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 September 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ MONTGOMERY FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Small Business Issuer in its Charter) Indiana 35-1962246 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 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 October 31, 1999, there were 1,361,210 shares of the Registrant's common stock issued and outstanding. MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Form 10-QSB Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statement of Financial Condition As of September 30, 1999 and June 30, 1999 Consolidated Condensed Statement of Income for the Three Months Ended September 30, 1999 and 1998 Consolidated Condensed Statement of Cash Flows for the Three Months Ended September 30, 1999 and 1998 Consolidated Condensed Statement of Changes in Stockholders' Equity for the Three Months Ended September 30, 1999 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults in Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Financial Condition (Unaudited) September 30, June 30, 1999 1999 ------------- ------------- Assets Cash ............................................ $ 488,318 $ 523,585 Short-term interest-bearing deposits ............ 5,688,020 4,409,228 ------------- ------------- Total cash and cash equivalents .......... 6,176,338 4,932,813 Interest-bearing deposits ....................... 219,463 219,463 Securities available for sale ................... 909,730 880,900 Loans ........................................... 114,860,441 111,641,224 Allowance for loan losses ....................... (226,000) (226,000) ------------- ------------- Net loans .................................. 114,634,441 111,415,224 Real estate owned and held for development, net . 1,170,355 1,181,720 Premises and equipment .......................... 2,997,794 2,839,409 Federal Home Loan Bank stock .................... 1,650,700 1,250,700 Interest receivable ............................. 971,594 893,854 Other assets .................................... 301,607 345,036 ------------- ------------- Total assets ............................. $ 129,032,022 $ 123,959,119 ============= ============= Liabilities Deposits Noninterest bearing ......................... $ 1,330,836 $ 1,349,282 Interest bearing .......................... 84,436,844 81,118,363 ------------- ------------- Total deposits .................... 85,767,680 82,467,645 Federal Home Loan Bank advances ................. 23,577,611 20,632,069 Interest payable ................................ 565,176 566,632 Deferred tax liability .......................... 360,008 347,089 Other liabilities ............................... 827,990 548,612 ------------- ------------- Total liabilities ........................ 111,098,465 104,562,047 ------------- ------------- Stockholders' Equity Preferred stock, $.01 par value authorized and unissued--2,000,000 shares Common stock, $.01 par value--8,000,000 shares authorized; 1,361,210 and 1,521,142 issued . 13,612 15,211 Paid-in capital ................................. 11,151,910 12,464,781 Retained earnings - substantially restricted .... 7,934,269 8,131,251 Unearned ESOP shares--112,022 and 114,180 ...... (1,120,218) (1,141,796) Unearned compensation ........................... (83,766) (92,714) Accumulated other comprehensive income ......... 37,750 20,339 ------------- ------------- Total stockholders' equity ............... 17,933,557 19,397,072 ------------- ------------- Total liabilities and stockholders' equity $ 129,032,022 $ 123,959,119 ============= ============= See notes to Consolidated Condensed Financial Statements. 3 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Income (Unaudited) Three Months Ended September 30, 1999 1998 ----------- ----------- Interest and Dividend Income Loans ...................................... $ 2,237,377 $ 2,100,016 Investment securities ...................... 7,546 3,497 Deposits with financial institutions ....... 97,282 110,558 Federal Home Loan Bank stock ............... 29,044 18,715 ----------- ----------- Total interest and dividend income .... 2,371,249 2,232,786 ----------- ----------- Interest Expense Deposits ................................... 1,050,996 1,099,583 Federal Home Loan Bank advances ............ 320,936 166,173 ----------- ----------- Total interest expense ................ 1,371,932 1,265,756 ----------- ----------- Net Interest Income .......................... 999,317 967,030 Provision for losses on loans .............. 15,000 Net Interest Income After Provision for Losses on Loans .............. 999,317 952,030 ----------- ----------- Other Income Service charges on deposit accounts ........ 13,814 10,618 Net appraisal income (expense) ............. 1,011 1,405 Other income ............................... 7,219 1,751 ----------- ----------- Total other income .................... 22,044 13,774 ----------- ----------- Other Expenses Salaries and employee benefits ............. 366,322 283,915 Net occupancy expense ...................... 42,688 27,529 Equipment expense .......................... 60,819 46,557 Data processing expense .................... 50,735 35,853 Deposit insurance expense .................. 12,349 12,497 Real estate operations, net ................ (5,701) (5,243) Advertising expense ........................ 25,144 11,292 Other expenses ............................. 155,418 123,876 ----------- ----------- Total other expenses .............. 707,774 536,276 ----------- ----------- Income Before Income Tax ..................... 313,587 429,528 Income tax expense ......................... 122,225 174,500 ----------- ----------- Net Income ................................... $ 191,362 $ 255,028 Net Income Per Share Basic ...................................... $ 0.14 $ 0.17 Diluted .................................... 0.14 0.17 Dividends Per Share .......................... 0.055 0.055 See Notes to Consolidated Condensed Financial Statements. 4 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Cash Flows (Unaudited) Three Months Ended September 30, 1999 1998 ----------- ----------- Operating Activities Net income ........................................... $ 191,362 $ 255,028 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses ........................ 15,000 Depreciation ..................................... 78,590 51,402 ESOP stock amortization .......................... 20,967 25,149 Amortization of unearned compensation ............ 5,768 2,170 Change in Interest receivable .......................... (77,740) (7,476) Interest payable ............................. (1,456) 81,467 Other assets ................................. 43,429 (32,002) Other liabilities ........................... 289,676 (19,466) ----------- ----------- Net cash provided by operating activities .... 550,596 371,272 ----------- ----------- Investing Activities Proceeds from paydowns of securities available for sale ............................... 10,805 Purchase of securities available for sale ............ (437,258) Net change in loans .................................. (3,219,217) (4,295,017) Additions to real estate owned and held for investment (68,144) (21,785) Proceeds from real estate owned sales ................ 70,520 286,722 Purchases of premises and equipment .................. (227,986) (298,854) Purchase of FHLB of Indianapolis stock ............... (400,000) (41,600) ----------- ----------- Net cash used by investing activities ........ (3,844,827) (4,796,987) ----------- ----------- 5 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Cash Flows (Continued) Three Months Ended September 30, 1999 1998 ----------- ------------ Financing Activities Net change in Noninterest-bearing, interest-bearing demand and savings deposits ............................ $ 2,653,592 $ 890,453 Certificates of deposit ......................... 646,443 (1,838,689) Proceeds from FHLB advances ......................... 5,000,000 4,000,000 Repayment of FHLB advances ......................... (2,054,458) (1,000,000) Stock purchase ...................................... (1,630,436) (119,824) Dividends paid ...................................... (77,385) (90,917) ----------- ------------ Net cash provided by financing activities ... 4,537,756 1,841,023 ----------- ------------ Net Change in Cash and Cash Equivalents ............... 1,243,525 (2,584,692) Cash and Cash Equivalents, Beginning of Period ........ 4,932,813 10,896,745 ----------- ------------ Cash and Cash Equivalents, End of Period .............. $ 6,176,338 $ 8,312,053 =========== ============ Additional Cash Flow and Supplementary Information Interest Paid ....................................... $ 1,373,388 $ 1,184,289 Income Tax Paid ..................................... 30,655 387,733 Transfer from Loans to Other Real Estate Owned ...... 112,191 Cash Dividends Payable ............................. 68,587 83,548 See Notes to Consolidated Condensed Financial Statements 6 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Consolidated Condensed Statement of Changes in Stockholders' Equity (Unaudited) Common Stock ------------------------ Paid-in Comprehensive Retained Unearned Shares Amount Capital Income Earnings ESOP Shares ------ ------ ------- ------ -------- ----------- Balance July 1, 1999 ............ 1,521,142 $ 15,211 $ 12,464,781 $ 8,131,251 $(1,141,796) Net income for the three months ended September 30, 1999 .... $ 191,362 191,362 Other comprehensive income, net of tax Unrealized gain on securities 17,411 Other comprehensive income ...... $ 208,773 Cash dividends ($.055 per share) (68,587) Stock purchase .................. (159,932) (1,599) (1,309,080) (319,757) ESOP shares earned .............. (611) 21,578 Amortization of unearned compensation expense ........ (3,180) --------- --------- ------------ ----------- ----------- Balance September 30, 1999 ...... 1,361,210 $ 13,612 $ 11,151,910 $ 7,934,269 $(1,120,218) ========= ========= ============ =========== =========== Accumulated Other Unearned Comprehensive Compensation Income Total ------------ ------ ----- Balance July 1, 1999 ............ $(92,714) $20,339 $19,397,072 Net income for the three months ended September 30, 1999 .... 191,362 Other comprehensive income, net of tax Unrealized gain on securities 17,411 17,411 Other comprehensive income ...... Cash dividends ($.055 per share) (68,587) Stock purchase .................. (1,630,436) ESOP shares earned .............. 20,967 Amortization of unearned compensation expense ........ 8,948 5,768 -------- ------- ----------- Balance September 30, 1999 ...... $(83,766) $37,750 $17,933,557 ======== ======= =========== See Notes to Consolidated Condensed Financial Statement 7 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-Q 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 September 30, 1999, results of operations for the three month periods ending September 30, 1999 and 1998, and cash flows for the three month periods ended September 30, 1999 and 1998. The results of operations for the three month period ended September 30, 1999 are not necessarily indicative of the results of operations which may be expected for the fiscal year ending June 30, 2000. Net Income Per Share Net income per share for the three month periods ended September 30, 1998 and 1997, are computed by dividing net earnings by the weighted average shares of common stock outstanding during the period. For the Three Months Ended September 30, 1999 September 30, 1998 ------------------ ------------------ 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 ...... $191,362 1,369,146 $ 0.14 $255,028 1,519,870 $ 0.17 ======== ======= Effect of Dilutive Stock Options and Grants .................. 0 10,146 0 14,403 -------- --------- --------- --------- Diluted Net Income Per Share: Net Income Available To Common Stockholders ...... $191,362 1,379,292 $ 0.14 $255,028 1,534,273 $ 0.17 ======== ========= ======== ======== ========= ======= 8 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" 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 $129.0 million at September 30, 1999, an increase of $5.0 million, or 4.1 percent from June 30, 1999. During this three month period interest-earning assets increased $4.9 million, or 4.2 percent. Short-term interest-earning deposits increased $1.3 million, or 29.0 percent. Loans increased $3.2 million, or 2.9 percent. Federal Home Loan Bank stock increased $400,000 or 32.0 percent due to an increase in Federal Home Loan Bank advances. Deposits increased $3.3 million, or 4.0 percent and FHLB advances increased $2.9 million, or 14.3 percent, causing a net increase in interest-bearing liabilities of 6.1 percent. The increase in borrowings was primarily used to fund loan growth. Capital and Liquidity. At September 30, 1999, stockholders' equity was $17.9 million or 13.9 percent of total assets, compared with stockholders' equity of $19.4 million, or 15.7 percent, at June 30, 1999. With the approval of OTS on May 5, 1999, Montgomery began to repurchase 209,171 of its outstanding common stock. The repurchase was completed on September 24, 1999 at a total cost of $2.1 million. The repurchase of stock during the quarter ended September 30, 1999 reduced capital in the amount of $1.6 million. The Association continues to exceed all minimum regulatory capital requirements. At September 30, 1999, the Association's tangible and core capital was $16,674,000, or 13.1 percent of tangible assets, $14,757,000 in excess of the 1.5 percent minimum required tangible capital and $11,582,000 in excess of the 4.0 percent minimum required core capital. Risk-based capital equaled $16,165,000, or 20.3 percent of risk-weighted assets, $9,801,000 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 five percent. The Association's average liquidity ratio for the three months ended September 30, 1999, was 7.6 percent. 9 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. OTS regulations provide 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 OTS regulations, an institution's "normal" level of interest rate risk in the event of an immediate and sustained 200 basis point 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. 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% of the present value of its assets. Regulations do exempt all institutions under $300 million in assets with risk-based capital above 12 percent from reporting information to calculate exposure and making any deduction from risk-based capital. At September 30, 1999 the Association's total assets were $129.0 million and risk based capital was 20.3 percent; therefore the Association would have been exempt from calculating or making any risk-based capital reduction. The Association's management believes interest-rate risk is an important factor and makes all reports necessary to OTS to calculate interest-rate risk on a voluntary basis. At June 30, 1999, the most recent date for which information is available from the OTS, 2.0% of the present value of the Association's assets was approximately $2.49 million, which was less than $4.12 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 June 30, 1999 NPV information, the amount of the Association's deduction from capital, had it been subject to reporting, would have been approximately $815,000. 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 the Association'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 June 30, 1999 and June 30, 1998, 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 June 30, 1998, and June 30, 1997, the NPV of the Association was $19.8 million and $18.9 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. 10 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana At June 30, 1999 At June 30,1998 - -------------------- ----------------- ------------------------------------ ------------------------------------ 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 -6,573 -33 -5,717 -30 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ +200 -50 -4,122 -21 -3,463 -18 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ +100 -30 -1,809 -9 -1,452 -8 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ 0 0 0 0 0 0 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ -100 -30 +1,166 +6 +1,020 +5 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ -200 -50 +2,187 +11 +1,761 +9 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ -300 -60 +3,329 +17 +2,782 +15 - -------------------- ----------------- ------------------ ----------------- ----------------- ------------------ In the event of a 300 basis point change in interest rate based upon estimates as of June 30, 1999, the Association would experience a 17% increase in NPV in a declining rate environment and a 33% decrease in NPV in a rising environment. During periods of rising rates, the value of monetary assets and liabilities decline. Conversely, during periods of falling rates, the value of monetary assets and liabilities increase. 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-earning 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 September 30, 1999, was $191,000 compared to $255,000 for the three months ended September 30, 1998, a decrease of $64,000. Net interest income increased $32,000, or 3.3 percent, primarily due to an increase in average interest-earning assets of $11.5 million, or 10.3 percent. Average interest-earning assets were $122.7 million for the three months ended September 30, 1999 compared to $111.2 million for the 1998 period. Average interest-bearing liabilities increased $13.5 million from $92.3 million to $105.8 million during the comparable periods. Interest rate spread was 2.54 percent for both three-month periods. Net interest margin decreased from 3.48 percent for the three months ended September 30, 1998 to 3.26 percent for the three months ended September 30, 1999. Non-interest income was $22,000 for the 1999 three-month period compared to $14,000 for the 1998 period. Non-interest expense was $708,000 for the three months ended September 30, 1999 compared to $536,000 for the 1998 period, an increase of $172,000, or 32.0 percent, primarily due to expenses associated with the operation of the Lafayette, Indiana office which opened in April, 1999. Income before income tax was $314,000 for the three months ended September 30, 1999, compared to $430,000 for the three months ended September 30, 1998, a decrease of $116,000. Income tax for the three months ended September 30, 1999, was $122,000 compared to $175,000 for the three months ended September 30, 1998. 11 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Interest Income. Montgomery's total interest income for the three months ended September 30, 1999, was $2.4 million, an increase of $138,000, or 6.2 percent, compared to interest income for the three months ended September 30, 1998. This increase was primarily caused by an increase in average interest-earning assets from $111.2 million for the three months ended September 30, 1998, to $122.7 million for the three months ended September 30, 1999, an increase of $11.5 million, or 10.3 percent. Average loans increased from $101.7 million for the 1998 period to $112.6 million for the 1999 period and average interest-earning deposits decreased from $8.3 million to $7.7 million and average investment securities increased from $302,000 to $897,000 for the respective periods. The average yield on interest-earning assets was 7.73 percent for the three months ended September 30, 1999, compared to 8.03 percent for the three months ended September 30, 1998. This decrease was primarily caused by a decrease in the average yield on loans from 8.26 percent to 7.94 percent for the current three-month period. Interest Expense. Interest expense for the three months ended September 30, 1999, was $1.4 million compared to $1.3 million for the 1998 period, an increase of $106,000, or 8.4 percent. Average interest-bearing liabilities increased $13.5 million, or 14.6 percent, from $92.3 million for the three months ended September 30, 1998, to $105.8 million for the three months ended September 30, 1999. The average cost of funds decreased from 5.49 percent to 5.19 percent for the comparable periods and the average cost of deposits decreased from 5.41 percent to 5.05 percent. In addition, the average rate on FHLB advances decreased from 6.00 percent to 5.68 percent for the comparable periods. Provision for Losses on Loans. There was no provision for losses on loans made for the three months ended September 30, 1999, compared to $15,000 for the three months ended September 30, 1998. 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 allowance for loss accounts. Loans delinquent ninety days or more were $1,033,000 at September 30, 1999, compared to $547,000 at June 30, 1999. Non-performing loans to total loans at September 30, 1999, was 0.90 percent compared to 0.49 percent at June 30, 1999. The allowance for loan losses to non-performing loans was 21.9 percent at September 30, 1999 compared to 41.3 percent at June 30, 1999. The allowance to total loans was 0.20 percent at September 30, 1999, 0.20 percent at June 30, 1999. 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. 12 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Non-Interest Income. Montgomery's other income for the three months ended September 30, 1999, totalled $22,000 compared to $14,000 for the three months ended September 30, 1998, an increase of $8,000, or 60.0 percent. During the comparable periods, service charges on deposit accounts increased $3,000 due to an increase in the number of demand deposit accounts and other income increased $5,000. Non-Interest Expense. Montgomery's other expenses for the three months ended September 30, 1999, totalled $708,000, compared to $536,000 for the three months ended September 30, 1998, an increase of $172,000, or 32.0 percent. Salaries and employee benefits increased $82,000 primarily due to an increase in personnel to staff the Lafayette Office and to accommodate growth. Net occupancy expense increased $15,000 and equipment expense increased $14,000 primarily due to the increase in expenses associated with operation of the Lafayette Office. Data processing expense increased $15,000 which includes $8,000 related to Year 2000 testing. The balance of the increase in data processing expense is reflective of Montgomery's growth. Advertising expense increased $14,000 primarily due to the advertising increase to promote the recently opened Lafayette Office operation. Other expenses increased $32,000 for the three months ended September 30, 1999, compared to the same 1998 period. Included in other expenses is approximately $5,000 in expense related to customer awareness of the Y2K issue with the balance of the increase being primarily due to Montgomery's growth. Income Tax Expense. Income tax expense for the three months ended September 30, 1999, was $122,000 compared to $175,000 for the three months ended September 30, 1998, due to the change in taxable income. Impact of the Year 2000. Montgomery has conducted a comprehensive review of its computer systems to identify applications that could be affected by the "Year 2000" issue. Applications found in the review that could be affected have been corrected by either replacement of hardware or software updates. The Company's data processing is performed primarily by outside venders. Testing has been completed to verify Year 2000 compliance by the vendors. For the remainder of calendar 1999, the Company will test and evaluate contingency plans and work closely with critical service providers to make sure their systems will be ready for the Year 2000 date change. As part of the Y2K planning process, contingency plans have been established for mission-critical systems. These plans provide for alternative methods of doing business, which includes provisions for manual processing procedures, if needed, and addresses the procedures relating to possible liquidity needs in case of an increase in cash requests from customers occurs. These contingency plans will continue to be reviewed, tested, refined and validated as Year 2000 approaches. Although management believes it has taken the necessary steps to address the Y2K compliance issue, no assurances can be given that some problems will not occur or that the Company will not incur significant additional expenses in future periods. In the event that the Company is ultimately required to purchase replacement computer systems, programs or equipment, or to incur substantial expenses to make its current systems, programs and equipment Y2K compliant, its financial position and results of operations could be adversely impacted. 13 MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY Crawfordsville, Indiana Part II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K None 14 MONTGOMERY SAVINGS, A FEDERAL ASSOCIATION 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: November 12, 1999 By: /s/ Earl F. Elliott ------------------- Earl F. Elliott, President and Chief Executive Officer Date: November 12, 1999 By: /s/ J. Lee Walden ----------------- J. Lee Walden, Vice President and Chief Financial Officer