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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20552
Form 10-Q
(X) QUARTERLY REPORT UNDER 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
COMMISSION FILE # 0-23969
POCAHONTAS BANCORP, INC.
DELAWARE IRS Employer Identification
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No. 71-0806097
Address Telephone Number
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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
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There were 4,454,357 shares of Common Stock ($.10 par value) issued and
outstanding as of December 31, 2000. pocahontas Bancorp, Inc.
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TABLE OF CONTENTS
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Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Financial Condition at
December 31, 2000 and September 30, 2000 1
Condensed Consolidated Statements of Income for the Three Months
Ended December 31, 2000 and 1999 2
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended December 31,2000 and 1999 3
Notes to Condensed consolidated Financial Statements 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 10
ITEM 1
POCAHONTAS BANCORP, INC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
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(Unaudited)
December 31, 2000 September 30, 2000
ASSETS
Cash $ 7,167,851 $ 12,941,447
Cash surrender value of life insurance 6,206,448 6,158,076
Investment securities -- trading 1,246,488 1,126,712
Investment securities -- held to maturity 11,392,209 9,465,856
Investment securities -- available for sale 107,839,968 118,024,962
Loans receivable, net 233,058,213 234,416,895
Accrued interest receivable 3,034,444 3,251,939
Premises and equipment, net 3,685,099 3,779,850
Federal Home Loan Bank Stock, at cost 5,156,300 5,988,200
Core deposit premium 2,082,617 2,154,131
Other assets 3,094,284 3,796,455
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TOTAL ASSETS $ 383,963,921 $ 401,104,523
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits $ 234,274,495 $ 234,971,507
Federal Home Loan Bank advances 98,680,000 117,990,000
Securities sold under agreements to repurchase 2,650,000 1,375,000
Deferred compensation 3,246,834 3,238,092
Accrued expenses and other liabilties 2,419,254 2,151,594
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Total liabilities 341,270,583 359,726,193
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock 69,553 69,553
Additional paid-in capital 51,307,395 51,307,395
Reduction for ESOP debt guaranty (2,032,221) (2,032,221)
Unearned RRP Shares (240,061) (277,660)
Accumulated other comprehensive income (loss) (160,461) (1,094,470)
Retained earnings 13,433,024 13,089,624
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62,377,229 61,062,221
Less treasury stock at cost (19,683,891) (19,683,891)
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Total stockholders' equity 42,693,338 41,378,330
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 383,963,921 $ 401,104,523
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See notes to condensed consolidated financial statements.
1
POCAHONTAS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME
THREE MONTHS ENDED DECEMBER 31 (UNAUDITED)
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2000 1999
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INTEREST INCOME:
Loans receivable $ 4,725,979 $ 4,286,259
Investment securities 2,330,405 3,530,266
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Total interest income 7,056,384 7,816,525
INTEREST EXPENSE:
Deposits 3,037,264 2,319,153
Borrowed funds 1,863,638 2,612,662
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Total interest expense 4,900,902 4,931,815
NET INTEREST INCOME 2,155,482 2,884,710
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PROVISION FOR LOAN LOSSES - -
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NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,155,482 2,884,710
OTHER INCOME:
Dividends 99,283 163,039
Fees and service charges 396,993 384,936
Gain on sale of securities 37,769 266,690
Trading gain (loss) 55,197 (19,038)
Other 84,830 36,409
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Total other income 674,072 832,036
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OPERATING EXPENSE:
Compensation and benefits 1,125,727 1,114,908
Occupancy and equipment 243,421 242,596
SAIF deposit insurance premium 11,490 30,140
Professional fees 95,178 84,569
Data processing 87,681 81,244
Advertising 74,995 165,872
OTS assessment 22,755 21,330
Other 325,288 361,830
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Total operating expense 1,986,535 2,102,489
INCOME BEFORE INCOME TAXES 843,019 1,614,257
INCOME TAXES 190,000 575,000
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NET INCOME 653,019 1,039,257
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OTHER COMPREHENSIVE INCOME (LOSS) NET OF TAX:
Unrealized holding gain (loss) on available for sale securities
arising during period 909,708 (1,845,857)
Reclassification adjustment for gains included in net income (24,300) (171,748)
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Other comprehensive income/(loss) 885,408 (2,017,605)
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COMPREHENSIVE INCOME (LOSS) $ 1,538,427 $ (978,348)
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BASIC EARNINGS PER SHARE $ 0.15 $ 0.20
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DILUTED EARNINGS PER SHARE $ 0.15 $ 0.20
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See notes to condensed consolidated financial statements.
2
POCAHONTAS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31 (UNAUDITED)
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2000 1999
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OPERATING ACTIVITIES:
Net income $ 653,019 $ 1,039,257
Adjustments to reconcile net income to net cash
Depreciation of premises and equipment 112,950 117,761
Amortization of deferred loan fees (11,436) (20,991)
Amortization of premiums and discounts, net (93,081) (56,464)
Net gain on sale of assets (38,276) (8,697)
Cash surrender value of life insurance policies (48,372) (48,371)
Trading securities (119,776) 541,701
Accrued interest receivable 217,495 316,484
Core deposit premium 71,514 71,514
Other assets 550,322 (372,874)
Expensed RRP shares - 61,702
Deferred compensation 8,742 (39,135)
Accrued expenses and other liabilities 267,660 (1,282,771)
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Net cash provided by operating activities 1,570,761 319,116
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INVESTING ACTIVITIES:
Purchase of investment securities (1,898,050) 0
Loan repayments and originations, net 1,370,625 (4,063,422)
Net decrease in FHLB stock 831,900 2,287,800
Proceeds from maturities, sales and principal repayments
of investment securities 11,221,550 39,547,616
Proceeds from sale of real estate owned 151,849 122,175
Purchase of premises and equipment (18,199) (58,468)
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Net cash provided by investing activities 11,659,675 37,835,701
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FINANCING ACTIVITIES:
Net increase (decrease) in deposits (697,012) 9,215,262
Net increase in repurchase agreements 1,275,000 125,000
Proceeds of FHLB advances 594,995,000 429,291,000
Repayment of FHLB advances (614,305,000) (471,456,000)
Purchase of Treasury Stock 0 (47,004)
Issuance of RRP's 37,599 0
Dividends paid (309,619) (331,117)
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Net cash used by financing activities (19,004,032) (33,202,859)
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NET INCREASE/(DECREASE) IN CASH (5,773,596) 4,951,958
CASH AT BEGINNING OF PERIOD 12,941,447 8,622,050
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CASH AT END OF PERIOD $ 7,167,851 $ 13,574,008
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See notes to condensed consolidated financial statements.
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POCAHONTAS BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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1. BASIS OF PRESENTATION
The accompanying unaudited condensed 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 months ended December
31, 2000, are not necessarily indicative of the results that may be expected
for the fiscal year ending September 30, 2001, 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"), included in the Annual Report for the fiscal year ended September
30, 2000. The accompanying unaudited consolidated financial statements
include the accounts of the Company and Pocahontas Federal Savings and Loan
Association (the "Bank"). The intercompany accounts of the Company and the
Bank have been eliminated in consolidation.
2. EARNINGS PER COMMON SHARE
The earnings per share amounts were computed using the weighted average
number of shares outstanding during the periods presented.
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
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December 31, December 31,
2000 1999
Total basic shares outstanding 4,284,357 5,302,928
Add dilutive effect of unexercised options 9,328 24,758
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Total weighted average shares
outstanding for dilutive earnings
per share calculation 4,293,685 5,327,686
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3. DECLARATION OF DIVIDENDS
On November 8, 2000, the Board of Directors declared a $0.065 per share
quarterly dividend for holders of record December 15, 2000.
4
4. STOCK COMPENSATION
The Company applies the provisions of APB 25 in accounting for its stock
option 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 pre share would have been as follows:
As Reported Pro forma
Net income in thousands $ 653 $ 629
Earnings per share:
Basic $0.15 $0.15
Diluted $0.15 $0.15
There were 350,000 unexercised options outstanding under the Company's 1998
Stock Option Plan as of September 30, 2000. No options were exercised,
forfeited or granted under the 1998 Stock Option Plan during the quarter
ended December 31, 2000.
5. SUBSEQUENT EVENT
On January 4, 2001, the Company entered into an Agreement and Plan of Merger
(the "Agreement") by and between the Company and Walden/Smith Financial
Group, Inc. and First Community Bank. Under the terms of the Agreement, the
Company will acquire by merger Walden/Smith Financial Group, Inc. As part of
the transaction, First Community Bank will be merged with the Bank, which
will remain the wholly-owned subsidiary of the Company.
In connection with the merger, all outstanding shares of common stock of
Walden/Smith Financial Group, Inc. will be canceled in exchange for the right
to receive aggregate merger consideration of $28 million, subject to certain
adjustments. The transaction will be accounted for using the purchase method.
A copy of the Agreement and Plan of Merger and the press release relating to
the announcement of the transaction was filed as an exhibit to Form 8-K filed
with the Securities and Exchange Commission on January 19, 2001.
* * * * * *
5
INDEPENDENT ACCOUNTANTS' REPORT
To 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. (the "Company") as of December 31, 2000,
and the related condensed consolidated statements of income and comprehensive
income and of cash flows for the three-month periods ended December 31, 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, 2000, 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 8, 2000, 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, 2000, is fairly stated, in all
material respects, in relation to the consolidated statement of financial
condition from which it has been derived.
/s/ Deloitte & Toushe LLP
Little Rock, Arkansas
February 9, 2001
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Financial Condition at December 31, 2000, as compared to September 30, 2000.
Forward-Looking Statements. When used in this 10Q Report, the words or phrases
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project" or similar expressions are intended to identify "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties including changes in economic conditions in the Company's market
area, changes in policies by regulatory agencies, fluctuations in interest
rates, demand for loans in the Company's market area, and competition that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. The Company wishes to caution readers not
to place undue reliance on any such forward-looking statements, which speak only
as of the date made. The Company wishes to advise readers that the factors
listed above could affect the Company's financial performance and could cause
the Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
The Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any forward-
looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
General. The Company's total assets decreased $17.1 million or 4.3% to $384.0
million at December 31, 2000, as compared to $401.1 million at September 30,
2000, primarily due to the use of proceeds from the sale of investment
securities and excess cash on hand at September 30, 2000 to repay FHLB advances.
Loans receivable, net. Net loans receivable decreased by $1.4 million or .6% to
$233.0 million at December 31, 2000, from $234.4 million as of September 30,
2000, primarily due to the decrease in demand for mortgage loans within the
Bank's market area. With an anticipated decline in interest rates management
expects mortgage volume to increase in the Company's second quarter.
Investment securities held to maturity. Investment securities held to maturity
increased $1.9 million, or 20.0%, to $11.4 million at December 31, 2000, from
$9.5 million at September 30, 2000. The increase in the Company's held to
maturity investment portfolio was due to the purchase of $2.0 million of
corporate bonds.
Investment securities available for sale. Investment securities available for
sale decreased $10.2 million, or 8.6%, to $107.8 million at December 31, 2000,
from $118.0 million at September 30, 2000. The decrease was primarily due to
the sale of $4.9 million investment securities and the call of $4.0 million of
investment securities during the quarter ended December 31, 2000.
7
Trading securities. Trading securities increased $0.1 million, or 9.1%, to $1.2
million at December 31, 2000, from $1.1 million at September 30, 2000. This
increase was the result of a increase in market value of trading securities.
Deposits. Deposits decreased $0.7 million or 0.3% to $234.3 million at December
31, 2000, from $235.0 million at September 30, 2000, primarily due to the
increase in competition within the local market area and changes in the interest
rate environment.
Federal Home Loan Bank Advances and securities sold under agreements to
repurchase. FHLB advances decreased $19.3 million or 16.4% to $98.7 million at
December 31, 2000, from $118.0 million at September 30, 2000. This decrease was
due to the use of proceeds from the sale of investment securities and excess
cash on hand at to repay advances.
Stockholders' equity. Total stockholders' equity increased $1.3 million or 3.2%
to $42.7 million at December 31, 2000, from $41.4 million at September 30, 2000.
Such increase was due to income from continuing operations less dividends and an
increase in the unrealized gain on available for sale securities, net of the
income tax effect.
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Comparison of Results of Operations for the Three Months Ended December, 2000
and 1999
Overview. For the three-month periods ended December 31, 2000 and 1999, net
income was $653,019 and $1,039,257 respectively.
Net interest income. For the three-month period ended December 31, 2000 and
1999, net interest income decreased approximately $729,228 or 25.3% to $2.2
million. The decrease in net interest income was due to the decrease in net
loans receivable, decrease in investment securities, and higher average rates on
deposits and borrowings. The decrease in net interest income is also due to the
fact that the average rates on deposits have increased faster than the average
rates on loans receivable. Approximately $3.3 million of the decrease in net
interest income was due to the changes in rate and approximately $.2 million of
the decrease was due to changes in volume.
Total Operating Expense. For the three-month period ended December 31, 2000 and
1999, total operating expense decreased approximately $115,954 or 5.5% to $2.0
million. The decrease in total operating expense was due to normal fluctuations
in operations and continued cost control efforts.
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
adequate allowances. No provision for loan losses was made during the three
month periods ended December 31, 2000 and 1999. Management believes that the
current allowance for loan loss is adequate to absorb loan losses in the
existing 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.
December 31, 2000 September 30, 2000
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(Dollars in Thousands)
Delinquent loans:
Single family mortgage $ 1,345 $ 1,477
Other mortgage loans 384 485
Other loans 64 54
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Total delinquent loans 1,793 2,016
Total real estate owned (1) 786 646
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Total non-performing assets 2,579 2,662
Total loans delinquent 90 days or more to net
loans receivable 0.77% 0.86%
Total loans delinquent 90 days or more to total assets 0.47% 0.50%
Total nonperforming loans and REO to total assets 0.67% 0.66%
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(1) Net of valuation allowances
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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 decreased $223,000 or 11.1% between September 30, 2000 and December 31,
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 three-months ended December 31, 2000.
At December 31, 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 December 31, 2000, the Bank's capital ratios exceeded all regulatory
requirements.
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ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See discussion of qualitative and quantitative risks in the September 30, 2000
annual report. There have been no material changes in the market risk of the
Company in the intervening three-month period.
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.
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
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant had duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POCAHONTAS BANCORP, INC.
Date: _________ _____________________________________
James Edington
President and CEO
Date: _________ ___________________________________
Dwayne Powell
Chief Financial Officer
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