UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[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, 2005
[ ] 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 0-27672
NORTH CENTRAL BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa 42-1449849
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I. R. S. Employer
Incorporation or Organization) Identification Number)
825 Central Avenue Fort Dodge, Iowa 50501
-----------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (515) 576-7531
None
----
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.
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 July 31, 2005
- --------------------------------------------------------------------------------
Common Stock, $.01 par value 1,534,340
<Page>
NORTH CENTRAL BANCSHARES, INC.
INDEX
Page
Part I. Financial Information
Item 1. Consolidated Condensed
Financial Statements (Unaudited) 1 to 3
Consolidated Condensed Statements of
Financial Condition at June 30, 2005
and December 31, 2004 1
Consolidated Condensed Statements of
Income for the three and six months ended
June 30, 2005 and 2004 2
Consolidated Condensed Statements of
Cash Flows for the six months ended
June 30, 2005 and 2004 3
Notes to Consolidated Condensed Financial
Statements 4 to 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 7 to 15
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 15
Item 4. Controls and Procedures 15
Part II. Other Information
Items 1 through 6 16 & 17
Signatures 18
Exhibits
<Page>
PART I. FINANCIAL INFORMATION
ITEM 1.
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
<Table>
<Caption>
June 30, December 31,
2005 2004
------------- -------------
ASSETS
Cash and due from banks:
Interest-bearing $ 7,109,063 $ 4,947,731
Noninterest-bearing 2,882,124 2,970,448
Securities available-for-sale 22,006,419 23,106,271
Loans receivable, net 423,003,593 407,316,318
Loans held for sale 815,679 904,127
Accrued interest receivable 2,013,973 1,953,605
Foreclosed real estate 819,146 1,079,257
Premises and equipment, net 10,822,964 9,889,737
Rental real estate 2,742,554 2,809,888
Title plant 925,256 925,256
Goodwill 4,970,800 4,970,800
Deferred taxes 735,059 1,102,612
Prepaid expenses and other assets 855,605 758,729
------------- -------------
Total assets $ 479,702,235 $ 462,734,779
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 331,615,834 $ 316,333,731
Borrowed funds 100,457,193 100,974,695
Advances from borrowers for taxes and insurance 1,773,540 1,856,249
Dividends payable 446,263 382,632
Accrued expenses and other liabilities 1,879,575 1,653,266
------------- -------------
Total liabilities 436,172,405 421,200,573
------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value, authorized
3,000,000 shares; issued and outstanding none) -- --
Common stock ($.01 par value, authorized 15,500,000
shares; issued 2005, 1,538,840; 2004, 1,530,530 shares;
outstanding 2005, 1,534,340; 2004, 1,530,530 shares) 15,388 15,305
Additional paid-in capital 19,055,324 18,681,041
Retained earnings, substantially restricted 24,543,484 23,438,369
Accumulated other comprehensive gain (loss) 135,447 (519,309)
Treasury stock at cost (171,900) --
Unearned shares, employee stock ownership plan (47,913) (81,200)
------------- -------------
Total stockholders' equity 43,529,830 41,534,206
------------- -------------
Total liabilities and stockholders' equity $ 479,702,235 $ 462,734,779
============= =============
</Table>
See Notes to Consolidated Condensed Financial Statements
1
<Page>
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
<Table>
<Caption>
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
-------------- ------------- ------------- -------------
Interest income:
Loans receivable $ 6,323,968 $ 5,910,413 $ 12,398,505 $ 11,726,797
Securities and cash deposits 295,579 252,833 556,376 536,939
------------- ------------- ------------- -------------
6,619,547 6,163,246 12,954,881 12,263,736
------------- ------------- ------------- -------------
Interest expense:
Deposits 1,928,802 1,717,126 3,729,836 3,444,276
Borrowed funds 1,153,153 1,086,128 2,248,602 2,176,005
------------- ------------- ------------- -------------
3,081,955 2,803,254 5,978,438 5,620,281
------------- ------------- ------------- -------------
Net interest income 3,537,592 3,359,992 6,976,443 6,643,455
Provision for loan losses 70,000 50,000 120,000 110,000
------------- ------------- ------------- -------------
Net interest income after provision for loan
losses 3,467,592 3,309,992 6,856,443 6,533,455
------------- ------------- ------------- -------------
Noninterest income:
Fees and service charges 990,435 825,971 1,820,978 1,530,204
Abstract fees 341,215 411,328 617,476 765,167
Provision for impairment on available-for-
sale securities (424,500) -- (679,500) --
Mortgage banking income 75,723 73,653 116,411 127,634
Other income 297,150 320,769 583,252 640,574
------------- ------------- ------------- -------------
Total noninterest income 1,280,023 1,631,721 2,458,617 3,063,579
------------- ----------------- ------------- -------------
Noninterest expense:
Compensation and employee benefits 1,606,525 1,491,378 3,185,204 3,073,703
Premises and equipment 354,369 351,439 704,348 710,428
Data processing 145,900 140,103 287,673 279,617
Other expenses 937,044 769,759 1,805,143 1,551,858
------------- ------------- ------------- -------------
Total noninterest expense 3,043,838 2,752,679 5,982,368 5,615,606
------------- ------------- ------------- -------------
Income before income taxes 1,703,777 2,189,034 3,332,692 3,981,428
Provision for income taxes 671,070 707,593 1,224,450 1,283,476
------------- ------------- ------------- -------------
Net income $ 1,032,707 $ 1,481,441 $ 2,108,242 $ 2,697,952
============= ============= ============= =============
Basic earnings per common share $ 0.67 $ 0.95 $ 1.38 $ 1.72
============= ============= ============= =============
Earnings per common share - assuming
dilution $ 0.65 $ 0.91 $ 1.34 $ 1.64
============= ============= ============= =============
Dividends declared per common share $ 0.29 $ 0.25 $ 0.58 $ 0.50
============= ============= ============= =============
Comprehensive income $ 1,450,537 $ 1,105,834 $ 2,762,998 $ 2,418,840
============= ============= ============= ===============
</Table>
See Notes to Consolidated Condensed Financial Statements.
2
<Page>
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
Six Months Ended
June 30,
2005 2004
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,108,242 $ 2,697,952
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 120,000 110,000
Depreciation 403,374 428,939
Amortization and accretion 209,147 211,965
Deferred taxes (21,983) (43,131)
Effect of contribution to employee stock ownership plan 132,742 198,594
(Gain) on sale of foreclosed real estate and loans, net (150,225) (162,969)
Provision for impairment on available-for-sale securities 679,500 --
Loss on disposal of equipment and premises, net 26,796 2,718
Proceeds from sales of loans held for sale 8,250,937 9,156,254
Originations of loans held for sale (8,046,078) (9,513,281)
Change in assets and liabilities:
Accrued interest receivable (60,368) (18,278)
Prepaid expenses and other assets (96,876) 98,040
Accrued expenses and other liabilities 226,309 511,426
-------------- --------------
Net cash provided by operating activities 3,781,517 3,678,229
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in loans 535,600 11,812,536
Purchase of loans (16,674,102) (41,670,703)
Proceeds from sales of securities available-for-sale 609,200 744,500
Purchase of securities available-for-sale (659,300) (1,056,500)
Proceeds from maturities of securities available-for-sale 1,494,431 2,093,295
Purchase of premises and equipment and rental real estate (1,296,063) (519,434)
Other 436,318 311,171
--------------- ---------------
Net cash (used in) investing activities (15,553,916) (28,285,135)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 15,282,103 18,568,041
Net (decrease) in advances from borrowers for taxes and insurance (82,709) (23,581)
Net change in short-term borrowings (6,000,000) 4,500,000
Proceeds from other borrowed funds 12,000,000 5,000,000
Payments on other borrowings (6,517,502) (2,016,964)
Purchase of treasury stock (295,052) (3,182,560)
Dividends paid (819,583) (723,903)
Issuance of common stock 278,150 969,878
-------------- --------------
Net cash provided by financing activities 13,845,407 23,090,911
-------------- --------------
Net increase (decrease) in cash 2,073,008 (1,515,995)
CASH AND DUE FROM BANKS
Beginning 7,918,179 10,018,573
-------------- --------------
Ending $ 9,991,187 $ 8,502,578
============== ==============
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash payments for:
Interest paid to depositors $ 3,729,382 $ 3,347,774
Interest paid on borrowings 2,248,673 2,176,111
Income taxes 1,187,672 506,576
</Table>
3
<Page>
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The consolidated condensed financial statements for the three and six month
periods ended June 30, 2005 and 2004 are unaudited. In the opinion of the
management of North Central Bancshares, Inc. (the "Company" or the "Registrant")
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, which may be expected for an entire year.
Certain information and footnote disclosure normally included in complete
financial statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the requirements for interim
financial statements. The financial statements and notes thereto should be read
in conjunction with the Company's 2004 Annual Report on Form 10-K.
The consolidated condensed financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
2. EARNINGS PER SHARE
The earnings per share amounts were computed using the weighted average number
of shares outstanding during the periods presented. In accordance with Statement
of Position No. 93-6, Employers' Accounting for Employee Stock Ownership Plans,
issued by the American Institute of Certified Public Accountants, shares owned
by First Federal Savings Bank of Iowa's Employee Stock Ownership Plan that have
not been committed to be released are not considered to be outstanding for the
purpose of computing earnings per share. For the three-month period ended June
30, 2005, the weighted average number of shares outstanding for basic and
diluted earnings per share computation were 1,532,123 and 1,577,353,
respectively. For the six-month period ended June 30, 2005, the weighted average
number of shares outstanding for basic and diluted earnings per share
computation were 1,529,393 and 1,577,588, respectively. For the three-month
period ended June 30, 2004, the weighted average number of shares outstanding
for basic and diluted earnings per share computation were 1,557,367 and
1,623,165, respectively. For the six-month period ended June 30, 2004, the
weighted average number of shares outstanding for basic and diluted earnings per
share computation were 1,569,902 and 1,641,026, respectively.
3. DIVIDENDS
On May 27, 2005, the Company declared a cash dividend on its common stock,
payable on July 6, 2005 to stockholders of record as of June 15, 2005, equal to
$0.29 per share.
4. GOODWILL
As of January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets", that eliminated the
amortization and required a goodwill impairment test. The Company completed the
goodwill impairment test during the year ended December 31, 2004 and has
determined that there has been no impairment of goodwill.
As of June 30, 2005 and December 31, 2004, the Company had intangible assets of
$4,970,800, all of which has been determined to be goodwill. There was no
goodwill impairment loss or amortization related to goodwill during the three
and six months ended June 30, 2005 or June 30, 2004.
5. 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
4
<Page>
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's 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 net income and earnings per common share would have been
decreased to the pro forma amounts shown below:
<Table>
<Caption>
Three Months Ended Three Months Ended
June 30, 2005 June 30, 2004
------------- -------------
Net income, as reported $ 1,032,707 $ 1,481,441
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (1,264) (5,048)
----------- -----------
Pro forma net income $ 1,031,443 $ 1,476,393
=========== ===========
Earnings per common share - basic:
As reported $ 0.67 $ 0.95
Pro forma 0.67 0.95
Earnings per common share - assuming dilution:
As reported $ 0.65 $ 0.91
Pro forma 0.65 0.91
</Table>
<Table>
<Caption>
Six Months Ended Six Months Ended
June 30, 2005 June 30, 2004
------------- -------------
Net income, as reported $ 2,108,242 $ 2,697,952
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (33,872) (42,906)
----------- -----------
Pro forma net income $ 2,074,370 $ 2,655,046
=========== ===========
Earnings per common share - basic:
As reported $ 1.38 $ 1.72
Pro forma 1.36 1.69
Earnings per common share - assuming dilution:
As reported $ 1.34 $ 1.64
Pro forma 1.31 1.62
</Table>
The fair values of the grants are estimated at the grant date using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for grants in 2005 and 2004, respectively: dividend rates of 2.7%
and 2.3%, price volatility of 15% and 20%, risk-free interest rates of 3.98% and
4.10%, and expected lives of 8 years for all periods.
6. RECENT ACCOUNTING PRONOUNCEMENTS.
In March 2004, the Financial Accounting Standards Board (FASB) reached consensus
on the guidance provided by Emerging Issues Task Force Issue 03-1, The Meaning
of Other-Than-Temporary Impairment and its Application to Certain Investments
(EITF 03-1). The guidance is applicable to debt and equity securities that are
within the scope of FASB Statement of Financial Accounting Standard (SFAS) No.
115, Accounting for Certain Investments in Debt and Equity Securities and
certain other investments. EITF 03-1 specifies that an impairment would be
considered other-than-temporary unless (a) the investor has the ability and
intent to hold an investment for a reasonable period of time sufficient for the
recovery of the fair value up to (or beyond) the cost of the investment and (b)
evidence indicating the cost of the investment is recoverable within a
reasonable period of time outweighs evidence to the contrary. EITF 03-1 cost
method investment and
5
<Page>
disclosure provisions are effective for reporting periods ending after June 15,
2004. The measurement and recognition provisions relating to debt and equity
securities have been delayed until the FASB issues additional guidance. The
Company adopted cost method investment and disclosure provisions of EITF 03-1 on
June 30, 2004.
In December 2004, the FASB issued SFAS No. 123(Revised), Share-Based Payment
(SFAS No. 123(R)), establishing accounting standards for transactions in which
an entity exchanges its equity instruments for goods or services. SFAS No.
123(R) also addresses transactions in which an entity incurs liabilities in
exchange for goods or services that are based on the fair value of the entity's
equity instruments, or that may be settled by the issuance of those equity
instruments. SFAS No. 123(R) covers a wide range of share-based compensation
arrangements including stock options, restricted stock plans, performance-based
stock awards, stock appreciation rights and employee stock purchase plans. SFAS
No. 123(R) replaces existing requirements under SFAS No. 123, Accounting for
Stock-Based Compensation, and eliminates the ability to account for share-based
compensation transactions using APB Opinion No. 25. The provisions of SFAS No.
123(R) are effective for the Company on January 1, 2006. The Company is
currently assessing the financial statement impact of adopting SFAS No. 123(R).
6
<Page>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q contains forward-looking statements
consisting of estimates with respect to the consolidated financial condition,
results of operations and business of the Company and its subsidiaries including
First Federal Savings Bank of Iowa (the "Bank") that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include changes in general, economic, market,
legislative and regulatory conditions, and the development of an interest rate
environment that adversely affects the interest rate spread or other income
anticipated from the Company's operations and investments. The Company's actual
results may differ from the results discussed in the forward-looking statements.
The Company disclaims any obligation to publicly announce future events or
developments that may affect the forward-looking financial statements contained
here within.
Executive Overview
The Company's business strategy is to operate the Bank as a well-capitalized,
profitable and independent community oriented savings bank. Specifically, the
Company's business strategy incorporates the following elements: (1) operating
as a community oriented financial institution; (2) increasing loan and deposit
balances in existing branch offices as well as by establishing de novo branch
offices in markets where population growth trends are positive such as the Des
Moines, Iowa metropolitan area; (3) maintaining high asset quality by
emphasizing investment in residential mortgage, multifamily and commercial real
estate loans and consumer loans; (4) emphasizing growth in core deposits, which
includes demand deposit, NOW, money market and savings accounts; (5) maintaining
capital in excess of regulatory requirements; (6) controlling noninterest
expense; (7) managing interest rate risk exposure; and (8) increasing
noninterest income through increases in fees, service charges and sales of
noninsured products.
The purpose of this summary is to provide an overview of the items management
focuses on when evaluating the condition of the Company and our success in
implementing our stockholder value strategy. Our stockholder value strategy has
three major themes: (1) enhancing our shareholders' value; (2) making our retail
banking franchise more valuable; and (3) efficiently utilizing our capital.
Management believes the following points were the most important to that
analysis this quarter:
o During the quarter the Company recorded an other-than-temporary,
non-cash, charge of $424,500 ($424,500 after-tax, or $0.27 per fully
diluted share) related to two adjustable-rate, perpetual preferred
stocks with a face value of $2,499,000. These perpetual preferred
stocks were issued by Federal Home Loan Mortgage Corporation ("Freddie
Mac"). These perpetual preferred stock issues are investment grade
securities that are held in the Company's available-for-sale
securities portfolio. The Company based the decision to record an
other-than-temporary impairment charge on the facts and circumstances
surrounding these two securities at this time, including the duration
and amount of the unrealized loss in the securities, as well as the
prospect for a change in market value within a reasonable period of
time. The Company did not record an income tax benefit on this
impairment amount. The Company's net income was $1.03 million, or
$0.65 diluted earnings per share, for the quarter ended June 30, 2005,
as compared to $1.48 million, or $0.91 diluted earnings per share, for
the quarter ended June 30, 2004. Absent the impairment charge, the
Company's net income was $1.46 million, or $0.92 diluted earnings per
share for the quarter ended June 30, 2005.
The Company's net income was $2.11 million, or $1.34 diluted earnings
per share, for the six months ended June 30, 2005, as compared to
$2.70 million, or $1.64 diluted earnings per share, for the six months
ended June, 30, 2004. The reduction in earnings for the six months was
due primarily to an other-than-temporary impairment, non-cash,
after-tax charge of $653,500 on three Freddie Mac preferred stocks.
Absent the impairment charge, the Company's net income was $2.76
million, or $1.75 diluted earnings per share for the six months ended
June 30, 2005.
7
<Page>
As of June 30, 2005, the Company owned two fixed rate perpetual
preferred stock investments totaling $3.0 million in addition to the
three Freddie Mac preferred stocks on which the Company has recorded
impairments. These two fixed rate investments consist of a $2.0
million Freddie Mac preferred stock and a $1.0 million Fannie Mae
preferred stock. As of June 30, 2005, the Company's financial
statements included an unrealized gain of $200,000 relative to the
$2.0 million Freddie Mac preferred stock and an unrealized loss of
$20,000 relative to the $1.0 million Fannie Mae preferred stock.
o The Bank continues to open new offices in market areas where
population growth trends are positive. During the quarter the Company
began designing a new branch office in West Des Moines near Jordan
Creek Town Center Mall. The Company intends to begin construction of a
new branch office at this location and open this office in 2006, at
which point the Company will have three offices in the greater Des
Moines, Iowa area. Des Moines is Iowa's largest metropolitan area. The
Bank will continue to analyze de novo branch opportunities in the Des
Moines metropolitan area. We believe that this strategy will result in
loan and deposit growth for the Company but will negatively impact net
earnings until each de novo branch achieves profitability.
o Consistent with the Bank's emphasis on attracting and retaining core
deposits, deposit fee growth continued a strong positive trend. The
growth in core deposits continues to be due in part to the direct mail
marketing program emphasizing checking accounts. This direct mail
program is ongoing and is expected to result in a continued growth in
core deposits and fee income.
o Management believes that the allowance for loan losses is adequate.
The allowance for loan losses to nonaccrual loans was 592.82% at June
30, 2005. Net annualized chargeoffs for 2005 were 0.04% of total loans
and have averaged 0.04% of total loans for the past five years. During
the six months ended June 30, 2005, the Company's net loan portfolio
increased $15.7 million or 3.9%. A significant portion of this
increase consisted of increases in the one-to-four family real estate
loans and consumer loans. The Company's provision for loan losses for
the three and six months ended June 30, 2005 was $70,000 and 120,000,
respectively.
o Purchases and originations of out of state real estate loans remained
an integral part of the Company's business plan. The Company has
purchased and originated out of state real estate loans to supplement
local mortgage loan originations and to diversify its mortgage loan
portfolio geographically.
FINANCIAL CONDITION
Total assets increased $17.0 million, or 3.7%, to $479.7 million at June 30,
2005 from $462.7 million at December 31, 2004. The increase in assets was due
primarily to the increase in net loans receivable.
Total loans receivable, net, increased by $15.7 million, or 3.9%, to $423.0
million at June 30, 2005 from $407.3 million at December 31, 2004, primarily due
to the origination of $37.3 million of first mortgage loans secured by
one-to-four family residences, multifamily, and commercial real estate;
purchases of first mortgage loans primarily secured by multifamily residences
and commercial real estate of $17.0 million; and originations of $12.7 million
of second mortgage loans during the six months ended June 30, 2005. These
originations and purchases were offset in part by payments and prepayments of
$49.9 million and sales of loans of $8.1 million during the six months ended
June 30, 2005. The Company sells substantially all fixed-rate loans with
maturities in excess of 15 years in the secondary mortgage market in order to
reduce interest rate risk. Securities available-for-sale decreased $1.1 million,
or 4.8%, to $22.0 million at June 30, 2005 from $23.1 million at December 31,
2004.
Deposits increased $15.3 million, or 4.8%, to $331.6 million at June 30, 2005
from $316.3 million at December 31, 2004, primarily reflecting increases in
certificates of deposit and money market accounts. The increase in deposits is
due primarily to pricing strategies and continued marketing efforts. Borrowings,
primarily FHLB advances, decreased $518,000, to $100.5 million at June 30, 2005
from $101.0 million at December 31, 2004. The Company utilized the increase in
deposits to fund loans.
Total shareholders' equity increased $2.0 million to $43.5 million at June 30,
2005 from $41.5 million at December 31, 2004, primarily due to earnings,
increased capital attributable to stock options exercised and a decrease in
accumulated other comprehensive loss, offset in part by declared dividends and
stock repurchases.
8
<Page>
The Office of Thrift Supervision (the "OTS") requires that the Bank meet minimum
tangible, leverage (core) and risk-based capital requirements. As of June 30,
2005, the Bank exceeded all of its regulatory capital requirements. The Bank's
required, actual and excess capital levels as of June 30, 2005 were as follows:
Amount Percentage of Assets
------ --------------------
(Dollars in thousands)
Tangible capital:
Capital level $ 34,265 7.21%
Less Requirement 7,126 1.50%
--------- --------
Excess $ 27,139 5.71%
========= ========
Core capital:
Capital level $ 34,265 7.21%
Less Requirement 19,002 4.00%
--------- --------
Excess $ 15,263 3.21%
========= ========
Risk-based capital:
Capital level $ 37,655 11.70%
Less Requirement 25,752 8.00%
--------- --------
Excess $ 11,903 3.70%
========= ========
LIQUIDITY
The Company's primary sources of funds are cash provided by operating activities
(including net income), certain financing activities (including increases in
deposits and proceeds from borrowings) and certain investing activities
(including principal payments on loans and maturities, calls and proceeds from
the sale of securities). During the first six months of 2005 and 2004, principal
payments, prepayments, and proceeds from sale of loans totaled $58.0 million and
$65.8 million, respectively. The net increase in deposits during the first six
months of 2005 and 2004 totaled $15.3 million and $18.6 million, respectively.
The proceeds from borrowed funds during the six months ended June 30, 2005 and
2004 totaled $12.0 million and $5.0 million, respectively. The net (decrease)
increase in short term borrowings during the six months ended June 30, 2005 and
2004 totaled ($6.0) million and $4.5 million, respectively. During the first six
months of 2005 and 2004, the proceeds from the maturities, calls and sales of
securities totaled $2.1 million and $2.8 million, respectively. Cash provided
from operating activities during the first six months of 2005 and 2004 totaled
$3.8 million and $3.7 million, respectively. The Company's primary use of funds
is to originate and purchase loans, purchase securities available-for-sale,
repay borrowed funds and other financing activities. During the first six months
of 2005 and 2004, the Company's gross purchases and origination of loans totaled
$73.0 million and $96.3 million, respectively. The purchase of securities
available-for-sale for the six months ended June 30, 2005 and 2004 totaled $0.6
million and $1.1 million, respectively. The repayment of borrowed funds during
the first six months of 2005 and 2004 totaled $6.5 million and $2.0 million,
respectively. For additional information about cash flows from the Company's
operating, financing and investing activities, see "Statements of Cash Flows in
the Condensed Consolidated Financial Statements."
The OTS regulations require the Company to maintain sufficient liquidity to
ensure its safe and sound operation.
The Company has a line of credit agreement in the amount of $3.0 million with an
unaffiliated bank. As of June 30, 2005, there were no borrowings outstanding on
this line of credit. The Company may use this line of credit to fund stock
repurchases in the future and for general corporate purposes.
The Company repurchased 7,740 shares of common stock during the six months ended
June 30, 2005 at an average price of $38.12.
On April 7, 2005, the Company paid a quarterly cash dividend of $0.29 per share
on common stock outstanding as of the close of business on March 16, 2005,
aggregating $446,000. On May 27, 2005, the Company declared a quarterly cash
dividend of $0.29 per share payable on July 6, 2005 to shareholders of record as
of the close of business on June 15, 2005, aggregating $446,000.
9
<Page>
RESULTS OF OPERATIONS
Net Income. Net income decreased by $448,000 to $1,033,000 for the quarter ended
June 30, 2005 compared to $1,481,000 for the same period in 2004. Net income is
an aggregate of net interest income, noninterest income, noninterest expense and
income tax expense. The decrease in net income was primarily due to a decrease
in noninterest income and an increase in noninterest expense, offset in part by
an increase in net interest income and a decrease in income tax expense.
Net income decreased by $590,000 to $2,108,000 for the six months ended June 30,
2005 compared to $2,698,000 for the same period in 2004. Net income is primarily
dependent on net interest income, noninterest income, noninterest expense and
income tax expense. The decrease in net income was primarily due to a decrease
in noninterest income and an increase in noninterest expense, offset in part by
an increase in net interest income and a decrease in income tax expense.
Net Interest Income. Net interest income before provision for loan losses
increased by $178,000 to $3.54 million for the quarter ended June 30, 2005 from
$3.36 million for the quarter ended June 30, 2004. The increase is primarily due
to an increase in the average balance of interest-earning assets, offset in part
by an increase in the average balance of interest-bearing liabilities, an
increase in the average cost of funds and a decrease in the yield on
interest-earning assets. The interest rate spread (i.e., the difference in the
average yield on assets and average cost of liabilities) decreased to 2.88% for
the quarter ended June 30, 2005 from 2.96% for the quarter ended June 30, 2004.
The decrease in interest rate spread primarily reflects the general increase in
the overall cost of interest-bearing liabilities. The increase in the cost of
interest-bearing liabilities reflects repricing of interest-bearing liabilities
at generally higher current market interest rates.
Net interest income before provision for loan losses increased by $333,000 to
$6.98 million for the six months ended June 30, 2005 from $6.64 million for the
six months ended June 30, 2004. The increase is primarily due to an increase in
the average balance of interest earning assets and a decrease in the average
cost of funds, offset in part by a decrease in the yield on interest earning
assets and an increase in the average balance of interest bearing liabilities.
The interest rate spread (i.e., the difference in the average yield on assets
and average cost of liabilities) decreased to 2.87% for the six months ended
June 30, 2005 from 2.97% for the six months ended June 30, 2004. The decrease in
interest rate spread reflects the general decrease in the yield on interest
earning assets offset in part by the decrease in the overall cost of interest
bearing liabilities. The decrease in the yield on interest earning assets and
the cost of interest bearing liabilities reflects repricing of interest-earning
assets and interest-bearing liabilities at current market interest rates.
Interest Income. Interest income increased by $456,000 to $6.62 million for the
quarter ended June 30, 2005 compared to $6.16 million for the quarter ended June
30, 2004. The increase in interest income was primarily due to an increase in
the average balance of interest-earning assets, offset in part by a decrease in
the average yield on interest-earning assets. The average balance of
interest-earning assets increased $32.3 million to $452.3 million for the
quarter ended June 30, 2005, from $420.0 million for 2004. The average yield on
interest-earning assets decreased to 5.85% for the quarter ended June 30, 2005
from 5.88% for the quarter ended June 30, 2004, primarily due to a general
decrease in market interest rates compared to their original rates. The increase
in the average balance of interest-earning assets primarily reflects increases
in the average balances of first mortgage loans, consumer loans and
interest-bearing cash and due from banks, offset in part by a decrease in
securities available-for-sale. The increase in the average balances of first
mortgage loans were primarily derived from originations of first mortgage loans
secured by one-to-four family and multifamily residences and commercial real
estate, purchases of first mortgage loans secured by multifamily residences and
commercial real estate, which originations and purchases were offset in part by
payments and prepayments and sales of loans during the twelve months ended June
30, 2005. This reflects the Company's continued emphasis on real estate lending.
The decrease in the average balance of securities available-for-sale were
derived from payments and calls of securities, offset in part by purchases
during the twelve months ended June 30, 2005. See "Financial Condition."
Interest income increased by $691,000 to $12.95 million for the six months ended
June 30, 2005 compared to $12.26 million for the six months ended June 30, 2004.
The increase in interest income was primarily due to an increase in the average
balance of interest earning assets, offset in part by a decrease in the average
yield on interest earning assets. The average yield on interest earning assets
decreased to 5.81% for the six
10
<Page>
RESULTS OF OPERATIONS (Continued)
months ended June 30, 2005 from 5.94% for the six months ended June 30, 2004,
primarily due to the repricing of interest-earning assets at lower current
market interest rates. The average balance of interest earning assets increased
$33.4 million to $446.6 million for the six months ended June 30, 2005, from
$413.2 million for 2004. The increase in the average balance of interest earning
assets primarily reflects increases in the average balances of first mortgage
loans, offset in part by decreases in interest bearing cash and due from banks
and securities available-for-sale. The increase in the average balances of first
mortgage loans were primarily derived from originations of first mortgage loans
secured by one-to-four family and multifamily residences, purchases of first
mortgage loans secured by one-to-four family residences, multifamily residences
and commercial real estate, which originations and purchases were offset in part
by payments and prepayments and sales of loans during the twelve months ended
June 30, 2005. This reflects the Company's continued emphasis on residential
lending. The decrease in the average balance of securities available for sale
were derived from payments and calls of securities, offset in part by purchases
during the twelve months ended June 30, 2005. See "Financial Condition."
Interest Expense. Interest expense increased by $279,000 to $3.08 million for
the quarter ended June 30, 2005 compared to $2.80 million for the quarter ended
June 30, 2004. The increase in interest expense was due to an increase in the
average balances of interest-bearing liabilities and an increase in the average
cost of funds. The average balance of interest-bearing liabilities increased by
$29.2 million to $415.8 million for the quarter ended June 30, 2005, from $386.6
million for the same period in 2004. The increase in the average balance of
interest-bearing liabilities primarily reflects an increase in the average
balances of NOW, money market, certificates of deposits and borrowed funds. The
increase in average interest-bearing deposits was primarily due to the Company's
continued marketing efforts and pricing strategies. The average cost of funds
increased to 2.97% for the quarter ended June 30, 2005 from 2.92% for the
quarter ended June 30, 2004, primarily due to an increase in the current market
interest rates.
Interest expense increased by $358,000 to $5.98 million for the six months ended
June 30, 2005 compared to $5.62 million for the six months ended June 30, 2004.
The increase in interest expense was primarily due to an increase in the average
balances of interest bearing liabilities, offset in part by a decrease in the
average cost of funds. The average cost of funds decreased to 2.94% for the six
months ended June 30, 2005 from 2.97% for the six months ended June 30, 2004,
primarily due to the repricing of certificates of deposits at lower current
market interest rates. The average balance on interest-bearing liabilities
increased by $30.2 million to $410.3 million for the six months ended June 30,
2005, from $380.1 million for the six months ended June 30, 2004. The increase
in the average balance of interest-bearing liabilities primarily reflects an
increase in the average balance of NOW, money market, certificates of deposit
and borrowed funds. The increase in average interest-bearing deposits was
primarily due to the Company's marketing efforts and pricing strategies. The
increase in interest bearing liabilities was primarily used to fund loans.
11
<Page>
RESULTS OF OPERATIONS (Continued)
The following table sets forth certain information relating to the Company's
average balance sheets and reflects the average yield on assets and average cost
of liabilities for the three and six months ended June 30, 2005 and 2004,
respectively.
<Table>
<Caption>
For the Three Months Ended June 30,
---------------------------------------------------------------------------------------
2005 2004
---------------------------------------------------------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 422,318 $ 6,324 5.99% $ 386,949 $ 5,910 6.12%
Securities available-for-sale 22,878 252 4.41 25,939 232 3.58
Interest-bearing cash 7,126 44 2.44 7,072 21 1.17
--------- --------- ------- --------- --------- -------
Total interest-earning assets 452,322 6,620 5.85% 419,960 6,163 5.88%
--------- ------- --------- -------
Noninterest-earning assets 23,146 23,430
--------- ---------
Total assets $ 475,468 $ 443,390
========= =========
Liabilities and Equity:
Interest-bearing liabilities:
NOW and money market savings $ 98,072 $ 268 1.09% $ 76,339 $ 117 0.62%
Passbook savings 29,716 23 0.31 29,876 23 0.31
Certificates of deposit 186,782 1,638 3.52 182,811 1,577 3.47
Borrowed funds 101,215 1,153 4.57 97,618 1,086 4.48
--------- --------- ------- --------- --------- -------
Total interest-bearing liabilities 415,785 $ 3,082 2.97% 386,644 $ 2,803 2.92%
--------- ------- --------- -------
Noninterest-bearing liabilities 16,560 15,303
--------- ---------
Total liabilities 432,345 401,947
Equity 43,123 41,443
--------- ---------
Total liabilities and equity $ 475,468 $ 443,390
========= =========
Net interest income $ 3,538 $ 3,360
======== ========
Net interest rate spread 2.88% 2.96%
======= =======
Net interest margin 3.13% 3.20%
======= =======
Ratio of average interest-earning
assets to average interest-bearing
liabilities 108.79% 108.62%
======= =======
</Table>
<Table>
<Caption>
For the Six Months Ended June 30,
---------------------------------------------------------------------------------------
2005 2004
---------------------------------------------------------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 416,389 $ 12,398 5.96% $ 378,465 $ 11,726 6.20%
Securities available-for-sale 23,243 481 4.14 26,481 490 3.70
Interest-bearing cash 6,932 76 2.20 8,243 47 1.14
--------- --------- ------- --------- --------- --------
Total interest-earning assets 446,564 12,955 5.81% 413,189 $ 12,263 5.94%
--------- ------- --------- ---------
Noninterest-earning assets 23,183 23,310
--------- ---------
Total assets $ 469,747 $ 436,499
========= =========
Liabilities and Equity:
Interest-bearing liabilities:
NOW and money market savings $ 97,395 $ 507 1.05% $ 73,303 $ 203 0.56%
Passbook savings 29,367 46 0.31 29,266 45 0.31
Certificates of deposit 184,307 3,177 3.48 180,392 3,196 3.56
Borrowed funds 99,215 2,249 4.57 97,153 2,176 4.50
--------- --------- ------- --------- --------- --------
Total interest-bearing liabilities 410,284 $ 5,979 2.94% 380,114 $ 5,620 2.97%
--------- ------- --------- --------
Noninterest-bearing liabilities 16,850 14,738
--------- ---------
Total liabilities 427,134 394,852
Equity 42,613 41,647
--------- ---------
Total liabilities and equity $ 469,747 $ 436,499
========= =========
Net interest income $ 6,976 $ 6,643
======== =========
Net interest rate spread 2.87% 2.97%
======= ========
Net interest margin 3.12% 3.22%
======= ========
Ratio of average interest-earning
assets to average interest-bearing
liabilities 108.84% 108.70%
======= ========
</Table>
12
<Page>
RESULTS OF OPERATIONS (Continued)
Provision for Loan Losses. The Company's provision for loan losses was $70,000
and $50,000 for the quarters ended June 30, 2005 and 2004, respectively. The
Company's provision for loan losses was $120,000 and $110,000 for the six months
ended June 30, 2005 and 2004, respectively. The Company establishes provisions
for loan losses, which are charged to operations, in order to maintain the
allowance for loan losses at a level which is deemed to be appropriate based
upon an assessment of prior loss experience, industry standards, past due loans,
economic conditions, the volume and type of loans in the Company's portfolio,
and other factors related to the collectibility of the Company's loan portfolio.
The Company's total loan portfolio increased $35.7 million, or 9.0%, from June
30, 2004 to June 30, 2005. This increase primarily consisted of increases in the
one-to-four family real estate loans. The Company's out of state loans decreased
$5.4 million, or 3.4%, from June 30, 2004 to June 30, 2005. The properties
securing the loans purchased are primarily out of state and constitute a higher
rate of risk than originated loans due to the size, locations and type of
collateral securing such loans. The economic conditions in the Bank's primary
market areas are currently stable. The net charge-offs were $88,000 for the six
months ended June 30, 2005 as compared to $44,000 for the six months ended June
30, 2004. The resulting allowance for loan loss was $3.3 million and $3.2
million at June 30, 2005 and June 30, 2004, respectively.
The allowance for loan losses as a percentage of total loans receivable
decreased to 0.75% at June 30, 2005 from 0.81% at June 30, 2004. The level of
nonperforming loans was $551,000 at June 30, 2005 and $561,000 at June 30, 2004.
Management believes that the allowance for loan losses is adequate as of June
30, 2005. While management estimates loan losses using the best available
information, such as independent appraisals for significant collateral
properties, no assurance can be made that future adjustments to the allowance
will not be necessary based on changes in economic and real estate market
conditions, further information obtained regarding problem loans, identification
of additional problem loans, and other factors, both within and outside of
management's control.
Noninterest Income. Total noninterest income decreased by $352,000, or 21.6%, to
$1.28 million for the quarter ended June 30, 2005 from $1.63 million for the
quarter ended June 30, 2004. The decrease is due primarily to the
other-than-temporary impairment of securities available-for-sale and decreases
in abstract fees and other income, offset in part by increases in fees and
service charges. During the quarter ended June 30, 2005, the Company recorded an
other-than-temporary impairment of $424,500 related to two adjustable rate,
perpetual preferred stocks with a face value of $2,499,000. These perpetual
preferred stocks were issued by Freddie Mac. These perpetual preferred stock
issues are investment grade securities that are held in the Company's
available-for-sale securities portfolio. Abstract fees decreased $70,000 due to
decreased sales volume as a result of a general decrease in real estate and
refinancing activity. Other income, which primarily includes annuity and mutual
fund sales, rent income, insurance sales, and income associated with foreclosed
real estate, decreased $24,000 due primarily to a decrease in income from
foreclosed real estate and annuity sales. Fees and service charges increased
$164,000 due primarily to an increase in fees associated with checking accounts,
including overdraft fees, offset in part by a decrease in loan prepayment fees.
Total noninterest income decreased by $605,000, or 19.7%, to $2.5 million for
the six months ended June 30, 2005 from $3.1 million for the six months ended
June 30, 2004. The decrease is due primarily to the other-than-temporary
impairment of securities available-for-sale and decreases in abstract fees and
other income, offset in part by increases in fees and service charges. During
the six months ended June 30, 2005, the Company recorded an other-than-temporary
impairment of $679,500 related to three adjustable rate, perpetual preferred
stocks with a face value of $3,499,000. These perpetual preferred stocks were
issued by Freddie Mac. These perpetual preferred stock issues are investment
grade securities that are held in the Company's available-for-sale securities
portfolio. Abstract fees decreased $148,000 due to decreased sales volume as a
result of a general decrease in real estate and refinancing activity. Other
income, which primarily includes annuity and mutual fund sales, rent income,
insurance sales, and income associated with foreclosed real estate, decreased
$57,000 due primarily to a decrease in income from foreclosed real estate and
annuity sales. Fees and service charges increased $291,000 due primarily to an
increase in fees associated with checking accounts, including overdraft fees,
offset in part by a decrease in loan prepayment fees.
13
<Page>
RESULTS OF OPERATIONS (Continued)
Noninterest Expense. Total noninterest expense increased by $291,000, or 10.6%,
to $3.04 million for the quarter ended June 30, 2005 from $2.75 million for the
quarter ended June 30, 2004. The increase is due to an increase in other
expenses and compensation expense. The Company's efficiency ratio for the
quarter ended June 30, 2005 and 2004 was 63.18% and 55.14%, respectively. The
Company's ratio of noninterest expense to average assets for the quarters ended
June 30, 2005 and 2004 were 2.56% and 2.48%, respectively.
Total noninterest expense increased by $367,000 to $6.0 million for the six
months ended June 30, 2005 from $5.6 million for the six months ended June 30,
2004. The increase is primarily due to an increase in compensation and other
expenses. The Company's efficiency ratio for the six months ended June 30, 2005
and 2004 was 63.41% and 57.85%, respectively. The Company's ratio of noninterest
expense to average assets for the six months ended June 30, 2005 and 2004 were
2.55% and 2.57%, respectively.
Income Taxes. Income taxes decreased by $37,000 to $671,000 for the quarter
ended June 30, 2005 as compared to $708,000 for the quarter ended June 30, 2004.
The decrease was due to the decrease in pre-tax earnings, offset in part by the
lack of deductibility of the other-than-temporary impairment of securities
available-for-sale.
Income taxes decreased by $59,000 to $1.2 million for the six months ended June
30, 2005 as compared to $1.3 million for the six months ended June 30, 2004. The
decrease was due to the decrease in pre-tax earnings, offset in part by the
limited deductibility of the other-than-temporary impairment of securities
available-for-sale.
OFF BALANCE SHEET ARRANGEMENTS
The Company is party to financial instruments with off-balance-sheet risk in the
normal course of business. These financial instruments include commitments to
extend credit and standby letters of credit. These instruments involve, to
varying degrees, elements of credit risk in excess of the amount recognized in
the balance sheet. No material changes in the Company's off-balance sheet
arrangements have occurred since December 31, 2004.
CRITICAL ACCOUNTING POLICIES
The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and disclosures included within this report, are based on the
Company's consolidated financial statements. These statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The financial information contained in these statements is, for the
most part, based on approximate measures of the financial effects of
transactions and events that have already occurred.
However, the preparation of these statements requires management to make certain
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses.
The Company's significant accounting policies are described in the Company's
2004 Annual Report on Form 10-K in the "Notes to Consolidated Financial
Statements". Based on its consideration of accounting policies that involve the
most complex and subjective estimates and judgments, management has identified
its most critical accounting policy to be that related to the allowance for loan
losses, and asset impairment judgments, including the recoverability of
goodwill.
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management believes that collectibility of the principal is unlikely. The
Company has policies and procedures for evaluating the overall credit quality of
its loan portfolio including timely identification of potential problem credits.
On a quarterly basis, management reviews the appropriate level for the allowance
for loan losses incorporating a variety of risk considerations, both
quantitative and qualitative. Quantitative factors include the Company's
historical loss experience, delinquency and charge-off trends, collateral
values, known information about individual loans and other factors. Qualitative
factors include the general economic environment in the Company's market area
and the
14
<Page>
expected trend of those economic conditions. To the extent actual results differ
from forecasts and management's judgment, the allowance for loan losses may be
greater or less than future charge-offs.
Goodwill represents the excess of the acquisition cost over the fair value of
the net assets acquired in a purchase acquisition. Goodwill is tested for
impairment at least annually.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In management's opinion, there has not been a material change in market risk
since December 31, 2004.
ITEM 4.
CONTROLS AND PROCEDURES
Management, including the Company's President and Chief Executive Officer and
Chief Financial Officer and Treasurer, has evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this report.
Based upon that evaluation, the President and Chief Executive Officer and Chief
Financial Officer and Treasurer concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.
There have been no changes in the Company's internal control over financial
reporting identified in connection with the evaluation that occurred during the
Company's last fiscal quarter that has materially affected, or that is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
15
<Page>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
As of April 23, 2005, the Company had 18,650 shares that expired to be
purchased under the Repurchase Plan approved April 2004, which provided for the
repurchase of up to 100,000 shares of the Company's common stock. In January
2005, the Company approved a new Repurchase Plan which provides for the
repurchase of up to 100,000 shares of the Company's common stock. At June 30,
2005, there are 92,260 shares which may be purchased under the January 2005
repurchase plan.
The following table provides information with respect to purchases made
by or on behalf of the Company or any "affiliated purchases" (as defined in rule
10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company's common
stock during the three months ended June 30, 2005.
<Table>
<Caption>
Total Number of Maximum Number of
Shares Purchased as Shares that May Yet
Total Number of Average Price Paid Part of Publicly Be Purchased Under
Period Shares Purchased Per Share Announced Plans The Plan
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
April 1, 2005 to
April 30, 2005 -- -- -- 100,000
May 1, 2005 to
May 31, 2005 3,240 $38.01 3,240 96,760
June 1, 2005 to
June 30, 2005 4,500 $38.20 4,500 92,260
-------- --------
Total 7,740 7,740
</Table>
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its 2005 Annual Meeting of Stockholders on April 22,
2005. All proposals submitted to stockholders at the meeting were approved. At
the meeting, the stockholders of the Company considered and voted upon the
following matters:
1. The election of the following individuals as directors for a
three-year term:
Mark M. Thompson
Paul F. Bognanno
The results of the election of directors are as follows:
FOR WITHHELD
Mark M. Thompson 1,376,395 5,441
Paul F. Bognanno 1,370,829 11,007
There were no broker non-votes or abstentions on this proposal.
16
<Page>
The following directors' terms of office continued after the meeting:
David M. Bradley
Robert H. Singer, Jr.
Melvin R. Schroeder
Randall L. Minear
C. Thomas Chalstrom
2. The ratification of the engagement of McGladrey & Pullen LLP, as the
Company's independent auditors for the 2005 fiscal year, was approved
by a vote of 1,371,729 in favor, 6,538 votes against and 3,569 votes
abstained.
There were no broker non-votes on this proposal.
Item 5. Other Information
None
Item 6. Exhibits
Exhibits
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32.1 Section 1350 Certifications
17
<Page>
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.
NORTH CENTRAL BANCSHARES, INC.
DATE: August 12, 2005 BY: /s/ David M. Bradley
------------------------------------------
David M. Bradley, Chairman, President and
Chief Executive Officer
DATE: August 12, 2005 BY: /s/ David W. Edge
------------------------------------------
David W. Edge, Chief Financial Officer and
Treasurer
18