UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-27672
NORTH CENTRAL BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Iowa 42-1449849
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I. R. S. Employer
Incorporation or Organization) Identification Number)
825 Central Avenue Fort Dodge, Iowa 50501
---------------------------------------------
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (515) 576-7531
None
----
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 28, 2004
- --------------------------------------------------------------------------------
Common Stock, $.01 par value 1,547,280
NORTH CENTRAL BANCSHARES, INC.
INDEX
Page
Part I. Financial Information
Item 1. Consolidated Condensed
Financial Statements (Unaudited) 1 to 3
Consolidated Condensed Statements of
Financial Condition at September 30, 2004
and December 31, 2003 1
Consolidated Condensed Statements of
Income for the three and nine months ended
September 30, 2004 and 2003 2
Consolidated Condensed Statements of
Cash Flows for the nine months ended
September 30, 2004 and 2003 3
Notes to Consolidated Condensed Financial
Statements 4 to 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 7 to 15
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 15
Item 4. Controls and Procedures 15
Part II. Other Information
Items 1 through 6 16
Signatures 17
Exhibits
PART I. FINANCIAL INFORMATION
ITEM 1.
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
September 30, December 31,
ASSETS 2004 2003
-------------- --------------
Cash and due from banks:
Interest-bearing $ 6,232,214 $ 7,124,828
Noninterest-bearing 3,130,079 2,893,745
Securities available-for-sale 24,116,741 26,952,157
Loans receivable, net 396,035,923 362,959,238
Loans held for sale 417,951 326,900
Accrued interest receivable 1,923,641 1,866,521
Foreclosed real estate 1,144,101 1,453,353
Premises and equipment, net 9,870,835 9,842,477
Rental real estate 2,843,438 2,968,918
Title plant 925,256 925,256
Goodwill 4,970,800 4,970,800
Deferred taxes 941,160 757,543
Prepaid expenses and other assets 897,597 967,565
------------- -------------
Total assets $ 453,449,736 $ 424,009,301
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 305,866,339 $ 283,963,569
Borrowed funds 102,981,199 95,004,605
Advances from borrowers for taxes and insurance 935,073 1,736,755
Dividends payable 386,820 337,907
Accrued expenses and other liabilities 1,781,948 1,374,824
------------- -------------
Total liabilities 411,951,379 382,417,660
------------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock ($.01 par value, authorized
3,000,000 shares; issued and outstanding none) -- --
Common stock ($.01 par value, authorized 15,500,000
shares; issued 2004, 1,547,280; 2003, 1,604,780 shares) 15,473 16,048
Additional paid-in capital 18,561,880 17,711,322
Retained earnings, substantially restricted 23,296,609 24,103,330
Accumulated other comprehensive (loss) (277,342) (71,266)
Less cost of treasury stock, 2004, none;
2003, none -- --
Unearned shares, employee stock ownership plan (98,263) (167,793)
------------- -------------
Total stockholders' equity 41,498,357 41,591,641
------------- -------------
Total liabilities and stockholders' equity $ 453,449,736 $ 424,009,301
============= =============
See Notes to Consolidated Condensed Financial Statements
1
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
----------- ----------- ----------- -----------
Interest income:
Loans receivable $ 5,998,978 $ 6,038,079 $17,725,775 $18,270,621
Securities and cash deposits 255,869 304,425 792,808 1,039,161
----------- ----------- ----------- -----------
6,254,847 6,342,504 18,518,583 19,309,782
----------- ----------- ----------- -----------
Interest expense:
Deposits 1,740,965 1,913,974 5,185,241 6,002,801
Borrowed funds 1,117,639 1,141,660 3,293,644 3,369,189
----------- ----------- ----------- -----------
2,858,604 3,055,634 8,478,885 9,371,990
----------- ----------- ----------- -----------
Net interest income 3,396,243 3,286,870 10,039,698 9,937,792
Provision for loan losses 75,000 75,000 185,000 195,000
----------- ----------- ----------- -----------
Net interest income after provision for loan losses 3,321,243 3,211,870 9,854,698 9,742,792
----------- ----------- ----------- -----------
Noninterest income:
Fees and service charges 798,400 681,339 2,328,604 1,871,520
Abstract fees 365,373 520,595 1,130,540 1,449,742
Mortgage banking income 67,854 310,983 195,488 760,712
Other income 273,718 250,698 914,292 773,657
----------- ----------- ----------- -----------
Total noninterest income 1,505,345 1,763,615 4,568,924 4,855,631
----------- ----------- ----------- -----------
Noninterest expense:
Compensation and employee benefits 1,521,094 1,505,514 4,594,797 4,349,473
Premises and equipment 348,321 320,516 1,058,749 936,698
Data processing 137,219 143,351 416,836 433,849
Other expenses 788,792 790,961 2,340,650 2,252,149
----------- ----------- ----------- -----------
Total noninterest expense 2,795,426 2,760,342 8,411,032 7,972,169
----------- ----------- ----------- -----------
Income before income taxes 2,031,162 2,215,143 6,012,590 6,626,254
Provision for income taxes 639,640 720,710 1,923,116 2,101,736
----------- ----------- ----------- -----------
Net income $ 1,391,522 $ 1,494,433 $ 4,089,474 $ 4,524,518
=========== =========== =========== ===========
Basic earnings per common share $ 0.90 $ 0.95 $ 2.62 $ 2.86
=========== =========== =========== ===========
Earnings per common share - assuming dilution $ 0.87 $ 0.90 $ 2.51 $ 2.69
=========== =========== =========== ===========
Dividends declared per common share $ 0.25 $ 0.21 $ 0.75 $ 0.63
=========== =========== =========== ===========
Comprehensive income $ 1,464,558 $ 1,328,923 $ 3,883,398 $ 4,237,228
=========== =========== =========== ===========
See Notes to Consolidated Condensed Financial Statements.
2
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2004 2003
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 4,089,474 $ 4,524,518
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for loan losses 185,000 195,000
Depreciation 646,403 592,824
Amortization and accretion 458,288 476,942
Deferred taxes (61,151) (153,911)
Effect of contribution to employee stock ownership plan 263,191 406,188
(Gain) on sale of foreclosed real estate and loans, net (237,068) (804,865)
Loss on disposal of equipment and premises, net 4,179 (724)
Proceeds from sales of loans held for sale 13,928,221 47,097,003
Originations of loans held for sale (13,823,784) (44,932,454)
Change in assets and liabilities:
Accrued interest receivable (57,120) (16,250)
Prepaid expenses and other assets 69,968 1,652,967
Income taxes payable -- (32,620)
Accrued expenses and other liabilities 407,124 91,047
------------ ------------
Net cash provided by operating activities 5,872,725 9,095,665
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in loans 9,661,235 19,067,901
Purchase of loans (43,319,012) (44,832,836)
Proceeds from sales of securities available-for-sale 961,700 --
Purchase of securities available-for-sale (1,570,500) (10,998,258)
Proceeds from maturities of securities available-for-sale 3,068,175 4,922,174
Purchase of premises and equipment and rental real estate (553,969) (2,545,586)
Proceeds from sale of land and equipment 510 124,846
Other 336,135 154,804
------------ ------------
Net cash (used in) investing activities (31,415,726) (34,106,955)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 21,902,770 5,693,593
Net (Decrease) in advances from borrowers for taxes and insurance (801,682) (641,139)
Net change in short-term borrowings 6,500,000 4,000,000
Proceeds from other borrowed funds 5,000,000 17,500,000
Payments on other borrowings (3,523,406) (6,488,765)
Purchase of treasury stock (4,549,413) (3,069,494)
Dividends paid (1,110,370) (946,580)
Issuance of common stock 1,468,822 1,221,846
------------ ------------
Net cash provided by financing activities 24,886,721 17,269,461
------------ ------------
Net (decrease) in cash (656,280) (7,741,829)
CASH AND DUE FROM BANKS
Beginning 10,018,573 15,168,601
------------ ------------
Ending $ 9,362,293 $ 7,426,772
============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash payments for:
Interest paid to depositors $ 5,028,389 $ 6,014,869
Interest paid on borrowings 3,293,707 3,369,295
Income taxes 1,277,413 1,836,409
3
NORTH CENTRAL BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
The consolidated condensed financial statements for the three and nine month
periods ended September 30, 2004 and 2003 are unaudited. In the opinion of the
management of North Central Bancshares, Inc. (the "Company" or the "Registrant")
these financial statements reflect all adjustments, consisting only of normal
recurring accruals, necessary to present fairly these consolidated financial
statements. The results of operations for the interim periods are not
necessarily indicative of results, which may be expected for an entire year.
Certain information and footnote disclosure normally included in complete
financial statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the requirements for interim
financial statements. The financial statements and notes thereto should be read
in conjunction with the Company's 2003 Annual Report on Form 10-K.
The consolidated condensed financial statements include the accounts of the
Company and its wholly owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
2. EARNINGS PER SHARE
The earnings per share amounts were computed using the weighted average number
of shares outstanding during the periods presented. In accordance with Statement
of Position No. 93-6, Employers' Accounting for Employee Stock Ownership Plans,
issued by the American Institute of Certified Public Accountants, shares owned
by First Federal Savings Bank of Iowa's Employee Stock Ownership Plan that have
not been committed to be released are not considered to be outstanding for the
purpose of computing earnings per share. For the three-month period ended
September 30, 2004, the weighted average number of shares outstanding for basic
and diluted earnings per share computation were 1,546,360 and 1,602,573,
respectively. For the nine-month period ended September 30, 2004, the weighted
average number of shares outstanding for basic and diluted earnings per share
computation were 1,561,989 and 1,628,143, respectively. For the three-month
period ended September 30, 2003, the weighted average number of shares
outstanding for basic and diluted earnings per share computation were 1,580,936
and 1,669,799, respectively. For the nine-month period ended September 30, 2003,
the weighted average number of shares outstanding for basic and diluted earnings
per share computation were 1,582,228 and 1,679,038, respectively.
3. DIVIDENDS
On August 27, 2004, the Company declared a cash dividend on its common stock,
payable on October 6, 2004 to stockholders of record as of September 15, 2004,
equal to $0.25 per share.
4. GOODWILL
As of January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets", that eliminated the
amortization and required a goodwill impairment test. The Company completed the
goodwill impairment test during the year ended December 31, 2003 and has
determined that there has been no impairment of goodwill.
As of September 30, 2004 and December 31, 2003, the Company had intangible
assets of $4,970,800, all of which has been determined to be goodwill. There was
no goodwill impairment loss or amortization related to goodwill during the three
and nine months ended September 30, 2004 or September 30, 2003.
5. STOCK OPTION PLAN
FASB Statement No. 123, Accounting for Stock-Based Compensation, establishes a
fair value based method for financial accounting and reporting for stock-based
employee compensation plans and for transactions in which an entity issues its
equity instruments to acquire goods and services from nonemployees. However, the
4
standard allows compensation to continue to be measured by using the intrinsic
value based method of accounting prescribed by APB No. 25, Accounting for Stock
Issued to Employees, but requires expanded disclosures. The Company has elected
to apply the intrinsic value based method of accounting for stock options issued
to employees. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's stock at the
date of grant over the amount an employee must pay to acquire the stock.
Had compensation cost for the Plan been determined based on the grant date fair
values of awards (the method described in FASB Statement No. 123), the
approximate reported net income and earnings per common share would have been
decreased to the pro forma amounts shown below:
Three Months Ended Three Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net income, as reported $ 1,391,522 $ 1,494,433
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (5,757) (8,731)
------------ ------------
Pro forma net income $ 1,385,765 $ 1,485,702
============ ============
Earnings per common share - basic:
As reported $ 0.90 $ 0.95
Pro forma 0.90 0.94
Earnings per common share - assuming dilution:
As reported $ 0.87 $ 0.90
Pro forma 0.86 0.89
Nine Months Ended Nine Months Ended
September 30, 2004 September 30, 2003
------------------ ------------------
Net income, as reported $ 4,089,474 $ 4,524,518
Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects (48,663) (61,725)
------------ ------------
Pro forma net income $ 4,040,811 $ 4,462,793
============ ============
Earnings per common share - basic:
As reported $ 2.62 $ 2.86
Pro forma 2.59 2.82
Earnings per common share - assuming dilution:
As reported $ 2.51 $ 2.69
Pro forma 2.48 2.66
The fair values of the grants are estimated at the grant date using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for grants in 2004 and 2003, respectively: dividend rates of 2.3% to
2.7% and 2.3%, price volatility of 16% to 20% and 20%, risk-free interest rates
of 4.10% to 4.20% and 3.70%, and expected lives of 8 years for all periods.
6. RECENT ACCOUNTING PRONOUNCEMENTS.
SEC Staff Accounting Bulletin ("SAB") No. 105, Application of Accounting
Principles to Loan Commitments, was released in March 2004. This release
summarizes the SEC staff position regarding the application of GAAP to loan
commitments accounted for as derivative instruments. The Company accounts for
interest rate lock commitments issued on mortgage loans that will be held for
sale as derivative instruments. Consistent with SAB No. 105, the Company
considers the fair value of these commitments to be zero at the commitment date,
with subsequent changes in fair value determined solely on changes in market
interest rates. The Company's adoption of this bulletin had no impact on the
consolidated financial statements.
5
At the March 17-18, 2004 Emerging Issues Task Force ("EITF") meeting, the Task
Force reached a consensus on Issue No. 03-1, The Meaning of Other-Than-Temporary
Impairment and its Application to Certain Investments. EITF 03-1 provides
guidance for determining the meaning of "other-than-temporarily impaired" and
its application to certain debt and equity securities within the scope of
Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities ("SFAS 115") and investments accounted
for under the cost method. The guidance set forth in the Statement was
originally effective for the Company in the September 30, 2004 consolidated
financial statements. However, in September 2004, the effective dates of certain
parts of the Statement were delayed. Management is currently assessing the
impact of Issue 03-1 on the consolidated financial statements.
In March 2004, the Financial Accounting Standards Board ("FASB") issued an
Exposure Draft, Share-Base Payment - an amendment of Statements No. 123 and 95.
This Statement amends SFAS Statement No. 123, Accounting for Stock-Based
Compensation, SFAS Statement No. 95, Statement of Cash Flows, and APB Opinion
No. 125, Accounting for Stock Issued to Employees. The objective of the
amendment to SFAS No. 123 is to recognize in the financial statements the cost
of employee services received in exchange for equity instruments and liabilities
incurred as the result of such transactions. The grant-date fair value of stock
options would be determined using an option-pricing model, and expense would be
recognized over the vesting period. In October 2004, the FASB postponed the
effective date of the this proposed standard from fiscal years beginning after
December 15, 2004 to periods beginning after June 15, 2005. The FASB is expected
to issue a final standard by the end of calendar 2004. Management is reviewing
the proposed standard to determine the impact on the financial statements.
6
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q contains forward-looking statements
consisting of estimates with respect to the consolidated financial condition,
results of operations and business of the Company and its subsidiaries including
First Federal Savings Bank of Iowa (the "Bank") that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include changes in general, economic, market,
legislative and regulatory conditions, and the development of an interest rate
environment that adversely affects the interest rate spread or other income
anticipated from the Company's operations and investments. The Company's actual
results may differ from the results discussed in the forward-looking statements.
The Company disclaims any obligation to publicly announce future events or
developments that may affect the forward-looking financial statements contained
here within.
Executive Overview
The Company's business strategy is to operate the Bank as a well-capitalized,
profitable and independent community oriented savings bank. Specifically, the
Company's business strategy incorporates the following elements: (1) operating
as a community oriented financial institution; (2) increasing loan and deposit
balances in existing branch offices as well as by establishing de novo branch
offices in markets where population growth trends are positive such as the Des
Moines, Iowa metropolitan area; (3) maintaining high asset quality by
emphasizing investment in residential mortgage, multifamily and commercial real
estate loans and consumer loans; (4) emphasizing growth in core deposits, which
includes demand deposit, NOW, money market and savings accounts; (5) maintaining
capital in excess of regulatory requirements; (6) controlling noninterest
expense; (7) managing interest rate risk exposure; and (8) increasing
noninterest income through increases in fees, service charges and sales of
noninsured products.
The purpose of this summary is to provide an overview of the items management
focuses on when evaluating the condition of the Company and our success in
implementing our stockholder value strategy. Our stockholder value strategy has
three major themes: (1) enhancing our shareholders' value; (2) making our retail
banking franchise more valuable; and (3) efficiently utilizing our capital.
Management believes the following points were the most important to that
analysis this quarter:
o A key factor in the Company's management of capital is the Company's
stock repurchase programs. An active stock repurchase program has
consistently been used by the Company to manage capital and increase
earnings per share. Since September 21, 1996 the Company has
repurchased 2,713,722 shares at a cost of $51.4 million as of
September 30, 2004.
o The Bank continues to open new offices in market areas where
population growth trends are positive. A temporary office was opened
in Clive, Iowa in October, 2003. The Clive office's permanent location
opened in March 2004. The Bank opened a permanent office in Ankeny,
Iowa in February, 2003. Both of these locations are in suburbs of Des
Moines which is Iowa's largest metropolitan area. The Bank will
continue to analyze de novo branch opportunities in the Des Moines
metropolitan area. Noninterest expenses have increased during the
three and nine months ended September 30, 2004 and 2003 in part due to
the Bank's strategy of opening de novo branch offices. We believe that
this strategy will result in loan and deposit growth for the Company
but will negatively impact net earnings until each de novo branch
achieves profitability.
o Consistent with the Bank's emphasis on attracting and retaining core
deposits, deposit fee growth continued a strongly positive trend. The
growth in core deposits is due in part to a new direct mail marketing
program implemented in early 2003 emphasizing checking accounts and
the opening of the offices in Clive and Ankeny, Iowa. This direct mail
program is ongoing and is expected to result in a continued growth in
core deposits and fee income.
7
o Management believes that the allowance for loan losses is adequate.
The allowance for loan losses to nonaccrual loans was 330.17% at
September 30, 2004. Net annualized chargeoffs for 2004 were 0.04% of
total loans and have averaged 0.04% of total loans for the past five
years. During the nine months ended September 30, 2004, the Company's
net loan portfolio increased $33.0 million or 9.1%. A significant
portion of this increase consisted of increases in the commercial and
multifamily real estate loans, which carry a higher level of credit
risk than other loans in the portfolio. The Company's provision for
loan losses for the three and nine months ended September 30, 2004 was
$75,000 and $185,000, respectively.
o Purchases and originations of out of state real estate loans remained
an integral part of the Company's business plan. The Company has
purchased and originated out of state real estate loans to supplement
local mortgage loan originations and to diversify its mortgage loan
portfolio geographically.
FINANCIAL CONDITION
Total assets increased $29.4 million, or 6.9%, to $453.4 million at September
30, 2004 from $424.0 million at December 31, 2003. The increase in assets was
due primarily to increases in net loans receivable, offset in part by a decrease
in securities available for sale.
Total loans receivable, net, increased by $33.0 million, or 9.1%, to $396.0
million at September 30, 2004 from $363.0 million at December 31, 2003,
primarily due to the origination of $58.3 million of first mortgage loans
secured by one-to-four family residences, multifamily and commercial real
estate, purchases of first mortgage loans primarily secured by multifamily
residences and commercial real estate of $45.7 million, and originations of
$16.4 million of second mortgage loans during the nine months ended September
30, 2004. These originations and purchases were offset in part by payments and
prepayments of $79.0 million and sales of loans of $13.7 million during the nine
months ended September 30, 2004. The Company sells substantially all fixed-rate
loans with maturities in excess of 15 years in the secondary mortgage market in
order to reduce interest rate risk. The Company has also sold a portion of the
fixed-rate loans with 15 year maturities in the secondary market in order to
reduce interest rate risk. Securities available for sale decreased $2.8 million,
or 10.5%, to $24.1 million at September 30, 2004 from $27.0 million at December
31, 2003 as the Company invested its cash in loans.
Deposits increased $21.9 million, or 7.7%, to $305.9 million at September 30,
2004 from $284.0 million at December 31, 2003, primarily reflecting increases in
NOW accounts, savings accounts, money market accounts and retail certificate of
deposit accounts. The increase in deposits is due primarily to the opening of
offices in Clive and Ankeny, Iowa and management's marketing efforts.
Borrowings, primarily FHLB advances, increased $8.0 million, to $103.0 million
at September 30, 2004 from $95.0 million at December 31, 2003. The Company
utilized the increase in deposits and FHLB advances to fund loans.
Total shareholders' equity decreased $93,000 to $41.5 million at September 30,
2004 from $41.6 million at December 31, 2003, primarily due to funds used for
the repurchase of stock, dividends paid to shareholders and an increase in
accumulated other comprehensive loss, offset in part by an increase in net
income and increased capital attributable to stock options exercised.
8
The Office of Thrift Supervision (the "OTS") requires that the Bank meet minimum
tangible, leverage (core) and risk-based capital requirements. As of September
30, 2004, the Bank exceeded all of its regulatory capital requirements. The
Bank's required, actual and excess capital levels as of September 30, 2004 were
as follows:
Amount Percentage of Assets
-------- ----------------------
(Dollars in thousands)
Tangible capital:
Capital level $33,094 7.39%
Less Requirement 6,720 1.50%
------- -----
Excess $26,374 5.89%
======= ====
Core capital:
Capital level $33,094 7.39%
Less Requirement 17,919 4.00%
------- -----
Excess $15,175 3.39%
======= ====
Risk-based capital:
Capital level $36,251 11.92%
Less Requirement 24,322 8.00%
------- -----
Excess $11,929 3.92%
======= ====
LIQUIDITY
The Company's primary sources of funds are cash provided by operating activities
(including net income), certain financing activities (including increases in
deposits and proceeds from borrowings) and certain investing activities
(including principal payments on loans and maturities, calls and proceeds from
the sale of securities). During the first nine months of 2004 and 2003,
principal payments, repayments and proceeds from sale of loans totaled $92.8
million and $149.2 million, respectively. The net increase in deposits during
the first nine months of 2004 and 2003 totaled $21.9 million and $5.7 million,
respectively. The proceeds from borrowed funds during the nine months ended
September 30, 2004 and 2003 totaled $5.0 million and $17.5 million,
respectively. The net increase in short term borrowings during the nine months
ended September 30, 2004 and 2003 totaled $6.5 million and $4.0 million,
respectively. During the first nine months of 2004 and 2003, the proceeds from
the maturities, calls and sales of securities totaled $4.1 million and $4.9
million, respectively. Cash provided from operating activities during the first
nine months of 2004 and 2003 totaled $5.9 million and $9.1 million,
respectively. The Company's primary use of funds is to originate and purchase
loans, purchase securities available for sale, repay borrowed funds and other
financing activities. During the first nine months of 2004 and 2003, the
Company's gross purchases and origination of loans totaled $129.8 million and
$175.0 million, respectively. The purchase of securities available for sale for
the nine months ended September 30, 2004 and 2003 totaled $1.6 million and $11.0
million, respectively. The repayment of borrowed funds during the first nine
months of 2004 and 2003 totaled $3.5 million and $6.5 million, respectively. For
additional information about cash flows from the Company's operating, financing
and investing activities, see "Statements of Cash Flows in the Condensed
Consolidated Financial Statements."
The OTS regulations require the Company to maintain sufficient liquidity to
ensure its safe and sound operation.
The Company has a line of credit agreement in the amount of $3.0 million with an
unaffiliated bank. As of September 30, 2004, there were no borrowings
outstanding on this line of credit. The Company may use this line of credit to
fund stock repurchases in the future and for general corporate purposes.
The Company repurchased 122,155 shares of common stock during the nine months
ended September 30, 2004 at an average price of $37.24.
On July 6, 2004, the Company paid a quarterly cash dividend of $0.25 per share
on common stock outstanding as of the close of business on June 15, 2004,
aggregating $391,000. On August 27, 2004, the Company declared a quarterly cash
dividend of $0.25 per share payable on October 6, 2004 to shareholders of record
as of the close of business on September 15, 2004, aggregating $387,000.
9
RESULTS OF OPERATIONS
Net Income. Net income decreased by $102,000 to $1,392,000 for the quarter ended
September 30, 2004 compared to $1,494,000 for the same period in 2003. Net
income is primarily dependent on net interest income, noninterest income,
noninterest expense and income tax expense. The decrease in net income was
primarily due to a decrease in noninterest income, offset in part by an increase
in net interest income and a decrease in income tax expense.
Net income decreased by $435,000 to $4,089,000 for the nine months ended
September 30, 2004 compared to $4,524,000 for the same period in 2003. Net
income is primarily dependent on net interest income, noninterest income,
noninterest expense and income tax expense. The decrease in net income was
primarily due to increases in noninterest expense and a decrease in noninterest
income, offset in part by a decrease in income tax expense and an increase in
net interest income.
Net Interest Income. Net interest income before provision for loan losses
increased by $109,000 to $3,396,000 for the quarter ended September 30, 2004
from $3,287,000 for the quarter ended September 30, 2003. The increase is
primarily due to an increase in the average balance of interest earning assets
and a decrease in the average cost of funds, offset in part by a decrease in the
yield on interest earning assets and an increase in the average balance of
interest bearing liabilities. The interest rate spread (i.e., the difference in
the average yield on assets and average cost of liabilities) decreased to 2.94%
for the quarter ended September 30, 2004 from 3.01% for the quarter ended
September 30, 2003. The decrease in interest rate spread reflects the general
decrease in the yield on interest earning assets offset in part by the decrease
in the overall cost of interest bearing liabilities. The decrease in the yield
on interest earning assets and the cost of interest bearing liabilities reflects
a continuing low interest rate environment.
Net interest income before provision for loan losses increased by $102,000 to
$10,040,000 for the nine months ended September 30, 2004 from $9,938,000 for the
nine months ended September 30, 2003. The increase is primarily due to a
decrease in the average cost of funds and an increase in the average balance of
interest earning assets, offset in part by a decrease in the yield on interest
earning assets and an increase in the average balance of interest bearing
liabilities. The interest rate spread (i.e., the difference in the average yield
on assets and average cost of liabilities) decreased to 2.96% for the nine
months ended September 30, 2004 from 3.05% for the nine months ended September
30, 2003. The decrease in interest rate spread reflects the general decrease in
the yield on interest earning assets offset in part by the decrease in the
overall cost of interest bearing liabilities. The decrease in the yield on
interest earning assets and the cost of interest bearing liabilities reflects a
continuing low interest rate environment.
Interest Income. Interest income decreased by $88,000 to $6,255,000 for the
quarter ended September 30, 2004 compared to $6,343,000 for the quarter ended
September 30, 2003. The decrease in interest income was primarily due to a
decrease in the average yield on interest earning assets, offset in part by an
increase in the average balance of interest earning assets. The average yield on
interest earning assets decreased to 5.82% for the quarter ended September 30,
2004 from 6.25% for the quarter ended September 30, 2003, primarily due to the
continuing low interest rate environment. The average balance of interest
earning assets increased $24.1 million to $429.2 million for the quarter ended
September 30, 2004, from $405.1 million for 2003. The increase in the average
balance of interest earning assets primarily reflects increases in the average
balances of first mortgage loans, offset in part by decreases in interest
bearing cash and due from banks and securities available for sale. The increase
in the average balances of first mortgage loans were primarily derived from
originations of first mortgage loans secured by one-to-four family and
multifamily residences and commercial real estate, purchases of first mortgage
loans secured by multifamily residences and commercial real estate, which
originations and purchases were offset in part by payments and prepayments and
sales of loans during the twelve months ended September 30, 2004. This reflects
the Company's continued emphasis on real estate lending. The decrease in the
average balance of securities available for sale were derived from payments and
calls of securities, offset in part by purchases during the twelve months ended
September 30, 2004. See "Financial Condition."
Interest income decreased by $791,000 to $18,519,000 for the nine months ended
September 30, 2004 compared to $19,310,000 for the nine months ended September
30, 2003. The decrease in interest income was primarily due to a decrease in the
average yield on interest earning assets, offset in part by an increase in the
10
RESULTS OF OPERATIONS (Continued)
average balance of interest earning assets. The average yield on interest
earning assets decreased to 5.90% for the nine months ended September 30, 2004
from 6.42% for the nine months ended September 30, 2003, primarily due to the
continuing low interest rate environment. The average balance of interest
earning assets increased $17.3 million to $418.5 million for the nine months
ended September 30, 2004, from $401.2 million for 2003. The increase in the
average balance of interest earning assets primarily reflects increases in the
average balances of first mortgage loans, offset in part by decreases in
interest bearing cash and due from banks and securities available for sale. The
increase in the average balances of first mortgage loans were primarily derived
from originations of first mortgage loans secured by one-to-four family and
multifamily residences and commercial real estate, purchases of first mortgage
loans secured by multifamily residences and commercial real estate, which
originations and purchases were offset in part by payments and prepayments and
sales of loans during the twelve months ended September 30, 2004. This reflects
the Company's continued emphasis on real estate lending. The decrease in the
average balance of securities available for sale were derived from payments and
calls of securities, offset in part by purchases during the twelve months ended
September 30, 2004. See "Financial Condition."
Interest Expense. Interest expense decreased by $197,000 to $2,859,000 for the
quarter ended September 30, 2004 compared to $3,056,000 for the quarter ended
September 30, 2003. The decrease in interest expense was primarily due to a
decrease in the average cost of funds, offset in part by an increase in the
average balances of interest bearing liabilities. The average cost of funds
decreased to 2.88% for the quarter ended September 30, 2004 from 3.24% for the
quarter ended September 30, 2003, primarily due to the continuing low interest
rate environment. The decrease in interest expense was partially offset by a
$20.0 million increase in the average balance of interest-bearing liabilities to
$394.2 million for the quarter ended September 30, 2004, from $374.2 million for
the same period in 2003. The increase in the average balance of interest-bearing
liabilities primarily reflects an increase in the average balances of NOW, money
market, savings accounts, certificates of deposits, and borrowed funds. The
increase in average interest bearing deposits was primarily due to the branches
in Clive and Ankeny, Iowa, which were opened in 2004 and 2003, respectively, and
the Company's marketing efforts. The increase in interest bearing liabilities
was primarily used to fund loans.
Interest expense decreased by $893,000 to $8,479,000 for the nine months ended
September 30, 2004 compared to $9,372,000 for the nine months ended September
30, 2003. The decrease in interest expense was primarily due to a decrease in
the average cost of funds, offset in part by an increase in the average balances
of interest bearing liabilities. The average cost of funds decreased to 2.94%
for the nine months ended September 30, 2004 from 3.37% for the nine months
ended September 30, 2003, primarily due to the continuing low interest rate
environment. The decrease in interest expense was partially offset by a $13.6
million increase in the average balance of interest-bearing liabilities to
$384.8 million for the nine months ended September 30, 2004, from $371.2 million
for the same period in 2003. The increase in the average balance of
interest-bearing liabilities primarily reflects an increase in the average
balance of NOW, money market and savings accounts and borrowed funds. The
increase in average interest bearing deposits was primarily due to the branches
in Clive and Ankeny, Iowa, which were opened in 2004 and 2003, respectively, and
the Company's marketing efforts. The increase in interest bearing liabilities
was primarily used to fund loans.
11
RESULTS OF OPERATIONS (Continued)
The following table sets forth certain information relating to the Company's
average balance sheets and reflects the average yield on assets and average cost
of liabilities for the three and nine month periods ended September 30, 2004 and
2003, respectively.
For the Three Months Ended September 30,
----------------------------------------------------------------------------------
2004 2003
----------------------------------------------------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 397,102 $ 5,999 6.04% $ 363,015 $ 6,038 6.64%
Securities available-for-sale 24,803 232 3.74 29,572 269 3.64
Interest bearing cash 7,265 24 1.31 12,493 36 1.13
--------- -------- ------ --------- -------- ------
Total interest-earning assets 429,170 6,255 5.82% 405,080 6,343 6.25%
Noninterest-earning assets 22,493 -------- ------ 23,636 -------- ------
--------- ---------
Total assets $ 451,663 $ 428,716
========= =========
Liabilities and Equity:
Interest-bearing liabilities:
NOW and money market savings $ 81,567 $ 149 0.73% $ 67,561 $ 83 0.48%
Passbook savings 29,495 23 0.31 28,303 31 0.44
Certificates of deposit 184,536 1,569 3.38 180,668 1,800 3.95
Borrowed funds 98,602 1,118 4.51 97,620 1,142 4.64
--------- -------- ------ --------- -------- ------
Total interest-bearing liabilities 394,200 $ 2,859 2.88% 374,152 $ 3,056 3.24%
-------- ------ -------- ------
Noninterest-bearing liabilities 15,922 14,261
--------- ---------
Total liabilities 410,122 388,413
Equity 41,541 40,303
--------- ---------
Total liabilities and equity $ 451,663 $ 428,716
========= =========
Net interest income $ 3,396 $ 3,287
======= =======
Net interest rate spread 2.94% 3.01%
==== ====
Net interest margin 3.16% 3.25%
==== ====
Ratio of average interest-earning assets
to average interest-bearing liabilities 108.87% 108.26%
====== ======
For the Nine Months Ended September 30,
-----------------------------------------------------------------------------------
2004 2003
-----------------------------------------------------------------------------------
Average Average Average Average
Balance Interest Yield/Cost Balance Interest Yield/Cost
------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans $ 384,678 $ 17,726 6.14% $ 354,680 $ 18,271 6.87%
Securities available for sale 25,922 722 3.71 30,255 926 4.08
Interest bearing cash 7,916 71 1.19 16,256 113 0.93
--------- --------- ------ --------- --------- ------
Total interest-earning assets 418,516 $ 18,519 5.90% 401,191 $ 19,310 6.42%
Noninterest-earning assets 23,038 --------- ----- 22,515 --------- ------
--------- ---------
Total assets $ 441,554 $ 423,706
========= =========
Liabilities and Equity:
Interest-bearing liabilities:
NOW and money market savings $ 76,058 $ 352 0.62% $ 65,834 $ 303 0.61%
Passbook savings 29,342 68 0.31 27,523 120 0.58
Certificates of deposit 181,773 4,765 3.50 181,404 5,580 4.11
Borrowed funds 97,636 3,294 4.51 96,487 3,369 4.67
--------- --------- ------ --------- --------- ------
Total interest-bearing liabilities 384,809 $ 8,479 2.94% 371,248 $ 9,372 3.37%
--------- ------ --------- ------
Noninterest-bearing liabilities 15,133 13,008
--------- ---------
Total liabilities 399,942 384,256
Equity 41,612 39,450
--------- ---------
Total liabilities and equity $ 441,554 $ 423,706
========= =========
Net interest income $ 10,040 $ 9,938
========= ========
Net interest rate spread 2.96% 3.05%
====== ======
Net interest margin 3.20% 3.30%
====== ======
Ratio of average interest-earning assets
to average interest-bearing liabilities 108.76% 108.06%
====== ======
12
RESULTS OF OPERATIONS (Continued)
Provision for Loan Losses. The Company's provision for loan losses was $75,000
for the quarters ended both September 30, 2004 and 2003. The Company's provision
for loan losses was $185,000 and $195,000 for the nine months ended September
30, 2004 and 2003, respectively. The Company establishes provisions for loan
losses, which are charged to operations, in order to maintain the allowance for
loan losses at a level which is deemed to be appropriate based upon an
assessment of prior loss experience, industry standards, past due loans,
economic conditions, the volume and type of loans in the Company's portfolio,
which includes a significant amount of multifamily and commercial real estate
loans, substantially all of which are purchased and are secured by properties
located out of state, and other factors related to the collectibility of the
Company's loan portfolio. The Company's total loan portfolio increased $34.7
million, or 9.4%, from September 30, 2004 as compared to September 30, 2003.
This increase primarily consisted of increases in the one-to-four family,
commercial and multifamily real estate loans. The Company's out of state loans
increased $10.2 million, or 7.1%, from September 30, 2004, as compared to
September 30, 2003. The properties securing the loans purchased are primarily
out of state and constitute a higher rate of risk than originated loans due to
the size, locations and type of collateral securing such loans. The economic
conditions in the Bank's primary market areas are currently stable to improving.
The net charge-offs were $119,000 for the nine months ended September 30, 2004
as compared to $143,000 for the nine months ended September 30, 2003. The
resulting allowance for loan loss was $3.2 million and $3.2 million at September
30, 2004 and September 30, 2003, respectively.
The allowance for loan losses as a percentage of total loans receivable
decreased to 0.80% at September 30, 2004 from 0.86% at September 30, 2003. The
level of loans 30 to 89 days past due as of September 30, 2004 and 2003 was
$3,990,000 and $3,152,000, respectively. The level of nonperforming loans was
$972,000 at September 30, 2004 and $456,000 at September 30, 2003.
Management believes that the allowance for loan losses is adequate as of
September 30, 2004. While management estimates loan losses using the best
available information, such as independent appraisals for significant collateral
properties, no assurance can be made that future adjustments to the allowance
will not be necessary based on changes in economic and real estate market
conditions, further information obtained regarding problem loans, identification
of additional problem loans, and other factors, both within and outside of
management's control.
Noninterest Income. Total noninterest income decreased by $258,000, or 14.6%, to
$1,505,000 for the quarter ended September 30, 2004 from $1,763,000 for the
quarter ended September 30, 2003. The decrease is due to decreases in mortgage
banking income (gain on the sale of loans) and abstract fees offset in part by
increases in fees and service charges and other income. Mortgage banking income
decreased $243,000 due primarily to a decrease in originations of loans held for
sale. Abstract fees decreased $155,000 due to decreased sales volume as a result
of a general decrease in real estate activity, such as loan originations and
refinances. Fees and service charges increased $117,000 due to an increase in
fees associated with checking accounts, including overdraft fees and increases
in loan servicing income. Other income, which primarily includes annuity and
mutual fund sales, rent income, insurance sales and income associated with
foreclosed real estate, increased $23,000 due to an increase in income from
annuity sales, offset in part by decreases in income associated with foreclosed
real estate.
Total noninterest income decreased by $286,000, or 5.9%, to $4,569,000 for the
nine months ended September 30, 2004 from $4,855,000 for the nine months ended
September 30, 2003. The decrease is due to decreases in mortgage banking income
(gain on sale of loans) and abstract fees, offset in part by increases in fees
and service charges and other income. Mortgage banking income decreased $565,000
due primarily to a decrease in originations of loans held for sale. Abstract
fees decreased $319,000 due to decreased sales volume as a result of a general
decrease in real estate activity, such as loan originations and refinances. Fees
and service charges increased $457,000 due to an increase in fees associated
with checking accounts, including overdraft fees and increases in loan servicing
income. Other income, which primarily includes annuity and mutual fund sales,
rent income, insurance sales and income associated with foreclosed real estate,
increased $141,000 due to increases in annuity sales, increased rental income
associated with the opening of a second multifamily apartment building in March,
2003, and an increase in income associated with foreclosed real estate.
13
RESULTS OF OPERATIONS (Continued)
Noninterest Expense. Total noninterest expense increased by $35,000, or 1.3%, to
$2,795,000 for the quarter ended September 30, 2004 from $2,760,000 for the
quarter ended September 30, 2003. The increase is primarily due to an increase
in premises and equipment and compensation and employee benefits, offset in part
by a decrease in data processing expenses. Premises and equipment increased
$28,000 primarily due to an increase in the costs associated with the opening of
the Clive and Ankeny offices and normal cost increases. Compensation and
benefits increased $16,000 due to an increase in personnel at the Clive office,
increases in the Company's contribution to the retirement plan and normal salary
increases, offset in part by a decrease in the costs associated with the
Company's employee stock ownership plan. Data processing decreased $6,000
primarily due to contractually lower data processing costs and reduced
consulting costs. The Company's efficiency ratio for the quarter ended September
30, 2004 and 2003 was 57.03% and 54.65%, respectively. The Company's ratio of
noninterest expense to average assets for the quarters ended September 30, 2004
and 2003 were 2.48% and 2.58%, respectively.
Total noninterest expense increased by $439,000, or 5.5%, to $8,411,000 for the
nine months ended September 30, 2004 from $7,972,000 for the nine months ended
September 30, 2003. The increase is primarily due to an increase in compensation
and employee benefits, premises and equipment and other expenses, offset by a
decrease is data processing expenses. Compensation and benefits increased
$245,000 due to an increase in personnel at the opening of the Clive office,
increases in the Company's contribution to the retirement plan and normal salary
increases, offset in part by a decrease in the costs associated with the
Company's employee stock ownership plan. Premises and equipment increased
$122,000 primarily due to an increase in the costs associated with the Clive and
Ankeny offices and normal cost increases. Other expenses increased $89,000
primarily due to increases in costs associated with checking accounts, including
write-offs of overdrafts, increases in personnel related costs, increases in
apartment operating costs associated primarily from the opening of a second
multifamily apartment building in March, 2003, and increases in professional
fees, offset in part by decreases in costs associated with the abstract company
("First Iowa Title Services, Inc."). Data processing decreased $17,000 primarily
due to contractually lower data processing costs and reduced consulting costs.
The Company's efficiency ratio for the nine months ended September 30, 2004 and
2003 was 57.58% and 53.89%, respectively. The Company's ratio of noninterest
expense to average assets for the nine months ended September 30, 2004 and 2003
were 2.54% and 2.51%, respectively.
Income Taxes. Income taxes decreased by $81,000 to $640,000 for the quarter
ended September 30, 2004 as compared to $721,000 for the quarter ended September
30, 2003. The decrease was principally due to a decrease in pre-tax earnings
during the 2004 period as compared to the 2003 period and an increase in
recurring federal income tax credits from Northridge Apartment Limited
Partnership II.
Income taxes decreased by $179,000 to $1,923,000 for the nine months ended
September 30, 2004 as compared to $2,102,000 for the nine months ended September
30, 2003. The decrease was principally due to a decrease in pre-tax earnings
during the 2004 period as compared to the 2003 period, an increase in recurring
federal income tax credits from Northridge Apartment Limited Partnership II,
offset in part by a one time state tax credit from Northridge Apartment Limited
Partnership II, which decreased income tax expense by approximately $110,000 in
2003.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
CRITICAL ACCOUNTING POLICIES
The "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and disclosures included within this report, are based on the
Company's audited consolidated financial statements. These statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The financial information contained in these
statements is, for the most part, based on approximate measures of the financial
effects of transactions and events that have already occurred.
14
RESULTS OF OPERATIONS (Continued)
However, the preparation of these statements requires management to make certain
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses.
The Company's significant accounting policies are described in the "Notes to
Consolidated Financial Statements". Based on its consideration of accounting
policies that involve the most complex and subjective estimates and judgments,
management has identified its most critical accounting policy to be that related
to the allowance for loan losses, and asset impairment judgments, including the
recoverability of goodwill.
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management believes that collectibility of the principal is unlikely. The
Company has policies and procedures for evaluating the overall credit quality of
its loan portfolio including timely identification of potential problem credits.
On a quarterly basis, management reviews the appropriate level for the allowance
for loan losses incorporating a variety of risk considerations, both
quantitative and qualitative. Quantitative factors include the Company's
historical loss experience, delinquency and charge-off trends, collateral
values, known information about individual loans and other factors. Qualitative
factors include the general economic environment in the Company's market area
and the expected trend of those economic conditions. To the extent actual
results differ from forecasts and management's judgment, the allowance for loan
losses may be greater or less than future charge-offs.
Goodwill represents the excess of the acquisition cost over the fair value of
the net assets acquired in a purchase acquisition. Goodwill is tested for
impairment at least annually.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In management's opinion, there has not been a material change in market risk
since December 31, 2003.
ITEM 4.
CONTROLS AND PROCEDURES
Management, including the Company's President and Chief Executive Officer and
Chief Financial Officer and Treasurer, has evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by this report.
Based upon that evaluation, the President and Chief Executive Officer and Chief
Financial Officer and Treasurer concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.
There have been no changes in the Company's internal control over financial
reporting identified in connection with the evaluation that occurred during the
Company's last fiscal quarter that has materially affected, or that is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information with respect to purchases made
by or on behalf of the Company or any "affiliated purchases" (as defined in rule
10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company's common
stock during the three months ended September 30, 2004.
Total Number of Maximum Number of
Shares Purchased as Shares that May Yet
Total Number of Average Price Paid Part of Publicly Be Purchased Under
Period Shares Purchased Per Share Announced Plans The Plan
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
July 1, 2004 to
July 31, 2004 -- -- -- 76,000
August 1, 2004 to
August 31, 2004 21,050 $37.06 21,050 54,950
September 1, 2004 to
September 30, 2004 15,400 $38.10 15,400 39,550
------ ------
Total 36,450 36,450
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
Exhibits
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certifications
Exhibit 32.1 Section 1350 Certifications
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORTH CENTRAL BANCSHARES, INC.
DATE: November 12, 2004 BY: /s/ David M. Bradley
--------------------
David M. Bradley, Chairman, President and
Chief Executive Officer
DATE: November 12, 2004 BY: /s/ David W. Edge
-----------------
David W. Edge, Chief Financial Officer and
Treasurer
17