SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999.
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-26570
Harrodsburg First Financial Bancorp, Inc.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 61-1284899
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
104 South Chiles Street, Harrodsburg, Kentucky 40330-1620
- ---------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (606) 734-5452
--------------
Indicate by check mark whether the registrant (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 ninety days. Yes |X| No | |
- -----------------
As of May 4, 1999, 1,735,975 shares of the registrant's common stock were issued
and outstanding.
Page 1 of 18 Pages Exhibit Index at Page N/A
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<PAGE>
CONTENTS
---------------------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1999 (unaudited) and
September 30, 1998...........................................3
Consolidated Statements of Income for the Three-Month Periods Ended
March 31, 1999 and 1998 (unaudited) and the Six-Month
Periods Ended March 31, 1999 and 1998 (unaudited)............4
Consolidated Statements of Changes in Stockholders' Equity for the
Six Month Period Ended March 31, 1999 (unaudited)............5
Consolidated Statements of Cash Flows for the Six Month Periods Ended
March 31, 1999 and March 31, 1998 (unaudited)................6
Notes to Consolidated Financial Statements............................8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................17
Item 2. Changes in Securities................................................17
Item 3. Defaults Upon Senior Securities......................................17
Item 4. Submission of Matters to a Vote of Security Holders..................17
Item 5. Other Information....................................................17
Item 6. Exhibits and Reports on Form 8-K.....................................17
SIGNATURES
2
<PAGE>
HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
As of As of
March 31, September 30,
1999 1998
------------------ ------------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 628,444 $ 739,772
Interest Bearing Deposits 10,878,809 7,334,333
Available-for-sale securities 4,418,106 3,825,492
Held-to-maturity securities 7,182,664 11,140,809
Loans receivable, net 86,283,609 85,271,904
Accrued interest receivable 614,193 660,798
Premises and equipment, net 835,046 852,123
Other assets 68,861 94,046
------------------ ------------------
Total assets $ 110,909,732 $ 109,919,277
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 82,061,548 $ 78,995,644
Advance payments by borrowers for taxes and insurance 41,405 71,849
Deferred federal income tax 1,823,261 1,398,193
Dividends payable 319,516 354,445
Other liabilities 68,247 117,533
------------------ ------------------
Total liabilities 84,313,977 80,937,664
------------------ ------------------
Stockholders' equity
Common stock, $0.10 per value, 5,000,000 shares authorized;
2,182,125 shares issued 218,213 218,213
Additional paid-in capital 21,178,342 21,154,129
Retained earnings, substantially restricted 10,892,945 11,003,179
Accumulated other comprehensive income 2,866,132 2,475,007
Treasury stock, 444,683 and 258,607 shares as of March 31,
1999 and September 30, 1998, respectively (7,225,517) (4,477,515)
Unallocated employee stock ownership plan (ESOP) shares (1,334,360) (1,391,400)
------------------ ------------------
Total stockholders' equity 26,595,755 28,981,613
------------------ ------------------
Total liabilities and stockholders' equity $ 110,909,732 $ 109,919,277
================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
---------------------------
<TABLE>
<CAPTION>
For the Three-Month Periods For the Six-Month Periods
Ended March 31 Ended March 31,
1999 1998 1999 1998
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest income:
Interest on loans $ 1,671,740 $ 1,657,143 $ 3,357,289 $ 3,279,832
Interest and dividends on securities 139,450 196,358 310,364 391,060
Other interest income 108,292 101,222 198,811 236,758
-------------- ------------- ------------- -------------
Total interest income 1,919,482 1,954,723 3,866,464 3,907,650
-------------- ------------- ------------- -------------
Interest expense:
Interest on deposits 939,414 959,986 1,907,977 1,944,911
-------------- ------------- ------------- -------------
Net interest income 980,068 994,737 1,958,487 1,962,739
Provision for loan losses 40,000 10,000 75,000
-------------- ------------- ------------- -------------
Net interest income after provision
for loan losses 980,068 954,737 1,948,487 1,887,739
-------------- ------------- ------------- -------------
Non-interest income:
Loan and other service fees, net 24,876 20,887 47,291 40,081
Other 3,381 8,994 6,747 13,602
-------------- ------------- ------------- -------------
Total non-interest income 28,257 29,881 54,038 53,683
-------------- ------------- ------------- -------------
Non-interest expense:
Compensation and benefits 238,256 236,061 465,646 463,614
Occupancy expenses, net 34,199 34,174 67,511 71,323
Federal and other insurance premiums 12,289 13,122 23,960 26,195
Data processing expenses 32,116 28,647 62,805 55,090
State franchise tax 23,814 23,819 47,633 47,406
Other operating expenses 103,641 103,662 207,029 186,763
-------------- ------------- ------------- -------------
Total non-interest expense 444,315 439,485 874,584 850,391
-------------- ------------- ------------- -------------
Income before income tax expense 564,010 545,133 1,127,941 1,091,031
Income tax expense 191,764 185,344 383,500 370,950
-------------- ------------- ------------- -------------
Net income $ 372,246 $ 359,789 $ 744,441 $ 720,081
============== ============= ============= =============
Earnings per common share $ 0.23 $ 0.20 $ 0.44 $ 0.39
============== ============= ============= =============
Earnings per common share
assuming dilution $ 0.23 $ 0.20 $ 0.44 $ 0.39
============== ============= ============= =============
Weighted average common shares
outstanding 1,632,106 1,823,697 1,683,690 1,831,650
============== ============= ============= =============
Weighted average common shares
outstanding after dilutive effect 1,632,106 1,825,860 1,683,690 1,833,701
============== ============= ============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
for the six month period ended March 31, 1999
(unaudited)
---------------------------
<TABLE>
<CAPTION>
Accumulated
Additional Other Unearned Total
Common Paid-in Retained Comprehensive Treasury ESOP Stockholders'
Stock Capital Earnings Income Stock Shares Equity
----------- ------------ ------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1998 $ 218,213 $ 21,154,129 $ 11,003,179 $ 2,475,007 $ (4,477,515) $ (1,391,400) $ 28,981,613
------------
Comprehensive income:
Net income 744,441 744,441
Other comprehensive income,
net of tax unrealized
gains on securities 391,125 391,125
------------
Total comprehensive income 1,135,566
Dividend declared (854,675) (854,675)
ESOP shares earned 24,213 57,040 81,253
Purchase of common stock,
186,076 shares (2,748,002) (2,748,002)
----------- ------------ ------------ ----------- ------------ ------------ ------------
Balance, March 31, 1999 $ 218,213 $ 21,178,342 $ 10,892,945 $ 2,866,132 $ (7,225,517) $ (1,334,360) $ 26,595,755
=========== ============ ============ =========== ============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
---------------------------
<TABLE>
<CAPTION>
For the Six-Month Periods
Ended March 31,
1999 1998
-------------- -------------
<S> <C> <C>
Operating activities
Net income $ 744,441 $ 720,081
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 10,000 75,000
ESOP benefit expense 81,253 97,338
Provision for depreciation 28,465 35,209
Gain on sale of fixed asset (5,394)
Amortization of loan fees (38,627) (27,601)
Accretion/amortization of investment
premium/discount (2,212) 1,565
FHLB stock dividend (48,500) (46,700)
Change in:
Interest receivable 46,605 (33,121)
Interest payable 1,539 419
Accrued liabilities (50,825) (101,712)
Prepaid expense 25,185 15,776
Income taxes payable 223,579 162,980
-------------- -------------
Net cash provided by operating activities 1,020,903 893,840
-------------- -------------
Investing activities
Net (increase) decrease in loans (983,078) (2,754,113)
Maturity of certificates of deposit 600,000
Purchase of held-to-maturity securities (1,000,000)
Maturity of securities held-to-maturity 4,000,000 500,000
Principal repayments - mortgage back securities 8,856 12,015
Purchase of fixed assets - (31,684)
Sale of fixed assets (11,388) 5,394
-------------- -------------
Net cash provided (used) by investing activities 3,014,390 (2,668,388)
-------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(Unaudited)
---------------------------
<TABLE>
<CAPTION>
For the Six-Month Periods
Ended March 31,
1999 1998
-------------- -------------
<S> <C> <C>
Financing activities
Net increase (decrease) in demand deposits,
NOW accounts and savings accounts 1,660,721 12,454
Net increase (decrease) in certificates of deposit 1,405,184 (566,475)
Net increase (decrease) in custodial accounts (30,444) (25,148)
Purchase of treasury stock (2,748,002) (1,308,296)
Payment of dividends (889,604) (749,385)
--------------- ---------------
Net cash provided (used) by financing activities (602,145) (2,636,850)
--------------- ---------------
Increase (decrease) in cash and cash equivalents 3,433,148 (4,411,398)
Cash and cash equivalents, beginning of period 8,074,105 12,620,793
--------------- ---------------
Cash and cash equivalents, end of period $ 11,507,253 $ 8,209,395
=============== ===============
Supplemental Disclosures
Cash payments for:
Interest on deposits $ 1,906,438 $ 1,944,492
=============== ===============
Income taxes $ 225,000 $ 310,000
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE>
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Harrodsburg First Financial Bancorp (the "Company") was formed at the
direction of First Federal Savings Bank of Harrodsburg (the "Bank") to
become the holding company of the Bank upon the conversion of the Bank
from mutual to stock form (the "Conversion"). The Company's sole business
is to serve as a holding company for the Bank. Accordingly, the financial
statements and discussions herein include both the Company and the Bank.
The Company was incorporated at the direction of the Board of Directors of
the Bank in June 1995. On September 29, 1995, the Bank converted from
mutual to stock form as a wholly owned subsidiary of the Company. In
conjunction with the Conversion, the Company issued 2,182,125 shares of
its common stock to the public.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
("GAAP") for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) necessary for fair
presentation have been included. The results of operations and other data
for the three and six month periods ended March 31, 1999 are not
necessarily indicative of results that may be expected for the entire
fiscal year ending September 30, 1999.
2. Dividends
On March 16, 1999, the Board of Directors of the Company authorized the
payment of a cash dividend of $.20 per share to all shareholders of record
on March 31, 1999 payable on April 15, 1999. The total dividends paid by
the Company for the six months ended March 31, 1999 amounted to $854,675.
3. Treasury stock
The Company repurchased a total of 89,900 shares at a total price of
$1,325,375 during the three months ended March 31, 1999. During the six
months ended March 31, 1999, a total of 186,076 shares had been
repurchased at a total price of $2,748,002.
8
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition
The Company's consolidated assets increased approximately $990,000, or .90% to
$110.9 million at March 31, 1999 compared to $110.0 million at September 30,
1998. The net increase of $990,000 was due primarily to a $3.4 million increase
in cash and interest-bearing deposits and a $1.0 million increase in net loans
receivable, offset in part by a decrease of $3.4 million in investment
securities.
The Company's investment portfolio decreased approximately $3.4 million.
Securities classified as available-for-sale and recorded at market value per
SFAS No. 115 increased $593,000 due solely to the increase in market value of
such securities. Securities held-to-maturity decreased $4.0 million primarily
due to the call of five $500,000 FHLB bonds and three $500,000 FNMA bonds.
Under SFAS No. 115, unrealized gains or losses on securities available-for-sale
are recorded net of deferred income tax as a separate component of retained
earnings. At March 31, 1999, the Company included net unrealized gains of
approximately $2,866,000 in retained earnings. At September 30, 1998, the
Company included net unrealized gains of approximately $2,475,000 in retained
earnings. Per SFAS No. 115, such gains or losses will not be reflected as a
charge or credit to earnings until the underlying gains or loss, if any, is
actually realized at the time of sale.
Loans receivable increased by $1.0 million, or 1.2%, from $85.3 million at
September 30, 1998 to $86.3 million at March 31, 1999 as management continued
its efforts to be competitive in meeting the loan demand in the Bank's market
area.
Deposits increased $3.1 million, or 3.9% from $79.0 million at September 30,
1998 to $82.1 million at March 31, 1999. This increase reflects the Company's
competitively priced product line within the local market area.
Stockholders' equity decreased by $2.4 million to $26.6 million for the period
ended March 31, 1999. The net decrease of $2.4 million is due to decreases of
$2.7 million from the purchase of the Company's stock and the declaration of
dividends totaling $855,000, offset in part by an increase from net income of
$744,000, an increase of $391,000 in net unrealized appreciation on investments
held-for-sale, plus an increase of $81,000 related to the release of ESOP shares
from collateral during the six month period ended March 31, 1999.
Results of Operations for the Three Months Ended March 31, 1999 and 1998
Net Income
Net income increased by $12,000, or 3.5%, for the three month period ended March
31, 1999 as compared to the same period in 1998. The net increase of $12,000 was
due to a decrease of $40,000 in the provision for loan losses offset by a
$15,000 decrease in net interest income, a $2,000 decrease in non interest
income, a $5,000 increase in non interest expenses, and a $6,000 increase in
income tax expense for 1999 compared to 1998.
9
<PAGE>
Net Interest
Net interest income for the three months ended March 31, 1999 was $980,000
compared to $995,000 for the same period in 1998. The decrease in net interest
income in 1999 of $15,000 was due to a decrease in interest income of $35,000
offset by a decrease in interest expense of $20,000.
Interest Income
Interest income was $1.9 million, or 7.1% of average interest-earning assets,
for the quarter ended March 31, 1999 as compared to $2.0 million, or 7.3% of
average interest-earning assets, for the quarter ended March 31, 1998. Interest
income decreased $35,000 or 1.8% from 1999 to 1998. The change was due to an
increase of $2.0 million in the average balance of interest-earning assets
during the quarter ended March 31, 1999 compared to the quarter ended March 31,
1998, offset by a 26 basis point decrease in the average rate earned on
interest-earning assets.
Interest Expense
Interest expense was $939,000, or 4.6% of average interest-bearing deposits, for
the quarter ended March 31, 1999 as compared to $959,000, or 4.9% of average
interest-bearing deposits, for the corresponding period in 1998. Interest
expense decreased by $20,000 due primarily to a 29 basis point decrease in the
average rate paid on average interest bearing liabilities offset by an increase
of $3.1 million in the average balance of interest bearing liabilities during
the quarter ended March 31, 1999 compared to the quarter ended March 31, 1998.
Provision for Loan Losses
There was no provision for loan losses during the quarter ended March 31, 1999,
as compared to a $40,000 provision for the corresponding period in 1998.
Management considered many factors in determining the necessary levels of the
allowance for loan losses, including an analysis of specific loans in the
portfolio, estimated value of the underlying collateral, assessment of general
trends in the real estate market, delinquency trends, prospective economic and
regulatory conditions, inherent loss in the loan portfolio, and the relationship
of the allowance for loan losses to outstanding loans. At March 31, 1999, the
allowance for loan losses represented .40% of total loans compared to .45% at
March 31, 1998. The allowance for loan losses was at a level consistent with
management's analysis of the loan portfolio.
Non Interest Income
Non-interest income amounted to $28,000 and $30,000 for the quarters ended March
31, 1999 and 1998, respectively. The largest item in non interest income is
service fees on loan and deposit accounts, which amounted to $25,000 and $21,000
for 1999 and 1998, respectively.
Non Interest Expense
Non-interest expense increased approximately $5,000, or 1.1% to $444,000 for the
quarter ended March 31, 1999 compared to $439,000 for the comparable period in
1998. Non-interest expense was 1.6% of average assets for both periods. The
increase of $5,000 was due primarily to increases of $2,000 in compensation and
benefits and $3,000 in data processing expenses.
10
<PAGE>
Income Taxes
The provision for income tax expense amounted to approximately $191,000 and
$185,000 for the quarters ended March 31, 1999 and 1998, respectively, which as
a percentage of income before income tax expenses amounted to 34.0% for 1999 and
1998.
Results of Operations for the Six Months Ended March 31, 1999 and 1998
Net Income
Net income increased by $24,000 or 3.4% for the six month period ended March 31,
1999 as compared to the same period in 1998. The net increase of $24,000 was due
to a decrease of $4,000 in net interest income, a $24,000 increase in
non-interest expense, a decrease of $65,000 in the provision for loan losses,
and a $13,000 increase in income tax expense for the six month period ended
March 31, 1999 compared to the same period in 1998.
Interest Income
Interest income was $3.9 million, or 7.1% of average interest-earning assets for
the six month period ended March 31, 1999 compared to $3.9 million, or 7.3% of
average-earning assets for the six month period ended March 31, 1998. Interest
income decreased by $41,000 or 1.1% from 1998 to 1999. The decrease in interest
income was due to a decrease of 17 basis points in the average rate earned
offset by a $1.3 million increase in the average balance of interest-earning
assets during the six month period ended March 31, 1999 compared to the six
month period ended March 31, 1998.
Interest Expense
Interest expense was 1.9 million, or 4.8% of average interest-bearing deposits,
for the six month period ended March 31, 1999 as compared to $1.9 million, or
5.0% of average interest-bearing deposits, for the corresponding period in 1998.
Interest expense decreased by $37,000 or 1.9% from 1998 to 1999. The decrease in
interest expense was due primarily to a 28 basis point decrease in the average
rate paid on the deposits offset by a $3.0 million increase in the average
balance of interest bearing liabilities for the period ended March 31, 1999
compared to the corresponding period in 1998.
Provision for Loan Losses
The provision for loan losses during the six month period ended March 31, 1999
amounted to $10,000 as compared to $75,000 for the corresponding period in 1998.
Management considers many factors in determining the necessary level of the
allowance for loan losses, including an analysis of specific loans in the
portfolio, estimated value of the underlying collateral, assessment of general
trends in the real estate market, delinquency trends, prospective economic and
regulatory conditions, inherent loss in the loan portfolio, and the relationship
of the allowance for loan losses to outstanding loans.
Non-Interest Income
Non-interest income amounted to $54,000 for both the six month periods ended
March 31, 1999 and 1998. The largest item in non-interest income is service fees
on loan and deposit accounts, which amounted to $47,000 and $40,000 for the six
month period ended March 31, 1999 and 1998, respectively.
11
<PAGE>
Non-Interest Expense
Non-interest expense increased $24,000 or 2.8% to $874,000 for the six month
period ended March 31, 1999 compared to $850,000 for the comparable period in
1998. Non-interest expense was 1.6% of average assets for both periods. The
increase of $24,000 was due primarily to an increase of $20,000 in other
operating expenses plus a net increase of $4,000 in all other non interest
expense classifications. The increase of $20,000 in other operating expenses was
due to increases in transfer agent fees, accounting fees, supplies, and
franchise taxes related to the holding company.
Income Taxes
The provision for income tax expense amounted to approximately $384,000 and
$371,000 for the six month periods ended March 31, 1999 and 1998, respectively,
which as a percentage of income before income tax expense amounted to a 34.0%
for both periods.
Year 2000 Readiness
The financial industry is one of the largest industries impacted by the year
2000 issue. However, this is not a new problem. This issue was first faced years
ago when financial institutions began issuing mortgage loans for 25-30 years,
which caused the maturity date to fall in year 2000 or beyond. So, this is not a
new issue for financial institutions.
The following discussion of the implications of the Year 2000 problem for the
Bank contains numerous forward looking statements based on inherently uncertain
information. The cost of the project and the date on which the Bank plans to
complete the internal Year 2000 modifications are based on management's best
estimates, which are derived utilizing a number of assumptions of future events
including the continued availability of internal and external resources, third
party modifications, and other factors. However, there can be no guarantee that
these statements will be achieved, and actual results could differ. Moreover,
although management believes it will be able to make the necessary modifications
in advance, there can be no guarantee that failure to modify the systems would
not have a material adverse effect on the Bank.
The Bank places a high degree of reliance on computer systems of third parties,
such as customers, suppliers, and other financial and governmental institutions.
Although the Bank is assessing the readiness of these third parties and
preparing contingency plans, there can be no guarantee that the failure of these
third parties to modify their systems in advance of December 31, 1999 would not
have a material adverse affect on the Bank.
First Federal Savings Bank of Harrodsburg has fully completed the Awareness
Phase and the Assessment Phase of its Year 2000 Compliance Plan. All mission
critical systems have been identified and the status determined.
The Bank is currently working on the Renovation Phase of its Plan. As the Bank
uses an outside service provider, INTRIEVE, Inc., the renovation of its mission
critical system largely depends upon their progress. They are actively pursuing
every avenue required to insure their Y2K compliance and are currently being
monitored by the Bank's regulatory agency, the Office of Thrift Supervision.
INTRIEVE, Inc. is keeping their customers informed as to their state of
readiness. The Bank has identified that its teller processing hardware and
software, used to process deposits, withdrawals, payments, and other customer
transactions, are not currently Y2K compatible, and the Bank has purchased Y2K
compatible hardware and software. The hardware and software is currently
scheduled for installation during May 1999. The Bank anticipates all testing
should be completed by June 30, 1999.
12
<PAGE>
Total expenses related to year 2000 compliance are estimated at approximately
$175,500. Expenses consist of the cost of replacement hardware and software,
consulting fees and labor. Expenses to date are approximately $16,500. The
balance of expenses are estimated at $157,000 in 1999, of which the main expense
is replacement hardware and software, and the remaining estimated expenses are
$2,000 in the year 2000 for consulting fees and labor.
The major component of risk to the Bank lies with its service provider,
INTRIEVE, Inc. Should INTRIEVE, Inc. not become fully Y2K compliant, it would be
necessary for the Bank to revert to manual processing of customer accounts.
Though this would be a labor-intensive process, it would be possible to operate
in such a manner for a reasonable period of time. The Bank does not anticipate
any risk associated with environmental systems, such as heating/air
conditioning, phone systems, or utilities, as it has been assured that all
systems are Y2K compliant. However, as First Federal Savings Bank does not
control all software it uses or interfaces to, it is possible that errors may be
undetected should other parties fail to ensure their systems are year 2000
compliant.
First Federal has adopted a Contingency Plan to be used in the event on-line
processing with INTRIEVE, Inc., the Bank's service provider, is not operational
due to the rollover of the date from December 31, 1999 to January 1, 2000. The
plan, if needed, will be implemented by the Year 2000 Steering Team as
designated in the Bank's Year 2000 Compliance Plan approved by the Board of
Directors.
Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business relationships with the
Bank, such as customers, vendors, payment system providers, and other financial
institutions, makes it impossible to assure that a failure to achieve compliance
by one or more of these entities would not have material adverse impact on the
operations of the Bank.
13
<PAGE>
Non-Performing Assets
The following table sets forth information with respect to the Bank's
non-performing assets at the dates indicated. No loans were recorded as
restructured loans within the meaning of SFAS No. 15 at the dates indicated.
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
--------------- ---------------
(amounts in thousands)
<S> <C> <C>
Loans accounted for on a non-accrual basis:/1
Real Estate:
Residential............................................... $ - $ -
--------------- ---------------
Total .................................................... - -
--------------- ---------------
Accruing loans which are contractually past due 90 days or more:
Real Estate:
Residential............................................... 348 358
Other .................................................... 25 27
Consumer.................................................. 51 104
--------------- ---------------
Total .................................................... 424 489
--------------- ---------------
Total of non-accrual and 90 day past due loans.................. $ 424 $ 489
=============== ===============
Percentage of net loans......................................... .61% .57%
=============== ===============
Other non-performing assets/2................................... $ - $ -
=============== ===============
</TABLE>
At March 31, 1999, the Bank did not have any loans in non-accrual status.
Accordingly, all income earned for the six months ended March 31, 1999 on the
loans in the table above, has been included in income.
At March 31, 1999, there were no loans identified by management, which were not
reflected in the preceding table, but as to which known information about
possible credit problems of borrowers caused management to have serious doubts
as to the ability of the borrowers to comply with present loan repayment terms.
- ------------
1 Non-accrual status denotes any loan past due 90 days and whose loan balance,
plus accrued interest exceeds 90% of the estimated loan collateral value.
Payments received on a non-accrual loan are either applied to the
outstanding principal balance or recorded as interest income, or both,
depending on assessment of the collectibility of the loan.
2 Other non-performing assets represent property acquired by the Bank through
foreclosure or repossessions accounted for as a foreclosure in-substance.
This property is carried at the fair market of the property value, net of
selling expenses.
14
<PAGE>
The following summarized the Bank's capital requirements and position at March
31, 1999 and September 30, 1998.
<TABLE>
<CAPTION>
March 31 September 30
1999 1998
------------------------------ ------------------------------
(Dollars in Thousands)
Amount Percent Amount Percent
------ ------- ------ -------
<S> <C> <C> <C> <C>
Core capital ........................ $ 21,757 20.4% $ 24,912 23.5%
Core capital requirement............... 4,263 4.0% 4,247 4.0%
-------------- ------------- ------------- ------------
Excess ........................ $ 17,494 16.4% $ 20,665 19.5%
============== ============= ============= ============
Core capital ........................ $ 21,757 36.8% $ 24,912 43.2%
General valuation allowance............ 345 .6% 335 .6%
-------------- ------------- ------------- ------------
Total capital (core and supplemental).. 22,102 37.4% 25,247 43.8%
Risk-based capital requirement......... 4,734 8.0% 4,612 8.0%
-------------- ------------- ------------- ------------
Excess ........................ $ 17,368 29.4% $ 20,635 35.8%
============== ============= ============= ============
</TABLE>
Liquidity
The liquidity of the Company depends primarily on the dividends paid to it as
the sole shareholder of the Bank. At March 31, 1999, the Bank could pay common
stock dividends of approximately $13.4 million.
The Bank's primary sources of funds are deposits and proceeds from principal and
interest payments of loans. Additional sources of liquidity are advances from
the FHLB of Cincinnati and other borrowings. At March 31, 1999, the Bank had no
outstanding borrowings. The Bank has utilized and may in the future, utilize
FHLB of Cincinnati borrowings during periods when management of the Bank
believes that such borrowings provide a lower cost source of funds than deposit
accounts and the Bank desires liquidity in order to help expand its lending
operations.
The Company's operating activities produced positive cash flows for the periods
ended March 31, 1999 and 1998.
The Bank's most liquid assets are cash and cash-equivalents, which include
investments in highly liquid, short-term investments. At March 31, 1999 and
September 30, 1998, cash and cash equivalents totaled $11.5 million and $8.1
million, respectively.
At March 31, 1999, the Bank had $45.9 million in certificates of deposits due
within one year and $14.5 million due between one and three years. Management
believes, based on past experience, that the Bank will retain much of the
deposits or replace them with new deposits. At March 31, 1999, the Bank had $1.2
million in outstanding commitments to originate mortgages, excluding $1.4
million in approved but unused home equity lines of credit and $800,000 in
approved but unused lines of credit and letters of credit. The Bank intends to
fund these commitments with short-term investments and proceeds from loan
repayments.
OTS regulations require that the Bank maintain specified levels of liquidity.
Liquidity is measured as a ratio of cash and certain investments to withdrawable
savings. The minimum level of liquidity required by regulation is presently
4.0%. During the second quarter of fiscal year 1999, the Bank satisfied all
regulatory
15
<PAGE>
liquidity requirements, and management believes that the liquidity levels
maintained are adequate to meet potential deposit outflows, loan demand, and
normal operations.
Impact of Inflation and Changing Prices
The consolidated financial statements and notes thereto presented herein have
been prepared in accordance with generally accepted accounting principles, which
require the measurement of financial position and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time and due to inflation. The impact of inflation is
reflected in the increased cost of the Company's operations. Unlike most
industrial companies, nearly all the assets and liabilities of the Company are
monetary in nature. As a result, interest rates have a greater impact on the
Company's performance than do the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or to the same
extent as the price of goods and services.
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................None
Item 2. Changes in Securities...........................................None
Item 3. Defaults Upon Senior Securities.................................None
Item 4. Submission of Matters to a Vote of Security Holders.............None
The Company's Annual Meeting of Stockholders was held on January 25,
1999. 1,545,070 shares of Harrodsburg First Financial Bancorp, Inc.
common stock were represented at the Annual Meeting in person or by
proxy.
Stockholders voted in favor of the election of three nominees for
director. The voting results for each nominee were as follows:
Votes in Votes
Nominee Favor of Election Withheld
----------------------- ----------------- --------------
Elwood Burgin 1,529,445 15,625
Wickliffe T. Asbury, Sr. 1,534,645 10,425
W. Dudley Shryock 1,534,645 10,425
Shareholders voted in favor of the appointment of Miller, Mayer,
Sullivan, & Stevens, LLP as auditors for the Company for the fiscal
year ending September 30, 1999. Votes were cast as follows:
1,542,370 votes in favor and 2,700 votes abstaining.
Item 5. Other Information...............................................None
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
1999.
Exhibit 27...................................Financial Data Schedule
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Harrodsburg First Financial Bancorp, Inc.
Date: May 4, 1999 /s/ Jack Hood
----------------------------------------------
Jack Hood, President
Date: May 4, 1999 /s/ Teresa W. Noel
----------------------------------------------
Teresa W. Noel, Treasurer
18
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000946738
<NAME> Harrodsburg First Financial Bancorp, Inc.
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1.000
<CASH> 628
<INT-BEARING-DEPOSITS> 10,879
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,418
<INVESTMENTS-CARRYING> 7,183
<INVESTMENTS-MARKET> 7,191
<LOANS> 86,629
<ALLOWANCE> 345
<TOTAL-ASSETS> 110,910
<DEPOSITS> 82,062
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,252
<LONG-TERM> 0
0
0
<COMMON> 218
<OTHER-SE> 26,378
<TOTAL-LIABILITIES-AND-EQUITY> 110,910
<INTEREST-LOAN> 3,357
<INTEREST-INVEST> 310
<INTEREST-OTHER> 199
<INTEREST-TOTAL> 3,866
<INTEREST-DEPOSIT> 1,908
<INTEREST-EXPENSE> 1,908
<INTEREST-INCOME-NET> 1,958
<LOAN-LOSSES> 10
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 875
<INCOME-PRETAX> 1,128
<INCOME-PRE-EXTRAORDINARY> 1,128
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 744
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
<YIELD-ACTUAL> 3.6
<LOANS-NON> 0
<LOANS-PAST> 424
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 345
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 345
<ALLOWANCE-DOMESTIC> 345
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
