SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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 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
incorporation or organization Identification Number)
201 Northeast Elm Street, Hardin, Missouri 64035
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (660) 398-4312
--------------
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 90 days.
Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at September 30,2000
------------------------------- --------------------------------------------
Common stock, .01 par value 731,453
<PAGE>
HARDIN BANCORP, INC. AND SUBSIDIARIES
CONTENTS
PART I
FINANCIAL INFORMATION
Item 1.
Unaudited Financial Statements ...........................................Page
Consolidated Balance Sheets.............................................1
Consolidated Statements of Earnings.....................................2
Consolidated Statements 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
(Unaudited)
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
------------------ -----------------
<S> <C> <C>
Assets
Cash $ 1,143,854 $ 1,418,308
Interest bearing deposits 3,289,644 3,331,934
Investment securities at fair value 37,273,123 37,793,223
Mortgage-backed securities at fair value 11,691,278 11,805,699
Loans receivable, net 83,587,032 78,059,195
Accrued interest receivable:
Investment securities 491,851 487,312
Mortgage-backed securities 93,320 84,232
Loans receivable 609,634 548,094
Premises and equipment 1,728,883 1,777,911
Stock in Federal Home Loan Bank (FHLB) of Des Moines, at cost 2,165,000 2,015,000
Deferred income taxes 886,589 816,000
Prepaid expenses and other assets 365,165 347,403
------------- -------------
Total assets $ 143,325,373 $ 138,484,311
============= =============
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 85,686,282 $ 86,565,365
Advances from borrowers for property taxes and insurance 655,569 359,670
Advances from FHLB 43,300,000 38,300,000
Accrued interest payable 73,112 40,935
Current income taxes payable 74,579 73,601
Accrued expenses and other liabilities 778,748 718,463
------------- -------------
Total liabilities 130,568,290 126,058,034
------------- -------------
Stockholders' equity:
Serial preferred stock, $.01 par value;
500,000 shares authorized, none issued or outstanding -- --
Common stock, $.01 par value; 3,500,000 shares authorized,
1,058,000 shares issued 10,580 10,580
Additional paid in capital 10,344,591 10,319,573
Retained earnings 9,136,915 8,813,865
Accumulated other comprehensive loss (1,595,881) (1,477,663)
Unearned employee benefits (328,367) (429,323)
Treasury stock, 326,547 shares at cost (4,810,755) (4,810,755)
------------- -------------
Total stockholders' equity 12,757,083 12,426,277
------------- -------------
Total liabilities and stockholders' equity $ 143,325,373 $ 138,484,311
============= =============
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
1
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Earnings
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
------------------------------- -------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $1,701,687 $1,482,685 $3,339,193 $2,913,075
Mortgage-backed securities 199,521 163,563 387,541 332,584
Investment securities 660,584 667,723 1,317,154 1,342,330
Other 73,579 61,028 139,098 122,798
---------- ---------- ---------- ----------
Total interest income 2,635,371 2,374,999 5,182,986 4,710,787
---------- ---------- ---------- ----------
Interest expense:
Deposits 1,013,833 941,058 1,975,732 1,885,394
FHLB advances 658,157 481,786 1,247,892 959,221
---------- ---------- ---------- ----------
Total interest expense 1,671,990 1,422,844 3,223,624 2,844,615
---------- ---------- ---------- ----------
Net interest income 963,381 952,155 1,959,362 1,866,172
Provision for loan losses 13,242 -- 31,832 1,297
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 950,139 952,155 1,927,530 1,864,875
---------- ---------- ---------- ----------
Non-interest income:
Service charges 182,533 153,244 355,607 286,219
Loan servicing fees 6,401 8,581 13,782 15,653
Gain on sale of loans 4,840 9,331 4,840 9,331
Gain on sale of real estate owned 108 -- 9,313 --
Gain on sale of investments and
mortgage-backed securities -- -- -- 7,164
Other 27,924 92,690 72,109 132,122
---------- ---------- ---------- ----------
Total non-interest income 221,806 263,846 455,651 450,489
---------- ---------- ---------- ----------
Non-interest expense:
Compensation and benefits 368,370 369,321 732,809 709,462
Occupancy and equipment 66,300 66,853 129,688 133,158
Federal insurance premiums 4,464 12,042 8,908 23,982
Data processing 62,063 50,361 122,353 100,315
Real estate owned -- 1,126 -- 1,126
Other 230,405 222,252 432,907 434,868
---------- ---------- ---------- ----------
Total non-interest expense 731,602 721,955 1,426,665 1,402,911
---------- ---------- ---------- ----------
Earnings before income taxes 440,343 494,046 956,516 912,453
Income tax expense 160,104 157,920 340,925 306,910
---------- ---------- ---------- ----------
Net earnings $ 280,239 $ 336,126 $ 615,591 $ 605,543
---------- ---------- ---------- ----------
Net earnings per share:
Basic $ 0.40 $ 0.49 $ 0.88 $ 0.88
---------- ---------- ---------- ----------
Diluted 0.39 0.47 0.85 0.85
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the Six Months Ended September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Additional Other Unearned
Common Paid-in Retained Comprehensive Employee
Stock Capital Earnings Loss Benefits
------------ ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 2000 $ 10,580 10,319,573 8,813,865 (1,477,663) (429,323)
Comprehensive income:
Net earnings -- -- 615,591 -- --
Change in net unrealized loss on securities
available for sale, net of tax -- -- -- (118,218) --
----------- ----------- ----------- ----------- -----------
Total comprehensive income (loss) -- -- 615,591 (118,218) --
----------- ----------- ----------- ----------- -----------
Allocation of ESOP shares -- 25,018 -- -- 53,820
Amortization of recognition and retention plan -- -- -- -- 47,136
Dividends declared ($.20 per share) -- -- (292,541) -- --
----------- ----------- ----------- ----------- -----------
Balance at September 30, 2000 $ 10,580 $10,344,591 9,136,915 (1,595,881) (328,367)
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Total
Treasury Shareholders'
Stock Equity
----------- ------------
<S> <C> <C>
Balance at March 31, 2000 (4,810,755) 12,426,277
Comprehensive income:
Net earnings -- 615,591
Change in net unrealized loss on securities
available for sale, net of tax -- (118,218)
----------- -----------
Total comprehensive income (loss) -- 497,373
----------- -----------
Allocation of ESOP shares -- 78,838
Amortization of recognition and retention plan -- 47,136
Dividends declared ($.20 per share) -- (292,541)
----------- -----------
Balance at September 30, 2000 (4,810,755) 12,757,083
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Operating Activities:
Net earnings $ 615,591 605,543
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Provision for losses on loans 31,832 1,297
Depreciation 64,412 70,670
Premium accretion and amortization
of discounts and deferred loan fees, net 16,330 29,993
Net gain on sale of loans (4,840) (16,495)
Proceeds from sales of loans (326,589) 674,218
Allocation of ESOP shares 78,838 96,097
Amortization of deferred recognition
and retention plan 47,136 52,166
Changes in asset and liabilities:
Interest receivable (75,167) (77,351)
Other assets (24,668) (74,203)
Accrued interest payable 32,177 1,731
Accrued expense and other liabilities 60,325 38,156
Income taxes payable 978 15,911
----------- -----------
Net cash provided by operating activities 516,355 1,417,733
----------- -----------
Investing Activities:
Net increase in loans receivable (5,239,900) (6,840,987)
Principal payments on available-for-sale
mortgage-backed & related securities 1,182,432 4,728,615
Proceeds from sales of available-for-sale
mortgage-backed securities -- 363,166
Purchase of available-for-sale investment securities (1,810,904)
Purchase of mortgage-backed securities (741,388) --
Proceeds from sales of available-for-sale
investment securities -- 1,005,400
Proceeds from sales of other repossessed assets 6,906 --
Purchase of stock in FHLB of Des Moines (150,000) --
Purchase of office premises and equipment (15,384) (71,423)
----------- -----------
Net cash used in investing activities $(4,957,334) (2,626,133)
----------- -----------
</TABLE>
4
<PAGE>
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Six Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Financing Activities:
Net (decrease) increase in savings deposits $ (879,083) 751,881
Net decrease in advances from borrowers
for taxes and insurance 295,899 318,981
Proceeds from FHLB advances 5,000,000 14,000,000
Repayments of FHLB advances -- (16,000,000)
Payment of dividends (292,581) (279,207)
----------- -----------
Net cash provided by (used in) financing activities 4,124,235 (1,208,345)
----------- -----------
Decrease in cash and cash equivalents (316,744) (2,416,745)
Cash and equivalents at beginning of period 4,750,242 4,994,692
-----------
----------- -----------
Cash and equivalents at end of period $ 4,433,498 2,577,947
=========== ===========
Supplemental disclosure of cash flow information: Cash paid for:
Interest $ 3,191,447 2,842,884
Income taxes, net of refunds $ 339,947 290,999
Non-cash investing and financing:
Dividends declared and payable $ 146,291 146,951
Loan transferred to real estate owned $ -- 93,051
</TABLE>
See accompanying notes to unaudited 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 Company's Annual Report for the year ended
March 31, 2000, 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 statement of earnings for the three and six-month
periods ended September 30, 2000 are not necessarily indicative of the
results, which may be expected for the entire year. The March 31, 2000
consolidated balance sheet has been derived from the audited
consolidated financial statements as of that date.
(2) Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted earnings per
share includes the effect of potential dilutive common shares (stock
options) outstanding during the period.
The shares used in the calculation of basic and diluted earnings per
share are shown below:
<TABLE>
<CAPTION>
For the three months ended For the six months ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic weighted average shares 702,491 689,886 702,494 690,383
Common stock equivalents/stock options 23,050 24,615 17,550 25,541
---------------------------- ----------------------------
Diluted weighted average shares 725,541 714,501 720,044 715,924
============================ ============================
</TABLE>
(3) Pending Transaction
On October 25, 2000, the Company entered into an Agreement and Plan
of Merger (the "Agreement") with Dickinson Financial Corporation,
pursuant to which Dickinson Financial will pay $21.75 per share in
cash for the outstanding shares of the Company. The acquisition is
subject to the satisfaction of certain conditions, including approval
by the Company's shareholders' and the receipt of all required
regulatory approvals.
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 (the "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
(the "SAIF"), which together with the Bank Insurance Fund (the "BIF"), are the
two insurance funds administered by the FDIC.
FINANCIAL CONDITION
Consolidated assets of Hardin Bancorp, Inc. were $143,325,373 as of September
30, 2000, as compared to $138,484,311, on March 31, 2000, an increase of
$4,841,062. The increase was primarily due to an increase in loans receivable,
net, partially offset by a decrease in investment securities.
Loans receivable, net, increased to $83,587,032 on September 30, 2000 from
$78,059,195 on March 31, 2000, an increase of $5,527,837. Mortgage-backed
securities decreased $114,421 to $11,691,278 on September 30, 2000 from
$11,805,699 on March 31, 2000.
Cash, interest bearing deposits and investment securities decreased $836,844
from $42,543,465 on March 31, 2000, to $41,706,621 on September 30, 2000. The
decrease was due to investment funds being utilized to originate mortgage and
consumer loans.
Deposits totaled $85,686,282 on September 30, 2000, a decrease of $879,083 from
$86,565,365 on March 31, 2000. The decrease in deposits was primarily due to
seasonal deposit outflow and intense competition from local as well as national
depository institutions.
FHLB advances increased $5,000,000 to $43,300,000 on September 30, 2000,
compared to $38,300,000 on March 31, 2000. The increase offset the outflow of
deposits and was utilized to fund loan growth.
Stockholders' equity was $12,757,083 on September 30, 2000, compared to
$12,426,277 on March 31, 2000. The increase in stockholders' equity was
primarily the result of the Company's net earnings during the six months ended
September 30, 2000, and a decrease in unearned employee benefits, partially
offset by an increase in unrealized loss on investment securities.
7
<PAGE>
RESULTS OF OPERATIONS
Net earnings for the Company's quarter ended September 30, 2000 were $280,239
compared to $336,126 for the comparable quarter in 1999. The decrease in
earnings was primarily due to a reduction in total non-interest income and an
increase in total non-interest expense.
Basic earnings per share for the quarter ended September 30, 2000 were $0.40
while diluted earnings per share were $0.39. Basic earnings per share for the
quarter ended September 30, 2000 were calculated based on 702,491 average shares
outstanding and diluted earnings per share were calculated based on 725,541
average shares outstanding. Basic earnings per share for the comparable quarter
ended September 30, 1999 were $0.49 while diluted earnings per share were $0.47.
Basic earnings per share for the quarter ended September 30, 1999 were
calculated based on 689,886 average shares outstanding and diluted earnings per
share were calculated based on 714,501 average shares outstanding.
Net interest income after provision for loan losses was $950,139 for the quarter
ended September 30, 2000 compared to $952,155 for the quarter ended September
30, 1999, a decrease of $2,016. This slight decrease was a result of an increase
in the provision for loan losses from $0 in the 1999 period to $13,242 in the
2000 period. Total interest income increased $260,372 from $2,374,999 in 1999 to
$2,635,371 in 2000 and total interest expense increased $249,146 from $1,422,844
in 1999 to $1,671,990 in 2000. The increase in total interest income was due to
an increase in the average yield on interest earning assets while the increase
in total interest expense was primarily a result of an increase in the average
cost of FHLB advances.
Total non-interest income decreased from $263,846 for the quarter ended
September 30, 1999 to $221,806 for the quarter ended September 30, 2000. The
decrease was due to decreases in other non-interest income and gains on sale of
loans. The decrease in other non-interest income was due to the receipt of
tax-free life insurance proceeds received in the quarter ended September 30,
1999. The Bank was named as beneficiary of the insurance policy.
The Company's total non-interest expense for the three months ended September
30, 2000 was $731,602 compared to $721,955 for the comparable quarter in 1999.
The increase was primarily due to increases in data processing expense and other
non-interest expense, offset by reductions in compensation and benefits expense,
occupancy and equipment expense, and FDIC insurance premiums.
Net earnings for the six months ended September 30, 2000, were $615,591 compared
to $605,543 for the six months ended September 30, 1999, an increase of $10,048.
The increase was primarily due to increases in net interest income and
non-interest income, partially offset, by increases in the provision for loan
losses and total non-interest expense.
Basic earnings per share for the six months ended September 30, 2000 were $0.88
while diluted earnings per share were $0.85. Basic earnings per share for the
six months ended September 30, 2000 were calculated based on 702,494 average
shares outstanding and diluted earnings per share were calculated based on
720,044 average shares outstanding. Basic earnings per share for the six months
ended September 30, 1999 were $0.88 while diluted earnings per share were $0.85.
Basic earnings per share for the six months ended September 30, 1999 were
calculated based on 690,383 average shares outstanding and diluted earnings per
share were calculated based on 715,924 average shares outstanding.
Net interest income after provision for loan losses for the six month period
ended September 30, 2000 was $1,927,530 compared to $1,864,875 for the six month
period ended September 30, 1999, an increase of $62,655. The increase was due to
an increase in the Bank's net interest margin.
Non-interest income for the six months ended September 30, 2000, was $455,651
compared to $450,489 for the six months ended September 30, 1999, an increase of
$5,162. The increase was due to an increase in service charges and gains on
sales of real estate owned, offset by decreases in gains on sales of loans,
gains on sales of investments and mortgage-backed securities and other
non-interest income.
The Company's non-interest expense for the six months ended September 30, 2000
was $1,426,665, compared to $1,402,911 for the six months ended September 30,
1999, an increase of $23,754. The increase was due to an increase in
compensation and benefits and data processing expense, offset by decreases in
occupancy and equipment expense, Federal insurance premiums and other
non-interest expense.
8
<PAGE>
PROVISION FOR LOAN LOSSES
For the six months ended September 30, 2000, the Company, in accordance with its
classification of assets policy, recorded $31,832 in provision for loan losses.
The Company's loan portfolio consists primarily of one to four family loans, and
has experienced minimal charge-offs in the past two years.
At September 30, 2000, the Bank's allowance for loan losses was $329,859, or
183% of non-performing assets compared to $304,422, or 128% at March 31, 2000.
The allowance for loan losses was .39% of total loans at September 30, 2000 and
at March 31, 2000.
At September 30, 2000, non-performing assets were $179,907 compared to $237,000
at March 31, 2000. Loans are considered non-performing when the collection of
principal and/or interest is not probable, or in the event payments are more
than 90 days delinquent.
Management will continue to monitor its allowance for loan losses and make
additions to the allowance through the provision for loan losses as economic
conditions dictate. Although the Company maintains its allowance for loan losses
at a level considered to be adequate, there can be no assurance that future
losses will not exceed estimated amounts or that additional provisions for loan
losses will not be required in the future.
CAPITAL RESOURCES
The Bank is subject to three capital to asset requirements in accordance with
Office of Thrift Supervision (the "OTS") regulations. The following table is a
summary of the Bank's regulatory capital requirements versus actual capital at
September 30, 2000.
<TABLE>
<CAPTION>
Actual Required Excess
Amount/Percent Amount/Percent Amount/Percent
-------------- -------------- --------------
(Dollars in Thousands)
<S> <C> <C> <C>
Tangible Capital $14,250/ 9.80% $2,182/ 1.50% $12,068/ 8.30%
Core Leverage Capital $14,250/ 9.80% $5,819/ 4.00% $8,431/ 5.80%
Risk-based Capital $14,580/21.09% $5,530/ 8.00% $9,050/13.09%
</TABLE>
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 FHLB 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 four 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, 2000 was
31.27%.
In light of the competition for deposits, the Bank may utilize the funding
sources of the 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, 2000 and 1999 were
$4,433,498 and $2,577,947, respectively. The increase was primarily due to an
increase in net cash provided by financing activities.
9
<PAGE>
FORWARD LOOKING STATEMENT
This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values and competition; changes in accounting principles, policies or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory and technological factors affecting the
Company's operations, pricing, products and services.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On July 27, 2000, the annual meeting of stockholders was held at
the Hardin United Methodist Church Fellowship Hall located at 101
Northeast 1st 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 662,612 votes for and
2,341 votes were withheld. Ivan R. Hogan received 661,612
votes for, and 3,341 votes were withheld.
2. The ratification of the appointment of KMPG as the auditors of
the Company for the fiscal year ending March 31, 2001. Votes
for KPMG were 652,053 votes against were 12,700 and votes
abstaining were 200.
The terms of office of the following directors continued after the
meeting: Robert W. King, David D. Lodwick, David K. Hatfield,
William L. Homan and W. Levan Thurman.
Item 5. Other Information
On September 21, 2000 the Board of Directors declared a $.20 per
share cash dividend to all stockholders of record on October 6,
2000, payable on October 20, 2000.
On October 25, 2000, the Company entered into an Agreement and
Plan of Merger (the "Agreement") with Dickinson Financial
Corporation, pursuant to which Dickinson Financial will pay $21.75
per share in cash for the outstanding shares of the Company. The
acquisition is subject to the satisfaction of certain conditions,
including approval by the Company's shareholders' and the receipt
of all required regulatory approvals.
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
27 - Financial Data Schedule
Reports on Form 8-K:
On November 7, 2000, the Company filed a Report on Form 8-K to
report under Item 5, Other Events, the Agreement with Dickinson
Financial. The Agreement was included as Exhibit 2 to the Form
8-K.
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, 2000 /s/ Robert W. King
----------------- ---------------------------------------
Robert W. King, President and Chief
Executive Officer (Duly Authorized
Officer)
Date: November 14, 2000 /s/ Karen K. Blankenship
----------------- ---------------------------------------
Karen K. Blankenship, Senior Vice
President and Secretary (Principal
Accounting Officer)
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