<PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[ X ] Quarterly report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1998
Commission file number 0-23409
High Country Bancorp, Inc.
- ----------------------------------------------------------------
(Exact Name of Small business Issuer as Specified in Its
Charter)
Colorado 84-1438612
- ------------------------------- -------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
130 West 2nd Street, Salida Colorado 81201
-------------------------------------------
(Address of Principal Executive Offices)
719-539-2516
--------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer's: (1) 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
------ -----
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date:
Shares of common stock outstanding as of December 31, 1998
1,322,500
<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Statements of Condition at
June 30, 1998 and December 31, 1998 3
Statements of Consolidated Income for
the Six Months and Three Months Ended
December 31, 1998 and 1997 4
Statements of Consolidated Cash Flows
for the Six Months Ended December 31,
1998 and 1997 5
Notes to Financial Statements 6 - 7
Item 2: Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8 - 11
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 12
Item 2: Changes in Securities 12
Item 3: Defaults Upon Senior Securities 12
Item 4: Submission of Matters to a Vote
of Security Holders 12
Item 5: Other Information 12
Item 6: Exhibits and Reports on Form 8-K 12
Signature 12
2<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1998
ASSETS ------------ ------------
<S> <C> <C>
Cash and amounts due from banks $ 2,301,654 $ 2,999,284
Interest-bearing deposits at other institutions 7,404,363 6,963,130
Mortgage-backed securities, held to maturity 3,709,592 4,326,603
Securities held-to-maturity 310,000 310,000
Loans receivable - net 91,188,233 81,359,296
Federal Home Loan Bank stock, at cost 1,160,700 1,065,500
Accrued interest receivable 681,898 699,982
Property and equipment, net 2,687,161 2,475,773
Mortgage servicing rights 21,096 29,856
Prepaid expenses and other assets 411,953 359,231
------------ ------------
TOTAL ASSETS $109,876,650 $100,588,655
============ ============
LIABILITIES AND EQUITY
LIABILITIES
Deposits $ 68,581,294 $ 63,424,713
Advances by borrowers for taxes and insurance 306,372 92,954
Accounts payable and other liabilities 610,845 566,641
Advances from Federal Home Loan Bank 22,325,000 17,890,000
Accrued income taxes payable -- 288,140
Deferred income taxes 23,000 47,300
------------ ------------
TOTAL LIABILITIES 91,846,511 82,309,748
------------ ------------
Commitments and contingencies
EQUITY
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 1,322,500 shares 13,225 13,225
Paid-in capital 12,704,099 12,690,438
Retained earnings - substantially restricted 6,698,443 6,519,509
Note receivable from ESOP Trust (944,265) (944,265)
Deferred stock awards (441,363) --
------------ ------------
TOTAL EQUITY 18,030,139 18,278,907
------------ ------------
TOTAL LIABILITIES AND EQUITY $109,876,650 $100,588,655
============ ============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1998 1997 1998 1997
------------ ------------ --------- ----------
<S> <C> <C> <C> <C>
Interest Income
Interest on loans $1,924,054 $1,514,788 $3,752,265 $2,989,522
Interest on securities held-to-maturity 65,609 83,958 137,093 173,590
Interest on other interest-bearing assets 109,120 120,814 240,551 151,307
---------- ---------- ---------- ----------
Total interest income 2,098,783 1,719,560 4,129,909 3,314,419
---------- ---------- ---------- ----------
Interest Expense
Deposits 684,386 645,232 1,339,155 1,239,589
Federal Home Loan Bank advances 312,108 199,094 586,203 410,706
---------- ---------- ---------- ----------
Total interest expense 996,494 844,326 1,925,358 1,650,295
---------- ---------- ---------- ----------
Net interest income 1,102,289 875,234 2,204,551 1,664,124
Provision for losses on loans 59,946 49,500 119,874 99,500
---------- ---------- ---------- ----------
Net income after provision
for loan losses 1,042,343 825,734 2,084,677 1,564,624
---------- ---------- ---------- ----------
Noninterest Income
Service charges on deposits 34,043 38,877 71,453 72,475
Other 8,563 4,556 23,467 9,525
---------- ---------- ---------- ----------
Total noninterest income 42,606 43,433 94,920 82,000
---------- ---------- ---------- ----------
Noninterest Expense
Compensation and benefits 475,216 356,791 850,674 726,018
Occupancy and equipment 156,735 136,300 316,981 274,054
Insurance and professional fees 42,159 35,176 93,827 67,327
Other 133,023 94,302 228,757 160,678
---------- ---------- ---------- ----------
Total noninterest expense 807,133 622,569 1,490,239 1,228,077
---------- ---------- ---------- ----------
Income before income taxes 277,816 246,598 689,358 418,547
Income tax expense 101,242 89,724 264,970 157,524
---------- ---------- ---------- ----------
Net income $ 176,574 $ 156,874 $ 424,388 $ 261,023
========== ========== ========== ==========
Basic Earnings Per Common Share $ 0.14 $ 0.01 $ 0.34 $ 0.01
========== ========== ========== ==========
Diluted Earnings Per Common Share $ 0.14 $ 0.01 $ 0.34 $ 0.01
========== ========== ========== ==========
Weighted Average Common Shares
Outstanding Basic 1,232,555 1,227,280 1,235,207 1,227,280
Diluted 1,237,860 1,227,280 1,237,860 1,227,280
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
1998 1997
---------- ----------
<S> <C> <C>
Operating Activities
Net income $ 424,388 $ 261,023
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of:
Deferred loan origination fees (149,245) (51,731)
Discounts on investments 8,461 8,889
Stock dividend received from FHLB (39,500) (38,600)
Stock awards granted 110,358 --
ESOP market value expense 13,661 23,815
Provision for losses on loans 120,000 99,500
Deferred income taxes (24,300) (15,000)
Depreciation 95,444 90,940
Net change in miscellaneous assets (25,878) 115,416
Net change in miscellaneous liabilities (243,936) 180,504
----------- -----------
Net cash provided by operating
activities 289,453 674,756
----------- -----------
Investing Activities
Net change in loans receivable (9,799,692) (6,068,613)
Principal repayments of mortgage-backed
securities held-to-maturity 608,550 453,178
Purchase FHLB stock (55,700) --
Purchases of property and equipment (306,832) (74,086)
Purchase of stock for MRP (551,721) --
----------- -----------
Net cash used by investing activities (10,105,395) (5,689,521)
----------- -----------
Financing Activities
Issuance of common stock -- 11,596,284
Net change in deposits 5,156,581 565,322
Net change in mortgage escrow funds 213,418 259,248
Cash dividends paid (245,454) --
Proceeds (payment)on FHLB advances 4,435,000 (2,065,000)
----------- -----------
Net cash provided by financing
activities 9,559,545 10,355,854
----------- -----------
Net (decrease)increase in cash and
cash equivalents (256,397) 5,341,089
Cash and cash equivalents, beginning 9,962,414 3,276,310
----------- -----------
Cash and cash equivalents, ending $ 9,706,017 $ 8,617,399
=========== ===========
Supplemental disclosure of cash flow
information
Cash paid for:
Taxes $ 297,254 $ 27,436
Interest 1,894,223 1,645,748
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
DECEMBER 31, 1998
Note 1. Nature of Business
Note 1. Nature of Business
High Country Bancorp, Inc. (the "Company") was incorporated
under the laws of the State of Colorado for the purpose of
becoming the holding company of Salida Building and Loan
Association (the "Association") in connection with the
Association's conversion from a federally chartered mutual
savings and loan association to a federally chartered stock
savings and loan association, pursuant to its Plan of
Conversion. The Company was organized in August 1997 to acquire
all of the common stock of Salida Building and Loan Association
upon its conversion to stock form. A subscription and community
offering of the Company's shares was completed on December 9,
1997.
Note 2. Basis of Presentation
The accompanying unaudited consolidated financial
statements,(except for the statement of financial condition at
June 30, 1998, which is audited) have been prepared in
accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form
10-QSB of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management all adjustments necessary for a fair
presentation of the financial position and results of operations
for the periods presented have been included. The financial
statements of the Company are presented on a consolidated basis
with those of Salida Building and Loan Association. The results
of operations for the six months ended December 31, 1998 are not
necessarily indicative of the results of operations that may be
expected for the year ended June 30, 1999. 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 the disclosure of contingent assets and
liabilities as 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.
The accounting policies followed are as set forth in Note 1. of
the Notes to Financial Statements in the 1998 High Country
Bancorp, Inc. financial statements.
Note 3. Regulatory Capital Requirements
At December 31, 1998, the Association met each of the three
current minimum regulatory capital requirements. The following
table summarizes the Association's regulatory capital position
at December 31, 1998:
<PAGE>
Tangible Capital:
Actual $12,438,000 11.91%
Required 1,566,000 1.50
Excess $10,872,000 10.41%
Core Capital:
Actual $12,438,000 11.91%
Required 3,133,000 3.00
Excess $9,305,000 8.91%
Risk-Based Capital:
Actual $13,266,000 19.71%
Required 5,385,000 8.00
Excess $7,881,000 11.71%
Tangible and core capital levels are shown as a percentage of
total adjusted assets; risk-based capital levels are shown as
a percentage of risk-weighted assets.
6<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
December 31, 1998
Note 4. Mutual to Stock Conversion
On May 15, 1997, The Board of Directors of the Salida Building
and Loan Association adopted a Plan of Conversion (the Plan)
under which the Association converted from a federally charted
mutual savings and loan association to a federally chartered
stock savings and loan association and became a wholly-owned
subsidiary of the Company formed in connection with the
Conversion. The Company issued common stock which was sold in
the Conversion. The closing of the offering and the sale of
stocks occurred on December 9, 1997 and resulted in the sale of
stock totaling $13,225,000 (including $1,058,000 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.
The costs of issuing the common stock were deducted from the
proceeds of the stock sale, and amounted to $570,716, resulting
in net proceeds of $12,654,284.
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.
The Association may not declare or pay a cash dividend on its
common stock if its net worth would thereby be reduced below
either the aggregate amount then required for the liquidation
account or the minimum regulatory capital requirements imposed
by federal regulations
Note 5. 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 earnings per share on
the face of the income statement and requires a reconciliation
of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation.
Basic EPS excludes dilution and is computed by dividing income
available to common stockholders 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.
7<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1998 AND DECEMBER
31, 1998
The Company's total assets increased by $9.3 million or 9.23%
from $100.6 million at June 30, 1998 to $109.9 million at
December 31, 1998. The increase in assets was due to loan
growth of $9.8 million.
Net loans totaled $91.2 million at December 31, 1998 and $81.4
million at June 30, 1998. The majority of the increase occurred
in residential mortgage loans which increased $6.8 million.
In addition to the growth in residential loans, commercial real
estate loans increased $1.3 million and auto loans increased
$1.0 million. The growth in loans is due to significant
refinancing of residential mortgage loans due to low mortgage
interest rates and the Association offering attractive rates
relative to other lenders.
The allowance for loan losses totaled $831,000 at December 31,
1998 and $751,000 at June 30, 1998. As of those dates the non-
performing loans in the Association's portfolio were $142,000
and $392,000. The total non-performing loans at December 31,
1998 include 23 loans secured by single family residences,
business equipment and autos. The largest non-performing loan
balance was $40,000. There were $42,000 of loans charged off
and $2,000 of recoveries of previous loan losses during the six
months ended December 31, 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 December 31, 1998, the ratio of the allowance
for loan losses to net loans was .91%. as compared to .92% at
June 30, 1998.
At December 31, 1998, the Company's investment portfolio
included mortgage-backed securities and local municipal bonds
classified as "held to maturity" carried at amortized cost of
$4.0 million and an estimated fair value of $4.0 million. The
balance of the Company's investment portfolio at December 31,
1998 consists of interest bearing deposits with various
financial institutions totaling $7.4 million.
At December 31, 1998 deposits increased to $68.6 million from
$63.4 million at June 30, 1998 or a net increase of 8.20%. The
increase was used to fund loan growth. 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.
Advances from the Federal Home Loan Bank increased to $22.3
million at December 31, 1998, from $17.9 million at June 30,
1998. The increase was used to fund loan growth.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED
DECEMBER 31, 1998 AND 1997
Net Income. The Company's net income for the three months
ended December 31, 1998 was $177,000 compared to net income of
$157,000 for the three months ended December 31, 1997. The
$20,000 increase in net income for the three months ended
December 31, 1998 resulted principally from increased interest
income. The increase in interest income offset increased
compensation expense associated with the adoption of new benefit
plans in conjunction with becoming a stock company.
8
<PAGE>
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Net Interest Income. Net interest income for the three months
ended December 31, 1998 was $1,102,000 compared to $875,000 for
the three months ended December 31, 1997. The increase in net
interest income for the three months ended December 31, 1998 was
due to an increase in interest earning assets from $82.1 million
as of December 31, 1997 to $104.5 million as of December 31,
1998, less the effect of the increase in interest bearing
accounts from $64.3 million at December 31, 1997 to $87.3
million at December 31, 1998. The increase in interest earning
assets offset a decrease in the interest rate spread from 3.73%
for the three months ended December 31, 1997 to 3.54% for the
three months ended December 31, 1998. This was caused by a
decrease in the average yield on earning assets from 8.77% at
December 31, 1997 to 8.26% at December 31, 1998. The decrease
was due to refinancing of higher rate mortgage loans to lower
rates. The interest rate spread was also affected by a decrease
in the average cost of interest bearing liabilities from 5.04%
at December 31, 1997 to 4.72% at December 31, 1998.
Allowance for Loan Losses. The provision for loan losses for
the three months ended December 31, 1998 was $60,000 as compared
to $50,000 for the three months ended December 31, 1997. The
increase in the provision was due to the increase in the balance
of loans held by the Association, the mix of loans being made
which include a larger percentage of auto and commercial loans,
and the need to maintain an adequate balance in the allowance
for loan losses.
Non-interest Expenses. Non-interest expenses were $807,000 for
the three months ended December 31, 1998 as compared to $623,000
for the three months ended December 31, 1997. The majority of
the increase occurred in compensation and benefit expense which
increased $118,000. The increase was primarily due to due
expenses of $110,000 which were associated with the adoption of
the Management Recognition Plan. The plan was approved by
stockholders December 15, 1998. The remainder of the increase
is attributable to Company legal and accounting expenses, higher
data processing expenses associated with growth and other
miscellaneous expenses.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED
DECEMBER 31, 1998 AND 1997
Net Income. The company's net income for the six months ended
December 31, 1998 was $424,000 compared to $261,000 for the six
months ended December 31, 1997. The increase in net income for
the six months ended December 31, 1998 resulted primarily from
higher interest income. The higher interest income offset
increases in compensation and benefit expenses, Company expenses
and other expenses due to growth.
Net Interest Income. Net interest income for the six months
ended December 31, 1998 was $2,205,000 compared to $1,664,000
for the six months ended December 31, 1997. The increase is
attributed to interest earned on interest earning assets due to
loan growth less the increase in interest expense due to the
increase in interest bearing liabilities. The increase in
interest earning assets offset a decrease in the interest rate
spread from 3.76% for the six months ended December 31, 1997 to
3.63% for the six months ended December 31, 1998. The decrease
in the interest rate spread was caused by a decrease in the
average yield on interest earning assets from 8.68% for the six
months ended December 31, 1997 to 8.32% for the six months ended
December 31, 1998. The decrease in yields reflects the
significant refinancing activity of residential mortgage loans
to lower rates. The interest rate spread was also affected by
a decrease in the average cost of interest bearing liabilities
from 4.92% for the six months ended December 31, 1997 to 4.69%
for the six months ended December 31, 1998. This decrease
reflects re-pricing of deposits and FHLB advances at lower
rates.
9
<PAGE>
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Allowance for Loan Losses. The provision for loan losses for
the six months ended December 31, 1998 was $120,000 as compared
to $100,000 for the six months ended December 31, 1997. The
increase in the provision was due to the increase in the balance
of loans held by the Association, the mix of loans being made
and the need to maintain an adequate balance in the allowance
for loan losses.
Non-interest Expenses. The non-interest expenses for the six
months ended December 31, 1998 were $1,490,000 compared to
$1,228,000 for the six months ended December 31, 1997. The
increase was due to higher compensation and benefit expense
associated with the adoption of a Management Recognition Plan,
Company legal and accounting expenses, and higher data
processing, other expenses associated with growth and with
becoming a publicly-owned company.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources 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 loan repayments and other sources of funds will be
adequate to meet the Company's liquidity needs for the immediate
future.
The Association 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 the
requirement was lowered to 4%. The Association has historically
maintained a level of liquid assets in excess of regulatory
requirements. The Association's liquidity ratios at December
31, 1998 and 1997 were 6.85% and 15.49%, respectively.
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 than
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.
YEAR 2000 READINESS DISCLOSURE
The Company is continually evaluating the potential effect of
the year 2000 on its information processing systems. Because
critical computer systems and software are vendor maintained,
the Company is not directly involved with programming changes or
application upgrades. The Company expects the providers to be
compliant on a timely basis and is testing the compliance
efforts. The Association's primary data processor has indicated
that renovations to their system for year 2000 compliance are
complete. The
10
<PAGE>
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Association tested the system in September 1998 in a year 2000
environment and did not encounter any problems. The Association
will continue to test this system as well as other critical
systems during 1999. The primary data processor is also testing
the interfaces they have with other systems for year 2000
compliance. It is management's opinion that the modifications
will not have a material effect on the Company's financial
position. All costs associated with modifications will be
expensed as incurred.
The Association has developed a contingency and business
resumption plan in case critical systems are not year 2000 ready
or fail in the year 2000. The plan has identified alternative
means of operations in case a system is not expected to be year
2000 ready by a certain date or malfunctions in the year 2000.
The disaster plan for the majority of the systems includes
pre-year 2000 procedures as well as post-year 2000 procedures.
The pre-year 2000 procedures include having customer
information, forms and software available for critical systems.
The post-year 2000 procedures have been developed to identify
alternatives if critical systems fail in the year 2000.
Depending on the problems encountered in the post-year 2000
environment, the contingency and business resumption
plan includes working from a manual basis to a fully functioning
basis. The plan is reviewed on an ongoing basis.
11<PAGE>
<PAGE>
HIGH COUNTRY BANCORP, INC.
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
Not Applicable
ITEM 4: Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting on December 15,
1998 in Salida, Colorado to vote on the election of
three directors of the Company, approval of the High
Country Bancorp, Inc. Stock Option and Incentive Plan,
and approval of the High Country Bancorp, Inc.
Management Recognition Plan. At the meeting Richard
A. Young was elected to a one year term and Philip W.
Harsh and Scott G. Erchul were elected to three year
terms, each receiving more than 98% of the votes cast.
The High Country Bancorp, Inc Stock Option and
Incentive Plan and the High Country Bancorp, Inc.
Management Recognition Plan were also approved,
receiving 69% and 67% of the votes cast, respectively.
ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
High Country Bancorp, Inc.
Registrant
Date February 9, 1999 /s/ Larry D. Smith
---------------------------
Larry D. Smith, President
12
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 2,301,654
<INT-BEARING-DEPOSITS> 7,404,363
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 4,019,592
<INVESTMENTS-MARKET> 4,040,404
<LOANS> 91,188,233
<ALLOWANCE> 831,125
<TOTAL-ASSETS> 109,876,650
<DEPOSITS> 68,581,294
<SHORT-TERM> 2,500,000
<LIABILITIES-OTHER> 940,217
<LONG-TERM> 19,825,000
<COMMON> 13,225
0
0
<OTHER-SE> 18,016,914
<TOTAL-LIABILITIES-AND-EQUITY> 109,876,650
<INTEREST-LOAN> 3,752,265
<INTEREST-INVEST> 137,093
<INTEREST-OTHER> 240,551
<INTEREST-TOTAL> 4,129,909
<INTEREST-DEPOSIT> 1,339,155
<INTEREST-EXPENSE> 1,925,358
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</TABLE>
