-----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, GmhuVu3r4gA0hQa8dIuAJLmQ9Vx1xrkYGCLqr411jsBm3Gbc2dHLynmB1xpbKywc xbbFTSvGubQU7jCzie8luQ== 0000909654-04-002610.txt : 20041104 0000909654-04-002610.hdr.sgml : 20041104 20041104163330 ACCESSION NUMBER: 0000909654-04-002610 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 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: 041120013 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 central8k11-04.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 3, 2004 CENTRAL BANCORP, INC. --------------------- (Exact Name Of Registrant As Specified In Charter) MASSACHUSETTS 0-25251 04-3447594 - ------------------------------- ----------------- ------------- (State Or Other Jurisdiction (Commission (IRS 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION --------------------------------------------- On November 3, 2004, Central Bancorp, Inc. (the "Company") announced its unaudited financial results for its second fiscal quarter and for the six months ended September 30, 2004. For more information, reference is made to the Company's press release dated November 3, 2004, a copy of which is attached to this Report as Exhibit 99 and is furnished herewith. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Not applicable. (b) Not applicable. (c) The following exhibit is filed herewith: Exhibit 99 Press Release dated November 3, 2004 3 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: November 4, 2004 By: /s/ Paul S. Feeley ----------------------------------- Paul S. Feeley Senior Vice President, Treasurer & Chief Financial Officer EX-99 2 central8k11-04ex99.txt 1 Paul S. Feeley Immediately SENIOR VICE PRESIDENT, TREASURER & CHIEF FINANCIAL OFFICER (617) 628-4000 CENTRAL BANCORP REPORTS SECOND QUARTER EARNINGS SOMERVILLE, MASSACHUSETTS, November 3, 2004-- Central Bancorp, Inc. (NASDAQ: CEBK) today reported that its net income decreased to $506,000, or $0.33 per diluted share, for the three months ended September 30, 2004, from $830,000, or $0.53 per diluted share, for the corresponding quarter in the prior fiscal year. The current quarter's results included costs of $178,700, net of taxes, consisting primarily of legal and other professional fees incurred in connection with the previously announced buyback of 154,268 shares of Company stock from PL Capital LLC and affiliates by the Company and its ESOP Trust. During the quarter ended September 30, 2003, the Company recognized an insurance recovery of $214,000, net of related legal fees and taxes, attributable to shareholder litigation, which was settled in that quarter. Exclusive of the foregoing significant items, pro forma earnings increased to $685,000 for the second quarter of this year from $616,000 for the comparable period last year. Earnings during the quarter ended September 30, 2004 included an increase in net interest and dividend income. Although net interest margin declined from 3.39% in the second quarter of the last fiscal year to 3.20% during this quarter, this level is an improvement over the 3.10% net interest margin reported for the first quarter of this fiscal year. This improvement was primarily attributable to shifts in the Company's asset mix, with increases in commercial loans and investment securities and declines in low-yielding short term investments. For the six months ended September 30, 2004, net income decreased to $960,000, or $0.61 per diluted share, from $2,118,000, or $1.36 per diluted share, in the year earlier period. Exclusive of the after-tax impact of $374,000 resulting from the Company's June 2003 settlement of its REIT-related tax liability with the Massachusetts Department of Revenue and a net insurance recovery of $276,000 for the six-month fiscal 2003 period attributable to the aforementioned net insurance recovery, and the costs associated with the stock buyback noted above, net income declined $329,000 compared to the year earlier period. This reduction was largely the result of a $397,000 decrease in net interest income in the first half of the current year, as compared to the prior year period. 2 Central Bancorp, Inc. Page 2 of 3 John D. Doherty, Chairman, President & Chief Executive Officer, stated, "We are pleased to see an increase in net interest and dividend income for the quarter as compared to last year and especially as compared to the first quarter of this fiscal year. The last several years have been extremely challenging because of the interest rate environment. Although we have continued our balance sheet shift, which has included an increase in commercial real-estate lending, asset quality remains outstanding with no loans delinquent in excess of 90 days at September 30." 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 and one limited-service high school branch in suburban Boston. (SEE ACCOMPANYING TABLES.) - -------------------------------------------------------------------------------- THIS PRESS RELEASE CONTAINS FINANCIAL INFORMATION DETERMINED BY METHODS OTHER THAN IN ACCORDANCE WITH ACCOUNTING METHODS GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA ("GAAP"). THE COMPANY'S MANAGEMENT USES THESE NON-GAAP MEASURES IN ITS ANALYSIS OF THE COMPANY'S PERFORMANCE. THESE MEASURES TYPICALLY ADJUST GAAP PERFORMANCE MEASURES TO EXCLUDE THE EFFECTS OF SIGNIFICANT GAINS OR LOSSES THAT ARE UNUSUAL IN NATURE. BECAUSE THESE ITEMS AND THEIR IMPACT ON THE COMPANY'S PERFORMANCE ARE DIFFICULT TO PREDICT, MANAGEMENT BELIEVES THAT PRESENTATIONS OF FINANCIAL MEASURES EXCLUDING THE IMPACT OF THESE ITEMS PROVIDE USEFUL SUPPLEMENTAL INFORMATION THAT IS ESSENTIAL TO A PROPER UNDERSTANDING OF THE OPERATING RESULTS OF THE COMPANY'S BUSINESS. THESE DISCLOSURES SHOULD NOT BE VIEWED AS A SUBSTITUTE FOR OPERATING RESULTS DETERMINED IN ACCORDANCE WITH GAAP, NOR ARE THEY NECESSARILY COMPARABLE TO NON-GAAP PERFORMANCE WHICH MAY BE PRESENTED BY OTHER COMPANIES. THIS PRESS RELEASE 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. - -------------------------------------------------------------------------------- 3 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, ------------------------------------------------------ 2004 2003 2004 2003 ------------------------------------------------------ (Unaudited) (Unaudited) Net interest and dividend income $ 3,946 $ 3,941 $ 7,653 $ 8,050 Provision for loan losses -- 50 50 100 Net gain (loss) on sales of investment securities 214 (130) 348 (135) Gain on sale of loans 56 68 119 209 Other non-interest income 230 230 480 503 Non-interest expenses 3,612 2,761 7,005 5,759 ------- ------- ------- ------- Income before taxes 834 1,298 1,545 2,768 Provision for income taxes 328 468 585 650 ------- ------- ------- ------- Net income $ 506 $ 830 $ 960 $ 2,118 ======= ======= ======= ======= Earnings per share: Basic $ 0.33 $ 0.54 $ 0.62 $ 1.37 ======= ======= ======= ======= Diluted $ 0.33 $ 0.53 $ 0.61 $ 1.36 ======= ======= ======= ======= Weighted average number of shares outstanding: Basic 1,538 1,549 1,549 1,547 ======= ======= ======= ======= Diluted 1,550 1,563 1,562 1,561 ======= ======= ======= ======= Outstanding shares, end of period 1,589 1,663 1,589 1,663 ======= ======= ======= ======= RECONCILIATION OF GAAP EARNINGS TO PRO FORMA EARNINGS: Net income per GAAP $ 506 $ 830 $ 960 $ 2,118 Impact of REIT legislation, net of taxes -- -- -- (374) Impact of litigation and legal fees, net of insurance and taxes -- (214) -- (276) Costs associated with stock buyback, net of taxes 179 -- 179 -- ------- ------- ------- ------- Pro forma earnings $ 685 $ 616 $ 1,139 $ 1,468 ======= ======= ======= =======
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS, EXCEPT PER SHARE DATA) SEPTEMBER 30, March 31, 2004 2004 ------------------------------- (Unaudited) Total assets $504,999 $490,897 Investment securities available for sale 107,604 83,771 Total loans (1) 358,306 357,424 Allowance for loan losses 3,606 3,537 Deposits 316,310 295,920 Borrowings 147,125 145,256 Stockholders' equity 38,335 43,454 Book value per share $ 24.14 $ 26.10
------------------------------ (1) INCLUDES LOANS HELD FOR SALE OF $1,182 AND $799 AT SEPTEMBER 30, 2004 AND MARCH 31, 2004, RESPECTIVELY. -----END PRIVACY-ENHANCED MESSAGE-----