UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
PARK BANCORP, INC.
(Exact name of registrant as specified in its charter)
0-20867 (Commission file number)
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
(Registrant's 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
As of October 31, 2002, the Registrant had outstanding 1,227,995 shares of
common stock.
PARK BANCORP, INC.
Form 10-Q Quarterly Report
Index
Page
----
PART I - Financial Information
Item 1 Financial Statements 1
Item 2 Management's 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 11
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
SIGNATURES 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. 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 "believe," "expect,"
"intend," "anticipate," "estimate," "project," or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors that could have a material adverse
affect on the operations and future prospects of the Company and its
wholly-owned subsidiaries include, but are not limited to, changes in: interest
rates; 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 Company's 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. Further information concerning the Company and
its business, including additional factors that could
materially affect the Company's financial results, is included in the Company's
filings with the Securities and Exchange Commission.
PARK BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
2002 2001
--------- ---------
ASSETS
Cash and due from banks $ 1,256 $ 905
Federal funds sold 10,688 22,777
Interest-bearing deposit accounts in other financial institutions 7,105 4,227
--------- ---------
Total cash and cash equivalents 19,049 27,909
Securities available-for-sale 58,297 65,704
Loans receivable, net 150,175 134,788
Federal Home Loan Bank stock 5,327 5,133
Premises and equipment, net 2,933 2,712
Accrued interest receivable 1,575 1,659
Bank-owned life insurance 5,315 5,109
Other assets 377 434
--------- ---------
TOTAL ASSETS $ 243,048 $ 243,448
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 161,552 $ 163,074
Securities sold under repurchase agreements 10,249 10,658
Federal Home Loan Bank advances 38,000 39,000
Advances from borrowers for taxes and insurance 2,424 2,027
Accrued interest payable 129 830
Other liabilities 1,230 581
--------- ---------
Total liabilities 213,584 216,170
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 1,000,000 shares authorized;
none issued or outstanding -- --
Common stock, $.01 par value, 9,000,000 shares authorized;
2,718,731 and 2,701,441 shares issued at September and
December, respectively 27 27
Additional paid-in capital 27,012 26,600
Retained earnings 27,014 25,845
Treasury stock at cost - 1,488,736 and 1,470,536 shares, at cost (24,376) (24,019)
Unearned ESOP shares (1,017) (1,131)
Accumulated other comprehensive income (loss) 804 (44)
--------- ---------
Total stockholders' equity 29,464 27,278
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 243,048 $ 243,448
========= =========
See notes to consolidated financial statements.
1
PARK BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
(UNAUDITED)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------ ------------------
2002 2001 2002 2001
------- ------- ------- -------
Interest income
Loans receivable $ 2,763 $ 2,302 $ 8,020 $ 6,325
Securities and other 778 1,956 2,868 6,288
Other interest-bearing deposits 98 -- 217 --
------- ------- ------- -------
Total 3,639 4,258 11,105 12,613
Interest expense
Deposits and repurchase agreements 1,321 2,273 4,317 6,290
Federal Home Loan Bank advances 514 336 1,526 1,462
------- ------- ------- -------
Total 1,835 2,609 5,843 7,752
------- ------- ------- -------
Net interest income 1,804 1,649 5,262 4,861
Provision for loan losses 30 -- 80 --
------- ------- ------- -------
Net interest income after provision for
loan losses 1,774 1,649 5,182 4,861
Noninterest income
Gain on sale of real estate held for expansion -- -- 126 --
Gain on sale of securities available-for-sale 54 77 317 325
Service fee income 72 116 209 223
Other operating income 66 18 235 138
------- ------- ------- -------
Total noninterest income 192 211 887 686
Noninterest expense
Compensation and benefits 786 725 2,287 2,360
Occupancy and equipment 179 159 491 456
Other operating expenses 325 285 923 782
------- ------- ------- -------
Total noninterest expense 1,290 1,169 3,701 3,598
------- ------- ------- -------
Income before income taxes 676 691 2,368 1,949
Income tax expense 215 239 763 656
------- ------- ------- -------
Net income $ 461 $ 452 $ 1,605 $ 1,293
======= ======= ======= =======
Basic earnings per share $ .41 $ .39 $ 1.43 $ .93
Diluted earnings per share $ .39 $ .38 $ 1.38 $ .92
Comprehensive income $ 1,030 $ 2,228 $ 2,409 $ 4,368
======= ======= ======= =======
See notes to consolidated financial statements.
2
PARK BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,605 $ 1,293
Adjustments to reconcile net income to net cash from
operating activities
Net premium amortization on securities 26 12
Gain on sale of securities available-for-sale (316) (325)
Gain on sale of real estate held for expansion (126) --
Increase in cash surrender value (206) --
Provision for loan losses 80 --
Depreciation 228 180
ESOP compensation expense 254 203
MRP compensation expense -- 223
FHLB stock dividends (194) (122)
Dividend reinvestments (129) (33)
Net change in:
Accrued interest receivable 84 449
Accrued interest payable (701) 443
Other assets 29 --
Other liabilities 217 --
-------- --------
Net cash from operating activities 851 2,323
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale (28,574) (6,059)
Maturities and calls of securities available-for-sale 26,720 46,150
Proceeds from sales of securities available-for-sale 5,523 1,458
Principal repayments on mortgage-backed securities 5,437 5,071
Net change in loans (15,467) (28,533)
Net change in real estate held for development -- 276
Proceeds from sale of real estate held for expansion 154 --
Purchases of FHLB stock -- (2,000)
Purchase of premises and equipment (449) (538)
-------- --------
Net cash from investing activities (6,656) 15,825
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (1,522) 18,557
Net change in repurchase agreements (409) (6,322)
Net change in advances from borrowers for taxes and insurance 397 633
Net change in Federal Home Loan Bank advances (1,000) 5,000
Dividends paid (436) (478)
Stock options exercised 272 --
Purchase of treasury stock (357) (5,273)
-------- --------
Net cash from financing activities (3,055) 12,117
-------- --------
Net change in cash and cash equivalents (8,860) 30,265
Cash and cash equivalents at beginning of period 27,909 4,066
-------- --------
Cash and cash equivalents at end of period $ 19,049 $ 34,331
======== ========
See notes to consolidated financial statements.
3
PARK BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY NINE MONTHS
ENDED SEPTEMBER 30, 2002 AND 2001
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)
(UNAUDITED)
Additional Unearned Unearned
Common Paid-in Retained ESOP MRP
Stock Capital Earnings Shares Awards
-------- -------- -------- -------- --------
2001
- ----
Balance at January 1, 2001 $ 27 $ 26,486 $ 24,852 $ (1,290) $ (223)
Comprehensive income
Net income -- 1,293 -- --
Change in fair value of securities
available-for-sale, net of reclassification
and tax effects -- -- -- -- --
Total comprehensive income
Purchase of 298,900 shares of treasury stock -- -- -- -- --
Dividends declared ($.36 per share) -- -- (478) -- --
ESOP shares earned -- 84 -- 119 --
MRP shares earned -- -- -- -- 223
-------- -------- -------- -------- --------
Balance at September 30, 2001 $ 27 $ 26,570 $ 25,667 $ (1,171) $ --
======== ======== ======== ======== ========
2002
- ----
Balance at January 1, 2002 $ 27 $ 26,600 $ 25,845 $ (1,131) $ --
Comprehensive income
Net income -- -- 1,605 -- --
Change in fair value of securities
available-for-sale, net of reclassification
and tax effects -- -- -- -- --
Total comprehensive income
Exercise of 17,290 stock options -- 272 -- -- --
Purchase of 18,200 shares of treasury stock -- -- -- -- --
Dividends declared ($.36 per share) -- -- (436) -- --
ESOP shares earned -- 140 -- 114 --
-------- -------- -------- -------- --------
Balance at September 30, 2002 $ 27 $ 27,012 $ 27,014 $ (1,017) $ --
======== ======== ======== ======== ========
[WIDE TABLE CONTINUED FROM ABOVE]
Accumulated
Other Total
Compre- Stock-
Treasury hensive holders'
Stock Income (Loss) Equity
-------- -------- --------
2001
- ----
Balance at January 1, 2001 $(17,956) $ (2,617) $ 29,279
Comprehensive income
Net income -- -- 1,293
Change in fair value of securities
available-for-sale, net of reclassification
and tax effects -- 3,075 3,075
--------
Total comprehensive income 4,368
Purchase of 298,900 shares of treasury stock (5,273) -- (5,273)
Dividends declared ($.36 per share) -- -- (478)
ESOP shares earned -- -- 203
MRP shares earned -- -- 223
-------- -------- --------
Balance at September 30, 2001 $(23,229) $ 458 $ 28,322
======== ======== ========
2002
- ----
Balance at January 1, 2002 $(24,019) $ (44) $ 27,278
Comprehensive income
Net income -- -- 1,605
Change in fair value of securities
available-for-sale, net of reclassification
and tax effects -- 848 848
--------
Total comprehensive income 2,409
Exercise of 17,290 stock options -- -- 272
Purchase of 18,200 shares of treasury stock (357) -- (357)
Dividends declared ($.36 per share) -- -- (436)
ESOP shares earned -- -- 254
-------- -------- --------
Balance at September 30, 2002 $(24,376) $ 804 $ 29,464
======== ======== ========
See notes to consolidated financial statements.
4
PARK BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(table amounts in thousands of dollars, except share data)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements include the
accounts of Park Bancorp, Inc. (the Company) and its wholly-owned subsidiaries,
Park Federal Savings Bank (the Bank) and PBI Development Company (PBI), and the
Bank's subsidiaries, GPS Company and GPS Development Company (GPS), as of
September 30, 2002 and December 31, 2001 and for the nine-month and three-month
periods ended September 30, 2002 and 2001. Significant intercompany accounts and
transactions have been eliminated in consolidation.
The accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain disclosures required by generally accepted accounting
principles are not included herein. These interim statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's 2001 Annual Report on Form 10-K filed with the
Securities and Exchange Commission. The December 31, 2001 balance sheet
presented herein has been derived from the audited financial statements included
in the Company's 2001 Annual Report on Form 10-K filed with the Securities and
Exchange Commission, but does not include all disclosures required by generally
accepted accounting principles.
In the opinion of management of the Company, the accompanying unaudited interim
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the consolidated
financial position and consolidated results of operations for the periods
presented.
The results of operations for the nine-month and three-month periods ended
September 30, 2002 and 2001 are not necessarily indicative of the results to be
expected for the full year.
Note 2 - Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from those estimates. The
collectibility of loans, fair value of financial instruments, and status of
contingencies are particularly subject to change.
5
Note 3 - Earnings Per Share
The following table presents a reconciliation of the components used to compute
basic and diluted earnings per share for the three-month and nine-month periods
ended September 30, 2002 and 2001.
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
BASIC EARNINGS PER SHARE
Net income as reported $ 461 $ 452 $ 1,605 $ 1,293
Weighted average common
shares outstanding 1,130,671 1,165,041 1,123,514 1,396,993
---------- ---------- ---------- ----------
Basic earnings per share $ .41 $ .39 $ 1.43 $ .93
========== ========== ========== ==========
EARNINGS PER SHARE ASSUMING DILUTION
Net income available to common
shareholders $ 461 $ 452 $ 1,605 $ 1,293
========== ========== ========== ==========
Weighted average common shares
outstanding 1,130,671 1,165,041 1,123,514 1,396,993
Add dilutive effect of assumed exercises:
Stock options 44,907 25,111 40,291 9,388
Stock awards -- 433 -- 312
---------- ---------- ---------- ----------
Weighted average common and dilutive
potential common shares outstanding 1,175,578 1,190,585 1,163,805 1,406,693
---------- ---------- ---------- ----------
Diluted earnings per share $ .39 $ .38 $ 1.38 $ .92
========== ========== ========== ==========
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion compares the financial condition of Park Bancorp, Inc.
(Company) and its wholly-owned subsidiaries, Park Federal Savings Bank (Bank)
and PBI Development Corporation, and the Bank's subsidiaries at September 30,
2002 to its financial condition at December 31, 2001 and the results of
operations for the nine-month and three-month periods ended September 30, 2002
to the same periods in 2001. This discussion should be read in conjunction with
the interim financial statements and footnotes included herein.
FINANCIAL CONDITION
Total assets at September 30, 2002 were $243.0 million compared to $243.4
million at December 31, 2001, a decrease of $400,000. During the nine months
ended September 30, 2002, loans increased $15.4 million while securities
available-for-sale decreased $7.4 million. Loans increased as a result of the
low rate environment, which created increased loan demand. Securities
available-for-sale decreased as a result of calls of securities totaling $26.7
million and paydowns on mortgage-backed securities totaling $5.4 million as a
result of the decreasing rate environment, offset by purchases totaling $28.6
million. In addition the Company sold $5.5 million in securities during the
year. Cash and cash equivalents decreased $8.9 million to $19.0 million at
September 30, 2002. The excess funds were reinvested in loans throughout the
year.
Total liabilities at September 30, 2002 were $213.6 million compared to $216.2
million at December 31, 2001, a decrease of $2.6 million, primarily due to a
decrease of $3.7 million in public deposits.
Stockholders' equity at September 30, 2002 was $29.5 million compared to $27.3
million at December 31, 2001, an increase of $2.2 million. The increase was
primarily attributable to net income of $1.6 million, and an increase in the
unrealized gain on securities available-for-sale, net of tax, of $848,000. In
addition, the Company purchased treasury stock in the amount of $357,000 and
declared dividends totaling $436,000, which were partially offset by the
exercise of stock options totaling $272,000 and ESOP shares earned totaling
$254,000.
RESULTS OF OPERATIONS
Net income increased $9,000 to $461,000 for the quarter ended September 30, 2002
compared to the same period in 2001. Net income increased $312,000 to $1.6
million for the nine months ended September 30, 2002 compared to the nine months
ended September 30, 2001. Net income primarily increased as a result of
improvements in the net interest margin. Fluctuations in net income are
discussed below.
Net interest income was $1.8 million for the quarter ended September 30, 2002
compared to $1.6 million for the same period in 2001. Net interest income
increased to $5.3 million for the nine-month period ended September 30, 2002
compared to $4.9 million for the same period in 2001. The net interest margin
increased to 3.06% and 2.99% for the three-month and nine-month periods ended
September 30, 2002, respectively, from 2.66% and 2.70% for the three-month and
nine-month periods ended September 30, 2001. This was largely due to an increase
in the spread to 2.76% and 2.68% for the three-month and nine-month periods
ended September 30, 2002, respectively, from 2.18% for both the three-month and
nine-month periods ended September 30, 2001. The increase in the spread was a
result of the yield on deposits and borrowings decreasing more rapidly in the
current interest rate environment than loans, which were slower to reprice
through refinancings. In addition, the Company's earning assets shifted,
resulting in a larger volume of loans and lesser volume of securities. Although
the overall yield on earning assets decreased, this shift lessened the impact of
this decrease since loans yield a higher rate of return than securities. The
average yield on earning assets decreased to 6.20% and 6.33% for the three-month
and nine-month periods ended September 30, 2002, respectively, from 6.86% and
7.01% for the three-month and nine-month periods ended September 30, 2001,
respectively. The average cost of funds also decreased to 3.44% and 3.65% for
the three-month and
7
nine-month periods ended September 30, 2002, respectively, from 4.68% and 4.83%
for the three-month and nine-month periods ended September 30, 2001,
respectively.
The provision for loan losses was $30,000 and $80,000 for the quarter and
nine-month periods ended September 30, 2002, respectively, in comparison to zero
for the quarter and nine-month periods ended September 30, 2001. Management
believes that the allowance is adequate based on the low level of past due loans
in the portfolio, actual loss experience, and current economic conditions. Most
of the Company's loans are secured by first mortgages on residential real
estate.
Management establishes provisions for loan losses, which are charged to
operations, at a level management believes is appropriate to absorb probable
incurred credit losses in the loan portfolio. In evaluating the level of the
allowance for loan losses, management considers historical loss experience, the
types of loans and the amount of loans in the loan portfolio, adverse situations
that may affect the borrower's ability to repay, estimated value of any
underlying collateral, peer group information, and prevailing economic
conditions. This evaluation is inherently subjective, as it requires estimates
that are susceptible to significant revision, as more information becomes
available or as future events change.
Management assesses the allowance for loan losses on a quarterly basis and makes
provisions for loan losses as necessary in order to maintain the adequacy of the
allowance. While management uses available information to recognize losses on
loans, future loan loss provisions may be necessary based on changes in economic
conditions. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance for loan losses and
may require us to recognize additional provisions based on their judgment of
information available to them at the time of their examination. The allowance
for loan losses as of September 30, 2002 is maintained at a level that
represents management's best estimate of losses in the loan portfolio, and such
losses were both probable and reasonably estimable.
Noninterest income decreased $19,000 to $192,000 and increased $201,000 to
$887,000 for the three-month and nine-month periods ended September 30, 2002,
respectively, compared to the same periods in 2001. The decrease for the
three-month period is primarily due to a decrease in gains on sales of
securities available-for-sale of $23,000. The increase in non-interest income
for the nine-month period reflects a $126,000 gain on sale of land held for
expansion. This land was excess land that was adjacent to the Company's Westmont
branch location. Other operating income also increased in both periods as a
result of an increase in the cash surrender value of life insurance totaling
$73,000 and $228,000 for the quarter and nine-month period, respectively. This
was partially offset by income totaling $92,000 for the nine-month period in
2001 related to the Bank's involvement in the Bank Enterprise Award Program.
Noninterest expense increased $121,000 to $1.3 million and $103,000 to $3.7
million for the three-month and nine-month periods ended September 30, 2002,
respectively, compared to the same periods in 2001. Compensation and benefits
increased $61,000 for the quarter ended September 30, 2002 as compared to the
same quarter in 2001. The increase was a combination of increased salaries,
bonuses, and ESOP expense, partially offset by a decrease in stock awards
expense as a result of the stock awards fully vesting in 2001. Other operating
expenses increased $40,000 and $141,000 for the quarter and the nine months
ended September 30, 2002 as compared to the same periods in 2001. Data
processing increased $32,000 and advertising increased $38,000 for the
nine-month period as a result of the increased volume of account activity.
Similar increases were evident for the quarter. There were no other significant
changes in the various categories of noninterest expense during these
comparative periods.
The Company's federal income tax expense decreased $24,000 to $215,000 for the
quarter ended September 30, 2002 compared to the same period in 2001, while
income tax expense increased $107,000 to $763,000 for the nine-month period
ended September 30, 2002 compared to the same period in 2001. The change in
income tax was attributable to the change in income before taxes, partially
offset by an increase in tax-exempt income related to the cash surrender value
of life insurance.
8
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, principal and interest
payments on loans and securities, proceeds from maturities and calls of
securities, FHLB advances, and securities sold under repurchase agreements.
While maturities and scheduled amortization of loans and securities are
predictable sources of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions, and competition. The
Bank's liquidity ratio was 42% at September 30, 2002.
The Company's cash flows are comprised of three primary classifications: cash
flows from operating activities, investing activities, and financing activities.
Cash flows provided by operating activities were $851,000 and $2.3 million in
2002 and 2001, respectively. Net cash from investing activities consisted
primarily of disbursements for loan originations and the purchase of securities,
offset by principal collections of loans, and proceeds from maturing securities
and paydowns on mortgage-backed securities. Net cash from financing activities
consisted primarily of the activity in deposit accounts, FHLB borrowings, and
securities sold under repurchase agreements in addition to the purchase of
treasury stock. The net cash from financing activities was $(3.0) million and
$12.1 million in 2002 and 2001, respectively.
At September 30, 2002, the Bank exceeded all of its regulatory capital
requirements with a Tier 1 (core) capital level of $22 million, or 9.3% of
adjusted total assets, which is above the required level of $9.5 million, or 4%;
and total risk-based capital of $22.6 million, or 15.8% of risk-weighted assets,
which is above the required level of $11.5 million, or 8%. The Bank at September
30, 2002 was categorized as well capitalized. Management is not aware of any
conditions or events since the most recent notification that would change the
Bank's category.
The Bank's most liquid assets are cash and short-term investments. The levels of
these assets are dependent on the Bank's operating, financing, lending, and
investing activities during any given period. At September 30, 2002, cash and
short-term investments totaled $19.0 million. The Bank has other sources of
liquidity if a need for additional funds arises, including the repayment of
loans and mortgage-backed securities. The Bank may also utilize FHLB advances or
the sale of securities available-for-sale as a source of funds.
At September 30, 2002, the Bank had outstanding commitments to originate
mortgage loans of $2.4 million, and $1.5 million in standby letters of credit.
The Bank anticipates that it will have sufficient funds available to meet its
current loan origination commitments. Certificate accounts that are scheduled to
mature in less than one year from September 30, 2002 totaled $81.5 million.
Management expects that a substantial portion of the maturing certificate
accounts will be renewed at the Bank. However, if a substantial portion of these
deposits is not retained, the Bank may utilize FHLB advances or raise interest
rates on deposits to attract new accounts, which may result in higher levels of
interest expense.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Bank's interest rate sensitivity is monitored by management through the use
of a model that estimates the change in net portfolio value (NPV) over a range
of interest rate scenarios. NPV is the present value of expected cash flows from
assets, liabilities, and off-balance-sheet contracts. An NPV ratio, in any
interest rate scenario, is defined as the NPV in that scenario divided by the
market value of assets in the same scenario. The Sensitivity Measure is the
decline in the NPV ratio, in basis points, caused by a 2% increase or decrease
in rates, whichever produces a larger decline. The higher an institution's
Sensitivity Measure is, the greater its exposure to interest rate risk is
considered to be. The OTS has incorporated an interest rate risk component into
its regulatory capital rule. Under the rule, an institution whose sensitivity
measure exceeds 2% would be required to deduct an interest rate risk component
in calculating its total capital for purposes of the risk-based capital
requirement. As of June 30, 2002, the Bank's most recent sensitivity measure, as
measured by the OTS, resulting from a 200 basis point increase in interest rates
was (33)% and would result in a $9.6 million reduction in the NPV of the Bank.
Accordingly, increases in interest rates would be expected to have a negative
impact on the Bank's operating results. The NPV ratios sensitivity measure is
9
below the threshold at which the Bank could be required to hold additional
risk-based capital under OTS regulations.
Certain shortcomings are inherent in the methodology used in the above interest
rate risk measurements. Modeling changes in NPV requires the making of certain
assumptions that may tend to oversimplify the manner in which actual yields and
costs respond to changes in market interest rates. First, the models assume that
the composition of the Bank's interest sensitive assets and liabilities existing
at the beginning of a period remains constant over the period being measured.
Second, the models assume that a particular change in interest rates is
reflected uniformly across the yield curve regardless of the duration to
maturity or repricing of specific assets and liabilities. Third, the model does
not take into account the impact of the Bank's business or strategic plans on
the structure of interest-earning assets and interest-bearing liabilities.
Accordingly, although the NPV measurement provides an indication of the Bank's
interest rate risk exposure at a particular point in time, such measurement is
not intended to and does not provide a precise forecast of the effect of changes
in market interest rates on the Bank's net interest income and will differ from
actual results. The results of this modeling are monitored by management and
presented to the Board of Directors quarterly.
The following table shows the NPV and projected change in the NPV of the Bank at
June 30, 2002 assuming an instantaneous and sustained change in market interest
rates of 100, 200, and 300 basis points.
INTEREST RATE SENSITIVITY OF NET PORTFOLIO VALUE (NPV)
NPV as a % of
- -----------------Net Portfolio Value--------------- ----PV of Assets----
------------------- ------------
Change in Rates $ Amount $ Change % Change NPV Ratio Change
- --------------- -------- -------- -------- --------- --------
+ 300 bp $ 13,904 $(14,855) (52)% 6.05% (552) bp
+ 200 bp 19,146 (9,613) (33) 8.11 (346) bp
+ 100 bp 24,365 (4,394) (15) 10.04 (153) bp
0 bp 28,759 -- -- 11.57 --
- 100 bp 30,759 2,000 7 12.19 62 bp
- 200 bp N/A N/A N/A N/A N/A
- 300 bp N/A N/A N/A N/A N/A
Due to the low yield on the three-month Treasury bill at June 30, 2002, the net
portfolio value analysis was unable to produce results for the minus 200 and
minus 300 basis point scenario for the quarter ended June 30, 2002.
The Bank has experienced a significant increase in interest rate risk since
1998, primarily as a result of investing in callable fixed rate U.S. Government
Agency securities with maturities exceeding ten years. Management is currently
evaluating various alternatives to reduce interest rate risk, including using
the paydowns of mortgage-backed securities and fixed rate loans to reduce
outstanding advances. The Company has no plans in the foreseeable future to
purchase callable securities.
Management has not yet completed the computation of NPV as of September 30, 2002
but estimates that the results would not be materially different than those
presented above.
10
ITEM 4. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Within the 90 days prior to the date of this report, the Company's Chief
Executive Officer and Chief Financial Officer carried out an evaluation, with
the participation of other members of management as they deemed appropriate, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures as contemplated by Exchange Act Rule 13a-14. Based upon,
and as of the date of that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective, in all material respects, in timely alerting them to
material information relating to the Company (and consolidated subsidiaries)
required to be included in the periodic reports to the Company is required to
file and submit to the SEC under the Exchange Act.
There were no significant changes to the Company's internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date the Company carried out its evaluation of its internal controls. There
were no significant deficiencies or material weaknesses identified in the
evaluation and, therefore, no corrective actions were taken.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted to Section 906 of the Sarbanes-Oxley Act of 2002 from
the Company's Chief Executive Officer (attached as an exhibit
and incorporated herein by reference.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
adopted to Section 906 of the Sarbanes-Oxley Act of 2002 from
the Company's Chief Financial Officer (attached as an exhibit
and incorporated herein by reference.
11
(b) Reports on Form 8-K. No reports on Form 8-K were filed by the
registrant during the quarter ended September 30, 2002.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PARK BANCORP, INC.
Date: November 14, 2002 /s/ David A. Remijas
--------------------- -------------------------------------
David A. Remijas
President and Chief Executive Officer
Date: November 14, 2002 /s/ Steven J. Pokrak
--------------------- -------------------------------------
Steven J. Pokrak
Treasurer and Chief Financial Officer
13
I, David A. Remijas, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Park Bancorp, Inc.;
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
--------------------
/s/ David A. Remijas
- -------------------------------------
David A. Remijas
President and Chief Executive Officer
I, Steven J. Pokrak, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Park Bancorp, Inc.;
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
--------------------
/s/ Steven J. Pokrak
- -------------------------------------
Steven J. Pokrak
Treasurer and Chief Financial Officer