UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 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 No. 0-18014
PAMRAPO BANCORP, INC.
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 22-2984813 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
611 AVENUE C, BAYONNE, NEW JERSEY 07002
(Address and zip code of principal executive offices)
Registrants telephone number, including area code: (201) 339-4600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
(Title of class)
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value, based upon the last sales price as quoted on The Nasdaq Stock Market for June 30, 2004, of the common stock held by non-affiliates of the registrant, i.e., persons other than directors and executive officers of the registrant, is approximately $86,975,500.
The Registrant had 4,975,542 shares of Common Stock outstanding as of March 9, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the year ended December 31, 2004 are incorporated by reference into Parts I and II of this Form 10-K.
Portions of the Proxy Statement for the 2005 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
INDEX
Forward-Looking Statements
This Form 10-K may include certain forward-looking statements based on current management expectations. The actual results of Pamrapo Bancorp, Inc. (the Company) could differ materially from those management expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of loan and investment portfolios of Pamrapo Savings Bank, SLA, the Companys wholly-owned subsidiary (the Bank), changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Companys operations, markets, products, services and prices.
PART I
Pamrapo Bancorp, Inc. (also referred to as the Company or the Registrant) was incorporated under Delaware law on June 26, 1989 and changed its state of incorporation from Delaware to New Jersey on March 29, 2001. On November 10, 1989, the Registrant acquired Pamrapo Savings Bank, S.L.A. (the Bank or Pamrapo) as a part of the Banks conversion from a New Jersey chartered savings association in mutual form to a New Jersey chartered stock savings association. The Registrant is a savings and loan holding company and is subject to regulation by the Office of Thrift Supervision (OTS), the Federal Deposit Insurance Corporation (FDIC) and the Securities and Exchange Commission (SEC). Currently, the Registrant does not transact any material business other than through its sole subsidiary, the Bank.
Pamrapo was organized in 1887 as Pamrapo Building and Loan Association. On October 6, 1952, it changed its name to Pamrapo Savings and Loan Association, a New Jersey chartered savings and loan association in mutual form, and in 1988 it changed its name to Pamrapo Savings Bank, S.L.A. The Banks principal office is located in Bayonne, New Jersey. Its deposits are insured up to applicable limits by the Savings Association Insurance Fund (the SAIF) which is administered by the FDIC. At December 31, 2004, the Bank had total assets of $639.9 million, deposits of $493.4 million and stockholders equity of $51.0 million before elimination of intercompany accounts with the Company.
As a community-oriented institution, the Bank is principally engaged in attracting retail deposits from the general public and investing those funds in fixed-rate one- to four-family residential mortgage loans and, to a lesser extent, in multi-family residential mortgage loans, commercial real estate loans, home equity and second mortgage loans, consumer loans and mortgage-backed securities. The Banks revenues are derived principally from interest on loans and mortgage-backed securities, interest and dividends on investment securities and short-term investments, and other fees and service charges. The Banks primary sources of funds are deposits and, to a lesser extent, Federal Home Loan Bank of New York (FHLB-NY) advances and other borrowings.
Market Area
The Bank, which is headquartered in Bayonne, New Jersey, conducts its business through ten retail banking offices, seven of which are located in Bayonne, New Jersey, one in Hoboken, New Jersey, one in Fort Lee, New Jersey, and one in Monroe, New Jersey. The Banks deposit base is located primarily in Hudson County, with a large concentration in Bayonne, an older, stable, residential community of one-family and two-family residences and middle income families who have lived in the area for many years. The communities in which the Banks branches are located are strategically located in the New York City metropolitan area and many residents of these communities commute to Manhattan to work on a daily basis. The Banks lending activities have also been concentrated in Hudson County and to a lesser extent in Bergen, Monmouth, Middlesex and Ocean Counties, areas which have had a high level of new development in recent years.
1
Lending Activities
General. Pamrapo principally originates fixed-rate mortgage loans on one- to four-family residential dwellings for retention in its own portfolio. The Bank also originates acquisition, development and construction loans in addition to multi-family and commercial real estate loans. At December 31, 2004, the Banks total gross loans outstanding amounted to $402.6 million, of which $263.4 million consisted of loans secured by one- to four-family residential properties, $18.3 million consisted of construction and land loans, and $117.8 million consisted of loans secured by multi-family and commercial real estate. Substantially all of the Banks real estate loan portfolio consists of conventional mortgage loans.
2
LOAN PORTFOLIO COMPOSITION
The following table sets forth the composition of the Banks loan and mortgage-backed securities portfolios in dollar amounts and in percentages at the dates indicated:
| At December 31, |
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| 2000 |
2001 |
2002 |
2003 |
2004 |
||||||||||||||||||||||||||||||
| Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
|||||||||||||||||||||||||
| Real Estate Mortgage Loans: |
|
|||||||||||||||||||||||||||||||||
| Permanent: |
||||||||||||||||||||||||||||||||||
| Fixed-rate |
$ | 242,769 | 78.54 | % | $ | 300,778 | 81.46 | % | $ | 320,715 | 82.26 | % | $ | 308,437 | 81.46 | % | $ | 319,043 | 80.61 | % | ||||||||||||||
| Adjustable rate |
3,900 | 1.26 | 2,757 | .75 | 2,137 | .55 | 1,804 | .48 | 3,039 | .77 | ||||||||||||||||||||||||
| Construction(1) |
10,594 | 3.43 | 8,471 | 2.29 | 7,893 | 2.02 | 12,599 | 3.32 | 18,272 | 4.61 | ||||||||||||||||||||||||
| Total mortgage loans |
257,263 | 83.23 | 312,006 | 84.50 | 330,745 | 84.83 | 322,840 | 85.26 | 340,354 | 85.99 | ||||||||||||||||||||||||
| Commercial Loans |
928 | .30 | 1,263 | .34 | 658 | .17 | 407 | .11 | 659 | .17 | ||||||||||||||||||||||||
| Consumer Loans: |
||||||||||||||||||||||||||||||||||
| Passbook or certificate |
691 | .22 | 689 | .19 | 552 | .14 | 586 | .16 | 733 | .19 | ||||||||||||||||||||||||
| Home improvement |
561 | .18 | 576 | .16 | 336 | .09 | 229 | .06 | 133 | .03 | ||||||||||||||||||||||||
| Equity and second mortgages |
52,255 | 16.91 | 56,958 | 15.42 | 59,234 | 15.19 | 59,758 | 15.78 | 59,015 | 14.91 | ||||||||||||||||||||||||
| Automobile |
1,545 | .50 | 1,484 | .40 | 1,243 | 32 | 734 | .19 | 637 | .16 | ||||||||||||||||||||||||
| Personal |
1,785 | .58 | 1,294 | .35 | 1,298 | .33 | 1,144 | .30 | 1,041 | .26 | ||||||||||||||||||||||||
| Total consumer loans |
56,837 | 18.39 | 61,001 | 16.52 | 62,663 | 16.07 | 62,451 | 16.49 | 61,559 | 15.55 | ||||||||||||||||||||||||
| Total loans |
315,028 | 101.92 | 374,270 | 101.36 | 394,066 | 101.07 | 385,698 | 101.86 | 402,572 | 101.71 | ||||||||||||||||||||||||
| Less: |
||||||||||||||||||||||||||||||||||
| Allowance for loan losses |
1,950 | .63 | 2,150 | .58 | 2,550 | .65 | 2,515 | .66 | 2,495 | .63 | ||||||||||||||||||||||||
| Loans in process |
2,925 | .94 | 2,272 | .62 | 1,882 | .48 | 5,168 | 1.36 | 5,155 | 1.30 | ||||||||||||||||||||||||
| Deferred loan fees (costs) and discounts |
1,071 | .35 | 609 | .16 | (231 | ) | (.06 | ) | (626 | ) | (.16 | ) | (878 | ) | (.22 | ) | ||||||||||||||||||
| Total |
5,946 | 1.92 | 5,031 | 1.36 | 4,201 | 1.07 | 7,057 | 1.86 | 6,772 | 1.71 | ||||||||||||||||||||||||
| Total net loans |
$ | 309,082 | 100.00 | % | $ | 369,239 | 100.00 | % | $ | 389,865 | 100.00 | % | $ | 378,641 | 100.00 | % | $ | 395,800 | 100.00 | % | ||||||||||||||
| Mortgage-Backed Securities: |
|
|||||||||||||||||||||||||||||||||
| GNMA(2) |
$ | 2,768 | 2.25 | % | $ | 2,046 | 1.63 | % | $ | 1,214 | .82 | % | $ | 682 | .31 | % | $ | 421 | .21 | % | ||||||||||||||
| FHLMC(3)(6) |
93,218 | 75.81 | 81,581 | 64.98 | 99,981 | 67.38 | 147,341 | 66.98 | 140,821 | 69.99 | ||||||||||||||||||||||||
| FNMA(4)(6) |
26,864 | 21.85 | 41,649 | 33.17 | 38,846 | 26.18 | 55,246 | 25.12 | 42,660 | 21.20 | ||||||||||||||||||||||||
| CMO(5) |
| | | | 7,670 | 5.17 | 15,054 | 6.84 | 16,027 | 7.97 | ||||||||||||||||||||||||