-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HeL4ZjIDUnogwSHPu3x4EUha40B19mSEwvcYO/KqDLRjHhJxwegJMXC3NHU2jc6B Hr6vp4KgN9Py+Hoe694gmg== 0000904280-02-000225.txt : 20021025 0000904280-02-000225.hdr.sgml : 20021025 20021025155513 ACCESSION NUMBER: 0000904280-02-000225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021025 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL BANCORP INC /MA/ CENTRAL INDEX KEY: 0001076394 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043447594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25251 FILM NUMBER: 02798785 BUSINESS ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 BUSINESS PHONE: 6176284000 MAIL ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 8-K 1 fm8k102502-1508.txt FORM 8-K 10-25-02 - CENTRAL BANCORP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2002 CENTRAL BANCORP, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-25251 04-3447594 - ---------------------------- ----------- -------------------- (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 399 HIGHLAND AVENUE, SOMERVILLE, MASSACHUSETTS 02144 ---------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (617) 628-4000 -------------- NOT APPLICABLE ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - --------------------------------------------------------------------------- The following is a list of exhibits filed with this Current Report on Form 8-K. Exhibit No. Description ---------- ----------- 99.1 Press Release, dated October 25, 2002 ITEM 9. REGULATION FD DISCLOSURE - --------------------------------- On October 25, 2002, the Registrant announced its earnings for the quarter and six months ended September 30, 2002 and the final results in the election of directors at its 2002 Annual Meeting of Stockholders. For further information, reference is made to the Registrant's press release, dated October 25, 2002, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. 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, hereunto duly authorized. CENTRAL BANCORP, INC. Date: October 25, 2002 By:/s/ John D. Doherty -------------------------------------- John D. Doherty President EX-99.1 3 exfm8k102502-1508.txt EXHIBIT 99.1 TO FORM 8-K 10-25-02 [CENTRAL BANCORP LETTERHEAD] Contact: William P. Morrissey Senior Vice President For Release: Immediately (617) 628-4000 CENTRAL BANCORP REPORTS SECOND QUARTER EARNINGS AND FINAL ANNUAL MEETING ELECTION RESULTS SOMERVILLE, MASSACHUSETTS, October 25, 2002-- Central Bancorp, Inc. (NASDAQ: CEBK) today reported that its net income increased over 18% to $668,000, or $0.42 per diluted share, for the three months ended September 30, 2002, from $564,000, or $0.34 per diluted share, for the corresponding quarter in the prior fiscal year. Exclusive of the after-tax impact of gains and losses on the sales and write-downs of investment securities, core earnings increased 67% in the current fiscal quarter compared to the same quarter in the prior year. This significant improvement occurred despite additional costs incurred during the current quarter in connection with the contested election of directors at this year's annual meeting which, after taxes, reduced net income by approximately $190,000. The elimination of goodwill amortization in the current year, as required by a change in generally accepted accounting principles, contributed $72,000 to the improved quarterly results. The increase in net income in the second quarter, as compared to the same quarter in the prior year, occurred despite a decrease of $342,000, before taxes, in net gains and losses on sales and write-downs of investment securities. During the quarter ended September 30, 2002, the Company recognized write-downs of $220,000 in certain equity securities due to an impairment in value deemed to be other than temporary. For the six months ended September 30, 2002, net income increased 55% to $1,695,000, or $1.05 per diluted share, from $1,094,000, or $0.65 per diluted share in the year earlier period. Exclusive of the after-tax impact of gains and losses on the sales and write-downs of investment securities, core earnings doubled during the first six months of the current fiscal year compared to the same period in the prior year. (continued) Central Bancorp, Inc. Page 2 of 3 John D. Doherty, President & Chief Executive Officer, stated, "I am pleased that we were able to continue to improve significantly our core earnings in the second quarter as compared to last year. Core deposits increased at an annualized rate of over 15% during the current quarter and helped to partially offset the pressures on the net interest margin caused by the unprecedented level of mortgage loan prepayments and the related decrease in loan yields." The significant increase in core earnings in the quarter ended September 30, 2002, as compared to the same period in the prior year, primarily resulted from an increase of $756,000 in net interest and dividend income due to the Bank's lower cost of funds. The Company experienced a narrowing in its net interest margin to 3.56% in the most recently completed quarter from 3.76% in the first quarter of the current fiscal year. The narrowing of the Company's net interest margin is attributable to the decline in yield on interest-earning assets resulting from a record level of mortgage refinancings in the current low interest rate environment. Loan quality continued to be outstanding with only one loan having a balance of $599,000 delinquent in excess of 90 days at September 30, 2002. In addition, loan delinquencies continued to be minimal and the Company held no foreclosed assets at end of the current quarter. The Company also announced today that final results of the election of three directors at the 2002 Annual Meeting of stockholders confirmed that Paul E. Bulman, Garrett Goodbody and Richard Fates received a plurality of the votes cast. Central Bancorp, Inc., is the holding company for Central Bank, whose legal name is Central Co-operative Bank, a Massachusetts-chartered co-operative bank operating eight full-service banking offices in suburban Boston. (See accompanying tables.) - -------------------------------------------------------------------------------- This earnings report may contain certain forward-looking statements, which are based on management's current expectations regarding economic, legislative and regulatory issues that may impact the Company's earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, real estate values and competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory and technological factors affecting the Company's operations, pricing, products and services. - -------------------------------------------------------------------------------- Central Bancorp, Inc. Page 3 of 3 CENTRAL BANCORP, INC. CONSOLIDATED OPERATING DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
Quarter Ended Six Months Ended September 30, September 30, --------------- --------------- 2002 2001 2002 2001 --------------- --------------- (Unaudited) (Unaudited) Net interest and dividend income $4,116 $3,360 $8,396 $6,596 Net gain (loss) on sales and write-downs of investment securities (221) 121 (210) 324 Other non-interest income 279 216 491 422 Non-interest expenses 3,132 2,806 6,023 5,618 ------ ------ ------ ------ Income before taxes 1,042 891 2,654 1,724 Provision for income taxes 374 327 959 630 ------ ------ ------ ------ Net income $ 668 $ 564 $1,695 $1,094 ====== ====== ====== ====== Earnings per share: Basic $ 0.42 $ 0.34 $ 1.06 $ 0.66 ====== ====== ====== ====== Diluted $ 0.42 $ 0.34 $ 1.05 $ 0.65 ====== ====== ====== ====== Weighted average number of shares outstanding: Basic 1,585 1,666 1,592 1,664 ====== ====== ====== ====== Diluted 1,600 1,683 1,609 1,678 ====== ====== ====== ====== RECONCILIATION OF GAAP EARNINGS TO CORE EARNINGS: Net Income per GAAP $ 668 $ 564 $1,695 $1,094 Net (gain) loss on sales and write-downs of investment securities, net of taxes 146 (77) 139 (207) ====== ====== ====== ====== Core Earnings $ 814 $ 487 $1,834 $ 887 ====== ====== ====== ======
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS)
SEPTEMBER 30, March 31, 2002 2002 ---------------------------- (UNAUDITED) Total assets $470,543 $468,219 Total loans 369,843 371,707 Allowance for loan losses 3,294 3,292 Deposits 276,447 261,907 Borrowings 151,700 164,000 Stockholders' equity 39,419 38,954
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