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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [FEE REQUIRED] For the Fiscal Year Ended June 30, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ____________________
Commission File Number 0-25509
FIRST FEDERAL BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 42-1485449
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
329 Pierce Street, Sioux City, Iowa 51101
----------------------------------- -----
(Address of Principal Executive Offices) Zip Code
(712) 277-0200
(Registrant's telephone number)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ].
As of September 15, 1999, there were issued and outstanding 4,824,784
shares of the Registrant's Common Stock.
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the last sale price, as reported by
the NASDAQ National Market, on September 15, 1999 was $41,194,046. This amount
does not include shares held by the Bank's Employee Stock Ownership Plan and by
officers and directors.
DOCUMENTS INCORPORATED BY REFERENCE
1. Part II of Form 10-K--Annual Report to Stockholders for the fiscal year ended
June 30, 1999.
2. Part III of Form 10-K--Proxy Statement for the 1999 Annual Meeting of
Stockholders.
PART I
ITEM 1 BUSINESS
General
First Federal Bankshares, Inc.
First Federal Bankshares, Inc. (the "Company" or the "Registrant") is a
Delaware corporation that serves as the holding company for First Federal Bank,
a federally-chartered stock savings bank headquartered in Sioux City, Iowa (the
"Bank"). As of June 30, 1999, the Company owned 100% of the Bank's common stock,
and currently the Company engages in no other significant activities beyond its
ownership of such common stock. Consequently, its net income is derived
primarily from the Bank's operation.
Prior to April 13, 1999, the Bank's common stock was owned
approximately 53.49% by First Federal Bankshares, M.H.C. (the "Mutual Holding
Company") and 46.51% by public stockholders. On April 13, 1999, pursuant to a
Plan of Conversion and Reorganization, and after a series of transactions, the
Company was formed to own all of the capital stock of the Bank, and the Company
sold the ownership interest in the Bank previously held by the Mutual Holding
Company to the public in a subscription offering that resulted in net cash
proceeds of approximately $23 million. Public stockholders of the Bank had their
shares exchanged into 2,182,807 shares of common stock of the Company
(representing an exchange ratio of 1.64696 shares of Company common stock for
each share of Bank common stock). The Mutual Holding Company ceased to exist
following the reorganization. The reorganization was accounted for in a manner
similar to a pooling of interests and did not result in any significant
accounting adjustments. As a result of the reorganization, the consolidated
financial statements for prior periods have been restated to reflect the changes
in the par value of common stock from $1.00 per share (for the Bank's common
stock) to $0.01 per share (for the Company's common stock). At June 30, 1999,
the Company had total assets of $680.7 million, total deposits of $464.2 million
and stockholders' equity of $68.3 million.
The Company's principle executive office is located at 329 Pierce
Street, Sioux City, Iowa 51101 and its telephone number at that address is (712)
277-0200.
First Federal Bank
First Federal Bank ("First Federal" or the "Bank") is a federally
chartered stock savings bank headquartered in Sioux City, Iowa. Founded in 1923,
First Federal's deposits have been federally insured since 1935 by the Savings
Association Insurance Fund and its predecessor, the Federal Savings and Loan
Insurance Corporation. The Bank has been a member of the Federal Home Loan Bank
System since 1935.
The Bank is a community-oriented financial institution offering
traditional financial services to its local community. The Bank's primary
lending area includes northwest- and mid-Iowa and contiguous portions of
Nebraska, South Dakota. The Bank's primary lending activity involves the
origination of fixed rate and adjustable rate mortgage ("ARM") loans secured by
single family residential real estate. Fixed rate mortgage loans are originated
primarily for sale in the secondary market on a servicing-released basis, while
ARM loans are retained in the Bank's portfolio. To a lesser extent, the Bank
makes second mortgage loans secured by the borrower's principal residence and
other types of consumer loans such as auto loans and home improvement loans. In
response to increasing need for commercial and multi-family lending in its
primary lending area, the Bank created a commercial lending department during
fiscal 1993. In addition, the Bank invests in mortgage-backed securities issued
or guaranteed by Fannie Mae ("FNMA"), the Federal Home Loan Mortgage Corporation
("FHLMC"), or the Government National Mortgage Association ("GNMA"), and in
securities issued by the United States Government and agencies thereof.
The Bank conducts operations through its main office in Sioux City,
Iowa, and its 19 branch offices in northwest and central Iowa and northeast
Nebraska.
1
The Bank's principal executive office is located at 329 Pierce Street,
Sioux City, Iowa 51101, and its telephone number at that address is (712)
277-0200.
Market Area
The Registrant conducts operations through its main office in Sioux
City, Iowa, which is located on the Western border of Iowa, and its 19 branch
offices in northwest and central Iowa and northeast Nebraska. The Company gained
access to the Central Iowa market area after its acquisition in March 1998 of
GFS Bancorp, Inc. Grinnell is located in Poweshiek County, fifty-five miles east
of Des Moines, Iowa, the state capital and largest metropolitan area. The
Company expanded its presence in the central Iowa market area after its
acquisition in April 1999 of Mid-Iowa Financial Corp., headquartered in Newton,
Iowa, which is located thirty-five miles east of Des Moines, Iowa. Mid-Iowa
Financial Corp. was the parent company of Mid-Iowa Savings Bank with six offices
in Jasper County, Iowa and an office in West Des Moines, Iowa. The population of
Sioux City, Grinnell and Newton is approximately 85,000, 9,000 and 15,000
respectively. The total population of the Registrant's primary market area is
approximately 450,000. Most employment in the Registrant's primary market area
is in the agriculture and agriculture-related industries, but also includes
significant manufacturing and service businesses. Major employers in the
northwest Iowa primary market area, which includes contiguous portions of
Nebraska and South Dakota, include Iowa Beef Processors, MCI Telemarketing,
Sioux Honey Association, Wells Dairy, Interbake Foods, Gateway 2000, Great West
Casualty, the 185th Fighter Group of the Iowa Air National Guard, Marian Health
Center, St. Luke's Regional Medical Center, K-Products and Diamond Vogel Paint.
Major employers in the central Iowa primary market area include Grinnell
College, Grinnell Mutual Insurance Company, GTE, Grinnell Regional Medical
Center, Donaldson Company, Maytag Corporation, Skiff Medical Center, Newton
Manufacturing, the Vernon Company, Cline Tool and Service Company, Thombert,
Inc. and Walmart.
The Registrant's business and operating results are significantly
affected by the general economic conditions prevalent in its primary market
area. The Registrant's primary market area is projected to experience only
moderate population growth for the foreseeable future.
Lending Activities
General. Historically, the principal lending activity of the Registrant
has been the origination or purchase of mortgage loans secured by one- to
four-family residential properties. The Registrant also originates loans secured
by commercial real estate and multi-family units and purchases participation
interests in multi-family loans and commercial real estate loans originated by
other lenders in the midwest. Multi-family and commercial real estate loans
totaled $72.1 million, $58.4 million and $34.9 million, respectively, at June
30, 1999, 1998 and 1997. In recent years, the Registrant has increased its
consumer lending activities to broaden services offered to customers and to
improve the Registrant's interest rate risk exposure.
The Registrant has sought to make its interest earning assets more
interest rate sensitive by actively originating and purchasing variable rate
loans, such as ARM loans, adjustable rate second mortgage loans and medium-term
consumer loans. The Registrant also purchases mortgage-backed securities with
adjustable rates. At June 30, 1999 approximately $203.3 million or 40.4% of the
Registrant's total loan and mortgage-backed securities portfolio consisted of
loans with variable interest rates.
The Registrant actively originates fixed rate mortgage loans, generally
with 10 to 30 year terms to maturity secured by one- to four-family residential
properties. One- to four-family fixed rate loans generally are originated and
underwritten for resale in the secondary mortgage market. The Registrant also
actively originates loans insured or guaranteed by the United States Government
or agencies thereof, such as VA and FHA loans. The Registrant also originates
interim construction loans on one- to four-family residential properties.
2
Analysis of Loan Portfolio. Set forth below are selected data relating
to the composition of the Registrant's loan portfolio, by type of loan on the
dates indicated.
At June 30,
--------------------------------------------------------------------------
1999 1998 1997
---------------------- ---------------------- ----------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(Dollars in Thousands)
Residential real estate:
One- to four-family units (1)... $ 326,126 71.36% $ 301,415 74.47% $ 267,724 78.45%
Multi-family dwelling units....... 40,974 8.96 43,146 10.66 27,618 8.09
Commercial real estate............ 31,158 6.82 15,294 3.78 7,278 2.13
Commercial loans.................. 6,193 1.35 1,798 0.44 -- --
Home equity and second mortgage... 32,315 7.07 21,682 5.36 17,193 5.04
Home improvement loans............ 347 0.08 728 0.18 1,425 0.42
Auto loans........................ 13,603 2.98 16,417 4.06 15,488 4.54
Loans on deposits................. 616 0.13 584 0.14 484 0.14
Other non-mortgage loans (2)...... 10,053 2.20 7,891 1.95 7,882 2.31
--------- ---------- --------- --------- --------- --------
Total........................... $ 461,385 100.95% $ 408,955 101.03% $ 345,092 101.12%
--------- ---------- --------- --------- --------- --------
................................
Less
Allowance for loan losses (3)..... (3,135) (0.69) (2,607) (0.64) (1,796) (0.53)
Loans in process.................. (942) (0.21) (875) (0.22) (327) (0.10)
Net unearned premiums (discounts)
on loans........................ 1,995 0.44 1,483 0.37 211 0.07
Deferred loan fees (4)............ (2,245) (0.49) (2,156) (0.53) (1,926) (0.56)
--------- ---------- --------- --------- --------- --------
Total loans, net............... $ 457,058 100.00% $ 404,800 100.00% $ 341,254 100.00%
========= ========== ========= ========= ========= ========
- ----------------
(1) Includes loans held for sale and construction loans.
(2) Includes credit card loans, education loans and unsecured personal loans.
(3) Includes lower of cost or market adjustment on loans held for sale.
(4) Includes deferred loan origination fees on loans held for sale.
3
Loan and Mortgage-Backed Securities Maturity Schedule. The following
table sets forth certain information as of June 30, 1999, regarding the dollar
amount of loans and mortgage-backed securities maturing in the Registrant's
portfolio based on their contractual terms to maturity. Demand loans, loans
having no stated schedule of repayments and no stated maturity, and overdrafts
are reported as due in one year or less. Adjustable and floating rate loans are
included in the period in which interest rates are next scheduled to adjust
rather than in which they mature, and fixed rate loans and mortgage-backed
securities are included in the period in which the final contractual repayment
is due. Fixed rate mortgage-backed securities are assumed to mature in the
period in which the final contractual payment is due on the underlying mortgage.
One Three Five Ten
Within Through Through Through Through
One Year Three Years Five Years Ten Years Twenty Years
------------- ------------------------------- ------------- ------------
(In Thousands)
First mortgage loans:
One- to four-family residences:
Adjustable.............................. $ 53,206 41,293 17,319 10,461 --
Fixed................................... 5,788 2,281 6,146 59,479 101,776
----------- ------------ ----------- ------------ ------------
Total one- to four-family............... 58,994 43,574 23,465 69,940 101,776
Multi-family and commercial real estate:
Adjustable.............................. 25,282 20,192 3,964 44 --
Fixed................................... 9,983 2,197 2,402 3,705 2,974
----------- ------------ ----------- ------------ ------------
Total multi-family and commercial....... 35,265 22,389 6,366 3,749 2,974
Commercial loans:
Adjustable.............................. 2,674 20 -- -- --
Fixed................................... 1,356 627 911 605 --
----------- ------------ ----------- ------------ ------------
Total commercial loans.................. 4,030 647 911 605 --
Consumer loans and other non-mortgage loans:
Adjustable.............................. 4,663 105 -- -- --
Fixed................................... 4,476 13,957 19,338 12,426 1,753
----------- ------------ ----------- ------------ ------------
Total consumer loans and other
non-mortgage loans.................... 9,139 14,062 19,338 12,426 1,753
----------- ------------ ----------- ------------ ------------
Total loans receivable.................. $ 107,428 $ 80,672 $ 50,080 $ 86,720 $ 106,503
=========== ============ =========== ============ ============
Mortgage-backed securities (MBS):
Fixed-rate MBS - held to maturity......... $ 1,286 $ 13 $ 1,148 $ 6,699 $ 6,956
Adjustable-rate MBS - available
for sale................................ 20,225 3,443 360 -- --
----------- ------------ ----------- ------------ ------------
Total mortgage-backed securities............ $ 21,511 $ 3,456 $ 1,508 $ 6,699 $ 6,956
=========== ============ =========== ============ ============
Beyond
Twenty
Years Total
----------- ---------
First mortgage loans:
One- to four-family residences:
Adjustable.............................. -- 122,279
Fixed................................... 28,377 203,847
------------ -----------
Total one- to four-family............... 28,377 326,126
Multi-family and commercial real estate:
Adjustable.............................. -- 49,482
Fixed................................... 1,389 22,650
------------ -----------
Total multi-family and commercial....... 1,389 72,132
Commercial loans:
Adjustable.............................. -- 2,694
Fixed................................... -- 3,499
------------ -----------
Total commercial loans.................. -- 6,193
Consumer loans and other non-mortgage loans:
Adjustable.............................. -- 4,768
Fixed................................... 216 52,166
------------ -----------
Total consumer loans and other
non-mortgage loans.................... 216 56,934
------------ -----------
Total loans receivable.................. $ 29,982 $ 461,385
============ ===========
Mortgage-backed securities (MBS):
Fixed-rate MBS - held to maturity......... $ 1,135 $ 17,237
Adjustable-rate MBS - available
for sale................................ -- 24,028
------------ -----------
Total mortgage-backed securities............ $ 1,135 $ 41,265
============ ===========
4
The following table sets forth the dollar amount of all loans maturing
or repricing after June 30, 2000 which have predetermined interest rates and
have floating or adjustable interest rates.
Floating or
Predetermined Adjustable
Rates Rates Total
------------ ------------ -------------
(In thousands)
Real estate mortgage:
One- to four-family.................................... $ 198,059 $ 69,073 $ 267,132
Other mortgage loans................................... 12,667 24,200 36,867
Commercial loans....................................... 2,143 20 2,163
Consumer............................................... 47,690 105 47,795
------------ ------------ -------------
Total................................................ $ 260,559 $ 93,398 $ 353,957
============ =----------- -------------
Residential Real Estate Loans. The Registrant's primary lending
activity consists of the origination of one- to four-family, owner-occupied,
residential mortgage loans secured by property located in the Registrant's
primary market area. The majority of the Registrant's residential mortgage loans
consists of loans secured by owner-occupied, single-family residences. The
Registrant generally has limited its real estate loan originations to properties
within its primary market area. However, the Registrant also purchases whole
loans originated by others, with an emphasis on single-family ARM loans having
interest rate caps generally of 2% annually and 5% over the life of the loan and
with margins over various indexes ranging from 180 to 275 basis points depending
on the index. During the five-year period through June 30, 1999, the Registrant
purchased approximately $76.7 million of one- to four-family residential loans.
One-to-four family loans purchased outside of the Registrant's primary lending
area totaled approximately $37.6 million at June 30, 1999 and include
approximately $28.1 million of loans that are geographically distributed in the
midwestern United States. The remaining loans are scattered throughout the
United States with the largest geographic concentrations including Connecticut
with $2.6 million, Georgia with $1.1 million and Arizona with approximately $1.2
million.
The delinquency rate on purchased loans and on loans originated by the
Registrant was 2.6% and 0.4% respectively at June 30, 1999. Loans purchased
primarily consist of single-family residential loans secured by properties
located in the Midwest. Management attributes the low delinquency rates to the
current relative strength of the economy in the Midwest. The Registrant
purchases loans from other institutions as market conditions permit in order to
reduce the Registrant's overall credit risk by increasing geographical diversity
and to supplement its loan portfolio in periods of weaker local demand.
At June 30, 1999, the Registrant had $326.1 million, or 71.4% of its
total loan portfolio invested in first mortgage loans secured by one-to
four-family residences.
The Registrant currently offers residential mortgage loans for terms
ranging from 10 to 30 years, and with adjustable or fixed interest rates.
Origination of fixed rate mortgage loans versus ARM loans is monitored on an
ongoing basis and is affected significantly by the level of market interest
rates, customer preference, the Registrant's interest rate GAP position and loan
products offered by the Registrant's competitors. During fiscal 1999, one-to
four- family residential ARM loans decreased by $11.3 million, or 8.5%, to
$122.3 million from $133.6 million in fiscal 1998 as ARM borrowers refinanced in
the generally lower interest rate environment, most frequently choosing fixed
rate mortgages.
The Registrant's long-term fixed rate loans generally are originated
and underwritten for resale in the secondary mortgage market. Whether the
Registrant can or will sell fixed rate loans to the secondary market, however,
depends on a number of factors including the yield on the loan and the term of
the loan, market conditions and the Registrant's current GAP position. For
example, 15-year fixed rate loans are likely to be retained by the Registrant.
Moreover, the Registrant is more likely to retain fixed rate loan originations
if its one
5
year GAP is positive. The Registrant generally sells long-term, fixed-rate loans
at origination, servicing-released. Servicing release premium is determined at
loan closing, thus assuring the profit at current market rates. The Registrant's
fixed rate mortgage loans are amortized on a monthly basis with principal and
interest due each month. Residential real estate loans often remain outstanding
for significantly shorter periods than their contractual terms because borrowers
may refinance or prepay loans at their option.
The Registrant's ARM loans adjust annually and semi-annually with
interest rate adjustment limitations ranging from one to two percentage points
per year and with a cap on total rate increases over the life of the loan. The
Registrant has used different interest indexes for ARM loans, such as the
one-year Treasury Constant Maturity, the Monthly National Median Cost of Funds,
the National Average Contract Rate for Previously Occupied Homes and the
Eleventh District Cost of Funds. The Registrant also has purchased ARM loans
with various interest rate indexes. Consequently, the interest rate adjustments
on the Registrant's portfolio of ARM loans do not reflect changes in a
particular interest rate index.
The Registrant's residential first mortgage loans customarily include
due-on-sale clauses, which are provisions giving the Registrant the right to
declare a loan immediately due and payable in the event, among other things,
that the borrower sells or otherwise disposes of the underlying real property
serving as security for the loan. Due-on-sale clauses are an important means of
adjusting the rates on the Registrant's fixed rate mortgage loan portfolio, and
the Registrant has generally exercised its rights under these clauses.
Regulations limit the amount that a savings bank may lend relative to
the appraised value of the real estate securing the loan, as determined by an
appraisal at the time of loan origination. Such regulations permit a maximum
loan-to-value ratio of 100% for residential property and 90% for all other real
estate loans. The Registrant's lending policies, however, generally limit the
maximum loan-to-value ratio on both fixed rate and ARM loans to 80% of the
lesser of the appraised value or the purchase price of the property to serve as
security for the loan.
The Registrant occasionally makes real estate loans with loan-to-value
ratios in excess of 80%. For real estate loans with loan-to-value ratios of
between 80% and 90%, the Registrant requires the first 12% to 20% of the loan to
be covered by private mortgage insurance. For real estate loans with
loan-to-value ratios of between 90% and 95%, the Registrant requires private
mortgage insurance to cover the first 25% to 30% of the loan amount. The
Registrant requires fire and casualty insurance, as well as title insurance or
an opinion of counsel regarding good title, on all properties securing real
estate loans made by the Registrant.
Construction Loans. The Registrant originates loans to finance the
construction of single family residential property. However, construction
lending is not a significant part of the Registrant's overall lending activities
because of the low level of new home construction in the Registrant's primary
market area. At June 30, 1999, the Registrant had $4.2 million, or 0.9%, of its
total loan portfolio invested in interim construction loans. The Registrant
makes construction loans to private individuals and to builders. Construction
loans generally are made with either adjustable or fixed rate terms. Loan
proceeds are disbursed in increments as construction progresses and as
inspections warrant. Construction loans are structured to be converted to
permanent loans originated by the Registrant at the end of the construction
period, which is generally six months, not to exceed 12 months.
Multi-Family Residential Real Estate Loans. Loans secured by
multi-family real estate constituted $41.0 million or 9.0% of the Registrant's
total loan portfolio at June 30, 1999, compared to $43.1 million or 10.7% of the
Registrant's total loan portfolio at June 30, 1998 and $27.6 million, or 8.1% of
the total loan portfolio at June 30, 1997. The Registrant's multi-family real
estate loans are secured by multi-family residences, such as apartment
buildings. At June 30, 1999, 29.6% of the Registrant's multi-family loans were
secured by properties located within the Registrant's market area. At June 30,
1999, the Registrant's multi-family real estate loans had an average balance of
$373,000 and the largest multi-family real estate borrower had an aggregate
principal balance of $4.0 million. The terms of each multi-family loan are
negotiated on a case by case basis,
6
although such loans typically have adjustable interest rates tied to a market
index or fixed rates to amortize over 10 to 20 years with a three to ten year
balloon.
Loans secured by multi-family real estate generally involve a greater
degree of credit risk than one- to four-family residential mortgage loans and
carry larger loan balances. This increased credit risk is a result of several
factors, including the concentration of principal in a limited number of loans
and borrowers, the effects of general economic conditions on income-producing
properties and the increased difficulty of evaluating and monitoring these types
of loans. Furthermore, the repayment of loans secured by multi-family real
estate is typically dependent upon the successful operation of the related real
estate property. If the cash flow from the project is reduced, the borrower's
ability to repay the loan may be impaired.
Commercial Real Estate Loans. Loans secured by commercial real estate
constituted approximately $31.2 million, or 6.8%, of the Registrant's total loan
portfolio at June 30, 1999. By comparison, commercial real estate loans totaled
$15.3 million and $7.3 million at June 30, 1998 and 1997, respectively. The
Registrant's commercial real estate loans are secured by improved property such
as offices, small business facilities, and other non-residential buildings. Of
the improved properties securing such commercial real estate loans at June 30,
1999, 66.0% were located within the Registrant's primary market area. Commercial
real estate loans are offered with fixed and adjustable interest rates.
The Registrant's policy is to limit commercial real estate loans to
principal balances not exceeding its loan-to-one borrower limit. At June 30,
1999, the Registrant's largest commercial real estate borrower had an aggregate
principal outstanding balance of $3.6 million, which balance was within the
Registrant's loan-to-one borrower limit.
Loans secured by commercial real estate generally involve a greater
degree of risk than residential mortgage loans and carry larger loan balances.
This increased credit risk is a result of several factors, including the
concentration of principal in a limited number of loans and borrowers, the
effects of general economic conditions on income producing properties and the
increased difficulty of evaluating and monitoring these types of loans.
Furthermore, the repayment of loans secured by commercial real estate is
typically dependent upon the successful operation of the related real estate
project. If the cash flow from the project is reduced, the borrower's ability to
repay the loan may be impaired.
Consumer Loans. Federal savings associations are authorized to make
secured and unsecured consumer loans in an aggregate amount up to 35% of their
assets. In addition, the Registrant has lending authority above the 35% category
for certain consumer loans, such as second mortgage, home property improvement
loans, mobile home loans and loans secured by savings accounts.
As of June 30, 1999, consumer loans totaled $56.9 million, or 12.5% of
the Registrant's total loan portfolio. The principal types of consumer loans
offered by the Registrant are second mortgage loans, auto loans, home
improvement loans, credit card loans, unsecured loans and loans secured by
deposit accounts. Consumer loans are offered primarily on a fixed rate basis,
and at June 30, 1999 had an average maturity of 54 months. The Registrant's home
equity loans, second mortgage loans, and home improvement loans, are generally
secured by the borrower's principal residence. At June 30, 1999, home equity
loans, second mortgage loans, and home improvement loans, totaled $32.7 million,
or 7.1% of consumer loans.
The underwriting standards employed by the Registrant for consumer
loans include a determination of the applicant's credit history and an
assessment of ability to meet existing obligations and payments on the proposed
loan. The stability of the applicant's monthly income may be determined by
verification of gross monthly income from primary employment, and additionally
from any verifiable secondary income. Creditworthiness of the applicant is of
primary consideration; however, the underwriting process also includes a
comparison of the value of the collateral in relation to the proposed loan
amount.
7
The Registrant's consumer loan portfolio increased from $42.4 million
at June 30, 1997 to $56.9 million at June 30, 1999. It is expected that the
Registrant's consumer loan portfolio will continue to grow during the
foreseeable future, and is expected to range between 10% and 15% of assets.
Consumer loans tend to have higher interest rates than residential mortgage
loans, but also tend to have a higher risk of default than residential mortgage
loans. Management believes that the Registrant's loss experience in connection
with consumer loans has been low. See "Non-Performing Assets and Asset
Classification" for information regarding the Registrant's loan loss experience
and reserve policy.
Mortgage-Backed Securities. The Registrant also invests in
mortgage-backed securities issued or guaranteed by the United States Government
or agencies thereof in order to reduce interest rate risk exposure and improve
liquidity. These securities, which consist primarily of mortgage-backed
securities issued or guaranteed by FNMA, FHLMC and GNMA, totaled $41.3 million
at June 30, 1999. The Registrant's objective in investing in mortgage-backed
securities varies from time to time depending upon market interest rates, local
mortgage loan demand, and the Registrant's level of liquidity. The Registrant's
fixed-rate mortgage-backed securities are held for investment, and management
has the intent and ability to hold such securities on a long-term basis or to
maturity. Adjustable rate MBS are available for sale and are carried at
estimated fair value. Mortgage-backed securities have lower credit risk than
direct loans because principal and interest on the securities are either insured
or guaranteed by the United States Government or agencies thereof.
Loan Solicitation and Processing. Loan originations are derived from a
number of sources such as real estate broker referrals, existing customers,
borrowers, builders, attorneys and walk-in customers. Upon receipt of a loan
application, a credit report is obtained to verify specific information relating
to the applicant's credit standing. In the case of a real estate loan, an
appraisal of the real estate intended to secure the proposed loan is made by an
independent appraiser approved by the Registrant. A loan application file is
first reviewed by an underwriter in the Registrant's loan department who checks
applications for accuracy and completeness, and verifies the information
provided. The loan is then reviewed by at least one person of a seven-person
loan committee. One- to four-family residential mortgage loans with principal
balances in excess of $500,000 and multi-family and commercial real estate loans
with principal balances in excess of $500,000 must be submitted by the loan
department directly to the loan committee of the Board of Directors for
approval. Approvals subsequently are ratified by the full Board of Directors.
Fire and casualty insurance are required at the time the loan is made and
throughout the term of the loan. Once the loan is approved a loan commitment is
promptly issued to the borrower.
If the loan is approved, the commitment letter specifies the terms and
conditions of the proposed loan including the amount of the loan, interest rate,
amortization term, a brief description of the required collateral, and required
insurance coverage. The borrower must provide proof of fire and casualty
insurance on the property serving as collateral which insurance must be
maintained during the full term of the loan. Title insurance or an attorney's
opinion based on a title search of the property is required on all first lien
loans secured by real property.
Loan Originations, Purchases and Sales. Approximately 82.4% of all
loans in the Registrant's portfolio at June 30, 1999 were originated by the
Registrant. The Registrant also purchases loans originated by others with an
emphasis on single-family residential ARM loans. At June 30, 1999, the
Registrant had $80.4 million of loans purchased from others. Included in the
total of loans purchased outside of the Bank's primary lending area are loans
purchased from a mortgage banking firm headquartered in Madison, Wisconsin. The
Bank has an exclusive agreement with this firm, which gives the Bank first right
of refusal an any real estate loans generated including one-to-four family,
multi-family, commercial real estate and land development loans secured by
properties located primarily in the Madison, Wisconsin metropolitan area. The
Bank has sold, and anticipates that it will continue to sell, a majority
participation interest in these loans to other financial institutions located in
Iowa and contiguous states. At June 30, 1999, the outstanding principal balance
of loans purchased under the above agreement was approximately $72.2 million and
partial interests in these balance sold to other financial institutions totaled
approximately $30.0 million.
8
The following table sets forth the Registrant's gross loan originations
and loans sold for the periods indicated.
At June 30,
---------------------------------------------
1999 1998 1997
----------- ---------- ----------
(In Thousands)
Loans originated:
Conventional one- to four-family real estate loans:
Construction loans...................................... $ 35,994 $ 10,910 $ 8,546
Loans on existing property.............................. 20,014 33,885 25,091
Loans refinanced........................................ 31,654 32,980 8,612
Insured and guaranteed loans.............................. 19,667 6,178 6,976
Multifamily and commercial................................ 34,022 12,715 3,420
Commercial loans.......................................... 5,808 2,023 --
Consumer loans............................................ 32,298 27,041 29,477
----------- ---------- ----------
Total loans originated................................ $ 179,457 $125,732 $ 82,122
=========== ========== ==========
Loans purchased:
One- to four-family....................................... $ 1,924 $ 6,466 $ 17,394
Multi-family and commercial............................... 2,946 7,303 16,342
----------- ---------- ----------
Total loans purchased................................. $ 4,870 $ 13,769 $ 33,736
=========== ========== ==========
Loans sold.................................................. $ 39,229 $ 24,816 $ 12,797
=========== ========== ==========
Loan Commitments. The Registrant issues standby loan origination
commitments to qualified borrowers primarily for the construction and purchase
of residential real estate. Such commitments are made on specified terms and
conditions and are made for periods of up to 60 days, during which time the
interest rate is locked-in. The Registrant generally charges a loan fee based on
a percentage of the loan amount. The Registrant also charges a commitment fee of
$225 if the borrower receives the loan from the Registrant. At June 30, 1999,
the Registrant had commitments to originate and purchase $18.4 million of loans.
The Registrant's experience has been that very few commitments expire without
being funded by the Registrant.
Loan Origination and Other Fees. In addition to interest earned on
loans, the Registrant generally receives loan origination fees. To the extent
that loans are originated or acquired for the Registrant's portfolio, the
Registrant defers loan origination fees and costs and amortizes such amounts as
yield adjustments over the life of the loans using the interest method of
amortization. Fees and costs deferred are recognized into income immediately
upon the sale of the related loan. At June 30, 1999, the Registrant had $2.2
million of deferred loan fees.
In addition to loan origination fees, the Registrant also receives
other fees and service charges that consist primarily of late charges and loan
servicing fees on loans sold. The Registrant recognized loan servicing fees on
loans sold and late charges of $223,000, $139,000 and $122,000 for the years
ended June 30, 1999, 1998 and 1997, respectively.
Loan origination and commitment fees are volatile sources of income.
Such fees vary with the volume and type of loans and commitments made and
purchased and with competitive conditions in the mortgage markets, which in turn
respond to the demand and availability of money.
Loans to One Borrower. Under federal law, savings associations are
subject to the same limits as those applicable to national banks, which limit
loans to one borrower to the greater of $500,000 or 15% of unimpaired capital
and unimpaired surplus and an additional amount equal to 10% of unimpaired
capital and unimpaired surplus if the loan is secured by readily marketable
collateral (generally, financial instruments and bullion, but not real estate).
The Registrant's maximum loans-to-one borrower was $4.0 million at June 30,
1999. The
9
Registrant had a second borrower with total outstanding balances and nonfunded
commitments of $3.9 million at June 30, 1999. The Registrant currently is in
compliance with its loans-to-one borrower limitations.
Delinquencies and Classified Assets
Delinquencies. The Registrant's collection procedures provide that when
a loan is 15 days past due, a late charge is added and the borrower is contacted
by mail and payment is requested. If the delinquency continues, subsequent
efforts are made to contact the delinquent borrower. Additional late charges may
be added and, if the loan continues in a delinquent status for 90 days or more,
the Registrant generally initiates foreclosure proceedings.
Non-Performing Assets and Asset Classification. Loans are reviewed on a
regular basis and are placed on a non-accrual status when, in the opinion of
management, the collection of additional interest is doubtful. Residential and
commercial mortgage loans are placed on non-accrual status generally when either
principal or interest is 90 days or more past due and management considers the
interest uncollectible or when the Registrant commences foreclosure proceedings.
Interest accrued and unpaid at the time a loan is placed on non-accrual status
is charged against interest income.
Real estate acquired by the Registrant as a result of foreclosure or by
deed in lieu of foreclosure is classified as real estate owned until such time
as it is sold. When REO is acquired, it is recorded at the lower of the unpaid
principal balance of the related loan or its fair market value. Any write-down
of REO is charged to the allowance for real estate losses.
At June 30, 1999 the Registrant's total of property acquired as the
result of foreclosure or by deed in lieu of foreclosure was $32,000 compared to
a total of $489,000 at June 30, 1998, which consisted primarily of a 104- unit
multi-family property and two 96-unit multi-family properties obtained through
foreclosure. The three properties, located in Madison, Wisconsin's south side
were sold in December 1998 and a gain totaling $44,000 was recorded in fiscal
1999 in connection with the sale.
The Registrant had no allowance for losses on real estate owned as of
June 30, 1999 and 1998.
10
Non-Performing Loans. The following table sets forth information
regarding non-accrual loans, accrual loans and other non-performing assets at
the dates indicated:
At June 30,
-------------------------------------------
1999 1998 1997
----------- ---------- --------
(Dollars in Thousands)
Loans accounted for on a non-accrual basis:
Residential............................................. $ 1,003 $ 920 $ 242
Commercial.............................................. 1,061 200 --
--------- -------- ---------
Total................................................. 2,064 1,120 242
--------- -------- ---------
Loans accounted for on an accrual basis (1)(2):
Residential............................................. 295 144 173
Consumer(3)............................................. 101 71 110
--------- -------- ---------
Total................................................. 396 215 283
--------- -------- ---------
Total non-performing loans................................. 2,460 1,335 525
Other non-performing assets (4)............................ 32 489 --
--------- -------- ---------
Total non-performing assets................................ $ 2,492 $ 1,824 $ 525
========= ======== =========
Non-performing loans as a percentage
of total loans.......................................... 0.54% 0.33% 0.15%
Non-performing loans as a percentage
of total assets......................................... 0.36% 0.24% 0.11%
Non-performing loans and real estate owned
to total loans and real estate owned.................... 0.55% 0.47% 0.15%
Non-performing assets as a percentage
of total assets......................................... 0.37% 0.34% 0.11%
- -----------------
(1) Includes all loans 90 days or more contractually delinquent.
(2) Delinquent FHA/VA guaranteed loans are not placed on non-accrual status.
(3) Delinquent consumer loans are not placed on non-accrual status.
(4) Represents the net book value of property acquired by the Registrant
through foreclosure or deed in lieu of foreclosure. Upon acquisition, this
property is carried at the lower of cost or fair market value less
estimated costs of disposition.
11
The following table sets forth information with respect to the
Registrant's delinquent loans and other problem assets at June 30, 1999.
At June 30, 1999
--------------------------
Balance Number
------- ------
(In Thousands)
Residential real estate:
Loans past due 60-89 days.......................... $ 609 7
Loans past due 90 days or more..................... 1,298 18
Commercial real estate:
Loans past due 60-89 days.......................... 445 1
Loans past due 90 days or more..................... 66 1
Consumer loans (past due 60 days or more)............. 96 30
Foreclosed real estate and repossessions.............. 32 1
Other non-performing assets........................... -- --
Restructured loans not included
in other nonperforming categories above............ 441 1
Loans to facilitate sale of real estate owned......... 280 2
Classified Assets. Federal regulations provide for the classification
of loans and other assets such as debt and equity securities considered by the
OTS to be of lesser quality as "substandard," "doubtful" or "loss" assets. An
asset is considered "substandard" if it is inadequately protected by the current
net worth and paying capacity of the obligor or of the collateral pledged, if
any. "Substandard" assets include those characterized by the "distinct
possibility" that the savings institution will sustain "some loss" if the
deficiencies are not corrected. Assets classified as "doubtful" have all of the
weaknesses inherent in those classified "substandard," with the added
characteristic that the weaknesses present make "collection or liquidation in
full," on the basis of currently existing facts, conditions, and values, "highly
questionable and improbable." Assets classified as "loss" are those considered
"uncollectible" and of such little value that their continuance as assets
without the establishment of a specific loss reserve is not warranted. Assets
that do not expose the savings institution to risk sufficient to warrant
classification in one of the aforementioned categories, but which assets possess
some weaknesses, are required to be designated "special mention" by management.
When a savings institution classifies problem assets as either
substandard or doubtful, it is required to establish general allowances for loan
losses in an amount deemed prudent by management. General allowances represent
loss allowances that have been established to recognize the inherent risk
associated with lending activities, but which, unlike specific allowances, have
not been allocated to particular problem assets. When a savings institution
classifies problem assets as "loss," it is required either to establish a
specific allowance for losses equal to 100% of the amount of the assets so
classified, or to charge off such amount. A savings institution's determination
as to the classification of its assets and the amount of its valuation
allowances is subject to review by the OTS which can order the establishment of
additional general or specific loss allowances. The Registrant regularly reviews
the problem loans in its portfolio to determine whether any loans require
classification in accordance with applicable regulations.
12
At June 30, 1999, the aggregate amount of the Registrant's classified
assets, and of the Registrant's general and specific loss allowances and
charge-offs were as follows:
June 30, 1999
(In Thousands)
Substandard assets................................................ $ 1,034
Doubtful assets................................................... 48
Loss assets....................................................... 7
-----------
Total classified assets.................................. $ 1,089
===========
General loss allowances........................................... 3,128
Specific loss allowances.......................................... 7
-----------
Total allowances......................................... $ 3,135
===========
A summary of the Registrant's principal classified assets is as
follows.
The Registrant acquired a $600,000 loan in 1985 on a 48-unit apartment
complex in Southern Iowa in connection with the Home Federal merger. The loan
was restructured into a $500,000 loan in 1991. The loan bears an interest rate
of 10% through maturity in August 2001. At the time the loan was restructured,
the Registrant wrote off $50,000 of the loan balance which is due in a balloon
payment at maturity. No interest is being accrued on this $50,000 amount. The
outstanding balance of the loan at June 30, 1999 was $441,000. The loan is now
current and the apartment complex was 96% leased at June 30, 1999.
Through the GFS Bancorp, Inc. ("GFS") acquisition, the Registrant
acquired a loan secured by commercial real estate in Grinnell, Iowa. The
borrower declared bankruptcy and ceased payments on the loan. A sheriff's sale
took place on September 23, 1998, at which sale the Registrant took possession
of the property. The loan had been written down to a market value of $200,000
prior to the GFS acquisition. The property, which includes office, warehouse and
manufacturing space in three buildings, was sold in April 1999 and a gain on
sale of real estate owned totaling $103,000 was recognized.
The Registrant took possession of one multi-family and four residential
properties in Madison, Wisconsin on August 5, 1999 by a voluntary deed in lieu
of foreclosure. There were two separate borrowing entities all guaranteed by the
same individuals. The related loan balances totaled approximately $1.6 million
on the date of foreclosure. The properties included one 12-unit apartment
building and four 4-unit condominium properties (16 total units, of which 11
units were unsold). The Registrant is in the process of selling the properties
and proceeds totaling approximately $1.3 million had been received by September
10, 1999. The proceeds were from the sale of the 12-unit apartment building and
four of the condominium units. The remaining seven condominium units are listed
for sale with a Madison, Wisconsin real estate firm. The Registrant does not
expect to record any losses on sale of the remaining condominium units.
With respect to each of the classified assets described above, except
as otherwise noted, management of the Registrant believes the specific reserves
that have been established are adequate and that the net realizable value of the
identified collateral exceeds the balances due.
Allowance for Loan Losses. Management's policy is to provide for
estimated losses on the Registrant's loan portfolio based on management's
evaluation of the potential losses that may be incurred. Such evaluation, which
includes a review of all loans of which full collectibility of interest and
principal may not be reasonably assured, considers, among other matters, the
estimated net realizable value of the underlying collateral. Other factors
considered by management include the size and risk exposure of each segment of
the loan portfolio, present indicators such as delinquency rates and the
borrower's current financial condition, and the potential for losses in future
periods. Management calculates the allowance for loan losses based on asset
type, as follows: 100% of
13
portions of loan balances classified as loss, 50% of portions of loan balances
classified as doubtful, 15% of portions of loan balances classified as
substandard, and 5% of portions of loan balances classified as special mention.
Management calculates additional allowances for loan losses on loans not
classified in the categories delineated above, as follows: .25% for mortgage
loans, 1.0% for consumer loans, and 1.5% for multifamily, nonresidential and
commercial loans.
The breakdown of general loss allowances and specific loss allowances
is made for regulatory accounting purposes only. While both general and specific
loss allowances are charged against earnings, general loan loss allowances are
added back to GAAP capital in computing risk-based capital under OTS
regulations. The financial statements of the Registrant are prepared in
accordance with GAAP and, accordingly, provisions for loan losses are based on
management's estimate of net realizable value or fair value of the collateral,
as applicable. The Registrant regularly reviews its loan portfolio, including
problem loans, to determine whether any loans require classification or the
establishment of appropriate reserves.
During fiscal 1999, 1998 and 1997, the Registrant credited $365,000,
$345,000 and $258,000, respectively, to the allowance for loan losses.
Management periodically reviews the entire loan portfolio to determine the
extent, if any, to which further additional loan loss provisions may be deemed
necessary. There can be no assurance that the allowance for loan losses will be
adequate to cover losses that may in fact be realized in the future and that
additional provisions for loan losses will not be required.
Analysis of the Allowance for Loan Losses. The following table sets
forth information regarding the Registrant's allowance for loan losses at the
dates indicated.
At June 30,
----------------------------------------------
1999 1998 1997
----------- ---------- -----------
(In Thousands)
Total loans outstanding(1).................................. $ 461,385 $ 408,955 $ 345,092
Average loans outstanding(1)................................ 416,631 358,209 331,144
Allowance balance (at beginning of period).................. 2,607 1,796 1,731
Additions related to acquisition............................ 325 801 --
Provision
Residential.............................................. 110 100 140
Commercial real estate................................... 75 65 --
Consumer................................................. 180 180 118
Charge-offs:
Residential.............................................. (63) (155) (65)
Commercial real estate................................... -- -- --
Consumer................................................. (184) (267) (136)
Recoveries.................................................. 85 87 8
----------- ---------- -----------
Allowance balance (at end of period)........................ $ 3,135 $ 2,607 $ 1,796
=========== ========== ===========
Allowance for loan losses as a percent of total
loans outstanding........................................ 0.68% 0.64% 0.52%
Net loans charged off as a percent of average
loans outstanding....................................... 0.06% 0.09% 0.06%
- ------------------------------------
(1) Includes loans held for sale.
14
Investment Activities
The Registrant's portfolio of investment securities, excluding
investments in mortgage-backed securities, totaled $112.8 million, $59.2 million
and $49.9 million, respectively at June 30, 1999, 1998 and 1997. The purpose of
the Registrant's investment portfolio is to (i) improve the Registrant's
interest rate sensitivity gap by reducing the average term to maturity of the
Registrant's assets, (ii) improve liquidity, and (iii) effectively reinvest
funds generated from amortization and prepayment on the Registrant's traditional
loan portfolio.
The Registrant is required under federal regulations to maintain a
minimum amount of liquid assets that may be invested in specified short-term
securities and certain other investments. See "Regulation--Federal
Regulations--Liquidity Requirements" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources." The Registrant generally has maintained a liquidity portfolio in
excess of regulatory requirements. Liquidity levels may be increased or
decreased depending upon the yields on investment alternatives and upon
management's judgment as to the attractiveness of the yields then available in
relation to other opportunities and its expectation of the level of yield that
will be available in the future, as well as management's projections as to the
short term demand for funds to be used in the Registrant's loan origination and
other activities.
Investment Portfolio. The following table sets forth the carrying value
of the Registrant's investment securities portfolio, short-term investments and
FHLB stock, at the dates indicated. At June 30, 1999, the Registrant's FHLB
stock yielded 6.25%. At June 30, 1999, the market value of the Registrant's
investment securities - held to maturity portfolio was $14.6 million.
At June 30,
-------------------------------------------
1999 1998 1997
----------- ---------- --------
(In Thousands)
Investment securities - held to maturity:
U.S. Government and agency securities..................... $ 9,579 $ 9,819 $ 10,462
Other securities.......................................... 5,190 4,911 818
---------- -------- ---------
Total investment securities held to maturity............ $ 14,769 $ 14,730 $ 11,280
---------- -------- ---------
Investment securities - available for sale:
U.S. Government and agency securities..................... $ 91,692 $ 44,517 $ 38,658
Other securities.......................................... 6,327 -- --
---------- -------- ---------
Total investment securities available for sale.......... $ 98,019 $ 44,517 $ 38,658
---------- -------- ---------
Totals................................................ $ 112,788 $ 59,247 $ 49,938
---------- -------- ---------
Interest-bearing deposits................................... 1,848 7,500 3,387
FHLB stock.................................................. 8,094 5,671 5,000
---------- -------- ---------
Total investments....................................... $ 122,730 $ 72,418 $ 58,325
========== ======== =========
15
Investment Portfolio Maturities
The table below sets forth the scheduled maturities, carrying values,
and average yields for the Registrant's investment securities at June 30, 1999.
At June 30, 1999
-----------------------------------------------------------------------------------------------------
Total Investment
One Year or Less One to Five Years Five to Ten Years More than 10 Years Securities
---------------- -------------------- ----------------- -------------------- ----------------
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield Value Yield
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
(Dollars in Thousands)
Investment securities - held
to maturity......... $ 448 5.01% $ 5,458 5.63% $ 4,979 5.56% $ 3,884 5.43% $ 14,769 5.56%
Investment securities -
available for sale.. -- -- 6,799 6.24% 51,908 6.76% 39,312 6.45% 98,019 6.60%
------- ---- ---------- ---------- ---------- ----------
Total investment
securities.......... $ 448 5.01% $ 12,257 5.97% $ 56,887 6.65% $ 43,196 6.36% $ 112,788 6.46%
======= ========== ========== ========== ==========
Subsidiary Activities
The Company has three wholly-owned subsidiaries, First Federal Bank,
Mid-Iowa Security Corp. and Equity Services, Inc. Since the Company engages in
no other significant activities beyond its ownership of the Bank, the
description of the Company's activities in this Form 10-K effectively represents
a description of the activities of the Bank. Equity Services, Inc. is in the
business of developing residential lots in the Registrant's primary market area.
Mid-Iowa Security Corporation generates revenues primarily by providing real
estate brokerage services.
The Bank has two active wholly owned subsidiaries. First Financial
Corporation, an Iowa corporation, operates a title search and abstract
continuation business through its wholly owned Iowa subsidiary, Sioux Financial
Corporation. Center of Iowa Investments, Limited, generates revenues primarily
by providing credit reporting and collection services. During fiscal year 1996,
First Financial Corporation purchased a majority ownership in United Escrow,
which serves as an escrow agent in Woodbury County, Iowa.
Under federal law, SAIF-insured institutions are required to provide 30
days' advance notice to the OTS and FDIC before establishing or acquiring a
subsidiary or conducting a new activity in a subsidiary. The insured institution
must also provide the FDIC and the OTS such information as may be required by
applicable regulations and must conduct the activity in accordance with the
rules and orders of the OTS. In addition to other enforcement and supervision
powers, the OTS may determine after notice and opportunity for a hearing that
the continuation of a savings institution's ownership of or relation to a
subsidiary (i) constitutes a serious risk to the safety, soundness or stability
of the savings institution, or (ii) is inconsistent with the purposes of FIRREA.
Upon the making of such determination, the OTS may order the savings institution
to divest the subsidiary or take other actions.
Sources of Funds
General. Deposits are the major source of the Registrant's funds for
lending and other investment purposes. In addition to deposits, the Registrant
derives funds from the amortization and prepayment of loans and mortgage-backed
securities, the sale or maturity of investment securities, operations and, if
needed, advances from the Federal Home Loan Bank of Des Moines (the "FHLB").
Scheduled loan principal repayments are a relatively stable source of funds,
while deposit inflows and outflows and loan prepayments are influenced
significantly by general interest rates and market conditions. Borrowings may be
used on a short-term basis to compensate for reductions in the availability of
funds from other sources or on a longer term basis for general business
purposes.
16
Deposits. Consumer and commercial deposits are attracted principally
from within the Registrant's primary market area through the offering of a broad
selection of deposit instruments including checking, regular savings, money
market deposits, term certificate accounts and individual retirement accounts.
Currently the Registrant does not generally negotiate interest rates to attract
jumbo certificates, but may accept deposits of $100,000 or more based on posted
rates. Deposit account terms vary according to the minimum balance required, the
time periods the funds must remain on deposit and the interest rate, among other
factors. The Registrant regularly evaluates the internal cost of funds, surveys
rates offered by competing institutions, reviews the Registrant's cash flow
requirements for lending and liquidity and executes rate changes when deemed
appropriate. The Registrant does not obtain funds through brokers, nor does it
actively solicit funds outside its primary market area. Historically, the
Registrant has rarely used premiums to attract savings deposits.
Deposit Portfolio. Savings and other deposits in the Registrant as of
June 30, 1999, are composed of the following:
Weighted Percentage
Average Minimum of Total
Interest Rate(1) Minimum Term Category Amount Balances Deposits
- ---------------- ------------ -------- ------ -------- --------
(In Thousands)
0.00% None Noninterest bearing checking accounts $ None $ 14,211 3.06%
1.59% None Interest bearing checking accounts 200 45,881 9.88
1.78% None Money Market Plus accounts 200 9,887 2.13
4.23% None Money Market Select accounts 10,000 72,066 15.52
1.71% None Savings accounts/Club accounts 10/5 35,109 7.56
1.49% None Unredeemed certificates 1,000 1,008 0.22
4.48% 3 months Fixed term, fixed rate 1,000 1,768 0.38
4.61% 6 months Fixed term, fixed rate (2) 100/1,000 24,767 5.34
4.55% 8 months Fixed term, fixed rate 5,000 14,351 3.09
4.89% 1 year Fixed term, fixed rate (2) 100/1,000 39,984 8.61
5.67% 16 months Fixed term, fixed rate 5,000 1,979 0.43
5.15% 17 months Fixed term, fixed rate 5,000 18,968 4.09
5.60% 1.5 years Fixed term, fixed rate 1,000 4,855 1.05
5.14% 2 years Fixed term, fixed rate (2) 100/1,000 22,733 4.90
4.41% 2 years Fixed term, fixed rate 100 1,285 0.28
5.48% 26 months Fixed term, fixed rate 5,000 30,863 6.65
4.94% 2.5 years Fixed term, fixed rate 1,000 4,059 0.87
4.90% 2.5 years Fixed term, option rate (3) 1,000 2,323 0.50
6.22% 32 months Fixed term, fixed rate 5,000 13,810 2.98
5.91% 35 months Change up term and rate (4) 1,000 34,080 7.34
5.25% 3 years Fixed term, fixed rate (2) 100/1,000 30,823 6.63
6.46% 45 months Fixed term, fixed rate 5,000 4,684 1.01
5.24% 4 years Fixed term, fixed rate 1,000 9,097 1.96
6.74% 58 months Fixed term, fixed rate 5,000 6,901 1.49
5.48% 5 years Fixed term, fixed rate 1,000 4,821 1.04
6.11% 6 years Fixed term, fixed rate 1,000 9,506 2.05
6.37% 8 years Fixed term, fixed rate 1,000 4,350 0.94
----- ---------- ---------
4.28% $ 464,169 100.00%
========== =========
- -----------------
(1) Yield rates for fixed term, fixed rate certificates,
(2) Individual retirement accounts (IRAs) are offered for this term. The
minimum for IRAs is $100 and the minimum for other certificates is $1,000.
The minimum for additions to IRAs is $25, while the minimum for additions
to other certificates is $1,000.
(3) The rate on the option rate certificate may be changed once during the term
to the currently offered rate at the certificate holders option.
(4) The certificate holder may change to another certificate product on the
first or second anniversary.
17
The following table sets forth the change in dollar amount of deposits
in the various types of deposit accounts offered by the Registrant between the
dates indicated.
Balance at Balance at
June 30, % Increase June 30, % Increase
1999 Deposits (Decrease) 1998 Deposits (Decrease)
--------- -------- --------- --------- --------- --------
Checking accounts $ 60,092 12.95% $ 11,724 $ 48,368 12.33% $ 10,297
Savings accounts 35,109 7.56 8,878 26,231 6.68 3,148
Money market accounts 81,953 17.66 20,159 61,794 15.75 15,373
Option rate certificates (1) 2,323 0.50 (581) 2,904 0.74 (2,593)
Change up certificates (2) 9,992 2.15 954 9,038 2.30 3,314
3 to 11 month certificates 39,145 8.43 28,081 11,064 2.82 (3,684)
12 thru 18 month certificates 58,427 12.59 916 57,511 14.66 18,445
19 thru 30 month certificates 53,250 11.47 10,753 42,497 10.83 14,617
32 and 36 month certificates 20,737 4.47 (4,356) 25,093 6.39 1,899
45 and 48 month certificates 12,674 2.73 563 12,111 3.09 175
58 through 96 month certificates 25,681 5.53 (8,095) 33,776 8.61 2,102
IRA certificates 63,778 13.74 3,121 60,657 15.45 3,599
Other certificates 1,008 0.22 (373) 1,381 0.35 (1,001)
--------- -------- --------- --------- --------- --------
$ 464,169 100.00% $ 71,744 $ 392,425 100.00% $ 65,691
========= ======= ========= ========= ========= ========
Balance at
June 30, % Increase
1997 Deposits (Decrease)
--------- -------- --------
Checking accounts $ 38,071 11.65% $ 3,200
Savings accounts 23,083 7.06 (1,568)
Money market accounts 46,421 14.22 5,190
Option rate certificates (1) 5,497 1.68 (3,518)
Change up certificates (2) 5,724 1.75 5,724
3 to 11 month certificates 14,748 4.51 (16,462)
12 thru 18 month certificates 39,066 11.96 (1,483)
19 thru 30 month certificates 27,880 8.53 10,263
32 and 36 month certificates 23,194 7.11 8,020
45 and 48 month certificates 11,936 3.65 (8,032)
58 through 96 month certificates 31,674 9.69 (7,115)
IRA certificates 57,058 17.46 (3,383)
Other certificates 2,382 0.73 675
--------- ----- --------
$326,734 100.00% $ (8,489)
======== ====== ========
- --------------
(1) This certificate is a 30-month certificate, during which term the rate may
be changed to a currently offered rate, once, at the customer's option.
(2) This certificate is a 35-month certificate, during which term the
certificate may be changed to a product with a different term and/or rate,
once, on the first or second anniversary of the opening of the certificate.
18
Time Deposits by Rates
The following table sets forth the time deposits in the Registrant
classified by rates as of the dates indicated.
At June 30,
----------------------------------------
1999 1998 1997
--------- -------- ---------
(In Thousands)
4% or less.................. $ 20,838 $ 14,684 $ 18,026
4.01-6.00%.................. 227,003 178,324 166,126
6.01-8.00%.................. 39,174 61,348 31,702
8.01-9.00%.................. -- 1,676 3,305
--------- -------- ---------
Total.................. $ 287,015 $256,032 $ 219,159
========= ======== =========
Time Deposit Maturity Schedule. The following table sets forth the
amount and maturities of certificates of deposit at June 30, 1999.
Amount Due
-------------------------------------------------------------
Weighted Average Less Than 1-2 2-3 After
Rate One Year Years Years 3 Years Total
---- -------- ----- ----- ------- -----
(In Thousands)
4% or less ..................... $ 19,459 $ 666 $ 390 $ 323 $ 20,838
4.01-6.00% ..................... 137,442 64,263 20,684 4,614 227,003
6.01-8.00% ..................... 20,683 7,478 7,495 3,518 39,174
-------- -------- -------- -------- --------
Total .................... $177,584 $ 72,407 $ 28,569 $ 8,455 $287,015
Certificates of Deposit $100,000 and Over. The following table
indicates the amount of the Registrant's certificates of deposit and other time
deposits of $100,000 or more by time remaining until maturity as of June 30,
1999.
Maturity Period Certificates of Deposits
--------------- ------------------------
(In Thousands)
Three months or less.......................................... $ 10,089
Three through six months...................................... 4,241
Six through twelve months..................................... 7,869
Over twelve months............................................ 5,954
----------
Total.................................................... $ 28,153
==========
Deposit Activity. The following table sets forth the savings activities
of the Registrant for the periods indicated:
At June 30,
-------------------------------------------
1999 1998 1997
----------- ---------- --------
(In Thousands)
Additions related to GFS acquisition...................... $ 105,583 $ 64,792 $ --
Net withdrawals in excess of deposits .................... (47,551) (15,748) (21,895)
Interest credited......................................... 13,712 16,647 13,406
---------- ---------- ----------
Net increase (decrease) in deposits..................... $ 71,744 $ 65,691 $ (8,489)
========== ========== ==========
19
In the unlikely event of a liquidation of the Registrant, depositors
will be entitled to full payment of their deposit accounts prior to any payment
being made to the stockholders of the Registrant. The majority of the
Registrant's depositors are residents of Iowa, Nebraska and South Dakota.
Borrowings. Savings deposits are the primary source of funds of the
Registrant's lending and investment activities and for its general business
purposes. The Registrant, if the need arises, may rely upon advances from the
FHLB and the Federal Reserve Bank discount window to supplement its supply of
lendable funds and to meet deposit withdrawal requirements. Advances from the
FHLB are secured by the Registrant's stock in the FHLB and a portion of the
Registrant's first mortgage loans and investment securities. At June 30, 1999,
the Registrant had $138.6 million of advances outstanding from the FHLB.
The FHLB functions as a central reserve bank providing credit for the
Registrant and other member savings associations and financial institutions. As
a member, the Registrant is required to own capital stock in the FHLB and is
authorized to apply for advances on the security of such stock and certain of
its home mortgages and other assets (principally, securities that are
obligations of, or guaranteed by, the United States) provided certain standards
related to creditworthiness have been met. Advances are made pursuant to several
different programs. Each credit program has its own interest rate and range of
maturities. Depending on the program, limitations on the amount of advances are
based either on a fixed percentage of a member institution's net worth or on the
FHLB's assessment of the institution's creditworthiness.
The following table sets forth certain information regarding borrowings
by the Registrant at the end of and during the periods indicated.
At June 30,
---------------------------------------
1999 1998 1997
---- ---- ----
Weighted average rate paid
on FHLB advances.......................................... 5.74% 5.94% 6.01%
Rate paid on ESOP borrowing................................. 7.00% N/A N/A
During the Year Ended June 30,
------------------------------------------
1999 1998 1997
(Dollars in Thousands)
Maximum amount of FHLB advances outstanding at
any month ................................... $143,600 $113,400 $100,000
Approximate average FHLB advances outstanding 118,900 91,863 82,200
Approximate weighted average rate paid on
FHLB advances ............................... 5.90% 6.04% 6.02%
Approximate average ESOP borrowing outstanding $ 401 N/A $ 9
Average rate paid on ESOP borrowing .......... 7.00% N/A 9.03%
Competition
The Registrant encounters strong competition both in attracting
deposits and in originating real estate and other loans. Its most direct
competition for deposits has come historically from commercial banks, brokerage
houses, other savings associations and credit unions in its market area, and the
Registrant expects continued strong competition from
20
such financial institutions in the foreseeable future. The Registrant's market
area includes branches of several commercial banks that are substantially larger
than the Registrant in terms of state-wide deposits. The Registrant competes for
savings by offering depositors a high level of personal service and expertise
together with a wide range of financial services.
The competition for real estate and other loans comes principally from
commercial banks, mortgage banking companies and other savings associations.
This competition for loans has increased substantially in recent years as a
result of the large number of institutions choosing to compete in the
Registrant's market area.
The Registrant competes for loans primarily through the interest rates
and loan fees it charges and the efficiency and quality of services it provides
borrowers, real estate brokers and builders. Factors that affect competition
include general and local economic conditions, current interest rate levels and
volatility of the mortgage markets. Management's strategy has been to offer
several new product offerings in certificate and retirement accounts to help
retain current deposits and reduce shrinkage. Recent product offerings have been
made available in transaction accounts to increase customer base and to position
the Registrant as a family financial center.
Regulation
As a federally chartered SAIF-insured savings association, the Bank is
subject to examination, supervision and extensive regulation by the OTS and the
FDIC. The Bank is a member of and owns stock in the FHLB of Des Moines, which is
one of the twelve regional banks in the Federal Home Loan Bank System. This
regulation and supervision establishes a comprehensive framework of activities
in which an institution can engage and is intended primarily for the protection
of the insurance fund and depositors. The Bank also is subject to regulation by
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") governing reserves to be maintained against deposits and certain other
matters. The OTS examines the Bank and prepares reports for the consideration of
the Bank's Board of Directors on any deficiencies that they may find in the
Bank's operations. The FDIC also examines the Bank in its role as the
administrator of the SAIF. The Bank's relationship with its depositors and
borrowers also is regulated to a great extent by both federal and state laws
especially in such matters as the ownership of savings accounts and the form and
content of the Bank's mortgage documents. Any change in such regulation, whether
by the FDIC, OTS, or Congress, could have a material adverse impact on the
Company and the Bank and their operations.
The description of statutory provisions and regulations applicable to
savings associations set forth herein does not purport to be a complete
description of such statutes and regulations and their effect on the Bank.
Federal Regulation of Savings Institutions
Business Activities. The activities of savings institutions are
governed by the Home Owners' Loan Act, as amended (the "HOLA") and, in certain
respects, the Federal Deposit Insurance Act (the "FDI Act"). The federal banking
statutes, as amended by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") and Federal Deposit Insurance Corporation
Improvement Act ("FDICIA") (1) restrict the solicitation of brokered deposits by
savings institutions that are troubled or not well-capitalized, (2) prohibit the
acquisition of any corporate debt security that is not rated in one of the four
highest rating categories, (3) restrict the aggregate amount of loans secured by
non-residential real estate property to 400% of capital, (4) permit savings and
loan holding companies to acquire up to 5% of the voting shares of
non-subsidiary savings institutions or savings and loan holding companies
without prior approval, and (5) permit bank holding companies to acquire healthy
savings institutions.
Loans to One Borrower. Under the HOLA, savings institutions are
generally subject to the national bank limits on loans to one borrower.
Generally, savings institutions may not make a loan or extend credit to a single
or related group of borrowers in excess of 15% of the Bank's unimpaired capital
and surplus on an unsecured basis. An additional amount may be lent, equal to
10% of unimpaired capital and surplus, if such loan is secured by
readily-marketable collateral, which is defined to include certain securities
and bullion, but generally does not include real estate. The Bank's maximum
loans to one borrower limit was $7.6 million at June 30, 1999. As of June 30,
1999, the Bank was in compliance with its loans-to-one-borrower limitations.
21
Qualified Thrift Lender Test. The HOLA requires savings institutions to
meet a qualified thrift lender ("QTL") test. Under the QTL test, a savings
association is required to maintain at least 65% of its "portfolio assets"
(total assets less (i) specified liquid assets up to 20% of total assets, (ii)
intangibles, including goodwill, and (iii) the value of property used to conduct
business) in certain "qualified thrift investments," primarily residential
mortgages and related investments, including certain mortgage-backed and related
securities on a monthly average basis in 9 out of every 12 months. A savings
association that fails the QTL test must either convert to a bank charter or
operate under certain restrictions. As of June 30, 1999, the Bank maintained
89.0% of its portfolio assets in qualified thrift investments and, therefore,
met the QTL test.
Limitation on Capital Distributions. OTS regulations impose limitations
upon all capital distributions by savings institutions, such as cash dividends,
payments to repurchase or otherwise acquire its shares, payments to stockholders
of another institution in a cash-out merger and other distributions charged
against capital. The rule establishes three tiers of institutions, which are
based primarily on an institution's capital level. An institution, such as the
Bank, that exceeds all fully phased-in capital requirements before and after a
proposed capital distribution ("Tier 1 Association") and has not been advised by
the OTS that it is in need of more than normal supervision, could, after prior
notice but without the approval of the OTS, make capital distributions during a
calendar year equal to the greater of: (i) 100% of its net earnings to date
during the calendar year plus the amount that would reduce by one-half its
"surplus capital ratio" (the excess capital over its fully phased-in capital
requirements) at the beginning of the calendar year; or (ii) 75% of its net
earnings for the previous four quarters; provided that the institution would not
be undercapitalized, as that term is defined in the OTS Prompt Corrective Action
regulations, following the capital distribution. Any additional capital
distributions would require prior regulatory approval. In the event the Bank's
capital fell below its fully-phased in requirement or the OTS notified it that
it was in need of more than normal supervision, the Bank's ability to make
capital distributions could be restricted. In addition, the OTS could prohibit a
proposed capital distribution by any institution, which would otherwise be
permitted by the regulation, if the OTS determines that such distribution would
constitute an unsafe or unsound practice. As of June 30, 1999, the Bank was a
"well-capitalized" institution.
Liquidity. The Bank is required to maintain an average daily balance of
specified liquid assets equal to a quarterly average of not less than a
specified percentage (currently 4%) of its net withdrawable deposit accounts
plus borrowings payable in one year or less. The Bank's average liquidity ratio
for the quarter ended June 30, 1999 was 31.0%, which exceeded the then
applicable requirements.
Community Reinvestment Act and Fair Lending Laws. Savings associations
share a responsibility under the Community Reinvestment Act ("CRA") and related
regulations of the OTS to help meet the credit needs of their communities,
including low- and moderate-income neighborhoods. In addition, the Equal Credit
Opportunity Act and the Fair Housing Act (together, the "Fair Lending Laws")
prohibit lenders from discriminating in their lending practices on the basis of
characteristics specified in those statutes. An institution's failure to comply
with the provisions of CRA could, at a minimum, result in regulatory
restrictions on its activities, and failure to comply with the Fair Lending Laws
could result in enforcement actions by the OTS, as well as other federal
regulatory agencies and the Department of Justice. The Bank received a
satisfactory CRA rating under the current CRA regulations in its most recent
federal examination by the OTS.
Transactions with Related Parties. The Bank's authority to engage in
transactions with related parties or "affiliates" (i.e., any company that
controls or is under common control with an institution, including the Company
and its non-savings institution subsidiaries) or to make loans to certain
insiders, is limited by Sections 23A and 23B of the Federal Reserve Act ("FRA").
Section 23A limits the aggregate amount of transactions with any individual
affiliate to 10% of the capital and surplus of the savings institution and also
limits the aggregate amount of transactions with all affiliates to 20% of the
savings institution's capital and surplus. Certain transactions with affiliates
are required to be secured by collateral in an amount and of a type described in
Section 23A and the purchase of low quality assets from affiliates is generally
prohibited. Section 23B provides that certain transactions with affiliates,
including loans and asset purchases, must be on terms and under circumstances,
including credit standards, that are substantially the same or at least as
favorable to the institution as those prevailing at the time for comparable
transactions with non-affiliated companies. In addition, savings institutions
are prohibited from lending to any affiliate that is engaged in activities that
22
are not permissible for bank holding companies and no savings institution may
purchase the securities of any affiliate other than a subsidiary.
The Bank's authority to extend credit to executive officers, directors
and 10% stockholders, as well as entities controlled by such persons, is
currently governed by Sections 22(g) and 22(h) of the FRA, and Regulation O
thereunder. Among other things, these regulations generally require such loans
to be made on terms substantially the same as those offered to unaffiliated
individuals and do not involve more than the normal risk of repayment. However,
recent regulations now permit executive officers and directors to receive the
same terms through benefit or compensation plans, that are widely available to
other employees, as long as the director or executive officer is not given
preferential treatment compared to other participating employees. Regulation O
also places individual and aggregate limits on the amount of loans the Bank may
make to such persons based, in part, on the Bank's capital position, and
requires certain approval procedures to be followed. At June 30, 1999, the Bank
was in compliance with the regulations.
Enforcement. Under the FDI Act, the OTS has primary enforcement
responsibility over savings institutions and has the authority to bring
enforcement action against all "institution-related parties," including
stockholders, and attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on an
insured institution. Formal enforcement action may range from the issuance of a
capital directive or cease and desist order to removal of officers and/or
directors of the institutions, receivership, conservatorship or the termination
of deposit insurance. Civil penalties cover a wide range of violations and
actions, and range up to $25,000 per day, unless a finding of reckless disregard
is made, in which case penalties may be as high as $1 million per day. Under the
FDI Act, the FDIC has the authority to recommend to the Director of OTS that
enforcement action be taken with respect to a particular savings institution. If
action is not taken by the Director, the FDIC has authority to take such action
under certain circumstances.
Standards for Safety and Soundness. The FDI Act requires each federal
banking agency to prescribe for all insured depository institutions standards
relating to, among other things, internal controls, information systems and
audit systems, loan documentation, credit underwriting, interest rate risk
exposure, asset growth, compensation, and such other operational and managerial
standards as the agency deems appropriate. The federal banking agencies adopted
Interagency Guidelines Prescribing Standards for Safety and Soundness
("Guidelines") to implement the safety and soundness standards required under
the FDI Act. The Guidelines set forth the safety and soundness standards that
the federal banking agencies use to identify and address problems at insured
depository institutions before capital becomes impaired. The Guidelines address
internal controls and information systems; internal audit systems; credit
underwriting; loan documentation; interest rate risk exposure; asset growth; and
compensation, fees and benefits. If the appropriate federal banking agency
determines that an institution fails to meet any standard prescribed by the
Guidelines, the agency may require the institution to submit to the agency an
acceptable plan to achieve compliance with the standard, as required by the FDI
Act. If an institution fails to meet these standards, the appropriate federal
banking agency may require the institution to submit a compliance plan.
Capital Requirements. The OTS capital regulations require savings
institutions to meet three capital standards: a 1.5% tangible capital standard,
a 3.0% leverage ratio (or core capital ratio) and an 8.0% risk-based capital
standard. Core capital is defined as common stockholders' equity (including
retained earnings), certain non-cumulative perpetual preferred stock and related
surplus, minority interests in equity accounts of consolidated subsidiaries less
intangibles other than certain qualifying supervisory goodwill and certain
mortgage servicing rights ("MSRs"). Tangible capital is defined as core capital
less all intangible assets (including supervisory goodwill) plus a specified
amount of MSRs. The OTS regulations also require that, in meeting the tangible,
leverage and risk-based capital standards, institutions must deduct investments
in and loans to subsidiaries engaged in activities not permissible for a
national bank, and unrealized gains (losses) on certain available for sale
securities.
The risk-based capital standard for savings institutions requires the
maintenance of Tier 2 (core) and total capital (which is defined as core capital
and supplementary capital) to risk weighted assets of 4.0% and 8.0%,
respectively. In determining the amount of risk-weighted assets, all assets,
including certain off-balance sheet assets, are multiplied by a risk-weight of
0% to 100%, as assigned by the OTS capital regulation based on the risks the OTS
believes are inherent in the type of asset. The components of Tier 1 (core)
capital are equivalent to those discussed earlier under the 3.0%
23
leverage ratio standard. The components of supplementary capital currently
include cumulative preferred stock, long-term perpetual preferred stock,
mandatory convertible securities, subordinated debt and intermediate preferred
stock and allowance for loan and lease losses. Allowance for loan and lease
losses includable in supplementary capital is limited to a maximum of 1.25% of
risk-weighted assets. Overall, the amount of supplementary capital included as
part of total capital cannot exceed 100% of core capital.
OTS regulatory capital rules also incorporate an interest rate risk
component. Savings associations with "above normal" interest rate risk exposure
are subject to a deduction from total capital for purposes of calculating their
risk-based capital requirements. A savings association's interest rate risk is
measured by the decline in the net portfolio value of its assets (i.e., the
difference between incoming and outgoing discounted cash flows from assets,
liabilities and off-balance sheet contracts) that would result from a
hypothetical 200-basis point increase or decrease in market interest rates,
divided by the estimated economic value of the association's assets. In
calculating its total capital under the risk-based rule, a savings association
whose measured interest rate risk exposure exceeds 2%, must deduct an interest
rate component equal to one-half of the excess change. The OTS has deferred, for
the present time, the date on which the interest rate component is to be
deducted from total capital. The rule also provides that the Director of the OTS
may waive or defer an institution's interest rate risk component on a
case-by-case basis.
At June 30, 1999, the Bank exceeded each of the three OTS capital
requirements on a fully phased-in basis. Set forth below is a summary of the
Bank's compliance with the OTS capital standards as of June 30, 1999.
At June 30, 1999
-------------------------
Percent of
Amount Assets (1)
------ ----------
(Dollars in Thousands)
Tangible capital:
Capital level.......................................................... $ 42,859 6.52%
Requirement............................................................ 9,866 1.50%
--------- --------
Excess................................................................. 32,993 5.02%
To be well capitalized under prompt
corrective action provisions ........................................ N/A N/A
Core capital:
Capital level.......................................................... 42,859 6.52%
Requirement ........................................................... 19,732 3.00%
--------- --------
Excess................................................................. 23,127 3.52%
To be well capitalized under prompt
corrective action provisions ........................................ 32,887 5.00%
Fully phased-in risk-based capital:
Capital level.......................................................... 45,986 13.20%
Requirement ........................................................... 27,871 8.00%
--------- --------
Excess................................................................. 18,115 5.20%
To be well capitalized under prompt
corrective action provisions ........................................ 34,839 10.00%
(1) Tangible and core capital levels are calculated on the basis of a
percentage of total adjusted assets; risk-based capital levels are
calculated on the basis of a percentage of risk-weighted assets.
Prompt Corrective Regulatory Action
Under the OTS Prompt Corrective Action regulations, the OTS is required
to take certain supervisory actions against undercapitalized institutions, the
severity of which depends upon the institution's degree of capitalization.
Generally, a savings institution that has total risk-based capital of less than
8.0% or a leverage ratio or a Tier 1 core capital ratio that is less than 4.0%
is considered to be undercapitalized. A savings institution that has the total
risk-based capital less than 6.0%, a Tier 1 core risk-based capital ratio of
less than 3.0% or a leverage
24
ratio that is less than 3.0% is considered to be "significantly
undercapitalized" and a savings institution that has a tangible capital to
assets ratio equal to or less than 2.0% is deemed to be "critically
undercapitalized." Subject to a narrow exception, the banking regulator is
required to appoint a receiver or conservator for an institution that is
"critically undercapitalized." The regulation also provides that a capital
restoration plan must be filed with the OTS within 45 days of the date an
institution receives notice that it is "undercapitalized," "significantly
undercapitalized" or "critically undercapitalized." In addition, numerous
mandatory supervisory actions become immediately applicable to the institution,
including, but not limited to, restrictions on growth, investment activities,
capital distributions, and affiliate transactions. The OTS could also take any
one of a number of discretionary supervisory actions, including the issuance of
a capital directive and the replacement of senior executive officers and
directors.
Insurance of Deposit Accounts
The FDIC has adopted a risk-based deposit insurance assessment system.
The FDIC assigns an institution to one of three capital categories based on the
institution's financial information, as of the reporting period ending seven
months before the assessment period, consisting of (1) well capitalized, (2)
adequately capitalized or (3) undercapitalized, and one of three supervisory
subcategories within each capital group. The supervisory subgroup to which an
institution is assigned is based on a supervisory evaluation provided to the
FDIC by the institution's primary federal regulator and information which the
FDIC determines to be relevant to the institution's financial condition and the
risk posed to the deposit insurance funds. An institution's assessment rate
depends on the capital category and supervisory category to which it is
assigned. The FDIC is authorized to raise the assessment rates in certain
circumstances. The FDIC has exercised this authority several times in the past
and may raise insurance premiums in the future. If such action is taken by the
FDIC, it could have an adverse effect on the earnings of the Bank.
Federal Home Loan Bank System
The Bank, as a federal association, is required to be a member of the
FHLB System, which consists of 12 regional FHLBs. The FHLB provides a central
credit facility primarily for member institutions. The Bank, as a member of the
FHLB of Des Moines, is required to acquire and hold shares of capital stock in
that FHLB in an amount at least equal to 1% of the aggregate principal amount of
its unpaid residential mortgage loans and similar obligations at the beginning
of each year, or 1/20 of its advances (borrowings) from the FHLB, whichever is
greater. As of June 30, 1999, the Bank was in compliance with this requirement.
The FHLBs are required to provide funds for the resolution of insolvent thrifts
and to contribute funds for affordable housing programs. These requirements
could reduce the amount of dividends that the FHLBs pay to their members and
could also result in the FHLBs imposing a higher rate of interest on advances to
their members.
Federal Reserve System
The Federal Reserve Board regulations require savings institutions to
maintain noninterest-earning reserves against their transaction accounts, such
as negotiable order of withdrawal and regular checking accounts. At June 30,
1999, the Bank was in compliance with these reserve requirements. The balances
maintained to meet the reserve requirements imposed by the Federal Reserve Board
may be used to satisfy liquidity requirements imposed by the Office of Thrift
Supervision.
Holding Company Regulation
General. The Company is a non-diversified savings and loan holding
company within the meaning of the HOLA, as amended. As such, the Company is
registered with the OTS and is subject to OTS regulations, examinations,
supervision and reporting requirements. In addition, the OTS has enforcement
authority over the Company and its non-savings institution subsidiaries. Among
other things, this authority permits the OTS to restrict or prohibit activities
that are determined to be a serious risk to the subsidiary savings institution.
The Bank must notify the OTS 30 days before declaring any dividend to the
Company.
25
As a unitary savings and loan holding company, the Company generally
will not be restricted under existing laws as to the types of business
activities in which it may engage, provided that the Bank continues to be a QTL.
Upon any nonsupervisory acquisition by the Company of another savings
association or savings bank that meets the QTL test and is deemed to be a
savings institution by the OTS, the Company would become a multiple savings and
loan holding company (if the acquired institution is held as a separate
subsidiary) and would be subject to extensive limitations on the types of
business activities in which it could engage. The HOLA limits the activities of
a multiple savings and loan holding company and its non-insured institution
subsidiaries primarily to activities permissible for bank holding companies
under Section 4(c)(8) of the Bank Holding Company Act, subject to the prior
approval of the OTS, and activities authorized by OTS regulation. The OTS is
prohibited from approving any acquisition that would result in a multiple
savings and loan holding company controlling savings institutions in more than
one state, subject to two exceptions: (i) the approval of interstate supervisory
acquisitions by savings and loan holding companies, and (ii) the acquisition of
a savings institution in another state if the laws of the state of the target
savings institution specifically permit such acquisitions.
The HOLA prohibits a savings and loan holding company, directly or
indirectly, or through one or more subsidiaries, from acquiring another savings
institution or holding company thereof, without prior written approval of the
OTS. It also prohibits the acquisition or retention of, with certain exceptions,
more than 5% of a non- subsidiary savings institution, a non-subsidiary holding
company, or a non-subsidiary company engaged in activities other than those
permitted by the HOLA; or acquiring or retaining control of an institution that
is not federally insured. In evaluating applications by holding companies to
acquire savings institutions, the OTS must consider the financial and managerial
resources, future prospects of the company and institution involved, the effect
of the acquisition on the risk to the insurance fund, the convenience and needs
of the community and competitive factors.
Federal law generally provides that no "person," acting directly or
indirectly or through or in concert with one or more other persons, may acquire
"control," as that term is defined in OTS regulations, of a federally-insured
savings institution without giving at least 60 days written notice to the OTS
and providing the OTS an opportunity to disapprove of the proposed acquisition.
Such acquisitions of control may be disapproved if it is determined, among other
things, that (i) the acquisition would substantially lessen competition; (ii)
the financial condition of the acquiring person might jeopardize the financial
stability of the savings institution or prejudice the interests of its
depositors; or (iii) the competency, experience or integrity of the acquiring
person or the proposed management personnel indicates that it would not be in
the interest of the depositors or the public to permit the acquisition of
control by such person.
Federal Securities Law
Shares of the Company's common stock are registered with the SEC under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company is also subject to the proxy rules, tender offer rules,
insider trading restrictions, annual and periodic reporting, and other
requirements of the Exchange Act.
FEDERAL AND STATE TAXATION
Federal Taxation. For federal income tax purposes, the Registrant and
its subsidiaries file a consolidated federal income tax return on a fiscal year
basis using the accrual method of accounting.
As a result of the enactment of the Small Business Job Protection Act
of 1996, all savings banks and savings associations will be able to convert to a
commercial bank charter, diversify their lending, or be merged into a commercial
bank without having to recapture any of their pre-1988 tax bad debt reserve
accumulations. Any post-1987 reserves will be subject to recapture, regardless
of whether or not a particular thrift intends to convert its charter, be
acquired, or diversify its activities. The recapture tax on post-1987 reserves
is assessed in equal installments over the six year period beginning in 1996.
However, if a thrift meets a minimum level of mortgage lending test (i.e., if
the thrift's level of mortgage lending activity (re-financings and home equity
loans do not count) is equal to or exceeds its average mortgage lending activity
for the six years preceding 1996, adjusted for inflation), then the thrift may
suspend its tax bad debt recapture for the 1996 and 1997 tax years. At June 30,
1999, the Bank had a balance of approximately $1.1 million of bad debt reserves
in retained income that would be recaptured under this legislation.
26
Deferred income taxes arise from the recognition of certain items of
income and expense for tax purposes in years different from those in which they
are recognized in the consolidated financial statements.
The Registrant accounts for deferred income taxes by the liability
method, applying the enacted statutory rates in effect at the balance sheet date
to differences between the book cost and the tax cost of assets and liabilities.
The resulting deferred tax liabilities and assets are adjusted to reflect
changes in the tax laws.
The Registrant is subject to the corporate alternative minimum tax
which is imposed to the extent it exceeds the Registrant's regular income tax
for the year. The alternative minimum tax will be imposed at the rate of 20% of
a specially computed tax base. Included in this base will be a number of
preference items, including the following: (i) 100% of the excess of a thrift
institution's bad debt deduction over the amount that would have been allowable
on the basis of actual experience; (ii) interest on certain tax-exempt bonds
issued after August 7, 1986; and (iii) an "adjusted current earnings"
computation which is similar to a tax earnings and profits computation. In
addition, for purposes of the new alternative minimum tax, the amount of
alternative minimum taxable income that may be offset by net operating losses is
limited to 90% of alternative minimum taxable income.
The Registrant has not been audited by the Internal Revenue Service for
the past eight years. For additional information regarding taxation, see Note 9
of Notes to Consolidated Financial Statements.
Iowa Taxation. The Bank currently files an Iowa franchise tax return.
The Company and its other subsidiaries file Iowa corporation tax returns on a
fiscal-year basis. The state of Iowa imposes a tax on the Iowa franchise taxable
income of savings institutions at the rate of 5%. Iowa franchise taxable income
is generally similar to federal taxable income except that interest from state
and municipal obligations is taxable, and no deduction is allowed for state
franchise taxes. The state corporation income tax ranges from 6% to 12%
depending upon Iowa corporation taxable income. Interest from federal securities
is not taxable for purposes of the Iowa corporation income tax.
ITEM 2 PROPERTIES
- ------ ----------
The Company conducts its business through its main office located in
Sioux City, Iowa, and 19 branch offices located in the market area. The
following table sets forth certain information concerning the main office and
each branch office of the Registrant at June 30, 1999. The aggregate net book
value of the Registrant's premises and equipment was $15.4 million at June 30,
1999.
Owned Lease
Year or Expiration
Opened or Acquired Leased Date
------------------ ------ ----
329 Pierce Street 1988 Owned --
Sioux City, Iowa 51102
924 Pierce Street 1991 Owned --
Sioux City, Iowa 51101
2727 Hamilton Blvd. 1981 Owned --
Sioux City, Iowa 51104
2 Bow Drive 1978 Owned --
Cherokee, Iowa 51012
301 Plymouth St., N.W. 1990 Owned --
Le Mars, Iowa 51031
3839 Indian Hills Dr. 1978 Owned --
Sioux City, Iowa 51104
27
921 Iowa Avenue 1972 Owned --
Onawa, Iowa 51040
1201 2nd Avenue 1976 Owned --
Box 277
Sheldon, Iowa 51201
4211 Morningside Avenue 1965 Owned --
Sioux City, Iowa 51106
104 1st Street, S.E. 1974 Owned --
Orange City, Iowa 51041
4701 Singing Hills Blvd.
Sioux City, Iowa 51106 1995 Owned --
2738 Cornhusker Drive
South Sioux City, Nebraska 68776 1998 Owned --
CENTRAL IOWA DIVISION
1025 Main Street 1998 Owned --
Grinnell, Iowa 50112
123 W. 2nd Street, North 1999 Owned --
Newton, Iowa 50208
1907 1st Avenue E. 1999 Owned --
Newton, Iowa 50208
15 E. Howard Street 1999 Owned --
Colfax, Iowa 50054
108 E. Washington 1999 Owned --
Monroe, Iowa 50170
100 State Street 1999 Owned --
Baxter, Iowa 50028
101 W. Jefferson 1999 Leased 07/01/2000
Prairie City, Iowa 50228
West Des Moines Branch 1999 Owned --
3900 Westown Parkway
West Des Moines, Iowa 50266
The Registrant's accounting and record keeping activities are
maintained on an in-house data processing system. The Registrant owns data
processing equipment it uses for its internal processing needs. The net book
value of such data processing equipment and related software at June 30, 1999,
was $1.1 million.
28
ITEM 3 LEGAL PROCEEDINGS
- ------ -----------------
There are various claims and lawsuits in which the Registrant is
periodically involved incident to the Registrant's business. In the opinion of
management, no material loss is expected from any of such pending claims or
lawsuits.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
No matters were submitted during the fourth quarter of fiscal 1999 to a
vote of security holders.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
- ------ ------------------------------------------------------------
MATTERS
The back inside cover page of the 1999 Annual Report to Stockholders is
herein incorporated by reference.
ITEM 6 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
- ------ ----------------------------------------------
Pages 1 through 3 of the 1999 Annual Report to Stockholders are herein
incorporated by reference.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ------ -----------------------------------------------------------
AND RESULTS OF OPERATIONS
---------------------
Pages 4 through 16 of the 1999 Annual Report to Stockholders are herein
incorporated by reference.
ITEM 8 FINANCIAL STATEMENTS
Pages 17 through 48 of the 1999 Annual Report to Stockholders are
herein incorporated by reference.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
- ------ -----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------
There were no changes in or disagreements with accountants in the
Registrant's accounting and financial disclosure during fiscal 1999.
PART III
ITEM 10 DIRECTORS AND OFFICERS OF THE REGISTRANT
- ------- ----------------------------------------
Information concerning Directors of the Registrant is incorporated
herein by reference from the Registrant's definitive Proxy Statement dated
September 20, 1999.
ITEM 11 EXECUTIVE COMPENSATION
- ------- ----------------------
Information concerning executive compensation is incorporated herein by
reference from the Registrant's definitive Proxy Statement dated September 20,
1999.
29
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------- --------------------------------------------------------------
Information concerning security ownership of certain owners and
management is incorporated herein by reference from the Registrant's definitive
Proxy Statement dated September 20, 1999.
ITEM 13 CERTAIN TRANSACTIONS
- ------- --------------------
Information concerning relationships and transactions is incorporated
herein by reference from the Registrant's definitive Proxy Statement dated
September 20, 1999.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
- -------- ---------------------------------------------------
ON FORM 8-K
-----------
(a)(1) Financial Statements
--------------------
The following information appearing in the Registrant's Annual Report
to Stockholders for the year ended June 30, 1999, is incorporated by reference
in this Annual Report on Form 10-K as Exhibit 13.
Annual Report Section Pages in Annual Report
- --------------------- ----------------------
Selected Financial Data 1-3
Management's Discussion and Analysis 4-16
of Financial Condition and Results
of Operations
Report of Independent Auditors 17
Consolidated Balance Sheets 18
Consolidated Statements of Operations 19
Consolidated Statements of Stockholders' Equity 20
and Comprehensive Income
Consolidated Statements of Cash Flows 21-22
Notes to Consolidated Financial 23-48
Statements
With the exception of the aforementioned information, the Registrant's
Annual Report to Stockholders for the year ended June 30, 1999 is not deemed
filed as part of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
-----------------------------
All financial statement schedules have been omitted as the required
information is inapplicable or has been included in the Notes to Consolidated
Financial Statements.
30
(a)(3) Exhibits
Sequential Page
Reference to Prior Number Where
Filing or Exhibit Attached Exhibits
Regulation S-K Number Attached Are Located in
This
Exhibit Number Document Hereto Form 10-K Report
- -------------- -------- ------ ----------------
3 Articles of Incorporation Not Applicable
3 Bylaws Not Applicable
4 Instruments defining the Not Applicable
rights of security holders,
including debentures
9 Voting trust agreement None Not Applicable
10 Material contracts None Not Applicable
11 Statement re: computation Not Not Applicable
of per share earnings Required
12 Statement re: computation Not Not Applicable
of ratios Required
13 Annual Report to 13 Exhibit 13
Security Holders
16 Letter re: change in
certifying Not Applicable
accountants None
18 Letter re: change in
accounting principles None Not Applicable
19 Previously unfiled
documents None Not Applicable
22 Subsidiaries of Registrant 22 Exhibit 22
23 Published report regarding None Not Applicable
matters submitted to vote of
security holders
24 Consent of Experts and Not Not Applicable
Counsel Required
25 Power of Attorney Not Not Applicable
Required
28 Additional Exhibits None Not Applicable
31
29 Information from reports None Not Applicable
furnished to state
insurance regulatory
authorities
(b) Reports on Form 8-K:
On April 29, 1999, the Registrant filed a current report on Form 8-K to
announce the consummation of its merger with Mid-Iowa Financial Corp. and
conversion of the former mutual holding company of the Bank, First Federal
Bankshares, M.H.C., to a capital stock corporation. This filing was subsequently
amended on June 28, 1999.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST FEDERAL BANKSHARES, INC.
Date: September 27, 1999 By: /s/Barry E. Backhaus
--------------------
Barry E. Backhaus, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/Barry E. Backhaus By: /s/Katherine A. Bousquet
-------------------- ------------------------
Barry E. Backhaus Katherine A. Bousquet
Chairman of the Board and Director Chief Financial Officer
President and Chief Executive Officer Date: September 27, 1999
Date: September 27, 1999
By: /s/Dr. Nancy A. Boysen By: /s/Gary L. Evans
---------------------- ----------------
Dr. Nancy A. Boysen, Director Gary L. Evans, Director
Date: September 27, 1999 Date: September 27, 1999
By: /s/Harland D. Johnson By: /s/Paul W. Olson
--------------------- ----------------
Harland D. Johnson, Director Paul W. Olson, Director
Date: September 27, 1999 Date: September 27, 1999
By: /s/Allen J. Johnson By: /s/David Van Engelenhoven
------------------- -------------------------
Allen J. Johnson David Van Engelenhoven
Date: September 27, 1999 Date: September 27, 1999
By: /s/Dennis B. Swanstrom By: /s/ David S. Clay
---------------------- -----------------
Dennis B. Swanstrom David S. Clay
Date: September 27, 1999 Date: September 27, 1999
By: /s/Jon G. Cleghorn By: /s/ Steven L. Opsal
------------------ -------------------
Jon G. Cleghorn Steven L. Opsal
Date: September 27, 1999 Date: September 27, 1999