UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ending March 31, 2002
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or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
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Commission File Number 0-25355
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PFSB BANCORP, INC.
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(Exact name of small business issuer as specified in its charter)
Missouri 31-1627743
- ------------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 W. Lafayette St., P.O. Box 72, Palmyra, MO 63461
- ------------------------------------------------ ------------
(Address of principal executive offices) (Zip Code)
573-769-2134
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(Issuer's telephone number)
As of May 14, 2002, there were 418,195 shares of the Registrant's Common Stock,
$.01 par value per share, outstanding.
Transitional Small Business Disclosure Format
Yes No X
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PFSB BANCORP, INC. AND SUBSIDIARIES
FORM 10-QSB
MARCH 31, 2002
INDEX PAGE
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PART I - FINANCIAL INFORMATION
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ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 1
CONSOLIDATED STATEMENTS OF INCOME 2
CONSOLIDATED STATEMENTS OF CASH FLOWS 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4-6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7-10
PART II - OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11-12
SIGNATURES 13
PFSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
March 31, September 30,
2002 2001
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ASSETS (Unaudited) (Unaudited)
Cash (includes interest-bearing deposits of $4,455 and $3,883, respectively) $ 4,704 $ 4,185
Investment securities:
Available-for-sale, at fair value 8,106 6,036
Held-to-maturity (fair value of $256 and $912, respectively) 255 900
Mortgage-backed securities held-to-maturity (fair value of $6,365 and $7,061, respectively) 6,369 6,970
Stock in Federal Home Loan Bank of Des Moines ("FHLB") 509 427
Loans receivable, net (allowance for loan losses of $341 and $299 respectively) 50,313 49,901
Accrued interest receivable 528 538
Premises and equipment 988 1,030
Other assets 126 57
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TOTAL ASSETS $ 71,898 $70,044
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 62,669 $60,736
Advances from borrowers for property taxes and insurance 39 55
Other liabilities 120 117
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TOTAL LIABILITIES 62,828 60,908
STOCKHOLDERS' EQUITY
Common stock, $.01 par value per share; 5,000,000 authorized, 559,000 issued 6 6
Additional paid-in capital 4,942 4,937
Retained earnings-substantially restricted 6,350 6,317
Accumulated other comprehensive income (loss) (125) 28
Unearned ESOP shares (313) (335)
Unearned SBIP shares (130) (157)
Treasury stock, at cost (142,048 and 142,048 shares of common stock, respectively) (1,660) (1,660)
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TOTAL STOCKHOLDERS' EQUITY 9,070 9,136
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 71,898 $70,044
======== =======
See accompanying notes to consolidated financial statements.
-1-
PFSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
March 31, March 31,
2002 2001 2002 2001
------------ ------------ ------------- ------------
(Unaudited)
INTEREST INCOME
Mortgage loans $ 898 $ 853 $ 1,858 $ 1,699
Consumer and other loans 6 10 12 23
Interest-bearing deposits (2) 25 25 69
Investment securities 113 238 202 495
Mortgage-backed securities 95 49 199 98
------- ------- ------- -------
TOTAL INTEREST INCOME $ 1,110 $ 1,175 $ 2,296 $ 2,384
INTEREST EXPENSE
Deposits 604 777 1,282 1,558
Advances from FHLB -- 24 -- 88
------- ------- ------- -------
TOTAL INTEREST EXPENSE $ 604 $ 801 $ 1,282 $ 1,646
------- ------- ------- -------
NET INTEREST INCOME 506 374 1,014 738
PROVISION FOR LOAN LOSSES 20 -- 41 --
------- ------- ------- -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 486 374 973 738
NON-INTEREST INCOME
Service charges and other fees 25 16 50 32
Loss from foreclosed assets -- (11) (7) (13)
Gain (loss) from sale of investments 3 2 2 2
Other income 8 6 10 16
------- ------- ------- -------
TOTAL NON-INTEREST INCOME 36 13 55 37
NON-INTEREST EXPENSE
Employee salaries and benefits 208 209 423 410
Occupancy costs 42 44 84 88
Advertising 12 9 22 22
Data processing 29 26 53 49
Federal insurance premiums 2 1 5 4
Professional fees 110 47 156 85
Directors' fees 18 18 35 33
Other expenses 67 53 122 109
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TOTAL NON-INTEREST EXPENSE 488 407 900 800
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INCOME (LOSS) BEFORE INCOME TAXES 34 (20) 128 (25)
INCOME TAXES (INCOME TAX BENEFIT) 6 (11) 32 (13)
------- ------- ------- -------
NET INCOME (LOSS) $ 28 $ (9) $ 96 $ (12)
======= ======= ======= =======
BASIC INCOME (LOSS) PER SHARE $ 0.07 $ (0.02) $ 0.26 $ (0.03)
======= ======= ======= =======
DILUTED INCOME (LOSS) PER SHARE $ 0.07 $ (0.02) $ 0.25 $ (0.03)
======= ======= ======= =======
See accompanying notes to Consolidated Financial Statements
-2-
PFSB BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Six Months Ended
March 31
2002 2001
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(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 96 $ (12)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 44 42
Amortization of premiums and discounts 3 (3)
Provisions for loan losses 41 --
Gain (Loss) on sale of investments (2) --
(Gain) Loss on sale of foreclosed real estate 7 11
ESOP shares released 27 27
Amortization of SBIP 27 28
Changes to assets and liabilities increasing (decreasing) cash flows
Accrued interest receivable 10 47
Other assets 14 127
Other liabilities 1 (197)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 268 70
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of investment securities, held-to-maturity 645 2,045
Purchase of investment securities, available-for-sale (6,049) (998)
Proceeds from maturities and calls of investment securities, available-for-sale 3,748 2,500
Purchase of mortgage-backed securities (978) --
Principal collected on mortgage-backed securities 1,575 260
(Purchase) Redemption of FHLB Stock (83) (24)
Loans originated, net of repayments 1,249 403
Purchase of mortgage loans (1,745) (746)
Proceeds from sale of education loans 37 34
Purchase of premises and equipment (2) (21)
Proceeds from sales of foreclosed real estate -- 57
Expenditures on foreclosed real estate (2) --
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NET CASH USED BY INVESTING ACTIVITIES $(1,605) $ 3,510
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 1,934 1,368
Advances from FHLB
Borrowings -- --
Repayments -- (3,500)
Net increase (decrease) in advances for taxes and insurance (16) (16)
Dividends paid (62) (68)
Purchase of treasury stock -- (430)
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NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $ 1,856 $(2,646)
------- -------
NET INCREASE (DECREASE) IN CASH 519 934
CASH, BEGINNING OF PERIOD 4,185 3,792
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CASH, END OF PERIOD $ 4,704 $ 4,726
======= =======
See accompanying notes to Consolidated Financial Statements
-3-
PFSB BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A--Basis of Presentation
- -----------------------------
The accompanying unaudited, consolidated financial statements have been prepared
by PFSB Bancorp, Inc. (the "Company") in accordance with instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation are reflected in
the March 31, 2002, interim financial statements.
The results of operations for the period ended March 31, 2002, are not
necessarily indicative of the operating results for the full year. The
accompanying consolidated financial statements and related notes of PFSB
Bancorp, Inc. should be read in conjunction with the audited financial
statements and related notes included in the Company's Annual Report for the
year ended September 30, 2001.
NOTE B--Formation of Holding Company and Conversion to Stock Form
- -----------------------------------------------------------------
On March 31, 1999, the Company became the holding company for Palmyra Savings
(the "Bank) upon the Bank's conversion from a federally chartered mutual savings
association to a federally chartered capital stock savings bank. The conversion
was accomplished through the sale and issuance by the Company of 559,000 shares
of common stock at $10 per share. Proceeds from the sale of common stock, net of
expenses incurred of $608,237, were $4,981,763, inclusive of $447,200 related to
shares held by Palmyra Savings' Employee Stock Ownership Plan ("ESOP").
NOTE C--Net Income (Loss) Per Share
- -----------------------------------
Basic income per share is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted income per common share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.
Three Months Ended Six Months Ended
March 31, March 31,
2002 2001 2002 2001
------------ ------------ ------------- ------------
(In thousands, except (In thousands, except
per share amounts) per share amounts)
Basic earnings per share:
Income (loss) available to common shareholders $ 28 $ (9) $ 96 $ (12)
===== ====== ===== ======
Average common shares outstanding 368 378 367 387
===== ====== ===== ======
Basic income (loss) per share $0.07 $(0.02) $0.26 $(0.03)
===== ====== ===== ======
Diluted income (loss) per share $0.07 $(0.02) $0.25 $(0.03)
===== ====== ===== ======
-4-
PFSB BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE D--Employee Stock Ownership Plan
- -------------------------------------
In connection with the conversion to stock form, Palmyra Savings established an
ESOP for the exclusive benefit of participating employees (all salaried
employees who have completed at least 1000 hours of service in a twelve-month
period and have attained the age of 21). The ESOP borrowed funds from the
Company in an amount sufficient to purchase 44,720 shares (8% of the Common
Stock issued in the stock offering). The loan is secured by the shares purchased
and will be repaid by the ESOP with funds from contributions made by Palmyra
Savings, dividends received by the ESOP and any other earnings on ESOP assets.
Contributions will be applied to repay interest on the loan first, and then the
remainder will be applied to principal. The loan is expected to be repaid in
approximately 10 years. Shares purchased with the loan proceeds are held in a
suspense account for allocation among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account are
allocated among participants in proportion to their compensation relative to
total compensation of all active participants. Participants will vest in their
accrued benefits under the employee stock ownership plan at the rate of 20% per
year, beginning upon the completion of two years of service. Vesting is
accelerated upon retirement, death or disability of the participant. Forfeitures
will be reallocated to remaining plan participants. Benefits may be payable upon
retirement, death, disability or separation from service. Since Palmyra Savings'
annual contributions are discretionary, benefits payable under the ESOP cannot
be estimated.
The Company accounts for its ESOP in accordance with Statement of Position
("SOP") 93-6, Employers Accounting for Employee Stock Ownership Plans.
Accordingly, the debt of the ESOP is eliminated in consolidation and the shares
pledged as collateral are reported as unearned ESOP shares in the consolidated
statements of financial condition. Contributions to the ESOP shall be sufficient
to pay principal and interest currently due under the loan agreement. As shares
are committed to be released from collateral, the Company reports compensation
expense equal to the average market price of the shares for the respective
period, and the shares become outstanding for earnings per share computations.
Dividends on allocated ESOP shares are recorded as a reduction of retained
earnings; dividends on unallocated ESOP shares are recorded as a reduction of
debt and accrued interest.
A summary of ESOP shares at March 31, 2002 is as follows:
Shares committed for release 1,118
Shares released 12,298
Unreleased shares 31,304
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TOTAL 44,720
======
Fair value of unreleased shares $ 406,952
=========
NOTE E--Stock Based Compensation Plans
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The Board of Directors adopted, and the shareholders subsequently approved on
January 27, 2000, the PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan
("SBIP"). The purpose of the SBIP is to attract and retain qualified personnel
in key positions, provide officers, employees and non-employee directors of the
Company and Palmyra Savings, with a proprietary interest in the Company as an
incentive to contribute to the success of the Company, promote the attention of
management to other stockholder's concerns, and reward employees for outstanding
performance.
The SBIP authorizes the granting of options to purchase common stock of the
Company and awards of restricted shares of common stock. Subject to certain
adjustments to prevent dilution of awards to participants, the number of shares
of common stock reserved for awards under the SBIP is 78,260 shares, consisting
of 55,900 shares reserved for options and 22,360 shares reserved for restricted
stock awards. All employees and non-employee directors of the Company and its
affiliates are eligible to receive awards under the SBIP. The SBIP is
administered by a committee consisting of members of the Board of Directors who
are not employees of the Company or its affiliates.
-5-
PFSB BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
On April 6, 2000, the Company granted options for 44,720 shares at $10.25 per
share and awarded the 22,360 shares of restricted stock pursuant to the SBIP.
The options will enable the recipient to purchase stock at the exercise price
above. The options vest over three years following the date of grant and are
exercisable for up to 10 years. As of March 31, 2002, options for 17,396 shares
had vested, and options for 1,218 shares were exercised.
The restricted stock awards do not require any payment by the recipient and vest
over five years following the date of the award. The Company funded the
restricted stock awards with Treasury Stock which was purchased at a price above
the fair market value of the Company's stock at the award date resulting in an
increase in additional paid-in capital of $50,310. Amortization of the awards
resulted in a charge to compensation and benefit expense of $10,468 for the
three month period ended March 31, 2002.
The Company adopted SFAS No. 123, Accounting for Stock-Based Compensation, which
permits entities to recognize, as expense over the vesting period, the fair
value of all stock-based awards on the date of grant. Alternatively, SFAS No.
123 allows entities to disclose pro forma net income and income per share as if
the fair value-based method defined in SFAS No. 123 has been applied, while
continuing to apply the provisions of Accounting Principles Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees, under which
compensation expense is recorded on the date of grant only if the current market
price of the underlying stock exceeds the exercise price.
As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation" the
Company has elected to apply the recognition provisions of Accounting Principles
Board Opinion No. 25, under which compensation expense is recorded on the date
of grant only if the current market price of the underlying stock exceeds the
exercise price. Accordingly, adoption of SFAS No. 123 will have no impact on the
Company's consolidated financial position or results of operations.
NOTE F--Comprehensive Income
- ----------------------------
On October 1, 1998 the Company adopted the provisions of Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income", which
established standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. For the three and six month periods ended
March 31, 2002 and 2001, unrealized holding gains and losses on investments in
debt and equity securities available-for-sale were the Company's only other
comprehensive income component.
Comprehensive income for the three and six month periods ended March 31, 2002
and 2001 is summarized as follows:
Three Months Ended Six Months Ended
March 31, March 31,
2002 2001 2002 2001
--------- ---------- -------- ---------
(Dollars in thousands) (Dollars in thousands)
Net Income (loss) $ 28 $ (9) $ 96 $ (12)
Other comprehensive income:
Net unrealized holding gains (losses) on investments
in debt and equity securities available-for-sale (41) 70 (153) 209
Adjustments for net securities (gains) losses realized
in net income, net of applicable income taxes (1) (1) (2) (1)
----- ----- ----- -----
Total other comprehensive income (loss) $ (14) $ 60 $ (59) $ 196
===== ===== ===== =====
-6-
PFSB BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S 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 PFSB Bancorp, Inc.'s (the "Company's") current
expectations regarding its business strategies and their intended results and
its 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 or contribute to 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; 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. The Company assumes no obligation to
update any forward-looking statements.
General
- -------
The Company is a Missouri corporation that was organized for the purpose of
becoming the holding company for Palmyra Savings ("Bank") upon the Bank's
conversion from a federal mutual savings association to a federal stock savings
bank. The Bank's conversion was completed on March 31, 1999. The Bank's business
consists principally of attracting retail deposits from the general public and
using these funds to originate and purchase residential mortgage loans generally
located in Missouri.
The Company's operating results depend primarily on its net interest income,
which is the difference between the income it receives from its loans and
investments, and the interest paid on deposits and borrowings. Non-interest
income and expenses also affect the Company's operating results. Non-interest
income would include such items as loan service fees, service charges, and other
fees. Non-interest expense would include such items as salaries and benefits,
occupancy costs, data processing expenses, and other expenses.
The discussion and analysis included herein covers material changes in results
of operations during the three month periods ended March 31, 2002 and 2001 as
well as those material changes in liquidity and capital resources that have
occurred since September 30, 2001.
Financial Condition at March 31, 2002 and September 30, 2001
- ------------------------------------------------------------
Total assets increased $1.9 million to $71.9 million at March 31, 2002. There
was a $519,000 increase in cash and interest bearing deposits, a $1.4 million
increase in investment securities, a $601,000 decrease in mortgage-backed
securities, a $82,000 increase in FHLB Stock, a $412,000 increase in loans
receivable, a $10,000 decrease in accrued interest receivable, a $42,000
decrease in premises and equipment, and a $69,000 increase in other assets.
There were $3.6 million in securities which were called or matured in the
period, $747,750 which were sold, and $6.0 million in securities which were
purchased. The increases in cash and interest bearing deposits, investment
securities, and loans receivable were primarily funded by a $1.9 million
increase in deposits. The decrease in accrued interest receivable was due
primarily to the timing of payments on mortgage loans and investment securities.
One property was foreclosed and sold during the period.
Total liabilities increased $1.9 million to $62.8 million at March 31, 2002 as
compared to September 30, 2001. The increase was due to an increase in deposits
of $1.9 million, a decrease in advances for taxes & insurance of $16,000, and an
increase in other liabilities of $3,000.
Stockholders' equity at March 31, 2002 decreased $66,000 to $9.1 million or
12.6% of total assets as compared to September 30, 2001. An increase in retained
earnings of $33,000 was due to earnings of $96,000. Other components
contributing to the change in stockholders' equity were an increase in
additional paid-in capital of $5,000, unrealized losses on securities of
$153,000, and a decrease in unearned ESOP and SBIP shares of $49,000.
-7-
PFSB BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Non-performing assets include non-accrual loans, loans 90 days or more
delinquent and still accruing interest, foreclosed real estate and other
repossessed assets. The following table presents non-performing assets at the
dates indicated.
March 31, September 30,
2002 2001
------------- --------------
Non-accrual loans .............................................. $297 $339
Loans past due 90 days or more and still accruing interest ..... -- 73
Foreclosed real estate and other repossessed assets ............ -- --
---- ----
Total non-performing assets ............................... $297 $412
==== ====
Non-accrual loans at March 31, 2002 and September 30, 2001 consisted primarily
of residential real estate loans. All non-accrual loans are classified as
substandard. As of March 31, 2002, one current loan was classified as $92,000
substandard and $5,000 loss due to value of the collateral securing the loan.
Results of Operations for the Three Months Ended March 31, 2002 and 2001
- ------------------------------------------------------------------------
Net Income - Net income increased $37,000 to $28,000 for the quarter ended March
31, 2002 as compared to a net loss of $9,000 for the quarter ended March 31,
2001. Diluted income per share increased from $(0.02) for the 2001 quarter end
to $0.07 for the 2002 quarter end.
Net Interest Income - Net interest income increased $132,000 to $506,000 for the
three months ended March 31, 2002. Interest income decreased $65,000 for the
three month period ended March 31, 2002 as compared to the three month period
ended March 31, 2001, while interest expense decreased $197,000, resulting in an
increase in net interest income of $132,000. The increase in interest income was
due to an increase in loans receivable of $5.5 million along with an increase in
mortgage-backed investments of $3.5 million, partially offset by a decrease in
investment securities of $4.7 million. Interest expense decreased $197,000 from
the three month period ended March 31, 2002 as compared to the same period ended
March 31, 2001. This was primarily due to the decrease in deposit expense of
$173,000 along with a decrease in interest expense on FHLB advances of $24,000.
Although there was a $4.9 million increase in deposits, primarily certificates
of deposit, interest expense on deposits decreased $173,000 due to a decrease in
the cost of deposits from 5.34% to 3.82% from March 31, 2001 to March 31, 2002.
The decrease in interest on FHLB advances was due to the repayment of all FHLB
advances in the prior fiscal year.
Provision for Loan Losses - The provision for loan loss increased $20,000 from
March 31, 2001 to March 31, 2002. The majority of the increase was due to a $1.1
million increase in 1-4 family non-owner occupied loans for the three month
period ended March 31, 2002. The allowance for loan losses is maintained at a
level which, in management's judgment, is adequate to absorb credit losses
inherent in the loan portfolio. The amount of the allowance is based on
management's evaluation of the collectibility of the loan portfolio, including
the nature of the portfolio, credit concentrations, trends in historical loss
experience, specific impaired loans and economic conditions. Allowances for
impaired loans are generally determined based on collateral values or the
present value of estimated cash flows. The allowance is increased by a provision
for loan losses, which is charged to expense, and reduced by charge-offs, net of
recoveries.
Noninterest Income - Total noninterest income increased $23,000 to $36,000 for
March 31, 2002. Service charges and other fees increased $9,000 for the three
month period ended March 31, 2002 as compared to the three month period ended
March 31, 2001. Also contributing to this increase was a decrease in loss from
foreclosed assets of $11,000, an increase in gain from sale of investments of
$1,000, and an increase in other income of $2,000.
Noninterest Expense - Total noninterest expense increased $81,000 to $488,000
for March 31, 2002. Of this increase, $63,000 was due to an increase in
professional fees and $14,000 was due to an increase in other expenses.
-8-
PFSB BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Income Taxes - Income taxes increased from an $11,000 tax benefit for the
quarter ended March 31, 2001 to a $6,000 tax expense for the quarter ended
March 31, 2002 due to the increase in before tax income.
Results of Operations for the Six Months Ended March 31, 2002 and 2001
- ----------------------------------------------------------------------
Net Income - Net income increased $108,000 to $96,000 for the six month period
ended March 31, 2002 as compared to a net loss of $12,000 for the same period
ended March 31, 2001. Diluted income per share increased from $(0.03) for the
2001 period end to $0.25 for the 2002 period end.
Net Interest Income - Net interest income increased $276,000 to $1.0 million for
the six months ended March 31, 2002. Interest income decreased $88,000 for the
six month period ended March 31, 2002 as compared to the six month period ended
March 31, 2001, while interest expense decreased $364,000, resulting in an
increase in net interest income of $276,000. The increase in interest income was
due to an increase in loans receivable of $5.5 million along with an increase in
mortgage-backed investments of $3.5 million, partially offset by a decrease in
investment securities of $4.7 million. Interest expense decreased $364,000 from
the six month period ended March 31, 2002 as compared to the same period ended
March 31, 2001. This was primarily due to the decrease in deposit expense of
$276,000 along with a decrease in interest expense on FHLB advances of $88,000.
Although there was a $4.9 million increase in deposits, primarily certificates
of deposit, interest expense on deposits decreased $276,000 due to a decrease in
the cost of deposits from 5.34% to 3.82% from March 31, 2001 to March 31, 2002.
The decrease in interest on FHLB advances was due to the repayment of all FHLB
advances in the prior fiscal year.
Provision for Loan Losses - The provision for loan losses increased $41,000 from
March 31, 2001 to March 31, 2002. The majority of the increase was due to a $2.6
million increase in 1-4 family non-owner occupied loans and a $743,000 increase
in commercial loans for the six month period ended March 31, 2002. The allowance
for loan losses is maintained at a level which, in management's judgment, is
adequate to absorb credit losses inherent in the loan portfolio. The amount of
the allowance is based on management's evaluation of the collectibility of the
loan portfolio, including the nature of the portfolio, credit concentrations,
trends in historical loss experience, specific impaired loans and economic
conditions. Allowances for impaired loans are generally determined based on
collateral values or the present value of estimated cash flows. The allowance is
increased by a provision for loan losses, which is charged to expense, and
reduced by charge-offs, net of recoveries.
Management applies its normal loan review procedures in determining when a loan
is impaired. All nonaccrual loans are considered impaired except those
classified as small-balance homogeneous loans which are collectively evaluated
for impairment. The Company considers all one-to four-family residential
mortgage loans, residential construction loans, and all consumer and other loans
to be smaller homogeneous loans. Impaired loans are assessed individually and
impairment identified when the accrual of interest has been discontinued, loans
have been restructured or management has serious doubts about the future
collectibility of principal and interest, even though the loans are currently
performing. Factors considered in determining impairment include, but are not
limited to, expected future cash flow, the financial condition of the borrower
and current economic conditions. The Company measures each impaired loan based
on the fair value of its collateral and charges off those loans or portions of
loans deemed uncollectible. Management has elected to continue to use its
existing nonaccrual methods for recognizing interest income on impaired loans.
Noninterest Income - Total noninterest income increased $18,000 to $55,000 for
March 31, 2002. Service charges and other fees increased $18,000 for the three
month period ended March 31, 2002 as compared to the three month period ended
March 31, 2001. There was a decrease in loss from foreclosed assets of $6,000,
offset by an decrease in other income of $6,000.
Noninterest Expense - Total noninterest expense increased $100,000 to $900,000
for March 31, 2002. Of this increase, $13,000 was due to an increase in employee
salaries and benefits, $4,000 was due to an increase in data processing fees,
$71,000 was due to an increase in professional fees, and $13,000 was due to an
increase in other expenses.
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PFSB BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Income Taxes - Income taxes increased from a $13,000 tax benefit for the quarter
ended March 31, 2001 to a $32,000 tax expense for the quarter ended March 31,
2002 due to the increase in before tax income.
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of funds are maturities and prepayments of
investment securities, customer deposits, proceeds from principal and interest
payments on loans and Federal Home Loan Bank of Des Moines advances. While
investment securities maturities and scheduled amortization of loans are a
predictable source of funds, deposit flows, investment securities prepayments
and mortgage prepayments are greatly influenced by general interest rates,
economic conditions and competition.
Palmyra Savings must maintain an adequate level of liquidity to ensure the
availability of sufficient funds to fund loan originations and deposit
withdrawals, to satisfy other financial commitments and to take advantage of
investment opportunities. Palmyra Savings generally maintains sufficient cash
and short-term investments to meet short-term liquidity needs. At March 31,
2002, cash and interest-bearing deposits totaled $4.7 million, or 6.5% of total
assets. Investment securities classified as available-for-sale totaled $8.1
million at March 31, 2002.
The Bank's primary investing activity is the origination and purchase of one- to
four-family mortgage loans. At March 31, 2002, the Bank had outstanding loan
commitments totaling $1.9 million and had undisbursed loans in process totaling
$468,000. Certificates of deposit that are scheduled to mature in less than one
year from March 31, 2002 totaled $29.2 million. Historically, the Bank has been
able to retain a significant amount of its deposits as they mature. Management
believes it has adequate resources to fund all loan commitments from the cash
inflow from savings deposits, loan payments and maturities of investment
securities. Management also has the ability to obtain advances from the Federal
Home Loan Bank to supplement liquidity.
Office of Thrift Supervision regulations require Palmyra Savings to maintain
specific amounts of regulatory capital. As of March 31, 2002, Palmyra Savings
complied with all regulatory capital requirements stated below. The following
table summarizes Palmyra Savings' capital ratios and the ratios required by
regulation at March 31, 2002.
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provisions
-------------------- --------------------- -----------------------
Amount Ratio Amount Ratio Amount Ratio
------- ------ -------- ---------- -------- -----------
(Dollars in thousands)
As of March 31, 2002
Total Risk-Based Capital
(to Risk Weighted Assets) $8,834 23.97% $2,948 8.0% $3,685 10.0%
Tier 1 Capital
(to Risk Weighted Assets) $8,499 23.06% $1,474 4.0% $2,211 6.0%
Tier 1 Capital
(to Adjusted Assets) $8,499 11.81% $2,159 3.0% $3,599 5.0%
Tangible Capital
(to Adjusted Assets) $8,499 11.81% $1,080 1.5% N/A N/A
-10-
PFSB BANCORP, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor Palmyra Savings is a party to any material legal
proceedings at this time. From time to time Palmyra Savings is involved in
various claims and legal actions arising in the ordinary course of business.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 24, 2002, the Company held its annual meeting of stockholders for the
purpose of the election of Directors to three-year terms and the ratification of
Moore, Horton & Carlson, P.C. as the Company's independent auditors. The number
of votes cast at the meeting as to each matter to be acted upon was as follows:
Number of Votes Number of Votes
Election of Directors FOR WITHHELD
- --------------------- --------------- ---------------
Steve W. Lewis...................... 305,472 23,125
Albert E. Davis..................... 316,872 11,725
Mark K. Bross....................... 316,497 12,100
The Directors whose terms continued and the years their terms expire are as
follows: James D. Lovegreen (2003), Eldon R. Mette (2003), L. Edward Schaeffer
(2004), and Robert M. Dearing (2004).
Number of Number of Number of
Votes Votes Votes
FOR AGAINST ABSTAIN
--------- ---------- ----------
2. Ratification of Moore, Horton &
Carlson, P.C. as the Company's
Independent Auditors................. 312,272 11,100 5,225
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
3.1 Articles of Incorporation of PFSB Bancorp, Inc.*
3.2 Bylaws of PFSB Bancorp, Inc.*
4.0 Form of Stock Certificate of PFSB Bancorp, Inc.*
10.1 Employment Agreement with Eldon R. Mette**
10.2 Employment Agreement with Ronald L. Nelson**
-11-
10.3 PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan***
b. Reports on Form 8-K
None
* Incorporated by reference from the Form SB-2 (Registration No. 333-69191),
as amended, as filed on December 18, 1998.
** Incorporated by reference from the Form 10-QSB for the quarter ended
March 31, 1999, as filed on May 17, 1999.
*** Incorporated by reference from the Definitive Proxy Statement for the
2000 Annual Meeting of Stockholders, as filed on December 15, 1999.
-12-
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PFSB Bancorp, Inc.
Date: May 14, 2002 By: /s/ Eldon R. Mette
----------------------------------
Eldon R. Mette
President and Chief Executive Officer
Date: May 14, 2002 By: /s/ Ronald L. Nelson
----------------------------------
Ronald L. Nelson
Vice President, Treasurer
and Secretary
-13-