SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE # 0-23969 POCAHONTAS BANCORP, INC. State of Incorporation ---------------------- DELAWARE IRS Employer Identification No. 71-0806097 Address Telephone Number ------- ---------------- 203 West Broadway (870) 892-4595 Pocahontas, Arkansas 72455 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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- There were 5,244,757 shares of Common Stock ($0.10 par value) issued and outstanding as of June 30, 2000. POCAHONTAS BANCORP, INC. TABLE OF CONTENTS - -------------------------------------------------------------------------------- Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Condensed Consolidated Statements of Financial Condition at June 30, 2000 (unaudited) and September 30, 1999 1 Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended June 30, 2000 and 1999 (unaudited) 2 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2000 and 1999 (unaudited) 3 Notes to Condensed Consolidated Financial Statements (unaudited) 4 Independent Accountants' Report 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 PART II. OTHER INFORMATION 11 Item 1 POCAHONTAS BANCORP, INC. CONSENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - -------------------------------------------------------------------------------- (Unaudited) June 30, 2000 September 30, 1999 ASSETS Cash $ 6,981,219 $ 8,622,050 Cash surrender value of life insurance 6,109,704 5,964,588 Investment securities - trading 679,913 1,429,196 Investment securities - held to maturity 9,459,457 9,482,122 Investment securities - available for sale 116,107,924 216,492,192 Loans receivable, net 227,629,208 217,709,933 Accrued interest receivable 2,766,692 3,165,427 Premises and equipment, net 3,799,166 4,018,157 Federal Home Loan Bank Stock, at cost 5,416,500 10,981,300 Core deposit premium 2,225,645 2,440,187 Other assets 4,036,171 1,825,710 ------------- ------------- TOTAL ASSETS $385,211,599 $482,130,862 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits $230,192,263 $211,890,791 Federal Home Loan Bank advances 102,825,000 213,105,000 Securities sold under agreements to repurchase 875,000 2,075,000 Deferred compensation 3,229,438 3,357,890 Accrued expenses and other liabilities 2,309,831 3,669,743 ------------- ------------- Total liabilities 339,431,532 434,098,424 STOCKHOLDERS' EQUITY: Common stock 69,468 69,468 Additional paid-in capital 51,460,896 51,439,643 Unearned ESOP Shares (2,443,525) (2,443,525) Unearned RRP Shares (339,364) (524,476) Accumulated other comprehensive income (loss) (1,853,143) 407,950 Retained earnings 12,543,849 10,965,600 ------------- ------------- 59,438,181 59,914,660 Treasury stock, at cost (13,658,114) (11,882,222) ------------- ------------- Total stockholders' equity 45,780,067 48,032,438 ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $385,211,599 $482,130,862 ============= ============= See notes to condensed consolidated financial statements. 1 POCAHONTAS BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) - -------------------------------------------------------------------------------- Three Months Ended Nine Months Ended June 30, 2000 June 30, 2000 --------------------- ----------------------- 2000 1999 2000 1999 ---- ---- ---- ---- INTEREST INCOME: Loans receivable $ 4,387,132 $4,022,195 $12,996,869 $11,941,336 Investment securities 3,027,907 2,757,983 9,893,549 8,345,154 ----------- ---------- ----------- ----------- Total interest income 7,415,039 6,780,178 22,890,418 20,286,490 INTEREST EXPENSE: Deposits 2,696,717 2,196,645 7,565,869 6,635,914 Borrowed funds 2,284,200 1,995,834 7,250,382 5,722,888 ----------- ---------- ----------- ----------- Total interest expense 4,980,917 4,192,479 14,816,251 12,358,802 NET INTEREST INCOME 2,434,122 2,587,699 8,074,167 7,927,688 PROVISION FOR LOAN LOSSES - - - - ----------- ---------- ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,434,122 2,587,699 8,074,167 7,927,688 OTHER INCOME: Dividends 258,221 145,737 555,011 441,928 Fees and service charges 393,494 162,610 1,164,308 514,197 Trading gain (losses) (16,669) 46,569 (12,323) 52,797 Gain on sale of investment securities 183,255 155,486 449,947 191,391 Other 60,426 53,483 183,505 260,351 ----------- ---------- ----------- ----------- Total other income 878,727 563,885 2,340,448 1,460,664 ----------- ---------- ----------- ----------- OPERATING EXPENSE: Compensation and benefits 1,173,061 1,150,673 3,454,847 6,456,617 Occupancy and equipment 249,998 256,780 733,858 880,487 Deposit insurance premium 11,413 30,028 52,792 88,584 Professional fees 91,154 92,788 285,478 230,889 Data processing 107,656 95,898 301,486 323,551 Advertising 134,546 122,257 460,523 240,998 OTS assessment 24,291 21,253 69,914 66,613 Other 333,419 307,845 1,046,554 833,905 ----------- ---------- ----------- ----------- Total operating expense 2,125,538 2,077,522 6,405,452 9,121,644 ----------- ---------- ----------- ----------- INCOME BEFORE INCOME TAXES 1,187,311 1,074,062 4,009,163 266,708 INCOME TAX PROVISON 441,193 371,942 1,414,605 90,831 ----------- ---------- ----------- -------- NET INCOME 746,117 702,120 2,594,558 175,877 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: Unrealized holding loss on available for sale securities arising during period (1,371,104) (47,725) (3,420,666) (805,532) ---------- ---------- ----------- ----------- COMPREHENSIVE INCOME (LOSS) $ (624,987) $ 654,395 $ (826,108) $ (629,655) =========== ========== =========== =========== BASIC EARNINGS PER SHARE $ 0.14 $ 0.13 $ 0.49 $ 0.03 =========== ========== =========== =========== DILUTED EARNINGS PER SHARE $ 0.14 $ 0.12 $ 0.49 $ 0.03 =========== ========== =========== =========== See notes to condensed consolidated financial statements. 2 POCAHONTAS BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) - ------------------------------------------------------------------------------- 2000 1999 ------ ------ OPERATING ACTIVITIES: Net income $ 2,594,558 $ 175,877 Adjustments to reconcile net income to net cash used by operating activities: Depreciation of premises and equipment 358,352 354,588 Amortization of deferred loan fees (49,612) (94,684) Amortization of premiums and discounts, net (169,643) (209,047) Net gain on sales of assets (475,697) (30,030) Increase in cash surrender value of life insurance policies (145,116) (188,091) Amortization of core deposit premium 214,542 65,366 Change in operating assets and liabilities: Trading securities 749,283 (120,356) Accrued interest receivable 398,735 68,354 Other assets (2,633,465) (1,354,504) Deferred compensation (128,452) 2,640,640 Accrued expenses and other liabilities (1,359,912) (1,429,055) ------------ ------------ Net cash used by operating activities (646,427) (172,221) ------------ ------------ INVESTING ACTIVITIES: Loan repayments, originations, and purchases, net (9,867,278) (17,588,545) Net change in FHLB Stock 5,564,800 (419,400) Purchase of investment securities (4,000,000) (37,164,622) Proceeds from Sale of REO 448,757 - Proceeds from maturities, sales and principal repayments of investment securities 102,763,042 42,548,897 Purchases of premises and equipment (139,361) (1,015,451) ------------ ------------ Net cash (used) provided by investing activities 94,769,960 (13,639,121) ------------ ------------ FINANCING ACTIVITIES: Net increase in deposits 18,301,472 6,200,429 Repayments of repurchase agreements, net (1,200,000) (622,645) Net increase (decrease) in FHLB advances (110,280,000) 21,895,000 Purchase of treasury stock (1,775,892) (9,335,608) Issuance of RRPs 185,112 146,544 Proceeds from exercise of stock options 21,253 530,234 Dividends paid (1,016,309) (1,082,876) ------------ ------------ Net cash (used) provided by financing activities (95,764,364) 17,731,078 ------------ ------------ NET INCREASE (DECREASE) IN CASH (1,640,831) 3,971,015 CASH AT BEGINNING OF PERIOD 8,622,050 3,781,077 ------------ ------------ CASH AT END OF PERIOD $ 6,981,219 $ 7,752,092 ============ ============ See notes to condensed consolidated financial statements. 3 POCAHONTAS BANCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Certain information required for a complete presentation in accordance with generally accepted accounting principles has been omitted. All adjustments that are, in the opinion of management, necessary for a fair presentation of the interim financial statements have been included. The results of operations for the three and nine months ended June 30, 2000, are not necessarily indicative of the results that may be expected for the entire fiscal year or any interim period. The interim financial information should be read in conjunction with the consolidated financial statements and notes of Pocahontas Bancorp, Inc. (the "Company") including a summary of significant accounting policies followed by the Company, included in the Annual Report for the fiscal year ended September 30, 1999. The accompanying unaudited consolidated financial statements include the accounts of the Company and Pocahontas Federal Savings and Loan Association (the "Bank"), its wholly owned subsidiary. The intercompany accounts of the Company and the Bank have been eliminated in consolidation. 2. EARNINGS PER SHARE The earnings per share amounts were computed using the weighted average number of shares outstanding during the periods presented. In accordance with Statement of Position No. 93-6, Employers' Accounting for Employee Stock Ownership Plans, issued by the American Institute of Certified Public Accountants, shares owned by the Company's Employee Stock Ownership Plan that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share. The weighted average number of shares used in the basic and diluted earnings per share calculation are set out in the table below: Three Months Ended Nine Months Ended ----------------------------- --------------------------- June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 ------------- ------------- ------------- ------------- Total basic shares outstanding 5,251,081 5,599,443 5,284,598 5,923,282 Add dilutive effect of unexercised options 6,712 82,931 6,712 82,931 --------- --------- --------- --------- Total weighted average shares outstanding for dilutive earnings per share calculation 5,257,793 5,682,374 5,291,310 6,006,213 ========= ========= ========= ========= 3. DECLARATION OF DIVIDENDS On May 10, 2000, the Board of Directors declared a $.065 per share quarterly dividend for holders of record June 15, 2000. 4 4. BENEFIT PLANS Stock Option Plan - The Company's stockholders approved the 1998 Stock Option Plan ("SOP") on October 23, 1998. The SOP provides for a committee of the Company's Board of Directors to award incentive stock options, non-qualified or compensatory stock options to purchase up to 357,075 shares of Company Common Stock. The options will vest in equal amounts over five years with the first vesting date on October 23, 1999. Options granted vest immediately in the event of retirement, disability, or death, or following a change in control of the Company. Outstanding stock options can be exercised over a ten-year period. Under the SOP, options have been granted to directors and key employees of the Company. The exercise price in each case equals the fair market value of the Company's stock at the date of grant. The Company granted 350,000 options on October 23, 1998, which have an exercise price of $9.00 per share. The Company applies the provisions of APB 25 in accounting for its stock options plans, as allowed under SFAS 123, Accounting for Stock-Based Compensation. Accordingly, no compensation cost has been recognized for the options granted to employees or directors. Had compensation cost for these been determined on the fair value at the grant dates for awards under those plans consistent with the methods of SFAS No. 123, the Company's pro forma net income and pro forma earnings per share for the three and nine months ended June 30, 2000, would have been as follows: Three Months Nine Months Ended June 30, 2000 Ended June 30, 2000 ------------------------------- ----------------------------- As Reported Pro forma As Reported Pro forma Net income in thousands $ 746 $ 674 $ 2,595 $ 2,523 Earnings per share: Basic $ 0.14 $ 0.13 $ 0.49 $ 0.48 Diluted $ 0.14 $ 0.13 $ 0.49 $ 0.48 In determining the above pro forma disclosure, the fair value of options granted during the year was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: expected volatility - 37%, expected life of grant - 6.5 years, risk free interest rate 5.25%, and expected dividend rate of 2.5%. * * * * * * 5 INDEPENDENT ACCOUNTANTS' REPORT The Board of Directors and Stockholders of Pocahontas Bancorp, Inc. Pocahontas, Arkansas We have reviewed the accompanying condensed consolidated statement of financial condition of Pocahontas Bancorp, Inc. and subsidiaries (the "Company") as of June 30, 2000, and the related condensed consolidated statements of income and comprehensive income for the three-month and nine-month periods ended June 30, 2000 and 1999, and of cash flows for the nine-month periods ended June 30, 2000 and 1999. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated statement of financial condition of Pocahontas Bancorp, Inc. and subsidiaries as of September 30, 1999, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated November 1, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial condition as of September 30, 1999, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived. /s/ Deloitte & Touche LLP Little Rock, Arkansas August 4, 2000 6 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition at June 30, 2000, as compared to September 30, 1999. General. The Company's total assets decreased $96.9 million or 20.1% to $385.2 million at June 30, 2000, as compared to $482.1 million at September 30, 1999. This decrease was based on a strategy by management to restructure the balance sheet to decrease interest rate risk exposure. This quarterly report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those contemplated by such forward-looking statements. These important factors include, without limitation, the Bank's continued ability to originate quality loans, fluctuation of interest rates, real estate market conditions in the Bank's lending areas, general and local economic conditions, the Bank's continued ability to attract and retain deposits, the Company's ability to control costs, new accounting pronouncements and changing regulatory requirements. Loans receivable, net. Net loans receivable increased by $9.9 million or 4.5% to $227.6 million at June 30, 2000, from $217.7 million as of September 30, 1999. Growth in the loan portfolio was due to loan demand in the Company's local market. Management expects that loan growth within the Company's local market will remain flat given the current interest rate environment. Therefore, management is continuing to explore lending opportunities outside its current market area. Investment securities available for sale. Investment securities available for sale decreased $100.4 million, or 46.4%, to $116.1 million at June 30, 2000, from $216.5 million at September 30, 1999. This decrease was primarily due to the sale of $91.6 million of available for sale investment securities. Such securities were sold in order to reduce the Company's sensitivity to interest rate risk as calculated using the Office of Thrift Supervision's net present value model. Management anticipates that the sale of the securities will have a negative impact on earnings in future periods. Trading securities. Trading securities decreased to $0.7 million, or 50.0% at June 30, 2000, from $1.4 million at September 30, 1999 due to sales of trading account securities. Other assets. Other assets increased to $4.0 million at June 30, 2000, from $1.8 million at September 30, 1999, primarily due to an increase in deferred income taxes on the unrealized holding losses on available for sale securities. Deposits. Deposits increased $18.3 million or 8.6% to $230.2 million at June 30, 2000, from $211.9 million at September 30, 1999, primarily due to continued growth within the Company's market area. Competition for deposit continues to increase and is expected to result in higher cost of funds. Deferred compensation. Deferred compensation decreased $0.2 million or 5.9% to $3.2 million from $3.4 million at September 30, 1999. The decrease was due to regularly scheduled payments to retired directors. 7 Accrued expenses and other liabilities. Accrued expenses and other liabilities decreased $1.4 million, or 37.8%, to $2.3 million at June 30, 2000, from $3.7 million at September 30, 1999. This decrease was primarily due to the decrease in deferred income taxes for the unrealized gain/loss on available for sale securities. On September 30, 1999, the Company had a deferred income tax liability of $247,865. At June 30, 2000, the Company had a deferred income tax asset of $1,037,692, which is included in other assets. Federal Home Loan Bank advances. FHLB advances decreased $110.3 million or 51.8% to $102.8 million at June 30, 2000, from $213.1 million at September 30, 1999. This decrease was due to the increase in deposits and the sale of investment securities available for sale. Stockholders' equity. Stockholders' equity decreased $2.2 million or 4.6% to $45.8 million at June 30, 2000, from $48.0 million at September 30, 1999. The change in stockholders' equity was due to the repurchase of 274,400 shares of stock at a total price of $1.8 million, net income of $2.6 million, dividends of $1.0 million and an increase in unrealized loss on available for sale securities of $2.3 million. Comparison of Results of Operations for the Three and Nine Months Ended June 30, 2000 and 1999 Overview. Net income was $746,117 for the quarter ended June 30, 2000, compared to $702,120, for the quarter ended June 30, 1999, an increase of $43,998 or 6.3%. Basic and diluted earnings per share were $0.14 compared to basic and diluted earning per share, of $0.13 and $0.12, respectively for the same period last year. Net income for the nine month period ended June 30, 2000 was $2,594,558 compared to $2,115,142 excluding one time charges, for the same period ended June 30, 1999, an increase of $479,416 or 22.7%. Basic and diluted earnings per share for the nine-month period were $0.49 compared to basic and diluted earnings per share, excluding one-time charges, of $0.34 and $0.33, respectively, for the same period last year. The net income for the nine-month period ended June 30, 1999 including one-time charges was $175,877 or $0.03 per share basic and diluted. Net interest income. Net interest income after provision for loan losses for the quarter ended June 30, 2000 was $2,434,122 compared to $2,587,699 for the quarter ended June 30, 1999, a decrease of $153,577 or 5.9%. The decrease in net interest income was due to tightening of interest rate spreads and the sale of securities in order to improve the Bank's interest rate risk sensitivity. Management expects interest rate spreads to continue tightening. Net interest income after provision for loan losses for the nine month period ended June 30, 2000 was $8,074,167 compared to $7,927,688 for the nine month period ended June 30, 1999, an increase of $146,479 or 1.8%. Non-Interest income. Non-interest income increased to $878,727 for the three-month period ended June 30, 2000 compared to $563,885 for the quarter ended June 30, 1999, an increase of $314,842 or 55.8%. The increase in non-interest income was primarily due to an increase in fees and service charges resulting from the Company's checking account marketing program and an increase in dividends received. Fees and service charges increased $230,884, or 142.0%, to 393,494 for the three months ended June 30, 2000, compared to $162,610, for the three month period ended June 30, 1999. The increase in fee income is due to the Bank's aggressive checking account marketing program and the corresponding increase in checking accounts. Management expects the number of checking accounts to continue to increase and the consequently fee income is expected to increase. However, management does anticipate that the rate of increase will decline. Dividend income increased $112,484, or 77.2%, to $258,221 for the three month period ended June 30, 2000 8 compared to $145,737 for the three months ended June 30, 1999, the increase in dividends was primarily due a special dividend from the FHLB of approximately $130,000. Management anticipates that dividends will be lower in the future due to average balance on FHLB stock and lower dividend rate from the FHLB. Non-interest income increased to $2,340,448 for the nine month period ended June 30, 2000 compared to $1,460,664 for the nine month period ended June 30, 1999, an increase of $879,784 or 60.2%. The increase in non-interest income for the nine-month period ended June 30, 2000 was primarily the result of an increase in fees and service charges resulting from an aggressive checking account marketing program, increases in dividend income and an increase in other income. Dividend income increased $113,083, or 25.6%, to $555,011 for the nine-month period ended June 30, 2000, compared to $441,928 for the nine-month period ended June 30, 1999. The increase in dividends was primarily the result of a special dividend of approximately $130,000 from the FHLB. Fees and service charges increased $650,111, or 126.4%, to $1,164,308 for the nine-months ended June 30, 2000 from $514,197 for the nine-month period ended June 30, 1999. The gain on sale of investments securities increased $258,556, or 135% to $449,947 for the nine-month period ended June 30, 2000 due to the sale of $91.6 million of available for sale securities during the nine-months ended June 30, 2000. Other income decreased $76,846, or 30%, to, $183,505 for the nine-months ended June 30, 2000 from $260,351 for the nine-month period ended June 30, 1999. Operating expense. Total operating expenses were $2,125,538 for the three months ended June 30, 2000 compared to $2,077,522 for the three months ended June 30, 1999, an increase of $48,016 or 2.3%. Total operating expenses increased to $6.4 million for the nine-month period ended June 30, 2000, compared to $6.1 million, excluding one-time charges, for the nine-month period ended June 30, 1999, an increase of $0.3 million or 4.9%. The one time charges in the nine-month period ended June 30, 1999, were related to Mr. Martin's retirement and totaled approximately $3.0 million. Non-performing Loans and Loan Loss Provisions The allowance for loan losses is established through a provision for loan losses based on management's quarterly asset classification review and evaluation of the risk inherent in its loan portfolio and changes in the nature and volume of its loan activity. Such evaluation, which includes a review of all loans of which full collection may not be reasonably assured, considers among other matters, the estimated value of collateral, cash flow analysis, historical loan loss experience, and other factors that warrant recognition in providing appropriate allowances. No provision for loan losses was made during the three or nine month periods ended June 30, 2000 and 1999. Management believes that the current allowance for loan loss is adequate to absorb possible loan losses in the existing portfolio and appropriate considering the credit profile and history of the portfolio. However, future reviews may require additional provisions. The following table sets forth information regarding loans delinquent for 90 days or more and real estate owned by the Bank on the dates indicated. 9 June 30, 2000 September 30, 1999 ------------- ------------------ (Dollars in Thousands) Delinquent loans: Single family mortgage $ 972 $ 1,302 Other mortgage loans 371 10 Other loans 106 66 ------- ------- Total delinquent loans 1,449 1,378 Total real estate owned (1) 666 261 ------- ------- Total non-performing assets $ 2,115 $ 1,639 ======= ======= Total loans delinquent 90 days or more to net loans receivable 0.64% 0.63% Total loans delinquent 90 days or more to total assets 0.38% 0.28% Total nonperforming loans and REO to total assets 0.55% 0.34% - ----------------- (1) Net of valuation allowances It is the policy of the Bank to place loans 90 days or more past due on a non-accrual status by establishing a specific interest reserve that provides for a corresponding reduction in interest income. Delinquent loans 90 days or more past due increased $71,000 or 5.15 % between September 30, 1999 and June 30, 2000. Liquidity and Capital Resources Regulatory liquidity is defined as a percentage of the institution's average daily balance of net withdrawable deposits and current borrowings, invested with final maturities no longer than five years. The Office of Thrift Supervision requires 1.0% total liquidity. The Bank met all liquidity requirements during the nine months ended June 30, 2000. At June 30, 2000, the Company had various commitments arising in the normal course of business. Such commitments were not material and are not expected to have a material adverse impact on the operations of the Company. At June 30, 2000, the Bank's capital to assets ratio exceeded all regulatory requirements. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General. It is the objective of the Company to minimize, to the degree prudently possible, its exposure to interest rate risk, while maintaining an acceptable interest rate spread. Interest rate spread is the difference between the Company's yield on its interest-earning assets and its cost of interest-bearing liabilities. Interest rate risk is generally understood to be the sensitivity of the Company's earnings, net asset values, and stockholders' equity to changes in market interest rates. Changes in interest rates affect the Company's earnings. The effect on earnings of changes in interest rates generally depends on how quickly the Company's yield on interest-earnings assets and cost of interest-bearing liabilities react to the changes in market rates of interest. If the Company's cost of deposit accounts reacts more quickly to changes in market interest rates than the yield on the Company's mortgage loans and other interest-earnings assets, then an increasing interest rate environment is likely to adversely affect the Company's earnings and a decreasing interest rate environment is likely to favorably affect the Company's 10 earnings. On the other hand, if the Company's yield on its mortgage loans and other interest-earnings assets reacts more quickly to changes in market interest rates than the Company's cost of deposit accounts, then an increasing rate environment is likely to favorably affect the Company's earnings and a decreasing interest rate environment is likely to adversely affect the Company's earnings. Net Portfolio Value. The value of the Company's loan and investment portfolio will change as interest rates change. Rising interest rates will generally decrease the Company's net portfolio value ("NPV"), while falling interest rates will generally increase the value of that portfolio. The following table sets forth, quantitatively, as of June 30, 2000, the estimate of the projected changes in NPV in the event of a 100, 200, and 300 basis point instantaneous and permanent increase and decrease in market interest rates: Changes in Change in NPV Interest Ratess Net Portfolio Value as a Percentage of in Basis Points ----------------------- Estimated Market (Rate Shock) Amount $ Change % Change Ratio Value of Assets --------------- ------- -------- ---------- ------- -------------------- (Dollars in Thousands) +300 bp $ 12,318 $ (26,366)18 -68% 3.56% (675)bp +200 bp 21,916 (16,768) -43% 6.15% (416)bp +100 bp 30,422 (8,262) -21% 8.31% (200)bp 0 bp 38,684 10.31% -100 bp 45,581 6,897 18% 11.89% 159 bp -200 bp 50,538 11,854 31% 12.98% 267 bp -300 bp 55,116 16,432 42% 13.95% 365 bp Computations of prospective effects of hypothetical interest rate changes are calculated by the bank's internal interest rate risk model and are based on numerous assumptions, including relative levels of market interest rates, loan repayments and deposit runoffs, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates. Management cannot predict future interest rates or their effect on the Company's NPV in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates. Additionally, certain assets, such as adjustable rate loans, which represent the Company's primary loan product, have features that restrict changes in interest rates during the initial term and over the remaining life of the asset. In addition, the proportion of adjustable rate loans in the Company's portfolio could decrease in future periods due to refinancing activity if market rates decrease. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in the table. Finally, the ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase. PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings to which the Pocahontas Bancorp, Inc. or the Bank is a party or to which any of their property is subject. From time-to-time, the Bank is a party to various legal proceedings incident to its business. 11 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 Securities Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K None 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. POCAHONTAS BANCORP, INC. Date: 8/10/00 /s/ James Edington ------- ------------------------------------- James Edington President and Chief Executive Officer Date: 8/10/00 /s/ Dwayne Powell ------- ------------------------------------- Dwayne Powell Chief Financial Officer 13