SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACTIVITIES OF 1934
For the quarterly period ended June 30, 2004
PARK BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
36-4082530
(IRS Employer Identification No.)
5400 South Pulaski Road, Chicago, Illinois
(Address of Principal Executive Offices)
60632
(ZIP Code)
(773) 582-8616
(Registrants 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 x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12 b-2 of the Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable date.
As of July 31, 2004, the Registrant had outstanding 1,145,195 shares of common stock.
Form 10-Q Quarterly Report
Index
| Page | ||||||
| PART I - Financial Information |
||||||
| Item 1 | Financial Statements | 1 | ||||
| Item 2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 7 | ||||
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 9 | ||||
| Item 4 | Controls and Procedures | 10 | ||||
| PART II - Other Information |
||||||
| Item 1 | Legal Proceedings | 11 | ||||
| Item 2 | Changes in Securities | 11 | ||||
| Item 3 | Defaults Upon Senior Securities | 11 | ||||
| Item 4 | Submission of Matters to a Vote of Securities Holders | 11 | ||||
| Item 5 | Other Information | 11 | ||||
| Item 6 | Exhibits and Reports on Form 8-K | 11 | ||||
| 12 | ||||||
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains certain forward-looking statements within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Park Bancorp, Inc. (the Company) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995 as amended and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words such as believe, expect, intend, anticipate, estimate, project, or similar expressions. The Companys ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on the operations and future prospects of the Company and its wholly owned subsidiaries include, but are not limited to, changes in: interest rates; the economic health of the local real estate market; general economic conditions; legislative/regulatory provisions; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Companys market area; and accounting principles, policies, and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements
Park Bancorp, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands of dollars, except share data)
(Unaudited)
| June 30, 2004 |
December 31, 2003 |
|||||||
| ASSETS |
||||||||
| Cash and due from banks |
$ | 2,734 | $ | 3,719 | ||||
| Federal funds sold |
3,828 | 3,376 | ||||||
| Interest-bearing deposit accounts in other financial institutions |
5,347 | 3,986 | ||||||
| Total cash and cash equivalents |
11,909 | 11,081 | ||||||
| Time deposits with other financial institutions |
1,169 | 1,151 | ||||||
| Securities available-for-sale |
64,217 | 72,058 | ||||||
| Loans receivable, net |
167,792 | 158,957 | ||||||
| Federal Home Loan Bank stock |
12,430 | 10,109 | ||||||
| Premises and equipment, net |
4,742 | 4,627 | ||||||
| Accrued interest receivable |
1,211 | 1,244 | ||||||
| Bank-owned life insurance |
5,738 | 5,627 | ||||||
| Other assets |
1,577 | 1,209 | ||||||
| Total assets |
$ | 270,785 | $ | 266,063 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Liabilities |
||||||||
| Deposits |
||||||||
| Non-interest-bearing |
$ | 6,537 | $ | 6,099 | ||||
| Interest-bearing |
163,621 | 164,363 | ||||||
| Total deposits |
170,158 | 170,462 | ||||||
| Securities sold under repurchase agreements |
3,945 | 6,904 | ||||||
| Advances from borrowers for taxes and insurance |
2,252 | 2,081 | ||||||
| Federal Home Loan Bank advances |
63,242 | 55,175 | ||||||
| Accrued interest payable |
346 | 364 | ||||||
| Other liabilities |
969 | 1,537 | ||||||
| Total liabilities |
240,912 | 236,523 | ||||||
| Stockholders Equity |
||||||||
| Preferred stock, $.01 par value per share, authorized 1,000,000 shares; none issued and outstanding |
| | ||||||
| Common stock, $.01 par value per share, authorized 9,000,000 shares; issued 2,733,138 and 2,733,138 shares |
27 | 27 | ||||||
| Additional paid-in capital |
27,661 | 27,515 | ||||||
| Retained earnings |
29,879 | 29,005 | ||||||
| Treasury stock, 1,587,943 and 1,580,943 shares, at cost |
(26,943 | ) | (26,731 | ) | ||||
| Unearned ESOP shares |
(763 | ) | (833 | ) | ||||
| Accumulated other comprehensive income |
12 | 557 | ||||||
| Total stockholders equity |
29,873 | 29,540 | ||||||
| Total liabilities and stockholders equity |
$ | 270,785 | $ | 266,063 | ||||
See notes to consolidated financial statements.
1
Park Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income
(In thousands of dollars, except share data)
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||
| Interest income |
||||||||||||
| Loans receivable |
$ | 2,562 | $ | 2,489 | $ | 5,177 | $ | 5,058 | ||||
| Securities |
741 | 670 | 1,580 | 1,477 | ||||||||
| Other interest-bearing deposits |
39 | 105 | 67 | 188 | ||||||||
| Total |
3,342 | 3,264 | 6,824 | 6,723 | ||||||||
| Interest expense |
||||||||||||
| Deposits |
770 | 1,003 | 1,552 | 2,055 | ||||||||
| Federal Home Loan Bank advances and other borrowings |
506 | 591 | 993 | 1,163 | ||||||||
| Total |
1,276 | 1,594 | 2,545 | 3,218 | ||||||||
| Net interest income |
2,066 | 1,670 | 4,279 | 3,505 | ||||||||
| Provision for loan losses |
| | | | ||||||||
| Net interest income after provision for loan losses |
2,066 | 1,670 | 4,279 | 3,505 | ||||||||
| Noninterest income |
||||||||||||
| Gain on sale of securities available-for-sale |
54 | 51 | 182 | 119 | ||||||||
| Service fee income |
73 | 86 | 150 | 175 | ||||||||
| Earnings on bank-owned life insurance |
66 | 72 | 134 | 144 | ||||||||
| Other operating income |
11 | 13 | 54 | 24 | ||||||||
| Total noninterest income |
204 | 222 | 520 | 462 | ||||||||
| Noninterest expense |
||||||||||||
| Compensation and benefits |
841 | 844 | 1,803 | 1,702 | ||||||||
| Occupancy and equipment |
213 | 155 | 431 | 311 | ||||||||
| Other operating expenses |
360 | 305 | 704 | 636 | ||||||||
| Total noninterest expense |
1,414 | 1,304 | 2,938 | 2,649 | ||||||||
| Income before income taxes |
856 | 588 | 1,861 | 1,318 | ||||||||
| Income tax expense |
292 | 193 | 633 | 434 | ||||||||
| Net income |
$ | 564 | $ | 395 | $ | 1,228 | $ | 884 | ||||
| Basic earnings per share |
$ | .53 | $ | .36 | $ | 1.15 | $ | .80 | ||||
| Diluted earnings per share |
$ | .48 | $ | .34 | $ | 1.05 | $ | .75 | ||||
See notes to consolidated financial statements.
2
Park Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands of dollars)
(Unaudited)
| Six Months Ended June 30, |
||||||||
| 2004 |
2003 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 1,228 | $ | 884 | ||||
| Adjustments to reconcile net income to net cash from (used in) operating activities |
||||||||
| Net premium amortization on securities |
78 | 149 | ||||||
| Gain on sale of securities available-for-sale |
(182 | ) | (119 | ) | ||||
| Net Earnings on bank-owned life insurance |
(111 | ) | (126 | ) | ||||
| Depreciation |
210 | 150 | ||||||
| ESOP compensation expense |
216 | 182 | ||||||
| Federal Home Loan Bank stock dividends |
(321 | ) | (278 | ) | ||||
| Net change in: |
||||||||
| Accrued interest receivable |
33 | 50 | ||||||
| Accrued interest payable |
(18 | ) | (255 | ) | ||||
| Other assets |
(602 | ) | (147 | ) | ||||
| Other liabilities |
(568 | ) | 2,813 | |||||
| Net cash from operating activities |
(37 | ) | 3,303 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Purchase of securities available-for-sale |
(6,534 | ) | (14,466 | ) | ||||
| Proceeds from sales, calls, and maturities of securities available-for-sale |
7,141 | 4,064 | ||||||
| Principal repayments on mortgage-backed securities |
7,009 | 7,270 | ||||||
| Net increase in loans |
(8,835 | ) | (1,968 | ) | ||||
| Purchase of Federal Home Loan Bank stock |
(2,000 | ) | (3,500 | ) | ||||
| Purchase of premises and equipment |
(325 | ) | (380 | ) | ||||
| Net cash from investing activities |
(3,544 | ) | (8,980 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Net change in deposits |
(304 | ) | 11,039 | |||||
| Net change in repurchase agreements |
(2,959 | ) | (2,186 | ) | ||||
| Net change in advances from borrowers for taxes and insurance |
171 | 14 | ||||||
| Federal Home Loan Bank advances |
9,067 | 9,025 | ||||||
| Repayment of Federal Home Loan Bank advances |
(1,000 | ) | | |||||
| Dividends paid |
(354 | ) | (330 | ) | ||||
| Stock options exercised |
| 8 | ||||||
| Purchase of treasury stock |
(212 | ) | (763 | ) | ||||
| Net cash from financing activities |
4,409 | 16,807 | ||||||
| Net change in cash and cash equivalents |
828 | 11,130 | ||||||
| Cash and cash equivalents at beginning of period |
11,081 | 23,998 | ||||||
| Cash and cash equivalents at end of period |
$ | 11,909 | $ | 35,128 | ||||
| Supplemental disclosures of cash flow information |
||||||||
| Cash due from broker |
| |||||||