-----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, KE6mZdGavOjaCFVR8Yuv7qYopzRw3cKgladGgvGZT7wuh11Iz1h0TmgRSpPA8uUk 3Vf6AeyQa7lR503A6NFCqg== 0000910647-05-000158.txt : 20050512 0000910647-05-000158.hdr.sgml : 20050512 20050512132701 ACCESSION NUMBER: 0000910647-05-000158 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050512 DATE AS OF CHANGE: 20050512 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-23904 FILM NUMBER: 05823502 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 10-K/A 1 sla-10ka.txt BODY OF 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 Commission file number 000-23904 --------- SLADE'S FERRY BANCORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-3061936 - ------------------------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 Slade's Ferry Avenue Somerset, Massachusetts 02726 - ------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 675-2121 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers persuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the voting stock of Slade's Ferry Bancorp, held by nonaffiliates of the registrant as of June 30, 2004 was approximately $63,100,223. On that date, there were 3,347,492 shares of Slade's Ferry Bancorp Common Stock, $.01 par value, outstanding. Explanatory Note This Amendment No. 1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004 that was originally filed with the Securities and Exchange Commission on March 29, 2005 (the "10-K") is being filed solely to correct certain typographical errors in (i) the "Selected Consolidated Financial Data" table contained in Item 6 of the 10-K and (ii) footnote 2 to the "Net Interest Income - Changes Due to Volume and Rate" table contained in Item 7 of the 10-K. ITEM 6 SELECTED CONSOLIDATED FINANCIAL DATA The following table sets forth selected financial data for the last five years from the consolidated financial statements of Slade's Ferry Bancorp. The following information is only a summary and should be read in conjunction with our consolidated financial statements and notes.
Year Ended December 31, - ------------------------------------------------------------------------------------------------------------- (Dollars in Thousands Except per Share Data) 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------- EARNINGS DATA Interest and Dividend Income $ 24,106 $ 20,617 $ 22,037 $ 27,324 $ 28,186 Interest Expense 7,946 6,073 7,928 12,327 12,699 Net Interest Income 16,160 14,544 14,109 14,997 15,487 Provision (Benefit) for Loan Losses 376 (602) (310) 750 1,200 Noninterest Income 2,505 2,214 2,533 1,769 1,857 Noninterest Expense 12,725 12,662 12,852 11,408 10,206 Income Before Income Taxes 5,564 4,698 4,100 4,608 5,938 Applicable Income Taxes 1,912 2,010 1,134 1,398 1,864 Net Income 3,652 2,688 2,966 3,210 4,074 PER SHARE DATA (1) Net Income-Basic $ 0.90 $ 0.68 $ 0.76 $ 0.84 $ 1.09 Net Income-Diluted $ 0.89 $ 0.67 $ 0.75 $ 0.84 $ 1.09 Cash Dividends $ 0.36 $ 0.36 $ 0.36 $ 0.44 $ 0.40 Book Value (at end of period) $ 11.56 $ 10.70 $ 10.45 $ 9.94 $ 9.41 Avg. Shs. Outstanding (Basic) 4,045,549 3,969,737 3,908,901 3,830,575 3,743,138 Shares Outstanding Year End 4,068,423 3,995,857 3,937,763 3,869,924 3,789,503 BALANCE SHEET DATA Assets $ 549,832 $ 439,449 $ 398,375 $ 394,761 $ 388,619 Loans 366,805 336,094 265,012 253,884 256,153 Unearned Income 439 443 342 382 519 Allowance for Loan Losses 4,101 4,154 4,854 5,484 4,776 Loans, Net 362,265 331,497 259,816 248,018 250,849 Goodwill 2,173 2,173 2,173 2,173 2,400 Investments 126,305 61,487 80,618 96,401 88,109 Deposits 399,905 333,145 335,633 337,043 337,001 Shareholders' Equity 47,034 42,742 41,167 38,466 35,674 FINANCIAL RATIOS Net Interest Margin(2) 3.43% 3.90% 3.89% 4.18% 4.58% Net Interest Spread (2) 3.07 3.47 3.31 3.34 3.75 Net Income as a Percentage of Average Assets 0.70 0.64 0.74 0.81 1.09 Average Equity 8.29 6.41 7.45 9.04 12.92 Dividend Payout Ratio 40.00% 53.22% 47.50% 52.63% 36.84% Average Equity to Average Assets 8.55 10.05 9.93 9.00 8.45 - -------------------- Earnings per share are computed based on the average number of shares of common stock outstanding during the year. On January 10, 2000, the Company declared a 5% stock dividend mailed to shareholders on February 9, 2000. Calculated on a fully taxable equivalent basis.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION NET INTEREST INCOME - CHANGES DUE TO VOLUME AND RATE(1)
2004 vs. 2003 2003 vs. 2002 Increase Increase (Decrease) (Decrease) - ---------------------------------------------------------------------------------------------- Total Due to Due to Total Due to Due to (Dollars in Thousands) Change(2) Volume Rate Change(2) Volume Rate - ---------------------------------------------------------------------------------------------- Commercial loans $ (22) $ (28) $ 6 $ (598) $ (453) $ (145) Commercial real estate 1,544 2,204 (660) 8 957 (949) Residential real estate 1,263 1,530 (267) 1,158 2,357 (1,199) Consumer loans (124) (105) (19) (242) (213) (29) Federal funds sold 122 123 (1) (200) (99) (101) Taxable debt securities 738 729 9 (1,493) (772) (721) Tax-exempt securities (336) (192) (144) 96 (88) 184 Marketable equity securities 16 19 (3) (14) (32) 18 FHLB stock 53 56 (3) 16 15 1 Other Investments 17 39 (22) 11 2 9 - ---------------------------------------------------------------------------------------------- Total Interest Income 3,271 4,375 (1,104) (1,258) 1,674 (2,932) - ---------------------------------------------------------------------------------------------- Savings accounts 533 156 377 (221) 39 (260) NOW accounts 92 (2) 94 (126) 4 (130) Money market accounts 262 216 46 211 76 135 Time deposits (410) 238 (648) (2,062) (516) (1,546) FHLB advances 1,026 1,647 (621) 343 618 (275) Subordinated debt 370 370 0 0 0 0 - ---------------------------------------------------------------------------------------------- Total Interest Expense (1,873) 2,625 (752) (1,855) 221 (2,076) - ---------------------------------------------------------------------------------------------- Net Interest Income $ 1,398 $1,750 $ (352) $ 597 $1,453 $ (856) ============================================================================================== - -------------------- Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated equally to changes due to volume and changes due to rate. (2) The change in interest income on investments and net interest income includes interest on a fully taxable equivalent basis based on a tax rate of 34.40% for 2004, 42.80% for 2003 and 27.70% for 2002.
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES (3) Exhibits: 31.1 Rule 13a-14(a)/15d-14(a) Certification of the CEO 31.2 Rule 13a-14(a)/15d-14(a) Certification of the CFO 32.1 Section 1350 Certification of the CEO 32.2 Section 1350 Certification of the CFO SIGNATURES - ---------- In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 11, 2005. Slade's Ferry Bancorp. By: /s/ Mary Lynn D. Lenz -------------------------------- Mary Lynn D. Lenz, President/ Chief Executive Officer and Director In accordance with the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Anthony F. Cordeiro 05/11/05 /s/ Peter G. Collias 05/11/05 - ---------------------------------------- Anthony F. Cordeiro Peter G. Collias Director Director /s/ Paul C. Downey 05/11/05 /s/ Melvyn A. Holland 05/11/05 - ---------------------------------------- Paul C. Downey Melvyn A. Holland Director Director /s/ Mary Lynn D. Lenz 05/11/05 /s/ Francis A. Macomber 05/11/05 - ---------------------------------------- ----------------------------------- Mary Lynn D. Lenz Francis A. Macomber President/CEO and Director Director /s/ Majed Mouded, MD 05/11/05 /s/ Shaun O'Hearn Sr. 05/11/05 - ---------------------------------------- ----------------------------------- Majed Mouded, MD Shaun O'Hearn Sr. Director Director /s/ Lawrence J. Oliveira, DDS 05/11/05 /s/ William J. Sullivan 05/11/05 - ---------------------------------------- ----------------------------------- Lawrence J. Oliveira, DDS William J. Sullivan Director Director /s/ Kenneth R. Rezendes 05/11/05 /s/ David F. Westgate 05/11/05 - ---------------------------------------- ----------------------------------- Kenneth R. Rezendes David F. Westgate Chairman of the Board and Director Director /s/ Deborah A. McLaughlin 05/11/05 - ---------------------------------------- Deborah A. McLaughlin Chief Financial Officer/Chief Operations Officer EX-31 2 sla-ka311.txt EXHIBIT 31.1 Exhibit 31.1 CERTIFICATIONS I, Mary Lynn D. Lenz, certify that: 1. I have reviewed this annual report on Form 10-K/A of Slade's Ferry Bancorp; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls and financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: May 12, 2005 /s/ Mary Lynn D. Lenz --------------------------------- President/Chief Executive Officer EX-31 3 sla-ka312.txt EXHIBIT 31.2 Exhibit 31.2 CERTIFICATIONS I, Deborah A. McLaughlin, certify that: 1. I have reviewed this annual report on Form 10-K/A of Slade's Ferry Bancorp; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal controls and financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: May 12, 2005 /s/ Deborah A. McLaughlin ------------------------- Chief Financial Officer/ Chief Operations Officer EX-32 4 sla-ka321.txt EXHIBIT 32.1 Exhibit 32.1 STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350 The undersigned, Mary Lynn D. Lenz, is the President and Chief Executive Officer of Slade's Ferry Bancorp. (the "Company"). This statement is being furnished in connection with the filing by the Company of the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 (the "Report"). By execution of this statement, I certify that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. March 12, 2005 /s/ Mary Lynn D. Lenz - ------------------- ----------------------------------------- (Date) (Signature) Mary Lynn D. Lenz President/Chief Executive Officer EX-32 5 sla-ka322.txt EXHIBIT 32.2 Exhibit 32.2 STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350 The undersigned, Deborah A. McLaughlin, is the Chief Financial Officer and Chief Operating Officer of Slade's Ferry Bancorp. (the "Company"). This statement is being furnished in connection with the filing by the Company of the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004 (the "Report"). By execution of this statement, I certify that: 1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report. This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. May 12, 2005 /s/ Deborah A. McLaughlin - ------------------- ----------------------------------------- (Date) (Signature) Deborah A. McLaughlin Chief Financial Officer/ Chief Operations Officer -----END PRIVACY-ENHANCED MESSAGE-----