AMES NATIONAL CORP - Annual Report: 2006 (Form 10-K)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the fiscal year ended December 31, 2006.
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Commission
File Number 0-32637.
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AMES
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
IOWA
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42-1039071
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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405
FIFTH STREET, AMES, IOWA
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50010
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(Address
of principal executive offices)
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(Zip
Code)
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(515)
232-6251
(Registrant's
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange
Act: NONE
Securities
registered pursuant to Section 12(g) of the Exchange Act:
COMMON
STOCK, $2.00 PAR VALUE
(Title
of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes o No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes
o No
x
Note
–
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under
those Sections.
Indicate
by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90
days. Yes x
No o
Indicate
by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part
III
of this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
|
Accelerated
filer x
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Non-accelerated
filer o
|
Indicate
by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o No
x
As
of June 30, 2006, the aggregate
market value of voting stock held by non-affiliates of the registrant, based
upon the closing sale price for the registrant’s common stock in the NASDAQ
Capital Market, was $195,454,346. Shares of common stock beneficially
owned by each executive officer and director of the Company and by each person
who beneficially owns 5% or more of the outstanding common stock have been
excluded on the basis that such persons may be deemed to be an affiliate of
the
registrant. This determination of affiliate status is not necessarily
a conclusive determination for any other purpose.
The
number of shares outstanding of the
registrant’s common stock on February 28, 2007, was 9,425,013.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive
proxy statement, as filed with the Securities and Exchange Commission on March
16, 2007, are incorporated by reference into Part III of this Form
10-K.
1
TABLE
OF CONTENTS
Part
I
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Item
1.
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Item
1A.
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Item
1B.
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Item
2.
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Item
3.
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Item
4.
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Part
II
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Item
5.
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Item
6.
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Item
7.
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Item
7A.
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Item
8.
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Item
9.
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Item
9 A.
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Item
9 B.
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Part
III
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Item
10.
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Item
11.
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Item
12.
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Item
13.
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Item
14.
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Part
IV
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Item
15.
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PART
I
ITEM
1.
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BUSINESS
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General
Ames
National Corporation (the "Company") is an Iowa corporation and bank holding
company registered under the Bank Holding Company Act of 1956, as
amended. The Company owns 100% of the stock of five banking
subsidiaries consisting of two national banks and three state-chartered banks,
as described below. All of the Company’s operations are conducted in
the State of Iowa and primarily within the central Iowa counties of Boone,
Story
and Marshall where the Company’s banking subsidiaries are
located. The Company does not engage in any material business
activities apart from its ownership of its banking subsidiaries. The
principal executive offices of the Company are located at 405 Fifth Street,
Ames, Iowa 50010 and its telephone number is (515) 232-6251.
The
Company was organized and incorporated on January 21, 1975 under the laws of
the
State of Iowa to serve as a holding company for its principal banking
subsidiary, First National Bank, Ames, Iowa ("First National") located in Ames,
Iowa. In 1983, the Company acquired the stock of the State Bank &
Trust Co. ("State Bank") located in Nevada, Iowa; in 1991, the Company, through
a newly-chartered state bank known as Boone Bank & Trust Co. ("Boone Bank"),
acquired certain assets and assumed certain liabilities of the former Boone
State Bank & Trust Company located in Boone, Iowa; in 1995, the Company
acquired the stock of the Randall-Story State Bank (”Randall-Story Bank”)
located in Story City, Iowa; and in 2002, the Company chartered and commenced
operations of a new national banking organization, United Bank & Trust NA
(“United Bank”), located in Marshalltown, Iowa. First National, State
Bank, Boone Bank, Randall-Story Bank and United Bank are each operated as a
wholly owned subsidiary of the Company. These five financial
institutions are referred to in this Form 10-K collectively as the “Banks” and
individually as a “Bank”.
The
principal sources of Company revenue are: (i) interest and fees earned on loans
made by the Banks; (ii) service charges on deposit accounts maintained at the
Banks; (iii) interest on fixed income investments held by the Banks; (iv) fees
on trust services provided by those Banks exercising trust powers; and (v)
securities gains and dividends on equity investments held by the Company and
the
Banks.
The
Banks’ lending activities consist primarily of short-term and medium-term
commercial and residential real estate loans, agricultural and business
operating loans and lines of credit, equipment loans, vehicle loans, personal
loans and lines of credit, home improvement loans and secondary mortgage loan
origination. The Banks also offer a variety of demand, savings and
time deposits, cash management services, merchant credit card processing, safe
deposit boxes, wire transfers, direct deposit of payroll and social security
checks and automated teller machine access. Four of the five Banks
also offer trust services.
The
Company provides various services to the Banks which include, but are not
limited to, management assistance, internal auditing services, human resources
services and administration, compliance management, marketing assistance and
coordination, loan review and assistance with respect to computer systems and
procedures.
Banking
Subsidiaries
First
National Bank, Ames, Iowa. First National is a nationally-chartered,
commercial bank insured by the Federal Deposit Insurance Corporation (the
“FDIC”). It was organized in 1903 and became a wholly owned
subsidiary of the Company in 1975 through a bank holding company reorganization
whereby the then shareholders of First National exchanged all of their First
National stock for stock in the Company. First National provides
full-service banking to businesses and residents within the Ames community
and
surrounding area. It provides a variety of products and services designed to
meet the needs of the market it serves. It has an experienced staff of bank
officers including many who have spent the majority of their banking careers
with First National and who emphasize long-term customer relationships. First
National conducts business out of three full-service offices and one super
market location, all located in the city of Ames. A new
full-service branch office is being built in Ankeny, Iowa and is expected to
open in the second quarter of 2007.
As
of
December 31, 2006, First National had capital of $41,284,000 and 88 full-time
equivalent employees. Full-time equivalents represent the number of people
a
business would employ if all its employees were employed on a full-time basis.
It is calculated by dividing the total number of hours worked by all full and
part-time employees by the number of hours a full-time individual would work
for
a given period of time. First National had net income of $5,938,000 in 2006,
$6,417,000 in 2005, and $6,949,000 in 2004. Total assets as of December 31,
2006, 2005 and 2004 were $423,517,000, $413,412,000, and $436,074,000,
respectively.
State
Bank & Trust Co., Nevada, Iowa. State Bank is an Iowa,
state-chartered, FDIC insured commercial bank. State Bank was
acquired by the Company in 1983 through a stock transaction whereby the then
shareholders of State Bank exchanged all their State Bank stock for stock in
the
Company. State Bank was organized in 1939 and provides full-serve
banking to businesses and residents within the Nevada area from its main Nevada
location and two offices, one in McCallsburg, Iowa and the other in Colo,
Iowa. It is strong in agricultural, commercial and residential real
estate lending.
As
of
December 31, 2006, State Bank had capital of $11,298,000 and 22 full-time
equivalent employees. It had net income of $1,310,000 in 2006, $1,401,000 in
2005 and $1,707,000 in 2004. Total assets as of December 31, 2006, 2005 and
2004
were $114,266,000, $112,626,000 and $112,599,000, respectively.
Boone
Bank & Trust Co., Boone, Iowa. Boone Bank is an Iowa,
state-chartered, FDIC insured commercial bank. Boone Bank was organized in
1992
by the Company under a new state charter in connection with a purchase and
assumption transaction whereby Boone Bank purchased certain assets and assumed
certain liabilities of the former Boone State Bank & Trust Company in
exchange for a cash payment. It provides full service banking to
businesses and residents within the Boone community and surrounding
area. It is actively engaged in agricultural, consumer and commercial
lending, including real estate, operating and equipment loans. It
conducts business from its main office and a full service branch office, both
located in Boone.
As
of
December 31, 2006, Boone Bank had capital of $12,490,000 and 26 full-time
equivalent employees. It had net income of $1,636,000 in 2006,
$1,849,000 in 2005 and $2,059,000 in 2004. Total assets as of December 31,
2006,
2005 and 2004 were $103,225,000, $108,780,000 and $112,578,000,
respectively.
Randall-Story
State Bank, Story City, Iowa. Randall-Story Bank is an Iowa,
state-chartered, FDIC insured commercial bank. Randall-Story Bank was
acquired by the Company in 1995 through a stock transaction whereby the then
shareholders of Randall-Story Bank exchanged all their Randall-Story Bank stock
for stock in the Company. Randall-Story Bank was organized in 1928
and provides full-service banking to Story City and the surrounding area. While
its primary emphasis is in agricultural lending, Randall-Story Bank also
provides the traditional lending services typically offered by community
banks. The bank closed its office in Randall, Iowa in 2006 as the
result of the community’s declining population base.
As
of
December 31, 2006, Randall-Story Bank had capital of $7,871,000 and 15 full-time
equivalent employees. It had net income of $902,000 in 2006, $869,000
in 2005 and $1,036,000 in 2004. Total assets as of December 31, 2006, 2005
and
2004 were $73,777,000, $70,371,000 and $74,427,000, respectively.
United
Bank & Trust NA,
Marshalltown, Iowa. United Bank is a nationally-chartered, commercial bank
insured by the FDIC. It was newly chartered in June of 2002 and offers a broad
range of deposit and loan products, as well as Internet banking and trust
services to customers located in the Marshalltown and surrounding Marshall
County area.
As
of December 31, 2006, United Bank
had capital of $7,581,000 and 21 full-time equivalent employees. United Bank
had
a loss of $58,000 in 2006 and a profit in 2005 and 2004 of $124,000 and
$105,000, respectively. Total assets as of December 31, 2006, 2005
and 2004 were $95,619,000, $94,684,000 and $89,653,000,
respectively.
Business
Strategy and Operations
As
a
locally owned, multi-bank holding company, the Company emphasizes strong
personal relationships to provide products and services that meet the needs
of
the Banks’ customers. The Company seeks to achieve growth and maintain a strong
return on equity. To accomplish these goals, the Banks focus on small to medium
size businesses that traditionally wish to develop an exclusive relationship
with a single bank. The Banks, individually and collectively, have the size
to
give the personal attention required by business owners, in addition to the
credit expertise to help businesses meet their goals.
The
Banks
offer a full range of deposit services that are typically available in most
financial institutions, including checking accounts, savings accounts and time
deposits of various types, ranging from money market accounts to longer-term
certificates of deposit. One major goal in developing the Banks' product mix
is
to keep the product offerings as simple as possible, both in terms of the number
of products and the features and benefits of the individual services. The
transaction accounts and time certificates are tailored to each Bank's principal
market area at rates competitive in that Bank’s market. In addition,
retirement accounts such as IRAs (Individual Retirement Accounts) are available.
The FDIC insures all deposit accounts up to the maximum amount. The Banks
solicit these accounts from small-to-medium sized businesses in their respective
primary trade areas, and from individuals who live and/or work within these
areas. No material portion of the Banks' deposits has been obtained
from a single person or from a few persons. Therefore, the Company
does not believe that the loss of the deposits of any person or of a few persons
would have an adverse effect on the Banks' operations or erode their deposit
base.
Loans
are
provided to creditworthy borrowers regardless of their race, color, national
origin, religion, sex, age, marital status, disability, receipt of public
assistance or any other basis prohibited by law. The Banks intend to
fulfill this commitment while maintaining prudent credit
standards. In the course of fulfilling this obligation to meet the
credit needs of the communities which they serve, the Banks give consideration
to each credit application regardless of the fact that the applicant may reside
in a low to moderate income neighborhood, and without regard to the geographic
location of the residence, property or business within their market
areas.
The
Banks
provide innovative, quality financial products, such as Internet banking and
trust services that meet the banking needs of their customers and communities.
The loan programs and acceptance of certain loans may vary from time-to-time
depending on the funds available and regulations governing the banking industry.
The Banks offer all basic types of credit to their local communities and
surrounding rural areas, including commercial, agricultural and consumer
loans. The types of loans within these categories are as
follows:
Commercial
Loans. Commercial loans are typically made to sole proprietors, partnerships,
corporations and other business entities such as municipalities and individuals
where the loan is to be used primarily for business purposes. These loans are
typically secured by assets owned by the borrower and often times involve
personal guarantees given by the owners of the business. The types of
loans the Banks offer include:
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financing
guaranteed under Small Business Administration
programs
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operating
and working capital loans
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loans
to finance equipment and other capital
purchases
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commercial
real estate loans
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business
lines of credit
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term
loans
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loans
to professionals
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letters
of credit
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Agricultural
Loans. The Banks, by nature of their location in central Iowa, are
directly and indirectly involved in agriculture and agri-business
lending. This includes short-term seasonal lending associated with
cyclical crop and livestock production, intermediate term lending for machinery,
equipment and breeding stock acquisition and long-term real estate lending.
These loans are typically secured by the crops, livestock, equipment or real
estate being financed. The basic tenet of the Banks' agricultural
lending philosophy is a blending of strong, positive cash flow supported by
an
adequate collateral position, along with a demonstrated capacity to withstand
short-term negative impact if necessary. Applicable governmental
subsidies and affiliated programs are utilized if warranted to accomplish these
parameters. Approximately 14% of the Banks' loans have been made for
agricultural purposes. The Banks have not experienced a material
adverse effect on their business as a result of defaults on agricultural loans
and do not anticipate at the present time experiencing any such effect in the
future.
Consumer
Loans. Consumer loans are typically available to finance home improvements
and
consumer purchases, such as automobiles, household furnishings, boats and
education. These loans are made on both a secured and an unsecured
basis. The following types of consumer loans are
available:
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automobiles
and trucks
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boats
and recreational vehicles
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personal
loans and lines of credit
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home
equity lines of credit
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home
improvement and rehabilitation
loans
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consumer
real estate loans
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Other
types of credit programs, such as loans to nonprofit organizations, to public
entities, for community development and to other governmental offered programs
also are available.
First
National, Boone Bank, State Bank
and United Bank offer trust services typically found in a commercial bank with
trust powers, including the administration of estates, conservatorships,
personal and corporate trusts and agency accounts. The Banks also
provide farm management, investment and custodial services for individuals,
businesses and non-profit organizations.
The
Banks
earn income from the origination of residential mortgages that are sold in
the
secondary real estate market without retaining the mortgage servicing
rights.
The
Banks
offer traditional banking services, such as safe deposit boxes, wire transfers,
direct deposit of payroll and social security checks, automated teller machine
access and automatic drafts (ACH) for various accounts.
Credit
Management
The
Company strives to achieve sound credit risk management. In order to achieve
this goal, the Company has established uniform credit policies and underwriting
criteria for the Banks’ loan portfolios. The Banks diversify in the types of
loans offered and are subject to regular credit examinations, annual internal
and external loan audits and annual review of large loans, as well as quarterly
reviews of loans experiencing deterioration in credit quality. The Company
attempts to identify potential problem loans early, charge off loans promptly
and maintain an adequate allowance for loan losses. The Company has established
credit guidelines for the Banks’ lending portfolios which include guidelines
relating to the more commonly requested loan types, as follows:
Commercial
Real Estate Loans - Commercial real estate loans, including agricultural real
estate loans, are normally based on loan to appraisal value ratios of 80% and
secured by a first priority lien position. Loans are typically subject to
interest rate adjustments no less frequently than 5 years from
origination. Fully amortized monthly repayment terms normally do not
exceed twenty years. Projections and cash flows that show ability to
service debt within the amortization period are required. Property and casualty
insurance is required to protect the Banks’ collateral interests. Commercial and
agricultural real estate loans represent approximately 45% of the loan
portfolio. Major risk factors for commercial real estate loans, as well as
the
other loan types described below, include a geographic concentration in central
Iowa; the dependence of the local economy upon several large governmental
entities, including Iowa State University and the Iowa Department of
Transportation; and the health of Iowa’s agricultural sector that is dependent
on weather conditions and government programs.
Commercial
and Agricultural Operating Lines - These loans are made to businesses and farm
operations with terms up to twelve months. The credit needs are generally
seasonal with the source of repayment coming from the entity’s normal business
cycle. Cash flow reviews are completed to establish the ability to service
the
debt within the terms of the loan. A first priority lien on the general assets
of the business normally secures these types of loans. Loan to value limits
vary
and are dependent upon the nature and type of the underlying collateral and
the
financial strength of the borrower. Crop and hail insurance is required for
most
agricultural borrowers. Loans are generally guaranteed by the
principal(s).
Commercial
and Agricultural Term Loans – These loans are made to businesses and farm
operations to finance equipment, breeding stock and other capital expenditures.
Terms are generally the lesser of five years or the useful life of the
asset. Term loans are normally secured by the asset being financed
and are often additionally secured with the general assets of the business.
Loan
to value is generally 75% of the cost or value of the assets. Loans
are normally guaranteed by the principal(s). Commercial and agricultural
operating and term loans represent approximately 20% of the loan
portfolio.
Residential
First Mortgage Loans – Proceeds of these loans are used to buy or refinance the
purchase of residential real estate with the loan secured by a first lien on
the
real estate. Most of the residential mortgage loans originated by the Banks
(including servicing rights) are sold in the secondary mortgage market due
to
the higher interest rate risk inherent in the 15 and 30 year fixed rate terms
consumers prefer. Loans that are originated and not sold in the secondary market
generally have higher interest rates and have rate adjustment periods of no
longer than seven years. The maximum amortization of first mortgage residential
real estate loans is 30 years. The loan-to-value ratios normally do not exceed
80% without credit enhancements such as mortgage insurance. Property insurance
is required on all loans to protect the Banks’ collateral position. Loans
secured by one to four family residential properties represent approximately
23%
of the loan portfolio.
Home
Equity Term Loans – These loans are normally for the purpose of home improvement
or other consumer purposes and are secured by a junior mortgage on residential
real estate. Loan-to-value ratios normally do not exceed 90% of market
value.
Home
Equity Lines of Credit - The Banks offer a home equity line of credit with
a
maximum term of 60 months. These loans are secured by a junior mortgage on
the
residential real estate and normally do not exceed a loan-to-market value ratio
of 90% with the interest adjusted quarterly.
Consumer
Loans – Consumer loans are normally made to consumers under the following
guidelines. Automobiles - loans on new and used automobiles generally
will not exceed 80% and 75% of the value, respectively. Recreational
vehicles and boats - 66% of the value. Mobile home - maximum term on
these loans is 180 months with the loan-to-value ratio generally not exceeding
66%. Each of these loans is secured by a first priority lien on the
assets and requires insurance to protect the Banks’ collateral
position. Unsecured - The term for unsecured loans generally does not
exceed 12 months. Consumer and other loans represent approximately 7% of the
loan portfolio.
Employees
At
December 31, 2006, the Banks had a total of 172 full-time equivalent employees
and the Company had an additional 12 full-time employees. The Company and Banks
provide their employees with a comprehensive program of benefits, including
comprehensive medical and dental plans, long-term and short-term disability
coverage, and a 401(k) profit sharing plan. Management considers its relations
with employees to be satisfactory. Unions represent none of the
employees.
Market
Area
The
Company operates five commercial banks with locations in Story, Boone and
Marshall Counties in central Iowa.
First
National is located in Ames, Iowa with a population of 50,731. The
major employers are Iowa State University, Ames Laboratories, Iowa Department
of
Transportation, Mary Greeley Medical Center, National Veterinary Services
Laboratory, Ames Community Schools, City of Ames, Barilla, Sauer-Danfoss and
McFarland Clinic. First National’s primary business includes
providing retail banking services and business and consumer lending. First
National has a minimum exposure to agricultural lending.
Boone
Bank is located in Boone, Iowa with a population of 12,800. Boone is
the county seat of Boone County. The major employers are Fareway
Stores, Inc., Patterson Dental Supply Co., Union Pacific Railroad, and
Communication Data Services. Boone Bank provides lending services to the
agriculture, commercial and real estate markets.
State
Bank is located in Nevada, Iowa with a population of 6,658. Nevada is the county
seat of Story County. The major employers are Print Graphics, General
Financial Supply, Central Iowa Printing, Burke Corporation and
Almaco. State Bank provides various types of loans with a major
agricultural presence. It provides a wide variety of banking services
including trust, deposit, ATM, and merchant card processing.
Randall-Story
Bank is located in Story City, Iowa with a population of 3,228. The
major employers are Pella Corporation, Bethany Manor, American Packaging,
Precision Machine and Record Printing. Located in a major
agricultural area, it has a strong presence in this type of
lending. As a full service commercial bank it provides a full line of
products and services.
United
Bank is located in Marshalltown,
Iowa with a population of 26,123. The major employers are Swift & Co.,
Fisher Controls International, Lennox Industries and Marshalltown Medical &
Surgical Center. The Bank offers a full line of loan, deposit, and
trust services. Loan services include primarily commercial and consumer types
of
credit including operating lines, equipment loans, automobile financing and
real
estate loans.
Competition
The
geographic market area served by the Banks is highly competitive with respect
to
both loans and deposits. The Banks compete principally with other commercial
banks, savings and loan associations, credit unions, mortgage companies, finance
divisions of auto and farm equipment companies, agricultural suppliers and
other
financial service providers. Some of these competitors are local, while others
are statewide or nationwide. The major commercial bank competitors
include F & M Bank, U.S. Bank National Association and Wells Fargo Bank,
each of which have a branch office or offices within the Banks’ primary trade
areas. Among the advantages such larger banks have are their ability to finance
extensive advertising campaigns and to allocate their investment assets to
geographic regions of higher yield and demand. These larger banking
organizations have much higher legal lending limits than the Banks and thus
are
better able to finance large regional, national and global commercial
customers.
In
order
to compete with the other financial institutions in their primary trade areas,
the Banks use, to the fullest extent possible, the flexibility which is accorded
by independent status. This includes an emphasis on specialized
services, local promotional activity and personal contacts by the Banks'
officers, directors and employees. In particular, the Banks compete
for deposits principally by offering depositors a wide variety of deposit
programs, convenient office locations, hours and other services. The
Banks compete for loans primarily by offering competitive interest rates,
experienced lending personnel and quality products and services.
As
of
December 31, 2006, there were 26 FDIC insured institutions having approximately
65 offices or branch offices within Boone, Story and Marshall County, Iowa
where
the Banks' offices are located. First National, State Bank and
Randall-Story Bank together have the largest percentage of deposits in Story
County and Boone Bank has the highest percentage of deposits in Boone
County.
The
Banks also compete with the
financial markets for funds. Yields on corporate and government debt
securities and commercial paper affect the ability of commercial banks to
attract and hold deposits. Commercial banks also compete for funds
with equity, money market, and insurance products offered by brokerage and
insurance companies. This competitive trend will likely continue in the
future.
The
Company anticipates bank
competition will continue to change materially over the next several years
as
more financial institutions, including the major regional and national banks,
continue to consolidate. Credit unions, which are not subject to
income taxes, have a significant competitive advantage and provide additional
competition in the Company’s local markets.
Supervision
and Regulation
The
following discussion generally
refers to certain statutes and regulations affecting the banking industry.
These
references provide brief summaries and therefore do not purport to be complete
and are qualified in their entirety by reference to those statutes and
regulations. In addition, due to the numerous statutes and regulations that
apply to and regulate the banking industry, many are not referenced
below.
USA
Patriot Act. The USA Patriot Act was enacted in 2001 which, together
with regulations issued pursuant to this act, substantially broadened previously
existing anti-money laundering law and regulation, increased compliance, due
diligence and reporting obligations for financial institutions, created new
crimes and penalties and required federal banking agencies, in reviewing merger
and other acquisition transactions, to consider the effectiveness of the parties
in combating money laundering activities. The Act requires all
financial institutions to establish certain anti-money laundering compliance
and
due diligence programs that are reasonably designed to detect and report
instances of money laundering. The Company believes its compliance
policies, procedures and controls satisfy the material requirements of the
Patriot Act and regulations.
Sarbanes-Oxley
Act. The Sarbanes-Oxley Act was enacted in 2002 to, among other
things, increase corporate responsibility and to protect investors by improving
the accuracy and reliability of corporate disclosures pursuant to the federal
securities laws. This act generally applies to all companies that are
required to file periodic reports with the Securities and Exchange Commission
under the Securities Exchange Act of 1934. The Act implements
significant changes in the responsibilities of officers and directors of public
companies and makes certain changes to the corporate reporting obligation of
those companies and their external auditors. Among the requirements
and prohibitions addressed by the act are certifications required by CEOs and
CFOs of periodic reports filed with the SEC; accelerated reporting of stock
transactions by directors, officers and large shareholders; prohibitions against
personal loans from companies to directors and executive officers (except loans
made in the ordinary course of business); requirements for public companies’
audit committees; requirements for auditor independence; the forfeiture of
bonuses or other incentive-based compensation and profits from the sale of
an
issuer’s securities by directors and executive officers in the 12-month period
following initial publication of any financial statements that later require
restatement; various increased criminal penalties for violations of securities
laws; and the creation of a public company accounting oversight
board. Rules adopted by the SEC to implement various provisions of
the act include CEO and CFO certifications related to fair presentation of
financial statements and financial information in public filings, as well as
management’s evaluation of disclosure controls and procedures; disclosure of
whether any audit committee members qualify as a “financial expert” disclosures
related to audit committee composition and auditor pre-approval policies;
disclosure related to adoption of a written code of ethics; reconciling non-GAAP
financial information with GAAP in public communications; disclosure of
off-balance sheet transactions; and disclosure related to director independence
and the director nomination process. The Company has adopted
modifications to its corporate governance procedures to comply with the
provisions of the act and regulations.
The
Company and the Banks are subject
to extensive federal and state regulation and supervision. Regulation and
supervision of financial institutions is primarily intended to protect
depositors and the FDIC rather than shareholders of the Company. The laws and
regulations affecting banks and bank holding companies have changed
significantly over recent years, particularly with the passage of the Financial
Services Modernization Act. There is reason to expect that similar changes
will
continue in the future. Any change in applicable laws, regulations or regulatory
policies may have a material effect on the business, operations and prospects
of
the Company. The Company is unable to predict the nature or the extent of the
effects on its business and earnings that any fiscal or monetary policies or
new
federal or state legislation may have in the future.
The
Company
The
Company is a bank holding company
by virtue of its ownership of the Banks, and is registered as such with the
Board of Governors of the Federal Reserve System (the "Federal Reserve"). The
Company is subject to regulation under the Bank Holding Company Act of 1956,
as
amended (the "BHCA"), which subjects the Company and the Banks to supervision
and examination by the Federal Reserve. Under the BHCA, the Company files with
the Federal Reserve annual reports of its operations and such additional
information as the Federal Reserve may require.
Source
of Strength to the Banks. The
Federal Reserve takes the position that a bank holding company is required
to
serve as a source of financial and managerial strength to its subsidiary banks
and may not conduct its operations in an unsafe or unsound manner. In addition,
it is the Federal Reserve's position that in serving as a source of strength
to
its subsidiary banks, bank holding companies should use available resources
to
provide adequate capital funds to its subsidiary banks during periods of
financial stress or adversity. It should also maintain the financial flexibility
and capital raising capacity to obtain additional resources for providing
assistance to its subsidiary banks. A bank holding company's failure to meet
its
obligations to serve as a source of strength to its subsidiary banks will
generally be considered by the Federal Reserve to be an unsafe and unsound
banking practice or a violation of the Federal Reserve's regulations or
both.
Federal
Reserve Approval. Bank holding companies must obtain the approval of the Federal
Reserve before they: (i) acquire direct or indirect ownership or control of
any
voting stock of any bank if, after such acquisition, they would own or control,
directly or indirectly, more than 5% of the voting stock of such bank; (ii)
merge or consolidate with another bank holding company; or (iii) acquire
substantially all of the assets of any additional banks.
Non-Banking
Activities. With certain exceptions, the BHCA also prohibits bank holding
companies from acquiring direct or indirect ownership or control of voting
stock
in any company other than a bank or a bank holding company unless the Federal
Reserve finds the company's business to be incidental to the business of
banking. When making this determination, the Federal Reserve in part considers
whether allowing a bank holding company to engage in those activities would
offer advantages to the public that would outweigh possible adverse
effects. A bank holding company may engage in permissible non-banking
activities on a de novo basis, if the holding company meets certain criteria
and
notifies the Federal Reserve within ten (10) business days after the activity
has commenced.
Under
the
Financial Services Modernization Act, eligible bank holding companies may elect
(with the approval of the Federal Reserve) to become a "financial holding
company." Financial holding companies are permitted to engage in
certain financial activities through affiliates that had previously been
prohibited activities for bank holding companies. Such financial
activities include securities and insurance underwriting and merchant
banking. At this time, the Company has not elected to become a
financial holding company, but may choose to do so at some time in the
future.
Control
Transactions. The Change in
Bank Control Act of 1978, as amended, requires a person or group of persons
acquiring "control" of a bank holding company to provide the Federal Reserve
with at least 60 days prior written notice of the proposed acquisition.
Following receipt of this notice, the Federal Reserve has 60 days to issue
a
notice disapproving the proposed acquisition, but the Federal Reserve may extend
this time period for up to another 30 days. An acquisition may be completed
before the disapproval period expires if the Federal Reserve issues written
notice of its intent not to disapprove the action. Under a rebuttable
presumption established by the Federal Reserve, the acquisition of 10% or more
of a class of voting stock of a bank holding company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
would constitute the acquisition of control. In addition, any "company" would
be
required to obtain the approval of the Federal Reserve under the BHCA before
acquiring 25% (or 5% if the "company" is a bank holding company) or more of
the
outstanding shares of the Company, or otherwise obtain control over the
Company.
Affiliate
Transactions. The Company and
the Banks are deemed affiliates within the meaning of the Federal Reserve Act,
and transactions between affiliates are subject to certain restrictions.
Generally, the Federal Reserve Act: (i) limits the extent to which the financial
institution or its subsidiaries may engage in "covered transactions" with an
affiliate; and (ii) requires all transactions with an affiliate, whether or
not
"covered transactions," to be on terms substantially the same, or at least
as
favorable to the institution or subsidiary, as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and similar
transactions.
State
Law
on Acquisitions. Iowa law permits bank holding companies to make
acquisitions throughout the state. However, Iowa currently has a
deposit concentration limit of 15% on the amount of deposits in the state that
any one banking organization can control and continue to acquire banks or bank
deposits (by acquisitions), which applies to all depository institutions doing
business in Iowa.
Banking
Subsidiaries
Applicable
federal and state statutes
and regulations governing a bank's operations relate, among other matters,
to
capital adequacy requirements, required reserves against deposits, investments,
loans, legal lending limits, certain interest rates payable, mergers and
consolidations, borrowings, issuance of securities, payment of dividends,
establishment of branches and dealings with affiliated persons.
First
National and United Bank are
national banks subject to primary federal regulation and supervision by the
Office of the Comptroller of the Currency (the "OCC"). The FDIC, as
an insurer of the deposits, also has some limited regulatory authority over
First National and United Bank. State Bank, Boone Bank and Randall-Story Bank
are state banks subject to regulation and supervision by the Iowa Division
of
Banking. The three state Banks are also subject to regulation and examination
by
the FDIC, which insures their respective deposits to the maximum extent
permitted by law. The federal laws that apply to the Banks regulate, among
other
things, the scope of their business, their investments, their reserves against
deposits, the timing of the availability of deposited funds and the nature
and
amount of and collateral for loans. The laws and regulations governing the
Banks
generally have been promulgated to protect depositors and the deposit insurance
fund of the FDIC and not to protect stockholders of such institutions or their
holding companies.
The
OCC
and FDIC each has authority to prohibit banks under their supervision from
engaging in what it considers to be an unsafe and unsound practice in conducting
their business. The Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") requires federal banking regulators to adopt regulations
or guidelines in a number of areas to ensure bank safety and soundness,
including internal controls, credit underwriting, asset growth, management
compensation, ratios of classified assets to capital and earnings. FDICIA also
contains provisions which are intended to change independent auditing
requirements, restrict the activities of state-chartered insured banks, amend
various consumer banking laws, limit the ability of "undercapitalized banks"
to
borrow from the Federal Reserve's discount window, require regulators to perform
periodic on-site bank examinations and set standards for real estate
lending.
Borrowing
Limitations. Each of the
Banks is subject to limitations on the aggregate amount of loans that it can
make to any one borrower, including related entities. Subject to numerous
exceptions based on the type of loans and collateral, applicable statutes and
regulations generally limit loans to one borrower of 15% of total equity and
reserves. Each of the Banks is in compliance with applicable loans to one
borrower requirements.
FDIC
Insurance. Generally, customer
deposit accounts in banks are insured by the FDIC for up to a maximum amount
of
$100,000 for single accounts, $250,000 for self-directed retirement accounts,
$100,000 for joint accounts, and $100,000 for qualifying revocable trust
accounts. The FDIC has adopted a risk-based insurance assessment system under
which depository institutions contribute funds to the FDIC insurance fund based
on their risk classification. The FDIC may terminate the deposit
insurance of any insured depository institution if it determines after an
administrative hearing that the institution has engaged or is engaging in unsafe
or unsound practices, is in an unsafe or unsound condition to continue
operations or has violated any applicable law.
Capital
Adequacy Requirements. The
Federal Reserve, the FDIC and the OCC (collectively, the "Agencies") have
adopted risk-based capital guidelines for banks and bank holding companies
that
are designed to make regulatory capital requirements more sensitive to
differences in risk profiles among banks and bank holding companies and account
for off-balance sheet items. Failure to achieve and maintain adequate capital
levels may give rise to supervisory action through the issuance of a capital
directive to ensure the maintenance of required capital levels. Each of the
Banks is in compliance with applicable capital level requirements.
The
current guidelines require all
federally regulated banks to maintain a minimum risk-based total capital ratio
equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1
capital includes common shareholders' equity, qualifying perpetual preferred
stock and minority interests in equity accounts of consolidated subsidiaries,
but excludes goodwill and most other intangibles and the allowance for loan
and
lease losses. Tier 2 capital includes the excess of any preferred
stock not included in Tier 1 capital, mandatory convertible securities, hybrid
capital instruments, subordinated debt and intermediate term preferred stock,
45% of unrealized gain of equity securities and general reserve for loan and
lease losses up to 1.25% of risk weighted assets. None of the Banks
has received any notice indicating that it will be subject to higher capital
requirements.
Under
these guidelines, banks' assets
are given risk weights of 0%, 20%, 50% or 100%. Most loans are
assigned to the 100% risk category, except for first mortgage loans fully
secured by residential property and, under certain circumstances, residential
construction loans (both carry a 50% rating). Most investment
securities are assigned to the 20% category, except for municipal or state
revenue bonds (which have a 50% rating) and direct obligations of or obligations
guaranteed by the United States Treasury or United States Government Agencies
(which have a 0% rating).
The
Agencies have also implemented a
leverage ratio, which is equal to Tier 1 capital as a percentage of average
total assets less intangibles, to be used as a supplement to the risk based
guidelines. The principal objective of the leverage ratio is to limit
the maximum degree to which a bank may leverage its equity capital
base. The minimum required leverage ratio for top rated institutions
is 3%, but most institutions are required to maintain an additional cushion
of
at least 100 to 200 basis points. Any institution operating at or
near the 3% level is expected to be a strong banking organization without any
supervisory, financial or operational weaknesses or deficiencies. Any
institutions experiencing or anticipating significant growth would be expected
to maintain capital ratios, including tangible capital positions, well above
the
minimum levels.
Prompt
Corrective Action. Regulations
adopted by the Agencies impose even more stringent capital requirements. The
FDIC and other Agencies must take certain "prompt corrective action" when a
bank
fails to meet capital requirements. The regulations establish and define five
capital levels: (i) "well-capitalized," (ii) "adequately capitalized," (iii)
"undercapitalized," (iv) "significantly undercapitalized" and (v) "critically
undercapitalized." Increasingly severe restrictions are imposed on the payment
of dividends and management fees, asset growth and other aspects of the
operations of institutions that fall below the category of being "adequately
capitalized". Undercapitalized institutions are required to develop
and implement capital plans acceptable to the appropriate federal regulatory
agency. Such plans must require that any company that controls the
undercapitalized institution must provide certain guarantees that the
institution will comply with the plan until it is adequately capitalized. As
of
February 28, 2007, neither the Company nor any of the Banks were subject to
any
regulatory order, agreement or directive to meet and maintain a specific capital
level for any capital measure. Furthermore, as of that same date, each of the
Banks was categorized as “well capitalized” under regulatory prompt corrective
action provisions.
Restrictions
on Dividends. Dividends paid to the Company by the Banks is the major source
of
Company cash flow. Various federal and state statutory provisions limit the
amount of dividends banking subsidiaries are permitted to pay to their holding
companies without regulatory approval. Federal Reserve policy further limits
the
circumstances under which bank holding companies may declare dividends. For
example, a bank holding company should not continue its existing rate of cash
dividends on its common stock unless its net income is sufficient to fully
fund
each dividend and its prospective rate of earnings retention appears consistent
with its capital needs, asset quality and overall financial condition. In
addition, the Federal Reserve and the FDIC have issued policy statements which
provide that insured banks and bank holding companies should generally pay
dividends only out of current operating earnings. Federal and state
banking regulators may also restrict the payment of dividends by
order.
First
National Bank, as a national
bank, generally may pay dividends, without obtaining the express approval of
the
Office of the Comptroller of the Currency, in amount up to its retained net
profits for the preceding two calendar years plus retained net profits up to
the
date of any dividend declaration in the current calendar
year. Retained net profits as defined by the OCC, consists of net
income less dividends declared during the period. Boone Bank,
Randall-Story Bank and State Bank are also restricted under Iowa law to paying
dividends only out of their undivided profits. Additionally, the
payment of dividends by the Banks is affected by the requirement to maintain
adequate capital pursuant to applicable capital adequacy guidelines and
regulations, and the Banks generally are prohibited from paying any dividends
if, following payment thereof, the Bank would be undercapitalized.
Reserves
Against Deposits. The Federal
Reserve requires all depository institutions to maintain reserves against their
transaction accounts (primarily checking accounts) and non-personal time
deposits. Generally, reserves of 3% must be maintained against total
transaction accounts of $45,800,000 or less (subject to an exemption not in
excess of the first $8,500,000 of transaction accounts). A reserve of
$1,374,000 plus 10% of amounts in excess of $45,800,000 must be maintained
in
the event total transaction accounts exceed $45,800,000. The balances maintained
to meet the reserve requirements imposed by the Federal Reserve may be used
to
satisfy applicable liquidity requirements. Because required reserves
must be maintained in the form of vault cash or a noninterest bearing account
at
a Federal Reserve Bank, the effect of this reserve requirement is to reduce
the
earning assets of the Banks.
Regulatory
Developments
In
2000, the Financial Services
Modernization Act was enacted which: (i) repealed historical restrictions on
preventing banks from affiliating with securities firms; (ii) broadens the
activities that may be conducted by national banks and banking subsidiaries
of
holding companies; and (iii) provides an enhanced framework for protecting
the
privacy of consumers' information. In addition, bank holding companies may
be
owned, controlled or acquired by any company engaged in financially related
activities, as long as such company meets regulatory requirements. To the extent
that this legislation permits banks to affiliate with financial services
companies, the banking industry may experience further
consolidation.
Regulatory
Enforcement Authority
The
enforcement powers available to
federal and state banking regulators are substantial and include, among other
things, the ability to assess civil monetary penalties, to issue
cease-and-desist or removal orders and to initiate injunctive actions against
banking organizations and institution-affiliated parties. In general,
enforcement actions must be initiated for violations of laws and regulations
and
unsafe or unsound practices. Other actions, or inactions, may provide the basis
for enforcement action, including misleading or untimely reports filed with
regulatory authorities. Applicable law also requires public disclosure of final
enforcement actions by the federal banking agencies.
National
Monetary Policies
In
addition to being affected by
general economic conditions, the earnings and growth of the Banks are affected
by the regulatory authorities’ policies, including the Federal Reserve. An
important function of the Federal Reserve is to regulate the money supply,
credit conditions and interest rates. Among the instruments used to implement
these objectives are open market operations in U.S. Government securities,
changes in reserve requirements against bank deposits and the Federal Reserve
Discount Rate, which is the rate charged member banks to borrow from the Federal
Reserve Bank. These instruments are used in varying combinations to influence
overall growth and distribution of credit, bank loans, investments and deposits,
and their use may also affect interest rates charged on loans or paid on
deposits.
The
monetary policies of the Federal
Reserve have had a material impact on the operating results of commercial banks
in the past and are expected to have a similar impact in the future. Also
important in terms of effect on banks are controls on interest rates paid by
banks on deposits and types of deposits that may be offered by banks. The
Depository Institutions Deregulation Committee, created by Congress in 1980,
phased out ceilings on the rate of interest that may be paid on deposits by
commercial banks and savings and loan associations, with the result that the
differentials between the maximum rates banks and savings and loans can pay
on
deposit accounts have been eliminated. The effect of deregulation of deposit
interest rates has been to increase banks' cost of funds and to make banks
more
sensitive to fluctuation in market rates.
Availability
of Information on Company Website
The
Company files periodic reports with
the Securities and Exchange Commission (“SEC”), including annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form
8-K. The Company makes available on or through its website free of
charge all periodic reports filed by the Company with the SEC, including any
amendments to such reports, as soon as reasonably practicable after such reports
have been electronically filed with the SEC. The address of the
Company’s website on the Internet is: www.amesnational.com.
The
Company will provide a paper copy
of these reports free of charge upon written or telephonic request directed
to
John P. Nelson, Vice President and Secretary, 405 Fifth Street, Ames, Iowa
50010
or (515) 232-6251 or by email request at
info@amesnational.com. The information found on the Company’s
website is not part of this or any other report the Company files with the
SEC.
Executive
Officers of Company and Banks
The
following table sets forth summary information about the executive officers
of
the Company and certain executive officers of the Banks. Unless otherwise
indicated, each executive officer has served in his current position for the
past five years.
Name
|
Age
|
Position
with the Company or Bank and Principal Occupation and Employment
During
the Past Five Years
|
||
Kevin
G. Deardorff
|
52
|
Vice
President & Technology Director of the Company.
|
||
Leo
E. Herrick
|
65
|
President
of United Bank commencing June, 2002. Previously, employed as Chairman
of
the Board and President of F&M Bank-Iowa, Marshalltown,
Iowa.
|
||
Daniel
L. Krieger
|
70
|
Chairman
of the Company since 2003 and President of Company since 1997. Previously
served as President of First National. Also serves as a Director
of the
Company, Chairman of the Board and Trust Officer of First National
and
Chairman of the Board of Boone Bank and United Bank.
|
||
Stephen
C. McGill
|
52
|
President
of State Bank since 2003. Previously served as Senior Vice
President of State Bank.
|
||
John
P. Nelson
|
40
|
Vice
President, Secretary and Treasurer of Company. Also serves as Director
of
Randall-Story Bank and State Bank.
|
||
Thomas
H. Pohlman
|
56
|
Named
Chief Operating Officer of the Company in 2006 and also serves as
President of First National since 1999.
|
||
|
||||
Jeffrey
K. Putzier
|
45
|
President
of Boone Bank since 1999.
|
||
Harold
E. Thompson
|
61
|
President
of Randall Story Bank since 2003. Previously served as
Executive Vice President of Randall-Story State Bank.
|
||
Terrill
L. Wycoff
|
63
|
Executive
Vice President of First National since
2000.
|
ITEM
1A.
|
RISK
FACTORS
|
Rising
Interest Rates
The
Company has experienced a decrease in net income from 2004 to 2006, primarily
as
a result of reductions in net interest income due to rising market interest
rates that have caused interest expense to increase more quickly than interest
income. Rising interest rates will again present a challenge to the
Company in 2007. Continued increases in interest rates may negatively
impact the Company’s net interest margin if interest expense increases more
quickly than interest income. The Company’s earning assets (primarily
its loan and investment portfolio) have longer maturities than its interest
bearing liabilities (primarily its deposits and other
borrowings). Therefore, in a rising interest rate environment,
interest expense will increase more quickly than interest income, as the
interest bearing liabilities reprice more quickly than earning
assets. In response to this challenge, the Banks model quarterly the
changes in income that would result from various changes in interest
rates. Management believes Bank earning assets have the appropriate
maturity and repricing characteristics to optimize earnings and the Banks’
interest rate risk positions.
Concentration
of Operations
The
Company’s operations are concentrated in central Iowa. As a result of this
geographic concentration, the Company’s results may correlate to the economic
conditions in this area. Deterioration in economic conditions, particularly
in
the industries on which this area depends (including agriculture which, in
turn,
is dependent upon weather conditions and government support programs), may
adversely affect the quality of the Company’s loan portfolio and the demand for
the Company’s products and services, and accordingly, its results of
operations.
Risks
Associated with Loans
A
significant source of risk for the Company arises from the possibility that
losses will be sustained because borrowers, guarantors and related parties
may
fail to perform in accordance with the terms of their loans. The Company has
underwriting and credit monitoring procedures and credit policies, including
the
establishment and review of the allowance for loan losses, that management
believes are appropriate to minimize this risk by assessing the likelihood
of
nonperformance, tracking loan performance and diversifying the Company’s loan
portfolio. Such policies and procedures, however, may not prevent unexpected
losses that could adversely affect results of operations.
Competition
with Larger Financial Institutions
The
banking and financial services business in the Company’s market area continues
to be a competitive field and is becoming more competitive as a result
of:
|
·
|
changes
in regulations;
|
|
·
|
changes
in technology and product delivery systems;
and
|
|
·
|
the
accelerating pace of consolidation among financial services
providers.
|
It
may be
difficult to compete effectively in the Company’s market, and results of
operations could be adversely affected by the nature or pace of change in
competition. The Company competes for loans, deposits and customers with various
bank and non-bank financial services providers, many of which are much larger
in
total assets and capitalization, have greater access to capital markets and
offer a broader array of financial services.
Trading
Volume
The
trading volume in the Company’s common stock on the Nasdaq Capital Market is
relatively limited compared to those of larger companies listed on the Nasdaq
Capital Market, the Nasdaq Global Markets, the New York Stock Exchange or other
consolidated reporting systems or stock exchanges. A change in the supply or
demand for the Company’s common stock may have a more significant impact on the
price of the Company’s stock than for more actively traded
companies.
Technological
Advances
The
financial services industry is undergoing technological changes with frequent
introductions of new technology-driven products and services. In addition to
improving customer services, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. The Company’s
future success will depend, in part, on its ability to address the needs of
its
customers by using technology to provide products and services that will satisfy
customer demands for convenience, as well as to create additional efficiencies
in the Company’s operations. Many of our competitors have substantially greater
resources than the Company to invest in technological improvements.
Government
Regulations
Current
and future legislation and the policies established by federal and state
regulatory authorities will affect the Company’s operations. The Company and its
Banks are subject to extensive supervision of, and examination by, federal
and
state regulatory authorities which may limit the Company’s growth and the return
to our shareholders by restricting certain activities, such as:
|
·
|
the
payment of dividends to the Company’s
shareholders;
|
|
·
|
the
payment of dividends to the Company from the
Banks;
|
|
·
|
possible
mergers with or acquisitions of or by other
institutions;
|
|
·
|
investment
policies;
|
|
·
|
loans
and interest rates on loans;
|
|
·
|
interest
rates paid on deposits;
|
|
·
|
expansion
of branch offices; and/or
|
|
·
|
the
possibility to provide or expand securities or trust
services.
|
The
Company cannot predict what changes, if any, will be made to existing federal
and state legislation and regulations or the effect that any changes may have
on
future business and earnings prospects. The cost of compliance with regulatory
requirements may adversely affect the Company’s net income.
Equity
Prices
A
substandard performance in the
Company’s equity portfolio could lead to a reduction in the historical level of
realized security gains, thereby negatively impacting the Company’s
earnings. The Company invests capital that may be utilized for future
expansion in a portfolio of primarily financial and utility stocks with an
estimated fair market value of approximately $24 million as of December 31,
2006. The Company focuses on stocks that have historically
paid dividends in an effort to lessen the negative effects of a bear
market.
ITEM
1B.
|
UNRESOLVED
STAFF COMMENTS
|
The
Company has not received any written comments from the staff of the SEC
regarding its periodic or current reports filed under the Exchange Act in
2006.
ITEM
2.
|
PROPERTIES
|
The
Company's office is housed in the
main office of First National located at 405 Fifth Street, Ames, Iowa and
occupies approximately 3,357 square feet. A lease agreement between the Company
and First National provides the Company will make available for use by First
National an equal amount of interior space at the Company’s building located at
2330 Lincoln Way in lieu of rental payments. The main office is owned by First
National free of any mortgage and consists of approximately 45,000 square feet
and includes a drive-through banking facility. In addition to its main office,
First National conducts its business through two full-service offices, the
University office and the North Grand office, and one super-market location,
the
Cub Food office. A new full-service office branch is being constructed in
Ankeny, Iowa and will occupy approximately 14,000 square feet and is expected
to
be opened in the second quarter of 2007. The North Grand office is
owned by First National free of any mortgage. The University office is located
in a 16,000 square foot multi-tenant property owned by the Company. A 24-year
lease agreement with the Company has been modified in 2002 to provide that
an
equal amount of interior space will be made available to the Company at First
National’s main office at 405 Fifth Street in lieu of rental payments. First
National will continue to rent the drive-up facilities of approximately 1,850
square feet at this location for $1,200 per month. The Cub Foods office is
leased by First National under a 20 year lease with a five year initial term
and
three, five year renewal options. The current annual rental payment is
$21,000.
State
Bank conducts its business from its main office located at 1025 Sixth Street,
Nevada, Iowa and from two additional full-service offices located in McCallsburg
and Colo, Iowa. All of these properties are owned by State Bank free
of any mortgage.
Boone
Bank conducts its business from its main office located at 716 Eighth Street,
Boone, Iowa and from one additional full-service office also located in Boone,
Iowa. All properties are owned by Boone Bank free of any
mortgage.
Randall-Story
Bank conducts its
business from its main office located at 606 Broad Street, Story City, Iowa
which is owned by Randall-Story Bank free of any mortgage.
United
Bank conducts its business from
its main office located at 2101 South Center Street, Marshalltown,
Iowa. The 5,200 square foot premise was constructed in
2002. In 2005, United Bank purchased a branch location at 29 S.
Center Street in Marshalltown that is 1,972 square feet. Both
properties are owned by United Bank free of any mortgage.
The
property the Company owns is
located at 2330 Lincoln Way, Ames, Iowa consisting of a multi tenant building
of
approximately 16,000 square feet. First National leases 5,422 square
feet of this building to serve as its University Office. 4,131 square
feet of the remaining space is currently leased to five tenants who occupy
the
space for business purposes; the remaining 3,536 square feet of rentable space
is currently unoccupied. The Company owns a real estate property
adjacent to 2330 Lincoln Way at 2318 Lincoln Way which consists of a single
story commercial building with 2,400 square feet of leased space that is
currently occupied by one tenant for business purposes.
ITEM
3.
|
LEGAL
PROCEEDINGS
|
The
Banks are from time to time parties
to various legal actions arising in the normal course of
business. The Company believes that there is no threatened or pending
proceeding against the Company or the Banks, which, if determined adversely,
would have a material adverse effect on the business or financial condition
of
the Company or the Banks.
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF
SHAREHOLDERS
|
There
were no matters submitted to a
vote of the shareholders of the Company during the fourth quarter of
2006.
PART
II
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY
SECURITIES
|
On
February 28, 2007, the Company had
approximately 570 shareholders of record and an estimated 926 additional
beneficial owners whose shares were held in nominee titles through brokerage
or
other accounts. The Company’s common stock is traded on the NASDAQ
Capital Market under the symbol “ATLO”. Trading in the Company’s
common stock is, however, relatively limited.
The
Board
of Directors of the Company approved a stock repurchase program on November
8,
2006. The Company has a strong capital position and this program
provides an opportunity to repurchase Company stock on the open market when
it
is deemed to be favorably priced for repurchase. The program
authorizes the repurchase of up to 100,000 shares during the calendar year
2007,
or approximately 1% of 9,425,013 shares of common stock presently
outstanding. The repurchases will be made in open market transactions
at the discretion of management using Company cash. The timing and
actual number of shares purchased will depend on a variety of factors such
as
price, the Company’s liquidity position and other market
conditions. The program may be limited or discontinued at any time
without notice. The Company did not repurchase any shares in
2006.
Based
on
information provided to and gathered by the Company on an informal basis, the
Company believes that the high and low sales price for the common stock on
a per
share basis during the last two years is as follows:
2006
|
|
2005
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||
Market
Price
|
|
Market
Price
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||||
Quarter
|
|
High
|
|
|
Low
|
|
Quarter
|
|
High
|
|
|
Low
|
|
||||
1st
|
|
$
|
28.57
|
|
|
$
|
22.85
|
|
1st
|
|
$
|
32.67
|
|
|
$
|
27.57
|
|
2nd
|
|
$
|
26.00
|
|
|
$
|
19.75
|
|
2nd
|
|
$
|
40.00
|
|
|
$
|
30.00
|
|
3rd
|
|
$
|
22.75
|
|
|
$
|
21.41
|
|
3rd
|
|
$
|
42.82
|
|
|
$
|
25.57
|
|
4th
|
|
$
|
22.69
|
|
|
$
|
19.82
|
|
4th
|
|
$
|
29.00
|
|
|
$
|
23.12
|
|
The
Company declared aggregate annual
cash dividends in 2006 and 2005 of $9,801,000 and $9,417,000, respectively,
or
$1.04 per share in 2006 and $1.00 per share in 2005. In February
2007, the Company declared an aggregate cash dividend of $2,545,000 or $.27
per
share. Quarterly dividends declared during the last two years were as
follows:
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
Quarter
|
|
Cash
dividends declared per share
|
|
|
Cash
dividends declared per share
|
|
||
|
|
|
|
|||||
1st
|
|
$
|
0.26
|
|
|
$
|
0.25
|
|
2nd
|
|
|
0.26
|
|
|
|
0.25
|
|
3rd
|
|
|
0.26
|
|
|
|
0.25
|
|
4th
|
|
|
0.26
|
|
|
|
0.25
|
|
The
decision to declare any such cash
dividends in the future and the amount thereof rests within the discretion
of
the Board of Directors of the Company and will be subject to, among other
things, the future earnings, capital requirements and financial condition of
the
Company and certain regulatory restrictions imposed on the payment of dividends
by the Banks. Such restrictions are discussed in greater detail in
Management’s Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources and in Note 11 of the Company’s
financial statements included herein.
The
following performance graph
provides information regarding cumulative, five-year total return on an indexed
basis of the Company's Common Stock as compared with the NASDAQ Composite Index,
the SNL Midwest OTC Bulletin Board Bank Index (“Midwest OTC Bank Index”) and the
SNL NASDAQ Bank Index prepared by SNL Financial L.C. of Charlottesville,
Virginia. The Midwest OTC Bank Index reflects the performance of 135 bank
holding companies operating principally in the Midwest as selected by SNL
Financial. The SNL NASDAQ Bank Index is comprised of all 525 bank holding
companies listed on the NASDAQ market throughout the United States. The indexes
assume the investment of $100 on December 31, 2001 in the Common Stock, the
NASDAQ Composite Index, Midwest OTC Bank Index and the NASDAQ Bank Index with
all dividends reinvested. The Company’s stock price performance shown in the
following graph is not indicative of future stock price
performance.
ITEM
6.
|
SELECTED
FINANCIAL DATA
|
The
following financial data of the Company for the five years ended December 31,
2002 through 2006 is derived from the Company's historical audited financial
statements and related footnotes. The information set forth below should be
read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operation" and the consolidated financial statements and related
notes contained elsewhere in this Annual Report.
|
Year
Ended December 31
|
|
||||||||||||||||||
(dollars
in thousands, except per share amounts)
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
STATEMENT
OF INCOME DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
income
|
|
$
|
44,296
|
|
|
$
|
41,306
|
|
|
$
|
37,354
|
|
|
$
|
35,314
|
|
|
$
|
36,270
|
|
Interest
expense
|
|
|
21,306
|
|
|
|
15,933
|
|
|
|
10,564
|
|
|
|
10,339
|
|
|
|
11,663
|
|
Net
interest income
|
|
|
22,990
|
|
|
|
25,373
|
|
|
|
26,790
|
|
|
|
24,975
|
|
|
|
24,607
|
|
Provision
(credit) for loan losses
|
|
|
(183
|
)
|
|
|
331
|
|
|
|
479
|
|
|
|
645
|
|
|
|
688
|
|
Net
interest income after provision (credit) for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
loan
losses
|
|
|
23,173
|
|
|
|
25,042
|
|
|
|
26,311
|
|
|
|
24,330
|
|
|
|
23,919
|
|
Noninterest
income
|
|
|
6,674
|
|
|
|
5,613
|
|
|
|
5,269
|
|
|
|
6,435
|
|
|
|
5,135
|
|
Noninterest
expense
|
|
|
15,504
|
|
|
|
15,210
|
|
|
|
14,935
|
|
|
|
14,819
|
|
|
|
13,276
|
|
Income
before provision for income tax
|
|
|
14,343
|
|
|
|
15,445
|
|
|
|
16,645
|
|
|
|
15,946
|
|
|
|
15,778
|
|
Provision
for income tax
|
|
|
3,399
|
|
|
|
3,836
|
|
|
|
4,255
|
|
|
|
4,321
|
|
|
|
4,438
|
|
Net
Income
|
|
$
|
10,944
|
|
|
$
|
11,609
|
|
|
$
|
12,390
|
|
|
$
|
11,625
|
|
|
$
|
11,340
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
||||||
DIVIDENDS
AND EARNINGS PER SHARE DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash
dividends declared
|
|
$
|
9,801
|
|
|
$
|
9,417
|
|
|
$
|
7,590
|
|
|
$
|
7,142
|
|
|
$
|
6,820
|
|
Cash
dividends declared per share
|
|
$
|
1.04
|
|
|
$
|
1.00
|
|
|
$
|
0.81
|
|
|
$
|
0.76
|
|
|
$
|
0.73
|
|
Basic
and diluted earnings per share
|
|
$
|
1.16
|
|
|
$
|
1.23
|
|
|
$
|
1.32
|
|
|
$
|
1.24
|
|
|
$
|
1.21
|
|
Weighted
average shares outstanding
|
|
|
9,422,402
|
|
|
|
9,415,599
|
|
|
|
9,405,705
|
|
|
|
9,393,672
|
|
|
|
9,381,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BALANCE
SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
assets
|
|
$
|
838,853
|
|
|
$
|
819,384
|
|
|
$
|
839,753
|
|
|
$
|
752,786
|
|
|
$
|
677,229
|
|
Net
loans
|
|
|
429,123
|
|
|
|
440,318
|
|
|
|
411,639
|
|
|
|
355,533
|
|
|
|
329,593
|
|
Deposits
|
|
|
680,356
|
|
|
|
668,342
|
|
|
|
658,176
|
|
|
|
619,549
|
|
|
|
550,622
|
|
Stockholders'
equity
|
|
|
112,923
|
|
|
|
109,227
|
|
|
|
110,924
|
|
|
|
107,325
|
|
|
|
101,523
|
|
Equity
to assets ratio
|
|
|
13.46
|
%
|
|
|
13.33
|
%
|
|
|
13.21
|
%
|
|
|
14.26
|
%
|
|
|
14.99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FIVE
YEAR FINANCIAL PERFORMANCE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net
income
|
|
$
|
10,944
|
|
|
$
|
11,609
|
|
|
$
|
12,390
|
|
|
$
|
11,625
|
|
|
$
|
11,340
|
|
Average
assets
|
|
|
818,450
|
|
|
|
831,198
|
|
|
|
793,076
|
|
|
|
726,945
|
|
|
|
635,816
|
|
Average
stockholders' equity
|
|
|
109,508
|
|
|
|
109,802
|
|
|
|
108,004
|
|
|
|
104,141
|
|
|
|
98,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Return
on assets (net income divided by average assets)
|
|
|
1.34
|
%
|
|
|
1.40
|
%
|
|
|
1.56
|
%
|
|
|
1.60
|
%
|
|
|
1.78
|
%
|
Return
on equity (net income divided by average
equity)
|
|
|
9.99
|
%
|
|
|
10.57
|
%
|
|
|
11.47
|
%
|
|
|
11.16
|
%
|
|
|
11.54
|
%
|
Net
interest margin (net interest income divided by average earning
assets)
|
|
|
3.29
|
%
|
|
|
3.56
|
%
|
|
|
3.97
|
%
|
|
|
4.02
|
%
|
|
|
4.51
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Efficiency
ratio (noninterest expense divided by noninterest income plus net
interest
income)
|
|
|
52.27
|
%
|
|
|
49.09
|
%
|
|
|
46.59
|
%
|
|
|
47.18
|
%
|
|
|
44.64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividend
payout ratio (dividends per share divided by net income per
share)
|
|
|
89.66
|
%
|
|
|
81.30
|
%
|
|
|
61.27
|
%
|
|
|
61.46
|
%
|
|
|
60.05
|
%
|
Dividend
yield (dividends per share divided by closing year-end market
price)
|
|
|
4.95
|
%
|
|
|
3.89
|
%
|
|
|
3.01
|
%
|
|
|
3.91
|
%
|
|
|
4.69
|
%
|
Equity
to assets ratio (average equity divided by average assets)
|
|
|
13.38
|
%
|
|
|
13.21
|
%
|
|
|
13.62
|
%
|
|
|
14.33
|
%
|
|
|
15.46
|
%
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Overview
Ames
National Corporation (Company) is a bank holding company established in 1975
that owns and operates five bank subsidiaries (Banks) in central
Iowa. The following discussion is provided for the consolidated
operations of the Company and its Banks, First National, State Bank, Boone
Bank,
Randall-Story Bank and United Bank. The purpose of this discussion is to focus
on significant factors affecting the Company's financial condition and results
of operations.
The
Company does not engage in any material business activities apart from its
ownership of the Banks and managing its own bond and equity
portfolio. Products and services offered by the Banks are for
commercial and consumer purposes, including loans, deposits and trust
services. The Banks also offer investment services through a
third-party broker dealer. The Company employs twelve individuals to
assist with financial reporting, human resources, marketing, audit, compliance,
technology systems and the coordination of management activities, in addition
to
172 full-time equivalent individuals employed by the Banks.
The
Company’s primary competitive strategy is to utilize seasoned and competent Bank
management and local decision-making authority to provide customers with prompt
response times and flexibility in the products and services
offered. This strategy is viewed as providing an opportunity to
increase revenues through creating a competitive advantage over other financial
institutions. The Company also strives to remain operationally
efficient to improve profitability while enabling the Company to offer more
competitive loan and deposit rates.
The
principal sources of Company revenues and cashflow are: (i) interest and fees
earned on loans made by the Banks; (ii) service charges on deposit accounts
maintained at the Banks; (iii) interest on fixed income investments held by
the
Banks; (iv) fees on trust services provided by those Banks exercising trust
powers; and (v) securities gains and dividends on equity investments held by
the
Company and the Banks. The Company’s principal expenses are: (i)
interest expense on deposit accounts and other borrowings; (ii) salaries and
employee benefits; (iii) data processing costs associated with maintaining
the
Banks’ loan and deposit functions; and (iv) occupancy expenses for maintaining
the Banks’ facilities. The largest component contributing to the
Company’s net income is net interest income, which is the difference between
interest earned on earning assets (primarily loans and investments) and interest
paid on interest bearing liabilities (primarily deposit accounts and other
borrowings). One of management’s principal functions is to manage the
spread between interest earned on earning assets and interest paid on interest
bearing liabilities in an effort to maximize net interest income while
maintaining an appropriate level of interest rate risk.
The
Company reported net income of $10,944,000 for the year ended December 31,
2006
compared to $11,609,000 and $12,390,000 reported for the years ended December
31, 2005 and 2004, respectively. This represents a decrease of 5.7% when
comparing 2006 and 2005, and a decrease of 6.3% when comparing 2005 and 2004.
The decline in net income in 2006 and 2005 is primarily the result of lower
net
interest income which in turn, has resulted from higher market interest rates
that have caused deposit interest expense to increase more quickly than interest
income on earning assets. Earnings per share for 2006 were $1.16
compared to $1.23 in 2005 and $1.32 in 2004. Four of the Company’s
five Banks had profitable operations during 2006. United Bank posted a loss
of
$58,000 in 2006.
The
Company’s return on average equity for 2006 was 9.99% compared to 10.57% and
11.47% in 2005 and 2004, respectively, and the return on average assets for
2006
was 1.34% compared to 1.40% in 2005 and 1.56% in 2004. Lower net
interest income caused both the return on average equity and return on average
assets to decline in 2006 and 2005 compared to the previous year.
The
following discussion will provide a summary review of important items relating
to:
|
·
|
Challenges
|
|
·
|
Key
Performance Indicators
|
|
·
|
Industry
Results
|
|
·
|
Income
Statement Review
|
|
·
|
Balance
Sheet Review
|
|
·
|
Asset
Quality and Credit Risk Management
|
|
·
|
Liquidity
and Capital Resources
|
|
·
|
Interest
Rate Risk
|
|
·
|
Inflation
|
|
·
|
Forward-Looking
Statements
|
Challenges
Management
has identified certain challenges that may negatively impact the Company’s
revenues and profitability in the future and is attempting to position the
Company to best respond to those challenges.
|
·
|
Short-term
interest rates have increased significantly since June of 2004 while
longer term rates (10 to 20 years) are relatively unchanged since
2004. This movement in short-term rates has caused the yield
curve to be flat or slightly inverted for most of 2006. Banks
have historically earned higher levels of net interest income by
investing
in longer term loans and investments at higher yields and paying
lower
deposit expense rates on shorter maturity deposits. If the
yield curve remains flat or inverted in 2007, the Company’s net interest
margin may continue to compress.
|
|
·
|
Rising
interest rates will present a challenge to the Company in
2007. Continued increases in interest rates may negatively
impact the Company’s net interest margin if interest expense increases
more quickly than interest income. The Company’s earning assets
(primarily its loan and investment portfolio) have longer maturities
than
its interest bearing liabilities (primarily deposits and other
borrowings); therefore, in a rising interest rate environment, interest
expense will increase more quickly than interest income as the interest
bearing liabilities reprice more quickly than earning
assets. In response to this challenge, the Banks model
quarterly the changes in income that would result from various changes
in
interest rates. Management believes Bank earning assets have
the appropriate maturity and repricing characteristics to optimize
earnings and the Banks’ interest rate risk
positions.
|
|
·
|
The
Company’s market in central Iowa has numerous banks, credit unions,
investment and insurance companies competing for similar business
opportunities. This competitive environment will continue to
put downward pressure on the Banks’ net interest margins and thus affect
profitability. Strategic planning efforts at the Company and
Banks continue to focus on capitalizing on the Banks’ strengths in local
markets while working to identify opportunities for improvement to
gain
competitive advantages.
|
|
·
|
A
substandard performance in the Company’s equity portfolio could lead to a
reduction in the historical level of realized security gains, thereby
negatively impacting the Company’s earnings. The Company
invests capital that may be utilized for future expansion in a portfolio
of primarily financial and utility stocks with an estimated fair
market
value of approximately $24 million as of December 31, 2006. The
Company focuses on stocks that have historically paid dividends in
an
effort to lessen the negative effects of a bear
market.
|
Key
Performance Indicators
Certain
key performance indicators for the Company and the industry are presented in
the
following chart. The industry figures are compiled by the Federal
Deposit Insurance Corporation (FDIC) and are derived from 8,681 commercial
banks
and savings institutions insured by the FDIC. Management reviews
these indicators on a quarterly basis for purposes of comparing the Company’s
performance from quarter to quarter against the industry as a
whole.
Selected
Indicators for the Company and the Industry
|
Year
Ended December 31,
|
|
||||||||||||||||||||||
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||||||||||||||
|
Company
|
|
|
Industry
|
|
|
Company
|
|
|
Industry
|
|
|
Company
|
|
|
Industry
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Return
on assets
|
|
|
1.34
|
%
|
|
|
1.28
|
%
|
|
|
1.40
|
%
|
|
|
1.28
|
%
|
|
|
1.56
|
%
|
|
|
1.29
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Return
on equity
|
|
|
9.99
|
%
|
|
|
12.34
|
%
|
|
|
10.57
|
%
|
|
|
12.46
|
%
|
|
|
11.47
|
%
|
|
|
13.28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net
interest margin
|
|
|
3.29
|
%
|
|
|
3.31
|
%
|
|
|
3.56
|
%
|
|
|
3.49
|
%
|
|
|
3.97
|
%
|
|
|
3.53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Efficiency
ratio
|
|
|
52.27
|
%
|
|
|
56.79
|
%
|
|
|
49.09
|
%
|
|
|
57.24
|
%
|
|
|
46.59
|
%
|
|
|
58.03
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Capital
ratio
|
|
|
13.38
|
%
|
|
|
8.23
|
%
|
|
|
13.21
|
%
|
|
|
8.25
|
%
|
|
|
13.62
|
%
|
|
|
8.12
|
%
|
Key
performance indicators include:
|
·
|
Return
on Assets
|
This
ratio is calculated by dividing net income by average assets. It is
used to measure how effectively the assets of the Company are being utilized
in
generating income. The Company’s return on assets ratio is in line
with that of the industry, however, this ratio has declined in 2006 as compared
to 2005 and 2004 as the result of lower net interest income.
|
·
|
Return
on Equity
|
This
ratio is calculated by dividing net income by average equity. It is
used to measure the net income or return the Company generated for the
shareholders’ equity investment in the Company. The Company’s return
on equity ratio is below that of the industry primarily as a result of lower
net
interest income in 2006 and the higher level of capital the Company maintains
for future growth and acquisitions.
|
·
|
Net
Interest Margin
|
The
ratio
is calculated by dividing net interest income by average earning
assets. Earning assets consist primarily of loans and investments
that earn interest. This ratio is used to measure how well the
Company is able to maintain interest rates on earning assets above those of
interest-bearing liabilities, which is the interest expense paid on deposit
accounts and other borrowings. The Company’s net interest margin is
in line with peer bank averages but has fallen since 2005 as rising market
interest rates have caused interest expense to increase more quickly than
interest income.
|
·
|
Efficiency
Ratio
|
This
ratio is calculated by dividing noninterest expense by net interest income
and
noninterest income. The ratio is a measure of the Company’s ability
to manage noninterest expenses. The Company’s efficiency ratio
compares favorably to the industry average.
|
·
|
Capital
Ratio
|
The
capital ratio is calculated by dividing average total equity capital by average
total assets. It measures the level of average assets that are funded
by shareholders’ equity. Given an equal level of risk in the
financial condition of two companies, the higher the capital ratio, generally
the more financially sound the company. The Company’s capital ratio
is significantly higher than the industry average.
Industry
Results
The
FDIC
Quarterly Banking Profile reported the following results for the fourth quarter
of 2006:
FDIC-insured
institutions reported total net income of $35.7 billion in the fourth quarter
of
2006. This was the lowest quarterly earnings total in 2006, but it was still
more than the industry has earned in any quarter prior to 2006. Fourth-quarter
net income was $3.0 billion (9.3%) more than insured institutions reported
in
the last quarter of 2005 when large losses in credit-card portfolios hurt
industry earnings. Fourth-quarter results were affected by accounting
adjustments triggered by a few large corporate restructurings that occurred
during the quarter; these adjustments had the effect of reducing a number of
reported income and expense items. If not for these adjustments, industry net
income probably would have set a new quarterly record, thanks to large one-time
gains at a few big institutions. However, core earnings would have still been
below the levels of the previous three quarters in 2006.
Net
interest income was $178 million (0.2%) higher in the fourth quarter than a
year
earlier. This is the smallest year-over-year increase in quarterly net interest
income in three years. Without the accounting impact of corporate
restructurings, the underlying growth rate would have been closer to 3.3%.
Similarly, the industry reported total noninterest income for the quarter of
$56.1 billion, or $677 million (1.2%) more than it reported for the fourth
quarter of 2005. Adjusted for the effect of the restructurings, the increase
in
noninterest income would have been approximately 13.7%. Among items that were
not affected by the restructurings, sales of securities and other assets yielded
net gains of $624 million in the fourth quarter, while extraordinary items
contributed another $2.1 billion to pretax earnings. This is the largest
quarterly amount of extraordinary gains ever reported. Most of the gains came
from the sale of retail branches and a trust operation between insured
institutions. One negative factor in fourth-quarter results was higher expenses
for bad loans. The fourth-quarter loan-loss provision of $9.6 billion was $923
million (10.6%) higher than in the fourth quarter of 2005, and was the largest
quarterly loss provision for the industry in two and a half years. The average
return on assets (ROA) for the fourth quarter was 1.21%, the same as in the
fourth quarter of 2005. Year-over-year improvements in quarterly profitability
were concentrated among the largest institutions. More than half of all
institutions — 52.4% — reported lower ROAs in the fourth quarter compared to the
fourth quarter of 2005. Three out of every four institutions reporting lower
ROAs also reported lower net interest margins.
About
two
out of every three insured institutions (64.4%) saw their net interest margins
decline between the third and fourth quarters of 2006. The industry’s average
margin declined from 3.38% to 3.20%, based on reported results. Excluding the
accounting impact of corporate restructurings, the industry’s fourth-quarter
margin would have been closer to 3.30%. In an environment of
relatively stable interest rates and an inverted yield curve, insured
institutions’ average funding costs rose more rapidly than their average asset
yields. This development is especially problematic for smaller institutions.
During 2006, insured institutions with assets less than $1 billion obtained
three-quarters of their net operating revenue (total noninterest income plus
net
interest income) from net interest income. Larger institutions obtained only
57.1% of their net operating revenue from net interest income.
Income
Statement Review
The
following highlights a comparative discussion of the major components of net
income and their impact for the last three years.
Critical
Accounting Policy
The
discussion contained in this Item 7 and other disclosures included within this
report are based on the Company’s audited consolidated financial
statements. These statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America. The financial information contained in these statements is,
for the most part, based on the financial effects of transactions and events
that have already occurred. However, the preparation of these statements
requires management to make certain estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses.
The
Company’s significant accounting policies are described in the “Notes to
Consolidated Financial Statements” accompanying the Company’s audited financial
statements. Based on its consideration of accounting policies that
involve the most complex and subjective estimates and judgments, management
has
identified the allowance for loan losses to be the Company’s most critical
accounting policy.
The
allowance for loan losses is established through a provision for loan losses
that is treated as an expense and charged against earnings. Loans are
charged against the allowance for loan losses when management believes that
collectibility of the principal is unlikely. The Company has policies and
procedures for evaluating the overall credit quality of its loan portfolio,
including timely identification of potential problem loans. On a
quarterly basis, management reviews the appropriate level for the allowance
for
loan losses, incorporating a variety of risk considerations, both quantitative
and qualitative. Quantitative factors include the Company’s
historical loss experience, delinquency and charge-off trends, collateral
values, known information about individual loans and other
factors. Qualitative factors include the general economic environment
in the Company’s market area. To the extent actual results differ
from forecasts and management’s judgment, the allowance for loan losses may be
greater or lesser than future charge-offs.
Average
Balances and Interest Rates
The
following two tables are used to calculate the Company’s net interest
margin. The first table includes the Company’s average assets and the
related income to determine the average yield on earning assets. The
second table includes the average liabilities and related expense to determine
the average rate paid on interest bearing liabilities. The net
interest margin is equal to the interest income less the interest expense
divided by average earning assets.
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||||||||||||||||||||||||||
|
Average
balance
|
|
|
Revenue
|
|
|
Yield
|
|
|
Average
balance
|
|
|
Revenue
|
|
|
Yield
|
|
|
Average
balance
|
|
|
Revenue
|
|
|
Yield
|
|
||||||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest-earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial
|
|
$
|
70,581
|
|
|
$
|
5,490
|
|
|
|
7.78
|
%
|
|
$
|
66,581
|
|
|
$
|
4,286
|
|
|
|
6.44
|
%
|
|
$
|
48,775
|
|
|
$
|
2,548
|
|
|
|
5.22
|
%
|
Agricultural
|
|
|
33,054
|
|
|
|
2,758
|
|
|
|
8.34
|
%
|
|
|
29,772
|
|
|
|
2,143
|
|
|
|
7.20
|
%
|
|
|
28,406
|
|
|
|
1,839
|
|
|
|
6.47
|
%
|
Real
estate
|
|
|
306,991
|
|
|
|
19,655
|
|
|
|
6.40
|
%
|
|
|
310,438
|
|
|
|
18,912
|
|
|
|
6.09
|
%
|
|
|
285,087
|
|
|
|
17,169
|
|
|
|
6.02
|
%
|
Consumer
and other
|
|
|
27,540
|
|
|
|
1,691
|
|
|
|
6.14
|
%
|
|
|
29,206
|
|
|
|
1,638
|
|
|
|
5.61
|
%
|
|
|
23,079
|
|
|
|
1,317
|
|
|
|
5.71
|
%
|
Total
loans (including fees)
|
|
$
|
438,166
|
|
|
$
|
29,594
|
|
|
|
6.75
|
%
|
|
$
|
435,997
|
|
|
$
|
26,979
|
|
|
|
6.19
|
%
|
|
$
|
385,347
|
|
|
$
|
22,873
|
|
|
|
5.94
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Taxable
|
|
$
|
212,897
|
|
|
$
|
9,195
|
|
|
|
4.32
|
%
|
|
$
|
216,785
|
|
|
$
|
8,823
|
|
|
|
4.07
|
%
|
|
$
|
213,043
|
|
|
$
|
8,911
|
|
|
|
4.18
|
%
|
Tax-exempt
2
|
|
|
123,427
|
|
|
|
7,913
|
|
|
|
6.41
|
%
|
|
|
126,323
|
|
|
|
8,006
|
|
|
|
6.34
|
%
|
|
|
127,048
|
|
|
|
8,125
|
|
|
|
6.40
|
%
|
Total
investment securities
|
|
$
|
336,324
|
|
|
$
|
17,108
|
|
|
|
5.09
|
%
|
|
$
|
343,108
|
|
|
$
|
16,829
|
|
|
|
4.90
|
%
|
|
$
|
340,091
|
|
|
$
|
17,036
|
|
|
|
5.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
bearing deposits with banks
|
|
$
|
4,114
|
|
|
$
|
139
|
|
|
|
3.38
|
%
|
|
$
|
7,037
|
|
|
$
|
169
|
|
|
|
2.40
|
%
|
|
$
|
8,713
|
|
|
$
|
130
|
|
|
|
1.49
|
%
|
Federal
funds sold
|
|
|
4,229
|
|
|
|
224
|
|
|
|
5.30
|
%
|
|
|
4,833
|
|
|
|
131
|
|
|
|
2.71
|
%
|
|
|
11,630
|
|
|
|
159
|
|
|
|
1.37
|
%
|
Total
Interest-earning assets
|
|
$
|
782,833
|
|
|
$
|
47,065
|
|
|
|
6.01
|
%
|
|
$
|
790,975
|
|
|
$
|
44,108
|
|
|
|
5.58
|
%
|
|
$
|
745,781
|
|
|
$
|
40,198
|
|
|
|
5.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-earning
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash
and due from banks
|
|
$
|
17,056
|
|
|
|
|
|
|
|
|
$
|
22,885
|
|
|
|
|
|
|
|
|
$
|
27,581
|
|
|
|
|
|
|
|
||||||
Premises
and equipment, net
|
|
|
11,005
|
|
|
|
|
|
|
|
|
|
9,229
|
|
|
|
|
|
|
|
|
|
8,517
|
|
|
|
|
|
|
|
||||||
Other,
less allowance for loan losses
|
|
|
7,556
|
|
|
|
|
|
|
|
|
|
8,109
|
|
|
|
|
|
|
|
|
|
11,197
|
|
|
|
|
|
|
|
||||||
Total
noninterest-earning assets
|
|
$
|
35,617
|
|
|
|
|
|
|
|
|
$
|
40,223
|
|
|
|
|
|
|
|
|
$
|
47,295
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
TOTAL
ASSETS
|
|
$
|
818,450
|
|
|
|
|
|
|
|
|
$
|
831,198
|
|
|
|
|
|
|
|
|
$
|
793,076
|
|
|
|
|
|
|
|
1
|
Average
loan balance includes nonaccrual loans, if any. Interest income
collected on nonaccrual loans has been
included.
|
2
|
Tax-exempt
income has been adjusted to a tax-equivalent basis using an incremental
tax rate of 35%.
|
Average
Balances and Interest Rates(continued)
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||||||||||||||||||||||||||
|
Average
balance
|
|
|
Revenue/
expense
|
|
|
Yield/
rate
|
|
|
Average
balance
|
|
|
Revenue/
expense
|
|
|
Yield/
rate
|
|
|
Average
balance
|
|
|
Revenue/
expense
|
|
|
Yield/
rate
|
|
||||||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest-bearing
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Savings,
NOW accounts, and money markets
|
|
$
|
314,567
|
|
|
$
|
8,250
|
|
|
|
2.62
|
%
|
|
$
|
323,334
|
|
|
$
|
5,757
|
|
|
|
1.78
|
%
|
|
$
|
329,410
|
|
|
$
|
3,210
|
|
|
|
0.97
|
%
|
Time
deposits < $100,000
|
|
|
182,241
|
|
|
|
7,071
|
|
|
|
3.88
|
%
|
|
|
173,966
|
|
|
|
5,530
|
|
|
|
3.18
|
%
|
|
|
173,581
|
|
|
|
4,974
|
|
|
|
2.87
|
%
|
Time
deposits> $100,000
|
|
|
99,123
|
|
|
|
4,422
|
|
|
|
4.46
|
%
|
|
|
90,687
|
|
|
|
3,095
|
|
|
|
3.41
|
%
|
|
|
70,076
|
|
|
|
1,759
|
|
|
|
2.51
|
%
|
Total
deposits
|
|
$
|
595,931
|
|
|
$
|
19,743
|
|
|
|
3.31
|
%
|
|
$
|
587,987
|
|
|
$
|
14,382
|
|
|
|
2.45
|
%
|
|
$
|
573,067
|
|
|
$
|
9,943
|
|
|
|
1.74
|
%
|
Other
borrowed funds
|
|
|
36,388
|
|
|
|
1,563
|
|
|
|
4.30
|
%
|
|
|
56,443
|
|
|
|
1,551
|
|
|
|
2.75
|
%
|
|
|
38,211
|
|
|
|
620
|
|
|
|
1.62
|
%
|
Total
Interest-bearing liabilities
|
|
$
|
632,319
|
|
|
$
|
21,306
|
|
|
|
3.37
|
%
|
|
$
|
644,430
|
|
|
$
|
15,933
|
|
|
|
2.47
|
%
|
|
$
|
611,278
|
|
|
$
|
10,563
|
|
|
|
1.73
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Demand
deposits
|
|
$
|
70,095
|
|
|
|
|
|
|
|
|
$
|
69,577
|
|
|
|
|
|
|
|
|
$
|
65,785
|
|
|
|
|
|
|
|
||||||
Other
liabilities
|
|
|
6,528
|
|
|
|
|
|
|
|
|
|
7,389
|
|
|
|
|
|
|
|
|
|
8,009
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders'
equity
|
|
$
|
109,508
|
|
|
|
|
|
|
|
|
$
|
109,802
|
|
|
|
|
|
|
|
|
$
|
108,004
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
818,450
|
|
|
|
|
|
|
|
|
$
|
831,198
|
|
|
|
|
|
|
|
|
$
|
793,076
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net
interest income
|
|
|
|
|
$
|
25,759
|
|
|
|
3.29
|
%
|
|
|
|
|
$
|
28,177
|
|
|
|
3.56
|
%
|
|
|
|
|
$
|
29,635
|
|
|
|
3.97
|
%
|
|||
Spread
Analysis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest
income/average assets
|
|
|
|
|
$
|
47,065
|
|
|
|
5.75
|
%
|
|
|
|
|
$
|
44,108
|
|
|
|
5.31
|
%
|
|
|
|
|
$
|
40,198
|
|
|
|
5.07
|
%
|
|||
Interest
expense/average assets
|
|
|
|
|
|
21,306
|
|
|
|
2.60
|
%
|
|
|
|
|
|
15,931
|
|
|
|
1.92
|
%
|
|
|
|
|
|
10,563
|
|
|
|
1.33
|
%
|
|||
Net
interest income/average assets
|
|
|
|
|
|
25,759
|
|
|
|
3.15
|
%
|
|
|
|
|
|
28,177
|
|
|
|
3.39
|
%
|
|
|
|
|
|
29,635
|
|
|
|
3.74
|
%
|
Rate
and
Volume Analysis
The
rate
and volume analysis is used to determine how much of the change in interest
income or expense is the result of a change in volume or a change in interest
rate. For example, commercial loan interest income increased
$1,204,000 in 2006 compared to 2005. An increased volume of
commercial loans added $270,000 in income in 2006 and higher interest rates
increased interest income in 2006 by $934,000.
The
following table sets forth, on a tax-equivalent basis, a summary of the changes
in net interest income resulting from changes in volume and rates.
(dollars
in thousands)
|
|
2006
Compared to 2005
|
|
|
2005
Compared to 2004
|
|
||||||||||||||||||
|
Volume
|
|
|
Rate
|
|
|
Total 1
|
|
|
Volume
|
|
|
Rate
|
|
|
Total
|
|
|||||||
Interest
income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$
|
270
|
|
|
$
|
934
|
|
|
$
|
1,204
|
|
|
$
|
1,060
|
|
|
$
|
678
|
|
|
$
|
1,738
|
|
Agricultural
|
|
|
253
|
|
|
|
362
|
|
|
|
615
|
|
|
|
91
|
|
|
|
213
|
|
|
|
304
|
|
Real
estate
|
|
|
(212
|
)
|
|
|
955
|
|
|
|
743
|
|
|
|
1,541
|
|
|
|
202
|
|
|
|
1,743
|
|
Consumer
and other
|
|
|
(97
|
)
|
|
|
150
|
|
|
|
53
|
|
|
|
344
|
|
|
|
(23
|
)
|
|
|
321
|
|
Total
loans (including fees)
|
|
$
|
214
|
|
|
$
|
2,401
|
|
|
$
|
2,615
|
|
|
$
|
3,036
|
|
|
$
|
1,070
|
|
|
$
|
4,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Investment
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Taxable
|
|
$
|
(161
|
)
|
|
$
|
533
|
|
|
$
|
372
|
|
|
$
|
152
|
|
|
$
|
(240
|
)
|
|
$
|
(88
|
)
|
Tax-exempt
|
|
|
(182
|
)
|
|
|
89
|
|
|
|
(93
|
)
|
|
|
(45
|
)
|
|
|
(74
|
)
|
|
|
(119
|
)
|
Total
investment securities
|
|
$
|
(343
|
)
|
|
$
|
622
|
|
|
|
279
|
|
|
$
|
107
|
|
|
$
|
(314
|
)
|
|
$
|
(207
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest
bearing deposits with banks
|
|
$
|
(84
|
)
|
|
$
|
53
|
|
|
$
|
(31
|
)
|
|
$
|
(29
|
)
|
|
$
|
68
|
|
|
$
|
39
|
|
Federal
funds sold
|
|
|
(18
|
)
|
|
|
112
|
|
|
|
94
|
|
|
|
(127
|
)
|
|
|
99
|
|
|
|
(28
|
)
|
Total
Interest-earning assets
|
|
$
|
(231
|
)
|
|
$
|
3,188
|
|
|
$
|
2,957
|
|
|
$
|
2,987
|
|
|
$
|
923
|
|
|
$
|
3,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest-bearing
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings,
NOW accounts, and money markets
|
|
$
|
(160
|
)
|
|
$
|
2,653
|
|
|
$
|
2,493
|
|
|
$
|
(60
|
)
|
|
$
|
2,605
|
|
|
$
|
2,545
|
|
Time
deposits < $100,000
|
|
|
274
|
|
|
|
1,267
|
|
|
|
1,541
|
|
|
|
12
|
|
|
|
544
|
|
|
|
556
|
|
Time
deposits> $100,000
|
|
|
308
|
|
|
|
1,020
|
|
|
|
1,328
|
|
|
|
602
|
|
|
|
734
|
|
|
|
1,336
|
|
Total
deposits
|
|
$
|
422
|
|
|
$
|
4,940
|
|
|
$
|
5,362
|
|
|
$
|
554
|
|
|
$
|
3,883
|
|
|
$
|
4,437
|
|
Other
borrowed funds
|
|
|
(672
|
)
|
|
|
683
|
|
|
|
11
|
|
|
|
378
|
|
|
|
553
|
|
|
|
931
|
|
Total
Interest-bearing liabilities
|
|
$
|
(250
|
)
|
|
$
|
5,623
|
|
|
$
|
5,373
|
|
|
$
|
932
|
|
|
$
|
4,436
|
|
|
$
|
5,368
|
|
Net
interest income/earning assets
|
|
$
|
19
|
|
|
$
|
(2,435
|
)
|
|
$
|
(2,416
|
)
|
|
$
|
2,055
|
|
|
$
|
(3,513
|
)
|
|
$
|
(1,458
|
)
|
1
|
The
change in interest due to both volume and yield/rate has been allocated
to
change due to volume and change ue to yield/rate in proportion to
the
absolute value of the change in
each.
|
Net
Interest Income
The
Company’s largest component contributing to net income is net interest income,
which is the difference between interest earned on earning assets (which are
primarily loans and investments) and interest paid on interest bearing
liabilities (which are primarily deposits accounts and other
borrowings). The volume of and yields earned on earning assets and
the volume of and the rates paid on interest bearing liabilities determine
net
interest income. Refer to the tables preceding this paragraph for
additional detail. Interest earned and interest paid is also affected
by general economic conditions, particularly changes in market interest rates,
and by government policies and the action of regulatory
authorities. Net interest income divided by average earning assets is
referred to as net interest margin. For the years December 31, 2006,
2005 and 2004, the Company's net interest margin was 3.29%, 3.56% and 3.97%,
respectively.
Net
interest income during 2006, 2005 and 2004 totaled $22,990,000, $25,373,000
and
$26,790,000, respectively, representing a 9% decrease in 2006 from 2005 and
a 5%
decrease in 2005 compared to 2004. Net interest income has fallen
since 2004 as rising market interest rates have caused interest expense to
increase more quickly than interest income.
The
high
level of competition in the local markets and increasing market interest rates
will continue to put downward pressure on the net interest margin of the
Company. Currently, the Company’s largest market, Ames, Iowa, has nine banks,
two thrifts, four credit unions and several other financial investment
companies. Multiple banks are also located in the Company’s other communities
creating similarly competitive environments.
Provision
for Loan Losses
The
provision for loan losses reflects management's judgment of the expense to
be
recognized in order to maintain an adequate allowance for loan
losses. The Company’s
credit for loan losses for the year ending December 31, 2006 was $183,000
compared to a provision expense of $331,000 during the same period last year.
A
reduction in the specific reserve for a problem credit and declining loan demand
allowed a decrease in the required level of the allowance for loan losses
calculated by the Banks. This decrease in estimated allowance created
the credit for loan losses. The $331,000 of provision expense
for loan losses during 2005 was lower than the $479,000 recorded in 2004
primarily as the result of a lower level of problem loans in
2005. Refer to the Asset Quality and Credit Risk Management
discussion for additional details with regard to loan loss provision
expense.
Management
believes the allowance for loan losses to be adequate to absorb probable losses
in the current portfolio. This statement is based upon management's continuing
evaluation of inherent risks in the current loan portfolio, current levels
of
classified assets and general economic factors. The Company will continue to
monitor the allowance and make future adjustments to the allowance as conditions
dictate.
Noninterest
Income and Expense
Total
noninterest income is comprised
primarily of fee-based revenues from trust and agency services, bank related
service charges on deposit activities, net securities gains generated primarily
by the Company’s equity holdings, merchant and ATM fees related to electronic
processing of merchant and cash transactions and secondary market
income.
Noninterest
income during 2006, 2005 and 2004 totaled $6,674,000, $5,613,000 and $5,269,000,
respectively, representing a 19% increase in 2006 from 2005 and a 7% increase
in
2005 from 2004. The increase in 2006 is primarily the result of a
first quarter $471,000 gain on the foreclosure of a commercial real estate
property where the fair market value determined by an independent appraisal
exceeded the loan carrying amount, an increase of $339,000 in realized gains
on
the sale of securities in the Company's equity portfolio, and higher trust
department income. The higher non-interest income in 2005 compared to
2004 related to higher realized gains on the sale of securities and improved
trust department income.
Noninterest
expense for the Company
consists of all operating expenses other than interest expense on deposits
and
other borrowed funds. Historically, the Company has not had any
material expenses relating to discontinued operations, extraordinary losses
or
adjustments from a change in accounting principles. Salaries and
employee benefits are the largest component of the Company’s operating expenses
and comprise 61% of noninterest expenses in 2006.
Noninterest
expense during 2006, 2005 and 2004 totaled $15,504,000, $15,210,000 and
$14,935,000, respectively, representing a 2% increase in both 2006 and
2005. Lower incentive compensation for senior officers of the Company
and Banks in 2006 and 2005 contributed to the limited increase in noninterest
expense. The percentage of noninterest expense to average assets was
1.89% in 2006, compared to 1.83% and 1.88% during 2005 and 2004,
respectively.
Provision
for Income Taxes
The
provision for income taxes for 2006, 2005 and 2004 was $3,399,000, $3,836,000
and $4,255,000, respectively. This amount represents an effective tax rate
of
24% during 2006, compared to 25% and 26% for 2005 and 2004,
respectively. The Company's marginal federal tax rate is currently
35%. The difference between the Company's effective and marginal tax
rate is primarily related to investments made in tax exempt
securities.
Balance
Sheet Review
The
Company’s assets are comprised primarily of loans and investment
securities. Average earning asset maturity or repricing dates are
less than five years for the combined portfolios as the assets are funded for
the most part by short term deposits with either immediate availability or
less
than one year average maturities. This exposes the Company to risk
with regard to changes in interest rates that are more fully explained in Item
7A of this report “Quantitative and Qualitative Disclosures about Market
Risk”.
Total
assets increased to $838,853,000 in 2006 compared to $819,384,000 in 2005,
a 2%
increase. The securities portfolio grew $21 million and federal funds
sold grew by $13 million, offset by a decline of $11 million in the Company’s
loan portfolio when comparing year end 2006 and 2005.
Loan
Portfolio
Net
loans
for the year ended December 31, 2006 totaled $429,123,000, down from the $440,318,000
as
of December 31, 2005, a decrease of 3%. The decrease in loan volume can be
primarily attributed to softening loan demand in 2006 and the payoff of a large
loan from a local municipality. Loans are the primary contributor to
the Company’s revenues and cash flows. The average yield on loans was
166 and 129 basis points higher in 2006 and 2005, respectively, in comparison
to
the average tax-equivalent investment portfolio yields.
Types
of
Loans
The
following table sets forth the composition of the Company's loan portfolio
for
the past five years ending at December 31, 2006.
(dollars
in thousands)
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|||||
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction
|
|
$
|
30,600
|
|
|
$
|
23,973
|
|
|
$
|
21,042
|
|
|
$
|
13,126
|
|
|
$
|
13,518
|
|
1-4
family residential
|
|
|
103,620
|
|
|
|
102,043
|
|
|
|
97,612
|
|
|
|
84,645
|
|
|
|
81,239
|
|
Commercial
|
|
|
139,149
|
|
|
|
153,920
|
|
|
|
160,176
|
|
|
|
150,723
|
|
|
|
136,351
|
|
Agricultural
|
|
|
31,092
|
|
|
|
30,606
|
|
|
|
27,443
|
|
|
|
24,297
|
|
|
|
21,693
|
|
Commercial
|
|
|
73,760
|
|
|
|
71,430
|
|
|
|
57,189
|
|
|
|
38,555
|
|
|
|
40,097
|
|
Agricultural
|
|
|
33,434
|
|
|
|
32,216
|
|
|
|
30,713
|
|
|
|
27,815
|
|
|
|
26,022
|
|
Consumer
and other
|
|
|
24,276
|
|
|
|
33,340
|
|
|
|
24,584
|
|
|
|
23,242
|
|
|
|
19,921
|
|
Total
loans
|
|
|
435,931
|
|
|
|
447,528
|
|
|
|
418,759
|
|
|
|
362,403
|
|
|
|
338,841
|
|
Deferred
loan fees, net
|
|
|
276
|
|
|
|
445
|
|
|
|
644
|
|
|
|
819
|
|
|
|
777
|
|
Total
loans net of deferred fees
|
|
$
|
435,655
|
|
|
$
|
447,083
|
|
|
$
|
418,115
|
|
|
$
|
361,584
|
|
|
$
|
338,064
|
|
The
Company's loan portfolio consists of real estate loans, commercial loans,
agricultural loans and consumer loans. As of December 31, 2006, gross
loans totaled approximately $436 million, which equals approximately 64% of
total deposits and 52% of total assets. The Company’s peer group
(consisting of 413 bank holding companies with total assets of $500 to $1,000
million) loan to deposit ratio as of September 30, 2006 was a much higher
90%. The primary factor relating to the lower loan to deposit ratio
for the Company compared to peer group averages is a more conservative
underwriting philosophy. As of December 31, 2006, the majority of the
loans were originated directly by the Banks to borrowers within the Banks’
principal market areas. There are no foreign loans outstanding during the years
presented.
Real
estate loans include various types of loans for which the Banks hold real
property as collateral and consist of loans primarily on commercial properties
and single family residences. Real estate loans typically have fixed
rates for up to five years, with the Company’s loan policy permitting a maximum
fixed rate maturity of up to 15 years. The majority of construction
loan volume is to contractors to construct commercial buildings and these loans
generally have maturities of up to 12 months. The Banks originate
residential real estate loans for sale to the secondary market for a
fee.
Commercial
loans consist primarily of loans to businesses for various purposes, including
revolving lines to finance current operations, floor-plans, inventory and
accounts receivable; capital expenditure loans to finance equipment and other
fixed assets; and letters of credit. These loans generally have short
maturities, have either adjustable or fixed rates and are unsecured or secured
by inventory, accounts receivable, equipment and/or real estate.
Agricultural
loans play an important part in the Banks’ loan portfolios. Iowa is a
major agricultural state and is a national leader in both grain and livestock
production. The Banks play a significant role in their communities in
financing operating, livestock and real estate activities for area
producers.
Consumer
loans include loans extended to individuals for household, family and other
personal expenditures not secured by real estate. The majority of the
Banks’ consumer lending is for vehicles, consolidation of personal debts,
household appliances and improvements.
The
interest rates charged on loans vary with the degree of risk and the amount
and
maturity of the loan. Competitive pressures, market interest rates,
the availability of funds and government regulation further influence the rate
charged on a loan. The Banks follow a loan policy, which has been approved
by
both the board of directors of the Company and the Banks, and is overseen by
both Company and Bank management. These policies establish lending
limits, review and grading criteria and other guidelines such as loan
administration and allowance for loan losses. Loans are approved by
the Banks’ board of directors and/or designated officers in accordance with
respective guidelines and underwriting policies of the
Company. Credit limits generally vary according to the type of loan
and the individual loan officer’s experience. Loans to any one
borrower are limited by applicable state and federal banking laws.
Maturities
and Sensitivities of Loans to Changes in Interest Rates as of December 31,
2006
The
contractual maturities of the Company's loan portfolio are as shown below.
Actual maturities may differ from contractual maturities because individual
borrowers may have the right to prepay loans with or without prepayment
penalties.
|
Within
one
year
|
|
|
After
one
year
but
within
five
years
|
|
|
After
five
years
|
|
|
Total
|
|
|||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||
Real
Estate
|
|
|
|
|
|
|
|
|
||||||||
Construction
|
|
$
|
24,304
|
|
|
$
|
5,823
|
|
|
$
|
473
|
|
|
$
|
30,600
|
|
1-4
family residential
|
|
|
6,129
|
|
|
|
45,227
|
|
|
|
52,264
|
|
|
|
103,620
|
|
Commercial
|
|
|
23,027
|
|
|
|
88,078
|
|
|
|
28,044
|
|
|
|
139,149
|
|
Agricultural
|
|
|
2,528
|
|
|
|
5,105
|
|
|
|
23,459
|
|
|
|
31,092
|
|
Commercial
|
|
|
30,653
|
|
|
|
34,349
|
|
|
|
8,758
|
|
|
|
73,760
|
|
Agricultural
|
|
|
22,310
|
|
|
|
9,769
|
|
|
|
1,355
|
|
|
|
33,434
|
|
Consumer
and other
|
|
|
4,212
|
|
|
|
16,365
|
|
|
|
3,699
|
|
|
|
24,276
|
|
Total
loans
|
|
$
|
113,163
|
|
|
$
|
204,716
|
|
|
$
|
118,052
|
|
|
$
|
435,931
|
|
|
After
one
year
but
within
five
years
|
|
|
After
five
years
|
|
|||
Loan
maturities after one year with:
|
|
|
|
|
||||
Fixed
rates
|
|
$
|
175,326
|
|
|
$
|
24,159
|
|
Variable
rates
|
|
|
29,390
|
|
|
|
93,893
|
|
|
$
|
204,716
|
|
|
$
|
118,052
|
|
Loans
Held For Sale
Mortgage
origination funding awaiting delivery to the secondary market totaled $526,000
and $981,000 as of December 31, 2006 and 2005,
respectively. Residential mortgage loans are originated by the Banks
and sold to several secondary mortgage market outlets based upon customer
product preferences and pricing considerations. The mortgages are
sold in the secondary market to eliminate interest rate risk and to generate
secondary market fee income. It is not anticipated at the present
time that loans held for sale will become a significant portion of total
assets.
Investment
Portfolio
Total
investments as of December 31, 2006 were $354,572,000, an increase of $21
million or 6% from the prior year end. As of December 31, 2006 and
2005, the investment portfolio comprised 42% and 41% of total assets,
respectively.
The
following table presents the market values, which represent the carrying values
due to the available-for-sale classification, of the Company’s investment
portfolio as of December 31, 2006, 2005 and 2004, respectively. This
portfolio provides the Company with a significant amount of
liquidity.
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
(dollars
in thousands)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|||||||
U.S.
treasury securities
|
|
$
|
509
|
|
|
$
|
516
|
|
|
$
|
531
|
|
U.S.
government agencies
|
|
|
139,745
|
|
|
|
134,288
|
|
|
|
137,634
|
|
States
and political subdivisions
|
|
|
119,908
|
|
|
|
108,373
|
|
|
|
113,818
|
|
Corporate
bonds
|
|
|
60,624
|
|
|
|
59,567
|
|
|
|
77,573
|
|
Equity
securities
|
|
|
33,786
|
|
|
|
30,766
|
|
|
|
33,904
|
|
Total
|
|
$
|
354,572
|
|
|
$
|
333,510
|
|
|
$
|
363,460
|
|
Investments
in states and political subdivisions represent purchases of municipal bonds
located primarily in the state of Iowa and contiguous states.
Investment
in other securities includes corporate debt obligations of companies located
and
doing business throughout the United States. The debt obligations
were all within the credit ratings acceptable under the Company’s investment
policy with the exception of the corporate debt obligations of one corporation
that has a Moody’s sub investment quality rating of Ba1 as of December 31,
2006. These corporate bonds had a fair market and carrying value as
of December 31, 2006 of $1,776,000 and $1,759,000, respectively. The
Company does not consider the corporate bonds to be other than temporarily
impaired as of December 31, 2006. As of December 31, 2006, the
Company did not have securities from a single issuer, except for the United
States Government or its agencies, which exceeded 10% of consolidated
stockholders’ equity. The equity securities portfolio consists primarily of
financial and utility stocks as of December 31, 2006, 2005, and
2004.
Investment
Maturities as of December 31, 2006
The
investments in the following table are reported by contractual maturity.
Expected maturities may differ from contractual maturities because borrowers
may
have the right to call or prepay obligations with or without prepayment
penalties.
|
Within
one
year
|
|
|
After
one
year
but
within
five
years
|
|
|
After
five
years
but
within
ten
years
|
|
|
After
ten
years
|
|
|
Total
|
|
||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S.
treasury securities
|
|
|
-
|
|
|
$
|
509
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
509
|
|
U.S.
government agencies
|
|
$
|
39,959
|
|
|
|
65,484
|
|
|
$
|
26,273
|
|
|
$
|
3,441
|
|
|
|
139,745
|
|
States
and political subdivisions
|
|
|
15,763
|
|
|
|
38,733
|
|
|
|
56,692
|
|
|
|
13,307
|
|
|
|
124,495
|
|
Corporate
bonds
|
|
|
10,246
|
|
|
|
35,366
|
|
|
|
15,012
|
|
|
|
-
|
|
|
|
60,624
|
|
Total
|
|
$
|
65,968
|
|
|
$
|
140,092
|
|
|
$
|
97,977
|
|
|
$
|
16,748
|
|
|
$
|
320,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted
average yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S.
treasury
|
|
|
-
|
|
|
|
5.20
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
5.20
|
%
|
U.S.
government agencies
|
|
|
3.36
|
%
|
|
|
4.22
|
%
|
|
|
6.43
|
%
|
|
|
6.38
|
%
|
|
|
4.21
|
%
|
States
and political subdivisions*
|
|
|
5.40
|
%
|
|
|
6.14
|
%
|
|
|
6.45
|
%
|
|
|
6.33
|
%
|
|
|
6.21
|
%
|
Corporate
bonds
|
|
|
3.88
|
%
|
|
|
5.28
|
%
|
|
|
5.92
|
%
|
|
|
-
|
|
|
|
5.20
|
%
|
Total
|
|
|
3.93
|
%
|
|
|
5.02
|
%
|
|
|
6.36
|
%
|
|
|
6.34
|
%
|
|
|
5.24
|
%
|
*
|
Yields
on tax-exempt obligations of states and political subdivisions have
been
computed on a tax-equivalent basis.
|
Deposits
Types
of
Deposits
Total
deposits equaled $680,356,000 and $668,342,000 as of December 31, 2006 and
2005,
respectively. The increase of $12,014,000 can be attributed to
deposit growth at First National, Randall-Story Bank and United
Bank. The deposit category seeing the largest balance increases was
demand and interest-bearing checking (NOW) accounts.
The
Company’s primary source of funds is customer deposits. The Company attempts to
attract noninterest-bearing deposits, which are a low-cost funding source.
In
addition, the Banks offer a variety of interest-bearing accounts designed to
attract both short-term and longer-term deposits from customers.
Interest-bearing accounts earn interest at rates established by Bank management
based on competitive market factors and the Company’s need for funds. While
nearly 75% of the Banks’ certificates of deposit mature in the next year, it is
anticipated that a majority of these certificates will be
renewed. Rate sensitive certificates of deposits in excess of
$100,000 are subject to somewhat higher volatility with regard to renewal volume
as the Banks adjust rates based upon funding needs. In the event a substantial
volume of certificates are not renewed, the Company has sufficient liquid assets
and borrowing lines to fund significant runoff. A sustained reduction in deposit
volume would have a significant negative impact on the Company’s operation and
liquidity. The Company has $7,406,000 of brokered deposits as of December 31,
2006 and did not have any brokered deposits as of December 31,
2005.
Average
Deposits by Type
The
following table sets forth the average balances for each major category of
deposit and the weighted average interest rate paid for deposits during the
years ended December 31, 2006, 2005 and 2004.
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||||||||||||||
|
Amount
|
|
|
Rate
|
|
|
Amount
|
|
|
Rate
|
|
|
Amount
|
|
|
Rate
|
|
|||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Noninterest
bearing demand deposits
|
|
$
|
70,095
|
|
|
|
-
|
|
|
$
|
69,577
|
|
|
|
-
|
|
|
$
|
65,785
|
|
|
|
-
|
|
Interest
bearing demand deposits
|
|
|
153,619
|
|
|
|
2.44
|
%
|
|
|
154,156
|
|
|
|
1.63
|
%
|
|
|
154,332
|
|
|
|
0.80
|
%
|
Money
market deposits
|
|
|
134,078
|
|
|
|
3.16
|
%
|
|
|
141,492
|
|
|
|
2.12
|
%
|
|
|
146,479
|
|
|
|
1.25
|
%
|
Savings
deposits
|
|
|
26,870
|
|
|
|
0.99
|
%
|
|
|
27,686
|
|
|
|
0.90
|
%
|
|
|
28,599
|
|
|
|
0.47
|
%
|
Time
certificates < $100,000
|
|
|
182,241
|
|
|
|
3.88
|
%
|
|
|
173,966
|
|
|
|
3.18
|
%
|
|
|
173,581
|
|
|
|
2.87
|
%
|
Time
certificates> $100,000
|
|
|
99,123
|
|
|
|
4.46
|
%
|
|
|
90,687
|
|
|
|
3.41
|
%
|
|
|
70,076
|
|
|
|
2.51
|
%
|
|
$
|
666,026
|
|
|
|
|
|
$
|
657,564
|
|
|
|
|
|
$
|
638,852
|
|
|
|
|
Deposit
Maturity
The
following table shows the amounts and remaining maturities of time certificates
of deposit that had balances of $100,000 and over as of December 31, 2006,
2005
and 2004.
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
(dollars
in thousands)
|
|
|
|
|
|
|
||||||
3
months or less
|
|
$
|
33,393
|
|
|
$
|
25,933
|
|
|
$
|
20,613
|
|
Over
3 through 12 months
|
|
|
45,898
|
|
|
|
47,279
|
|
|
|
29,217
|
|
Over
12 through 36 months
|
|
|
20,047
|
|
|
|
26,431
|
|
|
|
17,131
|
|
Over
36 months
|
|
|
2,893
|
|
|
|
1,399
|
|
|
|
2,103
|
|
Total
|
|
$
|
102,231
|
|
|
$
|
101,042
|
|
|
$
|
69,064
|
|
Borrowed
Funds
Borrowed
funds that may be utilized by the Company are comprised of Federal Home Loan
Bank (FHLB) advances, federal funds purchased, Treasury, Tax, and Loan option
notes, and repurchase agreements. Borrowed funds are an alternative
funding source to deposits and can be used to fund the Company’s assets and
unforeseen liquidity needs. FHLB advances are loans from the FHLB
that can mature daily or have longer maturities for fixed or floating rates
of
interest. Federal funds purchased are borrowings from other banks
that mature daily. Securities sold under agreement to repurchase
(repurchase agreements) are similar to deposits as they are funds lent by
various Bank customers; however, the bank pledges investment securities to
secure such borrowings. The Company’s repurchase agreements normally
reprice daily. Treasury, Tax, and Loan option notes consist of short
term borrowing of tax deposits from the federal government and are not a
significant source of borrowing for the Company.
The
following table summarizes the outstanding amount of, and the average rate
on,
borrowed funds as of December 31, 2006, 2005 and 2004.
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||||||||||||||
|
Balance
|
|
|
Average
Rate
|
|
|
Balance
|
|
|
Average
Rate
|
|
|
Balance
|
|
|
Average
Rate
|
|
|||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Federal
funds purchased and repurchase agreements
|
|
$
|
34,728
|
|
|
|
4.42
|
%
|
|
$
|
34,660
|
|
|
|
3.38
|
%
|
|
$
|
64,072
|
|
|
|
1.99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other
short-term borrowings
|
|
|
1,470
|
|
|
|
4.92
|
%
|
|
|
2,861
|
|
|
|
4.52
|
%
|
|
$
|
-
|
|
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
FHLB
term advances
|
|
|
2,000
|
|
|
|
5.03
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
Total
|
|
$
|
38,198
|
|
|
|
4.47
|
%
|
|
$
|
37,521
|
|
|
|
3.46
|
%
|
|
$
|
64,072
|
|
|
|
1.99
|
%
|
Average
Annual Borrowed Funds
The
following table sets forth the average amount of, the average rate paid and
maximum outstanding balance on, borrowed funds for the years ended December
31,
2006, 2005 and 2004.
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||||||||||||||
|
Average
Balance
|
|
|
Average
Rate
|
|
|
Average
Balance
|
|
|
Average
Rate
|
|
|
Average
Balance
|
|
|
Average
Rate
|
|
|||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Federal
funds purchased & repurchase agreements
|
|
$
|
34,692
|
|
|
|
4.24
|
%
|
|
$
|
55,337
|
|
|
|
2.72
|
%
|
|
$
|
38,211
|
|
|
|
1.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other
short-term borrowings
|
|
|
1,029
|
|
|
|
5.73
|
%
|
|
|
1,096
|
|
|
|
4.29
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
FHLB
term advances
|
|
|
667
|
|
|
|
5.03
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
-
|
|
|
|
-
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
$
|
36,388
|
|
|
|
4.30
|
%
|
|
$
|
56,443
|
|
|
|
2.75
|
%
|
|
$
|
38,211
|
|
|
|
1.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Maximum
Amount Outstanding during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Federal
funds purchased and repurchase agreements
|
|
$
|
44,928
|
|
|
|
|
|
$
|
70,489
|
|
|
|
|
|
$
|
65,391
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Other
short-term borrowings
|
|
|
2,415
|
|
|
|
|
|
$
|
5,000
|
|
|
|
|
|
|
-
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
FHLB
term advances
|
|
|
2,000
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
Off-Balance-Sheet
Arrangements
The
Company is party to financial instruments with off-balance-sheet risk in the
normal course of business. These financial instruments include
commitments to extend credit and standby letters of credit that assist customers
with their credit needs to conduct business. The instruments involve,
to varying degrees, elements of credit risk in excess of the amount recognized
in the balance sheet. As of December 31, 2006, the financial
instruments most likely impact on revenues, expenses, or cash flows of the
Company would come from unidentified credit risk causing higher provision
expense for loan losses in future periods. These financial
instruments are not expected to have a significant impact on the liquidity
or
capital resources of the Company. For additional information, see
footnote 10 of the “Notes to Consolidated Statements” and the “Liquidity and
Capital Resources” section of this discussion.
Contractual
Obligations
The
following table sets forth the balance of contractual obligations
by
maturity
period as of December 31, 2006 (in thousands).
|
|
|
Payments
due by period
|
|
||||||||||||||||
Contractual
Obligations
|
|
Total
|
|
|
Less
than
1
year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
More
than
5
years
|
|
|||||
Deposits
|
|
$
|
680,356
|
|
|
$
|
608,990
|
|
|
$
|
67,236
|
|
|
$
|
4,130
|
|
|
$
|
-
|
|
Other
Borrowings
|
|
|
38,198
|
|
|
|
36,198
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
Operating
Lease Obligation
|
|
|
84
|
|
|
|
21
|
|
|
|
42
|
|
|
|
21
|
|
|
|
-
|
|
Purchase
Obligations
|
|
|
1,966
|
|
|
|
624
|
|
|
|
1,248
|
|
|
|
94
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
720,604
|
|
|
$
|
645,833
|
|
|
$
|
68,526
|
|
|
$
|
6,245
|
|
|
$
|
-
|
|
Purchase
obligations include data processing and Internet banking services contracts
that
include termination provisions that would accelerate all future payments in
the
event the Company changed service providers prior to the contracts’
expirations.
Asset
Quality Review and Credit Risk Management
The
Company’s credit risk is centered in the loan portfolio, which on December 31,
2006 totaled $429,123,000 as compared to $440,318,000 as of December 31, 2005,
a
decrease of 3%. Net loans comprise 51% of total assets as of the end
of 2006. The object in managing loan portfolio risk is to reduce the
risk of loss resulting from a customer’s failure to perform according to the
terms of a transaction and to quantify and manage credit risk on a portfolio
basis. As the following chart indicates, the Company’s credit risk
management practices have resulted in a low level of non-performing assets
that
total $3,857,000 as of December 31, 2006. The Company’s level of
problem assets as a percentage of assets of 0.46% as December 31, 2006 compares
favorably to the average for FDIC insured institutions as of September 30,
2006
of 0.55%.
Non-performing
Assets
The
following table sets forth information concerning the Company's non-performing
assets for the past five years ending December 31, 2006.
(dollars
in thousands)
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|||||
Non-performing
assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonaccrual
loans
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
90 days or more past due
|
|
$
|
291
|
|
|
$
|
606
|
|
|
$
|
1,896
|
|
|
$
|
1,756
|
|
|
$
|
2,015
|
|
and
still accruing
|
|
|
758
|
|
|
|
83
|
|
|
|
80
|
|
|
|
431
|
|
|
|
394
|
|
Total
non-performing loans
|
|
|
1,049
|
|
|
|
689
|
|
|
|
1,976
|
|
|
|
2,187
|
|
|
|
2,409
|
|
Other
real estate owned
|
|
|
2,808
|
|
|
|
1,742
|
|
|
|
772
|
|
|
|
159
|
|
|
|
295
|
|
Total
non-performing assets
|
|
$
|
3,857
|
|
|
$
|
2,431
|
|
|
$
|
2,748
|
|
|
$
|
2,346
|
|
|
$
|
2,704
|
|
The
accrual of interest on non-accrual and other impaired loans is discontinued
at
90 days or when, in the opinion of management, the borrower may be unable to
meet payments as they become due. When interest accrual is discontinued, all
unpaid accrued interest is reversed. Interest income is subsequently recognized
only to the extent cash payments are received. Interest income on restructured
loans is recognized pursuant to the terms of the new loan agreement. Interest
income on other impaired loans is monitored and based upon the terms of the
underlying loan agreement. However, the recorded net investment in impaired
loans, including accrued interest, is limited to the present value of the
expected cash flows of the impaired loan or the observable fair market value
of
the loan’s collateral.
At
December 31, 2006 and 2005, the
Company had impaired loans of approximately $1,049,000 and $689,000,
respectively. The allowance for loan losses related to these impaired
loans was approximately $142,000 and $55,000 at December 31, 2006 and 2005,
respectively. The average balances of impaired loans for the years
ended December 31, 2006 and 2005 were $1,729,000 and $1,645,000,
respectively. For the years ended December 31, 2006, 2005, and 2004,
interest income which would have been recorded under the original terms of
such
loans was approximately $42,000, $41,000 and $239,000, respectively, with
$1,000, none, and $211,000, respectively, recorded. Loans greater
than 90 days past due and still accruing interest were approximately $758,000
and $83,000 at December 31, 2006 and 2005, respectively. There are no
other potential problem loans that cause management to have serious doubts
as to
the ability of such borrowers to comply with the present loan repayment
terms.
Summary
of the Allowance for Loan Losses
The
provision for loan losses represents an expense charged against earnings to
maintain an adequate allowance for loan losses. The allowance for loan losses
is
management’s best estimate of probable losses inherent in the loan portfolio as
of the balance sheet date. Factors considered in establishing an appropriate
allowance include: an assessment of the financial condition of the borrower;
a
realistic determination of value and adequacy of underlying collateral; the
condition of the local economy and the condition of the specific industry of
the
borrower; an analysis of the levels and trends of loan categories; and a review
of delinquent and classified loans.
The
adequacy of the allowance for loan losses is evaluated quarterly by management
and the respective Bank boards. This evaluation focuses on specific loan
reviews, changes in the type and volume of the loan portfolio given the current
economic conditions and historical loss experience. Any one of the following
conditions may result in the review of a specific loan: concern about whether
the customer’s cash flow or collateral are sufficient to repay the loan;
delinquent status; criticism of the loan in a regulatory examination; the
accrual of interest has been suspended; or other reasons, including when the
loan has other special or unusual characteristics which warrant special
monitoring.
While
management uses available information to recognize losses on loans, further
reductions in the carrying amounts of loans may be necessary based on changes
in
local economic conditions. In addition, regulatory agencies, as an
integral part of their examination process, periodically review the estimated
losses on loans. Such agencies may require the Company to recognize
additional losses based on their judgment about information available to them
at
the time of their examination.
Analysis
of the Allowance for Loan Losses
The
Company’s policy is to charge-off loans when, in management’s opinion, the loan
is deemed uncollectible, although concerted efforts are made to maximize future
recoveries. The following table sets forth information regarding
changes in the Company's allowance for loan losses for the most recent five
years.
(dollars
in thousands)
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance
at beginning of period
|
|
$
|
6,765
|
|
|
$
|
6,476
|
|
|
$
|
6,051
|
|
|
$
|
5,758
|
|
|
$
|
5,446
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
|
|
-
|
|
1-4
Family Residential
|
|
|
6
|
|
|
|
-
|
|
|
|
19
|
|
|
|
5
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
28
|
|
|
|
93
|
|
|
|
-
|
|
|
|
40
|
|
Agricultural
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
3
|
|
|
|
392
|
|
|
|
235
|
|
Agricultural
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
and other
|
|
|
99
|
|
|
|
119
|
|
|
|
115
|
|
|
|
43
|
|
|
|
155
|
|
|
|
105
|
|
|
|
147
|
|
|
|
230
|
|
|
|
464
|
|
|
|
430
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
1-4
Family Residential
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Agricultural
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
6
|
|
|
|
33
|
|
|
|
13
|
|
|
|
100
|
|
|
|
14
|
|
Agricultural
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
and other
|
|
|
49
|
|
|
|
72
|
|
|
|
163
|
|
|
|
12
|
|
|
|
20
|
|
|
|
56
|
|
|
|
105
|
|
|
|
176
|
|
|
|
112
|
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net
charge-offs
|
|
|
49
|
|
|
|
42
|
|
|
|
54
|
|
|
|
352
|
|
|
|
376
|
|
Additions
(deductions) charged (credited) to operations
|
|
|
(183
|
)
|
|
|
331
|
|
|
|
479
|
|
|
|
645
|
|
|
|
688
|
|
Balance
at end of period
|
|
$
|
6,533
|
|
|
$
|
6,765
|
|
|
$
|
6,476
|
|
|
$
|
6,051
|
|
|
$
|
5,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average
Loans Outstanding
|
|
$
|
438,166
|
|
|
$
|
435,997
|
|
|
$
|
385,347
|
|
|
$
|
349,812
|
|
|
$
|
317,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratio
of net charge-offs during the period to average loans
outstanding
|
|
|
0.01
|
%
|
|
|
0.01
|
%
|
|
|
0.01
|
%
|
|
|
0.10
|
%
|
|
|
0.12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratio
of allowance for loan losses to total loans net of deferred
fees
|
|
|
1.50
|
%
|
|
|
1.51
|
%
|
|
|
1.55
|
%
|
|
|
1.67
|
%
|
|
|
1.70
|
%
|
The
allowance for loan losses decreased to $6,533,000 at the end of 2006 in
comparison to the allowance of $6,765,000 at year end 2005. A reduction in the specific
reserve for
a problem credit and declining loan demand allowed for a decrease in the
required level of the allowance for loan losses calculated by the Banks for
year
end 2006 compared to 2005. The increase in the reserve levels in 2005
compared to 2004 can be attributed to the growth in the Company’s commercial
loan portfolio at First National and United Bank. The increase in the
reserve levels in 2004 compared to 2003 relate primarily to general reserves
established by First National. The general reserve methodology has
remained consistent for the five years presented.
General
reserves for loan categories normally range from 1.00 to 1.40% of the
outstanding loan balances. As loan volume increases, the general reserve levels
increase with that growth. As the previous table indicates, loan provisions
have
been trending downward since 2002 as the level of net charge-offs has been
low
since 2004. The allowance relating to commercial real estate, 1-4
family residential and commercial loans are the largest reserve components.
Commercial real estate loans have higher general reserve levels than 1-4 family
and agricultural real estate loans as management perceives more risk in this
type of lending. Elements contributing to the higher risk level include
susceptibility of businesses to changing environmental factors such as the
economic business cycle, the larger individual loan amounts, a limited number
of
buyers and the specialized uses for some properties. As of December
31, 2006, commercial real estate loans have general reserves of 1.15%. The
estimation methods and assumptions used in determining the allowance for the
five years presented have remained fairly consistent. The level of
non performing loans as of December 31, 2006 has increased since 2005 but
remains at a manageable level.
Loans
that the Banks have identified as having higher risk levels are reviewed
individually in an effort to establish adequate loss reserves. These reserves
are considered specific reserves and are directly impacted by the credit quality
of the underlying loans. Normally, as the actual or expected level of
non-performing loans increase, the specific reserves also increase. For December
31, 2006 specific reserves increased $534,000 or 2% compared to year end 2005
levels as the volume of problem credits increased in 2006. As of
December 31, 2005, specific reserves increased $76,000 over 2004 as the level
of
watch credits increased. As of December 31, 2004, specific reserves
decreased $431,000 or 24% over year end 2003 as the result of improved loan
quality. As of December 31, 2003, specific reserves increased $146,000 or 9%
over year end 2002. The specific reserves are dependent upon
assumptions regarding the liquidation value of collateral and the cost of
recovering collateral including legal fees. Changing the amount of specific
reserves on individual loans has historically had the largest impact on the
reallocation of the reserve among different parts of the portfolio.
Other
factors that are considered when determining the adequacy of the reserve include
loan concentrations, loan growth, and historical losses. The Company’s
concentration risks include geographic concentration in central Iowa; the local
economy’s dependence upon several large governmental entity employers, including
Iowa State University and the Iowa Department of Transportation; and the health
of Iowa’s agricultural sector that in turn, is dependent on weather conditions
and government programs. However, no assurances can be made that
losses will remain at the favorable levels experienced over the past five
years.
Allocation
of the Allowance for Loan Losses
The
following table sets forth information concerning the Company’s allocation of
the allowance for loan losses.
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
||||||||||||||||||||||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Amount
|
|
|
%*
|
|
|
Amount
|
|
|
%*
|
|
|
Amount
|
|
|
%*
|
|
|
Amount
|
|
|
%*
|
|
|
Amount
|
|
|
%*
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance
at end of period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
applicable
to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real
Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Construction
|
|
$
|
372
|
|
|
|
7.02
|
%
|
|
$
|
258
|
|
|
|
5.36
|
%
|
|
$
|
429
|
|
|
|
5.02
|
%
|
|
$
|
196
|
|
|
|
3.62
|
%
|
|
$
|
210
|
|
|
|
3.99
|
%
|
1-4
family residential
|
|
|
1,231
|
|
|
|
23.77
|
%
|
|
|
1,127
|
|
|
|
22.80
|
%
|
|
|
1,021
|
|
|
|
23.31
|
%
|
|
|
948
|
|
|
|
23.36
|
%
|
|
|
892
|
|
|
|
23.98
|
%
|
Commercial
|
|
|
2,396
|
|
|
|
31.92
|
%
|
|
|
2,534
|
|
|
|
34.39
|
%
|
|
|
2,676
|
|
|
|
38.25
|
%
|
|
|
2,663
|
|
|
|
41.59
|
%
|
|
|
2,453
|
|
|
|
40.24
|
%
|
Agricultural
|
|
|
428
|
|
|
|
7.13
|
%
|
|
|
421
|
|
|
|
6.84
|
%
|
|
|
486
|
|
|
|
6.55
|
%
|
|
|
458
|
|
|
|
6.70
|
%
|
|
|
302
|
|
|
|
6.40
|
%
|
Commercial
|
|
|
983
|
|
|
|
16.92
|
%
|
|
|
1,158
|
|
|
|
15.96
|
%
|
|
|
809
|
|
|
|
13.66
|
%
|
|
|
775
|
|
|
|
10.64
|
%
|
|
|
910
|
|
|
|
11.83
|
%
|
Agricultural
|
|
|
499
|
|
|
|
7.67
|
%
|
|
|
511
|
|
|
|
7.20
|
%
|
|
|
360
|
|
|
|
7.33
|
%
|
|
|
488
|
|
|
|
7.68
|
%
|
|
|
504
|
|
|
|
7.68
|
%
|
Consumer
and other
|
|
|
276
|
|
|
|
5.57
|
%
|
|
|
390
|
|
|
|
7.45
|
%
|
|
|
302
|
|
|
|
5.87
|
%
|
|
|
255
|
|
|
|
6.41
|
%
|
|
|
235
|
|
|
|
5.88
|
%
|
Unallocated
|
|
|
348
|
|
|
|
|
|
|
366
|
|
|
|
|
|
|
393
|
|
|
|
|
|
|
268
|
|
|
|
|
|
|
252
|
|
|
|
|
|||||
|
$
|
6,533
|
|
|
|
100
|
%
|
|
$
|
6,765
|
|
|
|
100
|
%
|
|
$
|
6,476
|
|
|
|
100
|
%
|
|
$
|
6,051
|
|
|
|
100
|
%
|
|
$
|
5,758
|
|
|
|
100
|
%
|
*
|
Percent
of loans in each category to total
loans.
|
Liquidity
and Capital Resources
Liquidity
management is the process by which the Company, through its Banks’ Asset and
Liability Committees (ALCO), ensures that adequate liquid funds are available
to
meet its financial commitments on a timely basis, at a reasonable cost and
within acceptable risk tolerances. These commitments include funding credit
obligations to borrowers, funding of mortgage originations pending delivery
to
the secondary market, withdrawals by depositors, maintaining adequate collateral
for pledging for public funds, trust deposits and borrowings, paying dividends
to shareholders, payment of operating expenses, funding capital expenditures
and
maintaining deposit reserve requirements.
Liquidity
is derived primarily from core deposit growth and retention; principal and
interest payments on loans; principal and interest payments, sale, maturity
and
prepayment of investment securities; net cash provided from operations; and
access to other funding sources. Other funding sources include federal funds
purchased lines, Federal Home Loan Bank (FHLB) advances and other capital market
sources.
As
of December 31, 2006, the level of
liquidity and capital resources of the Company remain at a satisfactory level
and compare favorably to that of other FDIC insured
institutions. Management believes that the Company's liquidity
sources will be sufficient to support its existing operations for the
foreseeable future.
The
liquidity and capital resources discussion will cover the follows
topics:
|
·
|
Review
of the Company’s Current Liquidity
Sources
|
|
·
|
Review
of the Consolidated Statements of Cash
Flows
|
|
·
|
Review
of Company Only Cash Flows
|
|
·
|
Review
of Commitments for Capital Expenditures, Cash Flow Uncertainties
and Known
Trends in Liquidity and Cash Flows
Needs
|
|
·
|
Capital
Resources
|
Review
of
the Company’s Current Liquidity Sources
Liquid
assets of cash on hand, balances due from other banks, federal funds sold and
interest-bearing deposits in financial institutions for December 31, 2006,
2005
and 2004 totaled $31,154,000, $24,376,000 and $48,199,000,
respectively. The higher balance of liquid assets as of December 31,
2006 relates to a higher level of federal funds sold to other financial
institutions.
Other
sources of liquidity available to the Banks include outstanding lines of credit
with the Federal Home Loan Bank of Des Moines, Iowa of $44,295,000 and federal
funds borrowing capacity at correspondent banks of $86,500,000. As of
December 31, 2006, the Company had outstanding FHLB advances of $2,000,000,
no
federal funds purchased, and securities sold under agreement to repurchase
totaled $34,728,000, and Treasury Tax and Loan option notes of
$1,470,000.
Total
investments as of December 31, 2006 were $354,572,000 compared to $333,510,000
as of year end 2005. As of December 31, 2006 and 2005, the investment
portfolio as a percentage of total assets was 42% and 41%,
respectively. This provides the Company with a significant amount of
liquidity since all of the investments are classified as available for sale
as
of December 31, 2006 and 2005 and have pretax net unrealized gains of $9,075,000
and $5,225,000, respectively.
The
investment portfolio serves an important role in the overall context of balance
sheet management in terms of balancing capital utilization and liquidity. The
decision to purchase or sell securities is based upon the current assessment
of
economic and financial conditions, including the interest rate environment,
liquidity and credit considerations. The portfolio’s scheduled maturities
represent a significant source of liquidity.
Review
of
the Consolidated Statements of Cash Flows
Operating
cash flows for December 31,
2006, 2005 and 2004 totaled $11,055,000, $9,472,000 and $13,169,000,
respectively. The primary reason for the increase in operating cash flows in
2006 compared to 2005 was the source of cash provided by loans held for sale
and
higher accrued expenses and other liabilities. The decrease in
operating cash flows in 2005 compared to 2004 included an increase in loans
held
for sale and a lower net income.
Net
cash provided (used) in investing
activities for December 31, 2006, 2005 and 2004 was ($15,751,000), $14,558,000
and ($103,647,000), respectively. The net cash used in investing
activities in 2006 was primarily utilized to purchase investment securities
and
federal funds sold. The source of cash provided by loans in 2006
compared to the investment in loans in 2005 was the largest variance in
comparing the two years investing activities. The net cash provided
from investing activities in 2005 was primarily proceeds from the sale or
maturity of investment securities and federal funds sold that were utilized
to
fund a lower level of securities sold under agreements to repurchase. The
largest investing activities in 2004 were the purchase of U.S. government agency
and corporate bonds and the funding of commercial operating and commercial
real
estate loans offset by the maturities, calls, and sales of securities available
for sale.
Net
cash provided by (used in)
financing activities for December 31, 2006, 2005 and 2004 totaled $3,113,000,
($24,697,000) and $77,255,000, respectively. Deposit growth was the
primary source of cash flows for 2006. A decline in securities sold
under agreements to repurchase was the primary use of financing funds in 2005
and were the primary contributing factor to increase in financing cash flows
in
2004. As of December 31, 2006, the Company did not have any external
debt financing, off balance sheet financing arrangements or derivative
instruments linked to its stock.
Review
of
Company Only Cash Flows
The
Company’s liquidity on an unconsolidated basis is heavily dependent upon
dividends paid to the Company by the Banks. The Company requires adequate
liquidity to pay its expenses and pay stockholder dividends. In 2006, dividends
from the Banks amounted to $8,734,000 compared to $8,634,000 in 2005. Various
federal and state statutory provisions limit the amount of dividends banking
subsidiaries are permitted to pay to their holding companies without regulatory
approval. Federal Reserve policy further limits the circumstances
under which bank holding companies may declare dividends. For example, a bank
holding company should not continue its existing rate of cash dividends on
its
common stock unless its net income is sufficient to fully fund each dividend
and
its prospective rate of earnings retention appears consistent with its capital
needs, asset quality and overall financial condition. In addition, the Federal
Reserve and the FDIC have issued policy statements which provide that insured
banks and bank holding companies should generally pay dividends only out of
current operating earnings. Federal and state banking regulators may
also restrict the payment of dividends by order.
First
National and United Bank, as national banks, generally may pay dividends,
without obtaining the express approval of the Office of the Comptroller of
the
Currency, in an amount up to its retained net profits for the preceding two
calendar years plus retained net profits up to the date of any dividend
declaration in the current calendar year. Retained net profits, as
defined by the OCC, consists of net income less dividends declared during the
period. Boone Bank, Randall-Story Bank and State Bank are also
restricted under Iowa law to paying dividends only out of their undivided
profits. United Bank is not expected to generate sufficient earnings
to pay any dividends in 2007. Additionally, the payment of dividends
by the Banks is affected by the requirement to maintain adequate capital
pursuant to applicable capital adequacy guidelines and regulations, and the
Banks generally are prohibited from paying any dividends if, following payment
thereof, the Bank would be undercapitalized.
The
Company has unconsolidated interest bearing deposits and marketable investment
securities totaling $36,359,000 that are presently available to provide
additional liquidity to the Banks.
Review
of
Commitments for Capital Expenditures, Cash Flow Uncertainties and Known Trends
in Liquidity and Cash Flows Needs
No
material capital expenditures or material changes in the capital resource mix
are anticipated at this time. Commitments to extend credit totaled
$79,629,000 as of December 31, 2006 compared to a total of $77,099,000 at the
end of 2005. The timing of these credit commitments varies with the
underlying borrowers; however, the Company has satisfactory liquidity to fund
these obligations as of December 31, 2006. The primary cash flow
uncertainty would be a sudden decline in deposits causing the Banks to liquidate
securities. Historically, the Banks have maintained an adequate level
of short term marketable investments to fund the temporary declines in deposit
balances. There are no known trends in liquidity and cash flow needs
as of December 31, 2006 that are a concern to management.
Capital
Resources
The
Company’s total stockholders’ equity increased to $112,923,000 at December 31,
2006, from $109,227,000 at December 31, 2005. At December 31, 2006
and 2005, stockholders’ equity as a percentage of total assets was 13.4% and
13.3%, respectively. Total equity increased due to appreciation in
the Company and Banks’ investment portfolios and the retention of
earnings. The capital levels of the Company currently exceed
applicable regulatory guidelines as of December 31, 2006.
On
June
15, 2005, shareholders of the Company approved an amendment to the Restated
Articles of Incorporation increasing the Company’s authorized common stock from
6 million to 18 million shares and reducing the par value of such common stock
from $5.00 to $2.00 per share. The purpose of the amendment was to
provide a sufficient number of shares of authorized common stock to accommodate
a 3-for-1 stock split previously approved by the Board of Directors of the
Company on May 11, 2005. The stock split was effective July 15, 2005
for holders of record as of July 1, 2005. Share and per share data
for all periods presented have been restated to reflect the stock
split.
The
Board
of Directors of the Company approved a stock repurchase program on November
8,
2006. The Company has a strong capital position and this program
provides an opportunity to repurchase Company stock on the open market when
it
is deemed to be favorably priced for repurchase. The program
authorizes the repurchase of up to 100,000 shares during the calendar year
2007,
or approximately 1% of 9,425,013 shares of common stock presently
outstanding. The repurchases will be made in open market transactions
at the discretion of management using Company cash. The timing and
actual number of shares purchased will depend on a variety of factors such
as
price, the Company’s liquidity position and other market
conditions. The program may be limited or discontinued at any time
without notice. The Company did not repurchase any shares in
2006.
Interest
Rate Risk
Interest
rate risk refers to the impact that a change in interest rates may have on
the
Company’s earnings and capital. Management’s objectives are to control interest
rate risk and to ensure predictable and consistent growth of earnings and
capital. Interest rate risk management focuses on fluctuations in net interest
income identified through computer simulations to evaluate volatility, varying
interest rate, spread and volume assumptions. The risk is quantified and
compared against tolerance levels.
The
Company uses a third-party computer software simulation modeling program to
measure its exposure to potential interest rate changes. For various
assumed hypothetical changes in market interest rates, numerous other
assumptions are made such as prepayment speeds on loans, the slope of the
Treasury yield curve, the rates and volumes of the Company’s deposits and the
rates and volumes of the Company’s loans. This analysis measures the
estimated change in net interest income in the event of hypothetical changes
in
interest rates.
Another
measure of interest rate sensitivity is the gap ratio. This ratio
indicates the amount of interest-earning assets repricing within a given period
in comparison to the amount of interest-bearing liabilities repricing within
the
same period of time. A gap ratio of 1.0 indicates a matched position,
in which case the effect on net interest income due to interest rate movements
will be minimal. A gap ratio of less than 1.0 indicates that more
liabilities than assets reprice within the time period and a ratio greater
than
1.0 indicates that more assets reprice than liabilities.
The
simulation model process provides a dynamic assessment of interest rate
sensitivity, whereas a static interest rate gap table is compiled as of a point
in time. The model simulations differ from a traditional gap analysis, as a
traditional gap analysis does not reflect the multiple effects of interest
rate
movement on the entire range of assets and liabilities and ignores the future
impact of new business strategies.
Inflation
The
primary impact of inflation on the Company’s operations is to increase asset
yields, deposit costs and operating overhead. Unlike most industries, virtually
all of the assets and liabilities of a financial institution are monetary in
nature. As a result, interest rates generally have a more significant impact
on
a financial institution’s performance than they would on non-financial
companies. Although interest rates do not necessarily move in the
same direction or to the same extent as the price of goods and services,
increases in inflation generally have resulted in increased interest rates.
The
effects of inflation can magnify the growth of assets and, if significant,
require that equity capital increase at a faster rate than would be otherwise
necessary.
Forward-Looking
Statements and Business Risks
The
discussion in the foregoing Management Discussion and Analysis and elsewhere
in
this Report contains forward-looking statements about the Company, its business
and its prospects. Forward-looking statements can be identified by
the fact that they do not relate strictly to historical or current
facts. They often include use of the words “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate” or words of similar meaning, or
future or conditional verbs such as “will”, “would”, “should”, “could” or
“may”. Forward-looking statements, by their nature, are subject to
risks and uncertainties. A number of factors, many of which are
beyond the Company's control, could cause actual conditions, events or results
to differ significantly from those described in the forward-looking
statements. Such risks and uncertainties with respect to the Company
include, but are not limited to, those related to the economic conditions,
particularly in the concentrated geographic area in which the Company and the
Banks operate, competitive products and pricing, adequacy of the allowance
for
loan losses established by the Banks, fiscal and monetary policies of the U.S.
government, changes in governmental regulations affecting financial
institutions, (including regulatory fees and capital requirements), changes
in
prevailing interest rates, credit risk management and asset/liability
management, the financial and securities markets and the availability of and
costs associated with sources of liquidity.
These
factors may not constitute all factors that could cause actual results to differ
materially from those discussed in any forward-looking
statement. The Company operates in a continually changing
business environment and new facts emerge from time to time. It
cannot predict such factors nor can it assess the impact, if any, of such
factors on its financial position or its results of
operations. Accordingly, forward-looking statements should not
be relied upon as a predictor of actual results. The Company
disclaims any responsibility to update any forward-looking statement provided
in
this document.
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
The
Company’s market risk is comprised primarily of interest rate risk arising from
its core banking activities of making loans and taking
deposits. Interest rate risk is the risk that changes in market
interest rates may adversely affect the Company’s net interest
income. Management continually develops and applies strategies to
mitigate this risk. Management does not believe that the Company’s
primary market risk exposure and how that exposure was managed in 2006 changed
when compared to 2005.
Based
on
a simulation modeling analysis performed as of December 31, 2006, the following
table presents the estimated change in net interest income in the event of
hypothetical changes in interest rates for the various rate shock
levels:
Net
Interest Income at Risk
Estimated
Change in Net Interest Income for Year Ending December 31, 2007
|
$
Change
|
|
|
%
Change
|
|
|||
(dollars
in thousands)
|
|
|
|
|
||||
+200
Basis Points
|
|
|
-2,417
|
|
|
|
-10.4
|
%
|
+100
Basis Points
|
|
|
-1,164
|
|
|
|
-5.0
|
%
|
-100
Basis Points
|
|
|
1,664
|
|
|
|
7.1
|
%
|
-200
Basis Points
|
|
|
2,832
|
|
|
|
12.1
|
%
|
As
shown
above, at December 31, 2006, the estimated effect of an immediate 200 basis
point increase in interest rates would decrease the Company’s net interest
income by 10.4% or approximately $2,417,000 in 2007. The estimated effect of
an
immediate 200 basis point decrease in rates would increase the Company’s net
interest income by 12.1% or approximately $2,832,000 in 2007. The Company’s
Asset Liability Management Policy establishes parameters for a 200 basis point
change in interest rates. Under this policy, the Company and the Banks’
objective is to properly structure the balance sheet to prevent a 200 basis
point change in interest rates from causing a decline in net interest income
by
more than 15% in one year compared to the base year that hypothetically assumes
no change in interest rates.
Computations
of the prospective effects of hypothetical interest rate changes are based
on
numerous assumptions. Actual values may differ from those projections set forth
above. Further, the computations do not contemplate any actions the Company
may
undertake in response to changes in interest rates. Current interest rates
on
certain liabilities are at a level that does not allow for significant repricing
should market interest rates decline considerably.
Contractual
Maturity or Repricing
The
following table sets forth the estimated maturity or re-pricing, and the
resulting interest sensitivity gap, of the Company's interest-earning assets
and
interest-bearing liabilities and the cumulative interest sensitivity gap at
December 31, 2006. The expected maturities are presented on a contractual basis.
Actual maturities may differ from contractual maturities because of prepayment
assumptions, early withdrawal of deposits and competition.
|
Less
than
three
months
|
|
|
Three
months
to
one
year
|
|
|
One
to
five
years
|
|
|
Over
five
years
|
|
|
Cumulative
Total
|
|
||||||
(dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest
- earning assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
- bearing deposits with banks
|
|
$
|
1,144
|
|
|
$
|
400
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,544
|
|
Federal
funds sold
|
|
|
13,100
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,100
|
|
Investments
*
|
|
|
6,787
|
|
|
|
59,181
|
|
|
|
140,092
|
|
|
|
148,512
|
|
|
|
354,572
|
|
Loans
|
|
|
92,579
|
|
|
|
62,836
|
|
|
|
245,474
|
|
|
|
35,043
|
|
|
|
435,932
|
|
Loans
held for sale
|
|
|
526
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
526
|
|
Total
interest - earning assets
|
|
$
|
114,136
|
|
|
$
|
122,417
|
|
|
$
|
385,566
|
|
|
$
|
183,555
|
|
|
$
|
805,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest
- bearing liabilities Interest bearing demand deposits
|
|
$
|
158,584
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
158,584
|
|
Money
market and savings deposits
|
|
|
159,402
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
159,402
|
|
Time
certificates < $100,000
|
|
|
40,231
|
|
|
|
93,844
|
|
|
|
48,427
|
|
|
|
-
|
|
|
|
182,502
|
|
Time
certificates> $100,000
|
|
|
33,393
|
|
|
|
45,898
|
|
|
|
22,940
|
|
|
|
-
|
|
|
|
102,231
|
|
Other
borrowed funds
|
|
|
36,198
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
38,198
|
|
Total
interest - bearing liabilities
|
|
$
|
427,808
|
|
|
$
|
139,742
|
|
|
$
|
73,367
|
|
|
|
-
|
|
|
$
|
640,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest
sensitivity gap
|
|
$
|
(313,672
|
)
|
|
$
|
(17,325
|
)
|
|
$
|
312,199
|
|
|
$
|
183,555
|
|
|
$
|
164,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cumulative
interest sensitivity gap
|
|
$
|
(313,672
|
)
|
|
$
|
(330,997
|
)
|
|
$
|
(18,798
|
)
|
|
$
|
164,757
|
|
|
$
|
164,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cumulative
interest sensitivity gap as a percent of total assets
|
|
|
-37.39
|
%
|
|
|
-39.46
|
%
|
|
|
-2.24
|
%
|
|
|
19.64
|
%
|
|
|
|
*
|
Investments
with maturities over 5 years include the market value of equity securities
of $33,787.
|
As
of December 31, 2006, the Company’s
cumulative gap ratios for assets and liabilities repricing within three months
and within one year were 37% and 39%, respectively, meaning more liabilities
than assets are scheduled to reprice within these periods. This
situation suggests that a decrease in market interest rates may benefit net
interest income and that an increase in interest rates may negatively impact
the
Company. The liability sensitive gap position is largely the result
of classifying the interest bearing NOW accounts, money market accounts and
savings accounts as immediately repriceable. Certain shortcomings are
inherent in the method of analysis presented in the foregoing
table. For example, although certain assets and liabilities may have
similar maturities and periods to repricing, they may react differently to
changes in market interest rates. Also, interest rates on assets and
liabilities may fluctuate in advance of changes in market interest rates, while
interest rates on other assets and liabilities may follow changes in market
interest rates. Additionally, certain assets have features that
restrict changes in the interest rates of such assets, both on a short-term
basis and over the lives of such assets.
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The
management of Ames National Corporation (the
“Company”)
is
responsible for establishing and maintaining adequate internal control over
financial reporting. The Company’s internal control system was
designed to provide reasonable assurance to the Company’s management and board
of directors regarding the preparation and fair presentation of published
financial statements. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
The
Company’s management assessed the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2006. In
making this assessment, it used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment we
determined that, as of December 31, 2006, the Company’s internal control over
financial reporting is effective based on those criteria.
Management’s
assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2006 has been audited by Clifton Gunderson LLP,
an
independent registered public accounting firm, as stated in their report which
appears herein.
/s/
Daniel L. Krieger
|
|
Daniel
L. Krieger, Chairman and President
|
|
(Principal
Executive Officer)
|
|
/s/
John P. Nelson
|
|
John
P. Nelson, Vice President
|
|
(Principal
Financial Officer)
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board
of Directors
Ames
National Corporation
Ames,
Iowa
We
have
audited the accompanying consolidated balance sheet of Ames National Corporation
and Subsidiaries as of December 31, 2006 and the related consolidated statements
of income, stockholders’ equity and cash flows for the year then
ended. These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion of these consolidated financial statements based on our
audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In
our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Ames National Corporation
and Subsidiaries as of December 31, 2006 and the results of their operations
and
their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
We
also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Ames National Corporation
and Subsidiaries’ internal control over financial reporting as of December 31,
2006, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated February 27, 2007 expressed
an
unqualified opinion on management’s assessment of internal control over
financial reporting and an unqualified opinion on the effectiveness of internal
control over financial reporting.
/s/
Clifton Gunderson LLP
West
Des
Moines, Iowa
February
27, 2007
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
Ames
National Corporation
Ames,
Iowa
We
have
audited the consolidated balance sheet of Ames National Corporation and
subsidiaries as of December 31, 2005, and the related consolidated statements
of
operations, stockholders’ equity and cash flows for each of the two years in the
period ended December 31, 2005. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In
our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Ames National Corporation
and subsidiaries as of December 31, 2005, and the results of their operations
and their cash flows for each of the two years in the period ended December
31,
2005, in conformity with U.S. generally accepted accounting
principles.
/s/
McGladrey & Pullen LLP
Des
Moines, Iowa
January
26, 2006
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the
Board of Directors
Ames
National Corporation
Ames,
Iowa
We
have
audited management’s assessment, included in the accompanying Management’s
Report on Internal Control over Financial Reporting that Ames National
Corporation maintained effective internal control over financial reporting
as of
December 31, 2006, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Ames National Corporation’s
management is responsible for maintaining effective internal control over the
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to
express an opinion on management’s assessment and an opinion on the
effectiveness of the Company’s internal control over financial reporting based
on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained
in
all material respects. Our audit included obtaining an
understanding of internal control over the financial reporting, evaluating
management’s assessment, testing and evaluating the design and operating
effectiveness of internal control, and performing such other procedures as
we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of
the company; (2) provide reasonable assurance that transactions are recorded
as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures
of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the company’s assets that could have a material effect on the financial
statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In
our
opinion, management’s assessment that Ames National Corporation maintained
effective internal control over financial reporting as of December 31, 2006
is
fairly stated, in all material respects, based on criteria established in
Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also in
our opinion, Ames National Corporation maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2006,
based on criteria established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We
have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of Ames National
Corporation and Subsidiaries as of December 31, 2006, and the related
consolidated statements of income, stockholders’ equity and cash flows for the
year then ended and our report dated February 27, 2007 expressed an unqualified
opinion.
/s/
Clifton Gunderson LLP
West
Des
Moines, Iowa
February
27, 2007
AMES
NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
December
31, 2006 and 2005
|
|
|
|
|||||
ASSETS
|
|
2006
|
|
|
2005
|
|
||
|
|
|
|
|||||
Cash
and due from banks
|
|
$
|
16,510,082
|
|
|
$
|
18,092,139
|
|
Federal
funds sold
|
|
|
13,100,000
|
|
|
|
300,000
|
|
Interest
bearing deposits in financial institutions
|
|
|
1,544,306
|
|
|
|
5,983,542
|
|
Securities
available-for-sale
|
|
|
354,571,864
|
|
|
|
333,510,152
|
|
Loans
receivable, net
|
|
|
429,122,541
|
|
|
|
440,317,685
|
|
Loans
held for sale
|
|
|
525,999
|
|
|
|
981,280
|
|
Bank
premises and equipment, net
|
|
|
12,617,741
|
|
|
|
11,030,840
|
|
Accrued
income receivable
|
|
|
7,871,365
|
|
|
|
6,633,795
|
|
Deferred
income taxes
|
|
|
-
|
|
|
|
343,989
|
|
Other
assets
|
|
|
2,989,090
|
|
|
|
2,190,652
|
|
|
|
|
|
|
|
|||
Total
assets
|
|
$
|
838,852,988
|
|
|
$
|
819,384,074
|
|
|
|
|
|
|
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
LIABILITIES
|
|
|
|
|
|
|
||
Deposits
|
|
|
|
|
|
|
||
Demand,
noninterest bearing
|
|
$
|
77,638,264
|
|
|
$
|
74,155,477
|
|
NOW
accounts
|
|
|
158,584,115
|
|
|
|
151,680,984
|
|
Savings
and money market
|
|
|
159,401,753
|
|
|
|
160,998,014
|
|
Time,
$100,000 and over
|
|
|
102,230,631
|
|
|
|
101,042,024
|
|
Other
time
|
|
|
182,501,710
|
|
|
|
180,465,836
|
|
Total
deposits
|
|
|
680,356,473
|
|
|
|
668,342,335
|
|
|
|
|
|
|
|
|||
Federal
funds purchased and securities sold under agreements to
repurchase
|
|
|
34,727,897
|
|
|
|
34,659,983
|
|
Other
short-term borrowings
|
|
|
1,470,116
|
|
|
|
2,861,130
|
|
FHLB
term advances
|
|
|
2,000,000
|
|
|
|
-
|
|
Dividend
payable
|
|
|
2,450,503
|
|
|
|
2,354,818
|
|
Deferred
income taxes
|
|
|
1,187,948
|
|
|
|
-
|
|
Accrued
expenses and other liabilities
|
|
|
3,736,739
|
|
|
|
1,938,507
|
|
Total
liabilities
|
|
|
725,929,676
|
|
|
|
710,156,773
|
|
|
|
|
|
|
|
|||
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
||
Common
stock, $2 par value, authorized 18,000,000 shares; 9,425,013 and
9,419,271
shares issued and outstanding as of December 31, 2006 and 2005,
respectively
|
|
|
18,850,026
|
|
|
|
18,838,542
|
|
Additional
paid-in capital
|
|
|
22,498,904
|
|
|
|
22,383,375
|
|
Retained
earnings
|
|
|
65,856,627
|
|
|
|
64,713,530
|
|
Accumulated
other comprehensive income - net unrealized gain on securities
available-for-sale
|
|
|
5,717,755
|
|
|
|
3,291,854
|
|
Total
stockholders' equity
|
|
|
112,923,312
|
|
|
|
109,227,301
|
|
|
|
|
|
|
|
|||
Total
liabilities and stockholders' equity
|
|
$
|
838,852,988
|
|
|
$
|
819,384,074
|
|
See
Notes
to Consolidated Financial Statements.
AMES
NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
Years
Ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|||||||
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|||
|
|
|
|
|
|
|||||||
Interest
and dividend income:
|
|
|
|
|
|
|
||||||
Loans,
including fees
|
|
$
|
29,593,896
|
|
|
$
|
26,979,358
|
|
|
$
|
22,872,764
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|||
Taxable
|
|
|
8,830,356
|
|
|
|
8,558,156
|
|
|
|
8,536,759
|
|
Tax-exempt
|
|
|
4,226,941
|
|
|
|
4,190,268
|
|
|
|
4,274,033
|
|
Federal
funds sold
|
|
|
224,882
|
|
|
|
130,182
|
|
|
|
159,438
|
|
Dividends
|
|
|
1,419,617
|
|
|
|
1,447,663
|
|
|
|
1,510,665
|
|
Total
interest income
|
|
|
44,295,692
|
|
|
|
41,305,627
|
|
|
|
37,353,659
|
|
Interest
expense:
|
|
|
|
|
|
|
|
|
|
|||
Deposits
|
|
|
19,742,379
|
|
|
|
14,380,214
|
|
|
|
9,942,250
|
|
Other
borrowed funds
|
|
|
1,563,149
|
|
|
|
1,552,894
|
|
|
|
621,077
|
|
Total
interest expense
|
|
|
21,305,528
|
|
|
|
15,933,108
|
|
|
|
10,563,327
|
|
|
|
|
|
|
|
|
|
|
||||
Net
interest income
|
|
|
22,990,164
|
|
|
|
25,372,519
|
|
|
|
26,790,332
|
|
|
|
|
|
|
|
|
|
|
||||
Provision
(credit) for loan losses
|
|
|
(182,686
|
)
|
|
|
331,282
|
|
|
|
479,355
|
|
|
|
|
|
|
|
|
|
|
||||
Net
interest income after provision (credit) for loan
losses
|
|
|
23,172,850
|
|
|
|
25,041,237
|
|
|
|
26,310,977
|
|
|
|
|
|
|
|
|
|
|
||||
Noninterest
income:
|
|
|
|
|
|
|
|
|
|
|||
Trust
department income
|
|
|
1,462,734
|
|
|
|
1,375,308
|
|
|
|
1,185,681
|
|
Service
fees
|
|
|
1,840,699
|
|
|
|
1,796,503
|
|
|
|
1,813,795
|
|
Securities
gains, net
|
|
|
1,135,136
|
|
|
|
795,780
|
|
|
|
324,030
|
|
Gain
on sales of loans held for sale
|
|
|
564,819
|
|
|
|
606,277
|
|
|
|
610,077
|
|
Merchant
and ATM fees
|
|
|
645,517
|
|
|
|
570,914
|
|
|
|
534,897
|
|
Gain
on sale or foreclosure of real estate
|
|
|
482,203
|
|
|
|
-
|
|
|
|
-
|
|
Other
|
|
|
542,924
|
|
|
|
468,410
|
|
|
|
800,835
|
|
Total
noninterest income
|
|
|
6,674,032
|
|
|
|
5,613,192
|
|
|
|
5,269,315
|
|
|
|
|
|
|
|
|
|
|
||||
Noninterest
expense:
|
|
|
|
|
|
|
|
|
|
|||
Salaries
and employee benefits
|
|
|
9,408,293
|
|
|
|
9,208,902
|
|
|
|
9,019,139
|
|
Data
processing
|
|
|
2,185,478
|
|
|
|
2,126,040
|
|
|
|
2,241,441
|
|
Occupancy
expenses
|
|
|
1,159,750
|
|
|
|
1,148,738
|
|
|
|
1,048,323
|
|
Other
operating expenses
|
|
|
2,750,341
|
|
|
|
2,726,222
|
|
|
|
2,626,451
|
|
Total
noninterest expense
|
|
|
15,503,862
|
|
|
|
15,209,902
|
|
|
|
14,935,354
|
|
|
|
|
|
|
|
|
|
|
||||
Income
before income taxes
|
|
|
14,343,020
|
|
|
|
15,444,527
|
|
|
|
16,644,938
|
|
|
|
|
|
|
|
|
|
|
||||
Provision
for income taxes
|
|
|
3,399,403
|
|
|
|
3,835,992
|
|
|
|
4,255,392
|
|
|
|
|
|
|
|
|
|
|
||||
Net
income
|
|
$
|
10,943,617
|
|
|
$
|
11,608,535
|
|
|
$
|
12,389,546
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
earnings per share
|
|
$
|
1.16
|
|
|
$
|
1.23
|
|
|
$
|
1.32
|
|
|
|
|
|
|
|
|
|
|
||||
See
Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
AMES
NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
Years
Ended December 31, 2006, 2005 and 2004
|
|
Comprehensive
Income
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Retained
Earnings
|
|
|
Treasury
Stock
|
|
|
Accumulated
Other
Comprehensive
Income
|
|
|
Total
Stockholders'
Equity
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance,
December 31, 2003
|
|
|
|
$
|
18,919,380
|
|
|
$
|
22,198,749
|
|
|
$
|
58,400,660
|
|
|
$
|
(1,109,735
|
)
|
|
$
|
8,915,941
|
|
|
$
|
107,324,995
|
|
||
Comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net
income
|
|
$
|
12,389,546
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,389,546
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,389,546
|
|
Other
comprehensive income, unrealized (losses) on securities, net of
reclassification adjustment, net of tax benefit
|
|
|
(1,448,229
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,448,229
|
)
|
|
|
(1,448,229
|
)
|
Total
comprehensive income
|
|
$
|
10,941,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash
dividends declared, $0.81 per share
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,589,854
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,589,854
|
)
|
|
Sale
of 12,039 shares of treasury stock
|
|
|
|
|
|
-
|
|
|
|
26,767
|
|
|
|
-
|
|
|
|
220,715
|
|
|
|
-
|
|
|
|
247,482
|
|
|
Balance,
December 31, 2004
|
|
|
|
|
|
18,919,380
|
|
|
|
22,225,516
|
|
|
|
63,200,352
|
|
|
|
(889,020
|
)
|
|
|
7,467,712
|
|
|
|
110,923,940
|
|
|
Comprehensive
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net
income
|
|
$
|
11,608,535
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,608,535
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,608,535
|
|
Other
comprehensive income, unrealized (losses) on securities, net of
reclassification adjustment, net of tax benefit
|
|
|
(4,175,858
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,175,858
|
)
|
|
|
(4,175,858
|
)
|
Total
comprehensive income
|
|
$
|
7,432,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash
dividends declared, $1.00 per share
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,417,253
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,417,253
|
)
|
|
Retirement
of treasury stock
|
|
|
|
|
|
(96,984
|
)
|
|
|
(113,932
|
)
|
|
|
(678,104
|
)
|
|
|
889,020
|
|
|
|
|
|
|
-
|
|
||
Sale
of 8,073 shares of common stock
|
|
|
|
|
|
16,146
|
|
|
|
271,791
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
287,937
|
|
|
Balance,
December 31, 2005
|
|
|
|
|
|
18,838,542
|
|
|
|
22,383,375
|
|
|
|
64,713,530
|
|
|
|
-
|
|
|
|
3,291,854
|
|
|
|
109,227,301
|
|
|
Net
income
|
|
$
|
10,943,617
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,943,617
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,943,617
|
|
Other
comprehensive income, unrealized gain on securities, net of
reclassification adjustment, net of tax benefit
|
|
|
2,425,901
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,425,901
|
|
|
|
2,425,901
|
|
Total
comprehensive income
|
|
$
|
13,369,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash
dividends declared, $1.04 per share
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,800,520
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(9,800,520
|
)
|
|
Sale
of 5,742 shares of common stock
|
|
|
|
|
|
11,484
|
|
|
|
115,529
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
127,013
|
|
|
Balance,
December 31, 2006
|
|
|
|
|
$
|
18,850,026
|
|
|
$
|
22,498,904
|
|
|
$
|
65,856,627
|
|
|
$
|
-
|
|
|
$
|
5,717,755
|
|
|
$
|
112,923,312
|
|
See
Notes
to Consolidated Financial Statements.
AMES
NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Years
Ended December 31, 2006, 2005 and 2004
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|||
|
|
|
|
|
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net
income
|
|
$
|
10,943,617
|
|
|
$
|
11,608,535
|
|
|
$
|
12,389,546
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|||
Provision
(credit) for loan losses
|
|
|
(182,686
|
)
|
|
|
331,282
|
|
|
|
479,355
|
|
Amortization
and accretion
|
|
|
131,704
|
|
|
|
478,244
|
|
|
|
683,012
|
|
Depreciation
|
|
|
973,257
|
|
|
|
915,213
|
|
|
|
951,477
|
|
Provision
for deferred taxes
|
|
|
107,200
|
|
|
|
(226,170
|
)
|
|
|
(53,448
|
)
|
Securities
gains, net
|
|
|
(1,135,136
|
)
|
|
|
(795,778
|
)
|
|
|
(324,030
|
)
|
Change
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Decrease
(increase) in loans held for sale
|
|
|
455,281
|
|
|
|
(675,561
|
)
|
|
|
624,670
|
|
Increase
in accrued income receivable
|
|
|
(1,237,570
|
)
|
|
|
(371,371
|
)
|
|
|
(420,177
|
)
|
Increase
in other assets
|
|
|
(798,438
|
)
|
|
|
(1,022,681
|
)
|
|
|
(835,415
|
)
|
Increase
(decrease) in accrued expenses and other liabilities
|
|
|
1,798,232
|
|
|
|
(770,194
|
)
|
|
|
(325,969
|
)
|
Net
cash provided by operating activities
|
|
|
11,055,461
|
|
|
|
9,471,519
|
|
|
|
13,169,021
|
|
|
|
|
|
|
|
|
|
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Purchase
of securities available-for-sale
|
|
|
(69,015,999
|
)
|
|
|
(59,049,297
|
)
|
|
|
(163,349,539
|
)
|
Proceeds
from sale of securities available-for-sale
|
|
|
6,013,192
|
|
|
|
24,937,433
|
|
|
|
5,045,102
|
|
Proceeds
from maturities and calls of securities available-for-sale
|
|
|
46,795,165
|
|
|
|
57,750,361
|
|
|
|
115,303,131
|
|
Net
(increase) decrease in interest bearing deposits in financial
institutions
|
|
|
4,439,236
|
|
|
|
3,591,632
|
|
|
|
(3,211,636
|
)
|
Net
(increase) decrease in federal funds sold
|
|
|
(12,800,000
|
)
|
|
|
19,565,000
|
|
|
|
515,000
|
|
Net
(increase) decrease in loans
|
|
|
11,377,830
|
|
|
|
(29,081,652
|
)
|
|
|
(56,584,801
|
)
|
Purchase
of bank premises and equipment
|
|
|
(2,560,158
|
)
|
|
|
(3,155,417
|
)
|
|
|
(1,364,306
|
)
|
Net
cash provided by (used in) investing activities
|
|
|
(15,750,734
|
)
|
|
|
14,558,060
|
|
|
|
(103,647,049
|
)
|
|
|
|
|
|
|
|
|
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Increase
in deposits
|
|
|
12,014,138
|
|
|
|
10,166,496
|
|
|
|
38,627,312
|
|
Increase
(decrease) in federal funds purchased and securities sold under agreements
to repurchase
|
|
|
67,914
|
|
|
|
(29,412,492
|
)
|
|
|
45,874,072
|
|
Proceeds
from other borrowing, net
|
|
|
608,986
|
|
|
|
2,861,130
|
|
|
|
-
|
|
Dividends
paid
|
|
|
(9,704,835
|
)
|
|
|
(8,599,597
|
)
|
|
|
(7,493,896
|
)
|
Proceeds
from issuance of stock
|
|
|
127,013
|
|
|
|
287,937
|
|
|
|
247,482
|
|
Net
cash provided by (used in) financing activities
|
|
|
3,113,216
|
|
|
|
(24,696,526
|
)
|
|
|
77,254,970
|
|
|
|
|
|
|
|
|
|
|
||||
Net
decrease in cash and cash equivalents
|
|
|
(1,582,057
|
)
|
|
|
(666,947
|
)
|
|
|
(13,223,058
|
)
|
|
|
|
|
|
|
|
|
|
||||
CASH
AND DUE FROM BANKS
|
|
|
|
|
|
|
|
|
|
|||
Beginning
|
|
|
18,092,139
|
|
|
|
18,759,086
|
|
|
|
31,982,144
|
|
Ending
|
|
$
|
16,510,082
|
|
|
$
|
18,092,139
|
|
|
$
|
18,759,086
|
|
(Continued)
AMES
NATIONAL CORPORATION AND SUBSIDIARIES
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)
|
|
|
|
|||||||||
Years
Ended December 31, 2006, 2005 and 2004
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|||||||
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|||
|
|
|
|
|
|
|||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
|
|
|
|
|
|
|||||||
INFORMATION
|
|
|
|
|
|
|
||||||
Cash
payments for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
21,064,363
|
|
|
$
|
15,154,109
|
|
|
$
|
10,623,125
|
|
Income
taxes
|
|
|
3,461,781
|
|
|
|
3,979,665
|
|
|
|
4,516,823
|
|
See
Notes
to Consolidated Financial Statements.
Notes
to
Consolidated Financial Statements
Note
1.
|
Summary
of Significant Accounting
Policies
|
Description
of business: Ames National Corporation and Subsidiaries (the
Company) operates in the commercial banking industry through its subsidiaries
in
Ames, Boone, Story City, Nevada and Marshalltown, Iowa. Loan and
deposit customers are located primarily in Story, Boone, Hamilton and Marshall
Counties and adjacent counties in Iowa.
Segment
information: The Company uses the “management approach” for
reporting information about segments in annual and interim financial
statements. The management approach is based on the way the chief
operating decision-maker organizes segments within a company for making
operating decisions and assessing performance. Based on the
“management approach” model, the Company has determined that its business is
comprised of one operating segment: banking. The banking segment
generates revenues through personal, business, agricultural and commercial
lending, management of the investment securities portfolio, providing deposit
account services and providing trust services.
Consolidation: The
consolidated financial statements include the accounts of Ames National
Corporation (the Parent Company) and its wholly-owned subsidiaries, First
National Bank, Ames, Iowa; State Bank & Trust Co., Nevada, Iowa; Boone Bank
& Trust Co., Boone, Iowa; Randall-Story State Bank, Story City, Iowa; and
United Bank & Trust NA, Marshalltown, Iowa (collectively, the
Banks). All significant intercompany transactions and balances have
been eliminated in consolidation.
Use
of
estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of
revenues and expenses during the reporting period. Actual results
could differ from those estimates. Material estimates that are
particularly susceptible to significant change in the near term relate to the
determination of the allowance for loan losses and fair value of financial
instruments.
Cash
and cash equivalents: For purposes of reporting cash flows, cash
and cash equivalents include cash on hand and amounts due from
banks. The Company reports net cash flows for customer loan
transactions, deposit transactions and short-term borrowings with maturities
of
90 days or less.
Securities
available-for-sale: The Company classifies all securities as
available for sale. Available for sale securities are those the
Company may decide to sell if needed for liquidity, asset-liability management
or other reasons. Available for sale securities are reported at fair
value, with net unrealized gains and losses reported as other comprehensive
income or loss and as a separate component of stockholders’ equity, net of
tax.
Gains
and
losses on the sale of securities are determined using the specific
identification method based on amortized cost and are reflected in results
of
operation at the time of sale. Interest and dividend income, adjusted
by amortization of purchase premium or discount over the estimated life of
the
security using the level yield method, is included in income as
earned.
Declines
in the fair value of available for sale securities below their cost that are
deemed to be other-than-temporary are reflected in earnings as realized
losses. In estimating other-than-temporary impairment losses,
management considers (1) the length of time and the extent to which the fair
value has been less than cost, (2) the financial condition and near-term
prospects of the issuer, and (3) the intent and ability of the Company to retain
its investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value.
Loans
held for sale: Loans held for sale are the loans the Banks have
the intent to sell in the foreseeable future. They are carried at the
lower of aggregate cost or market value. Net unrealized losses, if
any, are recognized through a valuation allowance by charges to
income. Gains and losses on sales of loans are recognized at
settlement dates and are determined by the difference between the sale proceeds
and the carrying value of the loans.
Loans: Loans
are stated at the principal amount outstanding, net of deferred loan fees and
the allowance for loan losses. Interest on loans is credited to
income as earned based on the principal amount outstanding. The
Banks’ policy is to discontinue the accrual of interest income on any loan 90
days or more past due unless the loans are well collateralized and in the
process of collection. Income on nonaccrual loans is subsequently
recognized only to the extent that cash payments are received. Nonaccrual loans
are returned to an accrual status when, in the opinion of management, the
financial position of the borrower indicates there is no longer any reasonable
doubt as to timely payment of principal or interest.
Allowance
for loan losses: The allowance for loan losses is maintained at a
level deemed appropriate by management to provide for known and inherent risks
in the loan portfolio. The allowance is based upon a continuing
review of past loan loss experience, current economic conditions, the underlying
collateral value securing the loans and other adverse situations that may affect
the borrower’s ability to repay. Loans which are deemed to be
uncollectible are charged off and deducted from the
allowance. Recoveries on loans charged-off and the provision for loan
losses are added to the allowance. This evaluation is inherently
subjective and requires estimates that are susceptible to significant revisions
as more information becomes available.
The
allowance consists primarily of specific and general components. The
specific component relates to loans that are classified either as doubtful,
substandard or special mention. For such loans that are also
classified as impaired, an allowance is established when the discounted cash
flows (or collateral value or observable market price) of the impaired loan
is
lower than the carrying value of that loan. The general component
covers non-classified loans and is based on historical loss experience adjusted
for qualitative factors.
A
loan is
considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect the scheduled payments
of
principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Smaller balance
homogeneous loans are evaluated for impairment in total. Such loans
include residential first mortgage loans secured by one-to-four family
residences, residential construction loans, and automobile
loans. Commercial and agricultural loans and mortgage loans secured
by other properties are evaluated individually for impairment when analysis
of
borrower operating results and financial condition indicates that underlying
cash flows of the borrower’s business are not adequate to meet its debt service
requirements. Often this is associated with a delay or shortfall in
payments of 90 days or more. Nonaccrual loans are often also
considered impaired. Impaired loans, or portions thereof, are charged
off when deemed uncollectible.
Premises
and equipment: Premises and equipment are stated at cost less
accumulated depreciation. Depreciation expense is computed using
straight-line and accelerated methods over the estimated useful lives of the
respective assets. Depreciable lives range from 3 to 7 years for
equipment and 15 to 39 years for premises.
Trust
department assets: Property held for customers in fiduciary or
agency capacities is not included in the accompanying consolidated balance
sheets, as such items are not assets of the Banks.
Income
taxes: Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect of a change in tax rates on
deferred tax assets and liabilities is recognized in income in the period that
includes the enactment date.
The
Company files a consolidated federal income tax return, with each entity
computing its taxes on a separate company basis. For state tax
purposes, the Banks file franchise tax returns, while the Parent Company files
a
corporate income tax return.
Comprehensive
income: Accounting principles generally require that recognized
revenue, expenses, gains and losses be included in net
income. Although certain changes in assets and liabilities, such as
unrealized gains and losses on available-for-sale securities, are reported
as a
separate component of the stockholders’ equity section of the consolidated
balance sheet, such items, along with net income, are components of
comprehensive income. Gains and losses on available-for-sale
securities are reclassified to net income as the gains or losses are realized
upon sale of the securities. Other-than-temporary impairment charges
are reclassified to net income at the time of the charge.
Financial
instruments with off-balance-sheet risk: The Company, in the
normal course of business, makes commitments to make loans which are not
reflected in the consolidated financial statements. A summary of
these commitments is disclosed in Note 10.
Transfers
of financial assets: Transfers of financial assets are accounted
for as sales, when control over the assets has been
surrendered. Control over transferred assets is deemed to be
surrendered when (1) the assets have been isolated from the Company, (2) the
transferee obtains the right (free of conditions that constrain it from taking
advantage of that right) to pledge or exchange the transferred assets, and
(3)
the Company does not maintain effective control over the transferred assets
through an agreement to repurchase them before their maturity.
Fair
value of financial instruments: The following methods and
assumptions were used by the Company in estimating fair value
disclosures:
Cash
and due from banks, federal funds sold and interest-bearing deposits in
financial institutions: The recorded amount of these assets
approximates fair value.
Securities
available-for-sale: Fair values of securities available-for-sale
are based on bid prices published in financial newspapers, bid quotations
received from securities dealers, or quoted market prices of similar
instruments, adjusted for differences between the quoted instruments and the
instruments being valued.
Loans
held for sale: The fair value of loans held for sale is based on
prevailing market prices.
Loans: The
fair value of loans is calculated by discounting scheduled cash flows through
the estimated maturity using estimated market discount rates, which reflect
the
credit and interest rate risk inherent in the loan. The estimate of
maturity is based on the historical experience, with repayments for each loan
classification modified, as required, by an estimate of the effect of current
economic and lending conditions. The effect of nonperforming loans is
considered in assessing the credit risk inherent in the fair value
estimate.
Deposit
liabilities: Fair values of deposits with no stated maturity,
such as noninterest-bearing demand deposits, savings and NOW accounts, and
money
market accounts, are equal to the amount payable on demand as of the respective
balance sheet date. Fair values of certificates of deposit are based
on the discounted value of contractual cash flows. The discount rate
is estimated using the rates currently offered for deposits of similar remaining
maturities. The fair value estimates do not include the benefit that
results from the low-cost funding provided by the deposit liabilities compared
to the cost of borrowing funds in the market.
Other
borrowings: The carrying amounts of other borrowings approximate
fair value because of the generally short-term nature of the
instruments.
Accrued
income receivable and accrued interest payable: The carrying
amounts of accrued income receivable and interest payable approximate fair
value.
Commitments
to extend credit and standby letters of credit: The fair values
of commitments to extend credit and stand by letters of credit are based on
fees
currently charged to enter into similar agreements, taking into account the
remaining terms of the agreement and credit worthiness of the
counterparties. The carry value and fair value of the commitments to
extend credit and standby letters of credit are not considered
significant.
Limitations: Fair
value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. Because
no market exists for a significant portion of the Company’s financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics
of
various financial instruments, and other factors. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgment and, therefore, cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.
Earnings
per share: Basic earnings per share computations for the years
ended December 31, 2006, 2005 and 2004, were determined by dividing net income
by the weighted-average number of common shares outstanding during the years
then ended. The Company had no potentially dilutive securities
outstanding during the periods presented.
The
following information was used in the computation of basic earnings per share
for the years ended December 31, 2006, 2005, and 2004.
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
Basic
earning per share computation:
|
|
|
|
|
|
|
||||||
Net
income
|
|
$
|
10,943,617
|
|
|
$
|
11,608,535
|
|
|
$
|
12,389,546
|
|
Weighted
average common shares outstanding
|
|
|
9,422,402
|
|
|
|
9,415,599
|
|
|
|
9,405,705
|
|
Basic
EPS
|
|
$
|
1.16
|
|
|
$
|
1.23
|
|
|
$
|
1.32
|
|
Stock
Split: On June 15,
2005,
shareholders of the Company approved an amendment to the Restated Articles
of
Incorporation increasing the Company’s authorized common stock from 6 million to
18 million shares and reducing the par value of such common stock from $5.00
to
$2.00 per share. The purpose of the amendment was to provide a
sufficient number of shares of authorized common stock to accommodate a 3-for-1
stock split previously approved by the Board of Directors of the Company on
May
11, 2005. The stock split was effective July 15, 2005 for holders of
record as of July 1, 2005. Share and per share data for all periods
presented have been restated to reflect the stock split.
New
Accounting Pronouncements: In July 2006, the FASB issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN
48). FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The
Interpretation also provides guidance on derecognition, classification, interest
and penalties, accounting in interim periods, disclosure, and
transition. FIN 48 is effective in fiscal years beginning after
December 15, 2006. The provisions of FIN 48 are to be applied to all
tax positions upon initial adoption, with the cumulative effect adjustment
reported as an adjustment to the opening balance of retained
earnings. The Company is currently evaluating the potential impact,
if any, that the adoption of FIN 48 will have on its consolidated financial
statements. Management believes, based on an initial evaluation, that
the impact of FIN 48 will not be significant to the consolidated financial
statements.
Note
2.
|
Restrictions
on Cash and Due from Banks
|
The
Federal Reserve Bank requires member banks to maintain certain cash and due
from
bank reserves. The subsidiary banks’ reserve requirements totaled
approximately $2,847,000 and $5,086,000 at December 31, 2006 and 2005,
respectively.
Note
3.
|
Debt
and Equity Securities
|
The
amortized cost of securities available for sale and their approximate fair
values at December 31, 2006 and 2005, are summarized below:
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Estimated
Fair
Value
|
|
|||||
2006:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||
U.S.
treasury
|
|
$
|
496,493
|
|
|
$
|
12,199
|
|
|
$
|
-
|
|
|
$
|
508,692
|
|
U.S.
government agencies
|
|
|
141,184,462
|
|
|
|
467,416
|
|
|
|
(1,907,201
|
)
|
|
|
139,744,677
|
|
State
and political subdivisions
|
|
|
119,698,521
|
|
|
|
969,283
|
|
|
|
(759,686
|
)
|
|
|
119,908,118
|
|
Corporate
bonds
|
|
|
60,204,400
|
|
|
|
853,289
|
|
|
|
(433,822
|
)
|
|
|
60,623,867
|
|
Equity
securities
|
|
|
23,912,185
|
|
|
|
9,914,125
|
|
|
|
(39,800
|
)
|
|
|
33,786,510
|
|
|
$
|
345,496,061
|
|
|
$
|
12,216,312
|
|
|
$
|
(3,140,509
|
)
|
|
$
|
354,571,864
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Estimated
Fair
Value
|
|
|||||
2005:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||
U.S.
treasury
|
|
$
|
495,748
|
|
|
$
|
20,600
|
|
|
$
|
-
|
|
|
$
|
516,348
|
|
U.S.
government agencies
|
|
|
136,815,035
|
|
|
|
251,357
|
|
|
|
(2,778,021
|
)
|
|
|
134,288,371
|
|
State
and political subdivisions
|
|
|
108,432,912
|
|
|
|
1,121,566
|
|
|
|
(1,181,983
|
)
|
|
|
108,372,495
|
|
Corporate
bonds
|
|
|
59,523,220
|
|
|
|
936,527
|
|
|
|
(892,575
|
)
|
|
|
59,567,172
|
|
Equity
securities
|
|
|
23,018,072
|
|
|
|
7,869,194
|
|
|
|
(121,500
|
)
|
|
|
30,765,766
|
|
|
$
|
328,284,987
|
|
|
$
|
10,199,244
|
|
|
$
|
(4,974,079
|
)
|
|
$
|
333,510,152
|
|
The
amortized cost and estimated fair value of debt securities available-for-sale
as
of December 31, 2006, are shown below by contractual
maturity. Expected maturities will differ from contractual maturities
because issuers may have the right to call or prepay obligations with or without
call or prepayment penalties.
|
Amortized
Cost
|
|
|
Estimated
Fair
Value
|
|
|||
|
|
|
|
|||||
Due
in one year or less
|
|
$
|
66,571,021
|
|
|
$
|
65,967,568
|
|
Due
after one year through five years
|
|
|
141,056,137
|
|
|
|
140,092,220
|
|
Due
after five years through ten years
|
|
|
97,159,187
|
|
|
|
97,977,214
|
|
Due
after ten years
|
|
|
16,797,531
|
|
|
|
16,748,352
|
|
|
|
|
321,583,876
|
|
|
|
320,785,354
|
|
Equity
securities
|
|
|
23,912,185
|
|
|
|
33,786,510
|
|
|
$
|
345,496,061
|
|
|
$
|
354,571,864
|
|
At
December 31, 2006 and 2005, securities with a carrying value of approximately
$163,497,000 and $152,169,000, respectively, were pledged as collateral on
public deposits, securities sold under agreements to repurchase and for other
purposes as required or permitted by law. Securities sold under
agreements to repurchase are held by the Company’s safekeeping
agent.
For
the
years ended December 31, 2006, 2005, and 2004, proceeds from sales of
available-for-sale securities amounted to $6,013,192, $24,937,433, and
$5,045,102, respectively. Gross realized gains and gross realized
losses on sales of available-for-sale securities were $1,333,136 with no losses,
respectively, in 2006, $1,287,962 and $236,182 respectively, in 2005, and
$443,974 and $119,944, respectively, in 2004. The tax provision
applicable to the net realized gains and losses amounted to approximately
$454,000, $318,000, and $130,000, respectively. Other-than-temporary
impairments recognized as a component of income were $198,000 in 2006 and
$256,000 in 2005, with no impairments recognized in 2004.
The
components of other comprehensive income (loss) - net unrealized gains (losses)
on securities available-for-sale for the years ended December 31, 2006, 2005,
and 2004, were as follows:
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
Unrealized
holding gains (losses) arising during the period
|
|
$
|
4,985,773
|
|
|
$
|
(5,832,566
|
)
|
|
$
|
(1,974,746
|
)
|
Reclassification
adjustment for net gains realized in net income
|
|
|
(1,135,136
|
)
|
|
|
(795,780
|
)
|
|
|
(324,030
|
)
|
Net
unrealized gains (losses) before tax effect
|
|
|
3,850,637
|
|
|
|
(6,628,346
|
)
|
|
|
(2,298,776
|
)
|
Tax
effect
|
|
|
(1,424,736
|
)
|
|
|
2,452,488
|
|
|
|
850,547
|
|
Other
comprehensive income - Net unrealized gains (losses) on
securities
|
|
$
|
2,425,901
|
|
|
$
|
(4,175,858
|
)
|
|
$
|
(1,448,229
|
)
|
Unrealized
losses and fair value, aggregated by investment category and length of time
that
individual securities have been in a continuous unrealized loss position, as
of
December 31, 2006 and 2005 are summarized as follows:
|
Less
than 12 Months
|
|
|
12
Months or More
|
|
|
Total
|
|
||||||||||||||||
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|||||||
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Securities
available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
government agencies
|
|
$
|
5,314,294
|
|
|
$
|
(19,792
|
)
|
|
$
|
99,623,211
|
|
|
$
|
(1,887,409
|
)
|
|
$
|
104,937,505
|
|
|
$
|
(1,907,201
|
)
|
State
and political subsidivisions
|
|
|
13,580,743
|
|
|
|
(51,720
|
)
|
|
|
39,705,322
|
|
|
|
(707,966
|
)
|
|
|
53,286,065
|
|
|
|
(759,686
|
)
|
Corporate
obligations
|
|
|
1,964,337
|
|
|
|
(29,997
|
)
|
|
|
23,139,560
|
|
|
|
(403,825
|
)
|
|
|
25,103,897
|
|
|
|
(433,822
|
)
|
Equity
securities
|
|
|
960,200
|
|
|
|
(39,800
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
960,200
|
|
|
|
(39,800
|
)
|
|
$
|
21,819,574
|
|
|
$
|
(141,309
|
)
|
|
$
|
162,468,093
|
|
|
$
|
(2,999,200
|
)
|
|
$
|
184,287,667
|
|
|
$
|
(3,140,509
|
)
|
|
Less
than 12 Months
|
|
|
12
Months or More
|
|
|
Total
|
|
||||||||||||||||
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|||||||
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Securities
available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S.
government agencies
|
|
$
|
50,630,566
|
|
|
$
|
(845,216
|
)
|
|
$
|
75,540,778
|
|
|
$
|
(1,932,805
|
)
|
|
$
|
126,171,344
|
|
|
$
|
(2,778,021
|
)
|
State
and political subsidivisions
|
|
|
36,928,098
|
|
|
|
(585,753
|
)
|
|
|
20,290,028
|
|
|
|
(596,230
|
)
|
|
|
57,218,126
|
|
|
|
(1,181,983
|
)
|
Corporate
obligations
|
|
|
6,025,437
|
|
|
|
(196,195
|
)
|
|
|
26,460,433
|
|
|
|
(696,380
|
)
|
|
|
32,485,870
|
|
|
|
(892,575
|
)
|
Equity
securities
|
|
|
1,956,000
|
|
|
|
(44,000
|
)
|
|
|
1,332,500
|
|
|
|
(77,500
|
)
|
|
|
3,288,500
|
|
|
|
(121,500
|
)
|
|
$
|
95,540,101
|
|
|
$
|
(1,671,164
|
)
|
|
$
|
123,623,739
|
|
|
$
|
(3,302,915
|
)
|
|
$
|
219,163,840
|
|
|
$
|
(4,974,079
|
)
|
At
December 31, 2006, 320 debt securities have unrealized losses of
$3,100,709. These unrealized losses are generally due to changes in
interest rates or general market conditions. In analyzing an issuers’
financial condition, management considers whether the securities are issued
by
the federal government or its agencies, whether downgrades by bond rating
agencies have occurred, and industry analysts’ reports. As management
has the ability for the foreseeable future to hold classified as available
for
sale securities, no declines are deemed to be other than
temporary. Unrealized losses on equity securities were not
significant at December 31, 2006.
Note
4.
|
Loans
Receivable
|
The
composition of loans receivable at December 31, 2006 and 2005, is as
follows:
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
Commercial
and agricultural
|
|
$
|
107,193,787
|
|
|
$
|
103,646,036
|
|
Real
estate - mortgage
|
|
|
273,861,154
|
|
|
|
286,570,239
|
|
Real
estate - construction
|
|
|
30,599,880
|
|
|
|
23,972,594
|
|
Consumer
|
|
|
11,834,070
|
|
|
|
12,449,551
|
|
Other
|
|
|
12,442,698
|
|
|
|
20,890,051
|
|
|
|
435,931,589
|
|
|
|
447,528,471
|
|
|
Less:
|
|
|
|
|
|
|
||
Allowance
for loan losses
|
|
|
(6,532,617
|
)
|
|
|
(6,765,356
|
)
|
Deferred
loan fees
|
|
|
(276,431
|
)
|
|
|
(445,430
|
)
|
|
$
|
429,122,541
|
|
|
$
|
440,317,685
|
|
Changes
in the allowance for loan losses for the year ended December 31, 2006, 2005
and
2004, are as follows:
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
|
|
|
|
|
|
|||||||
Balance,
beginning
|
|
$
|
6,765,356
|
|
|
$
|
6,475,530
|
|
|
$
|
6,050,989
|
|
Provision
(credit) for loan losses
|
|
|
(182,686
|
)
|
|
|
331,282
|
|
|
|
479,355
|
|
Recoveries
of loans charged-off
|
|
|
55,055
|
|
|
|
105,400
|
|
|
|
174,703
|
|
Loans
charged-off
|
|
|
(105,108
|
)
|
|
|
(146,856
|
)
|
|
|
(229,517
|
)
|
Balance,
ending
|
|
$
|
6,532,617
|
|
|
$
|
6,765,356
|
|
|
$
|
6,475,530
|
|
Loans
are
made in the normal course of business to directors and executive officers of
the
Company and to their affiliates. The terms of these loans, including
interest rates and collateral, are similar to those prevailing for comparable
transactions with others and do not involve more than a normal risk of
collectibility.
Loan
transactions with related parties were as follows for the years ended December
31, 2006 and 2005:
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
Balance,
beginning of year
|
|
$
|
28,505,102
|
|
|
$
|
28,655,993
|
|
New
loans
|
|
|
9,804,923
|
|
|
|
13,201,498
|
|
Repayments
|
|
|
(12,961,377
|
)
|
|
|
(13,140,392
|
)
|
Change
in status
|
|
|
(3,248,435
|
)
|
|
|
(211,997
|
)
|
Balance,
end of year
|
|
$
|
22,100,213
|
|
|
$
|
28,505,102
|
|
At
December 31, 2006 and 2005, the Company had impaired loans of approximately
$1,049,000 and $689,000, respectively. The allowance for loan losses
related to these impaired loans was approximately $142,000 and $55,000 at
December 31, 2006 and 2005, respectively. The average balances of
impaired loans for the years ended December 31, 2006 and 2005, were $1,729,000
and $1,645,000, respectively. For the years ended December 31, 2006,
2005, and 2004, interest income, which would have been recorded under the
original terms of such loans, was approximately $42,000, $41,000, and $239,000,
respectively, with $1,000, $0, and $211,000, respectively,
recorded. Loans greater than 90 days past due and still accruing
interest were approximately $758,000 and $83,000 at December 31, 2006 and 2005,
respectively. There are no other potential problem loans that cause
management to have serious doubts as to the ability of such borrowers to comply
with the present loan repayment terms.
The
amount the Company will ultimately realize from these loans could differ
materially from their carrying value because of future developments affecting
the underlying collateral or the borrowers’ ability to repay the
loans. As of December 31, 2006, there were no material commitments to
lend additional funds to customers whose loans were classified as
impaired.
Note
5.
|
Bank
Premises and Equipment
|
The
major
classes of bank premises and equipment and the total accumulated depreciation
as
of December 31, 2006 and 2005, are as follows:
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
Land
|
|
$
|
3,032,448
|
|
|
$
|
3,000,803
|
|
Buildings
and improvements
|
|
|
12,622,808
|
|
|
|
10,734,396
|
|
Furniture
and equipment
|
|
|
6,522,487
|
|
|
|
6,378,610
|
|
|
|
22,177,743
|
|
|
|
20,113,809
|
|
|
|
|
|
|
|
|
|||
Less
accumulated depreciation
|
|
|
9,560,002
|
|
|
|
9,082,969
|
|
|
$
|
12,617,741
|
|
|
$
|
11,030,840
|
|
Note
6.
|
Deposits
|
At
December 31, 2006, the maturities of time deposits are as follows:
2007
|
|
$
|
213,366,069
|
|
2008
|
|
|
40,445,425
|
|
2009
|
|
|
18,930,195
|
|
2010
|
|
|
7,861,441
|
|
2011
|
|
|
4,129,211
|
|
|
$
|
284,732,341
|
|
Interest
expense on deposits is summarized as follows:
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
|
|
|
|
|
|
|||||||
NOW
accounts
|
|
$
|
2,362,608
|
|
|
$
|
2,009,186
|
|
|
$
|
1,237,381
|
|
Savings
and money market
|
|
|
5,886,737
|
|
|
|
3,745,885
|
|
|
|
1,972,211
|
|
Time,
$100,000 and over
|
|
|
4,421,595
|
|
|
|
3,094,834
|
|
|
|
1,758,187
|
|
Other
time
|
|
|
7,071,439
|
|
|
|
5,530,309
|
|
|
|
4,974,471
|
|
|
$
|
19,742,379
|
|
|
$
|
14,380,214
|
|
|
$
|
9,942,250
|
|
Note
7.
|
Borrowings
|
Federal
funds purchased are unsecured and mature daily. Securities sold under
repurchase agreements are short-term and are secured by investments with a
fair
value of $54,136,000 at December 31, 2006. Short-term borrowings as
of December 31, 2006 and 2005 consisted of Treasury, Tax and Loan option notes
secured by investment securities. Short-term borrowings as of
December 31, 2005, also included FHLB advances, due in three months or
less. The FHLB advances are collateralized by certain 1-4 family
loans.
FHLB
term
advances consist of fixed FHLB borrowings with a weighted average interest
rate
of 5.03%, and are collateralized by certain 1-4 family loans and are due in
2010
and 2011 of $1 million each year. At December 31, 2006, the Banks had
outstanding lines of credit with the Federal Home Loan Bank of Des Moines,
Iowa
of $44,295,000.
Note
8.
|
Employee
Benefit Plans
|
The
Company has a stock purchase plan with the objective of encouraging equity
interests by officers, employees, and directors of the Company and its
subsidiaries to provide additional incentive to improve banking performance
and
retain qualified individuals. The purchase price of the shares is the
fair market value of the stock based upon current market trading
activity. The terms of the plan provide for the issuance of up to
42,000 shares of common stock per year for a ten-year period commencing in
1999
and continuing through 2008.
The
Company has a qualified 401(k) profit-sharing plan. The Company
matches employee contributions up to a maximum of 2% of qualified compensation
and also contributes an amount equal to 5% of the participating employee’s
compensation. In addition, contributions can be made on a
discretionary basis by the Company on behalf of the employees. For
the years ended December 31, 2006, 2005 and 2004, Company contributions to
the
plan were approximately $579,000, $623,000, and $676,000,
respectively. The plan covers substantially all
employees.
Note
9.
|
Income
Taxes
|
The
components of income tax expense for the years ended December 31, 2006, 2005
and
2004, are as follows:
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
|
|
|
|
|
|
|||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
2,633,706
|
|
|
$
|
3,282,266
|
|
|
$
|
3,493,176
|
|
Deferred
|
|
|
90,186
|
|
|
|
(202,533
|
)
|
|
|
(48,519
|
)
|
|
|
|
2,723,892
|
|
|
|
3,079,733
|
|
|
|
3,444,657
|
|
State:
|
|
|
|
|
|
|
|
|
|
|||
Current
|
|
|
658,497
|
|
|
|
779,897
|
|
|
|
815,664
|
|
Deferred
|
|
|
17,014
|
|
|
|
(23,638
|
)
|
|
|
(4,929
|
)
|
|
|
|
675,511
|
|
|
|
756,259
|
|
|
|
810,735
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income
tax expense
|
|
$
|
3,399,403
|
|
|
$
|
3,835,992
|
|
|
$
|
4,255,392
|
|
Total
income tax expense differed from the amounts computed by applying the U.S.
federal income tax rate of 35% to income before income taxes as a result of
the
following for the years ended December 31, 2006, 2005 and 2004:
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
|
|
|
|
|
|
|||||||
Income
taxes at 35% federal tax rate
|
|
$
|
5,020,058
|
|
|
$
|
5,405,585
|
|
|
$
|
5,825,727
|
|
Increase
(decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|||
Tax-exempt
interest and dividends
|
|
|
(1,797,533
|
)
|
|
|
(1,860,143
|
)
|
|
|
(1,870,264
|
)
|
State
taxes, net of federal tax benefit
|
|
|
437,893
|
|
|
|
460,694
|
|
|
|
522,929
|
|
Other
|
|
|
(261,015
|
)
|
|
|
(170,144
|
)
|
|
|
(223,000
|
)
|
Total
income tax expense
|
|
$
|
3,399,403
|
|
|
$
|
3,835,992
|
|
|
$
|
4,255,392
|
|
The
tax
effects of temporary differences that give rise to significant portions of
the
deferred tax assets and deferred liabilities at December 31, 2006 and 2005,
are
as follows:
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
Deferred
tax assets:
|
|
|
|
|
||||
Allowance
for loan losses
|
|
$
|
1,921,102
|
|
|
$
|
2,009,069
|
|
Other
items
|
|
|
595,168
|
|
|
|
447,057
|
|
|
|
2,516,270
|
|
|
|
2,456,126
|
|
|
Deferred
tax liabilities:
|
|
|
|
|
|
|
||
Net
unrealized gains on securities available for sale
|
|
|
(3,358,048
|
)
|
|
|
(1,933,311
|
)
|
Other
|
|
|
(346,170
|
)
|
|
|
(178,826
|
)
|
|
|
(3,704,218
|
)
|
|
|
(2,112,137
|
)
|
|
|
|
|
|
|
|
|||
Net
deferred tax assets (liabilities)
|
|
$
|
(1,187,948
|
)
|
|
$
|
343,989
|
|
At
December 31, 2006 and 2005, income taxes currently payable of approximately
$95,000 and $264,000, respectively, are included in accrued interest and other
liabilities.
Note
10.
|
Commitments,
Contingencies and Concentrations of Credit
Risk
|
The
Company is party to financial instruments with off-balance-sheet risk in the
normal course of business. These financial instruments include
commitments to extend credit and standby letters of credit. These
instruments involve, to varying degrees, elements of credit risk in excess
of
the amount recognized in the balance sheet.
The
Company’s exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those
instruments. The Company uses the same credit policies in making
commitments and conditional obligations as they do for on-balance-sheet
instruments. A summary of the Company’s commitments at December 31,
2006 and 2005, is as follows:
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
Commitments
to extend credit
|
|
$
|
79,629,000
|
|
|
$
|
77,099,000
|
|
Standby
letters of credit
|
|
|
1,995,000
|
|
|
|
1,433,000
|
|
|
$
|
81,624,000
|
|
|
$
|
78,532,000
|
|
Commitments
to extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Since many of
the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash
requirements. The Bank evaluates each customer’s creditworthiness on
a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon extension of credit, is based on management’s credit
evaluation of the party.
Standby
letters of credit are conditional commitments issued by the Banks to guarantee
the performance of a customer to a third-party. Those guarantees are
primarily issued to support public and private borrowing
arrangements. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan facilities to
customers. Collateral held varies and is required in instances which
the Banks deem necessary. In the event the customer does not perform
in accordance with the terms of the agreement with the third party, the Banks
would be required to fund the commitment. The maximum potential
amount of future payments the Banks could be required to make is represented
by
the contractual amount shown in the summary above. If the commitments
were funded, the Banks would be entitled to seek recovery from the
customer. At December 31, 2006 and 2005, no amounts have been
recorded as liabilities for the Bank’s potential obligations under these
guarantees.
In
the
normal course of business, the Company is involved in various legal
proceedings. In the opinion of management, any liability resulting
from such proceedings would not have a material adverse effect on the Company’s
financial statements.
Concentrations
of credit risk: The Banks originate real estate, consumer, and
commercial loans, primarily in Story, Boone, Hamilton and Marshall Counties,
Iowa, and adjacent counties. Although the Banks have diversified loan
portfolios, a substantial portion of their borrowers’ ability to repay loans is
dependent upon economic conditions in the Banks’ market areas.
Note
11.
|
Regulatory
Matters
|
The
Company and its subsidiary banks are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to
meet minimum capital requirements can initiate certain mandatory - and possible additional
discretionary - actions by
regulators that, if undertaken, could have a direct material effect on the
Company’s and Banks’ financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and the Banks must meet specific capital guidelines that involve
quantitative measures of their assets, liabilities and certain off-balance-sheet
items as calculated under regulatory accounting practices. The
capital amounts and classification are also subject to qualitative judgments
by
the regulators about components, risk weightings, and other
factors. Prompt corrective action provisions are not applicable to
bank holding companies.
Quantitative
measures established by regulation to ensure capital adequacy require the
Company and each subsidiary bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier I capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined). Management believes, as of
December 31, 2006 and 2005, that the Company and each subsidiary bank met all
capital adequacy requirements to which they are subject.
As
of
December 31, 2006, the most recent notification from the federal banking
regulators categorized the subsidiary banks as well capitalized under the
regulatory framework for prompt corrective action. To be categorized
as adequately capitalized the banks must maintain minimum total risk-based,
Tier
I risk-based, and Tier I leverage ratios as set forth in the
table. Management believes there are no conditions or events since
that notification that have changed the institution’s category. The
Company’s and each of the subsidiary bank’s actual capital amounts and ratios as
of December 31, 2006 and 2005, are also presented in the table.
|
|
|
|
|
For
Capital
|
|
|
To
Be Well
Capitalized
Under
Prompt
Corrective
|
|
|||||||||||||||
|
Actual
|
|
|
Adequacy
Purposes
|
|
|
Action
Provisions
|
|
||||||||||||||||
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As
of December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated
|
|
$
|
113,738
|
|
|
|
18.8
|
%
|
|
$
|
48,299
|
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Boone
Bank & Trust
|
|
|
13,405
|
|
|
|
16.3
|
|
|
|
6,594
|
|
|
|
8.0
|
|
|
$
|
8,243
|
|
|
|
10.0
|
%
|
First
National Bank
|
|
|
44,420
|
|
|
|
15.3
|
|
|
|
23,247
|
|
|
|
8.0
|
|
|
|
29,059
|
|
|
|
10.0
|
|
Randall-Story
State Bank
|
|
|
8,497
|
|
|
|
15.8
|
|
|
|
4,302
|
|
|
|
8.0
|
|
|
|
5,378
|
|
|
|
10.0
|
|
State
Bank & Trust
|
|
|
12,449
|
|
|
|
15.0
|
|
|
|
6,625
|
|
|
|
8.0
|
|
|
|
8,282
|
|
|
|
10.0
|
|
United
Bank & Trust
|
|
|
8,729
|
|
|
|
12.5
|
|
|
|
5,609
|
|
|
|
8.0
|
|
|
|
7,011
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier
1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
107,205
|
|
|
|
17.8
|
%
|
|
$
|
24,149
|
|
|
|
4.0
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Boone
Bank & Trust
|
|
|
12,477
|
|
|
|
15.1
|
|
|
|
3,297
|
|
|
|
4.0
|
|
|
$
|
4,946
|
|
|
|
6.0
|
%
|
First
National Bank
|
|
|
41,106
|
|
|
|
14.1
|
|
|
|
11,623
|
|
|
|
4.0
|
|
|
|
17,435
|
|
|
|
6.0
|
|
Randall-Story
State Bank
|
|
|
7,874
|
|
|
|
14.6
|
|
|
|
2,151
|
|
|
|
4.0
|
|
|
|
3,227
|
|
|
|
6.0
|
|
State
Bank & Trust
|
|
|
11,538
|
|
|
|
13.9
|
|
|
|
3,313
|
|
|
|
4.0
|
|
|
|
4,969
|
|
|
|
6.0
|
|
United
Bank & Trust
|
|
|
7,842
|
|
|
|
11.2
|
|
|
|
2,804
|
|
|
|
4.0
|
|
|
|
4,207
|
|
|
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier
1 capital (to average-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
107,205
|
|
|
|
13.0
|
%
|
|
$
|
33,103
|
|
|
|
4.0
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Boone
Bank & Trust
|
|
|
12,477
|
|
|
|
12.0
|
|
|
|
4,167
|
|
|
|
4.0
|
|
|
$
|
5,209
|
|
|
|
5.0
|
%
|
First
National Bank
|
|
|
41,106
|
|
|
|
9.9
|
|
|
|
16,662
|
|
|
|
4.0
|
|
|
|
20,830
|
|
|
|
5.0
|
|
Randall-Story
State Bank
|
|
|
7,874
|
|
|
|
11.2
|
|
|
|
2,824
|
|
|
|
4.0
|
|
|
|
3,530
|
|
|
|
5.0
|
|
State
Bank & Trust
|
|
|
11,538
|
|
|
|
10.2
|
|
|
|
4,538
|
|
|
|
4.0
|
|
|
|
5,673
|
|
|
|
5.0
|
|
United
Bank & Trust
|
|
|
7,842
|
|
|
|
8.0
|
|
|
|
3,946
|
|
|
|
4.0
|
|
|
|
4,932
|
|
|
|
5.0
|
|
82
|
|
|
|
|
|
|
|
|
To
Be Well
Capitalized
Under
|
|
||||||||||||||
|
|
|
|
|
For
Capital
|
|
|
Prompt
Corrective
|
|
|||||||||||||||
|
Actual
|
|
|
Adequacy
Purposes
|
|
|
Action
Provisions
|
|
||||||||||||||||
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
As
of December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated
|
|
$
|
112,700
|
|
|
|
18.9
|
%
|
|
$
|
47,680
|
|
|
|
8.0
|
%
|
|
N/A
|
|
|
N/A
|
|
||
Boone
Bank & Trust
|
|
|
13,399
|
|
|
|
17.3
|
|
|
|
6,221
|
|
|
|
8.0
|
|
|
$
|
7,776
|
|
|
|
10.0
|
%
|
First
National Bank
|
|
|
43,903
|
|
|
|
14.7
|
|
|
|
23,868
|
|
|
|
8.0
|
|
|
|
29,835
|
|
|
|
10.0
|
|
Randall-Story
State Bank
|
|
|
8,367
|
|
|
|
16.2
|
|
|
|
4,130
|
|
|
|
8.0
|
|
|
|
5,163
|
|
|
|
10.0
|
|
State
Bank & Trust
|
|
|
12,336
|
|
|
|
15.2
|
|
|
|
6,490
|
|
|
|
8.0
|
|
|
|
8,113
|
|
|
|
10.0
|
|
United
Bank & Trust
|
|
|
8,558
|
|
|
|
13.1
|
|
|
|
5,233
|
|
|
|
8.0
|
|
|
|
6,541
|
|
|
|
10.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier
1 capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
105,935
|
|
|
|
17.8
|
%
|
|
$
|
23,840
|
|
|
|
4.0
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Boone
Bank & Trust
|
|
|
12,441
|
|
|
|
16.0
|
|
|
|
3,111
|
|
|
|
4.0
|
|
|
$
|
4,666
|
|
|
|
6.0
|
%
|
First
National Bank
|
|
|
40,352
|
|
|
|
13.5
|
|
|
|
11,934
|
|
|
|
4.0
|
|
|
|
17,901
|
|
|
|
6.0
|
|
Randall-Story
State Bank
|
|
|
7,721
|
|
|
|
15.0
|
|
|
|
2,065
|
|
|
|
4.0
|
|
|
|
3,098
|
|
|
|
6.0
|
|
State
Bank & Trust
|
|
|
11,428
|
|
|
|
14.1
|
|
|
|
3,245
|
|
|
|
4.0
|
|
|
|
4,868
|
|
|
|
6.0
|
|
United
Bank & Trust
|
|
|
7,740
|
|
|
|
11.8
|
|
|
|
2,617
|
|
|
|
4.0
|
|
|
|
3,925
|
|
|
|
6.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tier
1 capital (to average-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
105,935
|
|
|
|
12.9
|
%
|
|
$
|
32,803
|
|
|
|
4.0
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Boone
Bank & Trust
|
|
|
12,441
|
|
|
|
11.4
|
|
|
|
4,374
|
|
|
|
4.0
|
|
|
$
|
5,467
|
|
|
|
5.0
|
%
|
First
National Bank
|
|
|
40,352
|
|
|
|
9.8
|
|
|
|
16,406
|
|
|
|
4.0
|
|
|
|
20,508
|
|
|
|
5.0
|
|
Randall-Story
State Bank
|
|
|
7,721
|
|
|
|
11.0
|
|
|
|
2,810
|
|
|
|
4.0
|
|
|
|
3,513
|
|
|
|
5.0
|
|
State
Bank & Trust
|
|
|
11,428
|
|
|
|
9.8
|
|
|
|
4,643
|
|
|
|
4.0
|
|
|
|
5,803
|
|
|
|
5.0
|
|
United
Bank & Trust
|
|
|
7,740
|
|
|
|
8.2
|
|
|
|
3,778
|
|
|
|
4.0
|
|
|
|
4,722
|
|
|
|
5.0
|
|
Federal
and state banking regulations place certain restrictions on dividends paid
and
loans or advances made by the Banks’ to the Company. Dividends paid
by each Bank to the Company would be prohibited if the effect thereof would
cause the Bank’s capital to be reduced below applicable minimum capital
requirements. Management believes that these restrictions currently
do not have a significant impact on the Company.
Note
12.
|
Fair
Value of Financial
Instruments
|
The
estimated fair values of the Company’s financial instruments (as described in
Note 1) as of December 31, 2006 and 2005, were as follows:
|
2006
|
|
|
2005
|
|
|||||||||||
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Financial
assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash
and due from banks
|
|
$
|
16,510,082
|
|
|
$
|
16,510,082
|
|
|
$
|
18,092,139
|
|
|
$
|
18,092,139
|
|
Federal
funds sold
|
|
|
13,100,000
|
|
|
|
13,100,000
|
|
|
|
300,000
|
|
|
|
300,000
|
|
Interest-bearing
deposits
|
|
|
1,544,306
|
|
|
|
1,544,306
|
|
|
|
5,983,542
|
|
|
|
5,983,542
|
|
Securities
available-for-sale
|
|
|
354,571,864
|
|
|
|
354,571,864
|
|
|
|
333,510,152
|
|
|
|
333,510,152
|
|
Loans,
net
|
|
|
429,122,541
|
|
|
|
418,432,339
|
|
|
|
440,317,685
|
|
|
|
431,056,183
|
|
Loans
held for sale
|
|
|
525,999
|
|
|
|
525,999
|
|
|
|
981,280
|
|
|
|
981,280
|
|
Accrued
income receivable
|
|
|
7,871,365
|
|
|
|
7,871,365
|
|
|
|
6,633,795
|
|
|
|
6,633,795
|
|
Financial
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
|
$
|
680,356,473
|
|
|
$
|
679,713,963
|
|
|
$
|
668,342,335
|
|
|
$
|
667,871,250
|
|
Other
borrowings
|
|
|
38,198,013
|
|
|
|
38,198,013
|
|
|
|
37,521,113
|
|
|
|
37,521,113
|
|
Accrued
interest payable
|
|
|
2,322,185
|
|
|
|
2,322,185
|
|
|
|
2,081,020
|
|
|
|
2,081,020
|
|
Note
13.
|
Ames
National Corporation (Parent Company Only) Financial
Statements
|
Information
relative to the Parent Company’s balance sheets at December 31, 2006 and 2005,
and statements of income and cash flows for each of the years in the three-year
period ended December 31, 2006, is as follows:
CONDENSED
BALANCE SHEETS
December
31, 2006 and 2005
|
2006
|
|
|
2005
|
|
|||
|
|
|
|
|||||
ASSETS
|
|
|
|
|
||||
|
|
|
|
|||||
Cash
and due from banks
|
|
$
|
35,174
|
|
|
$
|
8,153
|
|
Interest-bearing
deposits in banks
|
|
|
299,654
|
|
|
|
1,616,488
|
|
Securities
available-for-sale
|
|
|
36,059,486
|
|
|
|
32,673,908
|
|
Investment
in bank subsidiaries
|
|
|
80,524,802
|
|
|
|
78,120,998
|
|
Loans
receivable, net
|
|
|
1,247,000
|
|
|
|
1,247,000
|
|
Premises
and equipment, net
|
|
|
751,992
|
|
|
|
781,431
|
|
Accrued
income receivable
|
|
|
247,502
|
|
|
|
237,888
|
|
Other
assets
|
|
|
10,000
|
|
|
|
235,584
|
|
|
|
|
|
|
|
|||
Total
assets
|
|
$
|
119,175,610
|
|
|
$
|
114,921,450
|
|
|
|
|
|
|
|
|||
LIABILITIES
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Dividends
payable
|
|
$
|
2,450,503
|
|
|
$
|
2,354,818
|
|
Deferred
income taxes
|
|
|
3,358,619
|
|
|
|
2,689,836
|
|
Accrued
expenses and other liabilities
|
|
|
443,176
|
|
|
|
649,495
|
|
|
|
|
|
|
|
|||
Total
liabilities
|
|
|
6,252,298
|
|
|
|
5,694,149
|
|
|
|
|
|
|
|
|||
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Common
stock
|
|
|
18,850,026
|
|
|
|
18,838,542
|
|
Additional
paid-in capital
|
|
|
22,498,904
|
|
|
|
22,383,375
|
|
Retained
earnings
|
|
|
65,856,627
|
|
|
|
64,713,530
|
|
Accumulated
other comprehensive income
|
|
|
5,717,755
|
|
|
|
3,291,854
|
|
Total
stockholders' equity
|
|
|
112,923,312
|
|
|
|
109,227,301
|
|
|
|
|
|
|
|
|
||
Total
liabilities and stockholders' equity
|
|
$
|
119,175,610
|
|
|
$
|
114,921,450
|
|
CONDENSED
STATEMENTS OF INCOME
Years
Ended December 31, 2006, 2005 and 2004
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
Operating
income:
|
|
|
|
|
|
|
||||||
Equity
in net income of bank subsidiaries
|
|
$
|
9,728,640
|
|
|
$
|
10,660,583
|
|
|
$
|
11,857,298
|
|
Interest
|
|
|
690,704
|
|
|
|
570,325
|
|
|
|
473,375
|
|
Dividends
|
|
|
919,039
|
|
|
|
993,460
|
|
|
|
1,063,203
|
|
Rents
|
|
|
81,306
|
|
|
|
35,665
|
|
|
|
70,425
|
|
Securities
gains, net
|
|
|
1,333,136
|
|
|
|
1,130,072
|
|
|
|
308,273
|
|
|
|
|
12,752,825
|
|
|
|
13,390,105
|
|
|
|
13,772,574
|
|
|
|
|
|
|
|
|
|
|
||||
Provision
for loan losses
|
|
|
-
|
|
|
|
-
|
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
||||
Operating
income after provision for loan losses
|
|
|
12,752,825
|
|
|
|
13,390,105
|
|
|
|
13,756,574
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating
expenses
|
|
|
1,609,208
|
|
|
|
1,696,570
|
|
|
|
1,517,028
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income
before income taxes
|
|
|
11,143,617
|
|
|
|
11,693,535
|
|
|
|
12,239,546
|
|
|
|
|
|
|
|
|
|
|
|
|||
Income
tax expense (benefit)
|
|
|
200,000
|
|
|
|
85,000
|
|
|
|
(150,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|||
Net
income
|
|
$
|
10,943,617
|
|
|
$
|
11,608,535
|
|
|
$
|
12,389,546
|
|
CONDENSED
STATEMENTS OF CASH FLOWS
Years
Ended December 31, 2006, 2005 and 2004
|
2006
|
|
|
2005
|
|
|
2004
|
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net
income
|
|
$
|
10,943,617
|
|
|
$
|
11,608,535
|
|
|
$
|
12,389,546
|
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
|
|
65,498
|
|
|
|
64,216
|
|
|
|
66,473
|
|
Provision
for loan losses
|
|
|
-
|
|
|
|
-
|
|
|
|
16,000
|
|
Amortization
and accretion, net
|
|
|
(18,575
|
)
|
|
|
(5,757
|
)
|
|
|
(6,004
|
)
|
Provision
for deferred taxes
|
|
|
(22,320
|
)
|
|
|
(50,652
|
)
|
|
|
-
|
|
Securities
gains, net
|
|
|
(1,333,136
|
)
|
|
|
(1,130,072
|
)
|
|
|
(308,273
|
)
|
Equity
in net income of bank subsidiaries
|
|
|
(9,728,640
|
)
|
|
|
(10,660,583
|
)
|
|
|
(11,857,299
|
)
|
Dividends
received from bank subsidiaries
|
|
|
8,734,000
|
|
|
|
8,634,000
|
|
|
|
8,384,000
|
|
Increase
in accrued income receivable
|
|
|
(9,614
|
)
|
|
|
(77,351
|
)
|
|
|
(9,202
|
)
|
Decrease
(increase) in other assets
|
|
|
225,584
|
|
|
|
(92,646
|
)
|
|
|
(135,740
|
)
|
Increase
(decrease) in accrued expense payable and other
liabilities
|
|
|
(206,319
|
)
|
|
|
311,454
|
|
|
|
(350,540
|
)
|
Net
cash provided by operating activities
|
|
$
|
8,650,095
|
|
|
$
|
8,601,144
|
|
|
$
|
8,188,961
|
|
|
|
|
|
|
|
|
|
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Purchase
of securities available-for-sale
|
|
|
(7,130,088
|
)
|
|
|
(8,893,910
|
)
|
|
|
(1,454,604
|
)
|
Proceeds
from sale of securities available-for-sale
|
|
|
4,629,061
|
|
|
|
7,830,546
|
|
|
|
4,200,716
|
|
Proceeds
from maturities and calls of securities available-for-sale
|
|
|
2,335,000
|
|
|
|
800,000
|
|
|
|
519,223
|
|
Decrease
(increase) in interest bearing deposits in banks
|
|
|
1,316,834
|
|
|
|
1,101,638
|
|
|
|
(1,129,131
|
)
|
Increase
in loans
|
|
|
-
|
|
|
|
(170,000
|
)
|
|
|
(1,093,000
|
)
|
Purchase
of bank premises and equipment
|
|
|
(36,059
|
)
|
|
|
(406,588
|
)
|
|
|
(29,981
|
)
|
Investment
in bank subsidiaries
|
|
|
(160,000
|
)
|
|
|
(550,000
|
)
|
|
|
(1,950,000
|
)
|
Net
cash provided by (used in) investing activities
|
|
$
|
954,748
|
|
|
$
|
(288,314
|
)
|
|
$
|
(936,777
|
)
|
|
|
|
|
|
|
|
|
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Dividends
paid
|
|
|
(9,704,835
|
)
|
|
|
(8,599,597
|
)
|
|
|
(7,493,896
|
)
|
Proceeds
from issuance of stock
|
|
|
127,013
|
|
|
|
287,937
|
|
|
|
247,482
|
|
Net
cash used in financing activities
|
|
$
|
(9,577,822
|
)
|
|
$
|
(8,311,660
|
)
|
|
$
|
(7,246,414
|
)
|
|
|
|
|
|
|
|
|
|
||||
Net
increase in cash and cash equivalents
|
|
|
27,021
|
|
|
|
1,170
|
|
|
|
5,770
|
|
|
|
|
|
|
|
|
|
|
||||
CASH
AND DUE FROM BANKS
|
|
|
|
|
|
|
|
|
|
|||
Beginning
|
|
|
8,153
|
|
|
|
6,983
|
|
|
|
1,213
|
|
Ending
|
|
$
|
35,174
|
|
|
$
|
8,153
|
|
|
$
|
6,983
|
|
Note
14.
|
Selected
Quarterly Financial Data
(Unaudited)
|
|
2006
|
|
||||||||||||||
|
March
31
|
|
|
June
30
|
|
|
September
30
|
|
|
December
31
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Total
interest income
|
|
$
|
10,629,614
|
|
|
$
|
10,977,629
|
|
|
$
|
11,264,945
|
|
|
$
|
11,423,504
|
|
Total
interest expense
|
|
|
4,778,803
|
|
|
|
5,225,682
|
|
|
|
5,608,475
|
|
|
|
5,692,568
|
|
Net
interest income
|
|
|
5,850,811
|
|
|
|
5,751,947
|
|
|
|
5,656,470
|
|
|
|
5,730,936
|
|
Provision
(credit) for loan losses
|
|
|
29,624
|
|
|
|
(302,854
|
)
|
|
|
45,859
|
|
|
|
44,685
|
|
Net
income
|
|
|
2,912,368
|
|
|
|
2,764,818
|
|
|
|
2,545,572
|
|
|
|
2,720,859
|
|
Basic
and diluted earnings per common share
|
|
|
0.31
|
|
|
|
0.29
|
|
|
|
0.27
|
|
|
|
0.29
|
|
|
2005
|
|
||||||||||||||
|
March
31
|
|
|
June
30
|
|
|
September
30
|
|
|
December
31
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
Total
interest income
|
|
$
|
9,943,736
|
|
|
$
|
10,227,074
|
|
|
$
|
10,534,838
|
|
|
$
|
10,599,979
|
|
Total
interest expense
|
|
|
3,348,899
|
|
|
|
3,862,127
|
|
|
|
4,174,670
|
|
|
|
4,547,412
|
|
Net
interest income
|
|
|
6,594,837
|
|
|
|
6,364,947
|
|
|
|
6,360,168
|
|
|
|
6,052,567
|
|
Provision
for loan losses
|
|
|
53,725
|
|
|
|
74,882
|
|
|
|
118,431
|
|
|
|
84,244
|
|
Net
income
|
|
|
3,013,924
|
|
|
|
2,968,312
|
|
|
|
2,917,376
|
|
|
|
2,708,923
|
|
Basic
and diluted earnings per common share
|
|
|
0.32
|
|
|
|
0.32
|
|
|
|
0.31
|
|
|
|
0.29
|
|
Note
15.
|
Stock
Repurchase Program
|
The
Board
of Directors of the Company approved a stock repurchase program on November
8,
2006. The Company has a strong capital position and this program
provides an opportunity to repurchase Company stock on the open market when
it
is deemed to be favorably priced for repurchase. The program
authorizes the repurchase of up to 100,000 shares during the calendar year
2007,
or approximately 1% of 9,425,013 shares of common stock presently
outstanding. The repurchases will be made in open market transactions
at the discretion of management using Company cash. The timing and
actual number of shares purchased will depend on a variety of factors such
as
price, the Company’s liquidity position and other market
conditions. The program may be limited or discontinued at any time
without notice. The Company did not repurchase any shares in
2006.
ITEM
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
On
February 8, 2006, the Audit Committee of the Company approved the dismissal
of
McGladrey & Pullen, LLP (“McGladrey”) as the Company’s independent
accountants. The dismissal was later ratified by the Board of
Directors of the Company. The dismissal was effective upon the
issuance of McGladrey’s report on the consolidated financial statements of the
Company for the year ended December 31, 2005.
The
audit reports of McGladrey on the
consolidated financial statements of the Company for the years ended December
31, 2005 and 2004 do not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
During
the audits of the financial
statements for the years ended December 31, 2005 and 2004, there were no
disagreements with McGladrey on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
agreement, if not resolved to McGladrey’s satisfaction, would have caused
McGladrey to make reference to the subject matter of the disagreement in
connection with its reports.
The
Company requested that McGladrey
furnish it with a letter addressed to the Securities and Exchange Commission
(“SEC”) stating whether or not McGladrey agreed with the above
statements. A copy of McGladrey’s letter to the SEC dated February
13, 2006 is filed as Exhibit 16 to a Form 8-K filed with the SEC on February
13,
2006.
The
Audit Committee of the Company
approved the engagement of Clifton Gunderson LLP as the Company’s new
independent accountants effective with the completion of December 31, 2005
audit. The engagement of Clifton Gunderson LLP was later ratified by
the Board of Directors.
ITEM
9A.
|
CONTROLS
AND PROCEDURES
|
As
of the
end of the period covered by this report, an evaluation was performed under
the
supervision and with the participation of the Company’s Chief Executive Officer
and Chief Financial Officer of the effectiveness of the Company’s disclosure
controls and procedures (as defined in Exchange Act Rule 240.13a-15
(e)). Based on that evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that the Company’s current disclosure
controls and procedures are effective to ensure that information required to
be
disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission’s
rules and forms.
Management’s
annual report on internal control over financial reporting is contained in
Item
8 of this Report.
The
attestation report of the Company’s registered public accounting firm on
management’s assessment of the Company’s internal control over financial
reporting is contained in Item 8 of this Report.
There
were no changes in the Company’s internal control over financial reporting that
occurred during the quarter ended December 31, 2006 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
ITEM
9B.
|
OTHER
INFORMATION
|
None.
PART
III
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
Directors
Refer
to
the information under the caption "Information Concerning Nominees for Election
as Directors" and "Information Concerning Directors Other Than Nominees"
contained in the Company's definitive proxy statement prepared in connection
with its Annual Meeting of Shareholders to be held April 25, 2007, as filed
with
the SEC on March 16, 2007 (the "Proxy Statement"), which information is
incorporated herein by this reference.
Executive
Officers
The
information required by Item 10 regarding the executive officers appears in
Item
1 of Part I of this Report under the heading “Executive Officers of the Company
and Banks”.
Section
16(a) Beneficial Ownership Reporting Compliance
Refer
to the information under the
caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy
Statement, which information is incorporated herein by this
reference.
Audit
Committee
The
Company has established an Audit
Committee as a standing committee of the Board of Directors. Refer to
the information under the caption “Information Concerning the Board of Directors
– Board Committees” in the Proxy Statement, which information is incorporated
herein by this reference.
Audit
Committee Financial Expert
The
Board
of Directors of the Company has determined that Warren R. Madden, a member
of
the Audit Committee, qualifies as an "audit committee financial expert" under
applicable SEC rules. The Board of Directors has further determined
that Mr. Madden qualifies as an "independent" director under applicable SEC
rules and the corporate governance rules of the NASDAQ stock
market. The Board's affirmative determination was based, among other
things, upon Mr. Madden's experience as Vice President of Finance and Business
of Iowa State University, a position in which he functions as the principal
financial officer of the University.
Code
of
Ethics
The
Company has adopted an Ethics and Confidentiality Policy that applies to all
directors, officers and employees of the Company, including the Chief Executive
Officer and the Chief Financial Officer of the Company. A copy of this policy
is
posted on the Company's website at www.amesnational.com. In
the event that the Company makes any amendments to, or grants any waivers of,
a
provision of the Ethics and Confidentiality Policy that requires disclosure
under applicable SEC rules, the Company intends to disclose such amendments
or
waiver and the reasons therefore on its website.
ITEM
11.
|
EXECUTIVE
COMPENSATION
|
Refer
to the information under the
caption “Executive Compensation” in the Proxy Statement, which information is
incorporated herein by this reference.
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
SHAREHOLDER MATTERS
|
Refer
to the information under the
caption “Security Ownership of Management and Certain Beneficial Owners” in the
Proxy Statement, which information is incorporated herein by this
reference. The Company does not maintain any equity compensation
plans covering its officers or employees or the officers or employees of the
Banks.
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Refer
to the information under the
caption “Loans to Directors and Executive Officers and Related Party
Transactions” and “Information Concerning the Board of Directors – Director
Independence” in the Proxy Statement, which information is incorporated herein
by this reference.
ITEM
14.
|
PRINCIPAL
ACCOUNTANT FEES AND
SERVICES
|
Refer
to
the information under the caption "Relationship with Registered Public
Accounting Firm" in the Proxy Statement, which information is incorporated
herein by this reference.
PART
IV
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT
SCHEDULES
|
(a)
|
List
of Financial Statements and
Schedules.
|
|
1.
|
Financial
Statements
|
|
Reports
of Clifton Gunderson LLP, Independent Registered Public Accounting
Firm
|
|
Report
of McGladrey & Pullen LLP, Independent Registered Public Accounting
Firm
|
|
Consolidated
Balance Sheets, December 31, 2006 and
2005
|
|
Consolidated Statements
of Income for the Years ended December 31, 2006, 2005 and
2004
|
|
Consolidated
Statements of Stockholders' Equity for the Years ended December 31,
2006,
2005 and 2004
|
|
Consolidated
Statements of Cash Flows for the Years ended December 31, 2006, 2005
and
2004
|
|
Notes
to Consolidated Financial
Statements
|
91
|
2.
|
Financial
Statement Schedules
|
All
schedules are omitted because they are not applicable or not required, or
because the required information is included in the consolidated financial
statements or notes thereto.
(b)
|
List
of Exhibits.
|
|
3.1
|
-
|
Restated
Articles of Incorporation of the Company, as amended (incorporated
by
reference to Exhibit 3.1 to Form 8-K as filed June 16,
2005)
|
|
3.2
|
-
|
Bylaws
of the Company, as amended (incorporated by reference to Exhibit
3.2 to
Form 8-K as filed June 16, 2005)
|
|
10.1
|
-
|
Management
Incentive Compensation Plan (incorporated by reference to Exhibit
10 filed
with the Company’s Annual Report on Form 10K for the year ended December
31, 2002)*
|
|
16
|
-
|
Letter
regarding change in certifying Accountant (incorporated by reference
to
Exhibit 16 to Form 8-K as filed February 13,
2006)
|
|
21
|
-
|
Subsidiaries
of the Registrant
|
|
23.1
|
-
|
Consent
of Independent Registered Public Accounting
Firm
|
|
23.2
|
-
|
Consent
of Independent Registered Public Accounting
Firm
|
|
31.1
|
-
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31.2
|
-
|
Certification
of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
-
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section
1350
|
|
32.2
|
-
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350
|
|
*
|
Indicates
a management compensatory plan or
arrangement.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on
its
behalf by the undersigned, thereunto duly authorized.
AMES
NATIONAL CORPORATION
|
||||
March
15, 2007
|
By:
|
/s/
Daniel L. Krieger
|
||
Daniel
L. Krieger, Chairman and President
|
||||
(Principal
Executive Officer)
|
||||
March
15, 2007
|
By:
|
/s/
John P. Nelson
|
||
John
P. Nelson, Vice President
|
||||
(Principal
Financial and Accounting Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on March 15, 2007.
/s/ Betty A. Baudler Horras | ||
Betty
A. Baudler Horras, Director
|
||
/s/ Robert L. Cramer | ||
Robert
L. Cramer, Director
|
||
/s/ Douglas C. Gustafson | ||
Douglas
C. Gustafson, Director
|
||
/s/ Charles D. Jons | ||
Charles
D. Jons, Director
|
||
/s/ Jami R. Larson II | ||
Jami
R. Larson II, Director
|
||
/s/ Warren R. Madden | ||
Warren
R. Madden, Director
|
||
/s/ Fred C. Samuelson | ||
Fred
C. Samuelson, Director
|
||
/s/ Marvin J. Walter | ||
Marvin
J. Walter, Director
|
EXHIBIT
INDEX
The
following exhibits are filed herewith:
Exhibit
No.
|
Description
|
|
-Subsidiaries
of the Registrant
|
||
-Consent
of Independent Registered Public Accounting Firm.
|
||
-Consent
of Independent Registered Public Accounting Firm.
|
||
-Certification
of Principal Executive Officer pursuant to Section 302 of the Sarbanes
Oxley Act of 2002
|
||
-Certification
of Principal Financial Officer pursuant to Section 302 of the Sarbanes
Oxley Act of 2002
|
||
-Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section
1350
|
||
-Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section
1350
|
95