FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1997
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: 0-24194
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HARBOR FEDERAL BANCORP, INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1860591
- ----------------------- -----------------
(State of incorporation) (I.R.S. Employer
Identification No.)
705 York Road, Baltimore, Maryland 21204-2562
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410) 321-7041
--------------
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 ninety days. Yes X No
------ -------
As of June 30, 1997, 1,693,420 shares of the registrant's
Common Stock, par value $0.01 per share, were issued and
outstanding.
Transitional small business disclosure format (check one):
YES NO X
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HARBOR FEDERAL BANCORP, INC.
Baltimore, Maryland
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Consolidated Statements of Financial Condition
-- As of June 30, 1997 (Unaudited) and
March 31, 1997
Consolidated Statements of Income -- (Unaudited)
for the three months period ended June 30, 1997
and 1996
Consolidated Statements of Cash Flows --
(Unaudited) for the three months ended June 30,
1997 and 1996
Notes to (Unaudited) Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Item 2. Changes in Securities
---------------------
Item 3. Defaults Upon Senior Securities
-------------------------------
Item 4. Submission of Matters to a Vote of Security
Holders
-------------------------------------------
Item 5. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
2
PART I. FINANCIAL INFORMATION
3
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Financial Condition
June 30, March 31,
1997 1997
------------ ------------
Assets
- ------
Cash:
On hand and due from banks $ 1,713,728 1,482,872
Interest-bearing deposits 199,374 275,962
Federal funds sold 543,565 3,939,419
Investment securities, fair value
of $45,906,579 and $46,968,577,
respectively 46,221,809 47,543,418
Mortgage-backed securities, fair value
of $13,420,552 and $14,251,452,
respectively 13,276,417 14,161,239
Loans receivable, net 147,545,169 144,701,746
Investment in Federal Home Loan
Bank stock, at cost 1,366,000 1,366,000
Investment in real estate, net -- 465,136
Investment in and advances to affiliated
corporation 2,875,000 2,775,000
Property and equipment, net 1,917,825 1,938,699
Prepaid expenses and other assets 711,143 812,693
------------ -----------
Total assets $216,370,030 219,462,184
============ ===========
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Savings accounts $170,579,592 171,466,629
Borrowed funds 13,500,000 16,500,000
Advance payments by borrowers for
taxes, insurance and ground rents 2,642,353 1,902,414
Accrued expenses and other liabilities 1,480,045 1,296,861
Federal and state income taxes payable 268,895 71,501
------------ -----------
Total liabilities 188,470,885 191,237,405
------------ -----------
Stockholders' Equity:
Preferred stock $0.01 par value;
authorized 5,000,000 shares;
none issued -- --
Common stock $0.01 par value;
authorized 20,000,000 shares;
1,693,420 and 1,754,420 shares
issued and outstanding 16,934 17,544
Additional paid-in capital 12,677,971 13,611,599
Unearned ESOP shares (1,136,840) (1,136,840)
Retained income, substantially
restricted 16,301,030 16,068,969
Unrealized holding gain (loss) on
securities available for sale, net 40,050 (336,493)
------------ -----------
Total stockholders' equity 27,899,145 28,224,779
------------ -----------
Total liabilities and stockholders'
equity $216,370,030 219,462,184
============ ===========
See accompanying notes to consolidated financial statements.
4
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
Three Months Ended
June 30,
-------------------
1997 1996
------- -------
Interest income:
Loans receivable $2,870,256 2,337,434
Mortgage-backed securities 248,054 323,133
Investment securities 826,278 854,074
Interest-earning deposits and other short-term
investments 75,697 77,075
---------- ---------
Total interest income 4,020,285 3,591,716
---------- ---------
Interest expense:
Savings accounts:
Certificates 1,657,697 1,552,668
NOW and money market deposit accounts 249,736 266,960
Passbook and statement savings 257,234 269,824
---------- ---------
2,164,667 2,089,452
Borrowed funds 232,920 80,988
---------- ---------
Total interest expense 2,397,587 2,170,440
---------- ---------
Net interest income 1,622,698 1,421,276
Provisions for losses on loans 30,000 --
---------- ---------
Net interest income after provision for
losses on loans 1,592,698 1,421,276
---------- ---------
Noninterest income:
Loan fees and service charges 18,453 15,998
Other 43,511 58,779
---------- ---------
Total noninterest income 61,964 74,777
---------- ---------
Noninterest expense:
Compensation and benefits 646,342 580,430
Occupancy and equipment 108,968 104,304
SAIF deposit insurance premiums 22,711 72,274
Advertising 20,845 50,661
Other 197,344 168,429
---------- ---------
Total noninterest expense 996,210 976,098
---------- ---------
Income before income taxes 658,452 519,955
Income taxes 254,350 200,800
---------- ---------
Net income $ 404,102 319,155
========== =========
Net income per share of common stock:
Primary $ .25 .20
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Fully-diluted $ .25 .20
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See accompanying notes to consolidated financial statements.
5
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
June 30,
---------------------
1996 1995
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Cash flows from operating activities
Net income $ 404,102 319,155
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 33,637 36,331
Provision for losses on loans 30,000 --
Amortization of premium on savings deposits 95,346 95,346
Non-cash compensation under stock-based
benefit plans (70,550) (547)
Amortization of loan fees, premiums and
discounts, net (26,043) (34,388)
Increase in prepaid expenses and other assets (134,615) (318,954)
Increase in accrued expenses and other
liabilities 289,620 193,337
Increase in federal and state income taxes
payable 197,394 230,051
Increase in accrued interest receivable (329,310) (430,761)
Decrease in accrued interest payable (4,436) (17,405)
------------ ----------
Net cash provided by operating activities 485,145 72,165
------------ ----------
Cash flows from investing activities:
Maturities of investment securities held
to maturity 2,090,909 --
Purchase of investment securities available
for sale -- (1,000,000)
Purchase of mortgage-backed securities
available for sale -- (4,996,875)
Sale of mortgage-backed securities available
for sale -- 3,538,099
Mortgage-backed securities held to maturity
principal repayments 783,856 914,174
Mortgage-backed securities available for sale
principal repayments 218,021 471,851
Increase (decrease) in investment in real estate 465,136 (7,675)
Loan principal disbursements, net of repayments (486,661) (4,133,699)
Loans originated for sale, net of repayments (1,733,066) (458,750)
Loan purchases (571,990) (2,970,880)
Purchases of property and equipment, net (12,763) (75,639)
Increase in investments in and advances to
affiliated corporation, net (100,000) --
------------ ----------
Net cash provided by (used in) investing
activities $ 653,442 (8,719,394)
------------ ----------
(Continued)
6
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
1996 1995
------- -------
Cash flows from financing activities:
Net decrease in savings deposits $ (982,383) (480,078)
Repayment of borrowed funds (3,000,000) --
Increase in borrowed funds -- 4,000,000
Increase in advance payments by borrowers
for taxes, insurance and ground rents 739,939 643,793
Purchase of stock to fund stock option trust -- (8,987)
Purchase of treasury stock (965,687) --
Dividends paid (172,042) (175,442)
----------- ----------
Net cash provided by (used in) financing
activities (4,380,173) 3,979,286
----------- ----------
Net decrease in cash and cash equivalents (3,241,586) (4,667,943)
Cash and cash equivalents at beginning of year 5,698,253 6,249,221
----------- ----------
Cash and cash equivalents at end of year $ 2,456,667 1,581,278
=========== ==========
Supplemental information -- noncash investing
activities:
Unrealized holding gain (loss) on securities
available for sale, net of income tax
effect $ 376,543 (300,743)
=========== ==========
See accompanying notes to consolidated financial statements.
7
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Three Months Ended June 30, 1997
(Unaudited)
Note 1 -- Business. The accompanying unaudited consolidated
financial statements include the accounts of Harbor Federal
Bancorp, Inc. (the "Company") and wholly-owned subsidiaries,
including Harbor Federal Savings Bank ("Harbor Federal"). Harbor
Federal provides a full range of banking services to individual
and corporate customers through its subsidiaries and branch banks
in Maryland. Harbor Federal is subject to competition from other
financial institutions. Harbor Federal is subject to the
regulations of certain federal agencies and undergoes periodic
examinations by those regulatory authorities.
Note 2 -- Basis of Presentation. The accompanying unaudited
consolidated financial statements were prepared in accordance
with instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation of
financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles.
However, all adjustments, which in the opinion of management, are
necessary for a fair presentation of the consolidated financial
statements at and for the three months ended June 30, 1997 have
been recorded.
In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the statement of
financial condition and revenues and expenses for the period.
The results of operations for the three months ended June 30,
1997 are not necessarily indicative of the results that may be
expected for the entire year ending March 31, 1998. Actual
results could differ significantly from those estimates.
Note 3 -- Principles of Consolidation. The accompanying
unaudited consolidated financial statements include the accounts
of Harbor Federal Savings Bank, and its wholly owned
subsidiaries, Harbor Service Corporation and Bank Street
Mortgage, Inc.. All significant intercompany items have been
eliminated.
Note 4 -- Retained Income. Harbor Federal is required to
maintain certain levels of regulatory capital. At June 30, 1997,
Harbor Federal was in compliance with all regulatory capital
requirements. In addition to these requirements, since the
conversion Harbor Federal must maintain sufficient capital for
the "liquidation account" for the benefit of eligible account
holders. In the event of a complete liquidation of Harbor
Federal, eligible depositors would have an interest in the
account.
Note 5 -- Earnings per Common Share. For the three months ended
June 30, 1997, primary and fully-diluted net income per share has
been computed based on the weighted average number of shares of
common stock and common stock equivalents outstanding of
1,621,906 shares and 1,627,108 shares, respectively.
Note 6 -- Investment Securities. Investment securities available
for sale included in total investment securities have a book and
fair market value of $22,978,130 at June 30, 1997 and $22,519,150
at March 31, 1997 and related accrued interest of $454,421 at
June 30, 1997 and $171,221 at March 31, 1997.
Note 7 -- Mortgage-Backed Securities. Mortgage-backed securities
available for sale included in mortgage-backed securities have a
book and fair market value of $7,996,364 at June 30, 1997 and
$8,088,949 at March 31, 1997 and related accrued interest of
$67,623 at June 30, 1997 and $49,821 at March 31, 1997.
8
HARBOR FEDERAL BANCORP, INC.
AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion analyzes the financial condition of
the Company at June 30, 1997 and March 31, 1997 and the results
of operations of the Company for the three months ended June 30,
1997 and 1996.
Financial Condition
- -------------------
Harbor Federal's total assets decreased by $3.1 million or
1.4% to $216.4 million at June 30, 1997 from $219.5 million at
March 31, 1997. The decrease in total assets resulted from
reduction in federal funds sold of $3.4 million or 86.2% to
$544,000 at June 30, 1997 from $3.9 million at March 31, 1997.
These funds were used to reduce borrowed funds by $3.0 million or
18.2% to $13.5 million at June 30, 1997 from $16.5 million at
March 31, 1997.
Loans receivable, net increased by $2.8 million or 2.0% to
$147.5 million at June 30, 1997 from $144.7 million at March 31,
1997. This increase was due in part to a greater demand for
loans during this quarter. The increase was funded in part by a
reduction in investment securities of $1.3 million or 2.8% to
$46.2 million at June 30, 1997 from $47.5 million at March
31,1997 and a reduction in mortgage-backed securities of $900,000
or 6.2% to $13.3 million at June 30, 1997 from $14.2 million at
March 31, 1997.
Results of Operations
- ---------------------
The earnings of Harbor Federal depend primarily on its level
of net interest income, which is the difference between interest
earned on Harbor Federal's interest-earning assets, consisting
primarily of mortgage loans, mortgage-backed securities,
interest-bearing deposits at other institutions, investment
securities and other investments, and the interest paid on
interest-bearing liabilities consisting of savings accounts and
borrowed funds. Net income for the three months ended June 30,
1997 increased $85,000 or 26.6% to $404,000 from $319,000 for the
three months ended June 30, 1996.
Interest Income. Total interest income increased by
$429,000 or 11.9% to $4.02 million for the three months ended
June 30, 1997 from $3.59 million for the three months ended June
30, 1996. The increase in interest income was primarily
attributable to an increase in average loan receivables to $146.1
million for the quarter ended June 30, 1997 from $120.0 million
for the quarter ended June 30, 1996 and an increase in the
average yield on Harbor Federal's average interest-earning assets
to 7.53% for the three months ended June 30, 1997 from 7.43% for
the three months ended June 30, 1996. The increase in average
loans receivables was primarily due to increased loan production
over normal repayment.
Interest Expense. Total interest expense increased by
$227,000 or 10.5% to $2.40 million for the three months ended
June 30, 1997 from $2.17 million for the three months ended June
30, 1996. The increase was attributable to an increase in
average deposits and borrowings by $19.0 million or 11.4% to
$186.3 million for the three months ended June 30, 1997 from
$167.3 million for the three months ended June 30, 1996,
partially offset by a decrease in average cost of deposits and
borrowings to 5.15% for the three months ended June 30, 1997 from
5.19% for the three months ended June 30, 1996.
Net Interest Income. Net interest income increased by
$201,000 or 14.2% to $1.62 million for the three months ended
June 30, 1997 from $1.42 million for the three months ended June
30, 1996. The principal reason for the increase in net interest
income was an increase in Harbor Federal's net interest margin to
3.04% for the three months ended June 30, 1997 from 2.94% for the
three months ended June 30, 1996.
Provision for Losses. The Company maintains an allowance for
loan losses based on management's review and classification of
the loan portfolio and analyses of borrowers' ability to pay,
past collection experience, risk
9
characteristics of individual loans or groups of similar loans
and underlying collateral, current and prospective economic
conditions, status of non-performing loans and regulatory reviews
conducted in the regulatory examination process. There was a
$30,000 provision for loan losses during the three months ended
June 30, 1997 and no provision for loan losses for the same
period in 1996. Based on the results of management's review and
analyses, it was concluded that the level of the allowance for
losses on loans was adequate at June 30, 1997.
Noninterest Income. Noninterest income decreased by $12,800
or 17.1% to $62,000 for the three months ended June 30, 1997 from
$74,800 for the three months ended June 30, 1996. This was
primarily due to a reduction in miscellaneous income.
Noninterest Expense. Noninterest expense increased by
$20,000 or 2.1% to $996,000 for the three months ended June 30,
1997, from $976,000 for the three months ended June 30, 1996.
The increase in noninterest expense resulted primarily from
increases in compensation and benefit expense of $66,000,
partially offset by a decrease in SAIF deposit insurance premium
expense of $50,000.
The increase in compensation and benefit expense were partly
attributable to a normal 5% pay increase for most employees and
the addition of several employees in a new subsidiary mortgage
banking operation which began during this quarter. This
subsidiary will be focusing on VA, FHA and long term fixed rate
mortgages suitable for sale on the secondary market. The
reduction in the SAIF deposit insurance premium was due to the
one-time funding of the SAIF deposit insurance fund in September
1996 thereby causing a reduction in the regular annual assessment
for the future.
Liquidity and Capital Resources
- -------------------------------
Harbor Federal is required to maintain minimum levels of
liquid assets as defined by OTS regulations. This requirement,
which varies from time to time depending upon economic conditions
and deposit flows, is based upon a percentage of deposits and
short-term borrowings. The required ratio currently is 5.0%.
Harbor Federal's liquidity ratio averaged 8.22% for the three
months ended June 30, 1997. Harbor Federal adjusts its liquidity
levels in order to meet funding needs of deposit outflows,
payment of real estate taxes on mortgage loans, repayment of
borrowings and loan commitments. Harbor Federal also adjusts
liquidity as appropriate to meet its asset and liability
management objectives.
The Company's primary sources of funds are deposits,
amortization and prepayment of loans and mortgage-backed
securities, maturities of investment securities and other
investments and earnings and funds provided from operations and
borrowings. While scheduled principal repayments on loans and
mortgage-backed securities are a relatively predictable source of
funds, deposit flows and loan prepayments are greatly influenced
by general interest rates, economic conditions, and competition.
The Company manages the pricing of its deposits to maintain a
desired deposit balance. In addition, the Company invests in
short-term interest-earning assets, which provide liquidity to
meet lending requirements.
During the three months ended June 30, 1997, Harbor
Federal's cash and cash equivalents (cash and short-term
investments with maturities less than 90 days) decreased by $3.2
million.
The Company had $2.5 million in outstanding loan commitments
at June 30, 1997. Harbor Federal expects to fund its loan
originations through principal and interest payments on loans and
mortgage-backed securities, proceeds from investment and other
securities as maturities occur, and to the extent necessary,
borrowed funds. Management expects that funds provided from
these sources will be adequate to meet the Company's needs.
10
NEW ACCOUNTING STANDARDS
Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities. In June 1996 the FASB issued
SFAS No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities". SFAS No.
125 is effective for transfers and servicing of financial assets
and extinguishments of liabilities occurring after December 31,
1996 and is to be applied prospectively. This Statement will
require, among other things, that the Company record at fair
value, assets and liabilities resulting from a transfer of
financial assets. In December 1996, SFAS No. 127 was issued
which deferred the effective date of certain provisions of SFAS
No. 125 related to repurchase agreements, securities lending and
similar transactions until January 1, 1998. The Company adopted
the provisions of SFAS No. 125 as of January 1, 1997, and the
adoption did not have a material effect on the Company's reported
financial condition or results of operations.
Earnings per Share. In February 1997, the FASB issued SFAS
No. 128, "Earnings per Share", which is effective for the
financial statements issued for periods ending after December 15,
1997. SFAS No. 128 establishes standards for computing and
presenting earnings per share ("EPS") and replaces the
presentation of primary EPS with a presentation of basic EPS. It
requires dual presentation of basic and diluted EPS on the face
of the consolidated statement of income and the reconciliation of
the numerator and denominator of the basic EPS computation to the
numerator and denominator of the diluted EPS computation.
Earlier application is not permitted but disclosure of pro forma
EPS amounts computed using the standards established by SFAS No.
128 is permitted in the notes to financial statements for periods
ending prior to the effective date.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time Harbor Federal is a party
to various legal proceedings incident to its
business. At June 30, 1997, there were
no legal proceedings to which the Company,
Harbor Federal or its subsidiary was a party,
or to which any of their property was
subject, which were expected by management to
result in a material loss.
Item 2. Changes in Securities
--------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security
Holders
--------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) List of Exhibits
* 3.1 Articles of Incorporation of Harbor
Federal Bancorp, Inc.
* 3.2 Bylaws of Harbor Federal Bancorp,
Inc.
* 4 Form of Common Stock Certificate of
Harbor Federal Bancorp, Inc.
** 10.1 Employment Agreements between Harbor
Federal Bancorp, Inc. and Harbor
Federal Savings Bank and Robert A.
Williams, as amended (see page 17)
** 10.2 Severance Agreements between Harbor
Federal Bancorp, Inc. and Harbor
Federal Savings Bank and Norbert J.
Luken, and Lawrence W. Williams (see
page 35)
** 10.3 Harbor Federal Savings Bank Non-
Employee Director Retirement Plan
(see page 65)
* 10.4 Harbor Federal Savings Bank Deferred
Compensation Plan
* 10.5 Harbor Federal Savings Bank Supple-
mental Executive Retirement
Agreement
* 10.6 Harbor Federal Bancorp, Inc.
Employee Stock Ownership Plan, as
amended
* 10.7 Harbor Federal Bancorp, Inc.
Incentive Compensation Plan, as
amended
27 Financial Data Schedule
* Incorporated by reference to Registration Statement on Form
S-1, No. 33-75624.
** Incorporated by reference to Quarterly Report on Form 10-QSB
for Quarter Period ended June 30, 1994.
(b) Form 8-K
None
12
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: August 14, 1997 By /s/ Robert A. Williams
-----------------------------
Robert A. Williams
President
(Duly Authorized Representative)
Date: August 14, 1997 By /s/ Norbert J. Luken
-----------------------------
Norbert J. Luken
Treasurer
(Principal Financial Officer)
15