UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
| ý | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended June 30, 2009 |
OR
| ¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-25509
FIRST FEDERAL BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 42-1485449 |
| (State or other jurisdiction of | (I.R.S. employer |
| incorporation or organization) | identification number) |
| | |
| 423 Sixth Street, Suite 400 Sioux City, Iowa | 51101 |
| (Address of principal executive offices) | Zip code |
(888) 859-5424
(Registrant’s telephone number)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
Title of class
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o. NO þ.
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o. NO þ.
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 twelve 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 o.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 þ. NO o.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ.
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller reporting company þ
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES o. NO þ.
The aggregate market value of the voting stock held by non-affiliates of the Registrant, computed by reference to the last sale price, as reported on the Over-the-Counter Bulletin Board on December 31, 2008 was $5,728,290. This amount does not include shares held by officers and directors.
As of November 30, 2009, there were 3,304,471 outstanding shares of the Registrant’s Common Stock.
FORWARD-LOOKING STATEMENTS
This report may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties. When used in this report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company’s management and are subject to a number of risks and uncertainties, including but not limited to economic, competitive, regulatory, and other factors affecting the Company’s operations, markets, products and services, as well as strategies and other factors discussed elsewhere in this report. Many of these factors are beyond the Company’s control.
PART I
First Federal Bankshares, Inc.
First Federal Bankshares, Inc. (the “Company”) is a Delaware corporation that previously served as the holding company for Vantus Bank (formerly known as “First Federal Bank”), a federally-chartered stock savings bank headquartered in Sioux City, Iowa (the “Bank”). Included in this section is information regarding the Company’s significant operating and accounting policies, practices and procedures, its competitive and regulatory markets, and its business environment. Information regarding the Company’s current financial condition and results of operations is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, and Part II, Item 8, “Financial Statements and Supplementary Data.” This section should be read in conjunction with those sections.
The Company’s principal executive office is located at 423 Sixth Street, Suite 400, Sioux City, Iowa, 51101, and its telephone number at that address is (888) 859-5424. The Company has no website. The Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act are filed with the Securities and Exchange Commission (“SEC”) and available on the SEC website (www.sec.gov).
On September 4, 2009, the Company’s operating subsidiary, Vantus Bank was closed by the Office of Thrift Supervision (“OTS”) and all assets and liabilities of Vantus Bank were transferred to the Federal Deposit Insurance Corporation (“FDIC”) in its capacity as receiver for Vantus Bank. Subsequently, Great Southern Bank assumed all of the deposits of the Bank and purchased certain of the Bank’s assets in a transaction facilitated by the FDIC. The Company did not receive any proceeds from the transaction with Great Southern Bank. Since the closure of Vantus Bank, the Company has had no substantive operations or productive assets.
The Company’s Board of Directors approved a Plan of Dissolution and Liquidation on September 29, 2009. The Company’s Board of Directors has submitted the Plan of Dissolution and Liquidation to the stockholders for approval at a special meeting of stockholders to be held on December 18, 2009. The principal terms of the Plan of Dissolution provide for:
| | · | the voluntary dissolution of the Company and the winding up of its business and affairs in accordance with Delaware law; and |
| | · | the distribution to the Company’s stockholders of the Company’s remaining assets. |
The Company has no ongoing operations. The closure of the Bank and the Board’s intent to pursue a Plan of Dissolution gives rise to substantial doubt about the Company’s ability to continue as a going concern.
Winding up of the Company
In accordance with Delaware law (assuming that the stockholders approve the Plan of Dissolution), the Company’s business and affairs will be wound up under the direction of the Board of Directors. We expect that some of the directors and officers will continue to serve for a period of time after the approval of the Plan of Dissolution, but will then resign and that any vacancies resulting from their resignations will be eliminated by action of the Board of Directors, in accordance with the Bylaws. Depending on the length of time taken to wind up the affairs of the Company, other individuals (who may be former officers or directors of the Company) may be elected by the remaining directors to oversee completion of the winding up. Delaware law also permits the Board of Directors, any creditor or any stockholder to apply to the Delaware courts at any time during the winding up proceedings to have such proceedings continued under the law and the supervision of the court.
In the event the Company’s winding up takes materially longer than anticipated, the Company’s Board of Directors may establish a liquidating trust to administer the remaining tasks involved in winding up the Company’s affairs. In such event, the remaining assets of the Company would be transferred to the liquidating trust and the Company’s stockholders would become the beneficiaries of the trust. Beneficial interests in the trust likely would not be transferable (except by operation of law).
No federal or state regulatory approvals are required in order for the Company to effectuate the Plan of Dissolution, other than compliance with the applicable laws of Delaware governing the winding up of corporations, with which the Company expects to be able to comply in the ordinary course.
We presently believe that the Company has no material liabilities. Barring unforeseen events, we anticipate that we will be able to complete the Company’s winding up and make a distribution to stockholders as soon as the fourth calendar quarter of 2009 or the first calendar quarter of 2010. However, there is no assurance that the winding up of the Company will not take longer than anticipated. It may take longer than currently anticipated to complete the necessary proceedings and unanticipated claims may be raised against the Company, the resolution of which may delay completion of the Company’s winding up. It may also be necessary for the Company to use its assets as security for asserted claims. In addition, if there are valid claims against the Company, it may be necessary for the Company to satisfy these claims out of its assets. Accordingly, there is no assurance that we will be able to distribute all, or any, of the assets to stockholders as anticipated.
As of June 30, 2009, the Company owned 100% of the Bank’s common stock, and engaged in no substantial activities other than its ownership of such common stock. Consequently, its net loss was derived primarily from the Bank’s operations. At June 30, 2009, the Company had total assets of $492.4 million, consisting of $491.5 in discontinued operations of Vantus Bank and $0.9 million of continuing assets of the Company. Stockholders’ equity (deficit) at June 30, 2009 was a deficit of $9.4 million. Both the Company and the Bank report the results of their operations on a fiscal year basis ending June 30th.
The Company loaned the ESOP funds to purchase common stock of the Company. The Company determined that the loan to the ESOP was impaired and the balance of $570,258 was written-off as of June 30, 2009 and included in other expense. See Note 3 to the Notes to Consolidated Financial Statements. Additional paid-in capital was also reduced by $438,270 for the unearned ESOP shares.
Vantus Bank
On September 4, 2009, the Company’s operating subsidiary, Vantus Bank was closed by the Office of Thrift Supervision and all assets and liabilities of Vantus Bank were transferred to the Federal Deposit Insurance Corporation in its capacity as receiver for Vantus Bank. Subsequently, Great Southern Bank assumed all of the deposits of the Bank and purchased certain of the Bank’s assets in a transaction facilitated by the FDIC. The Company did not receive any proceeds from the transaction with Great Southern Bank.
Sources of Funds
The Company has no ongoing operations. At June 30, 2009 the Company’s source of funds consisted of checking and money market funds totaling $857,000.
Legislation was enacted November 6, 2009 which permits corporate taxpayers to elect to carryback net operating losses up to five years. The Company has not yet determined whether it will be entitled to a refund for previous tax years under the recently enacted legislation.
Subsidiary Activities
During fiscal year 2008, the Company had two wholly-owned subsidiaries: Vantus Bank and Equity Services, Inc. (“ESI”), which was in the business of developing residential lots and dwellings in the Bank’s primary market area. During fiscal year 2008, ESI ceased operations and was liquidated. Since the Company engaged in no other significant activities beyond its ownership of the Bank, the description of the Company’s activities in this Form 10-K effectively represents a description of the activities of the Bank.
The Bank had one wholly-owned subsidiary. First Financial Corporation of Sioux City (“FFC”), which formerly operated a title search and abstract continuation business through its wholly-owned subsidiary, Sioux Financial Company (“SFC”). During fiscal year 2007, SFC sold substantially all of the assets of its title search and abstract continuation business, ceased operations and was liquidated. The after tax gain on the sale of these assets was $510,000. SFC’s financial information was classified as discontinued operations in the Company’s 2007 financial statements. FFC was purchased by Great Southern Bank in the asset sale facilitated by the FDIC in connection with the closure of Vantus Bank.
Personnel
As of June 30, 2009, the Company and its wholly-owned subsidiaries had 149 full-time equivalent employees. None of the Company’s employees was represented by a collective bargaining group. As a result of closure of Vantus Bank on September 4, 2009, the Company no longer has any employees.
Competition
The Company has no ongoing operations and, accordingly, no competition.
Regulation
Holding Company Regulation Prior to the closure of Vantus Bank, the Company was a non-diversified savings and loan holding company within the meaning of the HOLA. As such, the Company was registered with the OTS and was subject to OTS regulations, examinations, supervision and reporting requirements. In addition, the OTS had enforcement authority over the Company and its non-savings institution subsidiaries. As a result of the closure of Vantus Bank, the Company is no longer a savings and loan holding company, and, accordingly, is no longer subject to OTS regulations, supervision, examination or reporting requirements.
Federal Securities Laws. Shares of the Company’s common stock are registered with the SEC under Section 12(g) of the Exchange Act. The Company is also subject to the proxy rules, tender offer rules, insider trading restrictions, annual and periodic reporting, and other requirements of the Exchange Act. Subsequent to obtaining stockholder approval of the Plan of Dissolution and Liquidation, the Company intends to file with the SEC to de-register its shares of common stock. If this occurs, the Company will no longer be subject to SEC rules, including the disclosure and reporting requirements of the Sarbanes-Oxley Act of 2002.
Federal and State Taxation
Federal Taxation The Company is subject to those rules of federal income taxation generally applicable to Companies under the Internal Revenue Code of 1986, as amended (the “IRC”). The Company, the Bank, and the Bank’s wholly owned subsidiaries file a consolidated federal income tax return. The consolidated entity pays taxes at the federal statutory rate of 35% of its taxable income, as defined in the IRC. Refer to Notes 1 and 5 of the Company’s Audited Consolidated Financial Statements, included herein under Part II, Item, 8, “Financial Statements and Supplemental Data,” for additional discussion. As of June 30, 2009, the Company had no material disputes outstanding with the Internal Revenue Service.
Iowa Taxation The Bank currently files an Iowa franchise tax return. The state of Iowa imposes a tax on the Iowa franchise taxable income of savings institutions at the rate of 5%. Iowa franchise taxable income is generally similar to federal taxable income except that interest from state and municipal obligations is taxable, and no deduction is allowed for state franchise taxes. The Company and the Bank’s wholly-owned subsidiaries currently file a combined Iowa Corporation income tax return on a fiscal year basis. The state corporation income tax ranges
from 6% to 12% depending upon Iowa corporation taxable income. Interest from federal securities is not taxable for purposes of the Iowa corporation income tax.
Delaware Taxation Delaware franchise taxes are imposed on the Company. This tax is based on computations involving the Company’s number of authorized shares outstanding or assumed par value of its capital. The tax is not based on the Company’s earnings.
Nebraska Taxation Nebraska franchise taxes are imposed on the Bank. The tax is calculated based on the dollar amount of deposits located in the branches in Nebraska. The amount of tax paid to the state of Nebraska on an annual basis is not significant.
Subsequent to obtaining stockholder approval of the Plan of Dissolution and Liquidation, the Company intends to file tax returns for the year ended June 30, 2009 and for the partial period ending as of the effective date of the Company’s dissolution. In addition, the Company may file amendments to its tax returns for certain previous years as a result of recent changes in tax legislation that may permit the Company to take advantage of loss carryback provisions. After dissolution, the Company will no longer be subject to federal or state taxation.
There is no assurance as to when the Company’s winding up will have progressed sufficiently to permit distribution of the remaining assets to the Company’s stockholders, or that distribution of all or any part of the remaining assets will be permissible.
There is no guarantee that the winding up of the Company will not take longer than anticipated. It may take longer than currently anticipated to complete the necessary proceedings and unanticipated claims may be raised against the Company, the resolution of which may delay completion of the Company’s winding up. In addition, it may also be necessary for the Company to utilize some or all of its assets as security for disputed, conditional or contingent claims while they are being resolved. If there are valid claims against the Company, it may be necessary for the Company to utilize some or all of its assets to satisfy these claims. Accordingly, there is no guarantee that we will be able to distribute all, or any, of the remaining assets to stockholders as anticipated.
If the Company’s assets are distributed to stockholders without payment of or appropriate provision being made for all the Company’s liabilities in connection with the winding up of its affairs, stockholders could be liable for amounts distributed to them.
Under Delaware law, if we fail to pay or provide adequately for the Company’s liabilities and obligations in connection with the winding up of the Company, for a period of three years following the filing by the Company of its certificate of dissolution, a stockholder of the Company could be held liable to creditors of the Company for his or her pro rata portion (based on ownership of common stock as of the record date for the distribution) of any such liability, limited to the amount previously received by the stockholder in distributions from the Company under the Plan of Dissolution. If we make a distribution to you, but have not held back enough cash to satisfy all Company liabilities, you might have to pay back some or all of the assets you receive. We do not plan to make any distribution pursuant to the Plan of Dissolution without payment or adequate provision having been made for all the Company’s liabilities.
| ITEM 1B | UNRESOLVED STAFF COMMENTS |
The Company does not have any unresolved comments from the Securities and Exchange Commission.
The Company has no ongoing operations as a result of closure of the Bank. As a result of liquidation of its wholly-owned subsidiary ESI, the Company received a building lot with a carrying value of approximately $40,000. The Company has attempted to sell the lot for an extended period of time without success. The Company determined that there was no equity in the property after consideration of a special paving assessment and estimated costs to sell. The carrying value of the lot was written-off as of June 30, 2009 and this write-off is included in other expense. The Company leased premises for the Bank’s operations as of June 30, 2009, but had no premises or equipment subsequent to September 4, 2009, the date of closure of the Bank.
There are various claims and lawsuits in which the Company is periodically involved incident to the Company’s business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.
| ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted during the fourth quarter of fiscal 2009 to a vote of security holders. Stockholders will vote on the Plan of Dissolution and Liquidation at a special meeting to be held on December 18, 2009.
PART II
| ITEM 5 | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
As of June 30, 2009, the Company’s common stock was listed on the NASDAQ Global Market under the symbol “FFSX.” On September 17, 2009, trading in the Company’s common stock on The Nasdaq Global Market was suspended. On October 6, 2009, NASDAQ filed with the SEC a Form 25-NSE, which removed the Company’s common stock from listing and registration on The Nasdaq Global Market. The shares of common stock of the Company are now quoted on the OTC (over-the-counter) Bulletin Board (“OTCBB”) and on the “Pink Sheets” with ticker symbol “FFSX”. The OTCBB is a regulated quotation service that displays quotes, last sale prices, and volume information in OTC equity securities. Stocks trading on the OTCBB or the Pink Sheets are not “listed” or sponsored by the issuers. If the Plan of Dissolution is approved, the Company plans to close its stock transfer books as of 5:00 p.m. on the date on which the Company files a certificate of dissolution with the State of Delaware, which the Company expects will be the day after the special meeting on December 18, 2009.
As of November 16, 2009, the Company had 1,606 stockholders of record (excluding the number of persons or entities holding stock in nominee or “street” name through various brokerage firms), and 3,304,471 shares outstanding.
The following table sets forth market price and dividend information for the Company’s common stock. Information is presented for each quarter of the previous two fiscal years.
| Fiscal Year | | | | | | | | | | | Cash |
| Ended June 30, | | | | | | | | Closing | | Dividends |
| 2009 | | High | | Low | | Price | | Paid |
| | | | | | | | | | | | | |
| First quarter | | $ | 7.25 | | | $ | 4.50 | | | $ | 4.52 | | | | - | |
| Second quarter | | | 2.75 | | | | 1.55 | | | | 1.85 | | | | - | |
| Third quarter | | | 2.44 | | | | 1.00 | | | | 1.63 | | | | - | |
| Fourth quarter | | | 2.39 | | | | 1.30 | | | | 1.31 | | | | - | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Fiscal Year | | | | | | | | | | | | | | Cash |
| Ended June 30, | | | | | | | | | | Closing | | Dividends |
| 2008 | | High | | Low | | Price | | Paid |
| | | | | | | | | | | | | | | | | |
| First quarter | | $ | 19.00 | | | $ | 17.30 | | | $ | 17.40 | | | $ | 0.105 | |
| Second quarter | | | 17.50 | | | | 12.80 | | | | 14.05 | | | | 0.11 | |
| Third quarter | | | 15.50 | | | | 10.91 | | | | 13.80 | | | | 0.11 | |
| Fourth quarter | | | 14.87 | | | | 6.00 | | | | 6.57 | | | | - | |
The Company does not intend to pay any dividends to stockholders until it has completed the winding up process and is able to distribute its assets to stockholders in accordance with the Plan of Dissolution and Liquidation. Barring unforeseen events, we anticipate that we will be able to complete the Company’s winding up and make a distribution to stockholders as soon as the fourth calendar quarter of 2009 or the first calendar quarter of 2010.
However, there is no assurance that the winding up of the Company will not take longer than anticipated. It may take longer than currently anticipated to complete the necessary proceedings and unanticipated claims may be raised against the Company, the resolution of which may delay completion of the Company’s winding up. It may also be necessary for the Company to use its assets as security for asserted claims. In addition, if there are valid claims against the Company, it may be necessary for the Company to satisfy these claims out of its assets. Accordingly, there is no assurance that we will be able to distribute all, or any, of the assets to stockholders as anticipated.
As of November 16, 2009 the Company’s assets included cash and cash equivalents of approximately $225,000. After incurring expenses in connection with its winding up, the Company expects to have approximately $150,000 in cash.
| ITEM 6 | SELECTED FINANCIAL AND OTHER DATA |
The following table sets forth certain selected consolidated financial and other data of the Company at the dates and for the periods indicated. For additional financial information about the Company, reference is made to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements of the Company and related notes included elsewhere herein.
| | | (Dollars in thousands, except per share amounts) |
| | | | | | June 30, | | | | | | | | | | | | | |
| Financial Condition | | September 30, 2009 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | | | 2005 | |
| Total assets | | $ | 766 | | | $ | 492,363 | | | $ | 566,535 | | | $ | 648,459 | | | $ | 617,056 | | | $ | 590,764 | |
| Cash and cash equivalents | | | 609 | | | | 857 | | | | 833 | | | | 1,439 | | | | 3,125 | | | | 669 | |
| Securities available for sale | | | - | | | | - | | | | - | | | | - | | | | - | | | | 680 | |
| Loans receivable, net | | | - | | | | - | | | | 693 | | | | 1,767 | | | | 1,461 | | | | 1,139 | |
| Other assets | | | 157 | | | | 15 | | | | 55 | | | | 22 | | | | 501 | | | | 2,043 | |
| Assets of discontinued operations | | | - | | | | 491,491 | | | | 564,954 | | | | 645,231 | | | | 611,969 | | | | 586,233 | |
| Accrued expenses and other liabilities | | | 29 | | | | 82 | | | | - | | | | - | | | | - | | | | - | |
| Accrued taxes payable | | | - | | | | - | | | | 158 | | | | 221 | | | | 115 | | | | 141 | |
| Liabilities of discontinued operations | | | - | | | | 501,654 | | | | 534,385 | | | | 577,983 | | | | 548,618 | | | | 520,328 | |
| Stockholders’ equity (deficit) | | | 737 | | | | (9,373 | ) | | | 31,992 | | | | 70,255 | | | | 68,323 | | | | 70,295 | |
| | | Three months ended | | | | | | | | | | | | | | | |
| | | September 30, | | Years ended June 30, | |
| Operations Data | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2007 | | | 2006 | | | 2005 | |
| Total interest income | | $ | 2 | | | $ | 16 | | | $ | 60 | | | $ | 128 | | | $ | 217 | | | $ | 166 | | | $ | 171 | |
| Non-interest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gain on sale of investment securities | | | - | | | | - | | | | - | | | | - | | | | - | | | | 203 | | | | - | |
| Other income | | | - | | | | - | | | | - | | | | - | | | | 28 | | | | 74 | | | | - | |
| Total non-interest income | | | - | | | | - | | | | - | | | | - | | | | 28 | | | | 277 | | | | - | |
| Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Professional, insurance and regulatory expense | | | 47 | | | | 7 | | | | 101 | | | | 196 | | | | 243 | | | | 294 | | | | 233 | |
| Other non-interest expense | | | 7 | | | | 27 | | | | 730 | | | | 197 | | | | 207 | | | | 233 | | | | 180 | |
| Total non-interest expense | | | 54 | | | | 34 | | | | 831 | | | | 393 | | | | 450 | | | | 527 | | | | 413 | |
| Income (loss) before income taxes and discontinued | | | | | | | | | | | | | | | | | | | | | | | | | |
| operations | | | (52 | ) | | | (18 | ) | | | (771 | ) | | | (265 | ) | | | (205 | ) | | | (84 | ) | | | (242 | ) |
| Income tax expense (benefit) | | | - | | | | (6 | ) | | | (138 | ) | | | (90 | ) | | | (107 | ) | | | (32 | ) | | | (94 | ) |
| Income (loss) from continuing operations | | | (52 | ) | | | (12 | ) | | | (633 | ) | | | (175 | ) | | | (98 | ) | | | (52 | ) | | | (148 | ) |
| Income (loss) from discontinued operations, net of tax | | 10,162 | | | | (786 | ) | | | (51,688 | ) | | | (25,184 | ) | | | 3,167 | | | | 3,384 | | | | 4,361 | |
| Net income (loss) | | $ | 10,110 | | | $ | (798 | ) | | $ | (52,321 | ) | | $ | (25,359 | ) | | $ | 3,069 | | | $ | 3,332 | | | $ | 4,213 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Per share information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic earnings (loss) from continuing operations | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.20 | ) | | $ | (0.05 | ) | | $ | (0.02 | ) | | $ | (0.02 | ) | | $ | (0.04 | ) |
| Basic earnings (loss) from discontinued operations | | | 3.08 | | | | (0.24 | ) | | | (15.90 | ) | | | (7.77 | ) | | | 0.95 | | | | 1.01 | | | | 1.23 | |
| Basic earnings (loss) per share | | $ | 3.06 | | | $ | (0.24 | ) | | $ | (16.10 | ) | | $ | (7.82 | ) | | $ | 0.93 | | | $ | 0.99 | | | $ | 1.19 | |
| Diluted earnings (loss) from continuing operations | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.20 | ) | | $ | (0.05 | ) | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.04 | ) |
| Diluted earnings (loss) from discontinued operations | | | 3.08 | | | | (0.24 | ) | | | (15.90 | ) | | | (7.77 | ) | | | 0.95 | | | | 1.01 | | | | 1.23 | |
| Diluted earnings (loss) per share | | $ | 3.06 | | | $ | (0.24 | ) | | $ | (16.10 | ) | | $ | (7.82 | ) | | $ | 0.93 | | | $ | 0.99 | | | $ | 1.19 | |
| Cash dividends declared per common share | | | - | | | | - | | | | - | | | $ | 0.315 | | | $ | 0.415 | | | $ | 0.400 | | | $ | 0.400 | |
| ITEM 7 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The discussion and analysis in this section should be read in conjunction with Item 8, “Financial Statements and Supplementary Data”, as well as Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, and Part I, Item 1, “Business”.
Critical Judgments and Estimates The Company describes all of its significant accounting policies in Note 1, of the Company’s Audited Consolidated Financial Statements, included herein under Item 8.
On September 4, 2009, the Company’s operating subsidiary, Vantus Bank, was closed by the Office of Thrift Supervision and all assets and liabilities of Vantus Bank were transferred to the Federal Deposit Insurance Corporation in its capacity as receiver for Vantus Bank. Since the closure of Vantus Bank, the Company has had no substantive operations or productive assets. The Company’s Board of Directors approved a Plan of Dissolution on September 29, 2009 and intends to submit the plan for stockholder approval. The principal terms of the Plan of Dissolution provide for:
| | · | the voluntary dissolution of the Company and the winding up of its business and affairs in accordance with Delaware law; and |
| | · | the distribution to the Company’s s of the Company’s remaining assets. |
The closure of the Bank and the Board’s intent to pursue a Plan of Dissolution gives rise to substantial doubt about the Company’s ability to continue as a going concern.
All information in this section related to September 30, 2009 and September 30, 2008 is unaudited.
Results of Operations
The operations of Vantus Bank have been presented as discontinued operations. See Note 4 of Notes to Consolidated Financial Statements for more information. The Company has no ongoing operations. Total assets of the Company at September 30, 2009 were $766,000, consisting of approximately $609,000 of cash and approximately $157,000 of other assets consisting primarily of prepaid professional fees.
The Company recorded net income of $10.1 million for the three-months ended September 30, 2009 compared to a net loss of $798,000 for the three months ended September 30, 2008. The income for the 2009 period includes a non-cash gain of $10.2 million. Upon closure of Vantus Bank, assets of approximately $491.5 million and liabilities of approximately $501.7 million were transferred to the FDIC, resulting in a gain of $10.2 million. Since the Company’s sole source of income at present is interest on a money market account, it is likely that company will incur operating losses due to costs associated with winding up of the affairs of the Company. Legislation was enacted November 6, 2009 which permits corporate taxpayers to elect to carryback net operating losses up to five years, rather than two years under prior tax law. The Company has not yet determined whether it will be entitled to a refund under the recently enacted legislation. Refunds, if any, may be an additional source of income for the Company.
Net loss for the year ended June 30, 2009 was $52.3 million, compared to net loss of $25.4 million for the year ended June 30, 2008. The increase in net loss was due to loss from discontinued operations of the Bank, charge-off of the ESOP loan and a real estate investment, offset by a decrease in professional fees, insurance and regulatory expenses.
Net loss for the year ended June 30, 2008 was $25.4 million compared to net income of $3.1 million for the year ended June 30, 2007 due primarily to loss from discontinued operations of the Bank and by lower interest income.
Three-months ended September 30, 2009 (Unaudited) compared to September 30, 2008 (Unaudited)
Income from discontinued operations was $10.2 million for the three months ended September 30, 2009. Upon closure of Vantus Bank, assets of approximately $491.5 million and liabilities of approximately $501.7 million were transferred to the FDIC, resulting in a gain of $10.2 million. This gain compared to a loss of $786,000
for the three months ended September 30, 2008, which represents equity in loss for the Bank. Net loss from continuing operations amounted to $52,000 compared to $12,000 for the three months ended September 30, 2009 and 2008, respectively. Total net income was $10.1 million for the three months ended September 30, 2009 compared to a net loss of $798,000 for the three months ended September 30, 2008.
Interest income declined to $1,600 for the three-months ended September 30, 2009 from $16,400 for the three-months ended September 30, 2008 due primarily to the charge-off of the loan originated by the Company to the Vantus Bank’s Employee Stock Ownership Plan (“ESOP”) of $570,558 as of June 30, 2009, and to the closure of Vantus Bank.
Professional, insurance and regulatory expenses increased from $7,000 for the three months ended September 30, 2008 to $47,000 for the three months ended September 30, 2009 due to fees incurred in efforts to restructure the financial position of the Company and the Bank, as well as winding up the affairs of the Company.
Income tax benefit decreased from $6,000 for the three months ended September 30, 2008 to $0 for the three months ended September 30, 2009. During the year ended June 30, 2009, the Company determined that certain deferred tax assets were non-recoverable and recorded a full valuation allowance. No adjustments have been made for refunds, if any, to which the Company may be entitled under recent tax legislation increasing the number years for carryback of tax net operating losses from two years to five years.
Year Ended June 30, 2009 Compared to June 30, 2008
Loss from discontinued operations increased from $25.2 million for 2008 to $51.7 million for 2009 due to operations of the Bank. Loss from continuing operations increased from $175,000 for the year ended June 30, 2008 to $633,000 for the year ended June 30, 2009 due to lower interest income and higher noninterest expense, offset by higher income tax benefit.
Interest income on loans decreased due to the charge-off of the Bank’s loan to the ESOP. Interest income on other interest-earning assets decreased due primarily to a decline in interest rates.
Professional, insurance and regulatory expense decreased from $196,000 for 2008 to $101,000 for 2009. Other expense includes a $570,558 charge-off of the ESOP loan and a charge-off of $40,000 related to a building lot held for sale. The Company determined that there was no equity in the property after consideration of a special paving assessment and estimated costs to sell.
Income tax benefit increased from $90,000 for 2008 to $138,000 for 2009 due to a higher loss from continuing operations for 2009. The tax rate for the 2008 year was higher than the 2009 year because the Company was able to utilize net operating losses for tax purposes in 2008. The Company did not fully recognize tax benefits for 2009 because of a valuation allowance on the deferred tax assets. Since it is unlikely that the Company will generate sufficient taxable income for Federal or state purposes in the future to fully utilize tax net operating losses, a valuation allowance was created.
Year Ended June 30, 2008 Compared to June 30, 2007
Income from discontinued operations was $3.2 million for 2007 compared to a loss of $25.2 million for 2008 due to operations of the Bank. Loss from continuing operations increased from $98,000 for the year ended June 30, 2007 to $175,000 for the year ended June 30, 2008 due to lower interest income offset by lower noninterest expenses.
Professional, insurance and regulatory expense decreased from $243,000 for the year ended June 30, 2007 to $196,000 for the year ended June 30, 2008.
Income tax benefit decreased from $107,000 for the year ended June 30, 2007 to $90,000 for the year ended June 30, 2008.
Financial Condition
September 30, 2009 (Unaudited) Compared to June 30, 2009
Overview. Total assets decreased from $492.4 million at June 30, 2009 to $766,000 at September 30, 2009. The primary reason for the decline in assets was the closure of the Bank by the FDIC on September 4, 2009. See Note 4 of Notes to Consolidated Financial Statements for more information.
Cash and Cash Equivalents. Cash and cash equivalents decreased from $857,000 at June 30, 2009 to $609,000 at September 30, 2009 due to higher professional, insurance and regulatory expenses related to regulatory issues and other matters.
Assets and Liabilities of Discontinued Operations. Discontinued operations of $491.5 million and $501.7 million represent the assets and liabilities, respectively, of the Bank as of June 30, 2009.
Stockholders’ Equity (Deficit). Total stockholders’ equity (deficit) increased from a deficit of $9.4 million at June 30, 2009 to $737,000 at September 30, 2009. The increase in stockholders’ equity (deficit) is related to recognition of a non-cash gain of $10.2 million upon closure of the Bank.
June 30, 2009 Compared to June 30, 2008
Overview. Total assets decreased from $566.5 million at June 30, 2008 to $492.4 million at June 30, 2009. The primary reason for the decrease was a decline in assets of the Bank included in discontinued operations as a result of a branch sale. See Note 4 of Notes to Consolidated Financial Statements for more information.
Cash and Cash Equivalents. Cash and cash equivalents increased from $833,000 at June 30, 2008 to $857,000 at June 30, 2009.
Assets and Liabilities of Discontinued Operations. Assets of discontinued operations decreased from $565.0 million at June 30, 2008 to $491.5 million at June 30, 2009 due to a planned reduction of Bank assets. Liabilities of discontinued operations decreased from $534.4 million at June 30, 2008 to $501.7 million at June 30, 2009.
Stockholders’ Equity (Deficit). Total stockholders’ equity (deficit) changed from equity of $32.0 million at June 30, 2008 to a deficit of $9.4 million at June 30, 2009 due primarily to losses incurred by the Bank. As a result of reclassification of the Bank as discontinued operations, accumulated other comprehensive income (loss) was reversed and unearned ESOP was offset against to additional paid-in capital.
Liquidity and Capital Resources
The Company’s primary source of funds is presently interest income on cash and cash equivalents. See Note 2 on Notes to Consolidated Financial Statements regarding the Company’s future plans. Sources of income for the years ended June 30, 2009, 2008 and 2007 included interest on the ESOP loan and investment securities.
| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
The Company has no ongoing operations. Because the Company is no longer engaged in commercial banking activities, it is no longer subject to its primary risks, interest rate risk, credit risk and market risk. At September 30, 2009 the Company has cash and cash equivalents of $609,000 in checking and money market accounts. Because deposits in excess of $250,000 are not insured by the FDIC, the Company is subject to a remote risk that the institution in which the Company deposits its cash funds may fail.
| ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Report of Independent Registered Public Accounting Firm
The Board of Directors
First Federal Bankshares, Inc.
Sioux City, Iowa
We have audited the consolidated statements of financial condition of First Federal Bankshares, Inc. and subsidiaries as of June 30, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Federal Bankshares, Inc. and subsidiaries as of June 30, 2009 and 2008 and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2009 in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, on September 4, 2009, the Company’s operating subsidiary, Vantus Bank, was closed by the Office of Thrift Supervision and all assets and liabilities of Vantus Bank were transferred to the Federal Deposit Insurance Corporation in its capacity as receiver for Vantus Bank. After the closure of Vantus Bank, the Company has no substantive operations or productive assets. The Company’s Board of Directors approved a Plan of Dissolution and Liquidation on September 29, 2009 and has submitted the Plan of Dissolution and Liquidation to the shareholders for approval. This raises substantial doubt about the Company’s ability to continue as a growing concern. The financial statements do not include any adjustments that might result from the outcome of these matters.
We were not engaged to examine management’s assessment of the effectiveness of First Federal Bankshares, Inc.’s internal control over financial reporting as of June 30, 2009 included in the accompanying Management’s Report on Internal Control Over Financial Reporting and accordingly, we do not express an opinion thereon.
/s/ McGladrey & Pullen, LLP
Des Moines, Iowa
December 10, 2009
| FIRST FEDERAL BANKSHARES, INC. and SUBSIDIARIES | | | | |
| Consolidated Statements of Financial Condition | | | | | | | |
| September 30, 2009 (Unaudited) and | | | | | | | | | |
| June 30, 2009 and 2008 | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | September 30, | | | June 30, | |
| | | 2009 | | | 2009 | | | 2008 | |
| | | (Unaudited) | | | | | | | |
| Assets | | | | | | | | | |
| Cash and cash equivalents | | $ | 609,075 | | | $ | 856,787 | | | $ | 833,315 | |
| Loans receivable | | | - | | | | - | | | | 693,224 | |
| Other assets | | | 156,656 | | | | 15,000 | | | | 54,702 | |
| Assets of discontinued operations | | | - | | | | 491,490,840 | | | | 564,953,730 | |
| Total assets | | $ | 765,731 | | | $ | 492,362,627 | | | $ | 566,534,971 | |
| | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | |
| Accrued expenses and other liabilities | | $ | 28,505 | | | $ | 81,899 | | | $ | 95,649 | |
| Accrued taxes payable | | | - | | | | - | | | | 63,212 | |
| Liabilities of discontinued operations | | | - | | | | 501,653,388 | | | | 534,384,565 | |
| Total liabilities | | | 28,505 | | | | 501,735,287 | | | | 534,543,426 | |
| | | | | | | | | | | | | |
| Stockholders' equity (deficit) | | | | | | | | | | | | |
| Preferred stock, $.01 par value, 1,000,000 shares | | | | | | | | | |
| authorized; none issued | | | - | | | | - | | | | - | |
| Common stock, $.01 par value, 12,000,000 shares | | | | | | | | | |
| authorized; 5,068,726 shares issued | | | 50,651 | | | | 50,651 | | | | 50,639 | |
| Additional paid-in-capital | | | 39,121,483 | | | | 39,121,483 | | | | 39,505,397 | |
| Retained earnings (deficit) | | | (9,899,245 | ) | | | (20,009,131 | ) | | | 32,581,696 | |
| Treasury stock, at cost, 1,764,255 shares | | | (28,535,663 | ) | | | (28,535,663 | ) | | | (28,535,663 | ) |
| Accumulated other comprehensive (loss) | | | - | | | | - | | | | (11,061,834 | ) |
| Unearned ESOP | | | - | | | | - | | | | (548,690 | ) |
| Total stockholders' equity (deficit) | | | 737,226 | | | | (9,372,660 | ) | | | 31,991,545 | |
| | | | | | | | | | | | | |
| Total liabilities and stockholders' equity (deficit) | | $ | 765,731 | | | $ | 492,362,627 | | | $ | 566,534,971 | |
| | | | | | | | | | | | | |
| See Notes to Consolidated Financial Statements. | | | | | | | | | |
| FIRST FEDERAL BANKSHARES, INC. and SUBSIDIARIES | | | | | | | |
| Consolidated Statements of Operations | | | | | | | | | | | | | |
| Three-Months Ended September 30, 2009 and 2008 (Unaudited) | | | | | | | |
| and Years Ended June 30, 2009, 2008 and 2007 | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | Three-Months Ended
September 30, | | | Years Ended June 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | | | | | | |
| Interest income: | | | | | | | | | | | | | | | |
| Loan receivable | | $ | - | | | $ | 12,231 | | | $ | 45,312 | | | $ | 89,622 | | | $ | 112,393 | |
| Other interest-earning assets | | | 1,590 | | | | 4,217 | | | | 15,106 | | | | 38,106 | | | | 104,059 | |
| Total interest income | | | 1,590 | | | | 16,448 | | | | 60,418 | | | | 127,728 | | | | 216,452 | |
| Noninterest income - gain on sale of | | | | | | | | | | | | | | | | | | | | |
| investment securities | | | - | | | | - | | | | - | | | | - | | | | 28,296 | |
| Noninterest expense: | | | | | | | | | | | | | | | | | | | | |
| Professional, insurance and regulatory expense | | | 47,170 | | | | 6,720 | | | | 101,230 | | | | 195,876 | | | | 243,233 | |
| Other expense | | | 7,082 | | | | 27,308 | | | | 729,680 | | | | 197,023 | | | | 206,795 | |
| Total noninterest expense | | | 54,252 | | | | 34,028 | | | | 830,910 | | | | 392,899 | | | | 450,028 | |
| Loss from continuing operations before income | | | | | | | | | | | | | | | | | |
| taxes and discontinued operations | | | (52,662 | ) | | | (17,580 | ) | | | (770,492 | ) | | | (265,171 | ) | | | (205,280 | ) |
| Income tax benefit | | | - | | | | 6,000 | | | | 138,000 | | | | 90,000 | | | | 107,000 | |
| Loss from continuing operations | | | (52,662 | ) | | | (11,580 | ) | | | (632,492 | ) | | | (175,171 | ) | | | (98,280 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Discontinued operations: | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from operations of Vantus Bank | | | (52,589 | ) | | | (1,375,743 | ) | | | (48,798,378 | ) | | | (29,676,082 | ) | | | 4,013,138 | |
| Gain on disposal | | | 10,215,137 | | | | - | | | | - | | | | - | | | | - | |
| Discontinued operations | | | 10,162,548 | | | | (1,375,743 | ) | | | (48,798,378 | ) | | | (29,676,082 | ) | | | 4,013,138 | |
| Income tax benefit (expense) | | | - | | | | 589,000 | | | | (2,890,000 | ) | | | 4,492,000 | | | | (846,000 | ) |
Income (loss) from discontinued operations | | | 10,162,548 | | | | (786,743 | ) | | | (51,688,378 | ) | | | (25,184,082 | ) | | | 3,167,138 | |
| Net income (loss) | | $ | 10,109,886 | | | $ | (798,323 | ) | | $ | (52,320,870 | ) | | $ | (25,359,253 | ) | | $ | 3,068,858 | |
| | | | | | | | | | | | | | | | | | | | | |
| Per share information | | | | | | | | | | | | | | | | | | | | |
| Basic earnings (loss) per share from: | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.20 | ) | | $ | (0.05 | ) | | $ | (0.02 | ) |
| Discontinued operations | | | 3.08 | | | | (0.24 | ) | | | (15.90 | ) | | | (7.77 | ) | | | 0.95 | |
| Earnings (loss) per share | | $ | 3.06 | | | $ | (0.24 | ) | | $ | (16.10 | ) | | $ | (7.82 | ) | | $ | 0.93 | |
| Diluted earnings (loss) per share from: | | | | | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.20 | ) | | $ | (0.05 | ) | | $ | (0.02 | ) |
| Discontinued operations | | | 3.08 | | | | (0.24 | ) | | | (15.90 | ) | | | (7.77 | ) | | | 0.95 | |
| Earnings (loss) per share | | $ | 3.06 | | | $ | (0.24 | ) | | $ | (16.10 | ) | | $ | (7.82 | ) | | $ | 0.93 | |
| | | | | | | | | | | | | | | | | | | | | |
| See Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| First Federal Bankshares, Inc. and Subsidiaries | | | | | |
| Consolidated Statements of Stockholders' Equity (Deficit) | | | | | | |
| Three-Months Ended September 30, 2009 (Unaudited) | | | | | | | |
| and Years Ended June 30, 2009, 2008 and 2007 | | | | | | | |
| | | Comprehensive | | | | | | Retained | | | | | | Accumulated Other | | | | | | | |
| | | Income | | | Common | | | Additional | | | Earnings | | | Treasury | | | Comprehensive | | | Unearned | |
| | (Deficit) | | | Stock | | | Paid-in Capital | | | (Deficit) | | | Stock | | | Income (Loss) | | | ESOP | | | Total | |
| Balance at June 30, 2006 | | | | | $ | 50,109 | | | $ | 38,293,233 | | | $ | 57,013,427 | | | $ | (25,920,685 | ) | | $ | (325,650 | ) | | $ | (786,540 | ) | | $ | 68,323,894 | |
| Net income | | $ | 3,068,858 | | | | - | | | | - | | | | 3,068,858 | | | | - | | | | - | | | | - | | | | 3,068,858 | |
| Net change in unrealized losses on securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| available-for-sale, net of tax of $92,000 | | | 155,319 | | | | - | | | | - | | | | - | | | | - | | | | 155,319 | | | | - | | | | 155,319 | |
| Less reclassification adjustment for net realized gains | | | | | | | | | | | | | | | | | | | | | | | | | |
| included in net income, net of tax of $5,000 | | | (9,029 | ) | | | - | | | | - | | | | - | | | | - | | | | (9,029 | ) | | | - | | | | (9,029 | ) |
| Total comprehensive income | | $ | 3,215,148 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock options exercised - 51,611 shares | | | | 495 | | | | 664,535 | | | | - | | | | - | | | | - | | | | - | | | | 665,030 | |
| Treasury stock acquired - 44,989 shares | | | | - | | | | - | | | | - | | | | (970,780 | ) | | | - | | | | - | | | | (970,780 | ) |
| Amortization of RRP | | | | | | | - | | | | 36,599 | | | | - | | | | - | | | | - | | | | - | | | | 36,599 | |
| Stock grants awarded | | | | | | | - | | | | (5,742 | ) | | | - | | | | 5,742 | | | | - | | | | - | | | | - | |
| Stock compensation expense | | | | | | | - | | | | 105,769 | | | | - | | | | - | | | | - | | | | - | | | | 105,769 | |
| ESOP shares allocated | | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 121,700 | | | | 121,700 | |
| Stock appreciation of allocated ESOP shares | | | | - | | | | 135,622 | | | | - | | | | - | | | | - | | | | - | | | | 135,622 | |
| Dividends on common stock at $0.415 per share | | | | - | | | | - | | | | (1,377,760 | ) | | | - | | | | - | | | | - | | | | (1,377,760 | ) |
| Balance at June 30, 2007 | | | | | | | 50,604 | | | | 39,230,016 | | | | 58,704,525 | | | | (26,885,723 | ) | | | (179,360 | ) | | | (664,840 | ) | | | 70,255,222 | |
| Net loss | | $ | (25,359,253 | ) | | | - | | | | - | | | | (25,359,253 | ) | | | - | | | | - | | | | - | | | | (25,359,253 | ) |
| Net change in unrealized losses on securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| available-for-sale, net of tax of $9,888,000 | | | (16,622,380 | ) | | | - | | | | - | | | | - | | | | - | | | | (16,622,380 | ) | | | - | | | | (16,622,380 | ) |
| Less reclassification adjustment for net realized losses | | | | | | | | | | | | | | | | | | | | | | | | | |
| included in net loss, net of tax of $3,414,000 | | | 5,739,906 | | | | - | | | | - | | | | - | | | | - | | | | 5,739,906 | | | | - | | | | 5,739,906 | |
| Total comprehensive loss | | $ | (36,241,727 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock options exercised - 1,500 shares | | | | | | | 15 | | | | 14,860 | | | | - | | | | - | | | | - | | | | - | | | | 14,875 | |
| Treasury stock acquired - 87,000 shares | | | | - | | | | - | | | | - | | | | (1,649,940 | ) | | | - | | | | - | | | | (1,649,940 | ) |
| Adoption of FASB ASC 740-10-25 | | | | | | | - | | | | - | | | | 180,000 | | | | - | | | | - | | | | - | | | | 180,000 | |
| Adoption of FASB ASC 860-50-35 | | | | | | | - | | | | - | | | | 79,374 | | | | - | | | | - | | | | - | | | | 79,374 | |
| Amortization of RRP | | | | | | | - | | | | 44,226 | | | | - | | | | - | | | | - | | | | - | | | | 44,226 | |
| Restricted shares vested | | | | | | | 20 | | | | (20 | ) | | | - | | | | - | | | | - | | | | - | | | | - | |
| Stock compensation expense | | | | | | | - | | | | 164,225 | | | | - | | | | - | | | | - | | | | - | | | | 164,225 | |
| ESOP shares allocated | | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 116,150 | | | | 116,150 | |
| Stock appreciation of allocated ESOP shares | | | | - | | | | 52,090 | | | | - | | | | - | | | | - | | | | - | | | | 52,090 | |
| Dividends on common stock at $0.315 per share | | | | - | | | | - | | | | (1,022,950 | ) | | | - | | | | - | | | | - | | | | (1,022,950 | ) |
| Balance at June 30, 2008 | | | | | | | 50,639 | | | | 39,505,397 | | | | 32,581,696 | | | | (28,535,663 | ) | | | (11,061,834 | ) | | | (548,690 | ) | | | 31,991,545 | |
| Net loss | | $ | (52,320,870 | ) | | | - | | | | - | | | | (52,320,870 | ) | | | - | | | | - | | | | - | | | | (52,320,870 | ) |
| Net change in unrealized losses on securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| available-for-sale for which a portion of other-than- | | | | | | | | | | | | | | | | | | | | | | | | | |
| temporary impairment has been recorded in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| discontinued operations, net of tax of $8,771,000 | | | (14,744,457 | ) | | | - | | | | - | | | | - | | | | - | | | | (14,744,457 | ) | | | - | | | | (14,744,457 | ) |
| Net change in unrealized losses on all other securities | | | | | | | | | | | | | | | | | | | | | | | | | |
| available-for-sale, net of tax of $4,099,000 | | | (6,891,818 | ) | | | - | | | | - | | | | - | | | | - | | | | (6,891,818 | ) | | | - | | | | (6,891,818 | ) |
| Less reclassification adjustment for net realized losses | | | | | | | | | | | | | | | | | | | | | | | | | |
| included in net loss, net of tax of $19,451,000 | | | 33,138,465 | | | | - | | | | - | | | | - | | | | - | | | | 33,138,465 | | | | - | | | | 33,138,465 | |
| Total comprehensive loss | | $ | (40,818,680 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adoption of FASB ASC 320-10 | | | | | | | - | | | | - | | | | 440,356 | | | | - | | | | (440,356 | ) | | | - | | | | - | |
| Adoption of FASB ASC 715-60 | | | | | | | - | | | | - | | | | (710,313 | ) | | | - | | | | - | | | | - | | | | (710,313 | ) |
| Amortization of RRP | | | | | | | - | | | | 25,583 | | | | - | | | | - | | | | - | | | | - | | | | 25,583 | |
| Restricted shares vested | | | | | | | 12 | | | | (12 | ) | | | - | | | | - | | | | - | | | | - | | | | - | |
| Stock compensation expense | | | | | | | - | | | | 107,317 | | | | - | | | | - | | | | - | | | | - | | | | 107,317 | |
| ESOP shares allocated | | | | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 110,420 | | | | 110,420 | |
| Stock depreciation of allocated ESOP shares | | | | - | | | | (78,532 | ) | | | - | | | | - | | | | - | | | | - | | | | (78,532 | ) |
| Cancellation of unearned ESOP shares | | | | | | | | | | | (438,270 | ) | | | | | | | | | | | | | | | 438,270 | | | | - | |
| Balance at June 30, 2009 | | | | | | | 50,651 | | | | 39,121,483 | | | | (20,009,131 | ) | | | (28,535,663 | ) | | | - | | | | - | | | | (9,372,660 | ) |
| Net income and comprehensive income (Unaudited) | | $ | 10,109,886 | | | | - | | | | - | | | | 10,109,886 | | | | - | | | | - | | | | - | | | | 10,109,886 | |
| Balance at September 30, 2009 (Unaudited) | | | | | $ | 50,651 | | | $ | 39,121,483 | | | $ | (9,899,245 | ) | | $ | (28,535,663 | ) | | | - | | | | - | | | $ | 737,226 | |
See Notes to Consolidated Financial Statements.
| First Federal Bankshares, Inc. and Subsidiaries | | | | | | | | | | | | | |
| Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | |
| Three-Months Ended September 30, 2009 and 2008 (Unaudited) | | | | | | | | | | |
| and Years Ended June 30, 2009, 2008 and 2007 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | Three-Months Ended
September 30, | | | June 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | |
| Cash flows from continuing operating activities: | | | | | | | | | | | | | |
| Net income (loss) | | $ | 10,109,886 | | | $ | (798,323 | ) | | $ | (52,320,870 | ) | | $ | (25,359,253 | ) | | $ | 3,068,858 | |
| (Income) loss from discontinued operations, net of tax | | | (10,162,548 | ) | | | 786,743 | | | | 51,688,378 | | | | 25,184,082 | | | | (3,167,138 | ) |
| Adjustments to reconcile net income (loss) from | | | | | | | | | | | | | | | | | |
| continuing operations to net cash provided by | | | | | | | | | | | | | | | | | |
| continuing operating activities: | | | | | | | | | | | | | | | | | | | | |
| Decrease (increase) in other assets | | | (141,656 | ) | | | 47,201 | | | | 39,702 | | | | (33,018 | ) | | | 1,940,680 | |
| Increase (decrease) in accrued expenses and other liabilities | | | (53,394 | ) | | | 68,358 | | | | (13,750 | ) | | | 95,649 | | | | - | |
| Increase (decrease) in accrued taxes payable | | | - | | | | 66,037 | | | | (63,212 | ) | | | (157,669 | ) | | | 106,057 | |
| Net cash provided by (used in) continuing operating activities | | | (247,712 | ) | | | 170,016 | | | | (669,752 | ) | | | (270,209 | ) | | | 1,948,457 | |
| Net cash provided by (used in) discontinued operating activities | | | - | | | | 2,803,248 | | | | (46,721,229 | ) | | | 15,830,886 | | | | 15,007,614 | |
| Net cash provided by (used in) operating activities | | | (247,712 | ) | | | 2,973,264 | | | | (47,390,981 | ) | | | 15,560,677 | | | | 16,956,071 | |
| Cash flows from continuing investing activities: | | | | | | | | | | | | | | | | | |
| Decrease (increase) in loans receivable | | | - | | | | - | | | | 693,224 | | | | 1,074,243 | | | | (1,767,467 | ) |
| Net cash provided by (used in) continuing investing activities | | | - | | | | - | | | | 693,224 | | | | 1,074,243 | | | | (1,767,467 | ) |
| Net cash provided by (used in) discontinued investing activities | | | - | | | | 9,383,399 | | | | 27,692,331 | | | | 27,311,312 | | | | (46,387,848 | ) |
| Net cash provided by (used in) investing activities | | | - | | | | 9,383,399 | | | | 28,385,555 | | | | 28,385,555 | | | | (48,155,315 | ) |
| Cash flows from continuing financing activities: | | | | | | | | | | | | | | | | | |
| Issuance of common stock under stock options exercised | | | - | | | | - | | | | - | | | | 14,875 | | | | 665,030 | |
| Repurchase of common stock | | | - | | | | - | | | | - | | | | (1,649,940 | ) | | | (970,780 | ) |
| Cash dividends paid | | | - | | | | - | | | | - | | | | (1,022,950 | ) | | | (1,377,760 | ) |
| Net cash used in continuing financing activities | | | - | | | | - | | | | - | | | | (2,658,015 | ) | | | (1,683,510 | ) |
| Net cash provided by (used in) discontinued financing activities | | | - | | | | (12,354,767 | ) | | | 19,028,898 | | | | (41,893,735 | ) | | | 31,196,602 | |
| Net cash provided by (used in) financing activities | | | - | | | | (12,354,767 | ) | | | 19,028,898 | | | | (44,551,750 | ) | | | 29,513,092 | |
| Net increase (decrease) in cash and cash equivalents | | | (247,712 | ) | | | 1,896 | | | | 23,472 | | | | (605,518 | ) | | | (1,686,152 | ) |
| Cash and cash equivalents: | | | | | | | | | | | | | | | | | | | | |
| Beginning of period | | | 856,787 | | | | 833,315 | | | | 833,315 | | | | 1,438,833 | | | | 3,124,985 | |
| End of period | | $ | 609,075 | | | $ | 835,211 | | | $ | 856,787 | | | $ | 833,315 | | | $ | 1,438,833 | |
| | | | | | | | | | | | | | | | | | | | | |
| See Notes to Consolidated Financial Statements. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | |
| Cash paid during the year for : | | | | | | | | | | | | | | | | | | | | |
| Continuing operations - Interest | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Continuing operations - Income taxes | | | - | | | | - | | | | - | | | | - | | | | - | |
| Discontinued operations - Interest | | | * | | | | 3,042,053 | | | | 11,117,646 | | | | 19,769,907 | | | | 19,225,614 | |
| Discontinued operations - Income taxes | | | * | | | | - | | | | - | | | | - | | | | 1,043,279 | |
| | | | | | | | | | | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING | | | | | | | | | |
| AND FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | | |
| Continuing operations - Charge off of ESOP loan | | | - | | | | - | | | | 570,258 | | | | - | | | | - | |
| Continuing operations - Charge-off of building lot held for sale | | | - | | | | - | | | | 40,000 | | | | - | | | | - | |
| Discontinued operations - Property acquired in settlement of loans | | | * | | | | 10,095,425 | | | | 11,101,984 | | | | 2,439,593 | | | | 2,644,760 | |
| | | | | | | | | | | | | | | | | | | | | |
| * Information is not available due to closure of Vantus Bank. | | | | | | | | | | | | | |
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies and Practices
Organization: First Federal Bankshares, Inc. (the “Company”) was the holding company for Vantus Bank (the “Bank”) until September 4, 2009 when the Federal Deposit Insurance Corporations (“FDIC”) was appointed receiver for the Bank. See Note 2 of Notes to Consolidated Financial Statements for a more detailed discussion of recent developments and the Company’s Plan of Liquidation.
Prior to September 4, 2007, the Bank was known as First Federal Bank. The Company’s primary activity was its ownership of 100% of the Bank’s common stock. The Company’s net income (loss) was derived primarily from the Bank. The Bank was organized as a federally-chartered stock savings bank engaging in retail and commercial banking and related financial services in northwest and central Iowa and contiguous portions of Nebraska and South Dakota.
Principles of presentation: The accompanying consolidated financial statements include the accounts of First Federal Bankshares, Inc., and its former wholly-owned subsidiaries, Equity Services Inc. (“ESI”), a real estate development company, and the Bank and its wholly-owned subsidiary, First Financial Corporation of Sioux City (“FFC”). ESI was dissolved effective March 31, 2008. FFC is a majority owner of United Escrow, Inc. which serves as an escrow agent in Woodbury County, Iowa. FFC formerly operated a title search and abstract continuation business through its subsidiary, Sioux Financial Company (“SFC”). Substantially all the assets of SFC were sold in March 2007, and the Company is no longer involved in the title search and abstract continuation business. The results of operations of all former wholly-owned subsidiaries are presented as discontinued operations in the accompanying consolidated financial statements. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Other assets: Other assets consist primarily of prepaid professional fees. |
Cash flow statement and cash and cash equivalents: For purposes of reporting cash flows, the Company includes cash interest-bearing deposits with original maturities of three months or less in cash and cash equivalents. At September 30, 2009, deposits in excess of $250,000 are not insured by the FDIC.
Earnings (loss) per share: Basic and diluted earnings (losses) per share for the three months ended September 30, 2009 and 2008 and the years ended June 30, 2009, 2008 and 2007 were determined by dividing the net income (loss) by the weighted average number of common shares outstanding during the periods then ended. Diluted earnings (loss) per common share amounts are computed by dividing net income (loss) by the weighted average number of common shares and all dilutive potential common shares outstanding during the period. Shares owned by the ESOP that were not been committed to be released are not considered to be outstanding for the purposes of computing earnings (loss) per share.
Subsequent Events: Subsequent events have been evaluated for potential recognition and disclosures through December 10, 2009, which is the date we filed this Form 10-K with the Securities and Exchange Commission. |
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following information was used in the computation of net income (loss) per common share on both a basic and diluted basis for the periods indicated:
| | | Three-Months Ended | | | | | | | | | | |
| | | September 30, | | | Years Ended June 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Loss from continuing operations | | $ | (52,662 | ) | | $ | (11,580 | ) | | $ | (632,492 | ) | | $ | (175,171 | ) | | $ | (98,280 | ) |
| Income (loss) from discontinued operations, | | | | | | | | | | | | | | | | |
| net of tax | | | 10,162,548 | | | | (786,743 | ) | | | (51,688,378 | ) | | | (25,184,082 | ) | | | 3,167,138 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | 10,109,886 | | | $ | (798,323 | ) | | $ | (52,320,870 | ) | | $ | (25,359,253 | ) | | $ | 3,068,858 | |
| | | | | | | | | | | | | | | | | | | | | |
| Per share information | | | | | | | | | | | | | | | | | | | | |
| Basic earnings (loss) per share from: | | | | | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.20 | ) | | $ | (0.05 | ) | | $ | (0.02 | ) |
| Discontinued operations | | | 3.08 | | | | (0.24 | ) | | | (15.90 | ) | | | (7.77 | ) | | | 0.95 | |
| Earnings (loss) per share | | $ | 3.06 | | | $ | (0.24 | ) | | $ | (16.10 | ) | | $ | (7.82 | ) | | $ | 0.93 | |
| Diluted earnings (loss) per share from: | | | | | | | | | | | | | | | | | |
| Continuing operations | | $ | (0.02 | ) | | $ | 0.00 | | | $ | (0.20 | ) | | $ | (0.05 | ) | | $ | (0.02 | ) |
| Discontinued operations | | | 3.08 | | | | (0.24 | ) | | | (15.90 | ) | | | (7.77 | ) | | | 0.95 | |
| Earnings (loss) per share | | $ | 3.06 | | | $ | (0.24 | ) | | $ | (16.10 | ) | | $ | (7.82 | ) | | $ | 0.93 | |
| Weighted average common shares outstanding: | | | | | | | | | | | | | |
| Basic | | | 3,301,401 | | | | 3,304,471 | | | | 3,249,853 | | | | 3,244,570 | | | | 3,316,774 | |
| Incremental option and RRP shares using | | | | | | | | | | | | | | | | | |
| treasury stock method | | | - | | | | - | | | | - | | | | - | | | | - | |
| Diluted shares outstanding | | | 3,301,401 | | | | 3,304,471 | | | | 3,249,853 | | | | 3,244,570 | | | | 3,316,774 | |
| Anti-dilutive options not included in | | | | | | | | | | | | | | | | | |
| diluted shares outstanding | | | 164,297 | | | | 164,297 | | | | 164,297 | | | | 155,268 | | | | 62,488 | |
Recent accounting pronouncements
The following paragraphs summarize recent accounting guidance and references to the FASB ASC:
Effective for all interim and annual periods ending after September 15, 2009, the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) became the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by FASB to be applied to nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.
FASB ASC 855-10, “Subsequent Events,” establishes principles for accounting for and disclosures for events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The recent accounting guidance in this ASC was adopted June 30, 2009 and did not have a material impact on the Company’s financial position or results of operation.
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Comprehensive loss: Comprehensive loss includes net income (loss), as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss is unrealized gains and losses on available-for-sale investment securities.
Income Taxes: The Company has historically filed a consolidated Federal income tax return. Federal income taxes are allocated based on taxable income or loss included on the consolidated return. For state tax purposes, the Bank files a franchise tax return, while the Company, its other subsidiaries and the Bank’s subsidiaries file a consolidated corporate income tax return. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.
The Company utilizes the asset and liability method for taxes on income, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
Stock option plan: The Company records all share-based payments to employees, including grants of employee stock options, in the financial statements based on their fair values in accordance with the measurement provisions of FASB ASC 718-10-30 and FASB 718-10-35, “Compensation – Stock Compensation”.
Reclassifications: Certain amounts previously reported have been reclassified to conform to the presentation in these
consolidated financial statements. These reclassifications did not affect previously reported net income or stockholders’ equity.
Fair value of financial instruments: The Company’s sole financial instrument at June 30, 2009 (other than assets and liabilities of discontinued operations) consists of cash and cash equivalents. The recorded amount of cash and cash equivalents approximates fair value.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
Note 2. Going Concern
On September 4, 2009, the Company’s operating subsidiary, Vantus Bank was closed by the Office of Thrift Supervision and all assets and liabilities of Vantus Bank were transferred to the Federal Deposit Insurance Corporation in its capacity as receiver for Vantus Bank. After the closure, Vantus Bank, the Company has no substantive operations or productive assets. The Company’s Board of Directors approved a Plan of Dissolution on September 29, 2009 and intends to submit the plan for shareholder approval. The principal terms of the Plan of Dissolution provide for:
| | · | the voluntary dissolution of the Company and the winding up of its business and affairs in accordance with Delaware law; and |
· the distribution to the Company’s stockholders of the Company’s remaining assets.
The closure of the Bank and the Board’s intent to pursue a Plan of Dissolution gives rise to substantial doubt about the Company’s ability to continue as a going concern.
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 3. Operations
The Company historically had limited operations other than ownership of Vantus Bank and a loan to the Employee Stock Ownership Plan (“ESOP”) of Vantus Bank. As a result of liquidation of its wholly-owned subsidiary ESI, the Company received a building lot with a carrying value of $40,000. The Company has attempted to sell the lot for an extended period of time without success. The Company determined that there was no equity in the property after consideration of a special paving assessment and estimated costs to sell. The carrying value of the lot was written-off as of June 30, 2009 and is included in other expense.
The Company loaned the ESOP funds to purchase common stock of the Company. Due to issues described previously in Note 2 on Notes to Consolidated Financial Statements, the Company determined that the loan to the ESOP was impaired and the balance of $570,258 was written-off as of June 30, 2009 and included in other expense. Additional paid-in capital was also reduced by $438,270 for the unearned ESOP shares.
The Company has no ongoing operations.
Note 4. Discontinued Operations
On September 4, 2009, Vantus Bank was closed and the FDIC appointed receiver. The operations of Vantus Bank have been accounted for as discontinued operations as follows:
| VANTUS BANK | | | | | | |
| ASSETS AND LIABILITIES OF | | | | | | |
| DISCONTINUED OPERATIONS | | June 30, | |
| | | 2009 | | | 2008 | |
| | | | | | | |
| | | | | | | |
| Assets: | | | | | | |
| Cash and cash equivalents | | $ | 55,510,269 | | | $ | 12,491,282 | |
| Securities and mortgage-backed securities | | | 53,586,216 | | | | 91,229,130 | |
| Loans receivable | | | 335,095,430 | | | | 408,920,960 | |
| Office properties and equipment | | | 16,081,936 | | | | 18,761,786 | |
| Other assets | | | 31,216,989 | | | | 33,550,572 | |
| Assets of discontinued operations | | $ | 491,490,840 | | | $ | 564,953,730 | |
| | | | | | | | | |
| Liabilities: | | | | | | | | |
| Deposits | | $ | 393,802,114 | | | $ | 447,401,642 | |
| Advances from FHLB and other borrowings | | | | 82,330,038 | |
| Other liabilities | | | 5,959,348 | | | | 4,652,885 | |
| Liabilities of discontinued operations | | $ | 501,653,388 | | | $ | 534,384,565 | |
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
| VANTUS BANK | | | | | | | | | | | | |
| DISCONTINUED OPERATIONS | | | | | | | | | | | | |
| | | Three-Months | | | | | | | | | | |
| | | Ended | | | | | | | |
| | | September 30, | | | Years Ended June 30, | | | | |
| | | 2008 | | | 2009 | | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | | | | | | |
| | | | | | | | | | | | | |
| Net interest income | | $ | 4,488,067 | | | $ | 15,979,121 | | | $ | 16,092,890 | | | $ | 15,679,946 | |
| Provision for loan losses | | | (712,857 | ) | | | (3,415,336 | ) | | | (4,569,768 | ) | | | (546,949 | ) |
| Net interest income after provision for loan losses | | | 3,775,210 | | | | 12,563,785 | | | | 11,523,122 | | | | 15,132,997 | |
| Noninterest income | | | 1,525,185 | | | | 11,965,960 | | | | 6,292,051 | | | | 5,894,285 | |
| Noninterest expense | | | (4,876,419 | ) | | | (20,738,658 | ) | | | (38,337,349 | ) | | | (17,603,823 | ) |
| Other discontinued operations | | | - | | | | - | | | | - | | | | 589,679 | |
| Impairment on securities recognized in operations | | | (1,799,719 | ) | | | (52,589,465 | ) | | | (9,153,906 | ) | | | - | |
| Income (loss) from discontinued operations before | | | | | | | | | | | | | | | | |
| income tax benefit (expense) | | $ | (1,375,743 | ) | | $ | (48,798,378 | ) | | $ | (29,676,082 | ) | | $ | 4,013,138 | |
| | | | | | | | | | | | | | | | | |
Net loss from discontinued operations before income tax benefit for the period July 1, 2009 through August 31, 2009 amounted to $52,589. Components of such loss and results of discontinued operations for the period September 1, 2009 through September 4, 2009 are not available. Upon closure of the Bank, assets of approximately $491.5 million and liabilities of approximately $501.7 million were transferred to the FDIC, resulting in a gain of $10.2 million.
Note 5. Income Taxes
The Company recognizes the tax benefits from an uncertain tax position only when it is more likely than not, based on the technical merits of the position, that the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Income tax returns for fiscal years 2006 thru 2008, with few exceptions, remain open to examination by federal and state taxing authorities.
The Company has established contingency reserves for material, known tax exposures, including potential tax audit adjustments with respect to its state nexus issues. The Company’s tax reserves reflect management’s judgment as to the resolution of the issues involved if subject to judicial review. While the Company believes that its reserves are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be resolved at a financial cost that does not exceed its related reserve. With respect to these reserves the Company’s income tax expense would include any changes in tax reserves arising from material changes during the period in the facts and circumstances surrounding a tax issue; and, any difference from the Company’s tax position as recorded in the financial statements and the final resolution of a tax issue during the period.
As a result of the implementation of FASB ASC 740-10-25 on July 1, 2007, the Company recognized an $180,000 decrease to reserves for uncertain tax positions, resulting in a liability for unrecognized tax benefits of $128,000 at July 1, 2007. The cumulative effect of applying this interpretation resulted in an increase in the balance of retained earnings by adjusting the deferred income tax over-accrual by $180,000. The Company has included in the liability for unrecognized tax benefits approximately $26,000 for the payment of interest and penalties at July 1, 2007. There have been no significant changes to the liability for unrecognized tax benefits during fiscal 2008 and 2009.
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
At September 30, 2009 and June 30, 2009, the Company had a net operating loss carryforward for income tax purposes. Deferred tax assets at September 30, 2009 and June 30, 2009 have been offset by a valuation allowance since the Company believed that it was unlikely that it would generate sufficient taxable income for Federal or state tax purposes to utilize the net operating loss carryforward. The Company utilized all available net operating loss carrybacks for Federal and state tax purposes during the year ended June 30, 2008. The income tax benefit of loss from continuing operations before income taxes differs from the “expected” Federal income tax rate of 35% due primarily to a valuation allowance equal to all or a portion of such benefit for the three months ended September 30, 2009 (unaudited) and the year ended June 30, 2009. The tax benefit for the year ended June 30, 2007 exceeded the expected tax rate of 35% due to state taxes and other miscellaneous items. The tax benefit for the three months ended September 30, 2008 and year ended June 30, 2008 approximates the expected tax rate.
Legislation was enacted November 6, 2009 which permits corporate taxpayers to elect to carryback net operating losses up to five years. At June 30, 2009 the Company had a net operating loss carryforward for income tax purposes of approximately $8,900.000. The Company has not yet determined whether it will be entitled to a refund under the recently enacted legislation.
Note 6. Employee Benefit Plans
There has been no activity in stock award plans for the three-months ended September 30, 2009. Since the market price of shares of common stock was substantially below the exercise price of all applicable stock award plans, the Company does not expect the issuance of additional shares. The loan by the Company to the ESOP in the amount of $570,258 was charged to other expenses during the year ended June 30, 2009.
The following paragraphs discuss the stock award plans of the Company and Vantus Bank. Share information pertains to the common stock of the Company. Expense and tax benefit information pertains to Vantus Bank and is included in discontinued operations in the accompanying statements of operations.
ESOP: In April 1999, as part of the reorganization and conversion of First Federal Bankshares, M.H.C., the Bank’s ESOP purchased 184,450 shares of the Company’s common stock at $10 per share, which was funded by a 15-year, 7% loan from the Company. Quarterly principal payments of $30,742 commenced on June 30, 1999. All employees meeting the age and service requirements were eligible to participate in the ESOP. Contributions made by the Bank to the Plan were allocated to participants by using a formula based on compensation. Participant benefits were 100% vested after five years of service. The ESOP was accounted for under Compensation – Stock Compensation - Employee Stock Ownership Plans (FASB ASC 718-40-30).
At September 30, 2009, June 30, 2009 and 2008, allocated shares were 153,686 (unaudited), 153,686 and 137,602, respectively. Shares committed to be released were zero (unaudited), 4,753 and 5,727, respectively. The fair value of the zero (unaudited), 38,785 and 54,869 unallocated shares was approximately zero (unaudited), $51,000 and $360,000, respectively.
Stock options: As of June 30, 2009, the Company had two share-based compensation plans, which are described in this section. The compensation cost that was charged against income for those plans was $107,000, $164,000 and $106,000, respectively, for fiscal 2009, 2008 and 2007 and the total income tax benefit recognized in the income statement for share-based compensation arrangements was $6,000, $7,000 and $6,000, respectively, for 2009, 2008 and 2007.
In October 1999, the Company established the 1999 stock option plan (“1999 Plan”). The Company’s 1999 Plan permits the board of directors to grant options to purchase up to 263,500 shares of the Company’s $0.01 par value common stock. The options may be granted to directors and officers of the Company. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. They generally vest over 5 years and have 10-year contractual terms. Shares remaining available for grant under the 1999 Plan totaled 3,200 at September 30, 2009 (unaudited) and June 30, 2009.
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In October 2006, the Company established the 2006 Stock-Based Incentive Plan (“2006 Plan”). The Company’s 2006 Plan permits the board of directors to grant stock options, stock appreciation rights, or restricted stock to eligible directors and officers of the Company. Up to 300,000 shares are available for awards under the 2006 Plan. The exercise price of option awards will not be less than one hundred percent of the market price of the Company’s stock at the date of the grant and stock appreciation rights will entitle the participant to receive a payment in common stock equal to the excess of the fair market value of the common stock on the date of the exercise over the fair market value on the date of the grant. Shares remaining available for future grant under the 2006 Plan total 161,457 at September 30, 2009 (unaudited) and June 30, 2009.
The Company used the Black-Scholes option pricing model to estimate the fair value of share-based payments. No stock options were granted during the year ended June 30, 2008. Weighted-average assumptions used in the option pricing model for stock options granted during the years ended June 30, 2009 and 2007 are presented in the following table.
| | | 2009 | | | 2007 | |
| | | | | | | |
| Dividend yield | | | 0.00 | % | | | 2.17 | % |
| Expected volatility | | | 80.11 | % | | | 23.53 | % |
| Risk-free interest rate | | | 1.77 | % | | | 4.50 | % |
| Expected life of options (in years) | | | 5.00 | | | | 6.50 | |
| Weighted-average grant date fair value of options during the year | | $ | 1.44 | | | $ | 5.49 | |
Weighted-average assumptions used for stock appreciation rights granted in fiscal 2009 and 2008 under the 2006 Plan are presented in the following table:
| | | 2009 | | | 2008 | |
| | | | | | | |
| Dividend yield | | | - | | | | 3.12 | % |
| Expected volatility | | | - | | | | 22.00 | % |
| Risk-free interest rate | | | - | | | | 3.46 | % |
| Expected life of options (in years) | | | - | | | | 5.00 | |
| Weighted-average grant date fair value of options during the year | | | - | | | $ | 2.31 | |
Expected volatilities are based on historical volatility of the Company’s stock, and other factors. The Company uses historical data to estimate exercise dates and employee termination in order to determine the expected life of awards. The risk-free interest rates are based on U. S. Treasury constant maturity yields in effect at the time of each grant for treasury securities with maturities approximating the expected life of awards granted.
A summary of option activity for the year ended June 30, 2009 is presented below:
| | | | | | | | | Weighted- | | | | |
| | | | | | Weighted- | | | Average | | | Aggregate | |
| | | | | | Average | | | Remaining | | | Intrinsic | |
| Options | | Shares | | | Exercise Price | | | Contractual Term | | | Value | |
| Outstanding at July 1, 2008 | | | 76,750 | | | $ | 17.44 | | | | | | | |
| Granted | | | 25,000 | | | $ | 2.15 | | | | | | | |
| Outstanding at June 30, 2009 | | | 101,750 | | | $ | 13.68 | | | | 5.68 | | | | - | |
| Exercisable at June 30, 2009 | | | 67,750 | | | $ | 16.90 | | | | 4.03 | | | | - | |
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
A summary of SAR activity for the year ended June 30, 2009 is presented below:
| | | | | | | | | Weighted- | | | | |
| | | | | | Weighted- | | | Average | | | Aggregate | |
| | | | | | Average | | | Remaining | | | Intrinsic | |
| SARs | | Shares | | | Exercise Price | | | Contractual Term | | | Value | |
| Outstanding SARs as of July 1, 2008 | | | 93,831 | | | $ | 17.02 | | | | | | | |
| Forfeited | | | (31,284 | ) | | | 17.69 | | | | | | | |
| Outstanding at June 30, 2009 | | | 62,547 | | | $ | 16.68 | | | | 8.13 | | | | - | |
| Exercisable at June 30, 2009 | | | 40,734 | | | $ | 17.65 | | | | 8.02 | | | | - | |
The total intrinsic value of options exercised during fiscal 2009, 2008, and 2007 was $0, $6,000, and $554,000, respectively.
As of June 30, 2009, there was $153,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under share-based payment arrangements. That cost was expected to be recognized over a weighted-average period of 1.2 years. The total fair value of shares vested during the years ended June 30, 2009, 2008, and 2007 was $95,000, $179,000 and $106,000, respectively.
Cash received from option exercises under share-based payment arrangements for the years ended June 30, 2009, 2008, and 2007 was $0, $14,000, and $514,000, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $0, $1,000, and $151,000, respectively, for the years ended June 30, 2009, 2008, and 2007.
Recognition and retention plan and restricted stock: In October 1999, the Company established the 1999 Recognition and Retention Plan (RRP) for certain executive officers. The Company contributed funds to the RRP to acquire 79,050 or 3% of the shares of common stock sold in April 1999. The shares of stock vest over a five year period. RRP expense for the years ended June 30, 2009, 2008, and 2007 was $26,000, $44,000, and $37,000, respectively. No shares remain to be granted under the RRP. Restricted stock awards may be granted under the 2006 Stock-Based Incentive Plan.
A summary of the status of the Company’s non-vested shares as of June 30, 2009, and changes during the year ended June 30, 2009 is as follows:
| | | | | | Weighted- | |
| | | | | | Average | |
| | | | | | Grant-Date | |
| Non-vested restricted shares | | Shares | | | Fair Value | |
| Non-vested at July 1, 2008 | | | 4,800 | | | $ | 21.50 | |
| Vested | | | (1,200 | ) | | | 21.50 | |
| Non-vested at June 30, 2009 | | | 3,600 | | | $ | 21.50 | |
As of June 30, 2009 there was $51,000 of total unrecognized compensation cost related to non-vested RRP and restricted shares. The cost was expected to be recognized over a weighted-average period of 1.7 years. The total fair value of shares vested during the years ended June 30, 2009, 2008, and 2007 was $3,300, $25,000, and $24,000, respectively.
Note 7. Related Party Transactions
In the ordinary course of business, Vantus Bank, which is part of discontinued operations, historically granted loans to principal officers, directors and their affiliates and also accepted deposits. Such loans and deposits were made on substantially the same terms as those prevailing at the time for comparable transactions with unaffiliated persons.
There were no material transactions with principal officers, directors and their affiliates of the Company for the three-months ended September 30, 2009 and 2008 or the years ended June 30, 2009, 2008 and 2007.
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8. Contingencies
The Company is involved with various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of its operations.
Note 9. Parent Company Financial Information
Condensed statements of financial condition at September 30, 2009 (unaudited) and June 30, 2009 and 2008 and condensed statements of operations for the three months ended September 30, 2009 and 2008 (unaudited) and years ended June 30, 2009, 2008 and 2007 are shown below for First Federal Bankshares, Inc:
| | | | | | | | | | |
| | | September 30, | | | June 30, | |
| | | 2009 | | | 2009 | | | 2008 | |
| | | (Unaudited) | | | | | | | |
| ASSETS | | | | | | | | | |
| Cash | | $ | 609,075 | | | $ | 856,787 | | | $ | 833,315 | |
| Loans receivable, net | | | - | | | | - | | | | 693,224 | |
| Other assets | | | 156,656 | | | | 15,000 | | | | 54,702 | |
| Investment in subsidiary | | | - | | | | - | | | | 30,569,165 | |
| Total assets | | $ | 765,731 | | | $ | 871,787 | | | $ | 32,150,406 | |
| | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| LIABILITIES | | | | | | | | | | | | |
| Accrued taxes payable | | | - | | | | - | | | $ | 63,212 | |
| Accrued expenses and other liabilities | | | 28,505 | | | | 81,899 | | | | 95,649 | |
| Deficit in subsidiary | | | - | | | | 10,162,548 | | | | - | |
| Total liabilities | | | 28,505 | | | | 10,244,447 | | | | 158,861 | |
| | | | | | | | | | | | | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | | | | | |
| Preferred stock | | | - | | | | - | | | | - | |
| Common stock | | | 50,651 | | | | 50,651 | | | | 50,639 | |
| Additional paid-in capital | | | 39,121,483 | | | | 39,121,483 | | | | 39,505,397 | |
| Retained earnings (deficit) | | | (9,899,245 | ) | | | (20,009,131 | ) | | | 32,581,696 | |
| Treasury stock | | | (28,535,663 | ) | | | (28,535,663 | ) | | | (28,535,663 | ) |
| Accumulated other comprehensive loss, net unrealized | | | | | | | | | |
| gain (loss) on securities available-for-sale | | | - | | | | - | | | | (11,061,834 | ) |
| Unearned ESOP | | | - | | | | - | | | | (548,690 | ) |
| Total stockholders’ equity (deficit) | | | 737,226 | | | | (9,372,660 | ) | | | 31,991,545 | |
| | | | | | | | | | | | | |
| Total liabilities and stockholders’ equity (deficit) | | $ | 765,731 | | | $ | 871,787 | | | $ | 32,150,406 | |
| | | | | | | | | | | | | |
| CONDENSED STATEMENTS OF OPERATIONS | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | | June 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | | | | | |
| Interest income: | | | | | | | | | | | | | | | |
| Loans receivable | | $ | 0 | | | $ | 12,231 | | | $ | 45,312 | | | $ | 89,622 | | | $ | 112,393 | |
| Other interest-earning assets | | | 1,590 | | | | 4,217 | | | | 15,106 | | | | 38,106 | | | | 104,059 | |
| Noninterest income | | | - | | | | - | | | | - | | | | - | | | | 28,296 | |
| Noninterest expense | | | (54,252 | ) | | | (34,028 | ) | | | (830,910 | ) | | | (392,899 | ) | | | (450,028 | ) |
| Loss from continuing operations before income taxes | | | | | | | | | | | | | |
| and discontinued operations | | | (52,662 | ) | | | (17,580 | ) | | | (770,492 | ) | | | (265,171 | ) | | | (205,280 | ) |
| Income tax benefit | | | - | | | | 6,000 | | | | 138,000 | | | | 90,000 | | | | 107,000 | |
| Loss from continuing operations | | | (52,662 | ) | | | (11,580 | ) | | | (632,492 | ) | | | (175,171 | ) | | | (98,280 | ) |
| Income (loss) from discontinued operations (equity in | | | | | | | | | | | | | |
| net income (loss) of subsidiary), net of tax | | | 10,162,548 | | | | (786,743 | ) | | | (51,688,378 | ) | | | (25,184,082 | ) | | | 3,167,138 | |
| Net income (loss) | | $ | 10,109,886 | | | $ | (798,323 | ) | | $ | (52,320,870 | ) | | $ | (25,359,253 | ) | | $ | 3,068,858 | |
| | | | | | | | | | | | | | | | | | | | | |
First Federal Bankshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
| CONDENSED STATEMENTS OF CASH FLOWS | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
| | | Three-Months Ended
September 30, | | | June 30, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2007 | |
| | | (Unaudited) | | | | | |
| Cash flows from continuing operating activities: | | | | | | | | | | | | | |
| Net income (loss) | | $ | 10,109,886 | | | $ | (798,323 | ) | | $ | (52,320,870 | ) | | $ | (25,359,253 | ) | | $ | 3,068,858 | |
| (Income) loss from discontinued operations, net of tax | | | (10,162,548 | ) | | | 786,743 | | | | 51,688,378 | | | | 25,184,082 | | | | (3,167,138 | ) |
| Adjustments to reconcile net income (loss) from | | | | | | | | | | | | | | | | | |
| continuing operations to net cash provided by | | | | | | | | | | | | | | | | | |
| continuing operating activities: | | | | | | | | | | | | | | | | | | | | |
| Decrease (increase) in other assets | | | (141,656 | ) | | | 47,201 | | | | 39,702 | | | | (33,018 | ) | | | 1,940,680 | |
| Increase (decrease) in accrued expenses and other liabilities | | | (53,394 | ) | | | 68,358 | | | | (13,750 | ) | | | 95,649 | | | | - | |
| Increase (decrease) in accrued taxes payable | | | - | | | | 66,037 | | | | (63,212 | ) | | | (157,669 | ) | | | 106,057 | |
| Net cash provided by (used in) continuing operating activities | | | (247,712 | ) | | | 170,016 | | | | (669,752 | ) | | | (270,209 | ) | | | 1,948,457 | |
| Net cash provided by (used in) discontinued operating activities | | | - | | | | 2,803,248 | | | | (46,721,229 | ) | | | 15,830,886 | | | | 15,007,614 | |
| Net cash provided by (used in) operating activities | | | (247,712 | ) | | | 2,973,264 | | | | (47,390,981 | ) | | | 15,560,677 | | | | 16,956,071 | |
| | | | | | | | | | | | | | | | | | | | | |
| Cash flows from continuing investing activities: | | | | | | | | | | | | | | | | | |
| Decrease (increase) in loans receivable | | | - | | | | - | | | | 693,224 | | | | 1,074,243 | | | | (1,767,467 | ) |
| Net cash provided by (used in) continuing investing activities | | | - | | | | - | | | | 693,224 | | | | 1,074,243 | | | | (1,767,467 | ) |
| Net cash provided by (used in) discontinued investing activities | | | - | | | | 9,383,399 | | | | 27,692,331 | | | | 27,311,312 | | | | (46,387,848 | ) |
| Net cash provided by (used in) investing activities | | | - | | | | 9,383,399 | | | | 28,385,555 | | | | 28,385,555 | | | | (48,155,315 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Cash flows from continuing financing activities: | | | | | | | | | | | | | | | | | |
| Issuance of common stock under stock options exercised | | | - | | | | - | | | | - | | | | 14,875 | | | | 665,030 | |
| Repurchase of common stock | | | - | | | | - | | | | - | | | | (1,649,940 | ) | | | (970,780 | ) |
| Cash dividends paid | | | - | | | | - | | | | - | | | | (1,022,950 | ) | | | (1,377,760 | ) |
| Net cash used in continuing financing activities | | | - | | | | - | | | | - | | | | (2,658,015 | ) | | | (1,683,510 | ) |
| Net cash provided by (used in) discontinued financing activities | | | - | | | | (12,354,767 | ) | | | 19,028,898 | | | | (41,893,735 | ) | | | 31,196,602 | |
| Net cash provided by (used in) financing activities | | | - | | | | (12,354,767 | ) | | | 19,028,898 | | | | (44,551,750 | ) | | | 29,513,092 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | | (247,712 | ) | | | 1,896 | | | | 23,472 | | | | (605,518 | ) | | | (1,686,152 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Cash and cash equivalents: | | | | | | | | | | | | | | | | | | | | |
| Beginning of period | | | 856,787 | | | | 833,315 | | | | 833,315 | | | | 1,438,833 | | | | 3,124,985 | |
| End of period | | $ | 609,075 | | | $ | 835,211 | | | $ | 856,787 | | | $ | 833,315 | | | $ | 1,438,833 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Not applicable.
| ITEM 9A(T) | CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Interim Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) at the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. There have been no significant changes in the Company’s internal control over financial reporting during the Company’s fourth quarter of fiscal year 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on our assessment we believe that, as of June 30, 2009, the Company’s internal control over financial reporting is effective based on those criteria. The independent registered public accounting firm that audited the financial statements included in the annual report has not issued an attestation report on management’s assessment of the Company’s internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in the annual report.
Not applicable.
PART III
| ITEM 10 | DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Code of Ethics
The Company has adopted a Code of Ethics and Business Conduct policy that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, or controller or persons performing similar functions. The Code of Ethics and Business Conduct is available, without charge, upon request in writing to: First Federal Bankshares, Inc., 423 6th Street, Suite 400, Sioux City, Iowa 51101, Attention: Secretary.
Information Regarding Directors and Executive Officers
The following table sets forth certain information regarding members of management and the Company’s Board of Directors, including their terms of office. The information in the table is as of November 12, 2009, and, accordingly, does not include members of management of the Company or the Bank who either accepted positions with Great Southern Bank in connection with Great Southern Bank’s purchase from the FDIC of certain assets of
Vantus Bank, or who resigned or were terminated by Great Southern Bank in connection with such purchase. Except as described herein, there are no arrangements or understandings between any director and any other person pursuant to which such director was selected.
| | | | | | | | | | |
| | | | | | | | | | |
| | Arlene T. Curry, J.D.(3) | | 50 | | Director | | 2002 | | 2011 |
| | Gary L. Evans | | 70 | | Director | | 1989 | | 2011 |
| | Allen J. Johnson | | 70 | | Director | | 1993 | | 2011 |
| | Barry E. Backhaus(4) | | 64 | | President, Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board | | 1987 | | 2010 |
| | Ronald A. Jorgensen | | 52 | | Director | | 2005 | | 2010 |
| | Charles D. Terlouw | | 60 | | Director | | 2006 | | 2010 |
| | Jon G. Cleghorn(5) | | 67 | | Vice President, Secretary and Director | | 1998 | | 2009 |
| | David M. Roederer | | 58 | | Director | | 2006 | | 2009 |
| | (1) | The mailing address for each person listed is 423 6th Street, Suite 400, Sioux City, Iowa 51101. |
| | (2) | In certain cases, reflects initial appointment to the Board of Directors of the Bank or its mutual predecessor, First Federal Savings and Loan Association of Sioux City, as the case may be. |
| | (3) | Ms. Curry resigned as Chairman of the Board effective September 15, 2009. |
| | (4) | Mr. Backhaus was appointed President, Chief Executive Officer and Chairman of the Board effective September 15, 2009, and was appointed Interim Chief Financial Officer effective December 1, 2009. |
| | (5) | Mr. Cleghorn was appointed Vice President and Secretary effective September 15, 2009. |
The business experience of each of the above directors and the executive officers is set forth below. All such persons have held their present positions for at least the past five years, except as otherwise indicated.
Arlene T. Curry served as Chairman of the Board from October 2005 until September 15, 2009. Ms. Curry is a commercial real estate broker with NAI LeGrand & Company, Sioux City, Iowa, and an attorney serving as counsel for various family-owned businesses. Ms. Curry was previously a partner in a Sioux City law firm, Crary, Huff, Inkster, Sheehan, Ringgenberg, Hartnett & Storm, P.C. From 2000 to 2005, Ms. Curry was the Executive Director of the Kind World Foundation, Dakota Dunes, South Dakota, and Senior Counsel for Waitt Media, Inc.
Barry E. Backhaus was appointed President, Chief Executive Officer and Chairman of the Board of the Company effective September 15, 2009, and was appointed Interim Chief Financial Officer effective December 1, 2009. Mr. Backhaus retired in March 2006 after serving as President and Chief Executive Officer of the Bank since 1990 and Chairman of the Board from 1997 to October 2005. He has been affiliated with the Bank since 1969. Mr. Backhaus had been President, Chief Executive Officer and Chairman of the Board of the Company since its formation in 1998.
Jon G. Cleghorn is retired. From the time of its formation in 1998 until his retirement in July 2004, Mr. Cleghorn was Executive Vice President and Chief Operating Officer of the Company. Mr. Cleghorn has been affiliated with the Bank in various capacities since 1974. He was the Executive Vice President of the Bank from 1990 until his retirement. He was appointed Vice President and Secretary of the Company effective September 15, 2009.
Gary L. Evans is the retired President and Chief Executive Officer of Sioux Honey Association.
Allen J. Johnson is the retired President and Chief Executive Officer of Great West Casualty Company, a property and casualty company located in South Sioux City, Nebraska.
Ronald A. Jorgensen is the Vice President for Business and Finance of Morningside College, Sioux City, Iowa.
David M. Roederer is the Managing Partner of StrataVizion Consulting Group, Inc., in Des Moines, Iowa.
Charles D. Terlouw is a retired Audit Partner with KPMG LLP and currently serves as an Associate Professor of Accounting at Drake University, Des Moines, Iowa.
Audit Committee
The Board of Directors has a separately-designated standing Audit Committee. The Audit Committee consists of Directors Ronald A. Jorgensen (Chairman), Jon G. Cleghorn, Charles D. Terlouw and David M. Roederer. Each member of the Audit Committee is considered “independent” as defined in the NASDAQ corporate governance listing standards and under SEC Rule 10A-3. The Board of Directors has determined that Ronald A. Jorgensen and Charles D. Terlouw each qualifies as an “audit committee financial expert” as that term is defined by the rules and regulations of the SEC.
Section 16(a) Beneficial Ownership Reporting Compliance
The Common Stock of the Company is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). The officers and directors of the Company and beneficial owners of greater than 10% of the Company’s Common Stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the SEC disclosing changes in beneficial ownership of the Common Stock. SEC rules require disclosure in the Company’s proxy statement of the failure of an officer, director or 10% beneficial owner of the Company’s Common Stock to file a Form 3, 4 or 5 on a timely basis. Based on the Company’s review of such ownership reports, no officer or director of the Company failed to file such ownership reports on a timely basis for the fiscal year ended June 30, 2009.
Stockholder Proposals
Our Bylaws treat annual meetings and special meetings differently with respect to stockholder proposals.
Special Meetings
Pursuant to our Bylaws, matters that are not specified in a notice of a special meeting cannot be brought before any special meeting, including the special meeting of stockholders called to approve the Plan of Dissolution and Liquidation, unless they are brought before the special meeting by the Board of Directors.
Annual Meetings
We intend, subject to the approval of the stockholders, to dissolve, liquidate and wind up the affairs of the Company. Accordingly, if the Plan of Dissolution is approved, we do not expect to call or hold an annual meeting of the stockholders of the Company with respect to the Company’s fiscal year ended June 30, 2009.
The Bylaws of the Company provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the Board, the stockholder must give written notice to the Secretary of the Company not less than ninety (90) days before the date fixed for such annual meeting; provided, however, that in the event that less than one hundred (100) days notice or prior public disclosure of the date of the annual meeting is given or made, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. The notice must include the stockholder’s name, record address, and number of shares owned by the stockholder, describe briefly the proposed business, the reasons for bringing the business before the annual meeting, and any material interest of the stockholder in the proposed business. In the case of nominations to the Board, certain information regarding the nominee must be provided. Nothing in this paragraph shall be deemed to require the Company to include in its proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time such proposal is received.
If the Plan of Dissolution is not approved, we expect the next annual meeting of stockholders to be held on or about January 15, 2010. Accordingly, because notice of any such annual meeting of stockholders will necessarily be given less than one hundred (100) days in advance of the date of the annual meeting, written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be given to the Company no later than 10 days following the date the notice of any such annual meeting was mailed or made public. If notice is received after that date, it will be considered untimely, and the Company will not be required to present the matter at the annual meeting.
| ITEM 11 | EXECUTIVE COMPENSATION |
Our executive officers have not been compensated for their service in connection with the winding up of the Company since the closure of Vantus Bank. Executive officers were previously compensated for their services by Vantus Bank. As a result of the closure of Vantus Bank and the subsequent sale of assets to Great Southern Bank, we do not have access to sufficient information to provide accurate and complete disclosure in response to Item 404 of Regulation S-K regarding compensation of our executive officers for the year ended June 30, 2009. We are not able to obtain this information without undue delay and expense. In addition, it is the Company’s position that information regarding executive compensation for the period ended June 30, 2009 would not be useful to stockholders.
| ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Security Ownership of Certain Beneficial Owners and Management
The following table shows the number of the Company’s common shares beneficially owned by each director and executive officer of the Company and beneficial owner of more than 5% of the Company’s common stock, and all of the Company’s directors and executive officers as a group. This ownership information is as of November 12, 2009, and is determined in accordance with SEC rules for reporting beneficial ownership of shares. No current member of management is party to any change of control arrangements.
Name and Address of Beneficial Owner(1) | Shares of Stock Beneficially Owned at November 12, 2009(2) | Percent of Class(3) |
Barry E. Backhaus, President, Chief Executive Officer, Interim Chief Financial Officer, Chairman of the Board and Director(4) | 86,568(9) | 2.62% |
Jon G. Cleghorn, Vice President, Secretary and Director(5) | 42,800(10) | 1.30% |
Arlene T. Curry, Director(6) | 8,769(11) | * |
| Allen J. Johnson, Director | 12,851(12) | * |
| Ronald A. Jorgensen, Director | 6,000(13) | * |
| Charles D. Terlouw, Director | 6,400(14) | * |
| David M. Roederer, Director | 5,000(15) | * |
| Gary L. Evans, Director | 25,676(16) | * |
Current Directors and Executive Officers as a Group (8 persons) | 194,064(17) | 5.84% |
Levon L. Mathews (7) | 5,000(18) | * |
Mike Moderski (8) | 9,034(19) | * |
Jeffrey L. Gendell 55 Railroad Avenue Greenwich, Connecticut 06830 | 259,694(20) | 7.90% |
*Less than 1% of outstanding common stock.
| (1) | The mailing address for each person, unless otherwise indicated, is First Federal Bankshares, Inc. c/o Corbett, Anderson, Corbett, Vellinga & Irvin, L.L.P., 423 Sixth Street, Suite 400, Sioux City, Iowa 51101. |
| (2) | Includes all shares held directly, as well as by spouses and minor children, in trust and other indirect ownership, over which shares the listed stockholders effectively exercise sole or share voting or dispositive power. |
| (3) | Based upon 3,304,471 shares issued and outstanding. |
| (4) | Mr. Backhaus was appointed as President and Chief Executive Officer of the Company and Chairman of the Board effective September 15, 2009, and was appointed as Interim Chief Financial Officer effective December 1, 2009. |
| (5) | Mr. Cleghorn was appointed as Vice President and Secretary of the Company effective September 15, 2009. |
| (6) | Ms. Curry resigned as Chairman of the Board effective September 15, 2009. |
| (7) | Mr. Mathews resigned as President and Chief Executive Officer of the Company effective September 25, 2009. |
| (8) | Mr. Moderski resigned as Chief Financial Officer of the Company effective September 18, 2009. |
| (9) | Includes 3,700 shares subject to options issued under the 1999 Stock Option Plan that have vested. |
| (10) | Includes 450 shares subject to options issued under the 1999 Stock Option Plan that have vested. |
| (11) | Includes 5,450 shares subject to options issued under the 1999 Stock Option Plan that have vested. |
| (12) | Includes 450 shares subject to options issued under the 1999 Stock Option Plan that have vested. |
| (13) | Includes 650 shares subject to options issued under the 1999 Stock Option Plan that have vested and 2,350 shares subject to options issued under the 2006 Stock-Based Incentive Plan that have vested or will vest within 60 days. |
| (14) | Includes 3,000 shares subject to options issued under the 2006 Stock-Based Incentive Plan that have vested or will vest within 60 days. |
| (15) | Includes 3,000 shares subject to options issued under the 2006 Stock-Based Incentive Plan that have vested or will vest within 60 days |
| (16) | Includes 450 shares subject to options issued under the 1999 Stock Option Plan that have vested. |
| (17) | Because Messrs. Mathews and Moderski resigned their positions prior to the date of this proxy statement, the shares of stock that they beneficially own are not included in this total. If the shares of stock that Messrs. Mathews and Moderski beneficially own were included, the directors and officers as a group would beneficially own 208,098 shares, or 6.23% of the outstanding shares. |
| (18) | All 5,000 shares are subject to options issued under the 2006 Stock-Based Incentive Compensation Plan that will vest within 60 days. |
| (19) | Includes 4,800 shares subject to options issued under the 1999 Stock Option Plan that have vested and 3,234 shares subject to options issued under the 2006 Stock-Based Incentive Plan that have vested. |
| (20) | As of June 30, 2008, based upon a Schedule 13F filed with the SEC by Jeffrey L. Gendell on August 14, 2009. |
Equity Compensation Plan Disclosure
The Company has adopted five equity-based compensation plans: the First Federal Savings Bank of Siouxland 1992 Incentive Stock Option Plan (the “1992 Stock Option Plan”), the 1992 Stock Option Plan for Outside Directors (the “Directors’ Plan”), the 1999 Stock Option Plan (the “1999 Stock Option Plan”), the 1999 Recognition and Retention Plan (the “1999 Recognition Plan”), and the 2006 Stock-Based Incentive Plan (“the 2006 Stock-Based Incentive Plan”). All such plans have been approved by stockholders of the Company. There has been no activity in any of the plans during the three months ended September 30, 2009. Shares allocated to any of the plans will not receive any distributions in connection with the Company’s winding up. As a result of the closure of Vantus Bank and the subsequent sale of assets to Great Southern Bank, we do not have access to sufficient information to provide accurate and complete disclosure in response to Item 403 of Regulation S-K regarding equity compensation plans for the year ended June 30, 2009. We are not able to obtain this information without undue delay and expense. In addition, it is the Company’s position that information regarding equity compensation plans for the period ended June 30, 2009 would not be useful to stockholders. Please see Note 6 to the Notes to Consolidated Financial Statements at Part II, Item 8 for a discussion of the Company’s equity compensation plans.
| ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
Other than beneficial ownership interests set forth under “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” none of the directors or executive officers has any direct or indirect interest in the Company. In the course of its business, the Bank regularly extended loans to directors and officers of the Company. All such loans were purchased by Great Southern Bank in the transaction facilitated by the FDIC in connection the closure of the Bank. The Company is not aware of any transactions with any directors or officers, or with their affiliates, that would constitute a related party transaction.
| ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Set forth below is certain information concerning aggregate fees billed for professional services rendered during fiscal years 2009 and 2008 by McGladrey & Pullen, LLP or its affiliate, RSM McGladrey, Inc.
Audit Fees. Fees billed or expected to be billed for professional services rendered by McGladrey & Pullen, LLP for the audit of the Company’s annual financial statements, the review of the Company’s Forms 10-Q and consultations regarding securities filings were$342,070 for 2009 and $312,000 for 2008.
Audit-Related Fees. Aggregate fees billed for professional services rendered during fiscal 2009 and 2008 by McGladrey & Pullen, LLP that were reasonably related to the performance of the audit, including the audits of the ESOP and the Retirement Plan, were $26,400 and $15,930, respectively.
Tax Fees. Fees billed for professional services rendered during fiscal 2009 and fiscal 2008 by RSM McGladrey, Inc. for tax services were $23,300 and $32,685, respectively.
All Other Fees. During fiscal 2008 $2,258 was rendered by RSM McGladrey, Inc. for IT services. There were no fees billed for any such services during fiscal 2009.
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. Non-audit services may include audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to date. All of the non-audit service fees paid in fiscal 2009 and 2008 were approved per the Audit Committee’s pre-approval policies.
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(1) Financial Statements
Financial statements are filed as part of this Annual Report on Form 10−K. See Part II, Item 8. “Financial Statements and Supplementary Data.”
(2) Financial Statement Schedules
All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements.
(3) Exhibits
| Regulation S-K | |
| Exhibit Number | Document |
| | |
| 3(i) | Articles of Incorporation (1) |
| | |
| 3(ii) | Bylaws (2) |
| | |
| 10.1 | Plan of Dissolution and Liquidation (3) |
| | |
| 10.2 | First Federal Bankshares, Inc. 2006 Stock Incentive Plan (4) |
| | |
| 10.3 | 2005 Deferred Compensation Plan for Directors (5) |
| | |
| 21 | Subsidiaries of Company |
| | |
| 31 | Certification of Chief Executive Officer and Interim Chief Financial Officer Pursuant to Section 302 |
| | |
| 32 | Certification Pursuant to Section 906 |
| (1) | Filed as an exhibit to the Company’s Registration Statement on Form S-1, and any amendments thereto, with the Securities and Exchange Commission on December 18, 1998. (Registration No. 333-69245). |
| (2) | Filed as an exhibit to Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2008. (File No. 000-25509). |
| (3) | Filed as an exhibit to the Company’s Proxy Statement on Form DEF14AStockholders filed with the Securities and Exchange Commission on November 17, 2009. (File No. 000-25509). |
| (4) | Filed as an exhibit to the Company’s Proxy Statement for the 2006 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on September 21, 2006. (File No. 000-025509). |
| (5) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 20, 2004. (File No. 000-025509). |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | FIRST FEDERAL BANKSHARES, INC. |
| | | |
| | | |
| Date: December 10, 2009 | By: | /s/ Barry E. Backhaus |
| | | Barry E. Backhaus President, Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| By: | /s/ Barry E. Backhaus | | By: | /s/ Jon G. Cleghorn |
| | Barry E. Backhaus President, Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board | | | Jon G. Cleghorn Vice President, Secretary and Director |
| | | | | |
| Date: | December 10, 2009 | | Date: | December 10, 2009 |
| | | | | |
| By: | /s/ Arlene T. Curry | | By: | /s/ Charles D. Terlouw |
| | Arlene T. Curry Director | | | Charles D. Terlouw Director |
| | | | | |
| Date: | December 10, 2009 | | Date: | December 10, 2009 |
| | | | | |
| By: | /s/ Gary L. Evans | | By: | /s/ Allen J. Johnson |
| | Gary L. Evans Director | | | Allen J. Johnson Director |
| | | | | |
| Date: | December 10, 2009 | | Date: | December 10, 2009 |
| | | | | |
| By: | /s/ David Roederer | | By: | /s/ Ronald A. Jorgensen |
| | David Roederer Director | | | Ronald A. Jorgensen Director |
| | | | | |
| Date: | December 10, 2009 | | Date: | December 10, 2009 |
| | | | | |
