Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 2004
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission File Number 0 -17609
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WEST SUBURBAN BANCORP, INC. |
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(Exact name of Registrant as specified in its charter) |
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Illinois |
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36-3452469 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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711 South Meyers Road, Lombard, Illinois |
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60148 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number including area code: |
(630) 629-4200 |
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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 ý No o.
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o.
Indicate the number of shares outstanding of each of the Issuer’s class of common stock as of the latest practicable date.
15,000,000 shares of Common Stock, no par value, were authorized, and 432,495 shares of Common Stock were issued and outstanding, as of November 1, 2004.
WEST SUBURBAN BANCORP, INC.
Form 10-Q Quarterly Report
Table of Contents
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Special Note Concerning Forward-Looking Statements
This document (including information incorporated by reference) contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of such term in the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of West Suburban Bancorp, Inc. (“West Suburban”) and West Suburban Bank (the “Bank” and collectively with West Suburban and its other direct and indirect subsidiaries, the “Company”). Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.
The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, the following:
• The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets.
• The effects of, and changes in, laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters as well as any laws otherwise affecting the Company.
2
• The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System.
• The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.
• The inability of the Company to obtain new customers and to retain existing customers.
• The timely development and acceptance of products and services, including products and services offered through alternative delivery channels such as the Internet.
• Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers including technological changes implemented for, or related to, the Company’s website or new products such as prepaid solutions cards, payroll cards and other similar products and services.
• The ability of the Company to develop and maintain secure and reliable electronic systems including systems developed for the Company’s website and new products such as prepaid solutions cards, payroll cards and other similar products and services.
• The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.
• Consumer spending and saving habits which may change in a manner that affects the Company’s business adversely.
• The economic impact of terrorist attacks and military actions.
• Business combinations and the integration of acquired businesses and assets which may be more difficult or expensive than expected.
• The costs, effects and outcomes of existing or future litigation.
• Changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.
• The ability of the Company to manage the risks associated with the foregoing as well as anticipated.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.
3
WEST SUBURBAN BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(UNAUDITED)
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September 30, |
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December 31, |
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Assets |
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Cash and due from banks |
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$ |
38,565 |
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$ |
42,500 |
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Federal funds sold |
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58,295 |
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26,844 |
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Total cash and cash equivalents |
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96,860 |
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69,344 |
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Securities |
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Available for sale (amortized cost of $410,834 in 2004 and $458,746 in 2003) |
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408,526 |
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458,146 |
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Held to maturity (fair value of $74,129 in 2004 and $29,671 in 2003) |
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74,001 |
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29,195 |
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Federal Home Loan Bank Stock |
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5,273 |
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5,039 |
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Total securities |
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487,800 |
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492,380 |
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Loans, less allowance for loan losses of $13,186 in 2004 and $14,420 in 2003 |
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1,059,402 |
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1,073,767 |
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Cash surrender value of company-owned life insurance |
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24,581 |
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13,416 |
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Premises and equipment, net |
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40,898 |
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42,896 |
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Other real estate |
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5,543 |
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1,266 |
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Accrued interest and other assets |
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17,485 |
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17,626 |
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Total assets |
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$ |
1,732,569 |
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$ |
1,710,695 |
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Liabilities and shareholders’ equity |
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Deposits |
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Demand-noninterest-bearing |
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$ |
147,999 |
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$ |
143,440 |
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Interest-bearing |
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1,402,441 |
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1,386,491 |
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Total deposits |
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1,550,440 |
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1,529,931 |
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Prepaid solutions cards |
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13,861 |
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17,049 |
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Accrued interest and other liabilities |
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14,347 |
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13,803 |
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Common stock in ESOP subject to contingent repurchase obligation |
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52,403 |
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51,371 |
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Shareholders’ equity |
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Common stock, no par value; 15,000,000 shares authorized; 432,495 shares issued and outstanding |
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3,457 |
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3,457 |
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Surplus |
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38,066 |
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38,066 |
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Retained earnings |
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113,789 |
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109,952 |
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Accumulated other comprehensive loss |
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(1,391 |
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(363 |
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Unearned ESOP shares |
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— |
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(1,200 |
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Amount reclassified on ESOP shares |
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(52,403 |
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(51,371 |
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Total shareholders’ equity |
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101,518 |
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98,541 |
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Total liabilities and shareholders’ equity |
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$ |
1,732,569 |
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$ |
1,710,695 |
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See accompanying notes to consolidated financial statements.
4
WEST SUBURBAN BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(Dollars in thousands, except per share data)
(UNAUDITED)
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2004 |
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2003 |
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Interest income |
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Loans, including fees |
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$ |
43,946 |
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47,980 |
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Securities |
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Taxable |
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13,844 |
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11,837 |
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Exempt from federal income tax |
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1,357 |
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920 |
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Federal funds sold |
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208 |
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142 |
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Total interest income |
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59,355 |
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60,879 |
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Interest expense |
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Deposits |
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15,864 |
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16,883 |
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Other |
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31 |
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29 |
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Total interest expense |
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15,895 |
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16,912 |
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Net interest income |
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43,460 |
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43,967 |
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Provision for loan losses |
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200 |
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