SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
For the transition period from _________ to _________
Commission File No. 0-28934
Empire Federal Bancorp, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 81-0512374
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
123 South Main Street, Livingston, Montana 59047
------------------------------------------------
(Address of principal executive offices)
(406) 222-1981
---------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES X NO
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
Class: Common Stock, par value $.01 per share
Outstanding at May 5, 1997: 2,592,100
Transitional Small Business Disclosure Format (check one): YES ___ NO _X_
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EMPIRE FEDERAL BANCORP, INC.
INDEX TO FORM 10-QSB
Page
PART I FINANCIAL INFORMATION ----
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial
Condition at March 31, 1997 and
December 31, 1996 (unaudited).............. 1
Consolidated Statements of Income for
the Three Months Ended March 31,
1997 and 1996 (unaudited).................. 2
Consolidated Statements of Cash Flows for
the Three Months Ended March
31, 1997 and 1996 (unaudited).............. 3
Notes to Unaudited Interim Consolidated
Financial Statements....................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations..................................... 7
PART II OTHER INFORMATION
-----------------
Item 1. Legal Proceedings.............................. 10
Item 2. Changes in Securities.......................... 10
Item 3. Defaults upon Senior Securities................ 10
Item 4. Submission of Matters to a Vote of Security
Holders........................................ 10
Item 5. Other Information.............................. 10
Item 6. Exhibits and Reports on Form 8-K............... 10
SIGNATURES....................................................... 11
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Part I, Item 1 - Financial Statements
- -------------------------------------
EMPIRE FEDERAL BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 1997 and December 31, 1996
March 31, December 31,
Assets 1997 1996
------ ------------ --------------
(unaudited) (unaudited)
Cash and cash equivalents $ 1,079,353 1,165,164
Interest-bearing deposits 5,906,002 29,824,391
Investment and mortgage-backed
securities available-for-sale 30,245,851 13,767,773
Investment and mortgage-backed
securities held-to-maturity
(estimated market value of
$24,677,081 at March 31, 1997
and $26,385,527 at December
31, 1996) 24,658,677 26,187,821
Loans receivable, net 42,808,072 41,703,590
Stock in Federal Home Loan Bank
of Seattle, at cost 1,189,600 1,168,800
Accrued interest receivable 408,272 330,927
Premises and equipment, net 1,308,770 1,276,818
Prepaid expenses and other assets 333,576 448,473
------------ -----------
Total assets $107,938,173 115,873,757
============ ===========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits $ 67,040,922 67,697,866
Stock oversubscription funds - 6,987,070
Advances from borrowers for
taxes and insurance 350,035 169,872
Accrued expenses and other
liabilities 768,750 1,409,312
------------ -----------
Total liabilities 68,159,707 76,264,120
Stockholders' equity:
Preferred stock, par value $.01
per share, 250,000 shares
authorized, none issued and
outstanding - -
Common stock, par value $.01 per
share, 4,000,000 shares
authorized, 2,592,100 issued 25,921 25,921
Additional paid-in capital 25,156,750 25,142,356
Unearned ESOP compensation (2,028,836) (2,073,680)
Retained earnings, substan-
tially restricted 16,141,951 15,762,582
Unrealized gain on securities
available-for-sale, net 482,680 752,458
------------ -----------
Total stockholders' equity 39,778,466 39,609,637
------------ -----------
Total liabilities and
stockholders' equity $107,938,173 115,873,757
============ ===========
See accompanying notes to unaudited interim consolidated financial
statements.
1
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EMPIRE FEDERAL BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
Three Months Ended March 31, 1997 and 1996
Three Months Ended
March 31,
--------------------------
1997 1996
---- ----
(unaudited) (unaudited)
Interest income:
Loans receivable $ 920,453 900,903
Mortgage-backed securities 604,006 649,379
Investment securities 86,613 47,249
Other 262,061 31,233
----------- -----------
Total interest income 1,873,133 1,628,764
----------- -----------
Interest expense:
Deposits 740,119 797,398
Advances from Federal Home
Loan Bank and other 63,170 24,065
----------- -----------
Total interest expense 803,289 821,463
----------- -----------
Net interest income 1,069,844 807,301
Provision for loan losses 18,878 -
Net interest income after
provision for loan losses 1,050,966 807,301
Non-interest income:
Insurance commission income 176,956 190,624
Customer service charges 41,729 35,040
Other 6,547 6,156
----------- -----------
Total non-interest income 225,232 231,820
Non-interest expense:
Compensation and benefits 389,109 390,071
Occupancy and equipment 79,260 93,487
Deposit insurance premiums 29,533 54,249
Other 168,654 89,556
----------- -----------
Total non-interest expense 666,556 627,363
----------- -----------
Income before income taxes 609,642 411,758
Income taxes 230,273 158,544
----------- -----------
Net income $ 379,369 253,214
=========== ===========
Earnings per share $ 0.16 N/A
=========== ===========
See accompanying notes to unaudited interim consolidated financial
statements.
2
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EMPIRE FEDERAL BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1997 and 1996
Three Months Ended
March 31,
--------------------------
1997 1996
---- ----
(unaudited) (unaudited)
Cash flows from operating activities:
Net income $ 379,369 253,214
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for loan losses 18,878 -
Depreciation 52,683 52,319
ESOP shares available for
allocation 59,238 -
Stock dividends reinvested in
Federal Home Loan Bank stock (20,800) (20,100)
Decrease (increase) in accrued
interest receivable (77,345) 49,546
Decrease (increase) in income
tax receivable - 104,869
Decrease (increase) in prepaid
expenses and other assets 73,262 94,774
Increase (decrease) in accrued
expenses and other liabilities (206,189) (369,760)
Decrease (increase) in income
taxes payable (295,397) 169,307
------------ ------------
Net cash provided (used) by
operating activities (16,301) 334,169
------------ ------------
Cash flows from investing activities:
Net change in interest-bearing
deposits 23,918,389 (531,554)
Net change in loans receivable (1,123,360) (1,589,265)
Purchases of investment securities
held-to-maturity - (1,022,368)
Proceeds from matured or called
investment securities held-to-
maturity 250,197 2,750,000
Principal payments on mortgage-
backed securities held-to-maturity 1,278,947 1,116,861
Purchases of investment securities
available-for-sale (6,465,707) -
Principal payments on mortgage-
backed securities available-for-
sale 435,114 383,897
Purchases of mortgage-backed
securities available-for-sale (10,856,239) -
Purchases of premises and equipment (43,000) (31,615)
------------ ------------
Net cash provided by investing
activities 7,394,341 1,075,956
------------ ------------
Cash flows from financing activities:
Net change in deposits (656,944) (1,543,317)
Repayment of advances from Federal
Home Loan Bank - (138,335)
Net change in advances from
borrowers for taxes and insurance 180,163 148,233
Refund of stock oversubscription (6,987,070) -
Net cash used in financing
activities (7,463,851) (1,533,419)
------------ ------------
Net decrease in cash and cash
equivalents (85,811) (123,294)
Cash and cash equivalents, beginning
of period 1,165,164 1,196,354
------------ ------------
Cash and cash equivalents, end
of period $ 1,079,353 1,073,060
=========== ============
See accompanying notes to unaudited interim consolidated financial
statements.
3
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EMPIRE FEDERAL BANCORP, INC.
Notes to Unaudited Interim Consolidated Financial Statements
Note 1 Basis of Presentation
---------------------
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
audited financial statements. They should be read in conjunction
with the audited consolidated financial statements filed as part
of the Annual Report on Form 10-KSB for the year ended December
31, 1996.
The accompanying consolidated financial statements include the
accounts of Empire Federal Bancorp, Inc. (the Holding Company) and
its wholly-owned subsidiary, Empire Federal Savings Bank (Empire)
and Dime Service Corporation (Dime), a wholly-owned subsidiary of
Empire. The Holding Company, Empire and Dime are herein referred
to collectively as "the Company." All significant intercompany
balances and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for fair
presentations have been included. The results of operations for
the interim periods ended March 31, 1997 and 1996 are not
necessarily indicative of the results which may be expected for an
entire year or any other period.
Note 2 Conversion to Stock Ownership
-----------------------------
The Holding Company was incorporated in September 1996 to acquire
and hold all of the outstanding capital stock of Empire to be
issued as a part of Empire's conversion from a federally-chartered
mutual savings and loan association to a federally-chartered
capital stock savings bank. In connection with the conversion,
which was consummated on January 23, 1997, the Company issued and
sold 2,592,100 shares of common stock (par value $.01 per share)
at a price of $10 per share for net offering proceeds of
$25,168,277 after conversion and offering expenses of $752,723.
Net cash offering proceeds were $23,094,597 which is net of
$2,073,680 in stock issued to the Employee Stock Ownership Plan
(ESOP) as consideration for future charges to compensation expense
as ESOP shares are earned by employees. The Holding Company used
$9,501,000 of the net cash proceeds to purchase the newly issued
capital stock of Empire. Since the offering proceeds and all
required regulatory approvals to consummate the conversion were
received prior to December 31, 1996, the conversion has been
accounted for as being effective as of December 31, 1996, with the
net offering proceeds shown on the statement of stockholders'
equity as proceeds from the sale of common stock and the stock
oversubscription funds recorded as a liability. The
oversubscription funds and accrued interest due were refunded as
of January 23, 1997. In connection with the conversion, the
Company adopted December 31 as its fiscal year end. Prior to
conversion, Empire's fiscal year ended June 30.
4
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Note 3 New Accounting Pronouncements
-----------------------------
In October 1995, SFAS No. 123 was issued which establishes
financial accounting and reporting standards for stock-based
employee compensation plans. SFAS No. 123 encourages all entities
to adopt a new method of accounting to measure compensation cost
of all employee stock compensation plans based on the estimated
fair value of the award at the date it is granted. Companies are,
however, allowed to continue to measure compensation cost for
those plans using the intrinsic value based method of accounting,
which generally results in compensation expense only when the
exercise price is less than the fair value of the underlying stock
at the date of grant. Companies that elect to remain with the
intrinsic value method are required to disclose in a footnote to
the financial statements pro forma net income and, if presented,
earnings per share, as if the fair value method of SFAS No. 123
had been adopted. The accounting requirements of SFAS No. 123 are
effective for transactions entered into by the Company beginning
July 1, 1996. The Company expects to utilize the intrinsic value
method of accounting for stock based compensation awards.
SFAS No. 125 provides guidance on accounting for transfers and
servicing of financial assets, recognition and measurement of
servicing assets and liabilities, financial assets subject to
prepayment, secured borrowings and collateral, and extinguishment
of liabilities. SFAS No. 125 generally requires that the Company
recognize as separate assets the rights to service mortgage loans
for others, whether the servicing rights are acquired through
purchases or loan originations. Servicing rights are initially
recorded at fair value based upon the present value of estimated
future cash flows. Subsequently, the servicing rights are assessed
for impairment, which is recognized in the statement of income in
the period the impairment occurs. For purposes of performing the
impairment evaluation, the related portfolio must be stratified on
the basis of certain risk characteristics including loan type and
note rate. SFAS No. 125 also specifies that financial assets
subject to prepayment, including loans that can be contractually
prepaid or otherwise settled in such a way that the holder would
not recover substantially all of its recorded investment, be
measured like debt securities available-for-sale or trading
securities under SFAS No. 115, as amended by SFAS No. 125. The
provisions of SFAS No. 125 apply to transactions occurring after
December 31, 1996 and is not expected to have a material impact on
the Company's consolidated financial position or results of
operations.
SFAS No. 128 was issued in February 1997 and will replace the
presentation of primary earnings per share ("EPS") with a
presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures. SFAS
No. 128 also requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.
Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then
shared in the earnings of the equity.
This statement will be effective for the Company commencing
February 1, 1998 and earlier application is not permitted. Once
effective, this statement requires restatement of all prior period
EPS data.
5
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Note 4 Earnings Per Share
------------------
Earnings per common share is calculated by dividing net income by
the weighted average number of common shares and common stock
equivalents outstanding during the period. Shares sold in the
conversion from mutual to stock ownership are assumed to have been
outstanding for all of the quarter ended March 31, 1997, for
purposes of computing weighted average shares outstanding.
Additionally, unallocated ESOP shares are excluded from the
weighted average common shares outstanding calculation, while
allocated shares are considered to be outstanding. At March 31,
1997, there were no allocated ESOP shares. The weighted average
shares outstanding was 2,384,732, net of ESOP shares (207,368), at
March 31, 1997.
Note 5 Cash Dividend Declared
----------------------
On April 11, 1997, the Board of Directors declared a quarterly
cash dividend of $.075 per common share to stockholders of record
on May 9, 1997, payable on May 30, 1997.
Note 6 Capital Compliance
------------------
The following table presents the Savings Bank's compliance with
its regulatory capital requirements of March 31, 1997 (dollars in
thousands):
Percentage
Amount of Assets
GAAP capital(1) $ 26,107 24.19%
========== =======
Tangible capital $ 25,216 23.16%
Tangible capital requirement 1,602 1.50%
---------- -------
Excess $ 23,614 22.11%
========== =======
Core capital $ 25,216 23.16%
Core capital requirements 3,205 3.00%
---------- -------
Excess $ 22,011 20.61%
========== =======
Total risk-based capital(2) $ 25,394 67.09%
Total risk-based capital
requirement(2) 3,028 8.00%
---------- -------
Excess(1) $ 22,366 59.09%
========== =======
(1) GAAP capital includes unrealized gains on certain
available-for-sale securities of $482,000 and
$409,000 of investments in Dime, which are
excluded for purposes of calculating both
tangible and core capital.
(2) Based on risk-weighted assets of $37,851.
6
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EMPIRE FEDERAL BANCORP, INC.
Notes to Unaudited Interim Consolidated Financial Statements
Part I, Item 2. - Management's Discussion and Analysis of Financial Condition
- -----------------------------------------------------------------------------
and Results of Operations
-------------------------
General
Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Company.
Operating Strategy
The business of the Savings Bank consists principally of attracting deposits
from the general public and using such deposits to originate mortgage loans
secured primarily by one- to four-family residences. The Savings Bank also
invests in interest-bearing deposits, investment grade federal agency
securities and mortgage-backed securities. The Savings Bank plans to continue
to fund its assets primarily with deposits, although FHLB advances may be
used as a supplemental source of funds.
The Savings Bank's profitability depends primarily on its net interest
income, which is the difference between the income it receives on its loan
and investment portfolio and its cost of funds, which consists of interest
paid on deposits. Net interest income is also affected by the relative
amounts of interest-earning assets and interest-bearing liabilities. When
interest-earning assets equal or exceed interest-bearing liabilities, any
positive interest rate spread will generate net interest income. The Savings
Bank's profitability is also affected by the level of other income and
expenses. Other income consists of service charges on NOW accounts and other
fees, proceeds from the sale of available-for-sale securities, insurance
commissions and net real estate owned income. Other expenses include
compensation and employee benefits, occupancy expenses, deposit insurance
premiums, equipment and data servicing expenses, professional fees and other
operating costs. The Savings Bank's results of operations are also
significantly affected by general economic and competitive conditions,
particularly changes in market interest rates, government legislation, and
policies concerning monetary and fiscal affairs, housing, and financial
institutions and the attendant actions of the regulatory authorities.
Financial Condition
Total assets decreased by approximately $7.9 million, or 6.9%, from $115.9
million at December 31, 1996 to $107.9 million at March 31, 1997. This
decrease was primarily attributable to the refund of $8.5 million of excess
subscription funds from the sale of Company Stock.
The comparison of the consolidated balance sheet was not materially affected
by market conditions between December 31, 1996 and March 31, 1997. The
investment of the net proceeds from the sale of Company stock during the
first quarter of 1997 resulted in significant changes in interest-bearing
deposits and investment and mortgage-backed securities available-for-sale.
Interest-bearing deposits at the FHLB decreased from $29.8 million at
December 31, 1996 to $5.9 million at March 31, 1997 primarily as the result
of reinvestment of $16.5 million of the stock sales proceeds in
mortgage-backed securities and U.S. Government agency bonds
available-for-sale coupled with the previously noted refund of excess
subscription funds. Investment and mortgage-backed securities
held-to-maturity decreased $1.5 million from $26.2 million at December 31,
1996 to $24.7 million at March 31, 1997 as the result of payments and
maturities. Net loans increased by $1.1 million, or 2.6%, and consisted
primarily of permanent and construction loans of 1-4 dwelling units.
Deposits decreased slightly by $657,000, or .97%, to $67.0 million at March
31, 1997 from $67.7 million at December 31, 1996. Stock oversubscriptions at
December 31, 1996 amounted to $7.0 million and were refunded to subscribers
as part of the $8.5 million payment made in January 1997.
7
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Stockholders' equity increased from $39.6 million at December 31, 1996 to
$39.8 million at March 31, 1997. The increase is the result of net income of
$379,000 and the release of ESOP shares in the amount of $59,000. Offsetting
these increases was a reduction of $270,000 related to the decline in market
value of securities available-for-sale.
Comparison of Results of Operations for the Three Months Ended March 31, 1997
and 1996
Net Income. Net income increased by $126,000, or 49.82%, to $379,000 for the
three months ended March 31, 1997 from $253,000 for the same period in 1996.
The primary cause for this change was the increase in interest income related
to the investment of the net proceeds from the sale of stock of $23.1
million. Net income for the three months ended March 31, 1997 also increased
because of the reduced cost of interest-bearing deposits and a reduction in
deposit insurance premiums. A reduction in insurance commissions for the
period ended March 31, 1997 coupled with an increase in the provision for
loan losses and other non-interest expense partially offset the
aforementioned increases in net income.
Net Interest Income. Net interest income increased $263,000, or 32.52%, to
$1.1 million for the three months ended March 31, 1997 from $807,000 for the
same period in 1996. The increase in net interest income primarily reflected
an increase in the volume of average interest earning assets attributed to
the $23.1 million of net proceeds from the sale of stock while
interest-bearing deposits remained relatively stable.
Interest Income. Total interest income increased by $244,000, or 15.00%, to
$1.9 million for the three months ended March 31, 1997 from $1.6 million for
the same period in 1996. The increase was primarily attributable to the
investment of $16.5 million in investments and mortgage-backed securities
available-for-sale with stated rates ranging from 5.5% to 7.5% and maturities
ranging from 1998 to 2024. In addition, interest-bearing deposits of $5.9
million were held at the FHLB, bearing an average interest of 5.17% for the
period. These two investments represent a majority of the proceeds from the
sale of the Company stock, most of which were received in late December 1996.
Interest income on loans increased $20,000, or 2.17%, from $901,000 for the
period ended March 31, 1996 to $921,000 for the same period in 1997. The
increase is partially attributable to the increase in the average balance of
loans outstanding from $40.8 million for the period ended March 31, 1996 to
$42.3 million for the same period in 1997. This increase in volume was offset
by a decrease in average yield from 8.84% for the three months ended March
31, 1996 to 8.71% for the same period in 1997.
Interest Expense. Total interest expense was $803,000 for the three months
ended March 31, 1997 as compared to $821,000 for the same period in 1996. The
$18,000, or 2.2%, decrease was the result of a $57,000 decrease in interest
on deposits offset by an increase of $39,000 in other interest expense.
The decline in deposit interest is caused by a reduction of $1.7 million in
average outstanding deposits for the period ending March 31, 1996 of $69.1
million to $67.4 million for the same period in 1997. Management attributes a
substantial portion of the decrease to depositors converting their deposits
to stock purchases. In addition to the decline in average deposits, the
average cost of deposits for the period ended March 31, 1996 was 4.62% and
for the same period in 1997, the average cost declined to 4.39%.
8
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Other interest expense of $24,000 for the period ended March 31, 1996 related
primarily to short-term borrowings from the FHLB. There were no outstanding
borrowings from the FHLB during the period ended March 31, 1997; however,
during this period, $63,000 in interest was paid to subscribers of the stock
sale on stock issuance date of January 23, 1997.
Provision for Loan Losses. The provision for loan losses was $19,000 for the
three month period ended March 31, 1997 as compared to no provision in the
same period in 1996. During the three months ended March 31, 1997, Empire
charged off $19,000 of mortgage loans. Management's analysis of the loan
portfolio determined that the reserve would be restored to $200,000. At the
end of both periods, the level of reserves was deemed to be adequate by
management. Loan loss reserves as a percentage of loans was .46% at March 31,
1997 and .34% at March 31, 1996.
Non-Interest Income. Non-interest income decreased $7,000 for the three
months ended March 31, 1997 as compared to the same period in 1996 primarily
as the result of a $14,000 decrease in insurance commission income. This
decrease was partially offset by an increase in customer service charges of
$7,000.
Insurance commissions received from Dime are the largest component of
non-interest income. Insurance commissions of $177,000 and $191,000 were
received for the three months ended March 31, 1997 and 1996, respectively.
The decrease in commission income resulted primarily from increases in
competition and reduced premiums and commissions from key companies
represented by Dime.
Non-Interest Expense. Total non-interest expense increased $39,000, or 6.25%,
for the three months ended March 31, 1997 compared to the three months ended
March 31, 1996. This increase was the result of several factors:
o Compensation and benefits, while remaining relatively stable for the
periods ending March 31, 1997 and 1996, did include a first-time
$59,000 charge related to the newly adopted ESOP. For the same period
in 1996, a bonus accrual of $34,000 and a pension accrual of $27,000
was recorded. For the period ending March 31, 1997, no provision for
the pension was made because of the fully funded status of the plan
and the ESOP accrual was in lieu of the previous bonus accrual.
o Occupancy and equipment expense decreased $14,000 from the period
ended March 31, 1996 to the same period in 1997 primarily because of
the fully depreciated status of certain assets.
o Deposit insurance premiums decreased by $25,000, or 45.56%, from
$54,000 for the three months ended March 31, 1996 to $29,000 for the
same period in 1997 because of the reduced premiums resulting from
the recapitalization of SAIF in 1997.
o Other non-interest expense increased $79,000, or 88.32%, from the
three months ended March 31, 1996 to the same period in 1997. The
increase includes a $24,000 increase in accounting expense caused by
the additional audit required for the change in fiscal year,
increased advertising and stationery costs of $33,000 associated
with being a public company and increased data processing costs of
$9,000.
Income Taxes. Income taxes increased $72,000 from the three month period
ended March 31, 1996 as compared to the same period in 1997 as the result of
theincrease in income before income taxes. The effective combined federal and
state tax rate was 37.77% and 38.50% for the three months ended March 31,
1997 and 1996, respectively.
9
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EMPIRE FEDERAL BANCORP, INC.
Notes to Unaudited Interim Consolidated Financial Statements
Part II - Other Information
- ---------------------------
Item 1. Legal Proceedings
There are no pending material legal proceedings to which the
registrant or its subsidiaries are a party.
Item 2. Changes in Securities
None.
Item 3. Defaults on Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation of Empire Federal Bancorp,
Inc. (1)
3.2 Bylaws of Empire Federal Bancorp, Inc. (1)
10.1 Employment Agreement with Beverly D. Harris (2)
10.2 Employment Agreement with Ernest A. Sandberg (2)
10.3 Employee Stock Ownership Plan (1)
21 Subsidiaries of the Registrant (2)
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
- -----------------
(1) Incorporated by reference to the Company's Registration Statement on
Form SB-2, as amended (File No. 333-12653).
(2) Incorporated by reference to the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996.
10
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EMPIRE FEDERAL BANCORP, INC.
Notes to Unaudited Interim Consolidated Financial Statements
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.
Empire Federal Bancorp, Inc.
By /s/ Beverly D. Harris May 14, 1997
--------------------------------------- ------------
Beverly D. Harris Date
President & Chief Executive Officer
(Principal Executive Officer)
By /s/ Ernest A. Sandberg May 14, 1997
--------------------------------------- ------------
Ernest A. Sandberg Date
Executive Vice President & Secretary
(Principal Financial and Accounting Officer)
11
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<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1079353
<INT-BEARING-DEPOSITS> 5906002
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