UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
September 30, 2005 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
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 by check mark whether the registrant is a shell company (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 October 31, 2005
- --------------------------------------------------------------------------------
Common Stock, $.01 par value 1,518,403
NORTH CENTRAL BANCSHARES, INC.
INDEX
Page
Part I. Financial Information
Item 1. Consolidated Condensed
Financial Statements (Unaudited) 1
Consolidated Condensed Statements of
Financial Condition at September 30, 2005
and December 31, 2004 1
Consolidated Condensed Statements of
Income for the three and nine months ended
September 30, 2005 and 2004 2
Consolidated Condensed Statements of
Cash Flows for the nine months ended
September 30, 2005 and 2004 3
Notes to Consolidated Condensed Financial
Statements 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 15
Item 4. Controls and Procedures 15
Part II. Other Information
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security
Holders 16
Item 5. Other Information 16
Item 6. Exhibits 16
Signatures 18
Exhibits
PART I. FINANCIAL INFORMATION
ITEM 1.
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
September 30, December 31,
ASSETS 2005 2004
------------- --------------
Cash and due from banks:
Interest-bearing $ 1,784,466 $ 603,257
Noninterest-bearing 6,041,253 7,314,922
Securities available-for-sale 21,752,305 23,106,271
Loans receivable, net 429,661,318 407,316,318
Loans held for sale 772,088 904,127
Accrued interest receivable 2,068,474 1,953,605
Foreclosed real estate 675,250 1,079,257
Premises and equipment, net 10,857,647 9,889,737
Rental real estate 2,713,376 2,809,888
Title plant 925,256 925,256
Goodwill 4,970,800 4,970,800
Deferred taxes 905,989 1,102,612
Prepaid expenses and other assets 871,078 758,729
------------- -------------
Total assets $ 483,999,300 $ 462,734,779
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 331,328,222 $ 316,333,731
Borrowed funds 105,450,501 100,974,695
Advances from borrowers for taxes and insurance 908,822 1,856,249
Dividends payable 445,267 382,632
Accrued expenses and other liabilities 1,948,537 1,653,266
------------- -------------
Total liabilities 440,081,349 421,200,573
------------- -------------
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 and outstanding at September 30, 2005
1,518,403; at December 31, 2004, 1,530,530 shares) 15,184 15,305
Additional paid-in capital 19,274,515 18,681,041
Retained earnings, substantially restricted 24,703,059 23,438,369
Accumulated other comprehensive gain (loss) (43,132) (519,309)
Treasury stock at cost -- --
Unearned shares, employee stock ownership plan (31,675) (81,200)
------------- -------------
Total stockholders' equity 43,917,951 41,534,206
------------- -------------
Total liabilities and stockholders' equity $ 483,999,300 $ 462,734,779
============= =============
See Notes to Consolidated Condensed Financial Statements
1
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
------------- ------------- ------------- -------------
Interest income:
Loans receivable $ 6,407,153 $ 5,998,978 $ 18,805,658 $ 17,725,775
Securities and cash deposits 216,891 235,467 714,652 733,714
------------- ------------- ------------- -------------
6,624,044 6,234,445 19,520,310 18,459,489
------------- ------------- ------------- -------------
Interest expense:
Deposits 2,036,841 1,740,965 5,766,677 5,185,241
Borrowed funds 1,224,001 1,117,639 3,472,603 3,293,644
------------- ------------- ------------- -------------
3,260,842 2,858,604 9,239,280 8,478,885
------------- ------------- ------------- -------------
Net interest income 3,363,202 3,375,841 10,281,030 9,980,604
Provision for loan losses 60,000 75,000 180,000 185,000
------------- ------------- ------------- -------------
Net interest income after provision for
loan losses 3,303,202 3,300,841 10,101,030 9,795,604
------------- ------------- ------------- -------------
Noninterest income:
Fees and service charges 1,629,250 798,400 3,450,228 2,328,604
Abstract fees 374,666 365,373 992,142 1,130,540
Provision for impairment on available-for-
sale securities -- -- (679,500) --
Mortgage banking income 93,702 67,854 210,113 195,488
Other income 320,400 280,576 928,199 931,482
------------- ------------- ------------- -------------
Total noninterest income 2,418,018 1,512,203 4,901,182 4,586,114
------------- ------------- ------------- -------------
Noninterest expense:
Compensation and employee benefits 1,711,284 1,521,094 4,896,488 4,594,797
Premises and equipment 365,679 348,321 1,070,027 1,058,749
Data processing 163,194 137,219 450,867 416,836
Other expenses 895,316 775,248 2,666,391 2,298,746
------------- ------------- ------------- -------------
Total noninterest expense 3,135,473 2,781,882 9,083,773 8,369,128
------------- ------------- ------------- -------------
Income before income taxes 2,585,747 2,031,162 5,918,439 6,012,590
Provision for income taxes 839,100 639,640 2,063,550 1,923,116
------------- ------------- ------------- -------------
Net income $ 1,746,647 $ 1,391,522 $ 3,854,889 $ 4,089,474
============= ============= ============= =============
Basic earnings per common share $ 1.14 $ 0.90 $ 2.52 $ 2.62
============= ============= ============= =============
Earnings per common share - assuming dilution $ 1.11 $ 0.87 $ 2.45 $ 2.51
============= ============= ============= =============
Dividends declared per common share $ 0.29 $ 0.25 $ 0.87 $ 0.75
============= ============= ============= =============
Comprehensive income $ 1,568,068 $ 1,464,558 $ 4,331,066 $ 3,883,398
============= ============= ============= ===============
See Notes to Consolidated Condensed Financial Statements.
2
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2005 2004
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,854,889 $ 4,089,474
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 180,000 185,000
Depreciation 608,168 646,403
Amortization and accretion 299,099 458,288
Deferred taxes (86,674) (61,151)
Effect of contribution to employee stock ownership plan 194,760 263,191
(Gain) on sale of foreclosed real estate and loans, net (257,083) (237,068)
Provision for impairment on available-for-sale securities 679,500 --
(Gain) loss on securities available-for-sale -- --
Loss on disposal of equipment and premises, net 26,796 4,179
Proceeds from sales of loans held for sale 14,788,927 13,928,221
Originations of loans held for sale (14,446,775) (13,823,784)
Change in assets and liabilities:
Accrued interest receivable (114,869) (57,120)
Prepaid expenses and other assets (112,349) 69,968
Accrued expenses and other liabilities 295,271 407,124
------------ ------------
Net cash provided by operating activities 5,909,660 5,872,725
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in loans (1,122,061) 9,661,235
Purchase of loans (21,861,220) (43,319,012)
Proceeds from sales of securities available-for-sale 782,000 961,700
Purchase of securities available-for-sale (1,810,400) (1,570,500)
Proceeds from maturities of securities available-for-sale 2,427,458 3,068,175
Purchase of premises and equipment and rental real estate (1,515,444) (553,969)
Proceeds from sale of premises and equipment 9,082 510
Other 645,042 336,135
------------ ------------
Net cash (used in) investing activities (22,445,543) (31,415,726)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 14,994,491 21,902,770
Net (decrease) in advances from borrowers for taxes and insurance (947,427) (801,682)
Net change in short-term borrowings (6,000,000) 6,500,000
Proceeds from other borrowed funds 21,000,000 5,000,000
Payments on other borrowings (10,524,194) (3,523,406)
Purchase of treasury stock (1,295,651) (4,549,413)
Dividends paid (1,265,847) (1,110,370)
Issuance of common stock 482,051 1,468,822
------------ ------------
Net cash provided by financing activities 16,443,423 24,886,721
------------ ------------
Net increase (decrease) in cash (92,460) (656,280)
CASH AND DUE FROM BANKS
Beginning 7,918,179 10,018,573
------------ ------------
Ending $ 7,825,719 $ 9,362,293
============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash payments for:
Interest paid to depositors $ 5,685,852 $ 5,028,389
Interest paid on borrowings 3,472,653 3,293,707
Income taxes 1,839,582 1,277,413
3
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 nine month
periods ended September 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 that may be expected for an
entire year. Certain information and footnote disclosures 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
September 30, 2005, the weighted average number of shares outstanding for basic
and diluted earnings per share computation were 1,527,761 and 1,567,743,
respectively. For the nine-month period ended September 30, 2005, the weighted
average number of shares outstanding for basic and diluted earnings per share
computation were 1,528,627 and 1,574,084, respectively. For the three-month
period ended September 30, 2004, the weighted average number of shares
outstanding for basic and diluted earnings per share computation were 1,546,360
and 1,602,573, respectively. For the nine-month period ended September 30, 2004,
the weighted average number of shares outstanding for basic and diluted earnings
per share computation were 1,561,989 and 1,628,143, respectively.
3. DIVIDENDS
On August 26, 2005, the Company declared a cash dividend on its common stock,
payable on October 6, 2005 to stockholders of record as of September 16, 2005,
equal to $0.29 per share.
4. GOODWILL
As of January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) 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 September 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 nine months ended September 30, 2005 or September 30, 2004.
5. STOCK OPTION PLAN
SFAS 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
4
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 SFAS No. 123), the approximate
reported net income and earnings per common share would have been decreased to
the pro forma amounts shown below:
Three Months Ended Three Months Ended
September 30, 2005 September 30, 2004
------------------ ------------------
Net income, as reported $ 1,746,647 $ 1,391,522
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (2,742) (5,757)
------------- -------------
Pro forma net income $ 1,743,905 $ 1,385,765
============= =============
Earnings per common share - basic:
As reported $ 1.14 $ 0.90
Pro forma 1.14 0.90
Earnings per common share - assuming dilution:
As reported $ 1.11 $ 0.87
Pro forma 1.11 0.86
Nine Months Ended Nine Months Ended
September 30, 2005 September 30, 2004
------------------ ------------------
Net income, as reported $ 3,854,889 $ 4,089,474
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (36,614) (48,663)
------------- -------------
Pro forma net income $ 3,818,275 $ 4,040,811
============= =============
Earnings per common share - basic:
As reported $ 2.52 $ 2.62
Pro forma 2.50 2.59
Earnings per common share - assuming dilution:
As reported $ 2.45 $ 2.51
Pro forma 2.43 2.48
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 2.8%
and 2.4%, price volatility of 15.2% and 18.9%, risk-free interest rates of 3.98%
and 4.13%, 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 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 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.
5
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).
7. RECLASSIFICATIONS
Certain items in the consolidated statements of financial condition and
statements of income as of and for the periods ended, September 30, 2004 and
December 31, 2004 were reclassified, with no effect on net income or
stockholders' equity, to be consistent with the classification used in the
September 30, 2005 financial statements.
6
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
herein.
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 that
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 The Bank continues to open new offices in market areas where
population growth trends are positive. During the third quarter of
2005 the Company completed the design and entered into a construction
contract for a new branch office in West Des Moines near Jordan Creek
Town Center Mall. The Company intends to begin construction in the
fourth quarter 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 381% at
September 30, 2005. Net annualized chargeoffs for 2005 were 0.03% of
total loans and have averaged 0.04% of total loans for the past five
years. During the nine months ended September 30, 2005, the Company's
net loan portfolio increased $22.3 million or 5.5%. 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 nine months ended September 30, 2005
was $60,000 and $180,000, respectively.
7
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 $21.3 million, or 4.6%, to $484.0 million at September
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 $22.3 million, or 5.5%, to $429.7
million at September 30, 2005 from $407.3 million at December 31, 2004,
primarily due to the origination of $61.0 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 $21.9 million; and originations of
$19.7 million of second mortgage loans during the nine months ended September
30, 2005. These originations and purchases were offset in part by payments and
prepayments of $75.7 million and sales of loans of $14.6 million during the nine
months ended September 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
$1.35 million, or 5.9%, to $21.8 million at September 30, 2005 from $23.1
million at December 31, 2004.
Deposits increased $15.0 million, or 4.7%, to $331.3 million at September 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, increased $4.5 million, or 4.4%, to $105.5 million at
September 30, 2005 from $101.0 million at December 31, 2004. The Company
utilized the increase in deposits and FHLB advances to fund loans.
Total shareholders' equity increased $2.4 million, or 5.7%, to $43.9 million at
September 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.
The Office of Thrift Supervision (the "OTS") requires that the Bank meet minimum
tangible, leverage (core) and risk-based capital requirements. As of September
30, 2005, the Bank exceeded all of its regulatory capital requirements. The
Bank's required, actual and excess capital levels as of September 30, 2005 were
as follows:
Amount Percentage of Assets
------ --------------------
(Dollars in thousands)
Tangible capital:
Capital level $34,862 7.24%
Less Requirement 7,220 1.50%
------- -----
Excess $27,642 5.74%
======= =====
Core capital:
Capital level $34,862 7.24%
Less Requirement 19,251 4.00%
------- -----
Excess $15,611 3.24%
======= =====
Risk-based capital:
Capital level $38,076 11.70%
Less Requirement 26,037 8.00%
------- -----
Excess $12,039 3.70%
======= =====
LIQUIDITY AND CAPITAL RESOURCES
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 nine months of 2005 and 2004,
principal payments, prepayments, and proceeds
8
from sale of loans totaled $90.3 million and $92.8 million, respectively. The
net increase in deposits during the first nine months of 2005 and 2004 totaled
$15.0 million and $21.9 million, respectively. The proceeds from borrowed funds
during the nine months ended September 30, 2005 and 2004 totaled $21.0 million
and $5.0 million, respectively. The net (decrease) increase in short term
borrowings during the nine months ended September 30, 2005 and 2004 totaled
($6.0) million and $6.5 million, respectively. During the first nine months of
2005 and 2004, the proceeds from the maturities, calls and sales of securities
totaled $3.2 million and $4.1 million, respectively. Cash provided from
operating activities during the first nine months of 2005 and 2004 totaled $5.9
million and $5.9 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 nine months of
2005 and 2004, the Company's gross purchases and origination of loans totaled
$111.3 million and $129.8 million, respectively. The purchase of securities
available-for-sale for the nine months ended September 30, 2005 and 2004 totaled
$1.8 million and $1.6 million, respectively. The repayment of borrowed funds
during the first nine months of 2005 and 2004 totaled $10.5 million and $3.5
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 September 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 33,932 shares of common stock during the nine months
ended September 30, 2005 at an average price of $38.18.
On July 6, 2005, the Company paid a quarterly cash dividend of $0.29 per share
on common stock outstanding as of the close of business on June 15, 2005,
aggregating $446,000. On August 26, 2005, the Company declared a quarterly cash
dividend of $0.29 per share payable on October 6, 2005 to shareholders of record
as of the close of business on September 16, 2005, aggregating $445,000.
RESULTS OF OPERATIONS
Net Income. Net income increased by $355,000 to $1.75 million for the quarter
ended September 30, 2005 compared to $1.39 million for the same period in 2004.
Net income is an aggregate of net interest income, noninterest income,
noninterest expense and income tax expense. The increase in net income was
primarily due to an increase in noninterest income, offset in part by increases
in noninterest expense and income tax expense.
Net income decreased by $235,000 to $3.85 million for the nine months ended
September 30, 2005 compared to $4.09 million 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 lower noninterest income and increases in noninterest expense
and income tax expense, offset in part by an increase in net interest income.
Net Interest Income. Net interest income before provision for loan losses
decreased by $13,000 to $3.36 million for the quarter ended September 30, 2005
from $3.38 million for the quarter ended September 30, 2004. The decrease is
primarily due to 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, offset in part by an increase in the average
balance of interest-earning assets. The interest rate spread (i.e., the
difference in the average yield on assets and average cost of liabilities)
decreased to 2.75% for the quarter ended September 30, 2005 from 3.00% for the
quarter ended September 30, 2004. The decrease in interest rate spread reflects
the general decrease in the yield on interest-earning assets and the increase 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.
9
RESULTS OF OPERATIONS (Continued)
Net interest income before provision for loan losses increased by $300,000 to
$10.28 million for the nine months ended September 30, 2005 from $9.98 million
for the nine months ended September 30, 2004. The increase is primarily due to
an increase in the average balance of interest-earning assets, offset in part by
a decrease in the yield on interest-earning assets, an increase in the average
balance of interest-bearing liabilities, and an increase in the average cost of
funds. The interest rate spread (i.e., the difference in the average yield on
assets and average cost of liabilities) decreased to 2.86% for the nine months
ended September 30, 2005 from 3.02% for the nine months ended September 30,
2004. The decrease in interest rate spread reflects the general decrease in the
yield on interest-earning assets and the increase 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 $390,000 to $6.62 million for the
quarter ended September 30, 2005 compared to $6.23 million for the quarter ended
September 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 $31.8 million to $455.1 million for the
quarter ended September 30, 2005, from $423.3 million for 2004. The average
yield on interest-earning assets decreased to 5.82% for the quarter ended
September 30, 2005 from 5.89% for the quarter ended September 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 and
consumer loans, offset in part by a decrease in securities available-for-sale.
The increase in the average balances of first mortgage loans was primarily
derived from originations of first mortgage loans secured by one-to-four family
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 September 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 September
30, 2005. See "Financial Condition" above.
Interest income increased by $1.06 million to $19.52 million for the nine months
ended September 30, 2005 compared to $18.46 million for the nine months ended
September 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 5.84% for the nine months ended September
30, 2005 from 5.97% for the nine months ended September 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 $33.1 million to
$445.7 million for the nine months ended September 30, 2005, from $412.6 million
for 2004. The increase in the average balance of interest-earning assets
primarily reflects increases in the average balances of first mortgage loans and
consumer loans, offset in part by decreases in securities available-for-sale and
interest-bearing cash and due from banks. 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 commercial real estate,
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 September 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 September
30, 2005. See "Financial Condition" above.
Interest Expense. Interest expense increased by $402,000 to $3.26 million for
the quarter ended September 30, 2005 compared to $2.86 million for the quarter
ended September 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 $28.1 million to $422.3 million for the quarter ended
September 30, 2005, from $394.2 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.
10
RESULTS OF OPERATIONS (Continued)
The average cost of funds increased to 3.06% for the quarter ended September 30,
2005 from 2.88% for the quarter ended September 30, 2004, primarily due to an
increase in the current market interest rates.
Interest expense increased by $760,000 to $9.24 million for the nine months
ended September 30, 2005 compared to $8.48 million for the nine months ended
September 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 cost of funds increased to 2.98% for the nine
months ended September 30, 2005 from 2.94% for the nine months ended September
30, 2004, primarily due to the repricing of money market and borrowed funds at
higher current market interest rates. The average balance of interest-bearing
liabilities increased by $29.5 million to $414.3 million for the nine months
ended September 30, 2005, from $384.8 million for the nine months ended
September 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
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 nine months ended September 30, 2005 and 2004,
respectively.
For the Three Months Ended September 30,
----------------------------------------------------------------------------------
2005 2004
----------------------------------------------------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 431,631 $ 6,407 5.94% $ 397,102 $ 5,999 6.04%
Securities available-for-sale 22,315 210 3.76 24,803 232 3.74
Interest-bearing cash 1,114 7 2.58 1,382 3 1.02
--------- --------- ------- --------- --------- -------
Total interest-earning assets 455,060 $ 6,624 5.82% 423,287 $ 6,234 5.89%
--------- ------- --------- -------
Noninterest-earning assets 28,879 28,376
--------- ---------
Total assets $ 483,939 $ 451,663
========= =========
Liabilities and Equity:
Interest-bearing liabilities:
NOW and money market savings $ 95,791 $ 285 1.18% $ 81,567 $ 149 0.73%
Passbook savings 28,666 23 0.32 29,495 23 0.31
Certificates of deposit 192,909 1,729 3.56 184,536 1,569 3.38
Borrowed funds 104,899 1,224 4.63 98,602 1,118 4.51
--------- --------- ------- --------- --------- -------
Total interest-bearing liabilities 422,265 $ 3,261 3.06% 394,200 $ 2,859 2.88%
--------- ------- --------- -------
Noninterest-bearing liabilities 17,608 15,922
--------- ---------
Total liabilities 439,873 410,122
Equity 44,066 41,541
--------- ---------
Total liabilities and equity $ 483,939 $ 451,663
========= =========
Net interest income $ 3,363 $ 3,375
======== ========
Net interest rate spread 2.75% 3.00%
======= =======
Net interest margin 2.96% 3.19%
======= =======
Ratio of average interest-earning assets
to average interest-bearing liabilities 107.77% 107.38%
======= =======
For the Nine Months Ended September 30,
----------------------------------------------------------------------------------
2005 2004
----------------------------------------------------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 421,470 $ 18,806 5.95% $ 384,678 $ 17,726 6.14%
Securities available-for-sale 22,934 690 4.01 25,922 722 3.71
Interest-bearing cash 1,279 24 2.55 1,976 11 0.78
--------- --------- ------- --------- --------- --------
Total interest-earning assets 445,683 $ 19,520 5.84% 412,576 $ 18,459 5.97%
--------- ------- --------- --------
Noninterest-earning assets 28,795 28,978
--------- ---------
Total assets $ 474,478 $ 441,554
========= =========
Liabilities and Equity:
Interest-bearing liabilities:
NOW and money market savings $ 96,860 $ 792 1.09% $ 76,058 $ 352 0.62%
Passbook savings 29,133 68 0.31 29,342 68 0.31
Certificates of deposit 187,174 4,907 3.50 181,773 4,765 3.50
Borrowed funds 101,110 3,472 4.59 97,636 3,294 4.51
--------- --------- ------- --------- --------- --------
Total interest-bearing liabilities 414,277 $ 9,239 2.98% 384,809 $ 8,479 2.94%
--------- ------- --------- --------
Noninterest-bearing liabilities 17,103 15,133
--------- ---------
Total liabilities 431,380 399,942
Equity 43,098 41,612
--------- ---------
Total liabilities and equity $ 474,478 $ 441,554
========= =========
Net interest income $ 10,281 $ 9,980
========= =========
Net interest rate spread 2.86% 3.02%
======= ========
Net interest margin 3.08% 3.23%
======= ========
Ratio of average interest-earning assets
to average interest-bearing liabilities 107.58% 107.22%
======= ========
12
RESULTS OF OPERATIONS (Continued)
Provision for Loan Losses. The Company's provision for loan losses was $60,000
and $75,000 for the quarters ended September 30, 2005 and 2004, respectively.
The Company's provision for loan losses was $180,000 and $185,000 for the nine
months ended September 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 $35.4
million, or 8.7%, from September 30, 2004 to September 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 $5.7 million, or 3.7%, from September
30, 2004 to September 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 $98,000 for the nine months ended September 30, 2005 as
compared to $119,000 for the nine months ended September 30, 2004. The resulting
allowance for loan loss was $3.3 million and $3.2 million at September 30, 2005
and September 30, 2004, respectively.
The allowance for loan losses as a percentage of total loans receivable
decreased to 0.75% at September 30, 2005 from 0.80% at September 30, 2004. The
level of nonperforming loans was $870,000 at September 30, 2005 and $978,000 at
September 30, 2004.
Management believes that the allowance for loan losses is adequate as of
September 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 increased by $906,000, or 59.9%, to
$2.42 million for the quarter ended September 30, 2005 from $1.51 million for
the quarter ended September 30, 2004. The increase was due primarily to loan
prepayment fees and by increases in fees and service charges and other income.
During the quarter ended September 30, 2005, the Company recorded $705,000 in
loan prepayment fees, compared to $40,000 for the quarter ended September 30,
2004. Fees and service charges increased $166,000 due primarily to an increase
in fees associated with checking accounts, including overdraft fees. Other
income, which primarily includes annuity and mutual fund sales, rent income,
insurance sales, and income associated with foreclosed real estate, increased
$40,000 primarily due to an increase in income from insurance sales and
foreclosed real estate.
Total noninterest income increased by $315,000, or 6.9%, to $4.90 million for
the nine months ended September 30, 2005 from $4.59 million for the nine months
ended September 30, 2004. The increase was due primarily to loan prepayment fees
and by increases in fees and service charges, offset in part by an
other-than-temporary impairment of securities available-for-sale and decreases
in abstract fees. During the nine months ended September 30, 2005, the Company
recorded $922,000 in loan prepayment fees, compared to $340,000 for the nine
months ended September 30, 2004. Fees and service charges increased $549,000 due
primarily to an increase in fees associated with checking accounts, including
overdraft fees. During the nine months ended September 30, 2005, the Company
also 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
$138,000 due to decreased sales volume as a result of a general decrease in real
estate and refinancing activity.
13
RESULTS OF OPERATIONS (Continued)
Noninterest Expense. Total noninterest expense increased by $354,000, or 12.7%,
to $3.14 million for the quarter ended September 30, 2005 from $2.78 million for
the quarter ended September 30, 2004. The increase is due to an increase in
compensation and other expenses. The Company's efficiency ratio for the quarter
ended September 30, 2005 and 2004 was 54.24% and 56.91%, respectively. The
Company's ratio of noninterest expense to average assets for the quarters ended
September 30, 2005 and 2004 were 2.59% and 2.46%, respectively.
Total noninterest expense increased by $715,000 to $9.08 million for the nine
months ended September 30, 2005 from $8.37 million for the nine months ended
September 30, 2004. The increase is primarily due to an increase in other
expenses and compensation expense. The Company's efficiency ratio for the nine
months ended September 30, 2005 and 2004 was 59.83% and 57.45%, respectively.
The Company's ratio of noninterest expense to average assets for the nine months
ended September 30, 2005 and 2004 were 2.55% and 2.53%, respectively.
Income Taxes. Income taxes increased by $199,000 to $839,000 for the quarter
ended September 30, 2005, compared to $640,000 for the quarter ended September
30, 2004. The increase was due to an increase in pre-tax earnings.
Income taxes increased by $140,000 to $2.06 million for the nine months ended
September 30, 2005, compared to $1.92 million for the nine months ended
September 30, 2004. The increase was primarily due to the limited deductibility
of the other-than-temporary impairment of securities available-for-sale, offset
in part by the decrease in income before income taxes.
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
Management's discussion and analysis of financial condition and results of
operations and the 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
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
the Company's 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 to ensure that information required to be
disclosed in the reports the Company files and submits under the Exchange Act is
(i) recorded, processed, summarized and reported as and when required and (ii)
accumulated and communicated to the Company's management, including the
Company's principal executive officer and principal accounting officer, as
appropriate to allow timely decisions regarding required disclosure.
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
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 September 30, 2005, there are 66,068 shares which may be purchased
under the 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 September 30, 2005.
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
- --------------------------------------------------------------------------------------------------------------------
July 1, 2005 to
July 31, 2005 -- -- -- 92,260
August 1, 2005 to
August 31, 2005 9,192 $38.00 9,192 83,068
September 1, 2005 to
September 30, 2005 17,000 $38.31 17,000 66,068
------- -------
Total 26,192 26,192
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit No. Description Reference No.
- ----------- ----------- -------------
3.1 Articles of Incorporation of North Central Bancshares, Inc. (1)
3.2 Bylaws of North Central Bancshares, Inc. (1)
3.3 Bylaws of North Central Bancshares, Inc., as amended (2)
4.1 Federal Stock Charter of First Federal Savings Bank of Iowa
(formerly known as First Federal Savings Bank of Fort Dodge) (1)
4.2 Bylaws of First Federal Savings Bank of Iowa (formerly known
as First Federal Savings Bank of Fort Dodge). (1)
4.3 Specimen Stock Certificate of North Central Bancshares, Inc. (1)
4.4 Bylaws of First Federal Savings Bank of Iowa, as amended (2)
10.1 Employee Stock Ownership Plan of First Federal Savings Bank of
Iowa (formerly known as First Federal Savings Bank of Fort Dodge)
and ESOP Trust Agreement (incorporating Amendments 1 and 2) (6)
16
Exhibit No. Description Reference No.
- ----------- ----------- -------------
10.1A Amendment #1 to Employee Stock Ownership Plan of First Federal
Savings Bank of Iowa (formerly known as First Federal Savings
Bank of Fort Dodge) and ESOP Trust Agreement (8)
10.1B Amendment #2 to Employee Stock Ownership Plan of First Federal
Savings Bank of Iowa (formerly known as First Federal Savings
Bank of Fort Dodge) and ESOP Trust Agreement (8)
10.2 ESOP Loan Documents, dated September 3, 1996 (5)
10.3 Employee Retention Agreements between First Federal Savings
Bank of Fort Dodge and certain executive officers (3)
10.4 Employment Agreement between First Federal Savings Bank of Iowa
(formerly known as First Federal Savings Bank of Fort Dodge)
and David M. Bradley, effective as of August 31, 1994 (1)
10.6 Form of Employment Agreement between North Central Bancshares,
Inc. and David M. Bradley (1)
10.8 North Central Bancshares, Inc. 1996 Stock Option Plan (4)
10.9 Amendment No. 1 to the North Central Bancshares, Inc. 1996
Stock Option Plan (6)
10.10 Supplemental Retirement and Deferred Compensation Plan of First
Federal Savings Bank of Iowa (8)
10.11 Form of Employment Agreement between First Federal Savings Bank
of Iowa and C. Thomas Chalstrom (7)
10.12 Form of Employment Agreement between First Federal Savings Bank
of Iowa and Kirk A. Yung (7)
10.13 Tax Allocation Agreement between North Central Bancshares, Inc.
and Subsidiaries (2)
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications
(1) Incorporated herein by reference to Registration Statement No.
33-80493 on Form S-1 of North Central Bancshares, Inc. (the
"Registrant") filed with the Securities and Exchange Commission, (the
"Commission") on December 18, 1995, as amended.
(2) Incorporated herein by reference to the Exhibits to the Annual Report
on Form 10-K of the Registrant filed with the Commission on March 22,
2004.
(3) Incorporated herein by reference to the Exhibits to the Annual Report
on Form 10-K of the Registrant for fiscal year 1995, filed with the
Commission on March 29, 1996.
(4) Incorporated herein by reference to the Amended Schedule 14A of the
Registrant filed with the Commission on August 19, 1996.
(5) Incorporated herein by reference to the Annual Report on Form 10-K of
the Registrant filed with the Commission on March 31, 1997.
(6) Incorporated herein by reference to the Annual Report on Form 10-K of
the Registrant filed with the Commission on March 31, 1998.
(7) Incorporated by reference to Exhibit 10.3.
(8) Incorporated herein by reference to the Annual Report on Form 10-K of
the Registrant filed with the Commission on March 29, 2002.
17
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: November 10, 2005 BY: /s/ David M. Bradley
------------------------------------------
David M. Bradley, Chairman, President and
Chief Executive Officer
DATE: November 10, 2005 BY: /s/ David W. Edge
------------------------------------------
David W. Edge, Chief Financial Officer and
Treasurer
18