UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _______
Commission File Number: No. 0-20464
Mid-Iowa Financial Corp.
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
_________________________________________________________________
(State of other jurisdiction of incorporation or organization)
42-1389053
_________________________________________________________________
(I.R.S. Employer Identification No.)
123 West 2nd Street North, Newton, Iowa 50208
_________________________________________________________________
(Address of principal executive offices, zip code)
515-792-6236
_________________________________________________________________
(Registrant's telephone number, including area code)
_________________________________________________________________
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,710,088 shares outstanding at January 31, 1998
This Form 10-QSB contains 15 pages
MID-IOWA FINANCIAL CORPORATION
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at December 31,
1997 and September 30, 1997 1
Consolidated Statements of Operations for the
three months ended December 31, 1997 and 1996 2
Consolidated Statements of Cash Flows for the
three months ended December 31, 1997 and 1996 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Part II. Other Information 9
Signatures 10
MID-IOWA FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1997 1997
------------ ------------
Assets
Cash and cash equivalents $ 3,157,083 $ 3,563,299
Securities available for sale 4,893,422 4,982,662
Securities held to maturity 50,283,548 47,767,121
Loans receivable, net 71,499,675 66,417,985
Accrued interest receivable 929,585 867,663
Federal Home Loan Bank stock 1,800,000 1,650,000
Real estate, net 33,865 33,865
Office properties and equipment, net 2,619,426 2,587,127
Intangibles, net 12,452 12,978
Prepaid expenses and other assets 116,274 134,051
------------ ------------
Total assets $135,345,330 $128,016,751
============ ============
Liabilities and Stockholders' Equity
Deposits $ 85,947,794 $ 89,377,718
Borrowed funds 35,000,000 25,000,000
Advance payments by borrowers
for taxes and insurance 386,674 179,982
Accrued interest payable 903,861 945,890
Accounts payable and accrued expenses 218,126 374,738
Accrued taxes on income:
Current 130,035 11,000
Deferred 87,837 66,295
------------ ------------
Total liabilities $122,674,327 $115,955,623
============ ============
Stockholders' Equity
Common Stock $ 17,299 $ 17,299
Additional paid-in capital 3,086,931 3,040,211
Retained earnings 9,615,397 9,298,166
Treasury Stock (124,320) (325,600)
Net unrealized gain on securities
available for sale 75,696 31,052
------------ ------------
Total stockholders' equity 12,671,003 12,061,128
------------ ------------
Total liabilities and stockholders'
equity $135,345,330 $128,016,751
============ ============
See notes to consolidated financial statements.
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MID-IOWA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months
Ended December 31,
----------------------------
1997 1996
------------ ------------
Interest income:
Loans $1,411,765 $1,293,301
Mortgage-backed and related securities 486,655 470,595
Investment securities 465,809 375,047
Other 48,222 24,265
---------- ----------
Total interest income 2,412,451 2,163,208
---------- ----------
Interest expense:
Deposits 1,029,521 929,028
Other borrowings 455,704 357,781
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Total interest expense 1,485,225 1,286,809
---------- ----------
Net interest income 927,226 876,399
Provision for losses on loans 15,000 9,000
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Net interest income after provision
for losses on loans 912,226 867,399
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Noninterest income:
Gain (loss) on sale of other assets 0 23,230
Fees and service charges 89,181 89,112
Other, primarily commissions 181,050 245,613
---------- ----------
Total noninterest income 270,231 357,955
---------- ----------
Noninterest expense:
Compensation and benefits 319,474 275,944
Office properties and equipment 91,024 63,932
Federal insurance premiums 13,094 35,501
Data processing services 40,028 35,251
Expense on real estate, net (511) 431
Other 251,030 258,355
---------- ----------
Total noninterest expense 714,139 669,414
---------- ----------
Income before taxes on income 468,318 555,940
Taxes on income 117,526 183,410
---------- ----------
Net income $ 350,792 $ 372,530
========== ==========
Earnings per common equivalent
share:
Basic: $ 0.21 $ 0.23
Diluted: $ 0.20 $ 0.22
========== ==========
Average common shares outstanding 1,688,131 1,655,445
========== ==========
See notes to consolidated financial statements.
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MID-IOWA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
December 31,
----------------------------
1997 1996
------------ ------------
Cash flows from operating activities:
Net income $ 350,792 $ 372,530
Origination of loans held for sale 0 0
Proceeds from sale of loans held for sale 0 0
Items not requiring (providing) cash-
Depreciation 41,400 26,400
Amortization (43,173) (12,696)
Provision for loan losses 15,000 9,000
(Gain) loss on sale of real estate 0 (23,230)
Changes in -
Accrued interest receivable (61,922) (16,345)
Accrued interest payable (42,029) 44,881
Current taxes on income 119,035 178,592
Deferred taxes on income 21,542 6,656
Other, net (161,885) (550,588)
----------- ------------
Net cash provided by operating activities $ 238,760 $ 35,200
----------- ------------
Cash flows from investing activities:
Purchase of investment securities (5,997,813) (449,328)
Purchase of investment securities AFS 0 0
Proceeds from maturity of investments 2,000,000 526,354
Principal collected on mortgage-backed
and related securities 1,682,020 755,418
Net change in loans to customers (5,096,690) (660,924)
Proceeds from sale of real estate 0 26,682
Purchase of office properties and equipment (73,699) (51,015)
Purchase of Federal Home Loan Bank Stock (150,000) 0
----------- ------------
Net cash (used in)provided by investing
activities $(7,636,182) $ 147,187
----------- ------------
Cash flows from financing activities:
Net change in deposits (3,429,924) (3,812,613)
Proceeds from borrowed funds 10,000,000 5,000,000
Advances from borrowers for taxes & ins. 206,692 176,662
Proceeds from exercise of stock options 248,000 10,400
Payments to acquire treasury stock 0 (47,813)
Dividends paid (33,562) (33,168)
----------- ------------
Net cash provided by financing activities $ 6,991,206 $ 1,293,468
----------- ------------
Increase in cash and cash equivalents (406,216) 1,475,855
Cash and cash equivalents at beginning
of period 3,563,299 1,147,204
----------- ------------
Cash and cash equivalents at end of period $ 3,157,083 $ 2,623,059
=========== ============
Supplemental disclosure of cash flow information:
Cash payments for:
Interest paid during the period $ 1,527,254 $ 1,241,928
Taxes on income $ 1,509 $ 4,818
Supplemental schedule of noncash activities:
Contract sales of real estate owned $ 0 $ 0
Transfer of loans to real estate owned $ 0 $ 0
See notes to consolidated financial statements.
-3-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MID-IOWA FINANCIAL CORP. AND SUBSIDIARIES
1. BASIS OF PRESENTATION
The consolidated financial statements for the three months
ended December 31, 1997 are unaudited. In the opinion of
management of Mid-Iowa Financial Corp. (the "Registrant or
Company") these financial statements reflect all adjustments,
consisting only of normal occurring accruals, necessary to
present fairly these consolidated financial statements. Certain
information and footnote disclosure normally included in
financial statements prepared in accordance with generally
accepted accounting principals have been omitted.
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts
of the Parent Company and its wholly owned subsidiaries, Mid-Iowa
Security Corporation and Mid-Iowa Savings Bank, F.S.B. (the
"Bank") and its wholly owned subsidiary, Center of Iowa
Investments, Limited. The principal business activities of
Mid-Iowa Security Corporation are the development and sale of
real estate and real estate brokerage services. Center of Iowa
Investments, Limited provides credit reporting and collection
services, sells investment products, and provides discount
securities brokerage. All material intercompany accounts and
transactions have been eliminated.
3. EARNINGS PER SHARE COMPUTATIONS
Earnings per share - basic is computed using the weighted
average number of common shares outstanding.
Earnings per share - diluted is computed using the weighted
average number of common shares outstanding after giving effect
to additional shares assumed to be issued in relation to the
Company's stock option plans using the ending price per share for
the period. Such additional shares were 110,299 for the
three months ended December 31, 1997.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Mid-Iowa Financial Corp. ("Mid-Iowa" or the "Company") was
formed in June of 1992 by Mid-Iowa Savings Bank, F.S.B. (the
"Bank") to become the thrift institution holding company of the
Bank. The acquisition of the Bank by the Company was consummated
on October 13, 1992 in connection with the Bank's conversion
from the mutual to the stock form (the "Conversion").
The primary business of the Company has historically
consisted of attracting deposits from the general public and
providing financing for the purchase of residential properties.
The operations of the Company are significantly affected by
prevailing economic conditions as well as by government policies
and regulations relating to monetary and fiscal affairs, housing
and financial institutions.
The Company's net income is primarily dependent upon the
difference (or "spread") between the average yield earned on
loans, mortgage-backed and related securities and investments,
and the average rate paid on deposits and borrowings, as well as
the relative amounts of such assets and liabilities. The
interest rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand
and deposit flows. The Company, like other thrift institutions,
is subject to interest rate risk to the degree that its interest
bearing liabilities mature or reprice at different times, or on a
different basis, than its interest-earning assets.
The Company's net income is also affected by, among other
things, gains and losses on sales of loans and foreclosed assets,
provisions for possible loan losses, service charges and other
fees, commissions received from subsidiary operations, operating
expenses and income taxes. Center of Iowa Investments, Limited,
a wholly-owned subsidiary of the Bank, generates revenues by the
sale of insurance, annuities, mutual funds and other investment
products to its customers as well as providing discount
securities brokerage, credit reporting and collecting services.
Mid-Iowa Security Corporation, a wholly-owned subsidiary of the
Company, generates revenues by real estate brokerage services,
and real estate development.
FINANCIAL CONDITION
Total assets increased by $7.3 million to $135.3 million at
December 31, 1997 compared to $128.0 million at September 30,
1997. This increase was primarily due to an increase in loans
receivable to $71.5 million at December 31, 1997 from $66.4
million at September 30, 1997. The increase in assets was funded
by $10.0 million increase in borrowed funds from $25.0 million at
September 30, 1997, to $35.0 million at December 31, 1997,
partially offset by a decrease in deposits of $3.5 million from
$89.4 million at September 30, 1997, to $85.9 million at
December 31, 1997.
RESULTS OF OPERATIONS
The Company's results of operations depend primarily on the
level of its net interest income and non interest income and the
level of its operating expenses. Net interest income depends
upon the volume of interest-earning assets and interest-bearing
liabilities and interest rates earned or paid on them.
-5-
During the three months ended December 31, 1997, the
Company's operating strategy to improve its profitability and
capital position continued to emphasize (i) maintenance of the
Company's asset quality, (ii) asset-liability management, (iii)
management of operating expenses to improve operating income, and
(iv) expanding loan originations.
COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER
31, 1996.
General. The Company's net income decreased by $21,700 to
$351,000 for the three months ended December 31, 1997 from net
income of $373,000 for the same period in 1996. The primary
reason for the decrease in net income was a $23,000 decrease in
gains on the sale of assets.
Interest income. Interest income increased $249,000 to $2.4
million for the three months ended December 31, 1997 from $2.2
million for the same period in 1996 primarily as a result of an
increase in interest-earning assets to $125.3 million at December
31, 1997 from $114.5 million at December 31, 1996.
Interest expense. Interest expense increased $198,000 to
$1.5 million in the three months ended December 31, 1997 from
$1.3 million in the same period in 1996 due primarily to an
increase in borrowed funds of $9.5 million to $35.0 million at
December 31, 1997 from $25.5 million at December 31, 1996.
Net Interest Income. The interplay of the changes in
interest income and expenses caused net interest income to
increase $51,000 to $927,000 at December 31, 1997 compared to
$876,000 for the same period in 1996. The Company's average
spread (the mathematical difference between the yield on
interest-earning assets and the cost of interest-bearing
liabilities) decreased to 2.61% for the period ended December 31,
1997 from 2.64% for the period ended December 31, 1996. The
Company's net interest margin (net interest income divided
by average interest-earning assets) decreased to 3.00% at
December 31, 1997 from 3.07% at December 31, 1996.
Non-Performing Assets and Loan Loss Provision. Management
establishes specific reserves for estimated losses on loans when
it determines that losses are anticipated on these loans. The
Company calculates any allowance for possible loan losses based
upon its ongoing evaluation of pertinent factors underlying the
types and quality of its loans. These factors, included but are
not limited to, the current and anticipated economic conditions,
including uncertainties in the national real estate market, the
level of classified assets, historical loan loss experience, a
detailed analysis of individual loans for which full
collectibility may not be assured, a determination of the
existence and fair value of the collateral, the ability of the
borrower to repay and the guarantees securing such loans.
Management, as a result of this review process, recorded
provisions for loan losses in the amount of $15,000 for the three
months ending December 31, 1997 as compared to $9,000 for the
three months ending December 31, 1996. The Company's loan loss
allowance as of December 31, 1997 was $295,000. The September
30, 1997 loan loss reserve was $302,000. Total non-performing
assets as of December 31, 1997 were $282,000 or .21% of total
assets. $258,000 of the non-performing assets were the
result of loans to one individual on his home and two commercial
loans. The two commercial loans are guaranteed by SBA and
management believes that the home has a value well in excess of
the loan balance. Management believes that any loss over the
$15,000 already recognized at December 31, 1997 will be minimal.
The Company will continue to monitor and adjust its
allowance for losses on loans as management's analysis of its
loan portfolio and economic conditions dictate. However,
although the Company maintains its allowance for losses on loans
at a level which it considers to be adequate to provide for
potential losses, in view of the continued uncertainties in the
economy generally and the regulatory uncertainty pertaining to
reserve levels for the thrift industry generally, there can be no
assurance that such losses will not exceed the estimated
-6-
amounts or that the Company will not be required to make
additional substantial additions to its allowance for
losses on loans in the future.
Noninterest income. Noninterest income decreased $88,000 to
$270,000 in the three months ended December 31, 1997 from
$358,000 in the same period for 1997. This decrease is primarily
due to a decrease in commissions in the real estate sales
operation conducted through a subsidiary of the Company. As a
result, noninterest income generated by the Company's non-banking
subsidiaries decreased to $166,000 compared to $254,000 for the
three months ended December 31, 1997 and 1996 respectively.
Noninterest Expense. Noninterest expense increased $45,000
to $714,000 in the three months ended December 31, 1997 from
$669,000 in the same period of 1996. This increase was primarily
due to an increase in compensation of $43,000 and office
properties expense of $27,000, both due to opening the branch in
West Des Moines. Noninterest expense attributable to the
Company's subsidiaries decreased to $125,000 compared to $191,000
for the three months ended December 31, 1997 and 1996
respectively.
Income taxes. Income taxes for the three months ended
December 31, 1997 decreased to $118,000 from $183,000 in the same
period for 1996 due to a decrease in taxable income.
LIQUIDITY AND CAPITAL RESOURCES
The Bank's sources of funds are deposits, sales of mortgage
loans, amortization and repayment of loan principal and
mortgage-back and related securities and, to a lesser extent,
maturation of investments and funds from other operations. While
maturing investments are predictable, deposit flows and loan
repayments are influenced by interest rates, general economic
conditions, and competition making it less predictable. The Bank
attempts to price its deposits to achieve its asset/liability,
objectives and will from time to time to supplement deposits with
longer term and/or less expensive alternative sources of funds
including FHLB advances.
Federal regulations historically have required the Bank to
maintain minimum levels of liquid assets. The required
percentage has varied from time to time based on economic
conditions and savings flows, and is currently 4% of net
withdrawable savings deposits and borrowings payable on demand or
in one year or less during the preceding calendar month. Liquid
assets for purposes of this ratio include cash, certain time
deposits, U.S. government and certain corporate securities and
other obligations. The Bank has historically maintained
its liquidity ratio at levels in excess of those required. At
December 31, 1997, the amount of the Company's liquidity was
$26.0 million, resulting in a liquidity ratio of 30.0%. At
December 31, 1996 the Bank's liquid assets (as defined) totaled
$5.5 million resulting in a liquidity ratio of $5.7%.
Liquidity management is both a daily and long-term
responsibility of management. The Bank adjusts its
investments in liquid assets based upon management's assessment
of (i) expected loan demand, (ii) expected deposit flows, (iii)
yields available on interest-bearing deposits, and (iv) the
objectives of its asset/liability management program. Excess
liquidity is invested generally in interest-bearing overnight
deposits and other short-term government and agency obligations.
If the Bank required additional funds, beyond its internal
ability to generate, it has additional borrowing capacity with
the FHLB of Des Moines and collateral eligible for repurchase
agreements. At December 31, 1997, the Bank had outstanding
advances from the FHLB of Des Moines in the amount of $35.0
million and had the capacity to borrow up to an additional $15
million.
-7-
The Bank uses its liquidity resources principally to meet
on-going commitments, to fund maturing certificates of deposit
and deposit withdrawals, to invest, to fund existing and future
loan commitments, to maintain liquidity and to meet operating
expenses.
At December 31, 1997, the Bank had tangible and core capital
of $10.1 million or 7.58% of adjusted total assets, which was
approximately $8.1 million and $6.1 million above the minimum
requirements of 1.5% and 3.0% respectively, of the adjusted total
assets in effect on that date. On December 31, 1997, the Bank
had risk-based capital of $10.4 million (including $10.1 million
in core capital), or 18.8% of risk-weighted assets of $55.4
million. This amount was $6.0 million above the 8.0% requirement
in effect on that date. The Bank is presently in compliance with
applicable capital requirements.
The Company has declared a cash dividend of $.02 per share
for the quarter ended December 31, 1997.
-8-
PART II
OTHER INFORMATION
ITEM 1 Legal Proceedings
-----------------
There are various claims and lawsuits in which the Registrant is
periodically involved incidental to the Registrant's business.
In the opinion of management, no material loss is expected from
any such pending claims or lawsuits.
ITEM 2 Changes in Securities
---------------------
Options on 32,000 shares were exercised during the period. The
balance of shares outstanding at December 31, 1997 was 1,710,088.
ITEM 3 Defaults Upon Senior Securities
-------------------------------
Not Applicable.
ITEM 4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Registrant convened its Annual Meeting of Stockholders on
January 19, 1998. At that meeting, the stockholders of the
Registrant considered and voted upon:
1. The election of directors, Kevin D. Ulmer for a
two-year term and John E. Carl and David E. Sandeen for
a three-year term. Kevin Ulmer was elected by a vote of
1,408,878 votes in favor and NO votes opposed and 9,356
votes abstaining. John Carl was elected by a vote of
1,408,878 votes in favor and NO votes opposed and 9,356
votes abstaining. David Sandeen was elected by a vote
of 1,408,878 votes in favor and NO votes opposed and
9,356 votes abstaining. There were no broker non-votes
for election of Directors.
ITEM 5 Other Information
-----------------
Not applicable.
ITEM 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) The statement regarding computation of per share
earnings is attached hereto as Exhibit 11.
Financial Data Schedule is attached hereto as
Exhibit 27.
(b) None
-9-
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.
MID-IOWA FINANCIAL CORP.
Date: February 9, 1998 /s/ Kevin D. Ulmer
-------------------------------------
Kevin D. Ulmer
President and Chief Executive Officer
/s/ Gary R. Hill
------------------------------------
Gary R. Hill
Executive Vice President and
Chief Financial Officer
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