-----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, RNCOYSgwSYRkDsWW6KzVNGmBSuezLtiyiKc15PMEfDc6C1Ok2MVPfj7K/5AgXTJJ KOL6ZIZ52xj8s23M4HWcbw== 0001144204-10-027572.txt : 20100514 0001144204-10-027572.hdr.sgml : 20100514 20100514163845 ACCESSION NUMBER: 0001144204-10-027572 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100514 DATE AS OF CHANGE: 20100514 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: 1934 Act SEC FILE NUMBER: 000-27672 FILM NUMBER: 10834221 BUSINESS ADDRESS: STREET 1: 825 CENTRAL AVE STREET 2: C/O FIRST FED SAVINGS BANK OF FT DODGE CITY: FORT DODGE STATE: IA ZIP: 50501 BUSINESS PHONE: 5155767531 MAIL ADDRESS: STREET 1: 825 CENTRAL AVENUE CITY: FORT DODGE STATE: IA ZIP: 50501 10-Q 1 v184733_10q.htm
UNITED STATES
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, 2010

¨  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 incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
825 Central Avenue, Fort Dodge, Iowa
 
50501
(Address of principal executive offices)
 
(Zip Code)

515-576-7531 

(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  þ  No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  ¨  No  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨
Accelerated filer  ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨  No þ
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
 
Outstanding at May 14, 2010
Common Stock, $.01 par value
 
1,351,448
 

 
NORTH CENTRAL BANCSHARES, INC.

INDEX

   
Page
     
Part I.  Financial Information
   
     
 
Item 1.  Financial Statements (Unaudited)
 
1
       
 
Consolidated Condensed Statements of Financial Condition at March 31, 2010 and December 31, 2009
 
1
       
 
Consolidated Condensed Statements of Income for the Three Months Ended March 31, 2010 and 2009
 
2
       
 
Consolidated Condensed Statements of Stockholders’ Equity for the Three Months Ended March 31, 2010 and 2009
 
3
       
 
Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009
 
4
       
 
Notes to Consolidated Condensed Financial Statements
 
6
       
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
15
       
 
Item 3.  Quantitative and Qualitative Disclosure About Market Risk
 
25
       
 
Item 4T.  Controls and Procedures
 
25
     
Part II. Other Information
   
     
 
Item 1. Legal Proceedings
 
25
       
 
Item 1A. Risk Factors
 
25
       
 
Item 6. Exhibits
 
25
       
 
Signatures
 
27
 
 
 

 

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION

   
March 31,
   
December 31,
 
   
2010
   
2009
 
 
 
(Unaudited)
       
ASSETS 
           
             
Cash and due from banks:
           
Interest-bearing
  $ 17,053,043     $ 12,804,849  
Noninterest-bearing
    5,891,892       8,961,321  
Total cash and cash equivalents
    22,944,935       21,766,170  
Investments in certificates of deposit
    4,176,000       -  
Securities available-for-sale
    29,464,870       23,175,201  
Federal Home Loan Bank stock, at cost
    3,549,100       3,924,700  
Loans receivable, (net of allowance for loan loss of $7,760,897 and $7,170,595 respectively)
    362,167,774       374,854,993  
Loans held for sale
    515,765       1,333,933  
Accrued interest receivable
    1,872,586       1,867,970  
Foreclosed real estate
    1,471,345       1,709,128  
Premises and equipment, net
    11,778,821       11,882,839  
Rental real estate
    2,213,413       2,243,704  
Title plant
    671,704       671,704  
Deferred taxes
    2,491,676       2,230,971  
Bank-owned life insurance
    5,603,424       5,543,681  
Prepaid FDIC assessment
    1,742,922       1,877,699  
Prepaid expenses and other assets
    1,763,655       1,928,266  
                 
Total assets
  $ 452,427,990     $ 455,010,959  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
Deposits
  $ 342,107,213     $ 334,813,060  
Borrowed funds
    57,500,000       66,500,000  
Advances from borrowers for taxes and insurance
    991,944       1,792,790  
Accrued expenses and other liabilities
    3,094,242       3,626,291  
                 
Total liabilities
    403,693,399       406,732,141  
                 
STOCKHOLDERS' EQUITY
               
Preferred stock ($.01 par value, authorized 3,000,000 shares; at March 31, 2010 and at December 31, 2009 10,200 shares were issued and outstanding
    10,123,190       10,118,581  
Common stock ($.01 par value, authorized 15,500,000 shares; at March 31, 2010 and at December 31, 2009 1,348,448 shares were issued and outstanding
    13,479       13,471  
Additional paid-in capital
    18,022,575       18,009,468  
Retained earnings, substantially restricted
    20,407,813       19,924,798  
Accumulated other comprehensive gain
    167,534       212,500  
                 
Total stockholders' equity
    48,734,591       48,278,818  
                 
Total liabilities and stockholders' equity
  $ 452,427,990     $ 455,010,959  

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,
 
   
2010
   
2009
 
             
Interest income:
           
Loans receivable
  $ 5,553,110     $ 6,185,217  
Securities and cash deposits
    234,676       280,578  
      5,787,786       6,465,795  
                 
Interest expense:
               
Deposits
    1,327,510       2,069,556  
Borrowed funds
    694,595       998,437  
      2,022,105       3,067,993  
                 
Net interest income
    3,765,681       3,397,802  
                 
Provision for loan losses
    800,000       160,000  
Net interest income after provision for loan losses
    2,965,681       3,237,802  
                 
Noninterest income:
               
Fees and service charges
    1,076,762       1,048,400  
Abstract fees
    142,621       216,752  
Mortgage banking income
    112,187       314,743  
Loan prepayment fees
    10,079       12,654  
Other income
    322,948       371,239  
                 
Total noninterest income
    1,664,597       1,963,788  
                 
Investment securities gains (losses), net:
               
Total other-than-temporary impairment losses
    -       -  
Portion of loss recognized in other comprehensive income (loss) before taxes
    -       -  
Net impairment losses recognized in earnings
    -       -  
Realized securities gains (losses), net
    7,652       (10,342 )
Total securities gains (losses), net
    7,652       (10,342 )
                 
Noninterest expense:
               
Compensation and employee benefits
    1,889,859       1,867,385  
Premises and equipment
    501,090       486,632  
Data processing
    213,123       208,673  
FDIC insurance expense
    143,817       99,219  
Other expenses
    1,004,933       1,393,391  
                 
Total noninterest expense
    3,752,822       4,055,300  
                 
Income before income taxes
    885,108       1,135,948  
                 
Provision for income taxes
    256,500       354,300  
                 
Net income
  $ 628,608     $ 781,648  
                 
Preferred stock dividends and accretion of discount
  $ 132,109     $ 119,126  
                 
Net income available to common stockholders
  $ 496,499     $ 662,522  
                 
Basic earnings per share
  $ 0.37     $ 0.49  
                 
Dilluted earnings per share
  $ 0.37     $ 0.49  
                 
Dividends declared per common share
  $ 0.01     $ 0.01  

See Notes to Consolidated Condensed Financial Statements.

 
2

 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Three Months Ended March 31, 2009 and 2010
(Unaudited)

                                 
Accumulated
       
                     
Additional
         
Other
   
Total
 
   
Comprehensive
   
Preferred
   
Common
   
Paid-in
   
Retained
   
Comprehensive
   
Stockholders'
 
   
Income
   
Stock
   
Stock
   
Capital
   
Earnings
   
Income
   
Equity
 
                                           
Balance, January 1, 2009
        $ -     $ 13,421     $ 17,819,096     $ 17,240,779     $ 138,847     $ 35,212,143  
Comprehensive income:
                                                     
Net income
  $ 781,648       -       -       -       781,648       -       781,648  
Other comprehensive income, net of reclassification adjustment and tax
    131,057       -       -       -       -       131,057       131,057  
Total comprehensive income
  $ 912,705                                                  
Dividends on preferred stock
            -       -       -       (51,000 )     -       (51,000 )
Dividends on common stock
            -       -       -       (13,435 )     -       (13,435 )
Employee stock-based compensation
            -       7       32,025       -       -       32,032  
Issuance of preferred stock and common stock warrant
            10,100,732       -       99,268       -       -       10,200,000  
Accretion of discount on preferred stock
            4,376       -       -       (4,376 )     -       -  
Balance, March 31, 2009
          $ 10,105,108     $ 13,428     $ 17,950,389     $ 17,953,616     $ 269,904     $ 46,292,445  
                                                         
Balance, January 1, 2010
          $ 10,118,581     $ 13,471     $ 18,009,468     $ 19,924,798     $ 212,500     $ 48,278,818  
Comprehensive income:
                                                       
Net income
  $ 628,608       -       -       -       628,608       -       628,608  
Other comprehensive (loss), net of reclassification adjustment and tax
    (44,966 )     -       -       -       -       (44,966 )     (44,966 )
Total comprehensive income
  $ 583,642                                                  
Dividends on preferred stock
            -       -       -       (127,500 )     -       (127,500 )
Dividends on common stock
            -       -       -       (13,484 )     -       (13,484 )
Employee stock-based compensation
            -       8       13,107       -       -       13,115  
Accretion of discount on preferred stock
            4,609       -       -       (4,609 )     -       -  
Balance, March 31, 2010
          $ 10,123,190     $ 13,479     $ 18,022,575     $ 20,407,813     $ 167,534     $ 48,734,591  

See Notes to Consolidated Condensed Financial Statements

 
3

 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Three Months Ended
 
   
March 31,
 
   
2010
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 628,608     $ 781,648  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
    800,000       160,000  
Depreciation
    236,067       225,087  
Amortization and accretion
    45,866       98,861  
Deferred taxes
    (238,000 )     459,500  
Stock-based compensation
    13,115       32,032  
(Gain) on sale of foreclosed real estate and loans, net
    (82,580 )     (336,735 )
Write-down of other real estate owned
    9,958       84,463  
(Gain) loss on sale of investments
    (7,652 )     10,342  
Increase in value of bank-owned life insurance
    (59,743 )     (60,765 )
Proceeds from sales of loans held-for-sale
    6,333,825       24,847,944  
Originations of loans held-for-sale
    (5,403,470 )     (24,153,162 )
Change in assets and liabilities:
               
Accrued interest receivable
    (4,616 )     57,053  
Prepaid expenses and other assets
    330,085       (523,294 )
Accrued expenses and other liabilities
    (516,380 )     (784,108 )
                 
Net cash provided by operating activities
    2,085,083       898,866  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Net change in loans
    11,500,458       7,043,206  
Purchase of loans
    -       (855,519 )
Purchase of investments in certificates of deposit
    (4,176,000 )     -  
Purchase of securities available-for-sale
    (7,523,828 )     (3,824,364 )
Proceeds from sale of securities available-for-sale
    207,732       332,000  
Proceeds from maturities and calls of securities available-for-sale
    925,066       1,317,165  
Proceeds from redemption of Federal Home Loan Bank stock
    375,600       -  
Purchase of Federal Home Loan Bank stock
    -       (46,600 )
Purchase of premises, equipment and rental real estate
    (101,758 )     (226,906 )
Net proceeds from sale of foreclosed real estate
    547,574       133,012  
                 
Net cash provided by investing activities
    1,754,844       3,871,994  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net increase in deposits
    7,294,153       304,927  
Net (decrease) in advances from borrowers for taxes and insurance
    (800,846 )     (835,009 )
Payments of other borrowed funds
    (9,000,000 )     (4,507,651 )
Proceeds from issuance of preferred stock and common stock warrant
    -       10,200,000  
Common and preferred dividends paid
    (154,469 )     (64,435 )
                 
Net cash provided by (used in) financing activities
    (2,661,162 )     5,097,832  
                 
Net increase in cash
    1,178,765       9,868,692  
                 
CASH AND DUE FROM BANKS
               
Beginning
    21,766,170       16,281,644  
Ending
  $ 22,944,935     $ 26,150,336  

 
4

 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - Continued
(Unaudited)
 
Three Months Ended
 
   
March 31,
 
   
2010
   
2009
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
           
Cash payments for:
           
Interest paid to depositors
  $ 1,324,824     $ 2,180,233  
Interest paid on borrowings
    694,595       998,437  
Income taxes
    184,591       (7,727 )
                 
SUPPLEMENTAL DISCLOSURE OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES
               
Transfers from loans to other real estate owned
  $ 362,092     $ 59,204  

See Notes to Consolidated Condensed Financial Statements.

 
5

 

NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.           BASIS OF PRESENTATION

The consolidated condensed financial statements for the three month periods ended March 31, 2010 and 2009 are unaudited.  In the opinion of the management of North Central Bancshares, Inc. (the “Company”), these financial statements reflect all adjustments, including normal recurring accruals, necessary to present fairly these consolidated financial statements.  The results of operations for the interim periods are not necessarily indicative of results that may be expected for an entire year.  Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the requirements for interim financial statements.  The financial statements and notes thereto should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expense during the reporting periods.  Significant estimates include the determination of the allowance for loan losses, other-than-temporary declines in the fair value of securities, and fair value measurements.  Actual results could differ from those estimates.

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 COMMON SHARE

Basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Income available to common stockholders is net income less preferred stock dividends and accretion of discount on preferred stock, treated as preferred stock dividends.  Diluted earnings per common share reflects the potential dilution that would occur if the Company’s outstanding stock options and warrant were exercised and converted into common stock and the Company’s outstanding restricted stock was vested.  The dilutive effect is computed using the treasury stock method, which assumes all outstanding stock options and warrants are exercised.  The incremental shares issuable upon exercise of the stock options and warrant, to the extent they would have been dilutive, are included in the denominator of the diluted earnings per common share calculation.  The calculation of earnings per common share and diluted earnings per common share for the three months ended March 31, 2010 and 2009 is presented below.

 
6

 

   
Three Months Ended March 31,
 
   
2010
   
2009
 
Basic earnings per common share:
           
Net Income
  $ 628,608     $ 781,648  
Preferred stock dividends and accretion of discount
    132,109       119,126  
Net income available to common stockholders
  $ 496,499     $ 662,522  
Weighted average common shares outstanding - basic
    1,344,948       1,340,148  
Basic earnings per common share
  $ 0.37     $ 0.49  
                 
Diluted earnings per common share:
               
Net income available to common stockholders
    496,499       662,522  
Weighted average common shares outstanding - basic
    1,344,948       1,340,148  
Effect of dilutive securities:
               
Stock Options1
    -       -  
Restricted Stock
    3,500       3,300  
Common stock warrant2
    -       -  
Total diluted average common shares issued and outstanding
    1,348,448       1,343,448  
Diluted earnings per common share
  $ 0.37     $ 0.49  

1For the periods ending March 31, 2010 and 2009, the stock options to purchase common stock totaled 65,200 shares and 73,400 shares respectively. These remaining shares were not dilutive due to the exercise price of the options exceeding the average closing price of the Company's common stock.
2The average closing price of the Company's common stock for the three months ended March 31, 2010 and 2009 was $14.98 and $10.73, respectively.  This was less than the $15.43 exercise price of the common stock warrant to purchase 99,157 shares of common stock, therefore, the warrant was not dilutive.

3.           SECURITIES

Securities available-for-sale as of March 31, 2010 were as follows:

         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
       
   
Cost
   
Gains
   
(Losses)
   
Fair Value
 
                         
Debt securities:
                       
State and local obligations
  $ 4,085,529     $ 82,180     $ (1,726 )   $ 4,165,983  
Mortgage-backed securities(1)
    12,569,857       281,456       (28,006 )     12,823,307  
U.S. Government agencies
    12,542,284       12,489       (79,193 )     12,475,580  
Total
  $ 29,197,670     $ 376,125     $ (108,925 )   $ 29,464,870  

Securities available-for-sale as of December 31, 2009 were as follows:

         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
       
   
Cost
   
Gains
   
(Losses)
   
Fair Value
 
                         
Equity securities, mutual fund
  $ 200,080     $ 6,801     $ -     $ 206,881  
                                 
Debt securities:
                               
State and local obligations
    4,215,913       112,114       (1,530 )     4,326,497  
Mortgage-backed securities (1)
    10,872,331       302,038       (9,056 )     11,165,313  
U.S. Government agencies
    7,552,007       5,163       (80,660 )     7,476,510  
      22,640,251       419,315       (91,246 )     22,968,320  
Total
  $ 22,840,331     $ 426,116     $ (91,246 )   $ 23,175,201  

(1) All mortgage backed securities consist of securities issued by FNMA, FHLMC or GNMA.

 
7

 

Gross unrealized losses and estimated fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of March 31, 2010 and December 31, 2009, are summarized as follows:

   
March 31, 2010
 
   
Less than 12 Months
   
12 Months or More
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
   
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
Debt securities:
                                   
State and local obligations
  $ -     $ -     $ 223,274     $ (1,726 )   $ 223,274     $ (1,726 )
Mortgage-backed securities
    1,984,983       (28,006 )     -       -       1,984,983       (28,006 )
U.S. Government agencies
    11,421,867       (79,193 )     -       -       11,421,867       (79,193 )
Total
  $ 13,406,850     $ (107,199 )   $ 223,274     $ (1,726 )   $ 13,630,124     $ (108,925 )

   
December 31, 2009
 
   
Less than 12 Months
   
12 Months or More
   
Total
 
         
Unrealized
         
Unrealized
         
Unrealized
 
   
Fair Value
   
Losses
   
Fair Value
   
Losses
   
Fair Value
   
Losses
 
Debt securities:
                                   
State and local obligations
  $ 353,470     $ (1,530 )   $ -     $ -     $ 353,470     $ (1,530 )
Mortgage-backed securities
    1,013,063       (9,056 )     -       -       1,013,063       (9,056 )
U.S. Government agencies
    3,919,340       (80,660 )     -       -       3,919,340       (80,660 )
Total
  $ 5,285,873     $ (91,246 )   $ -     $ -     $ 5,285,873     $ (91,246 )

The unrealized losses for the above investment securities are generally due to changes in interest rates and, as such, are considered to be temporary by the Company.  In addition, the Company does not have the intent to sell these investment securities and it is not more likely than not that the Company will be required to sell the securities before their anticipated recovery.

The amortized cost and fair value of debt securities as of March 31, 2010 by contractual maturity is 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:

   
Debt Securities Available-for-Sale
 
   
March 31, 2010
 
   
Amortized
       
   
Cost
   
Fair Value
 
             
Due in one year or less
  $ 225,000     $ 223,274  
Due from one to five years
    5,751,503       5,721,948  
Due from five to ten years
    9,112,175       9,132,708  
Due over 10 years
    1,539,135       1,563,633  
Mortgage-backed securities
    12,569,857       12,823,307  
    $ 29,197,670     $ 29,464,870  

 
8

 

The following is a summary of securities sold, excluding the sale of Federal Home Loan Bank (“FHLB”) stock:

   
Three Months Ended March 31,
 
   
2010
   
2009
 
   
Net Proceeds
               
Net Proceeds
             
   
from Sale
   
Gain
   
(Loss)
   
from Sale
   
Gain
   
(Loss)
 
Equity securities:
                                   
Mutual funds
  $ 207,732     $ 7,652     $ -     $ 250,000     $ -     $ (10,342 )
FHLMC preferred stock
    -       -       -       82,000       -       -  
    $ 207,732     $ 7,652     $ -     $ 332,000       -     $ (10,342 )

4.           OTHER COMPREHENSIVE INCOME (LOSS)

Under FASB guidance on other than temporary impairment (OTTI), credit-related losses on debt securities with OTTI are recorded in current earnings, while the noncredit-related portion of the reduction in fair value is recorded in other comprehensive income (loss).  The Company’s other component of other comprehensive income (loss) consists of the unrealized holding gains and losses on available for sale investment securities which are considered temporary in nature.

The components of other comprehensive income (loss), presented net of taxes for the three months ended March 31, 2010 and 2009, are as follows:

   
Three Months Ended March 31,
 
   
2010
   
2009
 
Other comprehensive income:
           
             
Securities for which a portion of an other-than-temporary impairment has been recorded in earnings:
           
Unrealized holding gain/(loss) arising during the period
  $ 851     $ (47,533 )
(Gain)/loss recognized in earnings
    (7,652 )     10,342  
Net unrealized gain on securities with other-than-temporary impairment before tax expense
    (6,801 )     (37,191 )
Tax expense
    -       -  
Net unrealized (losses) on securities with other-than-temporary impairment, net of tax in other comprehensive income (loss)
    (6,801 )     (37,191 )
                 
Other securities:
               
Unrealized holding gains (losses) arising during the period
    (60,870 )     268,337  
Realized net (gains) losses recognized into net income (loss)
    -       -  
Net unrealized gains (losses) on other securities before tax (expense) benefit
    (60,870 )     268,337  
Tax (expense) benefit
    22,705       (100,089 )
Net unrealized gains (losses) on other securities, net of tax in other comprehensive income (loss)
    (38,165 )     168,248  
Total comprehensive income (loss)
  $ (44,966 )   $ 131,057  

 
9

 

The components of accumulated other comprehensive income, presented net of taxes, are shown in the following table:

   
March 31, 2010
   
December 31, 2009
 
Accumulated other comprehensive income:
           
             
Unrealized gains on available for sale securities for which a port of other- than-temporary impairment has been recorded in earnings, net of tax of $0 at March 31, 2010 and December 31, 2009
  $ -     $ 6,801  
                 
Unrealized gains on available for sale securities which are not other-than- temporarily impaired, net of tax of $99,665 and $122,370 at     167,534       205,699  
March 31, 2010 and December 31, 2009, respectively
  $  167,534     $  212,500  

5.           FAIR VALUE

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value and expand disclosures about fair value measurements.  The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures.  The Company did not have any liabilities that were measured at fair value at March 31, 2010.  The Company’s securities available for sale are recorded at fair value on a recurring basis.  Additionally, from time to time, the Company may be required to record at fair value other assets or liabilities on a non-recurring basis, such as other real estate owned and impaired loans.  These non-recurring fair value adjustments involve the application of lower-of-cost-or-fair value accounting or write-downs of individual assets.

In accordance with ASC 820, the Company groups its assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.  These levels are:

·
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

·
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

·
Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include the use of option pricing models, discounted cash flow models, and similar techniques.  The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

 
10

 

Fair value measurements for assets measured at fair value on a recurring basis are as follows:

   
Fair Value Measurements at March 31, 2010
 
   
(dollars in thousands)
 
   
Quoted Prices
                   
   
in Active Markets
   
Significant Other
   
Significant
       
   
for Identical Assets
   
Observable Inputs
   
Unobservable Inputs
       
Description
 
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Securities available-for-sale
                       
State and local obligations
  $ -     $ 4,166     $ -     $ 4,166  
Mortgage-backed securities
    -       12,823       -       12,823  
U.S. Government agencies
    -       12,476       -       12,476  
Total securities available-for-sale
  $ -     $ 29,465     $ -     $ 29,465  

   
Fair Value Measurements at December 31, 2009
 
   
(dollars in thousands)
 
   
Quoted Prices
                   
   
in Active Markets
   
Significant Other
   
Significant
       
   
for Identical Assets
   
Observable Inputs
   
Unobservable Inputs
       
Description
 
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Securities available-for-sale
                       
Equity securities, mutual fund
  $ 207     $ -     $ -     $ 207  
State and local obligations
    -       4,326       -       4,326  
Mortgage-backed securities
    -       11,165       -       11,165  
U.S. Government agencies
    -       7,477       -       7,477  
Total securities available-for-sale
  $ 207       22,968       -       23,175  

At December 31, 2009, a portion of the securities available-for-sale portfolio was an equity security consisting of a mortgage bond mutual fund investment.  The fair value used by the Company represents quoted market prices for the identical securities (Level 1 inputs).  This security was sold during the first quarter of 2010.

The securities available-for-sale (excluding equity securities) portfolio consists of mortgage-backed securities, government bonds, and municipal bond investments whereby the Company obtains fair values from an independent pricing service.  The fair values are determined by pricing models that consider observable market data, such as interest rate volatilities, LIBOR yield curve, credit spreads and prices from market makers and live trading systems (Level 2 inputs).

 
11

 

Fair value measurements for assets measured at fair value on a non recurring basis are as follows:

   
Fair Value Measurements at March 31, 2010
 
   
(dollars in thousands)
 
   
Quoted Prices 
                   
   
in Active Markets
   
Significant Other
   
Significant
       
   
for Identical Assets
   
Observable Inputs
   
Unobservable Inputs
       
Description
 
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
                       
Impaired loans
  $ -     $ -     $ 9,746     $ 9,746  
Foreclosed real estate
    -       -       1,471       1,471  
Total
  $ -     $ -     $ 11,217     $ 11,217  

   
Fair Value Measurements at December 31, 2009
 
   
(dollars in thousands)
 
   
Quoted Prices 
                   
   
in Active Markets
   
Significant Other
   
Significant
       
   
for Identical Assets
   
Observable Inputs
   
Unobservable Inputs
       
Description
 
(Level 1)
   
(Level 2)
   
(Level 3)
   
Total
 
Assets:
                       
Impaired loans
  $ -     $ -     $ 8,435     $ 8,435  
Foreclosed real estate
    -       -       1,709       1,709  
Total
  $ -     $ -     $ 10,144     $ 10,144  

Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value.  Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy.  Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable.  Such collateral’s fair value is determined based on appraisals by qualified licensed appraisers hired by the Company, and/or management’s expertise and knowledge of the client and client’s business.

Foreclosed real estate is initially recorded at fair value less estimated selling costs.  Subsequently it is carried at the lower of cost or fair value less estimated selling costs.  Fair value is estimated through current appraisals or listing prices.  Estimated fair values may be adjusted by management to reflect current economic and market conditions and, as such, are classified as Level 3.

Fair Value Disclosures

Generally accepted accounting principles require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.  The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value on a recurring or non-recurring basis are discussed above.  The methodologies for other financial assets and financial liabilities are discussed below:

Cash and due from banks:  The carrying amount of cash and due from banks represents the fair value.

Investments in certificates of deposit:  The carrying amount of investments in certificates of deposit represents the fair value due to the short term nature of the investments.

Federal Home Loan Bank stock:  The fair value of this untraded stock is estimated at its carrying value because the Company is able to redeem the stock with the Federal Home Loan Bank at par value.

Loans held for sale:  Fair values are based on quoted market prices of similar loans sold on the secondary market.

 
12

 

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.

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 March 31, 2010 and December 31, 2009 the carrying amount and fair value of the commitments were not significant.

   
March 31, 2010
   
December 31, 2009
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Amount
   
Value
   
Amount
   
Value
 
         
(nearest 000)
         
(nearest 000)
 
Financial assets:
                       
Cash and due from banks
  $ 22,944,935     $ 22,945,000     $ 21,766,170     $ 21,766,000  
Investments in certificates of deposit
    4,176,000       4,176,000       -       -  
Securities available-for-sale
    29,464,870       29,465,000       23,175,201       23,175,000  
FHLB stock
    3,549,100       3,549,000       3,924,700       3,925,000  
Loans, net
    362,167,774       371,512,000       374,854,993       384,950,000  
Loans held for sale
    515,765       516,000       1,333,933       1,334,000  
Accrued interest receivable
    1,872,586       1,873,000       1,867,970       1,868,000  
Financial liabilities:
                               
Deposits
    342,107,213       345,787,000       334,813,060       338,105,000  
Borrowed funds
    57,500,000       59,576,000       66,500,000       69,132,000  
Accrued interest payable
    333,490       333,000       330,804       331,000  

6.           OPERATING SEGMENTS

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

Transactions between affiliates, the resulting revenues of which are shown in the inter-segment revenue category, are conducted at market prices that would be paid if the companies were not affiliates.

 
13

 

   
Three Months Ended March 31, 2010
   
Three Months Ended March 31, 2009
 
   
Traditional
               
Traditional
             
   
Banking
   
All Others
   
Total
   
Banking
   
All Others
   
Total
 
                                     
Interest income
  $ 5,787,786     $ -     $ 5,787,786     $ 6,465,795     $ -     $ 6,465,795  
Interest expense
    1,994,037       28,068       2,022,105       3,038,694       29,299       3,067,993  
Net interest income (loss)
    3,793,749       (28,068 )     3,765,681       3,427,101       (29,299 )     3,397,802  
Provision for loan losses
    800,000       -       800,000       160,000       -       160,000  
Net interest income (loss) after provision for loan losses
    2,993,749       (28,068 )     2,965,681       3,267,101       (29,299 )     3,237,802  
Noninterest income
    1,240,943       423,654       1,664,597       1,442,974       520,814       1,963,788  
Securities gains (losses), net
    7,652       -       7,652       (10,342 )     -       (10,342 )
Noninterest expense
    3,323,797       429,025       3,752,822       3,574,135       481,165       4,055,300  
Income (loss) before income taxes
    918,547       (33,439 )     885,108       1,125,598       10,350       1,135,948  
Provision for income taxes
    263,700       (7,200 )     256,500       339,700       14,600       354,300  
Net income (loss)
  $ 654,847     $ (26,239 )   $ 628,608     $ 785,898     $ (4,250 )   $ 781,648  
Inter-segment revenue (expense)
  $ 175,274     $ (175,274 )   $ -     $ 195,194     $ (195,194 )   $ -  
Total assets
  $ 448,802,731     $ 3,625,259     $ 452,427,990     $ 474,690,621     $ 3,865,677     $ 478,556,298  
Total deposits
  $ 342,107,213     $ -     $ 342,107,213     $ 350,474,852     $ -     $ 350,474,852  

7.           DIVIDENDS

On February 26, 2010, the Company declared a cash dividend on its common stock, payable on April 2, 2010 to stockholders of record as of March 12, 2010, equal to $0.01 per share.  On February 15, 2010, the Company paid an aggregate cash dividend of $127,500 on the Fixed Rate Cumulative Perpetual Preferred Stock, Series A issued to the United States Department of the Treasury.

8.           CURRENT ACCOUNTING DEVELOPMENTS

In June 2009, the FASB issued guidance on Accounting for Transfers of Financial Asset, to improve the reporting for the transfers of financial assets resulting from (1) practices that have developed that are not consistent with the original intent and key requirements of prior FASB guidance and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors.  The Company adopted this standard effective January 1, 2010.  The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In January 2010, the FASB issued guidance requiring increased fair value disclosures.  There are two components to the increased disclosure requirements set forth in the update:  (1) a description of, as well as the disclosure of, the dollar amount of transfers in or out of level one or level two (2) in the reconciliation for fair value measurements using significant unobservable input (level 3), a reporting entity should present separately information about purchases, sales, issuances and settlements (that is, gross amounts shall be disclosed as opposed to a single net figure).  Increased disclosures regarding the transfers in/out of level one and two are required for interim and annual periods beginning after December 15, 2009.  The adoption of this portion of the standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.  Increased disclosures regarding the level three fair value reconciliation are required for fiscal years beginning after December 15, 2010.  The adoption of this portion of the standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

9.           RECLASSIFICATIONS

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

 
14

 

Item 2.  Management’s Discussion and Analysis Of Financial Condition and Results Of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements consisting of estimates with respect to the consolidated financial condition, results of operations and business of the Company and its subsidiaries, including the Bank, that are subject to various factors which could cause actual results to differ materially from these estimates, including those set forth in Part I, Item 1A — Risk Factors included in the Company’s 2009 Annual Report on Form 10-K.  These factors include changes in general, economic, market, legislative and regulatory conditions, and the development of an interest rate environment that adversely affects the interest rate spread or other income anticipated from the Company’s operations and investments.  The Company’s actual results may differ from the results discussed in the forward-looking statements.  The Company disclaims any obligation to publicly announce future events or developments that may affect the forward-looking financial statements contained herein.

Executive Overview

The purpose of this summary is to provide an overview of the items management focuses on when evaluating the condition of the Company and its success in implementing its business and shareholder value strategies. The Company’s business strategy is to operate the Bank as a well-capitalized, profitable and independent community oriented savings bank.  The Company’s shareholder value strategy has three major themes: (1) enhancing shareholders’ value; (2) making its retail banking franchise more valuable; and (3) efficiently utilizing its capital.

Management believes the following were important factors in the Company’s performance during the quarter ended March 31, 2010:
 
 
The credit crisis affecting the financial markets and residential housing that began in 2007 turned out to be just the flashpoint for a severe and prolonged recession.  While recently published economic data indicates that the downturn may be easing, the current economic environment continues to affect the Company, the Bank, and the financial industry generally, and it is not clear when or at what speed the economy will recover.

 
The Company has taken significant steps to reduce the risk of additional loan losses.  Specifically, a senior credit administration position has been added to actively manage and monitor asset quality and problem loans.  During the quarter ended March 31, 2010 the Company increased its provision for loan losses to $800,000 compared to $160,000 in the quarter ended March 31, 2009.  The Company continues to monitor its loan portfolio with the objective of avoiding defaults or write-downs.  Despite these actions, the possibility of additional losses can not be eliminated.  The Board of Directors and all employees continue to work hard to make the best of these continuing challenging conditions.

 
The level of non-performing assets as a percentage of total assets increased to 3.58% as of March 31, 2010 from 3.54% as of December 31, 2009.  The Company remains focused on credit quality and continues to take a pro-active approach to addressing and minimizing the financial impact of these assets.

 
The Company continues its focus on earnings through management of net interest margin, successfully increasing the margin to 3.53% for the quarter ended March 31, 2010 from 3.04% for the quarter ended March 31, 2009.

 
Capital remains strong, with stockholders’ equity as a percentage of total assets increasing to 10.77% at March 31, 2010 from 10.61% at December 31, 2009.  The Bank continues to be considered “well capitalized” under regulatory capital requirements with a total risk based capital ratio of 15.6% at March 31, 2010.

 
15

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

The Company’s accounting policies are described in the “Notes to Consolidated Financial Statements” of the Company’s 2009 Annual Report on Form 10-K.  Based on its consideration of accounting policies that involve the most complex and subjective estimates and judgments, management has identified its most critical accounting policies to be those related to the allowance for loan losses and asset impairment judgments.

The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged off 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 trends of those economic conditions.  To the extent that actual results differ from forecasts and management’s judgment, the allowance for loan losses may be greater or less than future charge-offs.

Asset impairment judgments include evaluating the decline in fair value of available-for-sale securities below their cost.  Declines in fair value of available-for-sale securities below their cost that are deemed to be other-than-temporary are reflected in earnings as realized losses.  In estimating OTTI losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent of the Company to not sell the security and whether it is more-likely-than-not that the Company will be required to sell the security before its anticipated recovery.

FINANCIAL CONDITION

Total assets decreased $2.6 million, or 0.6%, to $452.4 million at March 31, 2010, from $455.0 million at December 31, 2009.  The decrease in assets was primarily due to a decrease in net loans receivable, offset in part by an increase in securities available-for-sale and investments in certificates of deposits.  The increase in investments in certificates of deposits was due to the purchase of $4.2 million of certificates of deposit of other financial institutions during the three months ended December 31, 2010.  The increase in securities available-for-sale was primarily due to the purchase of $7.5 million of securities for the three months ended March 31, 2010, offset in part by payments, maturities and the sale of securities in the 2010 period.  The increases in securities available for sale and investments in certificates of deposit were primarily funded by loan repayments and increases in deposits.

Net loans receivable decreased by $12.7 million, or 3.4%, to $362.2 million at March 31, 2010, from $374.9 million at December 31, 2009, primarily due to payments and prepayments of $23.2 million and loan sales of $6.3 million during the three months ended March 31, 2010. These payments, prepayments, and loan sales were offset in part by the origination of $11.8 million of first mortgage loans primarily secured by one-to-four family residences and commercial real estate, and the origination of $5.8 million of consumer loans during the three months ended March 31, 2010. The Company generally sells all fixed-rate residential loans originated with maturities of 15 years or more in the secondary mortgage market in order to reduce interest rate risk.

At March 31, 2010, net loans consisted of (i) $150.1 million of one-to-four family real estate representing a decrease of $1.9 million from December 31, 2009, (ii) $82.2 million of commercial real estate loans representing a decrease of $3.5 million for December 31, 2009, (iii) $58.5 million of multi-family real estate loans representing a decrease of $4.4 million from December 31, 2009, and (iv) $71.4 million of consumer loans representing a decrease of $2.9 million from December 31, 2009.  The decrease in the loan portfolio is primarily due to general decreases in demand for new loans and the Company’s curtailment of out of state lending.

 
16

 

At March 31, 2010, the Company’s loan portfolio included $104.0 million of loans secured by out of state properties, compared to $111.8 at December 31, 2009.  These loans represented 28.1% of the Company’s total loan portfolio at March 31, 2010 compared to 29.2% at December 31, 2009 and are primarily multifamily and commercial real estate loans.  There were no originations or purchase of loans secured by out of state properties during the three months ended March 31, 2010.  The Company has curtailed its out of state lending in the current economic environment.

The following table provides information regarding nonaccrual loans and nonperforming assets as of the dates indicated.

   
March 31,
   
December 31,
 
   
2010
   
2009
 
   
(Dollars in thousands)
 
             
First mortgage loans:
           
One- to four-family residential
  $ 4,290     $ 4,323  
Multifamily and commercial properties
    9,440       9,033  
Consumer loans
    980       993  
Total nonaccrual loans
    14,710       14,349  
                 
90 days past due loans (still accruing interest)
    -       -  
Other nonperforming loans
    -       -  
Total nonperforming loans
    14,710       14,349  
                 
Total foreclosed real estate
    1,471       1,709  
Other nonperforming assets
    36       42  
Total nonperforming assets
  $ 16,217     $ 16,100  
                 
Total nonaccrual loans to net loans receivable
    4.06 %     3.83 %
Total nonaccrual loans to total assets
    3.25 %     3.15 %
Total nonperforming assets to total assets
    3.58 %     3.54 %
 
The allowance for loan loss was $7.8 million at March 31, 2010, compared to $7.2 million at December 31, 2009.  The allowance for loan losses at March 31, 2010 was 2.09% of loans and 52.76% of nonperforming loans, compared to 1.87% of loans and 49.97% of nonperforming loans at December 31, 2009, and 1.36% of loans and 56.31% of nonperforming loans at March 31, 2009.  Additions to the allowance for loan loss in the three months ended March 31, 2010 were due to a deterioration of economic conditions, downgrades in internal risk ratings, primarily in certain land and land development loans, reductions in appraised values, and higher levels of charge-offs.  Further deterioration in an impaired real estate development loan located in Florida contributed to the provision in the current quarter.  Nonperforming loans were $14.71 million, or 3.96% of total loans, at March 31, 2010, compared to $14.35 million, or 3.75% of total loans, at December 31, 2009, and $9.59 million or 2.40% of total loans at March 31, 2009. Foreclosed real estate increased to $1.47 million at March 31, 2010 from $1.05 million at March 31, 2009.

 
17

 

The following table summarizes the activity in the allowance for loan losses for the three months ended March 31, 2010 and 2009, as well as other common ratios related to the allowance for loan losses.

   
Three Months Ended March 31,
 
   
2010
   
2009
   
Change
 
   
(Dollars in thousands)
 
Balance at beginning of period
  $ 7,171     $ 5,379     $ 1,792  
Charge-offs
    (214 )     (117 )   $ (97 )
Recoveries
    4       3     $ 1  
Net charge-offs
    (210 )     (114 )   $ (96 )
Provision charged to operations
    800       160       640  
Balance at end of period
  $ 7,761     $ 5,425     $ 2,336  
                         
Average loans outstanding
  $ 376,160     $ 403,973          
                         
Ratio of net charge-offs during the period to average loans outstanding
    0.06 %     0.03 %        
 
The following table sets forth information with respect to the Company’s loan delinquencies.

   
March 31, 2010
   
December 31, 2009
 
   
Iowa
   
Out of State
   
Total
   
Iowa
   
Out of State
   
Total
 
   
(Dollars in thousands)
 
One-to-four family mortgage loans:
                                   
Loans 60 to 89 days delinquent
  $ 1,038     $ -     $ 1,038     $ 1,555     $ -     $ 1,555  
Loans 90 days or more delinquent
    2,676       -       2,676       2,823       -       2,823  
Multifamily and commercial first mortgage loans:
                                               
Loans 60 to 89 days delinquent
    -       593       593       -       -       -  
Loans 90 days or more delinquent
    5,344       2,394       7,738       5,873       4,660       10,533  
Consumer loans:
                                               
Loans 60 to 89 days delinquent
    208       -       208       292       -       292  
Loans 90 days or more delinquent
    942       -       942       993       -       993  

The following table sets forth information with respect to the Company’s classified assets which include nonperforming loans, impaired loans and foreclosed real estate.

   
March 31, 2010
   
December 31, 2009
 
   
(Dollar In thousands)
 
             
Substandard assets
  $ 21,834     $ 21,224  
Doubtful assets
    3,673       3,029  
Loss assets
    20       129  
Total classified assets
  $ 25,527     $ 24,382  

Management believes that the allowance for loan losses was adequate as of March 31, 2010.  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.

 
18

 

Deposits increased $7.3 million, or 2.2%, to $342.1 million at March 31, 2010, from $334.8 million at December 31, 2009, primarily reflecting increases in NOW and savings account balances of $7.3 million and $2.1 million, offset in part by decreases in noninterest bearing, money market and certificates of deposits balances of $600,000, $600,000 and $900,000, respectively.  NOW deposits increased primarily due to the Company’s promotion of F1Rst Perks which is a new deposit account introduced in late 2009 that offers a higher interest rate based on certain transactional activity.  Borrowings, primarily FHLB advances, decreased $9.0 million, or 13.5%, to $57.5 million at March 31, 2010, from $66.5 million at December 31, 2009. This decrease was due to the normal repayment of borrowings due to maturities which were not replaced because of growth in deposits and the decline in demand for new loans.

Total stockholders’ equity increased $400,000, or 0.8%, to $48.7 million at March 31, 2010, from $48.3 million at December 31, 2009, primarily due to earnings in the 2010 quarter, offset in part by dividends paid to stockholders.

The Office of Thrift Supervision (the “OTS”) requires the Bank to meet minimum tangible, leverage (core) and risk-based capital requirements.  As of March 31, 2010, the Bank exceeded all of its regulatory capital requirements.  The Bank’s required and actual capital levels as of March 31, 2010 and December 31, 2009 were as follows:

                           
To Be Well-Capitalized
 
               
For Capital
   
Under Prompt Corrective
 
   
Actual
   
Adequacy Purposes
   
Action Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
   
(000's)
         
(000's)
         
(000's)
       
As of March 31, 2010:
                                   
Total Capital (to risk-weighted assets)
  $ 48,989       15.6 %   $ 25,087       8.0 %   $ 31,359       10.0 %
Tier I Capital (to risk-weighted assets)
    45,104       14.4       12,543       4.0       18,815       6.0  
Tier I (Core) Capital (to adjusted assets)
    45,104       10.0       13,565       3.0       22,608       5.0  
Tangible Capital (to adjusted assets)
    45,104       10.0       6,782       1.5       -       -  
                                                 
As of December 31, 2009:
                                               
Total Capital (to risk-weighted assets)
  $ 48,429       14.9 %   $ 26,080       8.0 %   $ 32,600       10.0 %
Tier I Capital (to risk-weighted assets)
    44,450       13.6       13,040       4.0       19,560       6.0  
Tier I (Core) Capital (to adjusted assets)
    44,450       9.8       13,636       3.0       22,727       5.0  
Tangible Capital (to adjusted assets)
    44,450       9.8       6,818       1.5       -       -  
 
 
19

 

RESULTS OF OPERATIONS

The following table shows selected financial results and measures for the three months ended March 31, 2010, compared with the same periods in 2009.

   
Three Months Ended March 31,
 
   
2010
   
2009
 
Net income
  $ 628,608     $ 781,648  
                 
Average assets
    456,276,867       478,688,772  
Average stockholders equity
    48,640,617       44,995,388  
                 
Return on assets
    0.55 %     0.65 %
                 
Return on equity
    5.17 %     6.95 %
                 
Efficiency ratio
    69.11 %     75.63 %
 
Definitions of ratios:
Return on assets - annualized net income divided by average assets.
Return on equity - annualized net income divided by average stockholders equity.
Efficiency ratio - noninterest expense divided by the sum of noninterest income plus net interest income.

Net Income.  Net income decreased by $153,000 to $629,000 for the quarter ended March 31, 2010, compared to $782,000 for the quarter ended March 31, 2009.  The decrease in net income was primarily due to an increase in provision for loan losses and decreases in noninterest income, offset in part by an increase in net interest income and a decrease in noninterest expense.

 
20

 

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.
 
Data for the three months ended March 31:
   
Average Balance
   
Interest Income/Expense
   
Yield/Rate
 
   
2010
   
2009
   
Change
   
Change-%
   
2010
   
2009
   
Change
   
Change-%
   
2010
   
2009
   
Change
 
Assets:
                                                                 
Interest-earning assets:
                                                                 
Loans
    376,160,171       403,972,899       (27,812,728 )     -6.88 %     5,553,110       6,185,217       (632,107 )     -10.22 %     5.94 %     6.15 %     -0.21 %
Securities available-for-sale
    27,979,694       27,626,894       352,800       1.28 %     221,556       274,024       (52,468 )     -19.15 %     3.17 %     3.97 %     -0.80 %
Investments in certificates of deposit
    644,710       -       644,710       100 %     2,248       -       2,248       100 %     1.41 %     0.00 %     100 %
Interest-bearing cash
    21,922,317       13,964,690       7,957,627       56.98 %     10,872       6,554       4,318       65.88 %     0.20 %     0.19 %     0.01 %
Total interest-earning assets
    426,706,892       445,564,483       (18,857,591 )     -4.23 %     5,787,786       6,465,795       (678,009 )     -10.49 %     5.45 %     5.83 %     -0.38 %
Noninterest-earning assets
    29,569,975       33,124,289       (3,554,314 )     -10.73 %                                                        
Total assets
    456,276,867       478,688,772       (22,411,905 )     -4.68 %                                                        
                                                                                         
Liabilities and Equity:
                                                                                       
Interest-bearing liabilities:
                                                                                       
NOW and money market savings
    117,147,812       93,556,212       23,591,600       25.22 %     179,352       136,872       42,480       31.04 %     0.62 %     0.59 %     0.03 %
Savings
    29,851,447       27,045,661       2,805,786       10.37 %     14,760       15,943       (1,183 )     -7.42 %     0.20 %     0.24 %     -0.04 %
Certificates of Deposit
    174,797,944       209,812,863       (35,014,919 )     -16.69 %     1,133,398       1,916,741       (783,343 )     -40.87 %     2.63 %     3.70 %     -1.07 %
Borrowed funds
    63,001,854       81,052,122       (18,050,268 )     -22.27 %     694,595       998,437       (303,842 )     -30.43 %     4.47 %     5.00 %     -0.53 %
Total interest-bearing liabilities
    384,799,057       411,466,858       (26,667,801 )     -6.48 %     2,022,105       3,067,993       (1,045,888 )     -34.09 %     2.13 %     3.02 %     -0.89 %
Noninterest-bearing liabilities
    22,837,193       22,226,526       610,667       2.75 %                                                        
Total liabilities
    407,636,250       433,693,384       (26,057,134 )     -6.01 %                                                        
Equity
    48,640,617       44,995,388       3,645,229       8.10 %                                                        
Total liabilities and equity
    456,276,867       478,688,772       (22,411,905 )     -4.68 %                                                        
                                                                                         
Net interest income
                                    3,765,681       3,397,802       367,879       10.83 %                        
                                                                                         
Net interest rate spread
                                                                    3.32 %     2.81 %     0.51 %
Net interest margin
                                                                    3.53 %     3.04 %     0.49 %
                                                                                         
Ratio of average interest-earnings assets to average interest-bearing liabilities
    110.89 %     108.29 %                                                                        

Net Interest Income.  Fluctuations in net interest income can result from the combination of changes in the balances of asset and liability categories and changes in interest rates.  Interest rates earned and paid are also affected by general economic conditions, particularly changes in market interest rates, and by competitive factors, government policies, and the actions of regulatory authorities.  Net interest income before provision for loan losses increased by $368,000, or 10.8%, to $3.77 million for the quarter ended March 31, 2010, from $3.40 million for the quarter ended March 31, 2009.  The increase was primarily due to an increase in net interest rate spread (i.e., the difference in the average yield on assets and average cost of liabilities) and a decrease in the average balance of interest-bearing liabilities, offset in part by a decrease in the average balance of interest-earning assets.  The interest rate spread increased to 3.32% for the quarter ended March 31, 2010, from 2.81% for the quarter ended March 31, 2009.  The increase in interest rate spread reflects a decrease in cost of funds, offset in part by a decrease in the yield on interest-earning assets.

Interest Income.  Interest income decreased by $678,000, or 10.5%, to $5.79 million for the quarter ended March 31, 2010, compared to $6.47 million for the quarter ended March 31, 2009.  The decrease in interest income was due to a decrease in the average balance of interest-earning assets and a decrease in the yield on interest-earning assets.  The average balance of interest-earning assets decreased $18.9 million to $426.7 million for the quarter ended March 31, 2010, from $445.6 million for the quarter ended March 31, 2009.  The average yield on interest-earning assets decreased to 5.45% for the quarter ended March 31, 2010, from 5.83% for the quarter ended March 31, 2009, primarily due to a decrease in market rates on first mortgage loans secured by one-to-four family real estate, commercial real estate, and multifamily residences and consumer loans and securities available-for-sale.  The decrease in the average balance of interest-earning assets primarily reflects decreases in the average balances of first mortgage loans secured by one-to-four family real estate and commercial real estate and consumer loans, offset in part by an increase in the average balance of multifamily residences, securities available-for-sale, investments in certificates of deposit and interest-bearing cash.  The decrease in the average balance of first mortgage loans was derived from payments, prepayments, and sales of loans offset in part by the origination and purchases of first mortgage loans secured by one-to-four family real estate and commercial real estate during the three months ended March 31, 2010.  The increase in the average balance of securities available-for-sale was primarily due to the purchases of securities available-for-sale, offset in part by payments, maturities, and sale of securities.

 
21

 

Interest Expense.  Interest expense decreased by $1.05 million, or 34.1%, to $2.02 million for the quarter ended March 31, 2010, compared to $3.07 million for the quarter ended March 31, 2009.  The decrease in interest expense was due to a decrease in the average balance of interest-bearing liabilities and a decrease in the cost of funds on interest-bearing liabilities. The average balance of interest-bearing liabilities decreased $26.7 million to $384.8 million for the quarter ended March 31, 2010, from $411.5 million for the quarter ended March 31, 2009.  The decrease in the average balance of interest-bearing liabilities primarily reflects a decrease in borrowed funds and certificates of deposit, offset in part by an increase in NOW, money market and savings account balances.  The decrease in the average balance of borrowed funds was primarily due to normal repayments of borrowings due to maturities.  The average cost of funds was 2.13% for the quarter ended March 31, 2010, compared to 3.02% for the quarter ended March 31, 2009.

Provision for Loan Losses. 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, a review of classified loans, a realistic determination of value and adequacy of underlying collateral, levels and trends of loan categories, industry standards, past due loans, economic conditions, the volume and type of loans in the Company’s portfolio, and other factors related to the collectibility of the Company’s loan portfolio.  The Company’s provision for loan losses was $800,000 and $160,000 for the quarters ended March 31, 2010 and 2009, respectively, representing an increase of $640,000, or 400%.  The increase in provision for loan losses for the 2010 quarter was primarily a result of continuing recessionary conditions negatively impacting the construction and real estate development, commercial real estate, and consumer sectors. Further deterioration in an impaired real estate development loan located in Florida contributed to the provision in the current quarter.  Net charge-offs were $210,000 for the quarter ended March 31, 2010, compared to $114,000 for the quarter ended March 31, 2009.

Noninterest Income.  The following table shows the changes in the noninterest income categories shown in the Consolidated Condensed Statements of Income for the periods presented.

   
Three Months Ended March 31,
 
   
2010
   
2009
   
Change
   
Change %
 
Noninterest income:
                       
Fees and service charges
  $ 1,076,762     $ 1,048,400     $ 28,362       2.7 %
Abstract fees
    142,621       216,752       (74,131 )     -34.2 %
Mortgage banking income
    112,187       314,743       (202,556 )     -64.4 %
Loan prepayment fees
    10,079       12,654       (2,575 )     -20.3 %
Other income:
                               
Increase in CSV – BOLI
    59,743       60,765       (1,022 )     -1.7 %
Investment and Insurance sales
    170,895       206,933       (36,038 )     -17.4 %
Foreclosed real estate net earnings
    (41,060 )     (18,026 )     (23,034 )     127.8 %
Rental income
    121,657       118,298       3,359       2.8 %
All other
    11,713       3,269       8,444       258.3 %
Total other income
  $ 322,948     $ 371,239     $ (48,291 )     -13.0 %
                                 
Total noninterest income
  $ 1,664,597     $ 1,963,788     $ (299,191 )     -15.2 %

Total noninterest income decreased by $299,000, or 15.2%, to $1.66 million for the quarter ended March 31, 2010, from $1.96 million for the quarter ended March 31, 2009.  The decrease in noninterest income was primarily due to decreases in mortgage banking income, loan prepayment fees, abstract fees, and other income, offset in part by an increase in fees and service charges.  Mortgage banking income decreased $203,000 for the quarter ended March 31, 2010 compared to the same period of 2009 due to a decrease in loans originated for the secondary market.  Abstract fees decreased $74,000 for the quarter ended March 31, 2010 compared to the same period of 2009 due to the decline in mortgage loan demand.  Other income, which primarily includes investment and insurance sales and foreclosed real estate net earnings, decreased $48,000 for the quarter ended March 31, 2010 compared to the same period of 2009 primarily due to a decrease in the volume of sales of annuities and securities and an increase in losses and expenses related to foreclosed real estate.  Fees and service charges increased $28,000 for the quarter ended March 31, 2010 compared to the same period of 2009 primarily due to an increase in interchange fees associated with demand deposit accounts, offset by a decrease in overdraft fees.

 
22

 

Securities Gains/(Losses).   Net gains on securities increased $18,000 to $8,000 for the quarter end March 31, 2010 compared to a net loss of $10,000 for the same period in 2009. The increase in net gain on securities was due to the sale of a mortgage bond mutual fund investment.

Noninterest Expense.  The following table shows the changes in the noninterest expense categories shown in the Consolidated Condensed Statements of income for the periods presented.

   
Three Months Ended March 31,
 
   
2010
   
2009
   
Change
   
Change %
 
Noninterest expense:
                       
Compensation and employee benefits
  $ 1,889,859     $ 1,867,385     $ 22,474       1.2 %
Premises and equipment
    501,090       486,632       14,458       3.0 %
Data processing
    213,123       208,673       4,450       2.1 %
FDIC insurance expense
    143,817       99,219       44,598       44.9 %
Other expense:
                               
Advertising and promotions
    66,508       117,151       (50,643 )     -43.2 %
Professional fees
    142,050       301,805       (159,755 )     -52.9 %
Printing, postage, and supplies
    92,798       101,756       (8,958 )     -8.8 %
Checking account charges
    82,914       85,966       (3,052 )     -3.6 %
Insurance
    42,750       40,655       2,095       5.2 %
OTS general assessment
    34,329       34,465       (136 )     -0.4 %
Telephone
    32,571       38,816       (6,245 )     -16.1 %
Apartment operating costs
    89,836       87,108       2,728       3.1 %
Employee costs
    42,622       47,634       (5,012 )     -10.5 %
ATM expense
    145,842       137,831       8,011       5.8 %
Foreclosed real estate impairment
    9,958       84,463       (74,505 )     -88.2 %
All other
    222,755       315,741       (92,986 )     -29.5 %
Total other expense
  $ 1,004,933     $ 1,393,391     $ (388,458 )     -27.9 %
                                 
Total noninterest expense
  $ 3,752,822     $ 4,055,300     $ (302,478 )     -7.5 %

Total noninterest expense decreased by $302,000, or 7.5%, to $3.75 million for the quarter ended March 31, 2010, from $4.06 million for the quarter ended March 31, 2009.  The decrease in noninterest expense was primarily due to decreases in other expenses, offset in part by increases in compensation and employee benefits, FDIC insurance expense, premises and equipment and data processing expenses. Compensation and employee benefits increased $22,000 for the quarter ended March 31, 2010 compared to the same period of 2009 due to an increase in the number of full time equivalent employees, normal salary increases and increased pension plan expenses.  FDIC insurance expense increased $45,000 for the quarter ended March 31, 2010 compared to the same period of 2009 due to an increase in assessment fees. The increase in premises and equipment of $14,000 was primarily due to increases in information technology enhancements and property taxes.  Other expenses decreased $388,000 for the quarter ended March 31, 2010 compared to the same period of 2009 primarily due to a decrease in legal and other professional fees, foreclosed real estate impairment, and advertising and promotions. The Company’s efficiency ratio for the quarter ended March 31, 2010 and 2009 was 69.11% and 75.63%, respectively.

Income Taxes.  Provision for income taxes decreased by $98,000, or 27.7%, to $256,000 for the quarter ended March 31, 2010, compared to $354,000 for the quarter ended March 31, 2009.  The decrease in income taxes was primarily due to a decrease in income before income taxes.

 
23

 

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funds are deposits, amortization and prepayment of loans, borrowings such as FHLB advances, brokered certificates of deposit, maturities of securities and other investments, and earnings and funds provided from operations.  During the first quarter of 2010 and 2009, principal payments, prepayments, and proceeds from the sale of loans totaled $29.4 million and $47.7 million, respectively.  The net increase in deposits during the first quarter of 2010 and 2009 totaled $7.3 million and $305,000, respectively.  During the first quarter of 2010 and 2009, the proceeds from the maturities, calls and sales of securities totaled $1.5 million and $1.6 million, respectively.  Cash provided from operating activities during the first quarter of 2010 and 2009 totaled $2.1 million and $899,000, respectively.  The Company’s primary use of funds is to originate and purchase loans, purchase securities available-for-sale and investments in certificates of deposit, repay borrowed funds and other financing activities.  During the first quarter of 2010 and 2009, the Company’s gross purchases and origination of loans totaled $17.8 million and $41.0 million, respectively.  The purchase of securities available-for-sale for the three months ended March 31, 2010 totaled $7.5 million compared to $3.8 million for the three months ended March 31, 2009. The purchase of investments in certificates of deposit for the three months ended March 31, 2010 totaled $4.2 million compared to none for 2009.  The repayment of borrowed funds during the first three months of 2010 and 2009 totaled $9.0 million and $4.5 million, respectively.  The Company has borrowing capacity available from the Federal Home Loan Bank of approximately $92 million at March 31, 2010.  OTS regulations require the Company to maintain sufficient liquidity to ensure its safe and sound operation.  For additional information about cash flows from the Company’s operating, financing and investing activities, see the Consolidated Condensed Statements of Cash Flows in the Company’s financial statements included in Part I, Item 1 of this report.

On January 9, 2009, the Company completed the issuance of $10.2 million of our Series A Preferred Stock and the Warrant under the TARP-CPP. Although the Bank would have remained “well capitalized” without these funds, this new equity investment increased the capacity to support economic activity and growth in each of the communities served by the Bank through responsible lending.

On January 8, 2010, the Company paid a quarterly cash dividend of $0.01 per share of common stock to its shareholders as of the close of business on December 18, 2009.  This dividend payment totaled $13,000.  On February 15, 2010, the Company paid an aggregate cash dividend of $127,500 on the Series A Preferred Stock.  On February 26, 2010, the Company declared a quarterly cash dividend of $0.01 per share, payable on April 2, 2010 to shareholders of record as of the close of business on March 12, 2010.

During the first quarter of 2010, macro-economic conditions and the challenging economic environment continued to impact liquidity and credit quality across the financial markets.  While the recession has impacted the local economies in which the Company operates and purchases out-of-state real estate loans, our liquidity position and capital resources remain strong and the Company anticipates that it will have sufficient funds to meet its current funding commitments.

OFF-BALANCE SHEET ARRANGEMENTS

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

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

No material changes in the Company’s off-statement of financial condition arrangements occurred during the three months ended March 31, 2010.

 
24

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

In management’s opinion, there has been no material changes in the quantitative and qualitative information about market risk provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.  Please see the Company’s 2009 Annual Report on Form 10-K for a more detailed discussion of the Company’s interest rate sensitivity analysis.

Item 4T.  Controls and Procedures

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

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

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 1A.  Risk Factors

There have been no material changes to our risk factors since the filing of our Annual Report on Form 10-K for the year ended December 31, 2009.  For a summary of other risk factors relevant to our operations, see Part I, Item 1A in our 2009 Annual Report on Form 10-K.

Item 6.  Exhibits

Exhibit No.
 
Description
 
Reference No.
3.1
 
Articles of Incorporation of North Central Bancshares, Inc.
 
(1)
3.2
 
Bylaws of North Central Bancshares, Inc., as amended
 
(2)
3.3
 
Articles of Amendment to the Articles of Incorporation establishing Series A Preferred Stock
 
(3)
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
*
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
*
32.1
 
Section 1350 Certification of Chief Executive Officer
 
*
32.2
  
Section 1350 Certificate of Chief Financial Officer
  
*

(1)
Incorporated herein by reference to the Quarterly Report on Form 10-Q filed with the SEC on August 12, 2009.

 
25

 

(2)
Incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 29, 2004.

(3)
Incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 7, 2009.

 
26

 

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 14, 2010
BY:
/s/ David M. Bradley
 
David M. Bradley, Chairman, President & CEO
     
Date: May 14, 2010
BY:
/s/ Jane M. Funk
 
Jane M. Funk, Chief Financial Officer and Treasurer
 
 
27

 
EX-31.1 2 v184733_ex31-1.htm
Exhibit 31.1

CERTIFICATION
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David M. Bradley, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of North Central Bancshares, Inc., (the “Registrant”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 14, 2010
/s/ David M. Bradley
 
 
David M. Bradley
 
Chairman, President & CEO
 
 
 

 
EX-31.2 3 v184733_ex31-2.htm
Exhibit 31.2

CERTIFICATIONS
PURSUANT TO 17 CFR 240.13a-14
PROMULGATED UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jane M. Funk, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of North Central Bancshares, Inc., (the “Registrant”);

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures; and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: May 14, 2010
/s/ Jane M. Funk
 
 
Jane M. Funk
 
Chief Financial Officer and Treasurer
 
 
 

 
EX-32.1 4 v184733_ex32-1.htm
Exhibit 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of North Central Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David M. Bradley, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and
 
 
2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.
 
May 14, 2010              
/s/ David M. Bradley
 
Dated
David M. Bradley
 
Chairman, President & CEO
 
 
 

 
EX-32.2 5 v184733_ex32-2.htm
Exhibit 32.2

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of North Central Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jane M. Funk, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and
 
 
2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.
 
May 14, 2010                
/s/ Jane M. Funk
 
Dated
Jane M. Funk
 
Chief Financial Officer and Treasurer
 
 
 

 

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