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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 0-16143
FIRST ESSEX BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2943217
(State or other jurisdiction of (I.R.S. Employer incorporation or
incorporation or organization) organization Identification No.)
71 MAIN STREET, ANDOVER, MA 01810
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 681-7500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(TITLE OF CLASS)
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the closing sale price on The Nasdaq
Stock Market on February 29, 2000 was $100,341,079.
As of February 29, 2000, 7,593,400 shares of the registrant's common stock, $.10
par value, were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
Selected information from the Registrant's Proxy Statement for the annual
meeting to be held May 4, 2000, to be filed with the Securities and Exchange
Commission within 120 days after December 31, 1999, is incorporated by reference
into Part III of this report
CAUTIONARY STATEMENT FOR PURPOSES OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
First Essex Bancorp, Inc. ("First Essex" or the "Company") desires to take
advantage of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. This Report contains certain "forward-looking statements"
including statements concerning plans, objectives, future events or performance,
assumptions, and other statements which are other than statements of historical
fact. The Company wishes to caution readers that the following important
factors, among others, may have affected, and could in the future affect, the
Company's actual results and could cause the Company's actual results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, the Company herein: (i) the
effect of changes in laws and regulations, including federal and state banking
laws and regulations, with which the Company and the Bank must comply, the cost
of compliance either currently or in the future as applicable; (ii) the effect
of changes in accounting policies and practices, as may be adopted by the
regulatory agencies as well as by the Financial Accounting Standards Board, or
of changes in the Company's organization, compensation and benefit plans; (iii)
the effect on the Company's competitive position within in its market area,
increasing consolidation within the banking industry, and increasing competition
from larger regional and out-of-state banking organizations as well as nonbank
providers of various financial services; (iv) the effect of unforeseen changes
in interest rates; and (v) the effect of changes in the business cycle and
downturns in the New England and national economy.
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TABLE OF CONTENTS
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PART I
Item 1. Business 1
Item 2. Properties 9
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market for the Registrant's Equity and Related Stockholder Matters 12
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28
Item 8. Financial Statements and Supplementary Data 33
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure 70
PART III
Item 10. Directors and Executive Officers of the Registrant 70
Item 11. Executive Compensation 70
Item 12. Security Ownership of Certain Beneficial Owners and Management 70
Item 13. Certain Relationships and Related Transactions 70
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 70
Signatures 73
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PART I
ITEM 1. BUSINESS
GENERAL
FIRST ESSEX BANCORP, INC.
The Company is a Delaware corporation whose primary activity is to act as the
parent holding company for First Essex Bank, FSB (the "Bank"). Until December 1,
1993, the business of First Essex Bancorp, Inc. was conducted through two
banking subsidiaries, First Essex Savings Bank, a Massachusetts-chartered
savings bank and First Essex Savings Bank of New Hampshire, a New
Hampshire-chartered guaranty savings bank. The New Hampshire bank was owned
through a second tier holding company, First Essex Bancorp of New Hampshire,
Inc., which was merged into First Essex Bancorp, Inc. on December 1, 1993.
On December 30, 1996, Finest Financial Corp. ("Finest"), the parent holding
company of Pelham Bank and Trust Company ("Pelham"), a New Hampshire chartered
bank, was merged into the Company in a transaction that was accounted for as a
purchase. Pelham was simultaneously merged into the Bank. The purchase price was
composed of 1,353,998 shares of common stock issued at a price of $11.50 per
share and a total cash outlay of $16.3 million. Included in the total
acquisition cost was approximately $1.4 million of capitalized costs incurred in
connection with the acquisition. This transaction was accounted for as a
purchase and, accordingly, the consolidated statement of operations includes the
results of Finest's operations since the acquisition.
FIRST ESSEX BANK, FSB
The Bank was originally founded under a Massachusetts legislative charter issued
in 1847. On December 1, 1993, First Essex Savings Bank converted to a federal
savings bank with a charter issued by the Office of Thrift Supervision (the
"OTS") under the name of First Essex Bank, FSB. On the same day First Essex
Savings Bank of New Hampshire was merged into First Essex Bank, FSB. As stated
above, the Bank merged with Pelham on December 30, 1996.
Pursuant to a Purchase and Assumption Agreement, the Bank purchased certain
assets and assumed certain deposit liabilities of another financial institution
in June 1998. Because this branch acquisition was an acquisition of assets and
not the acquisition of a business, separate entity or a subsidiary, no
historical financial statements or pro-forma financial statements are required,
and because the deposit liabilities assumed exceed the assets acquired, there
was a cash payment made to the Bank as a result of this transaction.
At December 31, 1999, the Bank had total assets of $1.4 billion. The Bank is
principally engaged in the business of attracting deposits from the general
public and investing in residential mortgage, construction, commercial real
estate, commercial and consumer loans. The Bank also makes investments in
various investment securities to provide a source of interest and dividend
income. The Bank currently maintains 19 full-service banking offices at various
locations throughout its market area. Deposits at First Essex Bank, FSB are
insured up to the applicable limits by the Federal Deposit Insurance Corporation
(the "FDIC") and Massachusetts deposits in excess of FDIC limits are fully
insured by the additional coverage provided contractually by the Depositors
Insurance Fund of Massachusetts.
MARKET AREA
First Essex's market area is centered approximately 25 miles north of Boston at
the intersection of two major highways: Interstate Route 93, the major
north-south roadway connecting Boston with the northern Boston suburban
communities and New Hampshire, and Interstate Route 495. The Bank's principal
executive offices are located in Andover, Massachusetts, and its main banking
office and two of its branches are located in Lawrence, Massachusetts. Other
branches are in the surrounding communities of Andover, North Andover,
Haverhill, Lowell and Methuen, Massachusetts and Concord, Hillsboro,
Londonderry, Manchester, Pelham, Salem and Windham, New Hampshire.
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CURRENT MARKET CONDITIONS
The New England region, including those portions of northeastern Massachusetts
and southern New Hampshire that constitute First Essex's market area, continues
to experience growth.
Loan demand to finance new and existing home sales has remained strong for the
last four years. Commercial loans to small and mid-size businesses in the area
continue to benefit from a growing economy characterized by expansion with
little price inflation, although the competition among lenders for these loans
remains intense. Automobile sales continued to show strength in 1999 and First
Essex participated in that growth through an indirect automobile lending program
that was begun early in 1994. The general improvement in consumer confidence and
the consumer's willingness to take on additional debt was reflected in the
growth in direct lending to consumers.
REGULATION
GENERAL
The Office of Thrift Supervision ("OTS") is the primary regulator of the Company
and the Bank. The Bank's deposits are insured up to applicable limits by the
Bank Insurance Fund ("BIF") of the FDIC. The Company and the Bank must file
reports with the OTS concerning activities and financial condition, in addition
to obtaining regulatory approvals prior to entering into certain transactions
such as mergers with or acquisitions of other financial institutions. Periodic
examinations are conducted by the OTS to test the Company's and the Bank's
compliance with various regulatory requirements. The Bank is also a member of
the Federal Home Loan Bank ("FHLB") system, which provides a central credit
facility primarily for member institutions. The Company, as a thrift holding
company, is also required to file certain reports with, and otherwise comply
with the rules and regulations of the OTS and the Securities and Exchange
Commission ("SEC") under the federal securities laws.
BUSINESS ACTIVITIES
The activities of federal savings institutions are governed by the Home Owners'
Loan Act, as amended (the "HOLA") and, in certain respects, the Federal Deposit
Insurance Act (the "FDI Act"). The HOLA and the FDI Act were amended by the
Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA").
FDICIA, among other things, requires that federal banking regulators intervene
promptly when a depository institution experiences financial difficulties,
mandates the establishment of a risk-based deposit insurance assessment system
and requires the imposition of numerous additional safety and soundness
operational standards and restrictions. FDICIA contains provisions affecting
numerous aspects of the operations of federal savings institutions and empowers
the OTS and the FDIC, among other agencies, to promulgate regulations
implementing its provision.
QUALIFIED THRIFT LENDER TEST
The HOLA requires saving institutions to meet a qualified thrift lender ("QTL")
test. Under the QTL test, as modified by FDICIA, a savings association is
required to maintain at least 65% of its "portfolio assets" (total assets less
(i) specified liquid assets up to 20% of total assets, (ii) intangibles,
including goodwill, and (iii) the value of property used to conduct the
association's business) in certain "qualified thrift investments" (primarily
residential mortgages and related investments, including certain mortgage-backed
securities) on a monthly basis in 9 out of every 12 months.
LIMITATION ON CAPITAL DISTRIBUTIONS
OTS regulations impose limitations upon all capital distributions, other than
stock dividends, by savings institutions. The rule establishes three tiers of
institutions, which are based primarily on an institution's capital level. An
institution that meets or exceeds all fully phased-in capital requirements
before and after a proposed capital distribution ("Tier I Bank") and has not
been advised by the OTS that it is in need of more than normal supervision,
could, after prior notice but without the approval of the OTS, make capital
distributions during a calendar year equal to the greater of: (i) 100% of its
net income to date during the calendar year plus the amount that would reduce by
one-half its "surplus capital ratio" (the percentage by which its capital to
assets ratio exceeds the ratio of its fully phased-in capital requirements to
its assets) at the beginning of the calendar year; or (ii) 75% of its net income
for the previous four quarters. Any additional capital distributions would
require prior regulatory approval. In the event the Bank's capital fell below
its fully phased in requirement or the OTS notified the Bank that it was in need
of more than normal supervision, the Bank's ability to make capital
distributions would be restricted. In addition, the OTS could prohibit any
proposed capital distribution by any institution if it determines that such
distribution would constitute an unsafe or unsound practice. Furthermore, under
the OTS prompt corrective action regulations, which took effect on December 19,
1992, the Bank generally would be
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prohibited from making any capital distribution if, after the distribution, the
Bank would have (i) a total risk-based capital ratio of less than 8%, (ii) a
Tier I risk-based capital ratio of less than 4% or (iii) a Tier I core capital
ratio of less than 3%. As of December 31, 1999, the Bank exceeded all capital
requirements.
BRANCHING
The Bank currently meets the tests provided in the HOLA and OTS regulations to
permit savings institutions to branch nationwide. Additionally, the OTS
authority preempts any state law purporting to regulate branching by savings
institutions.
CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on the
Company's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Bank's
assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. The Company's capital amounts and
classification are also subject to qualitative judgments by the regulators about
the components of capital, risk weightings of assets, and other factors.
Quantitative measures are established by regulation regarding minimum amounts
and ratios of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, as of December 31, 1999, that the
Company meets all capital adequacy requirements to which it is subject.
As of December 31, 1999, the most recent notification received from the OTS
categorized the Company as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized the Company must
maintain the total risk-based, Tier I risk-based and Tier I adjusted asset
ratios. There are no conditions or events since that notification that
management believes have changed the institution's category.
FDICIA required that the OTS revise risk-based capital standards, with
appropriate transition rules, to ensure that they take account of interest rate
risk, concentration of risk and the risks of nontraditional activities. Under
OTS regulation effective January 1, 1994, a savings institution with interest
rate risk exposure above a specified percentage must deduct a specified interest
rate risk component when calculating total capital for purposes of determining
whether it meets OTS risk-based capital requirements. As of December 31, 1999,
the OTS did not deem it necessary for an interest-rate risk component to be
deducted from capital in determining risk-based capital requirements.
The Company may not declare or pay cash dividends on its shares of common stock
if the effect thereof would cause stockholders' equity to be reduced below
applicable capital maintenance requirements or if such declaration and payment
would otherwise violate regulatory requirements.
The capital ratios discussed above, along with the Company's actual capital
amounts and ratios are presented in a table within Note 16 to the Consolidated
Financial Statements included in Item 8 - "Financial Statements and
Supplementary Data" of this report.
INSURANCE OF DEPOSIT ACCOUNTS
As required by FDICIA, in 1993, the FDIC established a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities, the likely amounts of any loss, and the revenue needs of the
insurance fund.
Insurance of deposits may be terminated by the FDIC after notice and hearing,
upon finding by the FDIC that the savings institution has engaged in unsafe or
unsound practices, is in an unsafe or unsound condition to continue operations,
or has violated any applicable law, rule, regulation, order or condition imposed
by, or written agreement with, the FDIC. Additionally, if insurance termination
proceedings are initiated against a savings institution, the FDIC temporarily
may suspend insurance on new deposits received by an institution under certain
circumstances. Management
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is not aware of any activity or condition, which could result in a termination
of its deposit insurance. Deposits in Massachusetts are insured in full by the
coverage provided by the Depositors Insurance Fund of Massachusetts.
FEDERAL RESERVE SYSTEM
The Federal Reserve Board regulations require financial institutions to maintain
noninterest earning reserves against their transaction accounts (primarily NOW
and regular checking accounts). Due to the required reserves needing to be
maintained in the form of either vault cash, a noninterest bearing account at a
Federal Reserve Bank or a pass-through account as defined by the Federal Reserve
Board, the effect of this reserve requirement is to reduce the Bank's
interest-earning assets.
HOLDING COMPANY REGULATION
The Company is a nondiversified unitary savings and loan holding company within
the meaning of the HOLA. As such, the Company has registered with the OTS and is
subject to OTS regulations, examinations, supervision and reporting
requirements. As a unitary savings and loan holding company, the Company
generally will not be restricted under existing laws as to the types of business
activities in which it may engage, provided that the Bank continues to be a QTL.
The HOLA requires the Company to obtain regulatory approvals prior to entering
into certain transactions such as mergers with or acquisitions of other
institutions or holding companies.
LENDING ACTIVITIES
GENERAL
At December 31, 1999, the loan portfolio, before deducting the allowance for
loan losses, totaled $812.3 million, which represented 59.0% of total assets and
an increase of $78.4 million over the prior year. See Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Allowance for Loan Losses."
Due to the Company's continued emphasis on higher yielding commercial and
consumer loans, every major category of loans evidenced growth during 1999 with
the exception of residential real estate. First Essex originates residential
first mortgage loans, commercial real estate loans, construction loans, consumer
loans and commercial loans. See Item 7 - "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Financial Condition."
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The following table sets forth information concerning First Essex's loan
portfolio, including mortgage loans held for sale, at the dates indicated. The
balances shown in the table are net of unadvanced funds and unearned discounts
and fees. Required disclosure regarding maturity distribution is shown on pages
30 and 31.
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<CAPTION>
Years Ended December 31,
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1999 1998 1997 1996 1995
------------------- ----------------- ------------------ ----------------- ------------------
(Dollars in Thousands)
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Real Estate:
Residential $144,021 17.7% $189,983 25.9% $274,865 38.2% $ 301,869 42.9% $ 235,204 47.0%
Commercial 111,272 13.7 88,774 12.1 83,077 11.6 102,718 14.6 53,504 10.7
Construction 51,353 6.3 43,220 5.9 31,851 4.4 24,855 3.5 14,210 2.8
---------- ------ ---------- ------- ---------- ------ ---------- ------ ---------- ------
Total real estate loans 306,646 37.7 321,977 43.9 389,793 54.2 429,442 61.0 302,918 60.5
---------- ------ ---------- ------- ---------- ------ ---------- ------ ---------- ------
Owner occupied
commercialreal estate 63,367 7.8 62,800 8.6 52,335 7.3 29,465 4.2 -- --
Commercial loans 98,701 12.1 89,690 12.2 67,018 9.3 63,695 9.0 66,737 13.4
Aircraft loans 107,007 13.2 59,657 8.1 41,220 5.8 33,802 4.8 14,478 2.9
Consumer loans:
Home Equity, Home
Improvement &
Second Mortgage 51,622 6.4 59,003 8.0 59,897 8.3 52,280 7.4 35,257 7.1
Automobile 180,075 22.2 134,613 18.4 103,551 14.4 92,175 13.1 76,590 15.3
Other 4,867 0.6 6,143 0.8 4,901 0.7 3,800 0.5 4,071 0.8
---------- ------ ---------- ------- ---------- ------ ---------- ------ ---------- ------
Total consumer loans 236,564 29.2 199,759 27.2 168,349 23.4 148,255 21.0 115,918 23.2
---------- ------ ---------- ------- ---------- ------ ---------- ------ ---------- ------
$812,285 100.0% $733,883 100.0% $718,715 100.0% $ 704,659 100.0% $ 500,051 100.0%
========== ====== ========== ======= ========== ====== ========== ====== ========== ======
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RESIDENTIAL MORTGAGE LOANS
The Bank originates residential first mortgage loans in its market area. At
December 31, 1999, the residential mortgage loan portfolio was $144.0 million,
representing 17.7% of the loan portfolio. The Bank's residential first mortgage
loan products consist of six-month, one-year, three-year, five-year and
seven-year adjustable-rate mortgages and fixed-rate mortgages, having terms of
15 to 30 years.
COMMERCIAL REAL ESTATE LOANS
The Bank also holds loans secured by commercial real estate, such as
manufacturing, retail, apartment and office buildings. At December 31, 1999, the
commercial real estate loan portfolio had an outstanding balance of $111.3
million, representing 13.7% of the Bank's loan portfolio.
Generally, commercial real estate loans in the portfolio have been made to
finance the acquisition or retention of income producing properties. The current
policy of the Company is to limit commercial real estate loans primarily to
properties in eastern Massachusetts and southern New Hampshire.
Commercial real estate loans generally reprice over periods ranging from six
months to five years based on a published prime rate or other index.
CONSTRUCTION LOANS
Construction loans are primarily made to developers and builders for the
construction of commercial and single-family properties. Construction loans have
generally been made with maturities of one year or less and a price based on the
published prime rate, subject to renewal or extension by the Bank. Additionally,
loans are made to qualified individuals for construction of single-family
owner-occupied homes that convert to permanent mortgages upon completion of
construction. At December 31, 1999, the Bank's construction loan portfolio had
an outstanding balance of $51.4 million, representing 6.3% of the loan
portfolio.
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OWNER-OCCUPIED COMMERCIAL REAL ESTATE LOANS
Owner-occupied commercial real estate loans are extensions of credit to
commercial borrowers for the construction or purchase of business space,
primarily for the borrower's own use, or loans to commercial borrowers for
operating purposes in which the Bank has taken real estate occupied by the
borrower as collateral. In these instances, the cash flow of the borrower's
business is the primary source of repayment. At December 31, 1999, this
portfolio had total outstandings of $63.4 million, representing 7.8% of the
Bank's loan portfolio.
COMMERCIAL LOANS
At December 31, 1999, the portfolio of commercial loans totaled $98.7 million,
representing 12.1% of the loan portfolio. The Bank offers secured and unsecured
demand loans, time loans, term loans, lines of credit and working capital loans,
which are short term or have adjustable rates. Commercial loans are originated
by the Bank's commercial lending officers who are supported by a credit,
processing and documentation staff.
AIRCRAFT LOANS
The Bank also has an expanding market in commercial and consumer aircraft
lending, which represented 13.2% of the loan portfolio, at December 31, 1999. At
that date, commercial aircraft loans totaled $105.9 million and consumer
aircraft loans totaled $1.1 million of the $107.0 million aircraft portfolio.
CONSUMER LOANS
The portfolio of consumer loans, representing 29.2% of the loan portfolio,
consists of automobile loans, fully or partially secured personal loans, boat
loans, second mortgage loans, home equity loans and unsecured personal loans,
which totaled $236.6 million at December 31, 1999. Automobile loans include
dealer indirect loans, as well as loans originated directly in retail branches.
The Bank offers a variable rate home equity line of credit called "First Line
Equity Credit". This product consists of a line of credit, secured by a second
mortgage on residential property, with a monthly adjustable interest rate at a
margin above a published prime rate.
RISKS ASSOCIATED WITH COMMERCIAL REAL ESTATE, COMMERCIAL, OWNER-OCCUPIED
COMMERCIAL REAL ESTATE AND CONSTRUCTION LOANS
Commercial real estate and commercial lending involve significant additional
risks compared with one-to-four family residential mortgage lending, and,
therefore, typically account for a disproportionate share of delinquent loans
and real estate owned through foreclosure. Such lending generally involves
larger loan balances to single borrowers or groups of related borrowers than
does residential lending, and repayment of the loan depends in part on the
underlying business and financial condition of the borrower and is more
susceptible to adverse future developments. If the cash flow from
income-producing property is reduced (for example, because leases are not
obtained or renewed), the borrower's ability to repay the loan may be materially
impaired. These risks can be significantly affected by considerations of supply
and demand in the market for office, manufacturing and retail space and by
general economic conditions. As a result, commercial real estate and commercial
loans are likely to be subject, to a greater extent than residential property
loans, to adverse conditions in the economy generally.
Construction loans are, in general, subject to the same risks as commercial real
estate loans, but involve additional risks as well. Such additional risks are
due to uncertainties inherent in estimating construction costs, delays arising
from labor problems, shortages of material, uncertain marketability of a
complete project and other unpredictable contingencies that make it relatively
difficult to determine accurately the total loan funds required to complete a
project or the value of the completed project. Construction loan funds are
advanced on the security of the project under construction, which is of
uncertain value prior to the completion of construction. When a construction
project encounters cost overruns, marketing or other problems, it may become
necessary, in order to sustain the project and to preserve collateral values,
for the lender to advance additional funds and to extend the maturity of its
loan. In a declining market, there is no assurance that this strategy will
successfully enable the lender to recover outstanding loan amounts and interest
due. Moreover, foreclosing on such properties results in administrative expense
and substantial delays in recovery of outstanding loan amounts and provides no
assurance that the lender will recover all monies due to it, either by
developing the property, subject to regulatory limitations and to the attendant
risks of development, or by selling the property to another developer.
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RESIDENTIAL LOAN SERVICING AND SALE OF LOANS
The Bank generally writes residential mortgage loans to meet the requirements
for sale in the secondary market. From time to time, the Bank sells residential
mortgage loans and residential loan servicing. Such loan sales represent a
potential source of liquidity to meet lending demand and deposit flows. See Item
7 - "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Asset/Liability Management."
At December 31, 1999, the Bank's residential loan servicing portfolio totaled
$26.0 million.
NONPERFORMING ASSETS
GENERAL
Nonperforming assets consist of nonaccruing loans (including impaired and
restructured loans) and foreclosed property. For further information regarding
the impairment of loans see "Provision for Loan Losses" included in Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".
NONACCRUING LOANS
It is the general practice of the Bank to discontinue accrual of interest on
loans for which payment of interest or principal is 90 days or more past due and
such other loans where collection of interest and principal is doubtful. All
previously accrued but uncollected interest is reversed against current period
interest income when a loan is placed on nonaccrual status. At December 31,
1999, the Bank's nonaccruing loans totaled $3.4 million, representing a decrease
of $2.1 million or 37.7% from $5.5 million at December 31, 1998. For further
information regarding the Bank's nonaccruing loans, see Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Financial Condition - Non-Performing Assets."
RESTRUCTURED LOANS
These are loans on which concessions have been made in light of the debtor's
financial difficulty with the objective of maximizing recovery. At December 31,
1999 and 1998, the Bank had restructured loans totaling $303,000 and $447,000
respectively. Restructured loans are nonperforming assets and are included in
the totals for nonaccrual loans described above. For further information
regarding restructured loans, see Item 7 - "Management's Discussion and Analysis
of Financial Condition and Results of Operations Nonperforming Assets."
FORECLOSED PROPERTY
Foreclosed property at December 31, 1999 totaled $447,000 compared to $575,000
at December 31, 1998.
Foreclosed property consists of real or tangible property that collateralized a
loan prior to foreclosure or repossession. These properties are carried at the
lower of cost or the estimated net realizable values. Any decreases in value
prior to sale are charged to operations.
For further information regarding the Bank's foreclosed property, see Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Financial Condition - Nonperforming Assets."
INVESTMENT ACTIVITIES
The Company maintains an investment portfolio to provide a source of interest
and dividend income and a potential source of liquidity to meet lending demand
and deposit flows. At December 31, 1999, the investment portfolio, consisting of
short-term investments, investment securities, mortgage-backed securities, stock
in the Federal Home Loan Bank of Boston and stock of the Savings Bank Life
Insurance Company of Massachusetts, totaled $455.2 million, or 33.1% of total
assets.
Interest and dividend income on the investment portfolio generated 30.4% of
total interest and dividend income for the year ended December 31, 1999. See
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Financial Condition - Investments" for further
information regarding the investment portfolio.
The Bank's investment strategy seeks to provide liquidity and realize current
income while preserving principal. The Bank will generally invest only in
government or corporate bonds or securities issued in the United States and will
only purchase bonds which are rated A or higher at the time of purchase.
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DEPOSITS
The Bank offers a range of deposit accounts including regular and passbook
savings, NOW, money market and demand deposit accounts. The Bank offers a number
of relationship products that allow customers to combine balances in checking
and savings accounts in order to avoid service and maintenance fees, and obtain
free banking services. These relationship products also include discounts on
installment loans and bonus rates on certificates of deposit. The Bank also
offers term deposit certificates ranging from 32 days to seven years. Interest
rates on these certificates vary according to the term selected. From time to
time, the Bank promotes various types of accounts with the intention of changing
the maturity schedule of its liabilities. See also Item 7. - "Management's
Discussion and Analysis of Financial Condition and Results of Operation -
Deposits."
The Bank offers its retail banking customers a wide range of deposit services
and the convenience of drive-up ATMs. The Bank is a member of the NYCE-TM-,
EXCHANGE-TM-, TX-TM- and CIRRUS-TM- networks. These networks allow the Bank's
depositors access to their accounts through ATMs at the Bank, other banks and
locations nationwide and worldwide.
COMPETITION
The Bank faces competition both in originating loans and in attracting deposits.
Competition in originating loans comes from a variety of sources, including, but
not limited to, other thrift institutions, commercial banks, mortgage companies,
insurance companies and consumer and commercial finance companies. The Bank
competes for loans principally on the basis of interest rates and loan fees, the
types and terms of loans originated and the quality of services provided to
borrowers. In attracting deposits, the primary competitors are other thrift
institutions, commercial banks, mutual funds and credit unions. The ability to
attract and retain deposits depends on the ability to provide investment
opportunities that satisfy the requirements of investors with respect to rate of
return, liquidity, risk, service, convenience and other factors.
The Bank competes for deposits on the basis of interest rates and by offering
convenient branch locations, extended business hours and an automated teller
network.
EMPLOYEES
At December 31, 1999, the Bank had 312 full time equivalent employees. None of
the employees of the Bank are represented by a collective bargaining group and
management considers its relations with its employees to be good.
8
<PAGE>
ITEM 2. PROPERTIES
The following table sets forth certain information relating to properties owned
or used in banking activities at December 31, 1999.
<TABLE>
<CAPTION>
OWNED LEASE RENEWAL TOTAL OFFICE SPACE
FIRST ESSEX BANK OR LEASED EXPIRATION DATE OPTION THROUGH IN SQUARE FEET
---------------- --------- --------------- -------------- ------------------
<S> <C> <C> <C> <C>
Corporate Headquarters (1):
71 Main Street Leased January 31, 2005 January 31, 2015 12,859
Andover, MA
Main Banking Office (2):
296 Essex Street Owned N/A N/A 32,000
Lawrence, MA
Operations Center:
900 Chelmsford Street Leased May 12, 2005 May 12, 2010 31,478
Lowell, MA
Mortage Origination Office:
216 Lafayette Road Leased October 31, 2000 October 31, 2001 661
North Hampton, NH
Consumer Lending Office:
211 North Main Street Leased May 31, 2001 N/A 1,260
Andover, MA May 31, 2003 May 30, 2008 800
Branch Offices:
460 South Union Street Leased February 28, 2009 February 28, 2029 3,500
Lawrence, MA
555 Broadway Owned N/A N/A 2,000
Lawrence, MA
750 Main Street Owned N/A N/A 3,100
Haverhill, MA
555 Chickering Road Leased March 31, 2002 March 31, 2012 4,549
North Andover, MA
211 North Main Street Leased April 30, 2002 April 30, 2007 4,710
Andover, MA
125 Merrimack Street Owned N/A N/A 3,000
Methuen, MA
</TABLE>
9
<PAGE>
ITEM 2. PROPERTIES
(CONTINUED)
<TABLE>
<CAPTION>
OWNED LEASE RENEWAL TOTAL OFFICE SPACE
FIRST ESSEX BANK OR LEASED EXPIRATION DATE OPTION THROUGH IN SQUARE FEET
---------------- --------- --------------- -------------- ------------------
<S> <C> <C> <C> <C>
Branch Offices (continued):
15 Burnham Road Leased June 30, 2005 June 30, 2015 3,700
Methuen, MA
539 South Broadway (3) Leased September 30, 2002 September 30, 2012 5,400
Salem, NH
1 Wall Street (4) Owned N/A N/A 7,400
Windham, NH
100 Bridge Street Leased June 30, 2003 June 30, 2008 6,899
Pelham, NH
24 Orchard View Drive Leased November 30, 2003 November 30, 2008 3,130
Londonderry, NH
900 Chelmsford Street Leased September 30, 2001 September 30, 2006 1,400
Lowell, MA
20 North Broadway Owned N/A N/A 3,800
Salem, NH
73 West Street Owned N/A N/A 5,600
Concord, NH
161 North State Street (5) Owned N/A N/A 22,560
Concord, NH
53 West Main Street Owned N/A N/A 4,276
Hillsborough, NH
1 Wall Street Leased June 30, 2001 June 30, 2011 21,787
Manchester, NH
</TABLE>
(1) This site also serves as a branch location.
(2) Includes two contiguous buildings at 284 Essex Street and 286-288 Essex
Street which were aquired in 1972 and 1980, respectively, as well as an
adjacent parking lot at 7 Lawrence Street which was acquired in 1981.
(3) Second floor of building is subleased for a two year term, commencing on
April 1, 1998 and terminating on March 31, 2000. There is an option to
renew for three additional 3 year terms.
(4) Second floor of building is leased for a two year term, commencing on March
1, 1999 and terminating on February 28, 2001. There is an option to renew
for two additional 1 year terms.
(5) 4,000 s/f is leased for a three year term, commencing on January 1, 2000
and terminating December 31, 2002. There is an option to renew for one
additional two year term.
Management believes that the Company's existing facilities are adequate for the
conduct of its business.
10
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings incident to its business,
none of which are believed by management to be material to the financial
condition or operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the shareholders during the fourth
quarter of 1999.
11
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY AND RELATED STOCKHOLDER MATTERS
First Essex Bancorp, Inc. common stock is traded over-the-counter on the Nasdaq
National Market System under the symbol FESX.
At December 31, 1999, there were 7,591,900 shares outstanding and approximately
1,200 shareholders of record. This does not reflect the number of persons or
entities who hold their stock in nominee or street name through various
brokerage firms.
The price information regarding the Company's common stock in the following
table is based on high and low closing sales prices.
<TABLE>
<CAPTION>
DIVIDEND DECLARED
PRICES PER SHARE PER SHARE
------------------------------------------------------------
HIGH LOW
<S> <C> <C> <C>
1999
First Quarter $18.250 $15.062 $ .16
Second Quarter 17.250 14.000 .16
Third Quarter 16.750 14.000 .16
Fourth Quarter 16.875 14.160 .18
1998
First Quarter $26.125 $20.000 $ .14
Second Quarter 25.250 21.250 .14
Third Quarter 23.984 15.000 .14
Fourth Quarter 18.875 13.750 .16
------------------------------------------------------------
</TABLE>
The only funds available to the Company for the payment of dividends are cash
and cash equivalents held at the holding company level, dividends from the Bank
and borrowings. In addition, bank regulatory authorities generally restrict the
amounts available for the payment of dividends by the Bank to the Company to the
net profit of the Bank for that year, see Item 1 - "Business - Regulation
Limitation on Capital Distributions". The Federal Reserve Act also restricts the
Bank in lending or advancing funds to the Company unless such loans are
collateralized by specific obligations, and limits collateralized loans to 10%
of the Bank's capital stock and surplus.
The Bank is prohibited from paying cash dividends, to the extent that any such
payment would reduce its capital below required regulatory capital levels or
would impair the liquidation account established in connection with its
conversion from mutual to stock form. See Item 1. "Business - Regulation -
Limitation on Capital Distributions" and Note 16 to the consolidated financial
statements included in response to Item 8 - "Financial Statements and
Supplementary Data" of this report for further discussion.
The payment of dividends by the Bank could carry significant adverse tax
consequences. To the extent that distributions by the Bank to the holding
company exceed the Bank's current and accumulated earnings and profits (as
computed for federal income tax purposes for taxable years beginning after
December 31, 1951), those distributions would be treated for tax purposes as
first being made out of the Bank's bad debt reserve. In that case, the Bank
would have federal taxable income equal to approximately one and one-half times
the amount of the actual shareholder distribution that is treated as made out of
the Bank's bad debt reserves.
12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- --------------- -------------- --------------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets $1,377,318 $ 1,248,014 $ 1,197,459 $ 1,067,175 $ 808,792
Loans receivable, net 800,946 722,622 708,145 694,121 493,499
Investment securities (1) 455,220 367,019 416,021 315,749 275,900
Foreclosed property 447 575 891 1,880 1,756
Deposits 1,002,761 934,695 744,322 690,953 491,469
Borrowed funds 268,962 201,499 343,557 274,958 245,569
Stockholders' equity 91,578 97,082 91,065 83,141 60,172
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------- --------------- -------------- --------------- --------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Interest and
dividend income $ 96,742 $ 93,460 $ 90,078 $ 63,545 $ 60,914
Interest expense 50,183 52,512 52,377 37,317 37,081
-------------- --------------- -------------- --------------- --------------
Net interest income 46,559 40,948 37,701 26,228 23,833
Provision for loan losses 2,400 1,440 2,040 1,415 770
Net gain (loss) on sales
of securities 54 1,344 439 497 (13)
Net gain on sales of mortgage loans
and mortgage servicing rights 1,208 1,338 1,628 1,352 1,431
Other income 4,833 4,183 3,021 2,416 2,290
Noninterest expenses 30,071 28,178 24,364 19,925 19,244
Income tax
expense (benefit) 7,491 7,130 6,672 40 75
-------------- --------------- -------------- --------------- --------------
Net income $ 12,692 $ 11,065 $ 9,713 $ 9,113 $ 7,452
============== =============== ============== =============== ==============
PER SHARE DATA:
Earnings per share - basic $1.67 $1.46 $1.30 $1.51 $1.24
Earnings per share - diluted 1.63 1.41 1.25 1.47 1.22
Dividends declared 0.66 0.58 0.50 0.48 0.40
Book value at
end of period 12.06 12.75 12.08 11.20 9.99
SELECTED FINANCIAL RATIOS:
Return on average assets 0.96% 0.90% 0.80% 1.08% 0.91%
Return on average equity 13.16 11.73 10.54 14.37 12.79
Average equity as a
percentage of average assets 7.29 7.63 7.32 7.54 7.09
Weighted average interest
rate spread 3.24 2.84 2.77 2.72 2.56
Net yield on average
earning assets 3.71 3.44 3.31 3.22 2.99
</TABLE>
(1) Investment securities include short term investments, U.S. government and
agency obligations, mortgage-backed securities, other bonds and
obligations, stock in the Federal Home Loan Bank of Boston and stock in the
Savings Bank Life Insurance Company.
13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
GENERAL
The results of operations of the Company consist primarily of the results of
operations of the Bank, which is the Company's sole subsidiary. Net income for
the year ended December 31, 1999 totaled $12.7 million (or $1.63 per diluted
share) compared to $11.1 million (or $1.41 per diluted share) for the same
period in 1998, an increase of 14.7% or $1.6 million. The improvement was
primarily due to the increase in the net yield on average earnings assets,
partially offset by higher provisions for loan losses, lower noninterest income
and increases in noninterest expenses.
14
<PAGE>
ANALYSIS OF AVERAGE YIELDS EARNED AND RATES PAID
The following table presents an analysis of average yields earned and rates paid
for the years indicated:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1999 1998 1997
------------------------------------ ------------------------------- ------------------------
INTEREST AVERAGE INTEREST AVERAGE INTEREST AVERAGE
AVERAGE EARNED/ YIELD/ AVERAGE EARNED/ YIELD/ AVERAGE EARNED/ YIELD/
BALANCE PAID RATE BALANCE PAID RATE BALANCE PAID RATE
-------- ------- ---- -------- ------- ---- -------- ------- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Earning assets:
Short-term investments $ 17,043 $ 807 4.74% $ 42,580 $ 2,318 5.45% $ 9,826 $ 585 5.95%
Investment securities 455,589 28,607 6.28 390,182 25,054 6.42 405,639 26,418 6.51
Other earning assets 17,436 1,051 6.03 17,336 1,043 6.02 7,333 517 7.05
Total loans (1) 764,400 66,277 8.67 739,091 65,045 8.80 715,772 62,558 8.74
---------- -------- ---------- ------- ---------- -------
Total earning assets 1,254,468 96,742 7.71 1,189,189 93,460 7.86 1,138,570 90,078 7.91
---------- -------- ---------- ------- ---------- -------
Allowance for loan losses (11,293) (11,037) (10,197)
---------- ---------- ----------
Total earning assets less allowance
for loan losses 1,243,175 1,178,152 1,128,373
Other assets 80,041 57,071 57,841
---------- ---------- ----------
Total Assets $1,323,216 $1,235,223 $1,186,214
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
NOW accounts $ 51,910 450 0.87 $ 44,048 518 1.18 $ 40,806 527 1.29
Money market accounts 94,593 2,990 3.16 66,263 2,200 3.32 73,571 1,698 2.31
Savings accounts 240,141 7,854 3.27 196,343 7,037 3.58 123,204 4,134 3.36
Time deposits 473,237 24,433 5.16 450,104 25,602 5.69 422,978 24,870 5.88
---------- -------- ---------- ------- ---------- -------
Total interest bearing
deposits 859,881 35,727 4.15 756,758 35,357 4.67 660,559 31,229 4.73
Borrowed funds 263,224 14,456 5.49 289,229 17,155 5.93 359,390 21,148 5.88
---------- -------- ---------- ------- ---------- -------
Total interest bearing deposits
and borrowed funds 1,123,10 550,183 4.47 1,045,987 52,512 5.02 1,019,949 52,377 5.14
-------- ------- -------
Demand deposits 93,679 77,467 62,220
Other liabilities 9,971 17,473 17,204
---------- ---------- ----------
Total liabilities 1,226,755 1,140,927 1,099,373
Stockholders' equity 96,461 94,296 86,841
---------- ---------- ----------
Total liabilities and
stockholders' equity $1,323,216 $1,235,223 $1,186,214
========== ========== ==========
Net interest income $ 46,559 $40,948 $37,701
======== ======= =======
Weighted average rate spread 3.24% 2.84% 2.77%
---- ---- ----
Net yield on earning assets (2) 3.71% 3.44% 3.31%
---- ---- ----
</TABLE>
(1) Loans on a non-accrual status are included in the average balance.
(2) Net interest income before provision for loan losses divided by average
interest earnings assets.
15
<PAGE>
RATE/VOLUME ANALYSIS
The following table presents, for the periods indicated, the changes in interest
and dividend income and the changes in interest expense attributable to changes
in interest rates and changes in the volume of interest earning assets and
interest bearing liabilities. The change attributable to both volume and rate
has been allocated proportionally to the two categories.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1999 COMPARED TO 1998 1998 COMPARED TO 1997
INCREASE (DECREASE) INCREASE (DECREASE)
DUE TO DUE TO
----------------------------- -------------------------------
VOLUME RATE TOTAL VOLUME RATE TOTAL
---------- --------- -------- -------- -------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Interest and dividend income:
Loans before the allowance for
loan losses $ 2,204 $ (972) $ 1,232 $ 2,038 $ 449 $ 2,487
Investment securities 4,118 (565) 3,553 (1,007) (357) (1,364)
Other earning assets 6 2 8 705 (179) 526
Federal funds sold and short-term
investments (1,241) (270) (1,511) 1,788 (55) 1,733
---------- --------- -------- -------- -------- ----------
Total interest and dividend income 5,087 (1,805) 3,282 3,524 (142) 3,382
---------- --------- -------- -------- -------- ----------
Interest expense:
Savings deposits 2,386 (847) 1,539 2,457 449 2,906
Time deposits 1,272 (2,441) (1,169) 1,162 60 1,222
Borrowed funds (1,480) (1,219) (2,699) (4,125) 132 (3,993)
---------- --------- -------- -------- -------- ----------
Total interest expense 2,178 (4,507) (2,329) (506) 641 135
---------- --------- -------- -------- -------- ----------
Net interest and dividend income $ 2,909 $2,702 $ 5,611 $ 4,030 $ (783) $ 3,247
========== ========= ======== ======== ======== ==========
</TABLE>
NET INTEREST INCOME
Net interest income increased by $5.6 million to $46.6 million for the year
ended December 31, 1999, representing a 13.7% increase from $40.9 million in
1998. The increase in net interest income was primarily due to the increase of
27 basis points in the net yield on average earning assets combined with the
volume increases in outstanding loans and investment securities.
Net interest income increased by $3.2 million to $40.9 million for the year
ended December 31, 1998, representing an 8.6% increase from $37.7 million in
1997. The increase in net interest income was primarily due to the increase of
13 basis points in the net yield on average earning assets combined with the
volume increases in outstanding loans and short term investments partially
offset by the decreased investment securities.
INTEREST AND DIVIDEND INCOME
Interest and dividend income increased by $3.3 million (3.5%) to $96.7 million
for the year ended December 31, 1999 from $93.5 million for the year ended
December 31, 1998. This increase was due to a $65.3 million or 5.5% increase in
average earning assets from $1,189.2 million in 1998 to $1,254.5 million in
1999. The net yield on average earning assets rose 27 basis points from the 1998
yield of 3.44% to 3.71% in 1999 primarily due to a decrease in the cost of
funds.
Interest and dividend income increased by $3.4 million (3.8%) to $93.5 million
for the year ended December 31, 1998 from $90.1 million for the year ended
December 31, 1997. This increase was due to an overall increase in average
earning assets from $1,138.6 million in 1997 to $1,189.2 million in 1998, a 4.4%
increase. The net yield on average earning assets rose 13 basis points from the
1997 yield of 3.31% to 3.44% in 1998 primarily due to a decrease in the cost of
funds and secondarily due to a shift to higher yielding commercial loans.
INTEREST EXPENSE
Interest expense decreased $2.3 million or 4.4% to $50.2 million for the year
ended December 31, 1999 from $52.5 million in 1998. The volume increases in core
deposits were more than offset by decreases in the rates paid on deposits
16
<PAGE>
and borrowed funds combined with the volume decreases in borrowed funds. The
total weighted cost of funds decreased 55 basis points from 5.02% in 1998 to
4.47% in 1999.
Interest expense increased marginally ($135,000 or 0.3%) to $52.5 million for
the year ended December 31, 1998 from $52.4 million in 1997. The volume
increases in savings and time deposits were more than offset by the volume
decreases in borrowed funds. The total weighted cost of funds decreased 12 basis
points from 5.14% in 1997 to 5.02% in 1998.
PROVISION FOR LOAN LOSSES
Losses on loans are provided for under the accrual method of accounting.
Assessing the adequacy of the allowance for loan losses involves substantial
uncertainties and is based upon management's evaluation of the amount required
to meet estimated losses inherent in the loan portfolio after weighing various
factors. Among the factors management may consider are the quality of specific
loans, risk characteristics of the loan portfolio generally, the level of
non-accruing loans, current economic conditions, trends in delinquencies and
charge-offs and collateral values of the underlying security. See "Financial
Condition - Allowance for Loan Losses". Ultimate losses may vary significantly
from the current estimates. Losses on loans, including impaired loans, are
charged against the allowance when management believes the collectability of
principal is doubtful.
Provisions for loan losses totaled $2.4 million, $1.4 million, and $2.0 million
for the years ended December 31, 1999, 1998 and 1997, respectively. Provisions
result from management's continuing internal review of the loan portfolio as
well as its judgment as to the adequacy of the reserves in light of the
condition of the regional real estate market and the economy generally. As a
result of increased loans, there is an expectation that the Bank will continue
to find it necessary to make provisions for loan losses in the future. See
"Financial Condition - Non-Performing Assets."
The Bank's total allowance for loan losses was $11.3 million or 331.1% of
non-accruing loans at December 31, 1999 compared to $11.3 million or 204.8% at
December 31, 1998 and $10.6 million or 190.7% at December 31, 1997.
NONINTEREST INCOME
Noninterest income consists of net gains from sales of securities, net gains
from sales of loans and loan servicing rights, fee and other noninterest income.
Noninterest income decreased 11.2% to $6.1 million for the year ended December
31, 1999 compared to $6.9 million in 1998. The primary reasons for this decrease
are attributable to nonrecurring gains on sales of investment securities during
1998, partially offset by increased fee income for 1999. Other noninterest
income for 1999 includes approximately $345,000 of income from bank owned life
insurance on policies purchased during 1999.
Noninterest income increased 34.9% to $6.9 million for the year ended December
31, 1998 compared to $5.1 million in 1997. The primary reasons for this $1.8
million increase were a $905,000 increase in gains on the sales of investment
securities (of which approximately $231,000 were the result of gains realized on
the sale of securities transferred from the held-to-maturity classification),
and a $71,000 increase in total fee income, offset by a $290,000 decrease in
gains on sales of mortgage loans. Other noninterest income was a result of a
special payment received from the Massachusetts Depositors Insurance Fund of
$346,000 and interest on a state tax refund of $145,000.
NONINTEREST EXPENSES
Noninterest expenses increased by $1.9 million (6.7%) to $30.1 million for the
year ended December 31, 1999 compared to $28.2 million in 1998. The majority of
this increase is related to the amortization of intangible assets associated
with branches acquired during the second quarter of 1998. The remaining
increases in other noninterest expenses reflect costs associated with the full
year of operating those additional branch locations.
Noninterest expenses increased by $3.8 million (15.7%) to $28.2 million for the
year ended December 31, 1998 compared to $24.4 million in 1997. The majority of
this increase relates to the acquisition of four banking offices in June 1998,
and the operation, throughout the reminder of the year, of these additional
banking offices.
17
<PAGE>
Salaries and employee benefits increased by $1.0 million (7.9%) to $14.1 million
for the year ended December 31, 1999 from $13.0 million in 1998 and $11.6
million in 1997. The increases were primarily due to the acquisition of four
additional branches in June of 1998.
Amortization of intangible assets associated with the branch acquisition in 1998
and the purchase of Finest Financial Corp. in 1996 amounted to $2.6 million in
1999, $1.7 million in 1998 and $780,000 in 1997.
The remaining categories of noninterest expenses remained flat at $13.4 million
for the years ended December 31, 1999 and 1998, up from $11.9 million in 1997.
Included in these expenses is "Other", which totaled $4.0 million in 1999 and
represents a decrease of $1.2 million or 23.5% when compared to 1998. This
decrease is primarily attributable to 1998 one-time write-downs in the carrying
values of certain other assets associated with bank and branch acquisitions and
the conversion to new operating systems. Other totaled $3.8 million in 1997.
INCOME TAXES
The net provision for income taxes amounted to $7.5 million in 1999 compared to
provisions of $7.1 million and $6.7 million recorded in 1998 and 1997,
respectively. The effective tax rate in 1999 is lower when compared to 1998 and
1997 due to favorable tax rates on certain investment income.
18
<PAGE>
FINANCIAL CONDITION
Total assets increased by $129.3 million or 10.4% to $1.4 billion at December
31, 1999 compared to $1.2 billion at December 31, 1998.
LOANS
At December 31, 1999, the loan portfolio, excluding the allowance for loan
losses, and including mortgage loans held-for-sale, was $812.3 million,
representing 59.0% of total assets. This is an increase of $78.4 million or
10.7% when compared to $733.9 million or 58.8% of total assets at December 31,
1998. See Item 1 - "Business - Lending Activities - General" for a table setting
forth the composition of the loan portfolio of the Bank at the end of each of
the past five years.
NONPERFORMING ASSETS
Nonperforming assets consist of nonaccruing and restructured loans (including
impaired loans), and foreclosed property. Nonperforming assets totaled $3.9
million at December 31, 1999, compared to $6.1 million at December 31, 1998 and
$6.4 million at December 31, 1997.
The Bank's general practice is to discontinue the accrual of interest on loans
(including impaired loans) for which payment of interest or principal is ninety
days or more past due or for such other loans as considered necessary by
management if collection of interest and principal is doubtful. When a loan is
placed on nonaccrual status, all previously accrued but uncollected interest is
reversed against current period interest income.
The recorded investment of restructured loans was $303,000 for the year ended
December 31, 1999, $447,000 for the year ended December 31, 1998 and $905,000
for the year ended December 31, 1997.
The amount of interest that would have been earned had the nonaccrual and
restructured loans performed in accordance with original terms and conditions
was $164,000, $456,000 and $570,000 for the years ended December 31, 1999, 1998
and 1997, respectively.
Foreclosed property at December 31, 1999 totaled $447,000 compared to $575,000
at December 31, 1998 and consists mainly of real estate collateral from loans
that were foreclosed, as well as repossessed automobiles.
At December 31, 1999, the recorded investment in loans that are considered to be
impaired totaled $857,000 of which $507,000 had a related allowance for loan
losses of $304,000. The remaining $350,000 of impaired loans did not require a
related allowance for loan losses. The average recorded investment in impaired
loans during 1999 was approximately $1.3 million.
19
<PAGE>
The following table shows the composition of nonperforming assets for the five
years ended December 31, 1999:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nonaccruing loans:
Real estate $1,422 $3,260 $3,159 $2,693 $2,559
Other 1,700 1,792 1,480 1,004 814
Restructured loans 303 447 905 1,042 1,043
-------- -------- -------- -------- --------
Total nonaccruing loans 3,425 5,499 5,544 4,739 4,416
Foreclosed property 447 575 891 1,880 1,756
-------- -------- -------- -------- --------
Total nonperforming assets $3,872 $6,074 $6,435 $6,619 $6,172
======== ======== ======== ======== ========
Percentage of nonperforming
to total assets 0.28% 0.49% 0.54% 0.62% 0.76%
Percentage of allowance for
loan losses
to nonaccruing loans 331.1% 204.8% 190.7% 222.4% 148.4%
</TABLE>
The following table summarizes the activity of foreclosed property during the
year ended December 31, 1999:
<TABLE>
<CAPTION>
OTHER
RESIDENTIAL CONSTRUCTION COMMERCIAL REPOSSESSED
REAL ESTATE REAL ESTATE REAL ESTATE ASSETS TOTAL
---------- ------------ ------------ ------------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $ -- $ -- $ 276 $ 299 $ 575
Transfer from loans 85 48 -- 2,261 2,394
Write-downs -- -- -- -- ---
Sales (85) -- (276) (2,161) (2,522)
---------- ------------ ------------ ------------ ---------
Balance at end of year $ -- $ 48 $ -- $ 399 $ 447
========== ============ ============ ============ =========
</TABLE>
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level determined by management
to be adequate to provide for probable losses inherent in the loan portfolio
including commitments to extend credit. The allowance for loan losses is
maintained through the provision for loan losses, which is a charge to
operations. The potential for loss in the portfolio reflects the risks and
uncertainties inherent in the extension of credit.
The determination of the adequacy of the allowance for loan losses is based upon
management's assessment of risk elements in the portfolio, factors affecting
loan quality and assumptions about the economic environment in which the Company
operates. The process includes identification and analysis of loss potential in
various portfolio segments utilizing a credit risk grading process and specific
reviews and evaluations of significant individual problem credits. In addition,
management reviews overall portfolio quality through an analysis of current
levels and trends in charge-off, delinquency and nonaccruing loan data,
forecasted economic conditions and the overall-banking environment. These
reviews are of necessity dependent upon estimates, appraisals and judgments,
which may change quickly because of changing economic conditions and the
Company's perception as to how these factors may affect the financial condition
of debtors.
20
<PAGE>
The methodology for assessing the appropriateness of the allowance consists of a
review of the following key elements:
- A formula allowance for the various loan portfolio classifications,
- A valuation allowance for loans identified as impaired, and
- The unallocated allowance.
The formula allowance is a percentage-based reflection of historical loss
experience and assigns required allowance allocations by loan classification
based on a fixed percentage of all outstanding loan balances and commitments to
extend credit. The formula allowance employs a risk-rating model that grades
loans based on general characteristics of credit quality and relative risk. As
credit quality becomes more suspect, so-called "watch list" loans, the risk
rating and allocation percentage increase. The sum of these allocations comprise
the Company's "formula" or "general" allowance.
The Company also has "valuation" allowances for impaired loans. Loans are
evaluated for impairment by measuring the net present value of the expected
future cash flows using the loan's original effective interest rate, or looking
at the fair value of the collateral if the loan is collateral dependent. When
the difference between the net present value of a loan (or fair value of the
collateral if the loan is collateral dependent) is lower than the recorded
investment of the loan, the difference is provided to expense with a resulting
"valuation" allowance.
In addition to the formula and valuation components, there is an unallocated
allowance that is composed of two additional elements. The first element, which
is based on the Company's credit policy, consists of an amount that is at least
20% to 25% of the formula and valuation allowances. This element recognizes the
estimation risks associated with the formula model and the valuation allowance.
The second element is based upon management's evaluation of various conditions,
the effects of which are not directly measured in determining the formula and
valuation allowances. The evaluation of the inherent loss resulting from these
conditions involves a higher degree of uncertainty because they are not
identified with specific problem credits or portfolio segments. The conditions
evaluated in connection with the unallocated allowance include the following:
- then-existing general economic and business conditions affecting the
Company's key lending areas,
- credit quality trends, including trends in nonperforming loans
expected to result from existing conditions,
- collateral values,
- loan volumes and concentrations,
- seasoning of the loan portfolio,
- specific industry conditions within portfolio segments,
- recent loss experience in particular segments of the portfolio,
- duration of the current business cycle,
- bank regulatory examination results, and
- findings of our internal credit examiners.
When an evaluation of these conditions signifies a change in the level of risk,
the Company adjusts the formula allowance. Periodic credit reviews enable
further adjustment to the allowance through the risk rating of loans and
identification of loans requiring a valuation allowance. In addition, the
formula model is designed to be self-correcting by taking into account recent
loss experience.
21
<PAGE>
The annual provision for loan losses is set based on the factors discussed
above. In addition, it is management's intent to maintain the allowance at a
level consistent with the Company's peers in the banking industry. The allowance
to loans ratio of 1.40% at December 31, 1999 was slightly below the Company's
peer group's average allowance ratio of 1.48% (1) Although the Company realized
total loan growth of $78.4 million or 10.7% during 1999, there were no
significant changes in loan concentrations, loan quality or loan terms during
the period. Estimation methods and assumptions affecting the allowance for loan
losses remained unchanged from those used in prior periods. There was no
significant reallocation of the allowance for loan losses among the various
segments of the portfolio.
The following table summarizes the activity in the allowance for loan losses for
the five years ended December 31, 1999:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
--------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance at beginning of year $ 11,261 $ 10,570 $ 10,538 $ 6,552 $ 7,237
Acquired allowance - Finest -- -- -- 4,080 --
Acquired allowance - branch
acquisition -- 765 -- -- --
Provision for loan losses 2,400 1,440 2,040 1,415 770
Charge-offs:
Mortgage (396) (709) (1,212) (1,148) (1,448)
Construction (10) -- -- (1) (96)
Owner-occupied commercial
real estate -- -- -- -- --
Commercial (607) (726) (2) (157) (230)
Consumer (2,221) (2,111) (1,612) (1,029) (711)
--------- ---------- --------- ---------- ---------
Total charge-offs (3,234) (3,546) (2,826) (2,335) (2,485)
--------- ---------- --------- ---------- ---------
Recoveries:
Mortgage 604 1,288 575 277 234
Construction 4 12 14 6 279
Owner-occupied commercial
real estate -- -- -- -- --
Commercial 84 578 85 461 431
Consumer 220 154 144 82 86
--------- ---------- --------- ---------- ---------
Total recoveries 912 2,032 818 826 1,030
--------- ---------- --------- ---------- ---------
Net Charge-offs (2,322) (1,514) (2,008) (1,509) (1,455)
--------- ---------- --------- ---------- ---------
Balance at end of year $ 11,339 $ 11,261 $ 10,570 $ 10,538 $ 6,552
========= ========== ========= ========== =========
Total loans at end of year $812,285 $733,883 $718,715 $704,659 $500,051
Average loans for the year 764,400 739,091 715,772 538,758 473,069
Allowance to loans ratio 1.40% 1.53% 1.47% 1.50% 1.31%
Net Charge-offs to average
loans ratio 0.30% 0.20% 0.28% 0.28% 0.30%
</TABLE>
- ------------------------
(1) Based on the most recently available peer group date as of September 30,
1999.
22
<PAGE>
INVESTMENTS
At December 31, 1999, the Company's investment portfolio, consisting of
short-term investments, investment securities, mortgage-backed securities,
Federal Home Loan Bank ("FHLB") stock and Savings Bank Life Insurance Company of
Massachusetts stock, totaled $461.1 million or 33.5% of assets, compared to
$367.4 million or 29.4% of assets at December 31, 1998. The portfolio included
U.S. government and agency obligations having a book value of $114.0 million and
mortgage-backed securities with a value of $310.0 million. Interest and dividend
income on the Company's investment portfolio, which amounted to $29.4 million,
generated 30.4% of total interest and dividend income for the year ended
December 31, 1999.
To identify and control risks associated with the investment portfolio, the
Company has established policies and procedures, which include stop loss limits
and stress testing on a periodic basis. During the second quarter of 1998, the
Company reclassified to available-for-sale all securities previously classified
as held-to-maturity. This reclassification was the result of an analysis of the
strategic alternatives for the securities portfolio. Under Securities and
Exchange Commission guidelines, this reclassification prohibits the Company from
classifying securities as held-to-maturity for a period of at least two years.
The Company does not have any investments in off-balance-sheet financial
instruments, except as noted in Note 11 to the consolidated financial statements
included in response to Item 8 - "Financial Statements and Supplementary Data"
of this report.
The following table sets forth the composition of the investment portfolio for
the years indicated:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
(Dollars in thousands)
<S> <C> <C> <C>
Short-term investments:
Interest bearing deposits $ 134 $ 107 $ 122
Federal funds sold 5,775 281 4,000
------------- ------------- -------------
Total short-term investments 5,909 388 4,122
------------- ------------- -------------
Investment securities held-to-maturity:
U.S. government & agency obligations --- --- 54,421
Mortgage backed securities --- --- 109,661
Other bonds and obligations --- --- 14,917
------------- ------------- -------------
Total investment securities held-to-maturity --- --- 178,999
------------- ------------- -------------
Investment securities available-for-sale:
U.S. government & agency obligations 113,981 100,122 67,960
Mortgage-backed securities 310,003 244,083 121,977
Other bonds and obligations 10,057 1,635 21,966
------------- ------------- -------------
Total investment securities available for sale 434,041 345,840 211,903
------------- ------------- -------------
Stock in Federal Home Loan Bank of Boston 19,985 19,985 19,803
Stock in Savings Bank Life Insurance Company 1,194 1,194 1,194
------------- ------------- -------------
$ 461,129 $ 367,407 $ 416,021
============= ============= =============
Percent of total assets 33.5% 29.4% 34.7%
</TABLE>
For further information regarding the Company's investment portfolio, including
information regarding amortized cost and fair value as of December 31, 1999, see
notes 1, 4 and 21 to the Company's consolidated financial statements included in
response to Item 8 hereof.
23
<PAGE>
Set forth below is a breakdown of yields and contractual maturities for the
amortized cost of indicated investment securities at December 31, 1999:
<TABLE>
<CAPTION>
U.S. Other
government bonds Mortgage-
and agency and backed
obligations obligations securities Total
-------------- -------------- -------------- --------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Due in 1 year or less:
Amount $ 5,026 $ 422 $ 34,756 $ 40,204
Yield 4.67% 6.85% 6.11% 5.94%
Due from 1 to 2 years:
Amount 10,004 349 23,183 33,536
Yield 5.88% 7.29% 6.21% 6.12%
Due from 2 to 3 years:
Amount 5,032 -- 24,442 29,474
Yield 6.39% -- 6.21% 6.24%
Due from 3 to 5 years:
Amount 10,061 645 55,165 65,871
Yield 6.27% 5.15% 6.25% 6.24%
Due from 5 to 10 years:
Amount 86,941 6,729 115,531 209,201
Yield 6.63% 3.97% 6.32% 6.37%
Due after 10 years:
Amount 556 2,638 71,640 74,834
Yield 5.96% 4.32% 6.51% 6.43%
----------- ---------- ----------- -----------
Total:
Amount $ 117,620 $ 10,783 $ 324,717 $ 453,120
Yield 6.44% 4.35% 6.32% 6.30%
</TABLE>
24
<PAGE>
DEPOSITS
Deposits have historically been the Bank's primary source of funds for lending
and investment activities. Deposit flows vary significantly and are influenced
by prevailing interest rates, market conditions, economic conditions and
competition. At December 31, 1999 the Bank had total deposits of $1,002.8
million, representing a net increase of $68.1 million compared to $934.7 million
at December 31, 1998.
While deposit flows are unpredictable by nature, the Bank attempts to manage its
deposits through selective pricing. Due to the uncertainty of market conditions,
it is not possible for the Bank to predict how aggressively it will compete for
deposits in the future or the likely effect of any such decision on deposit
levels, interest expense and net interest income.
The following table sets forth the composition of average deposits and rates for
the years indicated:
<TABLE>
<CAPTION>
1999 1998 1997
------------------------------- -------------------------------- ----------------------------
Weighted Weighted Weighted
Average Average Average
Interest Interest Interest
Amount Rate Amount Rate Amount Rate
------------- --------------- ------------- --------------- ------------- ------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
NOW $ 51,910 0.87% $ 44,048 1.18% $ 40,806 1.29%
Money market accounts 94,593 3.16 66,263 3.32 73,571 2.31
Savings and notice accounts 240,141 3.27 196,343 3.58 123,204 3.36
Time deposits 473,237 5.16 450,104 5.69 422,978 5.88
------------- ------------- -------------
Total interest bearing deposits 859,881 4.15 756,758 4.67 660,559 4.73
------------- ------------- -------------
Demand deposits 93,679 77,467 62,220
------------- ------------- -------------
$ 953,560 $ 834,225 $ 722,779
============= ============= =============
</TABLE>
At December 31, 1999, 1998 and 1997, outstanding certificates of deposits in
denominations of $100,000 and over had maturities as follows:
<TABLE>
<CAPTION>
Remaining Term to Maturity 1999 1998 1997
- -------------------------- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Three months or less $ 27,171 $ 13,220 $ 10,644
Three to six months 29,278 8,709 6,673
Six to twelve months 28,752 36,688 27,543
Over twelve months 33,481 12,494 16,926
------------ ------------ ------------
$ 118,682 $ 71,111 $ 61,786
============ ============ ============
</TABLE>
25
<PAGE>
BORROWED FUNDS
The primary source of the Bank's borrowings come from the Federal Home Loan Bank
("FHLB"). The Bank also utilizes short-term repurchase agreements, generally
with maturities less than three months, as an additional source of funds.
Repurchase agreements are secured by U.S. government and agency securities.
Borrowings are an alternative source of funds compared to deposits and totaled
$269.0 million at December 31, 1999 compared to $201.5 million and $343.6
million at December 31, 1998 and 1997, respectively. The increase in borrowings
in 1999 was used to fund the growth in the investment and loan portfolios during
the year. The decrease in borrowings in 1998 to 1997 reflects the years' growth
in deposits and the Company's diminished need to borrow funds to support its
assets.
The following table summarizes the maximum and average amounts of borrowings
outstanding, the majority of which are short-term, during 1999, 1998 and 1997
together with the weighted average interest rates thereon.
<TABLE>
<CAPTION>
For the Year Ended December 31, 1999 At December 31, 1999
----------------------------------------------- -------------------------------
Maximum Average Weighted Weighted
Amount Amount Average Amount Average
Outstanding Outstanding Interest Rate Outstanding Interest Rate
----------- ----------- ------------- ----------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
FHLB Borrowings $ 265,337 $ 234,843 5.67 % $ 238,677 5.82 %
Repurchase Agreements 32,114 28,381 4.06 30,285 4.35
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998 At December 31, 1998
----------------------------------------------- -------------------------------
Maximum Average Weighted Weighted
Amount Amount Average Amount Average
Outstanding Outstanding Interest Rate Outstanding Interest Rate
----------- ----------- ------------- ----------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
FHLB Borrowings $ 411,605 $ 261,662 6.07 % $ 161,582 5.93 %
Repurchase Agreements 49,495 27,567 4.65 39,917 4.04
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended December 31, 1997 At December 31, 1997
----------------------------------------------- -------------------------------
Maximum Average Weighted Weighted
Amount Amount Average Amount Average
Outstanding Outstanding Interest Rate Outstanding Interest Rate
----------- ----------- ------------- ----------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
FHLB Borrowings $ 394,184 $ 342,975 5.94 % $ 319,744 5.98 %
Repurchase Agreements 27,708 16,415 4.75 23,813 4.90
</TABLE>
26
<PAGE>
YEAR 2000
The following constitutes the Company's Year 2000 Readiness disclosure under the
Year 2000 Information and Readiness Disclosure Act. The potential problem with
the Year 2000 concerned the inability of information systems, primarily software
programs, to properly recognize and process date sensitive information for the
year 2000 and beyond.
The Company took numerous remedial steps over the past several years to prepare
for the change of century. These steps included: forming a bank-wide project
team to address and resolve Y2K issues; and forming a Year 2000 Compliance
Oversight Committee of the Board of Directors to oversee the activities of
management and others in dealing with Y2K issues; replacing or upgrading
non-compliant hardware and software; working with third party service bureaus
and other vendors to ensure that the Company's mission critical information
systems were Y2K compliant; and establishing contingency plans in the event that
an unforeseen problem were to arise.
Subsequent to December 31, 1999, the Company has not experienced any material
Year 2000 transition issues. However there can be no assurance that a material
vendor will not experience a Year 2000 transition issue, or that such transition
issue will not have a material negative impact on the Company's consolidated
financial position, results of operations or cash flows.
The following table details the aggregate expenditures (period and capital)
incurred to date by the Company, to bring the Y2K project to closure. Period
expenditures were expensed in the period incurred. Capital expenditures were
capitalized and amortized over the estimated useful life of the item. All
capital expenditures reflect hardware and software upgrades that were either
previously planned or would have occurred in the normal course, and not as a
direct result of Y2K remediation efforts.
<TABLE>
<CAPTION>
----------------------- ------------------
DESCRIPTION TOTAL
EXPENDITURES
----------------------- ------------------
<S> <C>
PERIOD EXPENDITURES: ($000'S)
Management and staff $300
salaries and Board
fees
----------------------- ------------------
Y2K consulting fees $140
----------------------- ------------------
Third party vendor $ 60
expense and system
testing
----------------------- ------------------
CAPITAL EXPENDITURES:
Replacement of $600
non-compliant systems
----------------------- ------------------
</TABLE>
27
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ASSET/LIABILITY MANAGEMENT
The Bank's asset/liability management strategy is designed to increase net
interest income and provide adequate earnings in expected future interest rate
environments. As part of this strategy, a balance is sought between the
repricing characteristics of its earning assets and funding sources while
maximizing the spread between interest income and expense. The Bank adjusts the
level of its liquid assets and the mix of its loans and investments based on
management's judgment as to the quality of specific investment opportunities and
the relative attractiveness of their maturities and yields.
In order to achieve a better repricing balance between its assets and
liabilities, the Bank continued to originate and hold in portfolio adjustable
rate residential mortgage loans. The Bank generally writes substantially all
newly originated fixed rate residential loans to meet the requirements for sale
in the secondary market. During 1999, the Bank sold $62.6 million of residential
loans. As a result of this strategy residential loans decreased by $46.0 million
during the year.
The Bank's commercial real estate, construction, consumer and commercial
business lending programs also provide opportunities to better match the
interest rate sensitivity of its loan portfolio and liabilities due to the
adjustable rate or short term characteristics of these types of loans. These
types of loans increased by $124.4 million during the year. Total loans
increased by $78.4 million during the year.
During 1999, investments increased by $88.2 million. This was a result of
management's planned strategy to grow the investment portfolio. These
investments were funded by the increase in deposits and Federal Home Loan Bank
borrowings. Total Federal Home Loan Bank borrowings increased by $77.1 million
during the year.
Deposits increased by $68.1 million in 1999. The Bank maintains an aggressive
marketing campaign for savings and time deposit products, which resulted in a
significant increase in the balances of these products during 1999.
It is management's opinion that interest rates will continue to exhibit
volatility. With this in mind, the Bank will continue to follow a strategy that
seeks to achieve a balance in the repricing characteristics of its assets and
liabilities and provide adequate earnings in a variety of interest rate
environments.
MARKET RISK
Market risk is the risk of loss in a financial instrument arising from adverse
changes in market rates/prices such as interest rates, foreign currency exchange
rates, commodity prices and equity prices. The Company's primary market risk
exposure is interest rate risk. The ongoing monitoring and management of this
risk is an important component of the Company's asset/liability management
process which is governed by policies established by its Board of Directors that
are reviewed and approved annually. The Board of Directors delegates
responsibility for carrying out the asset/liability management policies to the
Asset/Liability Committee ("ALCO"). In this capacity ALCO develops guidelines
and strategies impacting the Company's asset/liability management related
activities based upon estimated market risk sensitivity, policy limits and
overall market interest rate levels/trends.
28
<PAGE>
INTEREST RATE RISK
Interest rate risk represents the sensitivity of earnings to changes in market
interest rates. As interest rates change the interest income and expense streams
associated with the Company's financial instruments also change thereby
impacting net interest income (NII), the primary component of the Company's
earnings. ALCO utilizes the results of a detailed and dynamic simulation model
to quantify the estimated exposure of NII to sustained interest rate changes.
While ALCO routinely monitors simulated NII sensitivity over a rolling two-year
horizon, it also utilizes additional tools to monitor potential longer-term
interest rate risk.
The simulation model captures the impact of changing interest rates on the
interest income received and interest expense paid on all assets and
liabilities reflected on the Company's balance sheet. This sensitivity
analysis is compared to ALCO policy limits which specify a maximum tolerance
level for NII exposure over a one year horizon, assuming no balance sheet
growth, given both a 200 basis point (bp) upward and downward shift in
interest rates. A parallel and pro rata shift in rates over a 12-month period
is assumed. The following reflects the Company's NII sensitivity analysis as
of December 31, 1999.
<TABLE>
<CAPTION>
---------------------------- --------------------------
RATE CHANGE ESTIMATED NII SENSITIVITY
---------------------------- --------------------------
<S> <C>
+ 200 bp (4.49%)
- 200 bp 3.99%
---------------------------- --------------------------
</TABLE>
The preceding sensitivity analysis does not represent a Company forecast and
should not be relied upon as being indicative of expected operating results.
These hypothetical estimates are based upon numerous assumptions including: the
nature and timing of interest rate levels including yield curve shape,
prepayments on loans and securities, deposit decay rates, pricing decisions on
loans and deposits, reinvestment/replacement of asset and liability cashflows,
and others. While assumptions are developed based upon current economic and
local market conditions, the Company cannot make any assurances as to the
predictive nature of these assumptions including how customer preferences or
competitor influences might change.
Also, as market conditions vary from those assumed in the sensitivity analysis,
actual results will also differ due to: prepayment/refinancing levels likely
deviating from those assumed, the varying impact of interest rate change caps or
floors on adjustable rate assets, the potential effect of changing debt service
levels on customers with adjustable rate loans, depositor early withdrawals and
product preference changes, and other internal/external variables. Furthermore,
the sensitivity analysis does not reflect actions that ALCO might take in
responding to or anticipating changes in interest rates.
29
<PAGE>
The following table sets forth the maturity and repricing information relating
to interest sensitive assets and liabilities at December 31, 1999. Fixed-rate
investment securities, fixed rate mortgage-backed investments, fixed rate loans,
loans held for sale, short-term investments, and other earning assets are shown
in the table in the time period corresponding to computed principal amortization
based on their respective contractual maturity. Adjustable rate investment
securities, adjustable rate mortgage-backed investments, and adjustable rate
loans are allocated to the period in which the rates are next adjusted. The
table reflects an "expected" prepayment assumption on residential loans and
mortgage-backed investments. Certificates of deposit and borrowed funds are
shown in the table in the time period based on their respective contractual
maturity. Money market deposit accounts and anniversary savings accounts are not
subject to contractual interest rate adjustments, however, these products are
generally more interest rate sensitive and are assumed to reprice within the
1-180 day time period. Regular savings and NOW accounts ("other deposits") are
assumed to reprice within the 5 years + period. These deposit products are not
subject to contractual interest rate adjustments either, however, the Bank
believes that these deposits are less interest rate sensitive over long periods
of time.
<TABLE>
<CAPTION>
December 31, 1999
---------------------------------------------------------------------------------------------
1-180 181-365 1-3 3-5 5+
Days Days Years Years Years Total
------------- ------------ ------------- ------------- ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Short-term investments $ 5,909 $ -- $ -- $ -- $ -- $ 5,909
Investment securities 16,684 5,407 15,323 15,637 92,166 145,217
Mortgage-backed securities 35,939 31,038 37,958 45,029 160,039 310,003
Loans held for sale 3,054 -- -- -- -- 3,054
Loans in process -- -- -- -- -- --
Fixed rate loans 42,707 38,225 144,679 101,182 137,010 463,803
Adjustable rate loans 173,720 55,941 51,144 43,999 9,284 334,088
Other earning assets -- -- -- -- 17,491 17,491
---------- ---------- ---------- ---------- ---------- ----------
Total rate sensitive assets 278,013 130,611 249,104 205,847 415,990 1,279,565
---------- ---------- ---------- ---------- ---------- ----------
Interest-bearing liabilities:
Money market deposit accounts 95,680 -- -- -- -- 95,680
Certificates of deposit 220,642 130,989 135,188 4,189 639 491,647
Other deposits 182,232 -- -- -- 136,347 318,579
Borrowed funds 240,785 1,872 23,185 -- 3,120 268,962
---------- ---------- ---------- ---------- ---------- ----------
Total rate sensitive liabilities 739,339 132,861 158,373 4,189 140,106 1,174,868
---------- ---------- ---------- ---------- ---------- ----------
Excess (deficiency) of
interest sensitive assets
over interest sensitive
liabilities $ (461,326) $ (2,250) $ 90,731 $ 201,658 $ 275,884 $ 104,697
========== ========== ========== ========== ========== ==========
Cumulative excess
(deficiency) of interest
sensitive assets over
interest sensitive
liabilities $ (461,326) $ (463,576) $ (372,845) $ (171,187) $ 104,697
========== ========== ========== ========== ==========
Cumulative excess
(deficiency)
percentage of
total assets (33.49)% (33.66)% (27.07)% (12.43)% 7.60%
</TABLE>
30
<PAGE>
The following table reflects the scheduled maturities of selected loans at
December 31, 1999:
<TABLE>
<CAPTION>
One
One Through Over
Year Five Five
or Less Years Years Total
------------ ------------- -------------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Construction loans $ 25,146 $ 15,150 $ 11,057 $ 51,353
Owner-occupied commercial real estate 4,220 17,075 42,072 63,367
Commercial loans 21,110 59,580 18,011 98,701
------------ ------------- -------------- -------------
Total $ 50,476 $ 91,805 $ 71,140 $ 213,421
============ ============= ============== =============
</TABLE>
A summary of the above categories of loans due after one year as to the rate
variability follows (dollars in thousands):
<TABLE>
<S> <C>
With predetermined rates $ 29,428
With floating or adjustable rates 133,517
-------------
Total maturing or repricing after one year $ 162,945
=============
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
The Bank's principal sources of liquidity are customer deposits, borrowings from
the FHLB, repurchase agreements, scheduled amortization and prepayments of loan
principal, cash flow from operations, maturities and prepayments of various
investments and loan sales.
Management believes it is prudent to maintain an investment portfolio that not
only provides a source of income, but also provides a potential source of
liquidity to meet lending demand and deposit flows. The Bank adjusts the level
of its liquid assets and the mix of its loans and investments based upon
management's judgment as to the quality of specific investment opportunities and
the relative attractiveness of their maturities and yields. At December 31,
1999, short-term investments, bonds and obligations and mortgage-backed
investments totaled $455.2 million, 10.13% of which either matures or is
estimated to be prepaid within one year. At December 31, 1998, short-term
investments, bonds and obligations and mortgage backed investments totaled
$367.4 million, 34.8% of which matured or were estimated to be prepaid within
one year.
At December 31, 1999, the Bank had total outstanding borrowings of $269.0
million, 75% of which matures within one year. At year-end 1998, the Bank had
outstanding borrowings of $201.5 million, 58% of which matured in one year.
At December 31, 1999, the Bank had outstanding commitments to originate loans
and unused balances on existing loans totaling $114.2 million, compared to $97.6
million in 1998. Management believes the sources of liquidity previously
discussed are sufficient to meet its commitments.
Net cash provided by operating activities totaled $25.8 million in 1999 compared
to net cash provided of $23.8 million in 1998. Net income was $12.7 million
compared to a net income of $11.1 million for the respective periods. The
provision for loan losses recorded in 1999 was $2.4 million compared to $1.4
million in 1998. Net cash provided by operating activities totaled $23.8 million
in 1998 compared to $10.7 million provided in 1997. Net income was $11.1 million
compared to a net income of $9.7 million for the respective periods. Provisions
for loan losses recorded in 1998 totaled $1.4 million compared to $2.0 million
in 1997.
31
<PAGE>
Net cash used in investing activities totaled $205.3 million for the year ended
December 31, 1999 compared to cash provided of $142.9 million in 1998 and $145.0
million used in 1997. The 1999 decrease in net cash provided by investing
activities compared to 1998 was primarily attributable to reduced proceeds from
the sale of securities and increased loan originations and purchases. Also, in
1998 the Company assumed deposit liabilities, and received the resultant cash,
of $65.0 million associated with the purchase of five branches. The 1998
increase in net cash when compared to 1997 was primarily attributable to the
cash received in the branch acquisition, the increased sales of investment
securities and the increased levels of loan repayments.
Net cash provided by financing activities totaled $130.7 million for the year
ended December 31, 1999 compared to net cash used of $98.9 million in 1998 and
net cash provided of $118.7 million for 1997. Net cash provided by borrowed
funds totaled $67.5 million in 1999, compared to net cash used to repay
borrowings of $144.5 million in 1998 and net cash provided of $68.6 million in
1997. Net cash provided by increased deposits totaled $68.1 million in 1999
compared to increases of $50.1 million in 1998 and $53.4 million in 1997. Net
cash of $5.0 million, $4.2 million and $3.6 million was used to pay dividends in
1999, 1998 and 1997, respectively.
The Bank is in compliance with and exceeds Federal regulatory capital
requirements. The minimum standards are (i) a total risk-based capital ratio of
8%, (ii) a Tier I risk-based capital ratio of 4% or (iii) a Tier I leverage
capital ratio of 4%. As of December 31, 1999, the Bank exceeds all capital
requirements.
IMPACT OF INFLATION
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles which require
measurement of financial position and operating results in terms of historical
dollars without considering changes in the relative purchasing power of money
over time due to inflation.
An important concept in understanding the effect of inflation on financial
institutions is the distinction between monetary and nonmonetary items. In a
stable environment, monetary items are those assets and liabilities that are or
will be converted into a fixed amount of dollars regardless of changes in
prices. Examples of monetary items include cash, investment securities, loans,
deposits and borrowings. Nonmonetary items are those assets and liabilities that
gain or lose general purchasing power as a result of the relationships between
specific prices for the items and price change levels. Examples of nonmonetary
items include premises and equipment and real estate in foreclosure. If real
estate values decreased sharply, the deflationary impact of changing prices of
real estate securing loans foreclosed upon could significantly affect a
financial institution's performance. Additionally, interest rates do not
necessarily move in the same direction, or in the same magnitude, as the prices
of goods and services as measured by the consumer price index. In a volatile
interest rate environment, liquidity and the management of the maturity
structure of assets and liabilities are critical in maintaining acceptable
profitability levels.
32
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
FIRST ESSEX BANCORP, INC.:
We have audited the accompanying consolidated balance sheets of First Essex
Bancorp, Inc. and subsidiaries (the "Company") as of December 31, 1999 and 1998,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Essex Bancorp, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 20, 2000 (except with respect to
the matters discussed in Notes 22 and 23,
as to which the date is March 23, 2000)
33
<PAGE>
FIRST ESSEX BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1999 1998
------------- -------------
(Dollars in thousands)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 41,598 $ 90,383
Investment securities available-for-sale (Note 4) 434,041 345,840
Stock in Savings Bank Life Insurance Company 1,194 1,194
Stock in Federal Home Loan Bank of Boston (Note 8) 19,985 19,985
Mortgage loans held-for-sale (Note 5) 3,054 2,566
Loans receivable, less allowance for loan losses of
$11,339 and $11,261 (Note 5) 797,892 720,056
Accrued interest receivable 8,672 9,170
Foreclosed property 447 575
Bank premises and equipment, net (Note 6) 10,692 11,715
Intangible assets 21,763 24,394
Other assets (Note 9) 37,980 22,136
------------- -------------
$ 1,377,318 $ 1,248,014
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits (Note 7) $ 1,002,761 $ 934,695
Borrowed funds (Note 8) 268,962 201,499
Mortgagors' escrow accounts 1,162 702
Other liabilities 12,855 14,036
------------- -------------
Total liabilities 1,285,740 1,150,932
------------- -------------
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY (Note 15)
Serial preferred stock $.10 par value per share; 5,000,000 shares
authorized, no shares issued
Common stock $.10 par value per share; 25,000,000 shares
authorized, 9,745,200 and 9,708,135 shares issued 975 971
Additional paid-in-capital 77,851 77,383
Retained earnings 44,027 36,359
Treasury stock, at cost, 2,153,300 and 2,096,500 shares (19,244) (18,335)
Accumulated other comprehensive income (12,031) 704
------------- -------------
Total stockholders' equity 91,578 97,082
------------- -------------
$ 1,377,318 $ 1,248,014
============= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
34
<PAGE>
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------------------------
1999 1998 1997
------------- ------------- -------------
(Dollars in thousands, except share and per share amounts)
<S> <C> <C> <C>
Interest and dividend income:
Mortgage loans $ 31,892 $ 36,682 $ 38,820
Other loans 34,385 28,363 23,738
Investment securities available-for-sale 28,607 18,788 14,138
Investment securities held-to-maturity -- 6,266 12,280
Other earning assets 1,051 1,043 517
Short term investments 807 2,318 585
---------- ---------- ----------
Total interest and dividend income 96,742 93,460 90,078
---------- ---------- ----------
Interest expense:
Deposits 35,727 35,357 31,229
Borrowed funds 14,456 17,155 21,148
---------- ---------- ----------
Total interest expense 50,183 52,512 52,377
---------- ---------- ----------
Net interest income 46,559 40,948 37,701
Provision for loan losses (Note 5) 2,400 1,440 2,040
---------- ---------- ----------
Net interest income after provision
for loan losses 44,159 39,508 35,661
---------- ---------- ----------
Noninterest income:
Net gain on sales of mortgage loans
and mortgage servicing rights 1,208 1,338 1,628
Net gain on sales of investment securities 54 1,344 439
Loan fees 757 693 561
Other fee income 3,716 2,999 2,460
Other 360 491 --
---------- ---------- ----------
Total noninterest income 6,095 6,865 5,088
---------- ---------- ----------
Noninterest expense:
Salaries and employee benefits 14,061 13,036 11,618
Buildings and equipment 4,586 4,193 4,124
Professional services 1,518 1,103 1,488
Information processing 2,470 2,296 1,654
Insurance 333 264 324
Expenses, gains and losses on,
and write-downs of, foreclosed property 486 350 609
Amortization of intangible assets 2,631 1,724 780
Other 3,986 5,212 3,767
---------- ---------- ----------
Total noninterest expense 30,071 28,178 24,364
---------- ---------- ----------
Income before provision for income taxes 20,183 18,195 16,385
Provision for income taxes (Note 9) 7,491 7,130 6,672
---------- ---------- ----------
Net income $ 12,692 $ 11,065 $ 9,713
========== ========== ==========
Earnings per share - basic $ 1.67 $ 1.46 $ 1.30
========== ========== ==========
Earnings per share - diluted $ 1.63 $ 1.41 $ 1.25
========== ========== ==========
Weighted average number of shares - basic 7,616,547 7,563,859 7,497,944
========== ========== ==========
Weighted average number of shares - diluted 7,790,822 7,840,213 7,795,405
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
35
<PAGE>
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Years ended December 31, 1999, 1998 and 1997
------------------------------------------------------------------------------------
Accumulated
Additional Other
Comprehensive Common Paid in Retained Treasury Comprehensive
Income Stock Capital Earnings Stock Income Total
------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 $ 941 $ 74,408 $ 23,727 $ (15,842) $ (93) $ 83,141
Comprehensive income:
Net income $ 9,713 ---- ---- 9,713 ---- ---- 9,713
Other comprehensive income:
Unrealized securities gains,
net of $907 of tax expense,
arising during the period 1,320
Less: reclassifcation adjustment
for security gains included in
net income, net of $179 tax expense 260
----------------
Total other comprehensive income 1,060 ---- ---- ---- ---- 1,060 1,060
----------------
Total comprehensive income $ 10,773
================
Cash dividends declared ---- ---- (3,755) ---- ---- (3,755)
Stock options exercised 11 895 ---- ---- ---- 906
------------------------------------------- ---------------------
Balance at December 31,1997 $ 952 $ 75,303 $ 29,685 $ (15,842) $ 967 $ 91,065
Compehensive income:
Net income $ 11,065 ---- ---- 11,065 ---- ---- 11,065
Other comprehensive income:
Unrealized securities gains,
net of $357 tax expense,
arising during the period 554
Less: reclassifcation adjustment
for security gains included in
net income, net of $527 tax expense 817
----------------
Total other comprehensive income (263) ---- ---- ---- ---- (263) (263)
----------------
Total comprehensive income $ 10,802
================
Cash dividends declared ---- ---- (4,391) ---- ---- (4,391)
Common stock repurchases ---- ---- ---- ---- (2,493)
Stock options exercised 19 2,080 ---- (2,493) ---- 2,099
-----------------------------------------------------------------
Balance at December 31, 1998 $ 971 $ 77,383 $ 36,359 $ (18,335) $ 704 $ 97,082
=================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
36
<PAGE>
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(CONTINUED)
<TABLE>
<CAPTION>
Years ended December 31, 1999, 1998 and 1997
----------------------------------------------------------------------------------------------
Accumulated
Additional Other
Comprehensive Common Paid in Retained Treasury Comprehensive
Income Stock Capital Earnings Stock Income Total
----------------------------------------------------------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 $ 971 $ 77,383 $ 36,359 $ (18,335) $ 704 $ 97,082
Compehensive income:
Net income $ 12,692 ---- ---- 12,692 ---- ---- 12,692
Other comprehensive income:
Unrealized securities losses,
net of $7,496 tax benefit,
arising during the period (12,701)
Less: reclassifcation adjustment
for security gains included in
net income, net of $20 tax expense (34)
----------
Total other comprehensive loss (12,735) ---- ---- ---- ---- (12,735) (12,735)
----------
Total comprehensive loss $ (43)
==========
Cash dividends declared ---- ---- (5,024) ---- ---- (5,024)
Common stock repurchases ---- ---- ---- (909) ---- (909)
Stock options exercised 4 468 ---- ---- ---- 472
------ --------- --------- --------- --------- ---------
Balance at December 31, 1999 $ 975 $ 77,851 $ 44,027 $ (19,244) $ (12,031) $ 91,578
====== ========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
37
<PAGE>
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended December 31,
1999 1998 1997
---------- ----------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 12,692 $ 11,065 $ 9,713
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 2,400 1,440 2,040
Provision for depreciation and amortization 2,082 1,963 1,900
Gain on sale of foreclosed property (90) (373) (502)
Write-down of foreclosed property -- 16 35
Amortization of investment securities discounts and premiums, net 871 1,192 511
Amortization of intangible assets 2,631 1,724 780
Provision for deferred (prepaid) income taxes (1,571) (88) 2,294
Proceeds from sales of mortgage loans and mortgage servicing rights 63,820 111,618 96,821
Mortgage loans originated for sale (63,100) (101,039) (98,085)
Realized gains on sales of investment securities (54) (1,344) (439)
Realized gains on sales of mortgage loans and mortgage servicing rights, net (1,208) (1,338) (1,628)
Increase (decrease) in accrued interest receivable 498 (1,086) (2,114)
Decrease (increase) in other assets (844) 4,545 (1,559)
Increase (decrease) in other liabilities 7,691 (4,453) 947
--------- --------- ---------
Net cash provided by operating activities 25,818 23,842 10,714
--------- --------- ---------
Cash flows from investing activities:
Acquisition of branch assets and assumed deposit liabilities,
net of cash acquired -- 65,033 --
Proceeds from sales of available-for-sale securities 20,006 209,926 71,043
Proceeds from maturities and principal payments of available-for-sale securities 77,529 70,002 38,547
Proceeds from maturities and principal payments of held-to-maturity securities -- 36,771 21,071
Purchases of available-for-sale securities (206,750) (251,087) (145,407)
Purchases of held-to-maturity securities -- (21,892) (96,125)
Purchases of Federal Home Loan Bank stock -- (182) (4,286)
Purchase of a Federal Home Loan Bank certificate of deposit -- -- (17,244)
Loans originated and purchased, net of principal collected (82,630) 31,411 (16,651)
Purchase of bank owned life insurance (15,000) -- --
Proceeds from sales of foreclosed property 2,612 3,795 4,910
Purchases of bank premises and equipment (1,059) (911) (836)
--------- --------- ---------
Net cash provided by (used in) investing activities (205,292) 142,866 (144,978)
--------- --------- ---------
Cash flows from financing activities:
Net increase in demand deposits, NOW accts and savings accounts 41,202 70,097 56,579
Net increase (decrease) in term deposits 26,864 (20,023) (3,210)
Net decrease in borrowed funds with maturities of three months or less (12,132) (73,298) (49,869)
Proceeds from borrowed funds with maturities in excess of three months 159,195 158,000 159,000
Repayments of borrowed funds with maturities in excess of three months (79,600) (229,162) (40,532)
Increase (decrease) in mortgagors' escrow accounts 460 141 (555)
Dividends paid (4,863) (4,228) (3,591)
Stock options exercised 472 2,099 906
Common stock repurchases (909) (2,493) --
--------- --------- ---------
Net cash provided by (used in) financing activities 130,689 (98,867) 118,728
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (48,785) 67,841 (15,536)
Cash and cash equivalents at beginning of the year 90,383 22,542 38,078
--------- --------- ---------
Cash and cash equivalents at end of the year $ 41,598 $ 90,383 $ 22,542
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
38
<PAGE>
FIRST ESSEX BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------
1999 1998 1997
--------- -------- ----------
(Dollars in thousands)
<S> <C> <C> <C>
Supplemental disclosures of cash flow information:
Interest paid during the year $ 50,431 $ 52,320 $ 51,666
Income taxes paid during the year 7,881 7,240 7,247
Supplemental schedule of noncash financing and investing activities:
Real estate acquired through, or deeds in lieu of, foreclosure 2,394 961 1,445
Held-to-maturity securities reclassified to available-for-sale (Note 1) -- 162,861 --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
39
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of First Essex
Bancorp, Inc. ("the Company"), and its sole subsidiary, First Essex Bank, FSB
("the Bank"). All significant intercompany balances have been eliminated in
consolidation.
USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of income and expenses during the reporting periods.
Operating results in the future could vary from the amounts derived from
management's estimates and assumptions.
INVESTMENT SECURITIES
Investments in debt securities may be classified as held-to-maturity and
measured at amortized cost only if the Company has the positive intent and
ability to hold such securities to maturity. Investments in debt securities that
are not classified as held-to-maturity and equity securities that have readily
determinable fair values are classified as trading securities or
available-for-sale securities. Trading securities are investments purchased and
held principally for the purpose of selling in the near term; available-for-sale
securities are investments not classified as trading or held-to-maturity.
Unrealized holding gains and losses for trading securities are included in
earnings; unrealized holding gains and losses for available-for-sale securities
are reported in comprehensive income and as a separate component of
stockholders' equity.
During the second quarter of 1998, the Company reclassified to
available-for-sale all securities previously classified as held-to-maturity.
This reclassification was the result of an analysis of the strategic
alternatives for the securities portfolio. Under Securities and Exchange
Commission guidelines, this reclassification prohibits the Company from
classifying securities as held-to-maturity for a period of at least two years.
The amortized cost basis of the held-to-maturity securities transferred to the
available-for-sale classification was $162.3 million. Subsequent to this
reclassification, and as part of a balance sheet realignment, approximately $231
thousand of gains on sale of some of these transferred investment securities
were realized. Also as a result of this reclassification, approximately $612
thousand of unrealized gains, net of $408 thousand of tax expense, were
reflected in other comprehensive income and on the Statement of Stockholders'
Equity.
Dividend and interest income, including amortization of premiums and discounts,
is included in earnings for all categories of investment securities. Discounts
and premiums related to debt securities are amortized using a method that
approximates the level-yield method, adjusted for estimated prepayments in the
case of mortgage-backed securities. Realized gains and losses on security
transactions are computed using the specific identification method.
40
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
LOANS RECEIVABLE
Loans are stated at the amount of unpaid principal, net of the allowance for
loan losses, unearned discounts and unearned net loan origination fees. Loan
origination fees, discounts and certain direct loan origination costs are
deferred and amortized as an adjustment to the related loan yield over the
contractual life of the loan. When loans are sold or fully repaid, the
unamortized fees, discounts and costs are recognized in income.
Interest on loans is included in income as earned based upon interest rates
applied to unpaid principal. Interest is not accrued on loans 90 days or greater
past due or on other loans when management believes collection is doubtful.
Loans considered impaired, as defined below, are nonaccruing. When a loan is
placed on nonaccrual status, all interest previously accrued is reversed against
current-period interest income.
A loan is impaired when, based on current information and events, it is probable
that the Bank will be unable to collect all amounts due in accordance with the
contractual terms of the loan agreement. All loans are individually evaluated
for impairment, except for smaller balance homogeneous residential and consumer
loans which are evaluated in aggregate, according to the Bank's normal loan
review process, including overall credit evaluation, nonaccrual status and
payment experience. Loans identified as impaired are further evaluated to
determine the estimated extent of impairment.
Impaired loans are measured based on the present value of expected future cash
flows discounted at each loan's effective interest rate or, as a practical
expedient, at each loan's observable market price or the fair value of the
collateral if the loan is collateral-dependent. For collateral-based loans, the
extent of impairment is the shortfall, if any, between the collateral value,
less costs to dispose of such collateral, and the carrying value of the loan.
The allowance for loan losses is based on management's estimate of the amount
required to reflect the risks in the loan portfolio, based on circumstances and
conditions known or anticipated at each reporting date. The methodology for
assessing the appropriateness of the allowance consists of a review of the
following three key elements:
o A formula allowance for the various loan portfolio classifications,
o A valuation allowance for loans identified as impaired, and
o The unallocated allowance.
The formula allowance is a percentage-based reflection of historical loss
experience and assigns required allowance allocations by loan classification
based on a fixed percentage of all outstanding loan balances and commitments to
extend credit. The formula allowance employs a risk-rating model that grades
loans based on general characteristics of credit quality and relative risk. As
credit quality becomes more suspect, so-called "watch list" loans, the risk
rating and allocation percentage increase. The sum of these allocations comprise
the Company's "formula" or "general" allowance.
The Company also has "valuation" allowances for impaired loans. When impaired
loans are evaluated, if the difference between the net present value of the
impaired loan (or fair value of the collateral if the loan is
collateral-dependent) is lower than the recorded investment of the loan, the
shortfall is provided to expense with a resulting "valuation" allowance.
In addition to the formula and valuation components, there is an unallocated
allowance that is based on the Company's credit policy and consists of an amount
that is at least 20% to 25% of the formula and valuation allowances. This
element recognizes the estimation risks associated with the formula model and
the valuation allowance. It is further adjusted for qualitative factors
including, among others, general economic and business conditions, credit
quality trends, loan volumes and concentrations and specific industry conditions
within portfolio segments.
41
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
There are inherent uncertainties with respect to the final outcome of loans and
nonperforming loans. Because of these inherent uncertainties, actual losses may
differ from the amounts reflected in these consolidated financial statements.
Factors considered in evaluating the adequacy of the allowance include previous
loss experience, current economic conditions and their effect on borrowers, the
performance of individual loans in relation to contract terms, and the estimated
fair values of underlying collateral. Losses are charged against the allowance
when management believes the collectibility of principal is doubtful.
Key elements of the above estimates, including assumptions used in independent
appraisals, are dependent upon the economic conditions prevailing at the time of
the estimates. Accordingly, uncertainty exists as to the final outcome of
certain of the valuation judgments as a result of economic conditions in the
region. The inherent uncertainties in the assumptions relative to projected
sales prices or rental rates may result in the ultimate realization of amounts
on certain loans that are significantly different from the amounts reflected in
these consolidated financial statements.
Mortgage loans held-for-sale are carried at the lower of aggregate cost or fair
value. Gains and losses on sales of mortgage loans are recognized at the time of
sale.
MORTGAGE SERVICING RIGHTS
The transfer of financial assets in which the Company surrenders control over
those financial assets is accounted for as a sale to the extent that
consideration other than beneficial interests in the transferred assets is
received in exchange. Each time the Company undertakes an obligation to service
financial assets it recognizes either a servicing asset or a servicing liability
for that contract, unless it securitizes the asset, retains all of the
securities, and classifies them as debt securities held-to-maturity. The
carrying amount of capitalized mortgage-servicing rights at December 31, 1999
and 1998 was $77,000 and $104,000 respectively. Amortization of these rights
totaled $27,000 and $26,000 for the years ended December 31, 1999 and 1998,
respectively.
FORECLOSED PROPERTY
Collateral acquired through foreclosure is recorded at the lower of cost or fair
value, less estimated costs to sell, at the time of acquisition. The excess, if
any, of the loan balance over the fair value of the property at the time of
transfer from loans to foreclosed property is charged to the allowance for loan
losses. Subsequent impairments in the fair value of foreclosed property are
charged to expense in the period incurred. Net operating income or expense
related to foreclosed property is included in noninterest expense in the
accompanying consolidated statements of operations. Because of current market
conditions, there are inherent uncertainties in the assumptions with respect to
the estimated fair value of foreclosed property. Because of these inherent
uncertainties, the amount ultimately realized on foreclosed property may differ
from the amounts reflected in the consolidated financial statements.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand, amounts due from banks,
interest-bearing deposits, federal funds sold and investments with original
maturities of less than three months.
42
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
BANK PREMISES AND EQUIPMENT
Real estate held for banking purposes, leasehold improvements and furniture and
fixtures are stated at cost, less accumulated depreciation and amortization.
Depreciation is computed principally on the straight-line method over estimated
service lives. Amortization of leasehold improvements is computed on the
straight-line method over the shorter of the estimated useful lives of the
assets or the related lease term. Expenditures for maintenance, repairs and
renewals of minor items are charged to expense as incurred.
Bank premises and equipment are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Based on its review, the Company does not believe that any
material impairment of its long-lived assets has occurred. Long-lived assets to
be disposed of are reported at the lower of the carrying amount or fair value
less cost to sell.
INTANGIBLE ASSETS
Intangible assets, comprised of goodwill and a core deposit premium, represent
the excess of the purchase price over the fair value of net assets acquired in
the acquisition of Finest Financial Corp. in 1996 and the 1998 branch
acquisition (Note 3). Goodwill is being amortized on a straight-line basis over
15 and 20 years, respectively. The core deposit premium is being amortized over
an eight-year period on an accelerated basis. The Company periodically evaluates
the realizability of intangible assets based on expectations of nondiscounted
future cash flows of the related acquired entity and branches. If the sum of the
nondiscounted future cash flows is less than the carrying amount of the
intangible asset, the Company would recognize an impairment loss. At December,
1999, the Company has not recorded any impairment of its intangible assets.
INCOME TAXES
The Company records income taxes under the liability method. Under this method,
deferred tax assets and liabilities are established for the temporary
differences between the accounting bases and the tax bases of the Company's
assets and liabilities. Deferred taxes are measured using enacted tax rates that
are expected to be in effect when the amounts related to such temporary
differences are realized or settled. The Company's deferred tax asset is
reviewed quarterly and adjustments are recognized in the provision for income
taxes based on management's judgments relating to realizability.
OTHER ASSETS
Other assets include a $21 million long term fixed rate certificate of deposit
with the FHLB and $15 million of Bank owned life insurance ("BOLI") policies at
December 31, 1999. The certificate of deposit was purchased at a discount and
this discount is accreted to income quarterly resulting in carrying amounts of
$17.5 million and $17.4 million at December 31, 1999 and 1998, respectively.
BOLI policies provide life insurance on the lives of certain employees. The
Company is the beneficiary of the insurance. Increases in the cash value of the
policies, as well as insurance proceeds received, are recorded in other income,
and are not subject to income taxes if certain conditions are met.
43
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
EARNINGS PER SHARE
Basic EPS amounts have been computed by dividing reported earnings available to
common shareholders by the weighted average number of common and common
equivalent shares outstanding during the year. Dilutive EPS amounts have been
computed using the weighted average number of common and common equivalent
shares and the dilutive potential common shares (stock options outstanding and
exercisable) outstanding during the year. Included in diluted EPS are 174,275,
276,354 and 297,461 dilutive potential common shares for 1999, 1998 and 1997,
respectively. Excluded from diluted earnings per share were options to purchase
494,544, 308,566 and 0 shares in 1999, 1998 and 1997, respectively. These shares
were excluded as the exercise price was greater than the average market price of
the common shares during the respective years.
COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all non-owner related
changes in a company's equity including, among other things, unrealized gains
and losses on investment securities classified as available-for-sale. Other
comprehensive income refers to revenues, expenses, gains, and losses that under
generally accepted accounting principles are included in comprehensive income
but excluded from net income. Gains on investment securities that were realized
and included in net income of the current period that also had been included in
other comprehensive income as unrealized holding gains in the period in which
they arose are deducted through other comprehensive income of the period in
which they are included in net income to avoid including them in comprehensive
income twice.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1998 and 1997 consolidated
financial statements to conform to the 1999 presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". The
statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded on the balance sheet as either an asset or
liability measured at its fair value. The statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting.
Statement 133 as amended by SFAS No. 137 is effective for fiscal years beginning
after June 15, 2000. A company may also implement the statement as of the
beginning of any fiscal quarter after issuance (that is, fiscal quarters
beginning June 16, 1998 and thereafter). Statement 133 cannot be applied
retroactively. Statement 133 must be applied to (a) derivative instruments and
(b) certain derivative instruments embedded in hybrid contracts that were
issued, acquired, or substantively modified after December 31, 1997 (and, at the
Company's election, before January 1, 1998).
The Company has not yet quantified the impact of adopting SFAS No. 133 on its
financial statements, and has not determined the timing or method of the
adoption of the statement. The adoption of SFAS No. 133 could have the effect of
increasing volatility in reported earnings and accumulated other comprehensive
income.
44
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
In October 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained After the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise." The statement requires that after the
securitization of mortgage loans held for sale, a company engaged in mortgage
banking activities classify the resulting mortgage-backed securities or other
retained interests based on its ability and intent to sell or hold those
investments. The statement did not have a material impact on the Company's
financial condition or results of operations.
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed of Obtained for Internal Use." SOP 98-1 requires computer
software costs associated with internal software to be expensed as incurred
until certain capitalization criteria are met. The company adopted SOP 98-1 on
January 1, 1999 and the adoption of SOP 98-1 did not have a material impact on
the Company's financial statements.
In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities." This position statement requires all costs associated with
pre-opening, pre-operating and organization activities to be expensed as
incurred. The Company adopted SOP 98-5 on January 1, 1999, and the adoption did
not have a material impact on the Company's financial condition or results of
operations.
2. BUSINESS SEGMENTS
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for reporting
operating segments of a business enterprise and descriptive information about
the operating segments in financial statements. Operating segments are
components of an enterprise, which are evaluated regularly by the chief
operating decision-maker in deciding how to allocate resources and in assessing
performance. The Company's chief operating decision-maker is the Chief Executive
Officer and Chairman of the Board of the Company. The adoption of SFAS No. 131
did not have a material effect on the Company's primary financial statements,
but did result in the disclosure of segment information contained herein. The
Company has identified its reportable operating business segment as Community
Banking, based on the products and services provided to its customers.
The Company's community banking business segment consists of commercial banking
and retail banking. The community-banking segment is managed as a single
strategic unit and derives its revenues from a wide range of banking services,
including lending activities, and the acceptance of demand, savings and time
deposits.
Nonreportable operating segments of the Company's operations which do not have
similar characteristics to the community banking operations and do not meet the
quantitative thresholds requiring disclosure, are included in the other category
in the disclosure of business segments below. The nonreportable segment
represents the holding company financial information (Note 17).
The accounting policies used in the disclosure of business segments are the same
as those described in the summary of significant accounting policies (Note 1).
The consolidation adjustments reflect certain eliminations of intersegment
revenue, cash and investments in subsidiaries.
45
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<TABLE>
Consolidation
Community Adjustments
Banking Other and Eliminations Consolidated
------- ----- ---------------- ------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
December 31, 1999
Investment securities $ 455,220 $ ----- $ ----- $ 455,220
Net loans 800,946 ----- ----- 800,946
Long-lived assets 65,292 ----- ----- 65,292
Total assets 1,377,265 44,171 (44,118) 1,377,318
Total deposits 1,002,985 ----- (224) 1,002,761
Borrowed funds 268,962 ----- ----- 268,962
Total liabilities 1,285,956 1,408 (1,624) 1,285,740
Total interest income 96,736 16 (10) 96,742
Total interest expense 50,193 ----- (10) 50,183
Net interest income 46,543 16 ----- 46,559
Provision for loan losses 2,400 ----- ----- 2,400
Total noninterest income 6,095 ----- ----- 6,095
Total noninterest expense 30,076 (5) ----- 30,071
Provision for income taxes 7,449 42 ----- 7,491
Net income 12,713 (21) ----- 12,692
December 31, 1998
Investment securities 367,019 ----- ----- 367,019
Net loans 722,622 ----- ----- 722,622
Long-lived assets 53,497 ----- ----- 53,497
Total assets 1,246,213 49,856 (48,055) 1,248,014
Total deposits 935,424 ----- (729) 934,695
Borrowed funds 201,499 ----- ----- 201,499
Total liabilities 1,149,950 1,711 (729) 1,150,932
Total interest income 93,456 112 (108) 93,460
Total interest expense 52,620 ----- (108) 52,512
Net interest income 40,836 112 ----- 40,948
Provision for loan losses 1,440 ----- ----- 1,440
Total noninterest income 6,720 145 ----- 6,865
Total noninterest expense 28,178 ----- ----- 28,178
Provision for income taxes 7,022 105 3 7,130
Net income 10,916 152 (3) 11,065
December 31, 1997
Investment securities 411,899 ----- ----- 411,899
Net loans 708,145 ----- ----- 708,145
Long-lived assets 38,827 ----- ----- 38,827
Total assets 1,197,128 54,400 (54,069) 1,197,459
Total deposits 752,114 ----- (7,792) 744,322
Borrowed funds 343,557 ----- ----- 343,557
Total liabilities 1,112,722 1,465 (7,793) 1,106,394
Total interest income 89,945 473 (340) 90,078
Total interest expense 52,717 ----- (340) 52,377
Net interest income 37,228 473 ----- 37,701
Provision for loan losses 2,040 ----- ----- 2,040
Total noninterest income 5,088 ----- ----- 5,088
Total noninterest expense 24,379 (15) ----- 24,364
Provision for income taxes 6,473 199 ----- 6,672
Net income 9,424 289 ----- 9,713
</TABLE>
46
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
3. BRANCH ACQUISITION
Pursuant to a Purchase and Assumption Agreement, the Company purchased certain
assets from and assumed certain deposit liabilities relating to five branch
offices of another financial institution on June 19 and June 26, 1998. The
purchase price was allocated to assets acquired and liabilities assumed based on
estimates of fair value at the date of acquisition. The assets acquired
consisted of approximately $63.9 million of loans, fixed and other assets, real
property related to the owned branches and cash at the branches. The premium, or
the excess of the purchase price over the fair value of assets acquired, was
approximately $15.1 million. Of this premium, approximately $10.5 million was
allocated to a core deposit intangible (CDI) and the resulting residual amount,
approximately $4.6 million, was recorded as goodwill. CDI will be amortized over
eight years on a 125% declining balance method while the goodwill will be
amortized over a twenty year life on a straight line basis.
Because the acquisition of the branches represents the acquisition of assets and
does not represent the acquisition of a business, separate entity or subsidiary,
no pro forma financial information is presented. Because the deposit liabilities
assumed exceed the assets acquired, there was a cash payment made to the Company
as a result of this transaction.
The following is a summarization of the components of the transaction based on
estimates of fair value at the date of acquisition (in thousands):
<TABLE>
<S> <C>
Loans, net $ 60,425
Bank premises and equipment 2,222
Core deposit intangible 10,544
Goodwill 4,580
Prepaid expenses and other assets 434
Deposit and repurchase agreement liabilities assumed (142,701)
Accrued expenses and other liabilities (537)
---------
Net cash received $ 65,033
=========
</TABLE>
4. INVESTMENT SECURITIES
Investment securities at December 31,1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------------------------------- --------------------------------------------
AMORTIZED UNREALIZED FAIR Amortized Unrealized Fair
COST GAINS LOSSES VALUE Cost Gains Losses Value
------------ ------------ ---------- ---------- ------------ ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment securities (Dollars in thousands)
available-for-sale:
U.S. government and
agency obligations $ 117,620 --- $ (3,639) $113,981 $ 98,145 $ 1,977 --- $ 100,122
Mortgage-backed securities 324,717 --- (14,714) 310,003 244,938 (855) 244,083
---
Other bonds and obligations 10,783 --- (726) 10,057 1,637 (2) 1,635
---
------------ ------------ ---------- ---------- --------- -------------- --------- ---------
Total investment securities $ 453,120 --- $(19,079) $434,041 $344,720 $ 1,977 $ (857) $ 345,840
------------ ------------ ---------- ---------- --------- -------------- --------- ---------
------------ ------------ ---------- ---------- --------- -------------- --------- ---------
</TABLE>
At December 31, 1999 and 1998, U.S. government obligations and mortgage-backed
securities with amortized cost of $56,492,000 and $82,995,000, respectively, and
fair value of $54,715,000 and $83,307,000, respectively, were pledged to
collateralize certain borrowings, deposit accounts and repurchase agreements.
For the year ended December 31, 1999, there were realized gross gains of $54,000
from the sale of investment securities available-for-sale. For the years ended
December 31, 1998 and 1997, there were realized gains before taxes from the sale
of investment securities of approximately $1,344,000 and $439,000, respectively.
47
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The following table shows the maturity distribution of the amortized cost of the
Company's investment securities at December 31, 1999.
<TABLE>
<CAPTION>
LESS THAN GREATER THAN GREATER THAN
1 YEAR 1-5 YEARS 5-10 YEARS 10 YEARS TOTAL
---------- ---------- ------------ ------------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Investment securities available-for-sale:
U.S. government and
agency obligations $ 5,026 $ 25,097 $ 86,941 $ 556 $117,620
Mortgage-backed securities (1) 34,756 102,790 115,531 71,640 324,717
Other bonds and obligations 422 994 6,729 2,638 10,783
-------- -------- -------- -------- --------
$ 40,204 $128,881 $209,201 $ 74,834 $453,120
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
(1) Maturities of mortgage-backed securities are based on contractual
maturities with scheduled amortization based on expected prepayments.
Actual maturities will differ from the scheduled maturities due to the
timing of actual prepayments.
The following table shows the maturity distribution of the fair value of the
Company's investment securities at December 31, 1999.
<TABLE>
<CAPTION>
LESS THAN GREATER THAN GREATER THAN
1 YEAR 1-5 YEARS 5-10 YEARS 10 YEARS TOTAL
---------- ---------- ------------ ------------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Investment securities available-for-sale:
U.S. government and
agency obligations $ 4,961 $ 24,875 $ 83,589 $ 556 $113,981
Mortgage-backed securities (1) 33,670 99,210 110,256 66,867 310,003
Other bonds and obligations 406 981 6,287 2,383 10,057
-------- -------- -------- -------- --------
$ 39,037 $125,066 $200,132 $ 69,806 $434,041
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
(1) Maturities of mortgage-backed securities are based on contractual
maturities with scheduled amortization. Actual maturities will differ from
contractual maturities due to prepayments.
48
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
5. LOANS
Major classifications of loans at December 31, 1999 and 1998 follow:
<TABLE>
<CAPTION>
1999 1998
----------- ------------
(Dollars in thousands)
<S> <C> <C>
Mortgage loans:
Residential $ 140,967 $ 187,417
Commercial 111,272 88,774
Construction 51,353 43,220
----------- ------------
Total mortgage loans 303,592 319,411
----------- ------------
Owner-occupied commercial real estate loans 63,367 62,800
Commercial loans 98,701 89,690
Aircraft loans 107,007 59,657
Consumer loans:
Second Mortgage,Home Equity
& Home Improvement 51,622 59,003
Automobile 180,075 134,613
Other Consumer 4,867 6,143
----------- ------------
Total consumer loans 236,564 199,759
----------- ------------
Less:
Allowance for loan losses (11,339) (11,261)
----------- ------------
$ 797,892 $ 720,056
=========== ============
</TABLE>
The Company's lending activities are conducted principally in eastern
Massachusetts and southern New Hampshire. The Company originates single family
and multifamily residential loans, commercial real estate loans, commercial
loans, aircraft loans, automobile loans and a variety of consumer loans. In
addition, the Company originates loans for the construction of residential
homes, multifamily properties, commercial real estate properties and land
development.
A significant portion of the loans originated by the Company are collateralized
by real estate. The ability and willingness of the single family residential and
consumer borrowers to honor their repayment commitments are generally dependent
on the level of overall economic activity within the geographic areas and real
estate values. The ability and willingness of commercial real estate, commercial
and construction loan borrowers to honor their repayment commitments are
generally dependent on the health of the real estate economic sector in the
borrowers' geographic areas, the borrowers' financial conditions and the economy
in general.
49
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
A summary of changes in the allowance for loan losses for the years ended
December 31, 1999, 1998 and 1997 follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------- -------------- --------------
(Dollars in thousands)
<S> <C> <C> <C>
Balance at beginning of year $ 11,261 $ 10,570 $ 10,538
Acquired allowance - Branch (Note 3) --- 765 ---
Provision for loan losses 2,400 1,440 2,040
Charge-offs (3,234) (3,546) (2,826)
Recoveries 912 2,032 818
-------------- -------------- --------------
Balance at end of year $ 11,339 $ 11,261 $ 10,570
============== ============== ==============
</TABLE>
The Company considers a loan impaired if it is 90 days or more past due as to
principal and interest, or if management's credit risk assessment determines
that it is probable that principal and interest will not be collected as
contractually scheduled. In addition, loans that are restructured at market
rates and comparable to loans with similar risks are considered impaired only in
the year of the restructuring, so long as they continue to perform according to
the restructured terms. Excluded from the impaired category, but otherwise
considered nonaccruing loans, are small balance homogeneous loans that are
ninety days or more past due. Small balance homogeneous loans include
residential mortgage loans, residential construction loans to individuals
(excluding builder construction loans) and consumer loans. The Company evaluates
a loan's level of impairment by measuring the net present value of the expected
future cash flows using the loan's original effective interest rate, or
considering the fair value of the collateral if the loan is collateral
dependent. When the difference between the net present value of the impaired
loan (or fair value of the collateral if the loan is collateral dependent) is
lower than the recorded investment of the loan, the difference is provided to
expense with a resulting valuation allowance.
50
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The following table indicates the recorded investment in nonperforming assets
and the related valuation allowance for impaired loans.
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------------------- ------------------------------
Impaired Loan Impaired Loan
Recorded Valuation Recorded Valuation
Investment Allowance (1) Investment Allowance (1)
(Dollars in thousands)
<S> <C> <C> <C> <C>
Impaired Loans
Requiring a valuation allowance $ 312 $ 229 $ 493 $ 393
Not requiring a valuation allowance 242 ---- 1,619 ----
---------- -------------- ----------- --------------
554 229 2,112 393
Restructured Loans 303 75 447 154
---------- -------------- ----------- --------------
Total impaired 857 $ 304 $2,559 $ 547
---------- ============== ----------- ==============
Residential Mortgage 1,187 1,526
Other 1,381 1,414
---------- -----------
Total nonaccruing loans 3,425 5,499
Foreclosed property, net 447 575
---------- -----------
Total nonperforming assets $3,872 $6,074
========== ===========
Percentage of nonperforming assets
to total assets 0.28% 0.49%
Percentage of allowance for loan losses
to nonaccruing loans 331.1% 204.8%
</TABLE>
(1) The valuation allowance for impaired loans is included in the allowance for
loan losses on the balance sheet.
The average recorded investment in impaired loans was approximately $1.3 million
in 1999, $3.0 million in 1998 and $2.6 million in 1997. Interest income
recognized on impaired loans, using the cash basis of income recognition,
amounted to approximately $96,000 for the year ended December 31, 1999 compared
to $265,000 in 1998 and $293,000 in 1997.
The maximum amount of aggregate loans to directors, executive officers and
principal stockholders for the year ended December 31, 1999 was less than 5% of
stockholders' equity.
At December 31, 1999 and 1998, the Bank was servicing loans sold to the Federal
National Mortgage Association, Federal Home Loan Mortgage Corporation,
Massachusetts Home Finance Agency and various other banks and institutions on a
nonrecourse basis (except as discussed in Note 11), in the amount of $25,996,000
and $23,249,000, respectively. The amount of loans sold and serviced for others
is not included in loans receivable.
51
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
6. BANK PREMISES AND EQUIPMENT
A summary of bank premises and equipment at December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
Estimated Useful
1999 1998 Life
---------- ----------- -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Land $ 1,595 $ 1,595
Buildings 9,050 8,965 20 to 30 years
Leasehold improvements 5,411 5,402 1 to 13 years
Furniture and fixtures 11,552 10,587 3 to 10 years
---------- -----------
27,608 26,549
Less accumulated depreciation
and amortization 16,916 14,834
---------- -----------
$10,692 $11,715
========== ===========
</TABLE>
Depreciation and amortization expense was $2,082,000, $1,963,000, and $1,900,000
for 1999, 1998 and 1997, respectively.
7. DEPOSITS
A summary of deposits at December 31, 1999 and 1998 follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
(Dollars in thousands)
<S> <C> <C>
Personal and business checking
accounts (noninterest-bearing) $ 96,855 $ 92,965
NOW accounts 54,414 53,735
Money market accounts 95,680 96,773
Savings accounts 264,165 226,439
Time deposits 491,647 464,783
---------- ----------
$1,002,761 $ 934,695
========== ==========
</TABLE>
The following is a summary of original maturities of time deposits as of
December 31, 1999:
<TABLE>
<S> <C>
2000 $ 286,008
2001 92,511
2002 76,756
2003 5,503
2004 12,659
Thereafter 18,210
------------
$ 491,647
============
</TABLE>
52
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
At December 31, 1999 and 1998, time deposits in denominations of $100,000 and
over totaled $118,682,000 and $71,111,000, respectively.
8. BORROWED FUNDS
Borrowed funds at December 31, 1999 and 1998 are summarized below:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
(Dollars in thousands)
<S> <C> <C>
Due during 1999, interest rates from 4.99% to 6.43% $ --- $ 77,000
Due during 2000, interest rates from 5.29% to 6.52% 202,372 78,149
Due during 2001, interest rates from 6.54% to 6.58% 3,185 3,454
Due during 2004, interest rates at 4.80% 10,000 ---
Due during 2005 to 2019, interest rates from 4.88% to 7.25% 23,120 2,979
Repurchase agreements 30,285 39,917
------------- -------------
$ 268,962 $ 201,499
============= =============
</TABLE>
Total lines of credit available under both short-term and long-term borrowings
from the FHLB are dependent upon the amount of FHLB stock owned and other assets
available as collateral. Total credit available was $417,064,000, of which
$178,387,000 was unused at December 31, 1999. The advances from the FHLB are
secured by all FHLB stock (book value of $19,985,000 at both December 31, 1999
and 1998) and a pledge of certain assets as collateral. Repurchase agreements
outstanding at December 31, 1999 mature in three months or less with average
interest rates of 4.35% and are secured by certain U.S. government and agency
securities.
9. INCOME TAXES
The provision for income taxes for each of the three years in the period ended
December 31, 1999 consists of the following:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C>
Current $ 9,062 $ 7,218 $ 4,378
Deferred (prepaid) (1,571) (88) 2,294
------------ ------------ ------------
$ 7,491 $ 7,130 $ 6,672
============ ============ ============
</TABLE>
53
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The difference between the total expected provision for income taxes computed by
applying the statutory federal income tax rate to income before provision for
income taxes and the recorded provision for income taxes for the three years in
the period ended December 31, 1999 follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C>
Provision at statutory rate $ 7,064 $ 6,369 $ 5,571
State taxes, net of federal benefit 570 511 1,181
Goodwill amortization 275 273 265
Nondeductible expenses 14 5 10
Tax exempt interest (313) (10) (14)
Dividend received deduction (12) (25) (39)
Tax Credits (107) (107) (101)
Other, net --- 114 (201)
------------ ------------ ------------
Provision for income taxes $ 7,491 $ 7,130 $ 6,672
============ ============ ============
</TABLE>
In August of 1996, Congress passed the Small Business Job Protection Act of
1996. Included in the bill was the repeal of IRC Section 593, which allowed
thrift institutions special provisions in calculating bad debt deductions for
income tax purposes. Thrift institutions are now viewed as commercial banks for
income tax purposes. The repeal is effective for tax years after December 31,
1995.
One effect of this legislative change was to suspend the Bank's bad debt reserve
for income tax purposes as of its base year (October 31, 1988). Any bad debt
reserve in excess of the base year amount is subject to recapture over a
six-year time period. The suspended (i.e. base year) amount is subject to
recapture upon the occurrence of certain events, such as a complete or partial
redemption of the Bank's stock or if the Bank ceases to qualify as a bank for
income tax purposes.
At December 31, 1999, the Bank's surplus includes approximately $7,700,000 of
bad debt reserves, representing the base year amount, for which income taxes
have not been provided. Since the Bank does not intend to use the suspended bad
debt reserve for purposes other than to absorb the losses for which it was
established, deferred taxes in the amount of $3,183,000 have not been recorded
with respect to such reserve.
The components of the net deferred tax asset (included in other assets in the
accompanying consolidated balance sheet) at December 31, 1999 and 1998 follow:
54
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999 1998
----------- ----------
(Dollars in thousands)
<S> <C> <C>
Allowance for loan losses $ 3,171 $ 2,664
Deferred tax loan loss reserve (726) (1,220)
Depreciation 1,010 687
Deferred compensation 445 384
Pension accrual 256 377
Limited partnership investments (482) (409)
Accretion on bonds (100) (126)
Purchase business combination 125 336
Unrealized losses (gain) on available-for-sale securities 6,421 (376)
State income taxes 2,129 1,090
Intangible assets 356 ---
Other, net (23) 43
----------- ----------
Net deferred tax asset $ 12,582 $ 3,450
=========== ==========
</TABLE>
10. PENSION BENEFITS
The Company has a defined benefit pension plan covering most employees.
Employees are eligible to participate upon the attainment of age 21 and the
completion of one year of service. Benefits are based primarily on years of
service and employees' final five-year average pay. Contributions by the Company
are consistent with the funding requirements of federal law and regulations.
Pension plan assets consist primarily of mutual funds, bonds and government
securities.
The assumptions utilized include a weighted average discount rate of 6.75%,
7.25% and 7.50%, respectively, for the plan years ended in 1999, 1998 and 1997.
The discount rates at October 31, 1999, 1998 and 1997 were 7.75% and 6.75% and
7.25%, respectively. The rate of increase in future compensation levels used in
determining the actuarial present value of the projected benefit obligation was
4.0% in 1999, 1998 and 1997. The expected long-term rate of return on assets was
8.0% in 1999, 1998 and 1997.
55
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The following table sets forth the changes in the plan's benefit obligations and
assets together with the plan's funded status and the amounts recognized in the
Company's consolidated financial statements at December 31, 1999 and 1998 for
the plan's October 31 fiscal year end.
<TABLE>
<CAPTION>
1999 1998
------- -------
(Dollars in thousands)
<S> <C> <C>
CHANGE IN BENEFIT OBLIGATION:
Projected benefit obligation at the beginning of the plan year $ 5,425 $ 4,721
Service cost 587 479
Interest cost 366 343
Actuarial loss (gain) (706) 321
Benefits paid (226) (439)
------- -------
Projected benefit obligation at the end of the plan year $ 5,446 $ 5,425
======= =======
Actuarial present value of vested benefits $ 4,184 $ 3,713
======= =======
Actuarial present value of accumulated benefit obligation $ 4,245 $ 3,841
======= =======
CHANGE IN PLAN ASSETS:
Fair value of plan assets at the beginning of the year $ 6,094 $ 5,738
Return on assets 1,336 458
Contributions 796 337
Benefits paid (226) (439)
------- -------
Fair value of plan assets at the end of the year $ 8,000 $ 6,094
======= =======
RECONCILIATION OF THE FUNDING STATUS OF THE PLAN:
Transition liability $ 63 $ 68
Deferred gain (3,406) (1,926)
Accrued expense 790 1,189
------- -------
Funded status $(2,553) $ (669)
======= =======
</TABLE>
Net periodic pension benefit cost for the years ended December 31, 1999, 1998
and 1997 included the following components:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ----------- -----------
(Dollars in thousands)
<S> <C> <C> <C>
Service cost - benefits earned during the year $ 587 $ 479 $ 436
Interest cost on projected benefit obligation 366 343 307
Expected return on plan assets (487) (459) (778)
Net amortization and deferral (69) (85) 295
------------- ----------- -----------
Net periodic pension cost $ 397 $ 278 $ 260
============= =========== ===========
</TABLE>
The Company has no material postretirement or postemployment benefit
arrangements other than pension benefits with its employees, except as stated in
Note 11.
56
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
11. COMMITMENTS AND CONTINGENCIES
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments, held for purposes other than trading, include
commitments to originate loans, standby letters of credit, recourse arrangements
on sold assets, unadvanced portions of construction loans and forward
commitments. The instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the accompanying
consolidated balance sheets. The contract or notional amounts of these
instruments reflect the extent of involvement the Company has in particular
classes of financial instruments.
The Company's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments, standby letters of
credit and recourse arrangements is represented by the contractual amount of
those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance sheet
instruments. For forward commitments, the contract or notional amounts do not
represent exposure to credit loss. The Company controls the credit risk of its
forward commitments through credit approvals, limits and monitoring procedures.
Financial instruments with off-balance sheet risk at December 31, 1999 and 1998
follow:
<TABLE>
<CAPTION>
Contractual Amount
---------------------------------
1999 1998
------------- -----------
(Dollars in thousands)
<S> <C> <C>
Commitments to originate loans $ 42,400 $ 27,389
Unused lines of credit 39,121 70,177
Commercial and standby letters of credit 14,026 11,807
Loans sold with recourse 866 1,356
Unadvanced portions of
construction loans 32,655 28,400
Forward commitments 3,054 2,566
</TABLE>
Commitments to originate loans are agreements to lend to customers provided
there are no violations of any conditions established in the contracts.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Company evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Company upon extension of credit, is based upon
management's credit evaluation of the borrower.
Standby letters of credit are conditional commitments issued by the Company to
guarantee the performance by a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loan facilities to customers.
57
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
LEASE COMMITMENTS
The Company has operating leases on twelve of its facilities. Most of the leases
have renewal options. Total rent expense under these leases for 1999, 1998 and
1997 was $1,039,000, $918,000 and $853,000, respectively.
The following is a schedule of future minimum lease payments for operating
leases (dollars in thousands):
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
2000 $ 1,305
2001 1,338
2002 1,173
2003 1,105
2004 973
Thereafter 673
-----------
Total future minimum lease payments $ 6,567
===========
</TABLE>
EMPLOYMENT AND TERMINATION AGREEMENTS
The Company and the Bank have entered into employment agreements with two
executive officers. Each employment agreement is for a three-year term,
commencing on January 1, 1997, and is extended daily until notice of non-renewal
is given by either the officer or the Company or the Bank. Under both of the
employment agreements, if the officer's employment is terminated for any reason
other than for "cause", as defined in the employment agreement, or if the
officer terminates his employment for "good reason", as defined therein, the
officer will be entitled to receive a lump sum severance benefit equal to three
times the officer's highest annual "Total Compensation," as defined therein,
during the three preceding fiscal years as well as the continuation of certain
benefits for the remaining term of the employment agreement and a pension
adjustment as specified in the employment agreement.
In addition, the Company, the Bank and five officers (including the two officers
referred to above) have entered into special termination agreements that provide
for the payment, under certain circumstances, of a lump-sum amount upon
termination following a "Change of Control" as defined therein. The lump-sum
amounts for three of these officers are based on three times the officer's
current base salary and the highest annual bonus paid during the three fiscal
years preceding the termination of employment. The lump sum amounts for the
other two officers are based on two times such base salary and highest bonus.
Additionally, the first three officers would continue to receive disability and
medical benefits for three years after such termination. Also, the pensions of
the officers who do not have employment contracts would be credited with a
number of additional years of accrual equal to the multiple of base salary
applicable to such officer's severance benefit. In the case of such a
termination, the two officers with employment agreements could elect to receive
(in lieu of any benefits due under such officer's special termination agreement)
such termination benefits as he may receive under his employment agreement.
58
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The Company and the Bank have entered into an Executive Salary Continuation
Agreement ("SERP") with the Company's Chairman and Chief Executive Officer.
Under this agreement, the officer would be entitled to certain payments
following retirement at or after age 62. Payments under the agreement will equal
65% of the highest annual compensation (including bonuses) received during any
of the five years preceding retirement, reduced by a portion of social security
benefits payable as well as amounts payable pursuant to other qualified defined
benefit pension plans. The agreement also provides for certain reduced payments
if the officer's employment terminates before age 62,and for certain benefits in
the event of disability and upon death, under certain circumstances. The Boards
of Directors of the Company and the Bank have authorized the revision of the SEP
to provide for the funding of a Trust by the Company in the event of a Change of
Control, as defined therein, in an amount necessary to fulfill the Company's and
the Bank's obligations thereunder.
The Company's former Chief Financial Officer, David W. Dailey, retired from the
Company on December 31, 1998. In connection with his retirement, the Company
entered into an agreement with Mr. Dailey which provides for certain retirement
benefits, including a lump sum special payment of $237,500, accelerated vesting
and extension of the exercise date of certain stock options held by him; and
continuation of health insurance benefits for a period of six months following
the date of retirement. Mr. Dailey's Employment Agreement and Special
Termination Agreement terminated upon his retirement. The stock option exercise
extension and the continuation of health benefits have likewise terminated.
LEGAL PROCEEDINGS
The Company is involved in various legal proceedings incidental to its business,
none of which is believed by management, based on discussion with legal counsel,
to be material to the financial condition or operations of the Company.
12. MANAGEMENT INCENTIVE COMPENSATION PLAN
The Company has a Management Incentive Compensation Plan (the "Incentive Plan")
as a means of recognizing achievement on the part of individual officers and
management as a whole. In 1999, 1998 and 1997 the Company awarded $601,000,
$457,000, and $168,000, respectively, for bonuses in connection with the
Incentive Plan.
13. STOCK PLANS
The Company has three stock plans. The first was adopted in 1987 as a
performance incentive for its directors, officers, employees and other key
persons (the "1987 Stock Option Plan"). The 1987 Stock Option Plan provided for
the granting of "Incentive Stock Options" and "Non-qualified Stock Options".
Options granted under the 1987 Stock Option Plan have an exercise price per
share equal to at least the fair market value of a share of the Company's common
stock on the date the option is granted and expire no later than 10 years after
the date of grant. As of December 31, 1999, 408,281 shares are reserved for
issuance under this plan with respect to the current outstanding options; no
more options may be granted under this plan.
The second stock plan (the "1996 Stock Option Plan") was assumed under the terms
of the agreement related to the Company's purchase of Finest Financial Corp. on
December 30, 1996. Non-qualified options totaling 114,465 shares have been
granted under this plan at an exercise price of $7.67 per share to two former
officers of Finest. During 1997, 26,415 options were exercised. The remaining
88,050 options were vested and exercisable at December 31, 1999 and 1998, and
expire October 1, 2005. None of these options were exercised during 1999. The
weighted average estimated life of these outstanding options is 5.8 years. The
estimated fair value of these options was recorded as part of the acquisition
price and, accordingly, the pro forma compensation cost discussed below excludes
the effect of these options. No more options may be granted under this plan.
59
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The third stock plan (the "1997 Stock Incentive Plan") was adopted in 1997 as a
performance incentive for the Company's directors, officers, and employees.
Incentive stock options, non-qualified stock options, unrestricted stock awards,
conditioned stock awards, performance share awards, and stock appreciation
rights may be granted pursuant to the 1997 Stock Incentive Plan. Incentive stock
options granted under the 1997 Stock Incentive Plan have an exercise price per
share equal to at least the fair market value of a share of the Company's common
stock on the date the option is granted and expire no later than 10 years after
the date of grant. The Company has reserved 800,000 shares for issuance pursuant
to awards granted under the 1997 Stock Incentive Plan.
The Company accounts for stock options at intrinsic value with disclosure of the
effects of fair value accounting on net income and earnings per share on a pro
forma basis. Had compensation costs for the stock option plans been determined
using the fair value method based upon the Modified Black-Scholes American
option model, the Company's 1999, 1998 and 1997 net income and earnings per
share from operations would have been reduced to the following pro forma amounts
(dollars in thousands except per share amounts).
<TABLE>
<CAPTION>
1999 1998 1997
------- ------- ------
<S> <C> <C> <C>
Net income:
As reported $12,692 $11,065 $9,713
Pro forma 12,170 10,525 9,361
Basic EPS:
As reported $ 1.67 $ 1.46 $ 1.30
Pro forma $ 1.60 $ 1.39 $ 1.25
Diluted EPS:
As reported $ 1.63 $ 1.41 $ 1.25
Pro forma $ 1.57 $ 1.35 $ 1.21
</TABLE>
Pro forma compensation cost may not be representative of that in future years.
60
<PAGE>
The following table summarizes various facts and assumptions pertaining to the
1987 Stock Option Plan and the 1997 Stock Incentive Plan for the three years
ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Number of Options
Outstanding at beginning of year 752,802 804,019 686,899
Granted 167,000 169,200 230,366
Expired (42,856) (34,706) (21,970)
Exercised (37,065) (185,711) (91,276)
------------ ------------ ------------
Outstanding at end of year 839,881 752,802 804,019
============ ============ ============
Exercisable at end of year 502,317 361,407 341,065
============ ============ ============
For options exercisable from
$5.25 to $11.375 per share:
Weighted average price per share:
Outstanding at beginning of year $ 9.497 $ 9.223 $ 9.129
Granted -- -- --
Expired -- 11.375 11.039
Exercised 10.852 8.518 8.099
Outstanding at end of year 9.350 9.497 9.223
Exercisable at end of year 9.089 8.808 8.232
Weighted average remaining contractual life of
options outstanding at end of year 5.27 years 6.33 years Not applicable
For options exercisable from
$14.00 to $23.9837 per share:
Weighted average price per share:
Outstanding at beginning of year $ 20.968 $ 18.749 $ --
Granted 16.690 23.883 18.752
Expired 20.440 20.589 19.750
Exercised -- 16.375 --
Outstanding at end of year 19.580 20.968 18.749
Exercisable at end of year 20.500 18.838 --
Weighted average remaining contractual life of
options outstanding at end of year 8.41 years 9.02 years 9.6 years
Weighted average expected life of options at grant 10 years 10 years 10 years
Weighted average risk-free interest rates at grant 5.24% 5.38% 6.20%
Weighted average dividend yield at grant 3.84% 2.34% 2.60%
Weighted average expected volatility at grant 27.20% 27.20% 27.20%
</TABLE>
61
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
14. 401(K) PLAN
Under the 401(k) Plan (the "Plan"), eligible employees ("participants") may make
contributions up to 15% of their compensation, with certain limitations. The
Company may elect to make basic matching contributions. During 1999, 1998 and
1997, the Company made basic matching contributions equal to 50% of the first 4%
of each participant's compensation, or a maximum of 2%. Basic matching
contributions for 1999, 1998 and 1997 amounted to $156,000, $147,000 and
$136,000, respectively. The Plan also provides for discretionary supplemental
matching contributions. These contributions are allocated to participants in the
same manner as described above. Supplemental matching contributions to the Plan
for 1997 amounted to $66,000. There were no supplemental matching contributions
in 1999 and 1998.
15. STOCKHOLDERS' EQUITY
At the time of conversion to stock form, the Bank established a liquidation
account in the amount of $41,426,000 (unaudited). In accordance with
Massachusetts statutes, the liquidation account is maintained for the benefit of
Eligible Account Holders who continue to maintain their accounts in the Bank
after the conversion. The liquidation account is reduced annually to the extent
that Eligible Account Holders have reduced their qualifying deposits. Subsequent
increases will not restore an Eligible Account Holder's interest in the
liquidation account. In the event of a complete liquidation, each Eligible
Account Holder is entitled to receive a distribution from the liquidation
account in a proportionate amount to the current adjusted qualifying balances
for the account then held.
16. REGULATORY CAPITAL REQUIREMENTS
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities and certain off-balance-sheet items as calculated under regulatory
accounting practices. The Bank's capital amounts and classification are also
subject to qualitative judgments by the regulators about components, risk
weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios (set forth in the
following table) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). Management believes, as of December 31, 1999, that the Bank
meets all capital adequacy requirements to which it is subject.
As of December 31, 1999, the most recent notification from the Office of Thrift
Supervision ("OTS") categorized the Bank as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized the Bank must maintain minimum total risk-based, Tier I risk-based,
and Tier I leverage ratios as set forth in the table. There are no conditions or
events since that notification that management is aware of that would have
changed the institution's category.
The Bank's actual capital amounts and ratios are also presented in the table. As
of December 31, 1999, the OTS did not deem it necessary for an interest-rate
risk component to be deducted from capital in determining risk-based capital
requirements.
The Bank may not declare or pay cash dividends on its shares of common stock if
the effect thereof would cause stockholders' equity to be reduced below
applicable capital maintenance requirements or if such declaration and payment
would otherwise violate regulatory requirements.
62
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The following table displays the Bank's capital calculations as defined under
prompt corrective action for the periods indicated:
<TABLE>
<CAPTION>
To be well
Actual For Capital Capitalized Under Prompt
Capitalization Adequacy Purposes Corrective Action Provision
----------------------- ------------------------------- -----------------------------
Amount Ratio Amount Ratio Amount Ratio
--------- --------- --------- ----------- ---------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
December 31, 1999
Tangible Capital (to Adjusted
Assets) $81,565 5.93 % $ 20,648 greater- 1.50% N/A N/A
than OR =
Tier I (Core) Capital (to
Adjusted Assets) 81,565 5.93 41,296 4.00 68,826 greater- 5.00
than OR =
Tier I Capital (to Risk
Weighted Assets) 81,565 9.00 36,250 4.00 54,375 6.00
Total Risk Based Capital (to Risk
Weighted Assets) 92,570 10.21 72,500 8.00 90,625 10.00
</TABLE>
<TABLE>
<CAPTION>
To Be Well
For Capital Capitalized Under Prompt
Actual Capitalization Adequacy Purposes Corrective Action Provision
-------------------------- ---------------------------------- -----------------------------
Amount Ratio Amount Ratio Amount Ratio
------------- --------- ---------------- ----------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1998
Tangible Capital (to Adjusted
Assets) $71,154 5.79% $18,429 greater- 1.50 N/A N/A%
than or =
Tier I (Core) Capital (to Adjusted
Assets) 71,154 5.79 36,859 4.00 61,428 greater- 5.00
than or =
Tier I Capital (to Risk Weighted
Assets) 71,154 9.45 30,114 4.00 45,172 6.00
Total Risk Based Capital (to Risk
Weighted Assets) 80,459 10.69 60,229 8.00 75,286 10.00
</TABLE>
63
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
17. CONDENSED PARENT COMPANY FINANCIAL STATEMENTS - FIRST ESSEX BANCORP, INC.
Condensed financial statements of First Essex Bancorp, Inc. as of December 31,
1999 and 1998 and for the years ended December 31, 1999, 1998 and 1997 follow:
<TABLE>
<CAPTION>
December 31,
----------------------
1999 1998
------- -------
(Dollars in thousands)
<S> <C> <C>
BALANCE SHEETS
Assets:
Cash and cash equivalents $ 412 $ 890
Investment in First Essex Bank, FSB 91,309 96,262
Other assets 1,265 1,640
------- -------
Total assets $92,986 $98,792
------- -------
Liabilities and stockholders' equity:
Other liabilities $ 1,408 $ 1,710
Stockholders' equity 91,578 97,082
------- -------
Total liabilities and stockholders' equity $92,986 $98,792
======= =======
</TABLE>
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998 1997
-------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C>
STATEMENTS OF OPERATIONS
Income:
Interest on investments $ 16 $ 112 $ 473
Other Income 5 145 --
-------- -------- --------
Total income 21 257 473
-------- -------- --------
Expenses:
Operating expenses (income) -- -- (17)
-------- -------- --------
Income before provision for income taxes and equity in
undistributed net income of First Essex Bank, FSB 21 257 490
Provision for income taxes 42 105 204
-------- -------- --------
Income (loss) before equity in subsidiary (21) 152 286
Equity in undistributed net income of First Essex Bank, FSB 12,713 10,913 9,427
-------- -------- --------
Net income $ 12,692 $ 11,065 $ 9,713
======== ======== ========
</TABLE>
64
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C>
STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net income $ 12,692 $ 11,065 $ 9,713
Adjustments to reconcile net income
to net cash provided by operating activities:
Equity in income of First Essex Bank, FSB (12,713) (10,913) (9,427)
Provision for deferred (prepaid) income taxes (1,571) (88) 2,294
(Increase) decrease in other assets 1,977 (57) 4,706
Increase (decrease) in other liabilities (463) 80 (336)
-------- -------- --------
Net cash provided by (used in) operating activities (78) 87 6,950
-------- -------- --------
Cash flows from investing activities:
Dividends and other capital distributions
received from (paid to) First Essex Bank, FSB 4,900 (2,000) --
-------- -------- --------
Net cash provided by (used in) investing activities 4,900 (2,000) --
-------- -------- --------
Cash flows from financing activities:
Common Stock Repurchase (909) (2,493) --
Stock options exercised 472 1,596 906
Dividends paid (4,863) (4,228) (3,591)
-------- -------- --------
Net cash used in financing activities (5,300) (5,125) (2,685)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents (478) (7,038) 4,265
Cash and cash equivalents at beginning of year 890 7,928 3,663
-------- -------- --------
Cash and cash equivalents at end of year $ 412 $ 890 $ 7,928
======== ======== ========
</TABLE>
18. RESTRICTIONS ON SUBSIDIARY BANK LOANS, ADVANCES AND DIVIDENDS
The Federal Reserve Act restricts the Bank with respect to lending or advancing
funds to the Company unless such loans are collateralized by specific
obligations and limits collateralized loans to 10% of the Bank capital stock and
surplus. At December 31, 1999, no amounts were available to be transferred from
the Bank to the Company in the form of loans or advances. In addition, under the
OTS prompt corrective action regulations, which took effect on December 19,
1992, the Bank generally would be prohibited from making any capital
distribution if, after the distribution, the Bank would have (i) a total
risk-based capital ratio of less than 8%, (ii) a Tier I risk-based capital ratio
of less than 4% or (iii) a Tier I core capital ratio of less than 3%.
65
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
19. QUARTERLY DATA (UNAUDITED)
A summary of quarterly financial data for the years ended December 31, 1999 and
1998 follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1999
----------------------------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------------ ------------ ------------ ------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest and dividend income $ 25,317 $ 24,524 $ 23,964 $ 22,937
Interest expense 13,080 12,816 12,426 11,861
------------ ------------ ------------ ------------
Net interest income 12,237 11,708 11,538 11,076
provision for loan losses 600 600 600 600
------------ ------------ ------------ ------------
Net interest income after
provision for loan losses 11,637 11,108 10,938 10,476
Noninterest income 1,626 1,692 1,372 1,405
Noninterest expense 7,773 7,465 7,548 7,285
------------ ------------ ------------ ------------
Income before income taxes 5,490 5,335 4,762 4,596
Provision for income taxes 1,965 2,004 1,797 1,725
------------ ------------ ------------ ------------
Net income $ 3,525 $ 3,331 $ 2,965 $ 2,871
============ ============ ============ ============
Earnings per share - basic $ 0.46 $ 0.44 $ 0.39 $ 0.38
============ ============ ============ ============
Earnings per share - diluted $ 0.45 $ 0.43 $ 0.38 $ 0.37
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1998
----------------------------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------------ ------------ ------------ ------------
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Interest and dividend income $ 23,361 $ 23,405 $ 23,344 $ 23,350
Interest expense 12,048 12,942 13,943 13,579
------------ ------------ ------------ ------------
Net interest income 11,313 10,463 9,401 9,771
provision for loan losses 280 290 435 435
------------ ------------ ------------ ------------
Net interest income after
provision for loan losses 11,033 10,173 8,966 9,336
Noninterest income 1,871 1,732 2,272 990
Noninterest expense 8,286 (1) 7,409 6,675 5,808
------------ ------------ ------------ ------------
Income before income taxes 4,618 4,496 4,563 4,518
Provision for income taxes 1,798 1,698 1,814 1,820
------------ ------------ ------------ ------------
Net income $ 2,820 $ 2,798 $ 2,749 $ 2,698
============ ============ ============ ============
Earnings per share - basic $ 0.37 $ 0.37 $ 0.36 $ 0.36
============ ============ ============ ============
Earnings per share - diluted $ 0.36 $ 0.36 $ 0.35 $ 0.34
============ ============ ============ ============
</TABLE>
(1) Approximately $525,000 of the increase in the quarter was due to one-time
write-downs in the carrying values of certain assets.
66
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
20. PREFERRED STOCK
The Company's Board of Directors has authorized a series of 100,000 shares of
preferred stock designated as Series A Junior Participating Cumulative Preferred
Stock, par value $0.10 per share ("Series A Stock") and has declared a dividend
distribution of one Preferred Stock Purchase Right (the "Right") for each
outstanding share of the Company's common stock.
Pursuant to the Company's Shareholder Rights Plan, each Right entitles the
holder to purchase from the Company a unit consisting of one one-hundredth of a
share of Series A Stock, par value $0.10 per share, at an initial cash exercise
price of $28 per unit, subject to adjustment. The Rights are not exercisable and
remain attached to all outstanding shares of the Company's common stock until
the earliest of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of the outstanding shares of the Company's
common stock (the date of said announcement being referred to as the "Stock
Acquisition Date"), (ii) 10 business days following the commencement of a tender
offer or exchange offer that would result in a person or group becoming an
Acquiring Person or (iii) the declaration by the Company's Board of Directors
that a person is an "Adverse Person," as such term is defined in the Company's
Shareholder Rights Plan.
In the event that a Stock Acquisition Date occurs or the Board determined that a
person is an Adverse Person, each holder of a Right will be entitled to receive,
upon exercise, that number of units of Series A Stock having a fair value of two
times the exercise price of the Right. In the event that, at any time following
the Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction or (ii) 50% or more of the Company's assets or
earning power is sold, each holder of a Right shall thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a fair
value equal to two times the exercise price of the Right. The holders of Series
A Stock would be entitled to preferred rights with respect to dividends, voting
and liquidation.
21. FAIR VALUE OF FINANCIAL INSTRUMENTS
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand, amounts due from banks,
interest-bearing deposits, federal funds sold and investments with original
maturities of less than three months. Cash and cash equivalents are recorded at
cost, which approximates fair value.
INVESTMENT SECURITIES
Fair values for investment securities, excluding Federal Home Loan Bank (FHLB)
and Savings Bank Life Insurance (SBLI) stock, are based on quoted market prices,
where available. If quoted market prices are not available, fair values are
based on quoted market prices of comparable instruments. The carrying values of
FHLB and SBLI stock approximate fair value.
LOANS RECEIVABLE
For variable rate loans that reprice frequently and with no significant change
in credit risk, fair values are based on carrying values. The fair values for
certain mortgage loans (e.g., one-to-four family residential) are based on
quoted market prices of similar loans sold in conjunction with securitization
transactions, adjusted for differences in loan
67
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
characteristics. The fair values of other loans (e.g., commercial real estate
and rental property mortgage loans, commercial, industrial loans, and consumer
loans) are estimated using a discounted cash flow analysis, using interest rates
currently being offered for loans with similar terms to borrowers of similar
credit quality. The carrying amount of mortgage loans held-for-sale and accrued
interest approximates fair value.
OTHER EARNING ASSETS
Other earning assets consist of a long term fixed rate certificate of deposit
with the Federal Home Loan Bank of Boston. The fair value for this certificate
of deposit is estimated using a discounted cash flow calculation that applies an
interest rate currently being offered on a time deposit of similar maturity.
DEPOSITS
The fair values disclosed for certain deposits (e.g., interest and
noninterest-bearing checking, passbook savings, and certain types of money
market accounts) are, by definition, equal to the amount payable on demand at
the reporting date (i.e., their carrying amounts). Fair values for fixed-rate
certificates of deposit are estimated using a discounted cash flow calculation
that applies interest rates currently being offered on a schedule of aggregated
expected monthly maturities on time deposits. The carrying amount of accrued
interest payable approximates fair value.
BORROWED FUNDS
The carrying amount of borrowings payable within 90 days approximates fair
value. Fair values of other borrowings are estimated using discounted cash flow
analyses based on the Company's current borrowing rates for similar types of
borrowing arrangements. The carrying value for repurchase agreements
approximates fair value due to the short-term nature of these instruments.
OFF-BALANCE-SHEET INSTRUMENTS
The fair values of the Company's off-balance-sheet instruments (lending
commitments and letters of credit) are based on fees currently charged to enter
into similar agreements, taking into account the remaining terms of the
agreement and the counterparties' credit standing.
At December 31, 1999 and 1998, the estimated fair value of off-balance-sheet
financial instruments, consisting primarily of loan commitments, were not
material.
ASSUMPTIONS
Fair value estimates are made at a specific point in time, based on relevant
market information about specific financial instruments. These estimates do not
reflect any premium or discount that could result from offering for sale at one
time the Company's entire holdings of a particular financial instrument. Because
no market exists for a significant portion of the Company's financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics of
various financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgment and,
therefore, cannot be determined with precision. Changes in assumptions could
significantly affect the estimates.
68
<PAGE>
FIRST ESSEX BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
The estimated fair values of the Company's financial instruments follow:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------------------ -------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------- ------------- ------------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Financial assets:
Cash and cash equivalents $ 41,598 $ 41,598 $ 90,383 $ 90,383
Investment securities available-for-sale 434,041 434,041 345,840 345,840
Stock in Federal Home Loan Bank
of Boston and Savings Bank Life
Insurance Company 21,179 21,179 21,179 21,179
Loans receivable, net 797,892 799,487 720,056 730,219
Mortgage loans held-for-sale 3,054 3,054 2,566 2,566
Other earning assets 17,491 17,491 17,388 17,388
Accrued interest receivable 8,672 8,672 9,170 9,170
Financial liabilities:
Deposits 1,002,761 1,006,114 934,695 939,152
Borrowed funds 268,962 266,900 201,499 200,859
</TABLE>
22. STOCK REPURCHASE PROGRAM
On January 8, 1998, the Company announced that its Board of Director had
authorized the Company to repurchase up to 375,000 shares of its outstanding
common stock from time to time at prevailing market prices. During 1999 and
1998, the Company repurchased 56,800 shares and 110,500 shares, respectively. At
December 31, 1999, there were approximately 207,700 shares still authorized to
be repurchased under this plan. On March 9, 2000, the Company's Board of
Directors authorized the repurchase of additional shares of its common stock up
to a total of 970,000 shares.
23. SUBSEQUENT EVENT
In March 2000, the Company organized a wholly owned Delaware business trust
which issued $10 million face amount of the trust's 10.875% Fixed Rate Capital
Trust Pass-Through Securities ("Capital Securities") to a private investor.
Simultaneously, the trust used the proceeds of that sale to purchase $10 million
principal amount of the Company's 10.875% Fixed Rate Junior Subordinated
Deferrable Interest Debentures due 2030 ("Subordinated Debt"). Both the Capital
Securities and the Subordinated Debt are callable at any time after 10 years
from the issue date. The Subordinated Debt is an unsecured obligation of the
Company and is junior in right of payment to all present and future senior
indebtedness of the Company. The Capital Securities are guaranteed by the
Company on a subordinated basis.
The Company intends to use the net proceeds of approximately $9.7 million for
general corporate purposes, including the possible repurchase from time to time
of shares of the Company's outstanding common stock. See Note 22 - "Stock
Repurchase Program."
69
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in, or disagreements with, accountants on accounting and
financial disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item will appear under the headings
"Information Regarding Directors and Nominees", "Executive Officers" and
"Compliance with Section 16(a) of the Exchange Act" of the Company's definitive
Proxy Statement for the Annual Meeting of Stockholders to be held May 4, 2000 to
be filed with the Securities and Exchange Commission within 120 days after
December 31, 1999 (the "Proxy Statement"), and is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will appear in the Proxy Statement under
the headings "Summary Compensation Table," "Stock Options Granted in Fiscal
1999," " Aggregated Option/SAR Exercises in Last Fiscal Year and FY-end
Option/SAR Values," "Pension Plan," "Executive Salary Continuation Agreement,"
"Employment Contracts, Termination of Employment and Change in Control
Arrangements," and "Compensation/Nominating Committee Interlocks and Insider
Participation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will appear in the Proxy Statement under
the headings "Security Ownership of Certain Beneficial Owners and Management"
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will appear in the Proxy Statement under
the heading "Certain Transactions with Management and Others" and is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) INDEX OF FINANCIAL STATEMENTS:
The following financial statements appear in response to Item 8 of this Report.
Reports of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Operations for the Years Ended December 31,
1999, 1998 and 1997
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
(a) (2) INDEX OF FINANCIAL STATEMENT SCHEDULES:
The following financial statement schedules appear in response to Item 8 of this
Report or as part of this Item 14:
SCHEDULE I - Indebtedness to Related Parties. The information required by
this schedule is not material and is therefore omitted.
SCHEDULE II - Guarantees of Securities of other Issuers. Not applicable.
(b) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed by First Essex during the fiscal quarter
ended December 31, 1999.
70
<PAGE>
(c) EXHIBITS:
(3) ARTICLES OF INCORPORATION AND BY-LAWS:
3.1 The Restated Certificate of Incorporation of the Company is incorporated
herein by reference to Exhibit 3.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1, Registration No. 33-10966, filed with
the Securities and Exchange Commission on April 17, 1987 ("Amendment No. 1
to the Form S-1");
3.1 The Amended and Restated By-laws of the Company are incorporated herein by
reference to Exhibit 4.1 of the Company's current report on Form 8-K filed
on December 28, 1992.
(10) - MATERIAL CONTRACTS:
10.1 - The First Essex Bancorp, Inc. 1987 Stock Option Plan is incorporated
herein by reference to Appendix B to the prospectus included in the
Company's Registration Statement on Form S-8, registration number
33-21292, filed on April 15, 1988;
10.2 - The First Essex Bancorp, Inc. Rights Agreement is incorporated
herein by reference to Exhibit 1 to the Company's Report on Form 8-A
filed on October 12, 1999.
*10.3 - Executive Salary Continuation Agreement between First Essex
Bancorp, Inc., First Essex Bank, FSB and Leonard A. Wilson
incorporated herein by reference to Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1988;
*10.4 - (a) Amended and Restated Employment Agreement dated as of October
9, 1997 between Leonard A. Wilson and First Essex Bancorp, Inc.,
incorporated herein by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First
Essex Bank, FSB and Leonard A. Wilson dated as of December 16,
1999, amending Special Termination Agreement and Employment
Agreements.
*10.5 - (a) Amended and Restated Employment Agreement dated as of October
9, 1997 between Leonard A. Wilson and First Essex Bank, FSB,
incorporated herein by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First
Essex Bank, FSB and Leonard A. Wilson dated as of December 16,
1999, amending Special Termination Agreement and Employment
Agreements (see Exhibit 10.4(b)).
*10.6 - Amended and Restated Employment Agreement dated as of December 16,
1999 between Brian W. Thompson and First Essex Bancorp, Inc.
*10.7 - Amended and Restated Employment Agreement dated as of December 16,
1999 between Brian W. Thompson and First Essex Bank, FSB.
*10.8 - (a) Special Termination Agreement dated January 1, 1994 and restated
as of October 9, 1997 between Leonard A. Wilson and First Essex
Bancorp, Inc. incorporated by reference to Exhibit 10.10 to the
Company's Quarterly report on Form 10-Q for the quarter ended
September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First
Essex Bank, FSB and Leonard A. Wilson dated as of December 16,
1999, amending Special Termination Agreement and Employment
Agreements (see Exhibit 10.4(b)).
*10.9 - (a) Special Termination Agreement dated January 1, 1994 and
restated as of October 9, 1997 between Brian W. Thompson and First
Essex Bancorp, Inc. incorporated by reference to Exhibit 10.12 to
the Company's Quarterly report on Form 10-Q for the quarter ended
September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank, FSB and Brian W. Thompson, dated as of December 16, 1999,
amending Special Termination Agreement.
*10.10-(a) Form of Special Termination Agreement between First Essex
Bancorp, Inc., First Essex Bank, FSB, and each of William F. Burke,
John M. DiGaetano, and Wayne C. Golon, incorporated herein by
reference to Exhibit 10.13 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997.
(b) Letter Agreement between First Essex Bancorp, Inc., First Essex
Bank, FSB and William F. Burke, dated as of December 16, 1999,
amending Special Termination Agreement.
(c) Form of Letter Agreement between First Essex Bancorp, Inc.,
First Essex Bank, FSB and each of John M. DiGaetano and Wayne C.
Golon, dated as of December 16, 1999, amending Special Termination
Agreements.
*10.11-Common Stock Option Agreement with Brian W. Thompson incorporated
herein by reference to Form S-8, Registration No.333-22183, filed on
February 21, 1997.
*10.12-First Essex Bancorp, Inc. 1997 Stock Incentive Plan incorporated
herein by reference to Form S-8, Registration No. 333-35057, filed
on September 5, 1997.
*10.13-Deferred Compensation Plan for Directors of First Essex Bancorp,
Inc. and Its Subsidiaries incorporated by reference to Exhibit 10.13
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
*10.14-First Essex Bancorp, Inc. Senior Management Incentive Compensation
Plan incorporated by reference to Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
*10.15-Agreement between First Essex Bancorp, Inc., First Essex Bank, FSB
and David W. Dailey incorporated by reference to Exhibit 10.15 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998.
71
<PAGE>
*10.16-Agreement between First Essex Bank, FSB and David L. Savoie
incorporated by reference to Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
(12) STATEMENTS REGARDING COMPUTATION OF RATIOS:
Not applicable, as First Essex does not have any debt securities registered
under Section 12 of the Securities Exchange Act of 1934.
(21) SUBSIDIARIES OF REGISTRANT:
A list of the subsidiaries of the Company is attached hereto as Exhibit 21.
(23) CONSENT OF EXPERTS AND COUNSEL:
Consent of Arthur Andersen LLP is attached hereto as Exhibit 23.
(27) FINANCIAL DATA SCHEDULE
Financial data schedule is attached hereto as Exhibit 27.
*Management contract or compensatory plan.
72
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST ESSEX BANCORP, INC.
Date: March 9, 2000
by /S/ LEONARD A. WILSON
-----------------------------------------
Leonard A. Wilson
Chairman and Chief Executive Officer
73
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT
HAS BEEN SIGNED BY THE FOLLOWING PEOPLE ON BEHALF OF THE REGISTRANT IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<S> <C> <C>
/S/ LEONARD A. WILSON CHAIRMAN AND CHIEF EXECUTIVE OFFICER MARCH 9, 2000
- ------------------------------- (PRINCIPAL EXECUTIVE OFFICER)
LEONARD A. WILSON
/S/WILLIAM F. BURKE CHIEF FINANCIAL OFFICER MARCH 9, 2000
- ------------------------------- (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
WILLIAM F. BURKE
/S/THOMAS S. BARENBOIM DIRECTOR MARCH 9, 2000
- -------------------------------
THOMAS S. BARENBOIM
/S/ AUGUSTINE J. FABIANI DIRECTOR MARCH 9, 2000
- -------------------------------
AUGUSTINE J. FABIANI
/S/ WILLIAM L. LANE DIRECTOR MARCH 9, 2000
- -------------------------------
WILLIAM L. LANE
/S/ FRANK J. LEONE, JR. DIRECTOR MARCH 9, 2000
- -------------------------------
FRANK J. LEONE, JR
ROBERT H. PANGIONE DIRECTOR MARCH 9, 2000
/S/ BRIAN W. THOMPSON PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR MARCH 9, 2000
- -------------------------------
BRIAN W. THOMPSON
/S/ WALTER W. TOPHAM DIRECTOR MARCH 9, 2000
- -------------------------------
WALTER W. TOPHAM
/S/ ROBERT H. WATKINSON DIRECTOR MARCH 9, 2000
- -------------------------------
ROBERT H. WATKINSON
</TABLE>
74
<PAGE>
EXHIBIT 10.4(b)
FIRST ESSEX BANCORP, INC.
71 MAIN STREET
POST OFFICE BOX 2010
ANDOVER, MASSACHUSETTS 01810
December 16, 1999
Mr. Leonard A. Wilson
4 Eastman Road
Andover, Massachusetts 01810
RE: EMPLOYMENT AND RELATED AGREEMENTS
Dear Len,
We are writing to confirm the amendments we have agreed to make to
certain agreements between you and First Essex Bancorp, Inc. (the "Holding
Company") and First Essex Bank, FSB (the "Bank").
A. SPECIAL TERMINATION AGREEMENT
We propose to amend that certain Special Termination Agreement between
you and the Holding Company, dated as of January 1, 1994 and restated as of
October 9, 1997 (the "Special Termination Agreement"), as follows:
1. Section 4.2 of the Special Termination Agreement is hereby amended
to read as follows:
"4.2 An aggregate amount equal to three (3) times the sum of
the Executive's (a) then current base salary and (b) highest annual
bonus paid during the three fiscal years preceding termination of
employment; and"
2. Section 4.3 of the Special Termination Agreement is hereby amended
to read as follows:
"4.3 An amount equal to the excess of (a) the actuarial value
of the benefits which the Executive would have accrued under the
Employers' qualified pension plan and non-qualified supplemental
retirement plan if the Executive's employment had continued for a
period of three years following his date of
<PAGE>
termination, over (b) the actuarial equivalent of the Executive's
actual benefit under the pension plan and the non-qualified
supplemental retirement plan."
B. EMPLOYMENT AGREEMENTS
We propose to amend those certain Employment Agreements (the
"Employment Agreements") between you and each of the Holding Company and the
Bank, both dated October 9, 1997), as follows:
1. Sections 1., 2., and 7.4 of both Employment Agreements are hereby
amended to reflect your current position as Chairman and Chief Executive
Officer, and to reflect the new Commencement Date for the Employment Agreements
as January 1, 1999.
2. Section 3.1. of both Employment Agreements is hereby amended to
reflect your current salary at $362,250.
3. Section 9.2 of the Holding Company Employment Agreement and Section
10.2 of the Bank Employment Agreement are hereby amended to read as follows:
"LUMP SUM PAYMENT OF REMAINING SALARY OBLIGATION. A lump sum
severance benefit equal to three times the Executive's Highest Total
Compensation during the three preceding fiscal years. Total Yearly
Compensation shall equal the aggregate of all base compensation and any
commissions, or bonuses paid during or accrued with respect to such
year, together with any contributions or accruals made on behalf of
Executive to any profit sharing plan or pension or retirement plan, by
the Bank or the Holding Company (or any predecessor in interest) for
the benefit of the Executive for the calendar year. If the Executive is
a participant in a defined benefit pension or retirement plan, the
increase in the actuarial value of the Executive's benefits under such
plan between the start of the calendar year and the end of the calendar
year shall be deemed to have been "paid" by the Executive's employer
for the benefit of the Executive during such calendar year and shall be
included in the calculation of Total Yearly Compensation."
4. Section 15.8 of the Holding Company Employment Agreement and Section
17.8 of the Bank Employment Agreement are hereby amended to reflect that the
current amended agreements supersede the Employment Agreements made as of
October 9, 1997.
In all other respects each of the foregoing agreements shall remain in
full force and effect.
Please counter sign below to confirm your agreement with the foregoing
amendments to the agreements. Upon our receipt of such countersignature, this
letter agreement shall become a
<PAGE>
binding agreement between us, under seal, to be governed by in all respects the
laws of The Commonwealth of Massachusetts without giving effect to the
principles of conflicts of law of such state.
Very truly yours,
First Essex Bancorp, Inc.
By: /s/ BRIAN W. THOMPSON
------------------------------------
Name: Brian W. Thompson
Title: President and Chief Operating Officer
First Essex Bank, FSB
By: /s/ BRIAN W. THOMPSON
------------------------------------
Name: Brian W. Thompson
Title: President and Chief Operating Officer
Agreed and Accepted:
/s/ LEONARD A. WILSON
- ------------------------------
Leonard A. Wilson
<PAGE>
Exhibit 10.6
EXECUTION COPY
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AGREEMENT made as of the 16th day of December, 1999, by and among FIRST
ESSEX BANCORP, INC., a Delaware corporation (the "Holding Company") and the
parent company for FIRST ESSEX BANK, FSB, a federal savings bank, with its main
office in Lawrence, Massachusetts (the "Bank"), (the Bank and the Holding
Company shall be hereinafter collectively referred to as the "Employers"), and
Brian W. Thompson of Amherst, Massachusetts (the "Executive").
WITNESSETH
WHEREAS, the Holding Company desires to continue to provide for the
Executive's employment by the Holding Company and in connection therewith
desires to amend and restate the existing employment agreement between the
Holding Company and the Executive;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the Holding Company and the Executive agree as follows:
1. EMPLOYMENT The Executive shall serve the Bank and the Holding
Company as its President and Chief Operating Officer. In such positions, the
Executive shall have the duties, responsibilities and authorities and
authority as determined and designated from time to time by the Chief
Executive Officer or the Boards of Directors. Notwithstanding the above, the
Executive shall not be required to perform any duties and responsibilities
(a) which would result in a noncompliance with or violation of any applicable
law or regulation or (b) on a regular basis in any locations outside the
counties in which the Bank now has branch offices, unless agreed upon by the
Executive. During the pendency of any temporary or permanent suspension or
termination from the Bank, the Executive shall not perform, in any respect,
directly or indirectly, duties and responsibilities formerly performed at the
Bank as part of his duties and responsibilities as an officer of the Holding
Company.
2. EFFECTIVE DATE AND TERM. The commencement date (the "Commencement
Date") of this Agreement shall be January 1, 1999. The initial term of the
Executive's employment hereunder shall be for three years from the
Commencement Date. The parties intend that, at any point in time during the
Executive's employment hereunder, the then-remaining term of his employment
under this Agreement shall be three years. Accordingly, the term of
employment shall be automatically extended by one day for each day that the
Executive remains employed by the Bank or the Holding Company, unless the
Executive elects not to continue to extend the term of this Agreement by
giving written notice in accordance with Section 7.2 of this Agreement, or
the Board elects not to continue to extend the term of this Agreement (in
which event the provisions of Section 7.1 shall apply). The last day of such
term as so extended from time to time, is herein sometimes referred to as the
"Expiration Date" and the time period from the Commencement Date through the
Expiration Date shall be the "Term of Employment". At least once in each
calendar year the Board will review the Agreement and the Executive's
performance for purposes of determining whether to continue to extend the
Agreement and the rationale and results thereof shall be included in the
minutes of the Board's meeting. The Board shall give notice to the Executive
as soon as possible after such
<PAGE>
review as to whether the Agreement is to continue to be extended.
3. COMPENSATION AND BENEFITS. The compensation and benefits payable to the
Executive under this Agreement shall be as follows:
3.1 SALARY. For all services rendered by the Executive to the
Holding Company and its Subsidiaries, the Executive shall be entitled to
receive a base salary at the rate of $233,500 per year, subject to
increase from time to time in accordance with the usual practices of the
Holding Company with respect to review of compensation of its senior
executives. In addition, if the Board increases the Executive's annual
base salary at any time before the Expiration Date, such increased
annual base salary shall become a floor below which such annual base
salary shall not fall (OTHER THAN concurrently with across-the-board
salary reductions based on the Employers' financial performance
similarly affecting all senior management personnel of the Holding
Company) at any future time during the Term of Employment without the
Executive's written consent. The Executive's salary shall be payable in
periodic installments in accordance with the Holding Company's usual
practice for its senior executives.
3.2 REGULAR BENEFITS. The Executive shall also be entitled to
participate in any and all employee benefit plans, medical insurance
plans, disability income plans, retirement plans, bonus incentive plans,
and other benefit plans from time to time in effect for senior
executives of the Holding Company. Such participation shall be subject
to (i) the terms of the applicable plan documents, (ii) generally
applicable policies of the Holding Company and (iii) the discretion of
the Board of Directors of the Holding Company or any administrative or
other committee provided for in or contemplated by such plan.
3.3 OTHER BENEFITS
(a) AUTOMOBILE. The Executive shall be also be provided with
the use of an automobile at the Employers' expense. The Executive
shall comply with such reasonable reporting and expense limitations on
the use of the automobile as may be established from time to time by
the Holding Company. The Holding Company shall include annually on the
Executive's Form W-2 any amount attributable to his personal use of
such automobile.
(b) BUSINESS MEMBERSHIPS. The Executive shall also be reimbursed
for the reasonable annual membership fee for the country club of the
Executive's choice.
(c) LIFE INSURANCE. The Executive shall be entitled to receive
life insurance with aggregate coverage equal to a total of four (4)
times the Executives then-current base salary. The amount of all life
insurance provided to the Executive as a senior executive of the
Holding Company shall be included in the calculation of the life
insurance coverage in this section.
3.4 BUSINESS EXPENSES. The Holding Company shall reimburse the
Executive for all reasonable travel and other business expenses incurred
by him in the performance of his duties and responsibilities, subject to
such reasonable requirements with respect to substantiation and
documentation as may be specified by the Holding Company. The Employers
shall also reimburse the Executive for costs and expenses related to the
relocation by the Executive of his primary personal residence from
Amherst, Massachusetts, to a location within reasonable proximity for
commuting purposes to the Employers' executive offices in Andover,
Massachusetts, such reimbursement to be in accordance with the
Employers' customary
<PAGE>
practices and procedures pertaining to senior executive officers
relocation expense coverage, including reasonable requirements with
respect to substantiation and documentation as may be specified by the
Employers.
3.5 VACATION. The Executive shall be entitled to not less than four
(4) weeks of vacation per year, to be taken at such times and intervals
as shall be determined by the Executive with the approval of the Holding
Company, which approval shall not be unreasonably withheld.
3.6 GENERAL. Nothing paid to the Executive under any plan, policy
or arrangement currently in effect or made available in the future shall
be deemed to be in lieu of other compensation to the Executive as
described in this Agreement.
4. EXTENT OF SERVICE. During the Term of Employment, the Executive shall,
subject to the direction and supervision of the Board of Directors of the
Holding Company, devote his full time, best efforts and business judgment, skill
and knowledge to the advancement of the Employers' interests and to the
discharge of his duties and responsibilities hereunder. He shall not engage in
any other business activity, except as may be approved by the Board of
Directors; PROVIDED, HOWEVER, that nothing herein shall be construed as
preventing the Executive from:
(a) investing his assets in such form or manner as shall not
require any material services on his part in the operations or affairs
of the companies or the other entities in which such investments are
made;
(b) serving on the board of directors of any company, PROVIDED that
he shall not be required to render any material services with respect to
the operations or affairs of any such company; or
(c) engaging in religious, charitable or other community or
non-profit activities which do not impair his ability to fulfill his
duties and responsibilities under this Agreement.
5. TERMINATION UPON DEATH. In the event of the Executive's death during
the Term of Employment, the Executive's employment shall terminate on the
date of his death; PROVIDED, HOWEVER, that the Holding Company shall pay to
the Executive's beneficiary designated in writing to the Holding Company
prior to his death (or to his estate, if he fails to make such designation),
(i) any base salary or other compensation earned (together with a PRO RATA
portion of the bonus payable with respect to the year in which death
occurred) but not paid to the Executive prior to the date of death, plus (ii)
the base salary that the Executive would have earned for a period of six
months following his death, plus (iii) an amount equal to any bonus payments
or other incentive compensation that the Executive would have earned if he
had been employed for six months after his death, plus (iv) any death
benefits that the Executive is entitled to under the Holding Company's
policies in effect on the Executive's date of death. The foregoing bonus
payments shall be payable at the time of payment of similar bonus payments to
other executives of the Holding Company and shall be computed on the
assumption that all the Executive's individual goals (if any) under any
applicable bonus plans were achieved. In addition, the Holding Company shall
continue in effect the medical benefits
<PAGE>
of the Executive and the Executive's dependents, or any of the same, at the
level in effect on, and at the same out-of-pocket cost to the Executive as
of, the date of death for a six-month period commencing on the date of death
(or, if such continuation is not permitted by applicable law or if the Board
so determines in its sole discretion, the Holding Company shall provide the
economic equivalent in lieu thereof). Such medical benefits shall be deemed
to have been provided under the provisions of COBRA.
6. TERMINATION BY THE HOLDING COMPANY FOR CAUSE.
6.1 TERMINATION BY HOLDING COMPANY. The Executive's employment
hereunder may be terminated by the Holding Company, without further
liability on the part of the Holding Company, effective immediately, by
a two-thirds vote of all of the members of the Board of Directors of the
Holding Company for Cause (as such term is defined in Section 6.2) by
written notice to the Executive setting forth in reasonable detail the
nature of such Cause, PROVIDED that the Board has complied with the
provisions of Section 6.3.
6.2 CAUSE. Termination for "Cause" shall mean
(a) willful or gross neglect of duties for which employed
(OTHER THAN on account of a medically determinable disability which
renders the Executive incapable of performing such services);
(b) committing fraud, misappropriation or embezzlement in the
performance of duties as an employee of the Bank or the Holding
Company;
(c) conviction of a felony involving a crime of moral
turpitude;
(d) willfully engaging in violations of material banking
regulations; or
(e) willfully engaging in conduct materially injurious to the
Bank or the Holding Company in violation of the covenants contained
in this Agreement.
6.3 BOARD TERMINATION PROCEDURE. In each case, in determining Cause
the alleged acts or omissions of the Executive shall be measured against
standards prevailing in the banking industry generally and the ultimate
existence of Cause must be confirmed by not less than two-thirds of the
Board at a meeting prior to any termination therefor.
6.4 TERMINATION OF OBLIGATIONS. In the event of termination
pursuant to Section 6, all obligations of the Holding Company under this
Agreement shall terminate as of the date indicated, but vested rights of
the parties hereunder shall not be affected.
7. TERMINATION BY THE EXECUTIVE
7.1 TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive
shall be entitled to terminate his employment hereunder for Good Reason
(as defined in Section 7.4) effective immediately by giving written notice
to the Board of Directors. Upon any such termination, the Executive
shall be entitled to receive the benefits set forth in Section 9.
7.2 OTHER VOLUNTARY TERMINATION BY THE EXECUTIVE. During the Term
of Employment, the Executive may effect, upon sixty (60) days prior
written notice to the Holding Company, a Voluntary Termination of his
employment hereunder and thereupon the Term of Employment (if not
already expired) shall end. A "Voluntary Termination" shall
<PAGE>
mean a termination of employment by the Executive on his own initiative
OTHER THAN (a) a termination due to death or becoming Disabled (as
defined in Section 11), (b) a termination for Good Reason, (c) a
termination due to Retirement (as defined in Section 7.3), or (d) a
termination as a result of the normal expiration of the full Term of
Employment. If, during the Term of Employment, the Executive's
employment is so terminated due to Voluntary Termination, the Term of
Employment shall thereupon end and the Employers shall pay to the
Executive the payments and benefits which the Executive would be
entitled to in the event of a termination of his employment by the
Employers for Cause.
7.3 TERMINATION DUE TO RETIREMENT. "Retirement" means the
termination of the Executive's employment with the Holding Company for
any reason by the Executive at any time after the Executive attains
"Retirement Age" (as hereinafter defined). "Retirement Age" shall mean
the earliest to occur of (X) age 65, (Y) (if applicable) any lesser age
at which the Executive is entitled to retire from the Employers and
receive retirement benefits under the Employers' qualified pension plan,
and (Z) an age of 62 or greater at which the Employers permit the
Executive to retire. The Executive may terminate the Executive's
employment hereunder due to Retirement upon thirty (30) days prior
written notice to the Holding Company. If, during the Term of
Employment, the Executive's employment is so terminated due to
Retirement, the Term of Employment shall thereupon end and the Executive
shall be entitled to (i) continuation of the Executive's medical
benefits at the level in effect on, and at the same out-of-pocket cost
to the Executive as of, the date of termination for the one year period
following the termination of the Executive's employment due to
Retirement (or, if such continuation is not permitted by applicable law
or if the Board so determines in its sole discretion, the Holding
Company shall provide the economic equivalent in lieu thereof), and (ii)
any other compensation and benefits as may be provided in accordance
with the terms and provisions of any applicable plans and programs, if
any, of the Holding Company. Such medical benefits shall be deemed to
have been provided under the provisions of COBRA.
7.4 GOOD REASON. For purposes of this Agreement, the term "Good
Reason" shall mean any of the following:
(a) the failure of the Board of Directors of the Holding
Company to elect the Executive to the office of President and Chief
Operating Officer, or to continue the Executive in such offices;
(b) the failure by the Holding Company to comply with the
provisions of Section 3.1;
(c) any failure by the Holding Company to timely pay the
amounts (OTHER THAN base salary) or provide the benefits described
in this Agreement, OTHER THAN an isolated failure not occurring in
bad faith and which is remedied promptly after receipt of written
notice thereof given by Executive;
(d) any reduction in the Executive's base salary or any
material reduction in other benefits in effect for the Executive
on the date hereof or as set forth in this Agreement;
(e) a material breach by the Holding Company of any of the
provisions of this Agreement which failure or breach shall have
continued for thirty (30) days after written notice from the
Executive to the Holding Company specifying the nature of
<PAGE>
such failure or breach; and
(f) a determination by the Board not to continue to extend the
term of this Agreement as provided in Section 2.
In addition,"Good Reason" shall include the following events but only if they
shall occur within two years following a "Change in Control" (which term shall
have the meaning defined in the Special Termination Agreement between the
Executive and the Holding Company):
(g) there occurs any material change by the Holding Company to
the Executive's function, duties, or responsibilities in effect on the
date hereof or as set forth in this Agreement, which change would cause
the Executive's position with the Holding Company to become one of
lesser responsibility, importance, or scope from the position and
attributes thereof in effect on the date hereof or as set forth in
this Agreement;
(h) the failure by the Holding Company to continue to provide the
Executive with benefits substantially similar to those available to
the Executive under any of the life insurance, medical, health and
accident, or disability plans or any other material benefit plans in
which the Executive was participating at the time of the Change in
Control, or the taking of any action by the Holding Company which
would directly or indirectly materially reduce any of such benefits,
or the failure by the Holding Company to provide the Executive with
the number of paid vacation days to which the Executive is entitled on
the basis of years of service with the Holding Company in accordance
with the Holding Company's normal vacation policy in effect at the
time of the Change in Control;
(i) A reasonable determination by the Executive that, as a
result of a Change in Control, he is unable to exercise the
responsibilities, authorities, powers, functions or duties
exercised by the Executive immediately prior to such Change in
Control; or
(j) A reasonable determination by the Executive that, as a
result of a Change in Control, his working conditions have
significantly worsened.
8. TERMINATION BY THE HOLDING COMPANY WITHOUT CAUSE. The Executive's
employment with the Holding Company may be terminated without cause by a
two-thirds vote of all of the members of the Board of Directors of the Holding
Company on written notice to the Executive, PROVIDED, HOWEVER, that the Holding
Company shall have the obligation upon any such termination to make the payments
to the Executive provided for under Section 9 of this Agreement.
9. CERTAIN TERMINATION BENEFITS. In the event of termination pursuant to
Section 7.1 or 8, the Executive shall be entitled to each of the following
benefits:
9.1 EARNINGS TO DATE OF TERMINATION. An amount equal to the sum of
(a) base salary or other compensation earned through the date of
termination, plus (b) the Executive's PRO RATA share (based on the
portion of the fiscal year during which the Executive was employed) of
the highest annual bonus paid during the three fiscal years preceding the
<PAGE>
termination of employment, plus (c) all accrued vacation and deferred
compensation.
9.2 LUMP SUM PAYMENT OF REMAINING SALARY OBLIGATION. A lump sum
severance benefit equal to three times the Executive's Highest Total
Compensation during the three preceding fiscal years. Total Yearly
Compensation shall equal the aggregate of all base compensation and any
commissions, or bonuses paid during or accrued with respect to such
year, together with any contributions or accruals made on behalf of
Executive to any profit sharing plan or pension or retirement plan, by
the Bank or the Holding Company (or any predecessor in interest) for the
benefit of the Executive for the calendar year. If the Executive is a
participant in a defined benefit pension or retirement plan, the
increase in the actuarial value of the Executive's benefits under such
plan between the start of the calendar year and the end of the calendar
year shall be deemed to have been "paid" by the Executive's employer for
the benefit of the Executive during such calendar year and shall be
included in the calculation of Total Yearly Compensation.
9.3 BENEFIT CONTINUATION. For the period subsequent to the date of
termination until the Expiration Date, the Executive shall continue to
receive the disability and medical benefits described in Section 3.2
existing on the date of termination at the level in effect on, and at
the same out-of-pocket cost to the Executive as of, the date of
termination. Any cash bonus plans shall be prorated through the date of
termination.
9.4 PENSION ADJUSTMENT. An amount equal to the excess of (a) the
actuarial value of the benefits which the Executive would have accrued
under the Employers' qualified pension plan and non-qualified
supplemental retirement plan if the Executive's employment had continued
for a period of three years following his date of termination, over (b)
the actuarial equivalent of the Executive's actual benefit under the
pension plan and the non-qualified supplemental retirement plan.
10. ADJUSTMENT FOR UNAVAILABILITY OF BENEFITS. If, in spite of the
provisions of Section 9, benefits or service credits under any benefit plan
provided by a third party shall not be payable or provided under any such
plan to the Executive, or to the Executive's dependents, beneficiaries or
estate, because the Executive is no longer deemed to be an employee of the
Holding Company, the Holding Company shall pay or provide for payment of such
benefits and service credits for such benefits to the Executive, or to the
Executive's dependents, beneficiaries or estate.
11. DISABILITY. If, due to physical or mental illness, the Executive
shall be disabled so as to be unable to perform substantially all of his
duties and responsibilities hereunder, the Holding Company, acting through
its Board of Directors, may designate another executive to act in his place
during the period of his disability. Notwithstanding any such designation,
the Executive shall continue to receive his full salary and benefits under
Section 3 of this Agreement until the earlier of (X) the Expiration Date or (Y)
the date on which he becomes eligible for disability income under the
Employer's disability income plan (at which time the Executive shall be
considered to be "Disabled"). While receiving disability payments under such
plan, the Executive shall receive a salary from the Holding Company which
when combined with the Executive's disability income payments will equal
eighty (80%) percent of the Executive's prior salary from the Holding
Company, and shall continue to participate in the Employers' benefit plans
and to receive other benefits as specified in Section 3.2 until the
<PAGE>
Expiration Date, with all such benefits to be at the level in effect on, and
at the same out-of-pocket cost to the Executive as of, the date of
disability. In the absence of a disability income plan at the time of such
disability, the Holding Company shall pay the Executive benefits equal to
those the Executive would have received if the Holding Company's current
disability plan were in effect at such time. Upon the Executive being able to
return to full-time employment after being Disabled but before the expiration
of the Term of Employment, the Executive shall be offered an equivalent
available position and otherwise be subject to the provisions of this
Agreement. Nothing contained in this Section 11 shall preclude the Holding
Company from terminating the Executive's employment without cause, subject to
its payment of benefits as provided in Section 9.
12. EXCISE TAXES. In the event that the Executive shall have imposed
upon him the tax which is imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code") or by any successor provision, by
reason of any payment or benefit which the Executive has received from the
Holding Company or any Subsidiaries, the Holding Company shall pay as
additional compensation to the Executive that amount which, after taking into
account all taxes (including any tax which shall be imposed by Code Section
4999) imposed upon such amount by any federal, state or local government,
shall be equal to the amount of said tax imposed by Code Section 4999.
13. CONFIDENTIAL INFORMATION. The Executive will not disclose to any
other Person (except as required by applicable law or in connection with the
performance of his duties and responsibilities hereunder), or use for his own
benefit or gain, any confidential information of either Employer obtained by
him incident to his employment with the Holding Company. The term
"confidential information" includes, without limitation, financial
information, business plans, prospects and opportunities (such as lending
relationships, financial product developments, or possible acquisitions or
dispositions of business or facilities) which have been discussed or
considered by the management of the Holding Company but does not include any
information which has become part of the public domain by means other than
the Executive's nonobservance of his obligations hereunder.
14. NO MITIGATION; NO OFFSET. In the event of any termination of
employment under this Agreement, the Executive shall be under no obligation
to seek other employment or to mitigate damages, and there shall be no offset
against any amounts due to him under this Agreement for any reason,
including, without limitation, on account of any remuneration attributable to
any subsequent employment that the Executive may obtain. Any amounts due
under this Agreement are in the nature of severance payments or liquidated
damages, or both, and are not in the nature of a penalty.
15. MISCELLANEOUS.
15.1 CONFLICTING AGREEMENTS. The Executive hereby represents and
warrants that the execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other
agreement to which he is a party or is bound, and that he is not now
subject to any covenants against competition or similar covenants which
would affect the performance of his obligations hereunder.
15.2 DEFINITION OF "PERSON". For purposes of this Agreement, the
term "Person"
<PAGE>
shall mean an individual, a corporation, an association, a partnership,
an estate, a trust and any other entity or organization.
15.3 WITHHOLDING. All payments made by the Holding Company under
this Agreement shall be net of any tax or other amounts required to be
withheld by the Holding Company under applicable law.
15.4 ARBITRATION OF DISPUTES. Any controversy or claim arising out
of or relating to this Agreement or the breach thereof shall be settled
by arbitration in accordance with the laws of the Commonwealth of
Massachusetts by three arbitrators, one of whom shall be appointed by
the Holding Company, one by the Executive and the third by the first two
arbitrators. If the first two arbitrators cannot agree on the
appointment of a third arbitrator, then the third arbitrator shall be
appointed by the American Arbitration Association in the City of Boston.
Such arbitration shall be conducted in the City of Boston in accordance
with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in
this Section 15.4. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof. In the event that
it shall be necessary or desirable for the Executive to retain legal
counsel or incur other costs and expenses in connection with the
enforcement of any or all of the Executive's rights under this
Agreement, the Holding Company shall pay (or the Executive shall be
entitled to recover from the Holding Company, as the case may be) the
Executive's reasonable attorneys' fees and other reasonable costs and
expenses in connection with the enforcement of said rights (including
the enforcement of any arbitration award in court) regardless of the
final outcome, unless and to the extent the arbitrators shall determine
that under the circumstances recovery by the Executive of all or a part
of any such fees and costs and expenses would be unjust.
15.5 ASSIGNMENT; SUCCESSORS AND ASSIGNS, ETC. Neither the Holding
Company nor the Executive may make any assignment of this Agreement or
any interest herein, by operation of law or otherwise, without the prior
written consent of the other party and without such consent any
attempted transfer or assignment shall be null and of no effect;
PROVIDED, HOWEVER, that the Holding Company may assign its rights under
this Agreement without the consent of the Executive in the event either
Employer shall hereafter effect a reorganization, consolidate with or
merge into any other Person, or transfer all or substantially all of its
properties or assets to any other Person. This Agreement shall inure to
the benefit of and be binding upon the Holding Company and the
Executive, and their respective successors, executors, administrators,
heirs and permitted assigns. In the event of the Executive's death prior
to the completion by the Holding Company of all payments due him under
this Agreement, the Holding Company shall continue such payments to the
Executive's beneficiary designated in writing to the Holding Company
prior to his death (or to his estate, if he fails to make such
designation).
15.6 ENFORCEABILITY. If any portion or provision of this Agreement
shall to any extent be declared illegal or unenforceable by a court of
competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than
those as to which it is so declared illegal or unenforceable, shall not
be affected thereby, and each portion and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
<PAGE>
15.7 WAIVER. No waiver of any provision hereof shall be effective
unless made in writing and signed by the waiving party. The failure of
any party to require the performance of any term or obligation of this
Agreement, or the waiver by any party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation
or be deemed a waiver of any subsequent breach.
15.8 PRIOR AGREEMENTS. This Agreement supersedes the Amended and
Restated Employment Agreement made as of October 9, 1997 by and among
the Executive, the Holding Company and the Bank.
15.9 NOTICES. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient if in
writing and delivered in person or sent by registered or certified mail,
postage prepaid, to the Executive at the last address the Executive has
filed in writing with the Holding Company or, in the case of the Holding
Company, at its main office, attention of the Board of Directors.
15.10 AMENDMENT. This Agreement may be amended or modified only by
a written instrument signed by the Executive and by duly authorized
representatives of the Holding Company.
15.11 GOVERNING LAW. This is a Massachusetts contract and shall be
construed under and be governed in all respects by the laws of The
Commonwealth of Massachusetts.
16. SOURCE OF PAYMENTS.
16.1 HOLDING COMPANY GUARANTY. All payments provided in this
Agreement shall be timely paid in cash or check from the general funds
of the Holding Company.
16.2 NO DUPLICATE PAYMENTS. Notwithstanding any provision herein to
the contrary, to the extent that payments and benefits, as provided by
this Agreement, are paid to or received by the Executive under the
Amended and Restated Employment Agreement dated as of the date hereof
between the Executive and the Bank, such compensation payments and
benefits paid by the Bank will be subtracted from any amounts due
simultaneously to the Executive under similar provisions of this
Agreement. Under no circumstances shall the Executive be entitled to
receive duplicate payments or benefits under this Agreement and such
other Employment Agreement. Payments pursuant to this Agreement and the
Bank Agreement shall be allocated in proportion to the services rendered
and time expended on such activities by the Executive as determined by
the Holding Company and the Bank on a quarterly basis.
17. NONCOMPETITION.
17.1 WHILE EMPLOYED. During such time as the Executive is employed
hereunder, the Executive will not compete with the banking or any other
business conducted by either of the Employers during the period of his
employment hereunder, nor will he attempt to hire any employee of either
of the Employers, assist in such hiring by any other Person, encourage
any such employee to terminate his or her relationship with either of
the Employers, or solicit or encourage any customer of either of the
Employers to terminate its relationship with such Employer or to conduct
with any other person any business or activity which such customer
conducts or could conduct with such Employer.
17.2 POST-EMPLOYMENT. The provisions of this Section 17.2 shall not
be binding
<PAGE>
on the Executive after a Change in Control shall have occurred. During
the one year period following the date of termination of the Executive's
employment (x) by the Executive on his own initiative for any reason
OTHER THAN (1) death, (2) becoming Disabled (as defined in Section 11),
or (3) Retirement (as defined in Section 7.3), or (y) by either Employer
for Cause or under circumstances which result in the Executive receiving
termination benefits pursuant to Section 9 hereof, the Executive will not
compete from an office within 20 miles of the Bank's main office with
the banking or any other business conducted by either of the Employers
during the period of his employment hereunder, nor will he attempt to
hire any employee of either of the Employers, assist in such hiring by
any other Person, or encourage any such employee to terminate his or her
relationship with either of the Employers.
* * * * *
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Employers, by their duly authorized officers, and by the
Executive, as of the date first above written.
ATTEST: FIRST ESSEX BANK, FSB
/s/ FRANCES GOSSELIN By: /s/ LEONARD A. WILSON
- ------------------------ ----------------------------
Title: Chairman and CEO
[Seal]
WITNESS EXECUTIVE
/s/ CYNTHIA CROSS /s/ BRIAN W. THOMPSON
- ------------------------ ----------------------------
Brian W. Thompson
<PAGE>
EXHIBIT 10.7
EXECUTION COPY
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AGREEMENT made as of the 16th day of December, 1999, by and among
FIRST ESSEX BANK, FSB, a federal savings bank, with its main office in
Lawrence, Massachusetts (the "Bank"), FIRST ESSEX BANCORP, INC., a Delaware
corporation (the "Holding Company") and the parent company of the Bank (the
Bank and the Holding Company shall be hereinafter collectively referred to as
the "Employers"), and Brian W. Thompson of Amherst, Massachusetts (the
"Executive").
WITNESSETH
WHEREAS, the Bank desires to continue to provide for the Executive's
employment by the Bank and in connection therewith desires to amend and
restate the existing employment agreement between the Bank and the Executive;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the Bank and the Executive agree as follows:
1. EMPLOYMENT The Executive shall serve the Bank and the Holding
Company as its President and Chief Operating Officer. In such positions, the
Executive shall have the duties, responsibilities and authorities and
authority as determined and designated from time to time by the Chief
Executive Officer or the Boards of Directors. Notwithstanding the above, the
Executive shall not be required to perform any duties and responsibilities
(a) which would result in a noncompliance with or violation of any applicable
law or regulation or (b) on a regular basis in any locations outside the
counties in which the Bank now has branch offices, unless agreed upon by the
Executive. During the pendency of any temporary or permanent suspension or
termination from the Bank, the Executive shall not perform, in any respect,
directly or indirectly, duties and responsibilities formerly performed at the
Bank as part of his duties and responsibilities as an officer of the Holding
Company.
2. EFFECTIVE DATE AND TERM. The commencement date (the "Commencement
Date") of this Agreement shall be January 1, 1999. The initial term of the
Executive's employment hereunder shall be for three years from the
Commencement Date. The parties intend that, at any point in time during the
Executive's employment hereunder, the then-remaining term of his employment
under this Agreement shall be three years. Accordingly, the term of
employment shall be automatically extended by one day for each day that the
Executive remains employed by the Bank or the Holding Company, unless the
Executive elects not to continue to extend the term of this Agreement by
giving written notice in accordance with Section 7.2 of this Agreement, or
the Board elects not to continue to extend the term of this Agreement (in
which event the provisions of Section 7.1 shall apply). The last day of such
term as so extended from time to time, is herein sometimes referred to as the
"Expiration Date" and the time period from the Commencement Date through the
Expiration Date shall be the "Term of Employment". At least once in each
calendar year the Board will review the Agreement and the Executive's
performance for purposes of determining whether to continue to extend the
Agreement and the rationale and results thereof shall be included in the
minutes of the Board's meeting. The Board shall give notice to the Executive
as soon as possible after such
<PAGE>
review as to whether the Agreement is to continue to be extended.
3. COMPENSATION AND BENEFITS. The compensation and benefits payable to
the Executive under this Agreement shall be as follows:
3.1 SALARY. For all services rendered by the Executive to the
Holding Company and its Subsidiaries, the Executive shall be entitled to
receive a base salary at the rate of $$233,500 per year, subject to
increase from time to time in accordance with the usual practices of the
Bank with respect to review of compensation of its senior executives. In
addition, if the Board increases the Executive's annual base salary at
any time before the Expiration Date, such increased annual base salary
shall become a floor below which such annual base salary shall not fall
(OTHER THAN concurrently with across-the-board salary reductions based
on the Employers' financial performance similarly affecting all senior
management personnel of the Bank) at any future time during the Term of
Employment without the Executive's written consent. The Executive's
salary shall be payable in periodic installments in accordance with the
Bank's usual practice for its senior executives.
3.2 REGULAR BENEFITS. The Executive shall also be entitled to
participate in any and all employee benefit plans, medical insurance
plans, disability income plans, retirement plans, bonus incentive plans,
and other benefit plans from time to time in effect for senior
executives of the Bank. Such participation shall be subject to (i) the
terms of the applicable plan documents, (ii) generally applicable
policies of the Bank and (iii) the discretion of the Board of Directors
of the Bank or any administrative or other committee provided for in or
contemplated by such plan.
3.3 OTHER BENEFITS
(a) AUTOMOBILE. The Executive shall be also be provided with
the use of an automobile at the Employers' expense. The Executive
shall comply with such reasonable reporting and expense limitations
on the use of the automobile as may be established from time to time
by the Bank. The Bank shall include annually on the Executive's Form
W-2 any amount attributable to his personal use of such automobile.
(b) BUSINESS MEMBERSHIPS. The Executive shall also be
reimbursed for the reasonable annual membership fee for the country
club of the Executive's choice.
(c) LIFE INSURANCE. The Executive shall be entitled to receive
life insurance with aggregate coverage equal to a total of four (4)
times the Executives then-current base salary. The amount of all
life insurance provided to the Executive as a senior executive of
the Bank shall be included in the calculation of the life insurance
coverage in this section.
3.4 BUSINESS EXPENSES. The Bank shall reimburse the Executive for
all reasonable travel and other business expenses incurred by him in the
performance of his duties and responsibilities, subject to such
reasonable requirements with respect to substantiation and documentation
as may be specified by the Bank. The Employers shall also reimburse the
Executive for costs and expenses related to the relocation by the
Executive of his primary personal residence from Amherst, Massachusetts,
to a location within reasonable proximity for commuting purposes to the
Employers' executive offices in Andover, Massachusetts, such
reimbursement to be in accordance with the Employers' customary
practices and procedures pertaining to senior executive officers
relocation expense coverage, including reasonable
<PAGE>
requirements with respect to substantiation and documentation as may be
specified by the Employers.
3.5 VACATION. The Executive shall be entitled to not less than four
(4) weeks of vacation per year, to be taken at such times and intervals
as shall be determined by the Executive with the approval of the Bank,
which approval shall not be unreasonably withheld.
3.6 GENERAL. Nothing paid to the Executive under any plan, policy
or arrangement cur- rently in effect or made available in the future
shall be deemed to be in lieu of other compensation to the Executive as
described in this Agreement.
4. EXTENT OF SERVICE. During the Term of Employment, the Executive
shall, subject to the direction and supervision of the Board of Directors of
the Bank, devote his full time, best efforts and business judgment, skill and
knowledge to the advancement of the Employers' interests and to the discharge
of his duties and responsibilities hereunder. He shall not engage in any
other business activity, except as may be approved by the Board of Directors;
PROVIDED, HOWEVER, that nothing herein shall be construed as preventing the
Executive from:
(a) investing his assets in such form or manner as shall not
require any material services on his part in the operations or
affairs of the companies or the other entities in which such
investments are made;
(b) serving on the board of directors of any company, PROVIDED
that he shall not be required to render any material services with
respect to the operations or affairs of any such company; or
(c) engaging in religious, charitable or other community or
non-profit activities which do not impair his ability to fulfill his
duties and responsibilities under this Agreement.
5. TERMINATION UPON DEATH. In the event of the Executive's death during
the Term of Employment, the Executive's employment shall terminate on the
date of his death; PROVIDED, HOWEVER, that the Bank shall pay to the
Executive's beneficiary designated in writing to the Bank prior to his death
(or to his estate, if he fails to make such designation), (i) any base salary
or other compensation earned (together with a PRO RATA portion of the bonus
payable with respect to the year in which death occurred) but not paid to the
Executive prior to the date of death, plus (ii) the base salary that the
Executive would have earned for a period of six months following his death,
plus (iii) an amount equal to any bonus payments or other incentive
compensation that the Executive would have earned if he had been employed for
six months after his death, plus (iv) any death benefits that the Executive
is entitled to under the Bank's policies in effect on the Executive's date of
death. The foregoing bonus payments shall be payable at the time of payment
of similar bonus payments to other executives of the Bank and shall be
computed on the assumption that all the Executive's individual goals (if any)
under any applicable bonus plans were achieved. In addition, the Bank shall
continue in effect the medical benefits of the Executive and the Executive's
dependents, or any of the same, at the level in effect on, and at the same
out-of-pocket cost to the Executive as of, the date of death for a six-month
period commencing on the date of death (or, if such continuation is not
permitted by applicable law or if the Board so determines in its sole
discretion, the Bank shall
<PAGE>
provide the economic equivalent in lieu thereof). Such medical benefits shall
be deemed to have been provided under the provisions of COBRA.
6. TERMINATION BY THE BANK FOR CAUSE.
6.1 TERMINATION BY BANK. The Executive's employment hereunder may
be terminated by the Bank, without further liability on the part of the
Bank, effective immediately, by a two-thirds vote of all of the members
of the Board of Directors of the Bank for Cause (as such term is defined
in Section 6.2) by written notice to the Executive setting forth in
reasonable detail the nature of such Cause, PROVIDED that the Board has
complied with the provisions of Section 6.3.
6.2 CAUSE. Termination for "Cause" shall mean
(a) willful or gross neglect of duties for which employed
(OTHER THAN on account of a medically determinable disability which
renders the Executive incapable of performing such services);
(b) committing fraud, misappropriation or embezzlement in the
performance of duties as an employee of the Bank or the Holding
Company;
(c) conviction of a felony involving a crime of moral
turpitude;
(d) willfully engaging in violations of material banking
regulations; or
(e) willfully engaging in conduct materially injurious to the
Bank or the Holding Company in violation of the covenants contained
in this Agreement.
6.3 BOARD TERMINATION PROCEDURE. In each case, in determining Cause
the alleged acts or omissions of the Executive shall be measured against
standards prevailing in the banking industry generally and the ultimate
existence of Cause must be confirmed by not less than two-thirds of the
Board at a meeting prior to any termination therefor.
6.4 TERMINATION OF OBLIGATIONS. In the event of termination
pursuant to Section 6, all obligations of the Bank under this Agreement
shall terminate as of the date indicated, but vested rights of the
parties hereunder shall not be affected.
7. TERMINATION BY THE EXECUTIVE
7.1 TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive
shall be entitled to terminate his employment hereunder for Good Reason
(as defined in Section 7.4) effective immediately by giving written
notice to the Board of Directors. Upon any such termination, the
Executive shall be entitled to receive the benefits set forth in Section
10.
7.2 OTHER VOLUNTARY TERMINATION BY THE EXECUTIVE. During the Term
of Employment, the Executive may effect, upon sixty (60) days prior
written notice to the Bank, a Voluntary Termination of his employment
hereunder and thereupon the Term of Employment (if not already expired)
shall end. A "Voluntary Termination" shall mean a termination of
employment by the Executive on his own initiative OTHER THAN (a) a
termination due to death or becoming Disabled (as defined in Section
12), (b) a termination for Good Reason, (c) a termination due to
Retirement (as defined in Section 7.3), or (d) a termination as
<PAGE>
a result of the normal expiration of the full Term of Employment. If,
during the Term of Employment, the Executive's employment is so
terminated due to Voluntary Termination, the Term of Employment shall
thereupon end and the Employers shall pay to the Executive the payments
and benefits which the Executive would be entitled to in the event of a
termination of his employment by the Employers for Cause.
7.3 TERMINATION DUE TO RETIREMENT. "Retirement" means the
termination of the Executive's employment with the Bank for any reason
by the Executive at any time after the Executive attains "Retirement
Age" (as hereinafter defined). "Retirement Age" shall mean the earliest
to occur of (X) age 65, (Y) (if applicable) any lesser age at which the
Executive is entitled to retire from the Employers and receive
retirement benefits under the Employers' qualified pension plan, and (Z)
an age of 62 or greater at which the Employers permit the Executive to
retire. The Executive may terminate the Executive's employment hereunder
due to Retirement upon thirty (30) days prior written notice to the
Bank. If, during the Term of Employment, the Executive's employment is
so terminated due to Retirement, the Term of Employment shall thereupon
end and the Executive shall be entitled to (i) continuation of the
Executive's medical benefits at the level in effect on, and at the same
out-of-pocket cost to the Executive as of, the date of termination for
the one year period following the termination of the Executive's
employment due to Retirement (or, if such continuation is not permitted
by applicable law or if the Board so determines in its sole discretion,
the Bank shall provide the economic equivalent in lieu thereof), and
(ii) any other compensation and benefits as may be provided in
accordance with the terms and provisions of any applicable plans and
programs, if any, of the Bank. Such medical benefits shall be deemed to
have been provided under the provisions of COBRA.
7.4 GOOD REASON. For purposes of this Agreement, the term "Good
Reason" shall mean any of the following:
(a) the failure of the Board of Directors of the Bank to elect
the Executive to the office of President and Chief Operating
Officer, or to continue the Executive in such offices;
(b) the failure by the Bank to comply with the provisions of
Section 3.1;
(c) any failure by the Bank to timely pay the amounts (OTHER
THAN base salary) or provide the benefits described in this
Agreement, OTHER THAN an isolated failure not occurring in bad faith
and which is remedied promptly after receipt of written notice
thereof given by Executive;
(d) any reduction in the Executive's base salary or any
material reduction in other benefits in effect for the Executive on
the date hereof or as set forth in this Agreement;
(e) a material breach by the Bank of any of the provisions of
this Agreement which failure or breach shall have continued for
thirty (30) days after written notice from the Executive to the Bank
specifying the nature of such failure or breach; and
(f) a determination by the Board not to continue to extend the
term of this Agreement as provided in Section 2.
In addition,"Good Reason" shall include the following events but only if they
shall occur
<PAGE>
within two years following a "Change in Control" (which term shall have the
meaning defined in the Special Termination Agreement between the Executive
and the Holding Company):
(g) there occurs any material change by the Bank to the
Executive's function, duties, or responsibilities in effect on the
date hereof or as set forth in this Agreement, which change would
cause the Executive's position with the Bank to become one of lesser
responsibility, importance, or scope from the position and
attributes thereof in effect on the date hereof or as set forth in
this Agreement;
(h) the failure by the Bank to continue to provide the
Executive with benefits substantially similar to those available to
the Executive under any of the life insurance, medical, health and
accident, or disability plans or any other material benefit plans in
which the Executive was participating at the time of the Change in
Control, or the taking of any action by the Bank which would
directly or indirectly materially reduce any of such benefits, or
the failure by the Bank to provide the Executive with the number of
paid vacation days to which the Executive is entitled on the basis
of years of service with the Bank in accordance with the Bank's
normal vacation policy in effect at the time of the Change in
Control;
(i) A reasonable determination by the Executive that, as a
result of a Change in Control, he is unable to exercise the
responsibilities, authorities, powers, functions or duties exercised
by the Executive immediately prior to such Change in Control; or
(j) A reasonable determination by the Executive that, as a
result of a Change in Control, his working conditions have
significantly worsened.
8. TERMINATION BY THE BANK WITHOUT CAUSE. The Executive's employment
with the Bank may be terminated without cause by a two-thirds vote of all of
the members of the Board of Directors of the Bank on written notice to the
Executive, PROVIDED, HOWEVER, that the Bank shall have the obligation upon
any such termination to make the payments to the Executive provided for under
Section 10 of this Agreement.
9. TERMINATION BY OPERATION OF LAW. The Executive's employment with
the Bank shall terminate:
(a) if the Executive is removed or permanently prohibited from
participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or (g)(1) of the Federal Deposit
Insurance Act (12 U.S.C. Section 1818(e)(4) or (g)(1) as of the
effective date oF the order.
(b) if the Bank is in default (as defined in Section 3(x)(1)
of the Federal Deposit Insurance Act) as of the date of the default;
or
(c) except to the extent determined that continuation of this
Agreement is necessary for the continued operation of the Bank, by
the Director of the Office of Thrift Supervision (the "Director") or
his or her designee, (x) at the time the Federal Deposit Insurance
Corporation or the Resolution Trust Corporation enters into an
agreement to provide assistance to or on behalf of the Bank under
the authority contained in Section 13(c) of the Federal Deposit
Insurance Act; or (y) at the time the Director or his her designee
approves a supervisory merger to resolve problems related
<PAGE>
to operation of the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition.
10. CERTAIN TERMINATION BENEFITS. In the event of termination pursuant
to Section 7.1 or 8, the Executive shall be entitled to each of the following
benefits:
10.1 EARNINGS TO DATE OF TERMINATION. An amount equal to the sum of
(a) base salary or other compensation earned through the date of
termination, plus (b) the Executive's PRO RATA share (based on the
portion of the fiscal year during which the Executive was employed) of
the highest annual bonus paid during the three fiscal years preceding
the termination of employment, plus (c) all accrued vacation and
deferred compensation.
10.2 LUMP SUM PAYMENT OF REMAINING SALARY OBLIGATION. A lump sum
severance benefit equal to three times the Executive's Highest Total
Compensation during the three preceding fiscal years. Total Yearly
Compensation shall equal the aggregate of all base compensation and any
commissions, or bonuses paid during or accrued with respect to such
year, together with any contributions or accruals made on behalf of
Executive to any profit sharing plan or pension or retirement plan, by
the Bank or the Holding Company (or any predecessor in interest) for the
benefit of the Executive for the calendar year. If the Executive is a
participant in a defined benefit pension or retirement plan, the
increase in the actuarial value of the Executive's benefits under such
plan between the start of the calendar year and the end of the calendar
year shall be deemed to have been "paid" by the Executive's employer for
the benefit of the Executive during such calendar year and shall be
included in the calculation of Total Yearly Compensation.
10.3 BENEFIT CONTINUATION. For the period subsequent to the date of
termination until the Expiration Date, the Executive shall continue to
receive the disability and medical benefits described in Section 3.2
existing on the date of termination at the level in effect on, and at
the same out-of-pocket cost to the Executive as of, the date of
termination. Any cash bonus plans shall be prorated through the date of
termination.
10.4 PENSION ADJUSTMENT. An amount equal to the excess of (a) the
actuarial value of the benefits which the Executive would have accrued
under the Employers' qualified pension plan and non-qualified
supplemental retirement plan if the Executive's employment had continued
for a period of three years following his date of termination, over (b)
the actuarial equivalent of the Executive's actual benefit under the
pension plan and the non-qualified supplemental retirement plan.
11. ADJUSTMENT FOR UNAVAILABILITY OF BENEFITS. If, in spite of the
provisions of Section 10, benefits or service credits under any benefit plan
provided by a third party shall not be payable or provided under any such plan
to the Executive, or to the Executive's dependents, beneficiaries or estate,
because the Executive is no longer deemed to be an employee of the Bank, the
Bank shall pay or provide for payment of such benefits and service credits for
such benefits to the Executive, or to the Executive's dependents, beneficiaries
or estate.
12. DISABILITY. If, due to physical or mental illness, the Executive
shall be disabled so
<PAGE>
as to be unable to perform substantially all of his duties and
responsibilities hereunder, the Bank, acting through its Board of Directors,
may designate another executive to act in his place during the period of his
disability. Notwithstanding any such designation, the Executive shall
continue to receive his full salary and benefits under Section 3 of this
Agreement until the earlier of (X) the Expiration Date or (Y) the date on
which he becomes eligible for disability income under the Employer's
disability income plan (at which time the Executive shall be considered to be
"Disabled"). While receiving disability payments under such plan, the
Executive shall receive a salary from the Bank which when combined with the
Executive's disability income payments will equal eighty (80%) percent of the
Executive's prior salary from the Bank, and shall continue to participate in
the Employers' benefit plans and to receive other benefits as specified in
Section 3.2 until the Expiration Date, with all such benefits to be at the level
in effect on, and at the same out-of-pocket cost to the Executive as of, the
date of disability. In the absence of a disability income plan at the time of
such disability, the Bank shall pay the Executive benefits equal to those the
Executive would have received if the Bank's current disability plan were in
effect at such time. Upon the Executive being able to return to full-time
employment after being Disabled but before the expiration of the Term of
Employment, the Executive shall be offered an equivalent available position
and otherwise be subject to the provisions of this Agreement. Nothing
contained in this Section 12 shall preclude the Holding Company from terminating
the Executive's employment without cause, subject to its payment of benefits
as provided in Section 10.
13. LIMITATION ON PAYMENTS. In no event shall payments pursuant to
Section 10, in the aggregate, exceed three times the Executive's average annual
compensation for the five most recent taxable years that Executive has been
employed by the Bank or its predecessor in interest, or such lesser number of
years in the event that Executive shall have been employed by the Bank or its
predecessor in interest for less than five years. In the event the Bank is
not in compliance with its minimum capital requirements or if such payments
pursuant to Section 10 would cause the Bank's capital to be reduced below its
minimum regulatory capital requirements, such payments shall be deferred
until such time as the Bank or successor thereto is in capital compliance.
14. SUSPENSION OF AGREEMENT. The Executive's employment hereunder shall
be suspended if the Executive is suspended or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
Section 1818(e)(3) and (g)(1)) as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Bank
may in its discretion (i) pay the Executive all or part of the compensation
withheld while this Agreement was suspended pursuant to this Section and (ii)
reinstate (in whole or in part) any of its obligations which were suspended.
15. CONFIDENTIAL INFORMATION. The Executive will not disclose to any
other Person (except as required by applicable law or in connection with the
performance of his duties and responsibilities hereunder), or use for his own
benefit or gain, any confidential information of either Employer obtained by
him incident to his employment with the Bank. The term "confidential
information" includes, without limitation, financial information, business
plans, prospects and opportunities (such as lending relationships, financial
product developments, or possible acquisitions or dispositions of business or
facilities) which have been discussed or
<PAGE>
considered by the management of the Bank but does not include any information
which has become part of the public domain by means other than the
Executive's nonobservance of his obligations hereunder.
16. NO MITIGATION; NO OFFSET. In the event of any termination of
employment under this Agreement, the Executive shall be under no obligation
to seek other employment or to mitigate damages, and there shall be no offset
against any amounts due to him under this Agreement for any reason,
including, without limitation, on account of any remuneration attributable to
any subsequent employment that the Executive may obtain. Any amounts due
under this Agreement are in the nature of severance payments or liquidated
damages, or both, and are not in the nature of a penalty.
17. MISCELLANEOUS.
17.1 CONFLICTING AGREEMENTS. The Executive hereby represents and
warrants that the execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other
agreement to which he is a party or is bound, and that he is not now
subject to any covenants against competition or similar covenants which
would affect the performance of his obligations hereunder.
17.2 DEFINITION OF "PERSON". For purposes of this Agreement, the
term "Person" shall mean an individual, a corporation, an association, a
partnership, an estate, a trust and any other entity or organization.
17.3 WITHHOLDING. All payments made by the Bank under this
Agreement shall be net of any tax or other amounts required to be
withheld by the Bank under applicable law.
17.4 ARBITRATION OF DISPUTES. Any controversy or claim arising out
of or relating to this Agreement or the breach thereof shall be settled
by arbitration in accordance with the laws of the Commonwealth of
Massachusetts by three arbitrators, one of whom shall be appointed by
the Bank, one by the Executive and the third by the first two
arbitrators. If the first two arbitrators cannot agree on the
appointment of a third arbitrator, then the third arbitrator shall be
appointed by the American Arbitration Association in the City of Boston.
Such arbitration shall be conducted in the City of Boston in accordance
with the rules of the American Arbitration Association, except with
respect to the selection of arbitrators which shall be as provided in
this Section 17.4. Judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. In the event
that it shall be necessary or desirable for the Executive to retain
legal counsel or incur other costs and expenses in connection with the
enforcement of any or all of the Executive's rights under this
Agreement, the Bank shall pay (or the Executive shall be entitled to
recover from the Bank, as the case may be) the Executive's reasonable
attorneys' fees and other reasonable costs and expenses in connection
with the enforcement of said rights (including the enforcement of any
arbitration award in court) regardless of the final outcome, unless and
to the extent the arbitrators shall determine that under the
circumstances recovery by the Executive of all or a part of any such
fees and costs and expenses would be unjust.
17.5 ASSIGNMENT; SUCCESSORS AND ASSIGNS, ETC. Neither the Bank nor
the Executive may make any assignment of this Agreement or any interest
herein, by operation of law or otherwise, without the prior written
consent of the other party and without such consent
<PAGE>
any attempted transfer or assignment shall be null and of no effect;
PROVIDED, HOWEVER, that the Bank may assign its rights under this
Agreement without the consent of the Executive in the event either
Employer shall hereafter effect a reorganization, consolidate with or
merge into any other Person, or transfer all or substantially all of its
properties or assets to any other Person. This Agreement shall inure to
the benefit of and be binding upon the Bank and the Executive, and their
respective successors, executors, administrators, heirs and permitted
assigns. In the event of the Executive's death prior to the completion
by the Bank of all payments due him under this Agreement, the Bank shall
continue such payments to the Executive's beneficiary designated in
writing to the Bank prior to his death (or to his estate, if he fails to
make such designation).
17.6 ENFORCEABILITY. If any portion or provision of this Agreement
shall to any extent be declared illegal or unenforceable by a court of
competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than
those as to which it is so declared illegal or unenforceable, shall not
be affected thereby, and each portion and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
17.7 WAIVER. No waiver of any provision hereof shall be effective
unless made in writing and signed by the waiving party. The failure of
any party to require the performance of any term or obligation of this
Agreement, or the waiver by any party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation
or be deemed a waiver of any subsequent breach.
17.8 PRIOR AGREEMENTS. This Agreement supersedes the Amended and
Restated Employment Agreement made as of October 9, 1997 by and among
the Executive, the Holding Company and the Bank.
17.9 NOTICES. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient if in
writing and delivered in person or sent by registered or certified mail,
postage prepaid, to the Executive at the last address the Executive has
filed in writing with the Bank or, in the case of the Bank, at its main
office, attention of the Board of Directors.
17.10 AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by duly authorized
representatives of the Bank.
17.11 GOVERNING LAW. This is a Massachusetts contract and shall be
construed under and be governed in all respects by the laws of The
Commonwealth of Massachusetts.
18. SOURCE OF PAYMENTS.
18.1 HOLDING COMPANY GUARANTY. All payments provided in this
Agreement shall be timely paid in cash or check from the general funds
of the Bank. The Holding Company, however, unconditionally guarantees
payment and provision of all amounts and benefits due hereunder to the
Executive and, if such amounts and benefits due from the Bank are not
timely paid or provided by the Bank, such amounts and benefits shall be
paid or provided by the Holding Company.
18.2 PAYMENTS BY HOLDING COMPANY. Notwithstanding any provision
herein to
<PAGE>
the contrary, to the extent that payments and benefits, as provided by this
Agreement, are paid to or received by the Executive under the Amended and
Restated Employment Agreement dated as of the date hereof between the
Executive and the Holding Company, such compensation payments and benefits
paid by the Holding Company will be subtracted from any amounts due
simultaneously to the Executive under similar provisions of this Agreement.
Under no circumstances shall the Executive be entitled to receive duplicate
payments or benefits under this Agreement and such other Employment
Agreement. Payments pursuant to this Agreement and the Holding Company
Agreement shall be allocated in proportion to the services rendered and
time expended on such activities by the Executive as determined by the Holding
Company and the Bank on a quarterly basis.
19. NONCOMPETITION.
19.1 WHILE EMPLOYED. During such time as the Executive is employed
hereunder, the Executive will not compete with the banking or any other
business conducted by either of the Employers during the period of his
employment hereunder, nor will he attempt to hire any employee of either
of the Employers, assist in such hiring by any other Person, encourage
any such employee to terminate his or her relationship with either of
the Employers, or solicit or encourage any customer of either of the
Employers to terminate its relationship with such Employer or to conduct
with any other person any business or activity which such customer
conducts or could conduct with such Employer.
19.2 POST-EMPLOYMENT. The provisions of this Section 19.2 shall
not be binding on the Executive after a Change in Control shall have
occurred. During the one year period following the date of termination
of the Executive's employment (x) by the Executive on his own initiative
for any reason OTHER THAN (1) death, (2) becoming Disabled (as defined
in Section 12), or (3) Retirement (as defined in Section 7.3), or (y) by
either Employer for Cause or under circumstances which result in the
Executive receiving termination benefits pursuant to Section 10 hereof,
the Executive will not compete from an office within 20 miles of the
Bank's main office with the banking or any other business conducted by
either of the Employers during the period of his employment hereunder,
nor will he attempt to hire any employee of either of the Employers,
assist in such hiring by any other Person, or encourage any such
employee to terminate his or her relationship with either of the
Employers.
* * * * *
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Employers, by their duly authorized officers, and by the
Executive, as of the date first above written.
ATTEST: FIRST ESSEX BANK, FSB
/s/ FRANCES GOSSELIN By: /s/ LEONARD A. WILSON
- -------------------------- ------------------------------
Title: Chairman and CEO
[Seal]
WITNESS EXECUTIVE
/s/ CYNTHIA CROSS /s/ BRIAN W. THOMPSON
- -------------------------- ------------------------------
Brian W. Thompson
The undersigned hereby guarantees the
obligations of First Essex Bank, FSB,
under the foregoing agreement
FIRST ESSEX BANCORP, INC.
By: /s/ LEONARD A. WILSON
------------------------------
Title: Chairman & CEO
[Seal]
<PAGE>
EXHIBIT 10.9(b)
FIRST ESSEX BANCORP, INC.
71 MAIN STREET
POST OFFICE BOX 2010
ANDOVER, MASSACHUSETTS 01810
December 16, 1999
Mr. Brian W. Thompson
288 Iduna Lane
Amherst, Massachusetts 01002
RE: EXECUTIVE SPECIAL TERMINATION AGREEMENT
------------------------------------------------
Dear Brian,
We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of December 30, 1996 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:
1. Section 4.2 of the Agreement is hereby amended to read as follows:
"4.2 An aggregate amount equal to three (3) times the sum of
the Executive's (a) then current base salary and (b) highest annual
bonus paid during the three fiscal years preceding termination of
employment; and"
2. Section 4.3 of the Agreement is hereby amended to read as follows:
"4.3 An amount equal to the excess of (a) the actuarial value
of the benefits which the Executive would have accrued under the
Employers' qualified pension plan and non-qualified supplemental
retirement plan if the Executive's employment had continued for a
period of three years following his date of termination, over (b) the
actuarial equivalent of the Executive's actual benefit under the
pension plan and the non-qualified supplemental retirement plan."
In all other respects the Agreement shall remain in full force and
effect.
Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a
<PAGE>
binding agreement between us, under seal, to be governed by in all respects
the laws of The Commonwealth of Massachusetts without giving effect to the
principles of conflicts of law of such state.
Very truly yours,
First Essex Bancorp, Inc.
By: /s/ LEONARD A. WILSON
----------------------------
Name: Leonard A. Wilson
Title: Chairman & CEO
Agreed and Accepted:
/s/ BRIAN W. THOMPSON
- -----------------------------
Brian W. Thompson
<PAGE>
Exhibit 10.10(b)
FIRST ESSEX BANCORP, INC.
71 MAIN STREET
POST OFFICE BOX 2010
ANDOVER, MASSACHUSETTS 01810
December 16, 1999
Mr. William F. Burke
11 Myrtle Street
Woburn, Massachusetts 01801
RE: EXECUTIVE SPECIAL TERMINATION AGREEMENT
-------------------------------------------
Dear Bill,
We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of January 1, 1994 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:
1. Section 5.2 of the Agreement is hereby amended to read as follows:
"5.2 An aggregate amount equal to three (3) times the sum of
the Executive's (a) then current base salary and (b) highest annual
bonus paid during the three fiscal years preceding termination of
employment."
2. Section 6. of the Agreement is hereby amended to read as follows:
"6. In the event a Terminating Event occurs within two (2)
years after a Change in Control, the Holding Company shall continue to
pay to the Executive the disability and medical benefits existing on
the date of the Terminating Event at the level in effect on, and at the
same out-of-pocket cost to the Executive as of, the date of such
Terminating Event, for a period of three (3) years. Such medical
benefits shall be deemed to have been provided under the provisions of
COBRA. Additionally, the Holding Company shall provide an amount equal
to the excess of (a) the actuarial value of the benefits which the
Executive would have accrued under the Employers' qualified pension
plan and non-qualified supplemental retirement plan if the Executive's
Employment had continued for a period of three (3) years following his
date of termination, over (b) the actuarial equivalent of the
Executive's actual benefit under the pension plan and the non-qualified
supplemental retirement plan."
<PAGE>
In all other respects the Agreement shall remain in full force and
effect.
Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a binding agreement between us, under seal, to be
governed by in all respects the laws of The Commonwealth of Massachusetts
without giving effect to the principles of conflicts of law of such state.
Very truly yours,
First Essex Bancorp, Inc.
By: /s/ LEONARD A. WILSON
----------------------------
Name: Leonard A. Wilson
Title: Chairman & CEO
Agreed and Accepted:
/s/ WILLIAM F. BURKE
- -------------------------
William F. Burke
<PAGE>
EXHIBIT 10.10(c)
FORM OF
SPECIAL TERMINATION AGREEMENT AMENDMENT
ENTERED INTO WITH MESSRS. GOLON AND DIGAETANO
FIRST ESSEX BANCORP, INC.
71 MAIN STREET
POST OFFICE BOX 2010
ANDOVER, MASSACHUSETTS 01810
December 16, 1999
[Officer's name]
[Address]
RE: EXECUTIVE SPECIAL TERMINATION AGREEMENT
--------------------------------------------
Dear [Name],
We are writing to confirm the changes we have agreed to make to that
certain Special Termination Agreement (the "Agreement") between you and First
Essex Bancorp, Inc. (the "Holding Company"), dated as of January 1, 1994 and
restated as of October 9, 1997. We propose to confirm our mutual understanding
of the following Amendments to the Agreement:
1. Section 5.2 of the Agreement is hereby amended to read as follows:
"5.2 An aggregate amount equal to two (2) times the sum of
the Executive's (a) then current base salary and (b) highest annual
bonus paid during the three fiscal years preceding termination of
employment."
2. Section 6 of the Agreement is hereby amended to read as follows:
"6. In the event a Terminating Event occurs within two (2)
years after a Change in Control, the Holding Company shall continue to
pay to the Executive the disability and medical benefits existing on
the date of the Terminating Event at the level in effect on, and at the
same out-of-pocket cost to the Executive as of, the date of such
Terminating Event, for a period of two (2) years. Such medical benefits
shall be deemed to have been provided under the provisions of COBRA.
Additionally, the Holding Company shall provide an amount equal to the
excess of (a) the actuarial value of the benefits which the Executive
would have accrued under the Employers' qualified
<PAGE>
pension plan and non-qualified supplemental retirement plan if the
Executive's employment had continued for a period of two (2) years
following his date of termination, over (b) the actuarial equivalent
of the Executive's actual benefit under the pension plan and the
non-qualified supplemental retirement plan."
In all other respects the Agreement shall remain in full force and
effect.
Please counter sign below to confirm your agreement with the foregoing
amendments to the Agreement. Upon our receipt of such countersignature, this
letter agreement shall become a binding agreement between us, under seal, to be
governed in all respects by the laws of The Commonwealth of Massachusetts
without giving effect to the principles of conflicts of law of such state.
Very truly yours,
First Essex Bancorp, Inc.
By:_____________________________
Name:___________________________
Title:__________________________
Agreed and Accepted:
_________________________
[Name]
<PAGE>
EXHIBIT 21
SUBSIDIARIES
Subsidiaries of First Essex Bancorp, Inc. include the following:
A. First Essex Bank, FSB, a federally chartered corporation which has the
following subsidiaries:
1.) First Essex Capital, Inc., a Massachusetts corporation
2.) First Essex Mortgage Company, Inc., a Massachusetts corporation
3.) First Essex Securities Corporation, a Massachusetts corporation
4.) MPL-NH, Inc., a New Hampshire corporation
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report on First Essex Bancorp, Inc. dated January 20, 2000 (except with respect
to the matters discussed in Notes 22 and 23, as to which the date is March 23,
2000), included in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8 (File Nos. 33-21292, 333-22183 and
333-35057).
ARTHUR ANDERSEN LLP
/s/Arthur Andersen LLP
Boston, Massachusetts
March 23, 2000
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