UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-27940
HARRINGTON FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Indiana 48-1050267
- ------------------------------------------ -------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
722 East Main Street, P. O. Box 968
Richmond, Indiana 47375
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (765) 962-8531
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.125 per share)
-----------------------------------------
(Title of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of September 19, 1997, the aggregate value of the 943,690 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
2,313,048 shares held by all directors and executive officers of the Registrant
as a group, was approximately $12.7 million. This figure is based on the last
known trade price of $13.50 per share of the Registrant's Common Stock on
September 19, 1997.
Number of shares of Common Stock outstanding
as of September 19, 1997: 3,256,738
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:
(1) Portions of the Annual Report to Stockholders for the fiscal year ended June
30, 1997 are incorporated into Parts II and IV.
(2) Portions of the definitive proxy statement for the Annual Meeting of
Stockholders are incorporated into Part III.
PART I.
Item 1. Business
General
Harrington Financial Group, Inc. (the "Company") is an
Indiana-chartered, registered thrift holding company for Harrington Bank, FSB
(the "Bank"). The Bank is a federally chartered savings bank which conducts
business through four full-service offices located in Carmel, Fishers and
Noblesville, Indiana, suburbs of Indianapolis, and Richmond, Indiana. The
Company was organized in March 1988 in connection with its acquisition of the
Bank. The Bank was originally organized in 1889 as an Indiana-chartered savings
association under the name "The Peoples Home and Savings Association of
Richmond, Indiana." In 1936, the Bank obtained federal insurance and in 1984
adopted a federal charter and changed its name to "Peoples Federal Savings
Association." In 1985, the Bank converted from mutual to stock form and, in
March 1994, changed its name to "Harrington Bank, FSB." On May 6, 1996, the
Company sold 1,265,000 shares of common stock at $10.00 per share to investors
in an initial public offering resulting in gross proceeds of $12,650,000 to the
Company. Net proceeds to the Company after offering expenses were $11,437,000.
At June 30, 1997, the Company had total consolidated assets of $446.8 million,
total consolidated borrowings of $281.6 million, total consolidated deposits of
$136.2 million, and total consolidated stockholders' equity of $25.0 million.
The Company was organized in March 1988 by certain principals of Smith
Breeden Associates, Inc. ("Smith Breeden") for the sole purpose of acquiring the
Bank. This investor group purchased the Bank with the intention of expanding the
Bank's mortgage originations, investment and retail operations and improving the
Bank's return on equity. The Company has contracted with Smith Breeden for the
provision of consulting services regarding, among other things, providing advice
on management of its investments and borrowings, the pricing of loans and
deposits, and the use of various financial instruments to reduce interest rate
risk. Certain directors of the Company and the Bank are principals or affiliates
of Smith Breeden.
The Company attempts to achieve attractive returns consistent with
prudent risk management by: (i) controlling interest rate risk by using interest
rate risk management contracts to match the interest rate sensitivity of its
assets to that of its liabilities; (ii) controlling credit risk by maintaining a
substantial portion of the Company's assets in mortgage-backed and related
securities and single-family residential loans; (iii) expanding its retail
banking locations and product offerings in order to build a strong retail
franchise; and (iv) the pursuit of acquisition opportunities when appropriate.
Highlights of the principal elements of the Company's business strategy
are as follows:
Control Interest Rate Risk. The Company attempts to manage its assets and
liabilities in order to maintain a portfolio which produces positive
returns in either an increasing or decreasing interest rate environment.
The Company has sought to control interest rate risk both internally
through the management of the composition of its assets and liabilities
and externally through the utilization of interest rate contracts.
Interest rate contracts are purchased with the intention of protecting
both the net interest income of the Bank and, along with mortgage-backed
derivative securities, the market value of the Bank's portfolio on a
mark-to-market basis.
Control Credit Risk. In order to limit the Company's credit exposure and
as part of its strategy to earn a positive interest rate spread, the
Company maintains a substantial portion of its assets in mortgage-backed
and related securities, which are primarily issued or guaranteed by U.S.
Government agencies or government sponsored enterprises, and
single-family residential loans. At June 30, 1997, the Company's
investment in mortgage-backed and related securities amounted to $311.6
million or 97.9% of the Company's securities portfolio (both held for
trading and available for sale) and 69.8% of the Company's total assets.
In addition, as of such date, the Company's investment in single-family
residential loans amounted to $91.1 million or 20.4% of total assets. See
"- Lending" and "- Investment Activities."
Increase Emphasis on Retail Banking. An integral part of the Company's
strategy is to increase the Bank's emphasis on retail products and
services. The Company's primary lending emphasis is on the origination
(both directly and through correspondents) of loans secured by first
liens on single-family (one-to-four units) residences. Originations of
such loans have increased from $18.9 million during fiscal 1995 to $41.6
million during fiscal 1996 and decreased slightly to $37.2 million during
fiscal 1997. See "- Lending Activities." In addition, the Company's
retail deposits (including transaction accounts and retail certificates
of deposit) have increased from $82.3 million or 71.4% of total deposits
at June 30, 1995 to $123.5 million or 90.7% of total deposits at June 30,
1997. See "- Sources of Funds Deposits." The Company believes that
single-family residential loan originations generally offer attractive
risk adjusted returns and, with respect to direct originations, allow the
Company to establish a relationship with the underlying borrower which
the Company can utilize to cross-sell additional products and services.
In addition, the Company believes that retail deposits are a
cost-effective source of funds, provide an additional source of fee
income, and also permit the further cross-selling of additional products
and services. Consequently, the Company expects to continue to focus on
increasing its retail deposit base and its portfolio of single-family
residential loans.
Asset Growth and Acquisitions. The Company has and will continue to
pursue a policy of utilizing its existing capital and infrastructure to
grow through the purchase of mortgage-backed and related securities and
the continued growth of the Bank's retail operations consistent with
Board mandated capital levels. The Company will also consider acquisition
opportunities when it perceives that they are advantageous to the Company
and its stockholders. There are currently no plans, arrangements,
understandings or agreements regarding any such acquisition
opportunities.
The Company, as a registered savings and loan holding company, is
subject to examination and regulation by the Office of Thrift Supervision
("OTS") and is subject to various reporting and other requirements of the
Securities and Exchange Commission ("SEC"). The Bank, as a federally chartered
savings bank, is subject to comprehensive regulation and examination by the OTS,
as its chartering authority and primary regulator, and by the Federal Deposit
Insurance Corporation ("FDIC"), which administers the Savings Association
Insurance Fund ("SAIF"), which insures the Bank's deposits to the maximum extent
permitted by law. The Bank is a member of the Federal Home Loan Bank ("FHLB") of
Indianapolis, which is one of the 12 regional banks which comprise the FHLB
System. The Bank is further subject to regulations of the Board of Governors of
the Federal Reserve System ("Federal Reserve Board") governing reserves required
to be maintained against deposits and certain other matters. See "- Supervision
and Regulation."
Investment Advisor
Smith Breeden is a money management and consulting firm involved in (i)
money management for separate accounts such as corporate, state and municipal
pensions, endowments and mutual funds, (ii) financial institution consulting and
investment advice, and (iii) equity investments. Smith Breeden specializes in
mortgage-backed and related securities, interest rate risk management, and the
application of option pricing to loans and investments. Smith Breeden currently
advises, or manages on a discretionary basis, assets totaling approximately $18
billion. The firm has acted as a consultant to banks, thrifts and governmental
agencies charged with the regulation of financial institutions and the
resolution of troubled thrifts.
Smith Breeden was co-founded in 1982 by Douglas T. Breeden and Gregory
Smith, who retired in 1988. Dr. Breeden is Chairman of the Board of the Company
and currently is a Research Professor of Finance at Duke University's Fuqua
School of Business. He previously served on the faculty at Massachusetts
Institute of Technology, the University of Chicago and Stanford University,
where he obtained his Ph.D. in Finance.
Since 1988, Smith Breeden and certain of its principals have been
involved in making equity investments in financial institutions in tandem with
the application of modern investment and interest rate risk management
techniques. Certain of the principals of Smith Breeden are investors in other
banks and thrift institutions.
Smith Breeden is based in Chapel Hill, North Carolina, and employs over
67 people in its main office and its offices in Overland Park, Kansas, Dallas,
Texas and Boulder, Colorado.
Lending Activities
General. At June 30, 1997, the Bank's net loan portfolio totaled $94.0
million, representing approximately 21.0% of the Company's $446.8 million of
total assets at that date. In addition to utilizing option-adjusted pricing
analysis in order to manage the Company's investment portfolio, the Company also
uses such analysis to price its loan originations and ascertain the net spread
expected to be earned with respect to the Bank's loan portfolio. The Bank's
primary focus with respect to its lending operations has historically been the
direct origination and servicing of single-family residential mortgage loans.
Since fiscal 1995, the Bank has also been active in originating whole
residential mortgage loans through correspondents which meet its pricing and
credit quality objectives. To a much lesser extent, the Bank originates
commercial real estate loans and consumer loans. Substantially all of the Bank's
loan portfolio consists of conventional loans, which are loans that are neither
insured by the Federal Housing Administration nor partially guaranteed by the
Department of Veterans Affairs.
The risks associated with mortgage lending are well-defined and
controllable. Credit risk is controlled through the adherence, with few
exceptions, to secondary market underwriting guidelines. A strong internal loan
review program monitors compliance with the Bank's underwriting standards, which
is reflected by the low level of non-performing assets. See - "Asset Quality -
Non-Performing Assets." Market risk is controlled by a disciplined approach to
pricing and by regular monitoring and hedging of the institution's overall
sensitivity to interest rate changes.
As a federally chartered savings institution, the Bank has general
authority to originate and purchase loans secured by real estate located
throughout the United States. Notwithstanding this nationwide lending authority,
the Company estimates that at June 30, 1997, approximately 88% of the loans in
the Bank's portfolio are secured by properties located or made to customers
residing in its primary market area, which consists of Wayne and Hamilton
counties in eastern and central Indiana and contiguous counties.
Although the Bank has historically originated loans with lesser dollar
balances than are permitted by federal regulations, current loans-to-one
borrower limitations may restrict its ability to do business with certain
customers. A savings institution generally may not make loans to any one
borrower and related entities in an amount which exceeds 15% of its unimpaired
capital and surplus, although loans in an amount equal to an additional 10% of
unimpaired capital and surplus may be made to a borrower if the loans are fully
secured by readily marketable securities. At June 30, 1997, the Bank's
regulatory limit on loans-to-one borrower was $4.0 million and its five largest
loans or groups of loans-to-one borrower, including related entities, aggregated
$578,000, $564,000, $395,000, $375,000 and $369,000. All five of the Bank's
largest loans or groups of loans are secured primarily by single-family
residential real estate located in its primary market area and were performing
in accordance with their terms at June 30, 1997.
Loan Portfolio Composition. The following table sets forth the composition of
the Bank's loan portfolio by type of loan at the dates indicated.
June 30,
---------------------------------------------------------------------------------------
1997 1996 1995
-------------------------- ----------------------------- ------------------------------
Amount Percent Amount Percent Amount Percent
------------ ----------- --------------- ------------ ----------------- -----------
(Dollars in Thousands)
Single-family residential (1) $91,140 97.2% $64,899 97.8% $35,998 96.1%
Commercial real estate (2) 258 0.3 441 0.7 711 1.9
------- ----- ------- ----- ------- -----
Total real estate loans 91,398 97.5 65,340 98.5 36,709 98.0
Consumer loans:
Deposit secured 252 0.2 267 0.4 255 0.7
Home improvement/equity 2,136 2.3 732 1.1 498 1.3
Other -- -- -- -- -- --
-------- ----- -------- ----- ------- -----
Total consumer loans 2,388 2.5 999 1.5 753 2.0
------- ----- ------- ----- ------- -----
Total loans 93,786 100.0% 66,339 100.0% 37,462 100.0%
===== ===== =====
Less:
Unamortized push-down
accounting adjustment (3) (136) (182) (350)
Unamortized discount on loans -- (7) (13)
Undisbursed funds (4) (9) (420) (43)
Deferred loan origination
(fees) costs 530 315 75
Allowance for loan losses (213) (120) (121)
------- ------- -------
Net loans $93,958 $65,925 $37,010
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June 30,
------------------------------------------------------
1994 1993
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Amount Percent Amount Percent
-------------- ---------- ------------- -----------
(Dollars in Thousands)
Single-family residential (1) $20,525 96.6% $16,696 96.0%
Commercial real estate (2) 349 1.6 456 2.6
------- ----- ------- -----
Total real estate loans 20,874 98.2 17,152 98.6
Consumer loans:
Deposit secured 150 0.7 88 0.5
Home improvement/equity 210 1.0 160 0.9
Other 17 0.1 3 --
------- ----- ------- -----
Total consumer loans 377 1.8 251 1.4
------- ----- ------- -----
Total loans 21,251 100.0% 17,403 100.0%
===== =====
Less:
Unamortized push-down
accounting adjustment (3) (419) (592)
Unamortized discount on loans (19) (21)
Undisbursed funds (4) (8) (7)
Deferred loan origination
(fees) costs (17) (7)
Allowance for loan losses (106) (156)
------- -------
Net loans $20,682 $16,620
======= =======
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(1) Includes single-family residential construction loans. At June 30, 1997,
the Bank's single-family residential loan portfolio included $151,000 of
single-family residential construction loans.
(2) Includes $258,000, $291,000, $321,000, $349,000 and $456,000 of mortgage
revenue bonds secured by commercial real estate at each of the respective
dates.
(3) Reflects the balance of the fair value adjustments made on the loan
portfolio as a result of the completion in September 1988 of the
Company's acquisition of the Bank, which acquisition was accounted for
under the purchase method of accounting.
(4) Includes undisbursed funds relating to single-family residential
construction loans.
Contractual Principal Repayments and Interest Rates. The following
table sets forth certain information at June 30, 1997 regarding the dollar
amount of loans maturing in the Bank's total loan portfolio, based on the
contractual terms to maturity, before giving effect to net items.
Due After Due After
Due in One One to Five Five or More
Year or Less Years Years Total
-------------------- ---------------- ------------------ ---------------
(In Thousands)
Single-family residential $ 195 $ 560 $ 90,385 $ 91,140
Commercial real estate -- -- 258 258
Consumer 226 228 1,934 2,388
----- ----- -------- --------
Total $ 421 $ 788 $ 92,577 $ 93,786
===== ===== ======== ========
The following table sets forth the dollar amount of all loans, before
net items, due after one year from June 30, 1997, which have fixed interest
rates or which have floating or adjustable interest rates.
Floating or
Fixed Rates Adjustable-Rates Total
------------------ ----------------------- -------------------
(In Thousands)
Single-family residential $ 56,567 $ 34,378 $ 90,945
Commercial real estate 258 -- 258
Consumer 957 1,205 2,162
-------- -------- --------
Total $ 57,782 $ 35,583 $ 93,365
======== ======== ========
Origination, Purchase and Sale of Loans. The lending activities of the
Bank are subject to the written, non-discriminatory underwriting standards and
loan origination procedures established by the Bank's Board of Directors and
management. Loan originations are obtained by a variety of sources, including
referrals from real estate brokers, builders, existing customers, walk-in
customers, loan officers and advertising. In its marketing, the Bank emphasizes
its community ties, customized personal service, competitive rates, and an
efficient underwriting and approval process. Loan applications are taken by
lending personnel, and the loan department supervises the obtainment of credit
reports, appraisals and other documentation involved with a loan. Property
valuations are performed by independent outside appraisers approved by the
Bank's Board of Directors. The Bank requires title, hazard and, to the extent
applicable, flood insurance on all security property.
Mortgage loan applications are reviewed by Bank employees who have
approval authority up to designated limits. All loans in excess of an
individual's designated limits are referred to the Bank's Loan Committee, which
has approval authority for all loans up to $1.0 million. Any loans exceeding
$1.0 million (of which, at June 30, 1997, there were none) must be approved by
the Board of Directors of the Bank. In addition, the Board of Directors of the
Bank ratifies all loans originated and purchased by the Bank.
The single-family residential loans originated by the Bank are
generally made on terms, conditions and documentation which permit the sale to
the Federal Home Loan Mortgage Corporation ("FHLMC"), the Federal National
Mortgage Association ("FNMA") and other institutional investors in the secondary
market. From fiscal 1991 to fiscal 1993, the Bank sold substantially all of its
fixed-rate single-family residential loans to FNMA in the secondary market as a
means of generating fee income as well as providing additional funds for
lending, investing and other purposes. Sales of loans were generally under terms
which did not provide any recourse to the Company by the purchaser in the event
of default on the loan by the borrower. With respect to such loan sales, the
Company generally retained responsibility for collecting and remitting loan
payments, inspecting the properties, making certain insurance and tax payments
on behalf of borrowers and otherwise servicing the loans it sold, and received a
fee for performing these services. At June 30, 1997, the Company was servicing
$4.7 million of loans for others.
During fiscal year 1994, the Bank initiated programs to increase its
portfolio of single-family residential loans and terminated its loan sale
program. In addition, during fiscal 1995, the Bank began originating
single-family residential loans through a correspondent mortgage banking company
headquartered in Indianapolis, Indiana. During fiscal 1997, the Bank expanded
its correspondent relationships with an additional mortgage banking company in
Indianapolis, Indiana and a company in Overland Park, Kansas. The Bank plans to
expand further its single-family residential loan portfolio through the use of
additional correspondent mortgage banking companies in the future.
The Bank requires that all loans originated through correspondents be
underwritten in accordance with its underwriting guidelines and standards. The
Bank reviews the loans for adherence to its underwriting standards prior to
acceptance from the correspondent. Such loans are obtained with servicing
released.
The following table sets forth the loan origination activity of the
Company during the periods indicated.
Year Ended June 30,
-------------------------------------------------------------------
1997 1996 1995
-------------------- ------------------- --------------------
(Dollars in Thousands)
Direct loan originations:
Single-family residential $12,615 $18,895 $ 9,082
Commercial real estate -- -- 1,387
Consumer 2,931 1,246 1,255
------- ------- -------
Total loans originated
directly 15,546 20,141 11,724
Originations by
correspondents (1) 24,545 22,721 9,830
------- ------- -------
Total loans originated 40,091 42,862 21,554
Loan principal reductions (12,233) (13,985) (5,343)
------- ------- -------
Net increase in loan portfolio $27,858 $28,877 $16,211
======= ======= =======
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(1) Consisted solely of single-family residential loans.
Single-Family Residential Real Estate Loans. Historically, savings
institutions such as the Bank have concentrated their lending activities on the
origination of loans secured primarily by first mortgage liens on existing
single-family residences. At June 30, 1997, $91.1 million or 97.2% of the Bank's
total loan portfolio consisted of single-family residential real estate loans,
substantially all of which are conventional loans.
The Bank offers fixed-rate single family residential loans with terms
of 10 to 30 years. Such loans are amortized on a monthly basis with principal
and interest due each month. Generally, the value of fixed-rate loans fluctuates
inversely with changes in interest rates. Consequently, if left unhedged,
long-term fixed-rate single-family residential loans would increase the Bank's
interest rate risk. However, the Bank believes that its sophisticated asset and
liability management techniques provide the Bank with a competitive advantage
and allow for the Bank to continue to offer fixed-rate residential mortgage
loans over a variety of interest rate scenarios.
Since the early 1980s, the Bank has also been offering adjustable-rate
single-family residential mortgage loans. Such loans generally have up to
30-year terms and an interest rate which adjusts after one, three or five years
in accordance with a designated index (the weekly average yield on U.S. Treasury
securities adjusted to a constant comparable maturity of one year, as made
available by the Federal Reserve Board). Such loans currently have a 2% cap on
the amount of any increase or decrease in the interest rate per year, and a 6%
limit on the amount by which the interest rate can increase or decrease over the
life of the loan. In addition, the Bank's adjustable-rate loans are currently
not convertible into fixed-rate loans and do not contain prepayment penalties.
Approximately 36.7% of the single-family residential loans in the Bank's loan
portfolio at June 30, 1997 had adjustable interest rates.
Adjustable-rate mortgage loans decrease but do not eliminate the risks
associated with changes in interest rates. Because periodic and lifetime caps
limit the interest rate adjustments, the value of adjustable-rate mortgage loans
also fluctuates inversely with changes in interest rates. In addition as
interest rates increase, the required payments by the borrower increase, thus
increasing the potential for default.
The demand for adjustable-rate loans in the Bank's primary market area
has been a function of several factors, including the level of interest rates,
the expectations of changes in the level of interest rates and the difference
between the interest rates and loan fees offered for fixed-rate loans and
adjustable-rate loans. The relative amount of fixed-rate and adjustable-rate
residential loans that can be originated at any time is largely determined by
the demand for each in a competitive environment.
Pursuant to underwriting guidelines adopted by the Board of Directors,
the Bank will generally lend up to 95% of the appraised value of the property
securing a single-family residential loan. However, the Bank generally obtains
private mortgage insurance on the principal amount that exceeds 80% of appraised
value of the security property.
Although the Bank does not emphasize the origination of residential
construction loans, in recent years the Bank has occasionally originated loans
in its primary market area to construct single-family residences. At June 30,
1997, the Bank had one construction loan amounting to $151,000 or 0.2% of the
Bank's total loan portfolio.
Commercial Real Estate Loans. At June 30, 1997, $258,000 or 0.3% of the
Bank's total loan portfolio consisted of loans secured by commercial real
estate. At June 30, 1997, the Bank's commercial real estate loan portfolio
included two mortgage revenue bonds secured by commercial buildings located
within the Company's primary market area.
Commercial real estate lending entails different and significant risks
when compared to single-family residential lending because such loans typically
involve large loan balances to single borrowers and because the payment
experience on such loans is typically dependent on the successful operation of
the project or the borrower's business. The Bank is considering expanding its
commercial lending business by recruiting or acquiring additional expertise to
expand the commercial lending operations. In the interim, the Bank intends to
continue to originate small commercial real estate loans on a case-by-case basis
that comply with its strict underwriting standards, including stringent
loan-to-value requirements and conservative debt coverage ratios.
Consumer Loans. The Bank is authorized to make loans for a wide variety
of personal or consumer purposes. The Bank has been originating consumer loans
in recent years in order to provide a wider range of financial services to its
customers and because such loans generally have higher interest spreads than
mortgage loans. The consumer loans offered by the Bank include home equity loans
and lines of credit, home improvement loans and deposit account secured loans.
At June 30, 1997, $2.4 million or 2.5% of the Bank's total loan portfolio
consisted of consumer loans.
Home equity loans and lines of credit are originated by the Bank for up
to 90% of the appraised value, less the amount of any existing prior liens on
the property. The Bank also offers home improvement loans in amounts up to 95%
of the appraised value, less the amount of any existing prior liens on the
property, provided the loan is guaranteed by an approved insurer. Home equity
loans and home improvement loans have a maximum term of twenty years and carry
fixed interest rates. Home equity lines of credit have a maximum repayment term
of 10 years, a five-year term with respect to draws, and carry interest rates
which adjust monthly in accordance with a designated prime rate. The Bank will
secure each of these types of loans with a mortgage on the property (generally a
second mortgage) and will originate the loan even if another institution holds
the first mortgage. At June 30, 1997, home equity loans and lines of credit and
home improvement loans totaled $2.1 million or 89.4% of the Bank's total
consumer loan portfolio.
The Bank currently offers loans secured by deposit accounts, which
amounted to $252,000 or 10.6% of the Bank's total consumer loan portfolio at
June 30, 1997. Such loans are originated for up to 95% of the deposit account
balance, with a hold placed on the account restricting the withdrawal of the
account balance.
Consumer loans generally have shorter terms and higher interest rates
than mortgage loans but generally involve more credit risk than mortgage loans
because of the type and nature of the collateral. In addition, consumer lending
collections are dependent on the borrower's continuing financial stability, and
thus are more likely to be adversely affected by job loss, divorce, illness and
personal bankruptcy. The Bank believes that the generally higher yields earned
on consumer loans compensate for the increased credit risk associated with such
loans, and the Company intends to continue to offer consumer loans in order to
provide a full range of services to its customers.
Asset Quality
Loan Delinquencies. When a borrower fails to make a required payment on
a loan, the Bank attempts to cure the deficiency by contacting the borrower and
seeking payment. Contacts are generally made following the fifteenth day after a
payment is due, at which time a late payment is assessed. In most cases,
deficiencies are cured promptly. If a delinquency extends beyond 15 days, the
loan and payment history is reviewed and efforts are made to collect the loan.
While the Bank generally prefers to work with borrowers to resolve such
problems, when the account becomes 90 days delinquent, the Bank does institute
foreclosure or other proceedings, as necessary, to minimize any potential loss.
Non-Performing Assets. All loans are reviewed on a regular basis and
are placed on non-accrual status when, in the opinion of management, the
probability of collection of additional interest is deemed insufficient to
warrant further accrual. As a matter of policy, the Bank does not accrue
interest on loans past due 90 days or more except when the estimated value of
the collateral and collection efforts are deemed sufficient to ensure full
recovery. The Bank provides an allowance for the loss of uncollected interest on
all non-accrual loans. Impaired loans covered under Statement of Financial
Accounting Standards ("SFAS") No. 114 and No. 118 are defined by the Company to
consist of non-accrual commercial loans which have not been collectively
evaluated for impairment. The allowance is established by a charge to interest
income equal to all interest previously accrued, and income is subsequently
recognized only to the extent that cash payments are received until, in
management's judgment, the borrower's ability to make periodic interest and
principal payments returns to normal, in which case the loan is returned to
accrual status.
Real estate acquired through foreclosure is carried at the lower of the
loan's unpaid principal balance (cost) or fair value less estimated selling
expenses at the date of transfer. A loan charge-off is recorded for any
writedown in the loan's carrying value to fair value at the date of transfer.
Real estate loss provisions are recorded if the properties' fair value
subsequently declines below the value determined at the recording date. In
determining the lower of cost or fair value at acquisition, costs relating to
development and improvement of property are considered. Costs relating to
holding real estate acquired through foreclosure, net of rental income, are
charged against earnings as incurred.
The following table sets forth the amounts and categories of the Bank's
non-performing assets at the dates indicated. The Bank did not have any troubled
debt restructuring at any of the periods presented.
June 30,
-------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
(Dollars in Thousands)
Non-accruing loans:
Single-family residential $ 336 $ 261 $ 350 $ 559 $449
Commercial real estate -- -- -- -- 50
------ ------ ------ ------ ----
Total non-accruing loans 336 261 350 559 499
Accruing loans greater than
90 days delinquent -- -- -- -- --
------ ------ ------ ------ ----
Total non-performing loans 336 261 350 559 499
Real estate owned -- -- -- -- 26
Other non-performing assets (1) 789 1,088 1,415 2,282 --
------ ------ ------ ------ ----
Total non-performing assets $1,125 $1,349 $1,765 $2,841 $525
====== ====== ====== ====== ====
Total non-performing loans as a
percentage of total loans 0.36% 0.40% 0.95% 2.70% 3.00%
==== ==== ==== ==== ====
Total non-performing assets as a
percentage of total assets 0.25% 0.32% 0.59% 1.34% 0.24%
==== ==== ==== ==== ====
- -------------------------------------
(1) Consists of a non-agency participation certificate. See "- Classified
Assets."
The interest income that would have been recorded during the years
ended June 30, 1997, 1996, 1995, 1994 and 1993 if the Bank's non-accrual loans
at the end of such periods had been current in accordance with their terms
during such periods was $6,000, $6,000, $13,000, $26,000 and $46,000,
respectively.
Classified Assets. Federal regulations require that each insured
savings institution classify its assets on a regular basis. In addition, in
connection with examinations of insured institutions, federal examiners have
authority to identify problem assets and, if appropriate, classify them. There
are three classifications for problem assets: "substandard," "doubtful" and
"loss." Substandard assets have one or more defined weaknesses and are
characterized by the distinct possibility that the insured institution will
sustain some loss if the deficiencies are not corrected. Doubtful assets have
the weaknesses of substandard assets with the additional characteristic that the
weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a high
possibility of loss. An asset classified loss is considered uncollectible and of
such little value that continuance as an asset of the institution is not
warranted. Another category designated "special mention" also must be
established and maintained for assets which do not currently expose an insured
institution to a sufficient degree of risk to warrant classification as
substandard, doubtful or loss. Assets classified as substandard or doubtful
require the institution to establish general allowances for loan losses. If an
asset or portion thereof is classified loss, the insured institution must either
establish specific allowances for loan losses in the amount of 100% of the
portion of the asset classified loss, or charge-off such amount. General loss
allowances established to cover possible losses related to assets classified
substandard or doubtful may be included in determining an institution's
regulatory capital, while specific valuation allowances for loan losses do not
qualify as regulatory capital.
The Bank's classified assets at June 30, 1997 consisted of $1.0 million
of assets classified as substandard (including $217,000 of loans and $789,000 of
securities) and no loans classified as doubtful. In addition, at June 30, 1997,
$513,000 of the Bank's loans were designated special mention.
The $789,000 of securities classified as substandard at June 30, 1997
relates to a single non-agency participation certificate which was purchased by
the Bank during fiscal 1991. The security was issued by a savings institution
located in Huntington Beach, California and the underlying mortgages consist of
six-month adjustable-rate notes (priced off of LIBOR) which are secured by
single-family properties located in southern California. As of June 30, 1997,
approximately 33.0% of the underlying mortgages were at least 30 days past due
and/or in foreclosure or already foreclosed upon by the servicer. The security
was structured into both senior and subordinate classes and the Bank owns only
senior classes. As of June 30, 1997, the pool had cumulative realized losses of
$21.4 million which were initially absorbed by certain credit supports and
subsequently absorbed by subordinate certificate holders. Currently, senior
certificate holders (such as the Bank) are having to absorb the losses. The
credit supports, which totaled $11.0 million at the date of issuance, had been
depleted as of June 30, 1997. The security is currently held in the Bank's
available for sale portfolio and its $789,000 carrying value at June 30, 1997
reflects $76,000 of net unrealized losses as of such date as well as $414,000
and $253,000 of write-downs with respect to such security which were recognized
by the Bank during fiscal 1995 and 1994, respectively.
Allowance for Loan Losses. It is management's policy to maintain an
allowance for estimated losses on loans based upon the estimated net realizable
value of the underlying collateral, general economic conditions, particularly as
they relate to the Bank's market area, historical loss experience, and other
factors related to the collectibility of the loan portfolio. Although management
believes that it uses the best information available to make such
determinations, future adjustments to the allowance may be necessary, and net
income could be significantly affected, if circumstances differ substantially
from the assumptions used in making the initial determinations.
Effective December 21, 1993, the OTS, in conjunction with the Office of
the Comptroller of the Currency, the FDIC and the Federal Reserve Board, issued
an Interagency Policy Statement on the Allowance for Loan and Lease Losses
("Policy Statement"). The Policy Statement includes guidance (i) on the
responsibilities of management for the assessment and establishment of an
adequate allowance and (ii) for the agencies' examiners to use in evaluating the
adequacy of such allowance and the policies utilized to determine such
allowance. The Policy Statement also sets forth quantitative measures for the
allowance with respect to assets classified substandard and doubtful and with
respect to the remaining portion of an institution's loan portfolio.
Specifically, the Policy Statement sets forth the following quantitative
measures which examiners may use to determine the reasonableness of an
allowance: (i) 50% of the portfolio that is classified doubtful; (ii) 15% of the
portfolio that is classified substandard and (iii) for the portions of the
portfolio that have not been classified (including loans designated special
mention), estimating credit losses over the upcoming twelve months based on
facts and circumstances available on the evaluation date. While the Policy
Statement sets forth this quantitative measure, such guidance is not intended as
a "floor" or "ceiling."
The following table sets forth an analysis of the Bank's allowance for
loan losses during the periods indicated.
Year Ended June 30,
----------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- ------------ ------------ -------------- --------------
(Dollars in Thousands)
Total loans outstanding, net $93,958 $65,925 $37,010 $20,682 $16,620
======= ======= ======= ======= =======
Average loans outstanding, net $78,545 $52,399 $25,467 $19,369 $19,437
======= ======= ======= ======= =======
Balance at beginning of period $ 120 $ 121 $ 106 $ 156 $ 99
Charge-offs:
Single-family residential -- -- -- 2 --
Commercial real estate (1) -- -- -- 45 --
Consumer -- -- -- -- 10
------- ------- ------- ------- -------
Total charge-offs -- -- -- 47 10
Recoveries:
Single-family residential 1 -- -- -- --
Consumer -- -- -- -- 1
------- ------- ------- ------- -------
Total recoveries 1 -- -- -- 1
------- ------- ------- ------- -------
Net charge-offs (1) -- -- 47 9
Provision (recovery) for loan 92 (1) 15 (3) 66
------- ------- ------- ------- -------
losses
Balance at end of period $ 213 $ 120 $ 121 $ 106 $ 156
======= ======= ======= ======= =======
Allowance for loan losses as a
percent of total loans
outstanding 0.2% 0.2% 0.3% 0.5% 0.9%
======= ======= ======= ======= =======
Ratio of net charge-offs to
average loans outstanding --% --% --% 0.2% --%
======= ======= ======= ======= =======
- ----------------------------------
(1) The $45,000 charge-off during fiscal 1994 related to a mortgage revenue
bond secured by commercial real estate.
The Bank established provisions (recoveries) for loan losses of
$92,000, $(1,000), $15,000, $(3,000) and $66,000 during the years ended June 30,
1997, 1996, 1995, 1994 and 1993 respectively. During such periods, loan
charge-offs (net of recoveries) amounted to $(1,000), $0, $0, $47,000 and
$9,000, respectively. The increases in the provision for loan losses during the
periods presented were due to substantial growth in the Company's mortgage loan
portfolio.
The following table sets forth information concerning the allocation of
the Bank's allowance for loan losses by loan categories at the dates indicated.
June 30,
------------------------------------------------------------------------------------------
1997 1996 1995
---------------------------- ----------------------------- ----------------------------
Percent of Percent of Percent of
Loans in Loans in Each Loans in
Each Category to Each
Amount Category to Amount Total Loans Amount Category to
Total Loans Total Loans
------------- -------------- ------------ --------------- ------------- -------------
(Dollars in Thousands)
Single-family residential $ 188 97.2% $ 95 97.8% $ 96 96.1%
loans
Commercial real estate 10 0.3 10 0.7 10 1.9
loans(1)
Consumer loans 15 2.5 15 1.5 15 2.0
----- ----- ----- ----- ----- -----
Total $ 213 100.0% $ 120 100.0% $ 121 100.0%
===== ===== ===== ===== ===== =====
June 30,
--------------------------------------------------------------
1994 1993
------------------------------ ------------------------------
Percent of Percent of
Loans in Loans in
Each Each
Amount Category to Amount Category to
Total Loans Total Loans
------------- -------------- ------------- --------------
(Dollars in Thousands)
Single-family residential $ 91 96.6% $ 96 96.0%
loans
Commercial real estate -- 1.6 45 2.6
loans(1)
Consumer loans 15 1.8 15 1.4
----- ----- ----- -----
Total $ 106 100.0% $ 156 100.0%
===== ===== ===== =====
- ---------------------------
(1) Includes mortgage revenue bonds.
Investment Activities
General. The Company's securities portfolio is managed by investment
officers in accordance with a comprehensive written investment policy which
addresses strategies, types and levels of allowable investments and which is
reviewed and approved by the Bank's Board of Directors on an annual basis. The
management of the securities portfolio is set in accordance with the direction
of the Bank's Investment Committee. In addition, the Bank has entered into an
agreement with Smith Breeden whereby Smith Breeden has been appointed as
investment advisor with respect to the management of the Bank's securities
portfolio. With the assistance of Smith Breeden, the Bank's Chief Executive
Officer and Chief Investment Officer execute various transactions with respect
to the portfolio and are responsible for informing the Investment Committee of
the types of investments available, the status and performance of the portfolio
and current market conditions. The investment officers are authorized to:
purchase or sell any securities as well as commitments to hedge eligible
investments; purchase or sell eligible investments under repurchase or reverse
repurchase agreements; execute hedging strategies approved by the Investment
Committee; pledge securities owned as collateral for public agency deposits or
repurchase accounts or agreements; and lend securities to approved dealers in
government securities or approved commercial banks. Any one investment officer
has the authority to purchase or sell securities up to $5.0 million in any one
transaction and acting together, two members of the Investment Committee have
authority to purchase or sell securities up to $10.0 million in any one
transaction. For purchases or sales greater than $10.0 million, the prior
approval of a majority of the Investment Committee is required. Investment
officers are also authorized to invest excess liquidity in approved liquid
investment vehicles. In addition, both the Investment Committee and the Board of
Directors of the Bank ratify all securities purchased and sold by the Bank.
The Company invests in a portfolio of mortgage-backed securities,
mortgage-backed derivative securities, interest rate risk management contracts,
equity securities and municipal bonds. In selecting securities for its
portfolio, the Company employs option-adjusted pricing analysis with the
assistance of Smith Breeden in order to ascertain the net risk-adjusted spread
expected to be earned with respect to the various investment alternatives. The
nature of this analysis is to quantify the costs embedded in the yield of an
investment, such as the duration matched funding cost, the costs of the options
embedded in the investment's cash flows (such as a borrower's ability to prepay
a mortgage), credit costs, if any, and servicing costs. The objective of the
Company's investment management process is to select investments with the
greatest net spreads and actively manage the underlying risks of these
investments.
The Company actively manages its securities portfolio in order to
enhance net interest and other income on a risk-adjusted basis. As a result, the
Company continuously monitors the net risk-adjusted spreads of its investments
and compares them with the spreads available with respect to other securities in
the market. Accordingly, as market conditions fluctuate (e.g., as risk-adjusted
spreads narrow), the Company will sell individual securities prior to their
maturity and reinvest the proceeds into new investments which generally carry
wider risk-adjusted spreads. The Company's securities portfolio also contains
various interest rate risk management contracts (such as interest rate swaps,
collars, caps, floors, options and futures) which are primarily utilized to
hedge the Company's interest rate exposure in the trading portfolio and which
require active management in order to respond to changing market conditions.
In recognition of the Company's business strategy of actively managing
its securities portfolio, during fiscal 1994, the Company reclassified
substantially all of its securities as held for trading. Pursuant to SFAS No.
115, securities classified as trading securities are reported at fair value with
unrealized gains and losses included in earnings, and securities classified as
available for sale are similarly reported at fair value, but with unrealized
gains and losses excluded from earnings and instead reported as a separate
component of stockholders' equity.
Mortgage-Backed and Related Securities. At June 30, 1997, the Company's
mortgage-backed and related securities portfolio (including $28.5 million of
mortgage-backed derivative securities) amounted to $311.6 million or 97.9% of
the Company's securities portfolio (both held for trading and available for
sale) and 69.8% of the Company's total assets. By investing in mortgage-backed
and related securities, management seeks to achieve a targeted option-adjusted
spread over applicable funding costs.
The Company invests in mortgage-backed and related securities,
including mortgage participation certificates, which are insured or guaranteed
by U.S. Government agencies and government sponsored enterprises, and CMOs and
real estate mortgage investment conduits ("REMICs"). Mortgage-backed securities
(which also are known as mortgage participation certificates or pass-through
certificates) represent a participation interest in a pool of single-family or
multi-family mortgages, the principal and interest payments on which are passed
from the mortgage originators, through intermediaries (generally U.S. Government
agencies and government sponsored enterprises) that pool and repackage the
participation interests in the form of securities, to investors such as the
Company. Such U.S. Government agencies and government sponsored enterprises,
which guarantee the payment of principal and interest to investors, primarily
include the FHLMC, the FNMA and the Government National Mortgage Association
("GNMA").
Mortgage-backed securities typically are issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a range and have varying maturities. The
characteristics of the underlying pool of mortgages, (i.e., fixed-rate or
adjustable-rate) as well as prepayment risk, are passed on to the certificate
holder. The term of a mortgage-backed pass-through security thus approximates
the term of the underlying mortgages.
The Company's mortgage-backed derivative securities include CMOs, which
include securities issued by entities which have qualified under the Internal
Revenue Code as REMICs. CMOs and REMICs (collectively CMOs) have been developed
in response to investor concerns regarding the uncertainty of cash flows
associated with the prepayment option of the underlying mortgagor and are
typically issued by governmental agencies, government sponsored enterprises and
special purpose entities, such as trusts, corporations or partnerships,
established by financial institutions or other similar institutions. A CMO can
be collateralized by loans or securities which are insured or guaranteed by
FNMA, FHLMC or GNMA. In contrast to pass-through mortgage-backed securities, in
which cash flow is received pro rata by all security holders, the cash flow from
the mortgages underlying a CMO is segmented and paid in accordance with a
predetermined priority to investors holding various CMO classes. By allocating
the principal and interest cash flows from the underlying collateral among the
separate CMO classes, different classes of bonds are created, each with its own
stated maturity, estimated average life, coupon rate and prepayment
characteristics.
The Company's mortgage-backed derivative securities also include
mortgage-backed residuals and interest-only and principal-only strips.
Mortgage-backed residuals consist of certificates of particular tranches of a
CMO whereby the principal repayments and prepayments with respect to the
underlying pool of loans are generally not allocated to the residual until all
other certificates or tranches have been fully paid and retired. Interest-only
strips are a particular class of mortgage-backed derivative security which
receives and pays only interest with respect to the underlying pool of loans,
while principal-only strips receive and pay only principal repayments and
prepayments. As a result of the foregoing, mortgage-backed derivative securities
often exhibit elasticity and convexity characteristics (i.e., respond
differently to changes in interest rates) which the Company can utilize to
internally hedge other components of the Company's portfolio of assets against
interest rate risk.
The OTS has issued a statement of policy which states, among other
things, that mortgage derivative products (including CMOs and CMO residuals and
stripped mortgage-backed securities such as interest-only and principal-only
strips) which possess average life or price volatility in excess of a benchmark
fixed-rate 30-year mortgage-backed security are "high risk mortgage securities,"
and must be carried in the institution's trading account or as assets held for
sale, and therefore marked to market on a regular basis. At June 30, 1997, $25.0
million or 8.0% of the securities held in the Company's portfolio consisted of
such "high risk mortgage securities," as defined in such policy statement.
However, the Bank is in compliance with this OTS policy statement since all of
such securities are held in the Company's trading account and marked to market
on a regular basis in accordance with generally accepted accounting principles.
Like most fixed-income securities, mortgage-backed and related
securities are subject to interest rate risk. However, unlike most fixed-income
securities, the mortgage loans underlying a mortgage-backed or related security
generally may be prepaid at any time without penalty. The ability to prepay a
mortgage loan generally results in significantly increased price and yield
volatility (with respect to mortgage-backed and related securities) than is the
case with non-callable fixed-income securities. Furthermore, mortgage-backed
derivative securities often are more sensitive to changes in interest rates and
prepayments than traditional mortgage-backed securities and are, therefore, even
more volatile. Nevertheless, the Company attempts to hedge against both interest
rate and prepayment risk.
Although mortgage-backed and related securities often carry lower
yields than traditional mortgage loans, such securities generally increase the
quality of the Company's assets by virtue of the securities' underlying
insurance or guarantees, are more liquid than individual mortgage loans (which
enhances the Company's ability to actively manage its portfolio) and may be used
to collateralize borrowings or other obligations of the Company. At June 30,
1997, $257.8 million or 81.0% of the Company's mortgage-backed and related
securities were pledged to secure various obligations of the Company (such as
reverse repurchase agreements and interest rate swaps). In addition, as a result
of the Company maintaining a substantial portion of its assets in
mortgage-backed and related securities, the Company has been able to maintain a
relatively low level of operating expenses. Furthermore, mortgage-backed
derivative securities are often utilized by the Company to internally hedge its
interest rate exposure and can be attractive alternatives to other hedge
vehicles when their option-adjusted spreads are abnormally wide.
The following table sets forth information relating to the amortized
cost and market value of the Company's securities held for trading and
securities available for sale portfolios.
June 30,
----------------------------------------------------------------------------------
1997 1996 1995
----------------------- ----------------------- ------------------------
Amortized Market Amortized Market Amortized Market
Cost Value Cost Value Cost Value
--------- --------- --------- --------- --------- ---------
(In Thousands)
Securities held for trading:
FHLMC participation ....................... $ 41,194 $ 41,516 $ 83,329 $ 83,384 $ 54,685 $ 55,247
certificates
FNMA participation ........................ 68,800 69,355 66,182 65,997 68,286 69,201
certificates
GNMA participation ........................ 165,894 168,102 153,048 154,240 90,408 91,751
certificates
Non-agency participation
certificates ............................ 2,545 2,502 3,209 3,154 3,893 3,918
--------- --------- --------- --------- --------- ---------
Total mortgage-backed ................... 278,433 281,475 305,768 306,775 217,272 220,117
securities
Collateralized mortgage ................... 25,789 26,032 6,131 6,379 12,910 13,022
obligations
Residuals ................................. 508 1,036 707 778 4,470 4,364
Interest-only strips ...................... 2,028 1,449 3,442 2,792 4,570 2,998
Principal only strips ..................... 821 860 1,028 1,010 781 803
--------- --------- --------- --------- --------- ---------
Total mortgage-backed
derivative securities ................. 29,146 29,377 11,308 10,959 22,731 21,187
Interest rate swaps ....................... -- 581 -- 620 -- (219)
Interest rate collar ...................... 50 (8) 83 (8) 155 (71)
Interest rate caps ........................ 3,025 1,545 3,692 3,074 2,297 1,995
Interest rate floors ...................... 3,916 3,541 2,535 2,970 1,544 3,409
Options ................................... 78 24 54 65 266 200
Futures ................................... -- 356 -- (784) -- (134)
--------- --------- --------- --------- --------- ---------
Total interest rate ..................... 7,069 6,039 6,364 5,937 4,262 5,180
contracts
Equity securities ......................... 305 464 496 550 223 249
--------- --------- --------- --------- --------- ---------
Total securities held for
trading ............................... $ 314,953 $ 317,355 $ 323,936 $ 324,221 $ 244,488 $ 246,733
========= ========= ========= ========= ========= =========
Securities available for sale:
Non-agency participation
certificates ............................ $ 866 $ 790 $ 1,141 $ 1,088 $ 1,426 $ 1,415
--------- --------- --------- --------- --------- ---------
Total mortgage-backed
securities ............................ 866 790 1,141 1,088 1,426 1,415
Municipal bonds ........................... 317 335 921 962 1,017 1,126
--------- --------- --------- --------- --------- ---------
Total securities available
for sale .............................. $ 1,183 $ 1,125 $ 2,062 $ 2,050 $ 2,443 $ 2,541
========= ========= ========= ========= ========= =========
The following table sets forth the market value of the Company's securities
activities (both held for trading and available for sale) for the periods
indicated:
At or For the Years
Ended June 30,
-----------------------------------
1997 1996 1995
--------- --------- ---------
(In Thousands)
Beginning balance ....................... $ 321,897 $ 249,274 $ 174,347
Mortgage-backed securities
purchased - held for trading ........ 890,623 385,542 497,660
Collateralized mortgage obligations
purchased - held for trading ........ 19,823 -- 7,093
Mortgage-backed derivative
securities purchased -
held for trading..................... -- 495 2,741
Interest rate contracts purchased -
held for trading .................... 3,320 4,161 1,935
Equity securities purchased -
held for trading .................... -- 545 880
--------- --------- ---------
Total securities purchased .......... 913,766 390,743 510,309
Less:
Sale of mortgage-backed securities -
held for trading .................... 887,468 276,482 394,924
Sale of collateralized mortgage
obligations - held for trading ...... -- 7,798 17,321
Sale of mortgage-backed derivative
securities - held for trading ....... 625 3,642 6,933
Sale of interest rate contracts -
held for trading .................... 132 1,973 (1,450)
Sale of equity securities -
held for trading .................... 204 314 1,081
--------- --------- ---------
Total securities sold ............... 888,429 290,209 418,809
Less proceeds from maturities of
securities ............................ 27,277 25,829 16,372
Realized gain (loss) on sale of
securities held for trading ........... (1,623) 1,834 66
Unrealized gain (loss) on securities
held for trading ...................... 2,117 (1,960) 1,535
Change in net unrealized gain (loss)
on securities available for sale....... (46) (69) 97
Amortization of premium ................. (1,925) (1,887) (1,485)
Permanent impairment of securities
available for sale .................... -- -- (414)
--------- --------- ---------
Ending balance .......................... $ 318,480 $ 321,897 $ 249,274
========= ========= =========
At June 30, 1997, the contractual maturity of substantially all of the
Company's mortgage-backed or related securities was in excess of ten years. The
actual maturity of a mortgage-backed or related security is usually less than
its stated maturity due to prepayments of the underlying mortgages. Prepayments
that are faster than anticipated may shorten the life of the security and affect
its yield to maturity. The yield to maturity is based upon the interest income
and the amortization of any premium or discount related to the security. In
accordance with generally accepted accounting principles, premiums and discounts
are amortized over the estimated lives of the loans, which decrease and increase
interest income, respectively. The prepayment assumptions used to determine the
amortization period for premiums and discounts can significantly affect the
yield of the mortgage-backed or related security, and these assumptions are
reviewed periodically to reflect actual prepayments. Although prepayments of
underlying mortgages depend on many factors, including the type of mortgages,
the coupon rate, the age of mortgages, the geographical location of the
underlying real estate collateralizing the mortgages and general levels of
market interest rates, the difference between the interest rates on the
underlying mortgages and the prevailing mortgage interest rates generally is the
most significant determinant of the rate of prepayments. During periods of
falling mortgage interest rates, if the coupon rate of the underlying mortgages
exceeds the prevailing market interest rates offered for mortgage loans,
refinancing generally increases and accelerates the prepayment of the underlying
mortgages and the related security. At June 30, 1997, of the $311.6 million of
mortgage-backed and related securities held by the Company, an aggregate of
$97.6 million were secured by fixed-rate mortgage loans and an aggregate of
$214.0 million were secured by adjustable-rate mortgage loans.
Other Securities. Other securities owned by the Company at June 30,
1997 include various interest rate risk management contracts, including interest
rate swaps, collars, caps, floors, options and futures, equity securities and
municipal bonds. At June 30, 1997, the carrying value of the Company's interest
rate contracts, equity securities and municipal bonds amounted to $6.0 million,
$464,000 and $335,000, respectively. The municipal bonds held by the Company at
June 30, 1997 were scheduled to mature between three and four years. See Note 2
to the Notes to Consolidated Financial Statements.
Sources of Funds
General. The Company will consider various sources of funds to fund its
investing and lending activities and evaluates the available sources of funds in
order to reduce the Company's overall funding costs. Deposits, reverse
repurchase agreements, advances from the FHLB of Indianapolis, notes payable,
and sales, maturities and principal repayments on loans and securities have been
the major sources of funds for use in the Company's lending and investing
activities, and for other general business purposes. Management of the Company
closely monitors rates and terms of competing sources of funds on a daily basis
and utilizes the source which it believes to be cost effective.
Deposits. The Bank attempts to price its deposits in order to promote
deposit growth and offers a wide array of deposit products in order to satisfy
its customers' needs. The Bank's current deposit products include statement
savings accounts, negotiable order of withdrawal ("NOW") and checking accounts,
money market deposit accounts, fixed-rate, fixed-maturity retail certificates of
deposit ranging in terms from seven days to 10 years, individual retirement
accounts, and non-retail certificates of deposit consisting of jumbo (generally
greater than $95,000) certificates, inverse variable-rate certificates and
brokered certificates of deposit.
The Bank's retail deposits are generally obtained from residents in its
primary market area. The principal methods currently used by the Bank to attract
deposit accounts include offering a wide variety of value-added products and
services and competitive interest rates. The Bank utilizes traditional marketing
methods to attract new customers and savings deposits, including various forms
of advertising. Management estimates that as of June 30, 1997, non-retail
deposit accounts totaled $12.7 million or 9.3% of the Bank's total deposits.
These non-retail deposits consist largely of jumbo certificates of deposit,
inverse variable-rate certificates (which are obtained through brokers) and
brokered deposits. The Bank's jumbo certificates of deposit and other deposits
are also obtained through the posting of deposit rates on national computerized
bulletin boards at no cost to the Bank. The Bank's inverse variable-rate
certificates carry rates which fluctuate inversely with respect to market rates
of interest. For example, if market rates of interest increase, the rates on the
inverse variable-rate certificates would decrease, while if market rates of
interest decrease, the rates on the inverse variable-rate certificates would
increase. As a result, the Bank would generally be paying a higher rate on such
certificates during a declining interest rate environment. The Bank offers
inverse variable-rate certificates when they represent a lower cost source of
funds.
The following table shows the distribution of and certain other
information relating to the Bank's deposits by type as of the dates indicated.
June 30,
---------------------------------------------------------------------------------
1997 1996 1995
-------------------------- ------------------------- --------------------------
Percent Percent Percent of
Amount of Deposits Amount of Deposits Amount Deposits
------------ ------------ ------------ ------------ ------------ -------------
(Dollars in Thousands)
Transaction accounts:
NOW and checking $ 4,778 3.5% $ 4,529 3.4% $ 3,266 2.8%
Savings accounts 20,523 15.1 17,342 12.8 15,183 13.2
Money market deposit accounts 1,930 1.4 1,576 1.2 1,976 1.7
-------- ----- -------- ----- -------- -----
Total transaction 27,231 20.0 23,447 17.4 20,425 17.7
-------- ----- -------- ----- -------- -----
accounts
Certificates of deposit:
Within 1 year 74,586 54.8 75,343 55.7 57,304 49.8
1-2 years 19,437 14.3 19,890 14.7 17,890 15.5
2-3 years 7,486 5.5 8,093 6.0 6,844 5.9
3-4 years 1,845 1.3 2,636 2.0 5,352 4.6
Over 4 years 5,590 4.1 5,734 4.2 7,497 6.5
-------- ----- -------- ----- -------- -----
Total certificate accounts 108,944 80.0 111,696 82.6 94,887 82.3
-------- ----- -------- ----- -------- -----
Total deposits $136,175 100.0% $135,143 100.0% $115,312 100.0%
======== ===== ======== ===== ======== =====
The following table shows the distribution of and certain other
information relating to the Bank's certificates of deposit as of the dates
indicated.
June 30,
---------------------------------------------------------------------------------
1997 1996 1995
-------------------------- ------------------------- --------------------------
Percent Percent Percent of
Amount of Deposits Amount of Deposits Amount Deposits
------------ ------------ ------------ ------------ ------------ -------------
(Dollars in Thousands)
Total retail certificates $ 96,946 71.2% $ 89,462 66.2% $ 62,465 54.1%
-------- ---- -------- ---- -------- ----
Non-retail certificates:
Jumbo certificates 2,420 1.8 6,041 4.4 9,963 8.6
Inverse variable-rate
certificates 6,218 4.6 8,423 6.2 9,993 8.7
Non-brokered out-of-state
deposits 3,064 2.2 7,276 5.4 11,476 10.0
Brokered deposits 296 0.2 494 0.4 990 0.9
-------- ---- -------- ---- -------- ----
Total non-retail
certificates (1) 11,998 8.8 22,234 16.4 32,422 28.2
-------- ---- -------- ---- -------- ----
Total certificates of
deposit $108,944 80.0% $111,696 82.6% $ 94,887 82.3%
======== ==== ======== ==== ======== ====
- -------------------------------
(1) Of the Company's $12.0 million of non-retail certificates as of June
30, 1997, $1.9 million was scheduled to mature in six months or less,
$2.2 million was scheduled to mature in 7-12 months, $3.7 million was
scheduled to mature in 13-36 months and $4.2 million was scheduled to
mature in over 36 months.
The following table presents the average balance of each deposit type
and the average rate paid on each deposit type for the periods indicated.
Year Ended June 30,
-----------------------------------------------------------------------------------
1997 1996 1995
------------------------- --------------------------- ---------------------------
Average Average Average Average Average Average
Balance Rate Paid Balance Rate Paid Balance Rate Paid
------------ ------------ -------------- ------------ ------------ -------------
(Dollars in Thousands)
NOW and checking accounts $ 4,697 2.6% $ 3,813 2.9% $ 3,352 2.8%
Savings accounts 20,463 4.1 15,922 3.9 16,068 3.5
Money market deposit
accounts 1,886 4.4 1,777 4.3 2,147 4.1
Certificates of deposit 109,756 5.9 103,981 6.1 99,443 5.9
-------- --- -------- --- -------- ---
Total deposits $136,802 5.5% $125,493 5.7% $121,010 5.5%
======== === ======== === ======== ===
The following table sets forth the deposit account activities of the
Bank during the periods indicated.
Year Ended June 30,
1997 1996 1995
--------- --------- ---------
(In Thousands)
Deposits ............................ $ 208,032 $ 213,601 $ 184,399
Withdrawals ......................... 212,517 197,550 182,443
--------- --------- ---------
Net increase (decrease) before
interest credited .............. (4,485) 16,051 1,956
Interest credited ................... 5,517 3,780 5,056
--------- --------- ---------
Net increase in deposits ............ $ 1,032 $ 19,831 $ 7,012
========= ========= =========
The following table shows the interest rate and maturity information
for the Bank's certificates of deposit at June 30, 1997.
Maturity Date
------------------------------------------------------------------------------------------------------
Interest Rate One Year or Less Over 1-2 Years Over 2-3 Years Over 3 Years Total
- --------------------- ------------------ ----------------- ----------------- ----------------- -------------------
(Dollars in Thousands)
3.00% or less $ $ $ $ $
-- -- -- 10 10
3.01 - 5.00% 4,894 464 65 1,025 6,448
5.01 - 7.00% 68,462 16,298 6,359 5,134 96,253
7.01 - 9.00% 1,135 2,446 1,055 517 5,153
9.01% or greater 95 229 7 749 1,080
-------- -------- ------- ------- ---------
Total $ 74,586 $ 19,437 $ 7,486 $ 7,435 $ 108,944
======== ======== ======= ======= =========
The following table sets forth the maturities of the Bank's
certificates of deposit having principal amounts of $100,000 or more at June 30,
1997.
Certificates of deposit maturing
in quarter ending: Amount
- --------------------------------------------------------------- -----------------------------------
(In Thousands)
September 30, 1997 $ 7,780
December 31, 1997 3,808
March 31, 1998 1,334
After March 31, 1998 4,963
-----
Total certificates of deposit with
balances of $100,000 or more $17,885
======
Borrowings. The following table sets forth certain information
regarding the borrowings of the Company at or for the dates indicated.
At or For the Year Ended June 30,
-------------------------------------------------------------------
1997 1996 1995
--------------------- ------------------ ------------------
(Dollars in Thousands)
FHLB advances:
Average balance outstanding $ 26,089 $ 27,586 $ 31,051
Maximum amount outstanding at
any month-end during the period 29,300 31,000 31,000
Balance outstanding at end of period 26,000 26,000 31,000
Average interest rate during the
period 6.3% 5.8% 5.6%
Average interest rate at end of period 5.8% 5.4% 6.1%
Securities sold under agreements to repurchase:
Average balance outstanding $306,034 $148,523 $ 68,277
Maximum amount outstanding at
any month-end during the period 343,427 219,067 130,217
Balance outstanding at end of period 245,571 219,067 130,217
Average interest rate during the
period 5.4% 5.6% 5.4%
Average interest rate at end of period 5.5% 5.2% 6.0%
The Company obtains both fixed-rate and variable-rate long-term and
short-term advances from the FHLB of Indianapolis upon the security of certain
of its residential first mortgage loans and other assets, provided certain
standards related to creditworthiness of the Bank have been met. FHLB of
Indianapolis advances are available for general business purposes to expand
lending and investing activities. Borrowings have generally been used to fund
the purchase of mortgage-backed and related securities or lending activities and
have been collateralized with a blanket pledge agreement of the Bank's assets.
Advances from the FHLB of Indianapolis are made pursuant to several
different credit programs, each of which has its own interest rate and range of
maturities. The Company currently has two variable-rate advances from the FHLB
of Indianapolis which mature in 1997. At June 30, 1997, the Company had total
FHLB of Indianapolis advances of $26.0 million at a weighted average interest
rate of 5.8%.
The Company also obtains funds from the sales of securities to
investment dealers under agreements to repurchase ("reverse repurchase
agreements"). In a reverse repurchase agreement transaction, the Company will
generally sell a mortgage-backed security agreeing to repurchase either the same
or a substantially identical security (i.e., "dollar rolls") on a specified
later date (generally not more than 90 days) at a price less than the original
sales price. The difference in the sale price and purchase price is the cost of
the use of the proceeds. The mortgage-backed securities underlying the
agreements are delivered to the dealers who arrange the transactions. For
agreements in which the Company has agreed to repurchase substantially identical
securities, the dealers may sell, loan or otherwise dispose of the Company's
securities in the normal course of their operations; however, such dealers or
third party custodians safe-keep the securities which are to be specifically
repurchased by the Company. Reverse repurchase agreements represent a
competitive cost funding source for the Company. Nevertheless, the Company is
subject to the risk that the lender may default at maturity and not return the
collateral. The amount at risk is the value of the collateral which exceeds the
balance of the borrowing. In order to minimize this potential risk, the Company
only deals with large, established investment brokerage firms when entering into
these transactions. Reverse repurchase transactions are accounted for as
financing arrangements rather than as sales of such securities, and the
obligation to repurchase such securities is reflected as a liability in the
Consolidated Financial Statements.
In April 1993, the Company entered into a $10.0 million loan facility
with an unrelated financial institution. This facility, as amended in 1997,
includes a $10.0 million term loan (the "Refinancing Loan") and a non-revolving
line of credit of $5.0 million. Proceeds from the Refinancing Loan were utilized
to repay the unpaid balance of a $10.0 million loan that the Company obtained in
1988 in connection with its acquisition of the Bank, reduce the average interest
rate paid on such indebtedness and increase the capitalization of the Bank. The
loan facility matures in June 2000 and carries an interest rate equal to the
prime rate published in the Wall Street Journal. The loan facility requires
quarterly interest-only repayments with the unpaid principal balance outstanding
payable in full at maturity. The loan facility is secured by (i) a general
pledge agreement between the parties pursuant to which the Company has pledged
100% of the outstanding stock of the Bank; (ii) a security agreement between the
parties pursuant to which the Company has provided a blanket security interest
in all of its assets; and (iii) the assignment of life insurance policies on
Messrs. Breeden and Cerny by the Company in the aggregate amount of $1.25
million. At June 30, 1997, the total balance of the loan facility was $10.0
million.
Trust and Fiduciary Services
The Company also provides a full range of trust and investment
services, and acts as executor or administrator of estates and as trustee for
various types of trusts. Trust and investment services are offered through
Harrington Investment Management and Trust Services ("Trust Department"), which
was created in December 1994 as a separate division of the Bank. Services
offered include financial services related to trusts and estates, money
management, custodial services and pension and employee benefits consulting and
plan administration. As of June 30, 1997, the Trust Department administered
approximately 43 trust/fiduciary accounts, with aggregate assets of $27.6
million at such date. Gross fee income from the Trust Department amounted to
$40,000 and $31,000 during fiscal 1997 and 1996, respectively, while the Trust
Department recognized net losses with respect to its operations of $60,000 and
$59,000 during the respective periods.
Subsidiaries
The Bank is permitted to invest up to 2% of its assets in the capital
stock of, or secured or unsecured loans to, subsidiary corporations, with an
additional investment of 1% of assets when such additional investments is
utilized primarily for community development purposes. The Bank's only
subsidiary, Pine Tree Mortgage Corp., is an inactive corporation formed in 1987
to originate mortgage loans in North Carolina, and has conducted no business
since 1988. The Bank's investment in the subsidiary is not material to its
operations or financial condition.
Supervision and Regulation
Set forth below is a brief description of those laws and regulations
which, together with the descriptions of laws and regulations contained
elsewhere herein, are deemed material to an investor's understanding of the
extent to which the Company and the Bank are regulated. The description of the
laws and regulations hereunder, as well as descriptions of laws and regulations
contained elsewhere herein, does not purport to be complete and is qualified in
its entirety by reference to applicable laws and regulations.
The Company
General. The Company is a registered savings and loan holding company
within the meaning of the Home Owners' Loan Act ("HOLA"), and is subject to OTS
regulations, examinations, supervision and reporting requirements. As a
subsidiary of a savings and loan holding company, the Bank is subject to certain
restrictions in its dealings with the Company and affiliates thereof.
Activities Restrictions. Although there are generally no restrictions
on the activities of a savings and loan holding company which holds only one
subsidiary savings institution under applicable OTS regulations, the Company may
be considered to be a multiple savings and loan holding company because
principals and affiliates of Smith Breeden are deemed for regulatory purposes to
control both the Company and Harrington West Financial Group, a savings and loan
holding company which owns all of the outstanding common stock of Los Padres
Savings Bank, F.S.B., Los Padres, California.
Multiple savings and loan holding companies are subject to restrictions
which do not apply to unitary savings and loan holding companies. Among other
things, no multiple savings and loan holding company or subsidiary thereof which
is not a savings institution shall commence or continue for a limited period of
time after becoming a multiple savings and loan holding company or subsidiary
thereof any business activity, upon prior notice to, and no objection by the
OTS, other than: (i) furnishing or performing management services for a
subsidiary savings institution; (ii) conducting an insurance agency or escrow
business; (iii) holding, managing, or liquidating assets owned by or acquired
from a subsidiary savings institution; (iv) holding or managing properties used
or occupied by a subsidiary savings institution; (v) acting as trustee under
deeds of trust; (vi) those activities authorized by regulation as of March 5,
1987 to be engaged in by multiple savings and loan holding companies; or (vii)
unless the Director of the OTS by regulation prohibits or limits such activities
for savings and loan holding companies, those activities authorized by the
Federal Reserve Board as permissible for bank holding companies. Those
activities described in (vii) above also must be approved by the Director of the
OTS prior to being engaged in by a multiple savings and loan holding company.
The Company does not believe that if the OTS designates it as a multiple thrift
holding company, such a designation will limit its ability to conduct its normal
business operations.
In addition, if the Director of the OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding
company of an activity constitutes a serious risk to the financial safety,
soundness or stability of its subsidiary savings institution, the Director may
impose such restrictions as deemed necessary to address such risk, including
limiting (i) payment of dividends by the savings institution; (ii) transactions
between the savings institution and its affiliates; and (iii) any activities of
the savings institution that might create a serious risk that the liabilities of
the holding company and its affiliates may be imposed on the savings
institution.
Limitations on Transactions with Affiliates. Transactions between
savings institutions and any affiliate are governed by Sections 23A and 23B of
the Federal Reserve Act. An affiliate of a savings institution is any company or
entity which controls, is controlled by or is under common control with the
savings institution. In a holding company context, the parent holding company of
a savings institution (such as the Company) and any companies which are
controlled by such parent holding company are affiliates of the savings
institution. Generally, Sections 23A and 23B (i) limit the extent to which the
savings institution or its subsidiaries may engage in "covered transactions"
with any one affiliate to an amount equal to 10% of such institution's capital
stock and surplus, and contain an aggregate limit on all such transactions with
all affiliates to an amount equal to 20% of such capital stock and surplus and
(ii) require that all such transactions be on terms substantially the same, or
at least as favorable, to the institution or subsidiary as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar transactions. In
addition to the restrictions imposed by Sections 23A and 23B, no savings
institution may (i) loan or otherwise extend credit to an affiliate, except for
any affiliate which engages only in activities which are permissible for bank
holding companies, or (ii) purchase or invest in any stocks, bonds, debentures,
notes or similar obligations of any affiliate, except for affiliates which are
subsidiaries of the savings institution.
In addition, Sections 22(h) and (g) of the Federal Reserve Act places
restrictions on loans to executive officers, directors and principal
stockholders. Under Section 22(h), loans to a director, an executive officer and
to a greater than 10% stockholder of a savings institution, and certain
affiliated interests of either, may not exceed, together with all other
outstanding loans to such person and affiliated interests, the savings
institution's loans to one borrower limit (generally equal to 15% of the
institution's unimpaired capital and surplus). Section 22(h) also requires that
loans to directors, executive officers and principal stockholders be made on
terms substantially the same as offered in comparable transactions to other
persons unless the loans are made pursuant to a benefit or compensation program
that (i) is widely available to employees of the institution and (ii) does not
give preference to any director, executive officer or principal stockholder, or
certain affiliated interests of either, over other employees of the savings
institution. Section 22(h) also requires prior board approval for certain loans.
In addition, the aggregate amount of extensions of credit by a savings
institution to all insiders cannot exceed the institution's unimpaired capital
and surplus. Furthermore, Section 22(g) places additional restrictions on loans
to executive officers. At June 30, 1997, the Bank was in compliance with the
above restrictions.
Restrictions on Acquisitions. Except under limited circumstances,
savings and loan holding companies are prohibited from acquiring, without prior
approval of the Director of the OTS, (i) control of any other savings
institution or savings and loan holding company or substantially all the assets
thereof or (ii) more than 5% of the voting shares of a savings institution or
holding company thereof which is not a subsidiary. Except with the prior
approval of the Director of the OTS, no director or officer of a savings and
loan holding company or person owning or controlling by proxy or otherwise more
than 25% of such company's stock, may acquire control of any savings
institution, other than a subsidiary savings institution, or of any other
savings and loan holding company.
The Director of the OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state if (i) the multiple savings and loan holding
company involved controls a savings institution which operated a home or branch
office located in the state of the institution to be acquired as of March 5,
1987; (ii) the acquirer is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act ("FDIA"); or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by the state-chartered institutions or savings and loan holding
companies located in the state where the acquiring entity is located (or by a
holding company that controls such state-chartered savings institutions).
Under the Bank Holding Company Act of 1956, the Federal Reserve Board
is authorized to approve an application by a bank holding company to acquire
control of a savings institution. In addition, a bank holding company that
controls a savings institution may merge or consolidate the assets and
liabilities of the savings institution with, or transfer assets and liabilities
to, any subsidiary bank which is a member of the BIF with the approval of the
appropriate federal banking agency and the Federal Reserve Board. As a result of
these provisions, there have been a number of acquisitions of savings
institutions by bank holding companies in recent years.
The Bank
General. The OTS has extensive authority over the operations of
federally chartered savings institutions. As part of this authority, savings
institutions are required to file periodic reports with the OTS and are subject
to periodic examinations by the OTS. The last regulatory examination of the Bank
by the OTS was conducted beginning on May 27, 1997. The Bank was not required to
make any material changes to its operations as a result of such examination. The
investment and lending authority of savings institutions are prescribed by
federal laws and regulations, and such institutions are prohibited from engaging
in any activities not permitted by such laws and regulations. Those laws and
regulations generally are applicable to all federally chartered savings
institutions and may also apply to state-chartered savings institutions. Such
regulation and supervision is primarily intended for the protection of
depositors.
The OTS' enforcement authority over all savings institutions and their
holding companies includes, among other things, the ability to assess civil
money penalties, to issue cease and desist or removal orders and to initiate
injunctive actions. In general, these enforcement actions may be initiated for
violations of laws and regulations and unsafe or unsound practices. Other
actions or inactions may provide the basis for enforcement action, including
misleading or untimely reports filed with the OTS.
Insurance of Accounts. The deposits of the Bank are insured to the
maximum extent permitted by the SAIF, which is administered by the FDIC, and are
backed by the full faith and credit of the U.S. Government. As insurer, the FDIC
is authorized to conduct examinations of, and to require reporting by,
FDIC-insured institutions. It also may prohibit any FDIC-insured institution
from engaging in any activity the FDIC determines by regulation or order to pose
a serious threat to the FDIC. The FDIC also has the authority to initiate
enforcement actions against savings institutions, after giving the OTS an
opportunity to take such action.
Both the SAIF and Bank Insurance Fund ("BIF") are statutorily required
to be capitalized to a ratio of 1.25% of insured reserve deposits. The BIF met
its required capitalization levels in 1995 and, as a result, most BIF insured
banks have been paying significantly lower premiums than SAIF institutions. The
legislation enacted by the U.S. Congress, which was signed by the President on
September 30, 1996, has recapitalized the SAIF by a one-time charge of $0.657
for each $100 of assessable deposits held at March 31, 1995. Although this
resulted in pre-tax expense of $830,000 recognized in the Company's earnings in
fiscal year 1997, future earnings will be enhanced due to lower insurance
premiums. The Bank's insurance premiums, which had amounted to $0.23 for every
$100 of assessable deposits, were reduced to $0.065 for every $100 of assessable
deposits beginning on January 1, 1997.
The FDIC may terminate the deposit insurance of any insured depository
institution, including the Bank, if it determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound practices or is in
an unsafe or unsound condition to continue operations, or if the insured
depository institution or any of its directors or trustees have violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the institution has no
tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals, shall
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances which would result in
termination of the Bank's deposit insurance.
Regulatory Capital Requirements. Federally insured savings institutions
are required to maintain minimum levels of regulatory capital. The OTS has
established capital standards applicable to all savings institutions. These
standards generally must be as stringent as the comparable capital requirements
imposed on national banks. The OTS also is authorized to impose capital
requirements in excess of these standards on individual institutions on a
case-by-case basis.
Current OTS capital standards require savings institutions to satisfy
three different capital requirements. Under these standards, savings
institutions must maintain "tangible" capital equal to at least 1.5% of adjusted
total assets, "core" capital equal to at least 3.0% of adjusted total assets and
"total" capital (a combination of core and "supplementary" capital) equal to at
least 8.0% of "risk-weighted" assets. For purposes of the regulation, core
capital generally consists of common stockholders' equity (including retained
earnings), noncumulative perpetual preferred stock and related surplus, minority
interests in the equity accounts of fully consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits and "qualifying supervisory
goodwill." Tangible capital is given the same definition as core capital but
does not include qualifying supervisory goodwill and is reduced by the amount of
all the savings institution's intangible assets, with only a limited exception
for purchased mortgage servicing rights. The Bank had no goodwill or other
intangible assets at June 30, 1997. Both core and tangible capital are further
reduced by an amount equal to a savings institution's debt and equity
investments in subsidiaries engaged in activities not permissible to national
banks (other than subsidiaries engaged in activities undertaken as agent for
customers or in mortgage banking activities and subsidiary depository
institutions or their holding companies). At June 30, 1997, there were no such
adjustments to the Bank's regulatory capital.
In determining compliance with the risk-based capital requirement, a
savings institution is allowed to include both core capital and supplementary
capital in its total capital, provided that the amount of supplementary capital
included does not exceed the savings institution's core capital. Supplementary
capital generally consists of hybrid capital instruments; perpetual preferred
stock which is not eligible to be included as core capital; subordinated debt
and intermediate-term preferred stock; and general allowances for loan losses up
to a maximum of 1.25% of risk-weighted assets. In determining the required
amount of risk-based capital, total assets, including certain off-balance sheet
items, are multiplied by a risk weight based on the risks inherent in the type
of assets. The risk weights assigned by the OTS for principal categories of
assets are (i) 0% for cash and securities issued by the U.S. Government or
unconditionally backed by the full faith and credit of the U.S. Government; (ii)
20% for securities (other than equity securities) issued by U.S.
Government-sponsored agencies and mortgage-backed securities issued by, or fully
guaranteed as to principal and interest by, FNMA or FHLMC, except for those
classes with residual characteristics or stripped mortgage-related securities;
(iii) 50% for prudently underwritten permanent one- to four-family first lien
mortgage loans not more than 90 days delinquent and having a loan-to-value ratio
of not more than 80% at origination unless insured to such ratio by an insurer
approved by FNMA or FHLMC, qualifying residential bridge loans made directly for
the construction of one- to four-family residences and qualifying multi-family
residential loans; and (iv) 100% for all other loans and investments, including
consumer loans, commercial loans, and one- to four-family residential real
estate loans more than 90 days delinquent, and for repossessed assets.
Any savings institution that fails any of the capital requirements is
subject to possible enforcement actions by the OTS or the FDIC. Such actions
could include a capital directive, a cease and desist order, civil money
penalties, the establishment of restrictions on the institution's operations
(including growth), termination of federal deposit insurance and the appointment
of a conservator or receiver. The OTS' capital regulation provides that such
actions, through enforcement proceedings or otherwise, could require one or more
of a variety of corrective actions.
Liquidity Requirements. All savings institutions are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity requirement may vary from
time to time (between 4.0% and 10.0%) depending upon economic conditions and
savings flows of all savings institutions. At the present time, the required
minimum liquid asset ratio is 5.0%. At June 30, 1997, the Bank's liquidity ratio
was 5.3%.
Capital Distributions. OTS regulations govern capital distributions by
savings institutions, which include cash dividends, stock redemptions or
repurchases, cash-out mergers, interest payments on certain convertible debt and
other transactions charged to the capital account of a savings institution to
make capital distributions. Generally, the regulation creates a safe harbor for
specified levels of capital distributions from institutions meeting at least
their minimum capital requirements, so long as such institutions notify the OTS
and receive no objection to the distribution from the OTS. Savings institutions
and distributions that do not qualify for the safe harbor are required to obtain
prior OTS approval before making any capital distributions.
Generally, a savings institution that before and after the proposed
distribution meets or exceeds its fully phased-in capital requirements (Tier 1
institutions) may make capital distributions during any calendar year equal to
the higher of (i) 100% of net income for the calendar year-to-date plus 50% of
its "surplus capital ratio" at the beginning of the calendar year or (ii) 75% of
net income over the most recent four-quarter period. The "surplus capital ratio"
is defined to mean the percentage by which the institution's ratio of total
capital to assets exceeds the ratio of its fully phased-in capital requirement
to assets. "Fully phased-in capital requirement" is defined to mean an
institution's capital requirement under the statutory and regulatory standards
applicable on December 31, 1994, as modified to reflect any applicable
individual minimum capital requirement imposed upon the institution. Failure to
meet fully phased-in or minimum capital requirements will result in further
restrictions on capital distributions, including possible prohibition without
explicit OTS approval. In order to make distributions under these safe harbors,
Tier 1 institutions such as the Bank must submit 30 days written notice to the
OTS prior to making the distribution. The OTS may object to the distribution
during that 30-day period based on safety and soundness concerns.
In December 1994, the OTS published a notice of proposed rulemaking to
amend its capital distribution regulation. Under the proposal, institutions
would be permitted to only make capital distributions that would not result in
their capital being reduced below the level required to remain "adequately
capitalized." Because the Bank is a subsidiary of a holding company, the
proposal would require the Bank to provide notice to the OTS of its intent to
make a capital distribution. The Bank does not believe that the proposal will
adversely affect its ability to make capital distributions if it is adopted
substantially as proposed.
Loans to One Borrower. The permissible amount of loans-to-one borrower
now generally follows the national bank standard for all loans made by savings
institutions, as compared to the pre-FIRREA rule that applied that standard only
to commercial loans made by federally chartered savings institutions. The
national bank standard generally does not permit loans-to-one borrower to exceed
the greater of $500,000 or 15% of unimpaired capital and surplus. Loans in an
amount equal to an additional 10% of unimpaired capital and surplus also may be
made to a borrower if the loans are fully secured by readily marketable
securities. For information about the largest borrowers from the Bank, see "-
Lending Activities."
Branching by Federal Savings Institutions. OTS policy permits
interstate branching to the full extent permitted by statute (which is
essentially unlimited). Generally, federal law prohibits federal savings
institutions from establishing, retaining or operating a branch outside the
state in which the federal institution has its home office unless the
institution meets the IRS' domestic building and loan test (generally, 60% of a
thrift's assets must be housing-related) ("IRS Test"). The IRS Test requirement
does not apply if, among other things, the law of the state where the branch
would be located would permit the branch to be established if the federal
savings institution were chartered by the state in which its home office is
located. Furthermore, the OTS will evaluate a branching applicant's record of
compliance with the Community Reinvestment Act of 1977 ("CRA"). An
unsatisfactory CRA record may be the basis for denial of a branching
application.
Qualified Thrift Lender Test. All savings institutions are required to
meet a QTL test to avoid certain restrictions on their operations. Under Section
2303 of the Economic Growth and Regulatory Paperwork Reduction Act of 1996, a
savings association can comply with the QTL test by either meeting the QTL test
set forth in the HOLA and implementing regulations or qualifying as a domestic
building and loan association as defined in Section 7701(a)(19) of the Internal
Revenue Code of 1986, as amended ("Code"). The QTL test set forth in the HOLA
requires a thrift institution to maintain 65% of portfolio assets in Qualified
Thrift Investments ("QTIs"). Portfolio assets are defined as total assets less
intangibles, property used by a savings institution in its business and
liquidity investments in an amount not exceeding 20% of assets. Generally, QTIs
are residential housing related assets. At June 30, 1997, the qualified thrift
investments of the Bank were approximately 97.6% of its portfolio assets.
A savings institution that does not meet the QTL test must either
convert to a bank charter or comply with the following restrictions on its
operations: (i) the institution may not engage in any new activity or make any
new investment, directly or indirectly, unless such activity or investment is
permissible for a national bank; (ii) the branching powers of the institution
shall be restricted to those of a national bank; (iii) the institution shall not
be eligible to obtain any advances from its FHLB; and (iv) payment of dividends
by the institution shall be subject to the rules regarding payment of dividends
by a national bank. Upon the expiration of three years from the date the savings
institution ceases to be a QTL, it must cease any activity and not retain any
investment not permissible for a national bank and immediately repay any
outstanding FHLB advances (subject to safety and soundness considerations).
Accounting Requirements. Applicable OTS accounting regulations and
reporting requirements apply the following standards: (i) regulatory reports
will incorporate generally accepted accounting principles ("GAAP") when GAAP is
used by federal banking agencies; (ii) savings institution transactions,
financial condition and regulatory capital must be reported and disclosed in
accordance with OTS regulatory reporting requirements that will be at least as
stringent as for national banks; and (iii) the Director of the OTS may prescribe
regulatory reporting requirements more stringent than GAAP whenever the Director
determines that such requirements are necessary to ensure the safe and sound
reporting and operation of savings institutions.
Federal Home Loan Bank System. The Bank is a member of the FHLB of
Indianapolis, which is one of 12 regional FHLBs that administers the home
financing credit function of savings institutions. Each FHLB serves as a reserve
or central bank for its members within its assigned region. It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB System. It makes loans to members (i.e., advances) in accordance with
policies and procedures established by the Board of Directors of the FHLB. At
June 30, 1997, the Company had $26.0 million of FHLB advances. See "- Sources of
Funds - Borrowings."
As a member, the Bank is required to purchase and maintain stock in the
FHLB of Indianapolis in an amount equal to at least 1% of its aggregate unpaid
residential mortgage loans, home purchase contracts or similar obligations at
the beginning of each year. At June 30, 1997, the Bank had $4.9 million in FHLB
stock, which was in compliance with this requirement.
The FHLBs are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through
direct loans or interest subsidies on advances targeted for community investment
and low- and moderate-income housing projects. These contributions have
adversely affected the level of FHLB dividends paid in the past and could
continue to do so in the future. These contributions also could have an adverse
effect on the value of FHLB stock in the future.
Federal Reserve System. The Federal Reserve Board requires all
depository institutions to maintain reserves against their transaction accounts
(primarily NOW and Super NOW checking accounts) and non-personal time deposits.
As of June 30, 1997, the Bank was in compliance with this requirement. Because
required reserves must be maintained in the form of vault cash or a
noninterest-bearing account at a Federal Reserve Bank, the effect of this
reserve requirement is to reduce an institution's earning assets.
Federal Taxation
General. The Company and Bank are subject to the generally applicable
corporate tax provisions of the Code, and Bank is subject to certain additional
provisions of the Code which apply to thrifts and other types of financial
institutions. The following discussion of federal taxation is intended only to
summarize certain pertinent federal income tax matters material to the taxation
of the Company and the Bank and is not a comprehensive discussion of the tax
rules applicable to the Company and Bank.
Year. The Company files a consolidated federal income tax return on the
basis of a fiscal year ending on June 30. The Company's federal income tax
returns for the tax years ended June 30, 1994 forward are open under the statute
of limitations and are subject to review by the IRS.
Bad Debt Reserves. Prior to the enactment, on August 20, 1996, of the
Small Business Job Protection Act of 1996 (the "Small Business Act"), for
federal income tax purposes, thrift institutions such as the Bank, which met
certain definitional tests primarily relating to their assets and the nature of
their business, were permitted to establish tax reserves for bad debts and to
make annual additions thereto, which additions could, within specified
limitations, be deducted in arriving at their taxable income. The Bank's
deduction with respect to "qualifying loans," which are generally loans secured
by certain interest in real property, could be computed using an amount based on
a six-year moving average of the Bank's actual loss experience (the "Experience
Method"), or a percentage equal to 8.0% of the Bank's taxable income (the "PTI
Method"), computed without regard to this deduction and with additional
modifications and reduced by the amount of any permitted addition to the
non-qualifying reserve.
Under the Small Business Act, the PTI Method was repealed and the Bank
will be required to use the Experience Method of computing additions to its bad
debt reserve for taxable years beginning with the Bank's taxable year beginning
July 1, 1996. In addition, the Bank will be required to recapture (i.e., take
into taxable income) over a six-year period, beginning with the Bank's taxable
year beginning July 1, 1996, the excess of the balance of its bad debt reserves
(other than the supplemental reserve) as of June 30, 1996 over (a) the greater
of the balance of such reserves as of June 30, 1988 or (b) an amount that would
have been the balance of such reserves as of June 30, 1996 had the Bank always
computed the additions to its reserves using the Experience Method. However,
under the Small Business Act such recapture requirements will be suspended for
each of the two successive taxable years beginning July 1, 1996 in which the
Bank originates a minimum amount of certain residential loans during such years
that is not less than the average of the principal amounts of such loans made by
the Bank during its six taxable years preceding July 1, 1996.
State Taxation
The State of Indiana imposes a franchise tax on the "adjusted gross
income" of financial institutions at a fixed rate of 8.5% per annum. This
franchise tax is imposed in lieu of the gross income tax, adjusted gross income
tax, and supplemental net income tax otherwise imposed on certain corporate
entities. "Adjusted gross income" is computed by making certain modifications to
an institution's federal taxable income. Tax-exempt interest, for example, is
included in the savings association's adjusted gross income and the bad debt
deduction is limited to actual charge-offs for purposes of the financial
institutions tax.
Item 2. Properties
The Company's principal executive office is located at 722 East Main
Street, Richmond, Indiana, 47374. The following table sets forth certain
information with respect to the offices and other properties of the Bank at June
30, 1997.
Net Book Value
Description/Address Leased/Owned of Property(1) Deposits
- ------------------------------------------ --------------------- ----------------------- ------------------
(In Thousands)
Main Office Owned $1,631 $69,019
722 East Main Street
Richmond, Indiana
Carmel Branch (2) Leased(3) 103 49,262
11592 Westfield Boulevard
Carmel, Indiana
Fishers Branch (4) Owned 930 16,495
7150 East 116th Street
Fishers, Indiana
Noblesville Branch (5) Owned 920 1,399
107 West Logan Street
Noblesville, Indiana
Geist Branch (6) Owned 391 --
9775 Fall Creek Road
Indianapolis, Indiana
- ------------------------------------------
(1) Includes leasehold improvements.
(2) Branch opened in May 1994.
(3) The lease expires in June 2008 and may be extended for an additional
ten years provided that proper notice is timely given.
(4) Branch opened in December 1995.
(5) Branch opened in June 1997.
(6) Construction in progress. Branch is expected to open in December 1997.
Item 3. Legal Proceedings.
There are no material legal proceedings to which the Company is a party
or to which any of their property is subject.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Shares of the Company's common stock are traded nationally under the
symbol "HFGI" on the Nasdaq National Market. The following table sets forth the
high, low and closing sales prices for the common stock as reported by the
Nasdaq Stock Market, as well as the dividends paid, for fiscal years 1997 and
1996:
Stock Price per Share
------------------------------------------
High Low Close Dividends
---- --- ----- ---------
1997
First quarter $11.00 $ 9.50 $10.125 --
Second quarter 10.75 10.00 10.75 --
Third quarter 11.00 9.75 11.00 --
Fourth quarter 12.375 10.50 12.125 $0.03
1996
Fourth quarter (1) $11.00 $10.125 $10.50 --
(1) The Company's common stock commenced trading on May 10, 1996.
There have been no stock dividends, stock splits or reverse stock
splits. Payment of future dividends is subject to a declaration by the Company's
Board of Directors. Factors considered in determining the size of dividends are
the amount and stability of profits, adequacy of capitalization and expected
asset and liability growth of the Bank.
At September 19, 1997 the Company had approximately 64 stockholders of
record.
Item 6. Selected Financial Data.
The information required herein is incorporated by reference from page
13 of the Registrant's 1997 Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information required herein is incorporated by reference from pages
14 to 25 of the Registrant's 1997 Annual Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required herein is incorporated by reference from pages
15 to 19 of the Registrant's 1997 Annual Report.
Item 8. Financial Statements and Supplementary Data.
The information required herein is incorporated by reference from pages
26 to 55 of the Registrant's 1997 Annual Report.
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required herein is incorporated by reference from pages
2 to 9, and 11 of the Registrant's Proxy Statement dated September 24, 1997
("Proxy Statement").
Item 11. Executive Compensation.
The information required herein is incorporated by reference from pages
12 to 20 of the Registrant's Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required herein is incorporated by reference from pages
9 to 11 of the Registrant's Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
The information required herein is incorporated by reference from pages
16 and 17 of the Registrant's Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Document filed as part of this Report.
(1) The following documents are filed as part of this report
and are incorporated herein by reference from the
Registrant's 1997 Annual Report.
Independent Auditors' Report.
Consolidated Balance Sheets as of June 30, 1997 and 1996.
Consolidated Statements of Income for the Years Ended June 30, 1997,
1996 and 1995.
Consolidated Statements of Changes in Stockholders' Equity for the Years
Ended June 30, 1997, 1996 and 1995.
Consolidated Statements of Cash Flows for the Years Ended June 30, 1997,
1996 and 1995.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are omitted because they are not
applicable or the required information is included in the
Consolidated Financial Statements or notes thereto.
(3)(a) The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibit Index.
No. Description
- ---------------- --------------------------------------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of Harrington Financial Group, Inc.1/
3.2 Amended and Restated Bylaws of Harrington Financial Group, Inc.1/
10.1 Stock Option Plan of Harrington Financial Group, Inc.1/*/
10.2 Loan Agreement between Financial Research Corporation (now Harrington Financial Group,
Inc.) and Mark Twain Kansas Bank (now Mercantile Bancorporation, Inc.), dated April 14,
1994, First Amendment and Loan Agreement between such parties and Smith Breeden
Associates, Inc. and Douglas T. Breeden, dated July 21, 1995.1/
10.2.1 Second Amendment and Loan Modification Agreement between Harrington Financial Group, Inc.
and Mark Twain Kansas City Bank (now Mercantile Bancorporation, Inc.), dated July 26, 1996
(modifies version set forth in Exhibit 10.2) 2/
10.2.2 Third Amendment and Loan Modification Agreement between Harrington Financial Group, Inc.
and Mark Twain Kansas City Bank (now Mercantile Bancorporation, Inc.), dated January 13,
1997 (modifies version set forth in Exhibits 10.2 and 10.2.1)
10.3 Investment Advisory Agreement between Peoples Federal Savings Association (now Harrington
Bank, FSB) and Smith Breeden Associates, Inc. dated April 1, 1992, as amended on March 1,
1995.1/
10.4 Lease Agreement on Carmel Branch Office Facility, set forth in Assignment of Lease,
between NBD Bank, N.A. and Peoples Federal Savings Association, dated November 8, 1993.1/
10.5 Trust Services Agreement dated September 30, 1994 by and between Harrington Bank, FSB and
The Midwest Trust Company.1/
11 Statement of Computation of Per Share Earnings
13 1997 Annual Report to Stockholders specified portion (p. 1 and pp. 12-55) of the
Registrant's Annual Report to Stockholders for the year ended June 30, 1997.
21 Subsidiaries of the Registrant - Reference is made to Item 1. "Business" for the Required
information
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule
- ----------------
1/ Incorporated by reference from the Registration Statement on Form S-1
(Registration No. 333-1556) filed by the Registrant with the Securities
and Exchange Commission ("SEC") on February 20, 1996, as amended.
2/ Incorporated by reference from the Form 10-K for the fiscal year ended
June 30, 1996 filed by the Registrant with the SEC on September 30,
1996.
*/ Management contract or compensatory plan or arrangement.
(3)(b) Reports filed on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HARRINGTON FINANCIAL GROUP, INC.
By: /s/Craig J. Cerny
----------------------------
Craig J. Cerny
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Craig J. Cerny September 23, 1997
- ---------------------------------------
Craig J. Cerny
President (Principal Executive Officer)
/s/ Catherine A. Habschmidt September 23, 1997
- ---------------------------------------
Catherine A. Habschmidt
Chief Financial Officer and Treasurer
(Principal Accounting Officer)
/s/ Douglas T. Breeden September 23, 1997
- ---------------------------------------
Douglas T. Breeden
Chairman of the Board
/s/ William F. Quinn September 23, 1997
- ---------------------------------------
William F. Quinn
Director
/s/ Daniel C. Dektar September 23, 1997
- ---------------------------------------
Daniel C. Dektar
Director
/s/ Gerald J. Madigan September 23, 1997
- ---------------------------------------
Gerald J. Madigan
Director
/s/ Michael J. Giarla September 23, 1997
- ---------------------------------------
Michael J. Giarla
Director
/s/ Stephen A. Eason September 23, 1997
- ---------------------------------------
Stephen A. Eason
Director
/s/ Lawrence E. Golaszewski September 23, 1997
- ---------------------------------------
Lawrence E. Golaszewski
Director
/s/ David F. Harper September 23, 1997
- ---------------------------------------
David F. Harper
Director
/s/ Stanley J. Kon September 23, 1997
- ---------------------------------------
Stanley J. Kon
Director
/s/ John J. McConnell September 23, 1997
- ---------------------------------------
John J. McConnell
Director