FORM 10-QS SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20552 (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to _______________ Commission File No. 0-25300 HARVEST HOME FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-1402988 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3621 Harrison Avenue Cheviot, Ohio 45211 (Address of principal (Zip Code) executive office) Registrant's telephone number, including area code: (513) 661-6612 Check whether the issuer (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 As of May 11, 1998, the latest practicable date, 891,357 shares of the registrant's common stock, without par value, were issued and outstanding. Harvest Home Financial Corporation INDEX Page PART I - FINANCIAL INFORMATION Consolidated Statements of Financial Condition Consolidated Statements of Earnings Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations PART II - OTHER INFORMATION SIGNATURES Harvest Home Financial Corporation CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except share data) March 31, September 30, ASSETS 1998 1997 Cash and due from banks $ 565 $ 558 Federal funds sold 1,100 2,600 Interest-bearing deposits in other financial institutions 1,280 2,106 Cash and cash equivalents 2,945 5,264 Investment securities designated as available for sale - at market 6 ,019 8,039 Mortgage-backed securities designated as available for sale - at market 33,535 32,466 Loans receivable - net 45,112 45,229 Office premises and equipment - at depreciated cost 1,131 981 Federal Home Loan Bank stock - at cost 1,550 1,219 Accrued interest receivable on loans 224 245 Accrued interest receivable on mortgage- backed securities 135 139 Accrued interest receivable on investments and interest-bearing deposits 67 126 Prepaid expenses and other assets 143 73 Prepaid federal income taxes 20 51 Total assets $90,881 $93,832 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $59,948 $58,786 Advances from the Federal Home Loan Bank 19,975 24,000 Advances by borrowers for taxes and insurance 97 107 Accrued interest payable 119 89 Other liabilities 11 253 Deferred federal income taxes 321 253 Total liabilities 80,571 83,488 Stockholders' equity Common stock - 2,000,000 shares of no par value authorized - 991,875 shares issued 0 0 Additional paid-in capital 6,903 6,884 Retained earnings - restricted 5,096 5,043 Shares acquired by Employee Stock Ownership Plan (301) (378) Shares acquired by Recognition and Retention Plan (292) (389) Unrealized gains on securities designated as available for sale, net of related tax effects 96 40 Less 100,518 and 77,018 shares of treasury stock - at cost (1,192) (856) Total stockholders' equity 10,310 10,344 Total liabilities and stockholders' equity $90,881 $93,832 Harvest Home Financial Corporation CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except share data) Six months ended Three months ended March 31, March 31, 1998 1997 1998 1997 Interest income Loans $1,781 $1,687 $ 889 $ 831 Mortgage-backed securities 1,038 722 511 423 Investment securities 229 363 100 170 Interest-bearing deposits and other 198 92 105 48 Total interest income 3,246 2,864 1,605 1,472 Interest expense Deposits 1,473 1,369 728 678 Borrowings 649 356 308 205 Total interest expense 2,122 1,725 1,036 883 Net interest income 1,124 1,139 569 589 Provision for losses on loans 6 3 3 3 Net interest income after Provision for losses on loans 1,118 1,136 566 586 Other income Gain on sale of investment and mortgage-backed securities designated as available for sale 6 6 0 0 Other operating 31 30 15 13 Total other income 37 36 15 13 General, administrative and other expense Employee compensation and benefits 455 379 238 200 Occupancy and equipment 147 130 76 69 Federal deposit insurance premiums 18 9 9 9 Franchise taxes 61 63 32 29 Other operating 108 106 48 45 Total general, administrative and other expense 789 687 403 352 Earnings before income taxes 366 485 178 247 Federal income taxes Current 76 9 21 86 Deferred 39 156 30 (2) Total federal income taxes 115 165 51 84 NET EARNINGS $ 251 $ 320 $ 127 $ 163 EARNINGS PER SHARE Basic $.29 $.36 $.15 $.18 Diluted $.28 $.35 $.14 $.18 The Harvest Home Financial Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended March 31, (In thousands) 1998 1997 Cash flows provided by (used in) operating activities: Net earnings for the period $ 251 $ 320 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Amortization of deferred loan origination fees (34) (17) Depreciation and amortization 27 26 Amortization of premiums on mortgage-backed securities 21 5 Amortization of premiums and discounts on investment securities net (17) 16 Gain on sale of investment and mortgage-backed securities (6) (6) Amortization expense of stock benefit plans 193 236 Provision for losses on loans 6 3 Federal Home Loan Bank stock dividends (45) (24) Increase (decrease) in cash due to changes in: Accrued interest receivable on loans 21 (13) Accrued interest receivable on mortgage-backed securities 4 4 Accrued interest receivable on investments and Interest bearing deposits 59 44 Prepaid expenses and other assets (70) (56) Accounts payable on mortgage loans serviced for others (1) (1) Accrued interest payable 30 20 Other liabilities (141) (343) Federal income taxes Current 31 (78) Deferred 39 156 Net cash provided by operating activities 368 292 Cash flows provided by (used in) investing activities: Proceeds from maturity of investment securities 2,000 0 Proceeds from sale of investment securities 0 2,004 Proceeds from sale of mortgage-backed securities 343 135 Principal repayments on mortgage-backed securities 11,066 925 Purchase of mortgage-backed securities (12,371) (5,000) Principal repayments on loans 5,333 2,236 Loan disbursements (5,188) (3,865) Purchase of office premises and equipment (177) (32) Purchase of Federal Home Loan Bank stock (286) (162) Net cash provided by (used in) investing Activities 720 (3,759) Cash flows provided by (used in) financing activities: Net increase (decrease) in deposits 1,162 (395) Proceeds from Federal Home Loan Bank advances 14,500 5,000 Repayment of Federal Home Loan Bank advances (18,525) (300) Advances by borrowers for taxes and insurance (10) 3 Dividends paid on common stock (198) (187) Purchase of treasury stock (336) 0 Net cash provided by (used in) financing activities (3,407) 4,121 Net increase (decrease) in cash and cash equivalents (2,319) 654 Cash and cash equivalents at beginning of period 5,264 1,708 Cash and cash equivalents at end of period $2,945 $2,362 Supplemental disclosure of cash flow information: Cash paid during the year for: Federal income taxes $ 138 $ 179 Interest on deposits and borrowings $2,152 $1,715 Supplemental disclosure of noncash investing activities: Unrealized gains (losses) on securities designated as available for sale, net of related tax effects $ 56 $ (82) Harvest Home Financial Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three and six month periods ended March 31, 1998 and 1997 1. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of consolidated financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Harvest Home Financial Corporation (the "Corporation") included in the Annual Report on Form 10-KSB for the year ended September 30, 1997. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the six and three month periods ended March 31, 1998 are not necessarily indicative of the results which may be expected for an entire fiscal year. 2. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Corporation and Harvest Home Savings Bank (the "Savings Bank"). All significant intercompany items have been eliminated. 3. Earnings Per Share Basic earnings per share is computed based upon the weightedaverage shares outstanding during the period, less shares in the ESOP that are unallocated and not committed to be released. Weighted-average common shares outstanding, which gives effect to 30,054 unallocated ESOP shares, totaled 861,101 and 861,303 for the six and three month periods ended March 31, 1998. Weighted average common shares outstanding, which gives effect to 37,826 unallocated ESOP shares, totaled 897,031 for the six and three month periods ended March 31, 1997. Diluted earnings per share is computed taking into consideration common shares outstanding and dilutive potential common shares to be issued under the Corporation's stock option plan. Weighted- average common shares deemed outstanding for purposes of computing diluted earnings per share totaled 895,351 and 897,342 for the six and three month periods ended March 31, 1998, respectively and 902,832 and 906,830 for the six and three month periods ended March 31, 1997, respectively. 4. Effects of Recent Accounting Pronouncements In June 1996, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", that provides accounting guidance on transfers of financial assets, servicing of financial assets, and extinguishment of liabilities. SFAS No. 125 introduces an approach to accounting for transfers of financial assets that provides a means of dealing with more complex transactions in which the seller disposes of only a partial interest in the assets, retains rights or obligations, makes use of special purpose entities in transaction, or otherwise has continuing involvement with the transferred assets. The new accounting method, the financial components approach, provides that the carrying amount of the financial assets transferred be allocated to components of the transaction based on their relative fair values. SFAS No. 125 provides criteria for determining whether control of assets has been relinquished and whether a sale has occurred. If the transfer does not qualify as a sale, it is accounted for as a secured borrowing. Transactions subject to the provisions of SFAS No. 125 include, among others, transfers involving repurchase agreements, securitizations of financial assets, loan participations, factoring arrangements, and transfers of receivables with recourse. An entity that undertakes an obligation to service financial assets recognizes either a servicing asset or liability for the servicing contract (unless related to a securitization of assets, and all the securitized assets are retained and classified as held-to-maturity). A servicing asset or liability that is purchased or assumed is initially recognized at its fair value. Servicing assets and liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss and are subject to subsequent assessments for impairment based on fair value. SFAS No. 125 provides that a liability is removed from the balance sheet only if the debtor either pays the creditor and is relieved of its obligation for the liability or is legally released from being the primary obligor. SFAS No. 125 is effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1997, and is to be applied prospectively. Earlier or retroactive application is not permitted. Management adopted SFAS No. 125 effective January 1, 1998, as required, without material effect on the Corporation's consolidated financial position or results of operations. In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. SFAS No. 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. It does not require a specific format for that financial statement but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. SFAS No. 130 requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. SFAS No. 130 is effective for fiscal years beginning after December 15, 1997. Reclassification of financial statements for earlier periods provided for comparative purposes is required. SFAS No. 130 is not expected to have a material impact on the Corporation's financial statements. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 significantly changes the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about reportable segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas and major customers. SFAS No. 131 uses a "management approach" to disclose financial and descriptive information about the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. For many enterprises, the management approach will likely result in more segments being reported. In addition, SFAS No. 131 requires significantly more information to be disclosed for each reportable segment than is presently being reported in annual financial statements and also requires that selected information be reported in interim financial statements. SFAS No. 131 is effective for fiscal years beginning after December 15, 1997. SFAS No. 131 is not expected to have a material impact on the Corporation's financial statements. Forward-Looking Statements In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, the Corporation's operations and the Corporation's actual results could differ significantly from those discussed in the forwardlooking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and the Corporation's market area generally. Some of the forward-looking statements included herein are the statements regarding management's determination of the amount and adequacy of the allowance for losses on loans, the effect of the year 2000 on certain information technology systems and the effect of certain recent accounting pronouncements on results of operations and financial position. Discussion of Financial Condition Changes from September 30, 1997 to March 31, 1998 At March 31, 1998, the Corporation had total assets of $90.9 million, a decrease of $3.0 million, or 3.1%, from September 30, 1997. The decrease in assets resulted primarily from a $4.0 million decrease in advances from the Federal Home Loan Bank, which was partially offset by a $1.2 million increase in deposits. Cash and due from banks, federal funds sold, interest-bearing deposits in other financial institutions and investment securities decreased by $4.3 million, to a total of $9.0 million at March 31, 1998. The decline in liquid assets was the result of $2.0 million in maturities of investment securities and use of excess funds to purchase higher yielding mortgage-backed securities. Mortgage-backed securities increased by $1.1 million, or 3.3%, to a total of $33.5 million at March 31, 1998, as compared to $32.5 million at September 30, 1997. Purchases of $12.4 million during the fiscal 1998 six month period exceeded principal repayments and sales of $11.1 million and $343,000, respectively. During the most recent quarter, management purchased $5.0 million of long term adjustable rate mortgage-backed securities with a yield of 6.43%. Such purchases were funded with proceeds from Federal Home Loan Bank advances. Proceeds from repayments of mortgagebacked securities were utilized to repay advances from the Federal Home Loan Bank, as such securities were matched with these advances in leveraged purchase transactions during fiscal 1998 and 1997. The other $7.4 million of securities purchased during the six month period reflects management's decision to redeploy excess liquidity into higher-yielding investments. Loans receivable decreased by $117,000, or .3%, as loan disbursements of $5.2 million were exceeded by principal repayments of $5.3 million. Loan origination volume during the 1998 period exceeded that of the 1997 period by $1.3 million, or 34.2%. Growth in loan originations year to year consisted primarily of loans secured by one- to four-family residential real estate. The Savings Bank's allowance for loan losses totaled $121,000 at March 31, 1998, and $115,000 at September 30, 1997. The allowance for loan losses is evaluated by management based upon an assessment of current and anticipated economic conditions applied to the loan portfolio, as well as, evaluating the quality of the portfolio. At March 31, 1998, the Corporation had $213,000 in nonperforming loans, as compared to $95,000 in nonperforming loans at September 30, 1997. Although management believes that its allowance for loan losses at March 31, 1998, was adequate based on the available facts and circumstances, there can be no assurance that additions to such allowance will not be necessary in future periods, which could adversely affect Harvest Home's results of operations. Deposits totaled $59.9 million at March 31, 1998, an increase of $1.2 million, or 2.0%, over the $58.8 million of deposits outstanding at September 30, 1997. The increase reflects managements continuing efforts to maintain a moderate rate of growth through marketing and pricing strategies. Advances from the Federal Home Loan Bank decreased by $4.0 million, or 16.8%, during the current period as repayments totaling $18.5 million were partially offset by $14.5 million in new borrowings. The net repayments resulted from prepayments received on mortgage-backed securities which had been matched with such advances at inception. During the current quarter, management elected to refinance $11.5 million in advances at a rate of 5.15% in an effort to reduce costs of funds. The Savings Bank is subject to risk-based capital ratio guidelines implemented by the Federal Deposit Insurance Corporation ("FDIC"). The guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations. Risk-based capital ratios are determined by allocating assets and specified off-balance sheet commitments to four risk- weighted categories, with higher levels of capital being required for the categories perceived as representing greater risk. These guidelines divide the Savings Bank's capital into two tiers. The first tier ("Tier 1") includes common equity, certain non-cumulative perpetual preferred stock (excluding auction rate issues) and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets (except mortgage servicing rights and purchased credit card relationships, subject to certain limitations). Supplementary ("Tier II") capital includes, among other items, cumulative perpetual and long- term limited-life preferred stock, mandatory convertible securities, certain hybrid capital instruments, term subordinated debt and the allowance for loan losses, subject to certain limitations, less required deductions. Savings banks are required to maintain a total risk-based capital ratio of 8%, of which 4% must be Tier 1 capital. The FDIC may, however, set higher capital requirements when particular circumstances warrant. Savings banks experiencing or anticipating significant growth are expected to maintain capital ratios, including tangible capital positions, well above the minimum levels. In addition, the FDIC established guidelines prescribing a minimum Tier 1 leverage ratio (Tier 1 capital to adjusted total assets as specified in the guidelines). These guidelines provide for a minimum Tier 1 leverage ratio of 3% for savings banks that meet certain specified criteria, including that they have the highest regulatory rating and are not experiencing or anticipating significant growth. All other savings banks are required to maintain a Tier 1 leverage ratio of 3% plus an additional cushion of at least 100 to 200 basis points. As of March 31, 1998, the Savings Bank's regulatory capital substantially exceeded all minimum capital requirements. Comparison of Operating Results for the Six Month Periods Ended March 31, 1998 and 1997 General Net earnings for the six months ended March 31, 1998 totaled $251,000, a decrease of $69,000, or 21.6%, from the $320,000 of net earnings recorded for the six months ended March 31, 1997. The decrease in earnings resulted primarily from a $102,000 increase in general, administrative and other expense and a $15,000 decrease in net interest income, which were partially offset by a $50,000 decrease in the federal income tax provision. Net Interest Income Interest income on loans for the six months ended March 31, 1998 increased by $94,000, or 5.6%. The increase was primarily due to a $1.9 million increase in the average portfolio balance outstanding, coupled with an increase in the yield of approximately 8 basis points year to year, to 7.93% for the six month period ended March 31, 1998. Interest income on mortgagebacked securities increased by $316,000, or 43.8%, due primarily to a $9.3 million increase in average portfolio balance outstanding year to year. Interest income on investment securities and other interest-earning assets decreased by $28,000, or 6.2%. This decrease was primarily the result of a decrease in average yields available on short term deposits year to year. Interest expense on deposits increased by $104,000, or 7.6%, during the six months ended March 31, 1998. This increase was due primarily to a $1.9 million increase in the average balance outstanding, coupled with a 20 basis point increase in the average cost of deposits, from 4.74% in fiscal 1997 to 4.94% in fiscal 1998. Interest expense on borrowings increased by $293,000, or 82.3%, as a result of the increase in the average outstanding balance of advances from the Federal As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $15,000, or 1.3%, during the six months ended March 31, 1998, as compared to the six months ended March 31, 1997. Provision for Losses on Loans A provision for losses on loans is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Savings Bank, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Savings Bank's market area, and other factors related to the collectibility of the Savings Bank's loan portfolio. As a result of such analysis management recorded a $6,000 and $3,000 provision for losses on loans during the six month periods ended March 31, 1998 and 1997, respectively. There can be no assurance that the allowance for loan losses of the Savings Bank will be adequate to cover losses on nonperforming assets in the future. Other Income Other income totaled $37,000 for the six months ended March 31, 1998, an increase of $1,000, or 2.8%, over the comparable six month period in fiscal 1997. This increase reflects a marginal change in service charges and other fees year to year. General, Administrative and Other Expense General, administrative and other expense increased by $102,000, or 14.8%, during the six months ended March 31, 1998, to a total of $789,000, as compared to the $687,000 total reported for the same period in 1997. This increase was primarily the result of a $76,000, or 20.1%, increase in employee compensation and benefits, a $17,000, or 13.1%, increase in occupancy and equipment, and a $9,000 increase in federal deposit insurance premiums. The increase in employee compensation and benefits resulted primarily from increased costs related to stock benefit plans and normal merit increases year to year. The increase in occupancy and equipment was due primarily to an increase in data processing costs. The increase in federal deposit insurance premiums resulted from the realization of a premium credit which offset expense in the fiscal 1997 period, following the Savings Association Insurance Fund recapitalization assessment. Federal Income Taxes The provision for federal income taxes decreased by $50,000, or 30.3%, during the six months ended March 31, 1998, due primarily to a decrease in earnings before income taxes of $119,000, or 24.5%. The Corporation's effective tax rates amounted to 31.4% and 34.0% for the six months ended March 31, 1998 and 1997, respectively. General Net earnings for the three months ended March 31, 1998, totaled $127,000, a decrease of $36,000, or 22.1%, from the comparable quarter in fiscal 1997. The decrease in net earnings resulted primarily from a $20,000 decrease in net interest income and a $51,000 increase in general, administrative and other expense, which were partially offset by a $2,000 increase in other income and a $33,000 decrease in the federal income tax provision. Net Interest Income Interest income on loans totaled $889,000 for the three months ended March 31, 1998, an increase of $58,000, or 7.0%, due primarily to a $1.6 million increase in the weighted-average portfolio balance outstanding, coupled with an increase in yield of approximately 28 basis points, to 7.95% for the quarter ended March 31, 1998. Interest income on mortgage-backed securities increased by $88,000, or 20.8%, due to an increase in the weighted average portfolio balance outstanding year to year. Interest income on investment securities and other interestearning assets decreased by $13,000, or 6.0%. This decrease was primarily the result of a decrease in yields available on short term deposits year to year, coupled with a decrease in the weighted-average portfolio balance outstanding year to year. Interest expense on deposits and borrowings increased by $153,000, or 17.3%, during the three months ended March 31, 1998. This increase was primarily the result of a $2.5 million increase in the weighted-average balance of deposits outstanding and an increase in cost of deposits of approximately 14 basis points, to 4.84% in the quarter ended March 31, 1998, coupled with an increase in the weighted average portfolio balance of Federal Home Loan Bank advances outstanding year to year. As a result of the foregoing changes in interest income and interest expense, net interest income decreased by $20,000, or 3.4%, during the three months ended March 31, 1998, as compared to the three months ended March 31, 1997. Other Income Other income totaled $15,000 for the three months ended March 31, 1998, an increase of $2,000 over the comparable 1997 quarter. This increase was due primarily to an increase in service charges and other fees year to year. General, Administrative and Other Expense General, administrative and other expense increased by approximately $51,000, or 14.5%, during the three months ended March 31, 1998, as compared to 1997. This increase was primarily the result of a $38,000, or 19.0%, increase in employee compensation and benefits and a $7,000, or 10.1%, increase in occupancy and equipment expense. The increase in employee compensation and benefits resulted primarily and increased costs associated with stock benefit plans year to year. Federal Income Taxes The provision for federal income taxes decreased by $33,000, or 39.3%, during the three months ended March 31, 1998, due primarily to a decrease in earnings before income taxes of $69,000, or 27.9%. The Corporation's effective tax rates amounted to 28.7% and 34.0% during the three months ended March 31, 1998 and 1997, respectively. Other Matters As with all providers of financial services, the Corporation's operations are heavily dependent on information technology systems. The Corporation is addressing the potential problems associated with the possibility that the computers that control or operate the Corporation's information technology system and infrastructure may not be programmed to read four-digit date codes and, upon arrival of the year 2000, may recognize the two-digit code "00" as the year 1900, causing systems to fail to function or to generate erroneous data. The Corporation is working with the companies that supply or service its information technology systems to identify and remedy any year 2000 related problems. As of the date of this Form 10-QSB, the Corporation has not identified any specific expenses that are reasonably likely to be incurred by the Corporation in connection with this issue and does not expect to incur significant expense to implement the necessary corrective measures. No assurance can be given, however, that significant expense will not be incurred in future periods. In the event that the Corporation is ultimately required to purchase replacement computer systems, programs and equipment, or incur substantial expense to make the Corporation's current systems, programs and equipment year 2000 compliant, the Corporation's net earnings and financial condition could be adversely affected. In addition to possible expense related to its own systems, the Corporation could incur losses if loan payments are delayed due to year 2000 problems affecting any major borrowers in the Corporation's primary market area. Because the Corporation's loan portfolio is highly diversified with regard to individual borrowers and types of businesses and the Corporation's primary market area is not significantly dependent upon one employer or industry, the Corporation does not expect any significant or prolonged difficulties that will affect net earnings or cash flow. PART II ITEM 1. Legal Proceedings Not applicable ITEM 2. Changes in Securities and Use of Proceeds Not applicable ITEM 3. Defaults Upon Senior Securities Not applicable ITEM 4. Submission of Matters to a Vote of Security Holders None. ITEM 5. Other Information None ITEM 6. Exhibits and Reports on Form 8-K Reports on Form 8-K: None. Exhibits: 27.1 Financial Data Schedule for the six month period ended March 31, 1998. 27.2 Restated Financial Data Schedule for the six month period ended March 31, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 11, 1998 By: John E. Rathkamp President, Chief Executive Officer and Secretary Date: May 11, 1998 By: Dennis J. Slattery Executive Vice President, Treasurer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 11, 1998 By: /s/John E. Rathkamp John E. Rathkamp President, Chief Executive Officer and Secretary Date: May 11, 1998 By: /s/Dennis J. Slattery Dennis J. Slattery Executive Vice President,Treasurer