UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
-----------------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
--------------
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.
1,734,548 shares outstanding at July 31, 1998
MID-IOWA FINANCIAL CORPORATION
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30,
1998 and September 30, 1997 1
Consolidated Statements of Operations for the
three months and nine months ended June 30,
1998 and 1997 2
Consolidated Statements of Cash Flows for the
nine months ended June 30, 1998 and 1997 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 10
Index of Exhibits 11
Signatures 12
MID-IOWA FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
June 30, September 30,
1998 1997
------------ ------------
Assets
Cash and cash equivalents $ 3,951,380 $ 3,563,299
Securities available for sale 5,158,707 4,982,662
Securities held to maturity 49,335,974 47,767,121
Loans Held for Resale 0 0
Loans receivable, net 70,949,940 66,417,985
Accrued interest receivable 938,846 867,663
Federal Home Loan Bank stock 1,800,000 1,650,000
Real estate, net 133,503 33,865
Office properties and equipment, net 2,563,348 2,587,127
Intangibles, net 11,398 12,978
Prepaid expenses and other assets 196,608 134,051
------------ ------------
Total assets $135,039,704 $128,016,751
============ ============
Liabilities and Stockholders' Equity
Deposits $ 84,035,226 $ 89,377,718
Borrowed funds 36,000,000 25,000,000
Advance payments by borrowers
for taxes and insurance 373,945 179,982
Accrued interest payable 821,523 945,890
Accounts payable and accrued expenses 290,635 374,738
Accrued taxes on income:
Current 5,932 11,000
Deferred 100,001 66,295
------------ ------------
Total liabilities $121,627,262 $115,955,623
============ ============
Stockholders' Equity
Common Stock $ 17,345 $ 17,299
Additional paid-in capital 3,096,608 3,040,211
Retained earnings 10,226,076 9,298,166
Treasury Stock 0 (325,600)
Net unrealized gain on securities
available for sale 72,413 31,052
------------ ------------
Total stockholders' equity 13,412,442 12,061,128
------------ ------------
Total liabilities and stockholders'
equity $135,039,704 $128,016,751
============ ============
See notes to consolidated financial statements.
-1-
MID-IOWA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Nine Months
Ended June 30, ended June 30,
---------------------------- -----------------------
1998 1997 1998 1997
------------ ------------ --------- ----------
Interest income:
Loans $1,451,490 $1,351,171 $4,326,675 $3,938,434
Mortgage-backed and related securities 451,418 509,304 1,396,569 1,462,061
Investment securities 398,878 396,697 1,344,490 1,150,823
Other 135,690 32,688 286,806 84,142
---------- ---------- ---------- ----------
Total interest income 2,437,476 2,289,860 7,354,540 6,635,460
---------- ---------- ---------- ----------
Interest expense:
Deposits 1,021,154 980,765 3,072,213 2,818,889
Other borrowings 494,316 385,875 1,471,764 1,121,506
---------- ---------- ---------- ----------
Total interest expense 1,506,470 1,366,640 4,543,977 3,940,395
---------- ---------- ---------- ----------
Net interest income 931,006 923,220 2,810,563 2,695,065
Provision for losses on loans 15,000 24,000 45,000 57,000
---------- ---------- ---------- ----------
Net interest income after provision
for losses on loans 916,006 899,220 2,765,563 2,638,065
---------- ---------- ---------- ----------
Noninterest income:
Gain (loss) on sale of other assets 0 1,003 24,509 24,233
Fees and service charges 110,633 86,897 289,839 270,214
Other, primarily commissions 306,937 246,068 691,056 634,285
Other 0 221,000 0 221,000
---------- ---------- ---------- ----------
Total noninterest income 417,570 554,968 1,005,404 1,149,732
---------- ---------- ---------- ----------
Noninterest expense:
Compensation and benefits 341,699 303,421 998,164 886,199
Office properties and equipment 97,334 63,809 283,391 194,146
Federal insurance premiums 13,572 13,042 40.883 62,007
Data processing services 41,308 36,159 124,145 108,567
Expense on real estate, net 250 (5,417) (1,521) (11,961)
Other 312,827 274,530 846,339 732,074
---------- ---------- ---------- ----------
Total noninterest expense 806,990 685,544 2,281,401 1,971,032
---------- ---------- ---------- ----------
Income before taxes on income 526,586 768,644 1,489,566 1,816,765
Taxes on income 176,600 262,200 459,400 614,200
---------- ---------- ---------- ----------
Net income $ 349,986 $ 506,444 $1,030,166 $1,202,565
========== ========== ========== ==========
Earnings per common equivalent
share:
Basic: $ 0.20 $ 0.30 $ 0.60 $ 0.72
Diluted: $ 0.19 $ 0.29 $ 0.57 $ 0.71
========== ========== ========== ==========
Average common shares outstanding 1,730,164 1,676,488 1,711,582 1,668,741
========== ========== ========== ==========
See notes to consolidated financial statements.
-2-
MID-IOWA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
June 30,
----------------------------
1998 1997
------------ ------------
Cash flows from operating activities:
Net income $ 1,030,166 $ 1,202,565
Origination of loans held for sale (196,900) 0
Proceeds from sale of loans held for sale 196,900 0
Items not requiring (providing) cash-
Depreciation 124,330 84,020
Amortization (79,574) (35,825)
Provision for loan losses 45,000 57,000
(Gain) loss on sale of real estate (24,509) (24,233)
Changes in -
Accrued interest receivable (71,183) (73,850)
Accrued interest payable (124,367) 87,818
Current taxes on income (5,068) 169,099
Deferred taxes on income 33,706 14,774
Other, net (256,061) (530,483)
------------ ------------
Net cash provided by operating activities $ 672,440 $ 950,885
------------ ------------
Cash flows from investing activities:
Purchase of investment securities (29,440,706) (8,725,539)
Purchase of investment securities AFS (500,000) (388,612)
Proceeds from maturity of investments 23,057,968 3,026,354
Principal collected on mortgage-backed
and related securities 4,897,890 2,872,533
Principal collected on investment
securities AFS 383,680 0
Net change in loans to customers (4,576,955) (3,922,957)
Proceeds from sale of real estate 13,057 27,674
Purchase of office properties and equipment (100,551) (1,183,375)
Purchase of Federal Home Loan Bank stock (300,000) (200,000)
Proceeds from redemption of FHLB stock 150,000 0
------------ ------------
Net cash (used in)provided by investing
activities $ (6,415,617) $ (8,493,922)
----------- ------------
Cash flows from financing activities:
Net change in deposits (5,342,492) (1,299,370)
Proceeds from borrowed funds 11,000,000 10,000,000
Advances from borrowers for taxes & ins. 193,963 179,350
Proceeds from exercise of stock options 382,044 55,370
Payments to acquire treasury stock 0 (47,813)
Dividends paid (102,257) (100,265)
----------- ------------
Net cash provided by financing activities $ 6,131,258 $ 8,787,272
----------- ------------
Increase in cash and cash equivalents 388,081 1,244,235
Cash and cash equivalents at beginning
of period 3,563,299 1,147,204
----------- ------------
Cash and cash equivalents at end of period $ 3,951,380 $ 2,391,439
=========== ============
Supplemental disclosure of cash flow information:
Cash payments for:
Interest paid during the period $ 4,668,344 $ 3,852,577
Taxes on income $ 464,468 $ 445,101
Supplemental schedule of noncash activities:
Contract sales of real estate owned $ 0 $ 0
Transfer of loans to real estate owned $ 90,467 $ 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 and
nine months ended June 30, 1998 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 disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been omitted.
2. ORGANIZATION
The Company was organized as a Delaware corporation in
June, 1992, at the direction of Mid-Iowa Savings Bank,
F.S.B. (the Bank) for the purpose of becoming a savings
and loan holding company, as part of the conversion from a
mutual to a stock institution.
3. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries, Mid-Iowa
Security Corporation and the Bank and its wholly owned
subsidiary, Center of Iowa Investments, Limited. The
principle 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.
4. 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 86,844 for the three months ended
June 30, 1998, and 94,624 for the nine months ended June
30, 1998.
-4-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
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 31, 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 borrowing, 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.
Based on our review of our internal bookkeeping practices and
our conferences with our third party service companies, we do
not expect to incur significant additional bookkeeping, data
processing or other expenses, and in particular we do not expect
to encounter significant difficulties with our data processing
service provider, in connection with issues related to the
upcoming millennium (that is "Year 2000" issues).
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
fund 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 $7.0 million to $135.0 million for the
nine months ended June 30, 1998, compared to $128.0 million for
September 30, 1997. This increase was primarily due to
increased lending activity and investment purchases. Total
loans receivable increased to $70.9
-5-
million at June 30, 1998, from $66.4 million at September 30,
1997. Investment securities increased $1.7 million to $54.4
million at June 30, 1998, from $52.7 million at September 30,
1997. The increase in assets was funded by a $11.0 million
increase in borrowed funds from $25.0 million at September 30,
1997, to $36.0 million at June 30, 1998.
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.
During the nine months ended June 30, 1998, the Company's
operating strategy to improve its profitability and capital
position continued to emphasize the (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 AND NINE MONTH PERIODS ENDED JUNE 30,
1998 AND JUNE 30, 1997
General. The Company's net income decreased by $156,000 to
$350,000 for the three months ended June 30, 1998 from net
income of $506,000 for the same period in 1997 and decreased by
$172,000 to $1.0 million for the nine months ended June 30, 1998
from net income of $1.2 million for the same period in 1997.
The primary reason for the decrease was the Company's
recognition of $221,000 in other income for the three and nine
month periods ended June 30, 1997. The other income consisted
of restitution paid to the Company from certain outside
investors found by the Office of Thrift Supervision to have
violated the OTS Change in Control Laws and Regulations. This
increase was partially offset by an increase in taxes on income
of $64,000 and $196,000 for the three and six months period
ended June 30, 1997, respectively. The decrease in income was
also caused by an increase in other expenses due in part to
additional expenses associated with the new West Des Moines
branch.
Interest Income. Interest income increased $147,000 to $2.4
million from $2.3 million for the three months ended June 30,
1998, and $720,000 to $7.4 million from $6.6 million for the
nine months ended June 30, 1998, primarily as a result of an
increase in interest earning assets.
Interest Expense. Interest expense increased $140,000 in the
three months ended June 30, 1998, and increased $604,000 to $4.5
million from $3.9 million for the nine months ended June 30,
1998, due primarily to an increase in interest bearing
liabilities.
Net Interest Income. The interplay of the changes in interest
income and expenses caused net interest income to increase
$8,000 to $931,000 for the three months ended June 30, 1998, and
$115,000 to $2.8 million for the nine months ended June 30,
1998, compared to the same periods in 1997. The Company's
average spread (the mathematical difference between the yield on
interest-earning assets and the cost of interest-bearing
liabilities) decreased to 2.59% and
-6-
2.65% from 2.67% and 2.66% for the three and nine month periods
ended June 30, 1998, and 1997 respectively. The Company's net
interest margin (net interest income divided by average
interest-earning assets) decreased to 2.81% and increased to
2.91% for the three and nine month periods ended June 30, 1998,
respectively from 3.05% to 3.08% from the same periods in 1997.
Nonperforming 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 include, 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 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 ended June
30, 1998, as compared to $24,000 for the three months ended June
30, 1997. The Company's loan loss reserve balance as of June
30, 1998 was $307,000. The September 30, 1997 loan loss reserve
balance was $302,000. Total nonperforming assets as of June 30,
1998, were $192,000 or .14% of total assets.
The Company will continue to monitor and adjusts its allowance
for loan losses as management's analysis of its loan portfolio
and economic conditions dictate. However, although the Company
maintains its allowance for loan 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 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 $137,000 and
$144,000 to $418,000 and $1.0 million in the three and nine
months ended June 30, 1998 from $555,000 and $1.1 million in the
same periods for 1997. The decrease is primarily due to
restitution paid to the Company from certain outside investors
found by the Office of Thrift Supervision to have violated the
OTS Change in Control Laws and Regulations during the quarter
ended June 30, 1997 and from increased commissions income of the
real estate brokerage operation conducted through a subsidiary
of the Company. As a result, noninterest income generated by
the Company's subsidiaries increased to $269,000 and $649,000
compared to $232,000 and $614,000 for the three and nine months
ended June 30, 1998 and 1997 respectively.
Noninterest Expense. Noninterest expense increased $121,000 and
$310,000 to $807,000 and $2.3 million respectively in the three
and nine months ended June 30, 1998, from $686,000 and $2.0
million in the same periods of 1997. This increase was
primarily due to an increase in expenses associated with the
West Des Moines office and commissions paid in the company's
subsidiary operations. Noninterest expense attributable to the
Company's subsidiaries increased to $218,000 and $552,000
compared to $205,000 and $519,000 for the three and nine months
ended June 30, 1998 and 1997 respectively.
-7-
Income Taxes. Income taxes for the three and nine months ended
June 30, 1998, decreased to $177,000 and $459,000 from $262,000
and $614,000 in the same periods for 1997 due to a
$242,000 and $327,000 decrease in income before taxes for the
same three and nine months ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCE
The Bank's sources of funds are deposits, sales of mortgage
loans, amortization and repayment of loan principal and
mortgage-backed 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 them less
predictable. The Bank attempts to price its deposits to achieve
its asset/liability objectives and will from time to time
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. 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 June 30, 1998, the amount of the
Company's liquidity was $27.2 million, resulting in a liquidity
ratio of 33.8%. At September 30, 1997, the Bank's liquid assets
(as defined) totaled $5.9 million resulting in a liquidity
ratio of 6.5%.
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
requires 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 June 30, 1998, the Bank had outstanding advances from the
FHLB of Des Moines in the amount of $36.0 million and had the
capacity to borrow up to an additional $20 million.
The Bank uses its liquidity resources principally to meet
ongoing 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 June 30, 1998, the Bank had tangible and core capital of
$10.7 million, or 8.09% of adjusted total assets, which was
approximately $8.8 million and $6.7 million above the minimum
regulatory requirements of 1.5% and 3.0% respectively, of the
adjusted total assets in effect on that date.
-8-
On June 30, 1998, the Bank had risk-based capital of $11.1
million (including $10.7 million in core capital), or 19.7% of
risk-weighted assets of $56.3 million. This amount was $6.6
million above the 8.0% requirement in effect on that date. The
Bank is presently in compliance with the fully phased-in capital
requirements.
The Company has declared a cash divided of $.02 per share for
the quarters ended December 31, 1997, March 31, 1998 and June
30, 1998.
-9-
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
---------------------
Not applicable.
ITEM 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
ITEM 5. Other Information
-----------------
Not applicable.
ITEM 6. Exhibits and Reports and Form 8-K
---------------------------------
(a) The statement regarding computation of per share earnings
is attached hereto as Exhibit 11 and summary financial
information is attached hereto as Exhibit 27.
(b) None.
10
MID-IOWA FINANCIAL CORP.
INDEX OF EXHIBITS
Exhibits Page
- -------- ----
11. Statement regarding computation of
per share earnings 13
27 Financial Data Schedule 14
-11-
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: August 13, 1998 /s/ Kevin D. Ulmer
-------------------------------------
Kevin D. Ulmer
President and Chief Executive Officer
Date: August 13, 1998 /s/ Gary R. Hill
------------------------------------
Gary R. Hill
Executive Vice President and
Chief Financial Officer
-12-