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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

COMMISSION FILE NUMBER 000-29343

PORT FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Massachusetts

 

04-1145480

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

1380 Soldiers Field Road, Brighton, Massachusetts 02135
(Address of principal executive office-zip code)
Telephone (617) 779-8300

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01 per share
(Title of class)

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve 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        .

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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 [   ].

      Indicate by check mark if whether the registrant is an accelerated Filer (as defined in Rule 12b-2 of the Act).
Yes    x    No        .

      As of June 30, 2002, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the average of the closing bid and asked price of such stock of $40.09 on the Nasdaq National Market, was $191,677,000. The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.

      As of March 12, 2003, 5,287,401 shares of Registrant's common stock were outstanding.

Documents Incorporated by Reference

      Part III of Form 10-K - Portions of the Proxy Statement for the Annual Meeting of Stockholders for the year ended December 31, 2002.

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PORT FINANCIAL CORP.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2002

TABLE OF CONTENTS

   

Page

     

PART I

 

5

    ITEM 1. BUSINESS

 

5

    ITEM 2. PROPERTIES

 

13

    ITEM 3. LEGAL PROCEEDINGS

 

17

    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

17

     

PART II

 

17

    ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED

   

        STOCKHOLDER MATTERS

 

17

    ITEM 6. SELECTED FINANCIAL AND OTHER DATA

 

18

    ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

   

        CONDITION AND RESULTS OF OPERATIONS

 

21

    ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

48

    ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

54

    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

 

54

     

PART III

 

54

    ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

54

    ITEM 11. EXECUTIVE COMPENSATION

 

54

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS

 

55

        AND MANAGEMENT

   

    ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

55

    ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

57

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Forward Looking Statements

      This Annual Report on Form 10-K contains "forward-looking statements" which may be identified by the use of such words as "believe," "expect," "anticipate," "should," "planned," "estimated," and "potential." Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition and results of operation and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

*

 

general and local economic conditions;

     

*

 

changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, and competition;

     

*

 

changes in accounting principles, policies, or guidelines;

     

*

 

changes in legislation or regulation; and

     

*

 

other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products, and services.

      Any or all of our forward-looking statements in this Annual Report on Form 10-K and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or known or unknown risks and uncertainties. Consequently, no forward-looking statements can be guaranteed. We disclaim any obligation to subsequently revise any forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events.

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Section I

ITEM 1. BUSINESS

General

      Port Financial Corp. ("Port" or the "Company") is a Massachusetts-chartered stock holding company, which owns all of the capital stock of Cambridgeport Bank ("Cambridgeport" or the "Bank"). In April 2000, as part of its conversion, the Company converted from a Massachusetts-chartered mutual holding company, Cambridgeport Mutual Holding Company, to a Massachusetts-chartered stock holding company and changed its name to Port Financial Corp.

      The Company's principal business is its investment in Cambridgeport, which is a Massachusetts-chartered stock savings bank, chartered in 1853 and headquartered in Cambridge, Massachusetts. The Bank was named for the neighborhood of Cambridge in which it was established. The Cambridgeport district of Cambridge is located along the Charles River between the campuses of Harvard and MIT.

      Cambridgeport is a community-oriented bank providing retail and business customers with value-driven products and services to meet customer needs. The Bank offers a wide variety of deposit products, residential mortgage loans, commercial real estate loans, commercial loans and consumer loans to its customers in the cities and towns around Cambridge, Massachusetts. The Bank has a network of eleven full service banking offices and one Telebanking Center. The branch offices are strategically located in cities and towns with a strong base for real estate lending and deposit growth and where community bank competition has been reduced by the consolidating banking industry. As of December 31, 2002 approximately 58% of the Company's total assets were invested in loans. These loans are funded primarily by deposits with some reliance on Federal Home Loan Bank ("FHLB") borrowings. Total deposits amounted to $1.16 billion at December 31, 2002 while FHLB borrowings totaled $175.6 m illion.

      As of December 31, 2002, $297.2 million of the loan portfolio consisted of commercial real estate and commercial construction loans and $76.8 million consisted of home equity lines of credit. Commercial real estate and commercial construction loans grew by $19.9 while home equity lines of credit decreased $13.3 million compared with December 31, 2001. Non-performing assets were .02% of total assets while the Tier 1 leverage capital ratio was 7.6% on that date.

Regulation

      Because the Bank is a Massachusetts-chartered savings bank, its deposit accounts are insured up to applicable limits by the Bank Insurance Fund (the "BIF") of the FDIC and by the Depositors Insurance Fund. The Bank is subject to extensive regulation, examination and supervision by both the Commonwealth of Massachusetts Division of Banks (the "Division") as its primary corporate regulator, and by the FDIC as its deposit insurer.

      The Company, as a bank holding company controlling the Bank, is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA"), and the rules and regulations of the Federal Reserve Board under the BHCA and to the provisions. The Company is also subject to the Massachusetts General Laws applicable to savings banks and other depository institutions and their holding companies (the "Massachusetts banking laws") and the regulations of the Division under the Massachusetts banking laws. The Company is also subject to the rules and regulations of the Securities and Exchange Commission.

      Any change in such laws and regulations, whether by the Division, the FDIC, the Federal Reserve Board, or the Securities and Exchange Commission or through legislation, could have a material adverse impact on the Company and the Bank and their operations and stockholders.

Massachusetts Banking Regulation

      Massachusetts Community Reinvestment Act. Cambridgeport Bank is subject to provisions of the Massachusetts banking laws that, like the provisions of the federal Community Reinvestment Act, impose continuing and affirmative obligations upon a banking institution organized in Massachusetts to serve the credit needs of its local communities. The obligations of the Massachusetts Community Reinvestment Act ("MCRA") are similar to those imposed by the federal Community Reinvestment Act with the exception of the assigned exam

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ratings. Massachusetts banking law provides for an additional exam rating of "high satisfactory" in addition to the federal Community Reinvestment Act ratings of "outstanding," "satisfactory," "needs to improve" and "substantial noncompliance." The Division has adopted regulations to implement the MCRA that are based on the federal Community Reinvestment Act, including periodic assessment of a bank's compliance with the MCRA. See "Federal Banking Regulation - Community Reinvestment Act." The MCRA also requires the Division to make its assessments available to the public.

      When reviewing a bank's application to engage in certain transactions, including mergers, asset purchases, new branch offices or new automated teller machines, the Division is required to consider a bank's MCRA rating. Such assessment may serve as a basis for the denial of any such application. Cambridgeport's latest MCRA rating, received by letter from the Division dated July 8, 1999 was "satisfactory."

      Loans-to-One-Borrower Limitations. With specified exceptions, the total obligations of a single borrower to a Massachusetts-chartered savings bank may not exceed 20% of the savings bank's retained earnings account. A savings bank may lend additional amounts up to 100% of the bank's retained earnings account if secured by collateral meeting the requirements of the Massachusetts banking laws. Cambridgeport currently complies with applicable loans-to-one-borrower limitations.

      Loans to a Bank's Insiders. The Massachusetts banking laws prohibit any officer, director or trustee from borrowing, otherwise becoming indebted, or becoming liable for a loan or other extension of credit by such bank to any other person, except under limited circumstances. Any such loans require approval of the majority of the members of the bank's executive committee, excluding any member involved in the loan or extension of credit. No such loan or extension of credit may be granted with an interest rate or other terms that are preferential in comparison to loans granted to persons not affiliated with the savings bank.

      Dividends. Under the Massachusetts banking laws, a stock savings bank may, subject to several limitations, declare and pay a dividend on its capital stock out of the bank's net profits. A dividend may not be declared, credited or paid by a stock savings bank so long as there is any impairment of capital stock. No dividend may be declared on the bank's common stock for any period other than for which dividends are declared upon preferred stock, except as authorized by the Commissioner. The approval of the Commissioner is also required for a stock savings bank to declare a dividend, if the total of all dividends declared by the savings bank in any calendar year shall exceed the total of its net profits for that year combined with its retained net profits of the preceding two years, less any required transfer to surplus or a fund for the retirement of any preferred stock. In addition, federal law may also limit the amount of dividends that may be paid by Cambridgepo rt. See "Federal Banking Regulation - Prompt Corrective Action" below.

      Examination and Enforcement. The Division is required to examine savings banks at least once every calendar year or at least once each 18-month period if the savings bank qualifies as well capitalized under the prompt corrective action provisions of the Federal Deposit Insurance Act. See "Federal Banking Regulation - Prompt Corrective Action" below.

Federal Banking Regulation

      Capital Requirements. FDIC regulations require BIF-insured banks, such as the Bank, to maintain minimum levels of capital. The FDIC regulations define two tiers, or classes, of capital.--Tier 1 Capital and Tier 2 Capital.

      The FDIC regulations establish minimum leverage capital requirements for banks. For banks with a rating of 1 (the highest examination rating of the FDIC for banks) under the Uniform Financial Institutions Rating System, the FDIC may require a minimum leverage capital ratio of not less than a ratio of 3.0% of Tier 1 capital to total assets. For all other banks, the minimum leverage capital requirement is 4.0%, unless a higher ratio is warranted by the particular circumstances or risk profile of the depository institution.

      FDIC regulations also require that savings banks meet a risk-based capital standard. The risk-based capital standard requires the maintenance of a ratio of total capital (which is defined as the sum of Tier 1 capital and Tier 2 capital) to risk-weighted assets of at least 8% and a ratio of Tier 1 capital to risk-weighted assets of at least 4%. In determining the amount of risk-weighted assets, all assets, plus certain off balance sheet items, are multiplied by a risk-weight of 0% to 100%, based on risks the FDIC believes are inherent in the type of asset or item.

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      The federal banking agencies, including the FDIC, have also adopted regulations to require an assessment of an institution's exposure to declines in the economic value of a bank's capital due to changes in interest rates when assessing the bank's capital adequacy. Under such a risk assessment, examiners will evaluate a bank's capital for interest rate risk on a case-by-case basis, with consideration of both quantitative and qualitative factors.

Institutions with significant interest rate risk may be required to hold additional capital. The agencies also issued a joint policy statement providing guidance on interest rate risk management, including a discussion of the critical factors affecting the agencies' evaluation of interest rate risk in connection with capital adequacy.

At December 31, 2002, the Bank was considered "well-capitalized" under FDIC guidelines.

      Activity Restrictions on State-Chartered Banks. Section 24 of the Federal Deposit Insurance Act (the "FDIA"), which was amended by the Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDICIA"), generally limits the activities and investments of state-chartered FDIC insured banks and their subsidiaries to those permissible for federally-chartered national banks and their subsidiaries. Section 24 provides an exception for investments by a bank in common and preferred stocks listed on a national securities exchange or the shares of registered investment companies if: (a) the bank held such types of investments during the period from September 30, 1990 through November 26, 1991; (b) the state in which the bank is chartered permitted such investments as of September 30, 1991; and (c) the bank obtains approval from the FDIC to make or retain such investments. Upon receiving such FDIC approval, an institution's investment in such equity securities wil l be subject to an aggregate limit up to the amount of its Tier 1 capital. The Bank has received approval from the FDIC to retain and acquire such equity investments subject to a maximum permissible investment equal to the lesser of: 100% of the Bank's Tier 1 capital; or the maximum permissible amount specified by the Massachusetts banking laws. Section 24 also limits the activities of majority-owned subsidiaries of a bank.

      Before initiating any new investment or activity that is not permissible for a national bank or otherwise permissible under Section 24 of the FDIC regulations, an insured bank must seek approval from the FDIC. As conditions for FDIC approval, banks must meet the FDIC's minimum capital requirements and the FDIC must determine that the activity does not present a significant risk to the FDIC insurance funds.

      Enforcement. The FDIC has extensive enforcement authority over insured savings banks, including Cambridgeport Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease and desist orders and to remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and to unsafe or unsound practices.

      The FDIC is required, with some exceptions, to appoint a receiver or conservator for an insured state bank if that bank is "critically undercapitalized." For this purpose, "critically undercapitalized" means having a ratio of tangible capital to total assets of less than 2%. The FDIC may also appoint a conservator or receiver for a state bank on the basis of the institution's financial condition or upon the occurrence of certain events.

      Deposit Insurance. Pursuant to the FDICIA, the FDIC established a system for setting deposit insurance premiums based upon the risks a particular bank or savings association posed to its deposit insurance funds. Under the risk-based deposit insurance assessment system, the FDIC assigns an institution to one of three capital categories based on the institution's financial information, as of the reporting period ending six months before the assessment period. The three capital categories are (1) well capitalized, (2) adequately capitalized and (3) undercapitalized. The FDIC also assigns an institution to one of three supervisory subcategories within each capital group. An institution's assessment rate depends on the capital category and supervisory category to which it is assigned. Any increase in insurance assessments could have an adverse effect on the earnings of insured institutions, including Cambridgeport Bank.

      The Deposit Insurance Funds Act of 1996 establishes the assessment base for payments on bonds issued in the late 1980's by the Financing Corporation to recapitalize the now defunct Federal Savings and Loan Insurance Corporation. Beginning January 1, 1997, the assessment base is defined as deposits of institutions such as Cambridgeport Bank that are insured by the Bank Insurance Fund. The rate of assessment for Bank Insurance Fund-assessable deposits is one-fifth of the rate applied to deposits that are insured by the Savings Association Insurance Fund.

      Under the FDIA, the FDIC may terminate the insurance of an institution's deposits if the FDIC finds that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue

<PAGE>  6

operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The management of Cambridgeport Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

      Transactions with Affiliates of Cambridgeport Bank. Transactions between an insured bank, such as Cambridgeport, and any of its affiliates is governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. Currently, a subsidiary of a bank that is not also a depository institution is not treated as an affiliate of the bank for purposes of Sections 23A and 23B, but the Federal Reserve Board has proposed a comprehensive regulation implementing Sections 23A and 23B, which would establish certain exceptions to this policy.

      Section 23A:

*

 

limits the extent to which the bank or its subsidiaries may engage in "covered transactions" with any one affiliate to an amount equal to 10% of such bank's capital stock and retained earnings, and limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and retained earnings; and

     

*

 

requires that all such transactions be on terms that are consistent with safe and sound banking practices.

      The term "covered transaction" includes the making of loans, purchase of assets, issuance of guarantees and other similar types of transactions. Further, most loans by a bank to any of its affiliates must be secured by collateral in amounts ranging from 100 to 130 percent of the loan amounts. In addition, any covered transaction by a bank with an affiliate and any purchase of assets or services by a bank from an affiliate must be on terms that are substantially the same, or at least as favorable to the bank, as those that would be provided to a non-affiliate.

      Effective April 1, 2003, the Federal Reserve Board, or FRB, is rescinding its interpretations of Sections 23A and 23B of the FRA and is replacing these interpretations with Regulation W. In addition, Regulation W makes various changes to existing law regarding Sections 23A and 23B, including expanding the definition of what constitutes an affiliate subject to Sections 23A and 23B and exempting certain subsidiaries of state-chartered banks from the restrictions of Sections 23A and 23B.

      Under Regulation W, all transactions entered into on or before December 12, 2002, which either became subject to Sections 23A and 23B solely because of Regulation W, and all transactions covered by Sections 23A and 23B, the treatment of which will change solely because of Regulation W, will become subject to Regulation W on July 1, 2003. All other covered affiliate transactions become subject to Regulation W on April 1, 2003. The Federal Reserve Board expects each depository institution that is subject to Sections 23A and 23B to implement policies and procedures to ensure compliance with Regulation W. We do not expect that the changes made by Regulation W will have a material adverse effect on our business.

      Community Reinvestment Act. Under the federal Community Reinvestment Act ("CRA"), any insured depository institution, including Cambridgeport Bank, has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires the FDIC, in connection with its examination of a savings bank, to assess the depository institution's record of meeting the credit needs of its community. The CRA also requires the FDIC to take such record into account when it evaluates applications by the institution, including applications for additional branches and acquisitions.

      The CRA requires the FDIC to provide a written evaluation of an institution's CRA performance utilizing a four-tiered descriptive rating system and requires public disclosure of an institution's CRA rating. Cambridgeport Bank received a "satisfactory" rating in its CRA examination conducted by the FDIC on October 16, 2002.

      Safety and Soundness Standards. Pursuant to the requirements of the FDICIA, as amended by the Riegle Community Development and Regulatory Improvement Act of 1994, each federal banking agency, including the FDIC, has adopted established general standards relating to internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, and

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compensation, fees and benefits. The FDIC requires an institution to maintain systems and practices to identify and manage the risks and exposures in accordance with the standards. The standards categorize excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal stockholder.

     In addition, FDIC regulations require a bank that it is not satisfying such safety and soundness standards to submit a compliance plan to the FDIC. If, after being notified by the FDIC of such non-compliance, a bank fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the FDIC may issue an order directing corrective and other actions. These actions may include those specified for a significantly undercapitalized institution under the "prompt corrective action" provisions of the FDICIA. If a bank fails to comply with such an order, the FDIC may seek to enforce such an order in judicial proceedings and to impose civil monetary penalties.

      Prompt Corrective Action. The FDICIA also established a system of prompt corrective action to resolve the problems of undercapitalized institutions. The FDIC, as well as the other federal banking regulators, adopted regulations governing the supervisory actions that may be taken against undercapitalized institutions. The regulations establish five categories, consisting of "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized."

      The severity of the action authorized or required to be taken under the prompt corrective action regulations increases as a bank's capital decreases within the three undercapitalized categories. All banks are prohibited from paying dividends or other capital distributions or paying management fees to any controlling person if, following such distribution, the bank would be undercapitalized.

      Loans to a Bank's Insiders. A bank's loans to its executive officers, directors, any owner of 10% or more of its stock (each, an "insider") and any entities affiliated with an insider are subject to the conditions and limitations imposed by Section 22(h) of the Federal Reserve Act and the Federal Reserve Board's Regulation O. Under these restrictions, the aggregate amount of the loans to any insider and any entities affiliated with such insider may not exceed the loans-to-one-borrower limit applicable to national banks, which is comparable to the loans-to-one-borrower limit applicable to Cambridgeport Bank's loans. (See "Massachusetts Banking Regulation - Loans-to-One Borrower Limitations.") All loans by a bank to all insiders and their affiliates in the aggregate may not exceed the bank's unimpaired capital and unimpaired retained earnings. Generally, such loans must be made on substantially the same terms as, and follow credit underwriting procedures that are n ot less stringent than, those that are prevailing at the time for comparable transactions with other persons. An exception is made for extensions of credit made pursuant to a benefit or compensation plan of a bank that is widely available to employees of the bank and that does not give any preference to insiders of the bank over other employees of the bank.

      Section 402 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, prohibits the extension of personal loans to directors and executive officers of issuers (as defined in Sarbanes-Oxley). The prohibition, however, does not apply to mortgages advanced by an insured depository institution, such as the Bank, that are subject to the insider lending restrictions of Section 22(h) of the FRA.

Holding Company Regulation

      Port Financial Corp. is regulated as a bank holding company. Bank holding companies are subject to examination, regulation and periodic reporting under the Bank Holding Company Act, as administered by the Federal Reserve Board. The Federal Reserve Board has adopted minimum capital adequacy requirements for bank holding companies, measured on a consolidated basis, that are substantially similar to those of the FDIC for Cambridgeport Bank. As of December 31, 2002, Port Financial Corp.'s total capital and Tier 1 capital ratios exceeded these minimum capital requirements.

      The activities of bank holding companies are generally limited to the business of banking, managing or controlling banks, and other activities that the Federal Reserve Board determines to be so closely related to banking or managing or controlling banks as to be properly incident thereto. In addition, a bank holding company whose controlled depository institutions are all "well capitalized" and "well managed," as defined in FRB Regulation Y, and have all received satisfactory CRA ratings, can declare itself to be a "financial holding company". A financial holding company may engage in a broader spectrum of activities than those generally permitted to bank holding companies. These activities include insurance underwriting and brokerage (including annuities), and underwriting and dealing securities without a revenue limit and without limits on the amounts of equity securities it may hold in

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conducting its underwriting and dealing activities. If a financial holding company does not continue to meet the requirements for financial holding company status, depending on the requirements it fails to meet, it may not be permitted to undertake new activities or acquisitions that are financial in nature and it may lose the ability to conduct activities that are not generally permissible for bank holding companies. The Company has not elected to be regulated as a financial holding company, but may elect to do so in the future.

      Regulations of the Federal Reserve Board provide that a bank holding company must serve as a source of strength to any of its subsidiary banks and must not conduct its activities in an unsafe or unsound manner. Under the prompt corrective action provisions of the FDICIA, a bank holding company parent of an undercapitalized subsidiary bank would be directed to guarantee, within limitations, the capital restoration plan that is required of such an undercapitalized bank. See "Federal Banking Regulation - Prompt Corrective Action" above. If an undercapitalized bank fails to file an acceptable capital restoration plan or fails to implement an accepted plan, the Federal Reserve Board may prohibit the holding company of the undercapitalized bank from paying any dividend or making any other form of capital distribution.

      As a bank holding company, Port Financial Corp. is required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval is required for Port to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after giving effect to such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of such bank or bank holding company.

      Subject to certain limitations and restrictions, a bank holding company, with the prior approval of the Federal Reserve Board, may acquire an out-of-state bank. Banks in states that do not prohibit out-of-state mergers may merge with other banks only after receiving the approval of the appropriate federal bank regulatory agency. A national or state bank may establish a de novo branch out of state if such branching is expressly permitted by the other state.

      Securities and Exchange Commission Availability of Filings on Company Web Site. Under the Securities Exchange Act of 1934 Sections 13 and 15(d), periodic and current reports must be filed with the Securities and Exchange Commission ("SEC"). The Company electronically files the following reports with the SEC: Form 10-K (Annual Report), 10-Q (Quarterly Report), DEF 14A (Proxy Statement), and Form S-3 and 8-A (Registration Statements. The Company may also file additional forms. The SEC maintains an internet site, www.sec.gov, in which all forms filed electronically may be accessed. Additionally, all forms filed with the SEC and additional shareholder information is available free of charge on the Company's website: www.PortFinancial.Net

Change in Control Regulations

      Federal Restrictions. Under the federal Change in Bank Control Act, any person (including a company or a group acting in concert) seeking to acquire 10% or more of the outstanding shares of Port's common stock is required to submit prior notice to the Federal Reserve Board, unless the Federal Reserve Board has found that the acquisition of such shares will not result in a change in control of Port. Under the Bank Holding Company Act, the Federal Reserve Board has 60 days within which to act on such a notice, taking into consideration such factors as the financial and managerial resources of the acquirer, the convenience and needs of the communities served by Port and Cambridgeport Bank, and the anti-trust effects of the acquisition. Under the Bank Holding Company Act, any company would be required to obtain prior approval from the Federal Reserve Board before it may obtain "control" of Port. The term "control" is defined generally under th e Bank Holding Company Act to mean the ownership or power to vote 25% or more of any class of voting securities of an institution, or the ability to control in any manner the election of a majority of the institution's directors.

      Massachusetts Restrictions. Under the Massachusetts banking laws, the prior approval of the Division is required before any person may acquire a Massachusetts bank holding company, such as Port Financial Corp. For this purpose, the term "person" is defined broadly to mean a natural person or a corporation, company, partnership, or any other form of organized entity. The term "acquire" is defined differently for an existing bank holding company and for other companies or persons. A bank holding company will be treated as "acquiring" a Massachusetts bank holding company if it acquires more than 5% of any class of the voting shares. Any other person will be treated as "acquiring" a Massachusetts bank holding company if it acquires ownership or control of more than 25% of any class of the voting shares.

<PAGE>  9

Federal Securities Law

      The common stock of Port Financial Corp. is registered with the SEC under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the Exchange Act.

USA PATRIOT Act

      In response to the events of September 11th, President George W. Bush signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, on October 26, 2001. The USA PATRIOT Act gives the federal government new powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.

      Among other requirements, Title III of the USA PATRIOT Act imposes the following requirements with respect to financial institutions:

*

 

Pursuant to Section 352, all financial institutions must establish anti-money laundering programs that include, at minimum: (i) internal policies, procedures, and controls, (ii) specific designation of an anti-money laundering compliance officer, (iii) ongoing employee training programs, and (iv) an independent audit function to test the anti-money laundering program. Interim final rules implementing Section 352 were issued by the Treasury Department on April 29, 2002. Such rules state that a financial institution is in compliance with Section 352 if it implements and maintains an anti-money laundering program that complies with the anti-money laundering regulations of its federal functional regulator. Port Financial is in compliance with the OTS's anti-money laundering regulations.

     

*

 

Pursuant to Section 326, on July 23, 2002 the Secretary of the Department of Treasury, in conjunction with other bank regulators, issued a Proposed Rule that provides for minimum standards with respect to customer identification and verification. On July 23, 2002, the OTS and the other federal bank regulators jointly issued proposed rules to implement Section 326. The proposed rules require financial institutions to establish a program specifying procedures for obtaining identifying information from customers seeking to open new accounts. This identifying information would be essentially the same information currently obtained by most financial institutions for individual customers generally. A financial institution's program would also have to contain procedures to verify the identity of customers within a reasonable period of time, generally through the use of the same forms of identity verification currently in use, such as through driver's licenses, passports, credit reports and other sim ilar means.

     

*

 

Section 312 requires financial institutions that establish, maintain, administer, or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) to establish appropriate, specific, and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering. Interim rules under Section 312 were issued by the Treasury Department on July 23, 2002. The interim rules state that a due diligence program is reasonable if it comports with existing best practices standards for banks that maintain correspondent accounts for foreign banks and evidences good faith efforts to incorporate due diligence procedures for accounts posing increased risk of money laundering. In addition, an enhanced due diligence program is reasonable if it comports with best practices standards and focuses enhanced due diligence measures on those co rrespondent accounts posing a particularly high risk of money laundering based on the bank's overall assessment of the risk posed by the foreign correspondent bank. Finally, a private banking due diligence program must be reasonably designed to detect and report money laundering and the existence of proceeds of foreign corruption. Such a program is reasonable if it focuses on those private banking accounts the present a high risk of money laundering.

<PAGE>  10

*

 

Effective December 25, 2001, financial institutions are prohibited from establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and will be subject to certain recordkeeping obligations with respect to correspondent accounts of foreign banks.

     

*

 

Bank regulators are directed to consider a holding company's effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.

Although we anticipate that we will incur additional expense in complying with the provisions of the USA PATRIOT Act and the resulting regulations, management does not expect that such compliance will have a material impact on our results of operations or financial condition.

The Sarbanes-Oxley Act

      On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act implements a broad range of corporate governance and accounting measures for public companies designed to promote honesty and transparency in corporate America and better protect investors from the type of corporate wrongdoing that occurred in Enron, WorldCom and similar companies. The Sarbanes-Oxley Act's principal legislation includes:

*

 

the creation of an independent accounting oversight board;

     

*

 

auditor independence provisions which restrict non-audit services that accountants may provide to their audit clients;

     

*

 

additional corporate governance and responsibility measures, including the requirement that the chief executive officer and chief financial officer certify financial statements;

     

*

 

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;

     

*

 

an increase the oversight of, and enhancement of certain requirements relating to audit committees of public companies and how they interact with the company's independent auditors.

     

*

 

requirement that audit committee members must be independent and are absolutely barred from accepting consulting, advisory or other compensatory fees from the issuer;

     

*

 

requirement that companies disclose whether at least one member of the committee is a "financial expert" (as such term will be defined by the Securities and Exchange Commission) and if not, why not;

     

*

 

expanded disclosure requirements for corporate insiders, including accelerated reporting of stock transactions by insiders and a prohibition on insider trading during pension blackout periods;

     

*

 

a prohibition on personal loans to directors and officers, except certain loans made by insured financial institutions;

     

*

 

disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;

     

*

 

mandatory disclosure by analysts of potential conflicts of interest; and

     

*

 

a range of enhanced penalties for fraud and other violations.

      Although we anticipate that we will incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, management does not expect that such compliance will have a material impact on our results of operations or financial condition.

<PAGE>  11

Competition

      The Company faces intense competition both in making loans and attracting deposits. Eastern Massachusetts has a high concentration of financial institutions, many of which are branches of large money center and regional banks that have emerged from the consolidation of the banking industry in Massachusetts and surrounding states. Some of these competitors have greater resources and therefore may offer services that Port and the Bank do not provide.

      Competition for loans comes from commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms. The most direct competition for deposits has historically come from commercial banks, savings banks, savings and loan associations and credit unions. The Bank faces additional competition for deposits from short-term money market funds and other corporate and government securities funds, and from brokerage firms and insurance companies.

Personnel

      As of December 31, 2002, the Company had 163 full-time employees and 36 part-time employees. The employees are not represented by a collective bargaining unit.

ITEM 2. PROPERTIES

      Port conducts business from its administrative center at 1380 Soldiers Field Road, Brighton, Massachusetts, and from its ten full-service banking offices. Port and certain administrative and operations departments of the Bank, including the Telebanking Center, occupy approximately 42,000 square feet of the 74,000 square-foot administrative center, which is owned by a subsidiary of the Bank. Tenants under long-term leases occupy the remainder of the building.

<PAGE>  12

      The Bank's headquarters and its main branch are located at 689 Massachusetts Avenue in Cambridge, in a three-story building owned by the Bank. The building contains approximately 40,000 square feet. An unaffiliated company occupies the upper two floors under a long-term lease. As of December 31, 2002, the Company's properties and leasehold improvements had an aggregate net book value of $20.6 million.

Location

Ownership

Year Opened

Lease or License Expiration (1)

       

Corporate Headquarters

Owned

2000

-

1380 Soldiers Field Road

     

Brighton, MA 02135

     
       

Bank Headquarters/Main Office:

     

689 Massachusetts Avenue

Owned

1903

-

Cambridge, MA 02139

     
       

Branch Offices:

     

1751 Massachusetts Avenue

Leased

1978

2013

Lexington, MA 02420

     
       

522 Main Street

Leased

1980

2009

Winchester, MA 01890

     
       

Harvard Square Office

Leased

1985

2016

1290 Massachusetts Avenue

     

Cambridge, MA 02139

     
       

177 Linden Street

Leased

1994

2008

Wellesley, MA 02482

     
       

1243 Centre Street

Leased

1995

2010

Newton, MA 02459

     
       

133 Chapel Street

Leased

1995

2015

Needham, MA 02492

     
       

860 Massachusetts Avenue

Leased

2000

2015

Arlington, MA 02476

     
       

315 Harvard Street

Leased

2002

2016

Brookline, MA 02446

     
       

Supermarket Offices:

     

150 W. Central Street

Leased

1997

2004

Natick, MA 01760

     
       

338 Washington Street

Licensed

1997

2008

Westwood, MA 02090

     
       

Other general office space:

     

2150 Washington Street

Leased

1998

2003

Newton, MA 02462 (2)

     

___________________

(1)

 

Lease expiration dates assume all options to extend lease terms are exercised.

     

(2)

 

This office is currently subleased to an unaffiliated company through the lease term, which expires on September 30, 2003. The Company does not intend to extend this lease after the expiration period.

<PAGE>  13

ITEM 3. LEGAL PROCEEDINGS

      Neither the Company nor the Bank is involved in any pending legal proceeding other than routine legal proceedings occurring in the ordinary course of business. The Company believes that these routine legal proceedings, in the aggregate, are immaterial to its financial condition and results of operation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted to security holders, through the solicitation of proxies or otherwise, during the quarter ended December 31, 2002.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Port's common stock is traded under the symbol "PORT" on the Nasdaq National Market. At December 31, 2002, its common stock closed at $44.60 per share. At March 12, 2003, there were 5,287,401 shares of Port Financial Corp.'s common stock outstanding, which were held of record by approximately 1,889 stockholders, not including persons or entities who hold the stock in nominee or "street" name through various brokerage firms.

      Management and the Board of Directors frequently review the Company's cash dividend payout policy. The Board of Directors considers paying dividends, dependent on the results of operations and financial condition of Port, tax considerations, industry standards, economic conditions, regulatory restrictions and other factors. Port's ability to pay dividends also may depend on the dividends it receives from its subsidiary, Cambridgeport Bank. Dividend payments from the Bank are subject to regulations including the Bank's continued compliance with all regulatory capital requirements and its overall financial health.

      On January 28, 2003, the Board of Directors of Port Financial Corp. declared a quarterly cash dividend of $.20 per share of common stock, which was paid on February 21, 2002 to shareholders of record on February 7, 2002.

      The table below shows the high and low sales price during the periods indicated as well as dividends declared per share. The information set forth in the table below was provided by the Nasdaq Stock Market. Such information reflects interdealer prices without retail mark-up or mark-down, and may not represent actual transactions.

 

         Price Range         

Dividends

   For the Fiscal Year Ended December 31, 2002

High

Low

 

   Fourth Quarter ended December 30, 2002

$45.27

$37.50

$.18

   Third Quarter ended September 30, 2002

  40.85

  35.50

  .15

   Second Quarter ended June 30, 2002

  40.09

  30.05

  .15

   First Quarter ended March 31, 2002

  32.68

  24.58

  .10

 

         Price Range         

Dividends

   For the Fiscal Year Ended December 31, 2001

High

Low

 

   Fourth Quarter ended December 30, 2001

$28.39

$22.20

$.07

   Third Quarter ended September 30, 2001

  23.88

  19.92

  .07

   Second Quarter ended June 30, 2001

  20.25

  17.75

  .05

   First Quarter ended March 31, 2001

  20.25

  17.06

  .05

<PAGE>  14

ITEM 6. SELECTED FINANCIAL AND OTHER DATA

      The summary information presented below at or for each of the years presented is derived in part from the consolidated financial statements of Port Financial Corp. The following information is only a summary and should be read in conjunction with the consolidated financial statements and notes beginning on page F-1.

 

                                  At December 31,                                   

 

2002

2001

2000

1999

1998

 

(In thousands)

Selected Financial Data:

         
           

Total assets.

$1,469,265

$1,138,210

$1,004,669

$762,741

$678,087

    Loans, net(1)

850,061

776,220

688,205

577,029

496,390

    Investment securities available for sale

509,504

265,495

181,196

131,647

144,829

    Investment securities held to maturity

39,807

14,444

22,332

-

-

    Deposits (2)

1,160,528

888,519

809,822

621,319

568,075

    Federal Home Loan Bank advances

175,566

115,249

35,801

55,891

27,066

    Stockholders' equity/retained earnings

121,093

123,398

152,053

79,130

76,088

    Allowance for loan losses

10,007

9,321

8,059

7,081

6,633

    Non-performing assets

361

133

134

128

963

 

 

For the Years Ended
                                  December 31,                                   

 

2002

2001

2000

1999

1998

 

(In thousands)

Selected Operating Data:

         
           

Interest and dividend income

$   81,358

$   69,636

$   62,398

$   49,971

$   48,656

Interest expense

     36,238

     34,748

     32,703

     25,706

     25,880

Net interest income

45,120

34,888

29,695

24,265

22,776

Provision for loan losses

          650

       1,225

          916

          740

       1,760

Net interest income after provision for

44,470

33,663

28,779

23,525

21,016

  loan losses

         

Total non-interest income

5,396

7,296

2,559

3,059

3,571

Total non-interest expenses

     28,336

     24,790

     22,290

     19,620

     18,042

Income before provision for income taxes

21,530

16,169

9,048

6,964

6,545

Provision for income taxes

       7,951

       5,803

       3,147

       2,190

       2,357

Net income

$   13,579

$   10,366

$     5,901

$     4,774

$     4,188

           

Basic earnings per share

$     2.85

$    1.74

N/A

N/A

N/A

Diluted earnings per share

$     2.72

$    1.71

N/A

N/A

N/A

___________________

(1)

 

Loans include loans held for sale and are shown net of deferred loan fees and allowance for loan loss.

     

(2)

 

Includes mortgagor's escrow payments.

<PAGE>  15

 

        At or for the Years Ended December 31,         

 

2002

2001

2000

1999

1998

     

Selected Financial Ratios and Other Data

         

Performance Ratios:

         

Return on average assets

1.03%

1.01%

0.67%

0.67%

0.63%

Return on average equity

11.95   

7.69   

4.60   

6.34   

5.93   

Average equity to average assets

8.58   

13.15   

14.65   

10.56   

10.71   

Equity to total assets at end of period

8.24   

10.84   

15.13   

10.37   

11.22   

Average interest rate spread

3.18   

2.89   

2.77   

2.98   

2.94   

           

Net interest margin(3)

3.53   

3.56   

3.56   

3.53   

3.56   

Average interest-earning assets to average

111.54   

117.79   

120.10   

114.71   

115.32   

  interest-bearing liabilities

         
           

Total non-interest expense to average assets

2.14   

2.42   

2.55   

2.76   

2.73   

Efficiency ratio(4)

56.09   

58.77   

69.11   

71.81   

68.64   

Dividend payout ratio

21.14   

14.12   

N/A   

N/A   

N/A   

           

Regulatory Capital Ratios:

         

Regulatory Tier 1 leverage capital

7.58   

10.56   

15.37   

10.42   

10.66   

Tier 1 risk-based capital

15.41   

18.33   

24.83   

17.51   

18.74   

Total risk-based capital

17.14   

20.05   

26.50   

19.29   

20.54   

           

Asset Quality Ratios:

         

Non-performing loans as a percent of total loans

0.04   

0.02   

0.02   

0.02   

0.19   

Non-performing assets as a percent of total assets

0.02   

0.01   

0.01   

0.02   

0.14   

Allowance for loan losses as a percent of total loans

1.18   

1.19   

1.16   

1.21   

1.32   

           

Number of:

         

Full-service offices

11   

10   

11   

10   

10   

Telebanking Center

1   

1   

1   

1   

1   

Full-time equivalent employees

180   

191   

196   

193   

179   

___________________

(3)

 

Net interest margin represents net interest income as a percentage of average interest-earning assets.

     

(4)

 

The efficiency ratio represents the ratio of non-interest expenses divided by the sum of net interest income and non-interest income excluding gains or losses on sales of investments and provision for loan losses.

<PAGE>  16

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Years Ended 2002, 2001, and 2000

      The following discussion and analysis of financial condition and results of operations of the Company and its subsidiaries should be read in conjunction with the consolidated financial statements and accompanying notes and selected statistical information incorporated by reference.

Critical Accounting Policies

      The Company's significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 14 of this Form 10-K. The Company considers the following accounting policies to be most critical in their potential effect on its financial position or results of operations:

Allowance for Loan Losses

      The allowance for loan losses is established through a charge to the provision for loan losses, which are made in order to reserve for estimated future loan losses. The allowance for loan losses represents a significant estimate. Therefore, the Company regularly reviews the adequacy of the allowance by assessing such factors as: changes in the mix and size of the loan portfolio; trends in portfolio credit quality including payment delinquencies and loan charge-offs; and other economic conditions or events that may affect a borrower's ability to repay. The Company's methodology with respect to the assessment of the adequacy of the allowance for loan losses is more fully discussed on pages 24-25 of Management's Discussion and Analysis.

Income Taxes

      The Company must estimate income tax expense for each period for which a statement of operations is presented. This involves estimating the Company's actual current tax exposure as well as assessing temporary differences resulting from differing treatment of items, such as timing of the deduction of expenses for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Company's consolidated balance sheets. The Company must also assess the likelihood that any deferred tax assets will be recovered from future taxable income and establish a valuation allowance for those assets determined to not likely be recoverable. Management judgement is required in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. As of December 31, 2002, there were no valuation allowances set aside against any deferred tax assets.

Interest Income Recognition

      Interest on loans is included in income as earned based upon interest rates applied to unpaid principal. Interest is not accrued on loans 90 days or more past due unless the loans are adequately secured and in the process of collection. Interest is not accrued on other loans when management believes collection is doubtful. All loans considered impaired are nonaccruing. Interest on nonaccruing loans is recognized as payments are actually received and when the ultimate collectibility of interest is no longer considered doubtful. When a loan is placed on nonaccrual status, all unpaid interest previously accrued is reversed against current-period interest income.

General

      Port's operating results reflect earnings on its investments and the net income of its principal operating subsidiary, Cambridgeport. Cambridgeport's results of operations depend primarily on net interest income. Net interest income is the difference between the income earned on interest-earning assets and the interest paid on interest-bearing liabilities. Interest-earning assets consist of residential mortgage loans including home equity loans, commercial mortgage loans, consumer loans, mortgage-backed securities, other investment securities and interest-bearing cash balances. Interest-bearing liabilities include certificates of deposit, savings, money market and NOW account deposits, and borrowings from the Federal Home Loan Bank of Boston. The Company's operating results also depend on the provision for loan losses, non-interest income, and non-interest expense. Non-interest expense includes salaries and employee benefits, occupancy expenses a nd other general and administrative expenses. Non-interest income includes service fees and charges.

<PAGE>  17

      Port's results of operations may be affected significantly by economic and competitive conditions in its market area and elsewhere, including government policies, actions of regulatory authorities, and other events that may have an influence on interest rates. Future changes in applicable laws, regulations or government policies may materially impact the Company and the Bank. Furthermore, much of the Bank's loan portfolio is concentrated in loans secured by real estate located in the Boston metropolitan area.

      The Company's total assets increased $331.1 million, or 29.1%, to $1.47 billion at December 31, 2002, from $1.14 billion at December 31, 2001. This asset growth included a $73.8 million increase in net loans and loans held for sale, nearly all of which were secured by residential or commercial real estate. Asset growth also included an increase of $273.5 million in investment securities, including mortgage-backed securities.

      Asset growth was funded by deposits, which rose by $272.0 million, or 30.6%, to $1.16 billion at December 31, 2002, and by an increase in Federal Home Loan Bank borrowings of $60.3 million, or 52.3%. During 2002, the Bank focused its marketing efforts on acquiring new core deposit and loan relationships. The Bank's Money Manager Checking Account marketing campaign began in April, offering a premium-rate checking account to high balance checking account customers. The promotion offered a rate of 4%, guaranteed through September 30, 2002. This promotion was the primary reason for the deposit growth during 2002.

      Total stockholders' equity at December 31, 2002 was $121.1 million, a reduction of $2.3 million from $123.4 million at December 31, 2001. The Company repurchased a total of 593,365 shares during 2002 at a total cost of $21.6 million, which reduced stockholders' equity. The effect of these repurchases on stockholders' equity was partially offset by increases of $10.7 million in retained earnings and $5.0 million in accumulated other comprehensive income.

FINANCIAL CONDITION

Investment Portfolio

      Port's investment policy provides that its investment portfolio be used to limit the Company's exposure to interest rate changes, to generate a favorable return without incurring undue credit risk and to maintain adequate levels of liquidity. Therefore, short and intermediate term government, government agency, and investment grade (rated "A" or better) corporate fixed income securities comprise $538.8 million of the portfolio as of December 31, 2002. Other marketable equity securities of $10.5 million include shares of Cambridge Bancorp, whose principal subsidiary is Cambridge Trust Company. Additional equity holdings include investment in the Federal Home Loan Bank of Boston and the Savings Bank Life Insurance Company.

      The Company believes that the credit quality of the portfolio is high, with 96% of the fixed income portfolio invested in securities issued or guaranteed by U.S. Government Agencies as of December 31, 2002. These include securities that are backed by residential mortgages, which are predominately adjustable-rate mortgages. The mortgage-backed securities portfolio also includes securities backed by 5-year and 7-year balloon mortgages. The entire principal balance of a balloon mortgage is due prior to the completion of the normal 30-year amortization schedule. The remaining 4% of the fixed income portfolio consists of corporate bonds with maturities of less than five years. The amortized cost of the securities that mature or reprice within five years is $81.1 million or 15.1% of the total fixed income securities portfolio.

<PAGE>  18

The following table sets forth the composition of the investment securities portfolio at the dates indicated.

 

                                                At December 31,                                                 

 

                2002                

                2001                

                2000                

 

Amortized
Cost   

Fair 
Value

Amortized
Cost   

Fair 
Value

Amortized
Cost   

Fair 
Value

 

(Dollars in thousands)

Investment securities available for sale:

           

    Federal agency securities

$   59,127

$   59,769

$   24,759

$   25,358

$   51,123

$   51,427

    Other debt securities

21,000

21,436

57,039

58,908

66,112

66,859

    Mortgage-backed securities

408,228

417,798

171,950

173,012

45,126

45,436

    Collateralized Mortgage obligations

             -

             -

             -

             -

     10,012

     10,078

        Total investment securities

   488,355

   499,003

   253,748

   257,278

   172,373

   173,800

             

    Marketable equity securities

     2,795

     10,501

       1,645

       8,217

       1,844

       7,396

        Total securities available for sale

   491,150

   509,504

   255,393

   265,495

   174,217

   181,196

             

Investment securities held to maturity:

           

    Federal agency securities

  5,000

  5,005

  12,000

  12,042

  19,000

  19,019

    Mortgage-backed securities

     34,807

     35,605

       2,444

       2,583

       3,332

       3,423

        Total securities held to maturity

     39,807

     40,610

     14,444

     14,625

     22,332

     22,442

             

    Total securities

$ 530,957

$ 550,114

$ 269,837

$ 280,120

$ 196,549

$ 203,638

             

Federal Home Loan Bank stock

10,196

10,196

6,273

6,273

4,951

4,951

             

Savings Bank Life Insurance stock

1,934

1,934

1,934

1,934

1,934

1,934

<PAGE>  19

      The following table sets forth the amortized cost and fair value of mortgage-backed and mortgage-related securities, which are classified as available for sale or held to maturity as of the dates indicated.

 

 

                                                             At December 31,                                                              

 

                       2002                       

                       2001                       

                       2000                       

 

Amortized
Cost

Percent of
Total

Fair Value

Amortized
Cost

Percent of
Total

Fair Value

Amortized
Cost

Percent of
Total

Fair Value

 

(Dollars in thousands)

Mortgage-backed and mortgage-related

                 

  securities available for sale:

                 

Ginnie Mae

$  71,719

17.57%

$  72,444

$    6,991

4.07%

$    7,054

$10,420

18.90%

$10,351

Fannie Mae

224,548

55.00   

231,165

112,495

65.42   

113,022

24,032

43.59   

24,263

Freddie Mac

111,961

27.43   

114,189

52,464

30.51   

52,936

10,674

19.36   

10,822

Collateralized mortgage obligations

             -

         -   

             -

         -   

             -

         -   

  10,012

  18.15   

  10,078

      Total mortgage-backed and mortgage-

                 

        related securities available for sale

$408,228

100.00%

$417,798

$171,950

100.00%

$173,012

$55,138

100.00%

$55,514

                   

Mortgage-backed and mortgage-related

                 

  securities held to maturity:

                 

Fannie Mae

$  34,807

100.00%

$  35,605

$    2,444

100.00%

$    2,583

$  3,332

100.00%

$  3,423

      Total mortgage-backed and mortgage-

                 

        related securities held to maturity

$  34,807

100.00%

$  35,605

$    2,444

100.00%

$    2,583

$  3,332

100.00%

$  3,423

<PAGE>  20

      The composition and maturities of the investment securities portfolio (debt securities) and the mortgage-backed securities portfolio at December 31, 2002 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or redemptions that may occur.

 


One Year or Less

More than One Year
Through Five Years

More than Five Years
Through Ten Years


More than Ten Years


              Total Securities              

 


Amortized
Cost

Weighted
Average
Yield


Amortized
Cost

Weighted
Average
Yield


Amortized
Cost

Weighted
Average
Yield


Amortized
Cost

Weighted
Average
Yield


Amortized
Cost


Market

Value

Weighted
Average
Yield

 

(Dollars in thousands)

Investment securities

                     

 available for sale:

                     

    Federal agency securities

$  5,001

3.24%

$41,126

3.09%

$  13,000

5.38%

$           -

-%

$  59,127

$  59,769

3.60%

    Other debt securities

17,007

7.22   

3,993

6.33   

-

-

-

-   

21,000

21,436

7.05   

    Mortgage-backed securities

       608

6.50   

    8,381

4.81   

  162,978

4.71

  236,261

5.08   

  408,228

  417,798

4.93   

      Total securities available

                     

       for sale

  22,616

6.32   

  53,500

3.60   

  175,978

4.76

  236,261

5.08   

  488,355

  499,003

4.86   

                       

Investment securities held to

                     

 maturity:

                     

    Federal agency securities

5,000

1.68   

-

-   

-

-

-

-   

5,000

5,005

1.68   

    Mortgage-backed securities

           -

-   

           -

-   

    24,815

5.06

      9,992

4.91   

    34,807

    35,605

5.02   

    Total securities held to

                     

     maturity

    5,000

1.68   

           -

-   

    24,815

5.06

      9,992

4.91   

    39,807

    40,610

4.60   

                       

      Total

$27,616

5.48%

$53,500

3.60%

$200,793

4.79%

$246,253

5.07%

$528,162

$539,613

4.84%

<PAGE>  21

Loan Portfolio

      The Bank provides one- to-four-family residential first mortgage loans, home equity loans and credit lines, commercial real estate loans, construction loans, consumer loans and commercial business loans. The Bank's loan policy establishes underwriting standards to address the risks of these types of loans, including maximum loan-to-value ratios for various collateral categories. The policy also contains lending authority guidelines by loan type. All commercial real estate must be approved by the Credit Committee, which consists of the Chief Executive Officer, the Executive Vice President, the Chief Financial Officer and two outside members of the Board of Directors. Minutes of the weekly Credit Committee meetings list all approved loans. At its monthly meetings, the Bank's Board of Directors reviews the Credit Committee minutes as well as summaries of all Credit Committee loan approvals. The Bank's lending strategy emphasizes real estate financi ng, and the importance of staffing key officer, management and director positions with individuals who have many years of commercial and residential lending experience in Eastern Massachusetts, and who are well-known in the marketplace.

      As part of its strategy to limit exposure to interest rate fluctuations, the Bank generally sells most 30-year fixed rate residential loans it originates, and retains most adjustable rate loans and its Express Mortgage loans. Express Mortgages are 10-year and 15-year fully amortizing fixed rate first mortgage loans. At December 31, 2002, the gross loan portfolio totaled $860.1 million, up $74.5 million, or 9.5%, from the 2001 year-end balance of $785.6 million. At the end of 2002, 73.0% of total loans were scheduled to mature or reprice within five years.

      Loans collateralized by real estate represented $856.2 million, or 99.6% of total gross loans at the end of 2002, compared to $780.6 million, or 99.4%, at the end of 2001. Residential first mortgage loans of $482.3 million comprised 56.1% of the December 31, 2002 loan portfolio, up from 52.6% at the end of 2001. Of the total residential mortgage portfolio, $102.5 million represented Express Mortgages at December 31, 2002 compared to a balance of $57.8 million at December 31, 2001. Declining residential mortgage rates during 2002 produced strong demand from homeowners interested in refinancing into fixed rate mortgages, including both Express and 30-year mortgages.

      Commercial real estate and commercial construction loan balances of $297.2 million were up $19.9 million, or 7.2%, over the year-end 2001 balance of $277.3 million. The percentage of the gross loan portfolio represented by commercial real estate and construction loans declined from 35.3% at the end of 2001 to 34.6% at the end of 2002. Within the December 31, 2002 commercial real estate portfolio balance, loans secured by multi-unit residential buildings represent the largest segment, $98.8 million, or 33.8% of the total portfolio, compared to $84.2 million, or 31.7% of the total portfolio balance at December 31, 2001. The next two largest segments, by collateral type, are loans secured by mixed office/retail properties and office buildings, representing 18.1% and 15.5% of the portfolio respectively. Loans secured by hospitality properties declined during 2002, from $16.8 million or 6.3% of the portfolio balance at the end of 2001, to $15.1 million or 5.1% of the portfol io at December 31, 2002. In addition to the pledged collateral, all hospitality loans are fully guaranteed by the property owners, and all are performing.

      Outstanding balances under home equity lines of credit were $76.8 million at December 31, 2002, representing a 14.8% decrease from $90.1 million at December 31, 2001. Home equity lines of credit balances represented 8.9% of total gross loans as of December 31, 2002 compared to 11.5% at year-end 2001. Many home equity customers took advantage of low interest rates during 2002 to combine their home equity outstandings with refinanced first mortgages.

      Loan portfolio balances at the end of 2001 were up $88.0 million, or 12.8%, from the end of 2000. All of the growth was in loans collateralized by real estate.

<PAGE>  22

      The following table presents the composition of the loan portfolio in dollar amounts and in percentages of the total portfolio at the dates indicated.

 

                                                                    At December 31,                                                                     

 

              2002              

              2001              

              2000              

              1999              

              1998              

 



Amount

Percent
Of
Total



Amount

Percent
of
Total



Amount

Percent
Of
Total



Amount

Percent
of
Total



Amount

Percent
of
Total

 

(Dollars in thousands)

Real estate loans:

                   

    Residential (1)

$482,279

56.07%

$413,201

52.60%

$354,341

50.89%

$297,709

50.97%

$247,205

49.14%

    Commercial

292,160

33.97   

265,854

33.84   

241,325

34.66   

212,833

36.44   

188,541

37.48   

    Home equity lines of credit

76,801

8.93   

90,105

11.47   

82,885

11.90   

62,458

10.68   

56,502

11.24   

    Construction and land

      5,000

    0.58   

    11,442

    1.46   

    11,458

    1.66   

      3,716

    0.64   

      2,741

    0.54   

        Total real estate loans

$856,240

  99.55%

$780,602

  99.37%

$690,009

  99.10%

$576,716

  98.73%

$494,989

  98.40%

                     

Other loans:

                   

    Commercial

1,078

0.13   

653

0.08   

1,083

0.16   

1,348

0.23  

724

    0.15   

    Consumer

      2,750

    0.32   

      4,286

    0.55   

      5,172

    0.74   

      6,046

    1.04   

      7,310

    1.45   

        Total other loans

      3,828

    0.45   

      4,939

    0.63   

      6,255

    0.90   

      7,394

    1.27   

      8,034

    1.60   

        Total gross loans

860,068

100.00%

785,541

100.00%

696,264

100.00%

584,110

100.00%

503,023

100.00%

                     

Less:

                   

    Allowance for loan losses

    10,007

 

      9,321

 

      8,059

 

      7,081

 

      6,633

 

        Total loans, net

$850,061

 

$776,220

 

$688,205

 

$577,029

 

$496,390

 

_________________________

(1) Includes loans held for sale.

<PAGE>  23

      The following table shows the repricing dates or contractual maturity dates of the Bank's loans as of December 31, 2002. The table does not reflect prepayments or scheduled principal amortization.

 

                                             At December 31, 2002                                             

 


Residential
Loans


Commercial
Real Estate

Home Equity
Line of
Credit

Construction
and Land
Loans


Commercial
Loans


Consumer
Loans



Totals

 

(In thousands)

Amounts due:

             

    Within one year

$  30,165

$  37,002

$76,801

$5,000

$   388

$2,004

$151,360

               

After one year:

             

    One to three years

79,445

56,491

-

-

320

676

136,932

    Three to five years

195,668

143,335

-

-

55

70

339,128

    Five to ten years

55,830

46,117

-

-

315

-

102,262

    Ten to twenty years

86,949

8,960

-

-

-

-

95,909

    Over twenty years

    34,222

         255

           -

         -

         -

         -

    34,477

        Total due after one year

  452,114

  255,158

           -

         -

     690

     746

  708,708

               

Total amount due:

$482,279

$292,160

$76,801

$5,000

$1,078

$2,750

$860,068

               

Less:

             

    Allowance for loan losses

           

    10,007

               

    Loans, net

           

$850,061

      The following table presents, as of December 31, 2002, the dollar amount of all loans contractually due or scheduled to reprice after December 31, 2003 and whether such loans have fixed interest rates or adjustable interest rates.

 

              Due After December 31, 2003              

 

Fixed

Adjustable

Total

 

(In thousands)

Real Estate Loans

     

    Residential

$159,245

$292,869

$452,114

    Commercial

    62,220

  192,938

  255,158

        Total real estate loans

  221,465

  485,807

  707,272

       

Other Loans

     

    Commercial

690

-

690

    Consumer

         746

             -

         746

        Total other loans

      1,436

             -

      1,436

       

Total loans

$222,901

$485,807

$708,708

<PAGE>  24

Loan Portfolio Quality

      One of the Company's operating objectives is to maintain a high level of asset quality. The Company believes that it sets sound credit standards for new loans and follows careful loan administration procedures. These practices and relatively favorable economic and real estate market conditions have resulted in low delinquency ratios and, in recent years, a low level of non-performing assets. The Company's policies require frequent monitoring of the status of the loan portfolio and monthly reporting to the Board of Directors and the Credit Committee. These management reports include information on delinquent loans and foreclosed real estate, as well as management's plans to cure any delinquent loans and to dispose of the foreclosed property.

      The Company generally stops accruing income when interest or principal payments are 90 days in arrears. It may stop accruing income on certain loans earlier than 90 days, when the collection of contractual interest or principal payments appears to be doubtful. When a loan is designated non-accrual, the Company reverses all unpaid interest that had previously been credited to income. If the Company receives a payment on a non-accrual loan, it may recognize a portion of that payment as interest income if the ultimate collectibility of principal is no longer in doubt. However, such loans would remain on non-accrual status. For a loan to return to accrual status the borrower must have made all past due interest and principal payments, and the full collection of principal and interest must no longer be in doubt.

      At December 31, 2002 and 2001, the Company classified approximately $361,000 and $133,000 respectively as non-accrual loans. The non-accrual loan balance at the end of 2002 included one residential mortgage totaling $283,000, with the remaining balance comprised of consumer loans; all non-accrual loans as of December 31, 2001 were consumer loans.

      Under the Company's loan policy, any non-accrual commercial real estate and commercial loans would be considered impaired. Impaired loans are individually assessed to determine whether the carrying value exceeds the fair value of the collateral or the present value of the cash flow generated from the underlying collateral. Smaller balance homogeneous loans that have been designated as non-accrual, such as residential mortgage loans, are evaluated collectively for impairment.

<PAGE>  25

      The following table presents information regarding non-accrual real estate loans, accruing loans delinquent 90 days or more, and foreclosed real estate as of the dates indicated. If all non-performing loans had been performing in accordance with their original terms and had been outstanding from the earlier of the beginning of the period or origination, the Company would have recorded interest income on these loans of approximately $25,000 for 2002, $14,000 for 2001, and $7,000 for 2000.

 

                        At December 31,                         

 

2002

2001

2000

1999

1998

 

(In thousands)

Non-accrual real estate loans

         

    Residential

$283   

$    -   

$    -   

$  32   

$290   

           

    Total non-accrual real estate loans

  283   

        -   

        -   

    32   

  290   

           

Other loans:

         

    Commercial

-   

-   

-   

-   

-   

    Consumer

    78   

  133   

  134   

    96   

      -   

         

    Total non-accrual other loans

    78   

  133   

  134   

    96   

       -   

           

Total non-accrual real estate and other loans

      -   

  133   

  134   

   128   

  290   

           

Accruing loans delinquent 90 days or more

      -   

      -   

      -   

      -   

  673   

           

Total non-performing loans

  361   

  133   

  134   

  128   

  963   

           

Foreclosed real estate, net

      -   

      -   

      -   

      -   

      -   

           

Total non-performing assets

  361   

  133   

  134   

  128   

  963   

           

Non-performing loans to total loans

0.04%

0.02%

0.02%

0.02%

0.19%

           

Non-performing assets to total assets

0.02%

0.01%

0.01%

0.02%

0.14%

Allowance for Loan Losses

      The Company maintains an allowance for loan losses through a provision that is charged to income. Management determines the adequacy of the allowance through regular monitoring of the loan portfolio, and quarterly assessments of the loss potential in the portfolio. Although it involves significant uncertainties, this review process takes into account historical loan loss experience, known and inherent risks in the loan portfolio, changes in categories with higher loss potential such as commercial real estate loans and jumbo residential mortgage loans and the estimated values of the underlying collateral. Management also considers the effects on the portfolio and its underlying collateral from economic and market trends. Management's methodology for assessing the adequacy of the allowance includes a review of the components, which include a formula allowance for performing loans and a specific allowance for any identified problem loans. Changes i n the volume and concentrations of performing loans affects the formula allowance and the allocation of the allowance among types of loans. Changes in the balance of impaired loans affect the specific allowance.

      The specific allowance incorporates the results of measuring impairment for specifically identified problem loans in accordance with SFAS No. 114, "Accounting By Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan--Income Recognition and Disclosures." In accordance with SFAS No.'s 114 and 118, the specific allowance reduces the carrying amount of the impaired loans to their estimated fair value. A loan is recognized as impaired when it is probable that principal and/or interest are not collectible in accordance with the loan's contractual terms. Measurement of impairment is based on the present value of anticipated future cash flows, fair value of collateral, or the loan's observable market price. Measurement of impairment does not apply to large groups of smaller balance homogeneous loans such as consumer installment and student loans. As of December 31, 2002, the Company had no impaired loans. At December 31, 2002 t he

<PAGE>  26

Company identified potential problems loans of $13.9 million not included in non-performing loans. Payments on these loans are all current as of December 31, 2002.

      The formula allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined, loans held for sale and loans that are secured by pledged deposits. Each quarter, the Bank prepares an allowance for loan loss worksheet which categorizes the loan portfolio by risk characteristics such as loan type and loan grade. Changes in the mix of loans and the internal loan grades affect the amount of the formula allowance. Loss factors are assigned to each category based on the Bank's assessment of each category's inherent risk. In determining the loss factors to apply to each loan category, the Bank considers historical losses, peer group comparisons, industry data and loss percentages used by banking regulators for similarly graded loans. Because the determination of future loss potential is inherently uncertain, a portion of the formula allowance is not allocated to any loan category. This non-specific reserve is maintained because the analysis of the economy, the business environment, and other external factors is inherently a subjective and imprecise process, and therefore the impact of such external factors on the portfolio can be precisely measured.

      For the fiscal year ended December 31, 2002, the Company increased the allowance for loan losses through a $650,000 provision for loan losses, based on an evaluation process described above. The provision, plus net recoveries totaling $36,000 of previously charged off loans, increased the allowance for loan losses to $10.0 million, from $9.3 million at the end of 2001. At December 31, 2002, the allowance represented 1.18% of total loans, net of loans held for sale and loans secured by cash deposits. This compares to 1.19% at the end of 2001. The $650,000 provision represented a decrease of $575,000 from the 2001 provision of $1.2 million. Management cited several factors in its decision to reduce the provision. First, the total loan growth, not including loans held for sale, of $62.4 million in 2002, was down from growth of $89.3 million the previous year. Second, growth in commercial real estate and construction loans was $19.9 million during 2002 compared to $24.5 mil lion during 2001. Third, the portion of the portfolio representing home equity lines of credit declined by $13.3 million during 2002; during 2001, the home equity lines of credit portfolio grew by $7.2 million. The allowance for loan losses as of December 31, 2002 as a percentage of total loans was 1.18%, essentially unchanged from 1.19% at December 31, 2001.

      The unallocated portion of the allowance was $1.2 million at December 31, 2002, $2.1 million at December 31, 2001 and $1.4 million at December 31, 2000. This represented 11.8% of the total allowance as of December 31, 2002, 22.0% as of December 31, 2001, and 17.9% as of December 31, 2000.

      Although the Company believes that the allowance for loan losses is adequate, future additions may be necessary if economic conditions, real estate values and other factors differ substantially from the current operating environment.

<PAGE>  27

The following table presents the activity in the allowance for loan losses and other ratios at or for the dates indicated.

 

                             At or for Years Ended December 31,                              

 

2002

2001

2000

1999

1998

 

(Dollars in thousands)

           

Balance at beginning of year

$    9,321   

$    8,059   

$    7,081   

$    6,633   

$    4,907   

           

Charge-offs:

         

    Residential

-   

(18)  

-   

-   

-   

    Commercial loans

-   

(2)  

-   

-   

-   

    Consumer loans

          (42)  

          (28)  

          (38)  

      (407)  

          (44)  

        Total charge-offs

          (42)  

          (48)  

          (38)  

      (407)  

          (44)  

           

Recoveries:

         

    Residential

      -   

-   

-   

5   

2   

    Commercial real estate

      -   

-   

-   

107   

3   

    Consumer loans

           78   

           85   

      100   

             3   

             5   

        Total recoveries

           78   

           85   

      100   

         115   

           10   

           

Net (charge-offs) recoveries

36   

37   

62   

(292)  

(34)  

           

Provision for loan losses

         650   

      1,225   

      916   

      740   

      1,760   

           

Balance at end of year

$  10,007   

$    9,321   

$    8,059   

$    7,081   

$    6,633   

           

Total loans receivable (1)

$845,427   

$782,666   

$694,527   

$582,875   

$498,194   

           

Average loans outstanding

$846,687   

$756,233   

$638,438   

$533,733   

$462,528   

           

Allowance for loan losses as a

         

  Percent of total loans receivable(1)

1.18%

1.19%

1.16%

1.21 %

1.33 %

           

Net loans (charged off) recoveries as a

         

  Percent of average loans outstanding

0.00%

0.00%

0.01%

(0.05)%

(0.01)%

(1) Does not include loans held for sale or passbook loans.

<PAGE>  28

The following tables set forth the allowance for loan losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans indicated

 

                                                                                  At December 31,                                                                         &n bsp;         

 

                   2002                   

                   2001                   

                   2000                   

                   1999                   

                   1998                   

Loan Category

Amount

Loan
Balances
by
Category

Percent
of Loans
in Each
Category
to Total
Loans

Amount

Loan
Balances
by
Category

Percent
of Loans
in Each
Category
to Total
Loans

Amount

Loan
Balances
by
Category

Percent
of Loans
in Each
Category
to Total
Loans

Amount

Loan
Balances
by
Category

Percent
of Loans
in Each
Category
to Total
Loans

Amount

Loan
Balances
by
Category

Percent
of Loans
in Each
Category
to Total
Loans

                               

Real estate-

                             

 mortgages:

                             

  Residential(1)

$  3,910

$545,362

64.51%

$3,171

$501,735

64.11%

$2,823

$436,403

62.85%

$2,352

$360,167

61.83%

$2,014

$299,865

60.24%

  Commercial

                             

   and land

4,793

297,160

35.15   

3,914

277,296

35.43   

3,552

252,783

36.41

3,042

216,549

37.17

2,703

191,282

38.42

                               

Commercial loans

17

1,078

0.13   

10

653

0.08   

17

1,083

0.16

22

1,348

0.23

11

724

0.15

Consumer

                             

 loans(2)

103

1,827

0.21   

176

2,979

0.38   

228

4,031

0.58

297

4,471

0.77

65

5,939

1.19

                               

Unallocated

    1,184

              -

         -   

  2,050

              -

         -   

  1,439

              -

         -   

  1,368

              -

         -   

  1,840

              -

         -   

                               

    Total allowance

                             

     for loan losses

$10,007

$845,427

100.00%

$9,321

$782,663

100.00%

$8,059

$694,300

100.00%

$7,081

$582,535

100.00%

$6,633

$497,810

100.00%

_________________________

(1)  Includes home equity lines of credit, excludes loans held for sale.

(2)  Excludes passbook loans.

<PAGE>  29

Deposits

      Deposit flows are influenced by a number of factors including general economic conditions, economic conditions in communities served by the Company's branches, the perceived strength of the stock market, prevailing interest rates and competition from other financial institutions. Most of the Company's deposits come from areas surrounding its branch offices. To attract and retain deposits, the Company utilizes a strategy that incorporates competitive pricing with high quality service. It determines deposit rates by evaluating competitors' pricing, the cost of obtaining funds from other sources, rates on U.S. Treasury securities and other related financial instruments.

      Total deposits rose by $272.0 million, or 30.6%, to $1.2 billion at December 31, 2002, from $888.5 million at the end of 2001. During 2002, the Company focused its branch strategy and marketing efforts on acquiring new consumer and small business core deposit relationships. The Money Manager Checking marketing campaign, which was introduced in March, offered a premium rate guaranteed through September 30, 2002. In September the Company introduced the Money Manager Savings account, a money market account available to checking account customers. As the Company reduced the rate on the Money Manager Checking account during the fourth quarter of 2002, many customers moved funds from Money Manager Checking into Money Manager Savings. The promotion was the primary reason for the deposit growth during 2002, which was also a period when customers were moving funds out of the stock market. This included 41.1% growth in NOW account balances, which rose from $112.5 million at Dece mber 31, 2001 to $158.7 million at the end of 2002, and 53.3% growth in money market account balances, from $334.7 million at the end of 2001 to $512.9 million at the end of 2002. Another reason for the deposit growth was the addition of a new branch office. In April, 2002 the Company opened a new banking office in Brookline, Massachusetts. At December 31, 2002, the Brookline branch had total deposit balances of $59.8 million.

      Demand deposit balances increased $3.8 million, to $62.1 million at December 31, 2002 from $58.2 million at the end of the previous year. Certificates of Deposit rose $34.7 million, to $361.8 million at the end of 2002 from $327.1 million at December 31, 2001. Savings account balances increased by $9.0 million, to $65.0 million at December 31, 2002 from $56.0 million at December 31, 2001. Balances in savings accounts have remained relatively stable over the past five years, despite market rate fluctuations and higher rate account promotions by Cambridgeport and its competitors.

      Year-end 2001 total deposits of $888.5 million represented an increase of $78.7 million over the December 31, 2000 total of $809.8 million. The growth included $51.7 million in demand and NOW account balances, most of which was in the Money Manager Checking account, and $18.5 million in time deposits.

<PAGE>  30

      The following table sets forth the distribution of deposit accounts, by account type, at the dates indicated.

 

                                                             At December 31,                                                              

 

                    2002                    

                    2001                    

                    2000                    

 

Amount

Percent

Weighted
Average
Rates

Amount

Percent

Weighted
Average
Rates

Amount

Percent

Weighted
Average
Rates

 

(Dollars in thousands)

                   

Demand and deposits (1)

$     62,078

5.35%

0.00%

$  58,232

6.55%

0.00%

$49,939

6.17%

0.00%

Now deposits

158,748

13.68   

0.87   

112,521

12.66   

1.04

69,101

8.53

0.96

Savings deposits

64,997

5.60   

1.00   

55,963

6.30   

1.49

51,864

6.40

1.79

Money market deposits

     512,924

    44.20   

2.12   

  334,686

  37.67   

2.42

330,297

40.79

5.44

    Total non-certificate

                 

     accounts

798,747

68.83   

1.61   

561,402

63.18   

1.80

501,201

61.89

3.90

                   

Certificate of deposit

                 

  Due within 1 year

160,914

13.87   

3.20   

220,749

24.84   

4.88

195,017

24.09

5.73

  Over 1 year through 3

                 

    years

176,559

15.21   

4.21   

93,974

10.58   

4.69

105,555

13.03

6.35

  Over 3 years

       24,308

    2.09   

4.49   

    12,394

    1.40   

5.62

8,049

0.99

6.31

    Total certificate

                 

     accounts

     361,781

  31.17   

3.78   

  327,117

  36.82   

4.85

308,621

38.11

5.96

                   

Total

$1,160,528

100.00%

2.29%

$888,519

100.00%

2.92%

$809,822

100.00%

4.69%

___________________

(1)  Includes mortgagor's escrow payments.

<PAGE>  31

      The following table summarizes deposit activity for the periods indicated.

 

                At December 31,                 

 

2002

2001

2000

 

(Dollars in thousands)

Balance at beginning of year

$   888,519

$809,822

$621,319

Net increase before interest credited (1)

242,678

47,554

157,766

Interest credited

       29,331

    31,143

    30,737

Balance at end of year

$1,160,528

$888,519

$809,822

       

      Total increase in deposit accounts

$272,009

$  78,697

$188,503

       

Percentage increase

30.61%

9.72%

30.34%

___________________

(1)  Includes mortgage escrow payments.

      At December 31, 2002, the Bank had $97.9 million in certificates of deposit with balances of over $100,000 and maturing as follows:

Maturity Period

Amount

Weighted
Average Rate

 

(Dollars in thousands)

   

Three months or less

$10,675

2.92%

Over three months through six months

9,119

3.10   

Over six months through 12 months

14,879

3.81   

Over 12 months

  63,243

4.39   

     

      Total

$97,916

4.02%

The following table sets forth, by interest rate ranges, information concerning certificates of deposit at December 31, 2002:

                                                                                           At December 31, 2002                                                                     &n bsp;                     

                                                                                              Period to Maturity                                                                  &nbs p;                           

Interest Rate Change

Less than
One Year

One to Two
Years

Two to Three
Years

More than
Three Years

Total

Percentage of
Total

 

(Dollars in thousands)

2.00% and below

$  12,947

$           -

$         -

$         -

$  12,947

3.58%

2.01% to 3.00%

103,536

12,812

1,761

98

118,207

32.67   

3.01% to 4.00%

11,572

21,798

15,180

3,688

52,238

14.44   

4.01% to 5.00%

10,191

103,418

2,344

20,008

135,961

37.58   

5.01% to 6.00%

5,694

9,829

1,901

514

17,938

4.96  

6.01% to 7.00%

16,974

1,047

5,835

-

23,856

6.59   

7.01% and above

             -

             -

       634

           -

         634

    0.18   

             

      Total

$160,914

$148,904

$27,655

$24,308

$361,781

100.00%

<PAGE>  32

Borrowings

      Deposits are the Company's primary source of funds; however, the Company may also use borrowings and other non-deposit sources of funds in order to acquire specific assets, fund asset growth that exceeds the level of deposits, and manage interest rate risk. Through the Bank, the Company may obtain funds from the Federal Home Loan Bank of Boston. The Bank increased borrowings from the Federal Home Loan Bank by $60.3 million to $175.5 million at December 31, 2002 from $115.2 million at December 31, 2001. These borrowings were sought to take advantage of low interest rates to increase intermediate-term and long-term funding. Included in the 2002 and 2001 figures were $13.1 million and $13.4 million, respectively, representing the remaining outstanding balance of a $14.5 million, 20-year advance used to finance the construction of the Company's administrative center.

      The following table sets forth information concerning balances and interest rates on borrowings from the Federal Home Loan Bank at the dates and for the periods indicated.

 

At or for the Year Ended
                        December 31,                         

 

2002

2001

2000

 

(Dollars in thousands)

Federal Home Loan Bank advances:

     
       

    Average balance outstanding

$146,362   

$  66,387   

$37,992   

    Maximum amount outstanding

     

      at any month-end during the period

205,508   

117,289   

59,266   

       

    Balance outstanding at end of the period

175,566   

115,249   

35,801   

       

    Weighted average interest rate

     

      during the period

4.65%

5.42%

5.14%

    Weighted average interest rate

     

      at end of period

4.11%

4.91%

6.38%

Stockholders' Equity

      The Company's equity decreased by $2.3 million from $123.4 million at December 31, 2001 to $121.1 million at December 31, 2002. This change resulted primarily from share repurchases during the year, partially offset by increases in retained earnings and accumulated other comprehensive income. During 2002, the Company repurchased 593,365 shares at a total cost of $21.6 million.

      During 2001 the Company repurchased 1,653,712 shares at a total cost of $35.4 million. This was the primary reason for the $28.6 million decrease in total equity at December 31, 2001 compared to December 31, 2000.

      The capital to assets ratios at the end of 2002, 2001 and 2000 were 8.2%, 10.84% and 15.13%, respectively. In every case, the ratios exceeded regulatory requirements.

<PAGE>  33

RESULTS OF OPERATIONS

General

      Port's net income in 2002 was $13.6 million, up $3.2 million from the previous year's net income of $10.4 million, which included non-recurring after-tax gains of $1.7 million ($3.2 million pre-tax). The gains in resulted from the termination of the Company's defined benefit pension plan, the sale of shares in the New York Cash Exchange (NYCE) ATM network, and the sale of deposits at its Quincy branch.

      The primary reason for the growth in net income during 2002 was higher net interest income, which rose 29.2% to $45.1 million from $34.9 million in 2001. The main contributors to this improvement were higher average balances of earning assets and a 102 basis point reduction in the cost of interest-bearing liabilities. Non-interest income totaled $5.4 million in 2002, compared to $7.3 million in 2001. The non-recurring gains mentioned above were included in 2001's non-interest income.

      The Company reduced its provision for loan losses in 2002 to $650,000 compared to $1.2 million in 2001, as non-performing asset and payment delinquencies continued to be minimal. Operating expenses grew by $3.5 million, or 14.3%, in 2002 compared with 2001.

Net Interest Income

      Net interest income increased $10.2 million in 2002 compared to 2001, primarily because of growth in the average balance of earning assets and lower average cost of deposits and borrowings, partially offset by lower yields on assets. The net interest margin--the ratio of net interest income to average earning assets--declined 3 basis points in 2002 compared to the previous year. However, the effect of the lower margin was more than offset by growth in the balance sheet.

      Net interest income in 2001 rose $5.2 million compared with 2000. Average earning assets increased by $145.3 million in 2001 to $980.7 million, from $835.4 million the year before. At the same time, interest-bearing liabilities increased $136.7 million, to $832.1 million in 2001. Therefore, the difference between earning assets and interest-bearing liabilities was $8.6 million higher in 2001 than in 2000. Non-interest bearing deposits and additional capital funded these additional assets--their average balances were up $5.1 million and $6.7 million respectively in 2001.

Interest Income

      Interest and dividend income in 2002 totaled $81.4 million, an increase of 16.8%, compared to 2001. The average balance of earning assets grew $297.4 million, or 30.3%, to $1.28 billion compared to an average earning asset balance of $980.7 million in 2001. Earning asset growth offset the effect of a 73 basis point decline in their average yield, as rates on new loans and investments in 2002 were lower than in the previous year. See the "Average Balance Sheet" and "Rate/Volume Analysis" tables below.

      Interest earned on loans totaled $58.7 million in 2002, up $5.5 million from 2002, as average balance of loans, which was $133.4 million, or 18.7%, higher in 2002. This growth more than offset declining loan yields, which were 52 basis points lower in the 2002 period. Loan portfolio growth during 2002 reflected customer demand for residential and commercial real estate loans in the low interest rate environment that prevailed during the year.

      Interest earned on short term investments, certificates of deposits and investment securities totaled $22.7 million in 2002, an increase of $6.2 million over 2001. The average balance of investment securities was $177.8 million higher in 2002, offsetting the effect of a 100 basis point decline in yield on that portfolio.

      Total interest and dividend income rose $7.2 million in 2001 to $69.6 million, compared to $62.4 million in 2000. The growth in average earning assets mentioned above was the reason for the increase, which was partially offset by a decline of 37 basis points in yield on those assets, from 7.43% in 2000 to 7.06% in 2001. As market interest rates declined during 2001, cash flow from amortization and payoffs of higher yielding loans and securities was redeployed into lower yielding assets.

<PAGE>  34

Interest Expense

      Total interest expense increased by $1.5 million in 2002, to $36.2 million, compared to $34.7 million in 2001. Interest paid on deposits declined by $1.8 million, while interest paid on borrowings rose $3.3 million. The average cost of deposits was 113 basis points lower in 2002 than in the previous year, as Federal Reserve rate reductions during 2001 and 2002 enabled the Company to reduce deposit rates, which more than offset the effect of growth in the average balance of deposits. The average balance of interest bearing deposits rose $233.4 million, to $999.0 million in 2002, compared to an average balance of $765.6 million in 2001. The previously mentioned marketing promotion of the Money Manager Checking and Savings account was a major reason for the growth in NOW account and money market account balances, which averaged $94.6 and $79.3 million respectively higher in 2002 than in 2001. Time deposit balances were also higher in 2002, averaging $359.5 million in 2002 compared to $308.9 million in 2001. In the declining rate environment, some customers opted for the guaranteed yields offered by the Company's time deposit products.

      The average balance of borrowings rose $79.9 million in 2002, as the Company took advantage of low rates to increase its longer term borrowings from the Federal Home Loan Bank of Boston. The average cost of borrowed funds declined by 70 basis points, from 5.35% in 2001 to 4.65% in 2002 reflecting the lower interest rate environment.

      Total interest expense increased by $2.0 million in 2001 compared to 2000. Interest paid on borrowings rose $1.6 million, while interest paid on deposits increased $400,000. Average balances of deposits and borrowings grew 19.7% in 2001 compared with 2000, reflecting the success of the Bank's Real Banking and Premier Banking marketing campaigns, which offered high rate money market accounts for customers who maintained core checking accounts with the Bank. Average money market balances grew 37.3% in 2001, to $315.1 million, compared to $229.5 million in 2000. Average balances of NOW accounts grew 62.9%, to $88.3 million, compared to $54.2 million the previous year. Average balances of Federal Home Loan Bank borrowings also rose during 2001 as the Bank took advantage of low interest rates to increase intermediate and long-term funding, and thus reduce its exposure to rising interest rates. Federal Home Loan Bank borrowings averaged $66.5 million in 2001 compared to $38. 1 million in 2000. Lower deposit rates, particularly the reduced cost of money market accounts, largely offset the impact of higher average balances of interest-bearing deposits and borrowings. Two factors explain the lower average cost of money market deposits in 2001, which declined 143 basis points compared with the previous year. First, the promotional rate period on the Real Savings money market account expired on March 31, 2001. The Bank introduced the Real Savings account in June, 2000, to coincide with large bank merger activity in the region. The promotional rate of 6.25% was guaranteed through March 31, 2001. The second cause of lower money market deposit costs were the actions during 2001 taken by the Federal Reserve to lower interest rates. The unprecedented reductions in the Federal Reserve's overnight borrowing rate created an environment in which the Company could reduce rates on all money market accounts to levels significantly below the rates paid in 2000.

      The average cost of borrowings rose by 27 basis points from 5.08% in 2000 to 5.35% in 2001. During 2000, the Company capitalized a portion of the interest paid on the $14.5 million borrowing used to fund construction of the Company's administrative center. The capitalized interest totaled $478,000; had it been included in interest expense, the cost of borrowings during 2000 would have been 6.13%.

<PAGE>  35

      The following tables set forth information relating to Port's financial condition and net interest income at and for the fiscal years ended December 31, 2002, 2001 and 2000, and reflect the average yield on assets and average cost of liabilities for the periods indicated. Yields and costs are derived by dividing interest income by the average balance of interest-earning assets and interest expense by the average balance of interest-bearing liabilities for the periods shown. Average balances are derived from actual daily balances over the periods indicated. Interest income includes fees earned from making changes in loan rates or terms, and fees earned when commercial real estate loans were prepaid or refinanced.

 

                                                  For the Fiscal Year Ended December 31,                                                   

                     2002                     

                     2001                     

                     2000                     

 

Average
Balance

Interest

Average
Yield/
Cost

Average
Balance

Interest

Average
Yield/
Cost

Average
Balance

Interest

Average
Yield/
Cost

Assets:

(Dollars in thousands)

   Interest earning assets:

                 

      Short term investments(1)

$     23,725

$     368

1.55%

$     37,581

$  1,648

4.39%

$  21,304

$  1,423

6.68%

      Certificates of deposit

2,177

135

6.20   

2,079

130

6.25   

1,539

115

7.47   

      Investment securities(2)

404,982

22,193

5.48   

227,263

14,721

6.48   

173,867

11,505

6.62   

      Loans(3)

     846,687

  58,662

    6.93   

     713,250

  53,137

    7.45   

  638,439

  49,355

    7.73   

         Total interest earning assets

1,277,571

  81,358

    6.33   

980,173

  69,636

    7.06   

835,149

  62,398

    7.43   

         Allowance for possible loan losses

(9,779)

   

(8,506)

   

(7,520)

   

Total noninterest earning assets

       55,647

   

       52,480

   

    47,344

   

         Total assets

  1,323,439

   

  1,024,147

   

  874,973

   

Liabilities and Equity:

                 

   Interest bearing liabilities:

                 

      NOW accounts

182,861

3,635

1.99   

88,260

1,258

1.43   

54,174

657

1.21   

      Savings accounts

62,265

781

1.25   

53,351

862

1.62   

53,724

1,048

1.95   

      Money market deposit accounts

394,447

9,741

2.47   

315,143

11,757

3.73   

229,520

11,834

5.16   

      Certificate of deposit accounts

     359,469

  15,174

    4.22   

     308,886

  17,266

    5.59   

  319,817

  17,198

    5.38   

      Total interest bearing deposits

999,042

29,331

2.94   

765,640

31,143

4.07   

657,235

30,737

4.68   

      Borrowed funds

     146,376

    6,907

    4.65   

       66,465

    3,605

5.35   

    38,135

    1,966

    5.08   

         Total interest bearing liabilities

1,145,418

36,238

3.15   

832,105

34,748

    4.17   

695,370

32,703

4.70   

Noninterest bearing deposits

55,348

   

48,633

   

43,486

   

   Other noninterest bearing liabilities

         8,675

   

         8,325

   

      7,733

   

   Total noninterest bearing liabilities

64,023

   

56,958

   

51,219

   

      Total liabilities

1,209,441

   

889,063

   

746,589

   

      Stockholders' equity/retained earnings

     113,998

   

     135,084

   

  128,384

   
                   

         Total liabilities and stockholders'

                 

           equity/retained earnings

$1,323,439

   

$1,024,147

   

$874,973

   

Net interest income

 

$45,120

   

$34,888

   

$29,695

 

Net interest rate spread(4)

   

3.18   

   

2.89   

   

2.73   

Net interest margin(5)

   

3.53   

   

3.56   

   

3.56   

Ratio of average interest earning assets

                 

  to average interest bearing liabilities

   

111.54X

   

117.79X

   

120.10X

___________________

(1)

 

Short-term investments include federal funds sold.

     

(2)

 

Investment securities that are considered available for sale are carried at market value, while securities that are held to maturity are carried at cost. Also includes both Federal Home Loan Bank and Savings Bank Life Insurance stock carried at cost.

     

(3)

 

Loans are net of deferred loan origination costs (fees).

     

(4)

 

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

     

(5)

 

Net interest margin represents net interest income as a percentage of average interest-earning assets.

      The following table shows how changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to:

*

 

Interest income changes attributable to changes in volume (changes in volume multiplied by prior rate);

     

*

 

Interest income changes attributable to changes in rate (changes in rate multiplied by prior volume); and

     

*

 

The net change.

      The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

 

Year Ended December 31, 2002
Compared to Year Ended
December 31, 2001
Increase/(Decrease)

Year Ended December 31, 2001
Compared to Year Ended
December 31, 2000
Increase/(Decrease)

 

       Due to       

 

       Due to       

 
 

Volume

Rate

Net

Volume

Rate

Net

 

(In thousands)

Interest earning assets:

           

Short term investments

$    (465)

$(815)

$(1,280)

$   829 

$   (604)

$   225 

Certificates of deposit

(1)

36 

(21)

15 

Investment securities

10,037 

(2,565)

7,472 

3,464 

(248)

3,216 

Loans

    9,426 

  (3,901)

    5,525 

  5,620 

  (1,838)

  3,782 

Total interest earning assets

$19,004 

$(7,282)

$11,722 

$9,949 

$(2,711)

$7,238 

             

Interest bearing liabilities:

           

NOW accounts

1,741 

636 

2,377 

466 

135 

601 

Savings accounts

133 

(214)

(81)

(7)

(179)

(186)

Money market deposit accounts

2,530 

(4,546)

(2,016)

3,722 

(3,799)

(77)

Certificates of deposit

2,552 

(4,644)

(2,092)

(595)

663 

68 

Borrowed funds

    3,817 

     (515)

    3,302 

  1,535 

      104 

  1,639 

Total interest bearing liabilities

$10,773 

$(9,283)

$  1,490 

$5,121 

$(3,076)

$2,045 

Change in net interest income

$  8,236 

$ 1,996 

$10,232 

$4,828 

$   365 

$5,193 

<PAGE>  37

Provision for Loan Losses

      For the fiscal year ended December 31, 2002, the Company increased the allowance for loan losses through a $650,000 provision for loan losses based on an evaluation of the items discussed above in the section entitled "Allowance for Loan Losses". The $650,000 provision represented a decrease of $575,000 from the 2001 provision of $1.2 million. Management cited several factors in its decision to reduce the provision. First, the total gross loan growth of $74.5 million in 2002 was down from the loan growth of $89.3 million the previous year. Second, growth in commercial real estate and construction loans was $19.9 million during 2002 compared to $24.5 million during 2001. Third, the portion of the portfolio representing home equity lines of credit declined by $13.3 million in 2002. In 2001, the home equity lines of credit portfolio grew by $7.2 million. The allowance for loan losses as of December 31, 2002 as a percentage of total loans was 1.18%, essentially unchanged from 1.19% at December 31, 2001.

      The Company's $1.2 million provision for loan losses in 2001 represented an increase of $309,000 from the 2000 provision expense of $916,000. Management cited several factors in its decision to increase the provision. First, the general economy deteriorated in 2001, as growth slowed from the previous year. Management believed that the impact of the economic slowdown might be felt across all segments of the loan portfolio. Second, the market for commercial real estate deteriorated as vacancy rates rose, rental rates declined, and major companies scaled back expansion plans. Third, the Company downgraded certain commercial real estate loans based on the deteriorating financial condition of tenant occupants. Fourth, the impact of the September 11 attacks on the travel and hospitality industries prompted downgrades within the hospitality sector of the commercial real estate portfolio.

      The unallocated portion of the allowance was $1.2 million at December 31, 2002, $2.1 million at December 31, 2001 and $1.4 million at December 31, 2000. This represented 11.8% of the total allowance as of December 31, 2002, 22.0% as of December 31, 2001, and 17.9% as of December 31, 2000.

      Future provisions for loan losses will continue to be based upon the Company's assessment of the overall loan portfolio and its underlying collateral, the mix of loans within the portfolio, delinquency trends, economic conditions, current and prospective trends in real estate values, and other relevant factors.

Non-interest Income

      Non-interest income includes service fees and charges for bank services, fees from sales of investment products, gains or losses from loan sales, and other income resulting from miscellaneous transactions. Non-interest income totaled $5.4 million in 2002 compared to $7.3 million in 2001, which included $3.2 million pre-tax in non-recurring gains mentioned above. Gains from sales of fixed rate residential mortgages, and revenue from servicing mortgages, totaled $1.7 million in 2002, compared to $1.1 million in 2001. Declining mortgage rates generated higher volumes of 30-year fixed rate mortgages in 2002, which the Company normally sells. Customer service fees increased by $209,000 in 2002, reflecting the growth in the number of demand deposit and NOW accounts as well as activity in those accounts. Fees from sales of insurance and investment products totaled $914,000 in 2002, an increase of $98,000 from 2001. The Company initiated sales of annuities a nd other investment products in April 2001.

      Non-interest income, excluding non-recurring items, totaled $4.2 million in 2001 compared to $2.7 million in 2000. The 2000 results included a non-recurring loss of $603,000 from the sale of investment securities and a non-recurring gain of $448,000 from the curtailment of the Bank's defined benefit pension plan. The main reasons for the growth in non-interest income in 2001 were increased customer service fees, fees earned from sales of investment products, gains from the sale of fixed rate residential mortgages, and increases in the cash surrender value of life insurance policies. Customer services fees rose $213,000 in 2001 compared with the previous year primarily because of the higher number of transaction accounts, which generate activity-related fees. Fees from investment product sales were $816,000 in 2001 compared to $205,000 in 2000. The Company expanded its wealth management product line during 2001, generating increased fees from sales of annuities and other investment products. Loan sale gains in 2001 were $370,000 higher than in 2000, as declining mortgage rates during 2001 produced more demand for fixed rate mortgages. The cash surrender value of bank-owned life insurance policies increased by $194,000 in 2001 compared to an increase of $10,000 in 2000. During 2000, the Company changed the investments of the insurance policy-related assets from equities to fixed income securities in order to reduce earnings volatility related to stock market performance.

Non-interest Expense

      Total non-interest expense increased $3.5 million, or 14.3%, to $28.3 million in 2002 compared to $24.8 million in 2001. Compensation and benefits expense increased $2.5 million, or 17.3%, to $17.1 million in 2002 from

<PAGE>  38

$14.6 million in 2001. The higher expense in 2002 reflects annual wage adjustments as well as higher costs of short and long-term incentive plans, health and life insurance plans, retirement plans and stock benefit plans. Occupancy costs of $3.8 million in 2002 represented an increase of $511,000 over the previous year, primarily because of added cost from the expanded and renovated Harvard Square branch and the new branch in Brookline. Marketing expense increased $210,000 in 2002, reflecting the cost of the Money Manager Checking marketing campaign mentioned above.

      Total non-interest expense rose $2.5 million in 2001 compared to the 2000 total of $22.3 million. Compensation and benefits expense increased $2.2 million or 17.2% to $14.6 million from $12.4 million in 2000. This increase included $688,000, which was the effect of a full year of expense from the RRP. The RRP expenses commenced following shareholder approval in October 2000. Expenses related to other stock-based benefit plans rose $168,000 in 2001 compared to the previous year, largely because of the increase in the market price of the Company's common stock during 2001. The remaining $1.2 million compensation expense increase was the result of annual wage adjustments and higher commissions paid to mortgage originators and other sales representatives. Transaction account volume and the costs of internet banking services were the main factors leading to an increase of $428,000 in data processing expense, which totaled $2.0 million in 2001 compared to $1.6 million in 2000 . Occupancy expense decreased $232,000 in 2001 compared with 2000, as the Company received a full year of rental income from its administrative center tenants in 2001. Rental income is accounted for as an offset to occupancy expense.

Income Taxes

      The 2002 tax provision of $8.0 million represented an effective tax rate of 36.9% in 2002 compared to $5.8 million, or 35.9%, in 2001. Increased earnings in the Bank during 2002 resulted in higher state tax liability than in the previous year.

      In March 2003, the Company announced that it would accrue a liability in the first quarter of 2003 of approximately $840,000, representing an estimate of the additional state tax liability, including interest (net of any federal and state tax deductions associated with such taxes and interest), relating to the deduction for dividends received from its real estate investment trust subsidiary ("REIT") for the 2001 and 2002 fiscal years. The accrued liability is the result of new legislation signed by the Governor of Massachusetts that amended Massachusetts law to expressly disallow the deduction for dividends received from a REIT. This amendment applies retroactively to tax years ending on or after December 31, 1999. As a result of the enactment of this legislation, the Company also ceased recording the tax benefits associated with the dividend received deduction effective for the 2003 tax year and accrued the liability described above.

      The Company believes that this legislation will be challenged, especially the retroactive provisions, on constitutional and other grounds. The Company intends to support such a challenge and defend vigorously its position that the deductibility of dividends received by the Bank from its REIT was fully compliant with Massachusetts law at the time.

      Income tax expense was $3.1 million in 2000, representing an effective tax rate of 34.8%. The higher effective tax rate in 2001 was primarily the result of the Company moving into a higher federal tax bracket.

Liquidity and Capital Resources

      The term "liquidity" refers to the Company's ability to generate adequate amounts of cash to fund loan originations, loan purchases, deposit withdrawals and operating expenses. Primary sources of liquidity are deposits, scheduled amortization and prepayments of loan principal and mortgage-backed securities, maturities and calls of investment securities and funds provided by operations. Loan repayment and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

      The Bank also can borrow funds from the Federal Home Loan Bank based on eligible collateral of loans and securities. Its maximum borrowing capacity from the Federal Home Loan Bank is approximately $152.5 million, net of borrowings that are already outstanding. In addition, the Bank may enter into reverse repurchase agreements with approved broker-dealers. Reverse repurchase agreements are agreements that allow the Bank to borrow using investment securities as collateral.

<PAGE>  39

      Total deposits increased $272.0 million and $78.7 million during the 2002 and 2001, respectively. Time deposit accounts scheduled to mature within one year were $160.9 million at December 31, 2002. Based on the Company's experience and current pricing strategy, it anticipates that a significant portion of these certificates of deposit will remain on deposit. At December 31, 2002, outstanding borrowings from Federal Home Loan Bank were $175.6 million, $60.3 million above the level at December 31, 2001. During 2002, the Bank took advantage of low intermediate and long-term rates, and increased its extended-term borrowings from the Federal Home Loan Bank.

      The Company's primary investing activities are the origination of one- to four-family real estate, and commercial real estate loans, and the purchase of investment securities. During 2002, it originated loans of approximately $526.9 million, and during the previous year it originated loans of approximately $379.6 million. Purchases of investment securities totaled $427.0 million during 2002 and $176.7 million during 2001. At December 31, 2002, Cambridgeport had loan commitments to borrowers of approximately $56.0 million, and available home equity and unadvanced lines of credit of approximately $191.3 million.

      The Company monitors its liquidity position daily and expects to have sufficient funds to meet its current funding commitments.

      At December 31, 2002, Port exceeded each of the applicable regulatory capital requirements. Tier 1 leverage capital was $109.9 million, or 15.4% of risk-weighed assets, and 7.6% of average assets. It had a risk-based total capital of $121.1 million and a risk-based capital ratio of 17.0%.

      The Company does not anticipate any material capital expenditures during calendar year 2003. It does not have any balloon or other payments due on any long-term obligations or any off-balance-sheet items other than the commitments and unused lines of credit noted above and an interest swap agreement.

Contractual Obligations and Commitments

      The following table summarizes the Company's contractual cash obligations and other commitments.

 

                     At December 31, 2002                     

 

Maturity Distribution of Contractual Obligations

 

Less than
One Year

One to
Three
Years

Three to
Five Years

Over
Five Years

Total

 

(Dollars in Thousands)

Contractual Obligations:

         
           

    FHLB Advances

$  21,485

$36,758

$80,895

$  36,428

$175,566

           
 

                     At December 31, 2002                     

 

Time Period of Expiration of Commitments

 

Less than
One Year

One to
Three
Years

Three to
Five Years

Over
Five Years

Total

 

(Dollars in Thousands)

Commitments:

         
           

    Commitments to originate loans

$  56,035

$         -

$         -

$           -

$  56,035

    Unadvanced lines of credit

5,008

21,873

38,910

125,475

191,266

    Forward commitments to sell loans

43,374

-

-

-

43,374

    Standby letters of credit

           28

           -

           -

             -

           28

           

Total commitments

$104,445

$21,873

$38,910

$125,475

$290,703

<PAGE>  40

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices such as interest rates, foreign currency exchange rates, commodity prices, and equity prices. Port is exposed to interest rate risk, which occurs from interest rate volatility. Fluctuations in interest rates may impact both its income and expense on a large portion of assets and liabilities, as well as the market value of all interest-earning assets.

The ongoing monitoring and management of interest rate risk is an important component of the Company's asset/liability management process. This process is governed by policies established by the Board of Directors. The Board reviews these policies annually, and reviews the Company's interest rate risk position quarterly. The Board of Directors delegates responsibility for carrying out the asset/liability management policies to the Asset/Liability Management Committee ("ALCO"), comprised of the Chief Executive Officer, the President, the Chief Financial Officer and various other members of management. ALCO develops strategies based upon estimated market risk sensitivity, policy limits and overall market interest rate levels and trends. The primary goal of the interest rate management strategy is to limit fluctuations in net interest income as interest rates rise or fall. ALCO seeks to coordinate asset and liability decisions so that, under changing interest rate scenarios, the Company's net interest income will remain within an acceptable range.

      The Company's lending activities have emphasized one-to-four family and commercial mortgage loans. Its largest source of funds has been deposits, consisting of certificates of deposit, which generally have shorter terms to maturity than the loan portfolio, savings and money market accounts, and transaction accounts. The Company has also funded loan growth with Federal Home Loan Bank advances. It has employed several strategies to manage the interest rate risk inherent in the asset/liability mix, including but not limited to:

*

 

Selling most 30 year fixed-rate mortgages to the secondary market;

     

*

 

Maintaining the diversity of the existing loan portfolio through the origination of commercial and consumer real estate loans, which typically have variable rates and shorter amortization schedules than residential mortgages;

     

*

 

Emphasizing investments with short- and intermediate-term maturities of less than ten years, with most maturities or rate resets currently under 5 years; and

     

*

 

Entering into interest rate swap agreements, as appropriate, to hedge the Company's interest rate risk.

      Loan repayment activity can be significantly impacted by changes in market interest rates. Prepayment rates vary due to a number of other factors, including regional economic conditions, demographic variables, borrowers' refinancing opportunities, and competition. The Company monitors interest rate sensitivity in order to make timely adjustments to its asset and liability mix and minimize the negative effects of changing rates. The Company uses a simulation model to monitor interest rate risk. The model calculates the net interest income at risk under different interest rate environments. It performs an analysis of changes in net interest income over a two-year period, assuming market interest rates rise or fall 200 basis points in the first twelve months following the current financial statement. The Company also uses the model to simulate other scenarios, altering the modeling assumptions on interest rate changes to include a swing of 400 basis points, an d extending the analysis to include a five-year period. The Company's policy objective is to maintain net interest income over a one-year period within 10% of the current level, given a 200 basis point change in market interest rates in either direction.

<PAGE>  41

      The table below sets forth the estimated changes in net interest income that would result from a 200 basis point change in interest rates over the applicable twelve-month period.

For the Fiscal Year Ended December 31, 2003

(Dollars in thousands)

Changes in
Interest Rates
(Basis Points)

Net Interest
Income

% Change

 200

42,067

-1.22%

     0

42,587

-

-200

43,333

 1.75%

      In addition to net interest income simulation, the Company uses gap analysis to monitor interest rate risk. Gap analysis entails measuring the extent to which such assets and liabilities are "interest rate sensitive". An asset or liability is deemed to be interest rate sensitive within a specific time period if it is scheduled to mature or reprice within that time period. The interest rate sensitivity gap for a given time period is defined as the difference between the amount of interest-earning assets and the amount of interest-bearing liabilities maturing or repricing within that time period.

      A gap is considered positive when the amount of interest-earning assets exceeds the amount of interest-bearing liabilities maturing or repricing within a specific time period. A gap is considered negative when the amount of interest-bearing liabilities exceeds the amount of interest-earning assets maturing or repricing within the same period. When interest rates rise, a financial institution with a negative gap position would be expected, absent the effects of other factors, to experience a greater increase in the costs of its liabilities relative to the yields of its assets. Thus, net interest income would likely decrease. An institution with a positive gap position would be expected, absent the effect of other factors, to experience the opposite result. Conversely, during a period of declining interest rates, a negative gap would tend to result in an increase in net interest income. A positive gap would tend to reduce net interest income.

      At December 31, 2002, based on the assumptions outlined below, the Company's interest-bearing liabilities maturing or repricing within one year exceeded interest-earning assets maturing or repricing within the same period by $75.9 million. This represented a negative cumulative one-year interest rate sensitivity gap of 5.4% of total assets (within the Company's policy limit of 20%) and a ratio of cumulative interest-earning assets maturing or repricing within one year to cumulative interest-bearing liabilities maturing or repricing within one year of 89.3%. The negative gap position could more adversely impact net interest income in a rising rate environment than a positive gap position.

      The following table presents information as of December 31, 2002. It shows the amounts of interest-earning assets and interest-bearing liabilities that reprice or mature in each of the future time periods shown. Except as stated below, the repricing/maturity schedule corresponds with the earlier of the repricing date or the contractual maturity date. The information is also based on the following assumptions:

*

 

Various mortgage-related products will prepay principal balances depending on the interest rate environment, mortgage product type, outstanding principal balances, average life to maturity and other factors. The residential mortgage portfolio is segregated based on these factors and prepayment speeds are calculated using analytical historical data from the Office of Thrift Supervision.

     

*

 

10% of commercial mortgages and home equity loans are assumed to prepay annually.

     

*

 

Federal agency securities with call features that are likely to exercised were reported at the next call date. Other agency securities were reported at the contractual maturity date.

     

*

 

Higher earning savings accounts and money market accounts are reported in the three-month category. This classification is based on regulatory guidance, as modified by historical analysis of deposit levels during periods of changing market rates.

<PAGE>  42

Deposit assumptions, prepayment rates and anticipated call dates can have a significant impact on the estimated interest sensitivity gap. While the Company believes that its assumptions are reasonable, they may not be indicative of actual future deposit activity, mortgage and mortgage-backed securities prepayments, and the actual timing of federal agency calls.

 

Amounts Maturing or Repricing as of December 31, 2002

 

Less than 3
months

3 to 6
months

6 months
to 1 year

1 to 2 years

2 to 3 years

3 to 5 years

> 5 yrs.

Total

 

(Dollars in thousands)

Interest earning Assets(1)

               

   Short term investments (2)

$    5,274   

-   

-   

-   

-   

-   

-   

$       5,274

   Certificates of Deposit

2,262   

-   

-   

-   

-   

-   

-   

2,262

   Investment securities(3)

45,036   

$  18,022   

$  29,153

$   3,964   

-   

-   

$    3,877   

100,052

   Mortgage and asset backed securities(3)

58,720   

59,415   

114,283

79,257   

$  46,293   

$  42,373   

    42,694   

443,035

   Loans(4)

  149,343   

    45,873   

  106,355

  161,228   

  141,648   

  193,365   

    62,256   

     860,068

      Total interest earning assets

  260,635   

$123,310   

$249,791

$244,449   

$187,941   

$235,738   

$108,827   

$1,410,691

Interest Bearing Liabilities

               

   NOW accounts(5)

-   

-   

-   

-   

-   

-   

$158,748   

$   158,748

   Regular savings accounts

-   

-   

-   

-   

-   

-   

64,997   

64,997

   Money market accounts(6)

$512,924   

-   

-   

-   

-   

-   

-   

512,924

   Certificate of deposit accounts

47,922   

$  43,916   

$68,542

$149,666   

$27,306   

$22,429   

-   

361,781

   Borrowed funds

    15,137   

    5,698   

    15,527

    37,598   

    17,072   

    53,114   

    31,420   

     175,566

      Total interest bearing liabilities

$575,983   

$  49,614   

$  84,069

$187,264   

$  44,378   

$  77,543   

$255,165   

$1,274,016

   Interest sensitivity gap

(315,348)   

73,696   

165,722

57,185   

143,563   

158,195   

(146,338)  

 

   Cumulative interest sensitivity gap

(315,348)  

(241,652)  

(75,930)  

(18,745)  

124,818   

283,013   

136,675   

 

Cumulative interest sensitivity gap as a percent of

               

  total assets

-21.46%

-16.45%

-5.17%

-1.28%

8.50%

19.26%

9.30%

 

Cumulative interest sensitivity gap as a percent

               

  of total interest-earning assets

-22.35%

-17.13%

-5.38%

-1.33%

8.85%

20.06%

9.69%

 

Cumulative interest-earning assets as a percentage

               

  of cumulative interest bearing liabilities

45.25%

61.37%

89.30%

97.91%

113.26%

127.78%

110.73%

 

___________________

(1)

 

Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments and contractual maturities.

     

(2)

 

Includes interest bearing overnight bank balances and money market mutual funds.

     

(3)

 

Debt securities are presented at amortized cost.

     

(4)

 

For the purposes of the gap analysis, the allowance for loan losses has been excluded.

     

(5)

 

NOW accounts also include Appreciation, Premier and Money Manager checking and are included in the over five year column.

     

(6)

 

Treasury Index, Premier Index, Money Manager Savings and Real Savings accounts are included in 3 months or less.

<PAGE>  43

      During 2001, the Company entered into an interest-rate-swap agreement, designated as a "cash flow' hedge, with a notional value of $20.0 million. An interest rate swap is an agreement whereby one party agrees to receive a variable rate of interest on a notional value in exchange for paying a fixed rate of interest on the same notional amount for a predetermined period of time from a second party. The purpose of this swap is to hedge the variability of interest expense payments on Treasury Index deposit accounts attributable to changes in interest rates. Under the terms of the swap agreement, the Company receives payments based on weekly average rate on three month U.S. Treasury bills in exchange for payments based on a fixed rate. The swap has a maturity of 2 years and is not callable. As of December 31, 2002, the Company was receiving a variable rate of 1.207% and paying a fixed rate of 4.10% on this swap. As a result of this interest rate swap, the Company realized i nterest expense of $492,000 for the year ended December 31, 2002. As of December 31, 2002, the fair value of the swap of $296,000 was recorded as a liability and the change in fair value (net of tax) of $71,000 recorded against accumulated other comprehensive income in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The consolidated financial statements of Port Financial Corp. and Subsidiaries as of December 31, 2002 and 2001 are included in pages F-1 through F-41of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

      Effective May 10, 2002, the Audit Committee terminated the engagement of Arthur Andersen LLP ("Andersen") as independent public accountant of Port Financial. Effective as of and on May 28, 2002, based on the recommendation of the Audit Committee, the Board of Directors voted to engage KPMG LLP to serve as the independent auditors for Port Financial for the fiscal year ending December 31, 2002. The decision to change accountants was recommended and approved by the Audit Committee of the Board of Directors of Port Financial.

      During the fiscal years ended December 31, 2002 and 2001 and subsequent interim periods, the financial statements of Port Financial did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Further, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference in connection with their report to the subject matter of the disagreement.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The following information included on pages 7 - 15 and 24 of Port Financial Corp.'s Proxy Statement for the 2002 Annual Meeting of Stockholders (the "Proxy Statement") is incorporated herein by reference: "Election of Directors," "Information as to Nominees and Continuing Directors," "Nominees for Election as Director," "Executive Officers," and " Section 16(a) Beneficial Ownership Reporting Compliance."

ITEM 11. EXECUTIVE COMPENSATION

      The following information included on pages 16 through 23 of the Proxy Statement is incorporated herein by reference: "Compensation of Directors and Executive Officers--Directors' Compensation," "Executive Compensation," "Employment Agreements," and "Benefits."

<PAGE>  44

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following information included on pages 3 through 6 of the Proxy Statement is incorporated herein by reference: "Security Ownership of Certain Beneficial Owners and Management--Principal Stockholders of Port Financial Corp." and "Security Ownership of Management."

      The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2002.

Plan category

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
1

 

(a)

(b)

(c)

Equity compensation

     

  plans approved by

     

  security holders

687,022

$18.81

3,700

       

Equity compensation

     

  plans not approved by

     

  security holders

           -

         -

       -

       

      Total

687,022

$18.81

3,700

___________________

(1)

 

The number of securities remaining for future issuance under equity compensation plans and also includes 3,700 shares available for issuance under the 2000 Recognition and Retention Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The following information included on page 24 of the Proxy Statement is incorporated herein by reference: "Compensation of Directors and Executive Officers--Transactions with Certain Related Persons."

ITEM 14. CONTROLS AND PROCEDURES

      Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer along with the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 ("Exchange Act") Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer along with the Company's Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic Securities and Exchange Commission ("SEC") filings. There have been no significant changes in the Company's internal controls or in other factors which coul d significantly affect these controls subsequent to the date the Company carried out its evaluation.

      Disclosure controls and procedures are Company controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

      Disclosure controls and procedures include, without limitations, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

<PAGE>  45

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)

 

Listed below are all financial statements and exhibits filed as part of this report:

       
   

(1)

The consolidated balance sheets of Port Financial Corp. and Subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 2002, together with the related notes.

       
   

(2)

Independent auditors reports

       
   

(3)

Schedules omitted, as they are not applicable.

       
   

(4)

Exhibits

     

2.1

 

Plan of Conversion and Stock Issuance Plan of Cambridgeport Mutual Holding Company (including the Amended and Restated Charter and Bylaws of Cambridgeport Bank)*

     

3.1

 

Articles of Organization of Port Financial Corp.*

     

3.2

 

Bylaws of Port Financial Corp.*

     

4.1

 

Articles of Organization of Port Financial Corp. (See Exhibit 3.1)*

     

4.2

 

Bylaws of Port Financial Corp. (See Exhibit 3.2)*

     

4.3

 

Form of Stock Certificate of Port Financial Corp.*

     

10.1

 

Form of Employee Stock Ownership Plan of Port Financial Corp.*

     

10.2

 

Form of ESOP Restoration Plan of Port Financial Corp.*

     

10.3

 

Form of Employment Agreement, between James Keegan and Port Financial Corp.*

     

10.4

 

Form of Employment Agreement, between Jane Lundquist and Port Financial Corp.*

     

10.5

 

Form of Trust Agreement under the Cambridgeport Bank Nonqualified Pension Plans and Supplemental Executive Retirement Plan*

     

10.6

 

Form of 1999 Nonqualified Pension Plan of Cambridgeport Bank and Amendment thereto*

     

10.7

 

Form of Directors' Emeritus Consultation Plan of Port Financial Corp.*

     

10.8

 

Form of Officers' Deferred Compensation Plan of Cambridgeport Bank*

     

10.9

 

Long-Term Incentive Plan of Port Financial Corp.*

     

10.10

 

Form of Employment Agreement, between Charles Jeffrey and Port Financial Corp.**

     

10.11

 

Amendments to the Employee Stock Ownership Plan of Port Financial Corp.

     

21.1

 

Subsidiaries of the Registrant*

     

99.1

 

Section 302 Certifications

     

99.2

 

Section 906 Certifications

___________________

*

 

Incorporated herein by reference to Registration Statement No. 333-91549 on Form S-1 of Port Financial Corp. filed with the Securities and Exchange Commission on November 23, 1999, as amended.

     

**

 

Incorporated herein by reference to Exhibit 10.1 filed on November 14, 2000 on Form 10-Q for the quarter ended September 30, 2000.

     

***

 

Incorporated herein by reference to the Exhibit 21.1 filed on March 29, 2001 on the Form 10-K for the fiscal year ended December 31, 2000.

     

(b)

 

The Company has not filed any reports on Form 8-K for the quarter ended December 31, 2002.

<PAGE>  46

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on March 24, 2003.

 

Port Financial Corp.

   
 

/s/ James B. Keegan                           

 

By: James B. Keegan

 

Chairman and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated.

Name

Title

Date

/s/ James B. Keegan

Director, Chairman of the Board

March 24 , 2003

James B. Keegan

and Chief Executive Officer

 
 

(Principal Executive Officer)

 
     

/s/ Charles Jeffrey

Senior Vice President, Treasurer

March 24, 2003

Charles Jeffrey

and Chief Financial Officer

 
 

(Principal Financial and Accounting

 
 

Officer)

 
     

/s/ Maliz E. Beams

Director

March 21, 2003

Maliz E. Beams

   
     

/s/ Paul R. Corcoran, Jr.

Director

March 21, 2003

Paul R. Corcoran, Jr.

   
     

/s/ Daniel C. Crane

Director

March 21, 2003

Daniel C. Crane

   
     

/s/ Samuel C. Fleming

Director

March 21, 2003

Samuel C. Fleming

   
     

/s/ Thomas J. Galligan III

Director

March 24, 2003

Thomas J. Galligan III

   
     

/s/ Robert D. Happ

Director

March 22, 2003

Robert D. Happ

   
     

/s/ Jane L. Lundquist

Director and President

March 24, 2003

Jane L. Lundquist

   
     

/s/ Frances K. Moseley

Director

March 24, 2003

Frances K. Moseley

   
     

/s/ Thomas H. Niles

Director

March 21, 2003

Thomas H. Niles

   
     

/s/ Rudolph R. Russo

Director

March 21, 2003

Rudolph R. Russo

   
     

/s/ Sandra J. Sucher

Director

March 21, 2003

Sandra J. Sucher

   

<PAGE>  47

 

PORT FINANCIAL CORP.

Consolidated Financial Statements
as of December 31, 2002, 2001 and 2000
Together with Independent Auditors' Reports

<PAGE>

 

 

Page

   

Independent Auditors' Reports

F-1

   

Consolidated Balance Sheets as of December 31, 2002

 

and 2001

F-3

   

Consolidated Statements of Operations for the Years

 

Ended December 31, 2002, 2001 and 2000

F-4

   

Consolidated Statements of Changes in Stockholders'

 

Equity for the Years Ended December 31, 2002, 2001 and 2000

F-5

   

Consolidated Statements of Cash Flows for the Years

 

Ended December 31, 2002, 2001 and 2000

F-7

   

Notes to Consolidated Financial Statements

F-8-F-38

All schedules are omitted because they are not required or applicable, or the required information is shown in the financial statements or notes thereto.

<PAGE>

 

Independent Auditors' Report

The Board of Directors
Port Financial Corp.:

We have audited the accompanying consolidated balance sheets of Port Financial Corp. and subsidiaries (the Company) as of December 31, 2002 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the year then ended. 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 audit. The 2001 and 2000 consolidated financial statements of the Company were audited by other auditors who have ceased operations. That auditors' report, dated February 22, 2002, was unqualified.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Port Financial Corp. and its subsidiaries as of December 31, 2002 and the results of their operations and their cash flows for the year ended then ended, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ KPMG LLP

Boston, Massachusetts
January 17, 2003, except as to Note 7,
which is as of March 7, 2003

<PAGE> F-1

 

Independent Auditors' Report

To the Shareholders and Board of Directors of
Port Financial Corp.

We have audited the accompanying consolidated balance sheets of Port Financial Corp. and subsidiaries (collectively, the Company) as of December 31, 2001 and 2000 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2001. 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. 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 consolidated financial position of Port Financial Corp. and its subsidiaries as of December 31, 2001 and 2000 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

/s/ Arthur Andersen LLP
Arthur Andersen LLP

Boston, Massachusetts
February 22, 2002

This report of Independent Certified Public Accountants is a copy of a previously issued Arthur Andersen LLP ("Andersen") report and has not been reissued by Andersen. This inclusion of this previously issued Andersen report is made pursuant to Section 2.02(e) of regulation S-X. Note that this previously issued Andersen report includes references to certain fiscal years which are not required to be presented in the accompanying consolidated financial statements as of and for the years ended December 31, 2002.

<PAGE> F-2

 

PORT FINANCIAL CORP.

Consolidated Balance Sheets

(in thousands, except share data)

December 31,        

Assets

2002    

2001    

     

Cash and Cash Equivalents (Note 1):

   

    Cash and due from banks

$     15,406 

$     14,170 

    Federal funds sold

12,825 

    Short-term investments

         5,259 

         9,249 

     

        Total cash and cash equivalents

20,665 

36,244 

     

Certificates of Deposit

2,262 

2,126 

Investment Securities Held-to-Maturity, at amortized cost (Note 2)

39,807 

14,444 

Investment Securities Available-for-Sale, at fair value (Notes 2 and 6)

509,504 

265,495 

Federal Home Loan Bank Stock, at cost (Note 6)

10,196 

6,273 

Savings Bank Life Insurance Stock, at cost

1,934 

1,934 

Loans Held for Sale (Note 3)

13,718 

1,571 

Loans, net of allowance for loan losses of $10,007 and $9,321 in 2002 and 2001

   

  Respectively (Notes 3 and 6)

836,343 

774,649 

Banking Premises and Equipment, net (Note 4)

22,843 

23,430 

Accrued Interest Receivable

6,074 

5,452 

Other Assets (Note 10)

         5,919 

         6,592 

     

Total assets

$1,469,265 

$1,138,210 

     

Liabilities and Stockholders' Equity

   
     

Liabilities:

   

    Deposits (Note 5)

$1,156,609 

$   884,529 

    Mortgagors' escrow payments

3,919 

3,990 

    Federal Home Loan Bank advances (Note 6)

175,566 

115,249 

    Accrued expenses and other liabilities (Notes 7 and 10)

       12,078 

       11,044 

     

        Total liabilities

  1,348,172 

  1,014,812 

     

Commitments and Contingencies (Notes 7, 8 and 11)

   
     

Stockholders' Equity (Note 10):

   

    Preferred stock, $.01 par value. Authorized: 5,000,000 shares;

   

      Outstanding: None

    Common stock, $.01 par value. Authorized: 30,000,000 shares

   

      Issued - 7,442,818 shares as of December 31, 2002 and 2001

   

      Outstanding - 5,257,164 and 5,803,606 shares as of December 31,

   

      2002 and 2001, respectively

74 

74 

    Additional paid-in capital

72,135 

70,879 

    Treasury stock, at cost - 2,185,654 and 1,639,212 as of December 31, 2002

   

      and 2001, respectively

(55,365)

(35,095)

    Unearned compensation - Recognition and retention plan

(2,538)

(3,339)

    Unearned compensation - ESOP

(6,775)

(7,026)

    Retained earnings

102,356 

91,652 

    Accumulated other comprehensive income

       11,206 

         6,253 

     

        Total stockholders' equity

     121,093 

     123,398 

     

        Total liabilities and stockholders' equity

$1,469,265 

$1,138,210 

The accompanying notes are an integral part of these consolidated financial statements.

<PAGE> F-3

 

PORT FINANCIAL CORP.

Consolidated Statements of Operations

(in thousands)

Year Ended December 31,          

 

2002    

2001    

2000    

       

Interest and Dividend Income:

     

    Interest on loans

$     58,662

$     53,137

$     49,355 

    Interest and dividends on investment securities

22,193

14,721

11,505 

    Interest on other cash equivalents

368

1,648

1,423 

    Interest on certificates of deposit

          135

            130

            115 

       

            Total interest and dividend income

       81,358

       69,636

       62,398 

       

Interest Expense:

     

    Interest on deposits

29,331

31,143

30,737 

    Interest on borrowed funds

         6,907

         3,605

         1,966 

       

            Total interest expense

       36,238

       34,748

         32,703 

       

            Net interest income

45,120

34,888

29,695 

       

Provision for Loan Losses (Note 3)

            650

         1,225

            916 

       

            Net interest income after provision for loan losses

       44,470

       33,663

       28,779 

       

Noninterest Income:

     

    Customer service fees

1,484

1,275

1,062 

    Gain (loss) on sales of investment securities, net (Note 2)

72

374

(603)

    Mortgage banking revenue

1,720

1,064

770 

    Gain on pension plan termination/curtailment

47

2,212

448 

    Gain on sale of deposits

-

529

    Other income

         2,073

         1,842

            882 

       

            Total noninterest income

         5,396

         7,296

         2,559 

       

Noninterest Expenses:

     

    Compensation and employee benefits (Note 10)

17,109

14,580

12,435 

    Occupancy and equipment expenses (Note 4 and Note 8)

3,833

3,322

3,554 

    Data processing service fees

2,010

2,016

1,588 

    Marketing and investor relations

1,400

1,190

1,124 

    Other noninterest expenses

         3,984

         3,682

         3,589 

       

            Total noninterest expenses

       28,336

       24,790

       22,290 

       

            Income before provision for income taxes

21,530

16,169

9,048 

       

Provision for Income Taxes (Note 7)

         7,951

         5,803

         3,147 

       

            Net income

$     13,579

$     10,366

$       5,901 

       

Weighted Average Shares Outstanding (Notes 1 and 10):

     

    Basic

4,760,836

5,960,006

    Common stock equivalents

     231,974

     100,925

                - 

       

            Diluted

  4,992,810

  6,060,931

                - 

       

Earnings per Share:

     

    Basic

$         2.85

$         1.74

Not Meaningful 

    Diluted

$         2.72

$         1.71

Not Meaningful 

The accompanying notes are an integral part of these consolidated financial statements.

<PAGE> F-4

 

PORT FINANCIAL CORP.

Consolidated Statements of Changes in Stockholder's Equity
for the Years Ended December 30, 2002, 2001 and 2000

(in thousands, except share data)

           

Accumulated 

   
       

Unearned  

 

Other     

   
 

Common

Additional   

Treasury

Compensation

Retained 

Comprehensive

 

Comprehensive

Stock  

Paid-In Capital

Stock  

ESOP/RRP  

Earnings 

Income    

Total   

Income   

                 

Balance, December 31, 1999

-

77,221 

1,909 

79,130 

$    3,042 

                 

    Net income

-

5,901 

5,901 

$    5,901 

    Issuance of stock less stock offering costs (of $2.6 million)

74

71,746 

71,820 

    Change in unrealized gains on securities available-for-sale,

               

      net of taxes of $1,273

-

2,227 

2,227 

2,227 

    Less reclassification of securities gains included in net income,

               

      net of taxes of $213

-

390 

390 

390 

    ESOP unearned compensation:

-

    Acquisition of shares

-

(7,514)

(7,514)

    Amortization of unearned compensation

-

50 

237 

287 

    RRP unearned compensation:

-

    Grant of RRP stock awards

-

4,488 

(4,488)

    Amortization of unearned compensation

-

184 

184 

    Cash dividend - $0.05 per share

-

             - 

             - 

             - 

        (372)

            - 

        (372)

             - 

                 

Balance, December 31, 2000

74

76,284 

(11,581)

82,750 

4,526 

152,053 

$    8,518 

                 

    Net income

-

10,366 

10,366 

$  10,366 

    Change in unrealized gains on securities available-for-sale,

               

      net of taxes of $1,154

-

1,970 

1,970 

1,970 

    Change in fair market value of swap agreements,

               

      net of taxes ($169)

-

(243)

(243)

(243)

    Purchase of RRP stock

-

(5,453)

(5,453)

    Purchase of treasury stock

-

(35,390)

(35,390)

    Exercise of stock options

-

(65)

295 

230 

    Net forfeiture of RRP awards

-

(82)

82 

    Amortization of unearned compensation

-

163 

1,134 

1,297 

    Cash dividend - $0.24 per share

       

(1,464)

 

(1,464)

 

    RRP and Stock Option Tax benefits

      -

           32 

             - 

             - 

             - 

            - 

           32 

             - 

                 

Balance, December 31, 2001

$  74

$  70,879 

$ (35,095)

$ (10,365)

$  91,652 

$   6,253 

$123,398 

$  12,093 

<PAGE> F-5

 

PORT FINANCIAL CORP.

Consolidated Statements of Changes in Stockholder's Equity (Continued)
for the Years Ended December 30, 2002, 2001 and 2000

(in thousands, except share data)

           

Accumulated 

   
       

Unearned  

 

Other     

   
 

Common

Additional   

Treasury

Compensation

Retained 

Comprehensive

 

Comprehensive

 

Stock  

Paid-In Capital

Stock  

ESOP/RRP  

Earnings 

Income    

Total   

Income   

                 

Balance, December 31, 2001

$  74

$  70,879 

$ (35,095)

$ (10,365)

$  91,652 

$   6,253 

$123,398 

$  12,093 

Net income

-

13,579 

13,579 

$  13,579 

                 

Change in unrealized gains on securities available-for-sale, net of taxes of $3,399

-

4,924 

4,924 

4,924 

Less reclassification of securities gains included in net income, net of taxes of $30

-

(42)

(42)

(42)

Change in fair market value of swap agreements, net of taxes $45

-

71 

71 

71 

Purchase of treasury stock

-

(21,554)

(21,554)

Exercise of stock options

-

(355)

916 

561 

ESOP supplemental

-

368 

368 

Grant of RRP stock awards

-

497 

(497)

 

Amortization of unearned compensation

-

465 

1,549 

2,014 

Cash dividend - $0.58 per share

-

(2,875)

(2,875)

RRP and Stock Option Tax benefits

-

         649 

             - 

             - 

             - 

            - 

         649 

             - 

                 

Balance, December 31, 2002

$  74

$  72,135 

$ (55,365)

$   (9,313)

$102,356 

$ 11,206 

$121,093 

$  18,532 

The accompanying notes are an integral part of these consolidated financial statements.

<PAGE> F-6

 

PORT FINANCIAL CORP.

Consolidated Statements of Cash Flows

(in thousands)

Years Ended December 31,          

 

2002    

2001    

2000    

       

Cash Flows from Operating Activities:

     

    Net income

$    13,579 

$     10,366 

$     5,901 

    Adjustments to reconcile net income to net cash

     

      provided by operating activities-

     

        Provision for loan losses

650 

1,225 

916 

        Depreciation and amortization

1,865 

1,863 

1,479 

        Net (gain) loss from sales of available-for-sale investment securities

(72)

(374)

603 

        Amortization of premiums on investment securities, net

900 

201 

156 

        Increase in cash surrender value

(190)

(194)

(10)

        Gain on loan sales, net

(1,153)

(644)

(274)

        Proceeds from sale of loans

87,317 

54,994 

24,761 

        Loans originated for sale

(98,311)

(55,098)

(25,310)

        Amortization of unearned compensation

2,014 

1,297 

471 

        (Increase) decrease in other assets

863 

(1,579)

1,375 

        (Increase) decrease in accrued interest receivable

(622)

679 

(2,077)

        Increase in prepaid deferred tax provision

(466)

(316)

(448)

        Decrease in deferred loan fees

(465)

(223)

(112)

        Increase (decrease) in accrued expenses and other liabilities

       (1,799)

        4,051 

           592 

       

            Net cash provided by operating activities

        4,110 

      16,248 

        7,575 

       

Cash Flows from Investing Activities:

     

    Proceeds from sales, maturities and principal repayment of securities

     

      available-for-sale

145,328 

94,408 

53,642 

    Purchase of securities available-for-sale

(381,755)

(175,413)

(99,863)

    Proceeds from maturities and principal repayment of securities

     

      held-to-maturity

15,757 

7,890 

2,653 

    Purchase of securities held-to-maturity

(41,278)

(24,969)

    Proceeds from maturities of certificates of deposit

109 

5,228 

    Purchase of certificates of deposit

(136)

(2,131)

(183)

    Purchase of FHLB stock

(3,923)

(1,322)

(499)

    Purchase of premises and equipment

(1,278)

(1,644)

(13,346)

    Loan originations, net

(61,957)

(88,353)

(111,847)

    Recoveries of loans previously charged-off

             78 

             85 

           100 

       

            Net cash used in investing activities

   (329,164)

   (166,371)

   (189,084)

       

Cash Flows from Financing Activities:

     

    Increase (decrease) in certificates of deposit

34,664 

24,454 

(19,811)

    Decrease in certificate of deposits due to sale of branch deposits

(5,958)

    Increase in demand deposits, NOW accounts and savings accounts

237,416 

70,175 

207,544 

    Decrease in demand deposits, NOW accounts and savings accounts

     

      due to sale of branch deposits

(10,163)

    Increase in mortgagors' escrow payments

(71)

189 

770 

    Increase (decrease) in borrowings

60,317 

79,448 

(20,090)

    Net proceeds on stock offering

71,820 

    Exercise of stock options

561 

262 

    Cash dividends

(2,875)

(1,464)

(372)

    RRP and stock option tax benefits

649 

    ESOP purchases

(7,514)

    RRP purchases

(5,453)

    Treasury stock purchases

     (21,186)

     (35,390)

               - 

       

            Net cash provided by financing activities

    309,475 

    116,100 

    232,347 

       

Net (Decrease) Increase in Cash and Cash Equivalents (Note 1)

(15,579)

(34,023)

50,838 

       

Cash and Cash Equivalents, beginning of year

      36,244 

      70,267 

      19,429 

       

Cash and Cash Equivalents, end of year

$    20,665 

$    36,244 

$    70,267 

       

Supplemental Disclosures of Cash Flow Information:

     

  Cash paid for interest

$    36,105 

$    34,713 

$    32,488 

  Cash paid for income taxes

$      9,556 

$      4,154 

$      3,547 

The accompanying notes are an integral part of these consolidated financial statements.

<PAGE> F-7

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

(1)  Summary of Significant Accounting Policies

Basis of Presentation

Port Financial Corp. (Port or the Company) is a Massachusetts-chartered stock holding company, which owns all of the capital stock of Cambridgeport Bank (the Bank). As part of its conversion, the Company converted from a Massachusetts-chartered mutual holding company, Cambridgeport Mutual Holding Company, to a Massachusetts-chartered stockholding company and changed its name to Port Financial Corp. Port sold 7,442,818 shares of its common stock to its eligible depositors, management, employees and to the Company's Employee Stock Ownership Plan (ESOP). Net proceeds of the stock offering were $71.8 million. The conversion and stock offering were completed on April 11, 2000.

The accompanying consolidated financial statements include the accounts of the Company and its two wholly owned subsidiaries, Cambridgeport Bank (the "Bank") and Brighton Investment Corporation. The Bank has four wholly owned subsidiaries, Temple Investment Corporation, River Investment Corporation, Cambridgeport Insurance Services, Inc. and Prospect Real Estate Investment Corp. Temple Investment Corporation and River Investment Corporation both engage in securities investment activities. Cambridgeport Insurance Services, Inc. was established in April 2000 and intends to provide insurance. Prospect Real Estate Investment Corp. was established in April 2001, and holds certain mortgage loans originated by the Bank as well as mortgage-backed securities. In addition, the Bank is the sole member of Temple Realty, LLC, which owns the Company's administration center. Brighton Investment Corporation also engages in securities investment activities. All significant intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

Certain reclassifications have been made to the 2001 and 2000 consolidated financial statements to conform to the 2002 presentation. Such reclassifications have no effect on previously reported consolidated net income.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the Unites States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particulary susceptible to significant changes in the near term relate to the determination of the allowance for loan losses.

Statements of Cash Flows

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and due from banks, federal funds sold and overnight deposits with maturities of one day,and investments in the highly liquid Bank Investment Fund.

<PAGE> F-8

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

Investment Securities

Debt securities that the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity and are reported at cost, adjusted for amortization of premiums and accretion of discounts, using the effective-yield method. Debt and equity securities that are bought and held principally for the purpose of selling in the near term are classified as trading and reported at fair value, with unrealized gains and losses included in earnings. The Bank has no securities classified as trading. Debt and equity securities not classified as either held-to-maturity or trading are classified as available-for-sale and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of other comprehensive income in the consolidated statement of stockholders' equity, net of the related taxes. The Bank classifies its securities based on the Bank's intention at the time of purchase.

Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. The Company evaluates individual securities that have fair values below cost for six months or longer to determine if the decline in fair value is other than temporary. When securities are sold, the adjusted cost of the specific security sold is used to compute gains or losses on the sale.

Loans Held for Sale

Loans held for sale are carried at the lower of the recorded loan balance or market value based on prevailing market conditions and commitments from institutional investors to purchase such loans. There were no adjustments required for unrealized losses at December 31, 2002 and 2001.

Loans, Deferred Fees and the Allowance for Loan Losses

Loans are stated at the amount of unpaid principal, reduced by amounts due to borrowers on unadvanced loans, net deferred loan fees and the allowance for loan losses.

Deferred loan origination fees and certain deferred loan origination costs are amortized over the contractual life of the related loan using the interest method or taken into income at the time the loans are sold. At December 31, 2002 and 2001, the Bank had net deferred loan expenses of approximately $465,000 and net deferred loan fees of approximately $3,000, respectively.

The allowance for loan losses is maintained at a level considered adequate to provide for loan losses. The allowance is increased by provisions charged to operations and realized losses, net of recoveries, are charged directly to the allowance. The allowance for loan losses is evaluated on a regular basis by management. It is based upon management's systematic periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible

<PAGE> F-9

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

to significant revision as more information becomes available. Changes in estimates are provided currently in earnings.

Loans are considered impaired when, based upon current information and events, it is probable that the Bank will not be able to collect principal payments, interest and fees according to the contractual terms of the loan agreement. Management considers the payment status, net worth and earnings potential of a borrower, as well as the value and related cash flow derived from the collateral as factors to evaluate whether a loan will be paid in accordance with its contractual terms. The amount judged to be impaired is the difference between the present value of the expected future cash flows discounted at the loan's original contractual effective interest rate and the net carrying amount of the loan. If foreclosure on a collateralized loan is probable, impairment is measured based on the fair value of the collateral, less costs to sell, compared to the carrying value. If appropriate, a valuation reserve is established to recognize the difference between the carrying value and the fair value. Impaired loans a re charged off when management believes that the collectibility of the loan's principal is doubtful. The Bank considers nonaccrual loans, except for smaller-balance homogenous consumer installment and student loans, to be impaired. All impaired loans are classified as nonaccrual.

Banking Premises and Equipment

Land is stated at cost. Banking premises, leasehold improvements and furniture, fixtures and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are primarily computed by use of the straight-line method over the estimated useful lives of the respective assets or the terms of the respective leases, if shorter. The cost of maintenance and repairs is charged to expense as incurred; major expenditures for betterments are capitalized and depreciated.

Impairment of Long-Lives Assets

The Company reviews long-lived assets, including premises and equipment, for impairment whenever events or changes in business circumstances indicate that the remaining useful life may warrant revision or that the carrying amount of the long-lived asset may not be fully recoverable. If impairment is determined to exist, any related impairment loss is recognized though a charge to earnings. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

Income Taxes

The Company records income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Company's assets and liabilities. Deferred taxes are measured using the enacted tax rates that are expected to be in effect when the amounts related to such temporary differences are realized or settled. The Company must also assess the likelihood that any deferred tax assets will be recovered from future taxable income and to the extent that recovery is not likely, a valuation allowance must be established. Significant management judgement is required in determining income tax expense, and deferred

<PAGE> F-10

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

tax assets and liabilities. As of December 31, 2002, there were no valuation allowances set aside against any deferred tax assets.

Stock Based Compensation

In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 establishes a fair-value-based method of accounting for stock-based compensation plans. The Company has determined that it will account for stock-based compensation for employees under APB Opinion No. 25, Accounting for Stock Issued to Employees, and elect the disclosure-only alternative under SFAS No. 123.

The Company has computed the pro forma disclosures required under SFAS No. 123 for options granted in 2002 and 2001 using the Black-Scholes option pricing model prescribed by SFAS No. 123 using the following assumptions:

 

2002

 

2001

       

Risk-free interest rate

3.39%

 

4.42%

Expected dividend yield

1.4%

 

1.3%

Expected lives

4 years

 

4.5years

Expected volatility

62.43%

 

29.13%

Weighted average fair value of options granted

$18.84

 

$5.78

       

Had compensation cost for the Company's stock option plan been determined consistent with SFAS No. 123, the pro forma net income would have been as follows:

 

2002    

2001    

     

Net income-

   

    As reported

$  13,579 

$  10,366 

Deduct:

   

    Total stock-based employee compensation

   

      expense determined under fair value based

   

      method for all awards, net of tax

        (414)

        (328)

    Pro forma

$  13,165 

$  10,038 

     

Basic EPS-

   

    As reported

$      2.85 

$      1.74 

    Pro forma

$      2.77 

$      1.68 

     

Diluted EPS-

   

    As reported

$      2.72 

$      1.71 

    Pro forma

$      2.64 

$      1.66 

Earnings per Share

Earnings per share is not presented for the year ended December 31, 2000 because the earnings per share calculation for the period prior to April 11, 2000 (the date of

<PAGE> F-11

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

conversion to a stock company) is not meaningful. Prior to April 11, 2000, the Company was a mutual holding company and no stock was outstanding.

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed in a manner similar to that of basic earnings per share except that the weighed average number of common shares outstanding is increased to include the number of additional common shares that would have been outstanding if contracts to issue common stock for stock options and stock awards were exercised during the period using the treasury stock method. Options to purchase 32,122 shares of common stock as of December 31, 2002 were excluded from the calculation of diluted EPS because the options exercise price was greater than the average market price of the common shares for the year ended December 31, 2002 and their inclusion would have been anti-dilutive. ESOP shares committed to be released are considered outstanding while unallocated common shares held by the ESOP are not included in the weighted average num ber of common shares outstanding for either basic or diluted earnings per share calculations. The Bank has previously awarded RRP shares in the years 2000 and 2001 that vest at a rate of 20% per year and RRP shares awarded in 2002 vest at a rate of 25% per year. For purposes of calculating EPS, these vested shares are included in both basic and diluted shares.

Derivative Instruments and Hedging Activities

Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting at inception of the hedge and on an ongoing basis. If a derivative qualifies as a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against the change in the fair value of assets, liabilities, or firm commitments through earnings or are recogniz ed in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is to be immediately recognized in earnings. Also, when a hedged item or derivative is terminated, sold or matures, any remaining value would be recognized in earnings either immediately or over the remaining life of the contract.

During 2001, the Bank entered into an interest rate swap agreement, designated as a cash flow hedge, with a notional value of $20.0 million. The Bank measures the effectiveness of this hedge by modeling the impact on the exposures under various interest rate scenarios. The purpose of this swap is to hedge the variability of interest expense payments on Treasury Index deposit accounts attributable to changes in interest rates. Under the terms of the swap agreement, the Bank receives payments based on weekly average rate on three month U.S. Treasury bills in exchange for payments based on a fixed rate. The swap has a maturity of 2 years and is not callable. As of December 31, 2002, the Bank was receiving a variable rate of

<PAGE> F-12

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

1.207% and paying a fixed rate of 4.10% on this swap. The fair value of the swap of $296,000 and $412,000 was recorded as a liability as of December 31, 2002 and 2001, respectively and the change in market value recorded against accumulated other comprehensive income net of tax of $71,000 for the year ended December 31, 2002.

Interest Income Recognition

It is the policy of the Bank to discontinue the accrual of interest on loans when, in the judgment of management, the ultimate collectibility of principal or interest becomes doubtful. It is the general policy of the Bank to discontinue the accrual of interest on loans delinquent in excess of 90 days. When a loan is placed on nonaccrual status, all interest previously accrued during the year is reversed against current-period interest income. Interest received on nonaccrual loans is either applied against principal or reported as income on the cash basis based on management's judgment as to the collectibility of principal.

Recent Accounting Developments

In October 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets but does not apply to goodwill or intangible assets that are not being amortized and certain other long-lived assets. This Statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting Effects on Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business (as previously defined in that Opinion). This statement also amends Accounting Research Bulletin No. 51, Consolidated Financial Statements, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001. The adoption of this statement did not have a material impact on the Company's consolidated financial position or results of operations.

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". SFAS No. 145, among other things, addresses financial accounting and reporting of gains and losses from extinquishment of debt. SFAS No. 145 requires gains and losses resulting from the extinguishment of debt to be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30. This statement recinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt, "SFAS No.64, "Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements," and amends SFAS No. 13, "Accounting for Leases." SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with early applications encouraged. The Company does not expect that the adoption of this statement will have a material impact on its consolidated financial position or results of operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and

<PAGE> F-13

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

reporting for costs associated with exit or disposal activities. The statement supersedes 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)." SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The Company does not expect that the adoption of this statement will have a material impact on its consolidated financial position or results of operations.

(2)  Investment Securities

The amortized cost and fair value of securities classified as available-for-sale at December 31, 2002 and 2001 are as follows (in thousands):

 

December 31, 2002

   

Gross   

Gross   

 
 

Amortized 

Unrealized

Unrealized

 
 

Cost    

Gains   

Losses   

Fair Value

U.S. Treasury and agency

       

  obligations

$    59,127

$       642

$         - 

$    59,769

Other bonds and notes

21,000

436

21,436

Mortgage-backed securities

    408,228

      9,668

        (98)

    417,798

         

        Total debt securities

488,355

10,746

(98)

499,003

         

Marketable equity securities

        2,795

      7,706

           - 

      10,051

         

        Total securities available-for-sale

$  491,150

$  18,452

$      (98)

$  509,504

         
 

December 31, 2001

   

Gross   

Gross   

 
 

Amortized 

Unrealized

Unrealized

 
 

Cost    

Gains   

Losses   

Fair Value

         

U.S. Treasury and agency

       

  obligations

$    24,759

$       652

$      (53)

$    25,358

Other bonds and notes

57,039

1,869

58,908

Mortgage-backed securities

    171,950

      1,557

      (495)

    173,012

         

        Total debt securities

253,748

4,078

(548)

257,278

         

Marketable equity securities

        1,645

      6,590

        (18)

        8,217

         

        Total securities available-for-sale

$  255,393

$  10,668

$    (566)

$  265,495

         

<PAGE> F-14

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

A schedule of the maturity distribution of debt securities available-for-sale at December 31, 2002 is as follows (dollars in thousands):

 

Amortized

Percent of  

 
 

Cost    

Total     

Fair Value

       

One year or less

$    22,616

4.6%

$    22,878

Over 1 year to 5 years

53,500

11.0   

54,097

Over 5 years to 10 years

175,978

36.0   

179,850

Over 10 years

    236,261

  48.4   

    242,178

       

        Total

$  488,355

100.0%

$  499,003

The amortized cost and fair value of securities classified as held-to-maturity at December 31, 2002 and 2001 are as follows (in thousands):

 

December 31, 2002

   

Gross   

Gross   

 
 

Amortized

Unrealized

Unrealized

 
 

Cost    

Gains   

Losses   

Fair Value

         

U.S. Treasury and agency

       

  obligations

$    5,000

$      5

$     -

$    5,005

Mortgage-backed securities

    34,807

    798

       -

    35,605

         

        Total securities

       

          held-to-maturity

$  39,807

$  803

$    -

$  40,610

         
 

December 31, 2001

   

Gross

Gross

 
 

Amortized

Unrealized

Unrealized

 
 

Cost

Gains

Losses

Fair Value

         

U.S. Treasury and agency

       

  obligations

$  12,000

$    42

$     -

$  12,042

Mortgage-backed securities

      2,444

    139

       -

      2,583

         

        Total securities

       

          held-to-maturity

$  14,444

$  181

$     -

$  14,625

<PAGE> F-15

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

A schedule of the maturity distribution of debt securities held-to-maturity at December 31, 2002 is as follows (dollars in thousands):

 

Amortized

Percent of  

 
 

Cost    

Total     

Fair Value

       

One year or less

$    5,000

12.6%

$    5,005

Over 1 year to 5 years

-

0.0   

-

Over 5 years to 10 years

24,815

62.3   

25,502

Over 10 years

      9,992

25.1   

    10,103

       

        Total

$  39,807

100.0%

$  40,610

Actual maturities of mortgage-backed securities may differ from contractual maturities presented because borrowers have the right to prepay obligations without incurring prepayment penalties.

Proceeds from the sales of investment securities and related gross gains and gross losses for the years ended December 31, 2002, 2001 and 2000 were as follows (in thousands):

 

Year Ended December 31,    

 

2002    

2001    

2000    

       

Proceeds from sales

$  3,994

$  374

$  35,393

       

Gross gains

72

374

10

       

Gross losses

-

-

613

       

(3)  Loans

The Bank's lending activities are conducted principally in Massachusetts. The Bank grants single-family and multifamily residential loans, commercial real estate loans, commercial loans and a variety of consumer loans. In addition, the Bank grants loans for the construction of residential homes, multifamily properties and commercial real estate properties. Most loans granted by the Bank are collateralized by real estate. The ability and willingness of the single-family residential and consumer borrowers to honor their repayment commitments is generally dependent on the level of overall economic activity within the borrowers' geographic areas and real estate values. The ability and willingness of the commercial real estate, commercial and construction loan borrowers to honor their repayment commitments is generally dependent on the health of the real estate economic sector in the borrowers' geographic areas and the general economy.

<PAGE> F-16

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

The Bank's loan portfolio consisted of the following (in thousands):

 

December 31,

 

2002    

2001    

     

Real estate loans-

   

    Residential

$  468,561

$  411,630

    Commercial

292,160

265,854

    Home equity lines of credit

76,801

90,105

    Construction and land

        5,000

      11,442

     

        Total real estate loans

842,522

779,031

     

Commercial

1,078

653

     

Consumer

        2,750

        4,286

     

        Total loans

846,350

783,970

     

Less - Allowance for loan losses

      10,007

        9,321

     

        Total loans, net

$  836,343

$  774,649

The Company maintains an allowance for loan losses through a provision that is charged to income. Management determines the adequacy of the allowance through regular monitoring of the loan portfolio, and quarterly assessments of the loss potential in the portfolio. Although it involves significant uncertainties, this review process takes into account historical loan loss experience, known and inherent risks in the loan portfolio, changes in categories with higher loss potential such as commercial real estate loans and jumbo residential mortgage loans and the estimated values of the underlying collateral. Management also considers the effects on the portfolio and its underlying collateral from economic and market trends. Management's methodology for assessing the adequacy of the allowance includes a review of the components, which include a formula allowance for performing loans and a specific allowance for any identified problem loans. Changes in the volume and concentrations of performing loans affects the formula allowance and the allocation of the allowance among types of loans. Changes in the balance of impaired loans affect the specific reserve.

The specific allowance incorporates the results of measuring impairment for specifically identified problem loans in accordance with SFAS No. 114, "Accounting By Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." In accordance with SFAS No.'s 114 and 118, the specific allowance reduces the carrying amount of the impaired loans to their estimated fair value. A loan is recognized as impaired when it is probable that principal and/or interest are not collectible in accordance with the loan's contractual terms. Measurement of impairment is based on the present value of anticipated future cash flows, fair value of collateral, or the loan's observable market price. Measurement of impairment does not apply to large groups of smaller balance homogeneous loans such as consumer

<PAGE> F-17

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

installment and student loans. As of December 31, 2002 and 2001, the Company had no impaired loans.

The formula allowance is calculated by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined, loans held for sale and loans that are secured by pledged deposits. Each quarter, the Bank prepares an allowance for loan loss worksheet which categorizes the loan portfolio by risk characteristics such as loan type and loan grade. Changes in the mix of loans and the internal loan grades affect the amount of the formula allowance. Loss factors are assigned to each category based on the Bank's assessment of each category's inherent risk. In determining the loss factors to apply to each loan category, the Bank considers historical losses, peer group comparisons, industry data and loss percentages used by banking regulators for similarly graded loans. Because the determination of future loss potential is inherently uncertain, a portion of the formula allowance is not allocated to any loan category. This non-specific reserve is maintaine d because the analysis of the economy, the business environment, and other external factors is inherently a subjective and imprecise process, and therefore the impact of such external factors on the portfolio can be precisely measured.

Nonaccrual loans consisted of the following (in thousands):

 

December 31,

 

2002  

2001  

     

Residential real estate

$  283

$      -

Consumer loans

      78

    133

     
 

$  361

$  133

If these loans had been paying in accordance with their original contractual terms, approximately $25,000 and $14,000 of additional interest income would have been recorded in 2002 and 2001, respectively. There are no commitments to extend additional credit on these loans.

<PAGE> F-18

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

An analysis of the allowance for loan losses is as follows (in thousands):

 

2002   

2001   

2000   

       

Balance, beginning of year

$    9,321 

$  8,059 

$  7,081 

       

    Provision for loan losses

         650 

    1,225 

       916 

       

    Charge-offs-

     

        Real estate

-

(18)

-

        Commercial

-

(2)

-

        Consumer

          (42)

        (28)

        (38)

       
 

          (42)

        (48)

        (38)

       

    Recoveries-

     

      Consumer

           78 

         85 

       100 

       
 

           78 

         85 

       100 

       

            Net (charge-offs)

     

              recoveries

           36 

         37 

         62 

       

Balance, end of year

$  10,007 

$  9,321 

$  8,059 

In the ordinary course of business, the Bank has granted loans to directors and principal officers at substantially the same terms and conditions as those prevailing at the time of origination for comparable transactions with other borrowers. In the opinion of management, these loans do not involve more than normal risk of collectibility. The aggregate amount of these loans was approximately $650,000 and $400,000 at December 31, 2002 and 2001, respectively. During 2002, there was one loan secured by residential real estate granted for $250,000. None of these loans were on nonaccrual status during 2002 and 2001.

Loans serviced for other investors amounted to approximately $96.7 million and $143.6 million at December 31, 2002 and 2001, respectively. There are no formal recourse provisions related to these loans.

<PAGE> F-19

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

(4)  Banking Premises and Equipment

A summary of the cost and accumulated depreciation and amortization of banking premises and equipment and their estimated useful lives is as follows (in thousands):

 

December 31,        

 

   Estimated

 

2002    

2001    

 

  Useful Life

         

Land

$    2,847

$    2,847

   

Banking premises and

     

30-39 years or

  leasehold improvements

21,933

21,277

 

lease term

Furniture, fixtures and

       

  equipment

      4,060

      4,012

 

3-10 years

         
 

28,840

28,136

   
         

Less - Accumulated depreciation and amortization

      5,997

      4,706

   
         
 

$  22,843

$  23,430

   

Depreciation and amortization expense of banking premises and equipment for the years ended December 31, 2002, 2001 and 2000 amounted to approximately $1,865,000, $1,863,000 and $1,479,000, respectively, and is included in occupancy and equipment expenses in the accompanying consolidated statements of operations.

(5)  Deposits

A summary of deposit balances, by type, is as follows (in thousands):

 

December 31,

 

2002    

2001    

     

Demand deposit accounts

$       58,159

$    54,242

NOW accounts

158,748

112,521

Regular savings accounts

64,997

55,963

Money market accounts

       512,924

    334,686

     

        Total noncertificate accounts

       794,828

    557,412

     

Term certificates-

   

    Term certificates less than $100,000

263,865

249,631

    Term certificates of $100,000 and over

         97,916

      77,486

     

        Total term certificate accounts

       361,781

    327,117

     

        Total deposits

$  1,156,609

$  884,529

<PAGE> F-20

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

A schedule of the maturity distribution of term certificates with weighted average interest rates is as follows (dollars in thousands):

 

December 31,

 

2002

2001

   

Weighted

 

Weighted

   

Average

 

Average

   

Interest

 

Interest

 

Amount  

Rate

Amount  

Rate

         

Within 1 year

$  160,914

3.20%

$  220,749

4.88%

Over 1 to 2 years

148,904

4.17

50,650

4.87

Over 2 to 3 years

27,655

4.42

43,324

4.49

Over 3 to 5 years

      24,308

4.49

      12,394

5.62

         
 

$  361,781

3.78%

$  327,117

4.85%

(6)  Federal Home Loan Bank Advances

Federal Home Loan Bank (FHLB) advances are collateralized by a blanket-type pledge agreement on the Bank's FHLB stock, certain qualified investment securities, deposits at the FHLB and first mortgages on residential property. As a member of the FHLB, the Bank is required to invest in stock of the FHLB at an amount equal to 1% of its outstanding first mortgage residential loans, 0.3% of total assets or 5% of its outstanding advances from the FHLB, whichever is higher. As and when such stock is redeemed, the Bank will receive from the FHLB an amount equal to the par value of the stock. The Bank also has access to a preapproved daily line of credit of $11,003,000. Under this line of credit, funds advanced as of December 31, 2002 and December 31, 2001 were $0 and $1,618,000 respectively.

A schedule of the maturity distribution of FHLB advances with weighted average interest rates is as follows (dollars in thousands):

 

December 31,

 

2002

2001

   

Weighted

 

Weighted

   

Average

 

Average

   

Interest

 

Interest

 

Amount  

Rate

Amount  

Rate

         

Within 1 year

$    21,485

2.17%

$      7,218

4.98%

Over 1 to 5 years

117,653

4.11

30,052

3.92

Over 5 to 10 years

23,308

4.75

64,419

5.10

10 years and over

      13,120

6.19

      13,560

6.19

         
 

$  175,566

4.11%

$  115,249

4.91%

The Bank may be subject to a substantial penalty upon prepayment of FHLB advances.

<PAGE> F-21

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

(7)  Income Taxes

The components of the provision for income taxes for the years ended December 31 are as follows (in thousands):

 

2002  

2001  

2000  

       

Current-Expense

     

    Federal

$  7,406 

$  5,370 

$  3,204

    State

    1,011 

       749 

       391 

       

        Total current

    8,417 

    6,119 

    3,595 

       

Deferred Benefit-

     

    Federal

(369)

(255)

(384)

    State

        (97)

        (61)

        (64)

       

        Total deferred

      (466)

      (316)

      (448)

       

        Total

$  7,951 

$  5,803 

$  3,147 

The difference between the income tax rate computed by applying the statutory federal income tax rate to income before income taxes and the actual effective income tax rate is summarized as follows:

 

2002  

2001  

2000  

       

Statutory rate

35.0 %

35.0 %

34.0 %

Increase (decrease) resulting from-

     

    State taxes, net of federal benefit

2.8    

2.8    

2.4    

    Dividends-received deduction

(0.4)   

(0.4)   

(0.7)   

    Tax credits

(0.1)   

(1.2)   

(0.4)   

    Other, net

 (0.4)   

 (0.3)   

 (0.5)   

       
 

36.9 %

35.9 %

34.8 %

The primary items giving rise to the temporary differences included in the Bank's net deferred tax asset between year ends are the allowance for possible loan losses, certain unfunded employee benefit accruals, unrealized gains and losses on available-for-sale securities, deferred loan origination fees and depreciation. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

<PAGE> F-22

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

At December 31, the Bank's net deferred tax asset consisted of the following components (in thousands):

 

2002   

2001   

     

Deferred Tax Assets-

   

    Allowance for loan losses

$   4,185 

$  3,899

    Supplemental pension

1,486 

835

    Depreciation

381 

381

    Net unrealized loss on swap agreement

124 

169

    Other

        646 

    1,008

     
 

     6,822 

    6,292

     

Deferred Tax Liabilities-

   

    Net unrealized gain on securities

   

    available-for-sale

6,976 

3,607

    Limited partnership

2,551 

2,446

    Other

          25 

         21

     
 

     9,552 

    6,074

     

        Net deferred tax asset (liability)

$  (2,730)

$     218

At December 31, 2002, the Bank's retained earnings include approximately $4,420,000 of bad debt reserves, representing the base year amount, for which income taxes have not been provided. Since the Bank does not intend to use the suspended bad debt reserve for purposes other than to absorb the losses for which it was established, deferred taxes in the amount of $1,850,000 have not been recorded with respect to such reserve.

In March 2003, the Company announced that it would accrue a liability in the first quarter of 2003 of approximately $840,000, representing an estimate of the additional state tax liability, including interest (net of any federal and state tax deductions associated with such taxes and interest), relating to the deduction for dividends received from its real estate investment trust subsidiary ("REIT") for the 2001 and 2002 fiscal years. The accrued liability is the result of new legislation signed by the Governor of Massachusetts that amended Massachusetts law to expressly disallow the deduction for dividends received from a REIT. This amendment applies retroactively to tax years ending on or after December 31, 1999. As a result of the enactment of this legislation, the Company also ceased recording the tax benefits associated with the dividend received deduction effective for the 2003 tax year and accrued the liability described above.

The Company believes that this legislation will be challenged, especially the retroactive provisions, on constitutional and other grounds. The Company intends to support such a challenge and defend vigorously its position that the deductibility of dividends received by the Bank from its REIT was fully compliant with Massachusetts law at the time.

<PAGE> F-23

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

(8)  Commitments and Contingencies

In the normal course of business, there are outstanding commitments and contingencies that are not reflected in the consolidated financial statements. On April 1, 2002, the Bank entered into a Master Commitment to deliver or sell $5,000,000 in residential mortgage loans to a federal agency on or before March 31, 2003. At December 31,2002 this commitment was primarily fulfilled. The Bank entered into this commitment for continued relationship purposes even though the Bank intends to sell most of its loans servicing released. If the commitment was not fulfilled, a penalty will not have been assessed against the Bank.

The Bank operates branch offices and certain other operations under leases that are classified as operating leases. The leases contain renewal options that guarantee the Bank the right to extend the leases for additional periods and also provide that the Bank shall pay, as additional rent, a proportionate share of any increase in real estate taxes. At December 31, 2002, future minimum lease payments are as follows:

Year ending December 31,

 

    2003

$  1,117,000

    2004

1,074,000

    2005

891,000

    2006

822,000

    2007

685,000

    Thereafter

    2,454,000

   

        Total minimum lease payments

$  7,043,000

The operating leases contain renewal options for periods ranging from one to 15 years, the cost of which is not included above. Rental expense amounted to approximately $1,254,000, $963,000 and $1,051,000 for the years ended December 31, 2002, 2001 and 2000, respectively, and is included in occupancy and equipment expenses in the accompanying consolidated statements of operations.

Aggregate reserves (in the form of deposits with the Federal Reserve Bank and vault cash) of $3,215,000 and $4,051,000 were maintained to satisfy regulatory requirements at December 31, 2002 and 2001, respectively.

In the ordinary course of business, the Bank is involved in litigation. Based on its review of current litigation and discussion with legal counsel, management does not expect that the resolution of such matters will have a material adverse effect upon the Bank's consolidated financial condition or results of operations.

(9)  Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by the 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 the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet

<PAGE> F-24

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

items, as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined) and Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2002, that the Company and the Bank met all capital adequacy requirements to which they are subject.

As of December 31, 2002, the most recent notification from the Federal Reserve Bank of Boston relating to the Company classified the Company's capital as satisfactory, and the most recent notification from the FDIC relating to the Bank categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, an insured depository institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank's category.

The Company's and the Bank's actual capital amounts and ratios as of December 31, 2002 and 2001 are also presented in the table.

     

To Be Well

   

For Capital

Capitalized Under

   

Adequacy

Prompt Corrective

 

Actual

Purposes

Action Provisions

 

Amount    

Ratio    

Amount    

Ratio    

Amount    

Ratio    

 

(dollars in thousands)

             

As of December 31, 2002

           
             

Company (consolidated)-

           

    Total capital (to risk-weighted assets)

$122,280

17.14%

> or = $57,059

> or = 8.0%

N/A

N/A

    Tier 1 capital (to risk-weighted assets)

109,883

15.41   

28,530

4.0   

N/A

N/A

    Tier 1 capital (to average assets)

109,883

7.58   

57,949

4.0   

N/A

N/A

Bank-

           

    Total capital (to risk-weighted assets)

101,125

14.45%

55,999

8.0   

> or = $69,999

> or = 10.0%

    Tier 1 capital (to risk-weighted assets)

92,357

13.19   

28,000

4.0   

42,000

6.0   

    Tier 1 capital (to average assets)

92,357

6.46   

57,207

4.0   

71,509

5.0   

<PAGE> F-25

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

     

To Be Well

   

For Capital

Capitalized Under

   

Adequacy

Prompt Corrective

 

Actual

Purposes

Action Provisions

 

Amount    

Ratio    

Amount    

Ratio    

Amount    

Ratio    

 

(dollars in thousands)

             

As of December 31, 2001

           
             

Company (consolidated)-

           

    Total capital (to risk-weighted assets)

$128,098

20.05%

51,118

8.0%

N/A

N/A

    Tier 1 capital (to risk-weighted assets)

117,137

18.33   

25,559

4.0   

N/A

N/A

    Tier 1 capital (to average assets)

117,137

10.56   

44,360

4.0   

N/A

N/A

Bank-

           

    Total capital (to risk-weighted assets)

94,431

15.24   

49,581

8.0   

> or = $61,976

> or = 10.0%

    Tier 1 capital (to risk-weighted assets)

86,663

13.98   

24,790

4.0   

37,186

6.0   

    Tier 1 capital (to average assets)

86,663

8.08   

42,883

4.0   

53,604

5.0   

(10)  Employee Benefits

Pension Plan

Through October 31, 2000, the Bank provided pension benefits for eligible employees through the Savings Banks Employees' Retirement Association's (SBERA) Pension Plan (the Plan). Each employee reaching the age of 21 and having completed one year of service became a participant. All participants were fully vested after three years of service.

In September 2000, the Board of Directors voted to freeze benefits under the SBERA Plan effective October 31, 2000 and to terminate the SBERA plan on or about March 1, 2001. In connection with this decision, the SBERA Plan was also amended to improve the benefit formula for current employees and permit payment of lump sums.

As a result of the decision to terminate the SBERA Plan, the Bank recognized, in non-interest income, a curtailment gain of $448,000 in 2000, representing the difference between the estimated benefit obligation and the accumulated benefit obligation at the effective date of termination.

In December 2001, all obligations of the Cambridgeport Bank SBERA Plan were settled with excess assets of $1,206,000 to be returned to the bank. A pretax gain of $2,212,000 was recognized with this settlement.

<PAGE> F-26

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

According to the Plan's actuary, and in accordance with SFAS No. 132, Employers' Disclosures About Pensions and Other Postretirement Benefits, the following summary sets forth the Plan's funded status and amounts included in the Bank's consolidated balance sheet as of December 31, 2001.

 

2001   

 

(in thousands)

Benefit obligation at beginning of year

$   4,256   

    Settlements

(4,907)  

    Plan amendments

        651   

   

Benefit obligation at end of year

$          -   

   

Fair value of assets at beginning of year

$   5,880   

    Actual return on plan assets

233   

    Settlements

(4,907)  

    Reversion to employer

    (1,206)  

   

Fair value of assets at end of year

$          -   

Actuarial assumptions used in determining plan obligations and net pension expense are as follows:

 

2001

2000   

     

Discount rate used to calculate projected

   

  benefit obligation

N/A

7.75%

Expected long-term rate of return on plan

   

  assets

N/A

8.0%

Annual salary increase

N/A

4.5%

     

Service cost benefit earned during the

   

  period

$    -

$   413 

Interest cost on projected benefit

   

  obligation

      -

320 

Expected return on plan assets

      -

(421)

Amortization of transition asset

      -

(22)

Amortization of net gain

      -

      (93)

     

            Net pension cost

$    -

$   197 

Effective May 4, 1999, the Bank adopted a 1999 Nonqualified Pension Plan (the 1999 Nonqualified Plan) for certain executive officers. The accrued liability associated with this 1999 Nonqualified Plan for the periods ended December 31, 2002 and 2001 was approximately $2,606,000 and $1,997,000, respectively. The net expense associated with the 1999 Nonqualified Plan for the years ended December 31, 2002, 2001 and 2000 was approximately $609,000, $164,000 and $136,000,

<PAGE> F-27

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

respectively, and is included in compensation and employee benefits in the accompanying consolidated statements of operations.

The Nonqualified Plan is being funded through a life insurance program, with policy benefits accruing to the Bank. The cash surrender value of the policies was approximately $4,437,000 and $4,246,000 at December 31, 2002 and 2001, respectively, and is included in other assets in the accompanying consolidated balance sheets.

The Bank offers a SBERA 401(k) Plan (the 401(k) Plan) for employees. Each employee reaching the age of 21 and work between 20 to 40 hours per week are eligible to participate in the first payroll of the month following their being hired. Participants are 100% vested in their accounts. Participating employees are able to contribute up to 15% of their salary, and the Bank matches 100% of a participant's deferral contribution up to the first 5% of the deferral amount subject to the maximum allowable under federal regulations. The Bank's matching contribution expense was approximately $375,000, $318,000 and $175,000 for the years ended December 31, 2002, 2001 and 2000, respectively, and is included in compensation and employee benefits in the accompanying consolidated statements of operations.

Employee Stock Ownership Plan

In connection with the Company's conversion from mutual to stock form and initial public offering, the Company established an Employee Stock Ownership Plan (ESOP) that acquired 8% or 595,425 shares at an average price of $12.62 per share. The purchase of the shares by the ESOP was funded by a loan of $7,514,000 from the Company. The loan is to be repaid over 30 years in equal yearly installments of $645,754. Interest on the loan is fixed at 8.00%. The loan is secured by the unallocated shares of the ESOP. The Company intends to allocate shares annually over the term of the loan.

ESOP expense is recorded when shares are committed to be released for allocation to the employees account and is based on the average market value of the Company's common stock at the time, which may differ from the average purchase price of those shares. Such changes in market value impact the Bank's results of operations but have no impact on stockholders' equity.

At December 31, 2002 and 2001, the ESOP held unallocated shares with an aggregate cost of $6,775,000 and $7,026,000 and a market value of $23,011,000 and $14,488,000, respectively. For the years ended December 31, 2002 and 2001, $714,000 and $424,000 was charged to compensation and employee benefit expense, respectively, based on a commitment to release 19,848 shares to employees in both years.

The ESOP Restoration Plan

In 2000, the Company also implemented a plan to provide payments to certain executives who are prevented from receiving the full benefits contemplated by the ESOP's benefit formula. The payments consist of payments in lieu of shares that cannot be allocated to participants under the ESOP due to the limitations imposed on tax-qualified plans and, in the case of participants who retire before the repayment in

<PAGE> F-28

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

full of the ESOP's loan, payments in lieu of the shares that would have been allocated if employment had continued through the full term of the loan. The Company recognized expense of $282,000 and $160,000 for the years ended December 31, 2002 and 2001, respectively.

Stock Option Plan

In October 2000, the Company approved a stock option plan (the Plan) which was approved by the shareholders for officers, key employees and directors. The Plan is authorized to grant options to purchase up to 744,282 shares. As of December 31, 2002 and 2001, 740,582 and 731,000 options had been granted with a weighted average exercise price of $18.60 and $17.48, respectively, representing the fair market values on the dates the options were granted. Stock options vest at a rate of 20% per year and no option has a term that is longer than 10 years.

At December 31, 2002, 3,700 shares remain available for future grants. A summary of plan activity is as follows:

 

Number of

Exercise Price

Weighted

 

Shares  

Range     

Average 

       

Outstanding, December 31, 2001

716,500

$  15.88-28.06

17.51

    Options granted

36,722

28.18-44.80

40.92

    Options exercised

(39,060)

15.88-19.13

16.01

    Options canceled

 (27,140)

  15.88-39.88

    18.48

       

Outstanding, December 31, 2002

687,022

$  15.88-44.80

$  18.81

       

Exercisable, December 31, 2002

238,966

$  15.88-28.06

$  17.45

       

 

Options Outstanding

 

Number

Weighted

 
 

Outstanding

Average

Weighted

 

at

Remaining

Average

Exercise

December 31,

Contractual

Exercise

Price

2002

Life (in Years)

Price

       

$  13.44-17.92

516,990

  7.8

$  15.89

17.92-22.40

  59,860

  8.3

  19.55

26.88-31.36

  78,050

  9.0

  28.08

35.84-40.32

  14,700

  9.5

  38.47

40.32-44.80

  17,422

10.0

  44.80

       

Outstanding

687,022

  8.1

$  18.81

<PAGE> F-29

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

 

Options Exercisable

 

Number

Weighted

 
 

Outstanding

Average

Weighted

 

at

Remaining

Average

Exercise

December 31,

Contractual

Exercise

Price

2002

Life (in Years)

Price

       

$  16.88-28.06

238,966

  8.0

$  17.45

 

Number of

Exercise Price

Weighted

 

Shares  

Range     

Average 

       

    Granted during 2000

662,250

    15.88-16.81

    15.88

       

Outstanding, December 31, 2000

662,250

    15.88-16.81

    15.88

    Options granted

149,410

    17.06-28.06

    23.78

    Options exercised

(14,500)

    15.88-15.88

    15.88

    Options canceled

(80,660)

    15.88-18.13

    16.04

       

Outstanding, December 31, 2001

716,500

$  15.88-28.06

$  17.51

       

Exercisable, December 31, 2001

103,018

$  15.88-16.81

$  15.88

       

Recognition and Retention Plan

The Company adopted the Recognition and Retention Plan (RRP), which was approved by shareholders' in October 2000. The RRP is authorized to purchase up to 297,713 shares of restricted stock. These shares were purchased during the first quarter of 2001. The RRP awarded 17,400 shares and 1,000 shares as of December 31, 2002 and December 31, 2001, respectively. During the year 2002, 1,244 shares were forfeited compared to 7,000 shares forfeited during the year 2001. As of December 31, 2002, the trustee holds 4,822 shares that have not been awarded. RRP that were awarded in 2002 will vest at a rate of 25% per year compared to a 20% vesting rate for 2001 RRP awards. For the years ending December 31, 2002 and 2001, the Company recognized compensation expense of $1,298,000 and $883,000, respectively. Compensation expense is based on the market price on the grant date and amortized over the corresponding vesting period.

<PAGE> F-30

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

(11)  Financial Instruments with Off-Balance-Sheet Risk and Concentration of
        Credit Risk

The Bank is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers and to reduce interest rate risk. These financial instruments primarily include commitments to extend credit.

These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the accompanying consolidated balance sheets.

The contract amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for on-balance-sheet financial instruments.

Off-balance-sheet financial instruments whose contract amounts present credit risk include the following (in thousands):

 

December 31,

 

2002   

2001   

     

Commitments to originate loans-

   

    Variable

$  25,754

$  22,784

    Fixed

30,281

40,274

Unadvanced home equity lines of credit

172,006

167,949

Unadvanced lines of credit

19,260

16,165

Forward Commitments to sell loans

43,374

3,160

Interest rate swap-notional value

20,000

20,000

Commitments to originate loans and unadvanced lines of credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the borrower. The collateral supporting these commitments varies and may include real property, accounts receivable or inventory. The Bank originates primarily residential and commercial real estate loans and, to a lesser extent, installment loans to customers primarily located in eastern Massachusetts.

In 2001, as a component of its asset/liability, management activities intended to control interest rate exposure, the Bank has entered into a off-balance-sheet hedging transaction. An interest rate swap agreement, representing a transaction, which

<PAGE> F-31

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

involves the receiving of a variable rate and paying a fixed rate without the exchange of the underlying principal amounts. The weighted average rate of variable interest payments received was 1.63% and 2.74% during 2002 and 2001, respectively and the weighted average rate of fixed interest payments made was 4.10%. As a result of this interest rate swap, the Bank realized additional interest expense of $492,000 and $152,000 for the years ended December 31, 2002 and 2001, respectively. There was no impact on income as a result of any hedge ineffectiveness associated with this interest rate swap.

Entering into the interest rate swap agreement involves both the credit risk of dealing with counterparties and their ability to meet the terms of the contracts and interest rate risk. While notional principal amounts are generally used to express the volume of these transactions, the amounts potentially subject to credit risk are small due to the structure of the agreements. The Bank is a direct party to this agreement that provides for the net settlement between the Bank and the counterparty, on a quarterly and semiannual basis. Should the counterparty fail to honor the agreement, the Bank's credit exposure is limited to the net settlement amount. The Bank has a net payable on this interest rate swap of $35,000 as of December 31, 2002.

(12)  Fair Values of Financial Instruments

The reported fair values of financial instruments are based on a variety of valuation techniques. In some cases, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions concerning the amount and timing of estimated future cash flows, assumed discount rates reflecting varying degrees of risk and future expected-loss assumptions.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank's entire holdings of a particular financial instrument. Because a market may not readily exist for a significant portion of the Bank's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors.

These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax implications of unrealized gains and losses can also have a significant effect on the fair value of the financial instruments that could have been realized as of December 31, 2002 and 2001 or that will be realized in the future.

The following methods and assumptions were used by the Bank in estimating fair values of the Bank's financial instruments.

<PAGE> F-32

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

Cash and Cash Equivalents

The balance sheet carrying amounts for cash and cash equivalents approximate fair value due to the short maturities of those instruments.

Certificates of Deposit and Investment Securities

Fair value for investment securities and certificates of deposit are based on published market prices, if available. If published market prices are not available, fair values are based on quotations received from securities dealers for comparable securities.

Loans Held for Sale

For loans held for sale, fair value is based on prevailing market conditions and commitments from institutional investors to purchase such loans.

Loans

The fair values of loans are estimated for loan portfolios of similar characteristics. Loans are segregated by type, by fixed- and adjustable-rate interest terms and by performing and nonperforming status.

For variable-rate loans tied to the Bank's prime rate, which reprice frequently and entail no significant change in credit risk, fair values are based on the carrying values. The estimated fair values of all other loans are estimated based on discounted cash flow analyses using interest rates currently offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of accrued interest approximates its fair value.

FHLB and Savings Bank Life Insurance Stock

The carrying amount reported in the accompanying consolidated balance sheets approximates fair value. If redeemed, the Company will receive an amount equal to the par value of the stock.

Deposit Liabilities

The fair value of deposits does not include the value of the Bank's long-term relationships with its depositors nor do they reflect the value associated with possessing this relatively inexpensive source of funds, which may be available for a considerable length of time. The fair value of noncertificate deposits is equal to the amount payable on demand at the reporting date. The fair values of certificates of deposit are estimated by discounting the contractual future cash flows at rates currently offered for certificates of deposit with similar remaining maturities. No consideration has been given to determine the deposit premium associated with a core deposit intangible.

<PAGE> F-33

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

Borrowings

The fair value of the Bank's borrowings are estimated using discounted cash flow analyses based on the Bank's current incremental borrowing rates for similar types of borrowing arrangements

Interest Rate Swap Agreements

The fair value of the off-balance-sheet interest rate swap agreements is the net of the present values of the pay fixed/receive floating payments, discounted at current swap rates for the appropriate remaining term of existing swaps.

Other Off-balance-Sheet Instruments

The fair values of commitments are estimated using the fees charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The Bank's commitments for unused lines of credit are at floating rates, which approximate current market rates. The fair value of the commitments to extend credit and for unused lines of credit at December 31, 2002 and 2001 were deemed immaterial to the SFAS No. 107 disclosure and have been excluded.

Certain assets are excluded from disclosure requirements, including banking premises and equipment, the intangible value of the Bank's portfolio of loans serviced for others and the intangible value inherent in the Bank's deposit relationships among others. Accordingly, the aggregate fair value amounts presented below do not represent the underlying value of the Bank.

The estimated fair values of the Bank's financial instruments at December 31, 2002 and 2001 are as follows:

 

2002

2001

 

Carrying

Estimated

Carrying

Estimated

 

Value

Fair Value

Value

Fair Value

 

(in thousands)

         

Financial assets-

       

    Cash and cash equivalents

$    20,665

$    20,665

$    36,244

$    36,244

    Certificates of deposit

2,262

2,262

2,126

2,126

    Investment securities

549,311

550,114

279,939

280,120

    Loans held-for-sale

13,718

13,718

1,571

1,571

    Loans, net

836,343

867,825

774,649

786,282

    Federal Home Loan Bank

       

      stock

10,196

10,196

6,273

6,273

    Savings Bank Life Insurance

       

      stock

1,934

1,934

1,934

1,934

<PAGE> F-34

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

 

2002

2001

 

Carrying

Estimated

Carrying

Estimated

 

Value

Fair Value

Value

Fair Value

 

(in thousands)

         

Financial liabilities-

       

    Noncertificate deposits

794,828

794,828

557,412

557,412

    Certificate deposits

361,781

371,169

327,117

332,230

    FHLB Advances

175,566

184,084

115,249

116,605

    Off-balance-sheet-

       

Interest rate swap agreements

296

296

412

412

         

(13)  Condensed Parent Company Financial Statements

The balance sheets of the Company are as follows (in thousands):

 

December 31,

 

2002

2001

     

Assets:

   

    Cash and due from banks

$      2,645

$               1

    Investment in subsidiary

117,786

124,188

    Other assets

           678

           833

     

        Total assets

$  121,109

$  125,022

     

Liabilities and Stockholders' Equity:

   

    FHLB borrowings

$             -

$      1,618

    Accrued expenses and other liabilities

16

6

    Stockholders' equity

    121,093

    123,398

     

        Total liabilities and stockholders' equity

$  121,109

$  125,022

<PAGE> F-35

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

The statements of operations of the Company are as follows (in thousands):

 

Years Ended December 31,

 

2002  

2001  

2000  

       

Interest and Dividend Income:

     

    Dividends received from subsidiaries

$    8,000 

$  14,736

$         - 

    Interest and dividends on investment securities

             5 

         171 

      247 

       

        Total income

      8,005 

    14,907 

      247 

       

Noninterest Expense:

     

    Other operating expenses

      1,435 

      1,078 

      628 

       

        Total noninterest expense

      1,435 

      1,078 

      628 

       

        Income (loss) before provision for income

     

          taxes and equity in undistributed net

     

          income of subsidiary

      6,570 

    13,829 

      (381)

       

(Benefit) Provision for Income Taxes

        (500)

        (318)

      (153)

       

        Income (loss)before equity in undistributed

     

          net income of subsidiary

7,070 

14,147 

(228)

       

Equity in Undistributed Net Income of Subsidiary

      6,509 

     (3,781)

    6,129 

       

        Net income

$  13,579 

$  10,366 

$  5,901 

<PAGE> F-36

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

The statements of cash flows of the Company are as follows (in thousands):

 

Years Ended December 31,

 

2002  

2001  

2000  

       

Cash Flows from Operating Activities:

     

    Net income

$  13,579 

$  10,366 

$    5,901 

    Adjustments to reconcile net income to

     

      net cash provided by operating activities-

     

        Equity in undistributed earnings of

     

          subsidiary

(6,509)

3,781 

(6,129)

        Net increase (decrease) on other liabilities

10 

(66)

(30)

        Net decrease (increase) in other assets

156 

(768)

493 

        Other, net

      2,013 

      1,299 

         471 

       

            Net cash provided by operating

     

              activities

      9,249 

    14,612 

         766 

       

Cash Flows from Investing Activities:

     

    Investment in subsidiaries

-

(75,214)

    Repayment of investment in subsidiaries

    18,180 

    13,300 

   (13,940)

       

            Net cash provided by (used in)

     

              investing activities

    18,180 

    13,300 

   (61,274)

       

Cash Flows from Financing Activities:

     

    Proceeds of stock offering, net

71,820 

    Proceeds from short-term borrowings

10,080 

    Repayments of short-term borrowings

(1,618)

(8,462)

    Purchase of treasury stock

(21,186)

(35,390)

    Exercise of stock options

561 

230 

    Purchase of stock for RRP

(5,453)

    RRP and Stock Option tax benefits

328 

32 

 

    Cash dividends

     (2,870)

     (1,464)

        (372)

       

            Net cash (used in) provided by

     

              financing activities

   (24,785)

   (40,427)

    71,448 

       

Net (Decrease) Increase in Cash and Cash

     

  Equivalents

2,644 

(12,515)

10,940 

       

Cash and Cash Equivalents, beginning of year

             1 

    12,516 

      1,576 

       

Cash and Cash Equivalents, end of year

$    2,645 

$             1 

$  12,516 

<PAGE> F-37

 

PORT FINANCIAL CORP.

Notes to Consolidated Financial Statements
December 31, 2002, 2001 and 2000

(14)  Selected Quarterly Consolidated Financial Information (unaudited)

The following table presents quarterly unaudited financial information of the Company for 2002 and 2001:

 

Fourth

Third

Second

First

 

Quarter

Quarter

Quarter

Quarter

 

(dollars in thousands)

         

2002

       
         

Total interest and dividend income

$  21,151

$  21,229

$  20,286

$  18,692

Total interest expense

8,997

9,879

9,233

8,129

Net interest income

12,154

11,350

11,053

10,563

Provision for loan losses

75

50

225

300

Net interest income after provision for

       

  loan losses

12,079

11,300

10,828

10,263

Total other non-interest income

1,760

1,283

1,240

1,113

Total non-interest expense

7,014

6,996

7,410

6,916

Income before provision for income

       

  taxes

6,825

5,587

4,658

4,460

Provision for income taxes

      2,547

      2,082

      1,690

      1,632

         

Net income

$    4,278

$    3,505

$    2,968

$    2,828

         

Basic earnings per share

$      0.94

$      0.75

$      0.61

$      0.57

         

Diluted earnings per share

$      0.89

$      0.71

$      0.58

$      0.55

         

Cash dividends per share

$      0.18

$      0.15

$      0.15

$      0.10

         

2001

       
         

Total interest and dividend income

$  18,252

$  17,252

$  16,617

$  17,515

Total interest expense

8,378

8,416

8,301

9,653

Net interest income

9,874

8,836

8,316

7,862

Provision for loan losses

500

325

200

200

Net interest income after provision for

       

  loan losses

9,374

8,511

8,116

7,662

Gain on pension plan settlement

2,212

-

-

-

Total other non-interest income

1,094

1,449

1,140

1,401

Total non-interest expense

6,464

6,136

6,032

6,158

Income before provision for income

       

  taxes

6,216

3,824

3,224

2,905

Provision for income taxes

      2,394

      1,299

      1,105

      1,005

         

Net income

$    3,822

$    2,525

$    2,119

$    1,900

         

Basic earnings per share

$      0.74

$      0.44

$      0.34

$      0.29

         

Diluted earnings per share

$      0.72

$      0.43

$      0.33

$      0.28

         

Cash dividends per share

$      0.07

$      0.07

$      0.05

$      0.05

<PAGE> F-38