-----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, JGuv0lY1d90sgP+Otebes0vGosaX6FQ/VGiWMsbqP7ahkIc0vyAlWTmQayOAFAhI 9psZ4TFlR/82cBZ2CViWow== 0000950135-04-003553.txt : 20040719 0000950135-04-003553.hdr.sgml : 20040719 20040719152044 ACCESSION NUMBER: 0000950135-04-003553 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040716 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LSB CORP CENTRAL INDEX KEY: 0001143848 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 043557612 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32955 FILM NUMBER: 04920020 BUSINESS ADDRESS: STREET 1: C/O LSB CORP. STREET 2: 30 MASSACHUSETTS AVE. CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9789757500 8-K 1 b51253lse8vk.txt LSB CORPORATION 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): July 16, 2004 LSB CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 000-32955 04-3557612 - ------------------------------- ---------------------- ----------------------- (State or other jurisdiction of Commission File Number I.R.S. Employer incorporation or organization) Identification No.) 30 Massachusetts Avenue, North Andover, MA 01845 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 725-7500 Not applicable (Former name or former address, if changed since last report) CURRENT REPORT ON FORM 8-K Item 1. Changes in Control of Registrant Not applicable. Item 2. Acquisition or Disposition of Assets Not applicable. Item 3. Bankruptcy or Receivership Not applicable. Item 4. Changes in Registrant's Certifying Accountant Not applicable. Item 5. Other Events Pursuant to regulation G, the LSB Corporation's press release dated July 16, 2004, reporting its actual earnings results for the second quarter ended June 30, 2004, is hereby attached as Exhibit 99.1 and incorporated by reference. Item 6. Resignations of Registrant's Directors Not applicable. Item 7. Financial Statements and Exhibits c. Exhibit 99.1 Press release dated July 16, 2004 reporting LSB Corporation's actual earnings results for the second quarter ended June 30, 2004. Item 8. Change in Fiscal Year Not applicable. Item 9. Regulation FD Disclosure Pursuant to regulation FD, the LSB Corporation's press release dated July 16, 2004 reporting its actual earnings results for the second quarter ended June 30, 2004 is hereby attached as Exhibit 99.1 and incorporated by reference. SIGNATURE 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. LSB CORPORATION /s/ PAUL A. MILLER ----------------------- July 16, 2004 Paul A. Miller President and Chief Executive Officer EXHIBIT INDEX 99.1 Press release announcing the Company's earnings for the quarter ended June 30, 2004. EX-99.1 2 b51253lsexv99w1.txt PRESS RELEASE DATED JULY 16, 2004 FOR IMMEDIATE RELEASE COMPANY CONTACT: Paul A. Miller (978) 725-7555 LSB CORPORATION SECOND QUARTER RESULTS 2004 NORTH ANDOVER, MA, -- (BUSINESS WIRE) - July 16, 2004 - LSB Corporation, (the "Corporation" or the "Company") (NASDAQ-LSBX), today announced results for the three and six months ended June 30, 2004. Press releases and SEC filings can be viewed on the internet at our website www.LawrenceSavings.com/press-main.asp or www.LawrenceSavings.com/stockholder-info.asp, respectively. The Corporation reported net income of $2,357,000 or $0.53 diluted earnings per share for the second quarter of 2004. This amount compares to net income of $635,000 or $0.15 diluted earnings per share for the same period of 2003. Net income for the six months ended June 30, 2004 totaled $3,143,000 or $0.71 diluted earnings per share compared to $1,185,000 or $0.27 diluted earnings per share for the six months ended June 30, 2003. Net income for the three months and six months ended June 30, 2004 increased $1,722,000 and $1,958,000, respectively due primarily to the receipt of $2,528,000 on a U.S. Bankruptcy Judge's Order on the Trustee's Motion for authorization to make an interim distribution in a case in which the Company's wholly owned subsidiary, Lawrence Savings Bank (the "Bank"), is a secured creditor. The Bank recognized $253,000 of the interim distribution as a recovery to the allowance for loan losses on amounts previously charged off and the remaining $2,275,000 as a lawsuit judgment collected in non-interest income. The amount of the interim distribution has not previously been recognized in the Company's Consolidated Financial Statements. The diluted earnings per share impact of the interim distribution is approximately $0.35 per share based on average dilutive shares outstanding at June 30, 2004. The Bank recorded a negative provision for loan losses of $300,000 for the quarter ended June 30, 2004. Net income for the three months ended June 30, 2004 increased, aside from the lawsuit judgment collected noted above, due to revenue increases of which net interest income increased by $368,000 and non-interest income increased by $122,000. This was offset by non-interest expenses increasing by $399,000. The increase of $944,000 in the provision for income taxes is primarily attributed to the lawsuit judgment recovery. Net income for the six months ended June 30, 2004 increased by $1,958,000 due mainly to the receipt of the $2,275,000 lawsuit judgment collected. Net interest income and non-interest income increased by $528,000 and $164,000, respectively. Partially offsetting these revenues was an increase in non-interest expenses of $215,000 and the provision for income taxes increased by $1,094,000 primarily attributable to the recovery mentioned above. Net interest income for the quarter ended June 30, 2004, increased by $368,000 or 12.3% to $3,366,000 compared to the same period in 2003. Net interest income for the six months ended June 30, 2004 increased by $528,000 or 8.4% to $6,789,000 from $6,261,000 in 2003. Interest expense was affected by lower interest rates on deposits and borrowed funds, combined with a shift in the mix of deposits and borrowed funds to lower interest rate products. The net interest margin for the first six months of 2004, compared to the first six months of 2003, decreased slightly to 2.94% from 3.00%. The increase in non-interest income of $122,000 for the second quarter of 2004 from $383,000 in the same quarter of 2003 was primarily due to loan fee income increasing to $123,000 in 2004 compared to loan fee loss of $50,000 in 2003. The increase in loan fees for the second quarter of 2004 can be attributed to an increase of $55,000 in prepayment penalties on commercial real estate loan payoffs and to an increase in fair value on mortgage servicing rights ("MSR") for which $52,000 was a decrease to the valuation allowance in 2004 compared to provision for losses in fair value of $72,000 in the second quarter of 2003. The reason for higher provisions for losses on MSR in 2003 is due to higher than normal prepayment speeds used in the fair value calculation of MSR experienced by the Company in 2003 compared to 2004. Deposit account fees increased in 2004 to $230,000 versus $180,000 in 2003 due to an increase in NOW account fees of $41,000 attributable to a new service the Company offered in 2004 not offered in 2003. Partially offsetting these increases was a decrease in gains on sales of mortgage loans declining to $58,000 from $165,000 in the second quarter of 2004 and 2003. Non-interest income increased to $827,000 from $663,000 in the first six month of 2004 and 2003, respectively, primarily attributable to increases in loan fee income to $143,000 from loan fee loss of $180,000 and deposit account fees increasing to $432,000 from $343,000 in the first six months of 2004 from 2003, respectively. Partially offsetting these increases was a decrease in gains on loan sales to $69,000 in 2004 from $314,000 in the first six months of 2003 due to a lower level of loan sales. Non-interest expenses were $2,771,000 in the second quarter of 2004 compared to $2,372,000 for the same quarter of 2003. The increase in the second quarter of 2004 is primarily due to salaries and employee benefits rising to $1,627,000 in 2004 from $1,420,000 in 2003 due to normal salary increases and the addition to headcount for the new Salem, New Hampshire branch. Professional fees increased to $216,000 from $162,000 in the second quarter of 2004 compared to 2003 primarily due to higher legal expenses associated with the lawsuit judgment collection and consulting expenses. Data processing increased to $232,000 from $179,000 in the second quarter of 2004 attributable to increased service bureau charges. Occupancy and equipment increased to $242,000 from $202,000 due to higher depreciation expense in the second quarter of 2004. Other expenses increased to $454,000 from $409,000 mainly due to an increase in marketing expenses relating to the new Salem, New Hampshire branch. Non-interest expenses totaled $5,259,000 for the first six months of 2004 compared to $5,044,000 in the first six months of 2003. This increase was mainly attributable to salaries and benefits increasing to $3,249,000 from $3,071,000 in the first six months of 2004 from 2003, respectively, also contributing to the increase was data processing expense of $72,000 in 2004 due to the increased service bureau charges. The Corporation continues to look for quality assets, seeks to maintain a low level of risk assets and seeks to grow the loan portfolio profitably. This is evident by the low level of delinquencies and non-performing loans as of June 30, 2004 and December 31, 2003. Non-performing loans totaled $106,000 and zero at June 30, 2004 and December 31, 2003, respectively. The Company booked a negative provision for loan losses in the amount of $300,000 in the second quarter of 2004 due to the $253,000 recovery to the allowance for loan loss and the continued low level of non-performing loans and made no provision for loan losses in 2003. The coverage of the allowance for loan losses to total loans has decreased slightly to 1.96% at June 30, 2004 from 2.00% at December 31, 2003. Total assets increased to $476,274,000 at June 30, 2004 up from $466,108,000 at December 31, 2003. The increase in asset size at June 30, 2004 from December 31, 2003 is mainly attributable to an increase of $6,558,000 in investment securities, $2,656,000 in Federal funds sold and $1,101,000 in Federal Home Loan Bank stock. The funding for these assets came from an increase in deposits of $17,184,000. Deposit growth was also used to paydown borrowed funds of $8,032,000 as they became due during 2004. Total deposits at June 30, 2004 were $289,724,000 up from $272,540,000 at December 31, 2003. The change from December 31, 2003 is due primarily to increases in certificates of deposit, money market investment, and NOW accounts. All other deposit categories experienced slight increases. The overall mix of deposits has changed from higher interest bearing deposits to lower interest bearing accounts during the second quarter of 2004. At June 30, 2004, the Company's stockholders' equity was $56,976,000 as compared to $55,002,000 at December 31, 2003. The increase during 2004 occurred due to net income of $3,143,000 and proceeds from the exercise of stock options of $361,000. Offsetting these increases were the declaration of cash dividends to shareholders of $1,112,000 and a decrease in the market values of securities available for sale (net of taxes) of $418,000 The Corporation's leverage ratio was 11.63% and 12.11% at June 30, 2004 and December 31, 2003, respectively. The Corporation exceeds all regulatory minimum capital ratio requirements as defined by the Federal Reserve Bank as of and for all periods presented. The Bank exceeds all regulatory minimum capital ratio requirements as defined by the FDIC as of and for all periods presented. Lawrence Savings Bank, the Company's wholly-owned subsidiary, is a Massachusetts chartered savings bank organized in 1868 and headquartered at 30 Massachusetts Avenue, North Andover, Massachusetts, approximately 25 miles north of downtown Boston. Lawrence Savings Bank operates 5 banking offices in Massachusetts in Andover, Lawrence, Methuen, and North Andover and 1 banking office in Salem, New Hampshire. Go to www.LawrenceSavings.com for all your Internet Banking needs. Please visit it today. This press release may contain certain statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are not historical facts and include expressions of management's expectations at a specific point in time regarding future relationships, structures, opportunities and market conditions. Such expectations may or may not be realized, depending on a number of variable factors, including but not limited to, changes in interest rates, disruptions in credit markets, changes in regional and local economic conditions, changes in the regulatory environment, and changes in the competitive environment in which the Company operates. As a result of such risks and uncertainties, the Company's actual results may differ materially from such forward-looking statements. The Company does not undertake, and specifically disclaims any obligation to publicly release revisions to any such forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statement. LSB CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET* (In thousands, except per share data)
June 30, 2004 December 31, 2003 ------------- ----------------- Loans $ 212,141 $ 211,503 Allowance for loan losses (4,168) (4,220) Investments held to maturity 183,749 184,286 Investments available for sale 55,687 48,592 Federal Home Loan Bank stock 7,694 6,593 Federal funds sold 3,545 889 Other assets 17,626 18,465 --------- --------- Total assets $ 476,274 $ 466,108 ========= ========= Deposits $ 289,724 $ 272,540 Borrowed funds 125,320 133,352 Other liabilities 4,254 5,214 Stockholders' equity 56,976 55,002 --------- --------- Total liabilities and stockholders' equity $ 476,274 $ 466,108 ========= ========= Book value per share $ 13.23 $ 12.99 --------- ---------
CONDENSED CONSOLIDATED INCOME STATEMENT* (In thousands, except share data)
Three months ended Six months ended ------------------------------- ------------------------------- June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 ------------- ------------- ------------- ------------- Interest income $ 5,461 $ 5,314 $ 10,903 $ 10,976 Interest expense 2,095 2,316 4,114 4,715 ----------- ----------- ----------- ----------- Net interest income 3,366 2,998 6,789 6,261 Provision (credit) for loan losses (300) -- (300) -- ----------- ----------- ----------- ----------- Net interest income after provision (credit) for loan losses 3,666 2,998 7,089 6,261 Non-interest income 505 383 827 663 Lawsuit judgment collected 2,275 -- 2,275 -- Non-interest expense 2,771 2,372 5,259 5,044 ----------- ----------- ----------- ----------- Net income before income taxes 3,675 1,009 4,932 1,880 Income tax expense 1,318 374 1,789 695 ----------- ----------- ----------- ----------- Net income $ 2,357 $ 635 $ 3,143 $ 1,185 =========== =========== =========== =========== Basic earnings per share $ 0.55 $ 0.15 $ 0.73 $ 0.28 Diluted earnings per share $ 0.53 $ 0.15 $ 0.71 $ 0.27 =========== =========== =========== =========== Average shares outstanding 4,303,588 4,204,362 4,283,613 4,209,335 Average diluted shares outstanding 4,443,898 4,364,480 4,437,404 4,361,182 =========== =========== =========== ===========
SELECT FINANCIAL INFORMATION*
Three months ended Six months ended --------------------------------- --------------------------------- June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 ------------- ------------- ------------- ------------- Select financial ratios: Return on average assets 1.95% 0.59% 1.32% 0.55% Return on average stockholders' equity 17.12% 4.80% 11.45% 4.49%
June 30, 2004 December 31, 2003 ------------- ----------------- Capital ratios: Stockholders' equity to total assets ratio 11.96% 11.80% Risk-based ratio Leverage ratio 11.63% 12.11% Total capital ratio 20.99% 20.50% Asset quality ratios: Allowance for loan losses to loans 1.96% 2.00% Risk assets to total assets 0.00% 0.00% Risk assets: Non-performing loans $ 106 $ -- Other real estate owned -- 2 ------- ------- Total risk assets $ 106 $ 2 ======= =======
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