-----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, WvuUSztWH+QVcrD2qWfVPMVvhEOXyrNyC8u4xOdgADYG3MJg/ddvFGG0OoYl2Rs+ Si4rGYo3KZ3mJTWqKgt5kg== 0000950164-97-000331.txt : 19971117 0000950164-97-000331.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950164-97-000331 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDIN BANCORP INC CENTRAL INDEX KEY: 0000947220 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [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: 97718365 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 FORM 10-QSB 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 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 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 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited)
Three months ended Six months ended September 30 September 30 ------------------------ ------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Interest income: 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 =========== =========== =========== ===========
2 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statement of Stockholders' Equity For The Six Months Ended September 30, 1997 (Unaudited)
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 ----- ------- -------- --------------- ---- --- ----- ------ 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
3 Hardin Bancorp, Inc. and Subsidiaries Consolidated Statements of Cash Flows Six Months Ended September 30, 1997 and 1996 (Unaudited)
1997 1996 ---- ---- Operating activities: 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) ============ ============
4 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 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 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 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 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 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 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 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 EX-27 2 FINANCIAL DATA SCHEDULE
9 1,000 6-mos MAR-31-1998 SEP-30-1997 444 6,715 0 0 36,793 12,367 12,233 57,799 209 117,364 75,827 26,500 1,501 0 0 0 11 13,536 117,364 2,328 1,457 212 3,997 1,885 2,495 1,502 55 50 993 647 647 0 0 408 .49 .49 7.53 167 0 0 476 158 4 0 209 130 0 79
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