<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------------- ---------------
Commission file number 0-21687
IFB HOLDINGS, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 43-1760023
--------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
522 Washington Street, Chillicothe, Missouri 64601
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 646-3733
--------------
Securities Registered Pursuant to Section 12(b) of the Act:
None
----
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of class)
Indicate by check mark whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form-10KSB. [X]
The registrant's revenues for the fiscal year ended June 30, 1997 were $4.1
million.
The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the average of the bid and asked prices
of such stock on the National Daily Quotation System Pink Sheets as of
September 23, 1997, was $6.5 million. (The exclusion from such amount of the
market value of the shares owned by any person shall not be deemed an admission
by the registrant that such person is an affiliate of the registrant.)
As of September 23, 1997, there were issued and outstanding 592,523 shares
of the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and III of Form 10-KSB - Annual Report to Stockholders for the
fiscal year ended June 30, 1997.
Part III of Form 10-KSB - Proxy Statement for 1997 Annual Meeting of
Stockholders.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
IFB Holdings, Inc. (the "Company") was organized in October 1996 for the purpose
of serving as a holding company for Investors Federal Bank and Savings
Association (the "Bank") upon its conversion from mutual to stock form, and of
Investors Federal Bank, National Association following the conversion from a
thrift to a national bank. On December 30, 1996, the Company closed its public
offering for 592,523 shares of its common stock and acquired the Bank as part of
the Bank's conversion from a mutual to a stock chartered federal savings bank.
Approximately 50% of the net conversion proceeds were retained by the Company.
The Company is subject to regulation by the Federal Reserve Bank and the
Securities and Exchange Commission. The business of the Company consists
primarily of the business of the Bank.
The Bank was originally chartered as a federal savings association in 1934 under
the name Chillicothe Federal Savings and Loan Association. In 1974, the Bank
changed its name to Investors Federal Savings and Loan Association, and in 1988
the Bank changed its name to Investors Federal Bank and Savings Association. On
December 30, 1996, the Bank completed its conversion from a mutual to a stock
charter. The Bank converted to a National Bank on January 30, 1997, and changed
its name to Investors Federal Bank, National Association.
The executive offices of the Company and the Bank are located at 522 Washington
Street, Chillicothe, Missouri 64601. The telephone number at that address is
(816) 646-3733.
The Bank has been, and intends to continue to be, a community-oriented financial
institution offering selected financial services to meet the needs of the
communities it serves. The Bank attracts deposits from the general public and
historically has used such deposits, together with other funds, to originate and
purchase one- to four-family residential mortgage loans, and to originate non-
residential real estate loans (primarily farm loans), and consumer loans
consisting primarily of loans secured by automobiles. In addition, in recent
years, the Bank has expanded its loan portfolio by purchasing SBA-guaranteed
loans and FHA-insured Title I home improvement loans. Because of the limited
lending opportunities in its local market area and to the extent adjustable-rate
one- to four-family residential mortgage loans are unavailable for purchase at
attractive yields, the Bank also invests in mortgage-backed securities and other
investment securities.
MARKET AREA AND COMPETITION
The Bank conducts its operations through its main office in Chillicothe and
branch offices in Hamilton and Gallatin, Missouri. The Bank's offices are
located in the northwest part of Missouri, approximately 95 miles northeast of
Kansas City and approximately 60 miles south of the Iowa-Missouri state line.
The Bank's market area is changing primarily from an agrarian economy into a
subregional manufacturing and distribution center. The major employers in the
Bank's market area are Donaldson Company, Lambert Manufacturing, Midwest Gloves
Corporation, SEMCO, the Department of Corrections, the local school districts,
Wire Rope Corp. of America, Landmark Metal Fabricating and Hamilton Hillcrest.
The Bank faces significant competition in attracting deposits and originating
loans. This competition arises, with respect to originating loans, from
mortgage bankers and to a lesser extent from commercial banks, savings
institutions and credit unions, and with respect to attracting deposits, from
securities firms and mutual funds and from other financial institutions in its
market area. In Livingston, Caldwell and Daviess Counties, where the Bank's
three offices are located, there are ten commercial banks, in
1
<PAGE>
addition to the Bank.
LENDING ACTIVITIES
GENERAL. The Bank has emphasized and, subject to market conditions, will
continue to emphasize the origination and purchase of one- to four-family
residential mortgage loans. In recent years, subject to market conditions, the
Bank has emphasized the origination and purchase of ARM loans and shorter-term
fixed-rate residential mortgage loans. At June 30, 1997, the Bank's portfolio
of one- to four-family residential mortgage loans totaled $23.4 million, or
77.4% of total loans. The Bank also originates loans secured by farm residences
and combinations of farm residences and farm real estate. At June 30, 1997, the
non-residential real estate portfolio (consisting principally of farm loans)
totaled $1.7 million, or 5.7% of total loans, all of which were secured by
properties located in the Bank's market area. The Bank's non-mortgage loans
consist primarily of automobile loans, all of which are direct originations
(i.e., not through a dealer), SBA-guaranteed loans and FHA-insured Title I home
improvement loans.
Under OCC regulations, a national bank's loans-to-one borrower limit is
generally limited to the greater of 15% of unimpaired capital and surplus or
$500,000. At June 30, 1997, the maximum amount which the Bank could have lent
under this limit to any one borrower and the borrower's related entities was
approximately $918,000. At June 30, 1997, the Bank had no loans or groups of
loans to related borrowers with outstanding balances in excess of this amount.
The Bank's largest lending relationship at June 30, 1997 was four loans to an
individual borrower aggregating $437,000 and secured by one-to four- family
residential rental properties. At June 30, 1997, these loans were performing in
accordance with their terms.
LOAN PORTFOLIO COMPOSITION. Set forth below is data relating to the composition
of the Bank's loan portfolio by type of loans as of the dates indicated.
<TABLE>
<CAPTION>
At June 30,
---------------------------------------------------------------------------
1997 1996 1995
----------------------- ----------------------- -----------------------
Amount Percent Amount Percent Amount Percent
---------- ---------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate loans:
------------------
One- to four-family.................. $ 23,386 77.35% $ 22,798 79.49% $ 21,020 79.63%
Non-residential real estate.......... 1,729 5.72 1,955 6.81 1,874 7.10
Commercial........................... 471 1.56 369 1.29 409 1.55
---------- ---------- ---------- ---------- ---------- ----------
Total real estate loans.......... 25,586 84.63 25,122 87.59 23,303 88.28
---------- ---------- ---------- ---------- ---------- ----------
Consumer and other loans:
- -------------------------
Automobile........................... 1,669 5.52 1,365 4.76 1,298 4.92
SBA guaranteed....................... 971 3.21 982 3.42 993 3.76
Home improvement-FHA................. 1,202 3.98 437 1.52 - -
Savings account...................... 395 1.30 341 1.19 364 1.38
Other................................ 410 1.36 434 1.52 440 1.66
---------- ---------- ---------- ---------- ---------- ----------
Total consumer and other loan.... 4,647 15.37 3,559 12.41 3,095 11.72
---------- ---------- ---------- ---------- ---------- ----------
Total loans...................... 30,233 100.00% 28,681 100.00% 26,398 100.00%
========== ========== ==========
Less:
- -----
Loans in process.................... (1) (5) (8)
Deferred fees and origination costs.. 15 36 31
Allowance for losses................. (285) (283) (81)
---------- ---------- ----------
Total loans receivable, net.......... $ 29,962 $ 28,429 $ 26,340
========== ========== ==========
</TABLE>
2
<PAGE>
The following table shows the composition of the Bank's loan portfolio by fixed-
and adjustable-rates at the dates indicated.
<TABLE>
<CAPTION>
At June 30,
---------------------------------------------------------------------------
1997 1996 1995
----------------------- ----------------------- -----------------------
Amount Percent Amount Percent Amount Percent
---------- ---------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Fixed-Rate Loans:
- -----------------
Real estate:
One- to four-family........... $ 4,281 14.16% $ 4,180 14.58% $ 3,784 14.34%
Commercial.................... 438 1.45 369 1.28 409 1.55
Non-residential............... 212 .70 317 1.11 424 1.60
---------- ---------- ---------- ---------- ---------- ----------
Total real estate loans...... 4,931 16.31 4,866 16.97 4,617 17.49
Consumer and other............ 3,681 12.18 2,530 8.82 2,081 7.88
---------- ---------- ---------- ---------- ---------- ----------
Total fixed-rate loans....... 8,612 28.49 7,396 25.79 6,698 25.37
---------- ---------- ---------- ---------- ---------- ----------
Adjustable-Rate Loans:
- ----------------------
Real estate:
One- to four-family........... 19,105 63.19 18,618 64.91 17,236 65.30
Commercial.................... 33 .11 - - - -
Non-residential............... 1,517 5.02 1,638 5.71 1,450 5.49
---------- ---------- ---------- ---------- ---------- ----------
Total real estate loans...... 20,655 68.32 20,256 70.62 18,686 70.79
Consumer and other............ 966 3.19 1,029 3.59 1,014 3.84
---------- ---------- ---------- ---------- ---------- ----------
Total adjustable-rate loans.. 21,621 71.51 21,285 74.21 19,700 74.63
---------- ---------- ---------- ---------- ---------- ----------
Total loans.................. 30,233 100.00% 28,681 100.00% 26,398 100.00%
========== ========== ==========
Less:
- -----
Loans in process.............. (1) (5) (8)
Deferred fees and
origination costs............ 15 36 31
Allowance for loan losses..... (285) (283) (81)
---------- ---------- ---------
Total loans receivable, net.. $ 29,962 $ 28,429 $ 26,340
========== ========== =========
</TABLE>
ONE- TO FOUR-FAMILY MORTGAGE LOANS. The Bank's primary lending activity is the
origination for its portfolio of one- to four-family, owner-occupied,
residential mortgage loans secured by property located in the Bank's market
area. Loans are generated through the Bank's marketing efforts, its existing
customers and referrals, real estate brokers, builders and local businesses. The
Bank generally has limited its real estate loan originations to the financing of
properties located within its market area, although it has from time to time in
the past purchased loans secured by properties located outside of its market
area. The average principal balance of the loans in the Bank's one- to four-
family residential mortgage loan portfolio was approximately $32,500 at June 30,
1997. At June 30, 1997, the Bank had $23.4 million, or 77.4% of its total loan
portfolio, invested in mortgage loans secured by one- to four-family residences.
The Bank originates fixed-rate residential one- to four-family loans with terms
of up to 20 years. As of June 30, 1997, $4.3 million, or 14.2% of the Bank's
loan portfolio, consisted of fixed-rate residential one- to four-family loans.
The Bank's fixed-rate mortgage loans amortize monthly with principal and
interest due each month. Residential real estate loans often remain outstanding
for significantly shorter periods than their contractual terms because borrowers
may refinance or prepay loans at their option.
The Bank also offers ARM loans for terms ranging up to 30 years. The Bank
currently offers ARM loans that adjust every year, with interest rate adjustment
limitations up to two percentage points per year
3
<PAGE>
and up to six percentage points over the life of the loan; however, a majority
of the ARM loans in the Bank's portfolio have adjustment limitations of one
percentage point per year and five percentage points over the life of the loan.
Additionally, the Bank offers ARM loans that adjust annually after an initial
lock-in term of three or five years has expired. In a rising interest rate
environment, such rate limitations may prevent ARM loans from repricing to
market interest rates, which would have an adverse effect on net interest
income. The Bank has used different interest indices for ARM loans in the past,
and currently uses the one year U.S. Treasury Index adjusted to a constant
maturity, with margins of 300-325 basis points for agency conforming ARM loans.
ARM loans secured by residential one- to four-family real estate totaled $19.1
million, or 63.2% of the Bank's total loan portfolio at June 30, 1997. The
origination of fixed-rate mortgage loans versus ARM loans is monitored on an
ongoing basis and is affected significantly by the level of market interest
rates, customer preference, the Bank's interest rate gap position and loan
products offered by the Bank's competitors. During fiscal year 1997, the Bank
originated $1.8 million in fixed-rate residential mortgage loans and $3.2
million of ARM loans. During fiscal year 1996, the Bank originated $2.1 million
of fixed-rate residential mortgage loans and $3.1 million of ARM loans. During
fiscal year 1995, the Bank originated $596,000 of fixed-rate residential
mortgage loans and $3.0 million of ARM loans.
Regulations limit the amount that a bank may lend relative to the appraised
value of the real estate securing the loan, as determined by an appraisal at the
time of loan origination. Such regulations permit a maximum loan-to-value
("LTV") ratio of 95% for residential property (and 100% for loans guaranteed by
the Veterans Administration) and 90% for all other real estate loans. The
Bank's lending policies, however, generally limit the maximum LTV ratio of 80%
of the lesser of the appraised value or the purchase price of the property
securing the loan in the case of loans secured by one- to four-family owner-
occupied properties. On conventional one- to four-family loans, the Bank will
lend up to a 95% LTV ratio; however, loans with LTV ratios in excess of 80% may
require private mortgage insurance and loans with LTV ratios in excess of 90%,
with rare exceptions, require private mortgage insurance or additional readily
marketable collateral.
When underwriting residential real estate loans, the Bank reviews each loan
applicant's employment, income and credit history. The Bank's policy is to
obtain credit reports and financial statements on all borrowers and guarantors.
Properties securing real estate loans are appraised by the Bank's employees.
Appraisals are subsequently reviewed by the Bank's Chief Lending Officer and the
Loan Committee, as applicable. Management believes the stability of income,
past credit history and adequacy of the proposed security are integral parts in
the underwriting process. Generally, the applicant's total monthly mortgage
payment, including all escrow amounts, is limited to 25 percent of the
applicant's total monthly income. In addition, total monthly obligations of the
applicant, including mortgage payments, should not generally exceed 33% of total
monthly income. Written appraisals are always required on real estate property
offered to secure an applicant's loan. The Bank requires fire and casualty
insurance on all properties securing real estate loans, as well as title
insurance or a certified abstract and written attorney's title opinion.
NON-RESIDENTIAL REAL ESTATE LENDING. The Bank originates loans secured by farm
residences and combinations of farm residences and farm real estate. At June
30, 1997, the non-residential real estate portfolio totaled $1.7 million, or
5.7% of total loans, all of which were secured by properties located in the
Bank's market area. The principal balance of such loans in the Bank's portfolio
ranged from approximately $6,000 to $245,000 at June 30, 1997. Non-residential
real estate mortgage loans are generally made for terms of 15 to 20 years.
Loans secured by farm real estate generally involve greater risks than one- to
four-family residential mortgage loans. Payments on loans secured by such
properties may, in some instances, be dependent on farm income from the
properties. To address this risk, applicants may be required to provide income
projections for the coming year as well as a five-year history on past
production from the farm securing
4
<PAGE>
the loan. The Bank also evaluates the cash flow from the farm securing the
loan, and the Bank's analysis of such cash flow data is an important part of the
underwriting decision. Nonetheless, such loans are more difficult to evaluate.
If the estimate of value proves to be inaccurate, the Bank may be confronted
with a property the value of which is insufficient to assure full repayment in
the event of default and foreclosure. The Bank seeks to minimize these risks in
a variety of ways, including limiting the size of such loans, limiting the
maximum loan to value ratio to 75% and strictly scrutinizing the financial
condition of the borrower and the quality of the collateral securing the loan.
All of the properties securing the Bank's nonresidential real estate mortgage
portfolio are inspected and appraised by the Bank's lending personnel before the
loan is made.
COMMERCIAL REAL ESTATE LENDING. The Bank occasionally originates loans secured
by commercial real estate. At June 30, 1997, $471,000, or 1.6%, of the Bank's
loan portfolio consisted primarily of one commercial real estate loan, which
represented a purchased participation in a commercial real estate loan secured
by a nursing home located in St. Peters, Missouri, a suburb of St. Louis. At
June 30, 1997, this loan was performing according to its terms.
Commercial real estate loans originated or purchased by the Bank may be either
fixed- or adjustable-rate loans with terms to maturity and amortization
schedules of up to 30 years. Commercial real estate loans are written in
amounts of up to 80% of the lesser of the appraised value of the property or the
sales price.
Appraisals on properties which secure commercial real estate loans are performed
by the Bank's employees or an independent appraiser designated by the Bank
before the loan is made. All appraisals on commercial real estate loans are
reviewed by the Bank's management. In underwriting such loans, the Bank
primarily considers the cash flows generated by the real estate to support the
debt service, the financial resources and income level of the borrower and the
Bank's experience with the borrower. In addition, the Bank's underwriting
procedures require verification of the borrower's credit history, an analysis of
the borrower's income, financial statements and banking relationships, a review
of the borrower's property management experience and references, and a review of
the property, including cash flow projections and historical operating results.
The Bank seeks to ensure that the property securing the loans will generate
sufficient cash flow to adequately cover operating expenses and debt service
payments.
Commercial real estate lending affords the Bank an opportunity to receive
interest at rates higher than those generally available from one- to four-family
residential lending. Nevertheless, loans secured by such properties are
generally larger, more difficult to evaluate and monitor and, therefore
generally, involve a greater degree of risk than one- to four-family residential
mortgage loans. Because payments on loans secured by commercial real estate are
often dependent on the successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real estate
market or the economy. If the cash flow from the project is reduced, the
borrower's ability to repay the loan might be impaired. The Bank has attempted
to minimize these risks by lending primarily to the ultimate user of the
property or on existing income-producing properties.
CONSUMER AND OTHER LENDING. Investors Federal originates a limited variety of
consumer loans, primarily direct automobile loans. The Bank currently
originates substantially all of its consumer loans in its primary market area.
The Bank also occasionally purchases consumer and other loans originated by
other financial institutions. Such purchased loans include adjustable rate
loans guaranteed by the SBA and FHA insured Title I home improvement loans.
The primary component of the Bank's consumer loan portfolio consists of
automobile loans secured by both new and used cars and light trucks. The Bank
originates automobile loans on a direct basis, where the Bank extends credit
directly to the borrower. The Bank's automobile loans generally have
5
<PAGE>
terms that do not exceed five years and carry a fixed-rate of interest.
Generally loans on new vehicles are made in amounts up to 80% of cost and loans
on used vehicles are made in amounts up to 90% of the vehicles' "Black Book"
value, as published by the Hearst Business Media Corporation. Collision and
comprehensive insurance coverage is required on all automobile loans.
The Bank also purchases FHA home improvement loans, which are fixed-rate with
terms ranging from one to fifteen years. Principal and interest payments on
such loans are 100% guaranteed to investors, such as the Bank, by the Department
of Housing and Urban Development, a department of the United States Government.
At June 30, 1997, the Bank's purchased FHA home improvement loan portfolio
consisted of four FHA loan packages, with fixed rates ranging between 9.25%-
10.25% in the aggregate amount of $1.2 million, representing 4% of the Bank's
total loan portfolio.
The Bank also purchases adjustable rate loans guaranteed by the SBA, an
independent agency of the Federal Government. Such loans are generally
originated by financial institutions to small- and medium-sized businesses, with
interest rates that adjust monthly or quarterly based on the prime rate. SBA-
guaranteed loans generally have terms ranging from seven to 25 years depending
on the use of the proceeds. The principal and interest on such loans is 90%
insured by the Small Business Administration and the Bank has limited its
purchases to the guaranteed portion of such loans. Such loans are generally
sold at a premium to par value primarily due to the SBA's guarantee. As of June
30, 1997, the Bank's purchased SBA-guaranteed loan portfolio consisted of three
loans in the aggregate amount of $971,000, representing 3.2% of the Bank's total
loan portfolio.
Finally, the Bank has originated a small number of loans for the purchase of
farm equipment. Such loans are generally secured by chattel and equipment and
generally are originated as fixed-rate loans with terms of less than five years.
Consumer loans vary according to the type and value of collateral, length of
contract and creditworthiness of the borrower. The underwriting standards
employed by the Bank for originated consumer loans include an application, a
determination of the applicant's payment history on other debts and an
assessment of ability to meet existing obligations and payments on the proposed
loan. Although creditworthiness of the applicant is a primary consideration, the
underwriting process also includes a comparison of the value of the security, if
any, in relation to the proposed loan amount.
Consumer loans entail greater credit risk than do residential mortgage loans,
particularly in the case of consumer loans which are unsecured or are secured by
rapidly depreciable assets, such as automobiles. Further, any repossessed
collateral for a defaulted consumer loan may not provide an adequate source of
repayment of the outstanding loan balance as a result of the greater likelihood
of damage, loss or depreciation. In addition, consumer loan collections are
dependent on the borrower's continuing financial stability, and thus are more
likely to be affected by adverse personal circumstances. Furthermore, the
application of various federal and state laws, including bankruptcy and
insolvency laws, may limit the amount which can be recovered on such loans. At
June 30, 1997, $21,000 in consumer loans were non-performing. There can be no
assurances, however, that delinquencies will not increase in the future.
6
<PAGE>
LOAN MATURITY SCHEDULE
The following schedule illustrates the contractual maturity and weighted average
rates of the Bank's total loan portfolio at June 30, 1997. Mortgages which have
adjustable or renegotiable interest rates are shown as maturing in the period
during which the contract is due. The schedule does not reflect the effects of
scheduled payments, possible prepayments or enforcement of due-on-sale clauses.
The total amounts of loans due after June 30, 1997 that have predetermined
interest rates is $8.6 million, and that have floating or adjustable rates is
$21.6 million.
<TABLE>
<CAPTION>
Nonesidential Real
One- to Four Family Estate & Commercial Consumer and Other Total
------------------- ------------------- ------------------- -------------------
Weighted Weighted Weighted Weighted
Average Average Average Average
Amount Rate Amount Rate Amount Rate Amount Rate
-------- -------- -------- -------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Due During Years Ending June 30,
- --------------------------------
1998 (1).......................... $ 138 7.87% $ 71 9.00% $ 583 9.09% $ 792 8.86%
1999.............................. 189 8.46 44 9.80 423 10.61 656 9.94
2000.............................. 264 8.88 26 9.13 570 9.49 860 9.29
2001 and 2002..................... 1,122 8.62 23 9.46 681 9.30 1,826 8.89
2003 to 2007...................... 3,548 8.66 962 10.18 1,296 9.28 5,806 9.05
2008 to 2022...................... 14,158 8.44 1,074 8.69 1,089 7.11 16,321 8.37
2023 and following................ 3,967 7.69 - - 5 7.76 3,972 7.69
-------- -------- -------- --------
$ 23,386 8.40% $ 2,200 9.48% $ 4,647 10.02% $ 30,233 8.51%
======== ======== ======== ========
</TABLE>
________________________
(1) Includes demand loans, loans having no stated maturity and overdraft loans.
7
<PAGE>
ORIGINATION, PURCHASES AND SALES OF LOANS
Loan originations are developed from continuing business with depositors and
borrowers, soliciting realtors, builders, walk-in customers and third-party
sources. The Board of Directors of the Bank has authorized certain officers to
originate loans within specified underwriting limits. Specifically, Bank
officers may originate loans secured by single-family, owner occupied residences
up to $100,000 (based on a 60% LTV ratio), up to $87,500 (based on a 70% LTV
ratio), up to $82,500 (based on a 75% LTV ratio), up to $80,000 (based on an 80%
LTV ratio), and up to $72,000 (based on a 90% LTV ratio). All loans over
$100,000 require action by the Bank's Loan Committee and all loans originated
over a 90% LTV ratio require action by the Bank's Loan Committee. In addition,
the full Board of Directors meets monthly to review all real estate loans made
by officers of the Bank.
While the Bank originates both adjustable-rate and fixed-rate loans, its ability
to originate loans to a certain extent is dependent upon the relative customer
demand for loans in its market, which is affected by the interest rate
environment, among other factors. For fiscal year 1997, the Bank originated
$4.7 million in fixed-rate loans and $3.5 million in adjustable-rate loans.
In order to supplement local loan demand, the Bank also has purchased loans in
the secondary mortgage market. These loans have consisted of one- to four-
family residential mortgage loans secured by property located in the State of
Missouri, although the Bank's purchased loan portfolio includes seasoned one- to
four-family residential mortgage loans secured by collateral located outside
Missouri. At June 30, 1997, $7.2 million, or 23%, of the Bank's total loan
portfolio consisted of purchased one-to four-family residential mortgage loans.
During the year ended June 30, 1997, the Bank purchased $1.7 million in one- to
four-family residential mortgage loans, all of which were collateralized by
properties located in the State of Missouri.
The Bank generally does not sell in the secondary mortgage market residential
mortgage loans that it originates. In the years ended June 30, 1997 and 1996,
the Bank did not sell any originated mortgage loans; in the year ended June 30,
1995, the Bank sold $80,000 in one- to four-family residential mortgage loans.
The fixed rate residential one- to four-family mortgage loans originated by the
Bank are generally underwritten in conformity with the criteria established by
the FHLMC.
8
<PAGE>
Set forth below is a table showing the Bank's loan originations, purchases,
sales and repayments for the periods indicated.
<TABLE>
<CAPTION>
Years Ended June 30,
-------------------------
1997 1996 1995
------- ------- -------
(In Thousands)
<S> <C> <C> <C>
Originations by Type:
- ---------------------
Adjustable rate:
Real estate - one- to four-family........... $3,172 $3,068 $3,031
- non-residential............... 119 516 191
Non-real estate - consumer and commercial... 200 - 24
------ ------ ------
Total adjustable-rate.............. 3,491 3,584 3,246
------ ------ ------
Fixed rate:
Real estate - one- to four-family........... 1,848 2,144 596
- non-residential............... 65 - 365
-commercial..................... 35 - -
Non-real estate - consumer and other........ 2,755 3,440 3,454
------ ------ ------
Total fixed-rate......................... 4,703 5,584 4,415
------ ------ ------
Total loans originated................... 8,194 9,168 7,661
------ ------ ------
Purchases:
- ----------
Real estate - one- to four-family............ 1,655 2,292 3,651
- commercial..................... - - -
Non-real estate - consumer................... 904
------ ------ ------
Total loans purchased..................... 2,559 2,292 3,651
------ ------ ------
Sales and Repayments:
- ---------------------
Real estate - one- to four-family............ - - 80
------ ------ ------
Total loans sold......................... - - 80
Principal repayments......................... 9,197 9,166 7,703
------ ------ ------
Total reductions....................... 9,197 9,166 7,783
Increase (decrease) in other items, net....... (3) (11) (11)
------ ------ ------
Net increase (decrease)................ $1,552 $2,283 $3,518
====== ====== ======
</TABLE>
ASSET QUALITY
The Bank's collection procedures provide that when a real estate loan is past
due 15 days, a delinquent notice is sent requesting payment. If a payment is
more that 30 days past due then personal contact is made by the collection
officer. If the deed of trust calls for a right-to-cure notice, then the
required notice is mailed by certified mail and regular mail when the loan
becomes 30 days past due. Personal contact is continued on all delinquent real
estate loans until the loan is completely current.
With respect to consumer loans, a delinquent notice is sent requesting payment
five days after the due date. If payment is not made by the 30th day after it
is due, the Bank sends a right to cure letter by certified mail and by regular
mail. If consumer loans are not resolved by 90 days, the account is put
9
<PAGE>
on non-accrual status and repossession and /or legal action is normally
initiated. Real estate loans of 60 days or more past due and consumer loans of
30 days or more past due are reported monthly to the Board of Directors. For
both consumer loans and real estate loans, the Bank officer has authority to
begin foreclosure and/or repossession procedures at any time he feels it
necessary or advisable. At June 30, 1997, the percentage of total loans
delinquent 90 days or more to total loans was .7% and the percentage of total
loans delinquent 60 to 89 days to total loans was 0.2%.
DELINQUENT LOANS AND NON-PERFORMING ASSETS. Loans are reviewed on a regular
basis and are placed on non-accrual status when, in the opinion of management,
the collection of additional interest is doubtful. Mortgage and consumer loans
are placed on non-accrual status when principal is 90 days or more past due.
Interest accrued and unpaid at the time a loan is placed on non-accrual status
is charged against interest income. The loan will remain on non-accrual status
until the loan is brought current.
Real estate acquired through foreclosure or by deed-in-lieu of foreclosure is
classified as real estate owned until such time as it is sold. When real estate
owned is acquired, it is recorded at the lower of the unpaid principal balance
of the related loan, or its fair value, less estimated selling expenses. Any
further write-down of real estate owned is charged against earnings. At June
30, 1997, the Bank had no property classified as real estate owned.
The following table sets forth information with respect to the Bank's delinquent
loans at June 30, 1997.
<TABLE>
<CAPTION>
Loans Delinquent For
-----------------------------------------------------------------
60-89 Days 90 Days and Over Total Delinquent Loans
------------------------------ ------------------------------ ------------------------------
Percent Percent Percent
of Loan of Loan of Loan
Number Amount Category Number Amount Category Number Amount Category
-------- -------- -------- -------- -------- -------- -------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real Estate:
One- to four-family..... 1 $ 35 .15% 5 $ 57 .24% 6 $ 92 .39%
Nonresidential real
estate................. - - - 2 146 8.44 2 146 8.44
Consumer................ 4 12 .26 4 21 .45 8 33 .71
-------- -------- -------- -------- -------- --------
Total................ 5 $ 47 .16% 11 $ 224 .74% 16 $ 271 .90%
======== ======== ======== ======== ======== ========
</TABLE>
The following table sets forth information regarding non-performing loans at the
dates indicated. As of the dates indicated, the Bank had no material
restructured loans within the meaning of SFAS No. 15 and no real estate owned.
In addition, as of the dates indicated, the Bank had no accruing loans that were
delinquent more than 90 days. All loans over 90 days past due are classified as
non-accrual.
<TABLE>
<CAPTION>
At June 30,
---------------------
1997 1996 1995
----- ----- -----
(In thousands)
<S> <C> <C> <C>
Non-accruing loans:
One- to four-family $ 57 $ 25 $ 29
Nonresidential real estate............................... 146 93 -
Consumer................................................. 21 10 -
----- ----- -----
Total................................................... $ 224 $ 128 $ 29
===== ===== =====
Total non-accruing loans as a percentage to total assets.. .37% .24% .06%
===== ===== =====
</TABLE>
10
<PAGE>
For the year ended June 30, 1997, gross interest income which would have been
recorded had the non-accruing loans been current in accordance with their
original terms amounted to $16,671. The amount that was included in interest
income on such loans was $12,175 for the year ended June 30, 1997.
CLASSIFIED ASSETS. Federal regulations provide for the classification of loans
and other assets, such as debt and equity securities, considered by the OCC to
be of lesser quality, as "substandard," "doubtful" or "loss". An asset is
considered "substandard" if it is inadequately protected by the current net
worth and paying capacity of the obligor or the collateral pledged, if any.
"Substandard" assets include those characterized by the "distinct possibility"
that the insured institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard" with the added characteristic that
the weaknesses present make "collection or liquidation in full" on the basis of
currently existing facts, conditions and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible"
and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.
When an insured institution classifies problem assets as either substandard or
doubtful, it may establish general allowances for losses in an amount deemed
prudent by management. General allowances represent loss allowances which have
been established to recognize the inherent risk associated with lending
activities, but which, unlike specific allowances, have not been allocated to
particular problem assets. When an insured institution classifies problem
assets as "loss," it is required either to establish a specific allowance for
losses equal to 100% of that portion of the asset so classified or to charge-off
such amount. An institution's determination as to the classification of its
assets and the amount of its valuation allowances is subject to review by the
regulatory authorities, who may order the establishment of additional general or
specific loss allowances.
In connection with the filing of its periodic reports with the OCC and in
accordance with its classification of assets policy, the Bank reviews loans in
its portfolio quarterly to determine whether such assets require classification
in accordance with applicable regulations.
On the basis of management's review of its assets, at June 30, 1997, the Bank
had classified a total of $228,000 of its loans and other assets as follows:
<TABLE>
<CAPTION>
At June 30,
-----------------------
1997 1996 1995
----- ----- -----
(In thousands)
<S> <C> <C> <C>
Special Mention.......... $ - $ - $ -
Substandard.............. 210 378 194
Doubtful................. 16 - 3
Loss..................... 2 4 4
----- ----- -----
Total................. $ 228 $ 382 $ 201
===== ===== =====
General loss allowance... $ 285 $ 279 $ 77
===== =====
Specific loss allowance.. $ - $ 4 $ 4
===== ===== =====
Charge-offs.............. $ 3 $ 8 $ 9
===== ===== =====
</TABLE>
11
<PAGE>
OTHER LOANS OF CONCERN. In addition to the non-performing loans set forth in the
tables above, as of June 30, 1997, there were no loans classified by the Bank
with respect to which known information about the possible credit problems of
the borrowers or the cash flows of the security properties have caused
management to have some doubts as to the ability of the borrowers to comply with
present loan repayment terms and which may result in the future inclusion of
such items in the non-performing asset categories.
ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established through
a provision for loan losses based on management's evaluation of the risk
inherent in its loan portfolio and changes in nature and volume of its loan
activity, including those loans which are being specifically monitored by
management. Such evaluation, which includes a review of loans for which full
collectibility may not be reasonably assured, considers among other matters, the
loan classifications discussed above, the estimated fair value of the underlying
collateral, economic conditions, historical loan loss experience, the amount of
loans outstanding and other factors that warrant recognition in providing for an
adequate loan loss allowance.
Real estate properties acquired through foreclosure are recorded at the lower of
cost or fair value minus estimated cost to sell. If fair value at the date of
foreclosure is lower than the balance of the related loan, the difference will
be charged-off to the allowance for loan losses at the time of transfer.
Valuations are periodically updated by management and if the value declines, a
specific provision for losses on such property is established by a charge to
operations. At June 30, 1997, the Bank had no properties that were acquired
through foreclosure.
Although management believes that it uses the best information available to
determine the allowance, unforeseen market conditions could result in
adjustments and net earnings could be significantly affected if circumstances
differ substantially from the assumptions used in making the final
determination. Future additions to the Bank's allowance for loan losses will be
the result of periodic loan, property and collateral reviews and thus cannot be
predicted in advance. In addition, federal regulatory agencies, as an integral
part of the examination process, periodically review the Bank's allowance for
loan losses. Such agencies may require the Bank to increase the allowance based
upon their judgment of the information available to them at the time of their
examination. At June 30, 1997, the bank had a total allowance for loan losses
of $285,000, representing 127.2% of total non-performing loans and .94% of the
Bank's loans receivable, net.
The following table sets forth the allocation for loan losses by category at the
dates indicated:
<TABLE>
<CAPTION>
At June 30,
----------------------------------------------------------------------------------------------------
1997 1996 1995
------------------------------ ------------------------------ ------------------------------
Percent Percent Percent
of Loans of Loans Of Loans
Loan in Each Loan in Each Loan in Each
Amount of Amounts Category Amount of Amounts Category Amount of Amounts Category
Loan Loss by to Total Loan Loss by to Total Loan Loss by in Total
Allowance Category Loans Allowance Category Loans Allowance Category Loans
--------- -------- -------- --------- -------- -------- --------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
One- to four-family.......... $ 236 $ 23,386 77.35% $ 225 $ 22,798 79.49% $ 64 $ 21,020 79.63%
Commercial real estate ...... - 471 1.56 - 369 1.29 - 409 1.55
Non-residential real estate . 15 1,729 5.72 19 1,955 6.81 6 1,874 7.10
Consumer and other........... 34 4,647 15.37 39 3,559 12.41 11 3,095 11.72
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total....................... $ 285 $ 30,233 100.00% $ 283 $ 28,681 100.00% $ 81 $ 26,398 100.00%
======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
12
<PAGE>
The following table sets forth information with respect to the Bank's allowance
for loan losses for the periods indicated.
<TABLE>
<CAPTION>
As of June 30,
-------------------------------------
1997 1996 1995
--------- --------- ---------
(Dollars in Thousands)
<S> <C> <C> <C>
Balance at beginning of period................. $ 283 $ 81 $ 89
--------- --------- ---------
Charge-offs:
Consumer and other............................ (3) (11) (11)
Recoveries:
Consumer and other............................ 5 3 2
--------- --------- ---------
Net charge-offs................................ 2 (8) (9)
Additions charged to operations................ - 210 1
--------- --------- ---------
Balance at end of period....................... $ 285 $ 283 $ 81
========= ========= =========
Ratio of net charge-offs during the period to
average loans outstanding during the period... (.01%) .03% .04%
========= ========= =========
Ratio of net charge-offs during the period to
average non-performing assets................. (1.13%) 9.51% 11.38%
========= ========= =========
</TABLE>
INVESTMENT ACTIVITIES
GENERAL. National Banks have the authority to invest in types of assets
including U.S. Treasury obligations, securities of various federal agencies,
certain certificates of deposits of insured banks and savings institutions,
certain bankers' acceptances, repurchase agreements and federal funds. Subject
to various restrictions, national banks may also invest their assets in
commercial paper, investment grade corporate debt securities and mutual funds
whose assets conform to the investments that a national bank is otherwise
authorized to make directly.
The investment policy of the Bank, as established by the Board of Directors, is
to invest funds among various categories of investments and maturities based
upon the Bank's liquidity needs, asset/liability management policies, investment
quality, marketability and performance objectives.
MORTGAGE-BACKED SECURITIES. The Bank purchases mortgage-backed securities
primarily to supplement its lending activities, to generate positive interest
rate spreads on large principal balances with minimal administrative expense, to
lower the credit risk of the Bank as a result of the guarantees provided by
FHLMC, FNMA and GNMA and to generally assist in managing the interest rate risk
of the Bank. The Bank has invested primarily in federal agency securities,
principally FHLMC, FNMA, and GNMA obligations. In addition, the Bank invests in
collateralized mortgage obligations ("CMOs") and participations in Small
Business Administration pools. Included in the Bank's mortgage-backed securities
portfolio are real estate mortgage investment conduits which mature in 2007
through 2023 and have adjusting interest rates based on a variety of interest
rate indices. At June 30, 1997, the Bank's investment in mortgage-backed
securities totaled $18.5 million, or 30.7% of its total assets. At June 30,
1997, all of the Bank's mortgage-backed securities were classified as available-
for-sale. The portfolio had coupon rates ranging from 5% to 9.875% and had a
weighted average rate of 7.11% at June 30, 1997.
13
<PAGE>
On November 15, 1995, the FASB issued a FASB Special Report, "A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities." The Special Report allows for a "one-time
reclassification" of securities as of a single date between November 15, 1995
and December 31, 1995. In December 1995, the Bank reclassified approximately
$8.1 million of mortgage-backed securities from the held to maturity
classification to the available for sale classification. The estimated fair
value of the Bank's mortgage-backed securities available for sale at June 30,
1997, was $18.5 million.
The FHLMC, FNMA and GNMA certificates are modified pass-through mortgage-backed
securities that represent undivided interests in underlying pools of fixed-rate,
or certain types of adjustable-rate, single-family residential mortgages issued
by these government-sponsored entities. As a result, the interest rate risk
characteristics of the underlying pool of mortgages, i.e., fixed rate or
adjustable rate, as well as prepayment risk, are passed on to the certificate
holder. FHLMC provides the certificate holder a guarantee of timely payments of
interest and ultimate collection of principal, whether or not they have been
collected. GNMA's guarantee to the holder of timely payments of principal and
interest is backed by the full faith and credit of the United States Government.
FNMA is a private corporation chartered by Congress which guarantees the timely
payment of principal and interest on FNMA securities, which are indirect
obligations of the United States Government. At June 30, 1997, $4.1 million of
the Bank's CMOs and REMICs were guaranteed by FNMA or FHLMC, and the remaining
$509,000 of CMOs and REMICs were guaranteed by private mortgage insurance
companies.
Collateralized mortgage obligations include real estate mortgage investment
conduits, and are securities created by segregating or partitioning cash flows
from mortgage pass-through securities or from pools of mortgage loans. CMOs
provide a broad range of mortgage investment vehicles by tailoring cash flows
from mortgages to meet the varied risk and return preferences of investors.
CMOs are typically issued by a special purpose entity that may be organized in a
variety of legal forms, such as a trust, a corporation or a partnership. REMICs
may be sponsored by private issuers, such as mortgage bankers or money center
banks, or by U.S. Government agencies and government-sponsored entities. At
June 30, 1997, the Bank's portfolio of REMICs included an investment in the
Huntington Residential Mortgage Trust, which consists of a pool of fixed-rate
mortgage loans. At June 30, 1997, the aggregate book value and aggregate market
value of the Bank's investment in this security was $411,996. CMOs are
collateralized by mortgage loans or mortgage-backed securities that are
transferred to the CMO trust or pool by a sponsor. The issue is structured so
that collections from underlying collateral provide a cash flow to make
principal and interest payment on the obligation, or "tranches," of the issuer.
The Bank's investment in CMOs is in the fixed rate classes with scheduled
repayments and weighted average lives ranging up to five years at the time of
purchase, and in the floating rate classes which reset monthly based on the
applicable index.
Mortgage-backed securities generally yield less than the loans that underlie
such securities because of the cost of payment guarantees and credit
enhancements. In addition, mortgage-backed securities are usually more liquid
than individual mortgage loans and may be used to collateralize certain
liabilities and obligations of the Bank. These types of securities also permit
the Bank to optimize its regulatory capital because they have low risk
weighting.
OCC Banking Circular 228 requires that institutions classify mortgage derivative
products acquired, including REMICs and certain tranches of CMOS, as "high-risk
mortgage derivatives: if such products exhibit greater price volatility than a
bench mark fixed-rate 30-year mortgage-backed pass-through security.
Institutions may only hold high-risk mortgage securities to reduce interest-rate
risk in accordance with safe and sound practices and must also not have any
securities that would be identified under OCC Banking Circular 228 as "high-risk
mortgage securities." The Bank also evaluates its mortgage-backed securities
portfolio annually for compliance with applicable regulatory requirements,
including testing for identification of high risk investments pursuant to
Federal Financial Institutions
14
<PAGE>
Examination Council standards.
Of the Bank's $18.5 million mortgage-backed securities portfolio at June 30,
1997, substantially all had contractual maturities over six years. The actual
maturity of a mortgage-backed security may be less than its stated maturity due
to prepayments of the underlying mortgages. Prepayments that are faster than
anticipated may shorten the life of the security and may result in a loss of any
premiums paid and thereby reduce the net yield on such securities. Although
prepayments of underlying mortgages depend on many factors, including the type
of mortgages, the coupon rate, the age of mortgages, the geographical location
of the underlying real estate collateralizing the mortgages and general levels
of market interest rates, the difference between the interest rates on the
underlying mortgages and the prevailing mortgage interest rates generally are
the most significant determinant of the rate of prepayments. During periods of
declining mortgage interest rates, if the coupon rate of the underlying
mortgages exceeds the prevailing market interest rates offered for mortgage
loans, refinancing generally increases and accelerates the prepayment of the
underlying mortgages and the related security. Under such circumstances, the
Bank may be subject to reinvestment risk because, to the extent that the Bank's
mortgage-backed securities amortize or prepay faster than anticipated, the Bank
may not be able to reinvest the proceeds of such repayments and prepayments at a
comparable rate. In contrast to mortgage-backed securities in which cash flow
is received (and hence, prepayment risk is shared) prorata by all securities
holders, the cash flow from the mortgages or mortgage-backed securities
underlying REMICs are segmented and paid in accordance with a predetermined
priority to investors holding various tranches of such securities or
obligations. A particular tranche of REMICs may therefore carry prepayment risk
that differs from that of both the underlying collateral and other tranches.
The Bank also invests in SBA-guaranteed loan participation certificates, which
represent participations in a pool of SBA loans. Such certificates are
purchased by the Bank from brokers which purchase the individual loans directly
from the originators and pool such loans for sale to investors. The Small
Business Administration is authorized by the Small Business Act to guarantee a
certain percentage of the loan amount made by financial institutions to
qualifying small businesses. Only the guaranteed portion of the loan is sold
into the secondary market as a loan or pooled security. Accordingly, the
certificates purchased by the Bank are 100% guaranteed by the full faith and
credit of the United States Government.
Loans in a pool must be fully disbursed and current when the pool is formed and
the minimum aggregate principal balance of the guaranteed portion outstanding at
the time of certificate issuance is $1 million. At least four guaranteed
portions are in each pool and no individual loan may constitute more than 25% of
the pool. The pools are closed end with no substitutions of guaranteed portions
that prepay or default.
The guaranteed portion of a given pool must be all fixed or all variable rate.
The certificates purchased by the Bank generally are adjustable rate and adjust
at a specified discount to the prime rate. While the SBA guarantee eliminates
credit risk, the Bank is subject to the risk that certificates will prepay.
Certificates are available with interim and/or lifetime interest rate caps. In
exchange for accepting the cap, the prices of the certificates to the Bank are
lower. Prepayments on capped pools are generally expected to be less than
uncapped pools because lenders generally offer interest rate caps only to their
most credit-worthy customers.
15
<PAGE>
Set forth below is a table showing the Bank's purchases, sales and repayments of
mortgage-backed securities and mortgage related securities for the periods
indicated.
<TABLE>
<CAPTION>
Years Ended June 30,
-----------------------------
1997 1996 1995
------ ------ ------
(In thousands)
<S> <C> <C> <C>
Purchases:
- ----------
Adjustable-rate mortgage-backed securities (1).. $ 726 $1,311 $1,931
Mortgage related securities:
CMO/REMIC-adjustable-rate...................... 2,367 2,395 850
SBA pools-adjustable-rate...................... 3,166 5,013 2,370
SBA pools-fixed-rate........................... - 645 -
------ ------ ------
Total purchases.............................. 6,259 9,364 5,151
Sales:
- ------
Adjustable-rate mortgage-backed securities (1)... 1,336 1,177 478
Mortgage related securities:
CMO/REMIC-adjustable-rate..................... 500 302 274
SBA pools-adjustable-rate..................... - 754 1,016
------ ------ ------
Total sales................................ 1,836 2,233 1,768
Principal Repayments:
- ---------------------
Adjustable-rate mortgage-backed securities (1).. 1,428 2,360 1,723
Mortgage related securities:
CMO/REMIC-adjustable-rate..................... 282 159 128
CMO/REMIC-fixed-rate.......................... 7 63 81
SBA pools-adjustable-rate..................... 1,104 258 12
SBA pools-fixed-rate.......................... 180 52 -
------ ------ ------
Total principal repayments.................. 3,001 2,892 1,944
Increase (decrease) in other items, net.......... 108 29 120
------ ------ ------
Net increase (decrease)......................... $1,530 $4,268 $1,559
====== ====== ======
</TABLE>
- ------------------------------------
(1) Consists of pass-through securities.
16
<PAGE>
The following table sets forth the composition of the Bank's mortgage-backed
securities portfolio at the date indicated.
<TABLE>
<CAPTION>
At June 30,
-------------------------------------------------------------
1997 1996 1995
----------------- ----------------- -----------------
Book % of Book % of Book % of
Value Total Value Total Value Total
------- ------- ------- ------- ------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Mortgage-backed securities
held-to-maturity: (1)
GNMA....................... $ - -% $ - -% $ - -%
FNMA....................... - - - - 6,043 47.57
FHLMC...................... - - - - 1,699 13.37
CMOs/REMICs................ - - - - 1,074 8.45
------- -------
8,816 69.39%
Mortgage-backed securities
available for sale:
GNMA....................... 1,220 6.59% 1,163 6.85% 1,289 10.15%
FNMA....................... 3,183 17.20 4,542 26.76 482 3.79
FHLMC...................... 1,520 8.22 2,240 13.20 628 4.94
CMOs/REMICs................ 4,596 24.84 2,982 17.57 69 .54
SBA pools.................. 7,786 42.09 5,846 34.45 1,433 11.28
------- ------- ------- ------- ------- -------
18,305 98.94% 16,773 98.83% 3,901 30.70%
Unamortized premium
(discounts), net........... 196 1.06 198 1.17 (14) (.09)
------- ------ ------- ------ ------- ------
Total $18,501 100.00% $16,971 100.00% $12,703 100.00%
======= ====== ======= ====== ======= ======
</TABLE>
- -----------------------------
(1) By June 30, 1996, pursuant to SFAS No. 115, the Bank had classified all of
its mortgage-backed securities as available for sale.
OTHER INVESTMENTS. At June 30, 1997, the Bank's investment securities other
than mortgage-backed securities consisted of federal agency obligations,
municipal bonds, FHLB stock and other FHLB interest-earning assets, FRB stock,
and interest-earning deposits with other financial institutions. In addition,
in recent years, the Bank has also invested in certain mutual funds whose assets
conform to the investments that a national bank is otherwise authorized to make
directly. The Bank's investments in mutual funds includes an investment in the
Federated United States Government Securities Fund. As of June 30, 1997, the
aggregate book value and aggregate market value of the Bank's investment in this
mutual fund was $339,500.
OCC regulations restrict investments in corporate debt and equity securities by
the Bank. These restrictions include prohibitions against investments in the
debt securities of any one issuer in excess of 10% of the Bank's unimpaired
capital and surplus. At June 30, 1997, the Bank was in compliance with this
regulation.
17
<PAGE>
The following table sets forth the composition of the Company's investment
securities, net of premiums and discounts, at the dates indicated.
<TABLE>
<CAPTION>
At June 30,
-------------------------------------------------------------
1997 1996 1995
----------------- ----------------- -----------------
Book % of Book % of Book % of
Value Total Value Total Value Total
------- ------- ------- ------- ------- -------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Investment securities held to maturity:
Federal agency obligations................ $ 496 6.31% $ - -% $ - -%
Municipal bonds........................... 215 2.73 215 5.11 215 7.41
Bankers Acceptances....................... 998 12.69 - - - -
US Treasury Notes......................... 500 6.36 - - - -
------- ------- ------- ------- ------- -------
Subtotal.............................. 2,209 28.09 $ 215 5.11 $ 215 7.41
Investment securities available for sale:..
FHLB Zero Coupon Bond...................... 93 1.18
Federal agency obligations................. 1,575 20.02 962 22.89 493 16.99
------- ------- ------- ------- ------- -------
Subtotal.............................. 3,877 49.29 1,177 28.00 1,308 45.07
Equity securities:
FHLB stock................................ 814 10.35 724 17.23 350 12.06
FRB stock................................. 83 1.06 - - - -
Mutual funds.............................. 1,395 17.72 1,308 31.12 1,244 42.87
FNMA preferred stock...................... 1,034 13.15 994 23.65 - -
FHLMC preferred stock..................... 663 8.43 - - - -
------- ------- ------- ------- ------- -------
Total debt and equity securities........ $ 7,866 100.00% $ 4,203 100.00% $ 2,902 100.00%
Average remaining life of
debt securities........................... 3.74 YEARS 6.68 YEARS 3.31 YEARS
Other interest-earning assets:
Interest-earning deposits................. $ 2,097 100.00% $ 1,609 100.00% $ 1,808 94.76%
Certificates of deposit................... - - - - 100 5.24
------- ------- ------- ------- ------- -------
Total.................................. $ 2,097 100.00% $ 1,609 100.00% $ 1.908 100.00%
======= ======= ======= ======= ======= =======
</TABLE>
INVESTMENT PORTFOLIO MATURITIES. The following table sets forth the scheduled
maturities, carrying values, market values and average yields for the Company's
debt securities at June 30, 1997.
<TABLE>
<CAPTION>
At June 30, 1997
-----------------------------------------------
Less than 1 to 5 5 to 10 Over
1 Year Years Years 10 Years Total Investment Securities
--------- --------- --------- --------- ---------------------------
Book Book Book Book Book Market
Value Value Value Value Value Value
--------- --------- --------- --------- --------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Municipal securities......... $ - $ 215 $ - $ - $ 215 $ 215
Federal agency obligations... 991 - 595 485 2,071 2,073
Mortgage-backed securities... - 236 - 18,265 18,501 18,501
Banker's acceptance.......... 998 - - - 998 998
US Treasury.................. 500 - - - 500 499
FHLB zero coupon bond........ - - - 93 93 93
--------- --------- --------- --------- --------- ---------
Total investment securities.. $ 2,489 $ 451 $ 595 $ 18,843 $ 22,378 $ 22,379
========= ========= ========= ========= ========= =========
Weighted average yield....... 4.43% 8.03% 6.87% 7.08% 7.00% 7.00%
</TABLE>
18
<PAGE>
SOURCES OF FUNDS
GENERAL. The Bank's primary sources of funds are deposits, receipt of principal
and interest on loans and securities, FHLB advances, and other funds provided
from operations.
FHLB advances are used to support lending activities and to assist in the Bank's
asset/liability management strategy. Typically, the Bank does not use other
forms of borrowings. At June 30, 1997, the Bank had $16.3 million in FHLB
advances.
DEPOSITS. Investors Federal offers a variety of deposit accounts having a wide
range of interest rates and terms. The Bank's deposits consist of passbook,
demand, NOW, money market deposit and certificate accounts. The certificate
accounts currently range in terms from 91 days to eight years.
The Bank relies primarily on advertising, competitive pricing policies and
customer service to attract and retain these deposits. Currently, Investors
Federal solicits deposits from its market area only, and does not use brokers to
obtain deposits. The flow of deposits is influenced significantly by general
economic conditions, changes in money market and prevailing interest rates and
competition.
The Bank has become more susceptible to short-term fluctuations in deposit flows
as customers have become more interest-rate conscious. The Bank endeavors to
manage the pricing of its deposits in keeping with its profitability objectives
giving consideration to its asset/liability management. Notwithstanding the
foregoing, a significant percentage of the Bank's deposits are for terms of less
than one year. At June 30, 1997, $13.7 million, or 64.2% of the Bank's
certificates of deposit were in certificates of deposit with terms of 12 months
or less. The Bank believes that upon maturity most of these deposits will
remain at the Bank. The ability of the Bank to attract and maintain savings
accounts and certificates of deposit, and the rates paid on these deposits, has
been and will continue to be significantly affected by market conditions.
SAVINGS PORTFOLIO
The following table sets forth the dollar amount of savings deposits with
various types of deposit programs offered by the Bank at the periods indicated.
<TABLE>
<CAPTION>
At June 30,
-------------------------------------------------------------------------------
1997 1996 1995
----------------------- ----------------------- -----------------------
Amount Percent Amount Percent Amount Percent
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Transaction Accounts and Savings Deposits:
- ------------------------------------------
Savings deposits.................... $ 2,526 7.21 $ 2,607 7.32% $ 3,004 8.52%
Demand and NOW deposits............. 4,165 11.89 3,824 10.74 3,839 10.89
Money market deposit accounts....... 6,982 19.92 7,301 20.51 7,478 21.22
---------- ---------- ---------- ---------- ---------- ----------
Total non-certificate accounts...... 13,673 39.02 13,732 38.57 14,321 40.63
---------- ---------- ---------- ---------- ---------- ----------
Certificates:
- -------------
0.00 - 3.99%........................ 8 .02 39 .11 549 1.56
4.00 - 5.99%........................ 17,252 49.23 16,839 47.30 14,761 41.89
6.00 - 7.99%........................ 4,014 11.45 4,554 12.79 5,171 14.67
8.00 - 9.99%........................ 33 .10 331 .93 408 1.16
---------- ---------- ---------- ---------- ---------- ----------
Total certificates.................. 21,307 60.80 21,763 61.13 20,889 59.28
---------- ---------- ---------- ---------- ---------- ----------
Accrued interest.................... 64 .18 103 .30 28 .09
---------- ---------- ---------- ---------- ---------- ----------
Total deposits...................... $ 35,044 100.00% $ 35,598 100.00% $ 35,238 100.00%
========== ========== ========== ========== ========== ==========
</TABLE>
19
<PAGE>
DEPOSIT ACTIVITY
The following table sets forth the deposit activities of the Bank for the
periods indicated:
<TABLE>
<CAPTION>
Years Ended June 30,
-------------------------------------
1997 1996 1995
--------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Opening balance............. $ 35,495 $ 35,210 $ 37,072
Deposits.................... 81,054 72,437 72,410
Withdrawals................. (82,781) (73,237) (75,406)
Interest Credited........... 1,212 1,085 1,134
--------- --------- ---------
Ending balance.............. $ 34,980 $ 35,495 $ 35,210
========= ========= =========
Net increase (decrease)..... $ (515) $ 285 $ (1,862)
========= ========= =========
Percent increase (decrease). (1.45)% .81% ( 5.02)%
========= ========= =========
</TABLE>
TIME DEPOSIT MATURITY SCHEDULE
The following table shows weighted average rate and maturity information for the
Bank's certificates of deposit as of June 30, 1997.
<TABLE>
<CAPTION>
Certificate accounts maturing in Weighted
-------------------------------- Total Average Percent of
quarter ending: Balance Rate Total
-------------------------------- ----------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C>
September 30, 1997....... $ 5,653 5.34% 26.54%
December 31, 1997........ 4,145 5.36 19.45
March 31, 1998........... 1,836 5.32 8.62
June 30, 1998............ 2,077 5.56 9.75
September 30, 1998....... 988 5.65 4.64
December 31, 1998........ 1,040 5.64 4.88
March 31, 1999........... 910 5.76 4.27
June 30, 1999............ 700 5.87 3.28
September 30, 1999....... 258 5.90 1.21
December 31, 1999........ 814 6.02 3.82
March 31, 2000........... 453 6.27 2.13
June 30, 2000............ 783 6.31 3.67
Thereafter............... 1,650 5.97 7.74
----------- ----------
Total................. $ 21,307 5.57 100.00%
=========== ==========
</TABLE>
20
<PAGE>
The following table indicates the amount of the Bank's certificates of deposit
and other deposits by time remaining until maturity as of June 30, 1997.
<TABLE>
<CAPTION>
Maturity
---------------------------------------------------------
3 Months Over 3 to 6 Over 6 to 12 Over 12
or less Months Months Months Total
------------ ------------ ------------ ------------ ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Certificates of deposit less
than $100,000.................. $ 5,043 $ 3,863 $ 3,565 $ 7,374 $ 19,845
Certificates of deposit of
$100,000 or more............... 534 209 348 200 1,291
Public Funds (1)................ 76 73 - 22 171
------------ ------------ ------------ ------------ ------------
Total certificates of deposit.. $ 5,653 $ 4,145 $ 3,913 $ 7,596 $ 21,307
============ ============ ============ ============ ============
</TABLE>
- -----------------------
(1) Deposits from governmental and other public entities.
BORROWINGS. Investors Federal's borrowings historically have consisted of
advances from the FHLB of Des Moines. Such advances may be made pursuant to
different credit programs, each of which has its own interest rate and range of
maturities. Federal law limits an institution's borrowings from the FHLB to 20
times the amount paid for capital stock in the FHLB, subject to regulatory
collateral requirements. At June 30, 1997, the Bank had $16.3 million in
advances from the FHLB with maturities from July 1997 to December 2011, which
included a daily line of credit from the FHLB of $2 million. The line of
credit's interest rate is based upon the FHLB's average Fed Funds rate plus 20
basis points, and adjusts daily. As of June 30, 1997, the interest rate on the
line of credit was 6.9% and the Bank had drawn down $2 million of the line of
credit. The Bank has the ability to purchase additional capital stock from the
FHLB.
For the years ended June 30, 1997, 1996, and 1995, the Bank had maximum balances
of FHLB advances of $16.3 million, $14.5 million, and $6.9 million,
respectively. The average balances of such advances for such periods were $12.8
million, $11.1 million, and $3.7 million for the years ended June 30, 1997,
1996, and 1995, respectively. For such periods, the Bank did not have any other
borrowings or any securities sold under agreements to repurchase. At June 30,
1997, 1996, and 1995, the Bank's balance of FHLB advances was $16.3 million,
$13.5 million, and $6.4 million, respectively, and the weighted average interest
rate of such advances was 6.25%, 6.19%, and 6.40%, respectively.
EMPLOYEES
At June 30, 1997, the Bank had 18 full-time and 7 part-time employees. The
Bank's employees are not represented by any collective bargaining group.
Management considers its employee relations to be good.
SERVICE CORPORATION ACTIVITIES
The Bank is able to invest unlimited amounts in subsidiaries that are engaged in
activities in which the parent bank may engage. In addition, a national bank
may invest limited amounts in subsidiaries that provide banking services, such
as data processing, to other financial institutions. At June 30, 1997,
Investors Federal had one subsidiary, Investors Federal Service Corporation, a
Missouri corporation, which was established in June 1992 for the primary purpose
of offering credit life, health and accident insurance to its customers. The
Bank is now offering such products directly and the subsidiary is largely
inactive.
21
<PAGE>
REGULATION
GENERAL
Investors Federal is a national bank and its deposits are federally insured by
the full faith and credit of the United States Government. Accordingly, the
Bank is subject to broad federal regulation and oversight extending to all its
operations. The Bank is a member of the FHLB of Des Moines and the Federal
Reserve System. As the bank holding company of the Bank, the Holding Company
also is subject to federal regulation and oversight. The purpose of the
regulation of the Holding Company and other holding companies is to protect
subsidiary national banks. The Bank is a member of the SAIF. The deposits of
the Bank are insured by the SAIF of the FDIC. As a result, the FDIC has certain
regulatory and examination authority over the Bank.
The Bank is subject to supervision, examination and regulation by the OCC and to
OCC regulations governing such matters as capital standards, mergers,
establishment of branch offices, subsidiary investments and activities and
general investment authority, and it is subject to the FDIC's authority to
conduct special examinations. The Bank is required to file reports with the OCC
concerning its activities and financial condition and will be required to obtain
regulatory approvals prior to entering into certain transactions, including
mergers with, or acquisitions of, other depository institutions.
INSURANCE OF ACCOUNTS AND REGULATION BY THE FDIC
Investors Federal is a member of the SAIF, which is administered by the FDIC.
Deposits are insured up to applicable limits by the FDIC and such insurance is
backed by the full faith and credit of the U.S. Government. As insurer, the
FDIC imposes deposit insurance premiums and is authorized to conduct
examinations of and to require reporting by FDIC-insured institutions. It also
may prohibit any FDIC-insured institution from engaging in any activity the FDIC
determines by regulation or order to pose a serious risk to the FDIC. The FDIC
also has the authority to initiate enforcement actions against banks, after
giving the OCC an opportunity to take such action, and may terminate the deposit
insurance if it determines that the institution has engaged or is engaging in
unsafe or unsound practices, or is in an unsafe or unsound condition.
The FDIC's deposit insurance premiums are assessed through a risk-based system
under which all insured depository institutions are placed into one of nine
categories and assessed insurance premiums, ranging from 0% to .27% of deposits,
based upon their level of capital and supervisory evaluation. Under the system,
institutions classified as well capitalized (i.e., a core capital ratio of at
least 5%, a ratio of core capital to risk-weighted assets of at least 6% and a
risk-based capital ratio of at least 10%) and considered healthy would pay the
lowest premium while institutions that are less than adequately capitalized
(i.e., a core capital or core capital to risk-based capital ratios of less than
4% or a risk-based capital ratio of less than 8%) and considered of substantial
supervisory concern would pay the highest premium. Risk classification of all
insured institutions will be made by the FDIC for each semi-annual assessment
period.
The FDIC is authorized to increase assessment rates, on a semi-annual basis, if
it determines that the reserve ratio of the SAIF will be less that the
designated reserve ratio of 1.25% of SAIF insured deposits. In setting these
increased assessments, the FDIC must seek to restore the reserve ratio to that
designated reserve level, or such higher reserve ratio as established by the
FDIC. The FDIC may also impose special assessments on SAIF members to repay
amounts borrowed from the United States Treasury or for any other reason deemed
necessary by the FDIC.
22
<PAGE>
In September 1996, Congress enacted legislation to recapitalize the SAIF by a
one-time assessment on SAIF-insured deposits held as of March 31, 1995. The
assessment was 65.7 basis points per $100 in deposits, payable on November 30,
1996. For the Bank, the assessment amounted to $226,000, based on the Bank's
deposits held as of March 31, 1995. In addition, beginning January 1, 1997,
pursuant to the legislation, interest payments on FICO bonds issued in the late
1980's by the Financing Corporation to recapitalize the now defunct Federal
Savings and Loan Insurance Corporation will be paid jointly by BIF-insured
institutions and SAIF-insured institutions. The FICA assessment is 1.29 basis
points per $100 in BIF deposits and 6.44 basis points per $100 in SAIF deposits.
Beginning January 1, 2000, the FICO interest payments will be paid pro-rata by
banks and thrifts based on deposits (approximately 2.4 basis points per $100 in
deposits).
The legislation further provides that the BIF and SAIF will merge on January 1,
1999 if there are no more savings associations as of that date. Several bills
have been introduced in the current Congress that would eliminate the federal
thrift charter and OTS. The bills would require that all federal savings
associations convert to national banks or state depository institutions by no
later than January 1, 1998 in one bill and June 30, 1998 in the other and would
treat all state savings associations as state banks for purposes of federal
banking laws. Subject to a narrow grandfathering, all savings and loan holding
companies would become subject to the same regulation as bank holding companies
under the pending legislative proposals. Under such proposals, any lawful
activity in which a savings association participates would be permitted for up
to two years following the effective date of its conversion to the new charter,
with two additional one-year extensions which may be granted as the discretion
of the regulator. The legislative proposals would also abolish the OTS and
transfer its functions to the federal bank regulators with respect to the
institutions and to the Federal Reserve Board with respect to the regulation of
holding companies. The Bank is unable to predict whether the legislation will
be enacted or, given such uncertainty, determine the extent to which the
legislation, if enacted, would affect its business. The Bank is also unable to
predict whether the SAIF and BIF funds will eventually be merged.
While the legislation has reduced the disparity between premiums paid on BIF
deposits and SAIF deposits, and has relieved the thrift industry of a portion of
the contingent liability represented by the FICO bonds, the premium disparity
between SAIF-insured institutions, such as the Bank, and BIF-insured
institutions will continue until at least January 1, 1999.
REGULATORY CAPITAL REQUIREMENT
The Bank is subject to the capital regulations of the OCC. The OCC's
regulations establish two capital standards for national banks: a leverage
requirement and a risk-based capital requirement. In addition, the OCC may, on
a case-by-case basis, establish individual minimum capital requirements for a
national bank that vary from the requirements which would otherwise apply under
OCC regulations. A national bank that fails to satisfy the capital requirements
established under the OCC's regulations will be subject to such administrative
action or sanctions as the OCC deems appropriate.
The leverage ratio adopted by the OCC requires a minimum ratio of "Tier 1
capital" to adjusted total assets of 3% for national banks rated composite 1
under the CAMELS rating system for banks. National banks not rated composite 1
under the CAMELS rating system for banks are required to maintain a minimum
ratio of Tier 1 capital to adjusted total assets of 4% to 5%, depending upon the
level and nature of risks of their operations. For purposes of the OCC's
leverage requirement, Tier 1 capital generally consists of the same components
as core capital under the OTS's capital regulations, except that no intangibles
except certain purchased mortgage servicing rights and purchased credit card
relationships may be included in capital.
The risk-based capital requirement established by the OCC's regulations require
national banks to
23
<PAGE>
maintain "total capital" equal to at least 8% of total risk-weighted assets.
For purposes of the risk-based capital requirement, "total capital" means Tier 1
capital (as described above) plus "Tier 2 capital" (as described below),
provided that the amount of Tier 2 capital may not exceed the amount of Tier 1
capital, less certain assets. The components of Tier 2 capital under the OCC's
regulations generally correspond to the components of supplementary capital
under OTS regulations. Total risk-weighted assets generally are determined
under the OCC's regulations in the same manner as under the OTS's regulations.
The OCC has revised its risk-based capital requirements to permit the OCC to
require higher level capital for an institution in light of its interest rate
risk. In addition, the OCC has proposed that a bank's interest rate risk
exposure would be quantified using either the measurement system set forth in
the proposal or the institution's internal model for measuring such exposure, if
such model is determined to be adequate by the institution's examiner. Small
institutions that are highly capitalized and have minimal interest rate risk,
such as the Bank would be exempt from the rule unless otherwise determined by
the OCC.
BANK HOLDING COMPANIES. The Federal Reserve Board has established capital
requirements for bank holding companies with consolidated assets of $150 million
or more that generally parallel the capital requirements for national banks
under the OCC's regulations. Since the Holding Company's consolidated assets
are less than $150 million, the Federal Reserve Board's holding company capital
requirements do not apply to the Holding Company.
LIMITATIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS
The Bank's ability to pay dividends are governed by the National Bank Act and
OCC regulations. Under such statute and regulations, all dividends by a
national bank must be paid out of current or retained net profits, after
deducting reserves for losses and bad debts. The National Bank Act further
restricts the payment of dividends out of net profits by prohibiting a national
bank from declaring a dividend on its shares of common stock until the surplus
fund equals the amount of capital stock or, if the surplus fund does not equal
the amount of capital stock, until one-tenth of the Bank's net profits for the
preceding half year in the case of quarterly or semi-annual dividends, or the
preceding two half-year periods in the case of annual dividends, are transferred
to the surplus fund. In addition, the prior approval of the OCC is required for
the payment of a dividend if the total of all dividends declared by a national
bank in any calendar year would exceed the total of its net profits for the year
combined with its net profits for the two preceding years, less any required
transfers to surplus or a fund for the retirement of any preferred stock.
The OCC has the authority to prohibit the payment of dividends by a national
bank when it determines such payment to be an unsafe and unsound banking
practice. In addition, the National bank would be prohibited by federal statute
and the OCC's prompt corrective action regulations from making any capital
distribution if, after giving effect to the distribution, the National Bank
would be classified as "undercapitalized" under the OCC's regulations. Finally,
the National Bank, will not be able to pay dividends on its capital stock if its
capital would thereby be reduced below the remaining balance of the liquidation
account established in connection with the Stock Conversion.
COMMUNITY REINVESTMENT ACT
Under the Community Reinvestment Act ("CRA"), every FDIC insured institution,
including the Bank, has a continuing and affirmative obligation consistent with
safe and sound banking practices to help meet the credit needs of its entire
community, including low and moderate income neighborhoods. The CRA does not
establish specific lending requirements or programs for financial institutions
nor does it
24
<PAGE>
limit an institution's discretion to develop the types of products and services
that it believes are best suited to its particular community, consistent with
the CRA. The CRA requires the OCC, in connection with the examination of the
Bank, to access the institution's record of meeting the credit needs of its
community and to take such record into account in its evaluation of certain
applications, such as a merger or the establishment of a branch, by the Bank.
An unsatisfactory rating may be used as the basis for the denial of an
application by the OCC.
The federal banking agencies, including the OCC, have recently revised the CRA
regulations and the methodology for determining an institution's compliance with
the CRA. Due to the heightened attention being given to the CRA in the past few
years, the Bank may be required to devote additional funds for investment and
lending in its local community. The Bank was examined for CRA compliance in
1996 and received a rating of "satisfactory record of meeting community credit
needs."
TRANSACTIONS WITH AFFILIATES
Generally, transactions between a bank or its subsidiaries and its affiliates
are required to be on terms as favorable to the bank as transactions with non-
affiliates. In addition, certain of these transactions, such as loans to an
affiliate, are restricted to a percentage of the bank's capital. Affiliates of
the Bank include the Holding Company and any company which is under common
control with the Bank. In addition, a bank may not lend to any affiliate
engaged in activities not permissible for a bank holding company or acquire the
securities of most affiliates.
Certain transactions with directors, officers or controlling persons are also
subject to conflict of interest regulations enforced by the OCC. These conflict
of interest regulations and other statutes also impose restrictions on loans to
such persons and their related interests. Among other things, such loans must
be made on terms substantially the same as for loans to unaffiliated
individuals.
REGULATION OF THE COMPANY
GENERAL. The Company, as the sole shareholder of the National Bank, is a bank
holding company registered with the FRB. Bank holding companies are subject to
comprehensive regulation by the FRB under the BHCA, and the regulations of the
FRB. As a bank holding company, the Company will be required to file reports
with the FRB and such additional information as the FRB may require, and will be
subject to regular examinations by the FRB. The FRB also has extensive
enforcement authority over bank holding companies, including, among other
things, the ability to assess civil money penalties, to issue cease and desist
or removal orders and to require that a holding company divest subsidiaries
(including its bank subsidiaries). In general, enforcement actions may be
initiated for violations of law and regulations and unsafe and unsound
practices.
Under FRB policy, a bank holding company must serve as a source of strength for
its subsidiary banks. Under this policy the FRB may require, and has required in
the past, a holding company to contribute additional capital to an
undercapitalized subsidiary bank.
Under the BHCA, a bank holding company must obtain FRB approval before: (i)
acquiring, directly or indirectly, ownership or control of any voting shares of
another bank or bank holding company if, after such acquisition, it would own or
control more than 5% of such shares (unless it already owns or controls the
majority of such shares); (ii) acquiring all or substantially all of the assets
of another bank or bank holding company: or (iii) merging or consolidating with
another bank holding company.
The BHCA also prohibits a bank holding company, with certain exceptions, from
acquiring direct or indirect ownership or control of more than 5% of the voting
shares of any company which is not a bank
25
<PAGE>
or bank holding company, or from engaging directly or indirectly in activities
other than those of banking, managing or controlling banks, or providing
services for its subsidiaries. The principal exceptions to these prohibitions
involve certain non-bank activities which, by statute or by FRB regulation or
order, have been identified as activities closely related to the business of
banking or managing or controlling banks. The list of activities permitted by
the FRB includes, among other things, operating a savings institution, mortgage
company, finance company, credit card company or factoring company; performing
certain data processing operations; providing certain investment and financial
advice; underwriting and acting as an insurance agent for certain types of
credit-related insurance; leasing property on a full-payout, non-operating
basis; selling money orders, travelers' checks and United States Savings Bonds;
real estate and personal property appraising; providing tax planning and
preparation services; and, subject to certain limitations, providing securities
brokerage services for customers. The Company has no present plans to engage
in any of these activities.
INTERSTATE BANKING AND BRANCHING. On September 29, 1994, the Reigle-Neal
Interstate Banking and Branching Act of 1994 (the "Act") was enacted to ease
restrictions on interstate banking. The Act allows the FRB to approve an
application of an adequately capitalized and adequately managed bank holding
company to acquire control of, or acquire all or substantially all of the assets
of, a bank located in a state other than such holding company's home state,
without regard to whether the transaction is prohibited by the laws of any
state. The FRB may not approve the acquisition of the bank that has not been in
existence for the minimum time period (not exceeding five years) specified by
the statutory law of the host state. The Act also prohibits the FRB from
approving an application if the applicant (and its depository institution
affiliates) controls or would control more than 10% of the insured deposits in
the United States or 30% or more of the deposits in the target bank's home state
or in any state in which the target bank maintains a branch. The Act does not
affect the authority of states to limit the percentage of total insured deposits
in the state which may be held or controlled by a bank or bank holding company
to the extent such limitation does not discriminate against out-of-state banks
or bank holding companies. Individual states may also waive the 30% state-wide
concentration limit contained in the Act.
Additionally, as of June 1, 1997, the federal banking agencies are authorized to
approve interstate merger transactions without regard to whether such
transaction is prohibited by the law of any state, unless the home state of one
of the banks opts out of the Act by adopting a law after the date of enactment
of the Act and prior to June 1, 1997 which applies equally to all out-of-state
banks and expressly prohibits merger transactions involving out-of-state banks.
Interstate acquisitions of branches will be permitted only if the law of the
state in which the branch is located permits such acquisitions. Interstate
mergers and branch acquisitions will also be subject to the nationwide and
statewide insured deposit concentration amounts described above.
The Act authorizes the OCC and FDIC to approve interstate branching de novo by
national and state banks, respectively, only in states which specifically allow
for such branching. The Act also requires the appropriate federal banking
agencies to prescribe regulations by June 1, 1997 which prohibit any out-of-
state bank from using the interstate branching authority primarily for the
purpose of deposit production. These regulations must include guidelines to
ensure that interstate branches operated by an out-of-state bank in a host state
are reasonably helping to meet the credit needs of the communities which they
serve.
DIVIDENDS. The FRB has issued a policy statement on the payment of cash
dividends by bank holding companies, which expresses the FRB's view that a bank
holding company should pay cash dividends only to the extent that the holding
company's net income for the past year is sufficient to cover both the cash
dividends and a rate of earning retention that is consistent with the holding
company's capital needs, asset quality and overall financial condition. The FRB
also indicated that it would be inappropriate for a company experiencing serious
financial problems to borrow funds to pay dividends.
26
<PAGE>
Furthermore, under the prompt corrective action regulations adopted by the FRB,
the FRB may prohibit a bank holding company from paying any dividends if the
holding company's bank subsidiary is classified as "undercapitalized." See-"-
Regulatory Capital Requirements."
Bank holding companies are required to give the FRB prior written notice of any
purchase or redemption of its outstanding equity securities if the gross
consideration for the purchase or redemption, when combined with the net
consideration paid for all such purchases or redemptions during the preceding 12
months, is equal to 10% or more of their consolidated net worth. The FRB may
disapprove such a purchase or redemption if it determines that the proposal
would constitute an unsafe or unsound practice or would violate any law,
regulation, FRB order, or any condition imposed by, or written agreement with,
the FRB. This notification requirement does not apply to any company that meets
the well-capitalized standard for commercial banks, has a safety and soundness
examination rating of at least a "2" and is not subject to any unresolved
supervisory issues.
CAPITAL REQUIREMENTS. The FRB has established capital requirements for bank
holding companies that generally parallel the capital requirements for national
banks. For bank holding companies with consolidated assets of less than $150
million, such as the Company, compliance is measured on a bank-only basis.
FEDERAL SECURITIES LAW
The stock of the Company is registered with the Securities and Exchange
Commission ("SEC") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company is subject to the information, proxy
solicitation, insider trading restrictions and other requirements of the SEC
under the Exchange Act.
Company stock held by persons who are affiliates (generally officers, directors
and principal stockholders) of the Company may not be resold without
registration or unless sold in accordance with certain resale restrictions. If
the Company meets specified current public information requirements, each
affiliate of the Company is able to sell in the public market, without
registration, a limited number of shares in any three-month period.
FEDERAL RESERVE SYSTEM
The Federal Reserve Board requires all depository institutions to maintain
noninterest-bearing reserves at specified levels against their transaction
accounts (primarily checking, NOW and Super NOW checking accounts). At June 30,
1997, the Bank was in compliance with these reserve requirements.
The Bank is a member of the Federal Reserve System and owns stock in the FRB of
Kansas City in an amount equal to 3% of the Bank's paid in capital and surplus
(an additional 3% will be subject to call by the FRB of Kansas City).
FEDERAL HOME LOAN BANK SYSTEM
The Bank is a member of the FHLB of Des Moines, which is one of 12 regional
FHLBs, that administers the home financing credit function of savings
associations. Each FHLB serves as a reserve or central bank for its members
within its assigned region. It is funded primarily from proceeds derived from
the sale of consolidated obligations of the FHLB System. It makes loans to
members (i.e., advances) in accordance with policies and procedures established
by the board of directors of the FHLB. These policies and procedures are
subject to the regulation and oversight of the Federal Housing Finance Board.
All advances from the FHLB are required to be fully secured by sufficient
collateral as determined by the FHLB. In addition, all long-term advances are
required to provide funds for residential
27
<PAGE>
home financing.
As a member, the Bank is required to purchase and maintain stock in the FHLB of
Des Moines. At June 30, 1997, the Bank had $773,500 (at cost) of FHLB stock,
which was in compliance with this requirement. In past years, the Bank has
received substantial dividends on its FHLB stock. Over the past five fiscal
years such dividends have averaged 7.99% and were 7% for fiscal 1997. For the
fiscal year ended June 30, 1997, dividends paid by the FHLB of Des Moines to the
Bank totaled approximately $45,000, which constitutes a $6,000 increase over
the amount of dividends received in fiscal year 1996. No assurance can be given
that such dividends will continue in the future at such levels. The Bank
currently intends to remain a member of the FHLB of Des Moines.
Under federal law, the FHLBs are required to provide funds for the resolution of
troubled savings associations and to contribute to low and moderately priced
housing programs through direct loans or interest subsidies on advances targeted
for community investment and low- and moderate-income housing projects. These
contributions have affected adversely the level of FHLB dividends paid and could
continue to do so in the future. These contributions could also have an adverse
effect on the value of FHLB stock in the future. A reduction in value of the
Bank's FHLB stock may result in a corresponding reduction in the Bank's capital.
28
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTIES
-------------------------
The Bank conducts its business through its main office, located in
Chillicothe, Missouri and two branch offices, one located in Hamilton and one
located in Gallatin, Missouri. The following table sets forth information
relating to the Bank's offices as of June 30, 1997. The total net book value of
the Bank's premises and equipment (including land, buildings and leasehold
improvements and furniture, fixtures and equipment) at June 30, 1997 was
$357,000.
<TABLE>
<CAPTION>
Total
Approximate Net Book Value
Date Square of Real Estate at
Location Acquired Footage June 30, 1997
- -------- -------------- -------------- -----------------
<S> <C> <C> <C>
Main Office: 1966 3,910 $206,000
522 Washington Street
Chillicothe, Missouri 64601
Branch Offices: Leased 660 -
400 North Main (month-to-
Gallatin, Missouri 64640 month)
304 North Davis 1975 1,458 $ 18,000
Hamilton, Missouri 64644
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
-----------------
The Company and Investors Federal are involved, from time to time, as
plaintiff or defendant in various legal actions arising in the normal course of
their businesses. While the ultimate outcome of these proceedings cannot be
predicted with certainty, it is the opinion of management, after consultation
with counsel representing Investors Federal in the proceedings, that the
resolution of these proceedings should not have a material effect on the Holding
Company's financial position or results of operations on a consolidated basis.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended June 30, 1997.
29
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
--------------------------------------------------------------------
MATTERS
-------
Page 47 of the attached 1997 Annual Report to Shareholders is herein
incorporated by reference.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
Pages 5 to 14 of the attached 1997 Annual Report to Shareholders are
herein incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS
--------------------
Pages 15 to 46 of the attached 1997 Annual Report to Shareholders are
herein incorporated by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There has been no Current Report on Form 8-K filed within 24 months prior
to the date of the most recent financial statements reporting a change of
accountants and/or reporting disagreements on any matter of accounting principle
or financial statement disclosure.
30
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
Information concerning Directors of the Registrant is incorporated herein
by reference from the company's definitive Proxy Statement for the Annual
Meeting of Shareholders scheduled to be held on November 18, 1997.
There are no executive officers who are not also directors.
ITEM 10. EXECUTIVE COMPENSATION
----------------------
Information concerning executive compensation is incorporated herein by
reference from the Company's definitive Proxy Statement for the Annual Meeting
of Shareholders scheduled to be held on November 18, 1997.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
Information concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on
November 18, 1997.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Information concerning certain relationships and transactions is
incorporated herein by reference from the Company's definitive Proxy Statement
for the Annual Meeting of Shareholders scheduled to be held on November 18,
1997.
31
<PAGE>
PART IV
ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K
-------------------------------------
(a)(1) Financial Statements:
The following information appearing in the Registrant's Annual Report to
Shareholders for the year ended June 30, 1997, is incorporated by reference in
this Form 10-KSB Annual Report as Exhibit 13.
<TABLE>
<CAPTION>
Page in
Annual
Report
-------
<S> <C>
Annual Report Section
---------------------
Report of Independent Auditors............................................................................ 15
Consolidated Statements of Financial Condition at June 30, 1997 and 1996.................................. 16
Consolidated Statements of Income for the Years ended June 30, 1997, 1996 and 1995........................ 17
Consolidated Statements of Stockholder's Equity for the Years ended June 30, 1997, 1996 and 1995.......... 18
Consolidated Statements of Cash Flows for the Years ended June 30, 1997, 1996 and 1996.................... 19
Notes to Consolidated Financial Statements................................................................ 22
</TABLE>
(a)(2) Financial Statement Schedules:
All financial statement schedules have been omitted as the information is
not required under the related instructions or is inapplicable.
(a)(3) Exhibits:
<TABLE>
<CAPTION>
Reference to
Regulation Prior Filing or
S-B Exhibit Exhibit Number
Number Document Attached Hereto
----------- -------- ---------------
<S> <C> <C>
2 Plan of acquisition, reorganization,
Arrangement, liquidation or succession None
3 Certificate of Incorporation and Bylaws *
4 Instruments defining the rights of
security holders, including debentures *
9 Voting trust agreement None
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
10.1 Employment Agreement with Earle S.
Teegarden, Jr. *
10.2 Employment Agreement with Larry R. Johnson *
10.3 Employee Stock Ownership Plan *
10.4 Profit Sharing Plan *
11 Statement re: computation of per share earnings None
13 Annual Report to Shareholders 13
16 Letter re: change in certifying accountant None
18 Letter re: change in accounting principles None
21 Subsidiaries of Registrant 21
22 Published report regarding matters
Submitted to vote of security holders None
23 Consent of experts and counsel 23
24 Power of attorney Not required
27 Financial Data Schedule 27
</TABLE>
- ----------------------
*Filed on October 7, 1997 as exhibits to the Registrant's Form S-1
registration statement (Registration No. 333-13495), pursuant to the Securities
Act of 1933. All of such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-B.
(b) Reports on Form 8-K:
----------------------
No current reports on Form 8-K were filed by the Company during the three
months ended June 30, 1997.
33
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
IFB HOLDINGS, INC.
Date: September 23, 1997 By: /s/ Earle S. Teegarden, Jr.
---------------------------
Earle S. Teegarden, Jr
(Duly Authorized
Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Earle S. Teegarden, Jr. By: /s/ Larry R. Johnson
--------------------------------- ----------------------------
Earle S. Teegarden, Jr, President Larry R. Johnson, Senior
Chief Executive Officer, Chief Executive Vice-President,
Financial Officer and Director Cashier and Secretary, and
Director
Date: September 23, 1997 Date: September 23, 1997
By: /s/ Sherri Williams By: /s/ J. Michael Palmer
--------------------------------- ----------------------------
Sherri Williams J. Michael Palmer, Director
(Principal Accounting Officer)
Date: September 23, 1997 Date: September 23, 1997
By: /s/ Robert T. Fairweather By: /s/ Armand J. Peterson
--------------------------------- ----------------------------
Robert T. Fairweather, Director Armand J. Peterson, Director
Date: September 23, 1997 Date: September 23, 1997
By: /s/ Edward P. Milbank
---------------------------------
Edward P. Milbank, Director
Date: September 23, 1997
34
<PAGE>
IFB HOLDINGS, INC.
CHILLICOTHE, MISSOURI
EXHIBIT 13
IFBH
FIRST ANNUAL REPORT
1997
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
President's Message.............................................. 1
General Information.............................................. 2
Selected Consolidated Financial and Other Data of the Company.... 3-4
Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 5-14
Consolidated Financial Statements................................ 15-46
Stockholder Information.......................................... 47
Corporate Information............................................ 48
</TABLE>
<PAGE>
[IFB HOLDINGS, INC. LETTERHEAD]
September 29, 1997
Message to our Stockholders:
The Board of Directors, Officers and Staff of IFB Holdings, Inc. and its wholly
owned subsidiary, Investors Federal Bank, National Association, are pleased to
provide you with our first annual report.
Investors Federal Bank and Savings Association officially became a subsidiary of
IFB Holdings, Inc. on December 30, 1996, when the bank converted to stock form.
On January 30, 1997, the Bank changed its charter to a national bank charter.
We wish to thank our officers and employees for their hard work and dedication
during the past year, for our profitable year and our inclusion in the December
1996 edition of The Highest Rated Banks and Savings & Loans in America,
------------------------------------------------------
published by Sheshunoff Information Service, Inc.
Net income for the year was $300,000, down from $302,000 for fiscal 1996. Our
return on assets for the year ended June 30, 1997 was .55% with a return on
average equity of 4.75%.
Our total assets as of June 30, 1997 were $60.2 million with loans receivable of
$30.0 million and deposits of $35.0 million. Our stockholders' equity was $8.6
million or 14.35% of assets. The Bank had regulatory capital ratios of 26.1%
for total risk-based capital to risk-weighted assets, 24.9% for Tier I capital
to risk-weighted assets, and 10.9% for Tier I capital and tangible capital to
adjusted total assets.
Non-performing assets of the Bank increased during 1997. At June 30, 1997, non-
performing assets were $224,000, an increase of $96,000 from June 30, 1996.
Loan loss reserves at June 30, 1997 were $285,000 or 127.23% of non-performing
assets.
I want to thank our valued customers and stockholders for their continued
support and, of course, the officers and staff of Investors Federal Bank for
their hard work and dedication. We are optimistic about the future, and
confident that our strategies and plans will provide security for our customers
and stockholders.
Sincerely,
/s/ Earle S. Teegarden, Jr.
Earle S. Teegarden, Jr.
President and Chief Executive Officer
1
<PAGE>
GENERAL INFORMATION
-------------------
IFB Holdings, Inc. (the "Company") is a Delaware Corporation which is the
holding company for Investors Federal Bank, National Association (the "Bank").
The Company was organized by the Bank for the purpose of acquiring all of the
capital stock of the Bank in connection with the conversion of the Bank from
mutual to stock form, which was completed on December 30, 1996 (the
"Conversion").
The only significant assets of the Company are the capital stock of the Bank,
the Company's loan to the Company's Employee Stock Ownership Plan (ESOP), and
the remaining net proceeds of the Conversion retained by the Company of
approximately $2.4 million. The business of the Company initially consists of
the business of the Bank.
The Bank is the successor to Investors Federal Bank and Savings Association (the
"Association") which had served Missouri since its founding as a mutual thrift
in 1934. The Association converted to a national bank in January 1997 following
its conversion to stock form in December 1996. As part of the stock conversion,
the Association became a wholly owned subsidiary of the Company which acquired
all of the Association's newly issued stock with the proceeds from a public
offering of the Company's stock.
As a bank holding company, the Company is registered with and subject to
regulation and examination by the Board of Governors of the Federal Reserve
System. As a national bank, the Bank is subject to comprehensive regulation and
examination by the Office of the Comptroller of the Currency (OCC) which also
serves as its chartering authority. Because the Bank was formerly chartered as
a savings association, its deposits are insured by the Savings Association
Insurance Fund (SAIF) of the Federal Deposit Insurance Corporation (FDIC) which
insures the Bank's deposits to the legal maximum of $100,000 per account.
Investors Federal has been, and intends to continue to be, a community-oriented
financial institution offering selected financial services to meet the needs of
the communities it serves. The Bank attracts deposits from the general public
and historically has used such deposits, together with other funds, to originate
and purchase one- to four-family residential mortgage loans, and to originate
non-residential real estate loans (primarily farm loans), and consumer loans
consisting primarily of loans secured by automobiles. In addition, in recent
years, the bank has expanded its loan portfolio by purchasing Small Business
Administration ("SBA")-guaranteed loans and Federal Housing Administration
("FHA")-insured Title I home improvement loans. At June 30, 1997, the Bank's
total loan portfolio was $30.2 million, of which 77.4% were one- to four-family
residential mortgage loans, 5.7% were non-residential real estate loans, 12.2%
were consumer loans (including FHA home improvement loans), and 3.2% were SBA-
guaranteed loans.
2
<PAGE>
IFB HOLDINGS, INC.
------------------
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
----------------------------------------------------------
Set forth below are selected consolidated financial and other data of the
Company at and for the years indicated. The selected consolidated financial and
other data does not purport to be complete and is qualified in its entirety by
reference to the detailed information and Consolidated Financial Statements and
Notes thereto presented elsewhere in this Annual Report.
<TABLE>
<CAPTION>
At June 30,
-----------------------------------------------
1997 1996 1995 1994 1993
------- -------- -------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Selected Financial Condition Data:
- ----------------------------------
Total assets $60,220 $52,587 $45,013 $41,095 $41,263
Loans receivable, net 29,962 28,429 26,340 22,719 22,284
Mortgage-backed securities:
Held to maturity - - 8,306 10,674 12,490
Available for sale 18,501 16,971 4,397 470 -
Investment securities:
Held to maturity 2,209 215 815 809 596
Available for sale 4,760 3,264 1,737 2,009 1,354
Deposits 34,980 35,495 35,210 37,072 38,429
FHLB advances 16,265 13,474 6,419 1,073 -
Total stockholders' equity 8,641 3,268 3,042 2,743 2,599
Year Ended June 30
------------------------------------------------
1997 1996 1995 1994 1993
------- -------- -------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C> <C>
------- ------- ------- ------- -------
Selected Operations Data:
- -------------------------
Total interest income $ 3,868 $ 3,616 $ 2,843 $ 2,509 $ 2,790
Total interest expense 2,364 2,264 1,716 1,432 1,659
------- ------- ------- ------- -------
Net interest income 1,504 1,352 1,127 1,077 1,131
Provision for loan losses - 210 1 15 3
------- ------- ------- ------- -------
Net interest income after provision
for loan losses 1,504 1,142 1,126 1,062 1,128
------- ------- ------- ------- -------
Fees and service charges 232 231 225 218 188
Gain on sales of mortgage-backed
securities and investment securities 14 46 19 7 10
Other non-interest income 19 80 22 59 60
------- ------- ------- ------- -------
Total non-interest income 265 357 266 284 258
Total non-interest expense 1,298 1,030 1,011 1,101 1,079
------- ------- ------- ------- -------
Income before income taxes 471 469 381 245 307
Income tax expense 171 167 135 105 58
Cumulative effect on prior years of
a change in accounting principle - - 27 25 -
------- ------- ------- ------- -------
Net income $ 300 $ 302 $ 273 $ 165 $ 249
======= ======= ======= ======= =======
Net income per share $ .55 N/A N/A N/A N/A
======= ======= ======= ======= =======
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
At or For the Years Ended June 30,
-------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Selected Financial Ratios and Other Data:
- -----------------------------------------
Performance ratios:
Return on assets(1) .55% .61% .64% .40% .59%
Return on total equity (2) 4.75 8.86 8.88 6.13 9.16
Interest rate spread information:
Average during period 2.16 2.38 2.36 2.39 2.45
End of period 2.39 2.29 2.64 2.55 2.84
Net interest margin (3) 2.82 2.79 2.72 2.67 2.76
Ratio of noninterest expense to
average total assets 2.37 2.07 2.38 2.66 2.56
Ratio of average interest-earning assets
to average interest-bearing liabilities 114.80 108.63 108.64 108.00 107.48
Asset quality ratios:
Non-performing assets to total assets
at end of period (4) .37 .24 .06 .33 .25
Allowance for loan losses to
non-performing loans 127.23 221.09 65.03 64.69 74.77
Allowance for loan losses to loans
receivables, net .94 1.00 .31 .39 .34
Capital ratios:
Total equity to total assets at end
of period 14.35 6.21 6.76 6.67 6.30
Average total equity to average
assets 11.55% 6.85% 7.24% 6.53% 6.44%
Other data:
Number of full-service offices 3 3 3 3 3
Number of deposit accounts 6,537 7,083 7,302 7,519 7,624
Number of real estate loans
outstanding 1,290 1,237 1,251 1,205 1,174
</TABLE>
- -----------------
(1) Ratio of net income to average total assets.
(2) Ratio of net income to average total equity.
(3) Net interest income as a percentage of average interest-earning assets.
(4) Non-performing assets includes non-accrual loans, foreclosed real estate
and other repossessed assets.
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Company. The information contained in this section
should be read in conjunction with the Consolidated Financial Statements and
other sections contained in this report.
GENERAL
- -------
The business of the Bank is that of a financial intermediary consisting
primarily of attracting deposits from the general public and using such deposits
to originate loans secured by one- to four-family residences and agricultural
real estate and, to a lesser extent, agricultural non-real estate loans,
consumer loans, and commercial real estate and non real estate loans. The
Bank's income is derived principally from interest earned on loans and, to a
lesser extent, from interest earned on securities and mortgage-backed and
related securities. The operations of the Bank are influenced significantly by
general economic conditions and by policies of financial institution regulatory
agencies, including the Office of the Comptroller of the Currency (OCC) and the
Federal Deposit Insurance Corporation (FDIC). The Bank's cost of funds is
influenced by interest rates on competing investments and general market
interest rates. Lending activities are affected by the demand for financing of
real estate and other types of loans, which in turn is affected by the interest
rates at which such financing may be offered.
The Bank's net interest income is dependent primarily upon the difference or
spread between the average yield earned on loans and investment securities and
the average rate paid on deposits, as well as the relative amounts of such
assets and liabilities. The Bank, as other financial institutions, is subject to
interest rate risk to the degree that its interest-bearing liabilities mature or
reprice at different times, or on a different basis, than its interest-earning
assets.
ASSET LIABILITY MANAGEMENT
- --------------------------
One of the Bank's principal financial objectives is to achieve long-term
profitability while reducing its exposure to fluctuations in interest rates.
The Bank has sought to reduce exposure of its earnings to changes in market
interest rates by managing the mismatch between asset and liability maturities
and interest rates.
The Bank's Board of Directors has formulated an Asset/Liability Policy designed
to promote long-term profitability while managing interest rate risk. The
Asset/Liability Policy is designed to reduce the impact of changes in interest
rates on the Bank's net interest income by achieving a more favorable match
between the maturity or repricing dates of its interest-earning assets and
interest-bearing liabilities. The Bank has sought to reduce exposure of its
earnings to changes in market interest rates by increasing the interest rate
sensitivity of the Bank's assets through the origination of loans with interest
rates subject to periodic adjustment to market conditions. Accordingly, the Bank
has emphasized the origination of adjustable-rate mortgage ("ARM") loans and
consumer loans (which generally have shorter terms) for retention in its
portfolio. The Bank has also increased its FHLB borrowings in an effort to
lengthen the maturity of its liabilities. Finally, the Bank has sought to
maintain a strong base of less interest sensitive and lower costing "core
deposits" in the form of passbook accounts, NOW accounts, money market accounts
and noninterest-bearing demand accounts, and by promoting longer-term
certificates of deposit in an effort to extend the maturity of its liabilities.
5
<PAGE>
FINANCIAL CONDITION
- -------------------
Total assets increased $7.6 million, or 14.5%, to $60.2 million at June 30, 1997
from $52.6 million at June 30, 1996. This was primarily the result of
increases of $3.5 million, or 100.3% in investment securities, $1.5 million, or
9.0%, in mortgage-backed securities, $1.5 million, or 5.4%, in loans receivable
and $813,000, or 50.6%, in interest-earning deposits. The substantial increases
in investment securities, mortgage-backed securities, and interest earning
assets were funded primarily from the net proceeds of the conversion of
approximately $5 million and from an increase in FHLB advances of $2.8 million,
which reflected management's asset/liability strategy of seeking to earn the
spread between the yield earned on adjustable-rate interest-earning assets and
the rates paid on the FHLB advances.
Loans receivable, net, increased by $1.5 million, or 5.4%, at June 30, 1997 from
$28.4 million at June 30, 1996, due primarily to purchases of one-to-four family
residential mortgage loans and the purchase of $904,000 in FHA Title I home
improvement loans.
Deposits decreased $515,000, or 1.5%, to $35.0 million at June 30, 1997, from
$35.5 million at June 30, 1996. Included in the decrease was $827,000
representing withdrawals for the purchase of common stock in IFB Holdings, Inc.
on December 30, 1996.
Management utilized FHLB advances because such advances, unlike deposit
accounts, do not require the Bank to incur the operating expenses associated
with attracting and servicing customer accounts. In addition, such advances can
be accessed immediately and in specified amounts.
Total stockholders' equity increased $5.4 million, or 164.4%, to $8.6 million at
June 30, 1997 from $3.3 million at June 30, 1996, due primarily to the net
proceeds from conversion of $5 million as well as $300,000 of net earnings
during the fiscal year ended June 30, 1997 and a decrease of $38,000 in net
unrealized loss on securities available-for-sale, net of taxes.
RESULTS OF OPERATIONS
- ---------------------
The Company's results of operations depend primarily on the level of its net
interest income and noninterest income and its control of operating expenses.
Net interest income depends upon the volume of interest-earning assets and
interest-bearing liabilities and the interest rates earned or paid on them.
The Company's noninterest income consists primarily of fees charged on
transaction accounts and fees charged for delinquent payments received on
mortgage and consumer loans.
6
<PAGE>
The following table presents for the period indicated the total dollar amount
of interest income from average interest-earning assets and the resultant yields
as well as the total dollar amount of interest expense on average interest-
bearing liabilities and the resultant rates. No tax equivalent adjustments were
made. All average balances are monthly average balances. The Company's
management does not believe that the use of monthly balances instead of daily
balances has caused a material difference in the information presented. Non-
accruing loans have been included in the table as loans carrying a zero yield.
<TABLE>
<CAPTION>
Years Ended June 30,
--------------------------------------------------------------------------
1997 1996
At June 30, 1997 ------------------------------------ ------------------------------------
----------------------- Average Average
Outstanding Outstanding Interest Outstanding Interest
Balance Yield/Rate Balance Earned/Paid Yield/Rate Balance Earned/Paid Yield/Rate
----------- ---------- ----------- ----------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(Dollars in Thousands)
----------------------
Interest-earning assets:
Loans receivable (1) $29,962 8.42% $28,753 $2,343 8.15% $27,269 $2,340 8.58%
Mortgage-backed
securities 18,501 7.11% 16,866 1,147 6.77% 16,156 1,039 6.43%
Investment securities 6,969 7.02% 4,451 269 6.04% 2,983 151 5.06%
Investments in other
financial institutions 2,423 5.20% 2,376 58 2.44% 1,555 47 3.02%
FHLB and FRB stock 897 6.92% 809 56 6.92% 564 39 6.91%
------- ------- ------ ----- ------- ------
Total interest-earning
assets (1) 58,752 7.68% 53,255 3,868 7.26% 48,527 3,616 7.45%
------ ------
Noninterest-earning assets 1,468 - 1,363 - - 1,254 - -
------- ------- -------
Total assets $60,220 $54,618 $49,781
======= ======= =======
Interest-bearing liabilities:
Savings deposits $ 2,520 3.00% $ 2,703 82 3.03% $ 2,742 83 3.04%
Demand and NOW deposits (2) 9,353 3.61% 9,529 350 3.67% 9,613 370 3.85%
Certificate accounts 21,307 5.57% 21,330 1,184 5.55% 21,177 1,181 5.57%
FHLB advances 16,265 6.25% 12,826 748 5.83% 11,138 630 5.66%
------- ------- ------ ------- ------
Total interest-bearing
liabilities 49,445 5.29% 46,388 2,364 5.10% 44,670 2,264 5.07%
------ ------
Noninterest-bearing
liabilities 2,134 - 1,921 - - 1,700 - -
------- ------- -------
Total liabilities 51,579 48,309 46,370
Stockholders' equity 8,641 6,309 3,411
------- ------- -------
Total liabilities and
stockholders' equity $60,220 $54,618 $49,781
======= ======= =======
Net interest income $1,504 $1,352
====== ======
Net interest rate spread 2.39% 2.16% 2.38%
==== ===== ====
Net earning assets $ 9,307 $ 6,867 $ 3,857
======= ======= =======
Net interest margin 2.82% 2.79%
====== ======
Average interest-earning
assets to average interest-
bearing liabilities 1.15x 1.09x
====== ======
- -----------------
</TABLE>
(1) Calculated net of deferred loan fees, loan discounts, loans in process and
loss reserves.
(2) Excludes non-interest-bearing deposit accounts.
7
<PAGE>
RATE/VOLUME ANALYSIS
The following schedule presents the dollar amount of changes in interest income
and interest expense for major components of interest-earning assets and
interest-bearing liabilities. It distinguishes between the changes due to
changes in outstanding balances and those due to changes in interest rates. For
each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (i.e.,
changes in volume multiplied by prior interest rate) and (ii) changes in rate
(i.e., changes in rate multiplied by prior volume). For purposes of this table,
changes attributable to both rate and volume, which cannot be segregated, have
been allocated proportionately to the changes due to volume and the changes due
to rate.
<TABLE>
<CAPTION>
Years Ended June 30,
------------------------------
1997 vs. 1996
------------------------------
Increase/(Decrease)
Due to
------------------- Total
Increase
Volume Rate (Decrease)
---------- ------ ----------
(In Thousands)
<S> <C> <C> <C>
Interest-earning assets:
Loans receivable $124 $(121) $ 3
Mortgage-backed securities 47 56 103
Investment securities 85 33 118
Interest earning deposits 21 (10) 11
FHLB stock 17 - 17
---- ----- ----
Total interest-earning assets $294 $ (42) 252
==== ===== ----
Interest-bearing liabilities:
Savings deposits $ (1) $ - $ (1)
Demand and NOW deposits (3) (17) (20)
Certificate accounts 8 (5) 3
FHLB advances 98 20 118
---- ----- ----
Total interest-bearing liabilities $102 $ (2) 100
==== ===== ----
Net interest income $152
====
</TABLE>
8
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 1997 AND 1996
PERFORMANCE SUMMARY
- -------------------
Net earnings for the year ended June 30, 1997 decreased by $2,000, or 0.7% to
$300,000 from $302,000 for the year ended June 30, 1996. The decrease was
primarily due to the combined effects of a $152,000 increase in net interest
income, a decrease in the loan loss provision of $210,000, and a $92,500
decrease in non-interest income, the net of which was more than offset by a
$268,000 increase in non-interest expense, primarily due to the special SAIF
assessment of $226,000, and a $4,000 increase in income tax expense. For the
years ended June 30, 1997 and 1996, the returns on average assets were 0.55% and
0.61% respectively, while the returns on average equity were 4.75% and 8.86%
respectively.
NET INTEREST INCOME
- -------------------
For the year ended June 30, 1997, net interest income increased by $152,000, or
11.2%, to $1.50 million from $1.35 million for the year ended June 30, 1996.
The increase reflected an increase of $252,000 in interest income to $3.9
million from $3.6 million which more than offset an increase of $100,000 in
interest expense to $2.4 million from $2.3 million. The increase in interest
income reflected increased balances of loans receivable, mortgage-backed
securities and investment securities offset by somewhat lower yields earned on
interest-earning assets. Increased balances were funded by the net "Conversion"
proceeds of $5.5 million and $2.8 million of additional FHLB advances. Interest
expense increased primarily due to an increased balance of FHLB advances
together with higher rates paid on such advances.
For the year ended June 30, 1997, the average yield on interest-earning assets
was 7.26% compared to 7.45% for the year ended June 30, 1996. The average cost
of interest-bearing liabilities was 5.10% for the year ended June 30, 1997, an
increase from 5.07% for the year ended June 30, 1996. The decrease in the
average yield on interest-earning assets was due to lower overall levels of
interest rates for loans for the year ended June 30, 1997 as compared to the
earlier period. The average balance of interest-earning assets increased by $4.7
million to $53.2 million for the year ended June 30, 1997 from $48.5 million for
the year ended June 30, 1996. The increase primarily reflected an increase of
$1.5 million in the average balance of loans and $1.5 million in the average
balance of investment securities for the year ended June 30, 1997 as compared to
the year ended June 30, 1996. During this same period, average interest-bearing
liabilities increased by $1.7 million to $46.4 million for the year ended June
30, 1997 from $44.7 million for the year ended June 30, 1996.
The Bank's average interest rate spread was 2.16% for the year ended June 30,
1997, compared to 2.38% for the earlier year period. The average net interest
margin was 2.82% for the year ended June 30, 1997, compared to 2.79% for the
year ended June 30, 1996.
PROVISION FOR LOAN LOSSES
- -------------------------
During the year ended June 30, 1997, the Bank had no provision for loan losses
compared to a provision of $210,000 for the year ended June 30, 1996. The
allowance for loan losses of $285,000, or .94% of loans receivable, net at June
30, 1997, compared to $283,000, or 1.00% of loans receivable, net at June 30,
1996. The allowance for loan losses as a percentage of non-performing loans
decreased to 127.73% at June 30, 1997, from 221.09% at June 30, 1996. The ratio
decreased due to the increase in non-performing loans from $128,000 at June 30,
1996 to $224,000 at June 30, 1997. Management believes the ratio of the
allowance for loan losses to net loans receivable is adequate.
9
<PAGE>
Management will continue to monitor its allowance for loan losses and make
future additions to the allowance through the provision for loan losses as
economic conditions dictate. Although the Bank maintains its allowance for loan
losses at a level which it considers to be adequate to provide for potential
losses, there can be no assurance that future losses will not exceed estimated
amounts or that additional provisions for loan losses will not be required in
future periods.
NON-INTEREST INCOME
- -------------------
For the year ended June 30, 1997, non-interest income decreased $92,000 to
$265,000 from $357,000 for the year ended June 30, 1996. Included in non-
interest income for the year ended June 30, 1996 was $66,000 of patronage
dividends from and gain on the sale of the Bank's former cooperative data
processing service bureau. Patronage dividends are an allocation of earnings to
the user/owners of the cooperative data processing service bureau, all of which
were paid to the Bank and the other user/owners at the time of the sale of the
bureau. Customer service charges, primarily relating to fees on transaction
accounts, were $232,000 for the year ended June 30, 1997 and $231,000 for the
year ended June 30, 1996. Other non-interest income included late charges on
loans of $10,000 and $7,000 for the years ended June 30, 1997 and 1996,
respectively.
INCOME TAXES
- ------------
Income taxes increased by $4,000 to $171,000 for the twelve months ended June
30, 1997 from $167,000 for the year ended June 30, 1996. The effective tax
rates were 36.3% and 35.6% for the years ended June 30, 1997 and 1996,
respectively.
NON-INTEREST EXPENSE
- --------------------
Non-interest expense increased $267,000 to $1.3 million for the year ended June
30, 1997 from $1.0 million for the year ended June 30, 1996. A special
assessment of $226,000 to recapitalize the Savings Association Insurance Fund
(SAIF) substantially contributed to the increase. As a result of the special
assessment, the FDIC has substantially decreased the assessment rate for SAIF
deposit insurance in future periods. The increase was also due to an increase in
compensation and benefits of $55,000, primarily due to ESOP compensation.
Occupancy and equipment expense was up $39,000 due primarily to depreciation on
new hardware and software. This was more than offset by a $46,000 decrease in
data processing expenses due to a new in-house system.
COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
PERFORMANCE SUMMARY
- -------------------
Net earnings for the year ended June 30, 1996 increased by $29,000, or 10.6%, to
$302,000 from $273,000 for the year ended June 30, 1995. The increase was
primarily due to the combined effects of a $225,000 increase in net interest
income and a $91,000 increase in non-interest income, which more than offset a
$209,000 increase in the provision for loan losses and a $32,000 increase in
income taxes. For the year ended June 30, 1996 and 1995, the returns on average
assets were 0.61% and 0.64% respectively, while the returns on average equity
were 8.86% and 8.88% respectively.
10
<PAGE>
NET INTEREST INCOME
- -------------------
For the year ended June 30, 1996, net interest income increased by $225,000, or
20.0%, to $1.4 million from $1.1 million for the year ended June 30, 1995. The
increase reflected an increase of $773,000 in interest income to $3.6 million
from $2.8 million which more than offset an increase of $548,000 in interest
expense to $2.3 million from $1.7 million. The increase in interest income
reflected increased balances of loans receivable, mortgage-backed securities and
investment securities together with higher yields earned on interest-earning
assets. Interest expense increased primarily due to an increased balance of
FHLB advances together with higher rates paid on deposits.
For the year ended June 30, 1996, the average yield on interest-earning assets
was 7.45% compared to 6.86% for the year ended June 30, 1995. The average cost
of interest-bearing liabilities was 5.07% for the year ended June 30, 1996, an
increase from 4.50% for the same period ended June 30, 1995. The increase in
the average yield on interest-earning assets and in the average cost of
interest-bearing liabilities was due to higher overall levels of market interest
rates for the year ended June 30, 1996 as compared to the earlier period. The
average balance of interest-earning assets increased by $7.1 million to $48.5
million for the year ended June 30, 1996 from $41.4 million for the year ended
June 30, 1995. The increase primarily reflected an increase of $4.4 million, or
38.0%, in the average balance of mortgage-backed securities for the year ended
June 30, 1996 as compared to the year ended June 30, 1995. During this same
period, average interest-bearing liabilities increased by $6.5 million to $44.7
million for the year ended June 30, 1996 from $38.1 million for the same period
ended June 30, 1995.
The Bank's average interest rate spread was 2.38% for the year ended June 30,
1996, compared to 2.36% for the earlier year period. The average net interest
margin was 2.78% for the year ended June 30, 1996, compared to 2.72% for the
year ended June 30, 1995.
PROVISION FOR LOAN LOSSES
- -------------------------
During the year ended June 30, 1996, the Bank charged $210,000 against income as
a provision for loan losses compared to a provision of $1,000 for the year ended
June 30, 1995. This charge resulted in an allowance for loan losses of
$283,000, or 1.00% of loans receivable, net at June 30, 1996, compared to
$81,000, or 0.31% of loans receivable, net at June 30, 1995. The allowance for
loan losses as a percentage of non-performing loans increased to 221.09% at June
30, 1996, from 65.03% at June 30, 1995. The ratio increased due to the
provision for loan losses for the year ended June 30, 1996, exceeding net
charge-offs. The increase in the provision for loan losses for the year ended
June 30, 1996 reflected a number of factors, including an increase in the size
of the Bank's loan portfolio , an increase in non-performing and other problem
loans, and the changing composition of the Bank's loan portfolio, which includes
higher levels of non-mortgage loans such as consumer loans, which are generally
considered to present increased credit risk to the Bank, and higher levels of
loans with adjustable interest rates, which present an increased risk of default
in a rising interest rate environment. Management believes the higher ratio of
the allowance for loan losses to net loans receivable also is more consistent
with that of comparable publicly traded financial institutions in the Midwest.
NON-INTEREST INCOME
- -------------------
For the year ended June 30, 1996, non-interest income increased $91,000 to
$357,000 from $266,000 for the same period ended June 30, 1995. Included in
11
<PAGE>
non-interest income was $66,000 of patronage dividends from and gain on the sale
of the Bank's former cooperative data processing service bureau. Patronage
dividends are an allocation of earnings to the user/owners of the cooperative
data processing service bureau, all of which were paid to the Bank and the other
user/owners at the time of the sale of the bureau. Customer service charges,
primarily relating to fees on transaction accounts, were $231,000 for the year
ended June 30, 1996 and $225,000 for the year ended June 30, 1995. Other non-
interest income included late charges on loans of $7,000 and $8,000 for the
years ended June 30, 1996 and 1995, respectively.
NON-INTEREST EXPENSE
- --------------------
Non-interest expense increased by $19,000 to $1.03 million for the year ended
June 30, 1996, from $1.01 million for the year ended June 30, 1995.
Compensation expense increased $37,000 to $616,000 for the year ended June 30,
1996 from $579,000 for the year ended June 30, 1995. Data processing expense
decreased $47,000 to $48,000 for the year ended June 30, 1996 from $95,000 for
the year ended June 30, 1995. This was the result of the Bank implementing an
in-house system in October, 1995.
INCOME TAXES
- ------------
Income taxes increased by $32,000 to $167,000 for the twelve months ended June
30, 1996 from $135,000 for the year ended June 30, 1995. The effective tax
rates were 35.6% and 35.4% for the years ended June 30, 1996 and 1995,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity refers to the ability of the Bank to convert assets into cash or cash
equivalents without significant loss. Liquidity management involves evaluating
the Bank's daily cash flow requirements to meet customer demands, whether they
be depositors wishing to withdraw funds or borrowers requiring funds to meet
their credit needs. Without proper liquidity management, the Company would not
be able to perform the primary function of a financial intermediary and would,
therefore, not be able to meet the production and growth needs of the
communities it serves.
The primary investing activity of the Bank is the origination of loans. The
Bank originated loans of $8.2 million and $9.2 million in 1997 and 1996,
respectively. The Bank's primary sources of funds for investment are cash
receipts from deposits and principal and interest collections on loans and net
earnings. Additional liquidity is available from the maturity and earnings on
securities and mortgage backed securities (MBS), as well as the ability to
liquidate securities available-for-sale. The Bank also has an agreement with the
FHLB of Des Moines to provide cash advances. While maturities and scheduled
amortization of loans and mortgage-backed securities are a predictable source of
funds, deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions and competition. Commitments at June 30,
1997 to originate mortgage loans were approximately $217,000. Commitments on
behalf of borrowers for unused lines of credit were approximately $325,000
expiring in one year or less. These commitments are legally binding agreements
to lend to the Bank's customers. The Bank has $13.7 million in certificates due
within one year and $13.7 million in other deposits without specific maturity at
June 30, 1997. Historically, the Bank has been able to retain most of the
deposits or attract new deposits by offering competitive rates. Management
believes it has an adequate level of liquidity to ensure the availability of
sufficient funds to support loan growth and deposit withdrawals and to satisfy
financial commitments.
12
<PAGE>
The Bank had regulatory capital ratios of 26.1% for total risk-based capital to
risk-weighted assets, 24.9% for Tier I capital to risk-weighted assets, and
10.9% for Tier I capital and tangible capital to adjusted total assets. See
Note 11 of the Notes to Consolidated Financial Statements for further discussion
of the Bank's regulatory capital.
RECENT ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board (the "FASB") recently adopted or issued
proposals and guidelines which may have a significant impact on the accounting
practices of commercial enterprises in general and financial institutions in
particular.
SFAS No. 123, Accounting for Stock-Based Compensation, is effective for fiscal
years beginning after December 15, 1995. This statement established financial
accounting and reporting standards for stock-based employee compensation plans,
including stock option plans. These plans include all arrangements by which
employees receive shares of stock or other equity investments of the employer or
where an employer incurs liabilities to employees in amounts based on the price
of the employer's stock. This statement also applies to transactions in which
an entity issues its equity instruments to acquire goods and services from
nonemployees.
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" supersedes SFAS No. 122 and is effective for all
transfers and servicing of financial assets and extinguishments of liabilities
occurring after December 31, 1996. This statement provides accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on consistent application of a financial-
components approach that focuses on control. It distinguishes transfers of
financial assets that are sales from transfers that are secured borrowings.
Under the financial-components approach, after a transfer of financial assets,
an entity recognizes all financial assets it no longer controls and liabilities
that have been extinguished. The financial-components approach focuses on the
assets and liabilities that exist after the transfer. Many of these assets and
liabilities are components of financial assets that existed prior to the
transfer. If a transfer does not meet the criteria for a sale, the transfer is
accounted for as a secured borrowing with a pledge of collateral.
SFAS 128, "Earnings Per Share", will be adopted for the three months ending
December 31, 1997 as required by the statement. This statement revises the
method of computing "basic" and "diluted" earnings per share, which replaces the
current "primary" and "fully diluted" earnings per share. Basic earnings per
share does not include the effect of common stock equivalents such as stock
options, which were included in primary earnings per share. The Company has a
simple capital structure since it has no convertible securities or options;
therefore, it will present only basic earnings per share. For the year ended
June 30, 1997, basic earnings per share would have been $.55.
SFAS No. 130, "Reporting Comprehensive Income," will be adopted July 1, 1998.
This statement provides accounting and reporting standards to report a measure
of all changes in equity of an enterprise that results from recognized
transactions and economic events of the period. The major component of
comprehensive income for the Company will be unrealized gains and losses on
certain investments in debt and equity securities.
13
<PAGE>
Management believes adoption of SFAS Nos. 123, 125, 128, and 130 will not have a
material effect on the financial position or results of operations, nor will
adoption require additional capital resources.
The foregoing does not constitute a comprehensive summary of all material
changes or developments affecting the manner in which the Bank keeps its books
and records and performs its financial accounting responsibilities. It is
intended only as a summary of some of the recent pronouncements made by the FASB
which are of particular interest to financial institutions.
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical
dollars, without considering changes in the relative purchasing power of money
over time due to inflation. The primary impact of inflation on the operations
of the Bank is reflected in increased operating costs. Unlike most industrial
companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature. As a result, interest rates, generally, have
a more significant impact on a financial institution's performance than does
inflation. Interest rates do not necessarily move in the same direction or to
the same extent as the prices of goods and services. In the current interest
rate environment, management believes that the liquidity and the maturity
structure of the Bank's assets and liabilities are critical to the maintenance
of acceptable performance levels.
14
<PAGE>
[LETTERHEAD OF LOCKRIDGE, CONSTANT & CONRAD, LLC APPEARS HERE]
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
IFB Holdings, Inc.
Chillicothe, Missouri
We have audited the accompanying consolidated statements of financial condition
of IFB Holdings, Inc. and Subsidiary as of June 30, 1997 and 1996, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the years in the three-year period ended June 30, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to in the first
paragraph present fairly, in all material respects, the financial position of
IFB Holdings, Inc. and Subsidiary as of June 30, 1997 and 1996, and the results
of their operations and their cash flows for each of the years in the three-year
period ended June 30, 1997, in conformity with generally accepted accounting
principles.
/s/ Lockridge, Constant & Conrad, LLC
- -------------------------------------
Chillicothe, Missouri
September 10, 1997, except for
Note 22 as to which the date is
September 18, 1997
15
<PAGE>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
At June 30,
-----------------
1997 1996
------- -------
ASSETS (In Thousands)
------ --------------
<S> <C> <C>
Cash on hand and non-interest earning deposits $ 581 $ 471
Interest-earning deposits 2,422 1,609
Investment securities (Note 2):
Securities available-for-sale at fair value 4,760 3,264
Securities held-to-maturity at amortized cost
(estimated market value of $2,210,000 and
$215,000, respectively) 2,209 215
Mortgage-backed securities (Note 3):
Securities available-for-sale at fair value 18,501 16,971
Loans receivable, net (Note 4) 29,962 28,429
Accrued interest receivable (Note 5) 446 457
Investment required by law - stock in
Federal Home Loan Bank and Federal Reserve Bank,
at cost 897 724
Premises and equipment (Note 6) 357 373
Other assets 85 74
------- -------
Total Assets $60,220 $52,587
======= =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Deposits (Note 7) $34,980 $35,495
Federal Home Loan Bank advances (Note 8) 16,265 13,474
Advances from borrowers for taxes and insurance 33 35
Income taxes (Note 10):
Current 72 17
Deferred 72 101
Accrued expenses and other liabilities 157 197
------- -------
Total liabilities 51,579 49,319
------- -------
Commitments and contingencies (Note 14)
Preferred stock, $.01 par value; authorized
100,000 shares; none outstanding - -
Common stock $.01 par value; authorized
900,000 shares, issued 592,523 shares in 1997
and 0 shares in 1996 59 -
Additional paid-in capital 5,477 -
Retained earnings, substantially
restricted (Note 10) 3,559 3,339
Less:
Unrealized gain (loss) on securities
available-for-sale, net of tax (33) (71)
Common stock acquired by the ESOP (Note 9) (421) -
------- -------
Total stockholders' equity 8,641 3,268
------- -------
Total Liabilities and Stockholders' Equity $60,220 $52,587
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
16
<PAGE>
For the Three Years ended June 30, 1997
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
Years ended June 30,
---------------------------
1997 1996 1995
------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Interest income:
Loans receivable (Note 4) $2,343 $2,340 $1,969
Investment securities:
Taxable interest 237 120 105
Nontaxable interest 13 13 13
Dividends 19 18 -
FHLB and FRB dividends 56 39 27
Mortgage-backed and related securities 1,142 1,039 679
Other interest-earning assets 58 47 50
------ ------ ------
Total interest income 3,868 3,616 2,843
------ ------ ------
Interest expense:
Deposits (Note 7) 1,616 1,634 1,481
Federal Home Loan Bank advances 748 630 235
------ ------ ------
Total interest expense 2,364 2,264 1,716
------ ------ ------
Net interest income 1,504 1,352 1,127
Provision for loan losses (Note 4) - 210 1
------ ------ ------
Net interest income after provision for loan losses 1,504 1,142 1,126
------ ------ ------
Noninterest income:
Banking service charges and fees 232 231 225
Gain on sales of interest-earning assets, net (Note 12) 14 46 19
Other (Note 13) 19 80 22
------ ------ ------
Total noninterest income 265 357 266
------ ------ ------
Noninterest expense:
Compensation and benefits (Note 9) 671 616 579
Occupancy and equipment (Note 6) 104 65 56
SAIF deposit insurance premium 283 80 83
Data processing 2 48 95
Professional fees 68 47 45
Printing, postage and supplies 67 65 49
Other (Note 13) 103 109 104
------ ------ ------
Total noninterest expense 1,298 1,030 1,011
------ ------ ------
Income before income taxes 471 469 381
Income tax expense (Note 10) 171 167 135
------ ------ ------
Income before cumulative effect of a
change in accounting principle 300 302 246
Cumulative effect on prior years of a change
in accounting principle (Note 1) - - 27
------ ------ ------
Net income $ 300 $ 302 $ 273
====== ====== ======
Net income per share $ .55 N/A N/A
======
</TABLE>
See accompanying notes to consolidated financial statements.
17
<PAGE>
For the Three Years Ended June 30, 1997
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Three Years Ended June 30, 1997
------------------------------------------------------------------
(In Thousands)
Unrealized
Gain (Loss)
on Securities
Available-
for-Sale,
Net of Common
Additional Deferred Stock
Common Paid-In Retained Income Acquired
Stock Capital Earnings Taxes by ESOP Total
-------- ---------- -------- -------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1994 $ - $ - $2,764 $ (21) $ - $2,743
Net income for the year ended
June 30, 1995 - - 273 - - 273
Cumulative effect of change in
accounting principle - unrealized
net loss for available-for-sale
securities at July 1, 1994 net of
of deferred income taxes of
$30,000 (Note 1) - - - (58) - (58)
Change in net unrealized gains
(losses) for available-for-sale
securities, net of deferred income
tax of $46,000 - - - 84 - 84
------ ------ -------- ------- -------- --------
Balance, June 30, 1995 - - 3,037 5 - 3,042
Additions (deductions) for the year
ended June 30, 1996:
Net income - - 302 - - 302
Change in unrealized gain (loss)
on securities available-for-sale,
net of deferred income tax of
$24,000 - - - (76) - (76)
------ ------ -------- ------- -------- --------
Balance, June 30, 1996 - - 3,339 (71) - 3,268
Additions (deductions) for the year
ended June 30, 1997:
Sale of common stock, net of
offering costs of $403,000 59 5,463 - - - 5,522
Unearned ESOP shares - - - - (474) (474)
Net income - - 300 - - 300
Dividends declared ($.15 per share) - - (80) - - (80)
Allocation of ESOP shares - 14 - - 53 67
Change in unrealized gain (loss) on
securities available-for-sale, net
of deferred income tax of $20,000 - - - 38 - 38
------ ------ -------- ------- -------- --------
Balance, June 30, 1997 $ 59 $5,477 $3,559 $ (33) $(421) $8,641
====== ====== ======== ======= ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
18
<PAGE>
For the Three Years Ended June 30, 1997
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended June 30,
----------------------
1997 1996 1995
------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 300 $ 302 $ 273
Adjustments to reconcile net income to
net cash provided by operating activities:
Net loss (gain) on sales of:
Investment securities - - (1)
Mortgage-backed securities (14) (46) (18)
Depreciation 52 23 19
Provision for loan loss - 210 1
Amortization of premiums, discounts, and loan fees 48 9 62
FHLB stock dividend - (9) -
Changes in assets and liabilities:
Interest receivable 10 (135) (65)
Prepaid expenses and other assets (8) 25 (51)
Income taxes 2 (29) 26
Accrued expenses and other liabilities (42) 76 64
ESOP compensation expense 14 - -
----- ----- -----
NET CASH PROVIDED BY
OPERATING ACTIVITIES 362 426 310
----- ----- -----
</TABLE>
(Continued)
See accompanying notes to consolidated financial statements.
19
<PAGE>
For the Three Years Ended June 30, 1997
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Years ended June 30,
-------------------------
1997 1996 1995
------- ------- -------
(In Thousands)
-------------------------
<S> <C> <C> <C>
Cash flows from investing activities:
Net decrease (increase) in loans 104 (288) 232
Purchased loans (1,655) (2,007) (3,723)
Sale of loans - - 80
Purchase of investment securities-
available-for-sale - (1,579) (74)
Purchase of investment securities-
held-to-maturity (3,402) - (100)
Purchase of mortgage-backed
securities - available-for-sale (6,315) (9,540) (4,644)
Purchase of mortgage-backed
securities - held-to-maturity - - (771)
Mortgage-backed securities
principal repayments -
available-for-sale 2,890 3,009 366
Mortgage-backed securities
principal repayments -
held-to-maturity - - 1,612
Proceeds from maturities/calls
of investment securities
available-for-sale - 600 250
Proceeds from sales of
investment securities -
available-for-sale - - 126
Proceeds from sales of mortgage-
backed securities - available
-for-sale 1,858 2,257 1,713
Purchase of FHLB and FRB stock (173) (365) -
Proceeds from maturities of
certificates of deposit - 100 297
Proceeds from sales of real
estate owned - - 44
Purchase of office properties
and equipment (34) (140) (7)
Loan to ESOP (474) - -
Repayment on ESOP loan 52 - -
------ ------ ------
NET CASH USED IN
INVESTING ACTIVITIES (7,149) (7,953) (4,599)
------ ------ ------
</TABLE>
(Continued)
See accompanying notes to consolidated financial statements.
20
<PAGE>
For the Three Years Ended June 30, 1997
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Years ended June 30,
------------------------
1997 1996 1995
------ ------ -------
(In Thousands)
--------------
<S> <C> <C> <C>
Cash flows from financing activities:
Dividends paid (80) - -
Net increase (decrease) in demand deposits,
NOW accounts, passbook savings accounts,
and certificates of deposit (515) 268 (1,856)
Net increase in escrow mortgage funds (2) (15) 1
Proceeds from Federal Home Loan Bank advances 18,550 9,000 5,400
Principal repayments on Federal Home Loan
Bank advances (15,965) (746) (3,054)
Net borrowings from Federal Home Loan Bank
line of credit 200 (1,200) 3,000
Proceeds from the issuance of common stock 5,522 - -
------ ------ ------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 7,710 7,307 3,491
------ ------ ------
INCREASE (DECREASE) IN CASH 923 (220) (798)
CASH AT BEGINNING OF YEAR 2,080 2,300 3,098
------ ------ ------
CASH AT END OF YEAR $3,003 $2,080 $2,300
====== ====== ======
Supplemental disclosure of cash flow information:
Cash paid for:
Interest - deposits $ 321 $ 383 $ 342
====== ====== ======
Interest - advances $ 747 $ 619 $ 207
====== ====== ======
Income taxes $ 166 $ 176 $ 81
====== ====== ======
Noncash investing and financing activities:
Loans transferred to real estate owned $ - $ - $ 43
====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
21
<PAGE>
June 30, 1997 and 1996
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
- --------
IFB Holdings, Inc.(the "Company") is a Delaware corporation incorporated in
October, 1996, for the purpose of being the holding company for Investors
Federal Bank, N.A. (the Bank). On December 30, 1996, the Bank converted from a
mutual to a stock form of ownership, and the Company completed its initial
public offering, and, with a portion of the net proceeds acquired all of the
issued and outstanding capital stock of the Bank (the "Conversion").
The Bank provides financial services to individuals and corporate customers, and
is subject to competition from other financial institutions. The Bank is also
subject to the regulations of certain Federal agencies and undergoes periodic
examination by those regulatory authorities.
The Company is principally engaged in one to four family home lending in
agricultural-based rural communities in and around Chillicothe, Missouri. The
Company also makes consumer loans depending on demand and management's
assessment as to the quality of the loan.
Basis of Financial Statement Presentation
- -----------------------------------------
The accompanying consolidated financial statements include the accounts of the
Company, and its wholly-owned subsidiary, Investors Federal Bank, N.A., and
Investors Federal Service Corporation, the Bank's wholly owned subsidiary. All
significant intercompany transactions and balances are eliminated in
consolidation.
The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the consolidated
financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the
statement of financial condition and revenues and expenses for the year. Actual
results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for losses on loans and the
valuation of real estate acquired in connection with foreclosure or in
satisfaction of loans. In connection with the determination of the allowances
for losses on loans and foreclosed real estate, management obtains independent
appraisals for significant properties.
While management uses available information to recognize losses on loans and
foreclosed real estate, future additions to the allowances may be necessary
based on changes in local economic conditions. In addition, regulatory
agencies, as an integral part of their examination process, periodically review
the Bank's allowances for losses on loans and foreclosed real estate. Such
agencies may require the Bank to recognize additions to the allowances based
on their judgements about information available to them at the time of their
examination. Because of these factors, in management's judgement, the
allowances for loan losses reflected in the consolidated financial statements is
adequate to absorb estimated losses that may exist in the current portfolio.
Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures About
-----------------
Fair Value of Financial Instruments, requires that the estimated fair value of
- ------------------------------------
the Bank's financial instruments be disclosed. Fair market value estimates of
financial instruments are made at a specific point in time, based on relevant
market information and information about the financial instruments.
These
22
<PAGE>
June 30, 1997 and 1996
estimates do not reflect any premium or discount that could result from offering
for sale at one time the entire holdings or a significant portion of a
particular financial instrument. Because no market exists for a significant
portion of the Bank's financial instruments, some fair value estimates are
subjective in nature and involve uncertainties and matters of significant
judgment. Changes in assumptions could significantly affect these estimates.
Fair value estimates are presented for existing on-balance-sheet and
off-balance-sheet financial instruments without attempting to estimate the value
of anticipated future business and the value of assets and liabilities that are
not considered financial instruments. In addition, the tax ramifications related
to the realization of the unrealized gains and losses can have a significant
affect on fair value estimates and have not been considered in any of the
estimates (see Note 19).
Cash Equivalents
- ----------------
Cash equivalents of $3,003,000 and $2,080,000 at June 30, 1997 and 1996,
respectively, consist of cash on hand, funds due from banks and money market
mutual funds. For purposes of the statements of cash flows, the Bank considers
all highly liquid debt instruments with original maturities when purchased of
three months or less to be cash equivalents.
Investment Securities
- ---------------------
Investment securities that are held for short-term resale are classified as
trading securities and are carried at fair value. Debt securities that
management has the ability and intent to hold to maturity are classified as
held-to-maturity and are carried at cost, adjusted for amortization of premium
and accretion of discounts using the interest method. Other marketable
securities are classified as available-for-sale and are carried at fair value.
Realized and unrealized gains and losses on trading securities are included in
net income. Unrealized gains and losses, net of tax, on securities available-
for-sale are recognized as direct increases or decreases in stockholders'
equity. Cost of securities sold is determined using the specific identification
method. Yields on tax exempt obligations are not computed on a tax-equivalent
basis.
Mortgage-Backed Securities
- --------------------------
Mortgage-backed securities represent participating interest in pools of long-
term first mortgage loans originated and serviced by issuers of the securities.
Mortgage-backed securities are classified as available-for-sale or held-to-
maturity. Available-for-sale securities are carried at fair value with the
unrealized gain or loss, net of income tax, reflected as a separate component of
stockholders' equity and held-to-maturity securities are carried at amortized
cost. Premiums and discounts are amortized using the interest method over the
remaining period to contractual maturity, adjusted for anticipated prepayments.
Cost of mortgage-backed securities sold is recognized using the specific
identification method.
The Bank evaluates mortgage-backed securities on a monthly basis to monitor
prepayments and the resulting effect on yields and valuations. Management
considers the concentration of credit risk to be minimal on mortgage-backed
securities because all such securities are guaranteed as to timely payment of
principal and interest by FNMA, FHLMC, GNMA and SBA or the underlying loans are
insured by private mortgage insurance. Cost of securities sold are recognized
based on the specific-identification method. All sales are made without
recourse.
At June 30, 1997 and 1996, the Bank had no outstanding commitments to sell loans
or securities.
Equity securities that are nonmarketable are carried at cost. Nonmarketable
equity securities held by the Bank consist of their patronage equity in
the
23
<PAGE>
Financial Information Trust (a computer service bureau) and stock in the Federal
Home Loan Bank and Federal Reserve Bank. In June, 1996, the Bank sold its
interest in the Financial Information Trust. The Bank, as a member of the
Federal Home Loan Bank System and Federal Reserve Bank, is required to maintain
an investment in capital stock. No ready market exists for the stock and it has
no quoted market value. For reporting purposes these investments are assumed to
have a market value equal to cost. (See Note 19.)
Accounting for Certain Investments in Debt and Equity Securities
- ----------------------------------------------------------------
In May 1993 the FASB issued SFAS No. 115, Accounting for Certain Investments in
-------------------------------------
Debt and Equity Securities. SFAS No. 115 addresses the accounting and reporting
- --------------------------
for investments in equity securities that have readily determinable fair values
and for all investments in debt securities. Those investments are to be
classified in three categories and accounted for as follows:
* Debt securities that the enterprise has the positive intent and ability to
hold to maturity are classified as held-to-maturity securities and reported
---------------------------
at amortized cost.
* Debt and equity securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading
-------
securities and reported at fair value, with unrealized gains and losses
----------
included in earnings.
* Debt and equity securities not classified as either held-to-maturity
securities or trading securities are classified as available-for-sale
------------------
securities and reported at fair value, with unrealized gains and losses
----------
excluded from earnings and reported in a separate component of
stockholders' equity.
SFAS No. 115 is restrictive as to suitable reasons for selling any security
classified as held to maturity. Investments and mortgage-backed securities
classified as available-for-sale provide greater flexibility for asset/liability
management, liquidity needs, reacting to changes in market rates and related
prepayment risk, and changes in availability of and the yield on alternative
investments. The Bank has determined that all of the mortgage-backed
securities are classified as available-for-sale and a majority of the
investments are classified as available-for-sale.
SFAS No. 115 was adopted effective July 1, 1994. The effect of adopting SFAS
No. 115 effective July 1, 1994, was to decrease investment and mortgage-backed
securities, deferred taxes payable and retained earnings by $88,000, $30,000,
and $58,000 respectively. Additionally, $27,000 was included in earnings for
the year ended June 30, 1995, representing the cumulative effect, net of
deferred tax of $14,000, of reversing losses that had been previously reflected
in earnings under the prior method of accounting for investments.
Loans Receivable
- ----------------
Loans receivable are stated at unpaid principal balances, less the allowance for
loan losses, and net deferred loan-origination costs.
The allowance for loan losses is increased by charges to income and decreased by
charge-offs (net of recoveries). Management's periodic evaluation of the
adequacy of the allowance is based on the Bank's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the borrower's ability to repay, the estimated value of any underlying
collateral, and current economic conditions.
Uncollectible interest on loans that are contractually past due is charged off,
or an allowance is established based on management's periodic
24
<PAGE>
evaluation. The allowance is established by a charge to interest income equal to
all interest previously accrued, and income is subsequently recognized only to
the extent that cash payments are received until, in management's judgement, the
borrower's ability to make periodic interest and principal payments is back to
normal, in which case the loan is returned to accrual status.
Effective July 1, 1995, the Bank adopted SFAS No. 114, Accounting by Creditors
-----------------------
for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for
- ------------------------ ---------------------------
Impairment of a Loan - Income Recognition and Disclosures, which amends SFAS No.
- ---------------------------------------------------------
114. SFAS No. 114, as amended by SFAS No. 118, defines the recognition criteria
for loan impairment and the measurement methods for certain impaired loans and
loans for which terms have been modified in troubled-debt restructurings (a
restructured loan). Specifically, a loan is considered impaired when it is
probable a creditor will be unable to collect all amounts due - both principal
and interest - according to the contractual terms of the loan agreement. When
measuring impairment, the expected future cash flows of an impaired loan are
required to be discounted at the loan's effective interest rate. Alternatively,
impairment can be measured by reference to an observable market price, if one
exists, or the fair value of the collateral for a collateral-dependent loan.
Regardless of the historical measurement method used, SFAS No. 114 requires a
creditor to measure impairment based on the fair value of the collateral when
the creditor determines foreclosure is probable. Additionally, impairment of a
restructured loan is measured by discounting the total expected future cash
flows at the loan's effective rate of interest as stated in the original loan
agreement.
The Bank applies the recognition criteria of SFAS No. 114 to multi-family
residential loans, commercial real estate loans and agriculture loans. Smaller
balance, homogeneous loans, including one-to-four family residential loans and
consumer loans, are collectively evaluated for impairment. SFAS No. 118 amends
SFAS No. 114 to allow a creditor to use existing methods for recognizing
interest income on impaired loans. The Bank has elected to continue to use its
existing nonaccrual methods for recognizing interest on impaired loans. The
adoption of SFAS No. 114 and SFAS No. 118 resulted in no prospective adjustment
to the allowance for loan losses and did not affect the Bank's policies
regarding charge-offs or recoveries.
Loan-Origination Fees, Commitment Fees, and Related Costs
- ---------------------------------------------------------
Loan fees and certain direct loan origination costs are deferred, and the net
fee or cost is recognized as an adjustment to interest income using the interest
method over the contractual life of the loans, adjusted for estimated
prepayments based on the Bank's historical prepayment experience.
Foreclosed Real Estate
- ----------------------
Real estate properties acquired through, or in lieu of, loan foreclosure are
initially recorded at fair value less estimated selling costs at the date of
foreclosure. Costs relating to development and improvement of property are
capitalized, whereas costs relating to the holding of property are expensed.
Valuations are periodically performed by management, and an allowance for losses
is established by a charge to operations if the carrying value of a property
exceeds its estimated net realizable value.
All foreclosed real estate owned is held-for-sale. There was no foreclosed real
estate owned at June 30, 1997.
25
<PAGE>
Income Taxes
- ------------
Deferred income taxes arise from temporary differences between the financial
statement carrying amounts and the tax basis of existing assets and liabilities.
An asset and liability approach is used for financial accounting and reporting
of income taxes which, among other things, requires the Bank to take into
account changes in the tax rates when valuing the deferred income tax accounts
recorded on the balance sheet. A deferred tax liability or asset is recognized
for the estimated future tax effects attributable to temporary differences and
loss carryforwards. Temporary differences include differences between financial
statement income and tax return income which are expected to reverse in future
periods as well as differences between the tax bases of assets and liabilities
and their amounts for financial reporting which are also expected to be settled
in future periods. To the extent a deferred tax asset is established which is
not realizable, a valuation allowance shall be established against such asset.
Premises and Equipment
- ----------------------
Land is carried at cost. Buildings, furniture, fixtures, and equipment are
carried at cost, less accumulated depreciation and amortization. Buildings and
furniture, fixtures, and equipment are depreciated using the straight-line
method over the estimated useful lives of the assets. Estimated useful lives
range from ten to forty years for buildings and related improvements and from
three to eighteen years for furniture, fixtures and equipment.
Net Income Per Share
- --------------------
Net income per share for the year ended June 30, 1997 was determined by dividing
net income for the year by 547,929, the weighted average number of shares of
common stock outstanding.
26
<PAGE>
NOTE 2: INVESTMENT SECURITIES
Securities available-for sale consist of the following:
<TABLE>
<CAPTION>
June 30, 1997
------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -------
(In Thousands)
<S> <C> <C> <C> <C>
Bonds, notes and debentures
at fair value:
Federal agencies $1,591 $ 4 $(20) $1,575
FHLB zero coupon bond 95 - (2) 93
Equity securities at fair value:
Mutual funds 1,415 2 (22) 1,395
FNMA preferred stock 1,002 32 - 1,034
FHLMC preferred stock 665 - (2) 663
------ ---------- ---- ------
$4,768 $38 $(46) $4,760
====== ========== ==== ======
<CAPTION>
June 30, 1996
--------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ----------- -------
(In Thousands)
<S> <C> <C> <C> <C>
Bonds, notes and debentures
at fair value:
Federal agencies $1,000 $ - $(38) $ 962
Equity securities at fair value:
Mutual funds 1,337 2 (31) 1,308
FNMA preferred stock 1,002 - (8) 994
------ ---------- ---- ------
$3,339 $ 2 $(77) $3,264
====== ========== ==== ======
</TABLE>
27
<PAGE>
Securities held-to-maturity consist of the following:
<TABLE>
<CAPTION>
June 30, 1997
------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ----------- ------
(In Thousands)
--------------
<S> <C> <C> <C> <C>
Bonds, notes and debentures
at fair value:
Bankers acceptance $ 998 $- $ - $ 998
U.S. Treasury note 500 - (1) 499
Federal agencies 496 2 - 498
Municipal securities 215 - - 215
------ ---------- ---------- ------
$2,209 $2 $(1) $2,210
====== ========== ========== ======
<CAPTION>
June 30, 1996
------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ----------- ------
(In Thousands)
--------------
<S> <C> <C> <C> <C>
Bonds, notes and debentures
at fair value:
Municipal securities $ 215 $- $ - $ 215
========= ========== ========== ======
</TABLE>
The following is a summary of debt securities at June 30, 1997, by contractual
maturity for available-for-sale and held-to-maturity securities.
<TABLE>
<CAPTION>
Securities Available- Securities To Be Held-
for-Sale To-Maturity
--------------------- ----------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
----------- ------- ----------- --------
(In Thousands)
<S> <C> <C> <C> <C>
Due in one year or less $ 500 $ 495 $1,994 $1,995
Due after one year
through five years - - 215 215
Due after five years
through ten years 591 595 - -
Due after ten year 594 578 - -
------ ------ ------ ------
$1,685 $1,668 $2,209 $2,210
====== ====== ====== ======
</TABLE>
During the years ended June 30, 1997 and 1996, the Bank did not sell any
investment securities from their available-for-sale portfolio.
Investment securities carried at approximately $496,000 at June 30, 1997 were
pledged to secure Federal Home Loan Bank borrowings. No investment securities
were pledged at June 30, 1996.
28
<PAGE>
NOTE 3: MORTGAGE-BACKED SECURITIES
Mortgage-backed securities available-for-sale consist of the following:
<TABLE>
<CAPTION>
June 30, 1997
-------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ----------- -------
(In Thousands)
--------------
<S> <C> <C> <C> <C>
Mortgage-backed securities
at fair value:
GNMA certificates $ 1,193 $ 15 $ (3) $ 1,205
FHLMC certificates 1,505 21 (6) 1,520
FNMA certificates 3,109 56 (1) 3,164
CMO/REMIC 4,617 12 (8) 4,621
SBA pools 8,118 13 (140) 7,991
------- ---- ----- -------
$18,542 $117 $(158) $18,501
======= ==== ===== =======
</TABLE>
Of the $4,621,000 of fair value of CMO/REMIC's above, $4,112,000 was guaranteed
by FNMA or FHLMC. The balance of $509,000 was guaranteed by private mortgage
insurance companies.
<TABLE>
<CAPTION>
June 30, 1996
-------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ----------- -------
(In Thousands)
--------------
<S> <C> <C> <C> <C>
Mortgage-backed securities
at fair value:
GNMA certificates $ 1,158 $ 4 $ (11) $ 1,152
FHLMC certificates 2,235 20 (6) 2,248
FNMA certificates 4,474 56 (1) 4,528
CMO/REMIC 3,034 5 (36) 3,003
SBA pools 6,105 512 (578) 6,040
------- ---- ----- -------
$17,006 $597 $(632) $16,971
======= ==== ===== =======
</TABLE>
Of the $3,003,000 of fair value of CMO/REMIC's above, $2,319,000 was guaranteed
by FNMA or FHLMC. The balance of $684,000 was guaranteed by private mortgage
insurance companies.
29
<PAGE>
The amortized cost and fair value of mortgage-backed securities by contractual
maturity, are shown below as of June 30, 1997. Expected maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Mortgage-Backed Securities
Available-for-Sale
--------------------------
Amortized Fair
Cost Value
-------------- ----------
(In Thousands)
--------------
<S> <C> <C>
Due in one year or less $ - $ -
Due after one year
through five years 244 236
Due after five years
through ten years - -
Due after ten years 18,298 18,265
------- -------
$18,542 $18,501
======= =======
</TABLE>
During the year ended June 30, 1997, the Bank sold mortgage-backed securities
available-for-sale with total proceeds of $1,862,000 resulting in gross realized
gains of $14,000 and no realized losses. During the year ended June 30, 1996,
the Bank sold mortgage-backed securities available-for-sale with total proceeds
of $2,257,000 resulting in gross realized gains of $46,000 and no realized
losses.
During the year ended June 30, 1995, the Bank sold mortgage-backed securities
available-for-sale with total proceeds of $1,713,000 resulting in gross realized
gains of $19,000 and no realized losses.
Mortgage-backed securities available-for-sale with a fair value of $4,062,000
were pledged in connection with Federal Home Loan Bank borrowings at June 30,
1997.
30
<PAGE>
NOTE 4: LOANS RECEIVABLE
Loans receivable at June 30 are summarized as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Mortgage loans:
One-to-four-family $23,386,000 $22,798,000
Commercial 471,000 369,000
Non-residential real estate 1,729,000 1,955,000
----------- -----------
Total mortgage loans 25,586,000 25,122,000
----------- -----------
Other loans:
Automobile 1,669,000 1,365,000
SBA guaranteed 971,000 982,000
Home improvement - FHA 1,202,000 437,000
Loans on savings accounts 395,000 341,000
Other 410,000 434,000
----------- -----------
Total other loans 4,647,000 3,559,000
----------- -----------
Add:
Deferred loan costs 15,000 36,000
Less:
Loans in process 1,000 5,000
Allowance for loan losses 285,000 283,000
----------- -----------
Loans receivable, net $29,962,000 $28,429,000
=========== ===========
</TABLE>
At June 30, 1997, the Bank's loan portfolio consisted of $8,612,000 of fixed
rate loans and $21,621,000 of variable rate loans. The fixed rate loans had a
weighted average term to maturity of 7.92 years and a weighted average interest
rate of 9.26%.
The Bank is required to maintain qualifying collateral for the Federal Home Loan
Bank of Des Moines (the "Bank") representing 150 percent of current Bank credit.
(See Note 8.) At June 30, 1997, the Bank met this requirement. Qualifying
collateral is defined as fully disbursed, whole first mortgage loans on improved
residential property or securities representing a whole interest in such
mortgages. The mortgages must not be past due more than 60 days. They must not
be otherwise pledged or encumbered as security for other indebtedness, and the
documents must be in the physical possession or control of the Bank. The
documents that govern the determination of the qualifying mortgage collateral
are the (a) Federal Home Loan Bank of Des Moines' Credit Policy Statement,
dated May 1, 1997, and (b) the Agreement for Advances, Pledge, and Security
Agreement between the Bank and the Federal Home Loan Bank of Des Moines, dated
April 3, 1989.
31
<PAGE>
Activity in the allowance for loan losses is summarized as follows for the years
ended June 30:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Balance at beginning of year $283 $ 81 $ 89
Provision charged to income - 210 1
Charge-offs (3) (11) (11)
Recoveries 5 3 2
---- ---- ----
Balance at end of year $285 $283 $ 81
==== ==== ====
</TABLE>
Nonaccrual and renegotiated loans for which interest has been reduced totaled
approximately $224,000 and $128,000 at June 30, 1997 and 1996, respectively.
Interest income foregone on these loans was insignificant.
The Bank is not committed to lend additional funds to debtors whose loans have
been modified.
NOTE 5: ACCRUED INTEREST RECEIVABLE
Accrued interest receivable at June 30 is summarized as follows:
<TABLE>
<CAPTION>
1997 1996
------ ------
(In Thousands)
<S> <C> <C>
Investment securities $ 26 $ 26
Mortgage-backed
securities 177 170
Loans receivable 243 261
----- -----
$ 446 $ 457
===== =====
</TABLE>
NOTE 6: PREMISES AND EQUIPMENT
Premises and equipment at June 30 are summarized as follows:
<TABLE>
<CAPTION>
1997 1996
------ ------
(In Thousands)
<S> <C> <C>
Cost:
Land $101 $101
Building 359 338
Furniture, fixtures, and equipment 473 459
------ ------
933 898
Less accumulated depreciation and
amortization 576 525
------ ------
$357 $373
====== ======
</TABLE>
Depreciation expense for the years ended June 30, 1997, 1996 and 1995 was
$52,000, $23,000 and $19,000, respectively.
32
<PAGE>
NOTE 7: DEPOSITS
Deposits at June 30 are summarized as follows:
<TABLE>
<CAPTION>
1997 1996
-------------------------- ---------------------------
Weighted Weighted
Average Average
Rate Amount % Rate Amount %
-------- ------- ------ -------- ------- ------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Noninterest-bearing -% 1,800 5.1 -% $ 1,462 4.1
Demand and NOW 2.71% 2,371 6.8 2.78% 2,362 6.7
Money market 3.94% 6,982 20.0 4.08% 7,301 20.6
Passbook savings 3.00% 2,520 7.2 2.99% 2,607 7.3
------- ------ ------- -----
3.10% 13,673 39.1 3.51% 13,732 38.7
------- ------ ------- -----
Certificates of deposit:
2.00% to 2.99% 2.00% 2 - -% - -
3.00% to 3.99% 3.91% 6 - 3.83% 39 0.1
4.00% to 4.99% 4.79% 1,108 3.2 4.62% 2,602 7.3
5.00% to 5.99% 5.40% 16,144 46.2 5.39% 14,237 40.1
6.00% to 6.99% 6.32% 3,580 10.2 6.29% 4,038 11.4
7.00% to 7.99% 7.26% 434 1.2 7.36% 516 1.5
8.00% to 8.99% 8.10% 33 .1 8.34% 331 0.9
------- ------ ------- -----
5.57% 21,307 60.9 5.56% 21,763 61.3
------- ------ ------- -----
4.60% $34,980 100.0 4.60% $35,495 100.0
======= ====== ======= =====
</TABLE>
The aggregate amount of short-term jumbo certificates of deposit with a minimum
denomination of $100,000 was approximately $1,291,000 and $1,182,000 at June 30,
1997 and 1996, respectively. Balances of deposit accounts in excess of $100,000
are not federally insured.
At June 30, 1997, scheduled maturities of certificates of deposit are as
follows:
<TABLE>
<CAPTION>
Year Ending June 30, 1997
-------------------------------------------------------------
1998 1999 2000 2001 2002 Thereafter
------- ------ ------ ------ ------ ----------
(In Thousands)
--------------
<S> <C> <C> <C> <C> <C> <C>
2.00% to 2.99% $ 2 $ - $ - $ - $ - $ -
3.00% to 3.99% 6 - - - - -
4.00% to 4.99% 900 175 32 - - 1
5.00% to 5.99% 11,982 2,683 643 353 108 375
6.00% to 6.99% 826 341 1,601 650 141 21
7.00% to 7.99% - 402 32 - - -
8.00% to 8.99% - 33 - - - -
------- ------ ------ ------ ------ ----------
$13,716 $3,634 $2,308 $1,003 $ 249 $397
======= ====== ====== ====== ====== ==========
</TABLE>
Interest expense on deposits for the years ended June 30 is summarized as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
(In Thousands)
<S> <C> <C> <C>
Passbook, money market and NOW $ 432 $ 453 $ 440
Interest expense on certificates
of deposit greater than $100,000 74 75 54
Certificates of deposit 1,110 1,106 987
------ ------ ------
$1,616 $1,634 $1,481
====== ====== ======
</TABLE>
33
<PAGE>
NOTE 8: FEDERAL HOME LOAN BANK ADVANCES
Advances consist of the following:
<TABLE>
<CAPTION>
June 30,
Maturity Interest ---------------------------
Date Rate 1997 1996
-------- -------- ------------ -----------
<S> <C> <C> <C>
07-01-96 5.48% $ - $ 500,000
07-08-96 5.52% - 700,000
07-24-96 5.46% - 500,000
08-05-96 5.52% - 500,000
08-15-96 5.45% - 1,000,000
08-16-96 5.55% - 500,000
08-29-96 6.16% - 500,000
09-16-96 5.62% - 500,000
10-24-96 5.47% - 1,000,000
02-02-97 5.57% - 1,800,000
04-18-97 5.35% - 1,000,000
04-18-97 5.36% - 1,000,000
04-24-97 5.39% - 1,000,000
07-29-97 5.82% 500,000 -
08-04-97 5.83% 500,000 -
08-13-97 5.50% 500,000 -
08-18-87 5.66% 1,000,000 -
09-12-97 5.95% 200,000 200,000
09-23-97 5.70% 1,000,000 -
10-20-97 5.62% 1,000,000 -
11-28-97 5.92% 500,000 -
12-22-97 5.69% 1,000,000 -
01-30-98 5.75% 2,000,000 -
04-10-98 5.63% 1,000,000 -
04-10-98 5.63% 1,000,000 -
05-29-98 6.09% 500,000 -
06-19-98 5.58% 1,000,000 -
------------ -----------
Total short-term advances 11,700,000 10,700,000
------------ -----------
09-14-98 6.03% 200,000 200,000
10-20-98 6.13% 400,000 400,000
09-10-99 6.63% 500,000 -
06-23-00 6.33% 600,000 -
09-14-00 6.22% 200,000 200,000
02-27-01 6.00% 500,000 500,000
04-10-01 6.82% 500,000 500,000
03-27-02 7.31% 500,000 -
09-26-08 5.78% 82,000 87,000
10-10-08 5.76% 83,000 88,000
10-24-08 5.90% 83,000 88,000
10-28-08 5.93% 83,000 88,000
11-03-00 6.12% 84,000 89,000
11-07-00 6.20% 84,000 89,000
11-21-08 6.35% 84,000 89,000
11-28-08 6.21% 84,000 89,000
12-05-08 6.24% 84,000 89,000
12-23-08 6.22% 84,000 89,000
01-07-09 6.19% 85,000 89,000
12-02-11 6.57% 245,000 -
------------ -----------
Total long-term advances 4,565,000 2,774,000
------------ -----------
Total advances $16,265,000 $13,474,000
============ ===========
</TABLE>
See Notes 2, 3 and 4 of the financial statements for collateral securing this
indebtedness.
34
<PAGE>
Advances at June 30, 1997, have maturities in the years ending as follows:
06-30-98 $11,268,000
06-30-99 1,173,000
06-30-2000 1,378,000
06-30-2001 1,083,000
06-30-2002 588,000
Thereafter 775,000
-----------
$16,265,000
===========
The short-term advances include $9,000,000 which have variable rates and the
rate adjusts daily or monthly. All other advances are at fixed rates.
The maximum amount of Federal Home Loan Bank advances outstanding at any month
end during the years ended June 30, 1997 and 1996 was $16,265,000 and
$14,483,000 respectively.
The short-term advance maturing January 30, 1998 in the amount of $2,000,000 was
the balance due on a line of credit. The total line of credit available was
$2,000,000. Interest due on the line of credit is variable and adjusts daily.
NOTE 9: PENSION PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN
The Bank had a defined contribution pension plan which covered all eligible
employees who had completed one full year of continuous service. The benefits
contemplated by the plan were funded through employer contributions on the basis
of salaries. The cost of funding is charged to current operations as accrued
and there is no unfunded liability for past service. The amount funded and
charged to expense amounted to approximately $23,000 and $27,000 in 1996 and
1995. The Bank is in the process of discontinuing the plan.
Employee Stock Ownership Plan
- -----------------------------
In conjunction with the Conversion, the Bank formed an Employee Stock Ownership
Plan ("ESOP"). The ESOP covers substantially all employees with more than one
year of employment and who have attained the age of 21. The ESOP borrowed
$474,000 from the Company and purchased 47,401 common shares issued in the
Conversion. The loan is payable over a period of 10 years with an interest rate
equal to the Bank's prime rate. The Bank makes scheduled discretionary cash
contributions to the ESOP sufficient to service the amount borrowed.
Shares are released for allocation to participants based upon the ratio of the
current year's debt service to the sum of total principal and interest payments
over the life of the loan. Released shares are allocated among ESOP participants
on the basis of compensation in the year of allocation. Dividends paid on
allocated shares are added to participant accounts. Dividends paid on
unallocated shares are to be used to pay principal and interest on the loan.
The Company accounts for its ESOP in accordance with Statement of Position 93-6.
Accordingly, the debt of the ESOP is recorded as debt and shares pledged as
collateral are reported as unearned ESOP shares, a reduction of stockholder's
equity. As shares are released from collateral, the Bank records compensation
expense in an amount equal to the fair value of the shares, and the shares
become outstanding for net income per share computations. Compensation expense
is also recognized for Company dividends on unallocated shares paid or added to
participant accounts. ESOP compensation expense was $73,000 for the year ended
June 30, 1997.
35
<PAGE>
The ESOP shares as of June 30, 1997 were as follows:
Allocated shares 2,211
Shares released for allocation 3,049
Unreleased shares 42,141
--------
Total ESOP shares 47,401
========
Fair value of unreleased shares
at June 30, 1997 $548,000
========
NOTE 10: INCOME TAXES
As discussed in Note 1, the Company uses the liability method of accounting for
income taxes. Under this method, deferred income taxes are recognized for the
tax consequences of "temporary differences" by applying statutory tax rates
applicable to future years to differences between the financial statement
carrying amounts and tax bases of existing assets and liabilities.
Retained earnings of the Bank at June 30, 1997 and 1996 includes approximately
$127,000, for which no provision for federal income tax has been made. This
amount represents allocation of income to bad debt deductions for tax purposes
only. Reduction of amounts allocated for purposes other than tax bad debt
losses will create income for tax purposes only, which will be subject to the
then current corporate income tax rate.
Income tax expense for the periods then ended is summarized as follows:
<TABLE>
<CAPTION>
June 30,
------------------------------
1997 1996 1995
--------- --------- --------
<S> <C> <C> <C>
Current $221,000 $208,000 $ 89,000
Deferred (benefit) (50,000) (41,000) 46,000
-------- -------- --------
$171,000 $167,000 $135,000
======== ======== ========
</TABLE>
Total income tax expense differed from the amounts computed by applying the U.S.
Federal income tax rates of 34 percent to income before income taxes as a result
of the following:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Expected income tax expense at federal tax rate $160,000 $160,000 $129,000
State tax net of Federal tax benefit 12,000 8,000 16,000
Tax rate benefit - - (2,000)
Municipal income and dividends nontaxable (16,000) (3,000) (4,000)
Compensation expense for employee stock plan 5,000 - -
Other 10,000 2,000 (4,000)
-------- -------- --------
Total income tax expense $171,000 $167,000 $135,000
======== ======== ========
</TABLE>
36
<PAGE>
Deferred tax liabilities (assets) are comprised of the following at June 30:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Income and expenses recognized in the financial statements on the accrual
basis, but on the cash basis for tax purposes $ 125,000 $ 127,000
Income tax basis of FHLB stock versus carrying value 49,000 49,000
Tax bad debt reserve - 44,000
Deferred loan costs 6,000 14,000
Net fixed assets 19,000 15,000
--------- ---------
Gross deferred tax liabilities 199,000 249,000
--------- ---------
Unrealized loss on available-for-sale securities (17,000) (38,000)
Provision for loan loss (110,000) (110,000)
--------- ---------
Gross deferred tax assets (127,000) (148,000)
--------- ---------
Net deferred tax liability $ 72,000 $ 101,000
========= =========
</TABLE>
For years ended June 30, 1997, 1996 and 1995, deferred tax expense resulted from
temporary differences between the financial statement carrying amounts and the
tax basis of existing assets and liabilities. The sources and tax effects of
these temporary and timing differences are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------- -------- ---------
<S> <C> <C> <C>
Income and expense recognized in the financial statements on
the accrual basis, but on the cash basis for tax purposes $ (1,000) $30,000 $ 10,000
FHLB stock basis - 3,000 -
Tax bad debt reserve (44,000) 4,000 5,000
Deferred loan fees (8,000) 2,000 10,000
Net fixed assets 4,000 9,000 5,000
Provision for loan loss (1,000) (89,000) -
Missouri state tax offset - - 16,000
------- -------- -------
$(50,000) $(41,000) $46,000
======== ======== ========
</TABLE>
Prior to the Conversion, the Bank filed a Savings and Loan Association Tax
Return with the State of Missouri. During the years 1975-1979, the Bank paid an
intangibles tax which was subsequently declared unconstitutional. In May, 1987,
the Missouri Department of Revenue determined that interest would be accrued on
the refund claims at the rate of 6% commencing August 13, 1978. All such claims
and related accrued interest were to be remitted to the Bank by cash payments
and credits to offset future Missouri savings and loan tax liabilities. A
deferred tax asset was established for this right to offset future Missouri tax
liability.
This deferred tax asset was reduced by $19,000 as a result of its state tax
liability for the year ended June 30, 1995.
The Bank did not establish a valuation allowance for its deferred tax assets as
management believes they are realizable.
37
<PAGE>
NOTE 11: REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements administered
by its primary federal regulator, the Office of the Comptroller of the Currency
(OCC). Failure to meet the minimum regulatory capital requirements can initiate
certain mandatory, and possible additional discretionary actions by regulators,
that if undertaken, could have a direct material affect on the Bank and the
consolidated financial statements. Under the regulatory capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines involving quantitative measures of the
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classification under the prompt corrective action guidelines are also subject to
qualitative judgements by the regulators about components, risk weightings, and
other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios of: total risk-based
capital and Tier I capital to risk-weighted assets (as defined in the
regulations), and Tier I capital to adjusted total assets (as defined), and
tangible capital to adjusted total assets (as defined). As discussed in greater
detail below, as of June 30, 1997, the Bank does meet all of the capital
adequacy requirements to which it is subject.
As of June 30, 1997, the most recent notification from the OCC, the Bank was
categorized as well-capitalized under the regulatory framework for prompt
corrective action. To be categorized as well-capitalized, the Bank must maintain
minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as
disclosed in the table below. There are no conditions or events since the most
recent notification that management believes have changed the Bank's prompt
corrective action category.
<TABLE>
<CAPTION>
For Capital Adequacy Purposes
and to be Well-Capitalized
under the
Prompt Corrective Action
Actual Provisions
-------------------- ---------------------
Amount Ratio Amount Ratio
------ ----- ------ -----
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
As of June 30, 1997
Total Risk-Based Capital (to Risk Weighted Assets) $6,155 26.1% $2,359 10.0%
Tier I Capital (to Risk-Weighted Assets) $5,870 24.9% $1,416 6.0%
Tier I Capital (to Adjusted Total Assets) $5,870 10.9% $3,241 6.0%
Tangible Capital (to Adjusted Total Assets) $5,870 10.9% $2,701 5.0%
As of June 30, 1996
Total Risk-Based Capital (to Risk Weighted Assets) $3,524 17.4% $2,025 10.0%
Tier I Capital (to Risk-Weighted Assets) $3,445 17.0% $1,215 6.0%
Tier I Capital (to Adjusted Total Assets) $3,445 6.5% $3,172 6.0%
Tangible Capital (to Adjusted Total Assets) $3,445 6.5% $2,644 5.0%
</TABLE>
38
<PAGE>
NOTE 12: GAIN ON SALES OF INTEREST EARNING ASSETS, NET
Gains are summarized as follows for the years ended June 30:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Realized gains on sales of:
Mortgage-backed securities - gains $14,000 $46,000 $18,000
Investment securities - gains - - 1,000
------- ------- -------
$14,000 $46,000 $19,000
======= ======= =======
</TABLE>
NOTE 13: OTHER NON-INTEREST INCOME AND EXPENSE
Other non-interest income and expense amounts are summarized as follows for the
years ended June 30:
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Other noninterest income:
Loan late charges $ 10,000 $ 7,000 $ 8,000
Other 9,000 73,000 14,000
-------- -------- --------
$ 19,000 $ 80,000 $ 22,000
======== ======== ========
Other noninterest expense:
Advertising and promotion $ 20,000 $ 19,000 $ 28,000
Telephone 17,000 16,000 8,000
Other 66,000 74,000 68,000
-------- -------- --------
$103,000 $109,000 $104,000
======== ======== ========
</TABLE>
In 1996, other income includes approximately $66,000 of patronage dividends and
gain on the sale of the Bank's former cooperative data processing service
bureau. Patronage dividends are an allocation of earnings to the user owners of
a cooperative association, which may be credited to the user owner's account or
paid in cash. As a result of the sale of the service bureau, all of the
dividends have been paid to the Bank.
NOTE 14: COMMITMENTS AND CONTINGENCIES
Loan Commitments
- ----------------
At June 30, 1997, the Bank had outstanding firm commitments to originate loans
as follows:
Fixed Rate Variable Rate Total
---------- ------------- -----
$80,000 $137,000 $217,000
========= ======== ========
These loans are at rates of 7.05% to 10.50% for terms of one to twenty years.
39
<PAGE>
The Bank is involved, from time to time, as plaintiff or defendant in various
legal actions arising in the normal course of their businesses. While the
ultimate outcome of these proceedings cannot be predicted with certainty, it is
the opinion of management, after consultation with counsel representing the Bank
in the proceedings, that the resolution of these proceedings should not have a
material effect on the Bank's financial position or results of operations on a
consolidated basis.
NOTE 15: FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
The Bank is a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These
financial instruments include commitments to extend credit. Those instruments
involve, to varying degrees, elements of credit risk in excess of the amount
recognized in the statement of financial position. The contract or notional
amounts of those instruments reflect the extent of the Bank's involvement in
particular classes of financial instruments.
The Bank's exposure to credit loss in the event of nonperformance by the other
party to the commitments to extend credit is represented by the contractual
notional amount of those instruments. The Bank uses the same credit policies in
making commitments and conditional obligations as it does for on-balance-sheet
instruments.
Unless noted otherwise, the Bank does not require collateral or other security
to support financial instruments with credit risk.
Contract or
Notional Amount
---------------
Financial instruments the contract
amounts of which represent credit risk:
Commitments to extend credit $217,000
Open lines of credit $325,000
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. These
commitments and outstanding lines of credit generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Since some
commitments can expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The amount of collateral
obtained, if it is deemed necessary by the Bank upon extension of credit, is
based on management's credit evaluation of the counterparty. Collateral held
varies but may include accounts receivable, inventory, property, plant, and
equipment, and income-producing commercial properties.
The Bank invests funds in other financial institutions in the form of
certificates of deposit, none of which exceed the insured limit of $100,000. In
addition, the Bank maintains cash accounts at the Federal Home Loan Bank and
four banks. Balances reflected on the banks' statements exceed the $100,000
insurance limit by varying amounts on a daily basis. The Bank controls this
risk by monitoring the financial condition of the banks. The Federal Home Loan
Bank is an instrumentality of the U.S. Government.
40
<PAGE>
NOTE 16: RELATED PARTY TRANSACTIONS
Certain directors and executive officers of the Bank or its subsidiary were loan
customers. A summary of aggregate related party loan activity, for loans
aggregating $60,000 or more to any one related party, is as follows:
<TABLE>
<CAPTION>
June 30, June 30,
1997 1996
-------- --------
<S> <C> <C>
Beginning balance $ 77,000 $78,000
New loans 97,000 -
Repayments 2,000 1,000
-------- -------
Ending balance $172,000 $77,000
======== =======
</TABLE>
In the opinion of management, related party loans are made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unrelated persons and do not involve
more than the normal risk of collectibility.
NOTE 17: CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS
The following condensed statement of financial condition, as of June 30, 1997
and condensed statements of earnings and cash flows for the year then ended for
IFB Holdings, Inc. should be read in conjunction with the consolidated financial
statements and the notes thereto.
<TABLE>
<CAPTION>
June 30,
1997
---------
(In thousands)
<S> <C>
ASSETS
Cash on hand and noninterest earning deposits $ 80
Interest-earning deposits in other institutions 325
Investment securities held-to-maturity 1,995
Interest receivable 12
Investment in subsidiary 5,836
ESOP loan receivable 421
------
Total assets $8,669
======
LIABILITIES AND STOCKHOLDERS' EQUITY
Income taxes payable $ 25
Accrued expenses 3
------
Total liabilities 28
------
Common stock 59
Additional paid in capital 5,477
Retained earnings 3,559
Unrealized gain (loss) on securities, net of taxes (33)
ESOP obligation (421)
------
Total Stockholders' Equity 8,641
------
Total liabilities and stockholders' equity $8,669
======
</TABLE>
41
<PAGE>
Statement of Income
<TABLE>
<CAPTION>
Year Ended
June 30,
1997
--------------
(In thousands)
<S> <C>
Interest income:
Investment securities $ 64
ESOP loan 18
------
82
Income from investment in subsidiary 257
Noninterest expense (14)
------
Income before income taxes 325
Income tax expense 25
------
Net income $ 300
======
</TABLE>
Statement of Cash Flows
<TABLE>
<CAPTION>
Year Ended
June 30,
1997
(In thousands)
--------------
<S> <C>
Cash flows from operating activities:
Net income $ 300
Equity in earnings of subsidiary (167)
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Amortization of premiums and discounts (19)
(Increase) decrease in interest receivable (12)
Decrease in income tax payable 25
Increase (decrease) in other liabilities 3
-------
Net cash provided by operating activities 130
-------
Cash flows from investing activities:
Investment in subsidiary (2,762)
Purchase of investment securities (1,975)
Loan to ESOP (474)
Repayment on ESOP loan 52
-------
Net cash provided (used) in investing activities (5,159)
-------
Cash flows from financing activities:
Net proceeds from the issuance of common stock 5,522
Dividends paid (88)
-------
Net cash provided by financing activities 5,434
-------
Increase in cash and cash equivalents 405
Cash and cash equivalents at beginning of period -
-------
Cash and cash equivalents at end of period $ 405
=======
Dividends paid by subsidiary to parent $ 90
=======
</TABLE>
42
<PAGE>
NOTE 18: FEDERAL DEPOSIT INSURANCE PREMIUMS
The deposits of the Bank are presently insured by the Savings Association
Insurance Fund (SAIF), which together with the Bank Insurance Fund (BIF), are
the two insurance funds administered by the FDIC. In the third quarter of 1995,
the FDIC lowered the premium schedule for BIF-insured institutions in
anticipation of the BIF achieving its statutory reserve ratio. The reduced
premium created a significant disparity in deposit insurance expense, causing a
competitive advantage for BIF members. Legislation enacted on September 30,
1996 provided for a one-time special assessment of .657% of the Bank's SAIF
insured deposits at March 31, 1995. The purpose of the assessment is to bring
the SAIF to its statutory reserve ratio. Based on the above formula, the Bank's
SAIF assessment of $226,000 was recorded in the 1997 consolidated financial
statements. Although the special one-time assessment significantly increased
noninterest expense for the year, the anticipated reduction in the premium
schedule will reduce the Bank's federal insurance premiums for future periods.
NOTE 19: FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and fair values of the
company's financial instruments at June 30, 1997 and 1996. FASB Statement No.
107, Disclosures About Fair Value of Financial Instruments, defines the fair
-----------------------------------------------------
value of a financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale.
<TABLE>
<CAPTION>
1997 1996
----------------- -----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ------- -------- -------
(In Thousands)
<S> <C> <C> <C> <C>
Nontrading instruments:
Cash and cash equivalents $ 3,003 $ 3,003 $ 2,080 $ 2,080
Investment securities and mortgage-backed securities $25,470 $25,470 $20,450 $20,450
Loans, net $29,962 $30,162 $28,429 $28,474
Accrued interest receivable $ 446 $ 446 $ 457 $ 457
FHLB and Federal Reserve bank stock $ 897 $ 897 $ 724 $ 724
Deposit liabilities $34,980 $35,106 $35,495 $35,487
Debt-FHLB advances $16,265 $16,193 $13,474 $13,375
Other liabilities $ 334 $ 334 $ 350 $ 350
Unrecognized financial instruments:
Commitments to extend credit $ - $ - $ - $ -
Open lines of credit $ - $ - $ - $ -
</TABLE>
The carrying amounts in the table are included in the statement of financial
position under the indicated captions, except for advances from borrowers for
taxes
43
<PAGE>
and insurance, income taxes payable and accrued expenses and other liabilities
which have been combined into other liabilities. For unrecognized financial
instruments, the carrying amounts represent accruals or deferred income arising
from those unrecognized financial instruments for which at June 30, 1997, there
were none.
Estimation of Fair Values
- -------------------------
The following notes summarize the major methods and assumptions used in
estimating the fair values of financial instruments.
Short-term financial instruments are valued at their carrying amounts included
in the statement of financial position, which are reasonable estimates of fair
value due to the relatively short period to maturity of the instruments. This
approach applies to cash and cash equivalents, accrued receivables, and certain
other liabilities.
Loans are valued on the basis of estimated future receipts of principal and
interest, discounted at various rates. Future cash flows of loans are estimated
based on their maturities and weighted average rates and are discounted at
current rates offered for similar loan terms to new borrowers.
Investment securities are valued at quoted market prices if available. For
unquoted securities, the reported fair value is estimated by the Company on the
basis of financial and other information.
Fair value of demand deposits and deposits with no defined maturity is taken to
be the amount payable on demand at the reporting date. The fair value of fixed-
maturity deposits is estimated using rates currently offered for deposits of
similar remaining maturities. The intangible value of long-term relationships
with depositors is not taken into account in estimating the fair values
disclosed.
Rates currently available to the Company for Federal Home Loan Bank advances
with similar terms and remaining maturities are used to estimate the fair value
of existing borrowings as the present value of expected cash flows. Advances
which have maturities within one year or rates which adjust monthly are valued
at the carrying amount.
NOTE 20: RECENT ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board (the "FASB") recently adopted or issued
proposals and guidelines which may have a significant impact on the accounting
practices of commercial enterprises in general and financial institutions in
particular.
SFAS No. 123, Accounting for Stock-Based Compensation, is effective for fiscal
years beginning after December 15, 1995. This statement established financial
accounting and reporting standards for stock-based employee compensation plans,
including stock option plans. These plans include all arrangements by which
employees receive shares of stock or other equity investments of the employer or
where an employer incurs liabilities to employees in amounts based on the price
of the employer's stock. This statement also applies to transactions in which
an entity issues its equity instruments to acquire goods and services from
nonemployees.
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" supersedes SFAS No. 122 and is effective for all
transfers and servicing of financial assets and extinguishments of liabilities
occurring after December 31, 1996. This statement provides accounting and
reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities based on consistent application of a financial-
components approach that focuses on control. It distinguishes transfers of
financial assets that are sales from transfers that are secured borrowings.
Under the financial-components approach, after a transfer of financial assets,
an entity recognizes all financial assets it no longer controls and liabilities
that
44
<PAGE>
have been extinguished. The financial-components approach focuses on the
assets and liabilities that exist after the transfer. Many of these assets and
liabilities are components of financial assets that existed prior to the
transfer. If a transfer does not meet the criteria for a sale, the transfer is
accounted for as a secured borrowing with a pledge of collateral.
SFAS 128, "Earnings Per Share", will be adopted for the three months ending
December 31, 1997 as required by the statement. This statement revises the
method of computing "basic" and "diluted" earnings per share, which replaces the
current "primary" and "fully diluted" earnings per share. Basic earnings per
share does not include the effect of common stock equivalents such as stock
options, which were included in primary earnings per share. The Company has a
simple capital structure since it has no convertible securities or options;
therefore, it will present only basic earnings per share. For the year ended
June 30, 1997, basic earnings per share would have been $.55.
SFAS No. 130, "Reporting Comprehensive Income," will be adopted July 1, 1998.
This statement provides accounting and reporting standards to report a measure
of all changes in equity of an enterprise that results from recognized
transactions and economic events of the period. The major component of
comprehensive income for the Company will be unrealized gains and losses on
certain investments in debt and equity services.
Management believes adoption of SFAS Nos. 123, 125, 128, and 130 will not have a
material effect on the financial position or results of operations, nor will
adoption require additional capital resources.
The foregoing does not constitute a comprehensive summary of all material
changes or developments affecting the manner in which the Bank keeps its books
and records and performs its financial accounting responsibilities. It is
intended only as a summary of some of the recent pronouncements made by the FASB
which are of particular interest to financial institutions.
NOTE 21: CONVERSION TO STOCK FORM OF OWNERSHIP
On December 30, 1996, the Company sold 592,523 shares of common stock at $10.00
per share to depositors and employees of the Bank. On January 30, 1997, the
charter was changed from a federal stock savings bank to a national bank. Total
proceeds from the Conversion, after deducting conversion expenses of $403,000,
were $5,522,000 and are reflected as common stock and additional paid-in capital
in the accompanying consolidated statement of financial condition. The Company
used $2,762,000 of the net proceeds to acquire all of the capital stock of the
Bank.
The Bank may not declare or pay a cash dividend if the effect thereof would
cause its net worth to be reduced below either the amount required for the
liquidation account discussed below or regulatory capital requirements.
At the time of the conversion, the Bank established a liquidation account in an
amount equal to its retained earnings as reflected in the latest statement of
financial condition used in the final conversion prospectus. The liquidation
account will be maintained for the benefit of eligible account holders and
supplemental account holders who continue to maintain their deposit accounts in
the Bank after conversion. In the event of a complete liquidation of the Bank,
and only in such an event, eligible depositors who continue to maintain accounts
shall be entitled to receive a distribution from the liquidation account before
any liquidation may be made with respect to common stock.
Unlike the Bank, the Company is not subject to regulatory restrictions on the
payment of dividends to is stockholders. However, the Company's source of funds
for future dividends may depend upon dividends received by the Company from the
Bank.
45
<PAGE>
NOTE 22: SUBSEQUENT EVENT - OFFICER, DIRECTOR AND EMPLOYEE PLANS
The Company's Board of Directors has approved a stock option and incentive plan
and a recognition and retention plan (RRP) which are to be submitted to the
Company's shareholders for their approval at the Annual meeting in November,
1997.
Stock Option and Incentive Plan
- -------------------------------
If approved, the plan will be implemented for the benefit of the directors,
officers and employees of the Company and its affiliates. The maximum number of
shares to be issued from authorized but not currently outstanding shares under
the plan is 59,252 or 10% of the total shares issued in the conversion. The
exercise price of the options shall not be less than the common stock market
value at the date the options are granted.
Recognition and Retention Plan
- ------------------------------
If approved, the RRP plan would award shares authorized but not currently
outstanding to directors and to employees in key management positions in order
to provide them with a proprietary interest in the Company in a manner designed
to encourage such employees to remain with the Company. The maximum number of
shares authorized under the plan is 23,700 or 4% of the total shares issued in
the conversion.
Under the terms of the stock option and incentive plan, the effective date of
the plan would be January 1, 1998. The term of the plan would be ten years.
The future impact of the plan would be to increase (1) the number of outstanding
shares of common stock, and (2) compensation expense, and decrease (1) net
income per share, and (2) book value per share. It is not possible to quantify
the effect on the financial position or results of operations from implementing
the plan at this time.
46
<PAGE>
IFB HOLDINGS, INC.
------------------
STOCKHOLDER INFORMATION
-----------------------
ANNUAL MEETING
- --------------
The Annual Meeting of Stockholders will be held at 2:00 p.m. on November 18,
1997 at the Grand River Inn, located at the intersection of highways U.S. 36 and
U.S. 65, Chillicothe, Missouri.
STOCK LISTING
- -------------
IFB Holdings, Inc. common stock is traded on the NASDAQ Bulletin Board under the
symbol "IFBH".
PRICE RANGE OF COMMON STOCK
- ---------------------------
The per share price range of the common stock and dividends paid per share of
common stock, for each quarter since conversion was as follows:
<TABLE>
<CAPTION>
Quarter Ended High Low Dividends
- ------------- ------ ------ ---------
<S> <C> <C> <C>
December 31, 1996 12 1/4 12 1/4 N/A
March 31, 1997 13 12 1/4 N/A
June 30, 1997 13 12 1/4 $.15
</TABLE>
A $.15 per share dividend was declared by the Board of Directors on May 13,
1997, payable June 30, 1997 to stockholders of record June 6, 1997. As of June
30, 1997, there were 224 stockholders of record and 592,523 shares of common
stock issued and outstanding.
Dividends will be paid upon the determination of the Board of Directors that
such payment is consistent with the long-term interests of IFB Holdings, Inc.
The factors affecting this determination include the Company's current and
projected earnings, operating results, financial condition, regulatory
restrictions, future growth plans, and other relevant factors.
Illinois Stock Transfer Company is the Company's stock agent and registrar.
Illinois Stock Transfer Company maintains the Company's stockholder records. To
change the name, address, or ownership of stock, to report lost stock
certificates, or to consolidate accounts, contact Illinois Stock Transfer
Company, 223 West Jackson Boulevard, Suite 1212, Chicago, Illinois 60606, phone
number: 312-427-2953.
ANNUAL REPORT, OTHER REPORTS AND GENERAL INQUIRIES
- --------------------------------------------------
IFB Holdings, Inc. is required to file an Annual Report on Form 10KSB for its
fiscal year ended June 30, 1997 with the Securities and Exchange Commission.
Copies of this annual report may be obtained without charge upon written request
to: Earle Teegarden, Jr. 522 Washington Street - Box 110, Chillicothe, Missouri
64601-0110, phone number: 816/646-3733.
MARKET MAKERS
- -------------
Trident Securities, Inc.
1275 Peachtree St., N.E. - Suite 466
Atlanta, Georgia 30309
800-340-6321
Friedman, Billings, Ramsey & Co., Inc.
1919 Pennsylvania Ave., N.W. - Suite 616
Washington, D.C. 20006
800-846-5050
Tucker Anthony, Inc.
1 South Wacker Dr.
Chicago, Illinois 60606
Contact Curt Thompson at 888-655-4135
47
<PAGE>
IFB HOLDINGS, INC.
CORPORATE INFORMATION
OFFICERS
- --------
Earle S. Teegarden, Jr.
President, CEO and CFO
Larry R. Johnson
Senior Vice President and Secretary
Sherri H. Williams
Chief Accounting Officer
DIRECTORS
- ---------
Robert T. Fairweather
Chairman of the Board - Retired retail hardware
Edward P. Milbank
Vice-Chairman of the Board
President, Milbank Mills - A feed manufacturing company
Earle S. Teegarden, Jr.
Chief Executive Officer
Larry R. Johnson
Executive Officer
J. Michael Palmer
Private Investor
Armand J. Peterson
President, Chillicothe Iron & Steel - A steel fabricating company
INVESTORS FEDERAL BANK, N.A.
- ----------------------------
OFFICERS
- --------
Earle S. Teegarden, Jr., President
Larry R. Johnson, Senior Executive Vice-President
Cashier and Secretary
Charles Merrill, Vice-President and Treasurer
Mark Buntin, Vice-President and
Branch Coordinator
Sherri H. Williams, Chief Accounting Officer
Sandra Wheeler, Assistant Vice President
DIRECTORS
- ---------
Robert T. Fairweather, Chairman
Edward P. Milbank, Vice-Chairman
Earle S. Teegarden, Jr., President
Larry R. Johnson, Senior Executive
Vice-President
J. Michael Palmer
Armand J. Peterson
OFFICE LOCATION
- ---------------
522 Washington Street Telephone: 816-646-3733
Chillicothe, MO 64601 FAX: 816-646-3464
SPECIAL COUNSEL
- ---------------
Luse, Lehman, Gorman, Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W.
Suite 400
Washington, D.C. 20015
INDEPENDENT AUDITORS
- ---------------------
Lockridge, Constant & Conrad, LLC
448 Washington Street
Chillicothe, MO 64601
816-646-6911
48
<PAGE>
IFB HOLDINGS, INC.
522 Washington St.
Chillicothe, MO 64601
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE SMALL BUSINESS ISSUER
NAME: JURISDICTION OF INCORPORATION
Investors Federal Bank, National Association United States
522 Washington Street
Chillicothe, Missouri 64601
<PAGE>
EXHIBIT 23
[LETTERHEAD OF LOCKRIDGE, CONSTANT & CONRAD, LLC APPEARS HERE]
Board of Directors
IFB Holdings, Inc.
Chillicothe, Missouri
We consent to the incorporation by reference in this annual report (Form 10-KSB)
of IFB Holdings, Inc. of our report dated September 10, 1997, included in the
1997 Annual Report to Shareholders of IFB Holdings, Inc.
/s/ Lockridge, Constant & Conrad, LLC
September 26, 1997
Chillicothe, Missouri
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 581
<INT-BEARING-DEPOSITS> 2,422
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 23,651
<INVESTMENTS-CARRYING> 2,209
<INVESTMENTS-MARKET> 2,210
<LOANS> 29,962
<ALLOWANCE> 285
<TOTAL-ASSETS> 60,220
<DEPOSITS> 34,980
<SHORT-TERM> 11,700
<LIABILITIES-OTHER> 334
<LONG-TERM> 4,565
0
0
<COMMON> 59
<OTHER-SE> 8,582
<TOTAL-LIABILITIES-AND-EQUITY> 60,220
<INTEREST-LOAN> 2,343
<INTEREST-INVEST> 1,467
<INTEREST-OTHER> 58
<INTEREST-TOTAL> 3,868
<INTEREST-DEPOSIT> 1,616
<INTEREST-EXPENSE> 2,364
<INTEREST-INCOME-NET> 1,504
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 14
<EXPENSE-OTHER> 1,298
<INCOME-PRETAX> 471
<INCOME-PRE-EXTRAORDINARY> 471
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 300
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
<YIELD-ACTUAL> .077
<LOANS-NON> 224
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 283
<CHARGE-OFFS> 3
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 285
<ALLOWANCE-DOMESTIC> 285
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
