SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2003 Commission File Number: 000-50047 CALVIN B. TAYLOR BANKSHARES, INC. I.R.S. Employer Identification No.: 52-1948274 State of incorporation: Maryland Address of principal executive offices: 24 North Main Street, Berlin, Maryland 21811 Issuer's telephone number: (410) 641-1700 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The registrant had 3,240,000 shares of common stock ($1.00 par) outstanding as of April 30, 2003. Calvin B. Taylor Bankshares, Inc. and Subsidiary Form 10-Q Index Part I - Financial Information Page Item 1 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5 Notes to Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operation 7-10 Item 3 Quantitative and Qualitative Disclosures About Market Risks 10 Item 4 Controls and Procedures 11 Part II - Other Information Item 1 Legal Proceedings 12 Item 2 Changes in Securities and Use of Proceeds 12 Item 3 Defaults Upon Senior Securities 12 Item 4 Submission of Matters to a Vote of Security Holders 12 Item 5 Other Information 12 Item 6 Exhibits and Reports on Form 8-K 12 Signatures 13 Attachments: Certification of Principal Executive Officer and Principal Financial Officer (Section 906, Sarbanes-Oxley Act of 2002) 14 Certification of Principal Executive Officer (Section 302, Sarbanes-Oxley Act of 2002) 15 Certification of Principal Financial Officer (Section 302, Sarbanes-Oxley Act of 2002) 16 Calvin B. Taylor Bankshares, Inc. and Subsidiary Part I - Financial Information Consolidated Balance Sheets (unaudited) March December 2003 2002 Assets Cash and due from banks 18,128,997 21,051,412 Federal funds sold 43,560,048 54,821,617 Interest-bearing deposits 1,632,294 1,432,205 Investment securities available for sale 8,388,060 8,390,550 Investment securities held to maturity (approximate fair value of 117,510,526 and 115,470,092) 116,570,170 114,181,749 Loans, less allowance for loan losses of 2,182,665 and 2,181,135 167,819,932 161,824,677 Premises and equipment 6,096,967 5,745,842 Accrued interest income 1,402,520 1,405,587 Other assets 398,807 389,307 363,997,795 369,242,946 Liabilities and Stockholders' Equity Deposits Noninterest-bearing 63,968,675 73,289,541 Interest-bearing 229,535,328 228,205,925 293,504,003 301,495,466 Securities sold under agreements to repurchase 3,496,842 4,029,100 Pending purchases of investment securities 4,445,000 2,990,830 Accrued interest payable 204,433 243,468 Note payable 194,555 198,912 Accrued income taxes 742,756 106,514 Other liabilities 59,746 163,370 302,647,335 309,227,660 Stockholders' equity Common stock, par value $1 per share authorized 10,000,000 shares, issued and issued and outstanding 3,240,000 shares 3,240,000 3,240,000 Additional paid in capital 17,290,000 17,290,000 Retained earnings 40,140,523 38,788,018 60,670,523 59,318,018 Net unrealized gain on securities available for sale 679,937 697,268 61,350,460 60,015,286 363,997,795 369,242,946 Calvin B. Taylor Bankshares, Inc. and Subsidiary Consolidated Statements of Income (unaudited) For the three months ended March 31, 2003 2002 Interest and dividend revenue 363,997,795 369,242,946 Loans, including fees 3,026,791 3,260,478 U.S. Treasury and Agency securities 756,863 874,386 State and municipal securities 49,045 61,038 Federal funds sold 133,640 220,517 Deposits with banks 10,042 10,522 Equity securities 17,040 15,158 Total interest and dividend revenue 3,993,421 4,442,099 Interest expense Deposit interest 657,727 1,160,399 Other 5,830 10,382 Total interest expense 663,557 1,170,781 Net interest income 3,329,864 3,271,318 Provision for loan losses - - Net interest income after provision for loan losses 3,329,864 3,271,318 Other operating revenue Service charges on deposit accounts 257,571 218,719 Miscellaneous revenue 115,485 94,458 Total other operating revenue 373,056 313,177 Other expenses Salaries and employee benefits 921,320 864,189 Occupancy 128,638 119,316 Furniture and equipment 142,282 157,485 Other operating 424,175 472,392 Total other expenses 1,616,415 1,613,382 Income before income taxes 2,086,505 1,971,113 Income taxes 734,000 691,200 Net income 1,352,505 1,279,913 Basic earnings per share 0.42 0.40 Calvin B. Taylor Bankshares, Inc. and Subsidiary Consolidated Statements of Cash Flows (unaudited) For the three months ended March 31, 2003 2002 Cash flows from operating activities Interest received 3,961,786 4,454,002 Fees and commissions received 372,813 313,169 Interest paid (702,594) (1,242,958) Cash paid to suppliers and employees (1,538,160) (1,556,159) Income taxes paid (97,758) (2,679) 1,996,087 1,965,375 Cash flows from investing activities Proceeds from maturities of investment securities held to maturity 29,910,000 17,365,000 Purchase of investment securities held to maturity (30,835,292)(20,481,124) Purchases of premises, equipment, and intangibles (531,356) (291,262) Loans made, net of principal collected (5,995,255) (1,110,602) (7,451,903) (4,517,988) Cash flows from financing activities Net change in time deposits (1,346,600)(23,586,913) Net change in other deposits (6,644,863) 24,514,861 Net change in repurchase agreements (532,258) (8,441) Payment on mortgage obligation (4,357) (4,104) Dividend paid - (1,944,000) (8,528,078) (1,028,597) Net increase (decrease) in cash (13,983,894) (3,581,210) Cash and equivalents at beginning of period 75,873,029 72,786,922 Cash and equivalents at end of period 61,889,135 69,205,712 Reconciliation of net income to net cash provided from operating activities Net income 1,352,505 1,279,913 Adjustments Depreciation and amortization 168,492 153,964 Security discount accretion, net of premium amortization (34,702) (27,881) (Gain) loss on disposition of assets - 8,343 Decrease (increase) in accrued interest receivable and other assets (53,946) 65,844 Increase (decrease) in accrued interest payable and other liabilities 563,738 485,192 1,996,087 1,965,375 Calvin B. Taylor Bankshares, Inc. and Subsidiary Notes to Financial Statements 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of financial position and results of operations have been made. These adjustments are of a normal recurring nature. Results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the audited consolidated financial statements and related footnotes for the Registrant's fiscal period ended December 31, 2002. Consolidation has resulted in the elimination of all significant intercompany accounts and transactions. Cash Flows For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and overnight investments in federal funds sold. Per share data Earnings per common share and dividends per common share are determined by dividing net income and dividends by the 3,240,000 shares outstanding, giving retroactive effect to the stock dividends distributed. 2. Comprehensive Income Comprehensive income consists of: For the three months ended March 31, 2003 2002 Net income 1,352,505 1,279,913 Unrealized gain (loss) on investment securities available for sale, net of income taxes (17,331) (34,183) Comprehensive income 1,335,174 1,245,730 3. Loan commitments Loan commitments are agreements to lend to customers as long as there is no violation of any conditions of the contracts. Outstanding loan commitments and letters of credit consist of: March 31, December 31, 2003 2002 Loan commitments 22,091,092 22,434,081 Standby letters of credit 1,914,777 1,726,127 Calvin B. Taylor Bankshares, Inc. and Subsidiary Part I. Financial Information Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion contains certain forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Litigation Securities Reform Act of 1995. The following discussion of the financial condition and results of operations of the Registrant (the Company) should be read in conjunction with the Company's financial statements and related notes and other statistical information included elsewhere herein. General Calvin B. Taylor Bankshares, Inc. (the "Company") was incorporated as a Maryland corporation on October 31, 1995. The Company owns all of the stock of Calvin B. Taylor Banking Company (the "Maryland Bank"), a commercial bank that was established in 1890 and incorporated under the laws of the State of Maryland on December 17, 1907. This bank operates nine banking offices in Worcester County, Maryland and one banking office in Ocean View, Delaware. The Bank's administrative office is located in Berlin, Maryland. The Maryland Bank is engaged in a general commercial and retail banking business serving individuals, businesses, and governmental units in Worcester County, Maryland, Ocean View, Delaware, and neighboring counties. The Company currently engages in no business other than owning and managing the Maryland Bank. Financial Condition, Liquidity and Sources of Capital Total assets of the Company decreased $5.2 million from December 31, 2002 to March 31, 2003. During the first quarter of the year, the Bank typically experiences a decline in deposits since business customers are using their deposits to meet cash flow needs. Generally, this situation reverses late in the second quarter of the year as the Bank receives loan repayments from seasonal business customers, and deposits from summer residents and tourists. During the first quarter of 2003, the Bank's loan portfolio increased $6.0 million. Funding for these loans was provided primarily by a reduction in overnight federal funds sold. As loans earn at a higher rate than federal funds sold, this shift has a positive impact on earnings. The allowance for loan losses represents a reserve for potential losses in the loan portfolio. The adequacy of the allowance for loan losses is evaluated periodically based on a review of all significant loans, with a particular emphasis on non-accruing, past due, and other loans that management believes require attention. The determination of the reserve level relies on management's judgment about factors affecting loan quality and anticipated changes in the composition and size of the portfolio, as well as assumptions about the economy. Historically, the Company has low loan charge-offs. The Bank's target levels for the allowance as a percentage of gross loans range from approximately 1.00% to Financial Condition, Liquidity and Sources of Capital (continued) 1.35%. Based on review of the consolidated loan portfolio, the Company determined that an allowance of 1.28% of gross loans was adequate as of March 31, 2003. At December 31, 2002, the allowance was 1.33% of gross loans. At March 31, 2003, there were no non-accruing loans and loans delinquent ninety days or more, excluding non-accruing loans, totaled $227,041 or .13% of the portfolio. The company's major sources of liquidity are loan repayments, maturities of short-term investments including federal funds sold, and increases in core deposits. Throughout the first quarter of the year, when the Bank typically experiences a decline in deposits, federal funds sold, and investment securities are primary sources of liquidity. During the second quarter of the year, additional sources of liquidity become more readily available as business borrowers start repaying loans, and the Bank receives seasonal deposits. Throughout the second and third quarters the Bank maintains a high liquidity level. Funds from seasonal deposits are generally invested in short-term U.S. Treasury Bills and overnight federal funds. Average liquid assets (cash and amounts due from banks, interest bearing deposits in other banks, federal funds sold, and investment securities) compared to average deposits were 62.54% for the first quarter of 2003, compared to 58.36% for the first quarter of 2002. At March 31, 2003, the Company's interest rate sensitivity, as measured by gap analysis, showed the Company was asset-sensitive with a one-year cumulative gap of 12.86%, as a percentage of interest- earning assets. Generally asset-sensitivity indicates that assets reprice more quickly than liabilities and in a rising rate environment net interest income typically increases. Conversely, if interest rates decrease, net interest income would decline. The Bank has classified its demand mortgage and commercial loans as immediately repriceable. Unlike loans tied to prime, these rates do not necessarily change as prime changes since the decision to call the loans and change the rates rests with management. Tier one risk-based capital ratios of the Company as of March 31, 2003 and 2002 were 38.89% and 34.60%, respectively. Both are substantially in excess of regulatory minimum requirements. Results of Operations The following discussion contains certain forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Litigation Securities Reform Act of 1995. Net income for the three months ended March 31, 2003, was $1,352,505 or $.42 per share, compared to $1,279,913 or $.40 per share for the first quarter of 2002. This represents an increase of $72,592. The primary reasons for the increase in net income are higher net interest income and other operating revenues. Net interest income increased $58,546 in the first quarter of 2003 as compared to the first quarter of 2002 due an improved interest spread and higher balances of both interest-earning assets and interest-bearing liabilities. Although rates on both assets and liabilities are lower than they were for the same period last year, the Bank has tried to maintain loan rates while making timely reductions in deposit rates in response to market conditions. Market rate reductions have also diminished rates of return on federal funds sold and investment securities. Results of Operations (continued) Net interest income of the company is one of the most important factors in evaluating the financial performance of the Company. The Company uses interest sensitivity analysis to determine the effect of rate changes. Net interest income is projected over a one-year period to determine the effect of an increase or decrease in the prime rate of 100 basis points. If prime were to decrease one hundred basis points, and all assets and liabilities maturing within that period were fully adjusted for the rate change, the Company would experience a decrease of less than five percent in net interest income. The sensitivity analysis does not consider the likelihood of these rate changes nor whether management's reaction to this rate change would be to reprice its loans or deposits. No provision for loan losses was made in the first quarters of 2003 or 2002. Loans charged-off during the first quarter of 2003 totaled $1,736. Loans charged-off during the first quarter of 2002 totaled $7,775. Other operating revenues exceed last year primarily due to additional activity fees on a larger deposit portfolio and increases to the Bank's fee schedule in Spring 2002. Other expense variances include an increase in salaries and benefits of $57.1 thousand, of which $32.3 thousand is increased salaries. The Bank employed 97 full time equivalent employees as of March 31, 2003. The Bank hires seasonal employees during the summer. The Company has no employees other than those hired by the Bank. Other expense variances also include a decrease of $48.2 thousand in other operating expenses. Significant downward variances in postage and stationery & supplies expense may be due, in part, to the timing of payments, in addition to reflecting an effort to reduce unnecessary mailings. A $16.9 thousand decrease in telephone expense is due to changing vendors. Income taxes are $42,800 higher than last year, on a pre-tax income increase of $115,392. Plans of Operation The Bank conducts general commercial banking businesses in its service area of Worcester County, Maryland and Sussex County, Delaware, while also emphasizing the banking needs of individuals and small- to medium-sized businesses and professional concerns. The Bank offers a full range of federally insured deposit services that are typically available in most banks and savings and loan associations, including checking accounts, NOW accounts, savings accounts and time deposits of various types ranging from daily money market accounts to longer-term certificates of deposit. The Company, through the Bank, offers a full range of short- to medium- term commercial and personal loans, and originates mortgage loans, including real estate construction and acquisition loans. The Bank has the intent and the ability to hold loans that their portfolios. Other bank services include cash management services, 24-hour ATM's, credit cards, debit cards, safe deposit boxes, travelers' checks, direct deposit of payroll and social security checks, and automatic drafts for various accounts. The Bank offers bank-by-phone and Internet banking services, including electronic bill-payment, to both commercial and retail customers. Capital Resources and Adequacy Total stockholders' equity increased $1,335,174 from December 31, 2002 to March 31, 2003. This change is attributable to the comprehensive income recorded during the period, as detailed in Note 2 of the Notes to Financial Statements. Under the capital guidelines of the Federal Reserve Board and the FDIC, the Company and the Bank are currently required to maintain a minimum risk- based total capital ratio of 8%, with at least 4% being Tier 1 capital. Tier 1 capital consists of common shareholders' equity, qualifying perpetual preferred stock, and minority interests in equity accounts of consolidated subsidiaries, less certain intangibles. In addition, the Company and the Bank must maintain a minimum Tier 1 leverage ratio (Tier 1 capital to total assets) of at least 3%, but this minimum ratio is increased by 100 to 200 basis points for other than the highest-rated institutions. Item 3. Quantitative and Qualitative Disclosures About Market Risk The Company's principal market risk exposure relates to interest rates on interest-earning assets and interest-bearing liabilities. Unlike most industrial companies, the assets and liabilities of financial institutions such as the Company and the Bank are primarily monetary in nature. Therefore, interest rates have a more significant effect on the Company's performance than do the effects of changes in the general rate of inflation and change in prices. In addition, interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. As discussed previously, management monitors and seeks to manage the relationships between interest sensitive assets and liabilities in order to protect against wide interest rate fluctuations, including those resulting from inflation. Item 4. Controls and procedures Within the ninety days prior to the date of this report, the Company's management performed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures and its internal controls and procedures for financial reporting. Disclosure Controls are procedures that are designed to ensure that information required to be disclosed in the Company's publicly filed reports is reported in a timely manner. As part of these controls, Management reviews information gathered through systems developed for that purpose to determine the nature of required disclosure. Internal controls are procedures designed to provide management with reasonable assurance that assets are safeguarded, and that transactions are properly authorized, executed, and recorded to permit the preparation of financial statements in accordance with generally accepted accounting principles. Because of inherent limitations in any internal controls, errors or irregularities may occur and not be detected. The projection of an evaluation of controls to future periods is subject to the risk that procedures may become inadequate due to changes in conditions including the degree of compliance with procedures. The Chief Executive Officer and the Treasurer of the Company have concluded, based on the evaluation of disclosure controls and internal controls that the financial information and disclosures included in periodic SEC filings and the Company's financial statements are fairly presented in conformity with generally accepted accounting principles. Changes in Internal Controls There were no significant changes in the company's internal controls or in other factors that could significantly affect internal controls, including corrective actions with regard to significant deficiencies and material weaknesses. Calvin B. Taylor Bankshares, Inc. and Subsidiary Part II. Other Information Item 1 Legal Proceedings Not applicable Item 2 Changes in Securities and Use of Proceeds Not applicable Item 3 Defaults Upon Senior Securities Not applicable Item 4 Submission of Matters to a Vote of Security Holders Not applicable Item 5 Other information Not applicable. Item 6 Exhibits and Reports on Form 8-K a) Exhibits Proxy Statement dated March 18, 2003, is incorporated by reference. b) Reports on Form 8-K There were no reports on Form 8-K filed for the quarter ended March 31, 2003. SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Calvin B. Taylor Bankshares, Inc. Date: May 9, 2003 By:/s/Reese F. Cropper, Jr. Reese F. Cropper, Jr., Chairman & Chief Executive Officer (Principal Executive Officer) Date: May 9, 2003 By:/s/Jennifer G. Hawkins Jennifer G. Hawkins Treasurer (Principal Financial Officer) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) We, the undersigned, certify that to the best of our knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended March 31, 2003 of the Registrant (the "Report"): (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Calvin B. Taylor Bankshares, Inc. Date: May 9, 2003 By:/s/Reese F. Cropper, Jr. Reese F. Cropper, Jr., Chairman & Chief Executive Officer (Principal Executive Officer) Date: May 9, 2003 By:/s/Jennifer G. Hawkins Jennifer G. Hawkins Treasurer (Principal Financial Officer) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Reese F. Cropper, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Calvin B. Taylor Bankshares, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers 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 subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly 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 the quarterly report (the "Evaluation Date"); and c. presented in this quarterly 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 officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of 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 officers and I have indicated in the quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Calvin B. Taylor Bankshares, Inc. Date: May 9, 2003 By:/s/Reese F. Cropper, Jr. Reese F. Cropper, Jr., Chairman & Chief Executive Officer (Principal Executive Officer) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jennifer G. Hawkins, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Calvin B. Taylor Bankshares, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers 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 subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly 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 the quarterly report (the "Evaluation Date"); and c. presented in this quarterly 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 officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of 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 officers and I have indicated in the quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Calvin B. Taylor Bankshares, Inc. Date: May 9, 2003 By:/s/Jennifer G. Hawkins Jennifer G. Hawkins Treasurer (Principal Financial Officer)