UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
|_| TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from __________ to __________
Commission File Number: 0-22140
FIRST MIDWEST FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 42-1406262
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Fifth at Erie, Storm Lake, Iowa 50588
(Address of principal executive offices)
(712) 732-4117
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) 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. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class: Outstanding at February 11, 2004:
Common Stock, $.01 par value 2,503,067 Common Shares
Transitional Small Business Disclosure Format: Yes |_|; No |X|
FIRST MIDWEST FINANCIAL, INC.
FORM 10-Q
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements (unaudited):
Consolidated Balance Sheets
at December 31, 2003 and September 30, 2003 3
Consolidated Statements of Income for the
Three Months Ended December 31, 2003 and 2002 4
Consolidated Statements of Comprehensive Income
for the Three Months Ended December 31, 2003 and 2002 5
Consolidated Statement of Changes in Shareholders'
Equity for the Three Months Ended December 31, 2003 6
Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 2003 and 2002 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosure About Market Risk 19
Item 4. Disclosure Controls and Procedures 21
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 22
Signatures 23
2
Part I. Financial Information
Item 1. Financial Statements
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
December 31, 2003 September 30, 2003
----------------- ------------------
Assets
Cash and due from banks $ 1,448,561 $ 2,090,221
Interest-bearing deposits in other financial institutions -
short-term (cost approximates market value) 12,922,028 7,666,594
------------- -------------
Total cash and cash equivalents 14,370,589 9,756,815
Securities available for sale, amortized cost
of $358,197,044 at December 31, 2003 and
$370,900,230 at September 30, 2003 355,633,909 366,075,033
Loans receivable - net of allowance for loan losses
of $5,066,552 at December 31, 2003 and $4,961,777
at September 30, 2003 366,938,252 349,691,995
Loans held for sale 744,600 1,126,310
Federal Home Loan Bank stock, at cost 11,010,000 10,930,300
Accrued interest receivable 3,575,438 3,932,076
Premises and equipment, net 11,269,465 11,353,365
Foreclosed real estate, net 1,092,094 1,109,338
Bank owned life insurance 11,449,701 11,301,390
Other assets 6,016,141 7,008,505
------------- -------------
Total assets $ 782,100,189 $ 772,285,127
============= =============
Liabilities and Shareholders' Equity
Liabilities
Non-interest bearing demand deposits $ 21,439,904 $ 17,457,662
Savings, NOW and money market demand deposits 134,980,622 119,497,887
Time certificates of deposit 302,690,475 298,597,193
------------- -------------
Total deposits 459,111,001 435,552,742
Advances from Federal Home Loan Bank 219,172,944 223,784,394
Securities sold under agreements to repurchase 46,079,326 57,702,034
Trust preferred securities 10,000,000 10,000,000
Advances from borrowers for taxes and insurance 273,112 268,682
Accrued interest payable 427,765 506,861
Accrued expenses and other liabilities 1,774,320 1,439,615
------------- -------------
Total liabilities 736,838,468 729,254,328
------------- -------------
Shareholders' Equity
Preferred stock, 800,000 shares authorized, no shares
issued or outstanding -- --
Common stock, $.01 par value, 5,200,000 shares authorized,
2,957,999 shares issued, 2,508,067 and 2,493,949 shares outstanding
at December 31, 2003 and September 30, 2003, respectively 29,580 29,580
Additional paid-in capital 20,630,528 20,538,879
Retained earnings - substantially restricted 34,708,823 34,057,741
Accumulated other comprehensive loss (1,608,413) (3,028,762)
Unearned Employee Stock Ownership Plan shares (325,761) (401,676)
Treasury stock, 449,932 and 464,050 common shares, at cost,
at December 31, 2003 and September 30, 2003, respectively (8,173,036) (8,164,963)
------------- -------------
Total Shareholders' Equity 45,261,721 43,030,799
------------- -------------
Total Liabilities and Shareholders' Equity $ 782,100,189 $ 772,285,127
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
3
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
Three Months Ended
December 31,
2003 2002
---------- -----------
Interest and Dividend Income:
Loans receivable, including fees $5,818,757 $ 6,293,636
Securities available for sale 3,151,741 2,604,997
Dividends on Federal Home Loan Bank stock 83,209 54,116
---------- -----------
Total interest and dividend income 9,053,707 8,952,749
Interest Expense:
Deposits 2,414,297 2,800,867
FHLB advances and other borrowings 2,171,612 2,226,316
---------- -----------
Total interest expense 4,585,909 5,027,183
---------- -----------
Net interest income 4,467,798 3,925,566
Provision for loan losses 101,000 175,000
---------- -----------
Net interest income after provision for loan losses 4,366,798 3,750,566
Noninterest income:
Deposit service charges and other fees 334,574 312,464
Gain on sales of loans, net 88,720 285,849
Bank owned life insurance 160,398 174,195
Gain (loss) on sales of securities available for sale, net -- 189,860
Gain (loss) on sales of foreclosed real estate, net 2,013 (2,550)
Brokerage commissions 39,576 18,065
Other income 49,517 35,455
---------- -----------
Total noninterest income 674,798 1,013,338
Noninterest expense:
Employee compensation and benefits 2,262,737 2,096,451
Occupancy and equipment expense 534,851 496,809
Deposit insurance premium 16,226 15,374
Data processing expense 179,923 141,053
Prepayment penalty on FHLB advances -- 226,276
Other expense 566,191 539,233
---------- -----------
Total noninterest expense 3,559,928 3,515,196
---------- -----------
Income before income taxes 1,481,668 1,248,708
Income tax expense 504,726 404,452
---------- -----------
Net income $ 976,942 $ 844,256
========== ===========
Earnings per common share:
Basic $ 0.39 $ 0.34
========== ===========
Diluted $ 0.39 $ 0.34
========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Unaudited)
Three Months Ended
December 31,
2003 2002
---------- ---------
Net income $ 976,942 $ 844,256
Other comprehensive income (loss):
Net change in net unrealized gains and losses on
securities available for sale 2,262,061 (610,192)
Deferred income tax expense (benefit) 841,712 (227,050)
---------- ---------
Total other comprehensive income (loss) 1,420,349 (383,142)
---------- ---------
Total comprehensive income (loss) $2,397,291 $ 461,114
========== =========
5
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders' Equity (Unaudited)
For the Three Months Ended December 31, 2003
Accumulated Unearned
Other Employee
Additional Comprehensive Stock Total
Common Paid-In Retained Income (Loss), Ownership Treasury Shareholders'
Stock Capital Earnings Net of Tax Plan Shares Stock Equity
------- ----------- ----------- ----------- ----------- ----------- -------------
Balance at September 30, 2003 $29,580 $20,538,879 $34,057,741 $(3,028,762) $(401,676) $(8,164,963) $ 43,030,799
Cash dividends declared on common
stock ($0.13 per share) -- -- (325,860) -- -- -- (325,860)
Purchase of 22,428 shares of treasury
stock -- -- -- -- -- (522,572) (522,572)
Issuance of 36,546 common shares from
treasury stock due to exercise of stock
options -- 68,056 -- -- -- 514,499 582,555
Tax benefit from exercise of stock options -- -- -- -- -- -- 0
4,500 common shares committed to be
released under the ESOP -- 23,593 -- -- 75,915 -- 99,508
Net change in net unrealized losses on
securities available for sale, net of
effect of income taxes of $841,712 -- -- -- 1,420,349 -- -- 1,420,349
Net income for the three months ended
December 31, 2003 -- -- 976,942 -- -- -- 976,942
------- ----------- ----------- ----------- --------- ----------- ------------
Balance at December 31, 2003 $29,580 $20,630,528 $34,708,823 $(1,608,413) $(325,761) $(8,173,036) $ 45,261,721
======= =========== =========== =========== ========= =========== ============
The accompanying notes are an integral part of these consolidated financial
statements.
6
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended December 31,
2003 2002
------------- ------------
Cash flows from operating activities:
Net income $ 976,942 $ 844,256
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, amoritization and accretion, net 1,271,537 851,997
Provision for loan losses 101,000 175,000
(Gain) loss on sales of foreclosed real estate, net (2,013) 2,550
(Gain) loss on sales of securities available for sale -- (189,860)
Loss on early extinguishment of FHLB advances -- 226,276
Proceeds from sales of loans held for sale 6,025,078 12,433,704
Originations of loans held for sale (5,643,368) (12,433,704)
Net change in accrued interest receivable 356,638 160,493
Net change in other assets 2,340 (338,267)
Net change in accrued interest payable (79,096) (193,478)
Net change in accrued expenses and other liabilities 334,705 1,049,031
------------- ------------
Net cash from operating activities 3,343,763 2,587,998
Cash flows from investing activities:
Purchase of securities available for sale (15,262,500) (98,996,573)
Proceeds from sales of securities available for sale -- 2,102,500
Proceeds from maturities and principal repayments of
securities available for sale 26,998,771 40,197,035
Net change in loans receivable (771,310) 4,576,781
Loans purchased (16,571,299) (3,336,184)
Proceeds from sales of foreclosed real estate 27,647 15,050
Purchase of FHLB stock (79,700) (189,500)
Purchase of premises and equipment, net (134,252) (507,487)
------------- ------------
Net cash used in investing activities (5,792,643) (56,138,378)
Cash flows from financing activities:
Net change in noninterest-bearing demand, savings, NOW, and
money market demand deposits 19,464,977 29,692,406
Net change in other time deposits 4,093,282 (2,829,731)
Proceeds from advances from Federal Home Loan Bank 590,515,000 --
Repayments of advances from Federal Home Loan Bank (595,126,450) (3,121,754)
Net change in securities sold under agreements to repurchase (11,622,708) 40,311,891
Net change in advances from borrowers for taxes and insurance 4,430 2,195
Cash dividends paid (325,860) (320,945)
Proceeds from the exercise of stock options 582,555 --
Purchase of treasury stock (522,572) --
------------- ------------
Net cash from financing activities 7,062,654 63,734,062
------------- ------------
Net change in cash and cash equivalents 4,613,774 10,183,682
Cash and cash equivalents at beginning of period 9,756,815 7,376,434
------------- ------------
Cash and cash equivalents at end of period $ 14,370,589 $ 17,560,116
============= ============
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 4,665,005 $ 5,220,661
============= ============
Income taxes 10,500 7,895
============= ============
Supplemental schedule of non-cash investing and financing activities:
Loans transferred to foreclosed real estate $ 8,389 $ 132,037
============= ============
The accompanying notes are an integral part of these consolidated financial
statements.
7
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by First Midwest Financial, Inc. ("First
Midwest" or the "Company") and its consolidated subsidiaries, First
Federal Savings Bank of the Midwest ("First Federal"), Security State Bank
("Security"), First Services Trust Company, First Services Financial
Limited and Brookings Service Corporation, for interim reporting are
consistent with the accounting policies followed for annual financial
reporting. All adjustments that, in the opinion of management, are
necessary for a fair presentation of the results for the periods reported
have been included in the accompanying unaudited consolidated financial
statements, and all such adjustments are of a normal recurring nature. The
accompanying financial statements do not purport to contain all the
necessary financial disclosures required by generally accepted accounting
principles that might otherwise be necessary in the circumstances and
should be read in conjunction with the Company's consolidated financial
statements, and notes thereto, for the year ended September 30, 2003.
2. EARNINGS PER SHARE
Basic earnings per share is based on net income divided by the weighted
average number of shares outstanding during the period. Diluted earnings
per share shows the dilutive effect of additional common shares issuable
under stock options.
A reconciliation of the numerators and denominators used in the basic
earnings per common share and the diluted earnings per common share
computations for the three months ended December 31, 2003 and 2002 is
presented below.
Three Months Ended
December 31,
------------
2003 2002
--------- ---------
Basic Earnings Per Common Share:
Numerator:
Net Income $ 976,942 $ 844,256
========= =========
Denominator:
Weighted average common shares
outstanding 2,501,845 2,468,804
Less: Weighted average unallocated
ESOP shares (22,263) (4,087)
--------- ---------
Weighted average common shares
outstanding for basic earnings
per share 2,479,582 2,464,717
========= =========
Basic earnings per common share $ 0.39 $ 0.34
========= =========
8
Three Months Ended
December 31,
------------
2003 2002
--------- ---------
Diluted Earnings Per Common Share:
Numerator:
Net Income $ 976,942 $ 844,256
========= =========
Denominator:
Weighted average common shares
outstanding for basic earnings per
common share 2,479,582 2,464,717
Add: Dilutive effects of assumed
exercise of stock options, net
of tax benefits 54,778 26,889
--------- ---------
Weighted average common and
dilutive potential common shares
Outstanding 2,534,360 2,491,606
========= =========
Diluted earnings per common share $ 0.39 $ 0.34
========= =========
3. COMMITMENTS
At December 31, 2003 and September 30, 2003, the Company had outstanding
commitments to originate and purchase loans totaling $56.0 million and
$63.4 million, respectively, excluding undisbursed portions of loans in
process. It is expected that outstanding loan commitments will be funded
with existing liquid assets.
4. INTANGIBLE ASSETS
As of December 31, 2003 and September 30, 2003 the Company had intangible
assets of $3,403,019, all of which has been determined to be goodwill.
There was no goodwill impairment loss or amortization related to goodwill
during the three-month periods ended December 31, 2003 and 2002.
5. CURRENT ACCOUNTING DEVELOPMENTS
FIN No. 46, Consolidation of Variable Interest Entities, an interpretation
of Accounting Research Bulletin No, 51, establishes accounting guidance
for consolidation of variable interest entities (VIE) that function to
support the activities of the primary beneficiary. Prior to the
implementation of FIN 46, VIEs were generally consolidated by an
enterprise when the enterprise had a controlling financial interest
through ownership of a majority of voting interest in the entity. The
provisions of FIN 46 were effective immediately for all arrangements
entered into after January 31, 2003. For existing VIEs, the implementation
date of FIN 46 is the first period ending after December l5, 2003.
The Company adopted FIN 46 in connection with its consolidated financial
statements beginning October 1, 2003. As revised, FIN 46 requires the
Company to deconsolidate its investment in First Midwest Capital Trust I
in future financial statements. The Company intends to deconsolidate First
Midwest Capital Trust I effective for the quarter ending March 31, 2004.
This deconsolidation affects only balance sheet presentation, and will not
affect the results of operations or shareholders' equity.
9
In July 2003, the Board of Governors of the Federal Reserve System
("Federal Reserve") issued a supervisory letter instructing bank holding
companies, such as the Company, to continue to include the trust preferred
securities in their Tier I capital for regulatory purposes until notice is
given to the contrary. The Federal Reserve intends to review the
regulatory implications of any accounting treatment changes and, if
necessary or warranted, provide further appropriate guidance. There can be
no assurance whether, or to what extent, the Federal Reserve will continue
to permit institutions to include trust preferred securities in Tier I
capital for regulatory capital purposes. As of December 31, 2003, assuming
the Company was not permitted to include the $10 million in trust
preferred securities issued by First Midwest Financial Capital Trust I in
its Tier I capital, the Company would still exceed the regulatory required
minimums for capital adequacy purposes. Should the trust preferred
securities no longer be permitted to be included in Tier I capital, the
Company would also be permitted to redeem the capital securities, which
bear interest at 4.9%, without penalty.
The interpretations of FIN 46 and its application to various transaction
types and structures are evolving. Management continuously monitors
emerging issues related to FIN 46, some of which could potentially impact
the Company's financial statements.
The Accounting Standards Executive Committee has issued Statement of
Position (SOP) 03-3 "Accounting for Certain Loans or Debt Securities
Acquired in a Transfer". This Statement applies to all loans acquired in a
transfer, including those acquired in the acquisition of a bank or a
branch, and provides that such loans be accounted for at fair value with
no allowance for loan losses, or other valuation allowance, permitted at
the time of acquisition. The difference between cash flows expected at the
acquisition date and the investment in the loan should be recognized as
interest income over the life of the loan. If contractually required
payments for principal and interest are less than expected cash flows,
this amount should not be recognized as a yield adjustment, a loss
accrual, or a valuation allowance. For the Company this Statement is
effective for fiscal year 2006 and, early adoption, although permitted, is
not planned. No significant impact is expected on the consolidated
financial statements at the time of adoption.
6. STOCK OPTION PLAN
FASB Statement No. 123, Accounting for Stock-Based Compensation,
establishes a fair value based method for financial accounting and
reporting for stock-based employee compensation plans and for transactions
in which an entity issues its equity instruments to acquire goods and
services from nonemployees. However, the standard allows compensation to
continue to be measured by using the intrinsic value based method of
accounting prescribed by APB No. 25, Accounting for Stock Issued to
Employees, but requires expanded disclosures. The Company has elected to
apply the intrinsic value based method of accounting for stock options
issued to employees. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the Company
stock at the date of grant over the amount an employee must pay to acquire
the stock.
Had compensation cost for the Plan been determined based on the grant date
fair values of awards (the method described in FASB Statement No. 123),
the approximate reported income and earnings per common share would have
been decreased to the pro forma amounts shown below:
10
Three Months Ended
December 31,
------------
2003 2002
--------- ---------
Net income, as reported $ 976,942 $ 844,256
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects (5,814) (3,947)
--------- ---------
Pro forma net income $ 971,128 $ 840,309
========= =========
Earnings per common share - basic:
As reported $ .39 $ .34
Pro forma $ .39 $ .34
Earnings per common share - diluted:
As reported $ .39 $ .34
Pro forma $ .38 $ .34
11
Part I. Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FIRST MIDWEST FINANCIAL, INC.
AND SUBSIDIARIES
GENERAL
First Midwest Financial, Inc. ("First Midwest" or the "Company") is a bank
holding company whose primary assets are First Federal Savings Bank of the
Midwest ("First Federal") and Security State Bank ("Security"). The Company was
incorporated in 1993 as a unitary non-diversified savings and loan holding
company and, on September 20, 1993, acquired all of the capital stock of First
Federal in connection with First Federal's conversion from mutual to stock form
of ownership. On September 30, 1996, the Company became a bank holding company
in conjunction with the acquisition of Security.
The following discussion focuses on the consolidated financial condition of the
Company and its subsidiaries, at December 31, 2003, compared to September 30,
2003, and the consolidated results of operations for the three months ended
December 31, 2003, compared to the same period in 2002. This discussion should
be read in conjunction with the Company's consolidated financial statements, and
notes thereto, for the year ended September 30, 2003.
FINANCIAL CONDITION
Total assets increased by $9.8 million, or 1.3%, to $782.1 million at December
31, 2003, from $772.3 million at September 30, 2003.
The portfolio of securities available for sale decreased $10.4 million, or 2.9%,
to $355.6 million at December 31, 2003, from $366.1 million at September 30,
2003. The decrease reflects $27.0 million of maturities and principal
repayments, which were partially offset by $15.3 million of purchases and by the
change in market value of securities available for sale.
The portfolio of net loans receivable increased by $17.2 million, or 4.9%, to
$366.9 million at December 31, 2003, from $349.7 million at September 30, 2003.
The increase reflects increased origination of commercial and multi-family real
estate loans on existing and newly constructed properties and by increased
origination and purchase of commercial business loans. The increase was
partially offset by a reduction in conventional one to four family residential
mortgage loans, and by a reduction in agricultural business loans, as existing
originated and purchased loans were repaid in amounts greater than new
originations retained in portfolio during the period.
Deposit balances increased by $23.6 million, or 5.4%, to $459.1 million at
December 31, 2003, from $435.5 million at September 30, 2003. The increase in
deposit balances resulted from increases in checking accounts, money market
demand accounts and certificates of deposit in the amounts of $8.3 million,
$11.6 million and $4.1 million, respectively. These increases were partially
offset by a $505,000 decrease in savings accounts.
The balance in advances from the Federal Home Loan Bank of Des Moines (FHLB)
decreased by $4.6 million, or 2.1%, to $219.2 million at December 31, 2003 from
$223.8 million at September 30, 2003. The balance in securities sold under
agreements to repurchase decreased by $11.6 million, or 20.1%, to $46.1 million
at December 31, 2003 from $57.7 million at September 30, 2003. The decrease in
advances from the FHLB and in securities sold under agreements to repurchase
reflects the replacement of borrowed funds through deposit growth during the
quarter.
12
Total shareholders' equity increased $2.2 million, or 5.2%, to $45.2 million at
December 31, 2003 from $43.0 million at September 30, 2003. The increase in
shareholders' equity reflects earnings of $977,000 during the period and a
decrease, in accordance with SFAS 115, of $1.4 million in unrealized loss, net
of income tax, on securities available for sale. These increases were partially
offset by the payment of a cash dividend to shareholders.
NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES
Generally, when a loan becomes delinquent 90 days or more, or when the
collection of principal or interest becomes doubtful, the Company will place the
loan on non-accrual status and, as a result of this action, previously accrued
interest income on the loan is taken out of current income. The loan will remain
on non-accrual status until the loan has been brought current, or until other
circumstances occur that provide adequate assurance of full repayment of
interest and principal.
At December 31, 2003, the Company had loans delinquent 30 days and over totaling
$6.9 million, or 1.9% of total loans compared to $2.0 million, or 0.6%, of total
loans at September 30, 2003. The Company's increase in delinquent (and
nonperforming) loans relates entirely to one $5.0 million purchased loan
participation secured by a 102 unit assisted living facility in Sun City,
Arizona. Lease up was slower than expected, but is trending positively. The loan
was current through its September 30, 2003 maturity. The lead lender and the
borrower have been negotiating an extension of the note, but they have been
unable to reach an agreement on the terms for the extension. If an extension
agreement is not reached soon, the lead lender will initiate legal action
against the borrower and guarantors.
At December 31, 2003, commercial and multi-family real estate loans delinquent
30 days and over totaled $5.8 million, or 1.6% of the total loan portfolio as
compared to $417,000, or 0.1% of total loans at September 30, 2003. This
increase is due to the $5.0 million loan described in the preceding paragraph.
Multi-family and commercial real estate loans generally present a higher level
of risk than loans secured by one-to-four family residences. This greater risk
is due to several factors, including the concentration of principal in a limited
number of loans and borrowers, the effect of general economic conditions on
income producing properties and the increased difficulty of evaluating and
monitoring these types of loans. These loans are being closely monitored by
management, however, there can be no assurance that all loans will be fully
collectible.
At December 31, 2003, agricultural operating loans delinquent 30 days and over
totaled $510,000, or 0.1% of the total loan portfolio as compared to $291,000,
or 0.1% of total loans at September 30, 2003. Agricultural lending involves a
greater degree of risk than one-to-four family residential mortgage loans
because of the typically larger loan amounts. In addition, payments on loans are
dependent on the successful operation or management of the farm property
securing the loan or for which an operating loan is utilized. The success of the
loan may also be affected by factors outside the control of the agricultural
borrower, such as the weather and grain and livestock prices. Although
management believes the Company's portfolio of agricultural real estate and
operating loans is well structured and adequately secured, there can be no
assurance that all loans will be fully collectible.
The table below sets forth the amounts and categories of non-performing assets
in the Company's loan portfolio. The Company's restructured loans (which
involved forgiving a portion of the interest or principal on the loan or making
loans at a rate materially less than market rates) are included in the table and
were performing as agreed at the date shown. Foreclosed assets include assets
acquired in settlement of loans.
13
December 31, 2003 September 30, 2003
----------------- ------------------
(Dollars in Thousands)
Non-accruing loans:
One-to four family $ 54 $ 156
Commercial and multi-family 5,417 --
Agricultural real estate -- --
Consumer 39 17
Agricultural operating 289 291
Commercial business 124 126
--------- ---------
Total non-accruing loans 5,923 1,007
Accruing loans delinquent 90 days or more -- --
--------- ---------
Total non-performing loans 5,923 1,007
--------- ---------
Restructured loans:
Consumer -- --
Agricultural operating 26 28
Commercial business 31 31
--------- ---------
Total restructured loans 57 59
--------- ---------
Foreclosed assets:
One-to four family -- --
Commercial real estate 889 912
Consumer 10 4
Agricultural operating -- --
Commercial business 193 193
--------- ---------
Total foreclosed assets 1,092 1,109
Less: Allowance for losses -- --
--------- ---------
Total foreclosed assets, net 1,092 1,109
--------- ---------
Total non-performing assets $ 7,072 $ 2,175
========= =========
Total as a percentage of total assets 0.90% 0.28%
========= =========
Classified Assets. Federal regulations provide for the classification of loans
and other assets as "substandard", "doubtful" or "loss", based on the level of
weakness determined to be inherent in the collection of the principal and
interest. When loans are classified as either substandard or doubtful, the
Company may establish general allowances for loan losses in an amount deemed
prudent by management. General allowances represent loss allowances which have
been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem loans. When assets are classified as loss, the Company is
required either to establish a specific allowance for loan losses equal to 100%
of that portion of the loan so classified, or to charge-off such amount. The
Company's determination as to the classification of its loans and the amount of
its allowances for loan losses are subject to review by its regulatory
authorities, whom may require the establishment of additional general or
specific allowances for loan losses.
On the basis of management's review of its loans and other assets, at December
31, 2003, the Company had classified a total of $8.4 million of its assets as
substandard, $57,000 as doubtful and none as loss as compared to classifications
at September 30, 2003 of $9.5 million substandard, $33,000 doubtful and none as
loss.
14
Allowance for Loan Losses. The Company establishes its provision for loan
losses, and evaluates the adequacy of its allowance for loan losses based upon a
systematic methodology consisting of a number of factors including, among
others, historic loss experience, the overall level of non-performing loans, the
composition of its loan portfolio and the general economic environment within
which the Bank and its borrowers operate.
Current economic conditions in the agricultural sector of the Company's market
area are stable due to generally higher commodity prices. Price levels for grain
crops and livestock generally improved during 2003 and are currently at levels
that present minimal concern. The agricultural economy is accustomed to
commodity price fluctuations and is generally able to handle such fluctuations
without significant problem. Many areas served by the Company experienced
abnormally dry growing conditions during 2003, which resulted in reduced yields.
The impact of reduced yield was substantially offset by higher commodity prices.
Although the Company underwrites its agricultural loans based on normal
expectations for commodity prices and yields, an extended period of low
commodity prices or adverse growing conditions could result in weakness in the
agricultural loan portfolio and could create a need for the Company to increase
its allowance for loan losses through increased charges to the provision for
loan losses.
At December 31, 2003, the Company has established an allowance for loan losses
totaling $5.1 million. The allowance represented approximately 85.5% of the
total non-performing loans at December 31, 2003, while the allowance at
September 30, 2003 represented approximately 492.8% of the total non-performing
loans at that date.
The following table sets forth an analysis of the activity in the Company's
allowance for loan losses for the three-month periods ended December 31, 2003
and December 31, 2002:
2003 2002
---- ----
(In Thousands)
Balance, September 30, $4,962 $4,693
Charge-offs -- (48)
Recoveries 4 15
Additions charged to operations 101 175
------ ------
Balance, December 31, $5,067 $4,835
====== ======
The allowance for loan losses reflects management's best estimate of probable
losses inherent in the portfolio based on currently available information.
Future additions to the allowance for loan losses may become necessary based
upon changing economic conditions, increased loan balances or changes in the
underlying collateral of the loan portfolio.
CRITICAL ACCOUNTING POLICY
The Company's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America. The financial
information contained within these statements is, to a significant extent,
financial information that is based on approximate measures of the financial
effects of transactions and events that have already occurred. Based on its
consideration of accounting policies that involve the most complex and
subjective decisions and assessments, management has identified its most
critical accounting policy to be that related to the allowance for loan losses.
The Company's allowance for loan loss methodology incorporates a variety of risk
considerations, both quantitative and qualitative in establishing an allowance
for loan loss that management believes is appropriate at each reporting date.
Quantitative factors include the Company's historical loss experience,
delinquency and charge-off trends, collateral values, changes in nonperforming
loans, and other factors. Quantitative factors also incorporate known
information about individual loans, including
15
borrowers' sensitivity to interest rate movements. Qualitative factors include
the general economic environment in the Company's markets, including economic
conditions throughout the Midwest and in particular, the state of certain
industries. Size and complexity of individual credits in relation to loan
structure, existing loan policies and pace of portfolio growth are other
qualitative factors that are considered in the methodology. As the Company adds
new products and increases the complexity of its loan portfolio, it will enhance
its methodology accordingly. Management may report a materially different amount
for the provision for loan losses in the statement of operations to change the
allowance for loan losses if its assessment of the above factors were different.
This discussion and analysis should be read in conjunction with the Company's
financial statements and the accompanying notes presented elsewhere herein, as
well as the portion of this Management's Discussion and Analysis section
entitled "Nonperforming Assets and Allowance for Loan Losses." Although
management believes the levels of the allowance as of both December 31, 2003 and
September 30, 2003 were adequate to absorb losses inherent in the loan
portfolio, a decline in local economic conditions, or other factors, could
result in increasing losses that cannot be reasonably predicted at this time.
RESULTS OF OPERATIONS
General. For the three months ended December 31, 2003, the Company recorded net
income of $977,000 compared to net income of $844,000 for the same period in
2002, an increase of 15.8%. The increase in net income reflects an increase in
net interest income and a decrease in provision for loan losses, which were
partially offset by a decrease in noninterest income and increases in
noninterest expense and income tax expense.
Net Interest Income. Net interest income increased by $544,000, or 13.8%, to
$4.5 million for the three months ended December 31, 2003 from $3.9 million for
the same period in 2002. The increase in net interest income includes an
increase in total interest income of $103,000, or 1.1%, and a decrease in total
interest expense of $441,000, or 8.8%, for the 2003 period compared to the 2002
period. The increase in total interest income reflects a $141.2 million increase
in the average balance of interest earning assets and a decrease in the net
yield on average earning assets between the comparable periods. The net yield on
average earning assets decreased to 4.82% for the quarter ended December 31,
2003 from 5.87% for the same period in 2002. The decrease in total interest
expense reflects a $145.0 million increase in the average balance of
interest-bearing liabilities and a decrease in the net yield on average bearing
liabilities between the comparable periods. The net yield on average interest
bearing liabilities decreased to 2.49% for the quarter ended December 31, 2003
from 3.39% for the same period in 2002.
Provision for Loan Losses. For the three-month period ended December 31, 2003,
the provision for loan losses was $101,000 compared to $175,000 for the same
period in 2002, a decrease of 42.3%. Management believes that, based on a detail
review of the loan portfolio, historic loan losses, current economic conditions,
and other factors, the current level of provision for loan losses, and the
resulting level of the allowance for loan losses, reflects an adequate allowance
against probable losses from the loan portfolio.
Noninterest Income. Noninterest income decreased $339,000, or 33.4%, to $675,000
for the three months ended December 31, 2003 from $1.0 million the same period
in 2002. The decrease in noninterest income primarily reflects a decrease in
gain on sales of securities available for sale and a decrease in gain on sale of
loans between the comparable periods, which were partially offset by increases
in commissions received through the Company's brokerage subsidiary and in
service charges.
Noninterest Expense. Noninterest expense increased $45,000, or 1.3%, to $3.6
million for the three months ended December 31, 2003, from $3.5 million for the
same period in 2002. The increase in
16
noninterest expense primarily reflects increases in personnel, office occupancy
and marketing costs in the 2003 period compared to the 2002 period. A portion of
these increases were the result of a full period of costs incurred in the
operation of the Company's facility in Urbandale, Iowa during 2003, as compared
to costs for a part of period during 2002. These increases were partially offset
by a $226,000 prepayment penalty resulting from the early extinguishment of FHLB
advances during the 2002 period, which did not recur during the 2003 period.
Income Tax Expense. Income tax expense increased $101,000, or 24.8%, to $505,000
for the three months ended December 31, 2003, from $404,000 for the same period
in 2002. The increase reflects the increase in the level of taxable income
between the comparable periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, borrowings, principal and
interest payments on loans, investments and mortgage-backed securities, and
funds provided by operations. While scheduled payments on loans, mortgage-backed
securities and short-term investments are relatively predictable sources of
funds, deposit flows and early loan repayments are greatly influenced by general
interest rates, economic conditions and competition.
The Company uses its capital resources principally to meet ongoing commitments
to fund maturing certificates of deposits and loan commitments, to maintain
liquidity, and to meet operating expenses. At December 31, 2003, the Company had
commitments to originate and purchase loans totaling $56.0 million. The Company
believes that loan repayment and other sources of funds will be adequate to meet
its foreseeable short- and long-term liquidity needs.
Regulations require First Federal and Security to maintain minimum amounts and
ratios of total risk-based capital and Tier 1 capital to risk-weighted assets,
and a leverage ratio consisting of Tier 1 capital to average assets. The
following table sets forth First Federal's and Security's actual capital and
required capital amounts and ratios at December 31, 2003 which, at that date,
exceeded the capital adequacy requirements:
Minimum Requirement
To Be Well
Minimum Requirement Capitalized Under
For Capital Adequacy Prompt Corrective
Actual Purposes Action Provisions
------ -------- -----------------
At December 31, 2003 Amount Ratio Amount Ratio Amount Ratio
- -------------------- ------ ----- ------ ----- ------ -----
(Dollars in Thousands)
Total Capital (to risk weighted assets):
First Federal $51,600 11.6% $35,662 8.0% $44,577 10.0%
Security 4,666 15.2 2,463 8.0 3,078 10.0
Tier 1 (Core) Capital (to risk weighted assets):
First Federal 46,744 10.5 17,831 4.0 26,746 6.0
Security 4,381 14.2 1,231 4.0 1,847 6.0
Tier 1 (Core) Capital (to adjusted total assets):
First Federal 46,744 6.6 28,469 4.0 35,586 5.0
Security 4,381 6.5 2,716 4.0 3,395 5.0
Tier 1 (Core) Capital (to average assets):
First Federal 46,744 6.5 28,529 4.0 35,662 5.0
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)
established five regulatory capital categories and authorized the banking
regulators to take prompt corrective action with respect to institutions in an
undercapitalized category. At December 31, 2003, First Federal and Security
exceeded minimum requirements for the well-capitalized category.
17
Forward-Looking Statements
The Company, and its wholly-owned subsidiaries, First Federal and Security, may
from time to time make written or oral "forward-looking statements," including
statements contained in its filings with the Securities and Exchange Commission,
in its reports to shareholders, and in other communications by the Company,
which are made in good faith by the Company pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to the
Company's beliefs, expectations, estimates, and intentions, that are subject to
significant risks and uncertainties, and are subject to change based on various
factors, some of which are beyond the Company's control. Such statements address
the following subjects: future operating results; customer growth and retention;
loan and other product demand; earnings growth and expectations; new products
and services; credit quality and adequacy of reserves; technology; and our
employees. The following factors, among others, could cause the Company's
financial performance to differ materially from the expectations, estimates, and
intentions expressed in such forward-looking statements: the strength of the
United States economy in general and the strength of the local economies in
which the Company conducts operations; the effects of, and changes in, trade,
monetary, and fiscal policies and laws, including interest rate policies of the
Federal Reserve Board; inflation, interest rate, market, and monetary
fluctuations; the timely development of and acceptance of new products and
services of the Company and the perceived overall value of these products and
services by users; the impact of changes in financial services' laws and
regulations; technological changes; acquisitions; changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.
The foregoing list of factors is not exclusive. Additional discussion of factors
affecting the Company's business and prospects is contained in the Company's
periodic filings with the SEC. The Company does not undertake, and expressly
disclaims any intent or obligation, to update any forward-looking statement,
whether written or oral, that may be made from time to time by or on behalf of
the Company.
18
Part I. Financial Information
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Market Risk
The Company is exposed to the impact of interest rate changes and changes in the
market value of its investments.
The Company currently focuses lending efforts toward originating and purchasing
competitively priced adjustable-rate loan products and fixed-rate loan products
with relatively short terms to maturity. This allows the Company to maintain a
portfolio of loans that will be sensitive to changes in the level of interest
rates while providing a reasonable spread to the cost of liabilities used to
fund the loans.
The Company's primary objective for its investment portfolio is to provide the
liquidity necessary to meet loan funding needs. This portfolio is used in the
ongoing management of changes to the Company's asset/liability mix, while
contributing to profitability through earnings flow. The investment policy
generally calls for funds to be invested among various categories of security
types and maturities based upon the Company's need for liquidity, desire to
achieve a proper balance between minimizing risk while maximizing yield, the
need to provide collateral for borrowings, and to fulfill the Company's
asset/liability management goals.
The Company's cost of funds responds to changes in interest rates due to the
relatively short-term nature of its deposit portfolio. Consequently, the results
of operations are generally influenced by the level of short-term interest
rates. The Company offers a range of maturities on its deposit products at
competitive rates and monitors the maturities on an ongoing basis.
The Company emphasizes and promotes its savings, money market, demand and NOW
accounts and, subject to market conditions, certificates of deposit with
maturities of six months through five years, principally from its primary market
area. The savings and NOW accounts tend to be less susceptible to rapid changes
in interest rates.
In managing its asset/liability mix, the Company, at times, depending on the
relationship between long- and short-term interest rates, market conditions and
consumer preference, may place somewhat greater emphasis on maximizing its net
interest margin than on strictly matching the interest rate sensitivity of its
assets and liabilities. Management believes that the increased net income which
may result from an acceptable mismatch in the actual maturity or repricing of
its asset and liability portfolios can, during periods of declining or stable
interest rates, provide sufficient returns to justify the increased exposure to
sudden and unexpected increases in interest rates which may result from such a
mismatch. The Company has established limits, which may change from time to
time, on the level of acceptable interest rate risk. There can be no assurance,
however, that in the event of an adverse change in interest rates the Company's
efforts to limit interest rate risk will be successful.
Net Portfolio Value The Company uses a Net Portfolio Value ("NPV") approach to
the quantification of interest rate risk. This approach calculates the
difference between the present value of expected cash flows from assets and the
present value of expected cash flows from liabilities, as well as cash flows
from off-balance-sheet contracts. Management of the Company's assets and
liabilities is performed within the context of the marketplace, but also within
limits established by the Board of Directors on the amount of change in NPV that
is acceptable given certain interest rate changes.
Presented below, as of December 31, 2003 and September 30, 2003, is an analysis
of the Company's interest rate risk as measured by changes in NPV for an
instantaneous and sustained parallel shift in the yield curve, in 100 basis
point increments, up and down 200 basis points. As illustrated in the table,
19
the Company's NPV at December 31, 2003 and September 30, 2003 was more sensitive
to increasing interest rates than to decreasing interest rates. When market
interest rates increase, the market value of fixed rate mortgage loans and fixed
rate mortgage-backed securities decline due to both the rate increase and the
related slowing of loan prepayment levels. During the last two quarters of
calendar 2003, market interest rates increased and prepayment speeds slowed,
resulting in an increase in NPV sensitivity to rising rates. Management, in
order to offset this increase in sensitivity, began to increase the Company's
use of longer term borrowed funds, the proceeds of which were used to repay
shorter term borrowed funds. In addition, management limited purchases of
mortgage-backed securities and continued to originate shorter term commercial
and consumer loans. Management closely monitors the Company's interest rate
sensitivity.
Change in Interest Rates Board Limit At December 31, 2003 At September 30, 2003
(Basis Points) % Change $ Change % Change $ Change % Change
------------------------ ----------- -------- -------- -------- --------
(Dollars in Thousands)
+200 bp (40)% $(8,219) (23)% $(6,062) (19)%
+100 bp (25) (3,618) (10) (2,451) (8)
0 bp -- -- -- -- --
-100 bp (10) 2,612 7 1,085 3
-200 bp (15) 3,925 11 925 3
Certain shortcomings are inherent in the method of analysis presented in the
foregoing table. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different degrees
to changes in market interest rates. Also, the interest rates on certain types
of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets such as adjustable-rate mortgage loans, have
features which restrict changes in interest rates on a short-term basis and over
the life of the asset. Further, in the event of a change in interest rates,
prepayments and early withdrawal levels would likely deviate from those assumed
in calculating the tables. Finally, the ability of some borrowers to service
their debt may decrease in the event of an interest rate increase. The Company
considers all of these factors in monitoring its exposure to interest rate risk.
20
Part I. Financial Information
Item 4. Disclosure Controls and Procedures
Disclosure Controls and Procedures
Any control system, no matter how well designed and operated, can provide only
reasonable (not absolute) assurance that its objectives will be met.
Furthermore, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, have been detected.
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(Exchange Act)) as of the end of the period covered by this report. Based on
such evaluation, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the Company's
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act.
Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
21
FIRST MIDWEST FINANCIAL, INC.
PART II - OTHER INFORMATION
FORM 10-Q
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
31.1 Section 302 certification of Chief Executive Officer.
31.2 Section 302 certification of Chief Financial Officer.
32.1 Section 906 certification of Chief Executive Officer.
32.2 Section 906 certification of Chief Financial Officer.
(b) Reports on Form 8-K:
On October 8, 2003, the Company filed a report on Form 8-K stating
under Item 5 that the Company had, on October 6, 2003, issued a
press release announcing the sale of its branch office in Manson,
Iowa.
On October 27, 2003, the Company furnished a report on Form 8-K
stating under Item 9 that the Company had, on October 24, 2003,
issued a press release announcing its earnings for the quarter and
year ended September 30, 2003.
On January 12, 2004, the Company filed a report on Form 8-K stating
under Item 5 that the Company had, on January 9, 2004, issued two
press releases. The first announced the appointment of a new Chief
Financial Officer, and the second announced the completion of the
sale of the Company's branch office in Manson, Iowa.
On January 21, 2004, the Company furnished a report on Form 8-K
stating under Item 12 that the Company had, on January 20, 2004,
issued a press release announcing its earnings for the quarter ended
December 31, 2003.
All other items have been omitted as not required or not applicable under the
instructions.
22
FIRST MIDWEST FINANCIAL, INC.
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.
FIRST MIDWEST FINANCIAL, INC.
Date: February 17, 2004 By: /s/ James S. Haahr
---------------------------------------------
James S. Haahr, Chairman of the Board,
and Chief Executive Officer
Date: February 17 2004 By: /s/ Ronald J. Walters
---------------------------------------------
Ronald J. Walters, Senior Vice President,
Secretary, Treasurer and Chief Financial
Officer
23