EX-13 3 ncbexhibit131annrpt_12-02.txt EXHIBIT 13.1 2002 ANNUAL REPORT Exhibit 13.1 2002 Annual Report to Security Holders NORTH CENTRAL BANCSHARES, INC. Holding Company for First Federal Savings Bank of Iowa 2002 ANNUAL REPORT TABLE OF CONTENTS MESSAGE OF THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER............... 3 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA............................... 4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................. 7 INDEX TO FINANCIAL STATEMENTS.................................................25 QUARTERLY RESULTS OF OPERATIONS (Unaudited)...................................55 MANAGEMENT OF THE HOLDING COMPANY AND THE BANK............................... 57 SHAREHOLDER INFORMATION...................................................... 58 This Annual Report to Shareholders contains certain forward looking statements consisting of estimates with respect to the financial condition, results of operations (including noninterest expense and availability of potential tax credits) and business of Company that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include changes in general, economic and market conditions, the development of an adverse interest rate environment that adversely affects the interest rate spread or other income anticipated from the Company's operations and investments, and changes in depositor preferences for financial products. The Company does not undertake to update any forward looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company. MESSAGE OF THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Dear Shareholders: We are pleased to report to you the operating results of North Central Bancshares, Inc. ("North Central Bancshares" or the "Company") for the year ended December 31, 2002. North Central Bancshares is the holding company for First Federal Savings Bank of Iowa (the "Bank). For the year ended December 31, 2002, North Central Bancshares' net income was $5.9 million, or $3.37 diluted earnings per share, as compared to $4.5 million, or $2.41 diluted earnings per share, for the year ended December 31, 2001. Some of our achievements during the past year include: 2002 HIGHLIGHTS o Total net income, earnings per share, assets and loans reached new Company highs. o Total net income reached $5.9 million, a 31.1% increase over the prior year. o Earnings per share reached a high of $3.37, a 39.8% increase over the prior year. o Total assets reached a new high of $403.9 million. o Total net loans increased by 10.8% or $33.2 million. o Repurchased a total of 133,100 shares or 7.8% of outstanding stock during the year ended December 31, 2002. o Increased quarterly dividends in April, 2002 to $0.18 per share, a 20% increase. o Opened a new office in Ankeny, Iowa and began construction on a permanent 5,000 sf full service facility. o Began construction on a $1.8 million 23 unit Low Income Housing Tax Credit elderly apartment building in Fort Dodge. I want to thank our outstanding staff who helped make 2002 another successful year for the Company. The directors, officers and staff of North Central Bancshares, Inc. and its subsidiary, First Federal Savings Bank of Iowa, wish to thank you for your continued interest and support. We remain committed to increasing shareholder value. Sincerely, /s/David M. Bradley ------------------- David M. Bradley Chairman, President and Chief Executive Officer SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA The selected consolidated financial and other data of North Central Bancshares, Inc. set forth below is derived in part from, and should be read in conjunction with, the Consolidated Financial Statements and Notes thereto presented elsewhere in this Annual Report.
At December 31, -------------------------------------------------------------------------- 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- (In thousands) Selected Consolidated Financial Condition Data: Total assets............................ $ 403,872 $ 379,375 $ 388,998 $ 367,433 $ 336,690 Cash (noninterest bearing).............. 2,143 2,259 2,519 8,542 2,435 Loans receivable, net:(1) First mortgage loans secured by one-to four-family residences.......................... 147,479 159,943 174,413 161,547 145,967 First mortgage loans secured by multifamily properties........... 70,194 73,311 74,644 71,503 63,285 First mortgage loans secured by commercial properties............ 70,502 25,263 23,825 17,470 11,168 Consumer loans........................ 52,971 49,464 45,144 36,239 33,612 ---------- ---------- ---------- ---------- ---------- Total loans receivable, net......... 341,146 307,981 318,026 286,759 254,032 Investment securities(2)................ 35,859 49,016 49,682 53,820 63,084 Deposits................................ 277,000 268,814 261,167 271,031 246,690 Borrowed funds.......................... 85,026 71,413 88,592 55,715 38,832 Total shareholders' equity.............. 38,748 35,913 36,398 38,127 48,207
For the Year Ended December 31, 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- (In thousands) Selected Operating Data: Interest income......................... $ 26,965 $ 27,500 $ 27,284 $ 24,556 $ 23,602 Interest expense........................ 13,911 16,514 16,707 13,604 12,869 ---------- ---------- ---------- ---------- ---------- Net interest income before provision for loan losses.......... 13,054 10,986 10,577 10,952 10,733 Provision for loan losses............... 383 210 120 120 210 ---------- ---------- ---------- ---------- ---------- Net interest income after provision for loan losses.......... 12,671 10,776 10,457 10,832 10,523 ---------- ---------- ---------- ---------- ---------- Noninterest income: Fees and service charges........... 2,375 1,993 1,592 1,485 1,243 Abstract fees...................... 1,686 1,506 1,233 1,421 1,584 Other income....................... 1,668 1,593 1,189 1,157 1,088 ---------- ---------- ---------- ---------- ---------- Total noninterest income......... 5,729 5,092 4,014 4,063 3,915 ---------- ---------- ---------- ---------- ---------- Noninterest expense: Salaries and employee benefits..... 5,223 4,500 4,103 4,026 3,482 Premises and equipment............. 1,192 1,226 1,092 931 812 Data processing.................... 544 470 455 522 553 SAIF deposit insurance premiums......................... 47 50 55 147 143 Goodwill........................... - 472 472 472 436 Other expenses..................... 2,576 2,328 2,410 2,356 2,146 ---------- ---------- ---------- ---------- ---------- Total noninterest expense........ 9,582 9,046 8,587 8,454 7,572 ---------- ---------- ---------- ---------- ---------- Income before income taxes.............. 8,818 6,822 5,884 6,441 6,866 Income tax expense...................... 2,953 2,347 1,873 2,241 2,481 ---------- ---------- ---------- ---------- ---------- Net income........................... $ 5,865 $ 4,475 $ 4,011 $ 4,200 $ 4,385 ========== ========== ========== ========== ==========
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At or for the Year Ended December 31, ---------------------------------------------------------------- 2002 2001 2000 1999 1998 -------- -------- -------- -------- --------- Key Financial Ratios and Other Data: Performance Ratios: (%) Net interest rate spread (difference between average yield on interest-earning assets and average cost of interest- bearing liabilities)...................... 3.15% 2.68% 2.57% 2.86% 2.81% Net interest margin (net interest income as a percentage of average interest- earning assets)........................... 3.44 3.03 2.95 3.35 3.50 Return on average assets (net income divided by average total assets).......... 1.47 1.17 1.06 1.21 1.35 Return on average equity (net income divided by average equity)................ 15.57 12.21 11.08 9.51 8.73 Noninterest income to average assets........ 1.43 1.33 1.07 1.21 1.21 Efficiency ratio(3)......................... 51.01 56.26 58.85 56.30 51.69 Noninterest expense to average assets....... 2.40 2.36 2.28 2.45 2.34 Net interest income after provision for loan losses to noninterest expenses....... 132.24 119.12 121.78 128.13 138.97 Financial Condition Ratios: (%) (4) Equity to assets at period end.............. 9.59 9.47 9.36 10.38 14.32 Tangible equity to tangible assets at period end (5) (6)..................... 8.25 8.03 7.84 8.68 12.42 Average shareholders' equity divided by average total assets...................... 9.42 9.57 9.61 12.77 15.52 Average tangible shareholders equity divided by average tangible total assets (5) (6).. 8.06 8.10 8.00 10.94 13.71 Average interest-earning assets to average interest-bearing liabilities.............. 107.91 107.54 108.31 112.05 116.28 Asset Quality Ratios: (%) (4) Nonaccrual loans to total net loans......... 0.19 0.09 0.33 0.07 0.38 Nonperforming assets to total assets(7)..... 0.35 0.36 0.28 0.20 0.34 Allowance for loan losses as a percent of total loans receivable at end of period... 0.90 0.92 0.88 0.95 1.03 Allowance for loan losses to nonaccrual loans..................................... 485.00 1,042.07 274.08 1,301.13 279.72 Per Share Data: Book value per share........................ $23.62 $21.12 $19.04 $16.86 $16.26 Tangible book value per share(5)............ 20.03 17.65 15.71 13.83 13.79 Basic earnings per share (8)................ 3.58 2.54 2.04 1.64 1.44 Diluted earnings per share (9).............. 3.37 2.41 2.00 1.60 1.40 Dividends declared per share................ 0.72 0.60 0.50 0.40 0.32 Dividend payout ratio....................... 0.20 0.25 0.25 0.24 0.22
_______________________ (Notes on following page) 5 (1) Loans receivable, net represents total loans less discounts, loans in process, net deferred loan fees and allowance for loan losses. The allowance for loan losses at December 31, 2002, 2001, 2000, 1999 and 1998 was $3.1 million. $2.9 million, $2.8 million, $2.8 million and $2.7 million, respectively. (2) Includes interest-bearing deposits with the Federal Home Loan Bank of Des Moines (the "FHLB"). (3) Efficiency ratio represents noninterest expense divided by the sum of net interest income before provision for loan losses plus noninterest income. (4) Asset Quality Ratios are end of period ratios. With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods and are annualized where appropriate. (5) Tangible equity consists of stockholders' equity less goodwill and title plant. Goodwill and title plant at December 31, 2002, 2001, 2000, 1999 and 1998 was $5.9 million, $5.9 million, $6.4 million, $6.8 million and $7.3 million, respectively. (6) Tangible assets consists of total assets less goodwill and title plant. Goodwill and title plant at December 31, 2002, 2001, 2000, 1999 and 1998 was $5.9 million, $5.9 million, $6.4 million, $6.8 million and $7.3 million, respectively. (7) Nonperforming assets consists of nonaccrual loans and foreclosed real estate. (8) Basic earnings per share information is calculated by dividing net income by the weighted average number of shares outstanding. The weighted average number of shares outstanding for basic earnings per share computation for 2002, 2001, 2000, 1999 and 1998 were 1,637,749, 1,762,900, 1,963,686, 2,562,940 and 3,048,148, respectively. (9) Diluted earnings per share information is calculated by dividing net income by the weighted average number of shares outstanding, adjusted for the effect of dilutive potential common shares outstanding which consists of stock options granted. The weighted average number of shares outstanding for diluted earnings per share computation for 2002, 2001, 2000, 1999 and 1998 were 1,739,535, 1,856,643, 2,006,340, 2,621,542 and 3,132,833, respectively. 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General North Central Bancshares, Inc. (the "Holding Company"), an Iowa corporation, is the holding company for First Federal Savings Bank of Iowa (the "Bank"), a federally chartered savings bank. Collectively, the Holding Company and the Bank are referred to herein as the "Company." The Holding Company conducts business as a unitary savings and loan holding company and the principal business of the Holding Company consists of the operation of its wholly-owned subsidiary, the Bank. The profitability of the Company depends primarily on its level of net interest income, which is the difference between interest earned on the Company's interest-earning assets, consisting primarily of loans and investment securities, and the interest paid on interest-bearing liabilities, which primarily consist of deposits and advances from the FHLB. Net interest income is a function of the Company's interest rate spread, which is the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities, as well as a function of the average balance of interest-earning assets as compared to interest-bearing liabilities. The Company's net income is affected by its level of noninterest income which primarily consists of service fees and charges, abstract fees, mortgage banking income and other income, and noninterest expense, which primarily consists of compensation and employee benefit expenses, premises and equipment and data processing. Net income also is affected significantly by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities, which events are beyond the control of the Company. Critical Accounting Policies The "Management's Discussion and Analysis of Financial Condition and Results of Operations and disclosures included within this report, are based on the Company's audited 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 significant account policies are described in the "Notes to Consolidated Financial Statements". Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified its most critical accounting policy 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 actual results differ from forecasts and management's judgment, the allowance for loan losses may be greater or less that future charge-offs. 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. 7 Business Strategy The Company's current business strategy is to operate the Bank as a well-capitalized, profitable and independent community-oriented savings bank dedicated to providing quality customer service. Generally, the Company has sought to implement this strategy primarily by using deposits and advances from the FHLB as its source of funds and maintaining a substantial part of its assets in loans secured by one- to four-family residential real estate, multi-family loans and commercial real estate located both inside and outside the Company's market area, consumer and other loans and in other liquid investment securities. Specifically, the Company's business strategy incorporates the following elements: (1) operating as a community-oriented financial institution, maintaining a strong core customer base by providing quality service and offering customers the access to senior management and services that a locally-headquartered institution can offer; (2) maintaining high asset quality by emphasizing investment in residential mortgage, multifamily and commercial real estate loans, consumer loans and securities issued or guaranteed by the United States Government or agencies thereof and mortgage-backed securities; (3) maintaining capital in excess of regulatory requirements and growing only to the extent that adequate capital levels can be maintained; (4) controlling noninterest expenses; (5) managing interest rate risk exposure while achieving desirable levels of profitability; and (6) increasing noninterest income through other increases in fees and service charges and mortgage banking income. Highlights of the Company's business strategy are as follows: Community-Oriented Institution. The Company is committed to meeting the financial needs of the communities in which it operates. Based in part on its participation in several different programs designed to facilitate residential lending to low- and moderate-income households, the Bank has received an "Outstanding" Community Reinvestment Act rating. The Company believes it is large enough to provide a full range of personal and business financial services and yet is small enough to be able to provide such services on a personalized and efficient basis. Management believes that the Company can be more effective in servicing its customers than many of its competitors which are not headquartered locally. Such proximity allows senior management of the Bank to quickly and personally respond to customer needs and inquiries. Strong Retail Deposit Base. In 2002, the Company had a relatively strong and stable retail deposit base drawn from its offices located in Fort Dodge, Ames, Nevada, Perry, Ankeny, Burlington and Mount Pleasant, Iowa. At December 31, 2002, 33.9% of the deposit base, or $94.0 million, consisted of core deposits, which included money market accounts, savings accounts, NOW accounts, and noninterest-bearing demand accounts. Core deposits are considered to be a more stable and lower cost source of funds than certificates of deposit or outside borrowings. The Company will continue to emphasize retail deposits by providing quality customer service, offering competitive rates on deposit accounts, and providing depositors with a full range of accounts. Asset Quality and Emphasis on Residential Mortgage Lending. The Company has historically emphasized residential real estate financing. The Company expects to continue its commitment to financing the purchase or improvement of residential real estate in its market area. At December 31, 2002, 36.0% of the Company's total assets consisted of one-to four-family residential first mortgage loans. To supplement local mortgage loan originations and to diversify its mortgage loan portfolio geographically, the Company has purchased loans in the secondary mortgage market, with an emphasis on multifamily and commercial real estate loans secured by properties outside the State of Iowa (the "out of state properties"). At December 31, 2002, the Company's portfolio of loans which were either originated or purchased by the Company and secured by out of state properties consisted of $11.0 million of one-to four-family residential mortgage loans, or 3.2% of the Company's total loan portfolio, and $65.2 million of multifamily real estate loans, or 18.9% of the Company's total loan portfolio and $61.3 million of commercial real estate loans, or 17.8% of the Company's total loan portfolio. At December 31, 2002, the Company's ratio of nonperforming assets to total assets was 0.35%. The Company also invests in State and Local Obligations, mortgage-backed securities, interest-earning deposits, equity securities and FHLB stock. Generally, the yield on mortgage loans originated and purchased by the Company is greater than that of securities purchased by the Company. Future economic conditions and continued strong banking competition could result in diminished lending opportunities. The Company may increase its investment in securities and in purchased mortgage loans outside its market area. 8 Capital Strength and Controlled Internal Growth. Total equity decreased from $48.2 million at December 31, 1998 to $38.7 million at December 31, 2002, a decrease of 19.6%, a decrease primarily attributable to funds used for repurchases of common stock and dividends paid to shareholders in excess of net income and stock options exercised. Total assets have increased by $67.2 million, or 20.0%, since December 31, 1998. As a result, the ratio of total equity to total assets has decreased from 14.3% at December 31, 1998 to 9.6% at December 31, 2002. The Company's growth can be attributed to the emphasis on the origination and purchase of residential mortgage loans, the purchase of multifamily and commercial mortgage loans and the origination of consumer loans. The Company's growth has been funded through a combination of FHLB advances and deposit growth. The Company intends to maintain strong levels of total equity and capital ratios by controlling growth to the extent that adequate capital levels can be maintained. Acquisition Strategy. The Company intends to continue evaluating the possibility of acquiring branch offices and other financial institutions, which involves executing confidentiality agreements and conducting due diligence. Such evaluations by the Company provide no indication of the likelihood that the Company will enter into any agreement to engage in an acquisition transaction as, in many instances, such transactions are subject to competitive bidding and, in every instance, are subject to extensive arm's length negotiations once the Company's evaluation is complete. Increasing Noninterest Income. The Company has attempted to increase its level of noninterest income from both new and traditional lines of business to supplement net interest income. The Company currently owns abstract companies in Webster, Boone and Jasper counties in Iowa, through First Iowa Title Services, Inc. ("First Iowa"), the Bank's wholly owned subsidiary. The abstract business performed by First Iowa replaces the function of a title insurance company. The Company believes that First Iowa can continue to be an excellent source of fee income. Noninterest income from such business for the year ended December 31, 2002 was $1.7 million, offset by noninterest expense attributable to First Iowa. Mortgage banking income generated by the Bank was $747,000 for the year ended December 31, 2002, offset by noninterest expense attributable to mortgage banking operations. Liquidity and Interest Rate Risk Management. Management seeks to manage the Company's interest rate risk exposure by monitoring the levels of interest rate sensitive assets and liabilities while maintaining an acceptable interest rate spread. At December 31, 2002, total interest-earning assets maturing or repricing within one year exceeded total interest-bearing liabilities maturing or repricing in the same period by $16.1 million, representing a one-year gap to total assets ratio of positive 4.0% as compared to a negative 9.2% at December 31, 2001. To reduce the potential volatility of the Company's earnings in a changing interest rate environment, the Company has emphasized the origination of 5 and 7-year fixed rate mortgage loans that convert to adjustable rates at the conclusion of their initial terms and have overall maturities of up to 30 years, adjustable-rate loans, investment in mortgage-backed securities, municipal securities and equity securities and has sought to lengthen the terms of its deposits through its pricing strategies with respect to longer term certificates of deposit. See "-- Discussion of Market Risk -- Interest Rate Sensitivity Analysis". Liquidity and Capital Resources The Company's primary sources of funds are deposits, amortization and prepayment of loans, other borrowings, maturities of securities and other investments, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. The Company manages the pricing of its deposits to maintain a desired deposit balance. In addition, the Company invests in interest-earning assets, which provide liquidity to meet lending requirements. At December 31, 2002, $538,000, or 8.9%, of the Company's investment portfolio, excluding equity and mortgage backed securities and mutual funds, was scheduled to mature in one year or less and $1.6 million, or 26.8%, was scheduled to mature in one to five years and $3.9 million, or 64.3%, was scheduled to mature in more than five years. Certificates of deposit scheduled to mature in less than one year, at December 31, 2002, totaled $67.9 million. Based on prior experience, management believes that a significant portion of such deposits will remain with the Company. If the Company requires funds beyond its ability to generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds. The amount of eligible collateral for blanket lien pledges from the FHLB was $124.9 million as of December 31, 2002. For additional information about cash flows from the Company's operating, financing and investing activities, see the Statements of Cash Flows included in the Consolidated Financial Statements. 9 At December 31, 2002, the Company had outstanding loan commitments of $8.2 million. This amount does not include undisbursed overdraft loan privileges and the undisbursed home equity lines of credit. The Company monitors its liquidity position and expects to have sufficient funds to meet its current funding commitments. The main sources of liquidity for the Holding Company are net proceeds from the sale of stock and payments from the Bank in the form of dividends and loan repayments. The main cash outflows are payments of dividends to shareholders and funds used to repurchase the Common Stock. During 2002, the Holding Company repurchased 133,100 shares of its Common Stock. The Holding Company's ability to pay dividends to shareholders depends substantially on dividends and loan payments received from the Bank. The Bank may not declare or pay cash dividends on or repurchase any of its shares of common stock if the effect thereof would cause equity to be reduced below applicable regulatory capital requirements or the amount required to be maintained for the liquidation account. For a description of the liquidation account, see Note 16 to the Consolidated Financial Statements. Unlike the Bank, the Holding Company is not subject to OTS regulatory restrictions on the payment of dividends to its shareholders, however, it is subject to the requirements of Iowa law. Iowa law generally prohibits the Holding Company from paying a dividend if, after giving it effect, either of the following would result: (a) the Holding Company would not be able to pay its debts as they become due in the usual course of business; or (b) the Holding Company's total assets would be less than the sum of its total liabilities, plus the amount that would be needed, if the Holding Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. The primary investing activities of the Company are the origination and purchase of mortgage and other loans and the purchase of securities. During the years ended December 31, 2002, 2001 and 2000, the Company's disbursements for loan originations and purchases totaled $210.3 million, $150.4 million and $99.8 million, respectively. These activities were funded primarily by net deposit inflows, principal repayments on loans, proceeds from the sale of loans, proceeds from the maturity and sale of securities and FHLB advances. Net cash flows provided by (used in) investing activities amounted to $(27.6) million, $20.5 million and $(25.4) million for the years ended December 31, 2002, 2001 and 2000, respectively. Net cash flows provided by (used in) financing activities amounted to $18.3 million, $(15.0) million and $16.4 million for the years ended December 31, 2002, 2001 and 2000, respectively. The OTS regulations require savings associations, such as the Bank, to meet three minimum capital standards: a tangible capital ratio requirement of 1.5% of total assets as adjusted under the OTS regulations; a leverage ratio requirement of 3% of core capital to such adjusted total assets; and a risk-based capital ratio requirement of 8% of core and supplementary capital to total risk-based assets. The Bank satisfied these minimum capital standards at December 31, 2002 with tangible and leverage capital ratios of 7.8% and a total risk-based capital ratio of 12.4%. In determining the amount of risk-weighted assets for purposes of the risk-based capital requirement, a savings association must compute its risk-based assets by multiplying its assets and certain off- balance sheet items by risk-weights, which range from 0% for cash and obligations issued by the United States Government or its agencies to 100% for consumer and commercial loans, as assigned by the OTS capital regulations. These capital requirements, which are applicable to the Bank only, do not consider additional capital held at the Holding Company level, and require certain adjustments to shareholder's equity to arrive at the various regulatory capital amounts. The table below presents the Bank's regulatory capital amounts as compared to the OTS regulatory capital requirements at December 31, 2002: Capital Excess Amount Requirements Capital ----------- ---------------- ------------ (In thousands) Tangible capital....... $ 30,803 $ 5,959 $ 24,844 Core capital........... 30,803 11,917 18,886 Risk-based capital..... 33,870 21,805 12,065 10 Discussion of Market Risk--Interest Rate Sensitivity Analysis As a financial institution, the Company's primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of the Bank's assets and liabilities, and the market value of all interest-earning assets, other than those which possess a short term to maturity. Since all of the Company's interest-bearing liabilities and virtually all of the Company's interest-earning assets are located at the Bank, virtually all of the Company's interest rate risk management procedures are performed at the Bank level. Based upon the Bank's nature of operations, the Bank is not subject to foreign currency exchange or commodity price risk. The Bank's real estate loan portfolio, within Iowa, is subject to risks associated with the local economy. The Company has sought to diversify its loan portfolio by purchasing loans secured by properties outside of Iowa. At December 31, 2002, 39.9% of the Company's total loan portfolio was secured by properties outside the State of Iowa, located in twenty-three states. See "Asset Quality." The Bank does not own any trading assets. At December 31, 2002, neither the Company nor the Bank had any hedging transactions in place, such as interest rate swaps and caps. The Company seeks to manage its interest risk by monitoring and controlling the variation in repricing intervals between its assets and liabilities. To a lesser extent, the Company also monitors its interest rate sensitivity by analyzing the estimated changes in market value of its assets and liabilities assuming various interest rate scenarios. As discussed more fully below, there are a variety of factors which influence the repricing characteristics of any given asset or liability. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are "interest rate sensitive" and by monitoring an institution's interest rate sensitivity "gap." An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The "interest rate sensitivity gap" is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income while a positive gap would tend to positively affect net interest income. Similarly, during a period of falling interest rates, a negative gap would tend to positively affect net interest income while a positive gap would tend to adversely affect net interest income. The Company's policy in recent years has been to manage its exposure to interest rate risk generally by focusing on the maturities of its interest rate sensitive assets and by emphasizing adjustable-rate mortgage loans and short term consumer loans, and maintaining a level of liquidity by investing in short-term interest-earning deposits and equity securities. The Company generally offers competitive rates on deposit accounts and prices certificates of deposit to provide customers with incentives to choose certificates of deposit with longer terms. At December 31, 2002, total interest-earning assets maturing or repricing within one year exceeded total interest-bearing liabilities maturing or repricing in the same period by $16.1 million, representing a one-year gap ratio of positive 4.0%, compared to a one-year gap ratio of negative 9.2% at December 31, 2001. To manage the potential volatility of the Company's earnings in a changing interest rate environment, the Company has emphasized the origination of 5 and 7-year fixed rate mortgage loans that convert to adjustable rates at the conclusion of their initial terms and have overall maturities of up to 30 years and short term consumer loans and has sought to lengthen the terms of its deposits through its pricing strategies with respect to longer term certificates of deposit. The Chief Executive Officer regularly meets with the Bank's senior executive officers to review trends in deposits as well as mortgage and consumer lending. The Chief Executive Officer also regularly meets with the investment committee to review the investment portfolio. The Chief Executive Officer reports quarterly to the Board of Directors on interest rate risks and trends, as well as liquidity and capital ratios and requirements. Gap Table. The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at December 31, 2002 which are expected to reprice or mature, based upon certain assumptions, in each of the future time periods shown. Except as stated below, the amounts of assets and liabilities shown that reprice or mature during a particular period were determined in accordance with the earlier of term of repricing or the contractual terms of the asset or liability. Certain assumptions used in preparing the table are set 11 forth in the following table. Management believes that these assumptions approximate actual experience and considers them appropriate and reasonable.
At December 31, 2002 (1) -------------------------------------------------------------------------------------- Within 1-3 3-5 5-10 10-20 Over 20 1 Year Years Years Years Years Years Total --------- --------- --------- --------- --------- -------- --------- (Dollars in thousands) Interest-earning assets: First mortgage loans Adjustable (2) .................... $ 65,727 $ 78,296 $ 31,600 $ -- $ -- $ -- $ 175,623 Fixed (2) ......................... 27,505 42,562 23,456 22,795 2,568 20 118,906 Consumer and other loans ............. 21,524 22,016 9,208 969 45 -- 53,762 Investment securities(3)(4) .......... 22,881 3,732 1,996 3,224 -- -- 31,833 -- -- --------- --------- --------- --------- --------- --------- --------- Total interest-earning assets ..... $ 137,637 $ 146,606 $ 66,260 $ 26,988 $ 2,613 $ 20 $ 380,124 ========= ========= ========= ========= ========= ========= ========= Rate sensitive liabilities: Savings accounts ..................... $ 4,368 $ 6,634 $ 4,571 $ 6,134 $ 3,368 $ 617 $ 25,692 NOW accounts ......................... 13,458 13,820 5,485 3,252 355 4 36,374 Money market accounts ................ 18,761 4,987 -- -- -- -- 23,748 Certificate accounts ................. 67,826 74,855 37,521 2,828 -- -- 183,030 Noninterest bearing deposits ......... 8,156 -- -- -- -- -- 8,156 FHLB advances and other liabilities(5) 9,007 13,004 23,004 40,011 -- -- 85,026 --------- --------- --------- --------- --------- --------- --------- Total interest-bearing liabilities $ 121,576 $ 113,300 $ 70,581 $ 52,225 $ 3,723 $ 621 $ 362,026 ========= ========= ========= ========= ========= ========= ========= Interest sensitivity gap ................ $ 16,061 $ 33,306 $ (4,321) $ (25,237) $ (1,110) $ (601) Cumulative interest-sensitivity gap ..... $ 16,061 $ 49,367 $ 45,046 $ 19,809 $ 18,699 $ 18,098 Interest sensitivity gap to total assets 3.98% 8.25% (1.07)% (6.25)% (0.27)% (0.15)% Cumulative interest-sensitivity gap to total assets ......................... 3.98 12.22 11.15 4.90 4.63 4.48 Ratio of interest-earning assets to interest-bearing liabilities ......... 113.21 129.40 93.88 51.68 70.19 3.22 105.00 Cumulative ratio of interest-earning .... 113.21 assets to interest-bearing liabilities 121.02 114.75 105.54 105.17 105.00 105.00 Total assets ............................ $ 403,872 $ 403,872 $ 403,872 $ 403,872 $ 403,872 $ 403,872 $ 403,872 Cumulative interest bearing assets ...... $ 137,637 $ 284,243 $ 350,503 $ 377,491 $ 380,104 $ 380,124 $ 380,124 Cumulative interest sensitive liabilitie $ 121,576 $ 234,876 $ 305,457 $ 357,682 $ 361,405 $ 362,026 $ 362,026
---------- (1) The following assumptions were used in regard to prepayment speed for loans: (i) all multifamily loans (both fixed and adjustable rate) and all commercial real estate loans (both fixed and adjustable rate) will prepay at 10 percent per year, (ii) one-to four-family fixed rate loans will prepay at 20 percent per year, (iii) one-to four-family adjustable rate loans, mortgage backed securities and all other loans will prepay at 25 percent per year. Besides prepayment assumptions, the chart above also includes normal principal payments based upon the loan contractual agreements. Savings accounts are assumed to be withdrawn at an annual rate of 17 percent. NOW accounts are assumed to be withdrawn at an annual rate of 37 percent, Money Market accounts are assumed to be withdrawn at 79 percent during the first year with the balance being withdrawn within the one-to-three year category. These assumptions are annual percentages based on remaining balances and should not be regarded as indicative of the actual prepayments and withdrawals that may be experienced by the Company. Certain shortcomings are inherent in the analysis presented by the foregoing table. (2) Includes $223,000 and $3.8 million in mortgage-backed securities in adjustable and fixed first mortgage loans, respectively. (3) Includes other equity securities, interest-bearing deposits and FHLB stock, all of which are shown in the within-one-year category. Components include interest-bearing deposits of $13.0 million and securities available for sale of $12.6 million. (4) Includes $5.2 million of FHLMC preferred stock and $1.0 million of FNMA preferred stock, which are included in the appropriate repricing category based upon their call dates. (5) Includes $29.5 million of advances which are callable by the FHLB. These callable advances have been in the category in which the advances mature. Certain shortcomings are inherent in the method of analysis presented in the Gap Table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate loans, have features which restrict changes in interest rates both on a short-term basis and over the life of the asset. Further, in the event of changes in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their adjustable-rate loans may decrease in the event of an interest rate increase. 12 NPV Analysis. As part of its efforts to maximize net interest income and manage the risks associated with changing interest rates, management uses the "market value of portfolio equity" ("NPV") methodology which the OTS has adopted as part of its capital regulations. Under this methodology, interest rate risk exposure is assessed by reviewing the estimated changes in NPV which would hypothetically occur if interest rates rapidly rise or fall along the yield curve. Projected values of NPV at both higher and lower regulatory defined rate scenarios are compared to base case values (no change in rates) to determine the sensitivity to changing interest rates. Presented below, as of December 31, 2002, is an analysis of the Company's interest rate risk ("IRR") as measured by changes in NPV for instantaneous and sustained parallel shifts of 100 basis points in market interest rates. Such limits have been established with consideration of the impact of various rate changes and the Company's current capital position. Interest Rate Sensitivity of Net Portfolio Value (NPV)(1) Net Portfolio Value NPV as % of PV of Assets -------------------------------- ------------------------ Change in Rates $ Amount $ Change % Change NPV Ratio Change --------------- -------- -------- -------- ----------- -------- (Dollars in thousands) +300 bp 33,912 574 2 8.50 47bp +200 bp 34,500 1,163 3 8.53 49bp +100 bp 34,399 1,062 3 8.39 36bp 0 bp 33,338 - - 8.03 - -100 bp 31,086 -2,251 -7 7.41 -62bp ---------- (1) Denotes rate shock used to compute interest rate risk capital component. As is the case with the Gap Table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV require the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV Table presented assumes that the composition of the Company's interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV Table provides an indication of the Company's interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on the Company's net interest income and will differ from actual results. Asset Quality Delinquencies. The Company's collection procedures provide that when a loan is 15 days past due, a computer-generated late charge notice is sent to the borrower requesting payment, plus a late charge for mortgage loans. If delinquency continues, on the 20th day past due, a telephone call is made to the borrower seeking payment. If the loan is 30 days past due, a delinquent notice is mailed along with a letter advising that the mortgagors are in violation of the terms of their mortgage contract. If a loan becomes 60 days past due, the loan becomes subject to possible legal action. After 90 days, if satisfactory payment terms are not reached with the borrower, foreclosure proceedings are initiated. To the extent required by the Department of Housing and Urban Development ("HUD") regulations, generally within 45 days of delinquency, a Section 160 HUD notice is given to the borrower which provides access to consumer counseling services. It is sometimes necessary and desirable to arrange special repayment schedules with mortgagors to prevent foreclosure or filing for bankruptcy. The mortgagors are required to submit a written repayment schedule which is closely monitored for compliance. Under these terms, the account is brought to date, usually within a few months. Nonperforming Assets. Loans are reviewed on a regular basis and are placed on nonaccrual status when, in the opinion of management, the collection of additional interest is doubtful. Mortgage loans and consumer loans 13 are placed on nonaccrual status generally when either principal or interest is more than 90 days past due. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is charged against interest income. Real estate acquired by the Company as a result of foreclosure or by deed in lieu of foreclosure is deemed foreclosed real estate until such time as it is sold. When foreclosed real estate is acquired or otherwise deemed foreclosed real estate, it is recorded at the lower of the unpaid principal balance of the related loan or its estimated fair value, less estimated selling expenses. Valuations are periodically performed by management, and any subsequent decline in fair value is charged to operations. At December 31, 2002, the Company's foreclosed real estate consisted of 9 properties with an aggregate value of $769,000. Delinquent Loans, Nonaccrual Loans and Nonperforming Assets. The following table sets forth information regarding loans on nonaccrual status and foreclosed real estate of the Company at the dates indicated. At the dates indicated, the Company did not have any material restructured loans and did not have any loans that were ninety days past due and still accruing interest.
At December 31, ----------------------------------------------------------------------------- 2002 2001 2000 1999 1998 --------- --------- -------- --------- -------- (Dollars in thousands) Nonaccrual loans and nonperforming assets: First mortgage loans: One-to four-family residential....... $ 434 $ 130 $ 237 $ 111 $ 403 Multifamily and commercial properties ........................ 37 37 556 - 423 Consumer loans:......................... 172 109 244 102 130 -------- -------- -------- -------- -------- Total nonaccrual loans............... 643 276 1,037 213 956 Total foreclosed real estate(1)......... 769 1,074 64 503 187 Other nonperforming assets.............. - - - - 1 -------- -------- -------- -------- -------- Total nonperforming assets........... $ 1,412 $ 1,350 $ 1,101 $ 716 $ 1,144 ======== ======== ======== ======== ======== Total nonaccrual loans to net loans receivable........................... 0.19% 0.09% 0.33% 0.07% 0.38% Total nonaccrual loans to total assets.. 0.16 0.07 0.27 0.06 0.28 Total nonperforming assets to total 0.35 0.36 0.28 0.19 assets.............................. 0.34
---------- (1) Represents the net book value of property acquired by the Company through foreclosure or deed in lieu of foreclosure. Upon acquisition, this property is recorded at the lower of cost or fair value less estimated selling expenses. 14 The following table sets forth information with respect to loans delinquent 60-89 days in the Company's portfolio at the dates indicated.
At December 31, ---------------------------------------------------------------- 2002 2001 2000 1999 1998 ------- -------- ------- ------- ------- (In thousands) Loans past due 60-89 days: First mortgage loans: One-to four-family residential................ $ 830 $ 1,083 $ 590 $ 521 $ 1,070 Multifamily and commercial properties......... - - - 491 22 Consumer loans................................... 183 153 96 198 270 ------- ------- ------- ------- ------- Total past due 60-89 days................... $ 1,013 $ 1,236 $ 686 $ 1,210 $ 1,362 ======= ======= ======= ======= =======
The following table sets forth information with respect to the Company's delinquent loans and other problem assets at December 31, 2002. At December 31, 2002 ------------------------- Balance Number -------- ------ (Dollars in thousands) One-to four-family first mortgage loans: Loans 60 to 89 days delinquent................... $ 830 23 Loans 90 days or more delinquent................. 434 11 Multifamily and commercial first mortgage loans: Loans 60 to 89 days delinquent................... - - Loans 90 days or more delinquent................. 37 1 Consumer Loans: Loans 60 to 89 days delinquent................... 183 19 Loans 90 days or more delinquent................. 172 27 Foreclosed real estate............................. 769 9 Other nonperforming assets......................... - - Loans to facilitate sale of foreclosed real estate. 158 2 Special mention loans.............................. 1,058 42 Classification of Assets. Federal regulations provide for the classification of loans and other assets such as debt and equity securities considered by the OTS to be of lesser quality as "substandard," "doubtful," or "loss" assets. An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the savings institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions, and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets that do not expose the savings institution to risk sufficient to warrant classification in one of the aforementioned categories, but which possess some weaknesses, are required to be designated "special mention" by management. Loans designated as special mention are generally loans that, while current in required payments, have exhibited some potential weaknesses that, if not corrected, could increase the level of risk in the future. At December 31, 2002, the Company had $1.1 million of special mention loans, consisting of eighteen loans secured by one-to four-family residences and twenty four consumer loans. The following table sets forth the aggregate amount of the Company's classified assets, which include nonperforming loans and foreclosed real estate, at the dates indicated.
At December 31, ---------------------------------------------------------------- 2002 2001 2000 1999 1998 ------- ------- ------- ------ ------ (In thousands) Substandard assets............. $ 1,360 $ 1,291 $ 1,087 $ 689 $ 745 Doubtful assets................ - - - - - Loss assets.................... 51 59 53 60 35 ------- ------- ------- ------ ------ Total classified assets...... $ 1,411 $ 1,350 $ 1,140 $ 749 $ 780 ======= ======= ======= ====== ======
15 Allowance for Loan Losses. It is management's policy to provide an allowance for probable losses on the Company's loan portfolio based on management's evaluation of the prior loss experience, industry standards, past due loans, economic conditions, the volume and type of loans in the Company's portfolio, which includes a significant amount of multifamily loans, substantially all of which are purchased and are collateralized by properties located outside of the Company's market area, and other factors related to the collectibility of the Company's loan portfolio. The Company regularly reviews its loan portfolio, including problem loans, to determine whether any loans require classification or the establishment of appropriate allowances for losses. Such evaluation, which includes a review of all loans of which full collectibility of interest and principal may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral. During the years ended December 31, 2002, 2001 and 2000 the Company's provision for loan losses were $383,000, $210,000 and $120,000, respectively. The increase in the provision for loan loss is primarily due to the increase in the loan portfolio, nonperforming loans and general economic conditions. The Company's allowance for loan losses totaled $3.1 million, $2.9 million and $2.8 million at December 31, 2002, 2001 and 2000, respectively. Management believes that the allowances for losses on loans is adequate. While management uses available information to recognize losses on loans, future additions to the allowances may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowances for loan losses. Such agencies may require the Bank to recognize additions to the allowances based on their judgments about information available to them at the time of their examination. Analysis of the Allowance for Loan Losses. The following table sets forth the analysis of the allowance for loan losses for the periods indicated.
For the Year Ended December 31, ---------------------------------------------------------------------------- 2002 2001 2000 1999 1998 --------- --------- --------- -------- -------- (Dollars in thousands) Total loans outstanding................ $ 344,574 $ 311,826 $ 322,408 $ 291,760 $ 259,360 Average net loans outstanding.......... 337,693 318,197 307,104 265,553 246,510 Allowance balances (at beginning of period)............................. 2,883 2,843 2,776 2,676 2,151 --------- --------- --------- --------- --------- Provisions for losses.................. 383 210 120 120 210 Effect of- Business combination............... - - - - 343 Charge-Offs: First mortgage loans................. 27 15 15 5 6 Consumer loans....................... 135 168 41 23 23 Recoveries: First mortgage loans................. - - - - - Consumer loans....................... 14 13 3 8 1 --------- --------- --------- --------- --------- Net charge-offs...................... 148 170 53 20 28 --------- --------- --------- --------- --------- Allowance balance (at end of period)... $ 3,118 $ 2,883 $ 2,843 $ 2,776 $ 2,676 ========= ========= ========= ========= ========= Allowance for loan losses as a percent of total loans receivable at end of period............................... 0.90% 0.92% 0.88% 0.95% 1.03% Net loans charged off as a percent of average net loans outstanding........ 0.04 0.05 0.02 0.01 0.01 Ratio of allowance for loan losses to total nonaccrual loans at end of period............................... 485.00 1,042.07 274.08 1,301.13 279.72 Ratio of allowance for loan losses to total nonaccrual loans and foreclosed real estate at end of period......... 220.90 213.48 258.18 387.78 233.95
16 Allocation of Allowance for Loan Losses. The following table sets forth the allocation for loan losses by loan category for the periods indicated:
At December 31, ---------------------------------------------------------------------------- 2002 2001 2000 ------------------------ ----------------------- ----------------------- % of Loans % of Loans % of Loans In Each In Each In Each Category to Category to Category to Amount Total Loans Amount Total Loans Amount Total Loans ------ ----------- ------ ----------- ------ ----------- (Dollars in thousands) Balance at end of period applicable to: One-to four-family residential mortgage loans ..................... $ 395 43.17% $ 608 51.80% $ 731 54.78% Multifamily residential mortgage loans 709 20.54 1,121 23.86 1,145 23.45 Commercial mortgage loans ............ 1,223 20.68 459 8.25 303 7.56 Consumer loans ....................... 791 15.61 695 16.09 664 14.21 Total allowance for loan losses .... $3,118 100.00% $2,883 100.00% $2,843 100.00%
At December 31, ------------------------------------------------ 1999 1998 ---------------------- ---------------------- % of Loans % of Loans In Each In Each Category to Category to Amount Total Loans Amount Total Loans ------ ----------- ------ ----------- (Dollars in thousands) Balance at end of period applicable to: One-to four-family residential mortgage loans ..................... $ 726 56.23% $ 684 57.45% Multifamily residential mortgage loans 1,332 25.16 1,298 25.02 Commercial mortgage loans ............ 252 6.07 228 4.39 Consumer loans ....................... 466 12.53 466 13.14 Total allowance for loan losses .... $2,776 100.00%$ 2,676 100.00%
Average Balance Sheet The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated and the average yields earned and rates paid. Such yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. For purposes of this table, average balances were computed on a monthly basis. 17
For the Year Ended December 31, ---------------------------------------------------------------------- At December 31, 2002 2002 2001 ----------------------- ---------------------------------- ---------------------------------- Yield/ Average Yield/ Average Yield/ Balance Cost Balance Interest Cost Balance Interest Cost ------------ ------- ------------ --------- -------- ----------- -------- ------- (Dollars in thousands) Assets: Interest-earning assets: First mortgage loans(1)........ $ 290,377 7.11% $ 285,065(8) $ 21,108 7.40% $ 269,274(8) $ 20,902 7.76% Consumer loans(1).............. 53,888 8.12 52,628(8) 4,449 8.45 48,923(8) 4,369 8.93 Investment securities.......... 35,578(4) 3.05 42,144(5) 1,409 3.34 44,739(6) 2,229 4.98 --------- ---- --------- -------- ---- --------- -------- ---- Total interest-earning asset. $ 379,843 6.87% $ 379,837 $ 26,966 7.10% $ 362,936 $ 27,500 7.58% Noninterest-earning assets....... 24,029 20,078 20,217 --------- --------- --------- Total assets................. $ 403,872 $ 399,915 $ 383,153 ========= ========= ========= Liabilities and Equity: Interest-bearing liabilities: NOW and money market savings...................... $ 60,122 0.90% $ 61,677 $ 560 0.91% $ 58,891 $ 1,224 2.08% Passbook savings............... 25,693 0.93 24,810 281 1.13% 21,713 362 1.67 Certificates of Deposit........ 183,029 4.43 182,496 8,649 4.74 180,796 10,368 5.73 Borrowed funds................. 85,026 5.04 83,022 4,421 5.33 75,854 4,560 6.01 --------- ---- --------- -------- ---- --------- -------- ---- Total interest-bearing liabilities................ $ 353,870 3.72% $ 352,005 $ 13,911 3.95% 337,254 $ 16,514 4.90% Noninterest-bearing liabilities.. 11,254 10,241 9,246 --------- --------- --------- Total liabilities............ $ 365,124 $ 362,246 $ 346,500 Equity............................ 38,748 37,669 36,653 --------- --------- --------- Total liabilities and equity. $ 403,872 $ 399,915 $ 383,153 ========= ========= ========= Net interest income.............. $ 13,055 $ 10,986 ======== ======== Net interest rate spread(2)...... 3.15% 3.15% 2.68% ==== ==== ==== Net interest margin (3).......... 3.41 3.44 3.03 ==== ==== ==== Ratio of average interest-earning assets to average interest- bearing liabilities............ 107.34 107.91 107.54 ====== ====== ======
For the Year Ended December 31, ---------------------------------------- 2000 ---------------------------------------- Average Average Yield/ Balance Interest Cost -------------- ----------- ------ (Dollars in thousands) Assets: Interest-earning assets: First mortgage loans(1)........ $ 265,557 $ 20,586(8) 7.75% Consumer loans(1).............. 41,547 3,677(8) 8.85 Investment securities.......... 51,097(7) 3,020 5.91 --------- -------- ---- Total interest-earning asset. 358,201 $ 27,283 7.62% Noninterest-earning assets....... 18,470 --------- Total assets................. $ 376,671 ========= Liabilities and Equity: Interest-bearing liabilities: NOW and money market savings...................... $ 48,262 $ 1,185 2.46% Passbook savings............... 24,571 485 1.97 Certificates of Deposit........ 186,292 10,599 5.69 Borrowed funds................. 71,602 4,438 6.20 --------- -------- ---- Total interest-bearing liabilities................ $ 330,727 $ 16,707 5.05% Noninterest-bearing liabilities.. 9,739 --------- Total liabilities............ $ 340,466 Equity............................ 36,205 --------- Total liabilities and equity. $ 376,671 ========= Net interest income.............. $ 10,576 ======== Net interest rate spread(2)...... 2.57% ==== Net interest margin (3).......... 2.95 Ratio of average interest-earning assets to average interest- bearing liabilities............ 108.31 ---------- (1) Balance is net of deferred loan fees, loan discounts and loans in process. Nonaccrual loans are included in the balances. (2) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. (3) Net interest margin represents net interest income divided by average total interest-earning assets. (4) Includes interest-bearing deposits of $13,026,000 and securities available for sale of $22,552.000. (5) Includes interest-bearing deposits of $16,910,000 and securities available for sale of $25,234,000. (6) Includes interest-bearing deposits of $9,984,000 and securities available for sale of $34,755,000. (7) Includes interest-bearing deposits of $4,392,000 and securities available for sale of $46,705,000. (8) Includes loan fee amortization of $34,000, $54,000 and $60,000 for the years ended December 31, 2002, 2001 and 2000. Rate/Volume Analysis 18 The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in average volume (changes in average volume multiplied by old rate); (ii) changes in rates (changes in rate multiplied by old average volume); (iii) changes in rate-volume (changes in rate multiplied by the changes in average volume); and (iv) the net change.
Year Ended Year Ended December 31, 2002 December 31, 2001 Compared to Compared to Year Ended Year Ended December 31, 2001 December 31, 2000 -------------------------------------------- ----------------------------------------- Increase/(Decrease) Increase/(Decrease) Due to Due to ------------------------------- Total ----------------------------- Total Rate/ Increase Rate/ Increase Volume Rate Volume (Decrease) Volume Rate Volume (Decrease) -------- -------- ------- ---------- ------- -------- ------ ---------- (In thousands) Interest income: First mortgage loans.................. $ 1,227 $ (964) $ (57) $ 206 $ 288 $ 28 $ 0 $ 316 Consumer loans........................ 332 (234) (18) 80 653 34 6 693 Investment securities................. (277) (459) (84) (820) (376) (344) (73) (793) ------- ------- ------ ------- ------ ------ ----- ------ Total interest-earning assets...... $ 1,282 $(1,657) $ (159) $ (534) $ 565 $ (282) $ (67) $ 216 ======= ======= ====== ======= ====== ====== ===== ====== Interest expense: NOW and money market savings.......... $ 58 $ (689) $ (33) $ (664) $ 261 $ (182) $ (40) $ 39 Passbook savings...................... 52 (116) (17) (81) (56) (75) 9 (122) Certificate of deposits............... 97 (1,799) (17) (1,719) (314) 84 (2) (232) Borrowed funds........................ 431 (521) (49) (139) 264 (134) (8) 122 ------- ------- ------ ------- ------ ------ ----- ------ Total interest-bearing liabilities. 638 (3,125) (116) (2,603) 155 (307) (41) (193) ------- ------- ------ ------- ------ ------ ----- ------ Net change in net interest income......... $ 644 $ 1,468 $ (43) $ 2,069 $ 321 $ 140 $ (52) $ 409 ======= ======= ====== ======= ====== ====== ===== ======
19 Comparison of Financial Condition as of December 31, 2002, December 31, 2001 and December 31, 2000 Total assets increased $24.5 million, or 6.5%, to $403.9 million at December 31, 2002 from $379.4 million at December 31, 2001. Interest bearing cash decreased $4.6 million, or 26.2%, from $17.7 million at December 31, 2001 to $13.0 million at December 31, 2002. Securities available for sale decreased $8.5 million, or 27.2%, primarily due to the calls, payments, maturities and sales of U.S. Government agencies, mortgage-backed securities and equity securities, partially offset by the purchase municipal securities. Proceeds of such calls, payments and sales were used to fund asset growth. Total loans receivable, net, increased by $33.2 million, or 10.8%, to $341.1 million at December 31, 2002 from $308.0 million at December 31, 2001, primarily due to origination of $84.1 million of first mortgage loans secured by one-to four-family residences, purchases and originations of first mortgage loans primarily secured by one-to four-family residences, multifamily residences and commercial real estate loans of $84.4 million, and originations of $28.6 million of second mortgage loans during the year ended December 31, 2002. These originations and purchases were offset in part by payments, prepayments and sales of loans during the year ended December 31, 2002. Deposits increased $8.2 million, or 3.0%, to $277.0 million at December 31, 2002 from $268.8 million at December 31, 2001, primarily reflecting increases in NOW accounts, savings accounts and retail certificates of deposit accounts, offset in part by decreases in money market accounts and certain public funds deposits. Other borrowings, primarily FHLB advances, increased $13.6 million, to $85.0 million at December 31, 2002 from $71.4 million at December 31, 2001. Total shareholders' equity increased $2.8 million to $38.7 million at December 31, 2002 from $35.9 million at December 31, 2001, primarily due to net income and stock options exercised, offset in part by dividends paid to shareholders, funds used for the repurchase of stock and decreased unrealized gains on securities available for sale. Total assets decreased $9.6 million, or 2.5%, from $389.0 million at December 31, 2000 to $379.4 million at December 31, 2001. Interest bearing cash increased $11.3 million, or 178.8%, from $6.3 million at December 31, 2000 to $17.7 million at December 31, 2001. Securities available for sale decreased $12.0 million, or 27.6%, primarily due to the calls, payments and maturities on U.S. Government agencies and mortgage-backed securities, partially offset by the purchase of preferred stock, a mutual fund and municipal securities. Total loans receivable, net, decreased by $10.0 million, or 3.2%, from $318.0 million at December 31, 2000 to $308.0 million at December 31, 2001, primarily due to payments, prepayments and sales of loans during the year ended December 31, 2001. These payments, prepayments and sales of loans were offset in part by the origination of $83.3 million of first mortgage loans secured by one-to four-family residences, purchases and originations of first mortgage loans primarily secured by one-to four- family residences, multifamily residences and commercial real estate loans of $27.8 million, and originations of $27.0 million of second mortgage loans. Deposits increased $7.6 million, or 2.8%, from $261.2 million at December 31, 2000 to $268.8 million at December 31, 2001, primarily reflecting increases in NOW accounts, money market accounts and retail certificates of deposit accounts, offset in part by a decrease of $9.1 million in certain public funds deposits. Other borrowings, primarily FHLB advances, decreased $17.2 million, from $88.6 million at December 31, 2000 to $71.4 million at December 31, 2001. Total shareholders' equity decreased $485,000 from $36.4 million at December 31, 2000 to $35.9 million at December 31, 2001, primarily due to dividends paid to shareholders and funds used for repurchases of Common Stock offset in part by net income and decreased unrealized losses and increased unrealized gains. Comparison of Results of Operations for the Years Ended December 31, 2002 and 2001 Interest Income. Interest income decreased by $534,000 to $27.0 million for the year ended December 31, 2002 compared to $27.5 million for the year ended December 31, 2001. The decrease in interest income was primarily due to a decrease in the average yield on interest earning assets, offset in part by an increase in the average balance of interest earning assets. The average yield on interest earning assets decreased to 7.10% for the year ended December 31, 2002 from 7.58% for the year ended December 31, 2001, primarily due to a general decrease in market interest rates. The average interest earning assets increased $16.9 million to $379.8 million for the year ended December 31, 2002, from $362.9 million for 2001. The increase in the average balances of interest earning assets primarily reflects increases in the average balances of first mortgage loans, offset in part aby a decrease in the average balance of investment securities. The increases in first mortgage loans were primarily derived from originations of $84.1 million of first mortgage loans secured by one-to four-family residences, purchases and originations of first mortgage loans secured by one-to four-family residences, multifamily residences and commercial real estate of $84.4 million and originations of $28.6 million of second mortgage loans, which originations and purchases were offset in part by payments, prepayments and sales of loans during the year ended December 31, 2002. This reflects the Company's continued emphasis on residential lending. See "-Business Strategy." The decrease in investment securities were primarily from the calls, payments, maturities and sales of investments, partially offset by purchases. 20 Interest Expense. Interest expense decreased by $2.6 million to $13.9 million for the year ended December 31, 2002 compared to $16.5 million for the year ended December 31, 2001. The decrease in interest expense was primarily to a decrease in the average cost of funds, offset in part by an increase in the average balances of interest bearing liabilities. The average cost of funds decreased to 3.95% for the year ended December 31, 2002 from 4.90% for the year ended December 31, 2001, primarily due to a general decrease in market interest rates. The decrease in interest expense was partially offset by a $14.8 million increase in the average balance of interest-bearing liabilities to $352.0 million for the year ended December 31, 2002, from $337.3 million for 2001. The increase in the average balance of interest-bearing liabilities primarily reflects an increase in the NOW, savings, retail certificates of deposits and borrowed funds, offset by a decrease in certain public funds certificates of deposit. The increase in average interest bearing liabilities was used in part to fund asset growth. Net Interest Income. Net interest income before provision for loan losses increased by $2.1 million to $13.1 million for the year ended December 31, 2002 from $11.0 million for the year ended December 31, 2001. The increase in primarily due to an increase in the average balance of interest earning assets and the decrease in the average cost of funds, offset in part by a decrease in the yield on interest earning assets and an increase in the average balance of interest bearing liabilities. The interest rate spread (i.e., the difference in the average yield on assets and average cost of liabilities) increased to 3.15% for the year ended December 31, 2002 from 2.68% for the year ended December 31, 2001. The increase in the spread reflects the general decrease in the overall costs on interest bearing liabilities offset in part by a decrease in the yield on interest earning assets. Provision for Loan Losses. The Company's provision for loan losses was $383,000 and $210,000 for the years ended December 31, 2002 and December 31, 2001, respectively. The increase in the provision for loan loss is primarily due to the increase in nonperforming loans, increases in the loan portfolio and general economic conditions. 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, which includes a significant amount of multifamily and commercial real estate loans, substantially all of which are purchased and are secured by properties located out of state, and other factors related to the collectibility of the Company's loan portfolio. The net charge offs were $148,000 for the year ended December 31, 2002 as compared to $170,000 for the year ended December 31, 2001. The resulting allowance for loan loss was $3.1 million and $2.9 million at December 31, 2002 and December 31, 2001, respectively. The allowance for loan losses as a percentage of total loans receivable decreased to 0.90% at December 31, 2002 from 0.92% at December 31, 2001. The level of nonperforming loans was $643,000 at December 31, 2002 and $276,000 at December 31, 2001. See "Asset Quality". Management believes that the allowance for loan losses is adequate as of December 31, 2002. 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 $636,000, or 12.5%, to $5.7 million for the year ended December 31, 2002 from $5.1 million for the year ended December 31, 2001. The increase is due to increases in fees and service charges, abstract fees and other income. Fees and service increased $382,000 due to an increase in loan prepayment fees. Abstract fees increased $180,000 due to increased sales volume as a result of a general increase in real estate activity. Other income increased $105,000 due to an increase in annuity and mutual fund sales, offset by a decrease in insurance sales. Noninterest Expense. Total non-interest expense increased by $536,000 to $9.6 million for the year ended December 31, 2002 from $9.0 million for the year ended December 31, 2001. The increase is primarily due to an increase in salaries and employee benefits, data processing and other expenses, partially offset by a decrease in goodwill amortization. The increase in salaries and benefits was primarily due to normal salary increases, the opening of the Ankeny office, increases in the Company's contribution to the retirement plan, increases as a result of the employee stock ownership plan, increases in salaries due to mortgage loan volume, increases in salaries due to annuity and mutual fund sales and increases in health insurance costs. The increase in data processing costs was primarily due to normal 21 data processing cost increases, Internet banking costs and an increase in consulting costs. The increase in other expenses was primarily due to the opening of the Ankeny office, marketing expenses, expenses in connection with loan purchases, costs associated with First Iowa and Northridge Apartments Limited Partnership I, office supplies and losses associated with checking accounts, offset in part by a decrease in the costs associated with ATM and debit cards . The Company's efficiency ratio for the year ended December 31, 2002 and 2001 were 51.01% and 56.26%, respectively. The Company's ratio of noninterest expense to average assets for the year ended December 31, 2002 and 2001 were 2.40% and 2.36%, respectively. Income Taxes. Income taxes increased by $606,000 to $3.0 million for the year ended December 31, 2002 as compared to $2.3 million for the year ended December 31, 2001. The increase was principally due to an increase in pre-tax earnings during the 2002 period as compared to the 2001 period, partially offset by a decrease in nondeductible amortization as a result of the Company's adoption of SFAS 142, a reduction in nontaxable interest income and an increase in taxable deductions due to a change in the Company's retirement plan. Net Income. Net income totaled $5.9 million for the year ended December 31, 2002 compared to $4.5 million for the same period in 2001, primarily due to increases in net interest income and noninterest income, offset in part by increases in noninterest expense and income taxes. Comparison of Results of Operations for the Years Ended December 31, 2001 and 2000 Interest Income. Interest income increased by $216,000 to $27.5 million for the year ended December 31, 2001 compared to $27.3 million for the year ended December 31, 2000. The increase in interest income was primarily due to a $4.7 million increase in average interest earning assets to $362.9 million for the year ended December 31, 2001, from $358.2 million for 2000. The increase in the average balances of interest earning assets primarily reflects increases in the average balances of first and second mortgage loans and interest bearing cash, partially offset by decreases in securities available for sale. The increases in first and second mortgage loans were primarily derived from originations of $83.3 million of first mortgage loans secured by one-to four-family residences, purchases and originations of first mortgage loans secured by one-to four-family residences, multifamily residences and commercial real estate of $27.8 million and originations of $27.0 million of second mortgage loans, which originations and purchases were offset in part by payments, prepayments and sales of loans during the year ended December 31, 2001. This reflects the Company's continued emphasis on residential lending. See "-Business Strategy." The increase in interest bearing cash was primarily due to increased liquidity due to the generally lower market interest rate environment. The decreases in available for sale securities were primarily due to the calls, payments and maturities on U.S. Government agencies and mortgage-backed securities, partially offset by the purchase of preferred stock, mutual funds and municipal securities. The average yield on interest earning assets decreased to 7.58% for the year ended December 31, 2001 from 7.62% for the year ended December 31, 2000, primarily due to a general decrease in market interest rates. Interest Expense. Interest expense decreased by $193,000 to $16.5 million for the year ended December 31, 2001 compared to $16.7 million for the year ended December 31, 2000. The decrease in interest expense was primarily to a decrease in the average cost of funds from 5.05% for the year ended December 31, 2000 to 4.90% for the year ended December 31, 2001. The decrease in the average cost of funds was due to a decrease in the average cost of funds in Now, money market, savings and borrowed funds. This decrease is primarily due to a general decrease in market interest rates. The decrease in interest expense was partially offset by a $6.5 million increase in the average balance of interest-bearing liabilities to $337.3 million for the year ended December 31, 2001, from $330.7 million for 2000. The increase in the average balance of interest-bearing liabilities primarily reflects an increase in the money market and borrowed funds, offset by decreases in savings accounts and certificates of deposit. The increase in money market was due to the offering of a premium money market account during the year ended December 31, 2000. The increase in borrowed funds was due to the borrowing of funds in part to fund the corresponding asset growth. The decreases in certificates of deposits is primarily due to a decrease in the average balance of deposits of certain public funds, offset in part by an increase in retail certificates of deposit. Net Interest Income. Net interest income before provision for loan losses increased by $409,000 to $11.0 million for the year ended December 31, 2001 from $10.6 million for the year ended December 31, 2000. The increase in primarily due to an increase in the average balance of interest earning assets and the decrease in the cost of the average interest-bearing liabilities. The interest rate spread (i.e., the difference in the average yield on assets and 22 average cost of liabilities) increased to 2.68% for the year ended December 31, 2001 from 2.57% for the year ended December 31, 2000. The increase in the spread reflects the general decrease in the overall costs on interest bearing liabilities offset in part by a decrease in the yield on interest bearing assets. Provision for Loan Losses. The Company's provision for loan losses was $210,000 and $120,000 for the years ended December 31, 2001 and December 31, 2000, respectively. The increase in the provision for loan loss is primarily due to the increase in nonperforming assets, increases in net charge-offs and general economic conditions. 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, which includes a significant amount of multifamily and commercial real estate loans, substantially all of which are purchased and are secured by properties located out of state, and other factors related to the collectibility of the Company's loan portfolio. The net charge offs were $170,000 for the year ended December 31, 2001 as compared to $53,000 for the year ended December 31, 2000. The resulting allowance for loan loss was $2.9 million and $2.8 million at December 31, 2001 and December 31, 2000, respectively. The allowance for loan losses as a percentage of total loans receivable increased to 0.92% at December 31, 2001 from 0.88% at December 31, 2000. The level of nonperforming assets has increased to $1.4 million at December 31, 2001 from $1.1 million at December 31, 2000. See "Asset Quality". Management believes that the allowance for loan losses is adequate as of December 31, 2001. 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 $1.1 million, or 26.9%, to $5.1 million for the year ended December 31, 2001 from $4.0 million for the year ended December 31, 2000. The increase is due to increases in fees and service charges, abstract fees and mortgage banking fees, partially offset by an decrease in other income. Fees and service increased $401,000 due to increases in overdraft fees on NOW accounts and loan prepayment fees. Abstract fees increased $273,000 due to increased sales volume as a result of a general increase in real estate activity. Mortgage banking fees increased $548,000 due in part to lower interest rates during the year ended December 31, 2001. Other income decreased $142,000 due to decreases in annuity sales, mutual fund sales and gain on the sale of foreclosed real estate, offset in part by an increase in insurance sales. Other income for the year ended December 31, 2000 also reflects interest income on a disputed income tax item and there was no such item for the year ended December 31, 2001. Noninterest Expense. Total non-interest expense increased by $460,000 to $9.0 million for the year ended December 31, 2001 from $8.6 million for the year ended December 31, 2000. The increase is primarily due to an increase in salaries and employee benefits and premises and equipment. The increase in salaries and benefits was primarily due to normal salary increases, increases in the number of employees and increases as a result of the employee stock ownership plan. The increase in premises and equipment was primarily due to an increase in depreciation expense relating to office remodeling, increases in property taxes and normal cost increases. The Company's efficiency ratio for the year ended December 31, 2001 and 2000 were 56.26% and 58.85%, respectively. The Company's ratio of noninterest expense to average assets for the year ended December 31, 2001 and 2000 were 2.36% and 2.28%, respectively. Income Taxes. Income taxes increased by $474,000 to $2.3 million for the year ended December 31, 2001 as compared to $1.9 million for the year ended December 31, 2000. The increase was principally due to an increase in pre-tax earnings during the 2001 period as compared to the 2000 period and an income tax benefit of $100,000 received for the year ended December 31, 2000 due to a state franchise tax refund related to an issue that had been under dispute for several years. Net Income. Net income totaled $4.5 million for the year ended December 31, 2001 compared to $4.0 million for the same period in 2000, primarily due to increases in net interest income and noninterest income, offset in part by increases in noninterest expense and income taxes. 23 Impact of Inflation and Changing Prices The consolidated financial statements of the Company and notes thereto, presented elsewhere herein, have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations. Unlike most industrial companies, nearly all the assets and liabilities are monetary. As a result, interest rates have a greater impact on the Company's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. 24 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS INDEPENDENT AUDITOR'S REPORT................................................26 FINANCIAL STATEMENTS Consolidated statements of financial condition.............................27 Consolidated statements of income..........................................28 Consolidated statements of shareholders' equity............................29 Consolidated statements of cash flows......................................30 Notes to consolidated financial statements.................................32 25 [GRAPHIC OMITTED] Independent Auditor's Report To the Board of Directors North Central Bancshares, Inc. Fort Dodge, Iowa We have audited the accompanying consolidated statements of financial condition of North Central Bancshares, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, stockholders' equity and cash flows for the years ended December 31, 2002, 2001, and 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of North Central Bancshares, Inc. and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years ended December 31, 2002, 2001, and 2000, in conformity with accounting principles generally accepted in the United States of America. /s/McGladrey & Pullen, LLP Des Moines, Iowa January 30, 2003 McGladrey & Pullen, LLP is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. 26 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, 2002 and 2001
ASSETS 2002 2001 ----------------------------------------------------------------------------------------------------------- Cash and due from banks (Note 20): Interest-bearing $ 13,025,657 $ 17,650,064 Noninterest-bearing 2,142,944 2,258,838 ------------- ------------- Total cash and cash equivalents 15,168,601 19,908,902 Securities available-for-sale (Notes 2 and 8) 22,833,742 31,365,731 Loans receivable, net (Notes 3, 4, 8, and 14) 341,146,364 307,981,424 Loans held for sale 2,372,134 1,605,710 Accrued interest receivable (Note 5) 1,928,278 1,913,557 Foreclosed real estate 768,726 1,073,873 Premises and equipment, net (Note 6) 8,195,963 6,797,505 Rental real estate 2,197,382 1,681,337 Title plant 925,256 925,256 Goodwill (Note 1) 4,970,800 4,970,800 Deferred taxes (Note 9) 608,657 484,904 Prepaid expenses and other assets 2,755,778 666,228 -------------------------------------- Total assets $ 403,871,681 $ 379,375,227 ====================================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits (Note 7) $ 277,000,082 $ 268,813,731 Borrowed funds (Note 8) 85,026,438 71,412,723 Advances from borrowers for taxes and insurance (Note 4) 1,512,114 1,589,314 Dividends payable 295,250 256,587 Income taxes payable 63,553 78,711 Accrued expenses and other liabilities 1,226,040 1,311,412 -------------------------------------- Total liabilities 365,123,477 343,462,478 -------------------------------------- COMMITMENTS AND CONTINGENCIES (Notes 13 and 16) STOCKHOLDERS' EQUITY (Notes 11 and 16) Common stock, $.01 par value, authorized 15,500,000 shares; issued and outstanding 2002 1,640,280 shares; 2001 1,700,280 shares 16,403 17,003 Preferred stock, $.01 par value, authorized 3,000,000 shares; none issued and outstanding - - Additional paid-in capital 17,011,095 16,780,875 Retained earnings, substantially restricted (Note 9) 21,862,248 19,402,706 Unearned shares, employee stock ownership plan (Note 10) (318,097) (477,826) Accumulated other comprehensive income 176,555 189,991 -------------------------------------- Total stockholders' equity 38,748,204 35,912,749 -------------------------------------- Total liabilities and stockholders' equity $ 403,871,681 $ 379,375,227 ======================================
See Notes to Consolidated Financial Statements. 27 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------------------------------------------------------------------------------------------------------- Interest income: Loans receivable: First mortgage loans $ 21,107,541 $ 20,902,405 $ 20,585,997 Consumer loans 4,448,629 4,369,468 3,676,669 Securities and cash deposits (Note 2) 1,409,314 2,227,695 3,020,781 ------------------------------------------------- 26,965,484 27,499,568 27,283,447 ------------------------------------------------- Interest expense: Deposits (Note 7) 9,489,921 11,953,966 12,268,726 Other borrowed funds 4,420,959 4,559,807 4,437,894 ------------------------------------------------- 13,910,880 16,513,773 16,706,620 ------------------------------------------------- Net interest income 13,054,604 10,985,795 10,576,827 Provision for loan losses (Note 3) 383,000 210,000 120,000 ------------------------------------------------- Net interest income after provision for loan losses 12,671,604 10,775,795 10,456,827 ------------------------------------------------- Noninterest income: Fees and service charges 2,375,228 1,992,794 1,591,780 Abstract fees 1,686,271 1,506,099 1,233,091 Mortgage banking income 746,983 778,923 231,170 Gain (loss) on sale of securities available-for-sale, net (523) (933) 42 Other income 921,125 815,733 957,935 ------------------------------------------------- Total noninterest income 5,729,084 5,092,616 4,014,018 ------------------------------------------------- Noninterest expense: Salaries and employee benefits (Note 10) 5,223,411 4,500,178 4,103,419 Premises and equipment 1,192,153 1,226,056 1,091,653 Data processing 544,169 470,147 455,389 SAIF deposit insurance premiums 47,443 50,393 55,332 Goodwill amortization (Note 1) - 472,290 472,290 Other expenses (Note 12) 2,575,019 2,327,073 2,408,276 ------------------------------------------------- Total noninterest expense 9,582,195 9,046,137 8,586,359 ------------------------------------------------- Income before income taxes 8,818,493 6,822,274 5,884,486 Provision for income taxes (Note 9) 2,953,332 2,347,411 1,873,369 ------------------------------------------------- Net income $ 5,865,161 $ 4,474,863 $ 4,011,117 ================================================= Basic earnings per common share (Note 17) $ 3.58 $ 2.54 $ 2.04 Earnings per common share - assuming dilution (Note 17) 3.37 2.41 2.00 Dividends declared per common share 0.72 0.60 0.50
See Notes to Consolidated Financial Statements. 28 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Years Ended December 31, 2002, 2001, and 2000
Unearned Shares, Additional Employee Stock Comprehensive Common Paid-in Retained Ownership Income Stock Capital Earnings Plan ----------------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1999 $40,111 $38,278,872 $30,290,488 $(825,484) Comprehensive income: Net income $4,011,117 - - 4,011,117 - Other comprehensive income, net of tax (Note 2) 673,798 - - - - --------------- Total comprehensive income $4,684,915 =============== Purchase of treasury stock - - - - Dividends on common stock - - (955,753) - Effect of contribution to employee stock ownership plan - 108,723 - 178,572 Issuance of treasury stock - (9,280) - - ---------------------------------------------------------- Balance, December 31, 2000 40,111 38,378,315 33,345,852 (646,912) Comprehensive income: Net income $4,474,863 - - 4,474,863 - Other comprehensive income, net of tax (Note 2) 437,331 - - - - --------------- Total comprehensive income $4,912,194 =============== Purchase of treasury stock - - - - Dividends on common stock - - (1,044,562) - Retirement of treasury stock (23,460) (22,355,549) (17,373,447) - Effect of contribution to employee stock ownership plan - 200,821 - 169,086 Issuance of common stock 352 557,288 - - ---------------------------------------------------------- Balance, December 31, 2001 17,003 16,780,875 19,402,706 (477,826) Comprehensive income: Net income $5,865,161 - - 5,865,161 - Other comprehensive (loss), net of tax (Note 2) (13,436) - - - - --------------- Total comprehensive income $5,851,725 =============== Purchase of treasury stock - - - - Dividends on common stock - - (1,167,291) - Retirement of treasury stock (1,331) (1,329,669) (2,238,328) - Effect of contribution to employee stock ownership plan - 277,255 - 159,729 Issuance of common stock 731 1,282,634 - - ---------------------------------------------------------- Balance, December 31, 2002 $16,403 $17,011,095 $21,862,248 $(318,097) ==========================================================
Accumulted Other Total Comprehensive Treasury Stockholders' Income (Loss) Stock Equity ------------------------------------------------------------------------------------------------------------ Balance, December 31, 1999 $(921,138) $(28,735,925) $ 38,126,924 Comprehensive income: Net income - - 4,011,117 Other comprehensive income, net of tax (Note 2) 673,798 - 673,798 Total comprehensive income Purchase of treasury stock - (5,799,736) (5,799,736) Dividends on common stock - - (955,753) Effect of contribution to employee stock ownership plan - - 287,295 Issuance of treasury stock - 63,750 54,470 ---------------------------------------------- Balance, December 31, 2000 (247,340) (34,471,911) 36,398,115 Comprehensive income: Net income - - 4,474,863 Other comprehensive income, net of tax (Note 2) 437,331 - 437,331 Total comprehensive income Purchase of treasury stock - (5,280,545) (5,280,545) Dividends on common stock - - (1,044,562) Retirement of treasury stock - 39,752,456 - Effect of contribution to employee stock ownership plan - - 369,907 Issuance of common stock - - 557,640 ---------------------------------------------- Balance, December 31, 2001 189,991 - 35,912,749 Comprehensive income: Net income - - 5,865,161 Other comprehensive (loss), net of tax (Note 2) (13,436) - (13,436) Total comprehensive income Purchase of treasury stock - (3,569,328) (3,569,328) Dividends on common stock - (1,167,291) Retirement of treasury stock - 3,569,328 - Effect of contribution to employee stock ownership plan - - 436,984 Issuance of common stock - - 1,283,365 ---------------------------------------------- Balance, December 31, 2002 $ 176,555 $ - $ 38,748,204 ==============================================
See Notes to Consolidated Financial Statements. 29 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 --------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 5,865,161 $ 4,474,863 $ 4,011,117 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 383,000 210,000 120,000 Depreciation 721,762 743,796 668,945 Amortization and accretion 268,424 639,003 488,021 Deferred taxes (114,715) (193,638) (38,062) Effect of contribution to employee stock ownership plan 436,984 369,907 287,295 Gain on sale of foreclosed real estate and loans, net (743,017) (776,179) (66,744) (Gain) loss on sale of securities available-for-sale, net 523 933 (42) Loss on disposal of equipment 5,923 11,396 28,297 Proceeds from sales of loans held for sale 53,645,852 50,087,483 13,261,815 Originations of loans held for sale (53,665,293) (50,415,883) (13,424,638) Change in assets and liabilities: Accrued interest receivable (14,721) 343,596 (174,555) Income taxes receivable - 209,995 (209,995) Prepaid expenses and other assets (2,123,150) (268,258) 28,802 Income taxes payable (15,158) 78,711 (74,214) Accrued expenses and other liabilities (85,372) 28,917 227,267 --------------------------------------------------------- Net cash provided by operating activities 4,566,203 5,544,642 5,133,309 --------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in originated loans 51,036,816 36,679,436 (11,278,698) Purchase of loans (84,619,011) (27,784,114) (19,625,170) Proceeds from sale of securities available-for-sale 750,227 220,125 224,792 Purchase of securities available-for-sale (322,763) (7,293,386) (1,594,100) Proceeds from maturities and calls of securities available-for-sale 8,053,186 19,714,516 8,712,985 Purchase of premises, equipment, and rental real estate (2,609,603) (834,613) (2,171,097) Proceeds from sale of equipment 1,015 18,376 258,289 Other 95,354 (193,518) 80,860 --------------------------------------------------------- Net cash provided by (used in) investing activities (27,614,779) 20,526,822 (25,392,139) ---------------------------------------------------------
(Continued) 30 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $ 8,186,351 $ 7,647,085 $ (9,864,145) Net increase (decrease) in advances from borrowers for taxes and insurance (77,200) 271,245 114,044 Net (decrease) in short-term borrowings (250,000) (4,750,000) (9,000,000) Proceeds from other borrowed funds 39,500,000 11,000,000 64,000,000 Payments of other borrowed funds (25,636,285) (23,429,503) (22,123,063) Purchase of treasury stock (3,569,328) (5,280,545) (5,799,736) Proceeds from issuance of common stock 1,283,365 557,640 54,470 Dividends paid (1,128,628) (1,028,210) (941,692) --------------------------------------------------------- Net cash provided by (used in) financing activities 18,308,275 (15,012,288) 16,439,878 --------------------------------------------------------- Net change in cash and cash equivalents (4,740,301) 11,059,176 (3,818,952) CASH AND CASH EQUIVALENTS Beginning 19,908,902 8,849,726 12,668,678 --------------------------------------------------------- Ending $ 15,168,601 $ 19,908,902 $ 8,849,726 ========================================================= SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION Cash payments for: Interest paid to depositors $ 9,782,295 $ 12,081,559 $ 12,075,178 Interest paid on borrowings 4,421,374 4,610,964 4,461,883 Income taxes 2,712,103 2,127,615 2,195,640
See Notes to Consolidated Financial Statements. 31 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 1. Significant Accounting Policies Organization, nature of business and basis of presentation: North Central Bancshares, Inc., (the Company), an Iowa corporation, is a unitary savings and loan holding company that owns 100% of the outstanding stock of First Federal Savings Bank of Iowa (the Bank), which is a federally chartered stock savings bank that conducts its operations from its main office located in Fort Dodge, Iowa, and eight branch offices located in Fort Dodge, Nevada, Ames, Perry, Ankeny, Burlington, and Mt. Pleasant, Iowa. Principles of consolidation: The consolidated financial statements, as described above, include the accounts of the Company and its wholly-owned subsidiary, the Bank and the Bank's wholly-owned subsidiaries, First Federal Investment Services, Inc. (which sells insurance, annuity products, and mutual funds), First Iowa Title Services, Inc. (which provides real estate abstracting services), Northridge Apartments Limited Partnership and Northridge Apartments Limited Partnership II (which own multifamily apartment buildings). All significant intercompany balances and transactions have been eliminated in consolidation. Accounting estimates and assumptions: The preparation of financial statements in conformity with accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate, deferred tax assets, and fair value of financial instruments. Revenue recognition: Interest income and expense is recognized on the accrual method based on the respective outstanding balances. Other revenue is recognized at the time the service is rendered. Cash, cash equivalents and cash flows: For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks. Cash flows from loans and deposits are reported net. Securities available-for-sale: Securities classified as available-for-sale are those debt and equity securities the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available-for-sale are reported at fair value with unrealized gains or losses reported as a separate component of other comprehensive income (loss), net of the related deferred tax effect. The amortization of premiums and accretion of discounts is computed by the interest method over their contractual lives, are recognized in interest income. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Loans held for sale: Loans held for sale are those loans held with the intent to sell in the foreseeable future. They are carried at the lower of aggregate cost or market value. Sales are made without recourse and any gain or loss is recognized at the settlement date. 32 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Loans receivable: Loans receivable are stated at unpaid principal balances, adjusted for the allowance for loan losses, net deferred loan origination costs (fees), and net unearned premiums (discounts). Interest is accrued daily on the outstanding principal balance. The allowance for loan losses is increased by provisions charged to income and reduced by charge-offs, net of recoveries. Management's periodic evaluation of the adequacy of the allowance is based on the Bank's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral, and current economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. Uncollectible interest on loans that are contractually past due is charged-off or an allowance is established based on management's periodic evaluation, generally when loans become 90 days past due. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received until, in management's judgment, the borrower's ability to make periodic interest and principal payments is no longer in doubt, in which case the loan is returned to accrual status. A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Loan fees and certain direct loan origination costs are deferred, and the net fee or cost is recognized as an adjustment to interest income using the interest method over the contractual life of the loans, adjusted for estimated prepayments based on the Bank's historical prepayment experience. Premiums (discounts) on first mortgage loans purchased are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Foreclosed real estate: Real estate properties acquired through loan foreclosure are initially recorded at the lower of cost or fair value less selling costs at the date of foreclosure. Costs relating to development and improvement of property are capitalized, whereas costs relating to the holding of property are expensed. Valuations are periodically performed by management, and an allowance for losses is established by a charge to income if the carrying value of a property exceeds its fair value less estimated selling costs. Premises and equipment: Premises and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed primarily by straight-line and double-declining balance methods over the estimated useful lives of the assets. Rental real estate: Rental real estate is comprised of low-income housing, multifamily apartment buildings and equipment, which is stated at cost, net of accumulated depreciation. Depreciation is computed primarily by the straight-line and double-declining balance methods over the estimated useful lives of the assets. 33 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Title plant: Title plant is carried at cost and, in accordance with FASB Statement No. 61, is not depreciated. Costs incurred to maintain and update the title plant are expensed as incurred. Goodwill: Prior to January 1, 2002, goodwill had been amortized over 10-15 years using the straight-line method. As of January 1, 2002, the Company adopted SFAS 142 that eliminated the amortization and required a goodwill impairment test. The Company completed the goodwill impairment test and has determined that there has been no impairment of goodwill. Had provisions of SFAS 142 been applied in fiscal years 2001 and 2000, the Company's net income and net income per share would have been as follows:
Year Ended December 31, 2001 Year Ended December 31, 2000 ----------------------------------------------------------------------------------- Basic Diluted Basic Diluted Net Earnings Earnings Net Earnings Earnings Income Per Share Per Share Income Per Share Per Share ----------------------------------------------------------------------------------- Net Income: As reported $ 4,474,863 $ 2.54 $ 2.41 $ 4,011,117 $ 2.04 $ 2.00 Add: Goodwill amortization 472,290 0.27 0.25 472,290 0.24 0.23 ----------- ------- ------- ----------- ------- ------- Pro forma net income $ 4,947,153 $ 2.81 $ 2.66 $ 4,483,407 $ 2.28 $ 2.23 =========== ======= ======= =========== ======= =======
Income taxes: Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the reported amounts of assets and liabilities and their income tax bases. Income taxes are allocated to the Company and its subsidiaries based on each entity's income tax liability as if it filed a separate return. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets, will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Comprehensive income: Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income. Gains and losses on available-for-sale securities are reclassified to net income as the gains or losses are realized upon sale of the securities. Other-than-temporary impairment charges are reclassified to net income at the time of the charge. Earnings per share: Basic earnings per common share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the periods presented. The earnings per common share amounts - assuming dilution were computed using the weighted average number of shares outstanding during the periods presented, adjusted for the effect of dilutive potential common shares outstanding, which consists of stock options granted. In accordance with Statement of Position 93-6, shares owned by the ESOP that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share. 34 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Operating segments: The Company uses the "management approach" for reporting information about segments in annual and interim financial statements. The management approach is based on the way the chief operating decision-maker organizes segments within a company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure and any other manner in which management disaggregates a company. Based on the "management approach" model, the Company has determined that its business is comprised of a single operating segment. Stock-option plan: FASB Statement No. 123, Accounting for Stock-Based Compensation, establishes a fair value based method for financial accounting and reporting for stock-based employee compensation plans and for transactions in which an entity issues its equity instruments to acquire goods and services from nonemployees. However, the standard allows compensation to continue to be measured by using the intrinsic value based method of accounting prescribed by APB No. 25, Accounting for Stock Issued to Employees, but requires expanded disclosures. The Company has elected to apply the intrinsic value based method of accounting for stock options issued to employees. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of grant over the amount an employee must pay to acquire the stock. Had compensation cost for the Plan been determined based on the grant date fair values of awards (the method described in FASB Statement No. 123), the approximate 2002, 2001, and 2000, reported net income and earnings per common share would have been decreased to the pro forma amounts shown below:
2002 2001 2000 -------------------------------------------------- Net income, as reported: $ 5,865,161 $ 4,474,863 $ 4,011,117 Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects (110,585) (183,477) (199,956) -------------------------------------------------- Pro forma net income 5,754,576 4,291,386 3,811,161 ================================================== Earnings per common share - basic: As reported 3.58 2.54 2.04 Pro forma 3.51 2.43 1.94 Earnings per common share - assuming dilution: As reported 3.37 2.41 2.00 Pro forma 3.31 2.31 1.90
The fair values of the grants are estimated at the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions for grants in 2002, 2001, and 2000, respectively: dividend rate of 3.5%, 3.2% and 3.2%, price volatility of 20%, 22% and 21%, risk-free interest rates of 4.92%, 4.93% and 6.49%, and expected lives of eight years for all years. 35 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Fair value of financial instruments: The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a fixed liquidation. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. FASB Statement No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments: Cash and due from banks: The carrying amount of cash and due from banks represents the fair value. Securities: Fair values for all securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans: For variable-rate loans that reprice frequently and have experienced no significant change in credit risk, fair values are based on carrying values. Fair values for all other loans are estimated based on discounted cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. Loans held for sale: Fair values are based on quoted market prices of similar loans sold on the secondary market. Deposits: Fair values disclosed for demand, NOW, savings, and money market savings deposits equal their carrying amounts, which represent the amount payable on demand. Fair values for certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregate expected monthly maturities on time deposits. Borrowed funds: The fair value of borrowed funds is estimated based on discounted cash flows using currently available borrowing rates. Accrued interest receivable and payable: The fair values of both accrued interest receivable and payable are their carrying amounts. Commitments to extend credit: The fair values of commitments to extend credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and creditworthiness of the counterparties. At December 31, 2002 and 2001, the carrying amount and fair value of the commitments were not significant. 36 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 2. Securities Securities available-for-sale as of December 31, 2002 were as follows:
Gross Gross Amortized Unrealized Unrealized Cost Gains (Losses) Fair Value ------------------------------------------------------------------ Equity securities: Mutual fund $ 2,000,000 $ - $ - $ 2,000,000 Federal Home Loan Bank stock 4,478,100 - - 4,478,100 FHLMC preferred stock 5,499,000 50,000 (319,000) 5,230,000 FNMA preferred stock 1,000,000 22,500 - 1,022,500 Other 2,100 1,298 - 3,398 ------------------------------------------------------------------ 12,979,200 73,798 (319,000) 12,733,998 ------------------------------------------------------------------ Debt securities: State and local obligations 5,736,867 336,652 (81) 6,073,438 Mortgage-backed securities 3,836,033 190,273 - 4,026,306 ------------------------------------------------------------------ 9,572,900 526,925 (81) 10,099,744 ------------------------------------------------------------------ $ 22,552,100 $ 600,723 $ (319,081) $ 22,833,742 ==================================================================
Securities available-for-sale as of December 31, 2001, were as follows:
Gross Gross Amortized Unrealized Unrealized Cost Gains (Losses) Fair Value ------------------------------------------------------------------ Equity securities: Mutual fund $ 2,000,000 $ 2,012 $ - $ 2,002,012 Federal Home Loan Bank stock 4,428,700 - - 4,428,700 FHLMC preferred stock 5,998,375 11,000 (58,375) 5,951,000 FNMA preferred stock 5,384,375 34,405 - 5,418,780 Other 253,475 27,148 (1,605) 279,018 ------------------------------------------------------------------- 18,064,925 74,565 (59,980) 18,079,510 ------------------------------------------------------------------ Debt securities: U.S. Government agencies 998,019 5,369 - 1,003,388 State and local obligations 5,784,610 167,909 (911) 5,951,608 Mortgage-backed securities 6,214,062 117,163 - 6,331,225 ------------------------------------------------------------------- 12,996,691 290,441 (911) 13,286,221 ------------------------------------------------------------------ $ 31,061,616 $ 365,006 $ (60,891) $ 31,365,731 ==================================================================
No ready market exists for Federal Home Loan Bank stock, and it has no quoted market value. For disclosure purposes, such stock is assumed to have a fair value which is equal to cost. Securities available-for-sale with a carrying amount of approximately $522,000 and $705,000 at December 31, 2002 and 2001, respectively, were pledged on deposit accounts. 37 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The amortized cost and fair value of debt securities as of December 31, 2002, by contractual maturity are shown below. Certain securities have call features, which allow the issuer to call the security prior to maturity. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties. Therefore, these securities are not included in the maturity categories in the following maturity summary: Securities Available-for-Sale --------------------------------------- Amortized Cost Fair Value --------------------------------------- Due in one year or less $ 531,616 $ 537,605 Due from one to five years 1,567,710 1,629,488 Due from five to ten years 2,860,999 3,038,140 Due after ten years 776,542 868,205 Mortgage-backed securities 3,836,033 4,026,306 --------------------------------------- $ 9,572,900 $ 10,099,744 ======================================= Gross gains of $26,352, $800 and $42 were realized on the sale of securities available-for-sale in 2002, 2001, and 2000, respectively. Gross losses of $26,875 and $1,733 were realized on the sale of securities available-for-sale in 2002 and 2001, respectively. There were no gross losses on the sale of securities available-for-sale in 2000. Included in the interest income on securities and cash deposits was dividend income of $550,306, $827,994 and $812,366 for the years ended December 31, 2002, 2001 and 2000, respectively. The components of other comprehensive income (loss) - net unrealized gains (losses) on available-for-sale securities for the years ended December 31, 2002, 2001, and 2000, were as follows:
2002 2001 2000 --------------------------------------------------- Unrealized holding gains (losses) arising during the period $ (22,997) $ 702,045 $1,076,046 Less reclassification adjustment for net gains (losses) realized in net income (523) (933) 42 --------------------------------------------------- Net unrealized gains (losses) before tax (expense) benefit (22,474) 702,978 1,076,004 Tax (expense) benefit 9,038 (265,647) (402,206) --------------------------------------------------- Other comprehensive income (loss) - net unrealized gains (losses) on securities $ (13,436) $ 437,331 $ 673,798 ===================================================
38 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 3. Loans Receivable Loans receivable at December 31, 2002 and 2001, are summarized as follows:
2002 2001 ------------------------------------- First mortgage loans: Secured by one-to four-family residences $ 146,457,845 $ 158,058,698 Secured by: Multifamily properties 70,778,861 74,396,461 Commercial properties 71,251,023 25,722,206 Construction loans 2,293,998 3,489,674 ------------------------------------- Total first mortgage loans 290,781,727 261,667,039 ------------------------------------- Consumer loans: Automobile 10,114,605 9,405,642 Second mortgage 38,239,932 35,619,272 Other 5,437,535 5,134,395 ------------------------------------- Total consumer loans 53,792,072 50,159,309 ------------------------------------- Total loans 344,573,799 311,826,348 Undisbursed portion of construction loans (928,855) (1,054,645) Unearned premiums, net 623,051 37,291 Net deferred loan origination (fees) costs, net (3,237) 55,627 Allowance for loan losses (3,118,394) (2,883,197) ------------------------------------- $ 341,146,364 $ 307,981,424 =====================================
Activity in the allowance for loan losses is summarized as follows for the years ended December 31:
2002 2001 2000 ------------------------------------------------------ Balance, beginning $ 2,883,197 $ 2,843,149 $ 2,776,539 Provision charged to income 383,000 210,000 120,000 Loans charged-off (161,842) (182,954) (55,923) Recoveries 14,039 13,002 2,533 ------------------------------------------------------ Balance, ending $ 3,118,394 $ 2,883,197 $ 2,843,149 ======================================================
39 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The following is a summary of information pertaining to impaired loans and nonaccrual loans: December 31, ---------------------------------- 2002 2001 ---------------------------------- Impaired loans without a valuation allowance $ - $ - Impaired loans with a valuation allowance 642,967 276,680 ---------------------------------- Total impaired loans $ 642,967 $ 276,680 ================================== Valuation allowance related to impaired loans $ 121,737 $ 58,074 ================================== Average investment in impaired loans $ 579,763 $ 960,037 ================================== Nonaccrual loans $ 642,967 $ 276,680 ================================== Interest income recognized on impaired loans is insig The Bank has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, executive officers and their immediate families (commonly referred to as related parties), all of which have been, in the opinion of management, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others. Activity in loans receivable from certain executive officers and directors of the Company consisted of the following for the years ended December 31, 2002 and 2001: 2002 2001 -------------------------------- Beginning balance $ 1,998,872 $ 1,914,673 New loans 653,000 752,336 Change in status (37,971) (378,491) Repayments (686,174) (289,646) -------------------------------- Ending balance $ 1,927,727 $ 1,998,872 ================================ Note 4. Loan Servicing Mortgage loans serviced for FHLMC and other banks are not included in the accompanying consolidated statements of financial condition. The unpaid principal balances of these loans at December 31, 2002 and 2001 are $31,859,427 and $15,788,607, respectively. Custodial escrow balances maintained in connection with the foregoing loan servicing were $217,884 and $123,746 at December 31, 2002 and 2001, respectively. 40 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 5. Accrued Interest Receivable Accrued interest receivable at December 31 is summarized as follows: 2002 2001 ------------------------------- Securities $ 78,117 $ 135,802 Loans receivable 2,024,127 1,890,812 ------------------------------- 2,102,244 2,026,614 Less allowance for uncollectible interest 173,966 113,057 ------------------------------- $ 1,928,278 $ 1,913,557 =============================== Note 6. Premises and Equipment Premises and equipment consisted of the following at December 31: 2002 2001 -------------------------------- Land $ 2,268,985 $ 1,626,371 Buildings and improvements 6,042,167 5,936,486 Construction in progress 871,865 - Leasehold improvements 35,259 35,259 Furniture, fixtures and equipment 3,150,595 2,534,375 Vehicles 96,990 89,341 -------------------------------- 12,465,861 10,221,832 Less accumulated depreciation 4,269,898 3,424,327 -------------------------------- $ 8,195,963 $ 6,797,505 ================================ Note 7. Deposits Deposits at December 31 were as follows: 2002 2001 -------------------------------- Demand and NOW accounts: Noninterest bearing $ 8,156,198 $ 6,864,090 Interest-bearing 36,373,805 33,766,629 Savings accounts 25,692,683 21,878,031 Money market savings 23,747,823 28,096,329 Certificates of deposit 183,029,573 178,208,652 -------------------------------- $ 277,000,082 $ 268,813,731 ================================ 41 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- At December 31, 2002, scheduled maturities of certificates of deposit were as follows: 2003 $ 67,871,551 2004 55,883,789 2005 18,971,107 2006 18,007,100 2007 19,467,665 Thereafter 2,828,361 -------------- $ 183,029,573 ============== Interest expense on deposits consisted of the following: Years ended December 31, ------------------------------------------------------ 2002 2001 2000 ------------------------------------------------------ NOW accounts $ 210,043 $ 295,684 $ 345,100 Savings accounts 281,171 362,320 484,774 Money market savings 349,875 928,631 839,957 Certificates of deposit 8,648,832 10,367,331 10,598,895 ------------------------------------------------------ $ 9,489,921 $ 11,953,966 $ 12,268,726 ====================================================== The aggregate amount of certificates of deposit each with a minimum denomination of $100,000 was $15,795,853 and $18,505,711 as of December 31, 2002 and 2001, respectively. Note 8. Borrowed Funds Borrowed funds at December 31, 2002, included miscellaneous borrowings of $21,287 and borrowings from Federal Home Loan Bank of Des Moines (FHLB) as follows:
Weighted- Stated Average Maturity Interest Rate Amount Features ---------------------------------------------------------------------------------------- 2003 4.97% $ 7,000,000 2004 4.10 5,000,000 2005 4.31 8,000,000 2006 4.74 13,000,000 2007 4.52 12,000,000 2008 5.12 14,000,000 $9.0 million callable, various dates 2003 2009 4.74 2,500,000 2010 5.86 18,500,000 $17.5 million callable, various dates 2003 2011 4.83 3,000,000 All callable, various dates 2003 to 2004 2013 5.25 2,005,151 15-year amortizing, repayable 2003 ---- ------------ 4.97% $ 85,005,151
At December 31, 2002, the Company had an unsecured $3,000,000 line of credit agreement with a Bank. The line of credit bears interest at LIBOR plus 1.85% (3.23% at December 31, 2002) and matures October 1, 2003. There were no borrowings outstanding at December 31, 2002. 42 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Borrowed funds at December 31, 2001, included miscellaneous borrowings of $275,466 and borrowings from the FHLB of $71,137,257. Such borrowings carried a weighted-average interest rate of 5.76% with maturities ranging from 2002 through 2013. The FHLB borrowings are collateralized by the FHLB stock and qualifying first mortgage loans representing 120% of the total borrowings outstanding. Note 9. Income Taxes and Retained Earnings Under previous law, the provisions of the IRS and similar sections of Iowa Law permitted the Bank to deduct from taxable income an allowance for bad debts based on 8% of taxable income before such deduction or actual loss experience. Legislation passed in 1996 eliminated the percentage of taxable income method as an option for computing bad debt deductions for 1996, and in all future years. The Bank is recapturing, for income tax purposes, its tax bad debt reserves, which had accumulated since 1987, amounting to approximately $1,659,000. The tax associated with the recaptured reserves is approximately $615,000 and is being paid in years beginning in 1996 and ending in 2003. Deferred tax assets are being established for the taxes paid associated with the recaptured reserves. Deferred taxes have been provided for the difference between tax bad debt reserves and the loan loss allowances recorded in the financial statements subsequent to December 31, 1987. However, at December 31, 2002, retained earnings contain certain historical additions to bad debt reserves for income tax purposes of approximately $2,445,000 as of December 31, 1987, for which no deferred taxes have been provided because the Bank does not intend to use these reserves for purposes other than to absorb losses. If these amounts which qualified as bad debt deductions are used for purposes other than to absorb bad debt losses or adjustments arising from the carryback of net operating losses, income taxes may be imposed at the then existing rates. The approximate amount of unrecognized tax liability associated with these historical additions is $929,000. Income tax expense is summarized as follows: Years ended December 31, --------------------------------------------------- 2002 2001 2000 --------------------------------------------------- Current $ 3,068,047 $ 2,541,049 $ 1,911,431 Deferred (114,715) (193,638) (38,062) --------------------------------------------------- $ 2,953,332 $ 2,347,411 $ 1,873,369 =================================================== 43 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Deferred tax assets and liabilities consisted of the following components as of December 31, 2002 and 2001:
2002 2001 ------------------------------ Deferred tax assets: Unearned shares, employee stock ownership plan $ 28,000 $ 36,000 Allowance for loan losses 1,075,000 899,000 Deferred directors fees and compensation 42,000 44,000 Accrued expenses 46,000 24,000 Other 94,049 49,960 ------------------------------ Total gross deferred tax assets 1,285,049 1,052,960 ------------------------------ Deferred tax liabilities: Federal Home Loan Bank stock dividend 45,000 45,000 Loan costs 17,000 30,000 Premises and equipment 108,000 74,000 Title plant 160,000 140,000 Loans acquired 42,000 64,000 Investments acquired 16,000 26,000 Servicing rights 107,000 37,000 Unrealized gains on securities available-for-sale 105,000 114,000 Other 76,392 38,056 ------------------------------ Total gross deferred tax liabilities 676,392 568,056 ------------------------------ Net deferred tax assets $ 608,657 $ 484,904 ==============================
Total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rates of 34% to income before income taxes as a result of the following:
Years Ended December 31, ------------------------------------------------------------------------------------ 2002 2001 2000 ------------------------------------------------------------------------------------ Percent Percent Percent of Pretax of Pretax of Pretax Amount Income Amount Income Amount Income ------------------------------------------------------------------------------------ Income before income taxes $2,998,288 34.0% $2,319,573 34.0% $2,000,725 34.0% Nontaxable income (187,175) (2.1) (235,557) (3.4) (196,568) (3.3) State income tax, net of federal income tax benefit 212,372 2.4 187,403 2.8 165,680 2.7 State income tax refund, net of federal income tax benefit - - - - (66,233) (1.1) Low income housing tax credit (153,680) (1.7) (153,680) (2.3) (153,680) (2.6) Goodwill amortization - - 145,547 2.1 145,547 2.5 Other 83,527 0.9 84,125 1.2 (22,102) (0.4) ------------------------------------------------------------------------------------ $2,953,332 33.5% $2,347,411 34.4% $1,873,369 31.8% ====================================================================================
44 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 10. Employee Benefit Plans Retirement plans: The Bank participates in a multiemployer defined benefit pension plan covering substantially all employees. This is a multiemployer plan and information as to actuarial valuations and net assets available for benefits by participating institutions is not available. The Bank recognized $104,500 pension expense for the year ended December 31, 2002, which relates to the first six months of the pension plan's fiscal year ended June 30, 2003. There was no pension expense for the years ended December 31, 2001 and 2000. The Bank has a defined contribution plan covering substantially all employees. The Bank does not contribute to this plan. Employee Stock Ownership Plan (ESOP): In conjunction with the Bank's conversion to stock ownership, the Bank established an ESOP for eligible employees. All employees of the Bank as of January 1, 1994, were eligible to participate immediately and employees of the Bank hired after January 1, 1994 are eligible to participate after they attain age 21 and complete one year of service during which they work at least 1,000 hours. The ESOP borrowed funds in the amount of $960,000 to purchase 104,075 shares of common stock issued in the conversion in 1994 and $840,000 to purchase 84,000 shares of common stock issued in the reorganization and conversion in 1996. These funds are borrowed from the Company. The Bank makes contributions to the ESOP equal to the ESOP's debt service less dividends received by the ESOP. Dividends on unallocated ESOP shares are used to pay debt service. Contributions to the ESOP and shares released from the suspense account in an amount proportional to the repayment of the ESOP loan are allocated among ESOP participants on the basis of compensation in the year of allocation. Benefits generally become 100% vested after five years of credited service. Forfeitures will be reallocated among remaining participating employees, in the same proportion as contributions. Benefits may be payable in the form of stock or cash upon termination of employment. If the Company's stock is not traded on an established market at the time of an ESOP participant's termination, the terminated ESOP participant has the right to require the Bank to purchase the stock at its current fair market value. Bank management believes there is an established market for the Company's stock and therefore the Bank believes there is no potential repurchase obligation at December 31, 2002 and 2001. As shares are released, the Bank reports compensation expense equal to the current market price of the shares. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings. Dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest. ESOP compensation expense was $436,984, $369,907 and $287,295 for the years ended December 31, 2002, 2001, and 2000, respectively. Shares of the Company's common stock held by the ESOP, at December 31, 2002 and 2001, are as follows: 2002 2001 -------------------------- Allocated shares 154,212 135,848 Unreleased (unearned) shares 32,588 49,246 -------------------------- 186,800 185,094 ========================== Fair market value of unreleased (unearned) shares $ 1,010,228 $ 1,013,975 ========================== 45 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Stock option plan: In 1996, the stockholders of the Company ratified the 1996 Incentive Option Plan (the Plan). The Plan provides for the grant of options at an exercise price equal to the fair market value on the date of grant. The Plan is intended to promote stock ownership by directors and selected officers and employees of the Company to increase their proprietary interest in the success of the Company and to encourage them to remain in the employment of the Company or its subsidiaries. Awards granted under the Plan may include incentive stock options, nonqualified stock options and limited rights, which are exercisable only upon a change in control of the Bank or the Company. All awards to date are nonqualified stock options. The Plan was modified in 2001 when the Company authorized the granting of 40,000 additional shares of common stock. The Plan authorizes the granting of stock options for a total of 441,105 shares of common stock. All options are granted at an exercise price, which is the market price of the common stock on the grant date. Options granted to officers become exercisable in five equal annual installments commencing on the first anniversary of the grant date and continuing on each anniversary date thereafter. The options granted to officers expire ten years from the date of grant unless an earlier expiration date is triggered by death, disability, retirement or termination, as described in the Plan. A person who becomes a director after September 21, 1996, receives an annual grant of options to purchase 2,000 shares of common stock. Options granted to directors are exercisable immediately and expire ten years from the date of grant, unless an earlier expiration date is triggered by removal for cause. The table below reflects option activity for the period indicated: Weighted- Average Exercise Number Price per of Shares Share --------------------------------- Outstanding, December 31, 1999 294,710 $ 14.01 Granted 13,000 15.44 Forfeited (4,400) 14.84 Exercised (4,600) 12.82 --------------------------------- Outstanding, December 31, 2000 298,710 14.08 Granted 28,000 19.21 Forfeited (3,800) 19.12 Exercised (38,000) 12.94 --------------------------------- Outstanding, December 31, 2001 284,910 14.67 Granted 11,000 20.59 Forfeited (1,000) 16.95 Exercised (73,100) 12.48 --------------------------------- Outstanding, December 31, 2002 221,810 $ 15.67 ================================= Options exercisable 180,710 $ 14.94 ================================= Remaining shares available for grant 74,605 =============== As of December 31, 2002, the 221,810 options outstanding under the Plan have exercise prices between $12.38 and $22.52. The weighted average fair value per option of options granted during the years ended December 31, 2002, 2001, and 2000, were $4.20, $4.48 and $3.88, respectively. 46 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Employment agreements: The Company and the Bank have entered into employment agreements with a key officer. Under the terms of the agreements, the officer is entitled to additional compensation in the event of certain conditions of involuntary termination. The agreements extend for up to 36 months. The Bank has entered into certain employment retention agreements with key officers. Under the terms of the agreements, the employees are entitled to additional compensation in the event of a change of control of the Bank or the Company and the employees are involuntarily terminated within the remaining unexpired employment period, up to 36 months. A change in control is generally triggered by the acquisition or control of 20% or more of the common stock. Note 11. Stockholders' Equity Regulatory capital requirements: The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possible additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), of Tier I capital (as defined) to average assets (as defined) and tangible capital to adjusted assets. Management believes, as of December 31, 2002, the Bank meets all capital adequacy requirements to which it is subject. The most recent notification from the federal regulatory agency categorize the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since those notifications that management believes have changed the category. 47 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The Bank's actual capital amounts and ratios are also presented in the following table:
To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ----------------------- ---------------------- ----------------------- Amount Ratio Amount Ratio Amount Ratio ---------------------------------------------------------------------------- (000's) (000's) (000's) As of December 31, 2002: Total Capital (to risk weighted assets) $ 33,870 12.4% $ 21,805 8.0% $ 27,256 10.0% Tier 1 Capital (to risk weighted assets) 30,803 11.3 10,902 4.0 16,354 6.0 Tier I (Core) Capital (to adjusted assets) 30,803 7.8 11,917 3.0 19,862 5.0 Tangible Capital (to adjusted assets) 30,803 7.8 5,959 1.5 - - As of December 31, 2001: Total Capital (to risk weighted assets) $ 32,048 14.3% $ 17,982 8.0% $ 22,478 10.0% Tier 1 Capital (to risk weighted assets) 29,239 13.0 8,991 4.0 13,487 6.0 Tier I (Core) Capital (to adjusted assets) 29,239 7.8 11,191 3.0 18,652 5.0 Tangible Capital (to adjusted assets) 29,239 7.8 5,596 1.5 - -
Limitations on Dividends and Other Capital Distributions: Office of Thrift Supervision (OTS) imposes limitations upon all capital distributions by savings institutions, including cash dividends. An institution that exceeds all fully phased-in capital requirements before and after a proposed capital distribution (Tier 1 Association) and has not been advised by the OTS that it is in need of more than normal supervision could, after prior notice but without the approval of the OTS, make capital distributions during a calendar year provided the total amount of capital distributions (including the proposed capital distribution) for the applicable calendar year does not exceed the institution's year-to-date net income plus retained net income for the preceding two years. Any additional capital distributions would require prior regulatory approval. 48 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 12. Other Noninterest Expense Other noninterest expense amounts are summarized as follows for the years ended December 31:
2002 2001 2000 -------------------------------------------------- Advertising and promotion $ 277,702 $ 211,221 $ 237,482 Professional fees 194,055 180,155 152,648 Printing, postage, stationery and supplies 437,453 382,832 364,308 Checking account charges 335,458 338,521 329,821 Insurance 106,826 83,602 84,058 OTS general assessment 88,799 84,138 77,831 Telephone 140,575 123,867 120,302 ATM costs 56,796 105,156 106,821 Employee costs 164,508 133,380 132,981 Other 772,847 684,201 802,024 ----------------------------------------------- $ 2,575,019 $ 2,327,073 $ 2,408,276 ===============================================
Note 13. Financial Instruments With Off-Statement of Financial Condition Risk The Bank 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 Bank has in particular classes of financial instruments. The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-statement of financial condition instruments. The Bank does require collateral, or other security, to support financial instruments with credit risk. A summary of the contract amount of the Bank's exposure to off-statement financial condition risk for commitments to extend credit is as follows:
Contract or Notional Amount ------------------------------- December 31, ------------------------------- 2002 2001 ------------------------------- Mortgage loans (including one-to four-family and multifamily loans) $ 8,191,023 $ 11,039,666 Undisbursed overdraft loan privileges and undisbursed home equity lines of credit 2,094,819 1,767,665
At December 31, 2002, the mortgage loan commitments above were comprised of variable-rate commitments carrying a weighted-average interest rate of 6.44% and fixed-rate commitments carrying a weighted-average interest rate of 5.48%. 49 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts above do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank, upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies but normally includes real estate and personal property. Note 14. Lending Activities and Concentrations of Credit Risk The Bank generally originates single-family residential loans within its primary lending area of Webster, Story, Des Moines, Dallas, Polk and Henry counties. The Bank's underwriting policies require such loans to be 80% loan to value based upon appraised values unless private mortgage insurance is obtained. Approximately $135,590,000 of the Bank's first mortgage loan portfolio at December 31, 2002, consisted of loans purchased or originated outside the state of Iowa. Concentrations by state include California with $33,880,000, Colorado with $20,964,000, and Wisconsin with $14,273,000. These are generally multifamily residential and commercial real estate loans secured by the underlying properties. The loans are subject to the same underwriting guidelines as loans originated locally. The Bank is also active in originating secured consumer loans to its customers, primarily automobile and second mortgage loans. Collateral for substantially all consumer loans are security agreements and/or Uniform Commercial Code filings on the purchased asset. The Company has interest bearing deposits of approximately $13,026,000, on deposit at the FHLB at December 31, 2002. In the opinion of management, no material risk of loss exists due to the financial condition of the FHLB. Note 15. Fair Values of Financial Instruments The carrying amount and fair value of the Company's financial instruments as of December 31, 2002 and 2001, were as follows:
2002 2001 ------------------------------------ --------------------------------- Carrying Fair Carrying Fair Amount Value Amount Value ------------------------------------------------------------------------- (nearest 000) (nearest 000) Financial assets: Cash $ 15,168,601 $ 15,169,000 $ 19,908,902 $ 19,909,000 Securities 22,833,742 22,834,000 31,365,731 31,366,000 Loans, net 341,146,364 347,684,000 307,981,424 308,913,000 Loans held for sale 2,372,134 2,408,000 1,605,710 1,625,000 Accrued interest receivable 1,928,278 1,928,000 1,913,557 1,914,000 Financial liabilities: Deposits 277,000,082 284,278,000 268,813,731 274,166,000 Borrowed funds 85,026,438 90,971,000 71,412,723 70,735,000 Accrued interest payable 129,899 130,000 422,686 423,000
50 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 16. Reorganization and Conversion to Stock Ownership In 1996, the Company completed a Plan of Conversion and Reorganization, whereby the Company became a publicly traded Iowa corporation and the previous mutual organization ceased to exist. The Plan provided that when the conversion was completed, a "Liquidation Account" would be established in an amount equal to the amount of any dividends waived by the previous mutual holding company (totaling approximately $1,897,000), plus 65.5% of the Bank's total stockholders' equity, as reflected in its latest statement of financial condition in the final prospectus utilized in the conversion. The Liquidation Account is established to provide a limited priority claim to the assets of the Bank to qualifying depositors as of specified dates (Eligible Account Holders and Supplemental Eligible Account Holders) who continue to maintain deposits in the Bank after the conversion. In the unlikely event of a complete liquidation of the Bank, and only in such an event, Eligible Account Holders and Supplemental Eligible Account Holders would receive from the Liquidation Account a liquidation distribution based on their proportionate share of the then total remaining qualifying deposits. Note 17. Earnings Per Common Share Presented below is the reconciliation of the numerators and denominators of the computations for earnings per common share and earnings per common share -diluted, for the years ended December 31:
2002 2001 2000 ----------------------------------------------- Numerator, income available to common stockholders $ 5,865,161 $ 4,474,863 $ 4,011,117 =============================================== Denominator: Weighted-average shares outstanding 1,680,679 1,823,100 2,042,140 Less unallocated ESOP 42,930 60,200 78,454 ----------------------------------------------- Weighted-average shares outstanding-basic 1,637,749 1,762,900 1,963,686 Dilutive effect of stock options 101,786 93,743 42,654 ----------------------------------------------- Weighted-average shares outstanding- assuming dilution 1,739,535 1,856,643 2,006,340 =============================================== Basic earnings per common share $ 3.58 $ 2.54 $ 2.04 Earnings per common share-assuming dilution 3.37 2.41 2.00
51 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 18. North Central Bancshares, Inc. (Parent Company Only) Financial Statements STATEMENTS OF FINANCIAL CONDITION December 31, 2002 and 2001
2002 2001 --------------------------------------- ASSETS Cash $ 410,620 $ 177,959 Securities available-for-sale 3,398 279,018 Loan receivables, net 1,491,000 571,000 Investment in First Federal Savings Bank of Iowa 37,029,542 35,318,962 Income taxes receivable 108,269 83,013 Deferred taxes 4,127 - -------------------------------------- Total assets $ 39,046,956 $ 36,429,952 ====================================== LIABILITIES AND EQUITY LIABILITIES Borrowed funds $ - $ 250,000 Dividend payable 295,250 256,587 Accrued expenses and other liabilities 3,502 399 Deferred taxes - 10,217 -------------------------------------- Total liabilities 298,752 517,203 -------------------------------------- EQUITY Common stock 16,403 17,003 Additional paid-in capital 17,011,095 16,780,875 Retained earnings 21,862,248 19,402,706 Unearned shares, employee stock ownership plan (318,097) (477,826) Accumulated other comprehensive income 176,555 189,991 -------------------------------------- Total equity 38,748,204 35,912,749 -------------------------------------- Total liabilities and equity $ 39,046,956 $ 36,429,952 ======================================
52 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- STATEMENTS OF INCOME Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 --------------------------------------------------- Operating income: Equity in net income of subsidiary $ 5,901,383 $ 4,525,221 $ 4,050,607 Interest income 53,759 69,842 118,392 Gain (loss) on sale of securities available-for-sale, net 26,352 (933) 42 --------------------------------------------------- 5,981,494 4,594,130 4,169,041 --------------------------------------------------- Operating expenses: Interest expense 844 394 - Salaries and employee benefits 22,150 33,250 47,400 Other 112,759 118,804 145,921 --------------------------------------------------- 135,753 152,448 193,321 --------------------------------------------------- Income before income taxes 5,845,741 4,441,682 3,975,720 Provision for income taxes (benefits) (19,420) (33,181) (35,397) --------------------------------------------------- Net income $ 5,865,161 $ 4,474,863 $ 4,011,117 ===================================================
53 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS Years Ended December 31, 2002, 2001, and 2000
2002 2001 2000 ----------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 5,865,161 $ 4,474,863 $ 4,011,117 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income of First Federal Savings Bank of Iowa (5,901,383) (4,525,221) (4,050,607) Dividends received from First Federal Savings Bank of Iowa 5,000,000 4,750,000 7,100,000 (Gain) loss on sale of securities available-for-sale (26,352) 933 (42) Change in deferred income taxes (375,748) (107,233) (29,906) Change in assets and liabilities: Income taxes receivable (25,256) (11,384) (40,820) Prepaid expenses and other assets - - 11,549 Accrued expenses and other liabilities 3,103 399 (32,639) ----------------------------------------------- Net cash provided by operating activities 4,539,525 4,582,357 6,968,652 ----------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in loan receivables (920,000) 530,000 (150,000) Proceeds from sale of securities available-for-sale 277,727 220,125 24,792 ----------------------------------------------- Net cash provided by (used in) investing activities (642,273) 750,125 (125,208) ----------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in short-term borrowings (250,000) 250,000 - Purchase of treasury stock (3,569,328) (5,280,545) (5,799,736) Proceeds from issuance of treasury stock 1,283,365 557,640 54,470 Dividends paid (1,128,628) (1,028,210) (941,692) ----------------------------------------------- Net cash (used in) financing activities (3,664,591) (5,501,115) (6,686,958) ----------------------------------------------- Net increase (decrease) in cash 232,661 (168,633) 156,486 CASH Beginning 177,959 346,592 190,106 ----------------------------------------------- Ending $ 410,620 $ 177,959 $ 346,592 ===============================================
54 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 19. Quarterly Results of Operations (Unaudited)
Year Ended December 31, 2002 ----------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------------------------------------------------------- (In thousands, except per share amounts) Interest income $ 6,531 $ 6,760 $ 6,937 $ 6,737 Interest expense 3,493 3,498 3,533 3,387 ----------------------------------------------------------- Net interest income 3,038 3,262 3,404 3,350 Provision for loan losses 180 90 56 57 ----------------------------------------------------------- Net interest income after provision for loan losses 2,858 3,172 3,348 3,293 ----------------------------------------------------------- Noninterest income: Fees and service charges 589 596 662 528 Abstract fees 397 402 436 451 Other income 329 388 411 540 ----------------------------------------------------------- Total noninterest income 1,315 1,386 1,509 1,519 ----------------------------------------------------------- Noninterest expense: Salaries and employee benefits 1,266 1,324 1,261 1,372 Premises and equipment 309 302 261 320 Data processing 129 132 131 152 SAIF deposit insurance premiums 12 12 12 11 Other 650 635 616 675 ----------------------------------------------------------- Total noninterest expense 2,366 2,405 2,281 2,530 ----------------------------------------------------------- Income before income taxes 1,807 2,153 2,576 2,282 Provision for income tax expense 576 729 868 780 ----------------------------------------------------------- Net income $ 1,231 $ 1,424 $ 1,708 $ 1,502 =========================================================== Basic earnings per share $ 0.75 $ 0.87 $ 1.04 $ 0.92 =========================================================== Diluted earnings per share $ 0.71 $ 0.81 $ 0.98 $ 0.87 ===========================================================
55 NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --------------------------------------------------------------------------------
Year Ended December 31, 2001 ----------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------------------------------------------------------- (In thousands, except per share amounts) Interest income $ 7,040 $ 6,922 $ 6,894 $ 6,644 Interest expense 4,381 4,255 4,105 3,773 ----------------------------------------------------------- Net interest income 2,659 2,667 2,789 2,871 Provision for loan losses 30 60 60 60 ----------------------------------------------------------- Net interest income after provision for loan losses 2,629 2,607 2,729 2,811 ----------------------------------------------------------- Noninterest income: Fees and service charges 409 471 503 610 Abstract fees 302 378 388 438 Other income 328 386 377 502 ----------------------------------------------------------- Total noninterest income 1,039 1,235 1,268 1,550 ----------------------------------------------------------- Noninterest expense: Salaries and employee benefits 1,100 1,048 1,127 1,225 Premises and equipment 297 289 290 350 Data processing 106 117 117 130 SAIF deposit insurance premiums 13 13 13 11 Goodwill 118 118 118 118 Other 540 599 570 619 ----------------------------------------------------------- Total noninterest expense 2,174 2,184 2,235 2,453 ----------------------------------------------------------- Income before income taxes 1,494 1,658 1,762 1,908 Provision for income tax expense 513 548 608 678 ----------------------------------------------------------- Net income $ 981 $ 1,110 $ 1,154 $ 1,230 =========================================================== Basic earnings per share $ 0.53 $ 0.62 $ 0.66 $ 0.73 =========================================================== Diluted earnings per share $ 0.51 $ 0.59 $ 0.62 $ 0.69 ===========================================================
Note 20. Restrictions on Cash and Due From Banks The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based on a percentage of deposits. The total of those reserve balances was approximately $1,785,000 and $1,220,000 at December 31, 2002 and 2001, respectively. 56 MANAGEMENT OF THE HOLDING COMPANY AND THE BANK The Board of Directors of the Holding Company is divided into three classes, each of which contains approximately one-third of the Board. The Bylaws of the Holding Company currently authorize six directors. Currently, all directors of the Holding Company are also directors of the Bank. Directors David M. Bradley, CPA is Chairman of the Board, President and Chief Executive Officer. Melvin R. Schroeder was formerly the Vice President of Instruction at Iowa Central Community College in Fort Dodge, Iowa. Mr. Schroeder retired in 2001. KaRene Egemo is the owner of Egemo Realty, Inc. in Fort Dodge, Iowa. Robert H. Singer, Jr. is the executive director of the Fort Dodge Area Chamber of Commerce. Mr. Singer was formerly the co-owner of Calvert, Singer & Kelley Insurance Services, Inc., an insurance agency, in Fort Dodge, Iowa. Mark Thompson is the owner of Mark Thompson, CPA, P.C. , in Fort Dodge, Iowa and has been a certified public accountant since 1978. Craig R. Barnes is a Senior Vice President for Commercial Capital Markets for Washington Mutual. Mr. Barnes was formerly the Executive Director of International Products for Principal Capital Management, a member of the Principal Financial Group. Executive Officers Who are Not Directors C. Thomas Chalstrom is Chief Operating Officer of the Bank and Executive Vice President of the Holding Company and the Bank. Jean L. Lake is Secretary of the Holding Company and the Bank. John L. Pierschbacher, CPA is Chief Financial Officer of the Bank and Treasurer of the Holding Company and the Bank. Kirk A. Yung is Senior Vice President of the Holding Company and the Bank. 57 SHAREHOLDER INFORMATION Price Range of the Company's Common Stock The Company's Common Stock trades on The Nasdaq National Market System under the symbol "FFFD." The following table shows the high and low per share sales prices of the Company's Common Stock as reported by Nasdaq and the dividends declared per share during the periods indicated. Such quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions. Price Range ($) ----------------------- Dividends Declared Quarter Ended High Low Per Share ----------------------------- ------ ------ ------------------ 2001 First Quarter............ 20.375 17.250 0.15 Second Quarter........... 21.000 19.563 0.15 Third Quarter............ 23.260 20.950 0.15 Fourth Quarter........... 22.350 19.730 0.15 2002 First Quarter............ 23.880 20.000 0.18 Second Quarter........... 29.400 23.350 0.18 Third Quarter............ 28.989 23.000 0.18 Fourth Quarter .......... 31.000 27.100 0.18 ---------- The Company's Common Stock was traded at $33.94 as of March 10, 2003. Information Relating to the Company's Common Stock As of March 10, 2003, the Company had 1,482 shareholders of record, which does include the number of persons or entities who hold their Common Stock in nominee or "street" name through various brokerage firms. As of such date 1,613,380 shares of the Common Stock were outstanding. The Company's current quarterly dividend is $0.21 per share. The Board of Directors of the Company plans to maintain a regular quarterly dividend in the future and will continue to review the dividend payment amount in relation to the Company's earnings, financial condition and other relevant factors (such as regulatory requirements). The Bank will not be permitted to pay dividends to the Holding Company on its capital stock if its shareholders' equity would be reduced below the amount required for the liquidation account. For information concerning federal regulations which apply to the Bank in determining the amount of proceeds which may be retained by the Company and regarding a savings institution's ability to make capital distributions including payment of dividends to its holding company, see Note 11 to the Consolidated Financial Statements. Unlike the Bank, the Holding Company is not subject to OTS regulatory restrictions on the payment of dividends to its shareholders, although the source of such dividends will be dependent primarily upon the dividends from the Bank. The Holding Company is subject to the requirements of Iowa law, which prohibit the Holding Company from paying a dividend if, after giving it effect, either of the following would result: (a) the Holding Company would not be able to pay its debts as they become due in the usual course of business; or (b) the Holding Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Holding Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. 58 Annual Meeting The Annual Meeting of Shareholders of the Company will be held at 10:00 a.m., Central Time, Friday, April 25, 2003 at the Trolley Center, located at 900 Central Avenue, Fort Dodge, Iowa. Stockholders and General Inquiries David M. Bradley Stock Exchange North Central Bancshares, Inc. c/o First Federal Savings Bank of Iowa The Company's Common Shares are listed 825 Central Avenue under the symbol "FFFD" on NASDAQ. Fort Dodge, Iowa 50501 (515) 576-7531 www.firstfederaliowa.com General Counsel Independent Auditor Johnson, Erb, Bice, McGladrey & Pullen, LLP Kramer, Good & Mulholland, P.C. 400 Locust Street Suite 640 809 Central Avenue Des Moines, Iowa 50309 Fort Dodge, Iowa 50501 Transfer Agent Special Counsel Computershare Investor Services Thacher Proffitt & Wood 350 Indiana Street Suite 800 1700 Pennsylvania Avenue, N.W., Golden, Colorado 80401 Suite 800 (303) 262-0600 or 800-962-4284 Washington, D.C. 20006 e-mail: inquire@computershare.com www.computershare.com Publications - Annual Report on Form 10-K A copy of the Company's Form 10-K (without exhibits) for the fiscal year ended December 31, 2002 will be furnished without charge to shareholders as of March 10, 2003 upon written request to Jean L. Lake, Corporate Secretary, North Central Bancshares, Inc., c/o First Federal Savings Bank of Iowa, 825 Central Avenue, Fort Dodge, Iowa 50501. The Form 10-K report is available online through the SEC Electronic Data Gathering, Analysis and Retrieval (EDGAR) filings. Dividend Reinvestment and Stock Purchase Plan This plan provides shareholders with the ability to reinvest automatically their cash dividends in additional shares of North Central Bancshares, Inc. common stock. This plan also provides shareholders the opportunity to make quarterly cash purchases of additional shares of the Company's common stock. For more information, contact Computershare Investor Services (see address above) or visit Computershare's Web site at www.computershare.com. 59