UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): April
20,
2009
NORTHEAST
BANCORP
(Exact
Name of Registrant as Specified in its Charter)
|
Maine
|
1-14588
|
01-0425066
|
|
(State
or Other Jurisdiction Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
|
500 Canal Street,
Lewiston, Maine
|
04240
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
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|
Registrant's
telephone number, including area code:
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(207)
786-3245
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240. Rule 13e-4(c)).
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release, dated April 20, 2009 regarding third quarter 2009 earnings and
the declaration of a
dividend.
|
Item
7.01 Regulation FD Disclosure.
On April
20, 2009, Northeast Bancorp, a Maine corporation (the "Company"), issued a press
release announcing its earnings for the third quarter ended March 31, 2009 and
declaring the payment of a dividend. The full text of this press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The
information contained herein, including the exhibit attached hereto, is
furnished pursuant to Item 7.01 of this Form 8-K and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section. Further, the
information in this report (including the exhibits hereto) are not to be
incorporated by reference into any of the Company's filings with the Securities
and Exchange Commission, whether filed prior to or after the furnishing of these
certificates, regardless of any general or specific incorporation language in
such filing.
Item
2.02 Results of Information and Financial
Condition.
The press
release referred to under Item 7.01 above and filed as Exhibit 99.1 hereto
included disclosure regarding the earnings and financial results of Northeast
Bancorp for the third quarter ended March 31, 2009 and declaration of a
dividend. The full text of this press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The
information contained herein, including the exhibit attached
hereto, is furnished pursuant to Item 2.02 of this Form 8-K and shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liability of that
section. Further, the information in this report (including the
exhibits hereto) are not to be incorporated by reference into any of the
Company's filings with the Securities and Exchange Commission, whether filed
prior to or after the furnishing of these certificates, regardless of any
general or specific incorporation language in such filing.
[Rest
of Page Intentionally Blank. Signature on Following
Page.]
SIGNATURE
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 hereunto
duly authorized.
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NORTHEAST
BANCORP
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||
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Date:
April 21, 2009
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By:
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/s/ James D.
Delamater
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James
D. Delamater
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||
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
|
Description
|
|
99.1
|
Press
Release, dated April 20, 2009 regarding third quarter 2009 earnings and
the declaration of a
dividend.
|
|
FOR
IMMEDIATE RELEASE
For
More Information:
|
 |
|
Jim
Delamater, President & CEO
Northeast Bank, 500 Canal Street, Lewiston, ME 04240
www.northeastbank.com
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1-800-284-5989
ext. 3569
jdelamater@northeastbank.com
|
Northeast
Bancorp Announces Year to Date Earnings and Declares Dividend
Lewiston,
MAINE (April 20, 2009) -
Northeast Bancorp (NASDAQ: NBN), the parent company of Northeast Bank
(www.northeastbank.com), reported net income for the quarter ended March 31,
2009 of $387,370, or $.14 per diluted share, an increase of $93,795, or 32%,
over the linked quarter ended December 31, 2008 and a decrease of $284,799, or
42%, over the quarter ended March 31, 2008.
Excluding
the amortization of customer lists and other intangibles recorded in connection
with the acquisitions of insurance agencies, earnings per diluted share were
$0.22 for the quarter ended March 31, 2009 and $0.34 for the quarter ended March
31, 2008. On the same basis, for the nine months ended March 31, 2009 and 2008,
earnings per diluted share were $0.48 and $0.75, respectively. These diluted
earnings per share amounts reflect the cash flow contributed by the Company’s
insurance agency operations for the quarter and nine-month periods without
related non-cash charges. See
footnote at the end of this release under the heading "Supplemental Reporting of
Non-GAAP-Based Financial Measures."
Jim
Delamater, President and CEO said, “With the volatility in the markets, I’m
pleased to see our quarter-over-quarter earnings starting to trend upward. Our solid growth
in noninterest income, specifically from our insurance and mortgage brokerage
divisions, provides evidence of the value of our staying the course with our
business plan; delivering a diverse mix of financial products and services. Even
though net income levels under current accounting standards continue to reflect
the non-cash amortization of intangibles, the result of our acquisition of
additional insurance agencies, overall revenue growth remains strong with over
40% of our revenue derived from noninterest sources.”
Results
for the nine months ended March 31, 2009 were $750,060, or $0.29 per diluted
share, compared to net income for the nine months ended March 30, 2008 of
$1,505,162, or $0.63 per diluted share. Revenues from operations (net interest
income plus noninterest income) continued to grow, as evidenced by an increase
of approximately $2.2 million for the nine months ended March 31, 2009 compared
to the prior period. In addition, revenues from fee-based services, such as
insurance and mortgage brokerage, continued to grow for that same period, with
an increase of 4% over the prior period. The quarterly revenues were impacted by
lower contingent bonuses paid by insurance carriers, which accounts for the
lower insurance agency income for the quarter ended March 31, 2009 compared to
the quarter ended March 31, 2008.
Additional
third quarter highlights included an increase in core deposits of $10.6 million,
a 3% increase over the level at March 31, 2008, improving the Company’s overall
liquidity and cost of funds.
Net
interest income increased 24% for the quarter ended March 31, 2009 compared to
the quarter ended March 31, 2008 and 18% for the nine months ended March 31,
2009 compared to the nine months ended March 31, 2008. Net interest
income increased primarily from an improved net interest margin, which increased
47 basis points and 31 basis points, respectively, for the three and nine-month
periods. This increase in net interest margin was attributable primarily to a
decrease in cost of funds. Leveraging the balance sheet with investment
securities increased earning assets some $29 million, which also contributed to
increasing net interest income.
The
Company reported that the decrease in net income in comparison to the same
periods during the previous fiscal year resulted from a number
of factors, including increases in the provision for loan
losses in order to increase the allowance for loan losses to a level deemed
adequate to reflect the level of risk in the loan portfolio in light
of the current economic conditions, including the increase in
unemployment levels, and a reduction in investment brokerage income as the
market continued to experience unprecedented fluctuations and
corrections.
“Maintaining
the integrity of our balance sheet is one of our top priorities,” Delamater
said. “We are taking the necessary precautions with our investment and credit
portfolios, maintaining adequate loan-loss reserves and keeping our pricing
strategies in line with the appropriate level of risk,
respectively.”
Compared
to the levels at December 31, 2008, the balances of delinquent loans and
non-performing loans and assets increased during the quarter ended March 31,
2009. As a result of charge-offs during the quarter that were approximately
equal to the provision for loan losses of approximately $618,000, the balance of
the allowance for loan losses was essentially
unchanged at March 31, 2009 in comparison to the balance at
December 31, 2008. The allowance represented 1.42% of total loans at March 31,
2009 compared to 1.41% of total loans at March 31, 2008. Management
believes that the allowance for loan losses balance of $5.7 million at March 31,
2009 is sufficient to cover losses inherent in the loan portfolio on that date
and is appropriate based on applicable accounting standards.
In
addition to announcing earnings, the company declared the payment of its regular
quarterly dividend of $0.09 per share, payable on May 22, 2009 to the
shareholders of record as of May 1, 2009. The Company has paid a dividend every
quarter since going public in 1987.
“The bank
is very healthy. We believe that we are positioned for resurgence in earnings
per share,” reflected Delamater. “We recognize that our short-term earnings are
impacted by both the market in terms of credit quality and net interest margin,
as well as our noncash expenses related to our decisions to
expand. Even so, our eye is on the future, and we will continue to
invest in our infrastructure to deliver a diverse array of products and services
to our marketplace and to introduce new products and services that set Northeast
Bank apart.”
About
Northeast Bancorp
Northeast
Bancorp (NASDAQ: NBN) is the holding company for Northeast Bank, a leader in
delivering one-stop shopping for financial services. Headquartered in Lewiston,
Maine, Northeast Bank, together with its wholly owned subsidiary Northeast Bank
Insurance Group, Inc. derives its income from a combination of traditional
banking services and non-traditional financial products and services including
insurance and investments. Northeast Bank operates eleven traditional bank
branches, fourteen insurance offices, three investment centers and a loan
production office that serve seven counties in Maine and two in New
Hampshire. Information regarding Northeast Bank can be found on its website at
www.northeastbank.com
or by contacting 1-800-284-5989.
---------------------------------------------------------------------------------------------------------------------
This
communication contains certain “forward-looking statements”. Although
the Company believes that these forward-looking statements are based on
reasonable estimates and assumptions, they are not guarantees of future
performance and are subject to known and unknown risks, uncertainties, and other
factors. These statements speak only as of the date of this release
and we do not undertake any obligation to update or revise any of these
forward-looking statements to reflect events or circumstances occurring after
the date of this communication or to reflect the occurrence of unanticipated
events. For a more complete discussion of certain risks and
uncertainties affecting the Company, please see "Item 1.
Business-Forward-Looking Statements and Risk Factors" set forth in the Company's
Form 10-K for the year ended June 30, 2008.
Customer
access to securities is provided through Commonwealth Financial Network, Member
NASD/SIPC. Important
information--Securities, annuities, and insurance products are not
deposit products, not FDIC insured, are subject to investment risk, including
the possible loss of principal, and are not an obligation of or guaranteed by
the Bank.
Supplemental
Reporting of Non-GAAP-based Financial Measures
This
press release contains certain financial information determined by methods other
than in accordance with GAAP. Northeast’s management uses these non-GAAP
measures in its analysis of the Company's performance. The presentation of these
non-GAAP financial measures is intended to supplement investors' understanding
of Northeast’s core business activities. These non-GAAP disclosures should not
be viewed as a substitute for operating results determined in accordance with
GAAP, nor are they necessarily comparable to non-GAAP performance measures which
may be presented by other companies.
Earnings
per share excluding amortization of customer list and intangibles is a
non-GAAP-based financial measure calculated using non-GAAP-based amounts. The
most directly comparable measure is earnings per share which is calculated using
GAAP-based amounts. We calculate earnings per share excluding amortization of
customer list and intangibles by excluding the amortization expense for the
amortization of customer list and other intangibles recorded in connection with
the acquisitions of insurance agencies from our calculation of earnings per
share. Management uses earnings per share excluding amortization of customer
list and intangibles in order to review our core operating results. Management
believes that this is a better measure of our performance. A reconciliation of
earnings per share to earnings per share excluding amortization of customer list
and intangibles is set forth below.
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Three
Months Ended
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Nine
Months Ended
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|||||||||||||||
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March
31,
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March
31,
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|||||||||||||||
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2009
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2008
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2009
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2008
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|||||||||||||
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Earnings
excluding intangible amortization
|
||||||||||||||||
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Net
Income
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$ | 387 | $ | 672 | $ | 750 | $ | 1,505 | ||||||||
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Add
back intangible amortization expense, net of tax
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118 | 120 | 369 | 283 | ||||||||||||
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Adjusted
net income
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$ | 505 | $ | 782 | $ | 1,119 | $ | 1,788 | ||||||||
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Adjusted
basic earnings per common share
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$ | 0.22 | $ | 0.34 | $ | 0.48 | $ | 0.76 | ||||||||
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Adjusted
diluted earnings per common share
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$ | 0.22 | $ | 0.34 | $ | 0.48 | $ | 0.75 | ||||||||
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NORTHEAST
BANCORP
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||||||||||||||||||||||||
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(Dollars
in Thousands, Except Per Share and Shares Outstanding
Data)
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||||||||||||||||||||||||
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(Unaudited)
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||||||||||||||||||||||||
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Three
Months Ended
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Nine
Months Ended
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|||||||||||||||||||||||
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March
31,
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%
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March
31,
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%
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|||||||||||||||||||||
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2009
|
2008
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Change
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2009
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2008
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Change
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|||||||||||||||||||
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Selected
financial information
|
||||||||||||||||||||||||
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Income
statement data:
|
||||||||||||||||||||||||
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Interest
income
|
$ | 8,337 | $ | 8,796 | -5 | % | $ | 25,584 | $ | 26,825 | -5 | % | ||||||||||||
|
Interest
expense
|
4,105 | 5,393 | -24 | % | 13,085 | 16,260 | -20 | % | ||||||||||||||||
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Net
interest income
|
4,232 | 3,403 | 24 | % | 12,499 | 10,565 | 18 | % | ||||||||||||||||
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Provision
for loan losses
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618 | 288 | 115 | % | 1,643 | 658 | 150 | % | ||||||||||||||||
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Net
interest income afterprovision for loan losses
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3,614 | 3,115 | 16 | % | 10,856 | 9,907 | 10 | % | ||||||||||||||||
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Gain
on sale of loans
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641 | 122 | 425 | % | 864 | 396 | 118 | % | ||||||||||||||||
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Gain
(loss) on securities
|
- | 267 | -100 | % | (82 | ) | 259 | -132 | % | |||||||||||||||
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Investment
brokerage income
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247 | 680 | -64 | % | 1,275 | 1,665 | -23 | % | ||||||||||||||||
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Insurance
agency income
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1,524 | 1,989 | -23 | % | 4,472 | 3,954 | 13 | % | ||||||||||||||||
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Other
noninterest income
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618 | 583 | 6 | % | 1,814 | 1,753 | 3 | % | ||||||||||||||||
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Noninterest
Income
|
3,030 | 3,641 | -17 | % | 8,343 | 8,027 | 4 | % | ||||||||||||||||
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Noninterest
expense
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6,170 | 5,847 | 6 | % | 18,400 | 15,969 | 15 | % | ||||||||||||||||
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Operating
(loss) income before income tax
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474 | 909 | -48 | % | 799 | 1,965 | -59 | % | ||||||||||||||||
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Income
tax (benefit) expense
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87 | 237 | -63 | % | 49 | 460 | -89 | % | ||||||||||||||||
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Net
income
|
$ | 387 | $ | 672 | -42 | % | $ | 750 | $ | 1,505 | -50 | % | ||||||||||||
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Per
share data:
|
||||||||||||||||||||||||
|
Basic
earning per common share
|
$ | 0.14 | $ | 0.29 | -52 | % | $ | 0.29 | $ | 0.64 | -55 | % | ||||||||||||
|
Diluted
earnings per common share
|
$ | 0.14 | $ | 0.29 | -52 | % | $ | 0.29 | $ | 0.63 | -54 | % | ||||||||||||
|
Weighted
average shares outstanding:
|
||||||||||||||||||||||||
|
Basic
|
2,321,332 | 2,320,951 | 0 | % | 2,319,332 | 2,364,828 | -2 | % | ||||||||||||||||
|
Diluted
|
2,321,332 | 2,333,212 | -1 | % | 2,329,527 | 2,380,412 | -2 | % | ||||||||||||||||
|
Book
value per share
|
$ | 19.00 | $ | 18.54 | $ | 19.00 | $ | 18.54 | ||||||||||||||||
|
Tangible
book value per share
|
$ | 13.71 | $ | 12.88 | $ | 13.71 | $ | 12.88 | ||||||||||||||||
|
Net
interest margin
|
3.02 | % | 2.55 | % | 2.97 | % | 2.66 | % | ||||||||||||||||
|
Net
interest spread
|
2.70 | % | 2.23 | % | 2.74 | % | 2.36 | % | ||||||||||||||||
|
Return
on average assets (annualized)
|
0.26 | % | 0.46 | % | 0.16 | % | 0.35 | % | ||||||||||||||||
|
Return
on equity (annualized)
|
3.27 | % | 6.45 | % | 2.30 | % | 4.83 | % | ||||||||||||||||
|
Tier
I leverage ratio (Bank)
|
7.70 | % | 6.98 | % | 7.70 | % | 6.98 | % | ||||||||||||||||
|
Tier
I risk-based capital ratio (Bank)
|
11.23 | % | 9.67 | % | 11.23 | % | 9.67 | % | ||||||||||||||||
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Total
risk-based capital ratio (Bank)
|
12.48 | % | 10.92 | % | 12.48 | % | 10.92 | % | ||||||||||||||||
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Efficiency
ratio
|
85 | % | 83 | % | 88 | % | 86 | % | ||||||||||||||||
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Nonperforming
loans
|
8,677 | 7,614 | 8,677 | 7,614 | ||||||||||||||||||||
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Total
nonperforming assets
|
9,463 | 7,614 | 9,463 | 7,614 | ||||||||||||||||||||
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Nonperforming
loans as a % of total loans
|
2.17 | % | 1.87 | % | 2.17 | % | 1.87 | % | ||||||||||||||||
|
Nonperforming
assets as a % of total assets
|
1.56 | % | 1.30 | % | 1.56 | % | 1.30 | % | ||||||||||||||||
|
March
31,
|
%
|
|||||||||||||||||||||||
|
2009
|
2008 | Change | ||||||||||||||||||||||
|
Balance
sheet highlights:
|
||||||||||||||||||||||||
|
Available-for-sale
securities, at fair value
|
$ | 159,942 | $ | 128,458 | 25 | % | ||||||||||||||||||
|
Loans
held for sale
|
334 | 1,203 | -72 | % | ||||||||||||||||||||
|
Loans
|
399,302 | 407,925 | -2 | % | ||||||||||||||||||||
|
Allowance
for loan losses
|
5,678 | 5,756 | -1 | % | ||||||||||||||||||||
|
Goodwill
& intangibles
|
12,270 | 13,115 | -6 | % | ||||||||||||||||||||
|
Total
assets
|
607,201 | 586,426 | 4 | % | ||||||||||||||||||||
|
Deposits:
|
||||||||||||||||||||||||
|
NOW
and money market
|
77,946 | 68,038 | 15 | % | ||||||||||||||||||||
|
Savings
|
19,626 | 19,464 | 1 | % | ||||||||||||||||||||
|
Certificates
of deposits
|
230,671 | 229,138 | 1 | % | ||||||||||||||||||||
|
Brokered
time deposits
|
11,295 | 13,471 | -16 | % | ||||||||||||||||||||
|
Noninterest-bearing
deposits
|
30,113 | 31,155 | -3 | % | ||||||||||||||||||||
|
Total
deposits
|
369,651 | 361,266 | 2 | % | ||||||||||||||||||||
|
Borrowings
|
186,319 | 179,254 | 4 | % | ||||||||||||||||||||
|
Shareholders'
equity
|
48,314 | 42,926 | 13 | % | ||||||||||||||||||||
|
Shares
outstanding
|
2,321,332 | 2,315,182 | 0 | % | ||||||||||||||||||||