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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended June 30, 2002
Commission File Number 0-17859
NEW HAMPSHIRE THRIFT
BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
State of Delaware 02-0430695
(State of Incorporation) (IRS Employer I.D. Number)
9 Main St., PO Box 9, Newport, NH 03773
(Address of principal executive offices) (Zip Code)
603-863-0886
(Registrant's telephone number, including area code)
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____
The number of shares outstanding of each of the issuer's classes of common
stock, $.01 par value per share, as of June 30, 2002, was 1,948,824.
Transitional small business disclosure format:
Yes____ No X
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1 Condensed Consolidated Financial Statements:
Independent Accountants' Review Report 1
Condensed Consolidated Statements of Financial Condition -
June 30, 2002 (unaudited) and December 31, 2001 2
Condensed Consolidated Statements of Operations (unaudited) -
For the Six Months Ended June 30, 2002 and 2001
For the Three Months Ended June 30, 2002 and 2001 3
Condensed Consolidated Statements of Cash Flows (unaudited) -
For the Six Months Ended June 30, 2002 and 2001 4
Notes To Condensed Consolidated Financial Statements - 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations - 8
Item 3 Quantitative and Qualitative Disclosures about Market Risk 15
PART II. OTHER INFORMATION
Item 1 Legal Proceedings 16
Item 2 Changes in Securities 16
Item 3 Defaults Upon Senior Securities 16
Item 4 Submission of Matters to a Vote of Common Shareholders 16
Item 5 Other Information 16
Item 6 Exhibits Reports on Form 8-K 16
Signatures 17
SHATSWELL, MACLEOD & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
83 PINE STREET
WEST PEABODY, MASSACHUSETTS 01960-3635
TELEPHONE (978) 535-0206
FACSIMILE (978) 535-9908
The Board of Directors
New Hampshire Thrift Bancshares, Inc.
Newport, New Hampshire
Independent Accountants' Report
We have reviewed the accompanying condensed consolidated statement of financial
condition of New Hampshire Thrift Bancshares, Inc. and Subsidiaries as of June
30, 2002 and the related condensed consolidated statements of operations and
cash flows for the six-month periods ended June 30, 2002 and 2001 and the
related condensed consolidated statements of income for the three-month periods
ended June 30, 2002 and 2001. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
consolidated financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the consolidated financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated statement of
financial condition as of December 31, 2001, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for the
year then ended (not presented herein); and in our report dated January 17,
2002, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated statement of financial condition as of December 31, 2001,
is fairly stated, in all material respects, in relation to the consolidated
statement of financial condition from which it has been derived.
/s/SHATSWELL, MacLEOD & COMPANY, P.C.
SHATSWELL, MacLEOD & COMPANY, P.C.
West Peabody, Massachusetts
August 13, 2002
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, 2002 and December 31, 2001
June 30, December 31,
2002 2001
-------------- --------------
(Unaudited)
ASSETS
Cash and due from banks $ 18,571,454 $ 22,366,440
Federal Home Loan Bank overnight deposit 15,656,575 33,938,288
-------------- --------------
Cash and cash equivalents 34,228,029 56,304,728
Securities available-for-sale 82,752,526 50,332,502
Securities held-to-maturity 4,003,579 4,004,855
Other investments 2,386,400 2,446,800
Loans held-for-sale 8,193,276 8,636,032
Loans receivable, net 321,613,874 337,182,926
Accrued interest receivable 2,930,209 2,994,349
Bank premises and equipment, net 9,548,556 9,846,790
Investments in real estate 479,943 486,164
Real estate owned and property acquired in settlement of loans - 100,000
Goodwill 2,471,560 2,471,560
Unidentifiable intangible asset on branch acquisitions 9,291,763 9,668,456
Investment in partially owned Charter Holding Corp, at equity 2,982,622 2,930,042
Other assets 7,242,097 6,531,872
-------------- --------------
Total assets $ 488,124,434 $ 493,937,076
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Checking accounts (non-interest-bearing) $ 27,491,499 $ 29,520,462
Savings and interest-bearing checking accounts 250,342,513 238,005,975
Time deposits 135,956,729 155,210,557
-------------- --------------
Total deposits 413,790,741 422,736,994
Securities sold under agreements to repurchase 21,955,232 19,054,378
Accrued expenses and other liabilities 5,368,769 6,779,809
-------------- --------------
Total liabilities 441,114,742 448,571,181
-------------- --------------
Guaranteed preferred beneficial interests in junior
subordinated debentures $ 16,400,000 $ 16,400,000
-------------- --------------
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value per share: 2,500,000 shares authorized,
no shares issued or outstanding - -
Common stock, $.01 par value per share: 5,000,000 shares authorized,
2,479,858 shares issued and 1,948,824 shares outstanding at
June 30, 2002, and 2,479,858 shares issued and 1,936,974 shares
outstanding at December 31, 2001 24,798 24,798
Paid-in capital 18,232,099 18,110,685
Retained earnings 18,215,733 16,986,069
Accumulated other comprehensive loss (1,047,165) (1,301,372)
-------------- --------------
35,425,465 33,820,180
Treasury stock, at cost, 531,034 shares as of June 30, 2002
and 542,884 shares as of December 31, 2001 (4,815,773) (4,854,285)
-------------- --------------
Total shareholders' equity 30,609,692 28,965,895
-------------- --------------
Total liabilities and shareholders' equity $ 488,124,434 $ 493,937,076
============== ==============
The accompanying notes to condensed consolidated financial statements are
an integral part of these statements.
2
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2002 and 2001
For the Six Months Ended June 30, 2002 and 2001
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
------------ ------------ ------------ -------------
Interest income
Interest and fees on loans $ 6,004,031 $ 7,214,747 $ 12,067,810 $ 14,291,714
Interest and dividends on investments 1,123,290 1,061,365 2,207,177 2,261,388
------------ ------------ ------------ -------------
Total interest income 7,127,321 8,276,112 14,274,987 16,553,102
------------ ------------ ------------ -------------
Interest expense
Interest on deposits 2,314,566 3,821,106 4,905,922 7,683,809
Interest on advances and other borrowed money 462,248 459,967 932,274 954,074
------------ ------------ ------------ -------------
Total interest expense 2,776,814 4,281,073 5,838,196 8,637,883
------------ ------------ ------------ -------------
Net interest income 4,350,507 3,995,039 8,436,791 7,915,219
Provision for loan losses 30,000 30,000 60,000 60,000
------------ ------------ ------------ -------------
Net interest income after provision for loan losses 4,320,507 3,965,039 8,376,791 7,855,219
------------ ------------ ------------ -------------
Other income
Customer service fees 675,771 557,676 1,234,776 1,013,105
Net gain on sales of securities 21,303 16,575 33,257 49,892
Gain on sales of property acquired in settlement
of loans - - 17,725 5,874
Net gain on sales of loans originated for sale 205,392 77,508 571,372 134,261
Rental income 102,672 114,909 217,600 228,241
Undistributed gain in CTC 28,182 - 52,580 -
Brokerage service income 48,348 28,438 65,063 60,176
------------ ------------ ------------ -------------
Total other income 1,081,668 795,106 2,192,373 1,491,549
------------ ------------ ------------ -------------
Other expenses
Salaries and employee benefits 1,962,603 1,653,671 3,917,655 3,298,237
Occupancy expenses 600,668 593,576 1,216,467 1,203,421
Advertising and promotion 62,169 64,634 95,882 119,712
Depositors' insurance 18,517 18,538 37,798 37,336
Outside services 200,427 122,140 344,479 278,044
Amortization of goodwill - 61,789 - 123,578
Amortization of unidentifiable intangible asset on
branch acquisitic 188,346 184,910 376,693 369,821
Amortization of mortgage servicing rights 206,266 149,044 315,836 264,091
Prepayment penalty expense Federal Home Loan Bank - - - 130,981
Other expenses 900,223 729,439 1,543,039 1,221,478
------------ ------------ ------------ -------------
Total other expenses 4,139,219 3,577,741 7,847,849 7,046,699
------------ ------------ ------------ -------------
Income before provision for income taxes 1,262,956 1,182,404 2,721,315 2,300,069
Provision for income taxes 395,871 414,284 867,540 792,364
------------ ------------ ------------ -------------
Net income $ 867,085 $ 768,120 $ 1,853,775 $ 1,507,705
============ ============ ============ =============
Comprehensive net income $ 1,268,003 $ 823,199 $ 2,107,982 $ 2,162,602
============ ============ ============ =============
Earnings per common share, basic $ 0.44 $ 0.40 $ 0.95 $ 0.78
============ ============ ============ =============
Number of Shares, basic 1,948,824 1,923,185 1,948,824 1,923,185
Earnings per common share, assuming dilution $ 0.44 $ 0.40 $ 0.94 $ 0.78
============ ============ ============ =============
Number of Shares, assuming dilution 1,962,721 1,941,189 1,962,721 1,941,189
Dividends declared per common share $ 0.16 $ 0.16 $ 0.32 $ 0.32
============ ============ ============ =============
The accompanying notes to condensed consolidated financial statements are
an integral part of these statements.
3
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2002 and 2001
(Unaudited)
June 30, June 30,
2002 2001
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,853,775 $ 1,507,705
Depreciation and amortization 634,174 454,880
Amortization of goodwill - 123,578
Amortization of unidentifiable intangible asset and branch acquisitions 376,693 369,821
Net (increase) decrease in loans held-for-sale 442,756 (2,487,475)
Amortization of mortgage servicing rights 315,836 264,091
Undistributed gain in CTC (52,580) -
Net gains on sales of debt securities available-for-sale (33,257) (49,892)
Provision for loan losses 60,000 60,000
Gain on sales of property acquired in settlement of loans (17,725) (5,874)
Increase in accrued interest receivable and other assets (1,128,656) (1,169,628)
Change in deferred loan origination fees and cost, net (49,845) (199,883)
Increase (decrease) in accrued expenses and other liabilities (1,411,040) 1,552,391
---------------- ----------------
Net cash provided by operating activities 990,131 419,714
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (329,719) (169,815)
Proceeds from saleS of other real estate owned 64,225 50,874
Proceeds from sales of debt securities available-for-sale 3,028,391 11,427,631
Proceeds from maturities of debt securities available-for-sale 5,000,000 -
Proceeds from maturities of held-to-maturity securities - 4,000,000
Purchases of securities available-for-sale (39,992,940) (5,558,949)
Proceeds from redemption (purchase) of Federal Home Loan Bank stock 60,400 (67,600)
Net (increase) decrease in loans to customers 15,612,397 (2,495,892)
---------------- ----------------
Net cash provided by (used in) investing activities (16,557,246) 7,186,249
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits (8,946,253) 14,568,551
Net increase (decrease) in repurchase agreements 2,900,854 (1,778,034)
Decrease in advances from Federal Home Loan Bank
and other borrowings - (5,000,000)
Dividends paid (624,111) (618,548)
Payments to acquire treasury stock (82,696) (804,875)
Proceeds from exercise of stock options 242,622 121,207
---------------- ----------------
Net cash provided by (used in) financing activities (6,509,584) 6,488,301
---------------- ----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (22,076,699) 14,094,264
CASH AND CASH EQUIVALENTS, beginning of period 56,304,728 28,019,564
---------------- ----------------
CASH AND CASH EQUIVALENTS, end of period $ 34,228,029 $ 42,113,828
================ ================
The accompanying notes to the condensed consolidated financial statements
are an integral part of these statements.
4
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
For the Six Months Ended June 30, 2002 and 2001
(Unaudited)
June 30, June 30,
2002 2001
---------------- ----------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest on deposit accounts $ 5,154,063 $ 7,683,809
Interest on advances and other borrowed money 932,274 954,074
---------------- ----------------
Total interest paid $ 6,086,337 $ 8,637,883
================ ================
Income taxes, net $ 680,000 $ 772,500
================ ================
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Transfers from loans to real estate acquired through foreclosure $ - $ 50,000
Transfer from real estate owned to loans 53,500 -
================ ================
The accompanying notes to the condensed consolidated financial statements
are an integral part of these statements.
5
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
Note A - Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-Q
and, accordingly, do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. The December 31, 2001 condensed balance sheet
data was derived from audited financial statements, but does not include all
disclosures required by accounting principles generally accepted in the United
States of America. In the opinion of the management of New Hampshire Thrift
Bancshares, Inc., all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six months ended June 30, 2002 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2002.
Note B - Accounting Policies
The accounting principles followed by New Hampshire Thrift Bancshares, Inc. and
Subsidiaries and the methods of applying these principles which materially
affect the determination of financial position, results of operations, or
changes in financial position are consistent with those used for the year 2001.
The consolidated financial statements of New Hampshire Thrift Bancshares, Inc.
include its wholly owned subsidiaries, NHTB Capital Trust I and Lake Sunapee
Bank, fsb, and the Bank's subsidiaries Lake Sunapee Group, Inc., and Lake
Sunapee Financial Services Corp. All significant intercompany balances have been
eliminated.
Note C - Impact of New Accounting Standards
FASB has issued SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. This Statement replaces
SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, and rescinds SFAS Statement No. 127, "Deferral
of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No.
140 provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. This Statement provides
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings. This Statement was effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001; however, the disclosure provisions
were effective for fiscal years ending after December 15, 2000. The adoption of
this Statement did not have a material impact on the Company's financial
position or results of operations.
In June 2001, the FASB issued SFAS No. 141, "Business Combinations". This
statement addresses financial accounting and reporting for business combinations
and supercedes APB Opinion No. 16, "Business Combinations", and SFAS No. 38,
"Accounting for Preacquisition Contingencies of Purchased Enterprises". Under
Opinion 16, business combinations were accounted for using one of two methods,
the pooling-of-interests method or the purchase method. All business
combinations in the scope of SFAS No. 141 are to be accounted for using one
method - the purchase method. The provisions of SFAS No. 141 apply to all
business combinations initiated after June 30, 2001 and to all business
combinations accounted for using the purchase method for which the date of
acquisition is July 1, 2001, or later.
The adoption of SFAS No. 141 had no immediate effect on the Company's
consolidated financial statements since it had no pending business combinations
as of June 30, 2001 or as of the date of the issuance of these condensed
consolidated financial statements. If the Company consummates business
combinations in the future, any such combinations that would have been accounted
for by the pooling-of-interests method under Opinion 16, will be accounted for
under the purchase method and the difference in accounting could have a
substantial impact on the Company's consolidated financial statements.
6
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". This Statement addresses financial accounting and reporting for
required goodwill and other intangible assets and supercedes APB Opinion No. 17,
"Intangible Assets". The initial recognition and measurement provisions of SFAS
No. 142 apply to intangible assets which are defined as assets (not including
financial assets) that lack physical substance. The term "intangible assets" is
used in SFAS No. 142 to refer to intangible assets other than goodwill. The
accounting for a recognized intangible asset is based on its useful life. An
intangible asset with a finite useful life is amortized; an intangible asset
with an indefinite useful life is not amortized. An intangible asset that is
subject to amortization shall be reviewed for impairment in accordance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of".
SFAS No. 142 provides that goodwill shall not be amortized. Goodwill is defined
as the excess of the cost of an acquired entity over the net of the amounts
assigned to assets acquired and liabilities assumed. SFAS No. 142 further
provides that goodwill shall be tested for impairment at a level of reporting
referred to as a reporting unit. Impairment is the condition that exists when
the carrying amount of goodwill exceeds its implied fair value.
SFAS No. 142 was effective as follows:
All of the provisions of SFAS No. 142 applied in fiscal years beginning after
December 15, 2001, to all goodwill and intangible assets recognized in an
entity's statement of financial position at the beginning of that fiscal year,
regardless of when those previously recognized assets were initially recognized.
The Company has an unidentifiable intangible asset as of June 30, 2002 in the
amount of $9,291,763 that arose from the Company's purchase of certain assets
and its assumption of certain liabilities of branch offices of New London Trust,
FSB in 1999. The fair value of the liabilities assumed exceeded the fair value
of the assets acquired. This intangible asset is being amortized to expense over
fifteen years on the straight-line method. This accounting is in accordance with
SFAS No. 72, "Accounting for Certain Acquisitions of Banking or Thrift
Institutions" and will not change because SFAS No. 142 did not change the
essential parts of SFAS No. 72. However, the intangible asset will be subject to
the impairment review requirements of SFAS No. 121.
On October 10, 2001 the Financial Accounting Standards Board (Board) affirmed
that paragraph 5 of FASB Statement No. 72, Accounting for Certain Acquisitions
of Banking or Thrift Institutions, applies to all acquisitions of financial
institutions (or branches thereof) whether "troubled" or not, in which the fair
value of the liabilities assumed exceeds the fair value of tangible and
intangible assets acquired. The Board decided to reconsider the guidance in
paragraphs 5-7 of Statement 72 as part of its consideration of combinations of
mutual enterprises within the scope of the project on combinations of
not-for-profit organizations.
The Company's assets as of June 30, 2002 includes goodwill of $2,471,560
recognized in the acquisition of Landmark Bank in 1997. Under SFAS No. 142 this
amortization was discontinued as of January 1, 2002, but is subject to the
impairment review requirements of SFAS No. 142.
7
Part I. Item 2.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
New Hampshire Thrift Bancshares, Inc. (The Company), a Delaware holding
company organized on July 5, 1989, is the parent company of Lake Sunapee Bank,
fsb (The Bank), a federally chartered savings bank. The Bank is a member of the
Federal Deposit Insurance Corporation (FDIC) and its deposits are insured
through the Savings Association Insurance Fund (SAIF). The Bank is regulated by
the Office of Thrift Supervision (OTS).
The Company's profitability is derived primarily from its subsidiary, Lake
Sunapee Bank, fsb. The Bank's earnings in turn are generated from the net income
from the yield on its loan and investment portfolios less the cost of its
deposit accounts and borrowings. These core revenues are supplemented by gains
on sales of loans originated for sale, retail banking service fees, gains on the
sale of investment securities, and brokerage fees. The Bank passes its earnings
to the Company to the extent allowed by OTS regulations. As of June 30, 2002,
the Company had $430,823 available, which it plans to use along with its
dividends from the Bank to continue its annual dividend payout of $0.64 per
share and pay its capital securities interest payments. Subsequent to June 30,
2002, the Bank upstreamed $1,500,000 to the Company.
FORWARD-LOOKING STATEMENTS
The preceding and following discussion may contain certain forward-looking
statements, which are based on management's current expectations regarding
economic, legislative, and regulatory issues that may impact the Company's
earnings in future periods. Factors that could cause future results to vary
materially from current management expectations include, but are not limited to:
general economic conditions, changes in interest rates, deposit flows, real
estate values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory and technological factors affecting the
Company's operations, pricing, products and services. In particular, these
issues may impact management's estimates used in evaluating market risk and
interest rate risk in it GAP and NPV tables, loan loss provisions,
classification of assets, accounting estimates and other estimates used
throughout this discussion.
CAPITAL SECURITIES
On August 12, 1999, NHTB Capital Trust I (the "Trust"), a Delaware business
trust formed by the Company, completed the sale of $16.4 million of 9.25%
Capital Securities. The Trust also issued common securities to the Company and
used the net proceeds from the offering to purchase a like amount of 9.25%
Junior Subordinated Deferrable Interest Debentures (the "Debentures') of the
Company. The Debentures are the sole assets of the Trust and are eliminated,
along with the related income statement effects, in the consolidated financial
statements. The Company contributed $15.0 million from the sale of the
Debentures to the Bank as Tier I Capital to support the acquisition of the three
branches of NLT. Total expenses associated with the offering approximating
$900,000 are included in other assets and are being amortized on a straight-line
basis over the life of the Debentures.
The Capital Securities accrue and pay distributions quarterly at an annual
rate of 9.25% of the stated liquidation amount of $10 per Capital Security. The
Company has fully and unconditionally guaranteed all of the obligations of the
Trust. The guaranty covers the quarterly distributions and payments on
liquidation or redemption of the Capital Securities, but only to the extent that
the Trust has funds necessary to make these payments.
8
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
The Capital Securities are mandatorily redeemable upon the maturing of the
Debentures on September 30, 2029 or upon earlier redemption as provided in the
Indenture. The Company has the right to redeem the Debentures, in whole or in
part on or after September 30, 2004 at the liquidation amount plus any accrued
but unpaid interest to the redemption date.
CHARTER HOLDING CORP.
On October 2, 2000, the Bank and two other New Hampshire banks acquired
Charter Holding Corp. (CHC) and Phoenix New England Trust Company (PNET) from
Phoenix Home Life Mutual Insurance Company of Hartford, Connecticut.
Contemporaneous with the acquisition, CHC and PNET merged under the continuing
name of Charter Holding Corp. with assets of approximately $1.7 billion under
management. As a result of the acquisitions and merger, at a cost of $3,003,337
each, the Bank and each of the other two banks own one-third of CHC.
Headquartered in Concord, New Hampshire, CHC provides trust and investment
services from more than a dozen offices across New Hampshire, as well as one in
Norwich, Vermont.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND DECEMBER 31, 2001
During the first six months of 2002, total assets decreased by $5,812,642,
or 1.18%, from $493,937,076 to $488,124,434. Cash and cash equivalents decreased
$22,076,699 from December 31, 2001, as the bank used Federal Home Loan Bank
(FHLB) overnight deposits to invest in various securities held as
available-for-sale. Deposits held in the Federal Home Loan Bank overnight
account decreased $18,281,713 during the first six months of 2002 from
$33,938,288 at December 31, 2001 to $15,656,575.
Total gross loans (including loans held-for-sale) decreased $15,912,377, or
4.56%, from $349,072,044 to $333,159,667. During the first six months of 2002,
the Bank originated $90.0 million in loans, had pay-offs of approximately $66.2
million, had normal amortization of approximately $13.5 million, and sold a net
$26.2 million of loans sold into the secondary market. With interest rates
remaining near historically low levels, many customers sought fixed rate loans.
As the Bank originates fixed rate loans, it sells much of this product into the
secondary market, retaining the servicing. Selling fixed rate loans into the
secondary market helps protect the Bank against interest rate risk and provides
the Bank with a consistent fee income stream. The proceeds from the sale of
loans are then available to lend back into the Bank's market area and to
purchase investment securities. At June 30, 2002, the Bank had $240,729,435 in
its servicing portfolio. The Bank expects to continue to sell fixed rate loans
into the secondary market in order to manage interest rate risk. Market risk
exposure during the production cycle is managed through the use of secondary
market forward commitments. At June 30, 2002, adjustable rate mortgages
comprised approximately 78% of the Bank's real estate mortgage loan portfolio.
This is consistent with prior years.
As of June 30, 2002, gross investment securities increased $31,937,405, or
54.84%, from $58,240,336 to $90,177,741 (at amortized cost). During the first
six months of 2002, the Bank purchased approximately $39.9 million in securities
and had sales and calls of securities, totaling approximately $8.0 million.
During the first six months of 2002, the Bank purchased mortgage-backed
securities (MBS) and short-term commercial paper. The Bank purchased MBS in an
effort to offset the decrease in loans held in portfolio. The average life of
the MBS is less than five years. The Bank also purchased $10.0 million in
short-term commercial paper. These securities were purchased at various
maturities, which match short-term liabilities. In addition, the Bank continued
to build an agency portfolio with issues maturing at regular intervals. This
portfolio was created in an effort to protect the Bank against interest rate
risk. The Bank purchases U.S. Agency securities with maturities of less than 4
years. As the issues near maturity,
9
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
the Bank sells and re-invests the proceeds in similar instruments with longer
maturities. The Bank's net unrealized loss on securities available for sale,
before tax effect, was $1,456,178 at December 31, 2001 compared to $1,035,236 at
June 30, 2002. This change of $420,942 reflects a decrease in interest rates and
the corresponding rise in investment security market values.
Real estate owned and property acquired in settlement of loans decreased by
$100,000 to zero at June 30, 2002. During the first quarter, the Bank sold a
single-family dwelling located in Newport, NH. The Bank recorded a gain of
$10,561 on this sale.
During the first six months of 2002, deposits decreased by $8,946,253, or
2.12%, to $413,790,741 from $422,736,994 at year-end. Non-interest bearing
checking accounts decreased $2,028,963, or 6.87%. Savings and interest-bearing
checking accounts increased $12,336,538, or 5.18%. Time deposits decreased
$19,253,828, or 12.40%. During 2000 and early 2001, the Bank offered time
deposits with special rates in an effort to retain deposits that had been
recently acquired from New London Trust and to meet the competition. These time
deposits began to mature during the first and second quarters of 2002. Many
customers elected to move these funds into other Bank deposit products. Seasonal
activity accounted for a portion of the change in non-interest bearing checking
accounts.
Securities sold under agreement to repurchase increased by $2,900,854, to
$21,955,232 from $19,054,378. Repurchase agreements are collateralized by the
Bank's government and agency investment securities.
The Bank had no long-term advances from the FHLB at year-end or at June 30,
2002.
Accrued expenses and other liabilities decreased $1,411,040 to $5,368,769
from $6,779,809. Lower secondary market loan payments held in escrow at June 30,
2002 accounted for the majority of the decrease.
The Bank considers many factors in determining the allowance for loan
losses. These include the risk and size characteristics of loans, the prior
years' loss experience, the levels of delinquencies, the prevailing economic
conditions, the number of foreclosures, unemployment rates, interest rates, and
the value of collateral securing the loans. No changes were made to the Bank's
procedures with respect to maintaining the loan loss allowances as a result of
any regulatory examinations.
Additionally, the Bank's commercial loan officers review the financial
condition of commercial loan customers on a regular basis and perform visual
inspections of facilities and inventories. The Bank also has an internal audit
and compliance program. Results of the audit and compliance programs are
reported directly to the Audit Committee of the Bank's Board of Directors.
The allowance for loan losses at June 30, 2002 was $4,454,971, compared to
$4,405,385 at year-end 2001. As of June 30, 2002, the allowance included
$4,131,176 in general reserves compared to $4,112,733 at year-end 2001. The
total allowance represented 1.34% of total loans at June 30, 2002 versus 1.26%
at year-end. The total allowance for loan losses as a percentage of
non-performing loans was 216.88% at June 30, 2002, compared to 174.72% at
December 31, 2001. During the first six months of 2002, the Bank had net
charge-offs of $10,414 compared to $43,086 during the first six months of 2001.
Loans classified for regulatory purposes as loss, doubtful, substandard or
special mention do not result from trends or uncertainties, which the Bank
reasonably expects, will materially impact future operating results, liquidity,
or capital resources. As of June 30, 2002, there were no other loans not
included in the table below or discussed where known information about the
possible credit problems of
10
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
borrowers caused management to have doubts as to the ability of the borrower to
comply with present loan repayment terms and which may result in disclosure of
such loans in the future.
Total classified loans, excluding special mention as of June 30, 2002, were
$6,471,100 compared to $7,092,289 at December 31, 2001. At June 30, 2002, loans
30 - 89 days delinquent were $5,635,404 compared to $5,800,075 at December 31,
2001. At June 30, 2002, loans classified as 90 days delinquent were $1,094,059
compared to $1,254,387 at December 31, 2001. At June 30, 2002, non-earning
assets were $960,076 compared to $1,267,037 at year-end 2001. Total
non-performing assets amounted to $2,054,135 and $2,621,424, for June 30, 2002
and December 31, 2001, respectively.
The following table shows the breakdown of non-performing assets and
non-performing assets as a percentage of total assets (dollars in thousands):
June 30, December 31,
2002 2001
------------------ ------------------
90 day delinquent loans /(1)/ $ 1,094 0.22% $ 1,254 0.25%
Non-earning assets /(2)/ 960 0.20% 1,267 0.26%
Other real estate owned - - 100 0.02%
------------------ ------------------
Total non-performing assets $ 2,054 0.42% $ 2,621 0.53%
================== ==================
Impaired loans $ 960 0.20% $ 1,267 0.26%
================== ==================
/(1)/ All loans 90 days or more delinquent are placed on a non-accruing status.
/(2)/ Loans considered to be impaired, pending foreclosure, or in bankruptcy
proceeding, are placed on a non-earning status.
The following table sets forth the allocation of the loan loss valuation
allowance and the percentage of loans in each category to total loans (dollars
in thousands):
June 30, December 31,
2002 2001
------------------ ------------------
Real estate loans -
Conventional $ 2,450 86% $ 2,421 86%
Construction 178 4% 176 5%
Collateral and Consumer 134 5% 132 4%
Commercial and Municipal 1,292 5% 1,273 5%
Impaired Loans 312 - 293 -
Other loans 89 - 110 -
------------------ ------------------
Valuation allowance $ 4,455 100% $ 4,405 100%
================== ==================
Total valuation allowance as a
Percentage of total loans 1.34% 1.26%
================== ==================
COMPARISON OF THE OPERATING RESULTS FOR THE SIX MONTHS AND THE THREE MONTHS
ENDED JUNE 30, 2002 AND JUNE 30, 2001
Net income for the six months ended June 30, 2002, was $1,853,775, or $0.94
per common share (assuming dilution) compared to $1,507,705, or $0.78 per common
share (assuming dilution) for the same period in 2001. Net income for the second
quarter in 2002 was $867,085, or $0.44 per share (assuming dilution) as compared
to $768,120, or $0.40 per share (assuming dilution) for the same period in 2001,
an increase of $346,070, or 22.95% and $98,965, or 12.88%, respectively.
11
Net interest income increased $521,572, or 6.59%, for the first six months
of 2002 and $355,468, or 8.90%, during the second quarter. The increase was
primarily due to a decrease in interest on deposits. The Bank offered time
deposit specials during 2000 and into early 2001 in order to retain and attract
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
customer deposits. Many of these time deposits have matured. With interest rates
still near or at historic lows, the specials are rolling into lower costing
investment products. Many customers still uncertain about market conditions,
have elected to leave funds in bank-insured instruments.
Total interest income for the six months ended June 30, 2002 decreased by
$2,278,115, or 13.76%, to $14,274,987 from $16,553,102 for the same period in
2001. For the three months ended June 30, 2002, total interest income decreased
by $1,148,791, or 13.88%, to $7,127,321 from $8,276,112 for the same period in
2001. Interest on loans decreased $2,223,904, or 15.56% and $1,210,716, or
16.78%, respectively. As interest rates have fallen over the last several
months, many adjustable rate loan customers have refinanced into fixed rate
loans, which have subsequently been sold into the secondary market, and, as a
result, portfolio loans have decreased by approximately $16.0 million this year.
Accordingly, the decrease in loan interest income is attributed to both a
decrease in rate and volume.
Interest and dividends on investment securities decreased $54,211 from
$2,261,388 at June 30, 2001 to $2,207,177 for the same period in 2002. For the
second quarter, interest and dividends on investment securities increased
$61,925 from $1,061,365 in 2001 to $1,123,290 for the same period in 2002.
During the first part of 2002, the Bank purposely remained very liquid,
investing primarily in overnight funds, in the event maturing time deposit
specials moved out of the Bank. During the second quarter, it became apparent
that as much as 75% of the maturing funds were staying in the Bank. The funds
were moving into either another time deposit or into a savings or checking
account. As a result, the Bank redeployed some of its overnight funds into other
investments. While the other investments continue to be relatively short-term,
they offer a slightly higher return.
For the six months ended June 30, 2002 total interest expense decreased by
$2,799,687, or 32.41%, to $5,838,196 from $8,637,883 for the same period in
2001. For the three months ended June 30, 2002, total interest expense decreased
$1,504,259, or 35.14%, to $2,776,814 from $4,281,073 for the same period in
2001. For the six months and three months ended June 30, 2002, interest on
deposits decreased $2,777,887 and $1,506,540, respectively. The majority of the
decrease was attributable to the low rate environment. As mentioned above, many
of the time deposit specials matured during the first six months of 2002 and
rolled into other Bank deposit products. Those deposit products offered lower
interest rates.
For the six months ended June 30, 2002 interest on advances and other
borrowed money, including the debentures, decreased $21,800 to $932,274 from
$954,074 for the same period in 2001. For the second quarter of 2002, interest
on advances and other borrowed money, including the debentures, increased
slightly by $2,281 from $459,967 to $462,248. A relatively minor change in
volume coupled by lower interest rates, accounted for the majority of the
change.
The provision for loan losses totaled $60,000 for the six months ended June
30, 2002 and 2001. For the three months ended June 30, 2002 and 2001, the
provision totaled $30,000. The total allowance for loan losses represented 1.34%
of total loans at June 30, 2002 compared to 1.24% for the same period in 2001.
The allowance for loan losses totaled $4,454,971 at June 30, 2002, compared to
$4,449,767 for the same period in 2001.
For the six months ended June 30, 2002, total other income increased by
$700,824, or 46.99% from $1,491,549 in 2001 to $2,192,373 for the same period in
2002. For the second quarter, total other income increased by $286,562, or
36.04%. The changes in the respective periods were primarily a result of a
$437,111, or 325.57% and $127,884, or 164.99% increase in net gains on the sale
of loans and a $221,671 and $118,095 increase customer service fees. As
mentioned above, the Bank originated $90.0
12
million of loans during the first half of 2002. As the Bank originates fixed
rate loans, it sells much of this product into the secondary market, retaining
the servicing.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Total operating expenses increased $801,150, or 11.37% for the six months
ended June 30, 2002 and $561,478, or 15.69% for the three months ended June 30,
2002. Salaries and employee benefits and occupancy, outside services and
amortization of mortgage servicing rights increased, while advertising,
amortization of goodwill and prepayments on FHLB advances decreased. Salaries
and benefits increased due primarily to higher than expected health insurance
and pension costs. Occupancy expense increased slightly during 2002 due to
normal increases in operating costs. Outside services increased as the Bank
utilized consultants for various projects during the first six months of 2002.
The amortization of mortgage servicing rights increased due to the increased
volume of sold loans. Advertising was less than 2001, as particular marketing
efforts during 2001, did not recur in 2002. Amortization of goodwill decreased
as the Bank was able to discontinue the amortization that was created as a
result of the Landmark Bank acquisition in 1997. Prepayments penalties on FHLB
advances decreased to zero during 2002. The Bank prepaid all of its outstanding
FHLB advances during 2001.
INTEREST RATE SENSITIVITY
The principal objective of the Bank's interest rate management function is
to evaluate the interest rate risk inherent in certain balance sheet accounts
and determine the appropriate level of risk given the Bank's business
strategies, operating environment, capital and liquidity requirements and
performance objectives and to manage the risk consistent with the Board of
Directors' approved guidelines. The Bank's Board of Directors has established an
Asset/Liability Committee (ALCO) to review its asset/liability policies and
interest rate position monthly. Trends and interest rate positions are reported
to the Board of Directors quarterly.
Gap analysis is used to examine the extent to which assets and liabilities
are "rate sensitive". An asset or liability is said to be interest rate
sensitive within a specific time-period if it will mature or reprice within that
time. The interest rate sensitivity gap is defined as the difference between the
amount of interest-earning assets maturing or repricing within a specified
period of time and the amount of interest-bearing liabilities maturing or
repricing within the same specified period of time. The strategy of matching
rate sensitive assets with similar liabilities stabilizes profitability during
periods of interest rate fluctuations.
The Bank's one-year gap at June 30, 2002, was -6.40%, compared to the
December 31, 2001 gap of -9.46%. The Bank continues to hold in portfolio many
adjustable rate mortgages, which reprice at one, three, and five-year intervals.
The Bank sells certain fixed-rate mortgages into the secondary market in order
to minimize interest rate risk. The Bank's gap, of approximately negative six
percent at June 30, 2002, means net interest income would increase if interest
rates trended downward. The opposite would occur if interest rates were to rise.
Management feels that maintaining the gap within ten points of the parity line
provides adequate protection against severe interest rate swings. In an effort
to maintain the gap within ten points of parity, the Bank may utilize the FHLB
advance program to control the repricing of a segment of liabilities.
As another part of its interest rate risk analysis, the Bank uses an
interest rate sensitivity model, which generates estimates of the change in the
Bank's net portfolio value (NPV) over a range of interest rate scenarios. The
OTS produces the data quarterly using its own model and data submitted by the
Bank.
NPV is the present value of expected cash flows from assets, liabilities
and off-balance sheet contracts. The NPV ratio, under any rate scenario, is
defined as the NPV in that scenario divided by the market value of assets in the
same scenario. Modeling changes requires making certain assumptions, which may
or may not reflect the manner in which actual yields and costs respond to the
changes in
13
market interest rates. In this regard, the NPV model assumes that the
composition of the Bank's interest sensitive assets and liabilities existing at
the beginning of a period remain constant over the period being measured and
that a particular change in interest rates is reflected uniformly across the
yield curve.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Accordingly, although the NPV measurements and net interest income models
provide an indication of the Bank's interest rate risk exposure at a particular
point in time, such measurements are not intended to and do not provide a
precise forecast of the effect of changes in market rates on the Bank's net
interest income and will likely differ from actual results.
The following table sets forth the Bank's NPV as of March 31, 2002 (the latest
NPV analysis prepared by the OTS), as calculated by the OTS. For the current
reporting cycle, the OTS has suppressed all model outputs associated with the
- -300 and - 200 bps scenarios because of the abnormally low prevailing interest
rate environment.
Change Net Portfolio Value NPV as % of PV Assets
in Rates $ Amount $ Change % Change NPV Ratio Change
- ------------------------ ------------------------------------------------ --------------------------
+300 bp.......... 51,170 -13,165 -20% 10.37% -231 bp
+200 bp.......... 56,470 -7,866 -12% 11.32% -136 bp
+100 bp.......... 60,944 -3,392 -5% 12.10% -58 bp
0 bp.......... 64,336 -- -- 12.68% --
-100 bp.......... 65,981 1,645 +3% 12.95% +27 bp
-200 bp.......... -- -- -- -- --
-300 bp.......... -- -- -- -- --
LIQUIDITY AND CAPITAL RESOURCES
The Bank is required to maintain sufficient liquidity for safe and sound
operations. The Bank's source of funds comes primarily from net deposit inflows,
loan amortizations, principal pay downs from loans, sold loan proceeds, and
advances from the FHLB. At June 30, 2002, the Bank had approximately
$145,000,000 in additional borrowing capacity from the FHLB.
At June 30, 2002, the Company's shareholders' equity totaled $30,609,692,
or 6.27% of total assets, compared to $28,965,895, or 5.86% of total assets at
year-end 2001. The Company's Tier I core capital was 7.22% at June 30, 2002
compared to 6.65% at year-end. The increase in shareholders' equity of
$1,643,797 reflects net income of $1,853,775, the payment of $624,111 in common
stock dividends, the change of $38,512 in treasury stock, proceeds of $121,414
for the exercise of stock options and the change of $254,207 in accumulated
other comprehensive loss. The change in other comprehensive loss reflects a
decrease in interest rates during the first six months of 2002 and the
corresponding rise in investment security market values. On February 22, 2001,
the Company announced a stock repurchase program. Repurchases will be made from
time to time at the discretion of management. The stock repurchase program will
continue until the repurchase of 124,000 shares is complete. As of June 30,
2002, 59,500 shares of common stock had been repurchased.
For the six months ended June 30, 2002, net cash provided by operating
activities was $990,131, versus $419,714 for the same period in 2001. A decrease
in loans held for sale and a decrease in accrued expenses and other liabilities
accounted for the majority of the change. Net cash used in investing activities
amounted to $16,557,246 for the six months ended June 30, 2002, compared to net
cash provided by investing activities of $7,186,249 for the same period in 2001,
a change of $23,743,495. An increase in available-for-sale securities accounted
for the majority of the change. Net investment security activity used cash flows
of $31,904,149 in 2002 compared to providing cash flows of $9,801,082 in 2001. A
net decrease in loans held in portfolio provided cash flows of $15,612,397
compared to using cash flows of $2,495,892 for the same period in 2001. For the
six months ended June 30, 2002, net cash flows used in financing activities
amounted to $6,509,584 compared to net cash provided by financing activities
14
of $6,488,301 for the same period in 2001, a change of $12,997,885. A net change
in deposits and repurchase agreements of $18,835,916 was offset by a decrease in
advances from the FHLB and other borrowings of $5,000,000.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
The Bank expects to be able to fund loan demand and other investing during
2002 by continuing to use funds provided from customer deposits, as well as the
FHLB's advance program. Management is not aware of any trends, events, or
uncertainties that will have or that are reasonably likely to have a material
effect in the Company's liquidity, capital resources or results of operations.
Banks are required to maintain tangible capital, core leverage capital, and
total risk based capital of 1.50%, 4.00%, and 8.00%, respectively. As of June
30, 2002, the Bank's ratios were 7.22%, 7.22%, and 11.37%, respectively, well in
excess of the regulators' requirements.
Book value per share was $15.71 at June 30, 2002, versus $14.31 per share
at June 30, 2001. The increase in paid-in capital, retained earnings, the
accumulated other comprehensive loss, and a decrease in treasury stock accounted
for the change in book value per share.
Part I. Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In management's opinion, there has been no material change in market risk
since disclosure in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
15
Part II.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
OTHER INFORMATION
Item 1. Legal Proceedings
There is no material litigation pending in which the Company or its
subsidiary is a party or which the property of the Company or its
subsidiary is subject.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Common Shareholders
At the Annual Meeting of Shareholders held on April 11, 2002, the
following was voted:
Directors of New Hampshire Thrift Bancshares were re-elected for terms
of three years, each expiring at Annual Meeting 2005.
For Withheld
- ---------------------------------------------------------------------------
Leonard R. Cashman 1,651,294 9,732
Stephen W. Ensign 1,649,032 11,994
Dennis A. Morrow 1,652,332 8,694
The appointment of Shatswell, MacLeod & Company, P.C. as independent
auditors.
For Against Withheld
- -------------------------------------------------------------------------------
1,637,160 15,153 8,713
Item 5. Other Information
The Company's Chief Executive Officer and Chief Financial Officer have
furnished statements relating to its Form 10-Q for the quarter ended
June 30, 2002 pursuant to 18 U.S.C. section 1350, as adopted pursuant
to section 906 of the Sarbanes-Oxley Act of 2002. The statements are
attached hereto as Exhibit 99.1.
Item 6. Exhibits and Reports on Form 8-K
A.) Exhibits:
B.) Reports on Form 8-K:
None
16
NEW HAMPSHIRE THRIFT BANCSHARES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
-------------------------------------
(Registrant)
Date: August 13, 2002 /s/ Stephen W. Ensign
------------------------ -----------------------------------------
Stephen W. Ensign
Vice Chairman of the Board, President
and Chief Executive Officer
Date: August 13, 2002 /s/ Stephen R. Theroux
------------------------ -----------------------------------------
Stephen R. Theroux
Executive Vice President and
Chief Operating Officer
Date: August 13, 2002 /s/ Daryl J. Cady
------------------------ ----------------------------------------
Daryl J. Cady
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
17