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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

0-24571

Commission File Number

 


 

Pulaski Financial Corp.

(Exact name of registrant as specified in its charter)

 


 

Missouri   43-1816913

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

12300 Olive Boulevard St. Louis, Missouri   63141-6434
(Address of principal executive office)   (Zip Code)

 

Registrant’s telephone number, including area code: (314) 878-2210

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

Indicate the number of shares outstanding of the registrant’s classes of common stock, as of the latest practicable date.

 

Class


 

Outstanding at August 13, 2004


Common Stock, par value $.01 per share   5,482,987 shares

 



Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

FORM 10-Q

 

June 30, 2004

 

TABLE OF CONTENTS

 

         Page

PART I   FINANCIAL INFORMATION     

Item 1.

  Financial Statements     
   

Consolidated Balance Sheets at June 30, 2004 (Unaudited) and September 30, 2003

   1
   

Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended June 30, 2004 and 2003 (Unaudited)

   2
   

Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended June 30, 2004 (Unaudited)

   3
   

Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2004 and 2003 (Unaudited)

   4-5
   

Notes to Unaudited Consolidated Financial Statements (Unaudited)

   6-8

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    9-19

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    19

Item 4.

  Controls and Procedures    20
PART II   OTHER INFORMATION     

Item 1.

  Legal Proceedings    21

Item 2.

  Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities    21

Item 3.

  Defaults Upon Senior Securities    22

Item 4.

  Submission of Matters to a Vote of Security Holders    22

Item 5.

  Other Information    22

Item 6.

  Exhibits and Reports on Form 8-K    22
    Signatures     


Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

JUNE 30, 2004 AND SEPTEMBER 30, 2003 (UNAUDITED)

 

    

June 30,

2004


   

September 30,

2003


 

ASSETS

                

Cash and amounts due from depository institutions

   $ 12,862,671     $ 12,092,092  

Federal funds sold and overnight deposits

     3,570,647       6,563,554  
    


 


Total cash and cash equivalents

     16,433,318       18,655,646  

Investment securities held to maturity, at amortized cost (fair value, $1,147,702 and $1,724,023 at June 30, 2004 and September 30, 2003, respectively)

     1,155,000       1,730,000  

Investment securities available for sale, at fair value

     1,552,711       2,085,861  

Equity securities available for sale, at fair value

     2,418,479       4,346,151  

Mortgage-backed and related securities held to maturity, at amortized cost (fair value, $1,030,803 and $1,292,816 at June 30, 2004 and September 30, 2003, respectively)

     944,898       1,186,341  

Mortgage-backed and related securities available for sale, at fair value

     6,077,312       7,675,453  

Capital stock of Federal Home Loan Bank - at cost

     5,130,200       3,879,500  

Loans receivable held for sale, at lower of cost or market

     54,187,667       61,124,438  

Loans receivable, net of allowance for loan losses of $4,962,000 and $3,866,000 at June 30, 2004 and September 30, 2003, respectively

     450,056,204       276,894,184  

Real estate acquired in settlement of loans, net of allowance for losses of $0 and $2,651 at June 30, 2004 and September 30, 2003, respectively

     48,322       35,221  

Premises and equipment - net

     10,508,930       10,344,340  

Accrued interest receivable

     2,055,157       1,684,444  

Intangible assets

     545,463       610,918  

Bank owned life insurance

     11,422,615       7,606,589  

Other assets

     4,060,730       3,543,601  
    


 


TOTAL ASSETS

   $ 566,597,006     $ 401,402,687  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

LIABILITIES:

                

Deposits

   $ 391,373,968     $ 313,606,627  

Advances from Federal Home Loan Bank of Des Moines

     101,500,000       31,500,000  

Other borrowings

     3,915,000       —    

Subordinated debentures

     9,279,000       —    

Advance payments by borrowers for taxes and insurance

     1,856,534       2,458,170  

Due to other banks

     15,133,943       10,977,617  

Other liabilities

     4,926,052       6,477,412  
    


 


Total liabilities

     527,984,497       365,019,826  
    


 


STOCKHOLDERS’ EQUITY:

                

Preferred stock - $.01 par value per share, authorized 1,000,000 shares; none issued or outstanding

     —         —    

Common stock - $.01 par value per share, authorized 18,000,000 shares; 7,945,770 shares issued at June 30, 2004 and September 30, 2003, respectively

     79,458       79,458  

Treasury stock - at cost (2,471,623 and 2,515,040 shares at June 30, 2004 and September 30, 2003, respectively)

     (17,926,402 )     (17,107,849 )

Treasury stock - equity trust - at cost (228,833 and 198,552 shares at June 30, 2004 and September 30, 2003, respectively)

     (2,459,456 )     (2,234,456 )

Additional paid-in capital

     27,502,337       27,058,914  

Unearned MRDP shares

     (172,395 )     (320,755 )

Unearned ESOP shares (44,514 and 60,031 unreleased shares at June 30, 2004 and September 30, 2003, respectively)

     (222,566 )     (300,153 )

Accumulated other comprehensive (loss) income

     (34,168 )     512,887  

Retained earnings

     31,845,701       28,694,815  
    


 


Total stockholders’ equity

     38,612,509       36,382,861  
    


 


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 566,597,006     $ 401,402,687  
    


 


 

See accompanying notes to the unaudited consolidated financial statements.

 

- 1 -


Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

THREE AND NINE MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

 

    

Three Months Ended

June 30,


  

Nine Months Ended

June 30,


     2004

    2003

   2004

    2003

INTEREST INCOME:

                             

Loans receivable

   $ 6,145,104     $ 5,214,344    $ 16,053,870     $ 15,435,395

Investment securities

     54,467       103,053      175,974       300,663

Mortgage-backed securities

     93,435       89,149      306,060       313,815

Other

     13,401       12,983      41,486       18,402
    


 

  


 

Total interest income

     6,306,407       5,419,529      16,577,390       16,068,275
    


 

  


 

INTEREST EXPENSE:

                             

Deposits

     1,356,411       1,098,802      3,667,839       3,287,683

Advances from Federal Home Loan Bank of Des Moines

     592,535       803,371      1,536,970       2,722,251

Subordinated debentures

     94,013       —        94,965       —  

Other

     30,333       —        42,000       2,833
    


 

  


 

Total interest expense

     2,073,292       1,902,173      5,341,774       6,012,767
    


 

  


 

NET INTEREST INCOME

     4,233,115       3,517,356      11,235,616       10,055,508

PROVISION FOR LOAN LOSSES

     649,965       311,232      1,229,740       1,081,453
    


 

  


 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

     3,583,150       3,206,124      10,005,876       8,974,055
    


 

  


 

NON-INTEREST INCOME:

                             

Retail banking fees

     638,100       487,571      1,714,885       1,382,960

Mortgage revenues

     1,296,834       2,551,424      3,378,977       6,185,990

Insurance commissions

     142,018       84,225      250,715       147,972

Gain on sale of investment securities

     —         49,912      736,084       73,819

Other

     205,252       238,443      580,122       563,775
    


 

  


 

Total non-interest income

     2,282,204       3,411,575      6,660,783       8,354,516
    


 

  


 

NON-INTEREST EXPENSE:

                             

Salaries and employee benefits

     1,667,722       1,971,054      4,582,622       4,994,747

Occupancy, equipment and data processing expense

     897,502       740,201      2,676,313       2,064,531

Advertising

     202,743       121,165      542,017       409,422

Professional services

     206,653       215,188      544,766       522,805

Other

     550,615       806,673      1,493,327       2,210,712
    


 

  


 

Total non-interest expense

     3,525,235       3,854,281      9,839,045       10,202,217
    


 

  


 

INCOME BEFORE INCOME TAXES

     2,340,119       2,763,418      6,827,614       7,126,354

INCOME TAXES

     882,985       1,163,548      2,538,478       2,728,051
    


 

  


 

NET INCOME

   $ 1,457,134     $ 1,599,870    $ 4,289,136     $ 4,398,303
    


 

  


 

Other comprehensive (loss) income

   $ (196,746 )   $ 24,742    $ (547,055 )   $ 62,753
    


 

  


 

COMPREHENSIVE INCOME

   $ 1,260,388     $ 1,624,612    $ 3,742,081     $ 4,461,056
    


 

  


 

NET INCOME PER COMMON SHARE - BASIC

   $ 0.27     $ 0.30    $ 0.80     $ 0.82
    


 

  


 

NET INCOME PER COMMON SHARE - DILUTED

   $ 0.25     $ 0.28    $ 0.74     $ 0.78
    


 

  


 

 

See accompanying notes to the unaudited consolidated financial statements.

 

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Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

NINE MONTHS ENDED JUNE 30, 2004 (UNAUDITED)

 

     Common
Stock


  

Treasury

Stock


    Additional
Paid-In
Capital


   Unearned
Management
Recognition &
Development
Plan Shares


    Unearned
ESOP
Shares


    Accumulated
Other
Comprehensive
(Loss) Income


    Retained
Earnings


     Total

 

BALANCE, September 30, 2003

   $ 79,458    $ (19,342,305 )   $ 27,058,914    $ (320,755 )   $ (300,153 )   $ 512,887     $ 28,694,815      $ 36,382,861  

Comprehensive income:

                                                               

Net income

                                                   4,289,136        4,289,136  

Unrealized loss on investment securities arising during the period, net of tax

                                           (61,240 )              (61,240 )

Less: reclassification adjustment for realized gain on sale of investment securities included in net income, net of tax

                                           (485,815 )              (485,815 )

Dividends ($.09 per share)

                                                   (1,138,250 )      (1,138,250 )

Stock options exercised

            744,163       14,447                                       758,610  

Stock repurchase (91,755 shares)

            (1,562,716 )                                             (1,562,716 )

Equity trust shares purchased

            (225,000 )     225,000                                       —    

Release of ESOP shares

                    203,976              77,587                        281,563  

Amortization of Management Recognition and Development Plan shares

                           148,360                                148,360  
    

  


 

  


 


 


 


  


BALANCE, June 30, 2004

   $ 79,458    $ (20,385,858 )   $ 27,502,337    $ (172,395 )   $ (222,566 )   $ (34,168 )   $ 31,845,701      $ 38,612,509  
    

  


 

  


 


 


 


  


 

See accompanying notes to the unaudited consolidated financial statements.

 

- 3 -


Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR NINE MONTHS

ENDED JUNE 30, 2004 (UNAUDITED) AND JUNE 30, 2003 (UNAUDITED)

 

     2004

    2003

 

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net income

   $ 4,289,136     $ 4,398,303  

Adjustments to reconcile net income to net cash from operating activities:

                

Depreciation, amortization and accretion:

                

Premises and equipment

     840,552       660,949  

Management Recognition and Development Plan stock awards

     148,360       131,519  

ESOP shares committed to be released

     281,563       652,401  

Loan fees, discounts and premiums - net

     230,206       326,317  

Provision for loan losses

     1,229,740       1,081,453  

Provision for losses on real estate acquired in settlement of loans

     21,448       —    

Gain on sale of loans

     (2,830,597 )     (6,185,990 )

Loss on sale of real estate acquired in settlement of loans

     4,693       —    

Gain on sale of investment securities

     (736,084 )     (73,819 )

Originations of loans receivable for sale to correspondent lenders

     (640,375,131 )     (1,114,406,263 )

Proceeds from sales of loans to correspondent lenders

     650,142,499       1,059,721,637  

Other, net

     (2,038,454 )     1,139,576  
    


 


Net adjustments

     6,918,795       (56,952,220 )
    


 


Net cash provided by (used in) operating activities

     11,207,931       (52,553,917 )
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Proceeds from sales of investment securities

     2,163,232       552,209  

Proceeds from maturities of investment securities

     2,230,000       —    

Proceeds from redemption of FHLB stock

     5,487,400       —    

Purchase of bank-owned life insurance

     (3,500,000 )     —    

Net increase in bank-owned life insurance

     (316,026 )     (228,409 )

Purchases of investment securities and FHLB stock

     (8,040,234 )     (4,387,858 )

Principal payments received on mortgage-backed securities

     1,654,849       2,800,748  

Net increase in loans

     (174,995,513 )     (25,485,098 )

Proceeds from sales of real estate acquired in settlement of loans receivable

     317,500       —    

Net additions to premises and equipment

     (1,005,142 )     (4,465,272 )
    


 


Net cash used in investing activities

     (176,003,934 )     (31,213,680 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                

Net increase in deposits

     77,767,341       56,105,282  

Proceeds from Federal Home Loan Bank advances - net

     70,000,000       21,700,000  

Proceeds from other borrowings

     3,915,000       —    

Proceeds from issuance of subordinated debentures

     9,279,000       —    

Net increase in due to other banks

     4,156,326       14,398,154  

Net decrease in advance payments by borrowers for taxes and insurance

     (601,636 )     (543,240 )

Dividends paid on common stock

     (1,138,250 )     (743,185 )

Treasury stock issued under stock option plan

     758,610       597,274  

Stock repurchase

     (1,562,716 )     (1,456,626 )
    


 


Net cash provided by financing activities

     162,573,675       90,057,659  
    


 


 

(Continued)

 

- 4 -


Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR NINE MONTHS ENDED

ENDED JUNE 30, 2004 (UNAUDITED) AND JUNE 30, 2003 (UNAUDITED)

 

     2004

    2003

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

   $ (2,222,328 )   $ 6,290,061

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     18,655,646       11,176,728
    


 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 16,433,318     $ 17,466,789
    


 

ADDITIONAL DISCLOSURES OF CASH FLOW INFORMATION:

              

Cash paid during the period for:

              

Interest

   $ 5,313,020     $ 5,864,522

Income taxes

     3,702,886       2,220,600

NONCASH INVESTING ACTIVITIES:

              

Real estate acquired in settlement of loans

     356,741       —  

 

See accompanying notes to the unaudited consolidated financial statements.

 

- 5 -


Table of Contents

PULASKI FINANCIAL CORP. AND SUBSIDIARIES

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

1. FINANCIAL STATEMENTS

 

The unaudited consolidated financial statements include the accounts of Pulaski Financial Corp. (the “Company”) and its wholly owned subsidiaries, Pulaski Bank (the “Bank”) and Pulaski Financial Statutory Trust I, and the Bank’s wholly owned subsidiaries, Pulaski Service Corporation. All significant intercompany accounts and transactions have been eliminated. The assets of the Company consist primarily of the outstanding shares of the Bank, and it has no significant liabilities. Accordingly, the information set forth in this report, including the consolidated financial statements and related financial data, relates primarily to the Bank. The Company operates as a single business segment, providing traditional community banking services through its full service branch network.

 

In the opinion of management, the unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the financial condition of the Company as of June 30, 2004 and September 30, 2003 and its results of operations for the three and nine-month periods ended June 30, 2004 and 2003. The results of operations for the three and nine-months ended June 30, 2004 and 2003 are not necessarily indicative of the operating results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2003 contained in the Company’s 2003 Annual Report to Stockholders, which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended September 30, 2003.

 

2. EARNINGS PER SHARE

 

     Three Months Ended
June 30,


  

Nine Months Ended

June 30,


     2004

   2003

   2004

   2003

Weighted average shares outstanding - basic

   5,403,441    5,368,706    5,383,266    5,368,828

Effect of dilutive stock options

   387,737    331,474    414,092    318,868
    
  
  
  

Weighted average shares outstanding - diluted

   5,791,178    5,700,180    5,797,358    5,687,696
    
  
  
  

Anti-dilutive shares

   29,624    —      16,178    3,242
    
  
  
  

 

Under the treasury stock method, outstanding stock options are dilutive when the average market price of the Company’s common stock exceeds the option price during a period. In addition, proceeds from the assumed exercise of dilutive options along with the related tax benefit are assumed to be used to repurchase common shares at the average market price of such stock during the period. Anti-dilutive shares are those option shares with exercise prices in excess of the current market value.

 

- 6 -


Table of Contents

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure (SFAS 148), which provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 requires disclosures in the interim as well as annual financial statements about the method of accounting used for stock-based employee compensation and the effect of the method on net income. The Company has elected to continue to account for stock-based employee compensation under APB Opinion No. 25. Accordingly, no stock-based employee compensation cost related to options granted is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant.

 

The following table shows pro forma compensation expense, net income and earnings per share as if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards No.123, “Accounting for Stock Based Compensation.”

 

    

Three Months Ended,

June 30,


   

Nine Months Ended,

June 30,


 
     2004

    2003

    2004

    2003

 
     (In thousands, except per
share data)
             

Net income, as reported:

   $ 1,457,134     $ 1,599,870     $ 4,289,136     $ 4,398,303  

Deduct: Total stock-based employee compensation expense, determined under fair value method for all awards - net of tax effect

     (36,453 )     (27,365 )     (116,614 )     (81,434 )
    


 


 


 


Pro forma net income attributable to common stock

   $ 1,420,681     $ 1,572,505     $ 4,172,522     $ 4,316,869  
    


 


 


 


Earnings per share:

                                

Basic -as reported

     0.27       0.30       0.80       0.82  

Basic- pro forma

     0.26       0.29       0.78       0.80  

Diluted -as reported

     0.25       0.28       0.74       0.78  

Diluted -pro forma

     0.25       0.28       0.72       0.76  

 

3. Corporation Obligated Floating Rate Trust Preferred Securities

 

On March 30, 2004, Pulaski Financial Statutory Trust I, a Connecticut statutory trust, issued $9.0 million adjustable-rate preferred securities. The proceeds from this issuance, along with the Company’s $279,000 capital contribution for the Trust’s common securities, were used to acquire $9.3 million of the Company’s floating rate junior subordinated deferrable interest debentures due 2034 (the “Debentures”), which constitute the sole asset of the Trust. The interest rate on the Debentures and the capital securities is variable and adjustable quarterly at 2.70% over the three-month LIBOR, with an initial rate of 3.81%. The current rate is 3.81%.

 

The stated maturity of the Debentures is June 17, 2034. In addition, the Debentures are subject to redemption at par at the option of the Company, subject to prior regulatory approval, in whole or in part on any interest payment date on or after June 17, 2009.

 

- 7 -


Table of Contents
4. RECLASSIFICATIONS

 

Certain reclassifications have been made to 2003 amounts to conform to the 2004 presentation.

 

* * * * * *

 

- 8 -


Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements within the meaning of the federal securities laws. These statements are not historical facts, rather they are statements, based on the Company’s current expectations, regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends,” and similar expressions.

 

Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties could cause the Company’s actual results, performance and achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; legislative and regulatory changes; changes in accounting principles and guidelines; competition, demand for loan products; deposit flows; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission.

 

Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this report or made elsewhere from time to time by the Company or on its behalf. Except as required by applicable law or regulation, the Company assumes no obligation to update any forward-looking statements.

 

OVERVIEW

 

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and accompanying notes thereto.

 

The Company’s business strategy is to focus on the growth and efficiency of five core products, which includes two deposit products, checking and money market accounts, and three loan products, residential, home equity and commercial loans. These five products provide the primary source of the Bank’s operating income and are the focus of the Company’s growth in the balance sheet. Driving these relationships are more than 40 seasoned residential and commercial lenders in the Company’s two market locations, St. Louis and Kansas City, which include seven branch locations and two loan production offices. During the quarter ended June 30, 2004, the Company realized important gains in each business strategy except mortgage revenue, which resulted in a 13.9% or $69.3 million increase in assets during the quarter and a total of 41.2% or $165.2 million increase in assets year to date. Total assets were $566.6 million at June 30, 2004 compared to $401.4 million at September 30, 2003, respectively. The growth in assets stem from growth in the retained loan portfolio, which grew $70.9 million for the three months and $173.2 million for the nine months ended June 30, 2004.

 

Net income decreased 8.9%, or $143,000 to $1.5 million, or $0.25 diluted earnings per share, for the quarter ended June 30, 2004, compared to $1.6 million, or $0.28 diluted earnings per share for the quarter ended June 30, 2003. While net interest income and retail banking revenues experienced 20.3% and 30.9% increases, respectively, mortgage revenues, following record mortgage refinancing, declined 49.2% or $1.3 million. Provision for loan losses also increased $339,000 to $650,000 for the three months ending June 30, 2004 as the Bank experienced increased credit risk due to the addition of $70.9 million in portfolio loans during the quarter. For the nine months ended June 30, 2004, net income and diluted earnings per share declined $109,000 and $0.04 to $4.3 million and $0.74 compared to net income of $4.4 million and $0.78 diluted earnings per share for the nine months ended June 30, 2003. The Company’s earnings benefited from higher net interest income, retail-banking

 

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revenue and gains on sale of investment securities, combined with lower non-interest expense, but was offset by a $2.8 million decline in mortgage revenue. Fiscal 2003 produced the best mortgage banking environment in history due to the low interest rate environment. While the decline in refinance activity has resulted in a 45.4% decline in revenues year to date, the Company’s retained loan portfolio realized extraordinary growth, increasing 62.5% or $173.2 million for the nine month period ended June 30, 2004. The growth has resulted in higher net interest income and higher retail banking fees for the quarter and year to date periods. As the Company has transitioned out of the refinance boom, the Company has also bolstered net income through $736,000 in gains on sale of investment securities through the nine months ended June 30, 2004, all of which came in the first two quarters of the fiscal year.

 

RECENT EVENTS

 

On June 18, 2004, the Company announced that the regular quarterly cash dividend increased 50% to 9 cents per share from 6 cents per share. The dividend was payable July 19, 2004 to stockholders of record on July 5, 2004.

 

On June 29, 2004, the Company announced Mr. Leon A. Felman was appointed to the board of directors of both Pulaski Financial Corp. and Pulaski Bank. Mr. Felman became the seventh member of the board and will serve a term ending at the next annual meeting of shareholders. Mr. Felman, a major stockholder in Pulaski Financial, served on the board of Allegiant Bancorp Inc. for more than 11 years until its acquisition earlier this year. He also serves on the board of directors of Dynex Capital Inc., a real estate investment trust based in Glen Allen, Va., and was formerly the president and chief executive officer of Sage Systems, Inc, which operated twenty-eight Arby’s restaurants in the St. Louis metropolitan area.

 

On July 29, 2004, the Company announced plans to build a seventh St. Louis bank facility. The new facility will be located in the Chesterfield Valley area of St. Louis, which complements not only our retail strategy, but also our newly expanded commercial banking operations.

 

On July 29, 2004, the Company projected that it would reach $1 billion in assets in 3-5 years.

 

Management’s Discussion on Core Business Strategy

 

The Company’s retained loan portfolio, net of allowance for loan losses increased $173.2 million, or 62.5% to $450.1 million at June 30, 2004 from $276.9 million at September 30, 2003. The Company’s strong commitment to its three core lending products, home equity lines of credit, residential mortgages and commercial real estate and business loans, resulted in a $70.9 million, or 18.7%, increase in loans receivable during the quarter ended June 30, 2004 and $173.2 million, or 62.5%, increase year to date. Net interest income increased $716,000 to $4.2 million for the quarter ended June 30, 2004 compared to the same period a year ago and increased $1.2 million to $11.2 million for nine months ended June 30, 2004. Growth in net interest income was due to growth in the average balance of interest bearing assets. The average balance of interest earning assets increased from $408.9 million for the quarter ended June 30, 2003 to $504.1 million for the quarter ended June 30, 2004. The growth in the average balance of interest earning assets was due primarily to growth in the balance of loans receivable, but was offset by a $73.1 million decline in the average balance of loans held for sale. The Company’s net interest margin increased 3 basis points from 3.46% during the nine-month period ended June 30, 2003 to 3.49% during the nine-month period ended June 30, 2004. The net interest margin declined 8 basis points from the three months ended June 30, 2003 of 3.44% to 3.36% for the three months ended June 30, 2004, due primarily to the issuance $9.3 million of trust preferred securities and $4 million of borrowings from a correspondent bank.

 

Commercial real estate and commercial and industrial (“C&I”)loans increased $73.7 million to $90.1 million at June 30, 2004 compared to $16.4 million at September 30, 2003. The $73.7 million growth in the newly expanded commercial division’s portfolio includes $30.3 million of commercial real estate, $16.5 million of C&I, $16.1 million of residential (multi-family and development) and $10.8 million in construction and development. Two years ago, the Company began originating commercial credits focusing exclusively on strong borrowers and

 

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collateralized by commercial real estate. The Company expanded the commercial lending team in the current fiscal year by hiring three experienced commercial lenders from the St. Louis area, including Brian Björkman, the president of the commercial lending division. The commercial loan growth over the next three years has been targeted to be about 70% commercial real estate and 30% C&I. Management believes that commercial relationships are essential for the long-term growth of the Company, for diversification of assets as well as expansion of the customer deposit base. At June 30, 2004, the Company had $10.7 million in commercial deposits. The Company has one substandard commercial loan on a speculative 1-4 family residential property in the amount of $431,000.

 

Home equity lines of credit remain the most consistently growing interest-earning asset within the Company. The equity line balances increased $50.1 million to $138.8 million at June 30, 2004 compared to $88.8 million at September 30, 2003. Home equity loans are approved for qualified borrowers in conjunction with the first mortgage loan applications. The large volume of mortgage loans originated in recent years has provided many opportunities to cross-sell this product to customers. As a prime-based asset, home equity lines carry low interest rate risk characteristics and attractive yields, lending stability to the Bank’s net interest margin. At June 30, 2004, the Bank had $364,900 of non-performing home equity loans or 0.26% of the home equity portfolio and had charge-offs of $15,000 during the nine months ended June 30, 2004.

 

Permanent and construction residential loan balances increased $52.2 million to $225.2 million at June 30, 2004 compared to $173.0 million at September 30, 2003. Having focused on becoming a large volume mortgage lender has allowed the Bank the opportunity to carefully select loans to retain. Typically, loans originated for portfolio matured or repriced within three years and carry higher credit risk and interest rate yields than residential loans that are originated for sale. In July 2003, following two years of declines, the Bank’s retained residential mortgage portfolio began expanding in connection with the increasing interest rate environment which resulted in a significant decline in customer payoffs due to refinances. The declining prepayment levels coupled with new originations resulted in an increase in the portfolio. At June 30, 2004, the balance of residential non-performing loans was $3.3 million. The Company has government guarantees on $530,000 of the $3.3 million of non-performing residential loans. In part due to the historically strong collateral of the residential loan portfolio, the Company has absorbed few losses with this product, including just $23,000 during the nine months ended June 30, 2004 and $26,000 for the fiscal year ended September 30, 2003. In the Midwest region of the United States, residential properties have not experienced any significant price declines over the last 10 years. In an economic environment that resulted in declining residential values, the Company would be at increased risk of credit losses from non-performing loans.

 

Offsetting growth in the retained portfolio, the average balance of mortgage loans held for sale declined $73.1 million to $60.3 million for the quarter ended June 30, 2004. The Bank originated fewer residential loans in 2004 due to declines mortgage refinances in the rising rate environment. The decline in average balances during the period resulted in an $826,000 decline in interest income from loans held for sale to $747,000 for the quarter ended June 30, 2004 compared to $1.6 million for the quarter ended June 30, 2003. Interest income on loans held for sale declined from $4.4 million for the nine month period ended June 30, 2003 to $2.0 million for the nine month period ended June 30, 2004. Mortgage revenues also declined as the volume of loan originations and sales declined. Mortgage revenue was $1.3 million and $3.4 million for the three and nine month periods ending June 30, 2004, respectively, compared to $2.6 million and $6.2 million for the three and nine month periods ending June 30, 2003. Mortgage revenue is generated primarily through the gain on sale of whole loans to investors. Through the nine months ended June 30, 2004, the Company sold $650 million of loans to investors compared to $1.1 billion for the nine months ended June 30, 2003.

 

Total liabilities increased $163.0 million to $528.0 million at June 30, 2004 compared to $365.0 million at September 30, 2003. The Company’s strategic focus on growing core liability products centers on checking account and money market deposit growth. Year to date, demand deposit accounts have increased $13.9 million to a balance of $156.8 million. Of the $13.9 million of growth in transaction accounts, $10.7 million have stemmed from the newly expanded commercial division. While the Company offers competitive CDs following strict pricing disciplines, it readily supports the core liability products with wholesale funding in order to support

 

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asset growth. Wholesale funding sources include FHLB borrowings and public brokered CDs. At June 30, 2004 the Company had $54.4 million in brokered CDs with an average duration of less than one year and a weighted average rate of 1.52%.

 

The balance of checking accounts increased $13.2 million to $42.1 million at June 30, 2004 from $28.9 million at September 30, 2003. Approximately $4.1 million of the growth stems from new commercial checking accounts. Checking accounts are the lowest cost deposits for the Company and are also the primary source of retail banking revenue. Retail banking revenue increased $151,000, or 30.9%, to $638,000 for the quarter ended June 30, 2004 compared to $488,000 for the same period ended June 30, 2003. The increase in retail banking revenue was caused by a 17.9% increase in the number of checking accounts, which went from 12,275 at June 30, 2003 to 14,471 accounts at June 30, 2004. The weighted average cost of checking account deposits was below 15 basis points.

 

The balance of money market accounts increased $16.8 million to $81.2 million at June 30, 2004 from $64.3 million at September 30, 2003. The Company is in its fourth year of pursuing money market accounts as a core product and its third year of a successful marketing campaign, “the Big Bertha Money Market Account”. The product carries similar interest rate characteristics as the Company’s home equity loans and results in an ideal source of funds for the growth of this line of credit portfolio. Money market accounts are generally less interest rate sensitive and more stable than CD balances. The market became very competitive in money market accounts during the last two months of the quarter, as several banks made aggressive marketing efforts to capture this market. The Company has stayed disciplined in its pricing and has seen slower growth toward the end of the quarter. Many bank managers have become very aggressive pricing short-term deposits as they anticipate increases in the rate environment.

 

AVERAGE BALANCE SHEET

 

The following table sets forth information regarding average daily balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin, and ratio of average interest-earning assets to average interest-bearing liabilities for the periods indicated. Average balances are derived from average daily balances.

 

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6/30/2004

Three Months Ended


   

6/30/2003

Three Months Ended


 
     Average
Balance


   Interest
And
Dividends


   

Yield/

Cost


    Average
Balance


   Interest
and
Dividends


   

Yield/

Cost


 
     (Dollars in thousands)  

Interest-earning assets:

                                          

Loans receivable

   $ 482,229    $ 6,145     5.10  %   $ 388,501    $ 5,214     5.37  %

Investment securities

     2,992      29     3.91  %     2,911      45     6.25  %

FHLB stock

     5,642      25     1.79  %     7,697      58     2.99  %

Mortgage-backed securities

     7,592      94     4.92  %     5,189      89     6.87  %

Other

     5,690      13     0.94  %     4,602      13     1.13  %
    

  


 

 

  


 

Total interest-earning assets

     504,145      6,306     5.03  %     408,900      5,419     5.30  %

Non-interest-earning assets

     37,129                    25,524               
    

                

              

Total assets

   $ 541,274                  $ 434,424               
    

                

              

Interest-bearing liabilities:

                                          

Deposits

   $ 354,794    $ 1,356     1.53  %   $ 244,619    $ 1,099     1.80  %

FHLB advances

     106,830      593     2.22  %     132,419      803     2.43  %

Other borrowed money

     3,998      30     3.03  %     —        —       —    

Subordinated debentures

     9,279      94     4.05  %     —        —       —    
    

  


 

 

  


 

Total interest-bearing liabilities

     474,901      2,073     1.75  %     377,038      1,902     2.02  %

Non-interest bearing liabilities

     27,607                    21,790               

Shareholders’ equity

     38,766                    35,596               
    

                

              

Total liabilities and stockholders equity

   $ 541,274                  $ 434,424               
    

                

              

Net interest income

          $ 4,233                  $ 3,517        
           


              


     

Interest rate spread

                  3.28  %                  3.28  %

Net interest margin

                  3.36  %                  3.44  %

Ratio of average interest-earning assets to average interest-bearing liabilities

            106.16  %                  108.45  %      
           


              


     

 

    

6/30/2004

Nine Months Ended


   

6/30/2003

Nine Months Ended


 
     Average
Balance


  

Interest

and
Dividends


   

Yield/

Cost


    Average
Balance


  

Interest

and
Dividends


   

Yield/

Cost


 
     (Dollars in thousands)  

Interest-earning assets:

                                          

Loans receivable

   $ 408,176    $ 16,054     5.24  %   $ 369,050    $ 15,435     5.58  %

Investment securities

     3,434      109     4.23  %     2,911      136     6.24  %

FHLB stock

     4,518      67     1.98  %     7,340      165     2.99  %

Mortgage-backed securities

     8,071      306     5.06  %     6,101      314     6.86  %

Other

     5,675      41     0.98  %     2,187      18     1.12  %
    

  


 

 

  


 

Total interest-earning assets

     429,874      16,577     5.14  %     387,589      16,068     5.53  %

Non-interest-earning assets

     34,780                    21,935               
    

                

              

Total assets

   $ 464,655                  $ 409,524               
    

                

              

Interest-bearing liabilities:

                                          

Deposits

   $ 315,715    $ 3,668     1.55  %   $ 227,257    $ 3,288     1.93  %

FHLB advances

     83,026      1,537     2.47  %     127,285      2,722     2.85  %

Other borrowed money

     1,854      42     3.02  %     88      3     4.30  %

Subordinated debentures

     3,148      95     4.02  %     —        —       —    
    

  


 

 

  


 

Total interest-bearing liabilities

     403,743      5,342     1.76  %     354,630      6,013     2.26  %

Non-interest bearing liabilities

     22,860                    20,288               

Shareholders’ equity

     37,775                    34,606               
    

                

              

Total liabilities and stockholders equity

   $ 464,378                  $ 409,524               
    

                

              

Net interest income

          $ 11,235                  $ 10,055        
           


              


     

Interest rate spread

                  3.38  %                  3.27  %

Net interest margin

                  3.49  %                  3.46  %

Ratio of average interest-earning assets to average interest-bearing liabilities

            106.47  %                  109.29  %      

 

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Additional Discussion on Financial Condition

 

Cash and cash equivalents decreased $2.2 million, from $18.7 million at September 30, 2003 to $16.4 million at June 30, 2004. The decrease in cash resulted from a decrease of overnight deposits, which typically accumulate from proceeds wired from investors on loan sales.

 

The balance of Federal Home Loan Bank advances increased $70.0 million to $101.5 million at June 30, 2004 from $31.5 million at September 30, 2003. The increase in advances was used to fund loan growth. The Company is currently limited to 40% of its total assets or $226.6 million in borrowing capacity from the FHLB of Des Moines subject to sufficient collateral. At June 30, 2004, the weighted average rate of the FHLB borrowings was 2.47% with a weighted average maturity of 1.76 years.

 

The Company also added two new liabilities during the year designed to bolster the consolidated regulatory capital levels of the organization. On March 30, 2004, the Company issued $9.0 million of trust preferred securities. In addition, the Company borrowed another $4 million from a correspondent bank and contributed the proceeds into the Bank as capital.

 

Balances due to other banks increased $4.2 million to $15.1 million at June 30, 2004. Due to other banks is the balance of checks drawn on a correspondent Bank’s checking account. On a daily basis, the Company settles with the correspondent bank. The balances primarily represent the checks issued to fund loans on the final business day of the month.

 

Bank owned life insurance (“BOLI”) increased $3.8 million to $11.4 million at June 30, 2004 from $7.6 million at September 30, 2003. In response to the growth in costs related to employee benefits, the Bank has invested in key-man life insurance. In accordance with Office of Thrift Supervision guidance, the Bank has limited its investment in BOLI to less than 25% of Tier I capital.

 

Total stockholders’ equity increased $2.2 million to $38.6 million at June 30, 2004 from $36.4 million at September 30, 2003. The increase was primarily attributable to net income for the nine months of $4.3 million. Offsetting the increase in equity was the repurchase of 91,755 shares of common stock for $1.6 million and the payment of dividends of $1.1 million.

 

NON-PERFORMING ASSETS AND DELINQUENCIES

 

Total non-performing assets decreased $620,000 from $4.3 million at September 30, 2003 to $3.6 million at June 30, 2004. In the second quarter, the Company sold a pool of $2.5 million in non-performing residential loans to an investor, but was offset by declines in credit quality of approximately $1.9 million of residential real estate loans. The allowance for loan losses has increased $1.1 million to $5.0 million at June 30, 2004 from $3.9 million at September 30, 2003. The allowance as a percentage of nonperforming loans increased from 91.3% at September 30, 2003 to 137.6% at June 30, 2004, while the allowance as a percentage of total loans has decreased from 1.13% at September 30, 2003 to 0.97% at June 30, 2004.

 

PROVISION FOR LOAN LOSSES

 

The provision for loan losses was $650,000 and $1.2 million for the three and nine-month periods ended June 30, 2004 compared to $311,000 and $1.1 million for the three and nine-month period ended June 30, 2003. The increase in the provision for loan losses during the quarter ended June 30, 2004 was due primarily to the addition of $70.9 million in portfolio loans and the higher concentration of commercial loans, which carry a higher level of risk than other loans in the portfolio.

 

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The provision for loan losses is determined by management as the amount to bring the allowance for loan losses to a level that is considered adequate to absorb losses inherent in the loan portfolio. The allowance for loan losses is a critical accounting estimate reported within the consolidated financial statements. The allowance is based upon quarterly management estimates of expected losses inherent in the loan portfolio. Management estimates are determined by quantifying certain risks in the portfolio that are affected primarily by changes in the nature and volume of the portfolio combined with an analysis of past-due and classified loans, but can also be affected by the following factors: changes in lending policies and procedures, including underwriting standards and collections, charge-off and recovery practices, changes in national and local economic conditions and developments, and changes in the experience, ability, and depth of lending management staff.

 

Because management adheres to specific loan underwriting guidelines focusing primarily on residential and commercial real estate and home equity loans secured by one-to four-family and commercial properties, the Bank’s five-year historical loan loss experience has been low at $185,000 annually. While the losses have increased slightly over the last five years, the balance of the allowance has increased dramatically, almost doubling in the last two fiscal years. The growth in the allowance for loan losses was due to an increase in risk in the loan porfolio. The Company was historically a lender of only one-to-four family conforming residential loans. Today the Company has expanded its loan portfolio to include higher risk home equity, commercial and construction loans. Because the Company’s loan portfolio is typically collateralized by real properties, losses occur more frequently when property values are declining and borrowers are losing equity in the Company’s collateral. At present, the property values in the Company’s lending areas have been stable and appreciating.

 

The following table is a summary of our loan loss experience for the periods indicated:

 

    

Nine Months Ended

June 30,


 
     2004

    2003

 
     (In thousands)  

Allowance for loan losses, beginning of period

   $ 3,866     $ 2,553  

Provision for loan losses

     1,230       1,081  

Loans charged-off

     (145 )     (120 )

Recoveries of loans previously charged-off

     11       2  
    


 


Allowance for loan losses, end of period

     4,962       3,516  
    


 


Ratio of allowance to total loans outstanding

     0.97 %     0.85 %

Ratio of allowance to nonperforming loans

     137.60 %     126.08 %

 

The following assessments are performed quarterly in accordance with the Company’s allowance for loan losses methodology:

 

Homogeneous residential mortgage loans are given one of five standard risk ratings at the time of origination. The risk ratings are assigned through the use of a credit scoring model, which assesses credit risk determinants from the borrower’s credit history, the loan-to-value ratio, the affordability ratios or other personal history. Five-year historical loss rates and industry data for each credit rating are used to determine the appropriate allocation percentage for each loan grade. Commercial real estate, consumer and home equity loans are assigned standard risk weightings that determine the allocation percentage.

 

When commercial real estate loans are over 30 days delinquent or residential, consumer and home equity loans are over 90 days past due, they are evaluated individually for impairment. Additionally, loans that demonstrate credit weaknesses that may impact the borrower’s ability to repay or the value of the collateral are also reviewed individually for impairment. The Company considers a loan to be impaired when management believes it will be unable to collect all principal and interest due according to the contractual terms of the loan. If a loan is impaired, the Company records a loss valuation equal to the excess of the loan’s carrying value over the present value of estimated future cash flows or the fair value of collateral if the loan is collateral dependent.

 

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The Company’s methodology includes factors that allow the Company to adjust its estimates of losses based on the most recent information available. Historic loss rates used to determine allowance provisions are adjusted to reflect the impact of current conditions, including actual collection and charge-off experience.

 

DISCUSSION OF OTHER NON-INTEREST INCOME AND EXPENSE FROM OPERATIONS FOR THREE AND NINE MONTHS ENDED JUNE 30, 2004

 

Gain on sale of investment securities was $0 and $736,000 for the three and nine month periods ending June 30, 2004, respectively, compared to $50,000 and $74,000 in gains on sale of investment securities for the three and nine month periods ending June 30, 2003, respectively. The increase in the gain for the nine month period was the result of the sale of certain equity securities held by the Company, which were sold during the second quarter. The Company’s investment policy allows it to purchase up to 5% ownership in other publicly traded thrift holding companies. The Company typically purchases well-capitalized thrift stocks that are close to St. Louis and trading at a low valuation.

 

Insurance Commissions increased $58,000 to $142,000 for the three-month period ending June 30, 2004 compared to the three-month period ending June 30, 2003. For the nine-month period ending June 30, 2004 insurance commissions were $251,000 compared to $148,000 for nine months ending June 30, 2003. Insurance commission is revenue derived from non-deposit investments offered through the Bank’s subsidiary. The revenue has increased in the current year as management has added staff to this sales activity.

 

Salaries and employee benefits expense decreased $303,000 to $1.7 million for the three-month period ended June 30, 2004 from $2.0 million for the three-month period ended June 30, 2003. In June of 2003, the Company released additional shares from the ESOP, which resulted in an additional $403,000 of salary expense during the quarter ended June 30, 2003. For the nine-month period ending June 30, 2004 salaries and employee benefits expense was down $412,000 to $4.6 million due primarily to lower ESOP expense in 2004.

 

Occupancy and equipment related expenses increased $157,000 to $897,000 during the three-month period ended June 30, 2004 and $612,000 to $2.7 million during the nine-month period ended June 30, 2004. The growth in the occupancy and equipment related expenses relate to the opening of two new bank locations and the operations center during the last year.

 

Other expense declined $256,000 to $551,000 during the three-month period ended June 30, 2004 compared to the three-month period ended June 30, 2003. For the nine-month period, other expense was down $717,000. The decline in other expense was primarily attributed to the $613,000 in early termination fees to retire $10 million in long-term FHLB advances incurred during fiscal 2003, with $242,000 of expense occurring during the three months ended June 30, 2003.

 

INCOME TAXES

 

The provision for income taxes was $883,000 for the three-month period ended June 30, 2004 compared to $1.2 million for the three-month period ended June 30, 2003. The provision for income tax was $2.5 million and $2.7 million for the periods ending June 30, 2004 and June 30, 2003, respectively. The effective tax rates for the nine-month periods ended June 30, 2004 and 2003 were 37.2% and 38.3%, respectively.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

At June 30, 2004, the Bank had outstanding commitments to originate loans of $105.7 million and commitments to sell loans on a best efforts basis of $116.2 million. At the same date, certificates of deposit that are scheduled to mature in one year or less totaled $163.5 million. Based on past experience, management believes the majority of maturing certificates of deposit will remain with the Bank.

 

If the Bank or the Company requires funds beyond its ability to generate them internally, the Bank has the ability to borrow funds from the FHLB under a blanket agreement which assigns all investments in FHLB stock, qualifying first residential mortgage loans, residential loans held for sale and home equity loans with a 90% or LTV as collateral to secure the amounts borrowed. Total borrowings from the FHLB are subject to limitations based upon a risk assessment of the Bank, which currently allows for a line of credit equal to 40% of the Bank’s assets. At June 30, 2004, the Bank had approximately $226.3 million in available borrowing authority under the above-mentioned arrangement, $101.5 million of which had been borrowed in advances from the FHLB. The Company also maintains a $12 million line of credit with a correspondent bank.

 

SOURCES AND USES OF CASH

 

The Company is a large originator of residential mortgage loans with more than 75% of the loans being sold into the secondary residential mortgage investment community. Consequently, the primary source and use of cash in operations is to originate loans for sale, which used $640.4 million in cash during the nine months ended June 30, 2004 and provided proceeds of cash of $650.1 million from loan sales. Also, the Company realized $2.8 million of gains on sale of loans.

 

The primary use of cash from investing activities is also from loans that are originated for the portfolio. During the nine months ended June 30, 2004, the Company had a net increase of $175.0 million in loans, which increased substantially from $25.5 million for the nine months ended June 30, 2003. See the Management’s Discussion on Core Business Strategy above for a discussion on the growth of the retained loan portfolio.

 

The Company’s primary source of funds from financing activities came from increased deposit and advance balances. Deposit balances increased $77.8 million and FHLB advances increased $70.0 million during the nine-months ended June 30, 2004. During the nine months ended June 30, 2004, the Company also received $9.3 million from the issuance of trust preferred securities and borrowed an additional $3.9 million from a correspondent bank. Both transactions resulted in an increase in the Bank’s regulatory capital levels.

 

The following table presents the maturity structure of time deposits and other maturing liabilities at June 30, 2004:

 

    

June 30, 2004

(In thousands)


     Certificates
of Deposit


   FHLB
Borrowings


   Other
Borrowings


   Due to Other
Banks


   Subordinated
Debentures


Three months or less

   $ 65,969    $ 65,000    $ —      $ 15,134    $ —  

Over three months through six months

     43,524      —        —        —        —  

Over six months through twelve months

     54,054      10,000      —        —        —  

Over twelve months

     71,032      26,500      3,915      —        9,279
    

  

  

  

  

Total

   $ 234,579    $ 101,500    $ 3,915    $ 15,134    $ 9,279
    

  

  

  

  

 

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In addition to our owned banking facilities, the Company has entered into long-term leasing arrangements to support ongoing activities. The required payments under such commitments and other obligations at June 30, 2004 are as follows:

 

     June 30, 2004

     Operating Leases

Less than one year

   $ 264,681

Over 1 year but less than 5 years

     786,652

Over 5 years

     —  
    

Total

   $ 1,051,333
    

 

The Bank is required to maintain specific amounts of capital pursuant to Office of Thrift Supervision (“OTS”) regulations on minimum capital standards. The OTS’ minimum capital standards generally require the maintenance of regulatory capital sufficient to meet each of three tests, hereinafter described as the tangible capital requirement, the Tier I (core) capital requirement and the risk-based requirement. The tangible capital requirement provides for minimum tangible capital (defined as stockholders’ equity less all intangible assets) equal to 1.5% of adjusted total assets. The Tier I capital requirement provides for minimum core capital (tangible capital plus certain forms of supervisory goodwill and other qualifying intangible assets) equal to 3.0% of adjusted total assets. The risk-based capital requirements provide for the maintenance of core capital plus a portion of unallocated loss allowances equal to 8.0% of risk-weighted assets. In computing risk-weighted assets, the Bank multiplies the value of each asset on its balance sheet by a defined risk-weighting factor (e.g., one-to four-family conventional residential loans carry a risk-weighted factor of 50%).

 

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The following table illustrates the Bank’s regulatory capital levels compared to its regulatory capital requirements at June 30, 2004.

 

     Actual

   

For Capital

Adequacy
Purposes


   

To be Categorized as
“Well Capitalized”
Under Prompt
Corrective Action

Provisions


 

(Dollars in Thousands)

 

   Amount

   Ratio

    Amount

   Ratio

    Amount

   Ratio

 

As of June 30, 2004:

                                       

Tangible capital (to total assets)

   $ 48,397    8.57 %   $ 8,476    1.50 %     N/A    N/A  

Total risk-based capital (to risk-weighted assets)

     53,774    12.65 %     34,016    8.00 %   $ 42,520    10.00 %

Tier I risk-based capital (to risk-weighted assets)

     48,942    11.51 %     21,260    5.00 %     25,512    6.00 %

Tier I total capital (to total assets)

     48,942    8.66 %     22,603    4.00 %     28,254    5.00 %

As of September 30, 2003:

                                       

Tangible capital (to total assets)

   $ 32,686    8.21 %   $ 5,972    1.50 %     N/A    N/A  

Total risk-based capital (to risk-weighted assets)

     36,334    11.77 %     24,703    8.00 %   $ 30,878    10.00 %

Tier I risk-based capital (to risk-weighted assets)

     32,686    10.59 %     15,439    5.00 %     18,527    6.00 %

Tier I total capital (to total assets)

     32,686    8.21 %     15,925    4.00 %     19,906    5.00 %

 

EFFECTS OF INFLATION

 

Changes in interest rates may have a significant impact on a bank’s performance because virtually all assets and liabilities of banks are monetary in nature. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Inflation does have an impact on the growth of total assets in the banking industry, often resulting in a need to increase equity capital at higher than normal rates to maintain an appropriate equity to asset ratio. The Company’s operations are not currently impacted by inflation.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There has been no material change in the Company’s quantitative or qualitative aspects of market risk during the quarter ended June 30, 2004, from that disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2003 other than an increase of approximately $14.5 million in Tier 1 capital, which will result in reducing the Company’s interest rate sensitivity.

 

We utilize derivative financial instruments to assist in our management of interest rate sensitivity of certain assets. Derivative financial instruments issued by us consist of interest rate lock commitments to originate residential loans. Commitments to originate loans consist exclusively of residential real estate loans. These net loan

 

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commitments and loans held for sale are hedged with forward contracts to sell mortgage-backed securities. As of June 30, 2004 and September 30, 2003, we had interest rate lock commitments of $60.5 million and $25.0 million and forward contracts of $11.8 million and $0, respectively.

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

EFFECTS OF NEW ACCOUNTING STANDARDS

 

In January 2003, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46 — Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation was recently reissued in December 2003 as FASB Interpretation No. 46 (revised December 2003) (FIN46R). FIN 46R is intended to achieve more consistent application of consolidation policies to variable interest entities and, thus, to improve comparability between enterprises engaged in similar activities even if some of those activities are conducted through variable interest entities. Including the assets, liabilities, and results of activities of variable interest entities in the consolidated financial statements of their primary beneficiaries will provide more complete information about the resources, obligations, risks and opportunities of the consolidated enterprise. FIN 46R applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. For public companies, it applies no later than the end of the first reporting period ending after December 15, 2003 to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. FIN 46R may be applied prospectively with a cumulative-effect adjustment as of the date on which it is first applied or by restating previously issued financial statements for one or more years with a cumulative-effect adjustment as of the beginning of the first year restated. On December 31, 2003, we implemented FIN 46R, which did not have a material effect on our consolidated financial statements.

 

On March 9, 2004, the SEC issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments (SAB 105). SAB 105 contains specific guidance on the inputs to a valuation-recognition model to measure loan commitments accounted for at fair value. SAB 105 requires that fair-value measurement include only differences between the guaranteed interest rate in the loan commitment and a market interest rate, excluding any expected future cash flows related to the customer relationship or loan servicing. As such, SAB 105 limits opportunities to recognize an asset related to a loan commitment to originate a mortgage loan that will be held for sale prior to funding. The guidance in SAB 105 is applied to mortgage loan commitments that are accounted for as derivatives and are entered into after March 31, 2004. The implementation of SAB 105 did not have a material affect on our consolidated financial statements.

 

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PART II - OTHER INFORMATION


Table of Contents

Item 1. Legal Proceedings:

 

Periodically, there have been various claims and lawsuits involving the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. Neither the Bank or the Company is a party to any pending legal proceedings that it believes would have a material adverse effect on the financial condition or operations of the Company.

 

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities:

 

The following table provides information regarding the Company’s purchases of its equity securities during the three months ended June 30, 2004.

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period


   (a) Total
Number
of Shares
(or Units)
Purchased


   (b)
Average
Price
Paid per
Share
(or Unit)


  

(c)
Total Number of
Shares

(or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs


   (d)
Maximum Number
(or Approximate
Dollar Value) of
Shares (or Units) that
May Yet Be
Purchased Under the
Plans or Programs
(1)


April 1, 2004 through April 30, 2004

   9,090      18.50    9,090    75,169

May 1, 2004 through May 31, 2004

   19,200      17.55    19,200    55,969

June 1, 2004 through June 30, 2004

   29,400      16.97    29,400    26,569

Total

   57,690    $ 17.40    57,690    N/A

(1) In February 2003, Pulaski Financial Corp. announced a repurchase program under which it would repurchase up to 140,000 shares of Pulaski Bank’s common stock. On July 21, 2003 the Company declared a two-for-one stock split of its common stock, increasing the shares authorized under this program to 280,000. The repurchase program will continue until it is completed or terminated by the Board of Directors.

 

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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

 

3.1

  Articles of Incorporation of Pulaski Financial Corp.*

3.2

  Certificate of Amendment to Articles of Incorporation of Pulaski Financial Corp.**

3.3

  Bylaws of Pulaski Financial Corp.*

4.0

  Form of Certificate for Common Stock***

31.1

  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

  Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

32.1

  Section 1350 Certification of Chief Executive Officer

32.2

  Section 1350 Certification of Chief Financial Officer

* Incorporated by reference into this document from the Exhibits to the 2003 proxy statement as filed with the Securities and Exchange Commission on December 27, 2002.
** Incorporated by reference into this document from the Form 10-Q, as filed with the Securities and Exchange Commission on February 17, 2003.
*** Incorporated by reference from the Form S-1 (Registration No. 333-56465), as amended, as filed with the Securities and Exchange Commission on June 9, 1998.

 

B. Reports on Form 8-K

 

On April 15, 2004, the Company furnished a Form 8-K in which it announced certain information about its recently completed quarter, the timing of its second quarter earnings release, and the timing and procedure for participating in a conference call to discuss the second quarter results. The press release announcing the financial results was attached by exhibit.

 

On April 29, 2004, the Company furnished a Form 8-K in which it announced under Item 12 its financial condition and results of operations for the quarter ended March 31, 2004. The press release announcing the financial results was attached by exhibit.

 

On June 29, 2004, the Company furnished a Form 8-K in which it announced under Item 9 the appointment of Leon A. Felman as a director of the Company and the Bank. The press release announcing the appointment was attached by exhibit.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

PULASKI FINANCIAL CORP.

Date: August 13, 2004

 

/S/ William A. Donius


   

William A. Donius

   

Chairman, President and Chief Executive Officer

Date: August 13, 2004

 

/S/ Ramsey K. Hamadi


   

Ramsey K. Hamadi

   

Chief Financial Officer

 

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