-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7UjiTAQyVR7gYc1l4STAZj2QMeZyCur7pIef5Xy9Avj0rb1NsF+EpUvqnOE1ImA MrwShI5ncSKE3H6cAdr7tA== 0000950131-00-003352.txt : 20000515 0000950131-00-003352.hdr.sgml : 20000515 ACCESSION NUMBER: 0000950131-00-003352 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH CENTRAL BANCSHARES INC CENTRAL INDEX KEY: 0001005188 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421449849 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27672 FILM NUMBER: 628644 BUSINESS ADDRESS: STREET 1: 825 CENTRAL AVE STREET 2: C/O FIRST FED SAVINGS BANK OF FT DODGE CITY: FORT DODGE STATE: I0 ZIP: 50501 BUSINESS PHONE: 5155767531 MAIL ADDRESS: STREET 1: 825 CENTRAL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 10-Q [Mark One] [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number 0-27672 NORTH CENTRAL BANCSHARES, INC. (Exact Name of Registrant as Specified in Its Charter) Iowa 42-1449849 ---------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 825 Central Avenue Fort Dodge, Iowa 50501 -------------------------------------------------- (Address of Principal Executive Offices) Registrant's Telephone Number, Including Area Code: (515)576-7531 None - -------------------------------------------------------------------------------- Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 12, 2000 - -------------------------------------------------------------------------------- (Common Stock, $.01 par value) 2,052,242 NORTH CENTRAL BANCSHARES, INC. INDEX
Page Part I. Financial Information Item 1. Consolidated Condensed Financial Statements (Unaudited) 1 to 3 Consolidated Condensed Statements of Financial Condition at March 31, 2000 (Unaudited) and December 31, 1999 1 Consolidated Condensed Statements of Income for the three months ended March 31, 2000 and 1999 (Unaudited) 2 Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2000 and 1999 (Unaudited) 3 Notes to Consolidated Condensed Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 to 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Part II. Other Information 11 & 12 Items 1 through 6 11 Signatures 12 Exhibits
PART 1. FINANCIAL INFORMATION ITEM 1. NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
March 31, December 31, 2000 1999 ------------ ------------ (Unaudited) ASSETS Cash and due from banks: Interest-bearing $ 4,737,911 $ 4,127,153 Noninterest-bearing 2,244,941 8,541,525 Securities available-for-sale 47,720,488 49,692,857 Loans receivable, net 294,319,524 286,759,101 Loans held for sale 353,260 335,564 Accrued interest receivable 2,049,288 2,082,598 Foreclosed real estate 358,815 503,150 Premises and equipment, net 5,621,748 5,356,097 Rental real estate 1,823,854 1,846,134 Title plant 925,256 925,256 Goodwill 5,797,308 5,915,381 Deferred taxes 1,017,650 921,057 Prepaid expenses and other assets 774,410 426,772 ------------ ------------ Total assets $367,744,453 $367,432,645 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits $268,916,986 $271,030,791 Borrowed funds 60,686,130 55,715,289 Advances from borrowers for taxes and insurance 789,833 1,204,025 Dividend payable 257,155 226,174 Income taxes payable 559,398 74,214 Accrued expenses and other liabilities 1,222,778 1,055,228 ------------ ------------ Total liabilities 332,432,280 329,305,721 ------------ ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock ($.01 par value, authorized 3,000,000 shares, issued and outstanding none) -- -- Common Stock ($.01 par value, authorized 15,500,000 shares; issued and outstanding 4,011,057) 40,111 40,111 Additional paid-in capital 38,299,070 38,278,872 Retained earnings, substantially restricted 31,050,946 30,290,488 Accumulated other comprehensive (loss) (1,184,508) (921,138) Less cost of treasury stock, 2000 1,953,815 shares; 1999 1,749,315 shares (32,113,363) (28,735,925) Unearned shares, employee stock ownership plan (780,083) (825,484) ------------ ------------ Total stockholders' equity 35,312,173 38,126,924 ------------ ------------ Total liabilities and stockholders' equity $367,744,453 $367,432,645 ============ ============
See Notes to Consolidated Condensed Financial Statements. -1- NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)
Three Months Ended March 31, ----------------------- 2000 1999 ---------- ---------- Interest income: Loans receivable $5,736,906 $5,099,590 Securities and cash deposits 793,355 867,178 ---------- ---------- 6,530,261 5,966,768 ---------- ---------- Interest expense: Deposits 2,951,575 2,665,780 Borrowed funds 834,356 533,735 ---------- ---------- 3,785,931 3,199,515 ---------- ---------- Net Interest Income 2,744,330 2,767,253 Provision for loan losses 30,000 30,000 ---------- ---------- Net interest income after provision for loan losses 2,714,330 2,737,253 ---------- ---------- Noninterest income: Fees and service charges 353,826 361,338 Abstract fees 303,774 343,473 Mortgage banking fees 38,564 89,503 Other income 259,120 125,935 ---------- ---------- Total noninterest income 955,284 920,249 ---------- ---------- Noninterest expense: Salaries and employee benefits 1,042,815 973,004 Premises and equipment 236,921 207,334 Data processing 113,429 147,932 SAIF deposit insurance premiums 13,825 37,415 Goodwill amortization 118,073 118,070 Other expenses 587,630 570,554 ---------- ---------- Total noninterest expense 2,112,693 2,054,309 ---------- ---------- Income before income taxes 1,556,921 1,603,193 Provision for income taxes 549,817 545,501 ---------- ---------- Net Income $1,007,104 $1,057,692 ========== ========== Basic earnings per common share $ 0.48 $ 0.37 ========== ========== Earnings per common share--assuming dilution $ 0.47 $ 0.36 ========== ========== Dividends declared per common share $ 0.125 $ 0.10 ========== ==========
See Notes to Consolidated Condensed Financial Statements. -2- NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, -------------------------- 2000 1999 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,007,104 $ 1,057,692 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 30,000 30,000 Depreciation 138,496 122,943 Amortization and accretion 132,256 19,814 Deferred taxes 60,990 (59,507) Effect of contribution to employee stock ownership plan 71,008 83,368 (Gain) on sale of foreclosed real estate and loans, net (6,776) (8,372) (Gain) loss on sale and disposal of equipment, net (30) 14,101 Proceeds from sales of loans held for sale 2,442,334 6,945,948 Originations of loans held for sale (2,460,030) (5,829,889) Change in assets and liabilities: Accrued interest receivable 33,310 (19,629) Prepaid expenses and other assets (347,638) (111,088) Income taxes payable 485,184 603,254 Accrued expenses and other liabilities 167,550 (470,243) ----------- ----------- Net cash provided by operating activities 1,753,758 2,378,392 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in loans (3,868,878) 8,983,457 Purchase of loans (3,561,000) (9,102,362) Purchase of securities available-for-sale (148,600) (8,441,322) Proceeds from maturities of securities available-for-sale 1,670,549 5,786,768 Purchase of premises and equipment and rental real estate (381,867) (372,016) Proceeds from sale of equipment 30 197 Other 5,849 (6,996) ----------- ----------- Net cash (used in) investing activities (6,283,917) (3,152,274) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease) in deposits (2,113,805) (969,010) (Decrease) in advances from borrowers for taxes and insurance (414,192) (451,356) Net change in short-term borrowings 2,000,000 -- Proceeds from other borrowed funds 7,000,000 -- Payments of other borrowings (4,029,159) (1,027,670) Purchase of treasury stock (3,377,438) (126,122) Issuance of treasury stock (5,409) -- Dividends paid (215,664) (227,080) ----------- ----------- Net cash provided by (used in) financing activities (1,155,667) (2,801,238) ----------- ----------- Net (decrease) in cash (5,685,826) (3,575,120) CASH Beginning 12,668,678 15,636,876 ----------- ----------- Ending $ 6,982,852 $12,061,756 =========== =========== SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION Cash payments for: Interest paid to depositors $ 2,848,125 $ 2,730,040 Interest paid on borrowings 814,833 533,641 Income taxes 3,641 1,754
-3- ITEM 1. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES 1. SIGNIFICANT ACCOUNTING POLICIES The consolidated condensed financial statements for the three month periods ended March 31, 2000 and 1999 are unaudited. In the opinion of the management of North Central Bancshares, Inc. (the "Company" or the "Registrant") these financial statements reflect all adjustments, consisting only of normal recurring accruals, necessary to present fairly these consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results which may be expected for an entire year. Certain information and footnote disclosure normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the requirements for interim financial statements. The financial statements and notes thereto should be read in conjunction with the Company's 1999 Annual Report on Form 10-K. The consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 2. EARNINGS PER SHARE The earnings per share amounts were computed using the weighted average number of shares outstanding during the periods presented. In accordance with Statement of Position No. 93-6, Employers' Accounting for Employee Stock Ownership Plans, issued by the American Institute of Certified Public Accountants, shares owned by the Bank's Employee Stock Ownership Plan that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share. For the three month period ended March 31, 2000, the weighted average number of shares outstanding for basic and diluted earnings per share computation were 2,090,636 and 2,127,790, respectively. For the three month period ended March 31, 1999, the weighted average number of shares outstanding for basic and diluted earnings per share computation were 2,854,867 and 2,912,166, respectively. 3. DIVIDENDS On February 25, 2000, the Company declared a cash dividend on its common stock, payable on April 6, 2000 to stockholders of record as of March 16, 2000, equal to $0.125 per share. 4. COMPREHENSIVE INCOME Comprehensive income for the three months ended March 31, 2000 and 1999 was $743,734 and $877,698, respectively. -4- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXPLANATORY NOTE This Quarterly Report on Form 10-Q contains forward-looking statements consisting of estimates with respect to the financial condition, results of operations and business of the 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, market, legislative and regulatory conditions, and the development of an interest rate environment that adversely affects the interest rate spread or other income anticipated from the Company's operations and investments. The Company's actual results may differ from the results discussed in the forward looking statements. FINANCIAL CONDITION Total assets increased $312,000, or 0.08%, to $367.7 million at March 31, 2000 compared to $367.4 million at December 31, 1999. Noninterest bearing cash decreased $6.3 million, or 73.7%, due to customer focused preparations for the Year 2000 which resulted in increases in cash as of December 31, 1999. Securities available for sale decreased $2.0 million, or 4.0%, primarily due to $1.7 million of maturities and calls and decreases in fair market value of $421,000, offset in part by purchases of $149,000. Total loans receivable, net, increased by $7.6 million from December 31, 1999, due primarily to originations of $7.6 million of first mortgage loans secured primarily by one-to-four family residences, purchases of $3.6 million of first mortgage loans secured primarily by one-to-four family and multi-family residences and originations of $5.4 million of second mortgage loans which originations and purchases were offset in part by payments and prepayments of loans (of approximately $12.1 million). Deposits decreased $2.1 million, or 0.8%, from $271.0 million at December 31, 1999 to $268.9 million at March 31, 2000, reflecting decreases primarily in certificates of deposit accounts. Other borrowings, primarily Federal Home Loan Bank ("FHLB") advances, increased by $5.0 million to $60.7 million at March 31, 2000 from $55.7 million at December 31, 1999. Total stockholders' equity decreased $2.8 million, to $35.3 million at March 31, 2000 from $38.1 million at December 31, 1999. See "Capital". CAPITAL The Company's total stockholders' equity decreased by $2.8 million to $35.3 million at March 31, 2000 from $38.1 million at December 31, 1999, primarily due to stock repurchases, dividends declared and increases in accumulated other comprehensive losses, which were offset in part by earnings. The changes in stockholders' equity were also due to a decrease in the unearned shares from the Employee Stock Ownership Plan (the "ESOP") to $780,000 at March 31, 2000 from $825,000 at December 31, 1999, due to the release of shares by the ESOP to employees of First Federal Savings Bank of Iowa (the "Bank"). -5- The Office of Thrift Supervision (the "OTS") requires that the Bank meet minimum tangible, leverage (core) and risk-based capital requirements. As of March 31, 2000, the Bank exceeded all of its regulatory capital requirements. The Bank's required, actual and excess capital levels as of March 31, 2000 are as follows:
Amount Percentage of Assets -------- --------------------- (dollars in thousands) Tangible capital: Capital level $27,781 7.69% Less Requirement 5,422 1.50% ------- ------- Excess $22,359 6.19% ======= ======= Core capital: Capital level $27,781 7.69% Less Requirement 14,459 4.00% ------- ------- Excess $13,322 3.69% ======= ======= Risk-based capital: Capital level $30,326 14.90% Less Requirement 16,278 8.00% ------- ------- Excess $14,048 6.90% ======= =======
LIQUIDITY The Company's primary sources of funds are cash provided by operating activities (including net income), certain financing activities (including proceeds from borrowings) and certain investing activities (including principal payments on loans and maturities and calls of securities). During the first three months of 2000 and 1999, principal payments and repayments on loans totalled $12.1 million and $21.3 million, respectively. The proceeds from borrowed funds during the three months ended March 31, 2000 and 1999 totalled $9.0 million and none, respectively. During the first three months of 2000 and 1999, the proceeds from the maturities, calls and sales of securities totalled $1.7 million and $5.8 million, respectively. Cash provided from operating activities during the first three months of 2000 and 1999 totalled $1.8 million and $2.4 million, respectively, of which $1.0 million and $1.1 million, respectively, represented net income of the Company. The Company's primary use of funds is cash used to originate and purchase loans, purchase of securities available for sale, repayment of borrowed funds and other financing activities (including decreases in deposits). During the first three months of 2000 and 1999, the Company's gross purchases and origination of loans totalled $19.1 million and $22.3 million, respectively. The purchase of securities available for sale for the three months ended March 31, 2000 and 1999 totalled $149,000 and $8.4 million, respectively. The net decrease in deposits during the first three months of 2000 and 1999 totalled $2.1 million and $969,000, respectively. The repayment of borrowed funds during the first three months of 2000 and 1999 totalled $4.0 million and $1.0 million, respectively. For additional information about cash flows from the Company's operating, financing and investing activities, see "Statements of Cash Flows in the Condensed Consolidated Financial Statements." The Bank is required to maintain an average daily balance of liquid assets (cash, certain time deposits, bankers' acceptances, specified United States Government, state or federal agency obligations, shares of certain mutual funds and certain corporate debt securities and commercial paper) in each calendar quarter of not less than four percent of either (1) the liquidity base at the end of the preceding calendar quarter, or (2) the average daily balance of the liquidity base during the preceding quarter equal to a specified percentage of its net withdrawable deposit accounts plus short-term borrowings. This liquidity requirement may be changed from time to time by the OTS to any amount within the range of 4.0% to 10%, depending upon economic conditions and the savings flows of member institutions, and is currently 4.0%. Monetary penalties may be imposed for failure to meet these liquidity requirements. At March 31, 2000, the Bank's liquidity position was $30.5 million, or 10.3%, of liquid assets, compared to $31.7 million, or 10.8%, at December 31, 1999. -6- Stockholders' equity totaled $35.3 million at March 31, 2000 compared to $38.1 million at December 31, 1999, reflecting the Company's earnings for the quarter, stock repurchases, the amortization of the unallocated portion of shares held by the ESOP, dividends declared on common stock and the change in the accumulated other comprehensive loss. On January 6, 2000, the Company paid a quarterly cash dividend of $0.10 per share on common stock outstanding as of the close of business on December 20, 1999, aggregating $226,000. On February 25, 2000, the Company declared a quarterly cash dividend of $0.125 per share payable on April 6, 2000 to shareholders of record as of the close of business on March 16, 2000, aggregating $257,000. Interest Income. Interest income increased by $563,000 to $6.5 million for the three months ended March 31, 2000 compared to $6.0 million for the three months ended March 31, 1999. The increase in interest income was primarily due to an increase in the average balance of interest earning assets, offset in part by a decrease in the average yield on average assets. The average balance of interest earning assets increased $32.6 million (primarily due to first mortgage and consumer loans, offset by a decrease in interest earning cash) to $349.4 million for the three months ended March 31, 2000 from $316.8 million for the three months ended March 31, 1999. The increase in the average balance of loans generally reflects an increase over the past twelve months in originations of first mortgage loans, second mortgage loans and purchases of first mortgage loans secured primarily by multi-family, one-to four-family residential loans and commercial real estate, which were offset in part by payments, sales and prepayments of loans. See "Financial Condition." The decrease in interest bearing cash was used to fund asset growth. The impact of this increase in the average balance of interest earning assets was offset in part by a decrease in the average yields. The yields on interest earning assets decreased from 7.56% for the three months ended March 31, 1999 to 7.49% for the three months ended March 31, 2000. The decrease in average yields was due primarily to a decrease in the average yield on loans offset in part by an increase in the average yield on interest earning cash. The yields on loans declined due to lower market interest rates over the past twelve months. The yield on interest earning cash increased due to an increase in short term interest rates as of March 31, 2000 as compared to March 31, 1999. Interest Expense. Interest expense increased by $586,000 to $3.8 million for the three months ended March 31, 2000 compared to $3.2 million for the three months ended March 31, 1999. The increase in interest expense was primarily due to an increase in the average balance of interest bearing liabilities and an increase in the average cost of interest bearing liabilities. The average balance of interest bearing liabilities increased $40.3 million (primarily due to certificates of deposit and borrowed funds) to $319.4 million for the three months ended March 31, 2000 from $279.1 million for the three months ended March 31, 1999. The increase in certificates of deposit was primarily due to an increase in the deposits of public funds. The increase in borrowed funds was due to the borrowing of funds in part to fund the corresponding asset growth and stock repurchases. The average cost of interest bearing liabilities increased to 4.74% for the three months ended March 31, 2000 from 4.64% for the three months ended March 31, 1999. The increase in the average cost of interest bearing liabilities was due primarily to an increase in the average cost of borrowed funds resulting from the increase in market interest rates. Net Interest Income. Net interest income before the provision for loan losses decreased by $23,000 to $2.744 million for the three months ended March 31, 2000 from $2.767 million for the three months ended March 31, 1999. The decrease is primarily due to the decrease in the interest rate spread, offset by increases in the average interest earning assets over the increases in average interest bearing liabilities. The interest rate spread (i.e., the difference in the average yield on assets and average cost of liabilities) decreased to 2.75% for the three months ended March 31, 2000 from 2.92% for the three months ended March 31, 1999. The following table sets forth certain information relating to the Company's average balance sheets and reflects the average yield on assets and average cost of liabilities for the three month periods ended March 31, 2000 and 1999, respectively. -7- RESULTS OF OPERATIONS (Continued)
For Three Months Ended March 31, -------------------------------------------------------------------- 2000 1999 -------------------------------- -------------------------------- Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost -------- -------- ---------- -------- -------- ---------- (Dollars in thousands) Assets: Interest-earning assets: Loans .............................. $294,708 $5,736 7.79% $254,270 $5,100 8.04% Securities available for sale ...... 50,379 736 5.84 50,428 730 5.86 Interest bearing cash .............. 4,297 58 5.36 12,099 137 4.60 -------- ------ ------ -------- ------ ------ Total interest-earning assets .. 349,384 $6,530 7.49% 316,797 $5,967 7.56% ------ ------ ------ ------ Noninterest-earning assets ............. 17,841 17,430 -------- -------- Total assets ................... $367,225 $334,227 ======== ======== Liabilities and Equity: Interest-bearing liabilities: NOW and money market savings ....... $ 46,751 $ 247 2.12% $ 50,825 $ 276 2.20% Passbook savings ................... 25,952 130 2.01 26,570 148 2.26 Certificates of deposit ............ 189,738 2,575 5.44 163,572 2,242 5.56 Borrowed funds ..................... 56,952 834 5.80 38,150 534 5.60 -------- ------ ------ -------- ------ ------ Total interest-bearing liabilities ..... 319,393 $3,786 4.74% 279,117 $3,200 4.64% ------ ------ ------ ------ Noninterest-bearing liabilities ........ 11,009 6,522 -------- -------- Total liabilities .............. 330,402 285,639 Equity ................................. 36,823 48,635 -------- -------- Total liabilities and equity ... $367,225 $334,227 ======== ======== Net interest income ........................ $2,744 $2,767 ====== ====== Net interest rate spread ................... 2.75% 2.92% ====== ====== Net interest margin ........................ 3.14% 3.49% ====== ====== Ratio of average interest-earning assets to average interest-bearing liabilities .. 109.39% 113.50% ====== ======
Provision for Loan Losses. The Company's provision for loan losses was $30,000 each of the three months ended March 31, 2000 and 1999, respectively. 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 Bank's portfolio, which includes a significant amount of multifamily and commercial real estate loans, substantially all of which are purchased and are collateralized by properties located outside of the Bank's market area, and other factors related to the collectibility of the Bank's loan portfolio. The net charge offs were $18,000 for the three months ended March 31, 2000 as compared to net charge offs of $2,000 for the three months ended March 31, 1999. The resulting allowance for loan losses was $2.8 million at March 31, 2000 as compared to $2.8 million at December 31, 1999 and $2.7 million at March 31, 1999. The level of nonperforming loans increased to $762,000 at March 31, 2000 from $213,000 at December 31, 1999 and from $291,000 at March 31, 1999. Management believes that the allowance for loan losses is adequate. 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 known 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 $35,000 to $955,000 for the three months ended March 31, 2000 from $920,000 for the three months ended March 31, 1999. The increase is due to increases in other income, offset in part by decreases in abstract fees and mortgage banking income. Other income increased $133,000, primarily due to increases in revenues from the sale of insurance, annuities and mutual funds. Abstract fees decreased $40,000 due to decreased sales volume. Sales volume decreased in part due to a general decline in real estate activity. Mortgage banking income decreases by $51,000 due to a decrease in loan originations. -8- RESULTS OF OPERATIONS (Continued) Noninterest Expense. Total noninterest expense increased by $58,000 to $2.113 million for the three months ended March 31, 2000 from $2.054 million for the three months ended March 31, 1999. The increase is primarily due to increases in salaries and employee benefits, premises and equipment, offset in part by decreases in data processing and SAIF deposit insurance premiums. The increase in salaries and employee benefits was primarily a result of normal salary increases, increased personnel due to the opening of a branch in Perry, Iowa, an increase in the number of employees, offset by decreases as a result of expenses associated with the employee stock ownership plan. The increases in premises and equipment were primarily due to an increase in depreciation expense relating primarily to the opening of a branch office in Perry, Iowa and normal cost increases. The decreases in data processing expense were due primarily to the Bank signing a new multi year data processing contract in 1999 and costs associated with the Year 2000 issues incurred in 1999. The decrease in the SAIF deposit insurance premium was primarily due to lower SAIF deposit premium rates. The Company's efficiency ratio for the three months ended March 31, 2000 and 1999 were 57.11% and 55.71%, respectively. The Company's ratio of noninterest expense to average assets for the three months ended March 31, 2000 and 1999 were 2.30% and 2.46%, respectively. Income Taxes. Income taxes increased by $4,000 to $550,000 for the three months ended March 31, 2000 as compared to $546,000 for the three months ended March 31, 1999. Net Income. Net income totaled $1.0 million for the three months ended March 31, 2000, compared to $1.1 million for the same period in 1999. IMPACT OF ENACTMENT OF THE GRAMM-LEACH-BLILEY ACT On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act (the "GLB Act"), which among other things, established a comprehensive framework to permit affiliations among commercial banks, insurance companies and securities firms. Generally, the new law (i) repeals the historic restrictions and eliminates many federal and state law barriers to affiliations among banks, securities firms, insurance companies and other financial service providers, (ii) provides a uniform framework for the activities of banks, savings institutions and their holding companies, (iii) broadens the activities that may be conducted by subsidiaries of national banks and state banks, (iv) provides an enhanced framework for protecting the privacy of information gathered by financial institutions regarding their customers and consumers, (v) adopts a number of provisions related to the capitalization, membership, corporate governance and other measures designed to modernize the Federal Home Loan Bank System, (vi) requires public disclosure of certain agreements relating to funds expended in connection with an institutions' compliance with the Community Reinvestment Act, and (vii) addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions, including the functional regulation of bank securities and insurance activities. The GLB Act also restricts the powers of new unitary savings and loan holding companies. Unitary savings and loan holding companies that are "grandfathered," i.e., unitary savings and loan holding companies in existence, or with applications filed with the OTS, on or before May 4, 1999, such as the Company, retain their authority under prior law to engage in any type of commercial or other non-financial activity so long as their thrift subsidiary meets in the Qualified Thrift Lender test. All other unitary savings and loan holding companies are limited to financially related activities permissible for bank holding companies, as defined under the GLB ACT. The GLB Act also prohibits non-financial companies from acquiring grandfathered unitary savings and loan holding companies. Further, the new law requires financial institutions to disclose (a) on ATM machines any non-customer fees and (b) to their customers upon the issuance of an ATM card any fees that may be imposed by the institutions on ATM users. For older ATMs, the new law gives financial institutions until December 31, 2004 to provide such notices. The OTS has recently proposed regulations implementing the privacy protection provisions of the GLB Act. The proposed regulations would require each financial institution to adopt procedures to protect customers' and consumers' nonpublic personal information. The Bank would be required to disclose its privacy policy, including identifying with whom the Bank shares "nonpublic personal information," to customers at the time of establishing the customer relationship and annually thereafter. In addition, the Bank would be required to provide its customers with the ability to "opt-out" of having it share their personal information with unaffiliated third parties. -9- The GLB Act also provides for the ability of each state to enact legislation that is more protective of consumers' personal information. Currently, there are no privacy bills pending in the Iowa legislature. If any such bills are considered by the Iowa legislature, we cannot predict what impact, if any, these bills would have. Under the GLB Act, bank holding companies are permitted to engage in a wider variety of financial activities than permitted under the prior law, particularly with respect to insurance and securities activities. In addition, in a change from the prior law, bank holding companies are in a position to be owned, controlled or acquired by any company engaged in financially related activities. Management does not believe that the new law will have a material adverse affect upon the Company's operations in the near-term. However, to the extent that the new law permits banks, securities firms and insurance companies to affiliate, the financial services industry may experience further consolidation. This type of consolidation could result in a growing number of larger financial institutions that offer a wider variety of financial services than the Company currently offers and that can aggressively compete in the markets that the Company currently serves. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In management's opinion, there has not been a material change in market risk from December 31, 1999 as reported in Item 7A of the Form 10-K. -10- PART II. OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Changes in Securities and Use of Proceeds Not applicable Item 3. Defaults Upon Senior Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders Not applicable Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27. Financial data schedule. (Only submitted with filing in electronic format.) Exhibit 99.1 Press Release, dated January 28, 2000 (regarding the completion of a stock repurchase program). Exhibit 99.2 Press Release, dated February 25, 2000 (regarding the declaration of a dividend). Exhibit 99.3 Press Release, dated March 6, 2000 (regarding completion of stock repurchase program) Exhibit 99.4 Press Release, dated March 31, 2000 (regarding stock repurchase program) Exhibit 99.5 Press Release, dated April 24, 2000 (regarding the issuance of limited financial information for the three months ended March 31, 2000). (b) Reports of Form 8-K None -11- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORTH CENTRAL BANCSHARES, INC. DATE: May 12, 2000 BY: /s/ David M. Bradley David M. Bradley, Chairman, President and Chief Executive Officer DATE: May 12, 2000 BY: /s/ John L. Pierschbacher John L. Pierschbacher, CPA Principal Financial Officer -12- EX-27 2 FINANCIAL DATA SCHEDULE
9 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 2,244,941 4,737,911 0 0 47,720,488 0 0 294,319,524 2,788,062 367,744,453 268,916,986 30,000,000 2,829,164 30,686,130 0 0 40,111 35,272,062 367,744,453 5,736,906 793,355 0 6,530,261 2,951,575 3,785,931 2,744,330 30,000 0 2,112,693 1,556,921 1,556,921 0 0 1,007,104 0.48 0.47 7.49 761,577 0 0 0 2,776,539 19,605 1,128 2,788,062 2,788,062 0 0
EX-99.1 3 PRESS RELEASE Exhibit 99.1 Press Release PRESS RELEASE January 28, 2000 For further information contact: David M. Bradley Chairman, President and Chief Executive Officer North Central Bancshares, Inc. 825 Central Avenue Fort Dodge, Iowa 50501 515-576-7531 NORTH CENTRAL BANCSHARES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM Fort Dodge, Iowa, January 28, 2000 - North Central Bancshares, Inc. (Nasdaq: "FFFD") (the "Company"), the holding company for First Federal Savings Bank of Iowa, announced that it will commence a stock repurchase program. The program authorizes the Company to repurchase up to 150,000 shares of its outstanding shares of common stock during the next twelve months. The repurchases will be made from time to time, in open market transactions, at the discretion of management. This new program will commence at the completion of the Company's current repurchase program which began on November 4, 1999. North Central Bancshares, Inc., with over $367 million in assets, is the holding company for First Federal Savings Bank of Iowa, a federally chartered stock savings bank. First Federal is a community-oriented institution serving Iowa through 8 full service locations in Fort Dodge, Nevada, Ames, Burlington, Mt. Pleasant, and Perry, Iowa. First Federal's deposits are insured by the Federal Deposit Insurance Corporation. EX-99.2 4 PRESS RELEASE Exhibit 99.2 Press Release PRESS RELEASE February 25, 2000 For further information contact: David M. Bradley Chairman, President & Chief Executive Officer North Central Bancshares, Inc. 825 Central Avenue Fort Dodge, Iowa 50501 515-576-7531 NORTH CENTRAL BANCSHARES, INC. INCREASES DIVIDEND 25% David M. Bradley, Chairman, President and Chief Executive Officer of North Central Bancshares, Inc. (the "Company") announced today that the Company declared a regular quarterly cash dividend of $0.125 per share on the Company's common stock for the fiscal quarter ended March 31, 2000. This amount is an increase of 25% compared to the previous dividend rate. The dividend will be payable to all stockholders of record as of March 16, 2000 and will be paid on April 6, 2000. North Central Bancshares, Inc. serves north central and southeastern Iowa at 8 full service locations in Fort Dodge, Nevada, Ames, Burlington, Mount Pleasant and Perry, Iowa through its wholly-owned subsidiary, First Federal Savings Bank of Iowa, headquartered in Fort Dodge, Iowa. The Bank's deposits are insured by the Federal Deposit Insurance Corporation. The Company's stock is traded on The Nasdaq National Market under the symbol "FFFD". EX-99.3 5 PRESS RELEASE Exhibit 99.3 Press Release PRESS RELEASE March 6, 2000 For further information contact: David M. Bradley President and Chief Executive Officer North Central Bancshares, Inc. 825 Central Avenue Fort Dodge, Iowa 50501 515-576-7531 NORTH CENTRAL BANCSHARES, INC. COMPLETES STOCK REPURCHASE Fort Dodge, Iowa - North Central Bancshares, Inc. (Nasdaq: "FFFD") announced that it has completed its most recent 6.80% stock repurchase program today. The Company said it repurchased 150,000 shares of its outstanding common stock, par value $.01 per share, at the aggregate cost of $ 2,496,969 in open market transactions. The repurchase program began on February 17, 2000. Earlier this year on February 14, 2000, the Company completed a 6.36% stock repurchase program. As a result of this earlier program which began on November 4, 1999, the Company repurchased 150,000 shares of its outstanding common stock at the aggregate cost of $2,477,281 in open market transactions. Upon settlement of the last transaction on or about March 9, 2000, there will be 2,057,242 shares of North Central Bancshares, Inc. common stock outstanding. North Central Bancshares, Inc., with over $367 million in assets, is the holding company for First Federal Savings Bank of Iowa, a federally chartered stock savings bank. First Federal is a community-oriented institution serving Iowa through 8 full service locations in Fort Dodge, Nevada, Ames, Perry, Burlington and Mt. Pleasant, Iowa. First Federal's deposits are insured by the Federal Deposit Insurance Corporation. EX-99.4 6 PRESS RELEASE Exhibit 99.4 Press Release PRESS RELEASE March 31, 2000 For further information contact: David M. Bradley Chairman, President and Chief Executive Officer North Central Bancshares, Inc. 825 Central Avenue Fort Dodge, Iowa 50501 515-576-7531 NORTH CENTRAL BANCSHARES, INC. ANNOUNCES STOCK REPURCHASE PROGRAM Fort Dodge, Iowa, March 31, 2000 - North Central Bancshares, Inc. (Nasdaq: "FFFD") (the "Company"), the holding company for First Federal Savings Bank of Iowa, announced that it will commence a stock repurchase program beginning on or about April 25, 2000. The program authorizes the Company to repurchase up to 5.0% or 102,862 shares of its 2,057,242 outstanding shares of common stock during the next twelve months. The repurchases will be made from time to time, in open market transactions, at the discretion of management. North Central Bancshares, Inc., with over $367 million in assets, is the holding company for First Federal Savings Bank of Iowa, a federally chartered stock savings bank. First Federal is a community-oriented institution serving Iowa through 8 full service locations in Fort Dodge, Nevada, Ames, Perry, Burlington and Mt. Pleasant, Iowa. First Federal's deposits are insured by the Federal Deposit Insurance Corporation. EX-99.5 7 PRESS RELEASE Exhibit 99.5 Press Release PRESS RELEASE For More Information Contact: April 24, 2000 David M. Bradley, President North Central Bancshares, Inc. 825 Central Avenue Fort Dodge, Iowa 50501 515-576-7531 NORTH CENTRAL BANCSHARES, INC. ANNOUNCES FIRST QUARTER 2000 EARNINGS (Nasdaq: FFFD) Fort Dodge, Iowa -- North Central Bancshares, Inc. (the "Company"), the holding company for First Federal Savings Bank of Iowa (the "Bank"), announced today that the Company earned a record $0.47 diluted earnings per share for the first quarter of 2000, compared to diluted earnings per share of $0.36 for the first quarter of 1999, an increase of 30.6%. In dollars, the Company earned $1,007,000 for the first quarter of 2000, compared to $1,058,000 for the first quarter of 1999. Total assets at March 31, 2000 were $367.7 million as compared to $367.4 million at December 31, 1999. The increase in assets resulted primarily from increases in loans, offset by a decrease in noninterest-bearing cash and securities available-for-sale. Noninterest-bearing cash decreased $6.3 million, or 73.7%, from $8.5 million at December 31, 1999 to $2.2 million at March 31, 2000. The decrease in noninterest cash was primarily due to customer focused preparations for Year 2000, which resulted in increases in cash as of December 31, 1999. Securities available-for-sale decreased $2.0 million, or 4.0%, from $49.7 million at December 31, 1999 to $47.7 million at March 31, 2000. The decrease in securities available for sale was primarily due to calls and maturities in excess of purchases. Loans increased by $7.6 million, or 2.6 %, to $294.3 million at March 31, 2000 from $286.8 million at December 31, 1999. Deposits decreased $2.1 million, or 0.8%, to $268.9 million at March 31, 2000 from $271.0 million at December 31, 1999. Other borrowed funds increased $5.0 million, or 8.9%, to $60.7 million at March 31, 2000 from $55.7 million at December 31, 1999. The increase in other borrowings was primarily due to the funding of asset growth and stock repurchases. Nonperforming assets were 0.30% of total assets as of March 31, 2000 compared to 0.20% of total assets as of December 31, 1999. The allowance for loan losses was $2.8 million or 0.93% of total loans at March 31, 1999, compared to $2.8 million, or 0.95%, of total loans at December 31, 1999. - MORE - The net interest spread for the three months ended March 31, 2000 of 2.75% decreased from the net interest spread of 2.92% for the three months ended March 31, 1999. The net interest margin for the three months ended March 31, 2000 of 3.14% was a decrease from the net interest margin of 3.49% for the three months ended March 31, 1999. Net interest income for the three months ended March 31, 2000 was $2.744 million, compared to net interest income of $2.767 million for the corresponding period a year ago. The Bank's provision for loan losses was $30,000 for the three months ended March 31, 2000 and 1999. 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 conditions, the volume and type of loans in the Bank's portfolio, and other factors related to the collectibility of the Bank's loan portfolio. Stockholders' equity was $35.3 million at March 31, 2000, compared to $38.1 million at December 31, 1999. Book value, or stockholders' equity, per share at March 31, 2000 was $17.16 and was $16.86 at December 31, 1999. The ratio of stockholders' equity to total assets was 9.6% at March 31, 2000, as compared to 10.4% at December 31, 1999. Stockholders of record on March 16, 2000, received a quarterly cash dividend of $0.125 per share on April 6, 2000. The Bank opened a newly constructed 3,000 square foot branch office on June 1, 1999 in Perry, Iowa in Dallas County. Also on October 1, 1999, the Bank began construction on a new 8,000 square foot branch office in Ames, Iowa. When completed during the Summer of 2000, the Bank's current Ames branch office will relocate to this new site. The Company announced on March 31, 2000 a stock repurchase program that will commence on April 27, 2000. The program authorizes the Company to repurchase up to 5.0% or 102,862 shares of its 2,057,242 outstanding shares of common stock during the next twelve months. The repurchase will be made from time to time , in open market transactions, at the discretion of management. North Central Bancshares, Inc. serves north central and southeastern Iowa at 8 full service locations in Fort Dodge, Nevada, Ames, Perry, Burlington and Mount Pleasant, Iowa through its wholly-owned subsidiary, First Federal Savings Bank of Iowa, headquartered in Fort Dodge, Iowa. The Bank's deposits are insured by the Federal Deposit Insurance Corporation. The Company's stock is traded on The Nasdaq National Market under the symbol "FFFD". For more information contact: David M. Bradley, President, 515-576-7531 FINANCIAL HIGHLIGHTS OF NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Financial Condition
(Dollars in Thousands, except per share and share data) March 31, 2000 December 31, 1999 --------------- ------------------ Assets Cash and cash equivalents $ 6,983 $ 12,669 Securities available for sale 47,720 49,693 Loans (net of allowance of loan loss of $2.8 million and $2.8 million, respectively) 294,320 286,838 Goodwill 5,797 5,915 Other assets 12,924 12,318 ---------- ---------- Total Assets $ 367,744 $ 367,433 ========== ========== Liabilities Deposits $ 268,917 $ 271,031 Other borrowed funds 60,686 55,715 Other liabilities 2,829 2,560 ---------- ---------- Total Liabilities 332,432 329,306 Stockholders' Equity 35,312 38,127 ---------- ---------- Total Liabilities and Stockholders' Equity $ 367,744 $ 367,433 ========== ========== Stockholders' equity to total assets 9.60% 10.32% ========== ========== Book value per share $ 17.16 $ 16.86 ========== ========== Total shares outstanding 2,057,242 2,261,742 ========== ==========
Condensed Consolidated Statements of Income (Dollars in Thousands, except per share data)
For the Three Months Ended March 31, 2000 1999 ------ ------ Interest income $6,530 $5,967 Interest expense 3,786 3,200 ------ ------ Net interest income 2,744 2,767 Provision for loan loss 30 30 ------ ------ Net interest income after provision for loan loss 2,714 2,737 Noninterest income 955 920 Noninterest expense 2,112 2,054 ------ ------ Income before income taxes 1,557 1,603 Income taxes 550 545 ------ ------ Net income $1,007 $1,058 ====== ====== Basic earnings per share $ 0.48 $ 0.37 ====== ====== Diluted earnings per share $ 0.47 $ 0.36 ====== ======
Selected Financial Ratios
For the Three Months Ended March 31, 2000 1999 ----- ----- Performance ratios: Actual Net interest spread 2.75% 2.92% Net interest margin 3.14% 3.49% Return on average assets 1.10% 1.27% Return on average equity 10.94% 8.71% Efficiency ratio (noninterest expense divided by the sum of net interest income before provision for loan losses plus noninterest income) 57.11% 55.71%
-----END PRIVACY-ENHANCED MESSAGE-----