-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vm0nlodhzas3lWrS8pxkaGiqqnXWQmkYYDghwgRC4VZVo9/c3TulWic8pIJSj7be mHzk0d5ye9nzVeBqqdXpOw== /in/edgar/work/20000814/0000914317-00-000560/0000914317-00-000560.txt : 20000921 0000914317-00-000560.hdr.sgml : 20000921 ACCESSION NUMBER: 0000914317-00-000560 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IPSWICH BANCSHARES INC CENTRAL INDEX KEY: 0001089857 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 043459169 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-26663 FILM NUMBER: 697198 BUSINESS ADDRESS: STREET 1: 23 MARKET STREET CITY: IPSWICH STATE: MA ZIP: 01938 BUSINESS PHONE: 9783567777 MAIL ADDRESS: STREET 1: 23 MARKET STREET CITY: IPSWICH STATE: MA ZIP: 01938 10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X [ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 For the transition period from to Commission File Number: (0-26663) IPSWICH BANCSHARES, INC. ----------------------- (Exact name of Registrant as specified in its charter) Massachusetts 04-3459169 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 23 Market Street, Ipswich, Massachusetts 01938 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 356-7777 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class: Name of each exchange on which registered: Common Stock, $0.10 par value NASDAQ National Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [ X ] No [ ] Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. Yes [ ] No [ ] The number of shares outstanding of the Registrant's common stock as of August 11, 2000 was 2,381,327.
IPSWICH BANCSHARES, INC. AND SUBSIDIARY Consolidated Balance Sheets (Dollars in thousands, except per share data) June 30, December 31, 2000 1999 ---------- ---------- Assets (unaudited) (unaudited) ------ Cash and due from banks $ 7,061 $ 6,552 Interest-bearing deposits and federal funds sold 6,699 1,707 Investment and mortgage-backed securities available for sale 40,078 39,502 Investment and mortgage-backed securities held to maturity 27,670 28,069 Loans held for sale 1,810 0 Loans: Residential fixed rate 74,319 77,490 Residential adjustable rate 96,206 86,519 Home Equity 28,196 23,385 Commercial 5,494 4,873 Consumer 976 1,060 ---------- ---------- Total gross loans 205,191 193,327 Allowance for possible loan losses (1,811) (1,798) ---------- ---------- Net loans 203,380 191,529 Stock in FHLB of Boston 3,000 3,977 Savings Bank Life Insurance Company stock 253 253 Banking premises and equipment, net 3,103 3,168 Other real estate owned 0 111 Accrued interest receivable 1,405 1,248 Other assets 156 182 ---------- ---------- Total assets $ 294,615 $ 276,298 ========== ========== Liabilities and Stockholders' Equity Liabilities: Deposits: Non-interest-bearing checking accounts $ 22,118 $ 15,209 Interest-bearing checking accounts 29,720 27,481 Savings accounts 38,438 37,704 Money market accounts 63,033 62,859 Certificates of deposit 71,746 66,829 ---------- ---------- Total deposits 225,055 210,082 Borrowed funds 48,000 45,000 Mortgagors' escrow accounts 998 993 Deferred income tax liability, accrued expenses and other liabilities 3,346 3,248 ---------- ---------- Total liabilities 277,399 259,323 Equity capital 17,879 16,965 Treasury stock (924) 0 Unrealized gain on investment securities available for sale 261 10 ---------- ---------- Total stockholders' equity 17,216 16,975 ---------- ---------- Total liabilities and stockholders' equity $ 294,615 $ 276,298 ========== ========== Shares outstanding 2,412,027 2,525,427 Selected data (end of period): - ------------------------------ Equity to assets (in %) 5.84 6.14 Total equity to risk-weighted assets (in %) 13.34 14.38 Total non-performing assets, net $ 29 $ 142 Book value per share $ 7.14 $ 6.72
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IPSWICH BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Income (Dollars in thousands, except per share data) Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (unaudited) (unaudited) (unaudited) (unaudited) Interest and dividend income: Loans $ 3,634 $ 3,417 $ 7,139 $ 7,229 Investment securities available for sale 702 524 1,370 1,073 Investment securities held to maturity 470 291 943 459 Federal funds and interest bearing deposits 163 57 192 72 ---------- ---------- ---------- ---------- Total interest and dividend income 4,969 4,289 9,644 8,833 Interest expense: Deposits 1,956 1,576 3,800 3,221 Borrowed funds 807 666 1,440 1,448 ---------- ---------- ---------- ---------- Total interest expense 2,763 2,242 5,240 4,669 ---------- ---------- ---------- ---------- Net interest and dividend income 2,206 2,047 4,404 4,164 Provision for possible loan losses 15 45 30 90 ---------- ---------- ---------- ---------- Net interest and dividend income after provision for possible loan losses 2,191 2,002 4,374 4,074 Non-interest income: Mortgage banking revenues, net 50 267 94 762 Retail banking fees 422 378 799 723 Net gain/(loss) on sales of securities 0 16 2 65 Other 6 5 11 7 ---------- ---------- ---------- ---------- Total non-interest income 478 666 906 1,557 ---------- ---------- ---------- ---------- Net interest, dividend and non-interest income 2,669 2,668 5,280 5,631 Non-interest expenses: Salaries and employee benefits 832 790 1,649 1,562 Occupancy and equipment expenses 227 229 452 450 Data processing services 230 187 444 359 Marketing expense 110 124 304 266 Professional fees 49 95 178 160 Office expense 102 95 184 194 Other 124 158 221 329 ---------- ---------- ---------- ---------- Total non-interest expenses 1,674 1,678 3,432 3,320 Expenses from Holding Company & REIT formation 0 0 0 380 ---------- ---------- ---------- ---------- Income before income taxes 995 990 1,848 1,931 Income tax expense 351 297 457 579 ---------- ---------- ---------- ---------- Net income $ 644 $ 693 $ 1,391 $ 1,352 ========== ========== ========== ========== Basic earnings per share $ 0.26 $ 0.28 $ 0.56 $ 0.56 Diluted earnings per share $ 0.26 $ 0.27 $ 0.55 $ 0.53 Dividends per share $ 0.10 $ 0.05 $ 0.20 $ 0.10 ========== ========== ========== ========== Weighted average common shares outstanding (basic) 2,469,502 2,462,742 2,497,464 2,427,708 Weighted average common shares outstanding (diluted) 2,492,760 2,544,482 2,520,983 2,533,987 Selected performance data: - -------------------------- (Expense ratios exclude one time charges) Return on average equity (in %) 14.80 18.18 15.99 18.13 Return on average assets (in %) 0.89 1.05 0.98 1.00 Net interest margin (in %) 3.13 3.19 3.20 3.16 Expenses to average assets (in %) 2.32 2.55 2.43 2.47 Efficiency ratio (in %) 62.50 61.19 65.02 58.70 Mortgage and equity loan production $ 17,920 $ 35,925 $ 30,566 $ 73,113
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IPSWICH BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Changes in Stockholders' Equity Six Months Ended June 30, 2000 and 1999 (Dollars in thousands, except for share data) (unaudited) Accumulated Additional other Total Shares Common paid-in Retained Treasury comprehensive stockholders' outstanding stock capital earnings stock income equity ----------- ----- ------- -------- ----- ------ ------ Balance at December 31, 1998 2,392,286 $239 $2,009 $11,790 $0 $185 $14,223 Stock options exercised 132,616 13 223 236 Issuance of stock rights 12 12 Cash dividends ($.10 per share) (245) (245) Comprehensive income: Net income 1,352 1,352 Other comprehensive income: Unrealized holding gains on securities, net of taxes of ($1) (2) Reclassification adjustment for amounts included in net income, net of taxes of $5 9 ------- Other comprehensive income 7 7 ------- 1,359 Total comprehensive income --------- ---- ------ ------- -- ---- ------- Balance at June 30, 1999 2,524,902 252 2,244 12,897 0 192 15,585 Stock options exercised 525 1 3 4 Issuance of stock rights 15 15 Cash dividends ($.15 per share) (384) (384) Comprehensive income: Net income 1,937 1,937 Other comprehensive income: Unrealized holding gains on securities, net of taxes of ($147) (221) Reclassification adjustment for amounts included in net income, net of taxes of $26 39 ------- Other comprehensive income (182) (182) ------- Total comprehensive income 1,755 --------- ---- ------ ------- ----- ---- ------- Balance at December 31, 1999 2,525,427 253 2,262 14,450 0 10 16,975 Issuance of stock rights 19 19 Purchase of treasury stock (113,400) (924) (924) Cash dividends ($.20 per share) (496) (496) Comprehensive income: Net income 1,391 1,391 Other comprehensive income: Unrealized holding gains on securities, net of taxes of $174 260 Reclassification adjustment for amounts included in net income, net of taxes of ($7) (9) ------- 251 251 ------- Other comprehensive income 1,642 Total comprehensive income --------- ---- ------ ------- ---- ---- ------- Balance at June 30, 2000 2,412,027 $253 $2,281 $15,345 ($924) $261 $17,216 ========= ==== ====== ======= ===== ==== =======
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IPSWICH BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Six Months Ended June 30, 2000 and 1999 (Dollars in thousands) (unaudited) 2000 1999 -------- -------- Net cash flows from operating activities: Net income $ 1,391 $ 1,352 Adjustments to reconcile net income to net cash provided (used) by operating activities: Provision for possible loan losses 30 90 Depreciation expense 172 167 Amortization of premiums on investment securities, net 14 80 (Gain) on sale of loans, net (1) (762) Loss on sale of real estate acquired by foreclosure 1 0 (Gain) on sale of investment securities available for sale, net (2) (65) Origination of loans held for sale (5,964) (47,609) Proceeds from sale of loans 4,155 7,981 Proceeds from sale of securitized loans 0 57,802 (Increase) in loan origination fees (183) (206) (Decrease) in loan discounts (3) (1) (Increase) in deferred premium on loans sold and mortgage servicing rights 0 (693) (Increase) in accrued interest receivable (157) (201) Decrease in other assets, net 26 17 Increase (decrease) in accrued expenses and other liabilities (68) (324) --------- --------- Net cash provided (used) by operating activities (589) 17,628 Net cash flows from investing activities: Purchase of investment securities available for sale (11,055) (13,380) Principal paydowns on mortgage-backed investment securities available for sale 3,900 7,680 Proceeds from the sale of investment securities available for sale 6,985 4,860 Purchase of investment securities held to maturity 0 (9,579) Principal paydowns on mortgage-backed investment securities held to maturity 398 444 Redemption (purchase) of stock in FHLB of Boston 977 (1,072) Net (increase) in loans (11,695) (3,907) Proceeds from sale of real estate acquired by foreclosure 110 0 Purchases of equipment, net (107) (114) --------- --------- Net cash (used) provided by investing activities (10,487) (15,068) Cash flows from financing activities: Net proceeds from the issuance of common stock 19 248 Purchase of treasury stock (924) 0 Cash dividends (496) (245) Net increase in deposits 14,973 2,452 Proceeds from Federal Home Loan Bank advances 53,454 156,100 Repayment of Federal Home Loan Bank advances (50,454) (161,100) (Decrease) increase in mortgagors' escrow accounts 5 (66) --------- --------- Net cash (used) provided by financing activities 16,577 (2,611) --------- --------- Net (decrease) in cash and cash equivalents 5,501 (51) Cash and cash equivalents at beginning of year 8,259 12,095 --------- --------- Cash and cash equivalents at end of year $ 13,760 $ 12,044 ========= ========= Supplemental disclosure of cash flow information: Cash paid for: Interest on deposit accounts $ 3,800 $ 3,221 Interest on borrowed funds 1,440 1,448 Income tax expense, net 373 417 Supplemental schedule of non-cash investing and financing activities: Net increase required by Statement of Financial Accounting Standards NO. 115: Investment securities 418 12 Deferred income tax liability 167 5 Net unrealized gain on investment Securities available for sale 251 7
Page - 5- IPSWICH BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) June 30, 2000 and 1999 Basis of Presentation - --------------------- The consolidated financial statements include the accounts of Ipswich Bancshares, Inc. and its wholly owned subsidiary, Ipswich Savings Bank (the Bank) and the Bank's subsidiaries, Ipswich Preferred Capital Corporation, Ipswich Securities Corporation, Historic Ipswich, Inc., North Shore Financial Services, Inc. and Rowley Investment Corporation (collectively herein referred to as the Company). All significant intercompany accounts and transactions have been eliminated in consolidation. Ipswich Preferred Capital Corporation (IPCC) was formed in 1999 as a Massachusetts business corporation which elected to be taxed as a real estate investment trust for Federal and Massachusetts tax purposes. IPCC is 99% owned by Ipswich Savings Bank. IPCC holds mortgage loans which were previously originated by the Company. Ipswich Securities Corporation was formed to exclusively transact in securities on its own behalf as a wholly-owned subsidiary of the Bank. Historic Ipswich, Inc. and North Shore Financial Services, Inc. were incorporated for the purpose of holding direct investments in real estate and foreclosed real estate, respectively. Rowley Investment Corporation was incorporated to facilitate the holding and permitting of certain bank-owned real estate. Subsequent to quarter-end, on July 19, 2000, the Bank liquidated two of its subsidiaries, Historic Ipswich, Inc. and Rowley Investment Corporation. The subsidiaries have no material impact on the financial position and earnings of the Company. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for possible loan losses, the valuation of real estate acquired by foreclosure, and the valuation of originated mortgage servicing rights. The accompanying unaudited condensed and consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2000. For further information, refer to the audited consolidated financial statements and footnotes thereto for the fiscal year ended December 31, 1999 included in the Company's Annual Report on Form 10-K. Page - 6 - A substantial portion of the Company's loans are secured by real estate in Essex County in Massachusetts. In addition, other real estate owned is located in that market. Accordingly, the ultimate collectibility of a substantial portion of the Company's loan portfolio and the recovery of the carrying amount of other real estate owned are susceptible to changes in market conditions in its geographic area. Earnings Per Share - ------------------ The computation of basic earnings per share is based on the weighted average number of shares of common stock outstanding during each period. The computation of diluted earnings per share is based on the weighted average number of shares of common stock outstanding and dilutive potential common stock equivalents outstanding during each period. Stock option grants are included only in periods when the results are dilutive.
Six Months Ended June 30, 2000 ---------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- ------ Basic EPS $1,391 2,497 $0.56 Effect of stock options -- 24 ($0.01) ------ ---- ----- Diluted EPS $1,391 2,521 $0.55 ====== ===== ===== Basic EPS $1,352 2,428 $0.56 Effect of stock options -- 106 ($0.03) ------ ----- ----- Diluted EPS $1,352 2,534 $0.53 ====== ===== ===== Three Months Ended June 30, 2000 ---------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- ------ Basic EPS $ 644 2,470 $0.26 Effect of stock options -- 23 -- ----- ----- ----- Diluted EPS $ 644 2,493 $0.26 ===== ===== ===== 1999 ---- Basic EPS $ 693 2,463 $0.28 Effect of stock options -- 81 ($0.01) ----- ----- ----- Diluted EPS $ 693 2,544 $0.27 ===== ===== =====
Other Comprehensive Income - -------------------------- Accumulated other comprehensive income consists solely of unrealized appreciation on investment securities available for sale, net of taxes. Page - 7 - ITEM 2 - ------ MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - ------------ ---------- --- ----------- --------- --------- --- RESULTS OF OPERATIONS - --------------------- Certain statements in this Form 10-Q constitute "forward looking statements", as that term is defined under the Private Securities Litigation Reform Act of 1995. The words "believe", "expect", "anticipate", "intend", "plan", "assume", and other similar expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward looking statements. Reliance should not be placed on forward looking statements because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the control of the Company and may cause the actual results, performance, or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward looking statements. Certain factors that may cause such differences include, but are not limited to the following: interest rates may increase, adversely affecting the ability of borrowers to repay adjustable rate loans and the Company's earnings and income which derive in significant part from loans to borrowers; unemployment in the Company's market area may increase, adversely affecting the ability of individual borrowers to re-pay loans; property values may decline, adversely affecting the ability of borrowers to re-pay loans and the value of real estate securing repayment of loans; general economic and market conditions in the Company's market area may decline, adversely affecting the ability of borrowers to re-pay loans, the value of real estate securing payment of loans and the Company's ability to make profitable loans; adverse legislation or regulatory requirements may be adopted; and competitive pressure among depository institutions may increase. Any of the above may also result in lower interest income, increased loan losses, additional charge-offs and write-downs and higher operating expenses. The Company disclaims any intent or obligation to update publicly any of the forward looking statements herein, whether in response to new information, future events or otherwise. GENERAL - ------- Ipswich Bancshares, Inc. (the Company) is a Massachusetts corporation whose primary business is serving as the holding company for Ipswich Savings Bank (the Bank). On July 1, 1999, in connection with the formation of the Company as the holding company for the Bank, each share of the Bank's common stock previously outstanding was converted automatically into one share of common stock of the Company, and the Bank became a wholly owned subsidiary of the Company. The reorganization had no impact on the consolidated financial statements. The Company's operating results for the three and six months ended June 30, 2000 reflect the operations of the Company and its direct and indirect subsidiaries, Ipswich Savings Bank, Ipswich Preferred Capital Corporation, Ipswich Securities Corporation, North Shore Financial Services, Rowley Investment Corporation and Historic Ipswich, Inc. The Company is in the business of making residential mortgage loans, while attracting deposits from the general public to fund those loans. The Company operates out of its main office located at 23 Market Street, Ipswich, Essex County, Massachusetts, and its Page - 8 - seven full-service retail branch offices, located in Beverly, Essex, Marblehead, North Andover, Rowley, Reading and Salem, Massachusetts. The Company operates Automatic Teller Machines at its Main Office and at each of its full-service retail branch offices. As a bank holding company, the Company is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve (the Federal Reserve) and the Bank is subject to regulation, supervision and examination by the Federal Deposit Insurance Corporation (the FDIC) and the Massachusetts Commissioner of Banks (the Commissioner). ASSET / LIABILITY MANAGEMENT - ---------------------------- The Company does not use static GAP analysis to manage its interest rate risk. It believes that simulation modeling more accurately encompasses the impact of changes in interest rates on the earnings of the Company over time. However, the Company prepares a GAP schedule to measure its static position. Assets and liabilities are classified as interest rate sensitive if they have a remaining term to maturity of 0-12 months, or are subject to interest rate adjustment in those time periods. Adjustable rate loans and mortgage backed securities are shown as if the entire balance comes due on the repricing date. Estimates of fixed rate loan amortization prepayments are included with rate sensitive assets. Because regular savings, demand deposits, money market accounts and NOW accounts may be withdrawn at any time and are subject to interest rate adjustments at any time, they are presented based upon assumed maturity structures. As a result of this analysis, the static GAP position in the 0 to 12 months range is a negative $6.1 million at June 30, 2000. Interest rate sensitivity statistics are static measures that do not necessarily take into consideration external factors which may affect the sensitivity of assets and liabilities, and consequently can not be used alone to predict the operating results of a financial institution in a changing environment. LIQUIDITY - --------- The Company seeks to ensure that sufficient liquidity is available to meet cash requirements while earning a return on liquid assets. The Company uses its liquidity primarily to fund loans and investment commitments, to supplement deposit outflows, to fund its share repurchase program and to meet operating expenses. The primary sources of liquidity are interest and principal amortization from loans, mortgage backed securities and investments, sales and maturities of investments, loan sales, deposits, and Federal Home Loan Bank of Boston (the FHLBB) advances, which includes a $3.2 million overnight line of credit. The Company also uses longer term borrowed facilities within its total available credit line with the FHLBB. Advances from the FHLBB were $48 million at June 30, 2000. During 2000 the primary sources of liquidity were $4.2 million in loan sales, principal amortization from mortgage backed securities of $4.3 million payoff, principal amortization in the loan portfolio of $10.6 million and the sale of investment securities of $7.0 million. The primary uses of funds were $22.6 million in residential first mortgage loan originations and $11.8 million in investment purchases. Page - 9 - CAPITAL RESOURCES - ----------------- Total stockholders' equity at June 30, 2000 was $17.2 million, an increase of $200,000 from $17.0 million at the end of 1999. Included in stockholders' equity at June 30, 2000 is an unrealized gain on marketable securities available for sale, net of taxes, of $261,000, an increase of $251,000 as compared to $10,000 at December 31, 1999. Future interest rate increases could reduce the market value of these securities and reduce stockholders' equity. The Company announced a stock repurchase plan of 10% of the outstanding shares in March 2000. Through June 30, 2000, the Company had repurchased 113,400 or 4.5% of the outstanding shares at an average price of $8.15 totaling $923,700. The Federal Reserve's and the FDIC's capital guidelines require the Company and the Bank, respectively, generally to maintain a minimum Tier 1 leverage capital ratio of at least 4% (5% to be classified as "well-capitalized"). At June 30, 2000 Tier 1 leverage capital ratio for the Company was 5.84% compared to 6.33% at December 31, 1999 and 5.86% and 6.29% for the Bank on June 30, 2000 and December 31, 1999, respectively. The Federal Reserve and the FDIC have also imposed risk-based capital requirements on the Company and the Bank, respectively, which give different risk weightings to assets and to off balance sheet assets, such as loan commitments. The Federal Reserve's and the FDIC's risk-based capital guidelines require the Company and the Bank, respectively, to maintain a minimum total risk-based capital ratio of 8% (10% to be classified as "well-capitalized") and a Tier 1 risk-based capital ratio of 4% (6% to be classified as "well-capitalized"). At June 30, 2000, the Company's total and Tier 1 risk-based capital ratios were 13.34% and 12.09% (compared to 14.38% and 13.13% at December 31, 1999). At June 30, 2000, the Bank's total and Tier 1 risk based capital ratios were 13.30% and 12.05% (compared to 14.29% and 13.04% at December 31, 1999). As of June 30, 2000, the Bank was considered "well-capitalized" under applicable regulatory capital guidelines. FINANCIAL CONDITION - ------------------- The Company's total assets at June 30, 2000 were $294.6 million, an increase of $18.3 million from December 31, 1999 assets of $276.3 million. The increase was largely due to the addition of $11.9 million in total loans, $1.8 million in mortgages held for sale, and $5.0 million in fed funds sold. Funding the increase in assets for the first six months of 2000 was deposit growth of $15 million, primarily in checking accounts, savings, certificates of deposit and money market accounts. Additionally, borrowed funds increased by $3 million in 2000 from year-end 1999. Federal Funds Sold - ------------------ Interest-bearing deposits and federal funds sold at June 30, 2000 was $6.7 million, versus $1.7 million at December 31, 1999. The increase in fed funds sold was primarily due to the Company's accumulation of cash to manage its borrowing position and to take advantage of opportunities to purchase investment securities and manage the Company's interest rate risk position. Page - 10 - Investment and Mortgage-Backed Securities - ----------------------------------------- Total investments and mortgage backed securities available for sale at June 30, 2000 was $40.1 million, an increase of $576,000 in 2000. The increase was primarily the result of the purchase of $11.1 million in adjustable rate mortgage-backed securities, offset by $7.0 million in sales and $3.9 million in amortization. Total investments and mortgage-backed securities held to maturity was $27.7 million at June 30, 2000, versus $28.1 million at December 31, 1999. The decline is due to principal amortization on the portfolio of mortgage-backed securities. The unrealized gain on the portfolio of available for sale securities, was $434,000 at June 30, 2000. The increase in value is principally in the portfolio of adjustable rate mortgage-backed securities, which in a rising rate environment, will increase in yield as the underlying loans reprice. The repricing aspect of these securities helps to sustain the market values. Loans and Loans Held for Sale - ----------------------------- Loans held for sale increased to $1.8 million at June 30, 2000, versus $0 at year-end 1999. The Company's portfolio of mortgages held for sale increased due to the recent origination of fixed rate loans. The loan portfolio at June 30, 2000 was $205.2 million, an increase of $11.9 million in comparison to the portfolio at December 31, 1999 of $193.3 million. The increase was principally in adjustable rate mortgages, which are written for portfolio versus sale in the secondary market. The Company will continue to place adjustable rate mortgages in its portfolio as a result of the more favorable interest rate risk profile for these loans in comparison to fixed rate loans. Current originations of fixed rate loans originated are sold in the secondary market. CREDIT QUALITY - -------------- Non-Performing Loans - -------------------- Loans placed on non-performing status at June 30, 2000 was $29,000, substantially unchanged since year-end. Accrual of interest on loans is discontinued either when a reasonable doubt exists, as to the full timely collection of principal and interest, or when a loan comes contractually past due by ninety (90) days or more, unless the loan is adequately secured and in the process of collection. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current period interest income. Income on such loans is recognized to the extent that cash is received and the ultimate collection of principal and interest is probable. Following collection procedures, the Company generally institutes appropriate actions to foreclose the property. Real Estate Acquired by Foreclosure - ----------------------------------- Real estate acquired by foreclosure totaled $0 at June 30, 2000, a decrease of $111,000 since year-end 1999. The decrease is due to the sale of OREO during the first half of the year. The Company owns two parcels of land which have previously been written down to $1 each. Real estate acquired by foreclosure is reflected at the lower of the net carrying value, or fair value, of the property, less estimated costs of disposition. Page - 11 - Allowance for Possible Loan Losses - ---------------------------------- The allowance for loan loss at June 30, 2000 was $1.8 million, unchanged since year-end 1999. The entire allowance for loan losses is available to absorb charge-offs in any category of loans. Loan losses are charged against the allowance when management believes that the collectibility of the loan principal is unlikely. The allowance for possible loan losses is established by management to absorb future charge-offs of loans deemed uncollectible. The allowance is increased by provisions charged to operating expense and by recoveries on loans previously charged-off. In evaluating current information and events regarding borrowers ability to repay their obligations, management considers commercial loans over $200,000 to be impaired when it is probable that the Company will be unable to collect all amounts due, according to the contractual terms of the note agreement; other loans are evaluated collectively for impairment. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of collateral, if the loan is collateral-dependent. Impairment losses are included in the allowance for loan losses through a charge to the provision for loan losses. Management believes that the allowance for possible loan losses is accurate as of June 30, 2000. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary. Liabilities - ----------- Deposits increased by $15 million in the first half of 2000, to end June 30, 2000 at $225.1 million. Deposits totaled $210.1 million at December 31, 1999. The increase in deposits resulted from the Company's ongoing checking account acquisition program which generated $9.1 million in checking accounts balances in 2000. In addition, certificates of deposit increased by $4.9 million as rising rates made CDs a more attractive investment vehicle for depositors. Federal Home Loan Bank of Boston advances increased by $3.0 million in 2000 to $48 million at June 30, 2000. Borrowed funds are typically used to manage the liquidity of the Company and the utilization of borrowings is dependent on cash flows from other assets and liabilities. The Company extended a substantial portion of its borrowings in the first six months of 2000 to hedge its risk against rising interest rates. The weighted average maturity of its borrowings is approximately 1.6 years at June 30, 2000. Equity Capital - -------------- Equity capital increased by $241,000 to $17.2 million at June 30, 2000. Equity was principally impacted by earnings for the first six months of the year of $1.4 million and an increase in the unrealized gain or loss on investment securities, $251,000, net of taxes. Offsetting these increases were payments of cash dividends to shareholders which totaled $496,000 in 2000. Additionally, the Company repurchased 113,400 shares or 4.5% of its outstandings in executing its previously announced 10% stock repurchase plan. The average price per share was $8.15 totaling $923,700. The cost of the shares as reflected in the equity capital section of the balance sheet as "Treasury Stock". Page - 12 - RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1999 General - ------- The Company reported net income of $644,000 or $.26 per fully diluted share for the second quarter of 2000. This compares with $693,000 or $.27 per fully diluted share for the second quarter of 1999. The second quarter 2000 earnings were favorably impacted by an increase of 7.8% in the net interest income totaling $159,000, and an increase of $44,000 or 11.6% in retail banking fees. Return on equity for the second quarter of 2000 was 14.80%, versus 18.18% for the same quarter of 1999. The second quarter of 2000 return on assets was .89% versus 1.05% for the same quarter in 1999. Net Interest and Dividend Income - -------------------------------- Net interest income for the second quarter of 2000 was $2.2 million, versus $2 million for the same time frame in 1999. The net interest margin percentage was 3.13% for the second quarter of 2000 versus 3.19% for the same quarter the previous year. As a result of the Company's interest rate risk position, net interest margins have experienced compression during the current quarter. This compression results from the rates on borrowings and deposits increasing at a faster rate than those on loans and investment. Non-interest Income - ------------------- Non-interest income for the second quarter of 2000 was $478,000 versus $666,000 in the second quarter of 1999. Non-interest income was substantially lower in 2000, as a result of lower mortgage banking revenues. Mortgage banking revenues are principally generated from the sale of fixed rate loans in the secondary market. As a result of the current interest rate environment, the Company is originating primarily adjustable rate mortgages for portfolio versus fixed rate loans to sell in the secondary market. The resulting impact is that mortgage banking revenues for the second quarter of 2000 was $50,000 versus $267,000 for the second quarter of 1999 when the Company sold a significant amount of fixed rate mortgages in the secondary market. Retail banking fees for the second quarter of 2000 was $422,000 versus $378,000 for the same quarter in 1999. This 11.6% increase is principally the result of the Company's successful efforts to acquire checking account customers in its market place, which generates fee income. Non-interest Expense - -------------------- Total non-interest expenses were $1.7 million for the second quarter of 2000 versus $1.7 million for the same time frame in 1999. Expenses which exhibited increases included salary and benefit costs which increased $42,000 or 5.3% and data processing costs which increased $43,000, or 23% in the current quarter versus the same quarter in 1999. These expenses were primarily the result of the Company's successful efforts to generate checking accounts for which branch staff are incented, and the resulting accounts which generate additional data processing expenses. Offsetting these increases was a decline in marketing expenses of $14,000 or 11.3% and professional fees $46,000 or 48.4%. Page - 13 - Income Tax Expense - ------------------ The second quarter of 2000 effective tax rate was 35.3% versus 30% for the second quarter of 1999. A tax rate of 35% in 2000 is expected to continue through the remainder of the year. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1999 General - ------- The Company reported net income of $1.4 million or $.55 per fully diluted share for the first six months of 2000. This compares with $1.4 million or $.53 per fully diluted share for the first six months of 1999. Positive variances which contributed to an increase in earnings were in the net interest income of $240,000, and in the income tax rate, which was impacted by recognition of a $190,000 tax benefit resulting from a reduction in the Company's valuation reserve, which was booked in the first quarter of 2000. Return on equity for the first six months of 2000 was 15.99%, versus 18.13% for the same time frame in 1999. The first six months of 2000 return on assets was .98% versus 1.00% for the time frame in 1999. Net Interest and Dividend Income - -------------------------------- Net interest income for the first six months of 2000 was $4.4 million, versus $4.2 million for the same time frame in 1999. The net interest margin percentage was 3.20% versus 3.16% for the same time frame the previous year. The net interest income was positively impacted by growth of the balance sheet from $269.8 million at June 30, 1999 to $294.6 million at June 30, 2000. Non-interest Income - ------------------- Non-interest income for the first six months of 2000 was $906,000 versus $1.6 million in the first half of 1999. Non-interest income declined as a result of lower mortgage banking revenues. Mortgage banking revenues are generated from the sale of fixed rate loans in the secondary market. Due to the current interest rate environment, the Company is originating primarily adjustable rate loans for portfolio versus fixed rate loans which are sold in the secondary market. Total mortgage banking revenues for the first six months of 2000 were $94,000 versus $762,000 for the same time frame in 1999. Retail banking fees totaled $799,000 for the first six months of 2000 versus $723,000 for the same time frame in 1999, an increase of $76,000 or 10.5%. Retail banking fees have increased as a result of the Company's emphasis on generating checking accounts in its retail branch network which contributes significantly to fee income. Non-interest Expense - -------------------- Total non-interest expense was $3.4 million for the first six months of 2000 versus $3.7 million for the same time frame in 1999. The 1999 expenses were impacted by a $380,000 charge to form the holding company, and its Residential Real Estate Investment Trust. Non-interest expenses line items which increased in 2000 over 1999 were salaries Page - 14 - and benefits, an increase of $87,000 or 5.6%, and data processing expenses which increased by $85,000 or 23.7%. These cost increases are a result of the Company's successful efforts to generate checking accounts for which the branch staff is incented, and corresponding costs to support these new accounts. Income Tax Expense - ------------------ The first six months of 2000 effective tax rate was 24.7% versus 30% for the same time frame in 1999. The tax rate in 2000 was impacted by the Company's realization of a $190,000 tax benefit resulting from a reduction in its valuation reserve. Excluding the one-time credit, the tax rate in 2000 is expected to be 35% versus 28.7% in 1999, which was impacted by one-time tax benefits. Page - 15 - ITEM 3 - ------ QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ---------------------------------------------------------- The Company's success is dependent upon its ability to manage interest rate risk. Interest rate risk can be defined as the exposure of the Company's net interest income to adverse movements in interest rates. Although the Company manages other risks, as in credit and liquidity risk, in the normal course of its business, management considers interest rate risk to be its most significant market risk and could potentially have the largest material effect on the Company's financial condition and results of operations. Because the Company does not maintain a trading portfolio, it is not exposed to significant market risk from trading activities. The Company's interest rate risk management is the responsibility of the Asset/Liability Management Committee (ALCO). ALCO establishes policies that monitor and coordinate the Company's sources, uses and pricing of funds. The Company seeks to reduce the volatility of its net interest income by managing the relationship of interest-rate sensitive assets to interest-rate sensitive liabilities. In recent years, the focus has been to originate adjustable-rate residential loans for portfolio, which reprice or mature more quickly than fixed-rate residential loans. The Company's adjustable-rate loans are primarily tied to published indices, such as the one-year Constant Maturity Treasury (CMT). The Company utilizes a simulation model to analyze net interest income sensitivity to movements in interest rates. The simulation model projects net interest income based on both a rise or fall in interest rates (rate shock) over a twelve and twenty-four month period. The model is based on the actual maturity and repricing characteristics of interest-rate sensitive assets and liabilities. The model incorporates assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. The assumptions are based on nationally published prepayment speeds on assets and liabilities when interest rates increase or decrease by 200 basis points or greater. The model factors in projections for anticipated activity levels by product lines offered by the Company. The simulation model also takes into account the Company's increased ability to control the rates on deposit products more so than adjustable-rate loans tied to published indices. Interest rate risk represents the sensitivity of earnings to changes in market interest rates. As interest rates change the interest income and expense streams associated with the Company's financial instruments also change, thereby impacting net interest income (NII), the primary component of the Company's earnings. ALCO utilizes the results of the simulation model and static GAP reports to quantify the estimated exposure of NII to sustained interest rate changes. The following reflects the Company's NII sensitivity analysis as of the time frames analyzed: Rate Change Estimated NII Sensitivity Over Twelve Months - ----------- -------------------------------------------- June 30, 2000 June 30, 1999 ------------- ------------- +200bp -2.29% -6.08% - -200bp -2.18% +5.03% Page - 16 - The preceding sensitivity analysis does not represent the Company's forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. While assumptions are developed based upon current economic and local market conditions, the Company cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change. Also, as market conditions vary from those assumed in the sensitivity analysis, actual results will also differ due to: prepayment/refinancing levels likely deviating from those assumed, the varying impact of interest rate change caps or floors on adjustable-rate assets, the potential effect of changing debt service levels on customers with adjustable-rate loans, depositor early withdrawals and product preference changes, and other internal/external variables. Furthermore, the sensitivity analysis does not reflect actions that ALCO might take in responding to or anticipating changes in interest rates. Page - 17 - IPSWICH BANCSHARES, INC. AND SUBSIDIARY PART II - OTHER INFORMATION Item 1. Legal Proceedings - -------------------------------- None Item 2. Changes in Securities and use of Proceeds - -------------------------------------------------------- None 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 and Reports on Form 8-K - ----------------------------------------------- a. Exhibits b. Reports on Form 8-K None c. Exhibits 2.1 Plan of Reorganization and Acquisition dated as of February 17, 1999 between the Company and Ipswich Savings Bank incorporated by reference to the Company's Form 8-K filed on July 9, 1999. 3.1 Articles of Organization of the Company dated February 12, 1999 and incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 3.2 By-laws of the Company is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 4.1 Specimen stock certificate for the Company's Common Stock is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.1 Lease dated August 10, 1992 for premises located at Route 133 and Route 1, Rowley, Massachusetts is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.2 Lease dated April 25, 1994 for premises located at 451 Andover Street, North Andover, Massachusetts is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.3 Lease dated March 4, 1996 for premises located at 588 Cabot Street, Beverly, Massachusetts is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. Page - 18 - 10.4 Lease dated July 27, 1997 for premises located at 600 Loring Avenue, Salem, Massachusetts is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.5 Lease dated February 27, 1998 for premises located at 89 Pleasant Street, Marblehead, Massachusetts is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.6 Lease dated June 12, 1998 for premises located at 470 Main Street, Reading, Massachusetts is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.7* Incentive Compensation Plan for Senior Management and certain other officers dated September 15, 1995 is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.8* Director Recognition and Retirement Plan adopted as of May 18, 1999 is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.9* Merger and Severance Benefits Program dated February 18, 1998 is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.10* Amended and Restated Employment and Severance Agreement dated May 18, 1999 between Ipswich Savings Bank and David L. Grey is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.11* Amended and Restated Employment and Severance Agreement dated May 18, 1999 between Ipswich Savings Bank and Francis Kenney is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.12* Amended and Restated Severance Agreement dated May 18, 1999 between Ipswich Savings Bank and Thomas R. Girard is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.13* Employment Agreement dated June 18, 1998 between Ipswich Savings Bank and Richard P. Duffett is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.14(a)*Amended and Restated Split Dollar Agreement dated May 18, 1999 among Ipswich Savings Bank, Eastern Bank and David L. Grey is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.14(b)*Amended and Restated Ipswich Irrevocable Insurance Trust dated as of May 18, 1999 by and between Ipswich Savings Bank and Eastern Bank is incorporated by reference herein from the Company's June 30, 1999 Form10-Q. Page - 19 - 10.15 Contract with Bank's data processor dated February 14, 1997 is incorporated by reference herein from the Company's June 30, 1999 Form 10-Q. 10.16* 1992 Incentive and Non-qualified Stock Option Plan incorporated by reference to the Company's Registration Statement on Form S-8 filed on July 22, 1999. 10.17* 1996 Stock Incentive Plan incorporated by reference to the Company's Registration Statement on Form S-8 filed on July 22, 1999. 10.18* 1998 Stock Incentive Plan incorporated by reference to the Company's Registration Statement on Form S-8 filed on July 22, 1999. 10.19* Deferred Compensation Plan for Directors incorporated by reference to the Company's Form S-8 filed on July 22, 1999. 10.20 Contract dated April 6, 2000 with U.S. Bancorp for ATM processing services incorporated by reference to the Company's March 31, 2000 Form 10-Q. 10.21*Severance Agreement dated August 8, 2000 between Ipswich Savings Bank and Mark E. Foley. 11. A statement regarding the computation of earnings per share is included in the Notes to Consolidated Financial Statements. 12. Not applicable. 27. Financial Data Schedule. * Denotes Management Contract or Compensation Plan. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IPSWICH BANCSHARES, INC. By: /s/ David L. Grey Date: August 9, 2000 David L. Grey President and Chief Executive Officer By: /s/ Francis Kenney Date: August 9, 2000 Francis Kenney Treasurer (Principal Financial Officer and Principal Accounting Officer) Page - 20 - EX-10.21 2 0002.txt SEVERANCE AGREEMENT ------------------- This Agreement is entered into by and between Mr. Mark E. Foley, Vice President, Commercial Lending (the "Executive") and Ipswich Savings Bank (the "Bank") and shall be effective as of the 8th day of August, 2000 (the "Effective Date"). WHEREAS, the Board of Directors of the Bank desires to assure that the Executive, in the Executive's capacity as an officer of the Bank, will consider the prospect of a "change of control" (as defined in Section 1(A) below) of the Bank in an objective manner; and WHEREAS, the Executive desires to commit himself to serve the Bank to the best of his ability; NOW, THEREFORE, in consideration of the foregoing and the agreements of the parties herein contained, the parties hereto agree as follows: 1. Consequences of Termination of the Executive's Employment Following Change of Control. If there is a "change of control" (as defined in subsection (A) below) during the "Term" (as defined in Section 3 below), the provisions of this Section shall apply and shall continue to apply throughout the remainder of the Term. If, within three months following a "change of control" (as defined in subsection (A) below), the Executive's employment is terminated by the Executive following a reduction of the Executive's annual compensation (other than a reduction which is based on the Bank's financial performance and is similar to the reduction made to the compensation provided to each other officer of the Bank), the Executive (or the Executive's estate, if applicable) shall receive such compensation as is provided to the Executive pursuant to subsection (C) below. Similarly, if the Executive's employment is terminated without "cause" (as defined in subsection (B) below) by the Bank within six months following a "change of control" (as defined in subsection (A) below), the Executive (or the Executive's estate, if applicable) shall receive such compensation as is provided to the Executive pursuant to subsection (C) below. (A) For the purposes of this Section "change of control" shall mean the occurrence of any one or more of the following three events: (1) after the Effective Date, any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Bank, becomes a "beneficial owner" (as such term is defined in Rule 13d-3 as promulgated under the Securities Exchange Act of 1934) directly or indirectly of securities representing 25% or more of the total number of votes that may be cast for the election of Directors of the Bank and two thirds of the Board of Directors of the Bank (the "Board") has not consented to such event prior to its occurrence or within sixty (60) days thereafter, provided that if the consent occurs after the event, it shall only be valid for the purposes of this paragraph (i) if a majority of the consenting Board is comprised of Directors of the Bank who were Directors of the Bank immediately prior to the event; (2) within two years after a merger, consolidation or sale of assets involving the Bank, or a contested election of a Bank Director, or any combination of the foregoing, the individuals who were Directors of the Bank immediately prior thereto shall cease to constitute a majority of the Board; or (3) within two years after a tender offer or exchange offer for voting securities of the Bank (other than by the Bank), the individuals who were Directors of the Bank immediately prior thereto shall cease to constitute a majority of the Board; or (4) within two years after an acquisition in which the Bank becomes a wholly-owned subsidiary of a bank holding company, individuals who were Directors of the Bank immediately prior to such acquisition shall not constitute a majority of the Board of Directors of the parent bank holding company. (B) For purposes of this Section 1, "cause" shall mean activities which have had an adverse effect on the financial strength or stability of the Bank; neglect of duties for which employed (other than on account of a medically determinable disability which renders the Executive incapable of performing such services); committing fraud, misappropriation or embezzlement in the performance of duties as an employee of the Bank; conviction of a felony involving a crime of moral turpitude; or engaging in conduct injurious to the Bank. (C) If the Executive becomes entitled to receive compensation pursuant to this Section, he shall receive a lump-sum payment from the Bank within 30 days of the termination of his employment in the amount of nine (9) months salary of the Executive (at the then applicable annual base salary rate of the Executive, exclusive of bonuses). 2. Employment Status. This Agreement is not an agreement for the employment of the Executive and shall confer no rights on the Executive except as herein expressly provided. 3. Term and One-Year Extension. The term of this Agreement shall be one year commencing with the Effective Date hereof (the "Term"). The Term of this Agreement will, however, be automatically extended for additional periods of one year commencing on the first anniversary of the Effective Date and on each subsequent anniversary thereafter, unless either party notifies the other in writing at least one month prior to the date of such anniversary of the Effective Date that the Agreement is not to be extended. 4. Exclusivity Covenant; Non-Competition. (A) Except with the prior written consent of the Board, the Executive will not while in the employ of the Bank, undertake or engage in any other employment occupation or business enterprise. Further, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest, in the areas where the Bank maintains banking offices, adverse or antagonistic to the Bank, its business or prospects, financial or otherwise, or take any action towards any of the foregoing, except for any investment representing less than one percent (1%) of the voting shares of any publicly-held corporation. (B) During the Executive's employment by the Bank hereunder and during a period of one year following the date of termination of his employment with the Bank for any reason, the Executive will not, directly or indirectly whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, or through any Person (as defined below), compete in the Bank's market area (defined as Essex County, Massachusetts) with the banking or any other business conducted by the Bank or any Subsidiary during the period of his employment hereunder, nor will he attempt to hire any employee of the Bank, assist in such hiring by any other Person, encourage any such employee to terminate his or her relationship with the Bank or encourage any customer to conduct with any other Person any business or activity which such customer conducts or could conduct with the Bank. For purposes of this subsection, (i) the Executive shall not be deemed to be competing with the Bank if he is employed outside of the Bank's market area for a bank or corporation which has its headquarters outside of the Bank's market area, even if such bank or corporation has a branch or office in the Bank's market area and (ii) the term "Person" shall mean an individual, a corporation, an association, a partnership, an estate, a trust and any other entity or organization. 5. Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each of the parties hereto and shall also bind and inure to the benefit of any successor or successors of the Bank by reorganization, merger or consolidation and any assignee of all or substantially all of its business and properties, but, except as to any such successor or assignee of the Bank, neither this Agreement nor any rights or benefits hereunder may be assigned by the Bank or by the Executive. 6. Withholding. All payments made by the Bank under this Agreement shall be net of any tax or other amounts required to be withheld by the Bank under applicable Federal and state law. 7. Governing Law. This Agreement shall be construed in accordance with, and governed for all purposes by, the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws. 8. Interpretation. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 9. Enforcement. Any legal expenses incurred by the Executive in enforcing his rights hereunder (regardless of whether the provisions of this Agreement have terminated) shall be paid by the Bank, provided that both the Executive prevails on the merits of his claim or claims and the Bank's rights of appeal with respect to such claim or claims have been exhausted or have otherwise expired. The Bank shall pay such legal expenses (or reimburse the Executive, if appropriate) within thirty (30) days after the later of the date on which the conditions specified in the previous sentence are fulfilled or the date on which the Executive submits evidence of such legal expenses to the Board. 10. Amendment and Waiver. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of another provision. 11. Binding Effect. Subject to the provisions of Section 4 hereof, this Agreement shall be binding on the successors and assigns of the parties hereto. 12. Notices. Any notices, requests, demands and other communications provided for by the Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Bank or, in the case of the Bank, at its main office, attention of the President (with a copy to Carol Hempfling Pratt, Foley, Hoag & Eliot, One Post Office Square, Boston, Massachusetts 02109). 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which is an original but which shall together constitute one and the same instrument. IN WITNESS WHEREOF, the Bank and the Executive have executed this Agreement under seal as of the date first set forth above. IPSWICH SAVINGS BANK By: ---------------- David L. Grey, President Thereunto duly authorized "EXECUTIVE" - --------------------- Mark E. Foley EX-27 3 0003.txt
9 1,000 6-MOS DEC-31-2000 JUN-30-2000 7,061 0 6,699 0 40,078 27,670 26,659 205,191 1,811 294,615 225,055 16,000 4,344 32,000 0 0 253 16,963 294,615 7,139 2,313 192 9,644 3,800 5,240 4,404 30 2 3,432 1,848 1,391 0 0 1,391 .56 .55 7.05 29 0 38 0 1,798 34 17 1,811 1,819 0 37
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