For
the quarterly period ended
|
March 31,
2009
|
Commission
File Number
|
1-14588
|
Maine
|
01-0425066
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
500
Canal Street, Lewiston, Maine
|
04240
|
|
(Address
of Principal executive offices)
|
(Zip
Code)
|
Part
I.
|
Financial
Information
|
|
Item
1.
|
Consolidated
Financial Statements
|
|
Consolidated
Balance Sheets
March
31, 2009 (Unaudited) and June 30, 2008
|
||
Consolidated
Statements of Income (Unaudited)
Three
Months Ended March 31, 2009 and 2008
|
||
Consolidated
Statements of Income (Unaudited)
Nine
Months Ended March 31, 2009 and 2008
|
||
Consolidated
Statements of Changes in Stockholders' Equity (Unaudited)
Nine
Months Ended March 31, 2009 and 2008
|
||
Consolidated
Statements of Cash Flows (Unaudited)
Nine
Months Ended March 31, 2009 and 2008
|
||
Notes
to Consolidated Financial Statements (Unaudited)
|
||
Item
2.
|
Management's
Discussion and Analysis of Results of Operations and Financial
Condition
|
|
Item
3.
|
Quantitative
and Qualitative Disclosure about Market Risk
|
|
Item
4.
|
Controls
and Procedures
|
|
Part
II.
|
Other
Information
|
|
Item
1.
|
Legal
Proceedings
|
|
Item
1.a.
|
Risk
Factors
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
|
Item
5.
|
Other
Information
|
|
Item
6.
|
Exhibits
|
PART
1 - FINANCIAL INFORMATION
|
||||||||
Item
1. Financial Statements
|
||||||||
NORTHEAST
BANCORP AND SUBSIDIARY
|
||||||||
Consolidated
Balance Sheets
|
||||||||
March
31,
|
June
30,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets
|
||||||||
Cash
and due from banks
|
$ | 5,201,461 | $ | 9,077,012 | ||||
Interest-bearing
deposits
|
2,068,983 | 3,466,969 | ||||||
Total
cash and cash equivalents
|
7,270,444 | 12,543,981 | ||||||
Available-for-sale
securities, at fair value
|
159,941,883 | 134,482,977 | ||||||
Loans
held-for-sale
|
333,815 | 485,580 | ||||||
Loans
receivable
|
399,301,799 | 409,193,969 | ||||||
Less
allowance for loan losses
|
5,678,000 | 5,656,000 | ||||||
Net
loans
|
393,623,799 | 403,537,969 | ||||||
Premises
and equipment, net
|
8,844,696 | 8,683,569 | ||||||
Acquired
assets, net
|
786,281 | 678,350 | ||||||
Accrued
interest receivable
|
2,297,684 | 2,291,314 | ||||||
Federal
Home Loan Bank stock, at cost
|
4,889,400 | 4,889,400 | ||||||
Federal
Reserve Bank stock, at cost
|
596,750 | 471,500 | ||||||
Goodwill
|
4,390,340 | 4,390,340 | ||||||
Intangible
assets, net of accumulated amortization of $2,206,761 at 03/31/09 and
$1,642,140 at 6/30/08
|
7,879,803 | 8,444,424 | ||||||
Bank
owned life insurance
|
12,660,150 | 12,292,216 | ||||||
Other
assets
|
3,686,187 | 5,082,030 | ||||||
Total
assets
|
$ | 607,201,232 | $ | 598,273,650 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Liabilities:
|
||||||||
Deposits
|
||||||||
Demand
|
$ | 30,113,333 | $ | 35,142,661 | ||||
NOW
|
43,255,956 | 47,977,659 | ||||||
Money
market
|
34,689,720 | 22,160,816 | ||||||
Regular
savings
|
19,626,520 | 19,905,507 | ||||||
Brokered
time deposits
|
11,294,619 | 12,596,615 | ||||||
Certificates
of deposit
|
230,670,639 | 225,590,513 | ||||||
Total
deposits
|
369,650,787 | 363,373,771 | ||||||
Federal
Home Loan Bank advances
|
50,325,000 | 90,575,000 | ||||||
Structured
repurchase agreements
|
65,000,000 | 40,000,000 | ||||||
FRB
borrower-in-custody account
|
15,000,000 | - | ||||||
Short-term
borrowings
|
33,286,109 | 32,840,837 | ||||||
Junior
subordinated debentures issued to affiliated trusts
|
16,496,000 | 16,496,000 | ||||||
Capital
lease obligation
|
2,780,961 | 2,891,022 | ||||||
Other
borrowings
|
3,431,432 | 4,026,885 | ||||||
Due
to broker
|
- | 4,934,931 | ||||||
Other
liabilities
|
2,916,945 | 2,861,892 | ||||||
Total
liabilities
|
558,887,234 | 558,000,338 | ||||||
Commitments
and contingent liabilities
|
||||||||
Stockholders'
equity
|
||||||||
Preferred
stock, $1.00 par value, 1,000,000 shares authorized; 4,227 and 0 shares
outstanding
|
||||||||
at
March 31, 2009 and June 30, 2008, respectively; liquidation preference of
$1,000 per share
|
4,227 | - | ||||||
Common
stock, at stated value, 15,000,000 shares authorized; 2,321,332
and
|
||||||||
2,315,182
shares outstanding at March 31, 2009 and June 30, 2008,
respectively
|
2,321,332 | 2,315,182 | ||||||
Warrants
|
133,468 | - | ||||||
Additional
paid-in capital
|
6,701,133 | 2,582,270 | ||||||
Retained
earnings
|
36,758,268 | 36,679,932 | ||||||
Accumulated
other comprehensive income(loss)
|
2,395,570 | (1,304,072 | ) | |||||
Total
stockholders' equity
|
48,313,998 | 40,273,312 | ||||||
Total
liabilities and stockholders' equity
|
$ | 607,201,232 | $ | 598,273,650 |
NORTHEAST
BANCORP AND SUBSIDIARY
|
||||||||
Consolidated
Statements of Income
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
Interest
and dividend income:
|
||||||||
Interest
on loans
|
$ | 6,292,794 | $ | 7,145,886 | ||||
Interest
on Federal Home Loan Bank overnight deposits
|
- | 534 | ||||||
Taxable
interest on available-for-sale securities
|
1,882,848 | 1,416,127 | ||||||
Tax-exempt
interest on available-for-sale securities
|
112,601 | 112,590 | ||||||
Dividends
on available-for-sale securities
|
25,233 | 26,353 | ||||||
Dividends
on Federal Home Loan Bank and Federal Reserve
Bank stock
|
5,186 | 80,060 | ||||||
Other
interest and dividend income
|
17,277 | 14,279 | ||||||
Total
interest and dividend income
|
8,335,939 | 8,795,829 | ||||||
Interest
expense:
|
||||||||
Deposits
|
2,238,626 | 3,355,439 | ||||||
Federal
Home Loan Bank advances
|
615,028 | 918,696 | ||||||
Structured
repurchase agreements
|
758,378 | 474,511 | ||||||
Short-term
borrowings
|
146,054 | 264,690 | ||||||
Junior
subordinated debentures issued to affiliated trusts
|
234,817 | 267,723 | ||||||
FRB
Borrower-in-Custody
|
18,493 | 130 | ||||||
Obligation
under capital lease agreements
|
37,835 | 32,248 | ||||||
Other
borrowings
|
55,761 | 79,722 | ||||||
Total
interest expense
|
4,104,992 | 5,393,159 | ||||||
Net
interest and dividend income before provision for loan
losses
|
4,230,947 | 3,402,670 | ||||||
Provision
for loan losses
|
618,536 | 287,625 | ||||||
Net
interest and dividend income after provision for loan
losses
|
3,612,411 | 3,115,045 | ||||||
Noninterest
income:
|
||||||||
Fees
for other services to customers
|
236,970 | 254,929 | ||||||
Net
securities gains
|
- | 267,147 | ||||||
Gain
on sales of loans
|
641,286 | 121,557 | ||||||
Investment
commissions
|
246,835 | 680,366 | ||||||
Insurance
commissions
|
1,524,130 | 1,988,620 | ||||||
BOLI
income
|
122,277 | 118,949 | ||||||
Other income
|
260,185 | 209,265 | ||||||
Total
noninterest income
|
3,031,683 | 3,640,833 | ||||||
Noninterest
expense:
|
||||||||
Salaries
and employee benefits
|
3,582,914 | 3,510,876 | ||||||
Occupancy
expense
|
511,048 | 533,685 | ||||||
Equipment
expense
|
385,916 | 373,439 | ||||||
Intangible
assets amortization
|
181,351 | 184,026 | ||||||
Other
|
1,508,697 | 1,244,342 | ||||||
Total
noninterest expense
|
6,169,926 | 5,846,368 | ||||||
Income
before income tax expense
|
474,168 | 909,510 | ||||||
Income
tax expense
|
86,798 | 237,341 | ||||||
Net
income
|
$ | 387,370 | $ | 672,169 | ||||
Earnings
per common share:
|
||||||||
Basic
|
$ | 0.14 | $ | 0.29 | ||||
Diluted
|
$ | 0.14 | $ | 0.29 | ||||
Net
interest margin (tax equivalent basis)
|
3.02 | % | 2.55 | % | ||||
Net
interest spread (tax equivalent basis)
|
2.70 | % | 2.23 | % | ||||
Return
on average assets (annualized)
|
0.26 | % | 0.46 | % | ||||
Return
on average equity (annualized)
|
3.27 | % | 6.45 | % | ||||
Efficiency
ratio
|
85 | % | 83 | % |
NORTHEAST
BANCORP AND SUBSIDIARY
|
||||||||
Consolidated
Statements of Income
|
||||||||
(Unaudited)
|
||||||||
Nine
Months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
Interest
and dividend income:
|
||||||||
Interest
on loans
|
$ | 19,709,828 | $ | 22,457,524 | ||||
Interest
on Federal Home Loan Bank overnight deposits
|
244 | 36,012 | ||||||
Taxable
interest on available-for-sale securities
|
5,336,306 | 3,595,821 | ||||||
Tax-exempt
interest on available-for-sale securities
|
339,727 | 336,321 | ||||||
Dividends
on available-for-sale securities
|
60,481 | 92,998 | ||||||
Dividends
on Federal Home Loan Bank and Federal Reserve Bank stock
|
87,135 | 251,470 | ||||||
Other
interest and dividend income
|
49,881 | 55,221 | ||||||
Total
interest and dividend income
|
25,583,602 | 26,825,367 | ||||||
Interest
expense:
|
||||||||
Deposits
|
7,152,320 | 10,182,732 | ||||||
Federal
Home Loan Bank advances
|
2,043,974 | 2,978,386 | ||||||
Structured
repurchase agreements
|
2,180,149 | 963,472 | ||||||
Short-term
borrowings
|
587,485 | 1,040,065 | ||||||
Junior
subordinated debentures issued to affiliated trusts
|
745,732 | 813,615 | ||||||
FRB
Borrower-in-Custody
|
80,485 | 8,007 | ||||||
Obligation
under capital lease agreements
|
117,295 | 98,712 | ||||||
Other
borrowings
|
177,364 | 175,567 | ||||||
Total
interest expense
|
13,084,804 | 16,260,556 | ||||||
Net
interest and dividend income before provision for loan
losses
|
12,498,798 | 10,564,811 | ||||||
Provision
for loan losses
|
1,642,821 | 657,561 | ||||||
Net
interest and dividend income after provision for loan
losses
|
10,855,977 | 9,907,250 | ||||||
Noninterest
income:
|
||||||||
Fees
for other services to customers
|
826,283 | 798,407 | ||||||
Net
securities (losses) gains
|
(82,067 | ) | 259,411 | |||||
Gain
on sales of loans
|
863,822 | 395,799 | ||||||
Investment
commissions
|
1,275,165 | 1,664,865 | ||||||
Insurance
commissions
|
4,472,344 | 3,953,639 | ||||||
BOLI
income
|
367,934 | 335,998 | ||||||
Other income
|
619,777 | 618,972 | ||||||
Total
noninterest income
|
8,343,258 | 8,027,091 | ||||||
Noninterest
expense:
|
||||||||
Salaries
and employee benefits
|
10,626,090 | 9,494,939 | ||||||
Occupancy
expense
|
1,402,885 | 1,384,933 | ||||||
Equipment
expense
|
1,218,827 | 1,160,366 | ||||||
Intangible
assets amortization
|
564,621 | 432,774 | ||||||
Other
|
4,587,666 | 3,495,809 | ||||||
Total
noninterest expense
|
18,400,089 | 15,968,821 | ||||||
Income
before income tax expense
|
799,146 | 1,965,520 | ||||||
Income
tax expense
|
49,086 | 460,358 | ||||||
Net
income
|
$ | 750,060 | $ | 1,505,162 | ||||
Earnings
per common share:
|
||||||||
Basic
|
$ | 0.29 | $ | 0.64 | ||||
Diluted
|
$ | 0.29 | $ | 0.63 | ||||
Net
interest margin (tax equivalent basis)
|
2.97 | % | 2.66 | % | ||||
Net
interest spread (tax equivalent basis)
|
2.74 | % | 2.36 | % | ||||
Return
on average assets (annualized)
|
0.16 | % | 0.35 | % | ||||
Return
on average equity (annualized)
|
2.30 | % | 4.83 | % | ||||
Efficiency
ratio
|
88 | % | 86 | % |
NORTHEAST
BANCORP AND SUBSIDIARY
|
|||||||||||||||||||||||||||
Consolidated
Statements of Changes in Stockholders' Equity
|
|||||||||||||||||||||||||||
Nine
Months Ended March 31, 2009 and 2008
|
|||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Warrants
|
Additional
Paid-in Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive(Loss)
Income
|
Total
|
|||||||||||||||||||||
Balance
at June 30, 2007
|
$ | - | $ | 2,448,832 | $ | - | $ | 4,715,164 | $ | 35,600,428 | $ | (1,914,546 | ) | $ | 40,849,878 | ||||||||||||
Net
income for nine months ended 03/31/08
|
1,505,162 | 1,505,162 | |||||||||||||||||||||||||
Other
comprehensive income net of tax:
|
|||||||||||||||||||||||||||
Net
unrealized gain on investments available
|
|||||||||||||||||||||||||||
for
sale, net of reclassification adjustment
|
3,493,428 | 3,493,428 | |||||||||||||||||||||||||
Total
comprehensive income
|
4,998,590 | ||||||||||||||||||||||||||
Dividends
on common stock at $0.27 per share
|
(654,579 | ) | (654,579 | ) | |||||||||||||||||||||||
Stock
options exercised
|
4,000 | 41,125 | 45,125 | ||||||||||||||||||||||||
Stock
grant
|
150 | 1,387 | 1,537 | ||||||||||||||||||||||||
Common
stock re-purchased
|
(137,800 | ) | (2,176,530 | ) | (2,314,330 | ) | |||||||||||||||||||||
Balance
at March 31, 2008
|
$ | - | $ | 2,315,182 | $ | - | $ | 2,581,146 | $ | 36,451,011 | $ | 1,578,882 | $ | 42,926,221 | |||||||||||||
Balance
at June 30, 2008
|
$ | - | $ | 2,315,182 | $ | - | $ | 2,582,270 | $ | 36,679,932 | $ | (1,304,072 | ) | $ | 40,273,312 | ||||||||||||
Net
income for nine months ended 03/31/09
|
750,060 | 750,060 | |||||||||||||||||||||||||
Other
comprehensive income net of tax:
|
|||||||||||||||||||||||||||
Net
unrealized gain on investments available
|
|||||||||||||||||||||||||||
for
sale, net of reclassification adjustment
|
3,699,642 | 3,699,642 | |||||||||||||||||||||||||
Total
comprehensive income
|
4,449,702 | ||||||||||||||||||||||||||
Dividends on preferred stock | (36,986 | ) | (36,986 | ) | |||||||||||||||||||||||
Dividends
on common stock at $0.27 per share
|
(625,252 | ) | (625,252 | ) | |||||||||||||||||||||||
Net
proceeds from Capital Purchase Program
|
4,227 | 133,468 | 4,063,299 | 4,200,994 | |||||||||||||||||||||||
Stock
options exercised
|
6,000 | 44,500 | 50,500 | ||||||||||||||||||||||||
Stock
grant
|
150 | 1,578 | 1,728 | ||||||||||||||||||||||||
Accretion
of preferred stock
|
7,920 | (7,920 | ) | - | |||||||||||||||||||||||
Amortization
of issuance cost of preferred stock
|
1,566 | (1,566 | ) | - | |||||||||||||||||||||||
Balance
at March 31, 2009
|
$ | 4,227 | $ | 2,321,332 | $ | 133,468 | $ | 6,701,133 | $ | 36,758,268 | $ | 2,395,570 | $ | 48,313,998 |
NORTHEAST
BANCORP AND SUBSIDIARY
|
||||||||
Consolidated
Statements of Cash Flows
|
||||||||
(Unaudited)
|
||||||||
Nine
Months Ended
|
||||||||
March
31,
|
||||||||
2009
|
2008
|
|||||||
Cash
provided by operating activities:
|
$ | 2,451,767 | $ | 2,275,289 | ||||
Cash
flows from investing activities:
|
||||||||
Federal
Home Loan Bank stock purchased
|
(63,700 | ) | ||||||
Federal
Reserve Bank stock purchased
|
(125,250 | ) | - | |||||
Available-for-sale
securities purchased
|
(43,548,924 | ) | (67,969,938 | ) | ||||
Available-for-sale
securities matured
|
15,744,020 | 15,595,123 | ||||||
Available-for-sale
securities sold
|
2,750,973 | 15,722,531 | ||||||
Net
change in loans
|
8,634,553 | 17,549,265 | ||||||
Net
capital expenditures
|
(1,042,319 | ) | (1,402,960 | ) | ||||
Proceeds
from sale of aquired assets
|
505,613 | - | ||||||
Purchase of
Bank Owned Life Insurance
|
- | (2,000,000 | ) | |||||
Cash
paid in connection with acquisition of insurance agency
|
- | (3,696,250 | ) | |||||
Net
cash used in investing activities
|
(17,081,334 | ) | (26,265,929 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Net
change in deposits
|
6,277,016 | (3,287,650 | ) | |||||
Net
change in short-term borrowings
|
445,272 | (4,313,882 | ) | |||||
Dividends
paid
|
(662,238 | ) | (654,579 | ) | ||||
Net
proceeds from Capital Purchase Program
|
4,200,994 | - | ||||||
Proceeds
from stock options exercised
|
50,500 | 45,125 | ||||||
Common
stock repurchased
|
- | (2,314,330 | ) | |||||
Advances
from the Federal Home Loan Bank
|
5,000,000 | 17,000,000 | ||||||
Repayment
of advances from the Federal Home Loan Bank
|
(25,000,000 | ) | (34,056,698 | ) | ||||
Net
(payments) advances on Federal Home Loan Bank overnight
advances
|
(20,250,000 | ) | 10,920,000 | |||||
Structured
repurchase agreements
|
25,000,000 | 40,000,000 | ||||||
FRB
borrower-in-custody
|
15,000,000 | - | ||||||
Repayment
on debt from insurance agencies acquisitions
|
(595,453 | ) | (588,497 | ) | ||||
Repayment
on capital lease obligation
|
(110,061 | ) | (99,484 | ) | ||||
Net
cash provided by financing activities
|
9,356,030 | 22,650,005 | ||||||
Net
decrease cash and cash equivalents
|
(5,273,537 | ) | (1,340,635 | ) | ||||
Cash
and cash equivalents, beginning of period
|
12,543,981 | 10,741,721 | ||||||
Cash
and cash equivalents, end of period
|
$ | 7,270,444 | $ | 9,401,086 | ||||
Cash
and cash equivalents include cash on hand, amounts due from banks, and
interest-bearing deposits.
|
||||||||
Supplemental
schedule of noncash activities:
|
||||||||
Transfer
from loans to aquired assets and other real estate owned
|
$ | 798,446 | $ | - | ||||
Net
change in valuation for unrealized gains/losses, net of income
tax,
|
||||||||
on
available-for-sale securities
|
$ | 3,699,642 | $ | 3,493,428 | ||||
Supplemental
disclosures of cash paid during the period for:
|
||||||||
Income
taxes paid, net of refunds
|
$ | 195,000 | $ | 335,000 | ||||
Interest
paid
|
13,194,749 | 16,294,901 | ||||||
Insurance
Agency acquisitions - see Note 10
|
Affiliated
Trusts
|
Trust
Preferred
Securities
|
Common
Securities
|
Junior
Subordinated
Debentures
|
Interest
Rate
|
Maturity
Date
|
||||||||||||
NBN Capital
Trust II
|
$
|
3,000,000
|
$
|
93,000
|
$
|
3,093,000
|
4.01
|
%
|
March
30, 2034
|
||||||||
NBN Capital
Trust III
|
3,000,000
|
93,000
|
3,093,000
|
4.01
|
%
|
March
30, 2034
|
|||||||||||
NBN Capital
Trust IV
|
10,000,000
|
310,000
|
10,310,000
|
5.88
|
%
|
February
23, 2035
|
|||||||||||
Total
|
$
|
16,000,000
|
$
|
496,000
|
$
|
16,496,000
|
5.18
|
%
|
March
31, 2009
|
June
30, 2008
|
||||||
Residential
real estate
|
$
|
137,860,818
|
$
|
140,244,226
|
|||
Commercial
real estate
|
114,799,920
|
111,222,848
|
|||||
Construction
|
12,185,044
|
4,536,974
|
|||||
Commercial
|
29,018,330
|
33,516,315
|
|||||
Consumer
& Other
|
103,270,011
|
117,046,759
|
|||||
Total
|
397,134,123
|
406,567,122
|
|||||
Net
Deferred Costs
|
2,167,676
|
2,626,847
|
|||||
Total
Loans
|
$
|
399,301,799
|
$
|
409,193,969
|
Nine
months Ended
March
31,
|
||||||||
2009
|
2008
|
|||||||
Balance
at beginning of period
|
$
|
5,656,000
|
$
|
5,756,000
|
||||
Add
provision charged to operations
|
1,642,821
|
657,561
|
||||||
Recoveries
on loans previously charged off
|
160,644
|
71,981
|
||||||
7,459,465
|
6,485,542
|
|||||||
Less
loans charged off
|
1,781,465
|
729,542
|
||||||
Balance
at end of period
|
$
|
5,678,000
|
$
|
5,756,000
|
March
31, 2009
|
June
30, 2008
|
|||||||||||||||
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
|||||||||||||
Debt
securities issued by U. S.
Government-sponsored enterprises
|
$
|
8,996,320
|
$
|
9,097,132
|
$
|
1,394,087
|
$
|
1,313,124
|
||||||||
Mortgage-backed
securities
|
132,217,836
|
137,435,858
|
120,695,852
|
119,600,353
|
||||||||||||
Municipal
bonds
|
11,268,426
|
10,869,666
|
11,274,516
|
11,112,247
|
||||||||||||
Corporate
bonds
|
1,482,193
|
1,409,853
|
500,000
|
481,768
|
||||||||||||
Equity
securities
|
2,347,456
|
1,129,374
|
2,594,389
|
1,975,485
|
||||||||||||
$
|
156,312,231
|
$
|
159,941,883
|
$
|
136,458,844
|
$
|
134,482,977
|
March
31, 2009
|
June
30, 2008
|
||||||||||||||
Amortized
Cost
|
Fair
Value
|
Amortized
Cost
|
Fair
Value
|
||||||||||||
Due
in one year or less
|
$
|
500,000
|
$
|
419,782
|
$
|
-
|
$
|
-
|
|||||||
Due
after one year through five years
|
8,985,976
|
9,086,621
|
500,000
|
481,768
|
|||||||||||
Due
after five years through ten years
|
215,363
|
216,163
|
215,396
|
215,432
|
|||||||||||
Due
after ten years
|
12,045,600
|
11,654,085
|
12,453,207
|
12,209,939
|
|||||||||||
Mortgage-backed
securities (including securities
with interest rates
|
|||||||||||||||
ranging from 4.0% to 6.4% maturing February
2013
to September 2038)
|
132,217,836
|
137,435,858
|
120,695,852
|
119,600,353
|
|||||||||||
$
|
153,964,775
|
$
|
158,812,509
|
$
|
133,864,455
|
$
|
132,507,492
|
March
31,
2009
|
|||||||
Principal
Amounts
|
Interest
Rates
|
Maturity
Dates For Periods Ending March
31,
|
|||||
$ | 12,325,000 | 0.31% - 5.11 | % |
2010
|
|||
8,000,000 | 3.99 - 4.99 |
2012
|
|||||
10,000,000 | 2.55 – 2.59 |
2013
|
|||||
5,000,000 | 3.99 |
2014
|
|||||
10,000,000 | 4.26 |
2017
|
|||||
5,000,000 | 4.29 |
2018
|
|||||
$ | 50,325,000 |
June 30, 2008
|
|||||||
Principal
Amounts
|
Interest
Rates
|
Maturity
Dates For Periods Ending June 30,
|
|||||
$ | 55,575,000 | 2.50% - 5.21 | % |
2009
|
|||
2,000,000 | 4.31 |
2010
|
|||||
3,000,000 | 4.99 |
2011
|
|||||
15,000,000 | 2.55 - 3.99 |
2013
|
|||||
10,000,000 | 4.26 |
2017
|
|||||
5,000,000 | 4.29 |
2018
|
|||||
$ | 90,575,000 |
March
31,
2009
|
||||||||||
Amount
|
Interest Rate
|
Cap/Floor
|
Amount of
Cap/Floor
|
Strike Rate
|
Maturity
|
|||||
$20,000,000
|
4.68%
|
Purchased
Caps
|
$40,000,000
|
5.50%
|
August
28, 2012
|
|||||
$10,000,000
|
3.98%
|
Sold
Floors
|
$20,000,000
|
4.86%
|
August
28, 2012
|
|||||
$10,000,000
|
4.18%
|
Purchased
Caps
|
$10,000,000
|
4.88%
|
December
13, 2012
|
|||||
$10,000,000
|
4.30%
|
Purchased
Caps
|
$10,000,000
|
3.79%
|
July
3, 2013
|
|||||
$10,000,000
|
4.44%
|
Purchased
Caps
|
$10,000,000
|
3.81%
|
September
23, 2015
|
|||||
$ 5,000,000
|
2.86%
|
None
|
March
25, 2014
|
|||||||
$65,000,000
|
June 30, 2008
|
||||||||||
Amount
|
Interest Rate
|
Cap/Floor
|
Amount of Cap/Floor
|
Strike Rate
|
Maturity
|
|||||
$20,000,000
|
4.68%
|
Purchased
Caps
|
$40,000,000
|
5.50%
|
August
28, 2012
|
|||||
$10,000,000
|
3.98%
|
Sold
Floors
|
$20,000,000
|
4.86%
|
August
28, 2012
|
|||||
$10,000,000
|
4.18%
|
Purchased
Caps
|
$10,000,000
|
4.88%
|
December
13, 2012
|
|||||
$40,000,000
|
Purchase
price
|
Hartford
|
Spence
&
Mathews
|
Hyler
|
Totals
|
||||||||||||
Cash
paid
|
$ | 425,250 | 3,043,000 | 233,000 | 3,701,250 | |||||||||||
Debt
incurred
|
911,350 | 1,122,885 | 789,701 | 2,823,936 | ||||||||||||
Acquisition
costs
|
9,181 | 17,630 | 9,543 | 36,354 | ||||||||||||
Total
|
$ | 1,345,781 | 4,183,515 | 1,032,244 | 6,561,540 | |||||||||||
Allocation
of purchase price:
|
||||||||||||||||
Goodwill
|
$ | 275,781 | 1,090,265 | 179,064 | 1,545,110 | |||||||||||
Customer
list intangible
|
970,000 | 2,285,000 | 650,000 | 3,905,000 | ||||||||||||
Non-compete
intangible
|
100,000 | 800,000 | 200,000 | 1,100,000 | ||||||||||||
Fixed
and other assets
|
- | 8,250 | 3,180 | 11,430 | ||||||||||||
Total
|
$ | 1,345,781 | 4,183,515 | 1,032,244 | 6,561,540 | |||||||||||
Acquisition
date
|
08/30/07
|
11/30/07
|
12/11/07
|
|||||||||||||
Location
in Maine
|
Auburn
|
Berwick
|
Thomaston
|
Purchase
price
|
Palmer
|
Sturtevant
and Ham
|
Southern
Maine
|
Russell
|
Totals
|
|||||||||||||||
Cash
paid
|
$ | 800,000 | 475,000 | 900,000 | 275,000 | 2,450,000 | ||||||||||||||
Debt
incurred
|
1,067,000 | 475,000 | 450,000 | 325,000 | 2,317,000 | |||||||||||||||
Acquisition
costs
|
8,360 | 3,877 | 4,264 | 4,501 | 21,002 | |||||||||||||||
Total
|
$ | 1,875,360 | 953,877 | 1,354,264 | 604,501 | 4,788,002 | ||||||||||||||
Allocation
of purchase price:
|
||||||||||||||||||||
Goodwill
|
$ | 1,174,274 | 324,367 | 754,764 | 219,501 | 2,472,906 | ||||||||||||||
Customer
list intangible
|
600,000 | 550,000 | 520,000 | 300,000 | 1,970,000 | |||||||||||||||
Non-compete
intangible
|
300,000 | 75,000 | 75,000 | 85,000 | 535,000 | |||||||||||||||
Fixed
and other assets
|
5,086 | 4,510 | 4,500 | - | 14,096 | |||||||||||||||
Deferred
income taxes
|
(204,000 | ) | - | - | - | (204,000 | ) | |||||||||||||
Total
|
$ | 1,875,360 | 953,877 | 1,354,264 | 604,501 | 4,788,002 | ||||||||||||||
Acquisition
date
|
11/28/06
|
12/01/06
|
03/30/07
|
06/28/07
|
||||||||||||||||
Location
in Maine
|
Turner
|
Livermore
|
Scarborough
|
Madison
|
March 31, 2009 |
Quoted Prices in Active Markets for Identical Assets (Level
1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable
Inputs
(Level 3)
|
|||||
Available-for-sale-securities
|
$159,941,883
|
$1,129,374
|
$158,812,509
|
-
|
March 31, 2009 |
Quoted
Prices in Active Markets for Identical Assets
(Level 1) |
Significant
Other Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||
|
||||||||
Impaired
Loans
|
$
1,381,638
|
-
|
$
1,189,371
|
$ 192,267
|
Difference
Due to
|
||||||||||||
Volume
|
Rate
|
Total
|
||||||||||
Investments
|
$ | 415,882 | $ | (25,475 | ) | $ | 390,407 | |||||
Loans,
net
|
(63,676 | ) | (789,416 | ) | (853,092 | ) | ||||||
FHLB
& Other Deposits
|
8,458 | (5,994 | ) | 2,464 | ||||||||
Total
Interest-earnings Assets
|
360,664 | (820,885 | ) | (460,221 | ) | |||||||
Deposits
|
62,191 | (1,179,004 | ) | (1,116,813 | ) | |||||||
Securities
sold under Repurchase Agreements
|
30,282 | (148,918 | ) | (118,636 | ) | |||||||
Borrowings
|
128,464 | (181,183 | ) | (52,719 | ) | |||||||
Total
Interest-bearing Liabilities
|
220,937 | (1,509,105 | ) | (1,288,168 | ) | |||||||
Net
Interest and Dividend Income
|
$ | 139,727 | $ | 688,220 | $ | 827,947 | ||||||
Rate/volume
amounts which are partly attributable to rate and volume are spread
proportionately between volume and rate based on the direct change
attributable to rate and volume. Borrowings in the table include junior
subordinated notes, FHLB borrowings, structured repurchase agreements,
capital lease obligations and other borrowings. The adjustment to interest
income and yield on a fully tax equivalent basis was $50,436 and $50,766
for the three months ended March 31, 2009 and 2008,
respectively.
|
Difference
Due to
|
||||||||||||
Volume
|
Rate
|
Total
|
||||||||||
Investments
|
$ | 1,459,912 | $ | 87,749 | $ | 1,547,661 | ||||||
Loans,
net
|
(472,779 | ) | (2,274,917 | ) | (2,747,696 | ) | ||||||
FHLB
& Other Deposits
|
33,788 | (74,896 | ) | (41,108 | ) | |||||||
Total
Interest-earnings Assets
|
1,020,921 | (2,262,064 | ) | (1,241,143 | ) | |||||||
Deposits
|
48,843 | (3,079,255 | ) | (3,030,412 | ) | |||||||
Securities
sold under repurchase Agreements
|
59,556 | (512,136 | ) | (452,580 | ) | |||||||
Borrowings
|
771,856 | (464,616 | ) | 307,240 | ||||||||
Total
Interest-bearing Liabilities
|
880,255 | (4,056,007 | ) | (3,175,752 | ) | |||||||
Net
Interest and Dividend Income
|
$ | 140,666 | $ | 1,793,943 | $ | 1,934,609 | ||||||
Rate/volume
amounts which are partly attributable to rate and volume are spread
proportionately between volume and rate based on the direct change
attributable to rate and volume. Borrowings in the table include junior
subordinated notes, FHLB borrowings, structured repurchase agreements,
capital lease obligation and other borrowings. The adjustment to interest
income and yield on a fully tax equivalent basis was $152,434 and $151,812
for the nine months ended March 31, 2009 and 2008,
respectively.
|
Consumer
Loans as of
|
||||||||||||||||
March
31, 2009
|
June
30, 2008
|
|||||||||||||||
Indirect
Auto
|
$ | 29,515,848 | 29 | % | $ | 34,980,847 | 30 | % | ||||||||
Indirect
RV
|
49,005,078 | 47 | % | 54,915,583 | 47 | % | ||||||||||
Indirect
Mobile Home
|
19,717,641 | 19 | % | 21,759,537 | 18 | % | ||||||||||
Subtotal Indirect
|
98,238,567 | 95 | % | 111,655,967 | 95 | % | ||||||||||
Other
|
5,031,444 | 5 | % | 5,390,792 | 5 | % | ||||||||||
Total
|
$ | 103,270,011 | 100 | % | $ | 117,046,759 | 100 | % |
Description
|
March
31, 2009
|
June
30, 2008
|
|||||
Residential
Real Estate
|
$
|
987,000
|
$
|
1,390,000
|
|||
Commercial
Real Estate
|
3,728,000
|
2,358,000
|
|||||
Commercial
Loans
|
3,234,000
|
3,214,000
|
|||||
Construction
|
-
|
101,000
|
|||||
Consumer
and Other
|
728,000
|
640,000
|
|||||
Total
non-performing
|
$
|
8,677,000
|
$
|
7,703,000
|
3-31-09
|
12-31-08
|
9-30-08
|
6-30-08
|
3-31-08
|
||||
5.10%
|
4.35%
|
3.43%
|
3.64%
|
4.41%
|
Brokered
time deposits
|
$
139,931,000
|
Subject
to policy limitation of 25% of total assets
|
Federal
Home Loan Bank of Boston
|
$
40,141,000
|
Unused
advance capacity subject to eligible and
qualified
collateral |
Federal
Reserve Bank Discount Window Borrower-in-Custody
|
$
18,944,000
|
Unused
credit line subject to the pledge of indirect auto loans
and municipal bonds |
Total
Unused Borrowing Capacity
|
$
199,016,000
|
Affiliated Trusts
|
Outstanding Balance
|
Rate
|
First Call Date
|
|||
NBN
Capital Trust II
|
$
3,093,000
|
4.01%
|
March
30, 2009
|
|||
NBN
Capital Trust III
|
3,093,000
|
4.01%
|
March
30, 2009
|
|||
NBN
Capital Trust IV
|
10,310,000
|
5.88%
|
February
23, 2010
|
|||
Total
|
$ 16,496,000
|
5.18%
|
Northeast
Bancorp
|
Actual
|
Required
For Capital Adequacy Purposes
|
Required
To Be "Well Capitalized" Under Prompt Corrective Action
Provisions
|
|||||||||||||||||||||
(Dollars
in Thousands)
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||||||||||
As
of March 31, 2009:
|
||||||||||||||||||||||||
Total
capital to risk weighted assets
|
$ | 54,816 | 13.26 | % | $ | 33,065 | > 8.00 | % | $ | 41,332 | > 10.00 | % | ||||||||||||
Tier
1 capital to risk weighted assets
|
$ | 49,282 | 11.92 | % | $ | 16,533 | > 4.00 | % | $ | 24,799 | > 6.00 | % | ||||||||||||
Tier
1 capital to total average assets
|
$ | 49,282 | 8.19 | % | $ | 24,060 | > 4.00 | % | $ | 30,075 | > 5.00 | % |
Northeast
Bank
|
Actual
|
Required
For Capital Adequacy Purposes
|
Required
To Be "Well Capitalized" Under Prompt Corrective Action
Provisions
|
|||||||||||||||||||||
(Dollars
in Thousands)
|
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||||||||||
As
of March 31, 2009:
|
||||||||||||||||||||||||
Total
capital to risk weighted assets
|
$ | 51,256 | 12.48 | % | $ | 32,864 | > 8.00 | % | $ | 41,081 | > 10.00 | % | ||||||||||||
Tier
1 capital to risk weighted assets
|
$ | 46,114 | 11.23 | % | $ | 16,432 | > 4.00 | % | $ | 24,648 | > 6.00 | % | ||||||||||||
Tier
1 capital to total average assets
|
$ | 46,114 | 7.70 | % | $ | 23,968 | > 4.00 | % | $ | 29,959 | > 5.00 | % |
Payments
Due by Period
|
||||||||||||||||||||
Less
Than
|
After
5
|
|||||||||||||||||||
Contractual Obligations
|
Total
|
1 Year
|
1-3 Years
|
4-5 Years
|
Years
|
|||||||||||||||
FHLB
advances
|
$ | 50,325,000 | $ | 12,325,000 | $ | 8,000,000 | $ | 15,000,000 | $ | 15,000,000 | ||||||||||
Structured repurchase
agreements
|
65,000,000 | 30,000,000 | 20,000,000 | 15,000,000 | - | |||||||||||||||
FRB
borrower-in-custody account
|
15,000,000 | 15,000,000 | - | - | - | |||||||||||||||
Junior
subordinated notes
|
16,496,000 | 16,496,000 | - | - | - | |||||||||||||||
Capital
lease obligation
|
2,780,961 | 153,661 | 331,974 | 368,756 | 1,926,570 | |||||||||||||||
Other
borrowings
|
3,431,432 | 634,157 | 1,191,914 | 1,161,785 | 443,576 | |||||||||||||||
Total
long-term debt
|
153,033,393 | 74,608,818 | 29,523,888 | 31,530,541 | 17,370,146 | |||||||||||||||
Operating
lease obligations (1)
|
1,803,162 | 454,170 | 760,326 | 383,001 | 205,665 | |||||||||||||||
Total
contractual obligations
|
$ | 154,836,555 | $ | 75,062,988 | $ | 30,284,214 | $ | 31,913,542 | $ | 17,575,811 |
Less
Than
|
After
5
|
|||||||||||||||||||
Commitments with off-balance sheet risk |
Total
|
1
Year
|
1-3
Years
|
4-5
Years
|
Years
|
|||||||||||||||
Commitments
to extend credit (2)(4)
|
$ | 27,674,193 | $ | 27,565,469 | $ | 108,724 | $ | - | $ | - | ||||||||||
Commitments
related to loans held for sale(3)
|
5,769,960 | 5,769,960 | - | - | - | |||||||||||||||
Unused
lines of credit (4)(5)
|
40,615,927 | 17,252,922 | 1,422,814 | 1,980,934 | 19,959,257 | |||||||||||||||
Standby
letters of credit (6)
|
1,202,698 | 1,045,649 | 157,049 | - | - | |||||||||||||||
$ | 75,262,778 | $ | 51,634,000 | $ | 1,688,587 | $ | 1,980,934 | $ | 19,959,257 |
(1)
|
Represents
an off-balance sheet obligation.
|
(2)
|
Represents
commitments outstanding for residential real estate, commercial real
estate, and commercial loans.
|
(3)
|
Commitments
of residential real estate loans that will be held for
sale.
|
(4)
|
Loan
commitments and unused lines of credit for commercial and construction
loans expire or are subject to renewal in twelve months or
less.
|
(5)
|
Represents
unused lines of credit from commercial, construction, and home equity
loans.
|
(6)
|
Standby
letters of credit generally expire in twelve
months.
|
Item
1.
|
Legal Proceedings
None.
|
|||||
Item
1. a.
|
Risk Factors
The
following risk factors are in addition to those risk factors set forth in
our Annual Report on Form10-K for the fiscal year ended June 30,
2008.
Difficult
Conditions in the Capital Markets and the Economy Generally May Materially
Adversely Affect Our Business and Results of Operations and We Do Not
Expect These Conditions to Improve in the Near Future
Our
results of operations are materially affected by conditions in the capital
markets and the economy generally. The capital and credit markets have
been experiencing extreme volatility and disruption for more than twelve
months. The volatility and disruption have reached unprecedented
levels. In many cases, these markets have produced downward
pressure on stock prices of, and credit availability to, certain companies
without regard to those companies’ underlying financial
strength.
Recently,
concerns over inflation, energy costs, geopolitical issues, the
availability and cost of credit, the U.S. mortgage market and a declining
U.S. real estate market have contributed to increased volatility and
diminished expectations for the economy and the capital and credit markets
going forward. These factors, combined with volatile oil prices, declining
business and consumer confidence and increased unemployment, have
precipitated an economic slowdown and induced fears of a possible
recession. In addition, the fixed-income markets are experiencing a period
of extreme volatility which has negatively impacted market liquidity
conditions. Initially, the concerns on the part of market participants
were focused on the subprime segment of the mortgage-backed securities
market. However, these concerns have since expanded to include a broad
range of mortgage-and asset-backed and other fixed income securities,
including those rated investment grade, the U.S. and international credit
and interbank money markets generally, and a wide range of financial
institutions and markets, asset classes and sectors. As a result, the
market for fixed income instruments has experienced decreased liquidity,
increased price volatility, credit downgrade events, and increased
probability of default. Securities that are less liquid are more difficult
to value and may be hard to dispose of. Domestic and international equity
markets have also been experiencing heightened volatility and turmoil,
with issuers (such as our company) that have exposure to the real estate,
mortgage and credit markets particularly affected. These events and the
continuing market upheavals, may have an adverse effect on us, in part
because we have a large investment portfolio and also because we are
dependent upon customer behavior. Our revenues are likely to decline in
such circumstances, and our profit margins could erode. In addition, in
the event of extreme and prolonged market events, such as the global
credit crisis, we could incur significant losses. Even in the absence of a
market downturn, we are exposed to substantial risk of loss due to market
volatility.
Factors
such as consumer spending, business investment, government spending, the
volatility and strength of the capital markets, and inflation all affect
the business and economic environment and, ultimately, the amount and
profitability of our business. In an economic downturn characterized by
higher unemployment, lower family income, lower corporate earnings, lower
business investment and lower consumer spending, the demand for our
financial products could be adversely affected. Adverse changes
in the economy could affect earnings negatively and could have a material
adverse effect on our business, results of operations and financial
condition. The current mortgage crisis has also raised the possibility of
future legislative and regulatory actions in addition to the recent
enactment of the Emergency Economic Stabilization Act of 2008 (the “EESA”)
that could further impact our business. We cannot predict whether or when
such actions may occur, or what impact, if any, such actions could have on
our business, results of operations and financial condition.
Recent
Negative Developments In The Financial Industry And The Credit Markets May
Subject Us To Additional Regulation.
As
a result of the recent global financial crisis, the potential exists for
new federal or state laws and regulations regarding lending and funding
practices and liquidity standards to be promulgated, and bank regulatory
agencies are expected to be active in responding to concerns and trends
identified in examinations, including the expected issuance of many formal
enforcement orders. Negative developments in the financial industry and
the domestic and international credit markets, and the impact of new
legislation in response to those developments, may negatively impact our
operations by restricting our business operations, including our ability
to originate or sell loans, and adversely impact our financial
performance.
Our
Future Growth May Require Us To Raise Additional Capital In The Future,
But That Capital May Not Be Available When It Is Needed.
We
are required by regulatory authorities to maintain adequate levels of
capital to support our operations. We anticipate that our current capital
levels will satisfy our regulatory requirements for the foreseeable
future. We may at some point, however, need to raise additional capital to
support our continued growth. Our ability to raise additional capital will
depend, in part, on conditions in the capital markets at that time, which
are outside our control, and our financial performance. Accordingly, we
may be unable to raise additional capital, if and when needed, on terms
acceptable to us, or at all. If we cannot raise additional capital when
needed, our ability to further expand our operations through internal
growth and acquisitions could be materially impaired. In addition, if we
decide to raise additional equity capital, your interest could be
diluted.
The
FDIC deposit insurance assessments that we are required to pay may
materially increase in the future, which would have an adverse effect on
our earnings.
As
a member institution of the FDIC, we are required to pay quarterly deposit
insurance premium assessments to the FDIC. Due to the recent failure of
several unaffiliated FDIC insurance depository institutions and the
increased deposit account insurance limit, we anticipate that the deposit
insurance premium assessments paid by all banks will increase. If the
deposit insurance premium assessment rate applicable to us increases, our
earnings could be adversely impacted.
|
|||||
Item
2.(c)
|
Unregistered Sales of Equity Securities and Use of
Proceeds
The
following table provides information on the purchases made by or on behalf
of the Company of shares of Northeast Bancorp common stock during the
indicated periods.
|
|||||
Period (1)
|
Total
Number
Of
Shares
Purchased (2)
|
Average
Price
Paid per Share
|
Total
Number of
Shares
Purchased
as
Part of Publicly
Announced Program
|
Maximum
Number of
Shares
that May Yet be
Purchased
Under
The Program (3)
|
||
Jan.
1 – Jan. 31
|
-
|
-
|
-
|
58,400
|
||
Feb
1 – Feb. 28
|
-
|
-
|
-
|
58,400
|
||
Mar.
1 – Mar. 31
|
-
|
-
|
-
|
58,400
|
||
(1)
|
Based
on trade date, not settlement date.
|
|||||
(2)
|
Represents
shares purchased in open-market transactions pursuant to the Company's
2006 Stock Repurchase Plan.
|
|||||
(3)
|
On
December 15, 2006, the Company announced that the Board of Directors of
the Company approved the 2006 Stock Repurchase Plan pursuant to which the
Company is authorized to repurchase in open-market transactions up to
200,000 shares from time to time until the plan expires on December 31,
2009, unless extended.
|
|||||
Item
3.
|
Defaults Upon Senior
Securities
None
|
|||||
Item
4.
|
Submission of Matters to a Vote of Security
Holders
None
|
|||||
Item
5.
|
Other Information
None.
|
|||||
Item
6.
|
Exhibits
|
|||||
List
of Exhibits:
|
||||||
Exhibits No.
|
Description
|
|||||
3.1
|
Articles
(incorporated by reference to the Company’s June 30, 2007 10K filed on
September 27, 2007)
|
|||||
3.2
|
Bylaws
(incorporated by reference to the Company’s June 30, 2007 10K filed on
September 27, 2007)
|
|||||
11
|
Statement
Regarding Computation of Per Share Earnings.
|
|||||
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
|
|||||
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
|
|||||
32.1
|
Certificate
of the Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Rule 13a-14(b)).
|
|||||
32.2
|
Certificate
of the Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Rule
13a-14(b)).
|
Date: May
13, 2009
|
NORTHEAST
BANCORP
|
|
By:
|
/s/
James D. Delamater
|
|
James D. Delamater
|
||
President and CEO
|
||
By:
|
/s/
Robert S. Johnson
|
|
Robert S. Johnson
|
||
Chief Financial Officer
|
||
EXHIBIT
NUMBER
|
DESCRIPTION
|
3.1
|
Articles
(incorporated by reference to the Company’s June 30, 2007 10K filed on
September 27, 2007)
|
3.2
|
Bylaws
(incorporated by reference to the Company’s June 30, 2007 10K filed on
September 27, 2007)
|
11
|
Statement
Regarding Computation of Per Share Earnings
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
|
32.1
|
Certificate
of the Chief Executive Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule
13a-14(b)).
|
32.2
|
Certificate
of the Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Rule 13a-14(b)).
|
NORTHEAST
BANCORP
|
||||||||
Exhibit
11. Statement Regarding Computation of Per Share Earnings
|
||||||||
Three
Months Ended
|
Three
Months Ended
|
|||||||
March
31, 2009
|
March
31, 2008
|
|||||||
EQUIVALENT
SHARES:
|
||||||||
Weighted
Average Shares Outstanding
|
2,321,332 | 2,320,951 | ||||||
Total
Diluted Shares
|
2,321,332 | 2,333,212 | ||||||
Net
Income
|
$ | 387,370 | $ | 672,169 | ||||
Less:
|
||||||||
Preferred
Stock Dividend
|
52,838 | - | ||||||
Accretion
of Preferred Stock
|
6,481 | - | ||||||
Amortization
of issuance costs
|
1,300 | - | ||||||
Net
income available to common stockholders
|
$ | 326,751 | $ | 672,169 | ||||
Basic
Earnings Per Share
|
$ | 0.14 | $ | 0.29 | ||||
Diluted
Earnings Per Share
|
$ | 0.14 | $ | 0.29 | ||||
Nine
Months Ended
|
Nine
Months Ended
|
|||||||
March
31, 2009
|
March
31, 2008
|
|||||||
EQUIVALENT
SHARES:
|
||||||||
Weighted
Average Shares Outstanding
|
2,319,332 | 2,364,828 | ||||||
Total
Diluted Shares
|
2,329,527 | 2,380,412 | ||||||
Net
Income
|
$ | 750,060 | $ | 1,505,162 | ||||
Less:
|
||||||||
Preferred
Stock Dividend
|
64,200 | - | ||||||
Accretion
of Preferred Stock
|
7,920 | - | ||||||
Amortization
of issuance costs
|
1,566 | - | ||||||
Net
income available to common stockholders
|
$ | 676,374 | $ | 1,505,162 | ||||
Basic
Earnings Per Share
|
$ | 0.29 | $ | 0.64 | ||||
Diluted
Earnings Per Share
|
$ | 0.29 | $ | 0.63 |
I,
James D. Delamater, certify that:
|
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Northeast
Bancorp;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have
|
(a) Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b) Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(c) Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
|
5.
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
(a) All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
(b) Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
May
13, 2009
|
/s/ James D. Delamater
|
James
D. Delamater
|
|
Chief
Executive Officer
|
I,
Robert S. Johnson, certify that:
|
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Northeast
Bancorp;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
(a) Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b) Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(c) Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
|
5.
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
(a) All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
|
(b) Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
May
13, 2009
|
/s/ Robert S. Johnson
|
Robert
S. Johnson
|
|
Chief
Financial Officer
|
In
connection with the Quarterly Report of Northeast Bancorp. (the "Company")
on Form 10-Q for the quarterly period ending March 31, 2009 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),
I, James D. Delamater, as Chief Executive Officer of the Company, hereby
certify pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:
|
|
(1) The
Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
|
|
(2) The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company
for the dates and the periods covered by the Report.
|
|
A
signed original of this written statement has been provided to Northeast
Bancorp and will be retained by Northeast Bancorp and furnished to the
Securities and Exchange Commission or its staff upon
request.
|
May
13, 2009
|
/s/ James D. Delamater
|
James
D. Delamater
|
|
Chief
Executive Officer
|
In
connection with the Quarterly Report of Northeast Bancorp. (the "Company")
on Form 10-Q for the quarterly period ending March 31, 2009 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),
I, Robert S. Johnson, as Chief Financial Officer of the Company, hereby
certify pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the
Sarbanes-Oxley Act of 2002, that:
|
|
(1) The
Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
|
|
(2) The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company
for the dates and the periods covered by the Report.
|
|
A
signed original of this written statement has been provided to Northeast
Bancorp and will be retained by Northeast Bancorp and furnished to the
Securities and Exchange Commission or its staff upon
request.
|
May
13, 2009
|
/s/ Robert S. Johnson
|
Robert
S. Johnson
|
|
Chief
Financial Officer
|