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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ To ___________
Commission file number 0-23533
MYSTIC FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3401049
- -------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 HIGH STREET
MEDFORD, MASSACHUSETTS 02155
- ---------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 395-2800
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
----- -----
As of November 14, 2002, 1,465,803 shares of the registrant's common stock
were outstanding.
MYSTIC FINANCIAL, INC. AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION Page
--------------------- ----
Item 1 Financial Statements:
Consolidated Balance Sheets - September 30, 2002
and June 30, 2002 3
Consolidated Statements of Income - Three Months Ended
September 30, 2002 and 2001 4
Consolidated Statements of Changes in Stockholders' Equity -
Three Months Ended September 30, 2002 and 2001 5
Consolidated Statements of Cash Flows - Three Months
Ended September 30, 2002 and 2001 6
Notes to Unaudited Consolidated Financial Statements -
September 30, 2002 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3 Quantitative and Qualitative Disclosures About
Market Risk 20
Item 4 Controls and Procedures 20
PART II OTHER INFORMATION
-----------------
Item 4 Submission of Matters to a Vote of Security Holders 20
Item 5 Other Information 21
Item 6 Exhibits and Reports on Form 8-K 21
SIGNATURES 22
- ----------
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets
(In Thousands)
September 30, June 30,
2002 2002
------------- --------
(Unaudited)
Assets
Cash and due from banks $ 13,687 $ 18,155
Federal funds sold 12,426 10,653
Short-term investments 19,104 5,804
-------- --------
Total cash and cash equivalents 45,217 34,612
Securities available for sale, at fair value 64,405 65,900
Federal Home Loan Bank stock, at cost 2,932 2,932
Loans, net of allowance for loan losses of $2,136 and $2,063, respectively 254,237 243,743
Mortgage loans held for sale 2,729 1,231
Bank premises and equipment, net 2,875 2,885
Real estate held for investment, net 1,584 1,586
Accrued interest receivable 1,647 1,784
Due from Co-operative Central Bank 929 929
Other assets 1,016 1,131
-------- --------
$377,571 $356,733
======== ========
Liabilities and Stockholders' Equity
Deposits $287,495 $267,438
Federal Home Loan Bank borrowings 58,126 58,135
Subordinated Debt 5,000 5,000
Mortgagors' escrow accounts 862 792
Accrued expenses and other liabilities 1,675 1,445
-------- --------
Total liabilities 353,158 332,810
-------- --------
Stockholders' equity
Preferred stock, $.01 par value, 1,000,000 shares authorized; none issued - -
Common stock, $.01 par value, 5,000,000 shares authorized; 2,719,125 issued 27 27
Additional paid-in capital 25,713 25,699
Retained earnings 17,419 17,099
Treasury stock, at cost, 1,253,322 shares, respectively (17,124) (17,124)
Accumulated other comprehensive income 372 350
Unearned ESOP shares (1,538) (1,622)
Unearned RRP stock (456) (506)
-------- --------
Total stockholders' equity 24,413 23,923
-------- --------
$377,571 $356,733
======== ========
See accompanying notes to unaudited consolidated financial statements.
3
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
Three Months Ended
September 30, September 30,
2002 2001
------------- -------------
(Unaudited)
Interest and dividend income:
Interest and fees on loans $4,392 $4,285
Interest and dividends on securities 760 491
Other interest 111 216
------ ------
Total interest and dividend income 5,263 4,992
------ ------
Interest expense:
Deposits 1,810 1,952
Federal Home Loan Bank borrowings 760 672
Subordinated Debt 77 -
------ ------
Total interest expense 2,647 2,624
------ ------
Net interest income 2,616 2,368
Provision for loan losses 75 75
------ ------
Net interest income, after provision for loan losses 2,541 2,293
------ ------
Other income:
Customer service fees 260 208
Gain on sale of loans 147 27
Miscellaneous 9 19
------ ------
Total other income 416 254
------ ------
Operating expenses:
Salaries and employee benefits 1,363 1,095
Occupancy and equipment expenses 293 233
Data processing expenses 87 81
Other general and administrative expenses 501 452
------ ------
Total operating expenses 2,244 1,861
------ ------
Income before income taxes 713 686
Provision for income taxes 275 270
------ ------
Net income $ 438 $ 416
====== ======
Earnings per share-basic $ 0.33 $ 0.26
====== ======
Weighted average shares outstanding - basic 1,319 1,587
====== ======
Earnings per share-diluted $ 0.32 $ 0.25
====== ======
Weighted average shares outstanding - diluted 1,374 1,635
====== ======
See accompanying notes to unaudited consolidated financial statements.
4
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended September 30, 2002 and 2001
(In Thousands)
(Unaudited)
Accumulated
Additional Other Unearned Unearned Total
Common Paid-In Retained Treasury Comprehensive ESOP RRP Stockholders'
Stock Capital Earnings Stock Income Shares Stock Equity
------ ---------- -------- -------- ------------- -------- -------- -------------
Balance at June 30, 2002 $27 $25,699 $17,099 $(17,124) $350 $(1,622) $(506) $23,923
-------
Comprehensive income:
Net income - - 438 - - - - 438
Change in net unrealized gain
on securities available for
sale, net of tax effects 22 22
-------
Total comprehensive income 460
-------
Dividend paid ($0.09 per share) - - (118) - - - - (118)
Decrease in unearned ESOP shares - 14 - - - 84 - 98
Decrease in unearned RRP stock - - - - - - 50 50
-------------------------------------------------------------------------------------------
Balance at September 30, 2002 $27 $25,713 $17,419 $(17,124) $372 $(1,538) $(456) $24,413
===========================================================================================
Balance at June 30, 2001 $27 $25,643 $15,956 $(10,055) $118 $(1,967) $(707) $29,015
-------
Comprehensive income:
Net income - - 416 - - - - 416
Change in net unrealized gain
on securities available for
sale, net of tax effects - - - - 225 - - 225
-------
Total comprehensive income - - - - - - - 641
Dividend paid ($0.08 per share) - - (133) - - - - (133)
Decrease in unearned ESOP shares - 3 - - - 89 - 92
Purchase of treasury stock - - - (2,874) - - - (2,874)
Decrease in unearned RRP stock - - - - - - 51 51
-------------------------------------------------------------------------------------------
Balance at September 30, 2001 $27 $25,646 $16,239 $(12,929) $343 $(1,878) $(656) $26,792
===========================================================================================
See accompanying notes to unaudited consolidated financial statements.
5
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Statements of Cash Flows
(In Thousands)
Three Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
(Unaudited)
Cash flows from operating activities:
Net income $ 438 $ 416
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for loan losses 75 75
Net amortization accretion of securities 86 14
Amortization of unearned ESOP shares 98 92
Amortization of unearned RRP stock 50 51
Depreciation expense 119 104
Net change in mortgage loans held for sale (1,498) 12
Decrease (increase) in accrued interest receivable 137 (124)
Decrease in other assets 61 132
Increase (decrease) in accrued expenses and other liabilities 238 (95)
-----------------------------
Net cash (used) provided by operating activities (196) 677
-----------------------------
Cash flows from investing activities:
Activity in available for sale securities
Maturities, prepayment and calls 5,089 2,647
Purchases (3,612) (12,270)
Loans originated, net of payments received (10,569) (3,044)
Purchases of banking premises and equipment (107) (67)
-----------------------------
Net cash used by investing activities (9,199) (12,734)
-----------------------------
Cash flows from financing activities:
Net increase (decrease) in deposits 20,057 6,053
Repayment of borrowings (9) (8)
Net increase in mortgagors' escrow accounts 70 113
Dividends paid (118) (133)
Purchase of treasury stock - (2,874)
-----------------------------
Net cash provided by financing activities 20,000 3,151
-----------------------------
Net change in cash and cash equivalents 10,605 (8,906)
Cash and cash equivalents at beginning of period 34,612 46,129
-----------------------------
Cash and cash equivalents at end of period $45,217 $37,223
=============================
Supplemental cash flow information:
Interest paid $ 2,474 $ 2,631
Income taxes paid 98 5
Due to broker - 2,000
6
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
September 30, 2002
1) Basis of Presentation and Consolidation
The unaudited consolidated interim financial statements of Mystic
Financial, Inc. and subsidiary ("Mystic" or the "Company") presented herein
should be read in conjunction with the consolidated financial statements
for the year ended June 30, 2002, included in the Annual Report on Form 10-
K of Mystic Financial, Inc., the holding company for Medford Co-operative
Bank (the "Bank").
The significant accounting policies followed by the Company for interim
financial reporting are consistent with the accounting policies followed
for annual financial reporting. The unaudited consolidated interim
financial statements herein have been prepared in accordance with
accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
In the opinion of management, the consolidated financial statements reflect
all adjustments (consisting solely of normal recurring accruals) necessary
for a fair presentation of such information. Interim results are not
necessarily indicative of results to be expected for the entire year.
2) Commitments and Contingencies
At September 30, 2002, the Bank had outstanding commitments to originate
loans amounting to approximately $20.4 million, and unadvanced funds on
construction loans, lines of credit and equity loans amounting to
approximately $11.3, $11.4 and $5.4 million, respectively. The Bank has
sold loans with recourse in the amount of $4.0 million. In connection with
these loans, there is an off-balance sheet contingent liability in the
amount of $65,000 at September 30, 2002.
3) Earnings Per Share
Basic earnings per share represents income available to common stock
divided by the weighted-average number of common shares outstanding during
the period. In calculating earnings per share, the number of shares of
common stock outstanding is reduced by the number of shares held by the
Company's Employee Stock Ownership Plan (the "ESOP") and the Company's 1999
Recognition and Retention Plan (the "RRP") that have not been allocated or
are not committed for release to participants' individual accounts.
Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive potential common shares had been issued,
as well as any adjustment to income that would result from the assumed
conversion. Potential common shares that may be issued by the Company
relate solely to outstanding stock options and unearned RRP shares and are
determined using the treasury stock method.
7
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
September 30, 2002
4) Book Value Per Share
Book value per share was $17.79 as of September 30, 2002 and $16.80 as of
September 30, 2001. In calculating book value per share, the number of
shares of common stock outstanding is reduced by the number of shares held
by the ESOP that have not been allocated or are not committed to be
released to participants' individual accounts, unearned RRP shares and
treasury stock. There were 1,372,386 and 1,594,587 shares of common stock
outstanding as of September 30, 2002 and 2001, respectively, for purposes
of calculating the Company's book value per share.
5) Securities
The following table sets forth the Company's securities at the dates
indicated.
September 30, 2002 June 30, 2002
-------------------- --------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ----- --------- -----
(In Thousands)
Securities available for sale:
U.S. Government & federal
agency obligations $22,160 $22,606 $25,198 $25,517
Mortgage-backed securities 30,247 30,950 28,759 29,112
Other bonds & obligations 8,654 8,690 8,668 8,685
Marketable equity securities 2,699 2,159 2,698 2,586
-------------------------------------------
Total $63,760 $64,405 $65,323 $65,900
===========================================
6) Loans
The following table presents selected data relating to the composition of
the Company's loan portfolio by type of loan on the dates indicated.
September 30, 2002 June 30, 2002
------------------- -------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
Residential mortgage loans $157,857 62.1% $153,915 63.1%
Commercial real estate loans 60,097 23.6% 58,889 24.2%
Commercial loans 18,684 7.3% 16,215 6.7%
Consumer loans 1,013 0.4% 1,004 0.4%
Home equity loans 6,238 2.5% 4,965 2.0%
Construction loans 23,925 9.4% 20,991 8.6%
-----------------------------------------
Total loans 267,814 105.3% 255,979 105.0%
Less:
Deferred loan origination fees 172 0.1% 197 0.1%
Unadvanced principal 11,269 4.4% 9,976 4.1%
Allowance for loan losses 2,136 0.8% 2,063 0.8%
-----------------------------------------
Loans, net $254,237 100.0% $243,743 100.0%
=========================================
8
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
September 30, 2002
7) Allowance for Loan Losses
The following table analyzes activity in the Company's allowance for loan
losses for the periods indicated.
Three Months Ended Three Months Ended
September 30, 2002 September 30, 2001
------------------ ------------------
(Dollars in Thousands)
Average loans, net $247,069 $218,843
==============================
Period-end net loans $254,237 $218,004
==============================
Allowance for loan losses at beginning of period $ 2,063 $ 1,784
Provision for loan losses 75 75
Plus recoveries 3 -
Loans charged-off (5) (2)
------------------------------
Allowance for loan losses at end of period $ 2,136 $ 1,857
==============================
Non-performing loans $ 454 $ 0
==============================
Ratios:
Allowance for loan losses to period-end net loans 0.84% 0.85%
Net charge-offs to average loans, net 0.00% 0.00%
8) Deposits and Borrowed Funds
The following tables set forth the various types of deposit accounts at the
Company and the balances in these accounts as well as the borrowings of the
Company at the dates indicated.
September 30, 2002 June 30, 2002
------------------- -------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
Deposits:
Savings deposits $ 55,264 19.2% $ 52,762 19.7%
NOW accounts 24,226 8.4% 26,971 10.1%
IOLTA accounts 24,370 8.5% 22,397 8.4%
Money market deposits 30,433 10.6% 21,466 8.0%
Demand deposits 23,020 8.0% 19,856 7.4%
Certificates of deposit 130,182 45.3% 123,986 46.4%
-----------------------------------------
Total deposits $287,495 100.0% $267,438 100.0%
=========================================
Borrowed funds:
Advances from Federal Home Loan Bank of Boston:
Maturities less than one year $ 14,600 25.1% $ 11,532 19.8%
Maturities greater than one year 43,526 74.9% 46,603 80.2%
-----------------------------------------
Total borrowed funds $ 58,126 100.0% $ 58,135 100.0%
=========================================
9
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
Item 2 - Management's Discussion and Analysis of Financial Condition
The following discussion compares the financial condition of Mystic
Financial, Inc. ("Mystic" or the "Company") and its wholly owned
subsidiary, Medford Co-operative Bank (the "Bank"), at September 30, 2002
to June 30, 2002, and the results of operations for the three months ended
September 30, 2002, compared to the same period in 2001. This discussion
and analysis should be read in conjunction with the consolidated financial
statements and related notes thereto included within this report.
Forward-looking Statements
The Company and the Bank may from time to time make written or oral
"forward-looking statements." These forward-looking statements may be
contained in this quarterly filing with the Securities and Exchange
Commission (the "SEC"), the Annual Report to Shareholders, other filings
with the SEC, and in other communications by the Company and the Bank,
which are made in good faith pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. The words "may,"
"could," "should," "would," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar expressions are intended to identify forward-
looking statements.
Forward-looking statements include statements with respect to the Company's
beliefs, plans, objectives, goals, expectations, anticipations, estimates
and intentions, that are subject to significant risks and uncertainties.
The following factors, many of which are subject to change based on various
other factors beyond the Company's control, and other factors discussed in
this Form 10-Q, as well as other factors identified in the Company's
filings with the SEC and those presented elsewhere by management from time
to time, could cause its financial performance to differ materially from
the plans, objectives, expectations, estimates and intentions expressed in
such forward-looking statements:
* the strength of the United States economy in general and the
strength of the local economies in which the Company and the Bank
conduct operations;
* the effects of, and changes in, trade, monetary and fiscal policies
and laws, including interest rate policies of the Federal Reserve
Board;
* inflation, interest rate, market and monetary fluctuations;
* the timely development of and acceptance of new products and services
and the perceived overall value of these products and services by
users, including the features, pricing and quality compared to
competitors' products and services;
* the willingness of users to substitute competitors' products and
services for the Company's and the Bank's products and services;
* the Company's and the Bank's success in gaining regulatory approval
of their products and services, when required;
* the impact of changes in financial services' laws and regulations
(including laws concerning taxes, banking, securities and insurance);
10
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
* the impact of technological changes;
* acquisitions;
* changes in consumer spending and saving habits; and
* the Company's and the Bank's success at managing the risks involved
in their business.
This list of important factors is not exclusive. The Company or the Bank
does not undertake to update any forward-looking statement, whether written
or oral, that may be made from time to time by or on behalf of the Company
or the Bank.
General
The Bank completed its conversion from a mutual to a stock institution and
was simultaneously acquired by the Company on January 8, 1998. The
Company's principal business activity consists of the ownership of the
Bank. The Company also invests in short-term investment grade marketable
securities and other liquid investments.
The Bank is a Massachusetts chartered stock co-operative bank founded in
1886 with three full-service offices in Medford, Massachusetts and other
full-service offices in Lexington, Arlington and Bedford, Massachusetts.
The business of the Bank consists of attracting deposits from the general
public and using these funds to originate various types of loans primarily
in eastern Middlesex County, Massachusetts, including mortgage loans
secured by one- to four-family residences, commercial loans secured by
general business assets and commercial real estate loans secured by
commercial property, and to invest in U.S. Government and Federal Agency
and other securities. To a lesser extent, the Bank engages in various
forms of consumer and home equity lending.
The Bank has one active subsidiary, Mystic Securities Corporation, which
was established for the sole purpose of acquiring and holding investment
securities. All securities held by Mystic Securities Corporation are
investments which are permissible for banks to hold under Massachusetts
law.
The Company's profitability depends primarily on its net interest income,
which is the difference between the interest income it earns on its loans
and investment portfolio and its cost of funds, which consists mainly of
interest paid on deposits and on borrowings from the Federal Home Loan Bank
of Boston. Net interest income is affected by the relative amounts of
interest-earning assets and interest-bearing liabilities and the interest
rates earned or paid on these balances. When interest-earning assets
approximate or exceed interest-bearing liabilities, any positive interest
rate spread will generate net interest income.
The level of other income and operating expenses also affects the Company's
profitability. Other income consists primarily of service fees, loan
servicing and other loan fees. Operating expenses consist of salaries and
benefits, occupancy related expenses, and other general operating expenses.
11
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
Average Balances, Interest and Average Yields
The following tables set forth certain information relating to the
Company's average balance sheet and reflect the interest earned on assets
and interest cost of liabilities for the periods indicated and the average
yields earned and rates paid for the periods indicated. Such yields and
costs are derived by dividing income or expense by the average monthly
balances of assets and liabilities, respectively, for the periods
presented. Average balances are derived from daily balances. Loans on
nonaccrual status are included in the average balances of loans shown in
the tables. The securities in the following tables are presented at
amortized cost.
12
MYSTIC FINANCIAL, INC. AND SUBSIDIARY
AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
Three Months Ending September 30, 2002 Three Months Ending September 30, 2001
-------------------------------------- --------------------------------------
Average Interest Yield/ Average Interest Yield/
Balance Income/Expense Rate Balance Income/Expense Rate
------- -------------- ------ ------- -------------- ------
(Dollars in thousands)
INTEREST-EARNING ASSETS:
Total loans, net $247,069 $4,392 7.11% $218,843 $4,285 7.83%
Securities 66,466 760 4.57% 37,797 491 5.20%
Other earning assets 23,292 111 1.91% 23,660 216 3.65%
-------- ------ -------- ------
Total interest-earning assets 336,827 5,263 6.25% 280,300 4,992 7.12%
------ ------
Cash and due from banks 8,396 7,242
Other assets 7,745 6,867
-------- --------
Total assets $352,968 $294,409
======== ========
INTEREST-BEARING LIABILITIES:
Regular and other deposits $ 54,036 276 2.03% $ 44,104 240 2.16%
NOW and IOLTA accounts 36,627 88 0.95% 33,392 95 1.13%
Money market deposits 23,595 145 2.44% 19,643 155 3.13%
Certificates of deposit 129,848 1,301 3.98% 105,994 1,462 5.47%
-------- ------ -------- ------
Total interest-bearing deposits 244,106 1,810 2.94% 203,133 1,952 3.81%
FHLB borrowings 58,132 760 5.19% 44,616 672 5.98%
Subordinated debt 5,000 77 6.03% - - -
-------- ------ -------- ------
Total interest-bearing liabilities 307,238 2,647 3.42% 247,749 2,624 4.20%
------ ------
Demand deposit accounts 19,519 17,636
Other liabilities 2,007 1,515
-------- --------
Total liabilities 328,764 266,900
Stockholders' equity 24,204 27,509
-------- --------
Total liabilities and stockholders' equity $352,968 $294,409
======== ========
Net interest income $2,616 $2,368
====== ======
Interest rate spread 2.83% 2.92%
Net interest margin 3.11% 3.38%
Interest earning assets/interest-bearing
liabilities 1.10x 1.13x
13
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
Rate/Volume Analysis
The following table sets forth certain information regarding changes in
interest income and interest expense of the Company for the periods
indicated. For each category of interest-earning asset and interest-
bearing liability, information is provided on changes attributable to: (i)
changes in volume (changes in volume multiplied by old rate); and (ii)
changes in rates (change in rate multiplied by old volume). Changes in
rate-volume (changes in rate multiplied by the changes in volume) are
allocated between changes in rate and changes in volume.
Three Months Ended September 30,
2002 vs 2001
Increase (decrease)
--------------------------------
Due To
-------------------
Rate Volume Total
---- ------ -----
(In thousands)
Interest and dividend income:
Loans, net $ (267) $ 374 $ 107
Investments (50) 319 269
Other earning assets (102) (3) (105)
------------------------------
Total (419) 690 271
------------------------------
Interest expense:
Savings deposits (13) 49 36
NOW and IOLTA accounts (19) 12 (7)
Money market deposits (111) 101 (10)
Certificates of deposits (907) 746 (161)
------------------------------
Total deposits (1,050) 908 (142)
Borrowed funds (68) 156 88
Subordinated debt - 77 77
------------------------------
Total (1,118) 1,141 23
------------------------------
Change in net interest income $ 699 $ (451) $ 248
==============================
Financial Condition and Results of Operations
Comparison of Financial Condition at September 30, 2002 and June 30, 2002
The Company's total assets amounted to $377.6 million at September 30, 2002
compared to $356.7 million at June 30, 2002, an increase of $20.8 million
or 5.8%. The increase in total assets is principally due to an increase in
cash and cash equivalents and continued loan growth.
Cash and cash equivalents increased to $45.2 million at September 30, 2002
from $34.6 million at June 30, 2002, an increase of $10.6 million or 30.6%.
The increase in cash and cash equivalents was primarily due to an increase
in total deposits. Securities decreased to $64.4 million at September 30,
2002 from $65.9 million at June 30, 2002.
14
Net loans increased by $10.5 million or 4.3% to $254.2 million or 67.3% of
total assets at September 30, 2002 as compared to $243.7 million or 68.3%
of total assets at June 30, 2002 as the Company continued its emphasis on
originating and retaining residential mortgage loans and commercial and
commercial real estate loans.
Total deposits increased by $20.1 million to $287.5 million at September
30, 2002 from $267.4 million at June 30, 2002 reflecting increases in all
deposit categories. Certificates of deposit increased by $6.2 million to
$130.2 million at September 30, 2002 from $124.0 million at June 30, 2002.
Money market accounts increased by $9.0 million to $30.4 million at
September 30, 2002 from $21.5 million at June 30, 2002. Demand deposits
increased by $3.2 million to $23.0 million at September 30, 2002 from $19.9
million at June 30, 2002. Industry consolidation and competitive rates and
products accounted for the increases.
Stockholders' equity increased by $490,000 to $24.4 million at September
30, 2002 from $23.9 million at June 30, 2002 as a result of an increase in
the net unrealized gain on securities available for sale of $22,000, net
income of $438,000, a reduction in unearned RRP stock of $50,000, and a
reduction in unearned ESOP shares of $98,000, offset by dividends paid of
$118,000.
Comparison of the Operating Results for the Three Months Ended September
30, 2002 and 2001
Net Income. Net income was $438,000 for the three months ended September
30, 2002, compared to $416,000 for the three months ended September 30,
2001. Return on average assets was .50% for the three months ended
September 30, 2002, compared to .57% for the three months ended September
30, 2001. Return on average equity was 7.24% for the three months ended
September 30, 2002, compared to 6.05% for the three months ended September
30, 2001.
The increase in income before income taxes for the three months ended
September 30, 2002 compared to the three months ended September 30, 2001
was attributable to an increase in total interest and dividend income of
$271,000 and an increase in other income of $162,000, offset by an increase
in total interest expense of $23,000 and an increase in operating expenses
of $383,000.
Interest and Dividend Income. Total interest and dividend income increased
by $271,000 or 5.4% to $5.3 million for the three months ended September
30, 2002 from $5.0 million for the three months ended September 30, 2001.
The increase in interest income was a result of a higher level of loans and
securities resulting from general asset growth, partially offset by a
decrease in the average yield on interest-earning assets caused by
generally declining interest rates. The average balance of net loans for
the three months ended September 30, 2002 was $247.1 million compared to
$218.8 million for the three months ended September 30, 2001. The average
yield on net loans was 7.11% for the three months ended September 30, 2002
compared to 7.83% for the three months ended September 30, 2001.
15
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
The average balance of securities for the three months ended September 30,
2002 was $66.5 million compared to $37.8 million for the three months ended
September 30, 2001. This increase was due to a higher volume of loan sales
and refinances. The average yield on securities was 4.57% for the three
months ended September 30, 2002 compared to 5.20% for the three months
ended September 30, 2001. The average balance of other earning assets for
the three months ended September 30, 2002 was $23.3 million compared to
$23.7 million for the three months ended September 30, 2001. The average
yield on other earning assets was 1.91% for the three months ended
September 30, 2002 compared to 3.65% for the three months ended September
30, 2001. The average yield on other earning assets declined because of
the short-term repricing intervals of these assets combined with several
decreases in short-term interest rates made by the Federal Reserve Bank.
Interest Expense. Total interest expense increased by $23,000 or 0.9% to
$2,647,000 for the three months ended September 30, 2002 from $2,624,000
for the three months ended September 30, 2001. Average interest-bearing
deposits increased by $41.0 million or 20.2% to $244.1 million for the
three months ended September 30, 2002. Average borrowings increased by
$13.5 million to $58.1 million for the three months ended September 30,
2002 from $44.6 million for the three months ended September 30, 2001. The
average rate on interest-bearing deposits decreased 87 basis points to
2.94% for the three months ended September 30, 2002 from 3.81% for the
three months ended September 30, 2001, while the average rate on borrowed
funds decreased 79 basis points to 5.19% from 5.98% during the same period.
Interest expense on subordinated debt for the three months ended September
30, 2002 was $77,000 as compared to $0 for the three months ended September
30, 2001. Average subordinated debt for the three months ended September
30, 2002 was $5 million with an average rate of 6.03%. The Company did not
have any subordinated debt during the comparable 2001 period.
Net Interest Income. Net interest income for the three months ended
September 30, 2002 was $2.6 million as compared to $2.4 million for the
three months ended September 30, 2001. The $248,000 increase can be
attributed to a combination of the $271,000 increase in interest and
dividend income, offset by the $23,000 increase in interest expense on
deposits, borrowed funds and subordinated debt. The average yield on
interest earning assets decreased 87 basis points to 6.25% for the three
months ended September 30, 2002 from 7.12% for the three months ended
September 30, 2001, while the average cost on interest-bearing liabilities
decreased by 78 basis points to 3.42% for the three months ended September
30, 2002 from 4.20% for the three months ended September 30, 2001. As a
result, the interest rate spread decreased to 2.83% for the three months
ended September 30, 2002 from 2.92% for the three months ended September
30, 2001.
Provision for Loan Losses. The provision for loan losses for the three
months ended September 30, 2002 was $75,000, compared to $75,000 for the
three months ended September 30, 2001. At September 30, 2002, the balance
of the allowance for loan losses was $2.1 million or .84% of net loans. At
September 30, 2001, the balance of the allowance for loan losses was $1.9
million or .85% of net loans.
16
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
Other Income. Other income was $416,000 for the three months ended
September 30, 2002 compared to $254,000 for the three months ended
September 30, 2001. Other income increased $162,000, or 63.8%, which is
primarily the result of a $120,000 increase in gains on the sale of loans
into the secondary market. The increased gains on loan sales reflects
increased originations of fixed-rate residential mortgage loans as
borrowers refinanced these loans in order to take advantage of low interest
rates. The Company sells substantially all of the fixed-rate residential
real estate loans it originates into the secondary market in order to
reduce interest rate risk.
Operating Expenses. Operating expenses increased by $383,000 or 20.6% to
$2.2 million for the three months ended September 30, 2002 from $1.9
million for the three months ended September 30, 2001. Salaries and
employee benefits increased by $268,000, occupancy and equipment expenses
increased by $60,000, data processing expenses increased by $6,000 and
advertising expenses increased by $36,000.
Asset/Liability Management
A principal operating objective of the Company is to produce stable
earnings by achieving a favorable interest rate spread that can be
sustained during fluctuations in prevailing interest rates. Since the
Company's principal interest-earning assets have longer terms to maturity
than its primary source of funds, i.e. deposit liabilities, increases in
general interest rates will generally result in an increase in the
Company's cost of funds before the yield on its asset portfolio adjusts
upward. Banking institutions have generally sought to reduce their
exposure to adverse changes in interest rates by attempting to achieve a
closer match between the periods in which their interest-bearing
liabilities and interest-earning assets can be expected to reprice through
the origination of adjustable-rate mortgages and loans with shorter terms
and the purchase of other shorter term interest-earning assets.
The term "interest rate sensitivity" refers to those assets and
liabilities, which mature and reprice periodically in response to
fluctuations in market rates and yields. Thrift institutions have
historically operated in a mismatched position with interest-sensitive
liabilities exceeding interest-sensitive assets in the short-term time
periods. As noted above, one of the principal goals of the Bank's
asset/liability program is to more closely match the interest rate
sensitivity characteristics of the asset and liability portfolios.
In order to properly manage interest rate risk, the Board of Directors has
established an Asset/Liability Management Committee ("ALCO") made up of
members of management to monitor the difference between the Company's
maturing and repricing assets and liabilities and to develop and implement
strategies to decrease the "negative gap" between the two. The primary
responsibilities of the committee are to assess the Company's
asset/liability mix, recommend strategies to the Board that will enhance
income while managing the Company's vulnerability to changes in interest
rates and report to the Board the results of the strategies used.
17
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
Since the early 1980s, the Bank has stressed the origination of adjustable-
rate residential mortgage loans and adjustable-rate home equity loans.
Historically, the Bank has attempted to sell fixed-rate loans with terms in
excess of 15 years. However, following the conversion, the Bank has
retained a greater portion of its fixed-rate loans. A substantial portion
of the fixed-rate loans retained in portfolio has been funded with
borrowings from the Federal Home Loan Bank of Boston (the "FHLB"). Since
1995, the Bank has also emphasized commercial loans with short-term
maturities or repricing intervals as well as commercial real estate
mortgages with short-term repricing intervals. In addition, the Company
has used borrowings from the FHLB to fund the maturity or repricing
interval of certain commercial real estate mortgages.
Liquidity and Capital Resources
The Company's primary sources of funds consist of deposits, borrowings,
repayment and prepayment of loans, sales and participations of loans,
maturities of securities and interest-bearing deposits, and funds provided
from operations. While scheduled repayments of loans and maturities of
securities are predictable sources of funds, deposit flows and loan
prepayments are greatly influenced by the general level of interest rates,
economic conditions, and competition. The Company uses its liquidity
resources primarily to fund existing and future loan commitments, to fund
net deposit outflows, to invest in other interest-earning assets, to
maintain liquidity, and to meet operating expenses.
The Company is required to maintain adequate levels of liquid assets. This
requirement, which may be varied depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term
borrowings. The Company has historically maintained a level of liquid
assets in excess of regulatory requirements. The Company's liquidity ratio
at September 30, 2002 was 88.7%, using the short-term assets to short-term
liabilities formula defined under the Federal Deposit Insurance
Corporation's Uniform Bank Performance Reports.
A major portion of the Company's liquidity consists of cash and cash
equivalents, short-term U.S. Government and federal agency obligations, and
corporate bonds. The level of these assets is dependent upon the Company's
operating, investing, lending and financing activities during any given
period.
Liquidity management is both a daily and long-term function of management.
If the Company requires funds beyond its ability to generate them
internally, the Company believes it could borrow additional funds from the
FHLB. At September 30, 2002, the Company had outstanding borrowings of
$58.1 million and an available line of credit of $3.5 million from the
FHLB.
18
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2002
At September 30, 2002, the Company had $20 million in outstanding
commitments to originate loans. The Company anticipates that it will have
sufficient funds available to meet its current loan origination
commitments. Certificates of deposit which are scheduled to mature in one
year or less totaled $65.7 million at September 30, 2002. Based upon
historical experience, management believes that a significant portion of
such deposits will remain with the Bank.
At September 30, 2002, the Company and the Bank exceeded all of their
regulatory capital requirements.
19
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
September 30, 2002
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In management's opinion, there has been no material change in market risk
since disclosed in Item 7A of the Company's Annual Report on Form 10-K for
the year ended June 30, 2002.
Item 4. Controls and Procedures
During the 90-day period prior to the filing date of this report,
management, including the Company's President and Chief Executive Officer
and Senior Vice President and Chief Financial Officer, evaluated the
effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based upon, and as of the date of that
evaluation, the President and Chief Executive Officer and Senior Vice
President and Chief Financial Officer concluded that the disclosure
controls and procedures were effective, in all material respects, to ensure
that information required to be disclosed in the reports the Company files
and submits under the Exchange Act is recorded, processed, summarized and
reported as and when required.
There have been no significant changes in the Company's internal controls
or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation. There were
no significant deficiencies or material weaknesses identified in the
evaluation and therefore, no corrective actions were taken.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders (the "Meeting") on
October 23, 2002. All of the proposals submitted to the stockholders were
approved. The proposals submitted to stockholders and the tabulation of
votes for each proposal is as follows:
1. For the election of each of the nominees for director:
Nominee: For Withheld
-------- --- --------
Frederick Dello Russo 1,209,295 4,906
Richard Kazanjian 1,209,355 4,846
John W. Maloney 1,210,363 3,838
There were no broker held non-voted shares represented at the Meeting with
respect to this matter.
2. For the ratification of the appointment of Wolf & Company, P.C. to act
as independent auditors for the Company for the fiscal year ending June
30, 2003.
For: 1,209,528
Against 3,406
Abstained 1,267
20
There were no broker held non-voted shares represented at the Meeting with
respect to this matter.
Item 5. Other Information
The Company's Chief Executive Officer and Chief Financial Officer have
furnished statements relating to the Company's Form 10-Q for the quarter
ended September 30, 2002 pursuant to 18 U.S.C. section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002. These
statements are attached hereto as Exhibit 99.1.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certifications of President and CEO and Senior Vice President
and CFO pursuant to Section 906 of the Sarbanes-Oxley Act.
(b) Reports on Form 8-K
None
21
Mystic Financial, Inc. and Subsidiaries
Part II - Other Information
Signatures
September 30, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MYSTIC FINANCIAL, INC.
(Registrant)
Date: November 14, 2002 By: /s/ Ralph W. Dunham
----------------- -----------------------------------
Ralph W. Dunham
President and Chief Executive
Officer
Date: November 14, 2002 By: /s/ Anthony J. Patti
----------------- -----------------------------------
Anthony J. Patti
Senior Vice President, Chief
Financial Officer and Treasurer
22
CERTIFICATIONS
I, Ralph W. Dunham, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mystic
Financial, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and
(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
23
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Ralph W. Dunham
------------------------------------
Ralph W. Dunham
President and Chief Executive
Officer
24
I, Anthony J. Patti, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mystic
Financial, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period
in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and
(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or
persons performing the equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal controls; and
25
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Anthony J. Patti
------------------------------------
Anthony J. Patti
Senior Vice President and
Chief Financial Officer
26