UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-20167
NORTH COUNTRY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2062816
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1011 NOTEWARE DRIVE, TRAVERSE CITY, MI 49686
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (231) 933-6045
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 periods 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
As of April 30, 2002, there were outstanding 7,019,152 shares of the
registrant's common stock, no par value.
NORTH COUNTRY FINANCIAL CORPORATION
INDEX
PART 1. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 2002 (Unaudited) and December 31, 2001................................. 1
Condensed Consolidated Statements of Income -- Three
Months Ended March 31, 2002 (Unaudited) and
March 31, 2001 (Unaudited)....................................................... 2
Condensed Consolidated Statements of Changes in Shareholders'
Equity -- Three Months Ended March 31, 2002
(Unaudited) and March 31, 2001 (Unaudited)....................................... 3
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2002 (Unaudited) and
March 31, 2001 (Unaudited)....................................................... 4-5
Notes to Condensed Consolidated Financial
Statements (Unaudited)........................................................... 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................. 9-13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................................... 14
SIGNATURES ................................................................................... 15
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, December 31,
2002 2001
---- ----
(Unaudited)
ASSETS
Cash and due from banks $ 18,285 $ 25,163
Federal funds sold 9,484 11,584
----------- -----------
Total cash and cash equivalents 27,769 36,747
Interest-bearing deposits in other financial institutions 640 634
Securities available for sale 62,859 61,885
Federal Home Loan Bank stock 4,375 4,375
Total loans 497,489 504,412
Allowance for loan losses (9,812) (10,444)
------------ -----------
Net loans 487,677 493,968
Premises and equipment 18,522 18,637
Other assets 21,549 20,383
----------- -----------
Total assets $ 623,391 $ 636,629
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 40,346 $ 46,342
Interest-bearing 429,866 436,182
----------- -----------
Total deposits 470,212 482,524
Borrowings 88,549 88,549
Accrued expenses and other liabilities 4,564 5,217
----------- -----------
Total liabilities 563,325 576,290
----------- -----------
Guaranteed preferred beneficial interests in the Corporation's
subordinated debentures 12,450 12,450
----------- -----------
Shareholders' equity
Preferred stock, no par value, 500,000 shares authorized, no shares
outstanding Common stock, no par value, 18,000,000 shares authorized,
7,019,152 issued and outstanding at
March 31, 2002 and December 31, 2001 16,175 16,175
Retained earnings 31,855 31,554
Accumulated other comprehensive income (414) 160
------------ -----------
Total shareholders' equity 47,616 47,889
----------- -----------
Total liabilities and shareholders' equity $ 623,391 $ 636,629
=========== ===========
See accompanying notes to condensed consolidated financial statements.
1.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three Months ended
---------March 31,---------
2002 2001
---- ----
Interest income
Interest and fees on loans
Taxable $ 8,109 $ 11,391
Tax-exempt 556 923
Interest on securities
Taxable 959 1,299
Tax-exempt 68 120
Other interest income 49 171
----------- -----------
Total interest income 9,741 13,904
----------- -----------
Interest expense
Deposits 3,265 6,441
Borrowings 1,262 1,104
Subordinated debentures 139 266
----------- -----------
Total interest expense 4,666 7,811
----------- -----------
NET INTEREST INCOME 5,075 6,093
Provision for loan losses 50 800
----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,025 5,293
----------- -----------
Other income
Service fees 401 456
Gain on sales of securities 66 455
Other loan and lease income 263 1,599
Other operating income 266 (24)
----------- -----------
Total other income 996 2,486
----------- -----------
Other expenses
Salaries, commissions, and related benefits 2,000 3,128
Occupancy and equipment 815 850
Other 1,996 1,995
----------- -----------
Total other expenses 4,811 5,973
----------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES 1,210 1,806
Provision for income taxes 207 220
----------- -----------
NET INCOME $ 1,003 $ 1,586
=========== ===========
Basic earnings per common share $ 0.14 $ 0.23
=========== ===========
Diluted earnings per common share $ 0.14 $ 0.23
=========== ===========
Dividends declared per common share $ 0.10 $ 0.10
=========== ===========
See accompanying notes to condensed consolidated financial statements.
2.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in thousands)
(Unaudited)
Three Months ended
---------March 31,---------
2002 2001
---- ----
Balance -- beginning of period $ 47,889 $ 44,617
Net income for period 1,003 1,586
Net unrealized (loss) gain on securities
available for sale (574) 450
----------- -----------
Total comprehensive income 429 2,036
Dividends declared (702) (703)
Issuance of common stock 0 236
Common stock retired 0 (3)
----------- -----------
Balance -- end of period $ 47,616 $ 46,183
=========== ===========
See accompanying notes to condensed consolidated financial statements.
3.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months ended
---------March 31,---------
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,003 $ 1,586
Adjustments to reconcile net income to
net cash provided by (used in) operating activities
Depreciation and amortization 457 614
Provision for loan losses 50 800
Gain on sales of securities (66) (455)
Loss on sale of premises and equipment 1 29
Change in other assets (1,166) (596)
Change in other liabilities (358) 678
----------- -----------
Net cash provided by (used in) operating activities (79) 2,656
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in interest-bearing deposits in other financial institutions (6) 0
Purchase of securities available for sale (16,061) (34,167)
Proceeds from sales of securities available for sale 11,949 28,356
Proceeds from maturities, calls or paydowns of securities available for sale 2,256 7,721
Net decrease in loans 6,241 5,291
Purchase of premises and equipment (295) (312)
Proceeds from sale of premises and equipment 31 0
----------- -----------
Net cash provided by investing activities 4,115 6,889
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits (12,312) (19,521)
Net decrease in federal funds purchased 0 (1,800)
Proceeds from borrowings 0 20,000
Proceeds from issuance of common stock 0 236
Retirement of common stock 0 (3)
Payment of cash dividends (702) (703)
----------- -----------
Net cash used in financing activities (13,014) (1,791)
----------- -----------
Net change in cash and cash equivalents (8,978) 7,754
Cash and cash equivalents at beginning of period 36,747 20,829
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 27,769 $ 28,583
=========== ===========
See accompanying notes to condensed consolidated financial statements.
4.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
(Unaudited)
Three Months ended
---------March 31,---------
2002 2001
---- ----
Supplemental disclosures of cash flow information
Cash paid for:
Interest $ 4,617 $ 7,054
Income taxes 40 50
Transfers of foreclosures from loans to other real estate 560 761
See accompanying notes to condensed consolidated financial statements.
5.
NORTH COUNTRY FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of North Country
Financial Corporation (the Registrant) have been prepared in accordance
with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three month period ended
March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. The unaudited consolidated
financial statements and footnotes thereto should be read in conjunction
with the audited consolidated financial statements and footnotes thereto
included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001.
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
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses
during the period. Actual results could differ from those estimates.
2. ACCOUNTING CHANGE
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 141 supersedes Accounting Principal Board (APB) Opinion No. 16,
"Business Combinations", and SFAS No. 38, "Accounting for Preacquisition
Contingencies of Purchased Enterprises." SFAS No. 141 requires the use of
the purchase method of accounting for business combinations initiated after
June 30, 2001. SFAS No. 142 supersedes APB Opinion No. 17, "Intangible
Assets." SFAS No. 142 addresses how intangible assets acquired outside of a
business combination should be accounted for upon acquisition and how
goodwill and other intangible assets should be accounted for after they
have been initially recognized. SFAS No. 142 eliminates the amortization
for goodwill and other intangible assets with indefinite lives. Other
intangible assets with a finite life will be amortized over their useful
life. Goodwill and other intangible assets with indefinite useful lives
shall be tested for impairment annually or more frequently if events or
changes in circumstances indicate that the asset may be impaired. SFAS No.
142 is effective for fiscal years beginning after December 15, 2001. The
Corporation's adoption of SFAS No. 142 on January 1, 2002 did not have a
material impact on the consolidated financial statements as of the date of
adoption.
3. EARNINGS PER SHARE
The factors used in the earnings per share computation follow.
(In thousands, except per share data)
Three Months
Ended March 31,
2002 2001
---- ----
Basic earnings per common share:
Net income $ 1,003 $ 1,586
Weighted average common shares outstanding 7,019 7,012
-------- ---------
Basic earnings per common share $ 0.14 $ 0.23
======== =========
Diluted earnings per common share:
Net income $ 1,003 $ 1,586
Weighted average common shares outstanding
for basic earnings per common share 7,019 7,012
Add: Dilutive effect of assumed exercises
of stock options 2 2
Add: Dilutive effect of directors' deferred stock
Compensation 1 1
-------- ---------
Average shares and dilutive potential common shares 7,022 7,015
-------- ---------
Diluted earnings per common share $ 0.14 $ 0.23
======== =========
6.
NORTH COUNTRY FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities
available for sale as of March 31, 2002 and December 31, 2001 are as
follows (in thousands):
----------March 31, 2002--------- --------December 31, 2001--------
Amortized Estimated Amortized Estimated
Cost Fair Value Cost Fair Value
--------------- -------------- -------------- ---------------
U.S. Treasury securities and
obligations of U.S. Government
agencies and corporations $ 3,401 $ 2,978 $ 3,350 $ 3,128
Obligations of states and political
subdivisions 5,233 5,361 5,288 5,418
Corporate securities 8,225 8,454 8,063 8,571
Mortgage-related securities 46,626 46,066 44,941 44,768
--------------- -------------- -------------- ---------------
Total investment securities
available for sale $ 63,485 $ 62,859 $ 61,642 $ 61,885
=============== ============== ============== ===============
5. ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses for the three months ended March
31, 2002 and 2001, are summarized as follows (in thousands):
March 31, March 31,
2002 2001
---- ----
Balance at beginning of period $ 10,444 $ 9,454
Charge-offs (746) (1,108)
Recoveries 64 71
Provision for loan losses 50 800
----------- -----------
$ 9,812 $ 9,217
=========== ===========
Information regarding impaired loans follows (in thousands):
As of and As of and
for the three for the year
months ended ended
March 31, December 31,
2002 2001
---- ----
Average investment in impaired loans $ 24,243 $ 23,154
Balance of impaired loans 22,962 25,524
7.
NORTH COUNTRY FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. BORROWINGS
Borrowings consist of the following at March 31, 2002 and December 31, 2001
(in thousands):
March 31, December 31,
2002 2001
---- ----
Federal Home Loan Bank advances at rates ranging from 4.35% to 7.59% with
maturities from less than one year to ten years $ 86,867 $ 86,867
Farmers Home Administration, $2,000,000 fixed rate note
payable maturing August 24, 2024, interest payable at 1% 1,682 1,682
----------- -----------
$ 88,549 $ 88,549
=========== ===========
The Federal Home Loan Bank borrowings are collateralized by a blanket
collateral agreement on the Registrant's residential mortgage loans, U.S.
Government and agency securities, and Federal Home Loan Bank stock.
Prepayment of the advances is subject to the provisions and conditions of
the credit policy of the Federal Home Loan Bank of Indianapolis in effect
as of March 31, 2002. Borrowings other than Federal Home Loan Bank advances
are not subject to prepayment penalties.
7. CURRENT EVENTS
Mr. Ronald Ford, Chairman and Chief Executive Officer of North Country
Financial Corporation, announced his intention to retire on April 30, 2002.
Immediate and prior to the Annual Shareholders Meeting held on April 16,
2002, the Board of Directors elected Ms. Sherry Littlejohn, current
President and Chief Operating Officer as the new Chief Executive Officer.
Mr. Ford will continue as the Chairman of the Board for the Corporation
8.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of
operations provides additional information to assess the condensed consolidated
financial statements of the Registrant and its wholly-owned subsidiaries through
the first quarter of 2002. The discussion should be read in conjunction with
those statements and their accompanying notes.
The Registrant is not aware of any market or institutional trends, events, or
circumstances that will have or are reasonably likely to have a material effect
on liquidity, capital resources, or results of operations except as discussed
herein. Also, the Registrant is not aware of any current recommendations by
regulatory authorities which will have such effect if implemented.
FORWARD-LOOKING STATEMENTS:
This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Registrant intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Registrant, are
generally identifiable by use of the words "believe", "expect", "intend",
"anticipate", "estimate", "project" or similar expressions. The Registrant's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors that could cause actual results to differ from the
results in forward-looking statements, include, but are not limited to:
- General economic conditions, either nationally or the state in
which the Corporation does business;
- Legislation or regulatory changes which adversely affect the
business in which the Corporation is engaged;
- Changes in the interest rate environment which increase or
decrease interest rate margins;
- Changes in securities markets with respect to the market value
of financial assets and the level of volatility in certain
markets such as foreign exchange;
- Significant increases in competition in the banking and
financial services industry resulting from industry
consolidation, regulatory changes and other factors, as well as
action taken by particular competitors;
- Changes in consumer spending, borrowing and saving habits;
- Technological changes;
- Acquisitions and unanticipated occurrences which delay or
reduce the expected benefits of acquisitions;
- The Corporation's ability to increase market share and control
expenses;
- The effect of compliance with legislation or regulatory
changes;
- The effect of changes in accounting policies and practices;
- The costs and effects of unanticipated litigation and of
unexpected or adverse outcomes in such litigation; and
- The factors discussed in Item 1 in this Report and in the
Management's Discussion and Analysis in Item 2, as well as
those discussed elsewhere in the Report.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Further
information concerning the Registrant and its business, including additional
factors that could materially affect the Registrant's financial results, is
included in the Registrant's filings with the Securities and Exchange
Commission.
9.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL HIGHLIGHTS:
Year-to-date consolidated net income was $1 million through March 31, 2002
compared to $1.6 million for the same period in 2001. Diluted earnings per share
were $0.14 for the three months ended March 31, 2002 compared to $0.23 for the
same period in 2001. The provision for loss losses decreased on a year-to-date
basis from $800,000 for the three months ended March 31, 2001 to $50,000 for the
three months ended March 31, 2002. The loan portfolio experienced a nominal
decline during the first quarter of 2002, decreasing $6.9 million from December
31, 2001 to March 31, 2002. Deposits have decreased $12.3 million since December
31, 2001 while borrowings have remained unchanged during that same time period.
FINANCIAL CONDITION:
Cash and Cash Equivalents: Cash and cash equivalents decreased $9 million or
24.4% through the first quarter of 2002. The decrease was attributed to
decreases in cash and due from banks of $6.9 million and federal funds sold of
$2.1 million at March 31, 2002 compared to cash and due from bank of $25.1
million and fed funds sold of $11.6 million at December 31, 2001. Cash and cash
equivalents decreased primarily as a result of the decrease in deposits. Excess
monies are invested in federal funds until opportunities in the Bank's loan and
investment portfolios arise.
Investment Securities: Available for sale securities remained relatively stable
from December 31, 2001 to March 31, 2002 with the balance on March 31, 2002
totaling $62.9 million. Investment securities are maintained at a level in which
interest rate risk is managed through diversification of the balance sheet.
Loans: Through the first quarter of 2002, loan balances decreased by $6.9
million or 1.3%. The loan to deposit ratio increased from 102.4 to 103.7 from
December 31, 2001 to March 31, 2002. The decrease in the loan level can be
attributed to the overall economic conditions and the seasonality issues
experienced in the Registrant's market area, and management's efforts to reduce
nonperforming loans. Management anticipates loan growth to resume in the second
quarter of 2002. Management believes loans provide the most attractive earning
asset yield available to the Registrant and that trained personnel and controls
are in place to successfully manage the loan portfolio, accordingly, management
intends to continue to maintain loans at a high level while maintaining adequate
liquidity. As shown in the table below, the overall loan mix remains relatively
constant with a decline in 1-4 family residential real estate loans and a slight
decline in commercial real estate loans from December 31, 2001 to March 31, 2002
...
10.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Following is a summary of the loan mix at March 31, 2002 and December 31, 2001
(in thousands):
March 31, % of December 31, % of
2002 Total 2001 Total
---- ----- ---- -----
Loans:
Commercial real estate $ 74,311 14.9% $ 77,892 15.4%
Commercial, financial, and agricultural 241,402 48.5 236,961 47.0
Leases:
Commercial 48,643 9.8 45,195 9.0
Governmental 34,219 6.9 37,247 7.4
1-4 family residential real estate 87,027 17.5 93,574 18.6
Consumer 8,979 1.8 9,516 1.9
Construction 2,908 0.6 4,027 0.8
------------ ------- ------------ -------
$ 497,489 100.0% $ 504,412 100.0%
============ ======= ============ =======
Credit Quality: The allowance for loan losses is maintained by management at a
level considered to be adequate to cover probable losses related to specifically
identified loans, as well as probable losses inherent in the balance of the loan
portfolio. At March 31, 2002 and December 31, 2001, the allowance for loan
losses was equal to 2% of total loans outstanding.
Management analyzes the allowance for loan losses in detail on a quarterly basis
to ensure that the losses inherent in the portfolio are properly reserved for.
Net charge-offs to gross loans outstanding were 0.14% and 0.19% for the three
months ended March 31, 2002 and 2001, respectively. Net charge-offs for the
quarter ended March 31, 2002 decreased $355,000 from the same period in 2001.
The provision for loan losses was $50,000 for the quarter ended March 31, 2002
compared to $800,000 for the same period in 2001.
The table presented below shows the balance of non-performing loans -- which
include nonaccrual loans and loans 90 or more days past due and still accruing
- -- as of March 31, 2002 and December 31, 2001 (in thousands):
March 31, December 31,
2002 2001
---- ----
Nonaccrual loans $ 3,714 $ 4,015
Loans 90 days or more past due and still accruing 4,393 6,101
Nonaccrual loans have deceased $301,000 from December 31, 2001 to March 31, 2002
and loans 90 days or more past due and still accruing have decreased by $1.7
million during that same time period. The decrease in the nonaccrual loans from
December 31, 2001 to March 31, 2002 is directly related to the transfer of one
commercial loan, for $310,000, from loans 90 days past due and still accruing to
the nonaccrual category, net payment of $51,000 on two residential loans, and
the transfer of approximately $560,000 in residential loans from nonaccrual
loans to the real estate owned category. The decrease in loans 90 days or more
past due and still accruing is attributed to primarily to a $2 million
commercial loan, which was brought current during the quarter. Management
continues to monitor the situation on the non-performing loans and has taken
various actions to reduce the level of non-performing loans. Non-performing
loans to total gross loans were 1.6% and 2.1% at March 31, 2002 and December 31,
2001, respectively.
11.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Deposits: Total deposits through the first quarter have decreased $12.3 million
or 2.5%. The decrease consisted of both noninterest-bearing and interest-bearing
deposit balances generated through the Bank's branch network. The decrease is
attributable to lower interest rates paid for deposits, seasonality issues
experienced in the Bank's market area, as well as overall economic conditions.
Borrowings: In addition to deposits, the Registrant uses alternative funding
sources to provide funds for lending activities and to grow the Bank's
investment portfolio as described above. At March 31, 2002, $86.9 million of the
total borrowings were from the Federal Home Loan Bank of Indianapolis.
Alternative sources of funding can be obtained at interest rates which are
competitive with, or lower than, retail deposit rates and with minimal
administrative costs.
Guaranteed Preferred Beneficial Interests in the Corporation's Subordinated
Debentures: Consistent with the Registrant's strategic plan, the Registrant
completed a private offering in May 1999 of Capital, or Trust Preferred,
securities in the amount of $12,450,000. The proceeds were used to support the
Registrant's capital position allowing for future growth and increased common
shareholder value. Under regulatory guidelines, such securities are eligible as
regulatory capital, as defined, subject to certain limitations.
Shareholder's Equity: Total shareholder's equity decreased $273,000 from
December 31, 2001 to March 31, 2002. The decrease is comprised of net income of
$1 million offset by net unrealized loss on securities of $574,000, and
dividends declared of $702,000.
RESULTS OF OPERATIONS:
Net Interest Income: Net interest income, before provisions for loan loss,
decreased by $1 million or 16.7% for the quarter ended March 31, 2002, compared
to the same period in 2001. The decrease in net interest income is a result of
decreased loan and deposit volume and declining interest rates during the past
twelve months. The net interest margin, on a fully taxable equivalent basis, for
the quarter ended March 31, 2002 was 3.77%, compared to 4.23% for the same
period of 2001. The net interest margin has been impacted by the current
economic conditions as well as the competitive nature of the Registrant's
market. As interest rates decreased, the Registrant was not able to decrease its
cost of funds rate at the same rate as its lending rates were decreasing;
causing its margins to narrow. For both periods, the total interest income and
the yield on total earning assets are strongly influenced by lending activities.
Provision for Loan Losses: The allowance for loan losses is maintained at a
level adequate to cover losses inherent in the portfolio. The Registrant records
a provision for loan losses necessary to maintain the allowance at that level
after considering factors such as loan charge-offs and recoveries, changes in
the mix of loans in the portfolio, loan growth, and other economic factors. The
provision for loan losses decreased by $750,000 for the quarter ended March 31,
2002 compared to the same period in 2001. This is due primarily to decreases in
net charge-offs, decreases in the overall loan portfolio, and decreases in
non-performing loans as previously discussed.
12.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Other Income: Other income decreased by $1.5 million for the quarter ended March
31, 2002 compared to the same period in 2001. This decrease was primarily due to
a reduction of other loan and lease income of $1.3 million brought about by the
closing of one of the Registrant's mortgage subsidiaries in August 2001 and
decrease in loan demand. Other changes in other income between the two quarters
includes a decrease of $389,000 in gain on sale of securities offset by an
increase of $290,000 in other operating income for the quarter ended March 31,
2002 as compared to the quarter ended, March 31, 2001.
Other Expenses: Other expenses decreased $1.2 million for the quarter ended
March 31, 2002 compared to the same period of 2001. Salaries, commissions, and
related benefits decreased by $1.1 million during the first quarter of 2002
compared to the first quarter of 2001. This decrease is primarily due to reduced
commission expense resulting from the closing of one of the Registrant's
mortgage subsidiaries in August 2001. Occupancy expense and other expense
remained relatively unchanged for the first quarter of 2002 compared to the same
period in 2001.
Federal Income Tax: The provision for income taxes was 17.1% of pretax income
for the quarter ended March 31, 2002 compared to a provision for income taxes of
12.2% for the quarter ended March 31, 2001. The difference between the effective
tax rate and the federal corporate income tax rate of 34% is primarily due to
tax-exempt interest earned on loans, leases, and investments. The effective tax
rate has increased, as tax-exempt income has become a smaller percentage of
total interest income.
INTEREST RATE RISK:
The Corporation's primary market risk exposure is interest rate risk which
management actively manages. The Corporation has no market risk sensitive
instruments held for trading purposes. In relatively low interest rate
environments which have been experienced during the past several years,
borrowers have generally tried to extend the maturities and repricing periods on
their loans and place deposits in demand or very short term accounts. Management
has taken various actions to offset the imbalance which those tendencies would
otherwise create. Commercial and real estate loans are written at variable rates
or, if necessary, fixed rates for relatively short terms. Management can also
manage interest rate risk with the maturity periods of securities purchased,
selling securities available for sale, and borrowing funds with targeted
maturity periods.
As of March 31, 2002, the Registrant had a cumulative asset repricing gap
position of $45.8 million within the one-year timeframe. This position suggests
that the Registrant should benefit from a rise in interest rates in the next
twelve months, however if rates fall, net income could decline. Management
believes that it is properly positioned against significant changes in rates
without severely altering operating results.
13.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY:
The Registrant's sources of liquidity include principal payments on loans and
investments, sales of securities available for sale, deposits from customers,
borrowings from the Federal Home Loan Bank, other bank borrowings, and the
issuance of common stock. The Registrant has ready access to significant sources
of liquidity on an almost immediate basis. Management anticipates no difficulty
in maintaining liquidity at the levels necessary to conduct the Registrant's
day-to-day business activities.
CAPITAL RESOURCES:
It is the policy of the Registrant to maintain capital at a level consistent
with both safe and sound operations and proper leverage to generate an
appropriate return on shareholders' equity. The capital ratios of the Registrant
exceed the regulatory minimum guidelines. The table below shows a summary of the
Registrant's capital position in comparison to regulatory requirements.
Tier I Tier I Total
Capital to Capital to Capital to
Average Risk Weighted Risk Weighted
Assets Assets Assets
------ ------ ------
Regulatory minimum 4.0% 4.0% 8.0%
The Registrant
March 31, 2002 8.7% 11.1% 12.4%
December 31, 2001 8.4% 11.1% 12.3%
The capital levels include adjustment for the Capital, or Trust Preferred,
Securities issued in May 1999, subject to certain limitations. Federal Reserve
guidelines limit the amount of cumulative preferred securities that can be
included in Tier I capital to 25% of total Tier I capital. As of March 31, 2002,
all of the $12,450,000 of Capital Securities were available as Tier I capital of
the Registrant. As previously noted, the Capital Securities will be used to
support the Registrant's current capital position allowing for future growth.
14.
NORTH COUNTRY FINANCIAL CORPORATION
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit
10.1 Chairman Agreement dated April 12, 2002, between the Company
and Ronald G. Ford.
(b) There were no reports filed on Form 8-K during the quarter ended
March 31, 2002.
15.
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.
NORTH COUNTRY FINANCIAL CORPORATION
-----------------------------------
(Registrant)
5/10/02 /s/ Sherry L. Littlejohn
- --------- -------------------------------------
Date SHERRY L. LITTLEJOHN,
PRESIDENT, CHIEF EXECUTIVE OFFICER
5/10/02 /s/ Gary W. Klein
- --------- -----------------------------
Date GARY W. KLEIN,
EVP/CHIEF ACCOUNTING OFFICER
16.