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, 2002 [ ] 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, 2002, the latest practicable date, 3,258,082 shares of the registrant's common stock, no par value, were issued and outstanding. 1 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 7 PART II OTHER INFORMATION 10 SIGNATURES 11 2 PART I ------ FINANCIAL INFORMATION --------------------- First Federal Bancorp, Inc. CONSOLIDATED BALANCE SHEETS At Mar. 31 At Sept. 30 2002 2001 ---------- ----------- (unaudited) <s> <c> <c> ASSETS Cash and amounts due from banks $ 3,432,255 $ 4,996,134 Interest-bearing demand deposits 1,500,000 1,500,000 ----------------------------- Cash and cash equivalents $ 4,932,255 $ 6,496,134 Interest-bearing deposits 598,000 996,000 Investment securities held to maturity (Fair value - $10,725,000 in 3/02 and $10,921,000 in 9/01) 10,664,734 10,774,966 Loans receivable, net of allowance of $1,729,899 and $1,605,000 198,245,083 203,403,831 Federal Home Loan Bank stock 4,483,900 4,374,100 Premises and equipment 6,624,655 6,369,719 Interest receivable and other assets 1,466,874 1,342,548 Other assets 1,308,602 1,011,679 ----------------------------- Total Assets $228,324,103 $234,768,977 ============================= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits $143,715,858 $146,250,668 Short-term FHLB advances 19,145,000 28,840,000 Long-term debt 42,948,655 37,956,039 Interest payable 397,976 522,966 Other liabilities 1,259,024 1,223,360 ----------------------------- Total Liabilities $207,466,513 $214,793,033 ----------------------------- COMMITMENTS AND CONTINGENCIES 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; 3,161,781 shares outstanding in 03/02 and 3,124,941 in 9/01 $ 3,743,514 3,743,514 Retained earnings 17,931,545 17,170,780 Treasury shares, 141,619 shares in 03/02 and 178,459 in 9/01, at cost (817,469) (938,350) ----------------------------- Total Stockholders' Equity $ 20,857,590 $ 19,975,944 ----------------------------- Total Liabilities and Stockholders' Equity $228,324,103 $234,768,977 ============================= See Notes to the Consolidated Financial Statements. 3 First Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF INCOME (unaudited) Three Months Ended Six Months Ended March 31 March 31 ------------------------ ------------------------ 2002 2001 2002 2001 ---- ---- ---- ---- <s> <c> <c> <c> <c> INTEREST INCOME Loans receivable $3,754,049 $4,473,528 $7,906,466 $8,900,587 Investment securities 171,769 275,473 348,875 549,427 Deposits with financial institutions 11,163 23,625 27,687 47,825 ---------------------------------------------------- Total Interest Income 3,936,981 4,772,626 8,283,028 9,497,839 ---------------------------------------------------- INTEREST EXPENSE Deposits 1,011,505 1,893,716 2,247,397 3,862,269 Borrowed money 710,755 790,629 1,462,135 1,703,557 ---------------------------------------------------- Total Interest Expense 1,722,260 2,684,345 3,709,532 5,565,826 ---------------------------------------------------- Net Interest Income 2,214,721 2,088,281 4,573,496 3,932,013 Provision for Loan Losses 156,736 54,819 205,034 9,513 ---------------------------------------------------- Net Interest Income After Provision for Loan Losses 2,057,985 2,033,462 4,368,462 3,922,500 ---------------------------------------------------- INCOME Service charges on deposit accounts 117,190 82,803 244,680 187,102 Net gains on loan sales 133,083 29,003 330,199 34,618 Other income 119,038 167,716 322,939 335,091 ---------------------------------------------------- Total other income 369,311 279,522 897,818 556,811 ---------------------------------------------------- EXPENSE Salaries and employee benefits 752,919 656,101 1,579,400 1,310,128 Occupancy and equipment expense 236,154 215,054 462,585 461,969 Data processing expense 204,784 161,698 475,596 307,686 Deposit insurance expense 22,035 22,550 43,959 44,167 Advertising 112,581 56,715 173,287 124,484 Ohio franchise taxes 61,499 55,717 116,877 106,878 Other operating expenses 349,030 273,346 668,236 552,711 ---------------------------------------------------- Total other expenses 1,739,002 1,441,181 3,519,940 2,908,023 ---------------------------------------------------- Income Before Income Taxes 688,294 871,803 1,746,340 1,571,288 Income tax expense 237,431 306,024 611,646 554,634 ---------------------------------------------------- Net Income $ 450,863 $ 565,779 $1,134,694 $1,016,654 ==================================================== EARNINGS PER SHARE Basic $ .14 $ .18 $ .36 $ .33 ---------------------------------------------------- Diluted $ .13 $ .17 $ .32 $ .31 ---------------------------------------------------- WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES Basic 3,161,549 3,116,606 3,147,454 3,114,946 ---------------------------------------------------- Diluted 3,351,398 3,288,601 3,522,486 3,289,654 ---------------------------------------------------- DIVIDENDS DECLARED PER SHARE $ .050 $ .045 $ .095 $ .085 ---------------------------------------------------- See Notes to the Consolidated Financial Statements. 4 First Federal Bancorp, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended March 31 -------------------------- OPERATING ACTIVITIES: 2002 2001 ---- ---- <s> <c> <c> Net Income $ 1,134,694 $ 1,016,654 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 205,034 9,513 Depreciation and amortization 348,963 297,644 Investment securities accretion, net 101,203 (74,464) FHLB stock dividend (109,800) (150,800) Net change in Mortgage loans held for sale 327,196 34,618 Other assets and other liabilities (507,137) (412,715) -------------------------- Net Cash Provided by Operating Activities 1,500,153 720,450 -------------------------- INVESTING ACTIVITIES: Net change in interest-bearing deposits 398,000 0 Purchase of securities held to maturity (2,485,909) (12,793,996) Proceeds from maturities of securities held to maturity 2,494,939 11,247,319 Net change in loans 4,311,655 4,114,787 Purchase of premises and equipment (603,900) (94,314) Proceeds from sales and payments received on real estate owned and repossessed assets 314,863 116,821 -------------------------- Net Cash Provided by Investing Activities 4,429,648 2,590,617 -------------------------- FINANCING ACTIVITIES: Net change in Deposits (2,534,810) 7,844,098 Advance payments by borrowers for taxes and insurance (3,439) 101,974 Short-term borrowings (9,695,000) (29,235,000) Proceeds of long-term debt 10,000,000 19,993,045 Repayment of long-term debt (5,007,384) 0 Cash dividends (300,352) (264,834) Proceeds from exercise of options 47,305 5,600 -------------------------- Net Cash Used by Financing Activities (7,493,680) (1,555,117) -------------------------- NET CHANGE IN CASH AND CASH EQUIVALENTS (1,563,879) 1,755,950 -------------------------- CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6,496,134 4,837,402 -------------------------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 4,932,255 $ 6,593,352 ========================== See Notes to the Consolidated Financial Statements. 5 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 accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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. The consolidated balance sheet as of September 30, 2001 has been derived from the audited consolidated balance sheet as of that date. In the opinion of management, the Consolidated Financial Statements contain all adjustments necessary to present fairly the financial condition of First Federal Bancorp, Inc. ("Bancorp"), as of March 31, 2002, and September 30, 2001, and the results of its operations for the three and six months ended March 31, 2002, and 2001, and its cash flow for the six months ended March, 2002 and 2001. 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 $5,848,000 and $366,600 respectively, at March 31, 2002, and $1,846,000 and $694,000 respectively at September 30, 2001. Outstanding commitments to construct the Newcomerstown Branch were $459,000 at March 31, 2002. 3. Earnings 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 may be 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, 2002, and the year ended September 30, 2001. 6 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, the Savings Bank's operations and the Savings Bank'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 the Savings Bank's market area generally. 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 remain stable during fiscal year 2002; 3. Management's anticipation that loan demand will remain stable, but that the mortgage loan portfolio will decrease as lower interest rates make adjustable mortgages, which are held in portfolio rather than being sold, less 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 lower in fiscal year 2002 if interest rates remain relatively stable or decrease. Changes in Financial Condition from September 30, 2001 to March 31, 2002 - ------------------------------------------------------------------------ Total consolidated assets of Bancorp decreased by $6.5 million, or 2.76%, from $234.8 million at September 30, 2001, to $228.3 million at March 31, 2002. The decrease is due primarily to a decrease of $5.2 million in loans receivable and a decrease of $1.6 million in cash and cash equivalents, offset by an increase of $255,000 in premises and equipment due to the site acquisition to relocate the branch in Newcomerstown, Ohio, to a more modern and visible location. Total liquidity (consisting of cash and amounts due from depository institutions, interest-bearing deposits in other banks, and investment securities) was $16.2 million at March 31, 2002, which is a decrease of $2.1 million from September 30, 2001. The OTS requires savings associations to maintain a sufficient level of investments in specified types of liquid assets intended to provide a source of relatively liquid funds upon which the Savings Bank may rely if necessary to fund deposit withdrawals and other short-term funding needs. The liquidity of the Savings Bank, defined as adjusted liquid assets divided by deposits minus jumbo certificates due in one year or less, was 6.48% at March 31, 2002 and 7.43% at September 30, 2001. Funds are available through FHLB advances to meet the Savings Bank's liquidity needs. The loans receivable balance decreased $5.2 million for the six-month period. The decrease in loans receivable was comprised of a decrease in residential real estate loans of $8.5 million, a $1.2 million decrease in consumer automobile loans, a $5.3 million increase in non-residential real estate loans and commercial loans and a $300,000 decrease in other consumer loans. The decrease in residential loans was due to the sale of fixed-rate loans in the secondary market as part of the Saving Bank's interest rate management and a focus on non-residential real estate and commercial loans. The decrease in consumer auto loans was due to a decreased volume in loans originated. As of March 31, 2002, the Savings Bank had long-and short-term borrowed funds from the FHLB in the amount of $42.3 million and $19.1 million, respectively, at a weighted average rate of 4.66%. Long term FHLB advances increased $5.0 million from $38.0 million, and short-term FHLB advances decreased $9.7 million from September 30, 2001. As of March 31, 2002, the Savings Bank had a borrowing limit of $73.3 million at the FHLB. The limit is collateralized by one - to - four and multi-family mortgage loans. The net decrease of $4.7 million was due to paying off advances with the funds generated by loan paydowns. Deposits decreased by $2.5 million, or 1.73%, from $146.3 million at September 30, 2001, to $143.7 million at March 31, 2002. The decrease in savings was due to a $7.7 million decrease in certificates offset by a $5.2 million increase in various checking products. Because customers' uncertainty continues in regards to future interest rates and the stock market, the Savings Bank has experienced increased growth in checking products. As the uncertainty of future interest rates and the stock market becomes more clear, it is unknown what impact that will have on the Bank's short-term deposits. Management believes that deposits will remain stable during fiscal year 2002 and that it will be necessary to fund the anticipated steady loan demand with further advances from the FHLB. No assurance can be provided, however, that deposits will remain stable and that the loan portfolio will decrease and loan demand will remain stable. Deposit levels and loan demand are affected by 7 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, 2002. Amount Percent of (In Thousands) Assets -------------- ---------- <s> <c> <c> Actual Tangible Capital $17,656 7.71% Required Tangible Capital 3,436 1.50% --------------------- Excess Tangible Capital $14,220 6.21% Actual Core Capital $17,656 7.71% Required Core Capital (1) 9,163 4.00% --------------------- Excess Core Capital $ 8,493 3.71% Actual Risk Based Capital $19,020 12.13% Required Risk Based Capital 12,540 8.00% --------------------- Excess Risk Based Capital $ 6,480 4.13% <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 may be permitted for institutions meeting a residential mortgage loan origination test. At September 30, 2001, the Savings Bank had approximately $1 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 the Savings Bank'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, 2002, and 2001 - ------------------------ Net Interest Income - ------------------- Net interest income before provision for loan losses increased $126,000 for the comparative three-month periods and increased $642,000 for the comparative six-month periods. Total interest income decreased $836,000 for the three-month period and $1.2 million for the six-month period ended March 31, 2002, compared to the same period in 2001, but was offset by a decrease of interest expense of $962,000 and $1.9 million for the same period. Total interest income decreased primarily due to a decrease in the interest rate on loans receivable and the reduction in loan portfolio balance. The balance of loans receivable decreased $4.6 million to $198.2 million at March 2002, compared to March 2001. Total interest expense decreased due to the reduction in interest rates paid on deposits and due to the decreased balance of savings deposits since March 31, 2001. The majority of the loans in the Savings Bank's portfolio are adjustable- rate mortgage loans whose interest rates fluctuate with market interest rates. With the recent lowering of rates, many loan customers have chosen fixed-rate loans over adjustable-rate loans. This has resulted in selling more loans in the secondary market versus keeping the loans in the Savings Bank's portfolio. If interest rates remain relatively stable or decrease during fiscal year 2002, the adjustable-rate mortgage loan portfolio will reprice at lower rates, due to the rapid decrease in interest rates, while rising interest rates could result in upward adjustments to the interest rates on those loans. No assurance can be provided with respect to which direction interest rates will move. Interest rates are affected by general, local and national economic conditions, the policies of various regulatory authorities and other factors beyond the control of the Savings Bank. Nonperforming and Delinquent Loans and Allowance for Loan Losses - ---------------------------------------------------------------- Total nonaccrual loans and accruing loans that are 90 days past due were $578,000 at March 31, 2002, which represents .29% of total loans. This was a decrease of $130,000 from March 31, 2001. 8 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 $1,729,899 at March 31, 2002, compared to $1,688,347 at March 31, 2001. During the six-month periods ended March 31, 2002, and March 31, 2001, the Savings Bank recorded recoveries of $25,069 and $18,063 and charge-offs of $105,181 and $167,175 respectively. The provisions for loan losses during the six-month periods ended March 31, 2002, and 2001, were $205,034 and $9,513 respectively. The increase in provision for loan losses above last year was due to the release of a $149,000 reserve associated with a loan that moved to another financial institution during the second quarter of 2001. Noninterest Income and Expense - ------------------------------ The federal income tax provision decreased $68,600 for the three-month period and increased $57,000 for the six-month period ended March 31, 2002, compared to the same period in 2001 due to a corresponding adjustment in pre-tax net income for the period. Total noninterest income increased $89,800 for the three-month period and increased $341,000 for the six-month period ended March 31, 2002, compared to the same period in 2001. There was an increase in a gain on the sale of loans of $104,000 for the three-month period and $296,000 for the six-month period ended March 31, 2002, due to an increase in the demand for fixed rate loans that were sold in the secondary market. Service charges increased $34,000 and $58,000 for the three- and six- month periods ended March 31, 2002. Total noninterest expenses increased $298,000 for the quarter ended March 31, 2002, and $612,000 for the six months ended March 31, 2002 compared to the same period in 2001. Salaries and benefits increased $97,000 and $269,000 as a result of increased entry-level pay ranges, normal pay increases and increased incentive pay in the three-and six-month period ended March 2002 compared to the three-and six-month period ended March 31, 2002. Data processing costs increased $43,000 and $168,000 for the three-and six-month period ended March 31, 2002 due to additional costs associated with changing our core processor in November 2001. Advertising expenses increased $56,000 for the three-month period and $49,000 for the six- month period due to the launch of an extensive marketing campaign to increase the number of customer accounts and to also respond to other market opportunities. Other operating expenses increased $77,000 and $116,000 for the three- and six- month periods ended March 31, 2002, due to increased operating costs, increased loan costs and increased write-off of equipment no longer utilized after the conversion. 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 the Savings Bank are monetary in nature. As a result, interest rates have a more significant impact on the Savings Bank'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 July 2001, the FASB (Financial Accounting Standards Board) issued Statements (SFAS) No. 141, "Accounting for Business Combinations" and No. 142, "Accounting for Goodwill and Intangible Assets." These Statements will have no material effect on the Company at this time since it has not been involved in a "business combination" subject to SFAS No. 141 and does not have goodwill or other intangible assets subject to SFAS No. 142. 9 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 of shareholders was held on February 21, 2002. The following Directors were elected to terms expiring in 2004. For Withheld --- -------- John C. Matesich, III 2,537,119 410,282 Don R. Parkhill 2,536,919 410,482 J. William Plummer 2,501,914 445,487 Those directors continuing their term were Ward D. Coffman, III, Robert D. Goodrich, II, Patrick L. Hennessey, and Connie Ayres LaPlante. Two other matters were presented to the shareholders. 1. To ratify the First Federal Bancorp, Inc. 2002, Stock Option and Incentive Plan: For 1,596,797 Against 1,317,554 Abstentions 33,050 --------- --------- ------ 2. To ratify the selection of BKD LLP as the Auditors of Bancorp for the current fiscal year: For 2,700,651 Against 224,750 Abstentions 22,000 --------- ------- ------ ITEM 5. OTHER INFORMATION ----------------- Not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- 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. 10 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 14, 2002 By: /s/ J. William Plummer ------------------------------- J. William Plummer President Date: May 14, 2002 By: /s/ Connie Ayres LaPlante ------------------------------- Connie Ayres LaPlante Chief Financial Officer 11