U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to___________________
Commission File Number: 0-18993
WINTON FINANCIAL CORPORATION
--------------------------------
(Name of small business issuer in its charter)
Ohio 31-1303854
------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5511 Cheviot Road, Cincinnati, Ohio 45247
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (513) 385-3880
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
------------------
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Shares, without par value
--------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the issuer's revenues for its most recent fiscal year: $37.3 million
Based upon the last sale price quoted by The American Stock Exchange as of
December 18, 2000 the aggregate market value of the voting stock held by
non-affiliates of the Registrant, on that date was $41.4 million.
At December 18, 2000 there were 4,420,014 of the Registrant's Common Shares
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part I of Form 10-KSB: Safe Harbor Under the Private Securities Litigation
Reform Act of 1995 in Exhibit 99.1.
Part II of Form 10-KSB: Portions of the Annual Report to Shareholders for the
fiscal year ended September 30, 2000, in Exhibit 13.
Part III of Form 10-KSB: Proxy Statement for 2001 Annual Meeting of
Shareholders in Exhibit 20.
<PAGE>
PART I
Item 1. Description of Business
General
Winton Financial Corporation, an Ohio corporation ("WFC"), owns all of
the issued and outstanding common shares of The Winton Savings and Loan Co., a
savings and loan association incorporated under the laws of the State of Ohio
("Winton"). As a unitary savings and loan holding company, WFC, through Winton,
is engaged in the savings and loan business.
WFC's activities have been limited primarily to holding the common
shares of Winton. Consequently, the following discussion focuses primarily on
the business of Winton.
Winton is principally engaged in the business of making first mortgage
loans to finance the purchase, construction or improvement of one- to
four-family residential real estate or other real property located in Winton's
primary market area. Loan funds are obtained primarily from savings deposits,
which are insured up to applicable limits by the Federal Deposit Insurance
Corporation (the "FDIC") in the Savings Association Insurance Fund ("SAIF"),
loan repayments, Federal Home Loan Bank ("FHLB") advances and the sale of loans.
Interest earned on loans is Winton's primary source of revenue. In addition to
originating loans, Winton invests in U.S. Government and agency obligations,
interest-bearing deposits in other financial institutions and mortgage-backed
securities.
Winton conducts business from a loan production office in Western Hills,
Ohio, and its seven full-service offices in Hamilton County, Ohio, and serves a
market area which includes the Ohio counties of Hamilton, Butler, Clinton,
Clermont, Montgomery, Brown, Adams, Franklin and Warren, the Indiana counties of
Ripley, Franklin, Union and Dearborn and the Kentucky counties of Boone,
Campbell, Gallatin and Kenton.
As a savings and loan holding company, WFC is subject to regulation,
supervision and examination by the Office of Thrift Supervision of the United
States Department of the Treasury (the "OTS"). As an Ohio savings and loan
association, Winton is subject to regulation, supervision and examination by the
OTS, the FDIC and the Ohio Division of Financial Institutions (the "Division").
Winton is also a member of the FHLB of Cincinnati.
Forward-Looking Statements
When used in this Annual Report on Form 10-K, the words or phrases "will
likely result," "are expected to," "will continue," "is anticipated,"
"estimated," "projected," or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, including changes in economic conditions generally and in
Winton's market area, changes in policies by regulatory agencies, fluctuations
in interest rates, demand for loans in Winton's market area and competition.
Factors listed above could affect WFC's financial performance and could cause
WFC's actual results for future periods to differ materially from any statements
expressed with respect to future periods. See Exhibit 99 hereto, "Safe Harbor
Under the Private Securities Litigation Reform Act of 1995," which is
incorporated herein by reference.
WFC does not undertake, and specifically disclaims any obligation, to
revise publicly any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
Lending Activities
General. Winton's principal lending activity involves the origination of
conventional fixed-rate and variable-rate mortgage loans for the acquisition or
construction of one- to four-family residences located in Winton's primary
market area, and of nonresidential and multifamily loans, including construction
and permanent mortgage loans on condominiums, multi-unit properties and
commercial properties. Each of such loans is secured by a mortgage on the
underlying property. Winton also originates loans insured by the Federal Housing
Administration and guaranteed by the Veterans Administration, both of which
Winton sells into the secondary market. In addition to residential and
nonresidential real estate lending, Winton originates consumer loans, including
passbook, automobile, home improvement and home equity line of credit loans.
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<PAGE>
Loan Portfolio CompositionLoan Portfolio Composition. The following
table sets forth certain information concerning the composition of Winton's loan
portfolio at the dates indicated:
<TABLE>
<CAPTION>
At September 30,
2000 1999 1998
----- ----- -----
Amount % Amount % Amount %
------ --- ------ --- ------ ---
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Real estate loans:
One- to four-family (1) $223,698 53.8% $226,586 54.8% $189,915 54.1%
Multifamily 77,870 18.7 80,309 19.4 76,399 21.7
Land and lot 3,502 .8 4,546 1.1 5,941 1.7
Nonresidential 75,127 18.1 74,233 17.9 56,294 16.0
Construction loans (2) 37,638 9.1 32,655 7.9 30,066 8.6
Consumer and other loans (3) 15,241 3.7 11,709 2.8 8,403 2.4
------- ----- ------- ----- ------- -----
433,076 104.2 430,038 103.9 367,018 104.5
Less:
Loans in process (16,046) (3.9) (15,070) (3.6) (14,321) (4.1)
Deferred loan origination fees (583) (.1) (486) (.1) (411) (.1)
Allowance for loan losses (1,000) (.2) (932) (.2) (917) (.3)
------- ----- ------- ----- ------- -----
Total loans $415,447 100.0% $413,550 100.0% $351,369 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
-----------------------------
(1) Includes first and second mortgage loans, home equity lines of credit and
loans held for sale.
(2) Includes loans secured by one-to four-family, multifamily and
nonresidential real estate.
(3) Includes lines of credit that are available to businesses and that are
secured by assets other than real estate.
Loan Maturity. The following table sets forth certain information, as of
September 30, 2000, regarding the dollar amount of loans maturing in Winton's
portfolio based on their contractual terms to maturity, before giving effect to
net items. Demand loans, loans having no stated schedule of repayments or
without stated maturity and overdrafts are reported as due in one year or less.
<TABLE>
<CAPTION>
Due over Due over
3 years to 5 years to Due over
Due in Due in Due in 5 years after 10 years after 10 years after
2001 2002 2003 9/30/00 9/30/00 9/30/00 Total
------ ------ ------- ------------- -------------- -------------- -----
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Real estate loans:
One- to-four family (1) $17,365 $ 394 $ 689 $ 1,796 $17,293 $186,161 $223,698
Multifamily 1,740 10 2,034 435 10,270 63,381 77,870
Land and lot 263 250 263 1,713 78 935 3,502
Nonresidential 709 401 304 2,554 18,377 52,782 75,127
Construction loans (2) 35,320 1,439 - 879 - - 37,638
Consumer and other loans (3) 7,030 569 1,448 3,648 1,197 1,349 15,241
------ ----- ----- ------ ------ ------- ---------
Total $62,427 $3,063 $4,738 $11,025 $47,215 $304,608 $433,076
====== ===== ===== ====== ====== ======= ========
</TABLE>
-----------------------------
(1) Includes first and second mortgage loans, home equity lines of credit and
loans held for sale.
(2) Includes loans secured by one-to four-family, multifamily and
nonresidential real estate.
(3) Includes lines of credit that are available to businesses and that are
secured by assets other than real estate.
-3-
<PAGE>
The following table sets forth, at September 30, 2000, the dollar amount
of all loans, before net items, that have predetermined interest rates and
floating or adjustable interest rates:
<TABLE>
<CAPTION>
Predetermined Floating or
rates adjustable rates
------------- ----------------
(In thousands)
<S> <C> <C>
Real estate loans:
One- to-four family $152,202 $71,496
Multifamily 30,570 47,300
Land and lot 215 3,287
Nonresidential 54,862 20,265
Construction loans 22,793 14,845
Consumer and other loans 8,564 6,677
------- -------
Total $269,206 $163,870
======= =======
</TABLE>
One- to Four-Family Real Estate LoansOne- to Four-Family Residential
Real Estate Loans. The primary lending activity of Winton is the origination of
conventional loans secured by one- to four-family residential properties located
within Winton's primary market area. At September 30, 2000, a total of $223.7
million, or approximately 53.8%, of Winton's total loans consisted of one- to
four-family residential real estate loans. The outstanding balance of Winton's
largest one- to four-family real estate loan was $492,000 at September 30, 2000.
Subject to OTS regulations regarding safety and soundness, there are no
limits on the aggregate amount of assets Winton may invest in one- to
four-family loans. OTS regulations and Ohio law limit the amount which Winton
may lend to a single borrower in relationship to the appraised value of the real
estate and improvements thereon at the time of loan origination. In accordance
with such regulations, Winton makes loans on single-family residences up to 95%
of the value of the real estate and improvements (the "Loan-to-Value Ratio" or
"LTV"). Winton also makes loans over the 95% LTV, though most of those loans are
sold in the secondary market with recourse. Generally, Winton requires private
mortgage insurance and/or charges premium interest rates for loans over 80% LTV.
Winton offers fixed interest rates on its one- to four-family real
estate loans with terms of up to 30 years. Winton also offers mortgage loans
with adjustable interest rates ("ARMs") with adjustment periods of generally one
or three years. Winton determines the interest rates initially charged on ARMs
and the new rate at each adjustment date by adding a stated margin to the
one-year or three-year United States Treasury bill rate at the time it
originates the loan. Winton sets the initial interest rate for a three-year ARM
slightly higher than for the one-year ARM to compensate for the increased
exposure to risk resulting from interest-rate fluctuations during the adjustment
period. The maximum adjustment at each adjustment date for one-year ARMs is
usually 2%, with a maximum adjustment of 6% over the term of the loan. The
maximum adjustment on three-year ARMs presently originated by Winton is 2% at
each adjustment date, with a maximum adjustment of 6% over the life of the loan.
None of Winton's ARMs have negative amortization features.
The one- to four-family real estate mortgage loans offered by Winton are
usually originated for terms of 10 to 30 years. Due to the general long-term
nature of an investment in mortgage loans, such loans could have an adverse
effect upon the earnings spread of an association if such loans do not reprice
as quickly as the association's cost of funds. To minimize such effect, Winton
emphasizes the origination of ARMs. Furthermore, experience during recent years
reveals that, as a result of prepayments in connection with refinancings and
sales of the underlying properties, residential loans generally remain
outstanding for periods which are substantially shorter than the maturity of
such loans.
At September 30, 2000, Winton had nonperforming loans totaling $942,000
in its one- to four-family portfolio. Winton considers a loan nonperforming
when, in the opinion of management, the collection of additional interest on the
loan is unlikely, the loan meets non-accrual criteria as established by
regulatory authorities, or the loan is accruing interest but is more than 90
days past due.
-4-
<PAGE>
Multifamily Real Estate LoansMultifamily Residential Real Estate Loans.
Winton originates adjustable- and fixed-rate loans secured by multifamily
properties containing over four units. At September 30, 2000, a total of $77.9
million, or approximately 18.7%, of Winton's total loans consisted of
multifamily real estate loans. The outstanding balance of Winton's largest
multifamily real estate loan was $3.0 million at September 30, 2000.
Multifamily loans generally have terms of up to 25 years and a maximum
LTV of 80%. Adjustable-rate multifamily residential loans are currently made
with the same adjustment schedules, indexes and caps as for one- to four-family
residential ARMs, with a margin of 3% over the index.
Multifamily lending is generally considered to involve a higher degree
of risk than one- to four-family residential lending because the loan amounts
are larger and the borrower typically depends upon income generated by the
project to cover operating expenses and debt service. The profitability of a
project can be affected by economic conditions, government policies and other
factors beyond the control of the borrower. Winton attempts to reduce the risk
associated with multifamily lending by evaluating the credit-worthiness of the
borrower and the projected income from the project and by obtaining personal
guarantees on loans made to corporations and partnerships. Winton requires that
the borrower agrees to submit rent rolls and financial statements annually to
enable Winton to monitor the loan.
At September 30, 2000, Winton had no nonperforming loans in its
multifamily real estate portfolio.
Land and Lot Loans. Winton originates loans to individuals and to
builders secured by mortgages on unimproved developed real estate upon which
residential properties will be constructed. At September 30, 2000, a total of
$3.5 million, or approximately .8%, of Winton's total loans consisted of land
and lot loans. Ohio regulations limit the amount of any land and lot loan for a
single person to two percent of total assets of the association. The outstanding
balance of Winton's largest land and lot loan was $247,000, or .8% of Winton's
total assets, at September 30, 2000. A developed building lot loan is generally
made for a 20-year term with a five-year balloon payment of principal due upon
expiration of the loan term and generally a maximum LTV of 75%.
Loans on unimproved developed real estate are generally considered to be
subject to a higher degree of risk because the borrower typically depends on a
sale of the property or the later improvement of the property to cover debt
service. The ability to sell or develop unimproved real estate is affected by
economic conditions, government policies and other factors beyond the control of
the borrower. These risks are increased if the unimproved real estate is for an
entire subdivision rather than a single residential lot. Winton reviews the
viability of the unimproved real estate for improvement and sale and evaluates
the credit-worthiness of the borrowers for these loans.
At September 30, 2000, Winton had no nonperforming loans in its land and
lot loan portfolio.
Nonresidential Real Estate Loans. Winton originates real estate loans
secured by nonresidential real estate, including loans secured by retail, office
and other types of business facilities located in its primary market area. At
September 30, 2000, a total of $75.1 million, or approximately 18.1%, of
Winton's total loans consisted of nonresidential real estate loans. The
outstanding balance of Winton's largest nonresidential real estate loan was $2.1
million at September 30, 2000.
Federal regulations limit the amount of nonresidential mortgage loans
which an association may make to 400% of its capital and Ohio regulations limit
the amount of nonresidential loans which an association may make to 20% of total
assets. At September 30, 2000, Winton's nonresidential permanent mortgage loans
totaled 212.5% of Winton's capital and 16.1% of Winton's total assets.
In recent years, nonresidential real estate loans have been made
primarily on an adjustable-rate basis, with loan terms generally up to a maximum
of 25 years, although Winton has made a limited number of fixed-rate
nonresidential real estate loans during that period. Winton typically originates
these loans at a maximum 80% LTV. Adjustable-rate nonresidential real estate
loans have the same adjustment schedules, index and caps as the residential ARMs
described above in "One- to Four-Family Real Estate Loans."
-5-
<PAGE>
Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. If the cash flow on the property is
reduced, for example, as leases are not obtained or renewed, the borrower's
ability to repay may be impaired. Winton has endeavored to reduce such risk by
evaluating the credit history and past performance of the borrower, the location
of the real estate, the quality of the management constructing and operating the
property, the debt service ratio, the quality and characteristics of the income
stream generated by the property and appraisals supporting the property's
valuation.
At September 30, 2000, Winton had one nonperforming loans totaling
$220,000 in its nonresidential real estate portfolio.
Construction Loans. Winton offers residential construction loans both to
owner-occupants and to builders for homes being built under contract with
owner-occupants. To a very limited extent, Winton also makes construction loans
to persons constructing projects for investment purposes. At September 30, 2000,
a total of $37.6 million, or approximately 9.1%, of Winton's total loans
consisted of construction loans. The outstanding balance of Winton's largest
construction loan was $2.5 million at September 30, 2000.
Construction loans generally have terms ranging from 6 to 12 months at
fixed and adjustable rates of interest over the construction period.
Adjustable-rate construction loan products are adjusted based on changes to the
prime rate. Residential construction loans and nonresidential construction loans
are interim loans which are replaced by permanent fixed- or adjustable-rate
loans at the end of the construction period. Such permanent loans may or may not
be obtained from Winton.
Construction loans generally involve greater underwriting and default
risks than do loans secured by mortgages on existing properties due to the
concentration of principal in a limited number of loans and borrowers and the
effects of general economic conditions on real estate developments, developers,
managers and builders. In addition, such loans are more difficult to evaluate
and monitor. Winton advances loan funds upon the security of the project under
construction, which is more difficult to value before the completion of
construction. Moreover, because of the uncertainties inherent in estimating
construction costs, it is relatively difficult to evaluate accurately the LTVs
and the total loan funds required to complete a project. In the event a default
on a construction loan occurs and foreclosure follows, Winton would have to take
control of the project and attempt either to arrange for completion of
construction or dispose of the unfinished project. Almost all of Winton's
construction loans are secured by properties in its primary market area. The
economy of such lending area has been relatively stable over the three years
ended September 30, 2000.
At September 30, 2000, Winton had no nonperforming loans in its
construction loan portfolio.
Consumer Loans. Winton originates various types of consumer loans,
including loans made to depositors on the security of their savings deposits,
automobile loans, commercial loans, loans secured by stocks of publicly-traded
companies, lines of credit to businesses secured by non-real estate assets and
unsecured personal loans. At September 30, 2000, a total of $15.2 million, or
3.7%, of Winton's total loans consisted of consumer loans. The outstanding
balance of Winton's largest consumer loan was $540,000 at September 30, 2000.
Ohio regulations limit the amount of consumer loans which an association
may make to 20% of total assets. At September 30, 2000, Winton's consumer loans
represented approximately 3.3% of Winton's total assets.
Consumer loans are generally made at fixed rates of interest consistent
with the market rate for the type of collateral offered as security and for
terms of from 90 days to five years.
Consumer loans, particularly consumer loans that are unsecured or are
secured by rapidly depreciating assets such as automobiles and mobile homes,
entail greater risk than residential loans. Repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the
outstanding loan balance. The risk of default on consumer loans increases during
periods of recession, high unemployment and other adverse economic conditions.
At September 30, 2000, Winton had three nonperforming loans totaling
$65,000 in its consumer loan portfolio.
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<PAGE>
Loan Solicitation and Processing. Winton develops loan originations from
a number of sources, including commissioned loan originators, loan brokers,
continuing business with depositors, other borrowers and real estate developers,
solicitations by Winton's directors, officers and lending staff and walk-in
customers.
Winton's loan personnel take all loan applications for permanent
mortgage loans. Winton obtains a credit report, verification of employment and
other documentation concerning the credit-worthiness of the borrower. Generally,
an independent fee appraiser approved by the Board of Directors will prepare an
appraisal of the fair market value of the real estate which will be given as
security for the loan. An environmental study is conducted only if the appraiser
or management has reason to believe that an environmental problem may exist. For
multifamily and nonresidential mortgage loans, Winton generally requires a
personal guarantee. Winton also obtains information with respect to prior
projects completed by the borrower. Upon the completion of the appraisal and the
receipt of information on the borrower, the application for a loan is submitted
either to the Loan Committee and/or the Board of Directors or to the secondary
market for approval or rejection. Any loan applications which are not accepted
by the secondary market are reviewed and accepted or rejected by Winton's Loan
Committee.
If a mortgage loan application is approved, Winton obtains an attorney's
opinion of title or a title insurance policy on the real estate which will
secure the mortgage loan. Winton requires borrowers to carry fire and casualty
insurance and flood insurance, if applicable, and to name Winton as an insured
mortgagee.
The procedure for approval of construction loans is the same as for
permanent mortgage loans, except that an appraiser evaluates the building plans,
construction specifications and estimates of construction costs. Winton also
evaluates the feasibility of the proposed construction project and the
experience and record of the builder.
Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.
Winton's loans carry provisions that the entire balance of the loan is
due upon sale of the property securing the loan.
Loan Originations, Purchases and Sales. Winton has been actively
originating new 30-year, 20-year and 15-year fixed-rate and adjustable-rate
loans. Most residential fixed-rate loans made by Winton are originated on
documentation which will permit a possible sale of such loans to the Federal
Home Loan Mortgage Corporation ("FHLMC") or other secondary mortgage market
participants. When Winton sells to the FHLMC or other secondary mortgage market
participants, Winton generally releases servicing rights, but occasionally
Winton retains the servicing on such loans by collecting monthly payments of
principal and interest and forwarding such payments to the FHLMC or other
secondary mortgage market participants, net of a servicing fee.
Winton sold $50.7 million of fixed-rate loans during fiscal 2000,
compared to sales of $99.3 million in fiscal 1999 and $104.7 million in fiscal
1998.
From time to time, Winton sells participation interests in mortgage
loans originated by Winton or purchases participation interests in loans
originated by other lenders. During the fiscal years ended September 30, 2000,
1999 and 1998, Winton sold participation interests in loans totaling $903,000,
$2.7 million and $6.7 million, respectively. Winton held participations in loans
originated by other lenders of approximately $3.0 million at September 30, 2000.
Loans in which Winton purchases participation interests must meet or exceed the
underwriting standards for the loans which Winton originates.
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<PAGE>
The following table presents Winton's mortgage loan origination,
purchase, sale and principal repayment activity for the periods indicated:
<TABLE>
<CAPTION>
Year ended September 30,
2000 1999 1998
----- ----- -----
Amount % Amount % Amount %
------ --- ------ --- ------ ---
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Loans originated:
Real estate loans:
One- to four-family:
Fixed-rate $ 39,948 26.5% $146,704 51.2% $124,509 50.5%
Adjustable-rate 15,303 10.1 17,475 6.1 18,168 7.4
FHA/VA 6,258 4.1 5,518 1.9 3,478 1.4
Multifamily:
Fixed-rate loans 344 .2 15,477 5.4 15,455 6.3
Adjustable-rate 7,097 4.7 7,954 2.8 13,886 5.6
Nonresidential, land and lot:
Fixed-rate 4,641 3.1 15,978 5.6 16,879 6.8
Adjustable-rate 6,423 4.3 7,129 2.5 6,058 2.5
Construction loans 34,678 23.0 42,843 14.9 31,337 12.7
Consumer and other loans (1) 36,147 24.0 27,414 9.6 16,653 6.8
------- ----- ------- ----- ------- -----
Total loans originated $150,839 100.0% $286,492 100.0% $246,423 100.0%
======= ===== ======= ===== ======= =====
Loans sold:
Loans 50,746 98.3 $99,255 97.3% $104,704 94.0%
Participations 903 1.7 2,730 2.7 6,729 6.0
------- ----- ------- ----- ------- -----
Total $ 51,649 100.0% $101,985 100.0% $111,433 100.0%
======= ===== ======= ===== ======= =====
Principal repayments on loans $ 97,218 $122,174 $101,551
======= ======= =======
</TABLE>
----------------------------
(1) Consists primarily of auto and line of credit disbursements and change in
loans in process.
Federal Lending Limit. OTS regulations impose a lending limit on the
aggregate amount that a savings association can lend to one borrower to an
amount equal to 15% of the association's total capital for risk-based capital
purposes plus any loan reserves not already included in total capital (the
"Lending Limit Capital"). A savings association may lend to one borrower an
additional amount not to exceed 10% of the association's Lending Limit Capital,
if the additional amount is fully secured by certain forms of "readily
marketable collateral." Real estate is not considered "readily marketable
collateral." In applying this limit, the regulations require that loans to
certain related or affiliated borrowers be aggregated. An exception to this
limit permits loans of any type to one borrower of up to $500,000. In addition,
the OTS, under certain circumstances, may permit exceptions to the lending limit
on a case-by-case basis. Based on the 15% limit, Winton was able to lend
approximately $5.4 million to one borrower at September 30, 2000. Winton had no
outstanding loans in excess of such limit at September 30, 2000.
Loan Origination and Other FeesLoan Origination and Other Fees. Winton
realizes loan origination fee and other fee income from its lending activities
and also realizes income from late payment charges, application fees, and fees
for other miscellaneous services. Loan origination fees and other fees are a
volatile source of income, varying with the volume of lending, loan repayments
and general economic conditions. All nonrefundable loan origination fees and
certain direct loan origination costs are deferred and recognized, in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 91, as an
adjustment to yield over the life of the related loan.
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<PAGE>
Delinquent Loans, Nonperforming Assets and Classified AssetsDelinquent
Loans, Non-performing Assets and Classified Assets. Winton attempts to minimize
loan delinquencies through the assessment of late charges and adherence to its
established collection procedures. After a mortgage loan payment is 15 days
delinquent, Winton assesses a late charge of 5% of the amount of the payment and
contacts the borrower by mail or phone to request payment. In certain limited
instances, Winton may modify the loan or grant a limited moratorium on loan
payments to enable the borrower to reorganize the borrower's financial affairs.
If the loan continues in a delinquent status for 90 days or more, Winton
generally will initiate foreclosure proceedings.
Real estate acquired by Winton as a result of foreclosure or by deed in
lieu of foreclosure is classified as "real estate owned" until it is sold. When
Winton acquires such property, Winton records the property at the lower of the
loan's unpaid principal balance or fair value at the date of foreclosure less
estimated selling expenses. Periodically, Winton reviews its real estate owned
to ensure that fair value is not less than carrying value. Any allowance
resulting from the review is charged to earnings as a provision for losses on
real estate acquired through foreclosure. All costs incurred from the date of
acquisition are expensed in the period paid.
The following table reflects the amount of loans in delinquent status as
of the dates indicated:
<TABLE>
<CAPTION>
At September 30,
2000 1999 1998 1997 1996
------ ------ ------ ------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans delinquent
30 to 59 days $3,911 $6,259 $7,153 $2,730 $3,620
60 to 89 days 1,107 384 720 913 1,024
90 or more days 1,227 246 1,144 599 1,845
----- ----- ----- ----- -----
Total delinquent loans $6,245 $6,889 $9,017 $4,242 $6,489
===== ===== ===== ===== =====
Ratio of total delinquent loans to total loans (1) 1.44% 1.60% 2.46% 1.33% 2.23%
==== ==== ==== ==== ====
</TABLE>
-----------------------------
(1) Includes loans held for sale.
Winton reviews all delinquent loans on a regular basis and places loans
on non-accrual status when, in the opinion of management, the collection of
additional interest is doubtful. Winton places residential mortgage loans on
non-accrual status when either principal or interest is considered
uncollectible. Consumer loans generally are charged off when the loan becomes
over 120 days delinquent. Nonresidential real estate loans are evaluated for
non-accrual status when the loan is 90 days or more past due. Interest accrued
and unpaid at the time a loan is placed on non-accrual status is charged against
interest income. Subsequent payments are either applied to the outstanding
principal balance or recorded as interest income, depending on the assessment of
the ultimate collectibility of the loan. The amount of interest which would have
been earned on nonaccruing loans, had such loans been current, for the year
ended September 30, 2000, was approximately $39,000.
-9-
<PAGE>
The following table sets forth information with respect to Winton's
nonperforming assets for the periods indicated. During the periods shown, Winton
had no restructured loans within the meaning of SFAS No. 15. In addition, as of
September 30, 2000, Winton had no loans which were not reflected in the table as
non-accrual, 90 days past due or restructured, which may become so in the near
future because management has concerns as to the ability of the borrowers to
comply with repayment terms.
<TABLE>
<CAPTION>
At September 30,
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans accounted for on a non-accrual
basis:(1)
Real estate loans:
Residential $ 353 104 150 264 1,416
Nonresidential 220 - - 179 57
Construction loans - - 859 - -
Consumer and other loans - - - - 3
----- --- ----- --- -----
Total 573 104 1,009 443 1,476
Accruing loans which are contractually
past due 90 days or more:
Real estate loans:
Residential 589 96 127 154 173
Nonresidential - - - - 182
Consumer and other loans 65 46 8 2 14
----- --- ----- --- -----
Total 654 142 135 156 369
----- --- ----- --- -----
Total of non-accrual and 90 days past
due loans $1,227 $246 $1,144 $599 $1,845
===== === ===== === =====
Percentage of total loans .28% .06% .31% .19% .63%
=== === === === ===
Other nonperforming assets(2) $ 716 $492 $ 595 $647 $ 745
===== === ===== === =====
</TABLE>
----------------------------
(1) Non-accrual status denotes loans on which, in the opinion of management,
the collection of additional interest is unlikely, or loans that meet
non-accrual criteria as established by regulatory authorities. 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) Consists of real estate acquired through foreclosure and other repossessed
assets that are carried at the lower of cost or fair value less estimated
selling expenses.
OTS regulations require that each thrift institution classify its assets
on a regular basis. Problem assets are classified as "substandard," "doubtful"
or "loss." "Substandard" assets have one or more defined weaknesses and are
characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. "Doubtful" assets have
the same weaknesses as "substandard" assets, with the additional characteristics
that (i) the weaknesses make collection or liquidation in full on the basis of
currently existing facts, conditions and values questionable and (ii) there is a
high possibility of loss. An asset classified "loss" is considered uncollectible
and of such little value that its continuance as an asset of the institution is
not warranted. The regulations also contain a "special mention" category,
consisting of assets which do not currently expose an institution to a
sufficient degree of risk to warrant classification, but which possess credit
deficiencies or potential weaknesses deserving management's close attention. At
September 30, 2000, Winton had approximately $481,000 of loans designated as
special mention.
Generally, Winton classifies as "substandard" all loans that are
delinquent more than 60 days, unless management believes the delinquency status
is short-term due to unusual circumstances. Loans delinquent fewer than 60 days
may also be classified if the loans have the characteristics described above
rendering classification appropriate. At September 30, 2000, Winton's classified
assets consisted of substandard assets in the amount of approximately $3.2
million.
-10-
<PAGE>
Federal examiners are authorized to classify an association's assets. If
an association does not agree with an examiner's classification of an asset, the
association may appeal the classification to the appropriate Regional Director
of the OTS. Winton had no disagreements with the examiners regarding the
classification of assets at the time of the last examination.
OTS regulations require that Winton establish prudent general allowances
for loan losses for any loan classified as substandard or doubtful. If an asset,
or portion thereof, is classified as loss, the association must either establish
specific allowances for losses in the amount of 100% of the portion of the asset
classified loss, or charge off such amount.
Allowance for Loan LossesAllowance for Loan Losses. The Board of
Directors reviews on a quarterly basis the allowance for loan losses as it
relates to a number of relevant factors, including, but not limited to, trends
in the level of nonperforming assets and classified loans, current and
anticipated economic conditions in the primary lending area, past loss
experience and possible losses arising from specific problem assets. To a lesser
extent, management also considers loan concentrations to single borrowers and
changes in the composition of the loan portfolio. While the Board of Directors
believes that it uses the best information available to determine the allowance
for loan losses, unforeseen market conditions could result in adjustments. Net
earnings could be significantly affected by these adjustments if circumstances
differ substantially from the assumptions used in making the final
determination. At September 30, 2000, Winton's allowance for loan losses totaled
$1.0 million.
The following table sets forth an analysis of Winton's allowance for
loan losses for the periods indicated.
<TABLE>
<CAPTION>
Year ended September 30,
2000 1999 1998 1997 1996
------ ------- ------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 932 $917 $905 $954 $764
Charge-offs:
Real estate loans:
One- to four-family (75) (48) (64) (72) (71)
Multifamily and nonresidential (8) (35) - - (12)
Construction loans - (81) (4) - -
Consumer loans (41) (24) (8) (5) (10)
----- --- --- --- ---
Total (124) (188) (76) (77) (93)
Total recoveries 67 43 2 22 4
----- --- --- --- ---
Net charge-offs (57) (145) (74) (55) (89)
Provision for loan losses 125 160 86 6 279
----- --- --- --- ---
Balance at end of period $1,000 $932 $917 $905 $954
===== === === === ===
Ratio of net charge-offs during the
period to average loans
outstanding during the period (1) .01% .04% .02% .02% .03%
=== === === === ===
</TABLE>
--------------------------
(1) During the respective periods there were $420.0 million, $382.7 million,
$342.1 million, $302.5 million and $260.6 million in average loans
outstanding.
-11-
<PAGE>
The following table provides an allocation of Winton's allowance for
loan losses as of each of the following dates:
<TABLE>
<CAPTION>
At September 30,
2000 1999 1998 1997 1996
------ ------ ------ ------ ------
(In thousands)
<S> <C> <C> <C> <C> <C>
Specific allowances
One- to four-family $ - $ 48 $ 53 $ 40 $ 80
Commercial - - - 24 25
----- --- --- --- ---
Total specific allowances - 48 53 64 105
General allowances Real estate loans:
One- to four-family 455 379 396 388 405
Multifamily and nonresidential 208 375 350 346 339
Construction and development loans
203 15 10 - -
Consumer loans 125 110 100 100 100
Commercial 9 5 8 7 5
----- --- --- --- ---
Total general allowances 1,000 884 864 841 849
----- --- --- --- ---
Total allowance for possible loan
losses $1,000 $932 $917 $905 $954
===== === === === ===
</TABLE>
Investment ActivitiesInvestment Activities
OTS regulations require that Winton maintain a minimum amount of liquid
assets, which may be invested in U.S. Treasury obligations, securities of
various federal agencies, certificates of deposit at insured banks, bankers'
acceptances and federal funds. Winton is also permitted to make investments in
certain commercial paper, corporate debt securities rated in one of the four
highest rating categories by one or more nationally recognized statistical
rating organizations, and mutual funds, as well as other investments permitted
by federal regulations. See "REGULATION."
The following table presents the amortized cost and market values of
Winton's investment securities, including those designated as available for
sale, at the dates indicated:
<TABLE>
<CAPTION>
September 30,
2000 1999 1998
---- ---- ----
Amortized Market Amortized Market Amortized Market
Cost Value Cost Value Cost Value
--------- ------ --------- ------ --------- ------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Held to maturity:
U.S. government and agency
obligations $15,757 $15,661 $16,882 $16,774 $14,858 $15,185
Available for sale:
U.S. government and agency
obligations 3,505 3,495 4,491 4,528 4,587 4,855
Corporate equity securities 103 778 103 975 103 724
------ ------ ------ ------ ------ ------
3,608 4,273 4,594 5,503 4,690 5,579
------ ------ ------ ------ ------ ------
Total $19,365 $19,934 $21,476 $22,277 $19,548 $20,764
====== ====== ====== ====== ====== ======
</TABLE>
-12-
<PAGE>
The following table presents the contractual maturities or terms to
repricing of U.S. Government and agency obligations at carrying value and the
weighted-average yields at September 30, 2000:
<TABLE>
<CAPTION>
Maturing within Maturing within
one year after one to five years
September 30, 2000 after September 30, 2000 Total
------------------ ------------------------ ------------------------
Amortized Average Amortized Average Amortized Average
Cost Yield Cost Yield Cost Yield
--------- ------- --------- ------- --------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Held to maturity $7,656 5.39% $ 8,101 5.81% $15,757 5.61%
Available for sale - - 3,505 6.06 3,505 6.06
----- ---- ------ ---- ------ ----
Total $7,656 5.39% $11,606 5.88% $19,262 5.69%
===== ==== ====== ==== ====== ====
</TABLE>
Winton maintains a portfolio of mortgage-backed pass-through securities
in the form of FHLMC, Federal National Mortgage Association ("FNMA") and
Government National Mortgage Association ("GNMA") participation certificates.
Mortgage-backed pass-through securities generally entitle Winton to receive a
portion of the cash flows from an identified pool of mortgages and gives Winton
an interest in the pool of mortgages. FHLMC, FNMA and GNMA securities are each
guaranteed by their respective agencies as to principal and interest.
Winton has also invested in collateralized mortgage obligations
("CMOs"). CMOs are mortgage derivative products, secured by an underlying pool
of mortgages. Winton has no ownership interest in the mortgages, except to the
extent they serve as collateral. Payment streams from the mortgages serving as
collateral are reconfigured with varying terms and timing of payment to the CMO
investor. Though they can be used for hedging and investment, CMOs can expose
investors to higher risk of loss than direct investments in mortgage-backed
pass-through securities, particularly with respect to price volatility and the
lack of a broad secondary market in such securities. The OTS has deemed certain
CMOs and other mortgage derivative products to be "high-risk." None of Winton's
CMOs are in such "high-risk" category.
Although mortgage-backed securities and CMOs generally yield less than
individual loans originated by Winton, they present less credit risk because
mortgage-backed securities are guaranteed as to principal repayment by the
issuing agency and CMOs are secured by the underlying collateral. Because CMOs
and other mortgage-backed securities have a lower yield relative to current
market rates, however, retention of such investments could adversely affect
Winton's earnings, particularly in a rising interest rate environment. Although
CMOs and other mortgage-backed securities designated as available for sale are a
potential source of liquid funds for loan originations and deposit withdrawals,
the prospect of a loss on the sale of such investments limits the usefulness of
CMO investments for liquidity purposes.
In addition, Winton has purchased adjustable-rate mortgage-backed
securities and CMOs as part of its effort to reduce its interest rate risk. In a
period of declining interest rates, Winton is subject to prepayment risk on such
adjustable-rate mortgage-backed securities and CMOs. Winton attempts to mitigate
this prepayment risk by purchasing mortgage-backed securities. If interest rates
rise in general, the interest rates on the loans backing the mortgage-backed
securities and CMOs will also adjust upward, subject to the interest rate caps
in the underlying adjustable-rate mortgage loans. However, Winton is still
subject to interest rate risk on such securities if interest rates rise faster
than the 1% to 2% maximum annual interest rate adjustments on the underlying
loans.
-13-
<PAGE>
The following table sets forth certain information regarding Winton's
investment in mortgage-backed securities at the dates indicated:
<TABLE>
<CAPTION>
At September 30, 2000 At September 30, 1999
---------------------------------------------- -------------------------------------------
Gross Gross Gross Gross
Amortized unrealized unrealized Estimated Amortized unrealized unrealized Estimated
cost gains losses fair value cost gains losses fair value
--------- ---------- ---------- ---------- --------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mortgage-backed securities held
to maturity:
FHLMC participation $ 3,843 $ 2 $(150) $ 3,695 $ 4,589 $ 9 $(228) $ 4,370
certificates
FNMA participation 3,604 - (126) 3,478 3,995 - (180) 3,815
certificates
GNMA participation 536 5 (8) 533 655 10 (7) 658
certificates
CMOs 4,284 - (140) 4,144 4,294 - (79) 4,215
------ --- ---- ------ ------ --- ---- ------
12,267 7 (424) 11,850 13,533 19 (494) 13,058
Mortgage-backed securities
available for sale:
GNMA participation 342 3 - 345 403 7 - 410
------ --- ---- ------ ------ --- ---- ------
certificates
$12,609 $ 10 $(424) $12,195 $13,936 $ 26 $(494) $13,468
====== === ==== ====== ====== === ==== ======
</TABLE>
The combined amortized cost of mortgage-backed and related securities
designated as held to maturity or available for sale at September 30, 2000 and
1999, by contractual terms to maturity are shown below. Actual maturities may
differ from contractual maturities because borrowers generally may prepay
obligations without prepayment penalties. Also, the timing of cash flows will be
affected by management's intent to sell securities designated as available for
sale under certain economic conditions.
<TABLE>
<CAPTION>
Amortized cost at Amortized cost at
September 30, 2000 September 30, 1999
------------------- ------------------
(In thousands)
<S> <C> <C>
Due within three years $ 3 $ 7
Due after three years through five years 430 449
Due after five years through ten years 151 186
Due after ten years through twenty years 3,852 3,754
Due after twenty years 8,173 9,540
------ ------
$12,609 $13,936
====== ======
</TABLE>
Deposits and BorrowingsDeposits and Borrowings
General. Deposits have traditionally been the primary source of Winton's
funds for use in lending and other investment activities. In addition to
deposits, Winton derives funds from interest payments and principal repayments
on loans and mortgage-backed securities, advances from the FHLB, income on
earning assets, service charges and gains on the sale of assets. Loan payments
are a relatively stable source of funds, while deposit inflows and outflows
fluctuate more in response to general interest rates and money market
conditions. FHLB advances are used on a short-term basis to compensate for
reductions in the availability of funds from other sources or on a longer term
basis for general business purposes.
Deposits. Historically, deposits have been attracted principally from
within Winton's primary market area through the offering of a broad selection of
deposit instruments, including negotiable order of withdrawal ("NOW") accounts,
regular passbook savings accounts, term certificate accounts and individual
retirement accounts. In the recent past Winton has utilized the services of
deposit brokers to market certificates of deposit. At September 30, 2000, the
total amount of brokered deposits equaled approximately $21.6 million, or 7.0%,
of total deposits.
-14-
<PAGE>
Interest rates paid, maturity terms, service fees and withdrawal
penalties for the various types of accounts are established periodically by
management of Winton based on Winton's liquidity requirements, growth goals and
interest rates paid by competitors. In a rising interest rate environment,
Winton attempts to manage its interest rate risk by lengthening the term to
maturity or repricing of more of its deposit liabilities.
At September 30, 2000, Winton's certificates of deposit totaled $233.0
million, or 75.2% of total deposits. Of such amount, approximately $138.5
million in certificates of deposit mature within one year. Based on past
experience and Winton's prevailing pricing strategies, management believes that
a substantial percentage of such certificates will renew with Winton at
maturity, although brokered deposits are less likely to renew than other
certificates of deposit. If there is a significant deviation from historical
experience, Winton can, to a limited extent, utilize additional borrowings from
the FHLB as an alternative to this source of funds. See "Borrowings" and
"REGULATION - Federal Home Loan Banks."
During fiscal 2000, 1999 and 1998, Winton offered certificates of
deposit with terms from six months to five years at rates which adjust monthly
with designated market indices, which were the six month CD resale rate or the
three-year Treasury rate. Approximately $12.0 million of these certificates of
deposit were outstanding at September 30, 2000. Because these certificates of
deposit are market rate sensitive, they increase Winton's interest rate risk.
See "Asset/Liability Management."
The following table sets forth the dollar amount of deposits in the
various types of savings programs offered by Winton at September 30, 2000:
<TABLE>
<CAPTION>
Percent
of total
Amount deposits
------ --------
(In thousands)
<S> <C> <C>
Transaction accounts:
Passbook accounts (1) $ 55,946 18.05%
Christmas Club accounts (2) 237 .08
NOW accounts (3) 20,703 6.68
------- ------
Total transaction accounts 76,886 24.81
Certificates of deposit (4):
2.00 - 3.99% 559 .18
4.00 - 5.99% 80,201 25.88
6.00 - 7.99% 152,234 49.13
8.00 - 9.99% 9 -
------- ------
Total certificates of deposit 233,003 75.19
------- ------
Total deposits $309,889 100.00%
======= ======
</TABLE>
-----------------------------
(1) Winton's weighted average interest rate on passbook accounts fluctuates
with the general movement of interest rates. The weighted average
interest rate on passbook accounts was 3.41% at September 30, 2000.
(2) Winton's weighted average interest rate paid on Christmas Club accounts
fluctuates with the general movement of interest rates. The weighted
average rate on club accounts was 3.20% at September 30, 2000.
(3) Winton's weighted average interest rate paid on NOW accounts fluctuates
with the general movement of interest rates. The weighted average rate
on NOW accounts was 1.11% at September 30, 2000.
(4) Includes Individual Retirement Accounts and jumbo certificates of
deposit (those with balances in excess of $100,000). Terms of
certificates of deposit offered range from 30 days to 15 years, with the
average accounts ranging from 90 days to five years.
-15-
<PAGE>
The following table shows rate and maturity information for Winton's
certificates of deposit as of September 30, 2000:
<TABLE>
<CAPTION>
Amount Due
Over Over
Up to 1 year to 2 years to Over
Rate one year 2 years 3 years 3 years Total
---- -------- --------- ---------- ------- -----
(In thousands)
<S> <C> <C> <C> <C> <C>
2.00 - 3.99% $ 405 $ 124 $ - $ 30 $ 559
4.00 - 5.99 56,472 16,868 4,646 2,215 80,201
6.00 - 7.99 81,609 51,744 13,031 5,850 152,234
8.00 - 9.99 - - - 9 9
------- ------ ------ ----- -------
Total certificates of
deposit $138,486 $68,736 $17,677 $8,104 $233,003
======= ====== ====== ===== =======
</TABLE>
The following table presents the amount of Winton's certificates of
deposit of $100,000 or more, by the time remaining until maturity at September
30, 2000:
<TABLE>
<CAPTION>
Maturity At September 30, 2000
-------- ---------------------
(In thousands)
<S> <C>
Three months or less $12,979
Over 3 months to 6 months 9,337
Over 6 months to 12 months 16,023
Over twelve months 23,710
------
Total $62,049
======
</TABLE>
BorrowingsBorrowings. During the year ended September 30, 2000, WFC's
borrowings consisted of FHLB advances and a $2.0 million loan with a
correspondent bank. The following table sets forth the maximum amount of WFC's
FHLB advances and other borrowings outstanding at any month-end, during the
periods shown, and the average aggregate balances of FHLB advances for such
periods:
<TABLE>
<CAPTION>
Year ended September 30,
2000 1999 1998
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Maximum amount of FHLB advances and other borrowings $132,056 $116,532 $87,129
======= ======= ======
Average amount of FHLB advances and other borrowings
outstanding during period $120,239 $90,365 $68,824
======= ====== ======
</TABLE>
The following table sets forth certain information as to Winton's FHLB
advances and other borrowings at the dates indicated:
<TABLE>
<CAPTION>
At September 30,
2000 1999 1998
---- ---- ----
(In thousands)
<S> <C> <C> <C>
FHLB advances and other borrowings $115,720 $116,532 $67,404
======= ======= ======
Weighted average interest cost of FHLB advances and other
borrowings during period based on month end balances 6.33% 5.62% 5.89%
==== ==== ====
</TABLE>
-16-
<PAGE>
Competition
Winton competes for deposits with other savings associations, commercial
banks and credit unions and with the issuers of commercial paper and other
securities, such as shares in money market mutual funds. The primary factors in
competing for deposits are interest rates and convenience of office location. In
making loans, Winton competes with other savings associations, commercial banks,
consumer finance companies, credit unions, leasing companies, mortgage brokers
and other lenders. Winton competes for loan originations primarily through the
interest rates and loan fees it charges and through the efficiency and quality
of services it provides to borrowers. Competition is affected by, among other
things, the general availability of lendable funds, general and local economic
conditions, current interest rate levels and other factors which are not readily
predictable.
The size of financial institutions competing with Winton is likely to
increase as a result of changes in statutes and regulations eliminating various
restrictions on interstate and inter-industry branching and acquisitions. Such
increased competition may have an adverse effect upon Winton.
Subsidiary Activities
Winton has no subsidiaries. WFC's only subsidiary is Winton.
PersonnelPersonnel
As of September 30, 2000, Winton had 103 full-time equivalent employees.
Winton believes that relations with its employees are good. Winton offers
health, disability, life and dependent care benefits. None of the employees of
Winton are represented by a collective bargaining unit.
REGULATION
General
WFC is a savings and loan holding company within the meaning of the
Home Owners Loan Act, as amended (the "HOLA"). Consequently, WFC is subject to
regulation, examination and oversight by the OTS and must submit periodic
reports to the OTS concerning its activities and financial condition. In
addition, as a corporation organized under Ohio law, WFC is subject to
provisions of the Ohio Revised Code applicable to corporations generally.
As an Ohio savings and loan association, Winton is subject to
regulation, examination and oversight by the Superintendent of the Division (the
"Ohio Superintendent"). Because Winton's deposits are insured by the FDIC,
Winton also is subject to regulatory oversight by the FDIC. Winton must file
periodic reports with the OTS concerning its activities and financial condition.
Examinations are conducted periodically by federal and state regulators to
determine whether Winton is in compliance with various regulatory requirements
and is operating in a safe and sound manner. Winton is a member of the FHLB and
is subject to certain regulations promulgated by the Board of Governors of the
Federal Reserve System (the "FRB").
On November 12, 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was
enacted into law. The GLB Act repealed prior laws that had generally prevented
banks from affiliating with securities and insurance firms and made other
significant changes in financial services in which various types of financial
institutions may engage.
Prior to the GLB Act, unitary savings and loan holding companies which
met certain requirements were the only financial institution holding companies
that were permitted to engage in any type of business activity, whether or not
the activity was a financial service. The GLB Act continues those broad powers
for unitary thrift holding companies in existence on May 4, 1999, including WFC.
Any thrift holding company formed after May 4, 1999, however, will be subject to
-17-
<PAGE>
the same restrictions as multiple thrift holding companies, which generally are
limited to activities that are considered incidental to banking. The GLB Act
authorizes a new "financial holding company," which can own banks and thrifts
and which is also permitted to engage in a variety of financial activities,
including insurance and securities underwriting and agency activities, as long
as the depository institutions it owns are well capitalized, well managed and
meet certain other tests.
The GLB Act is not expected to have a material effect on the activities
in which WFC and Winton currently engage, except to the extent that competition
with other types of financial institutions may increase as they engage in
activities not permitted prior to enactment of the GLB Act.
Ohio Corporation Law
Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code
regulates certain takeover bids affecting certain public corporations which have
significant ties to Ohio. This statute prohibits, with some exceptions, any
merger, combination or consolidation and any of certain other sales, leases,
distributions, dividends, exchanges, mortgages or transfers between an Ohio
corporation and any person who has the right to exercise, alone or with others,
10% or more of the voting power of such corporation (an "Interested
Shareholder"), for three years following the date on which such person first
becomes an Interested Shareholder. Such a business combination is permitted only
if, prior to the time such person first becomes an Interested Shareholder, the
Board of Directors of the issuing corporation has approved the purchase of
shares which resulted in such person first becoming an Interested Shareholder.
After the initial three-year moratorium, such a business combination
may not occur unless (1) one of the specified exceptions applies, (2) the
holders of at least two-thirds of the voting shares, and of at least a majority
of the voting shares not beneficially owned by the Interested Shareholder,
approve the business combination at a meeting called for such purpose, or (3)
the business combination meets certain statutory criteria designed to ensure
that the issuing public corporation's remaining shareholders receive fair
consideration for their shares.
An Ohio corporation may, under certain circumstances, "opt out" of the
statute by specifically providing in its articles of incorporation that the
statute does not apply to any business combination of such corporation. However,
the statute still prohibits for twelve months any business combination that
would have been prohibited but for the adoption of such an opt-out amendment.
The statute also provides that it will continue to apply to any business
combination between a person who became an Interested Shareholder prior to the
adoption of such an amendment as if the amendment had not been adopted. Neither
WFC nor Winton has opted out of the protection afforded by Chapter 1704.
Control Share Acquisition. Section 1701.831 of the Ohio Revised Code
(the "Control Share Acquisition Statute") requires that, with certain
exceptions, acquisitions of voting securities which would result in the
acquiring shareholder owning 20%, 33-1/3% or 50% of the outstanding voting
securities of an Ohio corporation (a "Control Share Acquisition") must be
approved in advance by the holders of at least a majority of the outstanding
voting shares of such corporation represented at a meeting at which a quorum is
present and a majority of the portion of the outstanding voting shares
represented at such a meeting excluding the voting shares owned by the acquiring
shareholder, by certain other persons who acquire or transfer voting shares
after public announcement of the acquisition or by certain officers of the
corporation or directors of the corporation who are employees of the
corporation. The Control Share Acquisition Statute was intended, in part, to
protect shareholders of Ohio corporations from coercive tender offers.
Takeover Bid Statute. Ohio law provides that an offeror may not make a
tender offer or request or invitation for tenders that would result in the
offeror beneficially owning more than ten percent of any class of the target
company's equity securities unless such offeror files certain information with
the Ohio Division of Securities (the "Securities Division") and provides such
information to the target company and the offerees within Ohio. The Securities
Division may suspend the continuation of the control bid if the Securities
Division determines that the offeror's filed information does not provide full
disclosure to the offerees of all material information concerning the control
bid. The statue also provides that an offeror may not acquire any equity
security of a target company within two years of the offeror's previous
acquisition of any equity security of the same target company pursuant to a
control bid unless the Ohio offerees may sell such security to the offeror on
substantially the same terms as provided by the previous control bid. The
statute does not apply to a transaction if either the offeror or the target
company is a savings and loan holding company and the proposed transaction
requires federal regulatory approval.
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Ohio Savings and Loan Regulation
The Ohio Superintendent is responsible for the regulation and
supervision of Ohio savings and loan associations in accordance with the laws of
the State of Ohio and imposes assessments on Ohio associations based on their
asset size to cover the costs of supervision and examination. Ohio law
prescribes the permissible investments and activities of Ohio savings and loan
associations, including the types of lending that such associations may engage
in and the investments in real estate, subsidiaries and corporate or government
securities that such associations may make. The ability of Ohio associations to
engage in these state-authorized investments and activities is subject to
oversight and approval by the FDIC, if such investments or activities are not
permissible for a federally-chartered savings association. The Ohio
Superintendent also has approval authority over any mergers involving, or
acquisitions of control of, Ohio savings and loan associations. The Ohio
Superintendent may initiate certain supervisory measures or formal enforcement
actions against Ohio associations. Ultimately, if the grounds provided by law
exist, the Superintendent may place an Ohio association in conservatorship or
receivership.
In addition to being governed by the laws of Ohio specifically
governing savings and loan associations, Winton is also governed by Ohio
corporate law, to the extent such law does not conflict with the laws
specifically governing savings and loan associations.
Office of Thrift SupervisionOffice of Thrift Supervision
Regulatory Capital Requirements. Winton is required by OTS regulations
to meet certain minimum capital requirements. The tangible capital requirement
requires savings associations to maintain "tangible capital" of not less than
1.5% of their adjusted total assets. Tangible capital is defined in OTS
regulations as core capital minus any intangible assets.
"Core capital" is comprised of common stockholders' equity (including
retained earnings), noncumulative preferred stock and related surplus, minority
interests in consolidated subsidiaries, certain nonwithdrawable accounts and
pledged deposits of mutual associations. OTS regulations require savings
associations to maintain core capital of at least 4% of their adjusted total
assets, except for associations with the highest examination rating and
acceptable levels of risk.
OTS regulations require that savings associations maintain "risk-based
capital" in an amount not less than 8% of their risk-weighted assets. Risk-based
capital is defined as core capital plus certain additional items of capital,
which in the case of Winton includes a general loan loss allowance of $1.0
million at September 30, 2000. The OTS may adjust the risk-based capital
requirement on an individualized basis to take into account risks due to
concentrations of credit and non-traditional activities.
The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. Winton's capital at September 30, 2000, met the
standards for the highest category, a "well-capitalized" institution.
Liquidity. OTS regulations require that a savings association maintain
a minimum daily balance of liquid assets (such as cash, certain time deposits,
bankers' acceptances and specified United States government, state or federal
agency obligations) of not less than 4% of its net withdrawable savings deposits
plus borrowings payable in one year or less computed as of the end of the prior
quarter or based on the average daily balance during the prior quarter. Monetary
penalties may be imposed upon associations failing to meet these liquidity
requirements. The eligible liquidity of Winton at September 30, 2000, was
approximately $34.1 million, or 13.1%, and exceeded the applicable 4.0%
percentage liquidity requirement by approximately $23.7 million.
Qualified Thrift Lender Test. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL"). The first test requires
a savings association to maintain a specified level of investments in assets
that are designated as qualifying thrift investments ("QTIs"). Generally, QTIs
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are assets related to domestic residential real estate and manufactured housing
and include credit card, student and small business loans and stock issued by
any FHLB, the FHLMC or the FNMA. Under the QTL test, 65% of an institution's
"portfolio assets" (total assets less goodwill and other intangibles, property
used to conduct business and 20% of liquid assets) must consist of QTI on a
monthly average basis in nine out of every 12 months. The second test permits a
savings association to qualify as a QTL by meeting the definition of "domestic
building and loan association" under the Internal Revenue Code of 1986, as
amended (the "Code"). In order for an institution to meet the definition of a
"domestic building and loan association" under the Code, at least 60% of such
institution's assets must consist of specified types of property, including cash
loans secured by residential real estate or deposits, educational loans and
certain governmental obligations. The OTS may grant exceptions to the QTL tests
under certain circumstances. If a savings association fails to meet one of the
QTL tests, the association and its holding company become subject to certain
operating and regulatory restrictions. A savings association that fails to meet
one of the QTL tests will not be eligible for new FHLB advances. At September
30, 2000, Winton qualified as a QTL.
Lending Limit. OTS regulations generally limit the aggregate amount
that a savings association can lend to one borrower to an amount equal to 15% of
the association's Lending Limit Capital. A savings association may lend to one
borrower an additional amount not to exceed 10% of the association's Lending
Limit Capital, if the additional amount is fully secured by certain forms of
"readily marketable collateral." Real estate is not considered "readily
marketable collateral." Certain types of loans are not subject to the lending
limit. A general exception to the 15% limit provides that an association may
lend to one borrower up to $500,000, for any purpose. In applying the limit on
loans to one borrower, the regulations require that loans to certain related
borrowers be aggregated. At September 30, 2000, Winton was in compliance with
this lending limit.
Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's Lending Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
deposits). Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of the board of directors of the association, with any "interested"
director not participating. All loans to directors, executive officers and
principal shareholders must be made on terms substantially the same as offered
in comparable transactions with the general public or as offered to all
employees in a company-wide benefit program, and loans to executive officers are
subject to additional limitations. Winton was in compliance with such
restrictions at September 30, 2000.
All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with the savings association. WFC is an
affiliate of Winton. Generally, Sections 23A and 23B of the FRA (i) limit the
extent to which a 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, (ii) limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock
and surplus, and (iii) require that all such transactions be on terms
substantially the same, or at least as favorable to the association, as those
provided in transactions with a non-affiliate. The term "covered transaction"
includes the making of loans, purchasing of assets, issuance of a guarantee and
other similar types of transactions. In addition to the limits in Sections 23A
and 23B, a savings association may not make any loan or other extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for a bank holding company and may not purchase or invest in
securities of any affiliate except shares of a subsidiary. Winton was in
compliance with these requirements and restrictions at September 30, 2000.
Limitations on Capital Distributions. The OTS imposes various
restrictions or requirements on the ability of associations to make capital
distributions. Capital distributions include, without limitation, payments of
cash dividends, repurchases and certain other acquisitions by an association of
its shares and payments to stockholders of another association in an acquisition
of such other association.
An application must be submitted and approval from the OTS must be
obtained by a subsidiary of a savings and loan holding company (i) if the
proposed distribution would cause total distributions for the calendar year to
exceed net income for that year to date plus the savings association's retained
net income for that year to date plus the retained net income for the preceding
two years; (ii) if the savings association will not be at least adequately
capitalized following the capital distribution; (iii) if the proposed
distribution would violate a prohibition contained in any applicable statute,
regulation or agreement between the savings association and the OTS (or the
FDIC), or violate a condition imposed on the savings association in an
OTS-approved application or notice. If a savings association subsidiary of a
holding company is not required to file an application, it must file a 30-day
notice of the proposed capital distribution with the OTS.
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Holding Company Regulation. As a savings and loan holding company
within the meaning of the HOLA, WFC has registered with the OTS and is subject
to OTS regulations, examination, supervision and reporting requirements.
The HOLA generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
without prior approval of the OTS, or from acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof, which
is not a subsidiary. Under certain circumstances, a savings and loan holding
company is permitted to acquire, with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without such savings association being deemed to be controlled by WFC.
Except with the prior approval of the OTS, no director or officer of a savings
and loan holding company or person owning or controlling by proxy or otherwise
more than 25% of such holding company's stock may also acquire control of any
savings institution, other than a subsidiary institution, or any other savings
and loan holding company.
As a unitary savings and loan holding company in existence on May 4,
1999, WFC generally has no restrictions on its activities. If the 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 association, however,
the OTS may impose such restrictions as deemed necessary to address such risk,
including limiting (i) payment of dividends by the savings association, (ii)
transactions between the savings association and its affiliates, and (iii) any
activities of the savings association that might create a serious risk that the
liabilities of WFC and its affiliates may be imposed on the savings association.
Notwithstanding the foregoing rules as to permissible business activities of a
unitary savings and loan holding company, if the savings association subsidiary
of a holding company fails to meet the QTL test, then such unitary savings and
loan holding company would become subject to the activities restrictions
applicable to multiple holding companies. At September 30, 2000, Winton met the
QTL test.
Federal Regulation of Acquisitions of Control of WFC and Winton. In
addition to the Ohio law limitations on the merger and acquisition of WFC,
federal limitations generally require regulatory approval of acquisitions at
specified levels. Under pertinent federal law and regulations, no person,
directly or indirectly, or acting in concert with others, may acquire control of
Winton or WFC without 60 days' prior notice to the OTS. "Control" is generally
defined as having more than 25% ownership or voting power; however, ownership or
voting power of more than 10% may be deemed "control" if certain factors are in
place. If the acquisition of control is by a company, the acquiror must obtain
approval, rather than give notice, of the acquisition.
Federal Deposit Insurance Corporation
Deposit Insurance and Assessments. The FDIC is an independent federal
agency that insures the deposits, up to prescribed statutory limits, of
federally insured banks and savings and loan associations and safeguards the
safety and soundness of the banking and savings and loan industries. The FDIC
administers two separate insurance funds, the Bank Insurance Fund ("BIF") for
commercial banks and state savings banks and the SAIF for savings associations.
Winton is a member of the SAIF and its deposit accounts are insured by the FDIC
up to the prescribed limits. The FDIC has examination authority over all insured
depository institutions, including Winton, and has authority to initiate
enforcement actions against federally-insured savings associations if the FDIC
does not believe the OTS has taken appropriate action to safeguard safety and
soundness and the deposit insurance fund.
The FDIC is required to maintain designated levels of reserves in the
SAIF and in the BIF. The FDIC may increase assessment rates for either fund if
necessary to restore the fund's ratio of reserves to insured deposits to its
target level within a reasonable time and may decrease such rates if such target
level has been met. The FDIC has established a risk-based assessment system for
both SAIF and BIF members. Under this system, assessments vary based on the risk
the institution poses to its deposit insurance fund. The risk level is
determined based on the institution's capital level and the FDIC's level of
supervisory concern about the institution.
State-Chartered Association Activities. The ability of state-chartered
associations to engage in any state-authorized activities or make any
state-authorized investments is limited if such activity is conducted or
investment is made in a manner different than that permitted for, or subject to
different terms and conditions than those imposed on, federally chartered
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savings associations. Engaging as a principal in any such activity or investment
not permissible for a federal association is subject to approval by the FDIC.
Such approval will not be granted unless certain capital requirements are met
and there is not a significant risk to the FDIC insurance fund. All of Winton's
activities and investments at September 30, 1999, were permissible for a federal
association.
FRB Reserve Requirements
FRB regulations require savings associations to maintain reserves of 3%
of net transaction accounts (primarily NOW accounts) up to $44.3 million
(subject to an exemption of up to $5.0 million), and of 10% of net transaction
accounts in excess of $44.3 million. At September 30, 2000,Winton was in
compliance with the present reserve requirements and the requirements then in
effect.
Federal Home Loan Banks
The FHLBs provide credit to their members in the form of advances.
Winton is a member of the FHLB of Cincinnati and must maintain an investment in
the capital stock of the FHLB of Cincinnati in an amount equal to the greater of
1.0% of the aggregate outstanding principal amount of Winton's residential
mortgage loans, home purchase contracts and similar obligations at the beginning
of each year, or 5% of its advances from the FHLB of Cincinnati. Winton was in
compliance with this requirement with an investment in stock of the FHLB of
Cincinnati of $6.9 million at September 30, 2000.
Upon the origination or renewal of a loan or advance, the FHLB is
required by law to obtain and maintain a security interest in collateral in one
or more specified categories.
The FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances. The standards take into account a member's performance under the
Community Reinvestment Act and its record of lending to first-time home buyers.
All long-term advances by the FHLB must be made only to provide funds for
residential housing finance.
TAXATION
Federal Taxation
WFC and Winton are each subject to the federal tax laws and regulations
which apply to corporations generally. In addition to the regular income tax,
WFC and Winton may be subject to an alternative minimum tax. An alternative
minimum tax is imposed at a minimum tax rate of 20% on "alternative minimum
taxable income" (which is the sum of a corporation's regular taxable income,
with certain adjustments, and tax preference items), less any available
exemption. Such tax preference items include interest on certain tax-exempt
bonds issued after August 7, 1986. In addition, 75% of the amount by which a
corporation's "adjusted current earnings" exceeds its alternative minimum
taxable income computed without regard to this preference item and prior to
reduction by net operating losses, is included in alternative minimum taxable
income. Net operating losses can offset no more than 90% of alternative minimum
taxable income. The alternative minimum tax is imposed to the extent it exceeds
the corporation's regular income tax. Payments of alternative minimum tax may be
used as credits against regular tax liabilities in future years. However, the
Taxpayer Relief Act of 1997 repealed the alternative minimum tax for certain
"small corporations" for tax years beginning after December 31, 1997. A
corporation initially qualifies as a small corporation if it had average gross
receipts of $5,000,000 or less for the three tax years ending with its first tax
year beginning after December 31, 1996. Once a corporation is recognized as a
small corporation, it will continue to be exempt from the alternative minimum
tax for as long as its average gross receipts for the prior three-year period
does not exceed $7,500,000. In determining if a corporation meets this
requirement, the first year that it achieved small corporation status is not
taken into consideration.
Winton's average gross receipts for the three tax years ending on
September 30, 2000, is $35.2 million and as a result, Winton does not qualify as
a small corporation exempt from the alternative minimum tax.
Prior to the enactment of the Small Business Jobs Protection Act (the
"Act"), which was signed into law on August 21, 1996, certain thrift
institutions, such as Winton, were allowed deductions for bad debts under
methods more favorable than those granted to other taxpayers. Qualified thrift
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institutions could compute deductions for bad debts using either the specific
charge-off method of Section 166 of the Code or one of two reserve methods of
Section 593 of the Code. The reserve methods under Section 593 of the Code
permitted a thrift institution annually to elect to deduct bad debts under
either (i) the "percentage of taxable income" method applicable only to thrift
institutions, or (ii) the "experience" method that also was available to small
banks. Under the "percentage of taxable income" method, a thrift institution
generally was allowed a deduction for an addition to its bad debt reserve equal
to 8% of its taxable income (determined without regard to this deduction and
with additional adjustments). Under the "experience" method, a thrift
institution was generally allowed a deduction for an addition to its bad debt
reserve equal to the greater of (i) an amount based on its actual average
experience for losses in the current and five preceding taxable years, or (ii)
an amount necessary to restore the reserve to its balance as of the close of the
base year. A thrift institution could elect annually to compute its allowable
addition to bad debt reserves for qualifying loans either under the experience
method or the percentage of taxable income method. For tax years 1995, 1994, and
1993, Winton used the percentage of taxable income method.
The Act eliminated the percentage of taxable income method of
accounting for bad debts by thrift institutions, effective for taxable years
beginning after 1995. Thrift institutions that are treated as small banks are
allowed to utilize the experience method applicable to such institutions, while
thrift institutions that are treated as large banks are required to use only the
specific charge off method.
A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, beginning with the
first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that is treated
as a large bank, the amount of the institution's applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like Winton, the amount of
the institution's applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.
For taxable years that begin after December 31, 1995, and before
January 1, 1998, if a thrift meets the residential loan requirement for a tax
year, the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996. A residential loan is a
loan as described in Section 7701(a)(19)(C)(v) (generally a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.
The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), as modified by the Act, which require recapture in the case of
certain excessive distributions to shareholders. The pre-1988 reserves may not
be utilized for payment of cash dividends or other distributions to a
shareholder (including distributions in dissolution or liquidation) or for any
other purpose (except to absorb bad debt losses). Distribution of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits; second, out of
the pre-1988 reserves; and third, out of such other accounts as may be proper.
To the extent a distribution by Winton to WFC is deemed paid out of its pre-1988
reserves under these rules, the pre-1988 reserves would be reduced and the gross
income of Winton for tax purposes would be increased by the amount which, when
reduced by the income tax, if any, attributable to the inclusion of such amount
in its gross income, equals the amount deemed paid out of the pre-1988 reserves.
As of September 30, 1999, the pre-1988 reserves of Winton for tax purposes
totaled approximately $1.3 million. Winton believes it had approximately $25.7
million of accumulated earnings and profits for tax purposes as of September 30,
2000, which would be available for dividend distributions, provided regulatory
restrictions applicable to the payment of dividends are met. No representation
can be made as to whether Winton will have current or accumulated earnings and
profits in subsequent years.
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The tax returns of Winton have been audited or closed without audit
through fiscal year 1996. In the opinion of management, any examination of open
returns would not result in a deficiency which could have a material adverse
effect on the financial condition of Winton.
Ohio Taxation
WFC is subject to the Ohio corporation franchise tax, which, as applied
to WFC, is a tax measured by both net earnings and net worth. For tax years
beginning after December 31, 1998, the rate of tax is the greater of (i) 5.1% on
the first $50,000 of computed Ohio taxable income and 8.5% of computed Ohio
taxable income in excess of $50,000 or (ii) .400% times taxable net worth.
In computing its tax under the net worth method, WFC may exclude 100%
of its investment in the capital stock of Winton, as reflected on the balance
sheet of WFC in computing its taxable net worth as long as it owns at least 25%
of the issued and outstanding capital stock of Winton. The calculation of the
exclusion from net worth is based on the ratio of the excludable investment (net
of any appreciation or goodwill included in such investment) to total assets
multiplied by the net value of the stock. As a holding company, WFC may be
entitled to various other deductions in computing taxable net worth that are not
generally available to operating companies.
A special litter tax is also applicable to all corporations, including
WFC, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal to .11% of the first $50,000 of computed Ohio taxable income and
.22% of computed Ohio taxable income in excess of $50,000. If the franchise tax
is paid on the net worth basis, the litter tax is equal to .014% times taxable
net worth.
Winton is a "financial institution" for State of Ohio tax purposes. As
such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed annually at a rate of 1.3% of the taxable book
net worth of Winton determined in accordance with generally accepted accounting
principles. As a "financial institution," Winton is not subject to any tax based
upon net income or net profits imposed by the State of Ohio.
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Item 2. Description of Property
The following table sets forth certain information at September 30,
2000, regarding the properties on which the main office and each branch office
of Winton is located:
<TABLE>
<CAPTION>
Owned Date Square Net
Location or leased acquired footage book value (1)
-------- --------- -------- ------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Main office:
5511 Cheviot Road owned/leased (2) 1967 8,600 $1,152
Cincinnati, Ohio 45247
Branch offices:
101 W. Central Pkwy owned 1973 3,613 126
Cincinnati, Ohio 45202
4517 Vine Street
Cincinnati, Ohio 45217 owned 1932 2,600 84
10575 Harrison Avenue
Harrison, Ohio 45030 owned 1981 4,800 559
7014 Vine Street
Cincinnati, Ohio 45216 owned 1897 3,200 109
8670 Winton Road owned 1993 5,062 359
Cincinnati, Ohio 45231
9409 Montgomery Road leased N/A 2,530 -
Cincinnati, Ohio 45242
Lending office:
3301 Westbourne Dr. leased N/A 1,475 -
Cincinnati, Ohio 45248
</TABLE>
-----------------------------
(1) Net book value amounts are for land, building and improvements.
(2) In January 1990, Winton entered into a lease agreement pursuant to
which it leases a building containing approximately 3,750 square feet
adjacent to Winton's main office on Cheviot Road. The initial term of
the lease was three years, renewable for seven successive three year
periods. Winton has the right to purchase the building during the term
of the lease. In January 1999 the lease was renewed for an additional
three year period.
Winton also owns furniture, fixtures and various bookkeeping and
accounting equipment. The net book value of Winton's investment in office
premises and equipment totaled $3.4 million at September 30, 2000.
Item 3. Legal Proceedings
On November 1, 2000, Winton settled a class action complaint which had
been filed against Winton on September 28, 1998, in the Court of Common Pleas of
Hamilton County Ohio. The case was styled Spencer v. Winton Savings & Loan Co.,
et al., Case # A9805495 and alleged that Winton had violated Ohio Revised Code
ss. 5301.36 by failing to record mortgage satisfactions within 90 days from the
date of satisfaction.
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As a result of a settlement agreement, Winton has paid $1,000 to the
named plaintiff in the class action and will pay $125 and issue a $50 coupon to
125 class members. In addition, Winton will pay $36,250 to cover plaintiffs'
counsel costs and fees.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the shareholders of WFC
during the last quarter of fiscal year ended September 30, 2000.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The information contained in those portions of the Annual Report to
Shareholders for the fiscal year ended September 30, 2000 (the "Annual Report"),
which are included in Exhibit 13 hereto under the caption "MARKET PRICE OF
WINTON FINANCIAL'S COMMON SHARES AND RELATED SECURITY HOLDER MATTERS" is
incorporated herein by reference.
Item 6. Management's Discussion and Analysis or Plan of Operation
The information contained in those portions of the Annual Report
included in Exhibit 13 hereto under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" is incorporated
herein by reference.
Item 7. Consolidated Financial Statements
The Consolidated Financial Statements contained in those portions of the
Annual Report included in Exhibit 13 hereto are incorporated herein by
reference.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
This information in those portions of the Annual Report included in
Exhibit 13 hereto under the captions "AVERAGE BALANCE, YIELD, RATE AND VOLUME
DATA" "ASSET AND LIABILITY MANAGEMENT" is incorporated herein by reference.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The information contained in the definitive Proxy Statement for the 2001
Annual Meeting of Shareholders of Winton Financial Corporation (the "Proxy
Statement"), which is included in Exhibit 20 hereto, under the captions "BOARD
OF DIRECTORS," "EXECUTIVE OFFICERS" and "VOTING SECURITIES AND OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.
Item 10. Executive Compensation
The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS" is incorporated herein by reference.
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Item 11. Security Ownership of Certain Beneficial Owners and Management
The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.
Item 12. Certain Relationships and Related Transactions
Not applicable
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
Item 3 Amended Articles of Incorporation and
Code of Regulations
Item 10 Material Contracts
Item 13 Portions of the 2000 Annual Report to
Shareholders
Item 20 Proxy Statement for 2001 Meeting of
Shareholders
Item 21 Subsidiaries of the Registrant
Item 23 Consent of Grant Thornton LLP regarding
WFC's Consolidated Financial Statements
and Forms S-8 for WFC's 1988 Stock Option
Plan, 1999 Stock Option Plan and 401(k)
Profit Sharing Plan
Item 27 Financial Data Schedule
Item 99.1 Safe Harbor Under the Private Securities
Litigation Reform Act of 1995
Item 99.2 Form 5500 for fiscal year ended
September 30, 1999, for the Winton
Savings & Loan Company 401(k) Profit
Sharing Plan
(b) No current report on Form 8-K was filed by WFC during
the last quarter of the fiscal year covered by this
Report.
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<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 on December 15, 2000.
WINTON FINANCIAL CORPORATION
By /s/ Robert L. Bollin
--------------------------
Robert L. Bollin,
President, Chief Executive
Officer and a Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
By /s/ Jill M. Burke By /s/ Thomas H. Humes
---------------------------- ----------------------------
Jill M. Burke, Thomas H. Humes,
Principal Financial Officer Director
and Principal Accounting
Officer
Date: December 15, 2000 Date: December 15, 2000
By /s/ Robert E. Hoeweler By /s/ William J. Parchman
---------------------------- ----------------------------
Robert E. Hoeweler, William J. Parchman,
Director Director
Date: December 15, 2000 Date: December 15, 2000
By /s/ Timothy M. Mooney By /s/ J. Clay Stinnett
---------------------------- ----------------------------
Timothy M. Mooney, J. Clay Stinnett,
Director Director
Date: December 15, 2000 Date: December 15, 2000
By /s/ Henry L. Schulhoff
----------------------------
Henry L. Schulhoff,
Director
Date: December 15, 2000
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C> <C>
3.1 Articles of Incorporation, as amended through February 1, Incorporated by reference to the Current
1995, of Winton Financial Corporation Report on Form 8-K dated June 21, 1995 and
filed by WFC (the "8-K") with the
Securities and Exchange Commission (the
"SEC"), Exhibit 4a
3.2 Regulations of Winton Financial Corporation Incorporated by reference to the current
annual report on the 8-K filed by WFC with
the SEC, Exhibit 4b
10.1 The Winton Savings and Loan Co. Employee Incorporated by reference to the Form S-4
Stock Ownership Plan Registration Statement filed by WFC with
the SEC on November 30, 1989 (the "1989
Form S-4")
10.2 Amendment No. 1 to the Winton Savings and Incorporated by reference to the Annual
Loan Co. Employee Stock Ownership Plan Report on Form 10-K for the fiscal year
ended September 30, 1998, filed by WFC
with the SEC on December 23, 1998 (the
"1998 10-K"), Exhibit 10.2
10.3 Amendment No. 2 to The Winton Savings and Incorporated by reference to the 1998 10-K,
Loan Co. Employee Stock Ownership Plan Exhibit 10.3
10.4 The Winton Savings and Loan Co. 1988 Incorporated by reference to the definitive
Employee Stock Option and Incentive Plan Proxy Statement for the 1995 Annual Meeting
of Shareholders filed by WFC with the SEC
on January 6, 1995
10.5 The Winton Financial Corporation 1999 Stock Option and Incorporated by reference to the definitive
Incentive Plan Proxy Statement for the 1999 Annual Meeting
of Shareholders filed by WFC with the SEC
on December 18, 1998
10.6 Employment Agreement between WFC, Winton and Robert L. Incorporated by reference to Quarterly
Bollin, dated January 6, 2000 Report on Form 10-Q for the quarter ended
December 31, 1999, filed by WFC with the
SEC in March 2000 (the "3/00 10-Q"),
Exhibit 10.1
10.7 Employment Agreement between WFC, Winton and Gregory J. Incorporated by reference to the 3/00 10-Q,
Bollin, dated January 6, 2000 Exhibit 10.2
10.8 Employment Agreement between WFC and Jill M. Burke, dated Incorporated by reference to the 3/00 10-Q,
January 6, 2000 Exhibit 10.3
13 Portions of the Winton Financial Corporation 2000 Annual
Report to Shareholders
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<PAGE>
20 Proxy Statement for the 2000 Annual Meeting of Shareholders
of Winton Financial Corporation
21 Subsidiaries of the Registrant Incorporated by reference to the Annual
Report on Form 10-KSB for the fiscal year
ended September 30, 1996, filed by WFC with
the SEC on December 24, 1996, Exhibit 21
23.1 Consent of Grant Thornton LLP regarding WFC's Consolidated
Financial Statements and Forms S-8 for WFC's 1988 Stock
Option Plan, 1999 Stock Option Plan and 401(k) Profit
Sharing Plan
27 Financial Data Schedule
99.1 Safe Harbor Under the Private Securities Litigation
Reform Act of 1995
99.2 Form 5500 for fiscal year ended September 30, 1999, for the
Winton Savings & Loan Company 401(k) Plan
</TABLE>
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