<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10Q/A
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE
TRANSITION PERIOD FROM ___________ TO________________
Commission File Number: 001-15215
SPECTRUM BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0867112
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10834 Old Mill Road, Suite One, Omaha, NE 68154
(Address of principal executive office) (Zip code)
(402) 333-8330
(Registrant's telephone number, including area code)
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 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 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 practical date.
Class Outstanding at November 9, 2000
----------------------------- -------------------------------
Common Stock, $1.00 par value 79,068
1
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PART I
FINANCIAL INFORMATION
SPECTRUM BANCORPORATION, INC.
Consolidated Balance Sheets
(In thousands except share data)
(unaudited)
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------------- -------------------
<S> <C> <C>
Assets
Cash and due from banks $27,295 $26,037
Federal funds sold 27,642 15,089
------------------- -------------------
Total cash and cash equivalents 54,937 41,126
Certificates of deposits 1,184 2,772
Securities available for sale 143,928 139,070
Loans receivable, net 682,443 626,560
Premises and equipment, net 19,517 17,676
Accrued interest receivable 11,343 8,740
Cost in excess of net assets acquired 10,192 7,928
Other assets 7,727 6,904
------------------- -------------------
$931,271 $850,776
=================== ===================
Liabilities and Stockholders' Equity
Liabilities:
Deposits
Non interest bearing $78,030 $65,843
Interest bearing 687,134 625,692
------------------- -------------------
Total Deposits 765,164 691,535
Federal funds purchased and securities sold
under agreements to repurchase 23,545 22,917
Notes payable 57,140 55,760
Company obligated mandatorily redeemable
preferred securities of subsidiary trust
holding solely junior subordinated
debentures 20,400 20,400
Accrued interest and other liabilities 11,559 9,597
------------------- -------------------
877,808 800,209
------------------- -------------------
Minority interest in subsidiaries 2,946 2,745
------------------- -------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $100 par value; 500,000 shares
authorized; issued and outstanding: 9,000
shares of 8% cumulative, nonvoting; 8,000
shares of 10% noncumulative, nonvoting 1,700 1,700
Common stock, $1.00 par value, authorized
1,000,000 shares, issued and outstanding
79,068 shares 79 79
Additional paid in capital 2,069 2,069
Retained earnings 47,729 46,331
Accumulated other comprehensive (loss) (1,060) (2,357)
------------------- -------------------
Total stockholders' equity (See Note A) 50,517 47,822
------------------- -------------------
$931,271 $850,776
=================== ===================
</TABLE>
See Notes to Consolidated Financial Statements.
3
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As of August 7, 2000 the Company acquired all of the outstanding shares
of Hamburg Financial, Inc. ("HFI"), an unaffiliated holding company which owned
two banks in southwestern Iowa. HFI's bank subsidiaries were merged into the
Company's subsidiary bank, Citizens Bank, Mt. Ayr. The acquisition was accounted
for as a purchase. See the cash flow statement for further financial details.
The cost in excess of net assets acquired generated from these
transactions is being amortized over 15 years using the straight-line method.
On August 7, 2000 Spectrum issued 7,584 shares of its common stock in
exchange for all outstanding common stock of Citizens. Since the entities were
under common control, the merger has been accounted for at historical cost in a
manner similar to a pooling-of-interests and, accordingly, the consolidated
financial statements for periods prior to the combination have been restated to
include the accounts and results of both entities. The results of operations
previously reported by the separate entities and the combined amounts presented
in the accompanying consolidated financial statements (in thousands) are
summarized below.
<TABLE>
<CAPTION>
For the Three Months
Ended September 30, 1999
-------------------------
<S> <C>
Interest income:
Spectrum Bancorporation, Inc. and Subsidiaries $12,502
Citizens Corporation and Subsidiaries 1,380
--------
Combined $13,882
========
Net income:
Spectrum Bancorporation, Inc. and Subsidiaries $1,980
Citizens Corporation and Subsidiaries (See Note B) 406
--------
Combined $2,386
========
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company is a multi-bank holding company organized under the laws
of Iowa whose primary business is providing trust, commercial, consumer, and
mortgage banking services through its South Dakota, Missouri and Iowa based
subsidiary banks. Substantially all of the Company's income is generated from
banking operations.
The Company's fiscal year end is June 30.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Total average assets were $891,024,000 for the three months ended
September 30, 2000, compared to $700,323,000 for the three months ended
September 30, 1999 a 27.23% increase. Average interest-earning assets were
$819,344,000 for the three months ended September 30, 2000 and $649,327,000 for
the three months ended September 30, 1999, a 26.18% increase. Assets increased
primarily due to internal loan growth funded by deposits received from customers
and bank acquisitions.
Total assets were $931,271,000 at September 30, 2000, an increase of
$80,495,000 from June 30, 2000. Net loans grew $55,296,000 during the three
months ended September 30, 2000 due to loan originations, net of loan repayments
and charge-offs, and bank acquisitions. Loan growth was funded by an increase in
deposits and additional Federal Home Loan Bank ("FHLB") borrowings. The
allowance for loan losses increased to $10,610,000 at September 30, 2000 from
$8,197,000 at June 30, 2000. The allowance represented 1.5% and 1.3% of total
loans as of September 30, 2000 and June 30, 2000. Increase in allowance for loan
losses were due to recent bank acquisitions.
7
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Notes to the 9/30/00 - 10QA
---------------------------
Note A
Total stockholders' equity total for June 30, 2000 should be 47,822 verses
what was previously reported in the 9/30/00 10Q of 48,822. Related equity
calculations and other related financial equity information in the 9/30/00
10Q are accurate. Restatement due to typing error.
Note B
Within the section called "Notes to Consolidated Financial Statements",
"Net income for Citizens Corporation and Subsidiaries" in the table on
page 7 should be 406 verses 460. Related income calculations and other
related financial income information in the 9/30/00 10Q are accurate.
Restatement due to typing error.
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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.
SPECTRUM BANCORPORATION, INC.
Date: November 16, 2000 By: /s/ Deryl F. Hamann
-----------------------------------
Deryl F. Hamann, Chairman and Chief
Executive Officer
(Duly Authorized Representative)
(Authorized officer and principal financial officer of the registrant)
Date: November 16, 2000 By: /s/ Daniel Brabec
-----------------------------------
Daniel Brabec, CFO
Executive Officer
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