Page 1
UNITED STATES
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 quarter ended |
September 30, 2002 |
Or
___ Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period for _______________ to _______________
|
Commission File Number |
1-14588 |
Northeast Bancorp
__________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
|
Maine |
01-042506 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
158 Court Street, Auburn, Maine |
04210 |
|
(Address of Principal executive |
(Zip Code) |
(207) 777-6411
___________________________________________________________________________
Registrant's telephone number, including area code
Not Applicable
___________________________________________________________________________
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 subjected 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 November 08, 2002, the registrant had outstanding 2,647,466
shares of common stock, $1.00 par value per share.
Page 2
|
Part I. |
Financial Information |
|
|
Item 1. |
Financial Statements (Unaudited) |
|
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Consolidated Balance Sheets |
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Consolidated Statements of Income |
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Consolidated Statements of Changes in Shareholders' Equity |
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Consolidated Statements of Cash Flows |
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Notes to Consolidated Financial Statements |
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Item 2. |
Management's Discussion and Analysis of Results of Operations
and Financial
Condition |
|
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Item 3. |
Quantitative and Qualitative Disclosure about Market Risk |
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Item 4. |
Controls and Procedures |
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|
Part II. |
Other Information |
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Item 1. |
Legal Proceedings |
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Item 2. |
Changes in Securities |
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Item 3. |
Defaults Upon Senior Securities |
|
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Item 4. |
Submission of Matters to a Vote of Security Holders |
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Item 5. |
Other Information |
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Item 6. |
Exhibits and Reports on Form 8-K |
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| Page 3 | ||
| PART 1 - FINANCIAL INFORMATION | ||
| Item 1. Financial Statements | ||
| NORTHEAST BANCORP AND SUBSIDIARIES | ||
| Consolidated Balance Sheets | ||
| (Unaudited) | ||
| September 30, | June 30, | |
| 2002 | 2002 | |
| ________________ | ________________ | |
| Assets | ||
| Cash and due from banks | $ 9,563,120 | $ 14,343,009 |
| Interest bearing deposits | 620,136 | 674,083 |
| Federal Home Loan Bank overnight deposits | 15,946,000 | 3,732,000 |
| Available for sale securities | 19,541,947 | 32,440,386 |
| Loans held for sale | 1,382,650 | 611,210 |
| Loans | 384,327,484 | 374,634,119 |
| Less allowance for loan losses | 3,650,000 | 3,496,000 |
| _______________ | _______________ | |
| Net loans | 380,677,484 | 371,138,119 |
| Premises and equipment, net | 4,099,552 | 4,150,197 |
| Federal Home Loan Bank stock | 6,644,500 | 6,644,500 |
| Aquired assets - net | 444,061 | 586,642 |
| Goodwill | 407,897 | 407,897 |
| Intangible assets, net of accumulated amortization of $1,421,479 at | ||
| 09/30/02 and $1,355,010 at 6/30/02 | 783,250 | 849,718 |
| Other assets | 15,872,856 | 6,638,156 |
| _______________ | _______________ | |
| Total Assets | $ 455,983,453 | $ 442,215,917 |
|
=============== |
=============== |
|
| Liabilities and Shareholders' Equity | ||
| Liabilities: | ||
| Deposits | $ 314,848,335 | $ 303,197,646 |
| Securities Sold Under Repurchase Agreements | 10,376,032 | 8,871,642 |
| Advances from the Federal Home Loan Bank | 85,205,572 | 85,956,608 |
| Other Liabilities | 2,807,617 | 2,286,232 |
| _______________ | _______________ | |
| Total Liabilities | 413,237,556 | 400,312,128 |
| Guaranteed Preferred Beneficial Interest in the | ||
| Company's Junior Subordinated Debentures | 7,172,998 | 7,172,998 |
| Shareholders' Equity: | ||
| Preferred stock, cumulative, $1.00 par value, 1,000,000 shares authorized | ||
| and none issued and outstanding | - | - |
| Common stock, $1.00 par value, 15,000,000 shares authorized; 2,786,095 | ||
| shares issued and 2,649,212 and 2,647,712 shares outstanding | ||
| at 09/30/02 and 06/30/02, respectively | 2,786,095 | 2,786,095 |
| Additional paid in capital | 10,376,842 | 10,374,285 |
| Retained earnings | 23,443,882 | 22,748,760 |
| Accumulated other comprehensive income | 310,148 | 178,162 |
| _______________ | _______________ | |
| 36,916,967 | 36,087,302 | |
| _______________ | _______________ | |
| Treasury Stock at cost, 136,883 and 138,383 shares at 09/30/02 and | ||
| 6/30/02, respectively. | (1,344,068) | (1,356,511) |
| _______________ | _______________ | |
| Total Shareholders' Equity | 35,572,899 | 34,730,791 |
| _______________ | _______________ | |
| Total Liabilities and Shareholder' Equity | $ 455,983,453 | $ 442,215,917 |
|
=============== |
=============== |
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| Page 4 | ||
| NORTHEAST BANCORP AND SUBSIDIARIES | ||
| Consolidated Statements of Income | ||
| (Unaudited) | ||
| Three Months Ended | ||
| September 30, | ||
| 2002 | 2001 | |
| ___________________ | ___________________ | |
| Interest and Dividend Income: | ||
| Interest on FHLB overnight deposits | $ 30,364 | $ 68,073 |
| Interest on Loans & Loans held for sale | 7,014,612 | 7,999,536 |
| Interest on available for sale securities | 329,993 | 321,212 |
| Dividends on Federal Home Loan Bank stock | 62,804 | 93,787 |
| Other Interest Income | 2,807 | 4,402 |
| _________________ | _________________ | |
| Total Interest and Dividend Income | 7,440,580 | 8,487,010 |
| Interest Expense: | ||
| Deposits | 2,279,131 | 3,181,049 |
| Repurchase agreements | 26,134 | 61,708 |
| Trust preferred securities | 176,520 | 176,520 |
| Other borrowings | 1,210,089 | 1,443,299 |
| _________________ | _________________ | |
| Total Interest Expense | 3,691,874 | 4,862,576 |
| _________________ | _________________ | |
| Net Interest Income | 3,748,706 | 3,624,434 |
| Provision for loan losses | 225,476 | 210,323 |
| _________________ | _________________ | |
| Net interest income after Provision for Loan Losses | 3,523,230 | 3,414,111 |
| Other Income: | ||
| Service charges | 353,252 | 373,840 |
| Net securities gains | 182,850 | 11,036 |
| Net gain on sale of loans | 118,551 | 178,003 |
| Investment/Insurance commissions | 297,090 | 273,066 |
| Other | 82,330 | 44,125 |
| _________________ | _________________ | |
| Total Other Income | 1,034,073 | 880,070 |
| Other Expenses: | ||
| Salaries and employee benefits | 1,785,327 | 1,504,306 |
| Net occupancy expense | 269,008 | 198,696 |
| Equipment expense | 212,062 | 180,462 |
| Intangible assets amortization | 66,468 | 43,071 |
| Other | 843,019 | 921,748 |
| _________________ | _________________ | |
| Total Other Expenses | 3,175,884 | 2,848,283 |
| _________________ | _________________ | |
| Income Before Income Taxes | 1,381,419 | 1,445,898 |
| Income tax expense | 474,480 | 503,537 |
| _________________ | _________________ | |
| Net Income | $ 906,939 | $ 942,361 |
|
================= |
================= |
|
| Earnings Per Common Share | ||
| Basic | $ .34 | $ 0.37 |
| Diluted | $ .34 | $ 0.36 |
| Net interest margin | 3.57% | 3.49% |
| Net interest spread | 3.12% | 2.91% |
| Return on average assets (annualized) | 0.83% | 0.87% |
| Return on average equity (annualized) | 10.23% | 12.04% |
| Efficiency ratio | 66% | 63% |
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Page 5 |
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|
NOTHEAST BANCORP AND SUBSIDIARIES |
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Accumulated |
|
|
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Balance at June 30, 2001 |
$ 2,786,095 |
$ 10,267,067 |
$ 19,544,871 |
$ (177,719) |
$ (1,975,297) |
$ 30,445,017 |
|
Net income for the three months ended 9/30/01 |
- |
- |
942,361 |
- |
- |
942,361 |
|
Adjustment of net unrealized loss/gain for Securities available for sale |
|
|
|
|
|
|
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Total Comprehensive income |
- |
- |
- |
- |
- |
1,263,123 |
|
Treasury stock purchased |
- |
- |
- |
- |
- |
- |
|
Dividends on common stock at $0.06 per share |
- |
- |
(160,903) |
- |
- |
(160,903) |
|
Common stock issued in connection with employee benefit and stock option plans |
|
|
|
|
|
|
|
Balance at September 30, 2001 |
$ 2,786,095 |
$ 10,268,848 |
$ 20,326,329 |
$ 143,043 ========== |
$ (1,925,297) |
$ 31,599,018 |
|
Balance at June 30, 2002 |
$ 2,786,095 |
$ 10,374,285 |
$ 22,748,760 |
$ 178,162 |
$ (1,356,511) |
$ 34,730,791 |
|
Net income for the three months ended 9/30/02 |
- |
- |
906,939 |
- |
- |
906,939 |
|
Adjustment of net unrealized loss/gain for Securities available for sale |
|
|
|
|
|
|
|
Total Comprehensive income |
- |
- |
- |
- |
- |
1,038,925 |
|
Dividends on common stock at $0.08 per share |
- |
- |
(211,817) |
- |
- |
(211,817) |
|
Common stock issued in connection with employee benefit and stock option plans |
|
|
|
|
|
|
|
Balance at September 30, 2002 |
$ 2,786,095 |
$ 10,376,842 |
$ 23,443,882 |
$ 310,148 |
$ (1,344,068) |
$ 35,572,899 |
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========== |
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| Page 6 | ||
| NORTHEAST BANCORP AND SUBSIDIARIES | ||
| Consolidated Statements of Cash Flows | ||
| (Unaudited) | ||
| Three Months Ended | ||
| September 30, | ||
| 2002 | 2001 | |
| ___________________ | ___________________ | |
| Cash provided by operating activities | $ 777,206 | $ 1,119,298 |
| Cash flows from investing activities: | ||
| Available for sale securities purchased | (152,089) | (436,747) |
| Available for sale securities matured | 1,125,807 | 1,623,007 |
| Available for sale securities sold | 10,198,300 | 22,287 |
| Net change in loans | (9,936,624) | 3,161,400 |
| Net capital expenditures | (86,173) | (11,592) |
| Proceeds from sale of acquired assets | 390,510 | 275,024 |
| Real estate held for investment sold | - | 45,893 |
| Bank ownd life insurance purchased | (7,143,999) | - |
| ________________ | ________________ | |
| Net cash (used) provided by investing activities | (5,604,268) | 4,679,272 |
| Cash flows from financing activities: | ||
| Net change in deposits | 11,650,689 | 13,758,791 |
| Net change in repurchase agreements | 1,504,390 | 1,184,740 |
| Dividends paid | (211,817) | (160,903) |
| Proceeds from stock issuance | 15,000 | 51,781 |
| Net decrease in advances from Federal Home Loan Bank of Boston | (751,036) | (18,832,400) |
| ________________ | ________________ | |
| Net cash provided (used in) in financing activities | 12,207,226 | (3,997,991) |
| ________________ | ________________ | |
| Net increase in cash and cash equivalents | 7,380,164 | 1,800,579 |
| Cash and cash equivalents, beginning of period | 18,749,092 | 14,188,265 |
| ________________ | ________________ | |
| Cash and cash equivalents, end of period | $ 26,129,256 | $ 15,988,844 |
|
================ |
================ |
|
| Cash and cash equivalents include cash on hand, amounts due | ||
| from banks and interest bearing deposits. | ||
| Supplemental schedule of noncash activities: | ||
| Net change in valuation for unrealized gains, net of tax, on | ||
| available for sale securities | 131,986 | 320,762 |
| Net transfer from loans to acquired assets | 253,929 | 214,780 |
| Supplemental disclosure of cash paid during the period for: | ||
| Income taxes paid, net of refunds | - | - |
| Interest paid | 3,682,709 | 4,905,242 |
Page 7
NORTHEAST BANCORP AND SUBSIDIARIES1. Basis of Presentation
The accompanying unaudited condensed and consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended September 30,
2002 are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2003. For further information, refer to the audited
consolidated financial statements and footnotes thereto for the fiscal year
ended June 30, 2002 included in the company's Annual Report on Form 10-K.
2. Guaranteed Preferred Beneficial Interests in the Company's
Junior Subordinated Debentures
NBN Capital Trust ("NBNCT") a Delaware statutory trust, was created
in October of 1999. The NBNCT exists for the exclusive purpose of (i) issuing
and selling Common Securities and Preferred Securities to the public (together
the "Trust Securities"), (ii) using the proceeds of the sale of Trust
Securities to acquire 9.60% Junior Subordinated Deferrable Interest Debentures
("Junior Subordinated Debentures") issued by the Company, and (iii)
engaging only in those other activities necessary, convenient, or incidental
thereto (such as registering the transfer of the Trust Securities). Accordingly
the Junior Subordinated Debentures are the sole assets of the NBNCT. The
Preferred Securities accrue and pay distributions quarterly at an annual rate of
9.60% of the stated liquidation amount of $7.00 per Preferred Security. The
Company has fully and unconditionally guaranteed all of the obligations of NBNCT.
The guaranty covers the quarterly distributions and payments on liquidation or
redemption of the Preferred Securities, but only to the extent of funds held by
NBNCT. NBNCT had sold $7,172,998 of its trust preferred securities to the public
and $221,851 of its Common Securities to the Company. The Preferred Securities
are mandatorily redeemable upon the maturity of the Junior Subordinated
Debentures on March 31, 2029 or upon earlier redemption as provided in the
Indenture. The Company has the right to redeem the Junior Subordinated
Debentures, in whole or in part on or after March 31, 2004 at redemption price
specified in the Indenture plus any accrued but unpaid interest to the
redemption date. The Company owns all of the Common Securities of NBNCT, the
only voting security, and as a result it is a subsidiary of the Company.
3. Loans
The following is a summary of the composition of loans at:
|
September 30, 2002 |
June 30, 2002 |
|
|
Residential real estate |
160,130,838 |
$ 159,566,886 |
|
Commercial real estate |
81,283,681 |
80,423,303 |
|
Construction |
9,365,193 |
8,958,052 |
|
Commercial |
53,675,103 |
48,535,162 |
|
Consumer & Other |
76,979,043 |
74,267,760 |
|
Total |
381,433,858 |
371,751,163 |
|
Net Deferred Costs |
2,893,626 |
2,882,956 |
|
Net Loans |
$ 384,327,484 |
$ 374,634,119 |
Page 8
4. Allowance for Loan Losses
The following is an analysis of transactions in the allowance for loan
losses:
|
Three Months Ended |
||
|
2002 |
2001 |
|
|
Balance at beginning of year |
$ 3,496,000 |
$ 3,778,000 |
|
Add provision charged to operations |
225,476 |
210,323 |
|
Recoveries on loans previously charge off |
114,833 |
48,691 |
|
3,836,309 |
4,037,014 |
|
|
Less loans charged off |
186,309 |
219,014 |
|
Balance at end of period |
$ 3,650,000 |
$ 3,818,000 |
5. Securities
Securities available for sale at cost and approximate market values and maturities are summarized below:
|
September 30, 2002 |
June 30, 2002 |
|||
|
|
Market |
|
Market |
|
|
Debt securities issued by the |
|
|
|
|
|
Corporate bonds |
149,951 |
149,274 |
149,938 |
154,125 |
|
Mortgage-backed securities |
17,322,669 |
18,140,559 |
18,448,558 |
18,912,078 |
|
Equity securities |
1,599,405 |
1,252,114 |
1,483,350 |
1,197,308 |
|
$ 19,072,025 |
$ 19,541,947 |
$ 32,170,444 |
$ 32,440,386 |
|
|
|
Market |
|
Market |
|
|
Due in one year or less |
$ -- |
$ -- |
$ 5,082,410 |
$ 5,113,281 |
|
Due after one year through |
|
|
|
|
|
Mortgage-backed securities |
|
|
|
|
|
Equity securities |
1,599,405 |
1,252,114 |
1,483,350 |
1,197,308 |
|
$ 19,072,025 |
$ 19,541,947 |
$ 32,170,444 |
$ 32,440,386 |
Page 9
6. Deposits.
The following is a summary of the composition of deposits at:
|
September 30, 2002 |
June 30,
2002 |
|
|
Demand |
$ 30,076,783 |
$ 28,252,757 |
|
NOW |
80,196,054 |
62,468,856 |
|
Money Market |
15,769,633 |
15,879,962 |
|
Regular Savings |
22,296,420 |
23,021,132 |
|
Brokered Deposits |
20,843,316 |
24,463,179 |
|
Certificates of Deposit |
145,666,129 |
149,111,760 |
|
Total Deposits |
$ 314,848,335 |
$ 303,197,646 |
7. Advances from the Federal Home Loan Bank
A summary of borrowings from the Federal Home Loan Bank is as follows:
|
September 30, 2002 |
||
|
|
|
Maturity Dates |
|
$ 6,463,976 |
4.34% - 6.67% |
2003 |
|
28,900,155 |
3.98% - 6.07% |
2004 |
|
30,841,441 |
3.11% - 6.79% |
2005 |
|
1,000,000 |
5.55% |
2006 |
|
3,000,000 |
3.56% |
2007 |
|
8,000,000 |
5.59% - 5.68% |
2008 |
|
7,000,000 |
4.50% - 4.99% |
2011 |
|
$ 85,205,572 |
||
|
June 30, 2002 |
||
|
Principal ___________________ |
Interest |
Maturity Dates |
|
$ 9,478,495 |
1.84% - 6.64% |
2003 |
|
17,478,113 |
4.78% - 6.67% |
2004 |
|
17,000,000 |
3.11% - 6.65% |
2005 |
|
27,000,000 |
5.52% - 6.79% |
2006 |
|
8,000,000 |
5.59% - 5.68% |
2008 |