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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. x

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 or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2.

As of June 28, 2002, the aggregate value of the 5,907,238 shares of Common Stock of the Registrant outstanding on such date, which excludes 1,141,481 shares held by all directors and officers of the Registrant as a group, was approximately $72.5 million.  This amount is based on the closing sales price of $12.27 per share of the Registrant’s Common Stock on June 28, 2002.

Number of shares of Common Stock outstanding as of February 28, 2003: 8,467,693

DOCUMENTS INCORPORATED BY REFERENCE

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ESB FINANCIAL CORPORATION

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PART I

Item 1. Business

General

ESB Financial Corporation (the Company) is a Pennsylvania corporation and thrift holding company that provides a wide range of retail and commercial financial products and services to customers in Western Pennsylvania through its wholly-owned subsidiary bank, ESB Bank, F.S.B. (ESB or the Bank).  The Company is also the parent company of PennFirst Financial Services, Inc., a Delaware corporation engaged in the management of certain investment activities on behalf of the Company, PennFirst Capital Trust I (the Trust), a Delaware statutory business trust established in 1997 to facilitate the issuance of trust preferred securities to the public by the Company, and THF, Inc., a Pennsylvania corporation established to provide residential and commercial loan closing services and issue title insurance policies.

As of December 31, 2002, the Company had consolidated total assets of $1.3 billion and stockholders’ equity of $96.4 million.  For the year ended December 31, 2002, the Company realized consolidated net income and diluted net income per share of $9.0 million and $1.03, respectively.

ESB is a federally chartered, Federal Deposit Insurance Corporation (FDIC) insured, stock savings bank, which conducts business through 17 offices in Allegheny, Beaver, Butler and Lawrence counties, Pennsylvania.  ESB operates three wholly-owned subsidiaries: (i) AMSCO, Inc., which engages in the management of certain real estate development partnerships on behalf of the Company, (ii) ESB Financial Services, Inc., a Delaware corporation which holds loans and other investments and  (iii) PennFirst Financial Advisory Services, Inc., which entered into a strategic alliance with Raymond James Financial Services, Inc., to make available a vast array of nondeposit investment products and financial advisory services for individuals and corporations served by ESB Bank.

The Bank is a financial intermediary whose principal business consists of attracting deposits from the general public and investing such deposits in real estate loans secured by liens on residential and commercial properties, consumer loans, commercial business loans, securities and interest-earning deposits.  In addition, the Company utilizes borrowed funds, primarily advances from the Federal Home Loan Bank (FHLB) of Pittsburgh and repurchase agreements, to fund the Company’s investing activities.  The Company invests in securities issued by the U.S. government and agencies and other investments permitted by federal law and regulations.

The Company and ESB are subject to examination and comprehensive regulation by the Office of Thrift Supervision (OTS), the chartering authority of the Bank, and the FDIC as the administrator of the Savings Association Insurance Fund (SAIF).  Additionally, the Company is subject to the various reporting and filing requirements of the Securities and Exchange Commission (SEC).  Customer deposits with the Bank are insured to the maximum extent provided by law through the SAIF.  The Bank is a member of the FHLB of Pittsburgh, which is one of the twelve regional banks comprising the FHLB system.  The Bank is further subject to regulations of the Board of Governors of the Federal Reserve System (Federal Reserve Board), which governs the reserves required to be maintained against deposits and certain other matters.

Competition

The Company and its subsidiaries face substantial competition for both loans and deposits.  Numerous financial institutions, some larger and several of which are similar in size and resources to the Company, are competitors of the Company to varying degrees.  Competition for loans comes principally from commercial banks, credit unions, mortgage-banking companies and savings banks.  The Company competes for loans principally through the interest rates and loan fees that are charged and the efficiency and quality of services provided to borrowers, sellers, real estate brokers and attorneys.  The most direct competition for deposits has historically come from commercial banks, credit unions and other depository institutions.  The Company faces additional competition for deposits from securities brokers, mutual funds and insurance companies.  The Company competes for deposits through pricing, service, the branch network and by offering a wide variety of products and services.  Competition may increase as a result of reduced restrictions on the interstate operations of financial institutions and legislation authorizing the acquisition of savings institutions by bank holding companies.

Market Area

The Company’s primary market area includes Allegheny, Butler, Beaver and Lawrence counties in Western Pennsylvania.  The Company’s business is conducted through its corporate office located in Ellwood City, PA, and the Bank’s 17 offices.

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Substantially all of the Bank’s deposits are received from residents of its principal market area and most loans are secured by properties in Western Pennsylvania.

Lending Activities

General.  As of December 31, 2002, the Company’s net loans receivable amounted to $339.3 million or 25.7% of the Company’s total assets.  Loans secured by real estate amounted to $278.4 million or 78.3% of total loans receivable.  Consumer loans and commercial business loans amounted to $61.1 million or 17.2% and $16.1 million or 4.5%, respectively, of the Company’s total loan portfolio.

The Company’s lending activities are conducted through the Bank.  The Company’s loan origination activities have primarily involved the origination of single-family residential loans and, to a lesser extent, multi-family residential mortgage loans, primarily secured by properties in the Company’s market area.  In addition, the Company has in recent years increased its involvement in the origination of other types of loans within its primary market area.  These loans include construction loans, commercial real estate loans and a variety of consumer loans.  Loans originated in the Company’s market area, both fixed and adjustable rate, are made primarily for retention in the Company’s own portfolio. The Company estimates that approximately 95% of its mortgage loans are secured by properties located in Western Pennsylvania.  Moreover, substantially all of the Company’s non-mortgage loan portfolio consists of loans made to residents and businesses located in the Company’s primary market area.

The following table sets forth the composition of the Company’s portfolio of loans receivable in dollar amounts and in percentages as of December 31 for the years indicated:

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The following table sets forth the scheduled contractual principal repayments of loans in the Company’s portfolio at December 31, 2002.  Demand loans having no stated schedule of repayment and no stated maturity are reported as due within one year:

The following table sets forth the dollar amount of the Company’s fixed and adjustable rate loans due after one year as of December 31, 2002:

Fixed and adjustable rate loans represented $246.5 million or 69.3% and $109.0 million or 30.7%, respectively, of the Company’s total loan portfolio as of December 31, 2002.

Contractual maturities of loans do not reflect the actual term of the Company’s loan portfolio. The average life of mortgage loans is substantially less than their contractual terms because of loan prepayments and enforcement of due-on-sale clauses which give the Company the right to declare a loan immediately payable in the event, among other things, that the borrower sells the real property subject to the mortgage.   The average life of mortgage loans tends to increase when current market mortgage rates substantially exceed rates on existing mortgages and conversely, decrease when rates on existing mortgages substantially exceed current market interest rates.

Origination, Purchase and Sale of Loans.  The Company originates loans secured by residential and commercial real estate as well as consumer and commercial business loans in its primary lending area, which includes Western Pennsylvania, through officers of the Company who evaluate applications received at all of the Company’s locations.  Such applications are primarily received through referrals by real estate agents, attorneys and builders, as well as customer walk-ins.  The Company also, to a lesser extent, originates loans secured by residential and commercial real estate in its market area through a network of correspondent lenders who offer the Bank’s loan products to a variety of customers throughout Western Pennsylvania.  Loans originated through correspondents are underwritten according to the same strict guidelines as loans originated directly by the Company.

Applications are obtained by loan officers who are full-time, salaried employees of the Company as well as through the Company’s mortgage banking correspondent relationships.  The processing, underwriting and approval of real estate and commercial business loans is performed primarily at the Company’s Ellwood City and Wexford offices.  The Company believes this centralized approach to evaluating such loan applications allows it to review, process and approve such applications more efficiently and effectively than would be afforded by a decentralized approach.  The Company also believes that this approach enhances its ability to service and monitor these types of loans.  The Company’s mortgage banking correspondents originate and process one-to-four family residential mortgage loans for a fee generally equal to 1% of the loan amount.  Underwriting of these loans is performed by the Company.  Due to the average size of the consumer loans originated by the Company, processing, underwriting, approval and servicing of such loans is generally performed at the branch offices where such loans are originated.

As of December 31, 2002, $9.8 million or 2.8% of the Company’s total loans receivable consisted of whole loans and participation interests in loans purchased from other financial institutions. These loans are secured by real estate properties located within the U.S. and were acquired by the Company in conjunction with the Company’s four acquisitions.  There were no loans or loan participations purchased by the Company during year ended December 31, 2002. 

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The Company requires that all purchased loans be underwritten in accordance with its underwriting guidelines and standards.  The Company reviews the loans, particularly scrutinizing the borrower’s ability to repay the obligation, the appraisal and the loan-to-value ratio.  Servicing of loans or loan participations purchased by the Company generally is performed by the seller, with a portion of the interest being paid by the borrower retained by the seller to cover servicing costs.  As of December 31, 2002, all of the Company’s purchased loans were serviced by sellers.

The Company’s residential non-construction real estate loans are generally originated under terms, conditions and documentation requirements which permit their sale in the secondary market.  The Company in the past has not been an active seller of loans in the secondary market and has chosen, instead, to hold the loans it originates in its own portfolio until maturity.  However, from time to time over the past several years, the Company has originated and sold 15 to 30-year fixed rate residential loans, servicing released, as a means of satisfying the demand for such loans within the Company’s primary market area when market interest rates on such loans did not meet the Company’s prevailing asset/liability gap and investment objectives.  Any loan held in the available for sale portfolio is subject to a takedown commitment from an investor.

During 2002, the Company completed a whole loan sale of $33.1 million of fixed and adjustable rate 1-4 family residential mortgage loans.  The Company recognized a $510,000 gain on the sale of these loans, $265,000 of which relates to retained servicing on these loans.  In addition to the whole loan sale, during the second quarter, the Company also securitized 1-4 family residential mortgage loans with the Federal Home Loan Mortgage Corporation (FHLMC) totaling approximately $134.3 million.  The Company retained servicing rights in the securitized loans, all of which were retained in the securities available for sale portfolio, and recorded a servicing asset of approximately $941,000.

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The following table sets forth the Company’s loan activity including originations, purchases, principal repayments, sales, transfers to real estate acquired through foreclosure and other changes for the years ended December 31:

Loan Underwriting Policies.  The Company’s lending activities are subject to written non-discriminatory underwriting standards and loan procedures prescribed by the Board of Directors and management.  Detailed loan applications are obtained to determine the borrower’s ability to repay, and the more significant items on these applications are verified through the use of credit reports, financial statements and confirmations.  Property valuations are performed primarily by independent outside appraisers approved by the Board of Directors.  The Company has established three levels of lending authority.  Loans must be approved by loan officers, the internal loan committee and/or, depending on the amount and characteristics of the loan, the Board of Directors.

Loans may be approved by certain loan officers within designated characteristics and dollar limits, which are established and modified from time to time to reflect expertise and experience.  All loans in excess of an individual’s designated limits are referred to the officer with the requisite authority or the Officers’ Loan Committee of the Bank.  The President and Chief Executive Officer of the Company has approval authority equal to the FHLMC maximum conforming loan amount as revised from time to time for loans secured by residential real estate and up to $150,000 for all other loan types.  Other members of the Officers’ Loan Committee have individual lending authorities that range from $10,000 to the FHLMC maximum conforming loan amount.  The Officers’ Loan Committee, which consists of the President and Chief Executive Officer, Group Senior Vice President of Lending and any loan officer designated by the President and approved by the Board of Directors, is authorized to act on individual loan applications up to $1.0 million so long as all of the loans and commitments to the individual applicant do not aggregate above $1.0 million.

The third level of lending authority is reserved for the Board of Directors or the Board’s Executive Committee which serve as the approval bodies for all individual loans above $1.0 million and loans to individual borrowers with aggregate loans and commitments above $1.0 million. 

For residential real estate loans, it is the Company’s policy to have a mortgage creating a valid lien on real estate and to obtain a title insurance policy, which ensures that the property is free of prior encumbrances.  Borrowers must also obtain hazard insurance policies prior to closing and, when the property is in a flood plain as designated by the Department of Housing and Urban Development, flood insurance policies.  Many borrowers are also required to advance funds on a monthly basis together with each payment of principal and interest to a mortgage escrow account from which disbursements for real estate taxes are made.

The Company is permitted by applicable regulations to lend up to 100% of the appraised value of the real property securing a mortgage loan.  For loans secured by real property, the Company generally lends up to 80% of the appraised value of such property (the loan-to-value or LTV ratio).  The Company also offers several other programs where loans are granted in

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excess of that limit.  The primary program is available on all residential mortgage products, including new construction, and permits LTV ratios of up to 95% provided that private mortgage insurance is obtained.  Depending on the term and LTV ratio, the Company requires such insurance coverage in amounts equal to 6% to 30% of the principal balance of the loan.  On a more limited basis, the Company also offers another program where loans can be granted in excess of the 80% LTV ratio.  This program is limited since it does not require private mortgage insurance.  Total production limits have been established by the Board of Directors.  The program is a 100% LTV ratio home equity product.  The Company has also offered products for low- and moderate-income borrowers which can exceed the 80% LTV ratio.  These low- and moderate-income borrower programs were designed to help the Company fulfill its responsibilities under the Community Reinvestment Act.  With respect to loans for multi-family and commercial real estate mortgages, the Company generally limits the LTV ratio to 80%.

Under applicable regulations, loans-to-one borrower may not exceed 15% of unimpaired capital and surplus.  As of December 31, 2002, ESB was permitted to lend approximately $13.1 million to any one borrower under this standard.  Loans in an amount equal to an additional 10% of unimpaired capital and surplus also may be made to a borrower if the loans are fully secured by readily marketable securities.  Higher limits may be available in certain circumstances.  The Company generally will limit its maximum exposure to any one borrower to $10.0 million.  As of December 31, 2002, the Company did not have any lending relationships which exceeded the Bank’s internal lending limit or the regulatory lending limit to one borrower at the time made or committed.

Residential Mortgage and Construction Lending. The Company offers single-family residential mortgage loans with fixed and adjustable rates of interest.  As of December 31, 2002, $154.4 million or 43.4% of the total loan portfolio consisted of single-family residential mortgage loans.

Fixed rate residential loans are generally originated by the Company with 10 to 30 year terms.  Substantially all of the Company’s long-term, fixed rate residential mortgage loans originated include due-on-sale clauses, which are provisions giving the Company the right to declare a loan immediately due and payable in the event, among other things, that the borrower sells or otherwise disposes of the real property subject to the mortgage.  The Company enforces due-on-sale clauses.

In addition to standard fixed rate mortgage loans, the Company offers adjustable rate mortgage loans (ARMs) with 30-year terms, on which the interest rate adjusts based upon changes in various indices which generally reflect market rates of interest.  One-year ARMs presently originated by the Company have an interest rate which adjusts annually according to changes in an index that is based upon the weekly average yield on U.S. Treasury securities adjusted to a constant maturity of one year, as made available by the Federal Reserve Board, plus a margin.   The amount of any increase or decrease in the interest rate is limited to 2.0% per year, with a limit of 6.0% over the life of the loan.  The Company also offers three, five and seven-year ARM loan products with margins and caps similar to the one-year ARM product whose interest rates are fixed for the first three, five or seven years after the origination date and then reprice periodically based upon an appropriate index.  The first rate change on the Company’s five and seven-year products is capped at a 6.0% increase.  The ARMs offered by the Company, as well as many other financial institutions, provide for initial rates of interest below the rates which would prevail if the index used for repricing were applied initially.   ARM loans decrease the risks associated with changing market interest rates, but involve certain risks because as interest rates increase, the underlying payments required of the borrower increase, and this could increase the potential for default.  At the same time, the marketability of the underlying collateral may be adversely affected by higher interest rates.  However, these risks have not had an adverse effect on the Company to date.  When one-year ARMs are originated, the customers are qualified at the second year cap rate or 2.0% higher than the initial note rate, whichever is higher.

The Company also grants loans to borrowers, including developers and construction contractors, for the construction of speculative homes and owner-occupied single-family dwellings in the Company’s primary market area.  As of December 31, 2002, the Company had $40.8 million or 11.5% of the total loan portfolio outstanding in construction loans.  Generally, the loan-to-value ratio for construction loans does not exceed 80%, provided that with respect to construction/permanent loans to individual borrowers for their primary residences, the Company will lend up to 95% subject to private mortgage insurance requirements.  The interest rate on the permanent portion of the financing is set upon conversion to the permanent loan, based upon terms agreed to in the loan commitment, including the index to be used, the interest rate margin and the frequency of the adjustment.

The Company finances the purchase of developed lots and pre-sold residential dwellings and speculative homes with various contractors in the Company’s primary market area.  These loans do not have a permanent portion as they are short-term loans repaid via the proceeds from the sale of the lots or speculative homes constructed with the loan proceeds.  These projects are typically financed under acquisition and development loans or builder lines-of-credit.  As of December 31,

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2002, acquisition and development loans were extended on 13 projects with $7.5 million outstanding under commitments approved in the aggregate amount of $13.2 million and builder lines-of-credit were extended to 18 builders with $12.6 million outstanding under lines approved in the aggregate amount of $27.6 million.

Commercial Real Estate and Multi-family Residential Mortgage Lending.  The Company originates commercial real estate and multi-family residential mortgage loans and has in its portfolio both whole loans and participation interests.  As of December 31, 2002, the Company had $83.2 million, or 23.4% of the total loan portfolio, invested in mortgages secured by commercial real estate and multi-family residential properties.

Commercial real estate and multi-family mortgage loans are generally priced at prevailing market interest rates at the time of origination.  The commercial real estate loans in the Company’s portfolio are generally secured by apartment buildings, office buildings, small retail shopping centers and other income-producing properties in the Company’s primary market area.

The Company generally will not originate a commercial real estate or multi-family mortgage loan with a loan balance of greater than 80% of the appraised value of the property.  The Company requires a positive cash flow at least sufficient to cover the debt service on all commercial real estate loans.

Commercial real estate and multi-family residential mortgage lending entails significant additional risks as compared with single-family residential mortgage lending.  These loans typically involve large loan balances concentrated in single borrowers or groups of related borrowers.  In addition, the repayment experience on loans secured by income producing properties is typically dependent on the successful operation of the related real estate project and thus may be subject to a greater extent to adverse conditions in the real estate market or in the economy in general.

Consumer Lending.  As of December 31, 2002, the Company’s consumer loan portfolio totaled $61.1 million or 17.2% of its total loan portfolio.  Under applicable regulations, the Company, through the Bank, may make secured and unsecured consumer loans in an aggregate amount up to 35% of the respective institution’s total assets.  The 35% limitation does not include home equity loans (loans secured by the equity in the borrower’s residence but not necessarily for the purpose of improvement), home improvement loans or loans secured by deposit accounts.  The Company offers consumer loans in order to provide a broader range of financial services to its customers and because the shorter terms and normally higher interest rates on such loans help the Company maintain a profitable spread between its average loan yield and its cost of funds.  The Company has increased its emphasis on the origination of consumer loans within its primary market area during the past several years.  The increase in consumer lending was accomplished through marketing techniques, including the targeting of specific customer profiles through the Company’s branch office locations.  The Company has adopted underwriting standards for such lending designed to maintain asset quality.  The Company offers a variety of consumer loans, including loans secured by deposit accounts, student education loans, automobile loans, home equity loans and personal unsecured loans.  On all consumer loans originated, the Company’s underwriting standards include a determination of the applicant’s payment history on other debts and an assessment of the borrower’s ability to meet existing obligations and payment on the proposed loan.

As of December 31, 2002, the Company’s largest group of consumer loans was home equity loans.  The Company originates both adjustable rate home equity lines-of-credit and fixed rate home equity loans with terms of up to 15 years.  As of December 31, 2002, $43.4 million or 71.0% of the Company’s consumer loan portfolio was made up of home equity loans.

Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans because of the type and nature of the collateral and, in certain cases, the absence of collateral.  The Company believes that the generally higher yields earned on consumer loans compensate for the increased credit risk associated with such loans and that consumer loans are important in its efforts to maintain diversity as well as to shorten the average maturity of its loan portfolio.

Commercial Business Lending.  Commercial business loans and lines-of-credit of both a secured and unsecured nature are made by the Company for business purposes to incorporated and unincorporated businesses.  Typically, these loans are made for the purchase of equipment, to finance accounts receivable and/or inventory, as well as other business purposes.  As of December 31, 2002, commercial business loans amounted to $16.1 million or 4.5% of the Company’s total loan portfolio.

Loan Servicing.  The Company services all loans it has originated for its portfolio.  In addition, fees are received for servicing loans which were originated by the Company and sold to third-party investors.  As of December 31, 2002, the

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Company had $125.3 million in loans serviced for third-party investors.  Loans purchased are generally serviced by the company which originated the loans.  Those companies collect a fee for servicing the loans.

Loan Origination Fees and Other Fees.  The Company receives income in the form of loan origination and other fees on both loans originated and on loans purchased in the secondary market.  Such loan origination fees and certain related direct loan origination costs are offset and the resulting net amount is deferred and amortized over the life of the related loan as an adjustment to the yield on the loan.

Delinquencies and Classified Assets

Delinquent Loans and Real Estate Acquired Through Foreclosure (REO).  Typically, a loan is considered delinquent and a late charge is assessed when the borrower has not made a payment within fifteen days from the payment due date.  When a borrower fails to make a required payment on a loan, the Company attempts to cure the deficiency by contacting the borrower.  The initial contact with the borrower is made shortly after the seventeenth day following the due date for which a payment was not received.  In most cases, delinquencies are cured promptly.

If the delinquency exceeds 60 days, the Company works with the borrower to set up a satisfactory repayment schedule.  Loans are considered non-accruing upon reaching 90 days delinquency, although the Company may be receiving partial payments of interest and partial repayments of principal on such loans.  When a loan is placed in non-accrual status, previously accrued but unpaid interest is deducted from interest income.  The Company institutes foreclosure action on secured loans only if all other remedies have been exhausted.  If an action to foreclose is instituted and the loan is not reinstated or paid in full, the property is sold at a judicial or trustee’s sale at which the Company may be the buyer.

Real estate properties acquired through, or in lieu of, mortgage foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure establishing a new cost basis.  After foreclosure, management periodically performs valuations and the real estate is carried at the lower of carrying amount or fair value less cost to sell.  Revenue and expenses from operations and changes in the valuation allowance are included in loss on foreclosed real estate.  The Company generally attempts to sell its REO properties as soon as practical upon receipt of clear title.  The original lender typically handles disposition of those REO properties resulting from loans purchased in the secondary market.

As of December 31, 2002, the Company’s non-performing assets, which include non-accrual loans, loans delinquent due to maturity, troubled debt restructuring and REO, amounted to $3.6 million or 0.28% of the Company’s total assets. 

Classified Assets.  Regulations applicable to insured institutions require the classification of problem assets as “substandard”, “doubtful” or “loss” depending upon the existence of certain characteristics as discussed below.  A category designated “special mention” must also be maintained for assets currently not requiring the above classifications but having potential weakness or risk characteristics that could result in future problems.  An asset is classified as substandard if not adequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  A substandard asset is characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.  Assets classified as doubtful have all the weaknesses inherent in those classified as substandard.  In addition, these weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.  Assets classified as loss are considered uncollectible and of such little value that their continuance as assets is not warranted.

The Company’s classification of assets policy requires the establishment of valuation allowances for loan losses in an amount deemed prudent by management.  Valuation allowances represent loss allowances that have been established to recognize the inherent risk associated with lending activities.

The Company regularly reviews the problem loans and other assets in its portfolio to determine whether any require classification in accordance with the Company’s policy and applicable regulations. As of December 31, 2002, the Company’s classified and criticized assets amounted to $9.6 million with $6.0 million classified as substandard, $19,000 classified as doubtful, $812,000 classified as loss and $2.8 million identified as special mention.

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The following table sets forth information regarding the Company’s non-performing assets as of December 31, for the years indicated:

As had been previously reported, on December 31, 2001, non-accrual consumer and commercial business loans included $859,000 in non-performing Bennett Funding Group (BFG) lease loans. On May 15, 2002, a settlement agreement was reached with the Bankruptcy Trustee for BFG that resulted in a final resolution and payment to the Company on this lease loan portfolio.  This settlement was approved by the Bankruptcy Court and included mutual waivers and releases by both parties in addition to the monetary transaction.  As a result of the settlement, an additional $404,000 was applied to the outstanding balance resulting in a final loss of principal on the lease loans of $455,000.  No further balances remain on the Company’s books from this loan relationship.  A history of the loan relationship follows.  The lease agreements were purchased by the Company and were secured by commercial equipment leases located in various parts of the country.  On March 29, 1996, it was reported that BFG was the target of a civil complaint filed by the SEC and further reported on April 1, 1996, that BFG filed a Chapter 11 bankruptcy petition and was halting payments on the lease agreements.  As a result of the foregoing, during the quarter ended March 31, 1996, the Company placed all $3.6 million of the lease agreements on non-accrual status and established a reserve of approximately $900,000 for potential losses related to such lease agreements.  During the quarter ended June 30, 1997, as a result of questions concerning the ultimate collectibility of certain lease agreements and concerns with respect to the Company’s security interest in the collateral securing certain lease agreements, the Company provided an additional $600,000 in loan loss reserves.  In addition to the security interest in the leases a portion of these lease agreements were also insured against payment losses.  Subsequent to the bankruptcy filing, a Bankruptcy Trustee was appointed by the U.S. Bankruptcy Court for the Northern District of New York to oversee the reorganization of BFG.  As part of this reorganization process, the Trustee had challenged the claims of all involved banks with respect to their security interests. 

On October 15, 1997, the U.S. Bankruptcy Court for the Northern District of New York found the Company’s interest to be secured and ordered the Bankruptcy Trustee for BFG to pay over to the Company within 30 days thereof an aggregate of approximately $1.3 million, which represented principal payments, excluding interest accrued thereon and certain setoffs on ten of the thirteen lease agreements.  Such payments reduced the outstanding balance of the lease agreements to approximately $2.3 million.  The Bankruptcy Trustee filed an appeal to the Order of the Bankruptcy Court.  However, in November 1997, the Company received a payment in the amount of $1.3 million from the Trustee  and applied this payment to the outstanding principal balance of the leases.  Additionally, the Court further ordered the Bankruptcy Trustee to turn over to the Company on a monthly basis, payments collected on such leases.

In June 1999, the Company received approximately $245,000 in settlement of its claims against the insurance carrier.  Together with the aforementioned receipt of monthly lease payments collected by the Trustee beginning in December 1997, this further reduced the outstanding balance on the BFG leases to approximately $1.6 million.

On November 16, 1999, the U.S. Bankruptcy Court for the Northern District of New York ordered the Bankruptcy Trustee for BFG to pay over to the Company an aggregate of approximately $605,000, which represented principal payments, excluding interest accrued thereon and certain setoffs on two of the thirteen lease agreements.  Such payments together with the aforementioned receipt of monthly lease payments collected by the Trustee, reduced the outstanding balance of the lease agreements to approximately $1.0 million.  The Court also ordered the Bankruptcy Trustee to turn over to the Company on a monthly basis, payments collected on these two lease agreements.  The Bankruptcy Trustee filed an appeal to the Order of

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the Bankruptcy Court.  However, in January 2000, the Company received a payment in the amount of $605,000 from the Trustee and, being fully reserved on the loans, recorded the entire payment as a recovery during the first quarter of 2000. 

On November 29, 2000 the United States District Court for the Northern District of New York issued an order upholding the Bankruptcy Court Order regarding the affirmation of the Company’s security interest in the leases and instructing the trustee to make payments to the Company on twelve of the thirteen portfolios.  The Trustee appealed the District Court ruling to the United States Second Circuit Court.  Additionally, the Trustee also alleged fraudulent conveyance claims against the Company, which the Company believed were without merit and vigorously defended.  The Bankruptcy Court issued an order directing mediation for this matter.  This mediation resulted in the aforementioned settlement agreement with the trustee which included the final payment of $404,000. Also see the BFG discussion in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s 2002 Annual Report to Stockholders attached hereto as Exhibit 13.

As of December 31, 2002, REO included a property of $1.1 million.  This REO was originated as a commercial mortgage loan on a medical office building.  The loan began to experience payment problems in 1997 after the loss of a major tenant that occupied one-third of the building.  In June of 1998, when the delinquencies began to permanently exceed 90 days, the Bank initiated foreclosure proceedings.  The borrower filed bankruptcy in September of 1998 and the Bank acquired the title to the property. An appraisal in June of 2000 indicated the value of the property to be approximately $1.7 million and the Bank wrote down the property to a value of approximately $1.5 million due to anticipated costs to carry and dispose of the property. An appraisal in January of 2002 indicated the value of the property to be approximately $1.3 million and the Bank wrote down the property to a value of approximately $1.1 million.  The Bank is currently actively attempting to lease the building to realize its market value and enhance its marketability.

Allowance for Loan Losses.  Management establishes reserves for estimated losses on loans based upon its evaluation of the pertinent factors underlying the types and quality of loans; historical loss experience based on volume and types of loans; trend in portfolio volume and composition; level and trend in non-performing assets; detailed analysis of individual loans for which full collectibility may not be assured; determination of the existence and realizable value of the collateral and guarantees securing such loans; and the current economic conditions affecting the collectibility of loans in the portfolio.  The Company analyzes its loan portfolio each quarter to determine the appropriateness of its allowance for losses.  Management believes that the Company’s allowance for losses as of December 31, 2002 of $4.2 million is appropriate to cover embedded losses in the portfolio.

The following table sets forth an analysis of the allowance for losses on loans receivable for the years ended December 31:

Interest-Earning Deposits

The Company maintains daily interest-earning cash accounts at the FHLB of Pittsburgh.  The accounts consist generally of excess funds, which are available to meet loan funding requirements, investment and mortgage-backed securities purchases

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and withdrawal of deposit accounts.  The accounts earn interest daily at a rate which approximates the rate on federal funds.  Such funds are withdrawable upon demand and are not federally insured.  Interest-earning deposits at the FHLB of Pittsburgh totaled $9.5 million as of December 31, 2002.

Investment Activities

General.  The Company’s investment activities involve investment in numerous types of investment securities, including U.S. Treasury obligations and securities of various federal agencies, certificates of deposit at insured banks and savings institutions, commercial paper, corporate debt securities, tax-exempt obligations (including primarily municipal obligations of state and local governments), mutual funds and federal funds.

The Company also maintains a portfolio of mortgage-backed securities which are insured or guaranteed by FHLMC, the Federal National Mortgage Association (FNMA) and the Government National Mortgage Association (GNMA).  Mortgage-backed securities increase the quality of the Company’s assets by virtue of the guarantees that back them, are more liquid than individual mortgage loans and may be used to collateralize borrowings or other obligations of the Company.

The following table summarizes the Company’s investment securities as of the dates indicated:

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The following table summarizes the Company’s mortgage-backed securities as of the dates indicated: