HARVEST HOME FINANCIAL CORP
10QSB, 1999-08-16
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20552

(Mark One)

[X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended             June 30, 1999
                               -----------------------------------------------

                                       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 No.  0-25300

                       HARVEST HOME FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

Ohio                                                             31-1402988
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                           Identification Number)

3621 Harrison Avenue
Cheviot, Ohio                                                       45211
(Address of principal                                            (Zip Code)
executive office)

Registrant's telephone number, including area code: (513)   661-6612

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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

As of August  9,  1999,  the  latest  practicable  date,  875,289  shares of the
registrant's common stock, without par value, were issued and outstanding.









                               Page 1 of 18 pages

<PAGE>


                       Harvest Home Financial Corporation

                                      INDEX

                                                                       Page

PART I  - FINANCIAL INFORMATION

          Consolidated Statements of Financial Condition                  3

          Consolidated Statements of Earnings                             4

          Consolidated Statements of Comprehensive Income                 5

          Consolidated Statements of Cash Flows                           6

          Notes to Consolidated Financial Statements                      8

          Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations                                                     11

PART II - OTHER INFORMATION                                              17

SIGNATURES                                                               18



<PAGE>

<TABLE>

                       Harvest Home Financial Corporation
<CAPTION>

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        (In thousands, except share data)


                                                                                         June 30,         September 30,
         ASSETS                                                                              1999                  1998
<S>                                                                                         <C>                     <C>
Cash and due from banks                                                                  $    801               $ 1,505
Federal funds sold                                                                            900                   200
Interest-bearing deposits in other financial institutions                                   2,306                 1,182
                                                                                          -------                ------
        Cash and cash equivalents                                                           4,007                 2,887

Investment securities designated as available for sale - at market                          5,970                 4,032
Mortgage-backed securities designated as available for sale -
  at market                                                                                35,600                37,864
Loans receivable - net                                                                     51,029                48,797
Office premises and equipment - at depreciated cost                                         1,212                 1,117
Federal Home Loan Bank stock - at cost                                                      1,692                 1,606
Accrued interest receivable on loans                                                          261                   257
Accrued interest receivable on mortgage-backed securities                                     161                   173
Accrued interest receivable on investments and
  interest-bearing deposits                                                                   154                    47
Prepaid expenses and other assets                                                             145                   114
Prepaid federal income taxes                                                                   22                    -
                                                                                          -------                ------

         Total assets                                                                    $100,253               $96,894
                                                                                          =======                ======

         LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                 $ 66,597               $60,225
Advances from the Federal Home Loan Bank                                                   23,500                25,850
Advances by borrowers for taxes and insurance                                                  54                   119
Accrued interest payable                                                                      118                   126
Other liabilities                                                                             162                   230
Accrued federal income taxes                                                                   -                     65
Deferred federal income taxes                                                                  -                    302
                                                                                          -------                ------
        Total liabilities                                                                  90,431                86,917

Stockholders' equity
  Common stock - 2,000,000 shares of no par value authorized;
    991,875 shares issued                                                                      -                     -
  Additional paid-in capital                                                                6,900                 6,903
  Retained earnings - restricted                                                            5,290                 5,191
  Shares acquired by Employee Stock Ownership Plan                                           (224)                 (301)
  Shares acquired by Recognition and Retention Plan                                          (194)                 (291)
  Unrealized gains (losses) on securities designated as available for sale,
    net of related tax effects                                                               (499)                   87
  Less 116,586 and 129,518 shares of treasury stock - at cost                              (1,451)               (1,612)
                                                                                          -------                ------
         Total stockholders' equity                                                         9,822                 9,977
                                                                                          -------                ------

         Total liabilities and stockholders' equity                                      $100,253               $96,894
                                                                                          =======                ======
</TABLE>






                                        3



<PAGE>

<TABLE>

                       Harvest Home Financial Corporation
<CAPTION>

                       CONSOLIDATED STATEMENTS OF EARNINGS

                        (In thousands, except share data)


                                                                         Nine months ended            Three months ended
                                                                              June 30,                     June 30,
                                                                         1999         1998            1999         1998
<S>                                                                      <C>          <C>              <C>         <C>
Interest income
  Loans                                                                $2,837       $2,698          $  945       $  917
  Mortgage-backed securities                                            1,595        1,506             540          468
  Investment securities                                                   224          329              85          100
  Interest-bearing deposits and other                                     229          259              70           61
                                                                        -----        -----           -----        -----
         Total interest income                                          4,885        4,792           1,640        1,546

Interest expense
  Deposits                                                              2,250        2,210             757          737
  Borrowings                                                              913          886             310          237
                                                                        -----        -----           -----        -----
         Total interest expense                                         3,163        3,096           1,067          974
                                                                        -----        -----           -----        -----

         Net interest income                                            1,722        1,696             573          572

Provision for losses on loans                                               9            9               3            3
                                                                        -----        -----           -----        -----

         Net interest income after provision
           for losses on loans                                          1,713        1,687             570          569

Other income
  Gain on sale of investment and mortgage-backed
    securities designated as available for sale                            -            43              -            37
   Other operating                                                         61           46              21           15
                                                                        -----        -----           -----        -----
         Total other income                                                61           89              21           52

General, administrative and other expense
  Employee compensation and benefits                                      686          671             232          216
  Occupancy and equipment                                                 239          219              89           72
  Federal deposit insurance premiums                                       27           27               9            9
  Franchise taxes                                                          87           93              27           32
  Other operating                                                         148          163              42           55
                                                                        -----        -----           -----        -----
         Total general, administrative and other expense                1,187        1,173             399          384
                                                                        -----        -----           -----        -----

         Earnings before income taxes                                     587          603             192          237

Federal income taxes
  Current                                                                 199          158             (44)          82
  Deferred                                                                  1           38             110           (1)
                                                                        -----        -----           -----        -----
         Total federal income taxes                                       200          196              66           81
                                                                        -----        -----           -----        -----

         NET EARNINGS                                                  $  387       $  407          $  126       $  156
                                                                        =====        =====           =====        =====

         EARNINGS PER SHARE
           Basic                                                         $.44         $.47            $.14         $.18
                                                                          ===          ===             ===          ===

           Diluted                                                       $.43         $.45            $.14         $.17
                                                                          ===          ===             ===          ===

</TABLE>


                                        4


<PAGE>

<TABLE>

                       Harvest Home Financial Corporation
<CAPTION>

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                           Nine months                 Three months
                                                                         ended June 30,                ended June 30,
                                                                     1999           1998            1999           1998
<S>                                                                  <C>             <C>             <C>           <C>
Net earnings                                                        $ 387           $407           $ 126           $156

Other comprehensive income, net of tax:
  Unrealized holding gains (losses) on securities
    during the period                                                (586)           184            (426)           124

Reclassification adjustment for realized gains
  included in earnings                                                 -             (28)             -             (24)
                                                                     ----            ---            ----            ---

Comprehensive income (loss)                                         $(199)          $563           $(300)          $256
                                                                     ====            ===            ====            ===


</TABLE>






























                                        5



<PAGE>

<TABLE>

                     The Harvest Home Financial Corporation
<CAPTION>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       For the nine months ended June 30,
                                 (In thousands)

                                                                                                 1999              1998
<S>                                                                                              <C>               <C>
Cash flows provided by (used in) operating activities:
  Net earnings for the period                                                                 $   387            $  407
  Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
    Amortization of deferred loan origination fees                                                (25)              (33)
    Depreciation and amortization                                                                  55                41
    Amortization of premiums and discounts on mortgage-backed
      and investment securities - net                                                              19                (7)
    Gain on sale of investment and mortgage-backed securities                                      -                (43)
    Amortization expense of stock benefit plans                                                   210               193
    Provision for losses on loans                                                                   9                 9
    Federal Home Loan Bank stock dividends                                                        (86)              (73)
    Increase (decrease) in cash due to changes in:
      Accrued interest receivable on loans                                                         (4)               (3)
      Accrued interest receivable on mortgage-backed securities                                    12               (16)
      Accrued interest receivable on investments and interest-
        bearing deposits                                                                         (107)              (27)
      Prepaid expenses and other assets                                                           (31)              (73)
      Accrued interest payable                                                                     (8)                5
      Other liabilities                                                                           (68)             (104)
      Federal income taxes
        Current                                                                                   (87)               67
        Deferred                                                                                    1                38
                                                                                               ------             -----
         Net cash provided by operating activities                                                277               381

Cash flows provided by (used in) investing activities:
  Principal repayments on mortgage-backed securities                                           13,381             16,367
  Purchase of mortgage-backed securities                                                      (11,963)           (21,984)
  Proceeds from sale of mortgage-backed securities                                                 -               1,884
  Purchase of investment securities                                                            (4,000)                -
  Proceeds from maturity of investment securities                                               2,000              2,000
  Principal repayments on loans                                                                 9,182              9,254
  Loan disbursements                                                                          (11,398)           (12,679)
  Purchase of Federal Home Loan Bank stock                                                         -                (286)
  Purchase of office equipment                                                                   (150)              (187)
                                                                                               ------             ------
         Net cash used in investing activities                                                 (2,948)            (5,631)

Cash flows provided by (used in) financing activities:
  Net increase in deposits                                                                      6,372                826
  Proceeds from Federal Home Loan Bank advances                                                 8,000             24,100
  Repayment of Federal Home Loan Bank advances                                                (10,350)           (22,600)
  Advances by borrowers for taxes and insurance                                                   (65)               (53)
  Dividends paid on common stock                                                                 (288)              (296)
  Purchase of treasury stock                                                                       -                (516)
  Stock options exercised                                                                         122                 -
                                                                                               ------             ------
         Net cash provided by financing activities                                              3,791              1,461
                                                                                               ------             ------

Net increase (decrease) in cash and cash equivalents                                            1,120             (3,789)

Cash and cash equivalents at beginning of period                                                2,887              5,264
                                                                                               ------             ------

Cash and cash equivalents at end of period                                                    $ 4,007            $ 1,475
                                                                                               ======             ======

</TABLE>

                                        6


<PAGE>

<TABLE>

                     The Harvest Home Financial Corporation
<CAPTION>

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                       For the nine months ended June 30,
                                 (In thousands)


                                                                                                 1999              1998
<S>                                                                                              <C>                <C>
Supplemental disclosure of cash flow information:
  Cash paid during the year for:
    Federal income taxes                                                                       $  295            $  182
                                                                                                =====             =====

    Interest on deposits and borrowings                                                        $3,171            $3,091
                                                                                                =====             =====


Supplemental disclosure of noncash investing activities:
  Unrealized gains (losses) on securities designated as available
    for sale, net of related tax effects                                                       $ (586)           $  156
                                                                                                =====             =====

</TABLE>
































                                        7


<PAGE>


                       Harvest Home Financial Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        For the nine and three month periods ended June 30, 1999 and 1998


1.  Basis of Presentation

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance  with  instructions  for Form 10-QSB and,  therefore,  do not include
information or footnotes  necessary for a complete  presentation of consolidated
financial  position,  results of operations  and cash flows in  conformity  with
generally  accepted   accounting   principles.   Accordingly,   these  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and  notes  thereto  of  Harvest  Home  Financial  Corporation  (the
"Corporation")  included in the Annual  Report on Form 10-KSB for the year ended
September  30, 1998.  However,  in the opinion of  management,  all  adjustments
(consisting of only normal  recurring  accruals)  which are necessary for a fair
presentation of the consolidated  financial  statements have been included.  The
results of  operations  for the nine and three month periods ended June 30, 1999
are not  necessarily  indicative  of the results  which may be  expected  for an
entire fiscal year.

2.  Principles of Consolidation

The accompanying  consolidated  financial statements include the accounts of the
Corporation and Harvest Home Savings Bank (the "Savings Bank").  All significant
intercompany items have been eliminated.

3.  Earnings Per Share

Basic  earnings  per share is computed  based upon the  weighted-average  shares
outstanding during the period,  less shares in the ESOP that are unallocated and
not committed to be released.  Weighted-average common shares outstanding, which
gives effect to 20,337 unallocated ESOP shares,  totaled 871,073 and 875,289 for
the nine and three month periods ended June 30, 1999.  Weighted  average  common
shares  outstanding,  which  gives  effect to 28,252  unallocated  ESOP  shares,
totaled  862,019 and 862,050 for the nine and three month periods ended June 30,
1998.

Diluted earnings per share is computed taking into  consideration  common shares
outstanding  and  dilutive  potential  common  shares  to be  issued  under  the
Corporation's   stock  option  plan.   Weighted-average   common  shares  deemed
outstanding for purposes of computing diluted earnings per share totaled 910,516
and  899,498  for the nine and three  month  periods  ended June 30,  1999,  and
897,444 and 899,573 for the nine and three month periods ended June 30, 1998.

Incremental  shares related to the assumed exercise of stock options included in
the computation of diluted  earnings per share totaled 39,443 and 24,209 for the
nine and three months ended June 30, 1999 and 35,425 and 37,523 for the nine and
three months ended June 30, 1998, respectively.






                                        8


<PAGE>


                       Harvest Home Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the nine and three month periods ended June 30, 1999 and 1998


4.  Effects of Recent Accounting Pronouncements

In June 1997,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income."  SFAS No. 130  established  standards  for reporting and
display of comprehensive income and its components  (revenues,  expenses,  gains
and losses) in a full set of general-purpose financial statements.  SFAS No. 130
requires  that all items that are  required to be  recognized  under  accounting
standards  as  components  of  comprehensive  income be  reported in a financial
statement  that is  displayed  with  the  same  prominence  as  other  financial
statements.  It does not require a specific format for that financial  statement
but  requires  that  an  enterprise   display  an  amount   representing   total
comprehensive income for the period in that financial statement.

SFAS  No.  130  requires  that  an  enterprise   (a)  classify  items  of  other
comprehensive  income by their nature in a financial  statement  and (b) display
the accumulated balance of other  comprehensive  income separately from retained
earnings and additional  paid-in  capital.  SFAS No. 130 is effective for fiscal
years  beginning  after  December  15,  1997.   Reclassification   of  financial
statements for earlier periods  provided for  comparative  purposes is required.
Management adopted SFAS No. 130 effective October 1, 1998, as required,  without
material effect on the Corporation's financial statements.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information." SFAS No. 131 significantly changed the way
that public business  enterprises report information about operating segments in
annual financial  statements and requires that those enterprises report selected
information  about reportable  segments in interim  financial  reports issued to
shareholders.  It also  established  standards  for  related  disclosures  about
products and services, geographic areas and major customers. SFAS No. 131 uses a
"management  approach" to disclose  financial and descriptive  information about
the way that management  organizes the segments within the enterprise for making
operating  decisions  and  assessing  performance.  For  many  enterprises,  the
management  approach  will likely  result in more segments  being  reported.  In
addition,  SFAS No. 131 requires  significantly more information to be disclosed
for each reportable segment than is presently being reported in annual financial
statements  and also requires that selected  information  be reported in interim
financial statements. SFAS No. 131 is effective for fiscal years beginning after
December 15, 1997. Management adopted SFAS No. 131 effective October 1, 1998, as
required, without material impact on the Corporation's financial statements.

In June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities,"  which requires  entities to recognize all
derivatives  in their  financial  statements  as either  assets  or  liabilities
measured at fair value.  SFAS No. 133 also  specifies  new methods of accounting
for hedging  transactions,  prescribes  the items and  transactions  that may be
hedged,  and  specifies  detailed  criteria  to be  met  to  qualify  for  hedge
accounting.





                                        9



<PAGE>


                       Harvest Home Financial Corporation

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

        For the nine and three month periods ended June 30, 1999 and 1998


4.  Effects of Recent Accounting Pronouncements (continued)

The definition of a derivative  financial instrument is complex, but in general,
it is an instrument  with one or more  underlyings,  such as an interest rate or
foreign exchange rate, that is applied to a notional  amount,  such as an amount
of currency,  to determine the settlement  amount(s).  It generally  requires no
significant initial investment and can be settled net or by delivery of an asset
that is  readily  convertible  to cash.  SFAS No.  133  applies  to  derivatives
embedded in other contracts, unless the underlying of the embedded derivative is
clearly and closely related to the host contract.

SFAS No.  133,  as amended  by SFAS No.  137,  is  effective  for  fiscal  years
beginning  after June 15, 2000. On adoption,  entities are permitted to transfer
held-to-maturity  debt securities to the  available-for-sale or trading category
without  calling into  question  their intent to hold other debt  securities  to
maturity in the future.  SFAS No. 133 is not expected to have a material  impact
on the Corporation's financial statements.































                                       10


<PAGE>


                       Harvest Home Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Forward-Looking Statements

In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  the  Corporation's  operations  and the  Corporation's
actual  results  could  differ   significantly   from  those  discussed  in  the
forward-looking  statements.  Some of the factors that could cause or contribute
to such differences are discussed herein but also include changes in the economy
and interest rates in the nation and the Corporation's market area generally.

Some of the  forward-looking  statements  included  herein  are  the  statements
regarding management's determination of the amount and adequacy of the allowance
for  losses  on  loans,  the  effect  of the year  2000 on  certain  information
technology systems and the effect of certain recent accounting pronouncements on
results of operations and financial position.


Discussion of Financial  Condition  Changes from  September 30, 1998 to June 30,
1999

At June 30,  1999,  the  Corporation  had total  assets of  $100.3  million,  an
increase of $3.4 million,  or 3.5%,  from  September  30, 1998.  The increase in
assets  was  funded  primarily  through  growth  in  deposits  of $6.4  million,
partially  offset by a decrease in  borrowings  of $2.4  million,  and consisted
primarily  of a $2.0  million  increase  in  investment  securities,  and a $2.2
million  increase  in loans  receivable,  offset by a $2.3  million  decrease in
mortgage-backed securities.

Cash and due from banks, federal funds sold,  interest-bearing deposits in other
financial institutions and investment securities increased by $3.1 million, to a
total of $10.0  million at June 30,  1999.  The  increase  in liquid  assets was
primarily  the result of a $6.4 million  increase in deposits,  offset by a $2.2
million increase in loans receivable.

Mortgage-backed  securities  decreased by $2.3  million,  or 6.0%, to a total of
$35.6  million at June 30, 1999,  as compared to $37.9  million at September 30,
1998.  Principal  repayments of $13.4 million  during the 1999 nine month period
exceeded purchases of $12.0 million. Proceeds from repayments of mortgage-backed
securities  were utilized to repay advances from Federal Home Loan Bank, as such
securities were matched with these advances in leveraged  purchase  transactions
during fiscal 1999 and 1998.

Loans receivable increased by $2.2 million, or 4.6%, to a total of $51.0 million
at June 30, 1999. Loan origination  volume of $11.4 million during the 1999 nine
month period exceeded principal repayment on loans of $9.2 million.

The Savings Bank's  allowance for loan losses totaled $136,000 at June 30, 1999,
and $127,000 at September  30, 1998.  The allowance for loan losses is evaluated
by  management  based upon an  assessment  of current and  anticipated  economic
conditions applied to the loan portfolio,  as well as, evaluating the quality of
the portfolio.  At June 30, 1999, the Corporation  had $79,000 in  nonperforming
loans,  as compared to $49,000 in  nonperforming  loans at  September  30, 1998.
Although  management  believes  that its  allowance  for loan losses at June 30,
1999, was adequate based on the available facts and circumstances,  there can be
no assurance  that  additions to such  allowance will not be necessary in future
periods, which could adversely affect Harvest Home's results of operations.


                                       11


<PAGE>



                       Harvest Home Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Discussion of Financial  Condition  Changes from  September 30, 1998 to June 30,
1999 (continued)

Deposits totaled $66.6 million at June 30, 1999, an increase of $6.4 million, or
10.6%, over the $60.2 million of deposits outstanding at September 30, 1998. The
increase  primarily  reflects growth in  certificates of deposit,  as management
maintained interest rates on these products slightly higher than those available
in the overall  market.  Proceeds  from such  deposit  growth  were  redeployed,
subsequent  to June  30,  1999,  to fund  purchases  of  short  term  investment
securities and growth in the loan portfolio.

Advances  from the Federal Home Loan Bank  decreased by $2.4  million,  or 9.1%,
during the current period due to repayments resulting primarily from prepayments
received on mortgage-backed securities which had been matched with such advances
at inception.

The Savings Bank is subject to risk-based  capital ratio guidelines  implemented
by the Federal Deposit Insurance Corporation ("FDIC").  The guidelines establish
a systematic  analytical  framework that makes regulatory  capital  requirements
more  sensitive to  differences  in risk profiles  among banking  organizations.
Risk-based  capital  ratios are  determined by  allocating  assets and specified
off-balance  sheet  commitments to four  risk-weighted  categories,  with higher
levels of capital being  required for the categories  perceived as  representing
greater risk.

These  guidelines  divide the Savings Bank's  capital into two tiers.  The first
tier  ("Tier  1")  includes  common  equity,  certain  non-cumulative  perpetual
preferred stock (excluding auction rate issues) and minority interests in equity
accounts  of  consolidated   subsidiaries,   less  goodwill  and  certain  other
intangible  assets (except  mortgage  servicing rights and purchased credit card
relationships,  subject  to  certain  limitations).  Supplementary  ("Tier  II")
capital  includes,   among  other  items,  cumulative  perpetual  and  long-term
limited-life preferred stock, mandatory convertible  securities,  certain hybrid
capital  instruments,  term subordinated debt and the allowance for loan losses,
subject to certain  limitations,  less  required  deductions.  Savings banks are
required to maintain a total risk-based capital ratio of 8%, of which 4% must be
Tier 1 capital.  The FDIC may,  however,  set higher capital  requirements  when
particular  circumstances  warrant.  Savings banks  experiencing or anticipating
significant  growth are expected to maintain capital ratios,  including tangible
capital positions, well above the minimum levels.

In  addition,  the FDIC  established  guidelines  prescribing  a minimum  Tier 1
leverage  ratio (Tier 1 capital to adjusted  total  assets as  specified  in the
guidelines).  These guidelines provide for a minimum Tier 1 leverage ratio of 3%
for savings banks that meet certain specified criteria, including that they have
the  highest   regulatory  rating  and  are  not  experiencing  or  anticipating
significant  growth.  All other  savings banks are required to maintain a Tier 1
leverage  ratio of 3% plus an  additional  cushion  of at least 100 to 200 basis
points.

As of June  30,  1999,  the  Savings  Bank's  regulatory  capital  substantially
exceeded all minimum capital requirements.



                                       12



<PAGE>


                       Harvest Home Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Comparison  of Operating  Results for the Nine Month Periods Ended June 30, 1999
and 1998

General

Net  earnings  for the nine months  ended June 30,  1999,  totaled  $387,000,  a
decrease of $20,000,  or 4.9%,  from the comparable  nine month period in fiscal
1998. The decrease in net earnings resulted primarily from a $14,000 increase in
general,  administrative  and other expense, a $28,000 decrease in other income,
and a $4,000  increase in federal  income tax  provision,  which were  partially
offset by a $26,000 increase in the net interest income.

Net Interest Income

Interest income on loans totaled $2.8 million for the nine months ended June 30,
1999,  an increase of  $139,000,  or 5.2%,  over the nine months  ended June 30,
1998, due primarily to a $4.1 million increase in the average  portfolio balance
outstanding,  partially  offset by a decrease in the yield of  approximately  27
basis points,  to 7.62% for the nine month period ended June 30, 1999.  Interest
income on  mortgage-backed  securities  increased by $89,000,  or 5.9%, due to a
$4.2 million increase in the average portfolio balance outstanding year to year,
partially  offset by a 40 basis point  decrease in the  weighted-average  yield.
Interest  income on  investment  securities  and other  interest-earning  assets
decreased by $135,000,  or 23.0%.  This decrease was primarily due to a $990,000
decrease in the weighted-average  balance outstanding,  coupled with a 109 basis
point decrease in the weighted-average yield.

Interest  expense on deposits  increased  by $40,000,  or 1.8%,  during the nine
months ended June 30, 1999.  The  increase  was  primarily  the result of a $4.6
million  increase in the average  balance of deposits  outstanding,  offset by a
decrease in cost of deposits of  approximately  27 basis points to 4.64% for the
nine months ended June 30, 1999,

Interest expense on borrowings  increased by $27,000,  or 3.0%, as a result of a
$3.1 million  increase in the average  outstanding  balance of advances from the
Federal  Home Loan Bank,  partially  offset by a 58 basis point  decrease in the
weighted-average cost of funds.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income  increased by $26,000 or 1.5%,  during the nine months ended
June 30, 1999, as compared to the nine months ended June 30, 1998.  The interest
rate spread  decreased by 8 basis points  during the nine months ending June 30,
1999 to 2.03%, while the net interest margin decreased by 16 basis point for the
same period, amounting to 2.39%.

Other Income

Other income totaled $61,000 for the nine months ended June 30, 1999, a decrease
of $28,000,  or 31.5%, from the comparable 1998 nine month period. This decrease
was  primarily  due to the  absence  of  the  $43,000  gain  on  the  sale  of a
mortgage-backed  security recorded in the 1998 period,  offset by an increase in
NOW account fees.




                                       13


<PAGE>


                       Harvest Home Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


Comparison  of Operating  Results for the Nine Month Periods Ended June 30, 1999
and 1998 (continued)

General, Administrative and Other Expense

General,  administrative  and other  expense  totaled  $1.2 million for the nine
months  ended June 30,  1999,  an increase of  $14,000,  or 1.2%,  over the same
period in 1998, reflecting  management's continuing efforts to control operating
costs.

Federal Income Taxes

The  provision  for federal  income taxes  totaled  $200,000 for the nine months
ended June 30, 1999, an increase of $4,000, or 2.0%. The Corporation's effective
tax rates amounted to 34.1% and 32.5% during the nine months ended June 30, 1999
and 1998, respectively.


Comparison of Operating  Results for the Three Month Periods Ended June 30, 1999
and 1998

General

Net  earnings for the three months  ended June 30,  1999,  totaled  $126,000,  a
decrease of $30,000,  or 19.2%, from the comparable  quarter in fiscal 1998. The
decrease in net earnings  resulted  primarily  from a $31,000  decrease in other
income and a $15,000  increase in general,  administrative  and other  expenses,
partially offset by a $15,000 decrease in the federal income tax provision.

Net Interest Income

Interest  income on loans  totaled  $945,000 for the three months ended June 30,
1999, an increase of $28,000, or 3.1%, over the 1998 quarter, due primarily to a
$3.4 million increase in the average  portfolio balance  outstanding,  partially
offset by a decrease in the yield of approximately 31 basis points, to 7.51% for
the quarter ended June 30, 1999.  Interest income on mortgage-backed  securities
increased by $72,000,  or 15.4%,  due to a $5.6 million  increase in the average
portfolio balance outstanding year to year, partially offset by a 12 basis point
decrease in the weighted-average yield. Interest income on investment securities
and other  interest-earning  assets decreased by $6,000,  or 3.7%. This decrease
was  primarily  the result of 96 basis point  decrease  in the  weighted-average
yield,  offset by a $1.1  million  increase  in the  average  portfolio  balance
outstanding.










                                       14



<PAGE>


                       Harvest Home Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Comparison of Operating  Results for the Three Month Periods Ended June 30, 1999
and 1998 (continued)

Net Interest Income (continued)

Interest  expense on deposits  increased by $20,000,  or 2.7%,  during the three
months ended June 30, 1999.  The  increase  was  primarily  the result of a $6.2
million  increase in the average balance of deposits  outstanding in the quarter
ended June 30, 1999,  offset by a decrease in cost of deposits of  approximately
34 basis points to 4.56%.

Interest expense on borrowings  increased by $73,000, or 30.8%, as a result of a
$4.7  million  increase in the average  balance  outstanding,  coupled with a 26
basis point increase in the average cost of advances outstanding year to year.

As a result of the foregoing  changes in interest  income and interest  expense,
net interest income increased by $1,000,  or 0.2%, during the three months ended
June 30, 1999, as compared to the three months ended June 30, 1998. The interest
rate spread decreased by 17 basis points to 2.00% for the current quarter, while
the net interest  margin declined by 27 basis points to 2.34% as compared to the
same quarter in 1998.

Other Income

Other  income  totaled  $21,000  for the three  months  ended June 30,  1999,  a
decrease of $31,000,  or 59.6%, from the comparable 1998 quarter.  This decrease
was   primarily   due  to  the  absence  of  the  $37,000  gain  on  sale  of  a
mortgage-backed security recorded in the 1998 period.

General, Administrative and Other Expense

General, administrative and other expense increased by approximately $15,000, or
3.9%,  during the three  months  ended June 30,  1999,  as  compared to the same
quarter in 1998.  This increase was primarily the result of a $16,000,  or 7.4%,
increase  in  employee  compensation  and  benefits,  and a  $17,000,  or 23.6%,
increase in  occupancy  and  equipment  expense,  offset by a $5,000,  or 15.6%,
decrease in franchise taxes and a $13,000,  or 23.6% decrease in other operating
expense.  The increase in employee  compensation and benefits resulted primarily
from normal  merit  increases  and  increased  health  insurance  premiums.  The
increase in occupancy and  equipment  was due to an increase in data  processing
costs,  including  depreciation on the teller operating system upgrade completed
this past quarter.  The decrease in other operating expense was primarily due to
management's continuing efforts to control costs.

Federal Income Taxes

The provision for federal income taxes  decreased by $15,000,  or 18.5%,  during
the three months ended June 30,  1999,  due  primarily to a decrease in earnings
before income taxes of $45,000, or 19.0%. The Corporation's  effective tax rates
amounted  to 34.4% and 34.2%  during the three  months  ended June 30,  1999 and
1998, respectively.



                                       15



<PAGE>


                       Harvest Home Financial Corporation

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Year 2000 Compliance Matters

As with all providers of financial  services,  the Corporation's  operations are
heavily  dependent  on  information   technology  systems.  The  Corporation  is
addressing  the potential  problems  associated  with the  possibility  that the
computers  that  control or operate  the  Corporation's  information  technology
system and  infrastructure  may not be programmed to read  four-digit date codes
and, upon arrival of the year 2000, may recognize the two-digit code "00" as the
year 1900,  causing  systems to fail to function or to generate  erroneous data.
The  Corporation  is working  with the  companies  that  supply or  service  its
information  technology  systems to  identify  and remedy any year 2000  related
problems.

Harvest Home's primary data processing applications are handled by a third-party
service  bureau,  NCR.  NCR has advised  Harvest  Home that it has migrated to a
fully Year 2000  compliant  processing  system that has been fully  tested as of
January 1, 1999. Management has also reviewed Harvest Home's ancillary equipment
and is in the process of providing the appropriate remedial measures,  including
requesting  service  providers to assure the Savings Bank that their systems and
products are fully year 2000  compliant.  Harvest Home has upgraded its existing
teller operating system with capital expense of approximately $170,000.

No  assurance  can be  given,  however,  that  significant  expense  will not be
incurred in future  periods.  In the  unlikely  event that the  Savings  Bank is
ultimately  required to purchase  replacement  computer  systems,  programs  and
equipment,  or incur  substantial  expense to make the  Savings  Bank's  current
systems,  programs and equipment  year 2000  compliant,  the Savings  Bank's net
earnings and financial condition could be adversely affected.

Management  has  developed  a  contingency  plan  which  includes  access  to an
alternative processing site provided by NCR. Additionally,  the Savings Bank can
process transactions manually for a period of several weeks, if necessary,  upon
arrival of the year 2000.

In addition to possible  expense related to its own systems,  Harvest Home could
incur losses if loan  payments are delayed due to year 2000  problems  affecting
any major  borrowers in Harvest  Home's  primary  market area.  Because  Harvest
Home's loan portfolio is highly diversified with regard to individual  borrowers
and  types  of  businesses  and  Harvest  Home's  primary  market  area  is  not
significantly  dependent  upon one employer or  industry,  Harvest Home does not
expect any significant or prolonged  difficulties  that will affect net earnings
or cash flow.











                                       16


<PAGE>


                       Harvest Home Financial Corporation

                                     PART II


ITEM 1.  Legal Proceedings

         Not applicable


ITEM 2.  Changes in Securities and Use of Proceeds

         Not applicable


ITEM 3.  Defaults Upon Senior Securities

         Not applicable


ITEM 4.  Submission of Matters to a Vote of Security Holders

          None.

ITEM 5.  Other Information

         None


ITEM 6.  Exhibits and Reports on Form 8-K

         Reports on Form 8-K:            None.

         Exhibit 27:                     Financial Data Schedule for the six
                                         month period ended June 30, 1999.


















                                       17



<PAGE>



                                   SIGNATURES

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.





Date:    August 12, 1999                By: /s/John E. Rathkamp
                                            John E. Rathkamp
                                            President, Chief Executive Officer
                                            and Secretary



Date:    August 12, 1999                By: /s/Dennis J. Slattery
                                            Dennis J. Slattery
                                            Executive Vice President,
                                            Treasurer

































                                       18


<TABLE> <S> <C>


<ARTICLE>                                                               9
<MULTIPLIER>                                                        1,000

<S>                                                                   <C>
<PERIOD-TYPE>                                                       9-MOS
<FISCAL-YEAR-END>                                             SEP-30-1999
<PERIOD-START>                                                OCT-01-1998
<PERIOD-END>                                                  JUN-30-1999
<CASH>                                                                801
<INT-BEARING-DEPOSITS>                                              2,306
<FED-FUNDS-SOLD>                                                      900
<TRADING-ASSETS>                                                        0
<INVESTMENTS-HELD-FOR-SALE>                                        41,570
<INVESTMENTS-CARRYING>                                                  0
<INVESTMENTS-MARKET>                                                    0
<LOANS>                                                            51,029
<ALLOWANCE>                                                           136
<TOTAL-ASSETS>                                                    100,253
<DEPOSITS>                                                         66,597
<SHORT-TERM>                                                            0
<LIABILITIES-OTHER>                                                   334
<LONG-TERM>                                                        23,500
                                                   0
                                                             0
<COMMON>                                                                0
<OTHER-SE>                                                          9,822
<TOTAL-LIABILITIES-AND-EQUITY>                                    100,253
<INTEREST-LOAN>                                                     2,837
<INTEREST-INVEST>                                                   1,819
<INTEREST-OTHER>                                                      229
<INTEREST-TOTAL>                                                    4,885
<INTEREST-DEPOSIT>                                                  2,250
<INTEREST-EXPENSE>                                                  3,163
<INTEREST-INCOME-NET>                                               1,722
<LOAN-LOSSES>                                                           9
<SECURITIES-GAINS>                                                      0
<EXPENSE-OTHER>                                                     1,187
<INCOME-PRETAX>                                                       587
<INCOME-PRE-EXTRAORDINARY>                                            387
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                          387
<EPS-BASIC>                                                         .44
<EPS-DILUTED>                                                         .43
<YIELD-ACTUAL>                                                       2.39
<LOANS-NON>                                                            79
<LOANS-PAST>                                                            0
<LOANS-TROUBLED>                                                        0
<LOANS-PROBLEM>                                                         0
<ALLOWANCE-OPEN>                                                      127
<CHARGE-OFFS>                                                           0
<RECOVERIES>                                                            0
<ALLOWANCE-CLOSE>                                                     136
<ALLOWANCE-DOMESTIC>                                                    0
<ALLOWANCE-FOREIGN>                                                     0
<ALLOWANCE-UNALLOCATED>                                               136



</TABLE>


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