UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) |
_X_ QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
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: 0-28080
UNITED FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
MINNESOTA | 81-0507591 |
(State or Other Jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification No.) |
P.O. Box 2779, 120
First Avenue North, Great Falls, Montana 59403
(Address of Principal Executive Offices) (Zip Code)
(406) 727-6106
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 by Rule 12b-2 of the Securities Exchange Act of 1934).
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, no par value; 2,436,475 shares outstanding as of November 8, 2004
Page i
UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except per share data)
(Unaudited)
September 30, | December 31, | ||||
---|---|---|---|---|---|
2004 | 2003 | ||||
ASSETS | |||||
Cash and cash equivalents | $ 20,915 | $ 13,514 | |||
Securities available-for-sale | 35,497 | 43,279 | |||
Restricted stock, at cost | 4,211 | 4,109 | |||
Loans held for sale | 4,582 | 3,883 | |||
Loans receivable, net | 262,137 | 227,179 | |||
Accrued interest receivable | 2,552 | 1,784 | |||
Premises and equipment, net | 8,041 | 7,512 | |||
Real estate and other personal property owned | 654 | 678 | |||
Goodwill | 1,422 | 1,422 | |||
Deferred income taxes, net | 372 | 272 | |||
Other assets | 1,207 | 1,185 | |||
$341,590 | $304,817 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||
Deposits: | |||||
Demand, NOW and money market demand accounts | $ 79,948 | $ 69,851 | |||
Savings deposits | 56,834 | 54,897 | |||
Time deposits | 112,467 | 102,766 | |||
249,249 | 227,514 | ||||
Federal Home Loan Bank advances | 42,107 | 31,000 | |||
Securities sold under agreements to repurchase | 13,667 | 7,889 | |||
Accrued interest payable | 1,040 | 1,015 | |||
Income taxes payable | 136 | | |||
Subordinated debt owed to trust | 3,093 | 3,093 | |||
Other liabilities | 1,923 | 1,925 | |||
311,215 | 272,436 | ||||
Stockholders equity: | |||||
Preferred stock, no par value; authorized 2,000,000 | |||||
shares; no shares issued and outstanding | | | |||
Common stock, no par value; authorized 8,000,000 shares; 2,436,475 | |||||
and 2,437,042 shares issued and outstanding | |||||
at September 30, 2004 and December 31, 2003, | |||||
respectively | 26,649 | 27,025 | |||
Retained earnings, substantially restricted | 3,545 | 5,015 | |||
Accumulated other comprehensive income, net | 181 | 341 | |||
30,375 | 32,381 | ||||
$341,590 | $304,817 | ||||
Equity/Assets | 8.89 | % | 10.62 | % | |
Book Value/Share | $ 12.47 | $ 13.29 |
See Notes to Consolidated Condensed Financial Statements
Page 1
UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||
---|---|---|---|---|---|---|---|---|---|
2004 | 2003 | 2004 | 2003 | ||||||
Interest income | |||||||||
Loans receivable | $4,289 | $3,982 | $12,117 | $11,909 | |||||
Taxable investments | 395 | 325 | 1,190 | 1,215 | |||||
Nontaxable investments | 13 | 24 | 42 | 76 | |||||
Other interest earning assets | 38 | 66 | 121 | 231 | |||||
Total interest income | 4,735 | 4,397 | 13,470 | 13,431 | |||||
Interest expense | |||||||||
Deposits | 854 | 1,012 | 2,524 | 3,364 | |||||
Other borrowings | 485 | 405 | 1,271 | 1,281 | |||||
Total interest expense | 1,339 | 1,417 | 3,795 | 4,645 | |||||
Net interest income | 3,396 | 2,980 | 9,675 | 8,786 | |||||
Provision for loan losses | | 128 | 70 | 703 | |||||
Net interest income after provision for loan losses | 3,396 | 2,852 | 9,605 | 8,083 | |||||
Non-interest income | |||||||||
Gain on sale of loans | 831 | 1,397 | 2,113 | 4,226 | |||||
Service charges and fees | 296 | 313 | 840 | 760 | |||||
Gain on sale of securities available-for-sale | | | 213 | 18 | |||||
Other | 32 | 46 | 144 | 130 | |||||
Total non-interest income | 1,159 | 1,756 | 3,310 | 5,134 | |||||
Non-interest expense | |||||||||
Compensation and benefits | 1,766 | 1,913 | 4,842 | 5,241 | |||||
Occupancy and equipment expense | 381 | 345 | 1,063 | 945 | |||||
Data processing fees | 193 | 181 | 563 | 528 | |||||
Other expenses | 587 | 720 | 1,740 | 1,913 | |||||
Total non-interest expense | 2,927 | 3,159 | 8,208 | 8,627 | |||||
Income from continuing operations before | |||||||||
income taxes | 1,628 | 1,449 | 4,707 | 4,590 | |||||
Income taxes | 614 | 438 | 1,773 | 1,621 | |||||
Income from continuing operations | 1,014 | 1,011 | 2,934 | 2,969 | |||||
Discontinued Operations | |||||||||
Income from discontinued operations (net of tax) | | 723 | | 891 | |||||
Net income | $1,014 | $1,734 | $ 2,934 | $ 3,860 | |||||
Basic earnings per share | |||||||||
Continuing operations | $ .42 | $ .41 | $ 1.21 | $ 1.22 | |||||
Discontinued operations | | .30 | | .36 | |||||
Per Share Net Income | $ .42 | $ .71 | $ 1.21 | $ 1.58 | |||||
Diluted earnings per share | |||||||||
Continuing operations | $ .40 | $ .40 | $ 1.17 | $ 1.18 | |||||
Discontinued operations | | .29 | | .36 | |||||
Per Share Net Income | $ .40 | $ .69 | $ 1.17 | $ 1.54 | |||||
Dividends declared per share | $ .27 | $ .27 | $ 1.81 | $ .63 | |||||
Weighted average shares outstanding-basic | 2,436 | 2,442 | 2,434 | 2,440 | |||||
Weighted average shares outstanding-diluted | 2,509 | 2,525 | 2,515 | 2,503 | |||||
See Notes to Consolidated Condensed Financial Statements
Page 2
UNITED FINANCIAL CORP.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|
September 30, 2004 | September 30, 2003 | |||||||
Cash flows from operating activities | ||||||||
Net cash from operating activities | $ | 1,720 | $ | 5,928 | ||||
Cash flows from investing activities | ||||||||
Net increase in loans receivable | (35,161 | ) | (11,750 | ) | ||||
Purchases of securities available-for-sale | (8,995 | ) | (21,207 | ) | ||||
Proceeds from maturities, pay downs and sales of securities | ||||||||
available-for-sale | 16,645 | 24,557 | ||||||
Proceeds from sale of Valley Bancorp, Inc. stock | | 9,012 | ||||||
Purchases of premises and equipment | (962 | ) | (640 | ) | ||||
Proceeds from sale of premises and equipment | | 13 | ||||||
Proceeds from sale of real estate and other personal property | ||||||||
owned | 148 | 84 | ||||||
Net cash from investing activities | (28,325 | ) | 69 | |||||
Cash flows from financing activities | ||||||||
Net increase in deposits | 21,735 | 3,296 | ||||||
Proceeds from Federal Home Loan Bank advances | 57,750 | 30,500 | ||||||
Payments on Federal Home Loan Bank advances | (46,643 | ) | (33,500 | ) | ||||
Payments on line of credit | | (700 | ) | |||||
Net increase (decrease) in securities sold under agreements to | ||||||||
repurchase | 5,778 | (3,963 | ) | |||||
Increase in advances from borrowers for taxes and | ||||||||
insurance | 167 | 179 | ||||||
Dividends paid to stockholders | (4,404 | ) | (1,523 | ) | ||||
Proceeds from issuance of common stock | 247 | 38 | ||||||
Purchase of treasury stock | (624 | ) | | |||||
Net cash from financing activities | 34,006 | (5,673 | ) | |||||
Increase in cash and cash equivalents | 7,401 | 324 | ||||||
Cash and cash equivalents at beginning of year | 13,514 | 17,992 | ||||||
Cash and cash equivalents at end of period | $ | 20,915 | $ | 18,316 | ||||
Supplemental Cash Flow Disclosure | ||||||||
Cash payments for interest | $ | 3,770 | $ | 4,964 | ||||
Cash payments for income taxes | $ | 1,616 | $ | 2,370 | ||||
Non Cash Investing and Financing Activities | ||||||||
Vehicle financed | $ | | $ | 28 | ||||
Acquisition of other personal property in settlement of loans | $ | 173 | $ | 231 |
See Notes to Consolidated Condensed Financial Statements
Page 3
UNITED FINANCIAL CORP.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. | GENERAL |
United Financial Corp. (United) is a bank holding company headquartered in Great Falls, Montana. United was organized as a Minnesota corporation in 1996. Uniteds banking business in Montana is conducted through its wholly owned subsidiary, Heritage Bank, a Montana corporation established in 1923, with operations in 15 locations in 13 Montana communities.
Heritage Bank is a state-chartered commercial bank with locations in Billings, Bozeman, Chester, Fort Benton, Geraldine, Glendive, Great Falls (three locations), Hamilton, Havre, Kalispell, Missoula, Libby and Shelby, Montana. Heritage Bank is engaged in the community banking business of attracting deposits from the general public through its branches and using those deposits, together with other available funds, to originate commercial (including lease financing), commercial real estate, residential, agricultural and consumer loans primarily in its market areas in Montana. Heritage Banks banking business is concentrated in the Great Falls area through its two full service branches and one separate drive up location. Based on total assets, 58% of Uniteds assets are located at Heritage Banks Great Falls locations. Heritage Bank also invests in mortgage-backed securities, U.S. Treasury obligations, other U.S. Government agency obligations and other interest-earning assets.
Heritage Banks financial condition and results of operations, and therefore the financial condition and results of operations of United, are dependent primarily on net interest income and fee income. Heritage Banks financial condition and results of operations are also significantly influenced by local and national economic conditions, changes in market interest rates, governmental policies, tax laws and the actions of various regulatory agencies.
Heritage Bank also holds a 14% ownership interest in Bankers Resource Center, a computer data center, located in Helena, Montana.
In December 2003, Heritage Bank incorporated a new wholly-owned subsidiary, Heritage Northwest, Inc., a mortgage banking company in Bellingham, Washingon, which began operations in the spring of 2004.
United makes available all periodic and current reports, free of charge, on its website as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). Uniteds website address is www.ufcmontana.com.
Uniteds principal offices are located at 120 First Avenue North, Great Falls, Montana 59401, and its telephone number is (406) 727-6106.
2. | BASIS OF PRESENTATION |
Uniteds consolidated financial statements, included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the consolidated financial condition, results of operations, and cash flows for the periods disclosed. Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results anticipated for the year ending December 31, 2004. For additional information, refer to the consolidated audited financial statements and footnotes thereto included in Uniteds Annual Report to Shareholders and Annual Report on Form 10-K for the year ended December 31, 2003.
Page 4
3. | COMPREHENSIVE INCOME |
Uniteds only significant element of comprehensive income is unrealized gains and losses on securities available-for-sale.
(In thousands)
(Unaudited)
Three Months Ended September 30, 2004 | Three Months Ended September 30, 2003 | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Before Tax | Tax Expense | After Tax | Before Tax | Tax Expense | After Tax | |||||||||||||||
Net income | $ | 1,628 | $ | 614 | $ | 1,014 | $ | 2,867 | $ | 1,133 | $ | 1,734 | ||||||||
Unrealized and realized | ||||||||||||||||||||
holding gains arising during | ||||||||||||||||||||
period | 633 | 244 | 389 | 432 | 163 | 269 | ||||||||||||||
Less: reclassification adjustment | ||||||||||||||||||||
for gains included in net income | | | | (1 | ) | | (1 | ) | ||||||||||||
Net unrealized gains on | ||||||||||||||||||||
securities available for sale | 633 | 244 | 389 | 431 | 163 | 268 | ||||||||||||||
Less: portion of unrealized gains | ||||||||||||||||||||
allocated to minority | ||||||||||||||||||||
interest | | | | 50 | | 50 | ||||||||||||||
Total comprehensive income | $ | 2,261 | $ | 858 | $ | 1,403 | $ | 3,248 | $ | 1,296 | $ | 1,952 | ||||||||
Nine Months Ended September 30, 2004 | Nine Months Ended September 30, 2003 | |||||||||||||||||||
Before Tax | Tax Expense | After Tax | Before Tax | Tax Expense | After Tax | |||||||||||||||
Net income | $ | 4,707 | $ | 1,773 | $ | 2,934 | $ | 6,176 | $ | 2,316 | $ | 3,860 | ||||||||
Unrealized and realized | ||||||||||||||||||||
holding gains (losses) arising during | ||||||||||||||||||||
period | (47 | ) | (17 | ) | (30 | ) | 656 | 249 | 407 | |||||||||||
Less: reclassification adjustment | ||||||||||||||||||||
for gains included in net income | 213 | 83 | 130 | 18 | 7 | 11 | ||||||||||||||
Net unrealized gains (losses) on | ||||||||||||||||||||
securities available for sale | (260 | ) | (100 | ) | (160 | ) | 638 | 242 | 396 | |||||||||||
Less: portion of unrealized gains | ||||||||||||||||||||
allocated to minority interest | | | | 28 | | 28 | ||||||||||||||
Total comprehensive income | $ | 4,447 | $ | 1,673 | $ | 2,774 | $ | 6,786 | $ | 2,558 | $ | 4,228 | ||||||||
Page 5
4. | CASH EQUIVALENTS |
For purposes of the consolidated condensed statements of cash flows, United considers all cash, daily interest and non-interest bearing demand deposits with banks with original maturities of three months or less to be cash equivalents.
5. | COMPUTATION OF EARNINGS PER SHARE |
Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the weighted average number of common shares used to compute basic EPS plus the incremental amount of potential common stock determined by the treasury stock method. Potential common stock includes the incremental shares under stock option plans.
The following table sets forth the computation of basic and diluted earnings per share.
(In thousands, except per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2004 | 2003 | 2004 | 2003 | |||||||||||
Weighted average shares outstanding during | ||||||||||||||
the period on which basic earnings per | ||||||||||||||
share is calculated | 2,436 | 2,442 | 2,434 | 2,440 | ||||||||||
Add: incremental shares under stock option | ||||||||||||||
plans | 73 | 83 | 79 | 63 | ||||||||||
Average outstanding shares on which diluted | ||||||||||||||
earnings per share is calculated | 2,509 | 2,525 | 2,515 | 2,503 | ||||||||||
Net income applicable to common | ||||||||||||||
stockholders, basic and diluted | $ | 1,014 | $ | 1,734 | $ | 2,934 | $ | 3,860 | ||||||
Basic earnings per share | ||||||||||||||
Continuing operations | $ | .42 | $ | .41 | $ | 1.21 | $ | 1.22 | ||||||
Discontinued operations | | .30 | | .36 | ||||||||||
Net income | $ | .42 | $ | .71 | $ | 1.21 | $ | 1.58 | ||||||
Diluted earnings per share | ||||||||||||||
Continuing operations | $ | .40 | $ | .40 | $ | 1.17 | $ | 1.18 | ||||||
Discontinued operations | | .29 | | .36 | ||||||||||
Net income | $ | .40 | $ | .69 | 1.17 | $ | 1.54 | |||||||
6. | RELATED PARTIES |
Central Financial Services, Inc. (CFS) provides various management services to United, including certain accounting and tax services, investment consulting, personnel consulting, asset-liability management and regulatory consulting. CFS is owned by Uniteds former Chairman of the Board of Directors and its current largest shareholder and has been providing similar services to various banks and financial services organizations since December of 1988. CFS fees billed to United were approximately $ .1 million and $ .3 million for each of the three and nine month periods ended September 30, 2004 and 2003, respectively. The fees are billed by CFS on an hourly basis for work performed by Uniteds current Chairman and CEO, its former Chairman, and four other employees. Neither the former Chairman nor the current Chairman and CEO of United receive direct compensation from United for these services. Each is compensated for services as a director through directors fees of $350 per month, and for services as an officer of United through CFS. Through CFS, the former Chairman and current Chairman and CEO earn annual salaries of $100,000 and $145,000, respectively. Uniteds portion of those salaries was approximately 54%, based upon CFS billings during those periods.
Page 6
Heritage Bank holds a 14% ownership interest in Bankers Resource Center (BRC), which provides data processing services for Heritage Bank. The charges for BRCs services were $ .2 million and $ .5 million for each of the three and nine months ended September 30, 2004 and 2003, respectively.
7. | SUBSEQUENT EVENT-DIVIDENDS DECLARED |
On October 26, 2004, the Board of Directors of United declared a quarterly cash dividend of $.27 per share, payable December 1, 2004, to shareholders of record on November 17, 2004.
8. | STOCK-BASED COMPENSATION |
United has a stock-based employee compensation plan, which is a stock option plan described more fully in footnotes included in Uniteds Annual Report to Shareholders and its Annual Report on Form 10-K for the year ended December 31, 2003. United accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan have an exercise price at or above to the market value of the underlying common stock on the date of grant.
The following table illustrates the effect on net income and earnings per share if United had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
(In thousands, except per share data) (Unaudited) |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2004 | 2003 | 2004 | 2003 | |||||||||||
Net income: As reported | $ | 1,014 | $ | 1,734 | $ | 2,934 | $ | 3,860 | ||||||
Deduct: Total stock-based employee | ||||||||||||||
compensation expense determined under fair | ||||||||||||||
value based method for all awards, net of | ||||||||||||||
related tax effects | (13 | ) | (15 | ) | (39 | ) | (43 | ) | ||||||
Pro forma net income | $ | 1,001 | $ | 1,719 | $ | 2,895 | $ | 3,817 | ||||||
Earnings per share: | ||||||||||||||
Basic as reported | $ | .42 | $ | .71 | $ | 1.21 | $ | 1.58 | ||||||
Basic pro forma | $ | .41 | $ | .70 | $ | 1.19 | $ | 1.56 | ||||||
Diluted as reported | $ | .40 | $ | .69 | $ | 1.17 | $ | 1.54 | ||||||
Diluted pro forma | $ | .40 | $ | .68 | $ | 1.15 | $ | 1.52 | ||||||
9. | CRITICAL ACCOUNTING POLICIES |
United has identified its most critical accounting policy to be that related to the allowance for loan losses. Uniteds allowance for loan losses methodology incorporates a variety of risk considerations in establishing an allowance for loan losses that management believes is appropriate. Risk factors include historical loss experience, delinquency and charge-off trends, collateral values, an analysis of the current loan portfolio, and the level of non-performing and impaired loans. An internal loan risk grading system is also used to evaluate potential losses of individual loans. Changes in any of the above factors could have a significant effect on the calculation of the allowance for loan losses in any given period. Therefore, a full analysis is performed by management on a quarterly basis to ensure that changes in estimated loan loss levels are adjusted on a timely basis.
Another critical accounting policy of United is that related to the carrying value of goodwill in accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). United adopted a market valuation approach in assessing goodwill impairment and will measure the carrying value similarly at least annually under the new accounting rules. Ongoing impairment analysis of the fair value of the remaining goodwill will involve a substantial amount of judgment. At September 30, 2004 and December 31, 2003, United had $1.4 million of recorded goodwill.
Page 7
SFAS No. 123, Accounting for Stock-Based Compensation, requires disclosure about stock-based compensation arrangements regardless of the method used to account for them. As permitted by SFAS No. 123, United has decided to apply the accounting provisions of Accounting Principles Board (APB) Opinion No. 25, and therefore discloses the difference between compensation cost included in net income and the related cost measured by the fair value-based method defined by SFAS No. 123, including tax effects, that would have been recognized in the statement of operations if the fair value method had been used. Under APB Opinion No. 25, no compensation cost has been recognized for Uniteds stock option plan. Had compensation cost for this plan been determined consistent with SFAS No. 123 and recognized over the vesting period, Uniteds net income and earnings per share would have been reduced to the pro forma amounts as presented in Note 8 above.
10. | DECONSOLIDATION OF SUBSIDIARY TRUST |
United previously issued $3.0 million of trust preferred securities. Pursuant to FASB Interpretation No. 46R (FIN 46R), Consolidation of Variable Interest Entities, issued in December 2003, United deconsolidated its trust preferred entities during the first quarter of 2004 and restated the December 31, 2003 balance sheet. As a result, the 2004 and 2003 balance sheets include $3.1 million of subordinated debt, which was previously included on Uniteds balance sheet as $3.0 million in trust preferred securities, after a consolidation elimination of $.1 million. The overall effect on Uniteds financial position and operating results of the deconsolidation was not material.
11. | SUBSEQUENT EVENT-SALE OF REAL ESTATE OWNED |
Real estate and other personal property owned at September 30, 2004 and December 31, 2003 included a net carrying value of approximately $.5 million for a duplicate facility. Through September 30, 2004, this facility had been under an operating lease for a monthly rental of approximately $9,000. Monthly expenses for depreciation and utilities averaged approximately $3,800. In October 2004, this duplicate facility was sold for approximately $.5 million.
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
1. | FORWARD LOOKING STATEMENTS |
This Quarterly Report on Form 10-Q and documents incorporated by reference into this Quarterly Report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements, which are subject to change. Forward looking statements can often be identified by words such as anticipates, expects, intends, plans, predicts, believes, seeks, estimates, may, will, should, would, could potential, continue, ongoing, similar expressions, and variations or negatives of these words. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the following factors, in addition to those contained in Uniteds reports on file with the SEC: (i) general economic or industry conditions could be less favorable than expected, resulting in a deterioration in credit quality, a change in the allowance for loan losses, or a reduced demand for Uniteds products and services; (ii) changes in the domestic interest rate environment, and managements ability to respond to those changes, could reduce net interest income and could increase loan losses; (iii) changes in the extensive laws, regulations and policies governing financial services companies could alter Uniteds business environment or affect operations; (iv) the potential need to adapt to industry changes in information technology systems, on which United is highly dependent, could present operational issues or require significant capital spending; (v) competitive pressures could intensify and affect Uniteds profitability, including as a result of continued industry consolidation, the increased availability of financial services from non-banks, technological developments, or bank regulatory reform; (vi) the impact of weather conditions in the geographic markets and business areas in which United conducts it business; and (vii) capital investments in Uniteds businesses may not produce expected growth in earnings anticipated at the time of the expenditure. Forward-looking statements speak only as of the date they are made, and United undertakes no obligation to update them in light of new information or future events.
Page 8
2. | KEY PERFORMANCE INDICATORS |
The following are considered by executive level management of United to be key performance indicators.
September 30, 2004 | September 30, 2003 | |||||||
---|---|---|---|---|---|---|---|---|
Capital ratios: | ||||||||
Tier 1 leverage ratio | 9.38 | % | 10.83 | % | ||||
Tier 1 risk-based capital ratio | 11.08 | % | 13.56 | % | ||||
Total risk-based capital ratio | 12.33 | % | 14.81 | % | ||||
Allowance for loan losses to loans | 1.40 | % | 1.64 | % | ||||
Book value per share | $ | 12.47 | $ | 13.22 | ||||
(In Thousands, from Continuing Operations) | ||||||||
Loans receivable, gross | $ | 265,870 | $ | 225,860 | ||||
Allowance for loan losses | 3,733 | 3,694 | ||||||
Nonperforming loans | 588 | 1,039 | ||||||
Total assets | 341,590 | 307,009 | ||||||
Total deposits | 249,249 | 228,526 | ||||||
Net loans to deposits | 105.17 | % | 97.22 | % | ||||
Nine Months Ended | ||||||||
September 30, 2004 | September 30, 2003 | |||||||
Net earnings: | ||||||||
Return on average assets | 1.03 | % | 1.65 | % | ||||
Return on average common equity | 12.64 | % | 16.42 | % | ||||
Net interest margin | 4.22 | % | 4.01 | % | ||||
Earnings per share-basic | $ | 1.21 | $ | 1.58 | ||||
Earnings per share-diluted | 1.17 | 1.54 | ||||||
Net loan charge-off | 92,321 | 121,794 | ||||||
Provision for loan loss | 70,000 | 702,500 | ||||||
Non Financial: | ||||||||
Full-time employees | 120 | 116 | ||||||
New deposit accounts | 4,009 | 3,606 | ||||||
Closed deposit accounts | 2,761 | 2,951 | ||||||
Full service branches | 13 | 12 | ||||||
ATMs | 6 | 5 |
Page 9
3. | MATERIAL CHANGES IN FINANCIAL CONDITION. COMPARISON OF SEPTEMBER 30, 2004 TO DECEMBER 31, 2003. |
(In Thousands) | Selected Financial Condition Data | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
September 30, 2004 | December 31, 2003 | $ Change | |||||||||
Cash and cash equivalents | $ | 20,915 | $ | 13,514 | $ | 7,401 | |||||
Securities available-for-sale | 35,497 | 43,279 | (7,782 | ) | |||||||
Restricted stock, at cost | 4,211 | 4,109 | 102 | ||||||||
Loans held for sale | 4,582 | 3,883 | 699 | ||||||||
Loans receivable, net | 262,137 | 227,179 | 34,958 | ||||||||
Premises and equipment, net | 8,041 | 7,512 | 529 | ||||||||
Real estate and other | |||||||||||
personal property owned | 654 | 678 | (24 | ) | |||||||
Goodwill, net | 1,422 | 1,422 | | ||||||||
All other assets | 4,131 | 3,241 | 890 | ||||||||
Total assets | 341,590 | 304,817 | 36,773 | ||||||||
Deposits | 249,249 | 227,514 | 21,735 | ||||||||
Federal Home Loan Bank | |||||||||||
advances | 42,107 | 31,000 | 11,107 | ||||||||
Securities sold under | |||||||||||
agreements to repurchase | 13,667 | 7,889 | 5,778 | ||||||||
Subordinated debt | 3,093 | 3,093 | | ||||||||
All other liabilities | 3,099 | 2,940 | 159 | ||||||||
Total liabilities | 311,215 | 272,436 | 38,779 | ||||||||
Stockholders equity, net | 30,375 | 32,381 | (2006 | ) |
Total assets increased $36.8 million to $341.6 million at September 30, 2004 from $304.8 million at December 31, 2003. The increase in assets was primarily the result of a net increase in loans receivable and loans held for sale of approximately $35.7 million. Other net increases totaling $1.1 million are detailed in the table above.
One of the goals of Uniteds management in 2004 is to build its loan portfolio at Heritage Bank. With only five classified loans at Heritage Bank at September 30, 2004, asset quality is exceptional. Overall loan demand has been steady in 2004, especially for commercial real estate and non-real estate loans. Although the volume of residential mortgage loan refinancing has slowed in 2004 as compared to 2003, activity in the residential mortgage purchase origination market has increased at Heritage Bank during the nine months ended September of 2004, bringing loans held for sale to $4.6 million or an increase of $ .7 million over December 31, 2003 levels. Heritage Bank completed the construction of its new Billings, Montana branch bank building in 2004, adding approximately $.6 million to its net premises and equipment balances. United increased deposits $21.7 million and Federal Home Bank advances $11.1 million in 2004 over December 31, 2003 which have funded the loan growth mentioned above.
Securities available-for-sale Securities available-for-sale decreased $7.8 million to $35.5 million at September 30, 2004 from $43.3 million at December 31, 2003. The decrease was the result of $9.0 million of purchases, offset by $16.6 million of maturities and calls, sales and principal repayments. The remaining decrease of $ .2 million was the result of an decrease in the unrealized gain on securities available-for-sale of $ .3 million, net premium amortization of $ .1 million and realized gains on sales of $ .2 million.
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A comparison of the amortized cost and estimated fair value of the consolidated available-for-sale investment portfolio at the dates indicated is as follows:
(In thousands) |
September 30, 2004 | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||
U.S. Government and federal | ||||||||||||||
agencies | $ | 3,000 | $ | 36 | $ | | $ | 3,036 | ||||||
Mortgage-backed securities | 31,284 | 273 | (52 | ) | 31,505 | |||||||||
Municipal bonds | 919 | 37 | 956 | |||||||||||
$ | 35,203 | $ | 346 | $ | (52 | ) | $ | 35,497 | ||||||
December 30, 2003 | ||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||
U.S. Government and federal | ||||||||||||||
agencies | $ | 8,000 | $ | 119 | $ | (13 | ) | $ | 8,106 | |||||
Mortgage-backed securities | 31,374 | 254 | (54 | ) | 31,574 | |||||||||
Municipal bonds | 1,825 | 74 | | 1,899 | ||||||||||
Corporate bonds and equity | ||||||||||||||
securities | 1,526 | 174 | | 1,700 | ||||||||||
$ | 42,725 | $ | 621 | $ | (67 | ) | $ | 43,279 | ||||||
Loans Receivable and Loans Held for Sale Net loans receivable increased $34.9 million to $262.1 million at September 30, 2004 from $227.2 million at December 31, 2003. The increase in loans during the first nine months of 2004 was primarily in the real estate loan category. First mortgage loans and contracts secured by real estate increased $17.6 million. Commercial real estate loans increased $5.0 million and all other loans increased $12.3 million.
Approximately 50% of the increase in net loans receivable was generated in Heritage Banks Billings, Bozeman and Kalispell branches. Billings is a new market for Heritage Bank in 2004 with Bozeman and Kalispell continuing to be robust markets. Another approximately 16% of the increase came from Heritage Banks Great Falls main branch, which was successful on several larger credits for new customers, and on loans for existing customers who have expanded their operations. Construction loans in the Great Falls branch have also increased as a function of low interest rates and a stable economy. The remaining increase of approximately 34% was spread proportionately between the remaining branches of Heritage Bank.
Heritage Bank also purchases and participates in commercial and lease financing loans. Heritage Bank had $25.8 million and $32.8 million of participation and purchased loans as of September 30, 2004 and December 31, 2003, respectively.
During the nine months ended September 30, 2004, loans held for sale increased $ .7 million to $4.6 million at September 30, 2004, as loan originations slightly outpaced secondary market sales. Approximately $106.8 million of residential real estate loans were originated for sale and $106.1 million of residential real estate loans were sold to the secondary market during the nine month period ending September 30, 2004.
Allowance for Loan Losses The loan loss reserve was $3.7 million at September 30, 2004 and December 31, 2003. The loan loss reserve at September 30, 2004 is an amount which management believes is adequate given the relatively low level of non-performing loans and managements assessment of loan risk. The allowance for loan losses to total loans at September 30, 2004 was 1.40%.
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Loans receivable, net of unamortized net deferred loan fees, at the dates indicated are summarized as follows:
(In thousands) |
September 30, 2004 | December 31, 2003 | ||||||
---|---|---|---|---|---|---|---|---|
First mortgage loans and contracts secured | ||||||||
by real estate | $ | 95,497 | $ | 77,942 | ||||
Commercial real estate loans | 53,194 | 48,235 | ||||||
Commercial loans | 57,721 | 53,985 | ||||||
Auto and other consumer loans | 30,736 | 27,087 | ||||||
Second mortgage consumer loans | 6,305 | 5,502 | ||||||
Agricultural loans | 18,334 | 14,511 | ||||||
Tax exempt municipal loans | 2,796 | 2,431 | ||||||
Savings account and other loans | 1,287 | 1,241 | ||||||
265,870 | 230,934 | |||||||
Less: Allowance for loan losses | (3,733 | ) | (3,755 | ) | ||||
$ | 262,137 | $ | 227,179 | |||||
A summary of activity in the allowance for loan losses for the dates indicated are as follows:
(In thousands) | Nine Months Ended September 30, 2004 | Year Ended December 31, 2003 | ||||||
---|---|---|---|---|---|---|---|---|
Balance, beginning of period | $ | 3,755 | $ | 3,113 | ||||
Provision for loan losses | 70 | 778 | ||||||
Losses charged off | (157 | ) | (148 | ) | ||||
Recoveries | 65 | 12 | ||||||
Balance, end of period | $ | 3,733 | $ | 3,755 | ||||
Non-Performing Assets When a borrower fails to make a scheduled payment on a loan and does not cure the delinquency within 15 days, Uniteds policy is to contact the borrower between the 15th and 30th day of delinquency to establish a repayment schedule. If a loan is not current, or a realistic repayment schedule is not being followed by the 90th day of delinquency, United will generally proceed with legal action to foreclose the property after the loan has been contractually delinquent for 90 days. Loans contractually past due for 90 days are classified as non-performing. However, not all loans past due for 90 days automatically result in the non-accrual of interest income. If a 90 day past due loan has adequate collateral, or is FHA insured or VA guaranteed, leading to the conclusion that no loss of principal and interest would likely be realized, then interest income will continue to be accrued.
Heritage Bank follows regulatory guidelines with respect to placing loans on non-accrual status. When a loan is placed on non-accrual status, all previously accrued and uncollected interest is reversed. At September 30, 2004, Heritage Bank had non-accrual loans totaling $ .3 million and loans totaling $ .2 million past due for 90 days and still accruing interest. At December 31, 2003 by comparison, Heritage Banks non-accrual loans totaled $.5 million and loans past due for 90 days and still accruing totaled $.3 million.
Heritage Bank is required to review, classify and report to the Board of Directors their assets on a regular basis and classify them as substandard (the distinct possibility that some loss will be sustained), doubtful (high likelihood of loss), or loss (uncollectible). Adequate valuation allowances are required to be established for assets classified as substandard or doubtful in accordance with generally accepted accounting principles. If an asset is classified as a loss, the institution must either establish a specific valuation allowance equal to the amount classified as loss or charge off such amount. At September 30, 2004 and December 31, 2003, Heritage Bank had no assets classified as losses. At both September 30, 2004 and December 31, 2003, Heritage Bank had no assets classified as doubtful. At September 30, 2004 and December 31, 2003, Heritage Bank had $ .4 and $ .6 million of reported substandard assets, respectively. As a percent of total Heritage Bank assets, substandard assets were approximately .11% and .19% at September 30, 2004 and December 31, 2003, respectively. At September 30, 2004
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and December 31, 2003, impaired loans were $ .4 and $ .6 million, respectively. Impaired loans included those loans classified as either substandard or doubtful.
Deposits Deposits increased $21.7 million to $249.2 million at September 30, 2004 from $227.5 million at December 31, 2003. This increase primarily resulted from a combination of competitive rates on all deposit offerings, and Heritage Banks commitment to community banking, both of which continue to attract depositors. Deposits have increased $7.2 million at Heritage Banks new Billings branch, which opened during the first quarter of 2004. Also at September 30, 2004, Heritage Bank held $5.0 million in brokered deposits. Heritage Bank held no brokered deposits at December 31, 2003.
(In thousands) | September 30, 2004 | December 31, 2003 | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Demand accounts | $ | 47,985 | 19.3 | % | $ | 36,551 | 16.1 | % | ||||||
NOW and money market accounts | 31,963 | 12.8 | 33,300 | 14.6 | ||||||||||
Savings accounts | 56,834 | 22.8 | 54,897 | 24.1 | ||||||||||
Certificate of deposits | 112,467 | 45.1 | 102,766 | 45.2 | ||||||||||
$ | 249,249 | 100.0 | % | $ | 227,514 | 100.0 | % | |||||||
Borrowed Funds FHLB advances increased $11.1 million from $ 31.0 million at December 31, 2003 to $42.1 million at September 30, 2004. The increase of $11.1 million was a net result of $57.7 million in advances and $46.6 million in repayments. Securities sold under agreements to repurchase increased $5.8 million to $13.7 million at September 30, 2004 from $7.9 million at December 31, 2003.
Stockholders Equity Stockholders equity totaled $30.4 and $32.4 million at September 30, 2004 and December 31, 2003, respectively. Stockholders equity activity included $2.9 million of net income for the nine months ended September 30, 2004 less cash dividends declared of $4.4 million, and a $ .6 million decrease due to purchases of corporate stock. A special one-time dividend of $1.00 per share payable June 1, 2004 was declared as a result of the increased earnings in 2003 and the current overall financial condition of the company. In addition $ .2 million in stock was issued under employee stock option plans. Finally, the equity adjustment for the change in market values of securities available-for-sale decreased $ .1 million.
4. | MATERIAL CHANGES IN RESULTS OF OPERATIONSCOMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003. |
(In thousands) | Selected Income Statement Data | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Unaudited) | Three Months Ended September 30, | |||||||||||||
2004 | 2003 | $ Change | % Change | |||||||||||
Interest income | $ | 4,735 | $ | 4,397 | 338 | 7.7 | % | |||||||
Interest expense | 1,339 | 1,417 | (78 | ) | (5.5 | ) | ||||||||
Net interest income | 3,396 | 2,980 | 416 | 13.9 | ||||||||||
Provision for losses on loans | | 128 | (128 | ) | 100.0 | |||||||||
Net interest income after | ||||||||||||||
provision for losses on loans | 3,396 | 2,852 | 544 | 19.1 | ||||||||||
Non-interest income | 1,159 | 1,756 | (597 | ) | 34.0 | |||||||||
Non-interest expense | 2,927 | 3,159 | (232 | ) | 7.4 | |||||||||
Income from continuing operations | ||||||||||||||
before income taxes | 1,628 | 1,449 | 179 | 12.3 | ||||||||||
Income taxes | 614 | 438 | 176 | 40.2 | ||||||||||
Income from continuing | ||||||||||||||
operations | 1,014 | 1,011 | 3 | .3 | ||||||||||
Gain on discontinued operations | ||||||||||||||
(net of tax) | | 723 | (723 | ) | 100.0 | |||||||||
Net income | $ | 1,014 | $ | 1,734 | (720 | ) | 41.5 | % | ||||||
Net Income from Continuing Operations United had net income from continuing operations of $1.0 million, or basic and diluted earnings per share of $ .42 and .40, respectively, for the three months ended September 30, 2004. For the three months ending September 30, 2003, United had income from continuing operations of $1.0 million, or basic and diluted
Page 13
earnings per share of $ .41 and .40, respectively. The decrease in net income in 2004 over 2003 was principally due to the $ .7 million of income from discontinued operations in 2003, or basic and diluted earnings per share of $ .30 and .29, respectively.
Net Interest Income Like most financial institutions, the most significant component of Uniteds earnings is net interest income, which is the difference between the interest earned on interest-earning assets (loans, investment securities, mortgage-backed securities and other interest-earning assets), and the interest paid on deposits and borrowings. This amount, when divided by average interest-earning assets, is referred to as the net interest margin, expressed as a percentage. Net interest income and net interest margins are affected by changes in interest rates, the volume and the mix of interest-earning assets and interest-bearing liabilities, and the level of non-performing assets. The difference between the yield on interest-earning assets and the cost of interest-bearing liabilities expressed as a percentage is referred to as the net interest-rate spread. Net interest income increased $ .4 million from $3.0 million for the three months ended September 30, 2003 to $3.4 million for the three months ended September 30, 2004. Net interest margin increased .37% from 3.98% for the three month period ended September 30, 2003 to 4.35% for the three month period ended September 30, 2004. Net interest spread increased .46% from 3.85% for the three month period ended September 30, 2003 to 4.31% for the three month period ended September 30, 2004. Increased volume of interest-earning assets, specifically loans, and decreased weighted average interest rates paid on customer deposits resulted in an increase in both net interest margin and net interest spread. Average loans as a percentage of average earning assets were 84.9% and 78.9% for the quarters ended September 30, 2004 and 2003, respectively.
Interest Income Interest income increased $ .3 million from $4.4 million for the three month period ended September 30, 2003 to $4.7 for the three month period ended September 30, 2004. For the three month period ended September 30, 2004, compared to the three month period ended September 30, 2003, interest on loans receivable increased $ .3 million, and interest on mortgage-backed securities, investments and interest on other interest-earning assets remained at $.4 million.
Interest Expense Interest expense decreased $ .1 million from $1.4 million for the three month period ended September 30, 2003 to $1.3 million for the three month period ended September 30, 2004. Although the average balance of deposits increased $6.0 million for the third quarter ended 2004 compared to the same quarter in 2003, lower interest rates during the third quarter of 2004 allowed for a decrease in interest expense on deposits of $.2 million during the third quarter of 2004 compared to the same quarter in 2003.
For the three month period ended September 30, 2004, compared to the three month period ended September 30, 2003, interest on other borrowings increased $ .1 million. The average balance of other borrowings increased $20.0 million for the quarter ended September 30, 2004 as compared to 2003. The combination of the increase in borrowings and lower interest rates on borrowed funds in 2004 resulted in a $ .1 million increase in interest expense on other borrowings in the third quarter of 2004 compared to the same period in 2003.
Provision for Loan Losses United made no loan loss provision in the third quarter ended September 30, 2004. Asset quality at Heritage Bank has remained strong. Heritage Banks past due and non-accrual loans totaled .28% and .46% of total loans at September 30, 2004 and 2003, respectively.
The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level which is considered adequate to absorb losses inherent in the loan portfolio in accordance with GAAP. Future additions to Uniteds allowance for loan losses and any change in the related ratio of the allowance for loan losses to non-performing assets are dependent upon the performance and composition of Uniteds loan portfolio, the economy, inflation, changes in real estate values and interest rates and the view of the regulatory authorities toward adequate reserve levels.
Non-interest Income In addition to net interest income, United generates significant non-interest income from a range of retail banking services, including mortgage banking activities and service charges for deposit services. Non-interest income decreased $ .6 million from $1.8 million for the three month period ended September 30, 2003 to $1.2 million for the three month period ended September 30, 2004, due to a decrease in gain on sale of loans, which is discussed further below.
Uniteds loan demand continued to be strong in the residential mortgage market, and particularly the purchase origination market, during the three month period ended September 30, 2004, as interest rates continued to be at levels which were attractive to customers in the residential mortgage market. As explained above, interest income and interest margins improved in the third quarter of 2004 as compared to 2003. Based on the number of loans originated for the three and nine months ended September 30, 2004 and 2003, purchase originations were down only 13.0% and 12.7%, respectively, in 2004 over 2003. United has seen a significant decline, however, in its residential mortgage refinancing market. Again based on
Page 14
number of loans originated for the three and nine months ended September 30, 2004 and 2003, refinances were down 81.0% and 74.1%, respectively, in 2004 compared to 2003. Gain on sale of loans decreased $ .6 million for the three month period ending September 30, 2004 to $ .7 million from $1.3 million for the same period in 2003. This decrease is a direct result of the decline in the home mortgage refinancing market mentioned above. The following table illustrates the comparison of number of loans originated for the three and nine month periods ended September 30, 2004 and 2003.
Number of Loans Originated Three Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
September 30, 2004 | September 30, 2003 | % Change | |||||||||
Purchase originations | 214 | 246 | (13.0 | )% | |||||||
Refinance originations | 77 | 405 | (81.0 | )% | |||||||
Total | 291 | 651 | |||||||||
Nine Months Ended | |||||||||||
September 30, 2004 | September 30, 2003 | % Change | |||||||||
Purchase originations | 527 | 604 | (12.7 | )% | |||||||
Refinance originations | 343 | 1,325 | (74.1 | )% | |||||||
Total | 870 | 1,929 | |||||||||
Non-interest Expense Uniteds non-interest expense decreased $ .2 million during the three month period ending September 30, 2004 as compared to the same period in 2003. This decrease was principally due to the decreased personnel expenses associated with commissions to loan originators in Uniteds mortgage banking department, as a result of the decline in the home mortgage refinancing market discussed previously.
5. | MATERIAL CHANGES IN RESULTS OF OPERATIONSCOMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003. |
(In thousands) | Selected Income Statement Data | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Unaudited) | Nine Months Ended September 30, | |||||||||||||
2004 | 2003 | $ Change | % Change | |||||||||||
Interest income | $ | 13,470 | $ | 13,431 | 39 | .3 | % | |||||||
Interest expense | 3,795 | 4,645 | (850 | ) | (18.3 | ) | ||||||||
Net interest income | 9,675 | 8,786 | 889 | 10.1 | ||||||||||
Provision for losses on loans | 70 | 703 | (633 | ) | (90.0 | ) | ||||||||
Net interest income after | ||||||||||||||
provision for losses on loans | 9,605 | 8,083 | 1,522 | 18.8 | ||||||||||
Non-interest income | 3,310 | 5,134 | (1,824 | ) | (35.5 | ) | ||||||||
Non-interest expense | 8,208 | 8,627 | (419 | ) | (4.9 | ) | ||||||||
Income from continuing | ||||||||||||||
operations before income taxes | 4,707 | 4,590 | 117 | 2.5 | ||||||||||
Income taxes | 1,773 | 1,621 | 152 | 9.4 | ||||||||||
Net income from continuing | ||||||||||||||
Operations | 2,934 | 2,969 | (35 | ) | (1.2 | ) | ||||||||
Gain on discontinued operations (net of tax) | | 891 | (891 | ) | (100.0 | ) | ||||||||
Net income | $ | 2,934 | $ | 3,860 | (926 | ) | (24.0 | )% | ||||||
Net Income from Continuing Operations United had net income from continuing operations of $2.9 million, or basic and diluted earnings per share of $1.21 and $1.17, respectively, for the nine months ended September 30, 2004. For the same period in 2003, United had net income from continuing operations of $3.0 million, or basic and diluted earnings per share of $1.22 and $1.18, respectively. The decrease in net income for the nine months ended September 30, 2004 as compared to the same period in 2003 was due to the $ .9 million decrease in income from discontinued operations, or basic and diluted earnings per share of $ ..36.
Page 15
Net Interest Income Net interest income increased $ .9 million from $8.8 million for the nine months ended September 30, 2003 to $9.7 million for the nine months ended September 30, 2004. Net interest margin increased .21% to 4.22% for the nine month period ended September 30, 2004 from 4.01% for the same period last year. Net interest spread increased .26% to 4.15% for the nine month period ended September 30, 2004 from 3.89% for the same period last year. Total interest income increased $ .1 million, and interest expense decreased $ .8 million, resulting in a net increase in net interest income of $ .9 million.
Interest Income Interest income increased $ .1 million from $13.4 million for the nine month period ended September 30, 2003 to $13.5 million for the nine month period ended September 30, 2004. For the nine month period ended September 30, 2004, compared to the same period in 2003, interest on loans receivable increased $ .2 million, and interest on mortgage-backed securities, investments and interest on other interest-earning assets decreased $ .1 million.
Interest Expense Interest expense decreased $ .8 million from $4.6 million for the nine month period ended September 30, 2004 to $3.8 million for the nine month period ended September 30, 2004. For the nine month period ended September 30, 2004, compared to the same period in 2003, interest on deposits decreased $ .8 million. Although the average balances of deposits increased $6.9 million for the nine month period ended September 30, 2004 compared to the same period in 2003, lower weighted average interest rates paid on customer deposits resulted in a decrease in interest expense on deposits of $ .8 million for the nine month period ended September 30, 2004, compared to the same period in 2003. Average balances of other borrowings increased $8.6 million from September 30, 2004 to 2003. The combination of the increase in borrowings offset by lower interest rates in 2004, resulted in keeping interest expense on other borrowings at approximately $1.3 million in both of the nine month periods ending September 2004 and 2003.
Non-interest Income Non-interest income was $3.3 million for the nine months ended September 30, 2004 compared to $5.1 million for the same period in 2003. The 2003 income consisted primarily of a record $4.4 million gain on sale of loans in the first nine months of 2003, an increase of $2.0 million or 80.2% over the same period in 2002. For the nine months ended September 30, 2004, gain on sale of loans totaled $1.9 million, which is a decrease of $2.2 million as compared to the record setting 2003 balance, but which is again consistent with 2002 levels. Based on number of loans, the refinancing activity in Uniteds home mortgage market has decreased 76.1% from 2003 levels. As noted previously, this mortgage refinancing marked decline was offset by increased margins from Uniteds core banking business.
Customer service charges represented $ .8 million in income, up $.1 million from 2003. Non-interest income for 2004 also includes $.2 million in gain on sale of investment securities. The remaining $.4 million in income was comprised of loan servicing fees and other income which remained consistent from 2003 to 2004.
Non-interest Expense Uniteds non-interest expense decreased $.4 million during the nine month period ending September 30, 2004 as compared to the same period in 2003. This increase was principally due to decreased personnel expenses associated with commissions to loan originators in Uniteds mortgage banking department, as a result of the decline in the refinancing market. Increases of $.3 million in net occupancy and equipment expense were offset by decreases in the same amount in marketing and business development and other expenses.
6. | ASSET/LIABILITY MANAGEMENT |
Uniteds earnings depend to a large extent on the level of its net interest income. Net interest income depends upon the difference (referred to as interest rate spread) between the yield on Uniteds loan and investment portfolios and interest-earning cash balances (interest-earning assets), and the rates paid on its deposits and borrowings (interest-bearing liabilities). Net interest income is further affected by the relative amounts of Uniteds interest-earning assets and interest-bearing liabilities. In recent years, Uniteds interest-earning assets have exceeded interest-bearing liabilities. However, when interest-earning assets decrease as a result of non-accrual loans and investments in non-interest earning assets, net interest income and interest rate spread also decrease and any continued decrease in the level of interest-earning assets would generally result in a negative impact on earnings.
One of the primary objectives of Uniteds management has been to restructure Uniteds balance sheet to reduce its vulnerability to changes in interest rates (interest rate risk). Commercial banking institutions can suffer from a mismatch in the term to maturity of their assets and liabilities, with mortgage loan assets tending to be of a much longer term than deposits, the primary liabilities of commercial banking institutions. In periods of rising interest rates, this mismatch can render commercial banking institutions vulnerable to increases in costs of funds (deposits and borrowings) that can outstrip increases
Page 16
in returns on longer-term fixed rate loans and investments, resulting in a decrease in positive interest rate spread and lower earnings.
Several strategies have been employed by United to minimize the mismatch of asset and liability maturities. Heritage Bank has maintained a policy of selling the majority of newly-originated long-term (15 to 30-year maturity) fixed-rate mortgage loans to the secondary market. These loans are sold at their outstanding principal balance, which is the prearranged contract purchase price, and therefore, the amount recognized on the income statement caption gain on sale of loans represents fee income only. United promotes the origination and retention of loans providing for periodic interest rate adjustments, shorter terms to maturity or balloon payment provisions. United also emphasizes investment in adjustable rate or shorter-term mortgage-backed securities and other interest-earning investments. When maturities of loans increase, United offsets the increased interest rate risk with matching funds and maturities with FHLB borrowings.
7. | LIQUIDITY AND CAPITAL RESOURCES |
Uniteds primary sources of funds are deposits, FHLB borrowings, repurchase agreements, proceeds from loan sales, and loan and mortgage-backed securities repayments. While maturities and scheduled amortization of loans and mortgage-backed securities are a predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions and competition. In a period of declining interest rates, loan prepayments and or refinancing activity generally increase. As a result, these proceeds from loan prepayments generally would be invested in lower yielding loans or other investments which have the effect of reducing interest income. In a period of rising interest rates, loan prepayments and or refinancing activity would generally decrease and the proceeds from such prepayments generally would be invested in higher yielding loans or investments which would have the effect of increasing interest income.
United is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatoryand possibly additional discretionaryactions by regulators that, if undertaken, could have a direct material effect on Uniteds operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, United must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting guidelines. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require United to maintain minimum amounts and ratios (set forth in the table below). As of September 30, 2004 United met all capital adequacy requirements to which it is subject.
Actual | Minimum for capital adequacy purposes | |||||||||||||
(In thousands) | Amount | Ratio | Amount | Ratio | ||||||||||
September 30, 2004: | ||||||||||||||
Total capital | $ | 35,305 | 12.33 | % | $ | 22,914 | 8.0 | % | ||||||
Tier I capital | 31,723 | 11.08 | | | ||||||||||
Tier I leverage | 31,723 | 9.38 | 13,524 | 4.0 |
8. | OFF-BALANCE SHEET ARRANGEMENTS |
United is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit and involve, to varying degrees, elements of credit risk. Uniteds exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. United uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. |
Page 17
Financial instruments outstanding at September 30 at Heritage Bank whose contract amounts represent credit risk include:
(In thousands) | 2004 | 2003 | ||||||
---|---|---|---|---|---|---|---|---|
Unused lines of credit | $ | 46,037 | $ | 62,183 | ||||
Commitments outstanding- variable rate | 5,091 | 3,545 | ||||||
Unfunded commitments under Bankcard arrangements | 2,698 | 2,508 | ||||||
Letters of credit | 766 | 134 |
The majority of Heritage Banks loans, commitments, and standby letters of credit have been granted to customers in Heritage Banks market area, primarily central and western Montana. Substantially all such customers are also depositors of Heritage Bank. The concentrations of credit by type of loan are set forth above. The distribution of commitments to extend credit approximates the distribution of loans outstanding. Outstanding commitments and standby letters of credit were granted primarily to commercial borrowers as of September 30, 2004.
At September 30, 2004, Heritage Bank had outstanding commitments to originate loans of $6.8 million, on 1-4 family mortgages . These loans are to be secured by properties located in Heritage Banks primary market areas. Heritage Bank anticipates that it will have sufficient funds available to meet current loan commitments. By comparison, such outstanding commitments at June 30, 2004 totaled $12.5 million.
9. | TABLE OF CONTRACTUAL OBLIGATIONS |
The following table presents Uniteds contractual obligations as of September 30, 2004.
(In thousands) | September 30, 2004 | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1 Year or Less | 1 3 Years | 4 5 Years | 5 Years and Beyond | Total | |||||||||||||
FHLB advances | $ | 19,500 | $ | 9,000 | $ | 13,607 | $ | | $ | 42,107 | |||||||
Securities sold under | |||||||||||||||||
agreements to repurchase | 10,047 | 474 | 38 | 3,108 | 13,667 | ||||||||||||
Operating leases | 117 | 177 | 70 | 1,663 | 2,027 | ||||||||||||
Subordinated debt | | | | 3,093 | 3,093 | ||||||||||||
Total | $ | 29,664 | $ | 9,651 | $ | 13,715 | $ | 7,864 | $ | 60,894 | |||||||
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market Risk Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices such as interest rates, foreign currency exchange rates, commodity prices and equity prices. Since Uniteds earnings depend on its level of interest rate spread, its primary market risk exposure is interest rate risk (IRR).
Interest Rate Risk United has established a formal IRR policy, and Heritage Bank has an Asset/Liability Management Committee (ALCO) and an Investment Committee, which meet at least quarterly to review and report on managements efforts to minimize IRR. Several asset/liability management strategies have been employed by United to minimize its exposure to IRR. These include selling most newly-originated long-term fixed-rate mortgages, promoting the origination and retention of loans providing for periodic interest rate adjustments, shorter terms to maturity or balloon provisions, and investing in adjustable rate or shorter-term mortgage-backed securities and other interest-earning investments.
The Asset/Liability Management Committee utilizes an institutional funds management service detailed simulation model to quantify the estimated exposure of net interest income (NII) to sustained interest rate changes. The model predicts the impact of changing interest rates on the interest income received and interest expense paid on assets and liabilities. This
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sensitivity analysis is compared to ALCO policy limits which specify a maximum tolerance level for NII given a 200 basis point (bp) rise or decline in interest rates.
The following summarizes the sensitivity analysis for the Banks as of June 30, 2004, the most recent information available. Management believes there has been no material change in interest rate risk since June 30, 2004. For additional information, see Managements Discussion and Analysis of Financial Condition and Results of Operations included herein in Item 2 and refer to the Interest Rate Risk Management discussion included in Uniteds Annual Report on Form 10-K for the year ended December 31, 2003.
Estimated increase (decrease)
in net interest income:
+200 bp | -200 bp | |||||||
0-90 days |
$ | (17,824 | ) | $ | (76,988 | ) | ||
91-360 days | (295,665 | ) | (92,767 | ) | ||||
2 years | (594,458 | ) | (188,223 | ) | ||||
3 years | (857,236 | ) | (319,693 | ) |
The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, including the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of assets and liability cash flows and others. Sensitivity analysis does not reflect actions that United might take in responding to or anticipating changes in interest rates.
ITEM 4 CONTROLS AND PROCEDURES.
Under the supervision and with the participation of Uniteds management, including Uniteds Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of Uniteds disclosure controls and procedures. The Chief Executive Officer and Chief Financial Officer have concluded, based on that evaluation as of the end of the period covered by this report, that Uniteds disclosure controls and procedures (as defined in section 13a-15(e) of the Securities Exchange Act of 1934, as amended) are adequately designed to ensure that information required to be disclosed by United in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within periods specified in applicable rules and forms.
There were no changes made in Uniteds internal control over financial reporting (as defined in section 13a-15(f) of the Securities Exchange Act of 1934, as amended) during Uniteds third quarter that have materially affected, or is reasonably likely to materially affect, this internal control.
ITEM 1 LEGAL PROCEEDINGS.
Although not involved in any material pending litigation as of September 30, 2004, United is a plaintiff in various legal proceedings arising in the normal course of business. In the opinion of management, the disposition of current litigation will not have a material effect on Uniteds consolidated financial position, results of operations, or liquidity.
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ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) | Maximum Number of Shares That May Yet Be Purchased Under The Program (1) | |||||
---|---|---|---|---|---|---|---|---|---|
July 1 to | |||||||||
July 31, 2004 | | | | 116,700 | |||||
August 1 to | |||||||||
August 31, 2004 | | | | 116,700 | |||||
September 1 to | |||||||||
September 30, 2004 | | | | 115,000 |
(1) | A stock repurchase program was announced by United on September 22, 2003 and was scheduled to expire on September 22, 2004. Under that program, United was authorized to purchase up to 150,000 shares of its common stock at an aggregate purchase price not to exceed $3.9 million. The program was extended on September 22, 2004 for twelve months. Under the extended program, United may purchase up to 115,000 shares of its common stock at an aggregate purchase price not to exceed $2.8 million. |
ITEM 3 DEFAULTS UPON SENIOR SECURITIES.
None |
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
None |
ITEM 5 OTHER INFORMATION.
None |
ITEM 6 EXHIBITS.
Exhibits |
3.1 | Articles of Incorporation of United Financial Corp., as amended (incorporated by reference to Exhibit 3.1 of Uniteds Annual Report on Form 10-K dated March 31, 1998). |
3.2 | Bylaws of United Financial Corp., as amended (incorporated by reference to Exhibit 3.1 of Uniteds Annual Report on Form 10-K dated March 31, 1998) |
31.1 | Certification of chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of chief executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of chief financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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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:
United Financial Corp.
Date November 10, 2004 | /s/ Kurt R. Weise | ||||
Kurt R. Weise | |||||
Chairman and Chief | |||||
Executive Officer | |||||
(Duly Authorized Officer and | |||||
Principal Executive Officer) | |||||
Date November 10, 2004 | /s/ Paula J. Delaney | ||||
Paula J. Delaney | |||||
Chief Financial Officer | |||||
(Principal Financial and | |||||
Accounting Officer) |
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