-----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, A4m0f/ywnFrwb+FpEwH/s9dwItG0dAUHSmnCbIvhEnWlINF8wTTC3zHRHjShGo2c dG5bBkjQQhX6qdDJbvIH9g== 0000910647-05-000280.txt : 20051019 0000910647-05-000280.hdr.sgml : 20051019 20051019151028 ACCESSION NUMBER: 0000910647-05-000280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051019 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051019 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: 051145035 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-8k13.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): October 19, 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 2.02 Results of Operations and Financial Condition Slade's Ferry Bancorp. issued a press release on October 19, 2005 disclosing certain information concerning its third quarter 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. and dated October 19, 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/Executive Vice President and Chief Financial Officer Date: October 19, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 19, 2005. EX-99 2 sla13-99.txt EXHIBIT 99.1 Exhibit 99.1 CONTACTS: Mary K. Talbot (401) 245-8819 SLADE'S FERRY BANCORP REPORTS EARNINGS SOMERSET, Mass. (October 19, 2005) -- Slade's Ferry Bancorp (the "Company"), (NASDAQ Small Cap: SFBC) parent company of Slade's Ferry Trust Company (the "Bank"), announced that its net income for the quarter ended September 30, 2005 was $900,000 or $0.22 per share (diluted), a decrease of 16.4% over net income for the quarter ended September 30, 2004, which totaled $1.08 million or $0.26 per share (diluted). For the nine months ended September 30, 2005, net income was $2.85 million or $0.69 per share (diluted), an increase of 24.5% over net income for the nine months ended September 30, 2004, which totaled $2.29 million or $0.56 per share (diluted). Net income was adversely affected by the recognition, in the third quarter of 2005, of settlement costs related to the Bank's defined benefit pension plan totaling $166,000. The effect, after income taxes, was to reduce net income for the three and nine months ended September 30, 2005 by $98,000 or $0.02 per share (diluted). "Our employees and board of directors have set and achieved some ambitious goals for this year. The progress we've made this year is a tribute to their efforts," said President and CEO Mary Lynn D. Lenz. Net interest and dividend income increased from $4.23 million for the three months ended September 30, 2004, to $4.48 million for the three months ended September 30, 2005, an increase of 6.1%. For the nine months ended September 30, 2005, net interest income was $13.36 million, compared to $11.72 million for the nine months ended September 30, 2004, an increase of 13.9%. For the three months ended September 30, 2005 the net interest margin was 3.28%, a decrease from 3.46% for the three months ended September 30, 2004. The decrease in the interest margin reflects the intense competition for deposits in the Bank's market area and the increases in deposit interest rates deemed necessary in order to remain competitive. The net interest margin increased from 3.36% for the nine months ended September 30, 2004 to 3.37% for the nine months ended September 30, 2005. The Company recorded a provision for loan losses totaling $44,000 for the three months ended September 30, 2005. There was no provision for loan losses recorded for the three months ended September 30, 2004. For the nine months ended September 30, 2005, the provision for loan losses totaled $109,000, compared to $376,000 for the nine months ended September 30, 2004. As a result of stronger underwriting guidelines and the sale in the third quarter of 2004, of loans previously deemed non-performing, the overall credit risk profile of the loan portfolio has improved, allowing a lesser provision for loan losses during 2005. Non-interest income decreased from $813,000 for the three months ended September 30, 2004 to $602,000 for the three months ended September 30, 2005. Non-interest income decreased from $1.98 million for the nine months ended September 30 2004, to $1.71 million for the nine months ended September 30, 2005. The decreases are predominately the result of decreased gains on sales of loans. These sales consisted entirely of sales of non-performing or charged-off loans, totaling $50,000 for the three and nine months ended September 30, 2005, as compared to $196,000 for the three and nine months ended September 30, 2004. Also contributing to the decrease in non interest income is shifting customer preferences toward "free" checking products and associated services reducing deposit service fees from fee-based products. Total operating expenses increased from $3.46 million for the three months ended September 30, 2004 to $3.68 million for the three months ended September 30, 2005, an increase of 6.4%. For the nine months ended September 30, 2005, operating expenses totaled $10.62 million, compared to $9.89 million for the nine months ended September 30, 2004, an increase of 7.3%. Other than the settlement costs mentioned above, which totaled $166,000, increases can be attributed to equipment expenses resulting from the implementation of retail banking platform automation software in the fourth quarter of 2004, and the increases in general price levels due to inflation. Total assets increased from $549.4 million at December 31, 2004 to $580.8 million at September 30, 2005, an increase of 5.7%. Total net loans increased from $362.3 million to $395.7 million, while total deposits increased from $399.9 million to $405.3 million during the same period. Total stockholders' equity at September 30, 2005 was $48.5 million versus $46.6 million at December 31, 2004, an increase of 4.0%. Both the Company and the Bank maintain capital levels sufficient to be considered "well- capitalized" under applicable regulatory capital guidelines and requirements. The Company declared a $0.09 dividend to common shareholders of record on September 23, 2005, which was paid on October 14, 2005. Slade's Ferry Bancorp was founded to serve community-banking needs with both personal and commercial products and services. With more than $580 million in assets and nine retail branches in Southeastern Massachusetts, Slade's Ferry is a trusted community partner. 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 seven Massachusetts communities - Assonet, Fairhaven, Fall River, New Bedford, Seekonk, Somerset and Swansea. # # # 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 of the forward-looking statements are made. SLADE'S FERRY BANCORP AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF
SEPTEMBER 30, DECEMBER 31, (Dollars in Thousands) 2005 2004 - ---------------------------------------------------------------------------------- ASSETS: Cash and deposits with other banks $ 21,147 $ 16,394 Federal Home Loan Bank overnight deposit - 5,000 Federal funds sold - 13,800 - -------------------------------------------------------------------------------- Cash and Cash Equivalents 21,147 35,194 Interest bearing time deposits with other banks 100 100 Securities held to maturity 33,436 37,773 Securities available for sale 98,003 83,882 Federal Home Loan Bank stock 6,304 4,650 Loans, net 395,673 362,265 Premises & equipment 6,072 5,527 Accrued interest receivable 2,276 1,969 Goodwill 2,173 2,173 Cash surrender value of life insurance 11,779 11,548 Other assets 3,856 4,317 - -------------------------------------------------------------------------------- TOTAL ASSETS $580,819 $549,398 ================================================================================ LIABILITIES & STOCKHOLDERS' EQUITY: Deposits $405,339 $399,905 Advances from Federal Home Loan Bank 113,774 90,286 Subordinated debentures 10,310 10,310 Other liabilities 2,926 2,296 - -------------------------------------------------------------------------------- Total Liabilities 532,349 502,797 Stockholders' equity: Common stock 41 41 Paid in capital 30,869 29,976 Retained earnings 18,197 16,459 Accum. other comprehensive (loss) income (637) 125 - -------------------------------------------------------------------------------- Total Stockholders' Equity 48,470 46,601 - -------------------------------------------------------------------------------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $580,819 $549,398 ================================================================================
SLADE'S FERRY BANCORP AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF INCOME NINE MONTHS ENDED SEPTEMBER 30,
(Dollars in Thousands, except per share data) 2005 2004 - --------------------------------------------------------------------- INTEREST AND DIVIDEND INCOME: Interest and fees on loans $16,937 $15,061 Interest and dividends on investments 4,075 2,206 Other interest 216 220 - --------------------------------------------------------------------- Total interest and dividend income 21,228 17,487 - --------------------------------------------------------------------- INTEREST EXPENSE: Interest on deposits 4,288 3,727 Interest on other borrowed funds 3,127 1,800 Interest on subordinated debentures 457 236 - --------------------------------------------------------------------- Total interest expense 7,872 5,763 - --------------------------------------------------------------------- Net interest and dividend income 13,356 11,724 Provision for loan losses 109 376 - --------------------------------------------------------------------- Net interest and dividend income after provision for loan losses 13,247 11,348 - --------------------------------------------------------------------- OTHER INCOME: Service charges on deposit accounts 272 404 Overdraft service charges 351 404 Gain of sale of assets 51 - Security gains, net 27 46 Gain on sale of loan 50 196 Other income 960 926 - --------------------------------------------------------------------- Total other income 1,711 1,976 - --------------------------------------------------------------------- OPERATING EXPENSE: Salaries and employee benefits 6,243 6,027 Occupancy expense 702 599 Equipment expense 551 418 Other expenses 3,123 2,850 - --------------------------------------------------------------------- Total other expense 10,619 9,894 - --------------------------------------------------------------------- Income before income taxes 4,339 3,430 Income taxes 1,491 1,143 - --------------------------------------------------------------------- Net income $ 2,848 $ 2,287 ===================================================================== Basic earnings per share $ 0.69 $ 0.57 ===================================================================== Diluted earnings per share $ 0.69 $ 0.56 =====================================================================
SLADE'S FERRY BANCORP AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED SEPTEMBER 30,
(Dollars in Thousands, except per share data) 2005 2004 - ------------------------------------------------------------------- INTEREST AND DIVIDEND INCOME: Interest and fees on loans $5,943 $5,194 Interest and dividends on investments 1,471 998 Other interest 48 58 - ------------------------------------------------------------------- Total interest and dividend income 7,462 6,250 - ------------------------------------------------------------------- INTEREST EXPENSE: Interest on deposits 1,672 1,280 Interest on other borrowed funds 1,142 627 Interest on subordinated debentures 166 118 - ------------------------------------------------------------------- Total interest expense 2,980 2,025 - ------------------------------------------------------------------- Net interest and dividend income 4,482 4,225 Provision for loan losses 44 - - ------------------------------------------------------------------- Net interest and dividend income after provision for loan losses 4,438 4,225 - ------------------------------------------------------------------- OTHER INCOME: Service charges on deposit accounts 81 132 Overdraft fees 122 149 Gain on sale of assets (1) - Security gains, net 10 7 Gain on sale of loan 50 196 Other income 340 329 - ------------------------------------------------------------------- Total other income 602 813 - ------------------------------------------------------------------- OPERATING EXPENSE: Salaries and employee benefits 2,148 1,945 Occupancy expense 251 179 Equipment expense 193 67 Other expenses 1,090 1,271 - ------------------------------------------------------------------- Total other expense 3,682 3,462 - ------------------------------------------------------------------- Income before income taxes 1,358 1,576 Income taxes 458 500 - ------------------------------------------------------------------- Net income $ 900 $1,076 =================================================================== Basic earnings per share $ 0.22 $ 0.27 =================================================================== Diluted earnings per share $ 0.22 $ 0.26 ===================================================================
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