-----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, Sd8fDGWAvF+HnDe+rvfsOuudHVaS/nuG/f2pft+orL1BGkL+HjCKy/Y/p3Hl5NP1 s9KgPjWtRB0l+5w8dlnx6g== 0000946275-96-000214.txt : 19960919 0000946275-96-000214.hdr.sgml : 19960919 ACCESSION NUMBER: 0000946275-96-000214 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FINANCIAL CORP CENTRAL INDEX KEY: 0000934739 STANDARD INDUSTRIAL CLASSIFICATION: 6035 IRS NUMBER: 411799504 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-25342 FILM NUMBER: 96612608 BUSINESS ADDRESS: STREET 1: 53 FIRST ST SW STREET 2: P.O. BOX 310 CITY: WELLS STATE: MN ZIP: 56097 BUSINESS PHONE: 5075533151 MAIL ADDRESS: STREET 1: 53 1ST ST SW STREET 2: PO BOX 310 CITY: WELLS STATE: MN ZIP: 56097 10-Q 1 FORM 10-Q 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 June 30, 1996 or |_| 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 0-25342 Wells Financial Corp. (Exact name of Registrant as Specified in Its Charter) Minnesota 41-1799504 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No. 53 1st Street S.W., P.O. Box 310, Wells MN 56097 (Address of principal executive offices) (507)553-3151 (Registrant's Telephone Number, including Area Code) N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check by x 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. |X| Yes |_| No The number of share outstanding of each of the issuer's classes of common stock as of July 22, 1996: Class Outstanding $.10 par value per share, common stock 2,078,125 Shares WELLS FINANCIAL CORP. and SUBSIDIARIES FORM 10-Q INDEX PART I - FINANCIAL INFORMATION: Page Item 1. Financial Statements Consolidated Statements of Financial Condition 1 Consolidated Statements of Income 2 Consolidated Statement of Stockholders equity 3 Consolidated Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 WELLS FINANCIAL CORP. and SUBSIDIARIES Consolidated Statements of Financial Condition June 30, 1996 and December 31, 1995 (Dollars in Thousands) (Unaudited) ASSETS 1996 1995 Cash and cash equivalents $ 3,509 $ 8,192 Certificates of deposit 200 800 Securities available for sale 6,742 6,753 Securities held to maturity (approximate market value $4,753 at June 30, 1996 and $4,190 at December 31, 1995) 4,800 4,199 Mortgage-backed securities available for sale 658 867 Loans held for sale 387 1,944 Loans receivable, net 172,168 169,670 Accrued interest receivable 1,193 1,120 Foreclosed real estate 33 29 Premises and equipment 1,632 1,237 Other assets 465 347 ------- ------- TOTAL ASSETS $191,787 $195,158 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits $147,792 $146,686 Borrowed funds 14,500 18,000 Advances from borrowers for taxes and insurance 686 683 Income taxes: Current 84 54 Deferred 261 340 Accrued interest payable 337 221 Accrued expenses and other liabilities 367 322 ------- ------- TOTAL LIABILITIES $164,027 $166,306 ------- ------- STOCKHOLDERS' EQUITY: Common stock, $.10 par value; authorized 7,000,000 shares; issued 2,187,500 shares $ 219 $ 219 Additional paid in capital 16,557 16,537 Retained earnings, substantially restricted 13,649 12,786 Unrealized appreciation (depreciation) on securities available for sale, net of related deferred taxes 224 318 Unearned ESOP shares (952) (1,008) Unearned compensation restricted stock awards (784) - Treasury stock at cost (1,153) - ------- ------- TOTAL STOCKHOLDERS' EQUITY $ 27,760 $ 28,852 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $191,787 $195,158 ======= ======= (See Notes to Consolidated Financial Statements) Page 1
WELLS FINANCIAL CORP. and SUBSIDIARIES Consolidated Statements of Income (Dollars in Thousands) (Unaudited) Three Months Ended Six Months Ended June 30 June 30 ------------------------- ------------------------- 1996 1995 1996 1995 ----------- ------------ ----------- ------------ Interest and dividend income Loans receivable: First mortgage loans $ 2,784 $ 2,659 $ 5,611 $ 5,241 Consumer and other loans 489 408 973 769 Investment securities and certificates of deposit 310 232 277 421 ----- ----- ----- ----- Total interest income $ 3,583 $ 3,299 $ 7,161 $ 6,431 ----- ----- ----- ----- Interest Expense Deposits $ 1,784 $ 1,764 $ 3,572 $ 3,403 Borrowed funds 222 233 460 606 ----- ----- ----- ----- Total interest expense $ 2,006 $ 1,997 $ 4,032 $ 4,009 ----- ----- ----- ----- Net interest income $ 1,577 $ 1,302 $ 3,129 $ 2,422 Provision for loan losses 45 45 90 76 ----- ----- ----- ----- Net interest income after provision for loan losses $ 1,532 $ 1,257 $ 3,039 $ 2,346 ----- ----- ----- ----- Non-interest income Gain on sale of loans originated for sale $ 22 $ 10 $ 79 $ 12 Gain on sale of other assets 16 - 19 - Loan origination and commitment fees 33 4 60 5 Loan servicing fees 53 46 102 93 Insurance commissions 65 58 167 107 Fees and service charges 56 53 111 104 Other 12 16 18 23 ----- ----- ----- ----- Total non-interest income $ 257 $ 187 $ 556 $ 347 ----- ----- ----- ----- Non-interest expense Compensation and benefits $ 478 $ 459 $ 953 $ 893 Occupancy and equipment 179 138 317 273 SAIF deposit insurance premium 84 84 168 168 Data processing 169 63 240 134 Professional fees 19 19 37 37 Advertising 40 35 72 70 Other 219 145 346 289 Total non-interest expense $ 1,188 $ 943 $ 2,133 $ 1,864 ----- ----- ----- ----- Income before taxes $ 601 $ 501 $ 1,462 $ 829 Income tax expense 238 198 599 329 ----- ----- ----- ----- Net Income $ 363 $ 303 $ 863 $ 500 ===== ===== ===== ===== Earnings per common share Primary and fully diluted (1) $ 0.19 $ 0.13 $ 0.43 $ 0.13 ===== ===== ===== ===== Weighted average number of common shares outstanding: Primary and fully diluted 2,022,701 2,049,250 2,022,701 2,049,250 ========= ========= ========= ========= (1). Earnings per common share for the three and six month periods ended June 30, 1995 are based on earnings from April 11, 1995, the date of conversion, to June 30, 1995.
(See Notes to Consolidated Financial Statements) Page 2
WELLS FINANCIAL CORP. and SUBSIDIARIES Consolidated Statement of Stockholders' Equity For the Six Months Ended June 30, 1996 (Dollars in Thousands) (Unaudited) Net unrealized appreciation Unearned Net unrealized Employee appreciation Unearned Unearned (depreciation) Employee Compensation Additional on securities Stock Restricted Total Common Paid-In Retained available Ownership Stock Treasury Stockholders' Stock Capital Earnings for sale Plan shares Awards Stock Equity ------ ---------- -------- --------------- ----------- ------------ -------- ------------ December 31, 1995 $ 219 $ 16,537 $ 12,786 $ 318 $ (1,008) $ - $ - $ 28,852 Net income for the six months ended June 30, 1996 - - 863 - - - - 863 Net change in unrealized appreciation (depreciation) on securities available for sale, net of related deferred taxes - - - (94) - - - (94) Treasury stock purchases - - - - - - (1,153) (1,153) Purchase of unearned compensation restricted stock awards - - - - - (940) - (940) Amortization of restricted stock awards - - - - - 156 - 156 Earned employee stock ownership plan shares - 20 - - 56 - - 76 ------ --------- --------- --------- --------- --------- -------- ---------- Balance, June 30, 1996 $ 219 $ 16,557 $ 13,649 $ 224 $ (952) $ (784) $ (1,153) $ 27,760 ====== ========= ========= ========= ========= ========= ======== ==========
(See Notes to Consolidated Financial Statements) Page 3 WELLS FINANCIAL CORP. and SUBSIDIARIES Consolidated Statements of Cash Flow Six Months Ended June 30, 1996 and 1995 (Dollars in Thousands) (Unaudited) 1996 1995 -------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 863 $ 500 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 90 76 Gain on the sale of loans originated for sale (79) (12) Compensation on allocation of ESOP shares 76 32 Amortization of restricted stock awards 125 - Write-down of foreclosed real estate 1 - Gain on the sale of foreclosed real estate - (3) Deferred income taxes (17) 10 Depreciation and amortization on premises and equipment 114 96 Amortization of deferred loan origination fees (87) (59) Amortization of excess servicing fees 7 7 Amortization of mortgage servicing rights 6 - Amortization of bond premiums and discounts (2) 2 Loans originated for sale (13,137) (2,054) Proceeds from the sale of loans originated for sale 14,694 2,180 Changes in assets and liabilities: Accrued interest receivable (73) (68) Other assets (53) 70 Income taxes payable, current 30 146 Accrued expenses and other liabilities 171 190 ------- ------ Net cash provided by operating activities $ 2,729 $ 1,113 ------- ------ CASH FLOWS FROM INVESTING ACTIVITIES: Loan origination's and principal payments (2,506) (6,078) Purchase of certificates of deposit (200) (800) Purchase of securities available for sale (140) (139) Purchase of securities held to maturity (2,500) (1,197) Proceeds from principal repayments of mortgage backed securities 206 13 Proceeds from the maturities of certificates of deposit 800 - Proceeds from the maturities of securities held to maturity 1,900 1,000 Purchase of premises and equipment (509) (24) Proceeds from the sale and redemption of foreclosed real estate - 83 ------- ------ Net cash provided by (used in) investment activities $ (2,949) $ (7,142) ------- ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 1,127 (1,699) Net increase in advances from borrowers for taxes and insurance 3 34 Repayments on borrowed funds (3,500) (3,650) Proceeds from issuance of common stock - 15,605 Repurchase of common stock (1,153) - Purchase of restricted stock plan shares (940) - ------- ------ Net cash provided by (used in) financing activities (4,463) 10,290 ------- ------ Net increase (decrease) in cash and cash equivalents (4,683) 4,261 CASH AND CASH EQUIVALENTS: Beginning 8,192 1,480 ------- ------ Ending $ 3,509 $ 5,741 ======= ====== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash payments for: Interest on deposits $ 3,464 $ 3,194 Interest on advances 463 619 Income taxes 586 174 ======= ====== SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Transfers from loans to foreclosed real estate 5 58 Issuance of shares to Employee Stock Ownership Plan (ESOP) in conjunction with conversion from mutual stock form - 1,120 Allocation of ESOP shares to participants 56 28 ======= ====== Page 4 WELLS FINANCIAL CORP. and SUBSIDIARIES Notes To Consolidated Financial Statements (Dollars in thousands) (Unaudited) NOTE 1. BASIS OF PRESENTATION The foregoing consolidated financial statements are unaudited. However, in the opinion of management, all adjustments (which consist of normal recurring accruals) necessary for a fair presentation of the consolidated financial statements have been included. Results for any interim period are not necessarily indicative of results to be expected for the year. The interim consolidated financial statements include the accounts of Wells Financial Corp. (Company), its subsidiary, Wells Federal Bank (Bank), and the Bank's subsidiary, Wells Insurance Agency, Inc. NOTE 2. REGULATORY CAPITAL The following table presents the Bank's regulatory capital amounts and percents at June 30, 1996 and December 31, 1995. June 30, 1996 December 31, 1995 Amount Percent Amount Percent ------------------- -------------------- (Dollars in Thousands) Tangible Capital: Required $ 2,843 1.50% $ 2,898 1.50% Actual 20,073 10.59% 20,029 10.37% Excess 17,230 9.09% 17,131 8.87% Core Capital Required (1) $ 5,686 3.00% $ 5,796 3.00% Actual 20,073 10.59% 20,029 10.37% Excess 14,387 7.59% 14,233 7.37% Risk-based Capital Required $ 8,718 8.00% $ 8,610 8.00% Actual 20,630 18.93% 20,511 19.06% Excess 11,912 10.93% 11,901 11.06% (1) The OTS is expected to adopt a core capital requirement for savings institutions comparable to the requirement for national banks that became effective December 31, 1990. The OTS core capital requirement is anticipated to be at least 3% of total adjusted assets for thrifts that receive the highest supervisory rating for safety and soundness, with a 4% to 5% core capital requirement for all other thrifts. No prediction can be made as to the exact nature of any new OTS core capital regulation, or the date of its effectiveness, and the core capital requirement to be applicable to the Bank under such regulation. Page 5 WELLS FINANCIAL CORP. and SUBSIDIARIES Notes to consolidated Financial Statements Continued (Unaudited) NOTE 3. CONVERSION AND SALE OF COMMON STOCK Effective April 11, 1995, Wells Federal Bank, fsb converted from a federally chartered mutual savings bank to a federally chartered stock savings bank with all of its stock being issued to Wells Financial Corp. (Company) which issued 2,047,500 shares of its common stock to the public and 140,000 shares to an employee stock ownership plan (ESOP), with a $.10 per share par value. The stock issued to the ESOP was paid by the ESOP with a note due to the Company. Net proceeds of the Company's stock issuance after costs were $16.7 million, $15.6 million net of ESOP shares, of which approximately $7.2 million was retained by the Company and the remaining proceeds were used to purchase the stock of the Bank. The acquisition of the Bank by the Company was accounted for at cost, similar to the pooling of interest method. As part of the conversion, the Company established an ESOP. The ESOP was funded by a $1,120,000 loan from the Company, which the ESOP immediately used to purchase 140,000 shares of the Company's stock. The loan owed by the ESOP is presented as a liability on the Bank's statement of financial condition with an offsetting charge against unearned ESOP shares, a contra stockholders' equity account. The Company adopted a Management Stock Bonus Plan which was approved by the Company's stockholders on November 15, 1995. Restricted stock awards covering shares representing an aggregate of up to 4% (87,500 shares) of the common stock issued by the Company in the mutual to stock conversion may be granted to directors and employees of the Bank. As of June 30, 1996, 49,735 shares had been awarded under the Plan. The awards vest at the rate of 20% per year of continuous service with the Bank. The Management Stock Bonus Plan Trust purchased 87,500 shares of the Company's common stock in open market transactions at an average cost of $10.75 per share. NOTE 4. NET INCOME PER SHARE Net income per share is computed based upon $863,000 of net income since January 1, 1996. Weighted average shares outstanding includes all shares outstanding, adjusted for 118,998 shares not yet committed to be released to ESOP participants. NOTE 5. SELECTED FINANCIAL DATA For the six months ended June 30, 1996 1995 --------- -------- Return on assets (ratio of net income to average total assets)(1) 0.89% 0.53% Return on equity (ratio of net income to average equity)(1) 6.04% 5.39% Equity to assets ratio (ratio of average equity to average total assets) 14.72% 9.87% Net interest margin (ratio of net interest income to average interest earning assets)(1) 3.22% 2.66% (1) Net income and net interest income have been annualized. Page 6 WELLS FINANCIAL CORP. and SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations General: Wells Financial Corp. (Company) was incorporated under the laws of the State of Minnesota in December 1994 for the purpose of owning all of the outstanding stock of Wells Federal Bank, fsb (Bank) issued in the mutual to stock conversion of the Bank. On April 11, 1995, the conversion was completed and $8.4 million of the net proceeds from the sale of the stock was provided to the Bank in exchange for all of the Bank's stock. The consolidated financial statements included herein are for the Company, the Bank and the Bank's wholly owned subsidiary, Wells Insurance Agency, Inc. The income of the Company is derived primarily from the operations of the Bank and the Bank's subsidiary, and to a lesser degree from interest income from securities and certificates of deposit with other banks that the Company has purchased. The Bank's net income is primarily dependent upon the difference (or spread) between the average yield earned on loans, investments and mortgage-backed securities and the average rate paid on deposits and borrowings, as well as the relative amounts of such assets and liabilities. The interest rate spread is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows. Net income is also affected by, among other things, provision for loan losses, gains on the sale of interest earning assets, service charges, servicing fees, subsidiary activities, operating expenses, and income taxes. The Bank has seven full service offices located in Faribault, Martin, Blue Earth, Nicollet, and Freeborn Counties, Minnesota and one loan origination office located in Steele County, Minnesota. The Bank has received approval to convert the loan origination office in Steele County to a full service office that will offer the Bank's complete line of deposit as well as loan products. It is anticipated that this conversion from a loan origination office to a full service office will be completed in the spring of 1997. Comparison of Financial Condition at June 30, 1996 and December 31, 1995: Total assets decreased by $3,400,000 from $195,158,000 to $191,787,000 at December 31, 1995 and June 30, 1996, respectively. Cash and cash equivalents decreased by $4,700,000 during the first six months of 1996 as cash was used to fund new loan growth and to reduce borrowed funds. Certificates of deposit declined by $600,000 due to the maturity of these deposits. Securities that are classified as held-to-maturity increased by $601,000 as additional securities were purchased because of higher rates of return. Mortgage-backed securities that are available for sale decreased by $209,000 primarily due to the repayment of principal. Loans receivable increased by $2,500,000, from $169,670,000 at December 31, 1995 to $172,168,000 at June 30, 1996. The increase in loans receivable is the result of management's decision to retain higher yielding thirty year fixed rate loans that were originated during the first six months of 1996. Premises and equipment increased by $395,000 during the first six months of 1996. This increase is primarily due to the replacement by the Bank of obsolete computer hardware with new computer hardware and software. In accordance with the Bank's internal classification of assets policy, management evaluates the loan portfolio on a quarterly basis to identify and determine the adequacy of the allowance for loan loses. As of December 31, 1995 and June 30, 1996 the balance in the allowance for loan losses and the allowance for loan losses as a percentage of total loans was $401,227 and $584,296 and 0.24% and 0.34% respectively. Page 7 Activity in the Company's allowance for loan losses for the six months ended June 30, 1996 and 1995 is summarized as follows: 1996 1995 ----------------- --------------- Balance on January 1, $ 512,430 $ 375,787 Provision for loan losses 90,000 76,000 Charge-offs (21,729) (9,766) Recoveries 3,595 6,254 ------- ------- Balance on June 30, $ 584,296 $ 448,275 ======= ======= Deposits increased by $1,100,000 from December 31, 1995 to June 30, 1996. Borrowed funds decreased by $3,500,000 during the same period as excess cash was used to repay Federal Home Loan Bank (FHLB) advances. Equity decreased by $1,100,000 from $28,852,000 at December 31, 1995 to $27,760,000 at June 30, 1996. This decrease is primarily due to the repurchase of 109,375 shares of treasury stock, at a cost of $1,153,000, and the purchase of 87,500 of the Company's shares, at a cost of $940,000, by the Management Stock Bonus Plan Trust and, to a lesser degree, by a $94,000 decrease in the unrealized appreciation on securities that are available for sale. These decreases were partially offset by net income of $863,000 and the allocation of $76,000 of employee stock ownership plan shares and the amortization of $156,000 of restricted stock awards. Comparison of Operating Results for the Three and Six Month Periods Ended June 30, 1996 and June 30, 1995. Net Income. Net income increased by $60,000 and $363,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the same periods in 1995. During the first nine months of 1994, the Bank's adjustable rate loan portfolio, which constitutes approximately 60% of the Bank's total loan portfolio was repricing downward due to the lagging indices that are used. As these loans reprice annually, the lower rates continued into the first six months of 1995 which resulted in lower interest income for the three and six month periods ended June 30, 1995. Starting in October of 1994, the adjustable rate loan portfolio began repricing upward and continued to do so through September 1995 which, because of lagging indices, resulted in additional interest income for the three and six month periods ended June 30, 1996. The Bank's interest expense remained relatively constant for the first six months of 1996 when compared to the same period in 1995, primarily due to the use of proceeds from the sale of common stock to reduce borrowings. Interest Income. The Company's interest income increased by $284,000 and $730,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the same periods during 1995. This is primarily the result of the repricing of the Bank's adjustable rate loan portfolio as described above. To a lesser extent, the increase in interest income was the result of an increase in yield on other interest earning assets. Interest Expense. Interest expense increased by $9,000 and $23,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the same periods during 1995. Interest on deposits increased by $20,000 and $168,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the same periods in 1995, primarily due to an increase in the average amount of deposits during the first six months of 1996 when compared to the first six months of 1995. The increase in interest expense on deposits was partially offset by a decrease in interest expense on borrowed funds of $11,000 and $146,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the same periods in 1995. The decrease in interest on borrowed funds is primarily due to a decrease in the average amount of borrowed funds during the first six months of 1996 when compared to the same period in 1995. The decrease in the average amount of borrowed funds resulted from the use of proceeds from the sale of common stock during the conversion to reduce borrowings. Net Interest income. Net interest income increased by $275,000 and $707,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the three and six month periods ended June 30, 1995. Again, this is primarily the result of the repricing of the Bank's adjustable rate loan portfolio as described above. Absent a repetition of these circumstances, interest income and therefore net interest income, could decline in future periods. Page 8 Provision for loan losses. The provision for loan losses remained constant for the quarter ended June 30, 1996 and increased by $14,000 for the six month period ended June 30, 1996 when compared to the same periods during 1995. While the Company maintains its allowance for loan losses at a level that is considered to be adequate to provide for potential losses, there can be no assurance that further additions will not be made to the loss allowance and that losses will not exceed estimated amounts. Non-interest Income. Non-interest income increased by $70,000 and $209,000 for the three and six month periods ended June 30, 1996, respectively, when compared to the same periods in 1995. The increase for the three month period is primarily due to a gain on the sale of other assets and an increase in loan origination and commitment fees. The increase for the six month period was primarily due to an increase in the gain on the sale of loans originated for sale, the gain on sale of other assets, an increase in loan origination and commitment fees and an increase in insurance commissions. The increase in loan origination and commitment fees was the result of increased loan origination activity. The increase in the gain on sale of loans originated for the sale resulted from the gain realized due to the capitalization of mortgage servicing rights on the loans sold during the period. Insurance commissions increased by $7,000 and $60,000 for the three and six month periods, respectively, when compared to the same periods in 1995 due to the acquisition of additional local accounts by the Bank's insurance subsidiary. Non-interest Expense. Non-interest expense increased by $245,000 and $269,000 for the three and six month periods ended June 30, 1996 when compared to the same periods in 1995. As part of management's commitment to provide competitive products and excellent service to the Bank's customers, the Bank converted to a new data processing software system during the second quarter of 1996. The decision to convert the data processing software was based upon management's desire to improve marketing of the Bank's products to current as well as potential customers. The software conversion resulted in non-recurring expenses of approximately $132,000 that were realized during the six month period ended June 30, 1996. In addition, approximately $498,000 in hardware and software costs were capitalized and will be depreciated over their useful lives. Income Tax Expense. The Company's income tax expense increased by $40,000 for the quarter ended June 30, 1996 and by $270,000 for the six month period ended June 30, 1996 when compared to the same periods in 1995. This increase is reflective of the increase in net income before tax for the three and six month periods ended June 30, 1996 when compared to the same periods in 1995. Page 9 Non-performing Assets. The following table sets forth the amounts and categories of non-performing assets at June 30, 1996 and December 31, 1995. June 30, 1996 December 31, 1995 ----------------- ----------------- (Dollars in Thousands) Non-accruing loans One to four family real estate $ 566 $ 265 Non-residential property 0 0 Commercial 5 7 Consumer 103 26 ----------- ----------- Total $ 674 $ 298 ----------- ----------- Accruing loans delinquent 90 days or more One to four family real estate $ - $ - Consumer - 1 ----------- ----------- Total non-accrual and accrual loans 674 299 =========== =========== Repossessed property $ 33 $ 29 Other non-performing assets - - ----------- ----------- Total repossessed and non-performing assets $ 33 $ 29 ----------- ----------- Total non-performing assets $ 764 $ 328 Total non-performing assets as a percent of total assets 0.37% 0.17% =========== =========== Total non-performing loans $ 674 $ 299 Total non-performing loans as a percentage of total loans receivable, net 0.39% 0.18% ============ =========== While the total amount of non-performing loans increased significantly at June 30, 1996 when compared to December 31, 1995, management does not believe that the quality of the loan portfolio has declined but that the non-performing loans as of December 31, 1995 were lower than average for the Company's loan portfolio. Non-performing loans at June 30, 1996 were $674,000 which is less than $731,000, the average non-performing loans at the end of the four quarters prior to December 31, 1995. Effective January 1, 1995, the Bank adopted Financial Standards Board Statement No. 114, Accounting by Creditors for Impairment of a Loan, and Statement No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, which require that impaired loans within the scope of these Statements be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate; or as a practical expedient, either at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. At June 30, 1996 and 1995, the value of loans that would be classified as impaired under these Statements is considered to be immaterial. Liquidity and Capital Resources: Wells Federal is required under applicable federal regulations to maintain specified levels of "liquid" investments in qualifying types of US Government, federal agency and other investments having maturities of five years or less. Current OTS regulations require that a savings association maintain liquid assets of not less than 5% of its average daily balance of net withdrawable deposit accounts and borrowings payable in one year or less, of which short-term liquid assets must consist of not less than 1%. At June 30, 1996, the Bank's liquidity, as measured for regulatory purposes, was 5.27%. The Bank adjusts liquidity as appropriate to meet its asset/liability objectives. Page 10 The Bank's primary sources of funds are deposits, borrowed funds, amortization and prepayment of loans, maturities of investment securities and funds provided from operations. While scheduled loan repayments are a relatively predictable source of funds, deposit flows and loan prepayments are significantly influenced by general interest rates, economic conditions and competition. If needed, the Bank's source of funds can be supplemented by wholesale funds obtained through additional advances from the Federal Home Loan Bank system. The Bank invests excess funds in overnight deposits, which not only serve as liquidity, but also earn interest as income until funds are needed to meet required loan funding. The Bank has other sources of liquidity if a need for additional funds arises although the Bank has not used them. Additional sources of funds include borrowing against mortgage-backed or other securities. At June 30, 1996, the mortgage-backed securities portfolio consisted solely of collateralized mortgage obligations guaranteed as to principal by FNMA or FHLMC. These securities are considered non-high-risk securities under applicable criteria. These securities had a market value of $658,000 at June 30, 1996 and the carrying value of these securities are adjusted quarterly to reflect market value. The Bank is required to maintain specified amounts of capital. The capital standards generally require the maintenance of regulatory capital sufficient to meet a tangible capital requirement, a core capital requirement and a risk based capital requirement. At June 30, 1996, the Bank's tangible capital totaled $20.1 million, or 10.59% of adjusted total assets, and core capital totaled $20.1 million, or 10.59% of adjusted total assets, which substantially exceeded the respective 1.5% tangible capital and 3.0% core capital requirements at that date by $17.2 million and $14.4 million, respectively, or 9.09% and 7.59% of adjusted total assets, respectively. The Bank's risk-based capital totaled $20.6 million at June 30, 1996 or 18.93% of risk-weighted assets, which exceeded the current requirements of 8.0% of risk-weighted assets by $11.9 million or 10.93% of risk-weighted assets. Savings Association Insurance Fund Due to a disparity in the capitalization of federal deposit insurance funds, effective January 1, 1996 the FDIC lowered the annual insurance premium for members of the Bank Insurance Fund (BIF) to $2,000 while maintaining the current range of between 0.23% and 0.31% of deposits for members of the Savings Association Insurance Fund (SAIF). A reduction in insurance premiums for BIF members could place SAIF members, such as the Bank, at a material competitive disadvantage to BIF members. Proposals under consideration for addressing this disparity include a possible one-time assessment on deposits of .85% on SAIF members, sufficient to recapitalize SAIF to a level that would approach that of BIF. While there can be no assurance that this or any other proposal will be effected, a one-time assessment would have an adverse impact on the Bank's results of operations during the period in which it was assessed. Based on outstanding deposits as of March 31, 1995, the proposed measurement date, a 0.85% assessment would result in expense to the Bank of approximately $1,404,000 on a pre-tax basis. In connection with the consideration of the BIF/SAIF disparity, various bills have been introduced in Congress which would call for eventual combination of the insurance funds and would address the tax deductibility of a proposed one-time assessment. Certain bills introduced call for conversion of the thrift charter into a bank charter. The tax impact of elimination of the thrift charter could be significant if it resulted in recapture of existing tax bad debt reserves in excess of those allowed for banks. As of June 30, 1996, tax bad debt reserves for which no deferred or current tax liability has been accrued amounted to approximately $1,819,000. Page 11 WELLS FINANCIAL CORP. and SUBSIDIARIES June 30, 1996 FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other information None Item 6. Exhibits and Reports of Form 8-K a. Exhibits: 27 - Financial data schedule b. During the quarter ended March 31, 1996 a Form 8-K (Items 5 and 7), dated January 17, 1996, was filed. No other information is required to be filed under Part II of the form Page 12 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. WELLS FINANCIAL CORP. Date: August 8, 1996 By: /s/ Lawrence H. Kruse Lawrence H. Kruse President and Chief Executive Officer Date: August 8, 1996 By: /s/ James D. Moll James D. Moll Treasurer and Principal Financial and Accounting Officer Page 13 EX-27 2 ARTICLE 9 FDS FOR 10-Q
9 1000 6-MOS YEAR DEC-31-1996 DEC-31-1995 JUN-30-1996 DEC-31-1995 1,252 1,876 2,457 7,116 0 0 0 0 7,787 9,564 4,800 4,199 0 0 173,831 171,364 584 512 191,787 195,158 147,792 146,686 14,500 10,500 1,735 1,620 0 7,500 0 0 0 0 219 219 27,541 28,633 191,787 195,158 6,584 12,571 277 918 0 0 7,161 13,489 3,572 7,003 4,032 8,165 3,129 5,324 90 166 0 0 2,133 3,855 1,462 2,112 1,462 2,112 0 0 0 0 863 1,270 0.43 0.50 0.43 0.50 2.736 2.29 674 299 0 1 0 0 0 0 512 376 22 41 4 11 584 512 584 512 0 0 0 0
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