-----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, Fbo5l08+W3nZmFxGfIowLHUnYsr78nz/tnuq9yH+DNmnLXfCKWyb6UisDHTPcdcd a30wiZKCSjtD19yz4mY4jw== 0000910647-05-000021.txt : 20050125 0000910647-05-000021.hdr.sgml : 20050125 20050125123243 ACCESSION NUMBER: 0000910647-05-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLADES FERRY BANCORP CENTRAL INDEX KEY: 0000857499 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043061936 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23904 FILM NUMBER: 05546529 BUSINESS ADDRESS: STREET 1: 100 SLADES FERRY AVE STREET 2: PO BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 BUSINESS PHONE: 5086757894 MAIL ADDRESS: STREET 1: 100 SLADE FERRY AVE STREET 2: P O BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 FORMER COMPANY: FORMER CONFORMED NAME: WEETAMOE BANCORP DATE OF NAME CHANGE: 19940502 8-K 1 slad-8k3.txt BODY OF FORM 8-K UNITED STATES 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): January 25, 2005 SLADE'S FERRY BANCORP. (Exact name of registrant as specified in its charter) Massachusetts 000-23904 04-3061936 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 675-2121 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 (see General Instruction A.2. below): [ ] 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)) Item 2.01 Results of Operations and Financial Condition Slade's Ferry Bancorp. issued a press release on January 25, 2005 disclosing certain information concerning its fourth quarter and fiscal year 2004 results of operation and financial condition. A copy of that press release is attached as Exhibit 99.1 hereto Item 9.01 Financial Statements and Exhibits (c) The following exhibit is furnished with this Report: Exhibit No. Description ----------- ----------- 99.1 Press release issued by Slade's Ferry Bancorp. on January 25, 2005. 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. SLADES FERRY BANCORP. --------------------- (REGISTRANT) By: /s/ Deborah A. McLaughlin ---------------------------- Name: Deborah A. McLaughlin Title: Treasurer/Vice President and Chief Financial Officer Date: January 25, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated January 25, 2005 EX-99 2 sla3-99.txt EXHIBIT 99.1 Exhibit 99.1 CONTACTS: Mary K. Talbot (401) 245-8819 SLADE'S FERRY BANCORP REPORTS 36% INCREASE IN ANNUAL EARNINGS SOMERSET, Mass. (January 25, 2005) -- Slade's Ferry Bancorp, (NASDAQ small cap: SFBC) parent company of Slade's Ferry Trust Company (the "Bank"), announced that its net income for the year ended December 31, 2004 was $3.65 million, an increase of 35.9% over net income for the year ended December 31, 2003, which totaled $2.69 million. Basic earnings per share totaled $0.90 and $0.68 for the years ended December 31, 2004 and 2003 respectively. Diluted earnings per share totaled $0.89 and $0.67 for the years ended December 31, 2004 and 2003, respectively, representing an increase of 32.8%. Net income for the three months ended December 31, 2004 totaled $1.33 million, or $0.33 per share (basic), as compared to $1.07 million or $0.27 per share (basic), for the three months ended December 31, 2003, an increase of 24.5%. Earnings per share for the quarter ended December 31, 2004 totaled $0.32 on a diluted basis. The primary reason for the increase in earnings is the Company's growth during 2004, as total consolidated assets increased from $439.4 million at December 31, 2003 to $550.0 million at December 31, 2004, an increase of 25.2%. The Bank instituted programs to attract significant levels of deposits during the period of unprecedented low interest rates early in 2004. As a result, deposits increased from $333.1 million at December 31, 2003 to $400.0 million at December 31, 2004, an increase of 20.1%. During the same time period, net loans increased by $30.8 million, or 9.3%, to $362.3 million while investment securities increased by $64.8 million, or 51.3%, to $126.3 million. In addition, taking advantage of the low interest-rate environment, the Bank increased its level of Federal Home Loan Bank advances from $60.5 million in 2003 to $90.3 million during 2004. As a result of this growth, net interest and dividend income increased from $14.5 million for the year ended December 31, 2003, to $16.2 million for the year December 31, 2004, an increase of 11.1%. Net interest and dividend income increased from $3.8 million for the three months ended December 31, 2003, to $4.4 million for the three months ended December 31, 2004, an increase of 16.1%. "Our growth in 2004 is significant, thanks to the dedication of a fine group of professionals and a Board of Directors committed to both shareholders and community," said Slade's Ferry Bancorp CEO Mary Lynn Lenz. "Increasing earnings and a stronger, more diverse asset base allows Slade's Ferry to improve our levels of service to the communities we serve and create more value for our shareholders". Total stockholders' equity at December 31, 2004 was $47.0 million versus $42.7 million at December 31, 2003, an increase of approximately 10%. Book value per share was $11.56 at December 31, 2004 as compared to $10.70 at December 31, 2003. Both the Company and the Bank maintain capital levels sufficient to be considered "well-capitalized" under applicable regulatory capital guidelines and requirements. Slade's Ferry Bancorp was founded to serve community-banking needs with both personal and commercial products and services. With more than $549 million in assets and 10 retail branches in Southeastern Massachusetts, Slade's Ferry is a trusted community partner to both business and personal banking customers. Traded on the NASDAQ Small Cap Market as SFBC, Slade's Ferry Bancorp can also be found on the web at www.sladesferry.com and in six Massachusetts communities - Fairhaven, Fall River, New Bedford, Seekonk, Somerset and Swansea. A new branch, located in Assonet, MA will be opening in early 2005. # # # This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the strength of the company's capital and asset quality. Other such statements may be identified by words such as "believes," "will," "expects," "project," "may," "developments," "strategic," "launching," "opportunities," "anticipates," "estimates," "intends," "plans," "targets" and similar expressions. These statements are based upon the current beliefs and expectations of Slade's Ferry Bancorp's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectation expressed in our forward-looking statements: (1) enactment of adverse government regulations (2) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (3) the strength of the United States economy in general and specifically the strength of the New England economics may be different than expected, resulting in, among other things, a deterioration in overall credit quality and borrowers' ability to service and repay loans, or a reduced demand for credit, including the resultant effect on the Bank's loan portfolio, levels of charge-offs and non-performing loans and allowance for loan losses; (4) changes in the interest rate environment may reduce interest margins and adversely impact net interest income and (5) changes in assumptions used in making such forward-looking statements. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Slade's Ferry Bancorp's actual results could differ materially from those discussed. All subsequent written and oral forward-looking statements attributable to Slade's Ferry Bancorp or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth above. Slade's Ferry Bancorp does not intend or undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statements are made. SLADE'S FERRY BANCORP AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF
DECEMBER 31, DECEMBER 31, ASSETS: 2004 2003 - ------------------------------------------------------------------------------- Cash and deposits with other banks $ 16,394,024 $ 18,642,370 Money market mutual funds - 63,539 Federal funds sold 13,800,000 4,000,000 Federal Home Loan Bank overnight deposit 5,000,000 - - ------------------------------------------------------------------------------- Cash and Cash Equivalents 35,194,024 22,705,909 Interest bearing time deposits with other banks 100,000 200,000 Securities held to maturity 37,773,227 11,300,402 Securities available for sale 83,882,431 47,162,852 Federal Home Loan Bank stock 4,649,700 3,023,800 Loans (net) - Note A 362,264,873 331,496,525 Premises & equipment 5,527,362 5,894,736 Accrued interest receivable 1,969,151 1,497,104 Goodwill 2,173,368 2,173,368 Cash surrender value of life insurance 11,548,320 10,980,879 Other assets 4,811,867 3,012,966 - ------------------------------------------------------------------------------- TOTAL ASSETS $549,894,323 $439,448,541 =============================================================================== LIABILITIES & STOCKHOLDERS' EQUITY: Deposits $399,904,731 $333,144,817 Advances from Federal Home Loan Bank 90,286,416 60,474,864 Subordinated debentures 10,310,000 - Other liabilities 2,358,783 3,086,719 - ------------------------------------------------------------------------------- Total Liabilities 502,859,930 396,706,400 Stockholders' equity: Common stock 40,685 39,959 Paid in capital 29,976,061 28,609,206 Retained earnings 16,892,659 14,698,595 Accum. other comprehensive gain (loss) 124,988 (605,619) - ------------------------------------------------------------------------------- Total Stockholders' Equity 47,034,393 42,742,141 - ------------------------------------------------------------------------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $549,894,323 $439,448,541 =============================================================================== Note: A-Loans is net of: Reserve for Loan Losses $ 4,101,026 $ 4,154,394 Unearned Income $ 439,447 $ 443,393
SLADE'S FERRY BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE (UNAUDITED) 3 MONTHS ENDING DECEMBER 31,
2004 2003 ------------------------- INTEREST AND DIVIDEND INCOME: Interest and fees on loans $5,202,532 $4,673,997 Interest and dividends on investments 1,362,847 602,784 Other interest 53,635 17,671 ------------------------- Total interest and dividend income 6,619,014 5,294,452 ------------------------- INTEREST EXPENSE: Interest on deposits 1,255,340 966,363 Interest on other borrowed funds 794,136 507,975 Interest on subordinated debentures 133,727 - ------------------------- Total interest expense 2,183,203 1,474,338 ------------------------- Net interest and dividend income 4,435,811 3,820,114 Provision (benefit) for loan losses - (62,969) ------------------------- Net interest and dividend income after provision (benefit) for loan losses 4,435,811 3,883,083 ------------------------- OTHER INCOME: Service charges on deposit accounts 115,621 139,923 Overdraft service charges 114,645 139,135 Loss on sale of mortgages - 115,792 Security losses, net (51,887) - Other income 350,554 343,268 ------------------------- Total other income 528,933 738,118 ------------------------- OTHER EXPENSE: Salaries and employee benefits 1,607,646 2,035,076 Occupancy expense 181,460 175,707 Equipment expense 146,254 142,989 Other expenses 950,029 808,432 ------------------------- Total other expense 2,885,389 3,162,204 ------------------------- Income before income taxes 2,079,355 1,458,997 Income taxes 746,018 387,972 ------------------------- Net income $1,333,337 $1,071,025 ========================= Basic earnings per share $ 0.33 $ 0.27 ========================= Diluted earnings per share $ 0.32 $ 0.26 =========================
SLADE'S FERRY BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE (UNAUDITED) 12 MONTHS ENDING DECEMBER 31,
2004 2003 --------------------------- INTEREST AND DIVIDEND INCOME: Interest and fees on loans $20,263,566 $17,602,784 Interest and dividends on investments 3,568,868 2,860,922 Federal fund sold and other interest 273,679 152,924 --------------------------- Total interest and dividend income 24,106,113 20,616,630 --------------------------- INTEREST EXPENSE: Interest on deposits 4,981,673 4,505,217 Interest on Federal Home Loan Bank advances 2,594,356 1,567,953 Interest on subordinated debentures 369,853 0 --------------------------- Total interest expense 7,945,882 6,073,170 --------------------------- Net interest and dividend income 16,160,231 14,543,460 Provision (benefit) for loan losses 376,215 (602,326) --------------------------- Net interest and dividend income after provision (benefit) for loan losses 15,784,016 15,145,786 --------------------------- OTHER INCOME: Service charges on deposit accounts 519,750 569,189 Overdraft service charges 518,247 549,923 Gain on sale of mortgages 195,817 - Security gains (losses), net (5,589) 1,944 Other income 1,276,855 1,092,489 --------------------------- Total other income 2,505,080 2,213,545 --------------------------- OTHER EXPENSE: Salaries and employee benefits 7,580,363 7,778,787 Occupancy expense 780,978 886,287 Equipment expense 564,141 541,960 Other expenses (1) 3,799,839 3,454,695 --------------------------- Total other expense 12,725,321 12,661,729 --------------------------- Income before income taxes 5,563,775 4,697,602 Income taxes (1) 1,911,508 2,009,716 --------------------------- Net income $ 3,652,267 $ 2,687,886 =========================== Basic earnings per share $ 0.90 $ 0.68 =========================== Diluted earnings per share $ 0.89 $ 0.67 =========================== The year to date results of operation for the period ended December 31, 2003 have been revised from that previously reported to remove the extraordinary item. The extraordinary item treatment previously presented was revised, and its individual components were presented as part of income tax expense, in the amount of $529,191 and included in other expense is interest of $128,977. See Footnote 20 to the Company's audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2003 filed with the U.S. Securities and Exchange Commission.
-----END PRIVACY-ENHANCED MESSAGE-----