FIRST FEDERAL BANCORPORATION /MN/
10QSB, 2000-08-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: VOXWARE INC, 8-K, EX-99.1, 2000-08-11
Next: FIRST FEDERAL BANCORPORATION /MN/, 10QSB, EX-27, 2000-08-11




                       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 June 30, 2000

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 0-25704


                          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 June 30, 2000
----------------------------                    ----------------------------
Common Stock, $.01 par value                                 1,280,152


<PAGE>


                          FIRST FEDERAL BANCORPORATION

                                    CONTENTS

PART I - FINANCIAL INFORMATION

         Item 1:  Financial Statements                                Page
                                                                      ----
                   Consolidated Balance Sheets at
                    June 30, 2000 and September 30, 1999                3

                   Consolidated Statements of Income for
                    the Three Months and Nine Months
                    Ended June 30, 2000 and 1999                        5

                   Consolidated Statement of Stockholders'
                    Equity for the Nine Months Ended
                    June 30, 2000                                       6

                   Consolidated Statements of Cash Flows for
                    the Nine Months Ended June 30, 2000
                    and 1999                                            7

                   Notes to Consolidated Financial Statements           9

         Item 2:  Management's Discussion and Analysis of
                   Financial Condition and Results of
                   Operations                                          12


PART II - OTHER INFORMATION

         Item 1:  Legal Proceedings                                    18

         Item 2:  Changes in Securities                                18

         Item 3:  Defaults Upon Senior Securities                      18

         Item 4:  Submission of Matters to a Vote of
                   Security Holders                                    18

         Item 5:  Other Materially Important Events                    18

         Item 6:  Exhibits and Reports on Form 8-K                     18

         Signatures                                                    19

                                      2


<PAGE>
<TABLE>
<CAPTION>
                                            June 30        September 30
                                              2000             1999
                                           ----------      ------------
            Assets
<S>                                           <C>             <C>
Cash                                       $  1,703,314    $  2,914,436
Interest-bearing deposits with banks          3,517,211       2,344,936
                                           ------------    ------------
        Cash and cash equivalents             5,220,525       4,539,372

Securities available for sale:
  Mortgage-backed and related
    securities (amortized cost of
    $12,656,592 and $15,485,677)             12,163,231      15,201,045
  Other securities (amortized cost of
    $13,827,251 and $16,438,806)             13,367,188      16,071,076
                                           ------------    ------------
     Total securities available for sale     25,530,419      31,272,121
                                           ------------    ------------
Securities held to maturity:
  Mortgage-backed and related
    securities (estimated market value
    of $169,516 and $232,128)                   172,449         234,297
   Other securities (estimated market
     value of $31,170,313 and
     $31,940,310)                            33,575,629      33,574,335
                                           ------------    ------------
      Total securities held to maturity      33,748,078      33,808,632
                                           ------------    ------------

Loans receivable, net                        66,601,900      57,256,941
Federal Home Loan Bank stock, at cost         1,470,300       1,248,000
Foreclosed real estate, net                     282,818         188,300
Accrued interest receivable                   1,184,009       1,075,399
Premises and equipment, net                   2,181,674       2,123,863
Other assets                                  1,093,290         777,687
                                           ------------    ------------
     Total assets                          $137,313,013    $132,290,315
                                           ============    ============
      Liabilities and Stockholders' Equity

Deposits                                  $ 87,952,619     $ 88,110,758
Repurchase Agreements                        8,547,950        4,701,492
Federal Home Loan Bank Advances             26,870,737       24,956,845
Advance payments by borrowers for
 taxes and insurance                           131,323          186,123
Accrued interest payable                       586,412          577,585
Accrued expenses and other liabilities         707,845          696,151
                                           ------------    ------------
     Total liabilities                     124,796,886      119,228,954

</TABLE>


                                    (continued)

                                      3


<PAGE>
<TABLE>
<CAPTION>

Stockholders' Equity:
<S>                                           <C>             <C>
  Common stock ($.01 par value):
    authorized 4,000,000 shares;
    issued 1,280,152 and 1,431,069
    shares                                       12,802          14,311
   Additional paid-in-capital                 5,330,747       5,971,251
   Retained earnings, subject to certain
     restrictions                             9,461,345       9,260,477
   Accumulated other comprehensive income,
     unrealized loss on securities
     available for sale, net of tax effect     (562,520)       (335,848)
   Unearned employee stock ownership plan
     shares                                    (293,250)       (345,000)
   Unearned management recognition plan
     shares                                     (23,611)        (94,444)
   Treasury stock, at cost, 292,768 and
     289,605 shares                          (2,016,640)     (1,989,226)
   Deferred compensation payable in
     common stock                               607,254         579,840
                                           ------------    ------------
       Total stockholders' equity            12,516,127      13,061,361
                                           ------------    ------------
       Total liabilities and
        stockholders' equity               $137,313,013    $132,290,315
                                           ============    ============
</TABLE>

                                      4
<PAGE>


            FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

<TABLE>
<CAPTION>


                                      Three Months Ended        Nine Months Ended
                                            June 30,                June 30,
                                      ---------------------    ----------------------
                                         2000        1999        2000         1999
                                      ----------  ---------    --------    ----------
<S>                                   <C>         <C>          <C>         <C>
Interest income:
   Loans receivable                   $1,367,195   $1,151,650  $3,833,160  $3,457,258
   Mortgage-backed and related
    securities                           208,344      244,934     664,852     769,033
   Other securities                      768,421      775,011   2,352,587   2,204,490
   Interest-bearing deposits
     with banks                           20,264       16,395     107,133      42,123
   Other                                  25,078       19,000      69,443      57,068
                                      -----------------------------------------------
                                       2,389,302    2,206,990   7,027,175   6,529,972
                                      -----------------------------------------------
Interest expense:
   Deposits                              951,833      905,421   2,778,139   2,806,820
   Borrowings                            515,680      376,216   1,438,549   1,046,490
                                      -----------------------------------------------
                                       1,467,513    1,281,637   4,216,688   3,853,310
                                      -----------------------------------------------
      Net interest income                921,789      925,353   2,810,487   2,676,662
Provision for loan losses                  1,565       13,549       4,400      19,343
                                      -----------------------------------------------
      Net interest income after
       provision for loan losses         920,224      911,804   2,806,087   2,657,319
                                      -----------------------------------------------

Noninterest income:
   Fees and service charges              174,208      149,913     491,780     428,670
   Gain (loss) on sales of securities       (235)           0        (235)          0
   Gain (loss) on sales of
     foreclosed real estate                  637          536      41,809      (6,475)
   Provision for loss on
     investment securities                     0      (83,129)          0     (83,129)
   Other                                  20,097       16,177      64,670      35,802
                                      -----------------------------------------------
       Total noninterest income          194,707       83,497     598,024     374,868
                                      -----------------------------------------------
Noninterest expense:
   Compensation and employee benefits    406,185      402,940   1,233,215   1,193,263
   Occupancy                             156,264      129,123     433,917     380,388
   Federal deposit insurance premiums      4,498       13,019      22,166      38,705
   Data processing                        17,568       17,541      55,188      59,012
   Advertising                            35,736       20,667     124,685      78,505
   Other                                 129,890      117,563     452,103     375,329
                                      -----------------------------------------------
       Total noninterest expense         750,141      700,853   2,321,274   2,125,202
                                      -----------------------------------------------
       Income before income tax
         expense                         364,790      294,448   1,082,837     906,985
Income tax expense                       137,814      108,974     409,115     346,643
                                      -----------------------------------------------
Net income                            $  226,976   $  185,474  $  673,722  $  560,342
                                      ==========   ==========  ==========  ==========
Earnings per common share:
   Basic                              $     0.23   $     0.16  $     0.62  $     0.48
                                      ----------   ----------  ----------  ----------
   Diluted                            $     0.22   $     0.16  $     0.61  $     0.46
                                      ----------   ----------  ----------  ----------

Comprehensive income                  $  224,354   $  (14,159) $  447,050  $  121,653
                                      ===============================================
</TABLE>

                                      5


<PAGE>
            FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
             Consolidated Statement of Stockholders' Equity
                            (Unaudited)




<TABLE>
<CAPTION>


                                                                      Accumulated
                                               Additional                Other
                        Comprehensive  Common    Paid-in   Retained   Comprehensive
                            Income      Stock    Capital   earnings   Income (Loss)
                        ------------------------------------------------------------

<S>                     <C>           <C>        <C>        <C>        <C>
Balance, September 30,
  1999                                   $14,311  5,971,251  9,260,477  (335,848)

Comprehensive income:
  Net income              $ 673,722                            673,722

  Change in net
  unrealized gain (loss)
    on securities
    available for sale,
     net of tax effect     (226,672)                                    (226,672)
                          ---------
     Comprehensive Income $ 447,050
                          =========

Increase in deferred
  compensation payable
  in common stock

Purchase and
  retirement of
  common stock                            (1,509)  (668,562)  (472,854)

Amortization of
  management
  recognition plan
  shares

Earned employee
  stock ownership
  plan shares                                       28,058
                                        ----------------------------------------
Balance, June
  30, 2000                              $12,802  5,330,747  9,461,345   (562,520)
                                        ========================================


<CAPTION>

                          Unearned                             Deferred
                          Employee      Unearned                 Comp
                           Stock       Management              Payable in    Total
                         Ownership     Recognition   Treasury   Common    Stockholders'
                        Plan Shares    Plan Shares     Stock     Stock       Equity
                        ---------------------------------------------------------------

<S>                       <C>            <C>          <C>          <C>      <C>
Balance, September 30,
  1999                    (345,000)      (94,444)     (1,989,226)  579,840  13,061,361

Comprehensive income:
  Net income                                                                   673,722

  Change in
  unrealized gain (loss)
    on securities
    available for sale,
     net of tax effect                                                        (226,672)

     Comprehensive Income

Increase in deferred
  compensation payable
  in common stock                                        (27,414)   27,414           0

Purchase and
  retirement of
  common stock                                                              (1,142,925)

Amortization of
  management
  recognition plan
  shares                                  70,833                                70,833

Earned employee
  stock ownership
  plan shares              51,750                                               79,808
                        --------------------------------------------------------------
Balance, June
  30, 2000              $(293,250)       (23,611)     (2,016,640)  607,254  12,516,127
                        ==============================================================
</TABLE>
                                      6

<PAGE>

            FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows
                           (Unaudited)
<TABLE>
<CAPTION>


                                                                Nine Months
                                                             Ended June 30,
                                                            -------------------
                                                           2000             1999
                                                       ------------     ------------
<S>                                                    <C>              <C>
Operating activities:
  Net earnings                                         $   673,722      $   560,342
  Adjustments to reconcile net earnings to net
    cash provided by operations:
      Provision for loan losses                              4,400          102,472
      Depreciation                                         215,775          199,493
      Amortization of premium and discount, net            (61,446)         (50,535)
      Increase in accrued interest receivable             (108,610)        (151,313)
      Increase in accrued interest payable                   8,827            3,371
      Loss on sales of investment securities                   235                0
      (Gain) loss on sales of foreclosed real estate       (41,809)           6,475
      Earned ESOP shares priced above original cost         28,058           52,505
      Decrease in Unearned ESOP Shares                      51,750           51,750
      Decrease in Unamortized Restricted Stock              70,833           70,832
      Increase in Deferred Comp Payable in Common Stock     27,414           41,884
      Increase in other assets                            (158,086)          (9,335)
      Increase (decrease) in accrued expenses
        and other liabilities                               11,694          (73,576)
                                                       -----------      -----------
        Net cash provided by operating activities          722,757          804,365
                                                       -----------      -----------

Investing activities:
  Net (increase) decrease in loans receivable           (9,349,359)         830,647
  Purchases of:
    Other securities - available for sale              (10,773,893)     (12,508,823)
    Other securities - held to maturity                          0      (24,081,719)
    Mortgage-backed & related securities -
      available for sale                                         0       (6,180,162)
    FHLB stock                                            (222,300)         (71,300)
    Premises and equipment                                (273,586)        (198,626)
  Proceeds from sales of:
    Other securites - available for sale                   498,465                0
  Proceeds from maturities or calls of:
    Other securities - available for sale               12,863,222       17,463,050
    Other securities - held to maturity                          0       13,500,000
  Principal payments on:
    Mortgage-backed & related securities
      - available for sale                               2,829,429       6,663,495
    Mortgage-backed & related securities
      - held to maturity                                    62,055           49,535
  Net increase in foreclosed real estate                   (52,709)         (34,240)
                                                       -----------      -----------
        Net cash used in investing activities           (4,418,676)      (4,568,143)
                                                       -----------      -----------
</TABLE>


                                      7

<PAGE>
<TABLE>
<CAPTION>

                                                              Nine Months
                                                             Ended June 30,
                                                            ---------------
                                                           2000              1999
                                                       ------------     ------------
<S>                                                     <C>                <C>
Financing activities:
  Net (decrease) increase in deposits                  $  (158,139)     $ 1,877,541
  Purchase and retirement of common stock               (1,142,925)        (313,124)
  Purchase of treasury stock                               (27,414)         (41,884)
  Purchase of fractional shares on stock split                   0             (798)
  Decrease in advance payments by borrowers
    for taxes and insurance                                (54,800)         (51,300)
  Net increase in FHLB short-term advances              19,913,892          524,864
  Purchase of FHLB long-term advances                            0        2,000,000
  Repayment of FHLB long-term advances                 (18,000,000)               0
  Increase in other borrowed money                       3,846,458          984,512
                                                       -----------      -----------
    Net cash provided by financing activities            4,377,072        4,979,811
                                                       -----------      -----------



    Increase in cash and cash equivalents                  681,153        1,216,033

Cash and cash equivalents, beginning of period           4,539,372        4,290,188
                                                       -----------      -----------
Cash and cash equivalents, end of period               $ 5,220,525      $ 5,506,221
                                                       ===========      ===========



Supplemental cash flow disclosures:
  Cash paid for interest on deposits                   $ 2,760,069      $ 2,851,507
  Cash paid for interest on borrowings                   1,447,792          998,431
  Cash paid for income taxes                               436,798          532,250

Supplemental noncash flow disclosures:
  Transfer of loans to real estate                     $   256,319      $   238,412
  Loans receivable on other real estate sold           $   175,300      $    67,000

</TABLE>


                                      8

<PAGE>

                  FIRST FEDERAL BANCORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

                                  June 30, 2000

(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,   1999  of  First   Federal
     Bancorporation  (the "Company"),  as filed with the Securities and Exchange
     Commission.  The  September 30, 1999 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  statement  of income for the nine month period ended June
     30, 2000 is not necessarily indicative of the results which may be expected
     for the entire year.

(3)  Earnings Per Common Share and Common Share Equivalents

     Following is  information  about the  computation of the earnings per share
     data for the three months ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>

                                             Three months ended                   Three months ended
                                               June 30, 2000                        June 30, 1999
                                      --------------------------------     --------------------------------
                                                             Per share                            Per share
                                      Numerator  Denominator   Amount      Numerator  Denominator   Amount
                                      ---------- ----------- ---------     ---------- ----------- ---------
<S>                                    <C>       <C>             <C>      <C>       <C>             <C>
Basic earnings per share, income
  available to common stockholders     $226,976  1,008,194       $0.23    $185,474  1,144,870       $0.16
                                                                 =====                              =====
Effect of dilutive securities:
  MRP shares                                         2,712                              9,183
  Stock options                                     22,703                             40,655
                                       -------------------                -------------------
  Diluted earnings per share,
     income available to common
     stockholders                      $226,976  1,033,609       $0.22    $185,474  1,194,708      $0.16
                                       ===============================    ===============================
</TABLE>


     Following is  information  about the  computation of the earnings per share
     data for the nine months ended June 30, 2000 and 1999:


                                      9
<PAGE>
<TABLE>
<CAPTION>

                                              Nine months ended                  Nine months ended
                                               June 30, 1999                      June 30, 1999
                                      --------------------------------   --------------------------------
                                                             Per share                          Per share
                                      Numerator  Denominator   Amount    Numerator  Denominator   Amount
                                      ---------- ----------- ---------   ---------- ----------- ---------

<S>                                    <C>        <C>           <C>       <C>        <C>           <C>
Basic earnings per share, income
  available to common stockholders     $673,722   1,093,148     $0.62     $560,342   1,164,923     $0.48
                                                                =====                              =====
Effect of dilutive securities:
  MRP shares                                          2,146                              9,683
  Stock options                                      17,918                             43,665
                                       --------------------               --------------------
  Diluted earnings per share,
     income available to common
     stockholders                      $673,722   1,113,212     $0.61     $560,342   1,218,271     $0.46
                                       ==============================     ==============================
</TABLE>


(4)  Regulatory Capital Requirements

     At June 30,  2000,  the Bank met  each of the  current  minimum  regulatory
     capital requirements.  The following table summarizes the Bank's regulatory
     capital position at June 30, 2000:
<TABLE>
<CAPTION>

                                                            Minimum for Capital      Minimum to be
                                          Actual             Adequacy Purposes      Well Capitalized
                                      Ratio    Amount        Ratio       Amount     Ratio     Amount
                                      --------------------------------------------------------------
<S>                                      <C>    <C>           <C>        <C>         <C>      <C>
Stockholders' equity,
  and ratio to total assets              7.99%  $10,864

Tangible capital,
  and ratio to adjusted total assets     8.36%  $11,432       2.00%      $2,734

Tier 1 (core) capital,
  and ratio to adjusted total assets     8.36%  $11,432       4.00%      $5,469      5.00%    $6,836

Tier 1 capital,
  and ratio to risk-weighted assets     16.42%  $11,432       4.00%      $2,785      6.00%    $4,178

Total risk-based capital,
  and ratio to risk-weighted assets     17.04%  $11,868       8.00%      $5,570     10.00%    $6,963

Total assets                         $135,911

Adjusted total assets                $136,723

Risk-weighted assets                 $ 69,628
</TABLE>


(5)   Stockholders' Equity

         During  the  three  months  ended   December  31,  1999,   the  Company
repurchased  7,800  shares  under the  Company's  repurchase  program  which was
approved on  September  3, 1998.  The  repurchased  shares  were  retired by the
Company.

         During the three months ended December 31, 1999, the Company approved a
stock repurchase program to acquire up to 142,326 shares of the Company's common
stock which represented 10.0% of the outstanding common stock.

         During the three months ended March 31, 2000,  the Company  repurchased
791  shares  under  the  Company's  repurchase  program  which was  approved  on
September 3, 1998.  The  repurchased  shares were  retired by the Company.  This
buyback completed this repurchase program.

                                      10
<PAGE>

         During the three months ended March 31, 2000,  the Company  repurchased
25,959  shares  under the  Company's  repurchase  program  which was approved on
October 26, 1999. The repurchased shares were retired by the Company.

         During the three months ended June 30,  2000,  the Company  repurchased
116,367  shares under the  Company's  repurchase  program  which was approved on
October 26, 1999.  The  repurchased  shares were  retired by the  Company.  This
buyback completed this repurchase program.

(6)      Comprehensive Income

         Financial  Accounting  Standards  Board Statement No. 130 requires that
all items that are components of comprehensive income be reported in a financial
statement  that is  displayed  with  the  same  prominence  as  other  financial
statements. Comprehensive income is defined as the change in equity (net assets)
of a business  enterprise during a period from transactions and other events and
circumstances from nonowner sources.  It includes all changes in equity during a
period except those resulting from  investments by owners and  distributions  to
owners.


                                      11

<PAGE>


                  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 $5.02 million, or 3.80%, from $132.29 million
at September  30, 1999, to $137.31  million at March 31, 2000.  The increase was
primarily due to an increase in cash and cash equivalents, loans receivable, and
other assets,  partially offset by a decrease in the securities portfolio of the
Bank,   including   mortgage-backed  and  related  securities.   Cash  and  cash
equivalents totaled $5.22 million at June 30, 2000, an increase of $681,000,  or
15.00%,  from September 30, 1999. This increase was primarily due to an increase
in cash  liquidity to fund the  increase in loan  demand.  Due to an increase in
loan demand,  loans receivable,  net, increased $9.34 million,  or 16.32%,  from
$57.26  million at September 30, 1999 to $66.60  million at June 30, 2000.  This
increase  in loan  demand was  primarily  in the area of  automobile  financing.
Automobile  loans  increased  $5.80  million,  or 74.76%,  from $7.76 million at
September 30, 1999 to $13.56 million at June 30, 2000. Other assets increased by
$799,000, or 14.76% from $5.41 million at September 30, 1999 to $6.21 million at
June 30, 2000. The Company's  securities  portfolio  decreased $5.80 million, or
8.92%,  from $65.08 million at September 30, 1999, to $59.28 million at June 30,
2000.  Securities  available-for-sale  decreased $5.74 million,  or 18.36%, from
$31.27  million at  September  30,  1999,  to $25.53  million at June 30,  2000.
Securities held-to-maturity remained virtually unchanged. The funds generated in
the  reduction  of the  securities  portfolio  was  used to  partially  fund the
increase in the loan demand.

         Deposits  decreased  by  $158,000,  or 0.18%,  from  $88.11  million at
September 30, 1999, to $87.95 million at June 30, 2000.

         Borrowings  increased $5.76 million,  or 19.42%, from $29.66 million at
September 30, 1999, to $35.42  million at June 30, 2000.  Federal Home Loan Bank
advances increased $1.91 million, or 7.67%, from $24.96 million at September 30,
1999, to $26.87 million at June 30, 2000. The Company continues to use leveraged
borrowings to generate  additional  income from the spread between the borrowing
rate and the rate on the loans funded and securities purchased with the borrowed
funds.  Borrowings in the form of repurchase agreements increased $3.85 million,
or

                                      12
<PAGE>

81.81%, from $4.70 million at September 30, 1999 to $8.55 million at June 30,
2000. Repurchase agreements are primarily issued to local government units.

         Stockholders'  equity  decreased  during the nine months ended June 30,
2000 by $545,000, or 4.17%, from $13.06 million at September 30, 1999, to $12.52
million at June 30, 2000. The decrease was primarily a result of a $1.14 million
purchase and retirement of common stock,  along with a $227,000  decrease in the
net unrealized loss on securities  available-for-sale,  net of tax effect.  This
decrease  was  partially  offset by net income of  $674,000  and an  increase of
$151,000 in the earned management recognition plan shares and the employee stock
ownership plan shares.


Net Income:

         Net income for the three months ended June 30, 2000, increased $42,000,
or 22.38%, from the three months ended June 30, 1999, from $185,000 to $227,000,
respectively.  This  increase  was  primarily  the  result  of  an  increase  in
noninterest  income and a decrease in the provision  for loan losses,  partially
offset by a decrease in the net interest  income and an increase in  noninterest
expenses  between  periods.  Net income for the nine months ended June 30, 2000,
increased  $114,000,  or 20.23%,  from the nine months ended June 30, 1999, from
$560,000 to $674,000, respectively. This increase was primarily the result of an
increase in net  interest  income and  noninterest  income and a decrease in the
provision  for loan  losses,  partially  offset by an  increase  in  noninterest
expenses.


Net Interest Income:

         Net interest income decreased by $4,000, or 0.39%, for the three months
ended June 30,  2000,  compared to the three  months  ended June 30,  1999.  The
Company  increased its average  interest  earning  assets by $4.46  million,  or
3.57%,  while the net interest margin  decreased from 2.97% for the three months
ended June 30, 1999,  to 2.86% for the three  months  ended June 30,  2000.  The
primary reason for this decrease in net interest income during the periods was a
43 basis point  increase in the average  cost of interest  bearing  liabilities,
which was partially  offset by a 34 basis point increase in the average yield on
interest earning assets.  Net interest income  increased by $134,000,  or 5.00%,
for the nine months ended June 30, 2000,  compared to the nine months ended June
30, 1999.  The primary  reason for this increase in net interest  income was the
result of the Company  increasing its average  interest  earning assets by $6.12
million,  or 4.98%,  while the net interest margin  decreased from 2.91% for the
nine months  ended June 30,  1999,  to 2.90% for the nine months  ended June 30,
2000.

Interest Income:

         Interest income increased by $182,000, or 8.26%, from $2.21 million for
the three  months  ended June 30,  1999,  to $2.39  million for the three months
ended June 30, 2000. The increase in interest  income is primarily a result of a
$4.46  million  increase  in  average  interest  earning  assets,  along with an
increase in the  average  yield on  interest  earning  assets from 7.08% for the
three months  ended June 30, 1999,  to 7.42% for the three months ended June 30,
2000.  The primary  reason for the  increase  in the  average  yield on interest
earning  assets was a 26 basis point  increase  in the  average  yield on loans.
Interest income increased by $497,000, or 7.61%, from $6.53 million for the nine
months ended June 30, 1999,  to $7.03 million for the nine months ended June 30,
2000. The primary reason for this increase in net interest income was the result
of the Company  increasing its average interest earning assets by $6.12 million,
or 4.98%, along with an increase in the average yield on interest earning assets
from 7.11% for the nine months ended June 30, 1999, to 7.26% for the nine months
ended June 30, 2000.

Interest Expense:

                                      13
<PAGE>

         Interest expense increased by $186,000,  or 14.50%,  from $1.28 million
for the three months ended June 30, 1999,  to $1.47 million for the three months
ended June 30, 2000. The increase in interest expense is primarily a result of a
$5.48 million increase in average interest  bearing  liabilities,  along with an
increase in the average cost of interest bearing  liabilities from 4.43% for the
three months  ended June 30, 1999,  to 4.86% for the three months ended June 30,
2000. A change in the deposit mix of the Bank, from  certificates of deposits to
money market  accounts has resulted in a 14 basis point  decrease in the average
cost of deposits, while the average cost of other borrowings increased 113 basis
points. Interest expense increased by $363,000, or 9.43%, from $3.85 million for
the nine months ended June 30, 1999,  to $4.22 million for the nine months ended
June 30, 2000. The increase in interest expense is primarily a result of a $7.08
million increase in average interest bearing liabilities, along with an increase
in the average  cost of  interest  bearing  liabilities  from 4.53% for the nine
months ended June 30, 1999,  to 4.65% for the nine months ended June 30, 2000. A
change in the deposit mix of the Bank,  from  certificates  of deposits to money
market accounts has resulted in a 10 basis point decrease in the average cost of
deposits, while the average cost of other borrowings increased 64 basis points.


Provision for Loan Losses:

         There was a $2,000 provision for loan losses for the three months ended
June 30, 2000, compared to $14,000 for the three months ended June 30, 1999. The
Bank's  provision  for loan losses was $4,000 for the nine months ended June 30,
2000 compared to $19,000 for the nine months ended June 30, 1999. Adjustments to
the  Bank's  provision  for loan  losses  is a result  of  management's  ongoing
evaluation of the loan portfolio.


Non-Interest Income:

         Total  non-interest  income  increased  by $111,000,  or 133.19%,  from
$84,000 for the three  months  ended June 30,  1999,  to $195,000  for the three
months ended June 30, 2000.  The reduced  income for the three months ended June
30, 1999 was partially the result of the  establishment of an $83,000  provision
for loss on investment securities. The additional $27,000 increase was primarily
due to a $24,000 increase in fees and service charges, primarily deposit related
fees; and a $12,000 increase in commissions on the sales of non-deposit  related
products.  These  increases  were partially  offset by a $4,000  decrease in the
profit  on the  sale of  loans,  and a  $5,000  increase  in real  estate  owned
expenses.  Total  non-interest  income  increased by $223,000,  or 59.53%,  from
$375,000  for the nine months  ended June 30,  1999,  to  $598,000  for the nine
months  ended June 30, 2000.  The reduced  income for the nine months ended June
30, 1999 was partially the result of the  establishment of an $83,000  provision
for  loss  on  investment  securities.  The  additional  $140,000  increase  was
primarily  due to a $63,000  increase  in fees and  service  charges,  primarily
deposit related fees; a $13,000  increase in the commissions  earned on the sale
of credit life and disability  insurance;  a $22,000 increase in the commissions
earned on the sales of non-deposit  related products;  and a $48,000 increase in
the net gains on the sales of  foreclosed  real  estate.  These  increases  were
partially offset by a $6,000 decrease in other noninterest income.


Non-Interest Expense:


     Total  non-interest  expense increased by $49,000,  or 7.03%, from $701,000
for the three months ended June 30, 1999, to $750,000 for the three months ended
June 30, 2000.  This increase was primarily  for the following  reasons:  (i) an
$9,000  increase in  compensation;  and, a $1,000 decrease due to an increase in
deferred loan fees as a result of more loans being originated;  partially offset
by a $5,000 decrease in employee benefits;  (ii) a $27,000 increase in occupancy
expense,  primarily  due to an  increase  in  insurance  expense  and  building,
software and equipment  maintenance;  (iii) a $15,000  increase in  advertising,
primarily for the promotion of our internet banking product;  and (iv) a $12,000
increase in other non-interest expenses,  primarily

                                      14
<PAGE>

due to postage expense and a decrease in income on the sale of foreign currency.
These  increases were partially  offset by an $8,000 decrease in federal deposit
insurance premiums.  Total non-interest expense increased by $196,000, or 9.23%,
from $2.13 million for the nine months ended June 30, 1999, to $2.32 million for
the nine  months  ended June 30,  2000.  This  increase  was  primarily  for the
following  reasons:  (i) a $32,000 increase in compensation;  a $18,000 increase
due to a  reduction  in  deferred  loan  fees as a result of fewer  loans  being
originated;and,  partially  offset by a $10,000  decrease in employee  benefits;
(ii) a $54,000  increase in occupancy  expense,  primarily due to an increase in
insurance  expense and  building,  software and equipment  maintenance;  (iii) a
$46,000  increase in  advertising,  primarily  for the promotion of our internet
banking  product;  and (iv) a $77,000 increase in other  non-interest  expenses,
primarily due to postage expense, professional services and a decrease in income
on the sale of foreign  currency.  These  increases were partially  offset by an
$17,000 decrease in federal deposit insurance premiums, and a $4,000 decrease in
data processing expenses.

Income Tax Expense:

         Income tax expense increased by $29,000,  or 26.47%,  from $109,000 for
the three  months  ended June 30,  1999,  to $138,000 for the three months ended
June 30, 2000. Income tax expense increased by $62,000, or 18.02%, from $347,000
for the nine months ended June 30,  1999,  to $409,000 for the nine months ended
June 30,  2000.  The  increases in income tax expense were due to an increase in
income  before  income tax  expense for each  period in  comparison  to the same
period in the prior year.


Asset and Liability Management:

         The Bank seeks to maximize its net interest margin within an acceptable
level of interest rate risk.  Interest rate risk can be defined as the change in
the Bank's net portfolio value resulting from favorable or unfavorable movements
in interest rates. Interest rate risk, or sensitivity,  arises when the maturity
or repricing characteristics of assets differ significantly from the maturity or
repricing characteristics of liabilities.

         In the banking  industry,  a traditional  measurement  of interest rate
sensitivity  is  known  as  "gap"   analysis,   which  measures  the  cumulative
differences between the amounts of assets and liabilities  maturing or repricing
at various time  intervals.  The following  table sets forth the Bank's interest
rate  repricing  gaps  for  selected  maturity  periods  at June  30,  2000  (in
thousands):

                                      15

<PAGE>
<TABLE>
<CAPTION>

                                                         Rate Sensitive Period
                                          -----------------------------------------------
                                          1-180      181-365      1-2     Over 2
                                           Days        Days      Years     Years    Total
                                          -----------------------------------------------

<S>                                        <C>       <C>          <C>      <C>      <C>
Earning assets:
  Loans
    Fixed-rate                             2,726     2,556        5,144    17,853   28,279
    Variable-rate                         22,829     6,075        1,147     8,254   38,305
  Securities
    Fixed-rate (1)                           588       915          799    11,922   14,224
    Variable-rate                         46,107       100        1,000       ---   47,207
                                          ------------------------------------------------
    Total earnings                        72,250     9,646        8,090    38,029  128,015
                                          ------------------------------------------------
Interest-bearing liabilities:
  Time deposits                           20,211    11,908       10,898    10,304   53,321
  NOW and money market deposits (2)        2,248     2,382          ---    21,813   26,443
  Savings deposits (2)                       552       551          ---     7,130    8,233
  Borrowings                              35,362        57          ---       ---   35,419
                                          ------------------------------------------------
     Total interest-bearing liabilities   58,373    14,898       10,898    39,247  123,416
                                          ------------------------------------------------
  Incremental asset (liability) gap       13,877    (5,252)      (2,808)   (1,218)   4,599
                                          ------------------------------------------------
  Cumulative asset (liability) gap        13,877     8,625        5,817     4,599    4,599
                                          ------------------------------------------------
</TABLE>


(1)  Maturity of mortgage-backed and asset-backed securities are
     presented based on the current estimated cash flows.
(2)  Historically the Bank's NOW accounts and savings deposits have
     been relatively insensitive to interest rate changes.  However,
     the Bank considers a portion of savings deposits to be rate
     sensitive based on historical growth trends and management's
     expectations.


     While the gap analysis provides an indication of interest rate sensitivity,
experience  has  shown  that it does not  fully  capture  the true  dynamics  of
interest  rate  changes.  Essentially,  the  analysis  presents  only  a  static
measurement of asset and liability volumes based on contractual  maturity,  cash
flow estimates or repricing opportunity.  It fails to reflect the differences in
the timing and degree of  repricing  of assets and  liabilities  due to interest
rate changes. In analyzing interest rate sensitivity, management considers these
differences and  incorporates  other  assumptions  and factors,  such as balance
sheet growth and prepayments, to better measure interest rate risk.

     A principal objective of the Bank's asset/liability management effort is to
balance  the  various  factors  that  generate   interest  rate  risk,   thereby
maintaining  the interest rate  sensitivity of the Bank within  acceptable  risk
levels.  To manage  interest  rate risk,  the Bank  assesses  its  current  risk
position  in light of  interest  rate  forecasts  and  develops  and  implements
specific  lending,  funding  and  investment  strategies.  The Bank may also use
derivative financial  instruments,  including interest rate swaps, caps, floors,
futures and options, to manage interest rate risk. To date such instruments have
not been utilized.


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,  advances  from  the  FHLB  of Des  Moines,  and  retail  repurchase
agreements.  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.

                                      16
<PAGE>

     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 nine  months  ended June 30,  2000,  the Bank's loan
originations  and  purchases  totaled  $23.84  million.  The  Company  purchased
investment securities and mortgage-backed and related securities during the nine
months  ended  June 30,  2000 of  $10.77  million.  Securities  held-to-maturity
decreased  to $33.75  million at June 30, 2000 from $33.81  million at September
30, 1999.

     The primary  financing  activity of the Bank is the  attraction of deposits
and secured borrowings.  During the nine months ended June 30, 2000, deposits at
the Bank decreased $158,000, or 0.18%, from $88.11 million at September 30, 1999
to $87.95 million at June 30, 2000.

     The Bank has utilized retail repurchase  agreements as a source of funding.
At June 30, 2000,  repurchase agreements totaled $8.55 million compared to $4.70
million at September 30, 1999.

     At June 30,  2000,  the FHLB  advances  are secured by the FHLB stock and a
blanket pledge of residential loans, and governmental  agency securities.  Under
the agreement,  the Bank must maintain eligible  collateral in amounts exceeding
125 percent of the outstanding  advances.  At June 30, 2000, the Bank had $26.87
million in advances  outstanding  with the FHLB  compared  to $24.96  million at
September 30, 1999.

     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  4.00%.  The Bank's average daily  liquidity ratio for the month ended
June 30, 2000 was 17.70%.

     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 June 30, 2000, cash and cash  equivalents  totaled $5.22 million  compared to
$4.54 million at September 30, 1999.

     The Bank  anticipates  that it will have sufficient funds available to meet
its current commitments. At June 30, 2000, the Bank had commitments to originate
or purchase loans of $236,000.  Certificates  of deposits which are scheduled to
mature in one year or less at June 30, 2000, totaled $32.12 million.  Management
believes that a significant portion of such deposits will remain with the Bank.

                                      17
<PAGE>


                  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.

         (a) Exhibits

             Exhibit 27 - Financial Data Schedule

         (b) Reports on Form 8-K

             None


<PAGE>


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: August 10, 2000                   /s/ William R. Belford
                                        ---------------------------------------
                                        William R. Belford, President and Chief
                                        Executive Officer (Duly Authorized
                                        Officer)

Date: August 10, 2000                   /s/ Dennis M. Vorgert
                                        ---------------------------------------
                                        Dennis M. Vorgert, Vice President
                                        (Principal Financial Officer)


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission