UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
----------------------------------------
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ___________________
Commission File Number 0-25342
-------
Wells Financial Corp.
(Exact name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Minnesota 41-1799504
- ------------------------------------------------------------- ----------------------------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
53 1st Street S.W., P.O. Box 310, Wells MN 56097
------------------------------------------------
(Address of principal executive offices)
(507) 553-3151
------------------------------------------------
(Registrant's Telephone Number, including Area Code)
N/A
------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check by |X| whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. |X| Yes |_| No
The number of shares outstanding of each of the issuer's classes of common stock
as of July 30, 1999:
Class Outstanding
----- -----------
$.10 par value per share, common stock 1,567,760 Shares
<PAGE>
================================================================================
WELLS FINANCIAL CORP. and SUBSIDIARY
[OBJECT OMITTED]
FORM 10-QSB
INDEX
PART I - FINANCIAL INFORMATION: Page
------------------------------- ----
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statements of Comprehensive Income 3
Consolidated Statement of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5-6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-14
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures
================================================================================
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Consolidated Statements of Financial Condition
June 30, 1999 and December 31, 1998
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
1999 1998
--------------------- --------------------------
<S> <C> <C>
Cash, including interest-bearing accounts
6/30/99 $12,782; 12/31/98 $18,523 $ 13,845 $ 19,446
Certificates of deposit 500 500
Securities available for sale, at fair value 2,813 2,968
Securities held to maturity (approximate market value $14,115 at
June 30, 1999 and $5,542 at December 31, 1998) 14,376 5,539
Loans held for sale 938 6,097
Loans receivable, net 155,862 154,305
Accrued interest receivable 1,302 843
Foreclosed real estate 15 -
Premises and equipment 1,269 1,249
Other assets 1,090 929
--------------------- --------------------------
TOTAL ASSETS $ 192,010 $ 191,876
===================== ==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 159,318 $ 158,441
Borrowed funds 5,000 5,000
Advances from borrowers for taxes and insurance 1,261 1,220
Income taxes:
Current - 128
Deferred 845 885
Accrued interest payable 227 100
Accrued expenses and other liabilities 65 210
--------------------- --------------------------
TOTAL LIABILITIES 166,716 165,984
--------------------- --------------------------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 500,000 shares
Authorized; none outstanding - -
Common stock, $.10 par value; authorized 7,000,000
Shares; issued 2,187,500 shares 219 219
Additional paid in capital 16,894 16,840
Retained earnings, substantially restricted 17,759 17,211
Accumulated other comprehensive income 810 901
Unearned ESOP shares (513) (591)
Unearned compensation restricted stock awards (45) (67)
Treasury stock, at cost (9,830) (8,621)
--------------------- --------------------------
TOTAL STOCKHOLDERS' EQUITY 25,294 25,892
--------------------- --------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 192,010 $ 191,876
===================== ==========================
</TABLE>
(See Notes to Consolidated Financial Statements)
1
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Consolidated Statements of Income
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------------- --------------------------------------
1999 1998 1999 1998
---------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Interest and dividend income
Loans receivable:
First mortgage loans $ 2,433 $ 2,820 $ 4,894 $ 5,853
Consumer and other loans 657 656 1,310 1,301
Investment securities and other
interest bearing deposits 399 330 794 594
---------------- ------------------ ------------------- ----------------
Total interest income 3,489 3,806 6,998 7,748
---------------- ------------------ ------------------- ----------------
Interest Expense
Deposits 1,818 1,824 3,649 3,611
Borrowed funds 67 299 134 703
---------------- ------------------ ------------------- ----------------
Total interest expense 1,885 2,123 3,783 4,314
---------------- ------------------ ------------------- ----------------
Net interest income 1,604 1,683 3,215 3,434
Provision for loan losses 4 30 27 60
---------------- ------------------ ------------------- ----------------
Net interest income after provision for
loan losses 1,600 1,653 3,188 3,374
---------------- ------------------ ------------------- ----------------
Noninterest income
Gain on sale of loans originated for sale 50 106 122 187
Loan origination and commitment fees 71 208 226 454
Loan servicing fees 101 63 194 117
Insurance commissions 89 84 162 153
Fees and service charges 123 93 235 162
Other 14 7 19 11
---------------- ------------------ ------------------- ----------------
Total noninterest income 448 561 958 1,084
---------------- ------------------ ------------------- ----------------
Noninterest expense
Compensation and benefits 588 623 1,179 1,201
Occupancy and equipment 215 183 404 376
SAIF deposit insurance premium 23 23 47 46
Data processing 83 68 179 141
Advertising 46 44 94 87
Other 290 240 550 453
---------------- ------------------ ------------------- ----------------
Total noninterest expense 1,245 1,181 2,453 2,304
---------------- ------------------ ------------------- ----------------
Income before taxes 803 1,033 1,693 2,154
Income tax expense 330 411 679 874
---------------- ------------------ ------------------- ----------------
Net Income $ 473 $ 622 $ 1,014 $ 1,280
================ ================== =================== ================
Earnings per share
Basic earnings per share $ 0.31 $ 0.34 $ 0.66 $ 0.69
================ ================== =================== ================
Diluted earnings per share $ 0.30 $ 0.33 $ 0.64 $ 0.67
================ ================== =================== ================
Weighted average number of common shares outstanding:
Basic 1,519,249 1,852,393 1,547,731 1,861,516
================ ================== =================== ================
Diluted 1,556,939 1,911,768 1,585,325 1,916,341
================ ================== =================== ================
</TABLE>
(See Notes to Consolidated Financial Statements)
2
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Consolidated Statements of Comprehensive Income
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------ --- -------------- ------------- --- -------------
1999 1998 1999 1998
------------ -------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Income $ 473 $ 622 $ 1,014 $ 1,280
Other comprehensive income:
Unrealized appreciation (depreciation) on
securities available for sale 16 (11) (155) 121
Income tax benefit (expense) (7) 4 63 (50)
------------ -------------- ------------- -------------
Comprehensive income $ 482 $ 615 $ 922 $ 1,351
============ ============== ============= =============
</TABLE>
(See Notes to Consolidated Financial Statements)
3
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Consolidated Statement of Stockholders' Equity
For the Six Months Ended June 30, 1999
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Unearned Unearned
Accumulated Employee Compensation
Additional Other Stock Restricted Total
Common Paid-In Retained Comprehensive Ownership Stock Treasury Stockholders'
Stock Capital Earnings Income Plan shares Awards Stock Equity
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1998 $ 219 $ 16,840 $ 17,211 $ 901 $ (591) $ (67) $ (8,621) $ 25,892
Net income for
the six months
ended June 30, 1999 - - 1,014 - - - - 1,014
Net change in
unrealized
appreciation
on securities
available for
sale, net of
related
deferred taxes - - - (91) - - - (91)
Treasury
stock purchases (1,209) (1,209)
Amortization of
unearned
compensation - - - - - 22 - 22
Dividends on
common stock - - (466) - - - - (466)
Allocated employee
stock ownership
plan shares - 54 - - 78 - - 132
------------------------------------------------------------------------------------------------------
Balance June 30, 1999 $ 219 $ 16,894 $ 17,759 $ 810 $ (513) $ (45) $ (9,830) $ 25,294
======================================================================================================
</TABLE>
(See Notes to Consolidated Financial Statements)
4
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Consolidated Statements of Cash Flow
Six Months Ended June 30, 1999 and 1998
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,014 $ 1280
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 27 60
Gain on the sale of loans originated for sale (86) (187)
Compensation on allocation of ESOP shares 132 137
Amortization of restricted stock awards 22 51
(Gain) loss on the sale of foreclosed real estate -- 1
Unrealized gain on loans held for sale -- (14)
Gain on disposal of leasehold improvements -- (28)
Deferred income taxes 23 90
Depreciation and amortization on premises and equipment 121 142
Amortization of deferred loan origination fees (89) (123)
Amortization of excess servicing fees, mortgage servicing
rights and bond premiums and discounts 107 60
Loans originated for sale (23,437) (41,236)
Proceeds from the sale of loans originated for sale 28,501 39,971
Changes in assets and liabilities:
Accrued interest receivable (459) (22)
Other assets (84) (106)
Income taxes payable, current (128) (97)
Accrued expenses and other liabilities (18) 186
-------- --------
Net cash provided by operating activities 5,646 165
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net (increase) decrease in loans $ (1,593) $ 16,470
Purchase of certificates of deposit (400) (5,300)
Purchase of securities held to maturity (9,984) (2,840)
Proceeds from principal repayments of mortgage backed securities -- 86
Proceeds from the maturities of certificates of deposit 400 6,000
Proceeds from the maturities of securities held to maturity 1,145 2,014
Proceeds from the disposal of leasehold improvements -- 75
Proceeds from the sale and redemption of foreclosed real estate 83 --
Investment in foreclosed real estate -- (2)
Purchase of premises and equipment (141) (41)
-------- --------
Net cash used in investment activities (10,490) 16,462
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits $ 877 $ 7,074
Net increase in advances from borrowers
for taxes and insurance 41 85
Proceeds from repayment of loan to ESOP -- 25
Repayments on borrowed funds -- (19,500)
Purchase of treasury stock (1,209) (1,682)
Dividends on common stock (466) (529)
-------- --------
Net cash used in financing activities (757) (14,527)
-------- --------
Net increase (decrease) in cash and cash equivalents (5,601) 2,100
CASH:
Beginning 19,446 5,971
-------- --------
Ending $ 13,845 $ 8,071
======== ========
</TABLE>
(See Notes to Consolidated Financial Statements)
5
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Consolidated Statements of Cash Flow (continued)
Six Months Ended June 30, 1999 and 1998
(Dollars in Thousands)
(Unaudited
<TABLE>
<CAPTION>
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for:
Interest on deposits $3,522 $3,429
Interest on borrowed funds 134 733
Income taxes 691 778
====== ======
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Transfers from loans to foreclosed real estate $ 98 $ 33
Allocation of ESOP shares to participants 78 81
Net change in unrealized appreciation on securities available for sale 92 71
====== ======
</TABLE>
(See Notes to Consolidated Financial Statements)
6
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands)
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The foregoing consolidated financial statements are unaudited. However,
in the opinion of management, all adjustments (which consist of normal recurring
accruals) necessary for a fair presentation of the consolidated financial
statements have been included. Results for any interim period are not
necessarily indicative of results to be expected for the year. The interim
consolidated financial statements include the accounts of Wells Financial Corp.
(Company), its subsidiary, Wells Federal Bank (Bank), and the Bank's
subsidiaries, Greater Minnesota Mortgage, Inc. and Wells Insurance Agency, Inc.
NOTE 2. REGULATORY CAPITAL
The following table presents the Bank's regulatory capital amounts and
percents at June 30, 1999 and December 31, 1998.
June 30, 1999 December 31, 1998
Amount Percent Amount Percent
-----------------------------------------------------------------------
(Dollars in Thousands)
Tier 1 (Core) Capital:
Required $ 7,356 4.00% $ 5,480 3.00%
Actual 16,513 8.98% 15,896 8.70%
Excess 9,157 4.98% 10,416 5.70%
Risk-based Capital
Required 9,229 8.00% 9,066 8.00%
Actual 17,377 15.06% 16,745 14.78%
Excess 8,148 7.06% 7,679 6.78%
7
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARY
Notes to consolidated Financial Statements Continued
(Unaudited)
NOTE 3. EARNINGS PER SHARE
Earnings per share are calculated and presented in accordance with FASB
Statement No. 128, Earnings per Share. The Statement requires the presentation
of earnings per share by all entities that have common stock or potential common
stock, such as options, warrants and convertible securities, outstanding that
trade in a public market. Those entities that have only common stock outstanding
are required to present basic earnings per-share amounts. All other entities are
required to present basic and diluted earnings per-share amounts. Diluted
per-share amounts assume the conversion, exercise or issuance of all potential
common stock instruments unless the effect is to reduce a loss or increase the
income per common share from continuing operations.
The weighted average number of shares of common stock used to compute
the basic earnings per share were 1,547,731 and 1,861,516 for the six month
periods ended June 30, 1999 and 1998, respectively. The weighted average number
of shares of common stock were increased by 37,594 and 54,825 for the six month
periods ended June 30, 1999 and 1998, respectively, for the assumed exercise of
the employee stock options in computing the diluted per-share data.
NOTE 4. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the six months ended
June 30,
1999 1998
-----------------------------------
<S> <C> <C>
Return on assets
(ratio of net income to average total assets) (1) 1.05% 1.26%
Return on equity
(ratio of net income to average equity) (1) 7.93% 8.58%
Equity to assets ratio
(ratio of average equity to average total assets) 13.25% 14.69%
Net interest margin
(ratio of net interest income to average interest earning assets) (1) 3.42% 3.46%
</TABLE>
(1) Net income and net interest income have been annualized.
8
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition
And Results of Operations
General:
Wells Financial Corp. (Company) was incorporated under the laws of the
State of Minnesota in December 1994 for the purpose of owning all of the
outstanding stock of Wells Federal Bank, fsb (Bank) issued in the mutual to
stock conversion of the Bank. On April 11, 1995, the conversion was completed
and $8.4 million of the net proceeds from the sale of the stock were provided to
the Bank in exchange for all of the Bank's stock. The consolidated financial
statements included herein are for the Company, the Bank and the Bank's wholly
owned subsidiaries, Greater Minnesota Mortgage, Inc. and Wells Insurance Agency,
Inc.
The income of the Company is derived primarily from the operations of
the Bank and the Bank's subsidiaries, and to a lesser degree from interest
income from securities and certificates of deposit with other banks that the
Company has purchased. The Bank's net income is primarily dependent upon the
difference (or spread) between the average yield earned on loans, investments
and mortgage-backed securities and the average rate paid on deposits and
borrowings, as well as the relative amounts of such assets and liabilities. The
interest rate spread is affected by regulatory, economic and competitive factors
that influence interest rates, loan demand and deposit flows. Net income is also
affected by, among other things, provision for loan losses, gains on the sale of
interest earning assets, service charges, servicing fees, subsidiary activities,
operating expenses, and income taxes.
The Bank has eight full service offices located in Faribault, Martin,
Blue Earth, Nicollet, Freeborn and Steele Counties, Minnesota.
Comparison of Financial Condition at June 30, 1999 and December 31, 1998:
Total assets increased by $134,000, from $191,876,000 at December 31,
1998 to $192,010,000 at June 30, 1999. Loans held for sale decreased by
$5,159,000 from $6,097,000 at December 31, 1998 to $938,000 at June 30, 1999 as
management elected to retain the majority of the residential mortgage loans that
were originated by the Company during the second quarter of 1999. Loans
receivable increased by $1.6 million dollars during the first six months of
1999. This increase was primarily due to an increase in nonresidential mortgage
loans that were originated and retained by the Company.
In accordance with the Bank's internal classification of assets policy,
management evaluates the loan portfolio on a quarterly basis to identify and
determine the adequacy of the allowance for loan losses. Management's periodic
evaluation of the adequacy of the allowance is based on the Company's past loan
loss experience, known and inherent risks in the portfolio, adverse situations
that may affect the borrower's ability to repay, estimated value of any
underlying collateral, and current economic conditions. As of June 30, 1999 and
December 31, 1998 the balances in the allowance for loan losses and the
allowance for loan losses as a percentage of total loans were $867,000 and
$853,000 and 0.55% and 0.53%, respectively.
9
<PAGE>
Activity in the Company's allowance for loan losses for the six months
ended June 30, 1999 and 1998 is summarized as follows:
1999 1998
----------------------
Balance on January 1, $ 852,557 $ 763,292
Provision for loan losses
27,000 60,000
Charge-offs
(26,296) (17,585)
Recoveries
13,271 6,786
--------- ---------
Balance on June 30, $ 866,532 $ 812,493
========= =========
Loans on which the accrual of interest has been discontinued amounted
to $141,000 and $260,000 at June 30, 1999 and December 31, 1998, respectively.
The effect of nonaccrual loans was not significant to the results of operations.
The Company includes all loans considered impaired under FASB Statement No. 114
in nonaccrual loans. The amount of impaired loans was not material at June 30,
1999 and December 31, 1998.
Liabilities increased by $732,000, from $165,984,000 at December 31,
1998 to $166,716,000 at June 30, 1999. The increase in liabilities was primarily
the result of a $877,000 increase in deposits and, to a lesser extent, a $41,000
increase in advances from borrowers for taxes and insurance.
Equity decreased by $598,000 from $25,892,000 at December 31, 1998 to
$25,294,000 at June 30, 1999. This change in equity is primarily due to net
income of $1,014,000 for the six months ended June 30, 1999 being offset by the
purchase of 75,600 shares of treasury stock at a total cost of $1,209,000. Also
affecting equity were payments on February 12, 1999 and May 14, 1999 of $237,000
and $229,000, or $0.15 and $0.15 per share, respectively, in cash dividends. On
July 21, 1999, the Board of Directors of the Company declared a $0.15 per share
cash dividend to be paid on August 13, 1999 to the stockholders of record on
August 2, 1999. Subject to the Company's earnings and capital, it is the current
intention of the Company to continue to pay regular quarterly cash dividends.
Comparison of Operating Results for the Three and Six Month Periods Ended June
30, 1999 and June 30, 1998.
Net Income. Net income decreased by $149,000 and $266,000 for the three
and six month periods ended June 30, 1999, respectively, when compared to the
same periods in 1998 primarily due to a decrease in net interest income of
$79,000 and $219,000 for the three and six month periods ended June 30, 1999
when compared to the same periods in 1998.
Interest Income. Interest income from the loan portfolio decreased by
$386,000 and $950,000 for the three and six-month periods ended June 30, 1999,
respectively, when compared to the same periods in 1998. Interest income from
investments in securities, certificates of deposit and interest earned on
interest bearing cash accounts increased by $69,000 and $200,000 for the three
and six month periods ended June 30, 1999 when compared to the same periods in
1998. The decrease in interest income from the loan portfolio for the three and
six month periods ended June 30, 1999 when compared to the same periods in 1998
were primarily the result of a decrease in the average amount of the loan
portfolio during the first six months of 1999 when compared to the same period
in 1998. Due to lower interest rates on residential mortgages, management
elected to sell the majority of the residential loans originated during 1998 and
the first three months of 1999 to the secondary market. Included in the loans
originated and sold during 1998 and the first three months of 1999 were loans
from the Company's mortgage loan portfolio that were refinanced. This is the
primary reason for the decrease in the average amount of the loan portfolio. The
increase in interest income from investment securities, certificates of deposit
and other interest bearing deposits was primarily the result of increases in the
average amounts of these investments during the first half of 1999 when compared
to the same period in 1998.
10
<PAGE>
Interest Expense. Total interest expense decreased by $238,000 and
$531,000 for the three and six month periods ended June 30, 1999, respectively,
when compared to the same periods in 1998 primarily due to a decrease in
interest expense on borrowed funds. The decrease in interest expense on borrowed
funds was due to a decrease in the average amount of borrowed funds during the
three and six-month periods ended June 30, 1999 when compared to the same
periods in 1998. Cash obtained from the sale of loans that were refinanced
during 1998 to the secondary market was used to reduce borrowed funds, which
resulted in a decrease in the average amounts of borrowed funds.
Net Interest income. Net interest income decreased by $79,000 and
$219,000 for the three and six- month periods ended June 30, 1999 when compared
to the same periods in 1998 due to the changes in interest income and interest
expense described above.
Provision for loan losses. The provision for loan losses decreased by
$26,000 for the three-month period ended June 30, 1999 and decreased by $33,000
for the six-month period ended June 30, 1999 when compared to the same periods
in 1998. Management evaluates the quality of the loan portfolio on a quarterly
basis to identify and determine the adequacy of the allowance for loan loss.
Based on these continuing reviews, management decreased the monthly provision
for loan loss beginning in January of 1999. While the Company maintains its
allowance for loan losses at a level that is considered to be adequate to
provide for potential losses, there can be no assurance that further additions
will not be made to the loss allowance and that losses will not exceed estimated
amounts.
Noninterest Income. Noninterest income decreased by $113,000 and
$126,000 for the three and six-month periods ended June 30, 1999, respectively,
when compared to the same periods in 1998. The decrease in noninterest income
was primarily due to decreases in loan origination and commitment fees of
$137,000 and $228,000 for the three and six-month periods ended June 30, 1999
when compared to the same periods in 1998. These decreases resulted from a
smaller amount of loans originated and sold to the secondary market during the
first six months of 1999 when compared to the first six months of 1998. The
decreases in loan origination and commitment fees were partially offset by
increases in loan servicing fees of $38,000 and $77,000 for the three and six
months ended June 30, 1999, respectively, when compared to the same periods in
1998 and increases in fees and service charges of $30,000 and $73,000 for the
three and six month periods ended June 30, 1999 when compared to the same
periods during 1998.
Noninterest Expense. Noninterest expense increased by $64,000 and
$149,000 for the three and six month periods ended June 30, 1999, respectively,
when compared to the same periods in 1998 primarily due to increases in
occupancy and equipment, data processing and other noninterest expense. Other
noninterest expense increased by $50,000 and $97,000 for the three month and six
month periods ended June 30, 1999, respectively, when compared to the same
periods in 1998. The increases in other noninterest expense are primarily due to
increases in the amortization of mortgage servicing rights of $26,000 and
$48,000 for the three and six-month periods ended June 30, 1999, respectively,
when compared to the same periods in 1998.
Income Tax Expense. Income tax expense decreased by $81,000 and
$195,000 for the three and six month periods ended June 30, 1999 when compared
to the same periods in 1998. This decrease was the result of a decrease in
income before income taxes for the three and six-month periods ended June 30,
1999 when compared to the same periods in 1998.
11
<PAGE>
Non-performing Assets. The following table sets forth the amounts and
categories of non-performing assets at June 30, 1999 and December 31, 1998.
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
------------------------------------
(Dollars in Thousands)
<S> <C> <C>
Non-accruing loans
One to four family real estate $ 78 $ 192
Consumer 63 68
---------- ---------
Total $ 141 $ 260
---------- ---------
Accruing loans which are contractually
Past due 90 days or more
One to four family real estate $ 126 $ 100
Commercial real estate -- --
---------- ---------
Total $ 126 $ 100
---------- ---------
Total non-accrual and accruing loans
Past due 90 days or more $ 267 $ 360
========== =========
Repossessed and non-performing assets
Repossessed property $ 15 $ --
Other non-performing assets -- --
---------- ---------
Total repossessed and non-performing assets $ 15 $ --
---------- ---------
Total non-performing assets $ 282 $ 360
========== =========
Total non-accrual and accruing loans
past due 90 days or more to net loans 0.17% 0.23%
========== =========
Total non-accrual and accruing loans
past due 90 days or more to total assets 0.14% 0.19%
========== =========
Total nonperforming assets to total assets 0.15% 0.19%
========== ========
</TABLE>
Financial Standards Board Statement No. 114, Accounting by Creditors
for Impairment of a Loan, and Statement No. 118, Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures, require that impaired
loans within the scope of these Statements be measured based on the present
value of expected future cash flows discounted at the loan's effective interest
rate; or as a practical expedient, either at the loan's observable market price
or the fair value of the collateral if the loan is collateral dependent. At June
30, 1999 and December 31, 1998, the value of loans that would be classified as
impaired under these Statements is considered to be immaterial.
Liquidity and Capital Resources:
The Bank is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of US Government,
federal agency and other investments having maturities of five years or less.
Current OTS regulations require that a savings association maintain liquid
assets of not less than 4% of its average daily balance of net withdrawable
deposit accounts and borrowings payable in one year or less. At June 30, 1999,
the Bank's liquidity, as measured for regulatory purposes, was 12.55%. The Bank
adjusts liquidity as appropriate to meet its asset/liability objectives.
12
<PAGE>
The Bank's primary sources of funds are deposits, borrowed funds,
amortization and prepayment of loans, maturities of investment securities and
funds provided from operations. While scheduled loan repayments are a relatively
predictable source of funds, deposit flows and loan prepayments are
significantly influenced by general interest rates, economic conditions and
competition. If needed, the Bank's source of funds can be supplemented by
wholesale funds obtained through additional advances from the Federal Home Loan
Bank system. The Bank invests excess funds in overnight deposits, which not only
serve as liquidity, but also earn interest income until funds are needed to meet
required loan funding.
In 1996 and 1998, the Company approved stock buy back programs in which
up to 535,340 shares of the common stock of the Company could be acquired. The
Company bought 307,200 shares of its common stock during 1998, which completed
these approved buy back programs. During January 1999, the Company approved a
stock buy back program in which up to 129,660 shares of the common stock of the
Company could be acquired. As of June 30, 1999, 75,600 shares of the Company's
stock had been acquired under this stock buy back program.
The Company paid a cash dividend of $0.15 per share on February 12,
1999 and May 14, 1999. The Company declared a cash dividend of $0.15 per share
payable on August 13, 1999 to stockholders of record on August 2, 1999. Subject
to the Company's earnings and capital, it is the current intention of the
Company to continue to pay regular quarterly cash dividends.
Savings institutions insured by the Federal Deposit Insurance
Corporation are required by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 (FIRREA) to meet prescribed regulatory capital
requirements. If a requirement is not met, regulatory authorities may take legal
or administrative actions, including restrictions on growth or operations or, in
extreme cases, seizure. Institutions not in compliance may apply for an
exemption from the requirements and submit a recapitalization plan. At June 30,
1999, the Bank met all current capital requirements.
The Office of Thrift Supervision (OTS) has adopted a core capital
requirement for savings institutions comparable to the requirement for national
banks. The OTS core capital requirement for the Bank is 4% of adjusted assets
for thrifts that receive the highest supervisory rating for safety and
soundness. The Bank had core capital of 8.98% at June 30, 1999.
Pursuant to FDICIA, the federal banking agencies, including the OTS,
have also proposed regulations authorizing the agencies to require a depository
institution to maintain additional total capital to account for concentration of
credit risk and the risk of non-traditional activities. No assurance can be
given as to the final form of any such regulation or its effect on the Bank.
Year 2000 Issue. Rapid and accurate data processing is essential to the
Company's operations. Many computer programs that can only distinguish the final
two digits of the year entered are expected to read entries for the year 2000 as
the year 1900 or as zero and incorrectly attempt to compute payment, interest,
delinquency and other data. We have been evaluating both information technology
(our computer systems) and non-information technology systems (e.g., heating,
cooling and ventilation controls). We have contacted the third party suppliers
of non-information technology systems (utility companies, etc.) and examined all
of our non-information technology systems. The third party suppliers of
non-information technology systems have assured us they are aware of the
possible year 2000 issue and are working to become year 2000 compliant before
December 31, 1999. We do not expect any material costs to address our
non-information technology systems and have not had any material costs to date.
We have evaluated our information technology systems risk in three areas: (1)
our own computers, (2) computers of others used by our borrowers, and (3)
computers of others who provide us with data processing.
13
<PAGE>
Our own computers. Our strategy to address the year 2000 issue in
regards to the computers that we own is to replace all computers that are not
year 2000 compliant. At December 31, 1998, the majority of our computers had
been replaced. We expect to spend approximately $6,000 between June 30, 1999 and
September 30, 1999 to replace the remaining computers that are not year 2000
compliant.
Computers of others used by our borrowers. We have evaluated most of
our borrowers and do not believe that the year 2000 problem should, on an
aggregate basis, impact the borrowers' ability to make payments to the Company.
We believe that most of the Company's residential and consumer borrowers are not
dependent on their home computers for income. As a result, we have not contacted
residential or consumer borrowers concerning this issue and do not consider this
issue in our residential and consumer loan underwriting process. The majority of
the Company's commercial real estate loans are collateralized by agricultural
real estate and the majority of the Company's commercial operating loans are for
farm machinery and farm inputs. We feel that the year 2000 issue should not
significantly impact the Company's commercial borrowers' ability to make
payments to the Company.
Computers of others who provide us with data processing. This risk is
primarily focused on one-third party service bureau that provides virtually all
of the Company's data processing. The software that is used by this service
bureau was designed to be year 2000 compliant. We are monitoring the progress
this service bureau is making in regards to testing their software and hardware
to be year 2000 compliant. Testing of this risk that has been completed
includes: testing of the software by the software vendor, testing of the
software and hardware by the service bureau, proxy testing of the software and
hardware by us and other banks using the service bureau's system and testing by
us of the communication links between the Company and the service bureau. We
have completed our testing of the software, hardware and communication links and
are currently evaluating the results. We estimate that we will spend
approximately $25,000 from June 30, 1999 to September 30, 1999 to complete the
testing and upgrading of our data processing and communication systems.
Contingency plan. Should this data processing system fail, the Company
has developed a contingency plan. The contingency plan provides for the service
bureau to furnish to the Company a complete database tape of our customers'
accounts, complete with account history as of December 28, 1999. This
information will also be supplied in printed form. Each of the Company's offices
will be supplied with a computer workstation loaded with a database front-end
entry screen program for recording transactions on their customers' accounts. If
this labor-intensive approach is necessary, the Company's employees will become
much less efficient. However, we believe the Company will be able to operate in
this manner until the existing service bureau, or its replacement, is able to
again provide data processing services.
Despite our best efforts to address the year 2000 issue, the vast
number of external entities that have direct and indirect relationships with us
makes it impossible to assure that a failure to achieve compliance by one or
more of these entities would not have a material adverse impact on the
operations of the Company.
14
<PAGE>
WELLS FINANCIAL CORP. and SUBSIDIARIES
June 30, 1999
FORM 10-QSB
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None
Item 2. Changes in Securities
-----------------
None
Item 3. Defaults upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other information
-----------------
None
Item 6. Exhibits and Reports of Form 8-K
--------------------------------
a. Exhibits:
27 - Financial data schedule
b. No reports on Form 8-K were filed
No other information is required to be filed under Part II of the form
-------------------------------------------------
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WELLS FINANCIAL CORP.
<TABLE>
<CAPTION>
<S> <C> <C>
By: /s/ Lawrence H. Kruse Date: July 30, 1999
--------------------------------------------------------- -------------
Lawrence H. Kruse
President and Chief Executive Officer
By: /s/ James D. Moll Date: July 30, 1999
--------------------------------------------------------- -------------
James D. Moll
Treasurer and Principal Financial & Accounting Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
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<INT-BEARING-DEPOSITS> 12,782
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<INVESTMENTS-HELD-FOR-SALE> 2,813
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<INVESTMENTS-MARKET> 14,115
<LOANS> 156,800
<ALLOWANCE> 867
<TOTAL-ASSETS> 192,010
<DEPOSITS> 159,318
<SHORT-TERM> 5,000
<LIABILITIES-OTHER> 2,398
<LONG-TERM> 0
0
0
<COMMON> 219
<OTHER-SE> 25,075
<TOTAL-LIABILITIES-AND-EQUITY> 192,010
<INTEREST-LOAN> 6,204
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<INTEREST-TOTAL> 6,998
<INTEREST-DEPOSIT> 3,649
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<EPS-BASIC> 0.66
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