QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2003 | |
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: 0-23293 |
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 06-1497903 (I.R.S. Employer Identification No.) | |
18 Oakland Avenue, Warwick, New York (Address of principal executive offices) | 10990-0591 (Zip code) | |
(845) 986-2206 (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 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 Act).
YES X NO
As of May 14, 2003, there were 4,626,673 shares of the registrant's common stock outstanding.
PART I -- FINANCIAL INFORMATION | Page Number | |
Item 1. | Financial Statements -- Unaudited | |
Consolidated Statements of Financial Condition at March 31, 2003and December 31, 2002 | 4 | |
Consolidated Statements of Income for the three months ended March 31, 2003 and 2002 | 5 | |
Consolidated Statements of Changes in Equity for for the three months ended March 31, 2003 and 2002 | 6 | |
Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 | 7 | |
Notes to Unaudited Consolidated Financial Statements | 8-13 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 13-20 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 20 |
Item 4. | Controls and Procedures | 21 |
PART II -- OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 21 |
Item 2. | Changes in Securities | 21 |
Item 3. | Defaults Upon Senior Securities | 21 |
Item 4. | Submission of Matters to a Vote of Security Holders | 21 |
Item 5. | Other Information | 21 |
Item 6. | Exhibits and Reports on Form 8-K | 21-22 |
Signature Page | 23 | |
Financial Statement Certifications |
Statements contained in this Form 10-Q which are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, general economic conditions; changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; other economic, competitive, governmental, regulatory or technological factors affecting the Company's operations, pricing, products and services; and other risks detailed in documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements made by us are based on beliefs, plans, objectives, goals, expectations, anticipations, estimates and intention of management as of the date made and are not guarantees of future performance. We expressly disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. |
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements -- Unaudited
March 31, 2003 |
December 31, 2002 |
|||
(Dollars in thousands) | ||||
ASSETS | ||||
Cash on hand and in banks | $ 64,646 | $ 59,667 | ||
Securities: | ||||
Available-for-sale, at fair value | 289,461 | 208,787 | ||
Held-to-maturity, at amortized cost (fair value of $2,506 at
March 31, 2003 and $2,812 at December 31, 2002) |
2,504 |
2,810 |
||
Total securities | 291,965 |
211,597 |
||
Real estate loans, net | 353,153 | 387,677 | ||
Real estate loans held for sale | 3,546 | 4,794 | ||
Consumer loans, net | 47,095 | 52,115 | ||
Commercial business loans, net | 29,530 |
24,619 |
||
Total loans | 433,324 | 469,205 | ||
Allowance for loan losses | (5,013 |
) | (4,932 |
) |
Total loans, net | 428,311 |
464,273 |
||
Accrued interest receivable | 3,534 | 3,381 | ||
Federal Home Loan Bank stock | 10,825 | 11,200 | ||
Bank premises ∓ equipment, net | 9,207 | 9,266 | ||
Other real estate owned, net | 1,104 | 1,145 | ||
Bank owned life insurance | 12,242 | 12,064 | ||
Goodwill and other intangible assets | 2,558 | 2,609 | ||
Other assets | 6,362 |
6,036 |
||
Total assets | $ 830,754 |
$ 781,238 |
||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Liabilities: | ||||
Deposits: | ||||
NOW and money market | $ 152,194 | $ 116,788 | ||
Savings | 198,873 | 177,031 | ||
Certificates of deposit | 111,962 | 117,253 | ||
Non-interest-bearing checking | 60,089 |
55,604 |
||
Total depositor accounts | 523,118 | 466,675 | ||
Mortgage escrow funds | 2,868 | 3,368 | ||
Accrued interest payable | 1,493 | 1,523 | ||
Federal Home Loan Bank advances | 214,495 | 216,495 | ||
Other liabilities | 11,309 |
12,069 |
||
Total liabilities | 753,283 |
700,130 |
||
STOCKHOLDERS' EQUITY | ||||
Preferred stock, $.01 par value; 5,000,000 authorized; none
issued |
-- | -- | ||
Common stock, $.01 par value; 15,000,000 shares authorized; 6,634,814 and 6,632,814 shares issued as of March 31, 2003 and December 31, 2002, respectively; 4,646,040 and 4,833,407 shares outstanding as of March 31, 2003 and December 31, 2002, respectively |
66 | 66 | ||
Additional paid-in capital | 64,753 | 64,518 | ||
Retained earnings | 49,155 | 47,855 | ||
Accumulated other comprehensive income, net | 680 | 585 | ||
Unallocated ESOP common stock | (3,860 | ) | (4,069 | ) |
Unearned RRP common stock | (1,365 |
) | (1,488 |
) |
109,429 | 107,467 | |||
Treasury stock (1,988,774 and 1,799,407 shares at March 31,
2003 and December 31, 2002, respectively) |
(31,958 |
) |
(26,359 |
) |
Total stockholders' equity | 77,471 |
81,108 |
||
Total liabilities and stockholders' equity | $ 830,754 |
$ 781,238 |
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months
Ended March 31, |
||||
2003 |
2002 |
|||
(In thousands, except per share amounts) | ||||
Interest Income: | ||||
Interest on loans | $ 7,859 | $ 9,354 | ||
Interest and dividends on securities | 2,940 | 3,426 | ||
Interest on federal funds sold | -- | 20 | ||
Interest on short-term money market instruments | 113 |
9 |
||
Total interest income | 10,912 |
12,809 |
||
Interest Expense: | ||||
Time deposits | 771 | 985 | ||
Money market deposits | 275 | 378 | ||
Savings deposits | 1,108 | 979 | ||
Mortgagors' escrow deposits | 13 | 14 | ||
Borrowed funds | 2,790 |
3,337 |
||
Total interest expense | 4,957 |
5,693 |
||
Net interest income | 5,955 |
7,116 |
||
Provision for Loan Losses | (80 |
) | (230 |
) |
Net interest income after provision for loan losses | 5,875 |
6,886 |
||
Non-Interest Income: | ||||
Service and fee income | 1,429 | 1,131 | ||
Gain on securities transactions | 123 | 242 | ||
Net gain on sale of loans | 135 | 46 | ||
Other income | 198 |
164 |
||
Total non-interest income | 1,885 |
1,583 |
||
Non-Interest Expense: | ||||
Salaries and employee benefits | 2,649 | 2,628 | ||
FDIC insurance | 20 | 19 | ||
Occupancy | 537 | 539 | ||
Data processing | 333 | 276 | ||
Advertising | 54 | 39 | ||
Professional fees | 193 | 247 | ||
Other | 756 |
733 |
||
Total non-interest expense | 4,542 |
4,481 |
||
Income before provision for income taxes | 3,218 | 3,988 | ||
Provision for Income Taxes | 1,241 |
1,536 |
||
Net income | $ 1,977 |
$ 2,452 |
||
Weighted Average: | ||||
Common shares | 4,424 | 4,582 | ||
Dilutive stock options | 230 |
134 |
||
4,654 |
4,716 |
|||
Earnings per Share: | ||||
Basic | $ 0.45 |
$ 0.54 |
||
Diluted | $ 0.42 |
$ 0.52 |
See accompanying Notes to Unaudited Financial Statements.
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
Common
Stock |
Additional
Paid In Capital |
Retained
Earnings |
Accumulated Other
Comprehensive Income(Loss), net |
Unallocated
Common Stock Held by ESOP |
Unearned
Common Stock Held by RRP |
Treasury
Stock |
Comprehensive
Income(Loss) |
|||||||||
(In thousands) | ||||||||||||||||
BALANCE, December 31, 2001 | $ 66 | $ 63,681 | $ 39,739 | $ (822 | ) | $ (4,900 | ) | $ (2,001 | ) | $ (21,760 | ) | |||||
Net Income, January 1, 2002 -
March 31, 2002 |
-- | -- | 2,452 | -- | -- | -- | -- | $ 2,452 | ||||||||
Unrealized appreciation on
securities available-for-sale, net |
-- |
-- |
-- |
760 |
-- |
-- |
-- |
760 |
||||||||
Comprehensive income(loss) | -- |
-- |
-- |
-- |
-- |
-- |
$ 3,212 |
|||||||||
Purchase of treasury stock | -- | -- | -- | -- | -- | -- | (120 | ) | ||||||||
Allocation of ESOP stock | -- | 88 | -- | -- | 205 | -- | -- | |||||||||
Cash dividends paid | -- | -- | (499) | -- | -- | -- | -- | |||||||||
Stock option plan. | -- | 21 | -- | -- | -- | -- | -- | |||||||||
Earned portion of RRP | -- |
|
-- |
-- |
-- |
124 |
-- |
|||||||||
BALANCE, March 31, 2002 | $ 66 |
$ 63,790 |
$ 41,692 |
$ (62 |
) | $ (4,695 |
) | $ (1,877 |
) | $ (21,880 |
) | |||||
BALANCE, December 31, 2002 | $ 66 | $ 64,518 | $ 47,855 | $ 585 | $ (4,069 | ) | $ (1,488 | ) | $ (26,359 | ) | ||||||
Net Income, January 1, 2003 -
March 31, 2003 |
-- | -- | 1,977 | -- | -- | -- | -- | $ 1,977 | ||||||||
Unrealized appreciation on
securities available-for-sale, net |
-- |
-- |
-- |
95 |
-- |
-- |
-- |
95 |
||||||||
Comprehensive income | -- |
-- |
-- |
-- |
-- |
-- |
-- |
$ 2,072 |
||||||||
Purchase of treasury stock | -- | -- | -- | -- | -- | -- | (5,603 | ) | ||||||||
Allocation of ESOP stock | -- | 212 | -- | -- | 209 | -- | -- | |||||||||
Cash dividends paid | -- | -- | (677) | -- | -- | -- | -- | |||||||||
Stock option plan. | -- | 23 | -- | -- | -- | -- | 4 | |||||||||
Earned portion of RRP | -- |
-- |
-- |
-- |
-- |
123 |
-- |
|||||||||
BALANCE, March 31, 2003 | $ 66 | $ 64,753 | $ 49,155 | $ 680 | $ (3,860 | ) | $ (1,365 | ) | $ (31,958 | ) |
See accompanying Notes to Unaudited Financial Statements.
WARWICK COMMUNITY BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months
Ended March 31, |
||||
2003 |
2002 |
|||
(In thousands) | ||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ 1,977 | $ 2,452 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Depreciation | 205 | 238 | ||
Amortization of goodwill | 52 | 52 | ||
Amortization (accretion) of discount on investment securities | 748 | (608 | ) | |
Net (increase) decrease in accrued interest receivable | (153 | ) | 353 | |
Net decrease (increase) in BOLI and other assets | 507 | (781 | ) | |
Provision for loan losses | 80 | 230 | ||
Net gain on sales of loans | (135 | ) | (46 | ) |
Mortgage loans funded | (20,303 | ) | (4,511 | ) |
Mortgage loans sold | 21,593 | 4,555 | ||
Net gain on sales of securities | (123 | ) | (242 | ) |
Net decrease in accrued interest payable | (30 | ) | (413 | ) |
Net decrease in accrued expenses and other liabilities | (760 |
) | (387 |
) |
Total reconciliation adjustments | 1,681 |
(1,560 |
) | |
Net cash provided by operating activities | 3,658 |
892 |
||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from maturities and calls of securities | 1,934 | 6,094 | ||
Purchases of securities | (115,182 | ) | (11,912 | ) |
Proceeds from sale of trading securities and securities available-for-sale | 2,180 | 4,067 | ||
Principal repayments from mortgage-backed securities | 30,232 | 13,124 | ||
Redemption of Federal Home Loan Bank capital stock | 375 | 2,587 | ||
Net decrease in loans | 33,928 | 7,254 | ||
Purchases of fixed assets, net | (166 |
) | (54 |
) |
Net cash (used in) provided by investing activities | (46,699 |
) | 21,160 |
|
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Net increase in deposits | 56,443 | 9,418 | ||
Net decrease in escrow deposits | (501 | ) | (124 | ) |
Net decrease in borrowed funds | (2,000 | ) | (39,790 | ) |
Dividends on common stock | (677 | ) | (499 | ) |
Purchase of treasury stock | (5,603 | ) | (120 | ) |
Stock options exercised | 25 | 21 | ||
ESOP allocation | 210 | 205 | ||
Earned portion of RRP. | 123 |
124 |
||
Net cash provided by (used in) financing activities | 48,020 |
(30,765 |
) | |
Net increase (decrease) in cash | 4,979 | ( 8,713 | ) | |
Cash and Cash Equivalents, beginning of year | 59,667 |
25,766 |
||
Cash and Cash Equivalents, end of period | $ 64,646 |
$ 17,053 |
||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid during the year for- | ||||
Interest on deposits and borrowed funds | $ 4,987 | $5,280 | ||
Income taxes | 728 | 321 |
See accompanying Notes to Unaudited Financial Statements.
WARWICK COMMUNITY BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Certain information and footnote disclosures normally included in the unaudited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the December 31, 2002 Annual Report on Form 10-K.
Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of Warwick Community Bancorp, Inc. (" Parent Company"), its savings bank subsidiary, The Warwick Savings Bank ("Warwick Savings"), and its commercial bank subsidiary, The Towne Center Bank ("Towne Center") and its title business subsidiary, Hardenburgh Abstract Company of Orange County, Inc. ("Hardenburgh"). The consolidated financial statements of the Parent Company and its subsidiaries (collectively, the "Company") conform to generally accepted accounting principles and reporting practices followed by the banking industry. All significant intercompany balances and transactions are eliminated in consolidation.
The unaudited consolidated financial statements included herein reflect all normal recurring adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods presented. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results of operations that may be expected for the entire year ending December 31, 2003. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC").
These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the SEC on March 31, 2003.
Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period, adjusted for the unallocated portion of the shares held by the Warwick Community Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") in accordance with American Institute of Certified Public Accountants ("AICPA") Statement of Position 93-6, "Employers Accounting for Employee Stock Ownership Plans," and unearned shares held by the Recognition and Retention Plan of Warwick Community Bancorp, Inc. ("RRP"). Diluted earnings per share, which reflects the potential dilution that could occur if outstanding stock options were exercised and resulted in the issuance of common stock that then shared in the earnings of the Company, is computed by dividing net income by the weighted average number of common shares and dilutive instruments.
For the Three Months Ended
March 31, |
||
2003 |
2002 |
|
(Dollars in thousands) | ||
Net income | $ 1,977 | $ 2,452 |
Basic weighted-average common shares outstanding | 4,424 | 4,582 |
Plus: Dilutive stock options | 230 |
134 |
Diluted weighted-average common shares outstanding | 4,654 |
4 ,716 |
Net income per common share: | ||
Basic | $ 0.45 |
$ 0.54 |
Diluted | $ 0.42 |
$ 0.52 |
Stock-Based Compensation
At March 31, 2003, the Company has stock-based employee compensation plans. The Company accounts for this plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS")No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.
For the Three Months Ended
March 31, |
||
2003 |
2002 |
|
(Dollars in thousands) | ||
Net income, as reported | $ 1,977 |
$2,452 |
Add: Stock-based compensation expense
included in reported net income, net of related tax effects |
76 | 77 |
Deduct: Total stock-based compensation
expense determined under fair value based method for all awards, net of related tax effects |
(235) | (237) |
Pro forma net income | $ 1,818 |
$2,292 |
Earnings per share: | ||
Basic-as reported | $0.45 |
$0.54 |
Basic-pro forma | $0.41 |
$0.50 |
Diluted- as reported | $0.42 |
$0.52 |
Diluted-pro forma | $0.39 |
$0.49 |
371,185 options are currently exercisable. The fair value of each option was estimated on the date granted using the Black-Scholes option pricing model. The fair value of the options granted in 2003 and 2002 was estimated to be $8.86 and $7.25, respectively. The following weighted-average assumptions were used for grants in 2003 and 2002: risk free interest rate of 2.90% and 4.49%; expected dividend yield of 1.2%; expected life of five years; and expected volatility of 35.06% and 28.75%.
Comprehensive Income
Comprehensive income includes net income and all other changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income includes revenues, expenses, gains and losses that, under accounting principles generally accepted in the United States of America, are included in comprehensive income but excluded from net income. Comprehensive income and accumulated other comprehensive income are reported net of related income taxes. Accumulated other comprehensive income for the Company consists solely of unrealized holding gains or losses on available for sale securities and an adjustment for the minimum pension liability.
New Accounting Pronouncements
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 addresses disclosures to be made by a guarantor in its financial statements about its obligations under guarantees. The interpretation also requires the recognition, at estimated fair value, of a liability by the guarantor at the inception of certain guarantees issued or modified after December 31, 2002. This recognition requirement did not have a material impact on the Company's consolidated financial statements.
FASB Interpretation No.6, "Consolidation of Variable Interest Entities," was issued in January 2003. The Interpretation provides guidance on the identification of entities controlled through means other than voting rights. The Interpretation specifies how a business enterprise should evaluate its interests in a variable interest entity to determine whether to consolidate that entity. A variable interest entity must be consolidated by its primary beneficiary if the entity does not effectively disperse risks among the parties involved. Adoption of this interpretation did not have a significant effect on the Company's consolidated financial statements.
2. Loan Portfolio Composition
The following table sets forth the composition of the Company's loan portfolio in dollar amounts and percentage of the portfolio at the dates indicated.
At March 31, 2003 |
At December 31, 2002 |
|||||||
Amount |
Percent
of Total |
Amount |
Percent
of Total |
|||||
(Dollars in thousands) | ||||||||
Real Estate Loans: | ||||||||
One- to four-family | $ 198,227 | 45.82 | % | $ 232,045 | 49.53 | % | ||
One-to four-family held for sale | 3,546 | 0.81 | 4,794 | 1.02 | ||||
One-to four-family construction | 130 | 0.03 | 3,441 | 0.73 | ||||
Multi family | 51,180 | 11.83 | 42,305 | 9.03 | ||||
Commercial real estate | 98,746 | 22.83 | 101,819 | 21.73 | ||||
Construction and development | 4,807 |
1.11 |
8,061 |
1.72 |
||||
Total real estate loans | 356,636 |
82.43 |
392,465 |
83.77 |
||||
Commercial business loans | 29,493 |
6.82 | 24,567 |
5.24 | ||||
Consumer loans: | ||||||||
Automobile | 22,398 | 5.18 | 25,616 | 5.47 | ||||
Home equity | 23,176 | 5.36 | 24,695 | 5.27 | ||||
Other consumer loans | 911 |
0.21 |
1,186 |
0.25 |
||||
Total consumer loans | 46,485 |
10.75 |
51,494 |
10.99 |
||||
Total loans | 432,614 | 100.00 |
% | 468,526 | 100.00 |
% | ||
Premiums and deferred loan fees,net | 710 | 679 | ||||||
Allowance for loan losses | (5,013 |
) | (4,932 |
) | ||||
Total loans, net | $ 428,311 |
$ 464,273 |
3. Non-Performing Assets
The following table sets forth information regarding non-accrual loans, other past due loans and other real estate owned at the dates indicated.
March 31,
2003 |
December 31,
2002 |
|||
(Dollars in thousands) | ||||
Non-accruing loans: | ||||
One- to four-family | $1,970 | $ 1,279 | ||
Commercial real estate | 338 | 422 | ||
Commercial business loans | 55 | 84 | ||
Consumer loans | 8 |
-- |
||
Total non-accrual loans | 2,371 | 1,785 | ||
Accruing loans delinquent 90 days or more: | ||||
Commercial real estate | -- | 14 | ||
Commercial business loans | 129 |
141 |
||
Total | 129 |
255 |
||
Total non-performing loans | 2,500 |
2,040 |
||
Foreclosed real estate: | ||||
One- to four-family | 168 | 209 | ||
Commercial real estate | 936 |
936 |
||
Total | 1,104 |
1,145 |
||
Total non-performing assets | $ 3,604 |
$ 3,185 |
||
Non-performing loans to total loans | 0.58 | % | 0.44 | % |
Total non-performing assets to total assets | 0.43 | % | 0.41 | % |
4. Allowance for Loan Losses
The following table sets forth the activity in the Company's allowance for loan losses at and for the periods indicated.
Three Months Ended
March 31, |
Year Ended
December 31, |
||
2003 |
2002 |
2002 |
|
(Dollars in thousands) | |||
Allowance for loan losses: | |||
Balance at beginning of period | $ 4,932 | $ 3,650 | $ 3,650 |
Charge-offs: | |||
Commercial business | -- | -- | 56 |
Consumer loans | 9 | 17 | 37 |
Total charge-offs | 9 | 17 | 93 |
Recoveries: | |||
Consumer loans | 10 | 7 | 37 |
Total recoveries | 10 | 7 | 37 |
Provision for loan losses | 80 | 230 | 1,338 |
Balance at end of Period | $ 5,013 | $ 3,870 | $ 4,932 |
Ratio of net charge-offs during the period to
average loans outstanding |
0.00% | 0.00% | 0.01% |
Ratio of allowance for loan losses to total loans
at end of period |
1.16% | 0.75% | 1.06% |
Ratio of allowance for loan losses to non-
performing loans |
200.48% | 167.82% | 241.76% |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
General
Warwick Community Bancorp, Inc. is a bank holding company incorporated in September 1997 under the laws of the State of Delaware and is registered under the Bank Holding Company Act of 1956, as amended ("BHCA"). The Parent Company elected to become a financial holding company under the BHCA in October 2000. The primary business of the Parent Company is the operation of its wholly owned subsidiaries, Warwick Savings, Towne Center and Hardenburgh, the Parent Company's title insurance agency subsidiary. Presently, the only significant assets of the Parent Company are the capital stock of Warwick Savings, Towne Center and Hardenburgh, the note evidencing the loan the Parent Company made to the ESOP to allow the ESOP to purchase 8% of the Parent Company's common stock issued in the Parent Company's initial public offering, and the investments acquired with the net proceeds of the offering retained by the Parent Company. While the following discussion of financial condition and results of operations includes the collective results of the Parent Company and its subsidiaries, this discussion reflects primarily Warwick Savings' activities. Unless otherwise disclosed, the information presented herein reflects the financial condition and results of operations of the Parent Company and its subsidiaries on a consolidated basis, and as used herein the term "Company" refers to the Parent Company and its subsidiaries collectively.
Critical Accounting Policies and Estimates
"Management's Discussion and Analysis of Financial Condition and Results of Operation" is based upon the Company's consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 of the Company's Audited Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and filed with the SECcontains a summary of the Company's significant accounting policies. Management believes the Company's policy with respect to the methodology for the determination of the allowance for loan losses involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could materially impact results of operations. This critical policy and its application is periodically reviewed with the Board of Directors.
The allowance for loan losses is based upon management's evaluation of the adequacy of the allowance, including an assessment of known and inherent risks in the portfolio, giving consideration to the size and composition of the loan portfolio, actual loan loss experience, level of delinquencies, detailed analysis of individual loans for which full collectibility may not be assured, the existence and estimated net realizable value of any underlying collateral and guarantees securing the loans, and current economic and market conditions. Although management uses the best information available, the level of the allowance for loan losses remains an estimate which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to make additional provisions for loan losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company's loans are secured by real estate in the states of New York and New Jersey. Accordingly, the collectibility of a substantial portion of the carrying value of the Company's loan portfolio is susceptible to changes in local market conditions and may be adversely affected should real estate values decline or the New York and New Jersey areas experience adverse economic shock. Further adjustments to the allowance for loan losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company's control.
Financial Condition
For the three-month period ended March 31, 2003, total assets of the Company increased $49.5 million from $781.2 million at December 31, 2002 to $830.7 million at March 31, 2003. This increase in total assets was primarily attributable to an $80.4 million, or 38.0%, increase in securities, which increased from $211.6 million at December 31, 2002 to $292.0 million at March 31, 2003 and the $5.0 million increase in cash and due from banks. Partially offsetting these increases was the $35.9 million, or 7.6%, decrease in total loans, which decreased from $469.2 million at December 31, 2002 to $433.3 million at March 31, 2003. The increase in the Company's securities portfolio was the result of the reinvestment of the significant cash flows from loan repayments into investment securities rather than long-term fixed-rate residential loans. The decrease in total loans was attributable to the $38.4 million decrease in one-to four- family real estate loans and the $5.0 million decrease in consumer loans, resulting from very high loan prepayments. Partially offsetting these decreases were the increases of $8.9 million and $4.9 million in multi family real estate loans and commercial business loans, respectively. The allowance for loan losses increased to $5.0 million at March 31, 2003 from $4.9 million at December 31, 2002. Additionally, the Federal Home Loan Bank of New York ("FHLBNY") repurchased $375,000 of its capital stock from the Company which reduced the Company's investment in FHLBNY capital stock from $11.2 million at December 31, 2002 to $10.8 million at March 31, 2003.
Deposits increased $56.4 million, or 12.1%, from $466.7 million at December 31, 2002 to $523.1 million at March 31, 2003. This increase was primarily attributable to an increase of $35.4 million in NOW and money market accounts, an increase in savings accounts of $21.8 million and an increase of $4.5 million in non-interest-bearing checking accounts, which were partially offset by the decrease in certificates of deposit accounts of $5.3 million. The Company remains a deposit-driven financial institution with emphasis on core deposit accumulation and retention as a basis for sound growth and profitability. The Company believes its record of sustaining core deposit growth is reflective of the Company's retail approach to banking which emphasizes convenient branch locations, extended hours of operation, quality service and active marketing.
Borrowed funds, comprised primarily of advances from the FHLBNY, decreased $2.0 million, to $214.5 million at March 31, 2003 from $216.5 million at December 31, 2002. The decrease in borrowings was funded by the deposit growth detailed above.
Total stockholders' equity decreased by $3.6 million, or 4.5%, from $81.1 million at December 31, 2002 to $77.5 million at March 31, 2003. The decrease in total stockholders' equity was primarily attributable to the repurchases of 189,500 shares of the Company's outstanding common stock during the first three months of 2003 at a total cost of $5.6 million. Also contributing to the decrease in stockholders' equity was the payment of a quarterly cash dividend to shareholders amounting to $ 676,700, which dividend was declared on January 22, 2003 and paid on February 14, 2003. On April 16, 2003, the Company declared a dividend on its common stock of $0.15 per share of common stock. The dividend was paid on May 9, 2003 to stockholders of record on April 28, 2003. The decrease in stockholders' equity was partially offset by net income of $2.0 million for the three months ended March 31, 2003 and a decrease in unearned ESOP and RRP common stock which resulted in a $545,000 increase in stockholders' equity.
Analysis of Net Interest Income
Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.
Average Balance Sheets. The following table sets forth certain information regarding the Company's average statements of financial condition and its statements of income for the three months ended March 31, 2003 and 2002 and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs were derived by dividing interest income or expense by the average balance of assets or liabilities, respectively, for the periods shown. The yields include deferred fees and discounts, which are considered yield adjustments. Average balances were computed based on month-end balances. Management believes the use of average monthly balances instead of average daily balances does not have a material effect on the information presented.
Three Months Ended March 31, |
||||||||
2003 |
2002 |
|||||||
Average
Balance |
Interest |
Average
Yield/ Cost |
Average
Balance(1) |
Interest |
Average
Yield/ Cost |
|||
Assets: | (Dollars in thousands) | |||||||
Interest-earning assets: | ||||||||
One-to four-family loans, net | $ 221,791 | $ 3,815 | 6.88 | % | $ 327,960 | $5,868 | 7.16 | % |
Multi family loans | 45,550 | 895 | 7.86 | 14,358 | 281 | 7.83 | ||
Commercial real estate loans, net | 102,305 | 1,814 | 7.09 | 65,490 | 1,235 | 7.54 | ||
Construction and development, net | 6,558 | 97 | 5.92 | 8,339 | 128 | 6.10 | ||
Commercial business loans, net | 26,672 | 411 | 6.16 | 35,134 | 546 | 6.22 | ||
Consumer loans, net | 49,630 | 827 | 6.67 | 70,952 | 1,296 | 7.31 | ||
Mortgage-backed securities | 200,649 | 2,136 | 4.26 | 95,445 | 1,494 | 6.26 | ||
Federal funds sold | -- | -- | -- | 5,743 | 20 | 1.39 | ||
Interest earning accounts at banks | 44,206 | 113 | 1.02 | 1,740 | 9 | 2.07 | ||
Investment securities | 60,373 |
804 |
5.33 | 124,090 |
1,932 |
6.23 | ||
Total interest-earning assets | 757,734 | 10,912 |
5.76 | 749,301 | 12,809 |
6.84 | ||
Non-interest earning assets | 43,934 |
44,848 |
||||||
Total assets | $ 801,668 |
$ 794,149 |
||||||
Liabilities and retained earnings: | ||||||||
Interest-bearing liabilities: | ||||||||
Passbook accounts | $ 188,810 | 997 | 2.11 | % | $ 141,515 | 854 | 2.41 | % |
Escrow deposits | 2,379 | 13 | 2.19 | 2,800 | 14 | 2.00 | ||
NOW accounts | 44,769 | 111 | 0.99 | 39,244 | 125 | 1.27 | ||
Money market accounts | 82,087 | 275 | 1.34 | 78,186 | 378 | 1.93 | ||
Certificate accounts | 113,675 |
771 |
2.71 | 113,656 |
985 |
3.47 | ||
Total deposits | 431,720 | 2,167 | 2.01 | 375,401 | 2,356 | 2.51 | ||
Borrowed funds | 216,556 |
2,790 |
5.15 | 278,447 |
3,337 |
4.79 | ||
Total interest-bearing liabilities | 648,276 | 4,957 |
3.06 | 653,848 | 5,693 |
3.48 | ||
Non-interest bearing liabilities | 73,927 |
64,503 |
||||||
Total liabilities | 722,203 | 718,351 | ||||||
Retained earnings | 79,465 |
75,798 |
||||||
Total liabilities and retained
earnings |
$ 801,668 |
$ 794,149 |
||||||
Net interest income/interest rate spread | $ 5,955 |
2.70 |
% | $ 7,116 |
3.36 |
% | ||
Net interest-earning assets/net
interest margin |
$ 109,458 |
3.14 |
% |
$ 95,453 |
3.80 |
% |
||
Ratio of interest-earning assets to
interest-bearing liabilities |
116.88 |
% |
114.60 |
% |
Rate/Volume Analysis. The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) changes attributable to changes in volume (changes in volume multiplied by prior rate), (ii) changes attributable to changes in rate (changes in rate multiplied by prior volume) and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.
Three Months Ended
March 31, 2003 Compared to Three Months Ended March 31, 2002 |
||||||
Increase (Decrease) in Net
Interest Income Due to |
||||||
Volume |
Rate |
Net |
||||
(In thousands) | ||||||
Interest-earning assets: | ||||||
One-to four-family loans, net | $ (1,900 | ) | $ (153 | ) | $ (2,053 | ) |
Multi family loans | 610 | 4 | 614 | |||
Commercial real estate loans, net | 694 | (115 | ) | 579 | ||
Construction and development, net | (28 | ) | (3 | ) | (31 | ) |
Commercial business loans, net | (132 | ) | (3 | ) | (135 | ) |
Consumer loans, net | (389 | ) | (80 | ) | (469 | ) |
Mortgage-backed securities | 1,647 | (1,005 | ) | 642 | ||
Federal funds sold | (20 | ) | -- | (20 | ) | |
Interest earning accounts at banks | 220 | (116 | ) | 104 | ||
Investment securities | (992 |
) | (136 |
) | (1,128 |
) |
Total | (290 |
) | (1,607 |
) | (1,897 |
) |
Interest-bearing liabilities: | ||||||
Passbook accounts | 285 | (142 | ) | 218 | ||
Escrow accounts | (2 | ) | 1 | (1 | ) | |
NOW accounts | 18 | (32 | ) | (14 | ) | |
Money market accounts | 19 | (122 | ) | (103 | ) | |
Certificates of deposit | -- | (213 | ) | (213 | ) | |
Borrowed funds | (742 |
) | 195 |
(547 |
) | |
Total | (422 |
) | (313 |
) | (735 |
) |
Net change in net interest income | $ 132 |
$ (1,294 |
) | $(1,162 |
) |
General. For the three months ended March 31, 2003, the Company recognized net income of $2.0 million, or $0.42 per diluted share, as compared to net income of $2.4 million, or $0.52 per diluted share, for the three months ended March 31, 2002, which represents a $475,000, or 19.4%, decrease. Net interest income decreased $1.2 million, or 16.3%, for the three months ended March 31, 2003 and non-interest expense increased $61,000, or 1.4% during the same period. For the first quarter ended March 31, 2003, annualized return on average assets ("ROAA") and annualized return on average equity ("ROAE") were 0.99% and 9.95%,
respectively. The ROAA and ROAE for the corresponding quarter of 2002 were 1.24% and 12.94%, respectively.
Interest Income. Interest income amounted to $10.9 million for the three months ended March 31, 2003, as compared to $12.8 million for the three months ended March 31, 2002. This decrease of $1.9 million, or 14.8%, was primarily the result of the $2.0 million decrease in interest earned on the Company's residential mortgage loan portfolio, the $469,000 decrease in interest earned on consumer loans and the $486,000 decrease in interest and dividends earned on securities, as compared to the respective amounts earned over the three-month period ended March 31, 2002. These decreases were partially offset by the $1.2 million increase in interest earned on commercial real estate loans as compared to the respective amounts earned over the three-month period ended March 31, 2002.
The decrease in interest earned on the Company's one-to four-family mortgage loan portfolio in the first quarter of 2003 resulted primarily from the $106.2 million decrease in the average balance of one-to four-family mortgage loans over the comparable period in 2002. The decrease in interest earned on consumer loans was primarily the result of the decrease in average balances of $21.3 million, or 30.1%. The increase in interest earned on commercial real estate was attributable to the $36.8 million increase in the average balances for the three month period ended March 31, 2003 as compared to the respective period in 2002.
Interest Expense. Total interest expense for the three-month period ended March 31, 2003 decreased from $5.7 million to $5.0 million, a decrease of $735,000, or 12.9%, as compared to the same three-month period one year earlier. A $5.6 million decrease in average interest bearing liabilities coupled with a 42 basis point decrease in the cost of funds to 3.06% accounted for the decrease in interest expense. The cost of funds was influenced by the continued decline in rates. Average borrowed funds decreased $61.9 million, or 22.2% while average deposit balances increased $56.3 million, or 21.5% for the three months ended March 31, 2003.
Net Interest Income. Net interest income for the three months ended March 31, 2003 decreased $1.2 million, or 16.3%, to $5.9 million compared to the three months ended March 31, 2002, primarily as a result of the $106.2 million decrease in the average balance of one-to four-family mortgage loans coupled with a decrease of 108 basis points in the average yield earned on total interest earning assets and was only partially offset by the decrease in the cost of interest bearing liabilities. Interest rate spread decreased to 2.70% from 3.36%, and the net interest margin was 3.14% and 3.80%, respectively, for the three-month periods ended March 31, 2003 and 2002.
Provision for Loan Losses. The provision for loan losses for the three months ended March 31, 2003 decreased $150,000, or 65.2%, to $80,000 compared to the three months ended March 31, 2002. The decrease in the provision was a result of management's assessment of the loan portfolio and its assessment of the local economy and market conditions.
Non-Interest Income. Non-interest income, net, for the three months ended March 31, 2003 and 2002 totaled $1.9 million and $1.6 million, respectively. The increases in service and fee income, net gain on sale of loans and other income, for the three months ended March 31, 2003 was partially offset by the decrease in the gain on securities transactions. The increase in service and fee income resulted primarily from increased commercial loans fees, fees generated from the sales of mutual funds and tax-deferred annuities and fees attributable to services provided to a growing customer base.
Non-Interest Expense. Non-interest expense remained relatively constant at $4.5 million for the three month period ended March 31, 2003 as compared to March 31, 2002. Salaries and employee benefits expense increased $21,000 for the three months ended March 31, 2003 as compared to the comparable period in 2002. Data processing expense and other expense increased $57,000 and $23,000, respectively, for the three months
ended March 31, 2003 as compared to March 31, 2002. Professional fees decreased $54,000 for the three months ended March 31, 2003 as compared to March 31,2002.
Provision for Income Taxes. The $295,000 decrease in the provision for income taxes to $1.2 million for the three-month period ended March 31, 2003, as compared to the three-month period ended March 31, 2002, was primarily attributable to the 19.3% decrease in pre-tax income. The applicable tax rates for the first quarter of 2003 and 2002 were 38.56% and 38.52%, respectively.
Liquidity and Capital Resources
Liquidity is managed using a combination of customer deposits, cash and short-term interest-earning assets, mortgage loans held for sale, investment securities held as available for sale and borrowings from the FHLBNY.
At March 31, 2003, the Company's total approved loan origination commitments outstanding totaled $48.8 million. Certificates of deposit scheduled to mature in one year or less at March 31, 2003 totaled $86.3 million. Based on historical experience, management believes that a significant portion of such deposits will remain with the Company.
At March 31, 2003, the Company had cash and due from banks of $64.6 million and securities available for sale of $289.5 million. Management believes these amounts, together with the Company's borrowing capabilities, to be more than adequate to meet its short-term cash needs.
Regulatory Capital Position
The Company's primary regulator, the Federal Reserve Board (the "Federal Reserve") which regulates bank holding companies, has issued guidelines classifying and defining bank holding capital into the following components: (1) Tier I capital, which includes tangible stockholders' equity for common stock and certain perpetual preferred stock, and (2) Tier II capital, which includes a portion of the allowance for loan losses and preferred stock that does not qualify as Tier I capital. The risk-based capital guidelines require financial institutions to maintain specific defined credit risk factors (risk-adjusted assets). As of March 31, 2003 the minimum Tier I and combined Tier I and Tier II capital ratios required by the Federal Reserve for capital adequacy were 4% and 8%, respectively.
Warwick Savings, Warwick Commercial Bank and Towne Center are subject to minimum regulatory capital requirements imposed by the Federal Deposit Insurance Corporation ("FDIC"), which requirements are, as a general matter, based on the amount and composition of an institution's assets. Insured institutions in the strongest financial and managerial condition, with a rating of 1 (the highest examination rating of the FDIC under the Uniform Financial Institutions Rating System) are required to maintain Tier 1 capital of not less than 3.0% of total assets (the "leverage capital ratio"). For all other banks, the minimum leverage capital ratio is 4.0%, unless a higher leverage capital ratio is warranted by the particular circumstances or risk profile of the institution.
The following table shows Warwick Savings' regulatory capital positions and ratios at March 31, 2003.
Actual | For Capital Adequacy Purposes |
To Be Well Capitalized Under Prompt Corrective Action Provisions |
|||||||
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
||||
Total Capital
(to risk-weighted assets) |
$ 63,139 | 15.73 | % | $ 32,120 | 8.00 | % | $40,150 | 10.00 | % |
Tier 1 Capital
(to risk-weighted assets) |
58,563 | 14.59 | % | 16,060 | 4.00 | % | 24,090 | 6.00 | % |
Tier 1 Capital
(to average assets) |
58,563 | 7.78 | % | 30,126 | 4.00 | % | 37,657 | 5.00 | % |
The following table shows the Parent Company's regulatory capital positions and ratios as of March 31, 2003.
Actual | For Capital Adequacy Purposes |
To Be Well Capitalized Under Prompt Corrective Action Provisions |
|||||||
Amount |
Percent |
Amount |
Percent |
Amount |
Percent |
||||
Total Capital
(to risk-weighted assets) |
$78,360 | 17.72 | % | $ 35,385 | 8.00 | % | $44,231 | 10.00 | % |
Tier 1 Capital
(to risk-weighted assets) |
73,347 | 16.58 | 17,693 | 4.00 | 26,539 | 6.00 | |||
Tier 1 Capital
(to average assets) |
73,347 | 9.18 | 31,964 | 4.00 | 39,956 | 5.00 |
Item 3. Quantitative And Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosure about market risk is presented at December 31, 2002 in the Company's Annual Report on Form 10-K, which was filed with the SEC on March 31, 2003. There have been no material changes in the Company's market risk at March 31, 2003 as compared to December 31, 2002. The Company's most significant form of market risk is interest rate risk, as the majority of its assets and liabilities are sensitive to changes in interest rates. As noted in Item 2, Management's Discussion and Analysis, the decrease in the Company's net interest income is due, in part, to the relative changes in yield and cost of the Company's assets and liabilities as a result of the decreasing market interest rates in 2002 and into 2003. Should market interest rates increase, the cost of interest-bearing liabilities may increase faster than the rates on interest-bearing assets. Conversely, should market interest rates fall significantly below current levels, the Company's net interest margin may also be negatively impacted. Market risk is reviewed quarterly by the Company's Asset Liability Committee.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company's disclosure controls and procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the "Exchange Act")) was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management within the 90-day period preceding the filing date of this quarterly report. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Since the date of this evaluation there have been no significant changes in, or corrective actions taken regarding, the Company's internal controls or in other factors that could significantly affect these controls.
The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Index to Exhibits.
(b) Reports on Form 8-K
On February 26, 2003, the Company filed a Form 8-K, dated February 26, 2003, with the SEC amending the Company's news release announcing the reclassification of interest income for the three and twelve months ended December 31, 2002.
On March 19, 2003, the Company filed a Form 8-K, dated March 19, 2003, with the SEC announcing the Company's ninth stock repurchase program.
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.
Warwick Community Bancorp, Inc.
(Registrant) |
||
Date: May 14, 2003 | By: | /s/ Fred G. Kowal Fred G. Kowal Chairman and Chief Executive Officer (Duly Authorized Officer) |
Date: May 14, 2003 | By: | /s/ Arthur W. Budich Arthur W. Budich Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
CERTIFICATIONS
I, Fred G. Kowal, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Warwick Community Bancorp, Inc. (the "Registrant");
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 consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the consolidated 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 officer 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 officer 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 officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could have significantly affected internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
CERTIFICATIONS
I, Arthur W. Budich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Warwick Community Bancorp, Inc. (the "Registrant");
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 consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects the consolidated 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 officer 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 officer 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 officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could have significantly affected internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003
/s/ Arthur W. BudichINDEX TO EXHIBITS
Exhibit Number |
Document |
3.1 | Certificate of Incorporation of Warwick Community Bancorp, Inc. (1) |
3.2 | Bylaws of Warwick Community Bancorp, Inc., as amended (9) |
4.1 | Certificate of Incorporation of Warwick Community Bancorp, Inc. (11) |
4.2 | Bylaws of Warwick Community Bancorp, Inc., as amended (11) |
4.3 | Form of Stock Certificate of Warwick Community Bancorp, Inc. (1) |
4.4 | Rights Agreement between Warwick Community Bancorp, Inc. and Registrar and Transfer Company, dated as of October 17, 2000, as amended by Amendment No. One to the rights Agreement dated September
17, 2002 (6) |
4.5 | Form of Right Certificate (7) |
4.6 | Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of Warwick Community Bancorp, Inc. (7) |
10.1 | Employment Agreement by and between Warwick Community Bancorp, Inc. and Fred G. Kowal (8) |
10.2 | Amendment No. 1 to the Employment Agreement by and between Warwick Community Bancorp, Inc. and Fred G. Kowal (10) |
10.3 | Employment Agreement by and between Warwick Community Bancorp, Inc. and Ronald J. Gentile (2) |
10.4 | First Amendment to Employment Agreement by and between Warwick Community Bancorp, Inc. and Ronald J. Gentile (4) |
10.5 | Employment Agreement by and between Warwick Community Bancorp, Inc. and Arthur W. Budich (2) |
10.6 | First Amendment to Employment Agreement by and between Warwick Community Bancorp, Inc. and Arthur W. Budich (4) |
10.7 | Employment Agreement by and between Warwick Community Bancorp, Inc. and Nancy L. Sobotor-Littell (2) |
10.8 | First Amendment to Employment Agreement by and between Warwick Community Bancorp, Inc. and Nancy L. Sobotor-Littell (4) |
Exhibit Number |
Document |
10.9 | Recognition and Retention Plan of Warwick Community Bancorp, Inc. (3) |
10.10 | First Amendment to the Recognition and Retention Plan of Warwick Community Bancorp, Inc. (5) |
10.11 | Second Amendment to the Recognition and Retention Plan of Warwick Community Bancorp, Inc. (8) |
10.12 | Trust Agreement between Warwick Community Bancorp, Inc. and Orange County Trust Company for the Recognition and Retention Plan of Warwick Community Bancorp, Inc. (2) |
10.13 | Stock Option Plan of Warwick Community Bancorp, Inc. (3) |
10.14 | First Amendment to the Stock Option Plan of Warwick Community Bancorp, Inc. (5) |
10.15 | Form of Amended Stock Option Agreement for Directors under the Stock Option Plan of Warwick Community Bancorp, Inc (9) |
10.16 | Form of Amended Stock Option Agreement for Employees under the Stock Option Plan of Warwick Community Bancorp, Inc.(9) |
10.17 | Benefit Restoration Plan of The Warwick Savings Bank (1) |
10.18 | Grantor Trust Agreement by and between The Warwick Savings Bank and HSBC Bank USA for the Benefit Restoration Plan of The Warwick Savings Bank (2) |
10.19 | Change in Control Severance Plan of Warwick Community Bancorp, Inc. and Affiliates (9) |
11.1 | Statement re: Computation of per share earnings (See the Statement of Income and Note 2 of the Notes to Unaudited Consolidated Financial Statements in this report on Form 10-Q). |
99.1 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Incorporated herein by reference to the Exhibits to the Company's Registration Statement on Form S-1, filed on September 19, 1997, Registration No. 333-36021. |
(2) | Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1998. |
(3) | Incorporated herein by reference to the Company's definitive Proxy Statement for the Special Meeting of Shareholders held on June 24, 1998. |
(4) | Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the transition period from June 30, 1998 to December 31, 1998. |
(5) | Incorporated herein by reference to the Company's definitive Proxy Statement for the Special Meeting of Shareholders held on April 20, 1999. |
(6) | Incorporated herein by reference to the Exhibits to the Company's Registration Statement on Form 8-A, filed on October 18,2000. |
(7) | Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. |
(8) | Incorporated herein by reference to the Exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. |
(9) | Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001. |
(10) | Incorporated herein by reference to the Company's Quarterly Report on Form t for the Special-Q for the quarter ended September 30, 2002. |
(11) | Incorporated herein by reference to the Exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002. |
EXHIBIT 99.1
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned hereby certifies in his capacity as an officer of Warwick Community Bancorp, Inc. (the "Registrant") that the Quarterly Report of the Registrant on Form 10-Q for the period ended March 31, 2003 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the consolidated financial condition of the Registrant at the end of such period and the results of operations of the Registrant for such period.
Date: May 14, 2003 | By: | /s/ Fred G. Kowal Fred G. Kowal Chairman and Chief Executive Officer |
Date: May 14, 2003 | By: | /s/ Arthur W. Budich Arthur W. Budich Senior Vice President and Chief Financial Officer |