UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| 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: 0-17177
BSB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
16-1327860 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Number) |
58-68 Exchange Street, Binghamton, New York 13901
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (607) 779-2406
n/a
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: x No: ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 5, 2003: 9,152,736 shares of common stock, $0.01 par value.
| PAGE | ||||||
| PART I. FINANCIAL INFORMATION |
||||||
| Item 1: |
||||||
| Consolidated Statements of Condition March 31, 2003 and December 31, 2002 |
1 | |||||
| Consolidated Statements of Income Three Months Ended March 31, 2003 and March 31, 2002 |
2 | |||||
| Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2003 and March 31, 2002 |
3 | |||||
| 4 | ||||||
| Consolidated Statements of Cash Flows Three Months Ended March 31, 2003 and March 31, 2002 |
5 | |||||
| Notes to Unaudited Interim Consolidated Financial Statements |
6-9 | |||||
| Item 2: |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10-23 | ||||
| Item 3: |
24 | |||||
| Item 4: |
25 | |||||
| PART II. OTHER INFORMATION |
||||||
| 26 | ||||||
| 27 | ||||||
| 28-29 | ||||||
| Exhibits |
||||||
BSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
| March 31, 2003 |
December 31, 2002 |
|||||||
| (In Thousands, Except Share and Per Share Data) |
||||||||
| ASSETS |
||||||||
| Cash and due from banks |
$ |
44,108 |
|
$ |
46,912 |
| ||
| Investment securities available for sale, at fair value |
|
578,607 |
|
|
538,545 |
| ||
| Investment securities held to maturity (estimated fair value of $0 and $56,093, respectively) |
|
— |
|
|
55,373 |
| ||
| Federal Home Loan Bank of New York stock |
|
18,293 |
|
|
19,934 |
| ||
| Loans held for sale |
|
2,783 |
|
|
4,001 |
| ||
| Loans: |
||||||||
| Commercial |
|
478,833 |
|
|
492,171 |
| ||
| Residential real estate |
|
392,579 |
|
|
330,344 |
| ||
| Consumer |
|
368,689 |
|
|
377,961 |
| ||
| Commercial real estate |
|
157,000 |
|
|
146,955 |
| ||
| Total loans |
|
1,397,101 |
|
|
1,347,431 |
| ||
| Net deferred costs |
|
2,062 |
|
|
1,863 |
| ||
| Allowance for loan losses |
|
(65,944 |
) |
|
(63,250 |
) | ||
| Net loans |
|
1,333,219 |
|
|
1,286,044 |
| ||
| Bank premises and equipment, net |
|
15,097 |
|
|
14,545 |
| ||
| Accrued interest receivable |
|
9,363 |
|
|
9,875 |
| ||
| Other real estate owned and repossessed assets |
|
3,668 |
|
|
3,109 |
| ||
| Bank owned life insurance |
|
20,279 |
|
|
20,032 |
| ||
| Other assets |
|
30,834 |
|
|
36,297 |
| ||
| Total assets |
$ |
2,056,251 |
|
$ |
2,034,667 |
| ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Deposits |
$ |
1,448,879 |
|
$ |
1,442,756 |
| ||
| Borrowings |
|
400,524 |
|
|
378,118 |
| ||
| Other liabilities |
|
15,902 |
|
|
16,867 |
| ||
| Company obligated mandatorily redeemable preferred securities of subsidiaries, holding solely junior subordinated debentures of the Company (“Trust preferred securities”) |
|
48,000 |
|
|
48,000 |
| ||
| Total liabilities |
|
1,913,305 |
|
|
1,885,741 |
| ||
| Shareholders’ Equity: |
||||||||
| Preferred stock, par value $0.01 per share; 2,500,000 shares authorized; none issued |
|
— |
|
|
— |
| ||
| Common stock, par value $0.01 per share; 30,000,000 shares authorized; 11,683,399 and 11,660,726 shares issued |
|
117 |
|
|
117 |
| ||
| Additional paid-in capital |
|
41,992 |
|
|
41,704 |
| ||
| Retained earnings |
|
136,496 |
|
|
134,903 |
| ||
| Accumulated other comprehensive income |
|
8,107 |
|
|
8,970 |
| ||
| Treasury stock, at cost: 2,539,538 and 2,223,430 shares |
|
(43,766 |
) |
|
(36,768 |
) | ||
| Total shareholders’ equity |
|
142,946 |
|
|
148,926 |
| ||
| Total liabilities and shareholders’ equity |
$ |
2,056,251 |
|
$ |
2,034,667 |
| ||
See accompanying notes to unaudited interim consolidated financial statements.
1
Item 1—continued
BSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
| Three Months Ended March 31, | ||||||
| 2003 |
2002 | |||||
| (In Thousands, Except Per Share Data) | ||||||
| Interest income: |
||||||
| Interest and fees on loans |
$ |
22,220 |
$ |
26,318 | ||
| Interest on federal funds sold |
|
66 |
|
113 | ||
| Interest on investment securities |
|
7,089 |
|
7,119 | ||
| Interest on loans held for sale |
|
26 |
|
149 | ||
| Total interest income |
|
29,401 |
|
33,699 | ||
| Interest expense: |
||||||
| Interest on savings deposits |
|
416 |
|
649 | ||
| Interest on time deposits |
|
5,104 |
|
7,414 | ||
| Interest on money market deposit accounts |
|
1,092 |
|
1,484 | ||
| Interest on NOW accounts |
|
82 |
|
261 | ||
| Interest on borrowings |
|
3,424 |
|
3,036 | ||
| Interest on trust preferred securities |
|
778 |
|
609 | ||
| Total interest expense |
|
10,896 |
|
13,453 | ||
| Net interest income |
|
18,505 |
|
20,246 | ||
| Provision for loan losses |
|
3,968 |
|
5,200 | ||
| Net interest income after provision for loan losses |
|
14,537 |
|
15,046 | ||
| Non-interest income: |
||||||
| Service charges on deposit accounts |
|
1,225 |
|
1,243 | ||
| Checkcard interchange fees |
|
359 |
|
323 | ||
| Mortgage servicing fees |
|
145 |
|
212 | ||
| Fees and commissions-brokerage services |
|
222 |
|
252 | ||
| Trust fees |
|
278 |
|
353 | ||
| Income from bank owned life insurance |
|
247 |
|
— | ||
| Gain on sale of securities, net |
|
329 |
|
81 | ||
| Gain on sale of credit card portfolio, net |
|
— |
|
1,806 | ||
| Other income |
|
528 |
|
579 | ||
| Total non-interest income |
|
3,333 |
|
4,849 | ||
| Operating expense: |
||||||
| Salaries, pensions and other employee benefits |
|
6,503 |
|
6,386 | ||
| Building occupancy |
|
1,107 |
|
1,080 | ||
| Advertising and promotion |
|
334 |
|
174 | ||
| Professional fees |
|
736 |
|
509 | ||
| Data processing costs |
|
1,244 |
|
1,430 | ||
| Services |
|
752 |
|
797 | ||
| Other real estate owned and repossessed asset expenses, net |
|
159 |
|
166 | ||
| Other expenses |
|
1,228 |
|
1,302 | ||
| Total operating expense |
|
12,063 |
|
11,844 | ||
| Income before income taxes |
|
5,807 |
|
8,051 | ||
| Income tax expense |
|
1,930 |
|
3,007 | ||
| Net Income |
$ |
3,877 |
$ |
5,044 | ||
| Earnings per share: |
||||||
| Basic |
$ |
0.42 |
$ |
0.52 | ||
| Diluted |
$ |
0.41 |
$ |
0.51 | ||
See accompanying notes to unaudited interim consolidated financial statements.
2
Item 1—continued
BSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
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