FORM 10-Q
(Mark One)
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 the transition period from ___________ to _____________
Commission file number: 0-49706
Willow Grove Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Pennsylvania |
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80-0034942 |
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(State or other jurisdiction |
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(I.R.S. Employer |
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of incorporation or organization) |
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Identification No.) |
Welsh and Norristown Roads, Maple Glen, Pennsylvania 19002
(Address of principal executive offices)
(215) 646-5405
(Registrant’s telephone number, including area code)
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The Registrant had 9,782,103 shares of common stock issued and outstanding as of November 2, 2004.
WILLOW GROVE BANCORP, INC.
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Page No. |
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited) |
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Consolidated Statements of Financial Condition at September 30, 2004 and June 30, 2004 |
3 |
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Consolidated Statements of Operations — For the Three Months ended September 30, 2004 and 2003 |
4 |
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Consolidated Statements of Cash Flows — For the Three Months ended September 30, 2004 and 2003 |
5 |
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6 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 |
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22 |
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23 |
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PART II |
OTHER INFORMATION |
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23 |
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24 |
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25 |
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25 |
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25 |
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25 |
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2
Consolidated Statements of Financial Condition
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At |
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At |
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(Dollars in thousands, except share data) |
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September 30, 2004 |
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June 30, 2004 |
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Assets |
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Cash and cash equivalents: |
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Cash on hand and non-interest-earning deposits |
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$ |
10,320 |
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$ |
14,681 |
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Interest-earning deposits |
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17,849 |
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24,764 |
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Total cash and cash equivalents |
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28,169 |
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39,445 |
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Securities: |
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Available for sale (amortized cost of $201,393 and $238,178, respectively) |
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200,128 |
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234,207 |
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Held to maturity (fair value of $188,103 and $98,401, respectively) |
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185,169 |
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98,513 |
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Loans (net of allowance for loan losses of $5,377 and $5,220, respectively) |
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537,675 |
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524,189 |
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Loans held for sale |
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1,646 |
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1,136 |
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Accrued income receivable |
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4,025 |
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3,565 |
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Property and equipment, net |
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5,968 |
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5,975 |
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Intangible assets |
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924 |
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938 |
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Other assets |
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11,881 |
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13,624 |
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Total assets |
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$ |
975,585 |
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$ |
921,592 |
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Liabilities and Stockholders’ Equity |
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Deposits |
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$ |
592,825 |
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$ |
603,115 |
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Federal Home Loan Bank advances |
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270,182 |
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206,168 |
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Advance payments from borrowers for taxes |
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1,203 |
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2,863 |
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Accrued interest payable |
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1,017 |
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986 |
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Other liabilities |
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5,924 |
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4,684 |
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Total liabilities |
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871,151 |
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817,816 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Common stock, $0.01 par value; (40,000,000 authorized; 11,426,578 and 11,425,654 issued at September 30, 2004 and June 30, 2004, respectively) |
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114 |
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114 |
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Additional paid-in capital |
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85,051 |
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84,915 |
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Retained earnings-substantially restricted |
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54,309 |
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53,516 |
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Accumulated other comprehensive loss |
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(785 |
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(2,463 |
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Obligation of deferred compensation plan |
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525 |
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525 |
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Treasury stock at cost, 1,676,527 and 1,541,262 at September 30, 2004 and June 30, 2004, respectively |
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(27,170 |
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(24,926 |
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Unallocated common stock held by |
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Employee Stock Ownership Plan (ESOP) |
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(5,382 |
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(5,497 |
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Recognition and Retention Plan Trust (RRP) |
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(2,228 |
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(2,408 |
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Total stockholders’ equity |
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104,434 |
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103,776 |
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Total liabilities and stockholders’ equity |
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$ |
975,585 |
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$ |
921,592 |
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See accompanying Notes to the Unaudited Consolidated Financial Statements
3
Consolidated Statements of Operations
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For the Three Months Ended |
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September 30, |
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(Dollars in thousands, except per share data) |
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2004 |
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2003 |
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Interest and dividend income: |
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Loans |
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$ |
8,139 |
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$ |
7,153 |
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Securities, primarily taxable |
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3,372 |
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2,943 |
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Total interest income |
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11,511 |
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10,096 |
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Interest expense: |
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Deposits |
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2,177 |
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2,690 |
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Borrowings |
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1,943 |
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1,270 |
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Total interest expense |
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4,120 |
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3,960 |
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Net interest income |
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7,391 |
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6,136 |
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Provision for loan losses |
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171 |
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59 |
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Net interest income after provision for loan losses |
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7,220 |
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6,077 |
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Non-interest income: |
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Service charges and fees |
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510 |
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619 |
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Realized gain on sale of: |
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