Pathward Financial
Annual Report 1995

Plain-text annual report

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FINANCIALHIGHLIGHTS At September 30 ...................... 1991 1992 1993 1994 1995 (Dollars in Thousands except Per Share Data) Total Assets .......... . . . . .... . . . $188,946 $171,030 $160,827 $274,115 Total Loans . . . . . . . . . 68,237 \ 74,561 v 80,224 u 155,497 v 178,552 $264,213 / Total Deposits ............................ 163,688 147,289 122,813 176,167 Stockholders’ equity . . . . . 13,950 14,970 33>438 34,683 171,793 38,013 Book value per common share N/A NIA $ 16,82/ $ 18.69 I $ 21.19 w Total equity to assets . . . . . 7.38% 8,75% 20,79% 12.65% 14,39yo For the Fiscal Year .................... 1991 1992 1993 1994 1995 Dollars in Thousands except Per Share Data) Net interest income .................... $3,960 $4,609 Net income ................................ Netincome pershare .. . . . ....... 594 N/A ( Netyield oninterest-eaming assets 2.01% Retumon average assets . . .29% Retumon average equity . . ..... 4.41% 1,020 N/A 2.63% .5770 7.08% $5,077 1,352 $o,66(’~ 3.21~o .84% 7.10% $7,870 2,729 $ 1.37 3.94% 1.29% 7.89% $9,405 3,544 $1.99 3.63% l.al~o 9.86% {1) Net income Per ~har. k based on the assumption that the entire year. 30, 1993, were outstanding Sepkmber the wekhted auera~e shares outstanding at 13 $176,1 $3,544 $163,6 08 $147.2E $1ea,9 146 $171,0 $1,352 I AU&res kdicate doUar amou.t.s k thoman~ Total Assets Total Deposits Net Income Net InterestIncome $9.405 [1] CHAIRMAN’S LETTER To Our Stockholders: First }liriwest Financial. III(. achieved ex(;ellerll results in fisfal 1995 with net income of $375+ +.000., or $1,99 pcr share. W~el]lan to do even better in the tears ahead. 0114 ugust 22.199<5 Jve anno(lncrd the antic ilJat ed accluisilion of Iowa BaIlcorl), Inc.., 13arent (:onlflanl of [owa Savings Bank a federal savings bank. in Dt:s Nfoines, ]owa, I Tndt:r the (Infinitive agreelnent execul ed with Iowa Barlcorl). IIIC:,, First Nli dm-est Finatlcial. Jrl(:. \vill acql~ire al I o[ltstan{ling shares. inc”ludir]g shares ~uhle(;t to oI~tion. of Io\va Bancorp. Inc. for $8 ~nillion. Sul~je(-t to a[)l)ro~ al of the shar~;holder-s of lo\\a Bancorp. lrl(’. and the office of’ Thrift SuI~(~r\ision, we ant it:iIjat e that the iransa(;tiorr ~~ilI he corn[)lei ed 1)~ the end of the year. lrtwa Savings Bank is onc of the best (aI}ita[ized [inan(ial illstil Iltior]s in the state of [ow:l with a tangil)le arid (’ore (a[)ital ratio in f’.x(’ess 0[ 21 ‘Yoas of Sc’i]terrlher ~lo, 1995. The lr](:rgcr of Iow-a Savirtgs Bank into Firsl Federal Savings BaIIk of the Nlicl\\~,st m-ill Ijroyid(’ the o~)])ort Illlit v to PX1}:U1({ollr retail l~allking netw-ork inlo Iles N’[oint’s. givi]lg Lls a I)rt’sence in the larg(’st market in Ioty a. Jeann(; I’artlom-. l’residrr]t and ChiL’f Exec[lli~e officer of IoI\a Ban(orl). 111(I.\vill k~ra~)~)ointed to t11(: Board of l)ire(tor~ of First kfidw-est Finall(:ial. In(.. n[)on (.orn[)letion of the Inelger, N’Irs. PaIllOm- mill also remain as [)r[~,sident of Ioyra .Sa\-ing7.sBal 1k. Tvhich \till o~)erat(: ati a di}”ision of First ~“c(h’ral, TIIe stock rt:l)urchase f)rogr-arrl annonn(>r([ SeIjtenl])(r 20, 1 ‘)9+ ~~-as(oln~)letc’d on February 27. 1995. Dl[rillg that ~)eriod. 9+.228 bharcs. or a~~proxilnatel]- .5[% of the shart’s outstaudills at that tirrle. were r(>~)llr(’based at [~rt~vailill: nlarket I)rices. ,fnotlltr stock repl~r{;h:~,se l)rt)gran] was a]lnoun(;ed oll Se[)tern~jer 25. 199<7 with I)l:inh 10 re[)llrchase af)~)roxiIt all ely 50/0 of the then o[lt standin~ 1 ,798.22,5 shares in the open nlarket h}- Septelnher ~30. 1996. /1 major ellll:ltl~>t~r]lt,rlito the Bank-s (Iata f)rocessing sl-stcrll w as ac(,oll~l)lisht>d tllifi [}ast year. resulting in irll~)roved I)ro(lu(’tiv-itv and i]llerr]al ol~(:ratil)g effi(.ierl(’ies. l]) af{dilion, ext(:llsi~ e renlodelillg and re(le(orating was re(;ently (Iorll[]leted in First Federal-s Nlairl Bank office in Stornl lake, These irnl)ro~ ernents ha}e (’rested a lnore customer-friendly retail banking environment and are of credit risk in the Bank’s loan portfolio and other benefiting our staff in their effotis to serve customers investments, was 20.420/o, which is more than two and more efficiently. Other First Federd bank offices are one half times that required by federal regulation. scheduled for redecorating in 1996. On November 27, 1995 First Midwest Financial, Inc. Expectationsfor FutureSucc=s announced that the corporation will increase its First Midwest Financial, Inc. continues to seek out quarterly cash dividend from 7 1/2 cents per share to additional acquisitions of savings banks, commercial 11 cents per share for the first fiscal quarter of 1996. banks, and other related-service companies in our The dividend, which represents an increase of 47°k, geographic areas. We will evaluate them careftily and will be payable on January 2, 1996 to stockholders of pursue my that represent opportunities to help achieve record on December 15, 1995. We are pleased to pay our goal of profitable long term growth. this additional cash dividend to the stockholders of First Federal management is implementing a variety First Midwest Financial, Inc. of strategies for improving growth in our retail banking operations. These include defining expectations and Operating Highlights: increasing accountability for sales and service efforts by Net income for fiscal 1995 exceeded $3.5 million. all bank employees, activating more aggressive Earnings were enhanced by a 20% increase in net marketing to prospective customers, and directing interest income. This was due to a significant increase better focused cross selling efforts to current customers, in the Bank’s loan portfolio and the benefits of a full Our satisfaction with the Company’s fiscal 1995 year of operations from First Federal’s Brookings results is exceeded only by our expectations for future Division. Operating results were further enhanced by a success ! Driven by the desire to “work smarter”, we are gain on the sale of securities resulting from actively defining how that philosophy can be put into restructuring of the bank’s mortgage-backed securities practice every day, by every employee in each portfolio. department, each office and each division of this Deposits totaled $171.8 million, with assets of Company. We are confident that your investment in $264.2 million at the close of fiscal 1995. Lending First Midwest Financial, Inc. will be rewarded with activity increased during fiscal 1995 with originations increased stockholder value as a restit of our continued of $65.3 million. As of September 30, 1995 the loan efforts to achieve profitable long term growth. portfolio balance totaled $178.6 million, which was a 15y0 increase from the previous year. Stockholders’ equity at the end of fiscal 1995 totaled $38.0 million, compared to $34.7 million at the end of the previous year, which was an increase of over 9%. This increase is a result of the Company’s strong “m earnings during the fiscal year, and reflects the effect of James S. Haahr ‘“” the stock repurchase programs during that same CWIWW OF T= Bo.4RD, pmsmEm & CEO period. December 13.1995 First Federal’s tangible and core capital as a percentage of total assets increased to 12.377. at the end of fiscal 1995 which exceeds the regulatory requirements by 10. 87°A and 9 .37°/0, respectively. Risk-based capital, which is an indication of the level [3] [4] -~m ~mcoNRNus ITS L-TERM colw~ To HOME -w. lHls~ ~FoRluEw PURCHASE, REFINANCING, AND HOME IMPROVEMENTS. The management md staff of First Federal have renewed our mmmitment to achieving profitable growth in nur retail bank network. Capital improvements made during 1995 have provided valuable support to our efforts in achieving &at goal. The up-grade to the Bank’s data processing system and the remodeling of the Main Bank Office have resulted in numerous opportunities for staff to improve their efficiency and productivity. Improved productivity means more time for sales and service as we work together to aggressively market bank products to current and prospective customers. First Federal offers all types of loans, with home lending as the cornerstone of our loan portfolio. The Bank’s commitment to home financing includes loans for A VARl~ OF LOAN new construction, purchases, refinancing, and home improvements. The Key Plan ~, m SOTHFIXEDAND ADJumAsLE RATE OPnoNs, ENAsLE US TO SERVE THE UNIQUE NEEDS OF INDMDUAL ~. Thane and Jenn~er Brown work to complete a new home for their famdy on mite Cap Road in Storm Lake, with the he~ of a contraction loanfiom First Federal. for Homeowners, which was introduced last year, has become the most popular choice for mortgage loans at First Federal. This product packages core bank products, including checking, savings, and escrow accounts, with a reduced rate mortgage loan. Key Plan customers save money on mortgage loan interest e~ense and the Bank benefits from multiple-account relationships with those customers. In an effort to help make home ownership affordable for more people, First Federd continues to participate in a variety of special assistance programs, including the Affordable Housing Program through the Federal Home Bank of Des Moines, the Iowa Housing Assistance Program through tie Iowa Finance Authority, and the Iowa League of Savings Institutions’ Affordable Housing Program. First Federal is proud to be a portfolio lender, dike the current trend in banking, which is to package and sell loans. As a portfolio lender, mortgage loans originated at First Federal are serviced by First Federal. This gives the Bank more flexibility in structuring rates and terms to the unique needs of individual borrowers. Customers also benefit from local service in handling their payments and by getting prompt responses to any questions on their loan and escrow accounts. . ___ ECONOMIC HIGHLIGHTS: Storm bke, Iowa Average Land Value for prime farm land in a 12 county area of Northwest Iowa: $1,972 per acre (November 1B95) Building Permks: Residential $1,978,337 Commercial @.326r763 (YTD 1995 thru 10/31 ) Taxable Retail Sales: $105,937,705 (19B4) Unemployment Rate for Buena Vista Coun~ 2.4 % (September 1995) [6] (:oIlsunier lcndiug., including borne c(~ui~- loans. contiuues to ht: an important segment of First Federal’s total loan program, In order to help inrrease {;()~lsumer loan prorluclioll. ~rc havf} established a nlltnher of dralt;r Ioatl accounts,. Tilese relationships enable First Federal to be a source of financing thruu:h dealers for (-onsunler ~)urchases such as autoh., appliances, and furnitl~rf,. In addition; a pre - a])proved consumer loan calupaigll targ(’ting seleclr=d First Fe(lera I customers is in ~~rogress. The Ifgr’i{”u Itural aud (;ommer’(:ial Loan Dt’partrnc~lt at First Federal provides financing and service for start-up alld exi~ling t)perations of any size. Nlany of Ihe Bank’s new agricultural and conullercial loan custoulers zareheiug rcf’crrt;d 1u (]s hy our (urreut rustomers, which is au enclor~e[nen( of our commitrnf’nt to clualit~ servi{’e, First F(’(leral offf’rs che(;king ac-(-ounts dcsigne(i to satisfy different tJ-pes of (’ llst olller needs. ii full range of FDI(U - insured savings at”couuts an(l certificates of deposit are offere(l to savers. The Savil 1:s Plus .Ac(;olnlt was irltroflllced last spring as an attractive (.hoi(:c for depositors with short tt’rm Sak’iugs needs. SaYirl$s Plus offers the (ollvenif’n{;(’ of slaiemen~ fiavings “’plus’” a higher T-ield. The Trl]st and Rt;tirenlent Department at First Federal trustees IR,I, KE(), and SEPP plans. These tax-deferred ret ircmerrt plans offer cuht omr=rs a full range of (~ualificd investment choices. In addition. they offer trust services suc:h as the professional administration and management of assets. including estates and agency ac(;ounts. First Services Financial Limited Investment Services Division The Invc’stment Se1x7ic.esDivision of First Federal-’s suhsidia~-3 First Servi(:es Financial 1,imit ed, has offices located at 118 East Fifth Street in Storm Lake and in the Bank-s Nfansou office. Registered Representatives providr alternative invf:stment produrts, including i ax-deferred annuities (fixed and variable). mutual funds, life insurance., and discount brokerage servi(;es. (These products are not FDl(l-i nsu red nor gllar-:irltee d l)y First Federal or any affiliates.) [7] [5] Brookings Federal Bank, a Division of First Federal Sauings Bank of the Midwest, 600 Main Avenue, Brookings, South Dakota. BROOKINGS DIVISION ECOWMIC HIGHIJG- Brookinga, Bouth Dakota AvsraP Land Valua in Ea~ Central %uth Dakota: $475 par acre (February 1995) Building Permk Residential $2,790,050 Commercial $B*,1OO (YTD 1995 thm B/30) Taxeble Retail Bales: $190,163,113(1994) Unemployment Rstw The Brookings Division has made a significant contribution to the Bank’s net earnings since they were acquired in March 1994. Fiscal 1995 was the first fu~ year of Brookings Federal operating as a Division of First Federal, and the benefits of that are reflected in the Bank’s increase in net income. Brookings Federal continues to be one of the dominant home mortgage lenders in their market area. The Kev Plan for Homeowners was introduced in the Brookings market this past year and has been well received by new mortgage loan customers. In order to help make home ownership affordable for first-time and low-income home buyers, the Brookings Division participates in the South Dakota Housing Authority’s Assistance Program. Consumer lending through the Brookings Division continues to increase. Brookings Federal is also involved with dealer loan accounts and the pre- .8Y. (5aptambar 1995] approved loan campaign, Brookings Federal increased their commitment to agricultural lending this past year with the addition of Steve Almos as .4ssistant Vice President - Agricultural Loans. A long-time resident of the Brookings area, he brings over 16 years of agricultural banking experience to Brookings Federal, .4s a result, the Bank’s base of agricultmal customers has increased significantly and continues to grow. Commercial lending has also increased. Brookings Federal continues to seek qualiv commercial loans for any size business. Brookings Federal offers a full line of deposit products including checking accounts, savings accounts, and certificates of deposit. The Savings Plus account was also introduced in the Brookings market this past year. F;arlier this year, Brookings Federal developed Preferred Banking Benefits, a special package of banking services featuring a pre-approved line of credit loan, tied to direct deposit of payroll. The program was introduced to employees of Larson Manufacturing Company in Brookings. South Dakota, as a part of their benefit package. Larson Manufacturing Company rnanufacturt’s and distributes a line of energy-efficient storm doors and employs over 600 people at their [9] Brookings Federal is plea,sed to hare [>rorided a con,ftr((ctior( loan us u’el[ as perlnarlerttjinartcirlg for Ben and Sht>lley Crrtrs ’ f~orne in Brook;ngs. South Dakota State University, Brookings, South Dakota, 1995 Fall term rnro[lment and on- camp us is 9, ~~~, an incrra,~efrom of- 9,140 last }/ear. llot~ l~izk~man, OamFr o/ Brookin,gs EJ7gru1‘ir/g Inc. ajtd Botr’s .~port .~hop, located in doa,lltol!,ll Brookings. Brook-ings Fed~ral proliciesfiltartc irtgfo: this 1]lt,~iness, u,h ich !auttl(fctctltres ~ttgrat,ed p[rrle; that at-e distrihil ted throllgh out 2.7 Strrles. Brookings location. Preferred Banking Benefits is pro~ing to be successful in attracting neiv bank customers w,ith checking accounls and consumer loans. as m~ellas other bank products. Brookings Service Corporation AS an enhancement to traditional banking services, PrimeVest In~estnlent Centert operating through Brookings Se~7it;e (~orporation (a subsidiaq’ of First Ser}~ices Financial Limited), offers full ser~ice brokerage with a wide range of aliernati~~e in}restment products, (These products are not FDIC1-insllred nor guaranteed by First Federal or any affiliates. ) Brookings Federal Advisory Board The Brookings Federal Ad\isory Board is instrumental in proliding ad~’ice and counsel to ihe Brookings Di\’ision regarding business and social issues in the Brookings market area. }len~bers of this hoard as pictured L-R 1JC’1OWinclude: J~YIF,sC. ~TIN’l’EHBok;R: Presider) t. BrooA-ings Federal ~AR1. R. R[E;: Retail ;}lan(~ger. Rt[nnittg > ~IRGII, ~. ~T.I.ERBRL(;I [: .,4s,$i Board Oa!rlt’r, Ilarson ;}{artt~fwl assets............................................................... $264,213 4,616 Cash andcash e~ivdents.,...,...,...,..,......,...,.,.,...,... 48,829 ...................................... Securities avtidle.for.sde 21,403 Mortgage-backed securities available-for-sale . . Securities held.t{J.ma~ri@ ....................................... — Mortgage-backed securitiesheld-to-maturi~. .......... Loans recei~’able,net ................................................ Excess of cost over net assets acquired, net Deposits .................................................................... Total borrowtilgs ...................................................... . Stockholrfers’ equity .. 178,552 1,690 171,793 52>248 38,013 . . . ....... ... ... ... .. .. . . 6.430 13,222 23.958 18.000 47,917 155.497 1.815 176,167 61.218 34,683 20.544, ~o 31,293 24,792 80,224 — 122,813 3,115 33.438~ / ; Year Ended September 30, 1995 / 1994 / 1993 / Selected Operations Data: Total ktel.est incoIne ................................................ S21,054 ,11649 Totdinterest exI)ense.......................................... Net iIlterestillrfllrle......................................... .................................. Prolisiou forloanlosscs . 97405 250 9,155 illcorne after prolision for loan losses income: Net interest h-orl-inierrst Loa]~ fees andsemic~ charges . . ... .. ... .. ... . ?12 Gain (loss) on sales of loans. mortgage-backed securities, Irl\”CShIICntsecurihes and othtr assets Otl]crrlorl-interest irlcoIlle,..,., .. . . . .. .. . . . . .. .. . .. .. . .. Totdrlo[l-interest irlct>Irle . . . . . . .. . . .. . . . . .. . . .. . . . Total non-irrierest expense . . . .. . . .. . . . . .. . . .. . . . . . . Income bcforp income taxes. cxtraordiuq item and t.urmdative effect of change in accounting prirlciple ..,.. ,., . . .. . .. .. . .. .. . .. . .. .. . .. .. Ir]c[Jrll(.ttlxex]Jerlse . .. .. . .. . .. .. . . . . .. . . . .. .. . .. .. . ... . .. .. . . . . . Income before t’xtraordiurrry item arul cmnrrlalive cffrct of change in accounting principle Extraordiuarv itcrns — net of taxes . . . .. . . . .. . . .. . . . (;unnrhitive rffett of change in accounting principle l,o~o .504 27286 ,5.,576 5.865 2,321 3.5-t4 — S15,153 7,283 7,870 105 ~ 765 .598 9 471 1.078 4.938 :3.905 1 +33 - 2.472 257 225 +,852 708 3~+ 1.555 3725 2.682 1 0?5 - 1.637 ( 285) — 4,377 / 29,844 20 — 5+,494 32.907 74.561, — 147.289 7,55+ ‘ 14,970 4,656 — 43.327 38,193 68,237, 163,688 9,115 13,950 1992 1991 (In Thousands) $13,791 $ 17,42+ 9,182 4,609 / 50 , 4,5.59 518 19 . 510 1.047 3,995, 1.611 ~ 591 1.020 ‘ 13,464 3,960 238. ;~7~~ 4.52 538 372 1.362 3,962 15122 518 604 (lo) Netin(.ollle . .. . .. .. . .. . .. .. . .. .. . . . . .. .. . . . .. . .. . .. . .. ...'. . . . . .. .. . . S 3.544 $ 2.729 $ 1.352 $1,020 $ 594 Year Ended September 30, 1995 .1994 1993 1992 1991 Selected Financial Ratios and Other Data: R 4TIOS: PERFORM,kNCE Retllrn on assels (ratio of net incomr to avcragr total asset s)(l’’ ... .. .. ... .. .. .. .. ... .. .. .. 1.31% lnterrst rate spread informo(ion: .\\t.rilgel lllri]lg~.rar . . .. .. .. .. .. .. ... .. .. .. .. .. ... . ... . End of year . ... .. .. .... .. ... .. .. .... .. .. .. ... .. .. .. .. .. ... .. Net !-i~ld on averagr itlttrc’st-e[lrlli]]g asse[s ...,. Ra~io of ol]t,racir~: expense to averagr total asseti Retl~rrl OT)retain~d earnings (ratio of net i]lco~]rf, to averagr e(plity) [’: Q[’,A1.[TJ’ R.lTIOS: . . . . .. . . . . . .. .. N-oll-[)erfl)rming a~sel> to totfil assfts al end of year 3.13 2.85 :\.6:3 2.06 (1.86 .~() :U1owaTlce f(>rl(,au losses to rl(lrl-[}t’l-forrllklg Ioarls ‘) ’)7 ‘)7 i.-. -- (APITtI R:[~loS: l{~tahled earlrin:s to totrrl ZS ,?.) #--- 7.08 .23 239,0+ 8.?5 8.00 1.57 1,+:3 2,01 1,96 +.+1 77 .,, 56.37 7.38 6.68 1 12.69% ~ 10~.18% 10 106.~6Y0 13 for fiscal year 79W is 7. 17% and 7.54%, respedively, excluding the cumulative efict of change in accounting principle. Management’s Discussion and Analysis General Acquisition Announced First Midwest Financial, Inc. (the “Company” ) is On August 21, 1995, the Company entered into an savings and loan holding The Company in 1993 and, on September 20, a unitary non-diversified company whose primary asset is First Federal Savings Bank of the Midwest (the “Bank”). w-as incorporated 1993, acquired all of the capital stock of the Bank in connection with the Bank’s conversion from mutual to stock form of ownership. Company prior to September 20, 1993, except where otherwise indicated, subsidiary are to the Bank and its basis. All references to the on a consolidated The Company- offers a variety of financial services the counties of in its market area. and Sac county Ida, Pocahontas Iowa, and Brookings to meet the needs of customers The Company’s market area includes Buena Vista, Calhoun, located in northwest located in east central South Dakota. The Company attracts retail deposits from the general public and together with. used those deposits, has historical} other funds, residential to originate single-family mortgage activities have expanded to include increased originations commercial origination of agricultural and purchases real estate loans and the increased loans. Recently, of multi-family the Company’s related loans. lending and The Company’s basic mission is to maintain and enhance core earnings while se~,ing its primag market area. As such, the Board of Directors has adopted a business strategy designed to (i) maintain the Company’s requirements, Compan~’s (iii) control operating expenses, (ii) maintain the quality of the tangible capital in excess of regulatog assets, (iv) nlaintain and. as possible. Company’s Compan~-’s exposure to changes in interest rates. interest rate spread and (v) manage the increase the Agreement and Plan of Merger and Reorganization (“Iowa (the “Agreement”’) with Iowa Bancorp, Iowa Bancorp’? ), and its wholly-owned subsidi~, Inc. located in Des calls far the Company shares of Iowa Bancorp in Savings Bank, a federal savings bank, Moines, Iowa. The Agreement to acquire all outstanding exchange for a cash payment subject to adjustment the Agreement. approval by Iowa Bancorp’s stockholders The transaction is subject of $8.0 million, which is in accordance with the terms of to and to aPProval bY the office of Thrift supervision, At September 30, 1995, Iowa Bancorp had total assets and stockholders’ $24.9 million and $7.0 million, equi~ of approximately- respectively. Acquisition Completed On March 28, 1994, the Company acquired (“Community”) Inc. located in Brookings, subsidiary, Brookings Federal Community Financial Systems, and its wholl;r-owned Bank, a federal savings bank. South Dakota. approximately $31.38 per share to acquire all of the 333,513 of Community’s stock). At the date of acquisition, Brookings Federal Bank had total assets of $69.4 million and deposits of The cash purchase price totaled $10.5 million (purchase price of issued and outstanding common shares $57.2 million. The two offices of Brookings Federal now operate as the Brookings Federal Bank Division of First Federal Savings Bank of the Midwest. The acquisition was accounted for as a purchase and, accordingly, Statement of Operations results of Brookings Federal beginning Ylarch 28. 1994, The excess of cost over assets acquired, includes the operating the accompanying Consolidated The follo(Ling table sets forth the a,eighted aterage eflectiue interest rate on interest-enrning assets and interest- bearir[g ~iabilities ot the end of ear-h qf th~ .Iears ~~resented. At September 30, 1995 1994 1993 7.99% 6.8,5 ?.66 +.66 7.+6 2,28 2,30 +.87 5.10 +7~ 4.50 8.18% 8.(>6 5.90 2.81 7 ‘>j , .-c ~,:~~ 2,56 5.04 6.59 6.8:3 +.37 2.880/0 3.00 2.<55 5.80 6.14 ,;,7> .>.g~ $1.8 million, totaling approximately amortized over a fifteen year period, which totaled $1257000 1994, Consolidated Financial Statements). for fiscal years 1995 and and2 to the respectively (see h’otesl and$63,000 is being The following discussion of the Company’s financial condition and results of consolidated should be read in conju~ction with the operations Selected Consolidated and Consolidated Financial Statement and the related notes included elsewhere herein. Information Financial Financial Condition The Company’s total assets at September 30, 1995 were $264.2 million (which consisted primarily of the assets of the Bank), a decrease of $9.9 million, or 3.6Y0, from S274.1 million at September 30, 1994. The decrease in assets is primarily due to the sale of mortgage-backed was partially offset by increased origination and purchase securities during the period, and of loans. During the ‘quarter ended June 30, 1995, all securities previously including mortgage-backed reclassified to the available-for-sale reclassification was performed designated as h~ld-to-maturity, securities, were category. after consideration The of interest J , risk to the market value of this provided opinion that the It was management’s of a pending regulatory policy management clarification regarding the measurement sensitivity of adjustable-rate mortgage-backed securities. pending regulatory policy clarification sufficient potential type of security to warrant reclassification securities held by the Company sale designation. ments of SFAS 115 (see Notes 4 and 5 to the Consolidated Financial Statements), all other securities previously designated as held-to-maturi~ were also reclassified to available-for-sale. the quarter ended June 30, 1995, adjustable-rate mortgage-backed In accordance with the require- of the to the available-for- During the reclassified securities were sold. The Company’s portfolio of securities held-to- excluding ~ securities, increased $17.6 million, maturity and securities available-for-sale, mortgage-backed or 56.4’%., to $48.8 million at September 30, 1995 from S31.2 million at September 30, 1994. The increase was due to the acquisition of securities, primarily issued by agencies of the federal government with relatively short terms to maturit~’, an amount period. that exceeded maturities during the in The balance in mortgage-backed securities, by including those designated as held-to-maturity and Rate/Volume Analysis The following schedule presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the increase related to higher oatstandirtg balances and that due to the le[els and [,olatili& of interest rates. For each catego~ of interest- earning assets and interest-bearing liabilities, information is proeided on changes attributable to (~ changes in L,olurne (i.e.. c;tlanges Forpllr[)oses itt colume mult@lied of this table, changes by old rate) and (i~ changes in rate (i.e., changes in rate mult+lied by old rolume). attributable to both rate and (oLame, u>hich cannot be segregated have been allocated proportion ate(~ to the change due to {~olurrle and the changp due to rate. Yaar Ended September 30, 1994 vs. 1995 1993 vs. 1994 Tl]rreas? Inrrea.e [Drcr?as?) (Derrease) Total Incrrasc Dl,c. t,, \ ,,11,,11,. Due to Rate (Decrease) T1lcrease Irlcreas? (DPcrrasr) D\,? t“ V,lllllne (Decrease) DI,C t<, Rate Total Irlcrcase (Decrease) INTEREST-EARNING Loans rccci~-able Nlortgage-hacked Srcuritics other (F13LB Stock) securities .\SSETS: $4.180 $ (156) 609 26 106 130 1,007 A $ Total interest-earning assets S 4,921 980 $5.901 (I)ollr,r,r ir, Thol,,fands) $3,058 S 3+6 1,190 (489) (533) (47) $3.40+ 657 (536) s +.024 739 1.033 105 IXTEREST-BEARINC LIABILITIES: Time (leposits DCIII:LII(l an(I S0\17 {ieposits Savings deposit~ F] ILB acivances other Borrom’ings Total interest -1)earing liabilities 1,+1+ 6+ 6 1,.580 (60) (19) 3+0 l? 1 934 (5+) (214) (5) (62) (109) (7+) 126 (:?) 82.5 (128) s 3.00+ $1.362 S 1,238 $ (+64) $ 774 \-et effect on nri itltercst incolne $ 1,91? s (382) $1,535 $2.581 [16] to or decreased by $50.5 million, horn the sale ‘of approtiately %vailable-for-sale, 70.2°h1 from $71.9 miUion at September 30, 1994, $21.4 million at September 30, 1995. The decrease restdted p~arily $47.9 million in adjustfile-rate securities which had been match-fuded adjustable-rate Lom’Bank million decrease in mortg~-backed due to re@ar portfolio. $2.6 securities was received on &e of Des Moines. The remaining from the Federal Hom~ mortgage-backed of principal borrowings repayment with During the year, the Company’s net portfolio of increased by to $178.6 million at and loans held-for-sale loans receivable $23.2 million, or 14.9%, September 30, 1995 from $155,5 million September 30, 1,994. The increase in the loan portfolio was due,to increased origination of resi- dential and commercial mortgage loans, consumer loans and agricultural loan portfolio multi-family loans. the increased as a result of the pur~hase of residential and commercial related loans. In addition, real estate at The balance of customer deposits decreased by $4.4 millian, or 2.5%, September 30, 1994 to $171.8 million at September from $176.2 million at 30, 1995. The decrease in deposits was primdy (governmental tie restdt of &_e withdrawal customers to meet cash needs, and for reinvestment tively higher interest rates. Deposit balances -in retail customer accounts declined mitiWy period. of funds by non-ret~ and other public agencies) at competi- during the The Company’s borrowings from ~e Federal from $60.3 million at September 30, 1994 to Des Moines decreased by $9.2 Home Loan B-of million, $51.1 million at September 30, 1995. The decrease was due to the repayment from the sde of adjustable-rate mortgage-backed securities, offset by additional borrowings used to fund the increases in the loan portfolio investment of borrowings securities. resulting and Results of Operations The Company’s results of operations are primarily dependent income and the Company’s on net interest income, non-intbrest ability to manage operating expenses. Net interest income is th; difference, interest-earning interest-bearing or spread, between the average yield on assets and the average rate paid on liabdities. The’interest rate spread is Average Balances, Interest Rates and Yields The following table presents for the periods indicated the total douar amount of interest income from average interest-earning asseti and the resultanty”elds, as weti as the interest expense on avemge interest-bearing liabdities, expressed both in dollars and mtes. No tu equtualent the table as loam caqing a zero y“eld. ad]”ustrnentihave been made. AU auemge balances are guarterly auemge bai!arwes. Non-accruing loaw ha[,e been included in Year Ended September 30, ~EBEST-E@WG ASSETS: Aversge Outstanriing Batmc. 1995 Interest Emedl Ptid Yield/ Rste Aveq Oubmding Balance 1994 Intmst Emed/ Paid Average Yield/ Rate out5tan@ M.. 1993 Interest Esmed/ Psid Yield/ Ba& (Dollars in Thousands) Loans receivable[’).., .............. .... ...... $161,243 $13,768 8.54% $112,317 $ 9,744 8,68% $ 75,768 $6,340 8.37% Mortgage-backed securities .. .... ....... Securities ... ............. ......................... FHLB stock ........... .... ................... ... 51,157 42,674 3,720 3,905 3,111 270 7,63 7,29 7,26 42,914 42,130 2,262 3,166 2,078 165 7.38 4.93 7.29 29,106 51,846 1,522 2,509 2,614 123 8.62 5.04 8.15 Total interest-earning assets ,...,. $ 258,?94 ./”- 8.14% $ 199,623~’ $15,153 7,59% $158,242 ~~REST-BEABING LIAB-S: Time deposits,,..,,..,.,.,...,...,...,..,,..,.. $132,856$ 7,232 5.44% $104,283 $ 5,158 Savings deposits,...,...,...,..,,..,,..,,..,,, Demand and NOW deposits..,..,,..,.. FHLB advances,...,...,...,...,..,,.,,.,.,.. Otberborrowred money.,......,,..,...,.. Total interest-bearing 10,431 317139 56,820 1,159 277 736 3,344 60 2.66 2,36 5.88 5.18 7,933 30,861 22.579 2,043 208 737 1,041 139 / &l,586 — 7,32% _ $5,032 5,17% +,95 7. S 97,344 7,331 2.60 2,38 4,61 6,80 30,865 ‘ 2,321 2.556 196 798 216 267 2.67 2.58 9.31 =5 liabilities .,.......,......,...,...,...,.. $232,405 /$11,649 — 5.01% $167,699 — / $ 7,283 4.3+% $140,417~ — $6,509 — 4,63% — Net earning assets . ... ... ... ... ... ... .. ... $ 26,389 $31,924 Net interest ticome .......... ........ ... .... ..... Netinterest rate spread .,...,,.,,..,..., ....... Net ~tield on a>-erage interest- earning assets .......... .... ................... . Average interest-earning assets to $9.405 - $7870 - 3,13~o 3.63% $17,825 $5077 - 3.25~0 3,94% .. . 2.69% _ ~/0 average interest-bearing liabilities .... . lll,35~o 119.04~o 112.69% (1) Calculated net of deferred loan fees, loan discounts, Ioana in process and loss resewea. [17] ,- an overall reduction in net eatig reduction in the net interest rate spread. assets and to a - to a or to $13.8 million for the year ended to $21.1 million from $15.2 million for the Interest Income Interest income for the year ended September 30, 1995 increased $5.9 million, 38.9%, same period in 1994. The increase is attributable $4.o million increase in interest earned on the loan portfolio September 30, 1995 from $9.7 million the pretious year. ~is increase in loan interest income resulted from a significantly higher average portfolio balance of loans receivable during the period due to internal growth of the loan portfolio and to the kll- year effect of the acquisition of Brookings Federal. Interest income on mortgage-backed enhanced ~y $739,000 primarily as a result of the increase in the average portfolio balance. In addition, the Company’s and securities available-for-sale million for the year ended September 30, 1995 compared to 1994 due to higher yields received on the portfolio. interest income from of securities held-to-maturity compared to the pretious increased by $1.0 securities was portfolio year balance compared to the same period in 1994. The increase in of time deposits and Interest expense increased $4.4 or 60. OYO,to $11.7 million for the period Interest Expense million, ended September 30, 1995 from $7.3 million for the same period in 1994. The increase in interest expense was due primarily to a significant the average outstanding FHLB advances during the year ended September 30, 1995, increase in the average balance of time deposits resulted from the full-year The average outstanding Federal acquisition. of FHLB advances increased due to borrowing activity throughout the period used to fund growth of To a lesser extent, the increase in the loan portfolio. interest expense reflects higher interest rates paid on interest-bearing September 30, 1995, liabilities during the year ended effect of the Brookings to the previous year. compared balance for the increase in the related, multi-family, compared to $105,000 Provision for Loan Losses The provision for possible loan losses for the ~ear ended September 30, 1995 was S250,000 same period in 1994. The $145,000 provision., and a resulting increase in the allowance for loan losses, reflects the increase in the level of agricultural and commercial real estate lending activi~. T&se qTes of lending activities are considered to car~ a higher degree of risk than single-family loans due to the nature of the collateral generally larger average size of individual ratio of non-performing to .29?0 at September 30, 1995, at the end of 1994. residential securing such loans, and the loans. The assets to total assets declined compared to .34% economic and competitive loan.demand affected by regulatory, factors that influence tiierest flow~. The Company, deposit institutions, extent that its interest-earning reprice at different its interest-bearing The Company’s rates, like other financial is subject b interest rate risk to the as6ets mature or or on a different basis, ties, liabilities. non-interest income consists tid than and maintaining these In addition, non-interest primarily of fees charged on transaction accounts and the origination of loans, which help to offset the costs associated with establishing deposit and loan accounts, income is derived from the activities of the Bank’s wholly-owned subsidiaries, First Services Financial, Limited, and Brookings Service Corporation, which engage in the sale of various insurance and invest- the Company has not ment products. Historically, derived significant sale of securities and other assets. However, during the year ended September 30, 1995, a $1.1 million gain was recorded as a result of the sale of mortgage- backed securities. income as a result of gains on the Comparison of Operating Results for the Yeare Ended and September September 30,1995 30,1994 by a to $3.5 or 29.90/., of mortgage-backed In addition, net income was enh~ced from $2.7 million for the same period ended General Net income for the year ended September 30, 1995 increased $815,000, million, September 30, 1994. The increase in net income reflects higher net interest income as a result of a full year of operations after the acquisition of Brookings Federal. gain on the sale of securities available-for-sale resulting from the restructure of the Company’s portfolio for the year ended September 30, 1995 was negatively impacted compared to the previous year by an increa~e of $145,000 losses, and by an overall other expenses, primarily as a result of the operation of the Brookings Federal division. Operating results for the year ended September 30, 1994 include the cumulative resulting from the implementation (Accounting income by $257,000. in the provision for loan in increase of $638,000 for Income Taxes), which increased net effect of a change in accounting securities. Net ;ncome of SFAS 109 principle or 19.5°/0, net interest The increase in net interest Aet Interest Income The Company’s income for the year ended September 30, 1995 increased by S1.5 million, to $9.4 million compared to $7.9 million for the same period ended September 30.1994. income reflects an overall earning assets during the period resulting primarily from the full-year Brookings Federal. The net yield on average earning assets declined to 3.63% for the period ended September 30, 1995 from 3 .gq~. ended in 1994, The reduction in net yield was due to increase in average interest- effect of the acquisition of for the salile period [Iv] .Non-Interest Income Non-iriiereit year ended September 30, 1995 increased $1.2. income for the = ~ million, or 112.lYo, to $2.3 million from $1.1 million for the same period in 1994. The increase in non-’” interest income during the period ;nded September 30, 1995 was primarily dtie to a $1.1 million gain on of the sde of securities restdtin$ from the res~cture portfolio of mortgage-backed In addition, during the year ended the Company’s securities. September 30, 1995, non-interest service charges o,n deposit accounts and fees charged on 10WS, increased by $114,000 same period in 1994. income from compared to the expense or 12.9%, to $5.6 million Non-Interest Expense Non-interest increased by $638,000, for the year ended September 30, 1995 compared to $4.9 million for the same period in 1994. The increase primarily reflects the fuU-year effect of additional acquisition of Brookings Federal. interest expense includes an increase of $54,000 federal deposit average outstanding balance accounts during the period. In addition, non- in operating expenses associated with the insurance premiums due to the higher of insured deposit Non-iirterest expense for the period ended as implementation “Employer’s Accounting (SOP 93-6). for shares stock September 30, 1995 was increased by $140,000 a resuh of the Company’s of the American Institute of Certified Public Accountants Statement of Position 93-6, for Employee Stock Ownership Plans” The SOP 93-6 addresses dre accounting of stock issued to employees by an employee (see Note 13 to the ownership plan (ESOP) Consolidated Financial Statements). The SOP 93-6 requires that the employer record compensation expense in an amount equal to the fair value of shares committed to be released from the ESOP to employees. Assuming shares of the Company’s common stock appreciate 93-6 will relative to the ESOP, as compared with prior guidance which required the recognition of compen- sation expense based on the cost of shares acquired by the ESOP. Federal law requires that the FDIC maintain likely increase compensation in value over time, SOP expense and the Bank Insurance Fund (’LBIF”) reserves at both the Savings Association Insurance Fund (“SAIF”) of at least 1.25~0 of insured depositor accounts. The of insurance reserves are funded through the payment of each premiums by the insured institution members fund. The BIF reached this level during 1995, and the FDIC reduced insurance premiums to BIF- insured institutions while retaining the premiums applicabletoSAIF members. their current level of .23 Y. of deposits until the SAIF reaches its required reserve level. Proposed federal legislation provides to .go~. S.&IF-insured deposits, of insured deposits to be imposed on all including for a one time assessment of .85~0 such as First Federal, at those held by applicable insurance bond interest on a pro rata bds, and for BIF deposit to be used to pay the Financing co~ercial premmms ( “FICO”) Corporation basis together with SAIF premiums. were implemented Bank to pay a one-time assessment equal insured deposits, wodd would kIso be anticipated would be significandy be appro~rnately as of Septerpber 30, 1995 for the to .90°A of ,the amount of such assessment $1.5 million, although it that future SAIF premiums lower than the current level. ~ If a re~irement Income t= expense increased or 61 .9~0, to $2.3 million for the year Income Tax Expense by $887,000, ended September 30, 1995 from $,1.4 million for the same period in 1994. The increase in income tax expense reflects increased net income before taxes for the period ended September 30, 1995 compared to the same period in 1994. due to the cumulative Effect of Accounting Change For the yea; ended September 30, 1994, net income was increased by $257,000 accounting principle tation of SFAS 109 (Accounting for Income Taxes). There was no such effect on net income during the year ended 1995. resulting from the implemen- effect of a change in Comparison of Oparating Results for the Years Ended and September September 30, 1993 30,1994 J , The increase in net income income. and an expense. The acquisition of to $2.7 from $1.3 million for the same period ended General Net income for t@ year ended September 30, 1994 increased $1.4 million, or 101.8%, million, SeDtember 30.1993. primarily reflects an increase in net interest income, offset bv a reduction in non-interest increase in non-interest Brookings Federal during ;he year contri~uted si~ificantlv T~e increa;e extent, due to a S120,000 for loan losses for the year ended September 30, 1994 compared to the previ~us year. Operating results for the year ended September 30, 1994 include the cumulative resulting from the implementation (Accou~ting income bv $257,000. to the overall in net income was also, to a lesser for Income T~es), which increased net effect of a change in accounting reduction in the provision increase in net income. During the year ended of SFAS 109 principle . operat;ng re;ults gain on ;he sale”~f branch deposits and and, additionally, was reduced by reflected a expense of $285,000, net of income 30, 1993, September non-recurring assets of $708,000 an extraordinary taxes, related to the payment prepayment of Federal Home Loan Bank advances. of a penalty on the Net Interest Income The Company’s income of $7.9 million for the year ended September 30, 1994 represents an increase of $2.8 million, from $5.1 million for the same period ended September 30, 1993, The increase in net interest or 55.0°/0, [19] In addition, increase in net interest income reflects an overall interest earning assets resulting from the acquisition of Brookings Federal, the net yield on average e~rning assets increased from 3.21 °/o for the period ended September 30, 1993 to 3 .94~0 for the same period ended in 1994, due to a higher average ~ield on interest-earning assets and a lower average cost on interestrbearing liabilities. or factor of loans Interest income for the year ended Interest income on mortgage-backed The increase resulted from the si~wificantly to $15.2 million from $11.6 million for the Interest Income September 30, 1994 increased $3.6 million, 30.8Y0. same period in 1993. The most significant causing the increase of interest income is the increase of $3.4 million in interest earned on the loan portfolio. higher balance in the average portfolio receivable and, to a lesser extent, the higher overall yield on the loan portfolio during the period ended September 30, 1994 compared to the same period in securities 1993. increased by $657,000 September 30, 1994 compared to the year ended 1993 due to the increase in the average portfolio balance as a result of the structured purchase of adjustable-rate income on securities held-to-maturi~ available-for-sale million for the year ended September 30, 1993 to period in 1994. $2.1 million during the comparable The decline in interest income on securities was due primarily to the decline in the average portfolio balance of these securities during the period ended September 30, 1994 compared to the same period in 1993. and securities from $2.6 securities during the year. during the year ended decreased by $536,000 Interest or 11 .9%, Interest expense increased to $7.3 million for the period Interest Expense $773,000. ended September 30, 1994 from S6.5 million for the same period in 199.3, The increase in interest expense was primarilv due to a significant the average outstanding liabilities during the period ended September 30, to the same period in 1993, The 1994 compared effect of increased interest-bearing liabilities was offset bv an overall reduction in the rate of interest paid on-these liabilities during the period ended September 30, 1994. balance of interest-bearing increase in ,30, ProL1isionfor Loan Losses Tbe provision for possible loan losses for the ~ear ended September for the 1994 was S1O,5,OOO compared to $225,000 same period in 1993. The decrease in the provision for possible loan losses., and the resulting effect on the allowance analvsis of the Company’s loan-portfolio. the decline in non-performing assets at September 30. 1994 compared to 0.7’8°/0 at the end of 1993. for loan losses, reflects management-s The anal~sis took into consideration In addition, management loans to O,34% of risk of loss on its potential [20] considered factors such as the effect that improved weather conditions would have on the Comp any’s portfolio the allowance for loan losses. of agricultural loans and the relative level of or 30.7%, income for the Income Non-interest to $1,1 million from $1.6 Abn-Interest year ended September 30, 1994 decreased $478,000, million for the same period in 1993. Non-interest income during the period ended September 30, 1993 included a gain on the sale of branch office deposits During the and assets in the amount of $708,000. period ended September 30, 1994, non-interest income from service charges on deposit accounts and fees charged on loans increased $75,000 compared to the same period in 1993. Overall, non-interest income increased during fiscal year 1994 compared to 1993 due to the acquisition of Brookings Federal, in 1993. excluding the effect of the sale of branches to $4.9 million compared to or 32.6°/0, ~W-on-Interest Experrse Non-int crest expense increased by $1,2 million, for the }Tear ended September 30.1994 $3.7 million for the same period in 1993, The increase primarily reflects the additional expenses associated with the acquisition of the Brookings Federal, interest expense includes an increase of $74,000 federal deposit increase in insured deposit accounts, In addition, the increase in non- in insurance premiums due to the overall operating Income Tax Expense bY $388,000, Income tax expense increased or 37’, lYo1 to $1.4 million for the year ended September 30, 1994 from $1.0 million for the same period in 1993. The increase in income tax expense reflects net income before taxes that was +5.6% higher for the period ended September 30. 1994 compared to the same period in 1993. Item The Cornparry incurred an Extraordina~ extraordinary net of income expense of $285.000. taxes, during the year ended September 30, 1993. This was due to the pa~rnent of a penalt~ on the prepayment No such extraordinary the year ended September 30, 1994, of Federal Home Loan Bank advances. expense was incurred during .30. 1994, net income was increased by due to the cumulative Effect of Accounting Change E-or the year ended September $237,000 accounting tation of SFAS 109 (.Accounting for Income Taxes). There was no such effect on net income during the year ended 1993, resulting from the implenlen- principle effect of a change in Asset/Liability Management J%TetPortfolio Value The Office of Thrift Supervision (-LOTS”) provides a Net Portfolio Value (k’NPI’”) aPPrOa~h 10 the q~lautification of interest rate risk. This approach calculates the difference bctweeu the .- .-, , ,. < ‘ / ---- . -“, . —. ,. . . ,{ .- . . . . .. . .!, ,- ,,. ,,, . .- ,<. ,-. /, ... ;... . . ,.+ ,J ,,‘ . ..7A -,_, ,. ,, ,<~ ..- >.—. .. ..- ...-!. ~,.,~ .,. ,,. –’Y .:. ‘.,,.: :. . .. . . ‘P. ,.’, -, :. ”\-’ ... ,. . . ,,/” ,., ‘, ~ ,,, ~ presem value of expeet~ wh Ae preserit value of e~ected cash flows from flows from assefiti~ - . sheet “ ‘liabfifies; as well as wh contracts. Under OTS re~ations, “no~al% level of interest rate Ask in tbe event o} an ffom from off-balmce ~ institution’s assumed .2t)0 basis poht decrease ti the tistitution’s WV in an amomt exceed two percent of the present value of its assets. is cliange h interest rat~ldrrs' e{luitl . .. .. .... .. . .. .. .. .. .... .. .. ... .. .. .. .. .. .. .. ... .. .. .... ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. 38.012,696 3+,683,288 Total Iiabilitie> and stockholders” (.cl[]ity . ... . ... .. .. ... ... .. ... .. .. .. .. .. .. ... .. .. .. .. .. . .. .. .. .. .... .. .. ... $26+.213,223 $27+.115.+61 See notes to consolidated financial statements. First Midwest Financial, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME for the yearn endad Septambar 30. 1SSS,1SS4and 1SS3 INTEREST INCOME: Loans receiv&le ...................................................................................... ..................................................................... Securities avtilble.for.sale Mofigage.backed sectities avd&le.for.sale .......................................... Securities held.to.maturi@ ...................................................................... Mofigage.backed securities held. to.maturi~ ........................................... Dividends on Federal Home Loan Bank stock . ...... . . ........ . . . ...... . . . income ............................................................................ Totiltiterest $13,7~8,064 $9,743,957 $6,339,392 3,110,480 3,904,665 — — 1,810,662 2,032,268 261,133 1,139,691 270,261 164,980 860 — 2,613,315 2,509,125 123.228 21,053,470J 15,152,691~ 11,585,920{ 1 99a 19s4 1993 INTEREST EXPENSE: Deposits ......... ............................. .......................................................... .................................................................................... Other bonowings Total interest expense ........................................................................... NET INTEREST INCOME 8,245,227 3,403,497 11,648,724 J 6,102,042 1,180,452 7,282,494~ 6,026,132 483,136 6,509,268/ 9,404,746i 7,870,197~ 5,076,6521 PROVISION FOR LO~LOSSES .............................................................. 250,000 ~ 1057000J 225,000 ] NET INTEREST INCONIE AFTER PROVISION FOR LOAN LOSSES ~.... 9.154,746 7,765,197 4,851,652 OTHER INCOME: Loan fees and service charges .................................................................. Gain on sales of securities and mortgage-backed securities available-for-sale - net ......................................................................... Brokerage commissions from subsi&a~ .................................................. Gain on sale of assets and deposits . .......... . . . ...... . . . .... ... . . ........ . Other income ........................................................................................... Total other ticome ................................................................................ 712,345 597,984 523,405 1,070,247 ] 297,777 9,170/ 328,343 — i’ — ,, 206,101 142,270 2,286,470 ~ 1,077,767J — ,,/ 251,424 708,469~ 72,291 1,555,589 I OTHER EXPENSE: . . . .. Employee compensation and benefits . . . ...... . . . ........ . . . .. .. .............................................. Occupancy andequipment SAIF insurance premium and special assessments . ........ . . . .......... . . . Data processing ....................................................................................... . . Other general and administrative expense . Total other expense .............................................................................. ...... . . ... ..... .,.,.,,,.,,.,...,.,.,., . . . ........ . 3,400,190 .I 3,079,769 J 2,070,500: 432,571., 404,306 291,961 1,047,149 316,375, 350,314 200,219 991,020 250,558 ‘ 276,796 177,655 9497313 5,576 >177J 4,937,69?! 3,724,822 INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CLNUL.ATI\TEEFFECTS OF CHANGES IN ACCOL~TING PRINCIPLES 5.865,039 3,905.267, 2,682,419, INCONE T.4XEXPENSE .. .................................................................... .. 2,320,687 1,433,519> 1,045,300 INCOME BEFORE EXTRAORf)INARY ITEM AND C~ULATIVE . . EFFECTS OF CH.4NGES IX ACCOUNTING PRINCIPLES . . 3,544,352 2,471.748 1,637,119 EXTRAORDIN.4RY ITEM - Prepayment of Federal Home Loan Bank advances penalty - net of income taxes of $167,000 ................................ — — 284,611 13-COME BEFORE CUML-LATIVE EFFECTS OF CH.4NGES IN ACCOL~-TING PRINCIPLES . . . . . . . . . 3,54+,352 2,+71,7+8 1,352,508 CUMULATIVE EFFECTS OF CHANGES IN ACCOLTNTINGPRINCIPLES: Change in method of accounting for income taxes . . . . . ...... . . . . . ... — 257,163 NET INCOklE ............................................................................................ $ 3,544,352 ~ $2,728,911 $1,352,508 EARNINGS PER SHARE: FLdly diluted: Income before extraordioam item and cumulative effects of changes in accounting ~>rinciples............................................................................... Extraordina~ iteln .................................................................................. Cumulative effect of accounting principles ............................................... NET INCO}lE ............................................................................................ See notes to consolidated financial statements. $ $ $ 1.24 $ 1.99 — 0.80 (0.14) 0.13 1.99 $ 1,37 $ 0.66 [2<5] First Midwest Financial, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY forthepars ended 3e~mbar 30, 1995, 1994 and 1993 Common Stock Additional Paid-in Capital Retainad Earnings ESOP Borrowing Treaau~ Net Unrealized Gain (Loss) on Stock Sacuritias Avail- abla-For-Sala Total B.kL~CE, Septeder 30, 1992 $ — $ – $14,969,903 $– $–$ – $14,969,903, Issuance of 1,917,625 cmnmon shares Issuance of 70,952 shares in connection with recognition and retention plan ESOP borrowing Payment on ESOP borrowing Net income 19,176 18,480,824 710 (710) — — — — — — — – — — 1.352:508 (1,534,100) 150,000 BALANCE, September 30, 1993 19,886 18,480,114 16,322,411 (1.384,100) 93,210 — — — — — — — — — — 18,500,000 — – — — — — (1,534,100) 150>000 1,352,508 33,438,311 93.210 BALAIi(E, September 30, 1994 19,915 18,9,5~,19~ 19,051.322 (1,186,000) (2,070,177) (86.96+) 3+,683,288 Reduction of con~ersion costs Purchase of 135,716 common shares Payment on ESOP borrow-ing and fair market ~~alue adjustment Issuance of 4,794 shares in connection w,ith recognition and retention plan Retirement of 1,918 common shares .tmorcizatiou of recognition and retention plan Net change in unrealized loss on securities available-for-sale. net of deferred income taxes l-et income — — — *8 (19) — — Purchase of 6 1.?12 common shares Payment 011ESOP borroming and fair lnarket value adjllhtment fmortizatiou of recognition and retention plan and tax }Ienefit of restricted stock under the plan Dividends paid N-etchange in unrealized gain on securities available-for-sale, net of deferred income taxes Net income — — — — (48) 19 381,897 — — — – — — 2.728,911 (2,070,177) – (2,070,177) 198,100 198,100 — — — — — — 381.897 — (86,964) (86.964) ~,728,911 — — — — (932,030) 87,789 218,800 — 26?,064 — — (315,095) — — (932,030) 306,589 267,064 . (.515,095) — :3.544,352 — — — — 6,58,528 658,528 — 3,54*,352 BAL.LN(.;E, September 30, 1995 $19,,915 !$19,310.045 $22,080.579 $(3,002,207) $ 571.564 $38012696 See notes to consolidated financial statements. [26] First Midwest Financial, Inc. and Subsidiaries . . CONSOLIDATED STATEMENTS OF CASH FLOWS for the vears ended September 30, 1995, 79S4 and 7993 CASH FLOV’S FROkl OPERATING ACTIVITIES: Netkcome Adjustments to reconcile net income to net cash provided .............................................................................................. by operations: Cumulative effects of changes in accounting principles ..... ........ . . . . ..... Depreciation, amortization of premiums and accretion of discounts ......... Provision forloanlosses . .... . . . . . .... . onreal estate owned .................................................. Provisionf orlosses Gain on sale of assets and deposits ...... . . . ........ . . .. ..... . . . .......... . . Gain on sale of securities and mortgage-backed securities . ...... . . . .......... . . . ........ . . available-for-sale .......... . . . ........ . . . ... ...... . . . ...... . . . . ........ . . . .. Stock di~idends from Federal Home Loan Bank stock ............................. Proceeds from the sale of loalls ................................................................ Origination ofloans f[]rresale .................................................................. (Increase) decrease in assets: .Accrued interest receiv&le ................................................................... ()ther assets.......................................................................................... Increase (decrease) in liabili~ies: .kccrued interest payable Other liabilities Netcash . .. .. ... . . . . .. .. .. . . . from ope~.atirrg activities . .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... . ... . .. .. . . . . . . .. .. . . . . . . . . . . . . . .. .. . . . . . .. .. ... . . . . . . . .. .. . . .. .. .. .. . . . . . . . CASH FLOWS FROM INVESTIN-G ACTIVITIES: 1995 1994 1993 $3,544,352 $2.728,911 $1,352,508 — (:~::) 479,079 250,000 — 105;000 — (1,070,247) — — (9,170) — — – 27~>~28 225,000 9,600 (708,469) (9210;) 2,803,163 (4777144) (504,937) (55,643) (221,613) 5,181 246,300 22,537 (47,662) (122,777) 350,455 (343,,537) 2.4?2,165 2,850,719 (96,153) 369.798 3,933:668 . . . .. . 3.+95,289 185,260 . .. ... . ... .. .. .. .. .. .. ... .. .. .. .. .. . .. . ... .. .. .. . .... ... . ... .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. . . . . . .. .. . . . . . ... . . . . . . securities atailable-for-sale.,,,,.,. . .. .. .. .. ... . . Purchase Purchase Purchase Pro~eeds Proceeds Pro{:eeds Proceeds Proceeds Proceeds llcld.to.nlaturitY securities held-to-maturi~ of securities available-for-sale,, of securities of mortgage-backed from sales of securities available-for-sale from sale of mortgage-backed from ruatlrrities of securities available-for-sale of spcllrities held-to-matltrity from maturities from principal of mortgage-backed .. . from principal . . . .. .. ... of mortgage-hacked .. . . . . . repayment . . . .. .. . repayment . .. .. . . . . . . . . ... . available-for-sale .. . . . . . . .. . . . . . . . . . .. .. . . . . securities . . .. .. .. serl~rities . .. .. . held-to-maturity Loansoriginated lJIJarls pllrcllase{i L(Jarlprirlcipal Proceeds Purchate Ircluisitionof . . . . . .. ... . . . . . . . .. .. . . . ... .. .. .. .... .. ... . ... .. .... .. ... . ... .. .... .. .. .. ... .. ... ... .. .. ... .. .... .. ... .. .. .. . ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. . ... .. .. ... .. .. . ... .. .. ... .. .. .... .. ... .. .. .. .. . rer~aylrlents . ... ... .. .. ... .. .. ... ... .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. . from sale of real estate [Jwned . .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. ... lInmt= I.oan Bank stork . .... .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. ... . ... of Federal . . . . Of e~lli~JmcrlT . . . . . . . . . . . . . . .. .. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .... .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. . .... .. .. .. .. .. .. . .. .. .. .. . ro,rls:lleo . .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. . .. .. .. .. .. .. fasse,s.,.,., frcllll invrstillg activities,,,..., assets and liabilities . . . . . .. .. . . . . . . .. . . . . pUrrhaSP P]oree,isf A"eTcasll (.;ASH FI.OITS FRONI F13-AN(lN(; ACTIVITIES: ...,.... for sccuritit,s from advances it) NOW. pa,ssl]ook and ruonev market accounts ill certificate lncrea~e (derrease) acco~~llts .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. . Increase (decreasr) from the FfiLB . .... .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. . Repayment.> of advanct,s s(,ld lm{lrr agrf.crnents to repllrrhase . .. ... .. .. .. .. . Rcl)a!-])lcuts .. .. ... .. .. .. .. .. .. ... .. .. .. .... .. .. ... .. .. .. .. .. proceeds .. .. ... . ... .. .. .. .. ... .. .. .... .. ... A,{I anre~ fronl borrf,wrrs frc)Tll is,,[laIIcc (]fst(]ck . .. .. ... .. .. .. .... .. . .. .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. \-t.llJr()cccds E,nplo}-cc stotk ,Iivnership plau borrow.illg . .. .. .. ... .. .. .. .. .. .. ... .. .. .. .... . .... .. .. .. Di\i(lel)dsp:li( ~. . .. .. .. .. .. .... .. . .. .. .. .. .... .. .. .. ... .. .. .. .. ... .. .. .. .... .. .. ... .. .. .... .. ... .. .. .. . . .. .. .. .. .. ... .. .. .. .. .. .. . ... ... .. .... .. .. .. ... .. .. .. .. .. ... .. .. .... . l'tlrtll:lseo ftl.eas~ll.\.s t[jck . i(tivities. . .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. . .. .. .. .. .. .. .. Net cash fr(]lnfirl~ll[irlgt from Th(kFIILB. a,,lliIlsllraTlcc f(,rtales (31,380.132) (11,888,625) – 491,875 +8,953,383 25,610,000 (10,342,303) (18,000.000) (+8.050,121) 16.1:36,827 15,790,000 (8.952,207) — 32.096,166 — — ~77~05 (65,295.03+) (19.211.9+0) 61,01+~7~ 78,738 (899,800) – (581.126) 8,2++,508 (24.043.495) (8.5+5.628) ~+,:]()~~+:j +66,+02 8.256.7+4 (50.267.318) (22,059.813) +~,98,j7~62 2,000 ( 1,13+.900) (6.801,+34) (3i.3tJ6) — (11.,8;) 5~~,56;~ 10.21 +,1 05 (68.333,862) 24.08+.0+0 (~;~;~~;) (255,209.677) 2+0.000 2+6.000.000” ~o,[)lo — 218,800 (515,095) (9:32,030) (1+.500.793) (5.066,686) 1.829.381 (2+0,308.8+7) (1 .+88,152) 298,300,000 (+.201.056) (20.275.671) (4.008.088) (+31 .2?5) (24,5+5) (50.110) — 18.500.000 1(J8,100 (1 ,38+,100) (2.070,17?) 51.:369,07+ (11.850.300) NE’I- lN”(;RKASE (DECREASE) IX (ASH AND (:.ASII EQL;1V.4LENTS . .. .. .. ... .. .. .. .... .. ... .. .. .. .. .. ... .. .. .. .... (1.81+,523) (1+.1 1+.069) 16.16 ?.+08 (;.4SH IN-I) CASI1 EQ1-IJ’.Al,k;\-TS AT BECll\”IYG 01 Y-EAR .. . . . .. . 6.+30,235 20..5++.30+ +,376,896 C.4SH AND CASH kGQII\”ALENTS .\T IZND OF 17E.4R . . . .. . . . . . . . $+.615,712 $6,+30.235 $20.5 ++,30+ See notes to consolidated finarrcjal statements (Corltirt[lec~ [2?] q First Midwest Financial, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) for the yaara endad 3aptembar 30, 1393. lW and 7W 1995 19e4 1993 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest ............................................................................................. _$_~ Income taxes . .. ... .. .. .. .. .. .. ... . .............................. . . . ...... ... . ........ .,. _ $1,463,427 $ 788,100 NON-CASH INVESTING AND FINANCING ACTIVITIES: Loastimsfened to red estate ............................................................ $ 129,408 $ – $ 47,850 See notes to consolidated financia/ statements. First Midwest Financial, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS for the yaara e.dad Septambar 30, 1995, 19M and 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General - First Midwest Financial, Inc. (the “Company”) is located in Storm Lake, Iowa, and was organized and incorporated under the laws of the State of Delaware for the purpose of acquiring all of the capital stock to be issued by First Federal Savings Bank of the Midwest (the “Bank”) upon the conversion described below. On September 20, 1993, First Federal Savings and Loan Association of Storm Lake (the “Associationn) was convert- ed from a federally chartered mutual savings and loan asso- ciation to a federally chartered stock savings bank and the name of the Association was changed to First Federal Savings Bank of the Midwest. Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include the Bank, First Services Financial, Limited, which offers mutual funds, insurance products. annuities and brokerage services and Brookings Service Corporation (See Note 2). All significant intercompany balances and transactions have been elimi- nated. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period, Assets held in trust or fiduciary capacity are not assets of the Company and, accordingly, are not included in the accompanying consolidated finrmcial statements. At September 30, 1995 and 1994, trust assets totaled approxi- mately $9,245,000, and $9,194,000, respectively. Cash and Cash Equivalents - For the purpose of report- ing cash flows, cash and cash equivalents include cash on hand, demand deposits at other financial institutions, feder- al funds sold and investments with original maturities of three months or less. Generally, federal funds are pur- chased and sold for one day periods, Securities and Mortgage-Backed Securities - Effective October 1, 1993, the Company implemented Statement of Financial Accounting Standards (SFAS) No, 1157 Accounting for Certain Investments in Debt and Equity Securities. SFAS 115 addresses the accounting and report- ing for investments in equity securities that have readily determinable fair values and all investments in debt securi- ties. SFAS No. 115 requires these securities to be classified in one of three categories and accounted for as follows: l Debt securities that the company has the positive intent and ability to hold to maturity are classified as ‘held-to-maturity securities” and reported at amortized cost. Actual results could differ significantly from those esti- l Debt and equity securities that are acquired and mates, Material estimates that are particularly susceptible held principally for the purpose of selling them in to significant change relate to the determination of the the near term are classified as “trading securities” allowance for loan losses and the valuation of real estate and reported at fair value, with unrealized gains acquired in connection with foreclosures or in satisfaction of and losses included in earnings. loans. In connection with the determination of the l Debt and equity securities not classified as either allowance for loan losses and the valuation of real estate held-to-maturity or trading securities are classified as owned, management obtains independent appraisals for “available-for-sale securities” and repotied at significant properties. fair value, with unrealized gains and losses, after [24] applicable wes, reported b“ a separate component of stockholders’ excluded from etigs and in the value of debt secm-itie~and e@tY. Dec~es marketable equity securities that are considered to be other than temporary are recorded in noninter- est income as a loss on inves~ent securities, est payments on a notional amount. When using interest rate cap agreements, the Company pays or receives a pre- mium from another party in exchange for interest payments on a notional amount in the event that a spec~led index (generally L~OR) exceeds a specified rate. The notional amounts of interest rate protection contracts are not reflect- ed in the mrtsolidated statements of financial condition. In implementing SFAS No. 115, the Company originally Realized and unreahzed gains and losses on interest rate designated the securities and mortgage-backed securities held at October 1, 1993 as available-for-srde securities, Securities acquired since October 1, 1993 have been desig- cap contracts designated as hedges are deferred and recog- nized as income or expense over the lives of the hedged ins~ents. Net interest settlements on interest rate swap nated at acquisition as available-for-sale or held-to-maturi- contracts are recognized as interest income or expense over ty, however, in May 1995, all securities previously desig- the lives of the agreements, nated as held-to-maturity, including mo~age-backed securities, were transferred to &e available-for-sale Rea[ Estate Owned and in Judgment - Real estate categoq’ (See Notes 4 and 5). The Company does not have acquired through foreclosure and real estate in judgment any securities classified as trading at September 30, 1995 are stated at the lower of cost or fair vahte minus estimated or 1994. Although the Company does not have a current costs to sell. Costs relating to the development and intent to sell the securities available-for-sale, and it is improvement of property are capitalized; holding costs are management’s opinion that the Company has the ability to charged to expense. Valuation allowances for estimated hold these securities to maturity, management considers the losses on real estate are provided when the carrying value designation as available-for-sale to provide flexibility in exceeds the fair value minus estimated costs to sell tie adjusting tie composition of tie sectities portfolio as may property. become desirable in the future. Premiums and discounts are amortized over the con@ac- Provisions for Losses - Provisions for losses include tual lives of the related securities using the level yield charges to reduce the recorded balances of loans receivable method. Gains or losses on sales of these securities are and real estate to their estimated net realizable value or fair based on the specific identification method, value, as applicable. Such provisions, which includes a review of assets for which full collectibility may not be rea- Loans Receivable and Loans Held-for-Sale - The sonably assured, considers among other matters, the esti- Bank originates loans for portfolio investment or for sale in mated net realizable and fair value of&e underlying collat- the secondary market, During the period of origination, eral, economic conditions, historical loan loss experience loans are designated as held-for-sale or for investment pur- and other factors that are particularly susceptible to poses. Loans held-for-sale are carried at ~e lower of cost changes that could result in a material adjustment to results or fair value, determined on an individual loan basis. of operations in the near term. Recovery of the carrying Interest on Loans and Mortgage-Backed Securities - extent on economic, operating and other conditions that Interest on first mortgage loans is credited to income as may be beyond the Company’s control. ‘value of such loans and real estate is dependent to a great earned except interest on loans that are contractually past due more than 90 days is charged off, or an allowance is Loan Fees - The Bank defers certain fees (net of direct established based on management’s periodic evaluation. loan origination costs) incurred in the origination process, The allowance is established by a charge to interest income with recognition thereof over the contractual life of the equal to all interest previously accrued, and income is sub- related loan as a yield adjustment, Any unamortized fees sequently recognized only to the extent that cash payments on loans sold are credited to income in the year such loans are received until, in management’s judgment, the borrow- are sold, er’s ability to make periodic interest and principal pay- ments is back to normal, in which case the loan is returned Premises and Equipment - Premises and equipment are to accrual status, carried at cost less accumdated depreciation. Depreciation Premiums or discounts on loans and mortgage-backed is computed based on the straight-line method of deprecia- securities are amortized into income over their respective tion over the estimated useful lives of the assets. Estimated lives using the interest method, useful lives are 20 to 30 years for buildings and improve- ments and 3 to 7 years for furniture, fixtures and equiP- Interest Rate Protection Contracts - The Bank utilizes ment. interest rate swap and interest rate cap contracts (collec- tively referred to as interest rate protection contracts) as an Excess of Cost over Net Assets Acquired - cost in integral part of its asset/liability management program. excess of fair value of net assets acquired (goodwill) arising Interest rate swap agreements have been utilized as a hedge from the acquisition (see Note 2) is being amortized over 15 against both interest bearing liabilities and interest earning years on a straight-line basis, Amortization expense for fis- assets. Interest rate swap agreements are instruments in cal years 1995 and 1994 was $125,160 and $62,584, which the Bank and another party agree to exchange inter- respectively, [29] Securities Sold Under Agreements to Repurchase - The Bank enters into sales of securities under agreements to repurchase with primary dealers only, which provide for the repurchase of the same security. Securities sold under and payment of federal and state income taxes. allocation The provision for income taxes of each corporation is com- puted on a separate company basis, subject to certain adjustments. agreements ized bY assets which are held in safekeeping to p~chase identical securities are collateral- in the name of. Reclassifications - Certain amounts reported in previous the Bank by the dealers who arranged the transaction. years have been reclassified to conform with the financial Securities sold under agreements to repurchase are treated statement presentation used in the current year. as financing and the obligations to repurchase such securi- ties are reflected as a liability The securities underlying the agreements remain in the asset accounts of the Bank. Earnings per Share - Earnings per share are calculated on the basis of the weighted average common shares out- standing and those outstanding options that are dilutive. Income Taxes - Effective October 1, 1993. the Company Earnings per share as presented in the 1993 consolidat- adopted SFAS No. 109, Accounting for Income Taes. This ed statement of income is computed assuming that the statement supersedes both .kccounting Principles Board weighted average shares outstanding at September 30, (APB) Opinion No. 11 and the guidance of APB Opinion 1993 were outstanding the entire year and ignores the effect No. 23 on the tax treatment of savings and loan bad debt of stock options as they were only outstanding for the last reserves. SF.4S No. 109 calculates income taxes on the lia- 10 days of the fiscal year, The difference between primary bility method, under which the net deferred tax asset or lia- and fully diluted earnings per share is not material. Pro bilitv is determined based on the tax effects of the differ- forma earnings per share presented below is computed as if ences berween the book and tax bases of the various assets and gives current recognition and liabilities of the Company the net proceeds of $18,500,000 from the issuance of com- mon stock had been invested at 7,32°10, the Company’s to changes in tax rates and laws. average yield on interest earning assets during fiscal year The effect of applying tbe provisions of SFAS No. 109 1993, adjusted for applicable federal and state taxes. was a one-time adjustment that increased net income for fiscal year 1994 by $257,163 ($.13 per share) recorded as Pro forma Earnings Per Share: a cumulative effect of change in accounting principle. Pro forma income before The Company files consolidated federal and state income extraordinary item.,,, . .. .. ... . ... .. .. .. .. .. ... .. .. .. .. . S1,23 tax returns, The Company and its subsidiaries have Extraordinam. item .. ... .. .. .. .. .. .. ... . ... .. .. .. .. .. ... .. .. . (,14) entered into a tax-sharing agreement that provides for the Pro forma net income ... .. . ... .. .. .. .. ... .. .. .. .. .. .. ... .. $1,09’ _ and its wholly-owned Inc, subsidiary, 2. ACQUISITIONS On March 28, 199+ the Compan~- completed the acquisition of Community Financial Systems. (’LConlmunity’7), Brookings Federal Bank, a federal savings bank, located in Brookings, South Dakota. tion, Community was merged into the Company Brookings Federal Bank w-as merged into the Bank, The two offices of Brookings Federal Bank will oper- ate as the Brookings Federal Bank Division of First Federal. The Company- purchased the 333,513 standing shares of Community’s out- common stock for a Llpon acquisi- and In addi- $243,000 $10.5 million. cash pa~ment of $31.38 per share, or a total pur- chase price of approximately tion to the purchase price, approximately in acquisition related costs were incurred. The acqui- sition has been accounted for as a purchase, and the accompan~ing statements for the year ended September 30, 1994 reflect the com- The fair bined results since the date of acquisition. value assigned to the assets and liabilities, including the core value of the existing customer deposit base is as follows: consolidated financial Cash ..... . .. .... . . . . ...... . . . .. ... . . . ...... . . . ...... $ 3,664,204 10,877,419 51,206,527 907.86,5 1.085.,628 1,634,265 (56.591.421) (2,318,849) $10.+6.5.638 [30] The unaudited consolidated results of operations on a pro forma basis for the fiscal year ended September 30, 1994 and 1993, as though the acquisition Qf tie Community had occurred as of the beginning of the fiscal years, are as follow= 1994 1993 Interest ticome . .. .. .. .. ... .. ... . .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. ... . .. $ 17,593,876 Interest expense . ... .. . . . . .. ... .. . . . .. .. ... .. .. . . . .. ... .. . . . .. .. .. ... .. . . . . .. ... . Netinterest income .. ... .. . . . .. .. ... .. .. . . .. .. ... .. . . . . ... .. .. . . . . . .. ... .. . . Provision forloan losses .,,.... . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for loan losses . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes and cumulative effects of changes in accotmting principles . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before ex~aordinary item and cumulative effects ofohanges in accounting principles . . . . . . . . . . . . . . . . . Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,. Income before cuulative effects ofchages inaccounttig principles ., Cumtiative effects ofchanges inaccounting principles . . . . . 8,774,299 8,819,577 288,506 8,531,071 1,212,961 (5,717,351) $17,095,958 9;858;058 7,237,900 325,494 6,912,406 1,882,962 (5.143,743) 4,026,681 1.479,824 $ 3,651,625 1,367,816 2,546,857 — 2,546,857 257,163 2,283,809 (284,611) 1,999,198 — Netincome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,804,020 $ 1,999,198 Earnings per common share: Income before extraordinary item and cumulative effects of changes inaccoonting principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cumulative effects ofchanges in accounting principles . . Netincome, , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.11 (0,14) $ $ 1.28 — 0.13 1,41 On August 21, 1995, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Iowa Bancorp, Inc. (“Iowa Bancorp” ), and its wholly owned subsidia~, Iowa Savings Bank, a federal savings ba&. located in Des Moines, Iowa. The Agreement calls for the Company to acquire all outstanding shares of Iowa Baucorp in exchange for a cash pa~ent of $8,0 million, which is suhj ect to adjustment in accordance with the terms of the Agreement, The transaction is subject to approval by Iowa Bancorp’s stockholders and to approval by the Office of Thrift Supervision. 3. STOCK CONVERSION On .kpril 9, 1993, the Board of Directors of the Association tion account will be reduced annually to the extent that eli- adopted a Plan of Conversion (the “Conversion”) to convert gible account holders have reduced their qualifying from a federally chartered mutual savings and loan associa- deposits, Subsequent increases will not restore an eligible tion to a federally chartered stock savings bank with the account holder’s interest in the liquidation account, In the concurrent formation of a holding company (the “Holding event of a complete liquidation and only in the event of a Company”). complete liquidation. each eligible account holder will be On September 20, 1993, the Holding Company received entitled to receive a distribution from the liquidation subscriptions for 1,917,625 shares of common stock at $10 account in an amount proportionate to the current adjusted per share for subscription proceeds of $18,500,000, net of qualifying bahmces for accounts then held, costs of $676,250, which wel-e reduced by $93,210 in fiscal Subsequent to the Conversion, the Bank may not declare year 1994. or pay cash dividends on or repurchase any of its shares of At the time of the Conversion a liquidation account in an common stock if the effect thereof would cause stockhold- amount of $16,261,230 was established for the benefit of ers’ equity to be reduced below applicable regulatory capital eligible account holders who continue to maintain their maintenance requirements or if such declaration and pay- account with the Bank after the Conversion. The liquida- ment would othercvise violate regulatory requirements. [31] 4. SECURITIES AND MORTGAGE-BACKED SECURITIES AVAILABLE-FOR-SALE Securities and mortgage-backed securities classified as available-for-sale at September 30, 1995 and 1994 are as follows: September 30, 1995 Amortized cost Gross Unrealized Gains Gross Unrealized Losses Approximate Fair Value Securities: U.S. Treasury and other Government agency obligations . .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. $45,442,279 $ 157,179 $ 87,473 Co~orate obligations . .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. Marketable equity securities . . . . . . ... .. . . . . .. ... .. . Total securities .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. 1,050,569 2:168,688 48,661,536 Mortgage-Backed Securities: Government National Mortgage Association .. .. ... . . Federal Home Mortgage Association Corporation ... Federal National Mortgage Association, ... .. . . . . .. .. .. Collateralized mortgage obligations . . . . . .. .. . . . . . Privately issued mortgage pass-through certificates 7,179,255 3,750,778 3,230,930 5,260,118 1,237,868 Total mortgage-backed securities .. .. .. .. .. ... .. .. .. .. .. ... .. .. 20,658,949 7,368 90,555 255,102 304,299 218,263 199,769 17,045 78,238 817,614 $45,511,985 1.057,875 2:259:243 62 — 87,535 48,829,103 .“ — 276 6,492 66,806 — 7,483,554 3,968,765 3,424.207 5,210,357. 1,316,106 ‘ 73,574 21,402,989.~ Securities: L’.S. Treasury and other Government agency obligations Corporate obligations .. .. ... .. .. .. .. .. ... .. .. .. .... .. .. ... .. ... ... .. . . . . . . . . .. .. . . . . . . . ... .. . .. .. . \larketable equity securities . . . . . .. ... .. .. . . . .. .. ... . . Total securities . .. .. ... . . . .. .. .. . . . . . .. .. . . . . ... .. . . .. Mortgage-Backed Securities: Government National Mortgage Association . .. .. . . Federal Home Mortgage Association Corporation ,.,. Federal National Mortgage Association . .. ... . . . . .. .. . Collateralized mortgage obligations . . . . .. ... . . . . Privately issued mortgage pass-through certificates Total momgage-backed securities . . . . . .. . . . . . .. .. ... . $69,320,485 $1,072,716 $161,109 $70,232,092 September 30, 1994 Gross Unrealized Gains Gross Unrealized Losses Appr;~~rmate Value Amortized cost $10,542,699 1,964,219 739,130 13,246,048 $ 55,962 — 38,750 94,712 $55,469 46,235 17,920 $10,543,192 1,917,984 759,960 119,624 13,221,136 ~,gbs,o~l 5,074,410 3,985,373 5,604,716 1,442,199 247071.769 $37,317,817 2,641 189,703 151,082 791 78806 423,023 $517,735 152,471 30,385 4,203 330,206 — 7,815,241 5,213,728 4,132,252 5,275,301 1,521,005 537,265 23,957> 527 $656,889 $37,178,663 , The amortized cost value and approximate fair value of debt securities by contractual maturity at September 30, 1995 are shomm belom,. Actual maturities mill differ from original maturities due to certain borrowers having the right to prepav obligations with or without penalty. Dueinoneyear or less . ... .. .. .. .. .. ... . ... .. .. .. .. ... . ... .. .. .. .. .. ... .. .... .. .. .. ... .. .. .. .. .. .. Due after one year through five yrars . . . . .. .. .. . . . .. .. . . . . . .. ... . . . .. Due after five years through ten years ... .. .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. Dueafter ten years .. ... .. .. .. .... .. ... . ... .. .. .. .. .. ... .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. hIarketable equity securities .,.,...,.,., . .. ... .. .. .. .. .. ... .. .. .. .... .. ... .. .. .. .. .. ... . ... .. .. . Amortizad cost $19,753,930 13.533,008 12.96.5,910 Approximate Fair Value $19,791,501 13,622.109 12.916,250 240,000- 240,000 46,492,848 2,168,688 46.569,860 2,259,243 $48,661,536 $48,829,103 [32] Mortgage-backed securities available-for-sale classified by type of interest payment and original maturity at September 30, 1995 and 1994, are shown below. / Adjustable rate . .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. ... . ... .. .. .. .. .. .. ... .. . Ftied-rate, 5 year . ... .. ..... .. ... ... .. ... .. .. .. .. .. .. .. ... .. .. .. .. ... . . Fixed-rate, 15year .. . .. .. .. ... .. .. . . .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. Fixed-rate, 30year ~. . .... .. .. .. ... ... . .. .. .. .. ... .. .. .. .. .. .. ... .. .. . Collateralized mortgage obligations .. .... .. .. .. ... .. .. .. .. .. .. . Adjustable rate .. .. .. .. .. .. .. ... .. ... . .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. . Ftied-rate, 5yez .. . . .. . .. .. ... . ... . .. ... .. . . . . .. .. ... .. . . Fixed-rate, 7 year . ... . . . . .. .. ... .. .. . . .. .. .. ... . . . .. .. .. ... . Ftied-rate, 15year . .. ... . . . . .. .. ... .. . . . ... .. .. . . . .. .. .. Fixed-rate, 30 year ... .. .. . . . . ... . .. ... . . . . .. .. ... . . . . .. .. Collateralized mofigage obligations, . .. .. ... .. .. .. .. .. .. ... .. .. September 30, 19S5 Approximate Feir Value Weighted Rate Amotiad cost $1,923,682 $2,000,015 469,123 1,186,790 11,819,236 15,398,831 5:260; 118 475,685 1,252,820 12,464,112 16,192,632 5;210;357 $20,658,949 $21,402,989 7.18°h 8.00 9.07 8.08 8.04 6.34 7.61? September 30,1994 *P roximate Fair Value Weighted Rate Amortized cost $2,276,003 $2,333,020 . 6.81°10 614,718 16,354 2,882,808 12,677,170 18,467,053 5,604,716 588,094 15,903 3,011,633 12,733,576 18,682,226 5,275,301 8.00 5.00 9.49 8.12 8.16 6.43 $24,071,769 $23,957,527 7.76% \ \ Activities related to the sale of securities available-for-sale and mortgage-backed securities available-for-sale are summa- rized as follows: Proceeds from sales ... .. . . . . .. .. ... . . . . . .. ... . . . . .. ... . .. Gross gains on sales .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... Gross losses on sales .. .. .. ... .. .. .... .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. . 5. SECURITIES HELD-TO-MATURITY Years Ended September 30 1995 $49,445,258 1,070,247 — 1994 $16,136,827 80,666 71,496 1993 $– — — September 30,1994 Amortizad cost Gross Unrealized Gains Gross Unrealized Losses Approximate Fair Vaiue U.S. Treasury and other Government agency obligations .. .. ... .. .. .. .. .. . .... .. .. .. .... .. .. ... .. .. .. .. . $18,000,000 + $ — — $190,000 $17,810,000 There were no securities held-to-maturity at September 30, 1995 During the period ending September 30, 1994, there were no sales of securities held-to-maturity or transfers of securities between available-for-sale and held-to-matiritY. In May 1995, the Company reclassified all securities, including mort- gage-backed securities, previously designated as held-to-maturity to the available-for-sale category. The reclassification was performed after consideration by management of a pending regulatory policy clarification in regard to the measure- ment of interest sensitivity of floating-rate mortgage-backed securities. It was management’s opinion that the pending reg- ulatoq policy clarification provided sufficient potential risk to the market value of this @pe of security to warrant reclassi- [33] fication of the securities held by the company to the available-for-sale designation. The amortized cost and approximate fair value of securities and mortgage-backed securities that were transferred to the available-for-sale category were $77,832,845 and $78,948,854, respectively, 6. MORTGAGE-BACKED SECURITIES HELD-TO-MATURITY September 30,1994 Amortized cost Gross Unrealized Gains Gross Unrealized Losses Approximate Fair Value Collateralized mortgage obligations . . . . . . . $47,917,370 $296,298 $1,045,869 $47,167,799 ‘- There were no mortgage-backed securities beld-to-maturity at September 30,1995. Mortgage-backed securities at September 30, 1994 consisted of collateralized mortgage-obligations with a weighted aver- age rate of 6.1370, There was no activity related to the sale of mortgage-backed securities held-to-matirity for &e years ended September 30, 1994. During the period ended September 30, 1995, all mortgage-backed securities were transferred to the available-for- sale catego~ (see Note 5). 7. LOANS RECEIVABLE One to four family residential mortgage loans: Insured b~FHA orguaranteedbyl’.~ . . . . . .. .. . . . . . . .. .. . . . . . . . .. ... . . Conventional .. .. ... .. . ... .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .... .. ... .. .. .. Construction .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. Commercial andmtdti-family real estate loans . . . . . . .. ... .. . . . . .. .. ... . . . Agricultural real estate loans .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. Commercial business loans .. . . . . .. .. ... . . . ... .. .. . . . . ... .. .. ... . . . . . .. ... . . . Agricultural business loans .. . . . .. .. . . . . . . .. ... . . . . .. .. ... . . ... .. .. . . . . .. Consumer loans ... .. .. .. .. . ... .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. September 1995 30, 1994 $ 599,019 $ 56,674,526 17,877,327 737418,931 7,021,264 8,172,989 11,905,367 13.007,467 748,983 54,413,516 10,247,875 59,920,149 8,063,734 8,930,949 7,784,275 10,597.790 Subtotal .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. .. .. .... .. ... .. .. .. .. .. ... .. .. .. .... .. 188,676,890 160.707,271 Less: Allowance for loan losses .. .. ... .. .. .. .. .. .. ... .. .. .. .... .. .. .. ... .. .. .. .. ... .. .. .. .. .. .. .. Undistributed portion of loans in process . . . . . . .. . . . . .. .. ... .. . . . .. .. .. . Deferred fees . .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. . ... ... .. .. .. .. .. .. .. .. .. ... .. .. .. .. ... . 1.649,520 8.071,693 404,176 1.+42,077 3,424,919 343,536 Total -net . .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... . S17’8,551,501 $155.496.739 A snmma~ of The activity in the allowance for loan losses is as follows: Balance. beginningof period .. .. ... . . . . .. .. . . . . . . .. ... ProvisioIl .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. .. .... .. .. ... .. .. .. .. .. .. .. Brookings allowance at acquisition date...,,.,.,,,., . .. .. ... . Less: Losses charged against allowance . .. ... .. .. .. .. .. .. ... . Years Ended September 1994 30, 1993 1995 S1.442,077 2.50,000 (+2,557) { , $825,000 $600,000 105,000, 5173781 (5,7fJ4) 225,000 , — — Balance. tud of period . . ... .. .. . . . . . . .. .. ... . . . . .. .. . . . $1,649,520 ~ $1,442,077 ~ S825,000 [34] Virtually all of the Bank’s originated loans are to Iowa and SoUth Dakbta-based organizations. The Bank’s purchased located, as a percentage of loans tod approximately $78,760,000 total loans as follows: 1l% in Wisconsin, 7% in Minnesota, 5% in Iowa, 470 in South Dako@, 37. in New York and &e remaining 14°A in fifteen atier states. me Bank’s purchased loans totalled $64,891,000 secured by properties located, as a percentage of totaf loans, as follows: 10% iu Wiscons~7 6% in Iowa, 5°A in South Dako@ 4“/. in New York, 3% in Nebraska and the remaining 12% in tieen at September 30, 1995 and= fiecured by propefies oher states. at September 30,.1994 and were The Bank originates Wd purchsa commercial reai estate loans. These loans are considered by management to be of greater risk of uncollecfiihty $7,430,000 some~at loans include appro~ately 1994, respectively. The remainder of&e commercial real estate portfolio is diversified by industry. The Bank’s policy for reqaitig due to the dependency on income production. The Bank’s commercial real estate and $7,754,000 of loans secured by nursing homes at September 30, 1995 and varies with the credit worthiness collater~ and guarantees of each borrower. The amount of res~ctured of non-accmfig amo~t and related party loans as of September 30, 1995 and 1994 were not significant. The ‘ loans as of September 30, 1995 and 1994 were $726,000 and $734,000, respectively. 8. REAL ESTATE OWNED Real estate o~ed . .. . . . .. .. ... .. .. . . . .. ... .. . . . . .. ... .. . . . . .. .. ... . . . . .. .. ... .. . . . Less: Nowmcefor losses ..~ .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .... .. Total . .. .. ... . . ... .. ... .. . . . ... .. .. ... . . . . .. ... .. . . . . .. ... .. . . . . . .. ... . . . . . .. ... . .. . A summary of the activity in the allowance for real estate owned is as follows: Balmce, begiting of period .,..., . .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. . Provision . .. .. ... .. . . . . . .. ... . . ... . .. ... .. . . ... .. .. ... .. . . . .. .. . Less: Losses charged against allowance ... .. .. ... . .. ... . ... Balance, end of period .. ... .. .. . ... .. ... .. . . . . .. ... .. .. . ... .. .. 9. PREMISES AND EQUIPMENT September 30, 1995 1994 $48,418 — $48,418 $ $ – — – Years Ended September 1994 30, 1993 1995 $– — $ — — –- $10,897 — 10,897 $89,653 9,600 88,356 $ – $10,897 September 30, 1995 1994 Land . .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .... .. .. ... .. $ 446,547 $ 446,547 Buildings and improvements . .. . . . . . .. .. ... .. . . . .. .. ... .. . . . .. .. ... .. . . . . .. . . . Furniture, fixtures and equipment .. .. . . .. .. ... .. .. .. .. .. .. ... .. .. .... .. .. ... .. .. .... .. .. ... .. .. Total . .. ... .. . . . . .. .. .. . . . . . .. .. . . . . ... .. .. .. ... . . . .. .. ... .. . . . . .. .. ... . . . . .. . . . Less accumulated depreciation . . . .. .. .. ... . . . . .. .. ... .. . . . . .. ... .. . . . . . . . . . 2,685,197 1,929,692 5,061,436 3,084,789 2,461,438 1,580,488 4,488,473 2.958,218 Total . .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. .. ... . .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. .. $1,976,647 ~ Depreciation of premises and equipment, included in occupancy and equipment expense, was $134,733, $91,061, and $68,445 for fiscal years ended September 30, 1995, 1994 and 1993, located on leased land. The lease requires annual payments of $6,000 respectively, One of the Bank’s branch offices through fiscal year 2003 and has a purchase is option, [35] 10. DEPOSITS Balances by Interest Rate Negotiable orders of withdrawal (NOW): Variable Passbook: 2,25- 4,70~o Money market demand accounts: Variable Certificate accounts: Variable Less than 3,00% 3.00y0 - 3.99~o 4.00y0 - 4.99yo 5.()()yo - 5.99% 6.00°h - 6,99~0 7.()()% - 7.99~o 8.000/. -8.997. 97. and o~rer September 30, 1995 1994 Amount % Amount % $ 15,535,519 J 9.070 $ 16,270,585 ‘) 9.2% 12,112,476 ‘; 14,836,337 “, 1,498,585 15,040 1,578,097 18,717,963 49,225,895 53,518,743 802,841 1,751,453 23200,048 7.1 8.6 0.9 0.1 0.9 10.8 28.6 31.2 0.5 1.0 1.3 9,256,724 ~ 16,248,089 1,047,792 753,709 17,335,624 57,170,385 40,046,055 12,060,297 1,779,710 ~,744,858 2,452,879 & j J ~ 5.3 9.2 0.6 0.4 9.8 32.6 22.7 6.8 1.0 1.0 1,4 76,3 100.0% — Total certificate accounts Total deposits 129,308,665 $171,792,997 vi / 73.3 134,391,309 100.0% $176,166,707 Certificates of deposit in the amount of $1 OO,OOOor more (jumbo certificates) total approximately $6,957,500 and $10,274,300 at September 30, 1995 and 1994, respecti~ely. A summary of certificate accounts by scheduled maturities at September 30, 1995, is as follows: 1996 1997 1998 1999 2000 Thereafter Variable Less than 3.007. 3.00 4.00 5.00 6.00 7.00 8.00 - 3.99% - 4.99yo - 5.99yo - 6.99% - 7.99% - 8.99y0 9.00y0 and over $ 941,607 $ 556,978 $ 3,051 1,573,203 — 12,169,250 5,633,310 4,894 766,490 30,059,351 14,8485341 3,684,236 118,185 598,542 –$– — 6,839 $ –$ — 29,212,285 20,716,058 2,075,936 1,1+5,165 237,969 335.220 540,316 493,390 122.316 9,982 10,000 1,221,869 15,788 69>886 241,442 1,408,308 30,728 23,800 182,507 45,694 2,162 5,150 Total — S 1,498,585 15,040 1,578,097 18,717,963 — 11,625 186,792 — — 49,225,895 53,518,743 802,841 1,751,453 2,200,048 $75,072,252 $42,380,375 $8,004,867 @,362.713 $284,891 $203,567$129,308,665 A summa~- of interest expense on deposit accounts is as follows: NOW accounts . . . . Passbook accoonts . . . . . . . .. ... . . . .. ... . . . . . .. . . . . . \loney market demand acco~ts .,...,.,......,.,.,.,.,......,.,.,., Certificates . . . .. .. . . . .. .. . . . . . . . .. .. . . . . . .. ... . . . Years Ended September 30, 1995 1994 1993 $ 295,930 276,665 440,393 77232,239 $ 263,216 ~08,-J16 473,246 5,157.564 $ 25?>049 216.041 528,507 5,024,535 $ 8,2+5,227 $6,102,042 $6,026,132 [361 11. ADVANCES FROM FEDERAL HOME LOAN BANK The Bank was indebted to the Federal Home Loan Bank of Des Moines (FHLB) on notes maturing as follows: September 30, 1995 1994 Amount $– 31,200,000 8,200,000 10,200,000 200,000 200,000 200,000 898,388 —Y. 6,20 6,02 5.88 7.39 7.55 7.71 6.86 Amount 5.14% $58,200,000 6.62 6.89 7.15 7.39 7.55 7.71 6.68 200,000 200,000 200,000 200,000 200,000 200,000 908,065 6.1370 $51,098,388 5.20yo $60,308,065 The Bank has executed a blanket pledge whereby the Bank assigns, transfers and pledges to the FHLB and grants to the FHLB a security interest in all property now or hereafter owned. However, the Bank has the right to use, comingle and dispose of the collateral it has assigned to the FHLB. LTnder the agreement. the Bank must maintain “eligible collateral” that has a “lending value” at least equal to the “required collateral amount”, all as defined by the agreement. At September 30, 1995 and 1994, the Bank pledged securities with amortized costs of approximately $22,500,000 and $52.316,000 and fair values of approximately $22,468,000 and $50,078,000 against specific FHLB advances. In addi- tion, certain loans are pledged as collateral, 12. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE At September 30, 1995 and 1994. securities sold under agreements to repurchase totaled $1,149,918 and $909,918, respectively. An analysis of securities sold under agreements to repurchase is as follows: Highest lnollth.end balmlce .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. . .A\.erage balance . .. .. .. ... . ... .. .. ... .. .... .. .. .. .. .... .. ... .. .. .. .... .. ... .. .. .. .. .. ... . ... .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. . Weighted average iuterest rate during the period .. ... . . . . .. .. .. . . . .. ... . . . .. .. ... . . . .. . Weighted average interest rate at end of period . .. .. ... .. .. .. .. ... .. .. .. .. .. .. ... . ... .. .... .. ... .. .. .. .. .. .. . Years ended SeDtember 30, 1995- $1,312,411 $1,139,431 1994 $2,398,070 $2,042,876 5,300/0 5,75% 6.80% 4,?oyo At September 30, 1995, securities sold under agreements to repurchase had maturities ranging from 2 to 15 months with a weighted average maturih- at September 30. 199.5 of 8 months, The Bank pledged securities with amortized costs of approximately $1,580,000 and $941,000 and fair values of approximately under agreements to repurchase. $1>603.000 and $921.000, respectively, at September 30, 1995 and 1994 as collateral for securities sold EMPLOYEE 13. ~ro~it Sharing Plan - The profit-sharing BENEFIT PLANS plan for sub- la based on compensation, Participant benefits become 20 stantially all full-time employees provides for the Company, percent vested after three years of service and then increas- at its option and subject to a percentage of emplo!-ee earn- es 20 percent each year until they are 100 percent ~~ested ings limitation imposed by the Internal Re~,enue Code. to after seven years of service. ESOP expense w-as $358,613 contribute to a trust created by the plan. Related expense and $198.100 for the years ended September 30.1995 and for years ended September 30, 1995, 199+ and 1993 was 1994. $106.188,$113,343, and $77,590, respectively, Emplou~ee Stock Oulnership Plan - A] I employees Company which was used to purchase 153,410 shares of meeting age and service requirements are eligible to p antici- the Company common stock. Through September 30, pate in the Employee Stock Ovnership Pla,l (the “ESOP’-) 1995, the ESOP has allocated to current and former partic- The ESOP was capitalized with a $1,534,100 loan from the established in fiscal year 1993, Contributions made by the ipants 56=690 shares. Bank to the ESOP are allocated to participants by a formu- [37] Incentive Compensation and Other Arrangements -. chase common stock of the Company pursuant to the option The Bank has an incentive compensation plan (the “Plan”) plan, ‘For *. year ended September 30, 1995 options in for selected officers. The Plan provides for armud bonuses based upon the achievement of pre-determined individual 3,50 d of $20,0~~er sharfi have been granted at an average exercise price share and expire September 28? 2005 For and Bank objectives. The Bank’s policy is to fund incentive the year ended September 30, 1994 options on 172, 85 I compensation as accrued. The totaf incentive compensation shares h~ve been granted at an average exercise price of expense was $93,400, $125,000 ~d $58,140 for the years $10.00 ~ r share and expire September 20,2003. No ended September 30, 1995, 1994 and 1993, respectively. options h v. been exercised or have expired during fiscal [ years 1995, 1994 or 1993, The Bank has entered into employment agreements with certain executive officers. Under the agreements, in the The Bank granted 4,794 and 70,952 restricted shares of event of vohmta~ or involuntary termination of employ- the Company’s common stock on May 23, 1994 and ment with the Bank and under specific circumstances (as September 20, 1993, respectively, to certain officers of he detailed in the agreements) the officer would receive com- Bank pursuant to the recognition and retention plan (the pensation based on average annual compensation. The “Plan”). The holders of the restricted stock have all of the agreements are in effect as long as the officer remains in the rights of a shareholder, except that they cannot sell, assi~m, employ of the Bank. pledge or transfer any of he restricted stock during the restricted period, The restricted stock vests at a rate of Stock Option and Incentiue Plans - Certain officers 25~0 on each anniversary of the grant date, and directors of the Bank have been granted options to pur- 14. INCOME TAXES The Company is permitted under the Internal Revenue Code (“the Code” ) to deduct an annuaf addition to a reserve for bad debts in determining taxable income subject to certain limitations, The bad debt deduction allowable under this method equals 80/0 of taxable income determined without regard to that deduction and with certain adjust- in taxable income of later years if the bad debt reserve is used subsequently for purposes other than to absorb bad debt losses. Because the Company does not intend to use the resem-e for purposes other than to absorb losses, no deferred income taxes have been provided in the accompanying consolidated financial statements. Retained ments. This addition differs from the bad debt experience earnings at September: 30, 1995 includes approximately used for financial accounting purposes. Bad debt deduc- $6,200,000 of such bad debt deductions for which no tions for income tax purposes are included deferred income taxes have been provided. Income tax expense (benefit) consists of the following: Years Ended Sentember . ...–. –— –r 3d. Current: Federal . . . . . . . . . . . . . . State . . . .. .. .. ... . . . . .. ... .. . . . . . .. ... . . . . . . . . . . . .. . ,... . . . $1,9+6,687 $1,348,519 324.000 150.000 $ 937,000 142,300 1995 1993 Deferred: 1.498.519 1.079”300 46,000 +.000 50,000 (59,700) (5,300) (65.000) (30,000) (+1000) (34.000) $2,.320,687 $1.433,519 $1.045,300 The ~;ompany’s provision for income taxes is reconciled with the amount of income tax computed by applying the federal statutory rate as follows: Years Ended September 30, 1995 1994 1993 Taxat E”ederal rate . . . .. .. .. ... . . . .. .. . . .. .. .. . . . . .. .. . . . $1.995.000 $1,327.790 $ 912.000 Increase (tiecreasc) resulting from: Baddebt deductioI1 -net . .. .. . . . .. .. .. . . .. ... . . . .. . . . . State income taxes - n~t of federal benefit Excess of cost over net assets a. quired .,.,.,.........................,.,.,., Fair value of ESOP shares released . .. .. ... . . . . . .. . . . . . Otller. net .. .. .. .... .. ... .. .. .. .... ... . ... .. .. .. .. .. . .... .. .. .... .. .. ... .. .. .... .. ... .. .. . 21+.000 4:3.000 +87000 20.687 (34.000) 99.000 21.279 — 19.+50 76,500 9+,000 — (37.200) Total income tax expense . .. . . . . . . . .. . . . .. ... . . . . . .. .. . . . . . $2,320.687 $1,433,519 $1.045.300 The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities at September 30, 1995 and 1994, are as follows: Deferred w assets: Reserve for losses on loans not currently deductible .. .... ... .................... ... Deferred loan fees .. .... ... ............ .... ....................... .... ................... .... .... ... Ma~ement ticentive proWm . ....... ............ .... ... ........................ ... ........ J Netunrealized loss on securities available-for-sale ......... .... ................... Other items .............. ..... ............... .... .... ............... .... ....... ................ .... .... Deferred tax liabihties: Federd Home Loa Bdstock ... .... ................... .... ....................... ........ . Net unrealized gain on securities available-for-sale ....... .... .... ....... .......... Other ....................... .... ....................... ... .................... .... ................... ...... 1995 1994 $228,000 $308,000 104,000 83,000 33.000 448.000 419,000 337,349 18,864 775.213 92,000 61,000 43,568 38,000 542,568 419,000 — 15,000 434,000 NetdefeITed tax asset (hdfi~) .. ............... .... .... .... ........ ....... .... .... ... ...... $(327.213) $108,568 Under APB No. 11, the provision for deferred income taxes for fiscal year ending September 30, 1993 is as follows: hterest ondehqent lores . .. .. . ... .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .... .. .. ... .. .. .. .. .. ... .. .. .. .... .. ... .. . Cmhtoaccmd mefiodadjustient .... .. ... .. .. .. .. .. .. ... .. .. .. .... .. .. ... .. .. .. .. .. ... .. .. .. .... .. ..=. . .. .. .. .. .. ... .. Deferred loanpardcipation pretiums . .. ... .. .. .. .... .. ... .. .. .. .. .. ..... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. . FHLBstock dividend .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... . ... .. .. ..... .. .. .. .. . .. .. ... .. .. .. .. .. .. ... . ... .. .. .. .. ... .. . .. .... .. .. Adjustientof sectities held forsdec.g value . .... ............... .... .... .... .... ....................... .... ... Deferred loan fees, net .. .. .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. . ... .. .. Write-down ofrate caps ............ .... ................... .... ... ................ .... .... ........................... ............... Ofier. net . .... .. .. .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. . ... .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ..... .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. ...... Total deferred income tazbenefit ......... .... .... .... ............ .. ... ............... ..... ... ..... ....... ..... .............. $(25,300) 34,300 (13,1X) (24,300) (5,600) $(34.000) 15. REGULATORY CAPITAL REQUIREMENTS At September 30, 1995 the Bank’s estimates of its capital amounts and the capital levels required under OTS capital regu- lations are as follows: Actual Requirement Excess Bank’s stockholder’s e~i@ . .. ... .. .. .. .... .. ... .. .. .. .... ..... .. . ... .. .. .. ... .. .. .. . $35,036,349 Less unrealized holding gain on securities availdle-for-sale, net.. Less intangible assets . . . . . .. . . . . . . . .. ... . . . . .. ... .. . . . . . .. ... . . Less phase-out of investments in non-includable subsidiaries . (539:023) (1,689,776) (73+,448) Tangible capital .. .. .. .. ... .. .. .. .. . ... .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. .. $32,073,102 S3,890,652 $28,182,+50 Tangible capital to adjusted assets (1),.,..., ... .. . .. .. .. .... .. .. ... .. .. .. .. .. .. 12.37y0 / l,so~o 10.87VO Core capital (Tier 1 capital) . . . . .. ... . . . . ... .. . . . . . ... . . . . . .. $32,073,102 I $7.781.304 S24.291.798 Core capital to adjusted assets (l) . .. .. .. ... . ... .. .. . ... ... .. .. .. .. .. .. ... .. .. .. .. 12.37yo / s:oo~o 9,37% Core capital . .. ... ... ... .. .. .. .. .. .... .. ... .. .. .. .. .. ... . ... .. ... ... .. ... .. .. .. .. .. .. ... .. .. .. $32.073,102 Plus gerleral loan loss allowances,,.,,,,,,...,,,...,....,.......,...,.............. Less assets requiredto be ded~lcted . .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. ... . .. ... 1,634,680 (~~,336) Risk-based capital (Total capital) . . . .. .. . . . . . . .. ... . . .. ... . . S33,633.4+6 $13,177,473 $20,+55,973 Risk-based capital to risk-weighted assets (2) . . . . 20,-f2Yo/ 8.00% 12,42% (1) Based on adjusted total assets totaling $259,376.80+. (2) Based on risk-weighted assets totaliug S164.718,+08. [39] The OTS, as the primary federal regulator of savings institutions, has broad supervisory and enforcement powers. The B~ is also subject to regulatory ~d supervisory enforcement authority under&e Federal Deposit Insurance Corporation (FDIC) with respect to certain activities that may pose a risk to the deposit insurance fond. At periodic intervals, both the OTS and the FDIC routinely examine the Bankis financial statements as part of heir legally prescribed oversight of the satigs and loan industry. Based on these exatninations, the regulators can direct the Bank’s financial statements be adjusted in accordance with their findings. The Federal Deposit Insurance Corporation Improvement Act of 1991, established five regulatory capital categories: well-capitalized, adeqttately-capitahzed, undercapitalized, significantly undercapitalized and critically undercapitalized; and authorized banking regtdatory agencies to take prompt corrective action with respect to institutions in the three under- capitalized categories. These corrective actions become increasingly more stringent as an institotionis regulatory capital declines, At September 30, 1995, the Bank exceeded the minimum requirements for the well-capitalized category as shown in tie following table. Tier 1 Capital to Adjusted Total Assets Tier 1 Capital to Risk- Weighted Assets \ Total Capital to Rlsk- Weighted Assets Actual capital .. .. ... .. .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .... ... .. .. .. . $32,073,102 .~’, $32,073,102 ] $33,633,446 J Percentage of adjusted assets .. .. .. .. .. ... .. .. .. .... .. .. ... .. .. .. .. .. .. ... .. .. .... .. . 12.37% / Minimum requirements to be classified well-capitalized . .. . . ... .. . 5.00% 19.47%/’ 6.00% 20.42%]’ 10.00% 16. COMMITMENTS AND CONTINGENCIES mitments d conditional obligations as it does for on-bal- In the normal course of business, the Bank makes various ance sheet instruments. cornrnitrnents to extend credit which are not reflected in the The Bank pledged securities with amortized costs of accompanying consolidated financial statements. At September 30, 1995 and 1994, the Bank had loan aPprofiatelY values of approximately $674657000 and $1074497000 ~d fair $6,412,000 and $9,802,000 at commitments approtiating $6,839,000 and $1,060,000, September 30, 1995 and 1994 as collateral for public respectively, excluding undisbursed portions of loans in funds on deposit, process. Loan commitments at September 30, 1995 include The Bank also pledged securities with amortized costs of commitments to originate fixed-rate loans with interest rates ranging from 7.75% to 11 .75Y. totaling $551.000, adjustable-rate loan commitments with an interest rate of 7.75~0 to 9.507. totaling $3,080,000 and purchase approximately $999,000 and $592,000 and fair values of approximately $1,006,000 and $578,000 at September 30, 1995 and 1994, respectively, as collateral for individual, trust, and estate deposits. adjustable-rate loan commitments of $3,208,000 with an The Bank also pledged securities with an amortized cost interest rate of 8.750/0 to 9.38°/0, Loan commitments at September 30, 1994 include commitments to originate fixed-rate loans with interest rates ranging from 8.757. to g.oo~o totaling $237,500, adjustable-rate loan commit- of approximately $690,000 and fair value of $691,000 as collateral for other deposits at September 30, 1994. There were no securities pledged as collateral for other deposits at September 30, 1995, ments with an interest rate of 6.500/0 to 8.250/0 totaling The Bank had purchased interest rate cap contracts with $822,500. Commitments, which are disbursed subject to certain limitations, extend over various periods of time. Generally, unused commitments are canceled upon expira- tion of the commitment term as outlined in each individual contract. The Bank’s exposure to credit loss in the event of non- performance by other parties to financial instruments for commitments to extend credit is represented by the contract tual amount of those instruments, The Bank uses the same credit policies and collateral requirements in making com- at a broker in the notional amount of $10,000,000 September 30, 1994, to reduce its long-term interest rate exposure, The agreement provided for the Bank to receive payments if the three month LIBOR rate exceeds a weighted average protected rate of 12°L. During the year ended September 30, 1994 and 1993, no payments were paid under the interest rate cap contracts. This agreement expired in fiscal year 1995, utilized in fiscal years 1995, 1994 or 1993. Interest rate swaps were not 17. SALES OF ASSETS AND DEPOSITS During the two years ended September 30, 1993, the Bank Loans held for sale, deposits and premises and equip closed one branch office and consolidated five others as part ment with book values of $2,173,000, S9.318,000 and of management’s long-tern business plan. $41,000. respectively, were sold during the year ended September 30.1993 resulting in a gain of $708,469. [40] 18. EXTRAORDINARY ITEM The Bank incurred prepayment penalties of $284,611, net Bank advances of $4,000,000. Such penalties vag based of tax benefits of $167,000 for the y-ear ended September on the remaining term to maturity (generally the closer the 30, 1993, related to the prepa~ent (with cash from opera- advauce to maturity, the less sibmificant the penal~), the tiorrs) of primarily long-te- fixed-rate Federal Home Loan contractual interest rate and *e current borrowing rate. 19. FIRST MIDWEST FINANCIAL, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION CONDENSED STATEMENTS OF FINANCIAL CONDITION at Sentember 30.1995 and 7994 Cash and cash eqrrivalents . .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. ... ... ... .. .. .. . Securities available. for.sale .. .. .. .. ... . ... .... .. .. ... .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. . Lomreceivables from ESOP .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. . Other assets .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... . ... .. .... ... .. .. .. .. .. .. ... . 1995 $1,161,376 $ 694,950 967,200 172,190 1994 415,412 235,625 1,186.000 463,297 Investment in subsidiaries .. .. ... .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. ... . 34,497,327 32,493,650 Total assets .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. .. .. ... . ... .. .. .. .. .. ... .. .... .. .. ... .. .. .. .. .. $37,493,043 $34,793,984 .Accrued expenses and other liabilities . .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .... .. ... .. .. .. .. .. $ 19,370 $ 11.588 Total liabilities ... .. .. .. .. .. .. .. ... .. .... .. ... .. .. .... .. .. ... .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. 19,370 11,588 CoInl~lon stock . .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. ~ldditional paid. ill capital . .. ... .. .. ... ... ... .. .. .. .. .. ... .. .. .. .. .. ... . ... .. .... .. ... .. .. .. .. .. ... .. Employee Stock Ownership Plan . .. .... ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. ... Retairled earrlillgs . ... .. ... .. .. .... .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. ... Treasuw stock . .. .. .. .. .. ... .. .. .... .. .. ... .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. ... .. .. .. .... ... .. .. .. .. .. ... Llnrealizrd gain on securities available-for-sale, net .. .. .. .. .. ... .. .. .. .. ... .. .. . .. .. . Total stockholders’ equih . .. .. ... .. .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. ... . ... .. .. .. .. ... .. .. .. .. . 19.915 19,915 19;310,0+5 18,955,192 (967,200) (1,186,000) 22,080,578 19,051,322 (3.002,207) (2,070,177) 32,542 12 1~~ 37,+737673 34,782,396 Total liabilities and stockholders’ equity .. .. .... .. .. ... .. .. .. .. ... .. .. .. .... ... .. .. .. .. . $37,*93,043 $3+.793,98+ CONDENSED STATEMENTS OF INCOME for the years ended September 30, 1995.7994 and 7993 1995 1994 Dit-idend income from the Bank .. .. .. .. ... . ... .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. .. hllerestincorne .. .. .... .. .. ... .. .. .. .. .. ... .. .. .... .. ... .. .. .. .. .. ... .. .. .. .. ... .. .. .. .... .. ... .. .. .. .. .. Gain on sale of securities available-for-sale . . . . .. ... . . olber expeuscs Iucomt before income taxe~ and equity in undi~tributed t,arrllllgsofs~lbsldlarles . . .. . . . .. . . . . .. . . . . . .. .. . . ... .. S1.800,000 177,901 517250 (132.175) l,g96,976 Itlcf)llletaxexperlse .. .. .. .. .. .. ... .. ... ... .. ... .. .. .. .. .. ... .. .. .... .. ... .. .. .... .. ... .. .. .... ... .. .. .. _. 50.000 blrolne before equity in undistributed rarnings of sub.sidiarics . . .. .. . . 1,8+6,976 $4,500,000 $ ~38,3~~ +6,342 (175.586) +.609,113 ——— .- 70,+82 +,538,631 1993 – 125+1 (5;) 1~,+8+ — 1~,+~+ Equily (10ss) in undistributed earniugs of subsidiaries . .. . . .. .. . . . 1.697,376 .— ~1.809,720) 1.3+0,02+ Net jllcome . .. .. .. . .. .. ... .. .. .... .. ... .. .. .. .. .. .. ... .. .... .. .. ... .. .... ... . ... .. .. .. .. ... .. .. .. .. ... .. .. $3,5+ +,332 $~,7~87911 $1.352,508 [+1] — ‘, . CONDENSED STATEMENTS OF CA6H FLOWS for ttseyeare - September 30, 1995, 1994 and 1993 ,. CASH FLOWS FROM OPERAT~G ACTIVITIES : Nettimme .. ... .. .... .. .. .. .. ... .. .. .... .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... $3,544,352 $.2,728,911 $ 1,352,508 Eqoity (1OSSJin undistributed earnings of subsidiaries .. .. . . . .. . (1,697,376) 1,809,7{0 (1,340,024) Amorttiationof recognition andretention plan,., . .. .. .. .. ... ...7.... Gain on sale of securities available-f~-sale . .. .. ... .. ... . .. .. .. ... .. .. .. . (Increase) decrease in other assets . .. .. ... .. .. .. .. .. .. .. ... .. .. .. .. ... .. .. .. . Increa]e (decrease) accmed expenses . .. .. ... ... . .. .. .. ... .. .. .. .. .. .... . .. . - 208,159 (51,250) 291,107 54,984 381,897 (46,342) (463,297) (82,764) — , 181,595 Netcash flows from operathg activities . .. .. .. .. .. ... .. .. .. .. .. ... .. . 2,349,976 4,328,125 ‘ 194,079 1995 1994 1933 CASH FLOWS FROM INVESTfNG ACTIVITIES: Investment in subsidiaries .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. .. Loanto ESOP .. ... .. .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. ... .. .. .... .. .. . Payment onlomfrom ESOP ... . .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. Purchase of securities availdle.for.sde . .. .. .. .. ... .. .. .... .. ... .. .. .. .. .. Proceeds from sale of securities available-for-sale .,.. ... .. ... . . . . Acquisition of assets and liabilities . . . .. . . . . . .. .. ... .. . . . .. ... . . . — — 218,800 (617,562) 241,875 – – 198,100 (333,550) 162,378 — (9,929,443) (9,250,000) (1,534,100) 150,000 – — – Net cash flows from investing activities . .. .. .. .. .. .. ... .. .. .. .. .. ... .. (156,887) (9,902,515) (10,634,100) CASH FLOWS FROM FINLNCING ACTIVITIES: . ... .. ... .. . . .. ... .. Proceeds from stock issuance . .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. . Stock issuance costs .. .. .. .. .. .. ... .. .. .. .. .. .. ... . ... .. .. .. ... .. .. .. .. .. ... .. .. .. ... Dividends paid .. .. .. .... ... .. .. .. .. .. ... .. .. .. .. ... .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. . Purchase of treasuq stock .. .. .. ... .. .. .. .. .. .. ... .. .. .. ... .. .. .. .. .. .. ... .. .. .. . — (515,0;) (932,030) — : (2,070,177) 19,176,250 (676,250) – — Yet cash flows from financing activities . .. .. .. .. ... .. .. .. .. .. .. ... .. . (1,447,125) (2,070,177) 18,500,000 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR.. 745,964 415,412 (7,644,567) 8,059,979 8,059,979 — CASH AND CASH EQUIVALENTS AT END OF YEAR . . . $1,161,376 $ 415,412 $8,059,979 20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) FISCAL YEAR 1995: Total interest income . . . . . . . $5,202> 586 { $5,558,039; $5,162,491 ~ $5,130,354{ December 31 March 31 Juna 30 September 30 Quarter Ended Total interest expense . ... . . ... .. ... . . . . ... . . . . .. 2,815,729 , 3,154,619: Net interest income .. .... .. .. ... .. .. .. .. ... .. .. .. .. .. ... .. .... Provision forlorn losses . .. ... .. .. .. .. ... .. .. .. .. .. ... .. .. .. Net incolne . .. .. .. ... .. .. .. .. .. .. ... .. .. .. ... .. .. .. .. .. ... . ... 2,386,857 30,000 $ 776,494, 2,403,420 30,000 ~ j 2,897,007 2,265,484 J I 2,7817369 .,, 2,348,985, 130,000 : 60.000 : $ 774,220 $1.262,075 $ 731,563 Earnings per share (fully diluted): Income before cumulative effect of changes in accounting principles . .. ... . . . . .. . Cumulative effects of changes in accounting principles .. .. ... .. .. .... ... .. .. .. .. .. ... .. .. .. . $0,43 , $0,4+ / $0.72 $0,41 Net income .. .. .. ... .. .. .... ... .. .. .... .. ... .. .. .... .. ... .. .. . $0.; $0.L $0.77 z ~ $0,; FISC;AL YEAR 1994: Total interest income . .. . . . . . . .. . . . . . .. ... . . . . .. Total interest expense .. .. .. . . . . .. .. ... . . .. . . . ... Net interest income .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. ... .. .. Pro\.ision forloan losses . .. .. .. .. ... .. .. .. .. ... .. .. .. .. ... .. Income before cumulative effect $2,741,732 1,355:277 1,386,455 — $2,894,417 1,211,200 1,683.217 255000 $4:506,061 2,169,440 2.336.621 —1 of changes in accounting principles ...,...,,.,,,.,.. 382.994 601,972 844,?65 (cumulative effects of changes in accounting principles .. .. .. ... .. .. .. .. .. ... .. .. .. .. ... . ... . 257,163 — — $5,010,481 2,546:57? 2,463.904 80,000 642,017 , Netirlcome .. .. .. .. .. ... .. .. .. .. ... .. .. .. .... ... .. .. .. .. ... .. . S 640,157, S 601,972 $ 844.765 ; $ 642,017 ! q FISCAL YEAR 1993: Total interest income . . . . . .. ... .. . . . . ... .. . . . ... $3,159,406 $2,930,886 $2,836,864 Total titerest e~ense .,.,..., . .. .. ... .. .. .. .. .. .. .. ... .. .. .. Nettiterest ticome .. ... . ... .. .. .. .. .. ... . ... .. .. .... .. ... .. .. Provision forlorn losses . .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. .. . Income before extraordinary items..,...,......,.,.,., Extiaorti~ item . .. ... .. .. .. .... .. .. ... .. ... . .. .. .. ... .. .. . 1,878,482 1,280,924 50,000 278,581 — 1,728,919 1,201,967 150,000 563,547 (284,611) 1,458,187 1,378,677 25,000 453,882 d J ~ $2,658,764~ 1,443,680 1,215,084 ‘ ~ — 341,109 Netticome ... .. .. .. .. .. .. ... .. .. .. .... .. ... .. .. .. .. .. .. ... .. . $ 278,581 $ 278,936 $ 453,8; $ 341,1ti 21. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, Disclosures About Fair l’alue of Financial Instruments, requires that the Company disclose estimated fair value amounts of its financial instruments. It is managements belief that the fair values presented below are reasonable based on the valuation techniques and data available to the Company as of September 30, 1995 and 1994, as more fu~y described below. It should be noted that the operations of the Company are managed from a going concern basis and not a liquidation basis. As a result, the ultimate value reahzed for the financial instruments presented cotid be substantially different when actually recognized over time through the normal course of operations. value. Neither of these components Additionally, a substantial have been given consideration in the presentation capitalization of fair values below. portion of the Comp any’s inherent value is the Bank’s and franchise The following presents the carrying value and fair value of the assets and liabilities held by the Company at September 30, 1995 and 1994, Tks information is presented solely for compliance with SFAS No, 107 and is subject to change over time based on a varie~ of factors. C;ay::g 1995 Approximate Fair Value Cy-r:g 1994 Approximate Fair Value SELECTED ASSETS: Cash (including short-term investments),.,. . $4,615,712 $4,615,712 $ 6,430,235 $6,430,235 Securities available-for-sale .. .. ... .. .. .. .. .. .. . .. .. .. .. .. . Mortgage-backed securities available-for-sale ,., 48,829,103 21,402,989 48,829,103 21,402,989 Securities held-to-maturi~ .,...,.,..,.,.,.,.,.,.,,..,,.,., Mortgage-backed securities held-to-maturity — — — 13,221,136 23,957:527 18,000,000 47,917,370 13,221,136 23,957,527 17,810,000 47,167,799 Loans receivable, net . . . . . .. . . . ... .. ... . . . . . .. 178,551,501 181,147,759 155,496,739 151,968,998 Federal Home Loan Bank stock .. .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. ... .. .. SELECTED LIABILITIES: Deposits: 32915,300 / “) 3,915,300, 31015,500 ; 3,015,50Q’ NOW checking accounts, . .. .. ... .. .. .. .. .. ... .. .. .. .. .. . $15,535,519 $15,535,519 $16,270,585 Passbook accounts ...,.,.,..........,.,.,.,.,........,.,.,,, klarket rate savings account s.. ... .. .. .. .. .. .. ... .. .. . 12,112,476 14,836,337 12,112,476 14,836,337 9,256,724 16,248.089 $16,270,585 9,2~6,72~ 16,248,089 Certificates of deposit . .. ... .. .. .. .. .. .. . .. .. .. .. .. .. ... .. . 129,308,665 130,292,108 134,391,309 134,376,913 Total deposits .. ... .. .. .. .... .. ... .. .. .. .. .. .. ... .. .. .. .. .. .. 171,792.997 172>776,440 176.166.707 176.152.311 Advances from Federal Home Loan Bank . . . . .. Other borrowtigs . .. .. ... .. .. .... .. .. .. ... .. .. .. .. .. ... .. .. .. .. 51,098.388 1,149.91{ .51,123, +67 60;308,065 60.382,944 l,14?,622~ 909,918 898,842 OFF-BAL.KNCE SHEET INSTRLN~NTS: Commitments . ... .. .. .. .... .. .. .. ... .. .. .. .. ... .. .. .. . .. .. .. .. . S 6.839,000 $ 6,839,000 $ 1,060,000 $ 1,060,000 [43] The foHowing sets f~ financial Company’s he m;thods and tisumptions used in determiningg the fair vrdue estimates for the irtsments at Septetii 30,1995 and 1994. Cash and Shor& Term Investments - The book value Bank’s long-term relationships with its deposit custome~s of cash and short-term investment is assumed to approxi- (core value of deposits intangible) since such intangible is mate the fair value of such assets. not a financial instrument as defined under SFAS No. 107. Securities - Quoted market prices or dealer qnotes were Aduances from Federal Home Loan Bank - The fair used to determine the fair value of securities available-for- value of such advances was estimated by discounting the “ sale and held-to-maturity, Mortgage-Backed Securities - For mortgage-backed securities available-for-sale and held-for-maturity, the Bank has utilized quotes for similar or identical securities in an actively maded market, where such a market exists, or has obtained quotes from independent security brokers to determine the fair value of such assets. expected future cash flows using current interest rates as of September 30, 1995 and 1994, for advances with similar terms and remaining maturities. Securities Sold Under Agreements to Repurchase - The fair value of securities sold under agreements to repur- chase was estimated by discounting the expected future cash flows using derived interest rates approximating mar- ket over the contractual maturity of such borrowings. Loans Receivable - The fair value of loans receivable was estimated by discotmting the future cash flows using the current rates at which similar loans would be made to bor- Commitments - The commitments to originate and pur- chase loans have terms that are consistent with current rowers with similar credit ratings and for similar remaining market terms, Accordingly, the Bank estimates that the maturities. When using the discounting method to deter- face amounts of these commitments approximates amor- mine fair value, loans were gathered by homogeneous tized cost, groups with similar terms and conditions and discount~at a target rate at which similar loans wodd be made to bor- Limitations - It must be noted that fair value estimates rowers as of September 30, 1995 and 1994. The fair value are made at a specific point in time, based on relevant mar- of bans held for sale is determined by outstanding pmmit- ket information about the financial instrument. Addition- ments from investments or current investor yield require- ally, fair value estimates are based on existing on- and off- ments calculated on an aggregate loan basis, In addition, balance sheet financial instruments without attempting to wh~ computing the estimated fair value for all loans, estimate the value of anticipated future business, customer allowances for loan losses have been subtracted from the relationships and the value of assets and liabilities that are calculated fair value for consideration of credit issues, not considered financial instruments. These estimates do not reflect any premium or discount that could result from Federal Home Loan Bank Stock - The fair value of offering the Company’s entire holdings of a particular such stock approximates book value since the Bank is able financial instrument for sale at one time. Furthermore, to redeem this stock with the Federal Home Loan Bank at since no market exists for certain of the Company’s finan- par value. cial instruments, fair value estimates may be based on judg- ments regarding future expected loss experience, current Deposits - The fair value of savings deposits were deter- economic conditions, risk characteristics of various financial mined as follows: (i) for passbook accounts, market rate instruments, and other factors. These estimates are subjec- savings accounts and NOW checking accounts, since such tive in nature and involve uncertainties and matters of sig- deposits are immediately withdrawable, fair value is deter- nificant judgment and therefore cannot be determined with mined to approximate the carrying value (the amount a high level of precision. Changes in assumptions as well as payable on demand); (ii) for certificates of deposit, the fair tax considerations could significantly affect the estimates. value has been estimated by discounting expected future Accordingly, based on the limitations described above, the cash flows by the current rates offered on certificates of aggregate fair value estimates are not intended to represent deposit with similar remaining maturities. In accordance the underlying value of the Company. on either a going with SFAS No. 107, no value has been assigned to the concern or a liquidation basis, RECENT ACCOUNTING 22. Accounting bj- Creditors for Impairment of a Loan - In hlay 1993. theFinancial Accounting (FASB) issued SFAS No. 114. Accounting Standards Board STATEMENTS by Crrditorsfor ized as well as collateralized, except large groups of smaller- balance homogeneous loans that are collectively evaluated for impairment, loans that are measured at fair value or at Impairrrrrnt ofu Loan. SFA6 N{). 114, as amended by the lower of cost or fair value, leases, and debt securities as SFAS No, 118. Accounting by Creditors for Irnptsirnzent of a defined in SFAS No. 115, Accoarltingfor (Uertain Loan - Into/ne Recognition and Disclosure in October 1994, Inl,estrnents in Debt and Equit}- Securities. SFAS No. 114 is applicable to all creditors and to all loans, uncollateral - aPPlies to all loaIls that are restructured in a troubled debt [44] restructuring involving a modification of terms. SFAS No. identifiable intangibles and goodwill. This statement does 114 requires that impaired assets which are within the not apply to core deposit intangibles or mortgage and other scope of this Statement be measured based on the present servicing rights. The provisions of this statement require value of expected future cash flows discounted at the loan’s that long-lived assets and certain identifiable intangibles to effective interest rate or, as a practical expedient, at the be held and used should be reviewed for impairment when- loan’s observable market price or the fair value of the col- ever events or changes in circumstances indicate that dre lateral if the loan is collateral dependent. carrying amount of an asset may not be recoverable. In performing the review of recoverability, the provisions of SFAS No. 114 amends SFAS No. 5, Accounting for SFAS No. 121 require tie estimation of the expected future Contirsgerrcie~, to clarify that a creditor shotdd evaluate the cash flows (undiscounted and without interest charges) to collectibili~ of both contractual interest and contractual result from the use of the asset and its eventuaf disposition principal of all receivables when assessing dre need for a with an impairment loss recognized if the sum of such cash loss accrual. This Statement also amends SFAS No. 15, flows is less than the carrying amount of the asset. SFAS .4ccounting by Debtors and Creditors for Troubled Debt No. 121 is effective for fiscal years beginning after Re~tructurirrgs, to reqtiie a creditor to measure all loans December 15, 1995, or effective as of October 1, 1996, for that are restructured in a troubled debt restructming the Company. Management of the Company has not deter- involving a modification of terms in accordance with this m’med the time period in which to implement the provisions Statement, of SFAS No. 121 and does not believe such adoption of SFAS No, 121 will have a material effect on the Company’s SFAS No. 114 and SFAS No. 118 applies to financial state- financial position or results of operations. ments for fiscal years begiming after December 15, 1994. The Company does not believe the effect of these statements Accounting for Mortgage Seruicing Rights - In Mav will have a significant impact on its financial statements. 1995, the FASB issued Statement of Financial Accounting Disclosure of Certain Significant Risk? and Uncertainties - In December the Accounting 1994, Standards No. 122 (SFAS No, 122) entitled Accountingfor ,Mortgage Servicing Rights, SFAS No. 122 amends SFAS No, 65, Accounting for Certain Mortgage Banking Standards Executive Committee issued Statement of Operations by eliminating the distinction in accounting for Position 94-6 (SOP 94-6) entitled Disclosure of Certain mortgage servicing rights depending on whether the loan SignE~cant Risks and ~~rtcertuinties. The disclosures was originated by the semricer or purchased. SFAS No, 122 required by SOP 94-6 focus primarily on risks and uncer- requires mortgage servicers that sell or securitize loans and tainties that could significantly affect the amounts reported retain the servicing rights to allocate the total cost of the m the financial statements in the near term or the near- loans to the servicing rights and loans based on their fair term functioning of the reporting enti~. The risks and value if practicable to estimate. If not practicable, the cost uncertainties this SOP deals with result from the nature of of acquiring the 1oans should be allorated to the mortgage the entity’s operations, from the necessary use of estimates loans only. Purchased mortgage semticing rights are mort- in the preparation of the entity’s financial statements, and gage servicing rights that have been purchased from other from significant concentrations in certain aspects of the parties. Originated mortgage servicing rights generally rep- entity’s operations. This disclosure requirements of the resent the mortgage semicing rights acquired when an insti- SOP in many circumstances arp similar to or overlap the tution originates and subsequently sell mortgage loans but disclosure requirements in certain pronouncements of the retains the servicing rights. Currentl~, only purchased F.4S13 and the Securities and Exchange Commission. The mortgage servicing rights are capitalized as assets. provisions of SOP 94-6 are effective for fiscal years ending EIowever, upon implementation of SFAS .No. 122. origi- after December 5, 1995. or effective as of October 1, 199.5. nated mortgage servicing rights must be capitalized as for the Company, and for financial statements for interim assets on a prospective basis. In addition, SFAS No. 122 periods in fiscal !-ears subsequent to the year for w-hich the requires all capitalized mortgage servicing rights, both orig- SOP is first applied. Since this statement requires only dis- inated and purchased to be evaluated for impairment closures, in most cases, having already been met by compli- based on their fair values, ance with other authoritative pronouncements, the provi- SFAS No. 122 is effectivp for fiscal years beginning after sions of SOP 9+-6 will not affect the Con nancial December 15, 1995. or effective as of October 1.1996 for pt)sition or results of operations. Accounting for the Impairment of I .~s;sets - In }Iarcb the 1’inancial 1995. S( andards Board (FAS13) issue(l Statenl, Accoun~ing Standards No. 121 (SFAS i’ the Company, with earlier application encouraged and retroactive resi alemenl prohibited. The eft”ec[ of SF.kS No. 122 is dependent, among other items, upon the volume and type of loans originated, the general levels of market inter- est rates and the rate of estimated loan prcpa~rneuts. Management of the Company is currently reviewing the ‘ed ng ancia] ?utitled ..lc..rol~rtting for th~ Irrlpairrrtent tsf Lrsng-L ired .Asset~ artdfor prol-isious of this statement to determine its ilrllJltlllerltatit]rl Lortg-Lire(/ A.s.sets to be Disposed Ofi SF.4S No. 121 estab- date and has not as of this date (Irtermiuerl (he effect of lishes accounting standards for the rerogniiiou and mea- such impletnentalior~. suuemeu{ oi the impairment of loug-lived assets, certain [45] . Accounting for Stock-Based Compensation - In by Accounting Principles Bu~etin Opinion No, 25. Entities October 1995, the FASB issued SFAS No. 123 entitled electing to remain with the accounting in Opinion 25 must Accounting for Stock-Based Compensation. SFAS No. 123 make pro forma disclosures of net income and, if presented, establishes financial accounting and reporting standards for earnings per share, as if the fair value based method of stock-based employee compensation plans. Those plans accounting defined in SFAS No. 123 had been applied, include all arrangements by which employees receive shares The accounting requirements of SFAS No. 123 are effec- of stock or other equity instruments of the employer or the tive for transactions entered into in fiscal years that begin employer incurs liabilities to employees in amounts based after December 15, 1995 while the disclosure requirements on the price of the employer’s stock including stock pur- are effective for financial statements for fiscal years begin- chase plans, stock options and restricted stock, The Statement defines a fair value based method of accounting ning after December 15, 1995. Pro forma disclosures required for entities that elect to continue to measure com- for an employee stock option or similar equity instrument pensation cost using Opinion No. 25 must include the and encourages all entities to adopt that method of account- effects of all awards granted in fiscal years that begin after ing for all of their employee stock compensation plans. December 15, 1994. Management of the Company is cur- However, the Statement also allow-s an entity to continue to rently reviewing the provisions of this statement to deter- measure compensation cost for those plans using the intrin- mine the effect of implementation. sic value based method of accounting presently prescribed RodneyG. Muilenburg Dairl- Specialist. Siollx (Jity Division l’~lril]a l’Iills. S~orlll Lake. Inc. Iolva for Board Steven P. Myers Tire (:llairlrlan Ofthe ancl Senior \;ice Prrsidcnt First Nlidw-est Finantial. and Senior \Tice President for t;irsl Federal Sa~-ings Bank of the \lidwest Inr,, E.Wayne Cooley Exe(’llti\e Secretary J. Tyler Haahr Partner in the Law Firnl of Iow-a Cirls- High Lrwis and Rota School .Atldetic [nion IIes Nloincs, Iowa IJ.IJ.P, Phoenix, Arizona E.ThurmanGaskill Ow-nt’r (Jrain Farnling operation (jor\\-ith, Iow-a James S. Haahr of the (lhairrnan Board. President af]d (;E() for First Nlidwest Finail( ial. and First Federal Sa~~ings Bank of tile l’Iidwest Inr., [+7] . From left to right: I.[]ri( 1. \\ illll,(ttl(L IJIIII,II(I ,1. \\ i!l(ll(,ll Irlll \. il(, \(ll - h]i. {i [. l’11~ sl(, \lll [’. \l\(,l. .I;LIII(. >. I Iilclllr +11.tIII (’. \ iIII Si,l,lt Iil(llclr(l \. \\ ,11(1( \l(lo(l\ \. III I(LI,I1(I:IIII E.XEC;~JTIK7E OFFI(;ERS [+5] — ADDITION.~LFl~srrFRD~R.~LSAJTINCSBANK OFFICERSiINDM.AYAC~JT~NT Main Bank Office — Storm Lake, Iowa Barbara A. Kestel Lxectltive Secretar}- Dan B. Berglund Assistarlt Secreti~l? Brad A. Lenhart \ssistallt (;ontr’ollt;r Treasurer & Nyla Bertram ,f~ssistant Secrt, Lar~- Savings Other Bank Offices Linda L. Groth :Issistani Secretary- ,4ccotlnt Ser~ices Cindy J. Pudenz Relireruelli Plans .4c11nirlistrator Vicki D. Page )icc;oul~r Semi[;cs Supervisor Carol A. Pierce Regio[la I l’i(e Prcsi(lel]t la~lrells off’i(’c Virginia M. Thayer Bran(l) h~ana:er oclcl)olt office Deb Baker offic:e Sul]ervi$or Storul l.alie Plaza Office Marlene M. Nimke offi[:e Supervisor Nlanson of’fi(;e Karen Wailer Regions 1 Jice Prt>,si(ient Jlallson O[lice Marilyn C, Wlnkel 13ran[;ll N1ana:er Sac Citl O(fire Laureen L. Snyder Brau(}l Nianaper 1,ake View- office Renae Babcock offite S~lpervisor ociebolt offi(e Kate Ellis office SuperTi.sor I.atlrells Office Charlene M. Kilbride office S(lpervisor ( :itl- office Sa( Brookings Division James C.Wlnterboer Presiclellt Brookiugs l~ecleral Robert L. Brooks I;i(:e Prchiclcllt/ Set)ior Br-ookiugs Fc(leral lJOatI offi(-er Jay M, Johnson Issistant Vice Presiciftnt Brookillgs Fccleral John D. Heylens loan offi[’er Brookiugs Fe{ieral Steve C. Almos .Lssistant Vice Presi[letlt :Igriclllttlral I,otins Brookings Fe(lt’ral Cheryl A. Engel (l~lsto~llf’r Service Supervisor Brookings Fecieral Susan E. Schutt Director of N1arketirlg & Sales Brookings lJcclcral [+9] CORPORATEINFORMATION Corporate Headquatiers Financial, First Midwest First Federal Building IIIC.. Fifth at Erie P.O. Box 1307 Storm Lake, Iom7a 50588 Annual Meeting of Stockholders The Annual Meeting of Stockholders will convene at 1 p.m. on Tuesday-, Janua~ 23, 1996. The meeting will be held in the Board Room of First Federal Savings Bank of the Midwest, Fifth at Erie, Storm Lake, low’a. Further information =ith regard to this meei ing can be found in the proxy statement. General Counsel Mack. Hansen. Gadd, Armstrong & Schiller, P. C, 316 P;ast Sixth Street Storm Lake. Iowa 50588 Special Counsel Silver, Freedman & Taff 1100 Neti }’ork Avenue NVi w~ashington. DC 20005-393+ STOCKMARKET INFORMATION Independent Auditors Deloitte & Touche 1.1P 2000 First A“ational Cellter Omaha., Nebraska 68012 desiring to change the name, address or Stockholder Services and Investor Relations Stockholders ownership of stock, to rcpor-t lost certificates consolidate transfer agent: should contact accounts or to the colporatiorl-s Registrar & Transfer Company 10 Commerce Drive Crallford, New Jersey 07016 1-800-368-.5948 investors and others seeking a copy Analysts, of the Form 10-K or other public should contact: fi nauc,i al infolmlation - Attention: Kristi L. Fre~-, l~inancial, Inc., In~cstor Relations First Midwest First Frdcral Building. P,(), Box 1307. Storm Lake. Telephone 712-732-4117 Io~va 50.588 fiifth at Erie. First Midwest Financial. Inc. “s common using the cornrnon stock symbol for our stock under the abbreviation ‘-CASH-7. stock is traded through the A-asdaq A-al ional Market Slsteru informai The 1~’all Street Journal p ~lblishes daily trading ion ‘LFst\fidmFnl”’ in the Natiolla] l’larket Listin~, 199+ p:ji(’nd 1995 ~)~iend Fiscal Year 199+ Fiscal Y-ear 1995 Low High Low High First quarter . . Second quarter . . . . N/A . N/A Third quarter . . . . . . . . . . . . . . . . N/A l;ourth quarter .,,,,...,,,.,. N/,1 $,075 $.()?5 $,075 $,o~~ $1+,25 S1:3,25 SI:3,00 S1+,2S $17.()() $15.75 $15.00 $16.50 S1+,25 S1+,25 S1+,25 S17,38 S16,00 s16,25 S17, F50 S21,75 As of September 30, 1995. thrre were 1,7?4,025 shares of common stock outstanding which were held by 3+6 stockholders of record. and 176.09+ shares subject to outstanding options. ‘rhe stockholders of record munber doeh not reflect the persoui or entities who hold [heir stock in nominee or ‘“’street’” nalne, As or September First MirlIvcst Financial. :30.1 ‘)95. Inc.. stock: the follo~ving srct~rities firnls illdical etf They were actiIlg as markel makers for Iierzog. Heine, Geduld, Inc. John C. Kinuard & Co. Keruper Securities Group Inc. Mayer & Schweitzer Inc. Inc. Piper Jaffl-a\ Companies Rolbert \V. Baird & Co.l Inc. ln[-. Sterue. Agee & Leach IIo~~re,Barnes & Johnsont Inc. [.5oj

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