NORTH COUNTY BANCORP
10-Q, 1998-05-11
STATE COMMERCIAL BANKS
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<PAGE>

                                      
                  U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                 FORM 10-Q

        (Mark One)

            X   QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
           ---  SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 1998
                                               --------------
                TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
           ---  SECURITIES EXCHANGE ACT OF 1934

                For the transition period from           to 
                                               ---------    -------------
                Commission file number                0-10627
                                        ---------------------------------



                              NORTH COUNTY BANCORP
- --------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)
                                       
                                       
            California                                        95-3669135
- --------------------------------------------------------------------------------
  (State or other jurisdiction of                            (IRS Employer
  incorporation or organization)                           Identification No.)
                                       
        444 S. Escondido Blvd., P.O.Box 462990, Escondido, California 92025
- --------------------------------------------------------------------------------
             (Address of principal executive offices)              (Zip Code)
                                       
        Registrant's telephone number, including area code      (760) 743-2200
                                                            --------------------
                                                                             
- --------------------------------------------------------------------------------
               (Former name, former address and former fiscal year, 
                          if changed since last report)
                                       


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Sections 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 May 7, 1998 the Registrant had 4,637,290  shares of no par value common 
stock issued and outstanding.


<PAGE>

                              NORTH COUNTY BANCORP


                                                                        Page
                                                                        ----
Part I  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
  <S>                                                                     <C>
  Item 1.  FINANCIAL STATEMENTS

           Consolidated Balance Sheet -
               March 31, 1998 and December 31, 1997                       2

           Consolidated Statement of Income -
               Three Months Ended March 31, 1998 and 1997                 3

           Consolidated Statement of Cash Flows -
               Three months Ended March 31, 1998 and 1997                 4

           Notes to Consolidated Financial Statements                     5


  Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS                  6


Part II  OTHER INFORMATION


  Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                               11
</TABLE>


                                       1

<PAGE>
                                      
                            NORTH COUNTY BANCORP

                       PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

                          CONSOLIDATED BALANCE SHEET
                               (In thousands)
<TABLE>
<CAPTION>
                                                         March 31,    December 31,
                                                           1998           1997
                                                       -----------    ------------
                                                       (Unaudited)
       ASSETS
       <S>                                               <C>           <C>
       Cash and cash equivalents:
         Cash and due from banks                         $  24,414     $  24,262
         Federal funds sold                                  5,800         4,000
                                                         ---------     ---------
                                                            30,214        28,262

       Investment securities:
         Available for sale                                 18,584        17,544
         Held to maturity                                   11,036        12,135
       Loans, net                                          218,900       207,723
       Other real estate owned                               1,126           986
       Premises and equipment, net                           8,808         8,582
       Accrued interest receivable and other assets          5,404         5,502
                                                         ---------     ---------
                                                         $ 294,072      $280,734
                                                         ---------     ---------
                                                         ---------     ---------

       LIABILITIES AND STOCKHOLDERS' EQUITY

       Deposits:
         Non-interest bearing                            $  88,385     $  89,852
         Interest bearing                                  175,402       161,703
                                                         ---------     ---------
                                                           263,787       251,555

       Accrued expenses and other liabilities                2,654         2,377
       Federal funds purchased and
         U.S. Treasury demand note                           1,000         1,194
       Capital lease obligation                                412           415
                                                         ---------     ---------
           Total liabilities                               267,853       255,541
                                                         ---------     ---------

       Stockholders' equity:
         Common stock, no par value,
           Authorized, 10,000,000 shares;
           Outstanding shares 4,637,290
             in 1998 and 1997                               16,058        16,058
       Retained earnings                                    10,137         9,137
       Unrealized gain (loss) on available for
         sale securities, net of tax                            24            (2)
                                                         ---------     ---------

            Total stockholders' equity                      26,219        25,193
                                                         ---------     ---------
                                                          $294,072      $280,734
                                                         ---------     ---------
                                                         ---------     ---------
</TABLE>


            See accompanying notes to consolidated financial statements.


                                       2

<PAGE>
                                      
                            NORTH COUNTY BANCORP
                      CONSOLIDATED STATEMENT OF INCOME
               (Unaudited, in thousands except per share data)

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                                      ----------------------------
                                                          1998          1997
                                                        -------       -------
<S>                                                     <C>           <C>
Interest income:
   Interest and fees on loans                            $5,358        $4,470
   Investment securities                                    440           444
   Federal funds sold                                       105            58
                                                        -------       -------

       Total interest income                              5,903         4,972
                                                        -------       -------

Interest expense:
  Deposits                                                1,403         1,243
  Federal funds purchased and
    U.S. Treasury demand note                                 8            32
  Notes payable, capital lease obligation and
    convertible subordinated debentures                      15            83
                                                        -------       -------
       Total interest expense                             1,426         1,358
                                                        -------       -------

         Net interest income                              4,477         3,614

Provision for loan and lease losses                         590           335
                                                        -------       -------
Net interest income after provision
  for loan and lease losses                               3,887         3,279
                                                        -------       -------

Other income                                              1,987         1,445

Other expense                                             4,212         3,682
                                                        -------       -------

Income before income taxes                                1,662         1,042
Provision for income taxes                                  662           392
                                                        -------       -------

Net income                                               $1,000        $  650
                                                        -------       -------
                                                        -------       -------

Basic earnings per share                                 $ 0.22        $ 0.16
                                                        -------       -------
                                                        -------       -------
Diluted earnings per share                               $ 0.21        $ 0.14
                                                        -------       -------
                                                        -------       -------

Comprehensive income:
  Net income                                             $1,000        $  650
  Unrealized gains and losses, net of tax                    24            (2)
                                                        -------       -------
                                                         $1,024        $  648
                                                        -------       -------
                                                        -------       -------
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       3

<PAGE>
                                      
                             NORTH COUNTY BANCORP

                    CONSOLIDATED STATEMENT OF CASH FLOWS
                           (Unaudited, in thousands)

<TABLE>
<CAPTION>

                                                                   Three Months Ended March 31,
                                                                   ----------------------------
                                                                         1998          1997
                                                                      --------        ------
<S>                                                                   <C>             <C>
Cash flows from operating activities:
  Net income                                                          $  1,000        $  650
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization of:
        Office property and equipment                                      264           330
        Deferred loan fees and costs, net                                 (202)          (52)
        Investment premiums and discounts, net                              45            26
        Other                                                                9            45
      (Gain) on sale of other real estate owned                            (77)         (132)
      Provision for loan and lease losses                                  590           335
      (Increase) decrease in interest receivable                          (130)          202
      Increase in taxes payable                                            569            58
      Decrease in accrued expenses                                        (346)         (368)
      Increase in interest payable                                          96           161
      Other, net                                                           202           194
                                                                     ---------     ---------
         Net cash provided by operating activities                       2,020         1,449
                                                                     ---------     ---------

Cash flows from investing activities:
  Proceeds from sales and maturities of investment securities            3,331         2,180
  Purchase of investment securities                                     (3,317)          ---
  Net increase in loans                                                (11,705)       (6,099)
  Purchase of premises and equipment                                      (489)         (120)
  Proceeds from sale of other real estate owned                             77           137
                                                                     ---------     ---------
         Net cash used in investing activities                         (12,103)       (3,902)
                                                                     ---------     ---------

Cash flows from financing activities:
  Cash payments on notes payable and capital lease obligations              (3)           (3)
  Net increase in deposits                                              12,232        19,563
  Net (decrease) increase in short term borrowings                        (194)        1,564
  Net decrease in long term borrowings                                     ---           (33)
                                                                     ---------     ---------
         Net cash provided by financing activities                      12,035        21,091
                                                                     ---------     ---------

Net increase in cash and cash equivalents                                1,952        18,638
Cash and cash equivalents at beginning of year                          28,262        28,136
                                                                     ---------     ---------
Cash and cash equivalents at end of period                           $  30,214     $  46,774
                                                                     ---------     ---------
                                                                     ---------     ---------

Disclosures:
  Total interest paid                                                $   1,330     $   1,197
                                                                     ---------     ---------
                                                                     ---------     ---------
  Total taxes paid                                                   $     ---     $     385
                                                                     ---------     ---------
                                                                     ---------     ---------
  Foreclosed real estate loans                                       $     140     $     581
                                                                     ---------     ---------
                                                                     ---------     ---------
</TABLE>


            See accompanying notes to consolidated financial statements.


                                       4

<PAGE>
                                      
                            NORTH COUNTY BANCORP

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying financial information has been prepared in accordance with 
the Securities and Exchange Commission rules and regulations for quarterly 
reporting and therefore does not necessarily include all information and 
footnote disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles.  This information 
should be read in conjunction with the Company's Annual Report for the year 
ended December 31, 1997.

Operating results for interim periods are not necessarily indicative of 
operating results for an entire fiscal year.  In the opinion of management, 
the unaudited financial information for the three months ended March 31, 1998 
and 1997, reflect all adjustments, consisting only of normal recurring 
accruals and provisions, necessary for a fair presentation thereof.


NOTE 2 - EARNINGS PER SHARE

Earnings per share are based upon the weighted average number of common stock 
and common stock equivalent shares outstanding adjusted retroactively for 
stock dividends.  The weighted average number of shares outstanding for basic 
earnings per share was 4,637,290 and 4,208,679 for the three months ended 
March 31, 1998 and 1997, respectively.  The calculation of diluted earnings 
per share for the three months ended March 31, 1998 and 1997, assumes the 
issuance of 175,067 and 464,025 shares of common stock, respectively, upon 
the conversion of the stock options and convertible subordinated debentures.  
The weighted average number of shares outstanding for diluted earnings per 
share was 4,812,357 and 4,672,704 for the three months ended March 31, 1998 
and 1997, respectively.


                                       5

<PAGE>

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

North County Bancorp (the "Company") has one wholly owned subsidiary, North 
County Bank (the "Bank").  North County Bank's operations are the only 
significant operations of the Company.  The accompanying financial 
information should be read in conjunction with the Company's Annual Report on 
Form 10-K for the year ended December 31, 1997.

Statements contained in this Report on Form 10Q that are not purely 
historical are forward-looking statements within the meaning of Section 27A 
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act 
of 1934, including statements regarding the Company's expectations, 
intentions, beliefs or strategies regarding the future.  All forward-looking 
statements included in this document are based on information available to 
the Company on the date thereof, and the Company assumes no obligation to 
update any such forward-looking statements.  It is important to note that the 
Company's actual results could differ materially from those in such 
forward-looking statements.  Factors that could cause actual results to 
differ materially from those in such forward-looking statements are included 
in the discussions below.

                                       
                             FINANCIAL CONDITION

Total assets of the Company increased $13.4 million or 4.8% to $294.1 million 
at March 31, 1998, from $280.7 million at December 31, 1997.  This growth was 
centered in gross loans which increased $11.2 million or 5.3% to $222.2 
million from $211.0 million at the end of 1997.  Within the loan 
portfolio,commercial real estate loans increased $3.1 million to $46.0 
million, other commercial loans increased $5.9 million to $117.6 million and 
construction loans increased $4.5 million to $14.8 million at quarter end.  
These increases were partially offset by a decrease in consumer loans of $2.0 
million to $39.0 million.  Title I loans, a component of consumer loans, 
decreased $1.4 million from the end of 1997 to $9.0 million at March 31, 
1998.  The Company continues to experience poor demand for consumer financing 
primarily due to increased competition from non-bank lenders as well as other 
financial institutions in its market area. There was little change in the 
loan portfolio mix of which commerical real estate and other commercial loans 
comprised 20% and 53%, respectively, at the end of both periods. Consumer 
loans declined slightly to 18% from 19% of gross loans and construction loans 
increased to 7% from 5% at year end.  Federal funds sold increased $2.0 
million to $5.8 million at the end of the first quarter.  Other real estate 
owned increased $140,000 to $1.1 million during the first three months of 
1998 from $1.0 million due to the addition of two properties which were 
subsequently sold in April and May of this year.  During the first quarter, 
the Company was able to sell one additional property which had a carrying 
value of $0.

Total deposits at March 31, 1998 increased $12.2 million or 4.9% from 
December 31, 1997.  The deposit growth consisted of  interest bearing 
accounts which increased $13.7 million or 8.5% partially offset by 
noninterest-bearing demand deposits which decreased slightly $1.5 million or 
1.6%. In the interest-bearing deposit categories, NOW accounts increased $6.4 
million to $43.0 million,  savings and money market accounts increased $1.7 
million to $80.0 million, and time deposits increased $5.6 million to $52.4 
million.  Total stockholders' equity at March 31, 1998 was $26.2 million 
compared to $25.2 million at December 31, 1997, an increase of $1.0 million 
or 4.1% due to first quarter earnings.  The Company's Tier I risk based 
capital, total risk based capital and Tier I leverage capital ratios were 
10.75%, 12.00% and 9.12%, respectively, at March 31, 1998, compared to 
10.88%, 12.14% and 8.76%, respectively, at December 31, 1997.  The Bank's 
Tier I risk based capital, total risk based capital and Tier I leverage 
capital ratios were 10.72%, 11.97% and 9.10%, respectively, at March 31, 
1998, compared to 10.85%, 12.10% and 8.73%, respectively, at December 31, 
1997.


                                       6

<PAGE>

                             RESULTS OF OPERATIONS

SUMMARY

Net income for the three months ended March 31, 1998 increased $350,000 or 
53.8% to $1.0 million from $650,000 for the same 1997 period.  This increase 
is attributable to a number of factors, the largest of which was an increase 
in net interest income of $863,000 or 23.9% to $4.5 million for the first 
quarter of 1998 from $3.6 million for the same quarter last year.  The 
provision for loan and lease losses increased $255,000 or 76.1% to $590,000 
from $335,000 primarily due to loan growth.  Other income increased $542,000 
and was offset by an increase of $530,000 in other expense.  The provision 
for income taxes increased $270,000 to $662,000 for the first three months of 
1998 from $392,000 for the same prior year period due to an increase in 
pre-tax earnings of $620,000 and a slightltly higher effective tax rate.   
Return on average assets and average stockholders' equity increased during 
the first  quarter of 1998 to 1.41% and 15.46%, respectively, from 1.01% and 
12.62%, respectively for the same 1997 period.  Basic and diluted earnings 
per share for the first three months of 1998 increased to $0.22 and $0.21, 
respectively, from $0.16 and $0.14, respectively, for the same 1997 period.  
The 1997 earnings per share calculations have been restated to reflect a 5% 
stock dividend paid on January 30, 1998.  (See RESULTS OF OPERATIONS -- 
PROVISION FOR LOAN AND LEASE LOSSES, RESULTS OF OPERATION -- NET INTEREST 
INCOME, and RESULTS OF OPERATIONS -- OTHER INCOME AND EXPENSE.)

NET INTEREST INCOME

Net interest income for the three months ended March 31, 1998 compared to 
1997 increased $863,000 or 23.9% primarily due to growth of 14.0% or $30.6 
million in average interest earning assets. Interest income on earning assets 
increased $931,000 or 18.7% to $5.9 million.  The growth in interest income 
was primarily due to an increase of $888,000 in interest and fees on loans. 
Average loans increased $30.2 million to $212.4 million in the first quarter 
of 1998 from $182.2 million for the same 1997 period.  The average tax 
equivalent yield on loans in the same time periods increased to 10.24% 
compared to 9.97%.  The tax equivalent yield on earning assets was 9.60% for 
the first quarter of 1998 compared to 9.23% for the same quarter last year.  
The net tax equivalent interest margin (net interest income as a percentage 
of average interest-earning assets) was 7.29% and 6.72% for the three months 
ended March 31, 1998 and 1997, respectively.

Interest expense increased $68,000 or 5.0% for the first three months of 1998 
compared to the same period in 1997.  The increase in interest expense 
consisted of an increase of $160,000 in interest paid on deposits, partially 
offset by a decrease of $92,000 in interest expense on other borrowings, 
primarily long term borrowings.  The average rate paid on interest-bearing 
deposits increased during this time period to 3.40% at March 31, 1998 
compared to 3.34% for the same 1997 period.  The average rate paid on money 
market and savings deposits increased to 3.38% from 3.27%.  During the same 
period the average rate paid on NOW and  time deposits decreased slightly to 
1.34% and 5.03%, respectively, from 1.43% and 5.06%, respectively.  At March 
31, 1997, the Company had $1.5 million outstanding in 9 1/4% convertible 
subordinated debentures (the "Debentures") and $1.6 million outstanding under 
two term notes.  The Company, at its option, redeemed the Debentures for 
common stock in October of 1997.  The term notes were paid in full in May of 
that same year.  Consequently, average long term borrowings for the first 
quarter of 1998 decreased to $413,000 from $3.5 million for the same prior 
year period.  The average rates paid on total interest-bearing liabilities 
were 3.43% and 3.51% for the first three months of 1998 and 1997, 
respectively.

OTHER INCOME AND OTHER EXPENSE

Other income and expense increased $542,000 and $530,000, respectively, for 
the three months ended March 31, 1998.  The increase in other income is 
primarily due to an increase of $534,000 or 392.7% in gains on loan sales due 
to an increase of $250,000 in gains on the sale of SBA loans and $284,000 in 
gains on the sale of Title I and equity loans.  The Company sold 


                                      7

<PAGE>

$1.9 million in SBA loans in the first quarter of 1998 and sold none during 
the same quarter last year.  Title I and equity loans sold totaled $10.8 
million and $5.8 million during the first three months of 1998 and 1997, 
respectively.  Other expense consists primarily of salaries and employee 
benefits which increased $325,000 to $2.5 million, occupancy expense which 
decreased $60,000 to $791,000, advertising and other public relations which 
increased $64,000 to $166,000,  telephone expense which increased $29,000 to 
$114,000, and supplies which increased $14,000 to $88,000.

PROVISION FOR LOAN AND LEASE LOSSES

The provision for loan and lease losses for the three months ended March 31, 
1998 was $590,000 compared to $335,000 for the comparable 1997 period.  The 
amount of the provision reflects management's judgement as to the adequacy of 
the reserve for loan and lease losses and is generally determined by the 
periodic review of the loan portfolio, the Bank's loan loss experience, and 
current and expected economic conditions.  The increase in the provision for 
loan and lease losses reflects a provision of $340,000 during the first 
quarter of 1998 compared to $150,000 in the first quarter of 1997 to 
supplement the Company's Title I HUD reserve due to potential losses in the 
Title I portfolio.  Net charge offs increased to $530,000 for the first three 
months of 1998 from $160,000 for the same prior year period. The annualized 
ratio of net charge offs to total loans was 0.95%, 0.47%  and 0.34% at March 
31, 1998, December 31, 1997, and March 31, 1997, respectively. The loan and 
lease loss reserve was 1.50%, 1.55% and 1.78% of total gross loans at March 
31, 1998, December 31, 1997 and March 31, 1997, respectively.

Loans are charged against the reserve, when in management's opinion, they are 
deemed uncollectible, although the Bank continues to aggressively pursue 
collection.  Although management believes that the reserve for loan and lease 
losses is adequate to absorb losses as they arise, there can be no assurance 
that the Company will not sustain losses in any given period which could be 
substantial in relation to the size of the reserve.

NONPERFORMING ASSETS

The following table provides information with respect to the components of 
the Company's nonperforming assets at March 31, 1998 and December 31, 1997 
(in thousands):

<TABLE>
<CAPTION>
                                                       March 31,    December 31,
                                                         1998           1997
                                                       ---------    ------------
<S>                                                     <C>           <C>
Nonaccrual loans:
  Commercial                                            $2,620        $2,163
  Installment and consumer                                 552           858
                                                        ------        ------
   Total nonperforming loans                             3,172         3,021
                                                        ------        ------

Other real estate owned                                  1,126           986
                                                        ------        ------

  Total nonperforming assets                            $4,298        $4,007
                                                        ------        ------
                                                        ------        ------

Nonperforming assets to total
  gross loans plus other real
  estate owned                                           1.92%         1.89%
                                                        ------        ------
                                                        ------        ------
</TABLE>

The Company considers a loan to be nonperforming when any one of the 
following events occurs: (a) any installment of principal or interest is 90 
days past due; (b) the full timely collection of interest or principal 
becomes uncertain; (c) the loan is classified as "doubtful" by bank 
examiners; or (d) a portion of its principal balance has been charged-off.  
The Company's 


                                       8

<PAGE>

policy is to classify loans which are 90 days past due as nonaccrual loans 
unless Management determines that the loan is adequately collateralized and 
in the process of collection or other circumstances exist which would justify 
the treatment of the loan as fully collectible.

Impaired loans were recorded at $2.0 million and $464,000 for commercial 
loans and real estate mortgage loans, respectively, at March 31, 1998.   The 
recorded investments are stated net of reserves for loan losses of $149,000 
and $11,000, respectively.  Impaired loans at December 31, 1997 were recorded 
at $1.5 million and $468,000 for commercial loans and real estate mortgage 
loans, respectively, net of reserves for loan losses of $130,000 and $21,000, 
respectively.


                     LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

The liquidity of a banking institution reflects its ability to provide funds 
to meet customer credit needs, to accommodate possible outflows in deposits, 
to provide funds for day-to-day operations, and to take advantage of interest 
rate market opportunities.  Asset liquidity is provided by cash, certificates 
of deposit with other financial institutions, Federal funds sold, investment 
maturities and sales and loan maturities, repayments and sales.  Liquid 
assets (consisting of cash, Federal funds sold and investment securities) 
comprised 20.4% and 20.6% of the Company's total assets at March 31, 1998 and 
December 31, 1997, respectively.  Liquidity management also includes the 
management of unfunded commitments to make loans and undisbursed amounts 
under lines of credit. At March 31, 1998, these commitments totaled $39.6 
million in commercial loans, $1.5 million in letters of credit, $17.0 million 
in real estate construction loans, and $10.6 million in consumer and 
installment loans.

In addition to loan and investment sales and deposit growth, the Bank has 
several secondary sources of liquidity. Many of the Bank's real estate 
construction loans are originated pursuant to underwriting standards which 
make them readily marketable to other financial institutions or investors in 
the secondary market. In addition, in order to meet liquidity needs on a 
temporary basis, the Bank has unsecured lines of credit in the amount of $8.0 
million for the purchase of Federal funds with other financial institutions 
and may borrow funds at a correspondent financial institution, the Federal 
Home Loan Bank and the Federal Reserve discount window, subject to the Bank's 
ability to supply collateral.

Asset/Liability Management involves minimizing the impact of interest rate 
changes on the Company's earnings through the management of the amount, 
composition and repricing periods of rate sensitive assets and rate sensitive 
liabilities. Emphasis is placed on maintaining a rate sensitivity position 
within the Company's policy guidelines to avoid wide swings in spreads and to 
minimize risk due to changes in interest rates.  At March 31, 1998 
approximately 57% of the Company's interest earning assets have interest 
rates which are tied to the Bank's base lending rate or mature in one year or 
less.  In order to match the rate sensitivity of its assets,  the Company's 
policy is to offer a large number of variable rate deposit products and limit 
the level of large dollar time deposits with maturities of one year or 
longer. In addition to managing its asset/liability position, the Company has 
taken steps to mitigate the impact of changing interest rates by generating 
non-interest income through service charges, offering products which are not 
interest rate sensitive, such as escrow services and insurance products, and 
through the servicing of mortgage loans.


                                       9

<PAGE>

                              CAPITAL RESOURCES

Stockholders' equity increased 4.1% to $26.2 million at March 31, 1998 from 
$25.2 million at December 31, 1997.  Net income of $1.0 million and an 
increase in net unrealized gains on available for sale securities of $26,000 
contributed to the increase in equity.

The following table provides information with respect to the Company's and 
the Bank's regulatory capital ratios and regulatory minimum requirements:

<TABLE>
<CAPTION>
                                       March 31,       December 31,    Regulatory Minimum
                                         1998            1997              Ratios
                                       --------        -----------     ------------------
<S>                                     <C>             <C>            <C>
NORTH COUNTY BANCORP
 Risk-based capital
   Tier 1                               10.75%           10.88%             4.00%
   Total                                12.00%           12.14%             8.00%
 Tier 1 leverage capital                 9.12%            8.76%         4.00% - 5.00%


NORTH COUNTY BANK
  Risk-based capital
    Tier 1                              10.72%           10.85%             4.00%
    Total                               11.97%           12.10%             8.00%
 Tier 1 leverage capital                 9.10%            8.73%         4.00% - 5.00%
</TABLE>

Management anticipates capital expenditures of approximately $1.5 million 
primarily for upgrades to computer and data communications equipment, 
computer software and improvements to current facilities during 1998. 


                                       10

<PAGE>

                           PART II - OTHER INFORMATION

All items of Part II other than Item 6 below are either inapplicable or would 
be responded to in the negative.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  None

         (b)  No reports on Form 8-K have been filed during the period, and no 
              events have occurred which would require one to be filed.


                                       11

<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.

NORTH COUNTY BANCORP
(Registrant)




/s/ MICHAEL J. GILLIGAN                                  Date: May 8, 1998
- -----------------------------                                  -----------
Michael J. Gilligan
Vice President & Chief Financial Officer


                                       12


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED INCOME STATEMENT OF INCOME FOUND ON
PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR MARCH 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                          24,414
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 5,800
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     18,584
<INVESTMENTS-CARRYING>                          11,036
<INVESTMENTS-MARKET>                            11,091
<LOANS>                                        222,728
<ALLOWANCE>                                      3,328
<TOTAL-ASSETS>                                 294,072
<DEPOSITS>                                     263,787
<SHORT-TERM>                                     1,000
<LIABILITIES-OTHER>                              2,654
<LONG-TERM>                                        412
                                0
                                          0
<COMMON>                                        16,058
<OTHER-SE>                                      10,161
<TOTAL-LIABILITIES-AND-EQUITY>                 294,072
<INTEREST-LOAN>                                  5,358
<INTEREST-INVEST>                                  440
<INTEREST-OTHER>                                   105
<INTEREST-TOTAL>                                 5,903
<INTEREST-DEPOSIT>                               1,403
<INTEREST-EXPENSE>                               1,426
<INTEREST-INCOME-NET>                            4,477
<LOAN-LOSSES>                                      590
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  4,212
<INCOME-PRETAX>                                  1,662
<INCOME-PRE-EXTRAORDINARY>                       1,000
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,000
<EPS-PRIMARY>                                     0.22
<EPS-DILUTED>                                     0.21
<YIELD-ACTUAL>                                    7.29
<LOANS-NON>                                      3,172
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                 5,028
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,268
<CHARGE-OFFS>                                      559
<RECOVERIES>                                        29
<ALLOWANCE-CLOSE>                                3,328
<ALLOWANCE-DOMESTIC>                             3,328
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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