SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20429
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-29709
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-3028464
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
271 Main Street, Harleysville, Pennsylvania 19438
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(Address of principal executive offices)
(Zip Code)
(215) 256-8828
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock, $.01 Par Value, 2,306,455 as of August 8, 2001
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
AND SUBSIDIARY
Index
PAGE(S)
-------
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Statements of Financial
Condition as of June 30, 2001 and September
30, 2000 1
Unaudited Consolidated Statements of Income
for the Three and Nine Months Ended June 30,
2001 and 2000 2
Unaudited Consolidated Statements of
Stockholders' Equity for the Nine Months Ended
June 30, 2001 3
Unaudited Consolidated Statements of Cash
Flows for the Nine Months Ended June 30, 2001
and 2000 4
Notes to Unaudited Consolidated Financial
Statements 5 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 10
Item 3. Quantitative and Qualitative
Disclosures About Market Risk 10 - 11
Part II OTHER INFORMATION
Item 1. - 6. 12
Signatures 13
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Financial Condition
June 30, September 30,
2001 2000
------------- -------------
Assets
Cash and amounts due from depository institutions $ 1,424,848 $ 1,224,634
Interest bearing deposits in other banks 8,971,208 2,855,568
------------- -------------
Total cash and cash equivalents 10,396,056 4,080,202
Investment securities held to maturity (fair value -
June 30, $79,681,000; September 30, $69,463,000) 79,153,853 71,280,841
Investment securities available-for-sale at fair value 5,334,545 3,309,736
Mortgage-backed securities held to maturity (fair value -
June 30, $152,647,000; September 30, $114,182,000) 152,252,629 116,303,730
Mortgage-backed securities available-for-sale at fair value 7,440,453
Loans receivable (net of allowance for loan losses -
June 30, $2,038,685; September 30, $2,038,131) 282,359,160 262,774,378
Accrued interest receivable 3,279,501 3,246,714
Federal Home Loan Bank stock - at cost 8,950,200 7,365,200
Office properties and equipment 5,212,988 4,449,921
Deferred income taxes 261,984 306,761
Prepaid expenses and other assets 8,647,622 7,995,955
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TOTAL ASSETS $ 555,848,538 $ 488,553,891
============= =============
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 338,641,942 $ 309,835,810
Advances from Federal Home Loan Bank 177,737,884 145,134,283
Accrued interest payable 1,168,018 824,672
Advances from borrowers for taxes and insurance 4,154,796 719,591
Accounts payable and accrued expenses 778,082 641,148
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Total liabilities 522,480,722 457,155,504
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Commitments
Stockholders' equity:
Preferred Stock: $.01 par value;
7,500,000 shares authorized; none issued
Common stock: $.01 par value; 15,000,000
shares authorized; issued and outstanding,
June 30, 2001, 2,306,455; September 30, 2000, 2,285,051 23,064 22,851
Paid-in capital in excess of par 7,377,284 7,119,387
Treasury stock, at cost
June 30, 2001, 78,037 shares; September 30, 2000, 49,900 shares (1,144,037) (714,163)
Retained earnings - partially restricted 27,130,584 25,076,313
Accumulated other comprehensive loss (19,079) (106,001)
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Total stockholders' equity 33,367,816 31,398,387
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 555,848,538 $ 488,553,891
============= =============
See notes to unaudited consolidated financial statements.
page -1-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Income
For the Three Months Ended For the Nine Months Ended
June 30, June 30,
--------------------------- ---------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
INTEREST INCOME:
Interest on mortgage loans $ 4,169,818 $ 3,821,029 $12,268,822 $11,132,330
Interest on mortgage-backed securities 2,393,493 2,097,961 7,277,392 6,262,549
Interest on consumer and other loans 1,090,204 1,135,378 3,265,067 3,348,385
Interest and dividends on investments 1,412,195 1,319,212 4,243,719 3,847,097
----------- ----------- ----------- -----------
Total interest income 9,065,710 8,373,580 27,055,000 24,590,361
----------- ----------- ----------- -----------
Interest Expense:
Interest on deposits 4,212,284 3,835,720 12,490,796 11,073,821
Interest on borrowings 2,462,413 1,873,866 7,382,328 5,659,723
----------- ----------- ----------- -----------
Total interest expense 6,674,697 5,709,586 19,873,124 16,733,544
----------- ----------- ----------- -----------
Net Interest Income 2,391,013 2,663,994 7,181,876 7,856,817
Provision for loan losses -- -- -- --
----------- ----------- ----------- -----------
Net Interest Income after Provision
for Loan Losses 2,391,013 2,663,994 7,181,876 7,856,817
----------- ----------- ----------- -----------
Other Income:
Gain on sales of securities -- -- 133,737 --
Other income 279,626 126,284 734,907 350,089
----------- ----------- ----------- -----------
Total other income 279,626 126,284 868,644 350,089
----------- ----------- ----------- -----------
Other Expenses:
Salaries and employee benefits 760,952 691,330 2,226,197 2,023,886
Occupancy and equipment 289,594 254,132 832,842 750,900
Deposit insurance premiums 14,772 15,775 45,572 76,494
Other 438,997 406,027 1,177,951 1,126,773
----------- ----------- ----------- -----------
Total other expenses 1,504,315 1,367,264 4,282,562 3,978,053
----------- ----------- ----------- -----------
Income before Income Taxes 1,166,324 1,423,014 3,767,958 4,228,853
Income tax expense 242,900 455,400 911,800 1,325,800
----------- ----------- ----------- -----------
Net Income $ 923,424 $ 967,614 $ 2,856,158 $ 2,903,053
Basic Earnings Per Share $ 0.41 $ 0.43 $ 1.28 $ 1.28
Diluted Earnings Per Share $ 0.41 $ 0.43 $ 1.28 $ 1.28
Dividends Per Share $ 0.12 $ 0.11 $ 0.36 $ 0.33
See notes to unaudited consolidated financial statements.
page -2-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Stockholders' Equity
Paid-in Retained Accumulated
Capital Earnings- Other Total
Common in Excess Treasury Partially Comprehensive Stockholders'
Stock of Par Stock Restricted Loss Equity
-----------------------------------------------------------------------------------------------------------------------------------
Balance at October 1, 2000 $ 22,851 $ 7,119,387 $ (714,163) $ 25,076,313 $ (106,001) $ 31,398,387
======== =========== ============ ============ ========= ============
Net Income 2,856,158 2,856,158
Issuance of Common Stock: 213 257,897 258,110
Dividends - $.12 per share (801,887) (801,887)
Treasury stock purchased (429,874) (429,874)
Unrealized holding gain on available-for-sale
securities net of tax 86,922 86,922
-------- ----------- ------------ ------------ --------- ------------
Balance at June 30, 2001 $ 23,064 $ 7,377,284 $ (1,144,037) $ 27,130,584 $ (19,079) $ 33,367,816
======== =========== ============ ============ ========= ============
See notes to unaudited consolidated financial statements.
page -3-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended June 30,
2001 2000
------------ ------------
Operating Activities:
Net Income $ 2,856,158 $ 2,903,053
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 349,314 326,240
Decrease (increase) in deferred income taxes 51,682 (35,587)
Amortization of deferred loan fees (152,004) (114,024)
Gain on sale of mortgage backed securities available for sale (133,737)
Changes in assets and liabilities which provided (used) cash:
Increase (decrease) in accounts payable and accrued
expenses and income taxes payable 136,934 (4,526)
Increase in prepaid expenses and other assets (651,667) (715,966)
Increase in accrued interest receivable (32,787) (239,239)
Increase in accrued interest payable 343,346 447,677
------------ ------------
Net cash provided by operating activities 2,767,239 2,567,628
------------ ------------
Investing Activities:
Purchase of investment securities held to maturity (26,348,684) (9,513,731)
Proceeds from maturities of investment securities held to maturity 18,475,672 1,525,000
Proceeds from sale of mortgage-backed securities available for sale 7,331,055 --
Purchase of investment securities available for sale (2,009,298) (201,001)
Purchase of FHLB stock (1,585,000) (407,500)
Long-term loans originated or acquired (73,796,289) (44,788,531)
Purchase of mortgage-backed securities held to maturity (54,150,473) (7,514,846)
Principal collected on long-term loans & mortgage-backed securities 72,872,726 43,937,814
Purchases of premises and equipment (1,112,381) (159,672)
------------ ------------
Net cash used in investing activities (60,322,672) (17,122,467)
------------ ------------
Financing Activities:
Net increase (decrease) in demand deposits, NOW accounts
and savings accounts 15,569,276 (5,463,115)
Net increase in certificates of deposit 13,236,856 14,272,873
Cash dividends (801,887) (745,505)
Net increase in FHLB advances 32,603,601 3,978,137
Purchase of treasury stock (429,874) (627,194)
Net proceeds from issuance of stock 258,110 232,421
Net increase in advances from borrowers for taxes & insurance 3,435,205 2,993,332
------------ ------------
Net cash provided by financing activities 63,871,287 14,640,949
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INCREASE IN CASH AND CASH EQUIVALENTS 6,315,854 86,110
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,080,202 3,955,818
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,396,056 $ 4,041,928
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 958,353 $ 1,311,500
Interest expense 20,216,470 16,285,867
Noncash transfer from loans to real estate owned 119,615
See notes to unaudited consolidated financial statements.
page -4-
Notes to Unaudited Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited consolidated financial
statements have been prepared in accordance with the instructions for Form 10-Q
and therefore do not include information or footnotes necessary for a complete
presentation of financial condition, results of operations and cash flows in
conformity with accounting principles generally accepted in the United States of
America. However, all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary for a fair
presentation have been included. The results of operations for the three and
nine months ended June 30, 2001 are not necessarily indicative of the results
which may be expected for the entire fiscal year or any other period.
Comprehensive Income -Comprehensive income for the three month periods ended
June 30, 2001 and 2000, was approximately $939,000 and $875,000, respectively.
For the nine month periods ended June 30, 2001 and 2000, comprehensive income
was approximately $2.94 million and $2.81 million, respectively.
Accounting for Derivative Instruments and Hedging Activities- The Company
adopted the provisions of SFAS No. 133, as amended by SFAS No. 137 and 138, and
as interpreted by the FASB and the Derivatives Implementation Group through
"Statement 133 Implementation Issues", as of October 1, 2000. The Company
believes that it has properly identified all derivative instruments and any
embedded derivative instruments. Currently, no embedded derivatives require
bifurcation. The Company currently does not employ hedging activities that
require designation as either fair value or cash flow hedges, or hedges of a net
investment in a foreign operation. SFAS No. 133 does not have a material effect
on the Company's financial position or results of operations.
2. INVESTMENT SECURITIES HELD TO MATURITY
A comparison of cost and approximate fair value of investment securities, by
maturities, is as follows:
June 30, 2001
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Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
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U.S. Government agencies
Due after 2 years through 5 years $ 13,969,458 $ 6,542 $13,976,000
Due after 5 years through 10 years 21,983,357 125,630 $ (106,987) 22,002,000
Due after 10 years through 15 years 19,441,786 65,679 (225,465) 19,282,000
Tax Exempt Obligations
Due after 10 years through 15 years 1,526,806 16,194 1,543,000
Due after 15 years 22,232,446 680,608 (35,054) 22,878,000
--------------- -------------- --------------- --------------
Total Investment Securities $ 79,153,853 $ 894,653 $ (367,506) $79,681,000
=============== ============== =============== ==============
September 30, 2000
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Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
------------------------------------------------------------------------------------------------------------
U.S. Government agencies
Due after 3 years through 5 years $ 16,500,000 $ (386,000) $16,114,000
Due after 5 years through 10 years 21,980,911 $ 38,090 (971,001) 21,048,000
Due after 10 years through 15 years 17,418,624 43,263 (703,887) 16,758,000
Tax Exempt Obligations
Due after 15 years 15,381,306 232,610 (70,916) 15,543,000
--------------- -------------- --------------- --------------
Total Investment Securities $ 71,280,841 $ 313,963 $(2,131,804) $69,463,000
=============== ============== =============== ==============
U.S. Government Agencies include structured note securities with periodic
interest rate adjustments and are called periodically by the issuing agency.
These structured notes were comprised of step-up bonds with par values of
$999,000 at June 30, 2001 and September 30, 2000.
The Bank has the positive intent and the ability to hold these securities to
maturity. At June 30, 2001, neither a disposal, nor conditions that could lead
to a decision not to hold these securities to maturity were reasonably foreseen.
page -5-
3. INVESTMENT SECURITIES AVAILABLE-FOR-SALE
A comparison of cost and approximate fair value of investment securities is as
follows:
June 30, 2001
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Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
------------------------------------------------------------------------------------------------------------------------
ARM Mutual Funds $ 5,363,452 $ -- $ (28,907) $ 5,334,545
----------- ------------ --------- -----------
Total Investment Securities $ 5,363,452 $ -- $ (28,907) $ 5,334,545
========== ============= ========= ===========
September 30, 2000
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
ARM Mutual Funds $ 3,354,154 $ -- $ (44,418) $ 3,309,736
----------- ------------- --------- -----------
Total Investment Securities $ 3,354,154 $ -- $ (44,418) $ 3,309,736
=========== ============= ========= ===========
4. MORTGAGE-BACKED SECURITIES HELD TO MATURITY
A comparison of cost and approximate fair value of mortgage-backed securities is
as follows:
June 30, 2001
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations $45,687,572 $ 490,923 $ (218,495) $ 45,960,000
FHLMC pass-through certificates 15,168,438 176,804 (63,242) 15,282,000
FNMA pass-through certificates 21,051,672 82,723 (129,395) 21,005,000
GNMA pass-through certificates 70,344,947 431,367 (376,314) 70,400,000
------------ ----------- ---------- ------------
Total Mortgage-backed Securities $152,252,629 $ 1,181,817 $ (787,446) $152,647,000
============ =========== ========== ============
September 30, 2000
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations $52,482,502 $ 138,918 $ (996,420) $ 51,625,000
FHLMC pass-through certificates 9,935,756 26,355 (110,111) 9,852,000
FNMA pass-through certificates 21,402,545 33,968 (565,513) 20,871,000
GNMA pass-through certificates 32,482,927 1,654 (650,581) 31,834,000
------------ --------- ----------- ------------
Total Mortgage-backed Securities $116,303,730 $ 200,895 $(2,322,625) $114,182,000
============ ========= =========== ============
5. MORTGAGE-BACKED SECURITIES AVAILABLE-FOR-SALE
A comparison of cost and approximate fair value of mortgage-backed securities is
as follows:
September 30, 2000
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
FHLMC pass-through certificates $ 2,835,053 $ -- $ (93,580) $ 2,741,473
GNMA pass-through certificates 4,721,589 (22,609) 4,698,980
----------- ------------- --------- -----------
Total Mortgage-backed Securities $ 7,556,642 $ -- $ (116,189) $ 7,440,453
=========== ============= ========== ===========
page -6-
6. LOANS RECEIVABLE
Loans receivable consist of the following:
June 30, 2001 September 30, 2000
------------ ------------------
Residential Mortgages $ 226,564,513 $ 207,928,146
Commercial Mortgages 791,219 807,156
Construction 13,567,795 6,579,523
Education 3,314,245 1,414,011
Savings Account 625,914 618,884
Home Equity 43,941,316 44,727,366
Automobile and other 535,445 639,693
Line of Credit 8,737,157 7,888,612
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Total 298,077,604 270,603,391
Undisbursed portion of loans in process (11,636,288) (3,844,612)
Deferred loan fees (2,043,471) (1,946,270)
Allowance for loan losses (2,038,685) (2,038,131)
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Loans receivable - net $ 282,359,160 $ 262,774,378
============= =============
The total amount of loans being serviced for the benefit of others was
approximately $5.5 million and $6.6 million at June 30, 2001 and September 30,
2000, respectively.
The following schedule summarizes the changes in the allowance for loan losses:
Nine Months Ended June 30,
-----------------------------
2001 2000
---------- ----------
Balance, beginning of period $2,038,131 $2,040,000
Provision for loan losses -- --
Loan recoveries 554 --
---------- ----------
Balance, end of period $2,038,685 $2,040,000
========== ==========
7. OFFICE PROPERTIES AND EQUIPMENT
Office properties and equipment are summarized by major classification as
follows:
June 30, 2001 September 30, 2000
------------- ------------------
Land and buildings $ 4,040,126 $ 4,176,671
Construction in progress 951,723
Furniture, fixtures and equipment 3,195,264 2,898,061
Automobiles 56,164 56,164
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Total 8,243,277 7,130,896
Less accumulated depreciation (3,030,289) (2,680,975)
----------- -----------
Net $ 5,212,988 $ 4,449,921
=========== ===========
8. DEPOSITS
Deposits are summarized as follows:
June 30, 2001 September 30, 2000
------------- ------------------
NOW accounts $ 12,454,265 $ 10,748,610
Checking accounts 7,007,274 5,780,503
Money Market Demand accounts 62,384,566 49,928,562
Passbook and Club accounts 2,576,723 2,395,877
Certificate accounts 254,219,114 240,982,258
------------ ------------
Total deposits $338,641,942 $309,835,810
============ ============
The aggregate amount of certificate accounts in denominations of more than
$100,000 at June 30, 2001 amounted to approximately $14.6 million.
page -7-
9. COMMITMENTS
At June 30, 2001, the following commitments were outstanding:
Origination of fixed-rate mortgage loans $ 6,139,212
Origination of adjustable-rate mortgage loans 620,650
Unused line of credit loans 13,279,915
Loans in process 11,636,288
-----------
Total $31,676,065
===========
10. DIVIDEND
On July 18, 2001, the Board of Directors declared a cash dividend of $.12 per
share payable on August 22, 2001 to the stockholders' of record at the close of
business on August 8, 2001.
11. EARNINGS PER SHARE
The calculations of earnings per share were based on the number of common stock
and common stock equivalents outstanding for the nine months ended June 30, 2001
and 2000.
The following average shares were used for the computation of earnings per
share:
For the Three Months Ended For the Nine Months Ended
June 30, June 30,
------------------------------ ------------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
Basic 2,229,300 2,243,354 2,227,819 2,257,240
Diluted 2,258,124 2,265,705 2,255,433 2,279,984
page -8-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains certain forward-looking statements and information relating
to the Company that are based on the beliefs of management as well as
assumptions made by and information currently available to management. In
addition, in those and other portions of this document, the words "anticipate,"
"believe," "estimate," "intend," "should" and similar expressions, or the
negative thereof, as they relate to the Company or the Company's management, are
intended to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future-looking events and are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated, expected or intended. The Company does not
intend to update these forward-looking statements.
Changes in Financial Position for the Nine-Month Period Ended June 30, 2001
Total assets at June 30, 2001 were $555.8 million, an increase of $67.3 million
or 13.8% for the nine-month period. The increase was primarily the result of an
increase in Mortgage-backed securities of $35.9 million, an increase in loans
receivable of $19.6 million, an increase in investment securities held to
maturity of $7.8 million, an increase in investment securities available for
sale of $2.0 million, an increase in FHLB stock of $1.6 million and an increase
of $763 thousand in office property and equipment. These increases were off set
by decrease of $7.4 million in Mortgage-backed securities available for sale.
During the nine-month period ended June 30, 2001, total deposits increased by
$28.8 million to $338.6 million. Advances from borrowers for taxes and insurance
also increased by $3.4million. This is a seasonal increase as the majority of
taxes the Company escrows for are disbursed in the month of August. There was
also an increase in advances from Federal Home Loan Bank of $32.6 million, which
was used to fund the purchase of investment securities and the origination of
loans. The increase in the accrued interest payable was a direct result of the
increased balance in the advances from Federal Home Loan Bank.
Comparisons of Results of Operations for the Three-Month and Nine-Month Periods
-------------------------------------------------------------------------------
Ended June 30, 2001 with the Three and Nine-Month Periods Ended June 30, 2000.
------------------------------------------------------------------------------
Net Interest Income
-------------------
The decrease in the net interest income for the three and nine month periods
ended June 30, 2001 when compared to the same periods in 2000 can be attributed
to the reduction in the interest spread of 31 and 24 basis points, respectively.
This reduction was partially offset by an increase in the average balance of
interest-earning assets increasing to $520.8 and $504.4 million for the three
and nine month periods ended June 30, 2001, respectively, from $464.5 and $462.2
million for the comparable periods ended June 30, 2000.
Total interest income was $9.1 million for the three-month period ended June 30,
2001 compared to $8.4 million for the comparable period in 2000. For the nine
month period ended June 30, 2001, total interest income was $27.1 million
compared to $24.6 million for the comparable period in 2000. The increase is the
result of the increased average balance of interest-earning assets which was
partially offset by the reduction in the average yield for the interest-earning
assets from 7.21% and 7.15% for the three and nine-month period ended June 30,
2000, respectively to 6.96% and 7.09% for the comparable periods in 2001.
Total interest expense increased to $6.7 million for the three-month period
ended June 30, 2001 from $5.7 million for the comparable period in 2000. For the
nine-month period ended June 30, 2001, total interest expense increased to $19.9
million from $16.7 million for the comparable period in 2000. These increases
occurred as a result of an increase in the average interest-bearing liabilities
from $433.5 million and $432.1million for the three and nine month periods ended
June 30, 2000, respectively, to $500.5 million and $485.3 million for the
comparable period ended June 30, 2001. These increases also occurred as a result
of an increase in the average rate on liabilities from 5.27% and 5.16% for the
three and nine month periods ended June 30, 2000, respectively, to 5.33% and
5.46% for the comparable period ended June 30, 2001.
page -9-
Other Income
------------
Other income increased to $280,000 for the three-month period ended June 30,
2001 from $126,000 for the comparable period in 2000. For the nine-month period
ended June 30, 2001, other income increased to $869,000 from $350,000 for the
comparable period in 2000. The three-month and nine month increase is due to an
increase in the fee generating services offered by the Company, income from Bank
Owned Life Insurance and the gain on sale of mortgage-backed securities in the
second quarter 2001.
Other Expenses
--------------
During the quarter ended June 30, 2001, other expenses increased by $137,000 or
10.0% to $1.5 million when compared to the same period in 2000. For the nine
month period ended June 30, 2001, other expenses increased by $305,000 or 7.7%
compared to the comparable period in 2000. Management believes these are normal
increases in the cost of operations after considering the effects of inflation
and the impact of the growth in the assets of the Company when compared to the
same periods in 2000. The annualized ratio of expenses to average assets for the
three and nine month periods ended June 30, 2001 was 1.12% and 1.10%,
respectively.
Income Taxes
------------
The Company made provisions for income taxes of $243,000 and $912,000 for the
three and nine-month periods ended June 30, 2001, respectively, compared to
$455,000 and $1.3 million for the comparable periods in 2000. The reduction in
income taxes is attributed to an increase in tax-free municipal investments for
the three and nine month periods ended June 30, 2001. These provisions are based
on the levels of taxable income.
Liquidity and Capital Resources
-------------------------------
The Company's net income for the quarter ended June 30, 2001 of $923,000
increased stockholder's equity to $33.4 million or 6.12% of total assets. This
amount is well in excess of the Company's minimum regulatory capital
requirements as illustrated below:
(in thousands)
Leveraged Risk-based
----------------- -------------------
Actual regulatory capital $33,368 6.1% $34,911 14.6%
Minimum required regulatory capital 22,234 4.0% 19,119 8.0%
------- --- ------- ----
Excess capital $11,134 2.1% $15,792 6.6%
The liquidity of the Company's operations, measured by the ratio of the cash and
securities balances to total assets, equaled 44.5% at June 30, 2001 compared to
41.4% at September 30, 2000.
As of June 30, 2001, the Company had $31.7 million in commitments to fund loan
originations, disburse loans in process and meet other obligations. Management
anticipates that the majority of these commitments will be funded within the
next six months by means of normal cash flows and net new deposits. In addition,
the amount of certificate accounts which are scheduled to mature during the 12
months ending June 30, 2002 is $162 million. Management expects that a
substantial portion of these maturing deposits will remain as accounts in the
Company.
Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company has instituted programs designed to decrease the sensitivity of its
earnings to material and prolonged increases in interest rates. The principal
determinant of the exposure of the Company's earnings to interest rate risk is
the timing difference between the repricing or maturity of the Company's
interest-earning assets and the repricing or maturity of its interest-bearing
liabilities. If the maturities of such assets and liabilities were perfectly
matched, and if the interest rates borne by its assets and liabilities were
equally flexible and moved concurrently, neither of which is the case, the
impact on net interest income of rapid increases or decreases in interest rates
would be minimized. The Company's asset and liability management policies seek
to increase the interest rate sensitivity by shortening the repricing intervals
and the maturities of the Company's interest-earning assets. Although management
of the Company believes that the steps taken have reduced the Company's overall
vulnerability to increases in interest rates, the Company remains vulnerable to
material and prolonged increases in interest rates during periods in which its
interest rate sensitive liabilities exceed its interest rate sensitive assets.
page -10-
The authority and responsibility for interest rate management is vested in the
Company's Board of Directors. The Chief Executive Officer implements the Board
of Directors' policies during the day-to-day operations of the Company. Each
month, the Chief Executive Officer presents the Board of Directors with a
report, which outlines the Company's asset and liability "gap" position in
various time periods. The "gap" is the difference between interest-earning
assets and interest-bearing liabilities which mature or reprice over a given
time period. He also meets weekly with the Company's other senior officers to
review and establish policies and strategies designed to regulate the Company's
flow of funds and coordinate the sources, uses and pricing of such funds. The
first priority in structuring and pricing the Company's assets and liabilities
is to maintain an acceptable interest rate spread while reducing the effects of
changes in interest rates and maintaining the quality of the Company's assets.
The following table summarizes the amount of interest-earning assets and
interest-bearing liabilities outstanding as of June 30, 2000, which are expected
to mature, prepay or reprice in each of the future time periods shown. Except as
stated below, the amounts of assets or liabilities shown which mature or reprice
during a particular period were determined in accordance with the contractual
terms of the asset or liability. Adjustable and floating-rate assets are
included in the period in which interest rates are next scheduled to adjust
rather than in the period in which they are due, and fixed-rate loans and
mortgage-backed securities are included in the periods in which they are
anticipated to be repaid.
The following table does not necessarily indicate the impact of general interest
rate movements on Harleysville Savings' net interest income because the
repricing of certain categories of assets and liabilities is discretionary and
is subject to competitive and other pressures. As a result, certain assets and
liabilities indicated as repricing within a stated period may in fact reprice at
different rate levels.
1 Year 1 to 3 3 to 5 Over 5
or less Years Years Years Total
--------- --------- --------- --------- ---------
Interest-earning assets
Mortgage loans $ 43,540 $ 37,900 $ 28,225 $ 116,692 $ 226,357
Mortgage-backed securities 45,750 21,422 17,256 67,825 152,253
Consumer and other loans 27,319 16,065 9,117 6,029 58,530
Investment securities and other investments 31,550 5,000 3,000 71,617 111,167
--------- --------- --------- --------- ---------
Total interest-earning assets 148,159 80,387 57,598 262,163 548,307
--------- --------- --------- --------- ---------
Interest-bearing liabilities
Passbook and Club accounts -- -- -- 2,577 2,577
NOW accounts -- -- -- 19,462 19,462
Money Market Deposit accounts 9,129 -- -- 53,256 62,385
Certificate accounts 161,556 84,670 7,993 -- 254,219
Borrowed money 50,897 55,569 22,166 49,106 177,738
--------- --------- --------- --------- ---------
Total interest-bearing liabilities 221,582 140,239 30,159 124,401 516,381
--------- --------- --------- --------- ---------
Repricing GAP during the period $ (73,423) $ (59,852) $ 27,439 $ 137,762 $ 31,926
========= ========= ========= ========= =========
Cumulative GAP $ (73,423) $(133,275) $(105,836) $ 31,926
========= ========= ========= =========
Ratio of GAP during the period to total assets -13.39% -10.92% 5.00% 25.12%
===== ===== ==== =====
Ratio of cumulative GAP to total assets -13.39% -24.31% -19.30% 5.82%
===== ===== ==== =====
page -11-
Part II OTHER INFORMATION
Item 1-5. Not applicable.
---------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
None
page -12-
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Bank
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
Date: August 9, 2001 By: /s/ Edward J. Molnar
--------------------
Edward J. Molnar
President and Chief Executive Officer
Date: August 9, 2001 By: /s/ Brendan J. McGill
---------------------
Brendan J. McGill
Senior Vice President
Treasurer and Chief Financial Officer
page -13-