SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 December 31, 1996
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 033-86964
FIRST FEDERAL BANCORPORATION
----------------------------
(Exact name of Registrant as specified in its Charter)
Minnesota 41-1796238
- - ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
214 5th Street, Bemidji, Minnesota 56601-9983
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (218) 751-5120
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes (X) No ( )
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at December 31, 1996
- - ----------------------------- -----------------------------------
Common Stock, $.01 par value 700,566
FIRST FEDERAL BANCORPORATION
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements Page
----
Consolidated Balance Sheets at
December 31, 1996 and September 30, 1996 3
Consolidated Statements of Earnings for
the Three Months Ended December 31, 1996
and 1995. 5
Consolidated Statement of Stockholders'
Equity for the Three Months Ended
December 31, 1996. 6
Consolidated Statements of Cash Flows for
the Three Months Ended December 31, 1996
and 1995 7
Notes to Consolidated Financial Statements 9
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 15
Item 2: Changes in Securities 15
Item 3: Defaults Upon Senior Securities 15
Item 4: Submission of Matters to a Vote of
Security Holders 15
Item 5: Other Materially Important Events 15
Item 6: Exhibits and Reports on Form 8-K 15
Signatures 16
2
PART 1 - FINANCIAL STATEMENTS
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31 September 30
Assets 1996 1996
--------------- ---------------
Cash ...................................... $ 1,702,796 $ 1,376,853
Interest-bearing deposits with banks....... 5,480,521 3,308,983
--------------- ---------------
Cash and cash equivalents............. 7,183,317 4,685,836
--------------- ---------------
Securities available for sale:
Mortgage-backed and related securities
(amortized cost of $19,620,408 and
$20,128,368)............................ 19,492,591 19,903,383
Other securities (amortized cost of
$26,661,545 and $26,193,395)............ 26,841,824 26,162,483
--------------- ---------------
Total securities available for sale 46,334,415 46,065,866
--------------- ---------------
Securities held to maturity:
Mortgage-backed and related securities
(estimated market value of $585,885
and $852,113)........................... 584,849 845,605
--------------- ---------------
Total securities held to maturity 584,849 845,605
--------------- ---------------
Loans receivable, net...................... 51,369,047 51,003,105
Federal Home Loan Bank stock, at cost...... 700,500 700,500
Foreclosed real estate, net................ 193,886 193,823
Accrued interest receivable................ 901,894 862,732
Premises and equipment, net................ 1,917,206 1,944,754
Other assets............................... 543,687 953,880
--------------- ---------------
Total Assets $ 109,728,801 $ 107,256,101
=============== ===============
Liabilities and Stockholders' Equity
Deposits................................... $ 83,750,133 $ 81,046,519
Repurchase Agreements...................... 5,400,000 4,954,620
Federal Home Loan Bank Advances............ 6,892,872 6,943,258
Advance payments by borrowers for taxes
and insurance............................ 107,388 156,730
Accrued interest payable................... 537,457 587,779
Accrued SAIF assessment.................... 588,444
Accrued expenses and other liabilities..... 573,910 656,053
--------------- ---------------
Total liabilities 97,261,760 94,933,403
3
Stockholders' Equity:
Common stock ($.01 par value): authorized
4,000,000 shares; issued and outstanding
700,566 shares............................ 7,006 7,006
Additional paid-in-capital................. 6,384,902 6,372,253
Retained earnings, subject to certain
restrictions.............................. 7,750,005 7,558,604
Unrealized gain (loss) on securities
available for sale, net of tax effect..... 30,953 (150,979)
Unearned employee stock ownership plan
shares.................................... (534,750) (552,000)
Unearned shares management recognition
plan...................................... (354,164) (377,775)
Treasury stock, at cost, 53,563 and 36,563
shares.................................... (816,911) (534,411)
Total stockholders' equity 12,467,041 12,322,698
--------------- --------------
Total liabilities and stockholders $ 109,728,801 $ 107,256,101
=============== ==============
See accompanying notes to consolidated financial statements.
4
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Three Months
Ended December 31,
1996 1995
----------------------------------
Interest income:
Loans receivable $ 1,161,966 $ 1,122,222
Mortgage-backed and related securities 332,759 351,364
Other Securities 441,776 289,905
Interest-bearing deposits with banks 5,865 58,010
Other 12,326 13,847
----------------------------------
1,954,692 1,835,348
----------------------------------
Interest expense:
Deposits 936,429 958,755
Borrowings 154,788 11,373
----------------------------------
1,091,217 970,128
----------------------------------
Net interest income 863,475 865,220
Provision for loan losses 0 0
----------------------------------
Net interest income after provision
for loan losses 863,475 865,220
----------------------------------
Noninterest income:
Fees and service charges 117,351 92,515
Gain (loss) on sales of securities 16,323 156
Gain on sales of foreclosed real estate 681 668
Other 12,327 17,082
----------------------------------
Total noninterest income 146,682 110,421
----------------------------------
Noninterest expense:
Compensation and employee benefits 375,753 332,127
Occupancy 126,011 120,280
Federal deposit insurance premiums 45,560 54,453
Data processing 19,063 17,995
Advertising 31,007 21,530
Other 88,502 138,743
----------------------------------
Total noninterest expense 685,896 685,128
----------------------------------
Earnings before income tax expense 324,261 290,513
Income tax expense 132,860 116,905
----------------------------------
Net earnings $ 191,401 $ 173,608
================ =================
Earnings per common share and
common share equivalents $ 0.31 $ 0.22
---------------- -----------------
Weighted average number of common shares
and common share equivalents outstanding 613,134 801,263
----------------------------------
N/A Not applicable.
See accompanying notes to consolidated financial statements.
5
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Consolidation Statement of Stockholders' Equity
(Unaudited)
Unearned
Unrealized shares Unearned
gain(loss) on Employee shares
Additional securities Stock Management Total
Common Paid-in Retained available for Ownership Recognition Treasury Stockholders'
Stock Capital earnings sale, net Plan Plan Stock Equity
------------------------------------------------------------------------------------------------------------
September 30, 1966 $7,006 6,372,253 7,558,604 (150,979) (552,000) (377,775) (534,411) 12,322,698
Net earnings 191,401 191,401
Change in unrealized gain
(loss) on securities
available for sale, net
of tax effect 181,932 181,932
Purchase of treasury
stock (282,500) (282,500)
Earned management
recognition plan shares 23,611 23,611
Earned employee stock
ownership plan shares 12,649 17,250 29,899
------------------------------------------------------------------------------------------------------------
December 31, 1996 $7,006 6,384,902 7,750,005 30,953 (534,750) (354,164) (816,911) 12,467,041
============================================================================================================
See accompanying notes to consolidated financial statements.
6
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Three Months
Ended December 31,
Operating activities: 1996 1995
---------------------- ----------------------
Net earnings $ 191,401 $ 173,609
Adjustments to reconcile net earnings to net
cash provided (used) by operations:
Provision for loan losses 0 0
Depreciation 66,470 64,871
Amortization of premium and discount, net (375) 8,981
Increase in accrued interest receivable (39,162) (60,764)
Decrease in accrued interest payable (50,322) (34,238)
FHLB stock dividend 0 (13,800)
Gain on sales of securities (16,323) (156)
Gain on sales of foreclosed real estate (681) (668)
Earned ESOP shares priced above original cost 12,649 6,756
Decrease in Unearned ESOP Shares 17,250 17,250
Decrease in Unamortized Restricted Stock 23,611 13,611
Decrease (increase) in other assets 287,431 (9,127)
(Decrease) increase in accrued expenses
and other liabilities (670,587) 2,369
---------------------- ----------------------
Net cash provided by operating activities (178,638) 178,694
---------------------- ----------------------
Investing activities:
Net (increase) decrease in loans receivable (365,942) 25,126
Purchases of:
Other securities - available for sale (4,000,270) (5,791,328)
Mortgage-backed & related securities - available for sale (493,145) (1,849,502)
Premises and equipment (38,922) (25,643)
Proceeds from sales of:
Other securities - available for sale 0 500,000
Proceeds from maturities or calls of:
Other securities - available for sale 3,529,309 1,273,304
Proceeds from sales of:
Mortgage-backed & related securities - available for sale 170,929 425,532
Mortgage-backed & related securities - held to maturity 213,257
Principal payments on:
Mortgage-backed & related securities - available for sale 843,640 977,605
Mortgage-backed & related securities - held to maturity 50,560 76,356
Net increase in foreclosed real estate (63) (13,896)
---------------------- ----------------------
Net cash used by investing activities (90,647) (4,402,446)
---------------------- ----------------------
7
Three Months
Ended December 31,
1996 1995
Financing activities:
Net increase in deposits $ 2,703,614 $ 1,119,408
Purchase of Treasury Stock (282,500) (473,930)
Decrease in advance payments by
borrowers for taxes and insurance (49,342) (13,577)
Increase in Federal Home Loan Bank advances (50,386) 0
Increase in Repurchase Agreements 445,380 0
------------------------- ---------------------
Net cash provided by financing activities 2,766,766 631,901
------------------------- ---------------------
Increase (decrease) in cash and cash equivalents 2,497,481 (3,591,851)
Cash and cash equivalents, beginning of period 4,685,836 10,185,818
------------------------- ---------------------
Cash and cash equivalents, end of period $ 7,183,317 $ 6,593,967
========================= =====================
Supplemental cash flow disclosures:
Cash paid for interest $ 1,141,539 $ 1,004,366
Cash paid for income taxes 85,000 180,275
See accompanying notes to consolidated financial statements.
8
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
December 31, 1996
(1) First Federal Bancorporation (the "Company") was incorporated under the
laws of the State of Minnesota for the purpose of becoming the savings and
loan holding company of First Federal Banking and Savings, FSB (the "Bank")
in connection with the Bank's conversion from a federally chartered mutual
savings bank to a federally chartered stock savings bank, pursuant to its
Plan of Conversion. On April 3, 1995 the Company sold 862,500 shares of
common stock in connection with the Conversion of the Bank from mutual to
stock form.
The consolidated financial statements included herein are for the Company,
the Bank and the Bank's wholly owned subsidiary, First Federal Service
Corporation.
(2) Basis of Preparation
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and, therefore, do not
include all disclosures necessary for a complete presentation of the
consolidated balance sheets, consolidated statements of earnings,
consolidated statement of stockholders' equity and consolidated statements
of cash flows in conformity with generally accepted accounting principles.
However, all adjustments, consisting only of normal recurring adjustments,
which are, in the opinion of management, necessary for the fair
presentation of the interim financial statements have been included. The
statements of earnings for the three month period ended December 31, 1996
is not necessarily indicative of the results which may be expected for the
entire year.
(3) Earnings Per Common Share and Common Share Equivalents
Earnings per share are based upon the weighted average number of common
shares and common share equivalents, if dilutive, outstanding during the
period. The only common stock equivalents are stock options. The weighted
average number of common stock equivalents is calculated using the treasury
stock method. Net earnings per common share was calculated using 613,134
shares as the weighted average number of shares outstanding for the three
month period ended December 31, 1996.
9
(4) Regulatory Capital Requirements
At December 31, 1996, the Bank met each of the three current minimum
regulatory capital requirements. The following table summarizes the Bank's
regulatory capital position at December 31, 1996:
Amount Percent(1)
--------------------------------
(Dollar in Thousands)
Tangible Capital:
Actual $10,254 9.50%
Required 1,618 1.50
------- -------
Excess $ 8,636 8.00%
Core Capital:
Actual $10,254 9.50%
Required 3,236 3.00
------- -------
Excess $ 7,018 6.50%
Risk-Based Capital:
Actual $10,690 19.42%
Required 4,402 8.00
------- -------
Excess $ 6,288 11.42%
- - -------------------------
(1) Tangible and core capital levels are shown as a percentage risk-based
capital levels are shown as of total adjusted assets; a percentage of risk-
weighted assets.
(5) Stockholders' Equity
During the three months ended December 31, 1996, the Company repurchased
17,000 shares of the Company's outstanding common stock. Repurchased
shares are held as treasury shares and will be used for the issuance of
shares in conjunction with the Stock Option Plan.
10
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATIONS
General:
The Company's net earnings are dependent primarily on its net interest
income, which is the difference between interest earned on loans and
investments, and the interest paid on interest-bearing liabilities, primarily
deposits. Net interest income is determined by (i) the difference between the
yield earned on interest earning assets and rates paid on interest-bearing
liabilities ("interest rate spread") and (ii) the relative amounts of interest
earning assets and interest-bearing liabilities. The Company's interest rate
spread is also affected by regulatory, economic and competitive factors that
influence interest rates, loan demand and deposit flows. The Company's net
earnings are also affected by the generation of non-interest income, which
primarily consists of fees and service charges. In addition, net earnings are
affected by the level of operating expenses and provisions for loan losses.
The operations of financial institutions, including the Bank, are
significantly affected by prevailing economic conditions, competition,
regulatory policies, and the monetary and fiscal policies of the U.S. Government
and government agencies. Lending activities are influenced by the demand for,
and supply of housing, competition among lenders, the level of interest rates
and the availability of funds. Deposit flows and costs of funds are influenced
by prevailing market rates of interest primarily on competing investments,
account maturities and the levels of personal income and savings in the market
area of the Bank.
Financial Condition:
Total assets increased by $2.47 million, or 2.31%, from $107.26 million at
September 30, 1996, to $109.73 million at December 31, 1996. The increase was
primarily due to an increase in cash and cash equivalents and an increase in
loans receivable, net, offset by a decrease in other assets. Cash and cash
equivalents totaled $7.18 million at December 31, 1996, an increase of $2.50
million, or 53.30%, from September 30, 1996. Loans receivable, net, increased
$366,000, or 0.72%, from $51.00 million at September 30, 1996 to $51.37 million
at December 31, 1996. This increase was due primarily to an increase in non-real
estate lending activity. Other assets decreased by $410,000. or 43.00% from
$954,000 at September 30, 1996 to $544,000 at December 31, 1996. This decrease
was primarily due to a decrease in deferred tax assets and prepaid federal
deposit insurance.
Deposits increased by $2.70 million, or 3.34%, from $81.05 million at
September 30, 1996, to $83.75 million at December 31, 1996.
Borrowings increased $395,000, from $11.90 million at September 30, 1996,
to $12.29 million at December 31, 1996. Federal Home Loan Bank advances
decreased $50,000 during the three month period ended December 31, 1996, while
borrowings in the form of Repurchase Agreements increased $445,000 during the
same three month period.
Stockholders' equity increased during the three months ended December 31,
1996 by $144,000, or 1.17%, from $12.32 million at September 30, 1996, to $12.47
million at December 31, 1996. The increase was a result of net earnings of
$191,000, an increase of $53,500 in the earned management recognition plan
shares and the employee stock ownership plan shares, and an increase of $182,000
in unrealized gain, net of taxes, on the available for sale securities. These
increases were offset by a $282,500 repurchase of
11
the Company's common stock to be used for the issuance of shares in conjunction
with the Stock Option Plan.
Net Earnings:
Net earnings for the three months ended December 31, 1996 increased
$17,800, or 10.25%, compared to the three months ended December 31, 1995, from
$173,600 to $191,400, respectively. This increase was primarily the result of
an increase in non-interest income offset by a slight decrease in net interest
income for the period.
Net Interest Income:
Net interest income decreased by $1,700, or 0.20%, for the three months
ended December 31, 1996 compared to the three months ended December 31, 1995.
The Company increased its average interest earning assets by $7.04 million, or
7.43%, due primarily to the increase of leaveraged borrowings, while the net
interest margin decreased from 3.66% for the three months ended December 31,
1995, to 3.40% for the three months ended December 31, 1996.
Interest Income:
Interest income increased by $119,000, or 6.50%, from $1.84 million for the
three months ended December 31, 1995 to $1.95 million for the three months ended
December 31, 1996. The increase in interest income is primarily a result of a
$7.04 million increase in average interest earning assets offset by a decrease
in the average yield on interest earning assets from 7.76% for the three months
ended December 31, 1995 to 7.69% for the three months ended December 31, 1996.
Interest Expense:
Interest expense increased by $121,000, or 12.48%, from $970,000 for the
three months ended December 31, 1995 to $1.09 million for the three months ended
December 31, 1996. the increase in interest expense is primarily a result of a
$9.86 million increase in average interest bearing liabilities along with a
small increase in the average cost of interest bearing liabilities from 4.66%
for the three months ended December 31, 1995 to 4.69% for the three months ended
December 31, 1996.
Provision for Losses on Loans:
The Bank's provision for losses on loans remained unchanged at $0 for the
three months ended December 31, 1995 and the three months ended December 31,
1996. Adjustments to the Bank's provision for losses on loans is a result of
management's evaluation of the loan portfolio.
Non-Interest Income:
Total non-interest income increased by $36,000, or 32.84%, from $110,000
for the three months ended December 31, 1995 to $146,000 for the three months
ended December 31, 1996. This increase was primarily for the following reasons:
(i) a $24,000 increase in transaction account service fees; (ii) a $16,000 net
increase in the gain on the sale of securities; and, (iii) a net decrease of
$4,000 in other non-interest income accounts.
12
Non-Interest Expense:
Total non-interest expense increased by $1,000, or 0.11%, from $685,000 for
the three months ended December 31, 1995 to $686,000 for the three months ended
December 31, 1996. This increase was primarily for the following reasons: (i)
compensation and employee benefits increased by $44,000 mainly due to a $15,000
increase in accruals for management bonus plans, a $6,000 increase in earned
employee stock ownership plan shares priced above original cost, a $3,500
decrease in director fees and benefits with the remainder caused by normal
employee pay raises and insurance benefits; (ii) a $5,500 increase in occupancy
expense, (iii) a $9,000 decrease in federal deposit insurance premiums due to
the capitalization of the SAIF fund at September 30, 1996; (iv) a $9,500
increase in advertising expense; (v) a $37,000 decrease in legal and other
professional fees, and (vi) a decrease of $12,000 in various other non-interest
expense categories.
Income Tax Expense:
Income tax expense increased by $16,000, or 13.65%, from $117,000 for the
three months ended December 31, 1995 to $133,000 for the three months ended
December 31, 1996. This increase was primarily the result of increased pre-tax
income for the three months ended December 31, 1996.
Liquidity and Capital Resources:
The Company's primary source of funds for operations are deposits from its
market area; principal and interest payments on loans, securities available for
sale and securities held to maturity; proceeds from the sale or maturation of
securities and advances from the FHLB of Des Moines. While maturities and
scheduled amortization of loans and securities are predictable sources of funds,
deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions, and competition.
The primary investing activities of the Company are the origination and
purchase of mortgage loans, the origination of consumer loans and the purchase
of securities. During the three months ended December 31, 1996, the Bank's loan
originations and purchases totaled $4.23 million. The Company purchased
investment securities and mortgage-backed and related securities during the
three months ended December 31, 1996 of $4.50 million.
The primary financing activity of the Bank is the attraction of deposits.
During the three months ended December 31, 1996, the Bank experienced a net
increase in deposits of $2.70 million.
The Bank has utilized retail repurchase agreements as a source of funding.
At December 31, 1996, repurchase agreements totaled $5.40 million compared to
$4.95 million at September 30, 1996.
The Bank has the ability to borrow additional funds from the FHLB of Des
Moines by pledging additional securities. At December 31, 1996, the Bank had an
undrawn borrowing capacity with the FHLB for $14.24 million. At December 31,
1996, the Bank had borrowings outstanding from the FHLB of Des Moines for $6.89
million. Other sources of liquidity include the sale of securities held in the
available for sale portfolio.
The Bank is required to maintain minimum levels of liquid assets as defined
by OTS regulations. This requirement, which may be varied by the OTS depending
upon economic conditions and deposit flows, is based upon a percentage of
deposits and short-term borrowings. The required minimum liquidity ratio is
currently 5.00% and the short-term
13
liquidity ratio is 1.00%. The Bank's average daily liquidity ratio for the month
of December 1996 was 17.14% and its short-term liquidity for the same month was
9.95%.
The Company's most liquid assets are cash and cash equivalents, which
consist of short-term highly liquid investments with original maturities of less
than three months that are readily convertible to known amounts of cash and
interest-bearing deposits. The level of these assets is dependent on the
Company's operating, financing and investing activities during any given period.
At December 31, 1996, cash and cash equivalents totaled $7.18 million.
The Bank anticipates that it will have sufficient funds available to meet
its current commitments. At December 31, 1996, the Bank had commitments to
originate or purchase loans of $183,500. Certificates of deposits which are
scheduled to mature in one year or less at December 31, 1996 totaled $29.98
million. Management believes that a significant portion of such deposits will
remain with the Bank.
14
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
None.
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.
None.
ITEM 5: Other Information.
None.
ITEM 6: Exhibits and Reports on Form 8-K.
None.
15
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 FEDERAL BANCORPORATION
Registrant
Date: February 12, 1997 /s/ William R. Belford
----------------------- -------------------------------
William R. Belford, President and Chief
Executive Officer (Duly Authorized
Officer)
Date: February 12, 1997 /s/ Dennis M. Vorgert
----------------------- -------------------------------
Dennis M. Vorgert, Vice President
(Principal Financial Officer)
16