-----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, EL//HPl98I0NGZPYDeHYBdmYWerNRkfgieFo07xiM1CQTb7Wkf4aQiAUK8F9bxSQ A+Er1jN8m+z8SSpMPRpLUA== 0001171520-04-000293.txt : 20040820 0001171520-04-000293.hdr.sgml : 20040820 20040820154200 ACCESSION NUMBER: 0001171520-04-000293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040820 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST IPSWICH BANCORP /MA CENTRAL INDEX KEY: 0000885979 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 223768777 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-47057 FILM NUMBER: 04988979 BUSINESS ADDRESS: STREET 1: 31 MARKET STREET CITY: IPSWICH STATE: MA ZIP: 01938 BUSINESS PHONE: 9783568257 MAIL ADDRESS: STREET 1: 31 MARKET STREET CITY: IPSWICH 8-K 1 eps1523.txt ================================================================================ 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): August 20, 2004 FIRST IPSWICH BANCORP (Exact name of registrant as specified in its charter) Massachusetts 333-114018 04-2955061 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 31 Market Street, Ipswich, Massachusetts 01938 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (978) 356-3700 Not Applicable (Former name or former address, if changed since last report) ================================================================================ Items 1 through 4. Not applicable. Item 5. Other Events. On August 20, 2004, First Ipswich Bancorp (the "Company") issued a press release announcing that quotations have begun of its common stock on the NASD OTC Bulletin Board. The press release is furnished as Exhibit 99.1 to this report. Item 6. Not Applicable. Item 7. Financial Statements and Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release dated August 20, 2004 99.2 Letter to Shareholders dated August 17, 2004 Items 8 through 11. Not applicable. Item 12. Results of Operations and Financial Conditions On August 17, 2004, Neil St. John Raymond, Chairman of the Board, and Donald P. Gill, President and Chief Executive Officer, of the Company issued a letter to shareholders announcing the Company's financial results for the second quarter ended June 30, 2004. The letter to shareholders is furnished as Exhibit 99.2 to this report. -2- 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. First Ipswich Bancorp By: /s/ Donald P. Gill ---------------------------- Donald P. Gill President and C.E.O. Date: August 20, 2004 -3- EXHIBIT INDEX Exhibit # Exhibit Description - --------- ------------------- 99.1 Press Release dated August 20, 2004 99.2 Letter to Shareholders dated August 17, 2004 -4- EX-99.1 2 ex99-1.txt Exhibit 99.1 [LETTERHEAD OF THE FIRST NATIONAL BANK OF IPSWICH] FOR IMMEDIATE RELEASE Contact: Alexander Caswell August 20, 2004 Regan Communications (617) 488-2885 First Ipswich Bancorp Stock Now Quoted on OTCBB Ipswich, MA - First Ipswich Bancorp, the parent company of The First National Bank of Ipswich (FNBI), announces that quotations of its common stock have begun on the NASD OTC Bulletin Board (www.otcbb.com), under the symbol "FIWC." First Ipswich Bancorp recently completed an offering of 300,000 shares of stock at $13.00 per share, raising a total of $3.9 million. The net proceeds of the stock offering are anticipated to be used by FNBI primarily to acquire a registered investment advisory firm and also to fund FNBI's growth and to establish additional branches, including a new branch scheduled to open in Portsmouth, New Hampshire this fall. Shares of First Ipswich Bancorp currently are not traded on any stock exchange. However, the company intends to list its stock on the NASDAQ SmallCap Market(sm) in the future. "The quoting of First Ipswich Bancorp's stock on the OTC Bulletin Board is a significant milestone in the history of the company," said Donald P. Gill, President and CEO of First Ipswich Bancorp and The First National Bank of Ipswich. "It is an important step toward our goals of increasing our shareholder base and becoming listed on the NASDAQ SmallCap Market(sm)." The First National Bank of Ipswich is a federally chartered bank and a subsidiary of First Ipswich Bancorp. Incorporated in 1892, FNBI is a full-service commercial bank serving communities in Massachusetts and New Hampshire. FNBI operates 12 branches in 11 communities throughout the region. With a full array of retail and business banking products and services, including savings and retirement services, as well as residential, consumer and commercial lending, FNBI is focused on its commitment to the communities and people it serves. The First National Bank of Ipswich is a member of FDIC and an Equal Housing Lender. For more information or to open an account with The First National Bank of Ipswich visit www.fnbi.com. Forward-Looking Statements: Certain statements contained in this press release, or otherwise made by our officers, including statements of our plans or objectives to acquire a registered investment advisory firm, increase our shareholder base and become listed on the NASDAQ SmallCap Market, other statements relating to our future performance and our outlook for our businesses, and projections, are forward-looking statements, and contain information relating to us that is based on our beliefs as well as assumptions, made by, and information currently available to, our management. The words "intend", "goal", "anticipate" and similar expressions as they relate to us are intended to identify forward-looking statements, although not all forward looking statements contain such identifying words. No assurance can be given that the results in any forward-looking statement will be achieved. For the forward-looking statements, we claim the protection of the safe harbor for forward-looking statements provided for in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those reflected in the forward-looking statements. ### EX-99.2 3 ex99-2.txt Exhibit 99.2 [LOGO] First Ipswich Bancorp SECOND QUARTER REPORT 2004 [LOGO] Investing in Relationships www.fnbi.com August 17, 2004 Dear Shareholders, Customers and Friends: It has been a very exciting quarter for our institution. We began with our successful conversion and acquisition of our new Cambridge, Massachusetts location on April 3rd. We opened our next branch in Beverly, Massachusetts on May 15th. We had sensational results from our grand opening Certificate of Deposit specials. New deposits taken in exceeded $30 million from these one-day specials. Additionally, we completed our stock offering in June, when all 300,000 shares of stock offered were sold. The proceeds of the stock offering are intended to be used for the acquisition of an investment advisory firm and growth in our branch network, as was previously mentioned. This new capital will facilitate our strategic growth plans. We intend to provide quotations of our common stock on the OTC Bulletin Board. In the future it is our intent to list on the NASDAQ(R) SmallCap Market. The second quarter financials reflect the activities previously mentioned. As a result of our continued investment in new retail branches and the consequent increase in legal, marketing and other expenses, as well as staffing infrastructure costs, the company recorded a net loss for the quarter. It is the intent of this investment in new infrastructure to enhance earnings in the future. Assets increased 24.8% from the same period last year to $387.7 million. Loans increased 7.6% to nearly $164 million, while deposits have increased 20.3% to $244.8 million when compared to the same period last year. The Board of Directors, Management and Staff are delighted with the accomplishments of the first two quarters of 2004. We look forward to deriving substantial benefits from these achievements during the remainder of the year. Very truly yours, Neil St. John Raymond Donald P. Gill Chairman of the Board President & CEO FIRST IPSWICH BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited) (In thousands, except share data)
June 30, June 30, 2004 2003 --------- --------- ASSETS Cash and due from banks $ 12,881 $ 11,693 Federal funds sold 410 634 --------- --------- Total cash and cash equivalents 13,291 12,327 --------- --------- Certificate of deposit 2,279 -- Securities available for sale, at fair value 155,984 105,227 Securities held to maturity, at amortized cost 34,417 25,396 Federal Home Loan Bank stock, at cost 5,590 5,248 Federal Reserve Bank stock, at cost 489 489 Loans, net of allowance for loan losses of $1,318 and $1,371 163,968 152,424 Banking premises and equipment, net 5,887 5,591 Other assets 5,808 3,910 --------- --------- Total assets $ 387,713 $ 310,612 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 244,750 $ 203,458 Short-term borrowings 54,281 24,319 Long-term borrowings 42,944 56,994 Subordinated debentures 9,000 9,000 Due to broker 17,475 -- Other liabilities 1,440 2,406 --------- --------- Total liabilities 369,890 296,177 --------- --------- Stockholders' equity: Preferred stock, $1.00 par value; 1,000,000 shares authorized, none issued -- -- Common stock, $1.00 par value; 4,000,000 shares authorized, 2,078,120 and 1,778,120 issued, respectively 2,078 1,778 Additional paid-in capital 9,148 5,882 Retained earnings 8,092 6,860 Accumulated other comprehensive income (loss) (1,384) 49 Treasury stock, at cost - 20,490 and 24,680 shares, respectively (111) (134) --------- --------- Total stockholders' equity 17,823 14,435 --------- --------- Total liabilities and stockholders' equity $ 387,713 $ 310,612 ========= ========= Non-accrual loans $ -- $ -- Non-performing assets $ -- $ -- Net charged-off loans (recoveries) $ 13 $ 13 Non-performing assets to total assets 0.00% 0.00% Non-performing assets to ALLL 0.00% 0.00% Leverage ratio 7.17% 6.10% Total risk based capital ratio 13.74% 13.42%
2 FIRST IPSWICH BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited) (In thousands, except share data)
Six Months Ended Quarter Ended June 30, June 30, ---------------------- -------------------- 2004 2003 2004 2003 ------- ------ ------ ------ Interest and dividend income: Interest and fees on loans $ 2,575 $2,537 $5,098 $4,919 Interest on debt securities: Taxable 1,203 1,030 2,498 2,319 Tax-exempt 191 140 383 238 Dividends on equity securities 57 101 110 194 Other interest 35 2 70 3 ------- ------ ------ ------ Total interest and dividend income 4,061 3,810 8,159 7,673 ------- ------ ------ ------ Interest expense: Interest on deposits 705 660 1,223 1,325 Interest on borrowed funds 623 618 1,286 1,227 Interest on subordinated debentures 144 146 288 293 ------- ------ ------ ------ Total interest expense 1,472 1,424 2,797 2,845 ------- ------ ------ ------ Net interest income 2,589 2,386 5,362 4,828 Provision for loan losses -- -- -- -- ------- ------ ------ ------ Net interest income, after provision for loan losses 2,589 2,386 5,362 4,828 Other income: Gain (loss) on sales and calls of securities, net (11) 294 375 934 Service charges on deposit accounts 364 285 650 531 Credit card fees 176 173 311 334 Trust fees 112 84 203 168 Non-deposit investment fees 70 45 163 113 Miscellaneous 77 30 99 115 ------- ------ ------ ------ Total other income 788 911 1,801 2,195 ------- ------ ------ ------ Operating expenses: Salaries and employee benefits 1,821 1,536 3,696 2,937 Occupancy and equipment 513 450 959 877 Professional fees 208 140 495 316 Credit card interchange 146 132 240 233 Advertising and marketing 193 124 263 216 Data processing 156 110 300 233 ATM processing 101 77 191 145 Other general and administrative 381 295 684 568 ------- ------ ------ ------ Total operating expenses 3,519 2,864 6,828 5,525 ------- ------ ------ ------ Income (loss) before income taxes (142) 433 335 1,498 Provision (credit) for income taxes (100) 128 25 464 ------- ------ ------ ------ Net income (loss) $ (42) $ 305 $ 310 $1,034 ======= ====== ====== ====== Weighted average common shares outstanding: Basic 1,758 1,753 1,758 1,753 ------- ------ ------ ------ Diluted 1,851 1,806 1,851 1,806 ------- ------ ------ ------ Earnings (loss) per share: Basic $ (0.02) $ 0.17 $ 0.18 $ 0.59 ======= ====== ====== ====== Diluted $ (0.02) $ 0.17 $ 0.17 $ 0.57 ======= ====== ====== ====== Return on average assets (0.05%) 0.39% 0.18% 0.67% Return on average equity (1.12%) 8.35% 4.05% 14.39% Net interest margin 3.19% 3.27% 3.35% 3.34%
3 IPSWICH# 31 Market Street BEVERLY* 588 Cabot Street CAMBRIDGE* 2067 Massachusetts Avenue ESSEX# 8-10 Martin Street GLOUCESTER* 207 Main Street NEWBURYPORT# 155 State Street ROWLEY* 167 Main Street ROWLEY* 144 Newburyport Turnpike (Route 1) LONDONDERRY, NH# 23 Orchard View Drive MANCHESTER, NH* Wal#Mart 300 Keller Street NEWINGTON, NH* Wal#Mart 2200 Woodbury Avenue SALEM, NH* Wal#Mart 300-344 North Broadway 800-834-0046 Connects All Offices Remote ATM Locations-Massachusetts Bruni's Market, 36 Essex Rd, Ipswich* Salt Box Restaurant, 141 High St, Ipswich* 108 Eastern Ave, Gloucester# Topsfield Fairgrounds, 207 Boston Rd, Topsfield* Dunkin Donuts, 148 Newburyport Trnpk, Rowley# ATMs available at all branch locations *24-Hour ATMs # Drive-Up ATMs www.fnbi.com Member FDIC EQUAL OPPORTUNITY LENDER -----END PRIVACY-ENHANCED MESSAGE-----