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 June 30, 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: (906) 341-8401
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 July 31, 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 -
June 30, 2002 (Unaudited) and December 31, 2001.................................... 1
Condensed Consolidated Statements of Income - (Loss)
and Six Months Ended June 30, 2002 (Unaudited) and
June 30, 2001 (Unaudited)........................................................ 2
Condensed Consolidated Statements of Changes in Shareholders'
Equity - Three and Six Months Ended June 30, 2002
(Unaudited) and June 30, 2001 (Unaudited)........................................ 3
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2002 (Unaudited) and
June 30, 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 4. Submission of Matters to a Vote of Security Holders.................................... 14
Item 6. Exhibits and Reports on Form 8-K....................................................... 14
SIGNATURES ................................................................................... 15
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, December 31,
2002 2001
---- ----
(Unaudited)
ASSETS
Cash and due from banks $ 21,975 $ 25,163
Federal funds sold 11,859 11,584
--------- ---------
Cash and cash equivalents 33,834 36,747
Interest-bearing deposits in other financial institutions 0 634
Securities available for sale 60,126 61,885
Federal Home Loan Bank stock 4,375 4,375
Total loans 493,692 504,412
Allowance for loan losses (13,578) (10,444)
--------- ---------
Net loans 480,114 493,968
Premises and equipment 18,174 18,637
Other assets 23,191 20,383
--------- ---------
Total assets $ 619,814 $ 636,629
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-interest-bearing $ 42,138 $ 46,342
Interest-bearing 425,307 436,182
--------- ---------
Total deposits 467,445 482,524
Borrowings 88,236 88,549
Accrued expenses and other liabilities 5,250 5,217
--------- ---------
Total liabilities 560,931 576,290
--------- ---------
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 shares issued and outstanding 16,175 16,175
Retained earnings 29,695 31,554
Accumulated other comprehensive income 563 160
--------- ---------
Total shareholders' equity 46,433 47,889
--------- ---------
Total liabilities and shareholders' equity $ 619,814 $ 636,629
========= =========
See accompanying notes to condensed consolidated financial statements.
1.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
----June 30,---- ----June 30,----
2002 2001 2002 2001
---- ---- ---- ----
Interest income:
Interest and fees on loans:
Taxable $ 7,999 $ 10,805 $ 16,069 $ 22,154
Tax-exempt 618 974 1,174 1,897
Interest on securities:
Taxable 970 1,205 1,929 2,504
Tax-exempt 64 68 132 188
Other interest income 29 126 78 297
-------- -------- -------- --------
Total interest income 9,680 13,178 19,382 27,040
-------- -------- -------- --------
Interest expense:
Deposits 3,156 5,720 6,421 12,161
Borrowings 1,286 1,241 2,548 2,345
Subordinated debentures 137 215 276 481
-------- -------- -------- --------
Total interest expense 4,579 7,176 9,245 14,987
-------- -------- -------- --------
Net interest income 5,101 6,002 10,137 12,053
Provision for loan losses 4,000 275 4,050 1,075
-------- -------- -------- --------
Net interest income after provision for loan losses 1,101 5,727 6,087 10,978
-------- -------- -------- --------
Other income:
Service fees 468 477 869 933
Gain on sale of securities 356 58 422 513
Other loan and lease income 377 2,431 640 4,030
Other 383 (19) 688 (1)
-------- -------- -------- --------
Total other income 1,584 2,947 2,619 5,475
-------- -------- -------- --------
Other expenses:
Salaries, commissions, and related benefits 1,882 3,900 3,882 7,028
Occupancy and equipment 726 847 1,541 1,697
Other 2,206 2,080 4,202 4,075
-------- -------- -------- --------
Total other expenses 4,814 6,827 9,625 12,800
-------- -------- -------- --------
Income (loss) before provision (credit) for
income taxes (2,129) 1,847 (919) 3,653
Provision (credit) for income taxes (1,022) 219 (815) 439
-------- -------- -------- --------
Net income (loss) $ (1,107) $ 1,628 $ (104) $ 3,214
======== ======== ======== ========
Earnings (loss) per common share:
Basic $ (0.15) $ 0.23 $ (0.01) $ 0.46
======== ======== ======== ========
Diluted $ (0.15) $ 0.23 $ (0.01) $ 0.46
======== ======== ======== ========
Dividends declared per common share $ 0.15 $ 0.10 $ 0.25 $ 0.20
======== ======== ======== ========
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 Six Months Ended
----June 30,---- ----June 30,----
2002 2001 2002 2001
---- ---- ---- ----
Balance, beginning of period $ 47,616 $ 46,183 $ 47,889 $ 44,617
Net income (loss) for period (1,107) 1,628 (104) 3,214
Net unrealized gain (loss) on securities
available for sale 977 (1,200) 403 (750)
-------- -------- -------- --------
Total comprehensive income (loss) (130) 428 299 2,464
Dividends declared (1,053) (702) (1,755) (1,405)
Issuance of common stock 0 3 0 239
Common stock retired 0 0 0 (3)
-------- -------- -------- --------
Balance, end of period $ 46,433 $ 45,912 $ 46,433 $ 45,912
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
3.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six Months Ended
----June 30,----
2002 2001
---- ----
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net income (loss) $ (104) $ 3,214
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Provision for loan losses 4,050 1,075
Depreciation and amortization 917 1,182
Gain on sales of securities (422) (513)
Loss on sale of premises, equipment, and other real estate 139 25
Change in other assets 1,350 (10)
Change in other liabilities (526) (863)
-------- --------
Net cash provided by operating activities 5,404 4,110
-------- --------
Cash flows from investing activities:
Net (increase) decrease in interest-bearing deposits in other financial institutions 634 (662)
Purchase of securities available for sale (48,158) (35,057)
Proceeds from sales of securities available for sale 46,548 33,629
Proceeds from maturities of securities available for sale 4,408 12,971
Net decrease in loans 4,373 9,031
Capital expenditures (335) (1,959)
Proceeds from sale of premises, equipment, and other real estate 1,009 177
-------- --------
Net cash provided by investing activities 8,479 18,130
-------- --------
Cash flows from financing activities:
Net decrease in deposits (15,079) (17,051)
Net decrease in federal funds purchased 0 (1,800)
Proceeds from borrowings 0 20,000
Principal payments on borrowings (313) (298)
Proceeds from issuance of common stock 0 239
Retirement of common stock 0 (3)
Dividends paid (1,404) (1,405)
-------- --------
Net cash used in financing activities (16,796) (318)
-------- --------
Net increase (decrease) in cash and cash equivalents (2,913) 21,922
Cash and cash equivalents at beginning of period 36,747 20,829
-------- --------
Cash and cash equivalents at end of period $ 33,834 $ 42,751
======== ========
4.
NORTH COUNTRY FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Dollars in thousands)
(Unaudited)
Six Months Ended
----June 30,---
2002 2001
---- ----
Supplemental cash flow information:
Cash paid for:
Interest $ 9,541 $15,448
Income taxes 550 805
Noncash investing activities - Transfers of foreclosures from
loans to other real estate 5,431 1,255
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 six-month period ended June
30, 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. CHANGE IN ACCOUNTING
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 Principles 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 (LOSS) PER SHARE
The factors used in the earnings (loss) per common share computation
follow.
Three Months Six Months
Ended June 30, Ended June 30,
2002 2001 2002 2001
---- ---- ---- ----
(In thousands, except per share data)
Basic earnings (loss) per common share:
Net income (loss) $(1,107) $ 1,628 $ (104) $ 3,214
======= ======= ======= =======
Weighted average common shares outstanding 7,019 7,012 7,019 7,021
======= ======= ======= =======
Basic earnings (loss) per common share $ (0.15) $ 0.23 $ (0.01) $ 0.46
======= ======= ======= =======
Diluted earnings (loss) per common share:
Net income (loss) $(1,107) $ 1,628 $ (104) $ 3,214
======= ======= ======= =======
Weighted average common shares outstanding
for basic earnings (loss) per common share 7,019 7,012 7,019 7,012
Add: Dilutive effect of assumed exercise
of stock options 3 2 3 2
Add: Dilutive effect of directors' deferred stock
compensation 0 1 0 1
------- ------- ------- -------
Average shares and dilutive potential common shares 7,022 7,015 7,022 7,015
======= ======= ======= =======
Diluted earnings (loss) per common share $ (0.15) $ 0.23 $ (0.01) $ 0.46
======= ======= ======= =======
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 June 30, 2002 and December 31, 2001, are as
follows (in thousands):
-----------June 30, 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 $ 3,454 $ 3,450 $ 3,350 $ 3,128
Obligations of states and political
subdivisions 5,232 5,555 5,288 5,418
Corporate securities 7,590 7,596 8,063 8,571
Mortgage-related securities 42,997 43,525 44,941 44,768
--------------- -------------- -------------- ---------------
Total investment securities
available for sale $ 59,273 $ 60,126 $ 61,642 $ 61,885
=============== ============== ============== ===============
5. ALLOWANCE FOR LOAN LOSSES
Activity in the allowance for loan losses for the six months ended June 30,
2002 and 2001, is summarized as follows (in thousands):
June 30, June 30,
2002 2001
---- ----
Balance at beginning of period $ 10,444 $ 9,454
Charge-offs (1,115) (1,774)
Recoveries 199 642
Provision for loan losses 4,050 1,075
-------- --------
Balance at end of period $ 13,578 $ 9,397
======== ========
Information regarding impaired loans follows (in thousands):
As of and As of and
for the Six for the Year
Months Ended Ended
June 30, December 31,
2002 2001
---- ----
Average investment in impaired loans $25,798 $23,154
Balance of impaired loans 28,907 25,524
7.
NORTH COUNTRY FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. BORROWINGS
Borrowings consist of the following at June 30, 2002 and December 31, 2001
(in thousands):
June 30, 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 $86,554 $86,867
Farmers Home Administration, $2,000,000 fixed rate note payable,
maturing August 24, 2024, interest payable at 1% 1,682 1,682
------- -------
$88,236 $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 June 30, 2002. Borrowings other than Federal Home Loan Bank advances
are not subject to prepayment penalties.
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 subsidiaries through the second
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 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.
FINANCIAL HIGHLIGHTS:
Year-to-date the consolidated the net loss was $104,000 through June 30, 2002
compared to net income of $3.21 million for the same period in 2001. Diluted
loss per share was $0.01 for the six months ended June 30, 2002 compared to
earnings of $0.46 for the same period in 2001. The provision for loan losses
increased on a year-to-date basis from $1.08 million for the six months ended
June 30, 2001 to $4.05 million for the six months ended June 30, 2002. Total
assets declined $16.8 million from December 31, 2001 to June 30, 2002. The loan
portfolio experienced declines through the second quarter of 2002, decreasing
$10.7 million from December 31, 2001 to June 30, 2002. Deposits have decreased
$15.1 million since December 31, 2001.
9.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION:
Cash and Cash Equivalents: Cash and cash equivalents decreased $2.9 million
through the second quarter of 2002.
Investment Securities: Available-for-sale securities decreased $1.8 million, or
2.8%, from December 31, 2001 to June 30, 2002, with the balance on June 30, 2002
totaling $60.1 million. Investment securities are maintained at levels needed to
manage interest rate risk and liquidity through diversification of the balance
sheet.
Loans: Through the second quarter of 2002, loan balances decreased by $10.7
million or 2.1%. While a decrease in the loan level is not typical for the
Registrant, this was a planned strategy to allow management's attention to be
focused on nonperforming loan issues; considering the overall economic
conditions and the seasonality issues experienced in the Registrant's market
area, the first half of the year was identified as the most appropriate time to
slow the growth. 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. As shown in the table
below, the decrease in the loan portfolio between December 31, 2001 and June 30,
2002, resulted mainly from declines in commercial real estate and residential
real estate loans.
Following is a summary of the loan mix at June 30, 2002 and December 31, 2001
(in thousands):
June 30, % of December 31, % of
2002 Total 2001 Total
---- ----- ---- -----
Commercial real estate $ 73,216 14.8 $ 77,892 15.4
Commercial, financial, and agricultural 233,268 47.3 236,961 46.9
Leases:
Commercial 56,217 11.4 45,195 9.0
Governmental 37,062 7.5 37,247 7.4
1-4 family residential real estate 84,269 17.1 93,574 18.6
Consumer 7,543 1.5 9,516 1.9
Construction 2,117 0.4 4,027 0.8
-------- ----- -------- -----
Total loans $493,692 100.0 $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 losses inherent in the balance of the loan
portfolio. At June 30, 2002, the allowance for loan losses increased to 2.75% of
total loans outstanding from 2.07% at December 31, 2001.
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 remained stable and were 0.19% and
0.21% for the six months ended June 30, 2002 and 2001, respectively. Net
charge-offs for the six-month period ended June 30, 2002 were $916,000 compared
to $1.1 million for the same period in 2001. The provision for loan losses was
increased $3 million from $1 million for the six months ended June 30, 2001 to
$4 million for the six months ended June 30, 2002.
The table presented below shows the balance of nonperforming loans - which
include nonaccrual loans and loans 90 or more days past due and still accruing -
at June 30, 2002 and December 31, 2001 (in thousands):
June 30, December 31,
2002 2001
---- ----
Nonaccrual loans $4,151 $4,015
Loans 90 days or more past due and still accruing 4,869 6,101
Ratio - Nonperforming loans to gross loans 1.8% 2.0%
10.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The increase in the provision was deemed necessary due to the continued impact
the national and Michigan economies have had on the Registrant's loan customers.
Even though total nonperforming loans have decreased $1.1 million since December
31, 2001, management has determined that the level of risk associated with these
nonperforming loans and the overall loan portfolio has increased. The slowdown
in the economy has been particularly hard on the hotel and tourism industries
which comprise 19.3% of the Registrant's loan portfolio. Additional allocations
of the allowance to these customers was also a factor in the increase in the
allowance.
Deposits: Total deposits through the second quarter have decreased $15.1
million, or 3.1%. The decrease consisted of both non-interest-bearing and
interest-bearing deposit balances throughout the Bank's branch network. The
Registrant experiences seasonal decreases in deposits normally during the first
six months of the year, however, this decrease was also a result of management's
decision to reduce the level of the loan portfolio, therefore, reducing the need
for deposits.
Borrowings: In addition to deposits, the Registrant uses alternative funding
sources to provide funds for lending activities and to support the Bank's
investment portfolio. Alternative sources can be obtained at interest rates
which are competitive with, or lower than, retail deposit rates and with minimal
administrative costs. Borrowings have remained relatively stable from December
31, 2001 to June 30, 2002. At June 30, 2002, $86.5 million of the total
borrowings were from the Federal Home Loan Bank of Indianapolis.
Guaranteed Preferred Beneficial Interests in the Corporation's Subordinated
Debentures: In 1999, the Registrant completed a private offering of Capital, or
Trust Preferred, securities in the amount of $12,450,000. Under regulatory
guidelines, guaranteed preferred beneficial interests in the Corporation's
subordinated debentures are eligible as regulatory capital, as defined subject
to certain limitations.
Shareholders' Equity: Total shareholders' equity decreased $1.5 million from
December 31, 2001 to June 30, 2002. The decrease is comprised of a net loss of
$104,000, combined with dividends declared of $1.8 million, offset by an
increase in the net unrealized gain on securities of $403,000.
RESULTS OF OPERATIONS:
Net Interest Income: Net interest income before provision for loan losses for
the quarter ended June 30, 2002, decreased by $901,000, or 15%, compared to the
same period one year ago. The decrease in loan and deposit volume during the
past twelve months, combined with decreases in interest rates, have resulted in
the decline in net interest income. Net interest income before provision for
loan losses for the six months ended June 30, 2002, decreased by $1.9 million,
or 15.9%, compared to the same period in 2001. 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 Registrant records a provision for loan losses
necessary to maintain the allowance at a level adequate to cover losses
inherent in the portfolio 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 increased by $3.7 million and
$3.0 million for the quarter ended and six-month period ended June 30, 2002,
respectively. The provision for loan losses was increased during the current
year in anticipation of potential charge-offs of certain loans that were
included in nonperforming assets as of June 30, 2002.
11.
NORTH COUNTRY FINANCIAL CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Other Income: Other income decreased by $1.4 million for the quarter ended June
30, 2002, compared to the quarter ended June 30, 2001. The decrease was
primarily due to a reduction of $2.1 million in fee income generated by the
Registrant's mortgage subsidiary for the quarter ended June 30, 2002. The
mortgage subsidiary ceased operations during the third quarter of 2001. The
decrease was partially offset by an increase of $400,000 in other operating
income and an increase in gain on sale of securities of $300,000 between the two
quarters.
Other income decreased by $2.9 million for the six months ended June 30, 2002,
compared to the same period one year ago. The decrease was primarily due to a
reduction of $3.4 million in fee income generated by the Registrant's mortgage
subsidiary offset by an increase in other operating income of $698,000 for the
six months ended June 30, 2002, compared to the same period last year.
Other Expenses: Other expenses decreased $2.0 million for the quarter ended June
30, 2002, compared to the same period of 2001. Salaries, commissions, and
related benefits decreased by $2.0 million during the second quarter of 2002
compared to the second quarter of 2001. This decrease is mainly due to
commission expense of $1.9 million paid by the mortgage subsidiary in 2001 which
was not incurred in 2002 as described above.
Other expenses decreased $3.2 million for the six months ended June 30, 2002,
compared to the same period of 2001. Salaries, commissions, and related benefits
decreased by $3.1 million through the second quarter of 2002 compared to the
same period in 2001. This decrease was due to commission expense of $3.2 million
paid in 2001, as mentioned above.
Federal Income Tax: 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. In addition, prior to 2000, the
corporation provided for additional taxes on open issues. These issues were
resolved in 2001 with no negative tax impact. Therefore, the additional
provisions for these issues were reversed in 2001 resulting in 2001 provision
for income taxes below historical and current routes.
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 June 30, 2002, the Registrant had a cumulative asset repricing gap
position of $93.8 million within the one-year time frame. This position suggests
that if the market interest rates increase in the next twelve months, the
Registrant has the potential to earn more net interest income. Conversely, if
market interest rates decline in the next twelve months, the Registrant has the
potential to earn less net interest income. Management believes that it is
properly positioned against significant changes in rates without severely
altering operating results.
12.
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
June 30, 2002 8.4% 10.8% 12.0%
December 31, 2001 8.4% 11.1% 12.4%
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 which can be
included in Tier I capital to 25% of total Tier I capital. As of June 30, 2002,
all of the $12,450,000 of Capital Securities were available as Tier I capital of
the Registrant.
13.
NORTH COUNTRY FINANCIAL CORPORATION
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Registrant's shareholders was held on April 16, 2002.
The purpose of the meeting was to elect directors, each for a three-year term.
The following directors were elected for terms expiring in 2005:
Ronald G. Ford
Michael C. Henricksen
John P. Miller
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) There are no exhibits filed as part of this report.
(b) Form 8-K announcing Ms. Sherry Littlejohn's election as CEO was filed
during the quarter ended June 30, 2002.
14.
NORTH COUNTRY FINANCIAL CORPORATION
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)
8/12/02 /s/ Ronald G. Ford
- --------- -------------------------------------
Date RONALD G. FORD,
CHAIRMAN
8/12/02 /s/ Sherry L. Littlejohn
- --------- ---------------------------------------
Date SHERRY L. LITTLEJOHN,
CHIEF EXECUTIVE OFFICER AND TREASURER
15.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of North Country Financial
Corporation (the "Company") on Form 10-Q for the period ending June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Sherry L. Littlejohn, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.
/s/ Sherry L. Littlejohn
- ------------------------------
Sherry L. Littlejohn
Chief Executive Officer
August 14, 2002