-----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, ETGrHb/nA5KtLG7uiNnvqAalBaNhmyDWISYTprgEFbfIUZlPNyr101Es2k/9uogU Ekklva6kuT5015LVwgUw0g== 0000882377-98-000264.txt : 19980504 0000882377-98-000264.hdr.sgml : 19980504 ACCESSION NUMBER: 0000882377-98-000264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980430 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980501 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSB BANCORP INC /DE CENTRAL INDEX KEY: 0000887202 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061341670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12177 FILM NUMBER: 98608196 BUSINESS ADDRESS: STREET 1: 35 MATTHEWS ST CITY: GOSHEN STATE: NY ZIP: 10924 BUSINESS PHONE: 9142948100 MAIL ADDRESS: STREET 1: 35 MATTHEWS ST CITY: GOSHEN STATE: NY ZIP: 10924 8-K 1 MSB BANCORP, INC. ================================================================================ 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): April 30, 1998 MSB BANCORP, INC. (Exact name of registrant as specified in charter) DELAWARE 0-20187 06-1341670 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 35 MATTHEWS STREET, GOSHEN, NEW YORK 10924 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (914) 294-8100 NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ ITEMS 1-4. NOT APPLICABLE. ITEM 5. OTHER EVENTS. On April 30, 1998, MSB announced in a press release its results for the first quarter of 1998. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 6. NOT APPLICABLE. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a. Financial Statements of Businesses Acquired. Not Applicable b. Pro forma Financial Information. Not Applicable c. Exhibits: The following Exhibits are filed as part of this report: EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release issued April 30, 1998. ITEM 8. NOT APPLICABLE. ITEM 9. NOT APPLICABLE. 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. MSB BANCORP, INC. By: /s/ Anthony J. Fabiano -------------------------------- Anthony J. Fabiano Senior Vice President and Chief Financial Officer Date: May 1, 1998 -3- EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- 99.1 Press Release issued April 30, 1998. EX-99.1 2 PRESS RELEASE [MSB BANCORP INC. LOGO] 35 Matthews Street, Goshen, New York 10924 (914) 294-8100 FOR IMMEDIATE RELEASE Thursday, April 30, 1998 For further information contact: Anthony J. Fabiano Senior Vice President and Chief Financial Officer (914) 294-8100, Ext. 1404 FIRST QUARTER RESULTS ANNOUNCED ------------------------------- Goshen, New York, Thursday, April 30, 1998--MSB Bancorp, Inc. (American Stock Exchange: MBB) (the "Company"), the holding company for MSB Bank ("MSB" or the "Bank"), announced net income of $670,000 or $ 0.13 per common share (diluted) for the first quarter of 1998, as compared to net income of $957,000 or $0.24 per common share (diluted) for the first quarter of 1997. The results for the first quarter of 1998 included expenses of $128,000 related to the previously announced merger of the Company with and into HUBCO, Inc. ("HUBCO") (the "Merger"). In connection with the Merger, MSB Bank (the "Bank") will be merged with and into HUBCO's New York subsidiary bank, Bank of the Hudson. HUBCO is a $3 billion bank holding company which currently owns commercial banks in New Jersey and Connecticut. HUBCO also acquired Poughkeepsie Financial Corp. ("PFC") in New York in April 1998 and is in the process of acquiring several other financial institutions in New Jersey and Connecticut. The acquisition of the Company is expected to close in the second quarter of 1998. During the first quarter of 1998, net interest income amounted to $6.0 million as compared to $6.1 million for the same quarter in 1997. The provision for loan losses increased $1.0 million to $1.3 million in the first quarter of 1998 as compared to $300,000 for the first quarter of 1997. Non-interest income increased $326,000 or 34.1% to $1.3 million for those same periods, and non-interest expense decreased $306,000 or 5.9 % to $4.9 million. William C. Myers, Chairman and Chief Executive Officer commented, "MSB continues to work hard at improving our financial results. Fee income has increased 27.7% and operating expenses are down 5.9%. We look forward with great anticipation to our Merger with HUBCO and the synergies that the Merger will create. I look forward to seeing our stockholders at the May 12, 1998 Special Meeting of Stockholders, at which we will be voting on the Merger." The Company's earnings by principal items of income and expense are as follows: INTEREST INCOME was $12.2 million for the first quarter of 1998 as compared to $13.5 million for the same period in 1997. This decrease was due primarily to a decrease of $57.0 million in average interest earnings assets to $688.4 million for the first quarter of 1998 as compared to $745.4 million for the first quarter of 1997. In addition, the yield earned on interest earning assets decreased 15 basis points to 7.21% for those same periods. The decrease in the balance of average interest-earning assets was due primarily to a decrease of $67.2 million in the average balances of deposits for the first quarter of 1998 as compared to the same period in 1997. The decrease in the average balance of deposits is due to Management's strategy to reduce the interest rate paid on certain time deposits, many of which were earning a premium rate. The decrease in the yields earned was a result of the temporary investment of the proceeds from securities sales into Federal funds, which earn a lower rate than the securities which were sold. The securities were sold to provide liquidity for loan demand. For the first quarter of 1998, the average balance of mortgage loans increased $46.2 million to $364.3 million as compared to the first quarter of 1997. INTEREST EXPENSE was $6.2 million for the first quarter of 1998 as compared to $7.4 million for the same quarter in 1997. This decrease is primarily due to a decrease of $67.2 million in the average balance of interest-bearing liabilities to $615.7 million for the first quarter of 1998, as compared to the same period in 1997 and a 31 basis point decrease in the average cost of interest bearing liabilities to 4.10%. NET INTEREST INCOME amounted to $6.0 million for the first quarter of 1998 as compared to $6.1 million for the first quarter of 1997. The Company's interest rate spread was 3.11% and 2.94% for the first quarters of 1998 and 1997, respectively. The Company's net interest margin was 3.55% and 3.31%, respectively, for those same periods. THE PROVISION FOR LOAN LOSSES totaled $1.3 million for the first quarter of 1998 as compared to $300,000 for the same period in 1997. The increase in the provision for loan losses is due primarily to the non-performance of loans with one commercial customer. Loans outstanding to this customer and its affiliates totaled $2.3 million at March 31, 1998. The increase in the loan loss provision is also due to an increase in charge-offs to $672,000 as compared to $212,000 for the first quarter of 1997. Non-performing loans (loans that are 90 days or more past due) amounted to $4.2 million or 1.04% of total loans at March 31, 1998 as compared to $3.5 million or 0.89% of total loans at December 31, 1997 and $4.0 million or 1.16% of total loans at March 31, 1997. The increase in non-performing loans is due to the commercial customer discussed above. Excluding non-performing loans to this customer, non-performing loans totaled $2.3 million or 0.57% of total loans. The allowance for loan losses totaled $3.5 million, $2.8 million and $2.1 million at those same respective dates. NON-INTEREST INCOME amounted to $1.3 million and $957,000 for the first quarters of 1998 and 1997, respectively. This increase is due to a $248,000 or 27.7% increase in service fees and an $85,000 increase in net realized gains on securities and mortgage loan sales, offset by a $7,000 decrease in other non-interest income. The increase in service fees is due primarily to a $100,000 increase in service fees earned by MSB Investment Group ("MSBIG") and changes in MSB's fee structure on deposit products and services. The changes to MSB's fee structure were made during the third quarter of 1997 as part of a previously announced reengineering plan. MSBIG is a NASD member broker-dealer that provides investment advisory, brokerage and insurance services. NON-INTEREST EXPENSE amounted to $4.9 million for the first quarter of 1998 as compared to $5.2 million for the first quarter of 1997. Salaries and employee benefits decreased $213,000 during the first quarter of 1998 to $1.9 million as compared to the same quarter in 1997. Occupancy and equipment decreased $47,000 to $771,000 for those same periods. Other non-interest expenses decreased $33,000 during the first quarter of 1998 to $1.2 million as compared to the same period in 1997 and included $128,000 of Merger related expenses. The Company's total assets were $753.7 million at March 31, 1998, as compared to $765.4 million at December 31, 1997. This decrease is due primarily to the decrease in deposits. For those same dates, deposits decreased $12.4 million to $661.0 million at March 31, 1998. Securities and mortgage-backed securities available for sale decreased $49.3 million to $230.5 million at March 31, 1998, as compared to $279.8 million at December 31, 1997. Loans, net increased $5.1 million to $396.5 million at March 31, 1998, as compared to $391.4 million at December 31, 1997. Goodwill decreased $923,000 to $28.3 million at March 31, 1998, as compared to $29.2 million at December 31, 1997. Real estate owned decreased $222,000 to $2.2 million at March 31, 1998 as compared to $2.4 million at December 31, 1997. Total stockholders' equity decreased $461,000 to $74.3 million at March 31, 1998, as compared to $74.8 million at December 31, 1997. This decrease is due primarily to a $417,000 increase in the net unrealized loss on securities available for sale. The Bank's Tier 1 leverage capital ratio was 6.3% at March 31, 1998. MSB is a federally-chartered stock savings bank offering traditional financial services and products through its sixteen branches in the Mid-Hudson Valley area. Copies of the Company's Form 10-K and Form 10-Q's are available from Karen DeLuca, Corporate Secretary, MSB Bancorp, Inc., 35 Matthews Street, Goshen, New York 10924. Consolidated balance sheets, statements of income and quarterly financial highlights are attached.
MSB BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands except shares and per share amounts) MARCH 31, DECEMBER 31, 1998 1997 ---- ---- ASSETS Cash and due from banks.......................................... $ 14,549 $ 16,834 Federal funds sold............................................... 56,655 21,065 Securities available for sale.................................... 132,581 54,082 Mortgage-backed securities available for sale.................... 97,909 225,680 Loans, net....................................................... 396,532 391,429 Premises and equipment, net...................................... 13,772 14,062 Accrued interest receivable...................................... 4,234 5,049 Real estate owned................................................ 2,221 2,443 Goodwill......................................................... 28,250 29,173 Other assets..................................................... 6,964 5,550 ----------- ----------- Total assets............................................... $ 753,667 $ 765,367 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits...................................................... 661,046 673,432 Mortgagors' escrow deposits................................... 1,975 2,247 Accrued expenses and other liabilities........................ 16,149 14,730 ESOP obligations.............................................. 182 182 ------------ ------------ Total liabilities............................................. 679,352 690,591 ------------ ------------ Stockholders' Equity Preferred stock ($.01 par value; 1,000,000 shares authorized; 600,000 shares issued at March 31, 1998 and December 31, 1997)....................................................... 6 6 Common stock ($.01 par value; 5,000,000 shares authorized; 3,045,000 shares issued at March 31, 1998 and December 31, 1997)..................... 30 30 Additional paid-in capital.................................... 48,069 48,069 Retained earnings............................................. 31,414 31,458 Treasury stock, at cost (200,847 shares at March 31, 1998 and December 31, 1997....................................... (3,941) (3,941) Unallocated ESOP stock........................................ (182) (182) Unallocated BRP stock......................................... (42) (42) Accumulated other comprehensive income: Net unrealized loss on securities available for sale........ (1,039) (622) ----------- ------------ Total stockholders' equity.............................. 74,315 74,776 ------------ ------------- Total liabilities and stockholders' equity.............. $ 753,667 $ 765,367 ============ =============
MSB BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (In thousands except shares and per share amounts) FOR THE QUARTER ENDED MARCH 31, 1998 1997 ---- ---- INTEREST INCOME Mortgage loans............................................................ $ 7,335 $ 6,506 Other loans............................................................... 733 563 Mortgage-backed securities................................................ 1,889 5,269 Securities................................................................ 1,185 838 Federal funds sold........................................................ 1,096 350 ------------- ------------- Total interest income............................................... 12,238 13,526 INTEREST EXPENSE Interest on deposits...................................................... 6,210 7,437 Interest on borrowings.................................................... 6 9 ------------- ------------- Total interest expense.............................................. 6,216 7,446 ------------- ------------- NET INTEREST INCOME......................................................... 6,022 6,080 Provision for loan losses................................................. 1,324 300 ------------- ------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,698 5,780 NON-INTEREST INCOME Service fees.............................................................. 1,143 895 Net realized gains (losses) on securities................................. 63 15 Realized gains on mortgage loans held for sale........................................................... 69 32 Other non-interest income................................................. 8 15 ------------- ------------- 1,283 957 NON-INTEREST EXPENSE Salaries and employee benefits............................................ 1,927 2,140 Occupancy and equipment................................................... 771 818 Federal deposit insurance premiums........................................ 68 82 Goodwill amortization..................................................... 922 921 Other non-interest expense................................................ 1,184 1,217 ------------- ------------- 4,872 5,178 ------------- ------------- Income before income taxes................................................ 1,109 1,559 Income tax expense........................................................ 439 602 ------------- ------------- Net income................................................................ $ 670 $ 957 ============ ============ Basic earnings per share ................................................. $ 0.14 $ 0.24 =========== ============ Diluted earnings per share................................................ $ 0.13 $ 0.24 =========== ============
MSB BANCORP, INC. AND SUBSIDIARIES QUARTERLY FINANCIAL HIGHLIGHTS (UNAUDITED) (dollars in thousands, except share data) AT OR FOR THE QUARTER ENDED --------------------------------------------------------------------------------------------- MARCH 31, 1998 DECEMBER 31, 1997 SEPTEMBER 30, 1997 JUNE 30, 1997 MARCH 31, 1997 --------------------------------------------------------------------------------------------- Net interest income................... $ 6,022 $ 6,065 $ 6,111 $ 6,228 $ 6,080 Provision for loan losses............. 1,324 715 275 275 300 Non-interest income: Service fees.......................... 1,143 1,199 1,180 1,004 895 Other non-interest income............. 140 214 105 79 62 ------------ ------------ ------------ ----------- ----------- Total non-interest income.............. 1,283 1,413 1,285 1,083 957 Non-interest expense: Salaries and employee benefits........ 1,927 1,924 2,104 2,251 2,140 Occupancy and equipment............... 771 781 817 772 818 Goodwill amortization................. 922 911 909 918 921 Other non-interest expense............ 1,124 1,629 1,251 1,279 1,299 Non-recurring expenses................ 128 3,130 -- -- -- ------------ ------------ ------------ ----------- ----------- Total non-interest expense........... 4,872 8,375 5,081 5,220 5,178 ------------ ------------ ------------ ----------- ----------- Income (loss) before taxes............ 1,109 (1,612) 2,040 1,816 1,559 Income tax expense (benefit).......... 439 (621) 810 731 602 ------------ ----------- ------------ ----------- ----------- Net income (loss)..................... $ 670 $ (991) $ 1,230 $ 1,085 $ 957 =========== =========== ============ =========== =========== Total assets.......................... $ 753,667 $ 765,367 $ 773,991 $ 813,902 $ 810,679 Loans, net............................ 396,532 391,429 372,282 355,683 343,076 Mortgage-backed securities............ 97,909 225,680 254,601 294,179 301,031 Securities available for sale......... 132,581 54,082 58,315 54,547 53,511 Deposits.............................. 661,046 673,432 684,018 720,741 729,546 Stockholders' equity.................. 74,315 74,776 76,137 72,601 68,400 - ------------------------------------------------------------------------------------------------------------------------------------ Performance Ratios: Return on average assets (1).......... 0.36% NM 0.62% 0.54% 0.48% Return on average equity (1).......... 3.56% NM 6.42% 6.09% 5.43% Stockholders' equity to total assets.. 9.86% 9.77% 9.84% 8.92% 8.44% Average interest rate spread.......... 3.11% 3.02% 2.95% 2.96% 2.94% Net interest margin................... 3.55% 3.45% 3.36% 3.34% 3.31% Efficiency Ratio (3).................. 53.3% 59.6% 57.2% 57.7% 58.9% Dividend payout ratio................. 115.4% NM 45.5% 53.6% 65.2% Total tangible book value per share at end of period (2)............... $ 13.68 $ 13.42 $ 13.72 $ 13.29 $ 12.78 Diluted earnings per share............ $ 0.13 $ (0.45) $ 0.33 $ 0.28 $ 0.24 - ------------------------------------------------------------------------------------------------------------------------------------ Bank Regulatory Capital Ratios: Tier 1 leverage capital............... 6.3% 6.2% 6.2% 5.8% 5.6% - ------------------------------------------------------------------------------------------------------------------------------------ Asset Quality Data: Total non-performing loans............ $ 4,153 $ 3,488 $ 3,167 $ 3,471 $ 3,994 Total non-performing assets........... $ 6,374 $ 5,931 $ 5,415 $ 5,181 $ 5,050 - ------------------------------------------------------------------------------------------------------------------------------------
(1) Ratios are annualized. (2) Excludes available for sale market value adjustments. (3) Excludes non-recurring expenses, goodwill amortization and SAIF assessment. NM - Not Meaningful -----END PRIVACY-ENHANCED MESSAGE-----