FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED COMMISSION FILE NUMBER
MARCH 31, 1997 0-24630
MAHASKA INVESTMENT COMPANY
(Exact Name of Registrant as Specified in its Charter)
IOWA 42-1003699
(State of Incorporation) (I.R.S. Employer Identification No.)
222 First Avenue East, Oskaloosa, Iowa 52577
Telephone Number (515) 673-8448
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
As of May 1, 1997, there were 2,193,648 shares of common stock $5 par value
outstanding.
PART 1 -- Item 1. Financial Statements
MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(unaudited)
(dollars in thousands) March 31, December 31,
1997 1996
ASSETS
Cash and due from banks ....................... $ 9,635 9,896
Interest-bearing deposits in banks ............ 1,284 3,603
Federal funds sold ............................ 0 2,985
--------- --------
Cash and cash equivalents ................... 10,919 16,484
Investment Securities:
Available for sale .......................... 27,747 26,483
Held to maturity ............................ 26,427 27,705
Loans ......................................... 124,683 118,045
Less:
Unearned discount ........................... (631) (629)
Allowance for loan tosses ................... (1,578) (1,491)
--------- --------
Net loans ................................. 122,474 115,925
Loan pool participations ...................... 52,919 50,687
Premises and equipment,net .................... 3,076 3,102
Accrued interest receivable ................... 2,594 2,518
Other assets .................................. 2,153 2,152
Goodwill ...................................... 6,637 6,795
--------- --------
Total assets ................................ $ 254,946 251,851
LIABILITIES AND SHAREHOLDERS'EQUITY
Deposits:
Demand ............................................ $ 18,438 19,353
NOW and Super NOW ................................. 33,454 33,124
Savings ........................................... 60,540 57,831
Certificates of deposit ........................... 95,254 96,644
-------- -------
Total deposits .................................. 207,686 206,952
Federal funds purchased ............................. 810 0
Note payable ........................................ 9,000 8,500
Other liabilities ................................... 2,657 2,156
-------- -------
Total liabilities ............................... 220,153 217,608
Shareholders'equity:
Common stock, $5 par value; authorized
4,000,000 shares; issued 2,284,506
shares ........................................ 11,423 11,423
Capital surplus ................................. 7,787 7,787
Treasury stock at cost, 65,967 shares as
of March 31, 1997,and 55,000 shares as
of December 31, 1996 .......................... (1,107) (853)
Retained earnings ............................... 16,858 15,926
Unrealized loss on investments available
for sale ...................................... (168) (40)
--------- --------
Total shareholders' equity ................... 34,793 34,243
--------- --------
Total liabilities and shareholders'
equity ..................................... $ 254,946 251,851
See accompanying notes to consolidated financial statements.
PART 1 -- Item 1. Financial Statements, Continued
MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited) Three Months Ended
(dollars in thousands, except per share) March 31,
1997 1996
INTEREST INCOME:
Interest and fees on loans ........................ $2,720 2,174
Interest and discount on loan pools ............... 2,440 1,938
Interest on bank deposits ......................... 41 71
Interest on federal funds sold .................... 49 57
Interest on investment securities:
Available for sale .............................. 437 230
Held to maturity ................................ 349 425
------ ------
Total interest income ......................... 6,036 4,895
INTEREST EXPENSE:
Interest on deposits:
NOW and Super NOW ............................... 165 141
Savings ......................................... 538 457
Certificates of deposit ......................... 1,326 1,081
Interest on federal funds purchased ............... 4 0
Interest on note payable .......................... 160 205
------ ------
Total interest expense ........................ 2,193 1,884
Net interest income ........................... 3,843 3,011
Provision for loan losses ......................... 128 65
------ ------
Net interest income after provision
for loan losses ......................... 3,715 2,946
NONINTEREST INCOME:
Service charges ................................... 263 183
Data processing income ............................ 53 57
Other operating income ............................ 115 103
Investment security losses ........................ 0 (4)
------ ------
Total noninterest income ........................ 431 339
NONINTEREST EXPENSE:
Salaries and employee benefits expense ............ 964 879
Net occupancy expense ............................. 285 243
FDIC assessment ................................... 6 21
Professional fees ................................. 96 152
Other operating expense ........................... 493 357
Goodwill amortization ............................. 158 101
------ ------
Total noninterest expense ....................... 2,002 1,753
Income before income tax expense .................. 2,144 1,532
Income tax expense .............................. 766 526
NET INCOME ............................... $1,378 1,006
Earnings per common share ......................... $ 0.62 0.4400
Dividends per common share ........................ $ 0.20 0.1825
See accompanying notes to consolidated financial statements.
PART 1 -- Item 1. Financial Statements, Continued
MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) Three Months Ended
(dollars in thousands) March 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,378 1,006
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 275 202
Provision for loan losses 128 65
Investment securities losses 0 4
Loss on sale of bank premises and equipment 0 1
Amortization of investment securities premiums 60 88
Accretion of investment securities and loan discounts (107) (84)
Increase in other assets (77) (300)
Increase in other liabilities 577 741
-------- -------
Total adjustments 856 717
-------- -------
Net cash provided by operating activities 2,234 1,723
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities available for sale:
Proceeds from maturities 2,194 2,000
Purchases (3,673) (11,354)
Investment securities held to maturity:
Proceeds from maturities 1,782 2,625
Purchases (548) (3,828)
Purchases of loan pool participations (8,396) (2,709)
Principal recovery on loan pool participations 6,164 5,700
Net increase in loans (6,574) (8,557)
Purchases of bank premises and equipment (91) (257)
-------- -------
Net cash used in investing activities (9,142) (16,380)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 734 5,498
Net increase in federal funds purchased 810 0
Advances on note payable 1,500 500
Principal payments on note payable (1,000) (750)
Dividends paid (446) (412)
Purchases of treasury stock (302) (153)
Proceeds from stock issued 47 0
Net cash provided by financing activities 1,343 4,683
Net (decrease) increase in cash and cash equivalents (5,565) (9,974)
Cash and cash equivalents at beginning of period 16,484 20,821
-------- -------
Cash and cash equivalents at end of period $ 10,919 10,847
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,292 2,006
Income taxes $ 196 0
-------- ------
See accompanying notes to consolidated financial statements.
PART I -- Item 1. Financial Statements, continued.
MAHASKA INVESTMENT COMPANY
Notes to Consolidated Financial Statements
(Unaudited)
1. Adjustments and Reclassifications
The accompanying consolidated financial statements (unaudited) include
the accounts and transactions of the Company and its three wholly-owned
subsidiaries, Mahaska State Bank, Central Valley Bank, and MIC Leasing
Co. (d/b/a On-Site Commercial Services). All material inter-company
balances and transactions have been eliminated in consolidation.
The accompanying consolidated financial statements (unaudited) have
been prepared by the Company pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although
management believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these
interim consolidated financial statements (unaudited) be read in
conjunction with the Company's most recent audited financial statements
and notes thereto. In the opinion of management, the accompanying
consolidated financal statements (unaudited) contain all adjustments
(consisting of only normal recurring accruals) necessary to present
fairly the financial position as of March 31, 1997, and the results of
operations for the three months ended March 31, 1997 and 1996, and
changes in cash flows for the three months ended March 31, 1997 and
1996.
2. Statements of Cash Flows
In the statements of cash flows, cash and cash equivalents include cash
and due from banks, interest-bearing deposits with banks, and federal
funds sold.
3. Income Taxes
Federal income tax expense for the three months ended March 31, 1997
and 1996 was computed using the consolidated effective federal tax
rate. The Company also recognized income tax expense pertaining to
state franchise taxes payable individually by the subsidiary bank and
thrift.
4. Earnings Per Common Share
Earnings per common share computations are based on the weighted
average number of shares of common stock outstanding
during the period. The weighted average number of shares for the
three-month periods ended March 31, 1997 and 1996 was 2,228,438 and
2,261,154, respectively.
Part I -- Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Net income for the Company increased 37% to $1,378,000 for the quarter ended
March 31, 1997, compared with $1,006,000 for the three months ended March 31,
1996. Earnings per share for the first quarter of 1997 were $.62 versus earnings
of $.44 per share for the first quarter of 1996. Weighted average shares
outstanding were 2,228,438 and 2,261,154 for the first quarter of 1997 and 1996,
respectively. Return on average assets for the quarter ended March 31, 1997 was
2.25% compared with a return of 1.97% for the quarter ended March 31, 1996. The
Company had a return on average equity of 15.92% for the three months ended
March 31, 1997 versus 12.44% for the three months ended March 31, 1996.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income for the quarter ended March 31, 1997 increased 28% to
$3,843,000 from $3,011,000 for the three months ended March 31, 1996. This was
mainly due to increased interest income earned on greater loan volumes and an
increase in interest income and discount recovery on loan pool participations.
The increase in total interest income was offset, in part, by additional
interest expense related to increased deposit levels. Total interest income
increased $1,141,000 (23%) in the first quarter of 1997 compared with the same
period in 1996. The Company's total interest expense for the quarter increased
$309,000 (16%) compared with the same period in 1996. The Company's net interest
margin (on a federal tax-equivalent basis) for the first quarter of 1997
increased to 6.89% from 6.51% in the first quarter of 1996 as the composite
yield on interest-earning assets increased and the overall rate paid on
interest-bearing liabilities declined. Much of this increase in the net interest
margin was attributable to the greater interest and discount recovery on loan
pool participation investments. The Company's overall yield on earning assets
increased to 10.77% for the first quarter of 1997 compared to 10.50% for the
first quarter of 1996. The rate on interest-bearing liabilities decreased in the
first quarter of 1997 to 4.57% compared with 4.84% for the first quarter of
1996.
Interest income and fees on loans increased $546,000 (25%) in the first quarter
of 1997 compared to the same period in 1996 due to higher loan volumes. The
average yield on loans decreased to 9.23% for the first three months of 1997,
down from 9.87% for the three months ended March 31, 1996. Average loans
outstanding increased to $119,533,000 for the first three months of 1997
compared with $88,589,000 for the first quarter of 1996, an increase of
$30,944,000 (35%). Approximately $14,218,000 of the increase in average loans
outstanding is attributable to the Sigourney branch of Central Valley Bank,
which was acquired in June 1996. The majority of the remaining average
loan volume growth occurred in agricultural and real estate loans at Mahaska
State Bank and Central Valley Bank. MIC Leasing Co. also experienced an increase
in lease volumes.
Loan pool investments provided the Company with additional revenue in the first
quarter of 1997 compared to the same period in 1996. Interest income and
discount collected on the loan pools increased 26% in the first quarter of 1997
to $2,440,000 compared with $1,938,000 earned in the first quarter of 1996. The
yield on loan pool investments increased to 20.30% for the first quarter of 1997
compared with 18.11% for the quarter ended March 31, 1996. The average loan pool
participation investment balance was $5,705,000 (13%) greater in the first
quarter of 1997 than in the first quarter of 1996.
Interest expense for the first quarter of 1997 increased $309,000 (16%) compared
with the first quarter of 1996 as a result of an increase in total deposits
(much of which was attributable to the deposits acquired by Central Valley
Bank). Average interest-bearing deposits for the first quarter of 1997 increased
$39,446,000 (27%) from the same period in 1996 with the greatest increase
occurring in the time deposit category. Average short-term borrowings decreased
during the first quarter of 1997 by $1,504,000 compared with the first quarter
of 1996 with a resultant decrease in interest expense on these funds. Interest
rates on interest-bearing liabilities were lower in the first quarter of 1997 in
comparison with the first quarter of 1996.
Provision for Loan Losses
The Company's provision for loan loss expense in the first quarter of 1997 was
$63,000 greater than in the first quarter of 1996. As loan volumes continue to
grow, management believes that it is prudent to also increase the level of the
allowance for loan losses.
Other Income
Total noninterest income increased $92,000 (27%) in the first quarter of 1997
compared with 1996, mainly due to higher service charge income at both Mahaska
State Bank and Central Valley Bank.
Other Expense
Total noninterest expense for the quarter ended March 31, 1997 increased
$249,000 (14%) compared to noninterest expense for the first quarter of 1996.
Salaries and benefits expense for the first quarter of 1997 increased $85,000
(10%) over the first quarter of 1996, primarily as a result of the increase in
the number of employees at Central Valley Bank and at MIC Leasing Co. Net
occupancy expenses for the first quarter of 1997 increased $42,000 in comparison
to the first quarter of 1996 with most of the increase due to the additional
facilities of Central Valley Bank.
Professional fees decreased $56,000 for the first thee months of 1997 over the
same period in 1996. The FDIC assessment expense incurred by the Company during
the first quarter of 1997 decreased by $15,000 compared with the first quarter
of 1996 reflecting the reduced assessment rate paid by Central Valley Bank as a
result of the one-time SAIF assessment in September 1996 which reduced the FDIC
deposit insurance rate charged to thrift institutions. Other operating expense
increased by $136,000 (38%) in the first quarter of 1997 compared with the three
months ended March 31, 1996, mainly due to variations in the timing of payment
of some expenses. Goodwill amortization expense increased $57,000 (57%) in the
first quarter of 1997 versus 1996 due to the additional goodwill created by the
Sigourney branch acquisition.
Income Tax Expense
Income tax expense for the three months ended March 31, 1997, increased $240,000
compared to the amount for the three months ended March 31, 1996, primarily due
to the overall increase in taxable income for the period. The effective income
tax rate rose slightly in the first quarter of 1997 to 35.72% compared with
34.33% in the first quarter of 1996.
FINANCIAL CONDITION
The Company's total assets as of March 31, 1997 were $254,946,000, an increase
of $3,095,000 (1%) from December 31, 1996. Total deposits grew $734,000 during
this time period with the most growth noted in savings and money market
accounts. The Company had federal funds purchased of $810,000 on March 31, 1997,
compared with funds sold of $2,985,000 on December 31, 1996. Total notes payable
increased to $9,000,000 on March 31, 1997 from $8,500,000 on December 31, 1996
as Central Valley Bank borrowed funds from the Federal Home Loan Bank.
Loan Pool Participations
As of March 31, 1997, the Company had investments in loan pool participations of
$52,919,000. New loan pool investments during the quarter totaled $8,396,000.
The loan pool participation investment as of December 31, 1996 was $50,687,000.
Average loan pool participation investments increased to $48,754,000 for the
first three months of 1997 from $43,050,000 for the first three months of 1996.
Loans
Loan volumes continued to increase, with total loans as of March 31, 1997
reflecting growth of $6,638,000 (6%) from December 31, 1996. Most of this growth
was in the commercial and agricultural loan categories, with some increase
occurring in lease financing.
Nonperforming Loans
The Company's nonperforming loans totaled $1,598,000 (1.29% of total loans) as
of March 31, 1997, compared to $2,102,000 (1.79% of total loans) as of December
31, 1996. This is a decrease of 24% from December 31, 1996 to March 31, 1997.
All nonperforming loan totals and related ratios exclude the loan pool
investments. The following table presents the categories of nonperforming loans
as of March 31, 1997:
Nonperforming Loans
(dollars in thousands)
March 31, 1997
90 days past due $ 199
Renegotiated 356
Nonaccrual 1,031
Other real estate owned 12
------
$1,598
From December 31, 1996 to March 31, 1997, nonaccrual loans decreased $54,000,
restructured loans decreased $24,000, loans ninety days past due decreased
$426,000, and other real estate owned remained unchanged. The Company's
allowance for loan losses as of March 31, 1997 was $1,578,000, which was 1.27%
of total loans as of that date. This compares with an allowance for loan losses
of $1,491,000 as of December 31, 1996, which was 1.27% of total loans. As of
March 31, 1997, the allowance for loan losses was 98.72% of nonperforming loans
compared with 70.91% as of December 31, 1996. Management believes that as of
March 31, 1997 the allowance for loan losses is adequate. For the three months
ended March 31, 1997, the Company recognized a net loan charge-off of $41,000
compared with a net charge-off of $28,000 during the quarter ended March 31,
1996.
Capital Resources
As of March 31, 1997, total shareholders' equity as a percentage of total assets
was 13.65% compared with 13.60% as of December 31, 1996. The Company held 65,967
shares of treasury stock at a cost of $1,107,000 as of March 31, 1997. These
shares were repurchased in order to satisfy options granted under the Company's
Stock Incentive Plan. On February 20, 1997, the Board of Directors voted to
continue the Company's stock repurchase plan that provides for the repurchase of
up to 200,000 shares through January 31, 1998. During the first quarter of 1997,
a total of 14,000 shares were repurchased. Also in the first quarter of 1997,
the Company reissued 3,033 shares of treasury stock as options were exercised.
Under risk-based capital rules, the Company's total capital was 15.59% of
risk-weighted assets as of March 31, 1997, and was 16.23% of risk-weighted
assets as of December 31, 1996, compared to an 8.00% requirement.
Liquidity
Liquidity management involves meeting the cash flow requirements of depositors
and borrowers. The Company conducts liquidity management on both a daily and
long-term basis; and it adjusts its investments in liquid assets based on
expected loan demand, projected loan maturities and payments, estimated cash
flows from the loan pool participations, expected deposit flows, yields
available on interest-bearing deposits, and the objectives of its
asset/liability management program. The Company had liquid assets (cash and cash
equivalents) of $10,919,000 as of March 31, 1997, compared with $16,484,000 as
of December 31, 1996. Some of this decrease is attributable to the increase in
loans, investment securities available for sale, and to the increase in loan
pool participations (all of which utilized liquid assets). Investment securities
classified as available for sale could be sold to meet liquidity needs, if
necessary. Additionally, the bank subsidiaries maintain lines of credit with
correspondent banks and the Federal Home Loan Bank that would allow them to
borrow federal funds on a short-term basis if necessary. The Company also
maintains a line of credit with Harris Trust & Savings Bank of Chicago, Illinois
that provides liquidity for the purchase of loan pool participation investments
and other corporate needs. Management believes that the Company has sufficient
liquidity as of March 31, 1997 to meet the needs of borrowers and depositors.
Part II -- Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed with this Report or, if so
indicated, incorporated by reference:
EXHIBITS
3.1 Articles of Incorporation of Mahaska Investment
Company. (d)
3.2 Bylaws of Mahaska Investment Company. (d)
10.1 Mahaska Investment Company Employee Stock Ownership
Plan & Trust as restated and amended. (b)
10.2.1 1993 Stock Incentive Plan. (a)
10.2.2 1996 Stock Incentive Plan. (d)
10.3.1 Midstates Resources Corp. Loan Participation and
Servicing Agreement dated December 9, 1992 between
Midstates Resources Corp., Mahaska Investment
Company, and Mahaska State Bank. (a)
10.3.2 Central States Resources Corp. Liquidation
Agreement dated April 18, 1988 between Central
States Rseources Corp., Mahaska State Bank,
National Bank & Trust Co., and Randal Vardaman. (a)
10.3.3 All States Resources Corp. Loan Participation and
Servicing Agreement dated September 13, 1993
between All States Resources Corp., Mahaska
Investment Company, and West Gate Bank. (a)
10.5.1 Revolving Loan Agreement dated January 31, 1996
between Mahaska Investment Company and Harris Trust
& Savings Bank. (c)
10.5.2 First Ammendment to Revolving Loan Agreement and
Revolving Loan Note between Mahaska Investment
Company and Harris Trust & Savings Bank dated June
19, 1996. (d)
10.6 Purchase and Assumption Agreement between Boatmen's
Bank Iowa, National Association, and Central Valley
Bank dated February 15, 1996. (c)
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
(a) Incorporated by reference to the Form S-1
Registration Number 33-81922 of Mahaska Investment
Company.
(b) Incorporated by reference to the Form 10-K for the
year ended December 31, 1994 filed by Mahaska
Investment Company.
(c) Incorporated by reference to the Form 8-K filed by
Mahaska Investment Company on February 29, 1996.
(d) Incorporated by reference to the Form 10-K for the
year ended December 31, 1996 filed by Mahaska
Investment Company.
(b) Reports on Form 8-K -- No reports on Form 8-K were filed during the
three months ended March 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAHASKA INVESTMENT COMPANY
(Registrant)
May 9, 1997
/s/ Charles S. Howard
Charles S. Howard
President
May 9, 1997
/s/ David A. Meinert
David A. Meinert
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
Exhibit 11
MAHASKA INVESTMENT COMPANY
AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
Three Months Ended March 31,
1997 1996
Earnings per Share Information:
Weighted average number
of shares outstanding
during the period 2,228,438 2,261,154
Net earnings $1,378,232 1,005,802
Earnings per share $ 0.62 0.44