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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended June 30, 2003

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For transition period from __________ to __________

Commission File Number 0 -17609

WEST SUBURBAN BANCORP, INC.

(Exact name of Registrant as specified in its charter)

          Illinois          

 

36-3452469

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

     

711 South Meyers Road, Lombard, Illinois

 

60148

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number including area code:

(630) 629-4200

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     .

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No     .

Indicate the number of shares outstanding of each of the Issuer's class of common stock as of the latest practicable date.

15,000,000 shares of Common Stock, no par value, were authorized, and 432,495 shares of Common Stock were issued and outstanding, as of August 1, 2003.

WEST SUBURBAN BANCORP, INC.

Form 10-Q Quarterly Report

Table of Contents

PART I

Item 1. Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

Form 10-Q Signatures

Special Note Concerning Forward-Looking Statements

This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of such term in the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of West Suburban Bancorp, Inc. ("West Suburban") and West Suburban Bank (the "Bank" and collectively with West Suburban and its other subsidiaries, the "Company"). Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "coul d," "should" or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and its subsidiaries include, but are not limited to, the following:

· The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company's assets.

· The economic impact of terrorist attacks and military actions.

· The effects of, and changes in, federal, state and local laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters.

· The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company's assets) and the policies of the Board of Governors of the Federal Reserve System.

· The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.

· The inability of the Company to obtain new customers and to retain existing customers.

· The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet.

· Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers including technological changes implemented for, or related to, new products such as stored value cards, payroll cards and other similar products and services.

· The ability of the Company to develop and maintain secure and reliable electronic systems including systems developed for new products such as stored value cards, payroll cards and other similar products and services.

· The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.

· Consumer spending and saving habits which may change in a manner that affects the Company's business adversely.

· Business combinations and the integration of acquired businesses and assets which may be more difficult or expensive than expected.

· The costs, effects and outcomes of existing or future litigation.

· Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.

· The ability of the Company to manage the risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including other factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission.

PART I

ITEM 1. FINANCIAL STATEMENTS

WEST SUBURBAN BANCORP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

 

WEST SUBURBAN BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(Dollars in thousands, except per share data)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

 

WEST SUBURBAN BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002

(Dollars in thousands, except per share data)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

 

WEST SUBURBAN BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(Dollars in thousands, except per share data)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

 

WEST SUBURBAN BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

(Dollars in thousands)

(UNAUDITED)

See accompanying notes to condensed consolidated financial statements.

 

WEST SUBURBAN BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollars in thousands, except per share data)

NOTE 1 - BASIS OF PRESENTATION

The condensed consolidated financial statements include the accounts of West Suburban Bancorp, Inc. ("West Suburban") and West Suburban Bank (the "Bank" and collectively with West Suburban, the "Company"). Significant intercompany accounts and transactions have been eliminated. The unaudited interim consolidated financial statements are prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures normally accompanying the annual financial statements have been omitted. The interim financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the latest Annual Report on Form 10-K filed by the Company. The condensed consolidated financial statements include all adjustments (none of which were other than normal recurring adjustments) necessary for a fair statement of the results for the interim periods. The results for the interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

NOTE 2 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

Unused lines of credit and other commitments to extend credit not reflected in the financial statements are as follows:

Fixed rate commercial loan commitments at June 30, 2003 generally had interest rates ranging from 4.75% to 9.00% with terms ranging from 1 to 6 years. Fixed rate mortgage loan commitments at June 30, 2003 generally had interest rates ranging from 4.75% to 6.00% with terms ranging from 6 to 30 years. Fixed rate check credit lines of credit had interest rates ranging from 12.90% to 18.00% as of June 30, 2003.

NOTE 3 - COMMON STOCK IN ESOP SUBJECT TO CONTINGENT REPURCHASE OBLIGATION

At June 30, 2003 and December 31, 2002, the Employee Stock Ownership Plan ("ESOP") held 74,527 and 73,837 shares of West Suburban common stock, respectively, and substantially all shares held by the ESOP were allocated to the accounts maintained for participants. Participants who elect to receive their benefit payments in the form of West Suburban common stock may require the Company to purchase the common stock distributed at fair value during two 60-day periods. The first purchase period begins on the date the benefit is paid and the second purchase period begins on the first anniversary of the payment date. This contingent repurchase obligation is reflected in the Company's financial statements as "Common stock in ESOP subject to contingent repurchase obligation" and reduces shareholders' equity by an amount that represents the independently appraised fair value of all the West Suburban common stock held by the ESOP, without regard to whether it i s likely that the shares would be distributed or that the recipients of the shares would be likely to exercise their right to require the Company to purchase the shares. At June 30, 2003 and December 31, 2002, this contingent repurchase obligation reduced shareholders' equity by $43,971 and $40,241, respectively. The Company believes that the ESOP will continue to have a sufficient amount of cash to distribute benefit payments to former employees and that the exercise of the right of former employees to cause the Company to purchase West Suburban common stock is unlikely.

NOTE 4 - NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") recently issued two new accounting standards, Statement 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," and Statement 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities," both of which generally become effective in the quarter beginning July 1, 2003.

Because the Company does not have derivative instruments or hedging activities or is only nominally involved in these instruments, the Company does not anticipate that Statement 149 will have a material effect on the Company's operating results or financial condition.

According to the guidance in Statement 150, the Company's common stock owned by the ESOP would be considered part of shareholders' equity. However, the Securities and Exchange Commission ("SEC") has not yet changed its position that such stock should not be considered part of permanent equity. The Company intends to monitor any new guidance from the SEC regarding this matter and continue to report common stock in ESOP subject to contingent repurchase obligation as shown on the June 30, 2003 and December 31, 2002 consolidated balance sheets until the SEC changes its position.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BALANCE SHEET ANALYSIS

Asset Distribution. Total consolidated assets at June 30, 2003 increased 5.6% from December 31, 2002. Total year-to-date average assets at June 30, 2003 increased 8.9% from June 30, 2002. An increase in securities available for sale was the largest component of the increase in total assets and was partially offset by decreases in cash and cash equivalents and loans. Asset growth was funded primarily by higher levels of deposits.

Cash and cash equivalents at June 30, 2003 decreased 35.0% from December 31, 2002 primarily due to the use of cash and cash equivalents to purchase securities available for sale.

The Company's available for sale securities portfolio increased 47.5% during the first six months of 2003. The Company made a significant investment in U.S. government agency securities. Investing in U.S. government agency securities and classifying them as available for sale increases the Company's liquidity and is an important element in the Company's liquidity management during the current low interest rate environment. This has also allowed the Company to better control the level of liquidity risk while maximizing the yield over an entire interest rate cycle. During this period, the Company's accumulated other comprehensive income increased $.3 million due to an increase in unrealized gains on securities available for sale, net of deferred tax. The Company's held to maturity portfolio decreased 12.5% during the first six months of 2003, primarily due to calls of U.S. government agency securities and the Company's decision to classify all new security purchases made during the first six months of 2003 as available for sale. The Company will continue to monitor its level of available for sale and held to maturity securities and will classify new securities in the appropriate category at the time of purchase.

The carrying value of the Company's major categories of securities are summarized in the following table (dollars in thousands):

Total loans outstanding at June 30, 2003 decreased 2.0% from December 31, 2002 primarily due to decreased balances in the commercial, indirect automobile and residential real estate loan portfolios. These decreases were partially offset by increases in the commercial real estate and home equity loan portfolios. The decrease in the indirect automobile loan portfolio was primarily due to prepayments and scheduled repayments as well as the effect of promotional programs offered by new automobile dealers such as 0% financing. The Company also experienced continued growth in its home equity loan portfolio as a result of promotional efforts relating to this product. Balances in the Company's categories of loans are summarized in the following table (dollars in thousands):

Allowance for Loan Losses and Asset Quality. The Company's provision for loan losses is based on management's quarterly evaluations of the adequacy of the allowance for loan losses. In these evaluations, management considers numerous factors including, but not limited to, historical loan loss experience, information about specific borrower situations and estimated collateral values and prevailing economic conditions.

All categories of loans are evaluated on a category by category basis. In addition, individual commercial loans are evaluated to determine if a specific loss allocation is needed for problem loans deemed to have a shortfall in collateral. Management also considers the borrower's current economic status including liquidity and future business viability. Other factors used in the allocation of the allowance include levels and trends of past dues and charge-offs along with concentrations of credit within the commercial and commercial real estate loan portfolios. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events occur.

The provision for loan losses decreased 58.1% for the six months ended June 30, 2003 compared to 2002. The Company's provision for loan losses reflected management's evaluation of the loan portfolio within the context of the factors previously discussed. The decrease was primarily the result of the decreased levels of net loan charge-offs. The Company charged-off less than $.1 million of commercial loans for the six months ended June 30, 2003 compared to $1.9 million of commercial loan charge-offs for the six months ended June 30, 2002. The provision for 2003 reflects an increase in nonperforming loans as discussed below.

The ratio of the allowance for loan losses to total loans outstanding was 1.30% at June 30, 2003 and 1.21% at December 31, 2002. Nonperforming loans at June 30, 2003 increased 35.3% from December 31, 2002. During the second quarter of 2003, the Company classified approximately $5.4 million of commercial real estate and construction loans relating to one borrower relationship as non-accrual. The accrual status of loans past due 90 days and over is based on management's evaluation of the respective collateral values and collection efforts.

The following table presents an analysis of the Company's nonperforming loans and other real estate as of the dates indicated (dollars in thousands):

The following table presents an analysis of the Company's provision for loan losses for the periods stated (dollars in thousands):

Deposits. Total deposits at June 30, 2003 increased 5.6% from December 31, 2002. The increase in total deposits was the result of an increase in interest-bearing deposits partially offset by a decrease in demand-noninterest-bearing deposits. Management believes the growth of NOW and savings deposits reflects the tendency of its customers to maintain a higher level of short-term liquid investments during periods of low interest rates. Management believes the growth in time deposits is directly correlated to promotional efforts and the uncertainty of financial markets.

Balances in the Company's major categories of deposits are summarized in the following table (dollars in thousands):

During the first six months of 2003, average balances in demand-noninterest-bearing deposits and interest-bearing deposits increased $3.4 million and $123.6 million, respectively, compared to the first six months of 2002.

CAPITAL RESOURCES

Shareholders' equity at June 30, 2003 increased 3.2% from December 31, 2002 as a result of $13.7 million of net income, reduced by dividends declared of $6.9 million and an increase in unrealized gains on securities available for sale of $.3 million, net of deferred taxes. Additionally, shareholders' equity was decreased by a $3.7 million increase in common stock in ESOP subject to contingent repurchase obligation.

The Company's capital ratios as well as those of the Bank as of June 30, 2003 are presented below. All capital ratios are in excess of the regulatory capital requirements which call for a minimum total risk-based capital ratio of 8% for each of the Company and the Bank, a minimum Tier 1 risk-based capital ratio of 4% for each of the Company and the Bank and a minimum leverage ratio (3% for the most highly rated banks and bank holding companies that do not expect significant growth; all other institutions are required to maintain a minimum leverage capital ratio of 4% to 5% depending on their particular circumstances and risk and growth profiles) for each of the Company and the Bank. Bank holding companies and their subsidiaries are generally expected to operate at or above the minimum capital requirements. The ratios shown below are in excess of regulatory minimums and should allow the Company and the Bank to operate without significant capital adequacy concerns.

The following table sets forth the regulatory capital ratios of the Company and the Bank at June 30, 2003:

Management has been advised by the FDIC that as of June 30, 2003 and December 31, 2002, the Bank was categorized as a "well-capitalized" institution. The Company's capital ratios were also well in excess of the required levels as of June 30, 2003 and December 31, 2002. In accordance with applicable federal regulations, the appraised fair value of West Suburban's common stock owned by the ESOP is included in Tier 1 capital.

LIQUIDITY

Effective liquidity management ensures there is sufficient cash flow to satisfy demand for credit, deposit withdrawals and to take advantage of earnings enhancement opportunities. A large, stable core deposit base and a strong capital position are the solid foundation for the Company's liquidity position. Liquidity is enhanced by a securities portfolio structured to provide liquidity as needed. The Company also maintains relationships with correspondent banks to purchase federal funds subject to underwriting and collateral requirements. Additionally, subject to credit underwriting, collateral, capital stock, and other requirements of the Federal Home Loan Bank of Chicago ("FHLB"), the Company is able to borrow from the FHLB on a "same day" basis. As of June 30, 2003, the Company would be able to borrow approximately $97 million from the FHLB secured by real estate loans. The Company manages its liquidity position through continuous monitoring of profitability trends, as set quality, interest rate sensitivity and maturity schedules of earning assets and liabilities.

Generally, the Company uses cash and cash equivalents and securities available for sale to meet its liquidity needs. As of June 30, 2003 and December 31, 2002, these liquid assets represented 27.1% and 21.8% of total assets, respectively. During 2003, the Company's cash and cash equivalents decreased $23.4 million. In 2003, net cash provided by operating activities was $21.4 million, while net cash used in investing activities was $112.4 million. The net cash used in investing activities was primarily used to purchase securities available for sale. Net cash flows provided by financing activities were $67.6 million in 2003, resulting from deposit growth. Management expects operations to be a continuing source of cash flow in the future.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

Net Income. The Company's net income for the first six months of 2003 increased 39.6% compared to the first six months of 2002 primarily due to an increase in total noninterest income of $5.2 million. Net income was also affected positively by an increase in net interest income of $.2 million and a decrease in the provision for loan losses of $1.3 million. These increases to income and decreases to expense were partially offset by an increase in total noninterest expense of $.6 million and an increase to income tax expense of $2.1 million.

Net Interest Income. Net interest income is the primary source of income for the Company. Net interest income is the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities. Net interest income is affected by changes in the volume and yield on interest-earning assets and the volume and rates on interest-bearing liabilities. Interest-earning assets consist of federal funds sold, securities and loans. Interest-bearing liabilities primarily consist of deposits. The net interest margin is the percentage of tax equivalent net interest income to average earning assets. The Company's net interest margin for the first six months of 2003 decreased to 3.87% compared to 4.22% for the first six months of 2002.

Total interest income, on a tax equivalent basis, for the first six months of 2003 decreased 5.1% compared to the first six months of 2002 primarily due to declining yields from assets in the Company's loan portfolio. Average loans in 2003 increased 2.2% while the yield on the portfolio decreased 66 basis points. Yields on the Company's real estate portfolio declined 79 basis points during this period. This yield declined due to the Company experiencing the continued effects of refinancing in its real estate portfolio. Yields on the Company's home equity loan portfolio declined 67 basis points during this period. Yields on home equity lines of credit vary with the prime rate on semi-annual repricing dates. The average prime rate during the first six months of 2003 was 4.25% compared to 4.75% during the first six months of 2002.

Total interest expense for the first six months of 2003 decreased 16.7% compared to the first six months of 2002. Interest on deposits, which accounted for substantially all of this decrease, decreased primarily due to the Company lowering interest rates on all categories of deposits in response to the continued decline in market rates. The yield on average interest-bearing deposits for the first six months of 2003 decreased 57 basis points to 1.78% compared to 2.35% for the first six months of 2002.

The following table reflects the impact of changes in volume and interest rates on interest-earning assets and interest-bearing liabilities on a tax equivalent basis for the six-month period ended June 30, 2003, as compared to the same period in 2002 (dollars in thousands):

The following table presents an analysis of the Company's year-to-date average interest-earning assets, noninterest-bearing demand deposits and interest-bearing liabilities, for the dates indicated (dollars in thousands):

Provision for Loan Losses. The Company's provision for loan losses decreased 58.1% in the first six months of 2003 compared to the first six months of 2002. A more detailed discussion concerning the allowance for loan losses is presented in the "Allowance for Loan Losses and Asset Quality" section of this report.

Noninterest Income. Total noninterest income increased 89.4% in the first six months of 2003 compared to the first six months of 2002. Service fees on deposit accounts increased $2.0 million, resulting primarily from the new overdraft program the Company implemented in the fourth quarter of 2002. Management anticipates that the future growth in the income generated from this program will slow but believes the program will continue to enhance fee income. Debit card fees increased $.2 million due to increased usage. The Company also experienced an increase in net realized gains on securities transactions of $1.5 million continuing a trend over several quarters. The degree and volume of future security gains is unknown. The Company also experienced an increase in net gain on sales of loans held for sale of $.3 million due to higher activity resulting from a strong mortgage refinancing market. The Company also recorded $1.1 million of additional income in connection with a litigation s ettlement. Other income increased $.1 million primarily due to increased fees in connection with mortgage applications and stored value products.

Noninterest Expense. Total noninterest expense increased 3.2% in the first six months of 2003 compared to the first six months of 2002. Salaries and employee benefits increased $.6 million primarily as a result of normal salary increases together with increased medical insurance and ESOP contribution expense. The number of full-time-equivalent employees was 501 at June 30, 2003, compared to 487 at December 31, 2002. Occupancy expense increased $.2 million primarily due to increases in depreciation and maintenance expense on bank facilities. Furniture and equipment expense increased $.2 million primarily due to increased depreciation costs of data processing equipment, which includes a new mainframe purchase in 2002. Advertising and promotion expense decreased $.3 million primarily due to the Company reducing the amount of advertising it outsourced to an ad agency it utilized to promote the Company's brand and image. Professional fees increased due to increased legal fees in connection with problem loans and the development of stored value products. Other noninterest expense decreased $.3 million primarily due to reduced costs associated with the development and introduction of new products and services offered by the Company.

Income Taxes. Income tax expense increased 45.5% for the first six months of 2003 compared to the first six months of 2002 primarily due to higher pre-tax income levels without a corresponding increase in tax-exempt income. The effective tax rates for the first six months of 2003 and 2002 were 32.9% and 32.0% respectively.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002

Net Income. The Company's net income for the second quarter of 2003 increased 25.1% compared to the second quarter of 2002 primarily due to a $1.6 million increase in total noninterest income. The provision for loan losses decreased $.5 million and total noninterest expense increased $.2 million. These increases to income and changes in expense were partially offset by a decrease to net interest income of $.1 million and an increase to income tax expense of $.6 million.

The Company's net interest margin on a fully tax-equivalent basis for the second quarter of 2003 decreased to 3.69% compared to 4.14% for the second quarter of 2002.

Net Interest Income. Total interest income, on a tax equivalent basis, for the second quarter of 2003 decreased 6.2% compared to the second quarter of 2002 primarily due to declining yields on the loan portfolio. Average loans for the period increased 3.6% and the average yields on the loan portfolio decreased 75 basis points. This was primarily due to the decline in yields on the commercial and real estate loan portfolios of 77 and 93 basis points, respectively. Average balances in securities increased 34.9% during this period primarily due to the significant investment the Company made in U.S. Government agency securities. The yield on average interest-earning assets in the second quarter of 2003 decreased 97 basis points to 5.15% compared to 6.12% in the second quarter of 2002.

Total interest expense for the second quarter of 2003 decreased 17.7% compared to the second quarter of 2002. Interest on deposits, which accounted for substantially all of this decrease, decreased primarily due to lower interest rates as discussed earlier. The yields on interest-bearing deposits for the second quarter of 2003 decreased 60 basis points to 1.73% compared to 2.33% for the second quarter of 2002.

The following table reflects the impact of changes in volume and interest rates on interest-earning assets and interest-bearing liabilities on a tax equivalent basis for the three-month period ended June 30, 2003, as compared to the same period in 2002 (dollars in thousands):

The following table presents an analysis of the Company's quarterly average interest-earning assets, noninterest-bearing demand deposits and interest-bearing liabilities, for the dates indicated (dollars in thousands):

Provision for Loan Losses. The Company's provision for loan losses decreased 51.2% in the second quarter of 2003 compared to the second quarter of 2002. A more detailed discussion concerning the allowance for loan losses is presented in the "Allowance for Loan Losses and Asset Quality" section of this report.

Noninterest Income. Total noninterest income increased 56.0% in the second quarter of 2003 compared to the second quarter of 2002. Service fees on deposit accounts increased $.8 million, resulting from the continued growth of the new overdraft program the Company implemented in the fourth quarter of 2002. Debit card fees increased $.1 million due to increased usage. The Company also experienced an increase in net realized gains on securities transactions of $.3 million as well as an increase in net gains on sales of loans held for sale of $.2 million. The increase in net gains on sales of loans held for sale was a result of higher activity resulting from a strong mortgage refinancing market due to the continuing declining interest rate environment. Other income increased $.2 million primarily due to increased fees in connection with mortgage applications and stored value products.

Noninterest Expense. Total noninterest expense increased 2.3% in the second quarter of 2003 compared to the second quarter of 2002. Salary and employee benefits increased $.4 million primarily due to normal salary increases and increased ESOP contribution expense. Occupancy expense increased $.1 million due to increased costs for depreciation and maintenance of bank facilities. Furniture and equipment expense increased $.2 million primarily due to increased depreciation costs on data processing equipment. Advertising and promotion expense decreased $.3 million primarily due to the Company reducing the amount of advertising it outsourced to an ad agency it utilized to promote the Company's brand and image. Other noninterest expense decreased $.2 million primarily due reduced costs associated with the development and introduction of new products and services offered by the Company.

Income Taxes. Income tax expense increased 24.9% for the second quarter of 2003 compared to the second quarter of 2002 primarily due to higher pre-tax income levels without a corresponding increase in tax-exempt income. The effective tax rates for the second quarter of 2003 and 2002 were 33.8%.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company attempts to maintain a conservative posture with regard to interest rate risk by actively managing its asset/liability GAP position and monitoring the direction and magnitude of gaps and risk. The Company attempts to moderate the effects of changes in interest rates by adjusting its asset and liability mix to achieve desired relationships between rate sensitive assets and rate sensitive liabilities. Rate sensitive assets and liabilities are those instruments that reprice within a given time period. An asset or liability reprices when its interest rate is subject to change or upon maturity.

Movements in general market interest rates are a key element in changes in the net interest margin. The Company's policy is to manage its balance sheet so that fluctuations in the net interest margin are minimized regardless of the level of interest rates, although the net interest margin does vary somewhat due to management's response to increasing competition from other financial institutions.

The Company measures rate sensitivity through a net interest income analysis. The net interest income analysis measures the change in net interest income in the event of hypothetical changes in interest rates. This analysis assesses the risk of changes in net interest income in the event of a sudden and sustained 100 to 200 basis point increase or decrease in market interest rates. This analysis is subject to certain assumptions made by the Company including the following:

Listed below are the Company's projected changes in net interest income over a twelve-month horizon for the various rate shock levels as of the periods indicated (dollars in thousands):

An analysis of a projected 200 basis point drop in market rates is not relevant due to the current low interest rate environment.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company's management, including the Chairman and Chief Executive Officer and the President and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2003. Based on that evaluation, the Company's management, including the Chairman and Chief Executive Officer and the President and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls.

PART II

ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or the Bank are a party other than ordinary course, routine litigation incidental to their respective businesses.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

  1. The Annual Meeting of Shareholders was held on May 14, 2003.

  1. The following individuals were elected to serve as directors of the Company for a term of one year at the Annual Meeting. The votes for such individuals and those withholding authority are set forth below:

  1. Amendment of the Articles of Incorporation of the Company for the purpose of:

  1. allowing the Company to engage in any business permitted by Illinois law;
  2. limiting the personal liability of directors to the Company and its shareholders.

  1. Ratification of Crowe, Chizek and Company LLP as the Company's independent auditors.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  1. The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q and are listed on the "Index to Exhibits" immediately following the Signatures and Certifications.
  2. No reports on Form 8-K were filed by the Company during the three month period ended June 30, 2003.

 

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 thereunto duly authorized.

 

 

WEST SUBURBAN BANCORP, INC.

(Registrant)

 

Date: August 14, 2003

/s/ Kevin J. Acker

KEVIN J. ACKER

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

 

 

/s/ Duane G. Debs

DUANE G. DEBS

PRESIDENT AND CHIEF FINANCIAL OFFICER

 

INDEX TO EXHIBITS

Exhibit
Number Description

3.1    Articles of Incorporation of West Suburban filed March 14, 1986 - Incorporated by reference from Exhibit 3.1 of Form 10-K of West Suburban dated March 21, 2003, under Commission File No. 0-17609.

3.2    Articles of Amendment to Articles of Incorporation of West Suburban filed November 2, 1988 - Incorporated by reference from Exhibit 3.2 of Form 10-K of West Suburban dated March 21, 2003, under Commission File No. 0-17609.

3.3    Articles of Amendment to Articles of Incorporation of West Suburban filed June 20, 1990 - Incorporated by reference from Exhibit 3.3 of Form 10-K of West Suburban dated March 21, 2003, under Commission File No. 0-17609.

3.4    Articles of Amendment to Articles of Incorporation of West Suburban filed June 8, 1998 - Incorporated by reference from Exhibit 3.4 of Form 10-K of West Suburban dated March 21, 2003, under Commission File No. 0-17609.

3.5    Articles of Amendment to Articles of Incorporation of West Suburban filed May 27, 2003.

3.6    Amended and Restated By-laws of West Suburban - Incorporated by reference from Exhibit 3.3 of Form 10-K of West Suburban dated March 21, 2003, under Commission File No. 0-17609.

4.1    Specimen of Common Stock certificate - Incorporated by reference from Exhibit 4.1 of the Form 10-K of West Suburban dated March 29, 1999, Commission File No. 0-17609.

31.1  Certification of Kevin J. Acker, Chairman and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

31.2  Certification of Duane G. Debs, President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule15d-14(a)

32.1  Certification of Kevin J. Acker, Chairman and Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification of Duane G. Debs, President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.