Back to GetFilings.com



Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

     
For quarter ended June 30, 2004
  Commission file number 333-40028

Front Range Capital Corporation

(Exact name of registrant as specified in its charter)
     
Colorado   84-0970160

 
 
 
(State or other jurisdiction
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1020 Century Drive, Suite 202, Louisville, Colorado   80027

 
 
 
(Address of principal executive offices)

Registrant’s telephone number, including area code
  (Zip code)

(303) 926-0300

     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 reports), and (2) has been subject to such filing requirements for the past 90 days.

                    Yes x No o

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

                    Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Class: Common stock, Class A Voting, $0.001 par value

Outstanding shares as of August 12, 2004, were 1,849,264

Title of Class: Common stock, Class B Non-voting, $0.001 par value

Outstanding shares as of August 12, 2004, were 38,105

 


TABLE OF CONTENTS

         
    Page
    1  
    2  
    2  
    6  
    10  
    22  
    23  
    25  
    25  
    25  
    27  
    28  
    29  
 Rule 13a-14(a) Certification of CEO
 Rule 13a-14(a) Certification of CFO
 Section 1350 Certification of CEO
 Section 1350 Certification of CFO

 


Table of Contents

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements about Front Range Capital Corporation (the “Company”) for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. When you see any of the words “believes”, “expects”, “anticipates”, “estimates”, or similar expressions, it means we are making forward-looking statements. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to:

  a continued slowdown in the national and Colorado economies;
 
  increased economic uncertainty created by the recent war in Iraq;
 
  the prospect of additional terrorist attacks in the United States and the uncertain effect of these events on the national and regional economies;
 
  changes in the interest rate environment;
 
  changes in the regulatory environment;
 
  significantly increasing competitive pressure in the banking industry;
 
  operational risks including data processing system failures or fraud;
 
  volatility of rate sensitive deposits; and
 
  asset/liability matching risks and liquidity risks.

Additional risk factors are described in the Company’s Form 10-KSB/A for the year ended December 31, 2003.

- 1 -


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

FRONT RANGE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                         
    At June 30,
  At December 31,
    2004
  2003
  2003
    (unaudited)   (unaudited)
Assets:
                       
Cash and due from banks
  $ 13,611,000     $ 14,307,000     $ 16,304,000  
Federal funds sold
                 
 
   
 
     
 
     
 
 
Cash and cash equivalents
    13,611,000       14,307,000       16,304,000  
Investment securities available for sale
    63,945,000       58,721,000       62,591,000  
Nonmarketable securities
    4,018,000       3,373,000       3,434,000  
Loans
                       
Real estate-construction
    58,854,000       60,291,000       62,879,000  
Real estate-commercial
    129,927,000       123,903,000       129,482,000  
Real estate-residential
    53,909,000       54,740,000       52,656,000  
Commercial
    33,451,000       34,424,000       34,733,000  
Consumer
    6,856,000       7,012,000       7,056,000  
 
   
 
     
 
     
 
 
Total loans
    282,997,000       280,370,000       286,806,000  
Less unearned income
    (1,238,000 )     (1,236,000 )     (1,174,000 )
 
   
 
     
 
     
 
 
Loans, net of unearned income
    281,759,000       279,134,000       285,632,000  
 
   
 
     
 
     
 
 
Allowance for loan losses
    (2,849,000 )     (2,649,000 )     (2,872,000 )
 
   
 
     
 
     
 
 
Loans, net of allowance for loan losses
    278,910,000       276,485,000       282,760,000  
Premises and equipment, net
    10,331,000       10,260,000       10,355,000  
Cash value of life insurance
    8,156,000       7,082,000       7,962,000  
Other real estate owned
    8,420,000       10,240,000       9,714,000  
Foreclosed assets
    63,000       86,000       614,000  
Accrued interest receivable
    1,242,000       1,333,000       1,326,000  
Deferred income taxes
    2,481,000       1,142,000       1,804,000  
Other assets
    1,546,000       1,731,000       1,598,000  
 
   
 
     
 
     
 
 
Total Assets
  $ 392,723,000       384,760,000     $ 398,192,000  
 
   
 
     
 
     
 
 
Liabilities:
                       
Deposits:
                       
Noninterest-bearing demand
  $ 56,008,000     $ 54,476,000     $ 53,609,000  
Interest-bearing demand
    113,972,000       117,098,000       121,904,000  
Savings
    15,941,000       13,312,000       14,160,000  
Time certificates, $100,000 and over
    71,769,000       55,540,000       56,403,000  
Other time certificates
    72,643,000       69,054,000       57,437,000  
 
   
 
     
 
     
 
 
Total deposits
    330,333,000       309,480,000       303,513,000  
Short-term funds borrowed
    11,815,000       23,775,000       41,075,000  
Long-term debt
    14,290,000       18,372,000       16,981,000  
Trust preferred securities
          9,200,000       9,200,000  
Subordinated debentures
    9,485,000              
Accrued interest payable
    491,000       575,000       521,000  
Other liabilities
    3,363,000       3,085,000       3,730,000  
 
   
 
     
 
     
 
 
Total Liabilities
  $ 369,777,000     $ 364,487,000     $ 375,020,000  
 
   
 
     
 
     
 
 
Shareholders’ Equity:
                       
Convertible preferred stock, $.001 par value; authorized 100,000,000 shares, issued and outstanding 14,117 shares
                 
Additional paid-in capital, preferred stock
    3,670,000       3,670,000       3,670,000  
Common stock, Class A (voting) and Class B (non-voting), $.001 par value; authorized 200,000,000 shares, issued and outstanding 1,887,369 shares (6/30/04 and 12/31/03) and 1,665,144 shares (6/30/03)
    2,000       2,000       2,000  
Additional paid-in capital, common stock
    11,282,000       8,521,000       11,282,000  
Retained earnings
    8,899,000       7,953,000       7,975,000  
Accumulated other comprehensive income (loss), net
    (907,000 )     127,000       243,000  
 
   
 
     
 
     
 
 
Total Shareholders’ Equity
    22,946,000       20,273,000       23,172,000  
 
   
 
     
 
     
 
 
Total Liabilities and Shareholders’ Equity
  $ 392,723,000     $ 384,760,000     $ 398,192,000  
 
   
 
     
 
     
 
 

See accompanying notes to unaudited consolidated financial statements

- 2 -


Table of Contents

FRONT RANGE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

                                 
    Three months ended June 30,
  Six months ended June 30,
    2004
  2003
  2004
  2003
    (unaudited)   (unaudited)
Interest Income:
                               
Interest and fees on loans
  $ 5,078,000     $ 5,192,000     $ 10,216,000     $ 10,545,000  
Interest on investment securities available for sale
                               
Taxable
    385,000       360,000       793,000       736,000  
Tax exempt
    196,000       144,000       371,000       281,000  
Dividends
    39,000       33,000       83,000       71,000  
Interest on federal funds sold
    2,000       3,000       4,000       39,000  
 
   
 
     
 
     
 
     
 
 
Total interest income
    5,700,000       5,732,000       11,467,000       11,672,000  
 
   
 
     
 
     
 
     
 
 
Interest Expense:
                               
Interest on interest-bearing demand deposits
    259,000       329,000       533,000       674,000  
Interest on savings
    8,000       17,000       17,000       34,000  
Interest on time certificates of deposit $100,000 & more
    468,000       440,000       847,000       972,000  
Interest on time certificates of deposit under $100,000
    448,000       516,000       824,000       1,089,000  
 
   
 
     
 
     
 
     
 
 
Total deposit interest expense
    1,183,000       1,302,000       2,221,000       2,769,000  
 
   
 
     
 
     
 
     
 
 
Interest on short-term borrowing
    49,000       60,000       162,000       131,000  
Interest on long-term debt
    182,000       225,000       379,000       450,000  
Interest on trust preferred securities
          254,000             507,000  
Interest on subordinated debt
    274,000             549,000        
 
   
 
     
 
     
 
     
 
 
Total interest expense
    1,688,000       1,841,000       3,311,000       3,857,000  
 
   
 
     
 
     
 
     
 
 
Net Interest Income
    4,012,000       3,891,000       8,156,000       7,815,000  
Provision for loan losses
    293,000       592,000       403,000       848,000  
 
   
 
     
 
     
 
     
 
 
Net Interest Income After Provision for Loan Lossea
    3,719,000       3,299,000       7,753,000       6,967,000  
Noninterest Income:
                               
Service charges and customer service fees
    614,000       343,000       1,199,000       928,000  
Gain on sale of securities available for sale
          54,000       207,000       54,000  
Mortgage referral fees
    177,000       339,000       285,000       594,000  
Other
    120,000       260,000       307,000       211,000  
 
   
 
     
 
     
 
     
 
 
Total Noninterest Income
    911,000       966,000       1,998,000       1,787,000  
 
   
 
     
 
     
 
     
 
 
Noninterest Expense:
                               
Salaries and employee benefits
    2,333,000       2,370,000       4,570,000       4,664,000  
Occupancy expense
    419,000       397,000       846,000       778,000  
Furniture and equipment
    197,000       220,000       389,000       440,000  
Data processing
    202,000       187,000       401,000       374,000  
Marketing
    192,000       154,000       324,000       250,000  
Printing and supplies
    67,000       71,000       134,000       149,000  
Loan and collection
    106,000       16,000       217,000       131,000  
Other real estate - Heritage Place
    125,000       57,000       281,000       91,000  
Loss on sale of OREO and other foreclosed assets
    (65,000 )     86,000       34,000       95,000  
Other
    695,000       443,000       1,279,000       920,000  
 
   
 
     
 
     
 
     
 
 
Total Noninterest Expense
    4,271,000       4,001,000       8,475,000       7,892,000  
 
   
 
     
 
     
 
     
 
 
Income Before Income Taxes
    359,000       294,000       1,276,000       862,000  
Provision for income taxes
    48,000       43,000       280,000       182,000  
 
   
 
     
 
     
 
     
 
 
Net Income
  $ 311,000     $ 251,000     $ 996,000     $ 680,000  
 
   
 
     
 
     
 
     
 
 
Comprehensive Income (loss):
                               
Change in unrealized gain (loss) on securities available for sale, net
    (1,393,000 )     (406,000 )     (1,150,000 )     (368,000 )
 
   
 
     
 
     
 
     
 
 
Comprehensive Income
  $ (1,082,000 )   $ (155,000 )   $ (154,000 )   $ 312,000  
 
   
 
     
 
     
 
     
 
 
Average Common Shares Outstanding
    1,887,369       1,665,144       1,887,369       1,665,144  
Diluted Average Common Shares Outstanding
    1,897,869       1,675,644       1,897,869       1,675,644  
Per Share Data
                               
Basic earnings
  $ 0.15     $ 0.13     $ 0.49     $ 0.36  
Diluted earnings
  $ 0.15     $ 0.13     $ 0.49     $ 0.36  
Dividends paid on common stock
  $ 0.00     $ 0.00     $ 0.00     $ 0.00  

See accompanying notes to unaudited consolidated financial statements

- 3 -


Table of Contents

FRONT RANGE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

                                         
                            Accumulated    
                            Other    
    Preferred   Common   Retained   Comprehensive    
    Stock
  Stock
  Earnings
  Income, Net
  Total
    (unaudited)
Balance, December 31, 2002
  $ 3,670,000     $ 8,523,000     $ 7,348,000     $ 495,000     $ 20,036,000  
Net income for the period
                    680,000               680,000  
Net change in realized gain on securities available for sale, net
                            (368,000 )     (368,000 )
Dividends declared on 2000 Series B preferred stock
                    (75,000 )             (75,000 )
 
   
 
     
 
     
 
     
 
     
 
 
Balance June 30, 2003
  $ 3,670,000     $ 8,523,000     $ 7,953,000     $ 127,000     $ 20,273,000  
 
   
 
     
 
     
 
     
 
     
 
 
Balance, December 31, 2003
  $ 3,670,000     $ 11,284,000     $ 7,975,000     $ 243,000     $ 23,172,000  
Net income for the period
                    996,000               996,000  
Net change in realized gain on securities available for sale, net
                            (1,150,000 )     (1,150,000 )
Dividends declared on 2000 Series B preferred stock
                    (72,000 )             (72,000 )
 
   
 
     
 
     
 
     
 
     
 
 
Balance June 30, 2004
  $ 3,670,000     $ 11,284,000     $ 8,899,000     $ (907,000 )   $ 22,946,000  
 
   
 
     
 
     
 
     
 
     
 
 

See accompanying notes to unaudited consolidated financial statements

- 4 -


Table of Contents

FRONT RANGE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

                 
    For the six months
    ended June 30,
    2004
  2003
    (unaudited)
Cash Flows from Operating Activities:
               
Net income
  $ 996,000     $ 680,000  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization of property and equipment
    476,000       525,000  
Amortization of investment securities premium, net
    165,000       178,000  
Investment security gains, net
    (207,000 )     (54,000 )
Provision for loan losses
    403,000       848,000  
Loss on sale of OREO and foreclosed assets
    133,000       120,000  
Net change in assets and liabilities:
               
Decrease (increase) in accrued interest receivable
    84,000       52,000  
Decrease (increase) in other assets
    (127,000 )     134,000  
Increase (decrease) in accrued interest payable
    (30,000 )     (307,000 )
Increase (decrease) in other liabilities
    (367,000 )     (199,000 )
 
   
 
     
 
 
Net Cash Provided by Operating Activities
    1,526,000       1,977,000  
 
   
 
     
 
 
Cash Flows from Investing Activities:
               
Proceeds from sale of securities available-for-sale
    17,309,000       6,796,000  
Proceeds from maturities, payments and calls of securities available-for-sale
    3,164,000       20,984,000  
Purchases of securities available-for-sale
    (23,612,000 )     (35,953,000 )
Purchases of non-marketable securities
    (584,000 )     (21,000 )
Net decrease (increase) in loans
    3,003,000       (15,495,000 )
Disposal (Purchases) of property and equipment
    (452,000 )     2,000  
Proceeds from sale of other real estate owned
    1,647,000       1,978,000  
Proceeds from sale of foreclosed assets
    509,000       33,000  
 
   
 
     
 
 
Net Cash Provided by (Used in) Investing Activities
    984,000       (21,676,000 )
 
   
 
     
 
 
Cash Flows from Financing Activities:
               
Net increase (decrease) in deposits
    26,820,000       (13,645,000 )
Net increase in (decrease) in short-term borrowings
    (29,260,000 )     11,275,000  
Payments of principal on long-term debt
    (2,691,000 )     (191,000 )
Dividends paid on 2000 Series B Preferred Stock
    (72,000 )     (75,000 )
 
   
 
     
 
 
Net Cash (Used in) Financing Activities
    (5,203,000 )     (2,636,000 )
 
   
 
     
 
 
Net (Decrease) in Cash and Cash Equivalents
    (2,693,000 )     (22,335,000 )
 
   
 
     
 
 
Cash and Cash Equivalents and Beginning of Period
    16,304,000       36,642,000  
 
   
 
     
 
 
Cash and Cash Equivalents at End of Period
  $ 13,611,000     $ 14,307,000  
 
   
 
     
 
 
Supplemental Disclosure of Noncash Activities:
               
Net change in unrealized gain (loss) on securities available for sale
  $ (1,150,000 )   $ (368,000 )
Loans transferred to other real estate owned
  $ 382,000     $ 2,073,000  
Supplemental Disclosure of Cash Flow Activity:
               
Cash paid for interest expense
  $ 3,341,000     $ 4,164,000  
Cash paid for Income taxes
  $ 380,000     $ 45,000  

See accompanying notes to unaudited consolidated financial statements

- 5 -


Table of Contents

Notes to Unaudited Consolidated Financial Statements

Note 1: General Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and which, in the opinion of management, are necessary for a fair presentation of the results for the interim period presented. The interim results for the three and six month periods ended June 30, 2004 and 2003 are not necessarily indicative of the results expected for the full year. The unaudited balance sheet information for December 31, 2003, is derived from the Company’s audited financial statements for the year ended December 31, 2003.These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as well as other information included in the Company’s Annual Report on Form 10-KSB/A for the year ended December 31, 2003. The June 30, 2003 balance sheet has been restated for the adjustments described in Form 10-KSB/A for the year ended December 31, 2003.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary, Heritage Bank (the “Bank”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations

Front Range Capital Corporation (the “Company”), is a registered bank holding company under the Bank Holding Company Act of 1956 (the “BHCA”) headquartered in Louisville, Colorado, southeast of Boulder along the Denver-Boulder business corridor. Incorporated under the laws of the State of Colorado on January 7, 1985, the Company derives the majority of its income from, and its principal asset is, all of the common stock of its wholly owned subsidiary bank, Heritage Bank. The Bank has 12 full-service branches in the Denver-Boulder metropolitan area and plans to open one additional branch in 2004. The Bank also offers investment services through its investment division, Heritage Investments, and mortgage loans through its mortgage division, Heritage Bank Mortgage Division. The Company operates under a community banking philosophy with emphasis on local small to medium-sized businesses and individual customers.

Earnings per Common Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

Basic and diluted earnings per common share have been computed based on the following as of June 30, 2004 and 2003:

- 6 -


Table of Contents

                                 
    For the three months   For the six months
    ended June 30,
  ended June 30,
    2004
  2003
  2004
  2003
Numerator:
                               
Net income
  $ 311,000     $ 251,000     $ 996,000     $ 680,000  
Less preferred stock dividends
    36,000       37,000       72,000       75,000  
 
   
 
     
 
     
 
     
 
 
Net income applicable to common stock
  $ 275,000     $ 213,000     $ 924,000     $ 605,000  
 
   
 
     
 
     
 
     
 
 
Denominator:
                               
Average number of common shares outstanding used to calculate basic earnings per common share
    1,887,000       1,665,000       1,887,000       1,665,000  
 
   
 
     
 
     
 
     
 
 
Effect of dilutive convertible preferred stock
    11,000       11,000       11,000       11,000  
Average number of common shares used to calculate diluted earnings per common share
    1,898,000       1,676,000       1,898,000       1,676,000  
 
   
 
     
 
     
 
     
 
 
Basic earnings per common share
  $ 0.15     $ 0.13     $ 0.49     $ 0.36  
 
   
 
     
 
     
 
     
 
 
Diluted earnings per common share
  $ 0.15     $ 0.13     $ 0.49     $ 0.36  
 
   
 
     
 
     
 
     
 
 
Dividends paid on common stock
  $ 0.00     $ 0.00     $ 0.00     $ 0.00  
 
   
 
     
 
     
 
     
 
 

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including those related to the adequacy of the allowance for loan losses, investments, intangible assets, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The one accounting estimate that materially affects the financial statements is the allowance for loan losses.

Reclassifications

In December 2000 the Company formed Front Range Capital Trust I (the “Trust”) for the purpose of issuing trust preferred securities. Following generally accepted accounting principles in effect as of December 31, 2003, the financial statements of the Trust were consolidated with the Company and any intercompany transactions were eliminated. As of March 31, 2004, generally accepted accounting principles have been modified to state that the financial statements of the Trust should not be consolidated with the Company’s and intercompany transactions should not be eliminated. The result of this change is that the balance of subordinated debt/trust preferred securities has increased by $285,000 which represents debt issued by the Company to the Trust. In addition, other assets increased by $285,000 which represents the Company’s investment in the common stock of the Trust. The results of the Trust

- 7 -


Table of Contents

are recorded on the books of the Company using the equity method of accounting. There was no impact to net income or shareholders’ equity as a result of this change.

Impact of Recently Issued Financial Accounting Pronouncements

The Accounting Standards Executive Committee has issued Statement of Position 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer. This Statement applies to all loans acquired in a transfer, including those acquired in the acquisition of a bank or a branch, and provides that such loans be accounted for at fair value with no allowance for loan losses, or other valuation allowance, permitted at the time of acquisition. The difference between cash flows expected at the acquisition date and the investment in the loan should be recognized as interest income over the life of the loan. If contractually required payments for principal and interest are less than expected cash flows, this amount should not be recognized as a yield adjustment, a loss accrual, or a valuation allowance. For the Company, this Statement is effective for calendar year 2005 and, early adoption, although permitted, is not planned. No significant impact is expected on the consolidated financial statements at the time of adoption.

- 8 -


Table of Contents

FRONT RANGE CAPITAL CORPORATION AND SUBSIDIARIES
Financial Summary

(unaudited)

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Net interest income (FTE) *
  $ 4,135,000     $ 3,985,000     $ 8,389,000     $ 7,997,000  
Provision for loan losses
    (293,000 )     (592,000 )     (403,000 )     (848,000 )
Noninterest income
    911,000       996,000       1,998,000       1,787,000  
Noninterest expense
    (4,271,000 )     (4,001,000 )     (8,475,000 )     (7,892,000 )
Provision for income taxes (FTE) *
    (171,000 )     (137,000 )     (513,000 )     (364,000 )
 
   
 
     
 
     
 
     
 
 
Net income
  $ 311,000     $ 251,000     $ 996,000     $ 680,000  
 
   
 
     
 
     
 
     
 
 
Average common shares outstanding
    1,887,369       1,665,144       1,887,369       1,665,144  
Diluted average common shares outstanding
    1,897,869       1,675,644       1,897,869       1,675,644  
Common shares outstanding at period end
    1,887,369       1,665,144       1,887,369       1,665,144  
As Reported:
                               
Basic earnings per common share
  $ 0.15     $ 0.13     $ 0.49     $ 0.36  
Diluted earnings per common share
  $ 0.15     $ 0.13     $ 0.49     $ 0.36  
Return on assets (annualized)
    0.32 %     0.27 %     0.51 %     0.37 %
Return on equity (annualized)
    5.34 %     4.90 %     8.50 %     6.65 %
Net interest margin
    4.59 %     4.74 %     4.68 %     4.71 %
Net loan charge-offs (recoveries) to average loans
    0.12 %     0.17 %     0.15 %     0.22 %
Efficiency ratio (FTE) *
    84.64 %     80.33 %     81.59 %     80.66 %
Average Balances:
                               
Total assets
  $ 392,125,000     $ 374,852,000     $ 392,630,000     $ 374,852,000  
Earning assets
    348,047,000       325,922,000       348,010,000       331,406,000  
Total loans
    284,236,000       273,376,000       285,459,000       274,359,000  
Total deposits
    323,959,000       303,969,000       312,644,000       310,266,000  
Shareholders’ equity
    23,412,000       20,784,000       23,548,000       20,620,000  
Balances at Period End:
                               
Total assets
                  $ 392,723,000     $ 384,760,000  
Earning assets
                    349,086,000       339,146,000  
Total loans
                    281,759,000       279,134,000  
Total deposits
                    330,333,000       309,480,000  
Shareholders’ equity
                    22,946,000       20,273,000  
Financial Ratios at Period End:
                               
Allowance for loan losses to loans
                    1.01 %     0.95 %
Book value per common share
                  $ 10.66     $ 9.86  
Equity to assets
                    5.84 %     5.27 %
Regulatory total capital to risk-weighted assets
                    10.97 %     9.91 %
Dividends paid per common share
                  $ 0.00     $ 0.00  

*   Presented on a fully tax equilvalent (FTE) basis

- 9 -


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As the Company has not commenced any business operations independent of the Bank, the following discussion pertains primarily to the Bank. Average balances, including such balances used in calculating certain financial ratios, are generally comprised of average daily balances for the Company. Within Management’s Discussion and Analysis of Financial Condition and Results of Operations, interest income and net interest income are generally presented on a fully tax-equivalent (FTE) basis.

The following discussion and analysis is designed to provide a better understanding of the significant changes and trends related to the Company and the Bank’s financial condition, operating results, asset and liability management, liquidity and capital resources and should be read in conjunction with the unaudited consolidated financial information of the Company and the notes thereto under Item 1 of this report.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to the adequacy of the allowance for loan losses, intangible assets, and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. (See caption “Allowance for Loan Losses” for a more detailed discussion).

Net Income

Following is a summary of the components of fully taxable equivalent (“FTE”) net income for the periods indicated:

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Net interest income (FTE)
  $ 4,135,000     $ 3,985,000     $ 8,389,000     $ 7,997,000  
Provision for loan losses
    (293,000 )     (592,000 )     (403,000 )     (848,000 )
Noninterest income
    911,000       996,000       1,998,000       1,787,000  
Noninterest expense
    (4,271,000 )     (4,001000 )     (8,475,000 )     (7,892,000 )
Provision for income taxes (FTE)
    (171,000 )     (137,000 )     (513,000 )     (364,000 )
 
   
 
     
 
     
 
     
 
 
Net income
  $ 311,000     $ 251,000     $ 996,000     $ 680,000  
 
   
 
     
 
     
 
     
 
 

Net income for the second quarter of 2004 was $60,000 (23.97%) more than for the second quarter of 2003. An increase in fully taxable equivalent net interest income (up $150,000 or 3.8%), and a decrease in provision for loan losses (down $299,000 or 50.5%) more than offset an increase in noninterest expenses (up $270,000 or 6.7%). The increase in net interest income (FTE) was due to an increase in the average balance of interest-earning assets (up $22.1 million or 6.8%) and an increase in interest-bearing liabilities (up $14.3 million or 4.8%). This was partially offset by a 34 basis point decrease in interest expense cost compared to a 52 basis point decrease in the yield on interest-earning assets. The $299,000 (50.5%) decrease in provision for loan losses was due to stable loan quality and the maintenance of an

- 10 -


Table of Contents

adequate allowance level. The decrease in noninterest income from the second quarter of 2003 was mainly due to an increase in service charges and customer service fees (up $271,000 or 79.0%). Offsetting this increase in noninterest income were decreases in mortgage referral fees (down $162,000 or 47.8%). The increase in noninterest expense was mainly due to an increase in expenses for other real estate-Heritage Place, described at Part II – Item 5 of this report, (up $68,000 or 119.3% to $125,000).

Net income for the six months ended June 30, 2004 was $316,000 (46.5%) more than for the same period of 2003. An increase in fully taxable equivalent net interest income (up $392,000 or 4.9%), an increase in noninterest income (up $211,000 or 11.8%) and a decrease in provision for loan losses (down $445,000 or 52.5%) more than offset an increase in noninterest expenses (up $583,000 or 7.4%). The increase in net interest income (FTE) was due to an increase in interest-earning assets (up $16.6 million or 5.0%) and an increase in the average balance of interest-bearing liabilities (up $10.4 million or 3.4%). This was partially offset by a 44 basis point decrease in interest expense cost compared to a 45 basis point decrease in the yield on interest-earning assets. The $445,000 (52.5%) decrease in provision for loan losses was due to stable loan quality and the maintenance of an adequate allowance level. The increase in noninterest income was mainly due to an increase in service charges and customer service fees (up $271,000 or 29.2%) and a gain on the sale of investment securities ($207,000 in 2004 from $54,000 in 2003). Offsetting these increases in noninterest income were decreases in mortgage referral fees (down $309,000 or 52.0%). The increase in noninterest expense was mainly due to an increase in expenses for other real estate-Heritage Place, described at Part II – Item 5 of this report, (up $190,000 or 208.8% to $281,000).

Net Interest Income

Following is a summary of the components of net interest income for the periods indicated:

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Interest income
  $ 5,700,000     $ 5,732,000     $ 11,467,000     $ 11,672,000  
Interest expense
    (1,688,000 )     (1,841,000 )     (3,311,000 )     (3,857,000 )
FTE adjustment
    123,000       94,000       233,000       182,000  
 
   
 
     
 
     
 
     
 
 
Net interest income (FTE)
  $ 4,135,000     $ 3,985,000     $ 8,389,000     $ 7,997,000  
 
   
 
     
 
     
 
     
 
 
Average earning assets
  $ 348,047,000     $ 325,922,000     $ 348,010,000     $ 331,406,000  
Net interest margin (FTE)
    4.78 %     4.96 %     4.85 %     4.87 %

The Company’s primary source of revenue is net interest income, or the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. Net interest income (FTE) during the second quarter of 2004 increased $150,000 (3.8%) from the same period in 2003 to $4.1 million. The decrease in interest income (FTE) ($3,000 or 0.5%) was due to the increase in average balances of interest-earning assets (up $22.1 million or 6.8% to $348.0 million) and a 52 basis point decrease in yield on interest-earning assets (6.73% from 7.25%). Interest expense decreased $153,000 (8.3%) from the same period in 2003 and was due to a decrease in the interest cost on interest-bearing liabilities of 34 basis points from 2.51% to 2.17% and offset by an increase in interest-bearing liabilities of $14.3 million (4.8%) to $312.0 million.

Net interest income (FTE) during the first six months of 2004 increased $392,000 (4.9%) from the same period in 2003 to $8.4 million. The decrease in interest income (FTE) ($154,000 or 1.3%) was due to the increase in average balances of interest-earning assets (up $16.6 million or 6.8% to $348.0 million) and a

- 11 -


Table of Contents

45 basis point decrease in yield on interest-earning assets (6.76% from 7.21%). Interest expense decreased $546,000 (14.2%) from the same period in 2003 and was due to a decrease in the interest cost on interest-bearing liabilities of 44 basis points from 2.56% to 2.12% and offset by an increase in interest-bearing liabilities of $10.4 million (3.4%) to $313.8 million.

Interest and Fee Income

Interest and fee income (FTE) for the second quarter of 2004 decreased $3,000 (0.5%) from the second quarter of 2003. The change in interest-earning assets was made up of a $10.9 million (4.0%) increase in average loan balances to $284.2 million, and a $12.1 million (22.5%) increase in average investment balances. The average balance of federal funds sold decreased $488,000 (100%) to $0 in order to fund loans and investments.

The average yield on the Company’s interest-earning assets decreased to 6.73% for the quarter ended June 30, 2004, from 7.25% for the quarter ended June 30, 2003. This downward trend in yields was reflective of general interest rate markets during much of the previous twelve months.

Interest and fee income (FTE) for the six months ended June 30, 2004 decreased $154,000 (1.3%) from the same period of 2003. The change in interest-earning assets was made up of an $11.1 million (4.0%) increase in average loan balances to $285.5 million, and an $11.8 million (22.4%) increase in average investment balances. The average balance of federal funds sold decreased $5.9 million (100%) to $0 in order to fund loans and investments.

The average yield on the Company’s interest-earning assets decreased to 6.76% for the six months ended June 30, 2004, from 7.21% for the same period of 2003. This downward trend in yields was reflective of general interest rate markets during much of the previous twelve months.

Interest Expense

Interest expense decreased $153,000 (8.3%) to $1.7 million in the second quarter of 2004 compared to $1.8 million in the quarter ended June 30, 2003. The average balance of interest-bearing liabilities increased $14.3 million (4.8%) to $312.1 million in the second quarter of 2004 compared to $297.8 million in the quarter ended June 30, 2003. The increase in interest-bearing liabilities was concentrated in time certificates of deposit (up $14.5 million or 11.3%) and in lower earning short-term borrowings (mostly overnight) (up $2.0 million or 15.7%). In addition, the average balance of noninterest-bearing deposits increased $4.1 million (8.6%) from the year-ago quarter, and the average balance of long-term debt decreased $4.1 million (22.1%) to $14.3 million in the quarter ended June 30, 2004 compared to $18.4 million in the year-ago quarter. The average rate paid for all categories of interest-bearing liabilities (2.17%) decreased in the second quarter of 2004 from the average rate paid in the second quarter of 2003 (2.51%) as a result of general market interest rate changes.

Interest expense decreased $546,000 (14.2%) to $3.3 million in the six months ended June 30, 2004 compared to $3.9 million in the same period of 2003. The average balance of interest-bearing liabilities increased $10.4 million (3.4%) to $313.8 million in the six months ended June 30, 2004 compared to $303.4 million in the same period of 2003. The increase in interest-bearing liabilities was concentrated in lower earning short-term borrowings (mostly overnight) (up $14.9 million or 121.27%) and interest-bearing demand deposits (up $1.5 million or 1.3%). The average balance of the higher interest-earning time deposits was down $3.5 million (2.6%) from the same period of 2003. In addition, the average balance of noninterest-bearing deposits increased $4.2 million (9.0%) from the year-ago quarter, and the average balance of long-term debt decreased $3.3 million (17.8%) to $15.2 million in the six months ended June 30, 2004 compared to $18.5 million in the same period of 2003. The average rate paid for all categories of interest-bearing liabilities (2.12%) decreased in the six months ended June 30, 2004 from

- 12 -


Table of Contents

the average rate paid in the year-ago six month period (2.56%) as a result of general market interest rate changes.

Net Interest Margin (FTE)

The following table summarizes the components of the Company’s net interest margin for the periods indicated:

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Yield on interest-earning assets
    6.73 %     7.25 %     6.76 %     7.21 %
Rate paid on interest-bearing Liabilities
    2.17 %     2.51 %     2.12 %     2.56 %
 
   
 
     
 
     
 
     
 
 
Net interest spread
    4.56 %     4.74 %     4.64 %     4.65 %
Impact of all other net noninterest-bearing funds
    0.22 %     0.22       0.21 %     0.22 %
 
   
 
     
 
     
 
     
 
 
Net interest margin
    4.78 %     4.96 %     4.85 %     4.87 %
 
   
 
     
 
     
 
     
 
 

Net interest margin in the second quarter of 2004 decreased 18 basis points compared to the second quarter of 2003. Average balances on time deposits increased during the quarter ended June 30, 2004 by $14.5 million (11.3%) compared to the same period ended June 30, 2003 and the cost of these funds decreased 44 basis points to 2.57% from 3.01%. Average balances on loans increased during the second quarter ended June 30, 2004 by $10.9 million (4%) compared to second quarter ended June 30, 2003 and the yield decreased 52 basis points to 7.20% from 7.72%.

Net interest margin in the six months ended June 30, 2004 decreased 2 basis points compared to the six months ended June 30, 2003. Average balances on short-term borrowings (mostly overnight) increased during the six months ended June 30, 2004 by $14.9 million (121.2%) compared to the same period ended June 30, 2003 and the cost of these funds decreased 96 basis points to 1.18% from 2.14%. Average balances on loans increased during the six months ended June 30, 2004 by $11.1 million (4.0%) compared to six months ended June 30, 2003 and the yield decreased 55 basis points to 7.21% from 7.76%.

Summary of Average Balances, Yields/Rates and Interest Differential

The following table presents, for the periods indicated, information regarding the Company’s consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income from average interest-earning assets and resulting yields, and the amount of interest expense paid on interest-bearing liabilities. Average loan balances include nonperforming loans. Interest income includes proceeds from loans on nonaccrual only to the extent cash payments have been received and applied to interest income. Yields on securities and certain loans have been adjusted upward to reflect the effect of income thereon exempt from federal income taxation at the current statutory tax rate.

- 13 -


Table of Contents

                                                 
    For the three months ended
    June 30, 2004
  June 30, 2003
    (Dollars in thousands)
            Interest   Rates           Interest   Rates
    Average   Income/   Earned/   Average   Income/   Earned/
    Balance
  Expense
  Paid
  Balance
  Expense
  Paid
Assets:
                                               
Loans
  $ 284,236     $ 5,086       7.20 %   $ 273,376     $ 5,201       7.72 %
Investment securities — taxable
    47,071       424       3.62 %     41,435       393       3.85 %
Investment securities — nontaxable
    18,875       311       6.63 %     12,384       229       7.50 %
Federal funds sold and due from banks (interest-bearing)
    795       2       1.01 %     1,282       3       0.95 %
Allowance for loan loss
    (2,930 )                     (2,555 )                
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total earning assets
    348,047       5,823       6.73 %     325,922       5,826       7.25 %
Other assets
    44,078                       44,856                  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 392,125     $ 5,823             $ 370,778     $ 5,826          
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Liabilities and shareholders’ equity:
                                               
Interest-bearing demand deposits
  $ 114,046     $ 259       0.91 %   $ 113,126     $ 329       1.18 %
Savings deposits
    14,331       8       0.22 %     13,913       17       0.50 %
Time deposits
    143,259       916       2.57 %     128,750       956       3.01 %
Other short-term borrowed funds
    16,713       49       1.18 %     14,449       60       1.68 %
Long-term debt
    14,360       182       5.10 %     18,439       225       4.95 %
Subordinated debentures
    9,485       274       11.62 %     9,200       254       11.20 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total interest-bearing liabilities
  $ 312,194     $ 1,688       2.17 %   $ 297,877     $ 1,841       2.51 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Noninterest-bearing deposits
    52,323                       48,180                  
Other liabilities
    4,196                       3,937                  
Shareholders’ equity
    23,412                       20,784                  
 
   
 
                     
 
                 
Total liabilities and shareholders’ equity
  $ 392,125                     $ 370,778                  
 
   
 
                     
 
                 
Net interest spread(1)
                    4.56 %                     4.74 %
Net interest income and interest margin(2)
          $ 4,135       4.78 %           $ 3,985       4.96 %
 
           
 
     
 
             
 
     
 
 

(1)   Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(2)   Net interest margin is computed by calculating the difference between interest income and expense, divided by the average balance of interest-earning assets.

- 14 -


Table of Contents

                                                 
    For the six months ended
    June 30, 2004
  June 30, 2003
    (Dollars in thousands)
            Interest   Rates           Interest   Rates
    Average   Income/   Earned/   Average   Income/   Earned/
    Balance
  Expense
  Paid
  Balance
  Expense
  Paid
Assets:
                                               
Loans
  $ 285,459     $ 10,231       7.21 %   $ 274,359     $ 10,562       7.76 %
Investment securities — taxable
    47,083       876       3.74 %     40,903       807       3.98 %
Investment securities — nontaxable
    17,578       589       6.74 %     11,947       446       7.53 %
Federal funds sold and due from banks (interest-bearing)
    798       4       1.01 %     6,703       39       1.17 %
Allowance for loan loss
    (2,908 )                     (2,506 )                
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total earning assets
    348,010       11,700       6.76 %     331,406       11,854       7.21 %
Other assets
    44,620                       43,446                  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total assets
  $ 392,630     $ 11,700             $ 374,852     $ 11,854          
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Liabilities and shareholders’ equity:
                                               
Interest-bearing demand deposits
  $ 115,705     $ 533       0.93 %   $ 114,247     $ 674       1.19 %
Savings deposits
    14,085       17       0.24 %     13,891       34       0.49 %
Time deposits
    131,787       1,671       2.55 %     135,262       2,061       3.07 %
Other short-term borrowed funds
    27,529       162       1.18 %     12,328       131       2.14 %
Long-term debt
    15,199       379       5.01 %     18,497       450       4.91 %
Subordinated debentures
    9,485       549       11.64 %     9,200       507       11.11 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total interest-bearing liabilities
  $ 313,790     $ 3,311       2.12 %   $ 303,425     $ 3,857       2.56 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Noninterest-bearing deposits
    51,067                       46,866                  
Other liabilities
    4,225                       3,941                  
Shareholders’ equity
    23,548                       20,620                  
 
   
 
                     
 
                 
Total liabilities and shareholders’ equity
  $ 392,630                     $ 374,852                  
 
   
 
                     
 
                 
Net interest spread(1)
                    4.64 %                     4.65 %
Net interest income and interest margin(2)
          $ 8,389       4.85 %           $ 7,997       4.87 %
 
           
 
     
 
             
 
     
 
 

(1)   Net interest spread represents the average yield earned on interest-earning assets minus the average rate paid on interest-bearing liabilities.

(2)   Net interest margin is computed by calculating the difference between interest income and expense, divided by the average balance of interest-earning assets.

Summary of Changes in Interest Income and Expense due to Changes in Average Asset & Liability Balances and Yields Earned & Rates Paid

The following table sets forth a summary of the changes in interest income (FTE) and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates for the periods indicated. Changes not solely attributable to volume or rates have been allocated in proportion to the respective volume and rate components.

- 15 -


Table of Contents

                         
    Three months ended June 30, 2004
    compared with three months
    ended June 30, 2003
    Volume
  Rate
  Total
Increase (decrease) in interest income:
                       
Loans
  $ 207,000     $ (322,000 )   $ (115,000 )
Investments — taxable
    53,000       (22,000 )     31,000  
Investments — nontaxable
    96,000       (14,000 )     82,000  
Federal funds sold & due from banks
    (1,000 )     (— )     (1,000 )
 
   
 
     
 
     
 
 
Total earning assets
    355,000       (358,000 )     (3,000 )
 
   
 
     
 
     
 
 
Increase (decrease) in interest expense:
                       
Interest-bearing demand deposits
    3,000       (73,000 )     (70,000 )
Savings deposits
    1,000       (10,000 )     (9,000 )
Time deposits
    108,000       (148,000 )     (40,000 )
Federal funds purchased
          (— )      
Other short term borrowings
    9,000       (20,000 )     (11,000 )
Long-term debt
    (50,000 )     7,000       (43,000 )
Trust preferred securities/subordinated debentures
    8,000       12,000       20,000  
 
   
 
     
 
     
 
 
Total interest-bearing liabilities
    79,000       (232,000 )     (153,000 )
 
   
 
     
 
     
 
 
Increase (decrease) in net interest income
  $ 276,000     $ (126,000 )   $ 150,000  
 
   
 
     
 
     
 
 
                         
    Six months ended June 30, 2004
    compared with six months
    ended June 30, 2003
    Volume
  Rate
  Total
Increase (decrease) in interest income:
                       
Loans
  $ 427,000     $ (758,000 )   $ (331,000 )
Investments — taxable
    122,000       (53,000 )     69,000  
Investments — nontaxable
    798,000       (655,000 )     143,000  
Federal funds sold & due from banks
    (34,000 )     (1,000 )     (35,000 )
 
   
 
     
 
     
 
 
Total earning assets
    1,313,000       (1,467,000 )     (154,000 )
 
   
 
     
 
     
 
 
Increase (decrease) in interest expense:
                       
Interest-bearing demand deposits
    9,000       (150,000 )     (141,000 )
Savings deposits
          (17,000 )     (17,000 )
Time deposits
    (53,000 )     (337,000 )     (390,000 )
Federal funds purchased
    2,000             2,000  
Other short term borrowings
    159,000       (130,000 )     29,000  
Long-term debt
    (80,000 )     9,000       (71,000 )
Trust preferred securities/subordinated debentures
    16,000       26,000       42,000  
 
   
 
     
 
     
 
 
Total interest-bearing liabilities
    53,000       (599,000 )     (546,000 )
 
   
 
     
 
     
 
 
Increase (decrease) in net interest income
  $ 1,260,000     $ (868,000 )   $ 392,000  
 
   
 
     
 
     
 
 

- 16 -


Table of Contents

Provision for Loan Losses

The Company provided $293,000 for loan losses in the second quarter of 2004 versus $592,000 in the second quarter of 2003. During the second quarter of 2004, the Company recorded $334,000 of net loan charge offs versus $458,000 of net loan charge offs in the second quarter of 2003. The decrease of $299,000 in the provision for loan losses was due to a decrease in net charge-offs. The ratio of the allowance for loan losses to total loans was 1.01% at June 30, 2004 and 0.95% at June 30, 2003.

The Company provided $403,000 for loan losses during the six months ended June 30, 2004 versus $848,000 during the six months ended June 30, 2003. During the six months ended June 30, 2004, the Company recorded $426,000 of net loan charge offs versus $593,000 of net loan charge-offs in the year earlier six-month period.

Noninterest Income

The following table summarizes the components of noninterest income for the periods indicated.

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Service charges on deposit accounts
  $ 614,000     $ 343,000     $ 1,199,000     $ 928,000  
Gain on sale of investments
          54,000       207,000       54,000  
Mortgage referral fees
    177,000       339,000       285,000       594,000  
Other noninterest income
    120,000       260,000       307,000       211,000  
 
   
 
     
 
     
 
     
 
 
Total noninterest income
  $ 911,000     $ 996,000     $ 1,998,000     $ 1,787,000  
 
   
 
     
 
     
 
     
 
 

Noninterest income for the second quarter of 2004 decreased $85,000 (8.5%) to $911,000 from $996,000 in the year-ago quarter. The decrease in noninterest income from the year-ago quarter was due to an increase in service charges on deposit accounts of $271,000 (79.0%) to $614,000 but was offset by decreases in gain on the sale of investment securities of $54,000 (100%) for the second quarter of 2004 from the same quarter in 2003 and mortgage referral fees of $162,000 (47.8%) from the second quarter of 2003 to the second quarter of 2004 due to a slower mortgage market. The increase in service charge income was mainly due to the introduction of an overdraft privilege deposit product in January 2004 that has added a new stream of recurring noninterest income.

Noninterest income for the six months ended June 30, 2004 increased $211,000 (11.8%) to $1,998,000 from $1,787,000 in the same period in 2003. The increase in noninterest income from the year-ago period was due to an increase in service charges on deposit accounts (up $271,000 or 29.2% to $1,199,000) and an increase in gain on the sale of investment securities (up $153,000 or 283.3% to $207,000). The increase in service charge income was mainly due to the introduction of an overdraft privilege deposit product in January 2004 that has added a new stream of recurring noninterest income. Mortgage referral fees for the six months ended June 30, 2004 decreased $309,000 (52.0%) to $285,000 from $594,000 for the six months ended June 30, 2003 due to a slower mortgage market.

- 17 -


Table of Contents

Noninterest Expense

The following table summarizes the components of noninterest expense for the periods indicated.

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Salaries and employee benefits
  $ 2,333,000     $ 2,370,000     $ 4,570,000     $ 4,664,000  
Occupancy
    419,000       397,000       846,000       778,000  
Furniture and Equipment
    197,000       220,000       389,000       440,000  
Data processing
    202,000       187,000       401,000       374,000  
Advertising and marketing
    192,000       154,000       324,000       250,000  
Printing and supplies
    67,000       71,000       134,000       149,000  
Loan and collection
    106,000       16,000       217,000       131,000  
Other real estate- Heritage Place
    125,000       57,000       281,000       91,000  
Net loss (gain) on sale of OREO and other foreclosed assets
    (65,000 )     86,000       34,000       95,000  
Other
    695,000       443,000       1,279,000       920,000  
 
   
 
     
 
     
 
     
 
 
Total
  $ 4,271,000     $ 4,001,000     $ 8,475,000     $ 7,892,000  
 
   
 
     
 
     
 
     
 
 
Average full time equivalent staff
    152       149       153       149  
Noninterest expense to revenue (FTE)
    84.64 %     80.33 %     81.59 %     80.66 %

Noninterest expense for the second quarter of 2004 increased $270,000 (6.7%) to $4.3 million from $4.0 million in the second quarter of 2003. The increase in noninterest expense was mainly due to a $90,000 (562.5%) increase in the loan and collection expense to $106,000 from $16,000. The increase in loan and collection expense was mainly due to an increase in OREO expense (up $59,000 or 359.8% to $75,000). Expense for other real estate-Heritage Place increased $68,000 (119.3%) to $125,000 from $57,000. The increase in the Heritage Place expense was mainly due to an accrual on the bonds issued by the City of Broomfield for an urban renewal project in the area where Heritage Place is located, as further described at Part II — Item 5 of this report.

Noninterest expense for the six months ended June 30, 2004 increased $583,000 (7.4%) to $8.5 million from $7.9 million in the first six months of 2003. The increase in noninterest expense was mainly due to a $190,000 (208.8%) increase in the expense for other real estate-Heritage Place to $281,000 from $91,000. The increase in the Heritage Place expense was mainly due to an accrual on the bonds issued by the City of Broomfield for an urban renewal project in the area where Heritage Place is located, as further described at Part II — Item 5 of this report.

Provision for Income Tax

The effective tax rate for the three months ended June 30, 2004 was 13.4% and reflects a decrease from 14.6% for the three months ended June 30, 2003. The effective tax rate for the six months ended June 30, 2004 was 21.9% and reflects an increase from 21.1% for the six months ended June 30, 2003. The provision for income taxes for all periods presented is primarily attributable to the respective level of earnings and the incidence of allowable deductions, particularly from tax-exempt loans, state and municipal securities, and bank owned life insurance.

Classified Assets

The Company closely monitors the markets in which it conducts its lending operations and continues its strategy to control exposure to loans with high credit risk. Asset reviews are performed using grading

- 18 -


Table of Contents

standards and criteria similar to those employed by bank regulatory agencies. Assets receiving lesser grades fall under the “classified assets” category, which includes all nonperforming assets and potential problem loans, and receive an elevated level of attention to ensure collection.

Classified assets, net of guarantees of the U.S. Government, including its agencies and its government-sponsored agencies at June 30, 2004, decreased $3.9 million (26.4%) to $10.9 million from $14.8 million at December 31, 2003. Allowance for loan losses to classified loans was 26.1% as of June 30, 2004 and 19.4% as of December 31, 2003.

Nonperforming Loans

Loans are reviewed on an individual basis for reclassification to nonaccrual status when any one of the following occurs: the loan becomes 90 days past due as to interest or principal, the full and timely collection of additional interest or principal becomes uncertain, the loan is classified as doubtful by internal credit review or bank regulatory agencies, a portion of the principal balance has been charged off, or the Company takes possession of the collateral. Loans that are placed on nonaccrual even though the borrowers continue to repay the loans as scheduled are classified as “performing nonaccrual” and are included in total nonperforming loans. The reclassification of loans as nonaccrual does not necessarily reflect management’s judgment as to whether they are collectible.

Interest income is not accrued on loans where management has determined that the borrowers will be unable to meet contractual principal and/or interest obligations, unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual, any previously accrued but unpaid interest is reversed. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. Interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

Interest income on nonaccrual loans, which would have been recognized during the six months ended June 30, 2004, if all such loans had been current in accordance with their original terms, totaled $44,000. Interest income actually recognized on these loans during the six months ended June 30, 2004 was $4,000.

The Company’s policy is to place loans 90 days or more past due on nonaccrual status. In some instances when a loan is 90 days past due management does not place it on nonaccrual status because the loan is well secured and in the process of collection. A loan is considered to be in the process of collection if, based on a probable specific event, it is expected that the loan will be repaid or brought current. Generally, this collection period would not exceed 30 days. Loans where the collateral has been repossessed are classified as OREO or, if the collateral is personal property, the loan is classified as other assets on the Company’s financial statements.

Management considers both the adequacy of the collateral and the other resources of the borrower in determining the steps to be taken to collect nonaccrual loans. Alternatives that are considered are foreclosure, collecting on guarantees, restructuring the loan or collection lawsuits.

As shown in the following table, total nonperforming assets decreased $2.1 million (60.0%) to $1.4 million during the first six months of 2004. Nonperforming assets net of guarantees represent 0.35% of total assets. All nonaccrual loans are considered to be impaired when determining the need for a specific valuation allowance. The Company continues to make a concerted effort to work with problem and potential problem loan customers to reduce risk of loss.

- 19 -


Table of Contents

                 
    At June 30, 2004
  At December 31, 2003
    (unaudited)
    (dollars in thousands)
Performing nonaccrual loans
  $ 316     $ 337  
Nonperforming, nonaccrual loans
    652       948  
 
   
 
     
 
 
Total nonaccrual loans
    968       1,285  
Loans 90 days past due and still accruing
    103       19  
 
   
 
     
 
 
Total nonperforming loans
    1,071       1,304  
Other real estate owned
    249       1,543  
Foreclosed assets
    63       614  
 
   
 
     
 
 
Total nonperforming assets
  $ 1,383     $ 3,461  
 
   
 
     
 
 
Nonperforming loans to total loans
    0.38 %     0.46 %
Allowance for loan losses/nonperforming loans
    266.01 %     220.25 %
Nonperforming assets to total assets
    0.35 %     0.87 %
Allowance for loan losses to nonperforming assets
    206.00 %     82.98 %

Allowance for Loan Losses

Credit risk is inherent in the business of lending. As a result, the Company maintains an Allowance for Loan Losses to absorb losses inherent in the Company’s loan portfolio. This is maintained through periodic charges to earnings. These charges are shown in the Consolidated Income Statements as provision for loan losses. All specifically identifiable and quantifiable losses are immediately charged off against the allowance. However, for a variety of reasons, not all losses are immediately known to the Company and, of those that are known, the full extent of the loss may not be quantifiable at that point in time. The balance of the Company’s Allowance for Loan Losses is meant to be an estimate of these unknown but probable losses inherent in the portfolio. For purposes of this discussion, “loans” shall include all loans and lease contracts that are part of the Company’s portfolio.

The Company formally assesses the adequacy of the allowance on a quarterly basis. Determination of the adequacy is based on ongoing assessments of the probable risk in the outstanding loan portfolio, and to a lesser extent the Company’s loan commitments. These assessments include the periodic re-grading of credits based on changes in their individual credit characteristics including delinquency, seasoning, recent financial performance of the borrower, economic factors, changes in the interest rate environment, growth of the portfolio as a whole or by segment, and other factors as warranted. Loans are initially graded when originated. They are re-graded as they are renewed, when there is a new loan to the same borrower, when identified facts demonstrate heightened risk of nonpayment, or if they become delinquent. Re-grading of larger problem loans occur at least quarterly. Confirmation of the quality of the grading process is obtained by independent credit reviews conducted by consultants specifically hired for this purpose and by various bank regulatory agencies.

The Company’s method for assessing the appropriateness of the allowance includes specific allowances for identified problem loans and leases as determined by SFAS 114, formula allowance factors for pools of credits, and allowances for changing environmental factors (e.g., interest rates, growth, economic conditions, etc.). Allowance factors for loan pools are based on the previous 5 years historical loss experience by product type. Allowances for specific loans are based on SFAS 114 analysis of individual credits. Allowances for changing environmental factors are management’s best estimate of the probable

- 20 -


Table of Contents

impact these changes have had on the loan portfolio as a whole. This process is explained in detail in the notes to the Company’s Consolidated Financial Statements in its Annual Report on Form 10-KSB for the year ended December 31, 2003.

Based on the current conditions of the loan portfolio, management believes that the $2,849,000 allowance for loan losses at June 30, 2004 is adequate to absorb probable losses inherent in the Company’s loan portfolio. No assurance can be given, however, that adverse economic conditions or other circumstances will not result in increased losses in the portfolio.

The following table summarizes the loan loss provision, net credit losses and allowance for loan losses for the periods indicated (dollars in thousands):

                                 
    Three months ended   Six months ended
    June 30,
  June 30,
    2004
  2003
  2004
  2003
Balance, beginning of period
  $ 2,890     $ 2,515     $ 2,872     $ 2,394  
Loan loss provision
    293       592       403       848  
Loans charged off
    (384 )     (501 )     (492 )     (689 )
Recoveries of previously charged-off loans
    50       43       66       96  
 
   
 
     
 
     
 
     
 
 
Net (charge-offs) recoveries
    (334 )     (458 )     (426 )     (593 )
 
   
 
     
 
     
 
     
 
 
Balance, end of period
  $ 2,849     $ 2,649     $ 2,849     $ 2,649  
 
   
 
     
 
     
 
     
 
 
Allowance for loan losses/loans outstanding
                    1.01 %     0.94 %

Capital Resources

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by management. The Company’s primary capital resource is shareholders’ equity, which was $22.9 million at June 30, 2004. This amount represents a decrease of $226,000 (1.0%) from December 31, 2003. The change is the result of net income of $996,000 and a $1.5 decrease in the net market value of available sale securities.

The following summarizes the regulatory capital ratios for the periods indicated:

                                         
    At June 30,
  At   Minimum   To Be Well
Capitalized Under
                    December 31,   Regulatory   Prompt Corrective
    2004
  2003
  2003
  Requirement
  Action Provisions
Tier I Capital (to risk-weighted assets)
                                       
Consolidated
    8.2 %     6.8 %     7.8 %                
Bank
    9.9 %     9.5 %     9.5 %     4.0 %     6.0 %
Total Capital (to risk-weighted assets)
                                       
Consolidated
    11.0 %     9.9 %     10.6 %                
Bank
    10.8 %     10.3 %     10.4 %     8.0 %     10.0 %
Tier I Leverage (to average assets)
                                       
Consolidated
    6.8 %     5.9 %     6.6 %                
Bank
    8.2 %     8.2 %     8.0 %     4.0 %     5.0 %

- 21 -


Table of Contents

Off-Balance Sheet Item

The Company is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, stand-by letters of credit and commercial letters of credit. The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options, etc. Loan commitments increased $12.0 million to $61.0 million at June 30, 2004, from $49.0 million at December 31, 2003. The commitments represent 21.6% and 17.3% of the total loans outstanding at June 30, 2004 and at December 31, 2003, respectively.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Asset and Liability Management

The goal for managing the assets and liabilities of the Company is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Company to undue interest rate risk. The Board of Directors has overall responsibility for the Company’s interest rate risk management policies and monitors guidelines to control the sensitivity of earnings to changes in interest rates.

Activities involved in asset/liability management include but are not limited to lending, accepting and placing deposits, investing in securities and issuing debt. Interest rate risk is the primary market risk associated with asset/liability management. Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities. To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contribute to earnings even in periods of volatile interest rates. The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin, net income and market value of equity under changing interest environments. Market value of equity is the net present value of estimated cash flows from the Company’s assets, liabilities and off-balance sheet items. The Company uses simulation models to forecast net interest margin, net income and market value of equity.

Simulation of net interest margin, net income and market value of equity under various interest rate scenarios is the primary tool used to measure interest rate risk. Using computer-modeling techniques, the Company is able to estimate the potential impact of changing interest rates on net interest margin, net income and market value of equity. A balance sheet forecast is prepared using inputs of actual loan, securities and interest-bearing liability (i.e. deposits/borrowings) positions as the beginning base.

In the simulation of net interest margin and net income under various interest rate scenarios, the forecast balance sheet is processed against seven interest rate scenarios. These seven interest rate scenarios include a flat rate scenario, which assumes interest rates are unchanged in the future, and six additional rate ramp scenarios ranging from +300 to -300 basis points around the flat scenario in 100 basis point increments. These ramp scenarios assume that interest rates increase or decrease evenly (in a “ramp” fashion) over a twelve-month period and remain at the new levels beyond twelve months.

In the simulation of market value of equity under various interest rate scenarios, the forecast balance sheet is processed against seven interest rate scenarios. These seven interest rate scenarios include the flat rate scenario described above, and six additional rate shock scenarios ranging from +300 to - -300 basis points around the flat scenario in 100 basis point increments. These rate shock scenarios assume that interest rates increase or decrease immediately (in a “shock” fashion) and remain at the new level in the future.

- 22 -


Table of Contents

At June 30, 2004 and 2003, the results of the simulations noted above indicate that the balance sheet is slightly liability sensitive (earnings decrease when interest rates rise). The magnitude of all the simulation results noted above is within the Company’s policy guidelines. The asset liability management policy limits aggregate market risk, as measured in this fashion, to an acceptable level within the context of risk-return trade-offs.

The simulation results noted above do not incorporate any management actions, which might moderate the negative consequences of interest rate deviations. Therefore, they do not reflect likely actual results, but serve as conservative estimates of interest rate risk.

At June 30, 2004 and 2003, the Company had no derivative financial instruments.

Liquidity

The Company’s principal source of asset liquidity is cash and amounts due from banks, federal funds sold, and marketable investment securities available for sale. At June 30, 2004, cash and due from banks, federal funds sold and investment securities available for sale totaled $77.6 million, representing a decrease of $1.3 million or 1.7% from December 31, 2003, and an increase of $4.5 million or 6.2% from June 30, 2003. The Company generates additional liquidity from its operating activities. The Company’s profitability during the first six months of 2004 generated cash flows from operations of $1.5 million compared to $2.0 million during the first six months of 2003. Additional cash flows may be provided by financing activities, primarily borrowings from banks and the Federal Home Loan Bank. Sales and maturities of investment securities produced cash inflows of $20.5 million during the six months ended June 30, 2004 compared to $27.8 million for the six months ended June 30, 2003. During the six months ended June 30, 2004, the Company invested $24.1 million in securities and experienced a decrease of $3.0 million in net loan growth, compared to $36.0 million and $15.5 million used to purchase investments and net loan growth, respectively, during the first six months of 2003. These changes in investment and loan balances contributed to net cash provided by investing activities of $1.0 million during the six months ended June 30, 2004, compared to net cash used in investing activities of $21.7 million during the six months ended June 30, 2003. Financing activities used net cash of $5.2 million during the six months ended June 30, 2004, compared to net cash used by financing activities of $2.6 million during the six months ended June 30, 2003. Increases in deposit balances accounted for $26.8 million of financing sources of funds during the six months ended June 30, 2004, compared to deposit balance decreases that accounted for $13.6 million of the funds used for financing activities during the six months ended June 30, 2003. Also, the Company’s liquidity is dependent on dividends received from the Bank. Dividends from the Bank are subject to certain regulatory restrictions. On July 7, 2004, the Company declared a dividend of $0.27 per share on its common stock and a dividend of $0.40 per share on its 1987 Series A 8% Non-cumulative Convertible Preferred Stock and its 1988 Series A 8% Non-cumulative Convertible Non-voting Preferred Stock. The aggregate dividends of $514,000 were paid on July 22, 2004 to holders of record at the close of business on July 8, 2004.

Item 4. Controls and Procedures

The Company’s principal executive officer, William A. Mitchell, Jr., and the principal financial officer, Alice M. Voss, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2004 (“Evaluation Date”). Based on that evaluation, they concluded that as of the Evaluation Date the Company’s disclosure controls and procedures are effective to allow timely communication to them of information relating to the Company and the Bank required to be disclosed in its filings with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). 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 under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

- 23 -


Table of Contents

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 24 -


Table of Contents

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Due to the nature of the banking business, the Bank is at times party to various legal actions. All such actions are of a routine nature and arise in the normal course of business of the Bank.

Item 5 – Other Information

Heritage Place

In August 2001, the Bank purchased three parcels of undeveloped property in Broomfield, Colorado. The first transaction involved a purchase of property from Joseph J. Fuentes and Christine R. Fuentes of undeveloped property located at 9590 Coalton Drive, Broomfield, Colorado 80020, also known as 604 Interlocken Boulevard, Broomfield, Colorado 80020, for a purchase price of approximately $2,423,900. The second transaction involved the Bank’s purchase from Coalton Acres, LLC of two parcels comprising 161,094 square feet of undeveloped property adjacent to 9590 Coalton Drive and part of the development known as “The FlatIron,” for a purchase price of approximately $3,942,495. The aggregate combined purchase price for the properties was approximately $6,367,000. The parcels are collectively referred to as “Heritage Place.” When the Bank purchased the parcels that now comprise Heritage Place, the Bank intended to sell Heritage Place to an investor or group to develop Heritage Place and thereafter the Bank intended to purchase a pad within the newly developed property to open a new branch and relocate some of the Company’s and the Bank’s administrative offices.

The Bank entered into a letter of intent in September 2002 with Heritage Place Holdings, LLC and Heritage Place Partners, LLC (together, the “Developers”) that discussed the proposed sale of Heritage Place to the Developers along with the Bank’s right to purchase a pad inside Heritage Place once the development was complete. At the time the Bank executed the letter of intent, the individual members of the Developers included Mr. Beauprez, as well as others unaffiliated with the Company or the Bank. In September 2002, officers of the Bank and the Company met with representatives of the Federal Reserve Bank and the Colorado Division of Banking to discuss the relationship of the proposed transaction to federal and state banking laws and regulations and to provide an opportunity for federal and state banking regulators to comment upon the letter of intent. In November 2002, the Bank and the Developers terminated the letter of intent because the development project was no longer economically feasible to the Developers due to market conditions.

Following termination of the letter of intent, the Bank continues to consider its best course of action regarding Heritage Place including, but not limited to, structuring a similar transaction with developers if market conditions improve in the future; preparing Heritage Place for sale to different investors, except for the pad the Bank could develop for a new branch location; or selling Heritage Place including the pad. Of the approximately 8.2 acre Heritage Place site, a bank pad of approximately 1.5 acres has been “carved out” for a potential branch building. In July 2003, the remaining 6.7 acres were listed for sale with a commercial broker. If a potential buyer would have an interest in purchasing the entire 8.2 acres, the Bank would be willing to consider this also.

The Bank has incurred and continues to incur costs while holding the Heritage Place property for sale. As of June 30, 2004, the Bank had capitalized total costs of $9,952,550 relating to preparing Heritage Place for sale and development, including fees for a site plan, annexation, zoning, architectural and tap fees. These costs are capitalized and are reflected as an asset on the Company’s unaudited consolidated balance sheet as presented in this report. In addition, the Bank has incurred related expenses of $280,759 for the six months ended June 30, 2004, largely related to holding the property. Of this amount, $63,923 was

- 25 -


Table of Contents

accrued for real estate taxes and $204,173 was accrued pursuant to a development and reimbursement agreement with the City and County of Broomfield (“City”) relating to bonds issued by the City for an urban renewal project in the area where Heritage Place is located. These costs are not capitalized and are reflected as non-interest expense on the Company’s unaudited consolidated statements of income presented in this report. The Bank expects to incur additional non-capitalized costs related to holding Heritage Place. Based on an opinion letter from an independent certified general appraiser in May 2003, the Bank’s management believes that the value of Heritage Place equals or exceeds the costs capitalized to date. The Bank’s management believes that the location of Heritage Place will become an important commercial site for a new banking and office location. The capitalized and non-capitalized costs incurred and to be incurred in the future to prepare the property for development represent an investment in the property in order to obtain that site. The Bank’s management also believes that it can receive a favorable price for the sale of Heritage Place to recoup its investment and ongoing carrying costs.

Other Property

In October 2002, the Bank purchased undeveloped property located at 8080 Weld County Road 13, Firestone, Colorado 80520, for a purchase price of $600,000. An application for a new branch was approved by the Federal Reserve and the CDB. The Bank has started construction on a new branch on this property with an anticipated opening in the fourth quarter of 2004.

In December 2002, the Bank purchased undeveloped property located at the Home Depot Center, South Hover Road, Longmont, Colorado 80501, for $550,000. The Bank sold this property at a profit in July 2004.

In April 2004, the Bank entered into a non-binding letter of intent to purchase undeveloped property located in Longmont, Colorado. The Bank intends to build a new branch on this property. The purchase is contingent upon the parties entering into an acceptable purchase agreement.

- 26 -


Table of Contents

Item 6 – Exhibits and Reports on Form 8-K

a. Exhibits.

The following documents are included or incorporated by reference in this quarterly report on Form 10-Q, and this list includes the Exhibit Index.

     
Exhibit No.
  Description
3.1*
  Articles of Incorporation of Front Range Capital Corporation.
 
   
3.2**
  Articles of Third Amendment to the Articles of Incorporation.
 
   
3.3*
  Bylaws of Front Range Capital Corporation
 
   
4.1*
  Form of Indenture by and between Front Range Capital Corporation and Wilmington Trust Company
 
   
4.2*
  Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1)
 
   
4.3*
  Certificate of Trust of Front Range Capital Trust I, as amended and restated
 
   
4.4*
  Trust Agreement between Front Range Capital Corporation, Wilmington Trust Company and the Administrative Trustees named therein
 
   
4.5*
  Form of Amended and Restated Trust Agreement between Front Range Capital Corporation and Wilmington Trust Company and the Administrative Trustees named therein
 
   
4.6*
  Form of Trust Preferred Securities Certificate (included as an exhibit to Exhibit 4.5)
 
   
4.7*
  Form of Trust Preferred Securities Guarantee Agreement between Front Range Capital Corporation and Wilmington Trust Company
 
   
4.8*
  Revised Form of Agreement of Expenses and Liabilities (included as an exhibit to Exhibit 4.5)
 
   
10.1*
  Lease Agreement between Lafayette State Bank and Fruehauf Investments Ltd.
 
   
10.2*
  Promissory Note by Front Range Capital Corporation payable to Bankers’ Bank of the West
 
   
10.3*
  Amendment and Restatement of Executive Retirement Plan of Heritage Bank
 
   
10.4*
  Indexed Salary Continuation Plan of Heritage Bank
 
   
10.5*
  Flexible Premium Life Insurance Endorsement Method Split Dollar Plan Agreement
 
   
31.1
  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
   
31.2
  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
   
32.1
  Section 1350 Certification of Chief Executive Officer
 
   
32.2
  Section 1350 Certification of Chief Financial Officer

*   Previously filed with the Company’s Registration Statement on Form SB-2 (333-40028 and 333-40028-01) and incorporated herein by reference.
 
**   Previously filed with the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2000 and incorporated herein by reference

b. Reports on Form 8-K

     During the quarter ended June 30, 2004, the Company filed the following Current Reports on Form 8-K:

     
Description
  Date of Report
Delay of Form 10-Q Filing
  May 26, 2004
 
   
Quarterly Earnings & Restatement of 2003 and 2002 Financial Statements
  June 24, 2004.

- 27 -


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    FRONT RANGE CAPITAL CORPORATION
(Registrant)
 
       
Date: August 12, 2004
  By:   /s/ William A. Mitchell, Jr.
     
 
      William A. Mitchell, Jr.
      Chief Executive Officer and President
      (Principal Executive Officer)
 
       
Date: August 12, 2004
  By:   /s/ Alice M. Voss
     
 
      Alice M. Voss
      Chief Financial Officer
      (Principal Financial and Accounting Officer)

- 28 -


Table of Contents

Exhibit Index

     
Exhibit No.
  Description
3.1*
  Articles of Incorporation of Front Range Capital Corporation.
 
   
3.2**
  Articles of Third Amendment to the Articles of Incorporation.
 
   
3.3*
  Bylaws of Front Range Capital Corporation
 
   
4.1*
  Form of Indenture by and between Front Range Capital Corporation and Wilmington Trust Company
 
   
4.2*
  Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1)
 
   
4.3*
  Certificate of Trust of Front Range Capital Trust I, as amended and restated
 
   
4.4*
  Trust Agreement between Front Range Capital Corporation, Wilmington Trust Company and the Administrative Trustees named therein
 
   
4.5*
  Form of Amended and Restated Trust Agreement between Front Range Capital Corporation and Wilmington Trust Company and the Administrative Trustees named therein
 
   
4.6*
  Form of Trust Preferred Securities Certificate (included as an exhibit to Exhibit 4.5)
 
   
4.7*
  Form of Trust Preferred Securities Guarantee Agreement between Front Range Capital Corporation and Wilmington Trust Company
 
   
4.8*
  Revised Form of Agreement of Expenses and Liabilities (included as an exhibit to Exhibit 4.5)
 
   
10.1*
  Lease Agreement between Lafayette State Bank and Fruehauf Investments Ltd.
 
   
10.2*
  Promissory Note by Front Range Capital Corporation payable to Bankers’ Bank of the West
 
   
10.3*
  Amendment and Restatement of Executive Retirement Plan of Heritage Bank
 
   
10.4*
  Indexed Salary Continuation Plan of Heritage Bank
 
   
10.5*
  Flexible Premium Life Insurance Endorsement Method Split Dollar Plan Agreement
 
   
31.1
  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
   
31.2
  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
   
32.1
  Section 1350 Certification of Chief Executive Officer
 
   
32.2
  Section 1350 Certification of Chief Financial Officer

*   Previously filed with the Company’s Registration Statement on Form SB-2 (333-40028 and 333-40028-01) and incorporated herein by reference.
 
**   Previously filed with the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2000 and incorporated herein by reference

- 29 -