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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

 

       For the Quarterly period ended March 31, 2003

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

 

       For the transition period from             to             

 

Commission file number 33-22224-B

 


 

Beverly National Corporation

(Name of registrant as specified in its charter)

 

Massachusetts

 

04-2832201

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

240 Cabot Street Beverly, Massachusetts

 

01915

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (978) 922-2100

 


 

Indicate by check mark whether registrant (l) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of 1934 during the preceding l2 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨ No  x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 1, 2003. 1,808,360 shares

 



Table of Contents

BEVERLY NATIONAL CORPORATION

 

INDEX

 

         

PAGE


PART I.

  

FINANCIAL STATEMENTS

    

Item 1.

  

Condensed Financial Statements

    
    

Consolidated Balance Sheets at March 31, 2003 (Unaudited) and December 31, 2002

  

3

    

Consolidated Statements of Income for the Three Months Ended March 31, 2003 and 2002 (Unaudited)

  

4

    

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (Unaudited)

  

5

    

Notes to Consolidated Financial Statements (Unaudited)

  

7

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

9

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

14

Item 4.

  

Controls and Procedures

  

15

PART II.

  

OTHER INFORMATION

    

Item 1.

  

Legal Proceedings

  

17

Item 2.

  

Changes in Securities and Use of Proceeds

  

17

Item 3.

  

Defaults Upon Senior Securities

  

17

Item 4.

  

Submission of Matters to a Vote of Security Holders

  

17

Item 5.

  

Other Information

  

17

Item 6.

  

Exhibits and Reports on Form 8-K

  

17

Signatures

  

18

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  

19

 

2


Table of Contents

 

BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    

March 31,

2003


    

December 31, 2002


 
    

(Unaudited)

        

ASSETS

                 

Cash and due from banks

  

$

18,885,588

 

  

$

17,228,634

 

Interest bearing demand deposits with other banks

  

 

162,712

 

  

 

153,031

 

Federal funds sold

  

 

18,500,000

 

  

 

33,000,000

 

    


  


Cash and cash equivalents

  

 

37,548,300

 

  

 

50,381,665

 

Investments in available-for-sale securities (at fair value)

  

 

73,469,815

 

  

 

54,969,100

 

Investments in held-to-maturity securities

  

 

1,454,666

 

  

 

1,046,308

 

Federal Reserve Bank stock, at cost

  

 

97,500

 

  

 

97,500

 

Federal Home Loan Bank stock, at cost

  

 

1,041,900

 

  

 

744,800

 

Loans, net of the allowance for loan losses of $2,072,908 and $2,012,578, respectively

  

 

185,871,371

 

  

 

191,394,289

 

Mortgages held for sale

  

 

1,804,886

 

  

 

1,622,500

 

Premises and equipment, net

  

 

4,250,211

 

  

 

4,417,696

 

Accrued interest receivable

  

 

1,239,418

 

  

 

1,148,290

 

Other assets

  

 

4,012,858

 

  

 

4,706,206

 

    


  


Total assets

  

$

310,790,925

 

  

$

310,528,354

 

    


  


LIABILITIES AND STOCKHOLDERS’ EQUITY

                 

Deposits:

                 

Noninterest bearing

  

$

59,089,801

 

  

 

59,917,671

 

Interest bearing

                 

Regular savings

  

 

66,506,405

 

  

 

63,188,039

 

NOW accounts

  

 

61,666,142

 

  

 

61,442,529

 

Money market accounts

  

 

37,623,666

 

  

 

40,222,883

 

Time deposits

  

 

56,809,913

 

  

 

56,490,854

 

    


  


Total deposits

  

 

281,695,927

 

  

 

281,261,976

 

Other liabilities

  

 

3,092,695

 

  

 

3,833,233

 

    


  


Total liabilities

  

 

284,788,622

 

  

 

285,095,209

 

    


  


Stockholders’ equity:

                 

Preferred stock, $2.50 par value per share; 300,000 shares authorized; issued and outstanding none

                 

Common stock, $2.50 par value per share; 2,500,000 shares authorized; issued 1,927,840 as of March 31, 2003 and 1,905,321 as of December 31, 2002; outstanding 1,808,360 shares as of March 31, 2003 and 1,785,841 shares as of December 31, 2002

  

 

4,819,600

 

  

 

4,763,303

 

Paid-in Capital

  

 

6,058,375

 

  

 

5,852,014

 

Retained earnings

  

 

16,589,723

 

  

 

16,347,372

 

Treasury stock, at cost (119,480 shares as of March 31, 2003 and December 31, 2002)

  

 

(1,618,112

)

  

 

(1,618,112

)

Accumulated other comprehensive income

  

 

152,717

 

  

 

88,568

 

    


  


Total stockholders’ equity

  

 

26,002,303

 

  

 

25,433,145

 

    


  


Total liabilities and stockholders’ equity

  

$

310,790,925

 

  

$

310,528,354

 

    


  


 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


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BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

    

Three Months Ended


 
    

March 31, 2003


  

March 31,

2002


 
    

(Unaudited)

  

(Unaudited)

 

INTEREST INCOME:

               

Interest and fees on loans

  

$

3,171,870

  

$

3,459,996

 

Interest and dividends on investment securities:

               

Taxable

  

 

586,765

  

 

932,272

 

Tax-exempt

  

 

7,564

  

 

7,473

 

Dividends on marketable equity securities

  

 

3,963

  

 

1,307

 

Other interest

  

 

46,891

  

 

36,891

 

    

  


Total interest and dividend income

  

 

3,817,053

  

 

4,437,939

 

    

  


INTEREST EXPENSE:

               

Interest on deposits

  

 

771,008

  

 

1,282,157

 

    

  


Total interest expense

  

 

771,008

  

 

1,282,157

 

    

  


Net interest and dividend income

  

 

3,046,045

  

 

3,155,782

 

Provision for loan losses

  

 

100,000

  

 

66,000

 

    

  


Net interest and dividend income after provision for loan losses

  

 

2,946,045

  

 

3,089,782

 

    

  


NON-INTEREST INCOME:

               

Income from fiduciary activities

  

 

362,446

  

 

414,949

 

Service charges on deposit accounts

  

 

158,131

  

 

109,407

 

Other deposit fees

  

 

101,069

  

 

75,625

 

Mortgage servicing income

  

 

3,629

  

 

36,000

 

Gain on sale of securities

  

 

170,646

  

 

0

 

Other income

  

 

258,324

  

 

191,597

 

    

  


Total non-interest income

  

 

1,054,245

  

 

827,578

 

    

  


NON-INTEREST EXPENSE:

               

Salaries and employee benefits

  

 

1,829,964

  

 

1,791,898

 

Occupancy expense

  

 

275,780

  

 

297,398

 

Equipment expense

  

 

146,995

  

 

164,962

 

Contributions

  

 

30,525

  

 

28,274

 

Data processing fees

  

 

132,990

  

 

151,302

 

Marketing and public relations

  

 

80,972

  

 

100,077

 

Stationery and supplies

  

 

47,691

  

 

56,615

 

Professional fees

  

 

76,334

  

 

111,090

 

Other expense

  

 

399,710

  

 

414,801

 

    

  


Total non-interest expense

  

 

3,020,961

  

 

3,116,417

 

    

  


Income before income taxes

  

 

979,329

  

 

800,943

 

Income taxes

  

 

375,546

  

 

268,285

 

    

  


Net Income

  

$

603,783

  

$

532,658

 

    

  


Earnings per share:

               

Weighted average shares outstanding

  

 

1,802,618

  

 

1,719,067

 

    

  


Weighted average diluted shares outstanding

  

 

1,891,433

  

 

1,825,109

 

    

  


Earnings per common share

  

$

0.33

  

$

0.31

(1)

Earnings per common share, assuming dilution

  

$

0.32

  

$

0.29

(1)

Dividends per share

  

$

0.20

  

$

0.19

(1)

 

(1)   Restated 2002 for 5% stock dividend in 2002

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


Table of Contents

 

BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2003 and 2002

(Unaudited)

 

Reconciliation of net income to net cash provided by (used in) operating activities:

 

    

2003


    

2002


 

Net income

  

$

603,783

 

  

$

532,658

 

Increase in mortgages held for sale

  

 

(433,852

)

  

 

(245,479

)

Benefit for mortgages held for sale

  

 

0

 

  

 

(12,794

)

(Increase) decrease in mortgage servicing rights

  

 

(3,629

)

  

 

(36,000

)

Depreciation expense

  

 

176,828

 

  

 

187,826

 

Gain on sale of securities

  

 

(170,646

)

  

 

0

 

Provision for loan losses

  

 

100,000

 

  

 

66,000

 

Increase in interest receivable

  

 

(91,129

)

  

 

(352,338

)

Decrease in interest payable

  

 

(3,433

)

  

 

(25,288

)

(Decrease) increase in accrued expenses

  

 

(71,043

)

  

 

22,631

 

Increase in prepaid expenses

  

 

(43,846

)

  

 

(91,235

)

Decrease in other liabilities

  

 

(36,714

)

  

 

(129,628

)

(Increase) decrease in other assets

  

 

279,234

 

  

 

(63,612

)

Decrease in RABBI Trust trading securities

  

 

35,801

 

  

 

0

 

Amortization expense of investment securities

  

 

126,750

 

  

 

36,663

 

Accretion income of investment securities

  

 

(1,027

)

  

 

(33,764

)

Gain on sales of assets,net

  

 

0

 

  

 

(304

)

Change in deferred loan costs,net

  

 

24,680

 

  

 

(110,675

)

    


  


Total adjustments

  

 

(112,026

)

  

 

(787,997

)

    


  


Net cash provided by (used in) operating activities

  

 

491,757

 

  

 

(255,339

)

    


  


 

5


Table of Contents

 

BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2003 and 2002

(Unaudited)

(Continued)

 

    

2003


    

2002


 

Cash flows from investing activities:

                 

Purchases of investment securities available-for-sale

  

 

(36,982,162

)

  

 

(5,362,957

)

Purchases of investment securities held-to-maturity

  

 

(408,548

)

  

 

0

 

Proceeds from sales of investment securities available-for-sale

  

 

7,167,070

 

  

 

5,000

 

Proceeds from payments of investment securities available-for-sale

  

 

1,321,950

 

  

 

0

 

Proceeds from maturities of investment securities available-for-sale

  

 

10,000,000

 

  

 

12,068,000

 

Purchases of Federal Home Loan Bank stock

  

 

(297,100

)

  

 

(14,000

)

Net (increase) decrease in loans

  

 

5,649,660

 

  

 

(2,645,037

)

Recoveries of previously charged off loans

  

 

44

 

  

 

1,000

 

Capital expenditures

  

 

(9,343

)

  

 

(72,887

)

Proceeds from sales of assets

  

 

0

 

  

 

34,430

 

    


  


Net cash provided by (used in) investing activities

  

 

(13,558,429

)

  

 

4,013,549

 

    


  


Cash flows from financing activities:

                 

Net increase (decrease) in demand deposits, NOW, money market & savings accounts

  

 

114,892

 

  

 

(8,974,666

)

Net increase (decrease) in time deposits

  

 

319,059

 

  

 

(703,677

)

Proceeds from exercise of stock options

  

 

160,788

 

  

 

340,019

 

Dividends paid

  

 

(361,432

)

  

 

(329,176

)

    


  


Net cash provided by (used in) financing activities

  

 

233,307

 

  

 

(9,667,500

)

    


  


Net change in cash and cash equivalents

  

 

(12,833,365

)

  

 

(5,909,290

)

Cash & cash equivalents beginning of year

  

 

50,381,665

 

  

 

43,294,536

 

    


  


Cash & cash equivalents at March 31:

  

$

37,548,300

 

  

$

37,385,246

 

    


  


Supplemental disclosures:

                 

Mortgages held for sale transferred to loans

  

$

251,466

 

  

$

144,000

 

Interest paid

  

$

774,441

 

  

$

1,307,445

 

Income taxes paid

  

$

69,124

 

  

$

86,020

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6


Table of Contents

 

BEVERLY NATIONAL CORPORATION

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2003

 

(Unaudited)

 

1.   BASIS OF PRESENTATION

 

The interim condensed consolidated financial statements contained herein are unaudited but, in the opinion of management, include all adjustments which are necessary to make the financial statements not misleading. All such adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results that may be expected for the year ended December 31, 2003.

 

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

2.   EARNINGS PER SHARE

 

Earnings per share calculations are based on the weighted-average number of common shares outstanding during the period.

 

Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if the securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

 

3.   RECLASSIFICATION

 

Certain amounts for prior periods have been reclassified to be consistent with the current statement presentation.

 

4.   IMPACT OF NEW ACCOUNTING STANDARDS

 

Statement of Financial Accounting Standards No. 141 improves the consistency of the accounting and reporting for business combinations by requiring that all business combinations be accounted for under a single method—the purchase method. Use of the pooling-of-interests method is no longer permitted. Statement No. 141 requires that the purchase method be used for business combinations initiated after June 30, 2001. There was no impact on the consolidated financial statements upon adoption of this Statement.

 

Statement of Financial Accounting Standards No. 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed for impairment. The amortization of goodwill ceases upon adoption of the Statement, which for most companies, was January 1, 2002. There was no impact on the consolidated financial statements upon adoption of this Statement.

 

7


Table of Contents

 

In August 2001, the FASB issued SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supercedes SFAS No. 121 “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” but retains the basic recognition and measurement model for assets held for use and held for sale. The provisions of SFAS No. 144 were required to be adopted starting with fiscal years beginning after December 15, 2001. This Statement did not have a material impact on the Corporation’s consolidated financial statements.

 

In June 2002, the FASB issued SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities.” This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. This Statement did not have any material impact on the Corporation’s consolidated financial statements.

 

5.   STOCK DIVIDEND

 

In May 2002, the Corporation declared a stock dividend of 5%. Earnings per share data and other per share data for prior dates and periods have been restated to reflect the stock dividend.

 

6.   STOCK BASED COMPENSATION

 

At March 31, 2003, the Corporation has three stock-based employee compensation plans. The Corporation accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. Accordingly, no compensation cost has been recognized for its fixed stock option plans. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

 

    

For the Three Months Ended March 31,


    

2003


  

2002


Net income, as reported

  

$

603,783

  

$

532,658

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

  

 

8,794

  

 

14,937

    

  

Pro forma net income

  

$

594,989

  

$

517,721

    

  

Earnings per share:

             

Basic – as reported

  

$

.33

  

$

.31

Basic – pro forma

  

$

.33

  

$

.30

Diluted – as reported

  

$

.32

  

$

.29

Diluted – pro forma

  

$

.31

  

$

.28

 

8


Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Introduction

 

The following discussion includes Beverly National Corporation (“Corporation”) and its subsidiaries, Beverly National Bank (“Bank”), Cabot Street Realty Trust (“CSRT”) and the Bank’s wholly owned subsidiaries, Beverly Community Development Corporation (“CDC”) and Hannah Insurance Agency, Inc. (“Hannah”). The purpose of Hannah is to market life insurance, annuities, and long term care insurance products. The purpose of the CDC is to promote lending in Beverly’s low and moderate-income census tracks.

 

Summary

 

Net interest and dividend income decreased $109,737 and non-interest income increased $226,667 during the first quarter of 2003, as compared with the first quarter of 2002. Non-interest expense decreased $95,456, for the corresponding period. As a result, the Corporation’s net income for the three months ended March 31, 2003, was $603,783, as compared to the Corporation’s net income of $532,658 for the three month period ended March 31, 2002. This is an increase of $71,125 or 13.4%. Primary earnings per share totaled $.33 for the three months ended March 31, 2003, as compared to primary earnings per share of $.31 for the three months ended March 31, 2002. On a fully diluted basis, earnings per share for the first three months of 2003 amounted to $.32 as compared with $.29 for the same period in 2002. The Corporation declared and paid a quarterly dividend in January 2003 totaling $.20 per share as compared with $.19 per share during the same period in 2002.

 

During the first three months of 2003, the Corporation’s total assets increased $262,571 or .1% and amounted to $310,790,925 at March 31, 2003. The change in assets was reflected in decreases in Federal Funds Sold of $14,500,000 or 43.9% and an increase of available-for-sale securities of $18,500,715 or 33.7%. The loan portfolio and mortgages held for sale changes for the three months were as follows: net loans decreased $5,522,918 or 2.9% and mortgages held for sale increased $182,386 or 11.2%. However, there was loan growth in commercial loan and municipal lending. Approximately $5.1 million in residential mortgages were sold in the secondary market during the first three months of 2003. Deposits increased $433,951 or 0.2% during the first three months of 2003. As a result, total deposits increased from $281,261,976 at December 31, 2002 to $281,695,927 at March 31, 2003. Non-interest bearing deposits declined from $59,917,671 at December 31, 2002 to $59,089,801 at March 31, 2003.

 

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THREE MONTHS ENDED MARCH 31, 2003

AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

 

Net Interest and Dividend Income

 

Net interest and dividend income for the three months ended March 31, 2003 totaled $3,046,045 as compared to $3,155,782 for the same period in 2002, representing a decrease of $109,737 or 3.5%. Total interest and dividend income equaled $3,817,053 for the three months ended March 31, 2003 as compared to $4,437,939 for the same time period in 2002, a decrease of $620,886 or 14.0%. Loan income for the three months ended March 31, 2003, totaled $3,171,870 as compared to $3,459,996 for the same time period in 2002. This decrease of $288,126 or 8.3% reflects the re-pricing of the portfolio in a lower interest rate environment. Interest and dividends on taxable securities for the three months ended March 31, 2003 totaled $586,765 as compared to $932,272 for the same period in 2002. This is a decrease of $345,507 or 37.1% and is attributable to a lower interest rate environment. The interest and dividends on tax-exempt securities increased $91 or 1.2% during the first quarter of 2003 as compared with the same quarter of 2002. The other interest earned including Federal Funds Sold increased $10,000 or 27.1% for the three months ended March 31, 2003 when compared to the same time period in 2002 due to higher balances invested in a lower interest rate environment.

 

Deposit interest expense equaled $771,008 for the three months ended March 31, 2003, as compared to $1,282,157 for the same period in 2002. This decrease of $511,149 or 39.9% reflects the current strategy of managing the cost of funds of the Bank, in a lower rate environment. The Bank generally pays competitive rates for its deposit base in the local market.

 

Provision for Loan Losses

 

Credit risk is inherent in the business of extending loans. The Bank maintains an allowance or reserve for credit losses through charges to earnings. The loan loss provision for the three months ended March 31, 2003 was $100,000 as compared to $66,000 for the same period in 2002. Management’s assessment of the potential for continued weakness in the economy and the potential erosion of collateral values were the primary factors which warranted the provision despite the current sound quality of the Bank’s portfolio. (See “Allowance for Loan Losses”).

 

Non-interest Income

 

Non-interest income totaled $1,054,245 for the three months ended March 31, 2003 as compared to $827,578 for three months ended March 31, 2002. This is an increase of $226,667 or 27.4%. Income from fiduciary activities totaled $362,446 for the three months ended March 31, 2003 as compared to $414,949 for the three months ended March 31, 2002. This decrease of $52,503 or 12.7% can be attributed to the lower market conditions and their effect on the trust portfolio. Service charges on deposit accounts totaled $158,131 for the three months ended March 31, 2003, as compared to $109,407 for the same time period in 2002.

 

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This increase of $48,724 or 44.5% is due to increased service charges for traditional and electronic banking along with a higher number of accounts serviced. Other deposit fees increased $25,444 or 33.6% for the three months ended March 31, 2003 as compared to the same time period in 2002. The mortgage servicing income decreased $32,371 for the three months ended March 31, 2003 as compared to March 31, 2002. Gain on sale of securities totaled $170,646 for the three months ending March 31, 2003 as compared to no gains for the corresponding period in 2002. Other income for the three-month period ended March 31, 2003 totaled $258,324 as compared to $191,597 for the three-month period ended March 31, 2002, an increase of $66,727 or 34.8%.

 

Non-interest Expense

 

Non-interest expense totaled $3,020,961 for the three months ended March 31, 2003, as compared to $3,116,417 for the same time period in 2002. This is a decrease of $95,456 or 3.1%. This decrease is primarily attributed to new cost controls. Salaries and benefits totaled $1,829,964 for the three months ended March 31, 2003 and $1,791,898 for the same time period in 2002. This $38,066 or 2.1% increase is due to additional personnel in commercial lending and cash management along with higher costs for the pension plan. Occupancy expense totaled $275,780 for the three months ended March 31, 2003 as compared to $297,398 for the same period in 2002, which is a decrease of $21,618 or 7.3%. This is due to lower repair and maintenance costs. The costs of equipment totaled $146,995 for the three months ended March 31, 2003 as compared to $164,962 for the same period in 2002. Decreased equipment and maintenance costs created this situation. Data processing fees totaled $132,990 for the three months ended March 31, 2003 as compared to $151,302 for the corresponding time in 2002. This is a decrease of $18,312 or 12.1%, which is due to a renegotiated data processing contract. Professional fees decreased $34,756 or 31.3% due to lower consulting, legal and benefit consulting expenses. Stationery and supplies decreased $8,924 for the three months ended March 31, 2003 as compared to the same time period in 2002. Contributions increased $2,251 or 8.0% for the three months ended March 31, 2003 as compared to the same time period in 2002. Marketing and public relations decreased $19,105 or 19.1% for the three months ended March 31, 2003 as compared to the same time period in 2002. This is due to additional non-recurring 2002 expenses related to the 200th anniversary celebration of the Corporation’s main subsidiary Beverly National Bank. Other expenses totaled $399,710 for the three months ended March 31, 2003 as compared to $414,801 for the same period in 2002. This reflects a decrease of $15,091 or 3.6%.

 

Income Taxes

 

The income tax provision for the three months ended March 31, 2003 totaled $375,546 in comparison to an income tax provision of $268,285 for the same time period in 2002. This reflects an increase of taxable income.

 

Net Income

 

Net income amounted to $603,783 for the three months ended March 31, 2003 as compared to net income of $532,658 for the same period in 2002, which is an increase of $71,125 or 13.4%. The earnings increase is primarily due to gains on asset sales, higher service charges on deposit accounts and cost control on non-interest expense for the first quarter 2003 as compared to the corresponding period in 2002.

 

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Allowance for Loan Losses

 

The Bank formally determines the adequacy of the allowance for loan losses on a quarterly basis. This determination is based on assessment of credit quality or “risk rating” of loans. Loans are initially risk rated when originated and are reviewed periodically. If there is deterioration in the credit, the risk rating is adjusted accordingly.

 

The allowance also includes a component resulting from the application of the measurement criteria of Statements of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan (“SFAS114”). Impaired loans receive individual evaluation of the allowance necessary on a quarterly basis. Impaired loans are defined in the Bank’s Loan Policy as those instances in which it is probable that the Bank will not be able to collect all principal and interest due according to the terms of the note.

 

Commercial loans and residential mortgages are considered to be impaired under any one of the following circumstances: Non-accrual status; Loans over 90 days delinquent; Troubled debt restructures consummated after December 31, 1994; or Loans classified as “doubtful”, meaning that they have weaknesses which make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

The individual allowance for each impaired loan is based upon an assessment of the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

 

The loss factor applied as a general allowance is determined by a periodic analysis of the Allowance for Loan Losses. This analysis considers historical loan losses and delinquency figures. It also looks at delinquency trends.

 

Concentrations of credit and local economic factors are also evaluated on a periodic basis. Historical average net losses by loan type are examined and any identified trends are assessed. The Bank’s loan mix over that same period of time is also analyzed. A loan loss allocation is made for each type of loan and multiplied by the loan mix percentage for each loan type to produce a weighted average factor.

 

At March 31, 2003, the allowance for loan losses totaled $2,072,908 representing 222.4% of non-performing loans. Non-performing loans totaled $932,052, which represented 0.50% of total loans and mortgages held for sale. At March 31, 2002, the allowance for loan losses amounted to $2,012,578, representing 349.9% of non-performing loans. At March 31, 2002, non-performing loans totaled $575,229, which represented 0.30% of total loans and mortgages held for sale. A total of $39,714 of loans were charged off by the Bank during the first three months of 2003 as compared to $7,773 charged off during the corresponding period in 2002. A total of $44 was recovered of previously charged-off loans during the first three months ended March 31, 2003 compared to $1,000 recovered during the corresponding period of 2002. Management believes that the allowance for loan losses is adequate. However, while management estimates loan losses using the best available information, no assurances can be given that future additions to the allowance will not be necessary based on changes in economic and real estate market conditions, further information obtained regarding problem loans, identification of additional problem loans and other factors, both within and outside of management’s control. The $356,823 increase in non-performing loans at March 31, 2003, as compared with March 31, 2002, is not believed by management to be indicative of any material change in the credit quality

 

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of the loan portfolio. The overall level of non-performing loans remains low. Accordingly, while the overall quality of the loan portfolio remains strong, management will continue to monitor economic conditions and the performance of the portfolio in order to maintain an adequate allowance for loan losses. Additionally, with expectations of the Bank to continue to grow its loan portfolio, ongoing periodic provisions to the allowance are likely to be necessary to maintain adequate coverage ratios.

 

Capital Resources

 

As of March 31, 2003, the Corporation had total capital in the amount of $26,002,303 as compared with $25,433,145 at December 31, 2002, which represents an increase of $569,158 or 2.2%. Generally, banks are required to maintain Tier 1 capital at a level equal to or greater than 4.0% of their total assets. As of March 31, 2003, the Bank’s Tier 1 capital amounted to 7.19% of total assets. At March 31, 2003, the Bank’s ratio of risk-based capital to risk weighted assets amounted to 12.63%, which satisfies the applicable risk based capital requirements. As of December 31, 2002, the Bank’s Tier 1 capital amounted to 6.78% of total assets and risk-based capital amounted to 12.10% of total risk based assets.

 

Generally, bank holding companies are required to maintain Tier 1 capital at a level equal to or greater than 4.0% of their total assets. As of March 31, 2003, the Corporation’s Tier 1 capital amounted to 8.40% of total assets. At March 31, 2003, the Corporation’s ratio of risk-based capital to risk weighted assets amounted to 14.47%, which satisfies the applicable risk based capital requirements. As of December 31, 2002, the Corporation’s Tier 1 capital amounted to 7.87% of total assets and risk-based capital amounted to 13.79% of total risk based assets.

 

The capital ratios of the Corporation and the Bank exceed all regulatory requirements and both institutions are considered to be “well capitalized”, by their respective federal bank supervisory agencies.

 

Liquidity

 

The primary function of asset/liability management is to assure adequate liquidity and maintain an appropriate balance between interest-sensitive earning assets and interest-bearing liabilities. Liquidity management involves the ability to meet the cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. The Corporation’s interest rate sensitivity management practices seek to provide consistency in the maintenance of net interest margins and to foster the sustainable growth of net interest income despite changing interest rates.

 

Certain marketable investment securities, particularly those of shorter maturities, are the principal source of asset liquidity. The Corporation maintains such securities in an available for sale account as a liquidity resource. Securities maturing in one year or less amounted to $4,408,673 at March 31, 2003 or 5.8% of the investment securities portfolio, and $3,134,580 at December 31, 2002, representing 5.7% of the investment securities portfolio. Assets such as federal funds sold, mortgages held for sale, payments of mortgage-backed securities, as well as maturing loans are also sources of liquidity. The Corporation’s goals and general practices are to be substantially neutral with respect to interest rate sensitivity and maintain a net cumulative gap at one year of less than 15% of total earning assets. Changes in interest rates should not

 

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dramatically impact income as assets and liabilities mature and reprice concurrently. The Corporation’s current practices are consistent with these objectives.

 

Forward Looking Statements

 

This Form 10-Q and future filings made by the Corporation with the Securities and Exchange Commission, as well as other filings, reports and press releases made or issued by the Corporation and the Bank, and oral statements made by executive officers of the Corporation and the Bank, may include forward-looking statements relating to such matters as:

 

  (a)   assumptions concerning future economic and business conditions and their effect on the economy in general and on the markets in which the Corporation and the Bank do business, and
  (b)   expectations for increased revenues and earnings for the Corporation and Bank through growth resulting from acquisitions, attraction of new deposit and loan customers and the introduction of new products and services.

 

Such forward-looking statements are based on assumptions rather than historical or current facts and, therefore, are inherently uncertain and subject to risk. For those statements, the Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Act of 1995.

 

The Corporation notes that a variety of factors could cause the actual results or experience to differ materially from the anticipated results or other expectations described or implied by such forward-looking statements. The risks and uncertainties that may affect the operation, performance, development and results of the Corporation’s and Bank’s business include the following:

 

(a)   the risk of adverse changes in business conditions in the banking industry generally and in the specific markets in which the Bank operates;
(b)   changes in the legislative and regulatory environment that negatively impact the Corporation and Bank through increased operating expenses;
(c)   increased competition from other financial and non-financial institutions;
(d)   the impact of technological advances; and
(e)   other risks detailed from time to time in the Corporation’s filings with the Securities and Exchange Commission.

 

Such developments could have an adverse impact on the Corporation’s and the Bank’s financial position and results of operation.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the risk of loss from adverse changes in market prices. In particular, the market price of interest-earning assets may be affected by changes in interest rates. Since net interest income (the difference or spread between the interest earned on loans and investments and the interest paid on deposits and borrowings) is the Corporation’s primary source of revenue, interest rate risk is the most significant non-credit related market risk to which the Corporation is exposed. Net interest income is affected by changes in interest rates as well as fluctuations in the level and duration of the Corporation’s assets and liabilities.

 

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Interest rate risk is the exposure of net interest income to adverse movements in interest rates. In addition to directly impacting net interest income, changes in interest rates can also affect the amount of new loan originations, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and re-financings, the carrying value of investment securities classified as available for sale and the flow and mix of deposits.

 

The Corporation’s Asset/Liability Management Committee, comprised of the President of the Corporation, the Chief Financial Officer, the Senior Lending Officer, and marketing, retail and finance officers, is responsible for managing interest rate risk in accordance with policies approved by the Board of Directors regarding acceptable levels of interest rate risk, liquidity, and capital. This committee meets weekly and sets the rates paid on deposits, approves loan pricing and reviews investment transactions. This Asset/Liability Management Committee reports to the Risk Management Committee, which is comprised of several Directors, the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, and the Senior Vice President and Senior Lender.

 

The Corporation is subject to interest rate risk in the event that rates either increase or decrease. In the event that interest rates increase, the value of net assets (the liquidation value of stockholders’ equity) would increase because the Corporation is asset sensitive, the assets will re-price faster than liabilities. At March 31, 2003, it is estimated that an increase in interest rates of 200 basis points (for example, an increase in the prime rate from 4.25% to 6.25%) would increase the value of net assets by $3,129,186. If interest rates were to decrease, the value of net assets would also increase.

 

Although the value of net assets is subject to risk if interest rates rise (but not if rates fall) the opposite is true of the Corporation’s earnings. If interest rates were to increase, net interest income would increase because the Corporation has more interest-earning assets which would re-price than it has interest-bearing liabilities which would re-price. As a result, net interest income is instead subject to the risk of a decline in rates. Not only are there fewer interest-bearing liabilities to re-price, but many of these liabilities could not re-price much lower because the rates paid on them are already low. Accordingly, if interest rates were to decrease by 200 basis points (for example, a decrease in the prime rate from 4.25% to 2.25%) it is estimated that net interest income would decrease by $1,277,606. On the other hand, if interest rates were to increase, net interest income would increase.

 

At March 31, 2003, it was estimated that the value of the net assets of the Corporation would increase by $3,129,186 if interest rates were to increase by 200 basis points and that the Corporation’s net interest income would decline by $1,277,606 if interest rates were to decline by 200 basis points. The year-to-year change in these estimates is a result of a lengthening of the duration of the net assets of the Corporation.

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Corporation maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Corporation’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management,

 

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including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

Within 90 days prior to the date of this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer and the Corporation’s Chief Financial Officer, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on the foregoing, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective.

 

There have been no significant changes in the Corporation’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Corporation completed its evaluation. Therefore, no corrective actions were taken.

 

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PART II – Other Information

 

Item 1.

  

Legal Proceedings

  

None

Item 2.

  

Changes in Securities and Use of Proceeds

  

None

Item 3.

  

Defaults Upon Senior Securities

  

None

Item 4.

  

Submission of Matters to a Vote of Security Holders

  

None

Item 5.

  

Other Information

  

None

Item 6.

  

Exhibits and Reports on Form 8-K

    

 

a. Exhibits

 

11.0

  

Computation of Per Share Earnings

99.1

  

Certificate of Chief Executive Officer pursuant to section 906 of Sarbanes-Oxley Act of 2002

99.2

  

Certificate of Chief Financial Officer pursuant to section 906 of Sarbanes-Oxley Act of 2002

 

b. Reports on Form 8-K:

 

On January 16, 2003, pursuant to Item 5, the Corporation filed a Form 8-K announcing earnings for the year and quarter ended December 31, 2002 and issued a press release related to earnings and dividend payment.

 

On April 22, 2003, pursuant to Item 5, the Corporation filed a Form 8-K announcing earnings for the quarter ended March 31, 2003 and issued a press release related to earnings and dividend payment.

 

On April 22, 2003, pursuant to Item 5, the Corporation filed a Form 8-K relating to the 2003 annual meeting with results of vote and issued a press release related to earnings for the quarter ended March 31, 2003 and dividend payment.

 

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SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       

BEVERLY NATIONAL CORPORATION

                    (Registrant)

  Date: May 9, 2003      

     

By:

 

/s/    DONAT A. FOURNIER        


           

Donat A. Fournier

President, Chief Executive Officer

 

  Date: May 9, 2003      

     

By:

 

/s/    PETER E. SIMONSEN        


           

Peter E. Simonsen

Treasurer, Principal Financial Officer

 

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Donat A. Fournier, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Beverly National Corporation;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

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6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 9, 2003

 

By:

 

/s/    DONAT A. FOURNIER        


   

Donat A. Fournier

Chief Executive Officer

 

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

 

I, Peter E. Simonsen, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Beverly National Corporation;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

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6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: May 9, 2003

 

By:

 

/s/     PETER E. SIMONSEN        


   

Peter E. Simonsen

Principal Financial Officer
Treasurer

 

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