UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 000-20867
For the fiscal year ended December 31, 2002
PARK BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State of incorporation)
36-4082530
(IRS Employer Identification No.)
5400 SOUTH PULASKI ROAD, CHICAGO, ILLINOIS
(Address of Principal Executive Offices)
60632
(ZIP Code)
(773) 582-8616
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01, PAR VALUE PER SHARE
(Title of each class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /x/
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes _X_ No ___
The aggregate market value of common stock of the Registrant held by
non-affiliates was approximately $18,019,000 as of June 30, 2002.
As of March 12, 2003, the Registrant had outstanding 1,198,095 shares of common
stock.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the definitive Proxy Statement for the Registrant's Annual
Meeting of Stockholders to be held on April 29, 2003 are incorporated into Part
III.
1.
PART I
ITEM 1. BUSINESS
GENERAL
Park Bancorp, Inc. ("the Company") is a bank holding company engaged in the
business of banking through its wholly owned subsidiary, Park Federal Savings
Bank ("the Bank"), and real estate development through its wholly owned
subsidiary, PBI Development Corporation ("PBI"). The Bank is engaged in the
business of retail banking, with operations conducted through its main office
and two branch offices located in Chicago and Westmont, Illinois. The Bank also
has two wholly owned subsidiaries, GPS Development Corp. ("GPS"), an Illinois
corporation that participates in residential real estate development projects,
and GPS Corporation, an Illinois corporation that conducts limited insurance
activities.
The Bank attracts retail deposits from the general public in the areas
surrounding its offices and invests those deposits, together with funds
generated from operations and other borrowings, primarily in fixed-rate,
one-to-four-family residential mortgage loans and securities. The Bank invests,
on a limited basis, in multi-family mortgage, commercial real estate,
construction, land, and consumer loans. The Bank's revenues are derived
principally from interest on its loans and securities. The Bank's primary
sources of funds are deposits, advances from the Federal Home Loan Bank
("FHLB"), securities sold under repurchase agreements, and principal and
interest payments on loans and securities.
MARKET AREA AND COMPETITION
The Bank is a community-oriented savings bank. The Bank's primary deposit
gathering area is concentrated in the communities surrounding its offices, while
its lending activities primarily include areas throughout Cook, DuPage, and Will
Counties.
The Bank's market area is both an urban and suburban area with the manufacturing
industry as the major industrial group, followed by the services sector, and
then the wholesale/retail sector. The Bank's Chicago offices are located in
diverse communities, which have a high percentage of customers of various ethnic
backgrounds. Management of the Bank believes that its urban communities are
stable, residential neighborhoods of predominantly one-to-four-family residences
and low to middle income families. The Bank's Westmont office is located in
DuPage County, which consists predominantly of middle to upper income families.
The Bank does not formally track real estate values or construction starts in
its primary market areas; however, the officers and directors of the Bank
maintain relationships with area contractors and real estate agents, which
enable them to continually monitor the trends in housing construction and real
estate sales in the Bank's primary market areas. In addition, the Bank obtains
information on real estate sales on a periodic basis through public records.
Management is not aware of any material adverse trends in real estate values in
its market area.
2.
The Bank's competition for loans comes principally from savings institutions,
mortgage banking companies, and commercial banks. Its most direct competition
for deposits has historically come from savings institutions, commercial banks,
and credit unions. In addition, the Bank faces increasing competition for
deposits and other financial products from nonbank institutions such as
brokerage firms and insurance companies in such areas as short-term money market
funds, mutual funds, and annuities.
LENDING ACTIVITIES
GENERAL. The Bank's loan portfolio consists primarily of conventional first
mortgage loans secured by one-to-four-family residences. At December 31, 2002,
the Bank had total gross loans outstanding of $154.3 million, of which $96.4
million were one-to-four-family residential mortgage loans, or 62.46% of the
Bank's total gross loans. The remainder of the portfolio consists of $18.0
million of multi-family mortgage loans, or 11.65% of total gross loans; $9.6
million of commercial real estate loans, or 6.23% of total gross loans; $11.2
million of construction and land loans, or 7.23% of total gross loans; and of
$19.1 million consumer and other loans, or 12.43% of total gross loans. The Bank
had no loans held for sale at December 31, 2002.
Loan Approval Procedures and Authority. The Board of Directors establishes the
lending policies of the Bank and delegates lending authority and responsibility
to the Executive Committee, a management committee of the Bank. All real estate
loans must be approved by the Executive Committee. The maximum loan amount is
$500,000 unless approved by the Board of Directors. Pursuant to Office of Thrift
Supervision ("OTS") regulations, loans to one borrower cannot exceed 15% of the
Bank's unimpaired capital and surplus without regulatory notification. The Bank
has no loans to one borrower that are in excess of regulatory limits.
All table amounts throughout the Form 10-K are in thousands except share and per
share data.
3.
The following table sets forth the composition of the Bank's loan portfolio in
dollar amounts and as a percentage of the portfolio at the dates indicated.
-------------------------------------------------------At December 31,------------------------------
--------2002-------- --------2001--------- --------2000-------- -------1999--------
----------------------------------------------------------------------------------------------------
Percent Percent Percent Percent
Amount of Total Amount of Total Amount of Total Amount of Total
------ -------- ------ -------- ------ -------- ------ --------
Real estate
Residential
One-to-four-
family $ 96,351 62.46% $ 87,620 63.00% $ 71,375 70.23% $ 66,826 75.03%
Multi-family 17,977 11.65 17,279 12.43 10,924 10.75 9,847 11.05
Commercial 9,607 6.23 8,548 6.15 5,316 5.23 3,756 4.22
Construction and
land 11,159 7.23 10,668 7.67 9,130 8.98 6,076 6.82
Consumer and other 19,166 12.43 14,947 10.75 4,882 4.81 2,561 2.88
---------- ------- ---------- -------- --------- ------- ----------- -------
Total loans, gross 154,260 100.00% 139,062 100.00% 101,627 100.00% 89,066 100.00%
======= ======== ======= =======
Undisbursed portion
of loans (5,226) (3,329) (3,763) (1,543)
Deferred loan
origination fees
and unamortized
premiums (467) (445) (347) (331)
Allowance for
loan losses (574) (500) (500) (500)
---------- ---------- --------- -----------
Total loans, net $ 147,993 $ 134,788 $ 97,017 $ 86,692
========== ========== ========= ===========
[WIDE TABLE CONTINUED FROM ABOVE]
-----At December 31,---
---------1998----------
-----------------------
Percent
Amount of Total
------ --------
Real estate
Residential
One-to-four-
family $ 60,103 77.51%
Multi-family 9,947 12.83
Commercial 3,200 4.12
Construction and
land 1,963 2.53
Consumer and other 2,333 3.01
---------- --------
Total loans, gross 77,546 100.00%
======
Undisbursed portion
of loans (910)
Deferred loan
origination fees
and unamortized
premiums (360)
Allowance for
loan losses (500)
----------
Total loans, net $ 75,776
==========
4.
LOAN MATURITY. The following table shows the contractual maturity of the Bank's
gross loans at December 31, 2002. The table does not include the effect of
possible prepayments.
-----------------Real Estate Loans----------------
One-to- Construction Consumer Total
Four- Multi- and and Loans
Family Family Commercial Land Other Receivable
-------- --------- --------- --------- ---------- ----------
Amounts due
One year or less $ 499 $ -- $ 423 $ 7,383 $ 6,224 $ 14,529
After one year
More than one year
to three years 305 996 1,149 3,746 2,311 8,507
More than three years
to five years 881 7,664 913 30 10,378 19,866
More than five years
to ten years 3,785 2,562 3,530 -- 116 9,993
More than ten years
to twenty years 30,925 6,218 3,592 -- 137 40,872
More than twenty years 59,956 537 -- -- -- 60,493
-------- --------- --------- --------- ---------- ----------
Total due after
December 31, 2003 95,852 17,977 9,184 3,776 12,942 139,731
-------- --------- --------- --------- ---------- ----------
Gross loans
receivable $ 96,351 $ 17,977 $ 9,607 $ 11,159 $ 19,166 $ 154,260
======== ========= ========= ========= ========== ==========
The following table sets forth at December 31, 2002 the dollar amount of total
gross loans receivable contractually due after December 31, 2003 and whether
such loans have fixed interest rates or adjustable interest rates.
---Due After December 31, 2003--
--------------------------------
Fixed Adjustable Total
-------- -------- --------
Real estate loans
Residential
One-to-four-family $ 90,286 $ 5,566 $ 95,852
Multi-family 17,598 379 17,977
Commercial 9,184 -- 9,184
Construction and land 3,776 -- 3,776
Consumer and other 11,438 1,504 12,942
-------- -------- --------
Total gross loans receivable $132,282 $ 7,449 $139,731
======== ======== ========
ORIGINATION AND PURCHASE OF LOANS. The Bank's mortgage lending activities are
conducted through its home office and two branch offices. Although the Bank
offers adjustable-rate mortgage loans, the substantial majority of the Bank's
loan originations are fixed-rate mortgage loans. While the Bank retains for its
portfolio all of the mortgage loans that it originates, the Bank may, in the
future, sell mortgage loans that it originates depending on market conditions
and the financial condition of the Bank. The Bank has purchased loans or
participated in loans originated by other institutions based upon the Bank's
investment needs and market opportunities.
5.
The following table sets forth the Bank's loan originations, purchases, and
principal repayments for the periods indicated:
For the Year Ended December 31,
----------------------------------
2002 2001 2000
----------------------------------
Beginning balance, net $134,788 $ 97,017 $ 86,692
Loans originated
One-to-four-family 30,553 31,585 11,039
Multi-family 4,860 8,728 2,710
Commercial 3,393 3,354 6,062
Construction and land 9,832 7,113 10,032
Consumer and other 2,570 616 1,316
-------- -------- --------
Total loans originated 51,208 51,396 31,159
Loans purchased 16,238 10,144 656
-------- -------- --------
67,446 61,540 31,815
Principal payments (52,270) (24,203) (19,270)
Change in allowance for loan losses (74) -- --
Change in undisbursed loans (1,897) 434 (2,220)
-------- -------- --------
Ending balance, net $147,993 $134,788 $ 97,017
======== ======== ========
One-to-Four-Family Mortgage Lending. The Bank offers mortgage loans secured by
one-to-four-family residences located in the Bank's primary market area. Loan
applications are obtained by the Bank's loan officers through their contacts
with the local real estate industry, customers, and members of the local
communities. The Bank's policy is to originate one-to-four-family residential
mortgage loans in amounts up to 80% of the lower of the appraised value or the
selling price of the property securing the loan and up to 95% of the appraised
value or selling price if private mortgage insurance is obtained. The
residential mortgage loans originated by the Bank are for maturity terms of up
to 30 years.
The Bank offers adjustable rate mortgage ("ARM") loans as a means of reducing
its exposure to changes in interest rates. However, the volume and types of ARM
loans originated by the Bank have been affected by such market factors as the
level of interest rates, competition, consumer preferences, and the availability
of funds. In recent years, the Bank has not originated a significant amount of
ARM loans as compared to its originations of fixed-rate loans. ARM loans pose
credit risks different from the risks inherent in fixed rate loans, primarily
because as interest rates rise, the underlying payments of the borrower rise,
thereby increasing the potential for default. The ARM loans currently offered by
the Bank do not provide for initial deep discount "teaser" interest rates.
Although the Bank will continue to offer ARM loans, there can be no assurance
that in the future the Bank will be able to originate a sufficient volume of ARM
loans to constitute a significant portion of the Bank's loan portfolio.
Multi-Family Lending. The Bank originates multi-family mortgage loans secured by
properties located in the Bank's primary market area. The amount of multi-family
loans originated by the Bank depends upon market conditions.
6.
Pursuant to the Bank's current underwriting policies, a multi-family mortgage
loan may be made in an amount up to 80% of the appraised value of the underlying
property. In addition, the Bank generally requires a debt service ratio of 120%.
Properties securing a multi-family loan are appraised by an independent
appraiser. Title and property insurance are required on all multi-family loans.
The Bank's underwriting policies require that the borrower be able to
demonstrate strong management skills and the ability to maintain the property
for current rental income. The borrower is required to present evidence of the
ability to repay the mortgage and a satisfactory credit history. In making its
assessment of the creditworthiness of the borrower, the Bank reviews the
financial statements and the employment and credit history of the borrower as
well as other related documentation. Loans secured by multi-family residential
properties generally involve a greater degree of risk than one-to-four-family
residential mortgage loans. Because payments on loans secured by multi-family
properties are often dependent on successful operation or management of the
properties, repayment of such loans may be subject to a greater extent to
adverse conditions in the real estate market or the economy. The Bank seeks to
minimize these risks through its underwriting policies, which require such loans
to be qualified at origination on the basis of the property's income and debt
coverage ratio.
Commercial Real Estate Lending. The Bank originates commercial real estate loans
that are generally secured by properties used for business purposes such as
small office buildings or retail facilities located in its primary market areas.
The Bank's underwriting procedures provide that commercial real estate loans may
be made in amounts up to the lesser of 80% of the appraised value of the
property or the sales price. The Bank has generally required that the properties
securing commercial real estate loans have debt service coverage ratios of 120%.
Loans secured by commercial real estate properties are generally larger and
involve a greater degree of risk than one-to-four-family residential mortgage
loans. Because payments on loans secured by commercial real estate properties
are often dependent on successful operation or management of the properties,
repayment of such loans is subject to adverse conditions in the real estate
market or the economy. The Bank seeks to minimize these risks through its
underwriting standards, which require such loans to be qualified on the basis of
the property's income and debt service ratio.
Construction and Land Lending. The Bank originates construction and land loans
in its primary market areas. The Bank's construction loans primarily are made to
finance development of one-to-four-family residential properties. These loans
are generally fixed-rate loans with maturities of one year or less. The Bank's
policies provide that construction loans may be made in amounts up to 80% of the
appraised value of the property for construction of one-to-four-family
residences. The Bank requires an independent appraisal of the property. Loan
proceeds are disbursed in increments as construction progresses and as regular
inspections warrant. Land loans generally do not exceed 75% of the actual cost
or current appraised value of the property, whichever is less.
7.
Construction lending may be viewed as involving a greater degree of risk than
one-to-four-family mortgage lending. The repayment of the construction loan is,
to a great degree, dependent upon the successful and timely completion of the
construction of the subject property. Construction delays or the financial
impairment of the builder may further impair the borrower's ability to repay the
loan.
Consumer and Other Lending. The Bank's consumer and other loans generally
consist of automobile loans, second mortgage loans, loans secured by deposits,
commercial lines of credit secured by real estate, and loans and participations
purchased.
The Bank purchases one-to-four-family mortgage loans and loan participations
from other financial institutions in its primary market area. At December 31,
2002, the Bank had $15.2 million in purchased mortgage loans and loan
participations serviced by others, totaling 9.9% of the total loan portfolio at
that date, primarily secured by one-to-four-family residences. The Bank may
purchase loans to supplement reduced loan demand as needed and must meet the
same underwriting criteria as loans originated by the Bank.
Delinquencies and Classified Assets. The Board of Directors and management
perform a monthly review of all loans sixty days or more past due. The
procedures taken by the Bank with respect to delinquencies vary depending on the
nature of the loan and period of delinquency. The Bank sends the borrower a
written notice of nonpayment after the loan is first past due. If the loan is
not brought current and it becomes necessary to take legal action, which occurs
after a loan is delinquent at least 60 days, the Bank may commence foreclosure
proceedings. If a foreclosure action is instituted and the loan is not brought
current, paid in full, or refinanced before the foreclosure sale, the real
property securing the loan is foreclosed upon and sold.
Federal regulations and the Bank's Classification of Assets Policy require that
the Bank utilize an internal asset classification system as a means of reporting
problem and potential problem assets. The Bank currently classifies problem and
potential problem assets as "Substandard," "Doubtful," or "Loss" assets,
depending upon the severity of the delinquency status or repayment capacity of
the borrower. The likelihood of collection on the loan declines with each
classification, and assets classified as "Loss" are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss allowance is not warranted. Assets
that do not currently expose the Bank to sufficient risk to warrant
classification in one of the aforementioned categories but possess weaknesses
are designated "Special Mention."
The Bank's Executive Committee reviews and classifies the Bank's assets monthly
and reports the results of its review to the Board of Directors. The Bank
classifies assets in accordance with the management guidelines described above.
At December 31, 2002, the Bank had $77,000 of assets classified as "Special
Mention," $158,000 of assets classified as "Substandard", and $55,000 of assets
classified as "Doubtful", no assets were classified as "Loss."
8.
NON-ACCRUAL AND PAST-DUE LOANS. The following table sets forth information
regarding nonaccrual loans, troubled-debt restructurings, and other real estate
owned ("REO"). It is the policy of the Bank to cease accruing interest on loans
90 days or more past due. For the years ended December 31 presented below, the
amount of interest income that would have been recognized on nonaccrual loans is
immaterial to the financial statements.
-------------------At December 31,----------------
2002 2001 2000 1999 1998
------- ------- ------- ------ ------
Nonaccrual loans
Residential real estate
One-to-four-family $ 235 $ 122 $ 457 $ -- $ 188
Multi-family -- -- -- -- --
Commercial -- -- -- -- --
Construction and land -- -- -- -- --
Consumer and other -- -- 1 63 --
------- ------- ------- ------ ------
Total nonaccrual loans 235 122 458 63 188
REO 55 -- -- -- --
------- ------- ------- ------ ------
Total nonperforming assets $ 290 $ 122 $ 458 $ 63 $ 188
======= ======= ======= ====== ======
At December 31, 2002, there were five loans totaling $425,000 that were 60 to 89
days delinquent.
-------------------At December 31,----------------
2002 2001 2000 1999 1998
------- ------- ------- ------ ------
Allowance for loan losses as a
percent of gross loans receivable 0.37% 0.36% 0.49% 0.56% 0.64%
Allowance for loan losses as a per-
cent of total nonperforming loans 244.26 409.84 109.17 793.65 265.96
Nonperforming loans as a percent of
gross loans receivable(1) 0.15 0.09 0.45 0.07 0.24
Nonperforming assets as a percentage
of total assets(1) 0.12 0.05 0.19 0.03 0.09
(1)Nonperforming assets consist of nonperforming loans and REO. Nonperforming
loans consist of all loans 90 days or more past due.
ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established through
a provision for loan losses based on management's evaluation of the risks
inherent in the loan portfolio, its classifications of individual loans, and the
general economy. The allowance for loan losses is maintained at an amount
management considers adequate to cover losses on loans receivable that are
deemed probable and estimable. The allowance is based upon a number of factors,
including current economic conditions, actual loss experience, and industry
trends. In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan losses.
Such agencies may require the Bank to make additional provisions for loan losses
based upon information available at the time of the review. The Bank will
continue to monitor and modify the allowance for loan losses as conditions
dictate.
9.
The following table sets forth activity in the Bank's allowance for loan losses
for the years set forth in the table.
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
Balance at beginning of year $ 500 $ 500 $ 500 $ 500 $ 500
Provision for loan losses 120 -- -- -- --
Charge-offs
One-to-four-family (19) -- -- -- --
Consumer and other (27) -- -- -- --
----------- ----------- ----------- ----------- -----------
Total 574 -- -- -- --
Recoveries - -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance at end of year $ 574 $ 500 $ 500 $ 500 $ 500
=========== =========== =========== =========== ===========
Net charge-offs to average
gross loans outstanding 0.03% --% --% --% --%
10.
The following table sets forth the amount of the Bank's allowance for loan
losses, the percent of allowance for loan losses to total allowance, and the
percent of gross loans to total gross loans in each of the categories listed at
the dates indicated.
-------------------------------At December 31,------------------------------
---------------
----------------2002----------------- ---------------2001-----------------
---- ----
Percent of Percent of
Gross Gross
Loans in Loans in
Each Each
Percent of Category Percent of Category
Allowance to Total Allowance to Total
to Total Gross to Total Gross
Amount Allowance Loans Amount Allowance Loans
---------------------------------------------------------------------------
One-to-four-family $241 41.99% 62.46% $190 38.00% 63.00%
Multi-family 90 15.68 11.65 60 12.00 12.43
Commercial 48 8.36 6.23 59 11.80 6.15
Construction and land 57 9.93 7.23 57 11.40 7.67
Consumer and other 138 24.04 12.43 69 13.80 10.75
Unallocated -- -- -- 65 13.00 --
---- ------ ------- ---- ------- -------
Total allowance for loan
losses $574 100.00% 100.00% $500 100.00% 100.00%
==== ====== ======= ==== ======= =======
[WIDE TABLE CONTINUED FROM ABOVE]
------------------------------At December 31,---------------------------
---------------
------------2000------------------ -------------1999------------------
---- ----
Percent of Percent of
Gross Gross
Loans in Loans in
Each Each
Percent of Category Percent of Category
Allowance to Total Allowance to Total
to Total Gross to Total Gross
Amount Allowance Loans Amount Allowance Loans
------------------------------------------------------------------------
One-to-four-family $177 35.40% 70.23% $267 53.40% 75.03%
Multi-family 55 11.00 10.75 98 19.60 11.05
Commercial 60 12.00 5.23 38 7.60 4.22
Construction and land 54 10.80 8.98 61 12.20 6.82
Consumer and other 49 9.80 4.81 11 2.20 2.88
Unallocated 105 21.00 -- 25 5.00 --
---- ------ ------- ---- ------- ------
Total allowance for loan
losses $500 100.00% 100.00% $500 100.00% 100.00%
==== ====== ======= ==== ======= ======
[WIDE TABLE CONTINUED FROM ABOVE]
-------At December 31,----------
---------------
------------1998----------------
----
Percent of
Gross
Loans in
Each
Percent of Category
Allowance to Total
to Total Gross
Amount Allowance Loans
--------------------------------
One-to-four-family $301 60.20% 77.51%
Multi-family 99 19.80 12.83
Commercial 32 6.40 4.12
Construction and land 20 4.00 2.53
Consumer and other 11 2.20 3.01
Unallocated 37 7.40 --
---- ------ ------
Total allowance for loan
losses $500 100.00% 100.00%
==== ====== ======
11.
INVESTMENT ACTIVITIES
The investment policies of the Company and the Bank as established by the Board
of Directors attempt to provide and maintain liquidity, generate a favorable
return on investments without incurring undue interest rate and credit risk, and
complement the Bank's lending activities. The policies provide the authority to
invest in United States Treasury and federal agency securities, mortgage-backed
securities, corporate bonds, municipal securities, and equity securities.
Investments in mortgage-backed securities involve a risk that actual prepayments
will be greater than estimated prepayments over the life of the security, which
may require adjustments to the amortization of any premium or accretion of any
discount relating to such instruments, thereby reducing or increasing,
respectively, the net yield on such securities. There is also reinvestment risk
associated with the cash flows from such securities. In addition, the market
value of debt securities may be adversely affected by changes in interest rates.
The following table sets forth information regarding the carrying amount and
fair values of the Company's securities at the dates indicated.
------------------------------At December 31,-------------------------------
---------------
-----------2002-------- ----------2001-------- ----------2000----------
---- ---- ----
Carrying Fair Carrying Fair Carrying Fair
Amount Value Amount Value Amount Value
- ---------------------------------------------------------------------------------------------------------------
Available-for-sale
U.S. government agency notes $ -- $ -- $ 29,627 $ 29,627 $ 103,691 $ 103,691
Corporate bonds 18,080 18,080 15,052 15,052 -- --
Mortgage-backed securities
FNMA (1) 16,220 16,220 5,156 5,156 7,842 7,842
FHLMC (2) 17,750 17,750 8,641 8,641 10,771 10,771
Municipal securities 1,259 1,259 1,415 1,415 1,036 1,036
Equity securities 7,804 7,804 5,813 5,813 1,880 1,880
----------- ---------- ---------- ---------- ---------- ----------
Total available-for-sale $ 61,113 $ 61,113 $ 65,704 $ 65,704 $ 125,220 $ 125,220
=========== ========== ========== ========== ========== ==========
(1) Federal National Mortgage Association.
(2) Federal Home Loan Mortgage Corporation.
12.
The table below sets forth certain information regarding the carrying amount,
weighted average yields, and contractual maturities of the Company's securities
and mortgage-backed securities as of December 31, 2002. All of the Company's
securities are classified as available-for-sale. Equity securities have no
stated maturity and are included in the total column only.
---------------------------------------------At December 31, 2002-------------------------------------------
--------------------
More than One More than Five More than
One Year or Less Year to Five Years Years to Ten Years Ten Years Total
-------------------- -------------------- -------------------- -------------------- --------------------
Weighted Weighted Weighted Weighted Weighted
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
- ------------------------------------------------------------------------------------------------------------------------------------
Securities
Corporates $ -- --% $18,080 4.83% $ -- --% $ -- --% $18,080 4.83%
Municipal securities -- -- -- -- 608 4.15 651 5.18 1,259 4.68
Equity securities -- -- -- -- -- -- -- -- 7,804 2.76
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total securities $ -- --% $18,080 4.83% $ 608 4.15% $ 651 5.18% $27,143 4.23%
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
Mortgage-backed
securities
FNMA $ 168 6.14% $ 1,221 5.82% $ 564 6.07% $14,267 4.83% $16,220 4.96%
FHLMC -- -- 5,108 5.42 1,790 5.29 10,852 4.31 17,750 4.73
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Total mortgage-
backed securities $ 168 6.14% $ 6,329 5.50% $ 2,354 5.48% $25,119 4.61% $33,970 4.84%
======= ======= ======= ======= ======= ======= ======= ======= ======= =======
13.
SOURCES OF FUNDS
GENERAL. Deposits, loan payments, cash flows generated from operations, and FHLB
advances are the primary sources of the funds used in lending, investing, and
for other general purposes.
DEPOSITS. The Bank offers a variety of deposit accounts with a range of interest
rates and terms. The Bank's deposits consist of passbook savings, NOW accounts,
money market accounts, and certificates of deposit. The flow of deposits is
influenced significantly by general economic conditions, changes in money market
rates, prevailing interest rates, and competition. At December 31, 2002, the
Bank had $81.1 million of certificate accounts maturing in a year or less. The
Bank's deposits are obtained predominantly from the areas surrounding its
banking offices. The Bank relies primarily on customer service and competitive
rates to attract and retain these deposits.
The following table presents the deposit activity of the Bank for the years
indicated:
------Years Ended December 31,------
------------------------
2002 2001 2000
---- ---- ----
Net deposits (withdrawals) $ (4,443) $ 9,145 $ (3,820)
Interest credited on deposit accounts 5,337 5,956 6,118
--------- --------- ---------
Total increase in deposit accounts $ 894 $ 15,101 $ 2,298
========= ========= =========
At December 31, 2002, the Bank had $16.0 million in certificate accounts in
amounts of $100,000 or more maturing as follows:
Weighted
Average
Maturity Period Amount Rate
--------------- ----------- --------
Three months or less $ 3,036 3.69%
Over three through six months 2,207 3.24
Over six through twelve months 7,022 3.42
Over twelve months 3,693 4.24
----------- --------
Total $ 15,958 3.64%
=========== ========
14.
The following table sets forth the distribution of the Bank's deposit accounts
for the years indicated.
---------------------------------December 31,---------------------------------
------------
---------2002--------- ---------2001--------- --------2000----------
---- ---- ----
Percent of Percent of Percent of
Amount Total Amount Total Amount Total
-------- -------- -------- -------- -------- --------
Passbook accounts $ 34,626 21.12% $ 33,543 20.57% $ 32,416 21.91%
Money market savings accounts 8,576 5.23 7,901 4.85 6,548 4.42
NOW accounts 8,804 5.37 8,316 5.10 8,167 5.52
Non-interest-bearing accounts 4,478 2.73 4,915 3.01 3,904 2.64
-------- -------- -------- -------- -------- --------
Total transaction accounts 56,484 34.45 54,675 33.53 51,035 34.49
Certificate accounts
1.00% to 1.99% 7,299 4.45 -- -- -- --
2.00% to 2.99% 32,619 19.89 8,951 5.49 -- --
3.00% to 3.99% 47,111 28.73 14,499 8.89 1,016 .69
4.00% to 4.99% 13,528 8.25 22,167 13.59 5,418 3.66
5.00% to 5.99% 3,753 2.29 33,750 20.70 34,886 23.58
6.00% to 6.99% 3,174 1.94 28,019 17.18 52,976 35.80
7.00% to 7.99% -- -- 1,013 0.62 2,642 1.78
-------- -------- -------- -------- -------- --------
Total certificate accounts 107,484 65.55 108,399 66.47 96,938 65.51
-------- -------- -------- -------- -------- --------
Total deposits $163,968 100.00% $163,074 100.00% $147,973 100.00%
======== ======== ======== ======== ======== ========
The following table presents, by various rate categories, the amount of
certificate accounts outstanding at the dates indicated and the periods to
maturity of the certificate accounts outstanding at December 31, 2002.
-------------------------Period to Maturity from December 31, 2002--------------------------
-----------------------------------------
Less than 1 to 2 to 3 to 4 to More than
1 Year 2 Years 3 Years 4 Years 5 Years 5 Years Total
-------- -------- -------- -------- -------- -------- --------
Certificate accounts
1.00% to 1.99% $ 6,037 $ 1,262 $ -- $ -- $ -- $ -- $ 7,299
2.00% to 2.99% 29,346 2,988 262 -- 23 -- 32,619
3.00% to 3.99% 37,776 3,997 4,425 43 846 24 47,111
4.00% to 4.99% 5,642 1,965 1,938 575 3,400 8 13,528
5.00% to 5.99% 1,881 1,379 296 48 149 -- 3,753
6.00% to 6.99% 425 1,292 268 12 1,177 -- 3,174
-------- -------- -------- -------- -------- -------- --------
Total $ 81,107 $ 12,883 $ 7,189 $ 678 $ 5,595 $ 32 $107,484
======== ======== ======== ======== ======== ======== ========
15.
BORROWINGS. Although deposits are the Bank's primary source of funds, the Bank's
policy has been to utilize borrowings, such as advances from the FHLB.
The Bank obtains advances from the FHLB upon the security of its capital stock
in the FHLB of Chicago and certain of its mortgage loans. Such advances are made
pursuant to several different credit programs, each of which has its own
interest rate and range of maturities. The maximum amount that the FHLB will
advance to member institutions fluctuates in accordance with the policies of the
OTS and the FHLB. There were $43.7 million of FHLB advances outstanding at
December 31, 2002, which carry interest rates ranging from 1.44% to 6.28% and
mature on various dates, with $32.0 million subject to certain call options by
the FHLB.
The Company's borrowings also include collateralized borrowings through
securities sold under repurchase agreements. The Company maintains physical
control over the securities.
Information concerning securities sold under agreements to repurchase is
summarized as follows:
2002 2001
---- ----
Balance at year end $ 10,599 $ 10,658
Maximum month-end balance during the year 10,775 18,686
Average balance during the year 10,509 13,878
Average interest rate at year end 3.24% 4.42%
Average interest rate during the year 3.81 5.59
SUBSIDIARY ACTIVITIES
The Company engages in the business of purchasing unimproved land for
development into residential subdivisions of primarily single-family lots
through their wholly owned subsidiaries, PBI and GPS. The Company has been
engaged in this activity since 1985 and, since that time, has developed and sold
over 600 units in five different subdivisions in the Chicago metropolitan area.
PBI and GPS provide all of the capital for a project in exchange for an
ownership interest that entitles them to a percentage of the profit or loss
generated by the joint venture. PBI and GPS have an interest in the net profit
of each joint venture with the percentage based upon a number of factors,
including characteristics of the venture, the perceived risks involved, and the
time to completion. The net profit distributions are defined in the joint
venture agreement as the gross profits from sales, less all expenses, loan
repayments, capital contributions, and an agreed-upon rate of return to PBI and
GPS on such capital contribution.
During 2001, GPS was involved in the Prairie Ridge development, located in
Naperville, Illinois. This project consisted of 88 single-family lots. As of
December 31, 2001, all 88 lots were sold. PBI was involved in the Prairie Trail
South development located in Batavia, Illinois. The project consisted of 96
single-family lots. As of December 31, 2001, all 96 lots were sold.
Real estate development activities involve risks that could have an adverse
effect on the profitability of the Bank. PBI and GPS incur substantial costs to
acquire, improve, and market the land prior to commencement of construction.
There are negative cash flows in the early stages of the project as development
costs are incurred. Positive cash flows do not occur until sales of the lots are
closed. During the construction phase, a number of factors could result in cost
overruns, which could decrease or possibly eliminate the potential profit from
the project. In addition, the profit potential on any given project may cease if
the project is not completed, the underlying value of the project or the general
market area declines, the project is not sold or is sold over a longer period of
time than
16.
initially contemplated, or a combination of these factors occurs. Additionally,
the ability to generate income from such projects is dependent, in part, on the
economy of the metropolitan Chicago area. Although the economy has been stable
in recent years, there can be no assurance that it will continue to be
favorable. For the years ended December 31, 2002, 2001, and 2000, gains on the
sales of real estate held for development totaled $0, $13,000, and $318,000,
respectively.
EMPLOYEES
At December 31, 2002, the Company had 52 full-time equivalent employees. None of
the Company's employees are represented by any collective bargaining group.
Management considers its relationship with employees to be excellent.
REGULATION
The Bank is subject to extensive regulation, examination, and supervision by the
OTS, as its chartering agency, and the Federal Deposit Insurance Corporation
("FDIC"), as the deposit insurer. The Bank's deposit accounts are insured up to
applicable limits by the FDIC. The Bank must file reports with the OTS and the
FDIC concerning its activities and financial condition in addition to obtaining
regulatory approvals prior to establishing branches or entering into certain
transactions such as mergers with or acquisitions of other financial
institutions. The Bank is required to provide notice to the OTS before making
certain dividend payments. Periodic examinations by the OTS and the FDIC test
the Bank's compliance with various regulatory requirements. The regulators may
require the Bank to take certain actions or refrain from engaging in certain
activities, if the Bank fails to meet certain regulatory requirements. The
Company, as a savings bank holding company, is also required to file certain
reports and otherwise comply with the rules and regulations of the OTS and the
Securities and Exchange Commission ("SEC") under the federal securities laws.
This regulation and supervision establish a comprehensive framework of
activities in which a depository institution and its holding company can engage
and are intended for the protection of the insurance fund and depositors, rather
than the stockholders of the Company. The regulatory authorities have extensive
discretion in connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the classification of
assets, the maintenance of capital levels, and the establishment of adequate
loan loss allowances for regulatory purposes. Any change in the regulatory
structure, the applicable statutes, regulations or policies, whether by the OTS,
the FDIC, the SEC, or the Congress, could have a material impact on the Company
and the Bank and their operations.
RECENT FEDERAL LEGISLATIVE INITIATIVES. PATRIOT ACT OF 2001. The Patriot Act of
2001, enacted in response to the September 11, 2001 terrorists attacks, requires
bank regulators to consider a financial institution's compliance with the Bank
Secrecy Act ("BSA") when reviewing applications from financial institutions.
Under the BSA, a financial institution is required to have systems in place to
detect certain transactions, based on the size and nature of the transaction.
Financial institutions are generally required to report cash transactions
involving more than $10,000 to the United States Treasury. In addition,
financial institutions are required to file suspicious activity reports for
transactions that involve more than $5,000 and which the financial institution
knows, suspects, or has reason to suspect involves illegal funds; is designed to
evade the requirements of the BSA; or has no lawful purpose. The Bank's
compliance with the BSA therefore will be considered by its federal regulators
when reviewing applications submitted by the Bank.
IMPACT OF SARBANES-OXLEY ACT. On July 30, 2002, President Bush signed the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). This legislation impacts
corporate governance of public companies,
17.
affecting their officers and directors, their audit committees, their
relationships with their accountants, and the audit function itself. Certain
provisions of the Sarbanes-Oxley Act became effective on July 30, 2002. Others
will become effective as the SEC adopts appropriate rules.
The Sarbanes-Oxley Act implements a broad range of corporate governance and
accounting measures for public companies designed to promote honesty and
transparency in corporate America and better protect investors from corporate
wrongdoing. The Sarbanes-Oxley Act's principal legislation includes:
o the creation of an independent accounting oversight board to oversee
the audit of public companies and auditors who perform such audits;
o auditor independence provisions which restrict non-audit services that
independent accountants may provide to their audit clients;
o additional corporate governance and responsibility measures, including
(i) requiring the chief executive officer and chief financial
officer to certify financial statements;
(ii) prohibiting trading of securities by officers and directors
during periods in which certain employee benefit plans are
prohibited from trading;
(iii) requiring a company's chief executive officer and chief
financial officer to forfeit salary and bonuses, including
profits on the sale of company securities, in certain
situations; and
(iv) protecting whistleblowers and informants;
o expansion of the power of the audit committee, including the
requirements that the audit committee
(i) have direct control of the engagement of the outside auditor,
(ii) be able to hire and fire the auditor, and
(iii) approve all non-audit services;
o expansion of disclosure requirements, including accelerated reporting
of stock transactions by insiders and the prohibition of most loans to
directors and executive officers of non-financial institutions;
o mandatory disclosure by analysts of potential conflicts of interest;
and
o a range of enhanced penalties for fraud and other violations.
Senior management, the audit committee, and the board of directors have taken
steps necessary to implement policies and procedures to comply with applicable
requirements of the Sarbanes-Oxley Act.
ITEM 2. PROPERTIES
The Company is located and conducts its business at the Bank's main office at
5400 South Pulaski Road, Chicago, Illinois 60632. In addition to the main
office, the Bank has branch locations at 2740 West 55th Street, Chicago,
Illinois 60632 and 21 East Ogden Avenue, Westmont, Illinois 60559. The Company
owns all three of its offices. The Company believes that the current facilities
are adequate
18.
to meet its present and immediately foreseeable needs. Subsequent to December
31, 2002, the Company purchased property, for a price of $130,000 near the 55th
Street location for future expansion.
ITEM 3. LEGAL PROCEEDINGS
The Company and the Bank are not involved in any pending proceedings other than
the legal proceedings occurring in the ordinary course of business. Such legal
proceedings in the aggregate are believed by management to be immaterial to the
Company's financial condition and results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of stockholders during the fourth quarter of
the year ended December 31, 2002.
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the NASDAQ National Market under the
symbol "PFED" and has 787 stockholders as of December 31, 2002. The table below
shows the reported high and low sales price of the common stock and dividends
declared during the periods indicated in 2002 and 2001.
-----------2002------------ -------------2001------------
---- ----
Dividends Dividends
High Low Declared High Low Declared
---- --- -------- ---- --- --------
First quarter $ 19.25 $ 17.71 $ 0.12 $ 15.75 $ 13.38 $ 0.12
Second quarter 23.10 18.50 0.12 19.37 15.43 0.12
Third quarter 23.00 20.86 0.15 19.90 17.06 0.12
Fourth quarter 23.76 22.00 0.15 18.12 17.20 0.12
19.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables set forth selected historical financial and other data of
the Company for the periods and at the dates indicated. The information should
be read in conjunction with the Consolidated Financial Statements and Notes
thereto of the Company contained elsewhere herein.
SELECTED FINANCIAL DATA
---------At or for the year ended December 31,-------
-------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Total assets $ 251,532 $ 243,448 $ 235,183 $ 226,027 $ 203,788
Cash and cash equivalents 23,998 27,909 4,066 4,024 10,709
Securities available-for-sale 61,113 65,704 125,220 124,359 108,506
Loans receivable, net(1) 147,993 134,788 97,017 86,692 75,776
Deposits 163,968 163,074 147,973 145,675 148,350
Securities sold under repurchase
agreements 10,599 10,658 18,686 13,185 6,418
FHLB advances 43,663 39,000 36,000 36,000 10,000
Stockholders' equity 29,894 27,278 29,279 27,358 37,023
Interest income 14,675 16,519 16,006 14,920 13,792
Interest expense 7,541 10,107 9,873 8,171 7,410
Net interest income 7,134 6,412 6,133 6,749 6,382
Provision for loan losses 120 - - - -
Noninterest income 1,154 777 723 2,045 1,151
Noninterest expense 4,967 4,754 4,497 4,702 4,252
Income tax expense 1,036 831 802 1,385 1,130
Net income 2,165 1,604 1,557 2,707 2,151
SELECTED FINANCIAL RATIOS AND OTHER DATA
---------At or for the year ended December 31,-------
-------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
PERFORMANCE RATIOS:
Return on average assets 0.88% 0.65% 0.68% 1.23% 1.09%
Return on average equity 7.64 5.58 5.86 7.87 5.59
Average equity to average assets 11.53 11.67 11.64 15.61 19.52
Dividend payout ratio 27.85 38.09 44.64 34.28 --
Net interest rate spread(2) 2.74 2.18 2.30 2.56 2.52
Net interest margin(3) 3.04 2.68 2.80 3.20 3.39
Efficiency ratio(4) 59.93 66.12 65.59 53.47 56.44
Noninterest expense to average assets 2.02 1.93 1.97 2.13 2.16
ASSET QUALITY RATIOS:
Nonperforming loans as a
percent of gross loans receivable(5) 0.15 0.09% 0.45% 0.07% 0.24%
Nonperforming assets as a
percentage of total assets(5) 0.12 0.05 0.19 0.03 0.09
Allowance for loan losses as a
percent of gross loans receivable 0.37 0.38 0.49 0.56 0.64
Allowance for loan losses as a
percent of nonperforming loans(5) 244.26 409.84 109.17 793.65 265.96
20.
---------At or for the year ended December 31,-------
-------------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
OTHER DATA:
Number of full service offices 3 3 3 3 3
(1) The allowance for loan losses was $574 for the year ended December 31, 2002
and $500 for the years ended December 31, 2001, 2000, 1999, and 1998.
(2) The net interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.
(3) The net interest margin represents net interest income as a percent of
average interest-earning assets.
(4) The efficiency ratio represents noninterest expense as a percent of net
interest income before the provision for loan losses and noninterest
income.
(5) Nonperforming assets consist of nonperforming loans and REO. Nonperforming
loans consist of all loans 90 days or more past due and all other
nonaccrual loans.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The primary business of the Company is the ownership of the Bank. The Company's
results of operations are dependent primarily on net interest income, which is
the difference between the interest income earned on interest-earning assets,
such as loans and securities, and the interest expense on interest-bearing
liabilities, such as deposits and borrowings. The Company also generates
noninterest income such as income from real estate development activities and
service fees. Noninterest expense consists of employee compensation and
benefits, occupancy and equipment expense, and other operating expenses. The
Company's results of operations are also significantly affected by general
economic and competitive conditions, particularly changes in market interest
rates, government policies, and actions of regulatory agencies.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains certain forward-looking statements within the meaning of
Section 27a of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, as amended, and is including this statement for purposes of these safe
harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project," or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors that could have a material adverse
effect on the operations and
21.
future prospects of the Company and its wholly owned subsidiaries include, but
are not limited to, changes in: interest rates; the economic health of the local
real estate market; general economic conditions; legislative/regulatory
provisions; monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board; the quality or
composition of the loan and securities portfolios; demand for loan products;
deposit flows; competition; demand for financial services in the Company's
market area; and accounting principles, policies, and guidelines. These risks
and uncertainties should be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.
22.
AVERAGE STATEMENT OF FINANCIAL CONDITION
The following table sets forth certain information relating to the Company's
Average Statement of Financial Condition and reflects the average yield on
assets and average cost of liabilities for the years ended December 31, 2002,
2001, and 2000. The yields and costs are derived by dividing interest income or
expense by the average balance of assets or liabilities, respectively, for the
years shown. Average balances are derived from average month-end balances.
Management does not believe that the use of average monthly balances instead of
average daily balances has caused any material differences in the information
presented. Average balances of loans receivable include loans on which the Bank
has discontinued accruing interest. Loan yields include fees that are considered
adjustments to yields.
----------------------------Year Ended December 31,----------------------------
-----------------------
----------------2002---------------- ---------------2001-----------------
---- ----
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
-------- -------- -------- -------- -------- --------
ASSETS
Interest-earnings assets
Securities, net(1) $ 41,513 $ 2,129 5.13% $ 88,751 $ 6,153 6.93%
Loans receivable(2) 145,447 10,742 7.39 114,218 8,868 7.76
Mortgage-backed securities, net(1) 23,034 1,235 5.36 16,660 993 5.96
Interest-earning deposits and other investments 24,547 569 2.31 19,914 505 2.54
-------- -------- -------- --------
Total interest-earning assets 234,541 14,675 6.26 239,543 16,519 6.90
Non-interest-earning assets 11,363 6,946
-------- --------
Total assets $245,904 $246,489
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities
Passbook accounts $ 34,530 506 1.47 $ 32,528 648 1.99
Money market savings accounts 8,153 153 1.88 7,425 242 3.26
NOW accounts 12,780 53 .41 12,234 85 .69
Certificate accounts 107,739 4,408 4.09 110,671 6,366 5.75
-------- -------- -------- --------
Total deposits 163,202 5,120 3.14 162,858 7,341 4.51
FHLB advances and other borrowings 50,966 2,421 4.75 51,109 2,766 5.41
-------- -------- -------- --------
Total interest-bearing liabilities 214,168 7,541 3.52 213,967 10,107 4.72
-------- --------
Non-interest-bearing liabilities 3,385 3,761
-------- --------
Total liabilities 217,553 217,728
Stockholders' equity 28,351 28,761
-------- --------
Total liabilities and stockholders' equity $245,904 $246,489
======== ========
Net interest income $ 7,134 $ 6,412
======== ========
Net interest rate spread(3) 2.74% 2.18%
Net interest margin(4) 3.04% 2.68%
Ratio of average interest-earning assets to
average interest-bearing liabilities 109.51% 111.95%
[WIDE TABLE CONTINUED FROM ABOVE]
------Year Ended December 31,------
-----------------------
---------------2000-----------------
----
Average
Average Yield/
Balance Interest Cost
-------- -------- --------
ASSETS
Interest-earnings assets
Securities, net(1) $102,271 $ 7,569 7.40%
Loans receivable(2) 90,801 6,973 7.68
Mortgage-backed securities, net(1) 20,839 1,332 6.39
Interest-earning deposits and other investments 4,936 132 2.67
-------- --------
Total interest-earning assets 218,847 16,006 7.31
Non-interest-earning assets 9,435
--------
Total assets $228,282
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities
Passbook accounts $ 32,369 752 2.32
Money market savings accounts 6,495 258 3.97
NOW accounts 10,459 104 .99
Certificate accounts 96,727 5,554 5.74
-------- --------
Total deposits 146,050 6,668 4.57
FHLB advances and other borrowings 51,055 3,205 6.28
-------- --------
Total interest-bearing liabilities 197,105 9,873 5.01
--------
Non-interest-bearing liabilities 4,613
--------
Total liabilities 201,718
Stockholders' equity 26,564
--------
Total liabilities and stockholders' equity $228,282
========
Net interest income $ 6,133
========
Net interest rate spread(3) 2.30%
Net interest margin(4) 2.80%
Ratio of average interest-earning assets to
average interest-bearing liabilities 111.03%
(1) Includes unamortized discounts and premiums.
(2) Amount is net of deferred loan origination fees, undisbursed loan funds,
unamortized discounts, and allowance for loan losses and includes
non-performing loans.
(3) Net interest rate spread represents the difference between the yield on
average interest-earning assets and the average cost of interest-bearing
liabilities.
(4) Net interest margin represents net interest income divided by average
interest-earning assets.
23.
RATE/VOLUME ANALYSIS
The following table presents the extent to which changes in interest rates and
changes in the volume of interest-earning assets and interest-bearing
liabilities have affected interest income and interest expense during the years
indicated. Information is provided in each category with respect to: (i) changes
attributable to changes in volume (changes in volume multiplied by prior rate);
(ii) changes attributable to changes in rate (changes in rate multiplied by
prior volume); and (iii) the net change. The changes attributable to the
combined impact of volume and rate have been allocated proportionately to the
changes due to volume and the changes due to rate.
------2002 Compared to 2001------ ------2001 Compared to 2000------
--------------------- ---------------------
Increase (Decrease) Due to Increase (Decrease) Due to
-------------------------- --------------------------
Volume Rate Net Volume Rate Net
-------- -------- --------- --------- -------- --------
INTEREST EARNED ON
Securities, net $ (2,423) $ (1,319) $ (3,742) $ (958) $ (458) $ (1,416)
Loans receivable, net 2,308 (434) 1,874 1,817 78 1,895
Mortgage-backed securities,
net 342 (100) 242 (254) (85) (339)
Interest-earning deposits
and other investments 107 (325) (218) 380 (7) 373
-------- -------- --------- --------- -------- --------
Total interest-earning
assets 334 (2,178) (1,844) 985 (472) 513
-------- -------- --------- --------- -------- --------
INTEREST EXPENSE ON
Passbook savings accounts 29 (171) (142) 4 (108) (104)
Money market savings accounts 14 (103) (89) 34 (50) (16)
NOW accounts 2 (34) (32) 16 (35) (19)
Certificate accounts (120) (1,839) (1,959) 802 10 812
FHLB advances and other
borrowings (7) (337) (344) 3 (442) (439)
-------- -------- --------- --------- -------- --------
Total interest-bearing
liabilities (82) (2,484) (2,566) 859 (625) 234
-------- -------- --------- --------- -------- --------
Change in net interest income $ 416 $ 306 $ 722 $ 126 $ 153 $ 279
======== ======== ========= ========= ======== ========
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2002 AND DECEMBER 31, 2001
Total assets at December 31, 2002 were $251.5 million compared to $243.4 million
at December 31, 2001, an increase of $8.1 million. Cash and cash equivalents
decreased $3.9 million to $24.0 million at December 31, 2002, primarily as a
result of loan demand during 2002. During 2002, loans increased by $13.2 million
to $148.0 million, primarily as a result of the purchase of $16.2 million of
loan participations in 2002. In addition, the continued low level of market
rates of interest resulted in high volumes of loan originations and
refinancings.
The allowance for loan losses was $574,000 and $500,000 at December 31, 2002 and
2001, respectively. There were no impaired loans at either date. Nonaccrual
loans were $235,000 at December 31, 2002 compared to $122,000 at the prior
year-end. Losses, if any, on nonaccrual loans are not expected to be
significant. During 2002, loans totaling $46,000 were charged-off, no loans were
charged-off in 2001.
24.
Total liabilities at December 31, 2002 were $221.6 million compared to $216.2
million at December 31, 2001, an increase of $5.4 million. Deposits increased
$894,000, primarily due to interest crediting. In addition, the Company
increased Federal Home Loan Bank advances by $4.7 million to fund the increased
loan demand experienced during 2002.
Stockholders' equity at December 31, 2002 was $29.9 million compared to $27.3
million at December 31, 2001, an increase of $2.6 million, primarily due to net
income of $2.2 million, the increase in fair value of securities classified as
available-for-sale of $924,000, net of deferred taxes. These increases were
offset by the purchase of 23,300 shares of treasury stock for $472,000 and cash
dividends of $603,000.
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
General
- -------
Net income increased to $2.2 million in 2002 from $1.6 million in 2001. The
increase is primarily due to increases in the Company's net interest income and
noninterest income, partially offset by increases in noninterest expense, which
is more fully discussed below.
Net Interest Income
- -------------------
Interest income in 2002 was $14.7 million compared to $16.5 million in 2001, a
decrease of 11.2%. The decrease in interest income was primarily due to a
decrease of $40.9 million in the average balance of securities and
mortgage-backed securities due to calls and maturities, offset by an increase in
the average balance of loans receivable of $31.2 million . In addition, there
was a 64 basis point decrease in the average yield on earning assets due to a
decreasing rate environment, which resulted in refinancings of mortgage loans at
lower rates and repayment of mortgage-backed securities.
Interest expense in 2002 was $7.5 million compared to $10.1 million in 2001, a
decrease of 25.4%. The decrease in interest expense is due to a decrease in the
average rate paid on deposits and borrowings of 120 basis points. At December
31, 2001, the Company had $88.4 million, or 81.5%, of certificates of deposit
scheduled to mature during 2002. The majority of these certificates of deposit
were renewed at lower rates throughout the year.
Net interest income in 2002 was $7.1 million compared to $6.4 million in 2001,
an increase of 11.3%. The increase was primarily due to an increase in the net
interest rate spread to 2.74% in 2002 from 2.18% in 2001 and an increase in the
net interest margin to 3.04% in 2002 from 2.68% in 2001.
Provision for Loan Losses
- -------------------------
Management establishes provisions for loan losses, which are charged to
operations, at a level management believes is appropriate to absorb probable
incurred credit losses in the loan portfolio. In evaluating the level of the
allowance for loan losses, management considers historical loss experience, the
types of loans and the amount of loans in the loan portfolio, adverse situations
that may affect the borrower's ability to repay, the estimated value of any
25.
underlying collateral, peer group information, and prevailing economic
conditions. This evaluation is inherently subjective, as it requires estimates
that are susceptible to significant revision as more information becomes
available or as future events change. There was a $120,000 provision for losses
on loans provided in 2002 and no provision was provided in 2001. The increased
provision for loan losses is reflective of the increase in net charge-offs to
$46,000 in 2002 compared to none in prior year. In addition, nonperforming loans
increased to $235,000 at December 31, 2002, from $122,000 at December 31, 2001.
Management believes that its assessment of the allowance for loan losses is
adequate, given the trends in loan delinquencies and historical loss experience
of the portfolio and current economic conditions.
Management assesses the allowance for loan losses on a quarterly basis and makes
provisions for loan losses as necessary in order to maintain the adequacy of the
allowance. While management uses available information to recognize losses on
loans, future loan loss provisions may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses and
may require us to recognize additional provisions based on their judgment of
information available to them at the time of their examination. The allowance
for loan losses as of December 31, 2002 is maintained at a level that represents
management's best estimate of inherent losses in the loan portfolio, and such
losses were both probable and reasonably estimable.
Noninterest Income
- ------------------
Noninterest income in 2002 was $1.2 million compared to $777,000 in 2001. The
increase was primarily attributable to $272,000 of income generated from
bank-owned life insurance. In addition, the Company realized net gains on the
sale of securities of $346,000 in 2002 compared to $325,000 in 2001. The Company
sold real estate held for expansion during 2002 with a resultant gain of
$126,000.
Noninterest Expense
- -------------------
Noninterest expense in 2002 was $5.0 million compared to $4.8 million in 2001.
The increase was primarily a result of occupancy and equipment expenses
increased due to depreciation expense associated with hardware and software
upgrades and capital expenditures.
Income Taxes
- ------------
Income tax expense was $1.0 million in 2002 compared to $831,000 in 2001. The
increase in income tax expense was primarily due to an increase in pre-tax
income in 2002. The effective tax rate was 32.4% for the year ended December 31,
2002 compared to 34.1% for the prior year. The decrease in the effective tax
rate was primarily a result of an increase in tax exempt income related to the
cash surrender value of life insurance.
26.
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
General
- -------
Net income remained at $1.6 million for both 2001 and 2000. This is primarily
due to increases in the Company's net interest income, partially offset by
increases in noninterest expense, which is more fully discussed below.
Net Interest Income
- -------------------
Interest income in 2001 was $16.5 million compared to $16.0 million in 2000. The
increase in interest income was primarily due to an increase in the average
balance of loans receivable of $23.4 million, partially offset by a $17.7
million decrease in the average balance of securities and mortgage-backed
securities due to calls and maturities. This was partially offset by a 41 basis
point decrease in the average yield on earning assets due to a decreasing rate
environment.
Interest expense in 2001 was $10.1 million compared to $9.9 million in 2000. The
increase in interest expense is due to an increase in the average balance of
deposits of $16.8 million, partially offset by a decrease in the average rate
paid on deposits and borrowings of 29 basis points.
Net interest income in 2001 was $6.4 million compared to $6.1 million in 2000.
The increase was primarily due to the increased volume of earning assets, which
was partially offset by a decrease in the net interest rate spread to 2.18% in
2001 from 2.30% in 2000 and a decrease in the net interest margin to 2.68% in
2001 from 2.80% in 2000.
Provision for Loan Losses
- -------------------------
Management establishes provisions for loan losses, which are charged to
operations, at a level management believes is appropriate to absorb probable
incurred credit losses in the loan portfolio. In evaluating the level of the
allowance for loan losses, management considers historical loss experience, the
types of loans and the amount of loans in the loan portfolio, adverse situations
that may affect the borrower's ability to repay, the estimated value of any
underlying collateral, peer group information, and prevailing economic
conditions. This evaluation is inherently subjective, as it requires estimates
that are susceptible to significant revision as more information becomes
available or as future events change. There was no provision for losses on loans
in 2001 and 2000. The lack of provision is indicative of management's assessment
that the allowance for loan losses is adequate, given the trends in loan
delinquencies and historical loss experience of the portfolio and current
economic conditions.
Management assesses the allowance for loan losses on a quarterly basis and makes
provisions for loan losses as necessary in order to maintain the adequacy of the
allowance. While management uses available information to recognize losses on
loans, future loan loss provisions may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses and
may require us to recognize additional provisions based on their judgment of
information available to them at the time of their examination. The allowance
for loan losses as
27.
of December 31, 2001 is maintained at a level that represents management's best
estimate of inherent losses in the loan portfolio, and such losses were both
probable and reasonably estimable.
Noninterest Income
- ------------------
Noninterest income in 2001 was $777,000 compared to $723,000 in 2000. The
increase was primarily attributable to an increase in service fee income as a
result of an increase in the average balance of deposits. In addition, the
Company realized net gains on the sale of securities of $325,000 in 2001
compared to $76,000 in 2000. This was partially offset by gains of $13,000 on
real estate held for development in 2001 compared to gains of $318,000 in 2000.
The Company completed the sale of lots in the two real estate development
projects during 2001. Although management continues to seek opportunities for
new real estate development projects, there can be no assurance that any new
projects will be entered into during 2002.
Noninterest Expense
- -------------------
Noninterest expense in 2001 was $4.8 million compared to $4.5 million in 2000,
an increase of 6.7%. The increase was primarily a result of increased
compensation and benefits of $157,000 due to normal cost-of-living adjustments
and increased health insurance costs. Legal fees also increased by approximately
$64,000 as a result of fees associated with the repurchase of shares of Company
stock from two large stockholders and regulatory filings. In addition, data
processing fees increased due to yearly contractual escalations. Occupancy and
equipment expenses increased due to depreciation expense associated with
hardware and software upgrades and capital expenditures throughout 2001.
Income Taxes
- ------------
Income tax expense was $831,000 in 2001 compared to $802,000 in 2000. The
increase in income tax expense was due to an increase in pre-tax income in 2001.
Federal income tax expense was approximately 34% of pre-tax income for both
years.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, principal and interest
payments on loans and securities, proceeds from maturities and calls of
securities, FHLB advances, and securities sold under repurchase agreements.
While maturities and scheduled amortization of loans and securities are
predictable sources of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions, and competition. The
Bank maintains a liquidity ratio substantially above the regulatory requirement.
This requirement, which may be varied at the direction of the OTS depending upon
economic conditions and deposit flows, is based upon a percentage of deposits
and short-term borrowings. The required ratio is currently 4.0%. The Bank's
average regulatory liquidity ratios were 27.26%, 41.36%, and 59.67% for the
years ended December 31, 2002, 2001, and 2000, respectively.
The Company's cash flows are comprised of three primary classifications: cash
flows from operating activities, investing activities, and financing activities.
Cash flows provided by operating activities were $1.6 million, $3.0 million, and
$1.0 million in 2002, 2001, and 2000,
28.
respectively. Net cash from investing activities consisted primarily of
disbursements for loan originations and the purchase of securities, offset by
principal collections on loans, proceeds from maturing securities and paydowns
on mortgage-backed securities, and the investment in and proceeds from the sale
of real estate held for development. Net cash from financing activities
consisted primarily of the activity in deposit accounts, FHLB borrowings, and
securities sold under repurchase agreements in addition to the purchase of
treasury stock. The net cash from financing activities was $4.6 million, $3.5
million, and $3.6 million in 2002, 2001, and 2000, respectively.
At December 31, 2002, the Bank exceeded all of its regulatory capital
requirements with a Tier 1 (core) capital level of $22.7 million, or 9.3% of
adjusted total assets, which is above the required level of $9.8 million, or 4%;
and total risk-based capital of $23.3 million, or 16.4% of risk-weighted assets,
which is above the required level of $11.3 million, or 8%.
The Bank's most liquid assets are cash and short-term investments. The levels of
these assets are dependent on the Bank's operating, financing, lending, and
investing activities during any given period. At December 31, 2002, cash and
short-term investments totaled $24.0 million. The Bank has other sources of
liquidity if a need for additional funds arises, including the repayment of
loans and mortgage-backed securities. The Bank may also utilize FHLB advances or
the sale of securities available-for-sale as a source of funds.
At December 31, 2002, the Bank had outstanding commitments to originate mortgage
loans of $1.7 million, as compared to $3.4 million in 2001. The Bank anticipates
that it will have sufficient funds available to meet its current loan
origination commitments. Certificate accounts that are scheduled to mature in
less than one year from December 31, 2002 totaled $81.1 million. Management
expects that a substantial portion of the maturing certificate accounts will be
renewed at the Bank. However, if these deposits are not retained, the Bank may
utilize FHLB advances or raise interest rates on deposits to attract new
accounts, which may result in higher levels of interest expense.
Subsequent to December 31, 2002, the Company entered into a $1.8 million
contract to reconstruct the 55th Street branch office.
The following tables disclose contractual obligations and commercial commitments
of the Company as of December 31, 2002:
Less Than After
Total 1 Year 1-3 Years 4-5 Years 5 Years
-------- -------- -------- -------- --------
Securities sold under
agreements to
repurchase $ 10,599 $ 7,499 $ 3,100 $ - $ -
FHLB advances 43,663 12,663 7,000 12,000 12,000
-------- -------- -------- -------- --------
Total contractual
cash obligations $ 54,262 $ 20,162 $ 10,100 $ 12,000 $ 12,000
======== ======== ======== ======== ========
29.
Total
Amounts Less Than Over
Committed 1 Year 1-3 Years 4-5 Years 5 Years
-------- -------- -------- -------- --------
Standby letters
of credit $ 1,527 $ - $ 967 $ 560 $ -
Loans in process 5,226 5,226 - - -
Loan commitments 1,683 1,683 - - -
-------- -------- -------- -------- --------
Total commitments $ 8,436 $ 6,909 $ 967 $ 560 $ -
======== ======== ======== ======== ========
IMPACT OF INFLATION AND CHANGING PRICES
The impact of inflation is reflected in the increased cost of operations. Unlike
industrial companies, nearly all of the assets and liabilities of the Company
are monetary in nature. As a result, interest rates have a greater impact on the
Company's performance than do the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or to the same
extent as the price of goods and services.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Bank's interest rate sensitivity is monitored by management through the use
of a model that estimates the change in net portfolio value ("NPV") over a range
of interest rate scenarios. NPV is the present value of expected cash flows from
assets, liabilities, and off-balance-sheet contracts. An NPV Ratio, in any
interest rate scenario, is defined as the NPV in that scenario divided by the
market value of assets in the same scenario. The Sensitivity Measure is the
decline in the NPV Ratio, in basis points, caused by a 2% increase or decrease
in rates, whichever produces a larger decline. The higher an institution's
Sensitivity Measure is, the greater its exposure to interest rate risk is
considered to be. The OTS has incorporated an interest rate risk component into
its regulatory capital rule. Under the rule, an institution whose sensitivity
measure exceeds 2% would be required to deduct an interest rate risk component
in calculating its total capital for purposes of the risk-based capital
requirement. As of December 31, 2002, the Bank's sensitivity measure, as
measured by the OTS, resulting from a 200 basis point increase in interest rates
was (22)% and would result in a $6.4 million decrease in the NPV of the Bank.
Accordingly, increases in interest rates would be expected to have a negative
impact on the Bank's operating results. The NPV Ratio sensitivity measure is
below the threshold at which the Bank could be required to hold additional
risk-based capital under OTS regulations.
Certain shortcomings are inherent in the methodology used in the above interest
rate risk measurements. Modeling changes in NPV require the making of certain
assumptions that may tend to oversimplify the manner in which actual yields and
costs respond to changes in market interest rates. First, the models assume that
the composition of the Bank's interest sensitive assets and liabilities existing
at the beginning of a period remain constant over the period being
30.
measured. Second, the models assume that a particular change in interest rates
is reflected uniformly across the yield curve regardless of the duration to
maturity or repricing of specific assets and liabilities. Third, the model does
not take into account the impact of the Bank's business or strategic plans on
the structure of interest-earning assets and interest-bearing liabilities.
Accordingly, although the NPV measurement provides an indication of the Bank's
interest rate risk exposure at a particular point in time, such measurement is
not intended to and does not provide a precise forecast of the effect of changes
in market interest rates on the Bank's net interest income and will differ from
actual results. The results of this modeling are monitored by management and
presented to the Board of Directors quarterly.
The following tables show the NPV and projected change in the NPV of the Bank at
December 31, 2002 and 2001 assuming an instantaneous and sustained change in
market interest rates of 100, 200, and 300 basis points.
INTEREST RATE SENSITIVITY OF NET PORTFOLIO VALUE (NPV)
DECEMBER 31, 2002
NPV as a % of
--------------Net Portfolio Value------------ -----------PV of Assets---------
------------------- ------------
Change in Rates $ Amount $ Change % Change NPV Ratio Change
--------------- -------- -------- -------- --------- ------
+ 300 bp $ 18,310 $ (10,895) (37)% 7.62% (374) bp
+ 200 bp 22,792 (6,413) (22) 9.25 (212) bp
+ 100 bp 26,937 (2,268) (8) 10.67 (70) bp
0 bp 29,205 - - 11.36 -
- 100 bp 29,361 158 1 11.31 (6) bp
- 200 bp N/A N/A N/A N/A N/A
- 300 bp N/A N/A N/A N/A N/A
DECEMBER 31, 2001
NPV as a % of
--------------Net Portfolio Value------------ -----------PV of Assets---------
------------------- ------------
Change in Rates $ Amount $ Change % Change NPV Ratio Change
--------------- -------- -------- -------- --------- ------
+ 300 bp $ 10,026 $ (15,867) (61)% 4.47% (614) bp
+ 200 bp 15,512 (10,381) (40) 6.71 (390) bp
+ 100 bp 20,952 (4,941) (19) 8.81 (180) bp
0 bp 25,893 - - 10.61 -
- 100 bp 28,202 2,309 9 11.37 76 bp
- 200 bp N/A N/A N/A N/A N/A
- 300 bp N/A N/A N/A N/A N/A
On December 31, 2002 and 2001, the yield on the three month Treasury bill was
below 2.00%. As a result, the net portfolio value analysis was unable to produce
results for the minus 200 and minus 300 basis point scenarios.
The Bank and the Company do not maintain any securities for trading purposes.
The Bank and the Company do not currently engage in trading activities or use
derivative instruments in a material amount to control interest rate risk. In
addition, interest rate risk is the most significant market risk affecting the
Bank and the Company. Other types of market risk, such as foreign
31.
currency exchange risk and commodity price risk, do not arise in the normal
course of the Company's business activities and operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Information on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
(a) Directors. The information required in response to this item regarding
directors of the Company will be contained in the Company's definitive
Proxy Statement ("the Proxy Statement") for its Annual Meeting of
Stockholders to be held on April 23, 2002 under the caption "Election of
Directors - Information with Respect to the Nominees, Continuing
Directors and Certain Executive Officers" and is incorporated herein by
reference.
(b) Executive Officers of the Company. The information required in response
to this item regarding executive officers of the Company will be
contained in the Proxy Statement under the caption "Election of Directors
- Information with Respect to the Nominees, Continuing Directors and
Certain Executive Officers".
ITEM 11. EXECUTIVE COMPENSATION
The information required in response to this item will be contained in the Proxy
Statement under the captions "Election of Directors - Directors' Compensation"
and "Executive Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in response to this item will be contained in the Proxy
Statement under the captions "Security Ownership of Certain Beneficial Owners",
"Election of Directors - Information with Respect to the Nominees, Continuing
Directors, and Certain Executive Officers" and "Equity Compensation Plan
Information" and is incorporated herein by reference.
32.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in response to this item will be contained in the Proxy
Statement under the caption "Election of Directors - Transactions with Certain
Related Persons" and is incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15. Based upon, and as of the date
of that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective, in all
material respects, in timely alerting them to material information relating to
our Company (and its consolidated subsidiaries) required to be included in the
periodic reports we are required to file and submit to the SEC under the
Exchange Act.
There have been no significant changes to our internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date the internal controls were not recently evaluated. There were no
significant deficiencies or material weaknesses identified in the evaluation
and, therefore, no corrective actions were taken.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Documents filed as part of this report:
1, 2 Financial Statements and Schedules
See Index to Financial Information on page F-1.
3 Exhibits
See Exhibit Index on page i.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth
quarter of 2002.
33.
EXHIBIT INDEX
Park Bancorp, Inc.
Form 10-K for Fiscal Year Ended
December 31, 2002
3.1 Certificate of Incorporation of Park Bancorp, Inc. ("Park Bancorp")
(incorporated by reference to Exhibit 3.1 to Park Bancorp's
Registration Statement No. 333-4380)
3.2 Bylaws of Park Bancorp, Inc. (incorporated by reference to Exhibit 3.2
to Park Bancorp's Registration Statement No. 333-4380)
3.3 Federal Stock Charter and Bylaws of Park Federal Savings Bank
(incorporated by reference to Exhibit 2.1 to Park Bancorp's
Registration Statement No. 333-4380)
4.0 Stock Certificate of Park Bancorp, Inc. (incorporated by reference to
Exhibit 4.0 to Park Bancorp's Registration Statement No. 333-4380)
10.1* Form of Park Federal Savings Bank Employee Stock Ownership Plan
(incorporated by reference to Exhibit 10.1 to Park Bancorp's
Registration Statement No. 333-4380)
10.2* ESOP Loan Commitment Letter and ESOP Loan Documents (incorporated by
reference to Exhibit 10.2 to Park Bancorp's Registration Statement No.
333-4380)
10.3* Form of Employment Agreements between Park Federal Savings Bank and
Park Bancorp, Inc. and certain executive officers (incorporated by
reference to Exhibit 10.3 to Park Bancorp's Registration Statement No.
333-4380)
10.4* Form of Proposed Park Federal Savings Bank Employee Severance
Compensation Plan (incorporated by reference to Exhibit 10.4 to Park
Bancorp's Registration Statement No. 333-4380)
10.5* Park Federal Savings Bank Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.5 to Park Bancorp's
Registration Statement No. 333-4380)
10.6* Park Bancorp, Inc. 1997 Stock-Based Incentive Plan (incorporated by
reference to Exhibit 99.1 to Park Bancorp's Registration Statement No.
333-33103)
21.0 Subsidiaries of Registrant (incorporated by reference to Exhibit 21.0
to the Park Bancorp, Inc. Annual Report on Form 10-K for the year ended
December 31, 1997)
23.0 Consent of Independent Auditors
99.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
- -----------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Form 10-K pursuant to Item 14(c) of Form 10-K.
34.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 21st day of March
2003.
PARK BANCORP, INC.
By: /s/ David A. Remijas
-----------------------
David A. Remijas
Chairman of the Board,
President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ David A. Remijas Chairman of the Board, March 21, 2003
- --------------------------- President, and Chief Executive
David A. Remijas Officer (principal executive officer)
/s/ Steven J. Pokrak Treasurer, Chief Financial March 21, 2003
- --------------------------- Officer (principal financial
Steven J. Pokrak and accounting officer), and
Corporate Secretary
/s/ Richard J. Remijas, Jr. Executive Vice President, Chief March 21, 2003
- --------------------------- Operating Officer, and Director
Richard J. Remijas, Jr.
/s/ Robert W. Krug Director March 21, 2003
- ---------------------------
Robert W. Krug
/s/ John J. Murphy Director March 21, 2003
- ---------------------------
John J. Murphy
/s/Victor H. Reyes Director March 21, 2003
- ---------------------------
Victor H. Reyes
/s/ Paul Shukis Director March 21, 2003
- ---------------------------
Paul Shukis
35.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated January 24,
2003 with respect to the 2002 consolidated financial statements of Park Bancorp,
Inc., included in this annual report on Form 10-K, in the Registration Statement
on Form S-8 (File No. 333-33103) pertaining to the Park Bancorp, Inc. 1997
Stock-Based Incentive Plan.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
March 21, 2003
36.
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David A. Remijas, certify that:
1. I have reviewed this Annual Report on Form 10-K of Park Bancorp, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
37.
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: March 21, 2003 /S/ David A. Remijas
-----------------------
David A. Remijas
Chief Executive Officer
38.
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven J. Pokrak, certify that:
1. I have reviewed this Annual Report on Form 10-K of Park Bancorp, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
39.
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: March 21, 2003 /S/ Steven J. Pokrak
-----------------------
Steven J. Pokrak
Chief Financial Officer
40.
PARK BANCORP, INC. AND SUBSIDIARIES
Chicago, Illinois
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
INDEX TO FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS.............................................. F-2
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION......................... F-3
CONSOLIDATED STATEMENTS OF INCOME...................................... F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY........................ F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS.................................. F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................. F-9
F-1
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Park Bancorp, Inc.
Chicago, Illinois
We have audited the accompanying consolidated statements of financial condition
of Park Bancorp, Inc. and Subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Park Bancorp, Inc.
and Subsidiaries as of December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
January 24, 2003
F-2
PARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, 2002 and 2001
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
2002 2001
--------- ---------
ASSETS
Cash and due from banks $ 3,226 $ 905
Federal funds sold 16,310 22,777
Interest-bearing deposits with other financial institutions 4,462 4,227
--------- ---------
Total cash and cash equivalents 23,998 27,909
Time deposits with other financial institutions 1,117 --
Securities available-for-sale 61,113 65,704
Loans receivable, net 147,993 134,788
Federal Home Loan Bank stock 7,327 5,133
Premises and equipment, net 2,703 2,712
Accrued interest receivable 1,195 1,659
Bank-owned life insurance 5,381 5,109
Other assets 705 434
--------- ---------
Total assets $ 251,532 $ 243,448
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Non-interest-bearing $ 4,478 $ 4,915
Interest-bearing 159,490 158,159
--------- ---------
Total deposits 163,968 163,074
Securities sold under repurchase agreements 10,599 10,658
Advances from borrowers for taxes and insurance 1,969 2,027
Federal Home Loan Bank advances 43,663 39,000
Accrued interest payable 396 830
Other liabilities 1,043 581
--------- ---------
Total liabilities 221,638 216,170
Stockholders' equity
Preferred stock, $.01 par value per share, authorized
1,000,000 shares; none issued and outstanding -- --
Common stock, $.01 par value per share;
authorized, 9,000,000 shares; issued, 2,719,131 and 2,701,441 shares 27 27
Additional paid-in capital 27,050 26,600
Retained earnings 27,407 25,845
Treasury stock, 1,493,836 and 1,470,536 shares, at cost (24,491) (24,019)
Unearned ESOP shares (979) (1,131)
Accumulated other comprehensive income (loss) 880 (44)
--------- ---------
Total stockholders' equity 29,894 27,278
--------- ---------
Total liabilities and stockholders' equity $ 251,532 $ 243,448
========= =========
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-3
PARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 2002, 2001, and 2000
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
2002 2001 2000
------- ------- -------
Interest income
Loans receivable $10,742 $ 8,868 $ 6,973
Securities 3,646 7,146 8,901
Interest-bearing deposits with other financial institutions 287 505 132
------- ------- -------
14,675 16,519 16,006
Interest expense
Deposits 5,120 7,341 6,668
Federal Home Loan Bank advances and other borrowings 2,421 2,766 3,205
------- ------- -------
7,541 10,107 9,873
------- ------- -------
NET INTEREST INCOME 7,134 6,412 6,133
Provision for loan losses 120 -- --
------- ------- -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 7,014 6,412 6,133
Noninterest income
Gains on sales of securities 346 325 76
Gains on sales of real estate held for development -- 13 318
Service fee income 276 308 227
Gain on sale of real estate held for expansion 126 -- --
Earnings on bank-owned life insurance 303 9 --
Other operating income 103 122 102
------- ------- -------
1,154 777 723
Noninterest expense
Compensation and benefits 3,086 3,091 2,934
Occupancy and equipment 682 556 492
Federal deposit insurance premiums 93 88 85
Data processing services 212 174 143
Advertising 126 94 175
Other operating expenses 768 751 668
------- ------- -------
4,967 4,754 4,497
------- ------- -------
INCOME BEFORE INCOME TAXES 3,201 2,435 2,359
Income tax expense 1,036 831 802
------- ------- -------
NET INCOME $ 2,165 $ 1,604 $ 1,557
======= ======= =======
Basic earnings per share $ 1.92 $ 1.26 $ 1.04
======= ======= =======
Diluted earnings per share $ 1.84 $ 1.25 $ 1.04
======= ======= =======
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-4
PARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 2002, 2001, and 2000
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
Additional Unearned Unearned
Common Paid-in Retained Treasury ESOP MRP
Stock Capital Earnings Stock Shares Shares
-------- -------- -------- -------- -------- --------
Balance at January 1, 2000 $ 27 $ 26,436 $ 23,990 $(14,294) $ (1,456) $ (550)
Comprehensive income
Net income -- -- 1,557 -- -- --
Change in fair value of
securities available-for-sale,
net -- -- -- -- -- --
Total comprehensive
income
Cash dividends declared
($.48 per share) -- -- (695) -- -- --
Purchase of 266,500 shares of
treasury stock at cost -- -- -- (3,662) -- --
ESOP shares released -- 50 -- -- 166 --
MRP shares earned -- -- -- -- -- 327
-------- -------- -------- -------- -------- --------
Balance at December 31, 2000 27 26,486 24,852 (17,956) (1,290) (223)
Comprehensive income
Net income -- -- 1,604 -- -- --
Change in fair value of
securities available-for-sale,
net -- -- -- -- -- --
Total comprehensive
income
[WIDE TABLE CONTINUED FROM ABOVE
Accumulated
Other Total
Comprehensive Stockholders' Comprehensive
Income (Loss) Equity Income
-------- -------- --------
Balance at January 1, 2000 $ (6,795) $ 27,358
Comprehensive income
Net income -- 1,557 $ 1,557
Change in fair value of
securities available-for-sale,
net 4,178 4,178 4,178
--------
Total comprehensive
income $ 5,735
========
Cash dividends declared
($.48 per share) -- (695)
Purchase of 266,500 shares of
treasury stock at cost -- (3,662)
ESOP shares released -- 216
MRP shares earned -- 327
-------- --------
Balance at December 31, 2000 (2,617) 29,279
Comprehensive income
Net income -- 1,604 $ 1,604
Change in fair value of
securities available-for-sale,
net 2,573 2,573 2,573
--------
Total comprehensive
income $ 4,177
========
- --------------------------------------------------------------------------------
(Continued)
F-5
PARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 2002, 2001, and 2000
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
Additional Unearned Unearned
Common Paid-in Retained Treasury ESOP MRP
Stock Capital Earnings Stock Shares Shares
-------- -------- -------- -------- -------- --------
Cash dividends declared
($.48 per share) $ -- $ -- $ (611) $ -- $ -- $ --
Purchase of 343,600 shares of
treasury stock at cost -- -- -- (6,063) -- --
ESOP shares released -- 114 -- -- 159 --
MRP shares earned -- -- -- -- -- 223
-------- -------- -------- -------- -------- --------
Balance at December 31, 2001 27 26,600 25,845 (24,019) (1,131) --
Comprehensive income
Net income 2,165
Change in fair value of
securities available-for-sale,
net -- -- -- -- -- --
Total comprehensive
income
Cash dividends declared
($.54 per share) -- -- (603) -- -- --
Purchase of 23,300 shares of
treasury stock at cost -- -- -- (472) -- --
Exercise of 17,690 stock options -- 278 -- -- -- --
ESOP shares released -- 172 -- -- 152 --
-------- -------- -------- -------- --------
Balance at December 31, 2002 $ 27 $ 27,050 $ 27,407 $(24,491) $ (979) $ --
======== ======== ======== ======== ======== ========
[WIDE TABLE CONTINUED FROM ABOVE
Accumulated
Other Total
Comprehensive Stockholders' Comprehensive
Income (Loss) Equity Income
-------- -------- --------
Cash dividends declared
($.48 per share) $ -- $ (611)
Purchase of 343,600 shares of
treasury stock at cost -- (6,063)
ESOP shares released -- 273
MRP shares earned -- 223
-------- --------
Balance at December 31, 2001 (44) 27,278
Comprehensive income
Net income 2,165 $ 2,165
Change in fair value of
securities available-for-sale,
net 924 924 924
--------
Total comprehensive
income $ 3,089
========
Cash dividends declared
($.54 per share) -- (603)
Purchase of 23,300 shares of
treasury stock at cost -- (472)
Exercise of 17,690 stock options -- 278
ESOP shares released -- 324
-------- --------
Balance at December 31, 2002 $ 880 $ 29,894
======== ========
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-6
PARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2002, 2001, and 2000
(In thousands)
- --------------------------------------------------------------------------------
2002 2001 2000
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,165 $ 1,604 $ 1,557
Adjustments to reconcile net income to net cash from
operating activities
Net premium amortization (discount accretion) 22 6 (35)
Dividend reinvestments (161) (82) --
Gains on sales of securities available-for-sale (346) (325) (76)
Gain on sale of real estate held for expansion (126) -- --
Earnings on bank-owned life insurance, net (272) (9) --
Provision for loan losses 120 -- --
Depreciation 296 247 209
Deferred income tax benefit (37) (15) (49)
Deferred loan fees 22 98 17
Net change in accrued interest receivable 464 1,065 (38)
Net change in other assets (271) (40) (14)
Net change in accrued interest payable (434) 334 200
Net change in other liabilities 34 (207) (825)
ESOP expense 324 273 216
Stock awards earned -- 223 327
FHLB stock dividends (194) (195) (138)
Gains on sales of real estate held for development -- (13) (318)
-------- -------- --------
Net cash from operating activities 1,606 2,964 1,033
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans (13,347) (37,869) (10,342)
Maturities and calls of securities available-for-sale 30,610 79,900 --
Purchases of securities available-for-sale (39,000) (24,643) --
Sales of securities available-for-sale 6,654 1,458 549
Principal repayments on mortgage-backed securities 8,201 7,100 5,031
Purchases of Federal Home Loan Bank stock (2,000) (3,000) --
Purchase of bank-owned life insurance -- (5,100) --
Purchase of certificates of deposit (1,117) -- --
Proceeds from sales of real estate held for development -- 289 1,479
Proceeds from sales of real estate held for expansion 154 -- --
Investment in real estate held for development -- -- (1,203)
Expenditures for premises and equipment (315) (734) (57)
-------- -------- --------
Net cash from investing activities (10,160) 17,401 (4,543)
- --------------------------------------------------------------------------------
(Continued)
F-7
PARK BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2002, 2001, and 2000
(In thousands)
- --------------------------------------------------------------------------------
2002 2001 2000
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits $ 894 $ 15,101 $ 2,298
Net change in securities sold under repurchase agreements (59) (8,028) 5,501
Net change in advances from borrowers for taxes and
insurance (58) 287 147
Stock options exercised 278 -- --
Dividends paid to stockholders (603) (819) (732)
Purchases of treasury stock (472) (6,063) (3,662)
Federal Home Loan Bank advances 11,663 27,000 --
Repayment of Federal Home Loan Bank advances (7,000) (24,000) --
-------- -------- --------
Net cash from financing activities 4,643 3,478 3,552
-------- -------- --------
Net change in cash and cash equivalents (3,911) 23,843 42
Cash and cash equivalents at beginning of year 27,909 4,066 4,024
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 23,998 $ 27,909 $ 4,066
======== ======== ========
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest $ 7,975 $ 9,773 $ 9,673
Income taxes 999 916 850
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-8
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The accompanying consolidated financial statements
include the accounts of Park Bancorp, Inc. ("the Company") and its wholly owned
subsidiaries Park Federal Savings Bank ("the Bank") and PBI Development
Corporation ("PBI"), which conducts real estate development activities. The Bank
has two wholly owned subsidiaries: GPS Corporation, which conducts limited
insurance activities, and GPS Development Corp. ("GPS"), which conducts real
estate development activities. All significant intercompany transactions and
balances are eliminated in consolidation.
Business: The primary business of the Company is the ownership of the Bank.
Through the Bank, the Company is engaged in the business of retail banking, with
operations conducted through its main office and two branches, located in
Chicago and Westmont, Illinois. The Company's revenues primarily arise from
interest income from retail lending activities and investments and revenue
derived from real estate through the development and sales of residential lots
to home builders through PBI and GPS.
Use of Estimates: 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
income and expenses during the reporting period. Actual results could differ
from those estimates. The collectibility of loans, fair value of financial
instruments, and status of contingencies are particularly subject to change.
Securities: Securities are classified as available-for-sale when management may
decide to sell those securities in response to changes in market interest rates,
liquidity needs, changes in yields on alternative investments, and for other
reasons. Securities available-for-sale are carried at fair value. Unrealized
gains and losses on securities available-for-sale are included as a separate
component of stockholders' equity, net of deferred income taxes. Realized gains
and losses on disposition are based on the net proceeds and the adjusted
amortized cost of the securities sold, using the specific identification method.
Interest income includes amortization of purchase premium or discount.
Securities are written down to fair value when a decline in fair value is not
temporary.
Federal Home Loan Bank ("FHLB") stock is carried at cost.
Loans Receivable: Loans receivable are stated at unpaid principal balances, less
the allowance for loan losses, deferred loan origination fees, and discounts.
- --------------------------------------------------------------------------------
(Continued)
F-9
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance for probable incurred credit losses, increased by the provision for
loan losses and decreased by charge-offs, net of recoveries. Management
estimates the allowance balance required using past loss experience, economic
conditions, information about specific borrower situations including their
financial position and collateral values, and other factors. Allocations of the
allowance may be made for specific loans, but the entire allowance is available
for any loan that, in management's judgment, should be charged off. Loan losses
are charged off against the allowance when management believes that the
uncollectibility of a loan balance is confirmed.
A loan is impaired when full payment under the loan term is not expected.
Impairment is evaluated in total for smaller-balance loans of similar nature
such as residential mortgage, residential construction, and consumer loans and
on an individual basis for other loans. If a loan is impaired, a portion of the
allowance is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing rate or at the fair
value of collateral if repayment is expected solely from the collateral.
Loan Interest Income: Interest on loans is accrued over the term of the loans
based upon the principal outstanding. Management reviews loans delinquent 90
days or more to determine whether the interest accrual should be discontinued.
The carrying values of impaired loans are periodically adjusted to reflect cash
payments, revised estimates of future cash flows, and increases in the present
value of expected cash flows due to the passage of time. Cash payments
representing interest income are reported as such. Other cash payments are
reported as reductions in carrying value, while increases or decreases due to
changes in estimates of future payments and due to the passage of time are
reported as adjustments to the provision for loan losses.
Loan Origination Fees: Loan origination fees, net of certain direct loan
origination costs, are deferred and recognized over the contractual life of the
loan as a yield adjustment.
Real Estate Held for Development: The Company, through PBI and GPS, engages in
the development of residential real estate lots in partnership with local
developers. Since the Company and the Bank provide all of the financing for
these projects, they have been reflected as wholly owned investments in real
estate held for development. Land inventories and real estate projects under
development are valued at the lower of acquisition cost plus development costs
or net realizable value. The cost of each unit sold includes a proportionate
share of the total projected development expense. Holding costs associated with
undeveloped land, completed units, and suspended construction activities are
expensed. General and administrative costs related to the real estate
development projects are expensed when incurred.
- --------------------------------------------------------------------------------
(Continued)
F-10
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Recognition on Real Estate: Gains on real estate sales, including those
financed by the Company, are recorded in the period that sales contracts are
closed. Gains on sales are reported net of all related costs.
Premises and Equipment: Premises and equipment are stated at cost less
accumulated depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets, which range from 3 to 40
years.
Foreclosed Real Estate: Real estate acquired through foreclosure and similar
proceedings is carried at cost (fair value at the date of foreclosure) or at
fair value less estimated costs to sell. Losses on disposition, including
expenses incurred in connection with the disposition, are charged to operations.
Bank-Owned Life Insurance: The Bank has purchased life insurance policies on
certain key executives. Bank-owned life insurance is recorded at its cash
surrender value, or the amount that can be realized.
Repurchase Agreements: Substantially all repurchase agreement liabilities
represent amounts advanced by various customers. Securities are pledged to cover
those liabilities, which are not covered by federal deposit insurance.
Income Taxes: Income tax expense is the total of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary
differences between carrying amounts and tax bases of assets and liabilities,
computed using enacted tax rates. A valuation allowance, if needed, reduces
deferred tax assets to the amount expected to be realized.
Employee Stock Ownership Plan: The cost of shares issued to the employee stock
ownership plan ("ESOP") but not yet allocated to participants is presented in
the consolidated balance sheet as a reduction of stockholders' equity.
Compensation expense is recorded based on the market price of the shares as they
are committed to be released for allocation to participant accounts. The
difference between the market price and the cost of shares committed to be
released is recorded as an adjustment to additional paid-in capital. Dividends
on allocated ESOP shares are recorded as a reduction of retained earnings;
dividends on unallocated ESOP shares are reflected as a reduction of debt.
Shares are considered outstanding for earnings per share calculations as they
are committed to be released; unallocated shares are not considered outstanding.
- --------------------------------------------------------------------------------
(Continued)
F-11
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Compensation: Employee compensation expense under stock options is
reported using the intrinsic value method. No stock-based compensation cost is
reflected in net income, as all options granted had an exercise plan equal to or
greater than the market price of the underlying common stock at date of grant.
The following table illustrates the effect on net income and earnings per share
if expense was measured using the fair value recognition provisions of FASB
Statement No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION.
2002 2001 2000
-------- -------- --------
Net income as reported $ 2,165 $ 1,604 $ 1,557
Deduct: Stock-based compensation expense
determined under fair value based method (36) (136) (136)
-------- -------- --------
Pro forma net income 2,129 1,468 1,421
Basic earnings per share as reported 1.92 1.26 1.04
Pro forma basic earnings per share 1.89 1.15 .96
Diluted earnings per share as reported 1.84 1.25 1.04
Pro forma diluted earnings per share 1.81 1.14 .96
Cash Flows: For the purpose of this statement, cash and cash equivalents are
defined to include the Company's cash on hand, demand balances, interest-bearing
deposits with other financial institutions, and investments in certificates of
deposit with maturities of less than three months.
Comprehensive Income (Loss): Comprehensive income (loss) consists of net income
and the unrealized gains and losses on securities available-for-sale, net of
taxes, which is also recognized as a separate component of stockholders' equity.
Earnings Per Share: Basic earnings per share is based on net income divided by
the weighted average number of shares outstanding during the period, including
allocated and committed-to-be-released ESOP shares. Diluted earnings per share
shows the dilutive effect, if any, of additional common shares issuable under
stock options and unearned management recognition plan ("MRP") shares.
Newly Issued But Not Yet Effective Accounting Standards: New accounting
standards on asset retirement obligations, restructuring activities and exit
costs, operating leases, and early extinguishment of debt were issued in 2002.
Management determined that when the new accounting standards are adopted in
2003, they will not have a material impact on the Company's financial condition
or results of operations.
- --------------------------------------------------------------------------------
(Continued)
F-12
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies: Loss contingencies, including claims and legal actions
arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such matters that will have
a material effect on the financial statements.
Fair Values of Financial Instruments: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed in a separate footnote. Fair value estimates involve uncertainties and
matters of significant judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could
significantly affect the estimates.
Operating Segments: While the chief decision-makers monitor the revenue streams
of the various products and services, the identifiable segments are not material
and operations are managed and financial performance is evaluated on a
company-wide basis. Accordingly, all of the financial service operations are
considered by management to be aggregated in one reportable operating segment.
Reclassifications: Some items in the prior year financial statements were
reclassified to conform to the current year presentation.
NOTE 2 - SECURITIES
Securities available-for-sale are summarized as follows:
--------December 31, 2002----------
-----------------
Gross Gross
Fair Unrealized Unrealized
Value Gains Losses
-------- -------- -----------
Corporate notes $ 18,080 $ 950 $ -
Municipal securities 1,259 43 -
Equity securities 7,804 6 (86)
Mortgage-backed securities
FNMA 16,220 187 -
FHLMC 17,750 228 (6)
-------- -------- -----------
$ 61,113 $ 1,414 $ (92)
======== ======== ===========
- --------------------------------------------------------------------------------
(Continued)
F-13
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 2 - SECURITIES (Continued)
---------December 31, 2001---------
-----------------
Gross Gross
Fair Unrealized Unrealized
Value Gains Losses
-------- -------- --------
U.S. government agency notes $ 29,627 $ 75 $ (58)
Corporate notes 15,052 9 (204)
Municipal securities 1,415 - (62)
Equity securities 5,813 131 (158)
Mortgage-backed securities
FNMA 5,156 50 -
FHLMC 8,641 150 -
-------- -------- --------
$ 65,704 $ 415 $ (482)
======== ======== ========
Contractual maturities of debt securities available-for-sale at December 31,
2002 were as follows. Securities not due at a single maturity date, primarily
mortgage-backed and equity securities, are shown separately.
Fair Value
--------
Due within one year $ -
Due one to five years 18,080
Due five years to ten years 608
Due after ten years 651
--------
19,339
Equity securities 7,804
Mortgage-backed securities 33,970
--------
$ 61,113
========
Securities with a carrying value of $11,707,000 and $18,940,000 at December 31,
2002 and 2001 were pledged to secure securities sold under repurchase agreements
and public deposits as required or permitted by law.
- --------------------------------------------------------------------------------
(Continued)
F-14
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 2 - SECURITIES (Continued)
Sales of securities are summarized as follows:
For the Year Ended
----------December 31,----------
------------
2002 2001 2000
---- ---- ----
Proceeds from sales $ 6,654 $ 1,458 $ 549
Gross realized gains 346 325 76
NOTE 3 - LOANS RECEIVABLE
The Company grants mortgages and installment loans to and obtains deposits from
customers located primarily in Cook, DuPage, and Will Counties, Illinois.
Substantially all loans are secured by specific items of collateral, primarily
residential real estate and consumer assets. The Company also develops
residential housing lots in the western suburbs of Chicago for sale to local
home builders.
Loans receivable are summarized as follows at:
-----December 31,-----
------------
2002 2001
---- ----
Mortgage loans
Principal balances
One-to-four-family residential $ 96,351 $ 87,620
Multi-family residential 17,977 17,279
Commercial, construction, and land 20,766 19,216
--------- ---------
135,094 124,115
Undisbursed portion of construction loans (5,226) (3,329)
Net deferred loan origination fees (467) (445)
--------- ---------
Total mortgage loans 129,401 120,341
Consumer loans 3,990 4,238
Participations and loans purchased 15,176 10,709
Allowance for loan losses (574) (500)
--------- ---------
$ 147,993 $ 134,788
========= =========
The Company had no impaired loans in 2002, 2001, or 2000.
- --------------------------------------------------------------------------------
(Continued)
F-15
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 3 - LOANS RECEIVABLE (Continued)
Nonperforming loans were as follows:
-------December 31,-----
------------
2002 2001
---- ----
Loans past due over 90 days still on accrual $ - $ -
Nonaccrual loans 235 122
Nonperforming loans and impaired loans are defined differently. Some loans may
be included in both categories, whereas other loans may only be included in one
category.
The Company has granted loans to certain officers, directors, and their related
interests. Related party loans are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated persons and do not involve more than
normal risk of collectibility. All such loans are current in their contractual
payments for both principal and interest.
Activity in the loan accounts of officers, directors, and their related
interests follows for the year ended December 31, 2002:
Balance at beginning of year $ 235
Loans originated -
Principal repayments (32)
--------
Balance at end of year $ 203
========
A summary of activity in the allowance for loan losses follows:
2002 2001 2000
---- ---- ----
Beginning balance $ 500 $ 500 $ 500
Provision for loan losses 120 - -
Loans charged off (46) - -
-------- -------- --------
Ending balance $ 574 $ 500 $ 500
======== ======== ========
F-16
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 4 - PREMISES AND EQUIPMENT
Premises and equipment consist of the following at:
----December 31,----
------------
2002 2001
---- ----
Cost
Land $ 1,007 $ 850
Buildings and improvements 1,943 2,046
Real estate held for future expansion 212 123
Furniture and fixtures 1,520 1,549
-------- --------
Total cost 4,682 4,568
Less accumulated depreciation (1,979) (1,856)
-------- --------
$ 2,703 $ 2,712
======== ========
NOTE 5 - DEPOSITS
Certificate of deposit accounts with balances of $100,000 or more totaled
$15,958,000 at December 31, 2002 and $16,870,000 at December 31, 2001.
At December 31, 2002, scheduled maturities of certificates of deposit are as
follows:
2003 $ 81,107
2004 12,883
2005 7,189
2006 678
2007 and thereafter 5,627
---------
$ 107,484
=========
- --------------------------------------------------------------------------------
(Continued)
F-17
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 6 - FHLB ADVANCES
FHLB advances consisted of the following:
Fixed or
Interest Variable
Maturity Date Call Date Rate Rate 2002 2001
------------- --------- -------- -------- ---- ----
August 28, 2002 5.02 Fixed $ - $ 5,000
November 22, 2002 5.75 Variable - 2,000
August 28, 2003 February 28, 2003 6.28 Fixed 10,000 10,000
October 30, 2003 1.76 Fixed 1,000 -
October 31, 2003 1.44 Fixed 1,000 -
December 11, 2003 1.47 Fixed 663 -
November 15, 2004 2.14 Fixed 1,000 -
November 01, 2004 1.86 Fixed 1,000 -
November 01, 2004 2.24 Fixed 1,000 -
July 05, 2005 3.09 Fixed 2,000 -
October 31, 2005 2.75 Fixed 1,000 -
October 31, 2005 2.36 Fixed 1,000 -
May 22, 2006 May 22, 2003 4.20 Fixed 5,000 5,000
July 02, 2007 3.38 Variable 2,000 -
January 15, 2008 January 15, 2003 4.95 Fixed 5,000 5,000
January 16, 2011 January 16, 2003 4.55 Fixed 8,000 8,000
July 24, 2011 July 24, 2003 4.25 Fixed 2,000 2,000
July 24, 2011 July 24, 2004 4.60 Fixed 2,000 2,000
-------- --------
$ 43,663 $ 39,000
======== =======
The Company will incur a penalty if the advances are repaid prior to their
maturity dates. Advances totaling $32.0 million are callable in whole or in part
by the FHLB at the call dates indicated and quarterly thereafter.
The Company maintains a collateral pledge agreement covering advances whereby
the Company has agreed to at all times keep on hand, free of all other pledges,
liens, and encumbrances, fully disbursed, whole first mortgages on improved
residential property not more than 90 days delinquent, aggregating no less than
167% of the outstanding advances from the FHLB.
- --------------------------------------------------------------------------------
(Continued)
F-18
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 6 - FHLB ADVANCES (Continued)
Maturities over the next five years are:
2003 $ 12,663
2004 3,000
2005 4,000
2006 5,000
2007 2,000
Thereafter 17,000
--------
$ 43,663
========
NOTE 7 - EMPLOYEE BENEFIT PLANS
The Bank maintains a 401(k) plan covering substantially all employees. The plan
allows participant salary deferrals into the plan along with a matching
contribution provided by the Bank. Contributions to the 401(k) plan are made at
the discretion of the Board of Directors and charged to expense annually. Total
contributions to the plan were $62,000, $24,000, and $24,000 for 2002, 2001, and
2000.
The Bank maintains a nonqualified supplemental executive retirement plan
("SERP") to provide certain officers and highly compensated employees with
additional retirement benefits. The SERP is designed to restore benefits to
participants in the qualified plan whose retirement benefits were reduced as the
result of changes in the Internal Revenue Code. SERP expense was $79,000 in
2002, $47,000 in 2001, and $44,000 in 2000.
The Bank established an ESOP for the benefit of substantially all employees. The
ESOP borrowed $2,160,990 from the Company and used those funds to acquire
216,099 shares of the Company's stock at $10 per share, the initial public
offering price.
Shares issued to the ESOP are allocated to ESOP participants based on principal
repayments made by the ESOP on the loan from the Company. The loan is secured by
shares purchased with the loan proceeds and will be repaid by the ESOP with
funds from the Bank's discretionary contributions to the ESOP and earnings on
ESOP assets. Principal payments are scheduled to occur over a fifteen-year
period. However, in the event the Bank's contributions exceed the minimum debt
service requirements, additional principal payments will be made.
- --------------------------------------------------------------------------------
(Continued)
F-19
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
During 2002, 2001, and 2000, 15,242, 15,910, and 16,579 shares of stock, with an
average fair value of $21.23, $17.19, and $13.05 per share were committed to be
released, resulting in ESOP compensation expense of $324,000, $273,000, and
$216,000. ESOP shares had been reduced by 10,359 and 3,523 as of December 31,
2002 and 2001 because of terminations. Shares held by the ESOP at December 31,
2002 and 2001 are as follows:
2002 2001
---- ----
Allocated shares 102,747 97,864
Unallocated shares 97,861 113,103
--------- ---------
Total ESOP shares 200,608 210,967
========= =========
Fair value of unallocated shares $ 2,236 $ 2,009
========= =========
The Company adopted a management recognition plan ("MRP") during 1997. The Bank
contributed $1.7 million, allowing the MRP to acquire 108,057 shares of common
stock of the Company at a cost of $15.75 per share. Under the MRP, 92,925 shares
of common stock were awarded to certain employees and directors in 1997, 3,500
shares were awarded in 1998, 9,880 shares were awarded in 1999, and 1,752 shares
were awarded in 2001. The stock awards generally vest over five years.
Compensation expense for the stock awards totaled $0, $223,000, and $327,000 for
the years ended December 31, 2002, 2001, and 2000.
The Company also adopted a stock option plan in 1997 under the terms of which
270,144 shares of the Company's common stock were reserved for issuance. All
options granted become exercisable over a five-year period from the date of
grant. All options granted expire ten years from the date of grant.
- --------------------------------------------------------------------------------
(Continued)
F-20
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 7 - EMPLOYEE BENEFIT PLANS (Continued)
A summary of the activity in the plan is as follows:
--------2002----------- --------2001---------- --------2000-----------
---- ---- ----
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
-------- -------- -------- -------- --------- --------
Outstanding at
beginning of year 224,807 $ 15.72 229,129 $ 15.72 242,636 $ 15.72
Granted -- -- --
Exercised (17,690) 15.75 -- --
Forfeited -- (4,322) 15.75 (13,507) 15.75
--------- -------- --------
Outstanding at
end of year 207,117 15.72 224,807 15.72 229,129 15.72
======== ======== ========
Options exercisable
at year-end 197,589 172,192 131,129
At December 31, 2002, the options have a weighted average remaining life of five
years. The exercise price equaled the market value on the date the options were
granted. Exercise prices range from $15.44 to $15.75.
NOTE 8 - EARNINGS PER SHARE
The following table presents a reconciliation of the components used to compute
basic and diluted earnings per share for 2002, 2001, and 2000:
2002 2001 2000
---------- ---------- ----------
BASIC EARNINGS PER SHARE
Net income available to common stockholders $ 2,165 $ 1,604 $ 1,557
Weighted average common shares outstanding 1,126,266 1,273,230 1,490,428
---------- ---------- ----------
Basic earnings per share $ 1.92 $ 1.26 $ 1.04
========== ========== ==========
DILUTED EARNINGS PER SHARE
Net income available to common stockholders $ 2,165 $ 1,604 $ 1,557
Weighted average common shares outstanding 1,126,266 1,273,230 1,490,428
Dilutive effect of MRP -- 426 --
Dilutive effect of stock options 50,018 13,483 --
---------- ---------- ----------
Average common shares and dilutive
potential common shares 1,176,284 1,287,139 1,490,428
========== ========== ==========
Diluted earnings per share $ 1.84 $ 1.25 $ 1.04
========== ========== ==========
- --------------------------------------------------------------------------------
(Continued)
F-21
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 8 - EARNINGS PER SHARE (Continued)
The effects of stock options and MRP shares diluted basic earnings per share in
2002 and 2001 but were not included in the computation of diluted earnings per
share in 2000 because to do so would have been anti-dilutive.
NOTE 9 - REGULATORY CAPITAL
The Bank is subject to regulatory capital requirements administered by federal
regulatory agencies. Capital adequacy guidelines and prompt corrective action
regulations involve quantitative measures of assets, liabilities, and certain
off-balance-sheet items calculated under regulatory accounting practices.
Capital amounts and classifications are also subject to qualitative judgments by
regulators. Failure to meet various capital requirements can initiate regulatory
action.
The prompt corrective action regulations provide five classifications, including
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not
used to represent overall financial condition. If adequately capitalized,
regulatory approval is required to accept brokered deposits. If
undercapitalized, capital distributions are limited, as is asset growth and
expansion, and plans for capital restoration are required.
At year end, the Bank's actual capital levels and minimum required levels were:
Minimum Required
to Be Well
Minimum Required Capitalized
for Capital Under Prompt Corrective
Actual Adequacy Purposes Action Regulations
------ ----------------- ------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
2002
----
Total capital (to risk-
weighted assets) $ 23,278 16.4% $ 11,337 8.0% $ 14,171 10.0%
Tier 1 (core) capital (to risk-
weighted assets) 22,705 16.0 5,668 4.0 8,503 6.0
Tier 1 (core) capital (to
adjusted total assets) 22,705 9.3 9,817 4.0 12,271 5.0
2001
----
Total capital (to risk-
weighted assets) $ 20,847 16.1% $ 10,361 8.0% $ 12,951 10.0%
Tier 1 (core) capital (to risk-
weighted assets) 20,347 15.7 5,180 4.0 7,771 6.0
Tier 1 (core) capital (to
adjusted total assets) 20,347 8.7 9,401 4.0 11,751 5.0
- --------------------------------------------------------------------------------
(Continued)
F-22
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 9 - REGULATORY CAPITAL (Continued)
The Bank at December 31, 2002 was categorized as well capitalized. Management is
not aware of any conditions or events since the most recent notification that
would change the Bank's category.
Federal regulations require the Qualified Thrift Lender ("QTL") test, which
mandates that approximately 65% of assets be maintained in housing-related
finance and other specified areas. If the QTL test is not met, limits are placed
on growth, branching, new investments, and FHLB advances or the Bank must
convert to a commercial bank charter. Management believes that this test is met.
NOTE 10 - INCOME TAXES
Federal income tax expense consists of the following:
2002 2001 2000
---- ---- ----
Currently payable tax $ 1,073 $ 846 $ 851
Deferred tax (benefit) (37) (15) (49)
-------- -------- --------
Income tax expense $ 1,036 $ 831 $ 802
======== ======== ========
Due to interest income earned on certain U.S. government agency securities,
there was no state income tax expense in 2002, 2001, or 2000. The state of
Illinois does not tax interest earned on such securities.
The federal income tax expense differs from the amounts determined by applying
the statutory federal income tax rate of 34% to income before income taxes as a
result of the following items:
--------2002--------- ---------2001---------- ---------2000---------
---- ---- ----
Percentage Percentage Percentage
of Income of Income of Income
Before Before Before
Income Income Income
Amount Taxes Amount Taxes Amount Taxes
------- ------- ------- ------- ------- -------
Income tax computed at
the statutory rate $ 1,088 34.0% $ 827 34.0% $ 802 34.0%
ESOP expense 58 1.8 39 1.6 17 .7
Tax-exempt income (19) (0.6) (35) (1.4) (38) (1.6)
Bank-owned life insurance (92) (2.9) (3) (0.1) -- --
Other items, net 1 .1 -- -- 21 .9
------- ------- ------- ------- ------- -------
$ 1,036 32.4% $ 831 34.1% $ 802 34.0%
======= ======= ======= ======= ======= =======
- --------------------------------------------------------------------------------
(Continued)
F-23
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 10 - INCOME TAXES (Continued)
Prior to 1996, the Bank had qualified under provisions of the Internal Revenue
Code that allowed it to deduct from taxable income a provision for bad debts
that differs from the provision charged to income in the financial statements.
Retained earnings at December 31, 2002 include approximately $3,298,000 for
which no deferred federal income tax liability has been recorded. Tax
legislation passed in 1996 now requires all thrift institutions to deduct a
provision for bad debts for tax purposes based on the actual loss experience and
recapture the excess bad debt reserve accumulated in tax years after 1997. The
remaining excess amount approximates $203,000 at December 31, 2002. The related
amount of deferred tax liability is approximately $69,000 and will be payable
over the next two years.
Deferred tax assets (liabilities) are comprised of the following at year end:
2002 2001
---- ----
Deferred loan fees $ 159 $ 151
ESOP and Supplemental Retirement Plan expense 154 124
Unrealized loss on securities available-for-sale - 23
Bad debt deduction 135 32
Other 16 -
-------- --------
464 330
Unrealized gain on securities held for sale (442) -
FHLB stock dividends (241) (146)
Depreciation (171) (157)
Other (11) -
-------- --------
(865) (303)
-------- --------
Net deferred tax asset (liability) $ (401) $ 27
======== ========
NOTE 11 - COMMITMENTS
The Company is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments consist of standby letters of credit and commitments
to make loans and fund loans in process.
The Company's exposure to credit loss in the event of nonperformance by the
other party to these financial instruments is represented by the contractual
amount of these instruments. The Company follows the same credit policy to make
such commitments as is followed for those loans recorded on the statement of
financial condition.
- --------------------------------------------------------------------------------
(Continued)
F-24
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 11 - COMMITMENTS (Continued)
The contractual amount of financial instruments with off-balance-sheet risk is
summarized as follows at year end:
2002 2001
---- ----
Commitments to make loans (all fixed rate) $ 1,683 $ 3,360
Standby letters of credit 1,527 2,471
Loans in process 5,226 3,329
The fixed rate loan commitments at December 31, 2002 have terms of up to 60 days
and rates in the range of 5.88% to 6.75%.
Since certain commitments to make loans and fund loans in process may expire
without being used, the amounts above do not necessarily represent future cash
commitments. No losses are anticipated as a result of these transactions.
Interest-bearing deposit accounts in other financial institutions potentially
subject the Company to concentrations of credit risk. At December 31, 2002, the
Company had deposit accounts at the Federal Home Loan Bank of Chicago with
balances totaling approximately $4,462,000. In addition, the Company had federal
funds sold to LaSalle National Bank totaling approximately $16,310,000.
NOTE 12 - FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amount and estimated fair value of financial instruments at year
end is as follows:
-------------2002---------- ------------2001----------
---- ----
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
----------- ----------- ----------- -----------
Financial assets
Cash and cash equivalents $ 23,998 $ 23,998 $ 27,909 $ 27,909
Time deposits in other financial institutions 1,117 1,117 - -
Securities available-for-sale 61,113 61,113 65,704 65,704
Loans receivable, net 147,993 149,872 134,788 136,381
FHLB stock 7,327 7,327 5,133 5,133
Accrued interest receivable 1,195 1,195 1,659 1,659
- --------------------------------------------------------------------------------
(Continued)
F-25
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 12 - FAIR VALUES OF FINANCIAL INSTRUMENTS (Continued)
-------------2002---------- ------------2001----------
---- ----
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
------------ ------------ ------------ ------------
Financial liabilities
Deposits with no fixed maturity dates $ (56,484) $ (56,484) $ (54,675) $ (54,675)
Deposits with fixed maturity dates (107,484) (108,997) (108,399) (110,139)
Securities sold under repurchase agreements (10,599) (10,599) (10,658) (10,658)
Advances from borrowers for taxes
and insurance (1,969) (1,969) (2,027) (2,027)
FHLB advances (43,663) (44,247) (39,000) (38,865)
Accrued interest payable (396) (396) (830) (830)
The methods and assumptions used to estimate fair value are described as
follows.
Carrying amount is the estimated fair value for cash and cash equivalents, FHLB
stock, accrued interest receivable and payable, demand deposits, short-term
debt, and variable rate loans or deposits that reprice frequently and fully.
Security fair values are based on market prices or dealer quotes and, if no such
information is available, on the rate and term of the security and information
about the issuer. For fixed rate loans or deposits and for variable rate loans
or deposits with infrequent repricing or repricing limits, fair value is based
on discounted cash flows using current market rates applied to the estimated
life and credit risk. Fair values for impaired loans are estimated using
discounted cash flow analysis or underlying collateral values. The fair value of
FHLB advances is based on current rates for similar financing. The fair value of
off-balance-sheet items, based on the current fees or cost that would be charged
to enter into or terminate such arrangements, is immaterial.
Other assets and liabilities of the Company not defined as financial
instruments, such as property and equipment, are not included in the above
disclosures. Also not included are nonfinancial instruments typically not
recognized in financial statements such as the value of core deposits, customer
goodwill, and similar items.
While the above estimates are based on management's judgment of the most
appropriate factors, there is no assurance that if the Company disposed of these
items on December 31, 2002 or December 31, 2001, the fair values would have been
achieved, because the market value may differ depending on the circumstances.
The estimated fair values at December 31, 2002 and December 31, 2001 should not
necessarily be considered to apply at subsequent dates.
- --------------------------------------------------------------------------------
(Continued)
F-26
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 13 - OTHER COMPREHENSIVE INCOME
Other comprehensive income components and related taxes were as follows.
2002 2001 2000
---- ---- ----
Unrealized holding gains and losses on securities
available-for-sale $ 1,735 $ 4,223 $ 6,406
Reclassification adjustments for gains recorded in
income (346) (325) (76)
------- ------- -------
Net unrealized gains and losses 1,389 3,898 6,330
Tax effect (465) (1,325) (2,152)
------- ------- -------
Other comprehensive income (loss) $ 924 $ 2,573 $ 4,178
======= ======= =======
NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS
Presented below are the condensed statements of financial condition, statements
of income, and statements of cash flows for Park Bancorp, Inc.
CONDENSED STATEMENTS OF FINANCIAL CONDITION
December 31, 2002 and 2001
2002 2001
------- -------
ASSETS
Cash and cash equivalents $ 3,329 $ 523
Securities available-for-sale 1,717 6,150
ESOP loan 1,131 1,273
Investment in bank subsidiary 23,609 20,369
Investment in real estate development subsidiary 1 1
Accrued interest receivable and other assets 108 129
------- -------
Total assets $29,895 $28,445
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Securities sold under agreements to repurchase $ -- $ 968
Accrued expenses and other liabilities 1 199
Stockholders' equity 29,894 27,278
------- -------
Total liabilities and stockholders' equity $29,895 $28,445
======= =======
- --------------------------------------------------------------------------------
(Continued)
F-27
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENTS OF INCOME
For the years ended December 31, 2002, 2001, and 2000
2002 2001 2000
------- ------- -------
Operating income
Dividends from subsidiaries $ -- $ 7,100 $ --
Gains on sales of securities 242 325 76
Interest income
Securities (including dividends) 213 625 976
ESOP loan 92 103 113
Interest-bearing deposits with other
financial institutions 31 32 29
------- ------- -------
Total operating income 578 8,185 1,194
Operating expenses
Interest on borrowings 10 269 637
Other expenses 274 371 311
------- ------- -------
Total operating expenses 284 640 948
------- ------- -------
INCOME BEFORE INCOME TAXES AND EQUITY IN
UNDISTRIBUTED EARNINGS OF SUBSIDIARIES 294 7,545 246
Income taxes 77 106 40
------- ------- -------
INCOME BEFORE EQUITY IN UNDISTRIBUTED EARNINGS
OF SUBSIDIARIES 217 7,439 206
Equity in undistributed (over distributed) earnings
of bank subsidiary 1,956 (5,803) 1,366
Equity in over distributed earnings of
real estate subsidiary (8) (32) (15)
------- ------- -------
NET INCOME $ 2,165 $ 1,604 $ 1,557
======= ======= =======
- --------------------------------------------------------------------------------
(Continued)
F-28
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 14 - PARENT COMPANY FINANCIAL STATEMENTS (Continued)
CONDENSED STATEMENT OF CASH FLOWS
For the years ended December 31, 2002, 2001, and 2000
2002 2001 2000
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,165 $ 1,604 $ 1,557
Adjustments to reconcile net income to net cash from
operating activities
Net discount accretion (39) (28) (30)
Gain on sale of securities available-for-sale (242) (325) (76)
Equity in (undistributed) over distributed earnings
of subsidiaries (1,948) 5,835 (1,351)
Change in
Other assets 141 238 (8)
Other liabilities (88) 110 (330)
-------- -------- --------
Net cash from operating activities (11) 7,434 (238)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale (716) (1,398) --
Sale of securities available-for-sale 1,495 1,458 549
Maturities and calls of securities available-for-sale 4,000 9,000 --
Investment in PBI Development Corporation -- -- 127
Payment received on ESOP loan 142 142 142
Capital contribution to subsidiary (61) (81) (72)
-------- -------- --------
Net cash from investing activities 4,860 9,121 746
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in securities sold under repurchase agreements (968) (9,692) 4,359
Purchase of treasury stock (472) (6,063) (3,662)
Dividends paid to stockholders (603) (819) (732)
-------- -------- --------
Net cash from financing activities (2,043) (16,574) (35)
-------- -------- --------
Net change in cash and cash equivalents 2,806 (19) 473
Cash and cash equivalents at beginning of year 523 542 69
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,329 $ 523 $ 542
======== ======== ========
- --------------------------------------------------------------------------------
(Continued)
F-29
PARK BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
(Table amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
NOTE 15 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Earnings
Net Earnings Per Share
Interest Interest Net Per Share Fully
Income Income Income Basic Diluted
-------- -------- ------ --------- ---------
2002
- ----
First quarter $3,656 $1,570 $ 491 $ .44 $ .43
Second quarter 3,810 1,888 653 .57 .56
Third quarter 3,639 1,804 461 .41 .39
Fourth quarter 3,570 1,872 560 .50 .47
2001
- ----
First quarter $4,062 $1,473 $ 330 $ .23 $ .23
Second quarter 4,340 1,786 511 .37 .37
Third quarter 4,211 1,602 452 .39 .38
Fourth quarter 3,906 1,551 311 .27 .27
- --------------------------------------------------------------------------------
F-30