SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] |
| For the Fiscal Year Ended March 31, 2003 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
| For the transition period from to |
Commission File Number: 000-24811
SOUND FEDERAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 22-3887679 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 1311 Mamaroneck Avenue, White Plains, New York | 10605 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(914) 761-3636
(Registrants 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, par value $.10 per share
(Title of 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 twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such 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 Registrants 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. ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES x NO ¨
As of June 16, 2003, there were issued and outstanding 13,247,133 shares of the Registrants Common Stock. The aggregate value of the voting stock held by non-affiliates of the Registrant, computed by reference to the average bid and asked prices of the Common Stock as of June 16, 2003 ($13.06) was $148,034,248.
DOCUMENTS INCORPORATED BY REFERENCE
1. Sections of Annual Report to Stockholders for the fiscal year ended March 31, 2003 (Parts II and IV).
2. Proxy Statement for the 2003 Annual Meeting of Stockholders (Parts I and III).
PART I
ITEM 1. BUSINESS
General
Sound Federal Bancorp, Inc. Sound Federal Bancorp, Inc. is a Delaware corporation which was organized in 2002 and is the successor to Sound Federal Bancorp, a federal corporation. In January 2003, Sound Federal Bancorp, Inc. became the holding company parent of Sound Federal Savings following the completion of the second step mutual-to-stock conversion of Sound Federal Bancorp, MHC. Reference is made to Sound Federal Bancorp, Inc. or the Company for periods both before and after the second step conversion. The principal asset of the Company is its investment in Sound Federal Savings (the Bank). As a result of the second step conversion, the Company raised $70.1 million in net proceeds, of which $31.8 million was retained as capital by the Company and $38.3 million was infused as capital into the Bank. Shareholders of the Company immediately prior to the completion of the second step conversion received 2.7667 shares for each share of common stock they held in the Company. In addition, the Company sold 7,780,737 shares resulting in net proceeds of $70.1 million. Principally as a result of the second step conversion, the Company had 13,247,133 shares issued and outstanding at March 31, 2003. At March 31, 2003, the Company had total consolidated assets of $796.1 million, total deposits of $604.3 million, and total stockholders equity of $138.3 million.
The second step conversion was accounted for as a change in corporate form with no subsequent change in the historical carrying amounts of the Companys assets and liabilities. Consolidated stockholders equity increased by the net cash proceeds from the offering. All references in the consolidated financial statements and notes thereto to share data (including the number of shares and per share amounts) have been adjusted to reflect the additional shares outstanding as a result of the offering and the share exchange.
Sound Federal Savings. The Bank is a federally chartered savings association headquartered in White Plains, New York. The Banks deposits are insured by the Federal Deposit Insurance Corporation (FDIC). The Bank was organized as a New York chartered savings bank in 1891 and became a federally chartered savings association in 1934. In October 1998, Sound Bancorp issued shares of its common stock in connection with a Plan of Reorganization (the Initial Reorganization) and related Subscription and Community Offering (the Initial Offering). In the Initial Reorganization, Sound Federal Savings and Loan Association converted from a federally-chartered mutual savings association to a federally-chartered stock savings association. In July 2000, the Company and the Bank completed the acquisition of Peekskill Financial Corporation and its wholly owned subsidiary, First Federal Savings Bank (Peekskill) (the Acquisition). In connection with the second step conversion in January 2003, the Bank changed its name to Sound Federal Savings. At March 31, 2003, the Bank operated from ten locations in New York and Connecticut.
The Companys principal executive office is located at 1311 Mamaroneck Avenue, White Plains, New York 10605, and its telephone number at that address is (914) 761-3636.
The Companys Form 10-K and Annual Report are available on the Companys website at www.soundfed.com.
Market Area
The Bank is a community-oriented financial institution that offers a variety of financial products and services from its main office and branch offices. The Banks primary lending areas are the New York
1
counties of Westchester and Rockland, and Fairfield County, Connecticut. Most of the Banks deposit customers are residents of Westchester County. The Bank also obtains deposits from persons in Rockland County and Fairfield County. The Banks market area consists of middle income and upper income communities. The local economy is not dependent upon any single employer, but rather is affected by the general economy of the New York City metropolitan area.
Lending Activities
Historically, the Banks principal lending activity has been the origination of fixed-rate first mortgage loans for the purchase or refinancing of one-to-four family residential real property. In fiscal 2002, the Bank began to originate adjustable-rate mortgage loans with fixed-rates for initial terms of three, five and seven years. After the initial terms, the interest rate on the loans adjusts annually. The Bank has thus far retained all loans that it has originated. One-to-four family residential mortgage loans represented $343.6 million, or 80.2%, of the Banks loan portfolio at March 31, 2003. Home equity lines of credit represented $44.4 million, or 10.4%, of the Banks loan portfolio at March 31, 2003. The Bank also offers multi-family mortgage loans, commercial mortgage loans and construction loans. Multi-family mortgage loans totaled $7.1 million, or 1.7% of the loan portfolio, at March 31, 2003. Commercial mortgage loans totaled $27.9 million, or 6.5% of the loan portfolio, at March 31, 2003. Construction loans totaled $4.1 million, or 0.9% of the loan portfolio, at March 31, 2003. The Bank also makes consumer loans, which primarily consist of secured personal loans and automobile loans. Consumer loans totaled $1.6 million, or 0.3% of the loan portfolio, at March 31, 2003.
2
Loan Portfolio Composition. The following table sets forth the composition of the Banks loan portfolio by type of loan at the dates indicated.
| At March 31, |
|||||||||||||||||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
|||||||||||||||||||||||||||||||
| Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| Mortgage loans: |
|||||||||||||||||||||||||||||||||||
| One-to four-family |
$ | 343,608 | 80.2 | % | $ | 334,683 | 79.7 | % | $ | 221,617 | 75.1 | % | $ | 138,375 | 76.1 | % | $ | 119,015 | 82.3 | % | |||||||||||||||
| Home equity lines of credit |
44,364 | 10.4 | 47,889 | 11.4 | 47,315 | 16.0 | 24,337 | 13.4 | 16,441 | 11.4 | |||||||||||||||||||||||||
| Multi-family |
7,118 | 1.7 | 8,347 | 2.0 | 3,959 | 1.3 | 4,621 | 2.5 | 396 | 0.3 | |||||||||||||||||||||||||
| Commercial |
27,866 | 6.5 | 23,701 | 5.6 | 16,771 | 5.7 | 10,795 | 5.9 | 5,930 | 4.1 | |||||||||||||||||||||||||
| Construction |
4,117 | 0.9 | 3,733 | 0.9 | 3,659 | 1.2 | 2,922 | 1.6 | 1,821 | 1.3 | |||||||||||||||||||||||||
| Total mortgage loans |
427,073 | 99.7 | 418,353 | 99.6 | 293,321 | 99.3 | 181,050 | 99.5 | 143,603 | 99.4 | |||||||||||||||||||||||||
| Consumer loans: |
|||||||||||||||||||||||||||||||||||
| Automobile loans |
276 | | 785 | 0.2 | 1,154 | 0.4 | 467 | 0.3 | 609 | 0.4 | |||||||||||||||||||||||||
| Other (1) |
1,275 | 0.3 | 684 | 0.2 | 746 | 0.3 | 353 | 0.2 | 395 | 0.2 | |||||||||||||||||||||||||
| Total consumer loans |
1,551 | 0.3 | 1,469 | 0.4 | 1,900 | 0.7 | 820 | 0.5 | 1,004 | 0.6 | |||||||||||||||||||||||||
| Total loans |
428,624 | 100.0 | % | 419,822 | 100.0 | % | 295,221 | 100.0 | % | 181,870 | 100.0 | % | 144,607 | 100.0 | % | ||||||||||||||||||||
| Allowance for loan losses |
(2,442 | ) | (2,221 | ) | (2,047 | ) | (1,188 | ) | (1,094 | ) | |||||||||||||||||||||||||
| Deferred loan origination costs, net |
1,502 | 767 | 633 | 250 | 23 | ||||||||||||||||||||||||||||||
| Total loans, net |
$ | 427,684 | $ | 418,368 | $ | 293,807 | $ | 180,932 | $ | 143,536 | |||||||||||||||||||||||||
| (1) | Primarily secured personal loans, loans secured by deposit accounts and home improvement loans. |
3
The following table sets forth the composition of the Banks loan portfolio by fixed and adjustable rates at the dates indicated.
| At March 31, |
|||||||||||||||||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
|||||||||||||||||||||||||||||||
| Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
||||||||||||||||||||||||||
| (Dollars in Thousands) | |||||||||||||||||||||||||||||||||||
| Fixed rate loans |
|||||||||||||||||||||||||||||||||||
| Mortgage loans: |
|||||||||||||||||||||||||||||||||||
| One-to four-family |
$ | 259,870 | 60.7 | % | $ | 272,203 | 64.8 | % | $ | 215,202 | 72.9 | % | $ | 135,912 | 74.7 | % | $ | 116,113 | 80.3 | % | |||||||||||||||
| Home equity lines of credit |
44,229 | 10.3 | 47,724 | 11.4 | 46,908 | 15.9 | 23,940 | 13.2 | 15,590 | 10.8 | |||||||||||||||||||||||||
| Multi-family |
7,118 | 1.7 | 8,347 | 2.0 | 3,959 | 1.3 | 4,621 | 2.5 | 396 | 0.3 | |||||||||||||||||||||||||
| Commercial |
27,109 | 6.3 | 23,296 | 5.6 | 16,771 | 5.7 | 10,740 | 5.9 | 5,930 | 4.1 | |||||||||||||||||||||||||
| Construction |
4,117 | 0.9 | 3,733 | 0.9 | 3,659 | 1.2 | 2,922 | 1.6 | 1,821 | 1.3 | |||||||||||||||||||||||||
| Total mortgage loans |
342,443 | 79.9 | 355,303 | 84.7 | 286,499 | 97.0 | 178,135 | 97.9 | 139,850 | 96.8 | |||||||||||||||||||||||||
| Consumer loans (1) |
1,551 | 0.4 | 1,469 | 0.3 | 1,900 | 0.7 | 820 | 0.5 | 1,004 | 0.6 | |||||||||||||||||||||||||
| Total fixed rate loans |
343,994 | 80.3 | 356,772 | 85.0 | 288,399 | 97.7 | 178,955 | 98.4 | 140,854 | 97.4 | |||||||||||||||||||||||||
| Adjustable rate loans |
< | ||||||||||||||||||||||||||||||||||