U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 ------------------------------------- --- TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------- ----------------- Commission file number 0-10627 --------------------------------------------- NORTH COUNTY BANCORP --------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) California 95-3669135 ------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 444 S. Escondido Blvd., P.O.Box 462990, Escondido, California 92025 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (760) 743-2200 ----------------------- -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 --- --- As of November 5, 1998 the Registrant had 4,637,290 shares of no par value common stock issued and outstanding. NORTH COUNTY BANCORP Part I FINANCIAL INFORMATION Page --------------------- ---- Item 1. FINANCIAL STATEMENTS Consolidated Balance Sheet - September 30, 1998 and December 31, 1997 2 Consolidated Statement of Income - Three Months Ended and Nine Months Ended September 30, 1998 and 1997 3 Consolidated Statement of Cash Flows - Nine Months Ended September 30, 1998 and 1997 4 Consolidated Statement of Stockholders' Equity - Nine months Ended September 30, 1998 and 1997 5 Notes to Consolidated Financial Statements 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 Part II OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K 12 1 NORTH COUNTY BANCORP PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET (In thousands) September 30, December 31, 1998 1997 ------------ ------------ (Unaudited) Assets Cash and cash equivalents: Cash and due from banks $ 35,391 $ 24,262 Federal funds sold 16,000 4,000 ------------ ------------ 51,391 28,262 Investment securities: Available for sale 19,291 17,544 Held to maturity 14,860 12,135 Loans, net 223,666 207,723 Other real estate owned 562 986 Premises and equipment, net 9,653 8,582 Accrued interest receivable and other assets 5,569 5,502 ------------ ------------ $ 324,992 $ 280,734 ------------ ------------ ------------ ------------ Liabilities and Stockholders' Equity Deposits: Noninterest-bearing $ 94,518 $ 89,852 Interest-bearing 197,866 161,703 ------------ ------------ 292,384 251,555 Accrued expenses and other liabilities 2,444 2,377 Fed funds purchased and U.S. Treasury demand note 1,121 1,194 Capital lease obligation 405 415 ------------ ------------ Total liabilities 296,354 255,541 ------------ ------------ Stockholders' equity: Common stock, no par value, Authorized, 10,000,000 shares; Outstanding shares 4,637,290 in 1998 and 1997 16,058 16,058 Retained earnings 12,495 9,137 Other comprehensive income 85 (2) ------------ ------------ Total stockholders' equity 28,638 25,193 ------------ ------------ $ 324,992 $ 280,734 ------------ ------------ ------------ ------------ See accompanying notes to consolidated financial statements. 2 NORTH COUNTY BANCORP CONSOLIDATED STATEMENT OF INCOME (Unaudited, in thousands except per share data) Three Months Ended Nine Months Ended September 30, September 30, ------------------ -------------------- 1998 1997 1998 1997 ------ ------ ------- ------- Interest income: Interest and fees on loans $5,831 $5,231 $17,016 $14,569 Investment securities 458 460 1,306 1,379 Federal funds sold 301 139 513 337 Deposits with other financial institutions 64 7 64 16 ------ ------ ------- ------- Total interest income 6,654 5,837 18,899 16,301 ------ ------ ------- ------- Interest expense: Deposits 1,655 1,520 4,528 4,235 Fed funds purchased and U.S. Treasury demand note 15 11 35 59 Long term debt 14 49 43 193 ------ ------ ------- ------- Total interest expense 1,684 1,580 4,606 4,487 ------ ------ ------- ------- Net interest income 4,970 4,257 14,293 11,814 Provision for loan losses 594 104 1,634 722 ------ ------ ------- ------- Net interest income after provision for loan losses 4,376 4,153 12,659 11,092 Other income 1,728 1,748 5,470 4,886 Other expense 3,905 4,264 12,324 11,958 ------ ------ ------- ------- Income before income taxes 2,199 1,637 5,805 4,020 Provision for income taxes 980 695 2,447 1,615 ------ ------ ------- ------- Net income $1,219 $ 942 $ 3,358 $ 2,405 ------ ------ ------- ------- ------ ------ ------- ------- Basic earnings per share $ 0.26 $ 0.22 $ 0.72 $ 0.57 ------ ------ ------- ------- ------ ------ ------- ------- Diluted earnings per share $ 0.25 $ 0.20 $ 0.70 $ 0.52 ------ ------ ------- ------- ------ ------ ------- ------- See accompanying notes to consolidated financial statements. 3 NORTH COUNTY BANCORP CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited, in thousands) Nine Months Ended September 30, ------------------------------- 1998 1997 -------- -------- Cash flows from operating activities: Net income $ 3,358 $ 2,405 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization of: Office property and equipment 832 977 Deferred loan fees and costs, net (606) (276) Investment premiums and discounts, net 170 103 Other 26 135 Gain on sale of other real estate owned (383) (346) Provision for loan and lease losses 1,634 722 (Increase) decrease in interest receivable (265) 53 Increase in taxes payable 46 330 (Decrease) increase in accrued expenses (133) 2,179 Increase in interest payable 201 376 Other, net 14 331 -------- -------- Net cash provided by operating activities 4,894 6,989 -------- -------- Cash flows from investing activities: Proceeds from sales and maturities of investment securities 11,280 17,863 Purchase of investment securities (15,923) (16,531) Net increase in loans (17,287) (26,492) Purchase of premises and equipment (1,903) (529) Proceeds from sale of other real estate owned 1,322 2,050 -------- -------- Net cash used in investing activities (22,511) (23,639) -------- -------- Cash flows from financing activities: Cash payments on notes payable and capital lease obligations (10) (10) Net increase in deposits 40,829 24,676 Net (decrease) increase in short term borrowings (73) 88 Net decrease in long term borrowings -- (1,550) -------- -------- Net cash provided by financing activities 40,746 23,204 -------- -------- Net increase in cash and cash equivalents 23,129 6,554 Cash and cash equivalents at beginning of year 28,262 28,136 -------- -------- Cash and cash equivalents at end of period $ 51,391 $ 34,690 -------- -------- -------- -------- Disclosures: Total interest paid $ 4,405 $ 4,111 -------- -------- -------- -------- Total taxes paid $ 2,370 $ 1,172 -------- -------- -------- -------- Foreclosed real estate loans $ 316 $ 810 -------- -------- -------- -------- Conversion of subordinated debentures into common stock, net of deferred offering costs $ -- $ 250 -------- -------- -------- -------- See accompanying notes to consolidated financial statements. 4 NORTH COUNTY BANCORP CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited, dollars in thousands) Common Stock Other Total ---------------------- Retained Comprehensive Stockholders' Shares Amount Earnings Income Equity --------- ------- -------- ------------- ------------- Balance at December 31, 1996 2,003,193 $11,758 $ 8,500 $(86) $20,172 Two for one stock split 2,005,956 -- -- Exercise of stock options 788 -- -- Conversion of subordinated debentures 69,608 250 250 Decrease in unrealized loss on available for sale securities, net of tax 110 110 Net income 2,405 2,405 --------- ------- ------- ---- ------- Balance at September 30, 1997 4,079,545 12,008 10,905 24 22,937 Five percent stock dividend including cash for fractional shares 220,608 2,867 (2,872) (5) Conversion of subordinated debentures 337,137 1,183 1,183 Increase in unrealized loss on available for sale securities, net of tax (26) (26) Net income 1,104 1,104 --------- ------- ------- ---- ------- Balance December 31, 1997 4,637,290 16,058 9,137 (2) 25,193 Decrease in unrealized loss on available for sale securities, net of tax 87 87 Net income 3,358 3,358 --------- ------- ------- ---- ------- Balance September 30, 1998 4,637,290 $16,058 $12,495 $ 85 $28,638 --------- ------- ------- ---- ------- --------- ------- ------- ---- ------- See accompanying notes to consolidated financial statements. 5 NORTH COUNTY BANCORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying financial information has been prepared in accordance with the Securities and Exchange Commission rules and regulations for quarterly reporting and therefore does not necessarily include all information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles. This information should be read in conjunction with the Company's Annual Report for the year ended December 31, 1997. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. In the opinion of management, the unaudited financial information for the three and nine month periods ended September 30, 1998 and 1997, reflect all adjustments, consisting only of normal recurring accruals and provisions, necessary for a fair presentation thereof. NOTE 2 - EARNINGS PER SHARE Basic earnings per share (EPS) represents net income divided by the weighted average common shares outstanding during the period adjusted retroactively for stock dividends excluding any potential dilutive effects. The weighted average number of shares outstanding for basic EPS was 4,637,290 for the three and nine months ended September 30, 1998 and 4,224,543 and 4,216,664 for the three and nine months ended September 30, 1997, respectively. Diluted EPS gives effect to all potential issuances of common stock that would have caused basic EPS to be lower as if the issuance had already occurred. The calculation of diluted EPS assumes the issuance of 179,609 and 532,136, shares of common stock at September 30, 1998 and 1997, respectively, upon the exercise of eligible stock options and conversion of the Company's convertible subordinated debentures. The weighted average number of shares outstanding for diluted EPS was 4,814,527 and 4,816,899 for the three and nine months ended September 30, 1998, respectively, and 4,755,977 and 4,748,800 for the three and nine months ended September 30, 1997, respectively. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS North County Bancorp (the "Company") has one wholly owned subsidiary, North County Bank (the "Bank"). North County Bank's operations are the only significant operations of the Company. The accompanying financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Statements contained in this Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company's expectations, intentions, beliefs or strategies regarding the future. All forward-looking statements included in this document are based on information available to the Company on the date thereof, and the Company assumes no obligation to update any such forward-looking statements. It is important to note that the Company's actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially from those in such forward-looking statements are included in the discussions below. FINANCIAL CONDITION Total assets of the Company increased $44.3 million or 15.7% to $325.0 million at September 30, 1998, from $280.7 million at December 31, 1997. Interest-bearing deposits due from banks , Federal funds sold and investments securities increased $10.0 million, $12.0 million and $4.5 million, respectively, reflecting excess liquidity due to deposit growth. Gross loans increased $16.7 million or 7.9% to $227.7 million at period end from $211.0 million at the end of 1997. Within the major loan categories commercial loans increased $10.8 million to $122.5 million, real estate loans increased $4.5 million to $50.3 million and construction loans increased $8.3 million to $18.7 million. These increases were partially offset by a decrease of $6.1 million in consumer loans to $34.9 million primarily due to decreases of $2.5 million in Title I loans and $1.6 million in other equity loans. The Company continues to experience poor demand for consumer financing primarily due to increased competition from non-bank lenders as well as other financial institutions in its market area. Included in the commercial loan group, SBA loans increased $6.6 million to $61.7 million and other commercial loans increased $4.2 million to $60.8 million. Commercial real estate loans at $47.9 million accounted for $5.0 million of the increase in real estate loans. The only notable changes in the loan portfolio mix at period end from the end of the year were in consumer loans which declined to 15.3% of total loans from 19.4% and construction loans which increased to 8.2% of total loans from 4.9%. Other real estate owned decreased $424,000 in the first nine months of 1998 to $562,000 due to the sale of seven properties with a carrying value of $938,000 partially offset by foreclosures of four additional properties that totaled $316,000. Total deposits at September 30, 1998 increased $40.8 million or 16.2% from December 31, 1997. The deposit growth was centered in time deposits which grew 57.2% or $26.7 million to $73.4 million and was supplemented by growth in NOW accounts of $5.6 million to $42.2 million, noninterest-bearing demand deposits of $4.7 million to $94.5 million and savings accounts of $3.9 million to $82.2 million at period end. Total time deposits at the end of September were 25.1% of total deposits compared to 18.6% at the end of 1997. The decline in the stock market during 1998 stimulated consumer investment in fixed income instruments such as bank certificates of deposit. Total stockholders' equity at September 30, 1998 was $28.6 million compared to $25.2 million at December 31, 1997, an increase of $3.4 million or 13.7% due to earnings. The Company's Tier I leverage capital ratios were 8.87% and 8.76%, at September 30, 1998 and December 31, 1997, respectively. The Bank's Tier I leverage capital ratios were 8.83% and 8.73% at September 30, 1998 and December 31, 1997, respectively. (See CAPITAL RESOURCES.) RESULTS OF OPERATIONS SUMMARY Net income for the nine months ended September 30, 1998 increased $953,000 or 39.6% to $3.4 million from $2.4 million for the same period in 1997. The increase is attributable to a number of factors, the largest of which was an increase in net interest income of $2.5 million or 21.0% to $14.3 million from $11.8 million. The provision for loan and lease losses increased $912,000 7 or 126.3% to $1.6 million from $722,000 primarily due to loan growth. Other income increased $584,000 or 12.0% and other expense increased $366,000 or 3.1%. The provision for income taxes increased $832,000 to $2.4 million for the first nine months of 1998 from $1.6 million for the same prior year period due to an increase of $1.8 million or 44.4% in pre-tax earnings and a slightly higher effective tax rate. Return on average assets and average stockholders' equity for the first nine months of 1998 were 1.50% and 16.57%, respectively, compared to 1.18% and 14.94%, respectively, for the same 1997 period. Basic and diluted earnings per share for the first nine months of 1998 increased to $0.72 and $0.70, respectively, from $0.57 and $0.52, respectively, for the same 1997 period. The 1997 earnings per share calculations have been restated to reflect a 5% stock dividend paid on January 30, 1998. (See "RESULTS OF OPERATIONS -- PROVISION FOR LOAN AND LEASE LOSSES", "RESULTS OF OPERATIONS -- NET INTEREST INCOME", and "RESULTS OF OPERATIONS -- OTHER INCOME AND EXPENSE") For the quarter ended September 30, 1998, the Company reported net income of $1.2 million compared to $942,000, an increase of $277,000 or 29.4% over the third quarter of 1997. The increase in third quarter earnings is primarily due to increases in net interest income of $713,000 and a decrease in other expense of $359,000 which were partially offset by an increase in the provision for loans and lease losses of $490,000. The provision for income taxes increased $285,000 to $980,000 for the third quarter of 1998. The return on average assets and average stockholders' equity for the quarter ended September 30, 1998 were 1.53% and 17.27%, respectively, compared to 1.33% and 16.80%, respectively, for the third quarter of 1997. Primary and fully diluted earnings per share for the third quarter of 1998 were $0.26 and $0.25, respectively, compared to $0.22 and $0.20, respectively last year. NET INTEREST INCOME Net interest income for the nine months ended September 30, 1998 compared to 1997 increased $2.5 million or 21.0% primarily due to growth of 13.1% or $30.5 million in average interest earning assets which increased to $263.9 million from $233.4 million. The average tax equivalent yield on earning assets increased to 9.60% from 9.37%. Interest income increased $2.6 million or 15.9% to $18.9 million from $16.3 million primarily due to loan income which increased $2.4 million or 16.8%. Average loans and their tax equivalent yields increased to $219.2 million and 10.39%, respectively, at period end from $191.4 million and 10.20% , respectively, for the same prior year period. Interest on Federal funds sold increased $176,000 due to increased volume. The average balance in Federal funds sold increased to $12.7 million from $8.3 million with an average yield of 5.42% for both periods. Interest on investments decreased $73,000 for the first nine months of 1998 compared to 1997. This was primarily due to a decrease or $2.9 million in average volume to $30.5 million in 1998 versus $33.4 million in 1997 partially offset by an increase in tax equivalent yield to 5.87% in 1998 from 5.65% in 1997. The net tax equivalent interest margin (net interest income as a percentage of average interest-earning assets) was 7.27% and 6.80% for the nine months ended September 30, 1998 and 1997, respectively. Interest expense increased $119,000 or 2.7% for the first nine months of 1998 compared to the same period in 1997. The increase in interest consisted of $293,000 in deposit interest partially offset by a decrease of $174,000 in interest expense on other borrowings, primarily long term borrowings. Average interest-bearing deposits increased $14.2 million to $177.1 million in 1998 compared to $162.9 for the same 1997 period. The average rate paid on interest-bearing deposits decreased during this time period to 3.42% from 3.48%. Average money market and savings deposits increased $5.7 million to $79.4 million and the average rate paid on these accounts was unchanged at 3.29%. During the same period average NOW accounts increased $4.4 million to $40.9 million while the average rate paid decreased to 1.35% from 1.43%. Average time deposits increased $4.1 million to $56.8 million at September 30, 1998. The average rate paid for these deposits decreased to 5.08% from 5.16% largely due to a deposit promotion in the second quarter of 1997 in which the Company offered a short term (seven month) certificate of deposit at 6.00%. At September 30, 1997, the Company had $1.3 million outstanding in 9 1/4% convertible subordinated debentures which were redeemed (at the Company's option) for common stock in October of 1997. Two term notes for $1.6 million were paid in full during the second quarter of 1997. Consequently, average long term borrowings for the first nine months of 1998 decreased to $410,000 from $2.6 million for the same 1997 period. The average rates paid on total interest-bearing liabilities were 3.45% and 3.59% for the first nine months of 1998 and 1997, respectively. 8 OTHER INCOME AND OTHER EXPENSE Other income increased $584,000 for the nine months ended September 30, 1998 compared to the same 1997 period. The increase in other income is largely due to an increase in gains on loan sales of $547,000 or 68.6% to $1.3 million in 1998 from $798,000 in 1997. Gains on the sale of SBA loans and equity loans increased $381,000 and $225,000, respectively, partially offset by a decrease in gains on the sale of Title I loans of $58,000. The Company sold $3.0 million in SBA loans in 1998 compared to none in the same 1997 period. Title I and equity loans sold totaled $29.9 million and $27.3 million, respectively, during the first nine months of 1998 and 1997. Other expense increased $366,000 compared to last year. Other expense consists primarily of salaries and employee benefits which increased $780,000 to $7.3 million, occupancy expense which increased $67,000 to $2.5 million, advertising and public relations which increased $22,000 to $514,000, telephone expense which increased $70,000 to $363,000 and expenses related to retaining professional services decreased $20,000 to $352,000. Expenses related to the acquisition, maintenance and sale of other real estate owned partially offset the increases in the other expense category by decreasing $206,000 to a net gain of $302,000 as did expenses related to collection efforts which decreased $172,000 to $64,000 in 1998 compared to the same prior year period. IMPACT OF YEAR 2000 ON COMPUTER SYSTEMS The Company has recognized the challenges posed by the Year 2000 issues and has completed preliminary work to inventory computer systems, software and equipment containing embedded microchips, and has performed a risk assessment. The Company has hired an outside consultant to further assist in the identification, testing and evaluation of all systems, service providers and vendors to assure Year 2000 compliance and the potential impact of this problem on its customers. An internal task force has been established to work with the consultant in reviewing all computer systems and equipment, project planning, risk management and contingency planning. Systems found to be year 2000 deficient will be modified, upgraded or replaced. Project plans anticipate all existing , critical information systems infrastructure to be year 2000 compliant by March 31, 1999 and all other equipment and systems to be year 2000 compliant by June 30, 1999. Contingency plans will be in place in the first quarter of 1999 to address any failures resulting from relationships with significant customers, suppliers or other third parties. To the extent that the problem is not successfully addressed, consequences, the extent of which are unknown, could follow. The Company does not believe that the costs of addressing this problem through the planned modification of existing systems and conversion to new systems will have a material effect on the results of operations. The Company anticipates related expenditures of approximately $250,000 in 1998 and 1999. PROVISION FOR LOAN AND LEASE LOSSES The provision for loan and lease losses for the nine months ended September 30, 1998 was $1.6 million compared to $722,000 for the comparable 1997 period. The amount of the provision reflects management's judgement as to the adequacy of the reserve for loan and lease losses and is generally determined by the periodic review of the loan portfolio, the Bank's loan loss experience, and current and expected economic conditions. The provision for loan and lease losses reflects a provision of $640,000 during the first nine months of 1998 compared to $650,000 in the same 1997 period to supplement the Company's Title I HUD reserve due to potential losses in the Title I portfolio. Net charge offs increased to $865,000 for the first nine months of 1998 from $324,000 for the same prior year period. The annualized ratio of net charge offs to total loans was 0.51%, 0.47% and 0.21% at September 30, 1998, December 31, 1997, and September 30, 1997, respectively. The loan and lease loss reserve was 1.77%, 1.55% and 1.71% of total gross loans at September 30, 1998, December 31, 1997 and September 30, 1997, respectively. Loans are charged against the reserve, when in management's opinion, they are deemed uncollectible, although the Bank continues to aggressively pursue collection. Although management believes that the reserve for loan and lease losses is adequate to absorb losses as they arise, there can be no assurance that the Company will not sustain losses in any given period which could be substantial in relation to the size of the reserve. 9 NONPERFORMING ASSETS The following table provides information with respect to the components of the Company's nonperforming assets at September 30, 1998 and December 31, 1997: September 30, December 31, 1998 1997 ------------- ------------ Nonaccrual loans: Conventional real estate 129 -- Commercial 671 2,163 Installment and consumer 285 858 ------ ------ Total 1,085 3,021 ------ ------ Other real estate owned 562 986 ------ ------ Total nonperforming assets $1,647 $4,007 ------ ------ ------ ------ Nonperforming assets to total gross loans plus other real estate owned 0.72% 1.89% ------ ------ ------ ------ The Company considers a loan to be nonperforming when any one of the following events occurs: (a) any installment of principal or interest is 90 days past due; (b) the full timely collection of interest or principal becomes uncertain; (c) the loan is classified as "doubtful" by bank examiners; or (d) a portion of its principal balance has been charged-off. The Company's policy is to classify loans which are 90 days past due as nonaccrual loans unless Management determines that the loan is adequately collateralized and in the process of collection or other circumstances exist which would justify the treatment of the loan as fully collectible. Impaired loans were recorded at $719,000 and $556,000 for commercial loans and real estate mortgage loans, respectively, at September 30, 1998. The recorded investments are stated net of reserves for loan losses of $39,000 and $12,000, respectively. Impaired loans at December 31, 1997 were recorded at $1.5 million and $468,000 for commercial loans and real estate mortgage loans, respectively, net of reserves for loan losses of $130,000 and $21,000, respectively. LIQUIDITY AND ASSET/LIABILITY MANAGEMENT The liquidity of a banking institution reflects its ability to provide funds to meet customer credit needs, to accommodate possible outflows in deposits, to provide funds for day-to-day operations, and to take advantage of interest rate market opportunities. Asset liquidity is provided by cash, certificates of deposit with other financial institutions, Federal funds sold, investment maturities and sales and loan maturities, repayments and sales. Liquid assets (consisting of cash, Federal funds sold and investment securities) comprised 26.3% and 20.6% of the Company's total assets at September 30, 1998 and December 31, 1997, respectively. Liquidity management also includes the management of unfunded commitments to make loans and undisbursed amounts under lines of credit. At September 30, 1998, these commitments totaled $48.1 million in commercial loans, $1.2 million in letters of credit, $15.1 million in real estate construction loans, and $10.6 million in consumer and installment loans. In addition to loan and investment sales and deposit growth, the Bank has several secondary sources of liquidity. Many of the Bank's real estate construction loans are originated pursuant to underwriting standards which make them readily marketable to other financial institutions or investors in the secondary market. In addition, in order to meet liquidity needs on a temporary basis, the Bank has unsecured lines of credit in the amount of $13.0 million for the purchase of Federal funds with other financial institutions and may borrow funds at a correspondent financial institution, the Federal Home Loan Bank and the Federal Reserve discount window, subject to the Bank's ability to supply collateral. Asset/Liability Management involves minimizing the impact of interest rate changes on the Company's earnings through the 10 management of the amount, composition and repricing periods of rate sensitive assets and rate sensitive liabilities. Emphasis is placed on maintaining a rate sensitivity position within the Company's policy guidelines to avoid wide swings in spreads and to minimize risk due to changes in interest rates. At September 30, 1998 approximately 62% of the Company's interest earning assets have interest rates which are tied to the Bank's base lending rate or mature in one year or less. In order to match the rate sensitivity of its assets, the Company's policy is to offer a large number of variable rate deposit products and limit the level of large dollar time deposits with maturities of one year or longer. In addition to managing its asset/liability position, the Company has taken steps to mitigate the impact of changing interest rates by generating non-interest income through service charges, offering products which are not interest rate sensitive, such as escrow services and insurance products, and through the servicing of mortgage loans. CAPITAL RESOURCES Stockholders' equity increased 13.7% to $28.6 million at September 30, 1998 from $25.2 million at December 31, 1997. Net income of $3.4 million and an increase in net unrealized gains on available for sale securities of $87,000 contributed to the increase in equity. The following table provides information with respect to the Company's and the Bank's regulatory capital ratios and regulatory minimum requirements: September 30, December 31, Regulatory Minimum 1998 1997 Ratios ------------- ------------ ------------------ NORTH COUNTY BANCORP Risk-based capital Tier 1 11.40% 10.88% 4.00% Total 12.65% 12.14% 8.00% Tier 1 leverage capital 8.87% 8.76% 4.00% - 5.00% NORTH COUNTY BANK Risk-based capital Tier 1 11.34% 10.85% 4.00% Total 12.59% 12.10% 8.00% Tier 1 leverage capital 8.83% 8.73% 4.00% - 5.00% Management anticipates capital expenditures of approximately $200,000 primarily for upgrades to computer and data communications equipment, computer software and improvements to facilities during the remainder of 1998. The Company has received approval from the Federal Reserve System to establish a full service branch office located at Palomar Airport Road and Business Park Drive in the City of Vista, California. The office, which will be a leased facility, is scheduled to open during the second quarter of 1999. 11 Part II - Other Information --------------------------- All items of Part II other than Item 6 below are either inapplicable or would be responded to in the negative. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) None (b) No reports on Form 8-K have been filed during the period, and no events have occurred which would require one to be filed. 12 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 COUNTY BANCORP (Registrant) /s/ MICHAEL J. GILLIGAN Date: November 6, 1998 - ---------------------------------------- ---------------- Michael J. Gilligan Vice President & Chief Financial Officer 13