UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-Q


xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2011


OR


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from  to


Commission file number 000-24630





MIDWEST ONE FINANCIAL GROUP, INC.





102 South Clinton Street


Iowa City, IA 52240


(Address of principal executive offices, including Zip Code)





Registrant's telephone number: 319-356-5800


Iowa42-1206172(State of Incorporation)(I.R.S. Employer Identification No.)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated fileroAccelerated filerxNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No





As of May 3, 2011, there were 8,627,971 shares of common stock, $1.00 par value per share, outstanding.





---

Table of Contents


MIDWEST ONE FINANCIAL GROUP, INC.


Form 10-Q Quarterly Report


Table of Contents


Page No.PART IItem 1.Financial Statements1Consolidated Balance Sheets1Consolidated Statements of Operations2Consolidated Statements of Shareholders' Equity and Other Comprehensive Income (Loss)3Consolidated Statements of Cash Flows4Notes to Consolidated Financial Statements5Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures about Market Risk40Item 4.Controls and Procedures42Part IIItem 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 3.Defaults Upon Senior Securities44Item 4.[Removed and Reserved]44Item 5.Other Information44Item 6.Exhibits44Signatures45





---

Table of Contents


PART I – FINANCIAL INFORMATION


Item 1.   Financial Statements.





MIDWEST ONE FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS





March 31, 2011December 31, 2010(dollars in thousands)(unaudited)ASSETSCash and due from banks$19,085$13,720Interest-bearing deposits in banks4,3186,077Federal funds sold264726Cash and cash equivalents23,66720,523Investment securities:Available for sale501,946461,954Held to maturity (fair value of $3,716 as of  March 31, 2011 and $4,086 as of December 31, 2010)3,6724,032Loans held for sale279702Loans938,523938,035Allowance for loan losses(15,398)(15,167)Net loans923,125922,868Loan pool participations, net62,20765,871Premises and equipment, net25,91626,518Accrued interest receivable9,58010,648Other intangible assets, net10,91911,143Bank-owned life insurance27,00126,772Other real estate owned3,8743,850Deferred income taxes6,0976,430Other assets19,94819,948Total assets$1,618,231$1,581,259LIABILITIES AND SHAREHOLDERS' EQUITYDeposits:Non-interest-bearing demand$144,724$129,978Interest-bearing checking472,257442,878Savings75,43974,826Certificates of deposit under $100,000379,326380,082Certificates of deposit $100,000 and over191,412191,564Total deposits1,263,1581,219,328Federal funds purchased——Securities sold under agreements to repurchase46,32550,194Federal Home Loan Bank borrowings117,200127,200Deferred compensation liability3,6983,712Long-term debt15,46415,464Accrued interest payable1,9641,872Other liabilities9,1075,023Total liabilities1,456,9161,422,793Shareholders' equity:Preferred stock, no par value, with a liquidation preference of $1,000 per share; authorized 500,000 shares; issued 16,000 shares as of March 31, 2011 and December 31, 2010$15,784$15,767Common stock, $1 par value; authorized 15,000,000 shares at March 31, 2011 and December 31, 2010; issued 8,690,398 shares at March 31, 2011 and December 31, 2010; outstanding 8,624,392 share at March 31, 2011 and 8,614,790 shares at December 31, 20108,6908,690Additional paid-in capital81,21381,268Treasury stock at cost, 66,006 shares as of March 31, 2011 and 75,608 shares at December 31, 2010(918)(1,052)Retained earnings57,87655,619Accumulated other comprehensive income (loss)(1,330)(1,826)Total shareholders' equity161,315158,466Total liabilities and shareholders' equity$1,618,231$1,581,259





See accompanying notes to consolidated financial statements.


1


---

Table of Contents


MIDWEST ONE FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS





(unaudited)(dollars in thousands, except per share amounts)Three Months EndedMarch 31,20112010Interest income:Interest and fees on loans$12,800$13,704Interest and discount on loan pool participations354899Interest on bank deposits810Interest on federal funds sold——Interest on investment securities:Taxable securities2,6882,225Tax-exempt securities1,035990Total interest income16,88517,828Interest expense:Interest on deposits:Interest-bearing checking1,0081,070Savings5936Certificates of deposit under $100,0002,1872,543Certificates of deposit $100,000 and over848967Total interest expense on deposits4,1024,616Interest on federal funds purchased—1Interest on securities sold under agreements to repurchase7476Interest on Federal Home Loan Bank borrowings9451,207Interest on notes payable1013Interest on long-term debt162148Total interest expense5,2936,061Net interest income11,59211,767Provision for loan losses9001,500Net interest income after provision for loan losses10,69210,267Noninterest income:Trust and investment fees1,2731,234Service charges and fees on deposit accounts851864Mortgage origination and loan servicing fees877500Other service charges, commissions and fees679584Bank-owned life insurance income229167Investment securities losses, net:Impairment losses on investment securities—(189)Less non-credit-related losses——Net impairment losses—(189)Gain on sale of available for sale securities—237Loss on sale of premises and equipment(48)(77)Total noninterest income3,8613,320Noninterest expense:Salaries and employee benefits5,8705,790Net occupancy and equipment expense1,6171,776Professional fees677749Data processing expense450457FDIC Insurance expense597692Other operating expense1,4231,584Total noninterest expense10,63411,048Income before income tax expense3,9192,539Income tax expense1,014535Net income$2,905$2,004Less: Preferred stock dividends and discount accretion$217$217Net income available to common shareholders$2,688$1,787Share and Per share information:Ending number of shares outstanding8,624,3928,609,804Average number of shares outstanding8,621,7208,607,853Diluted average number of shares8,682,3818,611,511Earnings per common share - basic$0.31$0.21Earnings per common share - diluted0.310.21Dividends paid per common share0.050.05


See accompanying notes to consolidated financial statements.


2


---

Table of Contents


MIDWEST ONE FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


AND OTHER COMPREHENSIVE INCOME (LOSS)





(unaudited)(dollars in thousands, except per share amounts)PreferredStockCommonStockAdditionalPaid-inCaptialTreasuryStockRetainedEarningsAccumulatedOtherComprehensiveIncome (loss)TotalBalance at December 31, 2009$15,699$8,690$81,179$(1,183)$48,079$(256)$152,208Comprehensive income:Net income————2,004—2,004Change in net unrealized gains arising during the period on securities available for sale, net of tax—————510510Total comprehensive income————2,0045102,514Dividends paid on common stock ($0.05 per share)————(430)—(430)Dividends paid on preferred stock————(200)—(200)Stock options exercised (1,945 shares)——(11)27——16Release/lapse of restriction on 2,546 RSUs——(35)35———Preferred stock discount accretion17———(17)——Stock compensation——50———50Balance at March 31, 2010$15,716$8,690$81,183$(1,121)$49,436$254$154,158Balance at December 31, 2010$15,767$8,690$81,268$(1,052)$55,619$(1,826)$158,466Comprehensive income:Net income————2,905—2,905Change in net unrealized gains arising during the period on securities available for sale, net of tax—————496496Total comprehensive income————2,9054963,401Dividends paid on common stock ($0.05 per share)————(431)—(431)Dividends paid on preferred stock————(200)—(200)Stock options exercised (1,682 shares)——(6)14——8Release/lapse of restriction on 8,600 RSUs——(120)120———Preferred stock discount accretion17———(17)——Stock compensation——71———71Balance at March 31, 2011$15,784$8,690$81,213$(918)$57,876$(1,330)$161,315


See accompanying notes to consolidated financial statements.


3


---

Table of Contents


MIDWEST ONE FINANCIAL GROUP, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS





(unaudited) (dollars in thousands)Three Months Ended March 31,20112010Cash flows from operating activities:Net income$2,905$2,004Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses9001,500Depreciation, amortization and accretion1,4471,576Loss on sale of premises and equipment4877Deferred income taxes36(8)Stock-based compensation7150Net gains on sale of available for sale securities—(237)Net gains on sale of other real estate owned(90)(64)Writedown of other real estate owned—12Other-than-temporary impairment of investment securities—189Decrease in loans held for sale423449Decrease in accrued interest receivable1,0681,019Decrease (increase) in other assets—(119)Decrease in deferred compensation liability(14)(22)(Decrease) increase in accounts payable, accrued expenses, and other liabilities4,176(147)Net cash provided by operating activities10,9706,279Cash flows from investing activities:Sales of available for sale securities—6,674Maturities of available for sale securities34,39619,440Purchases of available for sale securities(74,236)(38,091)Maturities of held to maturity securities3611,810Purchases of held to maturity securities——Loans made to customers, net of collections(1,291)11,328Loan pool participations, net3,6641,534Purchases of premises and equipment(183)(1,041)Proceeds from sale of other real estate owned2001,217Proceeds from sale of premises and equipment154544Purchases of bank-owned life insurance——Increase in cash value of bank-owned life insurance(229)(167)Net cash (used) provided in investing activities(37,164)3,248Cash flows from financing activities:Net increase in deposits43,83013,417Net decrease in federal funds purchased—(1,875)Net decrease in securities sold under agreements to repurchase(3,869)(3,533)Proceeds from Federal Home Loan Bank borrowings10,00010,000Repayment of Federal Home Loan Bank borrowings(20,000)(12,500)Stock options exercised816Payments on long-term debt—(12)Dividends paid(631)(630)Net cash provided by financing activities29,3384,883Net increase in cash and cash equivalents3,14414,410Cash and cash equivalents at beginning of period20,52327,588Cash and cash equivalents at end of period$23,667$41,998Supplemental disclosures of cash flow information:Cash paid during the period for interest$5,200$6,238Cash paid during the period for income taxes$143$600Supplemental schedule of non-cash investing activities:Transfer of loans to other real estate owned$134$78


See accompanying notes to consolidated financial statements.


4


---

Table of Contents


MidWest One Financial Group, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


(Unaudited)





|   |                  
|-- | -----------------
|1. | Introductory Note

MidWest One Financial Group, Inc. (“MidWest One ” or the “Company,” which is also referred to herein as “we,” “our” or “us”) is an Iowa corporation incorporated in 1983, a bank holding company under the Bank Holding Company Act of 1956 and a financial holding company under the Gramm-Leach-Bliley Act of 1999. Our principal executive offices are located at 102 South Clinton Street, Iowa City, Iowa 52240.


The Company owns 100% of the outstanding common stock of MidWest One Bank, an Iowa state non-member bank chartered in 1934 with its main office in Iowa City, Iowa (the “Bank”), and 100% of the common stock of MidWest One Insurance Services, Inc., Pella, Iowa. We operate primarily through our bank subsidiary, MidWest One Bank, and MidWest One Insurance Services, Inc., our wholly-owned subsidiary that operates an insurance agency business through three offices located in central and east-central Iowa.





|   |                                            
|-- | -------------------------------------------
|2. | Principles of Consolidation andPresentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all the information and notes necessary for complete financial statements in conformity with generally accepted accounting principles. The information in this Quarterly Report on Form 10-Q is written with the presumption that the users of the interim financial statements have read or have access to the most recent Annual Report on Form 10-K of MidWest One , which contains the latest audited financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2010 and for the year then ended. Management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of March 31, 2011 , and the results of operations and cash flows for the three months ended March 31, 2011 and 2010 .  All significant intercompany accounts and transactions have been eliminated in consolidation.


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates are based on information available to management at the time the estimates are made. Actual results could differ from those estimates. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring items, considered necessary for fair presentation. The results for the three months ended March 31, 2011 may not be indicative of results for the year ending December 31, 2011 , or for any other period.


All significant accounting policies followed in the preparation of the quarterly financial statements are disclosed in the December 31, 2010 Annual Report on Form 10-K.  In the consolidated statements of cash flows, cash and cash equivalents include cash and due from banks, interest-bearing deposits in banks, and federal funds sold.





|   |                                                   
|-- | --------------------------------------------------
|3. | Shareholders' Equity and Earnings per Common Share

Preferred Stock : On February 6, 2009, the Company issued 16,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, together with a ten-year warrant to acquire 198,675 shares of common stock, to the U.S. Department of the Treasury (the “Treasury”) under the Capital Purchase Program (the “CPP”) for an aggregate purchase price of $16.0 million. Upon issuance, the fair values of the senior preferred stock and the common stock warrants were computed as if the securities were issued on a stand-alone basis. The value of the senior preferred stock was estimated based on the net present value of the future senior preferred stock cash flows using a discount rate of 12%. The allocated carrying value of the senior preferred stock and common stock warrants on the date of issuance (based on their relative fair values) were $15.6 million and $0.4 million, respectively. The preferred stock discount, $358,000, is being accreted on a 5% level yield basis over 60 months. The senior preferred stock has no par value per share and a liquidation preference of $1,000 per share, or $16.0 million in the aggregate. Dividends are payable quarterly at the rate of 5% per annum until the fifth anniversary date of the issuance and at a rate of 9% per annum thereafter. The dividends are computed on the basis of a 360-day year consisting of twelve 30-day months. The dividends are payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year.


The senior preferred stock is non-voting, other than class voting rights on any authorization or issuance of shares ranking senior to the senior preferred stock, any amendment to the rights of senior preferred stock, or any merger, exchange, or


5


---

Table of Contents


similar transaction that would adversely affect the rights of the senior preferred stock. If dividends are not paid in full for six dividend periods, whether or not consecutive, the Treasury will have the right to elect two directors to the Company's Board. The right to elect directors would end when full dividends have been paid for four consecutive dividend periods. The Company has the option to repay the Treasury's investment under the CPP at any time without regard to whether the Company has raised new capital, subject to consultation with the Federal Reserve and the Federal Deposit Insurance Corporation (the “FDIC”). If the Company were to repay the Treasury's investment, it would be permitted to redeem the warrant issued to Treasury for an agreed upon fair market value.


The CPP requires that the Company be subject to specified standards for executive compensation and corporate governance as long as any obligation arising from financial assistance provided under the statute remains outstanding. The U.S. Congress and the Treasury may create additional provisions that could become retroactively applicable to the senior preferred stock.


Common Stock : The number of authorized shares of common stock for the Company is15,000,000.


Common Stock Warrant : In connection with the CPP described above, a warrant exercisable for 198,675 shares of Company common stock was issued to the Treasury. The warrant entitles the Treasury to purchase 198,675 shares of common stock at $12.08 per share at any time on or before February 6, 2019. As noted above, if the Company repays the Treasury's investment in full, the Company would be permitted to redeem the warrant issued to Treasury at its then current fair market value. If the warrant is not redeemed at such time, however, it will remain outstanding and transferable by the Treasury.


As holder of the common stock warrant, the Treasury is not entitled to vote, to receive dividends, or to exercise any other rights of common shareholders for any purpose until such warrants have been duly exercised. The Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise. The Company has filed and will maintain at all times during the period the senior preferred stock is outstanding and during the period the warrant is exercisable, a “shelf” registration statement relating to the issuance of common shares underlying the warrant for the benefit of the warrant holder.


The fair value of the warrants was calculated using the Binomial Option Pricing Model. The inputs to the model are consistent with those utilized by the Company for a 10-year employee stock option.


Number of warrants granted198,675Exercise price$12.08Grant date fair market value$7.32Estimated forfeiture rate0%Risk-free interest rate2.93%Expected life, in years10Expected volatility40.7%Expected dividend yield3.86%Estimated fair value per warrant$1.39





Earnings per Common Share : Basic earnings per common share computations are based on the weighted average number of shares of common stock actually outstanding during the period. The weighted average number of shares outstanding for the three months ended March 31, 2011 and 2010 was 8,621,720 and 8,607,853 , respectively. Diluted earnings per share amounts are computed by dividing net income available to common shareholders by the weighted average number of shares outstanding and all dilutive potential shares outstanding during the period. The computation of diluted earnings per share used a weighted average diluted number of shares outstanding of 8,682,381 and 8,611,511 for the three months ended March 31, 2011 and 2010 , respectively.


6


---

Table of Contents


The following table presents the computation of earnings per common share for the respective periods:


Earnings per Share InformationThree Months Ended March 31,(dollars in thousands, except per share amounts)20112010Weighted average number of shares outstanding during the period8,621,7208,607,853Weighted average number of shares outstanding during the period including all dilutive potential shares8,682,3818,611,511Net income$2,905$2,004Preferred stock dividend accrued and discount accretion(217)(217)Net income available to common stockholders$2,688$1,787Earnings per share - basic$0.31$0.21Earnings per share - diluted$0.31$0.21





|   |            
|-- | -----------
|4. | Investments

A summary of investment securities available for sale is as follows:


As of March 31, 2011AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair Value(in thousands)U.S. Government agencies and corporations$76,149$1,147$(269)$77,027State and political subdivisions191,4044,313(1,020)194,697Mortgage-backed securities and collateralized mortgage obligations219,6453,066(790)221,921Corporate debt securities7,376319(836)6,859494,5748,845(2,915)500,504Other equity securities1,183259—1,442Total$495,757$9,104$(2,915)$501,946





As of December 31, 2010AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair Value(in thousands)U.S. Government agencies and corporations$79,181$1,492$(339)$80,334State and political subdivisions187,8473,994(1,753)190,088Mortgage-backed securities and collateralized mortgage obligations177,4532,743(412)179,784Corporate debt securities10,896349(973)10,272455,3778,578(3,477)460,478Other equity securities1,183296(3)1,476Total$456,560$8,874$(3,480)$461,954








A summary of investment securities held to maturity is as follows:


As of March 31, 2011AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair Value(in thousands)State and political subdivisions$2,756$39$—$2,795Mortgage-backed securities485—53Corporate debt securities868——868Total$3,672$44$—$3,716


7


---

Table of Contents





As of December 31, 2010AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair Value(in thousands)State and political subdivisions$3,115$49$—$3,164Mortgage-backed securities505—55Corporate debt securities867——867Total$4,032$54$—$4,086


The summary of available for sale investment securities shows that some of the securities in the available for sale investment portfolio had unrealized losses, or were temporarily impaired, as of March 31, 2011 and December 31, 2010 . This temporary impairment represents the estimated amount of loss that would be realized if the securities were sold on the valuation date. Securities which were temporarily impaired are shown below, along with the length of the impairment period.


The following presents information pertaining to securities with gross unrealized losses as of March 31, 2011 and December 31, 2010 , aggregated by investment category and length of time that individual securities have been in a continuous loss position:


As of March 31, 2011NumberofSecuritiesLess than 12 Months12 Months or MoreTotalFairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses(in thousands, except number of securities)U.S. Government agencies and corporations3$22,488$269$—$—$22,488$269State and political subdivisions7545,1101,019112145,2221,020Mortgage-backed securities and collateralized mortgage obligations861,080790——61,080790Corporate debt securities4——936836936836Common stocks———————Total90$128,678$2,078$1,048$837$129,726$2,915As of December 31, 2010NumberofSecuritiesLess than 12 Months12 Months or MoreTotalFairValueUnrealizedLossesFairValueUnrealizedLossesFairValueUnrealizedLosses(in thousands, except number of securities)U.S. Government agencies and corporations2$12,828$339$—$—$12,828$339State and political subdivisions9353,3261,750112353,4381,753Mortgage-backed securities and collateralized mortgage obligations977,115412——77,115412Corporate debt securities4799973——799973Common stocks1713——713Total109$144,139$3,477$112$3$144,251$3,480


The Company's assessment of other-than-temporary impairment (“OTTI”) is based on its reasonable judgment of the specific facts and circumstances impacting each individual security at the time such assessments are made. The Company reviews and considers factual information, including expected cash flows, the structure of the security, the credit quality of the underlying assets and the current and anticipated market conditions. As of April 1, 2009, the Company adopted the amended provisions of FASB ASC Topic 320. This changed the accounting for OTTI of debt securities and separates the impairment into credit-related and other factors. In accordance with the new guidance, the noncredit-related portion of OTTI losses recognized in prior year earnings was reclassified as a cumulative effect adjustment that increased retained earnings and decreased accumulated other comprehensive income at the beginning of the quarter ended June 30, 2009. In 2008, $6.2 million in OTTI losses were recognized, of which $5.2 million related to non-credit-related impairment on debt securities. Therefore, the cumulative effect adjustment made to retained earnings at April 1, 2009 totaled $5.2 million, or $3.3 million net of tax.


8


---

Table of Contents


All of the Company's mortgage-backed securities are issued by government-sponsored agencies. The receipt of principal, at par, and interest on mortgage-backed securities is guaranteed by the respective government-sponsored agency guarantor, such that the Company believes that its mortgage-backed securities do not expose the Company to credit-related losses. The Company's mortgage-backed securities portfolio consisted of securities underwritten to the standards of, and guaranteed by, the government-sponsored agencies of FHLMC, FNMA and GNMA.


The Company believes that the decline in the value of certain obligations of state and political subdivisions was primarily related to an overall widening of market spreads for many types of fixed income products since 2008, reflecting, among other things, reduced liquidity and the downgrades on the underlying credit default insurance providers. At March 31, 2011 , approximately 61% of the municipal obligations held by the Company were Iowa based. The Company does not intend to sell these municipal obligations, and it is more likely than not that the Company will not be required to sell them until the recovery of its cost at maturity. Due to the issuers' continued satisfaction of their obligations under the securities in accordance with their contractual terms and the expectation that they will continue to do so, management's intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value, as well as the evaluation of the fundamentals of the issuers' financial condition and other objective evidence, the Company believes that the municipal obligations identified in the tables above were temporarily depressed as of March 31, 2011 and December 31, 2010 .


At March 31, 2011 , the Company owned six collateralized debt obligations backed by pools of trust preferred securities with an original cost basis of $9.75 million. They are secured by trust preferred securities of banks and insurance companies throughout the United States, and were rated as investment grade securities when purchased between March 2006 and December 2007. However, due to several impairment charges recognized since 2008, the book value of these securities at March 31, 2011 had been reduced to $1.8 million . Two of the securities have been written down to a value of zero, with the remaining four having an average cost basis of 29.5% of their original face value. All of the Company's trust preferred collateralized debt obligations are in mezzanine tranches and are currently rated less than investment grade by Moody's Investor Services. The market for these securities is considered to be inactive according to the guidance issued in FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” which the Company adopted as of April 1, 2009. The Company used a discounted cash flow model to determine the estimated fair value of its pooled trust preferred collateralized debt obligations and to assess OTTI. The discounted cash flow analysis was performed in accordance with FASB ASC Topic 325. The assumptions used in preparing the discounted cash flow model include the following: estimated discount rates (using yields of comparable traded instruments adjusted for illiquidity and other risk factors), estimated deferral and default rates on collateral, and estimated cash flows. As part of its analysis of the collateralized debt obligations, the Company subjects the securities to a stress scenario which involves a level of deferrals or defaults in the collateral pool in excess of what the Company believes is likely.


At March 31, 2011 , the analysis of the Company's six investments in pooled trust preferred securities indicated that the unrealized loss was temporary and that it is more likely than not that the Company would be able to recover the cost basis of these securities.  The pace of new deferrals and/or defaults by the financial institutions underlying these pooled trust preferred securities has begun to slow in recent quarters, although they remain at high levels. The Company follows the provisions of FASB ASC Topic 320 in determining the amount of the OTTI recorded to earnings. The Company performed a discounted cash flow analysis, using the factors noted above, and determined that no additional OTTI existed for the three months ended March 31, 2011 , thus no impairment loss was charged to earnings.





It is reasonably possible that the fair values of the Company's investment securities could decline in the future if the overall economy and the financial condition of some of the issuers deteriorate further and the liquidity of these securities remains low. As a result, there is a risk that additional OTTI may occur in the future and any such amounts could be material to the Company's consolidated statements of operations.


A summary of the contractual maturity distribution of debt investment securities at March 31, 2011 is as follows:


Available For SaleHeld to MaturityAmortizedCostFair ValueAmortizedCostFair Value(in thousands)Due in one year or less$19,883$20,071$910$913Due after one year through five years111,852114,5691,8461,882Due after five years through ten years96,04597,507——Due after ten years47,14946,436868868Mortgage-backed securities and collateralized mortgage obligations219,645221,9214853Total$494,574$500,504$3,672$3,716


9


---

Table of Contents





For mortgage-backed securities, actual maturities will differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.


Other investment securities include investments in Federal Home Loan Bank (“FHLB”) stock. The carrying value of the FHLB stock at March 31, 2011 and December 31, 2010 was $10.7 million and $10.6 million , respectively, which is included in the Other Assets line of the consolidated balance sheets. This security is not readily marketable and ownership of FHLB stock is a requirement for membership in the FHLB Des Moines. The amount of FHLB stock the Bank is required to hold is directly related to the amount of FHLB advances borrowed. Because there are no available market values, this security is carried at cost and evaluated for potential impairment each quarter. Redemption of this investment is at the option of the FHLB.


Realized gains and losses on sales are determined on the basis of specific identification of investments based on the trade date. Realized gains (losses) on investments, including impairment losses for the three months ended March 31, 2011 and 2010 , are as follows:


Three Months Ended March 31,20112010(in thousands)Available for sale fixed maturity securities:Gross realized gains$—$197Gross realized losses——Other-than temporary impairment—(189)—8Equity securities:Gross realized gains—49Gross realized losses—(9)Other-than temporary impairment———40$—$48





|   |                                                   
|-- | --------------------------------------------------
|5. | Loans Receivable and the Allowance for Loan Losses

The composition of loans and loan pools, and changes in the allowance for loan losses by portfolio segment are as follows:


Allowance for Loan Losses and Recorded Investment in Loan ReceivablesAs of March 31, 2011 and December 31, 2010(in thousands)AgriculturalCommercial and FinancialCommercial Real EstateResidential Real EstateConsumerUnallocatedTotalMarch 31, 2011Allowance for loan losses:Ending balance$1,448$5,069$5,450$2,299$250$882$15,398Ending balance: Individually evaluated for impairment2766147681639—$1,830Ending balance: Collectively evaluated for impairment1,1724,4554,6822,136241882$13,568Ending balance: Loans acquired with deteriorated credit quality (loan pools)13316658244139764$2,134Loans receivableEnding balance$80,406$220,173$392,035$224,732$21,177$—$938,523Ending balance: Individually evaluated for impairment$1,723$1,482$3,591$1,066$27$—$7,889Ending balance: Collectively evaluated for impairment$78,683$218,691$388,444$223,666$21,150$—$930,634Ending balance: Loans acquired with deteriorated credit quality (loan pools)$256$5,742$38,181$7,181$248$12,733$64,341


10


---

Table of Contents


(in thousands)AgriculturalCommercial and FinancialCommercial Real EstateResidential Real EstateConsumerUnallocatedTotalDecember 31, 2010Allowance for loan losses:Ending balance$827$4,540$5,255$2,776$323$1,446$15,167Ending balance: Individually evaluated for impairment$—$—$100$10$—$—$110Ending balance: Collectively evaluated for impairment$827$4,540$5,155$2,766$323$1,446$15,057Ending balance: Loans acquired with deteriorated credit quality (loan pools)$27$368$658$259$164$658$2,134Loans receivableEnding balance$84,590$212,230$393,242$225,994$21,979$—$938,035Ending balance: Individually evaluated for impairment$—$—$447$16$—$—$463Ending balance: Collectively evaluated for impairment$84,590$212,230$392,795$225,978$21,979$—$937,572Ending balance: Loans acquired with deteriorated credit quality (loan pools)$409$6,611$40,549$7,376$312$12,748$68,005


Allowance for Loan Loss ActivityFor the Three Months Ended March 31, 2011 and 2010(in thousands)AgriculturalCommercial and FinancialCommercial Real EstateResidential Real EstateConsumerUnallocatedTotal2011Beginning balance$827$4,540$5,255$2,776$323$1,446$15,167Charge-offs(75)(219)(447)(70)(21)—(832)Recoveries—1431154—163Provision696605641(422)(56)(564)900Ending balance$1,448$5,069$5,450$2,299$250$882$15,3982010Beginning balance$1,099$3,468$6,407$2,412$396$175$13,957Charge-offs(500)(538)—(1)(41)—(1,080)Recoveries512945510—176Provision652757(284)(65)1003401,500Ending balance$1,256$3,699$6,217$2,401$465$515$14,553





Loan Portfolio Segment Risk Characteristics


Agricultural - Agricultural loans, most of which are secured by crops and machinery, are provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery.  The ability of the borrower to repay may be affected by many factors outside of the borrower's control including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations.  The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity.  Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate.  However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.


Commercial and Financial - Commercial and financial loans are primarily made based on the reported cash flow of the borrower and secondarily on the underlying collateral provided by the borrower.  The collateral support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any exists.  The primary repayment risks of commercial and financial loans are that the cash flows of the borrower may be unpredictable, and the collateral securing these loans may fluctuate in value.  The size of the loans the Company can offer to commercial customers is less than the size of the loans that competitors with larger lending limits can offer.  This may limit the Company's ability to establish relationships with the area's largest businesses.  As a result, the Company may assume greater lending risks than financial institutions that have a lesser concentration of such loans and tend to make loans to larger businesses.  Collateral for these loans generally includes accounts receivable, inventory, equipment and real estate.  However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over


11


---

Table of Contents


time, may be difficult to appraise and may fluctuate in value based on the success of the business.  In addition, a continued decline in the United States economy could harm or continue to harm the businesses of our commercial and financial customers and reduce the value of the collateral securing these loans.


Commercial Real Estate - The Company offers mortgage loans to commercial and agricultural customers for the acquisition of real estate used in their business, such as offices, warehouses and production facilities, and to real estate investors for the acquisition of apartment buildings, retail centers, office buildings and other commercial buildings. The market value of real estate securing commercial real estate loans can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located.  Adverse developments affecting real estate values in one or more of the Company's markets could increase the credit risk associated with its loan portfolio.  Additionally, real estate lending typically involves higher loan principal amounts and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service.  Economic events or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties.


Residential Real Estate - The Company generally retains short-term residential mortgage loans that are originated for its own portfolio but sells most long-term loans to other parties while retaining servicing rights on the majority of those.  The market value of real estate securing residential real estate loans can fluctuate as a result of market conditions in the geographic area in which the real estate is located.  Adverse developments affecting real estate values in one or more of the Company's markets could increase the credit risk associated with its loan portfolio.  Additionally, real estate lending typically involves large loan principal amounts and the repayment of the loans generally is dependent, in large part, on the borrower's continuing financial stability, and are therefore more likely to be affected by adverse personal circumstances.


Consumer - Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default.  Consumer loan collections are dependent on the borrower's continuing financial stability, and are therefore more likely to be affected by adverse personal circumstances. Collateral for these loans generally includes automobiles, boats, recreational vehicles, mobile homes, and real estate.  However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time, may be difficult to recover and may fluctuate in value based on condition.  In addition, a continued decline in the United States economy could result in reduced employment, impacting the ability of customers to repay their obligations.


Loans acquired with deteriorated credit quality (loan pools) - The underlying loans in the loan pool participations include both fixed-rate and variable-rate instruments.  No amounts for interest due are reflected in the carrying value of the loan pool participations.  Based on historical experience, the average period of collectibility for loans underlying loan pool participations, many of which have exceeded contractual maturity dates, is approximately three to five years.  Loan pool balances are affected by the payment and refinancing activities of the borrowers resulting in pay-offs of the underlying loans and reduction in the balances. Collections from the individual borrowers are managed by the loan pool servicer and are affected by the borrower's financial ability and willingness to pay, foreclosure and legal action, collateral value, and the economy in general.


Charge-off Policy


The Company requires a loan to be charged-off as soon as it becomes apparent that some loss will be incurred, or when its collectability is sufficiently questionable that it no longer is considered a bankable asset. The primary considerations when determining if and how much of a loan should be charged-off are as follows: (1) the potential for future cash flows; (2) the value of any collateral; and (3) the strength of any co-makers or guarantors.


When it is determined that a loan requires partial or full charge-off, a request for approval of a charge-off is submitted to the Bank's President, Executive Vice President of Lending, and the Senior Regional Loan officer. The Bank's Board of Directors formally approves all loan charge-offs retroactively at the next regularly scheduled meeting. Once a loan is charged-off, it cannot be restructured and returned to the Bank's books.


The Allowance for Loan and Lease Losses - Bank Loans


The Company requires the maintenance of an adequate allowance for loan and lease losses (“ALLL”) in order to cover estimated losses without impacting the Company's capital base. Calculations are done at each quarter end, or more frequently if warranted, to analyze the collectability of loans and to ensure the adequacy of the allowance. In line with FDIC directives, the ALLL calculation does not include consideration of loans held for sale or off-balance-sheet credit exposures (such as unfunded letters of credit). Determining the appropriate level for the ALLL relies on the informed judgment of management, and as such, is subject to inaccuracy. Given the inherently imprecise nature of calculating the necessary ALLL, the Company's policy permits an "unallocated" allowance between 15% above and 5% below the “indicated reserve.”


12


---

Table of Contents


Loans Reviewed Individually for Impairment


During the first quarter of 2011, the Company expanded its procedure for reviewing individual loans for potential impairment and determining the necessary allocation of the allowance for loan losses to impaired loans.  Previously, only loans already identified as impaired were individually reviewed each quarter for further impairment. Effective March 31, 2011, in addition to loans already identified as impaired, all non-accrual and troubled debt restructures are evaluated for potential impairment due to collateral deficiency or insufficient cash-flow using an individual discounted cash-flow analysis at the loan's effective interest rate. Loans that are deemed fully collateralized or have been charged down to a level corresponding with either of the measurements require no assignment of reserves from the ALLL.


All loans deemed troubled debt restructure or “TDR” are considered impaired, and are evaluated for collateral and cash-flow sufficiency. A loan is considered a TDR when the Bank, for economic or legal reasons related to a borrower's financial difficulties, grants a concession to the borrower that the Bank would not otherwise consider. All of the following factors are indicators that the Bank has granted a concession (one or multiple items may be present):


|  |                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------
|• | The borrower receives a reduction of the stated interest rate for the remaining original life of the debt.

|  |                                                                                                                                                                                       
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | The borrower receives an extension of the maturity date or dates at a stated interest rate lower than the current market interest rate for new debt with similar risk characteristics.

|  |                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------
|• | The borrower receives a reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement.

|  |                                                                                   
|- | ----------------------------------------------------------------------------------
|• | The borrower receives a deferral of required payments (principal and/or interest).

|  |                                                           
|- | ----------------------------------------------------------
|• | The borrower receives a reduction of the accrued interest.

As of March 31, 2011 , the Company had 15 loans classified as TDRs with an outstanding balance of $6.7 million .


Loans Reviewed Collectively for Impairment


All loans not evaluated individually for impairment are grouped together by type (i.e. commercial, agricultural, consumer, etc.) and further segmented within each subset by risk classification (i.e. pass, special mention, and substandard). Loans past due 60-89 days and 90+ days, are classified special mention and substandard, respectively, for allocation purposes.


The Company's historical loss experiences for each loan type segment are calculated using the fiscal year end data for the most recent five years as a starting point for estimating losses. In addition, other prevailing qualitative or environmental factors likely to cause estimated losses to vary from historical data are to be incorporated in the form of adjustments to increase or decrease the loss rate applied to a group(s). These adjustments are required to be documented, and fully explain how the current information, events, circumstances, and conditions impact the historical loss measurement assumptions.


Although not a comprehensive list, the following are considered key factors and are evaluated with each calculation of the ALLL to determine if adjustments to estimated loss rates are warranted:


|  |                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.

|  |                                                                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.

|  |                                                                             
|- | ----------------------------------------------------------------------------
|• | Changes in the nature and volume of the portfolio and in the terms of loans.

|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|• | Changes in the experience, ability and depth of lending management and other relevant staff.

|  |                                                                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans.

|  |                                                                
|- | ---------------------------------------------------------------
|• | Changes in the quality of the institution's loan review system.

|  |                                                                              
|- | -----------------------------------------------------------------------------
|• | Changes in the value of underlying collateral for collateral-dependent loans.

|  |                                                                                                           
|- | ----------------------------------------------------------------------------------------------------------
|• | The existence and effect of any concentrations of credit, and changes in the level of such concentrations.

|  |                                                                                                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | The effect of other external factors such as competition and legal and regulatory requirements, on the level of estimated credit losses in the bank's existing portfolio.

The items discussed above are used to determine the pass percentage for loans evaluated collectively and, as such, are applied to the loans risk rated pass. Due to the inherent risks associated with special mention risk rated loans (i.e. early stages of financial deterioration, technical exceptions, etc.), an allocation factor of two times that of the pass allocation is applied to this subset to reflect this increased risk exposure. In addition, loans classified as substandard carry an even greater level of risk than special mention loans, and an allocation factor of six times that of the pass allocation is applied to this subset of loans. Further, loans classified as substandard and are "performing collateral deficient" have an allocation factor of 12 times that of the pass allocation applied due to the perceived additional risk for these credits.





13


---

Table of Contents


The Allowance for Loan and Lease Losses - Loan Pools


The Company requires that the loan pool ALLL will be at least sufficient to cover the next quarter's estimated charge-offs as presented by the servicer. Currently, charge-offs are netted against the income the Company receives, thus the balance in the loan pool reserve is not affected and remains stable. In essence, a provision for loan losses is made that is equal to the quarterly charge-offs, which is deducted from income received from the loan pools. By maintaining a sufficient reserve to cover the next quarter charge-offs, the Company will have sufficient reserves in place should no income be collected from the loan pools during the quarter. In the event the estimated charge-offs provided by the servicer is greater than the loan pool ALLL, an additional provision to cover the difference between the current ALLL and the estimated charge-offs provided by the servicer is made.


Loans Reviewed Individually for Impairment


The loan servicer reviews the portfolio quarterly on a loan-by-loan basis, and loans that are deemed to be impaired are charged-down to their estimated value during the next calendar quarter. All loans that are to be charged-down are reserved against in the ALLL adequacy calculation. Loans that continue to have an investment basis that have been charged-down are monitored, and if additional impairment is noted the reserve requirement is increased on the individual loan.


Loans Reviewed Collectively for Impairment


The Company utilizes the annualized average of portfolio loan (not loan pool) historical loss per risk category over a two year period of time. Supporting documentation for the technique used to develop the historical loss rate for each group of loans is required to be maintained. It is management's assessment that the two year rate is most reflective of the estimated credit losses in the current loan pool portfolio.


14


---

Table of Contents


The following table sets forth the composition of the Company's loans by internally assigned credit quality indicators at March 31, 2011 and December 31, 2010 :


PassSpecial Mention/ WatchSubstandardDoubtfulLossTotal(in thousands)March 31, 2011Agricultural$66,638$2,436$11,332$—$—$80,406Commercial and financial182,12218,21018,485——218,817Credit cards896————896Overdrafts44012177——638Commercial real estate:Construction & development50,7546,29614,539——71,589Farmland59,9583,4565,556——68,970Multifamily33,548332180——34,060Commercial real estate-other188,91918,5619,936——217,416Total commercial real estate333,17928,64530,211——392,035Residential real estate:One- to four- family first liens146,7387,0995,241——159,078One- to four- family junior liens64,849414391——65,654Total residential real estate211,5877,5135,632——224,732Consumer20,70351245——20,999Total$815,565$56,976$65,982$—$—$938,523Loans acquired with deteriorated credit quality (loan pools)$37,551$—$26,688$—$102$64,341December 31, 2010Agricultural$73,244$2,577$8,769$—$—$84,590Commercial and financial175,87118,01517,448——211,334Credit cards655————655Overdrafts29075126——491Commercial real estate:Construction & development50,98017,1045,231——73,315Farmland67,2233,8585,264——76,345Multifamily32,933335183——33,451Commercial real estate-other183,67517,3749,082——210,131Total commercial real estate334,81138,67119,760——393,242Residential real estate:One- to four- family first liens144,8986,2095,775——156,882One- to four- family junior liens68,241364507——69,112Total residential real estate213,1396,5736,282——225,994Consumer21,338120271—21,729Total$819,348$66,031$52,656$—$—$938,035Loans acquired with deteriorated credit quality (loan pools)$39,928$—$27,956$—$121$68,005





Special Mention/Watch - A special mention/watch asset has potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution's credit position at some future date. Special mention/watch assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.


Substandard - Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.





15


---

Table of Contents


Doubtful - Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.


Loss - Loans classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be effected in the future.


16


---

Table of Contents


The following table sets forth the amounts and categories of the Company's impaired loans as of March 31, 2011 and December 31, 2010 :


March 31, 2011December 31, 2010Recorded InvestmentUnpaid Principal BalanceRelated AllowanceRecorded InvestmentUnpaid Principal BalanceRelated Allowance(in thousands)With no related allowance recorded:Agricultural$3,468$3,465$—$3,294$3,271$—Commercial and financial859856—1,4861,749—Credit cards——————Overdrafts——————Commercial real estate:Construction & development695695—387387—Farmland4,1764,168—3,8753,866—Multifamily——————Commercial real estate-other3,6443,610—1,9171,918—Total commercial real estate8,5158,473—6,1796,171—Residential real estate:One- to four- family first liens1,5371,537—964964—One- to four- family junior liens1111—1111—Total residential real estate1,5481,548—975975—Consumer5151—5252—Total$14,441$14,393$—$11,986$12,218$—With an allowance recorded:Agricultural$1,726$1,723$276$—$—$—Commercial and financial1,4931,482614———Credit cards——————Overdrafts——————Commercial real estate:Construction & development2,0722,070588451447100Farmland34834860———Multifamily——————Commercial real estate-other1,1771,173120———Total commercial real estate3,5973,591768451447100Residential real estate:One- to four- family first liens1,0041,002150———One- to four- family junior liens646413161610Total residential real estate1,0681,066163161610Consumer27279———Total$7,911$7,889$1,830$467$463$110Total:Agricultural$5,194$5,188$276$3,294$3,271$—Commercial and financial2,3522,3386141,4861,749—Credit cards——————Overdrafts——————Commercial real estate:Construction & development2,7672,765588838834100Farmland4,5244,516603,8753,866—Multifamily——————Commercial real estate-other4,8214,7831201,9171,918—Total commercial real estate12,11212,0647686,6306,618100Residential real estate:One- to four- family first liens2,5412,539150964964—One- to four- family junior liens757513272710Total residential real estate2,6162,61416399199110Consumer787895252—Total$22,352$22,282$1,830$12,453$12,681$110


17


---

Table of Contents


The following table sets forth the amounts and categories of the Company's impaired loans as of March 31, 2011 and 2010 :


March 31, 2011March 31, 2010Average Recorded InvestmentInterest Income RecognizedAverage Recorded InvestmentInterest Income Recognized(in thousands)With no related allowance recorded:Agricultural$3,439$12$1,698$(99)Commercial and financial8517843(5)Credit cards————Overdrafts————Commercial real estate:Construction & development695———Farmland4,204231,36513Multifamily————Commercial real estate-other3,65134357(91)Total commercial real estate8,550571,722(78)Residential real estate:One- to four- family first liens1,549(2)46630One- to four- family junior liens11———Total residential real estate1,560(2)46630Consumer52———Total$14,452$74$4,729$(152)With an allowance recorded:Agricultural$1,733$103,497(178)Commercial and financial1,4966220(4)Credit cards————Overdrafts————Commercial real estate:Construction & development2,059(10)——Farmland3502——Multifamily————Commercial real estate-other1,2043039(1)Total commercial real estate3,6132239(1)Residential real estate:One- to four- family first liens1,01892812One- to four- family junior liens661621Total residential real estate1,084103433Consumer281761Total$7,954$49$4,175$(179)Total:Agricultural$5,172$225,195(277)Commercial and financial2,347131,063(9)Credit cards————Overdrafts————Commercial real estate:Construction & development2,754(10)——Farmland4,554251,36513Multifamily————Commercial real estate-other4,85564396(92)Total commercial real estate12,163791,761(79)Residential real estate:One- to four- family first liens2,567774732One- to four- family junior liens771621Total residential real estate2,644880933Consumer801761Total$22,406$123$8,904$(331)


18


---

Table of Contents


The following table sets forth the composition of the Company's past due and nonaccrual loans at March 31, 2011 and December 31, 2010 :


30 - 59 Days Past Due60 - 89 Days Past Due90 Days or More Past DueTotal Past DueCurrentTotal Loans ReceivableRecorded Investment > 90 Days and Accruing(in thousands)March 31, 2011Agricultural$56$37$2,443$2,536$77,870$80,406$678Commercial and financial1,7411,5681,1384,447214,370218,817210Credit cards—1128948962Overdrafts733177561638—Commercial real estate:Construction & development640—2,5733,21368,37671,589255Farmland150—2,8683,01865,95268,970—Multifamily————34,06034,060—Commercial real estate-other1,1937531,4793,425213,991217,416303Total commercial real estate1,9837536,9209,656382,379392,035558Residential real estate:One- to four- family first liens1,8764672,8325,175153,903159,078721One- to four- family junior liens336818950665,14865,65462Total residential real estate2,2125482,9215,681219,051224,732783Consumer66327317120,82820,99913Total$6,131$2,942$13,497$22,570$915,953$938,523$2,244December 31, 2010Agricultural$2,910$45$257$3,212$81,378$84,590$12Commercial and financial1,6719111,0263,608207,726211,33456Credit cards————655655—Overdrafts109152126365491—Commercial real estate:Construction & development6332141,2202,06771,24873,315710Farmland——2,8692,86973,47676,345—Multifamily————33,45133,451—Commercial real estate-other417421,2901,749208,382210,131—Total commercial real estate1,0502565,3796,685386,557393,242710Residential real estate:One- to four- family first liens2,3898012,9726,162150,720156,882696One- to four- family junior liens5208510971468,39869,11282Total residential real estate2,9098863,0816,876219,118225,994778Consumer4514713232421,40521,72923Total$8,694$2,260$9,877$20,831$917,204$938,035$1,579





Non-accrual and Delinquent Loans


Loans are placed on non-accrual when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more (unless the loan is both well secured with marketable collateral and in the process of collection). All loans rated doubtful or worse are placed on non-accrual.


A non-accrual asset may be restored to an accrual status when (1) all past due principal and interest has been paid (excluding renewals and modifications that involve the capitalizing of interest) or (2) the loan becomes well secured and is in the process of collection. An established track record of performance is also considered when determining accrual status.


Delinquency status of a loan is determined by the number of days that have elapsed past the loan's payment due date, using the following classification groupings: 30-59 days, 60-89 days and 90 days or more. Loans shown in the 30-59 days and 60-89 days columns in the table above, reflect contractual delinquency status only, and include loans considered nonperforming due to classification as a TDR of being place on non-accrual.


19


---

Table of Contents


The following table sets forth the composition of the Company's recorded investment in loans on nonaccrual status as of March 31, 2011 and December 31, 2010 :


March 31, 2011December 31, 2010(in thousands)Agricultural$1,865$1,805Commercial and financial1,4611,553Credit cards——Overdrafts——Commercial real estate:Construction & development2,318765Farmland3,0073,008Multifamily——Commercial real estate-other3,1342,773Total commercial real estate8,4596,546Residential real estate:One- to four- family first liens2,6292,361One- to four- family junior liens2727Total residential real estate2,6562,388Consumer90113Total$14,531$12,405





As of March 31, 2011 , the Company has no commitments to lend additional funds to any borrowers who have nonperforming loans.





|   |             
|-- | ------------
|6. | Income Taxes

Federal income tax expense for the three months ended March 31, 2011 and 2010 was computed using the consolidated effective federal tax rate. The Company also recognized income tax expense pertaining to state franchise taxes payable by the subsidiary bank.





|   |                        
|-- | -----------------------
|7. | Fair Value Measurements

Effective January 1, 2008, the Company adopted the provisions of FASB ASC 820, Fair Value Measurements , for non-financial assets and liabilities. These include foreclosed real estate, long-lived assets and other intangibles, which are recorded at fair value only upon impairment. FASB ASC Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.


FASB ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability is not adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.


FASB ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, FASB ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the


20


---

Table of Contents


highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:


|  |                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 1 Inputs– Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 2 Inputs– Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

|  |                                                                                                                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 3 Inputs– Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

It is the Company's policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. Recent market conditions have led to diminished, and in some cases, non-existent trading in certain of the financial asset classes. The Company is required to use observable inputs, to the extent available, in the fair value estimation process unless that data results from forced liquidations or distressed sales. Despite the Company's best efforts to maximize the use of relevant observable inputs, the current market environment has diminished the observability of trades and assumptions that have historically been available. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company's financial assets and liabilities carried at fair value effective January 1, 2008.


V aluation methods for instruments measured at fair value on a recurring basis.


Securities Available for Sale - The Company's investment securities classified as available for sale include: debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies, debt securities issued by state and political subdivisions, mortgage-backed securities, collateralized mortgage obligations, corporate debt securities, and equity securities. Quoted exchange prices are available for equity securities, which are classified as Level 1. Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies and mortgage-backed obligations are priced utilizing industry-standard models that consider various assumptions, including time value, yield curves, volatility factors, prepayment speeds, default rates, loss severity, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace and are classified as Level 2. Municipal securities are valued using a type of matrix, or grid, pricing in which securities are benchmarked against the treasury rate based on credit rating, maturity, and potential call dates. These model and matrix measurements are classified as Level 2 in the fair value hierarchy.


The Company classifies its pooled trust preferred collateralized debt obligations as Level 3. The portfolio consists of six investments in collateralized debt obligations backed by pools of trust preferred securities issued by financial institutions and insurance companies. The Company has determined that the observable market data associated with these assets do not represent orderly transactions in accordance with FASB ASC Topic 820 and reflect forced liquidations or distressed sales. Based on the lack of observable market data, the Company estimated fair value based on the observable data available and reasonable unobservable market data. The Company estimated fair value based on a discounted cash flow model which used appropriately adjusted discount rates reflecting credit and liquidity risks.


Mortgage Servicing Rights - The Company recognizes the rights to service mortgage loans for others on residential real estate loans internally originated and then sold.  Mortgage servicing rights are recorded at fair value based on comparable market quotes and assumptions, through a third-party valuation service.  The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the servicing cost per loan, the discount rate, the escrow float rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Because many of these inputs are unobservable, the valuations are classified as Level 3.


Federal Home Loan Bank Stock - Ownership of FHLB stock is required as a condition of membership in the FHLB-Des Moines, and is carried on the balance sheet in other assets. This investment generally has restrictions on the sale and/or liquidation of stock and because there are no available market values, this security is carried at cost and evaluated for potential impairment each quarter. Redemption of this investment is at the option of the FHLB.  Fair value measurements for this security are classified as Level 3 because of its undeliverable nature and related credit risk.





21


---

Table of Contents


The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2011 and December 31, 2010 , segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:


Fair Value Measurement at March 31, 2011 Using(in thousands)TotalQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant  OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Assets:Available for sale debt securities:U.S. Government agencies and corporations$77,027$—$77,027$—State and political subdivisions194,697—194,697—Residential mortgage-backed securities221,921—221,921—Corporate debt securities5,923—5,923—Collateralized debt obligations936——936Total available for sale debt securities500,504—499,568936Available for sale equity securities:Financial services industry1,4421,442——Total available for sale equity securities1,4421,442——Total securities available for sale$501,946$1,442$499,568$936Mortgage servicing rights$1,190$—$—$1,190Federal Home Loan Bank stock$10,733$—$—$10,733Fair Value Measurement at December 31, 2010 Using(in thousands)TotalQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Assets:Available for sale debt securities:U.S. Government agencies and corporations$80,334$—$80,334$—State and political subdivisions190,088—190,088—Residential mortgage-backed securities179,784—179,784—Corporate debt securities9,473—9,473—Collateralized debt obligations799——799Total available for sale debt securities460,478—459,679799Available for sale equity securities:Financial services industry1,4761,476——Total available for sale equity securities1,4761,476——Total securities available for sale$461,954$1,476$459,679$799Mortgage servicing rights$835$—$—$835Federal Home Loan Bank stock$10,587$—$—$10,587


22


---

Table of Contents


The following table presents additional information about assets measured at fair market value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value:


CollateralizedDebtObligationsMortgageServicingRights(in thousands)Level 3 fair value at December 31, 2010$799$835Transfers into Level 3——Transfers out of Level 3——Total gains (losses):Included in earnings—355Included in other comprehensive income137—Purchases, issuances, sales, and settlements:Purchases——Issuances——Sales——Settlements——Level 3 fair value at March 31, 2011$936$1,190


Changes in the fair value of available for sale securities are included in other comprehensive income to the extent the changes are not considered other-than-temporary impairments. Other-than-temporary impairment tests are performed on a quarterly basis and any decline in the fair value of an individual security below its cost that is deemed to be other-than-temporary results in a write-down that is reflected directly in the Company's consolidated statements of operations.


Valuation methods for instruments measured at fair value on a nonrecurring basis


Impaired Loans - From time to time, a loan is considered impaired and an allowance for credit losses is established. The specific reserves for impaired loans are based on either the fair value of the collateral less estimated costs to sell, or the present value of expected future cash flows as discounted at the loan's effective interest rate. The fair value of collateral was determined based on appraisals. In some cases, adjustments were made to the appraised values due to various factors, including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. Because many of these inputs are unobservable the valuations are classified as Level 3.


Loans Held for Sale - Loans held for sale are carried at the lower of cost or fair value. The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, the Company classifies loans held for sale subjected to nonrecurring fair value adjustments as Level 2.


Other Real Estate Owned (OREO) - Other real estate represents property acquired through foreclosures and settlements of loans. Property acquired is carried at the lower of the carrying amount of the loan at the time of acquisition, or the estimated fair value of the property, less disposal costs. The Company considers third party appraisals as well as independent fair value assessments from real estate brokers or persons involved in selling OREO in determining the fair value of particular properties. Accordingly, the valuation of OREO is subject to significant external and internal judgment. The Company also periodically reviews OREO to determine whether the property continues to be carried at the lower of its recorded book value or fair value of the property, less disposal costs. Because many of these inputs are unobservable, the valuations are classified as Level 3.


23


---

Table of Contents


The following table discloses the Company's estimated fair value amounts of its financial instruments recorded at fair value on a nonrecurring basis. It is management's belief that the fair values presented below are reasonable based on the valuation techniques and data available to the Company as of March 31, 2011 and December 31, 2010 , as more fully described below.


Fair Value Measurements at March 31, 2011 Using(in thousands)TotalQuoted Prices inActive Markets  forIdentical Assets(Level 1)Significant  OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Assets:Impaired loans with an allowance recorded$7,889$—$—$7,889Loans held for sale279—279—Other real estate owned3,874——3,874Fair Value Measurements at December 31, 2010 Using(in thousands)TotalQuoted Prices inActive Markets forIdentical  Assets(Level 1)Significant  OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Assets:Impaired loans with an allowance recorded$463$—$—$463Loans held for sale702—702—Other real estate owned3,850——3,850





The following presents the carrying amount and estimated fair value of the financial instruments held by the Company at March 31, 2011 and December 31, 2010 . The information presented is subject to change over time based on a variety of factors. The operations of the Company are managed from a going concern basis and not a liquidation basis. As a result, the ultimate value realized from the financial instruments presented could be substantially different when actually recognized over time through the normal course of operations. Additionally, a substantial portion of the Company's inherent value is the Bank's capitalization and franchise value. Neither of these components has been given consideration in the presentation of fair values below.


March 31, 2011December 31, 2010CarryingAmountEstimatedFair ValueCarryingAmountEstimatedFair Value(in thousands)Financial assets:Cash and cash equivalents$23,667$23,667$20,523$20,523Investment securities505,618505,662465,986466,062Loans held for sale279279702702Loans, net923,125920,545922,868922,817Loan pool participations, net62,20762,20765,87165,871Other real estate owned3,8743,8743,8503,850Accrued interest receivable9,5809,58010,64810,648Federal Home Loan Bank stock10,73310,73310,58710,587Mortgage servicing rights1,1901,190835835Financial liabilities:Deposits1,263,1581,264,2361,219,3281,223,584Federal funds purchased and securities sold under agreements to repurchase46,32546,32550,19450,194Federal Home Loan Bank borrowings117,200119,377127,200130,005Long-term debt15,4649,89715,4649,930Accrued interest payable1,9641,9641,8721,872





|  |                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Cash and cash equivalents, non-interest-bearing demand deposits, federal funds purchased, securities sold under repurchase agreements, and accrued interest are instruments with carrying values that approximate fair value.

|  |                                                                                                                                                                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If a quoted price is not available, the fair value is obtained from benchmarking the security against similar securities.

24


---

Table of Contents


|  |                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Mortgage servicing rights are recorded at fair value on a recurring basis.  Fair value measurement is based upon comparable market quotes and assumptions, through a third-party valuation service.

|  |                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------
|• | Loans held for sale have an estimated fair value based on quoted market prices of similar loans sold on the secondary market.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans are determined using estimated future cash flows, discounted at the interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The Company does record nonrecurring fair value adjustments to loans to reflect (1) partial write-downs that are based on the observable market price or appraised value of the collateral or (2) the full charge-off of the loan carrying value.

|  |                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Loan pool participation carrying values represent the discounted price paid by us to acquire our participation interests in the various loan pools purchased, which approximate fair value.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Deposit liabilities are carried at historical cost. The fair value of demand deposits, savings accounts and certain money market account deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. If the fair value of the fixed maturity certificates of deposit is calculated at less than the carrying amount, the carrying value of these deposits is reported as the fair value.

|  |                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Federal Home Loan Bank borrowings and long-term debt are recorded at historical cost. The fair value of these items are estimated using discounted cash flow analysis, based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.

Changes in assumptions or estimation methodologies may have a material effect on these estimated fair values.





|   |                           
|-- | --------------------------
|8. | Variable Interest Entities

Loan Pool Participations


MidWest One has invested in certain participation certificates of loan pools which are held and serviced by the third-party independent servicing corporation. MidWest One 's portfolio holds approximately 95% of participation interests in pools of loans owned and serviced by States Resources Corporation (“SRC”), a third-party loan servicing organization located in Omaha, Nebraska. SRC's owner holds the rest. The Company does not have any ownership interest in or control over SRC.  As previously announced, the Company has decided to exit this line of business as current balances pay down.


These pools of loans were purchased from large nonaffiliated banking organizations and from the FDIC acting as receiver of failed banks and savings associations. As loan pools were put out for bid (generally in a sealed bid auction) the servicer's due diligence teams evaluated the loans and determined their interest in bidding on the pool. After the due diligence, MidWest One management reviewed the status and decided if it wished to continue in the process. If the decision to consider a bid was made, the servicer conducted additional analysis to determine the appropriate bid price. This analysis involved discounting loan cash flows with adjustments made for expected losses, changes in collateral values as well as targeted rates of return. A cost or investment basis was assigned to each individual loan at cents per dollar (discounted price) based on the servicer's assessment of the recovery potential of each loan.


Once a bid was awarded to the Company's servicer, the Company assumed the risk of profit or loss but on a non-recourse basis so the risk is limited to its initial investment. The extent of the risk is also dependent upon: the debtor or guarantor's financial condition, the possibility that a debtor or guarantor may file for bankruptcy protection, the servicer's ability to locate any collateral and obtain possession, the value of such collateral, and the length of time it takes to realize the recovery either through collection procedures, legal process, or resale of the loans after a restructure.


Loan pool participations are shown on the Company's consolidated balance sheets as a separate asset category. The original carrying value or investment basis of loan pool participations is the discounted price paid by the Company to acquire its interests, which, as noted, is less than the face amount of the underlying loans. MidWest One 's investment basis is reduced as SRC recovers principal on the loans and remits its share to the Company or as loan balances are written off as uncollectible.





|   |                                             
|-- | --------------------------------------------
|9. | Effect of New Financial Accounting Standards

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements , which clarifies and expands disclosure requirements related to fair value measurements. Disclosures are required for significant transfers between levels in the fair value hierarchy. Activity in Level 3 fair value measurements is to be presented on a gross, rather than net, basis. The update clarifies how the appropriate


25


---

Table of Contents


level of disaggregation should be determined and emphasizes that information sufficient to permit reconciliation between fair value measurements and line items on the financial statements should be provided. The update is effective for interim and annual reporting periods beginning after December 15, 2009 except for the expanded disclosures related to activity in Level 3 fair value measurements which are effective one year later. The Company adopted ASU 2010-06 for the period beginning January 1, 2010 and it did not have a material effect on its consolidated financial statements.


In April 2011, the FASB issued ASU No. 2011-02, Receivables (Topic 310): A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring , which clarifies whether a restructuring constitutes a troubled debt restructuring. The update clarifies the guidance on a creditor's evaluation of whether it has granted a concession and on a creditor's evaluation of whether a debtor is experiencing financial difficulties. In addition, under this ASU a creditor is precluded from using the effective interest rate test in the debtor's guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. The amendments in this update are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. This ASU is effective for the third quarter of 2011 and is not expected to have a material effect on the Company's consolidated financial statements.





|    |                  
|--- | -----------------
|10. | Subsequent Events

Management evaluated subsequent events through the date the consolidated financial statements were available to be issued. Events or transactions occurring after March 31, 2011 , but prior to the date the consolidated financial statements were available to be issued, that provided additional evidence about conditions that existed at March 31, 2011 have been recognized in the consolidated financial statements for the period ended March 31, 2011 . Events or transactions that provided evidence about conditions that did not exist at March 31, 2011 , but arose before the consolidated financial statements were available to be issued, have not been recognized in the consolidated financial statements for the period ended March 31, 2011 .





Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





OVERVIEW


The Company provides financial services to individuals, businesses, governmental units and institutional customers in east central Iowa. The Bank has office locations in Belle Plaine, Burlington, Cedar Falls, Conrad, Coralville, Davenport, Fairfield, Fort Madison, Iowa City, Melbourne, North English, North Liberty, Oskaloosa, Ottumwa, Parkersburg, Pella, Sigourney, Waterloo and West Liberty, Iowa. MidWest One Insurance Services, Inc. provides personal and business insurance services in Pella, Melbourne and Oskaloosa, Iowa. The Bank is actively engaged in many areas of commercial banking, including: acceptance of demand, savings and time deposits; making commercial, real estate, agricultural and consumer loans, and other banking services tailored for its individual customers. The Wealth Management Division of the Bank administers estates, personal trusts, conservatorships, pension and profit-sharing accounts along with providing brokerage and other investment management services to customers.


We operate as an independent community bank that offers a broad range of customer-focused financial services as an alternative to large regional and multi-state banks in our market area. Management has invested in the infrastructure and staffing to support our strategy of serving the financial needs of businesses, individuals and municipalities in our market area. We focus our efforts on core deposit generation, especially transaction accounts, and quality loan growth with emphasis on growing commercial loan balances. We seek to maintain a disciplined pricing strategy on deposit generation that will allow us to compete for high quality loans while maintaining an appropriate spread over funding costs.


Our results of operations depend primarily on our net interest income, which is the difference between the interest income on our earning assets, such as loans and securities, and the interest expense paid on our deposits and borrowings. Results of operations are also affected by non-interest income and expense, the provision for loan losses and income tax expense. Significant external factors that impact our results of operations include general economic and competitive conditions, as well as changes in market interest rates, government policies, and actions of regulatory authorities.


The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as our 2010 Annual Report on Form 10-K.  Results of operations for the three -month period ended March 31, 2011 are not necessarily indicative of results to be attained for any other period.


Critical Accounting Estimates


Critical accounting estimates are those which are both most important to the portrayal of our financial condition and results of operations, and require our management's most difficult, subjective or complex judgments, often as a result of the need to make


26


---

Table of Contents


estimates about the effect of matters that are inherently uncertain. Our critical accounting estimates relate to the allowance for loan losses, participation interests in loan pools, application of purchase accounting, goodwill and intangible assets, and fair value of available for sale investment securities, all of which involve significant judgment by our management. Information about our critical accounting estimates is included under Item 7, " Management's Discussion and Analysis of Financial Condition and Results of Operations " in our Annual Report on Form 10-K for the year ended December 31, 2010 .





RESULTS OF OPERATIONS


Comparison of Operating Results for the Three Months Ended March 31, 2011 and March 31, 2010


Summary


For the quarter ended March 31, 2011 we earned net income of  $2.9 million , of which $2.7 million was available to common shareholders, compared with  $2.0 million , of which $1.8 million was available to common shareholders, for the quarter ended March 31, 2010 , an increase of  45.0% and 50.4% , re spectively. Basic and diluted earnings per common share for the first quarter of 2011 were  $0.31 v ersu s $0.21 fo r the first quarter of 2010 . Our return on average assets for the first quarter of 2011 was  0.74% c ompared with a return of  0.53% f or the same period in 2010 . Our return on average shareholders' equity was 7.41% for the quarter ended March 31, 2011 versus 5.28% for the quarter ended March 31, 2010 . The return on average tangible common equity was 8.26% for the first quarter of 2011 compared with 5.76% for the same period in 2010 .


The following table presents selected financial results and measures for the first quarter of 2011 and 2010 .


Three Months Ended March 31,($ amounts in thousands)20112010Net Income$2,905$2,004Average Assets1,589,5421,527,170Average Shareholders' Equity158,891153,798Return on Average Assets0.74%0.53%Return on Average Shareholders' Equity7.41%5.28%Return on Average Tangible Common Equity8.26%5.74%Total Equity to Assets (end of period)9.97%10.00%Tangible Common Equity to Tangible Assets (end of period)8.37%8.26%


We have traditionally disclosed certain non-GAAP ratios to evaluate and measure our financial condition, including our return on average tangible common equity. We believe these ratios provide investors with information regarding our financial condition and how we evaluate our financial condition internally. The following tables provide a reconciliation of the non-GAAP measures to the most comparable GAAP equivalents.


For the Three Months Ended March 31,(in thousands)20112010Average Tangible Common Equity:Average total shareholders' equity$158,891$153,798Less:  Average preferred stock(15,775)(15,708)Average goodwill and intangibles(11,208)(12,371)Average tangible common equity$131,908$125,719Net income available to common shareholders$2,688$1,787Annualized return on average tangible common equity8.26%5.74%


27


---

Table of Contents


As of March 31,(in thousands)20112010Tangible Common Equity:Total shareholders' equity161,315154,158Less: Preferred equity(15,784)(15,716)Goodwill and intangibles(11,019)(12,016)Tangible common equity134,512126,426Tangible Assets:Total assets1,618,2311,542,061Less: Goodwill and intangibles(11,019)(12,016)Tangible assets1,607,2121,530,045Tangible common equity/tangible assets8.37%8.26%





Net Interest Income


Net interest income is the difference between interest income and fees earned on earning assets and interest expense incurred on interest-bearing liabilities. Interest rate levels and volume fluctuations within earning assets and interest-bearing liabilities impact net interest income. Net interest margin is tax-equivalent net interest income as a percentage of average earning assets.


Certain assets with tax favorable treatment are evaluated on a tax-equivalent basis. Tax-equivalent basis assumes a federal income tax rate of 34%. Tax favorable assets generally have lower contractual pretax yields than fully taxable assets. A tax-equivalent analysis is performed by adding the tax savings to the earnings on tax-favorable assets. After factoring in the tax-favorable effects of these assets, the yields may be more appropriately evaluated against alternative earning assets. In addition to yield, various other risks are factored into the evaluation process.


Our net interest income for the quarter ended March 31, 2011 decreased $0.2 million to $11.6 million compared with $11.8 million for the quarter ended March 31, 2010 . Our total interest income of $16.9 million was $0.9 million lower in the first quarter of 2011 compared with the same period in 2010 . Most of the decrease in interest income was due to reduced interest on loans and interest income on loan pool participations, due primarily to lower average rates. The decrease in interest income was partially offset by reduced interest expense on deposits and FHLB advances. Total interest expense for the first quarter of 2011 decreased $0.8 million , or 12.7% , compared with the same period in 2010 , due primarily to lower average interest rates in 2011 . Our net interest margin on a tax-equivalent basis for the first quarter of 2011 decreased to 3.31% compared with 3.50% in the first quarter of 2010 . Net interest margin is a measure of the net return on interest-earning assets and is computed by dividing annualized net interest income on a tax-equivalent basis by the average of total interest-earning assets for the period. Our overall yield on earning assets declined to 4.75% for the first quarter of 2011 from 5.22% for the first quarter of 2010 . This decline was due primarily to lower rates being received on newly originated loans and purchases of investment securities, and decreased income from the loan pool participations. The average cost of interest-bearing liabilities decreased in the first quarter of 2011 to 1.67% from 2.01% for the first quarter of 2010 , due to the continued repricing of new time certificates and FHLB advances at lower interest rates.  We expect to continue battling margin compression as 2011 unfolds with short term interest rates at generational lows.


28


---

Table of Contents


The following table shows the consolidated average balance sheets, detailing the major categories of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for the interest-bearing liabilities, and the related interest rates for the quarter ended March 31, 2011 and 2010 . Dividing annualized income or expense by the average balances of assets or liabilities results in average yields or costs. Average information is provided on a daily average basis.


Three Months Ended March 31,20112010AverageBalanceInterestIncome/ExpenseAverageRate/YieldAverageBalanceInterestIncome/ExpenseAverageRate/Yield(dollars in thousands)Average earning assets:Loans (tax equivalent)(1)(2)(3)$929,247$12,8835.62%$959,568$13,7895.83%Loan pool participations(4)66,3473542.1684,2678994.33Investment securities:Taxable investments365,8562,6882.98260,3562,2253.47Tax exempt investments(2)119,1031,5685.34118,2901,5235.22Total investment securities484,9594,2563.56378,6463,7484.01Federal funds sold and interest-bearing balances14,84980.2211,369100.36Total interest-earning assets$1,495,402$17,5014.75%$1,433,850$18,4465.22%Cash and due from banks18,62120,008Premises and equipment26,34628,949Allowance for loan losses(17,723)(16,552)Other assets66,89660,915Total assets$1,589,542$1,527,170Average interest-bearing liabilities:Savings and interest-bearing demand deposits$527,181$1,0670.82%$468,409$1,1060.96%Certificates of deposit569,2643,0352.16569,3363,5102.50Total deposits1,096,4454,1021.521,037,7454,6161.80Federal funds purchased and repurchase agreements46,779740.6440,661770.77Federal Home Loan Bank borrowings123,6009453.10128,6891,2073.80Long-term debt and other16,2341724.3016,4461613.97Total borrowed funds186,6131,1912.59185,7961,4453.15Total interest-bearing liabilities$1,283,058$5,2931.67%$1,223,541$6,0612.01%Net interest spread(2)3.08%3.21%Demand deposits136,922135,771Other liabilities10,67114,060Shareholders' equity158,891153,798Total liabilities and shareholders' equity$1,589,542$1,527,170Interest income/earning assets(2)$1,495,402$17,5014.75%$1,433,850$18,4465.22%Interest expense/earning assets$1,495,402$5,2931.44%$1,433,850$6,0611.71%Net interest margin(2)(5)$12,2083.31%$12,3853.50%Non-GAAP to GAAP Reconciliation:Tax Equivalent Adjustment:Loans$83$85Securities533533Total tax equivalent adjustment616618Net Interest Income$11,592$11,767


(1)Loan fees included in interest income are not material.(2)Computed on a tax-equivalent basis, assuming a federal income tax rate of 34%.(3)Non-accrual loans have been included in average loans, net of unearned discount.(4)Includes interest income and discount realized on loan pool participations.(5)Net interest margin is tax-equivalent net interest income as a percentage of average earning assets.





29


---

Table of Contents


The following table sets forth an analysis of volume and rate changes in interest income and interest expense on our average earning assets and average interest-bearing liabilities reported on a fully tax-equivalent basis assuming a 34% tax rate. The table distinguishes between the changes related to average outstanding balances (changes in volume holding the initial interest rate constant) and the changes related to average interest rates (changes in average rate holding the initial outstanding balance constant). The change in interest due to both volume and rate has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.


Three Months Ended March 31,2011 Compared to 2010 Change due toVolumeRate/YieldNet(in thousands)Increase (decrease) in interest income:Loans (tax equivalent)$(428)$(478)$(906)Loan pool participations(163)(382)(545)Investment securities:Taxable investments708(245)463Tax exempt investments113445Total investment securities719(211)508Federal funds sold and interest-bearing balances8(10)(2)Change in interest income136(1,081)(945)Increase (decrease) in interest expense:Savings and interest-bearing demand deposits282(321)(39)Certificates of deposit—(475)(475)Total deposits282(796)(514)Federal funds purchased and repurchase agreements32(35)(3)Federal Home Loan Bank borrowings(46)(216)(262)Other long-term debt(2)1311Total Borrowed Funds(16)(238)(254)Change in interest expense266(1,034)(768)Decrease in net interest income$(130)$(47)$(177)Percentage decrease in net interest income over prior period(1.43)%


Interest income and fees on loans on a tax-equivalent basis decreased $0.9 million , or 6.6% , in the first quarter of 2011 compared with the same period in 2010 . Average loans were $30.3 million , or 3.2% , lower in the first quarter of 2011 compared with 2010 . The decrease in average loan volume was attributable to declining utilization rates on lines of credit and pay-downs on term debt during 2010, as the economic environment has caused many customers to actively reduce their borrowing position. The yield on our loan portfolio is affected by the amount of nonaccrual loans (which do not earn interest income), the mix of the portfolio (real estate loans generally have a lower overall yield than commercial and agricultural loans), the effects of competition and the interest rate environment on the amounts and volumes of new loan originations, and the mix of variable-rate versus fixed-rate loans in our portfolio. The average rate on loans decreased from  5.83% in the first quarter of 2010 to 5.62%  in first quarter of 2011 , primarily due to new and renewing loans being made at lower interest rates than those paying down.


Interest and discount income on loan pool participations was $0.4 million for the first quarter of 2011 compared with $0.9 million for the first quarter of 2010 , a decrease of $0.5 million . The Company entered into this business upon consummation of its merger with the Former MidWest One in March 2008.  These loan pool participations are pools of performing, sub-performing and nonperforming loans purchased at varying discounts from the aggregate outstanding principal amount of the underlying loans. The loan pools are held and serviced by a third-party independent servicing corporation. As previously announced, the Company has decided to exit this line of business as current balances pay down. We have very minimal exposure in the loan pools to consumer real estate, subprime credit or construction and real estate development loans. Average loans pools were $17.9 million , or 21.3% , lower in the first quarter of 2011 compared with 2010 . The decrease in average loan pool volume was due to loan pay downs.


Income is derived from this investment in the form of interest collected and the repayment of principal in excess of the purchase cost, which is referred to as “discount recovery.” The loan pool participations were historically a high-yield activity, but this yield has fluctuated from period to period based on the amount of cash collections, discount recovery, and net collection


30


---

Table of Contents


expenses of the servicer in any given period. The net “all-in” yield on loan pool participations was 2.16% for the first quarter of 2011 , down from 4.98% for the same period of 2010 . The net yield was lower in the first quarter of 2011 than for the first quarter of 2010 primarily due to increased charge-off levels in the portfolio.


Interest income on investment securities on a tax-equivalent basis totaled $4.3 million  in the first quarter of 2011 compared with $3.7 million for the same period of 2010 . The average balance of investments in the first quarter of 2011 was $485.0 million compared with $378.6 million  in the first quarter of 2010 , an increase of $106.3 million , or 28.1% . The increase in average balance resulted from excess liquidity provided by a combination of decreasing loan balances and increasing deposits. The tax-equivalent yield on our investment portfolio in the first quarter of 2011 decreased to 3.56% from 4.01% in the comparable period of 2010 reflecting reinvestment of maturing securities and purchases of new securities at lower market interest rates.


Interest expense on deposits was $0.5 million , or 11.1% , lower in the first quarter of 2011 compared with the same period in 2010 , mainly due to the decrease in interest rates being paid during 2011 . The weighted average rate paid on interest-bearing deposits was 1.52% in the first quarter of 2011 compared with 1.80% in the first quarter of 2010 . This decline reflects the overall reduction in market interest rates on deposits throughout the markets in which we operate, and the gradual downward repricing of time deposits as higher rate certificates mature. Average interest-bearing deposits for the first quarter of 2011 increased $58.7 million , or 5.7% compared with the same period in 2010 .


Interest expense on borrowed funds wa s $0.3 million lower in the first quarter of 2011 compared with the same period in 2010 . Interest on borrowed funds totaled $1.2 million for the first quarter of 2011 . Average borrowed funds for the first quarter of 2011 were $0.8 million higher compared with the same period in 2010 . The majority of the difference was due to an increase in repurchase agreements, partially offset by a reduction in the level of FHLB borrowings. The weighted average rate on borrowed funds decreased to 2.59%  for the first quarter of 2011 compared wi th 3.15% f or the first quarter of 2010 , reflecting the replacement of maturing higher-rate borrowings with those in the current lower-rate environment.


Provision for Loan Losses


The provision for loan losses is a current charge against income and represents an amount which management believes is sufficient to maintain an adequate allowance for known and probable losses. In assessing the adequacy of the allowance for loan losses, management considers the size and quality of the loan portfolio measured against prevailing economic conditions, regulatory guidelines, historical loan loss experience and credit quality of the portfolio. When a determination is made by management to charge off a loan balance, such write-off is charged against the allowance for loan losses.


We recorded a provision for loan losses of $0.9 million in the first quarter of 2011 compared with a  $1.5 million provision in the first quarter of 2010 . Net loans charged off in the first quarter of 2011 totaled $0.7 million compared with net loans charged off of $0.9 million i n the first quarter of 2010 . We continue to increase our loan loss allowance by maintaining a provision for loan losses that is greater than our net charge-off activity. We determine an appropriate provision based on our evaluation of the adequacy of the allowance for loan losses in relationship to a continuing review of problem loans, current economic conditions, actual loss experience and industry trends. We believe that the allowance for loan losses was adequate based on the inherent risk in the portfolio as of March 31, 2011 ; however, there is no assurance losses will not exceed the allowance and any growth in the loan portfolio, and the uncertainty of the general economy, may require that management continue to evaluate the adequacy of the allowance for loan losses and make additional provisions in future periods as deemed necessary.


Sensitive assets include nonaccrual loans, loans on the Bank's watch loan reports and other loans identified as having more than reasonable potential for loss. We review sensitive assets on at least a quarterly basis for changes in the customers' ability to pay and changes in the valuation of underlying collateral in order to estimate probable losses. We also periodically review a watch loan list which is comprised of loans that have been restructured or involve customers in industries which have been adversely affected by market conditions. The majority of these loans are being repaid in conformance with their contracts.


31


---

Table of Contents


Noninterest Income


Three Months Ended March 31,20112010% Change(dollars in thousands)Trust and investment fees$1,273$1,2343.2%Service charges and fees on deposit accounts851864(1.5)Mortgage origination and loan servicing fees87750075.4Other service charges, commissions and fees67958416.3Bank owned life insurance income22916737.1Impairment losses on investment securities, net—(189)NMGain (loss) on sale of available for sale securities—237NMLoss on sale of premises and equipment(48)(77)(37.7)Total noninterest income$3,861$3,32016.3%Noninterest income as a % of total revenue*25.0%22.0%NM - Percentage change not considered meaningful.* - Total revenue includes net interest income and noninterest income.


Total noninterest income increased $0.5 million for the first quarter of 2011 compared with the same period for 2010 . The increase in 2011 is primarily due to increased mortgage origination and loan servicing fees combined with the absence of any impairment charges on our investment securities portfolio. Mortgage origination and loan servicing fees totaled $0.9 million for the first quarter of 2011 , up from $0.5 million for the same period last year. We did not recognize any impairment losses on our investment securities portfolio during the first quarter compared with a $0.2 million loss for the first quarter a year ago. The increase in mortgage origination and loan servicing fees was attributable to higher refinancing activity in single-family residential loans during the first quarter of 2011 compared to the same period of 2010 .  Decreasing levels of refinancing activity has occurred since the beginning of 2011 , and we expect this trend to continue.


These improvements were partially offset by the absence of net gains or losses on the sale of available for sale securities  for the first quarter of 2011 , compared with net gains of $0.2 million for the same period of 2010 . Management's strategic goal is for noninterest income to constitute 30% of total revenues (net interest income plus noninterest income) over time. For the quarter ended March 31, 2011 , noninterest income comprised 25.0% of total revenues, compared with 22.0% for the same quarter in 2010 .


Noninterest Expense


Three Months Ended March 31,20112010% Change(dollars in thousands)Salaries and employee benefits$5,870$5,7901.4%Net occupancy and equipment expense1,6171,776(9.0)Professional fees677749(9.6)Data processing expense450457(1.5)FDIC insurance expense597692(13.7)Other operating expense1,4231,584(10.2)Total noninterest expense$10,634$11,048(3.7)%


Noninterest expense for the first quarter of 2011 was $10.6 million compared with $11.0 million for the first quarter of 2010 , a decrease of $0.4 million , or 3.7% . Noninterest expense includes salaries and employee benefits, occupancy and equipment expense, FDIC insurance premiums, professional fees and data processing expense. The primary reasons for the lower noninterest expense for the quarter were a decrease in other operating expenses from $1.6 million in the first quarter of 2010 to $1.4 million for the same period of 2011 , and a decrease in net occupancy and equipment expense from $1.8 million for the first quarter of 2010 to $1.6 million for the first quarter of 2011 . The decrease in other operating expenses was primarily due to decreased costs associated with other real estate owned, while the lower net occupancy and equipment expenses were the result of management's cost control and efficiency efforts, notably the closing of three branch facilities in late 2010. Management expects noninterest expense categories to remain stable throughout 2011, with the exception of FDIC insurance expense, which is anticipated to trend lower.


32


---

Table of Contents


Income Tax Expense


Our effective tax rate, or income taxes divided by income before taxes, was 25.9% for the first quarter of 2011 , and 21.1%  for the same period of 2010 . The increase in the effective tax rate in 2011 was primarily due to the relative amount of tax-exempt income on tax-exempt bonds to total income. Income tax expense increased  $0.5 million to $1.0 million i n the first quarter of 2011 compared with $0.5 million income tax expense for the same period of 2010 , due primarily to increased net income.


FDIC Assessments


On November 12, 2009, the FDIC adopted a final rule that required insured depository institutions to prepay on December 30, 2009, their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010, 2011, and 2012. On December 31, 2009, the Bank paid the FDIC $9.2 million in prepaid assessments (which has a remaining balance of $6.0 million at March 31, 2011 ). The FDIC determined each institution's prepaid assessment based on the institution's: (i) actual September 30, 2009 assessment base, increased quarterly by a five percent annual growth rate through the fourth quarter of 2012; and (ii) total base assessment rate in effect on September 30, 2009, increased by an annualized three basis points beginning in 2011. The FDIC began to offset prepaid assessments on March 31, 2010, representing payment of the regular quarterly risk-based deposit insurance assessment for the fourth quarter of 2009. On February 7, 2011, the FDIC Board of Directors adopted a final rule which redefines the deposit insurance assessment base as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The new rule makes changes to assessment rates from being based on adjusted domestic deposits to average consolidated total assets minus average tangible equity; implements Dodd-Frank's Deposit Insurance Fund (the "DIF") dividend provisions; and revises the risk-based assessment system for all large (greater than $10 billion in assets) insured depository institutions. Changes pursuant to the rule are effective April 1, 2011, and are expected to result in a modest reduction in the Bank's prospective assessments. Any prepaid assessment not exhausted after collection of the amount due on June 30, 2013, will either be returned to the institution or credited towards future assessments.





FINANCIAL CONDITION


Our total assets increased to $1.62 billion as of March 31, 2011 from $1.58 billion on December 31, 2010 . This growth resulted primarily from increased investment in securities, somewhat offset by a decrease in loan pool participation balances, with portfolio loans remaining virtually unchanged. The asset growth was primarily funded by an increase in deposits partially offset by a decrease in FHLB borrowings. Total deposits at March 31, 2011 were $1.26 billion compared with $1.22 billion at December 31, 2010 , up $43.8 million , or 3.6% , primarily due to increased consumer and public fund deposits. Federal Home Loan Bank borrowings decreased $10.0 million from $127.2 million at December 31, 2010 , to $117.2 million at March 31, 2011 .


Investment Securities


Investment securities available for sale totaled  $501.9 million as of March 31, 2011 . This was an increase of $40.0 million , or 8.7% , from December 31, 2010 . The increase was primarily due to net investment purchases of $39.8 million d uring the period. Investment securities classified as held to maturity decreased to $3.7 million as of March 31, 2011 as a result of security maturities. The investment portfolio consists mainly of U.S. government agency securities, mortgage-backed securities and obligations of states and political subdivisions.


As of March 31, 2011 , we owned collateralized debt obligations with an amortized cost of $1.8 million that were backed by pools of trust preferred securities issued by various commercial banks (approximately 80%) and insurance companies (approximately 20% ). No real estate holdings secure these debt securities. We continue to monitor the values of these debt securities for purposes of determining other-than-temporary impairment in future periods given the instability in the financial markets and continue to obtain updated cash flow analysis as required.  See Note 4 “Investments” for additional information related to investment securities.


33


---

Table of Contents


Loans


The following table shows the composition of the bank loans (before deducting the allowance for loan losses), as of the periods shown:


March 31, 2011December 31, 2010Balance% of TotalBalance% of Total(dollars in thousands)Agricultural$80,4068.6%$84,5909.0%Commercial and financial218,81723.3211,33422.5Credit cards8960.16550.1Overdrafts6380.14910.1Commercial real estate:Construction & development71,5897.673,3157.8Farmland68,9707.376,3458.1Multifamily34,0603.633,4513.6Commercial real estate-other217,41623.2210,13122.4Total commercial real estate392,03541.8393,24241.9Residential real estate:One- to four- family first liens159,07816.9156,88216.7One- to four- family junior liens65,6547.069,1127.4Total residential real estate224,73223.9225,99424.1Consumer20,9992.221,7292.3Total loans$938,523100.0%$938,035100.0%


Total bank loans (excluding loan pool participations and loans held for sale) increased by $0.5 million , to $938.5 million as of March 31, 2011 as compared to December 31, 2010 .  As of March 31, 2011 , our bank loan (excluding loan pool participations) to deposit ratio was 74.3% compared with a year-end 2010 bank loan to deposit ratio of 76.9% . We anticipate that the loan to deposit ratio will remain steady in future periods, as loans continue measured growth and deposits remain steady or increase.


We have minimal direct exposure to subprime mortgages in our loan portfolio. Our loan policy provides a guideline that real estate mortgage borrowers have a Beacon score of 640 or greater. Exceptions to this guideline have been noted but the overall exposure is deemed minimal by management. Mortgages we originate and sell on the secondary market are typically underwritten according to the guidelines of secondary market investors. These mortgages are sold on a non-recourse basis. See Note 5 “Loans Receivable and the Allowance for Loan Losses” for additional information related to loans.


Loan Review and Classification Process for Agricultural, Commercial and Financial, and Commercial Real Estate Loans:


The Company maintains a loan review and classification process which involves multiple officers of the Company and is designed to assess the general quality of credit underwriting and to promote early identification of potential problem loans. All Commercial and Agricultural loan officers are charged with the responsibility of risk rating all loans in their portfolios and updating the ratings, positively or negatively, on an ongoing basis as conditions warrant. A monthly loan officer validation worksheet documents this process. Risk ratings are selected from an 8-point scale with ratings as follows: ratings 1- 4 Satisfactory (pass), rating 5 Watch (potential weakness), rating 6 Substandard (well-defined weakness), rating 7 Doubtful, and rating 8 Loss.


When a loan officer originates a new loan, based upon proper loan authorization, he or she documents the credit file with an offering sheet summary, supplemental underwriting analysis, relevant financial information and collateral evaluations. All of this information is used in the determination of the initial loan risk rating. The Company's Loan Review department undertakes independent credit reviews of relationships based on either criteria established by Loan Policy, risk-focused sampling, or random sampling. Loan Policy requires the top 50 lending relationships by total exposure be reviewed no less than annually as well as those credits rated Watch ($250,000 and greater) and Substandard (or worse, $100,000 and greater). The individual loan reviews analyze such items as: loan type; nature, type and estimated value of collateral; borrower and/or guarantor estimated financial strength; most recently available financial information; related loans and total borrower exposure; and current/anticipated performance of the loan. The results of such reviews are presented to Executive Management.


Through the review of delinquency reports, updated financial statements or other relevant information in the normal course of business, the lending officer and/or Loan Review personnel may determine that a loan relationship has weakened to the point that a criticized (loan grade 5) or classified (loan grade 6 through 8) status is warranted. When a loan relationship with total related


34


---

Table of Contents


exposure of $1.0 million or greater is adversely graded (5 or above), or is classified as a Troubled Debt Restructure (regardless of size), the lending officer is then charged with preparing a Loan Strategy Summary worksheet that outlines the background of the credit problem, current repayment status of the loans, current collateral evaluation and a workout plan of action. This plan may include goals to improve the credit rating, assisting the borrower in moving the loans to another institution and/or collateral liquidation. All such reports are first presented to Regional Management and then to the Board of Directors by the Executive Vice President of Lending (or a designee).


Depending upon the individual facts, circumstances, and the result of the Classified/Watch review process, Loan officers and/or Loan Review personnel may categorize the loan relationship as impaired. Once that determination has occurred, the Loan Officer, in conjunction with Regional Management, will complete an evaluation of the collateral (for collateral-dependent loans) based upon appraisals on file adjusting for current market conditions and other local factors that may affect collateral value. Loan Review personnel may also complete an independent impairment analysis when deemed necessary. These judgmental evaluations may produce an initial specific allowance for placement in the Company's Allowance for Loan & Lease Losses calculation. As soon as practical, updated appraisals on the collateral backing that impaired loan relationship are ordered. When the updated appraisals are received, Regional Management, with assistance from Loan Review department, reviews the appraisal and updates the specific allowance analysis for each loan relationship accordingly. The Board of Directors on a quarterly basis reviews the Classified/Watch reports including changes in credit grades of 5 or higher as well as all impaired loans, the related allowances and OREO.


In general, once the specific allowance has been finalized, Regional and Executive Management will consider a charge-off prior to the following calendar quarter-end in which that reserve calculation is finalized.


The review process also provides for the upgrade of loans that show improvement since the last review.


Loan Pool Participations


As of March 31, 2011 , we had loan pool participations, net, totaling $62.2 million , down from  $65.9 million  at December 31, 2010 . Loan pools are participation interests in performing, sub-performing and nonperforming loans that have been purchased from various non-affiliated banking organizations. The Company entered into this business upon consummation of its merger with the Former MidWest One in March 2008.  As previously announced, the Company has decided to exit this line of business as current balances pay down. The loan pool investment balances shown as an asset on our Consolidated Balance Sheets represent the discounted purchase cost of the loan pool participations. As of March 31, 2011 , the categories of loans by collateral type in the loan pool s were commercial real estate - 50%, commercial loans - 9%, agricultural and agricultural real estate - 8%, single-family residential real estate - 11% and other loans - 22%. We have minimal exposure in the loan pools to consumer real estate subprime credit or to construction and real estate development loans. See Note 5 “Loans Receivable and the Allowance for Loan Losses” for additional information related to loan pools.


Our overall cost basis in the loan pool participations represents a discount from the aggregate outstanding principal amount of the loans underlying the pools. For example, as of March 31, 2011 , such cost basis was  $64.3 million , while the contractual outstanding principal amount of the underlying loans as of such date was approximately $148.5 million , resulting in an investment basis of 43.3% of the "face amount" of the underlying loans. Th e discounted cost basis inherently reflects the assessed collectability of the underlying loans. We do not include any amounts related to the loan pool participations in our totals of nonperforming loans.


The loans in the pools provide some geographic diversification to our balance sheet. As of March 31, 2011 , loans in the southeast region of the United States represented approximately 42% of the total. The northeast was the next largest area with 33%, the central region with 18%, the southwest region with 6% and northwest represented a minimal amount of the portfolio at 1%. The highest concentration of assets is in Florida at approximately 18% of the basis total, with the next highest state level being Ohio at 11%, then Pennsylvania at approximately 8%, followed by New Jersey at 7%. As of March 31, 2011 , approximately 53% of the loans were contractually current or less than 90 days past-due, while 47% were contractually past-due 90 days or more.  It should be noted that many of the loans were acquired in a contractually past due status, which is reflected in the discounted purchase price of the loans. Performance status is monitored on a monthly basis. The 47% contractually past-due includes loans in litigation and foreclosed property. As of March 31, 2011 , loans in litigation totaled approximately $11.2 million, while foreclosed property was approximately $12.7 million.


Other Intangible Assets


Other intangible assets decreased to $10.9 million as of March 31, 2011 from $11.1 million as of December 31, 2010 as a result of normal amortization. Amortization of intangible assets is recorded using an accelerated method based on the estimated life of the intangible.


35


---

Table of Contents


The following table summarizes the amounts and carrying values of intangible assets as of March 31, 2011 .


GrossCarryingAmountAccumulatedAmortizationUnamortizedIntangibleAssets(in thousands)March 31, 2011Other intangible assets:Insurance agency intangible$1,320$473$847Core deposit premium5,4332,6492,784Trade name intangible7,040—7,040Customer list intangible33082248Total$14,123$3,204$10,919





Deposits


Total deposits as of March 31, 2011 wer e $1.26 billion  compar ed with $1.22 billion  as of December 31, 2010 . Ce rtificates of deposit were the largest category of deposits at March 31, 2011 , representing approximately 45.2% of total deposits. Total certificates of deposit were $570.7 million at March 31, 2011 , down $0.9 million , or 0.2% , from $571.6 million at December 31, 2010 . Included in total certificates of deposit at March 31, 2011 w as $32.8 million o f brokered deposits in the Certificate of Deposit Account Registry Service (CDARS) program, a decrease of  $0.2 million , or 0.6% , from the $33.0 million at December 31, 2010 . Based on historical experience, management anticipates that many of the maturing certificates of deposit will be renewed upon maturity. Maintaining competitive market interest rates will facilitate our retention of certificates of deposit. Interest-bearing checking deposits were  $472.3 million  at March 31, 2011 , an increase o f $29.4 million , or 6.6% , from $442.9 million  at December 31, 2010 . The increased balances were primarily in our “Power Checking” account product. Approxim ately 84.8%  of our total deposits are considered “core” deposits.


Federal Home Loan Bank Borrowings


FHLB borrowings totaled $117.2 million as of March 31, 2011 compared with $127.2 million as of December 31, 2010 . We utilize FHLB borrowings as a supplement to customer deposits to fund earning assets and to assist in managing interest rate risk.


Long-term Debt


Long-term debt in the form of junior subordinated debentures that have been issued to a statutory trust that issued trust preferred securities was $15.5 million  as of March 31, 2011 , unchanged from December 31, 2010 . These junior subordinated debentures were assumed by us from Former MidWest One in the merger. Former MidWest One had issued these junior subordinated debentures on September 20, 2007, to MidWest One Capital Trust II. The junior subordinated debentures mature on December 15, 2037, do not require any pri ncipal amortization and are callable at par at our option on or after September 20, 2012. The interest rate is fixed at 6.48% until December 15, 2012 on $7.7 million of the issuance and is variable quarterly at the three month LIBOR plus 1.59% on the remainder. After December 15, 2012, the interest rate on the entire issuance becomes variable quarterly at the three month LIBOR plus 1.59%.


Nonperforming Assets


Our nonperforming assets totaled $27.3 million as of March 31, 2011 , up $3.7 million compared to December 31, 2010 .  The balance of other real estate owned at March 31, 2011 was $3.9 million , equal to $3.9 million at year-end 2010 . Nonperforming loans totaled $23.4 million ( 2.5% of total bank loans) as of March 31, 2011 , compared to $19.8 million ( 2.1% of total bank loans) as of December 31, 2010 . See Note 5 “Loans Receivable and the Allowance for Loan Losses” for additional information related to nonperforming assets.


The nonperforming loans consisted of $14.5 million in nonaccrual loans, $6.7 million in troubled debt restructures and $2.2 million in loans past due 90 days or more and still accruing. This compares with $12.4 million , $5.8 million and $1.6 million , respectively, as of December 31, 2010 . Nonaccrual loans increased $2.1 million , or 17.1% , at March 31, 2011 compared to December 31, 2010 .  This increase is primarily attributable to one construction and development loan and one commercial loan totaling $2.5 million being added to nonaccrual loans. The Company experienced a $0.9 million , or 14.9% , increase in restructured loans, from December 31, 2010 to March 31, 2011 . This increase is primarily attributable to a commercial loan totaling $0.8 million being added to troubled debt restructures. During the same period, loans past due 90 days or more and still accruing interest increased by $0.7 million , or 42.1% , from December 31, 2010 to March 31, 2011 . Additionally, loans past-due 30 to 89 days (not included in the nonperforming loan totals) were $7.0 million as of March 31, 2011 compared with $10.5 million as of December 31, 2010 , a decrease of $1.9 million or 17.2% .


36


---

Table of Contents


All of the other real estate property was acquired through foreclosures and we are actively working to sell all properties held as of March 31, 2011 . Other real estate is carried at appraised value less estimated cost of disposal at date of acquisition. Additional discounts could be required to market and sell the properties, resulting in a write down through expense. See Note 5 “Loans Receivables and the Allowance for Loan Losses” for additional information related to nonperforming assets.


Allowance for Loan Losses


Our Allowance for Loan Losses (“ALLL”) as of March 31, 2011 was $15.4 million , which was 1.6% of total bank loans (excluding loan pools) as of that date. This compares with an ALLL of $15.2 million as of December 31, 2010 , which was 1.6% of total bank loans as of that date. Gross charge-offs for the first three months of 2011 totaled $0.8 million , while recoveries of previously charged-off loans totaled $0.2 million . Annualized net loan charge offs to average bank loans for the first three months of 2011 was 0.3% compared to 0.5% for the year ended December 31, 2010 . As of March 31, 2011 , the ALLL was 65.7% of nonperforming loans compared with 74.6% as of December 31, 2010 . While nonperforming loan levels increased during the three months , the increase has been primarily in credits that our management had already identified as weak. Due to the early identification of potential problem loans, we expected to have a decline in the ratio of the ALLL to nonperforming loans. Based on the inherent risk in the loan portfolio, we believe that as of March 31, 2011 , the ALLL was adequate; however, there is no assurance losses will not exceed the allowance and any growth in the loan portfolio and the uncertainty of the general economy may require that management continue to evaluate the adequacy of the ALLL and make additional provisions in future periods as deemed necessary. See Note 5 “Loans Receivables and the Allowance for Loan Losses” for additional information related to the allowance for loan losses.


During the first quarter of 2011, as we do each year, we updated the ALLL calculation to reflect current historical net charge-offs. We use a five year average percentage in the historical charge-off portion of the ALLL calculation. The historical charge-off portion is one of six factors used in establishing our reserve level for each loan type. There were no changes to the other five factors during the three months of 2011 . Classified loans are reviewed per the requirements of FASB ASC Topics 310 and 450. All classified loans are reviewed for impairment in accordance with FASB ASC Topic 310.


We currently track the loan to value (LTV) ratio of loans in our portfolio, and those loans in excess of internal and supervisory guidelines are presented to the Bank's Board of Directors on a quarterly basis. At March 31, 2011 , there were six owner occupied 1-4 family loans with a LTV of 100% or greater. In addition, there are 31 home equity lines of credit without credit enhancement that have LTV of 100% or greater. We have the first lien on two of these equity lines and other financial institutions have the first lien on the remaining 29.


We review all impaired and nonperforming loans individually on a quarterly basis for their level of impairment due to collateral deficiency or insufficient cash-flow based on a discounted cash-flow analysis.  At March 31, 2011 , reported troubled debt restructurings were not a material portion of the loan portfolio. We review loans 90+ days past due that are still accruing interest no less than quarterly to determine if there is a strong reason that the credit should not be placed on non-accrual. All commercial and agricultural lenders are required to review their portfolios on a monthly basis and document that either no downgrades are necessary or report credits that they feel warrant a downgrade to Loan Review for inclusion in the allowance for loan loss calculation.  Periodic loan file examinations are conducted by Loan Review staff to ensure the accuracy of loan officer credit classifications.


Capital Resources


Total shareholders' equity was 9.97% of total assets as of March 31, 2011 and was 10.02%  as of December 31, 2010 . Tangible common equity to tangible assets was  8.37% as of March 31, 2011 and 8.37% as of December 31, 2010 . Our Tier 1 capital to risk-weighted assets ratio was  13.50% as of March 31, 2011 and was 13.37%  as of December 31, 2010 . Risk-based capital guidelines require the classification of assets and some off-balance-sheet items in terms of credit-risk exposure and the measuring of capital as a percentage of the risk-adjusted asset totals. We believe that, as of March 31, 2011 , the Company and the Bank met all capital adequacy requirements to which we are subject. As of that date, the Bank was “well capitalized” under regulatory prompt corrective action provisions.


We have traditionally disclosed certain non-GAAP ratios to evaluate and measure our financial condition, including our tangible common equity to tangible assets and Tier 1 capital to risk-weighted assets ratios. We believe these ratios provide investors with information regarding our financial condition and how we evaluate our financial condition internally.


37


---

Table of Contents


The following tables provide a reconciliation of the non-GAAP measures to the most comparable GAAP equivalents.


At March 31,At December 31,(in thousands)20112010Tangible Common Equity:Total shareholders' equity$161,315$158,466Less: Preferred stock(15,784)(15,767)Goodwill and intangibles(11,019)(11,243)Tangible common equity$134,512$131,456Tangible Assets:Total assets$1,618,231$1,581,259Less: Goodwill and intangibles(11,019)(11,243)Tangible assets$1,607,212$1,570,016Tangible common equity to tangible assets8.37%8.37%At March 31,At December 31,(in thousands)20112010Tier 1 capitalTotal shareholders' equity$161,315$158,466Plus: Long term debt (qualifying restricted core capital)15,46415,464Net unrealized gains on securities available for sale1,3301,826Less: Disallowed goodwill and intangibles(11,138)(11,327)Tier 1 capital$166,971$164,429Risk-weighted assets$1,237,197$1,230,264Tier 1 capital to risk-weighted assets13.50%13.37%


As of March 31, 2011 , we had outstanding 16,000 shares of Series A senior preferred stock, which has a liquidation preference of $1,000 per share, or $16.0 million i n the aggregate. All of the shares of the Series A senior preferred stock are held by the U.S. Treasury.  The senior preferred stock is non-voting, other than class voting rights on any authorization or issuance of shares ranking senior to the senior preferred stock, any amendment to the rights of senior preferred stock, or any merger, exchange, or similar transaction that would adversely affect the rights of the senior preferred stock. If dividends are not paid in full for six dividend periods, whether or not consecutive, the U.S. Treasury will have the right to elect two directors to the Company's Board. The right to elect directors would end when full dividends have been paid for four consecutive dividend periods. In addition, in connection with the issuance of the senior preferred stock, we issued to the U.S. Treasury a warrant to purchase 198,675 shares of our common stock at a strike price of $12.08 per share at any time on or before February 6, 2019. If we repay the U.S. Treasury's investment in full, we would be permitted to redeem the warrant issued to the U.S. Treasury at its then current fair market value. If the warrant is not redeemed at such time, however, it will remain outstanding and transferable by the U.S. Treasury. All of the capital from Treasury is treated as Tier 1 capital for regulatory purposes. The Company's management is currently evaluating the Company's plan for potentially redeeming the $16.0 million of senior preferred stock issued to the U.S. Treasury in February 2009 pursuant to the TARP Capital Purchase Program, including performing financial analysis as to the impact that any such redemption would have on its regulatory capital levels.  Any such redemption, however, would be subject to the prior approval of the U.S. Treasury and the Federal Reserve.  If the Company were to repay the Treasury's investment, it would be permitted to redeem the warrant issued to Treasury for an agreed upon fair market value.


On January 18, 2011, 15,000 restricted stock units were granted to certain directors and officers. During the first three months of 2011 , 8,600 shares were issued in connection with the vesting of previously awarded grants of restricted stock units, of which 680 shares were surrendered by grantees to satisfy tax requirements. In addition, 1,682 shares were issued in connection with the exercise of previously issued stock options.


On April 21, 2011, the Company's Board of Directors declared a quarterly dividend for the second quarter of 2011 of $0.05 per common share, which is consistent with the dividend per common share paid in the first quarter of 2011 .


38


---

Table of Contents


The following table provides the capital levels and minimum required capital levels for the Company and the Bank:


ActualMinimum Requiredfor CapitalAdequacyPurposesMinimum Requiredto beWell CapitalizedAmountRatioAmountRatioAmountRatio(dollars in thousands)March 31, 2011Total risk-based capital to risk-weighted assets:Consolidated$182,53814.75%$98,9768.00%N/AN/AMidWestOne Bank160,71313.22%97,2688.00%$121,58510.00%Tier 1 capital to risk-weighted assets:Consolidated166,97113.50%49,4884.00%N/AN/AMidWestOne Bank145,48611.97%48,6344.00%72,9516.00%Tier 1 capital to average assets:Consolidated166,97110.58%63,1364.00%N/AN/AMidWestOne Bank145,4869.37%32,1234.00%77,6545.00%December 31, 2010Total risk-based capital to risk-weighted assets:Consolidated$179,96314.63%$98,4218.00%N/AN/AMidWestOne Bank156,60213.21%94,8338.00%$118,54210.00%Tier 1 capital to risk-weighted assets:Consolidated164,42913.37%49,2114.00%N/AN/AMidWestOne Bank141,75411.96%47,4174.00%71,1256.00%Tier 1 capital to average assets:Consolidated164,42910.45%62,9324.00%N/AN/AMidWestOne Bank141,7549.14%62,0414.00%77,5515.00%N/A - Minimum to be considered well capitalized is not applicable to the consolidated entity.


Liquidity


Liquidity management involves meeting the cash flow requirements of depositors and borrowers. We conduct liquidity management on both a daily and long-term basis; and adjust our investments in liquid assets based on expected loan demand, projected loan maturities and payments, estimated cash flows from the loan pool participations, expected deposit flows, yields available on interest-bearing deposits, and the objectives of our asset/liability management program. We had liquid assets (cash and cash equivalen ts) of $23.7 million  as of March 31, 2011 , compared wit h $20.5 million  as of December 31, 2010 . Investment securities classified as available for sale, totaling  $501.9 million and $462.0 million a s of March 31, 2011 and December 31, 2010 , respectively, could be sold to meet liquidity needs if necessary. Additionally, our bank subsidiary maintains unsecured lines of credit with several correspondent banks and secured lines with the Federal Reserve Bank discount window and the Federal Home Loan Bank of Des Moines that would allow it to borrow funds on a short-term basis, if necessary. Management believes that the Company had sufficient liquidity as of March 31, 2011 to meet the needs of borrowers and depositors.


Our principal sources of funds were deposits, proceeds from the maturity and sale of investment securities, FHLB borrowings, principal repayments on loan pools, and funds provided by operations. While scheduled loan amortization and maturing interest-bearing deposits are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by economic conditions, the general level of interest rates, and competition. We utilized particular sources of funds based on comparative costs and availability. This included fixed-rate FHLB borrowings that were obtained at a more favorable cost than deposits. We generally managed the pricing of our deposits to maintain a steady deposit base but had from time to time decided not to pay rates on deposits as high as our competition.


As of March 31, 2011 , we had $15.5 million  of long-term debt outstanding. This amount represents indebtedness payable under junior subordinated debentures issued to a subsidiary trust that issued trust preferred securities in a pooled offering. The junior subordinated debentures have a 35-year term. One-half of the balance has a fixed interest rat e of 6.48% until December 15, 2012; the other one-half has a variable rate of three-month LIBOR plus 1.59% . After December 15, 2012, the interest rate on the entire issuance becomes variable quarterly at the three month LIBOR plus 1.59%.


Inflation


The effects of price changes and inflation can vary substantially for most financial institutions. While management believes


39


---

Table of Contents


that inflation affects the growth of total assets, it is difficult to assess the overall impact. Management believes this to be the case due to the fact that generally neither the timing nor the magnitude of the inflationary changes in the consumer price index (“CPI”) coincides with changes in interest rates. The price of one or more of the components of the CPI may fluctuate considerably and thereby influence the overall CPI without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by us. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans held by financial institutions. In addition, higher short-term interest rates caused by inflation tend to increase financial institutions' cost of funds. In other years, the reverse situation may occur.


Off-Balance-Sheet Arrangements


We are a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of our customers, which include commitments to extend credit. Our exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit is represented by the contractual amount of those instruments. We use the same credit policies in making commitments as we do for on-balance-sheet instruments.


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer's creditworthiness on a case-by-case basis. As of March 31, 2011 , outstanding commitments to extend credit totaled approximately $200.9 million. Commitments under standby and performance letters of credit outstanding aggregated $3.8 million as of March 31, 2011 . We do not anticipate any losses as a result of these transactions.





Item 3. Quantitative and Qualitative Disclosures about Market Risk.


In general, market risk is the risk of change in asset values due to movements in underlying market rates and prices. Interest rate risk is the risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting MidWest One as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of our business activities.


In addition to interest rate risk, the current challenging economic environment, particularly the severe dislocations in the credit markets that prevailed throughout 2008, 2009, and 2010, and continued during the first three months of 2011 , has made liquidity risk (namely, funding liquidity risk) a more prevalent concern among financial institutions. In general, liquidity risk is the risk of being unable to fund an entity's obligations to creditors (including, in the case of banks, obligations to depositors) as such obligations become due and/or fund its acquisition of assets.


Liquidity Risk


Liquidity refers to our ability to fund operations, to meet depositor withdrawals, to provide for our customers' credit needs, and to meet maturing obligations and existing commitments. Our liquidity principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and our ability to borrow funds.


Net cash inflows from operating activities were $11.0 million in the first three months of 2011 , compared with $6.3 million in the three months of 2010 . Net income, depreciation, amortization and accretion were a source of inflow for the first three months of 2011 , as was a net change in accounts payable, accrued expenses, and other liabilities of $4.2 million .


Net cash outflows from investing activities were $37.2 million in the first three months of 2011 , compared to net cash inflows of $3.2 million in the comparable three -month period of 2010 . In the first three months of 2011 , securities transactions accounted for a net outflow of $39.5 million , and loans made to customers, net of collections, accounted for net outflows of $1.3 million . Cash inflows for loan pool participations were $3.7 million during the first three months of 2011 compared to a $1.5 million inflow during the same period of 2010 .


Net cash provided by financing activities in the first three months of 2011 was $29.3 million . The largest cash outflow from financing activities in the first three months of 2011 consisted of a $10.0 million net decrease in FHLB borrowings. The largest financing cash inflow during the three months ended March 31, 2011 was the $43.8 million net increase in deposits.


To further mitigate liquidity risk, the Bank has several sources of liquidity in place to maximize funding availability and increase the diversification of funding sources. The criteria for evaluating the use of these sources include - volume concentration (percentage of liabilities), cost, volatility, and the fit with the current Asset/Liability management plan. These acceptable sources of liquidity include:





40


---

Table of Contents


• Fed Funds Lines


• FHLB Borrowings


• Brokered Repurchase Agreements


• Federal Reserve Bank Discount Window


Fed Funds Lines:


Routine liquidity requirements are met by fluctuations in the Bank's Fed Funds position. The principal function of these funds is to maintain short-term liquidity. Unsecured Fed Funds purchased lines are viewed as a volatile liability and are not used as a long-term funding solution, especially when used to fund long-term assets. Multiple correspondent relationships are preferable and Fed Funds sold exposure to any one customer is continuously monitored. The current Fed Funds purchased limit is 10% of total assets, or the amount of established Fed Funds lines, whichever is smaller. Currently, the Bank has unsecured Fed Fund lines totaling $55 million, which are tested annually to ensure availability.


FHLB Borrowings:


FHLB borrowings provide both a source of liquidity and long-term funding for the Bank. Use of this type of funding is coordinated with both the strategic balance sheet growth projections and the current and future interest rate risk profile of the Bank. Factors that are taken into account when contemplating use of FHLB borrowings are the effective interest rate, the collateral requirements, community investment program credits, and the implications and cost of having to purchase incremental FHLB stock. Currently, the Bank has a $238.6 million of collateral pledged to the FHLB and $117.2 million in outstanding borrowings, leaving $118.1 million available for liquidity needs. These borrowings are secured by various real estate loans (residential, commercial and agricultural).


Brokered Repurchase Agreements:


Brokered repurchase agreements may be established with approved brokerage firms and banks. Repurchase agreements create rollover risk (the risk that a broker will discontinue the relationship due to market factors) and are not used as a long-term funding solution, especially when used to fund long-term assets. Collateral requirements and availability are evaluated and monitored. The current policy limit for brokered repurchase agreements is 10% of total assets. There were no outstanding brokered repurchase agreements at March 31, 2011 .


Federal Reserve Bank Discount Window:


The FRB Discount Window is another source of liquidity, particularly during difficult economic times. The Bank has a borrowing capacity with the Federal Reserve Bank of Chicago limited only by the amount of municipal securities pledged against the line. Currently, the Bank owns municipal securities with an approximate market value of $13.6 million pledged.


Interest Rate Risk


The nature of the banking business, which involves paying interest on deposits at varying rates and terms and charging interest on loans at other rates and terms, creates interest rate risk. As a result, net interest margin and earnings and the market value of assets and liabilities are subject to fluctuations arising from the movement of interest rates. We manage several forms of interest rate risk, including asset/liability mismatch, basis risk and prepayment risk. A key management objective is to maintain a risk profile in which variations in net interest income stay within the limits and guidelines of the Bank's Asset/Liability Management Policy.


Like most financial institutions, our net income can be significantly influenced by a variety of external factors, including: overall economic conditions, policies and actions of regulatory authorities, the amounts of and rates at which assets and liabilities reprice, variances in prepayment of loans and securities other than those that are assumed, early withdrawal of deposits, exercise of call options on borrowings or securities, competition, a general rise or decline in interest rates, changes in the slope of the yield-curve, changes in historical relationships between indices (such as LIBOR and prime), and balance sheet growth or contraction. Our asset and liability committee (ALCO) seeks to manage interest rate risk under a variety of rate environments by structuring our balance sheet and off-balance sheet positions in such a way that changes in interest rates do not have a large negative impact. The risk is monitored and managed within approved policy limits.


We use a third-party computer software simulation modeling program to measure our 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 and securities backed by mortgages, the slope of the Treasury yield curve, the rates and volumes of our deposits, and the rates and volumes of our loans. This analysis measures the estimated change in net interest income in the event of hypothetical changes in interest rates. The following table presents our projected changes in net interest income for the various interest rate shock levels at March 31, 2011 and December 31, 2010 .


41


---

Table of Contents


Analysis of Net Interest Income Sensitivity  Immediate Change in Rates-200-100+100+200(dollars in thousands)March 31, 2011Dollar change$859$1,289$(1,595)$(2,150)Percent change1.7%2.6%(3.2)%(4.3)%December 31, 2010Dollar change$1,459$1,297$(1,275)$(1,610)Percent change3.0%2.7%(2.6)%(3.3)%


As shown above, at March 31, 2011 , the effect of an immediate and sustained 200 basis point increase in interest rates would decrease our net interest income by approximately $2.2 million . The effect of an immediate and sustained 200 basis point decrease in rates would increase our net interest income by approximately $0.9 million . In a rising rate environment, our interest-bearing liabilities would reprice more quickly than interest-earning assets, thus reducing net interest income. Conversely, a decrease in interest rates would result in an increase in net interest income as interest-bearing liabilities would decline more rapidly than interest-earning assets. In the current low interest rate environment, model results of a 200 basis point drop in interest rates are of questionable value as many interest-bearing liabilities and interest-earning assets cannot re-price significantly lower than current levels.


Computations of the prospective effects of hypothetical interest rate changes were based on numerous assumptions. Actual values may differ from those projections set forth above. Further, the computations do not contemplate any actions we could have undertaken in response to changes in interest rates.





Item 4. Controls and Procedures.


Disclosure Controls and Procedures


Under supervision and with the participation of certain members of our management, including our chief executive officer and chief financial officer, we completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in SEC Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2011 . Based on this evaluation, our chief executive officer and chief financial officer believe that the disclosure controls and procedures were effective as of the end of the period covered by this Report with respect to timely communication to them and other members of management responsible for preparing periodic reports and material information required to be disclosed in this Report as it relates to the Company and our consolidated subsidiaries.


The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. As a result, there can be no assurance that our disclosure controls and procedures will prevent all errors or fraud or ensure that all material information will be made known to appropriate management in a timely fashion. By their nature, our or any system of disclosure controls and procedures can provide only reasonable assurance regarding management's control objectives.


Changes in Internal Control over Financial Reporting


There was no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





42


---

Table of Contents


Cautionary Note Regarding Forward-Looking Statements


Statements made in this Report contain certain “forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995. We and our authorized representatives may, from time to time, make written or oral statements that are “forward-looking” and provide information other than historical information.  These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These factors include, among other things, the factors listed below.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as “believe”, “expect”, “anticipate”, “should”, “could”, “would”, “plans”, “intend”, “project”, “estimate', “forecast”, “may” or similar expressions.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements.  Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Additionally, we undertake no obligation to update any statement in light of new information or future events, except as required under federal securities law.


Factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) credit quality deterioration or pronounced and sustained reduction in real estate market values could cause an increase in the allowance for credit losses and a reduction in net earnings; (2) our management's ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of our net interest income; (3) changes in the economic environment, competition, or other factors that may affect our ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan portfolio and loan and deposit pricing; (4) fluctuations in the value of our investment securities; (5) governmental monetary and fiscal policies; (6) legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators (particularly with respect to the Dodd-Frank Act and the extensive regulations to be promulgated thereunder), and changes in the scope and cost of Federal Deposit Insurance Corporation insurance and other coverages; (7) the ability to attract and retain key executives and employees experienced in banking and financial services; (8) the sufficiency of the allowance for loan losses to absorb the amount of actual losses inherent in our existing loan portfolio; (9) our ability to adapt successfully to technological changes to compete effectively in the marketplace; (10) credit risks and risks from concentrations (by geographic area and by industry) within our loan portfolio; (11) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our markets or elsewhere or providing similar services; (12) the failure of assumptions underlying the establishment of allowances for loan losses and estimation of values of collateral and various financial assets and liabilities; (13) volatility of rate-sensitive deposits; (14) operational risks, including data processing system failures or fraud; (15) asset/liability matching risks and liquidity risks; (16) the risks of mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (17) the costs, effects and outcomes of existing or future litigation; (18) changes in general economic or industry conditions, nationally or in the communities in which we conduct business; (19) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board; and (20) other risk factors detailed from time to time in SEC filings made by the Company.





PART II – OTHER INFORMATION


Item 1. Legal Proceedings.


The Company and its subsidiaries are from time to time parties to various legal actions arising in the normal course of business. We believe that there are no threatened or pending proceedings against the Company or its subsidiaries, which, if determined adversely, would have a material adverse effect on the business or financial condition of the Company.





Item 1A. Risk Factors.


There have been no material changes from the risk factors set forth in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the period ended December 31, 2010 .  Please refer to that section of our Form 10-K for disclosures regarding the risks and uncertainties related to our business.








43


---

Table of Contents


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


We did not repurchase any of our equity securities during the quarter covered by this report. As of March 31, 2011 , we did not have in effect an approved share repurchase program.


As discussed above, on February 6, 2009, we consummated the sale of $16.0 million of senior preferred stock to the Treasury pursuant to the Capital Purchase Program. The terms of the senior preferred stock place certain restrictions on our ability to pay dividends on our common stock. First, no dividends on our common stock may be paid unless all accrued dividends on Treasury's senior preferred stock have been paid in full. Second, until the third anniversary of the date of Treasury's investment, we may not increase the dividends paid on its common stock beyond $0.1525 per share without first obtaining the consent of Treasury.





Item 3. Defaults Upon Senior Securities.


None.





Item 4. [Removed and Reserved].





Item 5. Other Information.


None.





Item 6. Exhibits.


ExhibitNumberDescriptionIncorporated by Reference to:31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)Filed herewith31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)Filed herewith32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed herewith


44


---

Table of Contents


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.





MIDWESTONEFINANCIALGROUP, INC.Dated:May 5, 2011By:/s/ CHARLESN. FUNKCharles N. FunkPresident and Chief Executive OfficerBy:/s/ GARYJ. ORTALEGary J. OrtaleExecutive Vice President and Chief Financial Officer





45