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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB/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 June 30, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from __________ to _____________.
Commission File Number: 033-86964
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FIRST FEDERAL BANCORPORATION
- ----------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Minnesota 41-1796238
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
214 5th Street, Bemidji, Minnesota 56601-9983
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(218) 751-5120
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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 June 30, 1997
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Common Stock, $.01 par value 596,488<PAGE>
<PAGE>
PART 1 - FINANCIAL STATEMENTS
FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30 September 30
1997 1996
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ASSETS
<S> <C> <C>
Cash $ 1,949,617 $ 1,376,853
Interest-bearing deposits with banks 4,433,346 3,308,983
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Cash and cash equivalents 6,382,963 4,685,836
Securities available for sale:
Mortgage-backed and related securities
(amortized cost of $19,016,271 and
$20,128,368) 18,793,520 19,903,383
Other securities (amortized cost of
$27,414,912 and $26,193,395) 27,752,590 26,162,483
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Total securities available for sale 46,546,110 46,065,866
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Securities held to maturity:
Mortgage-backed and related securities
(estimated market value of $554,176
and $852,113) 551,420 845,605
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Total securities held to maturity 551,420 845,605
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Loans receivable, net 52,878,381 51,003,105
Federal Home Loan Bank stock, at cost 700,500 700,500
Foreclosed real estate, net 246,559 193,823
Accrued interest receivable 882,231 862,732
Premises and equipment, net 1,865,615 1,944,754
Other assets 535,709 953,880
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Total assets $110,589,488 $107,256,101
============ ============
Liabilities and Stockholders' Equity
Deposits $ 82,346,810 $ 81,046,519
Repurchase Agreements 4,534,529 4,954,620
Federal Home Loan Bank Advances 10,257,893 6,943,258
Advance payments by borrowers for
taxes and insurance 106,422 156,730
Accrued interest payable 591,821 587,779
Accrued SAIF assessment 0 588,444
Accrued expenses and other liabilities 732,809 656,053
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Total liabilities 98,570,284 94,933,403
</TABLE>
(continued)
3<PAGE>
<PAGE>
<TABLE>
<CAPTION>
June 30 September 30
1997 1996
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<S> <C> <C>
Stockholders' Equity:
Common stock ($.01 par value): authorized
4,000,000 shares; issued 682,566 and
700,566 shares in 1997 and 1996 $ 6,826 $ 7,006
Additional paid-in capital 6,235,144 6,372,253
Retained earnings, subject to certain
restrictions 7,926,005 7,558,604
Unrealized gain (loss) on securities
available for sale, net of tax effect 67,807 (150,979)
Unearned employee stock ownership plan
shares (500,250) (552,000)
Unearned shares management recognition
plan (306,942) (377,775)
Treasury stock, at cost, 86,078 and
36,563 shares in 1997 and 1996 (1,409,386) (534,411)
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Total stockholders' equity 12,019,204 12,322,698
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Total liabilities and stock-
holders' equity $110,589,488 $107,256,101
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4<PAGE>
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FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNING
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
--------------------- --------------------
1997 1996 1997 1996
---------- --------- -------- --------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $1,159,908 $1,109,273 $3,474,931 $3,335,415
Mortgage-backed and related
securities 317,896 359,267 968,730 1,062,480
Other securities 482,444 342,831 1,367,298 934,984
Interest-bearing deposits with banks 11,672 39,937 35,689 136,280
Other 12,225 12,192 36,641 37,795
---------- ---------- ---------- ----------
1,984,145 1,863,500 5,883,289 5,506,954
---------- ---------- ---------- ----------
Interest expense:
Deposits 927,597 915,401 2,778,560 2,822,224
Borrowings 207,557 69,035 534,881 99,860
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1,135,154 984,436 3,313,441 2,922,084
---------- ---------- ---------- ----------
Net interest income 848,991 879,064 2,569,848 2,584,870
Provision for loan losses 0 0 0 0
---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 848,991 879,064 2,569,848 2,584,870
---------- ---------- ---------- ----------
Noninterest income:
Fees and service charges 119,761 117,606 345,619 292,769
Gain on sales of securities 2,215 2,211 35,875 5,037
Gain on sales of foreclosed
real estate 7,129 3,464 8,589 4,781
Other 11,616 36,276 44,420 68,511
---------- ---------- ---------- ----------
Total noninterest income 140,721 159,557 434,503 371,098
---------- ---------- ---------- ----------
Noninterest expense:
Compensation and employee benefits 377,068 345,132 1,161,323 1,030,911
Occupancy 129,419 125,524 383,688 374,881
Federal deposit insurance premiums 13,476 55,826 72,395 165,619
Data processing 17,822 17,129 54,186 52,972
Advertising 35,005 28,693 113,182 68,978
Other 98,015 119,185 349,474 400,566
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Total noninterest expense 670,805 691,489 2,134,248 2,093,927
---------- ---------- ---------- ----------
Earnings before income tax
expense 318,907 347,132 870,103 862,041
Income tax expense 129,970 142,227 355,827 351,039
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Net earnings $ 188,937 $ 204,905 $ 514,276 $ 511,002
========== ========== ========== ==========
Earnings per common share and
common share equivalents $ 0.33 $ 0.27 $ 0.87 $ 0.66
---------- ---------- ---------- ----------
Weighted average number of common
share equivalents outstanding 572,096 741,103 591,586 771,827
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
5<PAGE>
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FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
Gain (loss) on
Additional Securities
Common Paid-in Retained Available for
Stock Capital Earnings sale, net
------ ---------- -------- -------------
<S> <C> <C> <C> <C>
September 30, 1996 $7,006 6,372,253 7,558,604 (150,979)
Net earnings 514,276
Change in unrealized gain (loss)
on securities available for
sale, net of tax effect 218,786
Purchase of treasury stock
Sale of treasury stock (54)
Purchase and retirement of
common stock (180) (179,820) (146,875)
Earned management recognition
plan shares
Earned employee stock ownership
plan shares 42,765
------ ---------- ---------- ---------
June 30, 1997 $6,826 6,235,144 7,926,005 67,807
====== ========== ========== =========
<CAPTION>
Unearned
Shares Unearned
Employee Shares
Stock Management Total
Ownership Recognition Treasury Stockholders'
Plan Plan Stock Equity
--------- ----------- --------- -------------
<S> <C> <C> <C> <C>
September 30, 1996 $(552,000) (377,775) (534,411) 12,322,698
Net earnings 514,276
Change in unrealized gain (loss)
on securities available for
sale, net of tax effect 218,786
Purchase of treasury stock (877,383) (877,383)
Sale of treasury stock 2,408 2,354
Purchase and retirement of
common stock (326,875)
Earned management recognition
plan shares 70,833 70,833
Earned employee stock ownership
plan shares 51,750 94,515
--------- --------- ----------- -----------
June 30, 1997 $(500,250) (306,942) (1,409,386) 12,019,204
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</TABLE>
See accompanying notes to consolidated financial statements.
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FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended June 30,
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1997 1996
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<S> <C> <C>
Operating activities:
Net earnings $ 514,276 $ 511,002
Adjustments to reconcile net earnings to net
cash provided (used) by operations:
Provision for loan losses 0 0
Depreciation 198,170 195,985
Amortization of premium and discount, net (6,819) 4,377
Increase in accrued interest receivable (19,499) (181,658)
Increase (decrease) in accrued interest payable 4,042 (12,517)
FHLB stock dividend 0 (13,800)
Gain on sale of securities (35,875) (5,037)
Gain on sale of foreclosed real estate (8,589) (4,781)
Earned ESOP shares priced above original cost 42,765 19,297
Decrease in Unearned ESOP Shares 51,750 51,750
Decrease in Unamortized Restricted Stock 70,833 70,833
Decrease (increase) in other assets 310,543 (25,093)
(Decrease) increase in accrued expenses
and other liabilities (511,688) 6,093
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Net cash provided by operating activities 609,909 616,451
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Investing activities:
Net increase in loans receivable (1,875,276) (1,090,006)
Purchases of:
Other securities - available for sale (10,752,822) (14,674,529)
Mortgage-backed & related securities -
available for sale (1,887,486) (4,518,974)
Premises and equipment (119,031) (60,599)
Proceeds from sales of:
Other securities - available for sale 483,700 750,000
Mortgage-backed & related securities -
available for sale 160,979 1,184,785
Mortgage-backed & related securities -
held to maturity 209,867 0
Proceeds from maturities or calls of:
Other securities - available for sale 9,040,466 5,294,247
Principal payments on:
Mortgage-backed & related securities
- available for sale 2,852,953 2,911,682
Mortgage-backed & related securities
- held to maturity 83,927 203,968
Net increase in foreclosed real estate (52,736) (36,571)
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Net cash used by investing activities (1,855,459) (10,035,997)
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</TABLE>
(continued)
7<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Nine Months
Ended June 30,
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1997 1996
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<S> <C> <C>
Financing activities:
Net increase (decrease) in deposits $1,300,291 $(2,200,123)
Purchase of Treasury Stock, net (874,975) (473,930)
Purchase and retirement of common stock (326,875) (1,156,830)
Decrease in advance payments by borrowers
for taxes and insurance (50,308) (12,384)
Net increase in Federal Home Loan Bank advances 3,314,635 5,454,000
(Decrease) increase in Repurchase Agreements (420,091) 3,400,000
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Net cash provided by financing activities 2,942,677 5,010,733
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Increase (decrease) in cash and cash equivalents 1,697,127 (4,408,813)
Cash and cash equivalents, beginning of period 4,685,836 10,185,818
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Cash and cash equivalents, end of period $6,382,963 $ 5,777,005
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Supplemental cash flow disclosures:
Cash paid for interest $3,309,399 $ 2,934,601
Cash paid for income taxes 107,000 341,076
Supplemental noncash flow disclosures:
Transfer of loans to real estate $ 120,514 $ 13,905
</TABLE>
See accompanying notes to consolidated financial statements.
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FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 1997
(1) The accompanying unaudited consolidated financial
statements, which are for interim periods, do not include all
disclosures provided in the annual consolidated financial
statements. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial
statements and the footnotes thereto contained in the Annual
Report on Form 10-KSB for the year ended September 30, 1996 of
First Federal Bancorporation (the "Company"), as filed with the
Securities and Exchange Commission. The September 30, 1996
balance sheet was derived from audited consolidated financial
statements, but does not include all disclosures required by
generally accepted accounting principles.
(2) Basis of Preparation
In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments (which
are of a normal recurring nature) necessary for a fair
presentation of the financial statements. The statements of
earnings for the three and nine month periods ended June 30, 1997
are 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 were calculated using
572,096 shares, and 591,586 shares, as the weighted average
number of shares outstanding for the three month period and nine
month period, respectively, ended June 30, 1997.
The FASB has issued Statement No 128, Earnings per Share,
which supercedes APB Opinion No. 15. Statement No. 128 requires
the presentation of earnings per share by all entities that have
common stock or potential common stock, such as options,
warrants and convertible securities, outstanding that trade in a
public market. Those entities that have only common stock
outstanding are required to present basic earnings per-share
amounts. All other entities are required to present basic and
diluted per-share amounts. Diluted per-share amounts assume the
conversion, exercise or issuance of all potential common stock
intruments unless the effect is to reduce a loss or increase the
income per common share from continuing operations. All entities
required to present per-share amounts must initially apply
Statement No. 128 for annual and interim periods ending after
December 15, 1997. Earlier application is not permitted.
Because the Company has potential common stock outstanding
(stock options to employees), the Company will be required to
present basic and diluted earnings per share. The Company has
not completed its analysis of the pro forma effects of this
standard on reported earnings per share.
9<PAGE>
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(4) Regulatory Capital Requirements
At June 30, 1997, the Bank met each of the three current
minimum regulatory capital requirements. The following table
summarizes the Bank's regulatory capital position at June 30,
1997:
<TABLE>
<CAPTION>
Amount Percent(1)
------ ----------
(Dollar in Thousands)
<S> <C> <C>
Tangible Capital:
Actual $10,553 9.64%
Required 1,642 1.50
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Excess $ 8,911 8.14%
Core Capital:
Actual $10,553 9.64%
Required 3,284 3.00
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Excess $ 7,269 6.64%
Risk-Based Capital:
Actual $10,960 19.07%
Required 4,599 8.00
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Excess $ 6,361 11.07%
<FN>
_________________________
(1) Tangible and core capital levels are shown as a percentage
of total adjusted assets; risk-based capital levels are shown as
a percentage of risk-weighted assets.
</FN>
</TABLE>
(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.
During the three months ended March 31, 1997, the Company
repurchased 22,600 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.
During the three months ended June 30, 1997, the Company
repurchased 10,087 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.
During the three months ended June 30, 1997, the Company
sold 172 shares of its repurchased shares, held as treasury
shares, upon the exercise of stock options.
During the three months ended June 30, 1997, the Company
approved a stock repurchase program to acquire up to 35,028
shares of the Company's common stock which represented 5.0% of
the outstanding common stock. The Company repurchased 18,000
shares under this program during the three months ended June 30,
1997. The repurchased shares were retired by the Company.
10 <PAGE>
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SIGNATURES
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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: September 3, 1997 /s/ Dennis M. Vorgert
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Dennis M. Vorgert, Vice President
(Principal Financial Officer)
11
