UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003
or
| ¨ | 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 1-14671
| WORONOCO BANCORP, INC. | ||
| (Exact name of registrant as specified in its charter)
| ||
| Delaware |
04-3444269 | |
| (State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.) | |
| 31 Court Street, Westfield, Massachusetts |
01085 | |
| (Address of principal executive offices)
|
(Zip Code) | |
| (413) 568-9141 | ||
| (Registrant’s telephone number, including area code) | ||
|
Not Applicable | ||
| (Former name, former address and former fiscal year, if changed since last report) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The issuer had 3,611,271 shares of common stock, par value $0.01 per share, outstanding as of May 6, 2003.
WORONOCO BANCORP, INC.
FORM 10-Q
| Page | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
Financial Statements (unaudited) |
|||
| Consolidated Balance Sheets at March 31, 2003 and December 31, 2002 |
1 | |||
| Consolidated Income Statements for the Three Months Ended March 31, 2003 and 2002 |
2 | |||
| 3 | ||||
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 |
4 | |||
| 5 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
9 | ||
| Item 3. |
25 | |||
| Item 4. |
25 | |||
| PART II: |
OTHER INFORMATION |
|||
| Item 1. |
26 | |||
| Item 2. |
26 | |||
| Item 3. |
26 | |||
| Item 4. |
26 | |||
| Item 5. |
26 | |||
| Item 6. |
27 | |||
| 28 | ||||
| 29 | ||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
WORONOCO BANCORP, INC. AND SUBSIDIARIES
(Dollars In Thousands)
| Unaudited March 31, 2003 |
December 31, 2002 |
|||||||
| Assets |
||||||||
| Cash and due from banks |
$ |
18,040 |
|
$ |
17,600 |
| ||
| Interest-bearing balances |
|
1,774 |
|
|
731 |
| ||
| Federal funds sold |
|
430 |
|
|
9,470 |
| ||
| Total cash and cash equivalents |
|
20,244 |
|
|
27,801 |
| ||
| Trading securities |
|
12,242 |
|
|
16,284 |
| ||
| Securities available for sale, at fair value |
|
187,657 |
|
|
155,306 |
| ||
| Federal Home Loan Bank stock, at cost |
|
13,795 |
|
|
13,795 |
| ||
| Loans, net of allowance for loan losses ($3,149 at March 31, 2003 and $3,156 at December 31, 2002) |
|
470,600 |
|
|
470,224 |
| ||
| Premises and equipment, net |
|
10,133 |
|
|
10,343 |
| ||
| Accrued interest receivable |
|
3,431 |
|
|
3,385 |
| ||
| Goodwill and other intangible assets, net |
|
1,873 |
|
|
1,889 |
| ||
| Cash surrender value of life insurance |
|
2,652 |
|
|
2,602 |
| ||
| Other assets |
|
3,910 |
|
|
4,007 |
| ||
| Total assets |
$ |
726,537 |
|
$ |
705,636 |
| ||
| Liabilities and Stockholders’ Equity |
||||||||
| Deposits |
$ |
397,683 |
|
$ |
370,650 |
| ||
| Mortgagors’ escrow accounts |
|
1,953 |
|
|
1,597 |
| ||
| Short-term borrowings |
|
44,319 |
|
|
56,235 |
| ||
| Long-term debt |
|
200,819 |
|
|
197,000 |
| ||
| Net deferred tax liability |
|
626 |
|
|
589 |
| ||
| Accrued expenses and other liabilities |
|
5,428 |
|
|
5,155 |
| ||
| Total liabilities |
|
650,828 |
|
|
631,226 |
| ||
| Commitments and contingencies |
||||||||
| Stockholders’ Equity: |
||||||||
| Preferred stock ($.01 par value; 2,000,000 shares authorized; no shares issued and outstanding) |
|
— |
|
|
— |
| ||
| Common stock ($.01 par value; 16,000,000 shares authorized; shares issued: 5,998,860 at March 31, 2003 and December 31, 2002; shares outstanding: 3,620,010 at March 31, 2003 and 3,567,669 at December 31, 2002) |
|
60 |
|
|
60 |
| ||
| Additional paid-in capital |
|
59,243 |
|
|
59,020 |
| ||
| Unearned compensation |
|
(3,750 |
) |
|
(3,951 |
) | ||
| Retained earnings |
|
45,152 |
|
|
44,641 |
| ||
| Accumulated other comprehensive income |
|
5,297 |
|
|
5,222 |
| ||
| Treasury stock, at cost (2,378,850 shares at March 31, 2003 and 2,431,191 shares at December 31, 2002) |
|
(30,293 |
) |
|
(30,582 |
) | ||
| Total stockholders’ equity |
|
75,709 |
|
|
74,410 |
| ||
| Total liabilities and stockholders’ equity |
$ |
726,537 |
|
$ |
705,636 |
| ||
See accompanying notes to unaudited consolidated financial statements
1
WORONOCO BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In Thousands Except Per Share Amounts)
| Unaudited Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| Interest and dividend income: |
||||||||
| Loans, including fees |
$ |
7,368 |
|
$ |
7,254 |
| ||
| Interest and dividends on securities: |
||||||||
| Taxable interest |
|
1,704 |
|
|
1,938 |
| ||
| Tax exempt interest |
|
247 |
|
|
237 |
| ||
| Dividends |
|
513 |
|
|
717 |
| ||
| Trading account securities |
|
190 |
|
|
— |
| ||
| Federal funds sold |
|
13 |
|
|
30 |
| ||
| Other |
|
2 |
|
|
16 |
| ||
| Total interest and dividend income |
|
10,037 |
|
|
10,192 |
| ||
| Interest expense: |
||||||||
| Deposits |
|
1,695 |
|
|
2,013 |
| ||
| Borrowings |
|
3,053 |
|
|
3,120 |
| ||
| Total interest expense |
|
4,748 |
|
|
5,133 |
| ||
| Net interest income |
|
5,289 |
|
|
5,059 |
| ||
| Provision for loan losses |
|
— |
|
|
109 |
| ||
| Net interest income, after provision for loan losses |
|
5,289 |
|
|
4,950 |
| ||
| Other income: |
||||||||
| Fee income |
|
755 |
|
|
585 |
| ||
| Insurance commissions |
|
363 |
|
|
134 |
| ||
| Gain on sales, disposition and impairment of securities available for sale, net |
|
404 |
|
|
154 |
| ||
| Net loss on trading account securities |
|
(564 |
) |
|
— |
| ||
| Gain on sales of loans, net |
|
403 |
|
|
— |
| ||
| Gain on sale of supermarket branch |
|
183 |
|
|
— |
| ||
| Penalty for prepayment of FHLB advances |
|
(539 |
) |
|
— |
| ||
| Gain (loss) on derivative instruments and hedging activities |
|
5 |
|
|
(2 |
) | ||
| Other income |
|
6 |
|
|
13 |
| ||
| Total other income |
|
1,016 |
|
|
884 |
| ||
| Other expenses: |
||||||||
| Salaries and employee benefits |
|
2,475 |
|
|
2,430 |
| ||
| Occupancy and equipment |
|
553 |
|
|
552 |
| ||
| Marketing |
|
153 |
|
|
168 |
| ||
| Professional services |
|
391 |
|
|
231 |
| ||
| Data processing |
|
257 |
|
|
239 |
| ||
| Other general and administrative |
|
701 |
|
|
712 |
| ||
| Total other expenses |
|
4,530 |
|
|
4,332 |
| ||
| Income before income tax expense |
|
1,775 |
|
|
1,502 |
| ||
| Income tax expense | ||||||||