SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the fiscal year ended December 31, 2002
Commission file number 0-16455
NEWMIL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
06-1186389 | |
(State or other jurisdiction |
(I.R.S. Employer |
19 Main Street, New Milford, CT |
06776 | |
(Address of principal executive offices) |
(Zip code) |
(860) 355-7600
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.50 per share
(Title of class)
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 ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the average bid and asked prices of such stock, as of June 30, 2002, is $64,170,000.00. The number of shares of Common Stock outstanding as of March 12, 2003, is 4,228,006.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement dated March 31, 2003 for the 2003 Annual Meeting of Shareholders are incorporated by reference into Part II (Item 5) and Part III (Items 10, 11, 12 and 13).
Page | ||||
3 | ||||
Item 1. |
3 | |||
Item 2. |
6 | |||
Item 3. |
7 | |||
Item 4. |
7 | |||
8 | ||||
Item 5. |
MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
8 | ||
Item 6. |
8 | |||
Item 7. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
11 | ||
Item 7a. |
35 | |||
Item 8. |
36 | |||
Item 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
61 | ||
62 | ||||
Item 10. |
62 | |||
Item 11. |
62 | |||
Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
62 | ||
Item 13. |
62 | |||
Item 14. |
62 | |||
63 | ||||
Item 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
63 |
General
NewMil Bancorp, Inc., (NewMil), a Delaware corporation formed in 1987, is the registered bank holding company for NewMil Bank (the Bank), a wholly-owned subsidiary. NewMils activity is currently limited to the holding of the Banks outstanding capital stock and the Bank is NewMils only subsidiary and its primary investment. NewMils net income is presently derived from the business of the Bank. Future establishment or acquisition of subsidiaries by NewMil is possible. For a discussion of the acquisition of Nutmeg Federal Savings & Loan, by NewMil in November 2000, see Item 7 Management Discussion and Analysis of Financial Condition and Results of Operations Business. Nevertheless, it is expected that the Bank will account for most of NewMils net income in the foreseeable future.
The Bank, which was organized in 1858, is a Connecticut chartered and Federal Deposit Insurance Corporation (FDIC) insured savings bank headquartered in New Milford, Connecticut. The Banks principal business consists of attracting deposits from the public and using such deposits, with other funds, to make various types of loans and investments. The Bank offers both consumer and commercial deposit accounts, including checking accounts, interest bearing NOW accounts, money market accounts, certificates of deposit, savings accounts, Individual Retirement Accounts and sweep accounts. The Bank provides 24x7 access to banking through automated teller machines in sixteen branches, through its internet site at www.newmil.com and through bank by phone.
The Bank offers a broad range of mortgage and consumer loans to the residents of its service area including residential mortgages, home equity credit lines and loans, installment loans and collateral loans. The Bank sells some of the residential mortgages that it originates on a servicing released basis. The Bank offers a broad range of mortgage and commercial loans to the companies and small businesses of its service area including lines of credit, term loans, Small Business Administration (SBA) loans, commercial real estate mortgages, and construction and development mortgages. In addition, the Bank offers services including money orders, travelers checks and safe deposit boxes. Although so empowered, the Bank is not currently offering trust services.
NewMils results of operations are significantly affected by general economic and competitive conditions, the real estate market, changes in interest rates, government policies and actions of regulatory authorities. The general economic climate over the past several years has been favorable. Should these conditions deteriorate, NewMils operations could be adversely impacted.
Market Area and Competition
The Bank conducts its business through eighteen full service offices, and one special needs office at an independent life-care retirement community, located in Connecticuts Litchfield, Fairfield and New Haven Counties. The Banks service area, which has a population of approximately 460,000, enjoys a balance of manufacturing, trade, and service employment and is home to a number of Fortune 500 companies. Although the Banks primary market area is Litchfield and northern Fairfield counties, the Bank has depositors and borrowers that live outside of these areas.
The Bank faces strong competition in attracting and retaining deposits and in making mortgage and other loans. Its most direct competition for deposits has historically come from other savings banks and commercial banks located in its market area. More recently, competition for deposits has developed from non-banking companies such as brokerage houses that offer a range of deposit and deposit-like products. Although the Bank expects this continuing competition to have an effect upon the cost of funds, it does not anticipate any substantial adverse effect on maintaining the current deposit base. The Bank is competitive within its market area in the various deposit products it offers to depositors. Due to this fact, management feels they have the ability to maintain the deposit base. The Bank does not rely upon any individual, group or entity for a significant portion of its deposits.
The Banks competition for real estate loans comes primarily from mortgage banking companies, savings banks, commercial banks, insurance companies, and other institutional lenders. The Bank competes for loan originations primarily through the interest rates and loan fees it charges and the efficiency and quality of services
3
it offers borrowers, real estate brokers and builders. Factors that affect competition include, among others, the general availability of funds and credit, general and local economic conditions, current interest rate levels and volatility in the mortgage markets.
Congress passed legislation in 1994 providing for a phase-in of full interstate branching. Connecticut law has since 1990 provided for full interstate banking and, more recently, has adopted legislation allowing interstate branching, subject to certain limitations. In recent years several out of state financial institutions, almost all larger and with greater financial resources than the Bank, have acquired Connecticut financial institutions and begun operations in Connecticut. This has both increased competition in NewMils market areas and resulted in the reduction of locally-based competition through consolidations. NewMil may consider expansion within or outside of Connecticut provided appropriate opportunities and conditions exist. For a discussion of the acquisition of Nutmeg Federal Savings & Loan, by NewMil in November 2000, see Item 7 Management Discussion and Analysis of Financial Condition and Results of Operations Business.
Lending Activities
The Bank offers a broad range of mortgage and consumer loans to the residents of its service area including residential mortgages, home equity credit lines and loans, installment loans and collateral loans. The Bank also offers a broad range of mortgage and commercial loans to the companies and small businesses of its service area including lines of credit, term loans, SBA loans, commercial real estate mortgages, and construction and development mortgages.
One-to-Four Family Residential Mortgage Loans: The Bank offers a variety of fixed and adjustable rate loans, including adjustable rate loans that have fixed rates for an initial period ranging from 1 to 10 years and adjust annually thereafter. The Bank offers amortization periods of up to 30 years. The Banks adjustable rate loans generally have a limit on the maximum rate change per interest rate adjustment of 2.0% to 3.0%, and have limits on the total interest rate adjustments during the life of a loan ranging from 4.0% to 6.0%, depending on the initial rate and type of loan. The Banks adjustable rate loans include loans whose interest rate adjustments are based on U.S. Treasury constant maturity indices and other indices.
The Banks initial rates on adjustable rate mortgage loans are offered at levels which are intended to be competitive within the Banks service area and which are frequently at a discount from fully indexed contractual rates. The Bank charges origination fees ranging from no fee to several percent, depending on the initial rate and type of loan.
Adjustable rate mortgage loans allow the Bank to maintain a degree of rate sensitivity, though the extent of this sensitivity is limited by the re-pricing intervals and caps contained in each loan type.
The Banks residential mortgage loans are underwritten based on the borrowers income in accordance with secondary market or investor standards. In evaluating a potential residential mortgage borrower, the Bank considers a number of factors, including the creditworthiness of the borrower, the capacity of the borrower to repay the loan, an appraisal of the property to be mortgaged and a review of the loan to value ratio.
Some of the residential mortgage loans that the Bank originates are originated for sale to generate fee income. All such loans are sold on a servicing released basis.
Collateral and Installment Loans: The Bank makes collateral and installment loans, including home equity lines of credit, home equity loans, automobile and other personal loans. While the Bank offers fixed rates on its consumer loans and home equity loans, its home equity lines of credit are generally offered at or a spread over or under the Prime Rate. Home equity loans and lines of credit have risks similar to those associated with residential mortgages discussed above.
Commercial Mortgage and Multi-Family Mortgage Loans: The Bank also makes loans collateralized by mortgages on commercial and multi-family residential properties. Commercial and multi-family loans are offered on an adjustable rate basis, generally with a daily re-pricing frequency and with the interest adjustment tied to the Prime Rate. Loans may also be structured with fixed rate terms ranging from 1 to 5 years.
Loans collateralized by commercial properties, including multi-family residential properties, can involve greater credit risks than one- to four-family residential mortgage loans. The commercial real estate business is cyclical and subject to downturns, over-building, fluctuations in market value and local economic conditions. Typically, such loans are substantially larger than one- to four-family residential mortgage loans. Because repayment is
4
often dependent on the cash flow of a successfully operated or managed property, repayment of such loans may be more susceptible to adverse conditions in the real estate market or the economy generally than is the case with residential mortgages.
Construction Loans: The Bank also makes construction loans to individuals and professional builders for the purpose of constructing 1-to-4 family residential properties, either as a primary residence or for investment or resale.
Commercial and Industrial Loans: The Bank offers secured commercial business loans, generally adjustable-rate loans with the adjustment of interest based on the Prime Rate plus a spread. The Bank believes it has been conservative in its underwriting standards for this market with the goal of obtaining quality loans for the portfolio. The Bank also offers SBA and other Government guaranteed loans. The Banks loan products are targeted for, and tailored to the needs of, the local business and professional community in the Banks market area. The Banks legal lending limit to any one borrower at December 31, 2002 was $6.6 million, or 15% of Tier I and Tier II capital. Generally, the Banks concentration to any one borrower does not exceed 50% of the Banks legal lending limit and the average loan size is under $500,000. Most business loans are secured by liens on business assets including inventory, receivables and or liens on real property. In addition, most loans are further secured by the personal guaranty of the owners of the business.
For further discussion of the composition and quality of the loan portfolio see Managements Discussion and Analysis of Financial Condition and Results of Operations under the caption Financial Condition Loans on page 27 through page 30.
Supervision and Regulation
Federal Bank Holding Company Regulation: NewMil is registered under, and is subject to, the Bank Holding Company Act of 1956, as amended. This Act limits the types of companies which NewMil may acquire or organize and the activities in which it or they may engage. In general, NewMil and the Bank are prohibited from engaging in or acquiring direct or indirect control of any corporation engaged in non-banking activities unless such activities are so closely related to banking as to be a proper incident thereto. In addition, NewMil must obtain the prior approval of the Board of Governors of the Federal Reserve System (the FRB) to acquire control of any bank; to acquire, with certain exceptions, more than 5 percent of the outstanding voting stock of any other corporation; or, to merge or consolidate with another bank holding company. As a result of such laws and regulation, NewMil is restricted as to the types of business activities it may conduct and the Bank is subject to limitations on, among others, the types of loans and the amounts of loans it may make to any one borrower. The Financial Modernization Act of 1999 created, among other things, a new entity, the financial holding company. Such entities can engage in a broader range of activities that are financial in nature, including insurance underwriting, securities underwriting and merchant banking. Financial holding companies can be established relatively easily through a notice filing with the FRB, which acts as the umbrella regulator for such entities. NewMil may determine to become a financial holding company in the future.
Federal Reserve System: NewMil is required by the Board of Governors of the Federal Reserve System to maintain cash reserves against its deposits. After exhausting all other sources of funds, NewMil may request to borrow from the Federal Reserve. Bank holding companies registered with the FRB are, among other things, restricted from making direct investments in real estate. Both NewMil and the Bank are subject to extensive supervision and regulation, which focus on, among other things, the protection of depositors funds.
The Federal Reserve System also regulates the national supply of bank credit in order to influence general economic conditions. These policies have a significant influence on overall growth and distribution of loans, investments and deposits, and affect the interest rates charged on loans or paid for deposits.
Fluctuations in interest rates, which may result from government fiscal policies and the monetary policies of the Federal Reserve System, have a strong impact on the income derived from loans and securities, and interest paid on deposits. While NewMil and the Bank strive to anticipate changes and adjust their strategies for such changes, the level of earnings can be materially affected by economic circumstances beyond their control.
NewMil and the Bank are subject to minimum capital requirements established, respectively, by the FRB and the FDIC. For information on these capital requirements and NewMil and the Banks capital ratios see Managements Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Note 10 to the Financial Statements Shareholders Equity under Capital Requirements.
5
Connecticut Banking Law and FDIC Regulation: The Bank is a state chartered savings bank organized under the Banking Law of the State of Connecticut. Deposits are insured by the FDIC and FDIC insurance premiums are assessed on the Banks deposit base on a semi-annual basis at variable rates dependent upon the Banks capital rating and other safety and soundness considerations. The Bank is subject to regulation, examination and supervision by the Connecticut Banking Department and the FDIC. Both the Connecticut Banking Department and the FDIC issue regulations and require the filing of reports describing the activities and financial condition of the banks under their jurisdiction. Each agency conducts periodic examinations to test safety, soundness and compliance with various regulatory requirements and generally supervises the operations of such banks.
Sarbanes-Oxley Act of 2002: On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) was signed into law. The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity or debt securities registered under the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act establishes: (i) new requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial Officer of the reporting company; (iii) new standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and their directors and executive officers; and (v) new and increased civil and criminal penalties for violation of the securities laws. Many of the provisions became effective immediately while other provisions become effective over a period of 30 to 270 days and are subject to rulemaking by the Securities and Exchange Commission. Although NewMil anticipates that it will incur additional expense in complying with the provisions of the Sarbanes-Oxley Act and the resulting regulations, NewMil does not expect that such compliance will have a material impact on NewMils or the Banks results of operations or financial condition.
Employees
The Bank had 167 full-time and 20 part-time employees at December 31, 2002. Management considers the Banks relationship with its employees to be good. The Banks employees are not represented by any collective bargaining groups.
Subsidiaries
The Bank is NewMils only subsidiary and accounts for 100% of NewMils income. At December 31, 2002, the Bank had three wholly-owned subsidiaries, NewMil Mortgage Company, Asset Recovery Management Company and New Mil Asset Company. NewMil Mortgage Company is a passive investment company (PIC) that holds loans collateralized by real estate originated or purchased by the Bank. Income of the PIC and its dividends to NewMil are exempt from the Connecticut Corporate Business Tax. Asset Recovery Management Company and New Mil Asset Company were both formed to hold and liquidate certain foreclosed real estate and are presently inactive.
The Bank conducts its business at its main office, located at 19 Main Street, New Milford, Connecticut, and through 18 full service branches located in Litchfield, Fairfield and New Haven Counties in addition to one limited service branch located in Southbury, Connecticut. The Bank owns its main office and seven of its branches. The ten other full service locations are leased by the Bank. The following table sets forth certain information regarding the Banks branch offices, as of December 31, 2002.
6
Branch office |
Location |
Date Owned, Acquired /Opened |
Lease or Owned |
Expiration Date | ||||
(a) |
||||||||
Bethel |
Stony Hill Road, Bethel, CT |
2000 |
Leased |
2005 | ||||
Brookfield |
Route 7, Brookfield, CT |
1964 |
Leased |
2005 | ||||
Boardman Terrace |
53 Main Street, New Milford, CT |
1977 |
Owned |
| ||||
Bridgewater(b) |
Routes 57 & 133, Bridgewater, CT |
1981 |
Owned |
| ||||
Canaan |
Main St. & Granite Avenue, Canaan, CT |
1982 |
Owned |
| ||||
Danbury |
Main Street, Danbury, CT |
2000 |
Leased |
2006 | ||||
Danbury |
North Street Shopping Center, Danbury, CT |
2000 |
Leased |
2006 | ||||
Kent |
50 North Main St., Kent, CT |
1960 |
Owned |
| ||||
Lanesville |
291 Danbury Road, New Milford, CT |
1989 |
Owned |
| ||||
Morris |
Route 109 & 63, Morris, CT |
1981 |
Owned |
| ||||
New Fairfield |
Routes 37 & 39, New Fairfield, CT |
1969 |
Leased |
2004 | ||||
New Milford(c) |
19 Main Street, New Milford, CT |
1902 |
Owned |
| ||||
New Preston(d) |
Routes 202 & 45, New Preston, CT |
1979 |
Owned |
| ||||
Norwalk |
187 Main Street, Norwalk, CT |
1997 |
Leased |
2004 | ||||
Pomperaug Woods(e) |
Heritage Road, Southbury, CT |
2000 |
N/A |
| ||||
Ridgefield |
Route 7, Ridgefield, CT |
2000 |
Leased |
2004 | ||||
Sharon |
Route 41, Sharon, CT |
1971 |
Leased |
2007 | ||||
Sherman |
Routes 37 & 39, Sherman, CT |
1976 |
Leased |
2004 | ||||
Southbury |
Grand Union Supermarket Southbury, CT |
1997 |
Leased |
2007 |
(a) | Information concerning the Banks lease payments can be found at Note 14. |
(b) | The Bank owns an additional building on this site, which is leased at an annual rent of $5,000. |
(c) | Main Office. |
(d) | The Bank owns an additional building on this site, which is leased at an annual rent of $14,800. |
(e) | The Bank operates a limited service office, one day a week, at this location for the residents of Pomperaug Woods. Pomperaug Woods is an independent life-care retirement community located in Southbury, Connecticut. |
Neither NewMil nor the Bank is involved in any legal proceedings other than that which is ordinary routine litigation incidental to its business. One such case in which the Bank is the defendant is scheduled to go to trial in April, 2003. The plaintiff claims to have been deprived of an opportunity to purchase certain foreclosed real property owned by the Bank at the time, because the Bank refused to make a loan to the plaintiff to do so. The plaintiff claims damages in the several millions of dollars due to the loss of developmental opportunity. The Bank intends to defend its position vigorously as it believes that the allegations are without merit, that the claims are unsupportable by the facts, and that the claims are not well founded under the evidence or the law.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended December 31, 2002, no matter was submitted to a vote of the shareholders of NewMil.
7
Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
For the information required by this item see Quarterly Financial Data (unaudited) in Note 17, Selected Quarterly Consolidated Financial Data. For a discussion of NewMils dividend policy and restrictions on dividends see Management Discussion and Analysis of Financial Condition and Results of Operations under the caption Dividend Restrictions. For information on NewMils Stock Equity Compensation Plan see page 11 of NewMils Proxy Statement dated March 31, 2003.
Item 6. SELECTED FINANCIAL DATA
The following table sets forth NewMils consolidated financial and other data at the dates and for the periods indicated. This data has been derived from NewMils audited consolidated financial statements. The results as of and for the years ended December 31, 2002 and 2001 and for the six month period ended December 31, 2000 reflect the acquisition of Nutmeg Federal Savings and Loan Association on November 9, 2000.
8
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except ratios and per share amounts)
At or for the years ended December 31, |
At or for the |
At or for the years |
|||||||||||||||||||||||||
2002 |
2001 |
2000 |
2000 |
1999 |
2000 |
1999 |
|||||||||||||||||||||
Unaudited |
|||||||||||||||||||||||||||
Statement of Income |
|||||||||||||||||||||||||||
Interest & dividend income |
$ |
36,433 |
|
$ |
37,648 |
$ |
28,879 |
|
$ |
15,709 |
|
$ |
12,006 |
|
$ |
25,175 |
|
$ |
24,456 |
| |||||||
Interest expense |
|
13,356 |
|
|
16,631 |
|
13,768 |
|
|
7,801 |
|
|
5,144 |
|
|
11,111 |
|
|
11,807 |
| |||||||
Net interest income |
|
23,077 |
|
|
21,017 |
|
15,111 |
|
|
7,908 |
|
|
6,862 |
|
|
14,064 |
|
|
12,649 |
| |||||||
Provision (credit) for loan losses |
|
|
|
|
|
|
(391 |
) |
|
(416 |
) |
|
(495 |
) |
|
(470 |
) |
|
100 |
| |||||||
Non-interest income: |
|||||||||||||||||||||||||||
Service fees & other |
|
3,214 |
|
|
2,652 |
|
1,918 |
|
|
1,051 |
|
|
944 |
|
|
1,809 |
|
|
1,545 |
| |||||||
Gains on sales of loans, net |
|
574 |
|
|
406 |
|
156 |
|
|
93 |
|
|
84 |
|
|
147 |
|
|
547 |
| |||||||
Losses on sales of securities, net |
|
|
|
|
|
|
|
|
|
|
|
|
(109 |
) |
|
(109 |
) |
|
|
| |||||||
(Loss) Gain on sales of OREO |
|
(43 |
) |
|
|
|
62 |
|
|
39 |
|
|
23 |
|
|
46 |
|
|
1,342 |
| |||||||
Non-interest expense |
|
16,850 |
|
|
15,291 |
|
11,285 |
|
|
6,382 |
|
|
5,435 |
|
|
10,336 |
|
|
10,438 |
| |||||||
Income before income taxes |
|
9,972 |
|
|
8,784 |
|
6,353 |
|
|
3,125 |
|
|
2,864 |
|
|
6,091 |
|
|
5,545 |
| |||||||
Income tax provision |
|
3,122 |
|
|
3,158 |
|
2,236 |
|
|
1,119 |
|
|
960 |
|
|
2,076 |
|
|
2,264 |
| |||||||
Income before effect of accounting change & extraordinary item |
|
6,850 |
|
|
5,626 |
|
4,117 |
|
|
2,006 |
|
|
1,904 |
|
|
4,015 |
|
|
3,281 |
| |||||||
Cumulative effect of change in accounting principle, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(162 |
) | |||||||
Extraordinary item, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) | |||||||
Net income |
|
6,850 |
|
|
5,626 |
|
4,117 |
|
|
2,006 |
|
|
1,904 |
|
|
4,015 |
|
|
3,032 |
| |||||||
Financial Condition |
|||||||||||||||||||||||||||
Total assets |
$ |
661,595 |
|
$ |
607,026 |
$ |
523,578 |
|
$ |
523,578 |
|
$ |
341,798 |
|
$ |
392,572 |
|
$ |
352,117 |
| |||||||
Loans, net |
|
347,215 |
|
|
340,368 |
|
332,544 |
|
|
332,544 |
|
|
214,312 |
|
|
223,734 |
|
|
210,036 |
| |||||||
Allowance for loan losses |
|
5,250 |
|
|
5,502 |
|
5,518 |
|
|
5,518 |
|
|
5,029 |
|
|
4,978 |
|
|
4,989 |
| |||||||
Securities |
|
197,661 |
|
|
212,408 |
|
140,398 |
|
|
140,398 |
|
|
108,582 |
|
|
144,307 |
|
|
118,202 |
| |||||||
Deposits |
|
548,806 |
|
|
476,116 |
|
437,793 |
|
|
437,793 |
|
|
299,254 |
|
|
319,626 |
|
|
300,123 |
| |||||||
Borrowings |
|
45,077 |
|
|
67,540 |
|
27,500 |
|
|
27,500 |
|
|
7,500 |
|
|
35,750 |
|
|
15,000 |
| |||||||
Shareholders equity |
|
54,236 |
|
|
50,594 |
|
47,517 |
|
|
47,517 |
|
|
33,137 |
|
|
34,325 |
|
|
33,135 |
| |||||||
Non-performing assets |
|
1,535 |
|
|
1,861 |
|
1,741 |
|
|
1,741 |
|
|
2,094 |
|
|
1,218 |
|
|
1,569 |
| |||||||
Per Share Data |
|||||||||||||||||||||||||||
Income before effect of accounting change & extraordinary item |
|||||||||||||||||||||||||||
Diluted |
$ |
1.50 |
|
$ |
1.21 |
$ |
1.05 |
|
$ |
0.50 |
|
$ |
0.50 |
|
$ |
1.05 |
|
$ |
0.82 |
| |||||||
Basic |
|
1.59 |
|
|
1.26 |
|
1.10 |
|
|
0.52 |
|
|
0.52 |
|
|
1.10 |
|
|
0.87 |
| |||||||
Net income |
|||||||||||||||||||||||||||
Diluted |
|
1.50 |
|
|
1.21 |
|
1.05 |
|
|
0.50 |
|
|
0.50 |
|
|
1.05 |
|
|
0.76 |
| |||||||
Basic |
|
1.59 |
|
|
1.26 |
|
1.10 |
|
|
0.52 |
|
|
0.52 |
|
|
1.10 |
|
|
0.80 |
| |||||||
Cash dividends |
|
0.50 |
|
|
0.44 |
|
0.41 |
|
|
0.21 |
|
|
0.20 |
|
|
0.40 |
|
|
0.35 |
| |||||||
Book value |
|
12.77 |
|
|
11.52 |
|
10.35 |
|
|
10.35 |
|
|
9.10 |
|
|
9.52 |
|
|
9.04 |
|
9
At or for the years ended |
At or for the six |
At or for the |
|||||||||||||||||||
2002 |
2001 |
2000 |
2000 |
1999 |
2000 |
1999 |
|||||||||||||||
Unaudited |
|||||||||||||||||||||
Statistical Data |
|||||||||||||||||||||
Net interest margin |
3.95 |
% |
4.05 |
% |
3.94 |
% |
3.86 |
% |
4.08 |
% |
4.06 |
% |
3.64 |
% | |||||||
Efficiency ratio |
62.82 |
|
63.51 |
|
65.43 |
|
70.20 |
|
69.24 |
|
64.77 |
|
64.90 |
| |||||||
Effective tax rate |
31.31 |
|
35.95 |
|
35.20 |
|
35.81 |
|
33.52 |
|
34.08 |
|
40.83 |
| |||||||
Return on average assets |
1.08 |
|
1.01 |
|
1.03 |
|
0.93 |
|
1.10 |
|
1.12 |
|
0.84 |
| |||||||
Return on average shareholders equity |
13.03 |
|
11.42 |
|
11.53 |
|
10.49 |
|
11.48 |
|
12.11 |
|
8.84 |
| |||||||
Dividend payout ratio |
31.45 |
|
34.92 |
|
37.27 |
|
37.79 |
|
38.34 |
|
36.36 |
|
43.75 |
| |||||||
Allowance for loan losses to total loans |
1.49 |
|
1.59 |
|
1.63 |
|
1.63 |
|
2.29 |
|
2.18 |
|
2.32 |
| |||||||
Non-performing assets to total assets |
0.23 |
|
0.31 |
|
0.33 |
|
0.33 |
|
0.61 |
|
0.31 |
|
0.45 |
| |||||||
Tier 1 leverage capital |
6.13 |
|
6.56 |
|
8.06 |
|
8.06 |
|
9.84 |
|
9.19 |
|
9.53 |
| |||||||
Total risk-based capital |
12.14 |
|
12.18 |
|
12.98 |
|
12.98 |
|
18.53 |
|
16.83 |
|
19.40 |
| |||||||
Average shareholders equity to average assets |
8.22 |
|
8.83 |
|
8.93 |
|
8.89 |
|
9.66 |
|
9.26 |
|
9.49 |
| |||||||
Weighted average equivalent shares outstanding, diluted |
4,555 |
|
4,639 |
|
3,913 |
|
4,035 |
|
3,840 |
|
3,807 |
|
3,985 |
| |||||||
Shares outstanding at end of period (excluding Treasury stock) |
4,235 |
|
4,391 |
|
4,591 |
|
4,591 |
|
3,640 |
|
3,606 |
|
3,664 |
|
10
Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
BUSINESS
NewMil, a Delaware corporation, is a bank holding company for NewMil Bank, a Connecticut-chartered and Federal Deposit Insurance Corporation (FDIC) insured savings bank headquartered in New Milford, Connecticut. NewMils principal business consists of the business of the Bank. The Bank is engaged in customary banking activities, including general deposit taking and lending activities, and conducts its business from eighteen full-service offices in Connecticuts Litchfield, Fairfield and New Haven Counties and one special needs office at an independent life-care retirement community in New Haven County. NewMil and the Bank were formed in 1987 and 1858, respectively.
Cautionary Statement
This Annual Report on Form 10-K contains and incorporates by reference statements relating to future results of NewMil Bancorp, Inc. that are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, expectations concerning loan demand, growth and performance, simulated changes in interest rates and the adequacy of our allowance for loan losses. Actual results may differ materially from those expressed or implied as a result of certain risks and uncertainties, including, but not limited to, changes in political and economic conditions, interest rate fluctuations, competitive product and pricing pressures within our markets, equity and fixed income market fluctuations, personal and corporate customers bankruptcies, inflation, acquisitions and integrations of acquired businesses, technological changes, changes in law and regulations, changes in fiscal, monetary, regulatory and tax policies, monetary fluctuations, success in gaining regulatory approvals when required as well as other risks and uncertainties reported from time to time in our filings with the Securities and Exchange Commission.
Change in Fiscal Year End
In December 2000 NewMil changed its fiscal year end to December 31 from June 30. Previously, NewMil had changed its tax year to a calendar year basis, effective for calendar year 1999, to take advantage of Connecticut tax legislation related to banks and financial service companies.
Acquisition of Nutmeg Federal Savings and Loan Association
On November 9, 2000, NewMil acquired Nutmeg Federal Savings and Loan Association (Nutmeg) for a total purchase price of $20.3 million, in consideration for which, NewMil paid $10.3 million in cash and issued 1.0 million shares of common stock. Based on the terms of the agreement, Nutmeg shareholders received $8.38 per common share and $14.67 per preferred share, including a net gain (after expenses and taxes payable) on Nutmegs sale of certain loan servicing rights. Nutmeg was a federally chartered savings and loan association headquartered in Danbury, Connecticut, with $109.1 million in assets and $84.7 million in deposits with four branch locations, including two in Danbury, one in Bethel and one in Ridgefield, Connecticut.
Application of Critical Accounting Policies
NewMils consolidated financial statements are prepared in accordance with US GAAP and follow general practices within the banking industry in which it operates. Application of these principles requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements. These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event.
NewMils significant accounting policies are presented in Note 1 of Notes to Consolidated Financial Statements. These policies, along with the disclosures presented in Notes to Consolidated Financial Statements and in Managements Discussion and Analysis, provide information on how significant assets are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions and estimates underlying those amounts, management
11
has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective judgments, and as such could be most subject to revision as new information becomes available.
The allowance for loan losses represents managements estimate of probable credit losses in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends and conditions, all of which may be susceptible to significant change. The loan portfolio also represents the largest asset type on the balance sheet. Note 1 describes the methodology used to determine the allowance for loan losses. A discussion of the factors driving changes in the amount of the allowance for loan losses is included in the Provision and Allowance For Loan Losses section of Managements Discussion and Analysis.
OVERVIEW
2002 was an excellent year for NewMil. NewMil earned net income of $6,850,000, or $1.50 per share, for 2002, compared with net income of $5,626,000, or $1.21 per share, for 2001. This represented a 24.0% increase in earnings per share for 2002 over 2001. NewMils results were achieved through growth in net interest income and non-interest income, offset partially by increased non-interest expense. Net interest income increased 9.8%, as a result of a $64.3 million increase in average earning assets, offset somewhat by a 10 basis point decrease in the net interest margin. Non-interest income increased 22.5% in 2002, due primarily to the purchase of bank-owned life insurance in 2002, and to internal growth. Operating expenses increased 10.2% in 2002.
Deposits grew $72.7 million, or 15.3%, to $548.8 million during 2002, compared with 8.8% growth in 2001. At December 31, 2002 NewMil had total assets of $661.6 million, up $54.6 million since December 31, 2001. The low interest rate environment continued to fuel the local housing market and contributed to record residential mortgage originations for the year.
The following discussion and analysis of NewMils consolidated results of operations should be read in conjunction with the Consolidated Financial Statements and footnotes.
RESULTS OF OPERATIONS
Comparison of the Years Ended December 31, 2002 and 2001
Analysis of Net Interest and Dividend Income
Net interest income increased $2,060,000, or 9.8%, to $23,077,000 in 2002. This resulted from a $64.3 million increase in average earning assets, offset somewhat by a 10 basis point decrease in the net interest margin. The increase in earning assets is due primarily to internal growth. The net interest margin decreased to 3.95% from 4.05%. The decrease was due mostly to the effects of lower market interest rates during 2002 as compared with 2001 and to changes in deposit pricing and balance sheet mix. The following table sets forth the components of NewMils net interest income and yields on average interest-earning assets and interest-bearing funds.
12
Years ended December 31, |
Average balance |
Income/expense |
Average yield/rate |
|||||||||||||||
(dollars in thousands) |
2002 |
2001 |
2002 |
2001 |
2002 |
2001 |
||||||||||||
Loans(a) |
$ |
344,477 |
$ |
344,738 |
|
23,943 |
|
26,685 |
6.95 |
% |
7.74 |
% | ||||||
Mortgage backed securities(b) |
|
107,123 |
|
94,156 |
|
6,395 |
|
6,128 |
5.97 |
|
6.51 |
| ||||||
Other securities(b)(c) |
|
132,297 |
|
80,681 |
|
6,095 |
|
4,835 |
4.61 |
|
5.99 |
| ||||||
Total earning assets |
|
583,897 |
|
519,575 |
|
36,433 |
|
37,648 |
6.24 |
|
7.25 |
| ||||||
Other assets |
|
49,737 |
|
38,041 |
||||||||||||||
Total assets |
$ |
633,634 |
$ |
557,616 |
||||||||||||||
NOW accounts |
$ |
67,652 |
$ |
57,479 |
|
536 |
|
629 |
0.79 |
|
1.09 |
| ||||||
Money market accounts |
|
136,023 |
|
116,688 |
|
2,651 |
|
3,514 |
1.95 |
|
3.01 |
| ||||||
Savings & other |
|
74,510 |
|
66,310 |
|
1,158 |
|
1,472 |
1.56 |
|
2.22 |
| ||||||
Certificates of deposit |
|
195,911 |
|
179,635 |
|
6,704 |
|
9,108 |
3.42 |
|
5.07 |
| ||||||
Total interest-bearing deposits |
|
474,096 |
|
420,112 |
|
11,049 |
|
14,723 |
2.33 |
|
3.51 |
| ||||||
Borrowings |
|
58,642 |
|
44,513 |
|
2,307 |
|
1,908 |
3.93 |
|
4.29 |
| ||||||
Total interest-bearing funds |
|
532,738 |
|
464,625 |
|
13,356 |
|
16,631 |
2.51 |
|
3.58 |
| ||||||
Demand deposits |
|
42,161 |
|
38,330 |
||||||||||||||
Other liabilities |
|
6,173 |
|
5,410 |
||||||||||||||
Shareholders equity |
|
52,562 |
|
49,251 |
||||||||||||||
Total liabilities & |
||||||||||||||||||
shareholders equity |
$ |
633,634 |
$ |
557,616 |
||||||||||||||
Net interest income |
$ |
23,077 |
$ |
21,017 |
||||||||||||||
Spread on interest-bearing funds |
3.73 |
|
3.67 |
| ||||||||||||||
Net interest margin (d) |
3.95 |
|
4.05 |
|
(a) | Includes non-accrual loans. |
(b) | Average balances of investments are based on historical cost. |
(c) | Includes interest-bearing deposits in other banks and federal funds sold. |
(d) | Net interest income divided by average interest-earning assets. |
The following table sets forth the changes in interest due to volume and rate.
2002 versus 2001 Change in interest due to |
||||||||||||||||
Years ended December 31, (in thousands) |
Volume |
Rate |
Volume/rate |
Net |
||||||||||||
Interest-earning assets: |
||||||||||||||||
Loans |
$ |
(20 |
) |
$ |
(2,724 |
) |
$ |
2 |
|
$ |
(2,742 |
) | ||||
Mortgage backed securities |
|
844 |
|
|
(507 |
) |
|
(70 |
) |
|
267 |
| ||||
Other securities |
|
3,094 |
|
|
(1,119 |
) |
|
(715 |
) |
|
1,260 |
| ||||
Total |
|
3,918 |
|
|
(4,350 |
) |
|
(783 |
) |
|
(1,215 |
) | ||||
Interest-bearing liabilities: |
||||||||||||||||
Deposits |
|
1,892 |
|
|
(4,932 |
) |
|
(634 |
) |
|
(3,674 |
) | ||||
Borrowings |
|
606 |
|
|
(157 |
) |
|
(50 |
) |
|
399 |
| ||||
Total |
|
2,498 |
|
|
(5,089 |
) |
|
(684 |
) |
|
(3,275 |
) | ||||
Net change to interest income |
$ |
1,420 |
|
$ |
739 |
|
$ |
(99 |
) |
$ |
2,060 |
| ||||
Net interest and dividend income represents the difference between interest and dividends earned on loans and securities and interest paid on deposits and borrowings. The level of net interest income is a function of volume, rates and mix of both earning assets and interest-bearing liabilities. Net interest income can be adversely affected by changes in interest rate levels as determined by NewMils gap position, measured by the differences between the volume of assets and liabilities that are subject to re-pricing within different future time periods.
13
Interest Income
Total interest and dividend income decreased $1,215,000, or 3.2%, to $36.4 million in 2002. Loan income decreased $2,742,000, or 10.3%, primarily as a result of a lower average yield during the period. Average loans slightly decreased, by $0.3 million, or 0.1%, to $344.5 million, in 2002 as compared with 2001. The decrease in average loan yield, down 79 basis points, is due to lower market interest rates in 2002 and changes in portfolio mix. Investment income increased $1,527,000, or 13.9%, in 2002 as a result of higher average volume, offset, in part, by lower average yields. Average securities increased $64.6 million, or 36.9%, as a result of internal growth. The decrease in average investment yield, down 105 basis points, was due to lower reinvestment yields during 2002 and changes in portfolio mix.
Interest Expense
Interest expense decreased $3,275,000, or 19.7%, to $13.4 million in 2002 primarily as a result of lower rates paid, and changes in deposit mix, offset somewhat by higher average borrowings. Deposit expense decreased $3,674,000, or 25.0%, as a result of lower rates paid, offset somewhat by higher deposit volume and changes in deposit mix. Average interest-bearing deposits increased $54.0 million, or 12.8%, due to internal growth. Average NOW, money market, savings and certificate of deposit accounts increased $10.2 million, $19.3 million, $8.2 million and $16.3 million, respectively. The average cost of interest-bearing deposits decreased 118 basis points to 2.33%. Borrowings expense increased $399,000 as a result of higher average borrowings, up $14.1 million, offset by lower advance rates, down 36 basis points.
Provision and Allowance for Loan Losses
The following table sets forth changes in the allowance for loan losses and other selected statistics:
Years ended December 31, |
Six months ended December 31, |
Years ended June 30, |
||||||||||||||||||||||||||
(dollars in thousands) |
2002 |
2001 |
2000 |
2000 |
1999 |
2000 |
1999 |
|||||||||||||||||||||
Balance, beginning of period |
$ |
5,502 |
|
$ |
5,518 |
|
$ |
5,029 |
|
$ |
4,978 |
|
$ |
4,989 |
|
$ |
4,989 |
|
$ |
5,004 |
| |||||||
Provision (recoveries) for loan losses |
|
|
|
|
|
|
|
(391 |
) |
|
(416 |
) |
|
(495 |
) |
|
(470 |
) |
|
100 |
| |||||||
Allowance acquired from purchase of Nutmeg |
|
|
|
|
|
|
|
584 |
|
|
584 |
|
|
|
|
|
|
|
|
|
| |||||||
Charge-offs: |
||||||||||||||||||||||||||||
Real estate mortgages |
|
152 |
|
|
58 |
|
|
191 |
|
|
39 |
|
|
|
|
|
172 |
|
|
165 |
| |||||||
Commercial & industrial |
|
283 |
|
|
1 |
|
|
5 |
|
|
5 |
|
|
20 |
|
|
|
|
|
|
| |||||||
Consumer loans |
|
40 |
|
|
15 |
|
|
8 |
|
|
5 |
|
|
2 |
|
|
5 |
|
|
11 |
| |||||||
Total charge-offs |
|
475 |
|
|
74 |
|
|
204 |
|
|
49 |
|
|
22 |
|
|
177 |
|
|
176 |
| |||||||
Recoveries: |
||||||||||||||||||||||||||||
Real estate mortgages |
|
178 |
|
|
18 |
|
|
9 |
|
|
4 |
|
|
1 |
|
|
631 |
|
|
52 |
| |||||||
Commercial & industrial |
|
40 |
|
|
20 |
|
|
487 |
|
|
417 |
|
|
554 |
|
|
|
|
|
|
| |||||||
Consumer loans |
|
5 |
|
|
20 |
|
|
4 |
|
|
|
|
|
2 |
|
|
5 |
|
|
9 |
| |||||||
Total recoveries |
|
223 |
|
|
58 |
|
|
500 |
|
|
421 |
|
|
557 |
|
|
636 |
|
|
61 |
| |||||||
Net charge-offs (recoveries) |
|
252 |
|
|
16 |
|
|
(296 |
) |
|
(372 |
) |
|
(535 |
) |
|
(459 |
) |
|
115 |
| |||||||
Balance, end of period |
$ |
5,250 |
|
$ |
5,502 |
|
$ |
5,518 |
|
$ |
5,518 |
|
$ |
5,029 |
|
$ |
4,978 |
|
$ |
4,989 |
| |||||||
Ratio of allowance for loan losses: to non-performing loans |
|
342.0 |
% |
|
315.3 |
% |
|
346.8 |
% |
|
346.8 |
% |
|
267.2 |
% |
|
584.3 |
% |
|
403.6 |
% | |||||||
to total gross loans |
|
1.5 |
|
|
1.6 |
|
|
1.6 |
|
|
1.6 |
|
|
2.3 |
|
|
2.2 |
|
|
2.3 |
| |||||||
Loan loss provision (recoveries) to average loans |
|
|
|
|
|
|
|
(0.1 |
) |
|
(0.2 |
) |
|
(0.2 |
) |
|
(0.2 |
) |
|
0.1 |
| |||||||
Ratio of net charge-offs (recoveries) to average loans outstanding |
|
0.1 |
|
|
|
|
|
(0.1 |
) |
|
(0.2 |
) |
|
(0.2 |
) |
|
(0.2 |
) |
|
0.1 |
|
NewMil had no provision for loan losses in 2002 and in 2001 and a negative provision for loan losses of $391,000
14
in 2000, due to a $416,000 recovery from a previously charged off loan. In addition, $584,000 was added to the allowance in November 2000 as a result of the Nutmeg acquisition. The following table provides a summary of loan loss provision and net charge-off data activity since 1991.
Years ended December 31, |
Six months ended December 31, |
Fiscal years(a) |
Fiscal years(a) |
|||||||||||||||||
(dollars in thousands) |
2002 |
2001 |
2000 |
1995-2000 |
1991-1994 |
|||||||||||||||
Average loans |
$ |
344,447 |
|
$ |
344,738 |
|
$ |
262,761 |
|
$ |
174,016 |
|
$ |
145,103 |
| |||||
Provision for loan losses |
|
|
|
|
|
|
|
(416 |
) |
|
1,080 |
|
|
16,544 |
| |||||
(Charge-offs) recoveries, net |
|
(252 |
) |
|
(16 |
) |
|
372 |
|
|
(1,348 |
) |
|
(12,659 |
) | |||||
Ratios of (annualized): |
||||||||||||||||||||
Net charge-offs to average loans |
|
0.07 |
% |
|
0.00 |
% |
|
-0.14 |
% |
|
0.13 |
% |
|
2.18 |
% | |||||
Loan loss provision to average loans |
|
0.00 |
|
|
0.00 |
|
|
-0.16 |
|
|
0.10 |
|
|
2.85 |
| |||||
Loan loss provision to net charge-offs |
|
0.00 |
|
|
0.00 |
|
|
111.83 |
|
|
80.12 |
|
|
130.69 |
|
(a) | Fiscal years ended June 30th. |
During the period from 1995 to 2001 an improving economic climate and prudent credit risk management resulted in a significant decline in net charge-offs, as compared with the period from 1991 to 1994, during which time many of NewMils borrowers experienced financial difficulties. In 2002 NewMils net charge-offs were $252,000 compared to $16,000 for the twelve months ended December 31, 2001. During the preceding six and one half fiscal years, from 1995 through 2000, net charge-offs averaged $150,000 annually (adjusted for a $372,000 net recovery during the six months ended December 31, 2000) as compared to $3,165,000 annually for fiscal years 1991 through 1994. Due to the large losses and high level of non-performing assets through and as of June 30, 1994 the allowance for loan losses at that date was $5,246,000. Over the next six years the provision was $268,000 less than charge-offs. In 2001 and 2002 net charge-offs were $268,000 and there was no provision for loan losses.
The following table provides a comparison of allowance for loan losses and non-performing assets data for 2002, 2001 with historical data from 2000, 1994, 1991 and 1990, which demonstrates the wide range in levels of non-performing assets and net charge-offs over these periods.
December 31, |
June 30, |
|||||||||||||||||||||||
(dollars in thousands) |
2002 |
2001 |
2000 |
1994 |
1991 |
1990 |
||||||||||||||||||
Loans, net |
$ |
347,215 |
|
$ |
340,368 |
|
$ |
223,734 |
|
$ |
141,775 |
|
$ |
152,973 |
|
$ |
160,319 |
| ||||||
Allowance for loan losses |
|
5,250 |
|
|
5,502 |
|
|
4,978 |
|
|
5,246 |
|
|
4,006 |
|
|
1,361 |
| ||||||
Non-performing assets |
|
1,535 |
|
|
1,861 |
|
|
1,218 |
|
|
13,685 |
|
|
21,824 |
|
|
17,341 |
| ||||||
Ratios of: |
||||||||||||||||||||||||
Allowance to gross loans |
|
1.49 |
% |
|
1.59 |
% |
|
2.18 |
% |
|
3.57 |
% |
|
2.55 |
% |
|
0.84 |
% | ||||||
Non-performing assets to gross loans |
|
0.44 |
|
|
0.54 |
|
|
0.53 |
|
|
9.31 |
|
|
13.90 |
|
|
10.73 |
|
Improvement in loan quality during 2002, offset in part by modest loan portfolio growth of $6.8 million, enabled NewMil to lower its allowance for loan losses as a percentage of total loans, and resulted in no loan loss provision for the year. During 2002 the ratio of the allowance for loan losses to total loans declined to 1.49% at December 31, 2002 from 1.59% at December 31, 2001 and 2.18% at June 30, 2000. For 2002 the ratio of non-performing loans to total loans continued to remain historically low, 0.44% at December 31, 2002, compared with 0.50% at December 31, 2001 and 0.37% at June 30, 2000. The ratio of past due loans (including non-performing loans) to total loans rose to 0.99% at December 31, 2002 compared with 0.67% at December 31, 2001 and 0.97% at June 30, 2000. For additional discussion on loan quality see Non-performing Assets.
The following table sets forth the allocation of the allowance for loan losses among the broad categories of the loan
15
portfolio and the percentage of loans in each category to total loans. Although the allowance has been allocated among loan categories for purposes of the table, it is important to recognize that the allowance is applicable to the entire portfolio. Furthermore, charge-offs in the future may not necessarily occur in these amounts or proportions.
December 31, 2002 |
December 31, 2001 |
December 31, 2000 |
||||||||||||||||
(dollars in thousands) |
Allowance |
Loans(a) |
Allowance |
Loans(a) |
Allowance |
Loans(a) |
||||||||||||
Real Estate Mortgages |
||||||||||||||||||
Residential 1-to-4 family |
$ |
843 |
56.0 |
% |
$ |
824 |
52.2 |
% |
$ |
942 |
55.6 |
% | ||||||
Residential 5-or-more family |
|
420 |
2.8 |
|
|
790 |
4.2 |
|
|
477 |
5.8 |
| ||||||
Commercial |
|
2,540 |
27.8 |
|
|
1,740 |
23.8 |
|
|
2,145 |
18.6 |
| ||||||
Land & land development |
|
102 |
0.6 |
|
|
196 |
0.9 |
|
|
319 |
1.0 |
| ||||||
Home equity credit |
|
582 |
8.1 |
|
|
576 |
9.4 |
|
|
604 |
7.1 |
| ||||||
Total mortgage loans |
|
4,487 |
95.3 |
|
|
4,126 |
90.5 |
|
|
4,487 |
88.1 |
| ||||||
Commercial & industrial |
|
694 |
4.1 |
|
|
796 |
8.6 |
|
|
609 |
10.8 |
| ||||||
Installment |
|
36 |
0.2 |
|
|
46 |
0.3 |
|
|
42 |
0.6 |
| ||||||
Collateral & other |
|
|
0.4 |
|
|
0 |
0.6 |
|
|
19 |
0.5 |
| ||||||
General unallocated |
|
33 |
0.0 |
|
|
534 |
0.0 |
|
|
361 |
0.0 |
| ||||||
Total allowance |
$ |
5,250 |
100.0 |
|
$ |
5,502 |
100.0 |
|
$ |
5,518 |
100.0 |
| ||||||
June 30, 2000 |
June 30, 1999 |
June 30, 1998 |
||||||||||||||||
(dollars in thousands) |
Allowance |
Loans(a) |
Allowance |
Loans(a) |
Allowance |
Loans(a) |
||||||||||||
Real Estate Mortgages |
||||||||||||||||||
Residential |
||||||||||||||||||
1-to-4 family |
$ |
666 |
57.2 |
% |
$ |
959 |
59.8 |
% |
$ |
978 |
50.8 |
% | ||||||
5-or-more family |
|
548 |
1.8 |
|
|
461 |
2.9 |
|
|
694 |
3.3 |
| ||||||
Commercial |
|
1,075 |
22.6 |
|
|
1,937 |
17.4 |
|
|
2,026 |
20.8 |
| ||||||
Land & land development |
|
374 |
0.9 |
|
|
258 |
1.1 |
|
|
440 |
2.1 |
| ||||||
Home equity credit |
|
474 |
8.8 |
|
|
195 |
9.0 |
|
|
212 |
12.6 |
| ||||||
Total mortgage loans |
|
3,137 |
91.3 |
|
|
3,810 |
90.2 |
|
|
4,350 |
89.6 |
| ||||||
Commercial & industrial |
|
928 |
7.6 |
|
|
239 |
8.5 |
|
|
188 |
8.5 |
| ||||||
Installment |
|
45 |
0.4 |
|
|
18 |
0.4 |
|
|
24 |
0.7 |
| ||||||
Collateral |
|
16 |
0.7 |
|
|
0 |
0.9 |
|
|
0 |
1.2 |
| ||||||
General unallocated |
|
852 |
0.0 |
|
|
922 |
0.0 |
|
|
442 |
0.0 |
| ||||||
Total allowance |
$ |
4,978 |
100.0 |
|
$ |
4,989 |
100.0 |
|
$ |
5,004 |
100.0 |
| ||||||
(a) | Percent of loans in each category to total loans. |
NewMil determines its allowance and provisions for loan losses based upon a detailed evaluation of the loan portfolio through a process which considers numerous factors, including estimated credit losses based upon internal and external portfolio reviews, delinquency levels and trends, estimates of the current value of underlying collateral, concentrations, portfolio volume and mix, changes in lending policy, current economic conditions and historical loan loss experience over a 10-to-15 year economic cycle, and examinations performed by regulatory authorities. Determining the level of the allowance at any given period is difficult, particularly during deteriorating or uncertain economic periods, and therefore management takes a relatively long view of loan loss asset quality measures. Management must make estimates using assumptions and information that are often subjective and changing rapidly. The review of the loan portfolio is a continuing event in the light of a changing economy and the dynamics of the banking and regulatory environment. In managements judgment NewMil remains adequately reserved both against total loans and non-performing loans at December 31, 2002.
The allowance for loan losses is reviewed and approved by the Banks Board of Directors on a quarterly basis. The allowance for loan losses is computed by segregating the portfolio into various risk rating and product categories. Some loans have been further segregated and carry specific reserve amounts. All other loans that do not have specific reserves assigned are reserved based on a loss percentage assigned to the outstanding balance. The percentage applied to the outstanding balance varies depending on the loans risk rating and product category, as well as present and prospective economic conditions which have or may adversely affect the financial capacity
16
and/or collateral values supporting the loan.
During 2002 management refined its distribution process for allocating reserves. This refinement resulted in an increased distribution of reserves to those portions of the portfolio from that which was previously categorized as general unallocated. Management also determined, based on its review of all components of the Banks loan portfolio, economic data, industry trends and other factors, that the remaining general unallocated portion of the allowance for loan losses was adequate at December 31, 2002.
In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Banks allowance for loan losses. Such agencies could require the Bank to recognize additions to the allowance based on their judgments of information available to them at the time of their examination. The Bank was examined by the FDIC in February 2001 and the State of Connecticuts Department of Banking in June 2002 and no additions to the allowance were requested as a result of these examinations.
Non-Interest Income
Non-interest income increased $687,000 or 22.5%, in 2002, due primarily to the purchase of bank-owned life insurance in 2002, and to internal growth. The principal categories of non-interest income are as follows:
Years ended December 31, (dollars in thousands) |
2002 |
2001 |
Change |
|||||||||||
Service charges on deposit accounts |
$ |
2,320 |
|
$ |
2,089 |
$ |
231 |
|
11.1 |
% | ||||
Gains on sales of loans, net |
|
574 |
|
|
406 |
|
168 |
|
41.4 |
| ||||
Loss on sales of OREO |
|
(43 |
) |
|
|
|
(43 |
) |
(100.0 |
) | ||||
Loan servicing |
|
70 |
|
|
134 |
|
(64 |
) |
47.8 |
| ||||
Increase in cash surrender value of bank owned Life insurance |
|
475 |
|
|
|
|
475 |
|
100.0 |
| ||||
Other |
|
349 |
|
|
429 |
|
(80 |
) |
(18.6 |
) | ||||
Total non-interest income |
$ |
3,745 |
|
$ |
3,058 |
$ |
687 |
|
22.5 |
% | ||||
The increase in service charges on deposit accounts in 2002 reflects increased transaction volume resulting from growth in transaction deposit accounts. The increase in gains from sales of residential mortgage loans resulted from increased loan sales, $34.5 million in 2002 compared with $24.8 million in 2001. Loans sold into the secondary market are pre-arranged on a loan by loan basis prior to closing and are sold servicing released. The decrease in loan servicing fees in 2002 results from portfolio run-off. The loss on sales of OREO in 2002 resulted from the sale of three OREO properties. The decrease in loan servicing fees is attributable to the decline of the outstanding loan servicing portfolio from $23.9 million at December 31, 2002, from $33.2 million at December 31, 2001. NewMil did not acquire any loan servicing assets during 2002. Also contributing during 2002 was the increase in cash surrender value of bank owned life insurance, which the Bank acquired in 2002 to offset certain supplemental executive retirement benefits granted in 2002. Other non-interest income declined in 2002 primarily due to lower commissions received on official checks and money orders.
Operating Expenses
Operating expenses increased $1,559,000, or 10.2%, in 2002. The principal categories of operating expenses are as follows:
Years ended December 31, (dollars in thousands) |
2002 |
2001 |
Change |
||||||||||
Salaries |
$ |
7,395 |
$ |
6,729 |
$ |
666 |
|
9.9 |
% | ||||
Employee benefits |
|
1,589 |
|
931 |
|
658 |
|
70.7 |
| ||||
Occupancy |
|
1,392 |
|
1,313 |
|
79 |
|
6.0 |
| ||||
Equipment |
|
1,179 |
|
1,185 |
|
(6 |
) |
(0.5 |
) | ||||
Marketing |
|
633 |
|
510 |
|
123 |
|
24.1 |
| ||||
Professional, collection and OREO |
|
851 |
|
813 |
|
38 |
|
4.7 |
| ||||
Amortization of intangible assets |
|
287 |
|
654 |
|
(367 |
) |
(56.1 |
) | ||||
Other operating |
|
3,524 |
|
3,156 |
|
368 |
|
11.7 |
| ||||
Total operating expenses |
$ |
16,850 |
$ |
15,291 |
$ |
1,559 |
|
10.2 |
% | ||||
17
The increase in salaries in 2002 was due primarily to annual salary increases, higher incentive compensation awards and increased commissions related to increased originations of residential mortgage loans. The increase in employee benefits in 2002 resulted from a $399,000 decrease in net periodic pension income, primarily due to the change in discount rate assumption and a decline in the market value of NewMils frozen defined benefit pension plans assets, increased payroll taxes and 401K expense due to increased salaries, and additional supplemental executive retirement benefit expenses in 2002. The increase in occupancy expense was due to higher utilities, building maintenance, repairs, cleaning and depreciation expense. Marketing expense increased as a result of deposit advertising campaigns in 2002 to aid in the promotion of the Banks deposit products. The increase in professional fees was primarily associated with increased corporate legal matters, and consulting activities in 2002 related to certain cost control initiatives. The amortization of intangible assets for 2001 included a full years amortization of goodwill and core deposit intangibles arising from the Nutmeg acquisition in November 2000, compared with the discontinuance of the amortization of goodwill during 2002 due to the implementation of FASB 142. Increases in operating expenses also resulted from internally generated growth in the Banks assets.
Income Taxes
Net income for 2002 included an income tax provision of $3,122,000, for an effective tax rate of 31.3%, as compared with a 2001 income tax provision of $3,158,000, for an effective tax rate of 36.0%. The effective tax rate was less than the 34% federal statutory rate due to an increase in tax exempt income and the reduction of non-deductible goodwill expense and other related matters. For further information on income taxes see Note 8 of Notes to Consolidated Financial Statements.
Comparison of the Years Ended December 31, 2001 and 2000
Analysis of Net Interest and Dividend Income
Net interest income increased $5,906,000, or 39.1%, to $21,017,000 in 2001. This resulted from a $136.0 million increase in average earning assets and, to a lesser extent, an 11 basis point increase in the net interest margin. The increase in earning assets is due primarily to the Nutmeg acquisition in November 2000, and internal growth. The net interest margin increased to 4.05% from 3.94%. This increase was due mostly to the effects of lower market interest rates during 2001 as compared with 2000 and to changes in deposit pricing and balance sheet mix. The following table sets forth the components of NewMils net interest income and yields on average interest-earning assets and interest-bearing funds.
18
Years ended December 31, |
Average balance |
Income/expense |
Average yield/rate |
|||||||||||||||
(dollars in thousands) |
2001 |
2000 |
2001 |
2000 |
2001 |
2000 |
||||||||||||
Loans(a) |
$ |
344,738 |
$ |
242,141 |
|
26,685 |
|
19,592 |
7.74 |
% |
8.09 |
% | ||||||
Mortgage backed securities(b) |
|
94,156 |
|
88,585 |
|
6,128 |
|
5,919 |
6.51 |
|
6.68 |
| ||||||
Other securities(b)(c) |
|
80,681 |
|
52,829 |
|
4,835 |
|
3,368 |
5.99 |
|
6.38 |
| ||||||
Total earning assets |
|
519,575 |
|
383,555 |
|
37,648 |
|
28,879 |
7.25 |
|
7.53 |
| ||||||
Other assets |
|
38,041 |
|
16,212 |
||||||||||||||
Total assets |
$ |
557,616 |
$ |
399,767 |
||||||||||||||
NOW accounts |
$ |
57,479 |
$ |
41,796 |
|
629 |
|
474 |
1.09 |
|
1.13 |
| ||||||
Money market accounts |
|
116,688 |
|
81,152 |
|
3,514 |
|
2,990 |
3.01 |
|
3.69 |
| ||||||
Savings & other |
|
66,310 |
|
50,596 |
|
1,472 |
|
1,237 |
2.22 |
|
2.44 |
| ||||||
Certificates of deposit |
|
179,635 |
|
135,221 |
|
9,108 |
|
7,180 |
5.07 |
|
5.31 |
| ||||||
Total interest-bearing deposits |
|
420,112 |
|
308,765 |
|
14,723 |
|
11,881 |
3.51 |
|
3.85 |
| ||||||
Borrowings |
|
44,513 |
|
29,958 |
|
1,908 |
|
1,887 |
4.29 |
|
6.30 |
| ||||||
Total interest-bearing funds |
|
464,625 |
|
338,723 |
|
16,631 |
|
13,768 |
3.58 |
|
4.07 |
| ||||||
Demand deposits |
|
38,330 |
|
22,379 |
||||||||||||||
Other liabilities |
|
5,410 |
|
2,962 |
||||||||||||||
Shareholders equity |
|
49,251 |
|
35,703 |
||||||||||||||
Total liabilities & shareholders equity |
$ |
557,616 |
$ |
399,767 |
||||||||||||||
Net interest income |
$ |
21,017 |
$ |
15,111 |
||||||||||||||
Spread on interest-bearing funds |
3.67 |
|
3.46 |
| ||||||||||||||
Net interest margin (d) |
4.05 |
|
3.94 |
|
(a) | Includes non-accrual loans. |
(b) | Average balances of investments are based on historical cost. |
(c) | Includes interest-bearing deposits in other banks and federal funds sold. |
(d) | Net interest income divided by average interest-earning assets. |
The following table sets forth the changes in interest due to volume and rate.
2001 versus 2000 | ||||||||||||||
Change in interest due to | ||||||||||||||
Years ended December 31, (in thousands) |
Volume |
Rate |
Volume/rate |
Net | ||||||||||
Interest-earning assets: |
||||||||||||||
Loans |
$ |
8,301 |
$ |
(849 |
) |
$ |
(359 |
) |
$ |
7,093 | ||||
Mortgage backed securities |
|
372 |
|
(153 |
) |
|
(10 |
) |
|
209 | ||||
Other securities |
|
1,776 |
|
(202 |
) |
|
(107 |
) |
|
1,467 | ||||
Total |
|
10,449 |
|
(1,204 |
) |
|
(476 |
) |
|
8,769 | ||||
Interest-bearing liabilities: |
||||||||||||||
Deposits |
|
4,285 |
|
(1,061 |
) |
|
(382 |
) |
|
2,842 | ||||
Borrowings |
|
917 |
|
(603 |
) |
|
(293 |
) |
|
21 | ||||
Total |
|
5,202 |
|
(1,664 |
) |
|
(675 |
) |
|
2,863 | ||||
Net change to interest income |
$ |
5,247 |
$ |
460 |
|
$ |
199 |
|
$ |
5,906 | ||||
Interest Income
Total interest and dividend income increased $8,769,000, or 30.4%, to $37.6 million in 2001. Loan income increased $7,093,000, or 36.2%, as a result of higher loan volume offset somewhat by a lower average yield. Average loans increased $102.6 million, or 42.4%, to $344.7 million in 2001 as compared with 2000, due to the
19
Nutmeg acquisition in 2000 and, to a lesser extent, internal growth. The decrease in average loan yield, down 35 basis points, is due to lower market interest rates in 2001 and changes in portfolio mix. Investment income increased $1,676,000, or 18.1%, in 2001 as a result of higher average volume, offset, in part, by lower average yields. Average securities increased $33.4 million, or 23.6%, as a result of internal growth. The decrease in average investment yield, down 30 basis points, was due to lower reinvestment yields during 2001 and changes in portfolio mix.
Interest Expense
Interest expense increased $2,863,000, or 20.8%, to $16.6 million in 2001 primarily as a result of the Nutmeg acquisition, changes in deposit mix and higher average borrowings. Deposit expense increased $2,842,000, or 23.9%, as a result of higher deposit volume and changes in deposit mix offset, to a lesser degree, by lower deposit rates. Average interest-bearing deposits increased $111.3 million, or 36.1%, due to the Nutmeg acquisition in 2000 and internal growth. NOW accounts increased $15.7 million, or 37.5%, money market accounts increased $35.5 million, or 43.8%, savings accounts increased $15.7 million, or 31.1%, and certificates of deposits increased $44.4 million, or 32.8%. The average cost of interest-bearing deposits decreased 34 basis points to 3.51%. Borrowings expense increased $21,000 as a result of higher average borrowings, up $14.6 million, offset by lower advance rates, down 201 basis points.
Provision and Allowance for Loan Losses
NewMil had no provision for loan losses in 2001 and a negative provision for loan losses of $391,000 in 2000, due to a $416,000 recovery from a previously charged off loan. In addition, $584,000 was added to the allowance in November 2000 as a result of the Nutmeg acquisition.
Over the past several years a favorable economic climate and prudent credit risk management have resulted in a significant decline in net charge-offs, as compared with the period from 1991 to 1994, during which time many of NewMils borrowers experienced financial difficulties. In 2001 NewMils net charge-offs were only $16,000, compared with a net recovery of $372,000 for the six months ended December 31, 2000. During the preceding six fiscal years, from 1995 through 2000, net charge-offs totaled $976,000.
Non-Interest Income
Non-interest income increased $922,000 or 43.2%, in 2001, due primarily to the Nutmeg acquisition in November 2000 and to internal growth. The principal categories of non-interest income are as follows:
Years ended December 31, (dollars in thousands) |
2001 |
2000 |
Change |
||||||||||
Service charges on deposit accounts |
$ |
2,089 |
$ |
1,465 |
$ |
624 |
|
42.6 |
% | ||||
Gains on sales of loans, net |
|
406 |
|
156 |
|
250 |
|
160.3 |
| ||||
Gains on sales of OREO |
|
|
|
62 |
|
(62 |
) |
(100.0 |
) | ||||
Loan servicing |
|
134 |
|
75 |
|
59 |
|
78.7 |
| ||||
Other |
|
429 |
|
378 |
|
51 |
|
13.5 |
| ||||
Total non-interest income |
$ |
3,058 |
$ |
2,136 |
$ |
922 |
|
43.2 |
% | ||||
The increase in service charges on deposit accounts in 2001 reflects increased transaction volume resulting from both growth in transaction deposit accounts and accounts added with the Nutmeg purchase. The increase in gains from sales of residential mortgage loans resulted from increased loan sales, $24.8 million in 2001 compared with $8.8 million in 2000. Loans sold into the secondary market are generally pre-arranged on a loan-by-loan basis prior to closing and are sold servicing released. The increase in loan servicing fees in 2001 resulted from the acquisition of a $24.1 million loan servicing portfolio with the Nutmeg purchase, offset by portfolio run-off. At December 31, 2001 NewMils loan servicing portfolio totaled $33.2 million, down from $38.3 million at December 31, 2000. NewMil did not acquire any loan servicing assets during 2001.
Operating Expenses
Operating expenses increased $1,509,000, or 35.5%, in 2001, due primarily to the Nutmeg acquisition in November 2000. The principal categories of operating expenses are as follows:
20
Years ended December 31, (dollars in thousands) |
2001 |
2000 |
Change |
||||||||||
Salaries |
$ |
6,729 |
$ |
5,287 |
$ |
1,442 |
|
27.3 |
% | ||||
Employee benefits |
|
931 |
|
229 |
|
702 |
|
306.4 |
| ||||
Occupancy |
|
1,313 |
|
1,083 |
|
230 |
|
17.5 |
| ||||
Equipment |
|
1,185 |
|
1,208 |
|
(23 |
) |
1.9 |
| ||||
Marketing |
|
510 |
|
714 |
|
(204 |
) |
(28.6 |
) | ||||
Professional, collection and OREO |
|
813 |
|
474 |
|
339 |
|
71.5 |
| ||||
Amortization of intangible assets |
|
654 |
|
82 |
|
572 |
|
697.6 |
| ||||
Other operating |
|
3,156 |
|
2,208 |
|
948 |
|
42.9 |
| ||||
Total operating expenses |
$ |
15,291 |
$ |
11,285 |
$ |
4,006 |
|
35.5 |
% | ||||
The increase in salaries in 2001 was due primarily to annual salary increases, higher incentive compensation awards, increases in staffing and staff added with the Nutmeg purchase. The increase in employee benefits in 2001 resulted from a $273,000 decrease in net periodic pension income from NewMils frozen defined benefit pension plan (the plan), and to increased medical, 401K and other benefits costs due to increased staffing, due primarily to the Nutmeg acquisition. Employee benefit expense for 2000 also benefited from an $80,000 recovery from the settlement of a medical claim dispute with a third party. The increase in occupancy expense was due to higher real estate taxes, rent, utilities and depreciation expense associated mainly with the Nutmeg purchase. Marketing expense decreased as a result of one-time advertising campaigns in 2000 to promote the name change of NewMils subsidiary bank to NewMil Bank, and the Nutmeg acquisition. The increase in professional fees was primarily associated with increased loan collection costs, benefits consulting in 2001 and consulting on cost control initiatives. Amortization of intangible assets for 2001 included a full years amortization for goodwill and core deposit intangibles arising from the Nutmeg acquisition in November 2000, compared with only two months of amortization in 2000. Changes in other operating expenses also result from the Nutmeg acquisition and other internally generated growth in the Banks assets.
Income Taxes
Net income for 2001 included an income tax provision of $3,158,000, for an effective tax rate of 36.0%, as compared with a 2000 income tax provision of $2,236,000 for an effective tax rate of 35.2%. The effective tax rate exceeded the 34% federal statutory rate due to the non-deductible nature of goodwill. For further information on income taxes see Note 8 of Notes to Consolidated Financial Statements.
Comparison of the Six Month Periods Ended December 31, 2000 and 1999
NewMil earned net income of $2,006,000, or $0.50 per share, for the six month period ended December 31, 2000, compared with net income of $1,904,000, or $0.50 per share, for the six month period ended December 31, 1999. Net income for the 2000 period included certain one-time expenses related to the Nutmeg acquisition, the change in the name of the subsidiary NewMil Bank and the change in NewMils fiscal year-end. NewMil incurred expenses of $370,000 associated with the Banks name change and an advertising campaign related to both the name change and the Nutmeg acquisition. Expenses related to the acquisition totaled $108,000 and included the cost of converting Nutmeg data systems and certain employee payments. These expenses were offset in part by a negative loan loss provision of $416,000 due to the recovery of a previously charged-off loan.
Analysis of Net Interest and Dividend Income
Net interest income increased $1,046,000, or 15.2%, to $7,908,000 for the six month period ended December 31, 2000. This resulted from a $73.3 million increase in average earning assets for the period, offset in part by a 22 basis point decrease in the net interest margin. The increase in earning assets was due primarily to the Nutmeg acquisition in November 2000. The net interest margin decreased to 3.86% from 4.08%, due mostly to the effects of higher market interest rates during 2000 as compared with 1999, and to changes in deposit pricing and balance sheet mix. The following table sets forth the components of NewMils net interest income and yields on average interest-earning assets and interest-bearing funds.
21
Six months ended December 31, |
Average balance |
Income/expense |
Average yield/rate |
|||||||||||||||
(dollars in thousands) |
2000 |
1999 |
2000 |
1999 |
2000 |
1999 |
||||||||||||
Loans(a) |
$ |
262,761 |
$ |
217,313 |
$ |
10,833 |
$ |
8,349 |
8.25 |
% |
7.68 |
% | ||||||
Mortgage backed securities(b) |
|
88,191 |
|
86,839 |
|
2,963 |
|
2,782 |
6.72 |
|
6.41 |
| ||||||
Other securities(b)(c) |
|
58,746 |
|
32,251 |
|
1,913 |
|
875 |
6.51 |
|
5.43 |
| ||||||
Total earning assets |
|
409,698 |
|
336,403 |
|
15,709 |
|
12,006 |
7.67 |
|
7.14 |
| ||||||
Other assets |
|
20,600 |
|
10,733 |
||||||||||||||
Total assets |
$ |
430,298 |
$ |
347,136 |
||||||||||||||
NOW accounts |
$ |
43,701 |
$ |
36,464 |
|
249 |
|
209 |
1.14 |
|
1.15 |
| ||||||
Money market accounts |
|
91,555 |
|
72,311 |
|
1,866 |
|
1,062 |
4.08 |
|
2.94 |
| ||||||
Savings & other |
|
52,137 |
|
48,827 |
|
647 |
|
595 |
2.48 |
|
2.44 |
| ||||||
Certificates of deposit |
|
144,095 |
|
124,198 |
|
4,027 |
|
2,920 |
5.59 |
|
4.70 |
| ||||||
Total interest-bearing deposits |
|
331,488 |
|
281,800 |
|
6,789 |
|
4,786 |
4.10 |
|
3.40 |
| ||||||
Borrowings |
|
31,390 |
|
11,750 |
|
1,012 |
|
358 |
6.45 |
|
6.09 |
| ||||||
Total interest-bearing funds |
|
362,878 |
|
293,550 |
|
7,801 |
|
5,144 |
4.30 |
|
3.51 |
| ||||||
Demand deposits |
|
25,360 |
|
18,720 |
||||||||||||||
Other liabilities |
|
3,805 |
|
1,689 |
||||||||||||||
Shareholders equity |
|
38,255 |
|
33,177 |
||||||||||||||
Total liabilities & shareholders equity |
$ |
430,298 |
$ |
347,136 |
||||||||||||||
Net interest income |
$ |
7,908 |
$ |
6,862 |
||||||||||||||
Spread on interest-bearing funds |
3.37 |
|
3.63 |
| ||||||||||||||
Net interest margin(d) |
3.86 |
|
4.08 |
|
(a) | Includes non-accrual loans. |
(b) | Average balances of investments are based on historical cost. |
(c) | Includes interest-bearing deposits in other banks and federal funds sold. |
(d) | Net interest income divided by average interest-earning assets. |
The following table sets forth the changes in interest due to volume and rate.
2000 versus 1999 | |||||||||||||
Change in interest due to | |||||||||||||
Six months ended December 31, (in thousands) |
Volume |
Rate |
Volume/rate |
Net | |||||||||
Interest-earning assets: |
|||||||||||||
Loans |
$ |
1,746 |
$ |
610 |
|
$ |
128 |
$ |
2,484 | ||||
Mortgage backed securities |
|
43 |
|
136 |
|
|
2 |
|
181 | ||||
Other securities |
|
719 |
|
175 |
|
|
144 |
|
1,038 | ||||
Total |
|
2,508 |
|
921 |
|
|
274 |
|
3,703 | ||||
Interest-bearing liabilities: |
|||||||||||||
Deposits |
|
844 |
|
985 |
|
|
174 |
|
2,003 | ||||
Borrowings |
|
598 |
|
21 |
|
|
35 |
|
654 | ||||
Total |
|
1,442 |
|
1,006 |
|
|
209 |
|
2,657 | ||||
Net change to interest income |
$ |
1,066 |
$ |
(85 |
) |
$ |
65 |
$ |
1,046 | ||||
Interest Income
Total interest and dividend income increased $3,703,000, or 30.8%, to $15.7 million for the 2000 period. Loan income increased $2,484,000, or 29.8%, as a result of higher loan volume and a higher average yield. Average loans increased $45.4 million, or 20.9%, to $262.8 million in 2000 as compared with 1999, due to internal growth and the Nutmeg acquisition. The increase in average loan yield, up 57 basis points, was due to higher market interest rates in 2000 and changes in portfolio mix. Investment income increased $1,219,000, or 33.3%, in 2000
22
as a result of higher average volume and higher average yields. Average securities increased $27.8 million, or 23.4%. The increase in average investment yield, up 49 basis points, was due to higher reinvestment yields during 2000 and changes in portfolio mix.
Interest Expense
Interest expense increased $2,657,000, or 51.7%, to $7.8 million for the 2000 period primarily as a result of the Nutmeg acquisition, changes in deposit mix, higher average borrowings and higher market interest rates. Deposit expense increased $2,003,000, or 41.9%, as a result of higher deposit volume, higher deposit rates and changes in deposit mix. Average interest-bearing deposits increased $49.7 million, or 17.6%. NOW accounts increased $7.2 million, or 19.9%, money market accounts increased $19.2 million, or 26.6%, savings accounts increased $3.3 million, or 6.8%, and certificates of deposits increased $19.9 million, or 16.0%. The average cost of interest-bearing deposits increased 70 basis points to 4.10%. Borrowings expense increased $654,000 as a result of higher average borrowings, up $19.6 million, and a higher cost of borrowings, up 36 basis points.
Provision and Allowance for Loan Losses
NewMil had negative provisions for loan losses of $416,000 and $495,000 for the six month periods ended December 31, 2000 and 1999, respectively, due to cash recoveries from a previously charged-off loan. Excluding these recoveries, NewMils provision for loan losses would have been $0 and $50,000 for the 2000 and 1999 periods, respectively. In addition, $584,000 was added to the allowance in 2000 as a result of the Nutmeg acquisition. Over the past several years the benefits from a steady improvement in loan quality, offset in part by effect of modest loan portfolio growth, has enabled NewMil to reduce its provision for loan losses. During the six months ended December 31, 2000 gross loans increased by $109.7 million, including $99.5 million acquired with Nutmeg, of which 53% represented 1-to-4 family residential mortgage loans, 42% represented commercial mortgage, commercial and industrial, and residential multifamily loans and 5% represented home equity and other loan categories.
Non-Interest Income
Non-interest income increased $241,000 or 25.6%, for the six month period ended December 31, 2000. This increase was attributable to increased revenue from services charges, the elimination of a loss on the sale of securities and offset by a gain from the sale of a branch in 1999. The principal categories of non-interest income are as follows:
Six months ended December 31, (dollars in thousands) |
2000 |
1999 |
Change |
|||||||||||
Service charges on deposit accounts |
$ |
808 |
$ |
672 |
|
$ |
136 |
|
20.2 |
% | ||||
Gains on sales of loans, net |
|
93 |
|
84 |
|
|
9 |
|
10.7 |
| ||||
Losses on sales of securities, net |
|
|
|
(109 |
) |
|
109 |
|
100.0 |
| ||||
Gain on sale of branch |
|
|
|
75 |
|
|
(75 |
) |
(100.0 |
) | ||||
Gains on sales of OREO |
|
39 |
|
23 |
|
|
16 |
|
69.6 |
| ||||
Loan servicing |
|
43 |
|
34 |
|
|
9 |
|
26.5 |
| ||||
Other |
|
200 |
|
163 |
|
|
37 |
|
22.7 |
| ||||
Total non-interest income |
$ |
1,183 |
$ |
942 |
|
$ |
241 |
|
25.6 |
% | ||||
The increase in service charges on deposit accounts in 2000 reflected increased transaction volume resulting from both growth in transaction deposit accounts and accounts added with the Nutmeg purchase. The increase in gains from sales of residential mortgage loans resulted from loan sales of $5.3 million in 2000 compared with $4.6 million in 1999. The 1999 loss from security sales related to the sale of three mortgage backed securities that experienced higher than expected prepayment speeds. The Bank did not sell any securities during the 2000 period. The gain from the sale of a branch in 1999 related to the receipt of an additional sale premium resulting from certain competitive events not occurring within a time frame stipulated in the sale agreement for the Winsted Branch, sold in May 1999. The increase in loan servicing fees in 2000 resulted from the acquisition of a $24.1 million loan servicing portfolio with the Nutmeg purchase, offset by portfolio run-off. At December 31, 2000 the Banks loan servicing portfolio totaled $38.3 million, up from $16.9 million at June 30, 2000.
Operating Expenses
Operating expenses increased $947,000, or 17.4%, for the six month period ended December 31, 2000. The
23
principal categories of operating expenses are as follows:
Six months ended December 31, (dollars in thousands) |
2000 |
1999 |
Change |
||||||||||
Salaries |
$ |
2,805 |
$ |
2,396 |
$ |
409 |
|
17.1 |
% | ||||
Employee benefits |
|
164 |
|
600 |
|
(436 |
) |
(72.7 |
) | ||||
Occupancy |
|
569 |
|
473 |
|
96 |
|
20.3 |
| ||||
Equipment |
|
709 |
|
420 |
|
289 |
|
68.8 |
| ||||
Marketing |
|
527 |
|
140 |
|
387 |
|
276.4 |
| ||||
Professional |
|
256 |
|
212 |
|
44 |
|
20.8 |
| ||||
Printing & office supplies |
|
241 |
|
164 |
|
77 |
|
47.0 |
| ||||
Postage & telecommunications |
|
201 |
|
177 |
|
24 |
|
13.6 |
| ||||
Collections and OREO |
|
8 |
|
144 |
|
(136 |
) |
(94.4 |
) | ||||
Amortization of intangible assets |
|
82 |
|
|
|
82 |
|
|
| ||||
Other operating |
|
820 |
|
709 |
|
111 |
|
15.7 |
| ||||
Total operating expenses |
$ |
6,382 |
$ |
5,435 |
$ |
947 |
|
17.4 |
% | ||||
The increase in salaries in 2000 was due primarily to annual salary increases, higher incentive compensation awards, increased staffing and staff added with the Nutmeg purchase. The decrease in employee benefits in 2000 resulted from net periodic pension income of $283,000 from NewMils frozen defined benefit pension plan, $80,000 from the settlement of a medical claim dispute with a third party and $73,000 in lower medical costs due to changing from a self-insured to a fully-insured medical plan. NewMil measured net periodic pension cost for 1999 under the premise that the plan would be terminated sometime in fiscal 2000. During the quarter ended December 31, 1999, NewMil made a strategic decision not to terminate the plan and to continue the plan in a frozen status. This change in strategy was deemed a significant event per paragraph 53 of SFAS No. 87 Employers Accounting for Pensions which necessitated a change in measurement assumptions. These different measurement assumptions resulted in $283,000 of pension income in 2000 as compared with $0 in 1999. The increase in occupancy and equipment expense was due to higher depreciation expense and equipment and building maintenance expense associated with the Nutmeg purchase. Marketing expense increased as a result of advertising campaigns to promote the Banks name change and the acquisition of Nutmeg. The increase in professional fees was principally associated with the change in the fiscal year-end. The increase in printing and office supplies resulted from both the Banks name change and the Nutmeg acquisition. The decrease in collections and OREO expense reflects the diminished level of non-performing assets. The amortization of intangible assets relates to the acquisition of Nutmeg, accounted for as a purchase transaction. Changes in postage and telecommunications and other operating expenses reflect growth in the Banks assets and the Nutmeg acquisition.
Income Taxes
Net income for the six month period ended December 31, 2000 included an income tax provision of $1,119,000, for an effective tax rate of 35.8%, compared with an income tax provision of $960,000, for an effective tax rate of 33.5%, for the 1999 period.
FINANCIAL CONDITION
Overview
During 2002 total assets grew $54.6 million, or 9.0%, to $661.6 million. Asset growth resulted from deposit growth of $72.7 million, or 15.3%, to $548.8 million, up significantly as compared with deposit growth of $38.3 million, or 8.8% during 2001. The negative returns in the equities markets over the past three years have resulted in an outflow of funds from the equities markets and into the banking system. This trend has reversed the disintermediation process that prevailed during the long bull market, and the Bank has benefited from this shift. Also contributing to the Banks deposit growth was its increased market share resulting from its acquisition of Nutmeg Federal Savings and Loan Association in November 2000, and deposit run-off at branches in the Banks markets operated by large regional multi-state banks involved in recent bank acquisitions.
In addition, interest rates fell dramatically during 2002 and ended the year at historically low levels.
24
Overnight federal funds sold balances grew $58.8 million, substantially as a result of the deposit inflows, while securities and borrowings decreased $14.7 million and $20.9 million, respectively. Loans remained relatively flat, growing only $6.8 million, or 2.0%.
Non-performing assets declined to $1.5 million compared with $1.9 million at December 31, 2001. Book value per share increased $1.25 to $12.77 at December 31, 2002, after cash dividends of $0.50, representing a 33.8% payout ratio. At December 31, 2002 tier 1 leverage and total risk-based capital ratios were 6.13% and 12.14%, respectively, and NewMil was well capitalized as defined by the Federal Reserve Board.
Securities
During 2002 securities decreased $14.7 million, or 6.9%, to $197.7 million at December 31, 2002, primarily due to increased prepayments, amounting to $61.3 million, in mortgage-backed securities and collateralized mortgage obligations, offset in part by purchases of $43.4 million. The principal categories of securities are as follows (including both available-for-sale and held-to-maturity):
December 31, |
June 30, | |||||||||||
(dollars in thousands) |
2002 |
2001 |
2000 |
2000 | ||||||||
U.S. Government |
||||||||||||
Agency notes |
$ |
47,672 |
$ |
21,151 |
$ |
10,294 |
$ |
9,822 | ||||
Corporate Bonds |
|
39,175 |
|
38,803 |
|
22,718 |
|
22,034 | ||||
Municipal Bonds |
|
10,777 |
|
11,036 |
|
10,795 |
|
10,800 | ||||
Mortgage backed securities |
|
88,757 |
|
116,792 |
|
84,832 |
|
89,851 | ||||
Collateralized mortgage obligations |
|
7,427 |
|
20,877 |
|
8,232 |
|
9,035 | ||||
Federal Home Loan Bank stock and other |
|
3,853 |
|
3,749 |
|
3,527 |
|
2,765 | ||||
Total securities |
$ |
197,661 |
$ |
212,408 |
$ |
140,398 |
$ |
144,307 | ||||
Securities purchases in 2002 totaled $43.4 million, down 54.4% from $95.1 million in 2001. Purchases in 2002 included $25.2 million of Agency notes, $15.2 million of mortgage backed securities, $2.9 million of collateralized mortgage obligations and $0.1 million of other securities. Purchases in 2001 included $54.3 million of mortgage backed securities, $15.1 million of collateralized mortgage obligations, $14.6 million of corporate bonds, $10.7 million of Agency notes and $0.5 million of other securities. In 2001 the Bank grew the portfolio by adding to its holdings of mortgage-backed securities and collateralized mortgage obligations, to take advantage of favorable spread opportunities. The Bank funded a portion of these purchases with Federal Home Loan Bank advances. The decrease in purchases in 2002 was due to an overall tightening in spreads and changes in investment strategy in response to the decline in interest rates. In addition, the decline in interest rates during 2002 resulted in an increase in prepayment speeds that has also contributed to the decrease in the portfolio.
At December 31, 2002 the portfolio had a projected weighted average duration and life of 2.0 years and 2.3 years, respectively, based on median projected prepayment speeds at current interest rates, compared with 3.2 years and 4.1 years, respectively, at December 31, 2001. At December 31, 2002, securities totaling $174.6 million, or 88.3%, were classified as available-for-sale and securities totaling $23.1 million, or 11.7%, were classified as held-to-maturity.
25
The composition, maturity distribution and weighted average yields of securities available-for-sale are as follows:
(dollars in thousands) |
Carrying Value |
Market Value |
Yield |
||||||
December 31, 2002 |
|||||||||
US Government Agency notes After 1 but within 5 years |
$ |
47,672 |
$ |
47,672 |
4.50 |
% | |||
Corporate Bonds After 1 but within 5 years |
|
39,175 |
|
39,175 |
6.86 |
| |||
Mortgage backed securities |
|
80,226 |
|
80,226 |
6.60 |
| |||
Collateralized mortgage obligations |
|
3,643 |
|
3,643 |
4.00 |
| |||
Federal Home Loan Bank stock and other |
|
3,853 |
|
3,853 |
5.63 |
| |||
Total securities available-for-sale |
$ |
174,569 |
$ |
174,569 |
6.40 |
% | |||
December 31, 2001 |
|||||||||
US Government Agency notes After 1 but within 5 years |
$ |
21,151 |
$ |
21,151 |
5.52 |
% | |||
Corporate Bonds After 1 but within 5 years |
|
38,803 |
|
38,803 |
6.86 |
| |||
Mortgage backed securities |
|
102,407 |
|
102,407 |
6.70 |
| |||
Collateralized mortgage obligations |
|
15,513 |
|
15,513 |
5.25 |
| |||
Federal Home Loan Bank stock and other |
|
3,749 |
|
3,749 |
5.62 |
| |||
Total securities available-for-sale |
$ |
181,623 |
$ |
181,623 |
6.83 |
% | |||
December 31, 2000 |
|||||||||
US Government Agency notes After 1 but within 5 years |
$ |
10,294 |
$ |
10,294 |
7.12 |
% | |||
Corporate Bonds After 1 but within 5 years |
|
22,718 |
|
22,718 |
7.51 |
| |||
Mortgage backed securities |
|
65,525 |
|
65,525 |
6.94 |
| |||
Collateralized mortgage obligations |
|
1,157 |
|
1,157 |
4.67 |
| |||
Federal Home Loan Bank stock and other |
|
3,527 |
|
3,527 |
5.59 |
| |||
Total securities available-for-sale |
$ |
103,221 |
$ |
103,221 |
7.65 |
% | |||
June 30, 2000 |
|||||||||
US Government Agency notes After 1 but within 5 years |
$ |
9,822 |
$ |
9,822 |
7.12 |
% | |||
Corporate Bonds After 1 but within 5 years |
|
22,034 |
|
22,034 |
7.51 |
| |||
Mortgage backed securities |
|
68,787 |
|
68,787 |
6.91 |
| |||
Collateralized mortgage obligations |
|
1,120 |
|
1,120 |
5.12 |
| |||
Federal Home Loan Bank stock and other |
|
2,765 |
|
2,765 |
5.48 |
| |||
Total securities available-for-sale |
$ |
104,528 |
$ |
104,528 |
7.61 |
% | |||
26
The composition, maturity distribution and weighted average yields of securities held-to-maturity are as follows:
(dollars in thousands) |
Carrying Value |
Market Value |
Tax Equivalent Yield |
||||||
December 31, 2002 |
|||||||||
Municipal Bonds |
|||||||||
After 1 but within 5 years |
$ |
250 |
$ |
255 |
5.75 |
% | |||
After 10 years |
|
10,527 |
|
10,739 |
6.12 |
| |||
Mortgage backed securities |
|
8,531 |
|
9,137 |
6.62 |
| |||
Collateralized mortgage obligations |
|
3,784 |
|
3,932 |
3.54 |
| |||
Total securities held-to-maturity |
$ |
23,092 |
$ |
24,063 |
5.87 |
% | |||
December 31, 2001 |
|||||||||
Municipal Bonds |
|||||||||
After 1 but within 5 years |
$ |
500 |
$ |
505 |
6.13 |
% | |||
After 10 years |
|
10,536 |
|
10,166 |
6.22 |
| |||
Mortgage backed securities |
|
14,385 |
|
14,919 |
6.62 |
| |||
Collateralized mortgage obligations |
|
5,364 |
|
5,497 |
4.47 |
| |||
Total securities held-to-maturity |
$ |
30,785 |
$ |
31,087 |
6.10 |
% | |||
December 31, 2000 |
|||||||||
Municipal Bonds |
|||||||||
After 1 but within 5 years |
$ |
250 |
$ |
248 |
5.75 |
% | |||
After 10 years |
|
10,545 |
|
10,147 |
6.14 |
| |||
Mortgage backed securities |
|
19,307 |
|
19,603 |
6.83 |
| |||
Collateralized mortgage obligations |
|
7,075 |
|
6,855 |
5.58 |
| |||
Total securities held-to-maturity |
$ |
37,177 |
$ |
36,853 |
6.39 |
% | |||
June 30, 2000 |
|||||||||
Municipal Bonds |
|||||||||
After 1 but within 5 years |
$ |
250 |
$ |
234 |
5.75 |
% | |||
After 10 years |
|
10,550 |
|
9,638 |
6.14 |
| |||
Mortgage backed securities |
|
21,064 |
|
20,671 |
6.81 |
| |||
Collateralized mortgage obligations |
|
7,915 |
|
7,462 |
6.08 |
| |||
Total securities held-to-maturity |
$ |
39,779 |
$ |
38,005 |
6.48 |
% | |||
Loans
During 2002 net loans grew $6.8 million, or 2.0%, to $347.2 million. Loan originations and advances for portfolio were $155.9 million in 2002, up from $133.3 million in 2001. Loan repayments were $149.5 million in 2002, up from $125.5 million in 2001. Residential mortgage loans originated for sale were $34.5 million in 2002 compared with $23.5 million in 2001. Loans originated for sale are sold on a servicing released basis. Commercial loans, including commercial real-estate mortgages, C&I and land and land development, decreased $0.8 million in 2002. Loan originations were $42.1 million, down $11.8 million from $53.9 million in 2001. The decline in originations was due to the economic slow down and increased pricing competition. Loan repayments increased by $1.5 million for 2002 over 2001.
Residential mortgage and home equity loans, including 1-to-4 family and 5-or-more family, increased $7.8 million in 2002. Loan originations were $111.9 million, up $31.7 million from $80.2 million in 2001. The increase in volume was due to a sharp increase in refinancing activity, as the low interest rate environment continued to fuel the local housing market and produced record residential mortgage originations for the year. Loan repayments also increased significantly, up $20.0 million for 2002 over 2001, due to increased refinancing activity.
The Commercial Lending department specializes in lending to small and mid-size companies and professional practices and provides short-term and long-term financing, construction loans, commercial mortgages and property improvement loans. The department also works extensively with several government-assisted lending programs. The Residential Mortgage Department, in addition to traditional portfolio lending, originates loans for sale to the secondary market on a service-released basis, which enables the Bank to offer a very comprehensive residential
27
mortgage product line and earn gains from sales of such loans. The department also offers home equity loans and lines of credit and consumer installment loans.
The principal categories of the loan portfolio are as follows:
December 31, |
June 30, |
|||||||||||||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 |
1999 |
1998 |
||||||||||||||||||
Real Estate Mortgages: |
||||||||||||||||||||||||
Residential |
||||||||||||||||||||||||
1-to-4 family |
$ |
197,318 |
|
$ |
180,513 |
|
$ |
187,755 |
|
$ |
130,770 |
|
$ |
128,371 |
|
$ |
85,274 |
| ||||||
5-or-more family |
|
9,759 |
|
|
14,649 |
|
|
19,759 |
|
|
4,185 |
|
|
6,152 |
|
|
5,500 |
| ||||||
Commercial |
|
98,035 |
|
|
82,422 |
|
|
63,089 |
|
|
51,633 |
|
|
37,456 |
|
|
34,878 |
| ||||||
Land & land development |
|
2,080 |
|
|
2,998 |
|
|
3,423 |
|
|
1,995 |
|
|
2,410 |
|
|
3,571 |
| ||||||
Home equity credit |
|
28,562 |
|
|
32,580 |
|
|
24,121 |
|
|
20,257 |
|
|
19,429 |
|
|
21,208 |
| ||||||
Total mortgage loans |
|
335,754 |
|
|
313,162 |
|
|
298,147 |
|
|
208,840 |
|
|
193,818 |
|
|
150,431 |
| ||||||
Commercial and industrial |
|
14,364 |
|
|
29,922 |
|
|
36,390 |
|
|
17,404 |
|
|
18,211 |
|
|
14,357 |
| ||||||
Installment and other |
|
2,466 |
|
|
3,089 |
|
|
3,868 |
|
|
2,439 |
|
|
2,850 |
|
|
3,118 |
| ||||||
Total loans, gross |
|
352,584 |
|
|
346,173 |
|
|
338,405 |
|
|
228,683 |
|
|
214,879 |
|
|
167,906 |
| ||||||
Deferred loan origination fees and purchase premium, net |
|
(119 |
) |
|
(303 |
) |
|
(343 |
) |
|
29 |
|
|
146 |
|
|
(53 |
) | ||||||
Allowance for loan losses |
|
(5,250 |
) |
|
(5,502 |
) |
|
(5,518 |
) |
|
(4,978 |
) |
|
(4,989 |
) |
|
(5,004 |
) | ||||||
Total loans, net |
$ |
347,215 |
|
$ |
340,368 |
|
$ |
332,544 |
|
$ |
223,734 |
|
$ |
210,036 |
|
$ |
162,849 |
| ||||||
The loan portfolios maturity distribution is as follows:
December 31, 2002 (in thousands) |
Within 1 year |
Within 1-5 years |
After 5 years |
Total | ||||||||
Real Estate Mortgages: |
||||||||||||
Residential |
||||||||||||
1-to-4 family |
$ |
37,555 |
$ |
70,674 |
$ |
89,089 |
$ |
197,318 | ||||
5-or-more family |
|
1,161 |
|
3,169 |
|
5,429 |
|
9,759 | ||||
Commercial |
|
20,132 |
|
41,247 |
|
36,656 |
|
98,035 | ||||
Land & land development |
|
825 |
|
902 |
|
353 |
|
2,080 | ||||
Home equity credit |
|
610 |
|
2,168 |
|
25,784 |
|
28,562 | ||||
Commercial and industrial |
|
7,672 |
|
5,520 |
|
1,172 |
|
14,364 | ||||
Installment and other |
|
299 |
|
339 |
|
1,828 |
|
2,466 | ||||
Total loans, gross |
$ |
68,254 |
$ |
124,019 |
$ |
160,311 |
$ |
352,584 | ||||
The amount of loans due after one year that have fixed interest rates and variable or adjustable interest rates are as follows:
December 31, 2002 |
Fixed |
Adjustable | ||||
(in thousands) |
interest rates |
interest rates | ||||
Real Estate Mortgages: |
||||||
1-to-4 family residential |
$ |
43,613 |
$ |
116,150 | ||
5-or-more family residential |
|
843 |
|
7,755 | ||
Commercial |
|
20,249 |
|
57,654 | ||
Land and land development |
|
|
|
1,255 | ||
Home equity credit |
|
4,038 |
|
23,914 | ||
Commercial and industrial |
|
1,495 |
|
5,197 | ||
Installment and other |
|
1,258 |
|
909 | ||
Total loans, gross |
$ |
71,496 |
$ |
212,834 | ||
28
Non-Performing Assets
The principal categories of non-performing assets are as follows:
December 31, |
June 30, | |||||||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 |
1999 |
1998 | ||||||||||||
Non-accruing loans |
$ |
254 |
$ |
985 |
$ |
1,240 |
$ |
621 |
$ |
1,051 |
$ |
761 | ||||||
Accruing loans past due |
||||||||||||||||||
90 days or more |
|
1,281 |
|
760 |
|
351 |
|
231 |
|
185 |
|
628 | ||||||
Accruing restructured loans |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total non-performing loans |
|
1,535 |
|
1,745 |
|
1,591 |
|
852 |
|
1,236 |
|
1,389 | ||||||
OREO, net |
|
|
|
116 |
|
150 |
|
366 |
|
333 |
|
295 | ||||||
Total non-performing assets |
$ |
1,535 |
$ |
1,861 |
$ |
1,741 |
$ |
1,218 |
$ |
1,569 |
$ |
1,684 | ||||||
During 2002 non-performing assets decreased $326,000 to $1,535,000 at December 31, 2002 from $1,861,000 at December 31, 2001. However non-performing assets continue to remain historically low at only 0.23% of total assets at December 31, 2002 compared with 0.31% at December 31, 2001. The low level of non-performing assets reflects NewMils rigorous ongoing credit management process and the recent favorable economic climate.
Changes in non-performing assets are as follows:
(dollars in thousands) |
Year ended December 31, 2002 |
Year ended December 31, 2001 |
Six months ended December 31, 2000 |
Year ended June 30, 2000 |
||||||||||||
Balance, beginning of period |
$ |
1,861 |
|
$ |
1,741 |
|
$ |
1,218 |
|
$ |
1,569 |
| ||||
Loans placed on non-accrual status |
|
1,074 |
|
|
1,033 |
|
|
424 |
|
|
899 |
| ||||
Non-accrual loans acquired with Nutmeg |
|
|
|
|
|
|
|
416 |
|
|
|
| ||||
Non-accrual loan payments |
|
(1,244 |
) |
|
(633 |
) |
|
(104 |
) |
|
(523 |
) | ||||
Non-performing loans returned to accrual status |
|
(363 |
) |
|
(637 |
) |
|
(68 |
) |
|
(278 |
) | ||||
Non-performing loan charge-offs |
|
(436 |
) |
|
|
|
|
(49 |
) |
|
(173 |
) | ||||
Change in accruing loans past due 90 or more days, net |
|
815 |
|
|
409 |
|
|
120 |
|
|
46 |
| ||||
OREO returned to accrual loan status |
|
|
|
|
(58 |
) |
|
|
|
|
|
| ||||
Payments to improve OREO |
|
|
|
|
6 |
|
|
|
|
|
31 |
| ||||
Gross proceeds from OREO sales |
|
(129 |
) |
|
|
|
|
(255 |
) |
|
(399 |
) | ||||
(Loss) gains on OREO sales, net |
|
(43 |
) |
|
|
|
|
39 |
|
|
46 |
| ||||
Balance, end of period |
$ |
1,535 |
|
$ |
1,861 |
|
$ |
1,741 |
|
$ |
1,218 |
| ||||
Percent of total assets |
|
0.23 |
% |
|
0.31 |
% |
|
0.33 |
% |
|
0.31 |
% |
Had non-accrual loans as of December 31, 2002, December 31, 2001, December 31, 2000 and June 30, 2000 been current in accordance with their original terms, gross interest income of $16,000, $95,000, $61,000 and $68,000, respectively, would have been recorded in net income. The amount of interest on these loans that was included in income was $6,000, $65,000, $13,000 and $15,000, respectively, for the four periods. Accruing loans past due 90 days or more at December 31, 2002 consist primarily of mortgage loans in the process of collection and where the collection of accrued interest is probable. NewMil pursues the resolution of all non-performing assets through restructurings, credit enhancements or collections. When collection procedures do not bring a loan into performing or restructured status, NewMil generally initiates action to foreclose the property or to acquire it by deed in lieu of foreclosure. NewMil actively markets all OREO and during the twelve months ended December 31, 2002 sold $129,000 of OREO from which net losses of $43,000 were realized. While during the six months ended December 31, 2000 the Bank sold $255,000 of OREO from which net gains of $39,000 were realized.
In addition to non-performing assets, at December 31, 2002 NewMil had $1,524,000 of performing classified loans that are considered potential problem loans as compared to $2,578,000 at December 31, 2001. Although not impaired, performing classified loans, in the opinion of management, exhibit a higher than normal degree of risk
29
and warrant monitoring due to various considerations, including (i) the degree of documentation supporting the borrowers current financial position, (ii) potential weaknesses in the borrowers ability to service the loan, (iii) possible collateral value deficiency, and (iv) other risk factors such as geographic location, industry focus and negatively trending financial results. These deficiencies create some uncertainty, but not serious doubt, as to the borrowers ability to comply with the loan repayment terms in the future. Management believes that reserves for these loans are adequate.
Deposits and Borrowings
During 2002 deposits grew $72.7 million, or 15.3%, to $548.8 million. Contributing to this growth was a general outflow of funds from the equities markets and into the banking system, caused by a reversal of the disintermediation process that prevailed during the long bull market, fueled by the losses in the equity markets and more favorable bank deposit rates as compared with mutual fund money market rates, continued advertising by the Bank, opportunities in NewMils market resulting from deposit run-off at branches operated by large regional multi-state banks involved in recent bank acquisitions, and additional markets entered through the Nutmeg acquisition. NewMil has 18 full-service branch offices and one special needs office located in Fairfield, Litchfield and New Haven Counties. Scheduled maturities of certificates of deposit with balances in excess of $100,000 are as follows:
December 31, 2002 (in thousands) |
Less than 3 months |
Within 3-6 months |
Within 6-12 months |
Over one year |
Total | ||||||||||
Certificates of deposit over $100,000 |
$ |
9,492 |
$ |
4,946 |
$ |
9,917 |
$ |
9,954 |
$ |
34,309 | |||||
During 2002 borrowings decreased $20.9 to $52.5 million. Borrowings at December 31, 2002 consisted of Federal Home Loan Bank advances of $45.1 million and overnight retail repurchase agreements of $7.4 million. Federal Home Loan Bank advances had terms ranging from 5 months to 70 months and fixed rates ranging from 3.76% to 4.56%. Overnight retail repurchase agreements had overnight rates ranging from 1.69% to 1.74%.
LIQUIDITY
NewMil manages its liquidity position to ensure it has sufficient funding availability at all times to meet both anticipated and unanticipated deposit withdrawals, new loan originations, securities purchases and other operating cash outflows. The primary sources of liquidity are principal payments and maturities of securities and loans, short-term borrowings through repurchase agreements and Federal Home Loan Bank advances, net deposit growth and funds provided by operations. Liquidity can also be provided through sales of loans and available-for-sale securities.
Operating activities for the year ended December 31, 2002 provided net cash flows of $12.1 million. During 2002 investing activities provided net cash of $908,000, a result of principal collected from mortgage backed securities and other securities were $61.5 million offset by investment security purchases of $43.4 million and $15.6 million in net loan advances and loan purchases. Financing activities provided net cash of $45.6 million, principally from increased deposits and repurchase agreements, offset somewhat by other borrowings. Funds provided by operating, financing and investing activities, provided a $58.6 million increase in cash and overnight federal funds sold.
Operating activities for the year ended December 31, 2001 provided net cash flows of $702,000. During 2001 investing activities used net cash of $77.1 million, a result of investment security purchases of $95.1 million and $7.8 million in net loan advances, while principal collected from mortgage backed securities and other securities were $26.2 million. Financing activities provided net cash of $74.8 million, principally from increased deposits and borrowings. Funds provided by operating and financing activities, together with a $1.6 million decrease in cash and overnight federal funds sold, were used to fund investing activities.
Operating activities for the six month period ended December 31, 2000 provided net cash flows of $2.1 million. During 2000 investing activities used net cash of $5.7 million, principally net cash paid through the Nutmeg acquisition and net loan advances. Financing activities provided net cash of $18.8 million, principally from increased deposits and repurchase agreements, offset by net borrowing repayments. Funds provided by operating activities and financing activities were utilized to fund investing activities and a $15.2 million increase in cash and overnight federal funds sold.
30
Operating activities for the six month period ended December 31, 1999 used net cash of $0.5 million. Investing activities provided net cash of $4.8 million, principally as a result of securities repayments, sales and maturities offset, in part, by securities and loans purchased. Financing activities used net cash of $9.4 million, principally due to repayment of borrowings, net deposit withdrawals, dividends paid and treasury stock purchases. Funds provided by investing activities, together with a $5.0 million decrease in cash and overnight federal funds sold, were utilized to fund financing activities.
At December 31, 2002, NewMils liquidity ratio, as represented by cash, short-term available-for-sale securities, marketable assets, the ability to borrow against held-to-maturity securities and loans through unused FHLB and other short term borrowing capacity, of approximately $97 million, to net deposits and short term unsecured liabilities, was 62.3%, well in excess of NewMils minimum policy guideline of 15%.
At December 31, 2002, NewMil had outstanding commitments to fund new loan originations of $71.8 million, construction mortgage commitments of $5.0 million and unused lines of credit of $37.6 million. These commitments will be met in the normal course of business. NewMil believes that its liquidity sources will continue to provide funding sufficient to support operating activities, loan originations and commitments, and deposit withdrawals.
ASSET/LIABILITY MANAGEMENT AND MARKET RISK
Market risk is the exposure to losses resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which NewMil is exposed is interest rate risk. NewMil has no foreign currency or commodity price risk. Credit risk related to investments in corporate bonds ($39.2 million at December 31, 2002) is low as all corporate bonds are investment grade.
NewMil manages interest rate risk through an Asset Liability Committee comprised of representatives from senior management and the Board of Directors. The objective of interest rate risk management is to achieve and maintain a high and stable net interest margin under changing interest rate environments. NewMil seeks to manage interest rate risk within limits approved by the Board of Directors. NewMil monitors exposure to interest rate risk on a quarterly basis using earnings simulation analysis and gap analysis. Earnings simulation analysis measures the amount of short-term earnings at risk under both rising and falling rate scenarios as compared with current interest rates. Balance sheet gap analysis identifies short-, medium- and long-term interest rate positions or exposure.
The following table sets forth NewMils interest rate sensitivity position, or gap position, at December 31, 2002, measured in terms of the volume of interest rate sensitive assets and liabilities that are subject to re-pricing in future time periods. For the purposes of this analysis, money market and savings deposits have been presented in the within 6 month category and NOW account deposits have been presented in the after 5 year category, although the interest rate elasticity of money market, savings and NOW deposits cannot be tied to any one time category. Non-accrual loans and overdrafts have been presented in the non-interest-bearing category. Significant variations may exist in the degree of interest rate sensitivity between individual asset and liability types within the re-pricing periods presented due to differences in their re-pricing elasticity relative to changes in the general level of interest rates.
31
December 31, 2002 |
Within 6 |
Within 7-12 |
Within 1-5 |
After |
Non- interest- |
||||||||||||||||||
(dollars in thousands) |
months |
months |
years |
5 years |
bearing |
Total | |||||||||||||||||
ASSETS |
|||||||||||||||||||||||
Securities |
$ |
32,182 |
|
$ |
17,401 |
|
$ |
122,396 |
|
$ |
16,462 |
|
$ |
2,496 |
|
$ |
190,937 | ||||||
Federal funds sold |
|
63,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,441 | ||||||
Cash & due from banks |
|
|
|
|
99 |
|
|
|
|
|
|
|
|
21,250 |
|
|
21,349 | ||||||
Loans, net |
|
105,985 |
|
|
47,514 |
|
|
149,021 |
|
|
40,772 |
|
|
3,923 |
|
|
347,215 | ||||||
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
31,929 |
|
|
31,929 | ||||||
Total assets |
|
201,608 |
|
|
65,014 |
|
|
271,417 |
|
|
57,234 |
|
|
59,598 |
|
$ |
654,871 | ||||||
SOURCE OF FUNDS |
|||||||||||||||||||||||
Deposits |
|||||||||||||||||||||||
Demand (non interest-bearing) |
|
|
|
|
|
|
|
|
|
|
|
|
|
46,750 |
|
|
46,750 | ||||||
NOW accounts |
|
|
|
|
|
|
|
|
|
|
71,586 |
|
|
|
|
|
71,586 | ||||||
Money market |
|
144,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,288 | ||||||
Savings & other |
|
79,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,811 | ||||||
Certificates of deposit |
|
92,870 |
|
|
59,463 |
|
|
54,034 |
|
|
4 |
|
|
|
|
|
206,371 | ||||||
Federal Home Loan Bank advances |
|
14,167 |
|
|
4,257 |
|
|
25,653 |
|
|
1,000 |
|
|
|
|
|
45,077 | ||||||
Repurchase agreements |
|
7,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,392 | ||||||
Other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,685 |
|
|
3,685 | ||||||
Stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
49,911 |
|
|
49,911 | ||||||
Total sources of funds |
|
338,528 |
|
|
63,720 |
|
|
79,687 |
|
|
72,590 |
|
|
100,346 |
|
$ |
654,871 | ||||||
Cumulative interest-rate sensitivity gap |
$ |
(136,920 |
) |
$ |
(135,626 |
) |
$ |
56,104 |
|
$ |
40,748 |
|
$ |
|
|
||||||||
Percent of total assets |
|
-20.7 |
% |
|
-20.5 |
% |
|
8.5 |
% |
|
6.2 |
% |
|
- |
% |
At December 31, 2002, NewMils one-year cumulative gap was liability sensitive, amounting to $135.6 million, or 20.5% of assets. A liability sensitive gap implies that NewMils net interest margin could be adversely affected by a sudden increase in interest rates.
NewMils asset/liability management responds to changes in interest rates and market conditions. The earnings simulation analysis incorporates numerous assumptions about balance sheet changes, including growth and product mix, prepayments, product pricing and the behavior of interest rates. NewMils policy is to ensure that changes in net income over a twelve month horizon under +/-200 basis point rising and falling interest rate scenarios will not decrease by 20% or more as compared with the current interest rate scenario. However, because current interest rates are at historically low levels, NewMil adjusted its policy requirements for the December 31, 2002 and 2001 earnings simulation analysis to test within a +300/-50 basis point band.
During the last two years the Federal Open Market Committee of the Federal Reserve Board lowered the overnight federal funds target rate by 5.25% to 1.25% at December 31, 2002, while the yield on the 30-year US Treasury Note declined 0.68% to 4.78% at December 31, 2002. Yields on other US Treasury Notes changed by varying amounts within this 0%-to-5.25% range according to their maturities. At December 31, 2002 NewMil simulated earnings at risk over a twelve-month horizon by ramping the overnight federal funds target rate by +300/-50 basis points and the yield on the 30-year US Treasury Note by +102/-13 basis points from the current rate environment. Yields on other US Treasury Notes and other indices have been ramped by varying amounts within these ranges according to their maturities. NewMils December 31, 2002 earnings simulation analysis indicated that the estimated percentage change in net income over the twelve month forecast horizon was well within the 20% tolerance limit.
In 2000 and prior periods, NewMil simulated earnings at risk over a twelve-month horizon by ramping interest rates +/-200 basis points from the current rate environment. During those periods interest rates did not move +/-200 basis points from their beginning period rates.
The following table shows the estimated percentage changes in net income over a twelve month forecast horizon for the periods presented.
32
% Change in Net Income |
|||||||||||||||
December 31, |
June 30, |
||||||||||||||
Change in Rate |
2002 |
2001 |
2000 |
2000 |
1999 |
||||||||||
+300 bp |
(6.9 |
)% |
(8.2 |
)% |
|
|
|
|
|
| |||||
-50 bp |
2.0 |
|
1.8 |
|
|
|
|
|
|
| |||||
+200 bp |
|
|
|
|
(8.9 |
)% |
(8.6 |
)% |
2.9 |
% | |||||
-200 bp |
|
|
|
|
(6.2 |
) |
(5.0 |
) |
(9.5 |
) |
Due to the numerous assumptions in the simulation analysis, actual results will differ from estimated results. Factors other than changes in interest rates could also impact net income. A significant factor in determining NewMils ability to maintain its net interest margin in a changing interest rate environment is its ability to manage its core deposit rates. Essentially all NewMils deposit base is composed of local retail deposit accounts that tend to be somewhat less sensitive to moderate interest fluctuations than other funding sources and, therefore, provide a reasonably stable and cost-effective source of funds. The entry of new competitors into NewMils market area or renewed disintermediation of deposits fueled by a resurgence in the equities markets may pressure NewMil to change its loan and deposit pricing which may negatively affect NewMils net interest margin. NewMil structures its loan and securities portfolios to provide for portfolio re-pricing consistent with its interest rate risk objectives.
CAPITAL RESOURCES
During 2002 shareholders equity increased $3.6 million, or 7.2%, to $54.2 million, while book value per share increased 10.9% to $12.77 at December 31, 2002. The increase in shareholders equity resulted from net income of $6,850,000, net unrealized gains of $2.9 million on securities available for sale, net of taxes, a $207,000 tax benefit from the exercise of non-qualified stock options and proceeds from the exercise of stock options of $244,000, offset, in part, by treasury stock purchases of $4,399,000 and dividend payments of $2,162,000.
Repurchases of Common Stock
On August 14, 2002, NewMil announced its intention to repurchase 213,977, or 5%, of its outstanding shares of common stock in the open market and unsolicited negotiated transactions, including block purchases. This announcement was made after the completion of the 222,593 share repurchase plan announced on July 18, 2001. The purpose of NewMils repurchase plan is to offset the future dilution from shares issued upon the exercise of stock options under NewMils stock option plans, and for general corporate purposes. During 2002 NewMil repurchased 226,250 shares of common stock for total consideration of $4,399,225, or $19.44 per average share.
Capital Requirements
NewMil and the Bank are subject to minimum capital requirements established, respectively, by the Federal Reserve Board (the FRB) and the FDIC. At December 31, 2002 NewMils leverage capital ratio was 6.13% and its tier I and total risk-based capital ratios were 10.89% and 12.14%, respectively. At December 31, 2002 the Banks leverage capital, and tier I and total risk-based capital ratios were 6.14%, 10.92% and 12.17%, respectively. At December 31, 2001 the Banks leverage capital, and tier I and total risk-based capital ratios were 6.55%, 10.91% and 12.16%, respectively. NewMils intangible assets acquired pursuant to the Nutmeg purchase transaction are not recognized for regulatory capital. NewMil and the Bank are categorized as well capitalized. A well capitalized institution, which is the highest capital category for an institution as defined by the Prompt Corrective Action regulations issued by the FDIC and the FRB, is one which maintains a total risk-based ratio of 10% or above, a Tier1 risk-based ratio of 6% or above and a Tier 1 leverage ratio of 5% or above, and is not subject to any written order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific capital level.
Dividend Restrictions
NewMils ability to pay dividends to its shareholders is dependent on the Banks ability to pay dividends to NewMil. There are certain restrictions on the payment of dividends by the Bank to NewMil. Under Connecticut law a bank generally is prohibited from declaring a cash dividend on its common stock except from its net profit for the current year and retained net profits for the preceding two years. Consequently, the maximum amount of dividends payable by the Bank to NewMil at December 31, 2002 was $3,276,000. In some instances, further restrictions on dividends may be imposed on NewMil by the FRB.
33
In October 1994 NewMil resumed dividend payments with the payment of a $0.02 quarterly cash dividend, following a four year lapse. In 1995, 1996, 1997, 1998, 1999, 2000 and 2002 NewMil increased its quarterly cash dividend to $0.05, $0.06, $0.08, $0.09, $0.10, $0.11 and $0.125 respectively. In January 2003 NewMil increased its quarterly dividend 20% to $0.15 per share. During the years ended December 31, 2002 and 2001 total dividends of $0.50 and $0.44 per share, respectively, were paid. For the six-month period ended December 31, 2000 total dividends of $0.21 per share were paid.
NewMil believes that the payment of cash dividends to its shareholders is appropriate, provided that such payment considers NewMils capital needs, asset quality, and overall financial condition and does not adversely affect the financial stability of NewMil or the Bank. The continued payment of cash dividends by NewMil will be dependent on NewMils future core earnings, financial condition and capital needs, regulatory restrictions, and other factors deemed relevant by the Board of Directors of NewMil.
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB) approved Statements of Financial Accounting Standards No. 141, Business Combinations (SFAS 141) and No. 142 Goodwill and Other Intangible Assets (SFAS 142) which became effective July 1, 2001 and January 1, 2002, respectively for NewMil. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Under SFAS 142, amortization of goodwill, including goodwill recorded in past business combinations, was discontinued upon adoption of this standard. All goodwill and intangible assets must be tested for impairment in accordance with the provisions of the Statement. Upon adoption of SFAS 141 and 142, NewMil ceased to amortize approximately $82,000 each quarter for goodwill and did not record any impairment charges.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (Statement 143), which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 is effective for fiscal years beginning after June 15, 2002. This Statement is not expected to have a material impact on the Companys consolidated financial statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of Long-Lived Assets (SFAS 144) which supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS 121) and the accounting and reporting provisions of APB No. 30, Reporting the Results of OperationReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business. While SFAS 144 retains many of the fundamental provisions of SFAS 121, it establishes a single accounting model for long-lived assets to be disposed of by sale, and resolves certain implementation issues not previously addressed by SFAS 121. SFAS 144 is effective for fiscal years beginning after December 15, 2001. This Statement is not expected to have a material impact on NewMils consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS 145). Among other things, SFAS 145 rescinds FASB Statement No. 4, Reporting Gains and Losses From Extinguishment of Debt, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. The provisions of SFAS 145 related to the rescission of SFAS 4 are effective for fiscal years beginning after May 15, 2002, with early application encouraged. This statement is not expected to have a material impact on NewMils consolidated financial statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146) which requires, among other things, recording a liability for costs associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. Commitment to an exit plan or a plan of disposal expresses only managements future actions and, therefore, does not meet the requirement for recognizing a liability and the related expense. The provisions of SFAS 146 are effective prospectively for exit and disposal activities initiated after December 31, 2002. This statement is not expected to have a material impact on NewMils consolidated financial statements.
In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, which provides guidance on the accounting for the acquisition of a financial institution and supersedes the guidance provided in SFAS No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions. SFAS 147, which was effective
34
upon issuance, requires companies to cease amortization of unidentified intangible assets associated with certain branch acquisitions and reclassify those assets to goodwill. SFAS 147 also requires that certain long term customer relationship intangible assets be subject to the same recoverability test and impairment loss recognition and measurement provisions required for other long-lived assets under SFAS 144. This new guidance has had no impact on NewMils consolidated financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, which provides guidance on how to transition from the intrinsic value method of accounting for stock-based employee compensation under APB 25 to the fair value method under SFAS 123, if the company so elects. SFAS 148 also amends the disclosure provisions of SFAS 123 to require prominent disclosure about the effects on reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation and amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information. NewMil expects that this pronouncement will have no impact on its consolidated financial statements, since NewMil does not expect to adopt the fair value method of accounting under SFAS 123. However, SFAS 148 will affect NewMils quarterly disclosures related to stock-based employee compensation.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 specifies the disclosures that must be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued and clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 does not prescribe a specific approach for subsequently measuring the guarantors recognized liability over the term of the related guarantee. This interpretation also incorporates, without change and supersedes, the guidance in FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others. The initial recognition measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantors fiscal year-end. The disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. This interpretation is not expected to have material impact on NewMils consolidated financial statements.
IMPACT OF INFLATION AND CHANGING PRICES
NewMils financial statements have been prepared in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institutions performance than the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services. Notwithstanding this, inflation can directly affect the value of loan collateral, in particular real estate. Sharp decreases in real estate prices have, in past years, resulted in significant loan losses and losses on real estate acquired. Inflation, or disinflation, could significantly affect NewMils earnings in future periods.
Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information set forth in the ASSET/LIABILITY MANAGEMENT AND MARKET RISK section included under Item 7 of this report is incorporated by reference herein.
35
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and
Shareholders of NewMil Bancorp, Inc.
In our opinion, the accompanying consolidated balance sheets as of December 31, 2002 and December 31, 2001 and the related consolidated statements of income, changes in shareholders equity, and cash flows for the years ended December 31, 2002 and December 31, 2001, for the six-month period ended December 31, 2000, and for the year ended June 30, 2000, present fairly, in all material respects, the financial position of NewMil Bancorp, Inc. and its subsidiary (the Company) at December 31, 2002 and December 31, 2001 and the results of their operations and their cash flows for the years ended December 31, 2002 and December 31, 2001, for the six-month period ended December 31, 2000 and for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets.
/s/ PRICEWATERHOUSECOOPERS LLP
Hartford, Connecticut
January 17, 2003
36
NewMil Bancorp, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
December 31, |
||||||||
(dollars in thousands) |
2002 |
2001 |
||||||
ASSETS | ||||||||
Cash and due from banks |
$ |
21,349 |
|
$ |
21,579 |
| ||
Federal funds sold |
|
63,441 |
|
|
4,615 |
| ||
Total cash and cash equivalents |
|
84,790 |
|
|
26,194 |
| ||
Securities |
||||||||
Available-for-sale at market |
|
174,569 |
|
|
181,623 |
| ||
Held-to-maturity at amortized cost (fair value: $24,063 and $31,087) |
|
23,092 |
|
|
30,785 |
| ||
Loans (net of allowance for loan losses: $5,250 and $5,502) |
|
347,215 |
|
|
340,368 |
| ||
Other real estate owned |
|
|
|
|
116 |
| ||
Bank premises and equipment, net |
|
7,076 |
|
|
6,092 |
| ||
Accrued interest income |
|
3,545 |
|
|
3,870 |
| ||
Intangible assets (net of accumulated amortization: $1,024 and $737) |
|
8,943 |
|
|
9,305 |
| ||
Deferred tax asset, net |
|
|
|
|
619 |
| ||
Other assets |
|
12,365 |
|
|
8,054 |
| ||
Total Assets |
$ |
661,595 |
|
$ |
607,026 |
| ||
LIABILITIES and SHAREHOLDERS EQUITY | ||||||||
Deposits |
||||||||
Demand (non-interest bearing) |
$ |
46,750 |
|
$ |
39,898 |
| ||
NOW accounts |
|
71,586 |
|
|
63,415 |
| ||
Money market |
|
144,288 |
|
|
120,888 |
| ||
Savings and other |
|
79,811 |
|
|
70,001 |
| ||
Certificates of deposit |
|
206,371 |
|
|
181,914 |
| ||
Total deposits |
|
548,806 |
|
|
476,116 |
| ||
Federal Home Loan Bank advances |
|
45,077 |
|
|
67,540 |
| ||
Repurchase agreements |
|
7,392 |
|
|
5,783 |
| ||
Accrued interest and other liabilities |
|
6,084 |
|
|
6,993 |
| ||
Total Liabilities |
|
607,359 |
|
|
556,432 |
| ||
Commitments and contingencies |
|
|
|
|
|
| ||
Shareholders Equity |
||||||||
Common stock - $.50 per share par value Shares authorized: 20,000,000 Shares issued: 5,990,138 |
|
2,995 |
|
|
2,995 |
| ||
Paid-in capital |
|
42,297 |
|
|
42,568 |
| ||
Retained earnings |
|
22,793 |
|
|
18,105 |
| ||
Accumulated other comprehensive income, net |
|
5,779 |
|
|
2,921 |
| ||
Treasury stock, at cost: 1,755,447 and 1,599,578 shares |
|
(19,628 |
) |
|
(15,995 |
) | ||
Total Shareholders Equity |
|
54,236 |
|
|
50,594 |
| ||
Total Liabilities and Shareholders Equity |
$ |
661,595 |
|
$ |
607,026 |
| ||
The accompanying notes are an integral part of the consolidated financial statements.
37
NewMil Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)
Years ended |
Six months ended |
Year ended June 30, |
|||||||||||||||||
2002 |
2001 |
2000 |
1999 |
2000 |
|||||||||||||||
(unaudited) |
|||||||||||||||||||
Interest and dividend income |
|||||||||||||||||||
Interest and fees on loans |
$ |
23,943 |
|
$ |
26,685 |
$ |
10,833 |
|
$ |
8,349 |
|
$ |
17,108 |
| |||||
Interest and dividends on securities |
|
12,044 |
|
|
10,778 |
|
4,775 |
|
|
3,564 |
|
|
7,915 |
| |||||
Interest on federal funds sold |
|
446 |
|
|
185 |
|
101 |
|
|
93 |
|
|
152 |
| |||||
Total interest and dividend income |
|
36,433 |
|
|
37,648 |
|
15,709 |
|
|
12,006 |
|
|
25,175 |
| |||||
Interest expense |
|||||||||||||||||||
Deposits |
|
11,049 |
|
|
14,723 |
|
6,789 |
|
|
4,786 |
|
|
9,878 |
| |||||
Borrowed funds |
|
2,307 |
|
|
1,908 |
|
1,012 |
|
|
358 |
|
|
1,233 |
| |||||
Total interest expense |
|
13,356 |
|
|
16,631 |
|
7,801 |
|
|
5,144 |
|
|
11,111 |
| |||||
Net interest and dividend income |
|
23,077 |
|
|
21,017 |
|
7,908 |
|
|
6,862 |
|
|
14,064 |
| |||||
Provision for loan losses |
|
|
|
|
|
|
(416 |
) |
|
(495 |
) |
|
(470 |
) | |||||
Net interest and dividend income after provision for loan losses |
|
23,077 |
|
|
21,017 |
|
8,324 |
|
|
7,357 |
|
|
14,534 |
| |||||
Non-interest income |
|||||||||||||||||||
Service charges on deposit accounts |
|
2,320 |
|
|
2,089 |
|
808 |
|
|
672 |
|
|
1,329 |
| |||||
Gains on sales of mortgage loans, net |
|
574 |
|
|
406 |
|
93 |
|
|
84 |
|
|
147 |
| |||||
(Loss) gain on sale of OREO |
|
(43 |
) |
|
|
|
39 |
|
|
23 |
|
|
46 |
| |||||
Gain on sale of branch |
|
|
|
|
|
|
|
|
|
75 |
|
|
75 |
| |||||
Loss on sale of securities, net |
|
|
|
|
|
|
|
|
|
(109 |
) |
|
(109 |
) | |||||
Loan servicing fees |
|
70 |
|
|
134 |
|
43 |
|
|
34 |
|
|
66 |
| |||||
Other |
|
824 |
|
|
429 |
|
200 |
|
|
163 |
|
|
339 |
| |||||
Total non-interest income |
|
3,745 |
|
|
3,058 |
|
1,183 |
|
|
942 |
|
|
1,893 |
| |||||
Non-interest expense |
|||||||||||||||||||
Salaries |
|
7,395 |
|
|
6,729 |
|
2,805 |
|
|
2,396 |
|
|
4,878 |
| |||||
Employee benefits |
|
1,589 |
|
|
931 |
|
164 |
|
|
600 |
|
|
665 |
| |||||
Occupancy |
|
1,392 |
|
|
1,313 |
|
569 |
|
|
473 |
|
|
986 |
| |||||
Equipment |
|
1,179 |
|
|
1,185 |
|
709 |
|
|
420 |
|
|
919 |
| |||||
Professional, collections and OREO |
|
851 |
|
|
813 |
|
264 |
|
|
356 |
|
|
565 |
| |||||
Marketing |
|
633 |
|
|
510 |
|
527 |
|
|
140 |
|
|
327 |
| |||||
Amortization of intangibles |
|
287 |
|
|
654 |
|
82 |
|
|
|
|
||||||||
Other |
|
3,524 |
|
|
3,156 |
|
1,262 |
|
|
1,050 |
|
|
1,996 |
| |||||
Total non-interest expense |
|
16,850 |
|
|
15,291 |
|
6,382 |
|
|
5,435 |
|
|
10,336 |
| |||||
Income before income taxes |
|
9,972 |
|
|
8,784 |
|
3,125 |
|
|
2,864 |
|
|
6,091 |
| |||||
Income tax provision |
|
3,122 |
|
|
3,158 |
|
1,119 |
|
|
960 |
|
|
2,076 |
| |||||
Net income |
$ |
6,850 |
|
$ |
5,626 |
$ |
2,006 |
|
$ |
1,904 |
|
$ |
4,015 |
| |||||
Diluted earnings per share |
$ |
1.50 |
|
$ |
1.21 |
$ |
0.50 |
|
$ |
0.50 |
|
$ |
1.05 |
| |||||
Basic earnings per share |
|
1.59 |
|
|
1.26 |
|
0.52 |
|
|
0.52 |
|
|
1.10 |
| |||||
Dividends per share |
|
0.50 |
|
|
0.44 |
|
0.21 |
|
|
0.20 |
|
|
0.40 |
|
The accompanying notes are an integral part of the consolidated financial statements.
38
NewMil Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
Common Stock |
Paid-in capital |
Retained earnings |
Treasury stock |
Accumulated other comp- rehensive income |
Total share- holders equity |
||||||||||||||||||||
(dollars in thousands) |
Shares |
Amount |
|||||||||||||||||||||||
Balances at June 30, 1999 |
5,990,138 |
|
2,995 |
$ |
43,773 |
|
$ |
10,637 |
|
$ |
(23,138 |
) |
$ |
(1,132 |
) |
$ |
33,135 |
| |||||||
Net income for year |
|
|
|
|
|
|
|
4,015 |
|
|
|
|
|
|
|
|
4,015 |
| |||||||
Net unrealized loss on securities available-for-sale, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
(230 |
) |
|
(230 |
) | |||||||
Total comprehensive income |
|
3,785 |
| ||||||||||||||||||||||
Cash dividends paid |
|
|
|
|
|
|
|
(1,453 |
) |
|
|
|
|
|
|
|
(1,453 |
) | |||||||
Exercise of stock options |
|
|
|
|
(441 |
) |
|
|
|
|
813 |
|
|
|
|
|
372 |
| |||||||
Common stock repurchased |
|
|
|
|
|
|
|
|
|
|
(1,514 |
) |
|
|
|
|
(1,514 |
) | |||||||
Balances at June 30, 2000 |
5,990,138 |
|
2,995 |
|
43,332 |
|
|
13,199 |
|
|
(23,839 |
) |
|
(1,362 |
) |
|
34,325 |
| |||||||
Net income for period |
|
|
|
|
|
|
|
2,006 |
|
|
|
|
|
|
|
|
2,006 |
| |||||||
Net unrealized gain on securities available-for-sale, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,117 |
|
|
2,117 |
| |||||||
Total comprehensive income |
|
4,123 |
| ||||||||||||||||||||||
Cash dividends paid |
|
|
|
|
|
|
|
(758 |
) |
|
|
|
|
|
|
|
(758 |
) | |||||||
Exercise of stock options |
|
|
|
|
(124 |
) |
|
|
|
|
197 |
|
|
|
|
|
73 |
| |||||||
Tax benefit from exercise of non-qualified stock options |
|
|
|
|
112 |
|
|
|
|
|
|
|
|
|
|
|
112 |
| |||||||
Common stock issued in consideration for purchase acquisition |
|
|
|
|
(565 |
) |
|
|
|
|
10,550 |
|
|
|
|
|
9,985 |
| |||||||
Common stock repurchased |
|
|
|
|
|
|
|
|
|
|
(343 |
) |
|
|
|
|
(343 |
) | |||||||
Balances at December 31, 2000 |
5,990,138 |
|
2,995 |
|
42,755 |
|
|
14,447 |
|
|
(13,435 |
) |
|
755 |
|
|
47,517 |
| |||||||
Net income for year |
|
|
|
|
|
|
|
5,626 |
|
|
|
|
|
|
|
|
5,626 |
| |||||||
Net unrealized gain on securities available-for-sale, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,166 |
|
|
2,166 |
| |||||||
Total comprehensive income |
|
7,792 |
| ||||||||||||||||||||||
Cash dividends paid |
|
|
|
|
|
|
|
(1,968 |
) |
|
|
|
|
|
|
|
(1,968 |
) | |||||||
Exercise of stock options |
|
|
|
|
(146 |
) |
|
|
|
|
279 |
|
|
|
|
|
133 |
| |||||||
Tax benefit from exercise of non-qualified stock options |
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
20 |
| |||||||
Common stock issued |
|
|
|
|
(61 |
) |
|
|
|
|
850 |
|
|
|
|
|
789 |
| |||||||
Common stock repurchased |
|
|
|
|
|
|
|
|
|
|
(3,689 |
) |
|
|
|
|
(3,689 |
) | |||||||
Balances at December 31, 2001 |
5,990,138 |
|
2,995 |
|
42,568 |
|
|
18,105 |
|
|
(15,995 |
) |
|
2,921 |
|
|
50,594 |
| |||||||
Net income for year |
|
|
|
|
|
|
|
6,850 |
|
|
|
|
|
|
|
|
6,850 |
| |||||||
Net unrealized gain on securities available-for-sale, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,858 |
|
|
2,858 |
| |||||||
Total comprehensive income |
|
9,708 |
| ||||||||||||||||||||||
Cash dividends paid |
|
|
|
|
|
|
|
(2,162 |
) |
|
|
|
|
|
|
|
(2,162 |
) | |||||||
Tax benefit from exercise of non-qualified stock options |
|
|
|
|
207 |
|
|
|
|
|
|
|
|
|
|
|
207 |
| |||||||
Exercise of stock options |
|
|
|
|
(481 |
) |
|
|
|
|
725 |
|
|
|
|
|
244 |
| |||||||
Common stock issued |
|
|
|
|
3 |
|
|
|
|
|
41 |
|
|
|
|
|
44 |
| |||||||
Common stock repurchased |
|
|
|
|
|
|
|
|
|
|
(4,399 |
) |
|
|
|
|
(4,399 |
) | |||||||
Balances at December 31, 2002 |
5,990,138 |
$ |
2,995 |
$ |
42,297 |
|
$ |
22,793 |
|
$ |
(19,628 |
) |
$ |
5,779 |
|
$ |
54,236 |
| |||||||
The accompanying notes are an integral part of the consolidated financial statements.
39
NewMil Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
||||||||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
1999 |
2000 |
|||||||||||||||
(unaudited) |
||||||||||||||||||||
Operating Activities |
||||||||||||||||||||
Net income |
$ |
6,850 |
|
$ |
5,626 |
|
$ |
2,006 |
|
$ |
1,904 |
|
$ |
4,015 |
| |||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||||||
Provision for loan losses |
|
|
|
|
|
|
|
(416 |
) |
|
(495 |
) |
|
(470 |
) | |||||
Provision for depreciation and amortization |
|
806 |
|
|
895 |
|
|
499 |
|
|
368 |
|
|
760 |
| |||||
Amortization of intangible assets |
|
287 |
|
|
654 |
|
|
82 |
|
|
|
|
|
|
| |||||
Amortization and accretion of securities premiums and discounts, net |
|
920 |
|
|
128 |
|
|
(65 |
) |
|
153 |
|
|
155 |
| |||||
Gains on sales of loans, net |
|
(574 |
) |
|
(406 |
) |
|
(93 |
) |
|
(84 |
) |
|
(147 |
) | |||||
Loss (gain) on sales of OREO, net |
|
43 |
|
|
|
|
|
(39 |
) |
|
(23 |
) |
|
(46 |
) | |||||
Gain on sale of branch |
|
|
|
|
|
|
|
|
|
|
(75 |
) |
|
(75 |
) | |||||
Losses on sales of securities, net |
|
|
|
|
|
|
|
|
|
|
109 |
|
|
109 |
| |||||
Loans originated for sale |
|
(34,505 |
) |
|
(24,753 |
) |
|
(5,275 |
) |
|
(4,599 |
) |
|
(7,377 |
) | |||||
Proceeds from sales of loans originated for sale |
|
35,079 |
|
|
25,159 |
|
|
5,368 |
|
|
4,683 |
|
|
7,524 |
| |||||
Tax benefit from exercise of non-qualified stock options |
|
207 |
|
|
20 |
|
|
112 |
|
|
|
|
||||||||
Deferred income (benefit) tax provision |
|
(137 |
) |
|
428 |
|
|
(74 |
) |
|
(14 |
) |
|
(94 |
) | |||||
Decrease (increase) in accrued interest income |
|
311 |
|
|
(372 |
) |
|
(98 |
) |
|
30 |
|
|
(557 |
) | |||||
(Decrease) increase in accrued interest expense and other liabilities |
|
(910 |
) |
|
816 |
|
|
161 |
|
|
(2,372 |
) |
|
(988 |
) | |||||
Decrease (increase) in other assets, net |
|
3,748 |
|
|
(7,493 |
) |
|
(49 |
) |
|
(39 |
) |
|
(596 |
) | |||||
Net cash provided (used) by operating activities |
|
12,125 |
|
|
702 |
|
|
2,119 |
|
|
(454 |
) |
|
2,213 |
| |||||
Investing Activities |
||||||||||||||||||||
Purchases of securities available-for-sale |
|
(28,180 |
) |
|
(40,796 |
) |
|
|
|
|
(8,536 |
) |
|
(32,218 |
) | |||||
Purchases of mortgage backed securities Available-for-sale |
|
(15,211 |
) |
|
(54,279 |
) |
|
|
|
|
(2,034 |
) |
|
(21,540 |
) | |||||
Proceeds from sales of mortgage backed securities available-for-sale |
|
|
|
|
|
|
|
|
|
|
8,411 |
|
|
8,411 |
| |||||
Proceeds from maturities and principal repayments of securities |
|
16,141 |
|
|
2,838 |
|
|
850 |
|
|
1,685 |
|
|
2,821 |
| |||||
Principal collected on mortgage backed securities |
|
45,407 |
|
|
23,382 |
|
|
7,095 |
|
|
9,119 |
|
|
15,808 |
| |||||
Loan (advances) repayments, net |
|
(6,903 |
) |
|
(7,784 |
) |
|
(8,870 |
) |
|
366 |
|
|
(9,418 |
) | |||||
Loans purchased |
|
(8,685 |
) |
|
|
|
|
|
|
|
(4,164 |
) |
|
(4,164 |
) | |||||
Net cash paid through purchase acquisition |
|
|
|
|
|
|
|
(4,268 |
) |
|
|
|
|
|
| |||||
Proceeds from sales of OREO |
|
129 |
|
|
|
|
|
255 |
|
|
190 |
|
|
398 |
| |||||
Payments to improve OREO |
|
|
|
|
(6 |
) |
|
|
|
|
(28 |
) |
|
(31 |
) | |||||
Purchases of Bank premises and equipment |
|
(1,790 |
) |
|
(496 |
) |
|
(790 |
) |
|
(135 |
) |
|
(201 |
) | |||||
Net cash provided (used) by investing activities |
|
908 |
|
|
(77,141 |
) |
|
(5,728 |
) |
|
4,874 |
|
|
(40,134 |
) | |||||
The accompanying notes are an integral part of the consolidated financial statements.
40
NewMil Bancorp, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS, continued:-
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
||||||||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
1999 |
2000 |
|||||||||||||||
(unaudited) |
||||||||||||||||||||
Financing Activities |
||||||||||||||||||||
Net increase (decrease) in deposits |
|
72,690 |
|
|
38,323 |
|
|
33,486 |
|
|
(866 |
) |
|
19,503 |
| |||||
Net increase in repurchase agreements |
|
1,609 |
|
|
1,192 |
|
|
4,591 |
|
|
|
|
|
|
| |||||
FHLB (repayments) advances, net |
|
(22,463 |
) |
|
40,040 |
|
|
(18,250 |
) |
|
(7,500 |
) |
|
20,750 |
| |||||
Common Stock repurchased |
|
(4,399 |
) |
|
(3,689 |
) |
|
(343 |
) |
|
(1,038 |
) |
|
(1,514 |
) | |||||
Proceeds from Common Stock reissued |
|
44 |
|
|
789 |
|
|
|
|
|
417 |
|
|
|
| |||||
Cash dividends paid |
|
(2,162 |
) |
|
(1,968 |
) |
|
(758 |
) |
|
(730 |
) |
|
(1,453 |
) | |||||
Proceeds from exercise of stock options |
|
244 |
|
|
133 |
|
|
73 |
|
|
336 |
|
|
372 |
| |||||
Net cash provided (used) by financing activities |
|
45,563 |
|
|
74,820 |
|
|
18,799 |
|
|
(9,381 |
) |
|
37,658 |
| |||||
Increase (Decrease) in cash and cash equivalents |
|
58,596 |
|
|
(1,619 |
) |
|
15,190 |
|
|
(4,961 |
) |
|
(263 |
) | |||||
Cash and federal funds sold, beginning of period |
|
26,194 |
|
|
27,813 |
|
|
12,623 |
|
|
12,886 |
|
|
12,886 |
| |||||
Cash and federal funds sold, end of period |
$ |
84,790 |
|
$ |
26,194 |
|
$ |
27,813 |
|
$ |
7,925 |
|
$ |
12,623 |
| |||||
Cash paid during period |
||||||||||||||||||||
Interest to depositors |
$ |
11,082 |
|
$ |
14,825 |
|
$ |
6,668 |
|
$ |
4,786 |
|
$ |
9,807 |
| |||||
Interest on borrowings |
|
2,318 |
|
|
1,827 |
|
|
1,021 |
|
|
394 |
|
|
1,203 |
| |||||
Income taxes |
|
3,121 |
|
|
3,118 |
|
|
970 |
|
|
817 |
|
|
1,723 |
| |||||
Non-cash transfers |
||||||||||||||||||||
From loans to OREO |
|
56 |
|
|
|
|
|
|
|
|
18 |
|
|
354 |
| |||||
Financed portion of OREO sales |
|
|
|
|
|
|
|
218 |
|
|
113 |
|
|
218 |
| |||||
Assets acquired and liabilities assumed in purchase acquisition |
||||||||||||||||||||
Fair value of non-cash assets acquired |
|
|
|
|
|
|
|
107,190 |
|
|
|
|
|
|
| |||||
Fair value of liabilities assumed |
|
|
|
|
|
|
|
99,256 |
|
|
|
|
|
|
| |||||
Common stock issued |
|
|
|
|
|
|
|
9,985 |
|
|
|
|
|
|
|
The accompanying notes are an integral part of the consolidated financial statements.
41
NewMil Bancorp, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NewMil is the bank holding company for NewMil Bank, a State chartered savings bank. NewMils activity is currently limited to the holding of the Banks outstanding capital stock and the Bank is the Companys only subsidiary and its primary investment. The Bank is a Connecticut chartered and Federal Deposit Insurance Corporation (the FDIC) insured savings bank headquartered in New Milford, Connecticut. The Banks principal business consists of attracting deposits from the public and using such deposits, with other funds, to make various types of loans and investments. The Bank conducts its business through 18 full-service offices and one special needs office located in Litchfield, Fairfield and New Haven Counties. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles. The following is a summary of significant accounting policies:
Principles of Consolidation
The consolidated financial statements include those of NewMil and its subsidiary after elimination of all intercompany accounts and transactions.
Change in Fiscal Year
In December 2000, NewMil changed its fiscal year to December 31 from June 30. All references in the financial statements to the year or period ended December 31, 2000 relate to the six-months then ended.
Basis of Financial Statement Presentation
The financial statements have been prepared in accordance with generally accepted accounting principles. In preparing the financial statements, management is required to make extensive use of estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of condition, and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan, management obtains independent appraisals for significant properties.
NewMils loans are generally collateralized by real estate located principally in Connecticut. In addition, substantially all OREO is located in Connecticut. Accordingly, the collectability of a substantial portion of the Companys loan portfolio and OREO through foreclosure is particularly susceptible to changes in market conditions.
While management uses available information to recognize losses on loans and OREO, future additions to the allowance or write-downs of OREO may be necessary based on changes in economic conditions, particularly in Connecticut. In addition, various regulatory agencies, as an integral part of their examination process, periodically review NewMils allowance for loan losses and valuation of OREO. Such agencies may require NewMil to recognize additions to the allowance or write-downs based on their judgments of information available to them at the time of their examination.
Securities
Securities that may be sold as part of NewMils asset/liability or liquidity management or in response to or in anticipation of changes in interest rates and resulting prepayment risk, or for other similar factors, are classified as available-for-sale and carried at their fair market value. Unrealized holding gains and losses on such securities are reported net of related taxes, if applicable, as a separate component of shareholders equity. Securities that NewMil has the ability and positive intent to hold to maturity are classified as held-to-maturity and carried at amortized cost. Realized gains and losses on the sales of all securities are reported in earnings and computed using the specific identification cost basis. Securities that NewMil has transferred from available-for-sale to held-to-maturity are carried at the fair value at the time of transfer, adjusted for subsequent amortization or accretion and are net of applicable taxes. Investment securities are reviewed regularly for other than temporary impairment. If there was other than temporary impairment, the carrying value of the investment security would be reduced to the estimated fair value, with the impairment loss recognized in the consolidated statements of income as other operating income, net.
Loans
Loans are reported at their principal outstanding balance net of charge-offs, deferred loan origination fees and costs, and unamortized premiums or discounts on purchased loans. Loan origination and commitment fees and certain direct origination costs are deferred and recognized over the life of the related loan as an adjustment of
42
yield, or taken into income when the related loan is sold.
Mortgage loans held-for-sale are valued at the lower of cost or market as determined by outstanding commitments from investors or current investor yield requirements calculated on the aggregate loan basis. Changes in the carrying value are reported in earnings as gains and losses on mortgage loans. Realized gains and losses on sales of mortgage loans are reported in earnings when the proceeds are received from investors.
The accrual of interest on loans, including impaired loans, is generally discontinued when principal or interest is past due by 90 days or more, or earlier when, in the opinion of management, full collection of principal or interest is unlikely unless such loans are well collateralized and in the process of collection. When a loan is placed on non-accrual status, interest previously accrued but not collected is charged against current income. Income on such loans, including impaired loans, is then recognized only to the extent that cash is received and future collection of principal is probable.
Loans, including impaired loans, are restored to accrual status when principal and interest payments are brought current and future payments are reasonably assured, following a sustained period of repayment performance by the borrower in accordance with the loans contractual terms.
Troubled debt restructurings (TDR) are renegotiated loans for which concessions, such as the reduction of interest rates, deferral of interest or principal payments, or partial forgiveness of principal and interest, have been granted due to a deterioration in a borrowers financial condition. Interest to be paid on a deferred or contingent basis is reported in earnings only as collected.
Allowance for Loan Losses
NewMil periodically reviews the allowance for loan losses in order to maintain the allowance at a level sufficient to absorb credit losses. NewMils review is based upon a detailed evaluation of the loan portfolio through a process which considers numerous factors, including estimated credit losses based upon internal and external portfolio reviews, delinquency levels and trends, estimates of the current value of underlying collateral, concentrations, portfolio volume and mix, changes in lending policy, current economic conditions and historical loan loss experience over a 10-to-15 year economic cycle, and examinations performed by regulatory authorities. The allowance for loan losses is increased through charges to earnings in the form of a provision for loan losses. When a loan or portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are credited to the allowance. While NewMil uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in regional economic conditions and related factors.
NewMil measures impaired loans based on the present value of the expected future cash flows discounted at the loans effective interest rate, or the fair value of the collateral, less estimated selling costs, if the loan is collateral dependent and foreclosure is probable. NewMil recognizes impairment by creating a valuation allowance. A loan is impaired when, based on current information, it is probable that NewMil will be unable to collect all amounts due according to the contractual terms of the loan. Smaller-balance homogeneous loans consisting of residential mortgages and consumer loans are evaluated for collectability by NewMil based on historical loss experience rather than on an individual loan-by-loan basis. Impaired loans are primarily commercial mortgages, collateralized by real estate.
Other Real Estate Owned
Real estate acquired through foreclosure, forgiveness of debt and in lieu of debt, is stated at the lower of cost (principally loan amount) or fair value minus estimated selling expenses. When a loan is reclassified as real estate acquired any excess of the loan balance over its fair value less estimated selling costs is charged against the allowance for loan losses. Costs relating to the subsequent development or improvement of a property are capitalized, to the extent realizable. Holding costs and any subsequent provisions to reduce the carrying value of a property to fair value minus estimated selling expenses are charged to earnings and classified as real estate acquired expense. Fair value is determined by current appraisals.
Income Taxes
Deferred income taxes are provided for differences arising in the timing of income and expenses for financial reporting and for income tax purposes using the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. NewMil provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is assured beyond a reasonable doubt.
43
Bank Premises and Equipment
Bank premises, furniture and equipment are carried at cost, less accumulated depreciation and amortization computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on the straight-line basis over the shorter of the estimated useful lives of the improvements or the term of the related leases.
Intangible Assets
Intangible assets consist of core deposit intangibles and goodwill. Intangible assets equal the excess of the purchase price over the fair value of the tangible net assets acquired in acquisitions accounted for using the purchase method of accounting. The core deposit intangibles are being amortized on a declining balance method over a period of seven years from the acquisition date. Upon adoption of SFAS 142 all goodwill and intangible assts must be tested for impairment. In addition NewMil ceased to amortize goodwill in accordance with the Statement. On a periodic basis, management assesses intangible assets for impairment. If a permanent loss in value is indicated, an impairment charge to income will be recognized.
Stock-Based Compensation
NewMils stock-based compensation plans are accounted for based on the intrinsic value method set forth in Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to Employees, and related interpretations. Compensation expense for employee stock options is generally not recognized if the exercise price of the option equals or exceeds the fair value of the stock on the date of the grant.
Statement of Cash Flows
For the purpose of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash and due from banks, interest-bearing deposits at other financial institutions and overnight federal funds sold.
Computation of Earnings per Share
Basic earnings per share is computed using the weighted-average common shares outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share except the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued. The shares used in the computations are as follows:
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, | ||||||||
(in thousands) |
2002 |
2001 |
2000 |
1999 |
2000 | |||||
Basic |
4,321 |
4,467 |
3,890 |
3,656 |
3,635 | |||||
Effect of dilutive stock options |
234 |
172 |
145 |
184 |
172 | |||||
Diluted |
4,555 |
4,639 |
4,035 |
3,840 |
3,807 | |||||
Segments of an Enterprise and Related Information
In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131 Disclosures about Segments of an Enterprise and Related Information (SFAS 131). Operating segment financial information is required to be reported on the basis that it is used internally for evaluating segment performance and allocation of resources. NewMil does not have any operating segments, as defined by SFAS 131, and therefore, has not disclosed the additional information.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) approved Statements of Financial Accounting Standards No. 141, Business Combinations (SFAS 141) and No. 142 Goodwill and Other Intangible Assets (SFAS 142) which became effective July 1, 2001 and January 1, 2002, respectively for NewMil. SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Under SFAS 142, amortization of goodwill, including goodwill recorded in past business combinations, was discontinued upon adoption of this standard. All goodwill and intangible assets must be tested for impairment in accordance with the provisions of the Statement. Upon adoption of SFAS 141 and 142, NewMil ceased to amortize approximately $82,000 each quarter for goodwill and did not record any impairment charges.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (Statement 143), which addresses financial accounting and reporting for legal obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 is effective for fiscal years beginning after June 15, 2002. This Statement is not expected to have a material impact on the Companys consolidated financial statements.
44
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of Long-Lived Assets (SFAS 144) which supercedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS 121) and the accounting and reporting provisions of APB No. 30, Reporting the Results of Operation Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business. While SFAS 144 retains many of the fundamental provisions of SFAS 121, it establishes a single accounting model for long-lived assets to be disposed of by sale, and resolves certain implementation issues not previously addressed by SFAS 121. SFAS 144 is effective for fiscal years beginning after December 15, 2001. This Statement is not expected to have a material impact on NewMils consolidated financial statements.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS 145). Among other things, SFAS 145 rescinds FASB Statement No. 4, Reporting Gains and Losses From Extinguishment of Debt, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. The provisions of SFAS 145 related to the rescission of SFAS 4 are effective for fiscal years beginning after May 15, 2002, with early application encouraged. This statement is not expected to have a material impact on NewMils consolidated financial statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146) which requires, among other things, recording a liability for costs associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. Commitment to an exit plan or a plan of disposal expresses only managements future actions and, therefore, does not meet the requirement for recognizing a liability and the related expense. The provisions of SFAS 146 are effective prospectively for exit and disposal activities initiated after December 31, 2002. This statement is not expected to have a material impact on NewMils consolidated financial statements.
In October 2002, the FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, which provides guidance on the accounting for the acquisition of a financial institution and supersedes the guidance provided in SFAS No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions. SFAS 147, which was effective upon issuance, requires companies to cease amortization of unidentified intangible assets associated with certain branch acquisitions and reclassify those assets to goodwill. SFAS 147 also requires that certain long term customer relationship intangible assets be subject to the same recoverability test and impairment loss recognition and measurement provisions required for other long-lived assets under SFAS 144. This new guidance has had no impact on NewMils consolidated financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, which provides guidance on how to transition from the intrinsic value method of accounting for stock-based employee compensation under APB 25 to the fair value method under SFAS 123, if the company so elects. SFAS 148 also amends the disclosure provisions of SFAS 123 to require prominent disclosure about the effects on reported net income of an entity´s accounting policy decisions with respect to stock-based employee compensation and amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about those effects in interim financial information. NewMil expects that this pronouncement will have no impact on its consolidated financial statements, since NewMil does not expect to adopt the fair value method of accounting under SFAS 123. However, SFAS 148 will affect NewMils quarterly disclosures related to stock-based employee compensation.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 specifies the disclosures that must be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued and clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. FIN 45 does not prescribe a specific approach for subsequently measuring the guarantors recognized liability over the term of the related guarantee. This interpretation also incorporates, without change and supersedes, the guidance in FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness of Others. The initial recognition measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantors fiscal year-end. The disclosure requirements in FIN 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. This interpretation is not expected to have material impact on NewMils consolidated financial statements.
45
NOTE 2 BUSINESS COMBINATIONS
On November 9, 2000, NewMil acquired Nutmeg Federal Savings and Loan Association (Nutmeg) in a tax-free stock-for-stock and cash-for-stock exchange for a total purchase price of $20.3 million, in consideration for which NewMil paid $10.3 million in cash and issued 1.0 million shares of common stock. Nutmeg was a federally chartered savings and loan association headquartered in Danbury, Connecticut with $109.1 million in assets and $84.7 million in deposits with four branch locations, including two in Danbury, one in Bethel and one in Ridgefield, Connecticut. In connection with the acquisition, NewMil recorded goodwill of $8.1 million and a core deposit intangible of $1.4 million.
NOTE 3 SECURITIES
Securities classified as available-for-sale (carried at fair value) were as follows:
(in thousands) |
Estimated fair value |
Gross unrealized gains |
Gross unrealized losses |
Amortized cost | ||||||||
December 31, 2002 |
||||||||||||
U.S. Government Agency notes |
||||||||||||
After 1 but within 5 years |
$ |
47,672 |
$ |
2,212 |
$ |
|
$ |
45,460 | ||||
Corporate bonds |
||||||||||||
After 1 but within 5 years |
|
39,175 |
|
2,391 |
|
|
|
36,784 | ||||
Mortgage backed securities |
|
80,226 |
|
4,103 |
|
|
|
76,123 | ||||
Collateralized mortgage obligations |
|
3,643 |
|
116 |
|
|
|
3527 | ||||
Total debt securities |
|
170,716 |
|
8,822 |
|
|
|
161,894 | ||||
Equity securities |
|
3,853 |
|
1 |
|
|
|
3,852 | ||||
Total securities available-for-sale |
$ |
174,569 |
$ |
8,823 |
$ |
|
$ |
165,746 | ||||
December 31, 2001 |
||||||||||||
U.S. Government Agency notes |
||||||||||||
After 1 but within 5 years |
$ |
21,151 |
$ |
606 |
$ |
|
$ |
20,545 | ||||
Corporate bonds |
||||||||||||
After 1 but within 5 years |
|
38,803 |
|
2,009 |
|
1 |
|
36,795 | ||||
Mortgage backed securities |
|
102,407 |
|
1,670 |
|
28 |
|
100,765 | ||||
Collateralized mortgage obligations |
|
15,513 |
|
260 |
|
|
|
15,253 | ||||
Total debt securities |
|
177,874 |
|
4,545 |
|
29 |
|
173,358 | ||||
Equity securities |
|
3,749 |
|
1 |
|
|
|
3,748 | ||||
Total securities available-for-sale |
$ |
181,623 |
$ |
4,546 |
$ |
29 |
$ |
177,106 | ||||
Securities classified as held-to-maturity (carried at amortized cost) were as follows:
(in thousands) |
Amortized cost(a) |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | ||||||||
December 31, 2002 |
||||||||||||
Municipal bonds |
||||||||||||
After 1 but within 5 years |
$ |
250 |
$ |
5 |
$ |
|
$ |
255 | ||||
After 10 years |
|
10,527 |
|
212 |
|
|
|
10,739 | ||||
Mortgage backed securities |
|
8,531 |
|
606 |
|
|
|
9,137 | ||||
Collateralized mortgage obligations |
|
3,784 |
|
148 |
|
|
|
3,932 | ||||
Total securities held-to-maturity |
$ |
23,092 |
$ |
971 |
$ |
|
$ |
24,063 | ||||
December 31, 2001 |
||||||||||||
Municipal bonds |
||||||||||||
After 1 but within 5 years |
$ |
500 |
$ |
5 |
$ |
|
$ |
505 | ||||
After 10 years |
|
10,536 |
|
|
|
370 |
|
10,166 | ||||
Mortgage backed securities |
|
14,385 |
|
534 |
|
|
|
14,919 | ||||
Collateralized mortgage obligations |
|
5,364 |
|
133 |
|
|
|
5,497 | ||||
Total securities held-to-maturity |
$ |
30,785 |
$ |
672 |
$ |
370 |
$ |
31,087 | ||||
(a) Securities transferred from available-for-sale are carried at estimated fair value as of the transfer date and adjusted for subsequent amortization.
46
Cash proceeds and realized gains and losses from sales of securities were as follows:
(in thousands) |
Cash proceeds |
Realized gains |
Realized losses | ||||||
Six months ended December 31, 2000 |
|||||||||
U.S. Treasury Notes, available-for-sale |
$ |
4,653 |
$ |
|
$ |
| |||
Six months ended December 31, 1999 |
|||||||||
Mortgage backed securities, available-for-sale |
$ |
8,411 |
$ |
|
$ |
109 | |||
Year ended June 30, 2000 |
|||||||||
Mortgage backed securities, available-for-sale |
$ |
8,411 |
$ |
|
$ |
109 | |||
At December 31, 2002 securities with a carrying value and market value aggregating approximately $5,523,000 and $5,631,000, respectively, were pledged as collateral against public funds and securities with a carrying value and market value aggregating approximately $21,563,000 and $21,563,000, respectively, were pledged as collateral against repurchase agreements. Also, securities with a carrying value and market value aggregating $5,612,000 and $6,019,000, respectively, were pledged as collateral against Treasury Tax & Loan Deposits.
NOTE 4 LOANS
The composition of the loan portfolio is as follows:
December 31, |
||||||||
(in thousands) |
2002 |
2001 |
||||||
Real estate mortgages |
||||||||
1-to-4 family residential |
$ |
197,318 |
|
$ |
180,513 |
| ||
5-or-more family residential |
|
9,759 |
|
|
14,649 |
| ||
Commercial |
|
98,035 |
|
|
78,091 |
| ||
Land & land development |
|
2,080 |
|
|
2,997 |
| ||
Home equity credit |
|
28,562 |
|
|
32,580 |
| ||
Commercial & Industrial |
|
14,364 |
|
|
34,254 |
| ||
Installment & other |
|
2,466 |
|
|
3,089 |
| ||
Total loans, gross |
|
352,584 |
|
|
346,173 |
| ||
Deferred loan origination fees & purchase premium, net |
|
(119 |
) |
|
(303 |
) | ||
Allowance for loan losses |
|
(5,250 |
) |
|
(5,502 |
) | ||
Total loans, net |
$ |
347,215 |
|
$ |
340,368 |
| ||
December 31, | ||||||
(in thousands) |
2002 |
2001 | ||||
Impaired loans |
||||||
With no valuation allowance |
$ |
471 |
$ |
77 | ||
With valuation allowance |
|
479 |
|
696 | ||
Total impaired loans |
|
950 |
|
773 | ||
Valuation allowance |
|
139 |
|
100 | ||
Commitments to lend additional amounts to impaired borrowers |
|
|
|
| ||
Average impaired loans |
|
850 |
|
749 | ||
Valuation of impaired loans based on: |
||||||
Discounted cash flows |
|
|
|
| ||
Collateral values |
|
811 |
|
673 |
NewMils loans consist primarily of residential and commercial real estate loans located principally in western Connecticut, NewMils service area. NewMil offers a broad range of loan and credit facilities to borrowers in its service area, including residential mortgage loans, commercial real estate loans, construction loans, working capital loans, and a variety of consumer loans, including home equity lines of credit, and installment and collateral loans. All residential and commercial mortgage loans are collateralized by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations is dependent in large part upon the status of the regional economy and regional real estate market. Accordingly, the ultimate collectability
47
of a substantial portion of the NewMils loan portfolio and the recovery of a substantial portion of OREO is susceptible to changes in market conditions.
Changes in the allowance for loan losses are as follows:
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
||||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 |
||||||||||||
Balance, beginning of period |
$ |
5,502 |
|
$ |
5,518 |
|
$ |
4,978 |
|
$ |
4,989 |
| ||||
Provision for losses |
|
|
|
|
|
|
|
(416 |
) |
|
(470 |
) | ||||
Allowance acquired from purchase of Nutmeg |
|
|
|
|
|
|
|
584 |
|
|||||||
Charge-offs |
|
(475 |
) |
|
(74 |
) |
|
(49 |
) |
|
(177 |
) | ||||
Recoveries |
|
223 |
|
|
58 |
|
|
421 |
|
|
636 |
| ||||
Balance, end of period |
$ |
5,250 |
|
$ |
5,502 |
|
$ |
5,518 |
|
$ |
4,978 |
| ||||
NOTE 5 NON-PERFORMING ASSETS
The components of non-performing assets are as follows:
December 31, | ||||||
(in thousands) |
2002 |
2001 | ||||
Non-accrual loans |
$ |
254 |
$ |
985 | ||
Accruing loans past due 90 days or more |
|
1,281 |
|
760 | ||
Accruing troubled debt restructured loans |
|
|
|
| ||
Total non-performing loans |
|
1,535 |
|
1,745 | ||
Real estate acquired in settlement of loans |
|
|
|
116 | ||
Total non-performing assets |
$ |
1,535 |
$ |
1,861 | ||
The reductions in interest income associated with non-accrual loans are as follows:
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, | ||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 | ||||||||
Income in accordance with original terms |
$ |
16 |
$ |
95 |
$ |
61 |
$ |
68 | ||||
Income recognized |
|
6 |
|
65 |
|
13 |
|
15 | ||||
Reduction in interest income |
$ |
10 |
$ |
30 |
$ |
48 |
$ |
53 | ||||
NOTE 6 BANK PREMISES AND EQUIPMENT
The components of premises and equipment are as follows:
December 31, |
||||||||
(in thousands) |
2002 |
2001 |
||||||
Land |
$ |
1,321 |
|
$ |
1,140 |
| ||
Buildings and improvements |
|
6,747 |
|
|
6,030 |
| ||
Equipment |
|
5,399 |
|
|
4,565 |
| ||
Leasehold improvements |
|
596 |
|
|
596 |
| ||
Total cost |
|
14,063 |
|
|
12,331 |
| ||
Accumulated depreciation and amortization |
|
(6,987 |
) |
|
(6,239 |
) | ||
Bank premises and equipment, net |
$ |
7,076 |
|
$ |
6,092 |
| ||
48
NOTE 7 BORROWINGS
Fixed rate advances from the Federal Home Loan Bank of Boston are as follows:
December 31, | ||||||
(in thousands) |
2002 |
2001 | ||||
1.963% due January 2, 2002 |
$ |
|
$ |
2,205 | ||
2.18% due January 3, 2002 |
|
|
|
7,000 | ||
1.82% due January 9, 2002 |
|
|
|
5,000 | ||
1.87% due January 16, 2002 |
|
|
|
5,000 | ||
1.87% due January 23, 2002 |
|
|
|
5,622 | ||
4.35% due June, 20, 2003 |
|
10,000 |
|
10,000 | ||
4.56% due August 10, 2006(a) |
|
7,699 |
|
9,549 | ||
4.49% due August 31, 2006(a) |
|
7,695 |
|
9,549 | ||
4.39% due September 11, 2006(a) |
|
10,221 |
|
12,615 | ||
3.76% due February 1, 2007(a) |
|
8,462 |
|
| ||
4.49% due October 6, 2008(b) |
|
1,000 |
|
1,000 | ||
Total |
$ |
45,077 |
$ |
67,540 | ||
(a) | Five year amortizing advances |
(b) | Advance is callable quarterly |
NewMil has a pre-approved line of credit of up to 2% of total assets with the Federal Home Loan Bank of Boston (FHLBB) under the FHLBBs IDEAL Way Line of Credit Program. These advances are one-day variable rate loans with automatic rollover. Under an agreement with the FHLBB NewMil is required to maintain qualified collateral, as defined in the FHLBBs Statement of Credit Policy, free and clear of liens, pledges and encumbrances, as collateral for the advances and the pre-approved line of credit. NewMil maintains qualified collateral in excess of the amount required to support the outstanding advances and the pre-approved line of credit at December 31, 2002.
NewMil enters into repurchase agreements directly with its customers. These agreements are offered as an overnight or short-term investment to NewMils customers. Information concerning short-term borrowings represented by securities sold under agreements to repurchase is presented as follows:
December 31, |
||||||||
(dollars in thousands) |
2002 |
2001 |
||||||
Repurchase agreements |
$ |
7,392 |
|
$ |
5,783 |
| ||
Book value of collateral |
||||||||
US Government Agency notes |
|
21,563 |
|
|
18,869 |
| ||
Market value of collateral |
|
21,563 |
|
|
18,894 |
| ||
Weighted average rate |
|
1.72 |
% |
|
2.25 |
% | ||
weighted average maturity |
|
1 day |
|
|
1 day |
|
NOTE 8 INCOME TAXES
NewMil provides deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not. The components of the income tax provision were as follows:
49
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
|||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 |
|||||||||||
Current provision |
|||||||||||||||
Federal |
$ |
3,258 |
|
$ |
2,730 |
$ |
1,193 |
|
$ |
2,170 |
| ||||
State |
|
1 |
|
|
|
|
|
|
|
|
| ||||
Total |
|
3,259 |
|
|
2,730 |
|
1,193 |
|
|
2,170 |
| ||||
Deferred (benefit) provision |
|||||||||||||||
Federal |
|
(137 |
) |
|
428 |
|
(74 |
) |
|
(94 |
) | ||||
State |
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
(137 |
) |
|
428 |
|
(74 |
) |
|
(94 |
) | ||||
Income tax provision |
$ |
3,122 |
|
$ |
3,158 |
$ |
1,119 |
|
$ |
2,076 |
| ||||
The following is a reconciliation of the expected federal statutory tax to the income tax provision:
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 |
||||||||
Income tax at statutory federal tax rate |
34.0 |
% |
34.0 |
% |
34.0 |
% |
34.0 |
% | ||||
Connecticut Corporation tax, net of federal tax benefit |
0.0 |
|
0.0 |
|
0.0 |
|
0.0 |
| ||||
Cash Surrender Value Life Insurance |
(1.6 |
) |
0.0 |
|
0.0 |
|
0.0 |
| ||||
Goodwill |
|
|
1.0 |
|
0.9 |
|
|
| ||||
Other |
(1.1 |
) |
1.0 |
|
0.9 |
|
0.1 |
| ||||
Effective income tax rates |
31.3 |
% |
36.0 |
% |
35.8 |
% |
34.1 |
% | ||||
The components of NewMils net deferred tax asset are as follows:
December 31, 2002 |
December 31, 2001 |
|||||||||||||||
(in thousands) |
Federal |
State |
Federal |
State |
||||||||||||
Deferred tax assets |
||||||||||||||||
Net operating losses |
$ |
|
|
$ |
2,838 |
|
$ |
|
|
$ |
1,897 |
| ||||
Bad debt expense, book |
|
1,785 |
|
|
394 |
|
|
1,871 |
|
|
413 |
| ||||
Post retirement benefits |
|
538 |
|
|
119 |
|
|
411 |
|
|
91 |
| ||||
Other |
|
83 |
|
|
114 |
|
|
120 |
|
|
80 |
| ||||
Total deferred tax assets |
|
2,406 |
|
|
3,465 |
|
|
2,402 |
|
|
2,481 |
| ||||
Deferred tax liabilities |
||||||||||||||||
Unrealized gains on securities available-for-sale and transferred to held-to-maturity |
|
2,977 |
|
|
|
|
|
1,505 |
|
|
|
| ||||
Prepaid Pension |
|
500 |
|
|
110 |
|
|
431 |
|
|
95 |
| ||||
Bad debt expense, tax |
|
671 |
|
|
148 |
|
|
800 |
|
|
177 |
| ||||
Other |
|
479 |
|
|
106 |
|
|
552 |
|
|
122 |
| ||||
Total deferred tax liabilities |
|
4,627 |
|
|
364 |
|
|
3,288 |
|
|
394 |
| ||||
Net deferred tax (liabilities) asset |
|
(2,221 |
) |
|
3,101 |
|
|
(886 |
) |
|
2,087 |
| ||||
Valuation reserve |
|
|
|
|
(3,101 |
) |
|
|
|
|
(2,087 |
) | ||||
Net deferred tax liabilities |
$ |
(2,221 |
) |
$ |
|
|
$ |
(886 |
) |
$ |
|
| ||||
The allocation of deferred tax expense involving items charged to income and items charged directly to shareholders equity and items charged to goodwill are as follows:
50
December 31, 2002 |
December 31, 2001 | ||||||||||||
(in thousands) |
Federal |
State |
Federal |
State | |||||||||
Deferred tax expense (benefit) allocated to: |
|||||||||||||
Shareholders equity |
$ |
1,472 |
|
$ |
|
$ |
1,117 |
$ |
| ||||
Goodwil |
|
|
|
|
|
|
477 |
|
| ||||
Income |
|
(137 |
) |
|
|
|
428 |
|
| ||||
Total deferred tax expense |
$ |
1,335 |
|
$ |
|
$ |
2,022 |
$ |
| ||||
NewMil will only recognize a deferred tax asset when, based upon available evidence, realization is more likely than not.
At December 31, 2002 and 2001, a valuation allowance was established for the entire amount of the state deferred tax assets as a result of Connecticut legislation that permits banks to shelter certain mortgage income from the Connecticut corporation business tax through the use of a special purpose entity called a passive investment company. In accordance with this legislation, in 1999 NewMil formed a PIC, NewMil Mortgage Company. NewMil does not expect to pay state income tax in the foreseeable future unless there is a change in State of Connecticut corporate tax law.
NOTE 9 RETIREMENT PLANS
NewMil has a non-contributory defined benefit pension plan (the Pension Plan) covering all eligible employees. Since September 1, 1993 benefit accruals have been suspended under the Pension Plan for all employees. The accrued benefits are primarily based on compensation and length of service. Pension Plan assets consist principally of cash, money market funds, bonds and equity securities. The funded status of the Pension Plan was as follows:
(in thousands) |
December 31, 2002 |
December 31, 2001 |
||||||
Change in benefit obligation: |
||||||||
Benefit obligation, beginning of year |
$ |
6,308 |
|
$ |
5,394 |
| ||
Service cost |
|
|
|
|
|
| ||
Interest cost |
|
424 |
|
|
428 |
| ||
Impact of assumption change |
|
(322 |
) |
|
654 |
| ||
Experience loss |
|
86 |
|
|
84 |
| ||
Impact of plan changes |
|
202 |
|
|
|
| ||
Plan participants contributions |
|
|
|
|
|
| ||
Actuarial gain |
|
|
|
|
|
| ||
Benefits paid |
|
(279 |
) |
|
(252 |
) | ||
Benefit obligation, end of year |
|
6,419 |
|
|
6,308 |
| ||
Change in plan assets: |
||||||||
Fair value of plan assets, beginning of year |
|
7,399 |
|
|
9,588 |
| ||
Actual loss on plan assets |
|
(698 |
) |
|
(1,937 |
) | ||
Employer contribution |
|
|
|
|
|
| ||
Plan participants contribution |
|
|
|
|
|
| ||
Benefits paid |
|
(279 |
) |
|
(252 |
) | ||
Fair value of plan assets, end of year |
|
6,422 |
|
|
7,399 |
| ||
Funded status |
|
3 |
|
|
1,090 |
| ||
Unrecognized prior service cost |
|
202 |
|
|
|
| ||
Unrecognized net actuarial loss |
|
1,267 |
|
|
176 |
| ||
Prepaid benefit cost |
$ |
1,472 |
|
$ |
1,266 |
| ||
51
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
||||||||||||||
(dollars in thousands) |
2002 |
2001 |
2000 |
2000 |
||||||||||||
Weighted-average assumptions: |
||||||||||||||||
Discount rate |
|
6.50 |
% |
|
7.00 |
% |
|
8.00 |
% |
|
7.50 |
% | ||||
Expected return on plan assets |
|
8.75 |
|
|
8.50 |
|
|
8.50 |
|
|
8.50 |
| ||||
Components of net periodic cost: |
||||||||||||||||
Interest cost |
$ |
424 |
|
$ |
428 |
|
$ |
205 |
|
$ |
330 |
| ||||
Expected return on plan assets |
|
(630 |
) |
|
(799 |
) |
|
(409 |
) |
|
(623 |
) | ||||
Amortization of recognized net gain |
|
|
|
|
(137 |
) |
|
(109 |
) |
|
(175 |
) | ||||
Net pension income |
$ |
(206 |
) |
$ |
(508 |
) |
$ |
(313 |
) |
$ |
(468 |
) | ||||
For the first half of the fiscal year ended June 30, 2000 NewMil measured net periodic pension cost under the premise that the plan would be terminated during 2000. During the quarter ended December 31, 1999, NewMil made a strategic decision not to terminate the plan and to continue the plan in a frozen status. This change in strategy was deemed a significant event per paragraph 53 of SFAS No. 87 Employers Accounting for Pensions which necessitated a change in measurement assumptions.
No contributions were made to the Pension Plan in 2002, 2001, 2000 or 1999.
NewMil has a 401(k) Savings Retirement Plan covering all eligible employees. Participants may contribute up to 15% of their compensation, subject to a maximum of $11,000 per year in 2002. Individuals age 50 or higher during 2002 are eligible to contribute a catch-up contribution amounting to an additional $1,000. Effective January 1, 2000, NewMil amended the 401(k) Savings Retirement Plan in order to adopt the provisions of the IRS safe harbor rules. For the period from July 1, 1999 to December 31, 1999 NewMil contributed amounts equal to 50% of annual employee contributions up to 6% of participants compensation. Since January 1, 2000, NewMil contributes amounts equal to 100% of annual employee contributions up to 3% of participants compensation and 50% of the next 2% of annual employee contributions of participants compensation. Since the amendment to the Plan, employees are fully vested in NewMils contributions. NewMil contributed $171,000 to the Plan in 2002, $161,000 to the Plan in 2001, $59,000 for the six-month period ended December 31, 2000 and $100,000 for the year ended June 30, 2000. The plan allows for NewMil to make non-contributory profit sharing contributions. No profit sharing contributions were made during 2002, 2001 or 2000.
NewMil provides post-retirement health benefits for eligible current retirees and eligible employees. Post-retirement life insurance benefits are provided for employees that were eligible for retirement as of October 1, 1993 and certain eligible current retirees. The cost of post-retirement health care benefits is shared by NewMil and the retiree, and benefits are based on deductible and coinsurance provisions. The post-retirement life insurance benefits are non-contributory, and benefits are based on a percentage of the base pay at retirement. Effective October 1, 1993 NewMil suspended certain post-retirement benefits and introduced a co-pay provision for new employees hired on or after October 1, 1993. NewMil does not advance-fund its post-retirement health care and life insurance benefit plan. Post-retirement expense was $84,000 for 2002, $75,000 for 2001, $30,000 and $30,000 for the six month period ended December 31, 2000 and $67,000 for the year ended June 30, 2000. As of December 31, 2002, NewMils post-retirement liability was $457,000 based upon a discount rate of 6.5% and health care cost contributions from NewMil, amounting to $21,000.
NewMil provides supplemental retirement benefits to certain key executives. Supplemental retirement expense was $220,000 for 2002, $12,000 for 2001, $20,000 for the six month period ended December 31, 2000, and $16,000 for the year ended June 30, 2000.
NOTE 10 SHAREHOLDERS EQUITY
Capital Requirements
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional and discretionary actions by the regulators that, if undertaken, could have a direct material effect on the Banks financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific guidelines that involve quantitative measures of the Banks assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
52
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier 1 capital (as defined) to average assets (as defined) and total and Tier 1 capital (as defined) to risk-weighted assets (as defined). Management believes, as of December 31, 2002, that the Bank meets all capital adequacy requirements to which it is subject.
The Bank was classified, as of its most recent notification, as well capitalized. The Banks actual regulatory capital position and minimum capital requirements as defined For Capital Adequacy Purposes and To Be Well Capitalized Under Prompt Corrective Action Provisions are as follows:
December 31, 2002 |
December 31, 2001 |
|||||||||||
(dollars in thousands) |
Amount |
Ratio |
Amount |
Ratio |
||||||||
Actual Capital Position |
||||||||||||
Tier 1 leverage |
$ |
39,623 |
6.14 |
% |
$ |
38,296 |
6.55 |
% | ||||
Tier 1 risk-based |
|
39,623 |
10.92 |
|
|
38,296 |
10.91 |
| ||||
Total risk-based |
|
44,167 |
12.17 |
|
|
42,698 |
12.16 |
| ||||
Minimum Requirement For Capital Adequacy |
||||||||||||
Tier 1 leverage |
|
25,806 |
4.00 |
|
|
23,388 |
4.00 |
| ||||
Tier 1 risk-based |
|
14,512 |
4.00 |
|
|
14,042 |
4.00 |
| ||||
Total risk-based |
|
29,024 |
8.00 |
|
|
28,084 |
8.00 |
| ||||
Minimum Requirement To Be Well Capitalized |
||||||||||||
Tier 1 leverage |
|
32,258 |
5.00 |
|
|
29,235 |
5.00 |
| ||||
Tier 1 risk-based |
|
21,768 |
6.00 |
|
|
21,063 |
6.00 |
| ||||
Total risk-based |
|
36,280 |
10.00 |
|
|
35,105 |
10.00 |
|
Restrictions on Subsidiarys Dividends and Payments
NewMils ability to pay dividends is dependent on the Banks ability to pay dividends to NewMil. There are certain restrictions on the payment of dividends and other payments by the Bank to NewMil. Under Connecticut law the Bank is prohibited from declaring a cash dividend on its common stock except from its net profit for the current year and retained net profits for the preceding two years. Consequently, the maximum amount of dividends payable by the Bank to NewMil at December 31, 2002 was $3,276,000. In some instances further restrictions on dividends may be imposed on NewMil by the FRB.
Repurchases of Common Stock
In August 14, 2002, NewMil announced its intention to repurchase 213,977, or 5%, of its outstanding shares of common stock in the open market and unsolicited negotiated transactions, including block purchases. The purpose of NewMils repurchase plans is to offset the future dilution from shares issued upon the exercise of stock options under NewMils stock option plans, and for general corporate purposes.
During 2002 NewMil repurchased 226,250 shares of common stock for total consideration of $4,399,225, or $19.44 per average share, under a 222,593 share repurchase plan announced on July 18, 2001 and a 213,977 share repurchase plan announced on August 14, 2002.
NOTE 11 COMPREHENSIVE INCOME
Comprehensive income includes net income and any changes in equity from non-owner sources that are not recorded in the income statement (such as changes in net unrealized gains (losses) on securities). The purpose of reporting comprehensive income is to report a measure of all changes in equity of an enterprise that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. NewMils only component of other comprehensive income is net unrealized gains (losses) on securities. The components of comprehensive income are as follows:
53
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
|||||||||||
(in thousands ) |
2002 |
2001 |
2000 |
2000 |
|||||||||
Net income |
$ |
6,850 |
$ |
5,626 |
$ |
2,006 |
$ |
4,015 |
| ||||
Net unrealized gains (losses) on securities during period |
|
2,858 |
|
2,166 |
|
2,117 |
|
(230 |
) | ||||
Comprehensive income |
$ |
9,708 |
$ |
7,792 |
$ |
4,123 |
$ |
3,785 |
| ||||
The components of other comprehensive income, and related tax effects are as follows:
(in thousands) |
Before tax amount |
Tax (expense) benefit |
Net of tax amount |
|||||||||
Year ended December 31, 2002 |
||||||||||||
Net unrealized gains on securities available-for-sale during year |
$ |
4,306 |
|
$ |
(1,464 |
) |
$ |
2,842 |
| |||
Accretion of unrealized loss on securities transferred from available-for-sale to held-to-maturity |
|
24 |
|
|
(8 |
) |
|
16 |
| |||
Net unrealized gains on securities during year |
$ |
4,330 |
|
$ |
(1,472 |
) |
$ |
2,858 |
| |||
Year ended December 31, 2001 |
||||||||||||
Net unrealized gains on securities available-for-sale during year |
$ |
3,270 |
|
$ |
(1,112 |
) |
$ |
2,158 |
| |||
Accretion of unrealized loss on securities transferred from available-for-sale to held-to-maturity |
|
12 |
|
|
(4 |
) |
|
8 |
| |||
Net unrealized gains on securities during year |
$ |
3,282 |
|
$ |
(1,116 |
) |
$ |
2,166 |
| |||
Six months ended December 31, 2000 |
||||||||||||
Net unrealized gains on securities available-for-sale during period |
$ |
3,199 |
|
$ |
(1,088 |
) |
$ |
2,111 |
| |||
Accretion of unrealized loss on securities transferred from available-for-sale to held-to-maturity |
|
9 |
|
|
(3 |
) |
|
6 |
| |||
Net unrealized gains on securities during period |
$ |
3,208 |
|
$ |
(1,091 |
) |
$ |
2,117 |
| |||
Year ended June 30, 2000 |
||||||||||||
Net unrealized losses on securities available-for-sale during year |
$ |
(501 |
) |
$ |
170 |
|
$ |
(331 |
) | |||
Reclassification adjustment for realized loss included in net income |
|
109 |
|
|
(37 |
) |
|
72 |
| |||
Accretion of unrealized loss on securities transferred from available-for-sale to held-to-maturity |
|
44 |
|
|
(15 |
) |
|
29 |
| |||
Net unrealized losses on securities during year |
$ |
(348 |
) |
$ |
118 |
|
$ |
(230 |
) | |||
NOTE 12 RELATED PARTY TRANSACTIONS
In the normal course of business the Bank has granted loans to executive officers, directors, principal shareholders and associates of the foregoing persons considered to be related parties. Changes in loans to executive officers, directors and their related associates are as follows (there are no loans to principal shareholders):
54
Years ended December 31, |
||||||||
(in thousands) |
2002 |
2001 |
||||||
Balance, beginning of period |
$ |
2,147 |
|
$ |
1,482 |
| ||
Advances |
|
1,352 |
|
|
1,280 |
| ||
Related parties added during period |
|
|
|
|
|
| ||
Repayments |
|
(1,088 |
) |
|
(615 |
) | ||
Balance, end of period |
$ |
2,411 |
|
$ |
2,147 |
| ||
NOTE 13 STOCK OPTIONS
NewMils 1986 Stock Option and Incentive Plan (Employee Plan) authorizes the granting of both incentive and non-incentive options and stock appreciation rights (SARs) to officers and other key employees by the Salary and Benefits Committee of the Board. During the last three years there were no SARs granted to any employee under the Employee Plan by the Salary and Benefits Committee of the Board. The Employee Plan provides for the granting of options to purchase shares of Common Stock for terms of up to 10 years at an exercise price not less than 85% of the fair market value of NewMils stock on the date of the grant. During 2002 NewMil granted options with a two-year vesting requirement, 50% on the first year anniversary and the remaining 50% on the second anniversary. All options granted prior to 2002 are fully vested.
NewMils 1992 Stock Option Plan for Outside Directors (Director Plan) provides for automatic grants of 2,000 options each January 1st to each non-employee director, provided options are available. The Director Plan provides for the granting of options to purchase shares of Common Stock for terms of up to 10 years at an exercise price of not less than the fair market value (average of the bid and ask price) of NewMils stock on the date of the grant. The options are fully vested six months after the time of the grant. Changes in outstanding stock option and SARS are as follows:
Employee Plan |
Director Plan | |||||||||||
Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price | |||||||||
June 30, 1999 |
326,351 |
|
$ |
5.562 |
127,000 |
|
$ |
5.414 | ||||
Granted |
54,500 |
|
|
10.926 |
3,000 |
|
|
10.938 | ||||
Exercised |
(66,001 |
) |
|
5.465 |
(4,000 |
) |
|
3.000 | ||||
Lapsed |
(1,500 |
) |
|
7.375 |
|
|
|
| ||||
June 30, 2000 |
313,350 |
|
|
6.507 |
126,000 |
|
|
6.848 | ||||
Granted |
|
|
|
|
17,000 |
|
|
9.969 | ||||
Exercised |
(17,000 |
) |
|
4.320 |
|
|
|
| ||||
Lapsed |
|
|
|
|
|
|
|
| ||||
December 31, 2000 |
296,350 |
|
|
6.633 |
143,000 |
|
|
7.219 | ||||
Granted |
15,000 |
|
|
11.531 |
20,000 |
|
|
10.594 | ||||
Exercised |
(20,700 |
) |
|
5.684 |
(5,000 |
) |
|
3.000 | ||||
Lapsed |
(500 |
) |
|
3.625 |
|
|
|
| ||||
December 31, 2001 |
290,150 |
|
|
6.959 |
158,000 |
|
|
7.779 | ||||
Granted |
49,182 |
|
|
15.573 |
20,000 |
|
|
14.760 | ||||
Exercised |
(26,250 |
) |
|
4.584 |
(41,000 |
) |
|
3.000 | ||||
Lapsed |
(800 |
) |
|
3.000 |
(10,000 |
) |
|
3.000 | ||||
December 31, 2002 |
312,282 |
|
|
8.526 |
127,000 |
|
|
10.798 | ||||
Options exercisable at December 31, 2002 |
263,900 |
|
127,000 |
|
||||||||
Options available under plan |
50,666 |
|
13,000 |
|
||||||||
55
The following table summarizes information about NewMils Employee and Director stock option plans, as of December 31, 2002:
Range of |
Number of options |
Weighted average remaining contractual |
Weighted average exercise | |||||
exercise price |
Outstanding |
Exercisable |
life |
price | ||||
$ 4.00 $ 5.99 |
105,100 |
105,100 |
1.2 |
$ 4.14 | ||||
6.00 8.99 |
98,500 |
98,500 |
3.1 |
6.63 | ||||
9.00 11.99 |
125,300 |
125,300 |
7.0 |
10.84 | ||||
12.00 14.99 |
100,382 |
62,000 |
7.5 |
13.88 | ||||
15.00 18.41 |
10,000 |
|
9.2 |
18.41 | ||||
439,282 |
390,900 |
4.9 |
$ 9.16 | |||||
Effective July 1, 1996 NewMil adopted Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (SFAS 123). As permitted by SFAS 123 NewMil has chosen to apply APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations in accounting for its Plans. Accordingly, no compensation expense has been recognized for options granted under its Plans. Had compensation cost for the NewMils Plans been determined based on the fair value at the grant dates for awards under the Plans consistent with the method of SFAS 123, NewMils net income and diluted earnings per share would have been reduced to the proforma amounts indicated below. The fair value of each option grant was estimated on the date of grant using the Roll-Geske Model for pricing American call options with dividends, with the following weighted average assumptions used for grants.
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
|||||||||||||
(net income in thousands) |
2002 |
2001 |
2000 |
2000 |
|||||||||||
Net income |
|||||||||||||||
As reported |
$ |
6,850 |
|
$ |
5,626 |
|
$ 2,006 |
|
$ |
4,015 |
| ||||
Pro forma |
|
6,547 |
|
|
5,519 |
|
1,962 |
|
|
3,808 |
| ||||
Earnings per share, diluted |
|||||||||||||||
As reported |
|
1.50 |
|
|
1.21 |
|
0.50 |
|
|
1.05 |
| ||||
Pro forma |
|
1.44 |
|
|
1.19 |
|
0.49 |
|
|
1.00 |
| ||||
Dividend yield |
|
3.30 |
% |
|
4.27 |
% |
4.21 |
% |
|
3.64 |
% | ||||
Expected volatility |
|
30.00 |
|
|
37.00 |
|
40.00 |
|
|
38.00 |
| ||||
Risk-free interest rate |
|
5.16 |
|
|
5.05 |
|
5.68 |
|
|
6.03 |
| ||||
Expected lives, years |
|
10 |
|
|
10 |
|
10 |
|
|
8 |
| ||||
Fair value of options granted during year |
$ |
4.83 |
|
$ |
3.83 |
|
$ 3.94 |
|
$ |
4.38 |
|
NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES
In the normal course of business there are various commitments and contingent liabilities outstanding pertaining to the purchase and sale of securities and the granting of loans and lines of credit, which are not reflected in the accompanying financial statements. NewMils loan commitments are as follows:
December 31, | ||||||
(in thousands) |
2002 |
2001 | ||||
Unused lines of credit |
$ |
37,582 |
$ |
36,891 | ||
Construction mortgages |
|
4,995 |
|
4,902 | ||
Loan commitments |
|
71,841 |
|
30,796 | ||
Letters of Credit |
|
1,336 |
|
256 |
NewMil does not anticipate any material losses as a result of these transactions. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. NewMils exposure to credit loss in the event of non-performance by the other party to the commitment is represented by the contractual amount of the instrument. The exposure to credit loss is limited by evaluating the customers credit worthiness on a case-by-case basis and by obtaining collateral if
56
deemed necessary. Collateral held generally includes residential and commercial properties. NewMil generally requires an initial loan to value ratio of no greater than 80% when real estate collateralizes a loan commitment.
NewMil and its subsidiaries are defendants in proceedings arising out of, and incidental to, activities conducted in the normal course of business. In the opinion of management, resolutions of these matters will not have a material effect on NewMils financial condition, results of operations or cash flows.
NewMil leases facilities under operating leases that expire at various dates through 2007. The leases have varying renewal options, generally require a fixed annual rent, and provide that real estate taxes, insurance, and maintenance are to be paid by NewMil. Rent expense totaled $432,000 for 2002, $432,000, for 2001, $149,000 and $118,000 for the six months period ending December 31, 2000 and 1999, respectively and $243,000 for the year ended June 30, 2000. Future minimum lease payments at December 31, 2002 are as follows:
2003 |
$ |
466,044 | |
2004 |
|
414,130 | |
2005 |
|
249,387 | |
2006 |
|
177,029 | |
2007 |
|
47,225 | |
After 2007 |
|
176,667 | |
$ |
1,530,482 | ||
NOTE 15 ESTIMATED FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107 Disclosures About Fair Value of Financial Instruments (SFAS 107), requires NewMil to disclose fair value information for certain of its financial instruments, including loans, securities, deposits, borrowings and other such instruments. Quoted market prices are not available for a significant portion of NewMils financial instruments and, as a result, the fair values presented may not be indicative of net realizable or liquidation values. Fair values are estimates derived using present value or other valuation techniques and are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics, and other factors. In addition, fair value estimates are based on market conditions and information about the financial instrument at a specific point in time. Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Such items include mortgage servicing, core deposit intangibles and other customer relationships, premises and equipment, foreclosed real estate and income taxes. In addition, the tax ramifications relating to the realization of the unrealized gains and losses may have a significant effect on fair value estimates and have not been considered in the estimates.
The following is a summary of the methodologies and assumptions used to estimate the fair value of NewMils financial instruments pursuant to SFAS 107.
Cash, cash equivalents and other: The fair value of cash and due from banks, deposits with banks, federal funds sold, accrued interest receivable, repurchase agreements and accrued interest payable, is considered to approximate the book value due to their short-term nature and negligible credit losses.
Securities: Fair value of securities available-for-sale and held-for-sale were determined by secondary market and independent broker quotations.
Loans: Fair values for residential mortgage and consumer installment loans were estimated by discounting cash flows, adjusted for prepayments. The discount rates used for residential mortgages were secondary market yields net of servicing and adjusted for risk. The discount rates used for consumer installment loans were current rates offered by NewMil. Fair values for commercial loans were estimated by assessing credit risk and interest rate risk. Such loans were valued by discounting estimated future cash flows at a rate that incorporates both interest and credit risk.
Deposit liabilities: The fair value for demand, savings and certain money market deposits is equal to the amount payable on demand at the balance sheet date, which is equal to the carrying value. The fair value of certificates of deposit was estimated by discounting cash flows using rates currently offered by NewMil for deposits of similar remaining maturities.
Borrowings: The fair value for borrowings was estimated by discounting cash flows using rates currently offered by lenders for borrowings of similar remaining maturities.
57
The carrying values and estimated fair values of NewMils financial instruments are as follows:
December 31, 2002 |
December 31, 2001 | |||||||||||||
(in thousands) |
Carrying value |
Estimated fair value |
Carrying value |
Estimated fair value | ||||||||||
Financial Assets |
||||||||||||||
Cash and due from banks |
$ |
21,349 |
|
$ |
21,349 |
$ |
21,579 |
|
$ |
21,579 | ||||
Federal funds sold |
|
63,441 |
|
|
63,441 |
|
4,615 |
|
|
4,615 | ||||
Securities available-for-sale |
|
174,569 |
|
|
174,569 |
|
181,623 |
|
|
181,623 | ||||
Securities held-to-maturity |
|
23,092 |
|
|
24,063 |
|
30,785 |
|
|
31,087 | ||||
Loans |
|
352,584 |
|
|
369,057 |
|
346,173 |
|
|
347,045 | ||||
Allowance for loan losses |
|
(5,250 |
) |
|
|
|
(5,502 |
) |
|
| ||||
Deferred loan origination fees and purchase premium, net |
|
(119 |
) |
|
|
|
(303 |
) |
|
| ||||
Loans, net |
|
347,215 |
|
|
369,057 |
|
340,368 |
|
|
347,045 | ||||
Accrued interest receivable |
|
3,545 |
|
|
3,545 |
|
3,870 |
|
|
3,870 | ||||
Financial Liabilities |
||||||||||||||
Deposits |
||||||||||||||
Demand (non-interest bearing) |
$ |
46,750 |
|
$ |
46,750 |
$ |
39,898 |
|
$ |
39,898 | ||||
NOW accounts |
|
71,586 |
|
|
71,586 |
|
63,415 |
|
|
63,415 | ||||
Money market |
|
144,288 |
|
|
144,288 |
|
120,888 |
|
|
120,888 | ||||
Savings and other |
|
79,811 |
|
|
79,811 |
|
70,001 |
|
|
70,001 | ||||
Certificates of deposit |
|
206,371 |
|
|
209,504 |
|
181,914 |
|
|
183,964 | ||||
Total deposits |
|
548,806 |
|
|
551,939 |
|
476,116 |
|
|
478,166 | ||||
FHLB advances |
|
45,077 |
|
|
46,454 |
|
67,540 |
|
|
68,168 | ||||
Repurchase agreements |
|
7,392 |
|
|
7,392 |
|
5,783 |
|
|
5,783 | ||||
Accrued interest payable |
|
268 |
|
|
268 |
|
355 |
|
|
355 |
58
NOTE 16 NEWMIL BANCORP, INC. (parent company only) FINANCIAL INFORMATION
The unconsolidated balance sheets and statements of income and cash flows of NewMil Bancorp, Inc. are presented as follows:
Balance Sheets |
December 31, | |||||
(in thousands) |
2002 |
2001 | ||||
Assets |
||||||
Due from bank |
$ |
22 |
$ |
162 | ||
Investment in NewMil Bank |
|
57,322 |
|
52,026 | ||
Other assets |
|
|
|
2 | ||
Total Assets |
$ |
57,344 |
$ |
52,190 | ||
Liabilities and Shareholders Equity |
||||||
Liabilities |
$ |
3,108 |
$ |
1,596 | ||
Shareholders equity |
|
54,236 |
|
50,594 | ||
Total Liabilities and Shareholders Equity |
$ |
57,344 |
$ |
52,190 | ||
Statements of Income |
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, | |||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 | ||||||||
Dividends from subsidiary |
$ |
6,339 |
$ |
5,468 |
$ |
759 |
$ |
2,904 | ||||
Expenses |
|
248 |
|
186 |
|
119 |
|
148 | ||||
Income before taxes and undistributed net income of subsidiary |
|
6,091 |
|
5,282 |
|
640 |
|
2,756 | ||||
Income tax |
|
207 |
|
|
|
|
|
| ||||
Income before equity in undistributed net income of subsidiary |
|
5,884 |
|
5,282 |
|
640 |
|
2,756 | ||||
Equity in undistributed net income of subsidiary |
|
966 |
|
344 |
|
1,366 |
|
1,259 | ||||
Net income |
$ |
6,850 |
$ |
5,626 |
$ |
2,006 |
$ |
4,015 | ||||
Statements of Cash Flows |
Years ended December 31, |
Six months ended December 31, |
Year ended June 30, |
|||||||||||||
(in thousands) |
2002 |
2001 |
2000 |
2000 |
||||||||||||
Net income |
$ |
6,850 |
|
$ |
5,626 |
|
$ |
2,006 |
|
$ |
4,015 |
| ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||
Equity in undistributed net income of subsidiary |
|
(966 |
) |
|
(344 |
) |
|
(1,366 |
) |
|
(1,259 |
) | ||||
Other |
|
249 |
|
|
(19 |
) |
|
146 |
|
|
7 |
| ||||
Net cash provided by operating activities |
|
6,133 |
|
|
5,263 |
|
|
786 |
|
|
2,763 |
| ||||
Financing Activities: |
||||||||||||||||
Cash dividends paid |
|
(2,162 |
) |
|
(1,968 |
) |
|
(758 |
) |
|
(1,453 |
) | ||||
Proceeds from Common Stock reissued |
|
44 |
|
|
168 |
|
|
|
|
|
|
| ||||
Common Stock repurchased |
|
(4,399 |
) |
|
(3,689 |
) |
|
(343 |
) |
|
(1,514 |
) | ||||
Proceeds from exercise of stock options |
|
244 |
|
|
133 |
|
|
73 |
|
|
372 |
| ||||
Net cash used by financing activities |
|
(6,273 |
) |
|
(5,356 |
) |
|
(1,028 |
) |
|
(2,595 |
) | ||||
(Decrease) increase in cash and cash equivalents |
|
(140 |
) |
|
(93 |
) |
|
(242 |
) |
|
168 |
| ||||
Cash and cash equivalents, beginning of period |
|
162 |
|
|
255 |
|
|
497 |
|
|
329 |
| ||||
Cash and cash equivalents, end of period |
$ |
22 |
|
$ |
162 |
|
$ |
255 |
|
$ |
497 |
| ||||
59
NOTE 17 SELECTED QUARTERLY CONSOLIDATED FINANCIAL DATA (Unaudited)
Selected quarterly consolidated financial data for the years ended December 31, 2002 and 2001 is as follows (in thousands except ratios and per share amounts):
Year ended December 31, 2002 |
||||||||||||||||
March 31, |
June 30, |
Sept 30, |
Dec 31, |
|||||||||||||
Statement of Income |
||||||||||||||||
Interest and dividend income |
$ |
9,444 |
|
$ |
9,172 |
|
$ |
9,064 |
|
$ |
8,753 |
| ||||
Interest expense |
|
3,435 |
|
|
3,456 |
|
|
3,412 |
|
|
3,053 |
| ||||
Net interest income |
|
6,009 |
|
|
5,716 |
|
|
5,652 |
|
|
5,700 |
| ||||
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-interest income: |
||||||||||||||||
Gains on sales of loans, net |
|
161 |
|
|
57 |
|
|
131 |
|
|
225 |
| ||||
Loss on sale of OREO |
|
|
|
|
|
|
|
7 |
|
|
(50 |
) | ||||
Service fees and other |
|
727 |
|
|
819 |
|
|
812 |
|
|
856 |
| ||||
Non-interest expense |
|
4,369 |
|
|
3,982 |
|
|
3,989 |
|
|
4,510 |
| ||||
Income before income taxes |
|
2,528 |
|
|
2,610 |
|
|
2,613 |
|
|
2,221 |
| ||||
Income tax provision |
|
811 |
|
|
840 |
|
|
839 |
|
|
632 |
| ||||
Net income |
|
1,717 |
|
|
1,770 |
|
|
1,774 |
|
|
1,589 |
| ||||
Financial Condition |
||||||||||||||||
Total assets |
$ |
613,666 |
|
$ |
649,692 |
|
$ |
663,937 |
|
$ |
661,595 |
| ||||
Loans, net |
|
331,732 |
|
|
341,738 |
|
|
341,616 |
|
|
347,215 |
| ||||
Allowance for loan losses |
|
5,488 |
|
|
5,507 |
|
|
5,498 |
|
|
5,250 |
| ||||
Securities |
|
214,785 |
|
|
227,923 |
|
|
218,681 |
|
|
197,661 |
| ||||
Deposits |
|
495,342 |
|
|
531,425 |
|
|
546,470 |
|
|
548,806 |
| ||||
Borrowings |
|
60,531 |
|
|
55,669 |
|
|
57,407 |
|
|
52,469 |
| ||||
Shareholders equity |
|
50,614 |
|
|
53,287 |
|
|
53,828 |
|
|
54,236 |
| ||||
Non-performing assets |
|
1,500 |
|
|
1,309 |
|
|
937 |
|
|
1,535 |
| ||||
Per Share Data |
||||||||||||||||
Earnings, diluted |
$ |
0.37 |
|
$ |
0.38 |
|
$ |
0.39 |
|
$ |
0.36 |
| ||||
Cash dividends |
|
0.125 |
|
|
0.125 |
|
|
0.125 |
|
|
0.125 |
| ||||
Book value |
|
11.55 |
|
|
12.27 |
|
|
12.63 |
|
|
12.77 |
| ||||
Market price: (a) |
||||||||||||||||
High |
|
18.95 |
|
|
22.99 |
|
|
20.25 |
|
|
19.95 |
| ||||
Low |
|
14.55 |
|
|
18.45 |
|
|
18.75 |
|
|
17.62 |
| ||||
Statistical Data |
||||||||||||||||
Net interest margin |
|
4.30 |
% |
|
3.96 |
% |
|
3.80 |
% |
|
3.78 |
% | ||||
Efficiency ratio |
|
63.35 |
|
|
60.41 |
|
|
60.42 |
|
|
67.00 |
| ||||
Return on average assets |
|
1.13 |
|
|
1.13 |
|
|
1.10 |
|
|
0.97 |
| ||||
Return on average shareholders equity |
|
13.40 |
|
|
13.59 |
|
|
13.36 |
|
|
11.83 |
| ||||
Weighted average equivalent shares outstanding, diluted |
|
4,597 |
|
|
4,621 |
|
|
4,511 |
|
|
4,458 |
|
(a) | The above market prices reflect interdealer prices, without retail markup, markdown or commissions, and may not necessarily represent actual transactions. |
60
Selected Quarterly Consolidated Financial Data (unaudited) continued:
Year ended December 31, 2001 |
||||||||||||||||
March 31, |
June 30, |
Sept 30, |
Dec 31, |
|||||||||||||
Statement of Income |
||||||||||||||||
Interest and dividend income |
$ |
9,349 |
|
$ |
9,360 |
|
$ |
9,428 |
|
$ |
9,511 |
| ||||
Interest expense |
|
4,501 |
|
|
4,257 |
|
|
4,112 |
|
|
3,761 |
| ||||
Net interest income |
|
4,848 |
|
|
5,103 |
|
|
5,316 |
|
|
5,750 |
| ||||
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Non-interest income: |
||||||||||||||||
Gains on sales of loans, net |
|
41 |
|
|
131 |
|
|
116 |
|
|
100 |
| ||||
Gain on sale of OREO |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Service fees and other |
|
643 |
|
|
658 |
|
|
692 |
|
|
677 |
| ||||
Non-interest expense |
|
3,430 |
|
|
3,665 |
|
|
3,826 |
|
|
4,369 |
| ||||
Income before income taxes |
|
2,102 |
|
|
2,227 |
|
|
2,298 |
|
|
2,158 |
| ||||
Income tax provision |
|
757 |
|
|
799 |
|
|
822 |
|
|
781 |
| ||||
Net income |
|
1,345 |
|
|
1,428 |
|
|
1,476 |
|
|
1,377 |
| ||||
Financial Condition |
||||||||||||||||
Total assets |
$ |
535,821 |
|
$ |
567,725 |
|
$ |
600,197 |
|
$ |
607,026 |
| ||||
Loans, net |
|
334,432 |
|
|
344,119 |
|
|
344,590 |
|
|
340,368 |
| ||||
Allowance for loan losses |
|
5,454 |
|
|
5,476 |
|
|
5,496 |
|
|
5,502 |
| ||||
Securities |
|
151,382 |
|
|
164,330 |
|
|
213,119 |
|
|
212,408 |
| ||||
Deposits |
|
460,282 |
|
|
470,058 |
|
|
467,790 |
|
|
476,116 |
| ||||
Borrowings |
|
19,556 |
|
|
43,513 |
|
|
74,982 |
|
|
73,323 |
| ||||
Shareholders equity |
|
48,333 |
|
|
48,552 |
|
|
51,192 |
|
|
50,594 |
| ||||
Non-performing assets |
|
1,536 |
|
|
1,735 |
|
|
1,810 |
|
|
1,861 |
| ||||
Per Share Data |
||||||||||||||||
Earnings, diluted |
$ |
0.29 |
|
$ |
0.31 |
|
$ |
0.32 |
|
$ |
0.30 |
| ||||
Cash dividends |
|
0.11 |
|
|
0.11 |
|
|
0.11 |
|
|
0.11 |
| ||||
Book value |
|
10.73 |
|
|
10.81 |
|
|
11.59 |
|
|
11.52 |
| ||||
Market price: (a) |
||||||||||||||||
High |
|
13.313 |
|
|
11.250 |
|
|
11.875 |
|
|
11.250 |
| ||||
Low |
|
10.000 |
|
|
9.844 |
|
|
10.000 |
|
|
9.625 |
| ||||
Statistical Data |
||||||||||||||||
Net interest margin |
|
3.99 |
% |
|
4.01 |
% |
|
4.04 |
% |
|
4.13 |
% | ||||
Efficiency ratio |
|
62.00 |
|
|
62.20 |
|
|
62.48 |
|
|
66.94 |
| ||||
Return on average assets |
|
1.04 |
|
|
1.05 |
|
|
1.04 |
|
|
0.92 |
| ||||
Return on average shareholders equity |
|
11.25 |
|
|
11.82 |
|
|
12.04 |
|
|
10.64 |
| ||||
Weighted average equivalent shares outstanding, diluted |
|
4,707 |
|
|
4,643 |
|
|
4,645 |
|
|
4,458 |
|
NewMil Bancorp, Inc.s Common Stock, par value $.50 per share (Common Stock) trades on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol: NMIL. As of March 12, 2003, there were 1,466 shareholders of record of NewMils Common Stock.
(a) | The above market prices reflect interdealer prices, without retail markup, markdown or commissions, and may not necessarily represent actual transactions. |
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements on accounting and financial disclosures between NewMil and its independent accountants for which a Form 8-K was required to be filed during the year ended December 31, 2002 or for the period from December 31, 2002 to the date hereof.
61
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item appears on pages 5 through 8 of NewMils Proxy Statement dated March 31, 2003 for the 2003 Annual Meeting of Shareholders, under the captions Nominees for Election for a Three Year Term and Directors Continuing in Office. Such information is incorporated herein by reference and made a part hereof. In addition, the following information is provided.
Additional Executive Officers
Name |
Age |
Position with NewMil Bank |
Officer Since | |||
John A. Baker |
54 |
Senior Vice President |
1998 | |||
Thomas W. Grant III |
66 |
Senior Vice President |
1994 | |||
William D. Starbuck |
56 |
Senior Vice President |
1992 |
Item 11. EXECUTIVE COMPENSATION
The information required by this item appears on pages 9 through 20 of NewMils Proxy Statement dated March 31, 2003 for the 2003 Annual Meeting of Shareholders, under the captions: Executive Compensation; Employee Benefit Plans; Report of the Board on Executive Compensation; and Performance Graph. Such information is incorporated herein by reference and made a part hereof.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item appears on pages 2, 6 through 8 and page 11 of NewMils Proxy Statement dated March 31, 2003 for the 2003 Annual Meeting of Shareholders, under the captions Principal Shareholders, Nominees for Election for a Three Year Term and Directors Continuing in Office, and Options/SAR Grants. Such information is incorporated herein by reference and made a part hereof.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears on page 20 of NewMils Proxy Statement dated March 31, 2003 for the 2003 Annual Meeting of Shareholders, under the caption Transactions with Management and Others. Such information is incorporated herein by reference and made a part hereof.
Item 14. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Within 90 days prior to the date of this report, the Companys Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the Companys disclosure controls and procedures in accordance with Rule 13a-14 under the Exchange Act. Based on their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures enable the Company to record, process, summarize and report in a timely manner the information that the Company is required to disclose in its Exchange Act reports.
Changes in internal controls
There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.
62
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) | The following documents are filed as exhibits to this report and appear on the pages indicated. |
Financial Statements
None.
(b) | Reports on Form 8-K |
None.
(c) | Exhibits |
The following documents are filed as Exhibit to this Form 10-K, as required by Item 601 of Regulation S-K.
Exhibit No. |
Description | |
3.1 |
Certificate of Incorporation of NewMil (incorporated by reference to Registrants 2002 Form 10-K). | |
3.1.1 |
Amendment to Certificate of Incorporation of NewMil increasing authorized shares of common stock from 6,000,000 to 20,000,000 (incorporated by reference to Registrants 2002 Form 10-K). | |
3.2 |
Bylaws of NewMil (incorporated by reference to Registrants 2002 Form 10-K). | |
4.1 |
Instruments Defining Rights of Security Holders (Included in Exhibits 3.1 and 3.2) | |
10.1 |
Rights Agreement between NewMil Bancorp, Inc. and American Stock Transfer and Trust Company as Rights Agent dated as of July 19, 1994 concerning NewMil Bancorps shareholder rights plan of same (incorporated by reference to Registrants 2002 Form 10-K). | |
10.2 |
Employment agreement with its President and CEO, Francis J. Wiatr, dated January 23, 2002 (incorporated by reference to Registrants 2002 Form 10-K). | |
10.3 |
Dividend reinvestment plan for NewMil Bancorps shareholders (incorporated by reference to the Registrants 1996 Form 10-K). | |
10.4 |
Change in control agreements between NewMil Bank and management (Messrs. Grant, McMahon and Shannon; Ms. Farrell) (incorporated by reference to the Registrants 1996 Form 10-K). | |
10.5 |
The Second Amended and Restated 1986 Stock Option and Incentive Plan for Officers and Key Employees (incorporated by reference to the Registrants S-8 POS dates January 25, 2001). | |
10.6 |
The Third Amended and Restated 1992 Stock Option Plan for Outside Directors of NewMil Bancorp, Inc. (incorporated by reference to the Registrants S-8 POS dates January 25, 2001). | |
10.7 |
Employment agreement between NewMil Bank and Senior Vice President, William D. |
63
Starbuck dated as of November 10, 2000 (incorporated by reference to Registrants 2002 Form 10-K). | ||
10.8 |
Form of Director Group Term Carve-Out Split Dollar Life Insurance Agreement (incorporated by reference to Registrants 2002 Form 10-K). | |
10.9 |
Form of Executive Officer Group Term Carve-Out Split Dollar Life Insurance Agreement (incorporated by reference to Registrants 2002 Form 10-K). | |
10.10 |
Salary Continuation and Split Dollar Agreement with Francis J. Wiatr (incorporated by reference to Registrants 2002 Form 10-K). | |
11.1 |
Statement regarding Computation of Net Income Per Common Share. | |
21.1 |
Subsidiaries of the Registrant. | |
23.0 |
Consent of PricewaterhouseCoopers LLP. | |
99.1 |
Proxy Statement dated March 31, 2003 for the 2003 Annual Meeting of Shareholders, of NewMil Bancorp, Inc. (incorporated by reference to the Registrants definitive Proxy Statement for the Annual Meeting of Shareholders scheduled for April 30, 2003). | |
99.2 |
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sabanes Oxely Act of 2002. | |
99.3 |
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sabanes Oxely Act of 2002. | |
99.4 |
Chief Executive Officer Certification pursuant to 17 CFR 240.13a-14, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | |
99.5 |
Chief Financial Officer Certification pursuant to 17 CFR 240.13a-14, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
(d) | Financial Statement Schedules |
No financial statement schedules are required to be filed as Exhibits pursuant to Item 14(d).
64
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NEWMIL BANCORP, INC. |
/s/ FRANCIS J. WIATR |
Francis J. Wiatr |
Chairman of the Board, President |
and Chief Executive Officer |
March 19, 2003 |
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on the dates indicated below.
/s/ HERBERT E. BULLOCK |
/s/ JOHN J. OTTO | |||
Herbert E. Bullock |
John J. Otto | |||
Director |
Director | |||
March 19, 2003 |
March 19, 2003 | |||
/s/ JOSEPH CARLSON II |
/s/ BETTY F. PACOCHA | |||
Joseph Carlson II |
Betty F. Pacocha | |||
Director |
Director and Secretary | |||
March 19, 2003 |
March 19, 2003 | |||
/s/ KEVIN L. DUMAS |
/s/ SUZANNE L. POWERS | |||
Kevin L. Dumas |
Suzanne L. Powers | |||
Director |
Director | |||
March xx, 2003 |
March 19, 2003 | |||
/s/ PAUL N. JABER |
/s/ ANTHONY M. RIZZO, SR. | |||
Paul N. Jaber |
Anthony M. Rizzo, Sr. | |||
Director |
Director | |||
March 19, 2003 |
March 19, 2003 | |||
/s/ FRANCIS J. WIATR | ||||
Laurie G. Gonthier |
Francis J. Wiatr | |||
Director |
Chairman of the Board, President and Chief Executive Officer | |||
March 19, 2003 | ||||
/s/ ROBERT J. MCCARTHY |
/s/ MARY C. WILLIAMS | |||
Robert J. McCarthy |
Mary C. Williams | |||
Director |
Director | |||
March 19, 2003 |
March 19, 2003 | |||
/s/ B. IAN MCMAHON | ||||
B. Ian McMahon | ||||
Chief Financial Officer | ||||
and Chief Accounting Officer | ||||
March 19, 2003 |
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