SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(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, 2001
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
------------------- ------------------------
Commission File Number 000-23129
NORTHWAY FINANCIAL, INC.
------------------------
(Exact name of registrant as specified in its charter)
New Hampshire 04-3368579
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 Main Street
Berlin, New Hampshire 03570
--------------------- -----
(Address of principal executive offices) (Zip Code)
(603) 752-1171
--------------
(Registrant's telephone number, including area code)
No Change
---------
(Former name, former address and former fiscal year,
if changed since last report)
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 twelve (12) months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety (90) days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date. At August 1, 2001, there were
1,514,780 shares of common stock outstanding, par value $1.00 per share.
INDEX
NORTHWAY FINANCIAL, INC.
PART I. FINANCIAL INFORMATION PAGE
Item 1.
Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Income for the Three Months
and Six Months Ended June 30, 2001 and 2000 (Unaudited)..............3
Condensed Consolidated Balance Sheets at June 30, 2001 (Unaudited)
and December 31, 2000................................................4
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2000 (Unaudited).............................5
Notes to Condensed Consolidated Financial Statements (Unaudited).....7
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................9
Item 3.
Quantitative and Qualitative Disclosures about Market Risk..........12
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings...................................................13
Item 2.
Changes in Securities...............................................13
Item 3.
Default Upon Senior Securities......................................13
Item 4.
Submission of Matters to a Vote of Security Holders.................13
Item 5.
Other Information...................................................13
Item 6.
Exhibits and Reports on Form 8-K....................................13
Signatures...................................................................14
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements.
NORTHWAY FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
(Dollars in thousands, except per share data) 2001 2000 2001 2000
---------------------------------------------------------------------------------------------------------------
Interest and dividend income:
Loans $8,002 $8,206 $16,260 $16,120
Interest on debt securities:
Taxable 462 740 1,153 1,504
Tax exempt 125 62 232 125
Dividends 89 111 194 204
Federal funds sold 94 5 114 8
Interest bearing deposits 1 3 2 5
------------------------------------------
Total interest and dividend income 8,773 9,127 17,955 17,966
------------------------------------------
Interest expense:
Deposits 3,005 2,584 6,324 4,993
Borrowed funds 706 1,420 1,468 2,567
-------------------------------------------
Total interest expense 3,711 4,004 7,792 7,560
-------------------------------------------
Net interest and dividend income 5,062 5,123 10,163 10,406
Provision for loan losses 225 255 450 500
-------------------------------------------
Net interest and dividend income after provision
for loan losses 4,837 4,868 9,713 9,906
-------------------------------------------
Noninterest income:
Service charges on deposit accounts and fees 311 245 600 480
Securities gains, net 63 156 95 276
Other 411 259 683 462
-------------------------------------------
Total noninterest income 785 660 1,378 1,218
-------------------------------------------
Noninterest expense:
Salaries and employee benefits 2,239 2,186 4,378 4,371
Office occupancy and equipment 714 641 1,445 1,321
Amortization of deposit assumption premium 175 102 350 205
Other 1,145 1,152 2,129 2,238
-------------------------------------------
Total noninterest expense 4,273 4,081 8,302 8,135
-------------------------------------------
Income before income tax expense 1,349 1,447 2,789 2,989
Income tax expense 413 435 851 973
-------------------------------------------
Net income $ 936 $1,012 $ 1,938 $ 2,016
===========================================
Comprehensive net income $ 904 $ 966 $ 2,014 $ 1,743
===========================================
Per share data:
Earnings per common share $ 0.62 $ 0.64 $ 1.27 $ 1.26
Cash dividends declared $ 0.17 $ 0.15 $ 0.34 $ 0.30
Weighted average number of common shares 1,520,525 1,598,618 1,530,893 1,603,181
The accompanying notes are an integral part of these condensed consolidated financial statements.
NORTHWAY FINANCIAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
Jun. 30, Dec. 31,
(Dollars in thousands, except per share data) 2001 2000
------------------------------------------------------------------------------
(Unaudited)
Assets
Cash and due from banks and interest bearing deposits 14,822 $ 15,401
Federal funds sold 11,930 -
Investment securities available-for-sale 46,417 55,712
Investment securities held-to-maturity - 2,752
Loans held-for-sale 2,650 229
Loans, net before allowance for loan losses 393,121 393,258
Allowance for loan losses (4,486) (4,354)
-----------------------
Loans, net 388,635 388,904
-----------------------
Other real estate owned 55 25
Accrued interest receivable 2,443 2,842
Deferred income tax asset, net 1,851 1,901
Premises and equipment, net 11,284 11,000
Deposit assumption premium 4,748 5,098
Other assets 1,966 1,280
-----------------------
Total assets $486,801 $485,144
=======================
Liabilities and stockholders' equity
Liabilities:
Interest bearing deposits $325,992 $335,027
Noninterest bearing deposits 56,537 56,745
Securities sold under agreements to repurchase 10,328 9,390
Short-term Federal Home Loan Bank advances 4,528 2,950
Long-term Federal Home Loan Bank advances 45,000 35,528
Other liabilities 2,413 3,942
-----------------------
Total liabilities 444,798 443,582
-----------------------
Stockholders' equity:
Preferred stock, $1 par value; 1,000,000
shares authorized; none issued - -
Common stock, $1 par value; 9,000,000
shares authorized; 1,731,969 shares
issued June 30, 2001 and December 31, 2000;
and 1,515,740 outstanding June 30, 2001
and 1,559,369 outstanding December 31, 2000 1,732 1,732
Additional paid-in-capital 2,101 2,101
Retained earnings 44,527 43,110
Treasury stock, at cost (216,229 and 172,600
shares, respectively) (5,760) (4,708)
Accumulated other comprehensive income (loss),
net of tax ( 597) ( 673)
-----------------------
Total stockholders' equity 42,003 41,562
-----------------------
Total liabilities and stockholders' equity $486,801 $485,144
=======================
The accompanying notes are an integral part of these condensed consolidated
financial statements.
NORTHWAY FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
Ended June 30,
(Dollars in thousands) 2001 2000
--------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 1,938 $ 2,016
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 450 500
Depreciation and amortization 869 697
Deferred income taxes - (149)
Write down of real estate acquired by foreclosure 3 -
Gains on sales of investment securities
available-for-sale, net (95) (276)
Amortization of premiums & accretion of discounts
on securities, net 11 25
Increase (decrease) in unearned income, net 1 (130)
(Gains) losses on sales of real estate acquired
by foreclosure ( 9) 16
Net increase in loans held for sale (1,699) (211)
Net change in other assets and other liabilities (1,626) (81)
------------------
Net cash (used) provided by operating activities (157) 2,407
-------- ---------
Cash flows from investing activities:
Proceeds from sales of investment securities
available-for-sale 4,118 1,351
Proceeds from maturities of investment securities
held-to-maturity - 1,363
Proceeds from maturities of investment securities
available-for-sale 28,880 2,569
Purchase of investment securities available-for-sale (20,965) (2,709)
Purchase of investment securities held-to-maturity - (855)
Net increase in loans (1,205) (24,563)
Proceeds from sales of real estate acquired
by foreclosure 15 75
Proceeds from sales of and payments received on
other personal property 296 250
Additions to premises and equipment (803) (291)
-------- ---------
Net cash provided (used) by investing activities 10,336 (22,810)
------- ---------
Cash flows from financing activities:
Net increase (decrease) in deposits (9,243) 9,385
Advances from Federal Home Loan Bank 14,000 19,000
Repayment of Federal Home Loan Bank advances - (23,000)
Net (decrease) increase in short-term Federal
Home Loan Bank advances (2,950) 16,800
Net increase in securities sold under agreements
to repurchase 938 986
Purchases of treasury stock (1,052) (608)
Cash dividends paid (521) (482)
-------- ---------
Net cash provided by financing activities 1,172 22,081
------------------
Net increase in cash and cash equivalents 11,351 1,678
Cash and cash equivalents at beginning of period 15,401 16,087
------------------
Cash and cash equivalents at end of period $26,752 $17,765
==================
Continued....
The accompanying notes are an integral part of these condensed consolidated
financial statements.
NORTHWAY FINANCIAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months
Ended June 30,
(Dollars in thousands) 2001 2000
--------------------------------------------------------------------------------
Cash paid during the period for:
Interest $9,081 $7,528
====== ======
Income taxes $ 983 $ 756
======= ======
Supplemental disclosures of non-cash activities:
Loans transferred to real estate owned $ 33 $ --
======= ======
Loans transferred to other personal property $ 270 $ 315
======= ======
Loans transferred to held-for-sale $ 722 $ --
====== ======
Available-for-sale securities transferred to
other assets $ 225 $ --
====== ======
Carrying amount of held-to-maturity securities
transferred to available-for-sale $2,738 $ --
====== ======
Long-term Federal Home Loan Bank advances
transferred to short-term Federal Home Loan
Bank advances $4,528 $ --
====== ======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
NORTHWAY FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
1. Basis of Presentation.
The unaudited condensed consolidated financial statements of Northway Financial,
Inc. and its two wholly owned bank subsidiaries (collectively "the Company")
included herein have been prepared by the Company in accordance with the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with such rules and regulations. The Company, however,
believes that the disclosures are adequate to make the information presented not
misleading. The amounts shown reflect, in the opinion of management, all
adjustments necessary for a fair presentation of the financial statements for
the periods reported.
The results of operations for the three and six month periods ended June 30,
2001 and 2000 are not necessarily indicative of the results of operations to be
expected for the full year or any other interim periods.
The year-end condensed consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles in the United States of America.
2. Impact of New Accounting Standard.
In June 1998, the FASB issued Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for fiscal years beginning after
June 15, 2000. This Statement establishes accounting and reporting standards for
derivative instruments and hedging activities, including certain derivative
instruments embedded in other contracts, and requires that an entity recognize
all derivatives as assets or liabilities in the balance sheet and measure them
at fair value. If certain conditions are met, an entity may elect to designate a
derivative as follows: (1) a hedge of the exposure to changes in the fair value
of a recognized asset or liability or an unrecognized firm commitment, (2) a
hedge of the exposure to variable cash flows of a forecasted transaction, or (3)
a hedge of the foreign currency exposure of an unrecognized firm commitment, an
available-for-sale security, a foreign currency denominated forecasted
transaction, or a net investment in a foreign operation. The Statement generally
provides for matching the timing of the recognition of the gain or loss on
derivatives designated as hedging instruments with the recognition of the
changes in the fair value of the item being hedged. Depending on the type of
hedge, such recognition will be either net income or other comprehensive income.
For a derivative not designated as a hedging instrument, changes in fair value
will be recognized in net income in the period of change. Management adopted
this pronouncement on January 1, 2001. Statement No. 133 allows for a one-time
change in the classification of securities in the investment portfolio. In
conjunction with the adoption of Statement No. 133, the Company transferred all
securities held-to-maturity to the available-for-sale category at their market
value of $2,731,000 as of January 1, 2001. In connection with the transfer, the
Company recorded in comprehensive income an unrealized holding loss of
approximately $13,000, net of tax effect. Under Statement No. 133, this transfer
will not call into question the Company's intent to hold other debt securities
to maturity in the future. The adoption of this Statement has had no other
material impact on the consolidated financial statements.
The FASB has issued Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. This Statement replaces
Statement No. 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, and rescinds Statement No. 127, Deferral of
the Effective Date of Certain Provisions of FASB Statement No. 125. Statement
No. 140 provides accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities. This Statement provides
consistent standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001; however, the disclosure provisions
are effective for fiscal years ending after December 15, 2000. The adoption of
this Statement has had no material impact on the consolidated financial
statements.
The FASB has issued Statement No. 141, Business Combinations. This Statement
improves the consistency of the accounting and reporting of business
combinations by requiring that all business combinations be accounted for under
a single method - the purchase method. Use of the pooling-of-interests method is
no longer permitted. Statement No. 141 requires that the purchase method be used
for business combinations initiated after June 30, 2001. Management is currently
evaluating the impact of adopting this Statement on the consolidated financial
statements, but to date has not determined the impact.
The FASB has issued Statement No. 142, Goodwill and Other Intangible Assets.
Statement 142 requires that goodwill no longer be amortized to earnings, but
instead be reviewed for impairment. The amortization of goodwill ceases upon
adoption of the statement, which for most companies, will be January 1, 2002.
Management is currently evaluating the impact of adopting this Statement on the
consolidated financial statements, but to date has not determined the impact.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operation Introduction
-------------------------
The following discussion and analysis and related consolidated financial
statements include Northway Financial, Inc. and its wholly-owned subsidiaries,
The Berlin City Bank and Pemigewasset National Bank (collectively, the
"Company").
Certain statements in this Form 10-Q are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may include, but are not limited to, projections of
revenue, income or loss, plans for future operations and acquisitions, and plans
related to products or services of the Company and its subsidiaries. Such
forward-looking statements are subject to known and unknown risks, uncertainties
and contingencies, many of which are beyond the control of the Company. To the
extent any such risks, uncertainties and contingencies are realized, the
Company's actual results, performance or achievements could differ materially
from anticipated results, performance or achievements. Factors that might affect
such forward-looking statements include, among other things, overall economic
and business conditions, interest rate fluctuations, the demand for the
Company's products and services, competitive factors in the industries in which
the Company competes, changes in government regulations, and the timing, impact
and other uncertainties of future acquisitions.
In addition to the factors described above, the following are some additional
factors that could cause our financial performance to differ from any
forward-looking statement contained herein; a) the change in interest rates over
the past year and expected changes in interest rates during the remainder of the
year 2001; b) a change in product mix attributable to changing interest rates,
customer preferences or competition; c) a significant portion of the Company's
loan customers are in the hospitality business and therefore could be affected
by weather conditions and/or high gasoline prices; and d) the effectiveness of
advertising, marketing and promotional programs.
The words "believe," "expect," "anticipate," "intend," "estimate," "project,"
and other 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 or unknown risks, uncertainties or other factors, which 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. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
Although the Company has attempted to list comprehensively the factors which
might affect forward-looking statements, the Company wishes to caution investors
that other factors may in the future prove to be important in affecting the
Company's results of operations. New factors emerge from time to time and it is
not possible for management to anticipate all of such factors, nor can it assess
the impact of each such factor, or combination of factors, which may cause
actual results to differ materially from forward-looking statements.
Financial Condition
-------------------
The Company's total assets at June 30, 2001 were $486.8 million compared to
$485.1 million at December 31, 2000, a $1.7 million increase. Net loans,
including loans held for sale, increased $2.2 million to $391.3 million and
investment securities decreased $12.0 million to $46.4 million. Cash and cash
equivalents increased $11.4 million to $26.8 million as a result of the increase
in federal funds sold balances. Total deposits decreased $9.2 million, while
Federal Home Loan Bank advances increased $11.1 million and repurchase
agreements increased $0.9 million. Total stockholders' equity increased $0.4
million from $41.6 million at December 31, 2000 to $42.0 million at June 30,
2001. The increase in stockholders' equity was a result of net income of $1.9
million partially offset by dividends of $0.5 million and treasury stock
purchases totaling $1.1 million.
The Company maintains an allowance for loan losses to absorb future chargeoffs
of loans in the existing portfolio. The allowance is increased when a loan loss
provision is recorded in the income statement. When a loan, or portion thereof,
is considered uncollectible, it is charged against this allowance. Recoveries of
amounts previously charged off are added to the allowance when collected. At
June 30, 2001 the allowance for loan losses was $4.5 million, or 1.13% of total
loans, as compared to $4.4 million, or 1.11% of total loans at December 31,
2000. The adequacy of the allowance for loan losses was based on an evaluation
by each bank's management and Board of Directors of current and anticipated
economic conditions, changes in the diversification, size and risk within the
loan portfolio, and other factors. An analysis of the allowance for loan losses
for the three and six month periods ended June 30, 2001 and 2000 is as follows:
Three Months Six Months
Ended June 30, Ended June 30,
(Dollars in thousands) 2001 2000 2001 2000
---------------------------------------------------------------------------
Balance at beginning of period $4,460 $4,115 $4,354 $4,887
------------------------------------------
Charge-offs (218) (173) (379) (1,360)
Recoveries 19 23 61 193
------------------------------------------
Net charge-offs (199) (150) (318) (1,167)
Provision for loan losses 225 255 450 500
------------------------------------------
Balance at end of period $4,486 $4,220 $4,486 $4,220
------------------------------------------
Nonperforming loans totaled $1.1 million as of June 30, 2001, compared to $1.0
million at December 31, 2000. The ratio of nonperforming loans to total loans
was 0.28% as of June 30, 2001 compared to 0.24% at December 31, 2000 and the
ratio of nonperforming assets to total assets was 0.25% as of June 30, 2001
compared to 0.22% at December 31, 2000.
Results of Operations
---------------------
The Company reported net income of $0.9 million, or $0.62 per share, for the
three months ended June 30, 2001, versus $1.0 million, or $0.64 per share, for
the three months ended June 30, 2000. The decrease in net income is primarily a
result of an increase in noninterest expense. Net income for the six months
ended June 30, 2001 was $1.9 million, or $1.27 per share, as compared to $2.0
million, or $1.26 per share, for the six months ended June 30, 2000, such
increase per share resulting from the Company's ongoing stock repurchase
program.
Net interest and dividend income for the second quarter of $5.1 million matched
the $5.1 million of the second quarter of the prior year. For the six months
ended June 30, 2001 net interest and dividend income decreased $0.2 million to
$10.2 million as compared to $10.4 million for the same period of the prior year
due to rapid declines in the prime rate.
Due to the low level of problem loans, the provision for loan losses decreased
$30 thousand to $225 thousand for the three months ended June 30, 2001 compared
to $255 thousand for the same quarter a year ago and decreased $50 thousand to
$450 thousand for the six months ended June 30, 2001 compared to $500 thousand
for the same period a year ago.
Noninterest income increased $125 thousand to $785 thousand in the second
quarter of 2001 versus $660 thousand in the second quarter of 2000. For the six
months ended June 30, 2001 noninterest income increased $160 thousand to $1.4
million as compared to $1.2 million for the same period of the prior year. In
each case, the increase was primarily due to increased deposit service charges
and other income which offset a decrease in securities gains.
Noninterest expense increased $0.2 million to $4.3 million for the quarter ended
June 30, 2001 compared to the $4.1 million recorded during the same period last
year. For the six months ended June 30, 2001 noninterest expense totaled $8.3
million, an increase of $0.2 million over the $8.1 million recorded for the same
period of the prior year. The increase was principally attributable to the
acquisition of an additional branch since the second quarter of the prior year.
Income Tax Expense
------------------
The Company recognized income tax expense of $851 thousand and $973 thousand for
the six months ended June 30, 2001 and 2000, respectively. The effective tax
rate was 30.5% and 32.6% for those respective periods. The decrease in the
effective tax rate is due to the fact that the Company has obtained a number of
State of New Hampshire tax credits related to economic development grants and is
carrying a higher proportion of tax exempt investments.
Liquidity
---------
Liquidity risk management refers to the Company's ability to raise funds in
order to meet their existing and anticipated financial obligations. These
obligations are the withdrawal of deposits on demand or at their contractual
maturity, the repayment of borrowings as they mature, the ability to fund new
and existing loan commitments and the ability to take advantage of new business
opportunities. Liquidity may be provided through amortization, maturity or sale
of assets such as loans and securities available-for-sale, liability sources
such as increased deposits, utilization of the FHLB credit facility, purchased
or other borrowed funds, and access to the capital markets. Liquidity targets
are subject to change based on economic and market conditions and are controlled
and monitored by the Company's Asset/Liability Committee.
At the subsidiary bank level, liquidity is managed by measuring the net amount
of marketable assets after deducting pledged assets, plus lines of credit,
primarily with the FHLB, which are available to fund liquidity requirements.
Management then measures the adequacy of that aggregate amount relative to the
aggregate amount of liabilities deemed to be sensitive or volatile liabilities.
These include core deposits in excess of $100,000, term deposits with short
maturities, and credit commitments outstanding.
Additionally, the parent holding company requires cash for various operating
needs including dividends to shareholders, the stock repurchase program, capital
injections to the subsidiary banks, and the payment of general corporate
expenses. The primary source of liquidity for the parent holding company is
dividends from the subsidiary banks.
The Company's current level of liquidity and funds availability from outside
sources are sufficient to meet the Company's needs. The Company, however, has
been successful in its efforts to increase its lending capabilities and may need
to identify additional sources of liquidity as the loan portfolio builds.
Capital
-------
The Company's Tier 1 and Total Risk Based Capital ratios were 9.99% and 11.20%,
respectively, at June 30, 2001. The Company's leverage ratio at June 30, 2001
was 7.86%.
As of June 30, 2001, the capital ratios of the Company and all its subsidiary
banks exceeded the minimum capital ratio requirements of the "well capitalized"
category under the Federal Deposit Insurance Corporation Improvement Act of 1991
(FDICIA).
Branch Acquisition
------------------
On June 11, 2001, the Berlin City Bank (BCB) signed a purchase and sale
agreement with the Bank of New Hampshire (BNH) which will result in the
acquisition of the BNH branch in Littleton, New Hampshire. Deposit levels at
that branch totaled approximately $32.7 million as of April 11, 2001. In
addition, BCB will purchase certain loans associated with the branch totaling
approximately $2.2 million. The purchase is scheduled to close on October 26,
2001.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Since December 31, 2000, there have been no material changes in the Company's
quantitative and qualitative disclosures about market risk. A more full
description of the quantitative and qualitative disclosures about market risk
was provided by the Company on pages 8 through 18 of the Company's 2000 Annual
Report to Stockholders filed as Exhibit 13 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on May 15, 2001. At the
Annual Meeting, the stockholders elected Fletcher W. Adams, Arnold P. Hanson,
Jr., John H. Noyes and William J. Woodward to three year terms as directors
expiring at the 2004 annual meeting. The final vote for each of these elected
directors is as follows:
For Withheld
--- --------
Fletcher W. Adams 1,177,706 14,229
Arnold P. Hanson, Jr. 1,177,290 14,645
John H. Noyes 1,177,706 14,229
William J. Woodward 1,176,938 14,997
Directors continuing in office are Peter H. Bornstein, Stephen G. Boucher,
Charles H. Clifford, Jr., Barry J. Kelley, Bruce W. Keogh, Randall G. Labnon and
John D. Morris.
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) The Company did not file any Reports on Form 8-K during the quarter
ended June 30, 2001.
SIGNATURES
Pursuant to 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.
NORTHWAY FINANCIAL, INC.
August 13, 2001 BY: \S\ William J. Woodward
---------------------------------
William J. Woodward
President & CEO
(Principal Executive Officer)
August 13, 2001 BY: \S\ George L. Fredette
---------------------------------------
George L. Fredette
Senior Vice President & CFO
(Principal Financial and Accounting
Officer)