SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to___________
Commission File Number 0-26560
HARDIN BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 43-1719104
- --------------------------------------- ---------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization
2nd and Elm Street, Hardin, Missouri 64035
- --------------------------------------- ---------------------------------------
Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (816) 398-4312
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 ( )
Indicate the number of shares outstanding of each of the issuer's common stock
as of the latest practicable date.
Class Outstanding at September 30, 1997
- --------------------------- ----------------------------------
Common stock, .01 par value 859,360
<PAGE>
HARDIN BANCORP, INC. AND SUBSIDIARIES
CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Unaudited Financial Statements Page
Consolidated Balance Sheets........................................1
Consolidated Statements of Operations..............................2
Consolidated Statement of Stockholders' Equity.....................3
Consolidated Statements of Cash Flows............................4-5
Notes to Consolidated Financial Statements.........................6
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations..........................................................7-10
PART II
OTHER INFORMATION.....................................................11
Signatures............................................................12
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
September 30 and March 31, 1997
(Unaudited)
September 30 March 31
------------ --------
Assets
------
Cash ....................................... $ 443,703 $ 258,745
Interest bearing deposits .................. 6,715,255 4,007,164
Investment securities
available-for-sale ....................... 28,503,550 22,340,420
Mortgage-backed securities:
Held-to-maturity ....................... 12,366,518 13,456,912
Available-for-sale ..................... 8,288,999 5,757,213
Loans receivable, net ...................... 57,799,181 54,567,570
Accrued interest receivable:
Investment securities .................. 183,997 309,223
Mortgage-backed securities ............. 147,218 144,271
Loans receivable ....................... 386,217 329,200
Real estate owned .......................... 8,272 103,410
Premises and equipment ..................... 952,720 850,210
Stock in Federal Home Loan Bank
(FHLB) of Des Moines, at cost ............ 1,325,000 950,000
Deferred income taxes receivable ........... 4,132 43,000
Prepaid expenses and other assets .......... 239,117 236,410
------------- -------------
Total assets .................... $ 117,363,879 $ 103,353,748
============= =============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits ............................... $ 75,827,145 $ 70,200,857
Advances from borrowers for
taxes and insurance .................. 496,967 275,440
Advances from FHLB ..................... 26,500,000 19,000,000
Accrued interest payable ............... 97,601 55,251
Current income taxes payable ........... 200,569 137,164
Accrued expenses and other
liabilities .......................... 705,943 475,310
------------- -------------
Total liabilities ............... 103,828,225 90,144,022
Stockholders'equity:
Serial preferred stock, $.01
par value; 500,000 shares
authorized, none issued or
outstanding .......................... 0 0
Common stock, $.Ol par value:
3,500,000 shares authorized,
1,058,000 shares issued .............. 10,580 10,580
Additional paid-in capital ............. 10,084,729 10,084,729
Retained earnings ...................... 7,212,133 6,994,680
Unrealized loss on
available-for-sale securities, net ... (168,466) (234,597)
Unearned employee stock
ownership plan ....................... (636,800) (636,800)
Deferred recognition and
retention plan ....................... (371,120) (413,464)
Treasury stock (198,640 shares
at cost) ............................. (2,595,402) (2,595,402)
------------- -------------
Total stockholders' equity ...... 13,535,654 13,209,726
------------- -------------
Total liabilities and
stockholders' equity .......... $ 117,363,879 $ 103,353,748
============= =============
1
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30 September 30
------------------------ -------------------------
1997 1996 1997 1996
---- ---- ---- ----
Interest income:
<S> <C> <C> <C> <C>
Loans receivable ........................ $ 1,175,879 $ 1,015,955 $ 2,327,986 $ 1,963,516
Mortgage-backed securities .............. 285,801 345,264 599,186 713,129
Investment securities ................... 462,610 206,001 858,232 403,030
Other ................................... 118,478 29,999 211,995 90,064
----------- ----------- ----------- -----------
Total interest income .............. 2,042,768 1,597,219 3,997,399 3,169,739
----------- ----------- ----------- -----------
Interest expense:
Deposits ................................ 968,214 837,603 1,884,784 1,666,710
FHLB advances ........................... 318,369 77,561 610,320 145,849
----------- ----------- ----------- -----------
Total interest expense ............. 1,286,583 915,164 2,495,104 1,812,559
----------- ----------- ----------- -----------
Net interest income ................ 756,185 682,055 1,502,295 1,357,180
Provision for loan losses ..................... 15,577 8,590 54,577 16,090
----------- ----------- ----------- -----------
Net interest income after
provision for losses .............. 740,608 673,465 1,447,718 1,341,090
----------- ----------- ----------- -----------
Non-interest income:
Service charges ......................... 29,757 18,656 54,389 39,221
Loan servicing fees ..................... 8,184 9,193 16,337 18,806
Gain on sale of loans held for sale ..... 13,958 0 16,442 0
Gain on sale of real estate owned ....... 0 0 4,105 0
Gain (loss) on sale of investments and
mortgage-backed securities ........ 5,391 (7,696) 49,822 (7,696)
Other income ............................ 21,972 36,475 51,970 98,802
----------- ----------- ----------- -----------
Total non-interest income .......... 79,262 56,628 193,065 149,133
----------- ----------- ----------- -----------
Non-interest expense:
Compensation and benefits ............... 324,543 264,668 576,174 495,694
Occupancy and equipment ................. 32,529 25,538 62,176 51,424
Federal insurance premiums .............. 11,048 38,062 22,061 75,833
SAIF special assessment ................. 0 441,018 0 441,018
Data processing ......................... 25,547 22,441 49,334 44,773
Real estate owned ....................... 363 0 1,406 0
Other ................................... 144,282 146,728 282,146 279,749
----------- ----------- ----------- -----------
Total non-interest expense ......... 538,312 938,455 993,297 1,388,491
----------- ----------- ----------- -----------
Earnings (loss) before income taxes 281,558 (208,362) 647,486 101,732
Income tax expense (benefit) ............ 103,857 (77,161) 239,069 37,657
----------- ----------- ----------- -----------
Net earnings (loss) ................ $ 177,701 $ (131,201) $ 408,417 64,075
=========== =========== =========== ===========
Net earnings (loss) per common share:
Primary and fully diluted ............... $ 0.22 $ (0.14) $ 0.49 $ 0.07
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding ..... 826,071 929,763 826,071 941,167
=========== =========== =========== ===========
</TABLE>
2
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity
For The Six Months Ended September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Unearned
Unrealized Employee
Additional Loss Stock Total
Common Paid-in Retained on Ownership Deferred Treasury Stockholders'
Stock Capital Earnings Securities, net Plan RRP Stock Equity
----- ------- -------- --------------- ---- --- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31,
1997 ............. $ 10,580 $10,084,729 $ 6,994,680 $(234,597) $(636,800) $(413,464) $(2,595,402) $13,209,726
Net earnings ....... 0 0 408,417 0 0 0 0 408,417
Change in unrealized
loss on available-
for-sale securities,
net of tax ....... 0 0 0 66,131 0 0 0 66,131
Amortization of RRP 0 0 0 0 0 42,344 0 42,344
Dividends declared
($.12 per share).. 0 0 (190,964) 0 0 0 0 (190,964)
Balance at
September 30, 1997 $ 10,580 $10,084,729 $ 7,212,133 $(168,466) $(636,800) $(371,120) $(2,595,402) $13,535,654
</TABLE>
3
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Six Months Ended September 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
Operating activities:
<S> <C> <C>
Net earnings ........................................... $ 408,417 $ 64,075
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Provision for losses on loans ........................ 54,577 16,090
Depreciation ......................................... 32,864 24,529
Premium accretion and amortization
of discounts and deferred loan fees, net ........... 46,366 45,593
Net (gain)/loss on sale of loans and investment and
mortage-backed securities .......................... (66,264) 7,696
(Gain)/loss on real estate owned ..................... (4,105) 0
Amortization of deferred Recognition
and Retention Plan (RRP) ........................... 42,344 42,343
Provision for deferred income taxes .................. 0 1,538
Changes in assets and liabilities:
Interest receivable ................................ (11,628) (207,279)
Other assets ....................................... (2,707) (4,144)
Accrued interest payable ........................... 42,350 27,833
Accrued expense and other liabilities .............. 228,728 595,588
Income taxes payable ............................... 63,405 (176,983)
------------ ------------
Net cash provided by operating activities .............. 834,347 436,879
------------ ------------
Investing activities:
Net increase in loans receivable ................... (2,930,008) (3,675,677)
Purchase of loans receivable ....................... (340,000) (1,712,590)
Purchase of mortgage-backed securities:
Available-for-sale .............................. (7,819,121) 0
Held-to-maturity ................................ 0 0
Principal payments on mortgage-backed securities ... 1,517,126 2,386,750
Proceeds from sales of mortgage-backed securities .. 4,895,433 855,712
Purchase of investment securities available-for-sale (15,649,312) (7,499,531)
Proceeds from maturities of investment securities
available-for-sale .............................. 9,148,589 2,000,000
Proceeds from sales of investment securities ....... 488,370 0
Purchase of stock in FHLB of Des Moines ............ (375,000) 0
Purchase of real estate owned ...................... (8,272) 0
Proceeds from sales of real estate owned ........... 107,515 0
Purchase of office properties and equipment ........ (135,374) (291,787)
------------ ------------
Net cash used in investing activities .................. $(11,100,054) $(7,937,123)
============ ============
</TABLE>
4
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flow, (continued)
Six Months Fnded September 30, 1997 and 1996
(Unaudited)
1997 1996
---- ----
Financing Activities:
Net increase in savings deposits ......... $ 5,626,288 $ 90,359
Proceeds from FHLB advances .............. 17,500,000 5,000,000
Repayments of FHLB advances .............. (10,000,000) 0
Net increase in advances from
borrowers for taxes and insurance ..... 221,527 234,272
Payment of dividends ..................... (189,059) (209,376)
Purchase of treasury stock ............... 0 (1,116,685)
------------ ------------
Net cash provided by financing activities .... 13,158,756 3,998,570
------------ ------------
Increase/(decrease) in cash .................. 2,893,049 (3,501,674)
Cash at beginning of period .................. 4,265,909 5,683,953
------------ ------------
Cash at end of period ........................ $ 7,158,958 $ 2,182,279
============ ============
Supplemental disclosure of cash flow
information:
Cash paid for:
Interest ............................ $ 2,452,754 $ 1,784,726
Income taxes, net of refunds ........ $ 175,664 $ 214,640
Noncash investing and financing:
Allocation of treasury stock to RRP ...... $ 0 $ 498,150
Dividends declared and payable ........... $ 103,123 $ 100,510
See accompanying notes to consolidated financial statements.
5
<PAGE>
HARDIN BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Hardin
Bancorp, Inc. and subsidiaries have been prepared in accordance with
instructions for Form 10-QSB. To the extent that information and
footnotes required by generally accepted accounting principles for
complete financial statements are contained in the audited financial
statements included in the Holding Company's Annual Report for the
year ended March 31, 1997, such information and footnotes have not
been duplicated herein. In the opinion of management, all adjustments,
consisting only of normal recurring accruals, which are necessary for
the fair presentation of the interim financial statements have been
included. The statements of earnings for the three and six month
periods ended September 30, 1997 are not necessarily indicative of the
results which may be expected for the entire year. The March 31, 1997
consolidated balance sheet has been derived from the audited
consolidated financial statements as of that date.
(2) Earnings Per Share
Earnings per share of common stock have been determined by dividing
net earnings for the period by the weighted average number of shares
of common stock and common stock equivalents outstanding, less
treasury shares and unallocated ESOP shares. Stock options are
regarded as common stock equivalents and are therefore considered in
both primary and fully diluted earnings per share calculations. Common
stock equivalents are computed using the treasury stock method.
Earnings per share amounts for the six month period ended September
30, 1997 are based upon shares outstanding at September 30, 1997,
exclusive of the shares issued to the ESOP, as though those shares
were outstanding for the entire period.
6
<PAGE>
HARDIN BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Hardin Bancorp, Inc. (the "Company") was incorporated under the laws of the
state of Delaware to become a savings bank holding company with Hardin Federal
Savings Bank (the "Bank") of Hardin, Missouri, as its subsidiary. The holding
company was incorporated at the direction of the Board of Directors of the Bank,
and on September 28, 1995, acquired all of the capital stock of the Bank upon
its conversion from mutual to stock form (the "conversion"). Prior to the
conversion, the holding company did not engage in any material operations.
Hardin Federal Savings Bank was originally founded in 1888 as a Missouri
chartered savings and loan association located in Hardin, Missouri. On March 21,
1995, the Bank's members voted to convert the Bank to a Federal mutual charter.
The Bank conducts its business through its main office in Hardin, Ray County,
and two full service branch offices located in Richmond, Ray County, and
Excelsior Springs, Clay County, Missouri. Deposits are insured by the Federal
Deposit Insurance Corporation (FDIC) to the maximum allowable.
The Bank is principally engaged in the business of attracting retail savings
deposits from the general public and investing those funds in first mortgage
loans on owner occupied, single-family residential loans, commercial real estate
loans, mortgage-backed securities, U.S. Government and agency securities, and
insured interest bearing deposits. The Bank also originates consumer loans for
the purchase of automobiles, home improvement, and home equity lines of credit.
The most significant outside factors influencing the operations of the Bank and
other financial institutions include general economic conditions, competition in
the local market place and the related monetary and fiscal policies of agencies
that regulate financial institutions. More specifically, the cost of funds
primarily consisting of insured deposits is influenced by interest rates on
competing investments and general market rates of interest, while lending
activities are influenced by the demand for real estate financing and other
types of loans, which in turn is affected by the interest rates at which such
loans may be offered and other factors affecting loan demand and funds
availability.
The deposits of the Bank are insured by the Savings Association Insurance Fund
(SAIF), which together with the Bank Insurance Fund (BIF), are the two insurance
funds administered by the FDIC.
FINANCIAL CONDITION
Consolidated assets of Hardin Bancorp, Inc. were $117,363,879 as of September
30, 1997, an increase of $14,010,131 as compared to March 31, 1997. On September
30, 1997, total stockholders' equity was $13,535,654, an increase of $325,928
when compared to stockholders' equity on March 31, 1997. The increase in assets
was due to growth in investment securities and the loan portfolio which was
funded by a $7,500,000 increase in Federal Home Loan Bank advances and an
increase in deposits in the amount of $5,626,288. The increase in stockholders'
equity was a result of a decrease in unrealized loss on available-for-sale
securities, net, amortization of deferred recognition and retention plan, net
earnings during the period, off-set by the declaration of cash dividends on the
Company's common stock in June and September.
Cash, interest bearing deposits, and investment securities increased to
$35,662,508 at September 30, 1997, from $26,606,329 on March 31, 1997, an
increase of $9,056,179. The increase was partially funded by FHLB advances in
order to leverage the Bank's strong capital position. Mortgage-backed securities
increased $1,441,392 to $20,655,517 on September 30, 1997, from $19,214,125 on
March 31, 1997.
Loans receivable, net increased to $57,799,181 on September 30, 1997, from
$54,567,570 on March 31, 1997, an increase of $3,231,611.
Deposits totaled $75,827,145 on September 30, 1997, an increase from $70,200,857
on March 31, 1997. The increase of $5,626,288 is due to a special certificate of
deposit program and the introduction of a new checking account marketing
program.
Federal Home Loan Bank advances were $26,500,000 on September 30, 1997, compared
to $19,000,000 on March 31, 1997, an increase of $7,500,000. The funds were
acquired to meet the Company's growth objective, and to fund the purchase of
U.S. government agency securities.
7
<PAGE>
RESULTS OF OPERATIONS
Net earnings were $177,701 for the three months ended September 30, 1997,
compared to a loss in the amount of $131,201 for the three months ended
September 30, 1996. The increase in earnings was primarily due to an increase in
net interest income and a decrease in non-interest expense.
Net interest income after provision for loan losses for the quarter ended
September 30, 1997, was $740,608 compared to $673,465 for the three months ended
September 30, 1996, an increase of $67,143. The increase is due to an increase
in interest earning assets funded by an increase in deposits and Federal Home
Loan Bank advances.
Non-interest income for the three months ended September 1997 totaled $79,262
compared to $56,628 for the second quarter of 1996. The increase was due to
higher service charge income, a gain on the sale of loans and a gain on the sale
of investments, as opposed to a loss in 1996, partially off-set by a decrease in
other income.
The Company's non-interest expense for the three months ended September 30, 1997
was $538,312 compared to $938,455 in the comparable quarter in 1996, a decrease
if $400,143. The decrease was primarily due to a decrease in federal insurance
premiums and SAIF special assessment of $468,032, which was partially off-set by
a $59,875 increase in compensation and benefits, and a $6,991 increase in
occupancy and equipment expense.
Income tax expense for the three months ended September 30, 1997, was $103,857
compared to an income tax benefit in 1996 of $77,161. The increase is related to
an increase in earnings before income taxes.
Net earnings for the six months ended September 30, 1997, were $408,417 compared
to $64,075 for the six months ended September 30, 1996, an increase of $344,342.
The increase is related to a decrease in non-interest expense and an increase in
non-interest income and net interest income after provision for loan losses.
Net interest income after provision for loan losses for the six month period
ended September 30, 1997, was $1,447,718 compared to $1,341,090 for the six
month period ended September 30, 1996, an increase of $106,628. The increase was
due to an increase in interest earning assets.
Non-interest income for the six months ended September 30, 1997, was $193,065
compared to $149,133 for the six month period a year earlier, an increase of
$43,932. The increase was due to higher service fee income and gains recognized
on the sale of loans, real estate owned, and investments and mortgage-backed
securities. These increases were partially off-set by decreases in loan
servicing fees and other non-interest income.
The Company's non-interest expense for the six months ended September 30, 1997
was $993,297, compared to $1,388,491 for the six month period ended September
30, 1996, a decrease of $395,194. The decrease was due to reduced federal
insurance premiums and no SAIF special assessment incurred in 1997, partially
off-set by increases in compensation and benefits, occupancy and equipment, data
processing expense, real estate owned expense, and other non-interest expense.
Income tax expense for the six months ended September 30, 1997, was $239,069
compared to $37,657 for the similar period in 1996, an increase of $201,412. The
increase was due to the increase in earnings before income taxes.
PROVISION FOR LOAN LOSSES
The provision for loan losses is based on the periodic analysis of the loan
portfolio by management. In establishing the provision, management considers
numerous factors including general economic conditions, loan portfolio
condition, prior loss experience, and independent analysis. The provision for
loan losses for the three months ended September 30, 1997, was $15,577 and for
the six months ended September 30, 1997, was $54,577. Based upon the analysis of
the addition to established allowances and the composition of the loan
portfolio, management concluded that the allowance is adequate. While current
economic conditions in the Bank's market are stable, future conditions will
dictate the level of future allowances for losses on loans.
NONPERFORMING ASSETS
On September 30, 1997, nonperforming assets were $166,981 compared to $167,519
on June 30, 1997. At September 30, 1997, the Bank's allowance for loan losses
was $208,615, or 125% of nonperforming assets.
Loans are considered nonperforming when the collection of principal and/or
interest is not probable, or in the event payments are more than 90 days
delinquent.
8
<PAGE>
The allowance for loan losses was .361% of total loans as of September 30, 1997.
CAPITAL RESOURCES
The Bank is subject to three capital to asset requirements in accordance with
Office of Thrift Supervision (OTS) regulations. The following table is a summary
of the Bank's regulatory capital requirements versus actual capital as of
September 30, 1997.
Actual Required Excess
Amount/Percent Amount/Percent Amount/Percent
-------------- -------------- --------------
(Dollars in Thousands)
Tangible Capital .......... $11,601/10.00% $1,740/1.50% $9,861/8.50%
Core Leverage Capital ..... $11,601/10.00% $3,479/3.00% $8,122/7.00%
Risk-Based Capital ........ $11,810/26.82% $3,523/8.00% $8,287/18.82%
LIQUIDITY
The Bank's principal sources of funds are deposits, principal and interest
payments on loans, deposits in other insured institutions, and investment
securities. While scheduled loan repayments and maturing investments are
relatively predictable, deposit flows and early loan payments are more
influenced by interest rates, general economic conditions and competition.
Additional sources of funds may be obtained from the Federal Home Loan Bank of
Des Moines by utilizing numerous available products to meet funding needs.
The Bank is required to maintain minimum levels of liquid assets as defined by
regulations. The required percentage is currently five percent of net
withdrawable savings deposits and borrowings payable on demand or in one year or
less. The Bank has maintained its liquidity ratio at levels exceeding the
minimum requirement. The eligible liquidity ratio at September 30, 1997 was
12.45%.
In light of the competition for deposits, the Bank may utilize the funding
sources of the Federal Home Loan Bank of Des Moines (FHLB) to meet loan demand
in accordance with the Bank's growth plans. The wholesale funding sources may
allow the Bank to obtain a lower cost of funding and create a more efficient
liability match to the respective assets being funded.
For purposes of the cash flows, all short-term investments with a maturity of
three months or less at the date of purchase are considered cash equivalents.
Cash and cash equivalents for the periods ended September 30, 1997 and 1996 were
$7,158,958 and $2,182,279, respectively. The decrease was primarily due to the
net cash used in investing activities for loan origination, loan purchases, and
the purchase of investment securities off-set by borrowings from FHLB.
Net cash provided by operating activities increased from $436,879 at September
30, 1996 to $834,347 at September 30, 1997. The increase was due to improved net
earnings, exclusive of the SAIF assessment, and normal adjustments to accrued
income and expense items.
RECENT ACCOUNTING DEVELOPMENTS
The Company will adopt SFAS Nos. 125 and 127 relating to transfers and servicing
of financial assets and extinguishments of liabilities during 1997 and 1998,
according to the required implementation dates. SFAS No. 125, adopted April 1,
1997, did not have a material effect on the financial position or results of
operations. The adoption of SFAS No. 127 is not expected to have a material
effect on the financial position or results of operations.
9
<PAGE>
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which revises the calculation and presentation
provisions of Accounting Principles Board Opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's fiscal year
ending March 31, 1998. Retroactive application will be required. The Company
believes the adoption of SFAS No. 128 will not have a significant effect on its
reports of earnings per share.
PENDING LEGISLATION
Legislation enacted in 1996 provides that the Bank Insurance Fund ("BIF") and
the Savings Association Insurance Fund ("SAIF") will merge on January 1, 1999 if
there are no more savings associations as of that date. Several bills have been
introduced in the current Congress that would eliminate the federal thrift
charter and the OTS. The bills would require that all federal savings
associations convert to national banks or state depository institutions and
would treat all state savings associations as state banks for purposes of
federal banking laws. Subject to a narrow grandfathering provision, all savings
and loan holding companies would become subject to the same regulation and
activities restrictions as bank holding companies under the pending legislative
proposals. The legislative proposals would also abolish the OTS and transfer its
functions to the federal bank regulators with respect to the institutions and to
the Board of Governors of the Federal Reserve System with respect to the
regulation of holding companies. The Bank is unable to predict whether the
legislation will be enacted or, given such uncertainty, determine the extent to
which the legislation, if enacted would affect its business. The Bank is also
unable to predict whether the SAIF and BIF will eventually be merged.
10
<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
On July 24, 1997, the annual meeting of stockholders was held at the
American Legion Hall, located at 103 West Elm Street, Hardin, Missouri.
The meeting was conducted with a quorum present in person, or by proxy.
Matters which were submitted to and approved by a majority of stockholders
were as follows:
1. The election of two directors of the Company for three year terms.
Karen K. Blankenship received 758,135 votes for, 13,700 votes
withheld, and 45,931 broker non-votes. Ivan R. Hogan received 757,635
votes for, 14,200 votes withheld, and 45,931 broker non-votes.
2. The ratification of the appointment of KPMG Peat Marwick LLP as the
auditors of the company for the fiscal year ending March 31, 1998.
Votes for KPMG Peat Marwick LLP were 763,111, votes against were
1,300, votes abstaining 7,424, and broker non-votes were 45,931.
Item 5. Other Information
On September 18, 1997, the Company's Board of Directors authorized the
purchase of 42,968 shares of the Company's common stock to be acquired over
the next twelve months and notified the Office of Thrift Supervision (OTS)
in compliance with OTS Regulations.
As of September 30, 1997, the Company held 198,640 shares of its common
stock as treasury stock at an aggregate purchase price of $2,595,402.
On August 7, 1997, Hardin Federal Savings Bank began construction on a new
branch office at 200 North Spartan Drive, Richmond, Missouri. The 3,200
square feet office building will feature 3 drive-up lanes, an ATM lane, and
a fully-finished walk-out basement at an estimated total cost of $760,000.
Completion is expected in January, 1998.
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
27 - Financial Data Schedule
Reports on Form 8-K:
None.
11
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
HARDIN BANCORP, INC.
Registrant
Date: November 14, 1997 /s/Robert W. King
-------------------------- -----------------------------------
Robert W. King, President and Chief
Executive Officer (Duly Authorized
Officer)
Date: November 14, 1997 /s/Karen K. Blankenship
-------------------------- -----------------------------------
Karen K. Blankenship, Senior Vice
President and Secretary (Principal
Accounting Officer)
12
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