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, 2001. ------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to _______________________ COMMISSON Number: 0-26577 Webster City Federal Bancorp (Exact name of registrant as specified in its charter) United States 42-1491186 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 820 Des Moines Street, Webster City, Iowa 50595-0638 - ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 515-832-3071 ------------ - -------------------------------------------------------------------------------- (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 reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the latest practicable date. 1,867,901 shares of common stock outstanding at July 31, 2001. -------------- Webster City Federal Bancorp and Subsidiaries Index Page ---- Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets at June 30, 2001 and December 31, 2000 1 Consolidated Statements of Operations for the three and six months ended June 30, 2001 and 2000 2 Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2000 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II. Other Information Other Information 9 Webster City Federal Bancorp and Subsidiaries Consolidated Balance Sheets June 30, December 31, 2001 2000 ------------ ------------ Assets (Unaudited) ------------ Cash and cash equivalents $ 12,690,351 $ 6,250,706 Securities available-for-sale 3,453,401 11,517,920 Investment securities held-to-maturity (market value 5,097,684 6,393,740 of $5,130,146 and $6,397,578, respectively) Loans receivable, net 72,683,184 69,104,213 Office property and equipment, net 889,135 494,804 Federal Home Loan Bank stock, at cost 613,200 613,200 Deferred taxes on income 185,000 203,000 Accrued interest receivable 537,249 670,379 Prepaid expenses and other assets 266,517 181,649 ------------ ------------ Total assets $ 96,415,721 $ 95,429,611 ============ ============ Liabilities and Stockholders' Equity Deposits $ 65,938,797 $ 65,145,809 FHLB advance 8,200,000 8,200,000 Advance payments by borrowers for taxes and insurance 342,107 316,766 Accrued interest payable 64,974 50,855 Current income taxes payable -- 90,119 Accrued expenses and other liabilities 863,120 721,158 ------------ ------------ Total liabilities 75,408,998 74,524,707 ------------ ------------ Stockholders' Equity Common stock, $.10 par value 213,014 212,222 Additional paid-in capital 9,193,870 9,093,681 Retained earnings, substantially restricted 15,435,448 15,181,410 Unrealized gain (loss) on securities available-for-sale 22,130 (34,833) Treasury stock, 262,238 shares and 239,138 shares, respectively (3,857,739) (3,547,576) ------------ ------------ Total stockholders' equity 21,006,723 20,904,904 Total liabilities and stockholders' equity $ 96,415,721 $ 95,429,611 ============ ============ See accompanying notes to consolidated financial statements. Webster City Federal Bancorp and Subsidiaries Consolidated Statements of Operations For the Three Months For the Six Months Ended June 30, Ended June 30, ------------------------- ------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- (Unaudited) Income - ------ Interest Income: Loans receivable $1,384,941 $1,256,347 $2,763,416 $2,489,378 Mortgage-backed & related securities 86,600 121,406 193,514 244,432 Investment securities 59,340 217,677 225,737 439,496 Other interest earning assets 129,922 40,796 215,210 124,604 ---------- ---------- ---------- ---------- Total interest income 1,660,803 1,636,226 3,397,877 3,297,910 Interest Expense: Deposits 775,498 735,203 1,553,446 1,469,018 FHLB advance 122,951 54,192 244,551 99,085 ---------- ---------- ---------- ---------- Total interest expense 898,449 789,395 1,797,997 1,568,103 ---------- ---------- ---------- ---------- Net interest income 762,354 846,831 1,599,880 1,729,807 Provision for losses on loans -- -- -- -- ---------- ---------- ---------- ---------- Net interest income after provision for losses on loans 762,354 846,831 1,599,880 1,729,807 ---------- ---------- ---------- ---------- Non-interest income: Fees and service charges 61,159 42,222 105,697 80,967 Other 44,427 23,438 89,635 54,399 ---------- ---------- ---------- ---------- Total non-interest income 105,586 65,660 195,332 135,366 ---------- ---------- ---------- ---------- Expense Non-interest expense: Compensation, payroll taxes, and employees benefits 229,905 211,213 471,250 414,372 Office property and equipment 19,838 23,268 35,996 51,003 Data processing services 30,647 27,200 62,779 62,092 Federal insurance premiums 3,459 3,555 6,839 7,110 Other real estate expenses, net 304 -- 1,149 770 Advertising 7,190 5,808 13,597 12,673 Other 139,173 94,596 293,368 245,945 ---------- ---------- ---------- ---------- Total non-interest expense 430,516 365,640 884,978 793,965 ---------- ---------- ---------- ---------- Earnings before taxes on income 437,424 546,851 910,234 1,071,208 Taxes on income 172,232 197,742 356,132 402,248 ---------- ---------- ---------- ---------- Net earnings $ 265,192 $ 349,109 $ 554,102 $ 668,960 ========== ========== ---------- ---------- Earnings per share - basic $ 0.14 $ 0.18 $ 0.29 $ 0.34 ========== ========== ========== ========== Earnings per share - dilluted $ 0.14 $ 0.18 $ 0.29 $ 0.34 ========== ========== ========== ========== See notes to consolidated financial statements. Webster City Federal Bancorp and Subsidiaries Consolidated Statements of Cash Flows For the Six Months Ended June 30, ------------------------------ 2001 2000 ------------ ------------ (Unaudited) Cash flows from operating activities Net earnings $ 554,102 $ 668,960 ------------ ------------ Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 31,662 25,607 Amortization of premiums and discounts, net 7,853 3,952 Gain on sale of investments AFS (3,464) -- Change in: Accrued interest receivable 133,130 74,957 Prepaid expenses and other assets (97,128) (8,746) Accrued interest payable 14,119 (37,653) Accrued expenses and other liabilities 141,962 135,302 Accrued current taxes on income (90,119) (27,458) ------------ ------------ Total adjustments 138,015 165,961 ------------ ------------ Net cash provided by operating activities 692,117 834,921 ------------ ------------ Cash flows from investing activities Proceeds from the maturity of interest bearing deposits -- 2,585,000 Purchase of interest earning deposits -- (34,226) Proceeds from sales of securities available-for-sale 8,524,123 -- Principal collected on mortgage-backed and related securities 920,210 966,473 Net change in loans receivable (3,579,895) (4,035,929) Purchase of office property and equipment (425,993) (48,328) ------------ ------------ Net cash provided by (used in) investing activities 5,438,445 (567,010) ------------ ------------ Cash flows from financing activities Net change in deposits 792,988 (1,091,968) Net decrease in advance payments by borrowers for taxes and insurance 25,341 46,523 Proceeds on stock options 100,981 -- Treasury stock purchase (310,100) (1,311,538) Dividends paid (299,807) (324,927) ------------ ------------ Net cash provided by (used in) financing activities 309,403 (2,681,910) ------------ ------------ Net increase (decrease) in cash and cash equivalents 6,439,965 (2,413,999) Cash and cash equivalents at beginning of period 6,250,706 4,986,099 ------------ ------------ Cash and cash equivalents at end of period $ 12,690,671 $ 2,572,100 ============ ============ Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,539,327 $ 1,506,671 Taxes on income 392,890 368,229 ============ ============ See notes to consolidated financial statements. Webster City Federal Bancorp and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) 1. DESCRIPTION OF BUSINESS - -------------------------- Webster City Federal Bancorp (the "Registrant", the "Company" or "Bancorp") and its subsidiaries, Webster City Federal Savings Bank, a federal stock savings bank (the "Bank"), and Security Title and Abstract, Inc., conduct operations in Webster City, Iowa, a community of approximately 8,000 people. The Bank is primarily engaged in the business of attracting deposits from the general public in its market area and investing such deposits in mortgage loans secured by one-to-four family residential real estate. The Bank's primary area of lending and other financial services consists of Hamilton County, Iowa, and the surrounding contiguous counties. Security Title and Abstract, Inc. is engaged in the business of providing abstracting and titles services for properties located in Hamilton County, Iowa. Webster City Federal Bancorp was formed as the holding company for the Bank on July 1, 1999 pursuant to a plan of reorganization adopted by the Bank and its stockholders. Pursuant to the reorganization, each share of Webster City Federal Savings Bank common stock held by existing stockholders of the Bank was exchanged for a share of common stock of Webster City Federal Bancorp. The reorganization had no financial statement impact and is reflected for all prior periods presented. Approximately 60% of the Company's common stock is owned by WCF Financial M.H.C., a mutual holding company (the "Holding Company"). The remaining 40% of the Company's common stock is owned by the general public including the Bank's Employee Stock Ownership Plan. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES - -------------------------------------------- The consolidated financial statements for the three and six-month periods ended June 30, 2001 and 2000 are unaudited. In the opinion of management of Webster City Federal Bancorp, these financial statements reflect all adjustments, consisting only of normal recurring accruals necessary to present fairly these consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results that may be expected for an entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. Principles of Consolidation - --------------------------- The consolidated financial statements include the accounts of Webster City Federal Bancorp, Security Title and Abstract, Inc., Webster City Federal Savings Bank and its wholly owned subsidiary, WCF Service Corporation, which is engaged in the sales of mortgage life and credit life insurance to the Bank's loan customers. All material inter-company accounts and transactions have been eliminated. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States of America. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses. 3. EARNINGS PER SHARE COMPUTATIONS - ---------------------------------- 2001 - ---- Earnings per share - basic is computed using the weighted average number of common shares outstanding of 1,874,040 and 1,878,675 for the three and six months ended June 30, 2001, respectively, and divided into the net earnings of $265,200 and $554,100 for the three and six months ended June 30, 2001, respectively, resulting in net earnings per share of $.14 and $.29 for the three and six months ended June 30, 2001, respectively. 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 Bank's stock option plan using the average price per share for the period. There were no additional shares for the three and six months ended June 30, 2001, respectively, due to the average price per share being less than the stock option price. Net earnings for the three and six months ended June 30, 2001 were $265,200 and $554,100, respectively, resulting in net earnings per share of $.14 and $.29 for the three and six months ended June 30, 2001, respectively. 2000 - ---- Earnings per share - basic is computed using the weighted average number of common shares outstanding of 1,934,814 and 1,955,529 for the three and six months ended June 30, 2000, respectively, and divided into the net earnings of $349,100 and $669,000 for the three and six months ended June 30, 2000, respectively, resulting in net earnings per share of $.18 and $.34 for the three and six months ended June 30, 2000, respectively. 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 Bank's stock option plan using the average price per share for the period. There were no additional shares for the three and six months ended June 30, 2000, respectively, due to the average price per share being less than the stock option price. Net earnings for the three and six months ended June 30, 2000 were $349,100 and $669,000, respectively, resulting in net earnings per share of $.18 and $.34 for the three and six months ended June 30, 2000, respectively. 4. DIVIDENDS - ------------ On April 18, 2001 the Bancorp declared a cash dividend on its common stock payable on May 23, 2001 to stockholders of record as of May 8, 2001, equal to $.20 per share or approximately $377,750. Of this amount, the payment of approximately $230,000 (representing the dividend payable on 1,150,000 shares owned by WCF Financial, M.H.C., the Bancorp's mutual holding company) was waived by the mutual holding company, resulting in an actual dividend distribution of $147,750. Webster City Federal Bancorp and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations SAFE HARBOR STATEMENT - --------------------- This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Bancorp intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for the purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Bancorp, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Bancorp's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Bancorp and its subsidiaries include, but are not limited to, changes in: interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal polices of the U.S. Government, including polices of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Bancorp's market area and accounting principles, polices and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. FINANCIAL CONDITION - ------------------- Total assets increased by $986,000, or 1.0%, from December 31, 2000 to June 30, 2001. Cash and cash equivalents increased $6.4 million or 103.0%. Loans receivable increased $3.6 million, or 5.2% during the same period. At June 30, 2001, the Bank had no real estate owned. Securities available-for-sale decreased $8.1 million or 70.0% from December 31, 2000 to June 30, 2001, and investment securities held to maturity decreased $1.3 million or 20.3%, from December 31, 2000 to June 30, 2001. The decrease in securities available-for-sale and other investment securities was due to securities being called due to the current rate environment we are in. During the six-month period deposits increased $793,000, or 1.2%. Total stockholders' equity increased by $101,800 to $21.0 million at June 30, 2001 from $20.9 at December 31, 2000 as earnings of $554,100 were offset by two quarterly dividends totaling $299,800 and the repurchase of common stock totaling $310,100. CAPITAL - ------- The Bank's total stockholders' equity increased by $101,800, to $21.0 million at June 30, 2001 from $20.9 million at December 31, 2000. The Office of Thrift Supervision (OTS) requires that the Bank meet certain minimum capital requirements. As of June 30, 2001 the Bank was in compliance with all regulatory capital requirements. The Bank's required, actual and excess capital levels as of June 30, 2001 were as follows: Required % of Actual % of Excess Amount Assets Amount Assets Capital ------ ------ --------- ------ ------- (Dollars in thousands) Tier 1 (Core) Capital $3,844 4.0% $20,497 21.33% $16,653 Risk-based Capital $3,782 8.0% $20,765 43.92% $16,983 LIQUIDITY - --------- OTS regulations require the Bank to maintain an average daily balance of qualified liquid assets (cash, certain time deposits and specified United States government, state or federal agency obligations) equal to a monthly average of not less than 4% of its net withdrawable deposits plus short-term borrowings. At June 30, 2001, the Bank had $18.6 million in assets qualifying for liquidity compared to $18.2 million at December 31, 2000. RESULTS OF OPERATIONS - --------------------- Interest Income. Interest income increased by $24,600 or 1.5% from $1.6 million for the three months ended June 30, 2000 to $1.7 million for the three months ended June 30, 2001. This was the result of a decrease in the average yield on interest-earning assets to 7.07% for the three months ended June 30, 2001 from 7.23% for the three months ended June 30, 2000 offset by an increase in the average balance of interest earning assets of $3.3 million or 3.7% to $93.9 million for the three months ended June 30, 2001 from $90.5 million for the three months ended June 30, 2000. Interest income totaled $3.4 million for the six months ended June 30, 2001 compared to $3.3 million for the six months ended June 30, 2000. This was the result of an increase in the average yield on interest-earning assets to 7.26% for the six months ended June 30, 2001 from 7.25% for the six months ended June 30, 2000 and an increase in the average balance of interest earning assets of $2.7 million or 3.0% to $93.6 million for the six months ended June 30, 2001 from $90.9 million for the six months ended June 30, 2000. Interest on loans for the three months ended June 30, 2001 increased $128,600 or 10.2% compared to the three months ended June 30, 2000. The increase resulted primarily from an increase in total loans outstanding during the period, and an increase in the yields on loans receivable from 7.64% for the three months ended June 30, 2000 to 7.72% for the three months ended June 30, 2001. Interest on loans for the six months ended June 30, 2001 increased $274,000 or 11.0% compared to the six months ended June 30, 2000. The increase resulted primarily from an increase in total loans outstanding during the periods, and an increase in the yields on loans receivable from 7.72% for the six months ended June 30, 2000 to 7.83% for the six months ended June 30, 2001. The increase in the yield on loans receivable was primarily due to higher market rates and adjustable rate loans repricing at a higher rate based on the lagging index used by the Bank. Interest on mortgage-backed securities decreased by $34,800 or 28.7% for the three-month period ended June 30, 2001 as compared to the same period ended June 30, 2000. The decline resulted from a decrease of $1.7 million or 24.4% in the average balance of mortgage-backed securities to $5.3 million for the three months ended June 30, 2001 compared to $7.0 million for three months ended June 30, 2000 and a decrease of 39 basis points in the average yield on mortgage-backed securities to 6.56% for the three months ended June 30, 2001 from 6.95% for the three months ended June 30, 2000. Interest on mortgage-backed securities decreased $50,900 or 20.8% for the six months ended June 30, 2001 compared to same period ended June 30, 2000. The decline resulted from a decrease of $1.6 million or 22.7% in the average balance of mortgage-backed securities to $5.6 million for the six months ended June 30, 2001 compared to $7.2 million for six months ended June 30, 2000 offset by an increase of 16 basis points in the average yield on mortgage-backed securities to 6.97% for the six months ended June 30, 2001 from 6.81% for the six months ended June 30, 2000. Interest on investment securities decreased by $158,300 or 72.7% for the three months ended June 30, 2001 compared to the same period ended June 30, 2000. This was due to a decrease in the average balance of investment securities from $14.9 million for the three months ended June 30, 2000 to $3.8 million for the three months ended June 30, 2001 offset by an increase in the average yield of 44 basis points from 5.84%, for the three months ended June 30, 2000 to 6.28%, for the three months ended June 30, 2001. Interest on investment securities decreased by $213,800 or 48.7% for the six months ended June 30, 2001 as compared to the same period ended June 30, 2000. This was due to a decrease in the average balance of investment securities from $14.9 million for the six months ended June 30, 2000 to $6.9 million for the six months ended June 30, 2001 offset by an increase in the average yield of 62 basis points from 5.89%, for the six months ended June 30, 2000 to 6.51%, for the six months ended June 30, 2001. Interest Expense. Interest expense increased by $109,000, or 13.8%, from $789,400 for the three months ended June 30, 2000 to $898,400 for the three months ended June 30, 2001. Interest expense increased by $229,900 or 14.7%, from $1.6 million for the six months ended June 30, 2000 to $1.8 million for the six months ended June 30, 2001. The increase in interest expense was due to an increase in interest expense on the FHLB advance. The interest expense on the advance increased by $68,800 or 127.0% from $54,200 for the three months ended June 30, 2000 to $123,000 for the three months ended June 30, 2001. The interest expense on the advance increased by $145,500 or 146.9% from $99,100 for the six months ended June 30, 2000 to $244,600 for the six months ended June 30, 2001. The increase was due to additional borrowing from the FHLB. The average interest rate on the advances decreased by 13 basis points from 6.13% for the six months period ended June 30, 2000 to 6.00% for the same period ended June 30, 2001. Net Interest Income. Net interest income before provision for losses on loans decreased by $84,500 or 10.0% from $846,800 for the three months ended June 30, 2000 to $762,400 for the three months ended June 30, 2001. Net interest income decreased by $129,900 or 7.5% for the six months ended June 30, 2001 compared to the same period ended June 30, 2000. The Bank's interest rate spread for the six months ended June 30, 2001 decreased by 54 basis points to 2.11% from 2.65% for the six months ended June 30, 2000. Provision for Losses on Loans. There were no provisions for losses on loans for the three and six months ended June 30, 2001. The Bank had no charge-offs during the six month period ending June 30, 2001. The allowance for losses on loans is based on management's periodic evaluation of the loan portfolio and reflects an amount that, in management's opinion, is adequate to absorb probable losses in the existing portfolio. In evaluating the portfolio, management takes into consideration numerous factors, including current economic conditions, prior loan loss experience, the composition of the loan portfolio, and management's estimate of anticipated credit losses. Non-interest Income. Total non-interest income increased by $39,900 or 60.8% for the three-month period ended June 30, 2001 as compared to the same period ended June 30, 2000. Non-interest income increased $60,000 or 44.3% for the six months ended June 30, 2001 as compared to the same period ended June 30, 2000. The increase was due to additional fees received from the abstracting company which the Company acquired in September 2000, and an increase in loan fees due to an increase in loans originated. Non-interest Expense. Non-interest expense increased $64,900 or 17.8% for the three-month period ended June 30, 2001 compared to the same period ended June 30, 2000. Non-interest expense increased $91,000 or 11.5% for the six-month period ended June 30, 2001 compared to the same period ended June 30, 2000. Compensation and benefit costs increased $18,700 or 8.9% from $211,200 for the three months ended June 30, 2000 to $229,900 for the three month period ended June 30, 2001. Compensation and benefit costs increased by $56,900 or 13.7% from $414,400 for the six months ended June 30, 2000 to $471,300 for the six months ended June 30, 2001. The increases were primarily due to an increase in compensation and addition of three people employed at Security Title and Abstract, Inc. Taxes on Income. Income taxes for the three and six months ended June 30, 2001, decreased to $172,200 and $356,100 from $197,700 and $402,200, respectively for the same periods for 2000. The effective income tax rate for the first six months of 2001was 39.1% compared to 37.6% for the first six months of 2000. Net Earnings. Net earnings totaled $265,200 for the three months ended June 30, 2001 compared to $349,100 for the three months ended June 30, 2000. Net earnings decreased $114,900 or 17.2% to $554,100 for the six-month period ended June 30, 2001 compared to $669,000 for the same period ended June 30, 2000. IMPACT OF NEW ACCOUNTING STANDARDS - ---------------------------------- SFAS No. 140 - ------------ "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" was issued in September 2000, and was adopted by the Company beginning April 1, 2001. It replaces SFAS 125 of the same title. SFAS 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of SFAS 125's provisions without reconsideration. The adoption of SFAS 140 is not expected to have a material impact on the results of operations or financial condition of the Company. SFAS No. 141 & 142 - ------------------ In July 2001, the FASB issued Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FAS Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company is required to adopt the provisions of Statement 141 immediately, and Statement 142 effective January 1, 2002. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized and tested for impairment in accordance with the appropriate pre-Statement 142 accounting requirements prior to the adoption of Statement 142. Because of the extensive effort needed to comply with adopting Statements 141 and 142, it is not practicable to reasonably estimate the impact of adopting these Statements on the Company's financial statements at the date of this report, including whether it will be required to recognize the transitional impairment losses as the cumulative effect of a change in accounting principle. Webster City Federal Bancorp and Subsidiaries 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 of such pending claims or lawsuits. Item 2. Changes in Securities --------------------- None Item 3. Defaults Upon Senior Securities ------------------------------- None Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- The Registrant convened its 2001 Annual Meeting of Stockholders on April 18, 2001. At the meeting the stockholders of the Registrant considered and voted upon: 1. The election of Dr. Carroll E. Haynes and Phyllis A. Murphy as directors for a term of three years and Dr. Leo Moriarty for a term of one year. 2. The ratification of the appointment of KPMG LLP as auditors of the Registrant for the fiscal year ending December 31, 2001. The election of Dr. Carroll E. Haynes, as director was as approved by a vote of 1,735,591 votes in favor, 4,950 withheld and 0 abstaining. The election of Phyllis A. Murphy as director was as approved by a vote of 1,736,091 votes in favor, 4,450 withheld and 0 abstaining. The election of Dr. Leo Moriarty as director was as approved by a vote of 1,736,091 votes in favor, 4,450 withheld and 0 abstaining. The ratification of the engagement of KPMG LLP as auditors was approved by a vote of 1,737,241 votes in favor, 0 opposed and 3,300 abstaining. Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K. -------------------------------- No form 8-K reports were filed during the quarter ended June 30, 2001. Webster City Federal Bancorp and Subsidiaries Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. WEBSTER CITY FEDERAL BANCORP Registrant Date: August 8, 2001 By: /s/Phyllis A. Murphy -------------- -------------------- Phyllis A. Murphy President and Chief Executive Officer Date: August 8, 2001 By: /s/Stephen L. Mourlam -------------- --------------------- Stephen L. Mourlam Exec. Vice President/Chief Financial Officer