UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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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 March 31, 1997
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.
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(Exact name of small business issuer as specified in its charter)
Delaware 42-1390587
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(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
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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 348,339
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Class Shares Outstanding
as of May 7, 1997
MIDWEST BANCSHARES, INC. AND SUBSIDIARIES
INDEX
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Page
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Part I. Financial Information
Item 1 Financial Statements
Consolidated balance sheets March 31, 1997 and December 31, 1996 1
Consolidated statements of operations, for the three
months ended March 31, 1997 and 1996 2
Consolidated statements of cash flows, for the three
months ended March 31, 1997 and 1996 3
Notes to consolidated financial statements 4
Item 2. Management's discussion and analysis of financial condition
and results of operations 5 through 8
Part II. Other Information 9
Signautres 10
Exhibit 11 Computation of per share earnings
Exhibit 27. Financial Data Schedule
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)
March 31, 1997 December 31, 1996
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Assets
Cash and cash equivalents $1,702 $3,998
Securities available for sale 27,359 23,784
Securities held to maturity (estimated
fair value of $21,441 and $21,764) 21,537 21,811
Loans receivable, net 82,603 81,225
Real estate owned and in judgment, net --- 12
Federal Home Loan Bank stock, at cost 1,960 1,960
Office property and equipment, net 2,414 2,447
Accrued interest receivable 1,138 1,007
Other assets 293 181
-------- --------
Total assets $139,006 $136,425
======== ========
Liabilities
Deposits $104,444 $101,918
Advances from Federal Home Loan Bank 24,000 24,000
Advances from borrowers for taxes and insurance 222 378
Accrued interest payable 93 74
Accrued expenses and other liabilities 605 455
-------- --------
Total liabilities $129,364 $126,825
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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 8,032 7,837
Treasury stock, at cost, 106,661 shares
for 1997 and 105,621 shares for 1996 (2,241) (2,211)
Employee stock ownership plan (120) (120)
Unrealized (loss) appreciation on securities
available for sale, net of taxes on income (71) 52
-------- --------
Total stockholders' equity $9,642 $9,600
-------- --------
Total liabilities and stockholders' equity $139,006 $136,425
======== ========
See accompanying notes to consolidated financial statements.
Page 1
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
Three Months
Ended March 31,
1997 1996
------ ------
Interest income:
Loans receivable $1,659 $1,562
Securities available for sale 489 434
Securities held to maturity 332 461
Deposits in other financial institutions 30 15
Other interest-earning assets 34 33
------ ------
Total interest income 2,544 2,505
------ ------
Interest expense:
Deposits 1,216 1,174
Advances from FHLB and other borrowings 352 346
------ ------
Total interest expense 1,568 1,520
------ ------
Net interest income 976 985
Provision for losses on loans 12 12
------ ------
Net interest income after provision for losses on loans 964 973
------ ------
Non-interest income:
Fees and service charges 69 39
Other 18 12
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Total non-interest income 87 51
------ ------
Non-interest expense:
Compensation and benefits 326 301
Office property and equipment 95 88
Deposit insurance premiums 4 61
Data processing 42 41
Other 192 159
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Total non-interest expense 659 650
------ ------
Earnings before taxes on income 392 374
Taxes on income 145 139
------ ------
Net earnings $247 $235
====== ======
Earnings per share $0.66 $0.61
====== ======
See accompanying notes to consolidated financial statements.
Page 2
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Three Months
Ended March 31,
1997 1996
------ ------
Cash flows from operating activities:
Net earnings $247 $235
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Provision for losses on loans 12 12
Depreciation 40 33
Amortization of recognition and retention plan benefits --- 4
ESOP expense 15 11
Amortization of loan fees, premiums and discounts 4 35
(Increase) decrease in accrued interest receivable (131) (235)
(Increase) decrease in other assets (38) (1)
Increase (decrease) in accrued interest payable 19 18
Increase (decrease) in accrued expenses and other liabilities 135 19
------- -------
Net cash provided by operating activities 303 131
------- -------
Cash flows from investing activities:
Purchase of securities (3,962) (5,568)
Proceeds from maturities of securities --- 2,543
Loans purchased (1,989) (2,158)
Purchase of mortgage-backed securities (1,092) ---
Repayment of principal on mortgage-backed securities 1,552 1,240
Decrease (increase) in loans receivable 598 53
Proceeds from sale of real estate owned, net 12 27
Purchase of office property and equipment (6) (107)
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Net cash (used in) provided by investing activities (4,887) (3,970)
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Cash flows from financing activities:
Increase (decrease) in deposits 2,526 1,141
Proceeds from advances from FHLB --- 3,300
Treasury stock acquired (30) (311)
Payment of cash dividends (52) (48)
Net (decrease) increase in advances from borrowers
for taxes and insurance (156) (145)
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Net cash provided by (used in) financing activities 2,288 3,937
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Net (decrease) increase in cash and cash equivalents (2,296) 98
Cash and cash equivalents at beginning of year 3,998 2,305
------- -------
Cash and cash equivalents at end of period $1,702 $2,403
======= =======
Supplemental disclosures:
Cash paid during the three months for:
Interest $1,549 $1,503
Taxes on income 0 106
Transfers from loans to real estate owned 0 191
======= =======
See accompanying notes to consolidated financial statements.
Page 3
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Significant Accounting Policies
The consolidated financial statements for the three months ended March
31, 1997 and 1996 have not been audited 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
1996 Annual Report to stockholders and are incorporated herein by
reference.
Note 2. Reclassifications
Certain items on the consolidated financial statements as of, and for
the three months ended March 31, 1996 have been reclassified to conform
to the presentation as of, and for the three months ended March 31,
l997.
Page 4
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
When used in this Form 10-QSB, the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project", or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties
including changes in economic conditions in the Company's market area, changes
in policies by regulatory agencies, fluctuations in interest rates, demand for
loans in the Company's market area and competition, that could cause actual
results to differ materially from historical earnings and those presently
anticipated or projected. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as to
the date made. The Company wishes to advise readers that the factors listed
above could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
The Company does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or unanticipated
events.
Results of Operations
Midwest Bancshares, Inc. (the "Company") had net earnings of $247,000,
or $0.66 per share, for the three months ended March 31, 1997, compared to net
earnings of $235,000, or $0.61 per share, for the same period in 1996. The
increase in net earnings for the three month period was primarily due to a
$30,000 increase in fees and service charges as a result of a revised fee
structure on certain deposit services, partially offset by a decrease in net
interest income and an increase in non-interest expenses. More detailed
comparisons are discussed below.
Net Interest Income
Net interest income decreased $9,000, for the three months ended March
31, l997 over the comparable period in 1996. The Company's net interest rate
spread and net interest margin on interest-earning assets were 2.60% and 2.87%,
respectively, for the three months ended March 31, 1997 compared to 2.68% and
2.97% for the comparable period in 1996.
Interest income increased by $39,000 for the three months ended March
31, 1997 over the comparable period in 1996. Average interest-earning assets
increased by approximately $2.2 million for the three months ended March 31,
1997 compared to the same period in 1996. The increase in average
interest-earning assets was primarily due to an increase in loans outstanding
and securities available for sale. The average yield on interest-earning assets
was 7.63% for both the three months ended March 31, 1997 and 1996. Interest
income would have been approximately $13,000 higher if interest had been
collected on the three non-performing multi-family participation loans discussed
in the annual Form 10-KSB. These three loans total $874,000, and the lead lender
and the Association now have an agreement with the borrower which will bring the
loans current by September 1997 if the agreement is complied with.
Interest expense increased by $48,000 for the three months ended March
31, 1997 over the comparable period in 1996. Average interest-bearing
liabilities increased by approximately $2.8 million for the three months over
the comparable period in 1996, due to increases of $1.8 million and $1.0 million
in average deposits and borrowings from the FHLB, respectively. The average
rates paid on interest-bearing liabilities increased 8 basis points for the
three months ended March 31, 1997 over the comparable period in 1996.
Page 5
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
The provision for losses on loans was $12,000 for the three months
ended March 31, 1997 and 1996. 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 March 31, 1997 and 1996, the
Company's allowance for losses on loans totaled $698,000 and $651,000,
respectively, or 0.84% and 0.85% of total loans, excluding mortgage-backed
securities, and 61.28% and 369.89% of total non-performing loans. The latter
ratio was impacted by an $874,000 increase in non-performing multi-family loans,
primarily due to three multi-family loan which are on non-accrual status.
Management does not anticipate a material loss on the resolution of these loan
delinquencies as there is now an agreement in place to bring these loans
current. The Company had no net charge-offs during the three months ended March
31, 1997 compared to $37,000 of net charge-offs for the three months ended March
31, 1996.
Non-interest income
Total non-interest income increased by $36,000 for the three months
ended March 31, 1997 compared to the same period in 1996. The increase was
primarily due to a revised fee structure on certain deposit services. Also
contributing to the increase in non-interest income was a $9,000 special
dividend received from the Association's data processor in February 1997, with
no comparable dividend in the three months ended March 31, 1996.
Non-interest expense
Total non-interest expense increased by $9,000 for the three months
ended March 31, 1997 compared to the same period in 1996. The increase was
primarily composed of increases of $25,000 in compensation and benefits expense,
$7,000 in office property and equipment and $33,000 in other expenses. The
increased compensation and benefit expense was a result of collecting $9,000
less loan fees to offset the cost of loan production, primarily compensation and
benefits, and due to the hiring of a regulatory compliance officer and normal
cost of living increases in compensation and benefits. The increase in office
property and equipment was primarily a result of the Company's expanded ATM
network and computer equipment. The increase in other expenses was primarily due
to increased marketing expenses related to the expanded ATM network and
introduction of a new product, the home equity line of credit, and due to a
$7,000 increase in net real estate owned expenses. Partially offsetting these
increases was a $57,000 decrease in FDIC deposit insurance premiums, as a result
of the Deposit Insurance Funds Act of 1996 which was passed on September 30,
1996.
Taxes on Income
Taxes on income were $6,000 more for the three months ended March 31,
1997 than the comparable period in 1996. The increase was primarily due to
increased taxable income as the effective combined federal and state tax rate
remained constant at approximately 37%.
Page 6
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
The Company's total assets at March 31, 1997 were $139.0 million,
increasing from $136.4 million at December 31, 1996. The increase was due to an
intentional increase in interest-earning assets in an effort to increase net
interest income. The increase of approximately $2.6 million was primarily due to
the purchase of $4.0 million of securities available for sale, the purchase of
$1.1 million of mortgage-backed securities to be held to maturity, and the
purchase of $2.0 million in loans receivable, partially offset by principal
repayments of $1.6 million from mortgage-backed securities, a net decrease in
loans receivable, exclusive of purchased loans, of $0.6 million and a net
decrease in cash and cash equivalents of $2.3 million. The net increase in total
assets was primarily funded by an increase of $2.5 million of deposits.
Total stockholders' equity increased $42,000 due to the $247,000 net
earnings for the three months less $52,000 in dividends declared, partially
offset by the $123,000 change in net unrealized losses on investments available
for sale (due to increased market rates of interest) and a $30,000 increase in
treasury stock.
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 March 1997, the Association's liquidity ratio was 8.4% compared to 9.8% for
December 1996. The decrease was primarily due to the purchase of investment
securities 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 are stable 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 has, and intends to continue
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 and purchasing 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.
Page 7
MIDWEST BANCSHARES, INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources (continued)
The Association anticipates that it will have sufficient funds
available to meet current loan and purchase commitments. At March 31, 1997, the
Association had outstanding commitments to extend credit totaling $3.0 million
and commitments to purchase loans of $0.7 and investments of $2.4 million.
At March 31, 1997, the Association had tangible and core capital of
$9.0 million, or 6.47% of total adjusted assets which exceeded the regulatory
requirements of 1.5% and 3.0%, respectively, by $6.9 million and $4.8 million,
respectively. The risk-based capital requirement is currently 8% of
risk-weighted assets. As of March 31, 1997, the Association had risk-weighted
assets of $61.3 million, a risk-based requirement of $4.9 million and risk-based
capital of $9.7 million, or 15.77%, which exceeds the requirement by $4.8
million. The Association's regulatory capital information is shown in the table
below.
Regulatory Capital Table
(In thousands)
Tangible Core Risk-based
Capital Capital Capital
----------------------------------
Association's capital $8,961 $8,961 $8,961
Additional capital - general allowances -- -- 698
------ ------ ------
Regulatory capital 8,961 8,961 9,659
Minimum capital requirement 2,078 4,155 4,901
------ ------ ------
Excess regulatory capital $6,883 $4,806 $4,758
====== ====== ======
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 March 31,
1997, the net unrealized loss of $71,000, down from a net gain of $52,000 at
December 31, 1996, 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.
Page 8
MIDWEST BANCSHARES, INC.
PART II. Other Information
Item 1. Legal Proceedings
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None.
Item 2. Changes in Securities
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None.
Item 3. Defaults Upon Senior Securities
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None.
Item 4. Submission of Matters to a Vote of Security Holders
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(a) Annual meeting date: April 28, 1997
(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. Yuh-Fen (Boni) Lin 250,037 1,750 0
2. James E. Witte 247,802 3,985 0
Broker
For Against Abstain Non-vote
--- ------- ------- --------
Ratification of the appointment
of KPMG Peat Marwick LLP as
auditors for fiscal year
ending December 31, 1997 251,637 0 150 0
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.
Page 9
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: May 7, 1997 /s/ William D. Hassel
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William D. Hassel
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 7, 1997 /s/ Robert D. Maschmann
-------------------- ------------------------------
Robert D. Maschmann
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Page 10
Index to Exhibits
Sequentially
Numbered Page
Exhibit Where Attached
Number Exhibits are Located
- -------- --------------------
11 Computation of Per Share Earnings
27 Financial Data Schedule