UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

Commission File Number: 001-15215

 

 

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 ý No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

 

 

 

SPECTRUM BANCORPORATION, INC.

INDEX TO FORM 10-Q FOR THE QUARTERLY

PERIOD ENDED DECEMBER 31, 2002

 

			PAGE
FORWARD-LOOKING STATEMENTS			3
PART I:  FINANCIAL INFORMATION
	ITEM 1:	FINANCIAL STATEMENTS
	Consolidated Balance Sheets at December 31, 2002 and June 30, 2002 (unaudited)		4
	Consolidated  Statements  of  Income  - Three  months ended December 31, 2002 and December 31, 2001(unaudited)		5
	Consolidated  Statements  of  Income  - Six  months ended December 31, 2002 and December 31, 2001(unaudited)		6
	Consolidated Statements of Cash Flows - Six months ended December 31, 2002 and December 31, 2001 (unaudited)		7
	Notes to Consolidated Financial Statements		8
	ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	10
	ITEM 3:	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
	ITEM 4:	DISCLOSURE CONTROLS AND PROCEDURES	15
PART II: OTHER INFORMATION
	ITEM 1:	LEGAL PROCEEDINGS	15
	ITEM 2:	CHANGES IN SECURITIES AND USE OF PROCEEDS	15
	ITEM 3:	DEFAULTS UPON SENIOR SECURITIES	15
	ITEM 4:	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15
	ITEM 5:	OTHER INFORMATION	15
	ITEM 6:	EXHIBITS AND REPORTS ON FORM 8-K	15
		SIGNATURES	16
		CERTIFICATION BY CHIEF EXECUTIVE OFFICER	17
		CERTIFICATION BY CHIEF FINANCIAL OFFICER	18

 

2

 

FORWARD-LOOKING STATEMENTS

 

This report includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can include words such as “may”, “believe”, “will”, “anticipated”, “estimated”,  “projected”, “could”, “should”, “plan” or similar expressions.  Forward-looking statements are based on management’s current expectations.  Factors that might cause future results to differ from management’s expectations include, but are not limited to: fluctuations in interest rates, inflation, the effect of regulatory or government legislative changes, expected cost savings and revenue growth not fully realized, the progress of strategic initiatives and whether realized within expected time frames, general economic conditions, adequacy of allowance for loan losses, costs or difficulties associated with restructuring initiatives, changes in accounting policies or guidelines, changes in the quality or composition of the Company’s loans and investment portfolios, technology changes and competitive pressures in the geographic and business areas where the Company conducts its operations.

 

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

 

3

 

PART I

FINANCIAL INFORMATION

 

ITEM 1:

FINANCIAL STATEMENTS

 

SPECTRUM BANCORPORATION, INC.

Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

 

		December 31, 2002			June 30, 2002
Assets
Cash and due from banks		$	70,158		$	52,927
Federal funds sold and other		46,140			16,351
Total cash and cash equivalents		116,298			69,278
Certificates of deposit		299			497
Securities available for sale		300,059			334,059
Securities held to maturity		110			0
Loans, net of allowance for loan losses of $21,393 and $20,344		1,547,789			1,475,856
Premises and equipment, net		42,059			41,803
Accrued interest receivable		15,002			15,089
Core deposit intangible and other, net		4,332			5,294
Goodwill, net		45,930			43,913
Mortgage servicing rights, net		11,423			15,131
Other assets		12,833			11,237
		$	2,096,134		$	2,012,157
Liabilities and Stockholders’ Equity
Liabilities:
Deposits
Non interest bearing		$	250,311		$	194,792
Interest bearing		1,444,235			1,441,175
Total deposits		1,694,546			1,635,967
Federal funds purchased and securities sold under agreements to repurchase		63,571			70,544
Notes payable		138,803			124,264
Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely subordinated debentures		58,000			48,000
Accrued interest and other liabilities		17,991			17,990
		1,972,911			1,896,765
Minority interest in subsidiaries		4,749			5,229
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; 100,000 shares of variable rate, noncumulative, nonvoting		11,700			11,700
Common stock, $1.00 par value, authorized 1,000,000 shares, issued and outstanding 125,132 and 125,132 shares, respectively		125			125
Additional paid in capital		2,058			2,058
Retained earnings		99,015			92,285
Accumulated other comprehensive income, net		5,576			3,995
Total stockholders’ equity		118,474			110,163
		$	2,096,134		$	2,012,157

 

See Notes to Consolidated Financial Statements.

 

4

 

SPECTRUM BANCORPORATION, INC.

Consolidated Statements of Income

For The Three Months Ended

(In thousands, except share and per share data)

(unaudited)

 

		December 31, 2002			December 31, 2001
Interest income on:
Loans		$	27,807		$	27,222
Taxable securities		3,103			3,626
Nontaxable securities		457			265
Dividends on securities		59			79
Federal funds sold and other		265			300
		31,691			31,492