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, 2004
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, 2004: 9,377,242 shares of common stock, $0.01 par value.
INDEX
| PAGE | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1: |
1 | |||
| Consolidated Statements of Income Three Months Ended March 31, 2004 and March 31, 2003 |
2 | |||
| Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2004 and March 31, 2003 |
3 | |||
| 4 | ||||
| Consolidated Statements of Cash Flows Three Months Ended March 31, 2004 and March 31, 2003 |
5-6 | |||
| Notes to Unaudited Interim Consolidated Financial Statements |
7-10 | |||
| Item 2: |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11-27 | ||
| Item 3: |
28 | |||
| Item 4: |
29 | |||
| PART II. |
OTHER INFORMATION |
|||
| Item 1: |
30 | |||
| Item 2: |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
30 | ||
| Item 3. |
30 | |||
| Item 4. |
30 | |||
| Item 5. |
30 | |||
| Item 6. |
30 | |||
| 31 | ||||
Part 1
Item 1
BSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
| (In Thousands, Except Share and Per Share Data) |
March 31, 2004 |
December 31, 2003 |
||||||
| ASSETS |
||||||||
| Cash and due from banks |
$ | 40,576 | $ | 45,670 | ||||
| Federal funds sold |
47,200 | 16,000 | ||||||
| Cash and cash equivalents |
87,776 | 61,670 | ||||||
| Investment securities available for sale, at fair value |
639,541 | 623,832 | ||||||
| Federal Home Loan Bank of New York stock |
20,041 | 19,541 | ||||||
| Loans held for sale |
678 | 1,144 | ||||||
| Loans: |
||||||||
| Commercial |
306,376 | 323,634 | ||||||
| Consumer |
351,539 | 367,412 | ||||||
| Residential real estate |
573,677 | 558,781 | ||||||
| Commercial real estate |
192,792 | 199,417 | ||||||
| Total loans |
1,424,384 | 1,449,244 | ||||||
| Net deferred costs |
2,992 | 2,953 | ||||||
| Allowance for loan losses |
(48,080 | ) | (47,421 | ) | ||||
| Net loans |
1,379,296 | 1,404,776 | ||||||
| Bank premises and equipment, net |
14,892 | 15,223 | ||||||
| Accrued interest receivable |
8,540 | 7,981 | ||||||
| Other real estate owned and repossessed assets |
832 | 1,231 | ||||||
| Bank owned life insurance |
41,522 | 41,054 | ||||||
| Other assets |
28,357 | 35,659 | ||||||
| Total assets |
$ | 2,221,475 | $ | 2,212,111 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Deposits |
$ | 1,580,617 | $ | 1,589,086 | ||||
| Borrowings |
420,599 | 410,768 | ||||||
| Other liabilities |
18,376 | 17,752 | ||||||
| Junior subordinated obligations issued to unconsolidated subsidiary trusts (Junior subordinated obligations) |
48,202 | 48,202 | ||||||
| Total liabilities |
2,067,794 | 2,065,808 | ||||||
| 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; 11,918,894 and 11,788,182 shares issued at March 31, 2004 and December 31, 2003, respectively |
119 | 118 | ||||||
| Additional paid-in capital |
47,524 | 44,243 | ||||||
| Retained earnings |
144,526 | 142,743 | ||||||
| Accumulated other comprehensive income |
5,463 | 3,049 | ||||||
| Treasury stock, at cost: 2,544,251 and 2,541,668 shares at March 31, 2004 and December 31, 2003, respectively |
(43,951 | ) | (43,850 | ) | ||||
| Total shareholders’ equity |
153,681 | 146,303 | ||||||
| Total liabilities and shareholders’ equity |
$ | 2,221,475 | $ | 2,212,111 | ||||
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 | ||||||
| (In Thousands, Except Per Share Data) |
March 31, 2004 |
March 31, 2003 | ||||
| Interest income: |
||||||
| Interest and fees on loans |
$ | 20,412 | $ | 22,195 | ||
| Interest on federal funds sold |
93 | 66 | ||||
| Interest on investment securities |
7,060 | 7,089 | ||||
| Interest on loans held for sale |
22 | 26 | ||||
| Total interest income |
27,587 | 29,376 | ||||
| Interest expense: |
||||||
| Interest on savings deposits |
273 | 416 | ||||
| Interest on time deposits |
4,438 | 5,104 | ||||
| Interest on money market deposit accounts |
1,279 | 1,092 | ||||
| Interest on NOW accounts |
71 | 82 | ||||
| Interest on borrowings |
3,558 | 3,424 | ||||
| Interest on junior subordinated obligations |
738 | — | ||||
| Interest on trust preferred securities |
— | 778 | ||||
| Total interest expense |
10,357 | 10,896 | ||||
| Net interest income |
17,230 | 18,480 | ||||
| Provision for loan losses |
1,620 | 3,968 | ||||
| Net interest income after provision for loan losses |
15,610 | 14,512 | ||||
| Non-interest income: |
||||||
| Service charges on deposit accounts |
1,162 | 1,250 | ||||
| Checkcard interchange fees |
330 | 359 | ||||
| Mortgage servicing fees |
171 | 145 | ||||
| Fees and commissions - brokerage services |
183 | 222 | ||||
| Trust fees |
326 | 278 | ||||
| Income from bank owned life insurance |
468 | 247 | ||||
| Gain on sale of securities, net |
34 | 329 | ||||
| Other income |
554 | 528 | ||||
| Total non-interest income |
3,228 | 3,358 | ||||
| Operating expense: |
||||||
| Salaries, pensions and other employee benefits |
7,098 | 6,503 | ||||
| Building occupancy |
1,223 | 1,107 | ||||
| Advertising and promotion |
450 | 334 | ||||
| Professional fees |
434 | 736 | ||||
| Data processing costs |
1,090 | 1,244 | ||||
| Services |
717 | 752 | ||||
| Merger related expenses |
172 | — | ||||
| Other real estate owned and repossessed asset expenses, net |
119 | 159 | ||||
| Other expenses |
1,387 | 1,228 | ||||
| Total operating expense |
12,690 | 12,063 | ||||
| Income before income taxes |
6,148 | 5,807 | ||||
| Income tax expense |
2,031 | 1,930 | ||||
| Net income |
$ | 4,117 | $ | 3,877 | ||
| Earnings per share: |
||||||
| Basic |
$ | 0.44 | $ | 0.42 | ||
| Diluted |
$ | 0.43 | $ | 0.41 | ||
See accompanying notes to unaudited interim consolidated financial statements.
2
Item - continued
BSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
| Three Months Ended March 31, |
||||||||
| (Dollars in Thousands) |
2004 |
2003 |
||||||
| Net income |
$ | 4,117 | $ | 3,877 | ||||
| Other comprehensive income (loss): |
||||||||
| Unrealized net holding gains (losses) on securities available for sale arising during the year |
4,071 | (1,426 | ) | |||||
| Net unrealized gains on securities transferred |
||||||||
| from held to maturity to available for sale |
— | 312 | ||||||
| Reclassification adjustment for net realized |
||||||||
| gains included in net income |
(34 | ) | (329 | ) | ||||
| Other comprehensive income (loss), before income tax |
4,037 | (1,443 | ) | |||||
| Income tax (benefit) expense on other comprehensive income (loss) |
(1,623 | ) | 580 | |||||
| Total other comprehensive income (loss), net of tax |
2,414 | (863 | ) | |||||
| Comprehensive income |
$ | 6,531 | $ | 3,014 | ||||
See accompanying notes to unaudited interim consolidated financial statements.
3
Item 1 - continued
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited)
(In Thousands, Except Share and Per Share Data)
| Three Months Ended March 31, 2003 |
Number of Shares Issued |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Treasury Stock |
Total |
|||||||||||||||||
| Balance at December 31, 2002 |
11,660,726 | $ | 117 | $ | 41,704 | $ | 134,903 | $ | 8,970 | $ | (36,768 | ) | $ | 148,926 | ||||||||||
| Net income |
3,877 | 3,877 | ||||||||||||||||||||||
| Other comprehensive loss |
(863 | ) | (863 | ) | ||||||||||||||||||||
| Comprehensive income |
3,014 | |||||||||||||||||||||||
| Stock options exercised, net |
22,673 | 288 | 288 | |||||||||||||||||||||
| Cash dividend paid on common stock ($0.25 per share) |
(2,284 | ) | (2,284 | ) | ||||||||||||||||||||
| Treasury stock purchased (316,108 shares) |
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