10-Q 1 p07-1125_10q.htm NORTH CENTRAL BANCSHARES, INC. Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         
  September 30, 2007  
   
Commission File Number:  
 0-27672  
   
NORTH CENTRAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

   
Iowa
42-1449849
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
825 Central Avenue,   Fort Dodge, Iowa
50501
(Address of principal executive offices)
(Zip Code)
   

515-576-7531
(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 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  þ  No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨
     Accelerated filer  ¨
 Non-accelerated filer þ
     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
   Yes  ¨  No þ


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 October 31, 2007
Common Stock, $.01 par value
1,339,948
 

NORTH CENTRAL BANCSHARES, INC.

INDEX


   
   
Part I.  Financial Information
 
   
 
Item 1.  Consolidated Condensed
 
Financial Statements (Unaudited)
   
 
Consolidated Condensed Statements of
 
Financial Condition at September 30, 2007
 
and December 31, 2006
   
 
Consolidated Condensed Statements of
 
Income for the Three and Nine Months Ended
 
September 30, 2007 and 2006
   
 
Consolidated Condensed Statements of
 
Cash Flows for the Nine Months Ended
 
September 30, 2007 and 2006
   
 
Notes to Consolidated Condensed Financial
 
Statements
   
 
Item 2.  Management's Discussion and Analysis
 
of Financial Condition and Results of Operations
   
 
Item 3.  Quantitative and Qualitative Disclosures
 
About Market Risk
   
 
Item 4.  Controls and Procedures
   
Part II.
Other Information
   
 
Item 1.    Legal Proceedings
   
 
Item 1A. Risk Factors
   
 
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
   
 
Item 3.    Defaults Upon Senior Securities
   
 
Item 4.    Submission of Matters to a Vote of Security Holders
   
 
Item 5.    Other Information
   
 
Item 6.    Exhibits
   
 
Signatures


PART I.  FINANCIAL INFORMATION
ITEM 1.  CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

 
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
 

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
   
September 30,
   
December 31,
 
ASSETS
 
2007
   
2006
 
             
Cash and due from banks:
Interest-bearing
  $
7,905,710
    $
12,430,709
 
Noninterest-bearing
   
6,027,495
     
7,591,567
 
Securities available-for-sale
   
13,481,463
     
14,554,052
 
Federal Home Loan Bank stock, at cost
   
5,420,600
     
5,476,000
 
Loans receivable, net
   
460,618,623
     
449,043,259
 
Loans held for sale
   
865,055
     
583,700
 
Accrued interest receivable
   
2,384,775
     
2,262,273
 
Foreclosed real estate
   
569,108
     
468,117
 
Premises and equipment, net
   
12,544,502
     
12,633,711
 
Rental real estate
   
2,504,662
     
2,583,492
 
Title plant
   
671,704
     
671,704
 
Goodwill
   
4,946,960
     
4,946,960
 
Deferred taxes
   
1,102,802
     
1,027,680
 
Prepaid expenses and other assets
   
1,039,880
     
1,241,504
 
 
Total assets
  $
520,083,339
    $
515,514,728
 

LIABILITIES AND STOCKHOLDERS' EQUITY
 
LIABILITIES
 
           
Deposits
  $
369,219,944
    $
360,329,810
 
Borrowed funds
   
104,386,094
     
107,907,563
 
Advances from borrowers for taxes and insurance
   
999,270
     
2,050,991
 
Dividends payable
   
470,101
     
455,616
 
Accrued expenses and other liabilities
   
3,201,371
     
2,578,799
 
                 
   Total liabilities
   
478,276,780
     
473,322,779
 
                 
                 
COMMITMENTS AND CONTINGENCIES
               
                 
STOCKHOLDERS' EQUITY
               
Preferred stock ($.01 par value, authorized
    3,000,000 shares; none issued and outstanding)
   
-
     
-
 
Common stock ($.01 par value, authorized 15,500,000
          shares; at September 30, 2007 1,373,148 shares issued and
            1,339,948 shares outstanding; at December 31, 2006,
            1,380,653 shares issued and outstanding)
   
13,710
     
13,807
 
Additional paid-in capital
   
17,963,416
     
17,723,697
 
Retained earnings, substantially restricted
   
25,028,814
     
24,358,445
 
Accumulated other comprehensive gain
   
127,379
     
96,000
 
        Treasury stock, at cost
    (1,326,760 )    
-
 
Total stockholders' equity
   
41,806,559
     
42,191,949
 
                 
Total liabilities and stockholders' equity
  $
520,083,339
    $
515,514,728
 
   

See Notes to Consolidated Condensed Financial Statements
 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
 

CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
Interest income:
                       
Loans receivable
  $
7,653,605
    $
6,942,650
    $
22,331,328
    $
20,167,724
 
Securities and cash deposits
   
336,321
     
251,008
     
1,093,254
     
751,942
 
     
7,989,926
     
7,193,658
     
23,424,582
     
20,919,666
 
Interest expense:
                               
Deposits
   
3,350,783
     
2,678,721
     
9,570,749
     
7,266,614
 
Borrowed funds
   
1,365,003
     
1,297,092
     
3,979,349
     
3,823,614
 
     
4,715,786
     
3,975,813
     
13,550,098
     
11,090,228
 
 
Net interest income
   
3,274,140
     
3,217,845
     
9,874,484
     
9,829,438
 
 
Provision for loan losses
   
245,000
     
60,000
     
335,000
     
180,000
 
Net interest income after provision for
loan losses
   
3,029,140
     
3,157,845
     
9,539,484
     
9,649,438
 
 
Noninterest income:
                               
Fees and service charges
   
1,229,304
     
996,376
     
3,313,829
     
3,297,477
 
Abstract fees
   
245,922
     
282,816
     
750,179
     
966,349
 
Mortgage banking income
   
148,999
     
67,818
     
318,297
     
165,129
 
Other income
   
322,007
     
277,440
     
961,558
     
893,184
 
 
   Total noninterest income
   
1,946,232
     
1,624,450
     
5,343,863
     
5,322,139
 
                                 
Noninterest expense:
                               
Compensation and employee benefits
   
1,897,024
     
1,725,358
     
5,808,115
     
5,364,825
 
Premises and equipment
   
381,874
     
378,185
     
1,157,901
     
1,126,650
 
Data processing
   
199,728
     
177,527
     
547,975
     
503,219
 
Other expenses
   
1,028,901
     
948,737
     
2,966,955
     
2,829,768
 
 
   Total noninterest expense
   
3,507,527
     
3,229,807
     
10,480,946
     
9,824,462
 
                                 
Income before income taxes
   
1,467,845
     
1,552,488
     
4,402,401
     
5,147,115
 
                                 
Provision for income taxes
   
454,800
     
446,400
     
1,319,600
     
1,543,400
 
                                 
Net income
  $
1,013,045
    $
1,106,088
    $
3,082,801
    $
3,603,715
 
                                 
Basic earnings per common share
  $
0.75
    $
0.78
    $
2.27
    $
2.50
 
                                 
Diluted earnings per common share
  $
0.75
    $
0.77
    $
2.24
    $
2.47
 
                                 
Dividends declared per common share
  $
0.35
    $
0.33
    $
1.05
    $
0.99
 
                                 
Comprehensive income
  $
1,031,401
    $
1,415,765
    $
3,114,180
    $
3,852,456
 
                                 


See Notes to Consolidated Condensed Financial Statements.
 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
   
Nine Months Ended
September 30,
 
   
2007
   
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $
3,082,801
    $
3,603,715
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
   
335,000
     
180,000
 
Depreciation
   
610,176
     
567,114
 
Amortization and accretion
   
168,195
     
365,131
 
Deferred taxes
    (93,869 )     (191,658 )
Effect of contribution to employee stock ownership plan
   
-
     
59,958
 
Stock-based compensation
   
73,143
     
100,444
 
Net tax benefit related to stock-based compensation
    (96,249 )     (180,261 )
Gain on sale of foreclosed real estate and loans, net
    (325,810 )     (191,688 )
Write-down of other real estate owned
   
31,000
     
82,035
 
Loss on sale or disposal of equipment and other assets, net
   
2,836
     
50,836
 
Proceeds from sales of loans held-for-sale
   
24,592,494
     
13,024,808
 
Originations of loans held-for-sale
    (24,555,552 )     (12,848,240 )
Change in assets and liabilities:
               
    Accrued interest receivable
    (122,502 )     (71,426 )
    Prepaid expenses and other assets
   
183,367
     
7,864
 
     Accrued expenses and other liabilities
   
537,078
     
580,918
 
      Net cash provided by operating activities
   
4,422,108
     
5,139,550
 
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Net change in loans
   
23,149,028
     
6,192,644
 
Purchase of loans
    (35,574,614 )     (35,382,799 )
Purchase of securities available-for-sale
   
-
      (1,494,666 )
Proceeds from maturities and calls of securities available-for-sale
   
1,117,337
     
1,895,217
 
Proceeds from redemption of Federal Home Loan Bank stock
   
636,700
     
860,900
 
Purchase of Federal Home Loan Bank stock
    (581,300 )     (1,366,500 )
Purchase of premises, equipment and rental real estate
    (445,278 )     (2,303,203 )
Net proceeds from sale of foreclosed real estate
   
227,927
     
458,169
 
      Other
   
305
     
249,997
 
                Net cash (used in) investing activities
    (11,469,895 )     (30,890,241 )
                 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in deposits
   
8,890,134
     
23,910,966
 
Net decrease in advances from borrowers for taxes and insurance
    (1,051,721 )     (824,787 )
       Net change in short-term borrowings
   
-
     
2,100,000
 
      Proceeds from other borrowed funds
   
17,000,000
     
24,500,000
 
Payments of other borrowed funds
    (20,521,469 )     (19,529,159 )
Purchase of common stock for retirement
    (2,377,500 )     (4,494,705 )
Proceeds from issuance of common stock
   
333,230
     
442,164
 
Net tax benefit related to stock-based compensation
   
96,249
     
180,261
 
Dividends paid
    (1,410,207 )     (1,382,542 )
      Net cash provided by financing activities
   
958,716
     
24,902,198
 
Net decrease in cash
    (6,089,071 )     (848,493 )
                 
CASH AND DUE FROM BANKS
               
Beginning
   
20,022,276
     
8,639,672
 
Ending
  $
13,933,205
    $
7,791,179
 
                 


CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS-Continued
(Unaudited)
       
   
Nine Months Ended
September 30,
 
   
2007
   
2006
 
             
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
           
Cash payments for:
           
Interest paid to depositors
  $
9,267,126
    $
6,867,872
 
Interest paid on borrowings
   
3,979,349
     
3,823,656
 
Income taxes
   
1,166,198
     
1,541,827
 
                 
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING,
   INVESTING AND FINANCING ACTIVITIES
               
Transfers from loans to other real estate owned
  $
352,405
    $
905,342
 
Cumulative effect of adoption of FIN 48
   
200,000
     
-
 
                 
See Notes to Consolidated Condensed Financial Statements.
               
                 
 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.           SIGNIFICANT ACCOUNTING POLICIES

The consolidated condensed financial statements for the three and nine month periods ended September 30, 2007 and 2006 are unaudited.  In the opinion of the management of North Central Bancshares, Inc. (the “Company”), these financial statements reflect all adjustments, consisting only of normal recurring accruals, necessary to present fairly these consolidated financial statements.  The results of operations for the interim periods are not necessarily indicative of results that may be expected for an entire year.  Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the requirements for interim financial statements.  The financial statements and notes thereto should be read in conjunction with the Company's 2006 Annual Report on Form 10-K.

The consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries.  All significant intercompany balances and transactions have been eliminated in consolidation.

2.           EARNINGS PER SHARE

The earnings per share amounts were computed using the weighted-average number of shares outstanding during the periods presented.  In accordance with Statement of Position No. 93-6, Employers' Accounting for Employee Stock Ownership Plans, issued by the American Institute of Certified Public Accountants, shares owned by First Federal Savings Bank of Iowa’s Employee Stock Ownership Plan that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share.  For the three-month period ended September 30, 2007, the weighted-average number of shares outstanding for basic and diluted earnings per share computation were 1,343,441 and 1,357,655, respectively.  For the nine-month period ended September 30, 2007, the weighted-average number of shares outstanding for basic and diluted earnings per share computation were 1,358,909 and 1,373,451, respectively.  For the three-month period ended September 30, 2006, the weighted average number of shares outstanding for the basic and diluted earnings per share computation were 1,420,875 and 1,437,785, respectively.  For the nine-month period ended September 30, 2006, the weighted average number of shares outstanding for the basic and diluted earnings per share computations were 1,441,677 and 1,461,606, respectively.


3.           DIVIDENDS

On August 24, 2007, the Company declared a cash dividend on its common stock, payable on October 5, 2007 to stockholders of record as of September 14, 2007, equal to $0.35 per share.

4.           GOODWILL

As of January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets that eliminated the amortization and required a goodwill impairment test.  The Company completed the goodwill impairment test during the year ended December 31, 2006 and has determined that there has been no impairment of goodwill.

As of September 30, 2007 and December 31, 2006, the Company had goodwill of $4,946,960.  There was no goodwill impairment loss or amortization related to goodwill during the three months ended September 30, 2007 or September 30, 2006.

5.           OPERATING SEGMENTS

An operating segment is generally defined as a component of a business for which discrete financial information is available and whose results are reviewed by the chief operating decision-maker.  The Company has determined that it has two reportable segments:  a traditional banking segment and a nonbank segment.  The traditional banking segment consists of the Company’s banking subsidiary, First Federal Savings Bank of Iowa (the “Bank”), and the holding company.  First Federal Savings Bank of Iowa operates as a federal savings bank providing deposit, loan and other related products to individuals and small businesses, primarily in the communities where their offices are located.  The remaining grouping under the caption “All Others” consists of the operations of the subsidiaries under the Bank, which includes real estate abstracting services, insurance and investment services, and ownership of low-income housing tax credit apartment complexes.

Transactions between affiliates, the resulting revenues of which are shown in the inter-segment revenue category, are conducted at market prices, meaning prices that would be paid if the companies were not affiliates.
 
      
Three Months Ended September 30, 2007
      
Nine Months Ended September 30, 2007
 
   
Traditional
               
Traditional
             
   
Banking
   
All Others
   
Total
   
 Banking
   
All Others
   
Total
 
                                     
Interest income
  $
7,989,926
    $
-
    $
7,989,926
    $
23,424,582
    $
-
    $
23,424,582
 
Interest expense
   
4,715,786
     
-
     
4,715,786
     
13,550,098
     
-
     
13,550,098
 
Net interest income
   
3,274,140
     
-
     
3,274,140
     
9,874,484
     
-
     
9,874,484
 
Provision for loan losses
   
245,000
     
-
     
245,000
     
335,000
     
-
     
335,000
 
Net interest income after
provision for loan losses
   
3,029,140
     
-
     
3,029,140
     
9,539,484
     
-
     
9,539,484
 
Noninterest income
   
1,430,988
     
515,244
     
1,946,232
     
3,779,124
     
1,564,739
     
5,343,863
 
Noninterest expense
   
3,211,498
     
296,029
     
3,507,527
     
9,555,056
     
925,890
     
10,480,946
 
Income before income taxes
   
1,248,630
     
219,215
     
1,467,845
     
3,763,552
     
638,849
     
4,402,401
 
Provision for income taxes
   
443,000
     
11,800
     
454,800
     
1,288,900
     
30,700
     
1,319,600
 
Net income
  $
805,630
    $
207,415
    $
1,013,045
    $
2,474,652
    $
608,149
    $
3,082,801
 
Inter-segment revenue (expense)
  $
225,782
    $ (225,782 )   $
-
    $
684,210
    $ (684,210 )   $
-
 
Total assets
  $
516,518,893
    $
3,564,446
    $
520,083,339
    $
516,518,893
    $
3,564,446
    $
520,083,339
 
Total deposits
  $
369,219,944
    $
-
    $
369,219,944
    $
369,219,944
    $
-
    $
369,219,944
 
 
 

      
Three Months Ended September 30, 2006
      
Nine Months Ended September 30, 2006
 
   
Traditional
                Traditional              
   
Banking
   
All Others
   
Total
    Banking    
All Others
   
Total
 
                                     
Interest income
  $
7,193,658
    $
-
    $
7,193,658
    $
20,919,666
    $
-
    $
20,919,666
 
Interest expense
   
3,975,808
     
5
     
3,975,813
     
11,090,182
     
46
     
11,090,228
 
Net interest income (loss)
   
3,217,850
      (5 )    
3,217,845
     
9,829,484
      (46 )    
9,829,438
 
Provision for loan losses
   
60,000
     
-
     
60,000
     
180,000
     
-
     
180,000
 
Net interest income (loss)
after provision for loan
losses
   
3,157,850
      (5 )    
3,157,845
     
9,649,484
      (46 )    
9,649,438
 
Noninterest income
   
1,103,985
     
520,465
     
1,624,450
     
3,602,753
     
1,719,386
     
5,322,139
 
Noninterest expense
   
2,901,715
     
328,092
     
3,229,807
     
8,727,405
     
1,097,057
     
9,824,462
 
Income before income taxes
   
1,360,120
     
192,368
     
1,552,488
     
4,524,832
     
622,283
     
5,147,115
 
Provision for income taxes
   
431,900
     
14,500
     
446,400
     
1,503,700
     
39,700
     
1,543,400
 
Net income
  $
928,220
    $
177,868
    $
1,106,088
    $
3,021,132
    $
582,583
    $
3,603,715
 
Inter-segment revenue (expense)
  $
215,883
    $ (215,883 )   $
-
    $
742,189
    $ (742,189 )   $
-
 
Total assets
  $
510,803,608
    $
3,703,231
    $
514,506,839
    $
510,803,608
    $
3,703,231
    $
514,506,839
 
Total deposits
  $
358,248,549
    $
-
    $
358,248,549
    $
358,248,549
    $
-
    $
358,248,549
 

6.           RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which permits, but does not require, fair value accounting for any hybrid financial instrument that contains an embedded derivative that would otherwise require bifurcation in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.  The statement also subjects beneficial interests in securitized financial assets to the requirements of SFAS No. 133.  For the Company, this statement is effective for all financial instruments acquired, issued, or subject to remeasurement after the beginning of its fiscal year that begins after September 15, 2006, with earlier adoption permitted.  The Company adopted SAFS No. 155 during the first quarter of 2007 with no material effects on its financial position, results of operation and cash flows.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140.  The statement amends SFAS No. 140 by (1) requiring the separate accounting for servicing assets and servicing liabilities, which arise from the sale of financial assets; (2) requiring all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; and (3) permitting an entity to choose between an amortization method or a fair value method for subsequent measurement for each class of separately recognized servicing assets and servicing liabilities.  This statement is effective for fiscal years beginning after September 15, 2006, with earlier adoption permitted.  The Company adopted SAFS No. 156 during the first quarter of 2007 with no material effects on its financial position, results of operation and cash flows.

In June 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes.  This interpretation applies to all tax positions accounted for in accordance with SFAS No. 109, Accounting for Income Taxes.  FIN 48 clarifies the application of SFAS No. 109 by defining the criteria that an individual tax position must meet in order for the position to be recognized within the financial statements and provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for tax positions.  This interpretation is effective for fiscal years beginning after December 15, 2006, with earlier adoption permitted.  The Company adopted the provisions of FIN 48, effective as of January 1, 2007.  (See Note 7.)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  This statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts.  This Statement does not require any new fair value measurements, but rather, it provides enhanced guidance to other pronouncements that require or permit assets or liabilities to be measured at fair value.  This statement is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted.  The Company is currently evaluating the impact that the adoption of this interpretation will have on its financial position, results of operation and cash flows.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R).  SFAS No. 158 requires a company that sponsors a postretirement benefit plan (other than a multi-employer plan) to fully recognize, as an asset or liability, the over- or underfunded status of its benefit plan in its balance sheet.  The funded status is measured as the difference between the fair value of the plan’s assets and its benefit obligation (projected benefit obligation for pension plans and accumulated postretirement benefit obligation for other postretirement benefit plans).  Currently, the funded status of such plans are reported in the notes to the financial statements.  This provision is effective for public companies for fiscal years ending after December 15, 2006.  In addition, SFAS No. 158 also requires a company to measure its plan assets and benefit obligations as of its year-end balance sheet date.  Currently, a company is permitted to choose a measurement date up to three months prior to its year-end to measure the plan assets and obligations.  This provision is effective for all companies for fiscal years ending after December 15, 2008.  Since the Company participates in a multi-employer pension plan, it expects that the adoption of SFAS No. 158 will not have a material impact on its financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115, which provides all entities, including not-for-profit organizations, with an option to report selected financial assets and liabilities at fair value.  The objective of the Statement is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply the complex provisions of hedge accounting.  Certain specified items are eligible for the irrevocable fair value measurement option as established by SFAS No. 159.  SFAS No. 159 is effective as of the beginning of an entity's first fiscal year beginning after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007 provided the entity also elects to apply the provisions of SFAS No. 157, Fair Value Measurements.  The Company is currently evaluating the impact that the adoption of this Statement will have on its financial position, results of operation and cash flows.

7.           INCOME TAXES

The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, effective as of January 1, 2007.  As a result of the implementation of FIN 48, the Company recognized an increase of $200,000 in income tax liability for uncertain income tax expense.  This increase was accounted for as an adjustment reducing the beginning balance of retained earnings on the Statement of Financial Condition by $200,000; $170,000 in taxes and $30,000 in interest. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.  There was no adjustment to these amounts during the three and nine months ended September 30, 2007.

The tax years 2004-2006 remain open to examination by the major taxing jurisdictions to which we are subject.

8.           RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified, with no effect on net income or stockholders’ equity, to be consistent with the current period classification.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q contains forward-looking statements consisting of estimates with respect to the consolidated financial condition, results of operations and business of the Company and its subsidiaries, including the Bank, that are subject to various factors which could cause actual results to differ materially from these estimates.  These factors include changes in general, economic, market, legislative and regulatory conditions, and the development of an interest rate environment that adversely affects the interest rate spread or other income anticipated from the Company's operations and investments.  The Company's actual results may differ from the results discussed in the forward-looking statements.  The Company disclaims any obligation to publicly announce future events or developments that may affect the forward-looking financial statements contained herein.

Executive Overview
 
The Company’s business strategy is to operate the Bank as a well-capitalized, profitable and independent community-oriented savings bank.  Specifically, the Company’s business strategy incorporates the following elements:  (1) increasing loan and deposit balances in existing branch offices including the newly established de novo branch offices located in the Des Moines, Iowa metropolitan area where population growth trends are positive; (2) maintaining high asset quality by emphasizing investment in residential mortgage, multifamily and commercial real estate loans and consumer loans; (3) emphasizing growth in core deposits, which includes demand deposit, NOW, money market and savings accounts; (4) maintaining capital in excess of regulatory requirements; (5) controlling noninterest expense; (6) managing interest rate risk exposure; and (7)  increasing noninterest income through increases in fees, service charges and sales of noninsured products.

The purpose of this summary is to provide an overview of the items that management focuses on when evaluating the condition of the Company and our success in implementing our stockholder value strategy. Our stockholder value strategy has three major themes: (1) enhancing our shareholders’ value; (2) making our banking franchise more valuable; and (3) efficiently utilizing our capital.

Management believes the following points were the most important to that analysis this quarter:

 
The Company has effectively managed its capital since the Company’s inception in 1996.  Annual dividends per share have increased from $0.25 per share in 1997 to $1.32 per share in 2006.  In 2007, the Company increased its quarterly dividend 6.1%, to $0.35 per share.  An active stock repurchase program has also been consistently used by the Company to manage capital and increase earnings per share.  The Company repurchased 15,200 and 59,500 shares during the three and nine months ended September 30, 2007.  As of September 30, 2007, the Company has repurchased 2,996,304 shares at a cost of $62.4 million, since its inception.

 
In recent years the Bank has opened new offices in the Des Moines metropolitan area, where population growth trends are positive.  In August 2006, the Bank opened a new branch office in West Des Moines, Iowa near Jordan Town Center Mall.  We believe that this strategy will result in long-term loan and deposit growth for the Company, but will negatively impact short-term earnings until each de novo branch achieves profitability.

 
 
Consistent with the Bank’s emphasis on attracting and retaining core deposits, growth in deposit fees, including overdraft fees, continued a strong positive trend.

 
The Company continues to be liability sensitive. The growth of interest-bearing liabilities primarily reflects the growth of higher cost certificates of deposit, including brokered certificates of deposit.  Also contributing to the liability sensitivity of the Company is the continuing shift of lower cost non-maturing deposits into higher cost short-term certificates of deposit.

 
The Company began utilizing brokered certificates of deposits in 2005 as an alternative funding source.  At September 30, 2007, the Company had brokered certificates of deposit of $30.4 million, compared to $29.8 million at September 30, 2006.

 
Management believes that the allowance for loan losses is adequate.  The allowance for loan losses to nonaccrual loans was 155% at September 30, 2007.  Net annualized chargeoffs as of September 30, 2007 were 0.03% of total loans and have averaged 0.04% of total loans for the past five years.  During the nine months ended September 30, 2007, the Company’s net loan portfolio increased $11.6 million, or 2.6%.  The increase was due to increases in commercial real estate and consumer loans, offset in part by decreases in multifamily and one-to four-family real estate loans.  The Company’s provision for loan losses for the three and nine months ended September 30, 2007 was $245,000 and $335,000 respectively.

 
Purchases of out-of-state real estate loans remain an integral part of the Company’s business plan.  The Company has continued to purchase out-of-state real estate loans to supplement local mortgage loan originations and to diversify its mortgage loan portfolio geographically.

FINANCIAL CONDITION

Total assets increased $4.6 million, or 0.9%, to $520.1 million at September 30, 2007, from $515.5 million at December 31, 2006.  The increase in assets was primarily due to an increase in net loans receivable, offset in part by a decrease in cash and cash equivalents.

Net loans receivable increased by $11.6 million, or 2.6%, to $460.6 million at September 30, 2007, from $449.0 million at December 31, 2006, primarily due to the origination of $56.2 million of first mortgage loans primarily secured by one-to four-family residences and commercial real estate; the purchase of $35.6 million of first mortgage loans secured by commercial real estate, multifamily, and one-to four-family residences; and the origination of $24.5 million of second mortgage loans during the nine months ended September 30, 2007.  These purchases and originations were offset in part by payments and prepayments of $89.1 million and loan sales of $24.3 million during the nine months ended September 30, 2007.  The Company sells substantially all fixed-rate residential loans originated with maturities of 15 years or more in the secondary mortgage market in order to reduce interest rate risk.

Deposits increased $8.9 million, or 2.5%, to $369.2 million at September 30, 2007, from $360.3 million at December 31, 2006, primarily reflecting increases in certificates of deposit.  Borrowings, primarily Federal Home Loan Bank (the “FHLB”) advances, decreased $3.5 million, or 3.3%, to $104.4 million at September 30, 2007, from $107.9 million at December 31, 2006. This decrease is due to the normal repayment of borrowings due to calls or maturities.

Total stockholders' equity decreased $385,000, or 0.9%, to $41.8 million at September 30, 2007, from $42.2 million at December 31, 2006, primarily due to stock repurchases ($2,378,000), declared dividends ($1,425,000), and the Company’s adoption of FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes ($200,000), offset in part by earnings ($3,083,000), the exercise of stock options, FAS No. 123R option expense, and restricted stock amortization ($504,000), and an increase in the unrealized gain on securities available-for-sale ($31,000).  During the nine months ended September 30, 2007, the Company repurchased 59,500 shares of common stock, or approximately 4.3% of its outstanding shares of common stock, at prevailing market prices averaging $39.96 per share.

The Office of Thrift Supervision (the "OTS") requires that the Bank meet minimum tangible, leverage (core) and risk-based capital requirements.  As of September 30, 2007, the Bank exceeded all of its regulatory capital requirements.  The Bank's required, actual and excess capital levels as of September 30, 2007 were as follows:

   
Amount
   
Percentage of Assets
 
   
(Dollars in thousands)
 
Tangible capital:
           
Capital level
  $
36,174
      7.01 %
Less Requirement
   
7,743
      1.50 %
Excess
  $
28,431
      5.51 %
                 
Core capital:
               
Capital level
  $
36,174
      7.01 %
Less Requirement
   
20,647
      4.00 %
Excess
  $
15,527
      3.01 %
                 
Risk-based capital:
               
Capital level
  $
40,070
      10.67 %
Less Requirement
   
30,054
      8.00 %
Excess
  $
10,016
      2.67 %
 
LIQUIDITY AND CAPITAL RESOURCES
 

The Company's primary sources of funds are cash provided by operating activities (including net income), certain financing activities (including increases in deposits and proceeds from borrowings) and certain investing activities (including principal payments on loans and maturities, calls and proceeds from the sale of securities).  During the first nine months of 2007 and 2006, principal payments, prepayments, and proceeds from the sale of loans totaled $113.6 million and $98.0, respectively.  The net increase in deposits during the first nine months of 2007 and 2006 totaled $8.9 million and $23.9 million, respectively.  The proceeds from borrowed funds during the nine months ended September 30, 2007 and 2006 totaled $17.0 and $24.5 million, respectively.  During the first nine months of 2007 and 2006, the proceeds from the maturities, calls and sales of securities totaled $1.8 and $2.8 million, respectively.  Cash provided from operating activities during the first nine months of 2007 and 2006 totaled $4.4 million and $5.1 million, respectively.  The Company's primary use of funds is to originate and purchase loans, purchase securities available-for-sale, repay borrowed funds and other financing activities.  During the first nine months of 2007 and 2006, the Company's gross purchases and origination of loans totaled $128.0 million and $122.8 million, respectively.  The purchase of securities available-for-sale for the nine months ended September 30, 2007 and 2006 totaled $581,000 and $2.9 million, respectively. The repayment of borrowed funds during the first nine months of 2007 and 2006 totaled $20.5 million and $19.5 million, respectively.  For additional information about cash flows from the Company's operating, financing and investing activities, see the Consolidated Condensed Statements of Cash Flows in the Company’s financial statements included as Item 1 of this report.

OTS regulations require the Company to maintain sufficient liquidity to ensure its safe and sound operation.

The Company has a line of credit agreement in the amount of $3.0 million with an unaffiliated bank.  As of September 30, 2007, there were no borrowings outstanding on this line of credit.  The Company may use this line of credit to fund stock repurchases in the future and for general corporate purposes.

On July 6, 2007, the Company paid a quarterly cash dividend of $0.35 per share on common stock outstanding as of the close of business on June 15, 2007, aggregating $477,000.  On August 24, 2007, the Company declared a quarterly cash dividend of $0.35 per share payable on October 5, 2007 to shareholders of record as of the close of business on September 14, 2007, aggregating $470,000.

RESULTS OF OPERATIONS

Net Income.  Net income decreased by $93,000 to $1.01 million for the quarter ended September 30, 2007, compared to $1.11 million for the quarter ended September 30, 2006.  Net income is an aggregate of net interest income, noninterest income, noninterest expense and income tax expense.  The decrease in net income was primarily due to increases in provision for loan losses.

Net income decreased by $521,000 to $3.08 million for the nine months ended September 30, 2007, compared to $3.60 million for the nine months ended September 30, 2006.  The decrease in net income was primarily due to increases in provision for loan losses and noninterest expense.

Net Interest Income.  Net interest income before provision for loan losses increased by $56,000 to $3.27 million for the quarter ended September 30, 2007, from $3.22 million for the quarter ended September 30, 2006.  The increase is due to an increase in the average balance of interest-earning assets and an increase in the yield on interest-earning assets, offset in part by an increase in the average balance of interest-bearing liabilities and an increase in the average cost of funds.  The interest rate spread (i.e., the difference in the average yield on assets and average cost of liabilities) decreased to 2.37% for the quarter ended September 30, 2007, from 2.52% for the quarter ended September 30, 2006.  The decrease in interest rate spread reflects the increase in the overall cost of interest-bearing liabilities, offset in part by an increase in the yield on interest-earning assets.  The increase in the cost of interest-bearing liabilities primarily reflects the repricing of interest-bearing liabilities at higher current market interest rates and the growth of interest-bearing liabilities in higher cost certificates of deposit.  Also contributing to the increase of the cost of funds is the continuing shift of lower cost non-maturing deposits into higher cost short-term certificates of deposit.

Net interest income before provision for loan losses increased by $45,000 to $9.87 million for the nine months ended September 30, 2007, from $9.83 million for the nine months ended September 30, 2006.  The increase is due to an increase in the average balance of interest-earning assets and an increase in the yield on interest-earning assets, offset in part by an increase in the average balance of interest-bearing liabilities and an increase in the average cost of funds. The interest rate spread (i.e., the difference in the average yield on assets and average cost of liabilities) decreased to 2.41% for the nine months ended September 30, 2007, from 2.58% for the nine months ended September 30, 2006.  The decrease in interest rate spread primarily reflects the increase in the overall cost of interest-bearing liabilities, offset in part by an increase in the yield on interest-earning assets.  The increase in the cost of interest-bearing liabilities primarily reflects the repricing of interest-bearing liabilities at higher current market interest rates and the growth of interest-bearing liabilities in higher cost certificates of deposit and borrowed funds.  Also contributing to the increase of the cost of funds is the shift of lower cost non-maturing deposits into higher cost short-term certificates of deposit.

Interest Income.  Interest income increased by $796,000 to $7.99 million for the quarter ended September 30, 2007, compared to $7.19 million for the quarter ended September 30, 2006.  The increase in interest income was due to an increase in the average balance of interest-earning assets and an increase in the yield on interest-earning assets.  The average balance of interest-earning assets increased $26.7 million to $497.3 million for the quarter ended September 30, 2007, from $470.6 million for the quarter ended September 30, 2006.  The average yield on interest-earning assets increased to 6.40% for the quarter ended September 30, 2007, from 6.11% for the quarter ended September 30, 2006, primarily due to an increase in a higher yielding commercial loan portfolio as well as an increase in market interest rates on consumer loans and adjustable rate mortgage loans.  The increase in the average balance of interest-earning assets primarily reflects increases in the average balances of interest-bearing cash, first mortgage loans and consumer loans, offset in part by a decrease in securities available-for-sale.  The increase in interest-bearing cash was due to large commercial loan payoffs in December 2006.  The increase in the average balance of first mortgage loans was derived from the origination and purchase of first mortgage loans secured by one-to four-family real estate, commercial real estate, and multifamily residences, which originations and purchases were offset in part by payments, prepayments, and sales of loans during the twelve months ended September 30, 2007.  This reflects the Company's continued emphasis on real estate lending.  The decrease in the average balance of securities available-for-sale was derived from payments and calls of securities during the twelve months ended September 30, 2007.


Interest income increased by $2.50 million to $23.42 million for the nine months ended September 30, 2007, compared to $20.92 million for the nine months ended September 30, 2006.  The increase in interest income is due to an increase in the average balance of interest-earning assets and an increase in the average yield on interest-earning assets.  The average balance of interest-earning assets increased $26.1 million to $491.0 million for the nine months ended September 30, 2007, from $464.9 million for 2006.  The average yield on interest-earning assets increased to 6.36% for the nine months ended September 30, 2007, from 6.00% for the nine months ended September 30, 2006, primarily due to the repricing of interest-earning assets at generally higher current market interest rates.  The increase in the average balance of interest-earning assets primarily reflects increases in the average balances of interest-bearing cash, first mortgage loans and consumer loans, offset in part by a decrease in securities available-for-sale.  The increase in the average balance of first mortgage loans was primarily derived from originations of first mortgage loans secured by one-to four-family residences and commercial real estate, purchases of first mortgage loans secured primarily by commercial real estate and multifamily residences, which originations and purchases were offset in part by payments, prepayments and sales of loans during the twelve months ended September 30, 2007.  This reflects the Company's continued emphasis on residential lending.  The decrease in the average balance of securities available-for-sale was derived from payments and calls of securities during the twelve months ended September 30, 2007.

Interest Expense.  Interest expense increased by $740,000 to $4.72 million for the quarter ended September 30, 2007, compared to $3.98 million for the quarter ended September 30, 2006.  The increase in interest expense was due to an increase in the average balance of interest-bearing liabilities and an increase in the average cost of funds.  The average balance of interest-bearing liabilities increased $23.9 million to $463.7 million for the quarter ended September 30, 2007, from $439.8 million for the quarter ended September 30, 2006.  The increase in the average balance of interest-bearing liabilities primarily reflects an increase in the average balance of certificates of deposit and borrowed funds, offset in part by decreases in NOW, money market, and savings account balances.  The increase in the average balance of certificates of deposit was primarily due to management’s decision on offering very competitive rates on certificate of deposits and an increase in the average balance of brokered certificates of deposit, which increased $12.1 million to $30.4 million for the quarter September 30, 2007, from $18.3 million for the quarter ended September 30, 2006.  The average cost of funds increased to 4.03% for the quarter ended September 30, 2007, from 3.59% for the quarter ended September 30, 2006, due to an increase in the current market interest rates, a shift of core deposits into higher cost certificates of deposits, and an increase in the average balance of certificates of deposit.

Interest expense increased by $2.46 million to $13.55 million for the nine months ended September 30, 2007, compared to $11.09 million for the nine months ended September 30, 2006.  The increase in interest expense was due to an increase in the average balance of interest-bearing liabilities and an increase in the average cost of funds.  The average balance of interest-bearing liabilities increased $25.0 million to $458.6 million for the nine months ended September 30, 2007, from $433.6 million for the nine months ended September 30, 2006.  The increase in the average balance of interest-bearing liabilities primarily reflects an increase in the average balance of certificates of deposit, offset in part by decreases in NOW, money market and savings balances and borrowed funds.  The increase in average interest-bearing liabilities was due to management’s decision on offering very competitive rates on certificate of deposits and in part to the Company’s utilization of brokered certificates of deposit, which the average balance increased $19.3 million to $30.4 million for the nine months ended September 30, 2007 from $11.1 million for the nine months ended September 30, 2006.  The average cost of funds increased to 3.95% for the nine months ended September 30, 2007, from 3.42% for the nine months ended September 30, 2006, due to an increase in the current market rates and a shift of core deposits into higher cost certificates of deposit.


The following table sets forth certain information relating to the Company's average balance sheets and reflects the average yield on assets and average cost of liabilities for the three months and nine months ended September 30, 2007 and 2006, respectively.

    
For the Three Months Ended September 30,
 
   
2007
   
2006
 
   
Average
Balance
   
Interest
   
Average
Yield/Cost
   
Average
Balance
   
Interest
   
Average
Yield/Cost
 
   
(Dollars in thousands)
 
Assets:
                                   
Interest-earning assets:
                                   
  Loans
  $
469,649
    $
7,653
      6.49 %   $
448,778
    $
6,943
      6.19 %
  Securities available-for-sale
   
18,942
     
232
     
4.90
     
21,117
     
243
     
4.59
 
  Interest-bearing cash
   
8,663
     
105
     
4.77
     
722
     
8
     
4.65
 
    Total interest-earning assets
   
497,254
    $
7,990
      6.40 %    
470,617
     
7,194
      6.11 %
Noninterest-earning assets
   
29,157
                     
30,398
                 
    Total assets
  $
526,411
                    $
501,015
                 
                                                 
Liabilities and Equity:
                                               
Interest-bearing liabilities:
                                               
  NOW and money market savings
  $
82,858
    $
287
      1.37 %   $
83,511
    $
272
      1.29 %
  Passbook savings
   
25,869
     
35
     
0.54
     
25,939
     
22
     
0.33
 
  Certificates of deposit
   
246,353
     
3,031
     
4.88
     
222,298
     
2,385
     
4.26
 
  Borrowed funds
   
108,639
     
1,363
     
4.98
     
108,015
     
1,297
     
4.76
 
Total interest-bearing liabilities
   
463,719
    $
4,716
      4.03 %    
439,763
    $
3,976
      3.59 %
Noninterest-bearing liabilities
   
20,829
                     
18,605
                 
    Total liabilities
   
484,548
                     
458,368
                 
Equity
   
41,863
                     
42,647
                 
    Total liabilities and equity
  $
526,411
                    $
501,015
                 
                                                 
Net interest income
          $
3,274
                    $
3,218
         
Net interest rate spread
                    2.37 %                     2.52 %
Net interest margin
                    2.64 %                     2.74 %
Ratio of average interest-earning assets   
                to average interest-bearing liabilities
                    107.23 %                     107.02 %

   
For the Nine Months Ended September 30,
 
   
2007
   
2006
 
   
Average
Balance
   
Interest
   
Average
Yield/Cost
   
Average
Balance
   
Interest
   
Average
Yield/Cost
 
   
(Dollars in thousands)
 
Assets:
                                   
Interest-earning assets:
                                   
  Loans
  $
461,068
    $
22,332
      6.46 %   $
442,462
    $
20,167
      6.08 %
  Securities available-for-sale
   
19,342
     
701
     
4.83
     
21,400
     
718
     
4.47
 
  Interest-bearing cash
   
10,609
     
392
     
4.95
     
1,067
     
34
     
4.23
 
    Total interest-earning assets
   
491,019
    $
23,425
      6.36 %    
464,929
     
20,919
      6.00 %
Noninterest-earning assets
   
29,183
                     
29,314
                 
    Total assets
  $
520,202
                    $
494,243
                 
                                                 
Liabilities and Equity:
                                               
Interest-bearing liabilities:
                                               
  NOW and money market savings
  $
83,216
    $
812
      1.30 %   $
86,231
    $
785
      1.22 %
  Passbook savings
   
26,180
     
97
     
0.50
     
26,734
     
64
     
0.32
 
  Certificates of deposit
   
241,004
     
8,662
     
4.81
     
212,305
     
6,417
     
4.04
 
  Borrowed funds
   
108,195
     
3,979
     
4.92
     
108,314
     
3,824
     
4.72
 
Total interest-bearing liabilities
   
458,595
    $
13,550
      3.95 %    
433,584
    $
11,090
      3.42 %
Noninterest-bearing liabilities
   
19,658
                     
17,751
                 
    Total liabilities
   
478,253
                     
451,335
                 
Equity
   
41,949
                     
42,908
                 
    Total liabilities and equity
  $
520,202
                    $
494,243
                 
                                                 
Net interest income
          $
9,875
                    $
9,829
         
Net interest rate spread
                    2.41 %                     2.58 %
Net interest margin
                    2.67 %                     2.82 %
Ratio of average interest-earning assets
                   to average interest-bearing liabilities
                    107.07 %                     107.23 %
 


Provision for Loan Losses.  The Company's provision for loan losses was $245,000 and $60,000 for the quarters ended September 30, 2007 and 2006, respectively.  The increase in provision is related to the increase in nonperforming and special mention loans outstanding.  The Company establishes provisions for loan losses, which are charged to operations, in order to maintain the allowance for loan losses at a level which is deemed to be appropriate based upon an assessment of prior loss experience, industry standards, past due loans, economic conditions, the volume and type of loans in the Company's portfolio, and other factors related to the collectibility of the Company's loan portfolio.  The Company’s total loan portfolio increased $5.1 million, or 1.1% from September 30, 2006 to September 30, 2007.  This increase primarily consisted of increases in commercial real estate and consumer loans.  The Company’s out-of-state real estate loans decreased $5.2 million, or 3.6%, from September 30, 2006 to September 30, 2007.  Purchased out-of-state real estate loans generally constitute a higher rate of risk than originated loans due to the size, location and type of collateral securing such loans.  The economic conditions in the Bank’s primary market areas remain stable.  The net charge-offs were $119,000 for the nine months ended September 30, 2007, compared to $63,000 for  the nine months ended September 30, 2006.  The resulting allowance for loan loss was $3.7 million and $3.4 million at September 30, 2007 and September 30, 2006, respectively.

The allowance for loan losses as a percentage of total loans receivable increased to 0.79% at September 30, 2007 from 0.74% at September 30, 2006.  The level of nonperforming loans increased to $2.39 million at September 30, 2007 from $632,000 at September 30, 2006 and the level of special mention loans increased to $2.71 million at September 30, 2007 from $996,000 at September 30, 2006.  This increase is primarily associated with three borrowers.  Management has increased efforts on working out these weaker credits, which are directly related to single family home construction projects. Management believes that the increase in the allowance for loan loss reflects a shift in the economy in some of the markets the Company operates, specifically the Des Moines, Iowa metropolitan area. The Company’s charge-off history has not been affected by these borrowers but additional provisions have been realized due to the other assessment factors listed above.

Management believes that the allowance for loan losses is adequate as of September 30, 2007.  While management estimates loan losses using the best available information, such as independent appraisals for significant collateral properties, no assurance can be made that future adjustments to the allowance will not be necessary based on changes in economic and real estate market conditions, further information obtained regarding problem loans, identification of additional problem loans, and other factors, both within and outside of management's control.

Noninterest Income.  Total noninterest income increased by $322,000, or 19.8%, to $1.95 million for the quarter ended September 30, 2007, from $1.62 million for the quarter ended September 30, 2006.  The increase in noninterest income was primarily due to increases in fees and service charges, mortgage banking income, and other income, offset in part by decreases in abstract fees.  Fees and service charges increased $233,000 primarily due to an increase in fees associated with checking accounts, including overdraft fees and loan prepayment fees.  During the quarter ended September 30, 2007, the Company recorded $55,000 in loan prepayment fees, compared to $45,000 for the quarter ended September 30, 2006.  Abstract fees decreased $37,000 due to a decrease in real estate activity.  Other income, which primarily includes annuity, securities, and insurance sales, and income associated with foreclosed real estate, increased $45,000 primarily due to an increase in income from securities sales.  Mortgage banking income increased $81,000 due to an increase in loans originated for the secondary market.

Total noninterest income increased by $22,000, or 0.4%, to $5.34 million for the nine months ended September 30, 2007, from $5.32 million for the nine months ended September 30, 2006.  The increase was due to increases in fees and service charges, mortgage banking income, and other income, offset by decreases in abstract fees.  Fees and service charges increased $16,000 due primarily to a increase in overdraft fees, offset in part by decreases in loan prepayment fees.  During the nine months ended September 30, 2007, the Company recorded $118,000 in loan prepayment fees, compared to $489,000 for the nine months ended September 30, 2006.  Abstract fees decreased $216,000 due in part to the sale of one of the Company’s three abstract offices at the end of the second quarter of 2006 and a decrease in real estate activity.  Other income, which primarily includes annuity, securities, and insurance sales and income associated with foreclosed real estate, increased $68,000 primarily due to an increase in income from annuity, securities, and insurance sales.  Mortgage banking income increased $153,000 due to an increase in loans originated for the secondary market.

Noninterest Expense.  Total noninterest expense increased by $278,000, or 8.6%, to $3.51 million for the quarter ended September 30, 2007, from $3.23 million for the quarter ended September 30, 2006.  The increase is primarily due to an increase in compensation and employee benefits expense.  Compensation and employee benefits expense increased $172,000 primarily due to normal salary increases, increased personnel and severance costs.  The Company's efficiency ratio for the quarter ended September 30, 2007 and 2006 was 67.19% and 66.70%, respectively.  The Company's ratio of noninterest expense to average assets for the quarters ended September 30, 2007 and 2006 was 2.67% and 2.58%, respectively.

Total noninterest expense increased by $656,000 or 6.7%, to $10.48 million for the nine months ended September 30, 2007, from $9.82 million for the nine months ended September 30, 2006.  The increase was primarily due to increases in compensation and benefits, professional fees related to information technology enhancements, and other operating expenses related to the Bank’s growth.  The Company's efficiency ratio for the nine months ended September 30, 2007 and 2006 was 68.87% and 64.84%, respectively.  The Company's ratio of noninterest expense to average assets for the nine months ended September 30, 2007 and 2006 was 2.69% and 2.65%, respectively.

Income Taxes.  Income taxes increased by $9,000 to $455,000 for the quarter ended September 30, 2007, compared to $446,000 for the quarter ended September 30, 2006.  The increase in income taxes was primarily due to a reduction of available tax credits.

Income taxes decreased by $224,000 to $1.32 million for the nine months ended September 30, 2007, compared to $1.54 million for the nine months ended September 30, 2006.  The decrease was primarily due to a decrease in pre-tax earnings.


OFF-BALANCE SHEET ARRANGEMENTS

The Company is a party to financial instruments with off-statement of financial condition risk in the normal course of business to meet the financing needs of its customers.  These financial instruments consist primarily of commitments to extend credit.  Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial condition.  The contract or notional amounts of those instruments reflect the extent of involvement the Company has in a particular class of financial instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-statement of financial condition instruments. The Company does require collateral, or other security, to support financial instruments with credit risks.

No material changes in the Company's off-statement of financial condition arrangements have occurred since December 31, 2006.

 
CRITICAL ACCOUNTING POLICIES
 
The section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the disclosures included within this report, are based on the Company’s consolidated financial statements.  These statements have been prepared in accordance with accounting principles generally accepted in the United States of America.  The financial information contained in these statements is, for the most part, based on approximate measures of the financial effects of transactions and events that have already occurred.  However, the preparation of these statements requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

The Company’s accounting policies are described in the “Notes to Consolidated Financial Statements” of the Company’s 2006 Annual Report on Form 10-K.  Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified its most critical accounting policies to be that related to the allowance for loan losses and asset impairment judgments, including the recoverability of goodwill.

The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely.  The Company has policies and procedures for evaluating the overall credit quality of its loan portfolio, including timely identification of potential problem credits.  On a quarterly basis, management reviews the appropriate level for the allowance for loan losses, incorporating a variety of risk considerations, both quantitative and qualitative.  Quantitative factors include the Company’s historical loss experience, delinquency and charge-off trends, collateral values, known information about individual loans and other factors.  Qualitative factors include the general economic environment in the Company’s market area and the expected trend of those economic conditions.  To the extent that actual results differ from forecasts and management’s judgment, the allowance for loan losses may be greater or less than future charge-offs.

Asset impairment judgments include evaluating the decline in fair value of available-for-sale securities below their cost.  Declines in fair value of available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired in a purchase acquisition.  Goodwill is tested for impairment at least annually.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In management's opinion, there has not been a material change in the Company’s market risk profile since December 31, 2006.  Please see the Company’s 2006 Annual Report on Form 10-K for a more detailed discussion of the Company’s interest rate sensitivity analysis.

ITEM 4.

CONTROLS AND PROCEDURES

Management, including the Company’s President and Chief Executive Officer and the Company’s Chief Financial Officer and Treasurer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report.  Based upon that evaluation, the Company’s President and Chief Executive Officer and the Chief Financial Officer and Treasurer concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to the Company’s management, including the Company’s President and Chief Executive Officer and Chief Financial Officer and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation that occurred during the Company’s last fiscal quarter that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business.  Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition and results of operations.

Item 1A.  Risk Factors

There have been no material changes to the risk factors disclosed on the Company’s 2006 Annual Report on Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

In March 2006 and June 2007, the Company approved Stock Repurchase Plans which provide for the repurchase of up to 100,000 shares and 75,000 shares respectively, of the Company’s common stock.  At September 30, 2007, the March 2006 Stock Repurchase Plan was fully utilized during the quarter and 64,250 shares can be repurchased under the June 2007 Stock Repurchase Plan.

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchases” (as defined in rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended September 30, 2007.

Period
 
Total Number of
Shares Purchased
   
Average Price Paid
Per Share
   
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
   
Maximum Number of
Shares that May Yet
Be Purchased Under
The Plan
 
                         
March 2006 Plan:
                       
                         
July 1, 2007 to
July 31, 2007
   
-
     
-
     
-
     
4,450
 
                                 
August 1, 2007 to
August 31, 2007
   
4,450
    $
40.00
     
4,450
     
-
 
                                 
September 1, 2007 to
September 30, 2007
   
-
     
-
     
-
     
-
 
                                 
June 2007 Plan:
                               
                                 
July 1, 2007 to
July 31, 2007
   
-
     
-
     
-
     
75,000
 
                                 
August 1, 2007 to
August 31, 2007
   
7,550
    $
39.44
     
7,550
     
67,450
 
                                 
September 1, 2007 to
September 30, 2007
   
3,200
    $
39.05
     
3,200
     
64,250
 
 
Total
   
15,200
             
15,200
         
 
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

 
Exhibit No.
 
Description
 
Reference No.
3.1
Articles of Incorporation of North Central Bancshares, Inc.
 
(1)
3.2
Bylaws of North Central Bancshares, Inc.
(1)
3.3
Bylaws of North Central Bancshares, Inc., as amended
(2)
4.1
Federal Stock Charter of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge)
 
(1)
4.2
Bylaws of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge).
 
(1)
4.3
Specimen Stock Certificate of North Central Bancshares, Inc.
(1)
4.4
Bylaws of First Federal Savings Bank of Iowa, as amended
(2)
10.1
Employee Stock Ownership Plan of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement (incorporating Amendments 1 and 2)
 
 
(6)
10.1A
Amendment #1 to Employee Stock Ownership Plan of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement
 
 
(7)
10.1B
Amendment #2 to Employee Stock Ownership Plan of First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and ESOP Trust Agreement
 
 
(7)
10.2
ESOP Loan Documents, dated September 3, 1996
(5)
10.3
Amended and Restated Employee Retention Agreements between First Federal Savings Bank of Fort Dodge and certain executive officers
 
(3)
10.4
Employment Agreement between First Federal Savings Bank of Iowa (formerly known as First Federal Savings Bank of Fort Dodge) and David M. Bradley, effective as of August 31, 1994
 
 
(1)
10.6
Form of Employment Agreement between North Central Bancshares, Inc. and David M. Bradley
 
(1)
10.8
North Central Bancshares, Inc. 1996 Stock Option Plan
(4)
10.9
Amendment No. 1 to the North Central Bancshares, Inc. 1996 Stock Option Plan
(6)
10.10
Supplemental Retirement and Deferred Compensation Plan of First Federal Savings Bank of Iowa
 
(7)
10.11
Form of Employment Agreement between First Federal Savings Bank of Iowa and C. Thomas Chalstrom
 
(8)
10.12
Tax Allocation Agreement between North Central Bancshares, Inc. and Subsidiaries
(2)
10.13
Form of Employment Agreement North Central Bancshares, Inc.  and C. Thomas Chalstrom
 
(8)
10.14
North Central Bancshares, Inc. 2006 Stock Incentive Plan
(9)
10.15
North Central Bancshares, Inc. 2006 Incentive Award Plan
(10)
10.16
Form of Restricted Stock Award Notice
(11)
10.17
Form of Stock Option Agreement
(12)
10.18
Novation of Employment Agreements
 
14.1
Code of Ethics for Senior Financial Officers of North Central Bancshares, Inc.
(2)
  21.1
Subsidiaries of the Registrant
(1)
31
Rule 13a-14(a)/15d-14(a) Certifications
 
32
Section 1350 Certifications
 



(1)
Incorporated herein by reference to Registration Statement No. 33-80493 on Form S-1 filed with the SEC on December 18, 1995, as amended.
   
(2)
Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 29, 2004.
   
(3)
Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on August 13, 1998.
   
(4)
Incorporated herein by reference to the Amended Schedule 14A filed with the SEC on August 14, 1996.
   
(5)
Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 1997.
   
(6)
Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 1998.
   
(7)
Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 29, 2002.
   
(8)
Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 2006.
   
(9)
Incorporated herein by reference to the Schedule 14A filed with the SEC on March 20, 2006.
   
(10)
Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on August 11, 2006.
   
(11)
Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on May 3, 2007.
   
(12)
Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on July 3, 2007.
   
   




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.




 
NORTH CENTRAL BANCSHARES, INC.
   
Date: November 13, 2007
BY:                     /s/ David M. Bradley                                
 
David M. Bradley, Chairman, President & CEO
   
   
Date: November 13, 2007
BY:                     /s/ Kyle C. Cook                                      
 
Kyle C. Cook, Chief Financial Officer