- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934
For the quarterly period ended March 31, 2002
Transition report under Section 13 or 15(d) of the Securities Exchange Act
- ----- of 1934
For the transition period from to
--------- ---------
Commission file number 0-32139
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FLORIDAFIRST BANCORP, INC.
--------------------------
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-3662010
- ------------------------- -----------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
205 East Orange Street
Lakeland, Florida 33801-4611
----------------------------
(Address of Principal Executive Offices)
(863) 688-6811
----------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
---------------------------------------------------------------
(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 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 90 days:
YES X NO
---- -------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common stock, par value $.10 per share 5,478,994 shares
- -------------------------------------- --------------------------
(class) Outstanding at May 7, 2002
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FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Condensed Consolidated Balance Sheets -
At March 31, 2002 (unaudited) and At September 30, 2001.................2
Condensed Consolidated Statements of Earnings -
Three and Six Months ended March 31, 2002 and 2001 (unaudited)..........3
Condensed Consolidated Statement of Stockholders' Equity
Six Months Ended March 31, 2002 (unaudited).............................4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended March 31, 2002 and 2001 (unaudited)..................5-6
Notes to Condensed Consolidated Financial Statements (unaudited)........7-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................10-20
Item 3. Quantitative and Qualitative Disclosure about Market Risk..........21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................22
Item 2. Changes in Securities and Use of Proceeds.........................22
Item 3. Defaults Upon Senior Securities...................................22
Item 4. Submission of Matters to a Vote of Security Holders............22-23
Item 5. Other Information.................................................23
Item 6. Exhibits and Reports on Form 8-K..................................23
SIGNATURES....................................................................24
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(In thousands)
At
--------------------------
March 31, September 30,
Assets 2002 2001
---- ----
(unaudited)
Cash and cash equivalents ...................................... $ 18,666 21,676
Securities available for sale .................................. 250,012 129,534
Loans, net of allowance for loan losses of
$4,801 and $3,652 .......................................... 482,883 474,155
Premises and equipment, net .................................... 15,614 10,944
Federal Home Loan Bank stock, at cost .......................... 6,475 7,670
Cash surrender value of bank-owned life insurance .............. 12,935 10,795
Other assets ................................................... 22,599 5,595
--------- ---------
Total assets ..................................... $ 809,184 660,369
========= =========
Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing checking ............................... 35,964 20,306
Interest-bearing checking .................................. 65,499 34,705
Savings accounts ........................................... 55,660 27,547
Money-market accounts ...................................... 66,499 33,768
Certificate accounts ....................................... 360,776 283,211
--------- ---------
Total deposits ................................... 584,398 399,537
Federal Home Loan Bank advances ............................ 111,500 149,500
Other borrowings ........................................... 14,411 11,048
Other liabilities .......................................... 5,235 6,470
--------- ---------
Total liabilities ................................ 715,544 566,555
--------- ---------
Stockholders' equity:
Preferred stock ............................................ - -
Common stock ............................................... 552 552
Additional paid-in capital ................................. 52,068 52,059
Retained earnings .......................................... 48,392 46,454
Treasury stock, at cost .................................... (653) (481)
Unallocated shares held by the employee stock ownership plan (4,869) (5,410)
Unallocated shares held by the restricted stock plan ....... (1,318) (986)
Accumulated other comprehensive income (loss) .............. (532) 1,626
--------- ---------
Total stockholders' equity ....................... 93,640 93,814
--------- ---------
Total liabilities and stockholders' equity ....... $ 809,184 660,369
========= =========
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Earnings (Unaudited)
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
March 31, March 31,
----------------- -----------------
2002 2001 2002 2001
------- ------- ------- -------
Interest income:
Loans .............................................. $ 8,841 9,154 17,880 18,023
Securities and other ............................... 2,984 1,871 5,211 3,949
------- ------- ------- -------
Total interest income ......................... 11,825 11,025 23,091 21,972
------- ------- ------- -------
Interest expense:
Deposits ........................................... 4,408 4,421 8,611 8,945
Federal Home Loan Bank advances and other borrowings 1,722 1,913 3,690 4,150
------- ------- ------- -------
Total interest expense ........................ 6,130 6,334 12,301 13,095
------- ------- ------- -------
Net interest income .................................... 5,695 4,691 10,790 8,877
Provision for loan losses .............................. 170 135 320 315
------- ------- ------- -------
Net interest income after provision for loan losses .... 5,525 4,556 10,470 8,562
------- ------- ------- -------
Noninterest income:
Fees and service charges ........................... 474 382 888 745
Net gain on sale of loans held for sale ............ 99 26 191 70
Net gain on sale of securities ..................... 199 7 204 7
Earnings on bank-owned life insurance .............. 166 137 340 260
Other .............................................. 113 125 262 168
------- ------- ------- -------
Total noninterest income ...................... 1,051 677 1,885 1,250
------- ------- ------- -------
Noninterest expense:
Salaries and employee benefits ..................... 2,731 1,929 4,977 3,671
Occupancy expense .................................. 716 533 1,315 1,023
Marketing .......................................... 94 102 205 195
Data processing .................................... 141 137 263 258
Postage and office supplies ........................ 167 104 272 209
Professional fees .................................. 130 102 214 208
Other .............................................. 902 628 1,507 1,093
------- ------- ------- -------
Total noninterest expense ..................... 4,881 3,535 8,753 6,657
------- ------- ------- -------
Income before income taxes ............................. 1,695 1,698 3,602 3,155
Income taxes ........................................... 487 520 1,060 1,003
------- ------- ------- -------
Net income ............................................. $ 1,208 1,178 2,542 2,152
======= ======= ======= =======
Earnings per share:
Basic .............................................. $ 0.24 0.22 0.50 0.40
======= ======= ======= =======
Diluted ............................................ $ 0.22 0.21 0.47 0.39
======= ======= ======= =======
Weighted-average common and common equivalent
shares outstanding (in thousands):
Basic .............................................. 5,124 5,370 5,121 5,368
======= ======= ======= =======
Diluted ............................................ 5,413 5,515 5,393 5,504
======= ======= ======= =======
Cash dividends per share ............................... $ .06 .04 .11 .08
======= ======= ======= =======
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)
For the Six Months Ended March 31, 2002
(In thousands, except share amounts)
Accumulated
Unallocated Other
Shares Unallocated Compre- Total
Common Stock Additional Held Shares hensive Stock-
--------------------- Paid-In Retained Treasury by the Held by Income holders'
Shares Amount Capital Earnings Stock ESOP the RSP (Loss) Equity
------ ------ ------- -------- ----- ---- ------- ------ -------
Balance at September
30, 2001............... 5,521,850 $ 552 52,059 46,454 (481) (5,410) (986) 1,626 93,814
--------
Comprehensive income:
Net income............. - - - 2,542 - - - - 2,542
Net change in
unrealized gain
on securities
available for
sale, net of tax
benefit of $752...... - - - - - - - (2,158) (2,158)
------
Comprehensive income...... 384
-------
10,000 and 29,700 shares
repurchased for treasury
and RSP, respectively,
at cost................ - - - - (172) - (535) - (707)
Proceeds from exercise
of stock options....... 2,144 - 18 - - - - - 18
Cash dividends............ - - - (604) - - - - (604)
Fair value of ESOP and
RSP shares allocated... - - (9) - - 541 203 - 735
--------- ----- -------- ---------- ------ ------ ------ -------- -------
Balance at March 31,
2002................... 5,523,994 $ 552 52,068 48,392 (653) (4,869) (1,318) (532) 93,640
========= ===== ====== ====== ==== ====== ====== ==== ======
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Six Months Ended
March 31,
2002 2001
--------- ---------
Cash flows from operating activities:
Net income ................................................................. $ 2,542 2,152
Adjustments to reconcile net income to net cash used in
operating activities:
Provision for loan losses ............................................. 320 315
Depreciation .......................................................... 630 463
Amortization of core deposit intangible ............................... 225 -
Net gain on sale of securities ........................................ (204) (7)
Net gain on sale of loans held for sale ............................... (191) (70)
Proceeds from sales of loans held for sale ............................ 15,270 5,570
Loans originated for sale ............................................. (14,825) (5,500)
Deferred income tax benefit ........................................... (491) -
Earnings on bank-owned life insurance ................................. (340) (260)
Net increase in other assets .......................................... (2,886) (4,914)
Net decrease in other liabilities ..................................... (500) (41)
--------- ---------
Net cash used in operating activities ............................ (450) (2,292)
--------- ---------
Cash flows from investing activities:
Proceeds from calls, sales, maturities and repayment of securities
available for sale .................................................... 31,427 20,827
Purchase of securities available for sale .................................. (154,611) (22,748)
Net decrease (increase) in loans, exclusive of branch acquisition .......... 16,463 (23,337)
Net redemption of FHLB stock ............................................... 1,195 357
Purchase of bank-owned life insurance ...................................... (1,800) -
Purchases of premises and equipment, exclusive of branch
acquisition ........................................................... (2,851) (851)
Proceeds on sale of premises and equipment ................................. - 3
--------- ---------
Net cash used in investing activities ............................ (107,617) (25,749)
--------- ---------
Cash flows from financing activities:
Cash received upon purchase of deposits .................................... 120,808 -
Net increase in deposits, exclusive of branch acquisition .................. 22,739 10,330
Net decrease in FHLB advances .............................................. (38,000) (8,500)
Net increase (decrease) in other borrowings ................................ 3,363 (2,937)
Payments to acquire treasury stock ......................................... (172) -
Payments to acquire shares held by the ESOP ................................ - (880)
Payments to acquire shares held by the RSP ................................. (535) (673)
Dividends paid ............................................................. (604) (368)
Net proceeds received from issuance of common stock ........................ 18 30,540
--------- ---------
Net cash provided by financing activities ........................ 107,494 27,512
--------- ---------
Net decrease in cash and cash equivalents ...................................... (3,010) (529)
Cash and cash equivalents at beginning of period ............................... 21,676 6,734
--------- ---------
Cash and cash equivalents at end of period ..................................... $ 18,666 6,205
========= =========
(continued)
5
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited), Continued
(In thousands)
Six Months Ended
March 31,
2002 2001
-------- --------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest .............................................. $ 12,204 13,156
======== ========
Taxes ................................................. $ 1,206 1,234
======== ========
Supplemental disclosure of noncash information:
Transfer loans to foreclosed assets ........................ $ 330 65
======== ========
Change in unrealized gain (loss) on securities available for
sale, net ............................................. $ (2,158) 1,873
======== ========
Net distribution of restricted stock plan shares ........... $ 140 97
======== ========
Net allocation of shares held by the ESOP .................. $ 595 325
======== ========
Acquisition of branches:
Fair value of premises and equipment acquired .............. $ 2,449 -
======== ========
Fair value of loans acquired ............................... $ 26,095 -
======== ========
Core deposit intangible .................................... $ 12,770 -
======== ========
Total deposits assumed in acquisition of branches .......... $ 41,314 -
======== ========
See Accompanying Notes to Condensed Consolidated Financial Statements.
6
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
(1) Basis of Presentation
General. FloridaFirst Bancorp, Inc. (the "Company") is the parent of and
conducts its business principally through FloridaFirst Bank (the "Bank").
The Bank, a federally-chartered savings bank headquartered in Lakeland,
Florida, is a community-oriented savings institution that delivers retail
and commercial banking services through eighteen full-service locations.
The Company purchased seven branches during February 2002 (See Footnote 3).
Principal sources of income are derived through interest earned on loans
and securities. The primary sources of funds are customer deposits and
Federal Home Loan Bank advances. The Bank is subject to various regulations
governing savings institutions and is subject to periodic examination by
its primary regulator, the Office of Thrift Supervision ("OTS").
The accompanying condensed consolidated financial statements were prepared
in accordance with instructions for Form 10-Q and, therefore, do not
include all information necessary for a complete presentation of financial
condition, results of operations, and cash flows in conformity with
accounting principles generally accepted in the United States of America.
However, all adjustments, consisting of normal recurring accruals, which,
in the opinion of management, are necessary for a fair presentation of the
condensed consolidated financial statements have been included. The results
of operations for the three and six-month periods ended March 31, 2002 and
2001 are not necessarily indicative of the results that may be expected for
the entire fiscal year or any other period. These statements should be read
in conjunction with the consolidated financial statements and related
notes, which are included in the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2001.
(2) Loans
Loans consist of the following (in thousands):
At
-------------------------
March 31, September 30,
2002 2001
---- ----
(unaudited)
Loans secured by first mortgages on real estate:
Residential 1-4:
Permanent $ 302,953 312,309
Construction 34,812 35,516
Multi-family 2,311 2,306
Commercial real estate 50,216 56,065
Land 11,155 8,907
--------- ---------
Total first mortgage loans 401,447 415,103
--------- ---------
Other loans:
Consumer loans 101,252 85,932
Other loans 10,729 5,061
--------- ---------
Total other loans 111,981 90,993
--------- ---------
Total loans 513,428 506,096
Allowance for loan losses (4,801) (3,652)
Loans in process (25,744) (28,289)
--------- ---------
Loans, net $ 482,883 474,155
========= =========
7
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Loans held for sale, included in the totals above, were 959,000 and
1,193,000 at March 31, 2002 and September 30, 2001, respectively.
The activity in the allowance for loan losses is as follows (in thousands):
Three Months Ended Six Months Ended
March 31, March 31,
------------------- -------------------
2002 2001 2002 2001
------- ------- ------- -------
Balance at beginning of period $ 3,746 3,415 3,652 3,321
Provision for loan losses 170 135 320 315
Allowance acquired 1,000 - 1,000 -
Net loan charge-offs (115) (35) (171) (121)
------- ------- ------- -------
Balance at end of period $ 4,801 3,515 4,801 3,515
======= ======= ======= =======
(3) Branch Acquisition
On February 15, 2002, the Company finalized the purchase of seven Florida
retail sales offices ("Branch Acquisition") from SunTrust Bank coincident
with SunTrust Bank's acquisition of such offices from Huntington National
Bank ("Huntington"). Four of these Huntington offices are located in
Lakeland, Florida, and one each in Avon Park and Sebring in Highlands
County, and one office in Wildwood, Florida. The transaction resulted in
the Company receiving approximately $120.8 million in cash, $162.1 million
in deposits, $26.1 million in loans and $2.4 million in premises and
equipment related to these seven offices. The Company paid a premium of
approximately 7.6%. This premium, along with additional acquisition costs,
resulted in a core deposit intangible asset of $12.8 million being
recorded. This intangible asset is being amortized using an accelerated
method over twelve years.
8
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
(4) Earnings Per Share
The Company follows the provisions of SFAS No. 128, "Earnings Per Share."
SFAS No. 128 provides accounting and reporting standards for calculating
earnings per share. Basic earnings per share of common stock has been
computed by dividing the net income for the period by the weighted-average
number of shares outstanding. Shares of common stock purchased by the
Employee Stock Ownership Plan ("ESOP") are only considered outstanding when
the shares are released or committed to be released for allocation to
participants. Diluted earnings per share is computed by dividing net income
by the weighted-average number of shares outstanding including the dilutive
effect of stock options and shares needed to satisfy the requirements of
the restricted stock plan, computed using the treasury stock method
prescribed by SFAS No. 128. The following table presents the calculation of
basic and diluted earnings per share of common stock (in thousands, except
per share amounts):
Three Months Ended Six Months Ended
March 31, March 31,
--------------------- ----------------------
2002 2001 2002 2001
---- ---- ---- ----
Weighted-average shares of common stock issued and
outstanding before adjustments for ESOP and
stock options 5,483 5,520 5,485 5,520
Adjustments to reflect the effect of unallocated ESOP
shares (359) (150) (364) (152)
------ ------ ------ ------
Weighted-average shares for basic earnings per share 5,124 5,370 5,121 5,368
====== ====== ====== ======
Basic earnings per share $ .24 .22 .50 .40
====== ====== ====== ======
Weighted-average shares for basic earnings per share 5,124 5,370 5,121 5,368
Additional dilutive shares using the average market
value for the period utilizing the treasury stock
method regarding stock options and
outstanding restricted stock shares 289 145 272 136
------ ------ ------ ------
Weighted-average common shares and equivalents
outstanding for diluted earnings per share 5,413 5,515 5,393 5,504
====== ====== ====== ======
Diluted earnings per share $ .22 .21 .47 .39
====== ====== ====== ======
(5) Reclassifications
Certain amounts in the 2001 condensed consolidated financial statements
have been reclassified to conform to the presentation for 2002.
9
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
FloridaFirst Bancorp, Inc. (the "Company") is the parent of and conducts its
business principally through the FloridaFirst Bank (the "Bank"). The Bank, a
federally-chartered savings bank headquartered in Lakeland, Florida, is a
community-oriented savings institution that delivers retail and commercial
banking services through eighteen full-service locations. The Company purchased
seven retail sales offices during February 2002, see "Overview" below. Principal
sources of income are derived through interest earned on loans and securities.
The primary sources of funds are customer deposits and Federal Home Loan Bank
advances. The Bank is subject to various regulations governing savings
institutions and is subject to periodic examination by its primary regulator,
the Office of Thrift Supervision ("OTS").
Forward-Looking Statements
The Company may from time to time make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Statements made in such documents, other than those concerning
historical information, should be considered forward-looking and subject to
various risks and uncertainties. Such forward-looking statements are made based
upon management's belief as well as assumptions made by, and information
currently available to management, pursuant to "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The Company's actual results
may differ materially from the results anticipated in forward-looking statements
due to a variety of factors, including governmental monetary and fiscal
policies, deposit levels, loan demand, loan collateral values, securities
portfolio values, and interest rate risk management; the effects of competition
in the banking business from other commercial banks, savings and loan
associations, mortgage banking firms, consumer finance companies, credit unions,
securities brokerage firms, insurance companies, money market mutual funds and
other financial institutions operating in the Company's market area and
elsewhere, including institutions operating through the Internet; changes in
governmental regulation relating to the banking industry, including regulations
relating to branching and acquisitions; failure of assumptions underlying the
establishment of reserves for losses, including the value of collateral
underlying delinquent loans, and other factors. The Company cautions that such
factors are not exclusive.
Overview
On February 15, 2002, the Company finalized the purchase of seven Florida retail
sales offices ("Branch Acquisition") from SunTrust Bank coincident with SunTrust
Bank's acquisition of such offices from Huntington National Bank ("Huntington").
The transaction resulted in the Company receiving approximately $120.8 million
in cash, and included approximately $162.1 million in deposits and approximately
$26.1 million in loans related to those seven offices. The Company paid a
premium of approximately 7.6%. This premium, along with additional acquisition
costs, resulted in a core deposit intangible asset of $12.8 million being
recorded which is subject to periodic amortization. The cash received from the
purchase was primarily used to reduce $30.0 million in short-term fixed-rate and
adjustable-rate FHLB advances and fund the purchase of approximately $85.0
million in securities. The securities were primarily mortgage-backed securities
with average lives less than five years and which provide cash flow from the
time of purchase. This strategy allows the Company to immediately earn a fair
rate of return on the invested funds and utilize the cash flow from the
securities to fund new loan originations.
10
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Liquidity and Capital Resources
The liquidity of a savings institution reflects its ability to provide funds to
meet loan requests, to accommodate possible outflows in deposits, and to take
advantage of interest rate market opportunities. Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of short-term loans and investments with specific types of deposits
and borrowing. Savings institution liquidity is normally considered in terms of
the nature and mix of the savings institution's sources and uses of funds.
Asset liquidity is provided through loan repayments and the management of
maturity distributions for loans and securities. An important aspect of
liquidity lies in maintaining sufficient levels of loans and mortgage-backed
securities that generate monthly cash flows.
Cash and cash equivalents decreased $3.0 million to $18.7 million for the six
months ended March 31, 2002. Significant cash flows or uses (amounts shown in
parentheses) were as follows:
(In Millions)
-------------
Cash used by operations $ (.5)
FHLB advances and other borrowings (34.6)
Increase in net deposits, including purchased deposits 143.5
Maturities, sales, calls and repayments on securities available for sale 31.4
Purchases of securities available for sale (154.6)
Net decrease in loans, excluding purchased loans 16.5
Other, net (4.7)
--------
Net decrease in cash and cash equivalents $ (3.0)
========
See "Comparison of Financial Condition at March 31, 2002 and September 30, 2001"
for discussion of significant cash flows.
On March 31, 2002, the Bank was in compliance with its three regulatory capital
requirements as follows:
Amount Percent
------ -------
(In thousands)
Tangible capital $ 59,693 7.49%
Tangible capital requirement 11,950 1.50
Excess over requirement 47,743 5.99
Core capital 59,693 7.49
Core capital requirement 31,868 4.00
Excess over requirement 27,825 3.49
Risk based capital 64,494 12.42
Risk based capital requirement 41,551 8.00
Excess over requirement 22,943 4.42
Management believes that under current regulations, the Bank will continue to
meet its minimum capital requirements in the foreseeable future. Events beyond
the control of the Bank, such as increased interest rates or a downturn in the
economy in areas in which the Bank operates could adversely affect future
earnings and as a result, the ability of the Bank to meet its future minimum
capital requirements.
11
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Comparison of Financial Condition at March 31, 2002 and September 30, 2001
Assets. Total assets increased $148.8 million, or 22.5%, to $809.2 million at
March 31, 2002 from $660.4 million at September 30, 2001. The increase in
total assets resulted primarily from cash received from the Branch
Acquisition, together with $16.5 million in consumer loans and $9.6
million in commercial loans, but was partially offset by a $16.5 million
decrease in the loan portfolio primarily attributable to the Company's
residential mortgage loan origination strategy to originate and sell, on a
servicing-released basis, fixed-rate loans with original terms in excess
of fifteen years. This strategy has caused residential loan balances to
decline, while increasing gains from selling the loans and related
servicing rights. An increase in refinance activity has resulted in
increased repayment activity primarily due to the Federal Reserve policy
to reduce interest rates in order to stimulate the economy. Management
continues to focus on the origination of commercial and consumer loans
($34.7 million year-to-date).
Securities available for sale increased $120.5 million, as the funds
received from the Branch Acquisition transaction together with an increase
in deposits exceeded general loan demand and were deployed in primarily
shorter duration, fixed-rate and variable-rate mortgage-backed securities
providing market rate yields with strong cash flow characteristics.
Premises and equipment increased $4.7 million primarily due to $2.4
million of property and equipment acquired in the Branch Acquisition, the
addition of $322,000 of telecommunications and data processing equipment
for the acquired retail sales offices, and the purchase of land in Manatee
County for $782,000 which will be used for a new retail sales office
scheduled to open in November.
Other assets increased $17.0 million primarily due to the addition of the
$12.8 million core deposit intangible resulting from the Branch
Acquisition transaction.
Liabilities. Total liabilities increased $149.0 million, or 26.3%, to $715.6
million at March 31, 2002 from $566.6 million at September 30, 2001. The
increase in total liabilities resulted primarily from the $162.1 million
in deposits acquired in the Branch Acquisition. In addition to the
deposits acquired, deposits increased approximately $22.7 million
reflecting increases in lower cost checking and money-market accounts
partially attributable to expansion of our customer base. Actions by the
Federal Reserve to decrease short-term interest rates appear to have
caused certain customers to move maturing certificates into the more
liquid checking and money-market accounts until the interest rate
environment stabilizes.
FHLB advances decreased $38.0 million as funds provided by the Branch
Acquisition were used to repay short-term fixed-rate and adjustable-rate
advances.
Stockholders' Equity. The $174,000 decrease in the Company's stockholders'
equity reflects:
>> net income for the six months ended March 31, 2002 of $2.5 million
>> net distribution of $140,000 from the restricted stock plan
>> repayment of $541,000 on the Employee Stock Ownership Plan ("ESOP")
loan and simultaneous allocation of ESOP shares with a fair value of
$595,000
>> decrease in accumulated other comprehensive income of $2.2 million
>> dividends paid that totaled $604,000
>> repurchase of shares of the Company's stock at a cost of $707,000
The decreased value in accumulated other comprehensive income (loss)
resulted from the fluctuation in market value of the Company's securities
available for sale. Because of continued interest rate volatility,
accumulated other comprehensive income (loss) and stockholders' equity
could materially fluctuate for each interim and year-end period.
12
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Results of Operations
The following tables set forth, for the periods indicated, information regarding
(i) the total dollar amount of interest income of the Company from
interest-earning assets and the resultant average yields based on various
interest methods; (ii) the total dollar amount of interest expense on
interest-bearing liabilities and the resultant average cost; (iii) net interest
income; (iv) interest-rate spread; and (v) net interest margin.
Three Months Ended March 31,
-----------------------------------------------------------------------
2002 2001
----------------------------------- --------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------- -------- ---- ------- -------- ----
(Dollars in thousands)
Interest-earning assets (IEA):
Mortgage loans.......................... $ 312,564 5,748 7.36% $ 321,715 6,157 7.66%
Consumer loans.......................... 92,141 1,838 8.09 80,756 1,792 9.00
Commercial loans........................ 70,693 1,255 7.10 55,803 1,205 8.64
--------- -------- --------- -------
Total loans......................... 475,398 8,841 7.46 458,274 9,154 8.01
Securities and other (1)................ 207,102 3,099 5.99 115,872 1,938 6.69
--------- -------- --------- -------
Total IEA (1)....................... 682,500 11,940 7.01 574,146 11,092 7.75
-------- -------
Other assets............................... 38,735 23,460
--------- ---------
Total assets........................ $ 721,235 $ 597,606
========= =========
Interest-bearing liabilities (IBL):
Interest checking....................... 51,898 225 1.76 32,502 143 1.78
Savings accounts........................ 41,899 163 1.58 28,169 126 1.81
Money-market accounts................... 51,460 300 2.36 27,262 313 4.66
Certificate accounts.................... 322,565 3,720 4.68 254,723 3,839 6.11
--------- ------- ------- -------
Total interest-bearing deposits..... 467,822 4,408 3.82 342,656 4,421 5.23
FHLB advances and other borrowings...... 132,349 1,722 5.20 134,053 1,913 5.71
--------- ------- --------- -------
Total IBL........................... 600,171 6,130 4.13 476,709 6,334 5.37
------- -------
Other liabilities (2)...................... 26,297 26,483
--------- ---------
Total liabilities................... 626,468 503,192
Stockholders' equity....................... 94,767 94,414
--------- ---------
Total liabilities and
stockholders' equity............ $ 721,235 $ 597,606
========= =========
Net interest income (1).................... $ 5,810 $ 4,758
======== ========
Average IEA to IBL......................... 114% 120%
Interest-rate spread....................... 2.88% 2.38%
==== ====
Net interest margin........................ 3.41% 3.31%
==== ====
(1) Interest income and net interest income do not agree to the statement of
earnings because the tax equivalent income on municipal bonds is included
in this schedule.
(2) Includes noninterest-bearing checking accounts.
13
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Six Months Ended March 31,
----------------------------------------------------------------------
2002 2001
----------------------------------- ------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------- -------- ---- ------- -------- ----
(Dollars in thousands)
Interest-earning assets (IEA):
Mortgage loans.......................... $ 315,230 11,697 7.42% $ 319,423 12,211 7.65%
Consumer loans.......................... 88,669 3,651 8.24 80,869 3,512 8.71
Commercial loans........................ 69,156 2,532 7.32 52,931 2,300 8.60
--------- ------- --------- -------
Total loans......................... 473,055 17,880 7.56 453,223 18,023 7.95
Securities and other (1)................ 179,707 5,439 6.05 115,509 4,082 7.07
--------- ------- --------- -------
Total IEA (1)....................... 652,762 23,319 7.14 568,732 22,105 7.77
------- -------
Other assets............................... 36,024 24,212
--------- ---------
Total assets........................ $ 688,786 $ 592,944
========= =========
Interest-bearing liabilities (IBL):
Interest checking....................... 44,133 374 1.70 32,047 291 1.82
Savings accounts........................ 34,875 268 1.54 28,345 274 1.94
Money-market accounts................... 43,653 544 2.49 26,560 644 4.86
Certificate accounts.................... 303,814 7,425 4.89 255,775 7,736 6.07
--------- ------- --------- -------
Total interest-bearing deposits..... 426,475 8,611 4.04 342,727 8,945 5.23
FHLB advances and other borrowings...... 141,828 3,690 5.20 136,448 4,073 5.90
--------- ------- --------- -------
Total IBL........................... 568,303 12,301 4.33 479,175 13,018 5.43
------- -------
Other liabilities (2)(3)................... 25,853 34,144 77
--------- --------- -------
Total liabilities................... 594,156 513,319 13,095
------
Stockholders' equity....................... 94,630 79,625
--------- ---------
Total liabilities and
stockholders' equity............ $ 688,786 $ 592,944
========= =========
Net interest income (1).................... $ 11,018 $ 9,010
======== ========
Average IEA and IBL........................ 115% 119%
Interest-rate spread....................... 2.81% 2.34%
==== ====
Net interest margin........................ 3.38% 3.17%
==== ====
(1) Interest income and net interest income do not agree to the statement of
earnings because the tax equivalent income on municipal bonds is included
in this schedule.
(2) Includes noninterest-bearing checking accounts.
(3) Includes interest expense on subscription funds refunded in 2001 related to
the public stock offering.
14
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Comparison of Operating Results for the Three Months Ended March 31, 2002 and
2001
NetIncome. Net income for the three months ended March 31, 2002 increased
2.5% to $1.2 million, compared to the same period in 2001. Net interest
income increased $1.0 million, or 21.4%, for the three months ended March
31, 2002 compared to the same period in 2001. This increase resulted from
an increase in interest income of $800,000, together with a decrease in
interest expense of $204,000. Noninterest income increased $374,000 to
$1.1 million from $677,000 and noninterest expenses increased $1.3 million
to $4.9 million from $3.5 million for the three months ended March 31,
2002 compared to the three months ended March 31, 2001, due to an
accumulation of several income and expense categories, as discussed at
noninterest income and noninterest expense.
Interest Income. The following discussion highlights the major factors that
impacted the changes in interest income during the quarter when compared
to the prior year quarter. Details are contained in the Average Balance
Sheet table at page 15.
>> While residential loan balances decreased as a result of loan sales
and accelerated repayments, consumer loan and commercial loan balances
showed strong increases, in addition to loans acquired in the Branch
Acquisition. The Company continues its increased emphasis on
commercial and consumer loan growth in an effort to restructure its
loan portfolio. Excluding the loans acquired from the Branch
Acquisition, average commercial loans outstanding increased by
approximately 19% (total increase of 27%) and average consumer loans
outstanding increased 7% (total increase of 14%) during the quarter
from the same quarter in the preceding year.
>> The average yield on loans decreased 55 basis points to 7.44%, for the
three months ended March 31, 2002 compared to the same period in 2001.
The sharp decrease in shorter-term interest rates throughout 2001 had
a major impact on consumer and commercial loan yields; consumer loan
yields decreased 91 basis points and commercial loan yield decreased
154 basis points for the three months ended March 31, 2002 compared to
the same period in 2001. The decrease in the commercial loan yield can
be attributed to a change in the mix of the portfolio and the intense
competition for these loans, in addition to continued reduction in
short-term interest rates by the Federal Reserve during the course of
the year. Increased refinance activity brought about by an overall
decrease in interest rates caused residential loan yields to decrease
30 basis points.
>> The average balances in the securities and other portfolio grew 79% as
the Company invested funds received from the Branch Acquisition, while
it continued to pursue the strategy of leveraging the capital raised
in April 1999 and December 2000.
>> The lower yield in the securities and other portfolio resulted from a
shift to shorter duration and adjustable rate securities in fiscal
year 2001 to manage the interest rate risk profile of the Company, as
well as the Federal Reserve actions of reducing short-term interest
rates.
15
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Interest Expense. The following discussion highlights the major factors that
impacted the changes in Interest Expense during the quarter when compared
to the prior year. Detailed changes are contained in the Average Balance
Sheet table at page 15.
>> The increase in average interest-bearing deposits is mainly
attributable to the Branch Acquisition. However, our increased sales
effort to attract new and current deposits, as well as customer
concerns about equity investments, provided additional deposit growth.
The increase in average balances of certificate accounts includes a
$17.0 million increase in public deposits from the State of Florida
and a $3.0 million brokered certificate account that were acquired
during the last half of fiscal 2001.
>> Average FHLB advances and other borrowings outstanding decreased this
quarter compared to the same quarter last year due to the repayment of
short-term fixed-rate and adjustable-rate advances with funds provided
primarily from the Branch Acquisition.
>> The growth in average balances in interest checking and money-market
accounts helped to reduce the overall cost of deposits. The reduction
in the cost of deposits is reflective of the significant decrease in
interest rates over the past year.
>> The decrease in the cost of FHLB advances and other borrowings
reflects the Company's decision to keep recent advances in short-term
adjustable-rate credit advances together with short-term daily rate
credit advances and borrowings utilizing the Treasury Investment
Program. While actions by the Federal Reserve to decrease short-term
interest rates have provided an immediate reduction in the cost of the
advances, greater declines in the overall cost of advances were not
achieved due to higher rate convertible advances taken out in 2000
when the consensus of opinion was that rates at that time would
continue to increase.
Provision for Loan Losses. The provision for loan losses is charged to
earnings to bring the total allowance for loan losses to an amount that
represents management's best estimate of the losses inherent in the loan
portfolio at the balance sheet date, based on historical experience,
volume and type of lending conducted by the Company, industry standards,
the level and status of past due and nonperforming loans, the general
economic conditions in its lending area and other factors affecting the
collectability of the loans in its portfolio.
The provision for loan losses was $170,000 for the three months ended
March 31, 2002 compared to $135,000 for the three months ended March 31,
2001. The provision for loan losses increased for the current three month
period primarily as a result of increased consumer loan growth from the
seven new retail sales offices. The allowance for loan losses increased to
$4.8 million at March 31, 2002 from $3.5 million at March 31, 2001. An
additional $1.0 million was added to the allowance for loan losses related
to loans acquired in the Branch Acquisition due to the loans being
underwritten on a different basis than the Company's guidelines. A higher
charge-off percentage is anticipated on the loans acquired. The current
allowance represents .98% of loans outstanding at March 31, 2002. The
Company had net charge-offs of $115,000 for the three months ended March
31, 2002 compared to net charge-offs of $35,000 for the same period in
2001. The Company intends to maintain its allowance for loan losses
commensurate with its loan portfolio, especially its commercial real
estate and consumer loan portfolio.
16
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Noninterest Income. Noninterest income increased $374,000 to $1.1 million for
the three months ended March 31, 2002 from $677,000 for the three months
ended March 31, 2001. The major components or changes in noninterest
income were:
>> Net gain of $99,000 on sale of $8.8 million of mortgage loans held for
sale
>> Earnings of $166,000 on bank-owned life insurance, an increase of
$36,000 over the prior period.
>> Net gain of $199,000 on the sale of $4.8 million of mortgage-backed
securities
>> An increase of $65,000 in fees and service charges on loans and
deposit accounts when compared to the prior period related to the
overall increase in accounts during the quarter.
Noninterest Expense. Noninterest expense increased by $1.4 million to $4.9
million for the three months ended March 31, 2002 from $3.5 million for
the three months ended March 31, 2001. The major changes or components of
noninterest expense were:
>> Salaries and employee benefits increased $802,000 primarily due to:
o staff positions added since last year,
o $170,000 for seven retail sales offices acquired in the Branch
Acquisition (56 staff members), and $35,000 for two new retail
sales offices opened (ten new staff positions),
o 5% average salary increases due to merit and cost of living
adjustments,
o mortgage loan commissions increased $62,000 due to a change in
commission structure, as well as a $21.8 million increase in loan
origination volume over the prior year,
o an increase in costs of $129,000 related to the 2002 Restricted
Stock Plan
o a $60,000 increase in ESOP costs due to the increased price of
Company stock, and
o a $79,000 increase for health insurance costs due to the growth
in our employee base, including the Branch Acquisition, as well
as increased claims experience.
>> Occupancy expense increased $195,000 due to implementation of new
technology and the opening of two new retail sales offices, the
addition of seven new offices in the Branch Acquisition and extensive
remodeling at several retail sales offices.
>> Postage and office supplies expense increased $63,000 primarily due to
the Branch Acquisition and the conversion to a proof of deposit (POD)
balancing environment.
>> Other expense increased $262,000, due to the core deposit intangible
amortization of $225,000 resulting from the Branch Acquisition and a
$54,000 increase in director compensation related to the 2002
Restricted Stock Plan. The other increases are attributable to
correspondent bank service charges, item processing costs and
additional costs relating to the POD conversion.
17
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Comparison of Operating Results for the Six Months Ended March 31, 2002 and 2001
NetIncome. Net income for the six months ended March 31, 2002 increased
$390,000 or 18.1% to $2.5 million, compared to $2.2 million for the same
period in 2001. Net interest income increased $1.9 million or 21.6%, for
the six months ended March 31, 2002 compared to the same period in 2001.
This increase resulted from an increase in interest income of $ 1.1
million, together with a decrease in interest expense of $794,000. See
discussion of interest income and interest expense below. Noninterest
income increased $635,000 to $1.9 million from $1.3 million and
noninterest expenses increased $2.1 million to $8.8 million from $6.7
million for the six months ended March 31, 2002 compared to the six months
ended March 31, 2001, due to an accumulation of several income and expense
categories, as discussed at Noninterest Income and Noninterest Expense.
Interest Income. The following discussion highlights the major factors that
impacted the changes in interest income during the six months ended March
31, 2002 when compared to the prior year. Details are contained in the
Average Balance Sheet table at page 16.
>> While residential loan balances decreased as a result of loan
sales and accelerated repayments, consumer and commercial loan
balances increased. The Company continues its emphasis on
commercial and consumer loan production in an effort to
restructure its loan portfolio. Excluding the loans acquired from
the Branch Acquisition, average commercial loans outstanding
increased by approximately 26% (total increase of 31%) and
average consumer loans outstanding increased 6% (total increase
of 10%) for the six months ended March 31, 2002 when compared to
the prior year.
>> The average yield on loans decreased 39 basis points to 7.56%,
for the six months ended March 31, 2002 compared to 7.95% for the
same period in 2001. The sharp decrease in shorter-term interest
rates throughout 2001 had a major impact on loan yields, as
consumer loan yields decreased 45 basis points and commercial
loan yield decreased 139 basis points for the six months ended
March 31, 2002 compared to the same period in 2001. The decrease
in the commercial loan yield can be attributed to a change in the
mix of the portfolio and the intense competition for these loans,
in addition to continued reduction in short-term interest rates
by the Federal Reserve during the course of the year. Increased
refinance activity brought about by an overall decrease in
interest rates caused residential loan yields to decrease 23
basis points.
>> The average balances in the securities and other portfolio grew
56% as the Company invested funds received from the Branch
Acquisition, while it continued to pursue the strategy of
leveraging the capital raised in April 1999 and December 2000.
>> The lower yield in the securities and other portfolio resulted
from a shift to shorter duration and adjustable rate investments
in fiscal year 2001 to manage the interest-rate risk profile of
the Company, as well as the previously mentioned Federal Reserve
policy to reduce short-term interest rates.
18
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Interest Expense. The following discussion highlights the major factors that
impacted the changes in Interest Expense during the six months ended March
31, 2002 when compared to the prior year. Detailed changes are contained
in the Average Balance Sheet table at page 16.
>> The increase in average interest-bearing deposits is mainly
attributable to the Branch Acquisition. However, our increased
sales effort to attract new and retain current deposits, as well
as customer concerns about equity investments, provided
additional deposit growth. The increase in average balances of
certificate accounts includes a $17.0 million increase in public
deposits from the State of Florida and a $3.0 million brokered
certificate account that were acquired during the last half of
fiscal 2001.
>> Average FHLB advances and other borrowings outstanding increased
this period compared to the same period last year due to the
growth in earning assets that was not funded through traditional
deposit growth.
>> The growth in average balances in interest checking and
money-market accounts helped to reduce the overall cost of
deposits. The reduction in the cost of deposits is reflective of
the significant decrease in interest rates over the past year.
>> The decrease in the cost of FHLB advances and other borrowings
reflects the Company's decision to replace short-term fixed-rate
advances with short-term daily rate credit advances and advances
utilizing the Treasury Investment Program. Actions by the Federal
Reserve to decrease short-term interest rates has also provided a
reduction in the cost of adjustable rate credit advances.
Provision for Loan Losses. The provision for loan losses was $320,000 for the
six months ended March 31, 2002, compared to $315,000 for the six months
ended March 31, 2001. The Company had net charge-offs of $171,000 for the
six months ended March 31, 2002 compared to net charge-offs of $121,000
for the six months ended March 31, 2001. See other discussion at the three
month comparison of operations.
Noninterest Income. Noninterest income increased $635,000 to $1.9 million for
the six-month period ended March 31, 2002 from $1.3 million for the
six-month period ended March 31, 2001. The major components or changes
were:
>> Net gain of $191,000, an increase of $121,000 from 2001, on the sales
of $15.1 million of mortgage loans held for sale.
>> $204,000 in net gain on sales of securities, primarily due to the sale
of $4.8 million of mortgage-backed securities.
>> Increase of $98,000 in account fees and service charges, including
interchange fee income, partly attributable to the Branch Acquisition.
>> Earnings of $340,000 on bank-owned life insurance, an increase of
$80,000 over the same period in 2001.
19
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Noninterest Expense. Noninterest expense increased by $2.1 million to $8.8
million for the six months ended March 31, 2002 from $6.7 million for the
six months ended March 31, 2001. The major components or changes in
noninterest expense were:
>> Salaries and employee benefits increased $1.3 million primarily due:
o several positions added this year compared to last year
o $170,000 for seven retail sales offices acquired in the Branch
Acquisition (56 staff members), and $66,000 for two new retail
sales offices opened (10 new staff positions),
o 5% average salary increases due to merit and cost of living
adjustments,
o a $60,000 increase in retirement plan costs due to the increased
price of Company stock in the ESOP,
o an increase in costs of $258,000 related to the 2002 Restricted
Stock Plan,
o a $122,000 increase for health insurance costs due to growth in
our employee base, including the Branch Acquisition, as well as
increased claims experience.
>> Occupancy expense increased $316,000 due to implementation of new
technology and the opening the two new retail sales offices and
increased costs related to the Branch Acquisition and extensive
remodeling at several retail sales offices.
>> Postage and other supplies expense increased $63,000 primarily due to
the Branch Acquisition and the conversion to the POD.
>> Other expense increased $390,000, due to core deposit intangible
amortization of $225,000 related to the Branch Acquisition and a
$108,000 increase in director compensation related to the 2002
Restricted Stock Plan. The other increases are attributable to
correspondent bank service charges, item processing costs expenses and
additional costs relating to the POD conversion.
20
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Qualitative Analysis. There have been no material changes from the Qualitative
Analysis information regarding market risk disclosed under the heading
"Management of Interest Rate Risk and Market Risk" in the Company's Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the annual report on Form 10-K for the year ended September 30,
2001.
Quantitative Analysis. Exposure to interest rate risk is actively monitored by
management. The Company's objective is to maintain a consistent level of
profitability within acceptable risk tolerances across a broad range of
potential interest rate environments. The Company uses the OTS Net Portfolio
Value ("NPV") Model to monitor its exposure to interest rate risk, which
calculates changes in net portfolio value. Reports generated from assumptions
provided and modified by management are reviewed by the Asset/Liability
Management Committee and reported to the Board of Directors quarterly. The
Interest Rate Sensitivity of Net Portfolio Value Report shows the degree to
which balance sheet line items and net portfolio value are potentially affected
by a 100 to 300 basis point (1 basis point equals 1/100th of a percentage point)
upward and downward parallel shift (shock) in the Treasury yield curve.
Since the OTS Net Portfolio Value ("NPV") Model measures exposure to interest
rate risk of the Bank to assure capital adequacy for the protection of the
depositors, only the Bank's financial information is used for the model.
However, the Bank is the only subsidiary and significant asset of the Company,
therefore the OTS NPV model provides a reliable basis upon which to perform the
quantitative analysis. The following table presents the Company's NPV as of
December 31, 2001. Although, the results of the NPV model are not yet available
for March 31, 2002, it is anticipated that the NPV Ratio for all rate scenarios
will be one and a half to two percent lower than at December due to the growth
in assets that resulted from the Branch Acquisition. However, the sensitivity
measure, defined by the OTS as the change in NPV Ratio with a 200 basis point
shock in rates, should have improved from the 386 basis point change shown
below. The NPV was calculated by the OTS, based on information provided by the
Company ($ in thousands).
NPV as % of
Net Portfolio Value ("NPV") Present Value of Assets
-------------------------------- -----------------------
Change Basis Point
In Rates $ Amount $ Change % Change NPV Ratio Change
-------- -------- -------- -------- --------- ------
+300 bp 37,884 (42,777) (53)% 6.14% (579)
+200 bp 51,350 (29,311) (36)% 8.08% (386)
+100 bp 66,568 (14,093) (17)% 10.16% (178)
0 bp 80,661 - - 11.94% -
-100 bp 88,800 8,139 10% 12.85% 92
-200 bp * * * * *
-300 bp * * * * *
* Scenario not used due to the low prevailing interest rate environment
21
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
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
At the annual meeting of stockholders on January 29, 2002, the stockholders of
FloridaFirst Bancorp, Inc. voted on the following proposals:
Votes Votes
For Withheld
--- --------
Proposal I - Election of Directors
Llewellyn N. Belcourt (1) 4,600,817 21,902
========= ======
Gregory C. Wilkes (1) 4,601,333 21,386
========= ======
G.F. Zimmermann, III (1) 4,600,817 21,902
========= ======
Arthur J. Rowbotham (2) 4,600,817 21,902
========= ======
(1) three-year term
(2) one-year term
Proposal II - Ratification of the FloridaFirst Bancorp, Inc. 2002 Stock Option
Plan
Votes Votes
For Against Abstain
--- ------- -------
3,045,671 309,722 25,728
========= ======= ======
Proposal III - Ratification of the FloridaFirst Bank 2002 Restricted Stock Plan
Votes Votes
For Against Abstain
--- ------- -------
2,870,180 481,154 29,787
========= ======= ======
Proposal IV - Ratification of the FloridaFirst Bancorp, Inc. 1999 Stock Option
Plan
Votes Votes
For Against Abstain
--- ------- -------
2,988,777 361,273 31,073
========= ======= ======
Proposal V - Ratification of the FloridaFirst Bank 1999 Restricted Stock Plan
Votes Votes
For Against Abstain
--- ------- -------
2,866,127 483,973 31,021
========= ======= ======
22
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
PART II. OTHER INFORMATION, CONTINUED
Proposal VI - Ratification of the Appointment of Hacker, Johnson & Smith PA as
the Company's Independent Public Accountants for the fiscal year ended September
30, 2002
Votes Votes
For Against Abstain
--- ------- -------
4,564,109 41,474 17,136
========= ====== ======
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit Number
--------------
3(i) Articles of Incorporation for FloridaFirst Bancorp, Inc.*
3(ii) Bylaws of FloridaFirst Bancorp, Inc.*
4 Specimen Stock Certificate of FloridaFirst Bancorp, Inc.*
10.1 Form of Employment Agreements entered into with the named
Executive Officers of FloridaFirst Bank*
10.2 1999 Stock Option Plan **
10.3 Restricted Stock Plan **
10.4 Supplemental Executive Retirement Plan for the benefit of Certain Senior Officers *
10.5 2002 Stock Option Plan ***
10.6 2002 Restricted Stock Plan ***
99 Report on Review by Independent Certified Public Accountants.
* Incorporated by reference to the Predecessor Registrant's Registration
Statement on Form S-1 initially filed with the Commission on September 5,
2000 (File No. 333-45150).
** Incorporated by reference to the identically numbered exhibits to the Form
10-K filed by the Predecessor Registrant on December 29, 1999 (File No.
0-25693).
*** Incorporated by reference to the Proxy Statement filed by the Registrant
on December 21, 2001.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three-month
period ended March 31, 2002.
23
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
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.
FLORIDAFIRST BANCORP, INC.
(Registrant)
Date: May 14, 2002 By: /s/Gregory C. Wilkes
------------- ------------------------------------------------
Gregory C. Wilkes, President and Chief Executive
Officer (Principal Executive Officer)
Date: May 14, 2002 By: /s/Kerry P. Charlet
------------- ------------------------------------------------
Kerry P. Charlet, Chief Financial Officer
(Principal Accounting Officer)
24