<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 September 30, 1998
[_] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________
Commission File Number: 0-22441
ROCKY FORD FINANCIAL, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Delaware 84-1413346
- --------------------------------------------- ---------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
Organization) Identification No.)
801 Swink Avenue, Rocky Ford, Colorado 81067-0032
- ----------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (719) 254-7642
--------------
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)
Check whether the issuer: (l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [_]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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 10-KSB. [X]
State registrant's revenues for its most recent fiscal year: $1,713,585.
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the last sale of which the registrant was aware ($10.625
per share on December 2, 1998), was approximately $3,549,919. Solely for
purposes of this calculation, the term "affiliate" refers to all directors and
executive officers of the registrant and all stockholders beneficially owning
more than 5% of the registrant's common stock.
As of December 15, 1998, there were issued and outstanding 408,350 shares
of the registrant's common stock, of which 74,240 shares were held by affiliates
(as defined above).
Transitional Small Business Disclosure Format (check one): YES [_] NO [X]
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the Fiscal Year Ended
September 30, 1998 (Parts I and II)
2. Portions of Proxy Statement for the 1999 Annual Meeting of Stockholders
(Part III)
<PAGE>
PART I
ITEM 1. BUSINESS
- -----------------
GENERAL
ROCKY FORD FINANCIAL, INC. Rocky Ford Financial, Inc. (the "Company") was
incorporated under the laws of the State of Delaware in March 1997 for the
purpose of becoming a savings and loan holding company for Rocky Ford Federal
Savings and Loan Association ("Rocky Ford" or the "Association"). On May 21,
1997, the Association consummated its conversion from mutual to stock form (the
"Conversion") and the Company completed its offering of Common Stock through the
sale and issuance of 423,200 shares of Common Stock at a price of $10.00 per
share, realizing gross proceeds of $4.23 million and net proceeds of $3.83
million. The Company purchased all of the capital stock of the Association with
$1.9 million of the offering proceeds.
Prior to the acquisition of all of the outstanding stock of the Association
the Company had no assets or liabilities and engaged in no business activities.
Since its acquisition of the Association, the Company has engaged in no
significant activity other than holding the stock of the Association and
operating the business of a savings and loan association through the
Association. Accordingly, the information set forth in this report, including
financial statements and related data, relates primarily to the Association and
its subsidiaries.
The Company's executive offices are located at 801 Swink Avenue, Rocky
Ford, Colorado. Its telephone number is (719) 254-7642.
ROCKY FORD FEDERAL SAVINGS AND LOAN ASSOCIATION. The Association is a
federal stock savings and loan association operating through a single office
located in Rocky Ford, Colorado and serving Otero County, Colorado. The
Association was chartered as a federal mutual savings and loan association and
received federal insurance of its deposit accounts in 1934, under its current
name of Rocky Ford Federal Savings and Loan Association. Effective May 21,
1997, the Association became a stock savings and loan association. At September
30, 1998, the Association had total assets of $23.0 million, total deposits of
$15.6 million and equity of $6.7 million.
The principal business of the Association consists of attracting deposits
from the general public and investing these deposits in loans secured by first
mortgages on single-family residences in the Association's market area. The
Association derives its income principally from interest earned on loans and, to
a lesser extent, interest earned on mortgage-backed securities and investment
securities and noninterest income. Funds for these activities are provided
principally by operating revenues, deposits and repayments of outstanding loans
and investment securities and mortgage-backed securities.
The Association is subject to examination and comprehensive regulation by
the Office of Thrift Supervision ("OTS") and the Association's savings deposits
are insured up to applicable limits by the Savings Association Insurance Fund
("SAIF"), which is administered by the Federal Deposit Insurance Corporation
("FDIC"). The Association is a member of, and owns capital stock in the Federal
Home Loan Bank ("FHLB") of Topeka, which is one of 12 regional banks in the FHLB
System. The Association is further subject to regulations of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") governing
reserves to be maintained and certain other matters.
The Association's executive offices are located at 801 Swink Avenue, Rocky
Ford, Colorado 81067-0032, and its main telephone number is (719) 254-7642.
1
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RECENT DEVELOPMENTS
PROPOSED REGULATORY AND LEGISLATIVE CHANGES. On May 13, 1998, the U.S.
House of Representatives passed H.R. 10, the "Financial Services Competition Act
of 1998," which calls for a sweeping modernization of the banking system that
would permit affiliations between commercial banks, securities firms, insurance
companies and, subject to certain limitations, other commercial enterprises.
The stated purposes of H.R. 10 are to enhance consumer choice in the financial
services marketplace, level the playing field among providers of financial
services and increase competition.
H.R. 10 removes the restrictions contained in the Glass-Steagall Act of
1933 and the Bank Holding Company Act of 1956, thereby allowing qualified
financial holding companies to control banks, securities firms, insurance
companies, and other financial firms. Conversely, securities firms, insurance
companies and financial firms would be allowed to own or affiliate with a
commercial bank. Under the new framework, the Federal Reserve would serve as an
umbrella regulator to oversee the new financial holding company structure.
Securities affiliates would be required to comply with all applicable federal
securities laws, including registration and other requirements applicable to
broker-dealers. H.R. 10 also provides that insurance affiliates be subject to
applicable state insurance regulations and supervision. H.R. 10 preserves the
thrift charter and all existing thrift powers, but restricts the activities of
new unitary thrift holding companies.
At the adjournment of Congress in October 1998, H.R. 10 had not been acted
on and the legislation had expired. However, a bill substantially similar to
H.R. 10 with some Senate Banking Committee modifications was reintroduced and
will be taken up early in the next Congressional session. At this time, it is
unknown whether financial services modernization legislation will be enacted, or
if enacted, what form the final version of such legislation might take.
LENDING ACTIVITIES
General. The Association's net loan portfolio totaled $14.1 million at
September 30, 1998, representing 61% of total assets at that date.
Substantially all loans are originated in the market area. At September 30,
1998, $13.9 million, or 99% of the Association's net loan portfolio consisted of
single-family, residential mortgage loans. Other loans secured by real estate
include non-residential real estate loans which amounted to $102,000 or .72% of
the Association's net loan portfolio at September 30, 1998. To a lesser extent,
the Association also originates consumer loans secured by deposits. At
September 30, 1998, consumer loans totaled $171,000, or 1% of the Association's
net loan portfolio.
ANALYSIS OF LOAN PORTFOLIO
Set forth below is selected data relating to the composition of the
Association's loan portfolio by type of loan at the dates indicated. At
September 30, 1998, the Association had no concentrations of loans exceeding 10%
of total loans other than as disclosed below.
<TABLE>
<CAPTION>
At September 30,
-----------------------------------
1998 1997
---------------- -----------------
Amount % Amount %
------- ------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Mortgage Loans:
One- to four-family.............. $13,914 99.27% $ 13,391 98.97%
Non-residential................... 102 .73 139 1.03
------- ------ -------- ------
Total real estate loans........ 14,016 100.00 13,530 100.00
Consumer loans on savings accounts.. 171 .67 106 .78
------- ------ -------- ------
Total loans......................... 14,187 100.67 13,636 100.78
------- ------ -------- ------
Less:
Deferred fees and discounts....... 34 .24 46 .34
Allowance for losses.............. 60 .43 60 .44
------- ------ -------- ------
Loan portfolio, net $14,093 100.00% $ 13,530 100.00%
======= ====== ======== ======
</TABLE>
2
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LOAN MATURITY SCHEDULE
The following table sets forth certain information at September 30, 1998
regarding the dollar amount of loans maturing in the Association's portfolio
based on their contractual terms to maturity, including scheduled repayments of
principal. Demand loans, loans having no stated schedule of repayments and no
stated maturity, and overdrafts are reported as due in one year or less.
<TABLE>
<CAPTION>
Under One to Three to Five to Ten to Over
One Year Three Years Five Years Ten Years Twenty Years Twenty Years Total
-------- ----------- ---------- --------- ------------ ------------ -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Mortgage loans:
One- to four-family.. $ 8 $305 $517 $3,078 $8,257 $1,749 $13,914
Non-residential...... -- -- 102 -- -- -- 102
Consumer loans on
savings accounts..... 143 28 -- -- -- -- 171
---- ---- ---- ------ ------ ------ -------
Total............. $151 $333 $619 $3,078 $8,257 $1,749 $14,187
==== ==== ==== ====== ====== ====== =======
</TABLE>
The next table sets forth at September 30, 1998, the dollar amount of all
loans due one year or more after September 30, 1998 which have predetermined
interest rates and have floating or adjustable interest rates.
<TABLE>
<CAPTION>
Predetermined Floating or
Rate Adjustable Rates
------------- ----------------
(In thousands)
<S> <C> <C>
Mortgage loans
One- to four-family............. $13,914 $ --
Non-residential................. 102 --
Consumer loans on savings accounts.. 171 --
------- --------
Total....................... $14,187 $ --
======= ========
</TABLE>
3
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Scheduled contractual principal repayments of loans do not reflect the
actual life of such assets. The average life of loans is substantially less
than their contractual terms because of prepayments. In addition, due-on-sale
clauses on loans generally give the Association the right to declare a loan
immediately due and payable in the event, among other things, that the borrower
sells the real property subject to the mortgage and the loan is not repaid. The
average life of mortgage loans tends to increase when current mortgage loan
market rates are substantially higher than rates on existing mortgage loans and,
conversely, decrease when current mortgage loan market rates are substantially
lower than rates on existing mortgage loans.
ORIGINATION, PURCHASE AND SALE OF LOANS
The Association generally has authority to originate and purchase loans
secured by real estate located throughout the United States. Consistent with
its emphasis on being a community-oriented financial institution, the
Association conducts substantially all of its lending activities in its market
area.
The following table sets forth certain information with respect to the
Association's loan origination activity for the periods indicated. The
Association has not purchased or sold any loans in the periods presented.
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------
1998 1997
----------- -----------
(In thousands)
<S> <C> <C>
Net loans, beginning of period........... $13,530 $12,287
Origination by type:
- --------------------
One- to four-family...................... $ 3,441 $ 3,802
Non-residential.......................... -- --
Consumer loans on savings accounts....... 102 91
------- -------
Total loans originated.............. 3,543 3,893
------- -------
Repayments............................... 2,993 2,666
------- -------
Decrease (increase) in other items, net.. 12 16
------- -------
Net increase (decrease) in loans
receivable, net...................... 562 1,243
------- -------
Net loans, end of period................. $14,092 $13,530
======= =======
</TABLE>
The Association's loan originations are derived from a number of sources,
including referrals by realtors, depositors and borrowers and advertising, as
well as walk-in customers. The Association's solicitation programs consist of
advertisements in local media, in addition to occasional participation in
various community organizations and events. Real estate loans are originated by
the Association's loan personnel. All of the Association's loan personnel are
salaried, and the Association does not compensate loan personnel on a commission
basis for loans originated. Loan applications are accepted at the Association's
office.
LOAN UNDERWRITING POLICIES. The Association's lending activities are
subject to the Association's written, non-discriminatory underwriting standards
and to loan origination procedures prescribed by the Association's Board of
Directors and its management. Detailed loan applications are obtained to
determine the borrower's ability to repay, and the more significant items on
these applications are verified through the use of credit reports, financial
statements and confirmations. All loans must be reviewed by the Association's
loan committee, which is comprised of the Association's
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Board of Directors, for which a quorum is required to approve a loan. In
addition, the full Board of Directors reviews and approves all loans on a
monthly basis.
Applications for single-family real estate loans are underwritten and
closed in accordance with the standards of the Federal Home Loan Mortgage
Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA") except
that, consistent with banking practice in Colorado, title opinions rather than
title insurance are obtained. Generally, upon receipt of a loan application from
a prospective borrower, a credit report and verifications are ordered to confirm
specific information relating to the loan applicant's employment, income and
credit standing. If a proposed loan is to be secured by a mortgage on real
estate, an appraisal of the real estate is usually undertaken by an appraiser
approved by the Association's Board of Directors and licensed or certified (as
necessary) by the State of Colorado. In the case of single-family residential
mortgage loans, except when the Association becomes aware of a particular risk
of environmental contamination, the Association generally does not obtain a
formal environmental report on the real estate at the time a loan is made. A
formal environmental report may be required in connection with nonresidential
real estate loans.
It is the Association's policy to record a lien on the real estate securing
a loan and to obtain a title opinion from Colorado counsel which provides that
the property is free of prior encumbrances and other possible title defects.
Borrowers must also obtain hazard insurance policies prior to closing and, when
the property is in a flood plain as designated by the Department of Housing and
Urban Development, pay flood insurance policy premiums.
The Association is permitted to lend up to 100% of the appraised value of
the real property securing a mortgage loan. The Association is required by
federal regulations to obtain private mortgage insurance on that portion of the
principal amount of any loan that is greater than 90% of the appraised value of
the property. The Association will make a single-family residential mortgage
loan for owner-occupied property with a loan-to-value ratio of up to 80% on such
loans. For residential properties that are not owner-occupied, the Association
generally does not lend more than 80% of the appraised value. For all
residential mortgage loans, the Association may go up to 90% of appraised value
with private mortgage insurance. The federal banking agencies, including the
OTS, have adopted regulations that would establish new loan-to-value ratio
requirements for specific categories of real estate loans. See "Regulation of
the Association -- Uniform Lending Standards."
Under applicable law, with certain limited exceptions, loans and extensions
of credit by a savings institution to a person outstanding at one time shall not
exceed 15% of the institution's unimpaired capital and surplus. Loans and
extensions of credit fully secured by readily marketable collateral may comprise
an additional 10% of unimpaired capital and surplus. Applicable law
additionally authorizes savings institutions to make loans to one borrower, for
any purpose, in an amount not to exceed the lesser of $30 million or 30% of
unimpaired capital and surplus to develop residential housing, provided certain
requirements are satisfied. Under these limits, the Association's loans to one
borrower were limited to $735,000 at September 30, 1998. At that date, the
Association had no lending relationships in excess of the loans-to-one-borrower
limit. At September 30, 1998, the Association's largest lending relationship
was a $279,000 relationship consisting of single-family residence which serves
as the borrowers' primary residence and another property which serves as his
office building. All loans within this relationship were current and performing
in accordance with their terms at September 30, 1998.
Interest rates charged by the Association on loans are affected principally
by competitive factors, the demand for such loans and the supply of funds
available for lending purposes. These factors are, in turn, affected by general
economic conditions, monetary policies of the federal government, including the
Federal Reserve Board, legislative tax policies and government budgetary
matters.
SINGLE-FAMILY RESIDENTIAL AND COMMERCIAL REAL ESTATE LENDING. The
Association historically has been and continues to be an originator of single-
family, residential real estate loans in its market area. At September 30,
1998, single-family residential mortgage loans, totaled approximately $13.9
million, or 98% of the Association's net loan portfolio. The Association has no
loans secured by nonowner-occupied investment properties, no construction
5
<PAGE>
loans, and only $102,000 in loans on non-residential real estate. All loans
originated by the Association are maintained in its portfolio rather than sold
in the secondary market.
The Association only originates fixed-rate loans substantially all of which
have 10 years or 15 years to maturity. In each case, such loans are secured by
first mortgages on single-family, owner-occupied residential real property
located in the Association's market area. The Association's lending policy does
increase the Association's exposure to interest rate risk during periods of
rising interest rates. To reduce its interest rate risk associated with such
loans, the Association maintains a relatively high level of liquid assets.
The Association's commercial real estate portfolio generally consists of
fixed rate loans secured by first mortgages on commercial real estate including
industrial properties, professional buildings and small retail establishments.
All properties are located in Otero County, Colorado. At September 30, 1998,
the Association had $102,000 of commercial real estate loans, which comprised
.72% of its loan portfolio. Commercial real estate loans are originated on a
fixed-rate basis with terms of up to 15 years and are underwritten with loan-to-
value ratios of up to 70% of the lesser of the appraised value or the purchase
price of the property.
CONSUMER AND OTHER LENDING. The consumer loans currently in the
Association's loan portfolio consist of loans secured by savings deposits. Such
savings account loans are usually made for up to 90% of the depositor's savings
account balance. The interest rate is normally 2.0% above the rate paid on such
deposit account serving as collateral, and the account must be pledged as
collateral to secure the loan. Interest generally is billed on a quarterly
basis. At September 30, 1998, loans on deposit accounts totaled $171,000, or 1%
of the Association's net loan portfolio.
LOAN FEES AND SERVICING. The Association receives fees in connection with
late payments and for miscellaneous services related to its loans. The
Association also charges a $150 document preparation fee and a $350 appraisal
fee for loan originations. The Association does not service loans for others.
NONPERFORMING LOANS AND OTHER PROBLEM ASSETS. It is management's policy to
continually monitor its loan portfolio to anticipate and address potential and
actual delinquencies. When a borrower fails to make a payment on a loan, the
Association takes immediate steps to have the delinquency cured and the loan
restored to current status. Loans which are delinquent 26 days incur a late fee
of 4.0% of principal and interest due. As a matter of policy, the Association
will contact the borrower after the loan has been delinquent 30 days. If
payment is not promptly received, the borrower is contacted again, and efforts
are made to formulate an affirmative plan to cure the delinquency. Generally,
after any loan is delinquent 90 days or more, formal legal proceedings are
commenced to collect amounts owed. Loans are placed on nonaccrual status if the
loan becomes past due more than 90 days unless such loans are well-secured and
in the process of collection. Loans are charged off when management concludes
that they are uncollectible. See Note 1 of Notes to Financial Statements.
Real estate acquired by the Association as a result of foreclosure is
classified as real estate acquired through foreclosure until such time as it is
sold. When such property is acquired, it is initially recorded at estimated
fair value and subsequently at the lower of book value or fair value, less
estimated costs to sell. Costs relating to holding such real estate are charged
against income in the current period, while costs relating to improving such
real estate are capitalized until a saleable condition is reached. Any required
write-down of the loan to its fair value less estimated selling costs upon
foreclosure is charged against the allowance for loan losses. See Note 1 of
Notes to Financial Statements.
6
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The following table sets forth information with respect to the
Association's nonperforming assets at the dates indicated. Further, no loans
were recorded as restructured loans within the meaning of SFAS No. 15 at the
dates indicated.
<TABLE>
<CAPTION>
At September 30,
-----------------------
1998 1997
------ ------
(Dollars in thousands)
<S> <C> <C>
Total loans accounted for on a non-accrual basis:.. $ 54 $ --
===== =====
Total accruing loans which are contractually
past due 90 days or more......................... $ -- $ --
===== =====
Total nonperforming loans...................... $ 54 $ --
===== =====
Percentage of total loans.......................... .38% N/A %
===== =====
Other non-performing assets (2).................... $ -- $ --
===== =====
- ---------------
</TABLE>
(1) Non-accrual status denotes loans on which, in the opinion of management,
the collection of additional interest is unlikely. Payments received on a
non-accrual loan are either applied to the outstanding principal balance or
recorded as interest income, depending on management's assessment of the
collectibility of the loan.
(2) Other non-performing assets includes property acquired by the Association
through foreclosure or repossession. This property is carried at the lower
of its fair value less estimated selling costs or the principal balance of
the related loan, whichever is lower. Other non-performing assets also
includes real estate developed and held for sale.
At September 30, 1998, the Association had $54,000 of loans outstanding
that were classified as non-accrual, 90 days past due, no restructured loans,
and no loans outstanding that were not classified as non-accrual, 90 days past
due or restructured, but as to which known information about possible credit
problems of borrowers caused management to have serious concerns as to the
ability of the borrowers to comply with present loan repayment terms and may
result in disclosure as non-accrual, 90 days past due or restructured.
Federal regulations require savings institutions to classify their assets
on the basis of quality on a regular basis. An asset meeting one of the
classification definitions set forth below may be classified and still be a
performing loan. An asset is classified as substandard if it is determined to be
inadequately protected by the current retained earnings and paying capacity of
the obligor or of the collateral pledged, if any. An asset is classified as
doubtful if full collection is highly questionable or improbable. An asset is
classified as loss if it is considered uncollectible, even if a partial recovery
could be expected in the future. The regulations also provide for a special
mention designation, described as assets which do not currently expose a savings
institution to a sufficient degree of risk to warrant classification but do
possess credit deficiencies or potential weaknesses deserving management's close
attention. Such assets designated as special mention may include nonperforming
loans consistent with the above definition. Assets classified as substandard or
doubtful require a savings institution to establish general allowances for loan
losses. If an asset or portion thereof is classified loss, a savings
institution must either establish a specific allowance for loss in the amount of
the portion of the asset classified loss, or charge off such amount. Federal
examiners may disagree with a savings institution's classifications. If a
savings institution does not agree with an examiner's classification of an
asset, it may appeal this determination to the OTS Regional Director. The
Association regularly reviews its assets to determine whether any assets require
classification or re-classification. At September 30, 1998, the Association had
$58,000 in assets classified as special mention, no assets classified as
substandard, no assets classified as doubtful and no assets classified as loss.
The special mention classification is primarily used by management as a "watch
list" to monitor loans that exhibit any potential deviation in performance from
the contractual terms of the loan.
7
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ALLOWANCE FOR LOAN LOSSES. In originating loans, the Association
recognizes that credit losses will be experienced and that the risk of loss will
vary with, among other things, the type of loan being made, the creditworthiness
of the borrower over the term of the loan, general economic conditions and, in
the case of a secured loan, the quality of the security for the loan. It is
management's policy to maintain an adequate allowance for loan losses based on,
among other things, the Association's and the industry's historical loan loss
experience, evaluation of economic conditions, regular reviews of delinquencies
and loan portfolio quality and evolving standards imposed by federal bank
examiners. The Association increases its allowance for loan losses by charging
provisions for loan losses against the Association's income.
Management will continue to actively monitor the Association's asset
quality and allowance for loan losses. Management will charge off loans and
properties acquired in settlement of loans against the allowances for losses on
such loans and such properties when appropriate and will provide specific loss
allowances when necessary. Although management believes it uses the best
information available to make determinations with respect to the allowances for
losses and believes such allowances are adequate, future adjustments may be
necessary if economic conditions differ substantially from the economic
conditions in the assumptions used in making the initial determinations.
The Association's methodology for establishing the allowance for loan
losses takes into consideration probable losses that have been identified in
connection with specific assets as well as losses that have not been identified
but can be expected to occur. Management conducts regular reviews of the
Association's assets and evaluates the need to establish allowances on the basis
of this review. Allowances are established by the Board of Directors on a
quarterly basis based on an assessment of risk in the Association's assets
taking into consideration the composition and quality of the portfolio,
delinquency trends, current charge-off and loss experience, loan concentrations,
the state of the real estate market, regulatory reviews conducted in the
regulatory examination process and economic conditions generally. Specific
reserves will be provided for individual assets, or portions of assets, when
ultimate collection is considered improbable by management based on the current
payment status of the assets and the fair value of the security. At the date of
foreclosure or other repossession, the Association would transfer the property
to real estate acquired in settlement of loans initially at the lower of cost or
estimated fair value and subsequently at the lower of book value or fair value
less estimated selling costs. Any portion of the outstanding loan balance in
excess of fair value less estimated selling costs would be charged off against
the allowance for loan losses. If, upon ultimate disposition of the property,
net sales proceeds exceed the net carrying value of the property, a gain on sale
of real estate would be recorded.
Banking regulatory agencies, including the OTS, have adopted a policy
statement regarding maintenance of an adequate allowance for loan and lease
losses and an effective loan review system. This policy includes an arithmetic
formula for determining the reasonableness of an institution's allowance for
loan loss estimate compared to the average loss experience of the industry as a
whole. Examiners will review an institution's allowance for loan losses and
compare it against the sum of: (i) 50% of the portfolio that is classified
doubtful; (ii) 15% of the portfolio that is classified as substandard; and (iii)
for the portions of the portfolio that have not been classified (including those
loans designated as special mention), estimated credit losses over the upcoming
12 months given the facts and circumstances as of the evaluation date. This
amount is considered neither a "floor" nor a "safe harbor" of the level of
allowance for loan losses an institution should maintain, but examiners will
view a shortfall relative to the amount as an indication that they should review
management's policy on allocating these allowances to determine whether it is
reasonable based on all relevant factors.
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The following table sets forth an analysis of the Association's allowance
for loan losses for the periods indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------
1998 1997
---- ----
(In thousands)
<S> <C> <C>
Balance at beginning of period..................... $ 60 $ 60
----- -----
Total charge-offs.................................. -- --
----- -----
Total recoveries................................... -- --
----- -----
Net loan charge-offs............................... -- --
----- -----
Provision (credits to provision) for loan losses... -- --
----- -----
Balance at end of period........................... $ 60 $ 60
===== =====
Allowance for loan losses to total non-performing
loans at end of period........................... 1.11% N/A
===== =====
Allowance for loan losses to net loans
outstanding at end of period..................... .43% .44%
===== =====
</TABLE>
The following table allocates the allowance for loan losses by loan
category at the dates indicated. The allocation of the allowance to each
category is not necessarily indicative of future losses and does not restrict
the use of the allowance to absorb losses in any category.
<TABLE>
<CAPTION>
At September 30
---------------------------------------------------
1998 1997
-------------------- ---------------------------
Percent Percent
of Loans of Loans
in Category in Category
to Total to Total
Amount Loans Amount Loans
------ ------------ --------- ----------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Real estate - mortgage:
Single-family residential........ $ 60 100.00% $60 100.00%
Non-residential.................. -- -- -- --
Consumer loans on savings accounts... -- -- -- --
----- ------ --- ------
Total allowance for loan losses.. $ 60 100.00% $60 100.00%
===== ====== === ======
</TABLE>
9
<PAGE>
INVESTMENT ACTIVITIES
GENERAL. The Association is permitted under federal law to make certain
investments, including investments in securities issued by various federal
agencies and state and municipal governments, deposits at the FHLB of Topeka,
certificates of deposit in federally insured institutions, certain bankers'
acceptances and federal funds. It may also invest, subject to certain
limitations, in commercial paper rated in one of the two highest investment
rating categories of a nationally recognized credit rating agency, and certain
other types of corporate debt securities and mutual funds. Federal regulations
require the Association to maintain an investment in FHLB stock and a minimum
amount of liquid assets which may be invested in cash and specified securities.
From time to time, the OTS adjusts the percentage of liquid assets which savings
banks are required to maintain. See "Regulation of the Association -- Liquidity
Requirements."
The Association makes investments in order to maintain the levels of liquid
assets required by regulatory authorities and manage cash flow, diversify its
assets, obtain yield and to satisfy certain requirements for favorable tax
treatment. The investment activities of the Association consist primarily of
investments in mortgage-backed securities and other investment securities,
consisting primarily of securities issued or guaranteed by the U.S. government
or agencies thereof. Typical investments include federally sponsored agency
mortgage pass-through and federally sponsored agency and mortgage-related
securities. Investment and aggregate investment limitations and credit quality
parameters of each class of investment are prescribed in the Association's
investment policy. The Association performs analyses on mortgage-related
securities prior to purchase and on an ongoing basis to determine the impact on
earnings and market value under various interest rate and prepayment conditions.
Under the Association's current investment policy, securities purchases must be
approved by the Association's Executive Vice President. The Board of Directors
reviews all securities transactions on a monthly basis.
The Association adopted SFAS No. 115 as of October 1, 1994. Pursuant to
SFAS No. 115, the Association has classified securities with an amortized cost
of $11,000 and an approximate market value of $574,000 at September 30, 1998 as
available for sale. Management of the Association presently does not intend to
sell such securities and, based on the Association's current liquidity level and
the Association's access to borrowings through the FHLB of Topeka, management
currently does not anticipate that the Association will be placed in a position
of having to sell securities with material unrealized losses.
Securities designated as "held to maturity" are those assets which the
Association has the ability and intent to hold to maturity. Upon acquisition,
securities are classified as to the Association's intent, and a sale would only
be effected due to deteriorating investment quality. The held to maturity
investment portfolio is not used for speculative purposes and is carried at
amortized cost. In the event the Association sells securities from this
portfolio for other than credit quality reasons, all securities within the
investment portfolio with matching characteristics may be reclassified as assets
available for sale. Securities designated as "available for sale" are those
assets which the Association may not hold to maturity and thus are carried at
market value with unrealized gains or losses, net of tax effect, recognized in
retained earnings.
INVESTMENT SECURITIES. The following table sets forth the carrying value of
the Association's investment securities at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
----------------------
1998 1997
---- ----
(In thousands)
<S> <C> <C>
U.S. Treasury securities................. $ 249 $ 749
Interest-bearing deposits................ 5,299 4,899
Mortgage-backed securities through GNMA.. 1,806 2,421
Federal Home Loan Bank stock............. 210 324
Federal Home Loan Mortgage Corp. stock... 574 409
------ ------
Total.............................. $8,138 $8,802
====== ======
</TABLE>
10
<PAGE>
The following table sets forth information in the scheduled maturities,
amortized cost, market values and average yields for the Association's
investment portfolio at September 30, 1998.
<TABLE>
<CAPTION>
Total
One Year or Less One to Five Years Over Five Years Investment Portfolio
----------------------- ------------------- ------------------ --------------------
Carrying Average Carrying Average Carrying Average Carrying Average
Value Yield Value Yield Value Yield Value Yield
-------- ------- -------- ------- -------- ------- --------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury securities... $ -- -- % $249 6.25% $ -- -- % $ 249 6.25%
Interest-bearing deposits.. 5,199 5.61 100 5.90 -- -- 5,299 5.60
Mortgage-backed securities. 26 8.19 128 8.19 1,652 8.19 1,806 8.19
Federal Home Loan Bank
stock..................... -- -- -- -- 210 7.64 210 7.64
Federal Home Loan
Mortgage Corp............. -- -- -- 574 1.08 574 1.08
------ ---- ------ ------
Total investment securities $5,225 $477 $2,436 $8,138
====== ==== ====== ======
</TABLE>
MORTGAGE-BACKED AND RELATED SECURITIES. Mortgage-backed securities
represent a participation interest in a pool of single-family or multi-family
mortgages, the principal and interest payments on which are passed from the
mortgage originators through intermediaries that pool and repackage the
participation interest in the form of securities to investors such as the
Association. Such intermediaries may include quasi-governmental agencies such
as FHLMC, FNMA and GNMA which guarantee the payment of principal and interest to
investors, although all of the Association's mortgage-backed securities are
originated through GNMA. Mortgage-backed securities generally increase the
quality of the Association's assets by virtue of the guarantees that back them,
are more liquid than individual mortgage loans and may be used to collateralize
borrowings or other obligations of the Association.
Mortgage-related securities typically are issued with stated principal
amounts and the securities are backed by pools of mortgages that have loans with
interest rates that are within a range and have similar maturities. The
underlying pool of mortgages can be composed of either fixed-rate or adjustable-
rate mortgage loans. Mortgage-backed securities generally are referred to as
mortgage participation certificates or pass-through certificates. 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. The life of a mortgage-backed pass-through security
is equal to the life of the underlying mortgages.
The actual maturity of a mortgage-backed security varies, depending on when
the mortgagors prepay or repay the underlying mortgages. Prepayments of the
underlying mortgages may shorten the life of the investment, thereby adversely
affecting its yield to maturity and the related market value of the mortgage-
backed security. The yield is based upon the interest income and the
amortization of the premium or accretion of the discount related to the
mortgage-backed security. Premiums and discounts on mortgage-backed securities
are amortized or accredited over the estimated term of the securities using a
level yield method. The prepayment assumptions used to determine the
amortization period for premiums and discounts can significantly affect the
yield of the mortgage-backed security, and these assumptions are reviewed
periodically to reflect the actual prepayment. The actual prepayments of the
underlying mortgages depend on many factors, including the type of mortgage, the
coupon rate, the age of the 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 is an important
determinant in the rate of prepayments. During periods of falling mortgage
interest rates, prepayments generally increase, and, conversely, during periods
of rising mortgage interest rates, prepayments generally decrease. If the coupon
rate of the underlying mortgage significantly exceeds the prevailing market
interest rates offered for mortgage loans, refinancing generally increases and
accelerates the prepayment of the underlying mortgages. Prepayment experience is
more difficult to estimate for adjustable-rate mortgage-backed securities.
11
<PAGE>
The Association's mortgage-backed securities portfolio consists solely of
seasoned fixed-rate, mortgage-backed securities. The Association makes such
investments in order to manage cash flow, mitigate interest rate risk, diversify
assets, obtain yield, to satisfy certain requirements for favorable tax
treatment and to satisfy the qualified thrift lender test. See "Regulation --
Depository Institution Regulation -- Qualified Thrift Lender Test."
DEPOSIT ACTIVITY AND OTHER SOURCES OF FUNDS
GENERAL. Deposits are the primary source of the Association's funds for
lending, investment activities and general operational purposes. In addition to
deposits, the Association derives funds from loan principal and interest
repayments, maturities of investment securities and mortgage-backed securities
and interest payments thereon. Although loan repayments are a relatively stable
source of funds, deposit inflows and outflows are significantly influenced by
general interest rates and money market conditions. Borrowings may be used on a
short-term basis to compensate for reductions in the availability of funds, or
on a longer term basis for general operational purposes. The Association has
access to borrow from the FHLB of Topeka.
DEPOSITS. The Association attracts deposits principally from within its
market area by offering competitive rates on its deposit instruments, including
money market accounts, passbook savings accounts, Individual Retirement
Accounts, and certificates of deposit which range in maturity from six months to
six years. Deposit terms vary according to the minimum balance required, the
length of time the funds must remain on deposit and the interest rate.
Maturities, terms, service fees and withdrawal penalties for its deposit
accounts are established by the Association on a periodic basis. The
Association reviews its deposit mix and pricing on a weekly basis. In
determining the characteristics of its deposit accounts, the Association
considers the rates offered by competing institutions, lending and liquidity
requirements, growth goals and federal regulations. The Association does not
accept brokered deposits.
The Association attempts to compete for deposits with other institutions in
its market area by offering competitively priced deposit instruments that are
tailored to the needs of its customers. Additionally, the Association seeks to
meet customers' needs by providing convenient customer service to the community,
efficient staff and convenient hours of service. Substantially all of the
Association's depositors are Colorado residents who reside in the Association's
market area.
12
<PAGE>
Savings deposits in the Association at September 30, 1998 were represented
by the various types of savings programs described below.
<TABLE>
<CAPTION>
Interest Minimum Percentage of
Rate (1) Term Category Balances Total Deposits
- -------- ------- -------- -------- --------------
(In Thousands)
<S> <C> <C> <C> <C>
Savings and
transactions accounts
-----------------------
3.00% None Passbook accounts $ 1,065 6.83%
3.75 None Money market accounts 2,502 16.04
------- ------
3,567 22.87
------- ------
Certificates of deposit
-----------------------
5.20 3 months or less Fixed term, fixed rate 2,684 17.20
5.37 4 months to 12 months Fixed term, fixed rate 6,415 41.13
5.61 13 months to 36 months Fixed term, fixed rate 2,932 18.80
Greater than 36 months Fixed term, fixed rate _______ ______
Total certificates
of deposit 12,031 77.13
------- ------
Total deposits $15,598 100.00%
======= ======
</TABLE>
- -----------------
(1) Indicates weighted average interest rate at September 30, 1998.
The following table sets forth the change in dollar amount of deposits in
the various types of accounts offered by the Association between the dates
indicated.
<TABLE>
<CAPTION>
Balance at Balance at
September % of Increase September % of
30, 1998 Deposits (Decrease) 30, 1997 Deposits
--------- -------- --------- --------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Money market deposit.......... $ 2,502 16.04% $(299) $ 2,801 17.36%
Savings deposits -- passbook.. 1,065 6.83 34 1,031 6.39
Certificates of deposit....... 10,336 66.26 97 10,239 63.44
Jumbo certificates............ 1,695 10.87 (373) 2,068 12.81
--------- ------ ----- -------- ------
$ 15,598 100.00% $(541) $ 16,139 100.00%
========= ====== ===== ======== ======
</TABLE>
13
<PAGE>
The following table sets forth the time deposits in the Association
classified by rates at the dates indicated.
<TABLE>
<CAPTION>
At September 30,
----------------------------------
1998 1997
---------------- ---------------
Amount % Amount %
------ --- ------ ---
(Dollars in thousands)
<S> <C> <C> <C> <C>
Certificates
3.00 - 4.00 ................ $ -- -- % $ 225 1.39%
4.01 - 5.00 ................ 210 1.35 4,615 28.59
5.01 - 6.00 ................ 11,788 75.57 6,739 41.75
6.01 - 7.00 ................ -- -- 696 4.31
Over 7.00%.................. 33 .21 32 .21
------- ----- ------ -------
Total certificates.......... 12,031 77.13 12,307 76.25
------- ----- ------ -------
Total transaction accounts.. 3,567 22.87 3,832 23.75
Total deposits.............. $15,598 100.00% $16,139 100.00%
======= ====== ======= =======
</TABLE>
The following table sets forth the amount and maturities of time deposits
at September 30, 1998.
<TABLE>
<CAPTION>
Amount Due
-------------------------------------------------
Less Than After
Rate One Year 1-2 Years 2-3 Years 3 Years Total
- ------------------- --------- --------- --------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
3.00 - 4.00%...... $ -- $ -- $ -- $ -- $ --
4.01 - 5.00%...... 210 -- -- -- 210
5.01 - 7.00%...... 8,851 1,829 1,108 -- 11,788
7.01 and Over..... 33 -- -- -- 33
------ --------- --------- ------- -------
$9,094 $1,829 $1,108 $ -- $12,031
====== ========= ========= ======= =======
</TABLE>
The following table indicates the amount of the Association's certificates
of deposit of $100,000 or more by time remaining until maturity as of
September 30, 1998.
<TABLE>
<CAPTION>
Certificates
Maturity Period of Deposits
--------------- --------------
(In thousands)
<S> <C>
Three months or less........... $ 493
Over three through six months.. 213
Over six through 12 months..... 222
Over 12 months................. 767
------
Total....................... $1,695
======
</TABLE>
14
<PAGE>
The following table sets forth the savings activities of the Association
for the periods indicated.
<TABLE>
<CAPTION>
Year Ended September 30,
------------------------
1998 1997
---- ----
(In thousands)
<S> <C> <C>
Opening balance................. $16,139 $17,145
Net increase (decrease) before
interest credited............. (1,307) (1,164)
Interest credited............... 766 158
------- -------
Ending balance.............. $15,598 $16,139
======= =======
Net increase (decrease)......... $ (541) $(1,006)
======= =======
Percent increase (decrease)..... (3.35)% (5.87)%
======= =======
</TABLE>
BORROWINGS. Savings deposits historically have been the primary source of
funds for the Association's lending, investments and general operating
activities. The Association is authorized, however, to use advances from the
FHLB of Topeka to supplement its supply of lendable funds and to meet deposit
withdrawal requirements. The FHLB of Topeka functions as a central reserve bank
providing credit for savings institutions and certain other member financial
institutions. As a member of the FHLB System, the Association is required to
own stock in the FHLB of Topeka and is authorized to apply for advances.
Advances are pursuant to several different programs, each of which has its own
interest rate and range of maturities. The Association has a Blanket Agreement
for advances with the FHLB under which the Association may borrow up to 25% of
assets (approximately $5.1 million), subject to normal collateral and
underwriting requirements. Advances from the FHLB of Topeka are secured by the
Association's stock in the FHLB of Topeka and first mortgage loans.
As of September 30, 1998, the Association had no advances outstanding.
SUBSIDIARY ACTIVITIES
As a federally chartered savings and loan association, the Association is
permitted to invest an amount equal to 2% of its assets in subsidiaries, with an
additional investment of 1% of assets where such investment serves primarily
community, inner-city and community development purposes. Under such
limitations, as of September 30, 1998, the Association was authorized to invest
up to approximately $641,000 in the stock of or loans to subsidiaries, including
the additional 1% investment for community inner-city and community development
purposes. Institutions meeting their applicable minimum regulatory capital
requirements may invest up to 50% of their regulatory capital in conforming
first mortgage loans to subsidiaries in which they own 10% or more of the
capital stock.
The Association does not have any subsidiaries.
COMPETITION
The Association faces strong competition both in originating real estate
and consumer loans and in attracting deposits. The Association competes for
real estate and other loans principally on the basis of interest rates, the
types of loans it originates, the deposit products it offers and the quality of
services it provides to borrowers. The Association also competes by offering
products which are tailored to the local community. Its competition in
originating real estate loans comes primarily from other savings institutions,
commercial banks and mortgage bankers making loans secured by real estate
located in the Association's market area. Commercial banks, credit unions and
finance companies provide vigorous competition in consumer lending. Competition
may increase as a result of the continuing reduction of restrictions on the
interstate operations of financial institutions.
15
<PAGE>
The Association attracts its deposits through its sole office primarily
from the local community. Consequently, competition for deposits is principally
from other savings institutions, commercial banks and brokers in the local
community as well as from the corporate credit unions sponsored by the large
private employers in the Association's market area. The Association competes
for deposits and loans by offering what it believes to be a variety of deposit
accounts at competitive rates, convenient business hours, a commitment to
outstanding customer service and a well-trained staff. The Association believes
it has developed strong relationships with local realtors and the community in
general.
Management considers its market area for gathering deposits to be Otero
County in Colorado. The Association estimates that it competes with 16 banks,
and 4 credit unions for deposits and loans. Based on data provided by a private
marketing firm, the Association estimates that at June 30, 1995, the latest date
for which information was available, it had 7.1% of deposits held by all
financial institutions in its market area.
EMPLOYEES
As of September 30, 1998, the Association had five full-time and no part-
time employees, none of whom were represented by a collective bargaining
agreement. Management considers its relationship with its employees to be good.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company.
<TABLE>
<CAPTION>
Age at
September 30,
Name 1998 Position
- ---- ------------- -------------------------------------
<S> <C> <C>
Donald F. Gause 67 Chairman of the Board of Directors
Keith E. Waggoner 52 President and Chief Executive Officer
Wayne W. Whittaker 67 Vice President
Francis E. Clute 61 Secretary and Treasurer
</TABLE>
DONALD F. GAUSE currently serves as Chairman of the Board the Association
and Company. Mr. Gause was elected to the Board of Directors in 1972 and served
as President of the Association from 1990 to May 1997. Following the Conversion
in May 1997, Mr. Gause became Chairman of the Board of Directors of the
Association and the Company. He is owner of Don's for Lad and Dad, Inc., a
family owned and operated men's clothing store.
KEITH E. WAGGONER currently serves as President and Chief Executive Officer
of the Company and the Association. Mr. Waggoner became President of the
Association in May 1997 and was Executive Vice President of the Association from
1985 to May 1997. His past and current civic activities include being President
of the Lion's Club, member of the Otero Junior College Advisory Board, President
and member of the La Junta Catholic Parish Counsel, President of the La Junta
Catholic Parish Finance Board and member of the Otero County Planning
Commission.
WAYNE W. WHITTAKER has served as a Director and Vice President of the
Association since 1981 and has been a self-employed real estate and insurance
agent since 1953. He also serves as Corporate Secretary and Treasurer of Catlin
Canal Company, The Pisqah Reservoir and Ditch Company and Larkspur, Inc. Mr.
Whittaker's civic activities include being a block solicitor for the Leukemia
Society of America, Finance Chairman for the local Shrine Circus, active
membership in a local Methodist church, committee member for the Sunshine
District of Methodist Church Building Committee, Chairman of the Finance
Committee of the Arkansas Valley Board of Realtors and involvement with the
Shrine Children's Clinic.
16
<PAGE>
FRANCIS E. CLUTE has served as a Director and Treasurer of the Association
since 1987. He is the owner of Edco Metal Works, a machine shop specializing in
heating and air conditioning. Mr. Clute's civic involvement includes membership
in the Rocky Ford Lion's Club, Elks Lodge and Chamber of Commerce. He is also
active with the Rocky Ford Zoning Board and School District.
REGULATION OF THE ASSOCIATION
GENERAL. As a federally-chartered savings association, Rocky Ford is
subject to extensive regulation by the OTS. The Association's lending
activities and other investments must comply with various federal regulatory
requirements. The OTS periodically examines the Association for compliance with
various regulatory requirements and the FDIC has the authority to conduct
special examinations of the Association. The Association must file reports with
OTS describing its activities and financial condition, and is subject to certain
reserve requirements promulgated by the Federal Reserve Board. This supervision
and regulation is intended primarily for the protection of depositors. Certain
of these regulatory requirements are referred to in the following paragraphs or
appear elsewhere herein.
FEDERAL HOME LOAN BANK SYSTEM. The Association is a member of the FHLB
System, which consists of 12 regional Federal Home Loan Banks and which are
subject to supervision and regulation by the Federal Housing Finance Board
("FHFB"). The FHLB's provide a central credit facility primarily for member
institutions. As a member of the FHLB of Topeka, the Association is required to
acquire and hold shares of capital stock in the FHLB of Topeka in an amount at
least equal to 1% of the aggregate unpaid principal of its home mortgage loans,
home purchase contracts, and similar obligations at the beginning of each year,
or 1/20 of its advances (borrowings) from the FHLB of Topeka, whichever is
greater. The Association was in compliance with this requirement with an
investment in FHLB of Topeka stock at September 30, 1998, of $210,000. The FHLB
of Topeka serves as a reserve or central bank for its member institutions within
its assigned region. It is funded primarily from proceeds derived from the sale
of consolidated obligations of the FHLB System. It offers advances to members
in accordance with policies and procedures established by the FHFB and the Board
of Directors of the FHLB of Topeka. Long-term advances may only be made for the
purpose of providing funds for residential housing finance. As of September 30,
1998, Rocky Ford had no advances outstanding from the FHLB of Topeka. See "--
Deposit Activity and Other Sources of Funds --Borrowings."
LIQUIDITY REQUIREMENTS. As a member of the FHLB System, the Association is
required to maintain average daily balances of liquid assets (cash, certain time
deposits, bankers' acceptances, highly rated corporate debt and commercial
paper, securities of certain mutual funds, and specified United States
government, state or federal agency obligations) equal to the monthly average of
not less than a specified percentage (currently 4%) of its net withdrawable
savings deposits plus short-term borrowings. Member institutions have also
been required to maintain average daily balances of short-term liquid assets at
a specified percentage (currently 1%) of the total of their net withdrawable
savings accounts and borrowings payable in one year or less. Monetary penalties
may be imposed for failure to meet liquidity requirements. The average
liquidity and short term liquidity ratios of the Association for September 1998
were 27% and 26%, respectively.
QUALIFIED THRIFT LENDER TEST. The Association is currently subject to OTS
regulations which use the concept of a qualified thrift lender ("QTL") to
determine eligibility for Federal Home Loan Bank advances and for certain other
purposes. A savings institution that does not meet the QTL Test must either
convert to a bank charter or comply with the following restrictions on its
operations: (i) the institution may not engage in any new activity or make any
new investment, directly or indirectly, unless such activity or investment is
permissible for both a national bank and a savings institution; (ii) the
branching powers of the institution are restricted to those of a national bank
located in the institution's home state; (iii) the institution shall not be
eligible to obtain any advances from its Federal Home Loan Bank; and (iv)
payment of dividends by the institution shall be subject to the rules regarding
payment of dividends by a national bank. In addition, any company that controls
a savings institution that fails to qualify as a QTL will be required to
register as and be deemed a bank holding company subject to all of the
provisions of the Bank Holding Company Act of 1956 and other statutes applicable
to bank holding companies. Upon the expiration of three years from the date the
institution ceases to be a QTL, it must cease any activity, and not retain any
investment not permissible for both a national bank
17
<PAGE>
and a savings institution and immediately repay any outstanding Federal Home
Loan Bank advances (subject to safety and soundness considerations).
To qualify as a QTL, a savings institution must either qualify as a
"domestic building and loan association" under the Internal Revenue Code or
maintain at least 65% of its "portfolio" assets in Qualified Thrift Investments.
Portfolio assets are defined as total assets less intangibles, property used by
a savings institution in its business and liquidity investments in an amount not
exceeding 20% of assets. All of the following may be included as Qualified
Thrift Investments: investments in residential mortgages, home equity loans,
loans made for educational purposes, small business loans, credit card loans and
shares of stock issued by a Federal Home Loan Bank. Subject to a 20% of
portfolio assets limit, savings institutions are also able to treat the
following as Qualified Thrift Investments: (i) 50% of the dollar amount of
residential mortgage loans subject to sale under certain conditions, (ii)
investments, both debt and equity, in the capital stock or obligations of and
any other security issued by a service corporation or operating subsidiary,
provided that such subsidiary derives at least 80% of its annual gross revenues
from activities directly related to purchasing, refinancing, constructing,
improving or repairing domestic residential housing or manufactured housing,
(iii) 200% of their investments in loans to finance "starter homes" and loans
for construction, development or improvement of housing and community service
facilities or for financing small businesses in "credit-needy" areas, (iv) loans
for the purchase, construction, development or improvement of community service
facilities, (v) loans for personal, family, household or educational purposes,
provided that the dollar amount treated as Qualified Thrift Investments may not
exceed 10% of the savings institution's portfolio assets, and (vi) shares of
stock issued by the FNMA or FHLMC.
A savings institution must maintain its status as a QTL on a monthly basis
in nine out of every 12 months. A savings institution that fails to maintain
QTL status will be permitted to requalify once, and if it fails the QTL Test a
second time, it will become immediately subject to all penalties as if all time
limits on such penalties had expired. At September 30, 1998, approximately 98%
of the Association's "portfolio" assets were invested in Qualified Thrift
Investments.
REGULATORY CAPITAL REQUIREMENTS. Under the OTS's regulatory capital
requirements, savings associations must maintain "tangible" capital equal to
1.5% of adjusted total assets, "core" capital equal to 3% of adjusted total
assets and a combination of core and "supplementary" capital equal to 8% of
"risk-weighted assets." In addition, the OTS has adopted regulations which
impose certain restrictions on savings associations that have a total risk-based
capital ratio that is less than 8.0%, a ratio of Tier 1 capital to risk-weighted
assets of less than 4.0% or a ratio of Tier 1 capital to adjusted total assets
of less than 4.0% (or 3.0% if the institution is rated Composite 1 under the OTS
examination rating system). For purposes of these regulations, Tier 1 capital
has the same definition as core capital. See "--Prompt Corrective Regulatory
Action."
Core capital is defined as common stockholders' equity (including retained
earnings), noncumulative perpetual preferred stock and related surplus, minority
interests in the equity accounts of fully consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits and "qualifying supervisory
goodwill." Core capital is generally reduced by the amount of the savings
association's intangible assets for which no market exists. Limited exceptions
to the rule requiring deduction of intangible assets are provided for mortgage
servicing rights, purchased credit card relationships and qualifying supervisory
goodwill held by an eligible savings institution. Tangible capital is given the
same definition as core capital but does not include qualifying supervisory
goodwill and is reduced by the amount of all the savings association's
intangible assets with only a limited exception for subscribed for mortgage
servicing rights and subscribed for credit card relationships. Both core and
tangible capital are further reduced by an amount equal to a savings
association's debt and equity investments in subsidiaries engaged in activities
not permissible to national banks, other than subsidiaries engaged in activities
undertaken as agent for customers or in mortgage banking activities and
subsidiary depository institutions or their holding companies. At September 30,
1998, the Association had no investments in or extensions of credit to a
subsidiary engaged in activities not permitted to national banks.
Adjusted total assets are a savings association's total assets as
determined under generally accepted accounting principles increased by certain
goodwill amounts and by a pro rated portion of the assets of unconsolidated
includable
18
<PAGE>
subsidiaries in which the savings association holds a minority interest.
Adjusted total assets are reduced by the amount of assets that have been
deducted from capital, the savings institution's investments in includible
subsidiaries that must be netted against capital under the capital rules and,
for purposes of the core capital requirement, qualifying supervisory goodwill.
At September 30, 1998, the Association's adjusted total assets for the purposes
of the core and tangible capital requirements were approximately $21.0 million.
In determining compliance with the risk-based capital requirement, a
savings association is allowed to include both core capital and supplementary
capital in its total capital provided the amount of supplementary capital
included does not exceed the savings association's core capital. Supplementary
capital is defined to include certain preferred stock issues, nonwithdrawable
accounts and pledged deposits that do not qualify as core capital, certain
approved subordinated debt, certain other capital instruments and a portion of
the savings association's general loan and lease loss allowances. Total core
and supplementary capital are reduced by the amount of capital instruments held
by other depository institutions pursuant to reciprocal arrangements all equity
investments and that portion of land loans and nonresidential construction loans
in excess of 80% loan-to-value ratio. As of September 30, 1998, the Association
had no equity investments for which OTS regulations required a deduction from
total capital.
The risk-based capital requirement is measured against risk-weighted assets
which equals the sum of each asset and the credit-equivalent amount of each off-
balance sheet item after being multiplied by an assigned risk weight. Under the
OTS risk-weighting system, one- to four-family first mortgages not more than 90
days past due with loan-to-value ratios under 80% are assigned a risk weight of
50%. Consumer and construction loans are assigned a risk weight of 100%.
Mortgage-backed securities issued, or fully guaranteed as to principal and
interest, by the FNMA or FHLMC are assigned a 20% risk weight. Cash and U.S.
Government securities backed by the full faith and credit of the U.S. Government
are given a 0% risk weight. As of September 30, 1998, the Bank's risk-weighted
assets were approximately $8.8 million.
The table below presents the Association's capital position relative
to its various minimum statutory and regulatory capital requirements at
September 30, 1998.
<TABLE>
<CAPTION>
Percent of
Amount Assets (1)
------ ----------
(Dollars in thousands)
<S> <C> <C>
Tangible Capital................ $4,725 53.61%
Tangible Capital Requirement.... 132 1.50
------ -----
Excess.......................... $4,593 52.11%
====== =====
Core Capital.................... $4,725 53.61%
Core Capital Requirement (2).... 264 3.00
------ -----
Excess.......................... $4,461 50.61%
====== =====
Risk-Based Capital.............. $4,785 54.29%
Risk-Based Capital Requirement.. 705 8.00
------ -----
Excess.......................... $4,080 46.29%
====== =====
</TABLE>
- -------------------------
(1) Based upon adjusted total assets for purposes of the tangible capital and
core capital requirements and risk-weighted assets for purposes of the
risk-based capital requirement.
(2) Reflects the capital requirement which the Bank must satisfy to avoid
regulatory restrictions that may be imposed pursuant to prompt corrective
action regulations.
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The OTS's risk-based capital requirements require savings institutions with
more than a "normal" level of interest rate risk to maintain additional total
capital. A savings institution's interest rate risk is measured in terms of the
sensitivity of its "net portfolio value" to changes in interest rates. Net
portfolio value is defined, generally, as the present value of expected cash
inflows from existing assets and off-balance sheet contracts less the present
value of expected cash outflows from existing liabilities. A savings
institution is considered to have a "normal" level of interest rate risk
exposure if the decline in its net portfolio value after an immediate 200 basis
point increase or decrease in market interest rates (whichever results in the
greater decline) is less than two percent of the current estimated economic
value of its assets. A savings institution with a greater than normal interest
rate risk is required to deduct from total capital, for purposes of calculating
its risk-based capital requirement, an amount (the "interest rate risk
component") equal to one-half the difference between the institution's measured
interest rate risk and the normal level of interest rate risk, multiplied by the
economic value of its total assets. Management does not believe the
implementation of the interest rate risk requirement will have a material effect
on the Association.
The OTS calculates the sensitivity of a savings institution's net portfolio
value based on data submitted by the institution in a schedule to its quarterly
Thrift Financial Report and using the interest rate risk measurement model
adopted by the OTS. The amount of the interest rate risk component, if any,
that is deducted from a savings institution's total capital is based on the
institution's Thrift Financial Report filed two quarters earlier. Savings
institutions with less than $300 million in assets and a risk-based capital
ratio above 12% are generally exempt from filing the interest rate risk schedule
with their Thrift Financial Reports. However, the OTS requires any exempt
savings institution that it determines may have a high level of interest rate
risk exposure to file such schedule on a quarterly basis and may be subject to
an additional capital requirement based upon its level of interest rate risk as
compared to its peers. The Association has determined that, on the basis of
current financial data, it will not be deemed to have more than normal level of
interest rate risk under the rule and believes that it will not be required to
increase its total capital as a result of the rule.
In addition to requiring generally applicable capital standards for savings
associations, the Director of OTS is authorized to establish the minimum level
of capital for a savings association at such amount or at such ratio of capital-
to-assets as the Director determines to be necessary or appropriate for such
association in light of the particular circumstances of the association. Such
circumstances would include a high degree of exposure of interest rate risk,
prepayment risk, credit risk and concentration of credit risk and certain risks
arising from non-traditional activities. The Director may treat the failure of
any savings association to maintain capital at or above such level as an unsafe
or unsound practice and may issue a directive requiring any savings association
which fails to maintain capital at or above the minimum level required by the
Director to submit and adhere to a plan for increasing capital. Such an order
may be enforced in the same manner as an order issued by the FDIC.
TRANSACTIONS WITH AFFILIATES. Transactions between savings associations
and any affiliate are governed by Sections 23A and 23B of the Federal Reserve
Act. An affiliate of a savings association is any company or entity which
controls, is controlled by or is under common control with the savings
association. In a holding company context, the parent holding company of a
savings association (such as the Company) and any companies which are controlled
by such parent holding company are affiliates of the savings association.
Generally, Sections 23A and 23B (i) limit the extent to which the savings
association or its subsidiaries may engage in "covered transactions" with any
one affiliate to an amount equal to 10% of such institution's capital stock and
surplus, and contain an aggregate limit on all such transactions with all
affiliates to an amount equal to 20% of such capital stock and surplus, and
(ii) require that all such transactions be on terms substantially the same, or
at least as favorable, to the institution or subsidiary as those provided to a
nonaffiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and similar other types of
transactions. In addition to the restrictions imposed by Sections 23A and 23B,
OTS regulations provide that no savings association may (i) loan or otherwise
extend credit to an affiliate, except for any affiliate which engages only in
activities which are permissible for bank holding companies, or (ii) purchase or
invest in any stocks, bonds, debentures, notes or similar obligations of any
affiliate, except for affiliates which are subsidiaries of the savings
association. Section 106 of the Bank Holding Company Act which also applies to
the Association, prohibits the Association from extending credit to or offering
any other services, or fixing or varying the consideration
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<PAGE>
for such extension of credit or service, on the condition that the customer
obtain some additional service from the institution or certain of its affiliates
or not obtain services of a competitor of the institution, subject to certain
exceptions.
LOANS TO OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS. Savings
associations are also subject to the restrictions contained in Section 22(h) and
Section 22(g) of the Federal Reserve Act on loans to executive officers,
directors and principal stockholders. Under Section 22(h), loans to a director,
executive officer or greater than 10% stockholder of a savings association and
certain affiliated entities of the foregoing, may not exceed, together with all
other outstanding loans to such person and affiliated entities, the
association's loans to one borrower limit (generally equal to 15% of the
institution's unimpaired capital and surplus and an additional 10% of such
capital and surplus for loans fully secured by certain readily marketable
collateral) and all loans to such persons may not exceed the institution's
unimpaired capital and unimpaired surplus. Section 22(h) also prohibits loans,
above amounts prescribed by the appropriate federal banking agency, to
directors, executive officers and greater than 10% stockholders of a savings
association, and their respective affiliates, unless such loan is approved in
advance by a majority of the board of directors of the association with any
"interested" director not participating in the voting. The Federal Reserve
Board has prescribed the loan amount (which includes all other outstanding loans
to such person), as to which such prior board of director approval is required,
as being the greater of $25,000 or 5% of capital and surplus (up to $500,000).
Further, the Federal Reserve Board pursuant to Section 22(h) requires that loans
to directors, executive officers and principal stockholders be made on terms
substantially the same as offered in comparable transactions to other persons.
Section 22(h) also prohibits a depository institution from paying the overdrafts
of any of its executive officers or directors.
Section 22(g) of the Federal Reserve Act requires that loans to executive
officers of depository institutions not be made on terms more favorable than
those afforded to other borrowers, requires approval for such extensions of
credit by the board of directors of the institution, and imposes reporting
requirements for and additional restrictions on the type, amount and terms of
credits to such officers. In addition, Section 106 of the Bank Holding Company
Act prohibits extensions of credit to executive officers, directors, and greater
than 10% stockholders of a depository institution by any other institution which
has a correspondent banking relationship with the institution, unless such
extension of credit is on substantially the same terms as those prevailing at
the time for comparable transactions with other persons and does not involve
more than the normal risk of repayment or present other unfavorable features.
PROMPT CORRECTIVE REGULATORY ACTION. Under the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), the federal banking regulators,
including the OTS, are required to take prompt corrective action if an insured
depository institution fails to satisfy certain minimum capital requirements.
All institutions, regardless of their capital levels, are restricted from making
any capital distribution or paying any management fees if the institution would
thereafter fail to satisfy the minimum levels for any of its capital
requirements. An institution that fails to meet the minimum level for any
relevant capital measure (an "undercapitalized institution") may be: (i) subject
to increased monitoring by the appropriate federal banking regulator; (ii)
required to submit an acceptable capital restoration plan within 45 days; (iii)
subject to asset growth limits; and (iv) required to obtain prior regulatory
approval for acquisitions, branching and new lines of businesses. The capital
restoration plan must include a guarantee by the institution's holding company
that the institution will comply with the plan until it has been adequately
capitalized on average for four consecutive quarters, under which the holding
company would be liable up to the lesser of 5% of the institution's total assets
or the amount necessary to bring the institution into capital compliance as of
the date it failed to comply with its capital restoration plan. A
"significantly undercapitalized" institution, as well as any undercapitalized
institution that did not submit an acceptable capital restoration plan, may be
subject to regulatory demands for recapitalization, broader application of
restrictions on transactions with affiliates, limitations on interest rates paid
on deposits, asset growth and other activities, possible replacement of
directors and officers, and restrictions on capital distributions by any bank
holding company controlling the institution. Any company controlling the
institution could also be required to divest the institution or the institution
could be required to divest subsidiaries. The senior executive officers of a
significantly undercapitalized institution may not receive bonuses or increases
in compensation without prior approval and the institution is prohibited from
making payments of principal or interest on its subordinated debt. In their
discretion, the federal banking regulators may also impose the foregoing
sanctions on an undercapitalized institution if the regulators
21
<PAGE>
determine that such actions are necessary to carry out the purposes of the
prompt corrective action provisions. If an institution's ratio of tangible
capital to total assets falls below a "critical capital level," the institution
will be subject to conservatorship or receivership within 90 days unless
periodic determinations are made that forbearance from such action would better
protect the deposit insurance fund. Unless appropriate findings and
certifications are made by the appropriate federal bank regulatory agencies, a
critically undercapitalized institution must be placed in receivership if it
remains critically undercapitalized on average during the calendar quarter
beginning 270 days after the date it became critically undercapitalized.
Under regulations jointly adopted by the federal banking regulators,
including the OTS, a depository institution's capital adequacy for purposes of
the prompt corrective action rules is determined on the basis of the
institution's total risk-based capital ratio (the ratio of its total capital to
risk-weighted assets), Tier 1 risk-based capital ratio (the ratio of its core
capital to risk-weighted assets) and leverage ratio (the ratio of its core
capital to adjusted total assets). Under the regulations, a savings association
that is not subject to an order or written directive to meet or maintain a
specific capital level is deemed "well capitalized" if it also has: (i) a total
risk-based capital ratio of 10% or greater; (ii) a Tier 1 risk-based capital
ratio of 6% or greater; and (iii) a leverage ratio of 5% or greater. An
"adequately capitalized" savings association is a savings association that does
not meet the definition of well capitalized and has: (i) a total risk-based
capital ratio of 8% or greater; (ii) a Tier 1 capital risk-based ratio of 4% or
greater; and (iii) a leverage ratio of 4% or greater (or 3% or greater if the
savings association has a composite 1 CAMEL rating). An "undercapitalized"
institution is a savings association that has (i) a total risk-based capital
ratio less than 8%; or (ii) a Tier 1 risk-based capital ratio of less than 4%;
or (iii) a leverage ratio of less than 4% (or 3% if the association has a
composite 1 CAMEL rating). A "significantly undercapitalized" institution is
defined as a savings association that has: (i) a total risk-based capital ratio
of less than 6%; or (ii) a Tier 1 risk-based capital ratio of less than 3%; or
(iii) a leverage ratio of less than 3%. A "critically undercapitalized" savings
association is defined as a savings association that has a ratio of "tangible
equity" to total assets of less than 2%. Tangible equity is defined as core
capital plus cumulative perpetual preferred stock (and related surplus) less all
intangibles other than qualifying supervisory goodwill and certain purchased
mortgage servicing rights. The OTS may reclassify a well capitalized savings
association as adequately capitalized and may require an adequately capitalized
or undercapitalized association to comply with the supervisory actions
applicable to associations in the next lower capital category (but may not
reclassify a significantly undercapitalized association as critically
undercapitalized) if the OTS determines, after notice and an opportunity for a
hearing, that the savings association is in an unsafe or unsound condition or
that the association has received and not corrected a less-than-satisfactory
rating for any CAMEL rating category. The Association is classified as "well
capitalized" under these regulations.
DIVIDEND LIMITATIONS. Under OTS regulations, the Association is not
permitted to pay dividends on its capital stock if its regulatory capital would
thereby be reduced below the amount then required for the liquidation account
established for the benefit of certain depositors of the Association at the time
of its conversion to stock form. In addition, savings institution subsidiaries
of savings and loan holding companies are required to give the OTS 30 days'
prior notice of any proposed declaration of dividends to the holding company.
Federal regulations impose limitations on the payment of dividends and
other capital distributions (including stock repurchases and cash mergers) by
the Association. Under these regulations, a savings institution that,
immediately prior to, and on a pro forma basis after giving effect to a proposed
capital distribution, has total capital (as defined by OTS regulation) that is
equal to or greater than the amount of its fully phased-in capital requirements
(a "Tier 1 Association"), is generally permitted without OTS approval, after
notice, to make capital distributions during a calendar year in the amount equal
to the greater of (i) 75% of net income for the previous four quarters or (ii)
up to 100% of its net income to date during the calendar year plus an amount
that would reduce by one-half the amount by which its capital-to-assets ratio
exceeded its fully phased-in capital requirement to assets ratio at the
beginning of the calendar year. A savings institution with total capital in
excess of current minimum capital requirements but not in excess of the fully
phased-in requirements (a "Tier 2 Association") is permitted, after notice, to
make capital distributions without OTS approval of up to 75% of its net income
for the previous four quarters, less dividends already paid for such period. A
savings institution that fails to meet current minimum capital requirements (a
"Tier 3 Association") is prohibited from
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<PAGE>
making any capital distributions without the prior approval of the OTS. Tier 1
Associations that have been notified by the OTS that they are in need of more
than normal supervision will be treated as either a Tier 2 or Tier 3
Association. Unless the OTS determines that the Association is an institution
requiring more than normal supervision, the Association is authorized to pay
dividends, in accordance with the provisions of the OTS regulations discussed
above, as a Tier 1 Association.
Under the OTS' prompt corrective action regulations, the Association is
also prohibited from making any capital distributions if, after making the
distribution, the Association would have: (i) a total risk-based capital ratio
of less than 8.0%; (ii) a Tier 1 risk-based capital ratio of less than 4.0%; or
(iii) a leverage ratio of less than 4.0%. However, the OTS, after consultation
with the FDIC, may permit an otherwise prohibited stock repurchase if it is made
in connection with the issuance of additional shares in an equivalent amount,
and the repurchase will reduce the institution's financial obligations or
otherwise improve the institution's financial condition.
In addition to the foregoing, earnings of the Association appropriated to
bad debt reserves and deducted for Federal income tax purposes are not available
for payment of cash dividends or other distributions to stockholders without
payment of taxes at the then current tax rate by the Association on the amount
of earnings removed from the reserves for such distributions. See "Taxation."
SAFETY AND SOUNDNESS STANDARDS. Under FDICIA, as amended by the Riegle
Community Development and Regulatory Improvement Act of 1994 (the "CDRI Act"),
each Federal banking agency is required to establish safety and soundness
standards for institutions under its authority. On July 10, 1995, the Federal
banking agencies, including the OTS, released Interagency Guidelines
Establishing Standards for Safety and Soundness and published a final rule
establishing deadlines for submission and review of safety and soundness
compliance plans. The final rule and the guidelines went into effect on August
9, 1995. The guidelines require savings institutions to maintain internal
controls, information systems and audit systems that are appropriate for the
size, nature and scope of the institution's business. The guidelines also
establish certain basic standards for loan documentation, credit underwriting,
interest rate risk exposure, and asset growth. The guidelines further provide
that savings institutions should maintain safeguards to prevent the payment of
compensation, fees and benefits that are excessive or that could lead to
material financial loss, and should take into account factors such as comparable
compensation practices at comparable institutions. If the OTS determines that a
savings institution is not in compliance with the safety and soundness
guidelines, it may require the institution to submit an acceptable plan to
achieve compliance with the guidelines. A savings institution must submit an
acceptable compliance plan to the OTS within 30 days of receipt of a request for
such a plan. Failure to submit or implement a compliance plan may subject the
institution to regulatory sanctions. Management believes that the Association
already meets substantially all the standards adopted in the interagency
guidelines, and therefore does not believe that implementation of these
regulatory standards will materially affect the Association's operations.
Additionally, under FDICIA, as amended by the CDRI Act, the Federal banking
agencies are required to establish standards relating to the asset quality and
earnings that the agencies determine to be appropriate. On July 10, 1995, the
federal banking agencies, including the OTS, issued proposed guidelines relating
to asset quality and earnings. Under the proposed guidelines, a savings
institution should maintain systems, commensurate with its size and the nature
and scope of its operations, to identify problem assets and prevent
deterioration in those assets, as well as to evaluate and monitor earnings and
ensure that earnings are sufficient to maintain adequate capital and reserves.
Management believes that the asset quality and earnings standards, in the form
proposed by the banking agencies, would not have a material effect on the
Association's operations.
DEPOSIT INSURANCE. The Association is required to pay assessments based on
a percent of its insured deposits to the FDIC for insurance of its deposits by
the FDIC through the SAIF. Under the Federal Deposit Insurance Act, the FDIC is
required to set semi-annual assessments for SAIF-insured institutions at a level
necessary to maintain the designated reserve ratio of the SAIF at 1.25% of
estimated insured deposits or at a higher percentage of estimated insured
deposits that the FDIC determines to be justified for that year by circumstances
raising a significant risk of substantial future losses to the SAIF.
23
<PAGE>
Under the FDIC's risk-based assessment system, the assessment rate for an
insured depository institution depends on the assessment risk classification
assigned to the institution by the FDIC, which is determined by the
institution's capital level and supervisory evaluations. Based on the data
reported to regulators for the date closest to the last day of the seventh month
preceding the semi-annual assessment period, institutions are assigned to one of
three capital groups -- well capitalized, adequately capitalized or
undercapitalized -- using the same percentage criteria as under the prompt
corrective action regulations. See " -- Prompt Corrective Regulatory Action."
Within each capital group, institutions are assigned to one of three subgroups
on the basis of supervisory evaluations by the institution's primary supervisory
authority and such other information as the FDIC determines to be relevant to
the institution's financial condition and the risk posed to the deposit
insurance fund. Subgroup A will consist of financially sound institutions with
only a few minor weaknesses. Subgroup B consists of institutions that
demonstrate weaknesses which, if not corrected, could result in significant
deterioration of the institution and increased risk of loss to the deposit
insurance fund. Subgroup C consists of institutions that pose a substantial
probability of loss to the deposit insurance fund unless effective corrective
action is taken.
Over the past years, institutions with SAIF-assessable deposits, like the
Association, were required to pay higher deposit insurance premiums than
institutions with deposits insured by the Bank Insurance Fund ("BIF")
administered by the FDIC. In order to recapitalize the SAIF and address the
premium disparity, in November 1996 the FDIC imposed a one-time special
assessment on institutions with SAIF-assessable deposits based on the amount
determined by the FDIC to be necessary to increase the reserve levels of the
SAIF to the designated reserve ratio of 1.25% of insured deposits. Institutions
were assessed at the rate of 65.7 basis points based on the amount of their
SAIF-assessable deposits as of March 31, 1995. As a result of the special
assessment the Association incurred a pre-tax expense of $106,000 during the
fiscal year ended September 30, 1996.
The special assessment recapitalized the SAIF, and as a result, the FDIC
lowered the SAIF deposit insurance assessment rates through the end of 1997 to
zero for well capitalized institutions with the highest supervisory ratings and
0.31% of insured deposits for institutions in the highest risk-based premium
category. Since the BIF is above its designated reserve ratio of 1.25% of
insured deposits, "well-capitalized" institutions in Subgroup A, numbering 95%
of BIF-insured institutions, pay no federal deposit insurance premiums, with the
remaining 5% of institutions paying a graduated range of rates up to 0.27% of
insured deposits for the highest risk-based premium category. Until December
31, 1999, SAIF-insured institutions will be required to pay assessments to the
FDIC at the rate of 6.5 basis points to help fund interest payments on certain
bonds issued by the Financing Corporation ("FICO") an agency of the federal
government established to finance takeovers of insolvent thrifts. During this
period, BIF members will be assessed for these obligations at the rate of 1.3
basis points. After December 31, 1999, both BIF and SAIF members will be
assessed at the same rate for FICO payments, or sooner if the two funds are
merged.
Since the SAIF now meets its designated reserve ratio as a result of the
special assessment, SAIF members are now permitted to convert to the status of
members of the BIF and may merge with or transfer assets to a BIF member.
Although the Association would qualify for insurance of deposits of the BIF,
substantial entrance and exit fees apply to conversions from SAIF to BIF
insurance and such fees may make a SAIF to BIF conversion prohibitively
expensive. In the past, the substantial disparity existing between deposit
insurance premiums paid by BIF and SAIF members gave BIF-insured institutions a
competitive advantage over SAIF-insured institutions like the Association. The
reduction of the SAIF deposit insurance premiums effectively eliminated this
disparity and could have the effect of increasing the net income of the
Association and restoring the competitive equality between BIF-insured and SAIF-
insured institutions.
UNIFORM LENDING STANDARDS. Under OTS regulations, savings association must
adopt and maintain written policies that establish appropriate limits and
standards for extensions of credit that are secured by liens or interests in
real estate or are made for the purpose of financing permanent improvements to
real estate. These policies must establish loan portfolio diversification
standards, prudent underwriting standards, including loan-to-value limits, that
are clear and measurable, loan administration procedures and documentation,
approval and reporting requirements. The real estate lending policies must
reflect consideration of the Interagency Guidelines for Real Estate Lending
Policies (the "Interagency Guidelines") that have been adopted by the federal
bank regulators.
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<PAGE>
The Interagency Guidelines, among other things, call upon depository
institutions to establish internal loan-to-value limits for real estate loans
that are not in excess of the following supervisory limits: (i) for loans
secured by raw land, the supervisory loan-to-value limit is 65% of the value of
the collateral; (ii) for land development loans (i.e., loans for the purpose of
improving unimproved property prior to the erection of structures), the
supervisory limit is 75%; (iii) for loans for the construction of commercial,
multifamily or other nonresidential property, the supervisory limit is 80%; (iv)
for loans for the construction of one- to four-family properties, the
supervisory limit is 85%; and (v) for loans secured by other improved property
(e.g., farmland, completed commercial property and other income-producing
property including non-owner-occupied, one- to four-family property), the limit
is 85%. Although no supervisory loan-to-value limit has been established for
owner-occupied, one- to four-family and home equity loans, the Interagency
Guidelines state that for any such loan with a loan-to-value ratio that equals
or exceeds 90% at origination, an institution should require appropriate credit
enhancement in the form of either mortgage insurance or readily marketable
collateral.
The Interagency Guidelines state that it may be appropriate in individual
cases to originate or purchase loans with loan-to-value ratios in excess of the
supervisory loan-to-value limits, based on the support provided by other credit
factors. The aggregate amount of loans in excess of the supervisory loan-to-
value limits, however, should not exceed 100% of total capital and the total of
such loans secured by commercial, agricultural, multifamily and other non-one-
to-four family residential properties should not exceed 30% of total capital.
The supervisory loan-to-value limits do not apply to certain categories of loans
including loans insured or guaranteed by the U.S. government and its agencies or
by financially capable state, local or municipal governments or agencies, loans
backed by the full faith and credit of a state government, loans that are to be
sold promptly after origination without recourse to a financially responsible
party, loans that are renewed, refinanced or restructured without the
advancement of new funds, loans that are renewed, refinanced or restructured in
connection with a workout, loans to facilitate sales of real estate acquired by
the institution in the ordinary course of collecting a debt previously
contracted and loans where the real estate is not the primary collateral.
Management believes that the Association's current lending policies conform
to the Interagency Guidelines and does not anticipate that the Interagency
Guidelines will have a material effect on its lending activities.
FEDERAL RESERVE SYSTEM. Pursuant to regulations of the Federal Reserve
Board, a savings institution must maintain average daily reserves equal to 3% on
the first $49.3 million of transaction accounts, plus 10% on the remainder.
This percentage is subject to adjustment by the Federal Reserve Board. Because
required reserves must be maintained in the form of vault cash or in a non-
interest bearing account at a Federal Reserve Bank, the effect of the reserve
requirement is to reduce the amount of the institution's interest-earning
assets. As of September 30, 1998, the Association is a non-reporting
institution due to the fact they do not have transaction accounts subject to the
reserve requirements.
ACTIVITIES RESTRICTIONS. The Board of Directors of the Corporation
presently intends to operate the Corporation as a unitary savings and loan
holding company. There are generally no restrictions on the activities of a
unitary savings and loan holding company. However, if the director of OTS
determines that there is reasonable cause to believe that the continuation by a
savings and loan holding company of an activity constitutes a serious risk to
the financial safety, soundness, or stability of its subsidiary savings
institution, the Director of OTS may impose such restrictions as deemed
necessary to address such risk and limiting (i) payment of dividends by the
savings institution, (ii) transactions between the savings institution and its
affiliates, and (iii) any activities of the savings institution that might
create a serious risk that the liabilities of the holding company and its
affiliates may be imposed on the savings institution.
Notwithstanding the above rules as to permissible business activities of
unitary savings and loan holding companies, if the savings institution
subsidiary of such a holding company fails to meet the QTL Test, then within one
year after the institution ceased to be a QTL, such unitary savings and loan
holding company shall register as and be deemed to be a bank holding company and
will become subject to the activities restrictions applicable to bank holding
companies. See "Regulation -- Qualified Thrift Lender Test."
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If the Company were to acquire control of another savings institution,
other than through merger or other business combination with the Association,
the Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
acquisitions and where each subsidiary savings institution meets the QTL Test,
the activities of the Company and any of its subsidiaries (other than the
Association, or other subsidiary savings institutions) would thereafter be
subject to further restrictions. The Home Owners' Loan Act provides that, among
other things, no multiple savings and loan holding company or subsidiary thereof
which is not a savings institution shall commence or continue for a limited
period of time after becoming a multiple savings and loan holding company or
subsidiary thereof, any business activity, upon prior notice to, and no
objection by the OTS, other than (i) furnishing or performing management
services for a subsidiary savings institution, (ii) conducting an insurance
agency or escrow business, (iii) holding, managing, or liquidating assets owned
by or acquired from a subsidiary savings institution, or (iv) holding or
managing properties used or occupied by a subsidiary savings institution,
(v) acting as trustee under deeds of trust, (vi) those activities previously
authorized by regulation on March 5, 1987 to be directly engaged in by multiple
savings and loan holding companies; or (vii) those activities authorized by the
Federal Reserve Board as permissible for bank holding companies, unless the
Director of OTS by regulation prohibits or limits such activities for savings
and loan holding companies. Those activities described in (vii) above must also
be approved by the Director of OTS prior to being engaged in by a multiple
savings and loan holding company.
The Director of OTS may also approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state, if (i) the multiple savings and loan
holding company involved controls a savings institution which operated a home or
branch office in the state of the institution to be acquired as of March 5,
1987; (ii) the acquiror is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act; or (iii) the laws of the state in which the institution
to be acquired is located specifically permit institutions to be acquired by
state-chartered institutions or savings and loan holding companies located in
the state where the acquiring entity is located (or by a holding company that
controls such state-chartered savings institutions).
REGULATION OF THE COMPANY
GENERAL. The Corporation is a savings and loan holding company within the
meaning of the Home Owners' Loan Act. As such, the Corporation is registered
with the OTS and is subject to OTS regulations, examinations, supervision and
reporting requirements. As a subsidiary of a savings and loan holding company,
the Association is subject to certain restrictions in its dealings with the
Corporation and affiliates thereof. The Company is also required to file
certain reports with, and otherwise comply with the rules and regulations of the
SEC under federal securities laws.
RESTRICTIONS ON ACQUISITIONS. The Home Owners' Loan Act generally
prohibits a savings and loan holding company, without prior approval of the
Director of OTS, from (i) acquiring control of any other savings institution or
savings and loan holding company or controlling the assets thereof or (ii)
acquiring more than 5% of the voting shares of a savings institution or holding
company thereof which is not a subsidiary. Under certain circumstances a
registered savings and loan holding company is permitted to acquire, with the
approval of the Director of OTS, up to 15% of the voting shares of an under-
capitalized savings association pursuant to a "qualified stock issuance" without
that savings association being deemed controlled by the holding company. In
order for the shares acquired to constitute a "qualified stock issuance," the
shares must consist of previously unissued stock or treasury shares, the shares
must be acquired for cash, the savings institution holding company's other
subsidiaries must have tangible capital of at least 6 1/2% of total assets,
there must not be more than one common director or officer between the savings
institution holding company and the issuing savings institution and transactions
between the savings institution and the savings institution holding company and
any of its affiliates must conform to Sections 23A and 23B of the Federal
Reserve Act. Except with the prior approval of the Director of OTS, no director
or officer of a savings institution holding company or person owning or
controlling by proxy or otherwise more than 25% of such company's stock, may
also acquire control of any savings institution, other than a subsidiary savings
institution, or of any other savings and loan holding company.
26
<PAGE>
OTS regulations permit federal savings institutions to branch in any state
or states of the United States and its territories. Except in supervisory cases
or when interstate branching is otherwise permitted by state law or other
statutory provision, a federal savings institution may not establish an out-of-
state branch unless (i) the federal institution qualifies as a QTL or as a
"domestic building and loan association" under (S)7701(a)(19) of the Internal
Revenue Code and the total assets attributable to all branches of the
institution in the state would qualify such branches taken as a whole for
treatment as a QTL or as a domestic building and loan association and (ii) such
branch would not result in (a) formation of a prohibited multi-state multiple
savings and loan holding company or (b) a violation of certain statutory
restrictions on branching by savings institution subsidiaries of banking holding
companies. Federal savings institutions generally may not establish new
branches unless the institution meets or exceeds minimum regulatory capital
requirements. The OTS will also consider the institution's record of compliance
with the Community Reinvestment Act of 1977 in connection with any branch
application.
TAXATION
FEDERAL INCOME TAXATION. The Company and the Association will file
individual federal income tax returns.
Thrift institutions are subject to the provisions of the Code in the same
general manner as other corporations. Prior to recent legislation, institutions
such the Association which met certain definitional tests and other conditions
prescribed by the Code benefitted from certain favorable provisions regarding
their deductions from taxable income for annual additions to their bad debt
reserve. For purposes of the bad debt reserve deduction, loans were separated
into "qualifying real property loans," which generally are loans secured by
interests in certain real property, and nonqualifying loans, which are all other
loans. The bad debt reserve deduction with respect to nonqualifying loans was
based on actual loss experience, however, the amount of the bad debt reserve
deduction with respect to qualifying real property loans could be based upon
actual loss experience (the "experience method") or a percentage of taxable
income determined without regard to such deduction (the "percentage of taxable
income method"). Legislation repealed the percentage of taxable income method
of calculating the bad debt reserve. The Association historically had elected
to use the percentage method.
Earnings appropriated to an institution's bad debt reserve and claimed as a
tax deduction were not available for the payment of cash dividends or for
distribution to shareholders (including distributions made on dissolution or
liquidation), unless such amount was included in taxable income, along with the
amount deemed necessary to pay the resulting federal income tax.
Beginning with the first taxable year beginning after December 31, 1995,
savings institutions, such as the Association, will be treated the same as
commercial banks. Institutions with $500 million or more in assets will only be
able to take a tax deduction when a loan is actually charged off. Institutions
with less than $500 million in assets will still be permitted to make deductible
bad debt additions to reserves, but only using the experience method.
The Association's federal corporate income tax returns have not been
audited in the last five years.
Under provisions of the Revenue Reconciliation Act of 1993 ("RRA"), enacted
on August 10, 1993, the maximum federal corporate income tax rate was increased
from 34% to 35% for taxable income over $10.0 million, with a 3% surtax imposed
on taxable income over $15.0 million. Also under provisions of RRA, a separate
depreciation calculation requirement has been eliminated in the determination of
adjusted current earnings for purposes of determining alternative minimum
taxable income, rules relating to payment of estimated corporate income taxes
were revised, and certain acquired intangible assets such as goodwill and
customer-based intangibles were allowed a 15-year amortization period.
Beginning with tax years ending on or after January 1, 1993, RRA also provides
that securities dealers must use mark-to-market accounting and generally reflect
changes in value during the year or upon sale as taxable gains or losses. The
IRS has indicated that financial institutions which originate and sell loans
will be subject to the rule.
27
<PAGE>
STATE INCOME TAXATION. The State of Delaware imposes no income or
franchise taxes on savings institutions. The State of Colorado taxes the
Association's federal taxable income, adjusted for interest income received
directly from federal agencies, at a 5% rate.
ITEM 2. DESCRIPTION OF PROPERTY
- --------------------------------
The following table sets forth information regarding the Association's sole
office at September 30, 1998.
<TABLE>
<CAPTION>
Book Value at
Year Owned or September 30, Approximate
Opened Leased 1998 Square Footage
------ ------ ------------- --------------
<S> <C> <C> <C> <C>
Main office 1975 Owned $37,700 3,000
801 Swink Avenue
Rocky Ford, Colorado 81067
</TABLE>
The book value of the Association's investment in premises and equipment
totaled approximately $77,000 at September 30, 1998. See Note 5 of Notes to
Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
From time to time, the Association is a party to various legal proceedings
incident to its business. At September 30, 1998, there were no legal
proceedings to which the Company or the Association was a party, or to which any
of their property was subject, which were expected by management to result in a
material loss to the Company or the Association. There are no pending
regulatory proceedings to which the Company, the Association or its subsidiaries
is a party or to which any of their properties is subject which are currently
expected to result in a material loss.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended September 30, 1998.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- -----------------------------------------------------------------
The information contained under the section captioned "Market Price and
Dividend Information" in the Annual Report is incorporated herein by reference.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------------------------------------------------------------------
The information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report is incorporated herein by reference.
28
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
- -----------------------------
The financial statements contained in the Annual Report which are listed
under Item 13 herein are incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
- ----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- -------------------------------------------------
The information contained under the section captioned "Proposal I --
Election of Directors" in the Proxy Statement is incorporated herein by
reference. Information required by Item 405 of Regulation S-B is incorporated
by reference from the section captioned "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement.
For certain information regarding the executive officers of the
Corporation, see "Item 1. Business --Executive Officers" herein.
ITEM 10. EXECUTIVE COMPENSATION
- --------------------------------
The information contained under the section captioned "Executive
Compensation" in the Proxy Statement is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
The information required by this item is incorporated herein by
reference to the section captioned "Voting Securities and Principal
Holders Thereof" in the Proxy Statement.
(b) Security Ownership of Management
Information required by this item is incorporated herein by
reference to the sections captioned "Proposal I -- Election of
Directors" and "Voting Securities and Principal Holders Thereof" in
the Proxy Statement.
(c) Changes in Control
Management of the Corporation knows of no arrangements, including
any pledge by any person of securities of the Corporation, the
operation of which may at a subsequent date result in a change of
control of the registrant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The information required by this item is incorporated herein by reference
to the section captioned "Transactions with Management" in the Proxy Statement.
29
<PAGE>
ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K
- -----------------------------------------------
(a) List of Documents Filed as Part of This Report
----------------------------------------------
(1) Consolidated Financial Statements. The following financial
statements of the registrant are included herein under Item 7.
The remaining information appearing in the Annual Report is not
deemed to be filed as part of this Annual Report on Form 10-
KSB, except as expressly provided herein.
1. Independent Auditor's Report
(a) Statements of Financial Condition as of September 30,
1998 and 1997
(b) Statements of Income for the Years Ended September 30,
1998 and 1997
(c) Statements of Equity for the Years Ended September 30,
1998 and 1997
(d) Statements of Cash Flows for the Years Ended
September 30, 1998 and 1997
(e) Notes to Financial Statements
(2) Financial Statement Schedules. None
-----------------------------
(3) Exhibits. The following exhibits are either filed as part of
--------
this Annual Report on Form 10-KSB or incorporated herein by
reference:
Exhibit No.
* 3.1 Certificate of Incorporation of Rocky Ford Financial, Inc.
* 3.2 Bylaws of Rocky Ford Financial, Inc.
* 10.1 Proposed Employment Agreement between Rocky Ford Federal
Savings and Loan Association and Keith E. Waggoner
* 10.2 Proposed Employment Agreement between Rocky Ford Financial,
Inc. and Keith E. Waggoner
* 10.3 Proposed Rocky Ford Financial, Inc. 1997 Stock Option and
Incentive Plan
* 10.4 Proposed Rocky Ford Financial, Inc. Management Recognition Plan
* 10.5 Rocky Ford Federal Savings and Loan Association Retirement Plan
for Directors and Senior Officer
* 10.6 Proposed Rocky Ford Federal Savings and Loan Association
Incentive Compensation Plan
13 Annual Report to Stockholders
23 Consent of Grimsley, White & Company
27 Financial Data Schedule
(b) Reports on Form 8-K. No current reports on Form 8-K have been filed
-------------------
during the last quarter of the fiscal year covered by this report.
_____________
* Incorporated by reference from Registration Statement on Form SB-2 filed
January 27, 1997 (File No. 333-20489).
30
<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.
ROCKY FORD FINANCIAL, INC.
Date: December 18, 1998 By: /s/ Keith E. Waggoner
----------------------
Keith E. Waggoner
President and Chief Executive Officer
(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/ Keith E. Waggoner Date: December 18, 1998
----------------------------------
Keith E. Waggoner
Principal Executive,
Financial and Accounting Officer)
By: /s/ Donald F. Gause Date: December 18, 1998
----------------------------------
Donald F. Gause
Chairman of the Board of Directors
By: /s/ Norman Bailey Date: December 18, 1998
----------------------------------
Norman Bailey
Director
By: /s/ William E. Burrell Date: December 18, 1998
----------------------------------
William E. Burrell
Director
By: /s/ Francis E. Clute Date: December 18, 1998
----------------------------------
Francis E. Clute
Director
By: /s/ Brian H. Hancock Date: December 18, 1998
----------------------------------
Brian H. Hancock
Director
By: /s/ R. Dean Jones Date: December 18, 1998
----------------------------------
R. Dean Jones
Director
By: /s/ Wayne W. Whittaker Date: December 18, 1998
----------------------------------
Wayne W. Whittaker
Director
31
<PAGE>
Exhibit 13
[ L O G O ]
ROCKY FORD FINANCIAL, INC.
ANNUAL REPORT FOR
THE YEAR ENDED
SEPTEMBER 30, 1998
<PAGE>
[ROCKY FORD FINANCIAL, INC. LETTERHEAD]
To Our Stockholders:
Rocky Ford Financial Inc. did some great things in 1998. We are maturing
at a rapid pace as our net profit increased from $93,000.00 to $208,000.00 and
hope to do even better in 1999. Our loan portfolio increased from $13.5 million
to $14.1 million, which shows we are getting a larger share of home loans in our
trade area.
Being a young public traded company, we have many challenges and we are
maturing at a rapid pace determined to take our business to a higher level of
performance for our stockholders. The economy looks positive in our area, and we
are looking forward to a good year in 1999.
We would not be successful if it were not for our hardworking employees and
we want to thank them for their efforts. We are confident that they will
continue to meet any challenges.
Thank you for your support and confidence and we hope to see you at our
annual meeting January 21, 1999.
Sincerely,
/s/ Keith E. Waggoner
Keith E. Waggoner
President & Chief Executive Officer
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
AT SEPTEMBER 30, CHANGE
---------------------- ----------------
1998 1997 AMOUNT PERCENT
---- ---- ------ -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
FINANCIAL POSITION:
Total assets............................ $ 23,013 $ 23,165 $(152) (.66)%
Loans receivable, net................... 14,093 13,530 563 4.16
Mortgage-backed and related securities.. 1,806 2,421 (615) (25.40)
Investment securities................... 1,033 1,482 (449) (30.30)
Deposits................................ 15,598 16,139 (541) (3.35)
Stockholders' equity.................... 6,724 6,448 276 4.28
Number of common shares outstanding..... 423,200 423,200 -- --
</TABLE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
SEPTEMBER 30, CHANGE
------------------ ----------------
1998 1997 AMOUNT PERCENT
---- ---- ------ -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Interest income......................... $ 1,700 $ 1,662 $ 38 2.29%
Interest expense........................ 768 827 (59) (7.13)
Net interest income..................... 932 835 97 11.62
Provision for loan losses............... -- --
Net interest income after provision
for loan losses........................ 932 835 97 11.62
Non-interest income..................... 14 16 (2) (12.50)
Non-interest expense.................... 604 728 (124) (17.03)
Earnings before cumulative effect
of accounting change................... 342 124 218 175.81
Net earnings............................ 208 93 115 123.66
</TABLE>
1
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
<TABLE>
<CAPTION>
SUMMARY OF FINANCIAL CONDITION
AT SEPTEMBER 30,
--------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Total amount of:
Total assets.......................... $23,013 $23,165 $20,388 $19,653 $19,621
Cash.................................. 268 305 221 160 123
Interest-bearing deposits............. 3,700 2,900 2,000 1,100 600
Certificates of deposit............... 1,599 1,999 1,897 2,583 2,780
Securities available for sale
FHLB stock.......................... 210 323 303 284 284
FHLMC stock......................... 574 409 282 121 11
------- ------- ------- ------- -------
Total............................. 784 732 585 405 295
------- ------- ------- ------- -------
Securities-held to maturity
GNMA's.............................. 1,806 2,421 2,617 1,373 1,568
U.S. agencies....................... 249 749 500 2,700 3,573
------- ------- ------- ------- -------
Total............................. 2,055 3,170 3,117 4,073 5,141
------- ------- ------- ------- -------
Loans receivable, net................. 14,093 13,530 12,287 10,984 10,361
Savings deposits...................... 15,598 16,139 17,145 16,702 17,137
Equity substantially restricted....... 6,724 6,448 2,778 2,573 2,192
Number of:
Real estate loans outstanding........ 415 408 403 401 401
Savings accounts..................... 1,460 1,617 1,652 1,675 1,709
Offices open......................... 1 1 1 1 1
<CAPTION>
SUMMARY OF OPERATIONS
YEAR ENDED SEPTEMBER 30,
--------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Interest income...................... $ 1,700 $ 1,662 $ 1,525 $ 1,471 $ 1,479
Interest expense...................... 768 827 820 734 684
------- ------- ------- ------- -------
Net interest income................ 932 835 705 737 795
Provision for loan losses (recovery).. -- -- -- 69 (18)
------- ------- ------- ------- -------
Net interest income after
provision for loan losses.......... 932 835 705 806 777
------- ------- ------- ------- -------
Noninterest income.................... 14 16 21 26 18
------- ------- ------- ------- -------
Subtotal........................... 946 851 726 832 795
------- ------- ------- ------- -------
Noninterest expense:
Compensation and benefits.......... 308 526 232 230 217
Other (1).......................... 296 202 307 197 191
------- ------- ------- ------- -------
Total noninterest expense........ 604 728 539 427 408
------- ------- ------- ------- -------
Income before taxes.............. 342 123 187 405 387
Income tax expense.................... 134 30 58 118 157
------- ------- ------- ------- -------
Net income....................... $ 208 $ 93 $ 129 $ 287 $ 230
======= ======= ======= ======= =======
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
KEY OPERATING RATIOS
YEAR ENDED SEPTEMBER 30,
--------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
PERFORMANCE RATIOS:
Return on assets (ratio of net earnings
to average total assets).............................. .90% 0.43% 0.64% 1.50% 1.14%
Return on equity (ratio of net earnings
to average equity).................................... 3.12 2.57 4.81 12.24 10.69
Ratio of average interest-earning assets
to average interest-bearing liabilities............... 138.83 119.91 116.14 114.83 111.93
Ratio of net interest income, after provision
for loan losses, to noninterest expense............... 154.42 112.75 130.85 188.60 190.25
Net interest rate spread................................. 2.90 3.13 2.90 3.33 3.60
Net yield on average interest-earning
assets................................................ 4.26 3.92 3.57 3.91 4.02
QUALITY RATIOS:
Non-performing loans to total loans at
end of period......................................... .38 0.00 0.00 0.00 0.05
Non-performing loans to total assets..................... .24 0.00 0.00 0.00 0.03
Non-performing assets to total assets
at end of period...................................... .24 0.00 0.00 0.00 0.15
Allowance for loan losses to non-
performing loans at end of period..................... 110.37 0.00 0.00 0.00 2560.00
Allowance for loan losses to total
loans, net............................................ .43 0.44 0.49 0.55 1.24
CAPITAL RATIOS:
Equity to total assets at end of period.................. 29.22 27.83 13.63 13.09 11.17
Average equity to average assets......................... 28.97 16.82 13.27 12.24 10.70
</TABLE>
- -------------------------
(a) Annualized.
3
<PAGE>
BUSINESS OF THE COMPANY AND THE ASSOCIATION
ROCKY FORD FINANCIAL, INC.
Rocky Ford Financial, Inc. (the "Company") was incorporated under the laws
of the State of Delaware in March 1997 for the purpose of becoming a savings and
loan holding company for Rocky Ford Federal Savings and Loan Association ("Rocky
Ford" or the "Association"). On May 21, 1997, the Association consummated its
conversion from mutual to stock form (the "Conversion") and the Company
completed its offering of Common Stock through the sale and issuance of 423,400
shares of Common Stock at a price of $10.00 per share, realizing gross proceeds
of $4.23 million and net proceeds of $3.83 million. The Company purchased all
of the stock of the Association with a portion of the offering proceeds. Prior
to the Conversion, the Company did not engage in any material operations.
Currently, the Company's principal business is the business of the Association.
The Company has no significant assets other than the outstanding capital stock
of the Association, $1.6 million of cash and cash equivalents and a note
receivable from the Company's Employee Stock Ownership Plan ("ESOP"), therefore,
substantially all of the discussion in this Annual Report relates to the
operations of the Association.
ROCKY FORD FEDERAL SAVINGS AND LOAN ASSOCIATION
The Association is a federal mutual savings and loan association operating
through a single office located in Rocky Ford, Colorado and serving Otero
County, Colorado. The Association was chartered as a federal mutual savings and
loan association and received federal insurance of its deposit accounts in 1934,
under its current name of Rocky Ford Federal Savings and Loan Association.
Effective May 21, 1997, the Association became a stock savings and loan
association. At September 30, 1998, the Association had total assets of $23.0
million, total deposits of $15.6 million and equity of $6.7 million.
The principal business of the Association consists of attracting deposits
from the general public and investing these deposits in loans secured by first
mortgages on single-family residences in the Association's market area. The
Association derives its income principally from interest earned on loans and, to
a lesser extent, interest earned on mortgage-backed securities and investment
securities and noninterest income. Funds for these activities are provided
principally by operating revenues, deposits and repayments of outstanding loans
and investment securities and mortgage-backed securities.
The Association is subject to examination and comprehensive regulation by
the Office of Thrift Supervision ("OTS"), and the Association's savings deposits
are insured up to applicable limits by the Savings Association Insurance Fund
("SAIF"), which is administered by the Federal Deposit Insurance Corporation
("FDIC"). The Association is a member of, and owns capital stock in the FHLB of
Topeka, which is one of 12 regional banks in the FHLB System. The Association is
further subject to regulations of the Board of Governors of the Federal Reserve
System governing reserves to be maintained and certain other matters.
The Association's executive offices are located at 801 Swink Avenue, Rocky
Ford, Colorado 81067-0032, and its main telephone number is (719) 254-7642.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The principal business of the Association consists of accepting deposits
from the general public and investing these funds primarily in loans and in
investment securities and mortgage-backed securities. The Association's loan
portfolio consists primarily of loans secured by residential real estate located
in its market area, with terms of 15 to 20 years.
4
<PAGE>
The Association's net income is dependent primarily on its net interest
income, which is the difference between interest income earned on its loan,
investment securities and mortgage-backed securities portfolio and interest paid
on interest-bearing liabilities. Net interest income is determined by (i) the
difference between yields earned on interest-earning assets and rates paid on
interest-bearing liabilities ("interest rate spread") and (ii) the relative
amounts of interest-earning assets and interest-bearing liabilities. The
Association's interest rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand and deposit
flows. To a lesser extent, the Association's net income also is affected by the
level of noninterest expenses such as compensation and employee benefits and
FDIC insurance premiums.
The operations of the Association are significantly affected by prevailing
economic conditions, competition and the monetary, fiscal and regulatory
policies of governmental agencies. Lending activities are influenced by the
demand for and supply of housing, competition among lenders, the level of
interest rates and the availability of funds. Deposit flows and costs of funds
are influenced by prevailing market rates of interest, primarily on competing
investments, account maturities and the levels of personal income and savings in
the Association's market area.
ASSET/LIABILITY MANAGEMENT
The Association seeks to reduce its exposure to changes in interest rates
by originating fixed-rate loans with maturities of no more than 15 years and by
maintaining a relatively high level of liquid assets. The matching of the
Association's assets and liabilities may be analyzed by examining the extent to
which its assets and liabilities are interest rate sensitive and by monitoring
the expected effects of interest rate changes on the Association's net interest
income.
An asset or liability is interest rate sensitive within a specific time
period if it will mature or reprice within that time period. If the
Association's assets mature or reprice more quickly or to a greater extent than
its liabilities, the Association's net portfolio value and net interest income
would tend to increase during periods of rising interest rates but decrease
during periods of falling interest rates. If the Association's assets mature or
reprice more slowly or to a lesser extent than its liabilities, the
Association's net portfolio value and net interest income would tend to decrease
during periods of rising interest rates but increase during periods of falling
interest rates. As a result of the interest rate risk inherent in the
historical savings institution business of originating long-term loans funded by
short-term deposits, the Association has pursued certain strategies designed to
decrease the vulnerability of its earnings to material and prolonged changes in
interest rates.
In accordance with the Association's interest rate risk policy, the
Association emphasizes the origination of fixed rate loans with maturities of no
more than 15 years and maintains a relatively high level of liquid assets.
Maintaining a high level of liquid assets tends to reduce potential net income
because liquid assets usually provide a lower yield than longer term (less
liquid) assets. At September 30, 1998, the average weighted term to maturity of
the Association's loan portfolio was 12 years.
YEAR 2000 COMPLIANCE
At the turn of the century computer-based information systems will be faced
with problems potentially affecting hardware, software, networks, processing
platforms, as well as customer and vendor interdependencies. The effects of the
Year 2000 Issue may be experienced before, on, or after January 1, 2000, and if
not addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect the Company's
ability to conduct normal business operations. The Company has an ongoing
program of evaluating the effect of the Year 2000 on its information processing
systems and business operations. The Company's core data processing is
performed by an outside vendor. As of October 1998, the client testing of the
core system was complete, the vendor is currently analyzing the incident sheets
and writing up the results of the testing. The Company is in the process of
updating computers and ancilliary systems. It is management's position that the
cost of modifications will not have a material effect on the Company's
operations. All costs associated with modifications will be expensed as
incurred. It is not possible to be certain that all aspects of the Year 2000
Issue affecting the Company, including those related to the efforts of
customers, other financial institutions, or other third parties, such as utility
providers, will be fully resolved before the Year 2000.
5
<PAGE>
The Company has adopted a contingency and business resumption plan in case
critical systems are found not Year 2000 ready or fail. The plan has identified
alternative means of operations that do not require computers due to the nature
of the company's business and number of total accounts, and can be carried out
in their current location. The plan is reviewed on an ongoing basis.
INTEREST RATE SENSITIVITY ANALYSIS
The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest rate sensitive within a specific period if it
will mature or reprice within that period. The interest rate sensitivity gap is
defined as the difference between the amount of interest-earning assets maturing
or repricing within a specific time period and the amount of interest-bearing
liabilities maturing or repricing within that time period. A gap is considered
positive when the amount of interest rate sensitive assets exceeds the amount of
interest rate sensitive liabilities, and is considered negative when the amount
of interest rate sensitive liabilities exceeds the amount of interest rate
sensitive assets. At September 30, 1998, the Association had an excess of
interest-bearing liabilities over interest-earning assets maturing or repricing
within one year of approximately $6 million, resulting in a negative one-year
interest rate sensitivity gap of 26.95%. Generally, during a period of rising
interest rates, a negative gap would be expected to adversely affect net
interest income while a positive gap would be expected to result in an increase
in net interest income, while conversely during a period of declining interest
rates, a negative gap would be expected to result in an increase in net
interest income and a positive gap would be expected to adversely affect net
interest income. The Association's current one-year gap is within the
guidelines established by management and approved by the Board of Directors.
Management considers numerous factors when establishing these guidelines,
including current interest rate margins, capital levels, and any guidelines
provided by the OTS.
6
<PAGE>
The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at September 30, 1998 which are
expected to mature or reprice in each of the time periods shown.
<TABLE>
<CAPTION>
Three Over One Over Three Over Five Over
Three Months Months to Through Through Through Ten
or Less One Year Three Years Five Years Ten Years Years Total
---------- --------- ------------ ----------- ---------- -------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
- ------------------------
Mortgage loans................................. $ 182 $ 1,238 $ 2,525 $ 2,498 $ 5,008 $ 2,565 $14,016
Share loans.................................... 132 11 28 -- -- -- 171
Interest-bearing deposits...................... 4,299 700 300 -- -- -- 5,299
U.S. government agency securities.............. -- -- -- 249 -- -- 249
Mortgage-backed securities..................... 7 111 220 203 442 823 1,806
Equity securities.............................. -- -- -- -- -- 784 784
------- -------- -------- -------- ------- ------- -------
Total interest-earning assets.................. $ 4,620 $ 2,060 $ 3,073 $ 2,950 $ 5,450 $ 4,172 $22,325
======= ======== ======== ======== ======= ======= =======
Interest-bearing liabilities
- ----------------------------
Certificate accounts........................... $ 2,670 $ 6,424 $ 2,937 $ -- $ -- $ -- $12,031
Money market deposit accounts.................. 2,502 -- -- -- -- -- 2,502
Passbook accounts.............................. 1,065 -- -- -- -- -- 1,065
------- -------- -------- -------- ------- ------- -------
Total interest-bearing liabilities............. $ 6,237 $ 6,424 $ 2.937 $ -- $ -- $ -- $15,598
======= ======== ======== ======== ======= ======= =======
Interest-earning assets less interest-bearing
liabilities................................... $(1,617) $ (4,364) $ 136 $ 2,950 $ 5,450 $ 4,172 $ 6,727
======= ======== ======== ======== ======= ======= =======
Cumulative interest-rate sensitivity gap....... $(1,617) $ (5,981) $ (5,845) $ (2,895) $ 2,555 $ 6,727
======= ======== ======== ======== ======= =======
Cumulative ratio of interest-earning assets
to interest-bearing liabilities............... 74.07% 52.76% 62.53% 81.44% 116.38% 143.13%
======= ======== ======== ======== ======= =======
Cumulative interest-rate sensitivity gap as
a percentage of interest earning assets....... (7.24)% (26.79)% (26.18)% (12.97)% 11.44% 30.13%
======= ======== ======== ======== ======= =======
</TABLE>
Share loans, interest-bearing deposits, and U.S. government agency
securities are included in the period in which they mature. Equity securities,
which have no specified maturity, are included in the over ten years period.
Mortgage loans and mortgage-backed securities, all of which are fixed rate, are
based on normal amortization plus estimated annual prepayments of 5%. Deposit
certificate accounts are scheduled according to contractual maturities. Money
market and passbook deposit accounts are included in the earliest period.
Net Portfolio Value. In recent years, the Association has measured its
interest rate sensitivity by computing the "gap" between the assets and
liabilities which were expected to mature or reprice within certain periods,
based on assumptions regarding loan prepayment and deposit decay rates formerly
provided by the OTS. However, the OTS now requires the computation of amounts
by which the net present value of an institution's cash flows from assets,
liabilities and off balance sheet items (the institution's net portfolio value,
or "NPV") would change in the event of a range of assumed changes in market
interest rates. These computations estimate the effect on an institution's NPV
from instantaneous and permanent 1% to 4% increases and decreases in market
interest rates. In the Association's interest rate sensitive policy, the Board
of Directors has established a maximum decrease in net interest income and
maximum decreases in NPV given these instantaneous changes in interest rates.
7
<PAGE>
The following table sets forth the interest rate sensitivity of the
Association's net portfolio value as of September 30, 1998 in the event of 1%,
2%, 3% and 4% instantaneous and permanent increases and decreases in market
interest rates, respectively. These changes are set forth below as basis
points, where 100 basis points equals one percentage point.
<TABLE>
<CAPTION>
Net Portfolio Value NPV as % of Portfolio Value of Assets
Change ------------------------------ -------------------------------------
in Rates $ Amount $ Change % Change NPV Ratio Basis Point Change
-------- -------- --------- --------- ---------- -------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
+ 400 bp $4,549 $(1,375) (23)% 22.44% (447) bp
+ 300 bp 4,989 (935) (16) 23.98 (293) bp
+ 200 bp 5,411 (513) (9) 25.38 (153) bp
+ 100 bp 5,745 (179) (3) 26.43 (48) bp
0 bp 5,924 -- -- 26.91 -- bp
- 100 bp 6,022 98 2 27.12 21 bp
- 200 bp 6,147 224 4 27.41 50 bp
- 300 bp 6,300 376 6 27.78 87 bp
- 400 bp 6,460 536 9 28.16 125 bp
</TABLE>
The following table sets forth the interest rate risk capital component for
the Association at September 30, 1998 given a hypothetical 200 basis point rate
change in market interest rates.
<TABLE>
<CAPTION>
September 30, 1998
------------------
<S> <C>
Pre-shock NPV Ratio: NPV as % of Portfolio Value of Assets........... 29.61%
Exposure Measure: Post-Shock NPV Ratio............................... 25.38%
Sensitivity Measure: Change in NPV Ratio............................. 153 bp
Interest Rate Risk Capital Component ($000).......................... (1)
</TABLE>
- --------------------
(1) Although this calculation is not applicable to the Association, the
Association has a negative interest rate sensitivity gap which would
adversely affect net interest income during a period of rising interest
rates. The Association believes its high level of liquid assets would,
however, allow the Association to address this negative impact.
Computations of prospective effects of hypothetical interest rate changes
are based on numerous assumptions, including relative levels of market interest
rates and loan prepayments, and should not be relied upon as indicative of
actual results. Further, the computations do not contemplate any actions the
Association may undertake in response to changes in interest rates.
Certain shortcomings are inherent in the method of analysis presented in
both the computation of NPV and in the analysis presented in prior tables
setting forth the maturing and repricing of interest-earning assets and
interest-bearing liabilities. For example, although certain assets and
liabilities may have similar maturities or periods to repricing, they may react
in differing degrees to changes in market interest rates. The interest rates on
certain of assets and liabilities may fluctuate in advance of changes in market
interest rates, while interest rates on other assets and liabilities may lag
behind changes in market rates. Based on the above, net interest income should
decline with instantaneous increases in interest rates while net interest income
should increase with instantaneous declines in interest rates. Further, in the
event of a change in interest rates, prepayment and early withdrawal levels
would likely deviate significantly from those assumed in the tables.
Rocky Ford Federal originates only fixed-rate real estate loans and holds
them in portfolio until maturity. Because Rocky Ford Federal's interest-bearing
liabilities which mature or reprice within short periods substantially
8
<PAGE>
exceed its earning assets with similar characteristics, material and prolonged
increases in interest rates generally would adversely affect net interest
income, while material and prolonged decreases in interest rates generally, but
to a lesser extent because of their historically low levels, would have the
opposite effect. The Association's high level of liquid assets and investments
"available for sale" provides management with the flexibility to address this
interest rate sensitivity gap position.
AVERAGE BALANCE, INTEREST AND AVERAGE YIELDS AND RATES
The following table sets forth certain information relating to the
Association's average interest-earning assets and interest-bearing liabilities
and reflects the average yield on assets and average cost of liabilities for the
periods and at the date indicated. Such yields and costs are derived by
dividing income or expense by the average monthly balance of assets or
liabilities, respectively, for the periods presented. Management does not
believe that the use of month-end balances instead of daily balances has caused
any material difference in the information presented.
The table also presents information for the periods and at the date
indicated with respect to the difference between the average yield earned on
interest-earning assets and average rate paid on interest-bearing liabilities,
or "interest rate spread," which savings institutions have traditionally used as
an indicator of profitability. Another indicator of an institution's net
interest income is its "net yield on interest-earning assets," which is its net
interest income divided by the average balance of interest-earning assets. Net
interest income is affected by the interest rate spread and by the relative
amounts of interest-earning assets and interest-bearing liabilities. When
interest-earning assets approximate or exceed interest-bearing liabilities, any
positive interest rate spread will generate net interest income.
9
<PAGE>
<TABLE>
<CAPTION>
Year Ended September 30,
-------------------------------------------------------
At September 30, 1998 1997
1998 -------------------------- --------------------------
---------------------- Average Average
Yield/ Average Yield/ Average Yield/
Balance Cost Balance Interest Cost Balance Interest Cost
------- ------ ------- -------- ------ ------- -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST/DIVIDEND-EARNING ASSETS:
Interest-bearing deposits................ $ 5,299 5.19% $ 4,901 $ 275 5.61% $ 4,251 $ 262 6.16%
Investments............................. 2,839 8.56 3,266 243 7.44 3,846 271 7.05
Loans................................... 14,093 8.39 13,718 1,182 8.62 12,847 1,129 8.79
------- ---- ------- ------ ---- ------- ------ ----
Total interest-earning assets............. 22,231 7.65 21,885 1,700 7.77 20,944 1,662 7.94
====== ==== ====== ====
Non-interest-earning assets............... 782 1,114 635
------- ------- -------
Total assets.............................. $23,013 $22,999 $21,579
======= ======= =======
INTEREST-BEARING LIABILITIES:
Passbook - money market accounts........ $ 3,567 3.70 $ 3,729 132 3.54 $ 4,932 150 3.04
Certificates of deposit................. 12,031 5.29 12,035 636 5.28 12,535 677 5.40
------- ---- ------- ------ ---- ------- ------ ----
Total interest-bearing liabilities........ 15,598 4.92 15,764 768 4.87 17,467 827 4.73
====== ==== ====== ====
Non-interest-bearing liabilities.......... 691 572 483
------- ------- -------
Total liabilities......................... 16,289 16,336 17,950
------- -------
Equity.................................... 6,724 6,663 3,629
------- ------- -------
Total liabilities and equity.............. $23,013 $22,999 $21,579
======= ======= =======
Net interest/dividend income.............. $ 932 $ 835
====== ======
Interest/dividend rate spread (1)......... 2.73% 2.90% 3.21%
======= ====== ======
Net interest/dividend-earning assets...... $ 6,633 $ 6,121 $ 3,477
======= ======= =======
Net interest/dividend margin (2).......... 4.19% 4.26% 3.99%
======= ====== ======
Average interest/dividend-earning assets
to average interest-bearing liabilities.. 138.83% 119.91%
======= =======
</TABLE>
- --------------------
(1) Includes nonaccrual loans.
10
<PAGE>
RATE/VOLUME ANALYSIS
The following table sets forth certain information regarding changes in
interest income and interest expense of the Association for the periods
indicated. For each category of interest-earning asset and interest-bearing
liability, information is provided on changes attributable to: (i) changes in
volume (changes in volume multiplied by old rate); (ii) changes in rate (changes
in rate multiplied by old volume); and (iii) changes in rate/volume (changes in
rate multiplied by changes in volume).
<TABLE>
<CAPTION>
Year Ended June 30,
-------------------------------
1998 vs. 1997
-------------------------------
Increase (Decrease) Due to
-------------------------------
Rate/
Volume Rate Volume Total
------ ---- ------ -----
(In thousands)
<S> <C> <C> <C> <C>
Interest income:
Interest-bearing deposits.................... $ 40 $(23) $ (4) $ 13
Investments.................................. (41) 15 (2) (28)
Loans........................................ 76 (22) (1) 53
----- ---- ----- ----
Total interest-earning assets.............. 75 (30) (7) 38
----- ---- ----- ----
Interest-bearing liabilities:
Deposits..................................... (81) 24 (2) (59)
----- ---- ----- ----
Increase (decrease) in net interest income... $ 156 $(54) $ (5) $ 97
===== ==== ===== ====
</TABLE>
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1998 AND 1997
The Company's total assets decreased by $152,000 from $23.2 million at
September 30, 1997 to $23.0 million at September 30, 1998. The decrease is
attributed to assets used to fund the reduction in deposits.
The Company's loan portfolio had a net increase of approximately $563,000
during the year ended September 30, 1998. Net loans totaled $14.1 million at
September 30, 1998 and $13.5 million at September 30, 1997. During the year
ended September 30, 1998, the Company wrote loans in the amount of $3.5 million
and received payments in the amount of $3.0 million. The loan activity was
attributed to new loans and refinancing due to lower interest rates. As of
September 30, 1998, the outstanding loan commitments for real estate loans was
$201,000.
The allowance for loan losses totaled $60,000 at September 30, 1998 and
September 30, 1997. As of those dates the Company had $54,000 and $0 non-
performing loans in its portfolio. There were no loans charged off or
recoveries of previous loan losses during the year ended September 30, 1998.
The determination of the allowance for loan losses is based on management's
analysis, performed on a quarterly basis, of various factors, including the
market value of the underlying collateral, growth and composition of the loan
portfolio, the relationship of the allowance for loan losses to outstanding
loans, historical loss experience, delinquency trends and prevailing economic
conditions. Although management believes its allowance for loan losses is
adequate, there can be no assurance that additional allowances will not be
required or that losses on loans will not be incurred. The Company has had
minimal losses on loans in prior years. At September 30, 1998, the ratio of the
allowance for loan losses to net loans was .43% as compared to .44% at September
30, 1997.
The Company's interest earning assets, excluding loans, decreased $600,000
from $8.8 million at September 30, 1997 to $8.2 million at September 30, 1998.
The Company's investment portfolio, at September 30, 1998, included
11
<PAGE>
mortgage-backed and related securities classified as "held to maturity" carried
at amortized cost of $2.1 million and an estimated fair value of $2.2 million,
equity securities classified as "available for sale" with an estimated fair
value of $574,000 and interest bearing deposits with various financial
institutions totaling $5.3 million. The decrease was used to fund new loans and
the reduction in deposits.
At September 30, 1998 deposits decreased to $15.6 million from $16.1
million at September 30, 1997 or a net decrease of 3.35%. The decrease is
attributed to normal seasonal withdrawals. Management is continually evaluating
the investment alternatives available to the Company's customers, and adjusts
the pricing on its savings products to maintain its existing deposits.
The Company's equity at September 30, 1998 increased to $6.7 million from
$6.4 million at September 30, 1997. The increase is attributed to net income
for the year of $208,000, an increase in the net unrealized gain on securities
available for sale of $104,000, less dividends paid of $118,000.
COMPARISON OF OPERATING RESULTS FOR THE YEAR ENDED SEPTEMBER 30, 1998 AND 1997
Net Income. The Company's net income for the year ended September 30, 1998
was $208,000 compared to net income of $93,000 for the year ended September 30,
1997. The increase in net earnings resulted primarily from the recognition, in
1997, of a past service retirement expense of approximately $142,000, net of
deferred income tax effect, in accordance with the retirement plan adopted by
the board of directors effective March 31, 1997.
Net Interest Income. Net interest income for the year ended September 30,
1998 was $932,000 compared to $836,000 for the year ended September 30, 1997.
The increase was due to an increase in the interest earnings on loans, and a
decrease in deposits of $541,000, with a corresponding decrease in interest
expense from $827,000 for the year ended September 30, 1997 to $768,000 for the
year ended September 30, 1998.
Interest Income. Interest income increased by $38,000, or by 2.29%, during
1998 compared to 1997. This increase resulted from an increase of average
interest-earning assets from $20.9 million as of September 30, 1997 to $21.9
million as of September 30, 1998. The Company experienced a decrease in the
average yield on the interest-earning assets from 7.94% in 1997 to 7.77% in
1998.
Interest Expense. Interest expense decreased $59,000 to $768,000 for the
year ended September 30, 1998 from $827,000 for the year ended September 30,
1997. The decrease in expense for the period was caused by the increase of the
average rate paid from 4.73% in 1997 to 4.87% in 1998 with a corresponding
decrease in deposits from $16.1 million in 1997 to $15.6 million in 1998.
Provision 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 the general economy. Such evaluation
considers numerous factors, including general economic conditions, loan
portfolio composition, prior loss experience, the estimated fair value of the
underlying collateral and other factors that warrant recognition in providing
for an adequate loan loss allowance.
The Company determined a provision for loan loss was not required for the
years ended September 30, 1998 and 1997.
Non-Interest Expense. The decrease in the non-interest expense section of
$124,000 is attributed to a $214,000 retirement expense recognized in September
30, 1997, offset by increased professional fees and employee benefit plans
incurred in the current period of $94,000.
Income Tax Expense. The expense recognized as of September 30, 1998
represents the estimated tax due on taxable income at the effective tax rate of
39%. The rate exceeds the statutory rate due to nondeductible ESOP expenses
recognized and the effect of state taxes.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company initially has no business other than that of the Association
and investing the proceeds retained by it. The Association is subject to
certain regulatory limitations with respect to the payment of dividends to the
Company.
The Company's primary source of funds consists of deposits, repayment of
loans and mortgage-backed securities, maturities of investments and interest-
bearing deposits, and funds provided from operations. While scheduled
repayments of loans and mortgage-backed securities and maturities of investment
securities are predicable sources of funds, deposit flows and loan prepayments
are greatly influenced by the general level of interest rates, economic
conditions and competition. The Company uses its liquidity resources
principally to fund existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to invest in other
interest-earning assets, to maintain liquidity, and to meet operating expenses.
Management believes that proceeds from the stock sale, loan repayments and other
sources of funds will be adequate to meet the Company's liquidity needs for the
immediate future.
The Company is required to maintain minimum levels of liquid assets as
defined by OTS regulations. This requirement, which may be varied at the
direction of the OTS depending upon economic conditions and deposit flows, is
based upon a percentage of deposits and short-term borrowings. The required
minimum ratio was 5% until November 24, 1997, when it was changed to 4%. The
Company has historically maintained a level of liquid assets in excess of
regulatory requirements. The Company's liquidity ratios at September 30, 1998
and 1997 were 27% and 20%, respectively. The Association's relatively high
liquidity ratios at September 30, 1998 and 1997 were reflective of accelerated
loan payments, and management's determination to refrain from investing excess
liquidity with longer terms.
Liquidity management is both a daily and long-term function of business
management. If the Association requires funds beyond its ability to generate
them internally, the Association believes that it could borrow funds from the
FHLB. At September 30, 1998, the Association had no outstanding advances from
the FHLB.
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 results of operations in terms
of historical dollars without considering changes in the relative purchasing
power of money over time because of inflation. Unlike most industrial
companies, virtually all of the assets and liabilities of the Company are
monetary in nature. As a result, interest rates have a more significant impact
on the Company's performance that the effects of general levels of inflation.
Interest rates do not necessarily move in same direction or in the same
magnitude as the prices of goods and services.
FUTURE IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Employers' Disclosure About Pensions and Other Postretirement Benefits. In
February 1998, the Financial Accounting Standards Board issued SFAS No. 132,
"Employers' Disclosure About Pensions and Other Postretirement Benefits." This
Statement revises employers' disclosures about pension and other postretirement
benefit plans. It does not change the measurement or recognition of those
plans. It standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis, and eliminates certain disclosures that
are no longer useful. The Statement is effective for fiscal years beginning
after December 15, 1997. Currently, the Company does not have any pension or
postretirement plans that would come under the statement. Accordingly, the
statement will not have any impact on the financial statements.
Accounting for Derivative Instruments and Hedging Activities. In June
1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." This
13
<PAGE>
Statement establishes accounting and reporting standards for derivative
instruments, including derivative instruments embedded in other contracts, and
for hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The statement is effective for fiscal years
beginning after June 15, 1999. Management, at this time, has not determined the
impact of adopting this statement.
14
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 16
Statements of Financial Condition September 30, 1998 and 1997 17
Statements of Income for the Years Ended September 30, 1998 and 1997 18
Statements of Equity for the Years Ended September 30, 1998 and 1997 19
Statements of Cash Flows for the Years Ended September 30, 1998 and 1997 20
Notes to Consolidated Financial Statements 21
</TABLE>
15
<PAGE>
[LETTERHEAD OF GRIMSLEY, WHITE & COMPANY APPEARS HERE]
INDEPENDENT AUDITORS' REPORT
Board of Directors
Rocky Ford Financial, Inc.
Rocky Ford, Colorado
We have audited the accompanying consolidated statements of financial condition
of Rocky Ford Financial, Inc. And Subsidiary as of September 30, 1998 and 1997,
and the related consolidated statements of income, equity, and cash flows for
the years then ended. These consolidated 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 audits to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Rocky Ford
Financial, Inc. And Subsidiary as of September 30, 1998 and 1997, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Grimsley, White & Company
GRIMSLEY, WHITE & COMPANY
November 20, 1998
Page 16
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
SEPTEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
----------- -----------
<S> <C> <C>
Cash and cash equivalents
Interest - bearing $ 3,700,000 $ 2,900,000
Non - interest bearing 267,576 305,382
Certificates of deposit 1,599,000 1,999,312
Securities available for sale
Equity securities ( cost of $11,327) 574,062 409,218
Securities held to maturity
Mortgage-backed securities (estimated market value of $1,906,500
and $2,537,400 ) 1,806,286 2,421,308
U.S. agencies (estimated market value of $264,700 and $748,000) 249,199 748,965
Loans receivable - net 14,092,549 13,529,566
Federal Home Loan Bank stock, at cost 209,900 323,500
Retirement trust assets 295,311 251,687
Accrued interest receivable 121,660 146,769
Premises and equipment 76,688 83,270
Prepaids 20,526 45,910
----------- -----------
TOTAL ASSETS $23,012,757 $23,164,887
=========== ===========
LIABILITIES AND EQUITY
Deposits $15,597,944 $16,139,404
Advances from borrowers for taxes and insurance 33,050 35,562
Accounts payable and accrued expenses 452,376 372,700
Deferred income taxes 205,539 169,400
----------- -----------
TOTAL LIABILITIES 16,288,909 16,717,066
=========== ===========
Commitments and contingencies
Preferred stock- $.01 par value; authorized 1,000,000
shares; no shares issued or outstanding - -
Common stock-$.01 par value; authorized 3,000,000 shares;
issued and outstanding 423,200 shares 4,232 4,232
Paid-in capital 3,844,821 3,830,582
Retained earnings - substantially restricted 2,791,147 2,700,923
Net unrealized gain on securities available for sale,
net of tax of $208,200 and $147,250 354,496 250,644
Note receivable from ESOP Trust (270,848) (338,560)
----------- -----------
TOTAL EQUITY 6,723,848 6,447,821
----------- -----------
TOTAL LIABILITIES AND EQUITY $23,012,757 $23,164,887
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 17
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED SEPTEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---------------- ----------------
<S> <C> <C>
INTEREST INCOME
Loans receivable $1,181,752 $1,128,952
Securities available for sale 30,036 25,679
Securities held to maturity 212,804 246,067
Other interest-bearing assets 275,659 261,524
---------------- ----------------
TOTAL INTEREST INCOME 1,700,251 1,662,222
INTEREST ON DEPOSITS 767,991 826,587
---------------- ----------------
NET INTEREST INCOME 932,260 835,635
PROVISION FOR LOAN LOSSES - -
---------------- ----------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 932,260 835,635
---------------- ----------------
NON-INTEREST INCOME
Other charges 13,334 16,002
---------------- ----------------
NON-INTEREST EXPENSE
GENERAL AND ADMINISTRATIVE
Compensation and benefits 308,213 525,646
Occupancy and equipment 30,610 35,905
Computer services 44,563 33,510
SAIF deposit insurance 17,390 23,132
Other 202,954 109,533
---------------- ----------------
TOTAL NON-INTEREST EXPENSE 603,730 727,726
---------------- ----------------
INCOME BEFORE TAXES 341,864 123,911
PROVISION FOR INCOME TAXES 133,821 30,566
---------------- ----------------
NET INCOME $ 208,043 $ 93,345
================ ================
BASIC EARNINGS PER COMMON SHARE $ 0.52 $ 0.26
================ ================
DILUTED EARNINGS PER COMMON SHARE $ 0.52 $ 0.26
================ ================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
BASIC 396,988 392,730
DILUTED 396,988 392,730
DIVIDENDS PER SHARE $ 0.30
================ ================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 18
<PAGE>
ROCKY FORD FINANCIAL, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EQUITY
YEARS ENDED SEPTEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
NET
UNREALIZED
GAIN
ON
NOTE SECURITIES
COMMON PAID-IN RECEIVABLE RETAINED AVAILABLE-
STOCK CAPITAL ESOP EARNINGS FOR-SALE
------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCES, OCTOBER 1, 1996 $ - $ - $ - $2,607,578 $ 170,682
Net income for the year 93,345
Change in net unrealized gain on
securities available-for-sale, net
of taxes of $47,000 - - 79,962
Proceeds from issuance of stock,
net of conversion costs
of $410,186 4,232 3,479,022
Purchase of common stock by ESOP 338,560 (338,560)
ESOP contribution 13,000
------ ---------- ---------- ---------- ----------
BALANCES, SEPTEMBER 30, 1997 4,232 3,830,582 (338,560) 2,700,923 250,644
Net income for the year 208,043
Change in net unrealized gain on
securities available-for-sale, net
of taxes of $60,992 103,852
Dividends paid - $.30 per share (117,819)
Payment on ESOP note receivable 67,712
ESOP contribution 14,239
------ ---------- ---------- ---------- ----------
BALANCES, SEPTEMBER 30, 1998 $4,232 $3,844,821 $ (270,848) $2,791,147 $ 354,496
====== ========== ========== ========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 19
<PAGE>
ROCKY FORD FINANCIAL, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 208,043 $ 93,345
---------------- ----------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of:
Deferred loan origination fees (11,599) (15,149)
Discounts on investments (234) (2,221)
Stock dividend received from FHLB (24,500) (21,100)
Earned ESOP shares priced above original cost 14,239 13,000
Decrease in unearned ESOP shares 33,856 -
Depreciation 16,291 20,032
Change in assets and liabilities:
Accrued interest receivable 25,109 (21,751)
Prepaids 25,384 11,701
Accounts payable and accrued expenses 113,532 99,483
Deferred income taxes (24,853) (27,756)
---------------- ----------------
TOTAL ADJUSTMENTS 167,225 56,239
---------------- ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 375,268 149,584
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in certificates of deposit 400,312 (102,312)
Loan originations and principal payments on loans (551,384) (1,227,508)
Purchase of investment securities held to maturity - (248,828)
Proceeds from maturities of investment securities held to maturity 500,000 -
Principal payments on mortgage-backed securities 615,022 197,543
Redemption of Federal Home Loan Bank Stock 138,100 -
Capital purchases (9,709) (4,630)
Retirement plan trust deposits (43,624) (251,687)
---------------- ----------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 1,048,717 (1,637,422)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - 3,483,254
Dividends paid (117,819) -
Net change in deposits (541,460) (1,005,234)
Net change in mortgage escrow funds (2,512) (6,216)
---------------- ----------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (661,791) 2,471,804
---------------- ----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 762,194 983,966
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,205,382 2,221,416
---------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,967,576 $ 3,205,382
================ ================
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS
Cash paid for:
Taxes $ 42,371 $ 41,472
Interest 770,158 829,384
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 20
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a description of the more significant accounting
policies which Rocky Ford Financial, Inc. (the Company and its wholly
owned subsidiary, Rocky Ford Federal Savings and Loan Association (the
Association) follow in preparing and presenting the consolidated
financial statements.
Basis of Presentation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary Rocky Ford Federal Savings and
Loan Association. All significant intercompany accounts and
transactions have been eliminated.
Organization
Rocky Ford Federal Savings and Loan Association (the Association) is a
federally chartered association which conducts its operations in
Southeastern Colorado. The Association provides a variety of financial
services to the area it serves. Its primary deposit products are
certificates of deposit and its primary lending products are real
estate mortgages.
The Company's purpose is to act as a holding company with the
Association as its sole subsidiary. The Company's principal business is
the business of the Association and holding investments.
Savings deposits of the Association are insured by the Federal Deposit
Insurance Corporation ("FDIC") up to certain limitations. The
Association pays a premium to the FDIC for the insurance of such
savings.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Cash Equivalents
Cash equivalents consist of overnight deposits and funds due from
banks. For purposes of the statements of cash flows, the Association
considers all highly liquid debt instruments with original maturities,
when purchased, of three months or less to be cash equivalents.
Certificates of Deposit
The Association maintains certificates of deposit with financial
institutions across the United States. It is the policy of the
Association to limit deposits to insurable accounts.
Page 21
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Securities Held-to-Maturity
Mortgage-backed securities and related debt investments for which the
Association has the positive intent and ability to hold to maturity
are reported at cost, adjusted for amortization of premiums and
accretion of discounts which are recognized in interest income using
the interest method over the period to maturity.
Securities Available-for-Sale
Securities available-for-sale consist of equity securities, not
classified as trading securities, which are carried at fair value.
Unrealized holding gains and losses, net of tax, on securities
available-for-sale are reported as a net amount in a separate
component of equity until realized.
Gains and losses on the sale of securities available-for-sale are
determined using the specific-identification method.
Declines in the fair value of individual held-to-maturity and
available-for-sale securities below their cost, that are other than
temporary, would result in write-downs of the individual securities to
their fair value. Should the Association incur write-downs, they will
be included in earnings as realized losses.
Premiums and discounts are recognized in interest income using the
interest method over the period to maturity.
Loans Receivable
Loans receivable are stated at unpaid principal balances, less the
allowance for loan losses, and net of deferred loan-origination fees
and discounts.
Loan origination and commitment fees, as well as certain direct
origination costs, are deferred and amortized as a yield adjustment
over the lives of the related loans using the interest method.
Amortization of deferred loan fees is discontinued when a loan is
placed on nonaccrual status.
Loans are placed on nonaccrual status when the principal and interest
is delinquent for 90 days or more. Uncollectible interest on these
loans is charged off, or an allowance is established, based on
management's periodic evaluation, by a charge to interest income equal
to all interest previously accrued. Income is subsequently recognized
only to the extent that cash payments are received.
Federal Home Loan Bank Stock
Federal Home Loan Bank (FHLB) stock is an equity interest in the FHLB
of Topeka. The Association, as a member of the FHLB, is required to
maintain an investment in the capital stock of the FHLB. The stock is
carried at cost, as its cost is assumed to equal its market value,
since if the Association withdraws membership in the FHLB, the stock
must be redeemed for face value. The FHLB declares cash and stock
dividends. The stock dividends are recognized as income due to the
fact they are redeemable at par value ($100 per share).
Page 22
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Allowance for Loan Losses
The allowance for loan losses is maintained at a level which, in
management's judgment, is adequate to absorb potential losses inherent
in the loan portfolio. The amount of the allowance is based on
management's evaluation of the collectibility of the loan portfolio,
including the nature of the portfolio, credit concentrations, specific
impaired loans, and economic conditions. The allowance is increased by
a provision for loan losses, which is charged to expense, and reduced
by charge-offs, net of recoveries. Such provisions are based on
management's estimate of net realizable value or fair value of the
collateral, as applicable. These estimates are susceptible to economic
changes that could result in a material adjustment to results of
operations in the near term. Recovery of the carrying value of such
loans is dependent, to a great extent, on the economic, operational,
and other conditions that may be beyond the Association's control.
Real Estate Held for Investment and Foreclosed Real Estate
Direct investments in real estate properties held for investment are
carried at lower of cost, including cost of improvements and amenities
subsequent to acquisition, or net realizable value.
Foreclosed real estate held for sale is carried at the lower of fair
value minus estimated costs to sell or cost (the fair value of the
foreclosed asset at the time of foreclosure). Costs of holding
foreclosed property are charged to expense in the current period,
except for significant property improvements, which are capitalized to
the extent that carrying value does not exceed estimated fair market
value.
Income Taxes
Income taxes are recognized under SFAS No. 109 Accounting for Income
Taxes. Under the provisions of SFAS No. 109, deferred tax assets and
liabilities are recorded based on the differences between the
financial statement and the tax basis of assets and liabilities and
the tax rates which will be in effect when these differences are
expected to reverse. If appropriate, deferred tax assets are reduced
by a valuation allowance which reflects the extent to which such
assets will be realized.
Premises and Equipment
Land is carried at cost. Building, furniture, fixtures, and equipment
are carried at cost, less accumulated depreciation. Building,
furniture, fixtures, and equipment are depreciated using the straight-
line method over the estimated useful lives of the assets. Estimated
life of the building is 30 years and 5 to 15 years for furniture and
equipment and 5 years on the automobile.
Fair Values of Financial Instruments
The following methods and assumptions were used in estimating fair
values of financial instruments as disclosed herein:
Cash and short-term instruments. The carrying amounts of cash and
short-term instruments approximate fair values.
Page 23
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE - 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Values of Financial Instruments (Continued)
Available-for-sale and held-to-maturity securities. Fair values for
securities, excluding restricted equity securities, are based on
quoted market prices. The carrying values of restricted equity
securities approximate fair values.
Loans receivable. Fair values for mortgage loans is estimated using
discounted cash flow analysis, using interest rates currently being
offered for loans with similar terms to borrowers of similar credit
quality. Fair values for impaired loans are estimated using discounted
cash flow analysis or underlying collateral values, where applicable.
Deposit liabilities. The carrying amounts of passbook savings and
money-market accounts approximate their fair values at the reporting
date. Fair values for fixed-rate CDs are estimated using a discounted
cash flow calculation that applies interest rates currently being
offered on certificates to a schedule of aggregated expected monthly
maturities on time deposits.
Advertising. Advertising is expensed as incurred.
NOTE -2 INVESTMENT SECURITIES
Investment securities are summarized as follows:
Held-to-Maturity Securities
The amortized cost and estimated fair value of held-to-maturity
securities at September 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
1998 Cost Gains Losses Value
-------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Mortgage-backed securities
GNMA certificates $1,806,286 $100,214 $ 0 $1,906,500
U.S. Government Agencies 249,199 15,501 0 264,700
---------- -------- ----- ----------
$2,055,485 $115,715 $ 0 $2,171,200
========== ======== ===== ==========
1997
--------
Mortgage-backed securities
GNMA certificates $2,421,308 $116,059 $ 0 $2,537,367
U.S. Government Agencies 748,965 0 (997) 747,968
---------- -------- ----- ----------
$3,170,273 $116,059 $(997) $3,285,335
========== ======== ===== ==========
</TABLE>
Page 24
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -2 INVESTMENT SECURITIES (Continued)
Available-for-Sale Securities
The amortized cost and estimated fair value of available-for-sale
securities at September 30, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
1998 Cost Gains Losses Value
--------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Equity securities
FHLMC stock $ 11,327 $ 562,735 $ 0 $ 574,062
========== ========== ========= ==========
1997
---------
Equity securities
FHLMC stock $ 11,327 $ 397,891 $ 0 $ 409,218
========== ========== ========= ==========
</TABLE>
The amortized cost of debt securities at September 30, 1998, by
contractual maturity, are shown below. The Association's debt
securities held-to-maturity are mortgage-backed securities whose
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>
Held-to-Maturity Debt Securities Cost
--------------------------------- ---------
<S> <C>
Due in one year or less $ 25,855
Due after one year through five years 377,446
Due from five to ten years 235,281
Due after ten years 1,416,903
----------
Total Held-to-Maturity Securities $2,055,485
==========
</TABLE>
GNMA Certificates with a carrying amount of $602,853 and $232,638 at
September 30, 1998 and 1997, respectively, were pledged to secure
public deposits.
Page 25
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -3 LOANS RECEIVABLE
Loans receivable at September 30 are summarized as follows:
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
First mortgage loans
(principally conventional):
Principal balances:
Secured by one-to-four-family
residences $13,852,628 $13,320,764
Secured by other properties 101,807 138,567
----------- -----------
13,954,435 13,459,331
Less:
Net deferred loan origination fees (34,494) (46,093)
----------- -----------
Total first mortgage loans 13,919,941 13,413,238
----------- -----------
Second mortgage and share loans
Principal balances:
Second mortgage 61,169 70,207
Share 171,439 106,121
----------- -----------
Total second mortgages and share loans 232,608 176,328
----------- -----------
Less:
Allowance for loan losses (60,000) (60,000)
----------- -----------
$14,092,549 $13,529,566
=========== ===========
</TABLE>
Activity in the allowance for loan losses is summarized as follows for
the years ended September 30:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Balance at beginning of year $ 60,000 $ 60,000
Provision (recovery) charged to income 0 0
Charge-offs and recoveries, net 0 0
----------- -----------
Balance at end of year $ 60,000 $ 60,000
=========== ===========
</TABLE>
Nonaccrual loans for which interest has been reserved totaled $54,363 and
$0 at September 30, 1998 and 1997, respectively. Interest income in the
amount of $1,869 and $0 has been reserved at September 30, 1998 and 1997.
As of September 30, 1998 the Association had outstanding firm commitments
to originate loans of approximately $201,000.
Page 26
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -4 ACCRUED INTEREST RECEIVABLE
Accrued interest receivable at September 30 is summarized as follows:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Certificates of deposit $ 9,860 $ 22,508
Investment securities 1,302 13,177
Mortgaged-backed securities 12,513 16,779
Loans receivable 97,985 94,305
--------- ---------
$ 121,660 $ 146,769
========= =========
</TABLE>
NOTE -5 PREMISES AND EQUIPMENT
Premises and equipment at September 30 are summarized as follows:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Land $ 10,000 $ 10,000
Buildings 119,666 119,666
Furniture and fixtures 109,652 102,071
Automobile 34,963 34,963
--------- ---------
274,281 266,700
Less accumulated depreciation (197,593) (183,430)
--------- ---------
$ 76,688 $ 83,270
========= =========
</TABLE>
Depreciation expense charged to operations amounted to $16,291 and
$20,032 for the years ended September 30, 1998 and 1997.
NOTE -6 DEPOSITS
Deposits at September 30 are summarized as follows:
<TABLE>
<CAPTION>
RATE AT 1998 1997
SEPTEMBER 30, AMOUNT PERCENT AMOUNT PERCENT
-------------- ---------- --------- ----------- -------
<S> <C> <C> <C> <C> <C>
Money market 3.75% $2,501,771 16.04 $ 2,800,821 17.36
Passbook savings 3.00% 1,065,672 6.83 1,031,781 6.39
---------- --------- ----------- -------
3,567,443 22.87 3,832,602 23.75
---------- --------- ----------- -------
Certificates of
deposit 3% - 4% 0 0 224,449 1.39
4% - 5% 210,223 1.35 4,614,701 28.59
5% - 6% 11,787,309 75.57 6,738,968 41.75
6% - 7% 0 0 696,266 4.31
7% - 8% 32,969 .21 32,418 .21
---------- --------- ----------- -------
12,030,501 77.13 12,306,802 76.25
---------- --------- ----------- -------
$15,597,944 100.00 $16,139,404 100.00
=========== ========= =========== =======
</TABLE>
Page 27
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -6 DEPOSITS (Continued)
The aggregate amount of jumbo certificates of deposit with a minimum
denomination of $100,000 was approximately $1,695,000 and $2,068,000
at September 30, 1998 and 1997.
At September 30, 1998, scheduled maturities of certificates of
deposits are as follows:
<TABLE>
<CAPTION>
Rate 1999 2000 2001
----------- ------------ ---------- ----------
<S> <C> <C> <C>
4% - 5% $ 210,223 $ 0 $ 0
5% - 6% 8,850,754 1,828,307 1,108,248
7% - 8% 32,969 0 0
---------- ---------- ---------
$9,093,946 $1,828,307 $1,108,248
========== ========== ==========
</TABLE>
Interest expense on deposits for years ended September 30 is
summarized as follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Money market $ 100,176 $ 121,332
Passbook savings 31,358 28,160
Certificates of deposit 636,457 677,095
---------- ----------
$ 767,991 $ 826,587
========== ==========
</TABLE>
NOTE -7 INCOME TAXES
Income tax expense for the years ended September 30 is summarized as
follows:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Current $ 158,721 $ 58,266
Deferred (24,900) (27,700)
---------- ----------
$ 133,821 $ 30,566
========== ==========
Effective tax rates 39% 25%
</TABLE>
Retained earnings at September 30, 1998 include earnings of
approximately $452,000, representing bad debt deductions for which no
provision for federal income taxes has been made. If, in the future,
this portion of retained earnings is used for any purpose other than
to absorb bad debt losses, federal income taxes will be imposed at the
then applicable rates.
Page 28
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -7 INCOME TAXES (Continued)
The provisions for federal income taxes for the years ended September
30, 1998 and 1997 differ from that computed at the statutory corporate
tax rate of 34 percent as follows:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Tax at statutory rate $116,234 $42,130
Change Resulting From:
State tax and credits 6,128 (5,000)
Non deductible ESOP expense 9,483 0
Other 1,976 (6,564)
-------- -------
$133,821 $30,566
======== =======
</TABLE>
Temporary differences between the financial statement carrying amounts
and tax basis of assets and liabilities that gave rise to significant
portions of the deferred tax liability at September 30 relates to the
following:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Deferred Tax Assets
Deferred compensation $107,200 $ 96,000
Deferred loan fees 12,800 17,000
State tax credits carryover 0 5,000
-------- --------
Total 120,000 118,000
-------- --------
Deferred Tax Liabilities
Accrued interest on loans 36,900 34,900
FHLB stock dividend 34,200 47,500
Bad debt deduction 46,200 57,800
Unrealized gain on securities available-for-sale 208,239 147,200
-------- --------
Total 325,539 287,400
-------- --------
Net Deferred Tax Liability $205,539 $169,400
======== ========
</TABLE>
Deferred tax expense results from timing differences in the
recognition of income and expense for tax and financial purposes. The
sources and tax effects of these temporary and timing differences are
as follows:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Accrued interest on loans $ 2,000 $ 1,700
Deferred Directors retirement (11,200) (65,600)
Deferred loan fees recognized 4,200 5,700
FHLB stock dividend (13,300) 7,800
Bad debt deduction (11,600) (11,500)
State tax credits 5,000 (5,000)
SAIF special assessment 0 39,200
-------- --------
$(24,900) $(27,700)
======== ========
</TABLE>
Page 29
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -8 CAPITAL REQUIREMENTS
The Association is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum
capital requirements can initiate certain actions by regulators that,
if undertaken, could have a direct material effect on the Association's
financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Association must
meet specific guidelines that involve quantitative measures of the
Association's assets, liabilities, and certain off-balance sheet items
as calculated under regulatory accounting practices. The Association's
capital amounts and classification are also subject to qualitative
judgments by the regulators about components, risk weightings, and
other factors.
Quantitative measures established by regulation to ensure capital
adequacy require the Association to maintain minimum amounts and ratios
as outlined below. Management believes, as of September 30, 1998, the
Association met all capital adequacy requirements to which it is
subject.
As of August 12, 1998, the most recent notification from Office of
Thrift Supervision categorized the Association as well capitalized
under the regulatory framework for prompt corrective action. To be well
capitalized the Association must maintain minimum total risk-based,
Tier I risk-based, and Tier I leverage ratios. There are no conditions
or events since that notification that management believes have changed
the institution's category.
The following is a reconciliation of the Association's capital computed
under generally accepted accounting principles (GAAP) to regulatory
capital. OTS regulations specify minimum capital requirements for the
Association. The following reconciliation also compares the capital
requirements as computed to the minimum capital requirements for the
Association.
<TABLE>
<S> <C>
Equity Per GAAP $ 5,079,928
Unrealized Gain on Securities (354,496)
----------
Tier I Capital 4,725,432
Valuation Allowance 60,000
----------
Regulatory Capital $4,785,432
==========
</TABLE>
<TABLE>
<CAPTION>
Actual Adequacy Purposes Action Regulations
Amount Ratio Amount Ratio Amount Ratio
---------- ------------ ---------- ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Total Capital
(to Risk Weighted
Assets) $4,785,432 54.29% $705,120 8.00% $ 881,400 10.00%
Tier I Capital
(to Risk Weighted
Assets) 4,725,432 53.61 352,560 4.00 528,840 6.00
Tier I Capital
(to Average Assets) 4,725,432 22.14 853,800 4.00 1,067,200 5.00
</TABLE>
Page 30
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -8 CAPITAL REQUIREMENTS (Continued)
The Association's management believes that, under the current
regulations, the Association will continue to meet its minimum capital
requirements in the coming year. However, events beyond the control of
the Association, such as increased interest rates or a downturn in the
economy in the Association's operating area, could adversely affect
future minimum capital requirements.
NOTE -9 OTHER NON-INTEREST EXPENSE
<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
Communication, postage and office supplies $ 19,009 $ 21,258
Insurance 6,393 6,109
Professional services 109,012 20,109
Travel and entertainment 26,238 26,340
Dues and subscriptions 6,614 5,381
Other 28,209 23,522
Advertising 7,479 6,814
-------- --------
$202,954 $109,533
======== ========
</TABLE>
NOTE -10 SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK
Most of the Association's business activity is with customers located
within the state, principally southeastern Colorado. The Association
does not have a high concentration of deposits or loans with one
individual or entity.
NOTE -11 RELATED PARTY TRANSACTIONS
Loans to related parties include loans made to directors, executive
officers, and their associates as defined. The loans are made on
substantially the same terms as other loan customers.
The aggregate dollar amount of loans was $302,813 and $81,700 at
September 30, 1998 and 1997, respectively. During 1998, new loans were
$309,500 and repayments totaled $88,387. Purchases from directors for
the years ended September 30, 1998 and 1997 amounted to $7,800 and
$20,300, respectively. As of September 30, 1998, approximately
$683,000 of directors and employees accounts were included in
deposits.
NOTE-12 FAIR VALUES OF FINANCIAL INSTRUMENTS
The estimated fair values of the Association's financial instruments
as of September 30, are as follows:
<TABLE>
<CAPTION>
1998 1997
CARRYING FAIR CARRYING FAIR
Financial Assets: AMOUNT VALUE AMOUNT VALUE
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 3,967,576 $ 3,967,576 $ 3,205,382 $ 3,205,382
Certificates of deposit 1,599,000 1,599,000 1,999,312 1,999,312
Securities available-for-sale 574,062 574,062 409,218 409,218
Securities held-to-maturity 2,055,485 2,171,200 3,170,273 3,285,335
Loans receivable - net 14,092,549 14,598,000 13,529,566 14,053,000
Financial liabilities:
Deposits 15,597,944 15,670,000 16,139,404 16,118,000
</TABLE>
Page 31
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -13 RETIREMENT PLAN
During the year ended September 30, 1997, the Association adopted a
non-qualified retirement plan for its senior officer and directors in
recognition of their years of service to the Association. Funds are
set aside annually in a grantor trust. Distributions are scheduled to
be paid at the time the officer or directors leave the Association. No
tax deduction for the Plan is claimed until funds are paid to the
beneficiaries.
For the years ended September 30, 1998 and 1997, the contributions to
the plan were $34,432 and $251,687.
NOTE -14 EMPLOYEE STOCK OWNERSHIP PLAN
As a part of conversion to stock, the Association established an ESOP
to benefit substantially all employees. The ESOP purchased 33,856
shares of common stock in the conversion with proceeds received from a
loan from the Company. The note is to be repaid in ten annual
principal installments of $33,856, starting October 1, 1997. Interest
is based on the Wall Street Journal Prime plus one point, and is
adjusted annually on October 1. The unallocated shares of stock held
by the ESOP are pledged as collateral on the debt. The ESOP is funded
by contributions made by the Association in amounts sufficient to
retire the debt. At September 30, 1998, the outstanding balance of the
note receivable is $270,848 and is presented as a reduction of
stockholders' equity. ESOP compensation expense was $77,042 and
$49,856 for the years ended September 30, 1998 and 1997.
In November 1993, the AICPA issued Statement of Position 93-6
"Employers' Accounting for Employee Stock Ownership Plans." The
statement was adopted May 21, 1997, the effective date of the
Association's conversion to a stock company. The Statement requires,
among other things, that: (1) for ESOP shares committed to be released
in a period to compensate employees directly, employers should
recognize compensation cost equal to the average fair value (as
determined on a monthly basis) of the shares committed to be released,
(2) dividends on unallocated shares used to repay ESOP loans are not
considered dividends for financial reporting purposes, dividends on
allocated or committed shares are credited to the accounts of the
participants and reported as dividends in the financial statements,
(3) for an internally leveraged ESOP, the Company's loan receivable
and the ESOP note payable as well as the interest income/expense is
not reflected in the consolidated financial statements and (4) for
earnings per share computations, ESOP shares that have been committed
to be released should be considered outstanding. ESOP shares that have
not been committed to be released should not be considered
outstanding.
The ESOP shares as of September 30, 1998 are as follows:
<TABLE>
<S> <C>
Allocated shares 3,386
Shares committed to be released for allocation 4,258
Unreleased shares 26,212
--------
Total ESOP shares 33,856
========
Fair value of unreleased shares $288,332
========
</TABLE>
Page 32
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE-15 IMPACT OF NEW ACCOUNTING STANDARDS
Disclosure of Information about Capital Structure. In February 1997,
the Financial Accounting Standards Board issued Statement No. 129. The
Statement incorporates the disclosure requirements of APB Opinion No.
15, Earnings Per Share and makes them applicable to all public and
nonpublic entities that have issued securities addressed by the
Statement. APB Opinion No. 15 requires disclosure of descriptive
information about securities that is not necessarily related to the
computation of earnings per share.
This statement continues the previous requirements to disclose certain
information about an entity's capital structure found in APB Opinions
No. 10, Omnibus Opinion - 1966, and No. 15, Earnings Per Share, and
FASB Statement No. 47, Disclosure of Long-Term Obligations, for
entities that were subject to the requirements of those standards. This
Statement eliminates the exemption of nonpublic entities from certain
disclosure requirements of Opinion No. 15 as provided by FASB Statement
No. 21, Suspension of the Reporting of Earnings per Share and Segment
Information by Nonpublic Enterprises. It supersedes specific disclosure
requirements of Opinions 10 and 15 and Statement 47 and consolidates
them in this statement for ease of retrieval and for greater visibility
to nonpublic entities. The Statement is effective for financial
statements for periods ending after December 15, 1997. The impact of
adopting the Statement was not material to the financial statements.
Reporting Comprehensive Income. In June 1997, the Financial Accounting
Standards board issued Statement No. 130. The Statement establishes
standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains, and losses) in a full set of
general-purpose financial statements. This Statement requires that all
items that are required to be recognized under accounting standards as
components of comprehensive income to be reported in a financial
statement that is displayed with the same prominence as other financial
statements. This Statement does not require a specific format for that
financial statement but requires that an enterprise display an amount
representing total comprehensive income for the period in that
financial statement.
This Statement requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the
equity section of a statement of financial position.
This Statement is effective for fiscal years beginning after December
15, 1997. FASB Statement No. 130 will be adopted by the Association
after September 30, 1998, the impact of adopting the Statement will not
be material to the financial statements.
Disclosures about Segments of an Enterprise and Related Information. In
June 1997 the Financial Accounting Standards Board issued Statement No.
131. The Statement establishes standards for the way that public
business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for
related disclosures
Page 33
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE-15 IMPACT OF NEW ACCOUNTING STANDARDS (Continued)
about products and services, geographic areas, and major customers.
This Statement supersedes FASB Statement No. 14, Financial reporting
for segments of Business Enterprise, but retains the requirement to
report information about major customers. It amends FASB Statement No.
94, Consolidation of all Majority-owned Subsidiaries, to remove the
special disclosure requirements for previously unconsolidated
subsidiaries.
The Statement requires that a public business enterprise report
financial and descriptive information about its reportable operating
segments. Operating segments are components of an enterprise about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
Generally, financial information is required to be reported on the
basis that is used internally for evaluating segment performance and
deciding how to allocate resources to segments.
The Statement requires that a public business enterprise report a
measure of segment profit or loss, certain specific revenue and expense
items, and segment assets. It requires reconciliations of total segment
revenues, total segment profit or loss, total segment assets and other
amounts disclosed for segments to corresponding amounts in the
enterprise's general-purpose financial statements. It requires that all
public business enterprises report information about the revenues
derived from the enterprise's products or services (or groups of
similar products and services), about the countries in which the
enterprise earns revenues and holds assets, and about major customers
regardless of whether that information is used in making operating
decisions.
The Statement also requires that a public business enterprise report
descriptive information about the way that the operating segments were
determined, the products and services provided by the operating
segments, differences between the measurements used in reporting
segment information and those used in the enterprise's general-purpose
financial statements, and changes in the measurement of segment amounts
from period to period.
This Statement is effective for fiscal years beginning after December
15, 1997. FASB Statement No. 131 will be adopted by the Association
after September 30, 1998, the impact of adopting the Statement is not
expected to have a significant effect on the Company as it only
operates within one segment under the new standard.
Employers' Disclosures About Pensions and Other Postretirement
Benefits. In February, 1998, the Financial Accounting Standards Board
issued SFAS No. 132, "Employers' Disclosure About Pensions and Other
Postretirement Benefits." This Statement revises employers' disclosures
about pension and other postretirement benefit plans. It does not
change the measurement or recognition of those plans. It standardizes
the disclosure requirements for pensions and other postretirement
benefits to the extent practicable, requires additional information on
changes in the benefit obligations and fair values of plan assets that
will facilitate financial analysis, and eliminates certain disclosures
that are no longer useful. The Statement is effective for fiscal years
beginning after December 15, 1997. Currently the Company does not have
Page 34
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE-15 IMPACT OF NEW ACCOUNTING STANDARDS (Continued)
any pension or postretirement plans that would come under the
statement. Accordingly, the statement will not have any impact on the
financial statements.
Accounting for Derivative Instruments and Hedging Activities. In June,
1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
Statement establishes accounting and reporting standards for derivative
instruments, including derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. The statement is effective for fiscal years beginning after June
15, 1999. Management, at this time, has not determined the impact of
adopting this statement.
NOTE 16 EARNINGS PER SHARE
The Company adopted Financial Accounting Standards Board Statement No.
128 relating to earnings per share, effective for the quarter ended
December 31, 1997. The statement requires dual presentations of basic
and diluted earning per share on the face of the income statement.
Basic ESP excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shares in the
earnings of the entity. Employee Stock Ownership Plan shares not
committed to be released to participants are not considered outstanding
for the purposes of computing earnings per share.
The conversion from a mutual savings association to a stock institution
was completed May 21, 1997. The computation of earnings per share, for
the year ended September 30, 1997 is based on the net income earned
from the date of conversion to the end of the fiscal year divided by
the weighted-average number of shares issued from the date of
conversion until the end of the fiscal year.
NOTE-17 UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000
Issue may be experienced before, on, or after January 1, 2000, and, if
not addressed, the impact on operations and financial reporting may
range from minor errors to significant systems failure which could
affect the Company's ability to conduct normal business operations. It
is not possible to be certain that all aspects of the Year 2000 Issue
affecting the Company, including those related to the efforts of
customers, other financial institutions, suppliers, or other third
parties, will be fully resolved.
Page 35
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE-17 CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
The following condensed statements summarize the financial position,
operating results and cash flows of Rocky Ford Financial, Inc. as of
September 30 1998 and 1997 and for the year and four months then ended.
<TABLE>
<CAPTION>
1998 1997
----------- ------------
<S> <C> <C>
ASSETS
Cash and equivalents $1,637,827 $ 1,577,324
Investment in subsidiary 2,122,125 1,992,663
ESOP note receivable 270,848 338,560
Other 4,522 19,612
---------- -----------
$4,035,322 $ 3,928,159
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 2,700 $ 0
Stockholders' equity 4,032,622 3,928,159
---------- -----------
Total liabilities and stockholders' equity $4,035,322 $ 3,928,159
========== ===========
CONDENSED STATEMENT OF INCOME
Equity in undistributed net income
of subsidiary $ 214,102 $ 81,756
Other net (6,059) 11,589
---------- -----------
$ 208,043 $ 93,345
========== ===========
CONDENSED STATEMENT OF CASH FLOWS
Operating activities:
Net income $ 208,043 $ 93,345
Adjustment to reconcile net income to
cash provided by operating activities:
Equity in undistributed net income of
subsidiary (214,102) (81,756)
Other 32,029 (6,612)
---------- -----------
Net cash provided by operations 25,970 4,977
---------- -----------
Investing activities:
ESOP note payments 67,712 0
Investment in subsidiary 0 (1,910,907)
Dividends received from subsidiary 84,640 0
Dividends paid (117,819) 0
---------- -----------
34,533 (1,910,907)
---------- -----------
Financing activities:
Proceeds from stock conversion net
of expenses 0 3,483,254
---------- -----------
Net increase in cash 60,503 1,577,324
Cash beginning 1,577,324 0
---------- -----------
Cash ending $1,637,827 $ 1,577,324
========== ===========
</TABLE>
Page 36
<PAGE>
ROCKY FORD FINANCIAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE -18 MUTUAL TO STOCK CONVERSION
On January 14, 1997, the Board of Directors of Rocky Ford Federal
Savings and Loan Association adopted a Plan of Conversion under which
the Association would convert from a federally chartered mutual
savings institution to a federally chartered stock savings and loan
pursuant to the Rules and Regulations of the OTS. The Plan included,
as part of the conversion, the concurrent formation of a holding
company. The Plan was approved by the Office of Thrift Supervision
(OTS) and included the filling of a registration statement with the
Securities and Exchange Commission. The Plan was approved by the
members of the Association at a special meeting held May 6, 1997. In
accordance with the Plan, the Company issued common stock which was
sold in the conversion. The closing of the offering occurred on May
21, 1997 and resulted in a stock offering of $4,232,000 (including
$338,560 in shares subscribed by the ESOP). The Company transferred
fifty percent of the net proceeds for the purchase of all of the
capital stock of the Association.
No change was made in the Board of Directors or management as a result
of the Conversion.
The costs of issuing the common stock was deferred and deducted from
the proceeds of the stock sale and amounted to $410,186.
For the purpose of granting eligible members of the Association a
priority in the event of future liquidation, the Association at the
time of conversion, established a liquidation account equal to its
regulatory capital as of the date of the latest balance sheet used in
the final conversion offering circular. In the event (and only in such
event) of future liquidation of the converted Association, an eligible
savings account holder who continues to maintain a savings account
shall be entitled to receive a distribution from the liquidation
account, in the proportionate amount of the then-current adjusted
balance of the savings deposits then held, before any distributions
may be made with respect to capital stock.
Present regulations provide that the Association may not declare or
pay a cash dividend on or repurchase any of its capital stock if the
result thereof would be to reduce the regulatory capital of the
Association below the amount required for the liquidation account or
the regulatory capital requirement. Further, any dividend declared or
paid on or repurchase of, the Association's capital stock shall be in
compliance with the rules and regulations of the Office of Thrift
Supervision, or other applicable regulations.
The ESOP stock purchases were financed by issuing a note to the
Company for the entire purchase.
Page 37
<PAGE>
MARKET AND DIVIDEND INFORMATION
TRADING IN THE COMMON STOCK
The Company's Common Stock is traded on the over-the-counter market through
the OTC "Electronic Bulletin Board", administered by Nasdaq. There are
currently 423,400 shares of the Common Stock outstanding and approximately 70
holders of record of the Common Stock (not including shares held in "street
name") as of December 1, 1997.
The following table sets forth certain information as to the range of the
high and low bid prices for the Company's common stock for the calendar quarters
since the Common Stock's issuance on May 21, 1997.
<TABLE>
<CAPTION>
HIGH BID (1) LOW BID (1) DIVIDENDS PAID
------------ ----------- --------------
<S> <C> <C> <C>
FISCAL 1997:
Third Quarter 14.25 12.75 none
Fourth Quarter 14.25 13.25 none
FISCAL 1998:
First Quarter 14.12 14.00 none
Second Quarter 15.00 14.12 $.15
Third Quarter 14.75 14.00 none
Fourth Quarter 14.75 11.00 $.15
</TABLE>
_______________
(1) Quotations reflect inter-dealer price, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.
DIVIDEND RESTRICTIONS
Under OTS regulations, the Association may not pay dividends on its capital
stock if its regulatory capital would thereby be reduced below the amount then
required for the liquidation account established for the benefit of certain
depositors of the Association at the time of the Conversion. In addition,
savings institution subsidiaries of savings and loan holding companies are
required to give the OTS 30 days' prior notice of any proposed declaration of
dividends to the holding company.
OTS regulations impose additional limitations on the payment of dividends
and other capital distributions (including stock repurchases and cash mergers)
by the Association. Under these regulations, a savings institution that,
immediately prior to, and on a pro forma basis after giving effect to, a
proposed capital distribution, has total capital (as defined by OTS regulation)
that is equal to or greater than the amount of its capital requirements (a
"Tier 1 Association") is generally permitted, without OTS approval, to make
capital distributions during a calendar year in the amount equal to the greater
of: (i) 75% of its net income for the previous four quarters; or (ii) up to 100%
of its net income to date during the calendar year plus an amount that would
reduce by one-half the amount by which its capital-to-assets ratio exceeded
regulatory requirements at the beginning of the calendar year. A savings
institution with total capital in excess of current minimum capital ratio
requirements (a "Tier 2 Association") is permitted to make capital distributions
without OTS approval of up to 75% of its net income for the previous four
quarters, less dividends already paid for such period. A savings institution
that fails to meet current minimum capital requirements (a "Tier 3 Association")
is prohibited from making any capital distributions without the prior approval
of the OTS. A Tier 1 Association that has been notified by the OTS that it is
in need of more than normal supervision will be treated as either a Tier 2 or
Tier 3 Association. The Association is a Tier 1 Association. Under the OTS'
prompt corrective action regulations, the Association would also be prohibited
from making any capital distribution if after making the
38
<PAGE>
distribution, the Association would have: (i) a total risk-based capital ratio
of less than 8.0%; (ii) a Tier 1 risk-based capital ratio of less than 4.0%; or
(iii) a leverage ratio of less than 4.0%. The OTS, after consultation with the
FDIC, however, may permit an otherwise prohibited stock repurchase by a savings
institution if made in connection with the issuance of additional shares in an
equivalent amount and the repurchase would reduce the institution's financial
obligations or otherwise improve the institution's financial condition.
Furthermore, earnings of the Association appropriated to bad debt reserves
for federal income tax purposes are not available for payment of cash dividends
or other distributions to the Company without payment of taxes at the then
current tax rate by First Federal on the amount of earnings removed from the
reserves for such distributions. The Company intends to make full use of this
favorable tax treatment afforded to the Association and the Company and does not
contemplate use of any post-Conversion earnings of the Association in a manner
which would limit either the Association's bad debt deduction or create federal
tax liabilities.
39
<PAGE>
<TABLE>
<CAPTION>
BOARD OF DIRECTORS
<S> <C> <C>
DONALD F. GAUSE KEITH E. WAGGONER WAYNE W. WHITTAKER
Chairman of the Board of the President and Chief Executive Vice President of the Company and
Company and the Association Officer of the Company Association
and the Association
FRANCIS E. CLUTE NORMAN L. BAILEY WILLIAM E. BURRELL
Secretary and Treasurer of the President, La Junta Golf Club Advisor, Burrell Seeds, Inc. and
Company and the Association La Junta, Colorado D.V. Burrell Seed Growers Company
Rocky Ford, Colorado
BRIAN H. HANCOCK R. DEAN JONES
Self-employed Real Estate and Owner, Jones Motors, Inc.
Insurance Broker La Junta, Colorado
Rocky Ford, Colorado
<CAPTION>
EXECUTIVE OFFICERS
<S> <C> <C>
DONALD F. GAUSE KEITH E. WAGGONER WAYNE W. WHITTAKER
Chairman of the Board of the President and Chief Executive Vice President of the Company and
Company and the Association Officer of the Company the Association
and the Association
FRANCIS E. CLUTE
Secretary and Treasurer of the
Company and the Association
<CAPTION>
OFFICE LOCATIONS
<S> <C>
MAIN OFFICE:
801 Swink Avenue
Rocky Ford, Colorado 81067-0032
<CAPTION>
GENERAL INFORMATION
<S> <C> <C>
INDEPENDENT PUBLIC ACCOUNTANTS ANNUAL MEETING ANNUAL REPORT ON FORM 10-KSB
Grimsley, White & Company The 1999 Annual Meeting of A copy of the Company's Annual
Certified Public Accountants Stockholders will be held on January Report on Form 10-KSB for the fiscal
Rocky Ford, Colorado 21, 1999 at 2:00 p.m. at Rocky Ford year ended September 30, 1998 as
Federal Savings and Loan Association filed with the Securities and
GENERAL COUNSEL 801 Swink Avenue, Rocky Ford, Exchange Commission will be
H. Barton Mendenhall Colorado furnished without charge to
Mendenhall & Malouff stockholders as of the record date for
Rocky Ford, Colorado TRANSFER AGENT AND REGISTRAR the 1998 Annual Meeting upon
Illinois Stock Transfer Company written request to Francis E. Clute,
SPECIAL COUNSEL Chicago, Illinois Rocky Ford Financial, Inc., 801
Housley Kantarian & Bronstein, P.C. Swink Avenue, Rocky Ford,
1220 19th Street, N.W., Suite 700 Colorado 81067-0032.
Washington, D.C. 20036
</TABLE>
40
<PAGE>
Exhibit 23
[LETTERHEAD OF GRIMSLEY, WHITE & COMPANY APPEARS HERE]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As the independent certified public accountant of Rocky Ford Financial, Inc., we
hereby consent to the use of our report, made part of the Form 10-KSB filing for
the year ended September 30, 1998
December 22, 1998
/s/ Grimsley, White & Company
Grimsley, White & Company
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<MULTIPLIER> 1000
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<CASH> 268
<INT-BEARING-DEPOSITS> 5,299
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 2,055
<INVESTMENTS-MARKET> 2,171
<LOANS> 14,093
<ALLOWANCE> 60
<TOTAL-ASSETS> 23,013
<DEPOSITS> 15,598
<SHORT-TERM> 0
<LIABILITIES-OTHER> 691
<LONG-TERM> 0
0
0
<COMMON> 4
<OTHER-SE> 6,720
<TOTAL-LIABILITIES-AND-EQUITY> 23,013
<INTEREST-LOAN> 1,182
<INTEREST-INVEST> 243
<INTEREST-OTHER> 275
<INTEREST-TOTAL> 1,700
<INTEREST-DEPOSIT> 768
<INTEREST-EXPENSE> 768
<INTEREST-INCOME-NET> 932
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 604
<INCOME-PRETAX> 342
<INCOME-PRE-EXTRAORDINARY> 342
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 208
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.52
<YIELD-ACTUAL> 7.77
<LOANS-NON> 0
<LOANS-PAST> 54
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 60
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 60
<ALLOWANCE-DOMESTIC> 60
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
