================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10Q (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998. OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-26570 Harrodsburg First Financial Bancorp, Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 61-1284899 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 104 South Chiles Street, Harrodsburg, Kentucky 40330-1620 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (606) 734-5452 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days. Yes X No As of August 5, 1998, 1,926,343 shares of the registrant's common stock were issued and outstanding. ================================================================================ Page 1 of 16 Pages Exhibit Index at Page N/A ---- CONTENTS PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 1998 (unaudited) and September 30, 1997..............................................................................3 Consolidated Statements of Income for the Three-Month Periods Ended June 30, 1998 and 1997 (unaudited) and the Nine-Month Periods Ended June 30, 1998 and 1997 (unaudited)................................................4 Consolidated Statements of Cash Flows for the Nine-Month Periods Ended June 30, 1998 and 1997 (unaudited)..............................................................5 Notes to Consolidated Financial Statements.........................................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................................................................8 PART II. OTHER INFORMATION Item 1. Legal Proceedings.................................................................................15 Item 2. Changes in Securities.............................................................................15 Item 3. Defaults Upon Senior Securities...................................................................15 Item 4. Submission of Matters to a Vote of Security Holders...............................................15 Item 5. Other Information.................................................................................15 Item 6. Exhibits and Reports on Form 8-K..................................................................15 SIGNATURES 2 HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS --------------------------- As of As of June 30, September 30, ASSETS 1998 1997 ------------------ ----------- (unaudited) Cash and due from banks $ 627,345 $ 739,782 Interest bearing deposits 8,787,183 11,881,011 Certificates of deposit 600,000 Available-for-sale securities 3,627,954 2,717,352 Held-to-maturity securities 11,120,524 11,064,606 Loans receivable, net 83,232,879 81,261,278 Accrued interest receivable 682,889 641,324 Premises and equipment, net 869,996 656,197 Other assets 84,519 76,771 ------------ ------------ Total assets $109,033,289 $109,638,321 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 78,519,521 $ 78,629,205 Advance payments by borrowers for taxes and insurance 51,145 66,070 Income taxes payable 1,476,221 1,003,636 Other liabilities 52,685 166,587 ------------ ------------ Total liabilities 80,099,572 79,865,498 ------------ ------------ Stockholders' equity: Common stock, $0.10 par value, 5,000,000 shares authorized; 2,182,125 shares issued and outstanding 218,213 218,213 Additional paid-in capital 21,137,692 21,077,238 Retained earnings, substantially restricted 11,026,348 11,037,504 Net unrealized appreciation on available-for-sale securities, net of deferred income taxes 2,344,631 1,743,634 Treasury stock, 251,682 and 157,369 shares at cost as of June 30, 1998 and September 30, 1997, respectively (4,370,097) (2,790,826) Unallocated employee stock ownership plan (ESOP) shares (1,423,070) (1,512,940) ------------ ------------ Total stockholders' equity 28,933,717 29,772,823 ------------ ------------ Total liabilities and stockholders' equity $109,033,289 $109,638,321 ============= ============ See accompanying notes to consolidated financial statements. 3 HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) --------------------------- For the Three-Month Periods For the Nine-Month Periods Ended June 30, Ended June 30, -------------------------------- ------------------------------ 1998 1997 1998 1997 -------------- ------------- ------------- --------- Interest income: Interest on loans $1,646,267 $1,575,061 $4,926,099 $4,662,224 Interest and dividends on securities 193,814 198,848 584,874 580,301 Other interest income 106,121 161,381 342,879 505,158 ---------- ---------- ---------- ---------- Total interest income 1,946,202 1,935,290 5,853,852 5,747,683 ---------- ---------- ---------- ---------- Interest expense: Interest on deposits 969,736 960,804 2,914,647 2,849,361 ---------- ---------- ---------- ---------- Net interest income 976,466 974,486 2,939,205 2,898,322 Provision for loan losses 15,000 11,000 90,000 11,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 961,466 963,486 2,849,205 2,887,322 ---------- ---------- ---------- ---------- Non-interest income: Loan and other service fees, net 25,498 22,280 65,579 54,021 Other 4,292 5,070 17,894 13,757 ---------- ---------- ---------- ---------- Total non-interest income 29,790 27,350 83,473 67,778 ---------- ---------- ---------- ---------- Non-interest expense: Compensation and benefits 241,201 232,040 704,815 686,658 Occupancy expenses, net 33,286 32,320 104,609 94,392 Federal and other insurance premiums 12,585 13,363 38,780 65,468 Data processing expenses 30,815 24,212 85,905 75,762 State franchise tax 23,819 23,587 71,225 71,317 Other operating expenses 77,858 89,826 264,621 297,069 ---------- ---------- ---------- ---------- Total non-interest expense 419,564 415,348 1,269,955 1,290,666 ---------- ---------- ---------- ---------- Income before income tax expense 571,692 575,488 1,662,723 1,664,434 Income tax expense 194,377 196,994 565,327 570,047 ---------- ---------- ---------- ---------- Net income $ 377,315 $ 378,494 $1,097,396 $1,094,387 ========== ========== ========== ========== Earnings per common share $ 0.21 $ 0.20 $ 0.60 $ 0.58 ========== ========== ========== ========== Earnings per common share assuming dilution $ 0.21 $ 0.20 $ 0.60 $ 0.58 ========== ========== ========== ========== See accompanying notes to consolidated financial statements. 4 HARRODSBURG FIRST FINANCIAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) --------------------------- For the Nine-Month Periods Ended June 30, 1998 1997 ------------- ------------ Cash flows from operating activities: Net income $ 1,097,396 $ 1,094,387 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 90,000 11,000 Amortization of investment premium 1,515 753 Gain on sale of fixed assets (5,394) ESOP benefit expense 150,323 145,103 Provision for depreciation 53,197 48,219 Amortization of loan fees (45,221) (31,672) FHLB stock dividend (70,700) (64,300) Change in: Interest receivable (41,565) 64,456 Interest payable (270) 756 Accrued liabilities (113,632) (569,805) Prepaid expense (7,748) 58,036 Income taxes payable 162,984 129,679 ------------ ------------ Net cash provided by operating activities 1,270,885 886,612 ------------ ------------ Cash flows from investing activities: Net (increase) decrease in loans (2,016,380) (2,695,703) Maturity of certificates of deposit 600,000 2,500,000 Purchase of held-to-maturity securities (1,500,000) (1,000,885) Maturity of securities held-to-maturity 1,500,000 Principle repayments - mortgage back securities 13,267 29,616 Purchase of fixed assets (266,996) (24,656) Sale of fixed assets 5,394 ------------ ------------ Net cash provided (used) by investing activities (1,664,715) (1,191,628) ------------ ------------ Cash flows from financing activities: Net increase (decrease) in demand deposits, NOW accounts and savings accounts (62,819) (130,697) Net increase (decrease) in certificates of deposit (46,865) 1,589,700 Net increase (decrease) in custodial accounts (14,925) (18,269) Purchase of treasury stock (1,579,271) (2,001,331) Payment of dividends (1,108,555) (1,059,468) ------------ ------------ Net cash provided (used) by financing activities (2,812,435) (1,620,065) ------------ ------------ Increase (decrease) in cash and cash equivalents (3,206,265) (1,925,081) Cash and cash equivalents, beginning of period 12,620,793 15,064,677 ------------ ------------ Cash and cash equivalents, end of period $ 9,414,528 $ 13,139,596 ============ ============ Supplemental Disclosures Cash payments for: Interest on deposits $ 2,914,917 $ 2,848,605 ============ ============ Income taxes $ 490,000 $ 385,000 ============ ============ See accompanying notes to consolidated financial statements. 5 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation Harrodsburg First Financial Bancorp (the "Company") was formed at the direction of First Federal Savings Bank of Harrodsburg (the "Bank") to become the holding company of the Bank upon the conversion of the Bank from mutual to stock form (the "Conversion"). The Company's sole business is to serve as a holding company for the Bank. Accordingly, the financial statements and discussions herein include both the Company and the Bank. The Company was incorporated at the direction of the Board of Directors of the Bank in June 1995. On September 29, 1995, the Bank converted from mutual to stock form as a wholly owned subsidiary of the Company. In conjunction with the Conversion, the Company issued 2,182,125 shares of its common stock to the public. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for fair presentation have been included. The results of operations and other data for the three and nine month periods ended June 30, 1998 are not necessarily indicative of results that may be expected for the entire fiscal year ending September 30, 1998. 2. Earnings Per Share Earnings per common share for the three and nine month periods ended June 30, 1998 amounted to $0.21 per share and $0.60 per share, based on weighted average common shares outstanding of 1,798,903 and 1,820,734, respectively. Earnings per common share assuming dilution for the three and nine month periods ended June 30, 1998 amounted to $0.21 per share and $0.60 per share, based on weighted average common shares outstanding after dilutive effect of 1,801,515 and 1,822,972, respectively. Earnings per common share for the three and nine month periods ended June 30, 1997 amounted to $0.20 per share and $0.58 per share, based on weighted average common stock shares outstanding of 1,869,800 and 1,894,989, respectively. For the three and nine months periods ended June 30, 1997, there were no common stock equivalents, which had a dilutive effect on earnings. 3. Dividends On March 16, 1998, the Board of Directors of the Company authorized the payment of a cash dividend of $.20 per share to all shareholders of record on March 31, 1998 payable on April 15, 1998. The total dividends paid by the Company for the nine months ended June 30, 1998 amounted to $1,108,555. 4. Treasury Stock Pursuant to the stock repurchase plan approved by the Board of Directors of the Company on September 15, 1997, the Company repurchased a total of 16,700 shares at a total price of $270,975 during the three months ended June 30, 1998. During the nine months ended June 30, 1998, a total of 94,313 shares has been repurchased at a total price of $1,579,271. 6 5. Possible Year 2000 Computer Program Problems A great deal of information has been disseminated about the global computer crash that may occur in the year 2000. Many computer programs that can only distinguish the final two digits of the year entered (a common programming practice in earlier years) are expected to read entries for the year 2000 as the year 1900 and compute payment, interest, or delinquency based on the wrong date or are expected to be unable to compute payment, interest, or delinquency. Rapid and accurate data processing is essential to the operations of the Company. Data processing is also essential to most other financial institutions and many other companies. All of the material data processing applications of the Company that could be affected by this problem are provided by a third party service bureau. The service bureau used by the Company has advised the Company that it expects to resolve this potential problem before the year 2000. However, if the service bureau is unable to resolve this problem in time, the Company would likely experience significant data processing delays, mistakes, and failures. These delays, mistakes, and failures could have a significant adverse impact on the financial condition and results of operations of the Company. 7 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations for the Three Months Ended June 30, 1998 and 1997 Net Income Net income decreased by $1,000 or .3% for the three months ended June 30, 1998 as compared to the same period in 1997. The net decrease of $1,000 was due to an increase of $4,000 in the provision for loan losses plus a $4,000 increase in non-interest expenses offset by a $2,000 increase in net interest income, a $2,000 increase in non-interest income and a $3,000 decrease in income tax expense. Interest Income Interest income was $1.9 million, or 7.3% of average interest-earning assets, for the quarter ended June 30, 1998 as compared to $1.9 million, or 7.2% of average interest-earning assets, for the quarter ended June 30, 1997. Interest income increased by $11,000 or .6% from 1997 to 1998. The increase in interest income was due to a $323,000 increase in the average balance of interest-earning assets during the quarter ended June 30, 1998 compared to the quarter ended June 30, 1997 plus an increase of 2 basis points in the average rate earned. Interest Expense Interest expense was $970,000, or 4.9% of average interest-bearing deposits, for the quarter ended June 30, 1998 as compared to $961,000, or 4.9% of average interest-bearing deposits, for the corresponding period in 1997. Interest expense increased by $9,000 or .9% from 1997 to 1998. The increase in interest expense was due primarily to a 3 basis point increase in the average rate paid on the deposits during the period ended June 30, 1998 compared to the corresponding period in 1997. Provision for Loan Losses The provision for loan losses during the quarter ended June 30, 1998 amounted to $15,000 as compared to $11,000 for the corresponding period in 1997. Management considers many factors in determining the necessary level of the allowance for loan losses, including an analysis of specific loans in the portfolio, estimated value of the underlying collateral, assessment of general trends in the real estate market, delinquency trends, prospective economic and regulatory conditions, inherent loss in the loan portfolio, and the relationship of the allowance for loan losses to outstanding loans. At June 30, 1998 the allowance for loan losses represented .48% of total loans compared to .38% at June 30, 1997. There can be no assurance that management will not decide to increase the allowance for loan losses or that regulators, when reviewing the Bank's loan portfolios in the future, will not request the Bank to increase such allowance, either of which could adversely affect bank earnings. Further, there can be no assurance that the Bank's actual loan losses will not exceed its allowance for loan losses. Non-Interest Income Non-interest income amounted to $29,000 and $27,000 for the quarter ended June 30, 1998 and 1997, respectively. The largest item in non-interest income is service fees on loan and deposit accounts, which amounted to $25,000 and $22,000 for the quarter ended June 30, 1998 and 1997, respectively. The increase 8 in non-interest income of $2,000 was primarily due to the increase in income from late fees on delinquent loans plus an increase in service fees on deposit transaction accounts. Non-Interest Expense Non-interest expense increased $4,000 or 1.0% to $419,000 for the quarter ended June 30, 1998 compared to $415,000 for the comparable period in 1997. Non-interest expense was 1.5% of average assets for both periods. The increase of $4,000 was primarily due to an increase in compensation and benefits of $9,000 and an increase of $7,000 in all other non-operating expense classifications offset by a decrease of $12,000 in other operating expenses. Income Taxes The provision for income tax expense amounted to $194,000 and $197,000 for the quarters ended June 30, 1998 and 1997, respectively, which as a percentage of income before income tax expense amounted to 34.0% for 1998 and 34.2% for 1997. Results of Operations for the Nine Months Ended June 30, 1998 and 1997 Net Income Net income increased by $3,000 or .3% for the nine month period ended June 30, 1998 as compared to the same period in 1997. The net increase of $3,000 was due to an increase of $41,000 in net interest income, an increase of $15,000 in non-interest income, a $21,000 decrease in non-interest expense, and a $5,000 decrease in income tax expense offset by an increase of $79,000 in the provision for loan losses for the nine month period ended June 30, 1998 compared to the same period in 1997. Interest Income Interest income was $5.9 million, or 7.3% of average interest-earning assets for the nine month period ended June 30, 1998 compared to $5.7 million, or 7.2% of average-earning assets for the nine month period ended June 30, 1997. Interest income increased by $106,000 or 1.8% from 1997 to 1998. The increase in interest income was due to a $700,000 increase in the average balance of interest-earning assets during the nine month period ended June 30, 1998 compared to the nine month period ended June 30, 1997, and an increase of 8 basis points in the average rate earned in the 1998 period compared to the 1997 period. Interest Expense Interest expense was $2.9 million, or 5.0% of average interest-bearing deposits, for the nine month period ended June 30, 1998 as compared to $2.8 million, or 4.9% of average interest-bearing deposits, for the corresponding period in 1997. Interest expense increased by $65,000 or 2.3% from 1997 to 1998. The increase in interest expense was due primarily to a 8 basis point increase in the average rate paid on the deposits ended June 30, 1998 compared to the corresponding period in 1997. Provision for Loan Losses The provision for loan losses during the nine month period ended June 30, 1998 amounted to $90,000 as compared to $11,000 for the corresponding period in 1997. Management considers many factors in determining 9 the necessary level of the allowance for loan losses, including an analysis of specific loans in the portfolio, estimated value of the underlying collateral, assessment of general trends in the real estate market, delinquency trends, prospective economic and regulatory conditions, inherent loss in the loan portfolio, and the relationship of the allowance for loan losses to outstanding loans. Non-Interest Income Non-interest income amounted to $83,000 and $68,000 for the nine month period ended June 30, 1998 and 1997, respectively. The largest item in non-interest income is service fees on loan and deposit accounts, which amounted to $66,000 and $54,000 for the nine month period ended June 30, 1998 and 1997, respectively. The increase in non-interest income of $15,000 was primarily due to the increase in income from late fees on delinquent loans plus an increase in deposit transaction service fees. Non-Interest Expense Non-interest expense decreased $21,000 or 1.6% for the nine month period ended June 30, 1998 compared to the comparable period in 1997. Non-interest expense was 1.6% of average assets for both periods. The decrease of $21,000 was due primarily to an increase in compensation and benefits of $18,000, an increase in data processing expenses of $10,000 plus an increase of $10,000 in occupancy expense offset by a decrease in other operating expense of $32,000 and a decrease of $27,000 in federal and other insurance premiums. The increase of $18,000 in compensation and benefits was primarily due to normal salary increases and an increase related to the employee stock option plan due to the increase in the average price of the stock. The decrease in other operating expenses relates primarily to decreases in franchise taxes and legal fees. The decrease of $27,000 in federal and other insurance premiums was the result of the reduction of the insurance assessment rate on the Bank's deposits after the special assessment on September 30, 1996 to recapitalize the Savings Association Insurance Fund. Income Taxes The provision for income tax expense amounted to approximately $565,000 and $570,000 for the nine month period ended June 30, 1998 and 1997, respectively, which as a percentage of income before income tax expense amounted to a 34.0% for 1998 and 34.2% for 1997. 10 Non-Performing Assets The following table sets forth information with respect to the Bank's non-performing assets at the dates indicated. No loans were recorded as restructured loans within the meaning of SFAS No. 15 at the dates indicated. June 30, September 30, 1998 1997 ------------- ------------- (amounts in thousands) Loans accounted for on a non-accrual basis:1 Real Estate: Residential $ -- $ -- ------------- ------------- Total...................................................... -- -- ------------- ------------- Accruing loans which are contractually past due 90 days or more: Real Estate: Residential.................................................. 426 387 Other........................................................ 100 73 Commercial................................................... -- -- Consumer....................................................... 74 60 ------------- ------------- Total...................................................... 600 520 ============= ============= Total of non-accrual and 90 day past due loans............... $ 600 $ 520 ============= ============= Percentage of net loans........................................... .72% .64% ============= ============= Other non-performing assets2...................................... $ -- $ -- ============= ============= - ---------- 1 Non-accrual status denotes any loan past due 90 days and whose loan balance, plus accrued interest exceeds 90% of the estimated loan collateral value. Payments received on a non-accrual loan are either applied to the outstanding principal balance or recorded as interest income, or both, depending on assessment of the collectibility of the loan. 2 Other non-performing assets represent property acquired by the Bank through foreclosure. This property is carried at the lower of its fair market value or the principal balance of the related loan, whichever is lower. At June 30, 1998, the Bank did not have any loans in non-accrual status. Accordingly, all income earned for the nine months ended June 30, 1998 on the loans in the table above has been included in income. At June 30, 1998, there were no loans identified by management, which were not reflected in the preceding table, but as to which known information about possible credit problems of borrowers caused management to have serious doubts as to the ability of the borrowers to comply with present loan repayment terms. 11 Financial Condition The Company's consolidated assets decreased approximately $605,000 or .5% to $109.0 million at June 30, 1998 compared to $109.6 million at September 30, 1997. The net decrease of $605,000 was due primarily to a decrease of $3.8 million in cash, interest-bearing deposits and certificates of deposit offset by a $1.0 million increase in investment securities, a $2.0 million increase in loans receivable, and a $200,000 net increase in premises and equipment. The Company's investment portfolio increased approximately $1.0 million. Securities classified as available-for-sale and recorded at market value per SFAS No. 115 increased $910,000 due solely to the increase in market value of such securities. Held-to-maturity securities increased only $55,000 as the purchase of two $500,000 FHLB bonds and a $500,000 FNMA bond was offset by the call of three $500,000 bonds. Under SFAS No. 115, unrealized gains or losses on available-for-sale securities are recorded net of deferred income tax as a separate component of stockholders' equity. At June 30, 1998, the Company included net unrealized gains of approximately $2,345,000 in stockholders' equity. At September 30, 1997, the Company included net unrealized gains of approximately $1,744,000 in stockholders' equity. Per SFAS No. 115, such gains or losses will not be reflected as a charge or credit to earnings until the underlying gains or loss, if any, is actually realized at the time of sale. Loans receivable increased by $2.0 million, or 2.4% from $81.2 million at September 30, 1997 to $83.2 million at June 30, 1998, as management continued its efforts to be competitive in meeting the local demand in the Bank's market area. Premises and equipment increased $214,000, or 32.6%, from $656,000 at September 30, 1997 to $870,000 at June 30, 1998. The increase was primarily due to the purchase of a lot in Lawrenceburg, Kentucky. The Company intends to open an additional branch in that area. Stockholders' equity decreased by $839,000 to $28.9 million as of June 30, 1998. The net decrease of $839,000 is due to a decrease of $1.6 million from the purchase of Treasury Stock and the declaration of dividends totaling $1.1, offset in part by net income of $1.1 million, an increase of $601,000 in net unrealized appreciation on investments held-for-sale and an increase of $150,000 related to the release of ESOP shares from collateral during the nine months ended June 30, 1998. 12 The following summarizes the Bank's capital requirements and position at June 30, 1998 and September 30, 1997. June 30 September 30 1998 1997 ------------------------------- ------------------------------ (Dollars in Thousands) Amount Percent Amount Percent ------ ------- ------ ------- Core capital .......................... $ 24,557 22.3% $ 23,392 21.3% Core capital requirement............... 4,221 4.0% 3,210 3.0% -------------- -------------- ------------- -------------- Excess ................................ $ 20,336 18.3% $ 20,182 18.3% ============== ============== ============= ============== Tangible capital ...................... $ 24,557 43.2% $ 23,392 42.7% General valuation allowance............ 328 .5% 235 .4% -------------- -------------- ------------- -------------- Total capital (risk-based capital)..... 24,885 43.7% 23,627 43.1% Risk-based capital requirement......... 4,559 8.0% 4,387 8.0% -------------- -------------- ------------- -------------- Excess ................................ $ 20,326 35.7% $ 19,240 35.1% ============== ============== ============= ============== Liquidity The liquidity of the Company depends primarily on the dividends paid to it as the sole shareholder of the Bank. At June 30, 1998, the Bank could pay common stock dividends of approximately $12.7 million. The Bank's primary sources of funds are deposits and proceeds from principal and interest payments of loans. Additional sources of liquidity are advances from the FHLB of Cincinnati and other borrowings. At June 30, 1998, the Bank had no outstanding borrowings. The Bank has utilized and may in the future, utilize FHLB of Cincinnati borrowings during periods when management of the Bank believes that such borrowings provide a lower cost source of funds than deposit accounts and the Bank desires liquidity in order to help expand its lending operations. The Company's operating activities produced positive cash flows for the nine month periods ended June 30, 1998 and 1997. The Bank's most liquid assets are cash and cash-equivalents, which include investments in highly liquid, short-term investments. At June 30, 1998 and 1997, cash and cash equivalents totaled $9.4 million and $13.1 million, respectively. At June 30, 1998, the Bank had $41.8 million in certificates of deposits due within one year and $17.1 million due between one and three years. Management believes, based on past experience, that the Bank will retain much of the deposits or replace them with new deposits. At June 30, 1998, the Bank had $1.7 million in outstanding commitments to originate mortgages, excluding $1.3 million in approved but unused home equity lines of credit and $1.2 million in approved but unused lines of credit and letters of credit. The Bank intends to fund these commitments with short-term investments and proceeds from loan repayments. OTS regulations require that the Bank maintain specified levels of liquidity. Liquidity is measured as a ratio of cash and certain investments to withdrawable savings. The minimum level of liquidity required by regulation is presently 4.0%. During the third quarter of fiscal year 1998, the Bank satisfied all regulatory liquidity 13 requirements, and management believes that the liquidity levels maintained are adequate to meet potential deposit outflows, loan demand, and normal operations. Impact of Inflation and Changing Prices The consolidated financial statements and notes thereto presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations. Unlike most industrial companies, nearly all the assets and liabilities of the Company are monetary in nature. As a result, interest rates have a greater impact on the Company's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. 14 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................................None Item 2. Changes in Securities....................................................None Item 3. Defaults Upon Senior Securities..........................................None Item 4. Submission of Matters to a Vote of Security Holders......................None Item 5. Other Information........................................................None Item 6. Exhibits and Reports on Form 8-K No reports on Form 8-k were filed during the quarter ended June 30, 1998. The following exhibit is filed herewith: Exhibit 27...............................................................Financial Data Schedule 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Harrodsburg First Financial Bancorp, Inc. Date: August 5, 1998 ----------------------------------------- Jack Hood, President (Duly Authorized Officer) Date: August 5, 1998 ----------------------------------------- Teresa W. Noel, Treasurer (Principal Financial and Accounting Officer) 16