U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-28446
MITCHELL BANCORP, INC.
-------------------------------------------------
(Exact name of Registrant as specified in its Charter)
North Carolina 56-1966011
- ---------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
210 Oak Avenue, Spruce Pine, North Carolina 28777
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 765-7324
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X Yes No
- ------ ------
As of September 30, 1997, there were 930,902 shares of the Registrant's common
stock, par value $0.01 per share, outstanding. The Registrant has no other
classes of common equity outstanding.
Transitional small business disclosure format:
Yes X No
- ------ ------
1
<PAGE>
<PAGE>
MITCHELL BANCORP, INC.
AND SUBSIDIARY
SPRUCE PINE, NORTH CAROLINA
Index
PART I. PAGE(S)
FINANCIAL INFORMATION
ITEM 1.
Financial Statements
Consolidated Balance Sheets-(Unaudited) as of June 30, 1997
and September 30, 1997..........................................3
Consolidated Statements of Income - (Unaudited) for the
three month periods ended September 30, 1996 and 1997..........4
Consolidated Statements of Stockholders' Equity (unaudited)......5
Consolidated Statements of Cash Flows - (Unaudited) for the
three months ended September 30, 1996 and 1997.................6
Notes to (Unaudited) Consolidated Financial Statements........7-10
ITEM 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................11-13
PART II.
OTHER INFORMATION
Item 1. Legal
Proceedings.....................................................14
Item 2. Changes in Securities..................................14
Item 3. Defaults Upon Senior Securities........................14
Item 4. Submission of Matters to a Vote of Security Holders....14
Item 5. Other Information......................................15
Item 6. Exhibits and Reports on Form 8-K.......................15
Signatures......................................................16
2
<PAGE>
<PAGE>
MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)
(in thousands except share data)
JUNE 30, SEPTEMBER 30,
-----------------------------
ASSETS 1997 1997
------ ---- ----
Cash on hand $ 211 $ 35
Interest earning deposits in other banks 3,395 4,510
Investment securities:
Available for sale (amortized cost of $13) 467 470
Loans receivable, net 28,203 28,791
Real estate owned 91 91
Premises and equipment, net 65 63
Federal Home Loan Bank stock 291 291
Accrued interest receivable 7 5
Deferred income taxes 164 141
Prepaid expenses and other assets 165 194
---------- ----------
Total assets $ 33,059 $ 34,591
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits $ 17,672 $ 19,172
Accrued interest payable 63 61
Accrued expenses and other liabilities 845 887
Current income taxes payable 154 168
----------- -----------
Total liabilities 18,734 20,288
---------- ----------
Stockholders' equity:
Preferred stock ($.01 par value, 500,000 - -
shares authorized; none outstanding)
Common stock ($.01 par value, 3,000,000 shares 10 10
authorized; 979,987 shares issued; 930,902 shares
outstanding,)
Paid-in capital 9,225 9,234
Retained earnings, substantially restricted 6,329 6,284
Treasury stock, at cost (48,995 shares) (784) (784)
Unrealized gain on securities available for
sale, net of income taxes 277 278
Unearned compensation:
Employee stock ownership plan (732) (719)
----------- -----------
Total stockholders' equity 14,325 14,303
---------- ----------
Total liabilities and stockholders' equity $ 33,059 $ 34,591
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
<PAGE>
MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share data)
FOR THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1996 1997
---- ----
Interest income:
Loans $ 518 $ 608
Investments 6 7
Interest earning deposits 143 48
---------- -----------
Total interest income 667 663
Interest expense:
Deposits 274 235
---------- -----------
Net interest income 393 428
Provision for loan losses 6 6
----------- -----------
Net interest income after provision
for loan losses 387 422
Non-interest income:
Other 1 1
---------- -----------
Total non-interest income 1 1
---------- -----------
Non-interest expenses:
Compensation 78 88
Other employee benefits 41 64
Net occupancy expense 6 6
Deposit insurance premiums 150 3
Data processing 7 7
Other 38 47
---------- -----------
Total non-interest expenses 320 215
---------- -----------
Income before income taxes 68 208
Income tax expense (benefit) 24 83
---------- -----------
Net income $ 44 $ 125
========== ===========
Weighted average common equivalent share 902 860
outstanding:
Net income per share $ .05 $ .15
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
<TABLE>
<PAGE>
MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(Unaudited)
(in thousands except share data)
Unrealized Unearned
Common Paid-In Retained Treasury Gain on Compensation
Stock Capital Earnings Stock Securities for ESOP Total
------ ------- -------- -------- ---------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1996 $10 $9,204 $6,038 $ - $166 $(784) $14,634
Net income - - 471 - - - 471
Dividends paid ($.20 per share) - - (180) - - - (180)
Unrealized gain on securities
available for sale, net of
of income taxes - - - - 111 - 111
Repurchase of common stock
(48,995 shares held in
treasury) - - - (784) - - (784)
Compensation Earned - ESOP - 21 - - - 52 73
------ ------- ------ ------ --- ---- -------
Balance at June 30, 1997 10 9,225 6,329 (784) 277 (732) 14,325
Net income - - 125 - - - 125
Dividends paid ($.20 per share) - - (170) - - - (170)
Unrealized gain on securities
available for sale, net of
income taxes - - - - 1 - 1
Compensation Earned - ESOP - 9 - - - 13 22
------ ------- ------ ------ --- ---- -------
Balance at September 30, 1997 $10 $9,234 $6,284 $(784) $278 $(719) $14,303
====== ====== ====== ===== ==== ===== =======
The accompanying notes are an integral part of these consolidated financial
statements.
5
</TABLE>
<PAGE>
<PAGE>
MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
THREE MONTHS ENDED
SEPTEMBER 30,
---------------------
1996 1997
---- ----
Operating activities:
Net income $ 44 $ 125
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 3 2
Provision for loan losses 6 6
Increase (decrease) in reserve for
uncollected interest 8 2
Deferred income taxes (benefit) - 21
Net increase in deferred loan fees 21 4
Amortization of unearned compensation 15 22
(Increase) decrease in prepaid expenses
and other assets (78) (25)
Increase (decrease) in accrued interest payable (9) (2)
Increase in accrued expenses and other liabilities 157 56
Net cash provided by operating activities 167 211
Investing activities:
Net increase in loans (2,508) (600)
Purchase of premises and equipment (2) -
Investment in life insurance cash surrender value (2) (2)
Net cash used by investing activities (2,512) (602)
--------- ---------
Financing activities:
Net increase (decrease) in deposits (1,158) 1,500
Repayment of stock oversubscriptions (523) -
Payment of accrued conversion cost (347) -
Dividends paid - (170)
--------- ---------
Net cash provided (used) by financing
activities (2,028) 1,330
--------- ---------
Increase (decrease) in cash and cash equivalents (4,373) 939
Cash and cash equivalents at beginning of period 12,129 3,606
--------- ---------
Cash and cash equivalents at end of period $ 7,756 $ 4,545
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 283 $ 276
Income taxes - -
Noncash transactions:
Unrealized gain on securities available
for sale, net of deferred tax liability $ 25 $ 1
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
<PAGE>
MITCHELL BANCORP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. Mitchell Bancorp, Inc.
Mitchell Bancorp, Inc. ("Bancorp") was incorporated under the laws of the
State of North Carolina for the purpose of becoming the savings and loan
holding company of Mitchell Savings Bank, Inc. SSB (the "Savings Bank") in
connection with the Savings Bank's conversion from a state chartered mutual
savings bank to a state chartered stock savings bank (the "Conversion"),
pursuant to its Plan of Conversion. Bancorp commenced on May 8, 1996, a
Subscription Offering of its shares in connection with the Conversion. On
July 12, 1996, the Conversion was completed (see Note 4). The financial
statements of the Savings Bank are presented on a consolidated basis with
those of the Bancorp.
The consolidated financial statements included herein are for the Bancorp,
the Savings Bank and the Savings Bank's wholly owned subsidiary, Mitchell
Mortgage and Investment Co. (MMI) herein collectively referrred to as the
"Company". The impact of MMI on the consolidated financial statements is
insignificant. MMI has no operating activity other than to own stock in a
third-party service bureau used by the Savings Bank.
2. Basis of Preparation
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and, therefore, do not
include all disclosures necessary for a complete presentation of the
consolidated balance sheets, consolidated statements of income, consolidated
statements of stockholders' equity, and consolidated statements of cash
flows in conformity with generally accepted accounting principles. However,
all adjustments which are, in the opinion of management, necessary for the
fair presentation of the interim financial statements have been included.
All such adjustments are of a normal recurring nature. The statement of
income for the three month period ended September 30, 1997 is not
necessarily indicative of the results which may be expected for the entire
year.
It is suggested that these unaudited consolidated financial statements be
read in conjunction with the audited consolidated financial statements and
notes thereto for the Company for the year ended June 30, 1997.
7
<PAGE>
<PAGE>
MITCHELL BANCORP, INC. Notes to Consolidated Financial
AND SUBSIDIARY Statements, Continued
- -------------------------------------------------------------------------------
3. Earnings Per Share
Earnings per share amounts for the three month periods ended September 30,
1996 and 1997, are based on the average number of shares outstanding
throughout the periods. Unallocated ESOP shares are not considered as
outstanding for purposes of this calculation. Stock options are included as
common stock equivalents, when dilutive, using the treasury stock method.
4. Stockholders' Equity
In connection with the Conversion, which was consummated on July 12, 1996,
the Bancorp issued and sold 979,897 shares of common stock at a price of
$10.00 per share for total net proceeds of approximately $9.2 million after
conversion expenses of approximately $585,000. Bancorp retained one-half of
the net proceeds and used the remaining net proceeds to purchase the newly
issued capital stock of the Savings Bank. Since the Conversion was
essentially consummated prior July 12, 1996, the Conversion has been
accounted for as being effective as of June 30, 1996 for financial reporting
purposes.
On January 29, 1997, the stockholders of the Company approved the Company's
Stock Option Plan and Management Recognition Plan at the Company's annual
meeting. Shares issued to directors and employees under these plans may be
from authorized but unissued shares of common stock or they may be purchased
in the open market. The Company had previously announced that it would
repurchase 5% of its outstanding common stock to fund its approved Stock
Option Plan and Management Recognition Plan. As of September 30, 1997,
48,995 shares of common stock had been repurchased.
The Savings Bank may not declare or pay a cash dividend if the effect
thereof would cause its net worth to be reduced below either the amounts
required for the liquidation account discussed below or the regulatory
capital requirements imposed by federal and state regulations.
At the time of Conversion, the Savings Bank established a liquidation
account in an amount equal to its retained income as reflected in the latest
consolidated balance sheet used in the final conversion prospectus. The
liquidation account is maintained for the benefit of eligible account
holders who continue to maintain their deposit accounts in the Savings Bank
after conversion. In the event of a complete liquidation of the Savings Bank
(and only in such an event), eligible depositors who continue to maintain
accounts shall be entitled to receive a distribution from the liquidation
account before any liquidation may be made with respect to the Bancorp's
common stock.
5. Employee Stock Ownership Plan (ESOP)
As part of the Conversion discussed in Note 4, an Employee Stock Ownership
Plan (ESOP) was established for all employees who have attained the age of
21 and have been credited with
8
<PAGE>
<PAGE>
MITCHELL BANCORP, INC. Notes to Consolidated Financial
AND SUBSIDIARY Statements, Continued
- -------------------------------------------------------------------------------
at least 500 hours of service during a 12-month period. The ESOP borrowed
approximately $784,000 from the Bancorp and used the funds to purchase
78,391 shares of common stock issued in the Conversion. The loan will be
repaid principally from the Savings Bank's discretionary contributions to
the ESOP over a period of 15 years. As of September 30, 1997, the loan had
an outstanding balance of approximately $717,000 and an interest rate of
8.25%. The loan obligation of the ESOP is considered unearned compensation
and, as such, recorded as a reduction of the Company's stockholders' equity.
Both the loan obligation and the unearned compensation are reduced by an
amount of the loan repayments made by the ESOP. Shares purchased with the
loan proceeds are held in a suspense account for allocation among
participants as the loan is repaid. Contributions to the ESOP and shares
released from the suspense account are allocated among participants on the
basis of compensation in the year of allocation. Benefits become fully
vested at the end of seven years of service under the terms of the ESOP
Plan. Benefits may be payable upon retirement, death, disability, or
separation from service. Since the Savings Bank's annual contributions are
discretionary, benefits payable under the ESOP cannot be estimated.
Compensation expense is recognized to the extent of the fair value of shares
committed to be released.
For the three months ending September 30, 1996 and 1997, compensation
related to the ESOP of approximately $15,000 and $22,000, respectively, was
expensed. Compensation is recognized at the average fair value of the
ratably released shares during the accounting period as the employees
performed services. At September 30, 1997, the ESOP had approximately 7,600
allocated shares and 70,791 unallocated shares.
The ESOP administrators will determine whether dividends on allocated and
unallocated shares will be used for debt service. Any allocated dividends
used will be replaced with common stock of equal value. For the purpose of
computing earnings per share, all ESOP shares committed to be released have
been considered outstanding.
6. Stock Based Compensation
The Company granted and awarded on July 14, 1997 under its approved Stock
Option Plan and Management Recognition Plan (MRP) 68,596 and 31,358 shares,
respectively. The stock options were granted to employees and non-employee
directors at an exercise price $16.375 per share. The shares awarded under
the MRP plan will be earned and vested to the employees and non-employee
directors over a five year period.
7. Deposit Insurance Assessment
The Company was required to accrued a special assessment to recapitalize the
Savings Association Insurance Fund (SAIF). The special SAIF assessment for
deposit insurance premiums of approximately $137,000 has been reflected in
operations for the three months ending September 30, 1996 with an after tax
impact on net income of approximately $87,000.
9
<PAGE>
<PAGE>
MITCHELL BANCORP, INC. Notes to Consolidated Financial
AND SUBSIDIARY Statements, Continued
- -------------------------------------------------------------------------------
The assessment was collected in late November and effective January 1, 1997,
the Company began paying reduced premium assessments in accordance with the
new SAIF assessment schedule.
8. Tax Bad Debt Reserves
With the repeal of the reserve method of accounting for thrift bad debt
reserves for tax years beginning after December 31, 1995, the Savings Bank
will have to recapture its post-1987 excess reserves over a six-year period.
The amount of the post-1987 excess is approximately $55,000. The tax effect
of this excess had been previously recorded as deferred income taxes and,
therefore, will not have a material impact on income when recaptured.
9. Asset Quality
At September 30, 1997, the Company had total nonperforming loans (i.e.,
loans which are contractually past due 90 days or more) and real estate
owned of approximately $779,000. Of the $688,000 of nonperforming loans,
44%, or $302,000, were the result of loan customers in Chapter 13
bankruptcy. As a percentage of net loans at September 30, 1997,
nonperforming loans was 2.39%. Total nonperforming assets as a percent of
total assets at September 30, 1997 was 2.25%.
10
<PAGE>
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following discussion and analysis is intended to assist in understanding
the financial condition and the results of operations of the Company.
References to the "Company" include Mitchell Bancorp, Inc. and/or Mitchell
Savings Bank, Inc. SSB, as appropriate.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1997 AND SEPTEMBER 30, 1997
The Company's total consolidated assets increases by approximately $1.5 million
or 4.6% from $33 million at June 30, 1997 to $34.5 million at September 30,
1997. The increase in assets for the period was primarily attributable to the
increase in new deposits.
The composition of the Company's balance sheet has not been materially affected
by market conditions between June 30, 1997 and September 30, 1997. Net loans
increased $.5 million, or 2.0%. This increase resulted as the Company continued
to originate loans to satisfy increased demand for fixed rate mortgage loans in
the current low interest rate environment.
Consistent with its historical lending practices, virtually all of the
Company's loan portfolio at September 30, 1997 consisted of fixed rate loans
with maturities up to sixteen (16) years. Consequently, the Company is exposed
to a high degree of interest rate risk in a rising interest rate environment.
The Company has historically accepted this risk in light of its relatively high
capital levels. See "Liquidity and Capital Resources" discussion below.
Deposits increased $1.5 million or 8.5%, from $17.7 million at June 30, 1997 to
$19.2 million at September 30, 1997. The increase in deposits was primarily
attributable to the Company's ability to attract new funds for certicates of
deposit accounts.
11
<PAGE>
<PAGE>
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1996 AND 1997
NET INCOME. Net income increased $81,0000 or 184% from net income of $44,000
for the three months ended September 30, 1996 to net income of $125,000 for the
three months ended September 30, 1997. The increase was primarily the result of
the one time after tax effect of approximately $87,000 for the SAIF assessment
recorded during the three months ended September 30, 1996, offset by an
increase in net interest income. The return on average assets was 1.44% for the
three months ended September 30, 1997 compared to .50% for 1996.
NET INTEREST INCOME. Net interest income increased $35,000 or 8.9% from
$393,000 for the three months ended September 30, 1996 to $428,000 for the
three months ended September 30, 1997. The improvement in net interest income
primarily reflects a 45 basis point decrease in the average cost of funds for
the three months ended September 30, 1997 as compared to 1996 resulting from
the Savings Bank's cost of funds pricing and a $1.3 million decrease in average
deposits outstanding. The interest rate spread increased from 2.15% for three
months ending September 30, 1996 to 2.85% for the three months ending September
30, 1997.
INTEREST INCOME. Total interest income decreased $4,000 from $667,000 for the
three months ended September 30, 1996 to $663,000 for the three months ended
September 30, 1997. Interest on loans increased $90,000 as a result of a $4
million increase in average loans outstanding, or 17%. Interest on overnight
funds decreased by $95,000 as these funds have been utilized to fund new loan
originations and deposit withdrawals.
INTEREST EXPENSE. Interest expense decreased $39,000 from $274,000 for the
three months ended September 30, 1996 to $235,000 for the three months ended
September 30, 1997. The decrease for the three months ending September 30, 1997
was the result of a decrease in the average cost of funds and a decrease in the
average balance of outstanding deposits.
PROVISION FOR LOAN LOSSES. The provision for loan losses for both three month
periods ended September 30 was $6,000. Historically, management has emphasized
the Company's loss experience over other factors in establishing provisions for
loan losses. However, management has reviewed the allowance for loan losses in
relation to the Company's composition of its loan portfolio and observations of
the general economic climate and loan loss expectations. The ratio of allowance
to non-performing loans at September 30, 1997 was 26.4%.
NON-INTEREST EXPENSE. Non-interest expense decreased by $105,000 from $320,000
for the three months ending September 30, 1996 to $215,000 for 1997. This
decrease was primarily the result of a decrease of $147,000 in deposit
insurance premiums after the one time special SAIF assesment which was
recognized in 1996 offset by an increase in compensaton and employee benefits.
INCOME TAXES. Income tax expense for the three months ending September 30, 1997
was $83,000 compared to income tax expense $24,000 for the same period in 1996.
The increase was the result of pre-tax income increasing by $140,000.
12
<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources of funds are new
deposits and proceeds from principal and interest payments on loans. While
maturities and scheduled amortization of loans are a predictable source of
funds, deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions and competition. The Company's primary
investing activity is loan originations. The Company maintains liquidity levels
adequate to fund loan commitments, investment opportunities, deposit
withdrawals and other financial commitments. At September 30, 1997, there were
no material commitments for capital expenditures and the Company had unfunded
loan commitments of approximately $407,000. At September 30, 1997, management
had no knowledge of any trends, events or uncertainties that will have or are
reasonably likely to have material effects on the liquidity, capital resources
or operations of the Company. Further at September 30, 1997, management was not
aware of any current recommendations by the regulatory authorities which, if
implemented, would have such an effect.
The Savings Bank exceeded all of its capital requirements at September 30,
1997. The Savings Bank had the following capital ratios at September 30, 1997:
FOR CAPITAL CATEGORIZED AS
ADEQUACY "WELL
ACTUAL PURPOSES CAPITALIZED"(1)
---------------- ----------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
---------------- ----------------- -----------------
As of September 30,
1997:
Tier I Capital
(To average assets) $10,462 33.6% $ 1,247 >4% $ 1,559 >5%
- -
Tier I Capital
(To risk weighted
assets) $10,462 56.1% $ 746 >4% $ 1,120 >6%
- -
Total Capital
(To risk weighted
assets) $10,644 57.0% $ 1,247 >8% $ 1,559 >10%
-- -
1) As categorized under the Prompt Corrective Action Provisions.
13
<PAGE>
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company may be a party to various legal
proceedings incident to its or their business. At September 30, 1997,
there were no legal proceedings to which the Bancorp or any subsidiary
was a party, or to which of any of their property was subject, which
were expected by management to result in a material loss.
Item 2. Changes in Securities
---------------------
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
--------------------------------
3(a) Company's Articles of Incorporation (incorporated by reference to
the Company's Registration Statement on Form SB-2 File No.
333-1888).
3(b) Company's Bylaws (incorporated by reference to the Company's
Registration Statement on Form SB-2 File No. 333-1888).
10.1 Employment Agreement with Emma Lee M. Wilson (incorporated by
reference to the Company's Registration Statement on Form SB-2
File No. 333-1888).
10.2 Employment Agreement with Edward Ballew, Jr. (incorporated by
reference to the Company's Registration Statement on Form SB-2
File No. 333-1888).
14
<PAGE>
<PAGE>
10.3 Mitchell Savings Bank, Inc., SSB 1996 Employee Stock Ownership
Plan (incorporated by reference to the Company's Registration
Statement on Form SB-2 File No. 333-1888).
10.4 Mitchell Bancorp, Inc. 1996 Stock Option Plan (incorporated by
reference to the Company's proxy statement for the 1996 Annual
Meeting of Stockholders).
10.5 Mitchell Bancorp, Inc. 1996 Management Recognition and Development
Plan (incorporated by reference to the Company's proxy statement
for the 1996 Annual Meeting of Stockholders).
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended September
30, 1997.
15
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MITCHELL BANCORP, INC.
Date: November 10, 1997 By /s/Edward Ballew, Jr.
----------------------------------
Edward Ballew Jr.
(Executive Vice President and Chief
Executive Officer)
MITCHELL BANCORP, INC.
Date: November 10, 1997 By /s/Emma Lee Wilson
----------------------------------
Emma Lee Wilson
(Chief Financial Officer)
16
<PAGE>
<PAGE>
Exhibit 27
Financial Data Schedule
This schedule contains financial information extracted from the consolidated
financial statements of Mitchell Bancorp, Inc. for the quarter ended September
30, 1997 and is qualified in its entirety by reference to such financial
statements.
Financial Data as of
or for the quarter
Item Number ended September 30, 1997 Item Description
- ----------- ------------------------ ----------------
9-03 (1) $ 35 Cash and due from Banks
9-03 (2) 4,510 Interest-earning deposits
9-03 (3) -- Federal funds sold -
purchased securities for
resale
9-03 (4) -- Trading account assets
9-03 (5) 470 Investment and mortgage
backed securities held for
sale
9-03(6) -- Investment and mortgage
backed securities held to
maturity - carrying value
9-03 (6) -- Investment and mortgage
backed securities held to
maturity - market value
9-03 (7) 28,973 Loans
9-03 (7)(2) 182 Allowance for losses
9-03 (11) 34,591 Total assets
9-03 (12) 19,172 Deposits
9-03 (13) -- Short-term borrowings
9-03 (15) 1,116 Other liabilities
9-03 (16) -- Long-term debt
9-03 (19) -- Preferred stock - mandatory
redemption
9-03 (20) -- Preferred stock - no
mandatory redemption
9-03 (21) 10 Common stocks
9-03 (22) 14,293 Other stockholders' equity
9-03 (23) 34,591 Total liabilities and
stockholders' equity
9-04 (1) 608 Interest and fees on loans
9-04 (2) 7 Interest and dividends on
investments
9-04 (4) 48 Other interest income
9-04 (5) 663 Total interest income
9-04 (6) 235 Interest on deposits
9-04 (9) 235 Total interest expense
9-04 (10) 428 Net interest income
9-04 (11) 6 Provision for loan losses
9-04 (13)(h) -- Investment securities
gains/(losses)
9-04 (14) 215 Other expenses
9-04 (15) 208 Income/loss before income
tax
9-04 (17) 208 Income/loss before
extraordinary items
9-04 (18) -- Extraordinary items, less
tax
9-04 (19) -- Cumulative change in
accounting principles
9-04 (20) 125 Net income or loss
9-04 (21) 0.15 Earnings per share -
primary
9-04 (21) 0.15 Earnings per share - fully
diluted
I.B. 5 7.99% Net yield - interest
earning assets - actual
III.C.1. (a) 688 Loans on non-accrual
III.C.1. (b) -- Accruing loans past due 90
days or more
III.C.2. (c) -- Troubled debt restructuring
III.C.2 -- Potential problem loans
IV.A.1 182 Allowance for loan loss -
beginning of period
IV.A.2 -- Total chargeoffs
IV.A.3 -- Total recoveries
IV.A.4 182 Allowance for loan loss -
end of period
IV.B.1 182 Loan loss allowance
allocated to domestic loans
IV.B.2 -- Loan loss allowance
allocated to foreign loans
IV.B.3 -- Loan loss allowance -
unallocated
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1997
<CASH> 35
<INT-BEARING-DEPOSITS> 4510
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 470
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 28973
<ALLOWANCE> 182
<TOTAL-ASSETS> 34591
<DEPOSITS> 19172
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1116
<LONG-TERM> 0
0
0
<COMMON> 10
<OTHER-SE> 14293
<TOTAL-LIABILITIES-AND-EQUITY> 34591
<INTEREST-LOAN> 608
<INTEREST-INVEST> 7
<INTEREST-OTHER> 48
<INTEREST-TOTAL> 663
<INTEREST-DEPOSIT> 235
<INTEREST-EXPENSE> 235
<INTEREST-INCOME-NET> 428
<LOAN-LOSSES> 6
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 215
<INCOME-PRETAX> 208
<INCOME-PRE-EXTRAORDINARY> 208
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
<YIELD-ACTUAL> 7.99
<LOANS-NON> 688
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 182
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 182
<ALLOWANCE-DOMESTIC> 182
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
