- --------------------------------------------------------------------------------
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 December 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.
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(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
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(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 5,379,157 shares
- -------------------------------------- --------------------------------
(Class) Outstanding at January 31, 2003
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FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Condensed Consolidated Balance Sheets -
At December 31, 2002 (unaudited) and At September 30, 2002...............................................2
Condensed Consolidated Statements of Earnings -
Three Months ended December 31, 2002 and 2001 (unaudited)................................................3
Condensed Consolidated Statement of Stockholders' Equity
Three Months Ended December 31, 2002 (unaudited).........................................................4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended December 31, 2002 and 2001 (unaudited)..............................................5-6
Notes to Condensed Consolidated Financial Statements (unaudited)........................................7-11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................................................12-19
Item 3. Quantitative and Qualitative Disclosure about Market Risk...........................................20
Item 4. Controls and Procedures............................................................................20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................................................21
Item 2. Changes in Securities and Use of Proceeds..........................................................21
Item 3. Defaults Upon Senior Securities....................................................................21
Item 4. Submission of Matters to a Vote of Security Holders................................................21
Item 5. Other Information..................................................................................21
Item 6. Exhibits and Reports on Form 8-K...................................................................22
SIGNATURES.....................................................................................................23
CERTIFICATIONS..............................................................................................24-25
1
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
($ in thousands, except per share amounts)
At
---------------------------
December 31, September 30,
Assets 2002 2002
---- ----
(unaudited)
Cash and due from banks................................................. $ 16,551 14,119
Interest-earning deposits............................................... 21,081 16,509
--------- -------
Total cash and cash equivalents................................ 37,632 30,628
Securities available for sale........................................... 259,396 272,624
Loans, net of allowance for loan losses of $4,475 and $4,519............ 494,512 499,364
Premises and equipment, net............................................. 14,942 14,721
Federal Home Loan Bank stock, at cost................................... 6,725 6,966
Cash surrender value of bank-owned life insurance....................... 16,378 16,128
Core deposit intangible, net............................................ 11,171 11,576
Other assets............................................................ 7,247 7,439
--------- -------
Total assets.............................................. $ 848,003 859,446
========= =======
Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing deposits........................................ 30,783 31,265
Interest-bearing deposits........................................... 549,160 556,166
--------- -------
Total deposits............................................ 579,943 587,431
Federal Home Loan Bank advances..................................... 129,500 129,500
Other borrowings.................................................... 32,202 34,834
Other liabilities................................................... 5,266 8,703
--------- -------
Total liabilities......................................... 746,911 760,468
--------- -------
Stockholders' equity:
Preferred stock, no par value, 20,000,000 shares authorized,
none issued or outstanding..................................... - -
Common stock, $.10 par value, 80,000,000 shares authorized,
5,528,957 and 5,528,452 issued................................. 553 553
Additional paid-in capital.......................................... 52,311 52,044
Retained earnings................................................... 51,982 50,809
Treasury stock, at cost, 150,000 shares............................. (2,680) (2,680)
Unallocated shares held by the employee stock ownership plan........ (4,328) (4,869)
Unallocated shares held by the restricted stock plan................ (2,203) (2,082)
Accumulated other comprehensive income.............................. 5,457 5,203
--------- -------
Total stockholders' equity................................ 101,092 98,978
--------- -------
Total liabilities and stockholders' equity................ $ 848,003 859,446
========= =======
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
December 31,
---------------------
2002 2001
------- ------
Interest and dividend income:
Loans ..................................................... $ 9,066 9,039
Securities and other....................................... 3,439 2,227
------- ------
Total interest and dividend income.................... 12,505 11,266
------- ------
Interest expense:
Deposits................................................... 4,124 4,203
Federal Home Loan Bank advances and other borrowings....... 1,834 1,968
------- ------
Total interest expense................................ 5,958 6,171
------- ------
Net interest income............................................ 6,547 5,095
Provision for loan losses...................................... 180 150
------- ------
Net interest income after provision for loan losses............ 6,367 4,945
------- ------
Noninterest income:
Fees and service charges................................... 663 414
Net gain on sale of loans held for sale.................... 236 92
Net gain on sale of securities available for sale.......... 194 4
Earnings on bank-owned life insurance...................... 250 175
Other...................................................... 219 149
------- ------
Total noninterest income.............................. 1,562 834
------- ------
Noninterest expense:
Salaries and employee benefits............................. 2,986 2,246
Occupancy expense.......................................... 852 611
Marketing and advertising.................................. 132 111
Data processing............................................ 165 122
Amortization of core deposit intangible.................... 405 -
Postage and office supplies................................ 182 105
Other...................................................... 1,052 677
------- ------
Total noninterest expense............................. 5,774 3,872
------- ------
Income before income taxes..................................... 2,155 1,907
Income taxes................................................... 659 573
------- ------
Net income..................................................... $ 1,496 1,334
======= ======
Earnings per share:
Basic...................................................... $ 0.30 0.26
======= ======
Diluted.................................................... $ 0.28 0.25
======= ======
Weighted-average common and common
equivalent shares outstanding (in thousands):
Basic...................................................... 5,049 5,118
======= ======
Diluted.................................................... 5,317 5,370
======= ======
Cash dividends per share....................................... $ .06 .05
======= ======
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statement of Stockholders' Equity (Unaudited)
For the Three Months Ended December 31, 2002
(In thousands, except share amounts)
Unallocated Accumulated
Shares Unallocated Other
Common Stock Additional Held Shares Compre- Total
------------------- Paid-In Retained Treasury by the Held by hensive Stockholders'
Shares Amount Capital Earnings Stock ESOP the RSP Income Equity
------ ------ ------- -------- ----- ---- ------- ------ -----------
Balance at September
30, 2002............... 5,528,452 $ 553 52,044 50,809 (2,680) (4,869) (2,082) 5,203 98,978
-------
Comprehensive income:
Net income............. - - - 1,496 - - - - 1,496
Net change in
unrealized gain
on securities
available for
sale, net of tax
of $149.............. - - - - - - - 254 254
-------
Comprehensive income...... 1,750
-------
5,048 shares acquired for
the RSP, at cost....... - - - - - - (121) - (121)
Proceeds from exercise
of stock options....... 505 - 7 - - - - - 7
Cash dividends ($.06
per share)............. - - - (323) - - - - (323)
Fair value of ESOP
shares allocated....... - - 260 - - 541 - - 801
--------- ----- ------ ------ ----- ----- ----- ----- -------
Balance at December 31,
2002................... 5,528,957 $ 553 52,311 51,982 (2,680) (4,328) (2,203) 5,457 101,092
========= ===== ====== ====== ===== ===== ===== ===== =======
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended
December 31,
--------------------
2002 2001
----- -----
Cash flows from operating activities:
Net income............................................................... $ 1,496 1,334
Adjustments to reconcile net income to net cash used in
operating activities:
Provision for loan losses........................................... 180 150
Depreciation........................................................ 393 278
Provision for deferred income taxes................................. 46 -
Amortization of core deposit intangible............................. 405 -
Net gain on sale of securities available for sale................... (194) (4)
Net gain on sale of loans held for sale............................. (236) (92)
Proceeds from sales of loans held for sale.......................... 9,282 6,374
Loans originated for sale........................................... (13,960) (10,134)
Earnings on bank-owned life insurance............................... (250) (175)
Net decrease (increase) in other assets............................. 237 (192)
Net decrease in other liabilities................................... (2,831) (2,741)
-------- ------
Net cash used in operating activities.......................... (5,432) (5,202)
-------- ------
Cash flows from investing activities:
Proceeds from calls, sales, maturities and repayment of securities
available for sale.................................................. 29,565 13,234
Purchase of securities available for sale................................ (15,740) (26,516)
Net decrease in loans.................................................... 9,316 12,234
Net redemption of FHLB stock............................................. 241 -
Purchases of premises and equipment...................................... (614) (1,696)
Net proceeds from sales of foreclosed assets............................. 225 -
-------- ------
Net cash provided by (used in) investing activities............ 22,993 (2,744)
-------- ------
Cash flows from financing activities:
Net (decrease) increase in deposits...................................... (7,488) 12,532
Net decrease in FHLB advances............................................ - (15,000)
Net (decrease) increase in other borrowings.............................. (2,632) 43
Payments to acquire shares held by the RSP............................... (121) -
Dividends paid........................................................... (323) (274)
Net proceeds received from issuance of common stock...................... 7 3
-------- ------
Net cash used in financing activities.......................... (10,557) (2,696)
-------- ------
Net increase (decrease) in cash and cash equivalents......................... 7,004 (10,642)
Cash and cash equivalents at beginning of period............................. 30,628 21,676
-------- ------
Cash and cash equivalents at end of period................................... $ 37,632 11,034
======== ======
5
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited), Continued
(In thousands)
Three Months Ended
December 31,
--------------------
2002 2001
---- ----
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest....................................................... $ 6,311 6,612
======== =====
Taxes.......................................................... - 300
======== =====
Supplemental disclosure of noncash information:
Transfer loans to foreclosed assets................................. $ 270 296
======== =====
Net change in unrealized gain (loss) on securities available for
sale, net of tax............................................... $ 254 (962)
======== =====
Net distribution of restricted stock plan shares.................... $ - 203
======== =====
Net allocation of shares held by the ESOP........................... $ 801 541
======== =====
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 nineteen 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-month periods ended December 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, 2002.
(2) Loans
Loans consist of the following (in thousands):
At
----------------------------
December 31, September 30,
2002 2002
---- ----
(unaudited)
Loans secured by mortgages on real estate:
Residential 1-4:
Permanent................................. $ 293,404 301,622
Construction.............................. 25,883 29,058
Commercial real estate....................... 62,110 58,177
Land......................................... 14,649 15,806
--------- -------
Total mortgage loans.......................... 396,046 404,663
Consumer loans................................ 109,756 107,581
Commercial loans.............................. 12,192 10,806
--------- -------
Total loans ................................. 517,994 523,050
Allowance for loan losses..................... (4,475) (4,519)
Construction loans in process................. (19,007) (19,167)
--------- -------
Loans, net.................................... $ 494,512 499,364
========= =======
7
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Loans held for sale, included in the totals above, were approximately $8.0
million and $3.0 million at December 31, 2002 and September 30, 2002,
respectively.
The activity in the allowance for loan losses is as follows (in thousands):
Three Months Ended
December 31,
--------------------
2002 2001
---- ----
Balance at beginning of period.......... $4,519 3,652
Provision for loan losses............... 180 150
Net loan charge-offs.................... (224) (56)
------ -----
Balance at end of period................ $4,475 3,746
====== =====
No loans were identified as impaired at or during the three months ended
December 31, 2002 or 2001.
(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 $120.9 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 $12.7 million being
recorded. This intangible asset is being amortized using an accelerated
method over twelve years.
(4) Other Events
On October 2, 2002, the Company entered into a definitive agreement with
BB&T Corporation ("BB&T") whereby BB&T would acquire 100% of the
outstanding common stock of the Company. However, pursuant to discussions
with regulatory officials, BB&T and the Company terminated the agreement on
October 31, 2002 so that BB&T could submit the proper application to
acquire control of the Company pursuant to regulatory guidelines. This
application was filed on November 4, 2002. The Company has capitalized
approximately $725,000 in costs related to the acquisition through December
31, 2002.
8
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
(5) Earnings Per Share of Common Stock
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, if any, 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
December 31,
-----------------------
2002 2001
------- ------
Weighted-average shares of common stock issued and
outstanding before adjustments for ESOP and stock options.... 5,378 5,487
Adjustments to reflect the effect of unallocated ESOP
shares....................................................... (329) (369)
------- ------
Weighted-average shares for basic earnings per share............... 5,049 5,118
======= ======
Basic earnings per share........................................... $ .30 .26
======= ======
Weighted-average shares for basic earnings per share............... 5,049 5,118
Additional dilutive shares using the average
market value for the
period utilizing the treasury stock
method regarding stock options and
outstanding restricted stock shares.......................... 268 252
------- ------
Weighted-average common shares and equivalents
outstanding for diluted earnings per share................... 5,317 5,370
======= ======
Diluted earnings per share......................................... $ .28 .25
======= ======
9
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
(6) Stock Compensation Plans
SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS
No. 148, Accounting for Stock-Based Compensation Transition and Disclosure
(collectively, "SFAS No. 123") encourages all entities to adopt a fair
value based method of accounting for employee stock compensation plans,
whereby compensation cost is measured at the grant date based on the value
of the award and is recognized over the service period, which is usually
the vesting period. However, it also allows an entity to continue to
measure compensation cost for those plans using the intrinsic value based
method of accounting prescribed by Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees ("APB No. 25"), whereby
compensation cost is the excess, if any, of the quoted market price of the
stock at the grant date over the amount an employee must pay to acquire the
stock. Stock options issued under the Company's Stock Option Plans ("Option
Plans") have no intrinsic value at the grant date as the stock options had
an exercise price equal to the then current market value of the underlying
common stock, and under APB No. 25 no compensation cost is recognized for
them. The Company has elected to continue with the accounting methodology
in APB No. 25 and, as a result, has provided pro forma disclosures of net
income and earnings per share and other disclosures, as if the fair value
based method of accounting had been applied. Stock awards granted under the
Company's Restricted Stock Plan ("RSP Plan") are expensed into current
earnings over the vesting period based on the market value of the common
stock on the award date.
There were no stock options granted during the three-month period ended
December 31, 2002. During the three-month period ended December 31, 2001,
308,750 stock options were granted under the Option Plans. SFAS No. 123
requires pro forma fair value disclosures if the intrinsic value method is
being utilized. For purposes of pro forma disclosures, the estimated fair
value was included in expense over the period vesting occurs. The pro forma
information has been determined as if the Company had accounted for its
stock options under the fair value method of SFAS No. 123. The Company
accounts for their Option Plans and RSP Plan under the recognition and
measurement principles of APB No. 25. The proforma information and
assumptions used in calculating the fair values of stock options granted
and the related effects on net income and basic and diluted earnings per
share as if the Company had applied the fair value recognition provision of
SFAS No. 123 is as follows ($ in thousands, except per share amounts):
Three Months Ended
December 31,
2002 2001
---- ----
Risk-free rate of return............................. N/A 5.43%
Annualized dividend.................................. N/A 1.50%
Estimated stock price volatility..................... N/A 22%
Expected life of options granted..................... N/A 10 years
Grant-date fair value per option of options issued
during the period................................ N/A $ 5.75
=== ========
10
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Three Months Ended
December 31,
-----------------------
2002 2001
------- -------
Net income, as reported....................................... $ 1,496 1,334
Deduct: Total stock-based employee compensation
determined under the fair value based method
for stock options awarded, net of related tax benefit..... (95) (193)
------- -------
Proforma net income........................................... 1,401 1,141
======= =======
Basic earnings per share:
As reported............................................... .30 .26
======= =======
Proforma.................................................. .28 .22
======= =======
Diluted earnings per share:
As reported............................................... .28 .25
======= =======
Proforma.................................................. .26 .21
======= =======
Both net income, as reported and proforma net income include approximately
$143,000 and $65,000, net of tax, in salaries and employee benefits expense
for the three-month periods ended December 31, 2002 and 2001, respectively
relating to shares awarded under the RSP Plan.
(8) Reclassifications
Certain amounts in the 2001 condensed consolidated financial statements
have been reclassified to conform to the presentation for 2002.
11
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, 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 nineteen 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
("FHLB") 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.
Recent Legislation to Curtail Corporate Accounting Irregularities
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002
(the "Act"). The Securities and Exchange Commission (the "SEC") has promulgated
certain regulations pursuant to the Act and will continue to propose additional
implementing or clarifying regulations as necessary in furtherance of the Act.
The passage of the Act and the regulations implemented by the SEC subject
publicly-traded companies to additional and more cumbersome reporting
regulations and disclosure. Compliance with the Act and corresponding
regulations may increase the Company's expenses.
12
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
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 $120.9 million in cash, and
included $162.1 million in deposits and $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 $12.7 million being recorded which is subject to periodic amortization
over a period of twelve years. 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 an acceptable yield on the
invested funds and utilize the cash flow from the securities to fund new loan
originations.
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 increased $7.0 million for the three months ended
December 31, 2002 to $37.6 million. Significant cash flows or uses (amounts
shown in parentheses) were as follows:
(In Millions)
-------------
Cash used in operations............................................ $ (5.4)
Net decrease in other borrowings................................... (2.6)
Net decrease in deposits........................................... (7.5)
Maturities, sales, calls and repayments on securities available
for sale......................................................... 29.6
Purchases of securities available for sale......................... (15.7)
Net decrease in loans.............................................. 9.3
Purchase premises and equipment.................................... (.6)
Other, net......................................................... (.1)
------
Net increase in cash and cash equivalents.......................... $ 7.0
======
See "Comparison of Financial Condition at December 31, 2002 and September 30,
2002" for discussion of significant cash flows.
13
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
On December 31, 2002, the Bank was in compliance with its three minimum
regulatory capital requirements as follows:
Amount Percent
------ -------
(In thousands)
Tangible capital....................... $ 64,451 7.80%
Tangible capital requirement........... 12,401 1.50
Excess over requirement................ 52,050 6.30
Core capital........................... 64,451 7.80
Core capital requirement............... 33,069 4.00
Excess over requirement................ 31,382 3.80
Risk based capital..................... 68,926 13.68
Risk based capital requirement......... 40,318 8.00
Excess over requirement................ 28,608 5.68
Management believes that under current regulations, the Bank will continue to
exceed its minimum capital requirements for 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.
14
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Comparison of Financial Condition at December 31, 2002 and September 30, 2002
Assets. Total assets decreased $11.4 million, or 1.3%, to $848.0 million at
December 31, 2002 from $859.4 million at September 30, 2002. The decrease in
total assets resulted primarily from:
>> a $13.2 million decrease in securities available for sale. Strong mortgage
refinancing activities, resulting from the continued decline in longer-term
interest rates, has accelerated the repayments on many mortgage-related
securities. The Company elected not to reinvest most of the funds to
provide the liquidity to repay certain FHLB advances in early January.
>> a $4.9 million net decrease in the loan portfolio. The decrease in loans
resulted from the Company's residential mortgage loan origination strategy
during the quarter to originate and sell, on a servicing- released basis,
fixed-rate loans due to the low interest-rate environment. 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 as
longer-term interest rates continued to decline. The reduction in the
residential mortgage loan portfolio was offset partially by continued
growth in the consumer and commercial loans outstanding. Management
continues to focus on commercial and consumer loan originations, which
totaled $20.3 million for the three months ended December 31, 2002, and
>> a $7.0 million increase in cash and cash equivalents, resulting from excess
funds received with the loan and securities sales and repayments. As noted
above, these excess funds were utilized to reduce the FHLB advances in
early January 2003.
Liabilities. Total liabilities decreased $13.6 million, or 1.8%, to $746.9
million at December 31, 2002 from $760.5 million at September 30, 2002. The
decrease in total liabilities resulted from:
>> a $7.5 million decrease in deposits. The decrease in deposits was primarily
attributable to a $10.4 million decrease in certificates of deposit,
partially offset by a $2.9 million increase in transaction accounts. The
decrease in deposits in recent months appears to have been caused by
certain retail customers moving maturing certificates into the more liquid
checking and money-market accounts due to the low interest-rate
environment, or seeking higher yielding alternative investments or higher
rates with our competitors.
>> a $2.6 million decrease in other borrowings, primarily due to lower funds
invested with the Company under the Treasury Investment Program, and
>> a $3.4 decrease in other liabilities. This decrease is primarily
attributable to payment of mortgage customers annual real estate taxes held
in escrow, as well as the vesting of the accrued contribution to the
employee stock ownership plan for the plan year ended December 31, 2002.
Stockholders' Equity. The increase of $2.1 million in the Company's
stockholders' equity reflects:
>> net income for the three months ended December 31, 2002 of $1.5 million
>> repurchase of shares of Company stock for the Restricted Stock Plan ("RSP")
at a cost $121,000
>> repayment of $541,000 on the Employee Stock Ownership Plan ("ESOP") loan
and allocation of the released shares
>> increase in accumulated other comprehensive income of $254,000
>> dividends paid that totaled $323,000.
The increased value in accumulated other comprehensive income 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 and stockholders' equity could materially fluctuate for each interim and
year-end period.
15
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 December 31,
--------------------------------------------------------------------
2002 2001
--------------------------------------------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------- -------- ---- ------- -------- -------
(Dollars in thousands)
Interest-earning assets (IEA):
Mortgage loans.......................... $ 307,765 5,521 7.18% $ 317,897 5,950 7.49%
Consumer loans.......................... 107,957 2,127 7.82 85,198 1,812 8.44
Commercial loans........................ 81,231 1,418 6.83 67,620 1,277 7.39
--------- ------- --------- -------
Total loans......................... 496,953 9,066 7.26 470,715 9,039 7.64
Securities and other (1)................ 274,340 3,560 5.19 152,312 2,338 6.14
--------- ------- --------- -------
Total IEA (1)....................... 771,293 12,626 6.52 623,027 11,377 7.28
------- -------
Other assets............................... 68,436 33,310
--------- ---------
Total assets........................ $ 839,729 $ 656,337
========= =========
Interest-bearing liabilities (IBL):
Interest checking....................... 74,987 223 1.18 36,367 150 1.64
Savings accounts........................ 54,814 195 1.41 27,852 105 1.50
Money-market accounts................... 69,404 337 1.93 35,847 244 2.70
Certificate accounts.................... 350,984 3,369 3.81 285,063 3,704 5.15
--------- ------- --------- --------
Total interest-bearing deposits..... 550,189 4,124 2.97 385,129 4,203 4.33
FHLB advances and other borrowings...... 153,561 1,834 4.67 151,306 1,968 5.09
--------- ------- --------- -------
Total IBL........................... 703,750 5,958 3.34 536,435 6,171 4.54
------- -------
Other liabilities (2)...................... 36,334 25,409
--------- ----------
Total liabilities................... 740,084 561,844
Stockholders' equity....................... 99,645 94,493
--------- ---------
Total liabilities and
stockholders' equity............ $ 839,729 $ 656,337
========= =========
Net interest income (1).................... $ 6,668 $ 5,206
======= =======
Average IEA to IBL......................... 110% 116%
========= =========
Interest-rate spread....................... 3.18% 2.74%
==== ====
Net interest margin........................ 3.46% 3.34%
==== ====
(1) Interest income and net interest income do not agree to the condensed
consolidated statements of earnings because the tax equivalent income on
municipal bonds is included in this schedule.
(2) Includes noninterest-bearing checking accounts.
16
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Comparison of Operating Results for the Three Months Ended December 31, 2002 and
2001
Net Income. Net income for the three months ended December 31, 2002 increased
12.1% to $1.5 million, compared to $1.3 million for the same period in 2001, as
a result of increases in net interest income and noninterest income, offset by
an increase in noninterest expenses. Net interest income increased $1.5 million,
or 28.5%, for the three months ended December 31, 2002 compared to the same
period in 2001. This increase resulted from an increase in interest income of
$1.2 million and a decrease in interest expense of $213,000. See the following
discussions for these items as well as discussions of noninterest income and
noninterest expenses.
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. Details are contained in the Average Balance Sheet table at page 16.
>> While the amount of residential loans outstanding decreased slightly,
consumer and commercial loan growth remained steady. The Company continues
its increased emphasis on commercial and consumer loan growth in an effort
to restructure its loan portfolio to shorten the loan maturities. Excluding
the loans acquired from the Branch Acquisition, average commercial loan
balances outstanding increased by approximately 7% (total increase of 20%
including loans acquired) and average consumer loan balances outstanding
increased 7% (total increase of 27% including loans acquired) during the
quarter from the same quarter in the preceding year. Average commercial and
consumer loans represent approximately 38% of the loan portfolio, compared
to 32% last year.
>> The average yield on loans decreased 38 basis points to 7.26%, for the
three months ended December 31, 2002 compared to the same period in 2001.
The decrease in loan yields is directly attributable to the continued
decline in market rates of interest for loans that we retain in our
portfolio. The high level of refinancings not only impact the residential
mortgage loan yields, it also creates pricing pressure on new and existing
loans in the commercial area. Consumer loans have relatively short average
lives historically, therefore, the lower interest rate environment has
caused the yield on the consumer loan portfolio to decline from last year
as new loans are generated in this lower interest environment to replace
the loans being paid off.
>> The average balances in the securities and other portfolio grew 80% as the
Company invested approximately $85 million from the funds that were
received in the Branch Acquisition, and to a lesser extent, continued to
leverage the capital raised in recent years through strategic purchases of
securities.
>> The lower yield in the securities portfolio resulted from a shift to
shorter duration and adjustable rate investments in fiscal year 2002 to
manage the interest rate risk profile of the Company, as well as the
overall reduction in interest rates as previously discussed.
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 16.
>> The increase in average deposits is mainly attributable to $162 million in
deposits assumed in the Branch Acquisition. However the increased sales
effort to attract and retain new deposits, as well as customer concerns
about equity investments, provided additional deposit growth. The growth in
average balances in interest checking and money-market accounts, together
with certificates of deposit maturing and renewing at lower rates in the
current interest rate environment, helped to reduce the overall cost of
interest-bearing deposits by 136 basis points.
17
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
>> Average FHLB advances and other borrowings outstanding increased only
slightly this quarter compared to the same quarter last year. Certain FHLB
fixed-rate advances were repaid at maturity, causing the advance balances
to decline. However, a leveraging transaction involving U.S. agency
securities were funded with borrowings through lower-cost reverse
repurchase agreements.
>> Actions by the Federal Reserve to decrease short-term interest rates over
the past two years has provided an immediate reduction in the cost of
deposits, as well as advances and other borrowings.
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, 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 the Company's lending area and other factors
affecting the ability to collect on the loans in its portfolio. The allowance
for loan losses is maintained at a level that represents management's best
estimates of losses in the loan portfolio at the balance sheet date. However,
there can be no assurance that the allowance for losses will be adequate to
cover losses, which may be realized in the future, and that additional
provisions for losses will not be required.
The provision for loan losses was $180,000 for the three months ended December
31, 2002 compared to $150,000 for the three months ended December 31, 2001. The
provision for loan losses increased for the current three-month period primarily
as a result of increased consumer and commercial loan growth. The allowance for
loan losses increased to $4.5 million at December 31, 2002 from $3.7 million at
December 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 .90% of loans outstanding at December 31, 2002. The Company
had net charge-offs of $224,000 for the three months ended December 31, 2002
compared to net charge-offs of $56,000 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 portfolios.
Noninterest Income. Noninterest income increased $728,000 to $1.6 million for
the three months ended December 31, 2002 from $834,000 for the three months
ended December 31, 2001. The major changes were:
>> An increase of $249,000 in service charges on loans and deposit accounts
compared to the prior period, primarily related to the overall increase in
accounts from the Branch Acquisition.
>> An increase of $144,000 in net gain on sale of loans held for sale, as the
majority of the residential mortgage loan production during the current
period was sold in the secondary market due to current interest rates being
below the Company's threshold for retaining the loans in its portfolio.
>> An increase of $190,000 in net gains on the sale of securities available
for sale;
>> An increase of $75,000 in earnings on bank-owned life insurance policies,
primarily due to earnings on premiums of $4.5 million for additional
policies purchased in March and April 2002; and
>> An increase of $70,000 in other income primarily due to commission income
received from the Company's annuity sales program that began in September
2002.
18
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
Noninterest Expense. Noninterest expense increased by $1.9 million to $5.8
million for the three months ended December 31, 2002 from $3.9 million for the
three months ended December 31, 2001.
>> Salaries and employee benefits increased $740,000 primarily due to:
* $266,000 for seven retail sales offices acquired in the Branch Acquisition
(56 staff members), and $11,000 for one new full-service branch opened
during the quarter.
* 5% average salary increases due to merit and cost of living adjustments, an
$80,000 increase due to ten additional staff positions, including two
management positions.
* commissions increased $150,000 as residential mortgage loan origination
production increased over 50%, the retail sales effort resulted in
increased sales of products and services, and annuity sales incentives were
initiated during the quarter.
* a $15,000 increase in ESOP costs due to the increased price of Company
stock, and
* an increase of $118,000 for health insurance costs due to the growth in our
employee base as well as increased claims experience.
>> Occupancy expense increased $241,000, primarily due to the addition of
seven new offices in the Branch Acquisition and the opening of one new
retail sales office in November 2002.
>> Postage and office supplies increased $77,000 primarily due to the Branch
Acquisition and the conversion to a proof of deposit ("POD") balancing
environment.
>> A core deposit intangible amortization expense of $405,000 resulting from
the Branch Acquisition.
>> Marketing, data processing and other noninterest expenses increased
$439,000, including a $79,000 increase in telecommunication expenses
related to the expanded branch network and communication channel upgrades,
and $91,000 in security guard expense for increased protection of customers
and employees deemed necessary after the Company experienced a series of
robberies during fiscal 2002. The actual dollar losses from the robberies
were not significant. The other increases are attributable to correspondent
bank service charges, data processing expenses, item processing costs,
debit card expenses related to the overall growth of the Company and
consumer loan expenses related to a no-closing-cost home equity loan
program ran during the last half of 2002.
19
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,
2002.
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
September 30, 2002. Although the results of the NPV model are not yet available
for December 31, 2002, it is anticipated that the NPV Ratio for all rate
scenarios will not be materially different than those 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 55,378 (35,541) (39)% 6.66% (351)
+200 bp 70,073 (20,846) (23)% 8.20% (197)
+100 bp 83,494 (7,425) (8)% 9.52% (65)
0 bp 90,919 - - % 10.17% -
-100 bp 91,271 352 .4% 10.08% (9)
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. The Company maintains controls
and procedures designed to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.
Based upon their evaluation of those controls and procedures performed within 90
days of the filing date of this report, the chief executive and chief financial
officers of the Company concluded that the Company's disclosure controls and
procedures were adequate.
Changes in Internal Controls. The Company made no significant changes in its
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the Chief
Executive and Chief Financial officers.
20
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
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
21
FLORIDAFIRST BANCORP, INC. AND SUBSIDIARY
PART II. OTHER INFORMATION, CONTINUED
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 1999 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.
99.1 CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Incorporated by reference to the 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 FloridaFirst Bancorp 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:
(i) A report on Form 8-K was filed on October 3, 2002 under items 5 and 7
announcing that the Registrant entered into a definitive Agreement and
Plan of Reorganization with BB&T Corporation.
(ii) An amended Form 8-K was filed on October 10, 2002 under Item 5
announcing a revision to the Agreement and Plan of Reorganization
filed with the 8-K on October 3, 2002.
(iii)A Form 8-K was filed on November 1, 2002 under Items 5 and 7
announcing the termination of the Agreement and Plan of Reorganization
with BB&T Corporation.
22
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: February 11, 2003 By: /s/Gregory C. Wilkes
--------------------------- ----------------------------------------------------------------------
Gregory C. Wilkes, President and Chief Executive
Officer (Principal Executive Officer)
Date: February 11, 2003 By: /s/Kerry P. Charlet
--------------------------- -------------------------------------------------------------------------
Kerry P. Charlet, Chief Financial Officer
(Principal Accounting Officer)
23
CERTIFICATIONS
--------------
I, Gregory C. Wilkes, certify, that:
1. I have reviewed this quarterly report on Form 10-Q of FloridaFirst
Bancorp, Inc.;
2. Based on my knowledge, the quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
the internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 11, 2003 By: /s/ Gregory C. Wilkes
------------------- --------------------------------------
Gregory C. Wilkes, President and Chief
Executive Officer
24
I, Kerry P. Charlet, certify, that:
1. I have reviewed this quarterly report on Form 10-Q of FloridaFirst
Bancorp, Inc.;
2. Based on my knowledge, the quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
the internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: February 11, 2003 By:/s/ Kerry P. Charlet
------------------ ----------------------------------------
Kerry P. Charlet, Chief Financial Officer
25