UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission File Number: 000-20867
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)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.01, par value per share
(Title of each 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 the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the voting stock of the Registrant held by non-affiliates was approximately $23,664,000 as of June 30, 2004.
As of March 18, 2005, the Registrant had outstanding 1,140,595 shares of common stock.
Documents Incorporated by Reference
Selected portions of the definitive Proxy Statement for the Registrants Annual Meeting of Stockholders to be held on May 4, 2005 are incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
General
Park Bancorp, Inc. (the Company) is a bank holding company engaged in the business of banking through its wholly owned subsidiary, Park Federal Savings Bank (the Bank), and real estate development through its wholly owned subsidiary, PBI Development Corporation (PBI). The Bank is engaged in the business of retail banking, with operations conducted through its main office and two branch offices located in Chicago and Westmont, Illinois. The Bank also has two wholly owned subsidiaries. GPS Development Corp. (GPS) is an Illinois corporation, which participates in residential real estate development projects. GPS Corporation is an Illinois corporation, which conducts limited insurance activities.
The Bank attracts retail deposits from the general public in the areas surrounding its offices and invests those deposits, together with funds generated from operations and other borrowings, primarily in fixed-rate, one-to-four-family residential mortgage loans, and securities. The Bank invests, on a limited basis, in multi-family mortgage, commercial real estate, construction, land, and consumer loans. The Banks revenues are derived principally from interest on its loans and securities. The Banks primary sources of funds are deposits, advances from the Federal Home Loan Bank (FHLB), securities sold under repurchase agreements, and principal and interest payments on loans and securities.
Market Area and Competition
The Bank is a community-oriented savings bank. The Banks primary deposit gathering area is concentrated in the communities surrounding its offices, while its lending activities primarily include areas throughout Cook, DuPage, and Will Counties.
The Banks market area is both an urban and suburban area with the manufacturing industry as the major industrial group, followed by the services sector, and then the wholesale/retail sector. The Banks Chicago offices are located in diverse communities, which have a high percentage of customers of various ethnic backgrounds. Management of the Bank believes that its urban communities are stable, residential neighborhoods of predominantly one-to-four-family residences and low to middle income families. The Banks Westmont office is located in DuPage County, which consists predominantly of middle to upper income families.
The Bank does not formally track real estate values or construction starts in its primary market areas; however, the officers and directors of the Bank maintain relationships with area contractors and real estate agents, which enable them to continually monitor the trends in housing construction and real estate sales in the Banks primary market areas. In addition, the Bank obtains information on real estate sales on a periodic basis through public records. Management is not aware of any material adverse trends in real estate values in its market area.
2.
The Banks competition for loans comes principally from savings institutions, mortgage banking companies, and commercial banks. Its most direct competition for deposits has historically come from savings institutions, commercial banks, and credit unions. In addition, the Bank faces increasing competition for deposits and other financial products from nonbank institutions such as brokerage firms and insurance companies in such areas as short-term money market funds, corporate and government securities funds, mutual funds, and annuities.
Lending Activities
General. The Banks loan portfolio consists primarily of conventional first mortgage loans secured by one-to-four-family residences. At December 31, 2004, the Bank had total gross loans outstanding of $174.2 million, of which $96.0 million were one-to-four family residential mortgage loans, or 55.10% of the Banks total gross loans. The remainder of the portfolio consists of $27.5 million of multi-family mortgage loans, or 15.80% of total gross loans; $19.2 million of commercial real estate loans, or 11.05% of total gross loans; $15.6 million of construction and land loans, or 8.93% of total gross loans; and consumer and other loans of $15.9 million, or 9.12% of total gross loans. The Bank had no loans held for sale at December 31, 2004.
Loan Approval Procedures and Authority. The Board of Directors establishes the lending policies of the Bank and delegates lending authority and responsibility to the Executive Committee, a management committee of the Bank. All real estate loans must be approved by the Executive Committee. The maximum loan amount is $500,000 unless approved by the Board of Directors. Pursuant to Office of Thrift Supervision (OTS) regulations, loans to one borrower cannot exceed 15% of the Banks unimpaired capital and surplus without regulatory notification. The Bank has no loans to one borrower that are in excess of regulatory limits.
All table amounts throughout the Form 10-K are in thousands except share and per share data.
3.
The following table sets forth the composition of the Banks loan portfolio in dollar amounts and as a percentage of the portfolio at the dates indicated.
| At December 31, |
|||||||||||||||||||||||||||||||||||
| 2004 |
2003 |
2002 |
2001 |
2000 |
|||||||||||||||||||||||||||||||
| Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
Amount |
Percent of Total |
||||||||||||||||||||||||||
| Real estate |
|||||||||||||||||||||||||||||||||||
| Residential |
|||||||||||||||||||||||||||||||||||
| One-to-four-family |
$ | 95,966 | 55.10 | % | $ | 100,136 | 61.86 | % | $ | 96,351 | 62.46 | % | $ | 87,620 | 63.00 | % | $ | 71,375 | 70.23 | % | |||||||||||||||
| Multi-family |
27,527 | 15.80 | 19,167 | 11.84 | 17,977 | 11.65 | 17,279 | 12.43 | 10,924 | 10.75 | |||||||||||||||||||||||||
| Commercial |
19,247 | 11.05 | 16,998 | 10.50 | 9,607 | 6.23 | 8,548 | 6.15 | 5,316 | 5.23 | |||||||||||||||||||||||||
| Construction and land |
15,549 | 8.93 | 13,013 | 8.04 | 11,159 | 7.23 | 10,668 | 7.67 | 9,130 | 8.98 | |||||||||||||||||||||||||
| Consumer and other |
15,887 | 9.12 | 12,559 | 7.76 | 19,166 | 12.43 | 14,947 | 10.75 | 4,882 | 4.81 | |||||||||||||||||||||||||
| Total loans, gross |
174,176 | 100.00 | % | 161,873 | 100.00 | % | 154,260 | 100.00 | % | 139,062 | 100.00 | % | 101,627 | 100.00 | % | ||||||||||||||||||||
| Undisbursed portion of loans funds |
(4,802 | ) | (1,812 | ) | (5,226 | ) | (3,329 | ) | (3,763 | ) | |||||||||||||||||||||||||
| Deferred loan origination fees and unearned discounts |
(534 | ) | (526 | ) | (467 | ) | (445 | ) | (347 | ) | |||||||||||||||||||||||||
| Allowance for loan losses |
(1,374 | ) | (578 | ) | (574 | ) | (500 | ) | (500 | ) | |||||||||||||||||||||||||
| Total loans, net |
$ | 167,466 | $ | 158,957 | $ | 147,993 | $ | 134,788 | $ | 97,017 | |||||||||||||||||||||||||
4.
Loan Maturity. The following table shows the contractual maturity of the Banks gross loans at December 31, 2004. The table does not include principal prepayments.
| Real Estate Loans |
Consumer and Other |
Total Loans Receivable | ||||||||||||||||
| One-to-Four-Family |
Multi- Family |
-Commercial |
Construction and Land |
|||||||||||||||
| Amounts due |
||||||||||||||||||
| One year or less |
$ | 104 | $ | 1,325 | $ | 202 | $ | 9,226 | $ | 7,627 | $ | 18,484 | ||||||
| After one year |
||||||||||||||||||
| More than one year to three years |
214 | 5,850 | 1,844 | 5,821 | 1,954 | 15,683 | ||||||||||||
| More than three years to five years |
385 | 10,899 | 6,170 | 502 | 4,858 | 22,814 | ||||||||||||
| More than five years to ten years |
5,289 | 4,033 | 698 | | 1,448 | 11,468 | ||||||||||||
| More than ten years to twenty years |
34,043 | 5,420 | 10,333 | | | 49,796 | ||||||||||||
| More than twenty years |
55,931 | | | | | 55,931 | ||||||||||||
| Total due after December 31, 2005 |
95,862 | 26,202 | 19,045 | 6,323 | 8,260 | 155,692 | ||||||||||||
| Gross loans receivable |
$ | 95,966 | $ | 27,527 | $ | 19,247 | $ | 15,549 | $ | 15,887 | $ | 174,176 | ||||||
The following table sets forth at December 31, 2004 the dollar amount of total gross loans receivable contractually due after December 31, 2005 and whether such loans have fixed interest rates or adjustable interest rates.
| Due After December 31, 2005 | |||||||||
| Fixed |
Adjustable |
Total | |||||||
| Real estate loans |
|||||||||
| Residential |
|||||||||
| One-to-four-family |
$ | 88,981 | $ | 6,881 | $ | 95,862 | |||
| Multi-family |
25,307 | 895 | 26,202 | ||||||
| Commercial |
19,045 | | 19,045 | ||||||
| Construction and land |
6,323 | | 6,323 | ||||||
| Consumer and other |
1,969 | 6,291 | 8,260 | ||||||
| Total gross loans receivable |
$ | 141,625 | $ | 14,067 | $ | 155,692 | |||
Origination and Purchase of Loans. The Banks mortgage lending activities are conducted through its home office and two branch offices. Although the Bank may originate adjustable-rate mortgage loans, the substantial majority of the Banks loan originations are fixed-rate mortgage loans. While the Bank retains for its portfolio all of the mortgage loans that it originates, the Bank may, in the future, sell mortgage loans that it originates depending on market conditions and the financial condition of the Bank. The Bank has purchased loans or participated in loans originated by other institutions based upon the Banks investment needs and market opportunities.
5.
The following table sets forth the Banks loan originations, purchases, and principal repayments for the periods indicated:
| For the Year Ended December 31, |
||||||||||||
| 2004 |
2003 |
2002 |
||||||||||
| Beginning balance, net |
$ | 158,957 | $ | 147,993 | $ | 134,788 | ||||||
| Loans originated |
||||||||||||
| One-to-four-family |
19,431 | 37,967 | 30,553 | |||||||||
| Multi-family |
10,914 | 6,907 | 4,860 | |||||||||
| Commercial |
5,717 | 10,873 | 3,393 | |||||||||
| Construction and land |
11,747 | 9,405 | 9,832 | |||||||||
| Consumer |
2,655 | 3,373 | 2,570 | |||||||||
| Total loans originated |
50,464 | 68,525 | 51,208 | |||||||||
| Loans purchased |
12,024 | 7,605 | 16,238 | |||||||||
| 62,488 | 76,130 | 67,446 | ||||||||||
| Principal payments |
(50,193 | ) | (68,576 | ) | (52,270 | ) | ||||||
| Change in allowance for loan losses |
(796 | ) | (4 | ) | (74 | ) | ||||||
| Change in undisbursed loan funds |
(2,990 | ) | 3,414 | (1,897 | ) | |||||||
| Ending balance, net |
$ | 167,466 | $ | 158,957 | $ | 147,993 | ||||||
One-to-Four-Family Mortgage Lending. The Bank offers mortgage loans secured by one-to-four-family residences located in the Banks primary market area. Loan applications are obtained by the Banks loan officers through their contacts with the local real estate industry, customers, and members of the local communities. The Banks policy is to originate one-to-four-family residential mortgage loans in amounts up to 80% of the lower of the appraised value or the selling price of the property securing the loan and up to 95% of the appraised value or selling price if private mortgage insurance is obtained. The residential mortgage loans originated by the Bank are for maturity terms of up to 30 years.
The Bank offers adjustable rate mortgage (ARM) loans as a means of reducing its exposure to changes in interest rates. However, the volume and types of ARM loans originated by the Bank have been affected by such market factors as the level of interest rates, competition, consumer preferences, and the availability of funds. In recent years, the Bank has not originated a significant amount of ARM loans as compared to its originations of fixed-rate loans. ARM loans pose credit risks different from the risks inherent in fixed rate loans, primarily because as interest rates rise, the underlying payments of the borrower rise, thereby increasing the potential for default. The ARM loans currently offered by the Bank do not provide for initial deep discount teaser interest rates. Although the Bank will continue to offer ARM loans, there can be no assurance that in the future the Bank will be able to originate a sufficient volume of ARM loans to constitute a significant portion of the Banks loan portfolio.
Multi-Family Lending. The Bank originates multi-family mortgage loans secured by properties located in the Banks primary market area. The amount of multi-family loans originated by the Bank depends upon market conditions.
6.
Pursuant to the Banks current underwriting policies, a multi-family mortgage loan may be made in an amount up to 80% of the appraised value of the underlying property. In addition, the Bank generally requires a debt service ratio of 120%. Properties securing a multi-family loan are appraised by an independent appraiser. Title and property insurance are required on all multi-family loans.
The Banks underwriting policies require that the borrower be able to demonstrate strong management skills and the ability to maintain the property for current rental income. The borrower is required to present evidence of the ability to repay the mortgage and a satisfactory credit history. In making its assessment of the creditworthiness of the borrower, the Bank reviews the financial statements and the employment and credit history of the borrower as well as other related documentation. Loans secured by multi-family residential properties generally involve a greater degree of risk than one-to-four-family residential mortgage loans. Because payments on loans secured by multi-family properties are often dependent on successful operation or management of the properties, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks through its underwriting policies, which require such loans to be qualified at origination on the basis of the propertys income and debt coverage ratio.
Commercial Real Estate Lending. On a limited basis, the Bank originates commercial real estate loans that are generally secured by properties used for business purposes such as small office buildings or retail facilities located in its primary market areas. The Banks underwriting procedures provide that commercial real estate loans may be made in amounts up to the lesser of 80% of the appraised value of the property or the sales price. The Bank has generally required that the properties securing commercial real estate loans have debt service coverage ratios of at least 120%.
Loans secured by commercial real estate properties are generally larger and involve a greater degree of risk than one-to-four-family residential mortgage loans. Because payments on loans secured by commercial real estate properties are often dependent on successful operation or management of the properties, repayment of such loans is subject to adverse conditions in the real estate market or the economy. The Bank seeks to minimize these risks through its underwriting standards, which require such loans to be qualified on the basis of the propertys income and debt service ratio.
Construction and Land Lending. The Bank originates construction and land loans in its primary market areas. The Banks construction loans primarily are made to finance development of one-to-four-family residential properties. These loans are primarily fixed-rate loans with maturities of one year or less. The Banks policies provide that construction loans may be made in amounts up to 80% of the appraised value of the property for construction of one-to-four-family residences. The Bank requires an independent appraisal of the property. Loan proceeds are disbursed in increments as construction progresses and as regular inspections warrant. Land loans generally do not exceed 75% of the actual cost or current appraised value of the property, whichever is less.
7.
Construction lending may be viewed as involving a greater degree of risk than one-to-four family mortgage lending. The repayment of the construction loan is, to a great degree, dependent upon the successful and timely completion of the construction of the subject property. Construction delays or the financial impairment of the builder may further impair the borrowers ability to repay the loan.
Consumer and Other Lending. The Banks consumer and other loans generally consist of automobile loans, second mortgage loans, loans secured by deposits, commercial lines of credit secured by real estate, and participations purchased.
The Bank purchases one-to-four-family mortgage loans and loan participations from other financial institutions in its primary market area. At December 31, 2004, the Bank had $8.5 million in purchased mortgage loans and loan participations serviced by others, totaling 4.88% of the total loan portfolio at that date, primarily secured by one-to-four-family residences. The Bank may purchase loans to supplement reduced loan demand as needed and must meet the same underwriting criteria as loans originated by the Bank.
Delinquencies and Classified Assets. The Board of Directors and management perform a monthly review of all loans sixty days or more past due. The procedures taken by the Bank with respect to delinquencies vary depending on the nature of the loan and period of delinquency. The Bank sends the borrower a written notice of nonpayment after the loan is first past due. If the loan is not brought current and it becomes necessary to take legal action, which occurs after a loan is delinquent at least 60 days, the Bank may commence foreclosure proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan is foreclosed upon and sold.
Federal regulations and the Banks Classification of Assets Policy require that the Bank utilize an internal asset classification system as a means of reporting problem and potential problem assets. The Bank has incorporated the OTS internal asset classifications as a part of its credit monitoring system. The Bank currently classifies problem and potential problem assets as Substandard, Doubtful, or Loss assets, depending upon the severity of the delinquency status or repayment capacity of the borrower. The likelihood of collection on the loan declines with each classification, and assets classified as Loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss allowance is not warranted. Assets that do not currently expose the Bank to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated Special Mention.
The Banks Executive Committee reviews and classifies the Banks assets monthly and reports the results of its review to the Board of Directors. The Bank classifies assets in accordance with the management guidelines described above. At December 31, 2004, the Bank had $509,000 of assets classified as Special Mention, $2,616,000 of assets classified as Substandard, and $84,000 of assets classified as Doubtful. No assets were classified as Loss.
8.
Non-Accrual and Past-Due Loans. The following table sets forth information regarding nonaccrual loans,