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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 10-Q

 

ý              Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2004 or

 

o              Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                      .

 

No. 000-24601

(Commission File
Number)

 

PSB BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Pennsylvania

 

 

 

23-2930740

(State of Incorporation)

 

 

 

(IRS Employer ID Number)

 

1835 Market Street, Philadelphia, PA 19103

(Address of Principal Executive Offices)

 

(215) 979-7900

(Registrant’s Telephone
Number)

 

Indicate by checkmark 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  ý     No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

 

Yes  o     No  ý

 

Number of shares outstanding as of November 10, 2004

 

Common Stock (no par value)

 

4,883,038

(Title of Class)

 

(Outstanding Shares)

 

 



 

PSB BANCORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2004

 

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Consolidated Statements of Financial Condition as of September 30, 2004 (unaudited) and December 31, 2003

 

 

 

 

 

 

 

Consolidated Statements of Income (unaudited) for the Three and Nine Month Periods Ended September 30, 2004 and 2003

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows (unaudited) for the Nine Month Periods Ended September 30, 2004 and 2003

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Month Periods Ended September 30, 2004 and 2003

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

 

 

Item 5.

Other Information

 

 

 

 

 

 

Item 6.

Exhibits

 

 



 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements.

 

PSB BANCORP, INC. AND SUBSIDIARY

STATEMENTS OF FINANCIAL CONDITION

(In thousands except share data)

 

 

 

September 30,
2004

 

December 31,
2003

 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

5,056

 

$

3,084

 

Interest-earning deposits with banks

 

57,703

 

34,692

 

Federal funds sold

 

26,583

 

14,632

 

Total cash and cash equivalents

 

89,342

 

52,408

 

 

 

 

 

 

 

Loans held-for-sale

 

75,936

 

51,859

 

Investment securities available-for-sale, at fair value

 

88,839

 

102,882

 

Investment securities held to maturity (fair value $1,752 and $790)

 

1,732

 

775

 

Federal Home Loan Bank stock – at cost

 

1,280

 

1,021

 

Federal Reserve Bank stock – at cost

 

1,139

 

320

 

 

 

 

 

 

 

Loans

 

266,195

 

240,452

 

Less allowance for possible loans losses

 

(3,031

)

(3,069

)

Net loans

 

263,164

 

237,383

 

Accrued interest receivable

 

2,115

 

2,225

 

Premises and equipment, net

 

2,597

 

2,855

 

Bank-owned life insurance

 

12,579

 

12,224

 

Other assets

 

5,456

 

6,378

 

 

 

22,747

 

23,682

 

Total assets

 

$

544,179

 

470,330

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits

 

 

 

 

 

Non-interest bearing

 

38,871

 

32,806

 

Interest bearing

 

448,527

 

383,354

 

 

 

 

 

 

 

Total deposits

 

487,398

 

416,160

 

 

 

 

 

 

 

Securities sold under agreements to repurchase

 

1,109

 

1,099

 

Advances from borrowers for taxes and insurance

 

2,252

 

2,744

 

Other liabilities

 

2,108

 

3,204

 

 

 

5,469

 

7,047

 

Total liabilities

 

492,867

 

423,207

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Common stock authorized, 15,000,000 shares no par value, 4,883,038 and 4,530,940 shares issued and outstanding on September 30, 2004 and December 31, 2003, respectively

 

44,817

 

42,179

 

Retained earnings

 

8,232

 

6,919

 

Accumulated other comprehensive loss

 

(144

)

(199

)

Employee stock ownership plan

 

(1,163

)

(1,369

)

Treasury stock, at cost, 78,187 and 75,996 on September 30, 2004 and December 31, 2003, respectively

 

(430

)

(407

)

 

 

 

 

 

 

Total shareholders’ equity

 

51,312

 

47,123

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

544,179

 

$

470,330

 

 

1



 

The accompanying notes are an integral part of these financial statements

 

2



 

PSB BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

 

 

 

Three months ended
September 30,

 

 

 

2004

 

2003

 

 

 

(Unaudited)

 

Interest income

 

 

 

 

 

Loans, including fees

 

$

5,666

 

$

5,551

 

Investment securities

 

811

 

905

 

Deposits with banks

 

265

 

189

 

Total interest income

 

6,742

 

6,644

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

Interest on deposits

 

2,286

 

2,123

 

Interest on borrowings

 

6

 

6

 

Total interest expense

 

2,292

 

2,129

 

 

 

 

 

 

 

Net interest income

 

4,450

 

4,515

 

 

 

 

 

 

 

Provision for loan losses

 

90

 

0

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

4,360

 

4,515

 

 

 

 

 

 

 

Non-interest operating income

 

490

 

483

 

 

 

 

 

 

 

Other non-operating income

 

507

 

 

 

 

 

 

 

 

Non-interest expenses

 

 

 

 

 

Salaries and employee benefits

 

2,564

 

2,401

 

Occupancy and equipment

 

608

 

544

 

Other operating

 

1,326

 

1,385

 

Total non-interest expenses

 

4,498

 

4,330

 

 

 

 

 

 

 

Other non-operating expenses

 

465

 

 

 

 

 

 

 

 

Income before income taxes

 

394

 

668

 

Income taxes

 

134

 

221

 

 

 

 

 

 

 

Net income

 

$

260

 

$

447

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

Basic:

 

$

0.06

 

$

0.11

 

 

 

 

 

 

 

Diluted:

 

$

0.05

 

$

0.10

 

 

The accompanying notes are an integral part of these financial statements

 

3



 

PSB BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

 

 

 

Nine months ended
September 30,

 

 

 

2004

 

2003

 

 

 

(Unaudited)

 

Interest income

 

 

 

 

 

Loans, including fees

 

$

16,773

 

$

17,706

 

Investment securities

 

2,617

 

2,327

 

Deposits with banks

 

515

 

879

 

Total interest income

 

19,905

 

20,908

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

Interest on deposits

 

6,020

 

7,612

 

Interest on borrowings

 

17

 

22

 

Total interest expense

 

6,037

 

7,634

 

 

 

 

 

 

 

Net interest income

 

13,868

 

13,274

 

 

 

 

 

 

 

Provision for loan losses

 

90

 

45

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

13,778

 

13,229

 

 

 

 

 

 

 

Non-interest income operating

 

1,503

 

1,549

 

 

 

 

 

 

 

Other non-operating income

 

1,641

 

 

 

 

 

 

 

 

Non-interest expenses

 

 

 

 

 

Salaries and employee benefits

 

7,193

 

6,667

 

Occupancy and equipment

 

1,751

 

1,543

 

Other operating

 

4,367

 

4,329

 

Total non-interest expenses

 

13,311

 

12,539

 

 

 

 

 

 

 

Other non-operating expense

 

1,622

 

 

 

 

 

 

 

 

Income before income taxes

 

1,989

 

2,239

 

Income taxes

 

676

 

728

 

 

 

 

 

 

 

Net income

 

$

1,313

 

$

1,511

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

$

0.30

 

$

0.36

 

 

 

 

 

 

 

Diluted:

 

$

0.26

 

$

0.35

 

 

The accompanying notes are an integral part of these financial statements

 

4



 

PSB BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

 

 

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

 

 

(Unaudited)

 

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

Net income

 

$

1,313

 

$

1,511

 

Adjustments used in operating activities:

 

 

 

 

 

Provision for loan losses

 

90

 

45

 

Depreciation and amortization

 

614

 

658

 

Amortization of discounts and accretion of premiums on investment securities

 

104

 

(174

)

Gain on sale of real estate

 

(10

)

24

 

Proceeds from sale and amortization of loans held for sale

 

8,766

 

28,410

 

Originations of loans held for sale

 

(32,843

)

(55,225

)

ESOP expense

 

460

 

315

 

Change in assets and liabilities:

 

 

 

 

 

Decrease in accrued interest receivable

 

110

 

548

 

Increase in other assets

 

(148

)

(1,275

)

Decrease in accrued expenses

 

(1,096

)

(2,272

)

 

 

 

 

 

 

Net cash used in operating activities

 

(22,640

)

(27,435

)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of investment securities, available-for-sale

 

(10,845

)

(85,304

)

Proceeds from sale of investment securities

 

10,000

 

 

Proceeds from maturities and calls of investment securities

 

14,133

 

41,402

 

Purchase of Federal Home Loan Bank and Federal Reserve Bank Stock

 

(1,078

)

(400

)

Net (increase) decrease in loans

 

(25,567

)

56,744

 

Proceeds from sale of real estate owned

 

170

 

92

 

Purchase of premises and equipment

 

(356

)

(686

)

 

 

 

 

 

 

Net cash (used in) provided by investing activities

 

(13,543

)

11,848

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Net increase (decrease) in deposits

 

71,238

 

(16,417

)

Increase in securities sold under agreements to repurchase

 

10

 

21

 

Change in advances for borrowers’ taxes and insurance

 

(492

)

(1,104

)

Exercised stock options

 

2,384

 

 

Change in treasury stock

 

(23

)

(15

)

Net cash provided by (used in) financing activities

 

73,117

 

(17,515

)

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

36,934

 

(33,102

)

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

52,408

 

110,269

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

89,342

 

$

77,167

 

 

5



 

The accompanying notes are an integral part of these financial statements

 

6



 

PSB BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

(Unaudited)

 

(Unaudited)

 

Net income

 

$

260

 

$

447

 

$

1,313

 

$

1,511

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated comprehensive income (loss), investments available for sale

 

742

 

(1,014

)

55

 

(1,458

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

1,002

 

$

(567

)

$

1,368

 

$

53

 

 

The accompanying notes are an integral part of these financial statements

 

7



 

PSB BANCORP, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

(Unaudited)

 

1.              Basis of Presentation

 

This quarterly report presents the consolidated financial statements of PSB Bancorp, Inc.(“PSB”) and its subsidiaries.

 

PSB’s financial statements reflect all adjustments and disclosures which management believes are necessary for a fair presentation of interim results.  The results of operation for the quarter presented does not necessarily indicate the results that PSB will achieve for all of 2004.  You should read these interim financial statements in conjunction with the consolidated financial statements and accompanying notes that are presented in the PSB Bancorp, Inc. Annual Report on Form 10-K for the year ended December 31, 2003.

 

The financial information in this quarterly report has been prepared in accordance with PSB’s customary accounting practices; these financial statements have not been audited.  Certain information and footnote disclosures required under generally accepted accounting principles have been condensed or omitted, as permitted by rules and regulations of the Securities and Exchange Commission.

 

2.              Pension Plans

 

Supplemental Executive Retirement Plan

 

In the third quarter of 2004 First Penn Bank established a nonqualified, noncontributory Supplemental Executive Retirement Plan (the “Executive Plan”) for certain executives that provide for payments upon retirement, death or disability.  The annual benefit is based on annual salary and bonuses (as defined in the Executive Plan) plus interest.  Expense related to the Executive Plan included in the consolidated statements of income is approximately $142,500 for the three month period ended September 30, 2004.

 

Net periodic defined benefit pension expense for the three months ended September 30, 2004 included the following components (in thousands):

 

 

 

2004

 

Service cost

 

$

140,000

 

Interest cost

 

2,500

 

Expected return on plan assets

 

0

 

Amortization of prior service cost

 

0

 

Amortization of unrecognized net actuarial loss

 

0

 

Net periodic benefit expense

 

$

142,500

 

 

8



 

We currently expect to contribute approximately $142,500 to the Executive Plan with respect to 2004. We made contributions of $0 to the plan in the three month period ended September 30, 2004.

 

Net periodic defined benefit pension expense for the three months ended September 30, 2004 and 2003 included the following components (in thousands):

 

 

 

2004

 

2003

 

Service cost

 

$

 

$

 

Interest cost

 

16

 

16

 

Expected return on plan assets

 

14

 

13

 

Amortization of prior service cost

 

 

 

Amortization of unrecognized net actuarial loss

 

 

 

Net periodic benefit expense

 

$

3

 

$

4

 

 

We currently expect to contribute approximately $20,865 to our pension plan with respect to 2004. We are currently evaluating the impact of the Pension Funding Equity Act enacted in April 2004 on our projected funding. We made contributions of $0 to the plan in the three month period ended September 30, 2004.

 

3.              Earnings Per Share (EPS)

 

PSB has appealed the U.S. District Court for the Eastern District of Pennsylvania’s ruling in favor of the plaintiffs’ motion for summary judgment regarding the validity of 895,240 stock options previously declared void by PSB.  Pending the outcome of the appeal, PSB and the plaintiffs have entered into an agreement whereby shares of PSB common stock have been issued to the plaintiffs at the strike price of the contested options.  However, both the shares of common stock and the proceeds of the exercise of the options have been escrowed pending the outcome of the appeal.

 

The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted EPS computation.  The computation of dilutive earnings per share now includes 895,240 shares of the 1,371,200 options which were issued in connection with the 1999 First Bank of Philadelphia acquisition and were originally

 

9



 

deemed invalid by management.  These shares are considered to be contingently issuable shares and are required to be included in the calculation of diluted EPS and excluded from the calculation of basic EPS for the three and nine month period ended September 30, 2004, because they currently are held in escrow and all or part may be returned pending the outcome of the appeal of the court ruling which rendered the options valid. 

 

 

 

Nine months ended September 30, 2004

 

 

 

Income
(numerator)

 

Weighted
average shares (denominator)

 

Per share
amount

 

 

 

(In thousands, except per share data)

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

1,313

 

4,444

 

$

0.30

 

 

 

 

 

 

 

 

 

Effect of dilutive stock options

 

 

689

 

(0.04

)

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

Income available to common stockholders plus effect of dilutive securities

 

$

1,313

 

5,133

 

$

0.26

 

 

There were 2,128 options that were anti-dilutive for the nine months ended September 30, 2004.

 

 

 

Three months ended September 30, 2004

 

 

 

Income
(numerator)

 

Weighted
average shares (denominator)

 

Per share
amount

 

 

 

(In thousands, except per share data)

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

260

 

4,437

 

$

0.06

 

 

 

 

 

 

 

 

 

Effect of dilutive stock options

 

 

728

 

(0.01

)

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders plus effect of dilutive securities

 

$

260

 

5,165

 

$

0.05

 

 

There were no options that were anti-dilutive for the three months ended September 30, 2004.

 

 

 

Nine months ended September 30, 2003

 

 

 

Income (numerator)

 

Weighted
average shares (denominator)

 

Per share
amount

 

 

 

(In thousands, except per share data)

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

1,511

 

4,238

 

$

0.36

 

 

 

 

 

 

 

 

 

Effect of dilutive stock options

 

 

84

 

(0.01

)

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders plus effect of dilutive securities

 

$

1,511

 

4,322

 

$

0.35

 

 

10



 

No options were anti-dilutive at September 30, 2003.

 

 

 

Three months ended September 30, 2003

 

 

 

Income
(numerator)

 

Weighted
average shares (denominator)

 

Per share
amount

 

 

 

(In thousands, except per share data)

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

447

 

4,230

 

$

0.11

 

 

 

 

 

 

 

 

 

Effect of dilutive stock options

 

 

92

 

(0.01

)

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders plus effect of dilutive securities

 

$

447

 

4,322

 

$

0.10

 

 

No options were anti-dilutive at September 30, 2003.

 

4.              Stock-Based Compensation

 

In the second quarter of 2004, PSB awarded a total of 200,000 restricted shares of common stock to executives of PSB pursuant to the provisions of PSB’s stock incentive plans.   Shares awarded are earned at a rate of twenty percent (20%) of the aggregate number of shares covered by the share award at the end of each full 12 month period following the date of the grant.  However, upon a Change of Control (as defined in the stock incentive plan), all awards vest immediately.  Expense related to the stock awards included in the consolidated statements of income is $116,000 for the three month period ended September 30, 2004.

 

During the nine months ended September 30, 2004, there  were 1,020,000 stock options granted.  The fair value of each option granted during this period was $2.27.  The fair value was estimated on the date of grant using the Black Scholes pricing model with the following assumptions:  no dividend yield, expected volatility 27.00%, a risk-free interest rate of 3.30% and an expected life of 3.00 years.

 

11



 

Had compensation costs for the first nine months been determined based on the fair value of the options at the grant dates consistent with the method SFAS No. 123 “Accounting for Stock-Based Compensation,” PSB’s net income and earnings per share, basic and diluted, would have been as reduced to the pro forma amounts indicated below for the three and nine month periods ended September 30, 2004:

 

 

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

(In thousands except per share data)

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net income as reported

 

$

260

 

$

447

 

$

1,313

 

$

1,511

 

Less: stock-based compensation costs

 

(16

)

(24

)

(2,334

)

(40

)

Pro forma net (loss) income

 

244

 

423

 

(1,021

)

1,471

 

Earnings Per Share Basic:

 

 

 

 

 

 

 

 

 

As reported

 

$

0.06

 

$

0.11

 

$

0.29

 

0.36

 

Pro forma

 

$

0.05

 

$

0.11

 

($0.23

)

0.35

 

Earnings Per Share Diluted:

 

 

 

 

 

 

 

 

 

As Reported

 

$

0.05

 

$

0.10

 

$

0.25

 

0.35

 

Pro forma

 

$

0.05

 

$

0.10

 

($0.20

)

0.34

 

 

5.              Regulatory Matters

 

After several regulatory examinations, effective August 16, 2004, the Memorandum of Understanding entered into on April 14, 2003, between PSB and the Federal Reserve Bank of Philadelphia was terminated.

 

6.              New Accounting Pronouncements

 

12



 

In November 2003, the Emerging Issues Task Force (EITF) of the FASB issued EITF Abstract 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (EITF 03-1).  The quantitative and qualitative disclosure provisions of EITF 03-1 were effective for years ending after December 15, 2003 and were included in PSB’s 2003 Form 10-K.  In March 2004, the EITF issued a Consensus on Issue 03-1 requiring that the provisions of EITF 03-1 be applied for reporting periods beginning after June 15, 2004 to investments accounted for under SFAS No. 115 and 124. EITF 03-1 establishes a three-step approach for determining whether an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. In September 2004, the FASB issued a proposed Staff Position, EITF Issue 03-1-a, Implementation Guidance for the Application of Paragraph 16 of EITF 03-1 (EITF 03-1-a).  EITF 03-1-a would provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or sector spreads and analyzed for other-

 

13



 

than-temporary impairment under paragraph 16 of EITF 03-1.  In September 2004, the FASB issued a Staff Position, EITF Issue 03-1-1, Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1 (EITF 03-1-1).  FSP EITF Issue No. 03-1-1, Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, ‘The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments delays the effective date of certain provisions of EITF Issue 03-1, including steps two and three of the Issue’s three-step approach for determining whether an investment is other-than-temporarily impaired.  However, step one of that approach must still be initially applied for impairment evaluations in reporting periods beginning after June 15, 2004. The delay of the effective date for paragraphs 10-20 of EITF Issue 03-1 will be superseded with the final issuance of proposed FSP EITF Issue 03-1-a,  Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, ‘‘The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. PSB is currently evaluating this proposed statement and its effects on its results of operations.

 

7.              Variable Interest Entities

 

In January 29, 1999, PSB purchased 1,600,000 shares of Series A Convertible Preferred Stock, $.01 par value per share, (the “Preferred Stock”) of McGuire Performance Solutions, Inc. (“MPS”).  PSB purchased the shares for $.78125 per share for a total cost of $1,250,000.  In 2000, MPS changed its name to Iron Bridge Holdings, Inc. (“Iron Bridge”) and formed two new subsidiaries, one adopting the MPS name and the other, Avanti Capital, Inc, a registered investment advisory company.  During the year ended December 31, 2001, and 2000, PSB purchased an additional 375,000 shares and 500,000 shares, respectively, of the Preferred Stock for $1.00 per share for a total cost $875,000.  On December 27, 2002, the founding shareholders of Iron Bridge purchased from PSB 304,350 shares of preferred stock for $0.88 per share, which was the average cost per share paid by PSB for these shares.  PSB currently owns 87.7% of the Preferred Stock, which represents a 49.9% fully diluted ownership interest in Iron Bridge.  The Iron Bridge subsidiary, MPS, is a nationally recognized firm delivering cost-effective solutions for high performance total balance sheet management to banks, thrifts, credit unions and other financial institutions.

 

In the first quarter of 2004 PSB adopted FASB interpretation No. 46(R) Consolidation of Variable Interest Entities (“FIN 46(R)”).  In applying FIN 46(R), it was determined that PSB, as the largest shareholder and virtually Iron Bridge’s only financial resource, would absorb a majority of Iron Bridge’s expected losses.  Therefore, it was PSB’s conclusion that in accordance with FIN 46(R), Iron Bridge is a variable interest entity and thus PSB was required to consolidate the financial results of Iron Bridge during the first quarter of 2004.

 

The consolidation of Iron Bridge resulted in PSB recording goodwill of $1,424,957 and minority interest of $168,320.  PSB accounts for goodwill in accordance with SFAS 142, “Goodwill and Other Intangible Assets”.  Goodwill is now subject to impairment testing at least annually to determine whether write-downs of the recorded balances are necessary.  PSB tests for impairment based on the goodwill maintained at each defined reporting unit.  A fair value is determined for each reporting unit based on at least one of three various market valuation methodologies. If the fair value of the

 

14



 

reporting unit exceeds its then book value, no write-down of recorded goodwill is necessary.  If the fair value of a reporting unit is less, an expense may be required on PSB’s books to write down the related goodwill to the proper carrying value.  As of September 30, 2004, PSB completed its transitional testing, and determined that no impairment write-off was necessary.  No assurance can be given that future goodwill impairment tests will not result in a charge to earnings.

 

8.              Reclassifications

 

Certain 2003 amounts have been reclassified to conform to the 2004 presentation.

 

15



 

Item 2.           Management’s Discussion and Analysis of the Financial Condition and Results of Operations.

 

RESULTS OF OPERATIONS

 

General

 

PSB’s results of operations depend primarily on the Bank’s net interest income, which is the difference between interest income on interest-earning assets, and interest expense on its interest-bearing liabilities.  The Bank’s interest-earning assets consist primarily of loans receivable and investment securities, while its interest-bearing liabilities consist primarily of deposits and borrowings.  The Bank’s net income is also affected by its provision for loan losses and its level of non-interest income as well as by its non-interest expense, such as salary, employee benefits, occupancy costs, and charges relating to non-performing and other classified assets.

 

Impact of Inflation

 

The financial statements and related financial data presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.  The primary impact of inflation on the operation of the Bank is reflected in increased operating costs.  Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature.  As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of inflation.  Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services.

 

Critial Accounting Policies, Judgments and Estimates

 

Allowance for Credit Losses

 

PSB uses the reserve method of accounting for loan losses.  The balance in the allowance for loan losses is determined based on management’s review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management’s assumptions as to future delinquencies, recoveries, and losses.  Increases to the allowance for loan losses are made by charges to the provision for loan losses.  Recoveries of previously charged-off amounts are credited to the allowance for loan losses.

 

While management considers the allowance for loan losses to be adequate based on information currently available, future additions to the allowance may be necessary due to changes in economic conditions or management’s assumptions as to future delinquencies, recoveries and losses and management’s intent with regard to the disposition of loans.  In addition, the regulators, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses.  The banking regulators may require the Bank to recognize

 

16



 

additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination.

 

Performance Overview

 

PSB’s net income for the third quarter of 2004 was $260,000 or $0.05 on a diluted per share basis, compared to net income of $477,000 or $0.10 per diluted share for the third quarter of 2003.  The decrease in net income for the third quarter of 2004 compared to the third quarter of 2003 is due to increases in salaries and employee benefits, occupancy and equipment expense, and an increase in PSB’s provision for loan losses.

 

PSB’s net interest margin decreased by 47 basis points from 3.97% for the three months ended September 30, 2004 to 3.50% for the same period in 2003.

 

Net Income

 

PSB’s net income totaled $260,000 and $447,000 for the three months ended September 30, 2004 and 2003, respectively.  PSB’s basic and diluted earnings per share for the three months ended September 30, 2004, were $0.06 and $0.05 respectively, compared to $0.11 and $0.10 per share for the three months ended September 30, 2003.

 

PSB’s net income for the nine months ended September 30, 2004, totaled $1.3 million compared to $1.5 million for the same period in 2003.  PSB’s basic and diluted earnings per share for the nine months ended September 30, 2004 were $0.30 and $0.26 respectively, compared to $0.36 and $0.35 for the basic and diluted earnings for the nine months ended September 30, 2003.

 

Net Interest Income and Average Balances

 

Net interest income is a key component of PSB’s profitability and is managed in coordination with PSB’s interest rate sensitivity position.  Net interest income for the third quarter of 2004 was $4.5 million, unchanged from the third quarter of 2003.  Net interest income for the nine month period ended September 30, 2004, was $13.9 million compared to $13.3 million for the same period in 2003, or a 4.51% increase.  This increase is primarily attributable to an overall lower cost of funds that increased the interest rate spread for the period.

 

Overall, average total interest-earning assets provided a yield of 5.30% for the three months ended September 30, 2004, compared to 5.84% for the same period in 2003.  Average total loans were $331.9 million for the three months ended September 30, 2004, and provided a yield of 6.83% for the period, compared to average total loans of $276.4 million for the three months ended September 30, 2003, which provided a yield of 8.03% for the period.

 

Average total interest-bearing liabilities increased from $401.3 million to $451.1 million or 12.41% for the three months ended September 30, 2004 compared to the three-month period ended September 30, 2003.  The average rate on total interest-bearing liabilities decreased 9 basis points from 2.12% for the three months ended September 30, 2003 to 2.03% for the three months ended September 30, 2004.  The increase in interest-bearing liabilities resulted from increases in

 

17



 

certificates of deposit and NOW checking accounts.  The decrease in the overall rate paid on interest-bearing liabilities was due to PSB’s ability to decrease the rate paid on all of its interest-bearing liabilities.

 

Overall, average total interest-earning assets provided a yield of 5.59% for the nine months ended September 30, 2004, compared to 6.01% for the same period in 2003.  Average total loans of $312.1 million for the nine months ended September 30, 2004, provided a yield of 7.17%, compared to average total loans of $291.0 million for the nine months ended September 30, 2003, that provided a yield of 8.11%.  The increase in average total loans was primarily due to an increase in multi-family residential mortgage loans, nonresidential mortgage loans and commercial loans.

 

Average total interest-bearing liabilities increased from $416.4 million to $419.7 million or 0.79% for the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003.  The primary reason for the change in total interest-bearing liabilities was a increase in certificates of deposit and NOW checking accounts.  The average rate on interest-bearing liabilities for the nine month period ending September 30, 2004, decreased 52 basis points from 2.44% for the nine months ended September 30, 2003, to 1.92% for the nine months ended September 30, 2004.

 

Provision for Loan Losses

 

The provision for loan losses represents the charge against earnings that is required to fund the allowance for loan losses.   PSB determines the level of the allowance for loan losses through a regular review of the loan portfolio.   Management’s evaluation of the adequacy of the allowance for loan losses is based upon an examination of the portfolio as well as such factors as declining trends, the volume of loan concentrations, adverse situations that may affect the borrower’s ability to pay, prior loss experience within the portfolio, current economic conditions and the results of the most recent regulatory examinations.  PSB made a provision of $90,000 for loan losses during the nine months ended September 30, 2004 and made a provision of $45,000 for the nine months ended September 30, 2003. Additionally,  PSB had charge-offs against the allowance for loan losses of $304,000 and $574,000 and recoveries of $176,000 and $130,000 during the nine month periods ended September 30, 2004 and 2003, respectively.

 

18



 

Average Balance Sheets and Rate/Yield Analysis

 

Net interest income is affected by changes in both average interest rates and average volumes of interest-earning assets and interest-bearing liabilities.  The following tables present the average daily balances of assets, liabilities, and shareholders’ equity and the respective interest earned or paid on interest-earning assets and interest-bearing liabilities, as well as average rates for the period indicated:

 

 

 

Three Months Ended September 30,

 

 

 

2004

 

2003

 

 

 

Average
Balance

 

Interest

 

Yield/
Rate

 

Average
Balance

 

Interest

 

Yield/
Rate

 

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning deposits

 

$

82,933

 

$

265

 

1.28

%

$

87,342

 

$

189

 

0.87

%

Investment securities

 

50,826

 

400

 

3.15

 

61,339

 

460

 

3.00

 

Mortgage-backed securities

 

43,089

 

411

 

3.82

 

29,957

 

445

 

5.94

 

Loans

 

331,904

 

5,666

 

6.83

 

276,379

 

5,550

 

8.03

 

Total interest-earning assets

 

508,752

 

$

6,742

 

5.30

%

455,017

 

$

6,644

 

5.84

%

Noninterest-earning assets

 

27,877

 

 

 

 

 

28,160

 

 

 

 

 

Total assets

 

$

536,629

 

 

 

 

 

$

483,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Now checking accounts

 

$

27,293

 

$

32

 

0.47

%

$

22,737

 

$

34

 

0.60

%

Money market accounts

 

67,823

 

195

 

1.15

 

73,099

 

169

 

0.92

 

Savings deposits

 

90,014

 

242

 

1.08

 

93,803

 

328

 

1.40

 

Certificates

 

264,855

 

1,817

 

2.74

 

210,584

 

1,592

 

3.02

 

Total deposits

 

449,985

 

2,286

 

1.02

%

400,223

 

2,123

 

2.12

 

Borrowed money

 

1,108

 

6

 

2.17

 

1,095

 

6

 

2.19

 

Total interest-bearing liabilities

 

451,093

 

$

2,292

 

2.03

%

401,318

 

$

2,129

 

2.12

%

Non-interest-bearing liabilities

 

35,972

 

 

 

 

 

34,947

 

 

 

 

 

Total liabilities

 

487,065

 

 

 

 

 

436,265

 

 

 

 

 

Shareholders’ equity

 

49,564

 

 

 

 

 

46,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

536,629

 

 

 

 

 

$

483,177

 

 

 

 

 

Net interest income

 

 

 

$

4,450

 

 

 

 

 

$

4,515

 

 

 

Interest rate spread

 

 

 

 

 

3.27

%

 

 

 

 

3.72

%

Net yield on interest-earning assets

 

 

 

 

 

3.50

%

 

 

 

 

3.97

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of interest-earning assets to  interest-bearing liabilities

 

 

 

 

 

1.15

x

 

 

 

 

1.15

x

 

19



 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

 

 

Average
Balance

 

Interest

 

Yield/
Rate

 

Average
Balance

 

Interest

 

Yield/
Rate

 

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning deposits

 

$

64,527

 

$

515

 

1.06

%

$

108,455

 

$

879

 

1.08

%

Investment securities

 

51,311

 

1,106

 

2.87

 

30,725

 

781

 

3.39

 

Mortgage-backed securities

 

47,144

 

1,511

 

4.27

 

33,683

 

1,542

 

6.10

 

Loans

 

312,056

 

16,773

 

7.17

 

291,027

 

17,706

 

8.11

 

Total interest-earning assets

 

475,038

 

$

19,905

 

5.59

%

463,890

 

$

20,908

 

6.01

%

Noninterest-earning assets

 

25,095

 

 

 

 

 

25,778

 

 

 

 

 

Total assets

 

$

500,133

 

 

 

 

 

$

489,668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Now checking accounts

 

$

26,7636

 

$

99

 

0.49

%

$

22,043

 

$

161

 

0.97

%

Money market accounts

 

69,103

 

611

 

1.18

 

71,367

 

783

 

1.46

 

Savings deposits

 

91,291

 

758

 

1.11

 

93,749

 

1,155

 

1.64

 

Certificates

 

231,502

 

4,552

 

2.62

 

228,121

 

5,513

 

3.22

 

Total deposits

 

418,632

 

6,020

 

1.92

 

415,280

 

7,612

 

2.44

 

Borrowed money

 

1,105

 

17

 

2.05

 

1,090

 

22

 

2.69

 

Total interest-bearing liabilities

 

419,737

 

$

6,037

 

1.92

%

416,370

 

$

7,634

 

2.44

%

Non-interest-bearing liabilities

 

31,845

 

 

 

 

 

26,575

 

 

 

 

 

Total liabilities

 

451,582

 

 

 

 

 

442,945

 

 

 

 

 

Shareholders’ equity

 

48,551

 

 

 

 

 

46,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

500,133

 

 

 

 

 

$

489,668

 

 

 

 

 

Net interest income

 

 

 

$

13,868

 

 

 

 

 

$

13,274

 

 

 

Interest rate spread

 

 

 

 

 

3.67

%

 

 

 

 

3.56

%

Net yield on interest-earning assets

 

 

 

 

 

3.89

%

 

 

 

 

3.82

%

Ratio of interest-earning assets to  interest-bearing liabilities

 

 

 

 

 

1.13

x

 

 

 

 

1.11

x

 

Allowance for Loan Losses

 

The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged against the allowance for possible loan losses when management believes that the collectibility of the principal is unlikely.  The allowance is an amount that management believes will be adequate to absorb loan losses on existing loans that may become uncollectible based on evaluations of the collectibility of loans and prior loan loss experience.  The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrower’s ability to pay.  These estimates are particularly susceptible to changes that may result in a material adjustment to the allowance for loan losses.

 

20



 

As adjustments become identified, they are reported in earnings for the period in which they become known.  Management believes that it makes an informed judgment based upon available information.

 

It is the objective of PSB’s evaluation process to establish the following components of the allowance for loan losses:  a specific allocation for certain identified loans, a general allocation for pools of loans based on risk rating, and a general allocation for inherent loan portfolio losses.  Management performs current evaluations of its criticized and classified loan portfolios and assigns specific reserves that reflect the current risk to PSB.  A general reserve allocation is applied for pools of loans based on risk rating for all loans not specifically reserved for as described previously.  The methodology used to calculate the provision is consistent with the guidance provided in SAB No. 102.  Management reviews the adequacy of its allowance on an ongoing basis and will provide, as management may deem necessary, for additional provisions in future periods.

 

PSB accounts for its impaired loans in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” as amended by SFAS No. 118, “Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures.”  This standard requires that a creditor measure impairment based on the present value of expected future cash flow discounted at the loan’s effective interest rate, except that, as a practical expedient, a creditor may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.  Regardless of the measurement method, a creditor must measure impairment based on the fair value of the collateral when the creditor determines that foreclosure is probable.

 

Non-interest Income

 

Non-interest income consists of service charges, rental income, other income and gain on the sale of loans.  Non-interest income for the Bank increased $7,000 or 1.45% to $490,000 for the three months ended September 30, 2004, from $483,000 for the same period in the prior year.  It decreased by $46,000, or 6.25%, to $1.5 million for the nine month ending September 30, 2004 from $1.6 million in the prior comparative period.  The amount of other non-operating income listed separately on the Consolidated Statements of Income for the three and nine months periods ended September 30, 2004 was $507,000 and $1.6 million resulting from an accounting change that required that PSB consolidate the financial results of Iron Bridge as part of the adoption of FIN 46(R).  The investment in Iron Bridge is more fully described in Note 7 to the Consolidated Financial Statements.

 

Non-interest Expense

 

Non-interest expense for the Bank increased $168,000 or 4.65%, to $4.5 million for the three months ended September 30, 2004, from $4.3 million for the same period in the prior year.  Non-interest expense increased by $772,000, or 6.40%, to $13.3 million for the nine months ending September 30, 2004 from $12.5 million in the prior comparative period.  The primary reasons for the increase in non-interest expense in both the three and nine month comparative periods were increases in salaries and employee benefits and occupancy and equipment expense.

 

21



 

The amount of other non-operating expense listed separately on the Consolidated Statements of Income for the three and nine month periods ended September 30, 2004 was $465,000 and $1.6 million resulting from an accounting change that required that PSB consolidate the financial results of Iron Bridge as part of the adoption of FIN 46(R).  The investment in Iron Bridge is more fully described in Note 7 to the Consolidated Financial Statements.

 

The following table provides a summary of non-interest expense, by category of expense, for the nine months ended September 30, 2004, and 2003:

 

 

 

Nine months ended September  30,

 

 

 

2004

 

2003

 

 

 

(In thousands)

 

 

 

 

 

 

 

Salaries and employment benefits

 

$

7,193

 

$

6,667

 

Rent and occupancy expense

 

1,751

 

1,543

 

Professional fees

 

635

 

779

 

FDIC insurance expense

 

149

 

125

 

General insurance

 

220

 

178

 

Advertising

 

218

 

126

 

Data processing fees

 

134

 

240

 

Director fees

 

184

 

205

 

Other operating expense

 

2,827

 

2,676

 

Other non-operating expense

 

1,622

 

 

Total

 

$

14,933

 

$

12,539

 

 

Provision for Income Taxes

 

Income tax provisions for the three and nine month periods ended September 30, 2004 were $134,000 and $676,000, respectively, compared to $221,000 and $728,000, respectively, for the same periods in 2003.

 

Liquidity

 

The maintenance of adequate liquidity and the mitigation of interest rate risk are integral to the management of PSB’s balance sheet.  Liquidity represents the ability to meet potential cash outflows resulting from deposit customers who need to withdraw funds or borrowers who need available credit.  PSB’s liquidity is quantified through the use of a standard liquidity ratio of liquid assets (cash and cash equivalents, investment securities available-for-sale, mortgage-backed securities available-for-sale and Federal Home Loan Bank stock) to short-term borrowings plus deposits.

 

PSB’s asset/liability management committee monitors the level of short-term assets and liabilities to maintain an appropriate balance between liquidity, risk, and return.  Liquidity is derived from various sources which include increases in core deposits, sales of certificates of deposits, the amortization and prepayment of loans and mortgage-backed securities, and maturities of investment securities and other short-term investments.  The liquidity position of PSB is also strengthened by a $186 million credit facility with the Federal Home Loan Bank (“FHLB”).  Advances are secured by FHLB stock and qualifying mortgage loans. PSB had no outstanding borrowings from the FHLB as of September 30, 2004.

 

22



 

Maximizing cash flow over time is crucial to the maintenance of adequate liquidity.  PSB’s total cash flow is a product of its operating activities, investing activities and financing activities.  During the nine months ended September 30, 2004, net cash used in operating activities was $22.6 million, compared to net cash used in operating activities of $27.3 million for the same period of 2003.  During the nine months ended September 30, 2004, net cash used in investing activities was $13.5 million, compared to net cash provided by investing activities of $11.7 million for the same period of 2003.  Financing activities provided net cash of $73.1 million during the nine months ended September 30, 2004, compared to $17.5 million in net cash used in financing activities for the same period of 2003.  The net result of these items was a $36.9 million increase in cash and cash equivalents for the nine months ended September 30, 2004, compared to a $33.1 million decrease in cash and cash equivalents for the same period of 2003.

 

Interest Rate Sensitivity

 

Interest rate sensitivity focuses on the impact of fluctuating interest rates and the re-pricing characteristics of rate sensitive assets and liabilities on net interest income.  Interest rate sensitivity is closely related to liquidity since each is directly affected by the maturity of assets and liabilities.  Rate sensitivity also deals with exposure to fluctuations in interest rates and its effect on net interest income.  The primary function of PSB’s interest rate sensitivity management is to reduce exposure to interest rate risk through an appropriate balance between interest-earning assets and interest-bearing liabilities.  The goal is to minimize fluctuations in the net interest margin of PSB due to general changes in interest rates.

 

The blending of fixed and floating-rate loans and investments to match the re-pricing and maturity characteristics of the various funding sources is a continuous process in an attempt to minimize any significant fluctuations in net interest income.  The composition of the balance sheet is designed to minimize any significant fluctuation in net interest income and to maximize liquidity.  Management believes that the accessibility to FHLB borrowings will provide the flexibility to assist in keeping fluctuations in net interest income under control and to maintain an adequate liquidity position.

 

Capital Adequacy

 

PSB is required to maintain minimum ratios of Tier I and total capital to total “risk weighted” assets and a minimum Tier I leverage ratio, as defined by the banking regulators.  At September 30, 2004, PSB was required to have a minimum Tier I and total capital ratios of 6.0% and 10.0%, respectively, and a minimum Tier I leverage ratio of 5.0%.  PSB’s actual Tier I and total capital ratios at September 30, 2004, were 14.86% and 15.75%, respectively, and PSB’s Tier I leverage ratio was 9.37%.  These ratios exceed the requirements for classification as a “well capitalized” institution, the industry’s highest capital category.

 

On September 30, 2004, PSB was in compliance with regulatory capital requirements as shown in the following table:

 

23



 

 

 

Well Capitalized

 

At September 30, 2004

 

At December 31, 2003

 

 

 

Ratios

 

PSB

 

Bank

 

PSB

 

Bank

 

 

 

(Dollars in thousands)

 

Tier I Capital

 

 

 

$

50,149

 

$

39,173

 

$

45,918

 

$

37,394

 

Tier II Capital

 

 

 

3,031

 

3,031

 

3,069

 

`3,069

 

Total Qualifying Capital

 

 

 

$

53,180

 

$

42,204

 

$

48,987

 

$

40,463

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk Adjusted Total Assets

 

 

 

$

337,590

 

$

334,597

 

$

302,032

 

$

300,301

 

 

 

 

 

 

 

 

 

 

 

 

 

Tier I Risk Based Capital Ratio

 

6.00

%

14.86

%

11.71

%

15.20

%

12.45

%

Total Risk Based Capital Ratio

 

10.00

%

15.75

%

12.61

%

16.22

%

13.47

%

Leverage Ratio

 

5.00

%

9.37

%

7.53

%

9.72

%

7.94

%

 

 

 

 

 

 

 

 

 

 

 

 

Average Assets

 

 

 

$

535,203

 

$

520,139

 

$

472,474

 

$

470,766

 

 

FINANCIAL CONDITION

 

General

 

PSB’s total assets increased $73.8 million from $470.3 at December 31, 2003, to $544.2 million, as of September 30, 2004 an increase of 15.7%.  Net loans outstanding grew by $25.8 million or 10.86%, and cash and cash equivalents grew by 70.47% to $89.3 million during the nine months of 2004.  The increase in loans was funded by an increase in deposits.  Total deposits equaled $487.4 million, an increase of $71.2 million or 17.11% during 2004.

 

At September 30, 2004, PSB’s net loan portfolio totaled $263.2 million compared to $237.4 million at December 31, 2003.  The increased business development efforts as part of the banks overall strategic plan, coupled with quality, consistent underwriting, competitive pricing and fees led to an increase in the volume of five or more family residential mortgage loans, non-residential mortgage loans and commercial loans as indicated in the tables below.

 

The following tables summarize the loan portfolio of PSB by loan category and amount at September 30, 2004, compared to December 31, 2003, respectively.  From time to time, TransNational Mortgage Corp., a subsidiary of PSB, has originated and sold mortgage loans to third party investors within PSB’s financial reporting periods.  Similarly, student loans are frequently originated and sold within PSB’s financial reporting periods.  Such mortgage and student loans are not reflected in the financial tables and financial statements pertaining to a particular period to the extent that such loans were sold prior to any period end. The loan categories correspond to PSB’s general classifications (Dollars in thousands):

 

24



 

 

 

 

At September 30,
2004

 

At December 31,
2003

 

 

 

 

 

 

 

Amount

 

Percent

 

Amount

 

Percent

 

Variance

 

% Change

 

Real Estate Loans(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family(2)

 

$

64,630

 

24.27

%

$

65,385

 

27.15

%

$

(755

)

-1.15

%

Construction loans

 

10,387

 

3.90

%

18,444

 

7.66

%

(8,057

)

-43.68

%

Five or more family residential

 

18,424

 

6.92

%

14,055

 

5.84

%

4,369

 

31.09

%

Nonresidential

 

118,638

 

44.55

%

97,011

 

40.29

%

21,627

 

22.29

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans

 

29,336

 

11.02

%

21,854

 

9.08

%

7,482

 

34.24

%

Consumer loans

 

24,866

 

9.34

%

24,062

 

9.99

%

804

 

3.34

%

Total loans

 

$

266,281

 

100.00

%

$

240,811

 

100.00

%

$

25,470

 

10.58

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unearned fees and discounts

 

$

86

 

$

359

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

3,037

 

3,069

 

 

 

 

 

 

 

 

 

Net Loans

 

$

263.164

 

$

237,383

 

 

 

 

 

 

 

 

 

 


(1)               Real Estate Loans represent loans secured by real estate

 

(2)               Does not include loans held for sale

 

Total loans with:

 

 

 

 

 

 

 

 

 

Fixed rates

 

$

166,487

 

62.52

%

$

157,235

 

65.29

%

Adjustable rate

 

99,794

 

37.48

%

83,576

 

34.71

%

Total loans

 

$

266,281

 

100.00

%

$

240,811

 

100.00

%

 

Total investment securities decreased $13.1 million, or 12.62%, to $90.6 million at September 30, 2004, from $103.7 million at December 31, 2003.

 

The Bank implemented a disciplined asset and liability management process to manage our deposit and loan pricing.  Through this process we have significantly lowered our cost of deposits and reduced interest rate risk.  Our strategies have been directed to increasing the attractiveness of our core deposit products.  As we continue to execute this strategy it will provide the Bank with greater flexibility to react to changes in the interest rate environment

 

Asset Quality

 

Non-Performing Assets

 

PSB’s level of non-performing assets increased $1.2 million or 21.42% to $6.8 million at September 30, 2004, from $5.6 million at December 31, 2003.  As a matter of policy, the accrual of loan interest is discontinued if management believes that, after considering economic and business conditions and collection efforts, the borrower’s financial condition is such that collection of interest becomes doubtful.  This is normally done when a loan reaches 90 days

 

25



 

delinquent.  At this time, all accrued but unpaid interest is reversed.  There are occasional exceptions if the loans are in the process of collection and the loan is fully secured.

 

The following table sets forth non-performing assets as of September 30, 2004 and December 31, 2003:

 

 

 

At September 30,
2004

 

At December 31,
2003

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

Loans past due 90 days or more as to interest or principal and accruing  interest

 

$

 

$

 

Nonaccrual loans

 

6,566

 

5,203

 

 

 

 

 

 

 

Total nonperforming loans

 

6,566

 

5,203

 

Real estate owned (REO)

 

214

 

374

 

Total nonperforming assets

 

$

6,780

 

$

5,577

 

 

 

 

 

 

 

Nonperforming loans to total loans

 

2.47

%

2.16

%

 

 

 

 

 

 

Nonperforming assets to total assets

 

1.25

%

1.19

%

 

 

 

 

 

 

Allowance for loan losses to total loans

 

1.14

%

1.28

%

 

 

 

 

 

 

Allowance for loan losses to nonperforming loans

 

46.16

%

58.99

%

 

 

 

 

 

 

Allowance for loan losses to nonperforming assets

 

44.71

%

55.03

%

 

 

 

 

 

 

Net charge-offs as a percentage of total loans

 

0.05

%

0.32

%

 

Note:  Total loans includes loans held for sale

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

There has been no material change in PSB’s assessment of its sensitivity to market risk since its presentation in the 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

Item 4.  Controls And Procedures

 

PSB’s management conducted an evaluation, under the supervision and with the participation of PSB’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of PSB’s disclosure controls and procedures as of September30, 2004. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that PSB’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be included in PSB’s SEC reports.  In addition, PSB’s management, including the Chief Executive Officer and Chief Financial Officer, reviewed PSB’s internal controls, and there have been no significant changes in PSB’s internal controls or in

 

26



 

other factors that could significantly affect those controls subsequent to the date of their last evaluation.

 

PART II.  OTHER INFORMATION

 

Item 1.           Legal Proceedings.

 

PSB has appealed the U.S. District Court for the Eastern District of Pennsylvania’s ruling in favor of the plaintiffs’ motion for summary judgment regarding the validity of 895,240 stock options previously declared void by PSB.  Pending the outcome of the appeal, PSB and the plaintiffs have entered into an agreement whereby shares of PSB common stock have been issued to the plaintiffs at the strike price of the contested options.  However, both the shares of common stock and the proceeds of the exercise of the options have been escrowed pending the outcome of the appeal.

 

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3.           Defaults upon Senior Securities.

 

Not Applicable

 

Item 4.           Submission of Matters to a Vote of Security Holders.

 

None

 

Item 5.           Other Information.

 

None

 

Item 6.           Exhibits.

 

(a)  Exhibits.

 

10.1*

 

Supplemental Executive Retirement Plan Agreement between PSB Bancorp, Inc. and Vincent J. Fumo

 

 

 

10.2*

 

Supplemental Executive Retirement Plan Agreement between PSB Bancorp, Inc. and Anthony DiSandro

 

 

 

31.1

 

Certification of Anthony DiSandro pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of John Carrozza pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

27



 

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


*  Denotes Management Compensation Plan

 

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 dully authorized.

 

 

PSB BANCORP, INC.

 

 

 

 

By:

  /s/Anthony DiSandro

 

 

Anthony DiSandro,

 

 

President, Chief Executive Officer, and Director

 

 

 

 

 

 

 

By:

  /s/John Carrozza

 

 

John Carrozza,

 

 

Acting Chief Financial Officer

 

 

(Principal Financial Officer and

 

 

Chief Accounting Officer)

 

 

 

November 15, 2004

 

 

 

28



 

EXHIBIT INDEX

 

Exhibit No.

 

Document

10.1*

 

Supplemental Executive Retirement Plan Agreement between PSB Bancorp, Inc. and Vincent J. Fumo

 

 

 

10.2*

 

Supplemental Executive Retirement Plan Agreement between PSB Bancorp, Inc. and Anthony DiSandro

 

 

 

31.1

 

Certification of Anthony DiSandro pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of John Carrozza pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


* Denotes Management Compensation Plan

 

29