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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2003
Commission File No. 000-25381
CCBT FINANCIAL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 04-3437708
(State of Incorporation) (I.R.S. Employer
Identification No.)
495 Station Avenue, South Yarmouth, Massachusetts 02664
(Address of principal executive office) (Zip Code)
(Registrant's telephone number, incl. area code): 508-394-1300
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. |X| Yes |_| No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
|X| Yes |_| No
There were 8,446,998 shares of the issuer's common stock outstanding as of
May 13, 2003.
TABLE OF CONTENTS
Section Description Page No.
- ------- ----------- --------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at March 31, 2003 and
December 31, 2002 3
Consolidated Statements of Operations for the
Three Months Ended March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2003 and 2002 5
Consolidated Statements of Comprehensive Income for the
Three Months Ended March 31, 2003 and 2002 6
Consolidated Statements of Changes in Stockholders' Equity
for the Three Months Ended March 31, 2003 and 2002 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-16
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 16
Item 3. Defaults upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
CERTIFICATIONS 19-20
2
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2003 2002
----------- -----------
(Unaudited)
ASSETS (In thousands)
Cash and due from banks $ 62,022 $ 60,057
Short term interest-bearing deposits 865 741
Securities available for sale, at fair value 420,130 510,837
Federal Home Loan Bank stock, at cost 23,503 23,503
Federal Reserve Bank stock, at cost 1,235 1,235
Loans held for sale 7,184 37,332
Total loans 775,240 801,402
Less: Allowance for loan losses (12,596) (12,384)
----------- -----------
Net loans 762,644 789,018
----------- -----------
Premises and equipment 20,684 20,602
Deferred tax asset, net 6,422 5,572
Accrued interest receivable on securities and loans 5,401 5,982
Intangible assets 6,008 6,314
Foreclosed real estate 1,500 1,500
Other assets 13,534 19,190
----------- -----------
Total assets $ 1,331,132 $ 1,481,883
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 946,490 $ 942,220
Federal Home Loan Bank borrowings - short-term 91,595 205,700
Other short-term borrowings 49,154 21,391
Federal Home Loan Bank borrowings - long-term 113,233 165,750
Subordinated debt 5,000 5,000
Accrued interest payable on deposits and borrowings 1,209 1,501
Post retirement benefits payable 3,834 3,710
Employee profit sharing retirement and bonuses payable 867 3,017
Due to broker for securities settlement 31 11,627
Other liabilities 7,555 3,286
----------- -----------
Total liabilities 1,218,968 1,363,202
----------- -----------
Minority interest 253 234
----------- -----------
Commitments and contingencies
Stockholders' equity
Common stock, $1.00 par value: 12,000,000 shares authorized;
9,061,064 shares issued 9,061 9,061
Surplus 27,488 27,484
Undivided profits 87,929 91,042
Treasury stock, at cost (560,366 shares -2003;
470,266 shares -2002) (10,277) (8,122)
Accumulated other comprehensive loss (2,290) (1,018)
----------- -----------
Total stockholders' equity 111,911 118,447
----------- -----------
Total liabilities and stockholders' equity $ 1,331,132 $ 1,481,883
=========== ===========
The accompanying notes are an integral part of these unaudited,
consolidated financial statements.
3
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31,
2003 2002
-------- --------
(Unaudited)
INTEREST AND DIVIDEND INCOME (In thousands)
Interest and fees on loans $ 11,918 $ 14,155
Interest on short term interest-bearing deposits 31 79
Taxable interest income on securities 3,740 4,540
Tax-exempt interest income on securities 157 185
Dividends on securities 206 238
-------- --------
Total interest and dividend income 16,052 19,197
-------- --------
INTEREST EXPENSE
Interest on deposits 2,136 3,338
Interest on Federal Home Loan Bank borrowings 3,006 3,717
Interest on other short-term borrowings 28 59
Interest on subordinated debt 67 72
-------- --------
Total interest expense 5,237 7,186
-------- --------
Net interest income 10,815 12,011
Provision for loan losses -- --
-------- --------
Net interest income after provision for loan losses 10,815 12,011
-------- --------
NON-INTEREST INCOME
Financial advisor fees 1,919 1,720
Deposit account service charges 583 559
Branch banking fees 721 747
Electronic banking fees 824 573
Loan servicing and other loan fees (151) (54)
Brokerage fees and commissions 409 362
Net gain on securities -- 1,679
Net gain on sales of loans 1,508 576
Insurance commissions 703 426
Other income 169 120
-------- --------
Total non-interest income 6,685 6,708
-------- --------
NON-INTEREST EXPENSE
Salaries 4,190 4,083
Employee benefits 2,012 2,055
Building and equipment 1,507 1,464
Data processing 669 645
Accounting and legal fees 326 225
Other outside services 508 553
Amortization of intangibles 306 324
Delivery and communications 484 577
Marketing and advertising 421 310
All other expenses 1,780 938
-------- --------
Total non-interest expense 12,203 11,174
-------- --------
Minority Interest 18 (4)
-------- --------
Income before income taxes 5,279 7,549
Provision for income taxes 6,760 2,502
-------- --------
Net (loss) income $ (1,481) $ 5,047
======== ========
Basic (loss) earnings per share $ (0.17) $ 0.59
Diluted (loss) earnings per share (0.17) 0.58
Average shares outstanding - basic 8,563 8,622
Average shares outstanding - diluted 8,584 8,657
Cash dividends declared per share $ 0.19 $ 0.19
The accompanying notes are an integral part of these unaudited,
consolidated financial statements.
4
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
2003 2002
--------- ---------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES (In thousands)
Net (loss) income $ (1,481) $ 5,047
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization of fixed and intangible assets 1,022 1,047
Net amortization of securities 4,330 4,273
Amortization of net deferred loan costs 85 341
Net gain on securities -- (1,679)
Net gain on sale of loans (1,508) (576)
Net change in:
Loans held for sale, net 31,656 3,867
Accrued interest receivable 581 (471)
Accrued expenses and other liabilities 1,951 (4,213)
Other, net 5,675 5,124
--------- ---------
Net cash provided by operating activities 42,311 12,760
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in loans 26,289 2,584
Maturities of available-for-sale securities 204,947 182,255
Purchases of available-for-sale securities (132,288) (134,149)
Sales of available-for-sale securities -- 25,062
Purchases of premises and equipment, net (798) (1,021)
--------- ---------
Net cash provided by investing activities 98,150 74,731
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 4,270 4,692
Federal Home Loan Bank borrowings 669,200 367,393
Repayments of Federal Home Loan Bank borrowings (835,822) (424,463)
Net increase (decrease) in other short-term borrowings 27,763 (12,639)
Purchase of treasury stock (2,245) --
Issuance of common stock under stock option plan 94 120
Cash dividends paid on common stock (1,632) (1,638)
--------- ---------
Net cash used by financing activities (138,372) (66,535)
--------- ---------
Net increase in cash and cash equivalents 2,089 20,956
Cash and cash equivalents at beginning of period 60,798 62,062
--------- ---------
Cash and cash equivalents at end of period $ 62,887 $ 83,018
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 5,526 $ 7,729
Income taxes 2,407 767
Non-cash transactions:
Net change in due to/from broker for securities settlement $ 11,596 $ 27,452
The accompanying notes are an integral part of these unaudited,
consolidated financial statements.
5
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31,
2003 2002
------- -------
(Unaudited)
(In thousands)
Net (loss) income $(1,481) $ 5,047
------- -------
Unrealized holding losses on securities available for sale (2,122) (941)
Reclassification of gains on securities realized in income -- (1,679)
------- -------
Net unrealized losses (2,122) (2,620)
Related tax effect 850 1,113
------- -------
Net other comprehensive loss (1,272) (1,507)
------- -------
Comprehensive (loss) income $(2,753) $ 3,540
======= =======
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31,
2003 2002
--------- ---------
(Unaudited)
(In thousands)
COMMON STOCK
Balance, beginning and end of period $ 9,061 $ 9,061
--------- ---------
SURPLUS
Balance, beginning of period 27,484 27,473
Issuance of common stock under stock option plan 4 --
--------- ---------
Balance, end of period 27,488 27,473
--------- ---------
UNDIVIDED PROFITS
Balance, beginning of period 91,042 83,157
Net (loss) income (1,481) 5,047
Cash dividends declared and paid (1,632) (1,638)
--------- ---------
Balance, end of period 87,929 86,566
--------- ---------
TREASURY STOCK
Balance, beginning of period (8,122) (7,197)
Purchase of treasury stock (95,600 shares) (2,245) --
Issuance of common stock under stock option plan
(5,500 and 7,375 shares, respectively) 90 120
--------- ---------
Balance, end of period (10,277) (7,077)
--------- ---------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance, beginning of period (1,018) 2,822
Net other comprehensive (loss) (1,272) (1,507)
--------- ---------
Balance, end of period (2,290) 1,315
--------- ---------
TOTAL STOCKHOLDERS' EQUITY, END OF PERIOD $ 111,911 $ 117,338
========= =========
The accompanying notes are an integral part of these unaudited,
consolidated financial statements.
6
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)
CCBT FINANCIAL COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended March 31, 2003 and 2002 (Unaudited)
1. Business
CCBT Financial Companies, Inc. ("Company") was incorporated under the laws
of the Commonwealth of Massachusetts on October 8, 1998 and is the bank holding
company for Cape Cod Bank and Trust Company (the "Bank"), a national bank.
Currently, the Company's business activities are conducted primarily through the
Bank.
2. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete
financial statements. Certain amounts have been reclassified in the March 31,
2002 financial statements to conform to the 2003 presentation. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 2003 are not necessarily indicative of the results
that may be expected for the current fiscal year. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2002.
3. Retroactive Change in Massachusetts Tax Law
The Company accrued a liability in the first quarter of 2003 of
approximately $5.1 million, representing an estimate of the additional state tax
liability, including interest (net of any federal and state tax deductions
associated with such taxes and interest), relating to the deduction for
dividends received from a real estate investment trust subsidiary (a "REIT") for
the 1999 through 2001 fiscal years, and the previously anticipated deduction for
fiscal 2002, thus reducing earnings by $5.1 million in the first quarter of
2003. The accrued liability is the result of new legislation signed March 5,
2003 by the Governor of Massachusetts that amends Massachusetts law to expressly
disallow the deduction for dividends received from a REIT. This amendment
applies retroactively to tax years ending on or after December 31, 1999. As a
result of the enactment of this legislation, the Company has ceased recording
the tax benefits associated with the dividends received deduction effective for
the 2003 tax year and accrued the liability described above.
CCBT Preferred Corp. ("CCBT Preferred") is a REIT formed by the Bank in
the second quarter of 1999. Since that time and prior to the enactment of the
new legislation discussed above, the Bank has taken a tax deduction under a
Massachusetts statute that provides for a dividends received deduction equal to
95% of certain dividend distributions made by CCBT Preferred to the Bank. As
previously announced, the Bank received notices of assessment from The
Commonwealth of Massachusetts Department of Revenue ("DOR") for tax years ended
December 31, 1999, 2000 and 2001 based on the DOR's contention that dividend
distributions by CCBT Preferred to the Bank are fully taxable in Massachusetts.
The Company is aware that the DOR has also sent similar notices to numerous
other financial institutions in Massachusetts that reported a deduction for
dividends received from a REIT on their Massachusetts financial institution
excise tax returns.
The Company believes that this legislation will be challenged, especially
the retroactive provisions, on constitutional and other grounds. The Company
would support such a challenge and otherwise intends to defend vigorously its
position.
4. Stock Compensation Plans
At March 31, 2003, the Company has two stock-based employee compensation
plans, which are described more fully in Note 6 of the Company's annual report
on Form 10-K for the year ended December 31, 2002. The Company accounts for its
stock option plans under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price equal to
the fair value of the underlying common stock on the date of grant.
7
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (continued)
Had the Company applied SFAS No. 123, "Accounting for Stock -Based
Compensation", for the quarter ended March 31, 2003, the additional net
after-tax expense of $64,000 would have resulted in pro-forma basic and diluted
loss per share to be reported as ($.18) as compared to ($.17) per share. For the
quarter ended March 31, 2002, the additional net after-tax expense of $52,000
would have resulted in pro-forma basic earnings per share to be reported as $.58
as compared to the $.59 per share reported, while diluted earnings per share
would have remained unchanged at $.58 per share.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
This Form 10Q contains certain statements that may be considered
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The Company's actual results could differ materially from those
projected in the forward-looking statements as a result, among other factors, of
changes in general, national or regional economic conditions, changes in loan
default and charge-off rates, reductions in deposit levels necessitating
increased borrowing to fund loans and investments, changes in interest rates,
changes in the size and nature of the Company's competition, and changes in the
assumptions used in making such forward-looking statements.
The following discussion should be read in conjunction with the
accompanying consolidated financial statements and selected consolidated
financial data included within this report. Given that the Company's principal
activity currently is ownership of the Bank, for ease of reference, the term
"Company" in this item generally will refer to the investments and activities of
the Company and the Bank except where otherwise noted.
CCBT Financial Companies, Inc. is a bank holding company. Its main
operating subsidiary, Cape Cod Bank and Trust Company, N.A. is the largest
commercial bank headquartered in Barnstable County, Massachusetts. It offers a
wide range of banking and financial services for individuals, businesses,
non-profit organizations, governmental units and fiduciaries. The Bank receives
substantially all of its deposits from, and makes substantially all of its loans
to, individuals and businesses on Cape Cod, although the Bank has some loans on
properties outside its market area, including some sizable participations in
commercial mortgages. The Bank's core market is comprised of retail and
wholesale businesses; primary households (including a significant retirement
population); and a growing number of second homeowners. In addition, a
substantial non-core vacation population causes seasonal deposit growth.
(The remainder of this page intentionally left blank.)
8
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
Net Interest Income, Net Interest Margin
Quarters Ended March 31,
-------------------------------------------------------------
2003 2002
----------------------------- -----------------------------
Average Average Average Average
Balance Interest Yield Balance Interest Yield
----------------------------- -----------------------------
(Dollars in thousands)
ASSETS
Securities:
Mortgage-backed securities $ 7,203 $ 85 4.71% $ 17,672 $ 234 5.30%
CMOs 159,466 298 0.75% 158,828 2,007 5.06%
U.S. Government agencies 24,464 202 3.30% 17,607 200 4.53%
State and municipal obligations 23,579 157 2.66% 23,499 185 4.09%
Other securities 290,860 3,392 4.73% 247,217 2,416 3.96%
---------- ------- ---------- -------
Total securities 505,572 4,134 3.31% 464,823 5,042 4.42%
---------- ------- ---------- -------
Loans:
Commercial 83,404 1,061 5.09% 85,779 1,233 5.75%
Commercial construction 57,483 661 4.60% 53,122 693 5.22%
Residential construction 35,935 472 5.25% 43,986 599 5.44%
Commercial mortgages 284,334 4,928 6.93% 264,530 5,055 7.64%
Industrial revenue bonds 916 13 5.64% 1,135 16 7.90%
Residential mortgages 268,490 3,860 5.75% 371,009 5,693 6.14%
Home equity 68,018 784 4.68% 54,880 683 5.04%
Consumer 5,555 139 10.23% 7,016 183 11.42%
---------- ------- ---------- -------
Total loans 804,135 11,918 5.93% 881,457 14,155 6.43%
---------- ------- ---------- -------
Total earning assets 1,309,707 16,052 4.93% 1,346,280 19,197 5.74%
---------- ------- ---------- -------
Non-earning assets 65,881 69,857
---------- ----------
Total assets $1,375,587 $1,416,137
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing deposits:
NOW accounts 166,549 97 0.24% $ 146,518 168 0.47%
Regular savings 90,851 150 0.67% 75,736 213 1.14%
Money Market accounts 290,393 800 1.12% 271,633 1,215 1.81%
Certificates of Deposit of
$100,000 or more 37,443 261 2.83% 48,335 390 3.28%
Other time deposits 119,959 828 2.80% 146,247 1,351 3.75%
---------- ------- ---------- -------
Total interest bearing deposits 705,195 2,136 1.23% 688,469 3,337 1.97%
---------- ------- ---------- -------
Borrowings:
Federal Home Loan Bank 310,178 3,006 3.93% 370,915 3,718 4.07%
Other short-term borrowings 17,760 28 0.65% 26,781 59 0.89%
Subordinated debt 5,000 67 5.40% 5,000 72 5.84%
---------- ------- ---------- -------
Total borrowings 332,938 3,101 3.78% 402,696 3,849 3.88%
---------- ------- ---------- -------
Total interest-bearing liabilities 1,038,133 5,237 2.05% 1,091,165 7,186 2.67%
------- -------
Demand deposits 216,984 199,400
Non-interest bearing liabilities 3,752 10,471
Stockholders' equity 116,718 115,101
---------- ----------
Total liabilities and equity $1,375,587 $1,416,137
========== ==========
Net interest income/spread $10,815 2.88% $12,011 3.07%
======= =======
Net interest margin (NII/Avg. Earning Assets) 3.35% 3.62%
9
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
Source and Use of Funds. Average deposits increased $34.3 million or 3.9%,
during the first quarter of 2003 as compared to the same period in the prior
year. This growth was led by an increase in transaction accounts of $37.6
million or 10.9% with additional growth occurring in regular savings and money
market accounts, up $15.1 million or 20.0% and $18.8 million or 6.9%,
respectively. Time deposits, the only category of deposits experiencing a
decline, were down $37.2 million or 19.1% as a result of the low interest rate
environment. Average borrowings decreased $69.8 million or 17.3% year to date in
2003 when compared to the same period in 2002. Short-term borrowings decreased
$9.0 million or 33.7%, on average, while borrowings from the Federal Home Loan
Bank declined, on average, by $60.7 million or 16.4% during the first three
months of 2003 as compared to 2002. The decrease in Federal Home Loan Bank
borrowings includes the prepayment of $20.3 million of borrowings scheduled to
mature in 2005 as well as the repayment of maturing advances.
On average, securities increased by $40.7 million or 8.8% during the first
quarter of 2003 when compared to the first quarter of 2002. This increase can be
attributed to the increase in other securities of $43.2 million or 17.5% due to
increased holdings of asset-backed securities. Other categories of securities
experiencing significant fluctuations during the same period were
mortgage-backed securities, which as a result of significant prepayments
decreased $10.7 million or 60.4% while US Government agencies rose by $6.8
million or 38.9%. Average loans declined in the first quarter of 2003 by $77.3
million or 8.8% as compared to the same period in the prior year. As a result of
significant prepayments in the residential mortgage portfolio as well as the
Company's decision not to hold long-term fixed rate residential mortgages,
residential mortgages has declined by $102.5 million or 27.6%, on average,
compared to the prior year. Partially offsetting this decrease was the growth in
commercial real estate loans, up $24.2 million or 7.6%. Additionally, home
equity loans continued to increase, up $13.1 million or 23.9%, on average, over
prior year as consumers continued to take advantage of this low interest rate
product.
Net Interest Income. Net interest income was $10.8 million for the three
months ended March 31, 2003 as compared to $12.0 million for the same period in
2002, a decrease of 10%. In the quarter ended March 31, 2003, the Company's net
interest income was negatively affected by a penalty of $286 thousand on a $2.0
million FHLBB advance pre-payment and a decline of $1.6 million in interest
income applicable to an interest only CMO, as amortization of premium was
accelerated due to underlying pre-payments. The decline in net interest income
is also attributed to the continued low interest rate environment resulting in
ongoing pre-payments of residential mortgages and mortgage related securities,
thereby reducing total average earning assets. The net interest spread and net
interest margin ratios were 2.9% and 3.4%, respectively, for the quarter ended
March 31, 2003, as compared to 3.1% and 3.6%, respectively, for the prior year.
Provision for Loan Losses. Recoveries on loans previously charged off
exceeded charge-offs during the three months ended March 31, 2003 by $212,000.
Management's assessment of the risks in the loan portfolio at March 31, 2003 as
well as the Company's recent loss experience, whereby recoveries have actually
exceeded charge-offs since 1997, resulted in no provision for loan losses during
the first quarter of 2003. The allowance for loan losses as a percentage of
total loans increased to 1.62% from 1.40% at March 31, 2003 and 2002,
respectively, representing management's consideration of qualitative factors,
primarily the ongoing weakness in local and national economic trends.
Other Income and Expense. Non-interest income of $6.7 million reflected a
modest decline of $23 thousand during the first quarter of 2003 as compared to
the corresponding period in the prior year as the decrease in the discretionary
net gain on securities of $1.7 million was offset by increases in several other
categories. Increases in financial advisor fees of $199 thousand, insurance
commissions of $277 thousand, and electronic banking fees of $251 thousand
reflect the Company's efforts to increase fee-based revenue through the
expansion of the Company's products and expertise. Additionally, sales of
residential mortgages resulted in an increase of $932 thousand in the net gain
on sales of loans.
Non-interest expense increased $1.0 million or 9.2% from the first quarter
of 2002 to the same period in 2003. A significant portion of this increase can
be attributed to the accrual of $802 thousand of interest on a state tax
assessment which is the result of a retroactive amendment to state tax law
during the first quarter of 2003. Increases in salaries, up $107 thousand or
2.6%, are related to annual merit increases as well as the expansion in
financial service offices.
Net Income before Taxes. Net income before taxes was $5.3 million for
the quarter ended March 31, 2003 compared to $7.5 million for the corresponding
period in 2002.
Provision for Income Taxes. The provision for income taxes increased by
170.2% from $2.5 million in the prior year to $6.8 million in 2003. This
increase is principally due to the amendment, in March of 2003, of
Massachusetts' law that expressly disallows the deduction for dividends received
from a real estate investment trust subsidiary. This resulted in an accrual of
10
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
$4.6 million of additional retroactive tax liability after federal tax
benefit, on state taxes of $7.1 million. The effective tax rate for the quarter
ended March 31, 2003, after adjusting for the retroactive tax liability would
have been 40.2% as compared to 33.1% for the quarter ended March 31, 2002. This
increase relates principally to the disallowance of the dividends received
deduction applicable to the REIT. Although the Company has accrued the
additional tax liability in response to the new legislation, the Company
believes this legislation will be challenged on constitutional and other
grounds, and would support such a challenge.
Net (Loss) Income. Net loss of $1.5 million for the quarter ended March
31, 2003 was the result of the, previously mentioned, March 5, 2003 amendment of
Massachusetts law that disallowed the deduction for dividends received from a
real estate investment trust subsidiary (REIT). A total after-tax liability of
$5.1 million was accrued in the first quarter of 2003, representing an estimate
of the additional state tax liability of $7.1 million and including interest
expense of $802,000. The net loss represents a decrease of $6.5 million compared
to 2002 results. In 2003, basic and diluted earnings per share of $(.17)
represent a decrease of $.76 and $.75, respectively, for basic earnings per
share and diluted earnings per share when compared to 2002 results.
COMPARATIVE ANALYSIS OF SELECTED PERIOD-END ASSETS,
LIABILITIES AND CAPITAL
The Company had $1.33 billion consolidated total assets, $946.5 million
deposits and $111.9 million in stockholders' equity at March 31, 2003. Its
capital to assets ratio was 8.41%, exceeding all regulatory requirements. As
compared to reported balances at December 31, 2002, gross loans decreased $26.2
million or 3.26%, deposits increased $4.3 million or .45% and borrowed funds
decreased $138.9 million or 35.3%.
Securities
The adjusted cost and estimated market values of securities which the
Company classified as available for sale at March 31, 2003 and December 31, 2002
were as follows:
March 31, 2003
--------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-------- -------- -------- --------
(In thousands)
U.S. Government agency CMOs $ 37,395 $ 359 $ 28 $ 37,726
Other U.S. Government agency obligations 24,409 44 74 24,379
Other collateralized mortgage obligations 83,427 98 516 83,009
Interest only securities 10,966 2,378 1,222 12,122
State and municipal obligations 22,992 -- -- 22,992
Other debt securities 244,840 1,627 6,565 239,902
-------- -------- -------- --------
Totals $424,029 $ 4,506 $ 8,405 $420,130
======== ======== ======== ========
December 31, 2002
--------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
-------- -------- -------- --------
(In thousands)
U.S. Government agency CMOs $ 63,131 $ 685 $ 22 $ 63,794
Other U.S. Government agency obligations 24,635 51 41 24,645
Other collateralized mortgage obligations 105,136 238 258 105,116
Interest only securities 14,444 1,359 2,206 13,597
State and municipal obligations 19,798 -- -- 19,798
Other debt securities 285,470 2,472 4,055 283,887
-------- -------- -------- --------
Totals $512,614 $ 4,805 $ 6,582 $510,837
======== ======== ======== ========
11
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
Securities available for sale decreased $90.7 million, from $510.8
million at December 31, 2002 to $420.1 million at March 31, 2003. There were no
net gains from security sales recorded during the quarter ended March 31, 2003
compared to $1.7 million during the same period in 2002.
Loans
The following is a summary of the Company's outstanding loan balances as of the
dates indicated:
March 31, 2003 December 31, 2002
-------------- -----------------
(In thousands)
Mortgage loans on real estate:
Residential $ 235,444 $ 262,095
Commercial 283,814 283,458
Construction 90,447 99,544
Equity lines of credit 69,091 65,794
Other loans:
Commercial 89,963 83,953
Consumer 5,584 5,629
Industrial revenue bonds 897 929
--------- ---------
Total loans 775,240 801,402
Less: Allowance for loan losses (12,596) (12,384)
--------- ---------
Total loans, net $ 762,644 $ 789,018
========= =========
Loans held for sale $ 7,184 $ 37,332
========= =========
As shown in the table above, total loans decreased $26.2 million or 3.3%
to $775.2 million at March 31, 2003 as compared to December 31, 2002, with
balanced growth between commercial loans and equity lines of credit, up $6.0 and
$3.3 million, respectively. New residential mortgage originations of $61.2
million fixed rate and $29.7 million adjustable rate were achieved in the first
quarter 2003. During the same period, the Company sold $82.4 million residential
mortgages, producing net gains of $1.5 million.
Allowance for Loan Losses
The allowance for loan losses is an estimate of the amount necessary to
absorb probable losses in the loan portfolio. The allowance consists of
specific, general and unallocated components. Commercial real estate and
commercial business loans are evaluated individually for allowance purposes.
Other categories of loans are generally evaluated as a group. The specific
component relates to loans that are classified as doubtful, substandard or
special mention. Loans classified as doubtful are considered impaired in
accordance with SFAS No. 114, and an allowance is determined using a discounted
cash flow calculation. Loss factors for substandard loans are based on a loss
migration database, while loss factors for all other categories of loans are
based on the Company's historical loss experience with similar loans of similar
quality as determined by the Company's internal rating system. Loss factors are
then adjusted for additional points that consider qualitative factors such as
current economic trends (both local and national), concentrations, growth and
performance trends, and the results of risk management assessments. Accordingly,
increases or decreases in the amount of each loan category as well as the
ratings of the loans within each category are considered in calculating the
overall allowance. The allowance is an estimate, and ultimate losses may vary
from current estimates. As adjustments become necessary, they are reported in
earnings of the periods in which they become known.
In addition, the Company's allowance for loan losses is periodically
reviewed by the OCC as part of their examination process. The OCC may require
the Company to make additions to the allowance based upon judgments different
from those of management.
12
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
Non performing assets and loan loss experience
As shown in the following table non-performing assets were $3.8 million or
..29% of total assets at March 31, 2003 compared to $2.8 million or .19% of total
assets at December 31, 2002. Accrual of interest income on loans is discontinued
when it is questionable whether the borrower will be able to pay the principal
and interest in full and/or when loan payments are 60 days past due, unless the
loan is fully secured by real estate or other collateral and in the process of
collection.
March 31, December 31,
2003 2002
------ ------
(Dollar amounts in thousands)
Nonaccrual loans $2,313 $1,348
Loans past due 90 days or more and still accruing -- --
Property from defaulted loans 1,500 1,500
------ ------
Total non-performing assets $3,813 $2,848
====== ======
Restructured troubled debt performing in accordance
with amended terms, not included above $ 208 $ 210
====== ======
The following is a summary of the activity in the allowance for loan losses for
the indicated periods:
Three Months Ended March 31,
2003 2002
-------- --------
(Dollar amounts in thousands)
Balance, beginning of period $ 12,384 $ 12,252
Provision for loan losses -- --
Charge-offs (22) (27)
Recoveries on loans previously charged off 234 111
-------- --------
Balance, end of period $ 12,596 $ 12,336
======== ========
Recoveries on loans previously charged off exceeded charge-offs therefore
management determined that additions to the allowance for loan losses were
unnecessary in 2003. The allowance represented 1.62% of total loans at March 31,
2003, 1.55% at December 31, 2002, and 1.40% at March 31, 2002. Although
management believes that upon review of loan quality and payment statistics, the
allowance is adequate to cover losses likely to result from loans in the current
portfolio at March 31, 2003, there can be no assurance that the allowance is
adequate or that additional provisions might not become necessary.
The Company had outstanding commitments to originate new residential and
commercial mortgages of $34.5 million at March 31, 2003 and $44.0 million at
December 31, 2002 which are not reflected on the consolidated statement of
financial condition. Additional unadvanced loan funds are summarized as follows
for the indicated periods:
13
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
March 31, 2003 December 31, 2002
-------------- -----------------
Commercial loans (In thousands)
Dealer floor plan $ 3,250 $ 6,618
Lines of credit 55,300 54,267
Other 2,637 3,231
Commercial mortgages
Construction 25,383 32,480
Other 14,464 8,485
Residential mortgages
Home equity 81,841 79,480
Consumer loans
Lines of credit 3,515 3,388
-------- --------
Total $186,390 $187,949
======== ========
Deposits
The following table is a summary of deposits outstanding as of the dates
indicated:
March 31, December 31,
2003 2002
-------- --------
(In thousands)
Deposits
Demand $220,684 $229,033
NOW 181,231 171,084
Money market 293,928 294,295
Other savings 91,988 88,503
Certificates of deposit greater than $100,000 38,348 37,344
Certificates of deposit $100,000 or less 120,311 121,961
-------- --------
Total deposits $946,490 $942,220
======== ========
Reflecting somewhat the seasonal nature of the Cape Cod economy as
discussed in "Liquidity" on page 15 herein, total deposits at March 31, 2003 are
$4.3 million or .45% higher than total deposits at December 31, 2002. Generally,
the Company's strategy is to price deposits according to local market rates,
offering higher alternative rates based on increasing amounts deposited.
Interest rates paid are frequently reviewed and are modified to reflect changing
conditions.
Borrowed Funds
Historically, the Company has selectively engaged in short and long term
borrowings from the Federal Home Loan Bank of Boston, and has sold securities
under agreements to repurchase, to fund loans and investments. At March 31,
2003, borrowed funds totaled $259.0 million, down 34.9% or $138.9 million
compared to borrowed funds at December 31, 2002.
CCBT Statutory Trust I was formed for the purpose of issuing trust
preferred securities and investing the proceeds of the sale of these securities
in subordinated debentures issued by the Company. A total of $5 million of
floating rate Trust Preferred Securities were issued and are scheduled to mature
in 2031, callable at the option of the Company after July 31, 2006.
Distributions on these securities are payable quarterly in arrears on the last
day of April, July, October and January. The Trust Preferred Securities are
presented in the consolidated balance sheets of the Company as Subordinated
Debt. The Company records distributions payable on the Trust Preferred
Securities as interest on subordinated debt in its consolidated statements of
income.
14
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
Stockholders' Equity
The Company's capital to assets ratio was 8.41% at March 31, 2003 compared
to 7.99% at December 31, 2002.
The Company (on a consolidated basis) and the Bank are subject to various
regulatory capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory and
possible additional discretionary actions by regulators that, if undertaken,
could have a direct material effect on the Company's and the Bank's financial
statements. Under capital adequacy guidelines and the regulatory framework for
prompt corrective action, the Company and/or the Bank must meet specific capital
guidelines that involve quantitative measures of their assets, liabilities and
certain off-balance-sheet items as calculated under regulatory accounting
practices. Holding companies, such as the Company, are not subject to prompt
corrective action provisions. The capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings, and other factors. Quantitative measures established by regulation
to ensure capital adequacy require the Company and the Bank to maintain minimum
amounts of total and Tier 1 capital (as defined) to average assets (as defined).
The following schedule displays these capital guidelines and the ratios of the
Company and the Bank as of March 31, 2003.
Minimum March 31, 2003
Regulatory -------------------
Guidelines Company Bank
---------- ------- ----
Tier 1 leverage capital 4.00% 8.16% 8.10%
Tier 1 capital to risk-weighted assets 4.00% 10.76% 10.67%
Total capital to risk-weighted assets 8.00% 11.96% 11.88%
The Company's book value at March 31, 2003 was $13.17 per share compared
to $13.79 per share at December 31, 2002.
LIQUIDITY
The Company normally experiences changes in its liquidity each year as a
result of the seasonal nature of the economy in its market area. Liquidity is
usually at its high in late summer and early fall and the annual low point is
usually in the spring.
In general, investment securities could also be sold if necessary to meet
liquidity needs. In that event, a gain or loss would be realized if the market
value of the securities sold was not equal to their cost, adjusted for the
amortization of premium or accretion of discount. The Bank can also borrow funds
using investment securities as collateral, and it has a line of credit of
$5,000,000 from the Federal Home Loan Bank of Boston. The Bank has also
established a line of credit of $7,000,000 for the purchase of federal funds
from SunTrust Bank and may borrow from the Federal Reserve Bank if necessary.
ASSET/LIABILITY MANAGEMENT
The Company's Asset/Liability Management Committee ("ALCO"), which is
comprised of several Directors with senior management, is responsible for
managing interest rate risk in accordance with policies approved by the Board of
Directors regarding acceptable levels of interest rate risk, liquidity and
capital. The committee meets monthly and sets the rates paid on deposits,
approves loan pricing and reviews investment transactions.
Given the substantial liquidity from cash flow and maturities of the
Company's investment portfolio, the sizable proportion of rate sensitive loans
to total loans, and the large core deposit base, ALCO believes the Company to be
moderately asset-sensitive to changes in interest rates. Nevertheless, the
Company's strategy has included the funding of certain fixed rate loans with
medium term borrowed funds in order to mitigate a margin squeeze should interest
rates rise.
15
PART I FINANCIAL INFORMATION
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (cont.)
The Cape Cod market is one in which competing financial institutions
frequently offer a wide range of yields for similar deposit products. Within
this market, the Company finds it necessary, from time to time, to offer higher
rates than it would otherwise justify, thereby increasing pressure on net
interest income. In order to offset this pressure somewhat, the Company is
strategically focusing on fee income growth from increasing customer
relationship cross-selling.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
For a discussion of the Company's management of market risk exposure, see
"Asset/Liability Management" in Item 2 of Part I of this report and Item 7A of
Part II of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 (the "2002 Annual Report").
For quantitative information about market risk, see Item 7A of Part II of
the Company's 2002 Annual Report.
There have been no material changes in the quantitative and qualitative
disclosures about market risk as of March 31, 2003 from those presented in the
Company's 2002 Annual Report.
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 a date (the "Evaluation Date") within 90 days
before the filing date of this quarterly report, 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.
PART II OTHER INFORMATION
ITEM 1. Legal proceedings
There are no material legal proceedings to which the Company is a party
or to which any of its property is subject, although the Company is a party to
ordinary routine litigation incidental to its business
ITEM 2. Changes in securities and use of proceeds
Not applicable
ITEM 3. Defaults upon senior securities
Not applicable
ITEM 4. Submission of matters to a vote of security holders
Not applicable
16
PART II OTHER INFORMATION
ITEM 5. Other information
Not applicable
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
On March 6, 2003 a report on Form 8-K was filed by the Company under Item
5 "Other Events and Regulations FD Disclosure" reporting that a press release
was issued announcing the Company's earnings for the three months and year ended
December 31, 2002 and filing as an exhibit under Item 7 thereby, the press
release dated March 5, 2003.
17
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.
(Registrant): CCBT Financial Companies, Inc.
-------------------------------------------------------------------
Date: May 13, 2003
---------------------------------------------------------------------------
/s/ STEPHEN B. LAWSON, President and Chief Executive Officer
---------------------------------------------------------------------------
Stephen B. Lawson, President and Chief Executive Officer
/s/ PHILLIP W. WONG, Executive Vice President and Chief Financial Officer
---------------------------------------------------------------------------
Phillip W. Wong, Executive Vice President and Chief Financial Officer
18
CERTIFICATIONS
I, Stephen B. Lawson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CCBT Financial
Companies, 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;
3. Based on my 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
consoloditated 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 or
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
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were 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: May 13, 2003
/s/ STEPHEN B. LAWSON
--------------------------------
Stephen B. Lawson, President and
Chief Executive Officer
19
CERTIFICATIONS
I, Phillip W. Wong, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CCBT Financial
Companies, 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;
3. Based on my 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 or
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
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were 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: May 13, 2003
/s/ PHILLIP W. WONG
-----------------------------------------
Phillip W. Wong, Executive Vice President
and Chief Financial Officer
20