<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1997
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------------------ ---------------------------
Commission File No. 0-20956
-------
HFB FINANCIAL CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
Tennessee 61-1228266
- ---------------------------------------------------------- ----------------
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
1602 Cumberland Avenue, Middlesboro, Kentucky 40965
- --------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (606) 248-1095
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $1.00 per share)
----------------------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ X ]
Registrant's revenues for the fiscal year ended June 30, 1997: $12,438,114
The registrant's voting stock is listed on the National Daily Quotation System
"Pink Sheets" published by the National Quotation Bureau, Inc. The aggregate
market value of the voting stock held by nonaffiliates of the registrant, based
on the $14.38 per share closing sales price of the registrant's common stock as
quoted on the "Pink Sheets" on September 5, 1997, was $15,582,542. For purposes
of this calculation, it is assumed that directors and officers of the registrant
are affiliates. As of September 5, 1997, the registrant had 1,083,626 shares of
common stock outstanding, of which 236,626 were held by affiliates.
Transitional Small Business Disclosure Format Yes No X
-------- -------
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the Fiscal Year Ended June
30, 1997. (Parts I and II)
2. Portions of Proxy Statement for the 1997 Annual Meeting of Stockholders.
(Part III)
Exhibit Index on Page __
<PAGE>
PART II
Item 7 Financial Statements
HFB FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- ---------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Cash and due from banks $ 3,794,637 $ 4,744,672
Trading account securities 795,555 246,500
Investment securities
Available for sale 25,112,540 20,837,504
Held to maturity 20,206,502 19,834,244
-----------------------------------
Total investment securities 45,319,042 40,671,748
Loans 105,694,555 96,644,692
Allowance for loan losses (710,168) (671,042)
-----------------------------------
Net loans 104,984,387 95,973,650
Premises and equipment 2,167,393 2,370,438
Federal Home Loan Bank stock 1,169,100 1,090,400
Interest receivable 1,074,282 954,626
Other assets 152,571 195,763
-----------------------------------
Total assets $159,456,967 $146,247,797
===================================
LIABILITIES
Deposits
Interest bearing $131,130,405 $124,519,164
Non-interest bearing 2,072,137 2,223,073
-----------------------------------
Totals 133,202,542 126,742,237
Short-term borrowings 7,500,000 1,875,000
Long-term debt 720,753 775,348
Interest payable 548,233 534,298
Other liabilities 918,412 748,647
-----------------------------------
Total liabilities 142,889,940 130,675,530
-----------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value
Authorized and unissued--1,000,000 shares
Common stock, $1 par value
Authorized--5,000,000 shares
Issued and outstanding--1,285,673 and 746,064 shares 1,285,673 746,064
Additional paid-in capital 6,094,551 6,297,130
Less: Common stock acquired by ESOP (125,422) (209,428)
Common stock acquired by Management Recognition
Plan and Supplemental Executive Retirement Plan (100,950) (121,250)
Common stock acquired by Rabbi trusts for deferred
compensation plans (283,259) (258,290)
Treasury stock, at cost--202,047 and 112,378 shares (2,030,955) (1,826,405)
Retained earnings 11,717,514 11,093,766
Net unrealized gain (loss) on securities available for sale 9,875 (149,320)
-----------------------------------
Total stockholders' equity 16,567,027 15,572,267
-----------------------------------
Total liabilities and stockholders' equity $159,456,967 $146,247,797
===================================
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- ----------------------------------------------------------------------------------------------
INTEREST INCOME
<S> <C> <C> <C>
Loans receivable $ 8,692,178 $ 7,904,025 $7,074,535
Investment securities 2,768,076 2,301,301 2,481,237
Other dividend income 78,953 73,207 63,246
Deposits with financial institutions 152,989 200,922 127,042
--------------------------------------
Total interest income 11,692,196 10,479,455 9,746,060
--------------------------------------
INTEREST EXPENSE
Deposits 6,305,373 5,855,179 4,559,504
Short-term borrowings 160,393 14,328
Long-term debt 44,140 154,741 464,770
--------------------------------------
Total interest expense 6,509,906 6,024,248 5,024,274
--------------------------------------
NET INTEREST INCOME 5,182,290 4,455,207 4,721,786
Provision for loan losses 138,156 35,012 36,663
--------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,044,134 4,420,195 4,685,123
--------------------------------------
OTHER INCOME
Service charges for deposit accounts 319,555 260,458 243,254
Other customer fees 56,260 30,578 31,846
Net gain (loss) on trading securities 307,461 (2,665)
Net realized gain (loss) on sales of available
for sale securities 10,653 (625) (11,781)
Other income 51,989 67,835 53,865
--------------------------------------
Total other income 745,918 355,581 317,184
--------------------------------------
OTHER EXPENSES
Salaries and employee benefits 1,757,623 1,771,127 1,545,166
Net occupancy expenses 205,675 187,845 120,916
Equipment expenses 217,608 182,444 136,305
Data processing fees 221,250 199,537 181,286
Deposit insurance expense 169,261 256,321 242,507
SAIF special assessment 705,859
Legal and professional fees 181,584 194,624 184,023
Advertising 120,579 110,427 86,785
State franchise and deposit taxes 123,033 111,903 103,390
Other expenses 458,808 441,587 400,072
--------------------------------------
Total other expenses 4,161,280 3,455,815 3,000,450
--------------------------------------
INCOME BEFORE INCOME TAX 1,628,772 1,319,961 2,001,857
Income tax expense 591,180 473,450 711,254
--------------------------------------
NET INCOME $ 1,037,592 $ 846,511 $1,290,603
======================================
PER SHARE
Net income $.96 $.76 $1.15
======================================
WEIGHTED AVERAGE SHARES OUTSTANDING 1,077,065 1,110,222 1,126,368
======================================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
----------------------------- ADDITIONAL
SHARES PAID-IN ESOP MRP AND RABBI
OUTSTANDING AMOUNT CAPITAL DEBT* SERP** TRUSTS
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, JULY 1, 1994 729,930 $ 729,930 $ 6,081,766 $ (379,418) $ (175,850) $ (228,610)
Net earnings for 1995
Stock issued upon exercise
of stock options 12,134 12,134 144,986
Dividends declared excluding
MRP, SERP and Rabbi trusts
($.38 per share)
Treasury stock purchased--
29,868 shares
Reduction of ESOP debt 3,214 86,218
Stock issued under MRP 2,586 9,000
Stock purchased by Rabbi trusts (18,998)
Net change in unrealized gain on
securities available for sale
------------- ------------- ------------- ------------- ------------- -------------
BALANCES, JUNE 30, 1995 742,064 742,064 6,232,552 (293,200) (166,850) (247,608)
Net earnings for 1996
Stock issued upon exercise of
stock options 4,000 4,000 41,747
Dividends declared excluding
MRP, SERP and Rabbi trusts
($.38 per share)
Treasury stock purchased--
16,860 shares
Reduction of ESOP debt 5,394 83,772
Stock issued under MRP 16,046 45,600
Stock purchased by Rabbi trusts (15,861)
Distribution of Rabbi trust assets 1,391 5,179
Net change in unrealized gain on
securities available for sale
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>
<TABLE>
<CAPTION>
NET
UNREALIZED
GAIN (LOSS)
ON SECURITIES TOTAL
TREASURY RETAINED AVAILABLE FOR STOCKHOLDERS'
STOCK EARNINGS SALE EQUITY
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
BALANCES, JULY 1, 1994 $ (996,245) $ 9,732,480 $ (27,243) $ 14,736,810
Net earnings for 1995 1,290,603 1,290,603
Stock issued upon exercise
of stock options 157,120
Dividends declared excluding
MRP, SERP and Rabbi trusts (388,354)
($.38 per share) (388,354)
Treasury stock purchased--
29,868 shares (499,997) (499,997)
Reduction of ESOP debt 89,432
Stock issued under MRP 11,586
Stock purchased by Rabbi trusts (18,998)
Net change in unrealized gain on
securities available for sale 30,421 30,421
------------- ------------- ------------- -------------
BALANCES, JUNE 30, 1995 (1,496,242) 10,634,729 3,178 15,408,623
Net earnings for 1996 846,511 846,511
Stock issued upon exercise of
stock options 45,747
Dividends declared excluding
MRP, SERP and Rabbi trusts
($.38 per share) (387,474) (387,474)
Treasury stock purchased--
16,860 shares (330,163) (330,163)
Reduction of ESOP debt 89,166
Stock issued under MRP 61,646
Stock purchased by Rabbi trusts (15,861)
Distribution of Rabbi trust assets 6,570
Net change in unrealized gain on
securities available for sale (152,498) (152,498)
------------- ------------- ------------- -------------
</TABLE>
3
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Continued)
<TABLE>
<CAPTION>
COMMON STOCK
----------------------------- ADDITIONAL
SHARES PAID-IN ESOP MRP AND RABBI
OUTSTANDING AMOUNT CAPITAL DEBT* SERP** TRUSTS
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, JUNE 30, 1996 746,064 $ 746,064 $ 6,297,130 $ (209,428) $ (121,250) $ (258,290)
Net earnings for 1997
Stock issued upon exercise
of stock options 25,439 25,439 256,421
Dividends declared excluding
MRP, SERP and Rabbi trusts
($.39 per share)
Treasury stock purchased--
8,850 shares
Reduction of ESOP debt 84,006
Stock issued under MRP 20,300
Stock purchased by Rabbi trusts (24,969)
Net change in unrealized gain on
securities available for sale
5-for-3 stock split ($4,490 paid
in lieu of fractional shares) 514,170 514,170 (518,660)
Tax benefit of employee benefit
plans 59,660
------------- ------------- ------------- ------------- ------------- -------------
BALANCES, JUNE 30, 1997 1,285,673 $ 1,285,673 $ 6,094,551 $ (125,422) $ (100,950) $ (283,259)
============= ============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
NET
UNREALIZED
GAIN (LOSS)
ON SECURITIES TOTAL
TREASURY RETAINED AVAILABLE FOR STOCKHOLDERS'
STOCK EARNINGS SALE EQUITY
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
BALANCES, JUNE 30, 1996 $ (1,826,405) $ 11,093,766 $ (149,320) $ 15,572,267
Net earnings for 1997 1,037,592 1,037,592
Stock issued upon exercise
of stock options 281,860
Dividends declared excluding
MRP, SERP and Rabbi trusts
($.39 per share) (413,844) (413,844)
Treasury stock purchased--
8,850 shares (204,550) (204,550)
Reduction of ESOP debt 84,006
Stock issued under MRP 20,300
Stock purchased by Rabbi trusts (24,969)
Net change in unrealized gain on
securities available for sale 159,195 159,195
5-for-3 stock split ($4,490 paid
in lieu of fractional shares) (4,490)
Tax benefit of employee benefit
plans 59,660
------------- ------------- ------------- -------------
BALANCES, JUNE 30, 1997 $ (2,030,955) $ 11,717,514 $ 9,875 $ 16,567,027
============= ============= ============= =============
</TABLE>
*Employee Stock Ownership Plan (ESOP)
**Management Recognition Plan (MRP) and Supplemental Executive Retirement Plan
(SERP)
See notes to consolidated financial statements.
4
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- ------------------ ------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,037,592 $ 846,511 $ 1,290,603
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for loan losses 138,156 35,012 36,663
Depreciation and amortization
Property and equipment 233,684 191,550 129,442
Cost of ESOP and MRP 104,306 129,372 95,218
Investment securities 60,686 44,809 72,324
FHLB stock dividend (78,700) (73,000) (63,000)
Deferred income tax 29,000 48,150 32,575
Net change in
Trading account securities (549,055) (246,500)
Interest receivable (119,656) (154,683) (60,086)
Interest payable 13,935 174,114 121,892
Other assets 43,192 (65,474) (20,043)
Other liabilities 83,620 4,486 122,726
Other 19,065 7,695 10,050
------------ ------------ ------------
Net cash provided by operating activities 1,015,825 942,042 1,768,364
------------ ------------ ------------
INVESTING ACTIVITIES
Purchases of securities available for sale (8,881,777) (8,939,113) (8,485,100)
Proceeds from maturities of securities available for sale 2,849,946 1,891,724 649,537
Purchases of securities held to maturity (4,005,000) (7,498,125) (2,000,000)
Proceeds from sales of securities available for sale 2,000,000 3,999,375 15,619,899
Proceeds from maturities of securities held to maturity 3,615,504 5,453,475 3,202,944
Net change in loans (9,364,864) (8,583,425) (10,159,645)
Purchases of premises and equipment (31,314) (717,192) (768,504)
Proceeds from sale of real estate owned 185,527 161,420 182,616
Other 1,401 5,150 14,100
------------ ------------ ------------
Net cash used by investing activities (13,630,577) (14,226,711) (1,744,153)
------------ ------------ ------------
</TABLE>
5
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- ------------------ ------------ ------------ ------------
<S> <C> <C> <C>
FINANCING ACTIVITIES
Net change in
Noninterest-bearing, interest-bearing and
savings deposits $ (483,555) $ (2,632,892) $ (4,636,842)
Certificates of deposit 6,943,860 19,270,911 9,480,977
Short-term borrowings 5,625,000 (1,875,000)
Proceeds of long-term debt 6,000,000
Repayment of long-term debt (54,595) (50,385) (7,046,501)
Repayment of reverse repurchase agreement (2,000,000)
Cash dividends (413,844) (387,474) (388,354)
Purchase of stock (204,550) (330,163) (499,997)
Sale of common stock 281,860 40,000 135,792
Cash paid in lieu of fractional shares (4,490)
Common stock acquired by Rabbi trusts (24,969) (15,861) (18,998)
------------ ------------ ------------
Net cash provided by financing activities 11,664,717 14,019,136 1,026,077
------------ ------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (950,035) 734,467 1,050,288
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 4,744,672 4,010,205 2,959,917
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,794,637 $ 4,744,672 $ 4,010,205
============ ============ ============
ADDITIONAL CASH FLOWS INFORMATION
Interest paid $ 6,492,945 $ 5,856,889 $ 4,916,723
Income tax paid 426,896 403,553 658,015
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
- -- NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of HFB Financial Corporation (Company) and
its wholly-owned subsidiary, Home Federal Bank (Bank), and the Bank's wholly-
owned subsidiary, Home Service Corporation, conform to generally accepted
accounting principles and reporting practices followed by the Bank industry.
The more significant of the policies are described below.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.
The Company is a bank holding company whose principal activity is the ownership
and management of the Bank. The Bank operates under a federal thrift charter
and provides full banking services. As a federally-chartered thrift, the Bank
is subject to regulation by the Office of Thrift Supervision and the Federal
Deposit Insurance Corporation.
The Bank generates commercial, mortgage and consumer loans and receives deposits
from customers located primarily in Bell County, Kentucky, surrounding counties
and the surrounding States of Tennessee and Virginia. The Bank's loans are
generally secured by specific items of collateral including real property,
consumer assets and business assets.
CONSOLIDATION--The consolidated financial statements include the accounts of the
Company, the Bank and the Bank's subsidiary after elimination of all material
intercompany transactions and accounts.
INVESTMENT SECURITIES--Debt securities are classified as held to maturity when
the Company has the positive intent and ability to hold the securities to
maturity. Securities held to maturity are carried at amortized cost.
Debt securities not classified as held to maturity or included in the trading
account and marketable equity securities not classified as trading are
classified as available for sale. Securities available for sale are carried at
fair value with unrealized gains and losses reported separately in stockholders'
equity, net of tax.
Trading account securities are primarily thrift equity securities held for
resale in anticipation of short-term market movements and are valued at fair
value. Gains and losses, both realized and unrealized, are included in other
income.
Amortization of premiums and accretion of discounts are recorded as interest
income from securities. Realized gains and losses are recorded as net security
gains (losses). Gains and losses on sales of securities are determined on the
specific-identification method.
7
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
LOANS are carried at the principal amount outstanding. Interest income is
accrued on the principal balances of loans, except for installment loans with
add-on interest, for which the interest method is used. The accrual of interest
on impaired loans is discontinued when, in management's opinion, the borrower
may be unable to meet payments as they become due. When interest accrual is
discontinued, all unpaid accrued interest is reversed. Interest income is
subsequently recognized only to the extent cash payments are received. Certain
loan fees and direct costs are being deferred and amortized as an adjustment of
yield on the loans.
ALLOWANCE FOR LOAN LOSSES is maintained to absorb loan losses based on
management's continuing review and evaluation of the loan portfolio and its
judgment as to the impact of economic conditions on the portfolio. The
evaluation by management includes consideration of past loss experience, changes
in the composition of the portfolio, the current condition and amount of loans
outstanding, and the probability of collecting all amounts due. Impaired loans
are measured by the present value of expected future cash flows, or the fair
value of the collateral of the loan, if collateral dependent.
The determination of the adequacy of the allowance for loan losses is based on
estimates that are particularly susceptible to significant changes in the
economic environment and market conditions. Management believes that as of June
30, 1997 the allowance for loan losses is adequate based on information
currently available. A worsening or protracted economic decline in the area
within which the Bank operates would increase the likelihood of additional
losses due to credit and market risks and could create the need for additional
loss reserves.
PREMISES AND EQUIPMENT are carried at cost net of accumulated depreciation.
Depreciation is computed using the declining balance method principally on the
estimated useful lives of the assets. Maintenance and repairs are expensed as
incurred while major additions and improvements are capitalized. Gains and
losses on dispositions are included in current operations.
FEDERAL HOME LOAN BANK (FHLB) STOCK is a required investment for institutions
that are members of the Federal Home Loan Bank system. The required investment
in the common stock is based on a predetermined formula.
FORECLOSED REAL ESTATE is carried at the lower of cost or fair value less
estimated selling costs. When foreclosed real estate is acquired, any required
adjustment is charged to the allowance for loan losses. All subsequent activity
is included in current operations.
TREASURY STOCK is stated at cost. Cost is determined by the first-in, first-out
method.
INCOME TAX in the consolidated statement of income includes deferred income tax
provisions or benefits for all significant temporary differences in recognizing
income and expenses for financial reporting and income tax purposes. The
Company files consolidated income tax returns with its subsidiary.
EARNINGS PER SHARE have been computed based upon the weighted average common and
common equivalent shares outstanding during each year. All share data included
in the notes to consolidated financial statements has been adjusted for stock
splits.
8
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
RECLASSIFICATIONS--Certain amounts presented in prior year financial statements
have been reclassified to conform to the current year presentation.
- -- INVESTMENT SECURITIES
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
JUNE 30, 1997
Available for sale
U. S. Treasury $ 5,470 $ 30 $ (14) $ 5,486
Federal agencies 12,074 45 (72) 12,047
Mortgage-backed securities 7,558 71 (49) 7,580
---------------------------------------------------------------------
Total available for sale 25,102 146 (135) 25,113
---------------------------------------------------------------------
Held to maturity
Federal agencies 9,515 7 (115) 9,407
Mortgage-backed securities 10,692 15 (96) 10,611
---------------------------------------------------------------------
Total held to maturity 20,207 22 (211) 20,018
---------------------------------------------------------------------
Total investment securities $45,309 $168 $(346) $45,131
=====================================================================
JUNE 30, 1996
Available for sale
U. S. Treasury $ 6,459 $ 7 $ (51) $ 6,415
Federal agencies 6,787 18 (59) 6,746
Mortgage-backed securities 7,857 (180) 7,677
---------------------------------------------------------------------
Total available for sale 21,103 25 (290) 20,838
---------------------------------------------------------------------
Held to maturity
Federal agencies 8,508 2 (208) 8,302
State and municipal 13 13
Mortgage-backed securities 11,313 3 (336) 10,980
---------------------------------------------------------------------
Total held to maturity 19,834 5 (544) 19,295
---------------------------------------------------------------------
Total investment securities $40,937 $ 30 $(834) $40,133
=====================================================================
</TABLE>
9
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
The amortized cost and fair value of securities held to maturity and available
for sale at June 30, 1997, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because issuers may have the
right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
HELD TO MATURITY AVAILABLE FOR SALE
------------------------------------------------------
AMORTIZED FAIR AMORTIZED FAIR
JUNE 30 COST VALUE COST VALUE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Within one year $ 593 $ 600
One to five years $ 3,512 $ 3,488 10,475 10,477
Five to ten years 5,503 5,418 5,480 5,456
After ten years 500 501 996 1,000
---------------------------------------------------------
9,515 9,407 17,544 17,533
Mortgage-backed securities 10,692 10,611 7,558 7,580
---------------------------------------------------------
Totals $20,207 $20,018 $25,102 $25,113
=========================================================
</TABLE>
Securities with a carrying value of $6,425,000 and $2,015,000 were pledged at
June 30, 1997 and 1996 to secure advances from the FHLB of Cincinnati.
Proceeds from sales of securities available for sale during 1997, 1996 and 1995
were $2,000,000, $3,999,375 and $15,619,899. Gross gains on those sales of
$14,212 and $84,867 were realized in 1997 and 1995 and gross losses of $3,559,
$625 and $96,648 were realized in 1997, 1996 and 1995.
There were no sales of securities held to maturity.
Unrealized holding gains (losses) on trading securities of $50,069 and $(2,665)
were included in earnings in 1997 and 1996.
On December 29, 1995, the Company transferred certain securities from held to
maturity to available for sale in accordance with a transition reclassification
allowed by the Financial Accounting Standards Board. Such securities had a
carrying value of $8,307,712 and a fair value of $8,385,412. The Company also
transferred certain securities from available for sale to held to maturity.
Such securities had a carrying value of $1,475,985 and a fair value of
$1,512,980.
10
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
- -- LOANS AND ALLOWANCE
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial and industrial loans $ 10,806 $10,408
Real estate loans 86,095 79,005
Construction loans 5,091 3,397
Consumer loans 5,722 5,633
--------------------------------
107,714 98,443
Loans in process (2,019) (1,798)
--------------------------------
Total loans $105,695 $96,645
================================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allowance for loan losses
Balances, July 1 $ 671 $ 633 $ 594
Provision for losses 138 35 37
Recoveries on loans 3 11 5
Loans charged off (102) (8) (3)
-----------------------------------------------
Balances, June 30 $ 710 $ 671 $ 633
===============================================
</TABLE>
Information on impaired loans is summarized below:
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Impaired loans with an allowance $1,305 $ 293
================================
Allowance for impaired loans (included in the Company's
allowance for loan losses) $ 294 $ 31
================================
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Average balance of impaired loans $1,607 $ 149
Interest income recognized on impaired loans 88 29
Cash-basis interest received 88 10
</TABLE>
11
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
The Bank has entered into transactions with certain directors, executive
officers, significant stockholders and their affiliates or associates (related
parties). Such transactions were made in the ordinary course of business on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with other customers, and did not, in the opinion of management, involve more
than normal credit risk or present other unfavorable features.
The aggregate amount of loans, as defined, to such related parties were as
follows:
<TABLE>
<CAPTION>
<S> <C>
Balances, July 1, 1996 $197
New loans, including renewals 95
Payments, etc., including renewals (86)
----
Balances, June 30, 1997 $206
====
</TABLE>
- -- PREMISES AND EQUIPMENT
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Land and improvements $ 691 $ 691
Buildings 1,684 1,684
Furniture and equipment 1,174 1,146
Automobiles 112 112
----------------------------------
Total cost 3,661 3,633
Accumulated depreciation (1,494) (1,263)
----------------------------------
Net $ 2,167 $ 2,370
==================================
</TABLE>
12
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
- -- DEPOSITS
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Demand deposits $ 10,588 $ 9,828
Savings deposits 9,443 10,682
Money market 605 609
Certificates and other time deposits of $100,000 or more 29,691 24,508
Other certificates and time deposits 82,876 81,115
--------------------------------
Total deposits $133,203 $126,742
================================
</TABLE>
Certificates maturing in years ending June 30
<TABLE>
<CAPTION>
<S> <C>
1998 $ 72,474
1999 33,244
2000 4,260
2001 1,215
2002 1,248
Thereafter 126
-----------------
$112,567
=================
</TABLE>
- -- SHORT-TERM BORROWINGS AND LINE OF CREDIT
In 1997 and 1996, the Company had available a 90-day revolving line of credit up
to a maximum of $10,000,000 and $7,500,000. The line of credit bears interest
at a daily variable rate which is set by the Federal Home Loan Bank.
At June 30, 1997, the Company had drawn $7,500,000 on the line of credit. At
June 30, 1996, the Company had short-term FHLB advances of $1,875,000, which
matured on October 5, 1996 and had a fixed rate of 4.45%.
These advances are collateralized by FHLB stock and single-family first mortgage
loans with aggregate principal balances totaling 150% of the outstanding amount
of advances.
- -- LONG-TERM DEBT
At June 30, 1997 and 1996, the Company had long-term FHLB advances of $721,000
and $775,000. Advances are payable monthly in installments of $9,585, including
interest, which is fixed at 8.05%, with the final payment being due in January
2006.
These advances are collateralized by FHLB stock and single-family first mortgage
loans with aggregate principal balances totaling 150% of the outstanding amount
of advances.
13
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Maturities in years ending June 30
<S> <C>
1998 $ 62
1999 68
2000 73
2001 79
2002 86
Thereafter 353
-----------------
$721
=================
</TABLE>
- -- INCOME TAX
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income tax expense
Currently payable
Federal $ 523 $ 403 $ 640
State 39 22 38
Deferred
Federal 27 46 31
State 2 2 2
------------------------------------------------------
Total income tax expense $ 591 $ 473 $ 711
======================================================
Reconciliation of federal statutory to actual tax expense
Federal statutory income tax at 34% $ 554 $ 449 $ 680
Effect of state income taxes 27 14 25
Other 10 10 6
------------------------------------------------------
Actual tax expense $ 591 $ 473 $ 711
======================================================
</TABLE>
14
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
A cumulative net deferred tax liability is included in other liabilities. The
components of the liability are as follows:
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred compensation $ 151 $ 167
Unrealized loss on investment securities available for sale 3 84
Basis in FHLB stock (212) (182)
Allowance for loan losses (90) (104)
Other (2) (5)
---------------------------------
$(150) $ (40)
=================================
Assets $ 159 $ 253
Liabilities (309) (293)
---------------------------------
$(150) $ (40)
=================================
</TABLE>
Retained earnings include approximately $2,096,000 for which no deferred income
tax liability has been recognized. This amount represents an allocation of
income to bad debt deductions as of June 30, 1988 for tax purposes only.
Reduction of amounts so allocated for purposes other than tax bad debt losses
including redemption of bank stock of excess dividends, or loss of "bank"
status, would create income for tax purposes only, which income would be subject
to the then-current corporate income tax rate. At June 30, 1997, the unrecorded
deferred income tax liability on the above amount was approximately $800,000.
- -- COMMITMENTS AND CONTINGENT LIABILITIES
In the normal course of business there are outstanding commitments and
contingent liabilities, such as commitments to extend credit and standby letters
of credit, which are not included in the accompanying financial statements. The
Banks' exposure to credit loss in the event of nonperformance by the other party
to the financial instruments for commitments to extend credit and standby
letters of credit is represented by the contractual or notional amount of those
instruments. The Bank uses the same credit policies in making such commitments
as it does for instruments that are included in the consolidated balance sheet.
Financial instruments whose contract amount represents credit risk as of June 30
were as follows:
<TABLE>
<CAPTION>
1997 1996
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Commitments to extend credit $6,980 $6,014
Standby letters of credit 134 129
</TABLE>
At June 30, 1997, the Bank was also committed to purchase one investment
security at a cost of approximately $500,000. This transaction was consummated
in July 1997.
15
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. Since many of the commitments are expected to expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's credit
worthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation.
Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party.
The Company and subsidiary are also subject to claims and lawsuits which arise
primarily in the ordinary course of business. It is the opinion of management
that the disposition or ultimate resolution of such claims and lawsuits will not
have a material adverse effect on the consolidated financial position of the
Company.
- -- RESTRICTION ON DIVIDENDS
The Office of Thrift Supervision (OTS) regulations provide that a savings
association which meets fully phased-in capital requirements and is subject only
to "normal supervision" may pay out, as a dividend, 100% of net income to date
over the calendar year and 50% of surplus capital existing at the beginning of
the calendar year without supervisory approval, but with 30 days prior notice to
the OTS. Any additional amount of capital distributions would require prior
regulatory approval. A savings association meeting current minimum capital
requirements but not fully phased-in standards, such as the Bank, may, with 30
days prior notice but without prior approval, distribute up to 75% of net income
if it meets the risk-based requirement on January 1, 1993. A savings
association failing to meet current capital standards may only pay dividends
with supervisory approval.
At June 30, 1997, total stockholders' equity of the banking subsidiary was
$15,474,728, of which $5,523,500 was available for the payment of dividends
without prior approval by the OTS.
- -- REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by
the federal banking agencies. Failure to meet minimum capital requirements can
initiate actions by the regulatory agencies that, if undertaken, could have a
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines that involve quantitative measures of the
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.
16
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
At June 30, 1997, the management of the Company believes that it meets all
capital adequacy requirements to which it is subject. The most recent
notification from the regulatory agency categorized the Bank as well capitalized
under the regulatory framework for prompt corrective action. There have been no
conditions or events since that notification that management believes have
changed this categorization.
The Bank's actual and required capital amounts and ratios are as follows:
<TABLE>
<CAPTION>
1997
------------------------------------------------------------
REQUIRED FOR ADEQUATE TO BE WELL
ACTUAL CAPITAL* CAPITALIZED*
------------------------------------------------------------
June 30 Amount Ratio Amount Ratio Amount Ratio
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total risk-based capital* (to risk-weighted assets) $15,750 21% $6,144 8.0% $7,681 10.0%
Core capital* (to adjusted tangible assets) 15,334 10% $6,354 4.0% 9,531 6.0%
Core capital* (to adjusted total assets) 15,334 10% 6,354 4.0% 7,943 5.0%
*As defined by regulatory agencies
</TABLE>
The Bank's tangible capital at June 30, 1997 was $15,334, which amount was 9.7%
of tangible assets and exceeded the required ratio of 1.5%.
- -- STOCKHOLDERS' EQUITY
On June 15, 1997, the Board of Directors declared a 5-for-3 stock split, which
was paid on June 30, 1997. All share data has been adjusted to reflect the
stock split.
- -- EMPLOYEE BENEFIT PLANS
PENSION PLAN
The Company is a participant in a pension fund known as The Pentegra Group
(formerly the Financial Institutions Retirement Fund). This plan is a multi-
employer plan; separate actuarial valuations are not made with respect to each
participating employer. According to The Pentegra Group, the market value of
the fund's assets exceed the value of vested benefits in the aggregate as of
June 30, 1996, the most recent valuation date. There is no unfunded liability
for past service. Plan benefits are fully vested after five years of service
and are based on an employee's years of service and a percentage of the
employee's average salary, using the five highest consecutive years preceding
retirement. The Bank's funding policy is to make contributions to the plan
equal to the amount accrued as pension expense. The Bank's required
contributions, which represent yearly expense, were $109,554 and $51,240 for
fiscal years 1996 and 1995. The Bank incurred no expense for the year ended
June 30, 1997.
17
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
EMPLOYEE STOCK OWNERSHIP PLAN
The Bank has an Employee Stock Ownership Plan (ESOP) for the benefit of
participating employees. Generally, all employees age 21 or older are eligible
to participate upon completion of one year of service. The Bank accounts for
its ESOP in accordance with Emerging Issues Task Force Issue No. 89-8. ESOP
cash contributions and ESOP expense accrued during the year are determined by
several factors including the number of shares allocated to participants, ESOP
debt service and dividends on unallocated shares. Dividends on allocated and
unallocated shares are used to retire ESOP debt.
The ESOP borrowed $505,890 from the Company to purchase 84,314 shares of HFB
Financial Corporation common stock. The loan, secured by the stock, bears
interest at a rate of prime plus 1% and matures in the year 2002. Principal and
interest payments are made monthly. The Bank's contribution for 1997 was
$82,955, of which $67,030 was charged to operations, while the interest portion
of $15,925 was eliminated in consolidation. The Bank's contribution for 1996
was $83,200, of which $59,122 was charged to operations, while the interest
portion of $24,078 was eliminated in consolidation. ESOP expense is determined
by the shares allocated method. The number of shares released is determined by
taking the number of shares before the allocation for the current plan year and
multiplying by a fraction. The numerator of the fraction is the amount of
principal and interest paid on the loan for that plan year. The denominator of
the fraction is the sum of the numerator plus the total payments of principal
and interest on that loan projected to be paid for all future plan years. For
this purpose, the interest to be paid in future years is to be computed by using
the interest rate in effect as of the current allocation date. Both allocated
and unallocated shares are considered outstanding when computing earnings per
share.
At June 30, 1997, 55,259 shares were released, 6,666 shares were committed to be
released and 17,511 shares were not released.
MANAGEMENT RECOGNITION PLAN
The objective of the Bank's Management Recognition Plan (MRP) is to enable the
Bank to retain executive personnel of experience and ability in key positions of
responsibility. Under the plan, 20,475 shares of HFB Financial Corporation
common stock have been issued to the MRP Trust and are payable over a three-year
period, at the rate of 33 1/3% of such shares per year, following the date of
the grant or award. Compensation expense in the amount of the fair market value
at the award date of the common stock is being recognized pro rata over the
three years during which the shares vest. All shares in the MRP Trust have been
awarded to the President of the Bank. The MRP expense was $11,360, $20,475 and
$40,950 for 1997, 1996 and 1995. In 1997, 1996 and 1995, 3,383, 7,600 and 1,500
shares were paid to the President of the Bank.
18
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The objective of the Bank's Supplemental Retirement Plan (SERP) is to provide
selected senior officers with postretirement death benefits which will (i)
enable a targeted level of retirement income to be met, (ii) provide certain
preretirement death benefits should the covered executive die prior to
retirement age and (iii) compensate for the inability to earn full ESOP benefits
due to the senior officer's anticipated retirement before the Bank's ESOP loan
is repaid. Under the plan, 15,658 shares of HFB Financial Corporation common
stock have been issued to the SERP Trust and are payable upon completion of the
earlier of five years of service or when the recipient's employment terminates
due to retirement at or after age 65. Compensation expense in the amount of the
fair market value at the award date of the common stock is being recognized pro
rata over four years to be projected retirement date of the recipient. All
shares in the SERP Trust have been awarded to the Chairman of the Board of the
Bank. The SERP expense was $14,364 for 1997 and $22,728 for 1996 and 1995. At
June 30, 1997, the shares awarded under this plan had been fully earned and were
payable upon request.
DEFERRED COMPENSATION AGREEMENTS (RABBI TRUSTS)
Prior to its conversion, the Bank maintained an unfunded deferred compensation
plan for members of the Board of Directors who elected to participate in any one
year. Benefits were payable upon a participating director's retirement,
resignation, disability or death unless the plan committee permitted earlier
distributions in the event of a participant's emergency or necessity. The Bank
established individual grantor trusts (Rabbi trusts) for each director who had
deferred compensation, contributed funds sufficient to equal the deferred fees
for each director and purchased a total of 37,061 shares of HFB Financial
Corporation common stock at its conversion date. The assets of the individual
Rabbi trusts are available to the general creditors of the Bank in the event of
the Bank's insolvency. In 1997, the Rabbi trusts purchased an additional 1,666
shares at a total cost of $24,969. In 1996, the Rabbi trusts purchased an
additional 1,201 shares at a total cost of $15,862 and distributed 838 shares to
a trust beneficiary. In 1995, the Rabbi trusts purchased an additional 1,915
shares at a total cost of $18,998. In 1994, the Bank adopted a new Deferred
Compensation Agreement for the directors similar to the old agreement. All
deferred payments are paid to these same Rabbi trusts. The Bank's liability at
June 30, 1997 and 1996 for both plans was $295,840 and $274,302. Deferred
amounts are included in accrued expenses and other liabilities. The stock in
the grantor trusts is shown as a contra-capital account until distributed to the
directors over a five-year period beginning at their retirement, resignation or
death. The amount charged to expense was $21,509, $21,100 and $20,422 for 1997,
1996 and 1995.
19
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
- -- STOCK OPTION PLAN
The Company has an incentive stock option plan in which 120,450 shares have been
reserved for future issuance by the Company to directors and employees of the
Company and its subsidiary. The plan provides for a term of ten years, after
which no awards may be made, unless earlier terminated by the Board of
Directors. At June 30, 1994, options to purchase 108,148 shares had been
granted, with 102,126 shares at $10 per share and 6,021 shares at $14 per share.
Under the Company's incentive stock option plan, which is accounted for in
accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for
Stock Issued to Employees, and related interpretations, the Company grants
selected executives and other key employees stock option awards which vest and
become fully exercisable immediately. During 1997, the Company authorized the
grant of options for up to 9,995 shares of the Company's common stock. The
exercise price of each option, which has a ten-year life, was equal to the
market price of the Company's stock on the date of grant; therefore, no
compensation expense was recognized.
Although the Company has elected to follow APB No. 25, SFAS No. 123 requires pro
forma disclosures of net income and earnings per share as if the Company had
accounted for its employee stock options under that Statement. The fair value
of each option grant was estimated using an option-pricing model with the
following assumptions: risk-free interest rate, 6%; dividend yield, 2.5%;
volatility factor of expected market price of common stock, 11%; and weighted
average expected life of the options, 8 years.
Under SFAS No. 123, compensation cost is recognized in the amount of the
estimated fair value of the options and amortized to expense over the options'
vesting period. The pro forma effect on net income and earnings per share of
this statement were not materially different from those presented on the
consolidated statement of income.
The following is a summary of the status of the Company's stock option plan and
changes in that plan as of and for the years ended June 30, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------------
WEIGHTED- Weighted- Weighted-
AVERAGE Average Average
EXERCISE Exercise Exercise
OPTIONS SHARES PRICE Shares Price Shares Price
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of year 81,258 $ 6.00 87,924 $6.00 108,148 $6.13
Granted 9,995 12.90
Exercised (42,408) 6.65 (6,666) 6.00 (20,224) 6.71
Forfeited/expired (3,973) 6.00
Outstanding, end of year 44,872 6.93 81,258 6.00 87,924 6.00
Options exercisable at year end 44,872 6.93 81,258 6.00 87,924 6.00
Weighted-average fair value of options granted
during the year $2.86
</TABLE>
As of June 30, 1997, the 44,872 options outstanding have exercise prices ranging
from $6.00 to $12.90 and a weighted-average remaining contractual life of six
years.
20
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
- -- FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:
CASH AND CASH EQUIVALENTS--The fair value of cash and cash equivalents
approximates carrying value.
TRADING ACCOUNT AND INVESTMENT SECURITIES--Fair values are based on quoted
market prices.
LOANS--For both short-term loans and variable-rate loans that reprice frequently
and with no significant change in credit risk, fair values are based on carrying
values. The fair values for certain mortgage loans, including one-to-four
family residential, are based on quoted market prices of similar loans sold in
conjunction with securitization transactions, adjusted for differences in loan
characteristics. The fair value for other loans is estimated using discounted
cash flow analyses using interest rates currently being offered for loans with
similar terms to borrowers of similar credit quality.
INTEREST RECEIVABLE/PAYABLE--The fair values of interest receivable/payable
approximate carrying values.
FHLB STOCK--Fair value of FHLB stock is based on the price at which it may be
resold to the FRB.
DEPOSITS--The fair values of noninterest-bearing, interest-bearing demand and
savings accounts are equal to the amount payable on demand at the balance sheet
date. The carrying amounts for variable rate, fixed-term certificates of
deposit approximate their fair values at the balance sheet date. Fair values
for fixed-rate certificates of deposit are estimated using a discounted cash
flow calculation that applies interest rates currently being offered on
certificates to a schedule of aggregated expected monthly maturities on such
time deposits.
SHORT-TERM BORROWINGS AND LONG-TERM DEBT--The fair value of these borrowings are
estimated using a discounted cash flow calculation, based on current rates for
similar debt.
OFF-BALANCE-SHEET COMMITMENTS--Commitments include commitments to purchase and
originate mortgage loans, commitments to sell mortgage loans, and standby
letters of credit and are generally of a short-term nature. The fair value of
such commitments are based on fees currently charged to enter into similar
agreements, taking into account the remaining terms of the agreements and the
counterparties' credit standing. The carrying amounts of these commitments,
which are immaterial, are reasonable estimates of the fair values of these
financial statements.
21
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
The estimated fair values of the Company's financial instruments are as follows:
<TABLE>
<CAPTION>
1997 1996
--------------------------------------------------------------------
CARRYING FAIR Carrying Fair
JUNE 30 AMOUNT VALUE Amount Value
- --------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 3,795 $ 3,795 $ 4,745 $ 4,745
Trading account securities 796 796 247 247
Investment securities available for sale 25,113 25,113 20,838 20,838
Investment securities held to maturity 20,207 20,018 19,834 19,295
FHLB stock 1,169 1,169 1,090 1,090
Loans, net 104,984 105,135 95,974 99,314
Interest receivable 1,074 1,074 955 955
LIABILITIES
Deposits 133,203 133,307 126,742 127,293
Short-term borrowings 7,500 7,507 1,875 1,896
Long-term debt 721 721 775 784
Interest payable 548 548 534 534
</TABLE>
22
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
- -- CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
Presented below is condensed financial information as to financial position,
results of operations and cash flows for the Company:
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30 1997 1996
- ----------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C>
Cash $ 284 $ 283
Account receivable--subsidiary 48 12
Trading securities, at fair value 796 247
Loan to ESOP 125 209
Investment in subsidiary 15,339 14,819
Other assets 6
------------------------------
Total assets $16,592 $15,576
==============================
LIABILITIES
Accrued expenses $ 25 $ 3
------------------------------
STOCKHOLDERS' EQUITY
Common stock 1,286 746
Additional paid-in capital 6,094 6,233
Less: Common stock acquired by ESOP (125) (209)
Common stock acquired by MRP and SERP (101) (121)
Common stock acquired by Rabbi trusts (283) (258)
Treasury stock (2,031) (1,826)
Retained earnings 11,717 11,157
Unrealized gain (loss) on securities available for sale 10 (149)
Total stockholders' equity 16,567 15,573
------------------------------
Total liabilities and stockholders' equity $16,592 $15,576
==============================
</TABLE>
23
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
CONDENSED STATEMENT OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- -------------------------------------------------------------------------------------------------------
INCOME
<S> <C> <C> <C>
Dividends from subsidiary $ 620 $ 350 $ 410
Net gain (loss) on trading securities 307 (3)
Other income 27 36 50
----------------------------------------------
Total income 954 383 460
EXPENSES
Other expenses 30 46 48
----------------------------------------------
INCOME BEFORE INCOME TAX AND EQUITY IN
UNDISTRIBUTED INCOME OF SUBSIDIARY 924 337 412
INCOME TAX EXPENSE (BENEFIT) 108 (2) 1
----------------------------------------------
INCOME BEFORE EQUITY IN UNDISTRIBUTED
INCOME OF SUBSIDIARY 816 339 411
EQUITY IN UNDISTRIBUTED INCOME OF SUBSIDIARY 222 508 880
----------------------------------------------
NET INCOME $1,038 $ 847 $1,291
==============================================
</TABLE>
24
<PAGE>
HFB FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table Dollar Amounts in Thousands)
CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30 1997 1996 1995
- --------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net earnings $1,038 $ 847 $1,291
Adjustments to reconcile net income to net
cash provided by operating activities
Equity in undistributed earnings of subsidiary (222) (508) (880)
Amortization of cost of ESOP and MRP 104 130 95
(Increase) decrease in account receivable--
subsidiary (36) (3) 11
Net change in trading account securities (549) (247)
Net change in other assets and other liabilities (51) (151) (108)
-----------------------------------------------
Net cash provided by operating activities 284 68 409
-----------------------------------------------
INVESTING ACTIVITIES
Principal collected on loans to subsidiary
under repurchase agreement 589 379
Principal collected on loan to ESOP 84 84 86
-----------------------------------------------
Net cash provided by investing activities 84 673 465
-----------------------------------------------
FINANCING ACTIVITIES
Sale of common stock 282 40 136
Cash paid in lieu of fractional shares (5)
Purchase of stock (205) (330) (500)
Other (25) (10) (18)
Cash dividends (414) (387) (388)
-----------------------------------------------
Net cash used by financing activities (367) (687) (770)
-----------------------------------------------
NET INCREASE IN CASH 1 54 104
CASH, BEGINNING OF YEAR 283 229 125
-----------------------------------------------
CASH, END OF YEAR $ 284 $ 283 $ 229
===============================================
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for interest $ 1
Cash paid for income taxes 4 1
</TABLE>
25
<PAGE>
[LOGO OF GEO. S. OLIVE & CO. LLC APPEARS HERE]
INDEPENDENT AUDITOR'S REPORT
To the Stockholders and
Board of Directors
HFB Financial Corporation
Middlesboro, Kentucky
We have audited the consolidated balance sheet of HFB Financial Corporation
and subsidiary as of June 30, 1997, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows for the year then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit. The consolidated
financial statements of HFB Financial Corporation as of June 30, 1996 and for
the two years then ended were audited by other auditors whose report dated
August 2, 1996 expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements described above present
fairly, in all material respects, the consolidated financial position of HFB
Financial Corporation and subsidiary as of June 30, 1997, and the results of
their operations and their cash flows for the year then ended, in conformity
with generally accepted accounting principles.
Geo. S. Olive & Co. LLC
Evansville, Indiana
July 25, 1997
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[LETTERHEAD OF GROVER GREWELING & CO., PSC]
INDEPENDENT AUDITOR'S REPORT
----------------------------
Board of Directors and Stockholders
HFB Financial Corporation
Middlesboro, Kentucky
We have audited the accompanying consolidated balance sheets of HFB Financial
Corporation and Subsidiary as of June 30, 1996 and 1995, and the related
consolidated statements of earnings, stockholders' equity, and cash flows for
the years ended June 30, 1996, 1995 and 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of HFB Financial
Corporation and Subsidiary as of June 30, 1996 and 1995 and the results of their
operations and their cash flows for the years ended June 30, 1996, 1995 and 1994
in conformity with generally accepted accounting principles.
As discussed in notes 1 and 12 to the consolidated financial statements, in 1994
the Company adopted changes in its methods of accounting for income taxes and
certain investments in debt and equity securities.
/s/ Grover Greweling & Co., PSC
Louisville, Kentucky
August 2, 1996
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HFB FINANCIAL CORPORATION
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned, thereunto duly authorized.
HFB FINANCIAL CORPORATION
By: /s/ David B. Cook
--------------------------
David B. Cook
President and
Chief Executive Officer
By: /s/ Stanley Alexander, Jr.
--------------------------
Stanley Alexander, Jr.
Chief Financial Officer
Dated: February 10, 1998
