-----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, K0E2pwQ6//IQbuvM69cBRs0lE2VlQtGs1a3oKo+dzRCAgGBL0ueNHd//jUvoL6lM MIxc8Ys33Az4bMsvcqXT6w== 0000909654-05-000369.txt : 20050210 0000909654-05-000369.hdr.sgml : 20050210 20050210113753 ACCESSION NUMBER: 0000909654-05-000369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 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: 05591402 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 central3rdqtr8kfeb10-05.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): February 9, 2005 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 February 9, 2005, Central Bancorp, Inc. (the "Company") announced its unaudited financial results for its third fiscal quarter and for the nine months ended December 31, 2004. For more information, reference is made to the Company's press release dated February 9, 2005, 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 February 9, 2005 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: February 9, 2005 By: /s/ Paul S. Feeley --------------------------------- Paul S. Feeley Senior Vice President, Treasurer & Chief Financial Officer EX-99 2 central3rdqrt8kfeb-05ex99.txt 1 Paul S. Feeley Immediately SENIOR VICE PRESIDENT, TREASURER & CHIEF FINANCIAL OFFICER (617) 628-4000 CENTRAL BANCORP REPORTS THIRD QUARTER EARNINGS SOMERVILLE, MASSACHUSETTS, February 9, 2005-- Central Bancorp, Inc. (NASDAQ: CEBK) today reported that its net income increased more than 19% to $686,000, or $0.48 per diluted share, for the three months ended December 31, 2004, from $575,000, or $0.37 per diluted share, for the corresponding quarter in the prior fiscal year. Net interest and dividend income, which increased $281,000 to $3,974,000 in 2004's quarter from the year earlier quarter, was a major contributor to the earnings improvement. The Company's net interest margin also rose, climbing to 3.22% for the December 31, 2004 quarter from 3.15% in the comparable 2003 quarter and 3.20% in the September 30, 2004 quarter. Earnings for the nine months ended December 31, 2004 were $1,646,000, or $1.09 per diluted share, compared to $2,693,000, or $1.72 per diluted share, for the same period last year. The 2004 nine-month results included costs of $178,700, net of taxes, consisting primarily of legal and other professional fees incurred in connection with the Company's and the ESOP trust's previously announced purchase of 154,268 shares of Company stock from PL Capital LLC and affiliates. During the nine months ended December 31, 2003, the Company recognized a favorable after-tax impact of $374,000 from the settlement of a REIT-related tax liability with the Massachusetts Department of Revenue, and an insurance recovery of $329,000, net of related legal fees and taxes, attributable to shareholder litigation. Excluding these unusual items, pro forma earnings were $1,825,000 for 2004, a decline of $165,000 vs. the same quarter last year. John D. Doherty, Chairman, President & Chief Executive Officer, noted, "The increases in net interest and dividend income and in net interest margin during the current quarter are encouraging developments for our Company, especially given the challenging economic and interest rate climate. We're pleased our assets and deposits were both at RECORD levels at December 31, 2004, reflecting in part higher commercial lending activity. Our asset quality has remained outstanding." (continued) 2 CENTRAL BANCORP, INC. PAGE 2 OF 3 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 Nine Months Ended December 31, December 31, ------------------------------------------------------------- 2004 2003 2004 2003 ------------------------------------------------------------- (Unaudited) (Unaudited) Net interest and dividend income $3,974 $3,693 $11,627 $11,743 Provision for loan losses -- 50 50 150 Net gain (loss) on sales and write-downs of investment securities 84 -- 432 (135) Gain on sale of loans 85 54 204 263 Other non-interest income 208 253 688 756 Non-interest expenses 3,249 3,017 10,254 8,776 ------ ------ ------- ------- Income before taxes 1,102 933 2,647 3,701 Provision for income taxes 416 358 1,001 1,008 ------ ------ ------- ------- Net income $ 686 $ 575 $ 1,646 $ 2,693 ====== ====== ======= ======= Earnings per share: Basic $ .49 $ .37 $ 1.10 $ 1.74 ====== ====== ======= ======= Diluted $ .48 $ .37 $ 1.09 $ 1.72 ====== ====== ======= ======= Weighted average number of shares outstanding: Basic 1,413 1,553 1,503 1,549 ====== ====== ======= ======= Diluted 1,424 1,567 1,515 1,563 ====== ====== ======= ======= RECONCILIATION OF GAAP EARNINGS TO PRO FORMA EARNINGS: Net income per GAAP $ 686 $ 575 $ 1,646 $ 2,693 Impact of REIT legislation, net of taxes -- -- -- (374) Impact of litigation and legal fees, net of insurance and taxes -- (53) -- (329) Costs associated with stock buyback, net of taxes -- -- 179 -- ------ ------ ------- ------- Pro forma earnings $ 686 $ 522 $ 1,825 $ 1,990 ====== ====== ======= =======
CONSOLIDATED BALANCE SHEET DATA (IN THOUSANDS, EXCEPT PER SHARE DATA) DECEMBER 31, March 31, 2004 2004 ---------------------------------- (UNAUDITED) Total assets $509,391 $490,897 Investment securities available for sale 113,356 83,771 Total loans (1) 374,559 357,424 Allowance for loan losses 3,621 3,537 Deposits 314,322 295,920 Borrowings 153,223 145,256 Stockholders' equity 38,748 43,454 Book value per share 24.39 26.10
(1) Includes loans held for sale of $2,277 and $799 at December 31, 2004 and March 31, 2004, respectively. -----END PRIVACY-ENHANCED MESSAGE-----