UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2000
---------------------
OR
[ ] 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 000-22817
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HARBOR FLORIDA BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0813766
------------------------------------------- -----------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
100 S. SECOND STREET
FORT PIERCE, FL 34950
(Address of principal executive offices)
(ZIP code)
Registrant's telephone number, including area code (561) 461-2414
-----------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.10)
(Title of class)
(Title of class)
<PAGE>
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
----- ------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant computed by reference to the average bid and asked price of
the common stock as of December 8, 2000 ($14.0625) was $350,694,802.
The number of shares of common stock outstanding on December 8, 2000
was 24,938,297.
Documents incorporated by reference:
1. Annual Report to Stockholders for the fiscal year ended
September 30, 2000 (Parts II and III).
2. Proxy Statement for the 2000 Annual Meeting of
Stockholders (Part III).
<PAGE>
TABLE OF CONTENTS
Item Page
No. No.
--- ---
Part I
1 Business.......................................................4
2 Properties....................................................21
3 Legal Proceedings.............................................24
4 Submission of Matters to a Vote of Security-Holders...........24
Part II
5 Market for Registrant's Common Equity
and Related Stockholder Matters...............................24
6 Selected Financial Data.......................................25
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................25
7A Quantitative and Qualitative Disclosures about Market Risk....25
8 Financial Statements and Supplementary Data...................25
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...........................25
Part III
10 Directors and Executive Officers of the Registrant............26
11 Executive Compensation........................................26
12 Security Ownership of Certain Beneficial Owners
and Management............................................ 26
13 Certain Relations and Related Transactions....................26
14 Exhibits, Financial Statement Schedules, and Reports on Form
8-K...........................................................27
<PAGE>
PART I
Item 1. Business
General
Harbor Florida Bancshares, Inc., (the "Company" or "Bancshares"), is a
Delaware corporation organized in 1998 and is the holding company for Harbor
Federal Savings Bank (the "Bank"), a federally chartered savings bank. The Bank
was founded in 1934 as a federally chartered savings institution. The Company
owns 100% of the Bank's common stock. Currently, it engages in no other
significant activities beyond its ownership of the Bank's common stock.
Consequently, its net income is derived from the Bank. The Bank provides a wide
range of banking services and is engaged in the business of attracting deposits
primarily from the communities it serves and using these and other funds to
originate primarily one-to-four family first mortgage loans for retention in its
portfolio.
Prior to March 18, 1998, the Company's predecessor entity, Harbor Florida
Bancorp, Inc. ("Bancorp"), was owned approximately 53.37% by Harbor Financial
M.H.C. ("Mutual Holding Company") and 46.63% by public shareholders. On March
18, 1998, pursuant to a plan of conversion and reorganization, and after a
series of transactions: (1) Bancshares was formed and became the surviving
corporate entity, (2) Bancshares sold the ownership interest in Bancorp
previously held by the Mutual Holding Company to the public in a subscription
offering (the "Offering") (16,586,752 common shares at $10.00 resulting in net
cash proceeds after costs and funding the ESOP of approximately $150 million),
(3) previous public shareholders of Bancorp had their shares exchanged into
14,112,400 common shares of Bancshares (exchange ratio of 6.0094 to 1) (the
"Exchange"), and (4) the Mutual Holding Company ceased to exist. The total
number of shares of common stock outstanding following the Offering and Exchange
was 30,699,152. The reorganization was accounted for in a manner similar to a
pooling of interests and did not result in any significant accounting
adjustments. As a result of the reorganization, the consolidated financial
statements for prior periods have been restated to reflect the changes in the
par value of common stock from $.01 to $.10 per share and in the number of
authorized shares of common stock from 13,000,000 to 70,000,000.
Market Area
The Company serves communities in six growing and diverse Florida
counties. Its headquarters are in Fort Pierce, Florida, located on the eastern
coast of Florida between Stuart and Daytona Beach. In addition to its
headquarters, it has sixteen branch offices and one insurance agency office in
St. Lucie, Indian River and Martin counties, located on Florida's "Treasure
Coast." This area is characterized by both a large retirement and vacation home
population and a significant agricultural economy, primarily citrus crops. The
Company has five branch offices located in Brevard County, which encompasses the
"Space Coast" of the state. Brevard County has an industrial base fueled
primarily by companies related to NASA and the John F. Kennedy Space Center.
Prominent electronics concerns such as Harris Corporation are also major
employers in this area. The Company also has one branch office in Okeechobee
County, a rural, agricultural area, and six branch offices in Volusia County,
where tourism and a large retirement population predominate.
Lending Activities
General. The Company's principal activity has historically been, and
will continue to be for the foreseeable future, the origination of one-to-four
family residential mortgage loans. The Company sells some conforming loans,
primarily to the Federal National Mortgage Association ("FNMA"), and has, on
rare occasions, purchased whole loans and loan participations, but it primarily
focuses on the origination of loans and retains them in its portfolio for
investment. See " -- Lending Activities -- One to Four Family Permanent
Residential Mortgage Loans" below. The Company also originates one-to-four
family residential construction and consumer loans, and consumer installment,
commercial real estate and commercial business loans. Substantially all of the
Company's mortgage loans are secured by property in its market area and
substantially all of its other loans are made to borrowers in its market area.
The Company offers both fixed-rate and adjustable rate mortgage ("ARM")
loans. The Company has sought to increase its origination of ARM loans to reduce
its interest rate risk. However, the Company's ability to originate ARM loans
has been limited by borrower preference for fixed-rate loans.
<PAGE>
Loan and Mortgage - Backed Securities Portfolio Composition. The
following table sets forth a summary of the composition of the Company's loan
and mortgage-backed securities portfolio by type of loan at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
--------------------------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------- ---------------- ---------------- ----------------- -----------------
Percent Percent Percent Percent Percent
of of of of of
Amount Total Amount Total Amount Total Amount Total Amount Total
------- -------- ------- ------- ------- -------- ------- -------- ------ ------
(Dollars in thousands)
Mortgage Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Construction 1 - 4 Family. $106,063 7.88% $ 91,922 7.94% $ 66,671 6.62% $ 47,800 5.42% $ 43,994 5.46%
Permanent 1 - 4 Family.... 899,229 66.81 788,408 68.12 707,078 70.26 629,906 71.46 584,297 72.49
Multifamily............... 20,474 1.52 15,141 1.31 11,074 1.10 15,326 1.74 17,804 2.21
Nonresidential............ 120,067 8.92 99,824 8.63 84,254 8.37 54,983 6.24 41,970 5.21
Land...................... 54,731 4.07 41,882 3.62 27,562 2.75 33,182 3.76 29,034 3.60
--------- ----- --------- ----- ------- ------ ------- ------ ------- ------
Total Mortgage Loans.. 1,200,564 89.20 1,037,177 89.62 896,639 89.10 781,197 88.62 717,099 88.97
--------- ----- --------- ----- ------- ------ ------- ------ ------- ------
Other Loans
Commercial................ 28,606 2.13 21,192 1.83 15,074 1.50 11,287 1.28 8,199 1.02
Consumer:
Home Improvement...... 21,636 1.61 17,205 1.49 19,016 1.89 20,614 2.34 20,679 2.56
Manufactured
Housing.......... 15,736 1.17 16,190 1.40 16,418 1.63 16,399 1.86 15,784 1.96
Other Consumer (1).... 79,363 5.89 65,489 5.66 59,223 5.88 51,988 5.90 44,265 5.49
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Total Other Loans..... 145,341 10.80 120,076 10.38 109,731 10.90 100,288 11.38 88,927 11.03
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Total Loans Receivable... 1,345,905 100.00% 1,157,253 100.00% 1,006,370 100.00% 881,485 100.00% 806,026 100.00%
--------- ====== --------- ====== --------- ====== ------- ====== ------- ======
Less:
Loans in process.......... 77,074 70,722 46,152 32,078 26,788
Deferred loan fees and
discounts............. 4,433 4,244 3,700 3,446 3,203
Allowance for loan losses. 12,729 11,952 11,818 11,691 11,016
------ ---------- ---------- ---------- --------
Subtotal.............. 94,236 86,918 61,670 47,215 41,007
------ ---------- ---------- ---------- --------
Total Loans Receivable,
Net.................. 1,251,669 1,070,335 944,700 834,270 765,019
Loans Held for Sale....... 2,548 1,747 714 141 4,870
Mortgage-Backed
Securities.............. 165,059 196,971 201,049 176,854 153,293
--------- ---------- ---------- ---------- --------
Total..................... $1,419,276 $1,269,053 $1,146,463 $1,011,265 $923,182
========== ========== ========== ========== ========
</TABLE>
(1) Includes home equity and other second mortgage loans.
---------------
<PAGE>
The following table shows the maturity or period to repricing of the
Company's loan and mortgage-backed securities portfolios at September 30, 2000.
Loans that have adjustable rates are shown as being due in the period in which
the interest rates are next subject to change. The table does not include
prepayments or scheduled principal amortization. Prepayments and scheduled
principal amortization on loans totaled $286.2, $278.0 and $246.4 million for
fiscal years 2000, 1999 and 1998, respectively. Loans having no stated maturity
and no schedule of repayments (including delinquent loans), and demand loans are
reported as due within one year.
<TABLE>
<CAPTION>
One Three Five
Within Through Through Through Ten through Beyond twenty
one year three years five years Ten years twenty years years Total
-------- ----------- ---------- --------- ------------ ------------ ---------
(In thousands)
Mortgage loans:
<S> <C> <C> <C> <C> <C> <C> <C>
Permanent 1 - 4 family.. $133,500 $70,234 $40,463 $66,179 $263,070 $371,169 $944,615
Other................... 75,255 25,560 23,267 19,416 35,135 759 179,392
Other loans:
Consumer ............... 32,140 15,113 27,830 31,789 9,420 273 116,565
Commercial ............. 17,512 2,532 3,458 4,446 93 --- 28,041
Nonperforming loans (1)... 2,766 --- --- --- --- --- 2,766
Mortgage-backed securities 11,594 6,183 39,001 9,642 98,639 --- 165,059
-------- -------- -------- -------- -------- ------- ---------
Sub-total............. $272,767 $119,622 $134,019 $131,472 $406,357 $372,201 $1,436,438
======== ======== ======== ======== ======== ========
Deferred loan fees and
discounts............. (4,433)
Allowance for loan losses. (12,729)
---------
Total (2)(3).............. $1,419,276
==========
</TABLE>
(1) All nonperforming loans are reported as due within one year regardless of
the actual maturity term.
(2) Amounts reported do not include principal repayment or prepayment
assumptions.
(3) Amounts include loans held for sale of $2,548,000 at September 30, 2000.
--------------
The following table sets forth the amount of fixed-rate and
adjustable-rate loans at September 30, 2000 due or repricing after September 30,
2001.
Adjustable
Fixed Rate Rate Total
-----------------------------------------
(In thousands)
Mortgage loans:
Permanent 1 - 4 family............ $693,211 $117,904 $811,115
Other............................. 54,405 49,732 104,137
Other loans:
Consumer ......................... 84,425 --- 84,425
Commercial ....................... 10,529 --- 10,529
------ ------- ---------
Total loans......................... 842,570 167,636 1,010,206
Mortgage-backed securities.......... 153,465 --- 153,465
------- ------- ----------
Total............................... $996,035 $167,636 $1,163,671
======== ======== ==========
--------------
<PAGE>
One-to-Four Family Permanent Residential Mortgage Loans. The Company's
primary lending activities focus on the origination of one-to-four family
residential mortgage loans. The Company generally does not originate one-to-four
family residential loans on properties outside of its market area. At September
30, 2000, $899.2 million or 66.8% of the Company's total loan portfolio and
56.8% of total assets consisted of one-to-four family loans.
The Company's fixed rate loans generally are originated and underwritten
according to standards that permit sales in the secondary market. However, the
decision to sell depends on a number of factors including the yield and the term
of the loan, market conditions, and the Company's current portfolio position.
The Company sells a small portion of newly originated 30 year fixed rate
mortgage loans. In addition, the Company sells loans under the single family
Mortgage Revenue Bond Programs through local County Housing Finance Authorities.
The servicing on these loans is also released.
The Company currently offers one-to-four family residential mortgage
loans with fixed, adjustable or a combination of fixed/adjustable interest
rates. Adjustable rate loans enable the Company to create a loan portfolio more
sensitive to fluctuating interest rates. Originations of fixed rate mortgage
loans versus ARM loans are monitored on an ongoing basis and are affected
significantly by the level of market interest rates, customer preference, the
Company's interest rate gap position, and loan products offered by the Company's
competitors. In a low interest rate environment, borrowers typically prefer
fixed rate loans to ARM loans, and even if management's strategy is to emphasize
ARM loans, market conditions may be such that there is greater demand for fixed
rate mortgage loans.
The Company generates residential mortgage loan activity through local
advertising, its existing customers and referrals from local real estate brokers
and home builders. All loans are originated by Company loan officers, none of
whom have underwriting authority. Independent loan brokers are not used.
Residential loans are authorized and approved under central authority by
experienced underwriters. Underwriters have individual authority to approve
loans up to the maximum amount of $250,000. Residential mortgage loans in excess
of this amount are approved by management individually up to $750,000 or by
committee if above $750,000. The Company also has direct endorsement authority
from the Federal Housing Authority ("FHA") to allow for internal approval of FHA
insured loans. FHA loans are approved under central authority by an underwriter
with a "Direct Endorsement" designation from the FHA. The Company's underwriting
standards are intended to ensure that borrowers are sufficiently credit worthy,
and all of the Company's lending is subject to written underwriting policies and
guidelines approved by the Company's Board of Directors. Detailed loan
applications are designed to determine the borrower's ability to repay the loan
and certain information solicited in these applications is verified through the
use of credit reports, financial statements and other confirmations. The Company
obtains an appraisal of substantially all of the proposed security property in
connection with residential mortgage loans. Additionally, title insurance is
required for all mortgage loans except home equity loans of $50,000 or less.
<PAGE>
The types, amounts, terms of and security for conventional loans (those
not insured or guaranteed by the U.S. government or agencies thereof, or state
housing agencies) originated by the Company are significantly prescribed by
federal regulation. The Office of Thrift Supervision ("OTS") regulations limit
the amount which the Company can lend up to specified percentages of the value
of the real property securing the loan, as determined by an appraisal at the
time the loan is originated (referred to as "loan-to-value ratios"). The Company
makes one-to-four family home loans and other residential real estate loans with
loan-to-value ratios generally of up to 80% of the appraised value of the
security property. In certain circumstances loan-to-value ratios exceed 80%, in
which case private mortgage insurance is generally required. A substantial part
of the Company's loan originations are made to borrowers to finance second homes
for vacation use or for use as a rental property. Such loans may be considered
to have a higher credit risk than loans to finance a primary residence.
One-to-Four Family Residential Construction Loans. A part of the
Company's loan originations are to finance the construction of one-to-four
family homes in the Company's market area. At September 30, 2000 the Company had
$106.1 million in such loans, representing 7.9% of total loans. It is the
Company's policy to disburse loan proceeds as construction progresses and as
inspections warrant.
A portion of these loans is made directly to the individual who will
ultimately own and occupy the home. Of these, the vast majority are structured
at origination to guarantee the permanent financing to the Company as well. In
recent years the origination of these construction loans to individuals is
second in volume only to the origination of traditional loans to finance the
purchase or refinance of an existing home. However, the significance of this
type of lending to the Company is not evident from the amount of these loans in
its portfolio at any given time because these construction loans to individuals
usually "roll" into permanent financing.
Consumer Loans. The Company originates consumer loans as an essential
element in its retail-oriented strategy. Secured consumer loans include
automobile, manufactured housing, boat and truck loans, home equity and home
improvement loans as well as loans secured by the borrower's deposit accounts
with the Company. The loans for manufactured housing are generally originated
within quality, retirement lifestyle communities spread throughout the six
county market area that feature amenities such as full service clubhouse
facilities, swimming pools, and, in a number of cases, golf courses. These loans
are subject to the normal underwriting standards of the Company. Loans are made
on either a fixed-rate or adjustable-rate basis, with terms generally up to 15
years. A limited amount of unsecured consumer loans are also originated. At
September 30, 2000, consumer-oriented loans accounted for $116.7 million or 8.7%
of the Company's total loan portfolio.
Non-Residential and Land Mortgage Loans. In the late 1980's the Company
curtailed its lending in non-residential mortgages with the exception of loans
to finance the sale of the Company's real estate acquired through foreclosure.
In recent years, the Company re-entered this market and made a total of $37.1,
$34.7 and $38.3 million of non-residential mortgage loans in 2000, 1999 and
1998, respectively. At September 30, 2000, nonresidential loans constituted
$120.1 million or 8.9% of the Company's total loan portfolio. Origination of
these loans plays a subordinate role to the origination of residential mortgage
and consumer-related loans. Non-residential mortgage loans are offered on
properties within the Company's primary market area using both fixed or
adjustable rate programs.
Loans secured by non-residential real estate generally carry larger
balances and involve a greater degree of risk than one-to-four family
residential mortgage loans. This increased risk is a result of several factors,
including the concentration of principal in a limited number of loans and
borrowers, the effects of general economic conditions on income-producing
properties, and the increased difficulty of evaluating and monitoring these
loans. Furthermore, the repayment of loans secured by non-residential property
is typically dependent upon the successful operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired. See "Business -- Delinquent, Nonperforming and
Classified Assets."
The Company also originates developed building lot loans ("lot loans")
secured by individual improved lots for future residential construction. Lot
loans are offered with either a fixed or adjustable interest rate and with a
maximum term of up to 15 years. At September 30, 2000 these loans accounted for
$19.5 million or 1.5% of the Company's total loan portfolio.
Other Loans. The balance of the Company's lending consists of
multi-family mortgage and commercial loans. At September 30, 2000 these loans
represented $20.5 million or 1.5% and $28.6 million or 2.1%, respectively, of
the Company's total loan portfolio. The multi-family mortgage loans are secured
primarily by apartment complexes. These loans are subject to the same lending
limits as apply to the Company's commercial real estate lending. The commercial
loans represent primarily equipment and other business loans to professionals
such as physicians and attorneys. These loans are an integral part of the
Company's strategy of seeking synergy between its various deposit and loan
products and as a service to existing customers.
Origination and Sale of Loans
From time to time the Company has sold mortgage loans, primarily to the
FNMA and the FHLMC. Historically, the Company has not purchased significant
amounts of loans.
The Company sells a small portion of newly originated 30-year fixed rate
mortgage loans. In addition, the Company sells loans under the single family
Mortgage Revenue Bond Programs through local County Housing Finance Authorities.
The servicing on these loans is also released, which means the Company does not
retain any administrative or collection responsibilities in connection with the
loans. The purpose of selling a portion of fixed rate loans from current
production is to reduce interest rate risk by limiting the growth of longer term
fixed rate loans in the portfolio and to generate service fee income over time.
<PAGE>
The following table shows total loan origination activity including
mortgage-backed securities, during the periods indicated.
Years Ended September 30,
2000 1999 1998
--------- --------- ----------
(In thousands)
Mortgage loans (gross):
At beginning of year (1).............$1,038,954 $ 897,363 $781,341
Mortgage loans originated:
Construction 1-4 Family............ 125,539 112,508 83,429
Permanent 1-4 Family............... 143,334 162,866 173,758
Multi-family....................... 7,211 5,075 605
Nonresidential..................... 37,063 34,726 38,260
Land............................... 51,283 22,755 11,313
--------- ---------- --------
Total mortgage loans originated (2).. 364,430 337,930 307,365
Mortgage loans sold.................. (5,289) (8,432) (9,125)
Principal repayments................. (193,401) (186,632) (179,354)
Mortgage loans transferred to
real estate owned................... (1,548) (1,275) (2,864)
---------- ---------- --------
At end of year.......................$1,203,146 $1,038,954 $897,363
========== ========== ========
Other loans (gross):
At beginning of year................. $ 120,076 $ 109,731 $ 100,288
Other loans originated............... 118,446 101,949 77,044
Principal repayments................. (93,181) (91,604) (67,601)
-------- -------- --------
At end of year....................... $145,341 $120,076 $109,731
======== ======== ========
Mortgage-backed securities (gross):
At beginning of year................. $196,971 $201,049 $176,854
Mortgage-backed securities purchased. --- 70,074 100,222
Principal repayments................. (31,912) (74,152) (76,027)
------- -------- -------
At end of year....................... $165,059 $196,971 $201,049
======== ======== ========
(1) Includes loans held for sale.
(2) Loans originated represent loans closed, however all loans may
not be fully disbursed at time of closing.
--------------------
Mortgage-backed Securities
A substantial part of the Company's business involves investments in
mortgage-backed securities issued or guaranteed by an agency of the United
States government. Historically, the Company's mortgage-backed securities
portfolio has consisted primarily of pass-through mortgage participation
certificates issued by FHLMC and FNMA. These pass-through certificates represent
a participation interest in a pool of single-family mortgages, the principal and
interest payments on which are passed from the loans' originators, through the
FHLMC and FNMA that pools and packages the participation interests into the form
of securities, to investors such as the Company. The FHLMC and FNMA guarantee
the payment of principal and interest. The underlying pool of mortgages can
consist of either fixed-rate or adjustable-rate loans. At September 30, 2000 the
Company's portfolio of mortgage-backed securities consisted entirely of FHLMC
and FNMA participation certificates. Of the $165.1 million in mortgage-backed
securities at that date, approximately $9.5 million or 5.7% represented
adjustable-rate securities and $155.6 million or 94.3% represented fixed-rate
securities with anticipated maturity dates from 5 months to 27 years.
Adjustable-rate mortgage-backed securities ("ARM Securities") have periodic
adjustments in the coupons based on the underlying mortgages. These periodic
coupon adjustments are subject to annual and lifetime caps. The caps serve as a
limit to the amount that the coupon will change during any coupon-reset period.
As interest rates on the mortgages underlying the ARM Securities are reset
periodically (one to 12 months), the yields on these securities will gradually
adjust to reflect changes in market rates. Management believes that the
adjustable-rate feature of ARM Securities will help to reduce sharp fluctuations
in security value that result from normal changes in interest rates.
<PAGE>
During periods of declining interest rates, the coupon on ARM Securities may
adjust downward, resulting in lower yields and reduced income from these
securities. Thus, ARM Securities may have less potential for capital
appreciation as compared to fixed-rate debt securities. During periods of rising
interest rates, the coupon on ARM Securities may not fully adjust upward in
conjunction with changes in market rates due to annual or lifetime coupon
adjustment caps. This could result in ARM Securities that depreciate in value
similar to long-term, fixed-rate mortgage securities in a rising interest rate
environment.
The Company's fixed-rate mortgage-backed securities consist of both
long-term and balloon securities. The long-term securities have original
maturity terms of ten, fifteen and thirty years. The balloon securities have
principal and interest amortization based on a thirty-year maturity schedule
with final principal balloon payments due in five years or seven years from the
date of the security. Balloon mortgage-backed securities are held in the
portfolio as a means of reducing the average life of the fixed-rate portfolio. A
shorter average portfolio life will help reduce the interest rate risk
associated with these investments. As of September 30, 2000 long-term,
fixed-rate mortgage-backed securities amounted to $108.4 million and five-year
and seven-year balloon mortgage-backed securities amounted to $1.8 million and
$45.4 million, respectively.
During periods of declining interest rates, fixed-rate mortgage-backed
securities may have accelerated principal reductions due to increased
refinancing activity on the underlying mortgage loans. The reinvestment of the
accelerated principal reductions at lower prevailing rates could result in lower
overall portfolio yields and income. During periods of rising interest rates,
fixed-rate mortgage-backed securities will tend to depreciate in value. Thus,
total returns on fixed-rate mortgage-backed securities are expected to decline
as market interest rates rise.
If the Company purchases mortgage-backed securities at a premium,
accelerated principal repayments may result in some loss of principal investment
to the extent of the premium paid. Conversely, if mortgage-backed securities are
purchased at a discount, accelerated principal reductions will increase current
and total returns.
Delinquent, Nonperforming and Classified Assets
Delinquent Loans. All delinquent loan results are reviewed monthly by
the Company's Board of Directors. The Company believes it has an effective
process and policy for dealing with delinquent loans.
Residential delinquencies are handled by the Loan Collections Department.
This department begins collection efforts on residential loans when a loan
appears on the 15-day delinquent list. Borrowers are sent a notice to accelerate
the debt when the debt is 45 days delinquent. If the delinquent account has not
been corrected, foreclosure proceedings are begun generally at the 75th day of
delinquency. At September 30, 2000, residential loans delinquent 90 days and
longer represented 0.2% of the total residential loan portfolio.
Commercial delinquent accounts are processed by the Problem Asset and
Lending Departments. For commercial accounts classified as Substandard, as
defined below, or worse, the Problem Asset Department has jurisdiction over the
collection efforts. As with residential delinquent loans, any commercial loans
90 days past due or where the collection of the interest or full principal is
considered doubtful are placed on a non-accrual basis.
If a collection action is instituted on a consumer or commercial loan,
the Company, in compliance with the loan documents and the law, may repossess
and sell the collateral security for the loan through private sales or through
judicially ordered sales when necessary. Should the sale result in a deficiency
owing to the Company, the borrowers generally are pursued where such action is
deemed appropriate, including recourse based on personal loan guarantees by the
borrower's principals.
<PAGE>
The following table shows the Company's loans delinquent 90 days or more
and loan delinquencies as a percent of total loans at the dates indicated.
September 30,
2000 1999 1998
------------- ------------- ---------------
(Dollars in thousands)
Number Amount Number Amount Number Amount
-------------- ------------- --------------
Mortgage loans:
Construction and land..... --- $ --- --- $ --- --- $ ---
Permanent 1 - 4 family.... 23 1,390 38 1,854 19 778
Other mortgage............ 3 641 3 489 4 1,102
--- ----- --- ----- ---- -----
Total mortgage loans...... 26 2,031 41 2,343 23 1,880
Other loans................. 12 230 9 198 13 542
--- ----- --- ----- ---- -----
Total loans................. 38 $2,261 50 $2,541 36 $2,422
== ====== == ====== === ======
Delinquent loans
to total loans........... .18% .24% .26%
As of September 30, 2000, 1999 and 1998, $505,000, $0 and $25,000,
respectively, of loans were on nonaccrual status which were not 90 days past
due.
Nonperforming Assets. The Company also places emphasis on improving asset
quality and asset quality has improved each year since 1996 when nonperforming
assets as a percentage of total assets was .50%. The Company's nonperforming
assets as a percentage of total assets has decreased slightly, from .24% at
September 30, 1999 to .23% at September 30, 2000.
Loans 90 days past due are generally placed on non-accrual status. The
Company ceases to accrue interest on a loan once it is placed on non-accrual
status, and interest accrued but unpaid at that time is charged against interest
income. Additionally, any loan where it appears evident that the collection of
interest is in doubt is also placed on a non-accrual status. The investment in
impaired loans (primarily consisting of classified loans), other than those
evaluated collectively for impairment, at September 30, 2000 and 1999 was
$3,748,000 and $4,511,000, respectively. The average recorded investment in
impaired loans during the years ended September 30, 2000 and 1999 was
approximately $3,435,000 and $5,118,000, respectively. The total specific
allowance for loan losses related to these loans was $0 on September 30, 2000
and 1999. Interest income on impaired loans of approximately $311,000 and
$461,000 was recognized in the years ended September 30, 2000 and 1999,
respectively.
If a foreclosure action is instituted on a real estate-secured loan and
the loan is not reinstated, paid in full, refinanced, or deeded back to the
Company, the property is sold at a foreclosure sale at which the Company may be
the buyer. Thereafter, such acquired property is listed in the Company's real
estate owned ("REO") account or that of a subsidiary, until the property is
sold. The Company carries REO at the lower of cost or fair value less cost to
dispose. The Company also finances the sales of REO properties. Should the
foreclosure sale not produce sufficient proceeds to pay the loan balance and
court costs, the Company's attorneys, where appropriate, may pursue the
collection of a deficiency judgment against the responsible borrower.
It is the Company's policy to try to liquidate its holdings in REO on a
timely basis while considering both market conditions and the cost of carrying
REO properties. Upon acquisition the Company records all REO at the lower of its
fair value (less estimated costs to dispose), or cost. The fair value is based
upon the most recent appraisal and management's evaluation. If the fair value of
the asset is less than the loan balance outstanding, the difference is charged
against the Company's loan loss allowance prior to transferring the asset to
REO. Administration of REO property is handled by the Problem Asset Department,
which is responsible for the sale of all residential and commercial properties.
In those instances where the property may be located outside the Company's
market area or where the property, due to its nature, requires certain expertise
(i.e., hotels, apartment complexes), outside management firms may be utilized.
<PAGE>
At the dates indicated, nonperforming assets in the Company's portfolio were
as follows:
<TABLE>
<CAPTION>
September 30,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(Dollars in thousands)
Non-accrual mortgage loans:
<S> <C> <C> <C> <C> <C>
Delinquent less than 90 days............. $ --- $ --- $ --- $ --- $ 323
Delinquent 90 days or more............... 2,031 2,343 1,880 2,416 1,717
----- ----- ----- ----- -----
Total................................. 2,031 2,343 1,880 2,416 2,040
----- ----- ----- ----- -----
Non-accrual other loans:
Delinquent less than 90 days............. 505 --- 25 --- ---
Delinquent 90 days or more............... 230 198 542 164 132
----- ----- ----- ----- -----
Total................................. 735 198 567 164 132
----- ----- ----- ----- -----
Total non-accrual loans.................... 2,766 2,541 2,447 2,580 2,172
Accruing loans 90 days or more delinquent . --- --- --- --- ---
----- ----- ----- ----- -----
Total nonperforming loans................ 2,766 2,541 2,447 2,580 2,172
----- ----- ----- ----- -----
Other nonperforming assets:
Real estate owned........................ 871 911 3,168 2,892 4,830
Less allowance for losses.............. --- --- (634) (578) (1,712)
----- ----- ----- ----- -----
Total................................ 871 911 2,534 2,314 3,118
----- ----- ----- ----- -----
Total nonperforming assets, net............ $3,637 $3,452 $4,981 $4,894 $5,290
====== ====== ====== ====== ======
Nonperforming loans to total net loans..... 0.22% 0.24% 0.26% 0.31% 0.28%
Total nonperforming assets to
total assets............................. 0.23% 0.24% 0.37% 0.43% 0.50%
</TABLE>
For the year ended September 30, 2000, interest income of $159,000 would
have been recorded on loans accounted for on a non-accrual basis if the loans
had been current throughout the period. No interest income was actually included
in net income regarding non-accrual loans during the same period.
Management evaluates each REO property on no less than a quarterly basis
to assure that the net carrying value of the property on the Company's books is
no greater than the fair market value less estimated costs to dispose. When
necessary, the property is written down or specific allowances are established
to reduce the carrying value.
REO Allowances
Years Ended September 30,
------------------------------------
2000 1999 1998
---- ---- ----
(In thousands)
Beginning balance.................... $ --- $634 $578
Provision for (recovery of) losses... 25 (186) 136
Charge-offs.......................... (25) (448) (80)
---- ----- ----
Ending balance....................... $ --- $ --- $634
===== ===== ====
Provision for losses on REO is included in income (losses) from real
estate operations on the Company's consolidated statements of earnings.
Not included in the preceding table are net gains, (losses) or recoveries
on the sale of real estate owned of $271,000, $207,000 and $176,000 for the
years ended September 30, 2000, 1999 and 1998, respectively.
<PAGE>
Classified Assets. Under OTS regulations, problem assets of insured
institutions are classified as either "substandard," "doubtful" or "loss." An
asset is considered "substandard" if the current net worth and paying capacity
of the obligor and/or the value of the collateral pledged are no longer adequate
to support the loan. "Substandard" assets are characterized by the "distinct
possibility" that the insured institution will sustain "some loss" if the
deficiencies are not corrected. Assets classified as "doubtful" have all of the
weaknesses inherent in those classified "substandard," with the added
characteristic that the weaknesses present make "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable and improbable." Assets classified "loss" are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted. In
addition to the classification of assets as "substandard," "doubtful" or "loss,"
the OTS regulations also require that assets that do not currently expose the
Company to a sufficient degree of risk to warrant one of the three foregoing
classifications but which do possess credit deficiencies or potential weaknesses
deserving management's close attention must be designated "special mention."
When an insured institution classifies problem assets as either
substandard or doubtful, it is required to establish specific allowances for
loan losses in an amount considered appropriate by management. See "--Allowance
for Loan Losses" below. Additionally, the institution establishes general
allowances to recognize the inherent risk associated with lending activities,
but which, unlike specific allowances, have not been allocated to particular
problem assets. When an insured institution classifies problem assets as "loss,"
it is required either to establish a specific allowance for losses equal to 100%
of the amount of the asset so classified or to charge-off such amount. An
institution's determination as to the classification of its assets and the
amount of its valuation allowances is subject to review by the OTS, which can
order the establishment of additional general or specific loss allowances.
The following table presents the Company's classified assets at the dates
indicated.
September 30,
2000 1999 1998
-------- ------ -------
(In thousands)
Substandard:
Real Estate Owned........ $ 871 $ 911 $ 3,168
Loans.................... 4,580 5,180 5,375
----- ----- -----
Total Substandard...... 5,451 6,091 8,543
Doubtful................... --- --- ---
Loss....................... --- --- 202
------ ------ ------
$5,451 $6,091 $8,745
====== ====== ======
---------------
<PAGE>
Allowance for Loan Losses
Provisions for loan losses are charged to operations to establish an
allowance for loan losses; recognized loan losses (recoveries) are then charged
(credited) to the allowance. The Company evaluates the outstanding loan
portfolio with respect to the adequacy of the allowance for loan losses at least
quarterly.
Management's policy is to provide for estimated losses on the Company's
loan portfolio based on management's evaluation of the probable losses (existing
and inherent). Such evaluations are made for all major loans on which full
collectibility of interest and/or principal may not be reasonably assured. The
factors that the Company considers are the estimated value of the underlying
collateral, the management of the borrower, and current operating results,
trends and cash flow. In addition to analyzing individual loans, management also
analyzes on a regular basis its asset classification and recent loss experience
on other loans to help insure that prudent general allowances are maintained on
one-to-four family loans, automobile loans and home equity loans. Management
periodically evaluates the allowance percentages utilized for general allowance
purposes based upon delinquencies, charge-off, underwriting, and other trends.
The Company segregates the loan portfolio for loan loss purposes into the
following broad segments: commercial real estate, residential real estate,
commercial business and consumer loans.
The Company provides for a general allowance for losses inherent in the
portfolio by the above categories, which consists of two components: (1) General
loss percentages are calculated based upon historical analyses. (2) A
supplemental portion of the allowance is calculated for inherent losses which
probably exist as of the evaluation date even though they might not have been
identified by the more objective processes used for the portion of the allowance
described above. This is due to the risk of error and/or inherent imprecision in
the process. This portion of the allowance is particularly subjective and
requires judgments based on qualitative factors which do not lend themselves to
exact mathematical calculations such as: trends in delinquencies and
nonaccruals; migration trends in the portfolio; trends in volume, terms, and
portfolio mix; new credit products and/or changes in the geographic distribution
of those products; changes in lending policies and procedures; loan review
reports on the efficacy of the risk identification process; changes in the
outlook for local, regional and national economic conditions; concentrations of
credit; and peer group comparisons.
Specific allowances are provided in the event that the specific
collateral analysis on each classified loan indicates that the probable loss
upon liquidation of collateral would be in excess of the general percentage
allocation. The provision for loan losses is debited or credited in order to
state the allowance for loan losses to the required level as determined above.
<PAGE>
The following tables set forth an analysis of the Company's allowance for
loan losses at the dates indicated.
<TABLE>
<CAPTION>
Years Ended September 30,
--------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------ ------ ------ ------- -------
<S> <C> <C> <C> <C> <C>
Balance at beginning of year... $11,952 $11,818 $11,691 $11,016 $10,083
Provision for (recovery of)
losses.................... 847 816 297 782 (76)
Allowance for loan losses
acquired (1)...................... --- --- --- --- 885
Charge-offs:
Residential................ (75) (22) (259) (43) (137)
Commercial real estate..... (30) (49) --- (91) ---
Consumer................... (125) (324) (213) (125) (48)
Other...................... (3) (367) (102) (3) (180)
------ ------ ------ ------ -----
Total charge-offs....... (233) (762) (574) (262) (365)
Recoveries:
Residential................ 40 39 86 44 149
Commercial real estate..... 39 21 2 19 86
Consumer................... 70 14 16 62 79
Other...................... 14 6 300 30 175
------ ------ ------ ------ -----
Total recoveries........ 163 80 404 155 489
Balance at end of year......... $12,729 $11,952 $11,818 $11,691 $11,016
======= ======= ======= ======= =======
Allowance for loan losses to total
loans...................... 1.02% 1.12% 1.25% 1.40% 1.44%
Allowance for loan losses to total
non-performing loans....... 460.19% 470.31% 483.13% 453.11% 507.25%
Allowance for loan losses and
allowance for REO to total non-
performing assets.......... 350.02% 346.20% 221.80% 224.21% 181.78%
Net charge-offs (recoveries) to
average loans outstanding during
the period................. 0.01% 0.07% 0.02% 0.01% (0.02)%
Classified loans to total net loans 0.37% 0.48% 0.59% 1.19% 1.11%
</TABLE>
(1) Represents allowance acquired in conjunction with acquisition of Treasure
Coast Bank, F.S.B in 1996.
<PAGE>
The following table presents an allocation of the entire allowance for
loan losses among various loan classifications and sets forth the percentage of
loans in each category to total loans. The allowance shown in the table should
not be interpreted as an indication that charge-offs in future periods will
occur in these amounts or proportions or that the analysis indicates future
charge-off trends.
<TABLE>
<CAPTION>
September 30,
-------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------ -------- -------- --------- --------
Percent Percent Percent Percent Percent
Amount (1) Amount (1) Amount (1) Amount (1) Amount (1)
------ ----- ------ ------- ------ ------- ------ ------- ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Allowance at end of
period applicable to:
Residential........... $ 2,820 74.69% $ 2,605 76.06% $ 2,251 76.88% $ 2,141 76.88% $ 2,077 77.95%
Commercial real estate 6,192 14.51 6,142 13.56 5,986 12.22 6,487 11.74 6,088 11.02
Consumer ............. 2,432 8.67 2,128 8.55 2,310 9.40 2,068 10.10 1,802 10.01
Commercial business... 1,285 2.13 1,077 1.83 1,271 1.50 995 1.28 1,049 1.02
------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total............. $12,729 100.00% $11,952 100.00% $11,818 100.00% $11,691 100.00% $11,016 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
------------------
(1) Percent of loans in each category to total loans at the dates indicated.
Investment Activities
The Company invests primarily in overnight funds, U.S. Government and
agency obligations, and Federal Home Loan Bank of Atlanta capital stock. The
Company does not invest in derivatives, collateralized mortgage obligations or
other hedging instruments.
The table below summarizes the carrying value and estimated market value
of the Company's portfolio of investment securities at the dates indicated.
<TABLE>
<CAPTION>
September 30,
2000 1999 1998
-------------------- -------------------- ---------------------
(In thousands)
Carrying Market Carrying Market Carrying Market
Value Value Value Value Value Value
----- ----- ----- ----- ----- -----
Available for sale:
<S> <C> <C> <C> <C> <C> <C>
FHLB notes.......... $59,299 $59,299 $49,502 $49,502 $50,721 $50,721
FNMA notes.......... 19,939 19,939 19,875 19,875 20,343 20,343
Equity securities... 6,529 6,529 6,789 6,789 452 452
------ ------ ------ ------ ------ ------
Total $85,767 $85,767 $76,166 $76,166 $71,516 $71,516
====== ====== ====== ====== ====== ======
Held to maturity:
FHLB notes.......... --- --- 9,995 9,992 19,989 20,268
FNMA notes.......... --- --- --- --- 10,000 10,005
Municipal securities 200 200 915 852 --- ---
----- ------ ------ ------ ------ ------
Total........... $ 200 $ 200 $10,910 $10,844 $29,989 $30,273
====== ======= ====== ====== ====== ======
FHLB stock............ $12,500 $12,500 $11,250 $11,250 $ 8,212 $ 8,212
</TABLE>
<PAGE>
The table below presents the contractual maturities and weighted average
yields of investment securities at September 30, 2000, excluding FHLB stock and
equity securities. Yields on tax exempt obligations are not reported on a tax
equivalent basis.
<TABLE>
<CAPTION>
One Year or Less One to Five Years More Than Five Years Total Investment Securities
------------------- ------------------- --------------------- ------------------------------------------
(Dollars in thousands)
Average
Weighted Weighted Weighted Remaining Weighted
Carrying Average Carrying Average Carrying Average Years to Carrying Market Average
Value Yield Value Yield Value Yield Maturity Value Value Yield
----- ----- ----- ----- ----- ----- -------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FHLB Notes $ 9,907 5.52% $49,392 5.89% $ --- 0.00% 1.1 $59,299 $59,299 5.82%
FNMA Notes 19,939 5.68 --- .00 --- 0.00 .2 19,939 19,939 5.68
Municipal
Securities --- 0.00 --- .00 200 7.40 13.1 200 200 7.40
</TABLE>
------------------
Sources of Funds
Deposits. The Company offers a number of different deposit accounts,
including regular savings, interest-bearing checking or NOW accounts,
non-interest checking, money market accounts, term certificate accounts and
individual retirement accounts.
The Company has twenty-seven full-service banking offices and one in-store
branch location in addition to its home office in Fort Pierce. The Company's
strategy has been to have conveniently located offices in growth markets as one
of its main methods of attracting funds. The Company's deposits primarily are
obtained from areas surrounding its offices. Certificate accounts in excess of
$100,000 are not actively solicited nor are brokers used to obtain deposits.
During the year ended September 30, 2000, the Company began offering
internet banking services. This new online service allows customers the ability
to access their accounts through any computer terminal that has internet browser
capabilities, using secure technology. Customers benefit by having access to
their accounts and being able to initiate transactions at the time that suits
them best. The Company also offers a bill pay service.
The Company had a decline in deposit balances for several years prior to
1993. This was a strategy that the Company used to improve its capital ratios.
Much of the decline was accomplished by the closing of less profitable branches.
With the Company's improved capital position in the beginning of 1993, it made
an effort to stabilize deposits and increase account balances. As part of this
strategy, the Company has upgraded a number of branch facilities and moved from
leased storefronts to full service free-standing offices.
Management believes that demand and passbook accounts are less sensitive
to changes in interest rates than other types of accounts, such as certificates
of deposit. As of September 30, 2000, the Company had 33.14% of its deposits in
passbook and demand accounts, 65.79% in certificates of deposit and 1.07% in
official checks. When management determines the levels of its deposit rates,
consideration is given to local competition, U.S. Treasury securities offerings,
and anticipated funding requirements.
<PAGE>
The following table sets forth the distribution of the Company's deposit
accounts at the dates indicated and the weighted average interest rates on each
category of deposits presented. Management does not believe that the use of
year-end balances instead of average monthly balances produces any material
difference in the information presented:
<TABLE>
<CAPTION>
September 30,
2000 1999 1998
---------------------------- ------------------------------------ ------------------------------
Weighted Weighted Weighted
Average Average Average
Nominal Nominal Nominal
Amount Percent Rate Amount Percent Rate Amount Percent Rate
------ ------- ---- ------ ------- ---- ------ ------- ----
(Dollars in thousands)
Demand accounts:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Non-interest
Bearing demand $102,534 9.33% N/A $ 76,176 7.79% N/A $ 54,954 5.99% N/A
NOW accounts 70,881 6.45 .74% 66,184 6.77 1.09% 60,129 6.55 1.13%
Money market accounts 95,223 8.67 4.49 43,015 4.40 2.49 41,074 4.46 2.54
-------- ----- ---- ------- ----- ----- -------- ----- -----
Subtotal 268,638 24.45 1.79 185,375 18.96 .97 156,157 17.00 1.10
Savings accounts:
Passbook 95,431 8.69 1.58 108,508 11.10 1.97 92,698 10.10 2.06
Certificates of deposit 722,739 65.79 5.84 671,281 68.67 5.03 658,842 71.76 5.43
Official checks 11,729 1.07 N/A 12,431 1.27 N/A 10,429 1.14 N/A
--------- ----- ---- ------- ----- ---- -------- ----- -----
Total deposits $1,098,537 100.00% 4.42% $977,595 100.00% 3.86% $918,126 100.00% 4.29%
========== ====== ==== ======== ====== ==== ======== ====== ====
</TABLE>
The following table presents, by various categories, information concerning
the amounts and maturities of the Company's time deposits.
September 30,
------------------------------------------
2000 1999 1998
------ ------ ------
(Dollars in thousands)
0.00 - 3.00%............. $ 103 $ 128 $ 328
3.01 - 4.00%............. 5,081 11,275 --
4.01 - 5.00%............. 124,393 335,421 84,192
5.01 - 6.00%............. 300,063 298,720 540,209
6.01 - 7.00%............. 279,215 25,361 33,674
7.01 - 8.00%............. 13,866 376 434
8.01 - 9.00%............. 18 --- 5
-------- -------- --------
Total Certificate Accounts. $722,739 $671,281 $658,842
======== ======== ========
<PAGE>
At September 30, 2000, the Company had certificates of deposit in amounts of
$100,000 or more maturing as follows:
Amount
Maturity Period (In thousands)
---------------
3 Months or Less...................................... $13,563
Over 3 to 6 Months.................................... 13,410
Over 6 to 12 Months................................... 19,719
Over 12 Months........................................ 37,103
-------
Total................................................. $83,795
=======
The following table contains information regarding deposit account activity
for the periods shown.
Years Ended September 30,
--------------------------------------
2000 1999 1998
------ ------- -------
(Dollars in thousands)
Net increase (decrease) before
interest credited $ 83,446 $ 25,933 $(28,838)
Interest credited 37,496 33,536 35,388
------- ------- ------
Deposit account increase $120,942 $59,469 $ 6,550
======== ======= =======
Weighted average cost of deposits
during the year 4.07% 3.96% 4.35%
Weighted average cost of deposits
at end of year 4.42% 3.86% 4.29%
Borrowings. The Company is a member of the Federal Home Loan Bank of
Atlanta ("FHLB of Atlanta"). The FHLB of Atlanta offers various fixed rate and
variable rate advances to its members. Requests for advances with an original
term to maturity of five years or less may be approved for any sound business
purpose in which the member is authorized to engage. Requests for advances with
original maturity in excess of five years may be approved only for the purpose
of enabling that member to provide funds for residential housing finance. The
FHLB of Atlanta underwrites each advance request based on factors such as
adequacy and stability of capital position, quality and composition of assets,
liquidity management, level of borrowings from all sources and other such
factors. Pursuant to a collateral agreement with the FHLB, advances are secured
by all stock in the FHLB and a blanket floating lien that requires the Company
to maintain qualifying first mortgage loans as pledged collateral in an amount
equal to, when discounted at 75% of the unpaid principal balances, the advances.
As of September 30, 2000, the Company had $238 million of outstanding FHLB
advances. Of this amount, $220 million have maturity dates of twenty-one months
or longer. The remaining $18 million of FHLB advances are short-term, with
maturity dates of twelve months or less.
As of September 30, 2000, the Company had a total credit limit of $394.2
million and an availability limit of $156.2 million with the FHLB of Atlanta.
In addition to FHLB advances, the Company had $164.3 million of unpledged
mortgage-backed securities at September 30, 2000. These unpledged
mortgage-backed securities could be used as collateral under reverse repurchase
transactions with various security dealers. Such borrowing transactions could
provide additional cash and liquidity to the Company in the event of sudden or
unforeseen deposit withdrawals.
The Company recognizes the maturity characteristics of its time deposit
portfolio. Management believes that unused FHLB advances and other borrowing
sources would provide sufficient funding for potential deposit withdrawals.
<PAGE>
The following table sets forth information regarding the Company's
borrowing at and for the periods indicated:
<TABLE>
<CAPTION>
At or for the Year Ended September 30,
--------------------------------------
2000 1999 1998
------ ------ -----
(Dollars in thousands)
<S> <C> <C> <C>
FHLB Advances:
Average Balance............................ $232,917 $197,767 $104,877
Maximum balance at any month-end........... 247,000 225,000 145,000
Balance at year end........................ 238,000 225,000 145,000
Weighted average interest rate during the year 5.67% 5.62% 6.12%
Weighted average interest rate at year end. 5.64% 5.56% 5.76%
Other Borrowings:
Average Balance............................ $ 16 $ --- $ 167
Maximum balance at any month-end........... 99 --- 475
Balance at year end........................ 91 --- ---
Weighted average interest rate during the year 35.15% --- 11.98%
Weighted average interest rate at year end. 8.00% --- ---
Total Borrowings:
Average Balance............................ $232,933 $197,767 $105,044
Maximum balance at any month-end........... 247,099 225,000 145,000
Balance at year end........................ 238,091 225,000 145,000
Weighted average interest rate during the year 5.67% 5.62% 6.13%
Weighted average interest rate at year end. 5.64% 5.56% 5.76%
</TABLE>
---------------
Subsidiaries
Federal associations generally may invest up to 2% of their assets in
service corporations plus an additional 1% of assets for community purposes. In
addition, federal associations such as the Bank may invest up to 50% of their
regulatory capital in conforming loans to service corporations. In addition to
investments in service corporations, federal associations are permitted to
invest an unlimited amount in operating subsidiaries engaged solely in
activities that a federal association may engage in directly.
The Bank has four active subsidiary corporations. Appraisal Analysts, Inc.
provides real estate appraisal services to the Bank as well as third parties.
H. F. Development Company, Inc. serves as a repository for some of the Company's
commercial REO properties held for disposition. See "Business -- Delinquent,
Nonperforming and Classified Assets". Harbor Insurance Agency, Inc. specializes
in property and casualty insurance and provides a full range of insurance
products to its customers. (See Note 17 to Consolidated Financial Statements
on pages 50 and 51 in the Annual Report). Harbor Florida Financial Services,Inc.
offers non-deposit investment products for sale through the Bank's branch
offices.
Competition
The Company encounters strong competition both in attracting deposits and
in originating real estate and consumer loans. Its most direct competition for
deposits has come historically from commercial banks, brokerage houses, other
savings associations and credit unions in its market area. The Company expects
continued strong competition from such financial institutions in the foreseeable
future. The Company's market area includes branches of a number of commercial
banks that are substantially larger than the Company in terms of statewide
deposits. The Company competes for deposits by offering depositors a high level
of personal service, convenient locations and competitive interest rates.
The competition for real estate and other loans comes principally from
commercial banks, mortgage banking companies and other savings associations.
Lending competition has increased substantially in recent years, as a result of
the large number of institutions seeking to benefit from the growth in the
Company's market area.
<PAGE>
The Company competes for loans primarily through the interest rates and
loan fees it charges, the types of loans it offers, and the efficiency and
quality of services it provides borrowers, real estate brokers and builders.
Factors that affect competition include general and local economic conditions,
current interest rate levels and volatility of the mortgage markets. Based on
total assets, as of September 30, 2000, the Company was the largest savings
institution headquartered in the six county area served by the Company.
Employees
At September 30, 2000, the Company had a total of 386 full-time and 68
part-time employees, none of whom were represented by a collective bargaining
unit. The Company considers its relations with its employees to be good.
Financial Services Modernization Bill
On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley-Financial Services Modernization Act of 1999 (the "Act"),
federal legislation intended to modernize the financial services industry by
establishing a comprehensive framework to permit affiliations among commercial
banks, insurance companies, securities firms and other financial service
providers. Generally, the Act: (i) repeals the historical restrictions and
eliminates many federal and state law barriers to affiliations among banks,
securities firms, insurance companies and other financial service providers;
(ii) provides a uniform framework for the functional regulation of the
activities of banks, savings institutions and their holding companies; (iii)
broadens the activities that may be conducted by national banks, banking
subsidiaries of bank holding companies and their financial subsidiaries; (iv)
provides an enhanced framework for protecting the privacy of consumer
information; (v) adopts a number of provisions related to the capitalization,
membership, corporate governance and other measures designed to modernize the
Federal Home Loan Bank system; (vi) modifies the laws governing the
implementation of the Community Reinvestment Act; and (vii) addresses a variety
of other legal and regulatory issues affecting day-to-day operations and
long-term activities of financial institutions.
Thrift holding companies such as the Company will be permitted to engage
in financial activities in the same manner as bank holding companies with
respect to insurance and securities activities. In addition, in a change from
prior law, thrift holding companies can be owned, controlled or acquired only by
companies engaged in financially-related activities.
The Company does not believe that the Act has had a material adverse
effect on its operations. However, to the extent that the Act has permitted
banks, securities firms and insurance companies to affiliate, the financial
services industry may experience further consolidation. This could result in a
growing number of larger financial institutions that can offer a wider variety
of financial services than the Company currently offers and that can
aggressively compete in the markets the Company currently serves.
<PAGE>
Item 2. Properties
The Company conducts its business from its headquarters in Fort Pierce and
through 27 full-service banking offices, one loan production office, one
in-store branch location and one insurance agency location. These offices are
located in Brevard, Indian River, Martin, Okeechobee, St. Lucie, and Volusia
counties, Florida. The net book value at September 30, 2000 of the Company's
offices was $16.4 million. The following table sets forth information regarding
the Company's offices.
Lease
Year Expiration
Location Opened Owned/Leased Date
ST. LUCIE COUNTY
MAIN OFFICE 1934 OWNED
100 SOUTH SECOND STREET
FORT PIERCE, FL 34950
VIRGINIA AVENUE 1968 OWNED
500 VIRGINIA AVENUE
FORT PIERCE, FL 34950
PSL MAIN 1975 OWNED
7181 SOUTH U.S. #1
PORT ST. LUCIE, FL 34952
H.F. CENTER 1981 OWNED
2400 S.E. MIDPORT RD., SUITE 300
PORT ST. LUCIE, FL 34952
LAKEWOOD PARK 1981 OWNED
5100 TURNPIKE FEEDER RD.
FORT PIERCE, FL 34951
DARWIN SQUARE 1991 OWNED
3201 S.W. PSL BLVD.
PORT ST. LUCIE, FL 34953
ORANGE BLOSSOM 1984 OWNED
4156 OKEECHOBEE ROAD
FORT PIERCE, FL 34947
ST. LUCIE WEST 1993 OWNED
1320 S.W. ST. LUCIE WEST BLVD.
PORT ST. LUCIE, FL 34986
HARBOR INSURANCE AGENCY, INC.
2222 COLONIAL ROAD 2000 LEASED 01/14/01
SUITE 100
FORT PIERCE, FL 34982
INDIAN RIVER
VERO MAIN 1973 OWNED
655 21st STREET
VERO BEACH, FL 32960
CAUSEWAY 1981 OWNED
1700 S.A1A
VERO BEACH, FL 32963
INDIAN RIVER MALL 1997 OWNED
6080 20TH ST.
VERO BEACH, FL 32966
SEBASTIAN 1979 OWNED
13397 U.S. HIGHWAY #1
SEBASTIAN, FL 32958
WEST SEBASTIAN 1998 OWNED
993 FELLSMERE ROAD
SEBASTIAN, FL 32958
<PAGE>
MARTIN COUNTY
PALM CITY 1978 LEASED 07/26/05
1251 S.W. 27TH STREET
PALM CITY, FL 34990
EAST OCEAN 1981 OWNED
1500 E. OCEAN BLVD.
STUART, FL 34996
STUART MAIN 1996 LEASED 08/14/01
789 S. FEDERAL HWY.
STUART, FL 34994
JENSEN BEACH 1999 LEASED 04/30/02
3639 NW FEDERAL HWY.
JENSEN BEACH, FL 34957
BREVARD COUNTY
PALM BAY 1981 OWNED
5245 BABCOCK ST., N.E.
PALM BAY, FL 32905
INDIALANTIC 1981 OWNED
305 5th AVENUE
INDIALANTIC, FL 32903
WEST MELBOURNE 1982 OWNED
2950 W. NEW HAVEN AVENUE
MELBOURNE, FL 32904
VIERA 1995 OWNED
100 CAPRON TRAIL
MELBOURNE, FL 32940
WAL-MART 1998 LEASED 08/31/03
1000 N WICKHAM ROAD
MELBOURNE, FL 32935
LOAN PRODUCTION OFFICE 1998 LEASED 10/10/00
1355 N COURTENAY PARKWAY
SUITE I
MERRITT ISLAND, FL 32953
OKEECHOBEE COUNTY
OKEECHOBEE 1980 OWNED
2801 HIGHWAY #441 SOUTH
OKEECHOBEE, FL 34974
VOLUSIA COUNTY
NEW SMYRNA BEACH 1988 OWNED
2230 STATE ROAD #44
NEW SMYRNA BEACH, FL 32168
PORT ORANGE 1983 OWNED
4035 NOVA ROAD
PORT ORANGE, FL 32127
ORMOND BEACH 1984 OWNED
75 N. NOVA ROAD
ORMOND BEACH, FL 32174
DELTONA 1998 OWNED
2901 HOWLAND BOULEVARD
DELTONA, FL 32725
DELAND
312 N. WOODLAND BOULEVARD 1999 OWNED
DELAND, FL 32720
ORMOND BY THE SEA
1190 OCEAN SHORE BOULEVARD 1999 OWNED
ORMOND BEACH, FL 32176
<PAGE>
All leases are anticipated to renew upon their expiration.
The Company uses a data processing service located in Orlando, Florida for
record keeping activities. The data processor specializes in servicing savings
associations. The Company's current contract expires in 2005. All data
processing equipment that is used internally by the Company is owned by the
Company. The net book value of such data processing equipment and related
software as of September 30, 2000 was $2,687,000.
Item 3. Legal Proceedings
There are various claims and lawsuits in which the Company is periodically
involved incident to the Company's business. In the opinion of management, no
material loss is anticipated from any such pending claims or lawsuits.
Item 4. Submission of Matters to a Vote of Security-Holders.
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Company's common stock trades on the NASDAQ National Market under the
symbol HARB. The approximate number of shareholders of record and beneficial
shareholders of the common stock at December 8, 2000 was 7,609, some of which
are street name holders.
The Company paid $0.3375 in cash dividends per share for the twelve months
ended in fiscal 2000. Payments were $0.075 in the first quarter and $0.0875 in
the second, third and fourth quarters. The Company currently expects that
comparable cash dividends will continue to be paid in the future.
On December 8, 2000 the closing sales price of the Company's common stock
was $14.0625 per share. The following table sets forth the price range of the
high and low closing sales price per share of common stock as reported by the
NASDAQ stock market for the four quarters of fiscal years 2000 and 1999.
<PAGE>
Low $ High $
----- ------
FISCAL 2000
First Quarter................ 11.81 13.75
Second Quarter .............. 10.06 12.56
Third Quarter................ 9.94 11.31
Fourth Quarter............... 10.50 12.19
FISCAL 1999
First Quarter................ 8.75 11.25
Second Quarter .............. 10.69 12.75
Third Quarter................ 11.44 13.69
Fourth Quarter............... 11.94 13.00
Item 6. Selected Financial Data.
The information contained in the table captioned "Selected Consolidated
Financial Data" in the Annual Report on pages 11-12 is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 12 through 22 in the Annual Report is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The information contained in the sections captioned "Market Risk and Asset
and Liability Management", "Interest Rate Sensitivity", "Interest Rate Risk" and
"Equity Risk" on pages 13 through 15 in the Annual Report is incorporated herein
by reference.
Item 8. Financial Statements and Supplementary Data
The Company's consolidated financial statements listed in Item 14 herein,
together with the report thereon by KPMG LLP, are found in the Annual Report on
pages 23 through 54 and incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information contained under the sections captioned "Beneficial
Ownership of Common Stock," on pages 2 through 4 and "Section 16(A) Beneficial
Ownership Reporting Compliances" on page 14 in the Proxy Statement of Harbor
Florida Bancshares, Inc. (the "Proxy Statement) filed with the SEC on December
14, 2000 is incorporated herein by reference.
Item 11. Executive Compensation.
The information contained under the sections captioned "Executive
Compensation" on pages 9 through 13 in the Proxy Statement filed with the SEC on
December 14, 2000 is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security Ownership of Certain Beneficial Owners
The information required by this item under the sections captioned "Voting
Securities" on pages 1 through 2 and "Beneficial Ownership of Common Stock" on
pages 2 through 4 in the Proxy Statement filed with the SEC on December 14, 2000
is incorporated herein by reference.
(b) Security Ownership of Management
The information required by this item under the section captioned
"Beneficial Ownership of Common Stock" on pages 2 through 4 in the Proxy
Statement filed with the SEC on December 14, 2000 is incorporated herein by
reference.
(c) Changes in Control
Management of the Company knows of no arrangements, including any pledge
by any persons of securities of the Company, the operation of which may, at a
subsequent date, result in a change in control of the Registrant.
Item 13. Certain Relations and Related Transactions
The information required by this item under the sections captioned "Voting
Securities" on pages 1 through 2, "Beneficial Ownership of Common Stock" on
pages 2 through 4 and "Certain Transactions" on page 13 in the Proxy Statement
filed with the SEC on December 14, 2000 is incorporated herein by reference.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)Documents filed as a part of this Report:
(1) The Consolidated Financial Statements of the Registrant are attached and
are listed below:
Pages in Annual
Report
---------------
Independent Auditors' Report 23
Consolidated Statements of Financial Condition 24
Consolidated Statements of Earnings 25
Consolidated Statements of Stockholders' Equity and Comprehensive
Income 26
Consolidated Statements of Cash Flow 28
Notes to Consolidated Financial Statements 30
(2) The Consolidated Financial Statement Schedules of the Registrant as
required to be filed in this Report are either not applicable or are included
elsewhere in this Report.
(3) Exhibit Index
The exhibits listed below are included with this Report or are
incorporated herein by reference to the identified document previously filed
with the Securities and Exchange Commission as set forth parenthetically.
3(i) Certificate of Incorporation of Registrant (Exhibit 3.3 to
Pre-effective Amendment No. 1 to the Registration Statement on
Form S-1, No. 333-37275 filed November 10, 1997).
3(ii) Bylaws of Registrant. (Exhibit 3.4 to Pre-Effective Amendment No. 1
to the Registration Statement on Form S-1, No. 333-37275, filed
November 10, 1997).
10(i) Employment contract with Michael J. Brown, Sr. (Exhibit 10(a)
to the Registration Statement on Form S-4 filed December 20, 1996)
10(ii) 1994 Incentive Stock Option Plan (Exhibit 10(b) to the Registration
Statement on Form S-4 filed December 20, 1996)
10(iii) 1994 Stock Option Plan for Outside Directors (Exhibit 10(c) to
the Registration Statement on Form S-4 filed December 20, 1996)
10(iv) Harbor Federal Savings Bank Non-Employee Directors' Retirement
Plan (Exhibit 10(vi) to Form 10-Q for the quarter ended June 30,
1997 filed August 11, 1997)
10(v) Unfunded Deferred Compensation Plan for Directors (Exhibit 10(vii)
to Form 10-K for the year ended September 30, 1998 filed
December 24, 1998)
10(vi) 1998 Stock Incentive Plan for Directors, Officers and Employees
(Exhibit 4.3 to the Registration Statement on Form S-8 filed
October 26, 1998)
10(vii) Change in Control and Non-competition Agreements
21 Subsidiaries of the Registrant
27 Financial Data Schedule
99 Consolidated Financial Statements of the Registrant (Annual Report
to Stockholders for fiscal year September 30, 2000)
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HARBOR FLORIDA BANCSHARES, INC.
(Registrant)
Dated: December 28, 2000 By: /s/
-----------------------------
Michael J. Brown, Sr.
President and Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
/s/ December 28, 2000
---------------------------------------------
Michael J. Brown, Sr.
President, Chief Executive
Officer and Director
/s/ December 28, 2000
---------------------------------------------
Don W. Bebber
Senior Vice President, Finance
(Principal Financial and Accounting Officer)
/s/ December 28, 2000
---------------------------------------------
Bruce R. Abernethy, Sr., Director
/s/ December 28, 2000
----------------------------------------------
Richard N. Bird, Director
/s/ December 28, 2000
---------------------------------------------
Edward G. Enns, Director
/s/ December 28, 2000
---------------------------------------------
Frank H. Fee, III, Director
/s/ December 28, 2000
---------------------------------------------
Richard B. Hellstrom, Director
/s/ December 28, 2000
---------------------------------------------
Richard V. Neill, Sr., Director
