UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-26681
-------
PULASKI BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Small Business issuer as specified in its charter)
FEDERALLY-CHARTERED 22-3652847
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
130 Mountain Avenue, Springfield, New Jersey 07081
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 973-564-9000
------------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
As of May 2, 2000, 1,959,545 common shares, $.01 par value, were
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
INDEX
Page
Number
------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
March 31, 2000 and December 31, 1999 (Unaudited) 1
Consolidated Statements of Income for the Three Months
Ended March 31, 2000 and 1999 (Unaudited) 2
Consolidated Statements of Comprehensive Income for the
Three Months Ended March 31, 2000 and 1999 3
(Unaudited)
Consolidated Statements of Cash Flows for the Three
Months Ended Mach 31, 2000 and 1999 (Unaudited) 4 - 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 7 - 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12 - 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
<TABLE>
<CAPTION>
PULASKI BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
March 31, December 31,
Assets 2000 1999
- ------ ------------- -------------
<S> <C> <C>
Cash and amounts due from depository institutions $ 3,515,660 $ 3,966,072
Interest-bearing deposits 2,728,649 454,547
Federal funds sold 1,600,000 2,350,000
------------- -------------
Total cash and cash equivalents 7,844,309 6,770,619
Term deposits 197,000 197,000
Trading account securities 949,000 2,790,500
Securities available for sale 5,994,640 5,906,451
Investment securities held to maturity 6,947,170 6,947,017
Mortgage-backed securities held to maturity 68,342,048 71,399,443
Loans receivable 137,544,142 134,522,001
Real estate owned 78,898 49,822
Premises and equipment 3,976,572 4,037,888
Federal Home Loan Bank stock, at cost 2,100,000 2,100,000
Interest receivable 1,294,491 1,218,056
Other assets 778,919 611,493
------------- -------------
Total assets $ 236,047,189 $ 236,550,290
============= =============
Liabilities and stockholders' equity
- ------------------------------------
Liabilities
- -----------
Deposits $ 175,289,582 $ 169,007,650
Advances from Federal Home Loan Bank of New York 35,300,000 42,000,000
Advance payments by borrowers for taxes 945,559 919,231
Other liabilities 1,122,669 840,521
------------- -------------
Total liabilities 212,657,810 212,767,402
------------- -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Stockholders' equity
- --------------------
Preferred stock; par value $.01; authorized 2,000,000 shares; issued
and outstanding-none -- --
Common stock; par value $.01; authorized 13,000,000
shares; 2,108,088 shares issued; 1,980,588
shares (2000) and 2,080,488 shares (1999) outstanding 21,081 21,081
Paid-in capital 9,824,566 9,833,349
Retained earnings-substantially restricted 15,311,885 14,912,410
Unearned Incentive Plan Award shares (390,613) (428,702)
Unearned Employee Stock Ownership Plan shares (234,421) (278,439)
Accumulated other comprehensive income-
Unrealized (loss) on securities
available for sale, net (82,000) (52,480)
Treasury stock, at cost; 127,500 shares (2000)
and 27,600 shares (1999) (1,061,119) (224,331)
------------- -------------
Total stockholders' equity 23,389,379 23,782,888
------------- -------------
Total liabilities and stockholders' equity $ 236,047,189 $ 236,550,290
============= =============
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
PULASKI BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
Three Months Ended
March 31,
-------------------------
2000 1999
---------- ----------
<S> <C> <C>
Interest income:
Loans $2,732,753 $2,060,490
Mortgage-backed securities held to maturity 1,104,486 863,906
Investment securities held to maturity 111,991 90,930
Securities available for sale 88,189 74,240
Other interest-earning assets 76,323 230,197
---------- ----------
Total interest income 4,113,742 3,319,763
---------- ----------
Interest expense:
Deposits 1,779,779 1,910,943
Advances and other borrowed money 581,772 9,385
---------- ----------
Total interest expense 2,361,551 1,920,328
---------- ----------
Net interest income 1,752,191 1,399,435
Provision for loan losses 25,000 25,000
---------- ----------
Net interest income after provision for loan losses 1,727,191 1,374,435
---------- ----------
Non-interest income:
Fees and service charges 53,693 36,209
Trading account income 221,541 26,569
Gain on real estate owned -- 1,180
Miscellaneous 5,598 4,319
---------- ----------
Total non-interest income 280,832 68,277
---------- ----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Non-interest expenses:
Salaries and employee benefits 744,132 638,378
Net occupancy expense of premises 144,913 92,388
Equipment 103,759 89,878
Advertising 21,570 5,450
Loss on foreclosed real estate 3,394 --
Federal insurance premium 8,972 25,243
Miscellaneous 234,646 230,613
---------- ----------
Total non-interest expenses 1,261,386 1,081,950
---------- ----------
Income before income taxes 746,637 360,762
Income taxes 280,367 162,293
---------- ----------
Net income $ 466,270 $ 198,469
========== ==========
Net income per common share - basic/diluted $ 0.24 $ 0.10
========== ==========
Weighted average number of shares outstanding - basic/diluted 1,956,846 2,033,049
========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
PULASKI BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
Three Months Ended
March 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net income $ 466,270 $ 198,469
Other comprehensive income - unrealized holding (loss)
gain on securities available for sale, net of income taxes (29,520) --
--------- ---------
Comprehensive income $ 436,750 $ 198,469
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
PULASKI BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
Three Months Ended
March 31,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 466,270 $ 198,469
Adjustments to reconcile net income to
cash provided by (used in) operating activities:
Depreciation and amortization of premises and equipment 70,794 61,895
Accretion of discounts and amortization of premium, net 10,812 13,927
Accretion of deferred fees and discounts (81,318) (63,244)
Provision for loan losses 25,000 25,000
Purchase of trading account securities (1,091,260) (4,722,602)
Proceeds from sales of trading account securities 3,168,027 4,289,671
Realized gains on sales of trading account securities (103,392) (41,011)
Unrealized (gain) loss on trading account securities (118,149) 14,442
(Gain) on sales of real estate owned -- (3,226)
(Increase) in interest receivable (76,435) (10,352)
(Increase) in other assets (196,946) (138,811)
Increase (decrease) in interest payable on deposits 37,082 (121,044)
Increase (decrease) in other liabilities 282,148 (290,648)
ESOP shares committed to be released 37,463 51,980
Amortization of cost of stock contributed
to Incentive Plan 38,089 38,088
------------ ------------
Net cash provided by (used in) operating activities 2,468,185 (697,466)
------------ ------------
Cash flow from investing activities:
Purchases of securities available for sale (88,189) (74,240)
Proceeds from maturities of investment securities
held to maturity -- 1,000,000
Proceeds from calls of investment securities
held to maturity -- 2,000,000
Purchases of investment securities held to maturity -- (1,000,000)
Purchases of mortgage-backed securities held to maturity -- (12,197,102)
Principal repayments on mortgage-backed securities
held to maturity 3,032,704 7,703,993
Purchases of loans (1,084,257) (373,000)
Net change in loans receivable (1,903,171) (4,044,985)
Capitalized cost on real estate owned (7,471) --
Proceeds from sales of real estate owned -- 133,852
Additions to premises and equipment (9,478) (182,755)
------------ ------------
Net cash (used in) investing activities (59,862) (7,034,237)
------------ ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Cash flows from financing activities:
Net increase in deposits 6,244,850 (148,256)
Net increase in advances from Federal Home
Loan Bank of New York (6,700,000) --
Net (decrease) in other borrowed money -- (44,163)
Net increase in payments by borrowers for taxes 26,328 25,990
Cash dividends paid (69,023) (75,585)
Purchase of treasury stock (836,788) --
------------ ------------
Net cash used in financing activities (1,334,633) (242,014)
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,073,690 (7,973,717)
Cash and cash equivalents - beginning 6,770,619 23,364,562
------------ ------------
Cash and cash equivalents - ending $ 7,844,309 $ 15,390,845
============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
PULASKI BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
Three Months Ended
March 31,
-------------------------
2000 1999
---------- ----------
<S> <C> <C>
Supplemental information:
Cash paid during the period for:
Income taxes $ 42,927 $ 42,588
Interest on deposits and borrowings 2,211,396 2,041,372
Transfer of loans receivable to real estate owned 21,605 --
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. BASIS OF PRESENTATION
- -------------------------
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-Q and Regulation S-X and do not include
information or footnotes necessary for a complete presentation of financial
condition, results of operations, and cash flows in conformity with generally
accepted accounting principles. However, in the opinion of management, all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the consolidated financial statements have been included.
The results of operations for the three months ended March 31, 2000, are not
necessarily indicative of the results which may be expected for the entire
fiscal year.
2. NET INCOME PER COMMON SHARE
- --------------------------------
Basic net income per common share is based on the weighted average number of
common shares actually outstanding, adjusted for unearned shares of the ESOP and
the Incentive Plan. Diluted net income per share is calculated by adjusting the
weighted average number of shares of common stock outstanding to include the
effect of potential common shares. Potential common shares related to unearned
incentive plan awards, unearned ESOP shares and stock options were not dilutive
during the three months ended March 31, 2000 and 1999.
3. FORMATION OF STOCK HOLDING COMPANY
- ---------------------------------------
On July 12, 1999, Pulaski Savings Bank (the "Bank") reorganized into a two-tier
mutual holding company structure pursuant to an Agreement and Plan of
Reorganization which was unanimously adopted by the Board of Directors of the
Bank on January 28, 1999 ("Plan of Reorganization") and approved by the
shareholders of the Bank on April 23, 1999. Under the Plan of Reorganization
(the "Reorganization"), the Bank became a wholly owned subsidiary of Pulaski
Bancorp, Inc. (the "Company"), a federally-chartered stock holding company, a
majority of the Common Stock of which is now owned by the Pulaski Bancorp,
M.H.C. (the "Mutual Holding Company"), the Bank's parent mutual holding company.
In the Reorganization, each outstanding share of Bank common stock was converted
into one share of Company common stock and the holders of Bank common stock
became the holders of all of the outstanding shares of Company common stock.
Accordingly, as a result of the Reorganization, the Bank's minority
stockholders, became minority stockholders of the Company and the Bank's
majority stockholder, the Mutual Holding Company, became the majority
stockholder of the Company.
After the Reorganization, the Bank has continued its business and operations as
a wholly owned subsidiary of the Company and the consolidated capitalization,
assets, liabilities, income and financial statements, and management of the
Company immediately following the Reorganization is substantially the same as
those of the Bank immediately prior to consummation of the Reorganization. The
Charter and Bylaws of the Bank continue in effect, and have not been affected in
any manner by the Reorganization. The name "Pulaski Savings Bank" continues to
be utilized by the Bank. The corporate existence of the Bank has continued
unaffected and unimpaired by the Reorganization except that all of its
outstanding stock is now owned by the Company.
6
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Small Business Issuer Pulaski Bancorp, Inc. (the "Company") has met the
definition of a small business issuer at the end of the two most recent fiscal
years. As a result, the Company has decided to file as a small business issuer.
Discussion of Forward-Looking Statements
When used or incorporated by reference in disclosure documents, the words
"anticipate", "estimate", "expect", "project", "target", "goal" and similar
expressions are intended to identify forward-looking statements. Such
forward-looking statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, expected or projected. These
forward-looking statements speak only as of the date of the document. The Bank
expressly disclaims any obligation or undertaking to publicly release any
updates or revisions to any forward-looking statement contained herein to
reflect any change in the Bank's expectation with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.
Comparison of Financial Condition at March 31, 2000 and December 31, 1999
The Company's assets at March 31, 2000 totalled $236.05 million, which
represents a decrease of $503,000 or 0.2% as compared with $236.55 million at
December 31, 1999.
Cash and cash equivalents increased $1.0 million or 14.7% to $7.8 million at
March 31, 2000 from $6.8 million at December 31, 1999, primarily reflecting an
increase in interest-bearing deposits of $2.3 million, sufficient to offset a
$750,000 decrease in federal funds sold.
Term deposits at March 31, 2000 and December 31, 1999 remained the same at
$197,000. Securities available for sale at March 31, 2000 increased $88,000 or
1.5% to $6.0 million when compared with $5.9 million at December 31, 1999, which
resulted from purchases of securities available for sale. Investment securities
held to maturity remained unchanged at March 31, 2000 at $6.9 million when
compared with December 31, 1999.
Mortgage-backed securities held to maturity decreased $3.1 million or 4.3% to
$68.3 million at March 31, 2000 when compared to $71.4 million at December 31,
1999. The decrease during the three months ended March 31, 2000 resulted
primarily from repayments on mortgage-backed securities of $3.0 million.
Net loans increased $3.0 million or 2.2% to $137.5 million at March 31, 2000 as
compared to $134.5 million at December 31, 1999. The increase during the three
months ended March 31, 2000, resulted primarily from loan originations and
purchases exceeding loan principal repayments.
Deposits at March 31, 2000 increased $6.3 million or 3.7% to $175.3 million when
compared with $169.0 million at December 31, 1999.
Advances from the Federal Home Loan Bank of New York ("FHLB") totalled $35.3
million and $42.0 million at March 31, 2000 and December 31, 1999, respectively,
representing a decrease of $6.7 million or 16.0%.
7
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Comparison of Financial Condition at March 31, 2000 and December 31, 1999
(Cont'd.)
Stockholders' equity amounted to $23.4 million and $23.8 million at March 31,
2000 and December 31, 1999, respectively. During the three months ended March
31, 2000 and 1999, net income of $466,000 and $198,000, respectively, was
recorded and cash dividends of $69,000 and $76,000, respectively, were paid on
the common stock. During the three months ended March 31, 2000, the Company
repurchased 99,900 shares of its common stock, at prices ranging from $8.19 to
$8.50 per share, for $837,000 under a stock repurchase program.
Comparison of Operating Results for the Three Months Ended March 31, 2000 and
1999
Net income increased $268,000 or 135.4% to $466,000 for the three months ended
March 31, 2000 compared with $198,000 for the same 1999 period. The increase in
net income during the 2000 period resulted from an increase in total interest
income combined with an increase in non-interest income, which were partially
offset by increases in total interest expense, non-interest expenses and income
taxes.
Interest income on loans increased by $672,000 or 32.6% to $2.7 million during
the three months ended March 31, 2000 when compared with $2.1 million during the
same 1999 period. The increase during the 2000 period resulted from an increase
of 4 basis points in the yield earned on the loan portfolio along with an
increase of $33.0 million in the average balance of loans outstanding. Interest
on mortgage-backed securities increased $241,000 or 27.9% to $1.1 million during
the three months ended March 31, 2000 when compared with $864,000 for the same
1999 period. The increase during the 2000 period resulted from an increase in
the average balance of mortgage-backed securities outstanding of $11.1 million
or 18.9%, along with an increase of 44 basis points in the yield earned thereon.
Interest earned on investment securities, including available for sale and held
to maturity issues, increased $35,000 or 21.2% to $200,000 during the three
months ended March 31, 2000 when compared with $165,000 for the same 1999
period. The increase during the 2000 period resulted from a 76 basis point
increase in the yield earned on such securities, accompanied by an increase of
$760,000 or 6.3% in the average balance of investment securities outstanding.
Interest earned on other interest-earning assets decreased by $154,000 to
$76,000 during the three months ended March 31, 2000 when compared with $230,000
for the same 1999 period. The decrease during the 2000 period resulted from a
decrease of $11.9 million or 63.3% in the average balance of other
interest-earning assets outstanding, along with a decrease of 48 basis points in
the yield earned thereon.
Interest expense on deposits decreased $131,000 or 6.9% to $1.8 million during
the three months ended March 31, 2000 when compared to $1.9 million during the
same 1999 period. Such decrease during the 2000 period was attributable to a
decrease of $3.3 million or 1.9% in the average balance of interest-bearing
deposits outstanding, along with a decrease of 22 basis points in the cost of
interest-bearing deposits. Interest on borrowed money amounted to $582,000 and
$9,000 during the three months ended March 31, 2000 and 1999, respectively. The
increase during the 2000 period resulted primarily from an increase of $38.7
million in the average balance of borrowed money.
8
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Comparison of Operating Results for the Three Months Ended March 31, 2000 and
1999 (Cont'd.)
Net interest income increased $353,000 or 25.2% to $1.75 million during the
three months ended March 31, 2000 when compared with $1.40 million during the
same 1999 period. Such increase was due to an increase in total interest income
of $795,000, which was sufficient to offset an increase in total interest
expense of $442,000. The net interest rate spread increased to 2.71% in 2000
from 2.41% in 1999. The increase in the interest rate spread in 2000 resulted
from an increase of 40 basis points in the yield earned on interest-earning
assets, which was more than sufficient to offset a 10 basis point increase in
the cost of interest-bearing liabilities.
During the three months ended March 31, 2000 and 1999, the Bank provided $25,000
for loan losses. The allowance for loan losses is based on management's
evaluation of the risks inherent in the loan portfolio and gives due
consideration to changes in general market conditions and in the nature and
volume of the Bank's loan activity. The Bank intends to continue to provide for
loan losses based on its periodic review of the loan portfolio and general
market conditions. Management believes that, based on information currently
available, the allowance for loan losses is sufficient to cover losses inherent
in its loan portfolio at this time. However, no assurance can be given that the
level of the allowance for loan losses will be sufficient to cover future
possible loan losses incurred by the Bank or that future adjustments to the
allowance for loan losses will not be necessary if economic and other conditions
differ substantially from the economic and other conditions used by management
to determine the current level of the allowance for loan losses. Management may
in the future increase the level of the allowance for loan losses as a
percentage of total loans and non-performing loans in the event it increases the
level of commercial real estate, multifamily, or consumer lending as a
percentage of its total loan portfolio. In addition, various regulatory
agencies, as an integral part of their examination process, periodically review
the allowance for loan losses. Such agencies may require the Bank to provide
additions to the allowance based upon judgments different from management. At
March 31, 2000 and 1999, the Bank's non-performing loans, which were delinquent
ninety days or more, totalled $415,000 or .18% of total assets and $974,000 or
.41% of total assets, respectively. At March 31, 2000 and 1999, all
non-performing loans were on non-accrual status.
Non-interest income increased by $213,000 to $280,000 during the three months
ended March 31, 2000 when compared to $68,000 during the same 1999 period. The
increase during the 2000 period resulted primarily from increases in fees and
service charges of $18,000 and trading account income of $195,000. During the
three months ended March 31, 2000, the Bank purchased $1.1 million and sold $3.2
million in trading securities, resulting in a realized gain of $103,000, and
recorded unrealized gains on trading account securities of $118,000. During the
three months ended March 31, 1999, the Bank purchased $4.7 million and sold $4.3
million in trading account securities resulting in realized gain of $41,000
offset by recorded unrealized gain of $14,000.
Non-interest expenses increased by $179,000, or 16.5%, to $1.3 million during
the three months ended March 31, 2000 when compared with $1.1 million during the
same 1999 period. During the 2000 period, increases in salaries and employee
benefits, occupancy, equipment, advertising, loss on real estate owned and
miscellaneous expenses of $106,000, $53,000, $14,000, $16,000, $3,000 and
$4,000, respectively, which were partially offset by a decrease in federal
insurance premiums of $16,000, when compared with the same 1999 period.
9
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Comparison of Operating Results for the Three Months Ended March 31, 2000 and
1999 (Cont'd.)
Income taxes totalled $280,000 and $162,000 during the three months ended March
31, 2000 and 1999, respectively. The increase during the 2000 period resulted
primarily from an increase in pre-tax income.
Liquidity and Capital Resources
The Bank is required to maintain minimum levels of liquid assets as defined by
the Office of Thrift Supervision (the "OTS") regulations. The requirement, which
the OTS may vary from time to time, depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term borrowings.
The required ratio currently is 4.0%. The Bank's liquidity averaged 26.25%
during the month of March 2000. The Bank adjusts its liquidity levels in order
to meet funding needs for deposit outflows, payment of real estate taxes from
escrow accounts on mortgage loans, repayment of borrowings, when applicable, and
loan funding commitments. The Bank also adjusts its liquidity level as
appropriate to meet its asset/liability objectives.
The Bank's primary sources of funds are deposits, amortization and prepayments
of loans and mortgage-backed securities principal, maturities of investment
securities and funds provided by operations. While scheduled loan and
mortgage-backed securities amortization and maturing term deposits and
investment securities are relatively predictable sources of funds, deposit flows
and loan and mortgage-backed securities prepayments are greatly influenced by
market interest rates, economic conditions and competition. The levels of these
assets are dependent on the operating, financing, lending and investing
activities during any given period. At March 31, 2000, interest-bearing
deposits, term deposits, federal funds sold and securities available for sale
totalled $10.5 million. The Bank has other sources of liquidity if a need for
additional funds arises, including advances from the FHLB. At March 31, 2000,
advances from the FHLB amounted to $35.3 million.
During the three months ended March 31, 2000 and 1999, cash dividends paid on
common stock amounted to $69,000 and $76,000, respectively. The mutual holding
company waived its right to receive dividends. If the mutual holding company had
not waived its right to receive dividends, the amount of such dividends, during
the three months ended March 31, 2000, would have been increased by $89,000.
The Bank anticipates that it will have sufficient funds available to meet its
current loan commitments. At March 31, 2000, the Bank had outstanding
commitments to originate and purchase loans of $12.3 million and commitments to
fund unused credit lines and construction loans in process of $23.1 million.
Certificates of deposit scheduled to mature in one year or less at March 31,
2000, totalled $97.8 million. Management believes that, based upon its
experience and the Bank's deposit flow history, a significant portion of such
deposits will remain with the Bank.
10
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
Liquidity and Capital Resources (Cont'd.)
Under OTS regulations, three separate measurements of capital adequacy (the
"Capital Rule") are required. The Capital Rule requires each savings institution
to maintain tangible capital equal to at least 1.5% and core capital equal to at
least 4.0% of its total adjusted assets. The Capital Rule further requires each
savings institution to maintain total capital equal to at least 8.0% of its
risk-weighted assets. The following table sets forth the Bank's capital position
at March 31, 2000 as compared to the minimum regulatory capital requirements:
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
Minimum Capital Prompt Corrective
Actual Requirements Actions Provisions
---------------------- ---------------------- ----------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
(Dollars in Thousands)
Total Capital
<S> <C> <C> <C> <C> <C> <C>
(to risk-weighted assets) $ 23,696 20.56% $ 9,221 8.00% $ 11,526 10.00%
Tier 1 Capital
(to risk-weighted assets) 22,603 19.61% - - 6,915 6.00%
Core (Tier 1) Capital
(to adjusted total assets) 22,603 9.59% 9,430 4.00% 11,787 5.00%
Tangible Capital
(to adjsuted total assets) 22,603 9.59% 3,536 1.50% - -
</TABLE>
11
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
PART II . OTHER INFORMATION
ITEM 1. Legal Proceedings
-----------------
None.
ITEM 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None.
ITEM 3. Defaults Upon Senior Securities
-------------------------------
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Stockholders' Meeting was held on April 28, 2000. The
following matters were submitted to the stockholders:
1. Election of two directors:
A. Directors elected at the meeting for terms to expire in 2002:
Number of Shares
-----------------------
For Withheld
--------- --------
Mr. Edward J. Mizerski 1,812,656 68,842
Mr. Peter C. Pietrucha 1,811,156 70,342
B. The following directors' terms of office as a director continued
after the meeting:
(i) Mr. Thomas Bentkowski
(ii) Mr. Walter F. Rusak
(iii) Dr. Eugene J. Bogucki
(iv) Mr. Anthony C. Majeski
12
<PAGE>
PULASKI BANCORP, INC. AND SUBSIDIARY
PART II . OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders (Cont'd.)
---------------------------------------------------
<TABLE>
<CAPTION>
Number of Shares
------------------------------------------
For Against Abstained
------------ ----------- -------------
<S> <C> <C> <C>
2. The ratification of Radics & Co., LLC
as independent auditors of the Company for
the fiscal year ending December 31, 2000. 1,872,783 6,664 2,051
</TABLE>
ITEM 5. Other Information
-----------------
None
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
3.1 Stock Charter of Pulaski Bancorp, Inc. *
3.2 Bylaws of Pulaski Bancorp, Inc. *
4.0 Form of Common Stock Certificate *
11.0 Computation of earnings per share
27.0 Financial Data Schedule
* Incorporated herein by reference into this document from the Exhibits
to the Current Report on Form 8-K, filed July 12, 1999.
(b) Reports on form 8-K:
None.
13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the issuer has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
PULASKI BANCORP, INC.
Date: May 15, 2000 By /s/ Thomas Bentkowski
-------------------- --------------------
Thomas Bentkowski
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2000 By: /s/ Lee Wagstaff
------------------- ----------------
Lee Wagstaff
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
14
PULASKI BANCORP, INC. AND SUBSIDIARY
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
Three Months Ended
March 31, 2000
------------------
Net income $ 466,270
Weighted average shares outstanding - basic and diluted 1,956,846
Basic and diluted earnings per share $ 0.24
15
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO THE UNAUDITED FINANCIAL STATEMENTS CONTAINED THEREIN.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,515,660
<INT-BEARING-DEPOSITS> 2,728,649
<FED-FUNDS-SOLD> 1,600,000
<TRADING-ASSETS> 949,000
<INVESTMENTS-HELD-FOR-SALE> 5,994,640
<INVESTMENTS-CARRYING> 75,289,218
<INVESTMENTS-MARKET> 74,363,344
<LOANS> 137,544,142
<ALLOWANCE> 1,128,000
<TOTAL-ASSETS> 236,047,189
<DEPOSITS> 175,289,582
<SHORT-TERM> 35,300,000
<LIABILITIES-OTHER> 2,068,228
<LONG-TERM> 0
0
0
<COMMON> 21,081
<OTHER-SE> 23,368,298
<TOTAL-LIABILITIES-AND-EQUITY> 236,047,189
<INTEREST-LOAN> 2,732,753
<INTEREST-INVEST> 1,304,666
<INTEREST-OTHER> 76,323
<INTEREST-TOTAL> 4,113,742
<INTEREST-DEPOSIT> 1,779,779
<INTEREST-EXPENSE> 2,361,551
<INTEREST-INCOME-NET> 1,752,191
<LOAN-LOSSES> 25,000
<SECURITIES-GAINS> 251,541
<EXPENSE-OTHER> 1,261,386
<INCOME-PRETAX> 746,637
<INCOME-PRE-EXTRAORDINARY> 746,637
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 466,270
<EPS-BASIC> 0.24
<EPS-DILUTED> 0.24
<YIELD-ACTUAL> 7.29
<LOANS-NON> 415,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,135,000
<CHARGE-OFFS> 32,000
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1,128,000
<ALLOWANCE-DOMESTIC> 1,128,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
