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, 2002
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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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Pennsylvania 23-3028464
------------------------------- ----------------------
(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, 2,316,490 as of August 8, 2002
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
AND SUBSIDIARY
Index
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PAGE(S)
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Part I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Statements of Financial Condition as of
June 30, 2002 and September 30, 2001 1
Unaudited Condensed Consolidated Statements of Income for the Three and Nine
Months Ended June 30, 2002 and 2001 2
Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Nine
Months Ended June 30, 2002
Unaudited Condensed Consolidated statements of Comprehensive
Income for the Three and Nine Months Ended June 30, 2002 and 2001
3
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended June 30, 2002 and 2001 4
Notes to Unaudited Condensed 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 Condensed Consolidated Statements of Financial Condition
June 30, September 30,
2002 2001
---- ----
Assets
Cash and amounts due from depository institutions $ 1,380,182 $ 1,360,099
Interest bearing deposits in other banks 14,071,461 7,588,033
------------- -------------
Total cash and cash equivalents 15,451,643 8,948,132
Investment securities held to maturity (fair value -
June 30, $54,654,000; September 30, $63,568,000) 53,437,798 62,202,405
Investment securities available-for-sale at fair value 6,448,177 3,293,981
Mortgage-backed securities held to maturity (fair value -
June 30, $184,433,000; September 30, $171,236,000) 181,363,356 167,726,725
Mortgage-backed securities available-for-sale at fair value 18,707,060 --
Loans receivable (net of allowance for loan losses -
June 30, $2,038,000; September 30, $2,036,000) 299,274,584 290,213,221
Accrued interest receivable 3,214,609 3,402,945
Federal Home Loan Bank stock - at cost 10,234,000 8,950,200
Office properties and equipment 5,032,388 5,224,482
Deferred income taxes 291,698 260,041
Prepaid expenses and other assets 8,689,856 8,165,985
------------- -------------
TOTAL ASSETS $ 602,145,169 $ 558,388,117
============= =============
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 355,205,423 $ 350,146,555
Advances from Federal Home Loan Bank 204,203,763 171,309,384
Accrued interest payable 1,007,061 727,501
Advances from borrowers for taxes and insurance 4,099,448 979,964
Accounts payable and accrued expenses 810,420 960,825
------------- -------------
Total liabilities 565,326,115 524,124,229
------------- -------------
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,
June 2002, 2,316,490; Sept. 2001, 2,306,455 23,165 23,065
Paid-in capital in excess of par 7,517,826 7,358,681
Treasury stock, at cost (June 2002, 59,140 shares; Sept. 2001, 65,659)
Retained earnings - partially restricted (907,814) (1,024,733)
Accumulated other comprehensive loss 30,262,638 27,922,182
Total stockholders' equity (76,761) (15,307)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 36,819,054 34,263,888
------------- -------------
$ 602,145,169 $ 558,388,117
============= =============
See notes to unaudited consolidated financial statements.
page -1-
Harleysville Savings Financial Corporation
Unaudited Condensed Consolidated Statements of Income
For the Three Months Ended For the Nine Months Ended
June 30, June 30,
2002 2001 2002 2001
---- ---- ---- ----
INTEREST INCOME:
Interest on mortgage loans $ 4,417,540 $ 4,169,818 $ 13,332,908 $ 12,268,822
Interest on mortgage-backed securities 2,529,961 2,393,493 7,304,488 7,277,392
Interest on consumer and other loans 976,226 1,090,204 2,939,474 3,265,067
Interest and dividends on investments 908,637 1,412,195 2,839,680 4,243,719
------------ ------------ ------------ ------------
Total interest income 8,832,364 9,065,710 26,416,550 27,055,000
------------ ------------ ------------ ------------
Interest Expense:
Interest on deposits 3,148,842 4,212,284 10,429,344 12,490,796
Interest on borrowings 2,729,782 2,462,413 7,881,188 7,382,328
------------ ------------ ------------ ------------
Total interest expense 5,878,624 6,674,697 18,310,532 19,873,124
------------ ------------ ------------ ------------
Net Interest Income 2,953,740 2,391,013 8,106,018 7,181,876
Provision for loan losses -- -- -- --
------------ ------------ ------------ ------------
Net Interest Income after Provision
for Loan Losses 2,953,740 2,391,013 8,106,018 7,181,876
------------ ------------ ------------ ------------
Other Income:
Gain on sales of loans 500 -- 1,227
(Loss) gain on sales of securities -- -- (23,894) 133,737
Other income 276,149 279,626 803,932 734,907
------------ ------------ ------------ ------------
Total other income 276,649 279,626 781,265 868,644
------------ ------------ ------------ ------------
Other Expenses:
Salaries and employee benefits 845,313 760,952 2,515,616 2,226,197
Occupancy and equipment 334,244 289,594 966,646 832,842
Deposit insurance premiums 15,423 14,772 46,845 45,572
Other 486,607 438,997 1,251,306 1,177,951
------------ ------------ ------------ ------------
Total other expenses 1,681,587 1,504,315 4,780,413 4,282,562
------------ ------------ ------------ ------------
Income before Income Taxes 1,548,802 1,166,324 4,106,870 3,767,958
Income tax expense 376,000 242,900 869,017 911,800
------------ ------------ ------------ ------------
Net Income $ 1,172,802 $ 923,424 $ 3,237,853 $ 2,856,158
============ ============ ============ ============
Basic Earnings Per Share $ 0.52 $ 0.41 $ 1.44 $ 1.28
============ ============ ============ ============
Diluted Earnings Per Share $ 0.51 $ 0.41 $ 1.41 $ 1.28
============ ============ ============ ============
Dividends Per Share $ 0.14 $ 0.12 $ 0.40 $ 0.36
============ ============ ============ ============
See notes to unaudited condensed consolidated financial statements.
page -2-
Harleysville Savings Financial Corporation
Unaudited Condensed 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 3,237,853 3,237,853
Issuance of Common Stock: 100 159,145 159,245
Dividends (897,397) (897,397)
Issuance of treasury stock 351,804 351,804
Purchase of treasury stock (234,885) (234,885)
Unrealized holding loss on available-
for- sale securities, net of tax (61,454) (61,454)
----------- ----------- ----------- ----------- ----------- -----------
Balance at June 30, 2002 $ 23,165 $ 7,517,826 $ (907,814) $30,262,638 $ (76,761) $36,819,054
=========== =========== =========== =========== =========== ===========
See notes to unaudited condensed consolidated financial statements.
Harleysville Savings Financial Corporation
Unaudited Condensed Consolidated Statement of Comprehensive Income
Three Months Ended
2002 2001
---------------------------------------------------------------------------------------------------------
Net Income $ 1,172,802 $ 923,424
Other Comprehensive Income
Unrealized (loss) gain on securities net of tax ( benefit)
expense (50,378) (1,864)
----------- -----------
Total Comprehensive Income $ 1,122,424 $ 921,560
=========== ===========
Nine Months Ended
2002 2001
---------------------------------------------------------------------------------------------------------
Net Income $ 3,237,853 $ 2,856,158
Other Comprehensive Income
Unrealized (loss) gain on securities net of tax ( benefit)
expense (61,454) 88,786
----------- -----------
Total Comprehensive Income $ 3,176,399 $ 2,944,944
=========== ===========
See notes to unaudited condensed consolidated financial statements.
page -3-
Harleysville Savings Financial Corporation
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended June 30,
2002 2001
---- ----
Operating Activities:
Net Income $ 3,237,853 $ 2,856,158
Adjustments to reconcile net income to net cash provided by
(used by) operating activities:
Depreciation 310,287 349,314
Amortization of deferred loan fees (362,214) (152,004)
Gain on sale of loans 1,227
Loss on sale of securities available for sale 23,894
Proceeds from the sale of loans held for sale 102,918
Gain on sale of mortgage backed securities available for sale -- 133,737
Changes in assets and liabilities which provided (used) cash:
(Decrease) increase in accounts payable and accrued
expenses and income taxes payable (150,405) 136,934
Decrease in deferred income taxes 31,657 51,682
Increase (decrease) in prepaid expenses and other assets 523,871 (238,850)
Decrease (increase) in accrued interest receivable 188,336 (33,996)
Increase in accrued interest payable 279,560 258,537
------------ ------------
Net cash provided by operating activities 4,186,984 3,361,512
------------ ------------
Investing Activities:
Purchase of investment securities held to maturity (30,897,815) (8,383,745)
Proceeds from maturities of investment securities held to maturity 39,662,422 16,000,726
Proceeds from sale of mortgage-backed securities available for sale -- 7,331,055
Purchase of investment securities available for sale (7,096,559) (4,469,715)
Proceeds from sale of investmentsecurities available for sale 3,918,469
Purchase of FHLB stock (1,283,800) (1,585,000)
Long-term loans originated or acquired (92,387,513) (35,113,654)
Purchase of mortgage-backed securities available for sale (19,028,203)
Purchase of mortgage-backed securities held to maturity (49,524,955) (34,195,264)
Principal collected on long-term loans & mortgage-backed securities 118,623,485 35,584,477
Purchases of premises and equipment (120,502) (468,622)
------------ ------------
Net cash used in investing activities (38,134,971) (25,299,742)
------------ ------------
Financing Activities:
Net increase in demand deposits, NOW accounts
and savings accounts 18,530,375 6,788,392
Net (decrease) increase in certificates of deposit (13,471,507) 8,688,224
Cash dividends (897,397) (534,371)
Net increase in FHLB advances 32,894,379 15,569,686
Use of treasury stock 351,804
Purchase of treasury stock (234,885) (293,937)
Net proceeds from issuance of stock 159,245 140,778
Net increase in advances from borrowers for taxes & insurance 3,119,484 2,467,520
------------ ------------
Net cash provided by financing activities 40,451,498 32,826,292
------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS 6,503,511 10,888,062
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 8,948,132 4,080,202
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,451,643 $ 14,968,264
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 917,519 $ 523,353
Interest expense 19,317,593 12,939,889
See notes to unaudited condensed consolidated financial statements.
page -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
generally accepted accounting principles. 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, 2002 are not necessarily indicative
of the results which may be expected for the entire fiscal year or any other
period.
New Accounting Pronouncements- In April 2002, the Financial Accounting
Standdards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS")No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections. The provisions of this
statement related to the rescission of SFAS No. 4 are effective for fiscal years
beginning after May 15, 2002. Management has not determined the impact of
applying these provisions. Certain provisions of the statement relating to SFAS
No. 13 are effective for transactions occurring after May 15, 2002. All other
provisions of the statement are effective for financial statements issued on or
after May 15, 2002. These provisions had no impact on the Company's financial
statements.
In July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the standard include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing, or other exit or disposal activity. Statement 146 is
to be applied prospectively to exit or disposal activities initiated after
December 31, 2002.
2. INVESTMENT SECURITIES HELD TO MATURITY
A comparison of cost and approximate fair value of investment securities, by
maturities, is as follows:
June 30, 2002
--------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
--------------------------------------------------------------------------------------------------------------
U.S. Government agencies
Due after 1 years through 5 years $ 8,044,979 $ 24,021 $ 8,069,000
Due after 5 years through 10 years 2,000,000 $ 105,000 2,105,000
Due after 10 years through 15 years 18,532,446 210,826 (7,272) 18,736,000
Tax Exempt Obligations
Due after 10 years through 15 years 3,235,365 88,093 (2,458) 3,321,000
Due after 15 years 21,625,008 806,999 (9,007) 22,423,000
----------- ----------- ----------- -----------
Total Investment Securities $53,437,798 $ 1,210,918 $ 5,284 $54,654,000
=========== =========== =========== ===========
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 June 30, 2002, 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, 2002
----------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
----------------------------------------------------------------------------------------------------------
ARM Mutual Funds $6,448,177 $ -- $ -- $6,448,177
---------- ------ ------- ----------
Total Investment Securities $6,448,177 $ -- $ -- $6,448,177
========== ====== ======= ==========
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:
June 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
-----------------------------------------------------------------------------------------------------------------------------
Collateralized mortgage obligations $ 58,624,463 $ 331,272 $ (157,735) $ 58,798,000
FHLMC pass-through certificates 29,316,791 684,600 (391) 30,001,000
FNMA pass-through certificates 32,128,791 734,748 (10,539) 32,853,000
GNMA pass-through certificates 61,293,311 1,487,689 62,781,000
------------ ------------ ------------ ------------
Total Mortgage-backed Securities $181,363,356 $ 3,238,009 $ (168,365) $184,433,000
============ ============ ============ ============
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:
June 30, 2002
-----------------------------------------------------------------------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gain Losses Fair Value
-----------------------------------------------------------------------------------------------------------------------------
FNMA pass-through certificates $18,823,364 $ 1,164 $ (117,468) $18,707,060
----------- ----------- ----------- -----------
Total Mortgage-backed Securities $18,823,364 $ 1,164 $ (117,468) $18,707,060
=========== =========== =========== ===========
page -6-
6. LOANS RECEIVABLE
Loans receivable consist of the following:
June 30, 2002 September 30, 2001
------------- ------------------
Residential Mortgages $ 238,955,486 $ 233,290,694
Commercial Mortgages 577,802 785,923
Construction 7,691,220 14,649,063
Education 2,501,175 1,041,197
Savings Account 510,244 617,244
Home Equity 42,857,778 43,401,198
Automobile and other 666,055 628,752
Line of Credit 15,587,383 9,806,918
------------- -------------
Total 309,347,143 304,220,989
Undisbursed portion of loans in process (5,952,318) (9,919,306)
Deferred loan fees (2,082,026) (2,052,274)
Allowance for loan losses (2,038,215) (2,036,188)
------------- -------------
Loans receivable - net $ 299,274,584 $ 290,213,221
============= =============
The total amount of loans being serviced for the benefit of others was
approximately $3.8 million and $4.9 million at June 30, 2002 and September 30,
2001, respectively.
The following schedule summarizes the changes in the allowance for loan losses:
Nine Months Ended June 30,
2002 2001
---- ----
Balance, beginning of period $2,036,188 $2,038,131
Loan recoveries 2,027 554
---------- ----------
Balance, end of period $2,038,215 $2,038,685
========== ==========
7. OFFICE PROPERTIES AND EQUIPMENT
Office properties and equipment are summarized by major classification as
follows:
June 30, 2002 September 30, 2001
------------- ------------------
Land and buildings $ 5,088,965 $ 5,081,110
Construction in progress 19,849 --
Furniture, fixtures and equipment 3,378,233 3,243,153
Automobiles 81,059 56,164
----------- -----------
Total 8,568,106 8,380,427
Less accumulated depreciation (3,535,718) (3,155,945)
----------- -----------
Net $ 5,032,388 $ 5,224,482
=========== ===========
8. DEPOSITS
Deposits are summarized as follows:
June 30, 2002 September 30, 2001
------------- ------------------
NOW accounts $ 17,287,190 $ 12,280,113
Checking accounts 7,040,824 6,859,090
Money Market Demand accounts 80,712,334 67,941,336
Passbook and Club accounts 3,105,649 2,535,083
Certificate accounts 247,059,426 260,530,933
------------ ------------
Total deposits $355,205,423 $350,146,555
============ ============
The aggregate amount of certificate accounts in denominations of more than
$100,000 at June 30, 2002 amounted to approximately $17.8 million.
page -7-
9. COMMITMENTS
At March 31, 2002, the following commitments were outstanding:
Origination of fixed-rate mortgage loans $ 7,841,990
Origination of adjustable-rate mortgage loans 869,607
Unused line of credit loans 18,363,853
Loans in process 5,952,318
-----------
Total $33,027,768
===========
10. DIVIDEND
On July 17, 2002, the Board of Directors declared a cash dividend of $.14 per
share payable on August 21, 2002 to the stockholders' of record at the close of
business on August 7, 2002.
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 three and nine months ended
June 30, 2002 and 2001.
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,
------------------------------ ------------------------------
2002 2001 2002 2001
---- ---- ---- ----
Basic 2,257,574 2,229,300 2,246,829 2,227,819
Diluted 2,303,573 2,258,124 2,288,888 2,255,433
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, 2002
---------------------------------------------------------------------------
Total assets at June 30, 2002 were $602.1 million, an increase of $43.8 million
or 7.8% for the nine-month period. The increase was primarily the result of an
increase in Mortgage-backed securities of $32.3 million, an increase in loans
receivable of $9.1 million, an increase in cash equivalents of $6.5 million, an
increase in investment securities available for sale of $3.2 million and an
increase in FHLB stock of $1.3 million. These increases were offset by a
decrease of $8.8 million in investment securities held to maturity. Retail
deposits and long term Federal Home Loan Bank advances funded the overall
increase in assets.
During the nine-month period ended June 30, 2002, total deposits increased by
$5.1 million to $355.2 million. The increase was partially attributed to an
increase of $17.8 million in NOW and Money Market Demand accounts, which was
partially offset by a decrease of Certificates of $13.5 million. Advances from
borrowers for taxes and insurance also increased by $3.1million. 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 $32.9 million, which was used to fund the purchase of
Mortgage-backed 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, 2002 with the Three and Nine-Month Periods Ended June 30, 2001.
------------------------------------------------------------------------------
Net Interest Income
-------------------
The increase in the net interest income for the three and nine month periods
ended June 30, 2002 when compared to the same periods in 2001 can be attributed
to the increase in the interest spread of 20 basis points and 1 basis point,
respectively. The increase can also be attributed to the average balance of
interest-earning assets increasing to $574.5 and $561.4 million for the three
and nine-month periods ended June 30, 2002, respectively, from $520.8 million
and $504.4 million, respectively for the comparable periods ended June 30, 2001.
Total interest income was $8.8 million for the three-month period ended June 30,
2002 compared to $9.1 million for the comparable period in 2001. For the nine
month period ended June 30, 2002, total interest income was $26.4 million
compared to $27.1 million for the comparable period in 2001. The decrease is the
result of the reduction in the average yield for the interest-earning assets
from 6.96% and 7.15% for the three and nine-month period ended June 30, 2001,
respectively to 6.15% and 6.27% for the comparable periods in 2002 which was
partially offset by the increased average balance of interest-earning assets.
Total interest expense decreased to $5.9 million for the three-month period
ended June 30, 2002 from $6.8 million for the comparable period in 2001. For the
nine-month period ended June 30, 2002, total interest expense decreased to $18.3
million from $19.9 million for the comparable period in 2001. These decreases
occurred as a result of a decrease in the average rate on liabilities from 5.33%
and 5.46% for the three and nine-month periods ended June 30, 2001,
respectively, to 4.33% and 4.57% for the comparable period ended June 30, 2002.
page -9-
Other Income
------------
Other income decreased to $277,000 for the three-month period ended June 30,
2002 from $280,000 for the comparable period in 2001. For the nine-month period
ended June 30, 2002, other income decreased to $781,000 from $869,000 for the
comparable period in 2001. The three-month and nine month decrease is due to the
lack of a gain on sale of mortgage-backed securities, which was recognized in
the second quarter 2001, which was partially offset by an increase in the fee
generating services offered by the Company.
Other Expenses
--------------
During the quarter ended June 30, 2002, other expenses increased by $177,000 or
11.8% to $1.7 million when compared to the same period in 2001. For the nine
month period ended June 30, 2002, other expenses increased by $498,000 or 11.6%
compared to the comparable period in 2001. 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 2001. The annualized ratio of expenses to average assets for the
three and nine month periods ended June 30, 2002 was 1.13% and 1.11%,
respectively when compared to the three and nine month periods ended June 30,
2001 of 1.12% and 1.10%, respectively.
Income Taxes
------------
The Company made provisions for income taxes of $376,000 and $869,000 for the
three and nine-month periods ended June 30, 2002, respectively, compared to
$243,000 and $912,000 for the comparable periods in 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, 2002 of $1.2 million
increased stockholder's equity to $36.9 million or 6.10% 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 $36,742 6.1% $36,742 14.2%
Minimum required regulatory capital 24,086 4.0% 20,652 8.0%
------- --- ------- ----
Excess capital $12,656 2.1% $16,090 6.2%
The liquidity of the Company's operations, measured by the ratio of the cash and
securities balances to total assets, equaled 45.7% at June 30, 2002 compared to
43.4% at September 30, 2001.
As of June 30, 2002, the Company had $33 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, 2003, is $144 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, 2002, 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 $ 39,071 $ 37,342 $ 28,646 $ 131,739 $ 236,798
Mortgage-backed securities 87,427 21,402 18,248 72,993 200,070
Consumer and other loans 34,238 15,694 8,919 5,896 64,747
Investment securities and other investments 54,011 10,059 -- 29,227 93,297
--------- --------- --------- --------- ---------
Total interest-earning assets 214,747 84,497 55,813 239,855 594,912
--------- --------- --------- --------- ---------
Interest-bearing liabilities
Passbook and Club accounts -- -- -- 3,106 3,106
NOW accounts -- -- -- 24,328 24,328
Money Market Deposit accounts 28,157 -- -- 52,556 80,713
Certificate accounts 144,342 77,946 24,771 -- 247,059
Borrowed money 22,184 38,357 27,255 116,408 204,204
--------- --------- --------- --------- ---------
Total interest-bearing liabilities 194,683 116,303 52,026 196,398 559,410
--------- --------- --------- --------- ---------
Repricing GAP during the period $ 20,064 $ (31,806) $ 3,787 $ 43,457 $ 35,502
========== ========= ========== ========= =========
Cumulative GAP $ 20,064 $ (11,742) $ (7,955) $ 35,502
========== ========= ========== =========
Ratio of GAP during the period to total assets 3.37% -5.35% 0.64% 7.30%
========== ========= ========== =========
Ratio of cumulative GAP to total assets 3.37% -1.97% -1.34% 5.97%
========== ========= ========== =========
page -11-
Part II OTHER INFORMATION
Item 1-5. Not applicable.
---------------
Item 6. Exhibits and Reports on Form 8-K
None
page -12-
Signatures6
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
The undersigned executive officer of Harleysville Savings Financial Corporation
(the "Registrant") hereby certifies that the Registrant's Form 10-Q for the
three months ended June 30, 2002 fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934 and that the information contained
therein fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.
/s/ Edward J. Molnar
-------------------------------------
Edward J. Molnar
President and Chief Executive Officer
Date: August 9, 2002
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
The undersigned executive officer of Harleysville Savings Financial Corporation
(the "Registrant") hereby certifies that the Registrant's Form 10-Q for the
three months ended June 30, 2002 fully complies with the requirements of Section
13(a) of the Securities Exchange Act of 1934 and that the information contained
therein fairly presents, in all material respects, the financial condition and
results of operations of the Registrant.
/s/ Brendan J. McGill
-----------------------
Brendan J. McGill
Senior Vice President and
Chief Financial Officer
Date: August 9, 2002
page -13-