MIDDLEBORO, Mass., Oct. 22, 2013 /PRNewswire/ -- Mayflower
Bancorp, Inc. (NASDAQ Global Market: MFLR), the holding company for
Mayflower Bank, today reported a net loss of $21,000 or $0.01
per share for the quarter ended September
30, 2013, compared to earnings of $375,000 or $0.18
per share for the quarter ended September
30, 2012. Diluted results per share were $(0.01) and $0.18,
respectively.
For the six months ended September 30,
2013, net income was $73,000
or $0.04 per share, compared to
earnings of $764,000 or $0.37 per share for the six months ended
September 30, 2012. On a
diluted per share basis, earnings for the six months were
$0.04 and $0.37, respectively.
The Company previously announced that its Board of Directors
declared a quarterly cash dividend of $0.06 per share to be payable on October 18, 2013 to shareholders of record as of
October 4, 2013.
On May 14, 2013, the Company
announced the signing of a definitive agreement under which
Independent Bank Corp. will acquire Mayflower Bancorp, Inc.; and
Rockland Trust Company, the subsidiary of Independent Bank Corp.,
will acquire Mayflower Bank (collectively, the "Merger"). The
Merger is intended to qualify as a tax-free reorganization for
Mayflower Bancorp, Inc. shareholders for federal income tax
purposes. Shareholders will be able to elect to receive either
$17.50 in cash or 0.565 shares of
Independent Bank Corp. common stock in exchange for their shares,
subject to proration and allocation so that 70% of shares are
exchanged for Independent Bank Corp. stock and the remaining 30%
exchanged for cash.
Net interest income was $1,763,000
for the quarter ended September 30,
2013, compared to $2,008,000
for the quarter ended September 30,
2012. The net interest margin decreased, from 3.45% for the
quarter ended September 30, 2012 to
3.05% for the quarter ended September
30, 2013. Average interest-earning assets decreased
from $232.6 million for the quarter
ended September 30, 2012 to
$231.2 million for the quarter ended
September 30, 2013 and average
interest-bearing liabilities declined from $226.6 million at September 30, 2012 to $223.4 million at September 30, 2013.
Non-interest income decreased by $305,000 for the quarter ended September 30, 2013 as compared to the quarter
ended September 30, 2012. This
decrease was partially due to a decrease of $241,000 in gains/losses realized upon the sale
of residential mortgage loans to the secondary mortgage market.
Also, during the quarter, gains on sales of investments decreased
by $69,000, other income decreased by
$6,000, and customer service fees
decreased by $7,000 due to reduced
return check fees collected. These decreases were offset by
an increase of $11,000 in loan
origination and other loan fees and by an increase of $7,000 in interchange
income.
Total non-interest expense increased by $110,000 for the quarter ended September 30, 2013. This increase was
primarily the result of merger related expenses totaling
$295,000. Additionally,
compensation and fringe benefits increased by $22,000 due to increased benefit costs and the
FDIC assessment expense increased by $4,000. These increases were partially
offset by a decrease of $210,000 in
other expenses, due to the elimination of various ongoing operating
costs as a result of the pending merger, and occupancy and
equipment expense decreased by $1,000.
There was no provision for loan losses for the quarter ended
September 30, 2013, as compared to
$20,000 for the quarter ended
September 30, 2012. In
determining the appropriate level for the allowance for loan
losses, the Company considers past loss experience, evaluations of
underlying collateral, prevailing economic conditions, the nature
of the loan portfolio and levels of non-performing and other
classified loans. Management and the Company's Board of
Directors evaluate the loan loss reserve on a regular basis, and
consider the allowance as constituted to be adequate at this
time.
For the six months ended September 30,
2013, net interest income was $3.7
million, a decrease of $404,000 compared to the six months ended
September 30, 2012. This can be
attributed to a decrease in the Company's net interest margin,
which declined from 3.49% for the six months ended September 30, 2012 to 3.13% for six months ended
September 30, 2013. Average
interest earning assets for the six months ended September 30, 2013 were $235.3 million as compared to $234.0 million for the six months ended
September 30, 2012 and average
interest bearing liabilities were $227.8
million at September 30, 2013,
compared to $228.6 million at
September 30, 2012.
Non-interest income decreased by $376,000 for the six months ended September 30, 2013 as compared to the six months
ended September 30, 2012. This
decrease was due to a reduction of $275,000 in gains/losses on sales of residential
mortgage loans to the secondary market, coupled with a decrease of
$117,000 in gains realized upon the
on sale of investments. Additionally, customer service fees
decreased by $25,000, due to a
reduction in return check fees collected. These decreases
were offset by an increase of $31,000
in loan origination and other loan fees and $15,000 in interchange income on debit card
transactions. Finally, other income decreased by $5,000.
Total non-interest expense increased by $293,000 for the six months ended September 30, 2013. This increase was
primarily the result of merger related expenses totaling
$449,000. Additionally,
compensation and fringe benefits increased by $41,000 due to increased benefit costs and the
FDIC assessment expense increased by $6,000. Other expenses decreased by
$194,000 as a result of the
elimination of various ongoing operating costs as a result of the
pending merger and occupancy and equipment expense decreased by
$9,000.
There was no provision for loan losses for the six-month period
ended September 30, 2013, compared to
$30,000 for the six months ended
September 30, 2012. The
allowance for loan loss as a percentage for net loans was 0.94% at
September 30, 2013, compared to 0.87%
at March 31, 2013.
Since March 31, 2013, total assets
of the Company have decreased by $17.2
million, ending at $244.1
million as of September 30,
2013. During the period, total investment securities
decreased by $15.0 million while net
loans receivable decreased by $9.9
million. These decreases were offset by an increase of
$8.5 million in cash and cash
equivalents.
During the six months ended September 30,
2013, total deposits decreased by $16.5 million. This decrease was comprised
of a reduction of $6.5 million in
certificates of deposit, coupled with a decrease of $10.0 million in checking and savings
accounts. Advances and borrowings outstanding remained
constant at $1.0
million.
As of September 30, 2013,
non-performing assets totaled $1.4
million, compared to $584,000
at March 31, 2013. The increase
from March 31, 2013 is the result of
an increase of $672,000 in
non-performing loans, coupled with an increase of $134,000 in real estate acquired by
foreclosure. The allowance for loan losses as a percentage of
non-performing loans was 108.5% at September
30, 2013, compared to 271.5% at March
31, 2013.
Total stockholders' equity stood at $21.9
million at September 30, 2013,
compared to $22.6 million at
March 31, 2013. Tier 1 capital
to average assets stood at 8.8% at September
30, 2013, compared to 8.6% at March
31, 2013. The decrease in total equity is partially
due to a decrease of $503,000 in the
unrealized gain (net of tax) on securities available for sale and
dividends declared of $0.18 per
share, totaling $372,000.
Offsetting these decreases was net income for the period of
$73,000, proceeds from the issuance
of common stock totaling $77,000, and
stock based compensation credits totaling $15,000.
Mayflower Bancorp, Inc. is the holding company for Mayflower
Bank which specializes in residential and commercial lending and
traditional banking and deposit services. The Company currently
serves southeastern Massachusetts
from its main office in Middleboro
and maintains additional full-service offices in Bridgewater, Lakeville, Plymouth, Rochester, and Wareham, Massachusetts. All of the
Company's deposits are insured by the Federal Deposit Insurance
Corporation (FDIC) to applicable limits. All amounts above
those limits are insured in full by the Share Insurance Fund (SIF)
of Massachusetts. For further information on Mayflower
Bancorp, Inc. please visit www.mayflowerbank.com.
(See accompanying Selected Consolidated Financial
Information)
This earnings report may contain certain forward-looking
statements, which are based on management's current expectations
regarding economic, legislative and regulatory issues that may
impact the Company's earnings in future periods. Factors that
could cause future results to vary materially from current
management expectations include, but are not limited to, general
economic conditions, changes in interest rates, deposit flows, real
estate values and competition; changes in accounting principles,
policies or guidelines; changes in legislation or regulation; and
other economic, competitive, governmental, regulatory and
technological factors affecting the Company's operations, pricing,
products and services. Additional factors that may affect our
results are discussed under "Item 1A Risk Factors" in the Company's
Quarterly Reports on Form 10-Q and in its Annual Report on Form
10-K, each filed with the Securities and Exchange Commission (the
"SEC"), which are available at the SEC's website
(www.sec.gov) and to which reference is hereby
made.
Additional Information:
In connection with
the Merger, Independent has filed with the SEC a Registration
Statement on Form S-4 that includes a Proxy Statement of Mayflower
Bancorp, Inc. and a Prospectus of Independent, as well as other
relevant documents concerning the proposed transaction.
Shareholders are urged to read the Registration Statement and the
Proxy Statement/Prospectus regarding the Merger and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they contain important
information. You may obtain a free copy of the Proxy
Statement/Prospectus, as well as other filings containing
information about Independent and Mayflower, at the SEC's Internet
site (http://www.sec.gov). You also may obtain these
documents for Independent, free of charge, at
www.RocklandTrust.com under the tab "Investor Relations"
and then under the heading "SEC Filings." Copies of the Proxy
Statement/Prospectus and the SEC filings that are incorporated by
reference in the Proxy Statement/Prospectus can also be obtained,
free of charge, by directing a request to Investor Relations,
Independent Bank Corp., 288 Union Street, Rockland, Massachusetts 02370, (781)
982-6858.
MAYFLOWER BANCORP,
INC. AND SUBSIDIARY
|
|
|
|
|
|
|
|
CONSOLIDATED
BALANCE SHEETS
|
September
30,
|
March 31,
|
|
2013
|
|
2013
|
ASSETS
|
(unaudited)
|
|
(audited)
|
Cash and cash
equivalents:
|
(In
Thousands)
|
Cash and due
from banks
|
$
3,485
|
|
$
3,492
|
Interest-bearing deposits in banks
|
17,406
|
|
8,931
|
Total cash and
cash equivalents
|
20,891
|
|
12,423
|
Investment
securities:
|
|
|
|
Securities
available-for-sale, at fair value
|
39,784
|
|
48,248
|
Securities
held-to-maturity (fair value of $39,589 and $47,052,
respectively
|
39,412
|
|
45,952
|
Total
investment securities
|
79,196
|
|
94,200
|
Loans receivable,
net
|
129,437
|
|
139,321
|
Accrued interest
receivable
|
673
|
|
781
|
Real estate held for
investment
|
595
|
|
606
|
Real estate acquired
by foreclosure
|
273
|
|
139
|
Premises and
equipment, net
|
10,268
|
|
10,489
|
Deposits with The
Co-operative Central Bank
|
449
|
|
449
|
Stock in Federal Home
Loan Bank of Boston, at cost
|
1,252
|
|
1,252
|
Refundable income
taxes
|
127
|
|
447
|
Deferred income
taxes
|
216
|
|
-
|
Other
assets
|
739
|
|
1,237
|
Total
assets
|
$
244,116
|
|
$
261,344
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
Deposits
|
$
219,136
|
|
$
235,683
|
Advances and
borrowings
|
1,000
|
|
1,000
|
Advances from
borrowers for taxes and insurance
|
717
|
|
772
|
Deferred income
taxes
|
-
|
|
92
|
Accrued expenses and
other liabilities
|
1,347
|
|
1,171
|
Total
liabilities
|
222,200
|
|
238,718
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
Preferred stock $1.00
par value; authorized 5,000,000 shares;
|
|
|
|
issued -
none
|
-
|
|
-
|
Common stock $1.00
par value; authorized 15,000,000 shares;
|
|
|
|
issued
2,065,999 at September 30, 2013 and 2,058,422 at March 31,
2013
|
2,066
|
|
2,058
|
Additional paid-in
capital
|
4,467
|
|
4,383
|
Retained
earnings
|
15,336
|
|
15,635
|
Accumulated other
comprehensive income
|
47
|
|
550
|
Total
stockholders' equity
|
21,916
|
|
22,626
|
Total
liabilities and stockholders' equity
|
$
244,116
|
|
$
261,344
|
MAYFLOWER BANCORP,
INC. AND SUBSIDIARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
STATEMENTS OF INCOME
|
|
|
|
|
|
|
Unaudited
|
Three months
ended
September
30,
|
|
Six months
ended
September
30,
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
(In
Thousands, Except Per Share Data)
|
Interest
income:
|
|
|
|
|
|
|
|
Loans
receivable
|
$
1,568
|
|
$
1,738
|
|
$
3,255
|
|
$
3,518
|
Securities held-to-maturity
|
196
|
|
275
|
|
432
|
|
568
|
Securities available-for-sale
|
189
|
|
259
|
|
393
|
|
547
|
Interest-bearing deposits in banks
|
6
|
|
5
|
|
11
|
|
11
|
Total
interest income
|
1,959
|
|
2,277
|
|
4,091
|
|
4,644
|
|
|
|
|
|
|
|
|
Interest
expense:
|
|
|
|
|
|
|
|
Deposits
|
184
|
|
257
|
|
384
|
|
533
|
Borrowed
funds
|
12
|
|
12
|
|
23
|
|
23
|
Total
interest expense
|
196
|
|
269
|
|
407
|
|
556
|
|
|
|
|
|
|
|
|
Net interest
income
|
1,763
|
|
2,008
|
|
3,684
|
|
4,088
|
|
|
|
|
|
|
|
|
Provision for loan
losses
|
-
|
|
20
|
|
-
|
|
30
|
Net interest income
after provision for loan losses
|
1,763
|
|
1,988
|
|
3,684
|
|
4,058
|
|
|
|
|
|
|
|
|
Noninterest
income:
|
|
|
|
|
|
|
|
Loan
origination and other loan fees
|
52
|
|
41
|
|
91
|
|
60
|
Customer
service fees
|
138
|
|
145
|
|
274
|
|
299
|
Gain
(loss) on sales of mortgage loans
|
(25)
|
|
216
|
|
102
|
|
377
|
Gain on
sales of investment securities
|
1
|
|
70
|
|
2
|
|
119
|
Interchange income
|
70
|
|
63
|
|
139
|
|
124
|
Other
|
26
|
|
32
|
|
54
|
|
59
|
Total noninterest
income
|
262
|
|
567
|
|
662
|
|
1,038
|
|
|
|
|
|
|
|
|
Noninterest
expense:
|
|
|
|
|
|
|
|
Compensation and fringe benefits
|
1,104
|
|
1,082
|
|
2,224
|
|
2,183
|
Occupancy and equipment
|
246
|
|
247
|
|
513
|
|
522
|
FDIC
assessment
|
39
|
|
35
|
|
75
|
|
69
|
Merger
expenses
|
295
|
|
-
|
|
449
|
|
-
|
Other
|
401
|
|
611
|
|
973
|
|
1,167
|
Total noninterest
expense
|
2,085
|
|
1,975
|
|
4,234
|
|
3,941
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes
|
(60)
|
|
580
|
|
112
|
|
1,155
|
Provision for income
taxes
|
(39)
|
|
205
|
|
39
|
|
391
|
Net income
(loss)
|
$
(21)
|
|
$
375
|
|
$
73
|
|
$
764
|
|
|
|
|
|
|
|
|
Earnings (loss) per
share (basic)
|
$
(0.01)
|
|
$
0.18
|
|
$
0.04
|
|
$
0.37
|
Earnings (loss) per
share (diluted)
|
$
(0.01)
|
|
$
0.18
|
|
$
0.04
|
|
$
0.37
|
|
|
|
|
|
|
|
|
Weighted average
basic shares outstanding
|
2,063
|
|
2,059
|
|
2,057
|
|
2,060
|
Diluted effect of
outstanding stock options
|
20
|
|
7
|
|
10
|
|
6
|
Weighted average
diluted shares outstanding
|
2,083
|
|
2,066
|
|
2,067
|
|
2,066
|
Mayflower Bancorp,
Inc. and Subsidiary
|
Selected Financial
Ratios
|
(Dollars in
thousands, except per share information)
|
|
|
|
|
|
|
|
Three months ended
September 30,
|
|
Six months
ended
September
30,
|
|
2013
|
2012
|
|
2013
|
2012
|
Key Performance
Ratios
|
|
|
|
|
|
Dividends paid per
share
|
$
0.06
|
$
0.06
|
|
$
0.12
|
$
0.12
|
Annualized return on
average assets
|
-0.03%
|
0.60%
|
|
0.06%
|
0.61%
|
Annualized return on
average equity
|
-0.38%
|
6.71%
|
|
0.66%
|
6.89%
|
Net interest
spread
|
3.04%
|
3.45%
|
|
3.12%
|
3.48%
|
Net interest
margin
|
3.05%
|
3.45%
|
|
3.13%
|
3.49%
|
|
|
|
|
|
|
Asset
Quality
|
|
|
|
|
|
|
September
30,
|
|
March
31,
|
|
September
30,
|
Loans past due
over 90 days
|
2013
|
|
2013
|
|
2012
|
Residential
mortgages
|
$
-
|
|
$
-
|
|
$
-
|
Home equity loans and
lines of credit
|
213
|
|
147
|
|
30
|
Commercial and
construction mortgages
|
874
|
|
-
|
|
-
|
Commercial and
consumer loans
|
-
|
|
-
|
|
93
|
|
$
1,087
|
|
$
147
|
|
$
123
|
|
|
|
|
|
|
Non-performing
assets
|
|
|
|
|
|
Non-accrual
loans
|
$
1,117
|
|
$
445
|
|
$
123
|
Real estate acquired
by foreclosure
|
273
|
|
139
|
|
314
|
|
$
1,390
|
|
$
584
|
|
$
437
|
|
|
|
|
|
|
Allowance for loan
losses
|
$
1,212
|
|
$
1,208
|
|
$
1,194
|
|
|
|
|
|
|
Asset Quality
Ratios
|
|
|
|
|
|
Allowance for loan
losses/net loans
|
0.94%
|
|
0.87%
|
|
0.89%
|
Allowance for loan
losses/non-performing loans
|
108.50%
|
|
271.46%
|
|
970.73%
|
|
|
|
|
|
|
Non-performing
loans/net loans
|
0.86%
|
|
0.32%
|
|
0.09%
|
Non-performing
loans/total assets
|
0.46%
|
|
0.17%
|
|
0.05%
|
|
|
|
|
|
|
Non-performing
assets/net loans
|
1.07%
|
|
0.42%
|
|
0.33%
|
Non-performing
assets/total assets
|
0.57%
|
|
0.22%
|
|
0.17%
|
|
|
|
|
|
|
Tier 1 Capital to
average assets
|
8.84%
|
|
8.60%
|
|
8.62%
|
Tier 1 Capital to
risk weighted assets
|
17.76%
|
|
16.66%
|
|
16.66%
|
Book Value per
Share
|
$
10.61
|
|
$
10.99
|
|
$
10.94
|
SOURCE Mayflower Bancorp, Inc.