-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S/QSo/DYFldwBME2/fsn2wxcncLUNfmG3XQWzgZH2v0uNDCIDL6ndLHfFAFcziTQ qR9PPQGvEM3NRrCLFCr9cA== /in/edgar/work/0000914317-00-000750/0000914317-00-000750.txt : 20001114 0000914317-00-000750.hdr.sgml : 20001114 ACCESSION NUMBER: 0000914317-00-000750 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDIN BANCORP INC CENTRAL INDEX KEY: 0000947220 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 431719104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-26560 FILM NUMBER: 759262 BUSINESS ADDRESS: STREET 1: 2ND & ELM STS STREET 2: P O BOX 608 CITY: HARDIN STATE: MO ZIP: 64035 BUSINESS PHONE: 8163984312 MAIL ADDRESS: STREET 1: 2ND & ELM STS STREET 2: P O BOX 608 CITY: HARDIN STATE: MO ZIP: 64035 10QSB 1 0001.txt 10QSB FOR HARDIN FINANCIAL 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 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 Hardin Bancorp, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited)
September 30, 2000 March 31, 2000 ------------------ ----------------- 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 ============= =============
See accompanying notes to unaudited consolidated financial statements. 1 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Earnings (Unaudited)
Three months ended Six months ended September 30, September 30, ------------------------------- ------------------------------- 2000 1999 2000 1999 ---- ---- ---- ---- 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 ---------- ---------- ---------- ----------
See accompanying notes to unaudited consolidated financial statements. 2 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity For the Six Months Ended September 30, 2000 (Unaudited)
Accumulated Additional Other Unearned Common Paid-in Retained Comprehensive Employee Stock Capital Earnings Loss Benefits ------------ ---------- --------- ------------ ------------ 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 $10,344,591 9,136,915 (1,595,881) (328,367) =========== =========== =========== =========== ===========
Total Treasury Shareholders' Stock Equity ----------- ------------ Balance at March 31, 2000 (4,810,755) 12,426,277 Comprehensive income: Net earnings -- 615,591 Change in net unrealized loss on securities available for sale, net of tax -- (118,218) ----------- ----------- Total comprehensive income (loss) -- 497,373 ----------- ----------- Allocation of ESOP shares -- 78,838 Amortization of recognition and retention plan -- 47,136 Dividends declared ($.20 per share) -- (292,541) ----------- ----------- Balance at September 30, 2000 (4,810,755) 12,757,083 =========== ===========
See accompanying notes to unaudited consolidated financial statements. 3 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Six Months Ended September 30, 2000 and 1999 (Unaudited)
2000 1999 ----------- ----------- 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) ----------- -----------
4 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Six Months Ended September 30, 2000 and 1999 (Unaudited)
2000 1999 ----------- ----------- 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
See accompanying notes to unaudited consolidated financial statements. 5 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:
For the three months ended For the six months ended September 30, September 30, 2000 1999 2000 1999 ---- ---- ---- ---- 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 ============================ ============================
(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 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 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 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.
Actual Required Excess Amount/Percent Amount/Percent Amount/Percent -------------- -------------- -------------- (Dollars in Thousands) 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%
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 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 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 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) 12 EX-27 2 0002.txt
9 1,000 6-MOS MAR-31-2000 SEP-30-2000 1,144 3,290 0 0 37,273 0 0 83,917 330 143,325 85,686 700 1,581 42,600 0 0 11 12,747 143,325 3,339 1,705 139 5,183 1,976 3,224 1,959 32 0 1,427 957 957 0 0 616 .88 .85 7.57 180 0 0 497 304 6 32 330 320 0 9
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