UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
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 0-23533
MYSTIC FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3401049
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 HIGH STREET
MEDFORD, MASSACHUSETTS 02155
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 395-2800
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
----- -----
As of November 8, 2000, 1,948,604 shares of the registrant's common stock
were outstanding.
MYSTIC FINANCIAL, INC. AND SUBSIDIARY
INDEX
PART I FINANCIAL INFORMATION Page
--------------------- ----
Item 1 Financial Statements:
Consolidated Balance Sheets - September 30, 2000
and June 30, 2000 3
Consolidated Statements of Income - Three Months Ended
September 30, 2000 and 1999 4
Consolidated Statements of Changes in Stockholders'
Equity - Three Months Ended September 30, 2000 and 1999 5
Consolidated Statements of Cash Flows - Three Months
Ended September 30, 2000 and 1999 6
Notes to Unaudited Consolidated Financial Statements -
September 30, 2000 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3 Quantitative and Qualitative Disclosures About
Market Risk 19
PART II OTHER INFORMATION
-----------------
Item 4 Submission of Matters to a Vote of Security Holders 19
Item 6 Exhibits and Reports on Form 8-K 19
SIGNATURES 20
----------
Mystic Financial, Inc. and Subsidiary
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets
(In Thousands)
<TABLE>
<CAPTION>
September 30, 2000 June 30, 2000
------------------ -------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 8,521 $ 10,842
Federal funds sold 8,897 17,181
Short-term investments 2,075 3,308
---------------------------
Total cash and cash equivalents 19,493 31,331
Securities available for sale, at fair value 35,296 32,452
Federal Home Loan Bank stock, at cost 2,438 2,438
Loans, net of allowance for loan losses of $1,582
and $1,531, respectively 201,178 189,200
Mortgage loans held for sale 285 543
Bank premises and equipment, net 2,719 2,805
Real estate held for investment, net 1,659 1,673
Accrued interest receivable 1,476 1,324
Due from Co-operative Central Bank 929 929
Other assets 1,100 1,193
---------------------------
$266,573 $263,888
==========================
Liabilities and Stockholders' Equity
Deposits $189,752 $194,135
Federal Home Loan Bank borrowings 45,642 38,750
Mortgagors' escrow accounts 757 672
Accrued expenses and other liabilities 1,171 1,142
---------------------------
Total liabilities 237,322 234,699
---------------------------
Stockholders' equity
Preferred stock, $.01 par value, 1,000,000 shares
authorized; none issued - -
Common stock, $.01 par value, 5,000,000 shares
authorized; 2,716,125 and
and 2,711,125 issued, respectively 27 27
Additional paid-in capital 25,649 25,601
Retained earnings 15,670 15,295
Treasury stock, at cost - 755,021 and 702,427 shares
at September 30, 2000 and June 30, 2000, respectively (9,111) (8,424)
Accumulated other comprehensive income (loss) 117 (55)
Unearned ESOP shares (2,231) (2,324)
Unearned RRP stock (870) (931)
---------------------------
Total stockholders' equity 29,251 29,189
---------------------------
$266,573 $263,888
==========================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
Mystic Financial, Inc. and Subsidiary
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
September 30, September 30,
2000 1999
------------- -------------
(Unaudited)
<S> <C> <C>
Interest and dividend income:
Interest and fees on loans $3,984 $3,123
Interest and dividends on securities 596 475
Other interest 142 126
-----------------------
Total interest and dividend income 4,722 3,724
-----------------------
Interest expense:
Deposits 1,709 1,292
Federal Home Loan Bank borrowings 639 311
-----------------------
Total interest expense 2,348 1,603
-----------------------
Net interest income 2,374 2,121
Provision for loan losses 50 40
-----------------------
Net interest income, after provision for loan losses 2,324 2,081
-----------------------
Other income:
Customer service fees 197 141
Gain on sale of securities available for sale, net 57 31
Miscellaneous 37 44
-----------------------
Total other income 291 216
-----------------------
Operating expenses:
Salaries and employee benefits 1,098 936
Occupancy and equipment expenses 226 164
Data processing expenses 79 66
Other general and administrative expenses 402 327
-----------------------
Total operating expenses 1,805 1,493
-----------------------
Income before income taxes 810 804
Provision for income taxes 314 317
-----------------------
Net income $ 496 $ 487
=======================
Earnings per share basic and diluted $ 0.28 $ 0.22
=======================
Weighted average shares outstanding - basic 1,769 2,216
=======================
Weighted average shares outstanding - diluted 1,778 2,218
=======================
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
Mystic Financial, Inc. and Subsidiary
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended September 30, 2000 and 1999
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other Unearned Unearned Total
Common Paid-In Retained Treasury Comprehensive ESOP RRP Stockholders'
Stock Capital Earnings Stock Income (Loss) Shares Stock Equity
------ ---------- -------- -------- ------------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 2000 $27 $25,601 $15,295 $(8,424) $ (55) $(2,324) $ (931) $29,189
--------
Comprehensive income:
Net income - - 496 - - - - 496
Change in net unrealized gain
on securities available for
sale, net of tax effects 172 172
--------
Total comprehensive income 668
--------
Dividend paid ($0.07 per share) - - (121) - - - - (121)
Stock options exercised
(5,000 shares) - 60 - - - - - 60
Purchase of Treasury Stock - - - (687) - - - (687)
Decrease in unearned ESOP shares - (12) - - - 93 - 81
Decrease in unearned RRP stock - - - - - - 61 61
---------------------------------------------------------------------------------------------
Balance at September 30, 2000 $27 $25,649 $15,670 $(9,111) $ 117 $(2,231) $ (870) $29,251
============================================================================================
Balance at June 30, 1999 $27 $25,688 $14,128 $(3,485) $ 394 $(2,700) $ - $34,052
--------
Comprehensive income:
Net income - - 487 - - - - 487
Change in net unrealized gain
on securities available for
sale, net of tax effects - - - - (234) - - (234)
--------
Total comprehensive income - - - - - - - 253
--------
Dividend paid ($0.06 per share) - - (134) - - - - (134)
Purchase of RRP stock - - - - - - (1,295) (1,295)
Decrease in unearned RRP stock - - - - - - 170 170
Decrease in unearned ESOP shares - (14) - - - 92 - 78
---------------------------------------------------------------------------------------------
Balance at September 30, 1999 $27 $25,674 $14,481 $(3,485) $ 160 $(2,608) $(1,125) $33,124
============================================================================================
</TABLE>
See accompanying notes to unaudited consolidated financial statements
Mystic Financial, Inc. and Subsidiary
Part I - Financial Information
Item 1 - Financial Statements
Consolidated Statements of Cash Flows
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------------
September 30, 2000 September 30, 1999
------------------ ------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 496 $ 487
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 50 40
Net accretion of securities (48) (10)
Gain on sales of securities available for sale (57) (31)
Amortization of unearned ESOP shares 81 78
Amortization of unearned RRP stock 61 170
Depreciation expense 105 95
Net change in mortgage loans held for sale 258 (63)
Decrease in accrued interest receivable (152) 42
(Increase) decrease in other assets 31 (241)
Increase (decrease) in accrued expenses and other liabilities 29 132
------------------------------
Net cash provided by operating activities 854 699
------------------------------
Cash flows from investing activities:
Maturities of securities held to maturity - 1,500
Proceeds from sales of securities available for sale 4,312 2,264
Principal paydowns on mortgage-backed securities 260 41
Purchase of securities available for sale (7,077) (1,964)
Purchase of Federal Home Loan Bank Stock - (219)
Loans originated, net of payments received (12,028) (10,429)
Purchases of banking premises and equipment (5) (23)
------------------------------
Net cash used by investing activities (14,538) (8,830)
------------------------------
Cash flows from financing activities:
Net increase (decrease) in deposits (4,383) 3,455
Proceeds from borrowings 9,900 9,002
Repayment of borrowings (3,008) (2,009)
Net increase in mortgagors' escrow accounts 85 104
Proceeds from exercise of stock options 60 -
Dividends paid (121) (134)
Purchase of treasury stock (687) -
Purchase of RRP stock - (1,295)
------------------------------
Net cash provided by financing activities 1,846 9,123
------------------------------
Net change in cash and cash equivalents (11,838) 992
Cash and cash equivalents at beginning of period 31,331 18,721
------------------------------
Cash and cash equivalents at end of period $ 19,493 $ 19,713
==============================
Supplemental cash flow information:
Interest paid $ 2,317 $ 1,599
Income taxes paid 256 295
</TABLE>
Mystic Financial, Inc. and Subsidiary
Part I - Financial Information
Item 1 - Financial Statements
Notes to Unaudited Consolidated Financial Statements
September 30, 2000
1) Basis of Presentation and Consolidation
The unaudited consolidated interim financial statements of Mystic
Financial, Inc. and subsidiary ("Mystic" or the "Company") presented herein
should be read in conjunction with the consolidated financial statements
for the year ended June 30, 2000, included in the Annual Report on Form 10-
K of Mystic Financial, Inc., the holding company for Medford Co-operative
Bank (the "Bank").
The unaudited consolidated interim financial statements herein have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
In the opinion of management, the consolidated financial statements reflect
all adjustments (consisting solely of normal recurring accruals) necessary
for a fair presentation of such information. Interim results are not
necessarily indicative of results to be expected for the entire year.
2) Commitments and Contingencies
At September 30, 2000, the Bank had outstanding commitments to originate
loans amounting to approximately $7.9 million, and unadvanced funds on
construction loans and lines of credit amounting to approximately $7.1 and
$12.8 million, respectively.
3) Earnings Per Share
Basic earnings per share represents income available to common stock
divided by the weighted-average number of common shares outstanding during
the period. In calculating earnings per share, the number of shares of
common stock outstanding is reduced by the number of shares held by the
Company's Employee Stock Ownership Plan (the "ESOP") and the Company's 1999
Recognition and Retention Plan (the "RRP") that have not been allocated or
are not committed for release to participants' individual accounts. Diluted
earnings per share reflects additional common shares that would have been
outstanding if dilutive potential common shares had been issued, as well as
any adjustment to income that would result from the assumed conversion.
Potential common shares that may be issued by the Company relate solely to
outstanding stock options and unearned RRP shares and are determined using
the treasury stock method.
4) Book Value Per Share
Book value per share was $16.81 as of September 30, 2000 and $15.21 as of
September 30, 1999. In calculating book value per share, the number of
shares of common stock outstanding is reduced by the number of shares held
by the ESOP that have not been allocated or are not committed to be
released to participants' individual accounts, unearned RRP shares and
treasury stock. There were 1,740,349 and 2,178,296 shares of common stock
outstanding as of September 30, 2000 and September 30, 1999, respectively,
for purposes of calculating the Company's book value per share.
5) 1999 Recognition and Retention Plan
On March 24, 1999, the Company's stockholders approved the Company's
adoption of the RRP, which allows the Company to grant restricted stock
awards ("Awards") to certain officers, employees and outside directors. As
of September 30, 1999, the Company's RRP Trust had completed the purchase
of the authorized 102,942 shares in the open market at a cost of $1.3
million. Shares vest at a rate of 20% per year. The first vesting occurred
December 31, 1999. At September 30, 2000, Awards were granted with respect
to 96,342 shares. The aggregate purchase price of all shares acquired by
the RRP will be reflected as a reduction of stockholders' equity and
amortized to compensation expense as the Company's employees and directors
become vested in their stock awards.
6) Stock Repurchases
On August 2, 2000, the Company completed a repurchase program acquiring
104,794 shares of its common stock at a cost of approximately $1.2 million.
On August 30, 2000, the Company announced another repurchase program to
acquire 99,555 shares of its common stock or 5% of its 1,991,104
outstanding shares of common stock. This repurchase program has been
partially completed as 47,500 shares of common stock have been repurchased
at a cost of approximately $643,000.
7) Securities
The following table sets forth the Company's securities at the dates
indicated.
<TABLE>
<CAPTION>
September 30, 2000 June 30, 2000
-------------------- --------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------- ----- --------- -----
(In Thousands)
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Government & Federal
Agency Obligations $15,768 $15,456 $18,821 $18,337
Mortgage-backed securities 8,453 8,513 8,709 8,668
Other bonds & obligations 8,067 7,903 2,547 2,393
Marketable equity securities 2,859 3,424 2,459 3,054
-------------------------------------------
Total $35,147 $35,296 $32,536 $32,452
===========================================
</TABLE>
8) Loans
The following table presents selected data relating to the composition of
the Company's loan portfolio by type of loan on the dates indicated.
<TABLE>
<CAPTION>
September 30, 2000 June 30, 2000
------------------- -------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Residential mortgage loans $134,304 66.8% $127,862 67.6%
Commercial real estate loans 45,064 22.4% 41,294 21.8%
Commercial loans 11,484 5.7% 10,881 5.8%
Consumer loans 1,614 0.8% 1,526 0.8%
Home equity loans 3,414 1.7% 3,470 1.8%
Construction loans 15,845 7.9% 12,762 6.7%
----------------------------------------
Total loans 211,725 105.3% 197,795 104.5%
Less:
Deferred loan origination fees (22) (0.0%) (12) (0.0%)
Unadvanced principal 8,987 4.5% 7,076 3.7%
Allowance for loan losses 1,582 0.8% 1,531 0.8%
----------------------------------------
Loans, net $201,178 100.0% $189,200 100.0%
========================================
</TABLE>
9) Allowance for Loan Losses
The following table analyzes activity in the Company's allowance for loan
losses for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
------------------ ------------------
(Dollars in Thousands)
<S> <C> <C>
Average loans, net $196,535 $159,003
==============================
Period-end net loans $201,178 $165,078
==============================
Allowance for loan losses at beginning of period $ 1,531 $ 1,348
Provision for loan losses 50 40
Plus recoveries 1 1
Loans charged-off 0 (6)
------------------------------
Allowance for loan losses at end of period $ 1,582 $ 1,383
==============================
Non-performing loans $ 2 $ 122
==============================
Ratios:
Allowance for loan losses to period-end net loans 0.79% 0.84%
Net charge-offs to average loans, net 0.00% 0.01%
</TABLE>
10) Deposits and Borrowed Funds
The following tables set forth the various types of deposit accounts at the
Company and the balances in these accounts as well as the borrowings of the
Company at the dates indicated.
<TABLE>
<CAPTION>
September 30, 2000 June 30, 2000
------------------- -------------------
Amount Percent Amount Percent
------ ------- ------ -------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Deposits:
Savings deposits $ 42,317 22.3% $ 42,413 21.9%
NOW accounts 34,817 18.4% 33,927 17.5%
Money market deposits 7,866 4.1% 8,370 4.3%
Demand deposits 14,596 7.7% 16,346 8.4%
Certificates of deposit 90,156 47.5% 93,079 47.9%
----------------------------------------
Total deposits $189,752 100.0% $194,135 100.0%
========================================
Borrowed funds:
Advances from Federal Home Loan Bank of Boston:
Maturities less than one year $ 9,000 19.7% $ 3,000 7.7%
Maturities greater than one year 36,642 80.3% 35,750 92.3%
----------------------------------------
Total borrowed funds $ 45,642 100.0% $ 38,750 100.0%
========================================
</TABLE>
Mystic Financial, Inc. and Subsidiary
Part I - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
September 30, 2000
The following discussion compares the financial condition of Mystic
Financial, Inc. ("Mystic" or the "Company") and its wholly owned
subsidiary, Medford Co-operative Bank (the "Bank"), at September 30, 2000
to June 30, 2000, and the results of operations for the three months ended
September 30, 2000, compared to the same period in 1999. This discussion
and analysis should be read in conjunction with the consolidated financial
statements and related notes thereto included within this report.
Forward-looking Statements
The Company and the Bank may from time to time make written or oral
"forward-looking statements." These forward-looking statements may be
contained in this quarterly filing with the Securities and Exchange
Commission (the "SEC"), the Annual Report to Shareholders, other filings
with the SEC, and in other communications by the Company and the Bank,
which are made in good faith pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. The words "may,"
"could," "should," "would," "believe," "anticipate," "estimate," "expect,"
"intend," "plan" and similar expressions are intended to identify forward-
looking statements.
Forward-looking statements include statements with respect to the
Company's beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, that are subject to significant risks and
uncertainties. The following factors, many of which are subject to change
based on various other factors beyond the Company's control, and other
factors discussed in this Form 10-Q, as well as other factors identified in
the Company's filings with the SEC and those presented elsewhere by
management from time to time, could cause its financial performance to
differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward-looking statements:
* the strength of the United States economy in general and the
strength of the local economies in which the Company and the Bank
conduct operations;
* the effects of, and changes in, trade, monetary and fiscal
policies and laws, including interest rate policies of the Federal
Reserve Board;
* inflation, interest rate, market and monetary fluctuations;
* the timely development of and acceptance of new products and
services and the perceived overall value of these products and
services by users, including the features, pricing and quality
compared to competitors' products and services;
* the willingness of users to substitute competitors' products and
services for the Company's and the Bank's products and services;
* the Company's and the Bank's success in gaining regulatory
approval of their products and services, when required;
* the impact of changes in financial services' laws and regulations
(including laws concerning taxes, banking, securities and
insurance);
* the impact of technological changes;
* acquisitions;
* changes in consumer spending and saving habits; and
* the Company's and the Bank's success at managing the risks
involved in their business.
This list of important factors is not exclusive. The Company or the
Bank does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Company or the Bank.
General
The Bank completed its conversion from a mutual to a stock
institution and was simultaneously acquired by the Company on January 8,
1998. The Company's principal business activity consists of the ownership
of the Bank. The Company also invests in short-term investment grade
marketable securities and other liquid investments.
The Bank is a Massachusetts chartered stock co-operative bank founded
in 1886 with three full-service offices and one educational branch office
in Medford, Massachusetts and other full-service offices in Lexington and
Arlington, Massachusetts. The business of the Bank consists of attracting
deposits from the general public and using these funds to originate various
types of loans primarily in eastern Middlesex County, Massachusetts,
including mortgage loans secured by one- to four-family residences,
commercial loans secured by general business assets and commercial real
estate loans secured by commercial property, and to invest in U.S.
Government and Federal Agency and other securities. To a lesser extent, the
Bank engages in various forums of consumer and home equity lending.
The Bank has one active subsidiary, Mystic Securities Corporation,
which was established for the sole purpose of acquiring and holding
investment securities. All securities held by Mystic Securities Corporation
are investments which are permissible for banks to hold under Massachusetts
law.
The Company's profitability depends primarily on its net interest
income, which is the difference between the interest income it earns on its
loans and investment portfolio and its cost of funds, which consists mainly
of interest paid on deposits and on borrowings from the Federal Home Loan
Bank of Boston. Net interest income is affected by the relative amounts of
interest-earning assets and interest-bearing liabilities and the interest
rates earned or paid on these balances. When interest-earning assets
approximate or exceed interest-bearing liabilities, any positive interest
rate spread will generate net interest income.
The level of other income and operating expenses also affects the
Company's profitability. Other income consists primarily of service fees,
loan servicing and other loan fees, and gains on sales of investment
securities available for sale. Operating expenses consist of salaries and
benefits, occupancy related expenses, and other general operating expenses.
Average Balances, Interest and Average Yields
The following tables set forth certain information relating to the
Company's average balance sheet and reflect the interest earned on assets
and interest cost of liabilities for the periods indicated and the average
yields earned and rates paid for the periods indicated. Such yields and
costs are derived by dividing income or expense by the average monthly
balances of assets and liabilities, respectively, for the periods
presented. Average balances are derived from daily balances. Loans on
nonaccrual status are included in the average balances of loans shown in
the tables. The investment securities in the following tables are presented
at amortized cost.
MYSTIC FINANCIAL, INC. AND SUBSIDIARY
AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
Three Months Ending September 30, 2000 Three Months Ending September 30, 1999
-------------------------------------- --------------------------------------
Average Interest Yield/ Average Interest Yield/
Balance Income/Expense Rate Balance Income/Expense Rate
------- -------------- ------ ------- -------------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
INTEREST-EARNING ASSETS:
Total loans, net $196,535 $3,984 8.11% $159,003 $3,123 7.86%
Securities 36,943 596 6.45% 32,653 475 5.82%
Other earning assets 8,898 142 6.38% 9,692 126 5.20%
----------------------- -----------------------
Total interest-earning assets 242,376 4,722 7.79% 201,348 3,724 7.40%
------ ------
Cash and due from banks 5,187 4,292
Other assets 6,831 6,353
-------- --------
Total assets $254,394 $211,993
======== ========
INTEREST-BEARING LIABILITIES:
Regular and other deposits $ 42,230 234 2.22% $ 41,449 237 2.29%
NOW accounts 27,969 120 1.72% 24,037 89 1.48%
Money market deposits 7,850 46 2.34% 6,531 37 2.27%
Certificates of deposit 90,631 1,309 5.78% 74,380 929 5.00%
----------------------- -----------------------
Total interest-bearing deposits 168,680 1,709 4.05% 146,397 1,292 3.53%
FHLB borrowings 40,158 639 6.36% 21,158 311 5.88%
----------------------- -----------------------
Total interest-bearing liabilities 208,838 2,348 4.50% 167,555 1,603 3.83%
------ ------
Demand deposit accounts 14,686 9,730
Other liabilities 1,611 1,194
-------- --------
Total liabilities 225,135 178,479
Stockholders' equity 29,259 33,514
-------- --------
Total liabilities and stockholders' equity $254,394 $211,993
======== ========
Net interest income $2,374 $2,121
====== ======
Interest rate spread 3.29% 3.57%
Net interest margin 3.92% 4.21%
Interest earning assets/interest-bearing
liabilities 1.16x 1.20x
</TABLE>
Rate/Volume Analysis
The following table sets forth certain information regarding changes
in interest income and interest expense of the Company for the periods
indicated. For each category of interest-earning asset and interest-bearing
liability, information is provided on changes attributable to: (i) changes
in volume (changes in volume multiplied by old rate); and (ii) changes in
rates (change in rate multiplied by old volume). Changes in rate-volume
(changes in rate multiplied by the changes in volume) are allocated between
changes in rate and changes in volume.
<TABLE>
<CAPTION>
Three Months Ended September 30,
2000 vs 1999
Increase (decrease)
--------------------------------
Due To
------------------
Rate Volume Total
---- ------ -----
(In thousands)
<S> <C> <C> <C>
Interest and dividend income:
Loans, net $102 $759 $861
Investments 55 66 121
Other earning assets 27 (11) 16
----------------------------
Total 184 814 998
----------------------------
Interest expense:
Deposits 205 212 417
Borrowed funds 28 300 328
----------------------------
Total 233 512 745
----------------------------
Change in net interest income $(49) $302 $253
============================
</TABLE>
Financial Condition and Results of Operations
Comparison of Financial Condition at September 30, 2000 and June 30, 2000
The Company's total assets amounted to $266.6 million at September
30, 2000 compared to $263.9 million at June 30, 2000, an increase of $2.7
million or 1.0%. The increase in total assets is principally due to
continued loan growth.
Cash and cash equivalents decreased to $19.5 million at September 30,
2000 from $31.3 million at June 30, 2000, a decrease of $11.8 million or
37.8%. Cash and cash equivalents decreased to fund the Company's increase
in net loans. Securities increased to $35.3 million at September 30, 2000
from $32.5 million at June 30, 2000, an increase of $2.8 million or 8.8%.
Net loans increased by $12.0 million or 6.3% to $201.2 million or
75.5% of total assets at September 30, 2000 as compared to $189.2 million
or 71.7% of total assets at June 30, 2000 as the Company continued its
emphasis on originating and retaining residential mortgage loans and
commercial and commercial real estate loans.
Total borrowings increased by $6.9 million to $45.6 million at
September 30, 2000 from $38.8 million at June 30, 2000. The Company's
continued use of borrowed funds reflects additional funding needed to
support its growth in net loans. In addition, the Company has secured
longer-term borrowed funds with original maturities ranging up to 15 years
in order to improve its interest rate risk and fund longer term assets
including fixed-rate residential mortgage loans held for portfolio and
mortgage-backed securities held for investment.
Stockholders' equity increased by $62,000 to $29.3 million at
September 30, 2000 from $29.2 million at June 30, 2000 as a result of the
repurchase of 52,594 shares of common stock held in treasury at a cost of
$687,000 and dividends paid of $121,000, offset by an increase in the net
unrealized gain on securities available for sale of $172,000, net income of
$496,000, a reduction in unearned RRP stock of $61,000, a reduction in
unearned ESOP shares of $81,000, and proceeds from the exercise of stock
options of $60,000.
Comparison of the Operating Results for the Three Months Ended
September 30, 2000 and 1999
Net Income. Net income was $496,000 for the three months ended
September 30, 2000, compared to $487,000 for the three months ended
September 30, 1999. Return on average assets was .78% for the three months
ended September 30, 2000, compared to .92% for the three months ended
September 30, 1999. Return on average equity was 6.78% for the three months
ended September 30, 2000, compared to 5.81% for the three months ended
September 30, 1999.
The increase in income before income taxes for the three months ended
September 30, 2000 compared to the three months ended September 30, 1999
was attributable to an increase in net interest income of $253,000 and an
increase in other income of $75,000, which were partially offset by an
increase of $10,000 in provision for loans losses and an increase in
operating expenses of $312,000.
Interest and Dividend Income. Total interest and dividend income
increased by $998,000 or 26.8% to $4.7 million for the three months ended
September 30, 2000 from $3.7 million for the three months ended September
30, 1999. The increase in interest income was a result of a higher level of
loans and securities resulting from general asset growth and an increase in
the average yield on interest-earning assets caused by generally rising
interest rates. The average balance of net loans for the three months ended
September 30, 2000 was $196.5 million compared to $159.0 million for the
three months ended September 30, 1999. The average yield on net loans was
8.11% for the three months ended September 30, 2000 compared to 7.86% for
the three months ended September 30, 1999.
The average balance of securities for the three months ended
September 30, 2000 was $36.9 million compared to $32.7 million for the
three months ended September 30, 1999. The average yield on securities was
6.45% for the three months ended September 30, 2000 compared to 5.82% for
the three months ended September 30, 1999. The average balance of other
earning assets for the three months ended September 30, 2000 was $8.9
million compared to $9.7 million for the three months ended September 30,
1999. The average yield on other earning assets was 6.38% for the three
months ended September 30, 2000 compared to 5.20% for the three months
ended September 30, 1999.
Interest Expense. Total interest expense increased by $745,000 or
46.5% to $2.3 million for the three months ended September 30, 2000 from
$1.6 million for the three months ended September 30, 1999. The increase in
interest expense resulted from an increase in the overall deposit balances
as well as an increase in FHLB borrowings. Average interest-bearing
deposits increased by $22.3 million or 15.2% to $168.7 million for the
three months ended September 30, 2000. Average borrowings increased by
$19.0 million to $40.2 million for the three months ended September 30,
2000 from $21.2 million for the three months ended September 30, 1999. The
average rate on interest-bearing deposits increased 52 basis points to
4.05% for the three months ended September 30, 2000 from 3.53% for the
three months ended September 30, 1999, while the average rate on borrowed
funds increased 48 basis points to 6.36% from 5.88% during the same period.
Net Interest Income. Net interest income for the three months ended
September 30, 2000 was $2.4 million as compared to $2.1 million for the
three months ended September 30, 1999. The $253,000 or 11.9% increase can
be attributed to a combination of the $998,000 increase in interest and
dividend income, partially offset by the $745,000 increase in interest
expense on deposits and borrowed funds. The average yield on interest
earning assets increased 39 basis points to 7.79% for the three months
ended September 30, 2000 from 7.40% for the three months ended September
30, 1999, while the average cost on interest-bearing liabilities increased
by 67 basis points to 4.50% for the three months ended September 30, 2000
from 3.83% for the three months ended September 30, 1999. As a result, the
interest rate spread decreased to 3.29% for the three months ended
September 30, 2000 from 3.57% for the three months ended September 30,
1999.
Provision for Loan Losses. The provision for loan losses for the
three months ended September 30, 2000 was $50,000, compared to $40,000 for
the three months ended September 30, 1999. This increase reflects the
growth in net loans and continued emphasis on small business lending. At
September 30, 2000, the balance of the allowance for loan losses was $1.6
million or .79% of net loans. At September 30, 1999, the balance of the
allowance for loan losses was $1.4 million or .84% of net loans.
Other Income. Other income was $291,000 for the three months ended
September 30, 2000 compared to $216,000 for the three months ended
September 30, 1999. The $75,000 or 34.7% increase was primarily the result
of an increase in service fees on loans and deposit accounts of $56,000 and
an increase in the gain from sales of securities of $26,000.
Operating Expenses. Operating expenses increased by $312,000 or 20.9%
to $1.8 million for the three months ended September 30, 2000 from $1.5
million for the three months ended September 30, 1999. Salaries and
employee benefits increased by $162,000 primarily due to staff hired for
the opening of a new branch office in Arlington, Massachusetts, in May
2000, and normal salary increases. Occupancy and equipment expenses
increased by $62,000, primarily due to the opening of the Arlington branch.
An increase in other general and administrative expenses of $75,000 was
caused by higher professional fees, liability insurance costs, and
additional operating costs from operating as a publicly held stock
institution.
Asset/Liability Management
A principal operating objective of the Company is to produce stable
earnings by achieving a favorable interest rate spread that can be
sustained during fluctuations in prevailing interest rates. Since the
Company's principal interest-earning assets have longer terms to maturity
than its primary source of funds, i.e. deposit liabilities, increases in
general interest rates will generally result in an increase in the
Company's cost of funds before the yield on its asset portfolio adjusts
upward. Banking institutions have generally sought to reduce their exposure
to adverse changes in interest rates by attempting to achieve a closer
match between the periods in which their interest-bearing liabilities and
interest-earning assets can be expected to reprice through the origination
of adjustable-rate mortgages and loans with shorter terms and the purchase
of other shorter term interest-earning assets.
The term "interest rate sensitivity" refers to those assets and
liabilities, which mature and reprice periodically in response to
fluctuations in market rates and yields. Thrift institutions have
historically operated in a mismatched position with interest-sensitive
liabilities exceeding interest-sensitive assets in the short-term time
periods. As noted above, one of the principal goals of the Bank's
asset/liability program is to more closely match the interest rate
sensitivity characteristics of the asset and liability portfolios.
In order to properly manage interest rate risk, the Board of
Directors has established an Asset/Liability Management Committee ("ALCO")
made up of members of management to monitor the difference between the
Company's maturing and repricing assets and liabilities and to develop and
implement strategies to decrease the "negative gap" between the two. The
primary responsibilities of the committee are to assess the Company's
asset/liability mix, recommend strategies to the Board that will enhance
income while managing the Company's vulnerability to changes in interest
rates and report to the Board the results of the strategies used.
Since the early 1980s, the Bank has stressed the origination of
adjustable-rate residential mortgage loans and adjustable-rate home equity
loans. Historically, the Bank has attempted to sell fixed-rate loans with
terms in excess of 15 years. However, following the conversion, the Bank
has retained a greater portion of its fixed rate loans. A substantial
portion of the fixed-rate loans retained in portfolio has been funded with
borrowings from the Federal Home Loan Bank of Boston (the "FHLB"). Since
1995, the Bank has also emphasized commercial loans with short-term
maturities or repricing intervals as well as commercial real estate
mortgages with short-term repricing intervals. In addition, the Company has
used borrowings from the FHLB to fund the maturity or repricing interval of
certain commercial real estate mortgages.
Liquidity and Capital Resources
The Company's primary sources of funds consist of deposits,
borrowings, repayment and prepayment of loans, sales and participations of
loans, maturities of securities and interest-bearing deposits, and funds
provided from operations. While scheduled repayments of loans and
maturities of securities are predictable sources of funds, deposit flows
and loan prepayments are greatly influenced by the general level of
interest rates, economic conditions, and competition. The Company uses its
liquidity resources primarily to fund existing and future loan commitments,
to fund net deposit outflows, to invest in other interest-earning assets,
to maintain liquidity, and to meet operating expenses.
The Company is required to maintain adequate levels of liquid assets.
This requirement, which may be varied depending upon economic conditions
and deposit flows, is based upon a percentage of deposits and short-term
borrowings. The Company has historically maintained a level of liquid
assets in excess of regulatory requirements. The Company's liquidity ratio
at September 30, 2000 was 55.7%, using the short-term assets to short-term
liabilities formula defined under the Federal Deposit Insurance
Corporation's Uniform Bank Performance Reports.
A major portion of the Company's liquidity consists of cash and cash
equivalents, short-term U.S. Government and Federal Agency Obligations, and
corporate bonds. The level of these assets is dependent upon the Company's
operating, investing, lending and financing activities during any given
period.
Liquidity management is both a daily and long-term function of
management. If the Company requires funds beyond its ability to generate
them internally, the Company believes it could borrow additional funds from
the FHLB. At September 30, 2000, the Company had borrowings of $45.6
million from the FHLB.
At September 30, 2000, the Company had $7.9 million in outstanding
commitments to originate loans. The Company anticipates that it will have
sufficient funds available to meet its current loan origination
commitments. Certificates of deposit which are scheduled to mature in one
year or less totaled $70.8 million at September 30, 2000. Based upon
historical experience, management believes that a significant portion of
such deposits will remain with the Bank.
At September 30, 2000, the Company and the Bank exceeded all of their
regulatory capital requirements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In management's opinion, there has been no material change in market
risk since disclosed in Item 7A of the Company's Annual Report on Form 10-K
for the year ended June 30, 2000.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders (the "Meeting")
on October 18, 2000. All of the proposals submitted to the stockholders
were approved. The proposals submitted to stockholders and the tabulation
of votes for each proposal is as follows:
1. For the election of each of the nominees for director:
Nominee: For Withheld
-------- --- --------
John J. McGlynn 1,624,822 45,544
Robert H. Surabian 1,624,878 45,589
There were no broker held non-voted shares represented at the Meeting
with respect to this matter.
2. For the ratification of the appointment of Wolf & Company, P.C. to
act as independent auditors for the Company for the fiscal year
ending June 30, 2001.
For: 1,657,481
Against 6,102
Abstained 6,784
There were no broker held non-voted shares represented at the Meeting
with respect to this matter.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Severance Pay Plan of Medford Co-operative Bank
10.2 Mystic Financial, Inc. Retirement Plan for Non-employee
Directors
10.3 Form of Employment Agreement between Medford Co-operative
Bank and Robert S. Kaminer
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MYSTIC FINANCIAL, INC.
(Registrant)
Date: November 8, 2000 By: /s/ Robert H. Surabian
------------------ -------------------------------------
Robert H. Surabian
President and Chief Executive Officer
Date: November 8, 2000 By: /s/ Ralph W. Dunham
------------------ -------------------------------------
Ralph W. Dunham
Executive Vice President, Chief
Financial Officer and Treasurer
