U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934
For the quarterly period ended December 31, 2001
Commission file number 0-23409
High Country Bancorp, Inc.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Colorado 84-1438612
- ------------------------------ ------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7360 West US Highway 50, Salida Colorado 81201
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(Address of Principal Executive Offices)
719-539-2516
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(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Shares of common stock, $.01 par value outstanding as of February 1, 2002
913,409
HIGH COUNTRY BANCORP, INC.
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Statements of Condition at June 30, 2000
and December 31, 2001 3
Statements of Consolidated Income for the Three and
Six Months Ended December 31, 2001 and 2000 4
Statements of Consolidated Cash Flows for the Six
Months Ended December 31, 2001 and 2000 5
Notes to Financial Statements 6-7
Item 2: Management's Discussion and Analysis or Plan of
Operations 8-11
PART II - OTHER INFORMATION
Item 1: Legal Proceedings 12
Item 2: Changes in Securities and Use of Proceeds 12
Item 3: Defaults Upon Senior Securities 12
Item 4: Submission of Matters to a Vote of Security Holders 12
Item 5: Other Information 12
Item 6: Exhibits and Reports on Form 8-K 12
Signature 12
2
HIGH COUNTRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
December 31, June 30,
ASSETS 2001 2001
------------------------------
Cash and amounts due from banks $ 3,326,365 $ 2,759,671
Interest-bearing deposits at other institutions 11,650,827 9,175,856
Mortgage-backed securities, held to maturity 9,497,751 2,220,909
Loans receivable - net 134,455,535 135,916,318
Loans held for sale 1,098,500 917,500
Federal Home Loan Bank stock, at cost 2,421,600 2,421,600
Accrued interest receivable 1,092,282 1,121,412
Property and equipment, net 6,174,703 6,111,907
Mortgage servicing rights 10,071 14,504
Prepaid expenses and other assets 884,175 508,187
Deferred income taxes 192,800 162,800
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TOTAL ASSETS $ 170,804,609 $ 161,330,664
============= =============
LIABILITIES AND EQUITY
LIABILITIES
Deposits $ 110,003,101 $ 98,517,228
Advances by borrowers for taxes and insurance 244,990 29,724
Escrow accounts 1,692,375 1,070,624
Accounts payable and other liabilities 927,195 988,588
Advances from Federal Home Loan Bank 42,383,332 44,124,999
Accrued income taxes payable 11,096 40,167
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TOTAL LIABILITIES 155,262,089 144,771,330
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Commitments and contingencies
EQUITY
Preferred stock- $.01 par value; authorized 1,000,000
shares; no shares issued or outstanding -- --
Common stock-$.01 par value; authorized 3,000,000 shares;
issued and outstanding 913,409 (December 31, 2001) and
1,028,992 shares (June 30, 2001) 9,134 10,290
Paid-in capital 7,355,022 9,151,686
Retained earnings - substantially restricted 8,886,426 8,215,667
Note receivable from ESOP Trust (626,865) (626,865)
Deferred MRP stock awards (81,197) (191,444)
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TOTAL EQUITY 15,542,520 16,559,334
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TOTAL LIABILITIES AND EQUITY $ 170,804,609 $ 161,330,664
============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
HIGH COUNTRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
December 31, December 31,
2001 2000 2001 2000
---------- ---------- ---------- ----------
Interest Income
Interest on loans $3,100,828 $2,917,611 $6,206,175 $5,640,910
Interest on securities held-to-maturity 63,563 46,509 99,173 93,977
Interest on other interest- bearing assets 104,781 54,414 243,192 102,733
---------- ---------- ---------- ----------
Total interest income 3,269,172 3,018,534 6,548,540 5,837,620
---------- ---------- ---------- ----------
Interest Expense
Deposits 924,925 901,663 1,910,480 1,739,405
Federal Home Loan Bank advances 662,102 677,201 1,334,747 1,280,487
---------- ---------- ---------- ----------
Total interest expense 1,587,027 1,578,864 3,245,227 3,019,892
---------- ---------- ---------- ----------
Net interest income 1,682,145 1,439,670 3,303,313 2,817,728
Provision for losses on loans 55,000 75,000 115,000 135,000
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 1,627,145 1,364,670 3,188,313 2,682,728
---------- ---------- ---------- ----------
Noninterest Income
Service charges on deposits 71,478 49,322 133,765 93,432
Loans sold 292,015 65,677 479,844 101,281
Title and escrow fees 105,098 68,257 198,714 130,852
Other 127,041 47,196 219,169 116,515
---------- ---------- ---------- ----------
Total noninterest income 595,632 230,452 1,031,492 442,080
---------- ---------- ---------- ----------
Noninterest Expense
Compensation and benefits 858,980 628,070 1,654,904 1,254,316
Occupancy and equipment 325,253 267,002 629,776 525,812
Insurance and professional fees 60,671 61,461 147,119 131,333
Other 210,514 162,445 358,065 315,317
---------- ---------- ---------- ----------
Total noninterest expense 1,455,418 1,118,978 2,789,864 2,226,778
---------- ---------- ---------- ----------
Income before income taxes 767,359 476,144 1,429,941 898,030
Income tax expense 293,000 186,800 544,500 348,272
---------- ---------- ---------- ----------
Net income $ 474,359 $ 289,344 $ 885,441 $ 549,758
========== ========== ========== ==========
Basic Earnings Per Common Share $ 0.56 $ 0.29 $ 0.98 $ 0.56
========== ========== ========== ==========
Diluted Earnings Per Common Share $ 0.54 $ 0.29 $ 0.96 $ 0.56
========== ========== ========== ==========
Weighted Average Common Shares
Outstanding Basic 852,463 981,765 905,303 983,103
Diluted 877,758 981,765 926,984 983,103
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
HIGH COUNTRY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31,
2001 2000
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Operating Activities
Net income $ 885,441 $ 549,758
Adjustments to reconcile net income to net cash provided
by operating activities:
Amortization of:
Deferred loan origination fees (145,194) (69,368)
Premiums on investments 6,166 2,292
Compensation expense on Management Recognition Plan 128,830 118,457
ESOP market value expense 34,429 10,091
Provision for losses on loans 115,000 135,000
Deferred income taxes (30,000) (48,200)
Depreciation 230,667 194,557
Income taxes (29,071) 5,977
Net change in miscellaneous assets (342,425) (38,426)
Net change in miscellaneous liabilities 153,873 (689,868)
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Net cash provided by operating activities 1,007,716 170,270
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Investing Activities
Net change in interest bearing deposits (2,474,971) (1,007,395)
Net change in loans receivable 1,309,977 (13,147,215)
Purchases of mortgage-backed securities (7,869,845) --
Principal repayments of mortgage-backed securities-held-to-maturity 586,837 136,143
Redemption securities held to maturity -- 200,000
Purchase of Federal Home Loan Bank stock -- (429,600)
Purchases of property and equipment (293,463) (209,011)
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Net cash used by investing activities (8,741,465) (14,457,078)
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Financing Activities
Net change in deposits 11,485,873 4,526,503
Net change in escrow funds 621,751 291,416
Purchase of common stock (1,850,832) (165,037)
Cash dividends paid (214,682) (249,291)
Proceeds (payment) on FHLB advances (1,741,667) 8,593,333
----------- ------------
Net cash provided by financing activities 8,300,443 12,996,924
----------- ------------
Net increase (decrease) in cash and cash equivalents 566,694 (1,289,884)
Cash and cash equivalents, beginning 2,759,671 4,392,623
----------- ------------
Cash and cash equivalents, ending $ 3,326,365 $ 3,102,739
=========== ============
Supplemental disclosure of cash flow information
Cash paid for:
Taxes $ 593,031 $ 406,222
Interest 3,269,296 3,027,756
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
HIGH COUNTRY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
DECEMBER 31, 2001
Note 1. Nature of Business
High Country Bancorp, Inc. (the "Company") was incorporated under the laws of
the State of Colorado for the purpose of becoming the holding company of Salida
Building and Loan Association (the "Association") in connection with the
Association's conversion from a federally chartered mutual savings and loan
association to a federally chartered stock savings and loan association,
pursuant to its Plan of Conversion. The Company was organized in August 1997 to
acquire all of the common stock of Salida Building and Loan Association upon its
conversion to stock form, which was completed on December 9, 1997. In November
1999, the Association incorporated a new subsidiary, High Country Title and
Escrow Company. This company is offering title insurance and escrow closing
services with the Association's market area. In February 2000, the name of
Salida Building and Loan Association was changed to High Country Bank (the
"Bank").
Note 2. Basis of Presentation
The accompanying unaudited consolidated financial statements, (except for the
statement of financial condition at June 30, 2001, which is audited) have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management all adjustments necessary for a fair
presentation of the financial position and results of operations for the periods
presented have been included. The financial statements of the Company are
presented on a consolidated basis with those of High Country Bank and it's
subsidiary High Country Title and Escrow Company. The results of operations for
the six months ended December 31, 2001 are not necessarily indicative of the
results of operations that may be expected for the year ended June 30, 2002. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The accounting policies followed are as set forth in Note 1. of the Notes to
Financial Statements in the 2001 High Country Bancorp, Inc. financial statements
Note 3. Regulatory Capital Requirements
At December 31, 2001, the Bank met each of the three current minimum regulatory
capital requirements. The following table summarizes the Bank's regulatory
capital position at December 31, 2001:
Tangible Capital:
Actual $15,170,000 8.88%
Required 2,563,000 1.50
Excess $12,607,000 7.38%
Core Capital:
Actual $15,170,000 8.88%
Required 5,126,000 3.00
Excess $10,044,000 5.88%
Risk-Based Capital:
Actual $16,588,000 13.80%
Required 9,613,000 8.00
Excess $ 6,975,000 5.80%
6
HIGH COUNTRY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
December 31, 2001
Tangible and core capital levels are shown as a percentage of total adjusted
assets; risk-based capital levels are shown as a percentage of risk-weighted
assets.
Note 4. Earnings Per Share
The Company adopted Financial Accounting Standards Board Statement No. 128
relating to earnings per share. The statement requires dual presentations of
basic and diluted earnings per share on the face of the income statement and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shares
in the earnings of the entity.
7
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2001 AND DECEMBER 31, 2001
The Company's total assets increased by $9.5 million or 5.9% from $161.3 million
at June 30, 2001 to $170.8 million at December 31, 2001. The increase in assets
was due to mortgage-backed securities growth of $7.3 million and
interest-bearing deposit growth of $2.5 million.
Interest bearing deposits increased $2.5 million from $9.2 million at June 30,
2001 to $11.7 million at December 31, 2001. The increase during the period was
primarily due to deposit growth. In the upcoming months, these funds may be used
for paying down FHLB advances, seasonal deposit withdrawals, loan demand and
other investment purchases.
Mortgage-backed securities classified as "held to maturity" increased by $7.3
million from $2.2 million at June 30, to $9.5 million at December 31, 2001. The
Bank purchased adjustable-rate GNMA and FHLMC mortgage backed securities in
order to improve investment yields as compared to interest-bearing deposits and
lower interest rate risk. At December 31, 2001 the securities had an estimated
fair value of $9.4 million.
Net loans decreased $1.3 million from $136.8 million at June 30, 2001 to $135.6
December 31, 2001. During the six months ended December 31, 2001, a decrease in
single family mortgage loans of $4.0 million was partially offset by increases
of $2.7 million in commercial mortgage loans and $800,000 in single family
construction loans. The decrease in single family mortgage loans was due to the
refinancing of portfolio loans into sold loans. In the commercial and
construction loan areas, the Bank benefited from strong local purchase
financing, local construction activity and loan refinancing.
During the six months ended December 31, 2001, the Bank sold $30.8 million of
fixed-rate loans to the Federal Home Loan Mortgage Corporation. At December 31,
2001, loans held for sale were $1.1 million. The loans are valued at the lower
of cost or market.
The allowance for loan losses totaled $1.4 million at December 31, 2001 and $1.3
million at June 30, 2001. At December 31, 2001 and June 30, 2001, the ratio of
the allowance for loan losses to net loans was 1.05% and 0.99%, respectively. As
of those dates the non-performing loans in the Bank's portfolio were $1.9 and
$1.8 million, respectively. The total non-performing loans at December 31, 2001
included 35 loans secured by commercial real estate, single family residences,
vacant land, business equipment and autos. The largest non-performing loan
totals $728,000 and is a business purpose loan secured by two single family
residences and vacant land. No loss is expected on this loan. During the six
months ended December 31, 2001, there were $45,000 of loans charged off and no
recoveries of previous loan losses. The determination of the allowance for loan
losses is based on a review and classification of the Bank's portfolio and other
factors, including the market value of the underlying collateral, growth and
composition of the loan portfolio, the relationship of the allowance for loan
losses to outstanding loans, historical loss experience, delinquency trends and
prevailing economic conditions. Particular attention was focused on the Bank's
commercial loan portfolio and any impaired loans. The Bank believes the current
level of allowance for loan losses is adequate to provide for probable future
losses, although there are no assurances that probable future losses, if any,
will not exceed estimated amounts.
At December 31, 2001 deposits increased to $110.0 million from $98.5 million at
June 30, 2001 or a net increase of 11.7%. Seasonal growth, competitive rates and
stock market uncertainty fueled the growth. The increase funded investment in
mortgage backed securities and interest bearing deposits.
Advances from the Federal Home Loan Bank decreased to $42.4 million at December
31, 2001 from $44.1 million at June 30, 2001. Over the next few quarters,
advances are expected to decrease as they mature and are paid off with interest
bearing deposits.
8
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In September 2001, the Bank completed the stock repurchase program that it
commenced in November 2000. On November 3, 2001, the Company announced a plan to
repurchase up to 10% or 92,221 shares of the outstanding stock. Since November
3, 2001, the Bank has repurchased 8,800 shares at a cost of $146,000. For the
six months ended December 31, 2001, the Bank repurchased 106,783 shares at a
cost of $1.9 million. On November 19, 2001, the Company paid dividends of $0.25
per share.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND
2000
Net Income. The Company's net income for the three months ended December 31,
2001 was $474,000 compared to $289,000 for the three months ended December 31,
2000. The increase in net income resulted primarily from increased interest
income and non-interest loan sale income which offset increased compensation,
occupancy and other operating expense.
Net Interest Income. Net interest income for the three months ended December 31,
2001 was $1.7 million compared to $1.4 million for the three months ended
December 31, 2000. The increase is attributed to increased interest earned on
interest earning assets due to loan growth less the increase in interest expense
due to the increase in interest bearing liabilities. The average yield on
interest earning assets decreased from 8.74% for the three months ended December
31, 2000 to 8.18% for the three months ended December 31, 2001. The decrease was
due to growth in low earning interest bearing deposits and mortgage backed
securities. The average cost of interest bearing liabilities also decreased from
5.11% for the three months ended December 31, 2000 to 4.36% for the three months
ended December 31, 2001. The decrease in costs was due to lower deposit rates
and less reliance on higher costing Federal Home Loan Advances. The interest
rate spread increased from 3.63% for the three months ended December 31, 2000 to
3.82% for the three months ended December 31, 2001.
Provision for Losses on Loans. The provision for loan loss was $55,000 for the
three months ended December 31, 2001 as compared to $75,000 for the three months
ended December 31, 2000. The decline reflects the relative stability in the
Bank's problem assets during the quarter.
Non-interest Income. Non-interest income was $596,000 for the three months ended
December 31, 2001 as compared to $230,000 for the three months ended December
31, 2000. Loan origination growth from favorable mortgage loan interest rates
increased income from loan sales. For the three months ended December 31, 2001,
the Bank sold $19.0 million as compared to $2.4 million for the three months
ended December 31, 2000. The increased loan activity also helped boost title and
escrow fees from High Country Title and Escrow Company and other loan fees.
Non-interest Expenses. Non-interest expenses were $1.5 million for the three
months ended December 31, 2001 as compared to $1.1 million for the three months
ended December 31, 2000. Increases occurred in compensation and benefit expense,
occupancy expense and other expenses. The increases are tied to additional
employees associated with growth.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31 2001 AND
2000
Net Income. The Company's net income for the six months ended December 31, 2001
was $885,000 compared to $550,000 for the six months ended December 31, 2000.
The increase in net income resulted primarily from increased interest income and
non-interest loan sale income which offset increased interest, compensation,
occupancy and other operating expense.
9
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Net Interest Income. Net interest income for the six months ended December 31,
2001 was $3.3 million compared to $2.8 million for the six months ended December
31, 2000. The increase is attributed to increase interest earned on interest
earning assets due to loan growth less the increase in interest expense due to
the increase in interest bearing liabilities. The average yield on interest
earning assets decreased from 8.65% for the six months ended December 31, 2000
to 8.33% for the six months ended December 31, 2001. The decrease in yield is
associated with the growth in lower earning interest bearing deposits and
mortgage backed securities and lower rate loan refinances. The average cost of
interest bearing liabilities also decreased from 5.03% for the six months ended
December 31, 2000 to 4.56% for the six months ended December 31, 2001. The
decrease in average cost is due to less reliance on higher costing FHLB advances
and lower deposit rates. The interest rate spread increased from 3.62% for the
six months ended December 31, 2000 to 3.77% for the six months ended December
31, 2001.
Non-interest Income. Non-interest income increased from $442,000 for the six
months ended December 31, 2000 to $1.0 million for the six months ended December
31, 2001. The increase is primarily due to loan sales of $30.8 million for the
six months ended December 31, 2001 compared to $6.3 million for the six months
ended December 31, 2000. Title and escrow fees and other income also increased
due to greater loan activity resulting from historically low mortgage loan
interest rates.
Non-interest Expense. Non-interest expense increased from $2.2 million for the
six months ended December 31, 2000 to $2.8 million for the six months ended
December 31, 2001. The majority of the increase was in compensation and benefit
expense, occupancy expense and other expenses. The increases are tied to
additional employees and other expenses due to growth.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds consist of deposits, FHLB advances,
repayment of loans and mortgage-backed securities, maturities of investments and
interest-bearing deposits, and funds provided from operations. While scheduled
repayments of loans and mortgage-backed securities and maturities of investment
securities are predicable sources of funds, deposit flows and loan prepayments
are greatly influenced by the general level of interest rates, economic
conditions and competition. The Company uses its liquidity resources principally
to fund existing and future loan commitments, to fund maturing certificates of
deposit and demand deposit withdrawals, to fund maturing FHLB advances, to
invest in other interest-earning assets, to maintain liquidity, and to meet
operating expenses. Management believes that proceeds from loan repayments and
other sources of funds will be adequate to meet the Company's liquidity needs
for the immediate future.
The OTS repealed a statutory liquidity requirement in late 2000. The Bank was
previously required to maintain a minimum ratio of 4%. Under revised
regulations, the Bank is required to maintain sufficient liquidity to ensure a
safe and sound operation. Management believes that the Bank's sources of
liquidity for potential uses are adequate under the revised regulations.
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles, which require the
measurement of financial position and results of operations in terms of
historical dollars without considering changes in the relative purchasing power
of money over time because of inflation. Unlike most industrial companies,
virtually all of the assets and liabilities of the Company are monetary in
nature. As a result, interest rates have a more significant impact on the
Company's performance than the effects of general levels of inflation. Interest
rates do not necessarily move in same direction or in the same magnitude as the
prices of goods and services.
10
HIGH COUNTRY BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are subject to certain risks and uncertainties including changes
in economic conditions in the Company's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, loan demand in the
Company's market area, and competition that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which reflect management's analysis only as
the date made. The Company does not undertake any obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date of such statements.
11
HIGH COUNTRY BANCORP, INC.
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities and Use of Proceeds
None
ITEM 3: Defaults Upon Senior Securities
Not Applicable
ITEM 4: Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting on October 30, 2001 in
Salida, Colorado. At the meeting, Philip W. Harsh and Scott G.
Erchul were reelected to three-year terms. The voting results
were as follows:
Votes For Withheld
Number Percent Number Percent
-----------------------------------------------
Phillip W. Harsh 919,593 99.9% 530 0.1%
Scott G Erchul 918,023 99.7% 2,100 0.3%
There were 19,572 broker non-votes.
ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
Form 8-K was filed November 5, 2001 reporting under Item 5 the
commencement of a stock repurchase program to acquire up to
92,221 shares of the Company's common stock.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
High Country Bancorp, Inc.
Registrant
Date February 7, 2002 /s/ Larry D. Smith
---------------- -------------------------------
Larry D. Smith, President
12