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 December 31, 2001
-----------------------
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 0-29709
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-3028464
------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
271 Main Street, Harleysville, Pennsylvania 19438
-----------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(215) 256-8828
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------------------------------
(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, 2,310,490 as of February 12, 2002
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
December 31, 2001 and September 30, 2001 1
Unaudited Consolidated Statements of Income for the Three
Months Ended December 31, 2001 and 2000 2
Unaudited Consolidated Statement of Stockholders' Equity for the Three
Months Ended December 31, 2001 3
Unaudited Consolidated Statements of Cash Flows for the Three Months
Ended December 31, 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 - 12
Part II OTHER INFORMATION
Item 1. - 6. 13
Signatures 14
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Financial Condition
December 31, September 30,
2001 2001
------------- -------------
Assets
Cash and amounts due from depository institutions $ 1,740,101 $ 1,360,099
Interest bearing deposits in other banks 11,021,056 7,588,033
------------- -------------
Total cash and cash equivalents 12,761,157 8,948,132
Investment securities held to maturity (fair value -
December 31, $50,174,000; September 30, $63,568,000) 49,457,013 62,202,405
Investment securities available-for-sale at fair value 7,923,914 3,293,981
Mortgage-backed securities held to maturity (fair value -
December 31, $179,883,000; September 30, $171,236,000) 178,465,415 167,726,725
Mortgage-backed securities available-for-sale at fair value 2,996,250 --
Loans receivable (net of allowance for loan losses -
December 31, $2,036,000; September 30, $2,036,000) 296,417,411 290,213,221
Accrued interest receivable 2,772,925 3,402,945
Federal Home Loan Bank stock - at cost 9,171,400 8,950,200
Office properties and equipment 5,157,343 5,224,482
Deferred income taxes 261,088 260,041
Prepaid expenses and other assets 8,599,317 8,165,985
------------- -------------
TOTAL ASSETS $ 573,983,233 $ 558,388,117
============= =============
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 352,224,615 $ 350,146,555
Advances from Federal Home Loan Bank 182,732,650 171,309,384
Accrued interest payable 842,675 727,501
Advances from borrowers for taxes and insurance 2,562,845 979,964
Accounts payable and accrued expenses 700,533 960,825
------------- -------------
Total liabilities 539,063,318 524,124,229
------------- -------------
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,
Dec. 2001, 2,307,212; Sept. 2001, 2,306,455 23,072 23,065
Paid-in capital in excess of par 7,379,435 7,358,681
Treasury stock, at cost (Dec. 2001, 73,872 shares; Sept. 2001, 65,659) (1,103,131) (1,024,733)
Retained earnings - partially restricted 28,637,879 27,922,182
Accumulated other comprehensive loss (17,340) (15,307)
------------- -------------
Total stockholders' equity 34,919,915 34,263,888
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 573,983,233 $ 558,388,117
============= =============
See notes to unaudited consolidated financial statements
-1-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Income
For the Three Months Ended
December 31,
---------------------------
2001 2000
---- ----
INTEREST INCOME:
Interest on mortgage loans $4,516,866 $4,038,391
Interest on mortgage-backed securities 2,384,928 2,353,786
Interest on consumer and other loans 982,688 1,087,018
Interest and dividends on investments 1,053,666 1,419,582
---------- ----------
Total interest income 8,938,148 8,898,777
---------- ----------
Interest Expense:
Interest on deposits 3,890,004 4,112,080
Interest on borrowings 2,555,812 2,428,705
---------- ----------
Total interest expense 6,445,816 6,540,785
---------- ----------
Net Interest Income 2,492,332 2,357,992
Provision for loan losses -- --
---------- ----------
Net Interest Income after Provision
for Loan Losses 2,492,332 2,357,992
---------- ----------
Other Income:
Other income 268,413 224,108
---------- ----------
Total other income 268,413 224,108
---------- ----------
Other Expenses:
Salaries and employee benefits 810,064 707,287
Occupancy and equipment 320,864 262,604
Deposit insurance premiums 15,628 15,772
Other 380,143 376,213
---------- ----------
Total other expenses 1,526,699 1,361,876
---------- ----------
Income before Income Taxes 1,234,046 1,220,224
Income tax expense 228,867 319,800
---------- ----------
Net Income $1,005,179 $ 900,424
========== ==========
Basic Earnings Per Share $ 0.45 $ 0.40
========== ==========
Diluted Earnings Per Share $ 0.44 $ 0.40
========== ==========
Dividends Per Share $ 0.13 $ 0.12
========== ==========
See notes to unaudited consolidated financial statements.
-2-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statement 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, 2001 $ 23,065 $ 7,358,681 $(1,024,733) $27,922,182 $ (15,307) $34,263,888
=========== =========== =========== =========== =========== ===========
Net Income 1,005,179 1,005,179
Issuance of Common Stock: 7 20,754 20,761
Dividends - $.13 per share (289,482) (289,482)
Treasury stock aquired (78,398) (78,398)
Unrealized holding loss on available-for-
sale securities, net of tax (2,033) (2,033)
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 2001 $ 23,072 $ 7,379,435 $(1,103,131) $28,637,879 $ (17,340) $34,919,915
=========== =========== =========== =========== =========== ===========
See notes to unaudited consolidated financial statements.
-3-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Cash Flows
Three Months Ended December 31,
2001 2000
---- ----
Operating Activities:
Net Income $ 1,005,179 $ 900,424
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 123,901 116,559
(Increase) decrease in deferred income taxes (7,885) 49,369
Amortization of deferred loan fees (64,163) (47,182)
Changes in assets and liabilities which (used) provided cash:
Decrease in accounts payable and accrued
expenses and income taxes payable (260,292) (72,237)
(Increase) decrease in prepaid expenses and other assets (433,332) 399,117
Decrease (increase) in accrued interest receivable 630,020 (125,079)
Increase in accrued interest payable 115,174 305,533
------------ ------------
Net cash provided by operating activities 1,108,602 1,526,504
------------ ------------
Investing Activities:
Purchase of investment securities held to maturity (13,154,845) (2,310,359)
Proceeds from maturities of investment securities 25,900,237
Purchase of investment securities available for sale (4,629,933) (404,230)
Purchase of FHLB stock (221,200) (903,200)
Long-term loans originated or acquired (33,759,241) (16,692,876)
Purchase of mortgage-backed securities held to maturity (17,986,847) (20,206,247)
Purchase of mortgage-backed securities available for sale (2,996,250)
Principal collected on long-term loans & mortgage-backed securities 34,872,177 18,528,174
Purchases of premises and equipment (56,762) (130,068)
------------ ------------
Net cash used in investing activities (12,032,664) (22,118,806)
------------ ------------
Financing Activities:
Net increase increase in demand deposits, NOW accounts
and savings accounts 8,048,274 3,473,707
Net decrease in certificates of deposit (5,970,215) (474,441)
Cash dividends (289,482) (267,835)
Net increase in FHLB advances 11,423,266 18,663,434
Purchase of treasury stock (78,398) (186,261)
Net proceeds from issuance of stock 20,761 7,256
Net increase in advances from borrowers for taxes & insurance 1,582,881 1,533,578
------------ ------------
Net cash provided by financing activities 14,737,087 22,749,438
------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS 3,813,025 2,157,136
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 8,948,132 4,080,202
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,761,157 $ 6,237,338
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 276,629 $ 3,028
Interest expense 6,560,990 6,235,252
See notes to unaudited consolidated financial statements.
-4-
Notes to Unaudited Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying unaudited 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 months ended December 31,
2001 are not necessarily indicative of the results which may be expected for the
entire fiscal year.
Comprehensive Income - Comprehensive income for the three month periods ended
December 31, 2001 and 2000, was approximately $1,003,000 and $864,000,
respectively.
2. INVESTMENT SECURITIES HELD TO MATURITY
A comparison of cost and approximate fair value of investment securities, by
maturities, is as follows:
December 31, 2001
---------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
---------------------------------------------------------------------------------------------------------------------
U.S. Government agencies
Due after 2 years through 5 years $ 8,997,255 $ 3,705 (16,960) $ 8,984,000
Due after 5 years through 10 years 3,000,000 145,000 -- 3,145,000
Due after 10 years through 15 years 11,457,534 213,466 -- 11,671,000
Tax Exempt Obligations
Due after 15 years 26,002,224 578,875 (207,099) 26,374,000
----------- ----------- ----------- -----------
Total Investment Securities $49,457,013 $ 941,046 $ (224,059) $50,174,000
=========== =========== =========== ===========
September 30, 2001
---------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
---------------------------------------------------------------------------------------------------------------------
U.S. Government agencies
Due after 2 years through 5 years $ 1,000,000 $ -- $ 1,000,000
Due after 5 years through 10 years 12,985,052 $ 214,948 -- 13,200,000
Due after 10 years through 15 years 24,446,500 304,500 -- 24,751,000
Tax Exempt Obligations
Due after 15 years 23,770,853 846,147 -- 24,617,000
------------ ----------- ----------- -----------
Total Investment Securities $ 62,202,405 $ 1,365,595 $ -- $63,568,000
============ =========== =========== ===========
The Company has the positive intent and the ability to hold these securities to
maturity. At December 31, 2001, neither a disposal, nor conditions that could
lead to a decision not to hold these securities to maturity were reasonably
foreseen.
-5-
3. INVESTMENT SECURITIES AVAILABLE-FOR-SALE
A comparison of cost and approximate fair value of investment securities is as
follows:
December 31, 2001
---------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
---------------------------------------------------------------------------------------------------------------------------
ARM Mutual Funds $ 7,950,186 $ -- $ (26,272) $ 7,923,914
----------- ------------- --------- -----------
Total Investment Securities $ 7,950,186 $ -- $ (26,272) $ 7,923,914
=========== ============= ========= ===========
September 30, 2001
---------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
---------------------------------------------------------------------------------------------------------------------------
ARM Mutual Funds $ 3,317,173 $ -- $ (23,192) $ 3,293,981
----------- ------------ --------- -----------
Total Investment Securities $ 3,317,173 $ -- $ (23,192) $ 3,293,981
=========== ============ ========= ===========
4. MORTGAGE-BACKED SECURITIES HELD TO MATURITY
A comparison of cost and approximate fair value of mortgage-backed securities is
as follows:
December 31, 2001
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations $69,574,239 $ 635,130 $ (375,369) $69,834,000
FHLMC pass-through certificates 28,449,190 264,170 (77,360) 28,636,000
FNMA pass-through certificates 18,417,608 246,217 (825) 18,663,000
GNMA pass-through certificates 62,024,378 737,454 (11,832) 62,750,000
------------ ------------ ---------- ------------
Total Mortgage-backed Securities $178,465,415 $ 1,882,971 $ (465,386) $179,883,000
============ ============ ========== ============
September 30, 2001
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations $68,183,560 $ 887,139 $ (181,699) $68,889,000
FHLMC pass-through certificates 14,315,089 544,911 -- 14,860,000
FNMA pass-through certificates 19,714,010 528,990 -- 20,243,000
GNMA pass-through certificates 65,514,066 1,729,934 -- 67,244,000
------------ ------------ ---------- ------------
Total Mortgage-backed Securities $167,726,725 $ 3,690,974 $ (181,699) $171,236,000
============ ============ ========== ============
5. MORTGAGE-BACKED SECURITIES AVAILABLE-FOR-SALE
A comparison of cost and approximate fair value of mortgage-backed securities is
as follows:
December 31, 2001
----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
FNMA pass-through certificates $ 2,996,250 $ -- $ -- $ 2,996,250
------------ ------------ ---------- ------------
Total Mortgage-backed Securities $ 2,996,250 $ -- $ -- $ 2,996,250
============ ============ ========== ============
-6-
6. LOANS RECEIVABLE
Loans receivable consist of the following:
December 31, 2001 September 30, 2001
----------------- ------------------
Residential Mortgages $ 237,974,503 $ 233,290,694
Commercial Mortgages 585,511 785,923
Construction 10,967,383 14,649,063
Education 1,360,802 1,041,197
Savings Account 641,053 617,244
Home Equity 43,240,152 43,401,198
Automobile and other 657,586 628,752
Line of Credit 11,923,130 9,806,918
------------- -------------
Total 307,350,120 304,220,989
Undisbursed portion of loans in process (6,814,864) (9,919,306)
Deferred loan fees (2,081,557) (2,052,274)
Allowance for loan losses (2,036,288) (2,036,188)
------------- -------------
Loans receivable - net $ 296,417,411 $ 290,213,221
============= =============
The total amount of loans being serviced for the benefit of others was
approximately $4.1 million and $4.9 million at December 31, 2001 and September
30, 2001, respectively.
The following schedule summarizes the changes in the allowance for loan losses:
Three Months Ended December 31,
-------------------------------
2001 2000
---- ----
Balance, beginning of period $ 2,036,188 $ 2,038,131
Provision for loan losses -- --
Amounts recovered 100 --
----------- -----------
Balance, end of period $ 2,036,288 $ 2,038,131
=========== ===========
7. OFFICE PROPERTIES AND EQUIPMENT
Office properties and equipment are summarized by major classification as
follows:
December 31, 2001 September 30, 2001
----------------- ------------------
Land and buildings $ 5,088,965 $ 5,081,110
Furniture, fixtures and equipment 3,292,060 3,243,153
Automobiles 56,164 56,164
----------- -----------
Total 8,437,189 8,380,427
Less accumulated depreciation (3,279,846) (3,155,945)
----------- -----------
Net $ 5,157,343 $ 5,224,482
=========== ===========
8. DEPOSITS
Deposits are summarized as follows:
December 31, 2001 September 30, 2001
----------------- ------------------
NOW accounts $ 7,951,950 $ 12,280,113
Checking accounts 12,515,239 6,859,090
Money Market Demand accounts 74,504,379 67,941,336
Passbook and Club accounts 2,692,329 2,535,083
Certificate accounts 254,560,718 260,530,933
------------- -------------
Total deposits $ 352,224,615 $ 350,146,555
============= =============
The aggregate amount of certificate accounts in denominations of more than
$100,000 at December 31, 2001 amounted to approximately $15.8 million.
-7-
9. COMMITMENTS
At December 31, 2001, the following commitments were outstanding:
Origination of fixed-rate mortgage loans $ 8,511,742
Origination of adjustable-rate mortgage loans 855,500
Unused line of credit loans 16,676,487
Loans in process 6,814,864
-----------
Total $32,858,593
===========
10. DIVIDEND
On January 23, 2002, the Board of Directors declared a cash dividend of $.13 per
share payable on February 20, 2002 to the stockholders' of record at the close
of business on February 6, 2002.
11. EARNINGS PER SHARE
The following average shares were used for the computation of earnings per
share:
For the Three Months Ended
December 31,
--------------------------------------
2001 2000
---- ----
Basic 2,233,025 2,229,776
Diluted 2,270,338 2,254,042
The difference between the number of shares used for computation of basic
earnings per share and diluted earnings per share represents the dilutive effect
of stock options.
-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 Three Month Period Ended December 31, 2001
Total assets at December 31, 2001 were $574 million, an increase of $15.6
million or 2.8% for the three month period. This increase was primarily the
result of an increase in mortgage-backed securities and loans receivable of
approximately $13.7 and $6.2 million, respectively. The remainder was due to an
increase in cash of approximately $3.8 million.
During the three month period ended December 31, 2001, total deposits increased
by $2.1 million to $352.2 million. Advances from borrowers for taxes and
insurance also increased by $1.6 million. 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 $11.4
million, which was used to fund the purchase of investment securities and fund
loans.
Comparisons of Results of Operations for the Three Month Period Ended December
31, 2001 with the Three Month Period Ended December 31, 2000.
Net Interest Income
The increase in the net interest income for the three month period ended
December 31, 2001 when compared to the same period in 2000 can be attributed to
the increase in interest earning assets and the decrease in interest expense on
deposits. The interest rate spread decreased from 1.67% for the three month
period ended December 31, 2000 to 1.59% for the comparable period ended December
31, 2001.
Total interest income was $8.9 million for the three month period ended December
31, 2001 compared to $8.9 million for the comparable period in 2000. The
increase in the average balance of interest-earning assets was offset by a
decrease in the average yield for the interest-earning assets to 6.52% for the
three month period ended December 31, 2001 from 7.33% for the comparable period
in 2000.
Total interest expense decreased to $6.4 million for the three month period
ended December 31, 2001 from $6.5 million for the comparable period in 2000.
This decrease was the result of a decrease in the average cost on
interest-bearing liabilities from 5.66% for the three month period ended
December 31, 2000 to 4.93% for the comparable period ended December 31, 2001.
This decrease is the result of a lower level of interest paid on deposits for
the three month period ended December 31, 2001 when compared to the same period
ended December 31, 2000. This was partially offset by an increase in the average
interest-bearing liabilities from $462.4 million for the three month period
ended December 31, 2000 to $522.6 million for the comparable period ended
December 31, 2001.
-9-
Other Income
Other income increased to $268,000 for the three month period ended December 31,
2001 from $224,000 for the comparable period in 2000. The increase is due to an
increase in the number of mortgage late charges and additional income from Bank
Owned Life Insurance.
Other Expenses
During the quarter ended December 31, 2001, other expenses increased by $164,000
or 12.3% to $1.5 million. Management believes these are reasonable increases in
the cost of operations after considering the effects of inflation, the impact of
the 12% growth in the assets of the Company and the opening of a new branch when
compared to the same period in 2000. The annualized ratio of expenses to average
assets for the three month period ended December 31, 2001 and 2000 was 1.08%.
Income Taxes
The Company made provisions for income taxes of $229,000 for the three month
period ended December 31, 2001 compared to $320,000 for the comparable period in
2000. The primary reason for the decrease in the percentage of tax expense in
2001 was the increase in tax-free income resulting from purchases of tax-exempt
securities.
Liquidity and Capital Resources
The Company's net income for the quarter ended December 31, 2001 of $1,005,000
increased stockholders' equity to $35.0 million or 6.2% 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 $34,936 6.2% $36,972 14.7%
Minimum required regulatory capital 22,664 4.0% 20,064 8.0%
Excess capital $12,272 2.2% $16,908 6.7%
The liquidity of the Company's operations, measured by the ratio of the cash and
securities balances to total assets, equaled 43.8% at December 31, 2001 compared
to 43.7% at September 30, 2001.
As of December 31, 2001, the Company had $32.9 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 December 31, 2002, is $176.7 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 or decreases in interest rates. The
principal determinant of the exposure of Harleysville Savings' 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. Harleysville Savings' 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 and decreases in
interest rates, the Company remains vulnerable to material and prolonged
increases and decreases in interest rates during periods in which its interest
rate sensitive liabilities exceed its interest rate sensitive assets and
interest rate sensitive assets exceed interest rate sensitive liabilities,
respectively.
-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 December 31, 2001, 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 passbook accounts, negotiable order of withdrawal ("NOW") accounts and money
market deposit accounts, are included in the "Over 5 Years" categories based on
management's beliefs that these funds are core deposits having significantly
longer effective maturities based on the Company's retention of such deposits in
changing interest rate environments.
Generally, during a period of rising interest rates, a positive gap would result
in an increase in net interest income while a negative gap would adversely
affect net interest income. Conversely, during a period of falling interest
rates, a positive gap would result in a decrease in net interest income while a
negative gap would positively affect net interest income. However, 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.
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.
-11-
1 Year 1 to 3 3 to 5 Over 5
or less Years Years Years Total
--------- --------- --------- --------- ---------
Interest-earning assets
Mortgage loans $ 40,802 $ 35,383 $ 27,301 $ 133,262 $ 236,748
Mortgage-backed securities 76,507 19,942 16,152 68,861 181,462
Consumer and other loans 28,919 15,843 8,981 5,933 59,676
Investment securities and other investments 48,741 3,000 -- 35,110 86,851
--------- --------- --------- --------- ---------
Total interest-earning assets 194,969 74,168 52,434 243,166 564,737
--------- --------- --------- --------- ---------
Interest-bearing liabilities
Passbook and Club accounts -- -- -- 2,692 2,692
NOW accounts -- -- -- 20,467 20,467
Money Market Deposit accounts -- -- -- 27,929 27,929
Choice Savings 11,644 34,932 46,576
Certificate accounts 176,651 64,725 13,185 -- 254,561
Borrowed money 25,042 41,354 29,784 86,553 182,733
--------- --------- --------- --------- ---------
Total interest-bearing liabilities 213,337 106,079 42,969 172,573 534,958
--------- --------- --------- --------- ---------
Repricing GAP during the period $ (18,368) $ (31,911) $ 9,465 $ 70,593 $ 29,779
========= ========= ========= ========= =========
Cumulative GAP $ (18,368) $ (50,279) $ (40,814) $ 29,779
========= ========= ========= =========
Ratio of GAP during the period to total assets -3.25% -5.65% 1.68% 12.50%
========= ========= ========= =========
Ratio of cumulative GAP to total assets -3.25% -8.90% -7.23% 5.27%
========= ========= ========= =========
-12-
Part II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of Stockholders was held on
January 23, 2002
(c) There were 2,232,291 shares of Common Stock of the
Company eligible to be voted at the Annual Meeting
and 1,785,532 shares were represented at the
meeting by the holders thereof, which constituted
a quorum. The items voted upon at the Annual
Meeting and the vote for each proposal were as
follows:
1. Election of directors for a three-year term:
FOR WITHHELD
---------- --------
Paul W. Barndt 1,784,662 870
Philip A. Clemens 1,785,072 460
Edward J. Molnar 1,785,072 460
Name of each director whose term of office
continued:
Sanford L. Alderfer
Mark R. Cummins
David J. Friesen
George W. Meschter
Ronald B. Geib
2. Proposal to ratify the appointment by the
board of Deloitte & Touche, LLP as the
Company's independent auditors for the year
ending September 30, 2002
FOR AGAINST ABSTAIN
--------- ------- -------
1,781,994 410 3,128
Each of the proposals were adopted by the
stockholders of the Company.
Item 1,2,3 and 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K
None
-13-
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: February 12, 2002 By: /s/ Edward J. Molnar
---------------------------------------
Edward J. Molnar
President and Chief Executive Officer
Date: February 12, 2002 By: /s/ Brendan J. McGill
---------------------------------------
Brendan J. McGill
Senior Vice President
Treasurer and Chief Financial Officer
-14-