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SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 


 

FORM 10-Q

(Mark One)

 

ý                                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended 06/30/02

 

o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to         

 

Commission file number 0-16143

 

 

FIRST ESSEX BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

04-943217

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

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

 

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 ý     No o

 

The number of shares outstanding of each of the registrant’s classes of common stock as of  June 30, 2002:

 

Title of Class

 

Shares Outstanding

 

 

 

 

 

Common Stock, $.10 par value

 

7,648,026

 

 

 



 

CAUTIONARY STATEMENT FOR PURPOSES OF THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

First Essex Bancorp, Inc. (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 its wholly owned banking subsidiary, First Essex Bank, must comply, and the associated costs of compliance with such laws and regulations, 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 of the increasing consolidation within the banking and financial services industries, including increased 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 local, regional and national economies.  The Company disclaims any intent or obligation to update forward-looking statements whether in response to new information, further events or otherwise.

 

2



 

FIRST ESSEX BANCORP, INC.

INDEX

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

ITEM 1.

 

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of  June 30, 2002 and December 31, 2001

 

 

 

 

 

Consolidated Statements of Operations for the three months ended June 30, 2002 and 2001

 

 

 

 

 

Consolidated Statements of Operations for the six months ended June 30, 2002 and 2001

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2002 and 2001

 

 

 

 

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001

 

 

 

 

 

Notes to the Consolidated Financial Statements

 

 

 

ITEM 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

ITEM 3.

 

Quantitative and Qualitative Disclosure About Market Risk

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

ITEM 4.

 

Submission of Matters to a Vote of Security Holders

 

 

 

ITEM 5.

 

Other Information

 

 

 

ITEM 6.

 

Exhibits and Reports on Form 8-K

 

3



 

ITEM 1.  FINANCIAL STATEMENTS

 

FIRST ESSEX BANCORP, INC.

Consolidated Balance Sheets

 

 

 

June 30,
2002

 

December 31,
2001

 

 

 

(Unaudited)

 

 

 

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

127,338

 

$

54,237

 

Investment securities available-for-sale

 

364,718

 

400,551

 

Stock in Savings Bank Life Insurance Company

 

1,194

 

1,194

 

Stock in Federal Home Loan Bank of Boston

 

12,771

 

12,771

 

Mortgage loans held-for-sale

 

3,081

 

4,202

 

Loans receivable, less allowance for loan losses of $13,715 and $12,758

 

1,095,772

 

1,036,145

 

Foreclosed property

 

630

 

417

 

Bank premises and equipment

 

9,264

 

9,621

 

Accrued interest receivable

 

7,898

 

7,912

 

Goodwill

 

11,518

 

11,633

 

Core deposit intangible

 

4,339

 

5,062

 

Other assets

 

59,288

 

48,574

 

 

 

 

 

 

 

 

 

$

1,697,811

 

$

1,592,319

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Deposits

 

$

1,312,048

 

$

1,217,163

 

Borrowed funds

 

204,990

 

206,275

 

Mortgagors’ escrow accounts

 

808

 

544

 

Other liabilities

 

20,319

 

18,864

 

Total liabilities

 

1,538,165

 

1,442,846

 

 

 

 

 

 

 

Company-obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures of the Company

 

24,344

 

24,279

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Serial preferred stock: $.10 par value per share; 5,000,000 shares authorized, no shares issued or outstanding

 

 

 

 

 

Common stock, $.10 par value per share; 25,000,000 shares authorized, 10,077,326 and 9,963,044 shares issued

 

1,008

 

996

 

Additional paid-in capital

 

82,338

 

81,035

 

Retained earnings

 

70,252

 

63,782

 

Treasury stock, at cost, 2,429,300 shares

 

(23,535

)

(23,535

)

Accumulated other comprehensive income

 

5,239

 

2,916

 

Total stockholders’ equity

 

135,302

 

125,194

 

 

 

 

 

 

 

 

 

$

1,697,811

 

$

1,592,319

 

 

4



 

FIRST ESSEX BANCORP, INC.

Consolidated Statement of Operations

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

 

2002

 

2001

 

 

 

(Dollars in thousands,
except per share amounts)

 

 

 

 

 

 

 

Interest and dividend income:

 

 

 

 

 

Loans

 

$

20,515

 

$

22,008

 

Investment securities available-for-sale

 

5,638

 

6,792

 

Short-term investments

 

328

 

199

 

Other earning assets

 

266

 

266

 

Total interest and dividend income

 

26,747

 

29,265

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

Deposits

 

8,073

 

11,647

 

Borrowed funds

 

2,391

 

3,231

 

Total interest expense

 

10,464