UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 -------------------- FORM 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------- --------------------- Commission File Number 0-20620 MIDWEST BANCSHARES, INC. - - - ------------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 42-1390587 - - - ------------------------------- ----------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 3225 Division Street, Burlington, Iowa 52601 - - - --------------------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (319) 754-6526 ------------------- Indicate by check mark whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Transitional Small Business Format: 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. Common Stock 349,379 ----------------- ----------------- Class Shares Outstanding as of July 31, 1996 MIDWEST BANCSHARES, INC. and SUBSIDIARIES INDEX ----------------- Page ---- Part I. Financial Information Item 1 Financial Statements Consolidated balance sheets June 30, 1996 and December 31, 1995 1 Consolidated statements of operations, for the three months and six months ended June 30, 1996 and 1995 2 Consolidated statements of cash flows, for the six months ended June 30, 1996 and 1995 3 Notes to consolidated financial statements 4 Item 2 Management's discussion and analysis of financial condition and results of operations 5 through 9 Part II. Other Information 10 Signatures 11 Exhibit 11 Computation of per share earnings Exhibit 27 Financial Data Schedule MIDWEST BANCSHARES, INC. and SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands) June 30, 1996 December 31, 1995 ------------- ----------------- Assets Cash and cash equivalents $ 1,583 $ 2,305 Securities available for sale 25,604 19,711 Investment securities held to maturity (estimated market value of $3,407 and $9,032) 3,463 9,058 Mortgage-backed securities held to maturity (estimated market value of $22,233 and $22,393) 22,452 22,450 Loans receivable, net 79,463 74,035 Real estate owned and in judgment, net 196 33 Federal Home Loan Bank stock, at cost 1,960 1,960 Office property and equipment, net 2,440 2,315 Accrued interest receivable 1,004 875 Other assets 463 222 -------- -------- Total assets $138,628 $132,964 ======== ======== Liabilities Deposits $100,258 $101,334 Advances from Federal Home Loan Bank 28,000 20,500 Advances from borrowers for taxes and insurance 401 412 Accrued interest payable 117 72 Accrued expenses and other liabilities 608 750 -------- -------- Total liabilities $129,384 $123,068 -------- -------- Stockholders' equity Serial preferred stock, $.01 par value, 500,000 shares authorized, none issued $ -- $ -- Common stock, $.01 par value, 2,000,000 shares authorized, 455,000 issued and outstanding 5 5 Additional paid-in capital 4,037 4,037 Retained earnings, substantially restricted 7,848 7,403 Treasury stock, at cost, 105,621 shares for 1996 and 86,170 shares for 1995 (2,211) (1,700) Employee benefit plans (180) (190) Unrealized (loss) appreciation on securities available for sale, net of taxes on income (255) 341 -------- -------- Total stockholders' equity $ 9,244 $ 9,896 -------- -------- Total liabilities and stockholders' equity $138,628 $132,964 ======== ======== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MIDWEST BANCSHARES, INC. and SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except per share data) Three Months Six Months Ended June 30, Ended June 30, 1996 1995 1996 1995 ---- ---- ---- ---- Interest income: Loans receivable $1,587 $1,413 $3,149 $2,807 Mortgage-backed securities 564 609 1,100 1,225 Investment securities 348 272 707 490 Deposits in other banks 13 26 28 52 Other interest-earning assets 34 34 67 67 ------ ------ ------ ------ Total interest income 2,546 2,354 5,051 4,641 ------ ------ ------ ------ Interest expense: Deposits 1,160 1,179 2,334 2,284 Advances from FHLB and other borrowings 388 223 734 406 ------ ------ ------ ------ Total interest expense 1,548 1,402 3,068 2,690 ------ ------ ------ ------ Net interest income 998 952 1,983 1,951 Provision for losses on loans 12 12 24 24 ------ ------ ------ ------ Net interest income after provision for losses on loans 986 940 1,959 1,927 ------ ------ ------ ------ Non-interest income: Fees and service charges 42 42 81 83 Gain on sale of securities available for sale 0 23 0 50 Other 76 7 88 16 ------ ------ ------ ------ Total non-interest income 118 72 169 149 ------ ------ ------ ------ Non-interest expense: Compensation and benefits 275 287 576 595 Office property and equipment 82 85 170 166 Deposit insurance premiums 59 61 120 122 Data processing 41 42 82 84 Other 177 168 336 354 ------ ------ ------ ------ Total non-interest expense 634 643 1,284 1,321 ------ ------ ------ ------ Earnings before taxes on income 470 369 844 755 Taxes on income 169 124 308 249 ------ ------ ------ ------ Net earnings $ 301 $ 245 $ 536 $ 506 ====== ====== ====== ====== Earnings per share - primary and fully-diluted $ 0.81 $ 0.62 $ 1.41 $ 1.25 ====== ====== ====== ====== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MIDWEST BANCSHARES, INC. and SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands) Six months ended June 30, 1996 1995 ---- ---- Cash flows from operating activities: Net earnings $536 $506 Adjustments to reconcile net earnings to net cash provided by operating activities: Provision for losses on loans 24 24 Proceeds from sale of loans originated for resale -- 128 Disbursements on loans originated for resale -- (95) Depreciation 66 64 Gain on sale of investment securities -- (50) Amortization of recognition and retention plan benefits 10 10 ESOP expense 22 17 Amortization of loan fees, premiums and discounts 55 66 Decrease (increase) in accrued interest receivable (129) (56) Decrease (increase) in other assets 17 (82) Increase (decrease) in accrued interest payable 46 33 Increase (decrease) in accrued expenses and other liabilities (62) (40) ------ ------ Net cash provided by operating activities 585 525 ------ ------ Cash flows from investing activities: Purchase of investment securities held to maturity -- (4,000) Proceeds from maturities of investment securities 5,543 1,000 Proceeds from sale of available for sale securities -- 209 Purchase of investments available for sale (7,605) (3,000) Purchase of loans (4,006) (668) Purchase of mortgage-backed securities held to maturity (2,014) -- Principal repayments on mortgage-backed securities 2,757 2,343 Decrease (increase) in loans receivable (1,624) (46) Proceeds from sale of real estate owned, net 27 310 Purchase of office property and equipment (191) (74) ------ ------ Net cash provided by (used in) investing activities (7,113) (3,926) ------ ------ Cash flows from financing activities: Increase (decrease) in deposits (1,077) (986) Proceeds from advances from FHLB 7,500 4,000 Treasury stock acquired (511) (893) Payment of cash dividends (94) (93) Net increase (decrease) in advances from borrowers for taxes and insurance (12) (31) ------ ------ Net cash provided by (used in) financing activities 5,806 1,997 ------ ------ Net increase (decrease) in cash and cash equivalents (722) (1,404) Cash and cash equivalents at beginning of year 2,305 3,473 ------ ------ Cash and cash equivalents at end of period $1,583 $2,069 ====== ====== Supplemental disclosures: Cash paid during the six months for: Interest $3,023 $2,657 Taxes on income 351 281 Transfers from loans to real estate owned 191 97 ====== ====== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MIDWEST BANCSHARES, INC. and SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Significant Accounting Policies The consolidated financial statements for the three months and six months ended June 30, 1996 and 1995 are unaudited and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of management, the accompanying consolidated financial statements contain all adjustments, which are of a normal recurring nature, necessary for a fair presentation. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for an entire year. The accounting policies followed by the Company are set forth in Note 1 to the Company's consolidated financial statements contained in the 1995 Annual Report to stockholders and are incorporated herein by reference. MIDWEST BANCSHARES, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Midwest Bancshares, Inc. (the "Company") had net earnings of $301,000 and $536,000, or $0.81 and $1.41 per share, respectively, for the three months and six months ended June 30, 1996, compared to $245,000 and $506,000, or $0.62 and $1.25 per share, for the same periods in 1995. The increases in net earnings are discussed in more detail below. Net Interest Income Net interest income increased $46,000 and $32,000, respectively, for the three months and six months ended June 30, 1996 over the comparable periods in 1995. The Company's net interest rate spread was 2.75% and 2.70%, respectively, for the three months and six months ended June 30, 1996 compared to 2.74% and 2.81% for the comparable periods in 1995. The Company's net interest margin on interest-earning assets was 2.99% for both the three months and six months ended June 30, 1996 compared to 2.99% and 3.05% for the comparable periods in 1995. Interest income increased by $192,000 and $410,000 for the three months and six months ended June 30, 1996, respectively, over the comparable periods in 1995. Average interest-earning assets increased by approximately $6.0 million and $5.9 million for the three months and six months ended June 30, 1996, respectively, compared to the same periods in 1995. The increases in average interest-earning assets were primarily due to increases in loans outstanding and increases in investments, primarily U.S. Agency bonds, funded by increases in FHLB advances. The average yield on interest-earning assets increased by 24 basis points and 30 basis points, respectively, for the three months and six months ended June 30, 1996, over the comparable periods in 1995. The increases in average yield were primarily due to the purchase of investments and loans yielding higher market interest rates and due to adjustable-rate loans and mortgage-backed securities in the portfolio adjusting to higher rates in response to higher market interest rates. Yield adjustments on the Company's adjustable-rate portfolio occur periodically over time and may tend to lag behind the changes experienced in the market. These adjustments may also be limited by periodic and lifetime caps on such adjustments. Interest expense increased by $146,000 and $378,000, respectively, for the three months and six months ended June 30, 1996, over the comparable periods in 1995. Average interest-bearing liabilities increased by approximately $6.1 million and $5.5 million for the three months and six months, respectively, primarily due to increases of $10.8 million and $10.2 million in borrowings from the FHLB, partially offset by decreases of $4.7 million and $4.7 million of deposits, respectively. The decrease in average deposits was primarily the result of the sale of $7.7 million of deposits in December, 1995. The average rates paid on interest-bearing liabilities increased 24 basis points and 40 basis points for the three months and six months ended June 30, 1996, respectively, over the comparable periods in 1995. The increases in average rates paid were primarily due to deposits and FHLB advances repricing to higher rates as a result of higher market interest rates. The changing mix of funding sources also contributed to the increase in the cost of funds as the Company increased its borrowings from the FHLB, in order to fund asset growth, at rates which were generally higher than the overall cost of deposits. Provision for Losses on Loans The provision for losses on loans was $12,000 and $24,000 for the three months and six months ended June 30, 1996 and 1995. The amount of provision was a result of the determination by management to maintain the allowance for losses on loans at an adequate level to absorb potential loan losses. At June 30, 1996 and 1995, the Company's allowance for losses on loans totaled $663,000 and $652,000, respectively, or 0.83% and 0.91% of total loans, excluding mortgage-backed securities, and 348.95% and 486.57% of total non-performing loans. The latter ratio was impacted by a $64,000 increase in non-performing loans from $126,000 at June 30, 1995 to $190,000 at June 30, 1996. MIDWEST BANCSHARES, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations (continued) Provision for Losses on Loans (continued) Management does not believe this represents a significant trend of increasing delinquencies. The Company had net charge-offs of zero and $37,000, respectively, during the three months and six months ended June 30, 1996 compared to $22,000 for the three months and six months ended June 30, 1995. Non-interest income Total non-interest income increased by $46,000 and $20,000 for the three months and six months ended June 30, 1996 compared to the same periods in 1995. The increases were primarily the result of a $59,000 cash distribution received from the Company's data processor in June, 1996, partially offset by a $23,000 and a $50,000 gain on the sale of marketable equity securities for the three months and six months ended June 30, 1995 with no comparable gains in 1996. Also contributing to the increase in non-interest income for the three months and six months ended June 30, 1996 were increases of $9,000 and $10,000 in commissions on the sale of insurance products due to the offering rates on these products becoming more attractive relative to other investment alternatives. Non-interest expenses Total non-interest expenses decreased by $9,000 and $37,000 for the three months and six months ended June 30, 1996 compared to the same periods in 1995. The decrease for the three months ended June 30, 1996 was primarily the result of a $12,000 decrease in compensation and benefits, partially offset by an increase in other non-interest expenses. The decrease for the six months ended June 30, 1996 was primarily the result of a $16,000 decrease in real estate owned expense, primarily due to a $10,000 gain on sale of an REO property, and a $19,000 decrease in compensation and benefits. The decreases in compensation and benefits were primarily due to increased loan production due to more favorable borrowing rates, primarily in the first quarter, which resulted in increased loan fees of $10,000 and $28,000 for the three months and six months ended June 30, 1996, respectively, which offset the cost of originating loans, primarily compensation and benefits. Taxes on Income Taxes on income were $45,000 and $59,000 more for the three months and six months ended June 30, 1996, than the comparable periods in 1995. The increases were primarily due to increased taxable income and due to accruing taxes at the full corporate tax rate for 1996, whereas the tax rate for 1995 was reduced by the percentage of taxable income method of deducting bad debt losses. Financial Condition The Company's total assets at June 30, 1996 were $138.6 million, increasing from $133.0 million at December 31, 1995. The increase was due to an intentional increase in interest-earning assets in an effort to increase net interest income. The increase of approximately $5.6 million was primarily due to the purchase of $7.6 million of securities available for sale, the purchase of $2.0 million of mortgage-backed securities to be held to maturity, the purchase of $4.0 million in loans receivable, and the net origination of loans receivable of $1.6 million, partially offset by maturities of $5.5 million of investment securities held to maturity, and principal repayments of $2.8 million from mortgage-backed securities. The increase in total assets was funded by borrowing $7.5 million in advances from the FHLB, partially offset by a decrease in deposits of $1.1 million. Cash of $511,000 was used to acquire 5% of the MIDWEST BANCSHARES, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition (continued) Company's common stock during the six months ended June 30, 1996 pursuant to the Company's stock repurchase program. Loan originations during the six months ended June 30, 1996 totaled $5.9 million more than in the same period in 1995. The increase was primarily due to a more favorable lending market due to lower loan rates in the first quarter of 1996 compared to the first quarter of 1995. Total stockholders' equity decreased $652,000 due to the $511,000 purchase of treasury stock and the $596,000 change in net unrealized losses on investments available for sale, offset by the $536,000 net earnings for the period less $91,000 in dividends declared during the period. Liquidity and Capital Resources The Company's principal sources of funds are deposits and advances from FHLB, amortization and prepayment of loan principal (including mortgage-backed securities), sales or maturities of investment securities, mortgage-backed securities and short-term investments and operations. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan repayments are more influenced by interest rates, general economic conditions and competition. The Company generally manages the pricing of its deposits to maintain a steady deposit balance, but has from time to time decided not to pay deposit rates that are as high as those of its competitors, and, when necessary, to supplement deposits with longer term and/or less expensive alternative sources of funds. Federal regulations require the Association to maintain minimum levels of liquid assets consisting of cash and other eligible investments. The required percentage is currently 5% of net withdrawable savings deposits and borrowings payable on demand or in one year or less during the preceding calendar quarter. For June 1996, the Association's liquidity ratio was 10.9% compared to 23.4% for December 1995. The decrease was primarily due to the purchase of investment securities available for sale, which, because of their maturity term, did not qualify as liquid investments and due to the use of liquid assets to fund an increase in the loan portfolio. Assuming market interest rates stabilize or decrease, a high level of liquidity may have a negative effect on the Association's interest rate spread due to a larger amount of the Association's assets earning the then-current lower rates of interest. However, a high level of liquidity positions the Association to respond to possible higher interest rates by providing the Association with the ability to deploy liquid assets into higher yielding assets as rates increase. The Association intends to deploy liquid assets by increasing its loan portfolio; however, its ability to do so depends on the loan demand in its market areas, competition for such loans, to the extent they meet the Association's underwriting guidelines, and opportunities for participating in loans in nearby markets. Liquidity management is both a daily and long-term responsibility of management. The Association adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-bearing deposits, and (iv) the objectives of its asset/liability management strategy. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations. If the Association requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the Federal Home Loan Bank. The Association anticipates that it will have sufficient funds available to meet current loan and purchase commitments. At June 30, 1996, the Association had outstanding commitments to extend credit totaling $0.9 million and to purchase loans totaling $0.6 million. MIDWEST BANCSHARES, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources (continued) At June 30, 1996, the Association had tangible and core capital of $8.7 million, or 6.32% of total adjusted assets which exceeded the regulatory requirements of 1.5% and 3.0%, respectively, by $6.7 million and $4.6 million, respectively. The risk-based capital requirement is currently 8% of risk-weighted assets. As of June 30, 1996, the Association had risk-weighted assets of $58.2 million, a risk-based requirement of $4.7 million and risk-based capital of $9.4 million, or 16.17%, which exceeds the requirement by $4.8 million. Regulatory Capital Table (Dollars in thousands) Tangible Core Risk-based Capital Capital Capital -------- ------- ------- Association's capital $8,745 $8,745 $8,745 Additional capital - general allowances -- -- 663 ------ ------ ------ Regulatory capital $8,745 $8,745 $9,408 Minimum capital requirement 2,075 4,149 4,655 ------ ------ ------ Excess regulatory capital $6,670 $4,596 $4,753 ====== ====== ====== The unrealized (loss) appreciation on securities available for sale, which is a component of stockholders' equity, is a result of the implementation of Statement No. 115 of the Financial Accounting Standards Board. At June 30, 1996, the net unrealized loss of $255,000, down from a net gain of $341,000 at December 31, 1995, consisted primarily of the net unrealized market loss, net of tax, due to increased market interest rates, on certain GNMA mortgage-backed securities, U.S. Agency securities, and marketable equity securities which have been identified as available for sale by management. Proposed Regulatory Action Regarding Insurance Assessments The deposits of the Association are presently insured by the Savings Association Insurance Fund (the "SAIF"), which together with the Bank Insurance Fund (the "BIF"), are the two insurance funds administered by the Federal Deposit Insurance Corporation (the "FDIC"). Effective in the third quarter of 1995, the FDIC revised the premium schedule for BIF-insured banks to provide a range of .04% to .31% of deposits (as compared to the current range of .23% to .31% of deposits for SAIF-insured institutions). In addition, in November 1995, the FDIC further revised the schedule to provide a range of 0% to .27% (with a minimum annual premium of $2,000), effective January 1996. As a result, BIF members generally pay significantly lower premiums than SAIF members. While the magnitude of the competitive advantage of BIF-insured institutions and its impact on the Association's results of operations cannot be determined at this time, the decrease in BIF premiums could place the Association at a material competitive disadvantage should BIF members seek to price deposits higher or loan products lower than SAIF members. The Association currently qualifies for the minimum SAIF premium level of .23% of deposits. MIDWEST BANCSHARES, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Proposed Regulatory Action Regarding Insurance Assessments (continued) Proposed federal legislation provides for a one-time assessment estimated to be .80% to .90%, to be imposed on all SAIF assessable deposits as of March 31, 1995, including those held by commercial banks, and for BIF deposit insurance premiums to be used to pay the Financing Corporation ("FICO") bond interest on a pro rata basis together with SAIF premiums in order to recapitalize the SAIF and eliminate the disparity. The BIF and the SAIF would be merged effective January 1, 1998. If the legislation is enacted, it is anticipated the assessment would be payable in the fall of 1996. As part of the legislation, the Congress is considering requiring all federal thrift institutions, such as the Association, to either convert to a national bank or a state-chartered depository institution by January 1, 1998. In addition, the Company would no longer be regulated as a thrift holding company, but rather as a bank holding company. Certain aspects of the legislation remain unresolved and therefore no assurance can be given as to what extent it will affect the Company and the Association. MIDWEST BANCSHARES, INC. PART II. Other Information Item 1. Legal Proceedings ----------------- None. Item 2. Changes in Securities --------------------- None. Item 3. Defaults Upon Senior Securities ------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- (a) Annual meeting date: April 29, 1996 (c) The matters approved by stockholders at the meeting and number of votes cast for, against or withheld (as well as the number of abstentious and broker non-votes) as to each matter are set forth below: Proposal Number of Votes -------- --------------- Broker For Withheld Non-vote --- -------- -------- Election of the following directors for three-year terms: 1. Henry L. Hirsch 317,930 1,041 1,600 2. Robert D. Maschmann 318,160 811 1,600 Broker For Against Abstain Non-vote --- ------- ------- -------- Ratification of the appointment of KPMG Peat Marwick LLP as auditors for fiscal year ending December 31, 1996 312,946 500 5,525 1,600 Item 5. Other Information ----------------- None. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: Exhibit 11 Computation of Per Share Earnings Exhibit 27 Financial Data Schedule (b) There were no reports on Form 8-K filed during the quarter for which this report is filed. Signatures Pursuant to the requirement 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. MIDWEST BANCSHARES, INC. Registrant Date: July 31, 1996 /s/ William D. Hassel -------------------- ------------------------------------- William D. Hassel President and Chief Executive Officer (Principal Executive Officer) Date: July 31, 1996 /s/ Robert D. Maschmann -------------------- ------------------------------------- Robert D. Maschmann Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Index to Exhibits Sequentially Numbered Page Exhibit Where Attached Number Exhibits are Located - - - ------- -------------------- 11 Computation of Per Share Earnings 27 Financial Data Schedule