SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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 001-16763
Allied First Bancorp, Inc.
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(Exact name of small business issuer as specified in its charter)
Maryland 36-4482786
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(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) or number)
387 Shuman Boulevard, Suite 120 W, Naperville, IL 60563
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(Address of principal executive offices) (Zip Code)
(630) 778-7700
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(Registrant's telephone number)
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
----- -----
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
State the number of Shares outstanding of each of the issuer's classes of common
equity, as of the latest date:
As of October 31, 2002, there were 608,350 shares of the Registrant's common
stock issued and outstanding.
Allied First Bancorp, Inc.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements
Consolidated Balance Sheets at September 30, 2002 and June 30, 2002 3
Consolidated Statements of Income and Comprehensive Income for the three months 4
ended September 30, 2002 and 2001
Consolidated Statements of Cash Flows for the three months ended September 30, 5
2002 and 2001
Notes to Consolidated Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION
Items 1-6 13
Signature Page 14
10-QSB Certifications 15
2
PART I: FINANCIAL INFORMATION, Item 1.
Allied First Bancorp, Inc.
CONSOLIDATED BALANCE SHEETS (Unaudited)
At At
September 30, June 30,
2002 2002
---- ----
ASSETS:
Cash and cash equivalents........................................................ $10,051,773 $7,363,100
Securities available for sale.................................................... 8,739,337 6,357,945
Time deposits with other financial institutions.................................. 3,634,418 4,427,403
Loans, net of allowance for loan losses of $656,547 at
September 30, 2002 and $655,633 at June 30, 2002........................... 67,045,788 66,911,855
Federal Home Loan Bank Stock at cost............................................. 1,551,500 1,532,400
Accrued interest receivable...................................................... 276,817 269,613
Premises and equipment, net...................................................... 61,297 67,932
Other assets.................................................................... 319,856 353,970
----------- -----------
Total assets......................................................... $91,680,786 $87,284,218
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Non-interest-bearing demand deposits............................................. $8,404,250 $8,654,978
Interest-bearing demand deposits................................................. 5,860,709 -
Savings, Now and MMDA deposits................................................... 47,197,514 49,776,811
Other time deposits.............................................................. 19,387,180 18,287,575
----------- -----------
Total deposits......................................................... 80,849,653 76,719,364
Other liabilities................................................................ 642,751 491,928
----------- -----------
Total liabilities...................................................... 81,492,404 77,211,292
----------- -----------
Shareholders' Equity:
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued Common stock, $.01 par value, 8,000,000 shares
authorized,
608,350 shares issued and outstanding at
September 30, 2002 and June 30, 2002................................. 6,084 6,084
Additional paid-in capital....................................................... 5,271,948 5,271,948
Retained earnings................................................................ 4,840,593 4,775,108
Accumulated other comprehensive income, net of tax............................... 69,757 19,786
----------- ----------
Total shareholders' equity.......................................... 10,188,382 10,072,926
----------- ----------
Total liabilities and shareholders' equity.................. $91,680,786 $87,284,218
=========== ==========
The accompanying notes are an integral part of these consolidated financial
statements
3
PART I: FINANCIAL INFORMATION, Item 1
Allied First Bancorp, Inc.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
2002 2001
---- ----
Interest Income:
Loans receivable.......................................... $1,181,724 $1,351,751
Interest earning deposits................................. 71,943 110,174
Securities................................................ 108,125 -
---------- ----------
Total interest income................................ 1,361,792 1,461,925
Interest Expense:
Deposits.................................................. 550,477 748,311
Other..................................................... 1,540 6,634
---------- ----------
Total interest expense............................... 552,017 754,945
Net Interest Income: ................................................... 809,775 706,980
Provision for loan losses............................................... 60,000 60,000
---------- ----------
Net interest income after
provision for loan losses............................................... 749,775 646,980
Non-interest income:
Credit and debit card transaction fees................... 137,978 151,257
Account fees............................................... 31,289 21,782
First mortgage loan fees................................... 23,176 15,422
Other...................................................... 8,620 7,069
---------- ----------
Total non-interest income............................. 201,063 195,530
Non-interest expense:
Salaries and employee benefits............................. 286,885 267,317
Office operations and equipment............................ 91,400 97,823
Occupancy.................................................. 20,692 19,369
Data processing............................................ 31,670 31,759
Loan servicing............................................. 115,066 108,802
Travel and conference...................................... 12,083 49,980
Professional services...................................... 94,197 78,715
Marketing and promotion.................................... 106,005 38,286
Other expenses............................................. 85,223 73,226
---------- ----------
Total non-interest expense............................ 843,221 765,277
Income before income taxes: ............................................. 107,617 77,233
Income tax expense (benefit)............................... 42,132 (202,847)
---------- ----------
Net income: ............................................................. 65,485 280,080
---------- ----------
Other Comprehensive Income ......... .................................... 49,971 -
Total Comprehensive Income............................................... $ 115,456 $ 280,080
========== ==========
Earnings per common shares:
Basic...................................................... $ 0.11 N/A
Diluted.................................................... $ 0.11 N/A
The accompanying notes are an integral part of these consolidated financial
statements
4
PART I: Financial Information, Item 1
Allied First Bancorp, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
September 30,
2002 2001
---- ----
Cash flows from operating activities
Net Income.............................................................. $ 65,485 $ 280,080
Adjustment to reconcile net income to net cash from
operating activities
Depreciation.................................................... 11,241 16,741
Amortization of premiums on securities.......................... 17,141 -
Provision for loan losses....................................... 60,000 60,000
FHLB of Chicago stock dividend.................................. (19,100) (3,375)
Changes in
Accrued interest receivable................................ (7,204) (6,863)
National Credit Union Share Insurance Fund deposit........ - 618,802
Other assets.............................................. 3,486 (268,354)
Other liabilities......................................... 150,823 111,742
--------- ----------
Net cash from operating activities 281,872 808,773
Cash flows from investing activities
Purchase of available for sale securities............................... (3,068,153) -
Principal collected on mortgage backed securities 750,219 -
Purchase of Federal Home Loan Bank stock................................ - -
Net expenditures of premises and equipment.............................. (4,606) (11,530)
Changes in:
Loans........................................................... (193,933) (1,427,873)
Time deposits with other financial institutions................. 792,985 (2,478,947)
Net cash from investing activities.................... (1,723,488) (3,918,350)
Cash flows from financing activities
Net change in
Deposits........................................................ $ 4,130,289 $ (972,012)
Proceeds from the issuance of subordinated debt......................... - 1,000,000
---------- -----------
Net cash from financing activities.................... 4,130,289 27,988
---------- -----------
Increase (decrease) in cash and cash equivalents................................. 2,688,673 (3,081,589)
Cash and cash equivalents at beginning of period................................. 7,363,100 16,455,200
---------- -----------
Cash and cash equivalents at end of period....................................... $ 10,051,773 $13,373,611
========== ===========
The accompanying notes are an integral part of these consolidated financial
statements
5
Allied First Bancorp, Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Basis of Presentation
The accompanying consolidated condensed financial statements include
the accounts of Allied First Bancorp, Inc. and its wholly owned subsidiary,
Allied First Bank, sb. All significant inter-company transactions and balances
are eliminated in consolidation. Prior to September 1, 2001, the Bank operated
as Allied Pilots Association Federal Credit Union. The accompanying unaudited
consolidated condensed Financial Statements have been prepared in accordance
with accounting principles for interim financial information and with the
instructions to Form 10-QSB and Regulation SB. Accordingly, they do not include
all the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
In the opinion of management, the consolidated condensed financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to represent fairly the financial condition of the
Company as of September 30, 2002 and June 30, 2002 and the results of its
operations and cash flows, for the three months ended September 30, 2002 and
2001. Financial statement reclassifications have been made for the prior period
to conform to classifications used as of and for the period ended September 30,
2002.
Operating results for the three months ended September 30, 2002 are not
necessarily indicative of the results that may be expected for the fiscal year
ended June 30, 2003. The 2002 Allied First Bancorp, Inc.'s annual report on form
10-KSB should be read in conjunction with these statements.
(2) Use of Estimates
The preparation of consolidated financial statements, in conformity with
accounting principles generally accepted in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of income and expenses during the reporting period. Actual
results could differ from current estimates. Estimates that are more susceptible
to change in the near term include the allowance for loan losses and the fair
values of financial instruments.
(3) Plan of Stock Conversion
On September 1, 2001, Allied Pilots Association Federal Credit Union
converted to Allied First Bank, an Illinois mutual savings bank as the first
part in a two-part plan to improve the capital position of the Institution. In
conjunction with the first part of the plan, Allied First Bank issued
subordinated capital notes, qualifying as Tier 2 capital, in the amount of $1
million on September 1, 2001. The subordinated capital notes had a term of five
years, interest rate of 8.5% and were redeemable without any prepayment penalty.
The issuance of the notes was sufficient to qualify Allied First Bank as
adequately capitalized. In the second part of the Plan, on September 17, 2001,
the Board of Directors of Allied First Bank adopted a Plan of Stock Conversion
to convert from an Illinois mutual savings bank to an Illinois stock savings
bank with the concurrent formation of a holding company. The purpose of the
mutual to stock conversion was to increase the capital of Allied First Bank in
order to enable it to meet the well-capitalized requirements of an FDIC insured
institution and to support the future growth of the institution. The
subordinated capital notes were retired upon completion of the stock conversion.
On December 27, 2001, Allied First Bancorp, Inc. sold 608,350 shares of common
stock at $10 per share and received proceeds of $5,278,032 net of conversion
expenses of $805,468. Approximately 98% of the net proceeds were used by Allied
First Bancorp, Inc. to acquire all of the capital stock of Allied First Bank.
6
(4) Earnings Per Share
The conversion to a stock based institution occurred on December 27,
2001. Earnings per share information is only presented for periods since
December 27, 2001. Earnings per share was computed based on 608,350 shares
issued and outstanding. There are no dilutive potential common shares.
Part I, Item 2
Allied First Bancorp, Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
Allied First Bancorp, Inc.'s results of operations are primarily
dependent on Allied First Bank's net interest margin, which is the difference
between interest income on interest-earning assets and interest expense on
interest-bearing liabilities. Allied First Bank's net income is also affected by
the level of its non-interest income and non-interest expenses, such as employee
compensation and benefits, occupancy expenses and other expenses.
FORWARD-LOOKING STATEMENTS
When used in this filing and in future filings by Allied First Bancorp,
Inc. and Allied First Bank, sb with the U.S. Securities and Exchange Commission,
in Allied First Bancorp, Inc. and Allied First Bank press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "would be,"
"will allow," "intends to," "will likely result," "are expected to," "will
continue," "is anticipated," "estimate," "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.
Such statements are subject to risks and uncertainties, including but
not limited to changes in economic conditions in our market area, changes in
policies by regulatory agencies, fluctuations in interest rates, demand for
loans in our market area and competition, all or some of which could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected.
Allied First Bancorp, Inc. wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made, and advises readers that various factors, including regional and national
economic conditions, substantial changes in levels of market interest rates,
credit and other risks of lending and investment activities and competitive and
regulatory factors, could affect our financial performance and could cause
Allied First Bancorp, Inc.'s actual results for future periods to differ
materially from those anticipated or projected.
These risks and uncertainties should be considered in evaluating
forward-looking statements.
COMPARISON OF THREE-MONTH PERIODS
ENDED SEPTEMBER 30, 2002 AND 2001
GENERAL
Net income for the three-month period ended September 30, 2002, was
$65,000 compared to net income of $280,000 for the equivalent period in 2001. As
a former credit union, the organization was not subject to federal income taxes
or state income taxes for the fiscal year ended June 30, 2001. Effective
September 1, 2001, the Company was subject to federal and state income taxes. As
a result of the change in tax status and in accordance with Financial Accounting
Standards No. 109, Accounting for Income Taxes, the Bank recorded a net deferred
tax asset in the amount of $205,000 on September 1, 2001.
7
NET INTEREST INCOME
Net interest income for the three-month period ended September 30,
2002, was $810,000 compared to $707,000 for the same period in 2001. This
represents a 14.57% increase in net interest income. The net spread for the
three months ended September 30, 2002 was 3.15% compared to 2.99% for the same
period in 2001. The increase in net interest income and the corresponding
increase in net interest spread was due to the institution's interest bearing
liabilities repricing faster than the interest earning assets during the
declining interest rate environment of 2002.
Total average earning assets increased $7.2 million for the three-month
period September 30, 2002, over the comparative period in 2001. The yield on
total average earning assets was 6.35% for the three-month period ended
September 30, 2002 and 7.43% for the same period ended September 30, 2001. Total
average interest earning investment balances increased $6.2 million or 47.38%
for the three-month period ended September 30, 2002 over the same three-month
period in 2001. Allied First Bank has a loan portfolio with a large
concentration in short term consumer loans, which reprice quickly. This coupled
with the lower interest rate environment accounted for lower yields in earning
assets for the current period presented.
INTEREST INCOME
Interest income for the three months ended September 30, 2002 was $1.4
million compared to $1.5 million for the same period in 2001. The decrease was
primarily due to lower loan yields during the current period. The yield on loans
decreased to 7.10% for the three-month period ended September 30, 2002 from
8.24% for the same period in 2001. Interest income for investments was $180,000
for the three-month period ended September 30, 2002 compared to $110,000 for the
same period ended 2001. The increase in investment income was due to an increase
in average investment balances as well as a higher yield due to lengthening the
duration of the investment portfolio.
INTEREST EXPENSE
Interest expense for the three months ended September 30, 2002 was
$552,000 compared to $755,000 for the same period in 2001. The decrease was
primarily due to lower rates paid on interest-bearing liabilities for 2002 which
was 3.20% for the current period presented, and represents a 124 basis point
decrease over the same period in 2001.
The following tables set forth consolidated information regarding average
balances and rates.
8
Allied First Bancorp, Inc.
Three Months Ended September 30
(Dollars In Thousands)
2002 2001
------------------------------------------ ----------------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
------- -------- ---- ------- -------- ----
INTEREST EARNING ASSETS
Loans $ 66,575 $ 1,182 7.10% $ 65,616 $ 1,352 8.24%
Available for sale securities 8,156 108 5.30% - - 0.00%
Federal Home Loan Bank Stock 1,551 20 5.16% 240 4 6.67%
Interest earning balances 9,563 52 2.18% 12,835 106 3.30%
--------- -------- ----- --------- -------- -----
Total interest-earning assets 85,845 1,362 6.35% 78,691 1,462 7.43%
NON-INTEREST EARNING ASSETS
Premises and equipment 67 79
Allowance for loan losses (661) (641)
Other non-earning assets 636 1,155
---------- ---------
Total assets 85,887 79,284
========== =========
INTEREST BEARING LIABILITIES
Interest Checking 1,197 10 3.34% - - 0.00%
Savings 11,519 31 1.08% 11,874 69 2.32%
Money market 36,935 262 2.84% 36,908 374 4.05%
Time deposits 18,860 247 5.24% 18,852 305 6.47%
Debt 405 2 1.98% 329 7 8.51%
--------- -------- ----- --------- -------- -----
68,916 552 3.20% 67,963 755 4.44%
--------- -------- ----- --------- -------- -----
NON-INTEREST BEARING LIABILITIES AND EQUITY
Checking 6,606 6,550
Other liabilities 326 378
Equity 10,039 4,393
--------------- -------------
Total liabilities and equity 85,887 79,284
=============== =============
Net Interest/Spread $ 810 3.15% $ 707 2.99%
============================ ============================
Margin 3.77% 3.59%
================ ================
(1)Total Loans less deferred net loan fees
9
PROVISION FOR LOAN LOSSES
The provision for loan losses was $60,000 for both the three-month
period ended September 30, 2002 and the three-month period ending in 2001. Net
charge-offs of $59,000 have been recorded for the three-month period ended
September 30, 2002, compared to $24,000 of net charge-offs for the same period
in 2001. The allowance for loan losses was $657,000 or .97% of gross loans as of
September 30, 2002, compared to $627,000 or 0.97% of gross loans at June 30,
2002.
We establish provisions for loan losses, which are charged to
operations, at a level management believes is appropriate to absorb probable
incurred credit losses in the loan portfolio. In evaluating the level of the
allowance for loan losses, management considers historical loss experience, the
nature and volume of the loan portfolio, adverse situations that may affect the
borrower's ability to repay, estimated value of any underlying collateral, peer
group information, and prevailing economic conditions. This evaluation is
inherently subjective as it requires estimates that are susceptible to
significant revisions as more information becomes available or as future events
change.
Approximately 96% of our customer base consists of American Airlines
pilots and their family members. Although this customer base had historically
relatively stable employment and sources of income, the terrorist attacks on the
United States in September 2001 and the current economic environment have
adversely affected the airline industry. As a result of these factors, the
stability of the employment and income of airline pilots has also been adversely
affected. Current and future layoffs could negatively affect the ability of our
customers to repay their loans, although the effect on our loan delinquencies
and loan losses cannot be identified with reasonable certainty at this time. As
a result of these factors, we may have higher loan delinquencies and defaults in
future periods. At September 30, 2002, our delinquent loans past due 60 days or
more was 0.17% or $116,000 of our loan portfolio compared to 0.11% or $75,000 at
June 30, 2002. This increase was due to new bankruptcy filings during the
period.
NON-INTEREST INCOME
Non-interest income remained relatively stable over the periods
presented. Non-interest income for the three-month periods ended September 30,
2002 and 2001 was $201,000 and $196,000, respectively.
NON-INTEREST EXPENSE
Non-interest expense for the three-month period ended September 30,
2002 and 2001 was $843,000 and $765,000, respectively. For the three-month
period ending September 30, 2002, travel and conference expense was $12,000, a
decrease of 76.00% from the same three-month period ending in 2001. The decrease
was primarily due to the fact that a strategic planning conference held in
September of 2001 was not held again in 2002. Professional service fees were up
18.99% to $94,000 for the three-month period ended September 30, 2002 from
$79,000 for the same period in 2001. The increase in professional fees is
primarily a result of the additional reporting requirements of a public company.
Market and promotion expense was $106,000 for the three-month period ended
September 30, 2002, up $68,000 from $38,000 for the same three-month period
during 2001. The increase in advertising expense is a result of increased
promotional activities in connection with marketing Allied First Bank. Other
expenses for the three-month period ended September 30, 2002 and 2001 was
$85,000 and $73,000, respectively. This increase in other expenses is a result
of additional cost for blanket bond coverage as well as typical increases in
other expense items.
INCOME TAXES
The provision for income taxes for the three-month period ended
September 30, 2002 was $42,000. For the three-months ended September 30, 2001 a
net tax benefit of $203,000 was recorded. Due to credit unions being
not-for-profit organizations, the institution was not subject to federal or
state income taxes during 2000 and during the first eight months of 2001. As a
result of the change in tax status and in accordance with Financial Accounting
Standards No. 109, Accounting for Income Taxes, Allied First Bancorp, Inc.
recorded a net deferred tax asset in the amount of $205,000 on September 1,
2001. The recording of the deferred tax asset was reflected as an income tax
benefit on our income statement.
10
REGULATORY CAPITAL REQUIREMENTS
Pursuant to federal law, Allied First Bank must meet three separate
minimum capital ratio requirements. As of September 30, 2002, Allied First Bank
had core capital, Tier I risk-based and total risk-based ratios of 11.55%,
13.76% and 14.68% compared to well-capitalized requirements of 5.00%, 6.00% and
10.00%, respectively.
LIQUIDITY
Liquidity management refers to the ability to generate sufficient cash to fund
current loan demand; meet deposit withdrawals and pay operating expenses. Allied
First Bancorp, Inc. relies on various funding sources in order to meet these
demands. Primary sources of funds include interest-earning balances with other
financial institutions, money market mutual funds, proceeds from principal and
interest payments on loans as well as the ability to borrow against marketable
securities. At September 30, 2002, Allied First Bank had $10.1 million in cash
and cash equivalents that could be used for its funding needs. Cash and cash
equivalents increased by $2.7 million compared to the period ending June 30,
2002 and securities available for sale increased by $2.3 million, time deposits
with other institutions decreased $800,000.
As of September 30, 2002, management is not aware of any current
recommendations by regulatory authorities, which, if they were to be
implemented, would have or are reasonably likely to have a material adverse
effect on the Allied First Bancorp, Inc.'s liquidity, capital resources or
operations.
Item 3
Allied First Bancorp, Inc.
CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report an evaluation was
carried out under the supervision and with the participation of Allied First
Bancorp Inc.'s management, including the Chief Executive Offer and Chief
Financial Officer, of the effectiveness of disclosure controls and procedures
(as defined in Rule 13a-14(c)/15d-14(c)) under the Securities Exchange Act of
1934). Based on their evaluation, Allied First Bancorp Inc.'s Chief Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are to the best of their knowledge, effective to ensure
that information required to be disclosed by Allied First Bancorp Inc. in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of their evaluation,
there we no significant changes in Allied First Bancorp Inc.'s internal controls
or in other factors that could significantly affect these controls, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
11
Part II - Other Information
Item 1 - Legal Proceedings - Not Applicable.
Item 2 - Changes in Securities - Not Applicable.
Item 3 - Defaults upon Senior Securities - Not Applicable.
Item 4 - Submission of Matters to a vote of Security Holders
On October 17, 2002, the shareholders held their annual meeting to consider and
act upon the election of Mr. Kenneth L. Bertrand and Mr. William G. McKeown to
serve as directors for terms of three years and the ratification of the
appointment of Crowe, Chizek & Company LLP as auditors for the company for the
fiscal year ending June 30, 2003. Both of the foregoing items were approved by
the shareholders at the meeting by the following vote totals based upon 608,350
shares outstanding and entitled to vote at the meeting.
I. Election of Directors- 488,728 shares voted, as follows
Kenneth L. Bertrand: 485,331 votes for; 3,397 votes WITHHELD.
William G. McKeown: 488,103 votes for; 625 votes WITHHELD.
II. Ratification of the appointment of Crowe, Chizek & Company LLP as auditors
for the company for the fiscal year ending June 30, 2003 - 488,728 shares
voted, as follows:
FOR: 488,553
AGAINST: 75
ABSTAIN: 100
Item 5 - Other Information - Not Applicable
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 99.1 Chief Executive Officer's Section 906
Certification under the Sarbanes-Oxley Act
of 2002
Exhibit 99.2 Chief Financial Officer's Section 906
Certification Under the Sarbanes-Oxley Act
of 2002
(b) Reports on Form 8-K
None
12
SIGNATURES
Pursuant to the requirement 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.
Allied First Bancorp, Inc.
Registrant
Date: November 14, 2002 /s/ Kenneth L. Bertrand
---------------------------------------
Kenneth L. Bertrand
President and Chief Executive Officer
Date: November 14, 2002 /s/ Brian K. Weiss
---------------------------------------
Brian K. Weiss
Chief Financial Officer
13
Certifications
I, Kenneth L. Bertrand, Chief Executive Officer of Allied First Bancorp, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Allied First
Bancorp, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Kenneth L. Bertrand
--------------------------------
Kenneth L. Bertrand
Chief Executive Officer
I, Brian K. Weiss, Chief Financial Officer of Allied First Bancorp, Inc.,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Allied First
Bancorp, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(d) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(e) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 14, 2002 /s/ Brian K. Weiss
---------------------------------
Brian K. Weiss
Chief Financial Officer