Resource Bankshares Corporation, (the “Company”), a Virginia corporation, was established in 1998 and is headquartered in Virginia Beach, Virginia. The Company was capitalized on July 1, 1998 as the result of a share exchange with Resource Bank (the “Bank”), a Virginia state chartered bank. In the share exchange, the shareholders of Resource Bank exchanged each of their shares of common stock for two shares of the Company’s common stock, and Resource Bank became a wholly owned subsidiary of the Company. The Company conducts virtually all its business through Resource Bank. The bank markets its financial services to individuals, small to medium-sized businesses and professional firms located in the three largest metropolitan areas in Virginia—Greater Hampton Roads, northern Virginia and Greater Richmond.

In August 2003, the Company announced that it will merge with Fulton Financial Corporation. Fulton is a $9.3 billion Lancaster, Pennsylvania-based financial holding company which operates 199 banking offices in Pennsylvania, Maryland, Delaware and New Jersey through the following affiliates: Fulton Bank, Lancaster, PA; Lebanon Valley Farmers Bank, Lebanon, PA; Swineford National Bank, Middleburg, PA; Lafayette Ambassador Bank, Easton, PA; FNB Bank, N.A., Danville, PA; Hagerstown Trust, Hagerstown, MD; Delaware National Bank, Georgetown, DE; The Bank, Woodbury, NJ; The Peoples Bank of Elkton, Elkton, MD, Skylands Community Bank, Hackettstown, NJ, and Premier Bank, Doylestown, PA. The merger was approved by shareholders of the Company on February 26, 2004 and the transaction is anticipated to close on April 1, 2004.

The Bank opened for business September 1, 1988. After four years of initial losses the Bank was recapitalized, and a new management team and new Board of Directors took control January 1, 1993. In June 1999, Resource Bank opened a banking office in Chesapeake, Virginia and in February 2000 the bank opened a banking office in Newport News, Virginia. Additionally, at the end of 2001 the bank transformed its loan production office in Richmond, Virginia, which was opened in May 1995, into a full-service banking office. During 2001, the Company moved into its new northern Virginia regional office located in Herndon, Virginia, on Elden Street, a main business thoroughfare in the Dulles corridor. The Bank opened its sixth full service banking office in Virginia Beach, Virginia in December 2002.

The Bank serves customers throughout Virginia, providing banking services primarily to individuals and businesses located in Hampton Roads in southeast Virginia, Fairfax County in northern Virginia and in the greater Richmond metropolitan area. The Bank markets its services to consumers, small to medium sized businesses and professional people and emphasizes personal relationship banking. A full range of services is offered including checking and savings accounts, certificates of deposit and charge cards, as well as services typically associated with larger banks, such as sweep account capacity, automatic reconcilement, and corporate credit cards. The Bank is a Preferred Lender under the S Administration (SBA) program in both the Richmond, Virginia and Washington, DC SBA districts and ranked second in loan volume (56 loans totaling $12.6 million) in the Richmond district in fiscal year 2003.

The Company’s primary sources of revenue are interest income and fees, which the Company earns by lending and investing funds held on deposit. Because loans generally earn higher rates of interest than investments, the Company seeks to employ as much of its deposit funds as possible in the form of loans to individuals, businesses, professionals and other organizations. In the interest of liquidity, however, portions of the Company’s deposits are maintained in cash, government securities, deposits with other financial institutions, and overnight loans of excess reserves, known as federal funds sold, to large correspondent banks. The revenue that the Company earns, before deducting overhead expenses, is essentially a function of the amount of its loans and deposits, as well as the profit margin, or interest spread, and fee income which can be generated on the loans.

Furthering the expansion strategy related to its mortgage operation, the Company completed several acquisitions in 2000 and 2001 and entered into a joint venture in 2000. In February 2001, the Bank acquired the operating assets of Atlantic Mortgage and Investment Company, a company that specializes in commercial loan originations, placements and servicing in the mid-Atlantic region of the United States. In 2000, the year prior to this acquisition, Atlantic closed over $99 million in mortgage loans. In addition, the Bank acquired the operating assets of First Jefferson Mortgage Corporation, a Virginia based residential mortgage loan origination company, in March 2001. In 2000, the year prior to this acquisition, First Jefferson closed over $250 million in mortgage loans. The Company also acquired two title abstract and real estate closing agency companies: PRC Title, LLC, in May of 2001; and CW and Company of Virginia, in June 2000. Additionally, during August 2000, Resource Service Corporation, the Bank’s wholly-owned non-operating subsidiary, entered into a joint venture with Financial Planners’ Mortgage Company, Inc. by forming Financial Planners Mortgage, LLP, a limited partnership which participates in residential one to four family loan production. These acquisitions and the joint venture have expanded the scope of mortgage services the Company markets. In May 2002, the Company established Virginia Financial Services LLC, a limited liability company which provides management consulting services. The company initially held a 49% interest in Virginia Financial Services and in June 2003, purchased the remaining interest making it a wholly owned subsidiary of the Company. In May 2003, Resource Service Corporation entered into a joint venture with Homebanc of MD., Inc. by forming HomeBanc LLP, a limited partnership which participates in residential one to four family loan production. Resource Service Corporation holds a 51% interest in HomeBanc LLP. In September 2003, the Bank formed a wholly-owned subsidiary, Dominion Investment Group LLC, which provides brokerage services. In February 2004, Resource Service Corporation entered into a joint venture with LMP Mortgage Venture, LLC, by forming Alliance One Mortgage, LLP, a limited partnership which participates in residential one to four family loan production. Resource Service Corporation holds a 51% interest in Alliance One Mortgage, LLP.

Average Balances, Interest Income and Expenses, and Average Yields and Rates

The following table sets forth average balances of total interest earning assets and total interest bearing liabilities for the periods indicated, showing the average distribution of assets, liabilities, stockholders’ equity and the related income, expense and corresponding weighted-average yields and costs.

 
     Year ended December 31
  
     2003
     2002
     2001
  
     Average
Balance(1)
    

Income/

Expense

   

Yield/

Rate(2)

     Average
Balance(1)
    

Income/

Expense

   

Yield/

Rate(2)

     Average
Balance(1)
    

Income/

Expense

   

Yield/

Rate(2)

  
     (Dollars in thousands)  

Assets

                                                                

Interest Earning Assets:

                                                                

Securities (3)

    $ 147,387     $ 9,594    6.51 %   $ 129,953     $ 8,725    6.71 %   $ 92,626     $ 7,079    7.64 %

Loans (4)

      505,047       26,873    5.32 %     393,588       23,137    5.88 %     306,802       22,148    7.22 %

Interest bearing deposits in other banks

      9,162       40    .44 %     3,080       51    1.66 %     9,791       366    3.74 %

Other earning assets (5)

      97,285       6,289    6.46 %     57,800       4,272    7.39 %     45,596       3,523    7.73 %
    
 
  
 
 
  
 
 
  

Total interest earning assets

      758,881       42,796    5.64 %     584,421       36,185    6.19 %     454,815       33,116    7.28 %

Non-interest earning assets:

                                                                

Cash and due from banks

      16,812                    8,087                    5,946               

Premises and equipment

      10,238                    9,742                    6,943               

Other assets

      23,722                    17,451                    12,504               

Less: Allowance for loan losses

      (5,075 )                  (4,124 )                  (3,718 )             
    
              
              
            

Total non-interest earning assets

      45,697                    31,156                    21,675               
    
              
              
            

Total Assets

    $ 804,578                  $ 615,577                  $ 476,490               
    
              
              
            

Liabilities and Stockholders’ Equity

                                                                

Interest Bearing Liabilities:

                                                                

Interest bearing deposits:

                                                                

Demand/MMDA accounts

    $ 70,022     $ 997    1.42 %     70,242     $ 1,303    1.86 %   $ 120,288     $ 5,065    4.21 %

Savings

      4,094       39    .95 %     4,643       66    1.42 %     4,465       140    3.14 %

Certificates of deposit

      480,145       10,932    2.28 %