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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NUMBER 0-16143
FIRST ESSEX BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2943217
State or jurisdiction of (I.R.S. Employer incorporation
incorporation or organization) or organization Identification No.)
71 MAIN STREET, ANDOVER, MA 01810
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 681-7500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(TITLE OF CLASS)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy of information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the closing sale price on The NASDAQ
Stock Market on March 15, 2001 was $143,914,785.
As of March 15, 2001, 7,343,234 shares of the registrant's common stock, $.10
par value, were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
Selected information from the Registrant's Proxy Statement for the annual
meeting to be held May 3, 2001, to be filed with the Securities and Exchange
Commission within 120 days after December 31, 2000, is incorporated by reference
into Part III of this report.
CAUTIONARY STATEMENT FOR PURPOSES OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
First Essex Bancorp, Inc. ("First Essex" or the "Company") desires to take
advantage of the "safe harbor" provisions of The Private Securities Litigation
Reform Act of 1995. This report contains certain "forward-looking statements"
including statements concerning plans, objectives, future events or performance,
assumptions and other statements which are other than statements of historical
fact. The Company wishes to caution readers that the following important
factors, among others, may have affected, and could in the future affect, the
Company's actual results and could cause the Company's actual results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company herein: (i) the
effect of changes in laws and regulations, including federal and state banking
laws and regulations, with which the Company and the Bank must comply, the cost
of compliance either currently or in the future as applicable; (ii) the effect
of changes in accounting policies and practices, as may be adopted by the
regulatory agencies as well as by the Financial Accounting Standards Board, or
of changes in the Company's organization, compensation and benefit plans; (iii)
the effect on the Company's competitive position within its market area,
increasing consolidation within the banking industry, and increasing competition
from larger regional and out-of-state banking organizations as well as nonbank
providers of various financial services; (iv) the effect of unforeseen changes
in interest rates; and (v) the effect of changes in the business cycle and
downturns in the New England and national economy.
ii
TABLE OF CONTENTS
PART I
Item 1. Business 1
Item 2. Properties 9
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market for the Registrant's Equity and Related Stockholder Matters 12
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 26
Item 8. Financial Statements and Supplementary Data 31
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 68
PART III
Item 10. Directors and Executive Officers of the Registrant 68
Item 11. Executive Compensation 68
Item 12. Security Ownership of Certain Beneficial Owners and Management 68
Item 13. Certain Relationships and Related Transactions 68
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 69
iii
PART I
ITEM 1. BUSINESS
GENERAL
FIRST ESSEX BANCORP, INC.
The Company is a Delaware corporation whose primary activity is to act as the
parent holding company for First Essex Bank, FSB (the "Bank"). Until December 1,
1993 the business of First Essex Bancorp, Inc. was conducted through two banking
subsidiaries, First Essex Savings Bank, a Massachusetts-chartered savings bank
and First Essex Savings Bank of New Hampshire, a New Hampshire-chartered
guaranty savings bank. The New Hampshire bank was owned through a second tier
holding company, First Essex Bancorp of New Hampshire, Inc., which was merged
into First Essex Bancorp, Inc. on December 1, 1993.
On December 30, 1996, Finest Financial Corp. ("Finest"), the parent holding
company of Pelham Bank and Trust Company ("Pelham"), a New Hampshire chartered
bank, was merged into the Company in a transaction that was accounted for as a
purchase. Pelham was simultaneously merged into the Bank. The purchase price was
composed of 1,353,998 shares of common stock issued at a price of $11.50 per
share and a total cash outlay of $16.3 million. Included in the total
acquisition cost was approximately $1.4 million of capitalized costs incurred in
connection with the acquisition. This transaction was accounted for as a
purchase and, accordingly, the consolidated statement of operations includes the
results of Finest's operations since the acquisition.
FIRST ESSEX BANK, FSB
The Bank was originally founded under a Massachusetts legislative charter issued
in 1847. On December 1, 1993, First Essex Savings Bank converted to a federal
savings bank with a charter issued by the Office of Thrift Supervision (the
"OTS") under the name of First Essex Bank, FSB. The purpose of the conversion
was to enable the Bank to operate branches in two states, which, in 1993, was
permitted only to federal savings banks. On the same day First Essex Savings
Bank of New Hampshire was merged into First Essex Bank, FSB. As stated above,
the Bank merged with Pelham on December 30, 1996.
In November 2000, the Bank filed applications with the appropriate federal and
state regulatory agencies to convert its charter from a federal savings bank
back to a Massachusetts state-chartered savings bank; Massachusetts-chartered
banks are now permitted to operate branches in more than one state. In February
2001, the Bank received all necessary approvals and expects to complete the
conversion by March 31, 2001. The conversion to a state-chartered savings bank
will provide the Bank more flexibility to continue its emphasis on higher
yielding commercial and consumer lending.
At December 31, 2000, the Bank had total assets of $1.5 billion. The Bank is
principally engaged in the business of attracting deposits from the general
public and investing in residential mortgage, construction, commercial real
estate, commercial and consumer loans. The Bank also makes investments in
various investment securities to provide a source of interest and dividend
income. The Bank currently maintains 19 full-service banking offices at various
locations throughout its market area. Deposits at First Essex Bank, FSB are
insured up to the applicable limits by the Federal Deposit Insurance Corporation
(the "FDIC") and Massachusetts deposits in excess of FDIC limits are fully
insured by the additional coverage provided contractually by the Depositors
Insurance Fund of Massachusetts. Upon conversion to a state-chartered savings
bank, all deposits in excess of FDIC limits will be fully insured by the
Depositors Insurance Fund of Massachusetts.
MARKET AREA
First Essex's market area is centered approximately 25 miles north of Boston at
the intersection of two major highways: Interstate Route 93, the major
north-south roadway connecting Boston with the northern Boston suburban
communities and New Hampshire, and Interstate Route 495. The Bank's principal
executive offices are located in Andover, Massachusetts, and its main banking
office and two of its branches are located in Lawrence, Massachusetts. Other
Branches are in the surrounding communities of Andover, North Andover,
Haverhill, Lowell and Methuen, Massachusetts and Concord, Hillsboro,
Londonderry, Manchester, Pelham, Salem and Windham, New Hampshire.
1
CURRENT MARKET CONDITIONS
The New England region, including those portions of northeastern Massachusetts
and southern New Hampshire that constitute First Essex's market area, continues
to experience growth, albeit at an apparently slower pace than in the last few
years.
Loan demand to finance new and existing home sales has remained strong for the
last six years. Commercial loans to small and mid-size businesses in the area
continued to increase in an economy characterized by more modest growth than
recent years. The commercial real estate market remained strong, with
indications that local supply and demand was moving into balance towards the end
of the year. Competition among lenders for these loans was keen.
Automobile sales continued to show strength through the first half of 2000,
however signs of slowing sales were evident in the last quarter. The market for
light aircraft showed similar signs late in the year. The retrenchment that took
place in the stock market during 2000, particularly in the rapid decline in
value of many technology stocks, has seemingly led to a diminishment of the
"wealth effect", and a decline in consumer confidence. This phenomenon was
reflected in consumers' disinclination to take on additional debt as the economy
slowed.
REGULATION
GENERAL
The Office of Thrift Supervision ("OTS") is the primary regulator of the Company
and the Bank. The Bank's deposits are insured up to applicable limits by the
Bank Insurance Fund ("BIF") of the FDIC. The Company and the Bank must file
reports with the OTS concerning activities and financial condition, in addition
to obtaining regulatory approvals prior to entering into certain transactions
such as mergers with or acquisitions of other financial institutions. Periodic
examinations are conducted by the OTS to test the Company's and the Bank's
compliance with various regulatory requirements. The Bank is also a member of
the Federal Home Loan Bank ("FHLB") system, which provides a central credit
facility primarily for member institutions. The Company, as a thrift holding
company, is also required to file certain reports with, and otherwise comply
with the rules and regulations of the OTS and the Securities and Exchange
Commission ("SEC") under the federal securities laws.
Upon the Bank's pending conversion to a state-chartered savings bank, the
Massachusetts Commissioner of Banks and the FDIC will become the Bank's primary
regulators. The Bank intends to make an election, pursuant to Section 10(1) of
the Home Owners' Loan Act, to be treated as a savings association for holding
company regulatory purposes. As a result, the OTS will remain as the primary
regulator of the Company.
Subsequent to conversion to a state-chartered savings bank, the Bank will be
subject to regulation and examination by the Commissioner and to various
Massachusetts statutes and regulations, which govern, among other things,
investment powers (including lending authority), deposit activities, borrowings,
maintenance of surplus and reserve accounts, distribution of earnings, and
payment of dividends. The Commissioner's approval will be required to establish
or close branches, merge with other banks, issue stock and undertake many other
activities. As a state-chartered savings bank, the Bank will also be subject to
regulation, examination and supervision of the FDIC.
BUSINESS ACTIVITIES
The activities of federal savings institutions are governed by the Home Owners'
Loan Act, as amended (the "HOLA") and in certain respects, the Federal Deposit
Insurance Act (the "FDI Act"). The HOLA and the FDI Act were amended by the
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA").
FDICIA, among other things, requires that federal banking regulators intervene
promptly when a depository institution experiences financial difficulties,
mandates the establishment of a risk-based deposit insurance assessment system
and requires the imposition of numerous additional safety and soundness
operational standards and restrictions. FDICIA contains provisions affecting
numerous aspects of the operations of federal savings institutions and empowers
the OTS and the FDIC, among other agencies, to promulgate regulations
implementing its provision.
2
QUALIFIED THRIFT LENDER TEST
The HOLA requires savings institutions to meet a qualified thrift lender ("QTL")
test. Under the QTL test, as modified by FDICIA, a savings association is
required to maintain at least 65% of its "portfolio assets" (total assets less
(i) specified liquid assets up to 20% of total assets, (ii) intangibles,
including goodwill, and (iii) the value of property used to conduct the
association's business) in certain "qualified thrift investments" (primarily
residential mortgages and related investments, including certain mortgage-backed
securities) on a monthly basis in 9 out of every 12 months.
Following its conversion from federal to state charter, the Bank will continue
to be subject to the Qualified Thrift Lender Test by virtue of the Bank's
election, under Section 10(1) of the HOLA, to continue to be treated as a
savings association for holding company regulatory purposes.
LIMITATIONS ON CAPITAL DISTRIBUTIONS
OTS regulations impose limitations upon all capital distributions, other than
stock dividends, by savings institutions. The rule establishes three tiers of
institutions, which are based primarily on an institution's capital level. An
institution that meets or exceeds all fully phased-in capital requirements
before and after a proposed capital distribution ("Tier I Bank"), and has not
been advised by the OTS that it is in need of more than normal supervision,
could, after prior notice but without the approval of the OTS, make capital
distributions during a calendar year equal to the greater of: (i) 100% of its
net income to date during the calendar year plus the amount that would reduce by
one-half its "surplus capital ratio" (the percentage by which its capital to
assets ratio exceeds the ratio of its fully phased-in capital requirements to
its assets) at the beginning of the calendar year; or (ii) 75% of its net income
for the previous four quarters. Any additional capital distributions would
require prior regulatory approval. In the event the Bank's capital fell below
its fully phased in requirements or the OTS notified the Bank that it was in
need of more than normal supervision, the Bank's ability to make capital
distributions would be restricted. In addition, the OTS could prohibit any
proposed capital distribution by any institution if it determines that such
distribution would constitute an unsafe or unsound practice. Furthermore, under
the OTS prompt corrective action regulations, which took effect on December 19,
1992, the Bank generally would be prohibited from making any capital
distribution if, after distribution, the Bank would have (i) a total risk-based
capital ratio of less than 8%, (ii) a Tier I risk-based capital ratio of less
than 4% or (iii) a Tier I core capital ratio of less than 3%. As of December 31,
2000, the Bank exceeded all capital requirements.
BRANCHING
The Bank currently meets the tests provided in the HOLA and OTS regulations to
permit savings institutions to branch nationwide. Additionally, the OTS
authority preempts any state law purporting to regulate branching by savings
institutions.
CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on the
Company's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Bank's
assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to quantitative judgements by the regulators
about the components of capital, risk weightings of assets, and other factors.
Quantitative measures are established by regulation regarding minimum amounts
and ratios of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, as of December 31, 2000, that the
Company meets all capital adequacy requirements to which it is subject.
As of December 31, 2000, the most recent notification received from the OTS
categorized the Company as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized the Company must
maintain the total risk-based, Tier I risk-based and Tier I adjusted asset
ratios. There are no conditions or events since that notification that
management believes have changed the institution's category.
FDICIA required that the OTS revise risk-based capital standards, with
appropriate transition rules, to ensure that they take account of interest rate
risk, concentration of risk and the risk of nontraditional activities. Under OTS
regulation effective January 1, 1994, a savings institution with interest rate
risk exposure above a specified percentage must deduct a
3
specified interest rate risk component when calculating total capital for
purposes of determining whether it meets OTS risk-based capital requirements. As
of December 31, 2000, the OTS did not deem it necessary for an interest-rate
risk component to be deducted from capital in determining risk-based capital
requirements.
The Company may not declare or pay cash dividends on its shares of common stock
if the effect thereof would cause stockholder's equity to be reduced below
applicable capital maintenance requirements or if such declaration and payment
would otherwise violate regulatory requirements.
The capital ratios discussed above, along with the Company's actual capital
amounts and ratios are presented in a table within Note 17 to the Consolidated
Financial Statements included in Item 8 - "Financial Statements and
Supplementary Data" of this report.
INSURANCE OF DEPOSIT ACCOUNTS
As required by FDICIA, in 1993, the FDIC established a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities, the likely amounts of any loss, and the revenue needs of the
insurance fund.
Insurance of deposits may be terminated by the FDIC after notice and hearing,
upon finding by the FDIC that the savings institution has engaged in unsafe or
unsound practices, is in an unsafe or unsound condition to continue operations,
or has violated any applicable law, rule, regulation, order or condition imposed
by, or written agreement with, the FDIC. Additionally, if insurance termination
proceedings are initiated against a savings institution, the FDIC temporarily
may suspend insurance on new deposits received by an institution under certain
circumstances. Management is not aware of any activity or condition, which could
result in a termination of its deposit insurance. Deposits are insured up to the
applicable limits by the FDIC and Massachusetts deposits in excess of FDIC
limits are fully insured by the additional coverage provided contractually by
the Depositors Insurance Fund of Massachusetts. Upon conversion to a
state-chartered savings bank, all deposits in excess of FDIC limits will be
fully insured by the Depositors Insurance Fund of Massachusetts.
FEDERAL RESERVE SYSTEM
The Federal Reserve Board regulations require financial institutions to maintain
noninterest earning reserves against their transactions accounts (primarily NOW
and regular checking accounts). Due to required reserves needing to be
maintained in the form of either vault cash, a noninterest bearing account at a
Federal Reserve Bank or a pass-through account as defined by the Federal Reserve
Board, the effect of this reserve requirement is to reduce the Bank's
interest-earning assets.
HOLDING COMPANY REGULATIONS
The Company is a nondiversified unitary savings and loan holding company within
the means of the HOLA. As such, the Company has registered with the OTS and is
subject to OTS regulations, examinations, supervision and reporting
requirements. As a unitary savings and loan holding company, the Company
generally will not be restricted under existing laws as to the types of business
activities in which it may engage, provided that the Bank continues to be a QTL.
The HOLA requires the Company to obtain regulatory approvals prior to entering
into certain transactions such as mergers with or acquisitions of other
institutions or holding companies. Subsequent to the Bank's conversion to state
chartered savings bank, the Company will continue to be regulated by the OTS.
4
LENDING ACTIVITIES
GENERAL
At December 31, 2000, the loan portfolio, before deducting the allowance for
loan losses, totaled $970.4 million, which represented 63.8% of total assets and
an increase of $158.1 million over the prior year. See Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Allowance for Loan Losses."
Due to the Company's continued emphasis on higher yielding commercial and
consumer loans, every major category of loans evidenced growth during 2000 with
the exception of residential real estate. First Essex originates residential
first mortgage loans, commercial real estate loans, construction loans, consumer
loans, commercial loans and aircraft loans. See Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Financial Condition."
The following table sets forth information concerning First Essex's loan
portfolio, including mortgage loans held for sale, at the dates indicated. The
balances shown in the table are net of unadvanced funds and unearned discounts
and fees. Required disclosure regarding maturity distribution is shown on pages
28 and 29.
YEARS ENDED DECEMBER 31,
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2000 1999 1998
------------------- ------------------- -------------------
(Dollars in thousands)
Real Estate:
Residential $119,992 12.4% $144,021 17.7% $189,983 25.9%
Commercial 122,248 12.6 111,272 13.7 88,774 12.1
Construction 94,036 9.7 51,353 6.3 43,220 5.9
-------- ----- -------- ----- -------- -----
Total real estate loans 336,276 34.7 306,646 37.7 321,977 43.9
-------- ----- -------- ----- -------- -----
Owner occupied commercial
real estate 68,673 7.1 63,367 7.8 62,800 8.6
Commercial loans 117,020 12.0 98,701 12.1 89,690 12.2
Aircraft loans 159,730 16.5 107,007 13.2 59,657 8.1
Consumer loans:
Home Equity, Home Improvement
& Second Mortgage 53,840 5.5 51,622 6.4 59,003 8.0
Automobile 230,696 23.8 180,075 22.2 134,613 18.4
Other 4,118 0.4 4,867 0.6 6,143 0.8
-------- ----- -------- ----- -------- -----
Total consumer loans 288,654 29.7 236,564 29.2 199,759 27.2
-------- ----- -------- ----- -------- -----
$970,353 100.0% $812,285 100.0% $733,883 100.0%
======== ===== ======== ===== ======== =====
YEARS ENDED DECEMBER 31,
--------------------------------------------
1997 1996
------------------- -------------------
(Dollars in thousands)
Real Estate:
Residential $274,865 38.2% $301,869 42.9%
Commercial 83,077 11.6 102,718 14.6
Construction 31,851 4.4 24,855 3.5
-------- ----- -------- -----
Total real estate loans 389,793 54.2 429,442 61.0
-------- ----- -------- -----
Owner occupied commercial
real estate 52,335 7.3 29,465 4.2
Commercial loans 67,018 9.3 63,695 9.0
Aircraft loans 41,220 5.8 33,802 4.8
Consumer loans:
Home Equity, Home Improvement
& Second Mortgage 59,897 8.3 52,280 7.4
Automobile 103,551 14.4 92,175 13.1
Other 4,901 0.7 3,800 0.5
-------- ----- -------- -----
Total consumer loans 168,349 23.4 148,255 21.0
-------- ----- -------- -----
$718,715 100.0% $704,659 100.0%
======== ===== ======== =====
RESIDENTIAL MORTGAGE LOANS
The Bank originates residential first mortgage loans in its market area. At
December 31, 2000, the residential mortgage loan portfolio was $120.0 million,
representing 12.4% of the loan portfolio. The Bank's residential first mortgage
loan products consists of six-month, one-year, three-year, five-year and
seven-year adjustable-rate mortgages and fixed-rate mortgages, having terms of
15 to 30 years.
COMMERCIAL REAL ESTATE LOANS
The Bank also holds loans secured by commercial real estate, such as
manufacturing, retail, apartment and office buildings. At December 31, 2000, the
commercial real estate loan portfolio had an outstanding balance of $122.2
million, representing 12.6% of the Bank's loan portfolio.
Generally, commercial real estate loans in the portfolio have been made to
finance the acquisition or retention of income producing properties. The current
policy of the Company is to limit commercial real estate loans primarily to
properties in eastern Massachusetts and southern New Hampshire.
5
Commercial real estate loans generally reprice over periods ranging from six
months to five years based on a published prime rate or other index.
CONSTRUCTION LOANS
Construction loans are primarily made to developers and builders for the
construction of commercial and single-family properties. Construction loans have
generally been made with maturities of one year or less and a price based on a
published prime rate, subject to renewal or extension by the Bank. Additionally,
loans are made to qualified individuals for construction of single-family
owner-occupied homes that convert to permanent mortgages upon completion of
construction. At December 31, 2000, the Bank's construction loan portfolio had
an outstanding balance of $94.0 million, representing 9.7% of the loan
portfolio.
OWNER-OCCUPIED COMMERCIAL REAL ESTATE LOANS
Owner-occupied commercial real estate loans are extensions of credit to
commercial borrowers for the construction or purchase of business space,
primarily for the borrower's own use, or loans to commercial borrowers for
operating purposes in which the Bank has taken real estate occupied by the
borrower as collateral. In these instances, the cash flow of the borrower's
business is the primary source of repayment. At December 31, 2000, this
portfolio had total outstandings of $68.7 million representing 7.1% of the
Bank's loan portfolio.
COMMERCIAL LOANS
At December 31, 2000, the portfolio of commercial loans totaled $117.0 million,
representing 12.0% of the loan portfolio. The Bank offers secured and unsecured
demand loans, time loans, term loans, lines of credit and working capital loans,
which are short term or have adjustable rates. Commercial loans are originated
by the Bank's commercial lending officers, who are supported by a credit,
processing and documentation staff.
AIRCRAFT LOANS
The Bank has an expanding market in aircraft lending, which totaled $159.7
million or 16.5% of the loan portfolio at December 31, 2000. The Bank offers
fixed and variable rate loans to commercial and consumer customers. Terms
typically range from 12 to 20 years with a maximum loan amount of $2 million.
CONSUMER LOANS
Consumer loans totaled $288.7 million or 29.7% of the loan portfolio at December
31, 2000. This portfolio consists of automobile loans, fully or partially
secured personal loans, second mortgage loans, home equity loans and unsecured
personal loans. Automobile loans include dealer indirect loans as well as loans
originating directly in retail branches. The Bank offers variable rate home
equity lines of credit called "First Line Equity Credit". This product consists
of a line of credit, secured by a second mortgage on residential property, with
a monthly adjustable interest rate at a margin above a published prime rate.
RISKS ASSOCIATED WITH COMMERCIAL REAL ESTATE, COMMERCIAL, OWNER-OCCUPIED
COMMERCIAL REAL ESTATE AND CONSTRUCTION LOANS
Commercial real estate and commercial lending involve significant additional
risks compared with one-to-four family residential mortgage lending, and,
therefore, typically account for a disproportionate share of delinquent loans
and real estate owned through foreclosure. Such lending generally involves
larger loan balances to single borrowers or groups of related borrowers than
does residential lending, and repayment of the loan depends in part on the
underlying business and financial condition of the borrower and is more
susceptible to adverse future developments. If the cash flow from
income-producing property is reduced (for example, because leases are not
obtained or renewed), the borrower's ability to repay the loan may be materially
impaired. These risks can be significantly affected by considerations of supply
and demand in the market for office, manufacturing and retail space and by
general economic conditions. As a result, commercial real estate and commercial
loans are likely to be subject, to a greater extent than residential property
loans, to adverse conditions in the economy generally.
Construction loans are, in general, subject to the same risks as commercial real
estate loans, but involve additional risks as well. Such additional risks are
due to uncertainties inherent in estimating construction costs, delays arising
from labor problems, shortages of material, uncertain marketability of a
complete project and other unpredictable contingencies that make it relatively
difficult to determine accurately the total loan funds required to complete a
project or the value of the completed project. Construction loan funds are
advanced on the security of the project under construction, which is of
6
uncertain value prior to the completion of construction. When a construction
project encounters cost overruns, marketing or other problems, it may become
necessary, in order to sustain the project and preserve collateral values, for
the lender to advance additional funds and to extend the maturity of its loan.
In a declining market, there is no assurance that this strategy will
successfully enable the lender to recover outstanding loan amounts and interest
due. Moreover, foreclosing on such properties results in administrative expense
and substantial delays in recovery of outstanding loan amounts and provides no
assurance that the lender will recover all monies due to it, either by
developing the property, subject to regulatory limitations and to the attendant
risks of development, or by selling the property to another developer.
RESIDENTIAL LOAN SERVICING AND SALES OF LOANS
The Bank generally writes residential mortgage loans to meet the requirements
for sale in the secondary market. From time to time, the Bank sells residential
mortgage loans and residential loan servicing. Such loan sales represent a
potential source of liquidity to meet lending demands and deposit flows. See
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operation - Asset/Liability Management."
At December 31, 2000, the Bank's residential loan servicing portfolio totaled
$2.6 million.
NONPERFORMING ASSETS
GENERAL
Nonperforming assets consist of nonaccruing loans (including impaired and
restructured loans) and foreclosed property. For further information regarding
the impairment of loans see "Provision for Loan Losses" included in Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".
NONACCRUING LOANS
It is the general practice of the Bank to discontinue accrual of interest on
loans for which payment of interest or principal is 90 days or more past due and
such other loans where collection of interest and principal is doubtful. All
previously accrued but uncollected interest is reversed against current period
income when a loan is placed on nonaccrual status. At December 31, 2000, the
Bank's nonaccruing loans totaled $2.6 million, representing a decrease of
$795,000 or 23.2% from $3.4 million at December 31, 1999. For further
information regarding the Bank's nonaccruing loans, see Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Financial Condition - Non-Performing Assets."
RESTRUCTURED LOANS
These are loans on which concessions have been made in light of the debtor's
financial difficulty with the objective of maximizing recovery. At December 31,
2000 the Bank had no restructured loans compared to $303,000 at December 31,
1999. Restructured loans are nonperforming assets and are included in the totals
for nonaccrual loans described above. For further information regarding
restructured loans, see Item 7 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Financial Condition -
Nonperforming Assets."
FORECLOSED PROPERTY
Foreclosed property at December 31, 2000 totaled $3,000 compared to $447,000 at
December 31, 1999. Foreclosed property consists of real or tangible property
that collateralized a loan prior to foreclosure or repossession. These assets
are carried at a lower cost or the estimated net realizable values. Any
decreases in value prior to sale are charged to operations.
For further information regarding the Bank's foreclosed property, see Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Financial Condition - Nonperforming Assets."
INVESTMENT ACTIVITIES
The Company maintains an investment portfolio to provide a source of interest
and dividend income and potential source of liquidity to meet lending demands
and deposit flows. At December 31, 2000, the investment portfolio, consisting of
short-term investments, investment securities, mortgage-backed securities, stock
in the Federal Home Loan Bank of Boston and stock of the Savings Bank Life
Insurance Company of Massachusetts, totaled $456.3 million, or 30.0% of total
assets.
7
Interest and dividend income on the investment portfolio generated 26.7% of
total interest and dividend income for the year ended December 31, 2000. See
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Financial Condition - Investments" for further
information regarding the investment portfolio.
The Bank's investment strategy seeks to provide liquidity and realize current
income while preserving principal. The Bank will generally invest only in
government or corporate bonds or securities issued in the United States and will
only purchase bonds which are rated A or higher at the time of purchase.
DEPOSITS
The Bank offers a range of deposit accounts including regular and passbook
savings, NOW, money market and demand deposit accounts. The Bank offers a number
of relationship products that allow customers to combine balances in checking
and savings accounts in order to avoid service and maintenance fees, and obtain
free banking services. These relationship products also include discounts on
installment loans and bonus rates on certificates of deposit. The Bank also
offers term deposit certificates ranging from 32 days to seven years. Interest
rates on these certificates vary according to the term selected. From time to
time, the Bank promotes various types of accounts with the intention of changing
the maturity schedule of its liabilities. See Item 7 - "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Deposits."
The Bank offers its retail banking customers a wide range of deposit services
and the convenience of drive-up ATMs. The Bank is a member of the NYCE(TM),
EXCHANGE(TM), TX(TM) , and CIRRUS(TM) networks. These networks allow the Bank's
depositors access to their accounts through ATMs at the Bank, other banks and
locations nationwide and worldwide.
COMPETITION
The Bank faces competition both in originating loans and in attracting deposits.
Competition in originating loans comes from a variety of sources, including, but
not limited to, other thrift institutions, commercial banks, mortgage companies,
insurance companies and consumer and commercial finance companies. The Bank
competes for loans principally on the basis of interest rates and loan fees, the
types and terms of loans originated and the quality of service provided to
borrowers. In attracting deposits, the primary competitors are other thrift
institutions, commercial banks, mutual funds and credit unions. The ability to
attract and retain deposits depends on the ability to provide investment
opportunities that satisfy the requirements of investors with respect to rate of
return, liquidity, risk, service, convenience and other factors.
The Bank competes for deposits on the basis of interest rates and by offering
convenient branch locations, extended business hours and an automated teller
network.
EMPLOYEES
At December 31, 2000, the Bank had 311 full time equivalent employees. None of
the employees of the Bank are represented by a collective bargaining group and
management considers its relationship with its employees to be good.
8
ITEM 2. PROPERTIES
The following table sets forth certain information relating to properties owned
or used in banking activities at December 31, 2000.
OWNED LEASE RENEWAL TOTAL OFFICE SPACE
LOCATION OR LEASED EXPIRATION DATE OPTION(S) THROUGH IN SQUARE FEET
- --------------------------- ------------- ------------------------ ---------------------- -------------------------
Corporate Headquarters (1):
71 Main Street Leased January 31, 2005 January 31, 2015 12,859
Andover, MA
Main Banking Office (2):
296 Essex Street Owned N/A N/A 32,000
Lawrence, MA
Operations Center:
900 Chelmsford Street Leased May 12, 2005 May 12, 2010 31,478
Lowell, MA
Consumer Lending Office:
211 North Main Street Leased May 31, 2001 N/A 1,260
Andover, MA May 31, 2003 May 30, 2013 800
Branch Offices:
460 South Union Street Leased February 28, 2009 February 28, 2029 3,500
Lawrence, MA
555 Broadway Owned N/A N/A 2,000
Lawrence, MA
750 Main Street Owned N/A N/A 3,100
Haverhill, MA
555 Chickering Road Leased March 31, 2002 March 31, 2012 4,549
North Andover, MA
211 North Main Street Leased April 30, 2002 April 30, 2007 4,710
Andover, MA
125 Merrimack Street Owned N/A N/A 3,000
Methuen, MA
9
ITEM 2. PROPERTIES
(CONTINUED)
OWNED LEASE RENEWAL TOTAL OFFICE SPACE
LOCATION OR LEASED EXPIRATION DATE OPTION THROUGH IN SQUARE FEET
- --------------------------- ------------- ------------------------ ---------------------- --------------------
Branch Offices (continued):
15 Burnham Road Leased June 30, 2005 June 30, 2015 3,700
Methuen, MA
539 South Broadway (3) Leased September 30, 2002 September 30, 2012 5,400
Salem, NH
1 Wall Street (4) Owned N/A N/A 7,400
Windham, NH
100 Bridge Street Leased June 30, 2003 June 30, 2008 6,899
Pelham, NH
24 Orchard View Drive Leased November 30, 2003 November 30, 2008 3,130
Londonderry, NH
900 Chelmsford Street Leased October 31, 2006 October 31, 2016 1,400
Lowell, MA
20 North Broadway Owned N/A N/A 3,800
Salem, NH
73 West Street Owned N/A N/A 5,600
Concord, NH
161 North State Street (5) Owned N/A N/A 22,560
Concord, NH
53 West Main Street Owned N/A N/A 4,276
Hillsborough, NH
1 Wall Street Leased June 30, 2001 June 30, 2011 21,787
Manchester, NH
(1) This site also serves as a branch location.
(2) Includes two contiguous buildings at 284 Essex Street and 286-288 Essex
Street which were acquired in 1972 and 1980, respectively, as well as an
adjacent parking lot at 7 Lawrence Street which was acquired in 1981.
(3) Second floor of building is subleased for a two year term, commencing on
November 1, 2000 and terminating on October 31, 2003. There is an option to
renew for three additional 3 year terms.
(4) Second floor of building is leased for a two year term, commencing on March
1, 1999 and terminating on February 28, 2001. There is an option to renew
for two additional 1 year terms.
(5) 4,000 s/f is leased for a three year term, commencing on January 1, 2000
and terminating on December 31, 2002. There is an option to renew for one
additional two year term.
Management believes that the Company's existing facilities are adequate for the
conduct of its business.
10
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings incident to its business,
none of which are believed by management to be material to the financial
condition or operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the shareholders during the fourth
quarter of 2000.
11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED STOCKHOLDERS MATTERS
First Essex Bancorp, Inc. common stock is traded over-the-counter on the NASDAQ
National Market System under the symbol FESX.
At December 31, 2000, there were 7,333,900 shares outstanding and approximately
1,100 shareholders of record. This does not reflect the number of persons or
entities who hold their stock in nominee or street name through various
brokerage firms.
The price information regarding the Company's common stock in the following
table is based on high and low closing sale prices.
- --------------------------------------------------------------------------
DIVIDEND DECLARED PER
PRICES PER SHARE SHARE
- --------------------------------------------------------------------------
HIGH LOW
2000
FIRST QUARTER $ 15.630 $ 12.750 $ 0.18
SECOND QUARTER 16.750 14.380 0.18
THIRD QUARTER 21.750 14.630 0.18
FOURTH QUARTER 20.310 16.880 0.20
1999
FIRST QUARTER $ 18.250 $ 15.062 $ 0.16
SECOND QUARTER 17.250 14.000 0.16
THIRD QUARTER 16.750 14.000 0.16
FOURTH QUARTER 16.875 14.160 0.18
- --------------------------------------------------------------------------
The only funds available to the Company for the payment of dividends are cash
and cash equivalents held at the holding company level, dividends from the Bank
and borrowings. In addition, bank regulatory authorities generally restrict the
amounts available for the payment of dividends by the Bank to the Company to the
net profit of the Bank for that year, see Item 1 - "Business - Regulation -
Limitation on Capital Distributions". The Federal Reserve Act also restricts the
Bank in lending or advancing funds to the Company unless such loans are
collateralized by specific obligations, and limits collateralized loans to 10%
of the Bank's capital stock and surplus.
The Bank is prohibited from paying cash dividends, to the extent that any such
payment would reduce its capital below required regulatory capital levels or
would impair the liquidation account established in connection with its
conversion from mutual to stock form. See Item 1. "Business - Regulation -
Limitation on Capital Distributions" and Note 16 to the consolidated financial
statements included in response to Item 8 - "Financial Statements and
Supplementary Data" of this report for further discussion.
The payment of dividends by the Bank could carry significant adverse tax
consequences. To the extent that distributions by the Bank to the holding
company exceed the Bank's current and accumulated earnings and profits (as
computed for federal income tax purposes for taxable years beginning after
December 31, 1951), those distributions would be treated for tax purposes as
first being made out of the Bank's bad debt reserve. In that case, the Bank
would have federal taxable income equal to approximately one and one-half times
the amount of the actual shareholder distribution that is treated as made out of
the Bank's bad debt reserves.
12
ITEM 6. SELECTED FINANCIAL DATA
AT DECEMBER 31,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ---------- ---------- ---------- ----------
(Dollars in thousands)
BALANCE SHEET DATA:
Total assets $ 1,520,967 $1,377,318 $1,248,014 $1,197,459 $1,067,175
Loans receivable, net 957,637 800,946 722,622 708,145 694,121
Investment securities (1) 453,313 455,220 367,019 416,021 315,749
Foreclosed property 3 447 575 891 1,880
Deposits 1,127,523 1,002,761 934,695 744,322 690,953
Borrowed funds 267,409 268,962 201,499 343,557 274,958
Stockholders' equity 105,732 91,578 97,082 91,065 83,141
YEARS ENDED DECEMBER 31,
----------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ---------- ---------- ---------- ----------
(Dollars in thousands, except per share data)
OPERATING DATA:
Interest and dividend income $ 111,609 $ 96,742 $ 93,460 $ 90,078 $ 63,545
Interest expense 59,964 50,183 52,512 52,377 37,317
----------- ---------- ---------- ---------- ----------
Net interest income 51,645 46,559 40,948 37,701 26,228
Provision for loan losses 3,710 2,400 1,440 2,040 1,415
Net gain (loss) on sales
of securities (18) 54 1,344 439 497
Net gain on sales of mortgage loans
and mortgage servicing rights 1,328 1,208 1,338 1,628 1,352
Other income 6,502 4,833 4,183 3,021 2,416
Noninterest expenses 31,746 30,071 28,178 24,364 19,925
Minority Interest 868 -- -- -- --
Income tax expense 8,665 7,491 7,130 6,672 40
----------- ---------- ---------- ---------- ----------
Net income $ 14,468 $ 12,692 $ 11,065 $ 9,713 $ 9,113
=========== ========== ========== ========== ==========
PER SHARE DATA:
Earning per share - basic $ 1.95 $ 1.67 $ 1.46 $ 1.30 $ 1.51
Earnings per share - diluted 1.90 1.63 1.41 1.25 1.47
Dividends declared 0.74 0.66 0.58 0.50 0.48
Book value at end of period 14.42 12.06 12.75 12.08 11.20
SELECTED FINANCIAL RATIOS:
Return on average assets 1.00% 0.96% 0.90% 0.80% 1.08%
Return on average equity 15.36 13.16 11.73 10.54 14.37
Average equity as a percentage of
average assets 6.54 7.29 7.63 7.32 7.54
Weighted average interest rate spread 3.26 3.24 2.84 2.77 2.72
Net yield on average earning assets 3.77 3.71 3.44 3.31 3.22
(1) Investment securities include short term investments, U.S. government and
agency obligations, mortgage-backed securities, other bonds and
obligations, stock in the Federal Home Loan Bank of Boston and stock in the
Savings Bank Life Insurance Company.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL
The results of operations of the Company consist primarily of the results of
operations of the Bank, which is the Company's principal subsidiary. Net income
for the year ended December 31, 2000 totaled $14.5 million (or $1.90 per diluted
share) compared to $12.7 million (or $1.63 per diluted share) for the same
period in 1999, an increase of 14.0% or $1.8 million. The improvement was
primarily due to increases in net interest income and noninterest income,
partially offset by higher provisions for loan losses and increases in
noninterest expenses.
14
ANALYSIS OF AVERAGE YIELDS EARNED AND RATES PAID
The following table presents an analysis of average yields earned and rates paid
for the years indicated:
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------
2000 1999
----------------------------------------------- -----------------------------------------
INTEREST AVERAGE Interest Average
AVERAGE EARNED/ YIELD/ Average Earned/ Yield/
BALANCE PAID RATE Balance Paid Rate
----------- -------- ------- ------- ------ -------
(Dollars in thousands)
ASSETS
Earning assets:
Short-term investments $ 14,957 $ 722 4.83% $ 17,043 $ 807 4.74%
Investment securities 435,683 29,053 6.67 455,589 28,607 6.28
Other earning assets 17,542 1,058 6.03 17,436 1,051 6.03
Total loans (1) 900,442 80,776 8.97 764,400 66,277 8.67
----------- -------- ---------- -------
Total earning assets 1,368,624 111,609 8.15 1,254,468 96,742 7.71
----------- -------- ---------- -------
Allowance for loan losses (11,697) (11,293)
----------- ----------
Total earning assets less allowance
for loan losses 1,356,927 1,243,175
Other assets 84,088 80,041
----------- ----------
Total assets $ 1,441,015 $1,323,216
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
NOW accounts $ 58,224 $ 626 1.08% $ 51,910 $ 450 0.87%
Money market accounts 89,392 2,929 3.28 94,593 2,990 3.16
Savings accounts 271,146 9,916 3.66 240,141 7,854 3.27
Time deposits 543,583 30,389 5.59 473,237 24,433 5.16
----------- -------- ---------- -------
Total interest bearing deposits 962,345 43,860 4.56 859,881 35,727 4.15
Borrowed funds 263,338 16,104 6.12 263,224 14,456 5.49
----------- -------- ---------- -------
Total interest bearing deposits
and borrowed funds 1,225,683 59,964 4.89 1,123,105 50,183 4.47
-------- -------
Demand deposits 106,210 93,679
Other liabilities 7,408 9,971
----------- ----------
Total liabilities 1,339,301 1,226,755
Trust Preferred Securities 7,513 -
Stockholders' equity 94,201 96,461
----------- ----------
Total liabilities
and stockholders' equity $ 1,441,015 $1,323,216
=========== ==========
NET INTEREST INCOME $ 51,645 $46,559
======== =======
Weighted average rate spread 3.26% 3.24%
Net yield on earning assets (2) 3.77% 3.71%
YEARS ENDED DECEMBER 31,
------------------------------------------
1998
------------------------------------------
Interest Average
Average Earned/ Yield/
Balance Paid Rate
--------------- ------------ --------
(Dollars in thousands)
ASSETS
Earning assets:
Short-term investments $ 42,580 $ 2,318 5.45 %
Investment securities 390,182 25,054 6.42
Other earning assets 17,336 1,043 6.02
Total loans (1) 739,091 65,045 8.80
----------- -------
Total earning assets 1,189,189 93,460 7.86
----------- -------
Allowance for loan losses (11,037)
-----------
Total earning assets less allowance
for loan losses 1,178,152
Other assets 57,071
-----------
Total assets $ 1,235,223
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
NOW accounts $ 44,048 $ 518 1.18%
Money market accounts 66,263 2,200 3.32
Savings accounts 196,343 7,037 3.58
Time deposits 450,104 25,602 5.69
----------- ------
Total interest bearing deposits 756,758 35,357 4.67
Borrowed funds 289,229 17,155 5.93
----------- ------
Total interest bearing deposits
and borrowed funds 1,045,987 52,512 5.02
-------
Demand deposits 77,467
Other liabilities 17,473
-----------
Total liabilities 1,140,927
Trust Preferred Securities --
Stockholders' equity 94,296
-----------
Total liabilities
and stockholders' equity $ 1,235,223
===========
NET INTEREST INCOME $40,948
=======
Weighted average rate spread 2.84%
Net yield on earning assets (2) 3.44%
(1) Loans on a non-accrual status are included in the average balance.
(2) Net interest income before provision for loan losses divided by average
interest earning assets.
15
RATE/VOLUME ANALYSIS
The following table presents, for the periods indicated, the changes in interest
and dividend income and the changes in interest expense attributable to changes
in interest rates and changes in the volume of interest earning assets and
interest bearing liabilities. The change attributable to both volume and rate
has been allocated proportionally to the two categories.
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------
2000 COMPARED TO 1999 1999 Compared to 1998
INCREASE (DECREASE) Increase (Decrease)
DUE TO Due to
----------------------------------- ---------------------------------
VOLUME RATE TOTAL Volume Rate Total
-------- ------- -------- ------- ------- -------
(Dollars in thousands)
Interest and dividend income:
Loans before the allowance for loan losses $ 12,137 $ 2,362 $ 14,499 $ 2,204 $ (972) $ 1,232
Investment securities (1,282) 1,728 446 4,118 (565) 3,553
Other earning assets 6 1 7 6 2 8
Federal funds sold and short term investments (100) 15 (85) (1,241) (270) (1,511)
-------- ------- -------- ------- ------- -------
Total interest and dividend income $ 10,761 $ 4,106 $ 14,867 $ 5,087 $(1,805) $ 3,282
-------- ------- -------- ------- ------- -------
Interest expense:
Savings deposits 981 1,196 2,177 2,386 (847) 1,539
Time deposits 3,825 2,131 5,956 1,272 (2,441) (1,169)
Borrowed funds 6 1,642 1,648 (1,480) (1,219) (2,699)
-------- ------- -------- ------- ------- -------
Total interest expense 4,812 4,969 9,781 2,178 (4,507) (2,329)
-------- ------- -------- ------- ------- -------
Net interest and dividend income $ 5,949 $ (863) $ 5,086 $ 2,909 $ 2,702 $ 5,611
======== ======= ======== ======= ======= =======
NET INTEREST INCOME
Net interest income increased by $5.1 million to $51.6 million for the year
ended December 31, 2000, representing a 10.9% increase from $46.6 million in
1999. The increase in net interest income was due primarily to volume increase
in outstanding loans, combined with an increase in the net yield on average
earning assets.
Net interest income increased by $5.6 million to $46.6 million for the year
ended December 31, 1999, representing a 13.7% increase from $40.9 million in
1998. The increase in net interest income was primarily due to the increase of
27 basis points in the net yield on average earning assets combined with the
volume increases in outstanding loans and investment securities.
INTEREST AND DIVIDEND INCOME
Interest and dividend income increased by $14.9 million (15.4%) to 111.6 million
for the year ended December 31, 2000 from $96.7 million for the year ended
December 31, 1999. This increase was due to a $114.2 million or 9.1% increase in
average earning assets from $1,254.5 million in 1999 to $1,368.6 million in
2000. The average yield on earning assets increased to 8.15% for the year ended
December 31, 2000 as compared to 7.71% for the comparable period of 1999.
Interest and dividend income increased by $3.3 million (3.5%) to $96.7 million
for the year ended December 31, 1999 from $93.5 million for the year ended
December 31, 1998. This increase was due to a $65.3 million or 5.5% increase in
average earning assets from $1,189.2 million in 1998 to $1,254.5 million in
1999. The net yield on average earning assets rose 27 basis points from the 1998
yield of 3.44% to 3.71% in 1999 primarily due to a decrease in the cost of
funds.
16
INTEREST EXPENSE
Interest expense increased $9.8 million or 19.5% to $60.0 million for the year
ended December 31, 2000 from $50.2 million in 1999. The increase is primarily
attributable to an increase of $102.5 million in the average balance of deposits
combined with an increase of 42 basis points in the average cost of funds from
4.47% in 1999 to 4.89% in 2000.
Interest expense decreased $2.3 million or 4.4% to $50.2 million for the year
ended December 31, 1999 from $52.5 million in 1998. The volume increases in core
deposits were more than offset by decreases in the rates paid on deposits and
borrowed funds combined with the volume decreases in borrowed funds. The total
weighed cost of funds decreased 55 basis points from 5.02% in 1998 to 4.47% in
1999.
PROVISION FOR LOAN LOSSES
Losses on loans are provided for under the accrual method of accounting. The
determination of the adequacy of the allowance for loan losses is based upon
management's assessment of risk elements in the portfolio, factors affecting
loan quality and assumptions about the economic environment in which the Company
operates. The process includes identification and analysis of loss potential in
various portfolio segments utilizing a credit risk grading process and specific
reviews and evaluations of significant individual problem credits. In addition,
management reviews overall portfolio quality through an analysis of current
levels and trends in charge-off, delinquency and nonaccruing loan data,
collateral values, economic conditions and their effect on borrowers, and the
overall-banking environment. See "Financial Condition - Allowance for Loan
Losses". Ultimate losses may vary significantly from the current estimates.
Losses on loans, including impaired loans, are charged against the allowance
when management believes the collectability of principal is doubtful.
Provisions for loan losses totaled $3.7 million, $2.4 million, and $1.4 million
for the years ended December 31, 2000, 1999 and 1998 respectively. Provisions
result from management's continuing internal review of the loan portfolio as
well as its judgment as to the adequacy of the reserves in light of the
condition of the regional real estate market and the economy generally. As a
result of increased loans, there is an expectation that the Bank will continue
to find it necessary to make provisions for loan losses in the future. See
"Financial Condition - Non-Performing Assets".
The Bank's total allowance for loan losses was $12.7 million or 483.5% of
non-accruing loans at December 31, 2000 compared to $11.3 million or 331.1% at
December 31, 1999 and $11.3 million or 204.8% at December 31, 1998.
NONINTEREST INCOME
Noninterest income consists of net gains from sales of securities, net gains
from sales of loans and loan servicing rights, fee and other noninterest income.
Noninterest income increased $1.7 million (28.2%) to $7.8 million for the year
ended December 31, 2000 compared to $6.1 million in 1999. The primary reasons
for the increase are increases in fee income and to a lesser extent income from
bank owned life insurance policies purchased during the third quarter of 1999.
Noninterest income decreased 11.2% to $6.1 million for the year ended December
31, 1999 compared to $6.9 million in 1998. The primary reasons for this decrease
are attributable to nonrecurring gains on sales of investment securities during
1998, partially offset by increased fee income for 1999. Other noninterest
income for 1999 includes approximately $345,000 of income from bank owned life
insurance on policies purchased during 1999.
NONINTEREST EXPENSES
Noninterest expenses increased by $1.7 million (5.6%) to $31.7 million for the
year ended December 31, 2000 compared to $30.1 million in 1999. The majority of
this increase is attributable to higher salary and benefit costs.
Salaries and employee benefits increased by $1.4 million (9.9%) to $15.4 million
for the year ended December 31, 2000 from $14.1 million in 1999 and $13.0
million in 1998. The increases were primarily attributable to higher slalary and
benefit costs, including $600 thousand related to a change in the estimate of
certain pension benefits in the fourth quarter of 2000. All other operating
expenses increased $288,000 (1.8%) to $16.3 million for the year ended December
31, 2000 as compared to $16.0 million in 1999.
17
Noninterest expenses increased by $1.9 million (6.7%) to $30.1 million for the
year ended December 31, 1999 compared to $28.2 million in 1998. The majority of
this increase is related to the amortization of intangible assets associated
with branches acquired during the second quarter of 1998. The remaining
increases in other noninterest expenses reflect costs associated with the full
year of operating those additional branch locations.
INCOME TAXES
The net provision for income taxes amounted to $8.7 million in 2000 compared to
provisions of $7.5 million and $7.1 million recorded in 1999 and 1998,
respectively. The effective tax rate in 2000 is comparable to the effective tax
rates for 1999 and 1998.
FINANCIAL CONDITION
Total assets increased by $143.6 million or 10.4% to $1.5 billion at December
31, 2000 compared to $1.4 billion at December 31, 1999.
LOANS
At December 31, 2000, the loan portfolio, excluding the allowance for loan
losses, and including mortgage loans held-for-sale, was $970.4 million,
representing 63.8% of total assets. This is an increase of $158.0 million or
19.5% when compared to $812.3 million or 59.0% of total assets at December 31,
1999. See Item 1 - "Business - Lending Activities - General" for a table setting
forth the composition of the loan portfolio of the Bank at the end of each of
the past five years.
NONPERFORMING ASSETS
Nonperforming assets consist of nonaccruing and restructured loans (including
impaired loans), and foreclosed property. Nonperforming assets totaled $2.6
million at December 31, 2000, compared to $3.9 million at December 31, 1999 and
$6.1 million at December 31, 1998.
The Bank's general practice is to discontinue the accrual of interest on loans
(including impaired loans) for which payment of interest or principal is ninety
days or more past due or for such other loans as considered necessary by
management if collection of interest and principal is doubtful. When a loan is
placed on nonaccrual status, all previously accrued but uncollected interest is
reversed against current period interest income.
There were no restructured loans at December 31, 2000 compared to recorded
investments in restructured loans of $303,000 and $447,000 for the years ended
December 31, 1999 and 1998, respectively.
The amount of interest that would have been earned had the nonaccrual and
restructured loans performed in accordance with original terms and conditions
was $103,000, $164,000 and $456,000 for the years ended December 31, 2000, 1999
and 1998, respectively.
Foreclosed property at December 31, 2000 totaled $3,000 and consisted of
repossessed automobiles compared to $447,000 the previous year which consisted
mainly of real estate collateral from loans that were foreclosed.
At December 31, 2000, the recorded investment in loans that are considered to be
impaired totaled $162,000 with a related allowance for loan losses of $143,000.
The average recorded investment in impaired loans during 2000 was approximately
$394,000.
18
The following table shows the composition of nonperforming assets for the five
years ended December 31, 2000:
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
(Dollars in thousands)
Nonaccruing loans:
Real estate $ 649 $1,422 $3,260 $3,159 $2,693
Other 1,981 1,700 1,792 1,480 1,004
Restructured loans -- 303 447 905 1,042
------ ------ ------ ------ ------
Total nonaccruing loans 2,630 3,425 5,499 5,544 4,739
Foreclosed property 3 447 575 891 1,880
------ ------ ------ ------ ------
Total nonperforming assets $2,633 $3,872 $6,074 $6,435 $6,619
====== ====== ====== ====== ======
Percentage of nonperforming
to total assets 0.17% 0.28% 0.49% 0.54% 0.62%
Percentage of allowance for loan
losses to nonaccruing loans 483.5% 331.1% 204.8% 190.7% 222.4%
The following table summarizes the activity of foreclosed property during the
year ended December 31, 2000:
OTHER
RESIDENTIAL CONSTRUCTION COMMERCIAL REPOSSESSED
REAL ESTATE REAL ESTATE REAL ESTATE ASSETS TOTAL
------------ ------------- ------------ ------------- ------------
(Dollars in Thousands)
Balance at beginning of year $ -- $ 48 $ -- $ 399 $ 447
Transfer from loans -- -- -- 2,231 2,231
Write-downs -- -- -- -- --
Sales -- (48) -- (2,627) (2,675)
------------ ------------- ------------ ------------- ------------
Balance at end of year $ -- $ -- $ -- $ 3 $ 3
============ ============= ============ ============= ============
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level determined by management
to be adequate to provide for probable losses inherent in the loan portfolio
including commitments to extend credit. The allowance for loan losses is
maintained through the provision for loan losses, which is a charge to
operations. The potential for loss in the portfolio reflects the risks and
uncertainties inherent in the extension of credit.
The determination of the adequacy of the allowance for loan losses is based upon
management's assessment of risk elements in the portfolio, factors affecting
loan quality and assumptions about the economic environment in which the Company
operates. The process includes identification and analysis of loss potential in
various portfolio segments utilizing a credit risk grading process and specific
reviews and evaluations of significant individual problem credits. In addition,
management reviews overall portfolio quality through an analysis of current
levels and trends in charge-off, delinquency and nonaccruing loan data,
collateral values, economic conditions and their effect on borrowers, and the
overall-banking environment. These reviews are of necessity dependent upon
estimates, appraisals and judgements, which may change quickly because of
changing economic conditions and the Company's perception as to how these
factors may affect the financial condition of debtors.
19
The methodology for assessing the appropriateness of the allowance consists of a
review of the following key elements:
o A formula allowance for the various loan portfolio classifications,
o A valuation allowance for loans identified as impaired, and
o The unallocated allowance.
The formula allowance is a percentage-based reflection of historical loss
experience and assigns required allowance allocations by loan classification
based on a fixed percentage of all outstanding loan balances and commitments to
extend credit. The formula allowance employs a risk-rating model that grades
loans based on general characteristics of credit quality and relative risk. As
credit quality becomes more suspect, so-called "watch list" loans, the risk
rating and allocation percentage increase. The sum of these allocations comprise
the Company's "formula" or "general" allowance.
The Company also has "valuation" allowances for impaired loans. Loans are
evaluated for impairment by measuring the net present value of the expected
future cash flows using the loan's original effective interest rate, or looking
at the fair value of the collateral if the loan is collateral dependent. When
the difference between the net present value of a loan (of fair value of the
collateral if the loan is collateral dependent) is lower than the recorded
investment of the loan, the difference is reflected with a resulting "valuation"
allowance.
In addition to the formula and valuation components, there is an unallocated
allowance that is composed of two additional elements. The first element, which
is based on the Company's credit policy, consists of an amount that is at least
20% to 25% of the formula and valuation allowances. This element recognizes the
estimation risks associated with the formula model and the valuation allowance.
The second element is based upon management's evaluation of various conditions,
the effects of which are not directly measured in determining the formula and
valuation allowances. The evaluation of the inherent loss resulting from these
conditions involves a higher degree of uncertainty because they are not
identified with specific problem credits or portfolio segments. The conditions
evaluated in connection with the unallocated allowance include the following:
o then-existing general economic and business conditions affecting the
Company's key lending areas,
o credit quality trends, including trends in nonperforming loans
expected to result from existing conditions,
o collateral values,
o loan volumes and concentrations,
o seasoning of the loan portfolio,
o specific industry conditions within portfolio segments,
o recent loss experience in particular segments of the portfolio,
o duration of the current business cycle,
o bank regulatory examination results, and
o findings of our internal credit examiners.
When an evaluation of these conditions signifies a change in the level of risk,
the Company adjusts the formula allowance. Periodic credit reviews enable
further adjustment to the allowance through the risk rating of loans and
identification of loans requiring a valuation allowance. In addition, the
formula model is designed to be self-correcting by taking into account recent
loss experience.
20
The annual provision for loan losses is set based on the aforementioned factors.
In addition, it is management's intent to maintain the allowance at a level
consistent with the Company's peers in the banking industry. The allowance to
loans ratio of 1.31% at December 31, 2000 was slightly above the Company's peer
group's average allowance ratio of 1.30%1. Although the Company realized total
loan growth of $158.0 million or 19.5% during 2000, there were no significant
changes in loan concentrations, loan quality or loan terms during the period.
Estimation methods and assumptions affecting the allowance for loan losses
remained unchanged from those used in prior periods. There was no significant
reallocation of the allowance for loan losses among the various segments of the
portfolio.
The following table summarizes the activity in the allowance for loan losses for
the five years ended December 31, 2000:
2000 1999 1998 1997 1996
--------- --------- --------- --------- ---------
(Dollars in thousands)
Balance at beginning of year $ 11,339 $ 11,261 $ 10,570 $ 10,538 $ 6,552
Acquired allowance - Finest -- -- -- -- 4,080
Acquired allowance - branch acquisition -- -- 765 -- --
Provision for loan losses 3,710 2,400 1,440 2,040 1,415
Charge-offs:
Mortgage (16) (396) (709) (1,212) (1,148)
Construction (24) (10) -- -- (1)
Owner-occupied commercial
real estate (3) -- -- -- --
Commercial (113) (607) (726) (2) (157)
Consumer (2,663) (2,221) (2,111) (1,612) (1,029)
--------- --------- --------- --------- ---------
Total charge-offs (2,819) (3,234) (3,546) (2,826) (2,335)
--------- --------- --------- --------- ---------
Recoveries:
Mortgage 118 604 1,288 575 277
Construction 17 4 12 14 6
Owner-occupied commercial
real estate 20 -- -- -- --
Commercial 61 84 578 85 461
Consumer 270 220 154 144 82
--------- --------- --------- --------- ---------
Total recoveries 486 912 2,032 818 826
--------- --------- --------- --------- ---------
Net charge-offs (2,333) (2,322) (1,514) (2,008) (1,509)
--------- --------- --------- --------- ---------
Balance at end of year $ 12,716 $ 11,339 $ 11,261 $ 10,570 $ 10,538
========= ========= ========= ========= =========
Total loans at end of year $ 970,353 $ 812,285 $ 733,883 $ 718,715 $ 704,659
Average loans for the year 900,442 764,400 739,091 715,772 538,758
Allowance to loans ratio 1.31% 1.40% 1.53% 1.47% 1.50%
Net charge-offs to average loans ratio 0.26% 0.30% 0.20% 0.28% 0.28%
- --------------------
(1) Based on the most recently available peer group data as of September 30,
2000.
21
INVESTMENTS
At December 31, 2000, the Company's investment portfolio, consisting of
short-term investments, investment securities, mortgage-backed securities,
Federal Home Loan Bank ("FHLB") stock and Savings Bank Life Insurance Company of
Massachusetts stock, totaled $456.3 million or 30.0% of assets, compared to
$461.1 million or 33.5% of assets at December 31, 1999. The portfolio included
U.S. government and agency obligations having a book value of $122.1 million and
mortgage-backed securities with a book value of $321.5 million. Interest and
dividend income on the Company's investment portfolio, which amounted to $29.8
million, generated 26.7% of total interest and dividend income for the year
ended December 31, 2000.
To identify and control risks associated with the investment portfolio, the
Company has established policies and procedures, which include stop loss limits
and stress testing on a periodic basis. During the second quarter of 1998, the
Company reclassified to available-for-sale all securities previously classified
as held-to-maturity. This reclassification was the result of an analysis of the
strategic alternatives for the securities portfolio. Under Securities and
Exchange Commission guidelines, this reclassification prohibits the Company from
classifying securities as held-to-maturity for a period of at least two years.
The Company does not have any investments in off-balance-sheet financial
instruments, except as noted in Note 12 to the consolidated financial statements
included in response to Item 8 - "Financial Statements and Supplementary Data"
of this report.
The following table sets forth the composition of the investment portfolio for
the years indicated:
2000 1999 1998
-------- -------- --------
(Dollars in thousands)
Short-term investments:
Interest bearing deposits $ 141 $ 134 $ 107
Federal funds sold 2,833 5,775 281
-------- -------- --------
Total short-term investments 2,974 5,909 388
-------- -------- --------
Investment securities available-for-sale:
U.S. government & agency obligations 121,828 113,981 100,122
Mortgage-backed securities 317,176 310,003 244,083
Other bonds and obligations 344 10,057 1,635
-------- -------- --------
Total investment securities available for sale 439,348 434,041 345,840
-------- -------- --------
Stock in Federal Home Loan Bank of Boston 12,771 19,985 19,985
Stock in Savings Bank Life Insurance Company 1,194 1,194 1,194
-------- -------- --------
$456,287 $461,129 $367,407
======== ======== ========
Percent of total assets 30.0% 33.5% 29.4%
For further information regarding the Company's investment portfolio, including
information regarding amortized cost and fair value as of December 31, 2000, see
notes 1, 4 and 20 to the Company's consolidated financial statements included in
response to Item 8 hereof.
22
Set forth below is a breakdown of yields and contractual maturities for the
amortized cost of indicated investment securities at December 31, 2000:
U.S OTHER
GOVERNMENT BONDS MORTGAGE-
AND AGENCY AND BACKED
OBLIGATIONS OBLIGATIONS SECURITIES TOTAL
-------------- -------------- -------------- ---------------
(Dollars in thousands)
Due in 1 year or less:
Amount $ 10,349 $ -- $ 24,893 $ 35,242
Yield 5.94% 0.00% 6.38% 6.25%
Due from 1 to 2 years:
Amount $ 5,025 $ -- $ 23,545 $ 28,570
Yield 6.50% 0.00% 6.49% 6.49%
Due from 2 to 3 years:
Amount $ 5,022 $ 348 $ 21,103 $ 26,473
Yield 5.56% 5.15% 6.45% 6.26%
Due from 3 to 5 years:
Amount $ 24,897 $ -- $ 55,585 $ 80,482
Yield 6.81% 0.00% 6.35% 6.49%
Due from 5 to 10 years:
Amount $ 74,474 $ -- $ 94,922 $ 169,396
Yield 6.35% 0.00% 6.51% 6.44%
Due after 10 years:
Amount $ 2,366 $ -- $ 101,444 $ 103,810
Yield 4.94% 0.00% 6.83% 6.79%
TOTAL:
AMOUNT $ 122,133 $ 348 $ 321,492 $ 443,973
YIELD 6.35% 5.15% 6.57% 6.51%
23
DEPOSITS
Deposits have historically been the Bank's primary source of funds for lending
and investment activities. Deposit flows vary significantly and are influenced
by prevailing interest rates, market conditions, economic conditions and
competition. At December 31, 2000 the Bank had total deposits of $1,127.5
million, representing a net increase of $124.8 million compared to $1,002.8
million at December 31, 1999.
While deposit flows are unpredictable by nature, the Bank attempts to manage its
deposits through selective pricing. Due to the uncertainty of market conditions,
it is not possible for the Bank to predict how aggressively it will compete for
deposits in the future or the likely effect of any such decision on deposit
levels, interest expense and net interest income.
The following table sets forth the composition of average deposits and rates for
the years indicated:
2000 1999 1998
------------------------------- --------------------------- ----------------------------
WEIGHTED Weighted Weighted
AVERAGE Average Average
AVERAGE INTEREST Average Interest Average Interest
BALANCE RATE Balance Rate Balance Rate
------------------ --------- ---------------- --------- ---------------- ---------
(Dollars in thousands)
NOW $ 58,224 1.08% $ 51,910 0.87% $ 44,048 1.18%
Money market accounts 89,392 3.28 94,593 3.16 66,263 3.32
Savings and notice accounts 271,146 3.66 240,141 3.27 196,343 3.58
Time deposits 543,583 5.59 473,237 5.16 450,104 5.69
------------------ ---------------- ----------------
Total interest bearing deposits 962,345 4.56 859,881 4.15 756,758 4.67
Demand deposits 106,210 93,679 77,467
------------------ ---------------- ----------------
$ 1,068,555 $ 953,560 $ 834,225
================== ================ ================
24
BORROWED FUNDS
The primary source of the Bank's borrowings is the Federal Home Loan Bank
("FHLB"). The Bank also utilizes short-term repurchase agreements, generally
with maturities of less than three months, as an additional source of funds.
Repurchase agreements are secured by U.S. government and agency securities.
Borrowings are an alternative source of funds compared to deposits and totaled
$267.4 million at December 31, 2000 compared to $269.0 million and $201.5
million at December 31, 1999 and 1998, respectively. The increase in borrowings
in 1999 was used to fund the growth in the investment and loan portfolios.
Although the loan portfolio has continued to show growth during 2000, the need
to borrow funds was diminished slightly by the continued growth in deposits.
The following table summarizes the maximum and average amounts of borrowings
outstanding, the majority of which are short term, during 2000, 1999 and 1998
together with the weighted average interest rates thereon:
FOR THE YEAR ENDED DECEMBER 31, 2000 AT DECEMBER 31, 2000
------------------------------------------------------ ---------------------------------
MAXIMUM AVERAGE WEIGHTED WEIGHTED
AMOUNT AMOUNT AVERAGE AMOUNT AVERAGE
OUTSTANDING OUTSTANDING INTEREST RATE OUTSTANDING INTEREST RATE
----------------- ------------------ ----------- ------------------ ------------
(Dollars in thousands)
FHLB Borrowings $ 255,414 $ 224,591 6.30% $ 221,455 6.15%
Repurchase Agreements 54,694 38,747 5.04 45,954 5.40
FOR THE YEAR ENDED DECEMBER 31, 1999 AT DECEMBER 31, 1999
------------------------------------------------------ ---------------------------------
MAXIMUM AVERAGE WEIGHTED WEIGHTED
AMOUNT AMOUNT AVERAGE AMOUNT AVERAGE
OUTSTANDING OUTSTANDING INTEREST RATE OUTSTANDING INTEREST RATE
----------------- ------------------ ----------- ------------------ ------------
(Dollars in thousands)
FHLB Borrowings $ 265,337 $ 234,843 5.67% $ 238,677 5.82%
Repurchase Agreements 32,114 28,381 4.06 30,285 4.35
FOR THE YEAR ENDED DECEMBER 31, 1998 AT DECEMBER 31, 1998
------------------------------------------------------ ---------------------------------
MAXIMUM AVERAGE WEIGHTED WEIGHTED
AMOUNT AMOUNT AVERAGE AMOUNT AVERAGE
OUTSTANDING OUTSTANDING INTEREST RATE OUTSTANDING INTEREST RATE
----------------- ------------------ ----------- ------------------ ------------
(Dollars in thousands)
FHLB Borrowings $ 411,605 $ 261,662 6.07% $ 161,582 5.93%
Repurchase Agreements 49,495 27,567 4.65 39,917 4.04
25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ASSET/LIABILITY MANAGEMENT
The Bank's asset/liability management strategy is designed to increase net
interest income and provide adequate earnings in expected future interest rate
environments. As part of this strategy, a balance is sought between the
repricing characteristics of its earning assets and funding sources while
maximizing the spread between interest income and expense. The Bank adjusts the
level of its liquid assets and the mix of its loans and investments based on
management's judgment as to the quality of specific investment opportunities and
the relative attractiveness of their maturities and yields.
In order to achieve a better repricing balance between its assets and
liabilities, the Bank continued to originate and hold in portfolio adjustable
rate residential mortgage loans. The Bank generally writes substantially all
newly originated fixed rate residential loans to meet the requirements for sale
in the secondary market. During 2000, the Bank sold $49.9 million of residential
loans. As a result of this strategy residential loans decreased by $24.0 million
during the year.
The Bank's commercial real estate, construction, consumer, aircraft and
commercial business lending programs also provide opportunities to better match
the interest rate sensitivity of its loan portfolio and liabilities due to the
adjustable rate or short term characteristics of these types of loans. These
types of loans increased by $182.0 million during the year. Total loans
increased by $158.0 million during the year.
During 2000, investments decreased by $1.9 million. This maintenance of the year
to year balances was primarily the result of the growth in the loan portfolio
funded almost entirely by deposit growth and cash flows from loans and
investments. Total Federal Home Loan Bank borrowings decreased by $17.2 million
during the year.
Deposits increased by $124.8 million in 2000. The Bank maintains an aggressive
marketing campaign for savings and time deposit products, which resulted in a
significant increase in the balances of these products during 2000.
It is management's opinion that interest rates will continue to exhibit
volatility. With this in mind, the Bank will continue to follow a strategy that
seeks to achieve a balance in the repricing characteristics of its assets and
liabilities and provide adequate earnings in a variety of interest rate
environments.
MARKET RISK
Market risk is the risk of loss in a financial instrument arising from adverse
changes in market rates/prices such as interest rates, foreign currency exchange
rates, commodity prices and equity prices. The Company's primary market risk
exposure is interest rate risk. The ongoing monitoring and management of this
risk is an important component of the Company's asset/liability management
process which is governed by policies established by its Board of Directors that
are reviewed and approved annually. The Board of Directors delegates
responsibility for carrying out the asset/liability management policies to the
Asset/Liability Committee ("ALCO"). In this capacity ALCO develops guidelines
and strategies impacting the Company's asset/liability management related
activities based upon estimated market risk sensitivity, policy limits and
overall market interest rate levels/trends.
26
INTEREST RATE RISK
Interest rate risk represents the sensitivity of earnings to changes in market
interest rates. As interest rates change, the interest income and expense
streams associated with the Company's financial instruments also change thereby
impacting net interest income (NII), the primary component of the Company's
earnings. ALCO utilizes the results of a detailed and dynamic simulation model
to quantify the estimated exposure of NII to sustained interest rate changes.
While ALCO routinely monitors simulated NII sensitivity over a rolling two-year
horizon, it also utilizes additional tools to monitor potential longer-term
interest rate risk.
The simulation model captures the impact of changing interest rates and the
interest income received and interest expense paid on all assets and liabilities
reflected on the Company's balance sheet. This sensitivity analysis is compared
to ALCO policy limits which specify a maximum tolerance level for NII exposure
over a one year horizon, assuming no balance sheet growth, given both a 200
basis point (bp) upward and downward shift in interest rates. A parallel and pro
rata shift in rates over a 12-month period is assumed. The following reflects
the Company's NII sensitivity analysis as of December 31, 2000:
- ---------------------------------------------------
RATE CHANGE ESTIMATED NII SENSITIVITY
- ---------------------------------------------------
+ 200 bp (1.51%)
- 200 bp .79%
- ---------------------------------------------------
The preceding sensitivity analysis does not represent a Company forecast and
should not be relied upon as being indicative of expected operating results.
These hypothetical estimates are based upon numerous assumptions including: the
nature and timing of interest rate levels including yield curve shape,
prepayments on loan and securities, deposit decay rates, pricing decisions on
loans and deposits, reinvestment/replacement of asset and liability cashflows,
and others. While assumptions are developed based upon current economic and
local market conditions, the Company cannot make any assurances as to the
predictive nature of these assumptions including how a customer preferences of
competitor influences might change.
Also, as market conditions vary from those assumed in the sensitivity analysis,
actual results will also differ due to: prepayment/refinancing levels likely
deviating from those assumed, the varying impact of interest rate change caps or
floors on adjustable rate assets, the potential effect of changing debt service
levels on customers with adjustable rate loans, depositor early withdrawals and
product preference changes, and other internal/external variables. Furthermore,
the sensitivity analysis does not reflect actions that ALCO might take in
responding to or anticipating changes in interest rates.
27
The following table sets forth the maturity and repricing information relating
to sensitive assets and liabilities at December 31, 2000. Fixed-rate investment
securities, fixed rate mortgage-backed investments, fixed rate loans, loans held
for sale, short-term investments, and other earning assets are shown in the
table in the time period corresponding to computed principal amortization based
on their respective contractual maturity. Adjustable rate investment securities,
adjustable rate mortgage-backed investments, and adjustable rate loans are
allocated to the period in which the rates are next adjusted. The table reflects
an "expected" prepayment assumption on residential loans and mortgage-backed
investments. Certificates of deposit and borrowed funds are shown in the table
in the time period based on their respective contractual maturity. Money market
deposit accounts and anniversary savings accounts are not subject to contractual
interest rate adjustments, however, these products are generally more interest
rate sensitive and are assumed to reprice within the 1-180 day time period.
Regular savings and NOW accounts ("other deposits") are assumed to reprice
within the 5 years + period. These deposit products are not subject to
contractual interest rate adjustments either, however, the Bank believes that
these deposits are less interest rate sensitive over long periods of time.
December 31, 2000
----------------------------------------------------------------------------------------
1-180 181-365 1-3 3-5 5+
Days Days Years Years Years Total
--------- --------- --------- --------- -------- ----------
(Dollars in thousands)
Interest-earning assets:
Short-term investments $ 2,974 $ -- $ -- $ -- $ -- $ 2,974
Investment securities 18,279 5,314 10,343 24,836 77,365 136,137
Mortgage-backed securities 34,135 21,959 37,433 46,755 176,894 317,176
Loans held for sale 1,767 -- -- -- -- 1,767
Loans in process -- -- -- -- -- --
Fixed rate loans 57,217 55,931 186,435 130,959 178,364 608,906
Adjustable rate loans 178,529 50,732 52,822 62,688 14,909 359,680
Other earning assets -- -- -- -- 17,601 17,601
--------- --------- --------- --------- -------- ----------
Total rate sensitive assets 292,901 133,936 287,033 265,238 465,133 1,444,241
--------- --------- --------- --------- -------- ----------
Interest-bearing liabilities:
Money market deposit accounts 85,191 -- -- -- -- 85,191
Certificates of deposit 215,663 207,972 147,084 2,924 349 573,992
Other deposits 215,666 -- -- -- 135,893 351,559
Borrowed funds 197,954 66,397 -- 68 2,990 267,409
--------- --------- --------- --------- -------- ----------
Total rate sensitive liabilities 714,474 274,369 147,084 2,992 139,232 1,278,151
--------- --------- --------- --------- -------- ----------
Excess (deficiency) of
interest sensitive assets
over interest sensitive
liabilities $(421,573) $(140,433) $ 139,949 $ 262,246 $325,901 $ 166,090
========= ========= ========= ========= ======== ==========
Cumulative excess
(deficiency) of interest
sensitive assets over
interest sensitive
liabilities $(421,573) $(562,006) $(422,057) $(159,811) $166,090
========= ========= ========= ========= ========
Cumulative excess
(deficiency)
percentage of
total assets (27.72)% (36.95)% (27.75)% (10.51)% 10.92%
28
The following table reflects the scheduled maturities of selected loans at
December 31, 2000:
OVER
ONE
ONE THROUGH OVER
YEAR FIVE FIVE
OR LESS YEARS YEARS TOTAL
------------ ------------ ------------- -------------
(Dollars in thousands)
Construction loans $ 31,091 $ 29,201 $ 33,744 $ 94,036
Owner-occupied commercial real estate 5,465 17,045 46,163 68,673
Commercial loans 33,645 55,481 27,894 117,020
------------ ------------ ------------- -------------
Total $ 70,201 $ 101,727 $ 107,801 $ 279,729
============ ============ ============= =============
A summary of the above categories of loans due after one year as to the rate
variability follows (dollars in thousands):
With predetermined rates $ 42,025
With floating or adjustable rates 167,503
------------
Total maturing or repricing after one year $ 209,528
============
LIQUIDITY AND CAPITAL RESOURCES
The Bank's principal sources of liquidity are customer deposits, borrowings from
the FHLB, repurchase agreements, scheduled amortization and prepayments of loan
principal, cash flow from operations, maturities and prepayments of various
investments and loan sales.
Management believes it is prudent to maintain an investment portfolio that not
only provides a source of income, but also provides a potential source of
liquidity to meet lending demand and deposit flows. The Bank adjusts the level
of its liquid assets and the mix of its loans and investments based upon
management's judgment as to the quality of specific investment opportunities and
the relative attractiveness of their maturities and yields. At December 31,
2000, short-term investments, bonds and obligations and mortgage-backed
investments totaled $456.3 million, 18.1% of which either matures or is
estimated to be prepaid within one year. At December 31, 1999, short-term
investments, bonds and obligations and mortgage backed investments totaled
$455.2 million, 10.13% of which matured or were estimated to be prepaid within
one year.
At December 31, 2000, the Bank had total outstanding borrowings of $267.4
million, 48% of which matures within one year. At year-end 1999, the Bank had
outstanding borrowings of $269.0 million, 75% of which matured within one year.
At December 31, 2000, the Bank had outstanding commitments to originate loans
and unused balances on existing loans totaling $163.8 million, compared to
$114.2 million in 1999. Management believes the sources of liquidity previously
discussed are sufficient to meet its commitments.
Net cash provided by operating activities totaled $11.5 million in 2000 compared
to net cash provided of $25.8 million in 1999. Net income was $14.5 million
compared to a net income of $12.7 million for the respective periods. The
provision for loan losses recorded in 2000 was $3.7 million compared to $2.4
million in 1999. Net cash provided by operating activities totaled $25.8 million
in 1999 compared to $23.8 million provided in 1998. Net income was $12.7 million
compared to net income of $11.1 million for the respective periods. Provisions
for loan losses recorded in 1999 totaled $2.4 million compared to $1.4 million
in 1998.
Net cash used in investing activities totaled $147.2 million for the year ended
December 31, 2000 compared to $205.3 million in 1999 and net cash provided of
$142.9 million in 1998. The 2000 decrease in net cash used in investing
activities compared to 1999 was primarily attributable to a reduction of
purchases in investment securities partially offset
29
by increased loan originations and purchases, and a reduction in proceeds from
the sales, maturities and principal repayments of available for sale securities.
In 1998 the Company assumed deposit liabilities, and received the resultant
cash, of $65.0 million associated with the purchase of five branches.
Net cash provided by financing activities totaled $122.9 million for the year
ended December 31, 2000 compared to $130.7 in 1999, and net cash used of $98.9
million in 1998. Net cash used to repay borrowed funds totaled $1.6 million in
2000, compared to net cash provided by borrowings of $67.5 million in 1999 and
net cash used to repay borrowings of $144.5 million in 1998. Net cash provided
by increased deposits totaled $124.8 million, $68.1 million and $50.1 million in
2000, 1999 and 1998 respectively. Net cash of $5.4 million, $5.0 million and
$4.2 million was used to pay dividends in 2000, 1999 and 1998, respectively.
As of December 31, 2000, the Bank is in compliance with and exceeds Federal
regulatory capital requirements. The minimum standards are (i) a total
risk-based capital ratio of 8%, (ii) a Tier I risk-based capital ratio of 4% or
(iii) a Tier I leverage capital ratio of 4%.
IMPACT OF INFLATION
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles which require
measurements 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.
An important concept in understanding the effect of inflation on financial
institutions is the distinction between monetary and nonmonetary items. In a
stable environment, monetary items are those assets and liabilities that are or
will be converted into a fixed amount of dollars regardless of changes in
prices. Examples of monetary items include cash, investment securities, loans,
deposits and borrowings. Nonmonetary items are those assets and liabilities that
gain or lose general purchasing power as a result of the relationships between
specific prices for the items and price change levels. Examples of nonmonetary
items include premises and equipment and real estate in foreclosure. If real
estate values decrease sharply, the deflationary impact of changing prices of
real estate securing loans foreclosed upon could significantly affect a
financial institution's performance. Additionally, interest rates do not
necessarily move in the same direction, or in the same magnitude, as the prices
of goods and services as measured by the consumer price index. In a volatile
interest rate environment, liquidity and the management of the maturity
structure of assets and liabilities are critical in maintaining acceptable
profitability levels.
30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
FIRST ESSEX BANCORP, INC.:
We have audited the accompanying consolidated balance sheets of First Essex
Bancorp, Inc. and subsidiaries (the "Company") as of December 31, 2000 and 1999,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Essex Bancorp, Inc. and
subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 16, 2001
31
FIRST ESSEX BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
2000 1999
----------- -----------
(Dollars in thousands)
ASSETS
Cash and cash equivalents $ 28,840 $ 41,598
Investment securities available-for-sale (Note 4) 439,348 434,041
Stock in Savings Bank Life Insurance Company 1,194 1,194
Stock in Federal Home Loan Bank of Boston (Note 8) 12,771 19,985
Mortgage loans held-for-sale (Note 5) 1,767 3,054
Loans receivable, less allowance for loan losses of
$12,716 and $11,339 (Note 5) 955,870 797,892
Accrued interest receivable 9,852 8,672
Foreclosed property 3 447
Bank premises and equipment (Note 6) 9,820 10,692
Intangible assets 19,194 21,763
Other assets (Note 10) 42,308 37,980
----------- -----------
$ 1,520,967 $ 1,377,318
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits (Note 7) $ 1,127,523 $ 1,002,761
Borrowed funds (Note 8) 267,409 268,962
Mortgagors' escrow accounts 581 1,162
Other liabilities (Note 11) 10,037 12,855
----------- -----------
Total liabilities 1,405,550 1,285,740
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 12)
Company-obligated mandatorily redeemable trust preferred
securities of subsidiary trust holding solely junior subordinated
debentures of the Company (Note 9) 9,685 --
----------- -----------
STOCKHOLDERS' EQUITY (NOTES 14 AND 16)
Serial preferred stock $.10 par value per share; 5,000,000 shares
authorized, no shares issued
Common stock $.10 par value per share; 25,000,000 shares
authorized, 9,763,200 and 9,745,200 shares issued 976 975
Additional paid-in-capital 78,094 77,851
Retained earnings 53,027 44,027
Treasury stock, at cost, 2,429,300 and 2,153,300 shares (23,535) (19,244)
Accumulated other comprehensive loss (2,830) (12,031)
----------- -----------
Total stockholders' equity 105,732 91,578
----------- -----------
$ 1,520,967 $ 1,377,318
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
32
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
------------------------------------------
2000 1999 1998
----------- ---------- ----------
(Dollars in thousands, except share and per share amounts)
INTEREST AND DIVIDEND INCOME:
Loans $ 80,776 $ 66,277 $ 65,045
Investment securities available-for-sale 29,053 28,607 18,788
Investment securities held-to-maturity -- -- 6,266
Other earning assets 1,058 1,051 1,043
Short term investments 722 807 2,318
----------- ---------- ----------
Total interest and dividend income 111,609 96,742 93,460
----------- ---------- ----------
INTEREST EXPENSE:
Deposits 43,860 35,727 35,357
Borrowed funds 16,104 14,456 17,155
----------- ---------- ----------
TOTAL INTEREST EXPENSE: 59,964 50,183 52,512
----------- ---------- ----------
NET INTEREST INCOME 51,645 46,559 40,948
Provision for loan losses (Note 5) 3,710 2,400 1,440
----------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 47,935 44,159 39,508
----------- ---------- ----------
NONINTEREST INCOME:
Net gain on sales of mortgage loans
and mortgage servicing rights 1,328 1,208 1,338
Net gain (loss) on sales of investment securities (18) 54 1,344
Loan fees 753 757 693
Other fee income 4,314 3,716 2,999
Other 1,435 360 491
----------- ---------- ----------
TOTAL NONINTEREST INCOME 7,812 6,095 6,865
----------- ---------- ----------
NONINTEREST EXPENSE:
Salaries and employee benefits 15,448 14,061 13,036
Occupancy and equipment 4,572 4,586 4,193
Professional services 1,228 1,518 1,103
Information processing 2,632 2,470 2,296
Insurance 451 333 264
Expenses, gains and losses on,
and write-downs of, foreclosed property 397 486 350
Amortization of intangible assets 2,569 2,631 1,724
Other 4,449 3,986 5,212
----------- ---------- ----------
TOTAL NONINTEREST EXPENSE 31,746 30,071 28,178
Minority Interest 868 -- --
----------- ---------- ----------
INCOME BEFORE PROVISION FOR INCOME TAXES 23,133 20,183 18,195
PROVISION FOR INCOME TAXES (NOTE 10) 8,665 7,491 7,130
----------- ---------- ----------
NET INCOME $ 14,468 $ 12,692 $ 11,065
=========== ========== ==========
EARNING PER SHARE - BASIC $ 1.95 $ 1.67 $ 1.46
=========== ========== ==========
EARNING PER SHARE - DILUTED $ 1.90 $ 1.63 $ 1.41
=========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES - BASIC 7,408,207 7,616,547 7,563,859
=========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES - DILUTED 7,602,481 7,790,822 7,840,213
=========== ========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
33
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
----------------------------------------------------------------------------------
Accumulated
Additional Other
Comprehensive Common Paid in Retained Treasury Comprehensive
Income Stock Capital Earnings Stock Income/(Loss) Total
----------------------------------------------------------------------------------
(Dollars in thousands)
Balance at December 31, 1997 $ 952 $ 75,303 $ 29,685 $ (15,842) $ 967 $ 91,065
Comprehensive income:
Net income $ 11,065 -- -- 11,065 -- -- 11,065
Other comprehensive income:
Unrealized securities gains,
net of $357 tax expense,
arising during the period 554
Less: reclassification adjustment
for security gains included in
net income, net of $527 tax expense 817
---------
Total other comprehensive income (263) -- -- -- -- (263) (263)
---------
Total comprehensive income $ 10,802
=========
Cash dividends declared (4,391) (4,391)
Common stock repurchases -- -- -- (2,493) -- (2,493)
Stock options exercised 19 2,080 -- -- -- 2,099
---------------------------------------------------------------------
Balance at December 31, 1998 $ 971 $ 77,383 $ 36,359 $ (18,335) $ 704 $ 97,082
Comprehensive income:
Net income $ 12,692 -- -- 12,692 -- -- 12,692
Other comprehensive income:
Unrealized securities losses,
net of $7,496 tax benefit,
arising during the period (12,701)
Less: reclassification adjustment
for security gains included in
net income, net of $20 tax expense (34)
---------
Total other comprehensive income (12,735) -- -- -- -- (12,735) (12,735)
---------
Total comprehensive loss $ (43) --
=========
Cash dividends declared (5,024) (5,024)
Common stock repurchases -- -- -- (909) -- (909)
Stock options exercised 4 468 -- -- -- 472
---------------------------------------------------------------------
Balance at December 31, 1999 $ 975 $ 77,851 $ 44,027 $ (19,244) $ (12,031) $ 91,578
=====================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
34
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(CONTINUED)
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
----------------------------------------------------------------------------------------
Accumulated
Additional Other
Comprehensive Common Paid in Retained Treasury Comprehensive
Income Stock Capital Earnings Stock Income/(Loss) Total
-----------------------------------------------------------------------------------------
(Dollars in thousands)
Balance at December 31, 1999 $ 975 $ 77,851 $ 44,027 $ (19,244) $ (12,031) $ 91,578
Comprehensive income:
Net income $ 14,468 -- -- 14,468 -- -- 14,468
Other comprehensive income:
Unrealized securities gains,
net of $5,250 tax expense,
arising during the period 9,190
Less: reclassification adjustment
for security losses included in
net income, net of $7 tax expense 11
----------
Total other comprehensive income 9,201 -- -- -- -- 9,201 9,201
----------
Total comprehensive income $ 23,669
==========
Cash dividends declared (5,468) (5,468)
Common stock repurchases -- -- -- (4,291) -- (4,291)
Stock options exercised 1 243 -- -- -- 244
--------------------------------------------------------------------------
Balance at December 31, 2000 $ 976 $ 78,094 $ 53,027 $ (23,535) $ (2,830) $ 105,732
==========================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
35
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
---------------------------------------
2000 1999 1998
--------- --------- ---------
(Dollars in thousands)
Cash flows from operating activities:
Net income $ 14,468 $ 12,692 $ 11,065
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 3,710 2,400 1,440
Provision for depreciation and amortization 1,781 2,082 1,963
Gain on sale of foreclosed property (23) (90) (373)
Write-down of foreclosed property -- -- 16
Amortization of investment securities discounts and premiums, net 482 871 1,192
Amortization of intangible assets 2,595 2,631 1,724
Provision for prepaid income taxes (2,037) (1,571) (88)
Proceeds from sales of mortgage loans and mortgage servicing rights 52,282 63,820 111,618
Mortgage loans originated for sale (48,705) (63,100) (101,039)
Realized (gains) losses on sales of investment securities 18 (54) (1,344)
Realized gains on sales of mortgage loans and mortgage servicing rights, net (1,328) (1,208) (1,338)
Increase (decrease) in accrued interest receivable (1,180) 498 (1,086)
Decrease (increase) in other assets (2,359) (844) 4,545
Increase (decrease) in other liabilities (8,167) 7,691 (4,453)
--------- --------- ---------
Net cash provided by operating activities 11,537 25,818 23,842
--------- --------- ---------
Cash flows from investing activities:
Acquisition of branch assets and assumed deposit liabilities,
net of cash acquired (Note 3) -- -- 65,033
Proceeds from sales of available-for-sale securities 107 20,006 209,926
Proceeds from maturities and principal payments of available-for sale securities 43,150 77,529 70,002
Proceeds from maturities and principal payments of held-to-maturity securities -- -- 36,771
Purchases of available-for-sale securities (34,613) (206,750) (251,087)
Purchases of held to maturity securities -- -- (21,892)
Purchases of Federal Home Loan Bank stock (786) -- (182)
Redemption of Federal Home Loan Bank stock 8,000 -- --
Loans originated and purchased, net of principal collected (164,814) (82,630) 31,411
Purchase of bank owned life insurance -- (15,000) --
Proceeds from sales of foreclosed property 2,698 2,612 3,795
Purchases of bank premises and equipment (909) (1,059) (911)
--------- --------- ---------
Net cash provided by (used in) investing activities (147,167) (205,292) 142,866
--------- --------- ---------
Cash flows from financing activities:
Net increase in demand deposits, NOW accounts and savings accounts 42,417 41,202 70,097
Net increase (decrease) in term deposits 82,345 26,864 (20,023)
Net decrease in borrowed funds with maturities of three months or less (44,396) (12,132) (73,298)
Proceeds from borrowed funds with maturities in excess of three months 420,596 159,195 158,000
Repayments of borrowed funds with maturities in excess of three months (377,753) (79,600) (229,162)
Proceeds from the issuance of Company-obligated trust preferred securities of
subsidiary trust holding soley junior subordinated debentures of the Company 9,660 -- --
Increase (decrease) in mortgagors' escrow accounts (581) 460 141
Dividends paid (5,369) (4,863) (4,228)
Stock options exercised 244 472 2,099
Common stock repurchases (4,291) (909) (2,493)
--------- --------- ---------
Net cash provided by (used in) financing activities 122,872 130,689 (98,867)
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (12,758) (48,785) 67,841
Cash and cash equivalents at beginning of the year 41,598 90,383 22,542
--------- --------- ---------
Cash and cash equivalents at end of the year $ 28,840 $ 41,598 $ 90,383
========= ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
36
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
YEARS ENDED DECEMBER 31,
--------------------------------
2000 1999 1998
------- ------- --------
(Dollars in thousands)
Supplemental disclosures of cash flow information:
Interest paid during the year $60,093 $50,431 $ 52,320
Income taxes paid during the year 9,890 7,881 7,240
Supplemental schedule of noncash financing and investing activities:
Real estate acquired through, or deeds in lieu of, foreclosure 2,231 2,394 961
Held-to-maturity securities reclassified to available-for-sale (Note 1) -- -- 162,861
The accompanying notes are an integral part of these consolidated financial
statements.
37
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of First Essex
Bancorp, Inc. ("the Company"), and its subsidiaries, First Essex Bank, FSB ("the
Bank") and First Essex Capital Trust I. All significant intercompany balances
have been eliminated in consolidation.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of income and expenses during the reporting periods.
Operating results in the future could vary from the amounts derived from
management's estimates and assumptions.
INVESTMENT SECURITIES
Investments in debt securities may be classified as held-to maturity and
measured at amortized cost only if the Company has the positive intent and
ability to hold such securities to maturity. Investments in debt securities that
are not classified as held-to-maturity and equity securities that have readily
determinable fair values are classified as trading securities or
available-for-sale securities. Trading securities are investments purchased and
held principally for the purpose of selling in the near term; available-for-sale
securities are investments not classified as trading or held-to-maturity.
Unrealized holding gains and losses for trading securities are included in
earnings; unrealized holding gains and losses for available-for-sale securities
are reported in comprehensive income and as a separate component of
stockholders' equity.
During the second quarter of 1998, the Company reclassified to
available-for-sale all securities previously classified as held-to-maturity.
This reclassification was a result of an analysis of the strategic alternatives
for the securities portfolio. Under Securities and Exchange Commission
guidelines, this reclassification prohibits the Company from classifying
securities as held-to-maturity for a period of at least two years.
The amortized cost basis of the held-to-maturity securities transferred to the
available-for-sale classification was $162.3 million. Subsequent to this
reclassification, and as part of a balance sheet realignment, approximately $231
thousand of gains on sale of some of these transferred investment securities
were realized. Also as a result of this reclassification, approximately $612
thousand of unrealized gains, net of $408 thousand of tax expense, were
reflected in other comprehensive income and on the Statement of Stockholders'
Equity.
Dividend and interest income, including amortization of premiums and discounts,
is included in earnings for all categories of investment securities. Discounts
and premiums related to debt securities are amortized using a method that
approximates the level-yield method, adjusted for estimated prepayments in the
case of mortgage-backed securities. Realized gains and losses on security
transactions are computed using the specific identification method.
38
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
LOANS RECEIVABLE
Loans are stated at the amount of unpaid principal, net of the allowance for
loan losses, unearned discounts and unearned net loan origination fees. Loan
origination fees, discounts and certain direct loan origination costs are
deferred and amortized as an adjustment to the related loan yield over the
contractual life of the loan. When loans are sold or fully repaid, the
unamortized fees, discounts and costs are recognized in income.
Interest on loans is included in income as earned based upon interest rates
applied to unpaid principal. Interest is not accrued on loans 90 days or greater
past due or on other loans when management believes collection is doubtful.
Loans considered impaired, as defined below, are nonaccruing. When a loan is
placed on nonaccrual status, all interest previously accrued is reversed against
current-period interest income.
A loan is impaired when, based on current information and events, it is probable
that the Bank will be unable to collect all amounts due in accordance with the
contractual terms of the loan agreement. All loans are individually evaluated
for impairment, except for smaller balance homogeneous residential and consumer
loans which are evaluated in aggregate, according to the Bank's normal loan
review process, including overall credit evaluation, nonaccrual status and
payment experience. Loans identified as impaired are further evaluated to
determine the estimated extent of impairment.
Impaired loans are measured based on the present value of expected future cash
flows discounted at each loan's effective interest rate or, as a practical
expedient, at each loan's observable market price or the fair value of the
collateral if the loan is collateral-dependent. For collateral-based loans, the
extent of impairment is the shortfall, if any, between the collateral value,
less costs to dispose of such collateral, and the carrying value of the loan.
The allowance for loan losses is based on management's estimate of the amount
required to reflect the risks in the loan portfolio, based on circumstances and
conditions known or anticipated at each reporting date. The methodology for
assessing the appropriateness of the allowance consists of a review of the
following three key elements:
o a formula allowance for the various loan portfolio classifications,
o a valuation allowance for loans identified as impaired, and
o the unallocated allowance.
The formula allowance is a percentage-based reflection of historical loss
experience and assigns required allowance allocations by loan classification
based on a fixed percentage of all outstanding loan balances and commitments to
extend credit. The formula allowance employs a risk-rating model that grades
loans based on general characteristics of credit quality and relative risk. As
credit quality becomes more suspect, so-called "watch list" loans, the risk
rating and allocation percentage increase. The sum of these allocations comprise
the Company's "formula" or "general" allowance.
The Company also has "valuation" allowances for impaired loans. When impaired
loans are evaluated, if the difference between the net present value of the
impaired loan (or fair value of the collateral if the loan is
collateral-dependent) is lower than the recorded investment of the loan, the
shortfall is reflected with a resulting "valuation" allowance.
In addition to the formula and valuation components, there is an unallocated
allowance that is based on the Company's credit policy and consists of an amount
that is at least 20% to 25% of the formula and valuation allowances. This
element recognizes the estimation risks associated with the formula model and
the valuation allowance. It is further adjusted for qualitative factors
including, among others, general economic and business conditions, credit
quality trends, loan volumes and concentrations and specific industry conditions
within portfolio segments.
39
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
There are inherent uncertainties with respect to the final outcome of loans and
nonperforming loans. Because of these inherent uncertainties, actual losses may
differ from the amounts reflected in these consolidated financial statements.
Factors considered in evaluating the adequacy of the allowance include previous
loss experience, current economic conditions and their effect on borrowers, the
performance of individual loans in relation to contract terms, and the estimated
fair values of underlying collateral. Losses are charged against the allowance
when management believes the collectability of principal is doubtful.
Key elements of the above estimates, including assumptions used in independent
appraisals, are dependent upon the economic conditions prevailing at the time of
the estimates. Accordingly, uncertainty exists as to the final outcome of
certain of the valuation judgements as a result of economic conditions in the
region. The inherent uncertainties in the assumptions relative to projected
sales prices or rental rates may result in the ultimate realization of amounts
on certain loans that are significantly different from the amounts reflected in
these consolidated financial statements.
MORTGAGE SERVICING RIGHTS
The transfer of financial assets in which the Company surrenders control over
those financial assets is accounted for as a sale to the extent that
consideration other than beneficial interests in the transferred assets is
received in exchange. Each time the Company undertakes an obligation to service
financial assets it recognizes either a servicing asset or a servicing liability
for that contract, unless it securitizes the asset, retains all of the
securities, and classifies them as debt securities held-to-maturity. The
carrying amount of capitalized mortgage-servicing rights at December 31, 2000
and 1999 was $0 and $77,000 respectively. Amortization of these rights totaled
$9,000 and $27,000 for the years ended December 31, 2000 and 1999 respectively.
During the second quarter of 2000, the Company sold all of its capitalized
mortgage servicing rights, and recorded a gain of $28,000.
Mortgage loans held-for-sale are carried at the lower of aggregate cost or fair
value. Gains and losses on sales of mortgage loans are recognized at the time of
sale.
FORECLOSED PROPERTY
Collateral acquired through foreclosure is recorded at the lower of cost or fair
value, less estimated costs to sell, at the time of acquisition. The excess, if
any, of the loan balance over the fair value of the property at the time of
transfer from loans to foreclosed property is charged to the allowance for loan
losses. Subsequent impairments in the fair value of foreclosed property are
charged to expense in the period incurred. Net operating income or expense
related to foreclosed property is included in noninterest expense in the
accompanying consolidated statements of operations. Because of current market
conditions, there are inherent uncertainties in the assumptions with respect to
the estimated fair value of foreclosed property. Because of these inherent
uncertainties, the amount ultimately realized on foreclosed property may differ
from the amounts reflected in the consolidated financial statements.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand, amounts due from banks,
interest-bearing deposits, federal funds sold and investments with original
maturities of less than three months.
40
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
BANK PREMISES AND EQUIPMENT
Real estate held for banking purposes, leasehold improvements and furniture and
fixtures are stated at cost, less accumulated depreciation and amortization.
Depreciation is computed principally on the straight-line method over estimated
service lives. Amortization of leasehold improvements is computed on the
straight-line method over the shorter of the estimated useful lives of the
assets or related lease term. Expenditure for maintenance, repairs and renewals
of minor items are charged to expense as incurred.
Bank premises and equipment are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Based on its review, the Company does not believe that any
material impairments of its long-lived assets has occurred. Long-lived assets to
be disposed of are reported at the lower of the carrying amounts or fair value
less cost to sell.
INTANGIBLE ASSETS
Intangible assets, comprised of goodwill and a core deposit premium, represents
the excess of the purchase price over the fair value of net assets acquired in
the acquisition of Finest Financial Corp. in 1996 and the 1998 branch
acquisition (Note 3). Goodwill is being amortized on a straight-line basis over
15 and 20 years, respectively. The core deposit premium is being amortized over
an eight-year period on an accelerated basis. The Company periodically evaluates
the realizability of intangible assets based on expectations of nondiscounted
future cash flows of the related acquired entity and branches. If the sum of the
nondiscounted future cash flows is less than the carrying amount of the
intangible asset, the Company would recognize an impairment loss. At December
31, 2000, the Company has not recorded any impairment of its intangible assets.
INCOME TAXES
The Company records income taxes under the liability method. Under this method,
deferred tax assets and liabilities are established for the temporary
differences between the accounting basis and the tax basis of the Company's
assets and liabilities. Deferred taxes are measured using enacted tax rates that
are expected to be in effect when the amounts related to such temporary
differences are realized or settled. The Company's deferred tax asset is
reviewed quarterly and adjustments are recognized in the provision for income
taxes based on management's judgments relating to realizability.
OTHER ASSETS
Other assets include a $20.0 million long term fixed rate certificate of deposit
with the FHLB and $15 million of Bank owned life insurance ("BOLI") policies at
December 31, 2000. The certificate of deposit was purchased at a discount and
this discount is accreted to income quarterly resulting in carrying amounts of
$17.6 million and $17.5 million at December 31, 2000 and 1999, respectively.
BOLI policies provide life insurance on the lives of certain employees. The
Company is the beneficiary of the insurance. Increases in the cash value of the
policies, as well as insurance proceeds received, are recorded in other income,
and are not subject to income taxes if certain conditions are met. BOLI carrying
values totaled $16.3 million and $15.3 million at December 31, 2000 and 1999,
respectively.
41
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
EARNINGS PER SHARE
Basic EPS amounts have been computed by dividing reported earnings available to
common shareholders by the weighted average number of common shares outstanding
during the year. Dilutive EPS amounts have been computed using the weighted
average number of common shares and the dilutive potential common shares (stock
options outstanding) outstanding during the year. Included in diluted EPS are
194,274, 174,275, and 276,354 dilutive potential common shares for 2000, 1999
and 1998, respectively. Excluded from diluted earnings per share were options to
purchase 266,400, 494,544, and 308,566 shares in 2000, 1999 and 1998,
respectively. These shares were excluded as the exercise price was greater than
the average market price of the common shares during the respective years.
COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all non-owner related
changes in a company's equity including, among other things, unrealized gains
and losses on investment securities classified as available-for-sale. Other
comprehensive income refers to revenues, expenses, gains, and losses that under
generally accepted accounting principles are included in comprehensive income
but excluded from net income. Gains on investment securities that were realized
and included in net income of the current period that also had been included in
other comprehensive income as unrealized holding gains in the period in which
they arose are deducted through other comprehensive income of the period in
which they are included in net income to avoid including them in comprehensive
income twice.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1999 and 1998 consolidated
financial statements to conform to the 2000 presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". The
statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded on the balance sheet as either an asset or
liability measured at its fair value. The statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statements, and requires that a company must formally
document, designate and assess the effectiveness of transactions that receive
hedge accounting. On June 15, 2000, the FASB issued SFAS No. 138, "Accounting
for Certain Derivative Instruments and Certain Hedging Activities, an Amendment
of FASB Statement No. 133." The Statement addresses a limited number of issues
causing implementation difficulties for numerous entities that are required to
implement SFAS No. 133.
Statement 133 as amended by SFAS Nos. 137 and 138 is effective for fiscal years
beginning after June 15, 2000. A company may also implement the statements as of
the beginning of any fiscal quarter after issuance (that is, fiscal quarters
beginning June 16, 1998 and thereafter). Statement 133 cannot be applied
retroactively. Statement 133 must be applied to (a) derivative instruments and
(b) certain derivative instruments embedded in hybrid contracts that were
issued, acquired, or substantively modified after December 31, 1997 (and, at the
Company's election, before January 1, 1998).
42
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The Company adopted SFAS No. 133 in the first quarter of 2001. The adoption of
SFAS No. 133 did not have a material effect on the consolidated financial
statements, but could have the effect of increasing the volatility in reporting
earnings and accumulated other comprehensive income.
SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, was issued in September 2000. SFAS No. 140 is a
replacement of SFAS No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. Most of the provisions of SFAS No.
125 were carried forward to SFAS No. 140 without reconsideration by the
Financial Accounting Standards Board ("FASB"), and some were changed only in
minor ways. In issuing SFAS No. 140, the FASB included issues and decisions that
had been addressed and determined since the original publication of SFAS No.
125. SFAS No. 140 is effective for transfers after March 31, 2001. Management
does not expect the adoption of SFAS No. 140 to have a significant impact on the
financial position or results of operations of the Company.
2. BUSINESS SEGMENTS
In 1998, the Company Adopted SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for reporting
operating segments of a business enterprise and descriptive information about
the operating segments in financial statements. Operating segments are
components of an enterprise, which are evaluated regularly by the chief
operating decision-maker in deciding how to allocate resources and in assessing
performance. The Company's chief operating decision-maker is the Chief Executive
Officer and Chairman of the Board of the Company. The adoption of SFAS No. 131
did not have a material effect on the Company's primary financial statements,
but did result in the disclosure of segment information contained herein. The
Company has identified its reportable operating business segment as Community
Banking, based on the products and services provided to its customers.
The Company's community banking business segment consists of commercial banking
and retail banking. The community banking segment is managed as a single
strategic unit and derives its revenues from a wide range of banking services,
including lending activities, and the acceptance of demand, savings and time
deposits.
Nonreportable operating segments of the Company's operations which do not have
similar characteristics to the community banking operations and do not meet the
quantitative thresholds requiring disclosure, are included in the other category
in the disclosure of business segments below. The nonreportable segment
represents the holding company financial information (Note 21) and its
non-banking subsidiary First Essex Capital Trust I.
The accounting policies used in the disclosure of business segments are the same
as those described in the summary of significant accounting policies (Note 1).
The consolidation adjustments reflect certain eliminations of intersegment
revenue, cash and investments in subsidiaries.
43
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
CONSOLIDATION
COMMUNITY ADJUSTMENTS
BANKING OTHER AND ELIMINATIONS CONSOLIDATED
---------- -------- -------- ----------
(DOLLARS IN THOUSANDS)
DECEMBER 31, 2000
INVESTMENT SECURITIES $ 453,313 $ -- $ -- $ 453,313
NET LOANS 957,637 -- -- 957,637
LONG-LIVED ASSETS 63,892 -- -- 63,892
TOTAL ASSETS 1,521,049 55,385 (55,467) 1,520,967
TOTAL DEPOSITS 1,128,405 -- (882) 1,127,523
BORROWED FUNDS 267,409 -- -- 267,409
TOTAL LIABILITIES 1,406,660 11,638 (12,748) 1,405,550
TOTAL INTEREST INCOME 111,602 992 (985) 111,609
TOTAL INTEREST EXPENSE 60,080 869 (985) 59,964
NET INTEREST INCOME 51,522 123 -- 51,645
PROVISION FOR LOAN LOSSES 3,710 -- -- 3,710
TOTAL NONINTEREST INCOME 7,683 129 -- 7,812
TOTAL NONINTEREST EXPENSE 31,746 868 -- 32,614
PROVISION FOR INCOME TAXES 9,470 (805) -- 8,665
NET INCOME 14,278 190 -- 14,468
December 31, 1999
Investment securities 455,220 -- -- 455,220
Net loans 800,946 -- -- 800,946
Long-lived assets 65,292 -- -- 65,292
Total assets 1,377,265 44,171 (44,118) 1,377,318
Total deposits 1,002,985 -- (224) 1,002,761
Borrowed funds 268,962 -- -- 268,962
Total liabilities 1,285,956 1,408 (1,624) 1,285,740
Total interest income 96,736 16 (10) 96,742
Total interest expense 50,193 -- (10) 50,183
Net interest income 46,543 16 -- 46,559
Provision for loan losses 2,400 -- -- 2,400
Total noninterest income 6,095 -- -- 6,095
Total noninterest expense 30,076 (5) -- 30,071
Provision for income taxes 7,449 42 -- 7,491
Net income 12,713 (21) -- 12,692
December 31, 1998
Investment securities 367,019 -- -- 367,019
Net loans 722,622 -- -- 722,622
Long-lived assets 53,497 -- -- 53,497
Total assets 1,246,213 49,856 (48,055) 1,248,014
Total deposits 935,424 -- (729) 934,695
Borrowed funds 201,499 -- -- 201,499
Total liabilities 1,149,950 1,711 (729) 1,150,932
Total interest income 93,456 112 (108) 93,460
Total interest expense 52,620 -- (108) 52,512
Net interest income 40,836 112 -- 40,948
Provision for loan losses 1,440 -- -- 1,440
Total noninterest income 6,720 145 -- 6,865
Total noninterest expense 28,178 -- -- 28,178
Provision for income taxes 7,022 105 3 7,130
Net income 10,916 152 (3) 11,065
44
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
3. BRANCH ACQUISITION
Pursuant to a Purchase and Assumption Agreement, the Company purchased certain
assets from and assumed certain deposit liabilities relating to five branch
offices of another financial institution on June 19 and June 26, 1998. The
purchase price was allocated to assets acquired and liabilities assumed based on
estimates of fair value at the date of acquisition. The assets acquired
consisted of approximately $63.9 million of loans, fixed and other assets, real
property related to the owned branches and cash at the branches. The premium, or
the excess of the purchase price over the fair value of assets acquired, was
approximately $15.1 million. Of this premium, approximately $10.5 million was
allocated to a core deposit intangible (CDI) and the resulting residual amount,
approximately $4.6 million, was recorded as goodwill. CDI will be amortized over
eight years on a 125% declining balance method while the goodwill will be
amortized over a twenty year life on a straight line basis.
Because the acquisition of branches represents the acquisition of assets and
does not represent the acquisition of a business, separate entity or subsidiary,
no pro forma financial information is presented. Because the deposit liabilities
assumed exceed the assets acquired, there was a cash payment made to the Company
as a result of this transaction.
The following is a summarization of the components of the transaction based on
estimates of fair value at the date of acquisition (in thousands):
Loans, net $ 60,425
Bank premises and equipment 2,222
Core deposit intangible 10,544
Goodwill 4,580
Prepaid expenses and other assets 434
Deposit and repurchase agreement liabilities assumed (142,701)
Accrued expenses and liabilities (537)
---------
Net cash received $ 65,033
=========
4. INVESTMENT SECURITIES
Investment securities at December 31, 2000 and 1999 are as follows:
2000 1999
-------------------------------------------- ---------------------------------------------
UNREALIZED Unrealized
AMORTIZED ---------------- FAIR Amortized ------------------ Fair
COST GAINS LOSSES VALUE Cost Gains Losses Value
-------- ---- ------- -------- -------- ---- -------- --------
(Dollars in thousands)
Investment securities available
for sale:
U.S. government and
agency obligations $122,133 $ -- $ (305) $121,828 $117,620 $ -- $ (3,639) $113,981
Mortgage-backed securities 321,492 -- (4,316) 317,176 324,717 -- (14,714) 310,003
Other bonds and obligations 348 -- (4) 344 10,783 -- (726) 10,057
-------- ---- ------- -------- -------- ---- -------- --------
Total investment securities $443,973 $ -- $(4,625) $439,348 $453,120 $ -- $(19,079) $434,041
======== ==== ======= ======== ======== ==== ======== ========
At December 31, 2000 and 1999, U.S. government obligations and mortgage-backed
securities with amortized cost of $65,822,000 and $56,492,000, respectively, and
fair value of $65,296,000 and $54,715,000, respectively, were pledged to
collateralize certain borrowings, deposit accounts and repurchase agreements.
For the year ended December 31, 2000, there were realized gross losses of
$18,000 from the sale of investment securities available-for-sale. For the years
ended December 31, 1999 and 1998, there were realized gains before taxes from
the sale of investment securities of approximately $54,000 and $1,344,000,
respectively.
45
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following table shows the maturity distribution of the amortized cost of the
Company's investment securities at December 31, 2000:
LESS THAN GREATER THAN
1 YEAR 1-5 YEARS 5-10 YEARS 10 YEARS TOTAL
-------- -------- -------- -------- --------
(Dollars in thousands)
Investment securities
available-for-sale:
U.S. government and
agency obligations $ 10,349 $ 34,944 $ 74,474 $ 2,366 $122,133
Mortgage-backed securities (1) 24,893 100,233 94,922 101,444 321,492
Other bonds and obligations -- 348 -- -- 348
-------- -------- -------- -------- --------
$ 35,242 $135,525 $169,396 $103,810 $443,973
======== ======== ======== ======== ========
The following table shows the maturity distribution of the fair value of the
Company's investment securities at December 31, 2000:
LESS THAN GREATER THAN
1 YEAR 1-5 YEARS 5-10 YEARS 10 YEARS TOTAL
-------- -------- -------- -------- --------
(Dollars in thousands)
Investment securities
available-for-sale:
U.S. government and
agency obligations $ 10,349 $ 35,099 $ 74,077 $ 2,303 $121,828
Mortgage-backed securities (1) 24,652 99,040 93,942 99,542 317,176
Other bonds and obligations -- 344 -- -- 344
-------- -------- -------- -------- --------
$ 35,001 $134,483 $168,019 $101,845 $439,348
======== ======== ======== ======== ========
(1) Maturities of mortgage-backed securities are based on contractual
maturities with scheduled amortization based on expected prepayments.
Actual maturities will differ from contractual maturities due to
prepayments.
46
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
5. LOANS
Major classifications of loans at December 31, 2000 and 1999 follow:
2000 1999
--------- ---------
(Dollars in thousands)
Mortgage loans:
Residential $ 118,225 $ 140,967
Commercial 122,248 111,272
Construction 94,036 51,353
--------- ---------
Total mortgage loans 334,509 303,592
--------- ---------
Owner-occupied commercial real estate loans 68,673 63,367
Commercial loans 117,020 98,701
Aircraft loans 159,730 107,007
Consumer loans:
Second Mortgage, Home Equity
& Home Improvement 53,840 51,622
Automobile 230,696 180,075
Other consumer 4,118 4,867
--------- ---------
Total consumer loans 288,654 236,564
--------- ---------
Less:
Allowance for loan losses (12,716) (11,339)
--------- ---------
$ 955,870 $ 797,892
========= =========
The Company's lending activities are conducted principally in eastern
Massachusetts and southern New Hampshire. The Company originates single family
and multifamily residential loans, commercial real estate loans, commercial
loans, aircraft loans, automobile loans and a variety of consumer loans. In
addition, the Company originates loans for the construction of residential
homes, multifamily properties, commercial real estate properties and land
development.
A significant portion of the loans originated by the Company are collateralized
by real estate. The ability and willingness of the single family residential and
consumer borrowers to honor their repayment commitments are generally dependent
on the level of overall economic activity within the geographic areas and real
estate values. The ability and willingness of commercial real estate, commercial
and construction loan borrowers to honor their repayment commitments are
generally dependent on the health of the real estate economic sector in the
borrowers' geographic areas, the borrowers' financial condition and the economy
in general.
47
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
A summary of changes in the allowance for loan losses for the years ended
December 31, 2000, 1999 and 1998 follows:
2000 1999 1998
-------- -------- --------
(Dollars in thousands)
Balance at beginning of year $ 11,339 $ 11,261 $ 10,570
Acquired allowance - Branch (Note 3) -- -- 765
Provision for loan losses 3,710 2,400 1,440
Charge-offs (2,819) (3,234) (3,546)
Recoveries 486 912 2,032
-------- -------- --------
Balance at end of year $ 12,716 $ 11,339 $ 11,261
======== ======== ========
The Company considers a loan impaired if it is 90 days or more past due as to
principal or interest, or if management's credit risk assessment determines that
it is probable that principal or interest will not be collected as contractually
scheduled. In addition, loans that are restructured at market rates and
comparable to loans with similar risks are considered impaired only in the year
of the restructuring, so long as they continue to perform according to the
restructured terms. Excluded from the impaired category, but otherwise
considered nonaccruing loans, are small balance homogeneous loans that are
ninety days or more past due. Small balance homogeneous loans include
residential mortgage loans, residential construction loans to individuals
(excluding builder construction loans) and consumer loans. The Company evaluates
a loan's level of impairment by measuring the net present value of the expected
future cash flows using the loan's original effective interest rate, or
considering the fair value of the collateral if the loan is collateral
dependent. When the difference between the net present value of the impaired
loan (or fair value of the collateral if the loan is collateral dependent) is
lower than the recorded investment of the loan, the difference is provided to
expense with a resulting valuation allowance.
48
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following table indicates the recorded investment in nonperforming assets
and the related valuation allowance for impaired loans:
DECEMBER 31, 2000 December 31, 1999
-------------------------- -------------------------
IMPAIRED LOAN Impaired Loan
RECORDED VALUATION Recorded Valuation
INVESTMENT ALLOWANCE (1) Investment Allowance (1)
------- ------- ------- -------
(Dollars in thousands)
Impaired Loans
Requiring a valuation allowance $ 162 $ 143 $ 312 $ 229
Not requiring a valuation allowance -- -- 242 --
162 143 554 229
------- ------- ------- -------
Restructured Loans -- -- 303 75
------- ------- ------- -------
Total impaired 162 $ 143 857 $ 304
------- ======= ------- =======
Residential mortgage 532 1,187
Other 1,936 1,381
------- -------
Total nonaccruing loans 2,630 3,425
Foreclosed property, net 3 447
------- -------
Total nonperforming assets $ 2,633 $ 3,872
======= =======
Percentage of nonperforming assets
to total assets 0.17% 0.28%
Percentage of allowance for loan losses
to non accruing loans 483.5% 331.1%
(1) The valuation allowance for impaired loans is included in the allowance for
loan losses on the balance sheet.
The average recorded investment in impaired loans was approximately $394,000 in
2000, $1.3 million in 1999 and $3.0 million in 1998. Interest income recognized
on impaired loans, using the cash basis of income recognition, amounted to
approximately $123,000 for the year ended December 31, 2000 compared to $96,000
in 1999 and $265,000 in 1998.
The maximum amount of aggregate loans to directors, executive officers and
principal stockholders for the year ended December 31, 2000 was less than 5% of
stockholders' equity.
At December 31, 2000 and 1999, the Bank was servicing loans sold to various
other banks and entities on a nonrecourse basis (except as discussed in Note
12), in the amounts of $13,307,000 and $25,996,000, respectively. The amount of
loans sold and serviced for others is not included in loans receivable.
49
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
6. BANK PREMISES AND EQUIPMENT
A summary of bank premises and equipment at December 31, 2000 and 1999 follows:
ESTIMATED USEFUL
2000 1999 LIFE
-------- --------- --------------
Land $ 1,595 $ 1,595
Buildings 9,225 9,050 20 to 30 years
Leasehold improvements 5,405 5,411 1 to 13 years
Furniture and fixtures 12,292 11,552 3 to 10 years
------- --------
28,517 27,608
Less accumulated depreciation
and amortization 18,697 16,916
------- --------
$ 9,820 $ 10,692
======= ========
Depreciation and amortization expense was $1,781,000, $2,082,000, and
$1,963,000, for 2000, 1999 and 1998, respectively.
7. DEPOSITS
A summary of deposits at December 31, 2000 and 1999 follows:
2000 1999
---------- ----------
(Dollars in thousands)
Personal and business checking
accounts (noninterest-bearing) $ 116,780 $ 96,855
NOW accounts 66,340 54,414
Money market accounts 85,191 95,680
Savings accounts 285,220 264,165
Time deposits 573,992 491,647
---------- ----------
$1,127,523 $1,002,761
========== ==========
At December 31, 2000, 1999 and 1998, outstanding certificates of deposits in
denominations of $100,000 and over had maturities as follows:
REMAINING TERM TO MATURITY 2000 1999 1998
- -------------------------- -------- -------- -------
(Dollars in thousands)
Three months or less $ 35,786 $ 27,171 $13,220
Over three through six months 24,231 29,278 8,709
Over six through twelve months 60,565 28,752 36,688
Over twelve months 43,038 33,481 12,494
-------- -------- -------
$163,620 $118,682 $71,111
======== ======== =======
50
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
8. BORROWED FUNDS
Borrowed funds at December 31, 2000 and 1999 are summarized below:
2000 1999
-------- --------
(Dollars in thousands)
Due during 2001, interest rates from 6.06% to 6.69% $127,897 $202,372
Due during 2003, interest rates from 6.12% to 6.38% 40,500 3,185
Due during 2005, interest rates at 6.08% 68 10,000
Due during 2009 to 2019, interest rates from 4.88% to 7.25% 52,990 23,120
Repurchase agreements 45,954 30,285
-------- --------
$267,409 $268,962
======== ========
Total lines of credit available under both short-term and long-term borrowings
from the FHLB are dependent upon the amount of FHLB stock owned and other assets
available as collateral. Total credit available was $446,126,000, of which
$224,671,000 was unused at December 31, 2000. The advances from the FHLB are
secured by all FHLB stock (book value of $12,771,000 and $19,985,000 at December
31, 2000 and 1999) and a pledge of certain assets as collateral. Repurchase
agreements outstanding at December 31, 2000 mature in three months or less with
average interest rates of 5.40% and are secured by certain U.S government and
agency securities.
9. COMPANY-OBLIGATED MANDATORILY REDEEMABLE TRUST PREFERRED SECURITIES
On March 23, 2000, the Company organized a wholly-owned Delaware business trust
which issued $10 million face amount of the trust's 10.875% Fixed Rate Capital
Trust Pass-Through Securities ("Capital Securities") scheduled to mature in 2030
to a private investor. Simultaneously, the trust used the proceeds of that sale
to purchase $10 million principal amount of the Company's 10.875% Fixed Rate
Junior Subordinated Deferrable Interest Debentures due 2030 ("Subordinated
Debt"). Both the Capital Securities and the Subordinated Debt are callable by
the Company at any time after 10 years from the issue date. The Subordinated
Debt is an unsecured obligation of the Company and is junior in right of payment
to all present and future senior indebtedness of the Company. The Capital
Securities are guaranteed by the Company on a subordinated basis. The Company
used the net proceeds of approximately $9.7 million for general corporate
purposes, including the repurchase of shares of the Company's outstanding common
stock.
The Trust Preferred Securities are presented in the consolidated balance sheets
of the Company titled "Company-Obligated Mandatorily Redeemable Trust Preferred
Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures of
the Company." The Company records distributions payable on the Trust Preferred
Securities as a Minority Interest Expense in its consolidated statements of
income. The cost of issuance of the Trust Preferred Securities totaled $337
thousand and is being accreted using the effective interest rate method.
51
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
10. INCOME TAXES
The provision for income taxes for each of the three years in the period ended
December 31, 2000 consists of the following:
2000 1999 1998
------- ------- -------
(Dollars in thousands)
Federal:
Current $ 9,547 $ 7,902 $ 6,573
Prepaid (1,604) (1,289) (228)
------- ------- -------
7,943 6,613 6,345
------- ------- -------
State:
Current 1,155 1,160 645
Deferred (prepaid) (433) (282) 140
------- ------- -------
722 878 785
------- ------- -------
$ 8,665 $ 7,491 $ 7,130
======= ======= =======
The difference between the total expected provision for income taxes computed by
applying the statutory federal income tax rate to income before provision for
income taxes and the recorded provision for income taxes for the three years in
the period ended December 31, 2000 follows:
2000 1999 1998
------- ------- -------
(Dollars in thousands)
Provision at statutory rate $ 8,097 $ 7,064 $ 6,369
State taxes, net of federal benefit 469 570 511
Goodwill amortization 275 275 273
Nondeductible expenses 15 14 5
Tax exempt interset (61) (313) (10)
Dividend received deduction (11) (12) (25)
Tax credits -- (107) (107)
Other, net (119) -- 114
------- ------- -------
Provision for income taxes $ 8,665 $ 7,491 $ 7,130
======= ======= =======
In August of 1996, Congress passed the Small Business Job Protection Act of
1996. Included in the bill was the repeal of IRC Section 593, which allowed
thrift institutions special provisions in calculating bad debt deductions for
income tax purposes. Thrift institutions are now viewed as commercial banks for
income tax purposes. The repeal is effective for tax years after December 31,
1995.
One effect of this legislative change was to suspend the Bank's bad debt reserve
for income tax purposes as of its base year (October 31, 1988). Any bad debt
reserves in excess of the base year amount is subject to recapture over a
six-year time period. The suspended (i.e. base year) amount is subject to
recapture upon the occurrence of certain events, such as a complete or partial
redemption of the Bank's stock or if the Bank ceases to qualify as a bank for
income tax purposes.
At December 31, 2000, the Bank's surplus includes approximately $7,700,000 of
bad debt reserves, representing the base year amount, for which income taxes
have not been provided. Since the Bank does not intend to use the suspended bad
debt reserve for purposes other than to absorb the losses for which it was
established, deferred taxes in the amount of $3,183,000 have not been recorded
with respect to such reserve.
52
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The components of the net deferred tax asset (included in other assets in the
accompanying consolidated balance sheet) at December 31, 2000 and 1999 follow:
2000 1999
------- --------
(Dollars in thousands)
Allowance for loan losses $ 5,248 $ 4,138
Deferred tax loan loss reserve (520) (780)
Depreciation 1,640 1,318
Deferred compensation 969 581
Pension accrual 401 335
Limited partnership investments (630) (629)
Accretion on bonds (193) (130)
Purchase business combination 103 163
Unrealized losses on available-for-sale securities 1,795 7,048
Intangible assets 427 465
Other, net (34) 73
------- --------
Net deferred tax asset $ 9,206 $ 12,582
======= ========
11. PENSION BENEFITS
The Company has a defined benefit pension plan covering most employees.
Employees are eligible to participate upon the attainment of age 21 and the
completion of one year of service. Benefits are based primarily on years of
service and employees' final five-year average pay. Contributions by the Company
are consistent with the funding requirements of federal law and regulations.
Pension plan assets consist primarily of mutual funds, bonds and government
securities.
The assumptions utilized include a discount rate of 7.75%, 7.75% and 6.75% at
October 31, 2000, 1999 and 1998, respectively. The rate on increase in future
compensation levels used in determining the actual present value of the
projected benefit obligation was 4.0% in 2000, 1999 and 1998. The expected
long-term rate of return on assets was 8.0% in 2000, 1999 and 1998.
53
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following table sets forth the changes in the plan's benefit obligations and
assets together with the plan's funded status and the amounts recognized in the
Company's consolidated financial statements at December 31, 2000 and 1999 for
the plan's October 31 fiscal year end:
2000 1999
------- -------
(Dollars in Thousands)
CHANGE IN BENEFIT OBLIGATION:
Projected benefit obligation at the beginning of the plan year $ 5,446 $ 5,425
Service cost 532 587
Interest cost 422 366
Actuarial loss (gain) 292 (706)
Benefits paid (357) (226)
------- -------
Projected benefit obligation at the end of the plan year $ 6,335 $ 5,446
======= =======
Actuarial present value of vested benefits $ 4,662 $ 4,184
======= =======
Actuarial present value of accumulated benefit obligation $ 4,763 $ 4,245
======= =======
CHANGE IN PLAN ASSETS:
Fair value of plan assets at the beginning of the year $ 8,000 $ 6,094
Return on assets 1,146 1,336
Contributions -- 796
Benefits paid (357) (226)
------- -------
Fair value of plan assets at the end of the year $ 8,789 $ 8,000
======= =======
RECONCILIATION OF THE FUNDING STATUS OF THE PLAN:
Funded status $ 2,454 $ 2,554
Transition liability 57 63
Deferred gain (3,485) (3,406)
------- -------
Accrued expense $ (974) $ (789)
======= =======
Net periodic pension benefit cost for the years ended December 31, 2000, 1999
and 1998 included the following components:
2000 1999 1998
----- ----- -----
(Dollars in thousands)
Service cost - benefits earned during the year $ 532 $ 587 $ 479
Interest cost on projected benefit obligation 422 366 343
Expected return on plan assets (640) (487) (459)
Net amortization and deferral (131) (69) (85)
----- ----- -----
Net periodic pension cost $ 183 $ 397 $ 278
===== ===== =====
The Company has no postretirement or postemployment benefit arrangements other
than pension benefits with its employees, except as stated in Note 12.
54
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
12. COMMITMENTS AND CONTINGENCIES
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments, held for purposes other than trading, include
commitments to originate loans, standby letters of credit, recourse arrangements
on sold assets, unadvanced portions of construction loans and forward
commitments. The instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the accompanying
consolidated balance sheets. The contract or national amounts of these
instruments reflect the extent of involvement the Company has in particular
classes of financial instruments.
The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments, standby letters of
credit and recourse arrangements is represented by the contractual amount of
those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance sheet
instruments. For forward commitments, the contract or notional amounts do not
represent exposure to credit loss. The Company controls the credit risk of its
forward commitments through credit approvals, limits and monitoring procedures.
Financial instruments with off-balance sheet risk at December 31, 2000 and 1999
follow:
CONTRACTUAL AMOUNT
2000 1999
-------------- ------------
(Dollars in thousands)
Commitments to originate loans $ 50,302 $ 42,400
Unused lines of credit 65,458 39,121
Commercial and standby letters of credit 17,371 14,026
Loans sold with recourse 594 866
Unadvanced portions of
construction loans 48,023 32,655
Forward commitments 1,767 3,054
Commitments to originate loans are agreements to lend to customers provided
there are no violations of any conditions established in the contracts.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Company upon extension of credit, is based upon
management's credit evaluation of the borrower.
Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance by a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers.
55
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
LEASE COMMITMENTS
The Company has operating leases on twelve of its facilities. Most of the leases
have renewal options. Total rent expense under these leases for 2000, 1999 and
1998 was $1,302,000, $1,039,000 and $918,000, respectively.
The following is a schedule of future minimum lease payments, excluding options,
for operating leases (dollars in thousands):
YEAR ENDING DECEMBER 31,
2001 $ 1,866
2002 1,766
2003 1,745
2004 1,663
2005 624
Thereafter 281
-------
Total future minimum lease payments $7,945
=======
EMPLOYMENT AND TERMINATION AGREEMENTS
The Company and the Bank has entered into employment agreements with two
executive officers. Each employment agreement is for a three-year term,
commencing on January 1, 1997 and is extended daily until notice of non-renewal
is given by either the officer or the Company or the Bank. Under both of the
employment agreements, if the officer's employment is terminated for any reason
other than for "cause", as defined in the employment agreement, or if the
officer terminates his employment for "good reason", as defined therein, the
officer will be entitled to receive a lump sum severance benefit equal to three
times the officer's highest annual "Total Compensation," as defined therein,
during the three preceding fiscal years as well as the continuation of certain
benefits for the remaining term of the employment agreement and a pension
adjustment as specified in the employment agreement.
In addition, the Company, the Bank and five officers (including the two officers
referred to above) have entered into special termination agreements that provide
for the payment, under certain circumstances, of a lump-sum amount upon
termination following a "Change of Control" as defined therein. The lump-sum
amounts for three of these officers are based on three times the officer's
current base salary and the highest annual bonus paid during the three fiscal
years preceding the termination of employment. The lump-sum amounts for the
other two officers are based on two times such base salary and highest bonus.
Additionally, the first three officers would continue to receive disability and
medical benefits for three years after such termination. Also, the pensions of
the officers who do not have employment contracts would be credited with a
number of additional years of accrual equal to the multiple of base salary
applicable to such officer's severance benefits. In the case of such a
termination, the two officers with employment agreements could elect to receive
(in lieu of any benefits due under such officer's special termination agreement)
such termination benefits as he may receive under his employment agreement.
56
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The Company and the Bank have entered into an Executive Salary Continuation
Agreement ("SERP") with the Company's Chairman and Chief Executive Officer.
Under this agreement, the officer would be entitled to certain payments
following retirement at or after age 62. Payments under the agreement will equal
65% of the highest annual compensation (including bonuses) received during any
of the five years preceding retirement, reduced by a portion of social security
benefits payable as well as amounts payable pursuant to other qualified defined
benefit pension plans. The agreement also provides for certain reduced payments
if the officer's employment terminates before age 62, and for certain benefits
in the event of disability and upon death, under certain circumstances. The
Board of Directors of the Company and Bank have authorized the revision of the
SERP to provide for the funding of a Trust by the Company in the event of a
Change of Control, as defined therein, in an amount necessary to fulfill the
Company's and the Bank's obligations thereunder.
The Company and the Bank have entered into an Executive Salary Continuation
Agreement ("SERP") with the Company's President and Chief Operating Officer.
Under this agreement, the officers would be entitled to certain payments
following retirement at or after age 62. Payments under the agreement will equal
65% of the average of the two highest annual compensation amounts (including
bonuses) received during any of the ten years preceding retirement, reduced by a
portion of social security benefits payable as well as amounts payable pursuant
to other qualified pension plans. The agreement also provides for certain
reduced payments if the officer's employment terminates before age 62, and for
certain benefits in the event of disability and upon death, under certain
circumstances. The Board of Directors of the Company and the Bank have
authorized the revision of the SERP to provide for the funding of a Trust by the
Company in the event of a Change of Control, as defined therein, in an amount
necessary to fulfill the Company's and the Bank's obligations thereunder.
The Company and the Bank have also entered into Benefit Enhancement Plans
("BEP") for three executive officers other than the Chairman and Chief Executive
Officer and President and Chief Operating Officer. Under the BEP, the Company
agrees to provide additional retirement benefits to compensate the officers for
benefits that otherwise would be lost due to the limitations imposed by the
Internal Revenue Code.
The Company's former Chief Financial Officer retired from the Company on
December 31, 1998. In connection with his retirement, the Company entered into
an agreement with the officer which provides for certain retirement benefits,
including a lump sum special payment of $237,500 and continuation of health
insurance benefits for a period of six months following the date of retirement.
The Employment Agreement and Special Termination Agreement terminated upon
retirement. The stock option exercise extension and the continuation of health
benefits have likewise terminated.
LEGAL PROCEEDINGS
The Company is involved in various legal proceedings incidental to its business,
none of which is believed by management, based on discussion with legal counsel,
to be material to the financial condition or operations of the Company.
13. MANAGEMENT INCENTIVE COMPENSATION PLAN
The Company has a Management Incentive Compensation Plan (the "Incentive Plan")
as a means of recognizing achievement on the part of individual officers and
management as a whole. In 2000, 1999 and 1998 the Company awarded $752,000,
$601,000, and $457,000, respectively, for bonuses in connection with the
Incentive Plan.
57
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
14. STOCK PLANS
The Company has three stock plans. The first was adopted in 1987 as a
performance incentive for its directors, officers, employees and other key
persons (the "1987 Stock Option Plan"). The 1987 Stock Option Plan provided for
the granting of "Incentive Stock Options" and "Non-qualified Stock Options".
Options granted under the 1987 Stock Option Plan have an exercise price per
share equal to at least the fair market value of a share of the Company's common
stock on the date the option is granted and expire no later than 10 years after
the date of grant. As of December 31, 2000, 385,281 shares are reserved for
issuance under this plan with respect to the current outstanding options; no
more options may be granted under this plan.
The second stock plan (the "1996 Stock Option Plan") was assumed under the terms
of the agreement related to the Company's purchase of Finest Financial Corp. on
December 30, 1996. Non-qualified options totaling 114,465 shares have been
granted under this plan at an exercise price of $7.67 per share to two former
officers of Finest. During 1997, 26,415 options were exercised. The remaining
88,050 options were vested and exercisable at December 31, 1999 and expire
October 1, 2005. None of these options were exercised during 2000. The weighted
average estimated life of these outstanding options is 4.8 years. The estimated
fair value of these options totaling $438,400 was recorded as part of the
acquisition price and, accordingly, the pro forma compensation cost discussed
below excludes the effect of these options. No more options may be granted under
this plan.
The third stock plan (the "1997 Stock Incentive Plan") was adopted in 1997 as a
performance incentive for the Company's directors, officers, and employees.
Incentive stock options, non-qualified stock options, unrestricted stock awards,
conditioned stock awards, performance share awards and stock appreciation rights
may be granted pursuant to the 1997 Stock Incentive Plan. Incentive stock
options granted under the 1997 Stock Incentive Plan have an exercise price per
share equal to at least the fair market value of a share of the Company's common
stock on the date the option is granted and expire no later than 10 years after
the date of grant. The company has reserved 800,000 shares for issuance pursuant
to awards granted under the 1997 Stock Incentive Plan.
The Company accounts for stock options at intrinsic value with disclosure of the
effects of fair value accounting on net income and earnings per share on a pro
forma basis. Had compensation costs for the stock option plans been determined
using the fair value method based upon the Modified Black-Scholes American
option model, the Company's 2000, 1999 and 1998 net income and earnings per
share from operations would have been reduced to the following pro forma amounts
(dollars in thousands except per share amounts):
2000 1999 1998
------- -------- --------
Net income:
As reported $14,468 $ 12,692 $ 11,065
Pro forma 14,058 12,170 10,525
Basic EPS:
As reported $ 1.95 $ 1.67 $ 1.46
Pro forma $ 1.90 $ 1.60 $ 1.39
Diluted EPS:
As reported $ 1.90 $ 1.63 $ 1.41
Proforma $ 1.86 $ 1.57 $ 1.35
Pro forma compensation cost may not be representative of that in future years.
58
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following table summarizes various facts and assumptions pertaining to the
1987 Stock Option Plan and the 1997 Stock Incentive Plan for the three years
ended December 31, 2000, 1999 and 1998:
2000 1999 1998
-------------- ------------- -------------
Number of Options:
Outstanding at beginning of year 839,881 752,802 804,019
Granted 160,000 167,000 169,200
Expired (6,200) (42,856) (34,706)
Exercised (18,000) (37,065) (185,711)
-------------- ------------- -------------
Outstanding at end of year 975,681 839,881 752,802
============== ============= =============
Exercisable at end of year 657,368 502,317 361,407
============== ============= =============
Weighted average fair value of
options granted during year: $ 1.05 $ 2.27 $ 4.16
For options exercisable from
$5.25 to $11.375 per share:
Weighted average price per share:
Outstanding at beginning of year $ 9.350 $ 9.497 $ 9.223
Granted -- -- --
Expired 7.875 -- 11.375
Exercised 11.375 10.852 8.518
Outstanding at end of year 9.311 9.350 9.497
Exercisable at end of year 9.100 9.089 8.808
Weighted average remaining contractual life of
options outstanding at end of year: 4.33 YEARS 5.27 years 6.33 years
For options exercisable from
$13.313 to $17.625 per share:
Weighted average price per share:
Outstanding at beginning of year $16.621 $ 16.490 $ 16.487
Granted 13.313 16.690 --
Expired 16.750 16.816 --
Exercised 16.375 -- 16.375
Outstanding at end of year 15.233 16.621 16.490
Exercisable at end of year 16.608 16.461 16.479
Weighted average remaining contractual life of
options outstanding at end of year: 8.33 YEARS 8.65 years 8.30 years
For options exercisable from
$18.313 to $23.984 per share:
Weighted average price per share:
Outstanding at beginning of year $ 22.093 $ 22.043 $ 19.828
Granted -- -- 23.883
Expired 19.750 21.625 20.589
Exercised -- -- --
Outstanding at end of year 22.095 22.093 22.043
Exercisable at end of year 21.777 21.604 19.813
Weighted average remaining contractual life of
options outstanding at end of year: 7.20 YEARS 8.21 years 9.19 years
Weighted average expected life of options at grant 10 YEARS 10 years 10 years
Weighted average risk-free interest rates at grant 6.26% 5.24% 5.38%
Weighted average dividend yield at grant 5.41% 3.84% 2.34%
Weighted average expected volatility at grant 23.29% 27.20% 27.20%
59
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
15. 401(k) PLAN
Under the 401(k) Plan (the "Plan"), eligible employees ("participants") may make
contributions up to 15% of their compensation with certain limitations. The
Company may elect to make basic matching contributions. During 2000, 1999 and
1998, the Company made basic matching contributions equal to 50% of the first 4%
of each participant's compensation, or a maximum of 2%. Basic matching
contributions for 2000, 1999 and 1998 amounted to $170,000, $156,000 and
$147,000, respectively. The Plan also provides for discretionary supplemental
matching contributions. These contributions are allocated to participants in the
same manner as described above. There were no supplemental matching
contributions in 2000, 1999 and 1998.
16. STOCKHOLDERS' EQUITY
At the time of conversion to stock form, the Bank established a liquidation
account in the amount of $41,426,000 (unaudited). In accordance with
Massachusetts statutes, the liquidation account is maintained for the benefit of
Eligible Account Holders who continue to maintain their accounts in the Bank
after the conversion. The liquidation account is reduced annually to the extent
that Eligible Account Holders have reduced their qualifying deposits. Subsequent
increases will not restore an Eligible Account Holder's interest in the
liquidation account. In the event of a complete liquidation, each Eligible
Account Holder is entitled to receive a distribution from the liquidation
account in a proportionate amount to the current adjusted qualifying balances
for the account then held.
17. REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Bank's capital amounts and classification are also
subject to qualitative judgement by the regulators about components, risk
weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
following table) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, as of December 31, 2000, that the Bank
meets all capital adequacy requirements to which it is subject.
As of December 31, 2000, the most recent notification from the Office of Thrift
Supervision ("OTS") categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized the Bank must maintain minimum total risk-based, Tier I risk-based,
and Tier I leverage ratios as set forth in the table. There are no conditions or
events since that notification that management is aware of that would have
changed the institution's category.
The Bank's actual capital amounts and ratios are also presented in the table. As
of December 31, 2000, the OTS did not deem it necessary for an interest-rate
risk component to be deducted from capital in determining risk-based capital
requirements.
The Bank may not declare or pay cash dividends on its shares of common stock if
the effect thereof would cause stockholders' equity to be reduced below
applicable capital maintenance requirements or if such declaration and payment
would otherwise violate regulatory requirements.
60
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
The following table displays the Bank's capital calculations as defined under
prompt corrective action for the periods indicated:
TO BE WELL
FOR CAPITAL CAPITALIZED UNDER PROMPT
ACTUAL CAPITALIZATION ADEQUACY PURPOSES CORRECTIVE ACTION PROVISION
--------------------- ------------------ --------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
-------- ----- ---------- ---- ----------- -----
(Dollars in thousands)
DECEMBER 31, 2000
TANGIBLE CAPITAL (TO ADJUSTED ASSETS) $ 98,021 6.48% $22,681 >= 1.50% N/A N/A
TIER I (CORE) CAPITAL (TO ADJUSTED ASSETS) 98,021 6.48 60,483 4.00 $ 75,603 >= 5.00%
TIER I CAPITAL (TO RISK WEIGHTED ASSETS) 98,021 9.10 43,090 4.00 64,635 6.00
TOTAL RISK BASED CAPITAL (TO RISK WEIGHTED ASSETS) 110,594 10.27 86,180 8.00 107,725 10.00
TO BE WELL
FOR CAPITAL CAPITALIZED UNDER PROMPT
ACTUAL CAPITALIZATION ADEQUACY PURPOSES CORRECTIVE ACTION PROVISION
--------------------- ------------------ --------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
-------- ----- ---------- ---- ----------- -----
(Dollars in thousands)
December 31, 1999
Tangible Capital (to Adjusted Assets) $81,565 5.93% $ 20,648 >= 1.50% n/a n/a
Tier I (Core) Capital (to Adjusted Assets) 81,565 5.93 41,296 4.00 $ 68,826 >= 5.00 %
Tier I Capital (to Risk Weighted Assets) 81,565 9.00 36,250 4.00 54,375 6.00
Total Risk Based Capital (to Risk Weighted Assets) 92,570 10.21 72,500 8.00 90,625 10.00
61
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
18. STOCK REPURCHASE PROGRAM
On January 8, 1998, the Company announced that its Board of Directors had
authorized the Company to repurchase up to 375,000 shares of its outstanding
common stock from time to time at prevailing market prices. During 1999 and
1998, the Company repurchased 56,800 shares and 110,500 shares, respectively. At
December 31, 1999, there were approximately 207,700 shares still authorized to
be repurchased under this plan. On March 9, 2000, the Company's Board of
Directors authorized the repurchase of additional shares of its common stock up
to a total of 970,000 shares. During 2000, the Company repurchased 276,000
shares.
19. PREFERRED STOCK
The Company's Board of Directors has authorized a series of 100,000 shares of
preferred stock designated as Series A Junior Participating Cumulative Preferred
Stock, par value $0.10 per share ("Series A Stock") and has declared a dividend
distribution of one Preferred Stock Purchase Right (the "Right") for each
outstanding share of the Company's common stock.
Pursuant to the Company's Shareholder Rights Plan, each Right entitles the
holder to purchase from the Company a unit consisting of one one-hundredth of a
share of Series A Stock, par value $0.10 per share, at an initial cash exercise
price of $28 per unit, subject to adjustment. The Rights are not exercisable and
remain attached to all outstanding shares of the Company's common stock until
the earliest of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding shares of the Company's
common stock (the date of said announcement being referred to as the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person or (iii) the declaration by the Company's Board of Directors
that a person is an "Adverse Person," as such term is defined in the Company's
Shareholder Rights Plan.
In the event that a Stock Acquisition Date occurs or the Board determines that a
person is an Adverse Person, each holder of a Right will be entitled to receive,
upon exercise, that number of units of Series A Stock having a fair value of two
times the exercise price of the Right. In the event that, at any time following
the Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction or (ii) 50% or more of the Company's assets or
earning power is sold, each holder of a Right shall thereafter have a right to
receive, upon exercise, common stock of the acquiring company having a fair
value equal to two times the exercise price of the Right. The holders of Series
A Stock would be entitled to preferred rights with respect to dividends, voting
and liquidation.
62
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
20. FAIR VALUE OF FINANCIAL INSTRUMENTS
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consists of cash on hand, amounts due from banks,
interest-bearing deposits, federal funds sold and investments with original
maturities of less than three months. Cash and cash equivalents are recorded at
cost, which approximates fair value.
INVESTMENT SECURITIES
Fair values for investment securities, excluding Federal Home Loan Bank (FHLB)
and Savings Bank Life Insurance (SBLI) stock, are based on quoted market prices,
where available. If quoted market prices are not available, fair values are
based on quoted market prices of comparable instruments. The carrying values of
FHLB and SBLI stock approximate fair value.
LOANS RECEIVABLE
For variable rate loans that reprice frequently and with no significant change
in credit risk, fair values are based on carrying values. The fair values for
certain mortgage loans (e.g., one-to-four family residential) are based on
quoted market prices of similar loans sold in conjunction with securitization
transactions, adjusted for differences in loan characteristics. The fair values
of other loans (e.g., commercial real estate and rental property mortgage loans,
commercial, industrial loans, and consumer loans) are estimated using a
discounted cash flow analysis, using interest rates currently being offered for
loans with similar terms to borrowers of similar credit quality. The carrying
amount of mortgage loans held-for-sale and accrued interest approximates fair
value.
OTHER EARNING ASSETS
Other earning assets consist of a long term fixed rate certificate of deposit
with the Federal Home Loan Bank of Boston. The fair value for this certificate
of deposit is estimated using a discounted cash flow calculation that applies an
interest rate currently being offered on a time deposit of similar maturity.
DEPOSITS
The fair values disclosed for certain deposits (e.g., interest and
noninterest-bearing checking, passbook savings, and certain types of money
market accounts) are, by definition, equal to the amount payable on demand at
the reporting date (i.e., their carrying amounts). Fair values for fixed-rate
certificates of deposit are estimated using a discounted cash flow calculation
that applies interest rates currently being offered on a schedule of aggregated
expected monthly maturities on time deposits. The carrying amount of accrued
interest payable approximates fair value.
BORROWED FUNDS
The carrying amount of borrowings payable within 90 days approximates fair
value. Fair values of other borrowings are estimated using discounted cash flow
analyses based on the Company's current borrowing rates for similar types of
borrowing arrangements. The carrying value for repurchase agreements
approximates fair value due to the short-term nature of these instruments.
63
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
OFF-BALANCE SHEET INSTRUMENTS
The fair values of the Company's off-balance sheet instruments (lending
commitments and letters of credit) are based on fees currently charged to enter
into similar agreements, taking into account the remaining terms of the
agreement and the counterparties' credit standing.
At December 31, 2000 and 1999, the estimated fair value of off-balance-sheet
financial instruments, consisting primarily of loan commitments, were not
material.
ASSUMPTIONS
Fair value estimates are made at a specific point in time, based on relevant
market information about specific financial instruments. These estimates do not
reflect any premium or discount that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument. Because
no market exists for a significant portion of the Company's financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgement and,
therefore, cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.
The estimated fair values of the Company's financial instruments follow:
DECEMBER 31, 2000 December 31, 1999
CARRYING FAIR Carrying Fair
AMOUNT VALUE Amount Value
---------- ---------- ---------- ----------
(Dollars in thousands)
Financial assets:
Cash and cash equivalents $ 28,840 $ 28,840 $ 41,598 $ 41,598
Investment securities available-for-sale 439,348 439,348 434,041 434,041
Stock in Federal Home Loan Bank
of Boston and Savings Bank Life
Insurance Company 13,965 13,965 21,179 21,179
Loans, net 955,870 962,699 797,892 799,487
Mortgage loans held-for sale 1,767 1,767 3,054 3,054
Other earning assets 17,601 17,601 17,491 17,491
Accrued interest receivable 9,852 9,852 8,672 8,672
Financial liabilities
Deposits 1,127,523 1,131,942 1,002,761 1,006,114
Borrowed funds 267,409 267,793 268,962 266,900
64
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
21. CONDENSED PARENT COMPANY FINANCIAL STATEMENTS-FIRST ESSEX BANCORP, INC.
Condensed financial statements of First Essex Bancorp, Inc. as of December 31,
2000 and 1999 and for the years ended December 31, 2000, 1999 and 1998 follows:
2000 1999
-------- -------
(Dollars in thousands)
BALANCE SHEETS
Assets:
Cash and cash equivalents $ 1,080 $ 412
Investment in First Essex Bank, FSB 114,389 91,309
Investment in First Essex Capital Trust I 336 --
Other assets 1,220 1,264
-------- -------
Total assets $117,025 $92,985
======== =======
Liabilities and stockholders' equity:
Subordinated debt $ 9,995 $ --
Other liabilities 1,298 1,407
Stockholders equity 105,732 91,578
-------- -------
Total liabilities and stockholders' equity $117,025 $92,985
======== =======
================================================================================
2000 1999 1998
-------- -------- -------
(Dollars in thousands)
STATEMENTS OF OPERATIONS
Income:
Interest on investments $ 123 $ 16 $ 112
Other income 130 5 145
-------- -------- -------
Total income 253 21 257
-------- -------- -------
Expenses:
Interest on subordinated debt 894 -- --
Operating expenses -- -- --
-------- -------- -------
Income (loss) before provision (benefit) for income taxes and
equity in undistributed net income of subsidiaries (641) 21 257
Provision (benefit) for income taxes (805) 42 105
-------- -------- -------
Income (loss) before equity in income of subsidiary 164 (21) 152
Equity in undistributed net income of First Essex Bank, FSB 14,278 12,713 10,913
Equity in undistributed net income of First Essex Capital Trust I 26 -- --
-------- -------- -------
Net income $ 14,468 $ 12,692 $11,065
======== ======== =======
65
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
2000 1999 1998
-------- -------- --------
(Dollars in thousands)
Statement of Cash Flows
Cash flows from operating activities:
Net income $ 14,468 $ 12,692 $ 11,065
Adjustments to reconcile net income
to new cash provided by operating activities:
Equity in income of First Essex Bank, FSB (14,278) (12,713) (10,913)
Equity in income of First Essex Capital Trust I (26) -- --
Provision for prepaid income taxes (2,037) (1,571) (88)
Amortization of fees associated with issuance
of subordinated debt 25 -- --
(Increase) decrease in other assets 2,181 1,977 (57)
Increase (decrease) in other liabilities (209) (463) 80
-------- -------- --------
Net cash provided by (used in) operating activities 124 (78) 87
-------- -------- --------
Cash flows from investing activities:
Dividends and other capital distributions
received from (paid to) First Essex Bank, FSB 300 4,900 (2,000)
Dividends and other capital distributions
received from (paid to) First Essex Capital Trust I (310) -- --
-------- -------- --------
Net cash provided by (used in) investing activities (10) 4,900 (2,000)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of subordinated debt 9,970 -- --
Common Stock Repurchase (4,291) (909) (2,493)
Stock options exercised 244 472 1,596
Dividends paid (5,369) (4,863) (4,228)
-------- -------- --------
Net cash used in financing activities 554 (5,300) (5,125)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents 668 (478) (7,038)
Cash and cash equivalents at beginning of year 412 890 7,928
-------- -------- --------
Cash and cash equivalents at end of year $ 1,080 $ 412 $ 890
======== ======== ========
22. RESTRICTIONS ON SUBSIDIARY BANK LOANS, ADVANCES AND DIVIDENDS
The Federal Reserve Act restricts the Bank with respect to lending or advancing
funds to the Company unless such loans are collateralized by specific
obligations and limits collateralized loans to 10% of the Bank capital stock and
surplus. At December 31, 2000, no amounts were available to be transferred from
the Bank to the Company in the form of loans or advances. In addition, under the
OTS prompt corrective action regulations, which took effect on December 19,
1992, the Bank generally would be prohibited from making any capital
distribution if, after the distribution, the Bank would have (i) a total
risk-based capital ratio of less than 8%, (ii) a Tier I risk-based capital ratio
of less than 4% or (iii) a Tier I core capital ratio of less than 3%.
66
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
23. QUARTERLY DATA (UNAUDITED)
A summary of quarterly financial data for the years ended December 31, 2000 and
1999 follows:
Year Ended December 31, 2000
-------------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(Dollars in thousands, except per share amounts)
INTEREST AND DIVIDEND INCOME $29,482 $28,801 $27,559 $25,767
INTEREST EXPENSE 16,313 15,647 14,390 13,614
------- ------- ------- -------
NET INTEREST INCOME 13,169 13,154 13,169 12,153
PROVISION FOR LOAN LOSSES 975 1,410 725 600
------- ------- ------- -------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 12,194 11,744 12,444 11,553
NONINTEREST INCOME 2,154 2,218 1,688 1,752
NONINTEREST EXPENSE 8,677 7,567 7,747 7,755
MINORITY INTEREST 280 281 280 27
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 5,391 6,114 6,105 5,523
PROVISION FOR INCOME TAXES 1,770 2,349 2,388 2,158
------- ------- ------- -------
NET INCOME $ 3,621 $ 3,765 $ 3,717 $ 3,365
======= ======= ======= =======
EARNINGS PER SHARE - BASIC $ 0.49 $ 0.51 $ 0.50 $ 0.44
======= ======= ======= =======
EARNINGS PER SHARE - DILUTED $ 0.48 $ 0.50 $ 0.49 $ 0.43
======= ======= ======= =======
Year Ended December 31, 1999
-------------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------- ------- ------- -------
(Dollars in thousands, except per share amounts)
Interest and dividend income $25,317 $24,524 $23,964 $22,937
Interest expense 13,080 12,816 12,426 11,861
------- ------- ------- -------
Net interest income 12,237 11,708 11,538 11,076
Provision for loan losses 600 600 600 600
------- ------- ------- -------
Net interest income after
provision for loan losses 11,637 11,108 10,938 10,476
Noninterest income 1,626 1,692 1,372 1,405
Noninterest expense 7,773 7,465 7,548 7,285
------- ------- ------- -------
Income before income taxes 5,490 5,335 4,762 4,596
Provision for income taxes 1,965 2,004 1,797 1,725
------- ------- ------- -------
Net income $ 3,525 $ 3,331 $ 2,965 $ 2,871
======= ======= ======= =======
Earnings per share - basic $ 0.46 $ 0.44 $ 0.39 $ 0.38
======= ======= ======= =======
Earnings per share - diluted $ 0.45 $ 0.43 $ 0.38 $ 0.37
======= ======= ======= =======
67
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in, or disagreements with, accountants on accounting and
financial disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item will appear under the headings
"Information Regarding Directors and Nominees", "Executive Officers" and
"Compliance with Section 16(a) of the Exchange Act" of the Company's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held May 3, 2001 to
be filed with the Securities and Exchange Commission within 120 days after
December 31, 2000 (the Proxy Statement"), and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will appear in the Proxy Statement under
the headings "Summary Compensation Table," "Stock Options Granted in Fiscal
2000," "Aggregated Option/SAR Exercises in Last Fiscal Year and FY-end
Option/SAR Values," "Pension Plan," "Executive Salary Continuation Agreement,"
"Employment Contracts, Termination of Employment and Change in Control
Arrangements," and "Compensation/Nominating Committee Interlocks and Insider
Participation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will appear in the Proxy Statement under
the headings "Security Ownership of Certain Beneficial Owners and Management"
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will appear in the Proxy Statement under
the heading "Certain Transactions with Management and Others" and is
incorporated herein by reference.
68
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) INDEX OF FINANCIAL STATEMENTS:
The following financial statements appear in response to Item 8 of this
Report.
Reports of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 2000 and 1999
Consolidated Statements of Operations for the Years Ended December 31,
2000, 1999, and 1998
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ending December 31,
2000, 1999 and 1998
Notes to Consolidated Financial Statements
(a) (2) INDEX OF FINANCIAL STATEMENT SCHEDULES:
The following financial statement schedules appear in response to Item 8 of
this report or as part of this Item 14:
SCHEDULE I - Indebtedness to Related Parties. This information required
by this schedule is not material and is therefore omitted.
SCHEDULE II - Guarantees of Securities of other Issuers. Not
applicable.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed by First Essex during the fiscal
quarter ended December 31, 2000.
(c) EXHIBITS:
(3) ARTICLES OF INCORPORATION AND BY-LAWS:
3.1 The Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to
the Company's Registration Statement on Form S-1, Registration No.
33-10966, filed with the Securities and Exchange Commission on April
17, 1987 ("Amendment No. 1 to the Form S-1");
3.1 The Amended and Restated By-laws of the Company are incorporated herein
by reference to Exhibit 4.1 of the Company's current report on Form 8-K
filed on December 28, 1992.
(10) MATERIAL CONTRACTS:
10.1- The First Essex Bancorp, Inc. 1987 Stock Option Plan is incorporated
herein by reference to Appendix B to the prospectus included in the
Company's Registration Statement on Form S-8, registration number
33-21292, filed on April 15, 1988;
10.2- The First Essex Bancorp, Inc. Rights Agreement is incorporated herein
by reference to Exhibit 1 to the Company's Report on Form 8-A filed on
October 12, 1999.
*10.3- (a) Amended and Restated Executive Salary Continuation Agreement dated
as of January 1, 1991 between First Essex Bancorp, Inc., First Essex
Bank, FSB and Leonard A. Wilson.
(b) Amended and Restated Executive Salary Continuation Agreement
dated as of January 1, 2000 between First Essex Bancorp, Inc.,
First Essex Bank, FSB and Leonard A. Wilson.
*10.4- (a) Amended and Restated Employment Agreement dated as of October 9,
1997 between Leonard A. Wilson and First Essex Bancorp, Inc.,
incorporated herein by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank, FSB and Leonard A. Wilson dated as of December 16, 1999, amending
Special Termination Agreement and Employment Agreements, incorporated
by reference to Exhibit 10.4(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1999.
*10.5- (a) Amended and Restated Employment Agreement dated as of October 9,
1997 between Leonard A. Wilson and First Essex Bank, FSB, incorporated
herein by reference to Exhibit 10.5 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank, FSB and Leonard A. Wilson dated as of December 16, 1999, amending
Special Termination Agreement and Employment Agreements (see Exhibit
10.4(b)).
*10.6- Amended and Restated Employment Agreement dated as of December 16, 1999
between Brian W. Thompson and First Essex Bancorp, Inc., incorporated
by reference to Exhibit 10.6 to the Company's Annual Report on Form
10-K for the year ended December 31, 1999.
*10.7- Amended and Restated Employment Agreement dated as of December 16, 1999
between Brian W. Thompson and First Essex Bank FSB, incorporated by
reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1999.
*10.8- (a) Special Termination Agreement dated January 1, 1994 and restated as
of October 9, 1997 between Leonard A. Wilson and First Essex Bancorp,
Inc. incorporated by reference to Exhibit 10.10 to the Company's
Quarterly report on Form 10-Q for the quarter ended September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank FSB and Leonard A. Wilson dated as of December 16, 1999, amending
Special Termination Agreement and Employment Agreements (see Exhibit
10.4(b)).
*10.9- (a) Special Termination Agreement dated January 1, 1994 and restated as
of October 9, 1997 between Brian W. Thompson and First Essex Bancorp,
Inc. incorporated by reference to Exhibit 10.12 to the Company's
Quarterly report on Form 10-Q for the quarter ended September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank, FSB and Brian W. Thompson, dated as of December 16, 1999,
amending Special Termination Agreement, incorporated by reference to
Exhibit 10.9(b) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
*10.10- (a) Form of Special Termination Agreement between First Essex Bancorp,
Inc., First Essex Bank, FSB and each of William F. Burke, John M.
DiGaetano, and Wayne C. Golon, incorporated herein by reference to
Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank, FSB and William F. Burke, dated as of December 16, 1999, amending
Special Termination Agreement, incorporated by reference to Exhibit
10.10(b) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
(c) Form of Letter Agreement between First Essex Bancorp, Inc., First
Essex Bank, FSB and each of John M. DiGaetano and Wayne C. Golon, dated
as of December 16, 1999, amending Special Termination Agreements,
incorporated, by reference to Exhibit 10.10(c) to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
*10.11- Common Stock Option Agreement with Brian W. Thompson incorporated
herein by reference to Form S-8, Registration No. 333-22183, filed on
February 21, 1997.
*10.12- First Essex Bancorp, Inc. 1997 Stock Incentive Plan incorporated herein
by reference to Form S-8, Registration No. 333-35057, filed on
September 5, 1997.
*10.13- Deferred Compensation Plan for Directors of First Essex Bancorp, Inc
and its Subsidiaries incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998.
*10.14- First Essex Bancorp, Inc. Senior Management Incentive Compensation Plan
incorporated by reference to Exhibit 10.14 to the Company's Annual
Report of Form 10-K for the year ended December 31, 1998.
*10.15- Agreement between First Essex Bancorp, Inc., First Essex Bank, FSB and
David W. Dailey incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998.
*10.16- Agreement between First Essex Bank, FSB and David L. Savoie,
incorporated by reference to Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
*10.17- Executive Salary Continuation Agreement dated as of January 1, 2000
between First Essex Bancorp, Inc., First Essex Bank, FSB and Brian W.
Thompson.
*10.18- Form of Benefit Enhancement Plan Agreement dated as of January 1, 2001
between First Essex Bancorp, Inc., First Essex Bank, FSB and each of
William F. Burke, John M. DiGaetano, and Wayne C. Golon.
(12) STATEMENTS REGARDING COMPUTATION OF RATIOS:
Not applicable, as First Essex does not have any debt securities
registered under Section 12 of the Securities Exchange Act of 1934.
(21) SUBSIDIARIES OF REGISTRANT:
A list of subsidiaries of the Company is attached hereto as Exhibit 21.
(23) CONSENT OF EXPERTS AND COUNSEL:
Consent of Arthur Andersen LLP is attached hereto as Exhibit 23.
*Management contract or compensatory plan.
70
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST ESSEX BANCORP, INC.
Date: March 19, 2001
by /s/ Leonard A. Wilson
-------------------------------------
Leonard A. Wilson
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BY THE FOLLOWING PEOPLE ON BEHALF OF THE REGISTRANT IN THE
CAPACITIES AND ON THE DATES INDICATED:
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BY THE FOLLOWING PEOPLE ON BEHALF OF THE REGISTRANT IN THE
CAPACITIES AND ON THE DATES INDICATED:
/s/LEONARD A. WILSON CHAIRMAN AND CHIEF EXECUTIVE OFFICER MARCH 19, 2001
- ------------------------------ (PRINCIPAL EXECUTIVE OFFICER)
LEONARD A. WILSON
/s/WILLIAM F. BURKE CHIEF FINANCIAL OFFICER MARCH 8, 2001
- ------------------------------ (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
WILLIAM F. BURKE
/s/THOMAS S. BARENBOIM DIRECTOR MARCH 8, 2001
- ------------------------------
THOMAS S. BARENBOIM
DIRECTOR
- ------------------------------
AUGUSTINE J. FABIANI
/s/WILLIAM L. LANE DIRECTOR MARCH 8, 2001
- ------------------------------
WILLIAM L. LANE
/s/FRANK J. LEONE, JR. DIRECTOR MARCH 8, 2001
- ------------------------------
FRANK J. LEONE, JR.
DIRECTOR
- ------------------------------
ROBERT H. PANGIONE
/s/BRIAN W. THOMPSON DIRECTOR MARCH 8, 2001
- ------------------------------
BRIAN W. THOMPSON
/s/WALTER W. TOPHAM DIRECTOR MARCH 8, 2001
- ------------------------------
WALTER W. TOPHAM
/s/ROBERT H. WATKINSON DIRECTOR MARCH 8, 2001
- ------------------------------
ROBERT H. WATKINSON