SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2000 ----------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number 0-29312 MONTGOMERY FINANCIAL CORPORATION (Exact Name of Small Business Issuer in its Charter) Indiana 35-1962246 ------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification Number) Incorporation or organization) 119 East Main Street Crawfordsville, Indiana 47933 ----------------------- ----- (Address of Principal Executive Offices) (Zip Code) (765) 362-4710 -------------- (Registrant's telephone number, including area code) Check here 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 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 January 31, 2001, there were 1,215,190 shares of the Registrant's common stock issued and outstanding. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Form 10-QSB Index Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statement of Financial Condition As of December 31, 2000 and June 30, 2000 3 Consolidated Condensed Statement of Income for the Three And Six Months Ended December 31, 2000 and 1999 4 Consolidated Condensed Statement of Cash Flows for the Six Months Ended December 31, 2000 and 1999 5 Consolidated Condensed Statement of Stockholders' Equity for the Six Months Ended December 31, 2000 7 Notes to Consolidated Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 17 Item 2. Changes in Securities 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Financial Condition (Unaudited) December 31, June 30, 2000 2000 --------------- ---------------- Assets Cash $ 453,279 $ 394,392 Short-term interest-bearing deposits 7,086,430 10,131,874 --------------- ---------------- Total cash and cash equivalents 7,539,709 10,526,266 Interest-bearing deposits 238,816 258,689 Investment securities available for sale 389,100 443,917 Loans 120,377,637 119,356,784 Allowance for loan losses (226,000) (226,000) --------------- ---------------- Net loans 120,151,637 119,130,784 Premises and equipment 3,288,064 3,236,258 Federal Home Loan Bank Stock 1,893,300 1,893,300 Foreclosed assets and real estate held for development, net 1,561,813 1,301,996 Interest receivable 908,822 951,010 Other assets 479,045 380,038 --------------- ---------------- Total assets $ 136,450,306 $ 138,122,258 =============== ================ Liabilities Deposits Noninterest bearing $ 5,043,587 $ 2,580,192 Interest bearing 94,170,392 88,926,339 --------------- ---------------- Total deposits 99,213,979 91,506,531 Federal Home Loan Bank advances 18,536,171 28,241,258 Interest payable 735,592 534,341 Other liabilities 1,011,520 859,417 --------------- ---------------- Total liabilities 119,497,262 121,141,547 --------------- ---------------- Stockholders' Equity Preferred stock, $.01 par value authorized and unissued - 2,000,000 shares Common stock, $.01 par value - 8,000,000 shares authorized; 1,220,190 and 1,244,790 issued 12,202 12,488 Paid-in capital 9,971,036 10,176,190 Retained earnings - substantially restricted 8,160,471 8,102,308 Unearned ESOP shares (1,013,670) (1,055,482) Unearned compensation (177,778) (199,633) Accumulated other comprehensive income (loss) 783 (55,120) --------------- ---------------- Total stockholders' equity 16,953,044 16,980,711 --------------- ---------------- Total liabilities and stockholders' equity $ 136,450,306 $ 138,122,258 =============== ================ See notes to Consolidated Condensed Financial Statements. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Income (Unaudited) Three Months Ended Six Months Ended December 31, December 31, ---------------------------- ---------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Interest and Dividend Income Loans $2,459,073 $2,291,716 $4,819,885 $4,529,093 Investment securities 3,978 4,491 9,496 12,037 Deposits with financial institutions 125,112 134,978 322,478 232,259 Dividend Income 40,452 36,635 80,905 65,680 ---------- ---------- ---------- ---------- Total interest and dividend income 2,628,615 2,467,820 5,232,764 4,839,069 ---------- ---------- ---------- ---------- Interest Expense Deposits 1,386,919 1,097,181 2,714,196 2,148,177 Federal Home Loan Bank advances 312,063 370,080 720,481 691,016 ---------- ---------- ---------- ---------- Total interest expense 1,698,982 1,467,261 3,434,677 2,839,193 ---------- ---------- ---------- ---------- Net Interest Income Provision for losses on loans 929,633 1,000,559 1,798,087 1,999,876 ---------- ---------- ---------- ---------- Net Interest Income After Provision for Losses on Loans 929,633 1,000,559 1,798,087 1,999,876 ---------- ---------- ---------- ---------- Other Income Service charges on deposit accounts 30,350 14,863 46,260 28,678 Gain on sale of investment securities 35,330 55,644 34,795 55,644 Real estate operations, net 4,682 13,093 10,885 18,794 Other income 18,568 11,408 32,526 19,637 ---------- ---------- ---------- ---------- Total other income 88,930 95,008 124,466 122,753 ---------- ---------- ---------- ---------- Other Expenses Salaries and employee benefits 477,382 423,416 896,568 789,739 Net occupancy expense 49,158 38,224 96,068 80,911 Equipment expense 55,869 57,487 111,535 118,306 Data processing expense 43,437 38,055 87,349 88,790 Deposit insurance expense 4,642 12,424 9,292 24,773 Advertising expense 12,279 20,847 32,452 45,991 Other expenses 164,426 161,433 316,160 316,851 ---------- ---------- ---------- ---------- Total other expenses 807,193 751,886 1,549,424 1,465,361 ---------- ---------- ---------- ---------- Income Before Income Tax 211,370 343,681 373,129 657,268 Income tax expense 92,615 148,235 147,500 270,460 ---------- ---------- ---------- ---------- Net Income $ 118,755 $ 195,446 $ 225,629 $ 386,808 ========== ========== ========== ========== Net Income Per Share: Basic $ 0.11 $ 0.16 $ 0.20 $ 0.30 Diluted $ 0.11 $ 0.16 $ 0.20 $ 0.29 Dividends Per Share $ 0.055 $ 0.055 $ 0.110 $ 0.110 See Notes to Consolidated Condensed Financial Statements. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Cash Flows (Unaudited) Six Months Ended December 31, --------------------------------- 2000 1999 ----------- ----------- Operating Activities Net income $ 225,629 $ 386,808 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 157,222 156,030 (Gain) loss on sale of securities available for sale (34,795) (55,644) ESOP stock amortization 39,377 39,390 Amortization of unearned compensation 20,177 10,636 Change In Interest receivable 42,188 (108,457) Interest payable 201,251 24,056 Other assets (99,007) 3,456 Other liabilities 114,980 156,819 ----------- ----------- Net cash provided by operating activities 667,022 613,094 ----------- ----------- Investing Activities Net change in interest bearing deposits 19,873 Proceeds from sale of securities available for sale 232,182 358,644 Purchase of securities available for sale (50,000) Net change in loans (1,337,794) (5,709,063) Additions to real estate owned and held for investment (56,874) (76,021) Proceeds from Real Estate Owned Sales 94,742 187,853 Purchases of premises and equipment (189,772) (469,152) Purchase of FHLB of Indianapolis stock (642,600) ----------- ----------- Net cash used by investing activities (1,287,643) (6,350,339) ----------- ----------- MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Cash Flows (Continued) Six Months Ended December 31, --------------------------------- 2000 1999 ----------- ----------- Financing Activities Net Change In Noninterest-bearing, interest-bearing demand and savings deposits $ 3,014,480 $ 4,433,645 Certificates of deposit 4,692,968 (240,771) Proceeds from FHLB advances and other borrowings 906,493 13,500,000 Repayment of FHLB advances and other borrowings (10,611,580) (3,740,811) Stock purchase (243,980) (1,630,436) Dividends paid (125,317) (145,972) ----------- ----------- Net cash provided by financing activities (2,365,936) 12,175,655 ----------- ----------- Net Change in Cash and Cash Equivalents (2,986,557) 6,438,410 Cash and Cash Equivalents, Beginning of Period 10,526,266 4,932,813 ----------- ----------- Cash and Cash Equivalents, End of Period $ 7,539,709 $11,371,223 =========== =========== Additional Cash Flow and Supplementary Information Interest Paid $ 3,233,426 $ 2,815,137 Income Tax Paid 165,000 277,824 Transfer from Loans to Other Real Estate Owned 316,941 Cash Dividends Payable 66,837 68,587 See Notes to Consolidated Condensed Financial Statements MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Stockholders' Equity (Unaudited) Common Stock Accumulated ------------ Other Paid-in Comprehensive Retained Unearned Unearned Comprehensive Shares Amount Capital Income Earnings ESOP Shares Compensation Income (Loss) Total - ------------------------------------------------------------------------------------------------------------------------------------ Balance July 1, 2000 1,244,790 $12,448 $10,176,190 $8,102,308 $(1,055,482) $(199,633) $(55,120) $16,980,711 Net income for the six months ended December 31, 2000 $225,629 225,629 225,629 -------- Other comprehensive income, net of tax Unrealized holding gains arising during the period, net of tax expense of $50,449 76,916 Less: Reclassification adjustment for gain included in net income, net of tax expense of $13,782 21,013 -------- Unrealized gain on securities 55,903 55,903 55,903 -------- Other comprehensive income $281,532 ======== Cash dividends ($.110 per share) (124,773) (124,773) Stock purchase (24,600) (246) (201,041) (42,693) (243,980) ESOP shares earned (2,435) 41,812 39,377 Amortization of unearned compensation expense (1,678) 21,855 20,177 - ------------------------------------------------------------------------------------------------------------------------------------ Balance December 31, 2000 1,220,190 $12,202 $ 9,971,036 $8,160,471 $(1,013,670) $(177,778) $ 783 $16,953,044 ==================================================================================================================================== See Notes to Consolidated Condensed Financial Statement MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Basis of Presentation The unaudited interim consolidated condensed financial statements include the accounts of Montgomery Financial Corporation ("Montgomery"), its subsidiary, Montgomery Savings, A Federal Association (the "Association") and its subsidiary, MSA SERVICE CORP. The unaudited interim consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary to present fairly Montgomery's financial position as of December 31, 2000, results of operations for the three and six-month periods ending December 31, 2000 and 1999, and cash flows for the six-month periods ended December 31, 2000 and 1999. The results of operations for the three and six-month periods ended December 31, 2000 are not necessarily indicative of the results of operations which may be expected for the fiscal year ending June 30, 2001. Net Income Per Share Net income per share for the three and six-month periods ended December 31, 2000 and 1999 are computed by dividing net earnings by the weighted average shares of common stock outstanding during the period. For the Three Months Ended December 31, 2000 December 31, 1999 ----------------- ----------------- Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Basic Net Income Per Share: Net Income Available to Common Stockholders $ 118,755 1,108,575 $ 0.11 $ 195,446 1,237,994 $ 0.16 ========= ========= Effect of Dilutive Stock Options and Grants 0 10,050 0 6,588 --------- --------- ---------- --------- Diluted Net Income Per Share: Net Income Available To Common Stockholders $ 118,755 1,118,625 $ 0.11 $ 195,446 1,244,582 $ 0.16 ========= ========= ========= ========== ========= ========= MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana For the Six Months Ended December 31, 2000 December 31, 1999 ----------------- ----------------- Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Basic Net Income Per Share: Net Income Available to Common Stockholders $ 225,629 1,108,052 $ 0.20 $ 386,808 1,303,570 $ 0.30 ========= ========= Effect of Dilutive Stock Options and Grants 0 9,863 0 8,367 --------- --------- ---------- --------- Diluted Net Income Per Share: Net Income Available To Common Stockholders $ 225,629 1,117,915 $ 0.20 $ 386,808 1,311,937 $ 0.29 ========= ========= ========= ========== ========= ========= Other Comprehensive Income 2000 ----------------------------------------------- Before-Tax Tax Net-of-Tax Three months ended December 31, Amount Benefit(Expense) Amount ---------- ---------------- ---------- Unrealized losses on securities Unrealized holding gains arising during the year $ 23,842 $(9,444) $14,398 Less: reclassifications adjustment for gains realized in net income 35,330 (13,994) 21,336 --------- -------- -------- Net unrealized losses $(11,488) $ 4,550 $(6,938) ========= ======== ======== 1999 ----------------------------------------------- Before-Tax Tax Net-of-Tax Three months ended December 31, Amount Benefit(Expense) Amount ---------- ---------------- ---------- Unrealized losses on securities Unrealized holding losses arising during the year $(43,260) $17,135 $(26,125) Less: reclassifications adjustment for gains realized in net income 55,644 (22,041) 33,603 --------- -------- --------- Net unrealized losses $(98,904) $39,176 $(59,728) ========= ======= ========= 2000 ----------------------------------------------- Before-Tax Tax Net-of-Tax Six months ended December 31, Amount Benefit(Expense) Amount ---------- ---------------- ---------- Unrealized gains on securities Unrealized holding gains arising during the year $127,365 $ 50,449 $76,916 Less: reclassifications adjustment for gains realized in net income 34,795 (13,782) 21,013 --------- --------- -------- Net unrealized gains $ 92,570 $(36,667) $55,903 ========= ========= ======= MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana 1999 ----------------------------------------------- Before-Tax Tax Net-of-Tax Six months ended December 31, Amount Benefit(Expense) Amount ---------- ---------------- ---------- Unrealized losses on securities Unrealized holding losses arising during the year $(14,430) $ 5,716 $ (8,714) Less: reclassifications adjustment for gains realized in net income 55,644 (22,041) 33,603 --------- -------- -------- Net unrealized losses $(70,074) $27,757 $(42,317) ========= ======= ========= MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements. When used in this Form 10-QSB or future filings by Montgomery with the Securities and Exchange Commission, in Montgomery's press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases, "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", "believe", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Montgomery wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national economic conditions, changes in levels of market interest rates, credit risks of lending activities, and competitive and regulatory factors, could affect Montgomery's financial performance and could cause Montgomery's actual results for future periods to differ materially from those anticipated or projected. Montgomery does not undertake, and specifically disclaims any obligation, to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Financial Condition. Montgomery's total assets were $136.5 million at December 31, 2000, a decrease of $1.6 million, or 1.2 percent from June 30, 2000. During this six month period interest-earning assets, including Federal Home Loan Bank stock, decreased $2.1 million, or 1.6 percent. Short-term interest-earning deposits decreased $3.1 million, or 29.5 percent. This decrease was primarily due to the use of excess liquidity to reduce Federal Home Loan Bank advances. Loans increased $1.0 million, or 0.9 percent. Foreclosed assets and real estate held for development increased $260,000, or 20.0 percent. Deposits increased $7.7 million, or 8.4 percent primarily due to an increase of $2.5 million in noninterest bearing deposits and an increase in public funds deposits. The increase in deposits was primarily used to reduce Federal Home Loan Bank advances. Federal Home Loan Bank advances decreased $9.7 million, or 34.4 percent, causing a net decrease in interest-bearing liabilities of $4.5 million, or 3.8 percent. Capital and Liquidity. At December 31, 2000, Montgomery's stockholders' equity was $17.0 million, or 12.4 percent of total assets, a decrease of $28,000 from June 30, 2000. Montgomery began to repurchase 62,240 shares of its outstanding common stock on December 5, 2000. As of December 31, 2000 Montgomery had repurchased 24,600 shares at a total cost of $244,000. The Association continues to exceed all minimum capital requirements. At December 31, 2000, the Association's tangible and core capital was $15.3 million, or 11.3 percent of tangible assets, $13.3 million in excess of the 1.5 percent minimum required tangible capital and $9.9 million in excess of the 4.0 percent minimum required core capital. Risk-based capital equaled $14.8 million, or 17.0 percent of risk-weighted assets, $7.9 million more than the minimum 8.0 percent risk based level required. The director of the OTS is required to set minimum liquidity levels between four and 10 percent of assets. Current regulations require a minimum liquidity level of four percent. The Association's average liquidity ratio for the six months ended December 31, 2000, was 7.5 percent. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Asset/Liability Management. The Association, like other financial institutions, is subject to interest rate risk to the extent that its interest-bearing liabilities reprice on a different basis than its interest-bearing assets. The OTS issued a regulation which provides a Net Portfolio Value ("NPV") approach to the quantification of interest rate risk. In essence, this approach calculates the difference between the present value of liabilities, expected cash flows from assets and cash flows from off balance sheet contracts. Under this OTS regulation, an institution's "normal" level of interest rate risk in the event of an assumed change in interest rates is a decrease in the institution's NPV in an amount not exceeding 2 percent of the present value of its assets. Under the regulation, thrift institutions with greater than "normal" interest rate exposure must take a deduction from their total capital available to meet their risk-based capital requirement. The amount of that deduction is one-half of the difference between (a) the institution's actual calculated exposure to the 200 basis point interest rate increase or decrease (whichever results in the greater pro forma decrease in NPV) or (b) its "normal" level of exposure which is 2 percent of the present value of its assets. The regulation does exempt all institutions under $300 million in assets with risk-based capital above 12 percent from reporting information to the OTS to calculate exposure and making any deduction from risk-based capital. At December 31, 2000, the Association's total assets were $136.5 million and risk based capital was 17.0 percent; therefore the Association would have been exempt from calculating or making any risk-based capital reduction. Montgomery's management, however, believes interest-rate risk is an important factor and makes all reports necessary to the OTS to calculate interest-rate risk on a voluntary basis. At September 30, 2000, the most recent date for which information is available from the OTS, 2 percent of the present value of the Association's assets was approximately $2.83 million, which was less than $4.16 million, the greatest decrease in NPV resulting from a 200 basis point change in interest rates. As a result, the Association, for OTS reporting purposes, would have been required to make a deduction from total capital in calculating its risk-based capital requirement had this rule been in effect and had the Association not been exempt from reporting on such date. Based on September 30, 2000 NPV information, the amount of the Association's deduction from capital, had it been subject to reporting, would have been approximately $665,000. It has been and continues to be a priority of the Association's Board of Directors and management to manage interest-rate risk and thereby limit any negative effect of changes in interest rates on Montgomery's NPV. The Association's Interest Rate Risk Policy, established by the Board of Directors, promulgates acceptable limits on the amount of change in NPV given certain changes in interest rates. Specific strategies have included shortening the amortized maturity of fixed-rate loans and increasing the volume of adjustable rate loans to reduce the average maturity of the Association's interest-earning assets. FHLB advances are used in an effort to match the effective maturity of the Association's interest-bearing liabilities to its interest-earning assets. Presented below, as of September 30, 2000, and September 30, 1999, is an analysis of the Association's estimated interest-rate risk as measured by changes in NPV for instantaneous and sustained parallel shifts in interest rates, up and down 300 basis points in 100 point increments, compared to limits set by the Board. Assumptions used in calculating the amounts in this table are assumptions utilized by the OTS in assessing the interest risk of the thrifts it regulates. Based upon these assumptions at September 30, 2000 and September 30, 1999, the NPV of the Association was $18.9 million and $19.9 million respectively. NPV is calculated by the OTS for the purpose of interest-rate risk assessment and should not be considered as an indicator of value of the Association. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana At September 30, 2000 At September 30, 1999 --------------------------- -------------------------- Assumed Board Change in Limit Interest Rates % Change $ Change % Change $ Change % Change (Basis Points) in NPV in NPV in NPV in NPV in NPV -------------- ------- -------- -------- -------- -------- (Dollars in Thousands) +300 -60 -6,403 -34 -7,061 -35 +200 -50 -4,160 -22 -4,503 -23 +100 -30 -1,955 -10 -2,029 -10 0 0 0 0 0 0 -100 -30 +1,272 +7 +1,242 +6 -200 -50 +2,108 +11 +1,221 +11 -300 -60 +3,006 +16 +3,281 +16 In the event of a 300 basis point change in interest rate based upon estimates as of September 30, 2000 the Association would experience a 16% increase in NPV in a declining rate environment and a 34% decrease in NPV in a rising environment. During periods of rising rates, the value of monetary assets and liabilities declines. Conversely, during periods of falling rates, the value of monetary assets and liabilities increases. However, the amount of change in value of specific assets and liabilities due to changes in rates is not the same in a rising rate environment as in a falling rate environment (i.e., the amount of value increase under a specific rate decline may not equal the amount of value decrease under an identical upward rate movement). Based upon the NPV methodology, the increased level of interest rate risk experienced by the Association in recent periods was primarily due to the maturities of interest-bearing assets increasing more than the maturities on interest-bearing liabilities due to the increase in fixed-rate residential mortgage loans and non-residential loans. Results of Operations. Montgomery's net income for the three months ended December 31, 2000, was $119,000 compared to $195,000 for the three months ended December 31, 1999, a decrease of $76,000. Net interest income decreased $71,000, or 7.1 percent. Average interest-earning assets increased $2.8 million, or 2.2 percent, from $128.2 million for the three months ended December 31, 1999, to $131.0 million for the 2000 three-month period. Average interest-bearing liabilities increased $3.8 million from $112.7 million to $116.5 million during the comparable three-month period. Interest rate spread decreased from 2.49 percent for the three months ended December 31, 1999, to 2.19 percent for the three months ended December 31, 2000. Net interest margin decreased to 2.84 percent for the three months ended December 31, 2000 from 3.12 percent for the three months ended December 31, 1999. Non-interest income was $89,000 for the 2000 three-month period compared to $95,000 for the 1999 period. Non-interest expense was $807,000 for the three months ended December 31, 2000 compared to $752,000 for the 1999 three-month period, an increase of $55,000, or 7.3 percent. Income before income tax was $211,000 for the three months ended December 31, 2000 compared to $344,000 for the 1999 period, a decrease of $133,000. Income tax expense decreased from $148,000 to $93,000 for the comparable periods. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana For the six months ended December 31, 2000, net income was $226,000 compared to $387,000 for the six months ended December 31, 1999, a decrease of $161,000. Net interest income decreased from $2.0 million for the six months ended December 31, 1999 to $1,798,000 for the six months ended December 31, 2000, a decrease of $202,000, or 10.1 percent. Average interest-earning assets increased $7.8 million from $125.5 million for the six months ended December 31, 1999, to $133.3 million for the 2000 six-month period while average interest-bearing liabilities increased $9.5 million during the comparable periods. Non-interest income increased $2,000 and non-interest expense increased $84,000. Income tax expense was $148,000 for the six months ended December 31, 2000, compared to $270,000 for the six months ended December 31, 1999. Interest Income. Montgomery's total interest income for the three months ended December 31, 2000, was $2.6 million, an increase of $161,000, or 6.5 percent, compared to interest income for the three months ended December 31, 1999. This increase was primarily caused by an increase in average interest-earning assets from $128.2 million for the three months ended December 31, 1999, to $130.7 million for the three months ended December 31, 2000, an increase of $2.5 million, or 2.0 percent principally due to loan growth. Average loans increased from $115.9 million for the 1999 three-month period to $120.3 million for the 2000 three-month period and average interest-earning deposits decreased from $9.8 million to $8.2 million for the respective periods. The average yield on interest-earning assets was 8.03 percent for the three months ended December 31, 2000, compared to 7.70 percent for the three months ended December 31, 1999. Interest income for the six months ended December 31, 2000, was $5.2 million, an increase of $394,000, or 8.1 percent, from interest income for the same period in 1999. Average interest-earning assets for the six months ended December 31, 2000, was $133.3 million compared to $125.5 million for the 1999 six-month period, an increase of $7.8 million, or 6.2 percent, principally due to loan growth. The average yield for the 2000 period was 7.85 percent compared to 7.71 percent for the 1999 period. Interest Expense. Interest expense for the three months ended December 31, 2000, was $1.7 million, which was an increase of $232,000, or 15.8 percent, from the three months ended December 31, 1999. Average interest-bearing liabilities increased $3.8 million, or 3.4 percent, from $112.7 million for the three months ended December 31, 1999, to $116.5 million for the three months ended December 31, 2000. Average interest-bearing deposits increased $10.2 million and average borrowings decreased $6.5 million for the comparable periods. The average cost of funds increased from 5.21 percent to 5.84 percent for the comparable periods. The average cost of deposits increased from 5.10 percent to 5.76 percent for the comparable three-month periods. The average cost of borrowings increased from 5.57 percent to 6.21 percent for the comparable periods. Interest expense for the six months ended December 31, 2000, was $3.4 million, an increase of $595,000, or 21.0 percent, from the six months ended December 31, 1999. The average cost of funds for the 2000 period was 5.79 percent compared to 5.20 percent for the 1999 period. Average interest-bearing liabilities increased from $112.7 million for the six months ended December 31, 1999 to $118.7 million for the 2000 six-month period. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Provision for Losses on Loans. There was no provision for losses on loans made for either of the three or six-month comparable periods. Provision or adjustment entries are made based on the Internal Loan and Asset Review Policy. A review is performed at least quarterly to determine the adequacy of the current balance in the allowance for losses on loans. Loans delinquent ninety days or more were $1,442,000 at December 31, 2000, compared to $990,000 at June 30, 2000. Non-performing loans to total loans at December 31, 2000 were 1.20 percent compared to 0.83 percent at June 30, 2000. The allowance for losses to non-performing loans was 15.7 percent at December 31, 2000 compared to 22.8 percent at June 30, 2000. The allowance to total loans was 0.19 percent at December 31, 2000 and at June 30, 2000. After review of the current loans delinquent ninety days or more at December 31, 2000, it was determined this level of delinquency was abnormal and a reduction in the total delinquency will be made. Montgomery is continually re-evaluating the level of the allowance for loan losses as the amount of non-residential mortgage loans and other new loan products are offered. Non-Interest Income. Montgomery's other income for the three months ended December 31, 2000 totaled $89,000 compared to $95,000 for the three months ended December 31, 1999, a decrease of $6,000. Service charges on deposit accounts increased $15,000 primarily due to implementation of new fee schedules for demand deposit accounts. Gain on the sale of available for sale securities decreased from $56,000 in the 1999 three-month period to $35,000 for the comparable 2000 period. Real estate operations net income decreased $8,000 for the comparable periods and other income increased $7,000. Other income for the six months ended December 31, 2000, was $124,000, an increase of $2,000 from the comparable 1999 six-month period. During the six months ended December 31, 2000, service charges on deposit accounts increased $17,000 and gain on the sale of securities available for sale decreased $21,000. Income from real estate operation decreased $8,000 and other income increased $13,000 from the 1999 six-month period. Non-Interest Expense. Montgomery's other expenses for the three months ended December 31, 2000 totaled $807,000, an increase of $55,000, or 7.4 percent, from the three months ended December 31, 1999. Salaries and employee benefits increased $54,000 primarily due to an increase in personnel to accommodate growth. Net occupancy expense increased $11,000 and equipment expense decreased $2,000. Data processing expense increased $5,000 and other expenses increased $3,000 primarily due to Montgomery's growth. Advertising expense decreased $9,000 primarily due to increased advertising in the 1999 period to promote the newly opened Lafayette office operation. Non-interest expense for the six months ended December 31, 2000, was $1.5 million, an increase of $84,000, or 5.7 percent, from the six months ended December 31, 1999. Salary and employee benefits increased $107,000. Net occupancy expense increased $15,000, equipment expense decreased $7,000 and data processing expense decreased $1,000. Advertising expense decreased $14,000 primarily due to the increased advertising during the 1999 period to promote the Lafayette office. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Income Tax Expense. Income tax expense for the three months ended December 31, 2000 was $93,000 compared to $148,000 for the three months ended December 31, 1999 due to the change in taxable income. Income tax expense for the comparable six-month periods decreased from $270,000 for the 1999 period to $148,000 for the 2000 period again due to the change in net taxable income. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana 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 The Annual Meeting of Shareholders of Montgomery Financial Corporation ("Montgomery") was held at the principal office of Montgomery, 119 East Main Street, Crawfordsville, Indiana 47933, on Tuesday, October 17, 2000, at 2:00 p.m., Crawfordsville time for purposes of electing three Directors, to ratify the appointment of Olive LLP, as Montgomery's independent auditors for the 2000 fiscal year and transacting such other business as may properly come before the Annual Meeting. Proxy Statements were furnished to such holders on or about September 15, 2000. A total of 1,244,790 shares of common stock of Montgomery were outstanding on August 31, 2000, and a total of 1,074,470 shares were represented at the meeting. The 1,074,470 shares were all voted by proxy. Earl F. Elliott, Mark E. Foster and Robert C. Wright were nominated to hold office as directors until the year 2003 Annual Meeting of Shareholders. Mr. Elliott has been a director since 1973, Mr. Foster since 1990 and Mr. Wright since 1996. No other nominations were made at the meeting. Earl F. Elliott was elected as a director receiving 1,026,512 votes for, with 47,958 votes withheld. Mark E. Foster was elected as a director receiving 1,026,512 votes for, with 47,958 votes withheld. Robert C. Wright was elected as a director receiving 1,026,412 votes for, with 48,058 votes withheld. With the election of Messrs. Elliott, Foster and Wright, the terms of the Directors as of October 17, 2000, expire as follows: 2001 - Joseph M. Malott and J. Lee Walden; 2002 - C. Rex Henthorn and John E. Woodward; 2003 - Earl F. Elliott, Mark E. Foster and Robert C. Wright. Olive LLP ("Olive"), served as independent auditors for Montgomery in fiscal 2000. The Board of Directors approved the appointment of Olive as independent auditors for fiscal 2001, subject to ratification by the shareholders. The appointment of the independent auditors is ratified if more votes are cast in favor of the appointment than against the appointment. The ratification of Olive was approved by 1,056,669 votes in favor, 4,508 votes against and 13,293 abstentions. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K Montgomery filed one report on Form 8-K during the quarter ended December 31, 2000. This Form 8-K, filed on November 30, 2000, reported two press releases dated November 9, 2000 and November 29, 2000. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana 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. Montgomery Financial Corporation Date: February 14, 2001 By: /s/ J. Lee Walden ---------------------------------- J. Lee Walden, President and Chief Executive Officer Date: February 14, 2001 By: /s/ Steven W. Brier ---------------------------------- Steven W. Brier, Vice President and Chief Financial Officer