<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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: O-17177
BSB Bancorp, Inc.
-----------------
(Exact name of registrant as specified in its charter)
Delaware 16-1327860
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Number)
incorporation or organization)
58-68 Exchange Street, Binghamton, New York 13902
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 779-2552
n/a
---
Former name, former address and former fiscal year, if changed since last report
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes: [X] No: [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of September 30, 1995:
4,206,623 shares of common stock, $0.01 par value.
<PAGE>
Item 1 - Financial Statements
BSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION (Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks $ 31,005 $ 28,199
Federal funds sold 0 10,500
-------------- -------------
Total cash and cash equivalents 31,005 38,699
Investment securities (market value $91,887 and $86,674) 91,422 86,686
Mortgage-backed securities (market value $127,657 and $143,048) 127,331 143,177
Mortgages held for sale 3,562 1,782
Loans:
Commercial 445,869 386,875
Consumer 205,200 200,863
Real estate 295,399 277,344
-------------- -------------
Total loans 946,468 865,082
Less: Unearned discounts 625 1,218
Allowance for possible credit losses 15,758 15,847
-------------- -------------
Net loans 930,085 848,017
Bank premises and equipment 6,909 7,136
Accrued interest receivable 8,565 7,697
Other real estate 2,989 3,234
Intangible assets 2,557 2,778
Other assets 16,249 20,202
-------------- -------------
$ 1,220,674 $ 1,159,408
============== =============
LIABILITIES & SHAREHOLDERS' EQUITY
Due to depositors $ 969,630 $ 962,780
Borrowings 121,318 79,028
Other liabilities 14,440 10,730
Commitments
Shareholders' Equity:
Preferred Stock, par value $0.01 per share;
authorized 5,000,000 shares; none issued 0 0
Common Stock, par value $0.01 per share; authorized
10,000,000 shares; 4,840,142 shares and 4,820,617 shares issued 48 48
Additional paid-in capital 26,731 26,436
Undivided profits 99,746 92,986
Unrealized depreciation in
securities available for sale, net (1,034) (5,546)
Treasury stock, at cost: 633,519 and 528,419 shares (10,205) (7,054)
-------------- -------------
Total Shareholders' Equity 115,286 106,870
-------------- -------------
$ 1,220,674 $ 1,159,408
============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
1
<PAGE>
Item 1 - (continued)
BSB BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Dollars in Thousands-Except Per Share Data) Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 21,573 $ 17,680 $ 62,120 $ 50,663
Interest on mortgage-backed securities 2,394 2,653 7,284 7,618
Interest on mortgages held for sale 91 55 164 132
Interest on federal funds sold and
interest-bearing deposits 0 131 30 534
Interest and dividends on investment securities:
U.S. Government obligations 742 683 2,214 1,534
State and municipal obligations 105 109 317 382
Other debt obligations 284 311 1,075 790
Corporate stocks 224 219 572 599
-------- -------- -------- --------
Total interest income 25,413 21,841 73,776 62,252
Interest expense:
Interest on savings deposits 1,101 1,319 3,347 3,889
Interest on time accounts 7,085 5,858 20,880 16,452
Interest on money market deposit accounts 2,680 1,698 7,827 4,144
Interest on NOW accounts 197 207 573 600
Interest on borrowed funds 1,671 1,030 4,810 2,945
-------- -------- -------- --------
Total interest expense 12,734 10,112 37,437 28,030
-------- -------- -------- --------
Net interest income 12,679 11,729 36,339 34,222
Provision for credit losses 1,431 853 4,096 2,782
-------- -------- -------- --------
Net interest income after provision for credit losses 11,248 10,876 32,243 31,440
Gains (losses) on securities 104 193 (88) 354
Gains (losses) on the sale of mortgages (189) (23) (127) (817)
Non-interest income:
Service charges on deposit accounts 409 357 1,155 1,024
Credit card fees 583 423 1,547 1,141
Mortgage servicing fees 227 214 689 631
Fees and commissions-brokerage services 85 80 241 258
Trust fees 126 115 373 350
Other charges, commissions, and fees 170 185 511 589
-------- -------- -------- --------
Total non-interest income 1,600 1,374 4,516 3,993
-------- -------- -------- --------
Non-interest expense:
Salaries, pensions and other employee benefits 3,016 3,229 9,138 8,960
Building occupancy 575 540 1,751 1,615
Computer service fees 215 181 626 534
Services 400 436 1,436 1,358
FDIC insurance (42) 516 1,035 1,501
Goodwill 74 74 221 98
Interchange fees 420 312 1,074 784
Other real estate expenses 802 48 1,063 80
Other expenses 1,282 1,284 4,221 3,749
-------- -------- -------- --------
Total non-interest expense 6,742 6,620 20,565 18,679
-------- -------- -------- --------
Income before income taxes 6,021 5,800 15,979 16,291
Provision for income taxes 2,394 2,285 6,405 6,455
-------- -------- -------- --------
NET INCOME $ 3,627 $ 3,515 $ 9,574 $ 9,836
======== ======== ======== ========
Earnings per share: $ 0.86 $ 0.80 $ 2.24 $ 2.23
======== ======== ======== ========
Average shares outstanding 4,213,014 4,387,019 4,265,366 4,408,570
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
Item 1 - (continued)
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30,
Operating activities: 1995 1994
---- ----
<S> <C> <C>
Net income $ 9,574 $ 9,836
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses 4,296 2,782
Realized loss (gain) on available for sale investment securities 36 (133)
Realized gain on available for sale mortgage-backed securities (149) (221)
Gains (losses) on sale of mortgages 127 817
Gain on sales and disposition of premises and equipment (3) (21)
Depreciation and amortization 1,025 861
Net amortization (accretion) of premiums and discounts on investment securities (55) 17
Net amortization of premiums and discounts on mortgage-backed securities 113 223
Net accretion of premiums and discounts on loans (593) (97)
Sales of loans originated for sale 26,517 38,681
Net increase in loans originated for sale (28,387) (33,510)
Decrease (increase) in other assets and liabilities 3,246 (6,371)
--------- ---------
Net cash provided by operating activities 15,747 12,864
--------- ---------
Investing activities:
Proceeds from calls of held to maturity investment securities 450 0
Principal collected on held to maturity investment securities 109 91
Purchases of held to maturity investment securities (1,151) (2,515)
Proceeds from calls of held to maturity mortgage-backed securities 50 78
Principal collected on held to maturity mortgage-backed securities 1,738 4,281
Purchases of held to maturity mortgage-backed securities 0 (3,778)
Proceeds from sales of available for sale investment securities 37,635 71,821
Purchases of available for sale investment securities (42,563) (85,353)
Principal collected on available for sale investment securities 61 1,917
Proceeds from sales of available for sale mortgage-backed securities 21,396 55,489
Purchases of available for sale mortgage-backed securities (13,181) (75,127)
Principal collected on available for sale mortgage-backed securities 14,165 36,734
Net increase in longer-term loans (93,554) (65,845)
Proceeds from sales of loans 8,212 12,493
Other (573) (658)
--------- ---------
Net cash used in investing activities (67,206) (50,372)
--------- ---------
Financing activities:
Net increase (decrease) in demand deposits, NOW accounts, savings
accounts, and money market deposit accounts (net of deposits acquired) (12,097) 29,463
Net increase in time deposits (net of deposits acquired) 19,242 3,627
Net increase in short-term borrowings (3 months) 42,450 59,887
Proceeds from long term borrowings 0 25,000
Repayment of long-term borrowings (160) (75,434)
Proceeds from exercise of stock options 295 122
Purchases of treasury stock (3,151) (1,230)
Dividends paid (2,814) (2,512)
--------- ---------
Net cash provided by financing activities 43,765 38,923
Decrease (increase) in cash and cash equivalents (7,694) 1,415
Cash and cash equivalents at beginning of year 38,699 29,508
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 31,005 $ 30,923
--------- ---------
Supplemental disclosures of cash flow information:.
Cash paid during the year for:
Interest credited on deposits and paid on other borrowings $ 37,321 $ 28,775
Income taxes $ 6,729 $ 7,036
Non-cash investing activity:
Securitization of mortgage loans and transfers to/or sales of other real estate $ (245) $ 20,162
Unrealized appreciation (depreciation) in securities $ 7,744 $ (10,011)
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
Item 1 - (continued)
BSB BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unrealized
Depreciation
Additional In Marketable
Nine Months Ended Common Paid-In Undivided Treasury Equity
September 30, Stock Capital Profits Stock Securities Total
- ----------------- ------ ---------- --------- -------- ------------- -----
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C>
1994
Balance at December 31, 1993 $ 48 $ 26,065 $ 83,580 $ (2,869) $ 2,362 $ 109,186
Increase in unrealized
depreciation in available
for sale securities (5,834) (5,834)
Net income 9,836 9,836
Stock options exercised 122 122
Cash dividend paid on common
stock ($0.57 per share) (2,512) (2,512)
Treasury stock purchased (1,230) (1,230)
------- -------- -------- ---------- --------- ---------
Balance at September 30, 1994 $ 48 $ 26,187 $ 90,904 $ (4,099) $ (3,472) $ 109,568
======= ======== ======== ========== ========= =========
1995
Balance at December 31, 1994 $ 48 $ 26,436 $ 92,986 $ (7,054) $ (5,546) $ 106,870
Decrease in unrealized
depreciation in available
for sale securities 4,512 4,512
Net income 9,574 9,574
Stock options exercised 295 295
Cash dividend paid on common
stock ($0.66 per share) (2,814) (2,814)
Treasury stock purchased (3,151) (3,151)
------- -------- -------- ---------- --------- ---------
Balance at September 30, 1995 $ 48 $ 26,731 $ 99,746 $ (10,205) $ (1,034) $ 115,286
======= ======== ======== ========== ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Item 1 - (continued)
BSB BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(1) In the opinion of management, the interim financial statements reflect
all adjustments which are of a normal recurring nature necessary to a
fair statement of the results for the interim periods presented. The
December 31, 1994 data in the Consolidated Statements of Condition is
derived from the consolidated financial state ments included in the
Company's 1994 Annual Report to Shareholders. The accompanying unaudited
in terim consolidated financial statements and related notes should be
read in conjunction with the consolidated financial statements and
related notes included in the Company's 1994 Annual Report to
Shareholders. Cer tain reclassifications have been made to these
statements to conform to current presentation.
(2) Outstanding stock options were excluded from the weighted average number
of shares because their dilutive effect is not material. Fully diluted
earnings per common share have not been presented because it is not
significantly different from primary earnings per share.
(3) The Company adopted FAS 114, Accounting by Creditors for Impairment of a
Loan , on January 1, 1995. Under the new standard, a loan is considered
impaired, if based on current information and events, it is probable
that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the
loan agreement. The measurement of impaired loans is generally based on
the present value of expected future cash flows discounted at the
historical effective interest rate, except that collateral-dependent
loans are generally measured for impairment based on the fair value of
the collateral. The adoption of FAS 114 did not result in a material
impact on the provision for credit losses.
(4) On October 23, 1995, the Board of Directors declared a three-for-two-
stock split. The stock split is pay able on December 8, 1995 to
shareholders of record at the close of business on November 21, 1995.
The Board also extended the Company s stock repurchase program,
announced April 25, 1995, to repurchase up to 215,000 shares of its
common stock, of which 72,300 shares remain to be repurchased. Shares
may be repurchased from time to time during the next six months in open
market and unsolicited, negotiated transactions. Repurchases will be
subject to availability and prices which are acceptable to the Company.
5
<PAGE>
Item 1 - (continued)
(5) Effective August 1, 1995, the Company s subsidiary, BSB Bank & Trust
(formerly Binghamton Savings Bank), converted from a state-chartered
savings bank to a state-chartered commercial bank. Under that change,
the surplus fund, as required under the savings bank charter, was no
longer needed.
(6) Certain data for prior years has been reclassified to conform to the
current year s presentation. These reclassifications had no effect on
net income.
6
<PAGE>
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
- -------
BSB Bancorp, Inc. (the "Company"), the bank holding company for BSB Bank &
Trust Company (the "Bank"), earned net income of $3,627,000, or $0.86 per share,
for the quarter ended September 30, 1995, as compared to net income of
$3,515,000, or $0.80 per share, for the quarter ended September 30, 1994. On Au
gust 1, 1995, the Company affected the conversion of its wholly owned savings
bank subsidiary to a commercial bank and trust company charter. Although the
charter change is not expected to have a material impact on oper ations, the
Company believes the new corporate identity of the Bank is a better reflection
of the commercial focus of the Bank over recent years. All references to the
Company herein are intended to include the activities of the Bank, the Company's
wholly-owned subsidiary. Net income for the first nine months of 1995 totalled
$9,574,000, or $2.24 per share, compared to net income of $9,836,000, or $2.23
per share for the first nine months of 1994. The Board also announced a 36%
increase in the quarterly cash dividend. The dividend, ad justed for the stock
split, is $0.20 per share and is payable December 8, 1995 to shareholders of
record at the close of business on November 22, 1995.
By action of the Board of Directors at its October meeting, William H.
Rincker was elected Chairman of the Board and Chief Executive Officer and Alex
S. DePersis was promoted to President and Chief Operating Officer; Mr. Rincker
and Mr. DePersis will hold the same positions at the Bank.
The Bank is a stockholder of Nationar, a trust company jointly owned by over
60 savings banks through out New York State. The Bank also used Nationar as its
primary depository, check processor, and trust depos itory. In February 1995,
the Superintendent of Banks of New York State took possession and assumed the
operations of Nationar due to financial instability. The Company has charged off
its equity and debenture investments in Nationar ($218,000), and the Bank has
filed claims with the Banking Department to settle its demand deposit account
($1.3 million) and to retrieve certain securities held by Nationar in connection
with an overdraft line of credit ($1.0 million). Management does not believe the
final resolution of the claims will have a material impact upon the financial
statements of the Company.
Financial Condition
- -------------------
During the first nine months of 1995, the Bank originated $91.0 million of
commercial loans, which contributed to a net increase in the commercial loan
portfolio from $386.9 million to $445.9 million. The interest rates on these
loans are generally tied to the Company's Prime Rate. Consumer loans increased
from $200.9 million to $205.2 million, and during this period, the Bank
originated $74.4 million in consumer loans and sold $2.4 million in student
loans. Real estate loans increased from $277.3 million at December
7
<PAGE>
Item 2 - (continued)
31, 1994 to $295.4 million at September 30, 1995. During this period, the Bank
originated $76.9 million of real estate loans and sold $32.5 million. The Bank's
real estate loan originations included refinancing $8.7 million of residential
real estate loans during the first nine months of 1995.
Total assets increased from $1,159.4 million at December 31, 1994 to $1,220.7
million at September 30, 1995. Total deposits increased from $962.8 million at
December 31, 1994 to $969.6 million at September 30, 1995. The Company's
borrowings increased from $79.0 million at December 31, 1994 to $121.3 million
at September 30, 1995, while cash and cash equivalents decreased from $38.7
million to $31.0 million at September 30, 1995, primarily in federal funds sold.
This decrease in federal funds sold and the increase in borrowings were used to
fund the growth in the Bank s loan and investment portfolios during the first
nine months of 1995. The Com pany's brokered deposits decreased from $40.0
million at December 31, 1994 to $20.0 million at September 30, 1995.
Shareholders' equity increased from $106.9 million to $115.3 million during
the first nine months of 1995. This increase is a result of the Company's
earnings of $9.6 million, and a decrease of $4.5 million of unrealized
depreciation in investment securities available for sale, as required under SFAS
No. 115, "Accounting For Cer tain Investments in Debt and Equity Securities",
offset by cash dividends paid to shareholders of $2.8 million and repurchases of
outstanding Company stock totalling $3.2 million.
Results of Operations
- ---------------------
The operating results of the Company depend primarily on its net interest
income, which is the difference between interest income on interest-earning
assets, primarily loans and investments, and interest expense on interest-
bearing liabilities, primarily deposits and borrowings. The Company's operating
results also are affected by credit loss requirements, operating expenses, the
level of other income, including gains or losses on sale of mortgages and
securities, and other fees.
The following tables set forth, for and at the periods indicated, information
regarding (i) the Company's average balance sheet, (ii) the total dollar amount
of interest income from interest-earning assets and the result ing average
yields, (iii) the total dollar amount of interest expense on interest-bearing
liabilities and the resul tant average cost, (iv) net interest income, (v)
interest rate margin and interest rate spread, (vi) net interest-earning assets,
(vii) net yield on interest-earning assets, and (viii) ratio of interest-earning
assets to interest-bearing liabilities. Average balances are based on daily or
month-end balances. No tax equivalent adjust ments were made.
8
<PAGE>
Item 2 - (continued)
<TABLE>
<CAPTION>
(Dollars in Thousands) Three Months Ended September 30,
1995 1994
---- ----
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Commercial loans $ 421,318 $ 10,826 10.28% $ 358,145 $ 7,978 8.91%
Consumer loans 203,090 4,750 9.36 189,427 4,291 9.06
Real estate loans 292,145 5,997 8.21 269,896 5,411 8.02
Investment securities 83,479 1,355 6.49 90,452 1,322 5.85
Mortgage-backed securities 130,188 2,394 7.36 157,649 2,653 6.73
Mortgages held for sale 3,348 91 10.87 4,159 55 5.29
Other interest-earning assets 0 0 0.00 12,122 131 4.32
---------- -------- ----- ----------- --------- ----
Total interest-earning assets 1,133,568 $ 25,413 8.97% 1,081,850 $ 21,841 8.08%
---------- -------- ----- ----------- --------- ----
Non-interest-earning assets 61,576 53,289
---------- -----------
Total assets $1,195,144 $1,135,139
========== ==========
Interest-bearing liabilities:
Deposits and mortgage escrow funds $ 958,449 $ 11,063 4.62% $ 929,918 $ 9,082 3.91%
Borrowings 108,026 1,671 6.19 84,516 1,030 4.87
---------- -------- ----- ----------- --------- ----
Total interest-bearing liabilities 1,066,475 $ 12,734 4.78% 1,014,434 $ 10,112 3.99%
---------- -------- ----- ----------- --------- ----
Non-interest-bearing liabilities 11,276 8,612
---------- -----------
Total liabilities 1,077,751 1,023,046
---------- -----------
Shareholders' equity 117,393 112,093
---------- -----------
Total liabilities and shareholders' equity $1,195,144 $1,135,139
========== ==========
Net interest income/net interest rate spread $ 12,679 4.19% $ 11,729 4.09%
======== ==== ======== ====
Net earnings assets/net interest rate margin $ 67,093 4.47% $ 67,416 4.34%
======== ==== ======== ====
Ratio of interest-earning assets to
interest-bearing liabilities 1.06X 1.07X
==== ====
<CAPTION>
(Dollars in Thousands) Nine Months Ended September 30,
1995 1994
---- ----
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Commercial loans $ 401,839 $ 30,529 10.13% $ 348,345 $ 21,749 8.32%
Consumer loans 201,179 13,692 9.07 184,304 12,389 8.96
Real estate loans 286,134 17,899 8.34 273,801 16,525 8.05
Investment securities 88,731 4,178 6.28 69,396 3,305 6.35
Mortgage-backed securities 138,813 7,284 7.00 156,741 7,618 6.48
Mortgages held for sale 2,023 164 10.81 4,296 132 4.10
Other interest-earning assets 589 30 6.79 18,608 534 3.83
---------- -------- ----- ----------- --------- ----
Total interest-earning assets 1,119,308 $ 73,776 8.79% 1,055,491 $ 62,252 7.86%
---------- -------- ----- ----------- --------- ----
Non-interest-earning assets 59,364 50,659
---------- -----------
Total assets $1,178,672 $1,106,150
========== ===========
Interest-bearing liabilities:
Deposits and mortgage escrow funds $ 948,403 $ 32,627 4.59% $ 903,876 $ 25,085 3.70%
Borrowings 103,410 4,810 6.20 82,828 2,945 4.74
---------- -------- ----- ----------- --------- ----
Total interest-bearing liabilities 1,051,813 $ 37,437 4.75% 986,704 $ 28,030 3.79%
---------- -------- ----- ----------- --------- ----
Non-interest-bearing liabilities 11,401 9,144
---------- -----------
Total liabilities 1,063,214 995,848
---------- -----------
Shareholders' equity 115,458 110,302
---------- -----------
Total liabilities and shareholders' equity $1,178,672 $1,106,150
========== ===========
Net interest income/net interest rate spread $ 36,339 4.04% $ 34,222 4.07%
======== ==== ======== ====
Net earnings assets/net interest rate margin $ 67,495 4.33% $ 68,787 4.32%
======== ==== ======== ====
Ratio of interest-earning assets to
interest-bearing liabilities 1.06X 1.07X
==== ====
</TABLE>
9
<PAGE>
Item 2 - (continued)
The following table presents changes in interest income and interest expense
attributable to (i) changes in volume (change in volume multiplied by old rate),
and (ii) changes in rate (change in rate multiplied by old volume). The net
change attributable to the combined impact of volume and rate has been allocated
proportionately to the change due to volume and the change due to rate.
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
1995 Compared to 1994 1995 Compared to 1994
Increase (Decrease) Increase (Decrease)
Volume Rate Net Volume Rate Net
------ ---- --- ------ ---- ---
<S> <C> <C> <C> <C> <C> <C>
(Dollars in Thousands)
Interest income on interest-
earning assets:
Commercial loans $ 1,523 $ 1,325 $ 2,848 $ 3,640 $ 5,140 $ 8,780
Consumer loans 316 143 459 1,147 156 1,303
Real estate loans 454 132 586 759 615 1,374
Investment securities (467) 500 33 935 (62) 873
Mortgage-backed securities (1,453) 1,194 (259) (1,151) 817 (334)
Other interest-earning assets (785) 690 (95) (1,174) 702 (472)
-------- ------- ------- -------- ------- -------
Total $ (412) $ 3,984 $ 3,572 $ 4,156 $ 7,368 $11,524
======== ======= ======= ======== ======= =======
Interest expense on interest-
bearing liabilities:
Deposits $ 286 $ 1,695 $ 1,981 $ 1,286 $ 6,256 $ 7,542
Borrowings 326 315 641 832 1,033 1,865
-------- ------- ------- -------- ------- -------
612 2,010 2,622 2,118 7,289 9,407
-------- ------- ------- -------- ------- -------
Total $ (1,024) $ 1,974 $ 950 $ 2,038 $ 79 $ 2,117
======== ======= ======= ======== ======= =======
</TABLE>
Interest Income
- ---------------
The Company's interest income on earning assets increased from $21.8 million
for the three months ended September 30, 1994 to $25.4 million for the three
months ended September 30, 1995, and from $62.3 million to $73.8 million for the
nine months ended September 30, 1994 and 1995, respectively. This increase in
inter est income was primarily the result of an increase in the yield on earning
assets from 8.08% to 8.97% for the three months ended September 30, 1994 and
1995, respectively, and from 7.86% to 8.79% for the nine months ended September
30, 1994 and September 30, 1995, respectively. An increase in the average
balance of earn ing assets from $1,081.9 million for the quarter ended September
30, 1994 to $1,133.6 million for the quarter ended September 30, 1995, and from
$1,055.5 million for the nine months ended September 30, 1994 to $1,119.3
million for the nine months ended September 30, 1995 also contributed to this
increase in interest income. The yield on commercial loans went from 8.91% for
the third quarter of 1994 to 10.28% for the third quarter of 1995 and from 8.32%
for the first nine months of 1994 to 10.13% for the first nine months of 1995.
These yield increases primarily were due to increases in the Bank s Prime Rate
from 6.25% to 8.75% since March of 1994. Coupled with the Prime Rate increases,
the commercial loan average balance increased $63.2 million from the third
quarter of 1994 to $421.3 million
10
<PAGE>
Item 2 - (continued)
for the third quarter of 1995, and from an average balance of $348.3 million for
the first nine months of 1994 to $401.8 million for the first nine months of
1995, an increase of $53.5 million. These rate and volume changes for the
commercial loan portfolio were the largest contributors to the increase in
interest income. With high levels of competition in the local lending market for
indirect auto and mobile home loans, the Company intends to continue to
emphasize the origination of these loans, which add to the Company s customer
base for potential business. This emphasis, as seen in the preceding tables, has
resulted in increases in average balances for consumer loans for the three-month
and nine-month periods ended September 30, comparing 1995 with 1994. This has
been joined by increases in yields to provide significant increases in interest
income. Real estate loans continue to contribute to interest income as average
balance increased $22.2 million to $292.1 million for the quarter ended
September 30, 1995 compared to quarter ended September, 1994. This period also
reflected an increase in yield from 8.02% to 8.21%. The nine-month period also
showed similar changes with an average balance increase from $273.8 million to
$286.1 million and a yield increase from 8.05% to 8.34%. Due to prepayments and
sales, the average balance of mortgage-backed securities decreased from $157.6
million to $130.2 million from the three months ended September 30, 1994 to the
three months ended September 30, 1995. This decrease in average balance was
almost entirely offset by an increase in yield from 6.73% for the quarter ended
September 30, 1994 to 7.36% for the quarter ended September 30, 1995. The nine-
month period reflected the same event as the average balance declined from
$156.7 million to $138.8 million and yields increased from 6.48% to 7.00% for
the nine-month periods ended September 30, 1994 and September 30, 1995. The
average balance of investment securities decreased from $90.5 million to $83.5
million, and the average yield increased from 5.85% to 6.49% from the three
months ended September 30, 1994 to the three months ended September 30, 1995.
The nine month comparison from September 30, 1994 to nine months ended September
30, 1995 reflected a large increase in the average balance from $69.4 million to
$88.7 million which resulted in a greater contribution to interest income even
though the yield for the nine-month period declined from 6.35% in 1994 to 6.28%
in 1995. Increases in interest income generated by real estate loans were
reflected for both the three-month and nine-month periods. This was caused
primarily by increased average balances from $269.9 million for the quarter
ended September 30, 1994 to $292.1 million for quarter ended September 30, 1995,
and from $273.8 million to $286.1 million for the nine-month period.
Contributions to interest income from other interest-earning assets, mainly
short-term cash equivalents, de creased as these assets were used to help fund
the growth in the loan portfolios.
Interest Expense
- ----------------
Total interest expense increased by $2.6 million for the quarter ended
September 30, 1995 as compared to the same period in 1994. The average balance
of all interest-bearing liabilities increased from $1,014.4 million for the
quarter ended September 30, 1994 to $1,066.5 million for the quarter ended
September 30, 1995. This increase accompanies an increase in the average rate
paid on all interest-bearing liabilities from 3.99% to 4.78% during the
respective period. This reflects the overall economic interest rate increases
and their impact on the Bank s market rate-sensitive deposits and short-term
borrowings. One component of the
11
<PAGE>
Item 2 - (continued)
change in interest-bearing liabilities is the average balance of borrowings
increasing from $84.5 million for the three months ended September 30, 1994 to
$108.0 million for the three months ended September 30, 1995. The larger
borrowing balance complements the growth in deposits to principally fund the
growth in the consumer and commercial loan areas. This increase was coupled with
an increase in the rate paid on such borrowings from 4.87% to 6.19% during this
period. The average balance of deposits increased from $929.9 million dur ing
the three months ended September 30, 1994 to $958.4 million during the same
period in 1995. The increase in the average balance of deposits and the 71 basis
point increase in the average rate paid on such funds resulted in an increase in
interest paid on deposits from $9.1 million for the third quarter of 1994 to
$11.1 million for the third quarter of 1995. Total interest expense increased
from $28.0 million to $37.4 mil lion for the nine-month periods ended September
30, 1994 and 1995, respectively. This increase was due somewhat to the elevation
in the Bank s average balance in interest-bearing liabilities; the average
increased from $986.7 million to $1,051.8 million. A larger contributor to the
rise in interest expense was the increase in the average cost of interest-
bearing liabilities from 3.79% to 4.75% generated by the higher interest rate
environment.
Provision for Credit Losses
- ---------------------------
The provision for credit losses increased from $0.9 million to $1.4 million
for the quarters ended Septem ber 30, 1994 and September 30, 1995, respectively.
For the nine-month period ended September 30, 1994 to the nine-month period
ended September 30, 1995, the provision increased from $2.8 million to $4.1
million. The allowance for possible credit losses remained constant at $15.8
million as of September 30, 1995 com pared to December 31, 1994. See Non-
performing Loans and Other Real Estate Owned". Management considers this level
of reserves adequate to cover potential credit losses.
Non-interest Income
- -------------------
Non-interest income increased from $1.4 million for the three months ended
September 30, 1994 to $1.6 million for the three months ended September 30,
1995, an increase of approximately 16%. This increase resulted primarily from
growth in the credit card merchant and consumer base resulting in an increase in
fee income of approximately 38% for quarter ended September 30, 1995 compared
with quarter ended September 30, 1994 and approximately 36% for the nine months
ended September 30, 1995 compared with September 30, 1994. Service charges on
deposit accounts increased 15% from the quarter ended September 30, 1994 to the
quarter ended September 30, 1995 with similar increases for the nine-month
periods. Other non-interest income items remained relatively stable. The total
non-interest income increased from $4.0 million for the nine months ended
September 30, 1994 to $4.5 million for the same period in 1995.
Gains (Losses) On Sale of Mortgages
- ------------------------------------
12
<PAGE>
Item 2 - (continued)
The practice of the Bank has been to sell or securitize long-term, fixed-rate
residential mortgage loans. As a result of this practice, the Bank sold $32.5
million of mortgage loans for the first nine months of 1995 as compared to
having securitized or sold $66.3 million for the first nine months of 1994. Of
the $69.5 million of residential mortgage loans originated in the first nine
months of 1995, $31.8 million were adjustable-rate loans which are maintained in
the portfolio of the Bank. The rise in interest rates during 1994 resulted in a
loss on sale of mortgages of $23,000 for the quarter ended September 30, 1994,
and $817,000 for the first nine months of 1994; loans were sold or marked-to-
market at rates higher than the origination rates. The first nine months of 1995
reflected a loss on sale of mortgages of $189,000 for the quarter ended
September 30, 1995 and a loss of $127,000 for the first nine months of 1995.
Non-interest Expense
- --------------------
Non-interest expense increased from $6.6 million to $6.7 million for the
quarters ended September 30, 1994 and 1995, respectively, and from $18.7 million
to $20.6 million for the nine months ended September 30, 1994 and 1995,
respectively. There were two items of note during the quarter that contributed
to fluctuations in non-interest expense. A recapitalization refund of $581,000
was received from the Federal Deposit Insur ance Corporation ( FDIC ). This
refund was based on the Bank Insurance Fund reaching a predetermined adequate
level of funding. This will result in lowered FDIC insurance assessments for the
fourth quarter for ward at an annual rate of 4 basis points per $100 of assessed
deposits compared to the 23 basis points previ ously charged.
During the quarter ended September 30, 1995, approximately $800,000 of
other real estate expense ( ORE ) was recognized. This is in keeping with
management s policy to closely monitor and write down ORE properties as needed
based on management s estimate of their net realizable value (less costs to
dispose). See further discussion in "Non-performing Loans and Other Real Estate
Owned".
Income Taxes
- ------------
The income tax expense was $2.3 million and $2.4 million for the quarters
ended September 30, 1994 and September 30, 1995, respectively. These taxes
decreased from $6.5 million to $6.4 million for the nine-month periods ended
September 30, 1994 and September 30, 1995, respectively.
Non-Performing Loans and Other Real Estate Owned ("ORE")
- --------------------------------------------------------
When a borrower fails to make a scheduled payment on a loan, the Company
attempts to cure the defi ciency by contacting the borrower and seeking payment.
Contacts are generally made within five business days after the expiration of
the payment grace period, set forth in the loan contract. In most cases,
deficiencies are cured promptly. If a delinquency extends beyond 60 days, the
loan and payment histories are reviewed and legal proceedings may be instituted
to remedy the default. While the Company generally prefers to work with
borrowers to resolve such problems, the Company does initiate foreclosure
proceedings
13
<PAGE>
Item 2 - (continued)
or pursues other legal collection procedures, as necessary, to minimize any
potential loss. Once the Company takes legal title to the property, it is
classified as other real estate owned ("ORE") on the Statement of Condition.
Loans are placed on a non-accrual status when, in the judgment of management,
the probability of collec tion of interest is deemed to be insufficient to
warrant further accrual. Such loans include potential problem loans where known
information about possible credit problems of borrowers has caused management to
have serious doubts as to the ability of such borrowers to comply with the loan
repayment terms. When a loan is placed on non-accrual status, previously accrued
but unpaid, interest is deducted from interest income. The Company does not
accrue interest on loans greater than 90 days or more past due for the payment
of interest unless the value of the collateral and active collection efforts
ensure full recovery. The following table sets forth information regarding non-
performing loans which are 90 days or more overdue and other real estate owned
held by the Company at the dates indicated.
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
---- ----
(Dollars In Thousands)
<S> <C> <C>
Commercial real estate loans:
Non-accrual loans $ 3,827 $ 2,286
Commercial loans:
Non-accrual loans 7,405 4,449
Consumer loans:
Accruing loans 90 days overdue 326 109
Residential real estate loans:
Non-accrual loans 1,322 1,037
------- -------
Total non-performing loans and accruing loans 90 days overdue $12,880 $ 7,881
======= =======
Total non-performing loans to total gross loans 1.36% 0.91%
Total real estate acquired in settlement of
loans at net realizable value $ 2,989 $ 3,234
Total non-performing loans and real estate acquired in settlement
of loans at net realizable value to total assets 1.30% 0.96%
</TABLE>
The Company has no troubled debt restructurings except as included in non-
accruing commercial loans. Total non-performing loans and other real estate
owned increased to $15.9 million, or 1.30% of total assets at September 30,
1995, compared to $11.1 million, or 0.96% of total assets at December 31, 1994.
At December 31, 1994, 30 non-performing residential real estate loans
totalled $1.0 million. At Septem ber 30, 1995, non-performing residential real
estate loans totalled $1.3 million and included 39 loans.
At December 31, 1994, non-performing commercial real estate loans totalled
$2.3 million, and included 5 loans ranging in size from $0.1 million to $1.4
million. At September 30, 1995, non-performing commercial real estate loans
increased to $3.8 million and consisted of 7 loans ranging in size from $61,000
to $2.0 mil lion. This increase reflects the balance of $2.0 million on a single
commercial real estate mortgage loan se cured by an office building which is
experiencing a high vacancy rate due to the loss of a major tenant. The Bank has
entered into a work-out arrangement with the borrower and established a loan
loss reserve
14
<PAGE>
Item 2 - (continued)
deemed adequate by management against the outstanding loan balance.
Non-performing commercial loans at December 31, 1994 totalled $4.4 million and
included 40 individual loans ranging in size from $1,000 to $1.6 million. At
September 30, 1995, non-performing commercial loans increased to $7.4 million
and consisted of 45 individual loans ranging in size from $2,000 to $2.5
million. This increase primarily reflects the remaining balance of $2.5 million
on a real estate secured loan which was classified as non-performing by
management after recognition of a partial charge-off in the amount of $0.6
million taken during the first quarter of 1995. The loan and all other non-
performing loans have been inter nally risk-rated and loan loss reserves
established deemed adequate by management.
The Company's policy is to charge-off all consumer loans before they become
non-accrual. At December 31, 1994, the Company had $109,000 of loans greater
than 90 days past due on which it was accruing interest, as compared to $326,000
at September 30, 1995. As of each date, the only such loans were consumer loans.
At September 30, 1995, the Bank had approximately $5.2 million of loans deemed
impaired under FAS 114. All of these loans have specific reserves of
approximately $1.6 million; $3.1 million of these loans have been written down
to their net realizable value by a write-off of $1.7 million.
At December 31, 1994, ORE, which is defined to include property acquired by
foreclosure or by deed in lieu of foreclosure, totalled $3.2 million, which
consisted of 18 single-family residential properties with a book value totalling
$1.3 million and 8 local commercial real estate properties with a book value of
$1.9 million. At September 30, 1995, ORE totalled $3.0 million, which consisted
of 11 single-family residential properties to talling $0.7 million and 15 local
commercial real estate properties with a book value of $2.3 million. See "-
Provision for Credit Losses".
Management reviews the adequacy of the allowance for possible credit losses
at least quarterly, applying projected loss ratios to the risk-ratings of loans
both individually and by category. The projected loss ratios incorporate such
factors as recent loss experience, current economic conditions and trends,
trends in past due and non-accrual amounts, the risk of characteristics of
various categories and concentrations of loans, transfer risks and other
pertinent factors.
15
<PAGE>
Item 2 - (continued)
The following table summarizes activity in the Company s allowance for possible
credit losses during the periods indicated:
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---- ---- ---- ----
(Dollars In Thousands)
Average gross loans outstanding $933,141 $834,473 $906,004 $823,498
======== ======== ======== ========
Allowance at beginning of period $ 15,576 $ 15,883 $ 15,847 $ 15,234
Charge-offs:
Commercial real estate loans 614 92 1,640 110
Consumer loans 237 181 760 572
Commercial loans 579 1,077 2,289 2,275
Residential real estate loans 0 1 57 1
-------- ------- -------- --------
Total loan charge-offs 1,430 1,351 4,746 2,958
Recoveries:
Commercial real estate loans 14 4 23 32
Consumer loans 106 72 256 249
Commercial loans 61 516 266 638
Residential real estate loans 0 0 16 0
-------- ------- -------- --------
Total recoveries 181 592 561 919
-------- ------- -------- --------
Net charge-offs 1,249 759 4,185 2,039
-------- ------- -------- --------
Provision for credit losses
charged to operating expenses 1,431 853 4,096 2,782
-------- ------- -------- --------
Allowance at end of period $ 15,758 $15,977 $ 15,758 $ 15,977
======== ======== ======== ========
Ratio of net charge-offs to:
Average gross loans
outstanding (annualized) 0.54% 0.36% 0.62% 0.33%
Ratio of allowance to:
Non-performing loans 122.34% 176.33% 122.34% 176.33%
Period-end loans outstanding 1.66% 1.90% 1.66% 1.90%
During the third quarter of 1995, the Bank charged-off $0.3 million of an out
of state commercial real estate loan on a medical office building. For the first
nine months of 1995, the total charge-offs relating to this property have
totalled $1.2 million. This loan and the effect of a $0.5 million recovery
realized during the third quarter of 1994 are the primary factors that
contributed to the increase in the three-month period and nine-month period
charge-offs and provision for credit losses as shown in the above chart. The
allowance for possible credit losses decreased slightly to $15.8 million, or
1.66% of gross loans outstanding at September 30, 1995, from $16.0 million, or
1.90% of total gross loans outstanding at September 30, 1994. This decrease in
the allowance for credit losses resulted from the recognition of credit losses
against established loan loss re serves. Management considers the current level
of loan loss reserves adequate to cover potential credit losses.
16
<PAGE>
Sources of Funds
- ----------------
Funding for the Company's assets is derived primarily from demand and time
deposits and long and short-term borrowings. The average balance of all
interest-bearing liabilities increased from $986.7 million for the nine-month
period ended September 30, 1994 to $1,051.8 million for the same period ended
September 30, 1995, an increase of $65.1 million. In order to provide the
Company with alternative funding sources, the Board of Directors authorized the
Company to use up to $50.0 million of brokered deposits. The Company continued
utilizing this authorization in the nine months of 1995 and held brokered
deposits of $20.0 million at September 30, 1995 compared to $40.0 million at
September 30, 1994.
Liquidity and Capital Resources
- -------------------------------
A fundamental objective of the Company is to effectively manage its
liquidity. Prudent liquidity manage ment insures that the Company can meet all
of its contractual obligations, meet its customers' loan demands, fund all of
its operations and minimize the effects of interest rate fluctuation on
earnings.
The Company's primary sources of funds have consisted of deposits,
amortization and prepayments of outstanding loans, bond maturities, and such
other sources as long and short-term borrowings including institu tional
repurchase agreements, sales of investment securities, loans, and mortgage-
backed securities. At Sep tember 30, 1995, the total of approved loan
commitments amounted to $38.7 million. Scheduled maturities of borrowings during
the next twelve months are $119.8 million. Savings certificates, which are
scheduled to mature during the next twelve months, totalled $337.9 million.
Management expects that a substantial portion of these maturing certificates
will remain on deposit with the Company. At September 30, 1995, the Company had
long-term borrowings of $1.5 million.
At September 30, 1995, the Company's Tier I leverage ratio, as defined in
guidelines, was 9.46%, which exceeds the current requirements for the Company.
On September 30, 1995, the Company s total capital-to-risk-weighted assets
ratio, calculated under the Federal Reserve Board's risk-based capital
requirements, was 12.81%.
The Company's book value per common share increased from $24.90 at December
31, 1994 to $27.41 at September 30, 1995.
Impact of Inflation and Changing Prices
- ---------------------------------------
The financial statements and related data presented herein have been prepared
in accordance with gener ally accepted accounting principles which require the
measurement of financial position and operating results in terms of historical
dollars, without considering changes in the relative purchasing power of money
over time due to inflation.
17
<PAGE>
Item 2 - (continued)
Unlike most industrial companies, virtually all of the assets and liabilities
of a financial institution are monetary in nature. As a result, interest rates
have a more significant impact on a financial institution's perfor mance than
the effects of general levels of inflation. Interest rates do not necessarily
move in the same direc tion or in the same magnitude as the price of goods and
services.
Market Prices and Related Shareholder Matters
- ---------------------------------------------
The stock of the Company is listed on The Nasdaq Stock Market National Market
System under the sym bol "BSBN". As of September 30, 1995, the Company had 1,535
shareholders of record and 4,206,623 shares of outstanding common stock. The
number of shareholders does not reflect persons or entities who hold their stock
in nominee or "street" name through various brokerage firms.
The following table sets forth the market price information as reported by
The Nasdaq Stock Market for the common stock.
Cash
Price Range Dividends
1994 High Low Per Share
- ---- ---- --- ---------
First Quarter $25.00 $22.00 $0.19
Second Quarter 29.00 21.50 0.19
Third Quarter 29.50 26.75 0.19
Fourth Quarter 29.00 26.50 0.22
1995
- ----
First Quarter $29.25 $27.00 $0.22
Second Quarter 31.00 27.00 0.22
Third Quarter 32.00 30.00 0.22
18
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1 - Legal Proceedings
-----------------
Not applicable
Item 2 - Change in Securities
--------------------
Not applicable
Item 3 - Defaults upon Senior Securities
-------------------------------
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable
Item 5 - Other Information
-----------------
Not applicable
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
Not applicable
19
<PAGE>
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 thereunto duly authorized.
BSB Bancorp, Inc.
Date: 11/14/95 By: William H. Rincker
------------ ------------------
WILLIAM H. RINCKER
Chairman of the Board and
Chief Executive Officer
Date: 11/14/95 By: Edward R. Andrejko
------------ ------------------
EDWARD R. ANDREJKO
Senior Vice President and
Chief Financial Officer
20
<PAGE>
INDEX
-----
PART I. FINANCIAL INFORMATION PAGE
--------------------- ----
Item 1: Financial Statements
Consolidated Statements of Condition
September 30, 1995 and December 31, 1994 1
Consolidated Statements of Income Three Months
and Nine Months Ended September 30,
1995 and September 30, 1994 2
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1995
and September 30, 1994 3
Consolidated Statements of Changes in
Shareholders' Equity Nine Months Ended
September 30, 1995 and September 30, 1994 4
Notes to Consolidated Financial Statements 5-6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-18
PART II. OTHER INFORMATION
-----------------
Item 1-6 19
Signature Page 20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 31,005
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 201,750
<INVESTMENTS-CARRYING> 17,003
<INVESTMENTS-MARKET> 17,794
<LOANS> 950,030
<ALLOWANCE> 15,758
<TOTAL-ASSETS> 1,220,674
<DEPOSITS> 969,630
<SHORT-TERM> 119,818
<LIABILITIES-OTHER> 14,440
<LONG-TERM> 1,500
<COMMON> 48
0
0
<OTHER-SE> 115,238
<TOTAL-LIABILITIES-AND-EQUITY> 1,220,674
<INTEREST-LOAN> 62,284
<INTEREST-INVEST> 11,462
<INTEREST-OTHER> 30
<INTEREST-TOTAL> 73,776
<INTEREST-DEPOSIT> 32,627
<INTEREST-EXPENSE> 37,437
<INTEREST-INCOME-NET> 36,339
<LOAN-LOSSES> 4,096
<SECURITIES-GAINS> (88)
<EXPENSE-OTHER> 20,565
<INCOME-PRETAX> 15,979
<INCOME-PRE-EXTRAORDINARY> 15,979
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,574
<EPS-PRIMARY> 2.24
<EPS-DILUTED> 2.24
<YIELD-ACTUAL> 8.79
<LOANS-NON> 12,554
<LOANS-PAST> 326
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 15,847
<CHARGE-OFFS> 4,746
<RECOVERIES> 561
<ALLOWANCE-CLOSE> 15,758
<ALLOWANCE-DOMESTIC> 15,758
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
