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
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For the quarter ended |
September 30, 2004 |
Or
___ Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period for _______________ to _______________
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Commission File Number |
1-14588 |
Northeast Bancorp
__________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
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Maine |
01-042506 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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158 Court Street, Auburn, Maine |
04210 |
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(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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes _ No X
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 12, 2004, the registrant had outstanding 2,509,252 shares of common stock, $1.00 stated value per share.
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Part I. |
Financial Information |
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Item 1. |
Consolidated 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 Stockholders' 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. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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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) | |||||
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September 30, |
June 30, | ||||
| 2004 | 2004 | ||||
| Assets | |||||
| Cash and due from banks | $ 12,699,748 | $ 13,955,361 | |||
| Interest bearing deposits | 643,243 | 692,424 | |||
| Total cash and cash equivalents | 13,342,991 | 14,647,785 | |||
| Available for sale securities, at market value | 67,476,640 | 67,471,144 | |||
| Loans held for sale | 237,350 | 545,722 | |||
| Loans receivable | 448,586,994 | 432,594,348 | |||
| Less allowance for loan losses | 4,752,000 | 4,577,000 | |||
| Net loans | 443,834,994 | 428,017,348 | |||
| Premises and equipment, net | 3,880,995 | 4,353,208 | |||
| Aquired assets - net | 65,658 | 38,583 | |||
| Accrued interest receivable - loans | 1,638,694 | 1,725,894 | |||
| Accrued interest receivable - investments | 438,239 | 467,275 | |||
| FHLB and FRB stock, at cost | 7,050,000 | 6,644,500 | |||
| Goodwill | 407,897 | 407,897 | |||
| Intangible
assets, net of accumulated amortization of $1,899,232 at 09/30/04 and
$1,875,835 at 6/30/04 |
2,365,996 | 328,893 | |||
| Bank owned life insurance (BOLI) | 7,839,099 | 7,759,944 | |||
| Other assets | 6,544,717 | 6,345,707 | |||
| Total assets | $ 555,123,270 | $ 538,753,900 | |||
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| Liabilities and Stockholders' Equity | |||||
| Liabilities: | |||||
| Deposits | |||||
| Demand | $ 36,816,953 | $ 37,799,644 | |||
| NOW | 73,776,479 | 64,317,533 | |||
| Money market | 16,155,934 | 17,553,102 | |||
| Regular savings | 29,340,311 | 28,804,916 | |||
| Brokered time deposits | 94,948,415 | 96,713,190 | |||
| Certificates of deposit | 142,679,104 | 132,631,344 | |||
| Total deposits | 393,717,196 | 377,819,729 | |||
| FHLB advances | 71,633,978 | 82,977,634 | |||
| Other borrowings | 683,104 | - | |||
| Securities sold under repurchase agreements | 34,204,180 | 24,884,869 | |||
| Junior subordinated debentures issued to affiliated trusts | 13,580,849 | 13,580,849 | |||
| Other liabilities | 3,215,433 | 3,037,799 | |||
| Total liabilities | 517,034,740 | 502,300,880 | |||
| Commitments and contingent liabilities | |||||
| Stockholders' equity | |||||
| Preferred stock, cumulative, $1 par value, 1,000,000 shares authorized and none issued and outstanding | - | - | |||
| Common
stock, at stated value, 15,000,000 shares authorized; 2,525,102 and
2,525,416 shares outstanding at September 30, 2004 and June 30, 2004, respectively |
2,525,102 | 2,525,416 | |||
| Additional paid in capital | 6,802,307 | 6,943,894 | |||
| Retained earnings | 29,109,462 | 28,380,678 | |||
| Accumulated other comprehensive (loss) | (348,341) | (1,396,968) | |||
| Total stockholders' equity | 38,088,530 | 36,453,020 | |||
| Total liabilities and stockholders' equity | $ 555,123,270 | $ 538,753,900 | |||
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| NORTHEAST BANCORP AND SUBSIDIARIES | ||||
| Consolidated Statements of Income | ||||
| (Unaudited) | ||||
| Three Months Ended | ||||
| September 30, | ||||
| 2004 | 2003 | |||
| Interest and dividend income: | ||||
| Interest on loans | $ 6,830,932 | $ 6,205,283 | ||
| Interest on FHLB overnight deposits | 6,464 | 6,143 | ||
| Interest and dividends on available for sale securities | 677,282 | 367,494 | ||
| Dividends on Federal Home Loan Bank stock | 52,133 | 51,081 | ||
| Other interest income | 1,090 | 1,028 | ||
| Total interest and dividend income | 7,567,901 | 6,631,029 | ||
| Interest expense: | ||||
| Deposits | 1,973,528 | 1,613,636 | ||
| Repurchase agreements | 79,399 | 65,988 | ||
| FHLB advances | 957,474 | 1,167,169 | ||
| Junior subordinated debentures | 281,151 | 176,520 | ||
| Total interest expense | 3,291,552 | 3,023,313 | ||
| Net interest income before provision for loan losses | 4,276,349 | 3,607,716 | ||
| Provision for loan losses | 300,137 | 240,000 | ||
| Net interest income after provision for loan losses | 3,976,212 | 3,367,716 | ||
| Noninterest income: | ||||
| Fees and service charges on loans | 60,550 | 148,959 | ||
| Fees for other services to customers | 241,930 | 241,671 | ||
| Net securities gains | 1,564 | 43,495 | ||
| (Loss)gain on trading activities | (160) | 7,065 | ||
| Gain on sales of loans | 51,904 | 431,166 | ||
| Investment and insurance commissions | 552,169 | 444,868 | ||
| BOLI income | 92,997 | 103,260 | ||
| Other income | 162,985 | 77,728 | ||
| Total noninterest income | 1,163,939 | 1,498,212 | ||
| Noninterest expense: | ||||
| Salaries and employee benefits | 2,278,852 | 2,002,693 | ||
| Occupancy expense | 309,776 | 310,071 | ||
| Equipment expense | 255,710 | 258,806 | ||
| Intangible assets amortization | 23,397 | 66,468 | ||
| Other | 886,079 | 889,853 | ||
| Total noninterest expense | 3,753,814 | 3,527,891 | ||
| Income before income taxes | 1,386,337 | 1,338,037 | ||
| Income tax expense | 430,221 | 421,656 | ||
| Net income | $ 956,116 | $ 916,381 | ||
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| Earnings per common share: | ||||
| Basic | $ 0.38 | $ 0.36 | ||
| Diluted | $ 0.37 | $ 0.35 | ||
| Net interest margin | 3.28% | 3.28% | ||
| Net interest spread | 3.05% | 2.99% | ||
| Return on average assets (annualized) | 0.74% | 0.78% | ||
| Return on average equity (annualized) | 10.74% | 9.89% | ||
| Efficiency ratio | 69% | 69% | ||
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| NORTHEAST BANCORP AND SUBIDIARIES | ||||||||
| Consolidated Statements of Changes in Stockholders' Equity | ||||||||
| Three Months Ended September 30, 2004 and 2003 | ||||||||
| (Unaudited) | ||||||||
| Accumulated | ||||||||
| Additional | Other | |||||||
| Common | Paid-in | Retained | Comprehensive | Treasury | ||||
| Stock | Capital | Earnings | Income (Loss) | Stock | Total | |||
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Balance at June 30, 2003 |
$ 2,786,095 | $ 10,381,692 | $ 25,756,832 | $ 91,169 | $ (2,516,340) | $ 36,499,448 | ||
| Net income for three months ended 9/30/03 | - | - | 916,381 | - | - | 916,381 | ||
| Other
comprehensive income net of tax: |
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| Net unrealized losses on investments available for sale, net of reclassification adjustment | - | - | - | (283,682) | - | (283,682) | ||
| Total comprehensive income | - | - | - | - | - | 632,699 | ||
| Dividends on common stock at $0.08 per share | - | - | (211,746) | - | - | (211,746) | ||
| Common stock issued in connection with employee benefit and stock option plan | - | 21,890 | - | - | 66,232 | 88,122 | ||
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Balance at September 30, 2003 |
2,786,095 | 10,403,582 | 26,461,467 | (192,513) | (2,450,108) | 37,008,523 | ||
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| Balance at June 30, 2004 | $ 2,525,416 | $ 6,943,894 | $ 28,380,678 | $ (1,396,968) | $ - | $ 36,453,020 | ||
| Net income for three months ended 9/30/04 | - | - | 956,116 | - | - | 956,116 | ||
| Other comprehensive income net of tax: | ||||||||
| Net unrealized losses on investments available for sale, net of reclassification adjustment | - | - | - | 1,048,627 | - | 1,048,627 | ||
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Total comprehensive income |
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- | - | - | - | 2,004,743 | ||
| Dividends on common stock at $0.09 per share | - | - | (227,332) | - | - | (227,332) | ||
| Purchase of 10,000 shares of Company stock | (10,000) | (180,000) | - | - | - | (190,000) | ||
| Common stock issued in connection with employee benefit and stock option plan | 9,686 | 38,413 | - | - | - | 48,099 | ||
| Balance at September 30, 2004 | 2,525,102 | 6,802,307 | 29,109,462 | (348,341) | - | 38,088,530 | ||
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| Page 6 | ||
| NORTHEAST BANCORP AND SUBSIDIARIES | ||
| Consolidated Statements of Cash Flows | ||
| (Unaudited) | ||
| Three Months Ended | ||
| September 30, | ||
| 2004 | 2003 | |
| Cash provided by operating activities: | $ 1,465,299 | $ 4,368,337 |
| Cash flows from investing activities: | ||
| Federal Reserve stock purchased | (405,500) | - |
| Available for sale securities purchased | (659,555) | (11,148,682) |
| Available for sale securities matured | 2,128,164 | 1,982,661 |
| Available for sale securities sold | 75,477 | 6,413,944 |
| Net change in loans | ||