UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO
COMMISSION FILE NUMBER 1-12305
FIRSTFED AMERICA BANCORP, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-3331237
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE FIRSTFED PARK, SWANSEA, MASSACHUSETTS 02777
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(Address of principal executive offices)
Registrant's telephone number, including area code: (508) 679-8181
--------------------------------------------------------------------------------
(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 ( )
As of November 2, 2001, there were 6,220,249 shares of the Registrant's
Common Stock outstanding.
FIRSTFED AMERICA BANCORP, INC.
INDEX TO FORM 10-Q
PAGE
----
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 2001 (unaudited) and March 31, 2001 2
Consolidated Statements of Operations for the three months and six months ended September 30, 2001
(unaudited) and 2000 (unaudited) 3
Consolidated Statements of Changes in Stockholders' Equity for the six months ended September 30, 2001
(unaudited) 4
Consolidated Statements of Cash Flows for the six months ended September 30, 2001 (unaudited) and 2000
(unaudited) 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 3. Default Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
1
FIRSTFED AMERICA BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
SEPTEMBER 30, MARCH 31,
ASSETS 2001 2001
------------ -----------
(UNAUDITED)
Cash on hand and due from banks $ 22,892 $ 23,013
Short-term investments 26,585 200
----------- -----------
Total cash and cash equivalents 49,477 23,213
Mortgage loans held for sale 29,441 39,103
Investment in trading securities, at fair value 587 815
Investment securities available for sale, at fair value
(amortized cost of $21,327 and $6,405) 23,221 7,837
Mortgage-backed securities available for sale, at fair value
(amortized cost of $589,848 and $498,344) 595,613 501,230
Mortgage-backed securities held to maturity
(fair value of $1,279 and $2,154) 1,270 2,138
Stock in Federal Home Loan Bank of Boston, at cost 40,369 40,369
Loans receivable, net
(net of allowance for loan losses of $13,725 and $13,233) 925,707 977,174
Accrued interest receivable 8,532 7,928
Mortgage servicing rights 5,481 4,881
Office properties and equipment, net 22,769 24,038
Real estate owned 175 175
Bank-Owned Life Insurance 34,669 33,764
Goodwill 1,110 1,145
Prepaid expenses and other assets 8,259 7,255
----------- -----------
Total assets $ 1,746,680 $ 1,671,065
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 758,814 $ 707,416
FHLB advances and other borrowings 832,885 814,764
Advance payments by borrowers for taxes and insurance 4,443 5,868
Accrued interest payable 4,758 5,997
Other liabilities 26,067 25,462
----------- -----------
Total liabilities 1,626,967 1,559,507
----------- -----------
Stockholders' equity:
Common stock 87 87
Additional paid-in capital 85,729 85,585
Retained earnings 74,423 70,048
Accumulated other comprehensive income 4,803 2,551
Unallocated ESOP shares (3,098) (3,098)
Unearned stock incentive plan (1,559) (2,998)
Treasury stock (40,672) (40,617)
----------- -----------
Total stockholders' equity 119,713 111,558
----------- -----------
Total liabilities and stockholders' equity $ 1,746,680 $ 1,671,065
=========== ===========
See accompanying notes to consolidated financial statements.
2
FIRSTFED AMERICA BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------- -------------------------
2001 2000 2001 2000
---------- ---------- ----------- ----------
(UNAUDITED)
Interest and dividend income:
Loans $ 17,990 $ 19,514 $ 36,928 $ 37,559
Investment securities 405 134 688 231
Mortgage-backed securities 8,556 8,483 16,712 17,088
Federal Home Loan Bank stock 570 695 1,199 1,298
---------- ---------- ----------- ----------
Total interest and dividend income 27,521 28,826 55,527 56,176
---------- ---------- ----------- ----------
Interest expense:
Deposits 6,637 6,492 13,345 12,705
Borrowed funds 11,656 13,596 23,831 25,954
---------- ---------- ----------- ----------
Total interest expense 18,293 20,088 37,176 38,659
---------- ---------- ----------- ----------
Net interest income before loan loss provision 9,228 8,738 18,351 17,517
Provision for loan losses 300 300 600 600
---------- ---------- ----------- ----------
Net interest income after loan loss provision 8,928 8,438 17,751 16,917
Non-interest income:
Service charges on deposit accounts 481 401 933 742
Loan servicing income 71 378 398 752
Insurance commission income 259 284 513 529
Trust fee income 347 237 690 398
Earnings on Bank-Owned Life Insurance 445 410 905 810
Gain on sale of mortgage loans, net 588 135 1,461 153
Gain on sale of securities available for sale 253 -- 1,003 --
Other income 16 567 523 994
---------- ---------- ----------- ----------
Total non-interest income 2,460 2,412 6,426 4,378
---------- ---------- ----------- ----------
Non-interest expense:
Compensation and employee benefits 4,482 4,636 9,125 8,944
Office occupancy and equipment 1,080 1,099 2,163 2,163
Data processing 500 435 999 831
Advertising and business promotion 187 272 454 605
Federal deposit insurance premiums 34 36 67 69
Other expense 897 1,169 1,827 2,033
---------- ---------- ----------- ----------
Total non-interest expense 7,180 7,647 14,635 14,645
---------- ---------- ----------- ----------
Income before income tax expense 4,208 3,203 9,542 6,650
Income tax expense 1,376 1,007 3,213 2,081
---------- ---------- ----------- ----------
Net income before cumulative effect of accounting change 2,832 2,196 6,329 4,569
Cumulative effect of change in accounting for derivative
instruments and hedging activities, net of $237 tax benefit -- -- (461) --
---------- ---------- ----------- ----------
Net income $ 2,832 $ 2,196 $ 5,868 $ 4,569
========== ========== =========== ==========
Basic earnings per share before cumulative effect of accounting change $ 0.49 $ 0.37 $ 1.10 $ 0.77
Cumulative effect of accounting change -- -- (0.08) --
---------- ---------- ----------- ----------
Basic earnings per share $ 0.49 $ 0.37 $ 1.02 $ 0.77
========== ========== =========== ==========
Diluted earnings per share before cumulative effect of accounting change $ 0.48 $ 0.37 $ 1.09 $ 0.77
Cumulative effect of accounting change -- -- (0.08) --
---------- ---------- ----------- ----------
Diluted earnings per share $ 0.48 $ 0.37 $ 1.01 $ 0.77
========== ========== =========== ==========
Weighted average shares outstanding - basic 5,771,113 5,908,173 5,739,936 5,941,770
========== ========== =========== ==========
Weighted average shares outstanding - diluted 5,841,682 5,920,241 5,803,159 5,941,770
========== ========== =========== ==========
See accompanying notes to consolidated financial statements.
3
FIRSTFED AMERICA BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
UNALLOCATED
ACCUMULATED 1997
OTHER STOCK-BASED
ADDITIONAL COMPREHENSIVE UNALLOCATED INCENTIVE TOTAL
COMMON PAID-IN RETAINED INCOME ESOP PLAN(SIP) TREASURY STOCKHOLDERS'
STOCK CAPITAL EARNINGS (LOSS) SHARES SHARES STOCK EQUITY
------ --------- -------- ------------ ----------- ----------- -=------ -------------
Balance at March 31, 2001 $87 $ 85,585 $ 70,048 $ 2,551 $(3,098) $(2,998) $(40,617) $ 111,558
Earned SIP stock awards -- (155) -- -- -- 1,439 -- 1,284
Earned ESOP shares charged to expense -- 300 -- -- -- -- -- 300
Stock options exercised -- (1) -- -- -- -- -- (1)
Cash dividends declared and paid
(1st quarter at $0.10 per share;
2nd quarter at $0.14 per share) -- -- (1,493) -- -- -- -- (1,493)
Common stock acquired for certain
employee benefit plans
(3,331 shares at an average price
of $16.34 per share) -- -- -- -- -- -- (55) (55)
Comprehensive income:
Net income -- -- 5,868 -- -- -- -- 5,868
Other comprehensive income, net of tax
Unrealized holding gains on
available for sale securities -- -- -- 4,342 -- -- -- --
Reclassification adjustment for
losses (gains) included in net
income -- -- -- (1,003) -- -- -- --
-------
Net unrealized gains -- -- -- 3,339 -- -- --
Tax effect -- -- -- (1,087) -- -- -- --
-------
Net-of-tax effect -- -- -- 2,252 -- -- -- 2,252
---------
Total comprehensive income -- -- -- -- -- -- -- 8,120
--- -------- -------- ------- ------- ------- -------- ---------
Balance at September 30, 2001 $87 $ 85,729 $ 74,423 $ 4,803 $(3,098) $(1,559) $(40,672) $ 119,713
=== ======== ======== ======= ======= ======= ======== =========
See accompanying notes to consolidated financial statements.
4
FIRSTFED AMERICA BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
FOR THE SIX MONTHS
ENDED SEPTEMBER 30,
---------------------------
2001 2000
--------- -----------
Cash flows from operating activities:
Net income $ 5,868 $ 4,569
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization (accretion) of:
Premium (discount) on investment and mortgage-backed securities 91 (301)
Deferred loan origination costs (706) (38)
Mortgage servicing rights 1,587 1,226
Goodwill 46 42
Provision for loan losses 600 600
Gains on sales of:
Mortgage loans (1,461) (153)
Investment securities available for sale (750) --
Mortgage-backed securities available for sale (253) --
Office properties and equipment (105) --
Net proceeds from sales of mortgage loans 248,692 34,306
Origination of mortgage loans held for sale (239,780) (35,646)
Earnings on Bank-Owned Life Insurance (905) (810)
Unrealized (gain) loss on trading securities 401 (128)
Depreciation of office properties and equipment 649 1,382
Appreciation in fair value of ESOP shares 300 97
Earned SIP shares 1,284 1,280
Increase or decrease in:
Accrued interest receivable (604) (672)
Other assets (2,079) 599
Accrued interest payable (1,239) (187)
Other liabilities 605 (1,952)
--------- -----------
Net cash provided by operating activities 12,241 4,214
--------- -----------
Cash flows from investing activities:
Purchase of investment securities available for sale (14,921) --
Purchase of trading securities (173) (100)
Purchase of mortgage-backed securities available for sale (217,880) --
Payments received on mortgage-backed securities available for sale 106,715 46,041
Proceeds from sale of investment securities available for sale 753 --
Proceeds from sale of mortgage-backed securities available for sale 19,820 --
Payments received on mortgage-backed securities held to maturity 866 156
Purchase of Federal Home Loan Bank stock -- (4,327)
Net decrease (increase) in loans 51,573 (107,672)
Purchase of office properties and equipment (374) (1,172)
Proceeds from sales of office properties and equipment 1,099 --
--------- -----------
Net cash used in investing activities (52,522) (67,074)
--------- -----------
Cash flows from financing activities:
Net increase in deposits 51,398 2,252
Proceeds from FHLB advances and other borrowings 717,915 2,761,147
Repayments on FHLB advances and other borrowings (699,794) (2,689,752)
Net change in advance payments by borrowers for taxes and insurance (1,425) (84)
Cash dividends paid (1,493) (1,119)
Payments to acquire common stock for treasury stock and stock options exercised (56) (3,727)
--------- -----------
Net cash provided by financing activities 66,545 68,717
--------- -----------
Net increase in cash and cash equivalents 26,264 5,857
Cash and cash equivalents at beginning of period 23,213 20,970
--------- -----------
Cash and cash equivalents at end of period $ 49,477 $ 26,827
========= ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 38,415 $ 38,846
========= ===========
Income taxes $ 5,021 $ 3,304
========= ===========
Supplemental disclosures of noncash investing activities:
Property acquired in settlement of loans $ -- $ 106
========= ===========
See accompanying notes to consolidated financial statements.
5
FIRSTFED AMERICA BANCORP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of FIRSTFED AMERICA BANCORP, INC. (the "Company"), its wholly-owned
subsidiaries, First Federal Savings Bank of America (the "Bank"), FAB FUNDING
CORPORATION ("FAB FUNDING") and FIRSTFED INSURANCE AGENCY, LLC (the "Agency"),
and its 65% interest in FIRSTFED TRUST COMPANY, N.A. (the "Trust Company"). The
remaining 35% interest of the Trust Company is held by M/D Trust, LLC, a
minority owner. The Bank includes its wholly-owned subsidiaries, FIRSTFED
MORTGAGE CORPORATION, FIRSTFED INVESTMENT CORPORATION, and CELMAC INVESTMENT
CORPORATION.
The interim consolidated financial statements reflect all normal and
recurring adjustments which are, in the opinion of management, considered
necessary for a fair presentation of the financial condition and results of
operations for the periods presented. The results of operations for the three
months and six months ended September 30, 2001 are not necessarily indicative of
the results of operations that may be expected for all of fiscal year 2002.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, pursuant to the rules and regulations of the
Securities and Exchange Commission.
These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report to Stockholders on Form 10-K for the
fiscal year ended March 31, 2001.
(2) IMPACT OF RECENT ACCOUNTING STANDARDS
On April 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" and recognized an after-tax loss from the cumulative effect of
adoption of $461,000, or $0.08 per share, representing the initial adjustment to
fair value of certain derivative instruments, including a pre-tax adjustment of
$743,000 related to interest rate swaps designed to reduce its exposure to
interest rate changes, partially offset by a pre-tax adjustment of $45,000
related to commitments to originate and sell mortgage loans for sale that hedge
its secondary market activities. Changes to the fair value of derivative
instruments are recognized in non-interest income each quarter, and net
reductions to pre-tax income of $355,000, or approximately $0.04 per share, and
$67,000, or approximately $0.01 per share, were recognized for the second
quarter and first six months, respectively, of fiscal year 2002.
On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations" and SFAS No. 142, "Accounting for Goodwill and
Other Intangible Assets." SFAS No. 141 requires business combinations initiated
after June 30, 2001 to be accounted for using the purchase method. Under SFAS
No. 142 goodwill will no longer be amortized, and will instead be subject to
assessment for impairment, and intangible assets with finite useful lives will
continue to be amortized over their useful lives. The Company will adopt SFAS
No. 142 on April 1, 2002. At June 30, 2001, the Company had $1.1 million of
goodwill on its balance sheet with an annual amortization rate of approximately
$92,000.
6
(3) PENDING ACQUISITION
On October 1, 2001, the Company and People's Bancshares, Inc. ("People's"),
New Bedford, Massachusetts, jointly announced that they had signed a definitive
agreement pursuant to which the Company will acquire People's for approximately
$72 million in cash and stock. People's had total assets of $928.5 million,
total deposits of $576.2 million and total stockholders' equity of $38.0 million
at September 30, 2001. Under the terms of the merger agreement, People's
stockholders can elect to receive either 1.2644 shares of the Company's common
stock (and cash in lieu of any fractional share) or $22.00 in cash for each
share of People's common stock they own. The value of the FIRSTFED common stock
will be evaluated during a 20-day measurement period shortly before the closing
of the merger. If during this period the average closing price of the FIRSTFED
stock declines below $13.92 (causing the value of 1.2644 shares of FIRSTFED
stock to be less than $17.60), and the market value of FIRSTFED common stock
underperforms the "SNL New England Thrift Index" by more than 15%, People's has
the right to terminate the merger. FIRSTFED would have the right to cancel the
termination by increasing the number of shares of FIRSTFED stock it is to
exchange to a specified level. If the average closing price of FIRSTFED common
stock during the measurement period increases to $20.88 or more, the value of
the shares of FIRSTFED common stock to be exchanged for each share of People's
common stock will be limited to $26.40. The elections of People's shareholders
will be subject to the requirement that 55% of People's shares be exchanged for
cash and 45% be exchanged for the Company's common stock. Upon consummation of
the merger, former shareholders of People's will own approximately 23% of the
Company's outstanding shares. The transaction, which would increase the
Company's assets from $1.7 billion as of September 30, 2001 to approximately
$2.7 billion, is expected to be completed in the fourth quarter of fiscal year
2002, subject to certain conditions including approval of the shareholders and
regulators of both companies. In accordance with SFAS No. 141 and SFAS No. 142,
the Company will use the purchase method of accounting for the merger, as well
as the new accounting standards for goodwill and other intangible assets.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
The Company's primary business is attracting retail deposits from the
general public and investing those deposits and other borrowed funds in loans,
mortgage-backed securities, U.S. Government securities and other securities. The
Company originates commercial, consumer, and mortgage loans for investment, and
mortgage loans for sale in the secondary market. The Company's primary sources
of funds are deposits, principal and interest payments on loans and
mortgage-backed securities, proceeds from the sale of loans and securities, FHLB
advances, and other borrowings.
The Company's results of operations are primarily dependent on net interest
income, which is the difference between the income earned on its loan,
investment and mortgage-backed securities portfolios, and its cost of funds,
consisting of the interest paid on deposits and borrowings. Results of
operations are also affected by the Company's provision for loan losses and
non-interest income including service charges on deposit accounts, loan
servicing income, revenue from the Trust Company and Agency operations, earnings
on Bank-Owned Life Insurance ("BOLI"), gains on sale of loans and investment
securities, and other income. The Company's non-interest expense consists of
compensation and employee benefits, office occupancy and equipment expense, data
processing expense, advertising and business promotion, federal deposit
insurance premiums, and other expenses. Results of operations of the Company are
also significantly affected by general economic and competitive conditions,
particularly changes in interest rates, government policies and the actions of
regulatory authorities.
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identified by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on the
operations of the Company and the subsidiaries include, but are not limited to,
changes in: interest rates, general economic conditions, legislative/regulatory
changes, monetary and fiscal policies of the U.S. Government, including policies
of the U.S. Treasury and the Federal Reserve Board, the quality or composition
of the loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Company's market area and
accounting principles and guidelines. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information on the Company and its
business, including additional factors that could materially affect the
Company's financial results, is included in the Company's filings with the
Securities and Exchange Commission.
Subject to applicable laws and regulations, the Company does not undertake
- and specifically disclaims any obligation - to publicly release the result of
any revisions which may be made to any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
8
RESULTS OF OPERATIONS
OVERVIEW
Net income increased $636,000, or 29.0%, to $2.8 million for the second
quarter of fiscal year 2002 from $2.2 million for the second quarter of fiscal
year 2001. Diluted earnings per share ("EPS") increased 29.7% to $0.48 for the
second quarter of fiscal year 2002 from $0.37 per share for the second quarter
of fiscal year 2001. Income before income tax expense increased $1.0 million, or
31.4%, to $4.2 million, as a result of increases in net interest income of
$490,000 and non-interest income of $48,000 and a decrease in non-interest
expense of $467,000.
Year to date net income before the cumulative effect of adoption of SFAS
No. 133 was $6.3 million for the first six months of fiscal year 2002, an
increase of $1.7 million, or 38.5%, from net income of $4.6 million for the
first six months of fiscal year 2001. After the cumulative effect of adoption of
SFAS No. 133, net income was $5.9 million for the first six months of fiscal
year 2002, an increase of $1.3 million, or 28.4%, as compared to the first six
months of fiscal year 2001. Diluted EPS before the cumulative effect of adoption
of SFAS No. 133 increased 41.6% to $1.09 for the first six months of fiscal year
2002 from $0.77 for the first six months of fiscal year 2001. After the
cumulative effect of adoption of SFAS No. 133, diluted EPS was $1.01 for the
first six months of fiscal year 2002, an increase of 31.1% as compared to the
first six months of fiscal year 2001. Income before income tax expense increased
$2.9 million, or 43.5%, to $9.5 million, as a result of increases in net
interest income of $834,000 and non-interest income of $2.0 million and a
decrease in non-interest expense of $10,000. The growth in EPS for the second
quarter and year to date periods of fiscal year 2002, compared to the same
periods of fiscal year 2001, was caused by the growth in net income and a
reduction in shares outstanding as a result of the Company's stock repurchases.
Return on average stockholders' equity increased to 9.56% for the second
quarter of fiscal year 2002 and 9.89% for the first six months of fiscal year
2002, compared to 8.40% and 8.83% for the respective periods of fiscal year
2001. Return on average assets increased to 0.65% for the second quarter of
fiscal year 2002 and 0.68% for the first six months of fiscal year 2002,
compared to 0.53% and 0.56% for the respective periods of fiscal year 2001.
NET INTEREST INCOME
Net interest income before provision for loan losses increased $490,000, or
5.6%, to $9.2 million for the second quarter of fiscal year 2002 from $8.7
million for the second quarter of fiscal year 2001, primarily due to growth in
investment and mortgage-backed securities funded by an increase in deposits and
a decline in loans receivable, as well as a decline in the cost of borrowings.
The net interest rate spread and net interest margin were 1.97% and 2.25% for
the second quarter of fiscal year 2002, compared to 1.99% and 2.23%,
respectively, for the second quarter of fiscal year 2001.
Year to date net interest income before provision for loan losses increased
$834,000, or 4.8%, to $18.3 million for the first six months of fiscal year 2002
from $17.5 million for the first six months of fiscal year 2001, primarily due
to growth in loans receivable and investment and mortgage-backed securities
funded by increases in deposits and FHLB advances and other borrowings, as well
as a decline in the cost of borrowings. The net interest rate spread and net
interest margin were 1.93% and 2.27% for the first six months of fiscal year
2002, compared to 2.00% and 2.28%, respectively, for the first six months of
fiscal year 2001.
The increases in net interest income and the average balances of
interest-earning assets and interest-bearing liabilities during the second
quarter and year to date periods of fiscal year 2002, compared to the same
periods of fiscal year 2001, were due to several key factors. Consumer
preferences in a declining market interest rate environment resulted in the
Company's shift to origination of fixed-rate mortgages that are generally sold
in the
9
secondary market, from origination of adjustable-rate mortgages that are
generally retained for portfolio. In addition, prepayment speeds on mortgage
loans increased due primarily to refinancing activity. This economic
environment, combined with the Company's business development and cross-selling
efforts, contributed to growth in commercial and consumer loans and deposits.
Lastly, the growth in investment and mortgage-backed securities resulted from
management's strategy to maintain the Company's leverage in fiscal year 2002.
The following tables set forth certain information relating to the Company
for the periods indicated. Net interest income is a function of both the
relative amounts of interest-earning assets and interest-bearing liabilities,
and the interest rates earned or paid on them. Income from BOLI is excluded from
interest income, and the BOLI cash value balances are excluded from
interest-earning assets. The average yields and costs are derived by dividing
income or expense by the average balance of interest-earning assets or
interest-bearing liabilities, respectively, for the periods shown. Average
balances are derived from the best available daily or monthly data, which
management believes approximates the average balances computed on a daily basis.
The yields and the costs include fees, premiums and discounts which are
considered adjustments to yields.
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
------------------------------------------------------------------------------------
2001 2000
----------------------------------------- -----------------------------------------
AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST COST BALANCE INTEREST COST
----------------------------------------- -----------------------------------------
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
Assets:
Interest-earning assets:
Loans receivable, net and
mortgage loans held for sale (1) $ 961,078 $17,990 7.49% $ 991,721 $19,514 7.87%
Investment securities (2) 78,080 975 4.95 46,121 829 7.13
Mortgage-backed securities (3) 587,750 8,556 5.82 514,180 8,483 6.60
---------------------------------- -------------------------------------
Total interest-earning assets 1,626,908 27,521 6.77 1,552,022 28,826 7.43
---------------------- ---------------------
Noninterest-earning assets 103,103 98,887
----------- ------------
Total assets $ 1,730,011 $ 1,650,909
=========== ============
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Deposits (4) $ 655,737 6,637 4.02 $ 609,101 6,492 4.23
FHLB advances and other borrowings 855,994 11,656 5.40 855,519 13,596 6.31
---------------------------------- --------------------------------------
Total interest-bearing liabilities 1,511,731 18,293 4.80 1,464,620 20,088 5.44
---------------------- ---------------------
Noninterest-bearing liabilities (5) 100,787 82,561
----------- ------------
Total liabilities 1,612,518 1,547,181
Stockholders' equity 117,493 103,728
----------- ------------
Total liabilities and
stockholders' equity $ 1,730,011 $ 1,650,909
=========== ============
Net interest rate spread (6) $ 9,228 1.97% $ 8,738 1.99%
====================== ==================
Net interest margin (7) 2.25% 2.23%
======== ========
Ratio of interest-earning assets to
interest-bearing liabilities 107.62% 105.97%
========= =========
10
FOR THE SIX MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------------
2001 2000
------------------------------------------- -----------------------------------------
AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST COST BALANCE INTEREST COST
------------------------------------------- -----------------------------------------
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
Assets:
Interest-earning assets:
Loans receivable, net and
mortgage loans held for sale (1) $ 982,759 $36,928 7.52% $ 961,685 $37,559 7.81%
Investment securities (2) 72,850 1,887 5.17 43,476 1,529 7.01
Mortgage-backed securities (3) 555,440 16,712 6.02 525,756 17,088 6.50
---------------------------------- ------------------------------------
Total interest-earning assets 1,611,049 55,527 6.89 1,530,917 56,176 7.34
--------------------- --------------------
Noninterest-earning assets 103,572 100,284
----------- -----------
Total assets $ 1,714,621 $ 1,631,201
=========== ===========
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Deposits (4) $ 646,679 13,345 4.12 $ 608,107 12,705 4.17
FHLB advances and other borrowings 848,651 23,831 5.60 835,697 25,954 6.19
---------------------------------- ------------------------------------
Total interest-bearing liabilities 1,495,330 37,176 4.96 1,443,804 38,659 5.34
--------------------- --------------------
Noninterest-bearing liabilities (5) 100,999 84,146
----------- -----------
Total liabilities 1,596,329 1,527,950
Stockholders' equity 118,292 103,251
----------- -----------
Total liabilities and
stockholders' equity $ 1,714,621 $ 1,631,201
=========== ===========
Net interest rate spread (6) $ 18,351 1.93% $ 17,517 2.00%
================= ====================
Net interest margin (7) 2.27% 2.28%
======== ==========
Ratio of interest-earning assets to
interest-bearing liabilities 107.74% 106.03%
========== ============
-----------
(1) Amount is net of deferred loan origination costs, undisbursed proceeds of
construction mortgages in process, allowance for loan losses and includes
non-performing loans.
(2) Includes short-term investments, investments in trading securities,
investment securities available for sale and held to maturity, and FHLB
stock.
(3) Consists of mortgage-backed securities available for sale and held to
maturity.
(4) Includes the net effect of payments related to interest rate swaps.
(5) Consists primarily of business checking accounts.
(6) Net interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.
(7) Net interest margin represents net interest income as a percentage of
average interest-earning assets.
11
PROVISION FOR LOAN LOSSES
The Company's provision for loan losses remained unchanged at $300,000 for
the second quarters of fiscal years 2002 and 2001, and $600,000 for the first
six months of fiscal years 2002 and 2001. The allowance for loan losses was
$13.7 million, or 1.46% of loans receivable, at September 30, 2001, compared to
$13.2 million, or 1.34% of loans receivable, at March 31, 2001.
The provision for loan losses is based on management's assessment of the
loan loss reserve level, the existing loan portfolio, current market conditions,
and the volume and mix of new originations. To the extent the Company
experiences increases in the overall balance of its loan portfolio or further
increases its concentrations of loans which bear a higher degree of risk than
one-to-four family loans, the Company anticipates further increases in its
allowance for loan losses through continued provisions for loan losses.
For additional information on the amount of the allowance and the process
for evaluating its adequacy, see "Financial Condition - Asset Quality."
NON-INTEREST INCOME
Non-interest income increased $48,000, or 2.0%, to $2.5 million for the
second quarter of fiscal year 2002 from $2.4 million for the second quarter of
fiscal year 2001. This increase was primarily attributable to increases of
$453,000 in gain on sale of mortgage loans, net, $253,000 in gain on sale of
securities available for sale, $110,000 in trust fee income, and $80,000 in
service charges on deposit accounts, substantially offset by decreases of
$307,000 in loan servicing income and $551,000 in other non-interest income.
Year to date non-interest income increased $2.0 million, or 46.8%, to $6.4
million for the first six months of fiscal year 2002 from $4.4 million for the
first six months of fiscal year 2001. This increase was primarily attributable
to increases of $1.3 million in gain on sale of mortgage loans, net, $1.0
million in gain on sale of securities available for sale, $292,000 in trust fee
income, and a $191,000 in service charges on deposit accounts, partially offset
by decreases of $354,000 in loan servicing income and $471,000 in other
non-interest income.
The increases in gain on sale of mortgage loans were due primarily to a
higher volume of fixed rate loans originated for sale and more favorable loan
pricing during fiscal year 2002. In addition, a reduction in the gain of
$237,000 for the second quarter of fiscal year 2002 and an increase in the gain
of $25,000 for the first six months of fiscal year 2002 were recognized as a
result of changes in fair value of derivative instruments utilized in secondary
market hedging activities following the adoption of SFAS No. 133 on April 1,
2001. Management of the Company believes that the adoption of SFAS No. 133 has
introduced the potential for greater volatility to quarterly earnings due to
valuation changes and accelerated recognition of gains or losses in the
Company's mortgage banking activities. However, such effects are expected to
offset over time. The increases in trust fee income were due to continued growth
at the Trust Company, which opened in February 2000. The increase in service
charges on deposit accounts was due primarily to a higher fee rate structure.
The decreases in loan servicing income were due primarily to a $240,000
addition to the valuation reserve for mortgage servicing rights during the
second quarter of fiscal year 2002. The decreases in other non-interest income
were due primarily to reductions in the fair value of investments in trading
securities of $347,000 in the second quarter of fiscal year 2002 and $530,000 in
the first six months of fiscal year 2002, as compared to the same periods of
fiscal year 2001. In addition, changes in the fair value of interest rate swaps
reduced other non-interest income by $118,000 for the second quarter of fiscal
year 2002 and $92,000 for the first six months of fiscal year 2002.
12
NON-INTEREST EXPENSE
Non-interest expense decreased $467,000, or 6.1%, to $7.2 million for the
second quarter of fiscal year 2002 from $7.6 million for the second quarter of
fiscal year 2001, due primarily to decreases of $154,000 in compensation and
benefits and $272,000 in other non-interest expense. Year to date non-interest
expense remained essentially flat at $14.6 million for the first six months of
fiscal year 2002 and the first six months of fiscal year 2001, due primarily to
an increase of $181,000 in compensation and benefits, partially offset by a
decrease of $206,000 in other non-interest expense. These changes were due
primarily to the accounting impact of market price fluctuations of FIRSTFED
stock and other investments held by certain employee benefit plans.
INCOME TAXES
Income tax expense increased $369,000, or 36.6%, to $1.4 million for the
second quarter of fiscal year 2002 from $1.0 million for the second quarter of
fiscal year 2001. Year to date income tax expense increased $1.1 million, or
54.4%, to $3.2 million for the first six months of fiscal year 2002 from $2.1
million for the first six months of fiscal year 2001. These increases were due
primarily to increased income before income tax expense. The Company's effective
tax rate increased to 33.7% during the first six months of fiscal year 2002 from
31.3% for the first six months of fiscal year 2001, due primarily to the effects
of increased state taxes and appreciation of FIRSTFED stock contributed to the
Company's Employee Stock Ownership Plan.
13
FINANCIAL CONDITION
OVERVIEW
Total assets increased $75.6 million, or 4.5%, to $1.747 billion at
September 30, 2001 from $1.671 billion at March 31, 2001. This growth was
primarily attributable to increases of $94.4 million in mortgage-backed
securities available for sale, $26.4 million in short-term investments, and
$15.4 million in investment securities available for sale, partially offset by
decreases of $51.5 million in loans receivable, net, and $9.7 million in
mortgage loans held for sale. The 5.3% decrease in loans receivable, net,
included a decrease of $87.2 million, or 11.9%, in the mortgage portfolio due
primarily to refinancing activity, partially offset by increases of $29.2
million, or 21.0%, in the commercial loan portfolio and $7.0 million, or 6.0%,
in the consumer loan portfolio. Balance sheet growth was primarily funded by
increases of $51.4 million, or 7.3%, in deposit balances and $18.1 million, or
2.2%, in FHLB advances and other borrowings during the first six months of
fiscal year 2002. The increase in deposits included increases of $31.3 million
in certificate accounts and $20.0 million in demand and savings accounts.
Total stockholders' equity increased $8.1 million, or 7.3%, to $119.7
million at September 30, 2001, from $111.6 million at March 31, 2001. The
increase is due primarily to $5.9 million in net income, a $2.3 million increase
in the fair market value of securities available for sale, net of tax, and $1.3
million in earned Stock-based Incentive Plan awards, partially offset by $1.5
million in dividends paid to stockholders. Stockholders' equity to assets was
6.85% at September 30, 2001, compared to 6.68% at March 31, 2001. Book value per
share increased 5.4% to $20.62 at September 30, 2001 from $19.57 at March 31,
2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, principal and interest
payments on loans and mortgage-backed securities, proceeds from the sale of
loans and securities, FHLB advances, and other borrowings. While maturities and
scheduled amortization of loans are predictable sources of funds, deposit flows
and mortgage prepayments are influenced by general interest rates, economic
conditions and competition.
The Company's most liquid assets are cash, short-term investments, mortgage
loans held for sale, investments in trading securities, investment securities
available for sale, and mortgage-backed securities available for sale. The
levels of these assets are dependent on the Company's operating, financing,
lending and investing activities during any given period. At September 30, 2001,
cash, short-term investments, mortgage loans held for sale, investments in
trading securities, investment securities available for sale, and
mortgage-backed securities available for sale totaled $698.3 million, or 40.0%
of total assets.
The Company has other sources of liquidity if a need for additional funds
arises, including a $25.0 million FHLB secured line of credit, FHLB advances,
and other borrowings. At September 30, 2001, the Company had $832.9 million in
advances outstanding from the FHLB and other borrowings, and an additional
borrowing capacity from the FHLB of $151.4 million. The Company uses FHLB
advances and other borrowings to fund asset growth and other cash flow needs,
and may continue to do so in the future, depending on market conditions, the
pricing of deposit products, and the pricing of FHLB advances and other
borrowings.
At September 30, 2001, the Company had commitments to originate loans and
unused outstanding lines of credit and undistributed balances of construction
loans totaling $202.6 million. The Company anticipates that it will have
sufficient funds available to meet its current loan origination commitments.
Certificate of deposit accounts scheduled to mature in less than one year from
September 30, 2001 totaled $305.0 million. Based upon historical experience with
deposit retention, the Company expects that it will retain a majority of
maturing certificate accounts.
14
At September 30, 2001, the Bank exceeded all of its regulatory capital
requirements. The Bank's tangible capital of $108.6 million, or 6.27% of total
adjusted assets, was above the required level of $34.6 million or 2.0%; core
capital of $108.6 million, or 6.27% of total adjusted assets, was above the
required level of $69.2 million, or 4.0%; risk-based capital of $117.7 million,
or 13.32% of risk-weighted assets, was above the required level of $70.7 million
or 8.0%, and Tier 1 risk-based capital of $108.6 million, or 12.08% of
risk-weighted assets, was above the required level of $35.3 million or 4.0%. The
Bank is considered a "well capitalized" institution under the OTS prompt
corrective action regulations. The Trust Company is subject to similar
regulatory capital requirements, and exceeded all of its capital requirements at
September 30, 2001
MARKET RISK AND MANAGEMENT OF INTEREST-RATE RISK
The principal market risk affecting the Company is interest-rate risk. The
principal objective of the Company's interest rate risk management function is
to evaluate the interest rate risk included in certain balance sheet accounts,
determine the level of risk appropriate given the Company's business strategy,
operating environment, capital and liquidity requirements and performance
objectives, and manage the risk consistent with Board of Directors' approved
guidelines. Through such management, the Company seeks to reduce the
vulnerability of its operations to changes in interest rates. The Company
monitors its interest rate risk as such risk relates to its operating
strategies. The Company's Board of Directors has established an Asset/Liability
Committee, responsible for reviewing its asset/liability policies and interest
rate risk position, which meets on a monthly basis and reports trends and
interest rate risk position to the Board of Directors on a quarterly basis. The
extent of the movement of interest rates is an uncertainty that could have a
negative impact on the earnings of the Company.
The Company has primarily utilized the following strategies to manage
interest rate risk: (1) emphasizing the origination and retention of
adjustable-rate and shorter-term (generally ten years or less) fixed-rate,
one-to-four family mortgage loans; (2) selling in the secondary market
longer-term, fixed-rate mortgage loans originated while generally retaining the
servicing rights on such loans; and (3) investing primarily in adjustable-rate
mortgage-backed securities and short-term fixed-rate collateralized mortgage
obligations ("CMOs"). In conjunction with its mortgage banking activity, the
Company uses forward contracts in order to reduce exposure to interest-rate
risk. The amount of forward coverage of the "pipeline" of mortgages is managed
on a day-to-day basis by an operating officer, within Board approved policy
guidelines, based on the Company's assessment of the general direction of
interest rates and levels of mortgage origination activity. In addition, the
Company has engaged in interest rate swap agreements to synthetically lengthen
its liability maturities.
The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring a bank's interest rate sensitivity "gap." An asset or liability is
said to be interest rate sensitive within a specific time period if it will
mature or reprice within that time period. The interest rate sensitivity gap is
defined as the difference between the amount of interest-earning assets maturing
or repricing within a specific time period and the amount of interest-bearing
liabilities maturing or repricing within that same time period. At September 30,
2001, the Company's cumulative one-year interest rate gap (which is the
difference between the amount of interest-earning assets and the amount of
interest-bearing liabilities maturing or repricing within one year) as a
percentage of total assets was a positive 6.4%. Accordingly, during a period of
falling interest rates, the Company's interest-earning assets would be expected
to reprice downward at a faster rate than its interest-bearing liabilities,
which, consequently, may negatively affect the Company's net interest income.
During a period of rising interest rates, the Company's interest-earning assets
would be expected to reprice upward at a faster rate than its interest-bearing
liabilities, which, consequently, may positively affect the Company's net
interest income.
15
Certain shortcomings are inherent in gap analysis. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may
fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. Additionally, certain
assets, such as adjustable-rate loans, have features which restrict changes in
interest rates both on a short-term basis and over the life of the asset.
Further, in the event of change in interest rates, prepayment and early
withdrawal levels would likely deviate significantly from those assumed in
calculating the cumulative one year interest rate gap. Finally, the ability of
some borrowers to service their adjustable-rate loans may decrease in the event
of an interest rate increase.
The Company's interest rate sensitivity is also monitored by management
through the use of a model which generates estimates of the change in the
Company's net interest income ("NII") and net portfolio value ("NPV") over a
range of interest rate scenarios. NPV is the present value of expected cash
flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio,
under any interest rate scenario, is defined as the NPV in that scenario divided
by the estimated market value of assets in the same scenario. The OTS produces a
similar analysis for the Bank using its own model, based upon data submitted on
the Bank's quarterly Thrift Financial Report, the results of which may vary from
the Company's internal model primarily due to differences in assumptions
utilized between the Company's internal model and the OTS model, including
estimated loan prepayment rates, reinvestment rates and deposit renewal rates.
Certain shortcomings are inherent in the methodology used in the above
interest rate risk measurements. Modeling changes in NPV require certain
assumptions which may or may not reflect the manner in which actual yields and
costs respond to changes in market interest rates. In this regard, the Company's
NPV model incorporates an assumption that the composition of the Company's
interest sensitive assets and liabilities existing at the beginning of a period
remains constant over the period being measured, and that a particular change in
interest rates is reflected uniformly across the yield curve regardless of the
duration to maturity or repricing of specific assets and liabilities.
Accordingly, although the NPV measurements and net interest income models
provide an indication of the Company's interest rate risk exposure at a
particular point in time, such measurements are not intended to, and do not,
provide a precise forecast of the effect of changes in market interest rates on
the Company's net interest income and may differ from actual results.
16
ASSET QUALITY
Non-Performing Assets. At September 30, 2001, non-accrual loans
totaled $410,000 and real estate owned ("REO") totaled $175,000. The Company
ceases to accrue interest on loans 90 days or more past due and charges off all
accrued interest. Foregone interest on non-accrual loans was $3,000 for the
three months ended September 30, 2001 and $8,000 for the six months ended
September 30, 2001.
The following table sets forth information regarding non-accrual loans
and REO:
AT SEPTEMBER 30, AT MARCH 31,
2001 2001
---------------- ------------
(DOLLARS IN THOUSANDS)
Non-accrual loans:
Mortgage loans:
One-to-four family ................................ $270 $ 431
Multi-family ...................................... -- --
Commercial real estate ............................ -- --
Commercial loans .................................. -- --
---- ------
Total mortgage loans ............................ 270 431
---- ------
Commercial loans .................................... 20 821
---- ------
Consumer loans:
Home equity lines ................................. -- --
Second mortgages .................................. 56 56
Other consumer loans .............................. 64 24
---- ------
Total consumer loans .......................... 120 80
---- ------
Total non-accrual loans ....................... 410 1,332
Real estate owned, net (1) 175 175
---- ------
Total non-performing assets ....................... $585 $1,507
==== ======
Allowance for loan losses as a percent
of loans (2) 1.46% 1.34%
Allowance for loan losses as a percent
of non-accrual loans (3) 3,348% 993%
Non- accrual loans as a percent
of loans (2)(3) 0.04% 0.13%
Non-performing assets as a percent
of total assets (4) 0.03% 0.09%
(1) REO balances are shown net of related valuation allowances.
(2) Loans includes loans receivable, net, excluding allowance for loan losses.
(3) Non-performing loans consist of all loans 90 days or more past due and
other loans which have been identified by the Company as presenting
uncertainty with respect to the collectability of interest or principal.
(4) Non-performing assets consist of non-performing loans and REO.
The decrease in non-performing assets during the first six months of fiscal
year 2002 included reductions of $801,000 in non-accrual commercial loans, due
primarily to a payment received from the Small Business Administration on a
non-accrual commercial loan in the first quarter of fiscal year 2002, and
$161,000 in non-accrual one-to-four family mortgage loans.
17
Allowance for Loan Losses. The allowance for loan losses is based on
management's estimate of the credit losses inherent in the loan portfolio. The
level of the allowance is based on management's ongoing review of the existing
loan portfolio and current market conditions, as well as the volume and mix of
new originations. Management's methodology to estimate loss exposure inherent in
the portfolio also includes analysis of individual loans deemed to be impaired,
allowance allocations for various loan types based on payment status or loss
experience, and an unallocated allowance that is maintained based on
management's assessment of many factors including trends in loan delinquencies
and charge-offs, current type, mix and balance of the portfolio, performance of
individual loans in relation to contract terms, and the perceived risk in the
relatively new and rapidly growing commercial loan portfolio. In addition, the
OTS and the FDIC, as an integral part of their examination process, periodically
review the Company's allowance for loan losses. Such agencies may require the
Company to make additional provisions for estimated loan losses based upon
judgments different from those of management.
The allowance for loan losses totaled $13.7 million at September 30, 2001,
an increase of $492,000, or 3.7%, as compared to $13.2 million at March 31,
2001. This increase in the allowance reflected management's assessment of the
loan portfolio and was based upon the greater concentrations of loans that bear
a higher degree of risk than one-to-four family loans, including commercial and
consumer loans. The Company will continue to monitor and modify its allowances
for loan losses as conditions dictate. While management believes the Company's
allowance for loan losses was sufficient to absorb losses inherent in its loan
portfolio at September 30, 2001, no assurances can be given that the Company's
level of allowance for loan losses will be sufficient to cover future loan
losses incurred by the Company or that future adjustments to the allowance for
loan losses will not be necessary if economic and other conditions differ
substantially from the economic and other conditions used by management to
determine the current level of the allowance for loan losses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
See the Section of Item 2 captioned, "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Financial Condition - Market
Risk and Management of Interest-Rate Risk" for quantitative and qualitative
information about market risk and its potential effect on the Company.
18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not engaged in any legal proceedings of a material nature at
the present time. From time to time, the Company is a party to routine legal
proceedings within the normal course of business. Such routine legal proceedings
in the aggregate are believed by management to be immaterial to the Company's
financial condition or results of operations.
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 VOTE OF SECURITY HOLDERS.
The annual meeting of stockholders was held July 26, 2001. The following
proposals were voted on by the stockholders:
WITHHELD/ BROKER
PROPOSAL FOR AGAINST ABSTAIN NON-VOTES
-------- --- ------- --------- ---------
1) Election of Directors:
Robert F. Stoico 4,607,625 - 1,186,149 -
John S. Holden, Jr. 5,053,842 - 739,932 -
2) Ratification of KPMG LLP as independent auditors
of the Company for the fiscal year ending March
31, 2002 5,776,170 16,031 1,573 -
ITEM 5. OTHER INFORMATION.
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
3.1 Certificate of Incorporation of FIRSTFED AMERICA BANCORP, INC. (1)
3.2 Bylaws of FIRSTFED AMERICA BANCORP, INC. (1)
4.0 Stock Certificate of FIRSTFED AMERICA BANCORP, INC. (1)
b) Reports on Form 8-K
None
(1) Incorporated by reference into this document from the Exhibits to Form
S-1, Registration Statement, and any amendments thereto, filed on
September 27, 1996, Registration No. 333-12855.
19
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, there unto duly authorized.
FIRSTFED AMERICA BANCORP, INC.
--------------------------------------------
Registrant
Date: November 9, 2001 /s/ Robert F. Stoico
--------------------------------------------
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 9, 2001 /s/ Edward A. Hjerpe III
--------------------------------------------
Executive Vice President, Chief Operating
Officer and Chief Financial Officer
(Principal Accounting and Financial Officer)
20