<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
--------------------
For the Quarterly Period Ended March 31, 1997 Commission File #0-21942
FIRST PALM BEACH BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0418027
(State of Incorporation) (I.R.S. Employer Identification No.)
450 South Australian Avenue
West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (561) 655-8511
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
--- ---
The number of shares outstanding of the issuer's common stock, par
value $.01 per share, was 5,029,337 at April 30, 1997.
<PAGE> 2
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
FORM 10-Q
Index
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995 for Forward-Looking Information .................. 2
Part I. Financial Information
- ------------------------------
Item 1 Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 1996 and March 31, 1997 (unaudited) .......... 3
Consolidated Statements of Operations for the Three and
Six Months ended March 31, 1996 and 1997 (unaudited) ....... 4
Consolidated Statements of Changes in Stockholders' Equity
for the Six Months ended March 31, 1996 and 1997 (unaudited) 5-6
Consolidated Statements of Cash Flows for the Six Months
ended March 31, 1996 and 1997 (unaudited) .................. 7-8
Notes to Unaudited Consolidated Financial Statements ....... 9-11
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 12-15
Part II. Other Information
- --------------------------
Item 1 Legal Proceedings .......................................... 16
Item 2 Changes in Securities ...................................... 16
Item 3 Default upon Senior Securities ............................. 16
Item 4 Submission of Matters to a Vote of Security Holders ........ 16
Item 5 Other Information .......................................... 16
Item 6 Exhibits and Reports on Form 8-K ........................... 16
Signature Page ...................................................... 17
Exhibit Index ....................................................... 18
Exhibit 11 .......................................................... 19
</TABLE>
<PAGE> 3
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
for Forward-Looking Information
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), First Palm Beach Bancorp,
Inc., (the "Company") is hereby filing cautionary statements identifying
important factors that could cause the Company's actual results to differ
materially from those projected in "forward-looking statements" (as such term is
defined in the Reform Act) of the Company made by or on behalf of the Company
which are made orally, whether in presentations, in response to questions or
otherwise, or in writing in this report or any other future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases or other public or shareholder communications. Any statements that
express, or involve discussions as to expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not always, through the
use of words or phrases such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "projection," "outlook") are not
historical facts and may be forward-looking and, accordingly, such statements
involve estimates, assumptions, and uncertainties which could cause actual
results to differ materially from those expressed in the forward-looking
statements. Accordingly, any such statements are qualified in their entirety by
reference to, and are accompanied by, the following important factors that could
cause the Company's actual results to differ materially from those contained in
the forward-looking statements of the Company made by or on behalf of the
Company.
The Company cautions that the following important factors could cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements of the Company made by or on behalf of the Company.
Any forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.
Some important factors that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements include those
related to the national economic environment, particularly in the region in
which the Company's subsidiary, First Bank of Florida (the "Bank"), operates,
competition, fiscal and monetary policies of the U.S. government, changes in
governmental legislation and regulations affecting financial institutions,
including regulatory fees and capital requirements, changes in prevailing
interest rates, credit risk management and asset/liability management, the
financial and securities markets, deposit flows, changes in the quality or
composition of the Bank's loan and investment portfolios, and the availability
of and cost associated with sources of liquidity.
All such factors are difficult to predict, contain uncertainties which may
materially affect actual results and are beyond the control of the Company.
2
<PAGE> 4
Part I - Financial Information
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
September 30, 1996 and March 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited)
September 30, 1996 March 31, 1997
------------------ --------------
<S> <C> <C>
Assets
- ------
Cash and amounts due from depository institutions $ 19,438 $ 21,672
Interest earning deposits 141,975 57,584
---------- ----------
Total cash and cash equivalents 161,413 79,256
Securities available-for-sale 27,551 44,991
Securities held-to-maturity 6,981 16,985
Mortgage-backed and related securities available-for-sale 105,866 161,440
Mortgage-backed and related securities held-to-maturity 126,407 135,798
Loans receivable - net of allowance for loan losses 1,007,881 1,058,857
Real estate owned 1,626 1,927
Repossessed automobiles 1,602 975
Office properties and equipment, net 23,077 28,978
Federal Home Loan Bank stock 10,053 10,049
Accrued interest receivable 8,147 9,274
Goodwill 2,825 2,728
Other assets 6,591 6,977
---------- ----------
Total assets $1,490,020 $1,558,235
========== ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Deposit accounts $1,136,722 $1,217,007
Advances from Federal Home Loan Bank 201,025 200,975
Securities sold under agreements to repurchase 10,000 10,000
Advances from borrowers for taxes and insurance 14,657 7,234
Other liabilities 27,756 24,161
Deferred income taxes (5,565) (6,546)
---------- ----------
Total liabilities $1,384,595 $1,452,831
Stockholders' equity:
Preferred stock ($.01 par value) authorized 1,000,000 shares; none outstanding -- --
Common stock ($.01 par value) authorized 10,000,000 shares; issued
5,496,375 shares; outstanding 5,093,096 and 5,009,337 (net of treasury
stock) at September 30, 1996 and March 31, 1997, respectively 55 55
Additional paid-in capital 52,891 52,928
Retained earnings, substantially restricted 65,064 68,101
Treasury stock, at cost (403,279 shares at September 30, 1996 and
487,038 shares at March 31, 1997) (8,660) (10,666)
Common stock purchased by:
Employee stock ownership plan (1,769) (1,371)
Recognition and retention plans (161) (177)
Unrealized decrease in fair value on available-for-sale securities
(net of applicable income taxes) (1,995) (3,466)
---------- ----------
Total stockholders' equity 105,425 105,404
---------- ----------
Total liabilities and stockholders' equity $1,490,020 $1,558,235
========== ==========
</TABLE>
These financial statements should be read in conjunction with the Notes to
Unaudited Consolidated Financial Statements on Pages 9, 10 and 11 herein and the
Notes to Consolidated Financial Statements appearing in First Palm Beach
Bancorp, Inc.'s 1996 Annual Report to Stockholders.
3
<PAGE> 5
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -----------------------
Mar. 31, Mar. 31, Mar. 31, Mar. 31,
Interest Income: 1996 1997 1996 1997
- ---------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Loans $ 21,348 $ 21,613 $ 39,491 $ 42,680
Securities available-for-sale 1,115 1,036 1,578 3,091
Securities held-to-maturity 170 344 635 612
Mortgage-backed and related securities available-for-sale 1,296 2,000 2,621 3,312
Mortgage-backed and related securities held-to-maturity 2,364 2,341 4,932 4,439
Other 212 174 409 362
-------- -------- -------- --------
Total interest income 26,505 27,508 49,666 54,496
-------- -------- -------- --------
Interest Expense:
- -----------------
Deposits 12,358 14,045 23,003 27,840
Advances from Federal Home Loan Bank 3,165 2,371 6,031 4,994
Securities sold under agreements to repurchase 150 146 419 295
-------- -------- -------- --------
Total interest expense 15,673 16,562 29,453 33,129
-------- -------- -------- --------
Net interest income 10,832 10,946 20,213 21,367
Provision for loan losses 957 567 1,584 1,369
-------- -------- -------- --------
Net interest income after provision
for loan losses 9,875 10,379 18,629 19,998
-------- -------- -------- --------
Other Income:
- -------------
Servicing income and other fees 783 953 1,555 1,955
Net gain (loss) on sale of loans, mortgage servicing
rights and mortgage-backed and related securities (6) 397 33 927
Net gain on sale of securities available-for-sale 406 329 811 329
Miscellaneous 312 454 653 828
-------- -------- -------- --------
Total other income 1,495 2,133 3,052 4,039
-------- -------- -------- --------
Other Expenses:
- ---------------
Employee compensation and benefits 4,041 4,758 7,705 8,842
Occupancy and equipment 1,158 1,563 2,130 2,957
Federal deposit insurance premium 510 183 1,020 595
Provision for losses and net losses (gains) on sale of
real estate owned 2 90 (8) 52
Advertising and promotion 114 310 241 682
Miscellaneous 1,087 1,812 1,933 3,326
-------- -------- -------- --------
Total other expenses 6,912 8,716 13,021 16,454
-------- -------- -------- --------
Income before provision for income taxes 4,458 3,796 8,660 7,583
Provision for income taxes 1,783 1,520 3,461 3,034
-------- -------- -------- --------
Net income $ 2,675 $ 2,276 $ 5,199 $ 4,549
======== ======== ======== ========
Earnings per share:
Primary and Fully Diluted $ 0.52 $ 0.46 $ 1.02 $ 0.91
</TABLE>
These financial statements should be read in conjunction with the notes to
Unaudited Consolidated Financial Statements on Pages 9, 10 and 11 herein and the
Notes to Consolidated Financial Statements appearing in First Palm Beach
Bancorp, Inc.'s 1996 Annual Report to Stockholders.
4
<PAGE> 6
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended March 31, 1996 and 1997
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
(Decrease)
Increase
In Fair
Common Common Value on
Additional Stock Stock Available- Total
Common Paid-in Retained Treasury Purchased Purchased for-Sale Stockholders'
Stock Capital Earnings Stock by ESOP by RRP Securities Equity
------ ---------- -------- -------- --------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Six months ended March 31, 1996
- -------------------------------
Balance at September 30, 1995 $55 $ 51,733 $ 66,592 $(7,283) $(2,509) $(621) $(3,356) $ 104,611
Net income -- -- 5,199 -- -- -- -- 5,199
Accretion of unrealized gain on
securities and mortgage-backed and
related securities transferred from
available-for-sale to held-to-maturity,
net of income taxes -- -- -- -- -- -- (33) (33)
Change in unrealized losses on
securities available-for-sale
and mortgage-backed and related
available-for-sale,
net of income taxes -- -- -- -- -- -- 1,118 1,118
Amortization of deferred compensation
Employee Stock Ownership Plan and
Recognition and Retention Plans -- 300 -- -- 361 360 -- 1,021
Issue 299,478 shares of Treasury Stock
for purchase of PBS Financial Corp. -- 496 -- 6,130 -- -- -- 6,626
Purchase of Treasury Stock at cost
(254,353 shares) -- -- -- (5,615) -- -- -- (5,615)
Exercise of stock options by certain
directors and employees -- (27) -- 51 -- -- -- 24
Declaration of dividends of $0.20
per share -- -- (1,053) -- -- -- -- (1,053)
--- -------- -------- ------- ------- ----- ------- ---------
Balance at March 31, 1996 $55 $ 52,502 $ 70,738 $(6,717) $(2,148) $(261) $(2,271) $ 111,898
=== ======== ======== ======= ======= ===== ======= =========
</TABLE>
These financial statement should be read in conjunction with the Notes to
Unaudited Consolidated Financial Statements on Page 9, 10 and 11 herein and the
Notes to Consolidated Financial Statements appearing in First Palm Beach
Bancorp, Inc.'s 1996 Annual Report to Stockholders.
5
<PAGE> 7
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended March 31, 1996 and 1997
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
(Decrease)
Increase
In Fair
Common Common Value on
Additional Stock Stock Available- Total
Common Paid-in Retained Treasury Purchased Purchased for-Sale Stockholders'
Stock Capital Earnings Stock by ESOP by RRP Securities Equity
------ ---------- -------- -------- --------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Six months ended March 31, 1997
- -------------------------------
Balance at September 30, 1996 $55 $ 52,891 $ 65,064 $ (8,660) $(1,769) $(161) $(1,995) $ 105,425
Net income -- -- 4,549 -- -- -- -- 4,549
Accretion of unrealized gain on
securities and mortgage-backed and
related securities transferred from
available-for-sale to held-to-maturity,
net of income taxes -- -- -- -- -- -- (17) (17)
Change in unrealized losses on
securities available-for-sale
and mortgage-backed and related
securities available-for-sale,
net of income taxes -- -- -- -- -- -- (1,454) (1,454)
Amortization of deferred compensation
Employee Stock Ownership Plan and
Recognition and Retention Plans -- 396 -- -- 398 (16) -- 778
Purchase of Treasury Stock at cost
(114,000 shares) -- -- -- (2,668) -- -- -- (2,668)
Exercise of stock options by certain
directors and employees -- (359) -- 662 -- -- -- 303
Declaration of dividends of $0.30
per share -- -- (1,512) -- -- -- -- (1,512)
--- -------- -------- -------- ------- ----- ------- ---------
Balance at March 31, 1997 $55 $ 52,928 $ 68,101 $(10,666) $(1,371) $(177) $(3,466) $ 105,404
=== ======== ======== ======== ======= ===== ======= =========
</TABLE>
These financial statement should be read in conjunction with the Notes to
Unaudited Consolidated Financial Statements on Page 9, 10 and 11 herein and the
Notes to Consolidated Financial Statements appearing in First Palm Beach
Bancorp, Inc.'s 1996 Annual Report to Stockholders.
6
<PAGE> 8
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Six Months Ended March 31, 1996 and March 31, 1997
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Mar. 31, Mar. 31,
1996 1997
--------- ---------
<S> <C> <C>
Cash flow from (for) operating activities:
Net Income $ 5,199 $ 4,549
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 526 793
Employee Stock Ownership Plan and Recognition and Retention Plan
compensation expense 1,021 778
Accretion of discounts, amortization of premiums, and other deferred
yield items (266) (328)
Amortization of goodwill 48 97
Provision for loan losses 1,584 1,369
Provision for losses and net (gains) losses on sales of real estate owned (8) 52
Net (gain) loss on sale of:
Loans (76) (423)
Mortgage-backed and related securities 17 (504)
Other securities (811) (329)
Increase in loans held-for-sale (2,215) --
Change in assets and liabilities net of effects from purchase of PBS
Financial Corp.:
Increase in accrued interest receivable (876) (1,127)
(Increase) decrease in other assets 2,195 (386)
Increase (decrease) in other liabilities net of change in dividends payable 347 (3,837)
--------- ---------
Net cash provided by operating activities 6,685 704
--------- ---------
Cash flow from (for) investing activities:
Loan originations and principal payments on loans (169,450) (83,490)
Principal payments received on mortgage-backed and related securities 21,185 26,258
Purchases of:
Loans (395) (1,036)
Mortgage-backed and related securities held-to-maturity -- (32,713)
Mortgage-backed and related securities available-for-sale -- (91,639)
Securities held-to-maturity -- (15,413)
Securities available-for-sale (212,000) (112,767)
Office properties and equipment (1,982) (6,694)
Proceeds from sales of:
Loans 16,750 27,747
Mortgage-backed and related securities available-for-sale 8,187 31,990
Securities available-for-sale 138,803 62,916
Repossessed automobiles 3,217 10,397
Real estate acquired in settlement of loans 1,022 1,260
(Purchase) Sale of Federal Home Loan Bank stock (1,777) 4
Proceeds from maturities of securities 58,437 37,797
Cash acquired through purchase of PBS Financial Corp., net of cash payments
relating to purchase 9,873 --
Other investing activities (1,403) (6,655)
--------- ---------
Net cash used for investing activities $(129,533) $(152,038)
--------- ---------
</TABLE>
These financial statements should be read in conjunction with the notes to
Unaudited Consolidated Financial Statements on Pages 9, 10 and 11 herein and the
Notes to Consolidated Financial Statements appearing in First Palm Beach
Bancorp, Inc.'s 1996 Annual Report to Stockholders.
7
<PAGE> 9
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Six Months Ended March 31, 1996 and March 31, 1997
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Mar. 31, Mar. 31,
1996 1997
--------- ---------
<S> <C> <C>
Cash flow from (for) financing activities:
Purchase of treasury stock at cost $ (5,615) $ (2,668)
Exercise of stock options 24 303
Net increase (decrease) in:
NOW accounts, demand deposits, and savings accounts 38,416 22,440
Certificates of deposit 65,343 57,845
Advances from Federal Home Loan Bank 54,950 (50)
Securities sold under agreement to repurchase (8,427) --
Advances by borrowers for taxes and insurance (7,754) (7,423)
Dividends paid on stock (802) (1,270)
--------- ---------
Net cash provided by financing activities 136,135 69,177
--------- ---------
Net increase (decrease) in cash and cash equivalents 13,287 (82,157)
Cash and cash equivalents, beginning of period 25,132 161,413
--------- ---------
Cash and cash equivalents, end of period $ 38,419 $ 79,256
========= =========
Supplemental disclosure of cash flows
Supplemental disclosure of cash flow information:
Cash paid for income taxes $ 3,258 $ 155
========= =========
Cash paid for interest on deposits and other borrowings $ 28,328 $ 34,291
========= =========
Supplemental schedule of noncash investing and financing activities:
Repossessed automobiles acquired in settlement of loans $ 6,138 $ 9,306
========= =========
Real estate acquired in settlement of loans $ 51 $ 1,585
========= =========
Change in unrealized loss (gain) on available-for-sale securities,
net of income taxes $ (1,085) $ 1,471
========= =========
On December 8, 1995 the Company purchased all of the stock of
PBS Financial Corp. ("PBS")
Consideration paid for PBS:
Cash $ 1,107
Capital stock issued 6,626
---------
Total purchase price 7,733
Fair value of net assets acquired (4,763)
---------
Goodwill $ 2,970
=========
</TABLE>
These financial statements should be read in conjunction with the notes to
Unaudited Consolidated Financial Statements on Pages 9, 10 and 11 herein and the
Notes to Consolidated Financial Statements appearing in First Palm Beach
Bancorp, Inc.'s 1996 Annual Report to Stockholders.
8
<PAGE> 10
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Generally Accepted Accounting Principles
(GAAP) for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all
material adjustments (consisting of only normal recurring accruals)
necessary for a fair presentation have been included. The results of
operations and other data for the six months ended March 31, 1997 are
not necessarily indicative of results that may be expected for the
entire fiscal year ending September 30, 1997.
The unaudited consolidated financial statements include the accounts of
First Palm Beach Bancorp, Inc. (the "Company") and its wholly-owned
subsidiary, First Bank of Florida (the "Bank"), and the Bank's
wholly-owned subsidiaries - The Big First, Inc., Retail Investment
Corporation, First Corporate Center, Inc., First Bank of Florida
Mortgage Corporation and PBS Service Corporation. Material intercompany
accounts and transactions have been eliminated in financial statement
consolidation. Certain amounts included in prior periods' consolidated
financial statements have been reclassified to conform to the current
period's presentation.
(2) Conversion to Stock Ownership
The Company was organized in May 1993 as the holding company for the
Bank in connection with the Bank's conversion (the "Conversion") from a
federally chartered mutual savings and loan association to a federally
chartered stock savings and loan association. On September 29, 1993,
the Company completed its initial public offering and sold 5,496,375
shares of common stock at $10.00 per share to depositors, borrowers,
and the employees of the Bank during the subscription offering. The
proceeds from the Conversion after recognizing Conversion expenses and
underwriting costs of $2.5 million were $52.5 million and are recorded
as common stock and additional paid-in capital in the accompanying
consolidated statements of financial condition. The Company utilized
$25.2 million of the net proceeds to purchase all of the capital stock
of the Bank.
In connection with the Conversion, the Bank established for eligible
employees an Employee Stock Ownership Plan ("ESOP"). The ESOP borrowed
$4.2 million from the Company and purchased 423,200 common shares
issued in the Conversion. The Bank is expected to make scheduled
discretionary cash contributions to the ESOP sufficient to service the
amount borrowed. The $4.2 million in stock issued by the Company was
reflected as a charge to unearned compensation and a credit to common
stock and additional paid-in capital. The unamortized balance of
unearned compensation is shown as a deduction from stockholders'
equity. The unpaid balance of the ESOP loan is eliminated in
consolidation. For the quarters ended March 31, 1997 and 1996, ESOP
expenses of $349,000 and $301,000, respectively, were recognized. For
the six months ended March 31, 1997 and 1996, ESOP expenses of $698,000
and $602,000, respectively, were recognized.
In 1993, the Bank established two Recognition and Retention Plans
("RRPs") which purchased in the aggregate 211,600 shares of common
stock in the Conversion and contributed $2.1 million to fund the
purchase of the RRP shares. Awards which were made at the date of
Conversion vested in three equal annual installments commencing on
September 29, 1994, the first anniversary date of the effective date of
these awards. As of March 31, 1997, all of the awards made under the
RRPs had vested except two awards totaling 10,600 shares made to two
non-employee directors which vest at a rate of 33 1/3% per year
beginning September 17, 1997, and one award of 1,000 shares made to an
officer which will vest July 15, 1997.
The aggregate purchase price of these shares is amortized as
compensation expense over the vesting period. The unamortized cost of
the RRPs is reflected as a reduction from stockholders' equity. For the
quarters ended March 31, 1997 and 1996, RRP expense of $30,000 and
$180,000, respectively, was recognized. For the six months ended March
31, 1997, the Bank reversed an over-accrual of $76,000 resulting in a
net reversal in RRP expense of $16,000. An expense of $360,000 was
recorded during the six months ended March 31, 1996.
In 1993, the Company adopted stock option plans for the benefit of
directors, officers, and other key employees of the Bank. The number of
shares of common stock initially reserved for issuance under the stock
option plans was equal to 10% of the total number of common shares
issued pursuant to the Conversion. In January 1997, the stockholders
approved the reservation of an additional 250,000 shares of common
stock for issuance under the 1993 First Palm Beach Bancorp, Inc.
Incentive Stock Option Plan. On March 18, 1997, the Company issued
233,000 stock options to certain officers of the Bank at an exercise
price of $29.06 and are exercisable as of the date of grant. Under the
stock option plans, the option exercise price cannot be less than the
fair value of the underlying common stock as of the date of the option
grant, and the maximum option term cannot exceed ten years.
9
<PAGE> 11
Stock options awarded to non-employee directors may be exercised at any
time after grant. At March 31, 1997, there were 121,726 options
outstanding to non-employee directors and 26,500 options available for
future grants to non-employee directors.
Stock options granted to officers and employees are exercisable based
on a schedule approved by the Bank's Board of Directors. At March 31,
1997, stock options outstanding to officers and employees were 365,090,
all of which are currently exercisable. At March 31, 1997, there are
18,968 options available for future grants to officers and employees.
(3) Earnings Per Share
Earnings per share of common stock for the quarters ended March 31,
1997 and 1996 were determined by dividing net income for the period by
the weighted average number of shares of common stock and common stock
equivalents outstanding which were 4,980,320 and 5,139,990,
respectively, excluding unallocated shares held by the ESOP. Earnings
per share of common stock for the six months ended March 31, 1997 and
1996 were determined by dividing net income for the period by the
weighted average number of shares of common stock and common stock
equivalents outstanding which were 5,003,428 and 5,100,461,
respectively, excluding unallocated shares held by the ESOP. Stock
options are regarded as common stock equivalents and, therefore, are
considered in both primary and fully diluted earnings per share
calculations. Common stock equivalents are computed using the treasury
stock method. Including stock options in the calculation of primary
earnings per share has a dilutive effect of $0.01 per share for the
three month periods ended March 31, 1997 and 1996. Including stock
options in the calculation of primary earnings per share reduces
earnings per share by $0.02 and $0.03 for the six months ended March
31, 1997 and 1996, respectively.
In March 1997, the Financial Accounting Standards Board (" FASB")
issued SFAS #128, "Earnings per Share." The statement is designed to
make the earnings per share computation comparable to International
Accounting Standards and is effective for financial statements issued
for periods ending after December 15, 1997. For the quarter ended March
31, 1997, basic earnings per share and diluted earnings per share as
computed under the provisions of SFAS #128 would be $0.47 and $0.46,
respectively.
(4) Commitments and Contingencies
Commitments to originate loans of $34.7 million at March 31, 1997
represent the total principal amounts which the Bank plans to fund
within the normal commitment period of 60 to 90 days. As of March 31,
1997, the Bank had $77.0 million in commitments to purchase mortgage
pool or investment securities. As of March 31, 1997, the Bank had $1.7
million in commitments to purchase loans.
(5) Accounting for Impairment of Loans
In May 1993, the FASB issued SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan." The Statement generally requires all creditors
to account for impaired loans, except those loans that are accounted
for at fair value or at the lower of cost or fair value, at the present
value of the expected future cash flows discounted at the loan's
effective interest rate. In October 1994, the FASB issued SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan - Income Recognition
and Disclosures." This Statement amends SFAS No. 114 to allow a
creditor to use existing methods for recognizing interest income on an
impaired loan. SFAS No. 118 does not change the provisions in SFAS No.
114 that require a creditor to measure impairment based on the present
value of expected future cash flows discounted at the loan's effective
interest rate, or at the market price of the loan or the fair value of
the collateral if the loan is collateral dependent. The Bank adopted
the provisions of SFAS No. 114 as amended by SFAS No. 118 effective
October 1, 1995.
An analysis of the changes in the allowance for loan losses for the six
months ended March 31, 1997 and fiscal year ended September 30, 1996,
is as follows:
<TABLE>
<CAPTION>
Fiscal Six
Year Months
Ended Ended
Sept. 30, Mar. 31,
1996 1997
--------- --------
(In thousands)
<S> <C> <C>
Balance at beginning of period $ 2,157 $ 11,855
Increase in allowance due to acquisition of PBS Financial Corp. 2,253 --
Current provision 15,704 1,369
Charge-offs - net (8,259) (5,329)
-------- --------
Ending balance $ 11,855 $ 7,895
======== ========
</TABLE>
10
<PAGE> 12
At March 31, 1997, the Bank's impaired loans consisted of the
following:
<TABLE>
<CAPTION>
March 31, 1997
----------------------------
Loan Related
Balances Allowance
-------- ---------
(In thousands)
<S> <C> <C>
Impaired loan balances and related allowance for loan losses $6,585 $ 973
</TABLE>
In January 1997, a home builder in Palm Beach County, who is the
contractor of record on 23 loans to individual borrowers totaling $5.0
million at March 31, 1997, declared bankruptcy. The Bank is reviewing
its options concerning construction shortfalls faced by the individual
borrowers to complete their homes. The Bank's management is of the
view, based on its review to date, that such construction fund
shortfalls will not result in a material loss to the Bank. Contractor
liens filed against properties are being reviewed by the Bank's
management to assess the extent of their impact on the Bank. Such
impact cannot be determined at this time. The impaired loan balances
above include an unsecured line of credit for $349,000 to the home
builder, which is fully reserved. The reserve amount is included in the
related allowances.
11
<PAGE> 13
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Management's Discussion and Analysis of Financial Condition
and Results of Operations
This discussion should be read in conjunction with the Notes to Unaudited
Consolidated Financial Statements contained herein and with Management's
Discussion and Analysis of Financial Condition and Results of Operations
appearing in First Palm Beach Bancorp, Inc.'s 1996 Annual Report to
Stockholders.
General
First Palm Beach Bancorp, Inc., (the "Company") was formed as the holding
company for First Bank of Florida (the "Bank") in connection with the Bank's
conversion (the "Conversion") from a federally chartered mutual savings and loan
association to a federally chartered stock savings and loan association on
September 29, 1993. On that date, the Company issued and sold 5,284,775 shares
of common stock, par value $0.01 per share, at $10.00 per share to complete the
Conversion. An additional 211,600 shares were purchased by the Bank's
Recognition and Retention Plans ("RRPs") at $10.00 per share. Net proceeds to
the Company after $2.5 million in expenses and underwriting costs were $52.5
million. The Company used $25.2 million of the net proceeds to purchase all the
capital stock of the Bank, and lent $4.2 million to the Bank's Employee Stock
Ownership Plan ("ESOP"). The remaining proceeds of $23.0 million were advanced
to the Bank under a note agreement carrying an interest rate tied to the one
month short-term credit advance of the Federal Home Loan Bank ("FHLB") of
Atlanta. The rate on the note was 5.50% during the quarter ended March 31, 1997
and the balance on the note at March 31, 1997 was $5.9 million.
On December 8, 1995 (the "Effective Date"), the Company completed the
acquisition of PBS Financial Corp. ("PBS") by means of the merger (the "Merger")
of PBS with and into the Company, pursuant to an Agreement and Plan of Merger
between the Company and PBS dated as of May 31, 1995 (the "Agreement').
Concurrently with the Merger, Palm Beach Savings and Loan, F.S.A. ("Palm Beach
Savings"), the savings and loan subsidiary of PBS, merged with and into the Bank
in accordance with a Plan of Merger and Combination dated as of May 31, 1995
between Palm Beach Savings and the Bank. In conjunction with and as a part of
the Merger, each of the 283,700 shares of PBS Class A common stock issued and
outstanding and 419,300 shares of PBS Class B common stock issued and
outstanding at the Effective Date was converted into (i) .426 of a share of the
Company's Common Stock and (ii) a cash payment of $0.75 per share of PBS common
stock. Based on an aggregate of 703,000 shares of PBS Class A and Class B common
stock issued and outstanding, the Company issued in the aggregate 299,478 shares
of the Company's Common Stock and made $527,250 in cash payments. Also in
conjunction with the Merger, the Company paid $88,544 in exchange for all
outstanding PBS Options, and $459,536 in exchange for all outstanding PBS
Warrants.
The Company's consolidated results of operation are primarily those of the Bank.
The Bank's principal business has been, and continues to be, attracting retail
deposits from the general public and investing those deposits, together with
funds generated from operations and borrowings, primarily in one-to-four family,
owner-occupied, residential mortgage loans, consumer loans, and, to a lesser
extent, construction loans, commercial real estate loans, and multi-family
residential mortgage loans. In addition, the Bank invests in mortgage-backed
securities, securities issued by the U.S. Government and government agencies,
and other investments permitted by federal laws and regulations. The Bank is a
member of the FHLB system and its deposits are insured to the applicable limits
by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is subject
to regulation by the Office of Thrift Supervision (the "OTS") as its chartering
agency and the FDIC as its deposit insurer.
The Bank has 40 full-service branches in Palm Beach, Martin, Broward, Dade and
Lee Counties, Florida. Two loan production offices are located in Palm Beach
County and one is in Broward County. As of March 31, 1997, the Bank operated
four of its full-service branches inside of Winn-Dixie supermarkets and ten
inside of Albertson's supermarkets. The Bank intends to open additional
supermarket branches at Albertson's in the future. During the quarter ended
March 31, 1997, the Bank opened three full-service supermarket branches.
The Bank has five wholly-owned subsidiaries: First Bank of Florida Mortgage
Corporation which provides mortgage brokerage services to the Bank; The Big
First, Inc., which develops residential real estate; Retail Investment
Corporation which collected rent and commission from Liberty Securities
Corporation which offered mutual funds and annuities to customers of the Bank;
First Corporate Center, Inc., which engages in maintenance and management of
improved real estate; and PBS Service Corporation which was acquired in the
Merger. Only First Bank of Florida Mortgage Corporation is currently active.
The Bank's results of operations depend primarily on net interest income, which
is the difference between the interest income earned on its loans and investment
portfolio, and its cost of funds, consisting of the interest paid on deposits
and borrowings. Net interest income is impacted by the provision for loan
losses. The Bank's operating results are also affected, to a lesser extent, by
fee income and by gains or losses on the sale of loans, securities and
mortgage-backed securities available-for-sale, and real estate owned. The Bank's
operating expenses consist primarily of employee compensation, occupancy
expenses, FDIC insurance premiums and other general and administrative expenses.
The Bank's results of operations are also significantly affected by general
economic and competitive conditions, particularly changes in market interest
rates, government policies and actions of regulatory authorities.
12
<PAGE> 14
Liquidity and Capital Resources
The Bank's most liquid assets are cash, amounts due from depository institutions
and interest-bearing deposits. The levels of these assets depend on the Bank's
lending, investing, operating and deposit activities during any given period. At
March 31, 1997, cash, amounts due from depository institutions and
interest-earning deposits totaled $79.3 million.
The Bank's primary sources of funds are deposits, proceeds from principal and
interest payments on loans, proceeds from the amortization of, the maturing of
and sales of securities, advances from the FHLB and securities sold under
agreements to repurchase ("reverse repurchase agreements"). While maturity and
scheduled amortization of loans and securities are predictable sources of funds,
deposit inflows and mortgage prepayments are greatly influenced by local market
conditions, general interest rates and regulatory changes.
Under OTS regulations, the Bank is required to maintain liquid assets of at
least 5% of the average daily balance of the sum of its net withdrawable deposit
accounts plus short-term borrowings during the preceding calendar month. For
purposes of these regulations, liquid assets consist of cash, amounts due from
depository institutions, interest-bearing deposits and short and intermediate
term U.S. Government and government agency securities. The Bank historically has
maintained a level of liquid assets in excess of this regulatory requirement.
The Bank's liquidity ratio was 9.2% and 16.3% at March 31, 1997 and September
30, 1996, respectively. Liquidity management for the Bank is a daily and
long-term function of the Bank's management strategy. If the Bank requires
liquid funds beyond its ability to generate them internally, additional sources
of funds are available through the use of FHLB advances and reverse repurchase
agreements.
The primary investment activity of the Bank is the origination of mortgage and
consumer loans. During the six months ended March 31, 1997 the Bank originated
mortgage and consumer loans in the aggregate amount of $191.7 million as
compared to $265.8 million for the six months ended March 31, 1996, a decrease
resulting from the Bank's decision to discontinue originations of indirect
consumer loans. A primary component of the Bank's current strategic plan is to
increase its originations of mortgage and consumer loans, excluding indirect
loans. At September 30, 1996, the Bank discontinued its indirect automobile
lending program which produced higher delinquency rates and a level of
repossessed assets which management deemed unacceptable and which resulted in
higher loan loss provisions. Repossessed automobiles decreased from $1.6 million
at September 30, 1996 to $975,000 at March 31, 1997. The Bank also invests in
U.S. Treasury and agency securities, collateralized mortgage obligations,
municipal bonds and FHLB overnight funds. During periods when the Bank's loan
demand is lower, the Bank may purchase short-term investment securities to
obtain a higher yield than otherwise would be available.
At March 31, 1997, the Bank had outstanding commitments to originate $34.7
million of loans and had $77.0 million in commitments to purchase mortgage pool
or investment securities. At March 31, 1997 the Bank had $1.7 million in
commitments to purchase loans. Management is of the opinion that the Bank will
have sufficient funds available to meet all of these commitments. At March 31,
1997, certificates of deposits scheduled to mature in one year or less after
March 31, 1997 totaled $646.5 million. Based on the Bank's past experience and
current market conditions, management is of the opinion that a significant
portion of these funds will remain with the Bank.
At March 31, 1997, the Bank exceeded each of the three OTS capital requirements.
The Bank's ratios were: 6.20% tangible capital ratio; 6.20% core capital ratio
and 12.10% risk-based capital ratio. The OTS minimum regulatory capital ratio
requirements at March 31, 1997 were 1.5%, 3.0%, and 8.0% respectively.
Changes in Financial Condition
Total assets increased $68.0 million to $1.558 billion at March 31, 1997 from
$1.490 billion at September 30, 1996. Cash and cash equivalents, securities
held-to-maturity, securities available-for-sale, mortgage-backed and related
securities held-to-maturity and mortgage-backed and related securities
available-for-sale increased $10.3 million to $438.5 million at March 31, 1997
from $428.2 million at September 30, 1996. Office properties and equipment
increased by $5.9 million to $29.0 million at March 31, 1997 from $23.1 million
at September 30, 1996 due to the addition of seven new branch locations and
capitalized improvements related to the relocation of the Bank's corporate
offices. Loans receivable increased by $51.0 million to $1.059 billion at March
31, 1997 from $1.008 billion at September 30, 1996. Loans originated amounted to
$191.7 million (which included $162.6 million in mortgage loans and $29.1
million of consumer loans) during the six months ended March 31, 1997 compared
to $265.8 million (which included $149.2 million of mortgage loans and $116.6
million of consumer loans) during the six months ended March 31, 1996. Indirect
automobile loan balances decreased to $115.8 million at March 31, 1997 from
$148.2 million at September 30, 1996.
Deposit accounts increased $80.0 million from $1.137 billion at September 30,
1996 to $1.217 billion at March 31, 1997. The average interest rate paid on
deposits increased to 4.89% as of March 31, 1997 from 4.87% as of September 30,
1996.
Advances from the FHLB and other borrowed funds were $211.0 million at September
30, 1996 and at March 31, 1997. Stockholders' equity was $105.4 million at both
September 30, 1996 and March 31, 1997. For the six months ended March 31, 1997,
the major changes affecting stockholders' equity resulted from net income of
$4.6 million and increases in the unrealized loss on securities
available-for-sale and mortgage-backed and related securities available-for-sale
of $1.5 million to $3.5 million at March 31, 1997, compared to $2.0 million at
September 30,
13
<PAGE> 15
1996. During the six months ended March 31, 1997, the Company purchased 114,000
shares of its stock to be held as treasury stock at an average cost of $23.40,
resulting in increases in treasury stock to $10.7 million at March 31, 1997 from
$8.7 million at September 30, 1996.
Interest Rate Sensitivity
The matching of assets and liabilities may be analyzed by examining the extent
to which assets and liabilities are "interest rate sensitive" and by monitoring
an institution's interest rate sensitivity "gap." An asset or liability is
"interest rate sensitive" within a specific time period if it will mature or
reprice within that time period. The interest rate sensitivity gap is defined as
the difference between the aggregate amount of interest-earning assets maturing
or anticipated to reprice, based upon certain assumptions, within a specified
time period and the aggregate amount of interest-bearing liabilities maturing or
anticipated to reprice, based upon certain assumptions, within that time period.
A gap is considered negative when the amount of interest rate sensitive
liabilities maturing or repricing within a specified time frame exceeds the
amount of interest rate sensitive assets maturing or repricing within that same
time frame.
The Bank's policy is to manage its exposure to interest rate risk by attempting
to match the maturities of its interest rate sensitive assets and liabilities,
in part, by emphasizing the origination of adjustable rate mortgages ("ARM") and
short term residential construction loans. As of March 31, 1997, these loans
made up approximately 50% of outstanding mortgage loans. Approximately 10% of
outstanding mortgage loans are loans with seven year and ten year fixed rates
which become one year adjustable loans. These are classified as ARM loans. The
Bank also manages its exposure by purchasing short term securities and short
average life and adjustable-rate collateralized mortgage obligations. The Bank's
one year interest rate sensitivity gap as a percentage of total assets was a
negative 17.2% at March 31, 1997 as compared to a negative 4.5% at September 30,
1996. During the six months ending March 31, 1997, the Bank invested the
proceeds of loan sales of approximately $140 million which occurred at September
30, 1996 into assets with terms longer than one year. Simultaneously, liability
products, primarily certificates with maturities less than 1 year, increased by
approximately $119 million. During a period of rising interest rates, a negative
gap would tend to result in a decrease in net interest income while a positive
gap would tend to increase net interest income.
Asset Quality
The Company and the Bank regularly review interest earning assets to determine
proper valuation of those assets. Management monitors the asset portfolio by
reviewing historical loss experience, known and inherent risks in the portfolio,
the value of any underlying collateral, prospective economic conditions and the
regulatory environment. During the six months ended March 31, 1997,
non-performing assets increased $849,000 to $16.9 million from $16.1 million at
September 30, 1996 primarily because of an increase in non-performing loans
during the period. Repossessed assets decreased $627,000 to $975,000 at March
31, 1997 from $1.6 million at September 30, 1996. As previously discussed, the
Bank discontinued its indirect lending program as of September 30, 1996.
The following table sets forth information regarding the Bank's non-performing
loans, repossessed assets and real estate owned at the dates indicated. The Bank
generally discontinues accruing interest on loans that are 90 days or more past
due, at which time the accrued but uncollected interest is excluded from
interest income.
ASSET QUALITY
(Dollars in thousands)
<TABLE>
<CAPTION>
Sept. 30, Mar. 31,
1996 1997
--------- --------
<S> <C> <C>
Non-performing mortgage loans delinquent more than 90 days $11,279 $11,777
Non-performing other loans delinquent more than 90 days 1,552 2,229
Total non-performing loans 12,831 14,006
Real estate owned, net of related allowance 1,626 1,927
Repossessed assets, net of related allowance 1,602 975
Total non-performing assets $16,059 $16,908
Non-performing loans to total loans 1.20% 1.25%
Non-performing assets to total assets 1.08% 1.09%
Allowance for loan losses to non-performing loans 92.40% 56.37%
</TABLE>
14
<PAGE> 16
RESULTS OF OPERATIONS
Comparison of results in this section are for the three month periods ended
March 31, 1997 and March 31, 1996 and the six month periods then ended.
General
Net income for the quarter ended March 31, 1997 was $2.3 million as compared to
$2.7 million for the quarter ended March 31, 1996, a decrease of $400,000. Net
income for the six months ended March 31, 1997 was $4.6 million as compared to
$5.2 million for the six months ended March 31, 1996, a decrease of $600,000.
The declines in net income for both the quarter and six months ended March 31,
1997 resulted primarily from increases in other expenses which offset the
increases in net interest income and other income.
Net Interest Income
Net interest income before provision for loan losses was $11.0 million for the
quarter ended March 31, 1997 as compared to $10.8 million for the quarter ended
March 31, 1996. For the six months ended March 31, 1997, net interest income
before provision for loan losses was $21.4 million as compared to $20.2 million
for the six months ended March 31, 1996. The increases in net interest income
for the six months ended March 31, 1997 are due to an increase of approximately
$63 million in earning assets to $1.486 billion at March 31, 1997 from $1.423
billion at March 31, 1996 which was partially offset by a decline in the net
interest margin to 3.03% for the six months ended March 31, 1997 from 3.18% for
the six months ended March 31, 1996.
Provision for Loan Losses
During the three months ended March 31, 1997, the provision for loan losses
decreased to $567,000 from $957,000 for the comparable period ended March 31,
1996. For the six months ended March 31, 1997, the provision for loan losses was
$1.4 million as compared to $1.6 million for the same period ended March 31,
1996.
Other Income
Other income increased to $2.1 million for the quarter ended March 31, 1997 from
$1.5 million for the quarter ended March 31, 1996. For the six months ended
March 31, 1997, other income increased to $4.0 million from $3.1 million for the
six months ended March 31, 1996. The increases in other income are primarily the
result of increased servicing income, other fees and miscellaneous income. Net
gains on sales of securities, loans and related mortgage servicing rights were
$1.3 million for the six months ended March 31, 1997 as compared to $844,000 for
the same period in the prior year. In November 1995, the Financial Accounting
Standards Board issued "A Guide to Implementation of SFAS No. 115 on Accounting
for Certain Investments in Debt and Equity Securities - Questions and Answers"
("SFAS 115 Q&A Guide"). SFAS 115 Q&A Guide included a one-time opportunity for
entities which had previously adopted the provisions of SFAS 115 to reconsider
their ability and intent to hold securities to maturity and to allow such
entities to transfer securities from the held-to-maturity category to
available-for-sale without calling into question the intent to hold securities
to maturity. SFAS 115 Q&A Guide required that any one-time reclassification
occur between November 15, 1995 and December 31, 1995. In November 1995, the
Bank reclassified $10.5 million of municipal securities and $20.0 million of
U.S. Treasury notes from held-to-maturity to available-for-sale. Subsequently,
the Bank sold $10.4 million of municipal securities and recognized a gain of
approximately $844,000 on the sale during the six months ended March 31, 1996.
Other Expenses
Other expenses increased to $8.7 million for the quarter ended March 31, 1997 as
compared to $6.9 million for the quarter ended March 31, 1996. For the six
months ended March 31, 1997, other expenses increased to $16.5 million as
compared to $13.0 million for the six months ended March 31, 1996. Since March
31, 1996, the Bank has added ten additional branch locations. Personnel costs in
conjunction with the new branches, as well as staff additions in various
servicing functions, have increased employee compensation and benefits by
$717,000 to $4.8 million for the quarter ended March 31, 1997 from $4.0 million
for the quarter ended March 31, 1996. For the six months ended March 31, 1997,
employee compensation and benefits was $8.8 million, as compared to $7.7 million
for the six months ended March 31, 1996. Additional increases to other expenses
resulted from occupancy and equipment which increased to $1.6 million for the
quarter ended March 31, 1997 as compared to $1.2 million for the same period in
the prior year. For the six months ended March 31, 1997, occupancy and equipment
expenses increased by $827,000 to $3.0 million from $2.1 million at March 31,
1996.
15
<PAGE> 17
Part II - Other Information
FIRST PALM BEACH BANCORP, INC. AND SUBSIDIARY
Item 1 Legal Proceedings
Neither the Company nor its subsidiaries are involved in any pending
legal proceedings, other than routine legal matters occurring in the
ordinary course of business which in the aggregate involve amounts
which in management's opinion are not material to the consolidated
financial condition or results of operations of the Company.
Item 2 Changes in Securities
Not applicable.
Item 3 Default upon Senior Securities
Not applicable.
Item 4 Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders of First Palm Beach
Bancorp, Inc. was held January 21, 1997 for the purpose of
considering and voting upon the following matters:
1. The election of three directors for terms of three
years each, and the election of one director to serve
a one year term;
2. The approval of an amendment to the First Palm Beach
Bancorp, Inc. 1993 Incentive Stock Option Plan to
authorize an additional 250,000 shares of Common
Stock of the Company available for issuance pursuant
to option grants under such plan;
3. The ratification of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal
year ending September 30, 1997.
(b) Omitted pursuant to instructions.
(c) The following table sets forth the results as to each matter
voted upon.
<TABLE>
<CAPTION>
% BROKER
PROPOSAL FOR AGAINST ABSTAIN WITHHELD APPROVED NON-VOTES
-------- --------- --------- ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
No. 1
Greene 3,796,393 -- -- 426,632 89.90% -0-
Davis 3,796,193 -- -- 426,832 89.90% -0-
Sokoloff 3,795,993 -- -- 427,032 89.89% -0-
Hadley 3,795,493 -- -- 427,532 89.87% -0-
No. 2 2,739,934 1,290,029 61,970 -- 64.86% 131,092
No. 3 4,034,416 174,688 13,921 -- 95.53% -0-
</TABLE>
(d) Not applicable.
Item 5 Other Information
Not applicable.
Item 6 Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report:
11 Statement Re: Computation of Per Share Earnings.
27 Financial Data Schedule (for SEC use only).
(b) There were no reports filed on Form 8-K during the quarter
ended March 31, 1997.
16
<PAGE> 18
FIRST PALM BEACH 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.
First Palm Beach Bancorp, Inc.
(Registrant)
Date:
May 9, 1997 /s/ Louis O. Davis, Jr.
-----------------------------------------------------
Louis O. Davis, Jr.
President and Chief Executive Officer
(Duly Authorized Officer)
Date:
May 9, 1997 /s/ R. Randy Guemple
-----------------------------------------------------
R. Randy Guemple
Treasurer and Chief Financial Officer
(Principal Financial Officer)
17
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
11 Statement Re: Computation of Per Share Earnings................. 19
27 Financial Data Schedule (for SEC use only)
</TABLE>
18
<PAGE> 1
EXHIBIT 11
Statement Re: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-------------------------------- --------------------------------
Mar. 31, 1996 Mar. 31, 1997 Mar. 31, 1996 Mar. 31, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1. Net income $2,675,000 $2,276,000 $5,199,000 $4,549,000
========== ========== ========== ==========
2. Weighted average common shares outstanding 5,008,470 4,850,524 4,966,761 4,873,632
3. Common stock equivalents due to dilutive effect of
stock options 131,520 129,796 133,700 129,796
---------- ---------- ---------- ----------
4. Total weighted average common shares and
equivalents outstanding for primary earnings per
share computation 5,139,990 4,980,320 5,100,461 5,003,428
========== ========== ========== ==========
5. Primary earnings per share $ 0.52 $ 0.46 $ 1.02 $ 0.91
========== ========== ========== ==========
6. Weighted average common shares outstanding 5,139,990 4,980,320 5,100,461 5,003,428
7. Additional dilutive shares using the higher of the
end of period market value versus average market
value for the period utilizing the treasury stock
method regarding stock options 1,422 12,903 -- 12,903
---------- ---------- ---------- ----------
8. Total weighted average common shares and
equivalents outstanding for fully diluted earnings
per share computation 5,141,412 4,993,223 5,100,461 5,016,331
========== ========== ========== ==========
9. Fully diluted earnings per share $ 0.52 $ 0.46 $ 1.02 $ 0.91
========== ========== ========== ==========
</TABLE>
19
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION FOR THE PERIOD ENDED MARCH 31,
1997 AND THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD ENDED MARCH
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS FILED WITH FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 21,672
<INT-BEARING-DEPOSITS> 57,584
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 206,431
<INVESTMENTS-CARRYING> 152,783
<INVESTMENTS-MARKET> 153,830
<LOANS> 1,066,752
<ALLOWANCE> 7,895
<TOTAL-ASSETS> 1,558,235
<DEPOSITS> 1,217,007
<SHORT-TERM> 110,000
<LIABILITIES-OTHER> 24,161
<LONG-TERM> 100,975
0
0
<COMMON> 55
<OTHER-SE> 105,349
<TOTAL-LIABILITIES-AND-EQUITY> 1,558,235
<INTEREST-LOAN> 42,680
<INTEREST-INVEST> 11,454
<INTEREST-OTHER> 362
<INTEREST-TOTAL> 54,496
<INTEREST-DEPOSIT> 27,840
<INTEREST-EXPENSE> 33,129
<INTEREST-INCOME-NET> 21,367
<LOAN-LOSSES> 1,369
<SECURITIES-GAINS> 835
<EXPENSE-OTHER> 16,454
<INCOME-PRETAX> 7,583
<INCOME-PRE-EXTRAORDINARY> 4,549
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,549
<EPS-PRIMARY> .91
<EPS-DILUTED> .91
<YIELD-ACTUAL> 3.03
<LOANS-NON> 13,565
<LOANS-PAST> 441
<LOANS-TROUBLED> 2,289
<LOANS-PROBLEM> 5,612
<ALLOWANCE-OPEN> 11,855
<CHARGE-OFFS> 6,480
<RECOVERIES> 1,151
<ALLOWANCE-CLOSE> 7,895
<ALLOWANCE-DOMESTIC> 7,895
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
