions, the reported fair
values may not represent actual values of financial instruments that could have
been realized as of each date presented or that will be realized in the future.
Use of different assumptions or methodologies is likely to result in
significantly different fair value estimates.
The fair value of non-interest-bearing demand deposits, interest checking
accounts, money market accounts and savings accounts is assumed equal to the
carrying amount. This approach to estimating fair value excludes the significant
benefit that results from the low-cost funding provided by such deposit
liabilities, as compared to alternative sources of funding. As a consequence,
the values below distort the actual fair value of a banking organization that is
a going concern.
66
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The estimated fair values and carrying amounts of financial assets and
liabilities are summarized as follows.
DECEMBER 31, 2002 DECEMBER 31, 2001
--------------------- ---------------------
ESTIMATED CARRYING ESTIMATED CARRYING
FAIR VALUE AMOUNT FAIR VALUE AMOUNT
---------- -------- ---------- --------
(IN THOUSANDS)
FINANCIAL ASSETS:
Cash and due from banks.................... $ 23,027 $ 23,027 $ 14,383 $ 14,383
Short-term investments..................... 10,530 10,530 14,137 14,137
Interest-bearing deposits.................. 4,486 4,486 1,084 1,084
Investment securities:
Held to maturity......................... 500 500 500 500
Available for sale....................... 202,641 202,641 97,851 97,851
Loans held for sale........................ 1,928 1,928 127 127
Loans receivable, net...................... 380,542 355,598 335,966 310,876
Accrued interest receivable................ 3,528 3,528 2,939 2,939
FINANCIAL LIABILITIES:
Deposits with no stated maturities......... $267,371 $267,371 $150,225 $150,225
Deposits with stated maturities............ 194,202 189,115 210,554 208,057
Borrowings................................. 86,347 80,067 50,120 49,605
Accrued interest payable................... 2,709 2,709 4,554 4,554
Subordinated debt.......................... 1,500 1,500 3,505 3,500
Derivative instruments..................... 2,608 2,608 2,055 2,055
The following methods and assumptions were used to estimate the fair value
of each major classification of financial instruments at December 31, 2002 and
2001.
Cash and due from banks, short-term investments and interest-bearing
deposits: Current carrying amounts approximate estimated fair values.
Investment securities: Current quoted market prices were used to
estimate fair value.
Net loans and loans held for sale: Fair values were estimated using
the present value of the estimated cash flows, using interest rates
currently being offered for loans with similar terms to borrowers of
similar credit quality.
Accrued interest receivable and accrued interest payable: Current
carrying amounts approximate estimated fair values.
Deposit liabilities: The fair value of deposits with no stated
maturity (i.e., demand deposits, interest checking accounts, money market
accounts and savings accounts) are by definition, equal to the amount
payable on demand at the reporting date (i.e., their carrying amounts).
Deposits with a stated maturity (time deposits), excluding IPCD's, have
been valued using the present value of cash flows discounted at rates
approximating the current market for similar deposits. The fair value of
IPCD's was reported at face value net of the estimated fair value of
embedded derivatives. Premier Bank obtains estimated fair values of
embedded derivatives from a third party financial institution.
Borrowings: Borrowings have been valued using the present value of
cash flows discounted at rates approximating the current market for similar
liabilities.
67
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Subordinated debt: Fair values were estimated using the present value
of the estimated cash flows using interest rates currently being offered
for similar liabilities.
Derivative instruments: Derivative instruments are used only in
relation to Premier Bank's Index Powered(SM) Certificate of Deposit
product. These derivatives are carried at fair value in accordance with
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended. Premier Bank obtains estimated fair values from a
third party financial institution.
Off-balance-sheet instruments: Off-balance-sheet instruments are
primarily comprised of loan commitments that are generally priced at market
at the time of funding. Fees on commitments to extend credit and stand-by
letters of credit are deemed to be immaterial and these instruments are
expected to be settled at face value or expire unused. It is impractical to
assign any fair value to these instruments. At December 31, 2002 and 2001,
loan commitments were $45,068,000 and $42,397,000, respectively. Stand-by
letters of credit were $2,631,000 and $3,242,000 at December 31, 2002 and
2001, respectively.
NOTE 19 -- PARENT COMPANY FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS
DECEMBER 31,
-----------------
2002 2001
------- -------
(IN THOUSANDS)
ASSETS:
Cash on deposit with subsidiary bank........................ $17,629 $ 91
Investment securities available for sale.................... 2,060 --
Investment in subsidiaries.................................. 43,854 29,562
Deferred issuance costs on capital securities............... 818 424
Accrued interest receivable................................. 46 10
Other....................................................... 323 243
------- -------
Total assets........................................... $64,730 $30,330
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY:
Borrowings from subsidiaries................................ $25,774 $10,310
Accrued interest payable.................................... 472 334
Other....................................................... 48 77
------- -------
Total liabilities...................................... 26,294 10,721
SHAREHOLDERS' EQUITY:
Preferred stock............................................. 12,345 --
Common stock................................................ 1,139 1,070
Additional paid-in capital.................................. 12,545 12,085
Retained earnings........................................... 13,701 9,455
Treasury stock.............................................. (1,318) --
Accumulated other comprehensive gain (loss), net............ 24 (3,001)
------- -------
Total shareholders' equity............................. 38,436 19,609
------- -------
Total liabilities and shareholders' equity.................. $64,730 $30,330
======= =======
68
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
2002 2001 2000
------ ------ ------
(IN THOUSANDS)
Interest income on investment securities available for
sale...................................................... $ 25 $ 88 $ 145
Interest income on capital securities of subsidiaries....... 33 27 27
Equity in undistributed income of subsidiaries.............. 5,663 3,556 3,072
Dividend income from subsidiary bank........................ 442 -- --
------ ------ ------
Total income................................................ 6,163 3,671 3,244
------ ------ ------
Interest expense on borrowings from subsidiaries............ 1,115 884 884
Other expense............................................... 334 253 299
------ ------ ------
Total expense............................................... 1,449 1,137 1,183
------ ------ ------
Income before taxes......................................... 4,714 2,534 2,061
Income tax expense.......................................... -- -- --
------ ------ ------
Net income.................................................. $4,714 $2,534 $2,061
====== ====== ======
Less: Preferred stock dividends............................. $ (468) $ -- $ --
------ ------ ------
Net income applicable to common shareholders................ $4,246 $2,534 $2,061
====== ====== ======
69
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2002 2001 2000
--------- --------- ---------
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 4,714 $ 2,534 $ 2,061
Deduct items not affecting cash flows:
Equity in undistributed income of subsidiaries............ (5,663) (3,556) (3,072)
Amortization of deferred issuance costs on capital
securities............................................. 18 16 16
Amortization of premiums on investment securities
available for sale..................................... 2 -- --
Increase in accrued interest receivable................... (36) (20) (22)
(Increase) decrease in other assets....................... (414) (5) 23
Increase in accrued interest payable...................... 138 -- --
(Decrease) increase in other liabilities.................. (47) (27) 36
------- ------- -------
Net cash used in operating activities....................... (1,288) (1,058) (958)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities available for sale........ (2,009) -- --
Capital investment in subsidiaries.......................... (5,639) (500) --
------- ------- -------
Net cash used in investing activities....................... (7,648) (500) --
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of preferred stock............... 12,345 -- --
Borrowings from subsidiaries................................ 15,464 -- --
Proceeds from exercised common stock options................ 451 290 76
Purchases of treasury stock................................. (1,318) -- --
Payment of preferred stock dividends........................ (468) -- --
------- ------- -------
Net cash provided by financing activities................... 26,474 290 76
------- ------- -------
Net increase (decrease) in cash and cash equivalents........ 17,538 (1,268) (882)
Cash and cash equivalents at beginning of year.............. 91 1,359 2,241
------- ------- -------
Cash and cash equivalents at end of year.................... $17,629 $ 91 $ 1,359
======= ======= =======
NOTE 20 -- REGULATORY RESTRICTIONS
PBI and Premier Bank are subject to various regulatory capital requirements
of federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and possibly additional discretionary actions by
regulators that if undertaken, could have a direct material effect on PBI's and
Premier Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, specific capital guidelines
that involve quantitative measures of assets, liabilities, and certain
off-balance sheet items as calculated under accounting practices, must be met.
Capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors.
PBI and Premier Bank must maintain certain minimum capital amounts and
ratios to be considered adequately capitalized as set forth in the table below.
Management believes that PBI and Premier Bank
70
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
met all relevant capital adequacy requirements at December 31, 2002 and 2001.
Management also believes that PBI and Premier Bank were "well capitalized" at
December 31, 2002 and 2001 under the regulatory framework for prompt corrective
action provisions of Section 38 of the Federal Deposit Insurance Act.
To be categorized as "well capitalized", PBI and Premier Bank must maintain
the minimum ratios listed in the table below. Capital amounts and ratios are
presented in the following table.
REQUIRED TO BE
"ADEQUATELY REQUIRED TO BE
ACTUAL CAPITALIZED" "WELL CAPITALIZED"
--------------- --------------- ---------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------- ----- ------- ----- ---------- --------
(DOLLARS IN THOUSANDS)
DECEMBER 31, 2002
------------------------------------------
Total capital to risk-weighted assets
Premier Bancorp, Inc. .................. $69,141 14.99% $36,910 8.00% $46,138 10.00%
Premier Bank............................ 48,819 10.65% 36,681 8.00% 45,851 10.00%
Tier 1 capital to risk-weighted assets
Premier Bancorp, Inc. .................. 48,412 10.49% 18,455 4.00% 27,683 6.00%
Premier Bank............................ 43,090 9.40% 18,341 4.00% 27,511 6.00%
Tier 1 capital to average assets
Premier Bancorp, Inc. .................. 48,412 8.05% 24,071 4.00% 30,089 5.00%
Premier Bank............................ 43,090 7.19% 23,970 4.00% 29,962 5.00%
DECEMBER 31, 2001
------------------------------------------
Total capital to risk-weighted assets
Premier Bancorp, Inc. .................. $39,927 10.62% $30,078 8.00% $37,598 10.00%
Premier Bank............................ 39,569 10.54% 30,044 8.00% 37,555 10.00%
Tier 1 capital to risk-weighted assets
Premier Bancorp, Inc. .................. 30,147 8.02% 15,039 4.00% 22,559 6.00%
Premier Bank............................ 32,252 8.59% 15,022 4.00% 22,533 6.00%
Tier 1 capital to average assets
Premier Bancorp, Inc. .................. 30,147 6.83% 17,668 4.00% 22,085 5.00%
Premier Bank............................ 32,252 7.32% 17,630 4.00% 22,038 5.00%
NOTE 21 -- CAPITAL SECURITIES
PBI's capital securities totaled $25,000,000 and $10,000,000 at December
31, 2002 and 2001, respectively.
On September 26, 2002, PBI's subsidiary, Premier Capital Trust II, issued
$15,000,000 of variable rate corporate securities due November 7, 2032. The
trust is a Delaware statutory business trust. PBI is the sole owner of the
trust. The trust used the proceeds from the capital securities to acquire
$15,000,000 in variable rate junior subordinated deferrable interest debentures
issued by PBI. The interest rate on both the capital securities and junior
subordinated debentures is based on the 90-day LIBOR index plus 345 basis
points. At December 31, 2002 the interest rate was 5.27%. The junior
subordinated debentures are the sole assets of the trust and payments under the
junior subordinated debentures are the sole revenue of the trust.
On August 11, 1998, PBI's subsidiary, PBI Capital Trust, issued $10,000,000
of 8.57% capital securities due August 15, 2028.
71
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Capital securities are reported in the Consolidated Balance Sheets under
the caption "Corporation-obligated mandatorily redeemable capital securities of
subsidiary trust holding solely junior subordinated debentures of the
corporation." Interest payments on these securities are reported in the
Consolidated Statements of Operations under the caption "Minority interest in
expense of subsidiary." Proceeds from the capital securities provide PBI with
additional Tier 1 and Tier 2 capital as determined by regulatory guidelines.
NOTE 22 -- COMMON STOCK DIVIDEND
On February 17, 2000, PBI declared a 5% common stock dividend to
shareholders of record as of February 29, 2000 and paid on March 10, 2000. The
number of common shares and earnings per common share amounts were restated to
reflect this event as of the earliest date presented herein.
On February 13, 2003, PBI's board of directors approved a cash dividend of
$0.05 per share to common shareholders of record on March 21, 2003 and payable
on April 15, 2003.
NOTE 23 -- COMMON STOCK BUY-BACK PROGRAM
On July 11, 2002, PBI's board of directors approved a plan to purchase up
to 4.9% of its outstanding common stock in the open market or in privately
negotiated transactions.
On October 22, 2002, PBI's board of directors announced the termination of
its stock repurchase program after the repurchase of 109,858 shares at an
average price of $12.00 per share during the third quarter of 2002. These stock
repurchases are presented as "Treasury stock" in the Consolidated Balance
Sheets.
NOTE 24 -- PREFERRED STOCK
On June 19, 2002, PBI completed its public offering of 552,000 shares of
Series A 9.25% Non-Cumulative Perpetual Preferred Stock at $25.00 per share.
PBI's Series A Preferred Stock trades on the AMEX under the symbol PPA.Pr.A.
Dividends on the Series A Preferred Stock, if declared by the board of
directors, are payable quarterly. Preferred stock dividends were paid on July
31, 2002 and October 31, 2002.
NOTE 25 -- DIVIDEND POLICY
PBI's ability to pay dividends is dependent upon its ability to obtain
dividends from its subsidiaries, principally Premier Bank. PBI's future dividend
policy is subject to the discretion of its Board of Directors and will depend
upon a number of factors, including future earnings, financial conditions, cash
needs and general business conditions. Holders of common stock will be entitled
to receive dividends as and when declared by PBI's Board of Directors out of
funds legally available for that purpose.
The bank's ability to pay dividends is subject to the regulatory
restrictions set forth in the Pennsylvania Banking Code of 1965, the Federal
Reserve Act and the Federal Deposit Insurance Act. Under the Pennsylvania
Banking Code, the bank can declare and pay cash dividends only out of
accumulated undivided profits, which were $19,972,000 at December 31, 2002. Cash
dividends require Federal Reserve Board approval if the total of all cash
dividends declared by the bank in any calendar year, including the proposed cash
dividend, exceeds the total of the bank's net profits for that year plus its
retained net profits from the preceding two years less any required transfers to
surplus or to a fund for the retirement of preferred stock, if any. At December
31, 2002, Premier Bank had retained net profits available for distribution
without Federal Reserve Board approval of $12,730,000. The Federal Deposit
Insurance Act generally prohibits all payments of dividends by any bank that is
in default of any FDIC assessment. At December 31, 2002, Premier Bank was not in
default of any FDIC assessments.
72
PREMIER BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
PBI paid cash dividends on its preferred stock twice in 2002. On July 31,
2002, a cash dividend of $0.2698 per share or $149,000 was paid to preferred
shareholders of record on July 16, 2002. This dividend represented payment for
the period from June 19, 2002 to July 31, 2002. On October 31, 2002, a cash
dividend of $0.578125 per share or $319,000 was paid to preferred shareholders
of record on October 16, 2002. This dividend represented payment for the quarter
August 1, 2002 through October 31, 2002.
On January 6, 2003, PBI's board of directors approved a cash dividend of
$0.578125 per share or $319,000 to preferred shareholders of record on January
16, 2003. This dividend was paid on January 31, 2003 and represented payment for
the quarter November 1, 2002 through January 31, 2003.
On February 13, 2003, PBI's board of directors approved a cash dividend of
$0.05 per share to common shareholders of record on March 21, 2003 and payable
on April 15, 2003.
NOTE 26 -- OTHER COMPREHENSIVE INCOME
Other comprehensive income components and their related tax benefit/expense
are as follows.
BEFORE-TAX TAX BENEFIT NET-OF-TAX
FOR THE YEAR ENDED DECEMBER 31, 2002 AMOUNT (EXPENSE) AMOUNT
------------------------------------ ---------- ----------- ----------
(IN THOUSANDS)
Unrealized gains on investment securities available
for sale Unrealized holding gains arising during
the year.......................................... $4,687 $(1,594) $3,093
Reclassification adjustment for gains included in
net income..................................... (103) 35 (68)
------ ------- ------
Other comprehensive income.......................... $4,584 $(1,559) $3,025
====== ======= ======
BEFORE-TAX TAX BENEFIT NET-OF-TAX
FOR THE YEAR ENDED DECEMBER 31, 2001 AMOUNT (EXPENSE) AMOUNT
------------------------------------ ---------- ----------- ----------
(IN THOUSANDS)
Unrealized gains on investment securities available
for sale Unrealized holding gains arising during
the year.......................................... $ 440 $ (149) $ 291
Reclassification adjustment for gains included in
net income..................................... (13) 4 (9)
------ ------- ------
Other comprehensive income.......................... $ 427 $ (145) $ 282
====== ======= ======
BEFORE-TAX TAX BENEFIT NET-OF-TAX
FOR THE YEAR ENDED DECEMBER 31, 2000 AMOUNT (EXPENSE) AMOUNT
------------------------------------ ---------- ----------- ----------
(IN THOUSANDS)
Unrealized gains on investment securities available
for sale Unrealized holding gains arising during
the year.......................................... $2,438 $ (828) $1,610
Reclassification adjustment for gains included in
net income..................................... (3) 1 (2)
------ ------- ------
Other comprehensive income.......................... $2,435 $ (827) $1,608
====== ======= ======
73
ITEM 9 -- CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item, relating to directors, executive
officers and control persons is set forth under the sections captioned
"Directors and Executive Officers," "Information as to Nominees and Directors"
and "Section 16(a) Beneficial Ownership Reporting Compliance" of the
Registrant's proxy statement to be used in connection with the 2003 Annual
Meeting of Shareholders which is part of the proxy statement/prospectus on Form
S-4 filed by Fulton Financial Corporation, which sections are incorporated
herein by reference.
ITEM 11 -- EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the
information appearing under the caption "Executive Compensation" in the
Registrant's proxy statement to be used in connection with the 2003 Annual
Meeting of Shareholders which is part of the proxy statement/prospectus on Form
S-4 filed by Fulton Financial Corporation, which sections are incorporated
herein by reference.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The information required by this item is incorporated by reference to the
information appearing under the caption "Beneficial Ownership by Directors,
Nominees and Officers" in the Registrant's proxy statement to be used in
connection with the 2003 Annual Meeting of Shareholders which is part of the
proxy statement/prospectus on Form S-4 filed by Fulton Financial Corporation,
which sections are incorporated herein by reference.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the
information appearing under the caption "Certain Relationships and Related
Transactions" in the Registrant's proxy statement to be used in connection with
the 2003 Annual Meeting of Shareholders which is part of the proxy statement/
prospectus on Form S-4 filed by Fulton Financial Corporation, which sections are
incorporated herein by reference.
ITEM 14 -- CONTROLS AND PROCEDURES
Within 90 days prior to the date of this Form 10-K, PBI carried out an
evaluation, under the supervision and with the participation of its management,
including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that, PBI's
disclosure controls and procedures are effective in timely alerting them to
material information relating to PBI's (including its consolidated subsidiaries)
required to be included in our periodic SEC filings. There have been no
significant changes in PBI's internal controls or, to its knowledge, in other
factors that could significantly affect internal controls subsequent to the date
PBI carried out its evaluation.
74
PART IV
ITEM 15 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The consolidated financial statements listed on the index set forth in
Item 8 of this Annual Report on Form 10-K are filed as part of this Annual
Report.
2. Financial Statement Schedules
All schedules are omitted because they are either not applicable, the
data are not significant or the required information is shown in the
financial statements or the notes thereto or elsewhere herein.
3. Exhibits
The following exhibits are incorporated by reference herein or
attached to this Form 10-K:
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger. (Incorporated by reference to
PBI's Form 8-K filed with the SEC on January 21, 2003.)
3(i) Amended and Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 4.1 to PBI's
Registration Statement No. 333-87420 on Form S-2 filed with
the SEC on May 2, 2002.)
3(ii) By-Laws. (Incorporated by reference to Exhibit 3(ii) to
PBI's Quarterly Report on Form 10-QSB filed with the SEC on
November 14, 2000 and amended on December 19, 2000.)
10.1 Premier Bank's 1995 Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 99.6 to PBI's
Registration Statement No. 333-34243 on Form S-4 filed with
the SEC on August 22,1997 and amended on September 9, 1997.)
10.2 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and John C. Soffronoff. (Incorporated by
reference to Exhibit 10.2 to PBI's Quarterly Report on Form
10-QSB filed with the SEC on November 13, 1998.)
10.3 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and John J. Ginley. (Incorporated by reference
to Exhibit 10.3 to PBI's Quarterly Report on Form 10-QSB
filed with the SEC on November 13, 1998.)
10.4 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and Bruce E. Sickel. (Incorporated by reference
to Exhibit 10.4 to PBI's Quarterly Report on Form 10-QSB
filed with the SEC on November 13, 1998.)
11 Statement re: Computation of Earnings per share. (Included
at Note 12 to the 2002 Consolidated Financial Statements.)
12 Statement re: Computation of Ratios (Included at Item
6 -- Selected Financial Data, filed herewith).
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
99.1 Certification of Principal Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
99.2 Certification of Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
(b) Reports on Form 8-K
None.
(c) See Item 15(a)3 above.
(d) Not applicable.
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report be signed on
its behalf by the undersigned, thereunto duly authorized.
PREMIER BANCORP, INC.
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ JOHN C. SOFFRONOFF President, Chief Executive March 13, 2003
----------------------------- Officer, (Principal Executive
John C. Soffronoff Officer), Director
By: /s/ BRUCE E. SICKEL Chief Financial Officer, March 13, 2003
----------------------------- (Principal Financial Officer),
Bruce E. Sickel Director
By: /s/ JOANNE M. CALIBEO Controller (Principal March 13, 2003
----------------------------- Accounting Officer)
Joanne M. Calibeo
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report is signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ JOHN C. SOFFRONOFF President, Chief Executive March 13, 2003
----------------------------- Officer, (Principal Executive
John C. Soffronoff Officer), Director
By: /s/ CLARK S. FRAME Chairman of the Board, Director March 13, 2003
-----------------------------
Clark S. Frame
By: /s/ BRUCE E. SICKEL Chief Financial Officer, March 13, 2003
----------------------------- (Principal Financial Officer),
Bruce E. Sickel Director
By: /s/ BARRY J. MILES Director March 13, 2003
-----------------------------
Barry J. Miles
By: /s/ DANIEL E. COHEN Director March 13, 2003
-----------------------------
Daniel E. Cohen
By: /s/ JOHN J. GINLEY Director March 13, 2003
-----------------------------
John J. Ginley
By: /s/ DR. THOMAS E. MACKELL Director March 13, 2003
-----------------------------
Dr. Thomas E. Mackell
By: /s/ DR. DANIEL A. NESI Director March 13, 2003
-----------------------------
Dr. Daniel A. Nesi
By: /s/ NEIL W. NORTON Director March 13, 2003
-----------------------------
Neil W. Norton
76
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ THOMAS M. O'MARA Director March 13, 2003
-----------------------------
Thomas M. O'Mara
By: Director March , 2003
-----------------------------
Michael J. Perrucci
By: /s/ BRIAN R. RICH Director March 13, 2003
-----------------------------
Brian R. Rich
By: /s/ EZIO U. ROSSI Director March 13, 2003
-----------------------------
Ezio U. Rossi
By: /s/ RICHARD F. RYON Director March 13, 2003
-----------------------------
Richard F. Ryon
By: /s/ GERALD SCHATZ Director March 13, 2003
-----------------------------
Gerald Schatz
By: /s/ IRVING N. STEIN Director March 13, 2003
-----------------------------
Irving N. Stein
By: /s/ HELENBETH GAROFALO VILCEK Director March 13, 2003
-----------------------------
HelenBeth Garofalo Vilcek
By: /s/ JOHN A. ZEBROWSKI Director March 13, 2003
-----------------------------
John A. Zebrowski
77
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John C. Soffronoff, President and Chief Executive Officer, certify, that:
1. I have reviewed this annual report on Form 10-K of Premier Bancorp,
Inc.;
2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By: /s/ JOHN C. SOFFRONOFF
------------------------------------
John C. Soffronoff
President and Chief Executive
Officer
(Principal Executive Officer)
Date: March 13, 2003
78
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bruce E. Sickel, Chief Financial Officer, certify, that:
1. I have reviewed this annual report on Form 10-K of Premier Bancorp,
Inc.;
2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
(a) all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By: /s/ BRUCE E. SICKEL
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Bruce E. Sickel
Chief Financial Officer
(Principal Financial Officer)
Date: March 13, 2003
79
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION PAGE
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2.1 Agreement and Plan of Merger. (Incorporated by reference to
PBI's Form 8-K filed with the SEC on January 21, 2003.) *
3(i) Amended and Restated Articles of Incorporation.
(Incorporated by reference to Exhibit 4.1 to PBI's
Registration Statement No. 333-87420 on Form S-2 filed with
the SEC on May 2, 2002.) *
3(ii) By-Laws. (Incorporated by reference to Exhibit 3(ii) to
PBI's Quarterly Report on Form 10-QSB filed with the SEC on
November 14, 2000 and amended on December 19, 2000.) *
10.1 Premier Bank's 1995 Incentive Stock Option Plan.
(Incorporated by reference to Exhibit 99.6 to PBI's
Registration Statement No. 333-34243 on Form S-4 filed with
the SEC on August 22,1997 and amended on September 9, 1997.) *
10.2 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and John C. Soffronoff. (Incorporated by
reference to Exhibit 10.2 to PBI's Quarterly Report on Form
10-QSB filed with the SEC on November 13, 1998.) *
10.3 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and John J. Ginley. (Incorporated by reference
to Exhibit 10.3 to PBI's Quarterly Report on Form 10-QSB
filed with the SEC on November 13, 1998.) *
10.4 Change of Control Agreement between Premier Bancorp, Inc.,
Premier Bank and Bruce E. Sickel. (Incorporated by reference
to Exhibit 10.4 to PBI's Quarterly Report on Form 10-QSB
filed with the SEC on November 13, 1998.) *
11 Statement re: Computation of Earnings per share. (Included
at Note 12 to the 2002 Consolidated Financial Statements.) 61
12 Statement re: Computation of Ratios (Included at Item
6 -- Selected Financial Data, filed herewith). 13
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
99.1 Certification of Principal Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
99.2 Certification of Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, filed herewith.
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* Incorporated by reference.