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 March 31, 1998
[ ] 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 Number)
incorporation or organization)
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 May 8, 1998, 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
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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 March 31, 1998....................................................3
Consolidated Statements of Comprehensive Income - (Unaudited)
for the three and nine month periods ended March 31, 1997 and 1998....4
Consolidated Statements of Stockholders' Equity (unaudited)...........5
Consolidated Statements of Cash Flows - (Unaudited) for the nine
months ended March 31, 1997 and 1998..................................6
Notes to (Unaudited) Consolidated Financial Statements..............7-8
ITEM 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................9-12
PART II.
- --------
OTHER INFORMATION
Item 1. Legal Proceedings....... ...................................13
Item 2. Changes in Securities and Use of Proceeds................ ..13
Item 3. Defaults Upon Senior Securities.............................13
Item 4. Submission of Matters to a Vote of Security Holders.........13
Item 5. Other Information...........................................13
Item 6. Exhibits and Reports on Form 8-K............................13
Signatures................................................ ..........14
2
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MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)
(in thousands except share information)
JUNE 30, MARCH 31,
-----------------------------
ASSETS 1997 1998
------ ---- ----
Cash $ 211 $ 41
Interest earning deposits 3,395 7,056
Investment securities:
Available for sale (amortized cost of $13) 467 633
Loans receivable, net 28,203 28,170
Real estate owned 91 345
Premises and equipment, net 65 59
Federal Home Loan Bank stock 291 291
Accrued interest receivable 7 5
Deferred income taxes 164 126
Prepaid expenses and other assets 165 205
---------- ----------
Total assets $ 33,059 $ 36,931
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits $ 17,672 $ 21,253
Accrued interest payable 63 65
Accrued expenses and other liabilities 845 937
Current income taxes payable 154 157
----------- -----------
Total liabilities 18,734 22,412
----------- -----------
Stockholders' equity:
Preferred stock ($.01 par value, 500,000
shares authorized; none outstanding) - -
Common stock ($.01 par value, 3,000,000 shares
authorized; 979,897 and 930,902 shares issued
and outstanding, respectively) 10 10
Paid-in capital 9,225 9,252
Retained earnings, substantially restricted 6,329 6,355
Treasury stock, at cost (784) (784)
Accumulated other comprehensive income 277 378
Unearned compensation:
Employee stock ownership plan (732) (692)
----------- -----------
Total stockholders' equity 14,325 14,519
----------- -----------
Total liabilities and stockholders' equity $ 33,059 $ 36,931
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
3
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MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(Unaudited)
(in thousands, except per share)
For Three Months Ended For Nine Months Ended
March 31, March 31,
--------------------- ---------------------
1997 1998 1997 1998
---- ---- ---- ----
Interest income:
Loans $ 579 $ 618 $ 1,665 $ 1,841
Investments 5 8 19 20
Interest earning deposits 73 83 319 203
-------- -------- -------- --------
Total interest income 657 709 2,003 2,064
Interest expense:
Deposits 228 276 750 779
-------- -------- ------- --------
Net interest income 429 433 1,253 1,285
Provision for loan losses 6 6 18 18
-------- -------- -------- --------
Net interest income after
provision for loan losses 423 427 1,235 1,267
Non-interest income:
Other 6 - 8 3
-------- -------- -------- --------
Total non-interest income 6 - 8 3
-------- -------- -------- --------
Non-interest expenses:
Compensation 85 120 233 344
Other employee benefits 27 12 116 89
Net occupancy expense 7 7 21 20
Deposit insurance premiums 2 3 152 9
Data processing 7 8 20 20
Other 57 46 165 166
-------- -------- -------- --------
Total non-interest expenses 185 196 707 648
-------- -------- -------- --------
Income before income taxes 244 231 536 622
Income tax expense 88 95 198 252
-------- -------- -------- --------
Net income 156 136 338 370
Other comprehensive income:
Net unrealized gains (losses)
on securities available for
sale, net of taxes (2) 45 48 101
--------- -------- -------- --------
Comprehensive income $ 154 $ 181 $ 386 $ 471
========= ======== ======== ========
Weighted average common share
outstanding: 904 863 903 861
Basis net income per share $ .17 $ .16 $ .37 $ .43
The accompanying notes are an integral part of these consolidated financial
statements.
4
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<TABLE>
MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(Unaudited)
(in thousands except share information)
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
income taxes - - - - 111 - 111
Earned compensation ESOP - 21 - - - 52 73
Repurchase of common stock
(48,995 shares held in
treasury) - - - (784) - -
(784)
--- ------ ------ ------- ------- ------- -------
Balance at June 30, 1997 10 9,225 6,329 (784) 277 (732) 14,325
Net income - - 370 - - - 370
Dividends paid ($.40
per share) - - (344) - - -
(344)
Unrealized gain on securities
available for sale, net of
income taxes - - - - 101 - 101
Compensation Earned - 27 - - - 40 67
--- ------ ------ ------- ------- ------- -------
Balance at March 31, 1998 $10 $9,252 $6,355 $ (784) $ 378 $ (692) $14,519
=== ====== ====== ======= ======= ======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
5
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MITCHELL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Nine Months Ended
March 31,
------------------------
1997 1998
---- ----
Operating activities:
Net income $ 338 $ 370
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 8 8
Provision for loan losses 18 18
Increase (decrease) in reserve for uncollected
interest 17 (44)
Deferred income taxes (benefit) - (27)
Net increase in deferred loan fees 30 1
Amortization of unearned compensation 52 67
Gain on real estate owned (5) -
(Increase) decrease in prepaid expenses and other
assets (80) (14)
Increase (decrease) in accrued interest payable - 2
Increase in accrued expenses and other liabilities 108 95
------- -------
Net cash provided by operating activities 486 476
------- -------
Investing activities:
Net increase in loans (3,867) (194)
Purchase of premises and equipment (6) (2)
Investment in life insurance cash surrender value (25) (26)
------- -------
Net cash used by investing activities (3,898) (222)
------- -------
Financing activities:
Net increase (decrease) in deposits (2,170) 3,581
Repayment of stock oversubscriptions (523) -
Payment of accrued conversion cost (347) -
Repurchase of common stock (192) -
Dividends paid (196) (344)
------- -------
Net cash provided (used) by financing activities (3,428) 3,237
------- -------
Increase (decrease) in cash and cash equivalents (6,840) 3,491
Cash and cash equivalents at beginning of period 12,129 3,606
-------- --------
Cash and cash equivalents at end of period $ 5,289 $ 7,097
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 750 $ 777
Income taxes 54 276
Noncash transactions:
Real estate acquired in satisfaction of mortgage
loans - 254
Loan to facilitate sale of real estate owned 25 -
Unrealized gain on securities available for sale,
net of deferred tax liability $ 48 $ 101
The accompanying notes are an integral part of these consolidated financial
statements.
6
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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 and is the savings and loan holding company of
Mitchell Savings Bank, Inc. SSB (the "Savings Bank"). 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). The impact of MMI on the consolidated financial
statements is insignificant. MMI has no operating activity other than to own
stock in the 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 statements of comprehensive income for the three
and/or nine month period ended March 31, 1998 are 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, which are included
in the Form 10-KSB by reference (file no. 0-28446).
3. Earnings Per Share
------------------
Basic and diluted earnings per share amounts for the three and nine month
periods ended March 31, 1997 and 1998 have been computed in accordance with
the Statement of Financial Accounting Standards No. 128 "Earnings per Share"
(SFAS 128). All prior period earnings per share data presented has been
restated to conform with the provisions of SFAS 128. For the periods presented
their was no dilutive effect on earnings per share.
7
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MITCHELL BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
- -----------------------------------------------------------------------------
4. New Accounting Standard
-----------------------
The Company adopted Statement of Financial Accounting Standards No. 130
"Reporting Comprehensive Income" (SFAS 130) in the first quarter 1998. All
periods presented have be changed to conform with SFAS 130. SFAS 130
establishes standards for reporting and displaying comprehensive income and
its components. Comprehensive income consists of net income and other changes
in stockholders' equity from nonowner sources. These nonowner sources consist
of unrealized gains and losses on certain investments in debt and equity
securities.
5. Stock Based Compensation
------------------------
The Company granted and awarded on July 14, 1997 under its stockholder
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 of $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. MRP expense recognized for the
three and nine months ending March 31, 1998 was $25,000 and $ 71,000,
respectively.
5. Deposit Insurance Assessment
----------------------------
The Company was required to pay an industry wide 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 nine months ending March 31, 1997 with an
after tax impact on net income of approximately $87,000.
6. Asset Quality
-------------
At March 31, 1998, the Company had total nonperforming loans (i.e., loans
which are contractually past due 90 days or more) of approximately $ 230,000
and real estate owned of approximately $345,000. Of the $230,000 of
nonperforming loans, 76.5%, or $176,000, were the result of loan customers in
Chapter 13 bankruptcy. Management does not expect to incur any material losses
on the resolution of the loans from customers in Chapter 13 bankruptcy due to
the individual underlying collateral. However, ultimate losses could result
from other economic conditions beyond management's control. As a percentage of
net loans at March 31, 1998, nonperforming loans was .82%. Total nonperforming
assets as a percent of total assets at March 31, 1998 was 1.56%.
8
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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 MARCH 31, 1998
The Company's total consolidated assets increased by approximately $ 3.9
million or 11.8% from $33.0 million at June 30, 1997 to $36.9 million at March
31, 1998. The increase in assets for the period was primarily attributable to
the increase in deposits and retained net income from operations for the nine
month period.
The composition of the Company's balance sheet has not been materially
affected by market conditions between June 30, 1997 and March 31, 1998. Net
loans increased $ 194,000 after considering the increase real estate owned
which was acquired in satisfaction of montage loans.
Consistent with its historical lending practices, virtually all of the
Company's loan portfolio at March 31, 1998 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 $3.6 million or 20.3%, from $17.7 million at June 30, 1997
to $21.3 million at March 31, 1998. The increase in deposits was primarily
attributable to the Company's ability to attract new certificate accounts. The
Company has concentrated its efforts on the competitive pricing and
advertisement of its certificate products.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1998
NET INCOME. Net income decreased $ 20,000 from net income of $156,000 for the
three months ended March 31, 1997 to net income of $136,000 for the three
months ended March 31, 1998. The decrease was primarily attributable to
$20,000 in additional compensation and employee benefits from the accrual of
expense for the MRP plan awards. The return on average assets was 1.48% for
the three months ended March 31, 1998.
NET INTEREST INCOME. Net interest income increased $4,000 from $429,000 for
the three months ended March 31, 1997 to $ 433,000 for the three months ended
March 31, 1998. The improvement in net interest income primarily reflects $2.4
million increase in the balance of average interest-
9
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earning assets for the three months of 1998 as compared to 1997. The interest
rate spread decreased 21 basis points from 2.83% for three months ending March
31, 1997 to 2.62% for the three months ending March 31, 1998.
INTEREST INCOME. Total interest income increased $52,000 from $657,000 for the
three months ended March 31, 1997 to $709,000 for the three months ended March
31, 1998. Interest on loans increased $39,000 as a result of a $1.4 million
increase in average loans outstanding, or 5.0% and interest on overnight funds
increased by $10,000.
INTEREST EXPENSE. Interest expense increased $48,000 from $228,000 for the
three months ended March 31, 1997 to $276,000 for the three months ended March
31, 1998. The increase for the three months ending March 31, 1998 was the
result of a $2.7 million increase in the average deposit outstanding combined
with a 28 basis point increase in the average cost of funds.
PROVISION FOR LOAN LOSSES. The provision for loan losses for three month
periods ended March 31, 1997 and 1998 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 March 31, 1998 was 84.35%.
NON-INTEREST INCOME. Non-interest income continues to be an insignificant
source of income for the Company.
NON-INTEREST EXPENSE. Non-interest expense increased by $11,000 from $185,000
for the three months ending March 31, 1997 to $196,000 for 1998. This increase
was the result of additional compensation expense of $25,000 for the MRP stock
awards offset by a decrease in other nonqualified benefit plans. Other
non-interest expense items remained relatively stable.
INCOME TAXES. Income tax expense for the three months ending March 31, 1998
was $95,000 compared to income tax expense $88,000 for the same period in
1997. Income tax expense is the product of taxable income less deductible
expenses.
COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1997
AND 1998
NET INCOME. Net income increased $32,000 from $338,000 for the nine months
ended March 31, 1997 to $370,000 for the nine months ended March 31, 1998.
Included in operations for the nine months ending March 31, 1997 was $137,000
for the SAIF premium assessment signed into law on September 30, 1996. The
after tax effect of the one-time assessment was approximately $85,000. The
return on average assets was 1.37 % for the nine months ended March 31, 1998.
NET INTEREST INCOME. Net interest income increased $32,000 or 2.6% from
$1,253,000 for the nine months ended March 31, 1997 to $1,285,000 for the nine
months ended March 31, 1998. The improvement in net interest income primarily
reflects a $600,000 increase in average interest-
10
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earning assets for the nine months ended March 31, 1998 as compared to 1997.
The interest rate spread increased from 2.53% for nine months ending March 31,
1997 to 2.66% for the nine months ending March 31, 1998.
INTEREST INCOME. Total interest income increased $61,000 from $2,003,000 for
the nine months ended March 31, 1997 to $2,064,000 for the nine months ended
March 31, 1998. Interest on loans increased $176,000, or 10.6%. Interest on
overnight funds invested by the Company decreased as a result of $2.2 million
less in average funds invested during the nine months of 1998 compared to the
same period ending March 31, 1997.
INTEREST EXPENSE. Interest expense increased $29,000 from $750,000 for the
nine months ended March 31, 1997 to $779,000 for the nine months ended March
31, 1998. The increase for the nine months ending March 31, 1998 was the
result of a $844,000 increase in average deposits outstanding offset by a 3
basis point decrease in the average cost of funds.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the nine month
periods ended March 31, 1997 and 1998 was $18,000. 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.
ON-INTEREST EXPENSE. Non-interest expense decreased by $59,000 from $707,000
for the nine months ending March 31, 1997 to $648,000 for 1998. This decrease
is the result of $143,000 less deposit insurance expense because of the SAIF
special assessment which was recognized in 1997. During the nine month period
ending March 31, 1998, the Company recognized $84,000 of additional
compensation and benefit expense of which $71,000 was from MRP stock awards
recognized. Other non-interest expense items remained relatively stable.
INCOME TAXES. Income tax expense for the nine months ending March 31, 1997 was
$198,000 compare to income tax expense of $252,000 for the same period in
1998. The increase was the result of an increase in pre-tax income and certain
nondeductible expense associated with the ESOP plan.
LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources of funds are
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 March 31, 1998, there
were no material commitments for capital expenditures and the Company had
unfunded loan commitments of approximately $88,000.
At March 31, 1998, 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
11
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operations of the Company. Further at March 31, 1998, 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 March 31, 1998.
The Savings Bank had the following capital ratios at March 31, 1998:
FOR CAPITAL CATEGORIZED AS
ACTUAL ADEQUACY "WELL
PURPOSES CAPITALIZED"(1)
---------------- ----------------- ----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
---------------- ----------------- ----------------
As of March 31, 1998:
Tier I Capital
(To total assets) $10,735 32.3% $ 995 >4.0% $ 1,659 >5.0%
- -
Tier I Capital
(To risk weighted
assets) $10,735 58.8% $ 730 >4.0% $ 1,095 >6.0%
- -
Total Capital
(To risk weighted
assets) $10,929 59.9% $ 1,460 >8.0% $ 1,825 >10.0%
- -
(1) As categorized under the Prompt Corrective Action Provisions.
YEAR 2000 COMPLIANCE. The Company has established a plan to address Year 2000
issues. Successful implementation of this plan will eliminate any
extraordinary expenses related to the Year 2000 issue. The Company has
received confirmation from its sole data processing company regarding their
Year 2000 plans and compliance. The Company has requested from its data
processing company information that would enable it to test all critical
systems by mid 1998 in order to ensure compliance by December 31, 1998. The
Company has a reasonable basis to conclude that the Year 2000 issue will not
materially affect future financial results, or cause reported financial
information not to be necessarily indicative of future operating results or
future financial condition.
12
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiaries may be a party to various
legal proceedings incident to its or their business. At March 31, 1998, there
were no legal proceedings to which the Company 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 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
13
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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).
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 March 31,
1998.
14
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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: May 13, 1998 By: \s\Edward Ballew, Jr.
------------------ ------------------------------------
Edward Ballew Jr.
(Executive Vice President and Chief
Executive Officer)
MITCHELL BANCORP, INC.
Date: May 13, 1998 By: \s\Emma Lee M. Wilson
------------------ ------------------------------------
Emma Lee Wilson
(Chief Financial Officer)
15
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<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1998
<CASH> 41
<INT-BEARING-DEPOSITS> 7056
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 633
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 28364
<ALLOWANCE> 194
<TOTAL-ASSETS> 36931
<DEPOSITS> 21253
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1159
<LONG-TERM> 0
0
0
<COMMON> 10
<OTHER-SE> 14509
<TOTAL-LIABILITIES-AND-EQUITY> 36931
<INTEREST-LOAN> 618
<INTEREST-INVEST> 8
<INTEREST-OTHER> 83
<INTEREST-TOTAL> 709
<INTEREST-DEPOSIT> 276
<INTEREST-EXPENSE> 276
<INTEREST-INCOME-NET> 433
<LOAN-LOSSES> 6
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 196
<INCOME-PRETAX> 95
<INCOME-PRE-EXTRAORDINARY> 136
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 136
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
<YIELD-ACTUAL> 4.83
<LOANS-NON> 230
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 188
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 194
<ALLOWANCE-DOMESTIC> 194
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
