UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended June 30, 1999
-------------
Commission file number 000-23904
---------
SLADE'S FERRY BANCORP
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3061936
------------- ----------
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification Number)
100 Slade's Ferry Avenue 02726
Somerset, Massachusetts
----------------------- -----
(Address of principal executive offices) (Zip Code)
(508)675-2121
-------------
(Registrant's telephone number, including area code)
Check 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 past 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common stock ($.01 par value) 3,469,495.192 shares as of June 30, 1999.
- -----------------------------------------------------------------------
PART I
ITEM 1
Financial Statements
- ----------------
SLADE'S FERRY BANCORP
CONSOLIDATED BALANCE SHEET
UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
----------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 14,324,341 $ 15,686,520
Federal funds sold -0- 14,500,000
Investment securities(1) 19,664,200 20,921,254
Securities available for sale(2) 66,633,638 58,199,292
Federal Home Loan Bank stock 1,013,400 899,900
Loans (net) 224,361,401 213,938,277
Premises and equipment 7,024,549 6,687,271
Other real estate owned 559,095 1,026,095
Accrued interest receivable 1,889,821 1,598,282
Goodwill 2,740,368 2,853,768
Cash surrender value of life insurance 1,618,841 1,613,517
Other assets 3,688,224 2,430,544
-------------------------------
TOTAL ASSETS $343,517,878 $340,354,720
===============================
LIABILITIES & STOCKHOLDERS' EQUITY:
Deposits $305,098,092 $303,785,865
Notes payable 799,330 847,990
Advances from Federal Home Loan Bank 4,427,688 4,475,454
Other borrowed funds 1,220,502 42,329
Other liabilities 1,842,740 1,495,697
-------------------------------
TOTAL LIABILITIES 313,388,352 310,647,335
STOCKHOLDERS' EQUITY:
Common stock 34,695 34,464
Paid in capital 22,603,675 22,285,220
Retained earnings 8,413,389 7,103,642
Accumulated other comprehensive income (loss) (922,233) 284,059
-------------------------------
TOTAL STOCKHOLDERS' EQUITY 30,129,526 29,707,385
-------------------------------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $343,517,878 $340,354,720
===============================
- --------------------
<F1> Investment securities are to be held to maturity and have a fair market
value of $19,635,934 as of June 30, 1999 and $21,282,941 as of December
31, 1998.
<F2> Securities classified as Available for Sale are stated at fair value
with any unrealized gains or losses reflected as an adjustment in
Stockholders' Equity.
</TABLE>
CONSOLIDATED STATEMENT OF INCOME AND EXPENSE
(UNAUDITED)
6 MONTHS ENDING JUNE 30,
<TABLE>
<CAPTION>
1999 1998
--------------------------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME:
Interest and fees on loans $ 9,771,498 $ 9,751,293
Interest and dividends on investments 2,388,492 1,845,215
Other interest 182,902 335,647
--------------------------
Total interest and dividend income 12,342,892 11,932,155
--------------------------
INTEREST EXPENSE:
Interest on deposits 5,188,905 5,231,751
Interest on other borrowed funds 188,673 84,178
--------------------------
Total interest expense 5,377,578 5,315,929
--------------------------
Net interest and dividend income 6,965,314 6,616,226
--------------------------
PROVISION FOR LOAN LOSSES 300,000 300,000
Net interest and dividend income
after provision for loan losses 6,665,314 6,316,226
--------------------------
OTHER INCOME:
Service charges on deposit accounts 456,806 442,517
Security gains, net 492,189 184,469
Other income 181,490 158,115
--------------------------
Total other income 1,130,485 785,101
--------------------------
OTHER EXPENSE:
Salaries and employee benefits 2,745,596 2,653,819
Occupancy expense 406,294 344,851
Equipment expense 274,996 291,617
Loss (gain) on sale of other real estate owned
Write down of other real estate owned 28,030 4,236
Writedown of other real estate owned 57,024 0
Other expense 1,374,845 1,143,844
--------------------------
Total other expense 4,886,785 4,438,367
--------------------------
Income before income taxes 2,909,014 2,662,960
Income taxes 1,114,299 1,053,553
--------------------------
NET INCOME$ 1,794,715 $ 1,609,407
==========================
Basic earnings per share $ 0.52 $ 0.48
==========================
Diluted earnings per share $ 0.52 $ 0.48
==========================
Average shares outstanding 3,460,858 3,373,842
==========================
</TABLE>
CONSOLIDATED STATEMENT OF INCOME AND EXPENSE
(UNAUDITED)
3 MONTHS ENDING JUNE 30,
<TABLE>
<CAPTION>
1999 1998
------------------------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME:
Interest and fees on loans $5,002,558 $4,865,934
Interest and dividends on investments 1,194,675 992,578
Other interest 78,863 215,530
------------------------
Total interest and dividend income 6,276,096 6,074,042
------------------------
INTEREST EXPENSE:
Interest on deposits 2,581,250 2,660,322
Interest on other borrowed funds 95,383 43,944
------------------------
Total interest expense 2,676,633 2,704,266
------------------------
Net interest and dividend income 3,599,463 3,369,776
------------------------
PROVISION FOR LOAN LOSSES 150,000 150,000
Net interest and dividend income
after provision for loan losses 3,449,463 3,219,776
------------------------
OTHER INCOME:
Service charges on deposit accounts 229,726 224,209
Security gains, net 200,623 128,189
Other income 84,543 73,130
------------------------
Total other income 514,892 425,528
------------------------
OTHER EXPENSE:
Salaries and employee benefits 1,298,274 1,335,703
Occupancy expense 196,459 166,017
Equipment expense1 37,248 141,544
Loss (gain) on sale of other real estate owned 7,665 0
Write down of other real estate owned 57,024 0
Other expense 766,652 576,281
------------------------
Total other expense 2,463,322 2,219,545
------------------------
Income before income taxes 1,501,033 1,425,759
Income taxes 578,760 561,700
------------------------
NET INCOME$ 922,273 $ 864,059
========================
Basic earnings per share $ 0.27 $ 0.25
========================
Diluted earnings per share $ 0.27 $ 0.25
========================
Average shares outstanding 3,466,189 3,415,284
========================
</TABLE>
SLADE'S FERRY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30
------------------------
(Unaudited)
<TABLE>
<CAPTION>
Reconciliation of net income to net cash used in operating activities: 1999 1998
--------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,794,715 $ 1,609,407
Adjustments to reconcile net income to net cash used in operating
activities:
Accretion, net of amortization of fair market value adjustments (4,359) (4,359)
Amortization of goodwill 113,400 113,400
Depreciation and amortization 336,339 330,860
Gain on sale of fixed assets -0- (2,700)
Securities available for sale gains, net (492,189) (184,469)
Provision for loan losses 300,000 300,000
Increase (decrease) in taxes payable (11,850) 100,101
Increase in interest receivable (291,539) (88,935)
Decrease in interest payable (5,198) (8,456)
Increase (decrease) in accrued expenses 391,592 153,313
(Increase) decrease in prepaid expenses (333,381) 41,762
Accretion of securities, net of amortization (42,420) (70,230)
Accretion of securities available for sale, net of amortization 34,527 12,658
Loss (gain) on sale of other real estate owned 28,030 4,236
Writedown of other real estate owned 57,024 0
Change in unearned income (50,300) 17,376
(Increase) decrease in other assets (148,310) (1,898,843)
Decrease in other liabilities (40,692) (151,708)
--------------------------
Net cash provided by operating activities 1,635,389 273,413
--------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale (21,778,663) (20,241,024)
Maturities of interest bearing time deposits -0- 106,688
Maturities of securities available for sale 10,084,259 9,053,434
Sales of securities available for sale 1,741,964 514,416
Proceeds from sale of other real estate owned 599,990 62,764
Proceeds from maturities of investment securities 6,475,534 5,096,059
Purchases of investment securities (5,176,058) (7,150,038)
Net increase in loans (10,925,961) (1,435,675)
Capital expenditures (673,617) (82,542)
Proceeds from sale of fixed assets -0- 2,700
Purchases of Federal Home Loan Bank Stock (113,500) (9,300)
Recoveries of previously charged-off loans 40,792 16,633
--------------------------
Net cash used in investing activities (19,725,260) (14,065,885)
--------------------------
</TABLE>
SLADE'S FERRY BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30
------------------------
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
1999 1998
--------------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock $ 318,686 $ 323,709
Net increase (decrease) in demand deposits, NOW, money market
and savings accounts (2,051,185) 1,641,404
Net increase in time deposits 3,363,412 8,406,159
Net increase in short-term borrowing 1,178,173 58,275
Dividends paid (484,968) (349,462)
Advances (payments) on Federal Home Loan Bank (47,766) 1,321,600
Increase (decrease) in notes payable (48,660) (48,659)
--------------------------
Net cash provided by financing activities 2,227,692 11,353,026
--------------------------
Net decrease in cash and cash equivalents (15,862,179) (2,439,446)
Cash and cash equivalents at beginning of period 30,186,520 20,323,501
--------------------------
Cash and cash equivalents at end of period $14,324,341 $17,884,055
==========================
SUPPLEMENTAL DISCLOSURES:
Loans originating from sales of Other Real Estate Owned $ 237,000 $ 60,800
Interest paid$ 5,382,776 $ 5,324,385
Income taxes paid $ 1,126,149 $ 953,452
Loans transferred to Other Real Estate Owned $ 218,045 $ 248,095
</TABLE>
SLADE'S FERRY BANCORP AND SUBSIDIARY, SLADE'S FERRY TRUST COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1999
Note A - Basis of Presentation
- ------------------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and,
accordingly, do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of the management of Slade's Ferry Bancorp, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six months ended
June 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
Note B - Accounting Policies
- ----------------------------
The accounting principles followed by Slade's Ferry Bancorp and subsidiary and
the methods of applying these principles which materially affect the
determination of financial position, results of operations, or changes in
financial position are consistent with those used at year end 1998.
The consolidated financial statements of Slade's Ferry Bancorp include its
wholly-owned subsidiary, Slade's Ferry Trust Company, and its subsidiaries,
the Slade's Ferry Realty Trust, and the Slade's Ferry Securities Corporation.
All significant intercompany balances have been eliminated.
ITEM 2
Management's Discussion and Analysis
- ------------------------------------
Financial Condition
- -------------------
Assets at June 30, 1999 increased to $343.5 Million from $340.4 Million
reported at December 31, 1998. The most noted variances in the asset
components occurred in net loans, which increased by $10.4 Million, and the
Securities Available for Sale category, which increased $8.4 Million. The
Bank has also set aside an additional $2.0 Million as short term investments
maturing in the mid November early December 1999 time frame to provide
additional liquidity, if needed, for the Y2K (year 2000) event. Funding for
the increase in loans and expansion of the investment portfolio was provided
from excess daily liquidity that was temporarily invested in the Federal Funds
category.
Management attributes loan growth to a favorable economy and an active
business development program. New loans that were recorded during the last
six months were predominately in the commercial sector, represented by multi-
type business and collateralized by various types of real estate located in
the southeastern area of Massachusetts and in the abutting state of Rhode
Island.
Deposits increased slightly by $1.3 Million at June 30, 1999 to $305.1 Million
when compared to $303.8 Million reported at year end 1998. Deposit levels
remained relatively flat with the exception of additional deposits being
generated by the new branches opened in early 1999. The Bank continues to pay
competitive interest rates on certificate of deposit accounts to attract new
deposits in order to meet the increasing loan demand. However, if necessary,
investments in the Available for Sale category may be used to help fund new
loans. The Bank also has the ability to borrow from other entities such as
the Federal Home Loan Bank.
At June 30, 1999, securities classified as Available for Sale had net
unrealized losses of $841,348 as a result of current market conditions and the
recent increase in the prime rate. Besides the utilization of the sale of
these securities to meet loan demand, they may also be sold from time to time
to improve interest rate risk by reinvesting the proceeds from their sales
into higher yielding investments. Management, through the Asset-Liability
Committee (ALCO), constantly manages interest rate risk to minimize any
exposure to rising or decreasing interest rates. Despite current market
conditions, investment securities, when held to maturity, will mature at par
value.
Investment Securities are securities that the Company will hold to maturity
and are carried at amortized cost on the balance sheet, and are summarized as
follows as of June 30, 1999.
<TABLE>
<CAPTION>
Gross
Gross Unrealized
Amortized Unrealized Holding
(Dollars in Thousands) Cost Basis Holding Gains Losses Fair Value
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt securities issued by the U. S.
Treasury and other U. S.
Government corporations and
agencies $ 7,553 $24 $ 11 $ 7,566
Debt securities issued by states of the
United States and political
subdivisions of the states 12,024 52 94 11,982
Mortgage-backed securities 87 -0- -0- 87
Other debt securities -0- -0- -0- -0-
- --------------------------------------------------------------------------------------------------
$19,664 $76 $105 $19,635
==================================================================================================
</TABLE>
Investments in Available for Sale securities are carried at fair value on the
balance sheet and are summarized as follows as of June 30, 1999.
<TABLE>
<CAPTION>
Gross
Gross Unrealized
Amortized Unrealized Holding
(Dollars in Thousands) Cost Basis Holding Gains Losses Fair Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt securities issued by the U. S.
Treasury and other U. S.
Government corporations and
Agencies $45,243 $ 1 $ 926 $44,318
Corporate Bonds 522 -0- 15 507
Marketable Equities 3,924 6 26 3,904
Mortgage-backed securities 18,344 3 442 17,905
Asset-backed securities -0- -0- -0- -0-
- ---------------------------------------------------------------------------------------------
$68,033 $10 $1,409 $66,634
=============================================================================================
</TABLE>
<TABLE>
<S> <C>
Decrease to Stockholders' Equity:
(In Whole Dollars)
Unrealized loss on Available for Sale securities $1,398,633
Less tax effect 557,285
----------
Net unrealized loss on Available for Sale securities $ 841,348
==========
</TABLE>
INFORMATION WITH RESPECT TO NONACCRUAL AND PAST DUE LOANS
AT JUNE 30, 1999 AND 1998 AND DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
At June 30 At December 31
------------------ ------------------
(Dollars in Thousands) 1999 1998 1998 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nonaccrual Loans $2,647 $4,047 $3,331 $4,597
Loans 90 days or more past due and still
Accruing 560 705 317 147
Real estate acquired by foreclosure
or substantively repossessed 559 340 1,026 159
Percentage of nonaccrual loans to total loans 1.16% 1.89% 1.53% 2.15%
Percentage of nonaccrual loans and real estate
acquired by foreclosure or substantively
epossessed to total assets .93% 1.39% 1.54% 2.00%
Percentage of allowance for possible loan
losses to nonaccrual loans 146.11% 85.05% 107.15% 80.36%
</TABLE>
The $2.6 Million in nonaccrual loans consists of $2.2 Million of real estate
mortgages and $.4 Million attributed to commercial loans. Of the total
nonaccrual loans outstanding, there are no loans restructured at June 30,
1999.
The Company's nonperforming assets which consists of nonaccrual loans, loans
90 days or more past due and still accruing, and real estate acquired by
foreclosure or substantively repossessed, decreased to $3.8 Million at June
30, 1999 from $4.7 Million reported on December 31, 1998. Nonaccrual loans,
which is the largest component of nonperforming assets, were down by $684,000
compared to year end 1998. The decrease was a combination of loans totaling
$316,000 that became nonaccrual during the last six months offset by $612,000
of payments on previously classified nonaccrual loans, $190,000 of loans
brought back on accrual, $1,000 of loans charged off, and $197,000 of loans
transferred to Other Real Estate Owned. Loans past due 90 days or more but
still accruing increased by $243,000 during this six month period. These
loans are residential real estate mortgages with substantial values
collateralizing each loan.
Real estate acquired through foreclosure or substantively repossessed
decreased to $599,095 from $1,026,095 reported at December 31, 1998, and
consists of three parcels of real estate with appraised values totaling
$670,000. The Company is in the process of finalizing sales on several of
these properties and currently has one purchase and sales agreement with a
closing planned for late August 1999.
The percentage of nonaccrual loans to total loans decreased from 1.53%
reported at year end 1998 to 1.16% at June 30, 1999 primarily due to the
combinations of an increase in total loans and a decrease in the nonaccrual
category.
INFORMATION WITH RESPECT TO NONACCRUAL AND RESTRUCTURED LOANS
AT JUNE 30, 1999 AND 1998 AND DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
At June 30 At December 31
------------------ ------------------
(Dollars in Thousands) 1999 1998 1998 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Nonaccrual Loans $2,647 $4,047 $3,331 $4,597
Interest income that would have been recorded
under original terms $ 115 $ 176 $ 318 $ 394
Interest income recorded during the period $ 5 $ 13 $ 37 $ 58
</TABLE>
The Company stops accruing interest on a loan once it becomes past due 90 days
or more unless there is adequate collateral and the financial condition of the
borrower is sufficient. When a loan is placed on a nonaccrual status, all
previously accrued but unpaid interest is reversed and charged against current
income. Interest is thereafter recognized only when payments are received and
the loan becomes current.
Loans in the nonaccrual category will remain until the possibility of
collection no longer exists, the loan is paid off or becomes current. When a
loan is determined to be uncollectible, it is then charged off against the
Allowance for Loan Losses.
Statement of Financial Accounting Standards No. 114 "Accounting by Creditors
for Impairment of a Loan" applies to all loans except large groups of smaller-
balance homogeneous loans that are collectively evaluated for impairment,
loans measured at fair value or at a lower of cost or fair value, leases, and
debt securities as defined in Statement 115. Statement 114 requires that
impaired loans be valued at the present value of expected future cash flows
discounted at the loan's effective interest rate or as a practical expedient,
at the loan's observable market value of the collateral if the loan is
collateral dependent. Smaller balance homogeneous loans are considered by the
Company to include consumer installment loans and credit card loans.
Included in the $2,646,914 in nonaccrual loans are $2,537,396 which the
Company has determined to be impaired, for which $187,486 have a related
allowance for credit losses of $109,089 and $2,349,910 have no related
allowance for credit losses. Management is not aware of any other loans that
pose a potential credit risk or where the loans are current but the borrowers
are experiencing financial difficulty.
There were no other loans classified for regulatory purposes at June 30, 1999
that management reasonably expects will materially impact future operating
results, liquidity or capital resources.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Six Months Years Ended
At June 30 At December 31
------------------ ------------------
(Dollars in Thousands) 1999 1998 1998 1997
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at January 1 $3,569 $3,694 $3,694 $3,354
- -----------------------------------------------------------------------------------
Charge-offs:
Commercial (36) (549) --- (40)
Real estate - construction --- --- --- ---
Real estate - mortgage --- --- (716) (147)
Installment/consumer (7) (20) (76) (68)
- -----------------------------------------------------------------------------------
(43) (569) (792) (255)
- -----------------------------------------------------------------------------------
Recoveries:
Commercial 7 4 8 41
Real estate - construction --- --- --- ---
Real estate - mortgage 23 2 43 16
Installment/consumer 11 11 16 38
- -----------------------------------------------------------------------------------
41 17 67 95
- -----------------------------------------------------------------------------------
Net Charge-offs (2) (552) (725) (160)
- -----------------------------------------------------------------------------------
Additions charged to operations 300 300 600 500
- -----------------------------------------------------------------------------------
Balance at end of period $3,867 $3,442 $3,569 $3,694
===================================================================================
Ratio of net charge-offs to
average loans outstanding 0.001% 0.259% 0.340% 0.080%
</TABLE>
The Allowance for Loan Losses at June 30, 1999 was $3,867,496, compared to
$3,569,282 at year end 1998. The Allowance for Loan Losses as a percentage of
outstanding loans increased by 0.05% during the six month period to 1.69% from
1.64% reported at year end 1998.
The Bank provided $600,000 in 1998, $500,000 in 1997, and $300,000 as of June
30, 1999 to the Allowance for Loan Losses. Loans charged off were $792,000 in
1998, $255,000 in 1997, and $43,000 as of June 30, 1999. Recoveries on loans
previously charged off were $67,000 in 1998, $95,000 in 1997 and $41,000 as of
June 30, 1999. Management believes that the Allowance for Loan Losses of
$3,867,496 is adequate to absorb any losses in the foreseeable future,
recognizing the credit risk and the dependency on economic conditions
associated with commercial loans, and the overall growth of the loan
portfolio.
The level of the Allowance for Loan Losses is evaluated by management and
encompasses several factors, which include but are not limited to, recent
trends in the nonperforming loans, the adequacy of the assets which
collateralize the nonperforming loans, current economic conditions in the
market area, and various other external and internal factors.
This table shows an allocation of the allowance for loan losses as of the end
of each of the periods indicated.
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998 December 31, 1997
----------------------- ---------------------- ----------------------
Percent of Percent of Percent of
Loans in Loans in Loans in
Each Each Each
Category Category Category
to Total to Total to Total
Amount Loans Amount Loans Amount Loans
- ------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Domestic:
Commercial $1,541(1) 21.51% $1,249(1) 20.06% $ 984(1) 17.14%
Real estate - Construction 57 3.44 27 1.73 44 3.12
Real estate - mortgage 1,942(2) 71.55 1,964(2) 75.21 2,311(2) 76.50
Consumer(3) 327(4) 3.50 329(4) 3.00 355(4) 3.24
- ---------------------------------------------------------------------------------------------------------
$3,867 100.00% $3,569 100.00% $3,694 100.00%
- -------------------
<F1> Includes amounts specifically reserved for impaired loans of $264,892 as
of June 30, 1999, $128,207 as of December 31, 1998 and $42,937 as of
December 31, 1997 as required by Financial Accounting Standard No. 114,
Accounting for Impairment of Loans.
<F2> Includes amounts specifically reserved for impaired loans of $153,919 as
of June 30, 1999, $187,554 as of December 31, 1998 and $566,220 as of
December 31, 1997 as required by Financial Accounting Standard No. 114,
Accounting for Impairment of Loans.
<F3> Includes consumer, obligations of states and political subdivisions and
other.
<F4> Includes amounts specifically reserved for impaired loans of $5,087 as
of June 30, 1999, $9,126 as of December 31, 1998, and $14,413 as of
December 31, 1997, as required by Financial Accounting Standard No. 114,
Accounting for Impairment of Loans.
</TABLE>
The loan portfolio's largest segment of loans is commercial real estate loans,
which represent 55.4% of gross loans. Residential real estate represents
16.1% of gross loans. The Company requires a loan to value ratio of 80% in
both commercial and residential mortgages. These mortgages are secured by
real properties which have a readily ascertainable appraised value.
Generally, commercial real estate loans have a higher degree of credit risk
than residential real estate loans because they depend primarily on the
success of the business. When granting these loans, the Company evaluates the
financial statements of the borrower(s), the location of the real estate, the
quality of management, and general economic and competitive conditions. When
granting a residential mortgage, the Company reviews the borrower(s)'
repayment history on past debts, and assesses the borrower(s)' ability to meet
existing obligations and payments on the proposed loans.
Commercial loans consist of loans predominantly collateralized by inventory,
furniture and fixtures, and accounts receivable. In assessing the collateral
for this type of loan, management applies a 40% liquidation value to
inventories, 25% to furniture, fixtures and equipment; and 60% to accounts
receivable. Commercial loans represent 21.5% of the loan portfolio.
Consumer loans are generally unsecured credits and represent 3.5% of the total
loan portfolio. These loans have a higher degree of risk then residential
mortgage loans. The underlying collateral of a secured consumer loan tends to
depreciate in value. Consumer loans are typically made based on the borrower's
ability to repay the loan through continued financial stability. The Company
endeavors to minimize risk by reviewing the borrower's repayment history on
past debts, and assessing the borrower's ability to meet existing obligations
on the proposed loans.
The allocation of the Allowance for Loan Losses is based on management's
judgement of potential losses in the respective portfolios. While management
has allocated reserves to various portfolio segments, the Allowance is general
in nature and is available for the portfolio in its entirety.
Results of Operations
- ---------------------
Net interest and dividend income for six months ending June 30, 1999 increased
by $349,088 to $6,965,314 compared to $6,616,226 recorded during the same
period in 1998. Total interest and dividend income was up by $410,737 due to
a larger loan and investment base. This was offset by an increase in interest
expense of $61,649 which was created by higher deposit levels held during
these last six months, despite the lower rates paid on deposit accounts than
in the same six month period in the prior year.
The Provision for Loan Losses is a charge against earnings and funds the
Allowance for Loan Losses. The Bank's provision during the six month period
ending June 30, 1999 was $300,000, the same amount recorded during the first
six months of 1998.
Total Other Income increased by $345,384 to $1,130,485 for the first six
months of 1999 when compared to $785,101 reported during the same period in
1998. Service charges on deposit accounts reflects an increase of $14,289 due
to a larger customer base being serviced. The growth of the customer base is
primarily attributed to the two new branches that were opened in early 1999.
Gains realized on sale of securities totaled $492,189 compared to $184,469
realized in the same period in the prior year. Management sold certain
selected corporate equities due to favorable market conditions. Corporate
equities generally have a greater risk as they are subject to rapid market
fluctuations. These securities are constantly monitored and evaluated to
determine their suitability for sale or retention in the portfolio.
Management
minimizes its risk by limiting the total amount invested into marketable
equity securities to 5% of the total investment portfolio.
Other Income was up by $23,375 mainly as a result of a net increase in
checkbook fees derived by the Bank printing customers' checks internally
rather than outsourcing to check printing vendors. This new service took
effect in early 1999.
Total Other Expense for the first six months in 1999 was up by $448,418 to
$4,886,785 when compared to $4,438,367 recorded during the same period in
1998. Salaries and employee benefits which is the largest component of Other
Expense, had a total increase of $91,777 of which $220,169 is attributed to
salaries and various benefits including contributions to a new Profit Sharing
Plan established in 1998. Offsetting this increase is a FASB 87 adjustment of
$121,304 associated with the employee Defined Benefit Retirement Plan that
became suspended as of December 31, 1998. Occupancy and equipment expense
combined were up by $44,822 primarily due to depreciation of the two new
branch facilities opened in early 1999.
A loss of $28,030 was realized on the sale of properties previously acquired
through foreclosure during the first six months compared to a loss of $4,236
recorded in the same period of the prior year.
Also, as of June 30, 1999, the expense associated with the writedown of other
real estate owned (OREO) to reflect the current values of the properties
totaled $57,024. During the same period in the prior year, there were no
writedowns on OREO properties.
The following table sets forth the components of the line item Other Expense.
This table reflects an increase of $190,371 to $766,652 from $576,281 for the
three month period ending June 30, 1999, and an increase of $231,001 to
$1,374,845 from $1,143,844 for the six month period ending June 30, 1999.
<TABLE>
<CAPTION>
Second Quarter Six Months
-------------------------- ------------------------------
Dollars in Thousands 1999 1998 Variance 1999 1998 Variance
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Amortization of Goodwill $ 57 $ 57 0 $ 113 $ 113 0
Advertising & Public Relations 130 100 30 248 199 49
Stationery & Supplies 88 62 26 157 116 41
Communications 80 66 14 166 151 15
Professional fees & Other Services 49 73 (24) 96 137 (41)
Other Miscellaneous Expenses 363 218 145 595 428 167
- -------------------------------------------------------------------------------------------------
Other Expense $767 $576 $191 $1,375 $1,144 $231
=================================================================================================
</TABLE>
The increases in Advertising and Public Relations and Stationery and Supplies
were primarily due to the promoting and supplying of the two new branch
facilities. Communications increased primarily due to increases in general
postage and telephone usage at the new facilities along with the installation
of a new telephone system at the main office. Professional Fees decreased as
a result of reduced collection and repossession expense and reduced legal
activity. Miscellaneous Expense increased due to expenditures associated with
the acquisition and maintenance of OREO property, and an increase in Directors
Fees for meetings attended.
Income, before income taxes, totaled $2,909,014 at June 30, 1999, up by
$246,054 when compared to $2,662,960 reported on June 30, 1998. Applicable
taxes increased by $60,746 to $1,114,299 when compared to $1,053,553 reported
in the prior year.
Net income of $1,794,715 reflects an increase of 11.51% when compared to
earnings of $1,609,407 reported at June 30, 1998. Diluted earnings per share
were $0.52 for six months ending June 30, 1999 compared to $0.48 for the same
period in 1998.
The results of operation for the second quarter in 1999 indicates that the net
interest income was up by $229,687 to $3,599,463 from $3,369,766 earned during
the same period in the previous year. This is a result of the steady growth
in the loan portfolio and the maintenance of interest expense on deposit
accounts. The Provision for Loan Losses remained the same as incurred during
the second quarter in 1998. Total Other Income increased by $89,364 of which
$5,517 is associated with service charges due to increased number of customers
being serviced, $72,434 is capital gains recognized on sale of corporate
equities, and $9,400 due to the check printing process as aforementioned.
Total Other Expense increased by $243,777. Salaries and employee benefits
decreased by $37,429 which includes increases in salaries and benefits of
$83,875 offset by the FASB 87 adjustment of $121,304 to the Defined Benefit
Retirement Plan as mentioned above. Occupancy and equipment expense combined
increased by $26,146 predominately attributed to the depreciation of the two
new branch facilities opened in early 1999. In the second quarter a loss of
$7,665 was incurred on sale of other real estate owned and $57,024 is
attributed to the writedown of other real estate owned. During the same
period in the previous year, the Bank did not incur any expense associated
with the writedown or sale of other real estate owned.
Variances in Advertising and Public Relations and Stationery and Supplies
during the second quarter compared to the same period in the previous year
were associated with the promotion, advertising and supplying of the new
branches. Communications was up by $14,000 due to increased postage and
additional cost of telephone lines and usage.
Professional fees indicates a decrease of $24,000 due to a decrease in legal
fees and collection and repossession costs. Other miscellaneous expense
increased by $145,000 of which $107,000 is associated with acquisition and
maintenance of OREO properties and $38,000 related to increased committee fees
and ACH and ATM fees.
Income before taxes for the second quarter in 1999 was up by $75,274 to
$1,501,033 from $1,425,759 reported for the same period in the prior year.
Applicable taxes increased by $17,060 to $578,760 when compared to $561,700
reported in the second quarter in 1998.
The net income for the three month period ending June 30, 1999 was $922,273,
or an increase of 6.74%, when compared to $864,059 earned in the second
quarter in 1998. Diluted earnings per share were $0.27 compared to $0.25 per
share for the same period in 1998.
Year 2000 Compliance
- --------------------
The approaching Year 2000 presents companies in all industries with a myriad
of challenges including the ongoing operation of their data systems to check
proper interpretation of calendar year digits and resulting calculations. To
meet these challenges, the Company has completed an assessment of Year 2000
issues, developed a plan to resolve these issues, and commenced the
implementation of changes and testing required to achieve compliance.
The Company, as of March 31, 1999, has completed changes and testing of all
essential systems utilizing both internal and external resources. Previously
identified applications for processing depositors' and borrowers' accounts,
stockholder information, origination and receiving electronic charges and
credits (ACH) items, general ledger processing and the PC network system,
including the teller system, went through a four phase testing schedule to
ensure full compliance to Year 2000 needs. As of March 31, 1999, all four
phases of the testing schedule have been completed, verified, and are
satisfactory.
The testing of the Federal Reserve Bank's fedline system, which provides the
Company the ability to perform various operations including originating and
receiving ACH items, performing wire transfers and purchasing securities, was
completed and verified in December, 1998. The ATM renovation and testing has
also been completed.
Key vendors and customers have been identified and contacted to determine any
vulnerability the Company may have due to the failure of these parties to
remedy their own Year 2000 issues. The above mentioned testing has been
performed using the resources of key vendors and the Company's own internal
resources. To the extent that key vendors, customers or other general
suppliers not affiliated with the Company, such as communications and electric
suppliers, are unsuccessful in properly addressing the Year 2000 issue, the
Company could possibly be negatively impacted. Although the Company does not
anticipate any system to be non-compliant, should a problem arise with a key
vendor, customer or general supplier, the Company is finalizing a contingency
plan to deal with these issues. It is impossible at this time to determine
the impact this could have on the Company's operations, liquidity and
financial condition.
The total cost of the Year 2000 project is estimated to be approximately
$40,000 to $50,000. These costs are not expected to be material to the
Company's operations, liquidity or financial condition. These estimated costs
are based upon management's best estimates which have been derived from
numerous assumptions of future events which include the availability of
certain resources, third party modification plans, and other factors.
However, there is no guarantee that these estimates will hold true, and actual
results could differ from those anticipated. To date, the company has
incurred Year 2000 related expenses totaling $21,750 with all phases of the
testing schedule completed. It is anticipated that any further cost
pertaining to Year 2000 will be immaterial.
The Federal Deposit Insurance Corporation (FDIC) has established Year 2000
standards for safety and soundness consistent with the Federal Financial
Institution's Examination Council (FFIEC) guidance papers describing certain
essential steps that each FDIC - supervised financial institution must take to
become Year 2000 ready. There is ongoing regulatory oversight by the FDIC of
all insured financial institutions, including the Company, concerning Year
2000 compliance.
The Company is presently conducting a study to determine the amount of excess
liquidity that may be required to meet unusual cash requirements for the year
2000 event. Management
recognizes the possibility of depositors withdrawing excess cash and is
preparing for this event accordingly.
Liquidity
- ---------
The Company's principal sources of funds are customer deposits, loan
amortization, loan payoffs, and the maturities of investment securities.
Through these sources, funds are provided for customer withdrawals from their
deposit accounts, loan originations, draw-downs on loan commitments,
acquisition of investment securities and other normal business activities.
Investors' capital also provides a source of funding.
The largest source of funds is provided by depositors. The largest component
of the Company's deposit base is reflected in the Time Deposit category. The
Company does not participate in brokered deposits. Deposits are obtained from
consumers and commercial customers within the Bank's community reinvestment
area, being Bristol County, Massachusetts and several abutting towns in Rhode
Island.
The Company also has the ability to borrow funds for liquidity purposes from
correspondent banks, the Federal Home Loan Bank, as well as the Federal
Reserve Bank of Boston by pledging various investment securities as
collateral. The Company did not have the need to borrow for liquidity
purposes in 1998. During the first six months of 1999, the Company borrowed
for three days an average of $2.3 Million. Tax payments made by our customers
which are owed to the Federal Reserve Bank Treasury Tax and Loan account are
classified as Short Term borrowings. The Notes Payable represents a note due
Fleet Bank. The note is attributable to Fairbank, Inc. and was assumed at the
time of the merger. It has a final maturity in November, 1999. Due to the
applicable prepayment fees, it is advantageous for the Bank to continue with
the applicable terms of the note. There is also a $4,427,688 borrowing from
the Federal Home Loan Bank representing the match funding program that is
available to qualified borrowers.
Excess available funds are invested on a daily basis as Federal Funds Sold and
can be withdrawn daily. The Bank attempts through its cash management
strategies to maintain a minimum level of Federal Funds Sold to further
enhance its liquidity.
Liquidity represents the ability of the Bank to meet its funding requirements.
In assessing the appropriate level of liquidity, the Bank considers deposit
levels, lending requirements, and investment maturities in light of prevailing
economic conditions. Through this assessment, the Bank manages its liquidity
level to optimize earnings and respond to fluctuations in customer borrowing
needs.
At June 30, 1999, the Bank's liquidity ratio stood at 29.5% as compared to
32.8% at December 31, 1998. The liquidity ratio is determined by dividing the
Bank's short term assets (cash and due from banks, interest bearing deposits
due from other banks, securities, and federal funds sold) by the Bank's total
deposits. Management believes the Bank's liquidity to be adequate to meet the
current and presently foreseeable needs of the Bank.
The comparison of cash flows for the six months ending June 30, 1999 and 1998
shows an increase in the net cash provided by operating activities of $1.4
Million. This is largely
attributable to the decrease in other assets which includes $1.6 Million of
single premium life insurance policies purchased in 1998, which provided each
member of the Board of Directors with a supplemental life insurance benefit.
Cash flows from investing activities show a net increase in cash used in
investing activities of $5.7 Million when compared to 1998. Purchases of
securities decreased by $0.4 Million offset by an increase in maturities and
sales of securities of $3.6 Million when compared to the same six months
in 1998.The remaining $9.5 Million is attributable to the increase
in cash used in loan activity.
Cash provided by financing activities decreased $9.1 Million during the first
six months of 1999 when compared to the same period in 1998. The change in
cash provided by time deposits represented $5.0 Million of the decrease.
There were also decreases in cash provided by demand, NOW, money market and
savings accounts of $4.0 Million, and advances from the Federal Home Loan Bank
of $1.4 Million. This was offset by an increase in short term borrowings of
$1.1 Million.
Capital
- -------
As of June 30, 1999, the Company had total capital of $30,129,526. This
represents an increase of $422,141 from $29,707,385 reported on December 31,
1998. The increase in capital was a combination of several factors.
Additions consisted of six months earnings of $1,794,715 and transactions
originating through the Dividend Reinvestment Program whereby 7,644.214 shares
were issued for cash contributions of $102,792 and 15,437.156 shares were
issued for $215,894 in lieu of cash dividend payments. These additions were
offset by dividends paid of $484,968.
Also, affecting capital is accumulated other comprehensive income (loss) which
reflects net unrealized gains or losses, net of taxes, on securities
classified as Available-for-Sale and the minimum pension liability adjustment.
On December 31, 1998 the Available-for-Sale portfolio had unrealized gains,
net of taxes, of $364,944, and on June 30, 1999, as a result of current market
values, the portfolio reflects unrealized losses, net of taxes, of $841,348.
There was no change in the minimum pension liability adjustment of $80,885,
net of taxes, recorded December 31, 1998.
Under the requirements for Risk Based and Leverage Capital of the federal
banking agencies, a minimum level of capital will vary among banks based on
safety and soundness of operations. Risk Based Capital ratios are calculated
with reference to risk-weighted assets, which include both on and off balance
sheet exposure.
At June 30, 1999 the actual Risk Based Capital of the Bank was $25,368,000 for
Tier 1 Capital, exceeding the minimum requirements of $9,767,120 by
$15,600,880. Total Capital of $28,430,000 exceeded the minimum requirements
of $19,534,240 by $8,895,760 and Leverage Capital of $25,368,000 exceeded the
minimum requirements of $13,663,040 by $11,704,960. In addition to the
"minimum" capital requirements, "well capitalized" standards have also been
established by the Federal Banking Regulators.
The table below illustrates the capital ratios of the Company and the Bank on
June 30, 1999 and at December 31, 1998.
<TABLE>
<CAPTION>
Well June 30, 1999 December 31, 1998
Capitalized ------------------ ------------------
Requirement Bancorp Bank Bancorp Bank
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total Capital (to Risk Weighted Assets) 10% 12.79% 11.64% 12.80% 11.69%
- ------------------------------------------------------------------------------------------------
Tier I Capital (to Risk Weighted Assets) 6% 11.54% 10.39% 11.47% 10.36%
- ------------------------------------------------------------------------------------------------
Leverage Capital (to Average Assets) 5% 8.22% 7.43% 8.12% 7.38%
- ------------------------------------------------------------------------------------------------
</TABLE>
ITEM 3
Quantitative and Qualitative Disclosure of Market Risk
- ------------------------------------------------------
Interest Rate Risk
- ------------------
Volatility in interest rates requires the Company to manage interest rate risk
that arises from the differences in the timing of repricing of assets and
liabilities. The Company considers interest rate risk, the exposure of
earnings to adverse movements in interest rates, to be a significant market
risk as it could potentially have an effect on the Company's financial
condition and results of operation.
The Company's Asset-Liability Management Committee, comprised of the Bank's
Executive Management team, has the responsibility of managing interest rate
risk, and monitoring and adjusting the difference between interest-sensitive
assets and interest-sensitive liabilities ("GAP" position) within various time
periods.
Management's objective is to reduce and control the volatility of its net
interest margin by managing the relationship of interest-earning assets and
interest-bearing liabilities. In order to manage this relationship, the
committee utilizes a GAP report prepared on a monthly basis. The GAP report
indicates the differences or gap between interest-earning assets and interest-
bearing liabilities in various maturity or repricing time periods. This, in
conjunction with certain assumptions, and other related factors, such as
anticipated changes in interest rates and projected cash flows from loans,
investments and deposits, provides management a means of evaluating interest
rate risk.
In addition to the GAP report, the Company also uses an analysis to measure
the exposure of net interest income to changes in interest rates over a
relatively short (i.e., 12 months) time frame. The analysis projects future
interest income and expenses from the Company's earning assets and interest-
bearing liabilities. Depending on the GAP position, the Company's policy
limit on interest rate risk specifies that if interest rates were to change
immediately up or down 200 basis points, estimated net interest income for the
next twelve months should not decline by more than ten percent. The following
table reflects the Company's estimated exposure as a percentage of estimated
net interest income for the next twelve months, assuming an immediate change
in interest rates:
<TABLE>
<CAPTION>
Estimated Exposure as a Percentage
Rate Change of Net Interest Income
(Basis Points) June 30, 1999
------------------------------------------------------------
<C> <C>
+200 (1.09%)
-200 (1.00%)
</TABLE>
The model used to monitor earnings-at-risk provides management a measurement
tool to assess the effect of changes in interest rates on the Company's
current and future earnings. The 10% limit established by the Company
provides an internal tolerance level to control interest rate risk exposure.
PART II
OTHER INFORMATION
ITEM 1
Legal Proceedings
- -----------------
The civil suit brought in Plymouth Superior Court by a former employee of the
acquired National Bank of Fairhaven was adjudicated during the period June 22
through June 29, 1999. Although no judgement has yet been entered, the jury
awarded in favor of the plaintiff $145,432 plus interest, costs and attorney's
fees in an amount that is yet to be determined. The Company is considering
filing a motion to overturn the jury decision and if necessary, will consider
filing an appeal. At present, the Company has not made any payment nor
accrued any liability.
ITEM 4
Proposal One - Election of Clerk/Secretary
- ------------------------------------------
The following individual was reelected by the stockholders to serve as
Clerk/Secretary until the next annual meeting of the stockholders, and until
his successor is elected and qualified.
<TABLE>
<CAPTION>
VOTES
--------------------------
Nominee For Against
---------------------------------------------------------------
<S> <C> <C>
Attorney Peter G. Collias 2,547,049 10,780
</TABLE>
Proposal Two - Election of Class One Directors
- ----------------------------------------------
The following five individuals were re-elected to serve as directors of the
Company until the 2002 Annual Meeting of stockholders, and until their
successors are elected or qualified.
<TABLE>
<CAPTION>
VOTES
--------------------------
Nominee For Against
---------------------------------------------------------------
<S> <C> <C>
Donald T. Corrigan 2,529,346 23,433
Lawrence J. Oliveira DDS 2,517,692 35,086
Peter Paskowski 2,520,190 32,588
Kenneth R. Rezendes Sr. 2,538,104 14,675
Charles Veloza 2,538,104 14,675
</TABLE>
The following additional directors continued their terms in office after the
meeting.
Thomas B. Almy William A. MacLean Jr.
James D. Carey Francis A. Macomber
Peter G. Collias Majed Mouded MD
Melvyn A. Holland William J. Sullivan
Shaun O'Hearn Sr. David F. Westgate
At the same meeting, the stockholders also approved amendments to the 1996
Stock Option Plan (i) eliminating the three (3) year waiting period prior to
issuance of stock options to new directors, (ii) eliminating provisions on
vesting and repurchase by the Corporation under the Automatic Grant Program;
and (iii) eliminating the provision requiring a retiring director to exercise
any outstanding options within six months or lose them.
The vote on this matter was 2,488,536 For and 67,981 Against
ITEM 6
Exhibits and Reports on Form 8-K
(a) Exhibits: See exhibit index
(b) Reports on Form 8-K: None
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
10 Stock Option Plan (as amended)]
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SLADE'S FERRY BANCORP
---------------------
(Registrant)
Date Signature
August 9, 1999 /s/ Kenneth R. Rezendes
----------------------------------
Kenneth R. Rezendes
President/CEO
August 9, 1999 /s/ James D. Carey(Date)
----------------------------------
James D. Carey
Executive Vice President
August 9, 1999 /s/ Ralph S. Borges
----------------------------------
Ralph S. Borges
Treasurer
Chief Financial Officer
Chief Accounting Officer
Dated: April 13, 1999
----------------------
SLADE'S FERRY BANCORP
STOCK OPTION PLAN
(as amended to date)
1. Purpose of the plan. This Stock Option Plan (the "Plan"), is intended
to encourage ownership of shares of Slade's Ferry Bancorp (the "Corporation")
by key employees (including officers) and non-employee Directors of the
Corporation and its subsidiaries and to provide additional incentive for them
to promote the success of the business.
2. Shares subject to plan. There will be reserved for use upon the
exercise of options to be granted from time to time under the Plan
("Options"), an aggregate of 250,000 Common Shares, of the par value of $.01
per share (the "Common Shares"), of the Corporation, which shares may be in
whole or in part, as the Board of Directors of the Corporation (the "Board of
Directors") shall from time to time determine, authorized but unissued Common
Shares or issued Common Shares which shall have been reacquired by the
Corporation. For purposes of the Plan, the "Plan Year" shall be the 12-month
period ending on each February 28. Options shall not be granted in any Plan
Year for in excess of an aggregate of 50,000 Common Shares under both the
Discretionary Grant and the Automatic Grant Programs hereunder; provided,
however, that, if an Option shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares covered thereby shall
(unless the Plan shall have been terminated) be added to the shares otherwise
available for Options which may be granted in accordance with the terms of the
Plan.
3. Administration of the plan. The Board of Directors shall appoint a
Stock Option Plan Committee (the "Committee"), which shall consist of not less
than three members of the Board of Directors. Subject to the provisions of
the Plan, the Committee shall have plenary authority in its discretion to
administer the Discretionary Grant Program, including to determine the
employees (including officers) of the Corporation and its subsidiaries to whom
Options shall be granted, the number of shares to be covered by each of the
Options, the time or times at which Options shall be granted, the date or
dates on which the Option is to become exercisable and the remaining
provisions of the option grant. The committee shall also have the authority
to interpret the Plan and to prescribe, amend, and rescind rules and
regulations relating to it.
The Automatic Grant Program shall be administered by the Committee but
all grants under that program will be made in strict compliance with the
express provisions of that program and no administrative discretion will be
exercised by the Committee with respect to grants made under that program.
The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed
and may fill vacancies, however caused, in the Committee. The Committee shall
select one of its members as its chairman and shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. Any action may be taken by a written instrument signed
by a majority of the members and action so taken shall be fully as effective
as if it had been taken by a vote of a majority of the members at a meeting
duly called and held. The Committee shall make such rules and regulations for
the conduct of its business as it shall deem advisable. No Board member may
serve on the Committee if he or she has received an option grant or stock
award under the Option Plan other than pursuant to the Automatic Grant
Program, or under any other stock plan of the Corporation or its parent or
subsidiary within the twelve months preceding his/her appointment to the
Committee.
4. Discretionary Grant Program.
(a) Subject to the overall limitations on the number of shares for which
options may be granted set forth in paragraph 2, options under this
program may be granted in each Plan Year to such eligible person
for such number of shares as the Committee in its discretion
determines appropriate. All options granted hereunder must be
granted and exercised within ten years from the date the Plan is
adopted by the Corporation or approved by the stockholders,
whichever is earlier, and the option price may not be less than the
fair market value of the stock at the time the option is granted.
Options granted under this program will be incentive stock options
designed to meet the requirements of Section 422 of the Internal
Revenue Code.
(b) Key employees (including officers) of the Corporation or its
subsidiaries (whether now existing or subsequently established) are
eligible to receive option grants under the Discretionary Option
Grant Program. Only employee Board members (other than Board members
serving on the Committee are eligible to participate in the
Discretionary Option Grant Program. In making any determination as
to persons to whom Options shall be granted and as to the number of
shares to be covered by such Options, the Committee shall take into
account the duties of the respective person, their present and
potential contributions to the success of the Corporation, and such
other factors as the Committee shall deem relevant in connection with
accomplishing the purpose of the Plan.
(c) An employee granted an option under this program (a "Grantee") must
remain an employee of the Corporation or its subsidiaries from the
time the option is granted until three months before the option is
exercised. Once a Grantee's employment is terminated, other than by
death or disability, the Grantee must exercise any option he has a
right to exercise within three months of the date of his termination
of employment or the option will automatically expire. If a
Grantee's employment is terminated as a result of his permanent and
total disability, such Grantee shall have one year from the date of
termination to exercise any option he has a right to exercise or it
will automatically expire. If a Grantee's employment is terminated
by the Grantee's death, the option may be exercised according to its
terms by the personal representative of the Grantee's estate or the
person to whom the option is transferred by the Grantee's will or the
laws of inheritance. Under no circumstances can an option be
exercised after the specified expiration of the option term.
(d) Stock that has been purchased by exercise of an option granted under
the Discretionary Option Program can not be sold, exchanged or
disposed of by gift for at least two years from the date the option
was granted and one year from the date the option was exercised and
the stock was transferred to him.
(e) The shares of Common Stock acquired upon the exercise of one or more
options may be subject to repurchase by the Company at the original
exercise price paid per share upon the Grantee's cessation of service
prior to vesting in such shares. The Committee has complete
discretion in establishing the vesting schedule to be in effect for
any such unvested shares and may cancel the Company's outstanding
repurchase rights with respect to those shares at any time, thereby
accelerating the vesting of the shares subject to the canceled
rights.
(f) Subject to the general conditions stated below and the express
provisions of the Plan, the Committee has full authority to determine
the eligible individuals who are to receive grants under
Discretionary Option Grant Program, the number of shares to be
covered by each granted option, the date or dates on which the option
is to become exercisable, the maximum term for which the option is to
remain outstanding and the remaining provisions of the option grant.
5. Automatic Grant Program.
(a) An option for 2,000 shares of Common Stock shall be granted each Plan
Year on the day after the Annual Shareholders' Meeting, or any
Special Meeting in lieu thereof, to each eligible non-employee
director of the Company or its subsidiaries (the "Grantee"). All
grants under this program will be non-statutory options which are not
intended to satisfy the requirements of Section 422 of the Internal
Revenue Code.
(b) Eligibility for participation under this program is limited to non-
employee directors of the Company or its subsidiaries. Any employee
director of the Company or its subsidiaries who ceases to be an
employee but remains a director shall be eligible under this program,
provided he otherwise qualifies, in the first Plan year commencing
after the termination date of his employment with the Company or its
subsidiaries.
In no event shall an Option be granted to a person who, immediately
after such Option is granted, owns (as defined in Sections 422 and
424 of the Internal Revenue Code of 1986) shares possessing more than
10 percent of the total combined voting power or value of all classes
of shares of the Corporation or of its parent or any subsidiary
corporation.
(c) Each option granted under the Automatic Grant Program will be subject
to the following terms and conditions:
(i) The exercise price per share will be equal to 100% of the fair
market value per share of Common Stock on the automatic grant
date.
(ii) Each option will have a maximum term of five (5) years measured
from the grant date.
(iii)Each option will be immediately exercisable for all the option
shares.
(iv) The option will remain exercisable for a six-month period
following the Grantee's cessation of Board service for any
reason other than death, permanent disability or retirement
Should the Grantee die within such six-month period, then each
such option will remain exercisable for a twelve-month period
following such Grantee's death and may be exercised by the
personal representative of the Grantee's estate or the person to
whom the option is transferred by the Grantee's will or the laws
of inheritance. In no event, however, may the option be
exercised after the expiration date of the option term.
(v) Should the Grantee die or become permanently disabled while
serving as a Board member, then the shares of Common Stock
subject to each automatic option grant held by that individual
Grantee may be purchased at any time within the twelve-month
period following the date of the Grantee's cessation of Board
service.
(vi) Upon the successful completion of a hostile tender offer for
securities possessing more than 50% of the Company's outstanding
voting stock, each automatic option grant which has been
outstanding for at least six months may be surrendered to the
Company for a cash distribution per surrendered option share in
an amount equal to the excess of (i) the highest price per share
of Common Stock paid in such hostile tender offer over (ii) the
exercise price payable for such share.
The remaining terms and conditions of the option will in general conform
to the general terms and conditions set forth in paragraph 8 and will be
incorporated into the option agreement evidencing the automatic grant.
6. Stock Appreciation Rights. Two types of stock appreciation rights are
authorized for issuance under the Discretionary Grant Program: (i) tandem
rights, which require the option holder to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of such option
for appreciation distribution and (ii) limited rights, which are automatically
exercised upon the occurrence of a hostile takeover.
The appreciation distribution payable by the Corporation upon the
exercise of a tandem stock appreciation right will be equal in amount to the
excess of (i) the fair market value (on the exercise date) of the shares of
Common Stock in which the optionee is at the time vested under the surrendered
option over (ii) the aggregate exercise price payable for such shares. Such
appreciation distribution may, at the Committee's discretion, be made in
shares of Common Stock valued at fair market value on the exercise date, in
cash or in a combination of cash and Common Stock.
One or more officers or directors of the Company subject to the short-
swing profit restrictions of the Federal securities laws may, at the
discretion of the Committee, be granted limited stock appreciation rights in
connection with their option grants under the Discretionary Grant Program.
Any option with such a limited stock appreciation right in effect for at least
six (6) months will automatically be canceled, to the extent exercisable for
one or more vested option shares, upon the successful completion of a hostile
tender offer for more than 50% of the Company's outstanding voting stock. In
return, the officer will be entitled to a cash distribution from the Company
in an amount per canceled option share equal to the excess of (i) the highest
price per share of Common Stock paid in the tender offer over (ii) the option
exercise price.
7. Acceleration of Options/Termination of Repurchase Rights. Upon the
occurrence of any of the following transactions (a "Corporate Transaction"):
(i) A merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of
which is to change the state of the Corporation's incorporation'
(ii) the sale, transfer, or other disposition of all, or substantially
all, of the Corporation's assets; or
(iii) any reverse merger in which the Corporation is the surviving
entity, but in which fifty percent (50%) or more of the
Corporation's outstanding voting stock is transferred to holders
different from those who held the stock immediately prior to such
merger;
each outstanding option under the Discretionary Option Grant Program will,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares at the time subject to such option.
No such acceleration will occur, however, if (i) the option is either to be
assumed by the successor corporation or replaced by a comparable option to
purchase shares of the capital stock of the successor corporation or (ii) the
acceleration of the option is subject to other limitations imposed by the
Committee at the time of grant. Immediately following the consummation of the
Corporate Transaction, all outstanding options will terminate and cease to be
exercisable, except to the extent assumed by the successor corporation.
The Corporation's outstanding repurchase rights under the Discretionary
Option Grant Program will also terminate and all shares subject to such
repurchase rights will immediately vest, upon the occurrence of any such
Corporate Transaction, except to the extent (i) the repurchase rights are
expressly assigned to the successor corporation or (ii) such accelerated
vesting is subject to other limitations imposed by the Committee at the time
the underlying options were granted.
8. General Terms and Conditions.
(a) All options are non-transferable and are exercisable only by the
individual to whom it was granted except upon the individual's death
when the option may be exercised by the personal representative of
that individual's estate or the person to whom the option is
transferred as established by will or under law at the individual's
death.
(b) No option may be granted to any person who at the time of the option
grant owns stock with more than ten percent of the total combined
voting power of all classes of stock of the Corporation or any
parent subsidiary. No person eligible to participate herein shall
be granted options to purchase Common Shares which are exercisable
during any one calendar year, to the extent that the fair market
value of such shares (determined at the time of the grant of the
Option) exceeds $100,000 in any calendar year, except and to the
extent that the Options shall have accumulated over a period in
excess of one year.
(c) The option price of all options shall be not less than the fair
market value of the stock at the time the option is granted. The
fair market value shall be determined to be the average of the
closing bid and ask prices for the stock as quoted by A.G. Edwards &
Sons, Inc., the market maker for the Corporation's common stock.
(d) Should an option expire or terminate for any reason prior to
exercise in full, the shares subject to the portion of the option no
so exercised will be available for subsequent options grants under
the Option Plan. Shares subject to any options surrendered or
canceled in accordance with the stock appreciation right provisions
of the Option Plan will not be available for subsequent grants.
(e) No Grantee shall have any shareholder rights with respect to any
option shares until the Grantee has exercised the option and paid
the purchase price.
(f) The exercise price of an option may be paid in whole or in part with
shares of Slade's Ferry Bancorp Common Stock owned by the Grantee.
9. Changes in Capitalization. In the event any change is made to the
Common Stock issuable under the Plan by reason of any stock split, stock
dividend, combination of shares, exchange of shares, corporate transaction, or
other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration, appropriate adjustments will be made
to (i) the maximum number and/or class of securities issuable under the Option
Plan, (ii) the maximum number and/or class of securities for which any one
individual may be granted stock options and separately exercisable stock
appreciation rights under the Option Plan, (iii) the number and/or class of
securities for which option grants will subsequently be made under the
Automatic Option Grant Program to each non-employee Board member, and (iv) the
class and/or number of securities and exercise price per share in effect under
each outstanding option.
Each outstanding option which is assumed in connection with a Corporate
Transaction will be appropriately adjusted to apply and pertain to the number
and class of securities which would otherwise have been issued in consummation
of such Corporate Transaction, to the option holder had the option been
exercised immediately prior to the Corporate transaction. Appropriate
adjustments will also be made to the option price payable per share and to the
class and number of securities available for future issuance under the Option
Plan on both an aggregate and a per-participant basis.
10. Option Plan Amendments. The Board may amend or modify the Option Plan
in any or all respects, except that the Board may not, without the approval of
the Company's shareholders, (i) materially increase the maximum number of
shares issuable under the Option Plan (except in connection with certain
changes in capitalization), (ii) materially modify the eligibility
requirements for option grants, or (iii) otherwise materially increase the
benefits accruing to participants under the Option Plan.
Unless sooner terminated by the Board, the Option Plan will in all
events terminate on March 11, 2006. Any options outstanding at the time of
such termination will remain in force in accordance with the provisions of the
instruments evidencing such grants.
11. Effectiveness of plan. The Plan shall become effective on such date as
the Board of Directors shall determine, but only after: (a) the shareholders
of the Corporation shall, by the affirmative vote of a majority in interest of
the Common shares, have approved the Plan; (b) any amendment to the
Corporation's Articles of Organization necessary to increase the number of
authorized Common Shares to accommodate shares set aside under the plan has
been filed with the Massachusetts Secretary of State's Office; (c) the Common
Shares reserved for the purposes of the Plan shall have been registered under
the Securities Act of 1993 as amended; and (d) the Board of Directors shall
have been advised by counsel that all applicable legal requirements have been
complied with.
12. Time of granting options. Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Board of Directors or the
stockholders of the Corporation nor any action taken by the Committee shall
constitute the granting of any option. The granting of an Option shall take
place only when a written option agreement shall have been duly executed and
delivered by or on behalf of the Corporation and by the Grantee to whom such
Option shall be granted.
--------------------------------
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