Back to GetFilings.com
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, 2003
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, 2003, 1,542,706 shares of the registrant's common stock
were outstanding.
MYSTIC FINANCIAL, INC. AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION Page
--------------------- ----
Item 1 Financial Statements: (unaudited)
Consolidated Balance Sheets - September 30, 2003
and June 30, 2003 3
Consolidated Statements of Income - Three Months Ended
September 30, 2003 and 2002 4
Consolidated Statements of Changes in Stockholders' Equity -
Three Months Ended September 30, 2003 and 2002 5
Consolidated Statements of Cash Flows - Three Months
Ended September 30, 2003 and 2002 6
Notes to Unaudited Consolidated Financial Statements -
September 30, 2003 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3 Quantitative and Qualitative Disclosures About
Market Risk 23
Item 4 Controls and Procedures 23
PART II OTHER INFORMATION
-----------------
Item 4 Submission of Matters to a Vote of Security Holders 24
Item 5 Other Information 24
Item 6 Exhibits and Reports on Form 8-K 24
SIGNATURES 26
- ----------
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets
(In Thousands)
September 30, June 30,
2003 2003
------------- --------
(Unaudited)
Assets
Cash and due from banks $ 10,926 $ 11,548
Federal funds sold 6,792 6,734
Short-term investments 1,657 1,518
-------- --------
Total cash and cash equivalents 19,375 19,800
Securities available for sale, at fair value 115,993 117,871
Federal Home Loan Bank stock, at cost 2,960 2,932
Loans, net of allowance for loan losses of
$2,437 and $2,347, respectively 276,364 279,949
Mortgage loans held for sale 13,361 -
Bank premises and equipment, net 3,524 3,049
Real estate held for investment, net 1,522 1,541
Accrued interest receivable 1,815 1,780
Due from Co-operative Central Bank 929 929
Other assets 2,169 1,465
-------- --------
$438,012 $429,316
======== ========
Liabilities and Stockholders' Equity
Deposits $346,773 $343,564
Federal Home Loan Bank borrowings 50,590 41,200
Subordinated debt 12,000 12,000
Mortgagors' escrow accounts 1,027 925
Due to broker - 3,891
Accrued expenses and other liabilities 1,397 1,492
-------- --------
Total liabilities 411,787 403,072
-------- --------
Stockholders' equity
Preferred stock, $.01 par value, 1,000,000
shares authorized; none issued - -
Common stock, $.01 par value, 5,000,000 shares
authorized; 2,723,025 and 2,719,125 issued,
respectively 27 27
Additional paid-in capital 26,485 25,819
Retained earnings 17,019 18,338
Treasury stock, at cost, 1,180,319 shares (16,129) (17,131)
Accumulated other comprehensive income 266 767
Unearned ESOP shares, 87,905 shares and 93,530 shares, respectively (1,214) (1,293)
Unearned RRP stock, 23,127 and 27,297 shares, respectively (229) (283)
-------- --------
Total stockholders' equity 26,225 26,244
-------- --------
$438,012 $429,316
======== ========
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,
2003 2002
------------- -------------
(Unaudited)
Interest and dividend income:
Interest and fees on loans $4,313 $4,392
Interest and dividends on securities 961 760
Other interest 24 111
------ ------
Total interest and dividend income 5,298 5,263
------ ------
Interest expense:
Deposits 1,541 1,810
Federal Home Loan Bank borrowings 573 760
Subordinated Debt 143 77
------ ------
Total interest expense 2,257 2,647
------ ------
Net interest income 3,041 2,616
Provision for loan losses 87 75
------ ------
Net interest income, after provision for
loan losses 2,954 2,541
------ ------
Non-interest income:
Customer service fees 215 259
Gain on sales of securities
available for sale, net 45 -
Gain on sales of loans 63 192
Other 1 9
------ ------
Total other income 324 460
------ ------
Non-interest expense:
Salaries and employee benefits 1,523 1,363
Occupancy and equipment expenses 352 293
Data processing expenses 103 87
Other general and administrative expenses 609 501
------ ------
Total operating expenses 2,587 2,244
------ ------
Income before income taxes 691 757
Provision for income taxes 251 292
------ ------
Net income $ 440 $ 465
====== ======
Earnings per share-basic $ 0.31 $ 0.34
====== ======
Weighted average shares outstanding - basic 1,425 1,385
====== ======
Earnings per share-diluted $ 0.29 $ 0.32
====== ======
Weighted average shares outstanding - diluted 1,503 1,442
====== ======
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, 2003 and 2002
(In Thousands)
(Unaudited)
Accumulated
Additional Other Unearned Unearned Total
Common Paid-In Retained Treasury Comprehensive ESOP RRP Stockholders'
Stock Capital Earnings Stock Income (Loss) Shares Stock Equity
------ ---------- -------- -------- ------------- -------- -------- -------------
Balance at June 30, 2003 $27 $25,819 $18,338 $(17,131) $ 767 $(1,293) $(283) $26,244
-------
Comprehensive income:
Net income - - 440 - - - - 440
Change in net unrealized gain
on securities available for
sale, net of tax effects (501) (501)
-------
Total comprehensive income (61)
Stock dividend - 614 (1,616) 1,002 - - - -
Dividend paid ($0.10 per share) - - (143) - - - - (143)
Stock options exercised
(420 shares) - 7 - - - - - 7
Decrease in unearned ESOP shares - 45 - - - 79 - 124
Decrease in unearned RRP stock - - - - - - 54 54
--- ------- ------- -------- ----- ------- ----- -------
Balance at September 30, 2003 $27 $26,485 $17,019 $(16,129) $ 266 $(1,214) $(229) $26,225
=== ======= ======= ======== ===== ======= ===== =======
Balance at June 30, 2002 $27 $25,699 $17,099 $(17,124) $ 350 $(1,622) $(506) $23,923
-------
Comprehensive income:
Net income - - 465 - - - - 465
Change in net unrealized gain
on securities available for
sale, net of tax effects - - - - 22 - - 22
-------
Total comprehensive income - - - - - - - 487
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 $17,446 $(17,124) $ 372 $(1,538) $(456) $24,440
=== ======= ======= ======== ===== ======= ===== =======
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, September 30,
2003 2002
------------- -------------
(Unaudited)
Cash flows from operating activities:
Net income $ 440 $ 465
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses 87 75
Net amortization (accretion) of securities (36) 86
Amortization of unearned ESOP shares 124 98
Amortization of unearned RRP stock 54 50
Gain on sales of securities available for sale, net (45) -
Gain on sales of loans, net (63) (192)
Depreciation and amortization expense 153 119
Net change in mortgage loans held for sale (13,361) (1,498)
Decrease (increase) in accrued interest receivable (35) 137
(Increase) decrease in other assets (346) 34
Increase (decrease) in accrued expenses and other
liabilities (95) 238
-------- --------
Net cash (used) provided by operating activities (13,123) (196)
-------- --------
Cash flows from investing activities:
Activity in available for sale securities
Sales 7,683 -
Maturities, prepayment and calls 12,326 5,089
Purchases (22,800) (3,612)
Purchase of Federal Home Loan Bank stock (28) -
Proceeds from sale of loans 3,812 3,069
Loans originated, net of payments received (251) (13,638)
Purchases of banking premises and equipment (609) (107)
-------- --------
Net cash used by investing activities 133 (9,199)
-------- --------
Cash flows from financing activities:
Net increase in deposits 3,209 20,057
Net increase (decrease) in borrowings 9,390 (9)
Net increase in mortgagors' escrow accounts 102 70
Dividends paid (143) (118)
Proceeds from exercise of stock options 7 -
-------- --------
Net cash provided by financing activities 12,565 20,000
-------- --------
Net change in cash and cash equivalents (425) 10,605
Cash and cash equivalents at beginning of period 19,800 34,612
-------- --------
Cash and cash equivalents at end of period $ 19,375 $ 45,217
======== ========
Supplemental cash flow information:
Interest paid $ 2,256 $ 2,474
Income taxes paid 55 98
Due to broker - 3,891
6
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
Three Months Ended September 30, 2003 and 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, 2003, 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) Restatements for Stock Dividend
Prior period common share and per share data have been adjusted to reflect
Mystic Financial's 5% common stock dividend declared on July 9, 2003 and
paid on August 15, 2003 to shareholders of record on July 31, 2003.
3) Commitments and Contingencies
At September 30, 2003, the Bank had outstanding commitments to originate
loans amounting to approximately $29.7 million, and unadvanced funds on
construction loans, lines of credit and equity loans amounting to
approximately $24.2 million, $9.8 million and $14.9 million, respectively.
The Bank has sold loans with recourse in the amount of $782,000.
4) 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 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
Three Months Ended September 30, 2003 and 2002
5) Book Value Per Share
Book value per share was $18.31 as of September 30, 2003 and $16.96 as of
September 30, 2002. 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 1,432,094 and 1,441,005 shares of common stock
outstanding as of September 30, 2003 and 2002, respectively, for purposes
of calculating the Company's book value per share.
6) Securities
The following table sets forth the Company's securities at the dates
indicated.
September 30, 2003 June 30, 2003
--------------------- ---------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ----- --------- -----
(In Thousands)
Securities available for sale:
U.S. Government & federal
agency obligations $ 36,448 $ 36,593 $ 41,468 $ 42,002
Mortgage-backed securities 58,550 58,579 58,414 59,016
Other bonds & obligations 17,654 17,754 13,736 13,820
Marketable equity securities 2,956 3,067 3,009 3,033
-------- -------- -------- --------
Total $115,608 $115,993 $116,627 $117,871
======== ======== ======== ========
8
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
Three Months Ended September 30, 2003 and 2002
7) 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, 2003 June 30, 2003
------------------- --------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
Residential mortgage loans $156,416 56.6% $165,454 59.1%
Commercial real estate loans 72,125 26.1% 69,785 24.9%
Commercial loans 21,100 7.7% 20,250 7.2%
Consumer loans 646 0.2% 767 0.3%
Home equity loans 9,426 3.4% 9,385 3.4%
Construction loans 18,993 6.9% 16,557 5.9%
-------- ----- -------- -----
Total loans 278,706 100.9% 282,198 100.8%
Less:
Deferred loan origination fees (95) 0.0% (89) 0.0%
Allowance for loan losses 2,437 0.9% 2,347 0.8%
-------- ----- -------- -----
Loans, net $276,364 100.0% $279,940 100.0%
======== ===== ======== =====
8) 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, 2003 September 30, 2002
------------------ ------------------
(Dollars in Thousands)
Average loans, net $281,616 $247,069
======== ========
Period-end net loans $276,364 $254,237
======== ========
Allowance for loan losses at beginning of period $ 2,347 $ 2,063
Provision for loan losses 87 75
Plus recoveries 5 3
Loans charged-off (2) (5)
-------- --------
Allowance for loan losses at end of period $ 2,437 $ 2,136
======== ========
Non-performing loans $ 2,435 $ 454
======== ========
Ratios:
Allowance for loan losses to period-end net loans 0.88% 0.84%
Net charge-offs to average loans, net 0.00% 0.00%
9
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
Three Months Ended September 30, 2003 and 2002
9) 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, 2003 June 30, 2003
-------------------- -------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
Deposits:
Savings deposits $ 73,023 21.1% $ 69,015 20.1%
NOW accounts 25,179 7.3% 26,342 7.7%
IOLTA accounts 23,749 6.8% 28,659 8.3%
Money market deposits 55,937 16.1% 51,719 15.1%
Demand deposits 27,087 7.8% 25,871 7.5%
Certificates of deposit 141,798 40.9% 141,958 41.3%
-------- ----- -------- -----
Total deposits $346,773 100.0% $343,564 100.0%
======== ===== ======== =====
Borrowed funds:
Advances from Federal Home Loan
Bank of Boston:
Maturities less than one year $ 20,000 39.5% $ 10,600 25.7%
Maturities greater than one year 30,590 60.5% 30,600 74.3%
-------- ----- -------- -----
Total borrowed funds $ 50,590 100.0% $ 41,200 100.0%
======== ===== ======== =====
10) Stock Option Plan
On March 24, 1999, the Company's stockholders approved the 1999 Stock
Option Plan (the "Stock Option Plan"). Under the Stock Option Plan, the
Company may grant options to its directors, officers and employees for up
to 270,223 shares of common stock. Both incentive stock options and non-
qualified stock options may be granted under the Stock Option Plan. The
exercise price of each option equals the market price of the Company's
stock on the date of grant and an option's maximum term is ten years.
Options generally vest over a five year period.
The Company applies APB Opinion 25 and related Interpretations in
accounting for the Stock Option Plan. Accordingly, no compensation cost has
been recognized. Had compensation cost for the Company's Stock Option Plan
been determined based on the fair value at the grant dates for awards under
the plan consistent with the method prescribed by SFAS No. 123, the
Company's net income and earnings per share would have been adjusted to the
pro forma amounts indicated below:
10
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
Three Months Ended September 30, 2003 and 2002
Three Months Ended
----------------------------------------
September 30, 2003 September 30, 2002
------------------ ------------------
(In thousands, except per share data)
Net income
As reported $ 440 $ 465
Pro forma $ 426 $ 452
Basic earnings per share
As reported $0.31 $0.34
Pro forma $0.30 $0.33
Diluted earnings per share
As reported $0.29 $0.32
Pro forma $0.28 $0.31
11
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
Item 2 - Management's Discussion and Analysis of Financial Condition
The following discussion compares the consolidated financial condition of
the Company at September 30, 2003 to June 30, 2003, and the results of
operations for the three months ended September 30, 2003, compared to the
same period in 2002. 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);
12
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 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 four
other full-service offices located in Lexington, Arlington, Bedford and
Malden, 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.
13
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 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.
14
MYSTIC FINANCIAL, INC. AND SUBSIDIARY
AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Three Months Ending September 30, 2003 Three Months Ending September 30, 2002
-------------------------------------- --------------------------------------
Average Interest Yield/ Average Interest Yield/
Balance Income/Expense Rate Balance Income/Expense Rate
------- -------------- ------ ------- -------------- ------
(Dollars in thousands)
INTEREST-EARNING ASSETS:
Total loans, net $281,765 $4,313 6.12% $247,069 $4,392 7.11%
Securities 117,898 961 3.26% 66,466 760 4.57%
Other earning assets 8,323 24 1.15% 23,292 111 1.91%
-------- ------ -------- ------
Total interest-earning assets 407,986 5,298 5.19% 336,827 5,263 6.25%
------ ------
Cash and due from banks 9,559 8,396
Other assets 7,980 7,745
-------- --------
Total assets $425,525 $352,968
======== ========
INTEREST-BEARING LIABILITIES:
Regular and other deposits $ 71,898 136 0.75% $ 54,036 276 2.03%
NOW and IOLTA accounts 43,513 15 0.14% 36,627 88 0.95%
Money market deposits 55,149 217 1.56% 23,595 145 2.44%
Certificates of deposit 139,877 1,173 3.33% 129,848 1,301 3.98%
-------- ------ -------- ------
Total interest-bearing deposits 310,437 1,541 1.97% 244,106 1,810 2.94%
FHLB borrowings 47,942 573 4.74% 58,132 760 5.19%
Subordinated debt 12,000 143 4.66% 5,000 77 6.03%
-------- ------ -------- ------
Total interest-bearing liabilities 370,379 2,257 2.42% 307,238 2,647 3.42%
------ ------
Demand deposit accounts 27,369 19,519
Other liabilities 2,226 2,007
-------- --------
Total liabilities 399,974 328,764
Stockholders' equity 25,551 24,204
-------- --------
Total liabilities and stockholders' equity $425,525 $352,968
======== ========
Net interest income $3,041 $2,616
====== ======
Interest rate spread 2.78% 2.83%
Net interest margin 2.98% 3.11%
Interest earning assets/interest-bearing
liabilities 1.10 1.10
15
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 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,
2003 vs 2002
Increase (decrease)
--------------------------------
Due To
--------------------------------
Rate Volume Total
---- ------ -----
(In thousands)
Interest and dividend income:
Loans, net $(650) $ 571 $ (79)
Investments (264) 465 201
Other earning assets (33) (54) (87)
----- ----- -----
Total (947) 982 35
----- ----- -----
Interest expense:
Savings deposits (211) 71 (140)
NOW and IOLTA accounts (87) 14 (73)
Money market deposits (67) 139 72
Certificates of deposits (224) 96 (128)
----- ----- -----
Total deposits (589) 320 (269)
Borrowed funds (61) (126) (187)
Subordinated debt (20) 86 66
----- ----- -----
Total (670) 280 (390)
----- ----- -----
Change in net interest income $(277) $ 702 $ 425
===== ===== =====
Financial Condition and Results of Operations
Comparison of Financial Condition at September 30, 2003 and June 30, 2003
The Company's total assets amounted to $438.0 million at September 30, 2003
compared to $429.3 million at June 30, 2003, an increase of $8.7 million or
2.0%. This increase in total assets is primarily a result of increased loan
originations and continued loan growth funded by deposit growth, short-term
borrowings and proceeds from loan sales.
Cash and cash equivalents decreased to $19.4 million at September 30, 2003
from $19.8 million at June 30, 2003, a decrease of $425,000 or 2.2%.
Securities available for sale decreased to $116.0 million at September 30,
2003 from $117.9 million at June 30, 2003.
16
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
Net loans decreased by $3.6 million or 1.3% to $276.4 million or 63.1% of
total assets at September 30, 2003 as compared to $279.9 million or 65.2%
of total assets at June 30, 2003. During the three months ended September
30, 2003, the Company originated $25.8 million in loans, had pay-offs of
$32.6 million, had normal amortization of $1.5 million, and sold $3.7
million of loans into the secondary market. At September 30, 2003, the
Company also had committed to sell an additional $13.4 million of loans
into the secondary market. These loans are categorized as mortgage loans
held for sale on the Company's accompanying balance sheet.
Residential mortgage loans decreased by $9.0 million or 5.5% to $156.4
million at September 30, 2003 from $165.5 million at June 30, 2003. With
interest rates remaining near historically low levels, many customers
sought fixed rate loans. As the Company originates fixed rate residential
mortgage loans, it sells much of this product into the secondary market,
retaining the servicing. Selling fixed rate residential mortgage loans into
the secondary market helps protect the Company against interest rate risk
and provides the Company with fee income. The proceeds from the sale of
loans are then available to lend back into the Company's market area and to
purchase investment securities. At September 30, 2003, the Company had
$34.4 million in its servicing portfolio. The Company expects to continue
to sell fixed rate residential mortgage loans into the secondary market in
order to manage interest rate risk.
Commercial real estate, construction and commercial loans, net of
unadvanced funds, increased by $5.6 million or 5.3% to $112.2 million at
September 30, 2003 from $106.6 million at June 30, 2003. The Company
continued its emphasis on originating commercial real estate, construction
and commercial loans.
The Company's deposits increased to $346.8 million at September 30, 2003
from $343.6 million at June 30, 2003, an increase of $3.2 million or 0.9%.
Savings accounts increased by $4.0 million or 5.8% to $73.0 million at
September 30, 2003 from $69.0 million at June 30, 2003. Money market
accounts increased by $4.2 million or 8.2% to $55.9 million at September
30, 2003 from $51.7 million at June 30, 2003. Demand deposit accounts
increased by $1.2 million or 4.7% to $27.1 million at September 30, 2003
from $25.9 million at June 30, 2003. NOW accounts decreased by $1.2 million
or 4.4% to $25.2 million at September 30, 2003 from $26.3 million at June
30, 2003. IOLTA accounts decreased by $4.9 million or 17.1% to $23.7
million at September 30, 2003 from $28.7 million at June 30, 2003.
Certificates of deposit decreased by $160,000 or 0.1% to $141.8 million at
September 30,2003 from $142.0 million at June 30, 2003. Deposits are the
primary source of funds for investment and lending activities. Deposit
flows vary significantly and are influenced by prevailing interest rates,
market conditions and competition.
Borrowings increased by $9.4 million to $50.6 million at September 30, 2003
from $41.2 million at June 30, 2003. The increase consisted of short-term
borrowings to fund loan and investment growth.
17
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
Comparison of the Operating Results for the Three Months Ended September
30, 2003 and 2002
Net Income. Net income was $440,000 for the three months ended September
30, 2003, compared to $465,000 for the three months ended September 30,
2002. Return on average assets was 0.41% for the three months ended
September 30, 2003, compared to 0.53% for the three months ended September
30, 2002. Return on average equity was 6.88% for the three months ended
September 30, 2003, compared to 7.68% for the three months ended September
30, 2002.
The decrease in income before income taxes for the three months ended
September 30, 2003 compared to the three months ended September 30, 2002
was attributable to an increase in total interest and dividend income of
$35,000 and a decrease in total interest expense of $390,000, offset by a
decrease in non-interest income of $136,000 and an increase in non-interest
expense of $343,000.
Interest and Dividend Income. Total interest and dividend income increased
by $35,000 or .7% to $5.3 million for the three months ended September 30,
2003 from $5.3 million for the three months ended September 30, 2002. 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, 2003 was $281.8 million compared to
$247.0 million for the three months ended September 30, 2002. The average
yield on net loans was 6.12% for the three months ended September 30, 2003
compared to 7.11% for the three months ended September 30, 2002.
The average balance of securities for the three months ended September 30,
2003 was $117.9 million compared to $66.5 million for the three months
ended September 30, 2002. The average yield on securities was 3.26% for the
three months ended September 30, 2003 compared to 4.57% for the three
months ended September 30, 2002. The average balance of other earning
assets for the three months ended September 30, 2003 was $8.3 million
compared to $23.3 million for the three months ended September 30, 2002.
The average yield on other earning assets was 1.15% for the three months
ended September 30, 2003 compared to 1.91% for the three months ended
September 30, 2002. 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 decreased by $390,000 or 14.7% to
$2.3 million for the three months ended September 30, 2003 from $2.6
million for the three months ended September 30, 2002. Average interest-
bearing deposits increased by $66.3 million or 27.2% to $310.4 million for
the three months ended September 30, 2003. Average borrowings decreased by
$10.2 million to $47.9 million for the three months ended September 30,
2003 from $58.1 million for the three months ended September 30, 2002. The
average rate on interest-bearing deposits decreased 97 basis
18
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
points to 1.97% for the three months ended September 30, 2003 from 2.94%
for the three months ended September 30, 2002, while the average rate on
borrowed funds decreased 45 basis points to 4.74% from 5.19% during the
same period. The decline in interest expense resulted from continued growth
in lower-rate core deposits while higher rate term deposits declined, and
from lower interest rates in the economy, in general. Interest expense on
subordinated debt for the three months ended September 30, 2003 was
$143,000 as compared to $77,000 for the three months ended September 30,
2002. Average subordinated debt for the three months ended September 30,
2003 was $12 million with an average rate of 4.70% as compared to $5
million with an average rate of 6.03% for the three months ended September
30, 2002.
Net Interest Income. Net interest income for the three months ended
September 30, 2003 was $3.0 million as compared to $2.6 million for the
three months ended September 30, 2002. The $425,000 increase can be
attributed to a combination of the $35,000 increase in interest and
dividend income, and a $390,000 decrease in interest expense on deposits,
borrowed funds and subordinated debt. The average yield on interest earning
assets decreased 106 basis points to 5.19% for the three months ended
September 30, 2003 from 6.25% for the three months ended September 30,
2002, while the average cost on interest-bearing liabilities decreased by
100 basis points to 2.42% for the three months ended September 30, 2003
from 3.42% for the three months ended September 30, 2002. As a result, the
interest rate spread decreased to 2.78% for the three months ended
September 30, 2003 from 2.83% for the three months ended September 30,
2002. The decline in the yield on interest earning assets and the cost of
funds was primarily due to lower interest rates in the economy.
Provision for Loan Losses. The provision for loan losses for the three
months ended September 30, 2003 was $87,000, compared to $75,000 for the
three months ended September 30, 2002. At September 30, 2003, the balance
of the allowance for loan losses was $2.4 million or .88% of net loans. At
September 30, 2002, the balance of the allowance for loan losses was $2.3
million or .84% of net loans. Provisions result from management's
continuing review of the loan portfolio as well as its judgment as to the
adequacy of the reserves in light of the condition of the economy and the
real estate market.
Non-performing loans at September 30, 2003 totaled $2.4 million as compared
to $454,000 at September 30, 2002. The increase is primarily due to a $1.5
million residential mortgage loan that became 90 days delinquent at
September 30, 2003. Management believes that the value of the property
exceeds that of the loan balance.
Non-interest Income. Non-interest income decreased by $136,000 or 29.6% to
$324,000 for the three months ended September 30, 2003 as compared to
$460,000 for the three months ended September 30, 2002. The decrease in
non-interest income reflects a decrease in net gains on sale of loans and
other income, partially offset by an increase in gains on the sale of
securities. Gain on sales of loans decreased by $129,000 to $63,000 for the
three months ended September 30, 2003 from $192,000 for the three months
ended September 30, 2002. The Company sold only $3.7
19
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
million loans during the quarter ended September 30, 2003 compared to $6.1
million for the comparable period in 2002. However, at September 30, 2003,
the Company had committed to sell an additional $13.4 million in loans and
will recognize gain on the sale of such loans in the quarter ending
December 31, 2003.
Fee income decreased by $44,000 to $215,000 for the three months ended
September 30, 2003 compared to $259,000 for the three months ended
September 30, 2002. This decrease reflects a $35,000 increase in the
amortization of mortgage servicing rights. If the Company continues to sell
loans into the secondary market, as it currently intends to do, the
Company's servicing portfolio will continue to grow and additional
amortization expense will result. For the three months ended September 30,
2003, gain on sale of securities available for sale totaled $45,000 as
compared to $0 for the three months ended September 30, 2002.
Non-interest Expense. Non-interest expense increased by $343,000 or 15.3%
to $2.6 million for the three months ended September 30, 2003 as compared
to $2.2 million for the three months ended September 30, 2002. This
increase was caused predominantly by higher personnel costs, as well as,
occupancy costs, data processing costs and marketing costs associated with
the asset growth of the Bank and the branch office that opened in Malden,
MA in September 2003.
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
20
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
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.
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, 2003 was 40.6%, 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, 2003, the Company had outstanding borrowings of
$50.6 million and an available line of credit of $3.5 million from the
FHLB.
21
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended September 30, 2003 and 2002
At September 30, 2003, the Company had $29.7 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 $100.9 million at September 30, 2003. Based upon
historical experience, management believes that a significant portion of
such deposits will remain with the Bank.
At September 30, 2003, the Company and the Bank exceeded all of their
regulatory capital requirements.
22
Mystic Financial, Inc. and Subsidiaries
Part I - Financial Information
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
September 30, 2003
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, 2003.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and chief financial officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures (as
defined in Sections 13a-14(c) and 15d-14(c) of the Securities Exchange Act
of 1934, as amended), as of the end of the period covered by this quarterly
report, (the "Evaluation Date") have concluded that as of the Evaluation
Date, the Company's disclosure controls and procedures were adequate and
are designed to ensure that material information relating to the Company
would be made known to such officers by others within the Company on a
timely basis.
(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly
affect these controls subsequent to the Evaluation Date.
(c) Changes in internal control over financial reporting. There were no
significant changes in the Company's internal control over financial
reporting that occurred during the most recent fiscal quarter that has
materially affected or is reasonably likely to materially affect, the
Company's internal control over the financial reporting.
23
Mystic Financial, Inc. and Subsidiaries
Part II - Other Information
September 30, 2003
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 22, 2003. 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
-------- --- --------
Ralph W. Dunham 1,200,216 4,112
John J. McGlynn 1,196,243 8,085
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, 2004.
For: 1,193,214
Against 6,054
Abstained 5,059
There were no broker held non-voted shares represented at the Meeting with
respect to this matter.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Rule 13a-14(a) Certification of President and Chief Executive
Officer, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
31.2 Rule 13a-14(a) Certification of Senior Vice President and
Treasurer, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
32.1 Certification of President and Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Senior Vice President and Treasurer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
24
Mystic Financial, Inc. and Subsidiaries
Part II - Other Information
September 30, 2003
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K with the SEC, dated July 9,
2003, (a) reporting the Company's earnings for the quarter and year ended
June 30, 2003 under Item 12 and (b) reporting under Item 5 the declaration of
a 5% stock dividend with respect to shares of the Company's common stock to
shareholders of record as of July 31, 2003.
The Company furnished a Current Report on Form 8-K, dated September 3, 2003,
reporting under Item 12 that the Company had adjusted its quarterly net income
for the quarters ended September 30, 2002, December 31, 2002, March 31, 2003
and June 30, 2003 to reflect the capitalization of the value of mortgage
servicing rights.
25
Mystic Financial, Inc. and Subsidiaries
Part II - Other Information
Signatures
September 30, 2003
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.
MYSTIC FINANCIAL, INC.
(Registrant)
Date: November 14, 2003 By: /s/ Ralph W. Dunham
----------------- -------------------------------
Ralph W. Dunham
President and Chief Executive
Officer
Date: November 14, 2003 By: /s/ Anthony J. Patti
----------------- -------------------------------
Anthony J. Patti
Senior Vice President, Chief
Financial Officer and Treasurer
26