FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------ -------------
Commission File No. 0-20380
-------
FIRST FEDERAL BANCORP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1341110
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
505 Market Street
Zanesville, Ohio 43701
--------------------- ---------
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (740) 453-0606
As of April 30, 2000, the latest practicable date, 3,185,271 shares of
the registrant's common stock, no par value, were issued and
outstanding.
Page 1 of 12 Pages
FIRST FEDERAL BANCORP, INC.
INDEX
-----
PART I FINANCIAL INFORMATION PAGE
----
Consolidated Statements of Financial Condition 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION 11
SIGNATURES 12
PART I
------
FINANCIAL INFORMATION
---------------------
First Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
At March 31 At Sept. 30
2000 1999
----------- -----------
ASSETS
Cash and amounts due from depository institutions $ 4,927,035 $ 5,355,233
Overnight deposits 0 25,000
----------------------------
Cash and cash equivalents $ 4,927,035 $ 5,380,233
Interest-bearing deposits in other financial institutions 2,090,461 2,497,030
Investment securities held to maturity
(Fair value - $10,609,000 in 3/00 and
$9,693,000 in 9/99) 10,136,899 9,705,812
Mortgage-backed securities held to maturity (Fair
value - $821,000 in 03/00 and $980,000 in 9/99) 830,485 969,044
Loans receivable, net 198,454,164 178,949,202
Federal Home Loan Bank stock 3,924,000 3,790,100
Premises and equipment, net 6,764,569 6,978,793
Accrued interest receivable and other assets 2,008,933 1,589,594
----------------------------
Total Assets $229,136,546 $209,859,808
============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $155,226,259 $145,120,096
Borrowed funds 54,251,909 45,568,460
Advances from borrowers for taxes and insurance 344,816 411,326
Accrued expenses and other liabilities 1,369,585 1,107,658
----------------------------
Total Liabilities $211,192,569 $192,207,540
----------------------------
Stockholders' Equity
Preferred stock: $100 par value; 1,000,000 shares
authorized; no shares issued and outstanding
Common stock: no par value; 9,000,000 shares
authorized; 3,303,400 shares issued; 3,168,121
shares outstanding in 03/00 and 3,196,171 in 9/99 $ 3,736,076 $ 3,736,076
Retained earnings 14,767,982 14,268,057
Treasury shares, 135,279 shares in 03/00 and
107,229 in 9/99, at cost (560,081) (351,865)
----------------------------
Total Stockholders' Equity $ 17,943,977 $ 17,652,268
----------------------------
Total Liabilities
and Stockholders' Equity $229,136,546 $209,859,808
============================
See Notes to the Consolidated Financial Statements.
First Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Six Months Ended
March 31 March 31
------------------------ ------------------------
2000 1999 2000 1999
---- ---- ---- ----
INTEREST INCOME
Interest and fees on loans $3,902,467 $3,418,922 $7,530,718 $6,932,575
Interest on mortgage-backed securities 15,388 20,622 31,515 43,425
Interest on investment securities 133,328 361,902 242,120 518,545
Interest on other interest earning investments 24,070 177,746 56,652 383,547
----------------------------------------------------
Total Interest Income 4,075,253 3,979,192 7,861,005 7,878,092
----------------------------------------------------
INTEREST EXPENSE
Interest on deposits 1,467,363 1,534,375 2,839,974 3,111,783
Interest on borrowed funds 877,00 1728,342 1,650,962 1,481,608
----------------------------------------------------
Total Interest Expense 2,344,364 2,262,717 4,490,936 4,593,391
----------------------------------------------------
Net Interest Income 1,730,889 1,716,475 3,370,069 3,284,701
Provision for Loan Losses 13,798 24,623 45,088 (46,886)
----------------------------------------------------
Net Interest Income After Provision
for Loan Losses 1,717,091 1,691,852 3,324,981 3,331,587
----------------------------------------------------
NONINTEREST INCOME
Service charges on deposit accounts 86,383 77,808 187,650 157,384
Gain on sale of loans 2,105 16,200 3,361 43,122
Dividends on FHLB stock 67,127 62,073 133,999 124,426
Other operating income 154,238 145,126 325,931 282,153
----------------------------------------------------
Total Noninterest Income 309,853 301,207 650,941 607,085
----------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits 568,113 635,740 1,201,028 1,207,236
Occupancy and equipment expense 232,773 223,396 473,360 449,799
Deposit insurance expense 20,870 36,047 55,896 71,819
Data processing expense 145,778 140,326 264,048 270,514
Advertising 59,358 54,743 139,785 106,999
Ohio franchise taxes 55,800 53,364 108,565 107,698
Other operating expenses 245,576 256,859 547,639 547,732
----------------------------------------------------
Total Noninterest Expenses 1,328,268 1,400,475 2,790,321 2,761,797
----------------------------------------------------
Income Before Income Taxes 698,676 592,584 1,185,601 1,176,875
Provision for Income Taxes 248,683 187,210 431,105 390,539
----------------------------------------------------
Net Income $ 449,993 $ 405,374 $ 754,496 $ 786,336
====================================================
EARNINGS PER SHARE
Basic $ .14 $ .13 $ .23 $ .25
----------------------------------------------------
Diluted $ .13 $ .12 $ .22 $ .23
----------------------------------------------------
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
Basic 3,181,403 3,188,171 3,188,828 3,169,140
----------------------------------------------------
Diluted 3,362,580 3,459,300 3,369,580 3,458,643
----------------------------------------------------
DIVIDENDS DECLARED PER SHARE $ .040 $ .040 $ .080 $ .075
----------------------------------------------------
See Notes to the Consolidated Financial Statements.
First Federal Bancorp, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
March 31
--------------------------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 754,496 $ 786,336
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 45,088 (46,886)
Depreciation 298,493 288,458
Federal Home Loan Bank stock dividends (133,900) (124,300)
Amortization of net premiums (discounts)
on investment securities (57,590) (164,495)
Mortgage loans originated for sale (276,700) (4,781,809)
Proceeds from sale of mortgage loans 280,061 4,685,559
Change in other assets and other
liabilities (157,412) (128,433)
--------------------------
Net Cash Provided by Operating
Activities 752,536 514,430
--------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of investment securities 10,427,266 12,101,475
Purchases of investment securities/FHLB stock (10,394,193) (16,154,635)
Loans originated, net of principal repayments (19,660,736) 3,161,010
Principal collected on mortgage-backed securities 138,558 117,955
Sale of real estate owned / repossessed assets 107,325 106,500
Purchases of premises and equipment (84,269) (77,859)
--------------------------
Net Cash Used for Investing
Activities (19,466,049) (745,554)
--------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposit accounts 10,106,163 1,161,669
Net change in advance payments by borrowers for
taxes and insurance (66,510) 92,893
Net change in borrowed funds with original
maturities of less than three months 9,683,449 (1,006,171)
Repayment of long-term FHLB advances (1,000,000) 0
Cash dividends paid (254,571) (253,548)
Proceeds from exercise of options 0 64,324
Purchase of treasury shares (208,216) 0
--------------------------
Net Cash Provided by Financing Activities 18,260,315 59,167
--------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (453,198) (171,957)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,380,233 18,332,155
--------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,927,035 $18,160,198
==========================
See Notes to the Consolidated Financial Statements.
FIRST FEDERAL BANCORP, INC.
Notes to Consolidated Financial Statements
1. Basis of Presentation
---------------------
The accompanying unaudited Consolidated Financial Statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-QSB. The Form
10-QSB does not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements.
Only material changes in financial condition and results of operations are
discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations.
In the opinion of management, the condensed Consolidated Financial
Statements contain all adjustments necessary to present fairly the financial
condition of First Federal Bancorp, Inc. ("Bancorp"), as of March 31, 2000,
and September 30, 1999, and the results of its operations for the three and
six months ended March 31, 2000, and 1999, and its cash flow for the six
months ended March 31, 2000 and 1999. The results of operations for the
interim periods reported herein are not necessarily indicative of results of
operations to be expected for the entire year.
2. Commitments
-----------
Outstanding commitments to originate mortgage loans and to sell mortgage
loans were $475,800 and $0 respectively, at March 31, 2000, and $3,327,100
and $0 respectively at September 30, 1999.
3. Earnings and Dividends Per Common Share
---------------------------------------
Basic earnings per share is based on net income divided by the weighted
average number of shares outstanding during the period. Diluted earnings
per share shows the dilutive effect of additional common shares issuable
under stock options.
4. Allowance for Losses on Loans
-----------------------------
Because some loans may not be repaid in full, an allowance for loan losses
is recorded. Increases to the allowance are recorded by a provision for
loan losses charged to expense. Estimating the risk of loss and the amount
of loss on any loan is necessarily subjective. Accordingly, the allowance
is maintained by management at a level considered adequate to cover probable
losses that are currently anticipated based on past loss experience, general
economic conditions, information about specific borrower situations,
including their financial position and collateral values, and other factors
and estimates which are subject to change over time. While management may
periodically allocate portions of the allowance for specific problem loan
situations, the whole allowance is available for any loan charge-offs that
occur. A loan is charged-off by management as a loss when deemed
uncollectible, although collection efforts continue and future recoveries
may occur.
Loans are considered impaired if full principal or interest payments are not
anticipated. Impaired loans are carried at the present value of expected
cash flows discounted at the loan's effective interest rate or at the fair
value of the collateral if the loan is collateral dependent. A portion of
the allowance for loan losses is allocated to impaired loans.
Smaller-balance, homogeneous loans are evaluated for impairment in total.
Such loans include residential first mortgage loans secured by one- to four-
family residences, residential construction loans, and automobile, home
equity and second mortgage loans. Mortgage loans secured by other
properties are evaluated individually for impairment. When analysis of
borrower operating results and financial condition indicates that underlying
cash flows of the borrower's business are not adequate to meet its debt
service requirements, the loan is evaluated for impairment. Loans are
generally moved to nonaccrual status when 90 days or more past due. These
loans are often also considered impaired. Impaired loans, or portions
thereof, are charged-off when deemed uncollectible. The nature of
disclosures for impaired loans is considered generally comparable to prior
nonaccrual and renegotiated loans and nonperforming and past-due asset
disclosures. The Savings Bank had no loans meeting the definition of
impaired during the quarter ended March 31, 2000, and the year ended
September 30, 1999.
5. Interest Income on Loans
------------------------
Interest on loans is accrued over the term of the loans based upon the
principal outstanding. Management reviews loans delinquent 90 days or more
to determine if the interest accrual should be discontinued. The carrying
value of impaired loans reflects cash payments, revised estimates of future
cash flows, and increases in the present value of expected cash flows due to
the passage of time. Cash payments representing interest income are
reported as such and other cash payments are reported as reductions in
carrying value. Increases or decreases in carrying value due to changes in
estimates of future payments or the passage of time are reported as
reductions or increases in bad debt expense.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
- -------
First Federal Bancorp, Inc. ("Bancorp"), is a savings and loan holding
company that wholly owns First Federal Savings Bank of Eastern Ohio (the
"Savings Bank"). The Savings Bank is engaged in the savings and loan
business primarily in Central and Eastern Ohio. The Savings Bank is a
member of the Federal Home Loan Bank ("FHLB") of Cincinnati, and the deposit
accounts in the Savings Bank are insured up to the applicable limits by the
Federal Deposit Insurance Corporation in the Savings Association Insurance
Fund ("SAIF").
Note Regarding Forward-Looking Statements
- -----------------------------------------
In addition to historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Economic circumstances, First Federal's operations and First
Federal's actual results could differ significantly from those discussed in
the forward-looking statements. Some of the factors that could cause or
contribute to such differences are discussed herein but also include changes
in the economy and interest rates in the nation and First Federal's market
area generally. See Exhibit 99.2 hereto, which is incorporated herein by
reference.
Some of the forward-looking statements included herein are the statements
regarding the following:
1. Management's determination of the amount of loan loss allowance;
2. Management's belief that deposits will increase slightly during fiscal
year 2000;
3. Management's anticipation that loan demand will remain stable but that
the mortgage loan portfolio will increase as higher interest rates
make adjustable mortgages, which are held in portfolio, more
attractive;
4. Management's anticipation that advances from the FHLB will increase to
fund loan originations; and
5. Management's anticipation that adjustable-rate loans will reprice
higher in fiscal year 2000 if interest rates remain relatively stable.
Changes in Financial Condition from September 30, 1999 to March 31, 2000
- ------------------------------------------------------------------------
Total consolidated assets of Bancorp increased by $19.3 million, or 9.19%,
from $209.9 million at September 30, 1999, to $229.1 million at March 31,
2000. The increase is due primarily to an increase of $19.5 million in
loans receivable offset by a decrease of $.4 million in cash and cash
equivalents and a decrease of $.2 million in premises and equipment.
Total liquidity (consisting of cash and amounts due from depository
institutions, interest-bearing deposits in other banks, and investment
securities) was $17.2 million at March 31, 2000, which is a decrease of $.4
million from September 30, 1999. The regulatory liquidity of the Savings
Bank was 5.85% at March 31, 2000 and 6.49% at September 30, 1999, which was
in excess of the minimum regulatory requirement of 4%. Funds are available
through FHLB advances to meet the Savings Bank's liquidity requirement if
necessary.
The loans receivable balance increased $19.5 million for the six-month
period. As rates increased, consumer demand for adjustable-rate mortgages
has increased. The Savings Bank has retained these adjustable-rate
mortgages in its portfolio as they meet the requirement of its Strategic
Plan. Consumer loans increased $13.9 million, and mortgages increased $5.6
million from September 30, 1999. Management anticipates that loan demand
will remain stable but that the mortgage loan portfolio will increase as
higher interest rates make adjustable mortgages more attractive. No
assurance can be provided, however, that the loan portfolio will increase or
that loan demand will remain stable.
As of March 31, 2000, the Savings Bank had borrowed funds from the FHLB in
the amount of $54.3 million at a weighted average rate of 6.47%. FHLB
advances increased $8.7 million from $45.6 million at September 30, 1999.
The Savings Bank has obtained a line of credit at the discount window of the
Federal Reserve System for $11.0 million secured by consumer auto loans.
The balance on the line of credit was $0 as of March 31, 2000. Deposits
increased by $10.1 million, or 6.96%, from $145.1 million at September 30,
1999, to $155.2 million at March 31, 2000. The increase in savings was due
to an increase in certificates of deposit of $6.7 million and transaction
accounts of $3.4 million. The Savings Bank utilizes a subscription service
to attract funds throughout the United States. This program has generated
$8.5 million in deposits since September 30, 1999, at a weighted average
rate of 6.40%. Management believes that deposits will increase slightly
during fiscal year 2000 and that it will be necessary to fund the
anticipated steady loan demand with further advances from the FHLB, whose
rates are now in line with current market savings rates and their SAIF
premiums. No assurance can be provided, however, that deposits will
increase slightly and that the loan portfolio will increase or that loan
demand will remain stable. Deposit levels and loan demand are affected by
national, as well as local, interest rates, the attractiveness of
alternative investments and other national and local economic circumstances.
The Savings Bank is subject to regulatory capital requirements established
by the Office of Thrift Supervision ("OTS"). The Savings Bank's capital
ratios were as follows at March 31, 2000.
Amount Percent of
(In Thousands) Assets
-------------- ------
Actual Tangible Capital $16,029 7.00%
Required Tangible Capital 3,433 1.50%
---------------------
Excess Tangible Capital $12,596 5.50%
Actual Core Capital $16,029 7.00%
Required Core Capital(1) 9,155 4.00%
---------------------
Excess Core Capital $ 6,874 3.00%
Actual Risk Based Capital $17,373 11.69%
Required Risk Based Capital 11,893 8.00%
---------------------
Excess Risk Based Capital $ 5,480 3.69%
<FN>
- --------------------
<F1> Although the general required minimum core capital is 4.00%,
savings associations that meet certain requirements may be
permitted to maintain minimum core capital of 3.00%.
</FN>
Management is not aware of any proposed regulations or recommendations by
the OTS that, if implemented, would have a material effect upon the Savings
Bank's capital.
In August 1996, Congress passed legislation repealing the reserve method of
accounting used by many thrifts to calculate their bad debt reserve for
federal income tax purposes and requiring any bad debt reserves taken after
1987, using the percentage of taxable income method, be included in future
taxable income of the association over a six-year period. A two-year delay
is permitted for institutions meeting a residential mortgage loan
origination test. At September 30, 1999, First Federal had approximately
$1.6 million in bad debt reserves subject to recapture for federal income
tax purposes. The deferred tax liability related to the recapture was
established in prior years, so First Federal's net income will not be
negatively affected by this legislation.
Comparison of Operating Results for the Three- and Six-Month
- ------------------------------------------------------------
Periods Ended March 31, 2000, and 1999
--------------------------------------
Net interest income before provision for loan losses increased $14,000 for
the three-month comparative periods and increased $85,000 for the
comparative six-month periods. Total interest expense increased $82,000 for
the three-month period and decreased $102,000 for the six-month period ended
March 31, 2000, compared to the same periods in 1999. Total interest income
increased primarily due to an increase in the interest earned on loans
receivable offset by a reduction in interest earned on other interest
earning investments. The balance of other earning investments decreased
$406,000 to $2.1 million for the three-month comparative periods, and
increased $193,000 for the comparative six-month periods.
The majority of the loans in the Savings Bank's portfolio are adjustable-
rate mortgage loans whose interest rates fluctuate with market interest
rates. If interest rates remain relatively stable during fiscal year 2000,
the adjustable-rate mortgage loan portfolio will reprice at slightly higher
rates, as most loans originated during fiscal year 1999 were not initially
priced at the fully indexed interest rate. These loans will be repricing
upward at their first adjustment in fiscal year 2000 while the balance of
the adjustable-rate mortgage loan portfolio will not reprice substantially
lower during fiscal year 2000. No assurance can be provided, however, that
interest rates will remain stable. Interest rates are affected by general,
local and national economic conditions, the policies of various regulatory
authorities and other factors beyond the control of First Federal.
Nonperforming and Delinquent Loans and Allowance for Loan Losses
- ----------------------------------------------------------------
Total nonaccrual loans and accruing loans that are 90 days past due were
$268,000 at March 31, 2000, which represents .14% of total loans. This was
a decrease of $140,000 from March 31, 1999.
There were no loans that are not currently classified as nonaccrual, 90 days
past due or restructured but which may be so classified in the near future
because management has concerns as to the ability of the borrowers to comply
with repayment terms.
The Savings Bank maintains an allowance for losses on loans. The allowance
for losses on loans was $1,773,154 at March 31, 2000, compared to $1,798,000
at March 31, 1999. During the six-month periods ended March 31, 2000, and
March 31, 1999, the Savings Bank recorded recoveries of $15,377 and $0 and
charge-offs of $26,020 and $197,000 respectively. Charge-offs decreased
$171,000 due to the decline in delinquencies. A percentage of the
outstanding loan balances is added or deducted from the provision for loan
losses as the loan portfolio increases and decreases. During the six-month
period ended March 31, 2000, the loan portfolio increased $19.5 million,
which caused the provision for loan losses for the period to increase. The
provisions for loan losses during the six-month periods ended March 31,
2000, and 1999, were $45,000 and $(47,000) respectively.
Noninterest Income and Expense
- ------------------------------
The federal income tax provision increased $61,000 for the three-month
period and $41,000 for the six-month period ended March 31, 2000, compared
to the same period in 1999 due to an increase in pre-tax net income for the
period.
Total noninterest income increased $8,600 for the three-month period and
$44,000 for the six-month period ended March 31, 2000, compared to the same
period in 1999. Dividends on FHLB stock increased $5,000 for the three-
month period and $9,500 for the six-month period ended March 31, 2000 due to
an increase in FHLB stock held. Other income increased $9,100 for the
comparative three-month periods and $44,000 for the comparative six-month
periods. Fee income increased $8,500 for the comparative three-month
periods and $30,200 for the comparative six-month periods due to an increase
on fees collected on savings products, ATM, ACH and miscellaneous fees.
These increases are a result of implementing recommendations from the
independent study completed in the second quarter of fiscal 1999. These
increases were offset by a decrease in a gain on the sale of loans due to
keeping more of the loan production in portfolio.
Total noninterest expenses decreased $72,000 for the three-month period and
increased $28,000 for the six-month period ended March 31, 2000, compared to
the same period in 1999. Salaries and benefits decreased $68,000 for the
three-month period and $6,200 for the six-month period ended December 1999.
Occupancy expense increased $23,500 for the six-month period ended March 31,
2000; $10,000 of the increase was due to increased depreciation on furniture
and fixtures, and $13,500 of the increase was due to increased costs for ATM
upgrades and maintenance agreements on equipment. Advertising increased
$33,000 due to increased marketing and increased marketing costs.
Impact of Inflation and Changing Prices
- ---------------------------------------
The financial statements and related data presented herein have been
prepared in accordance with generally accepted accounting principles
("GAAP"), which require the measurement of financial position and results of
operations in terms of historical dollars without considering changes in
relative purchasing power of money over time because of inflation.
Unlike most industrial companies, virtually all of the assets and
liabilities of First Federal are monetary in nature. As a result, interest
rates have a more significant impact on First Federal's performance than the
effects of general levels of inflation. Interest rates do not necessarily
move in the same direction or in the same magnitude as the prices of goods
and services.
Effect of Accounting Changes
- ----------------------------
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 standardizes the
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts. Under the standard, entities are
required to carry all derivative instruments in the statement of financial
position at fair value. The accounting for changes in the fair value (i.e.
gains or losses) of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship and, if so, on
the reason for holding it. If certain conditions are met, entities may
elect to designate a derivative instrument as a hedge of exposures to
changes in fair value, cash flows, or foreign currencies. If the hedged
exposure is a fair value exposure, the gain or loss on the derivative
instrument is recognized in earnings in the period of change together with
the offsetting loss or gain on the hedged item attributable to the risk
being hedged. If the hedged exposure is a cash flow exposure, the effective
portion of the gain or loss on the derivative instrument is reported
initially as a component of other comprehensive income (outside earnings)
and subsequently reclassified into earnings when the forecasted transaction
affects earnings. Any amounts excluded from the assessment of hedge
effectiveness as well as the ineffective portion of the gain or loss are
reported in earnings immediately. Accounting for foreign currency hedges is
similar to accounting for fair value and cash flow hedges. If the
derivative instrument is not designated as a hedge, the gain or loss is
recognized in earnings in the period of change. SFAS No. 133, as amended,
is effective for fiscal years beginning after June 15, 2000. This Statement
will not have a material effect on the Company.
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
The annual meeting was held February 16, 2000. The following
Directors were elected to terms expiring in 2002.
For Withheld
--- --------
John C. Matesich, III 2,680,133 315,712
Don R. Parkhill 2,811,053 184,792
J. William Plummer 2,678,533 317,312
Those directors continuing their term were Ward D. Coffman, III;
Robert D. Goodrich, II; Patrick L. Hennessey and Connie Ayres
LaPlante.
One other matter was presented to the shareholders.
1. To ratify the selection of Olive LLP as the Auditors of
Bancorp for the current fiscal year:
For 2,964,945 Against 1,900 Abstentions 29,000
--------- ----- ------
ITEM 5. OTHER INFORMATION
-----------------
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 27 Financial Data Schedule
Exhibit 99.2 Safe Harbor Under the Private Securities
Litigation Reform Act of 1995
No reports on Form 8-K were filed during the quarter for which
this report is filed.
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.
Date: May 12, 2000 By: /s/ J. William Plummer
----------------------
J. William Plummer
President
Date: May 12, 2000 By: /s/ Connie Ayres LaPlante
-------------------------
Connie Ayres LaPlante
Chief Financial Officer