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, 2001
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
No. 71-0806097
Address Telephone Number
------- ----------------
1700 E Highland (870) 802-1700
Jonesboro, AR 72401
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 4,468,680 shares of Common Stock ($.01 par value) issued and
outstanding as of December 31, 2001.
POCAHONTAS BANCORP, INC.
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, 2001
and September 30, 2001 1
Condensed Consolidated Statements of Income for the Three Months Ended
December 31, 2001 and 2000 2
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
December 31, 2001 and 2000 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 11
PART II. OTHER INFORMATION 12
ITEM 1
POCAHONTAS BANCORP, INC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
- --------------------------------------------------------------------------------
(Unaudited)
December 31, 2001 September 30, 2001
ASSETS
Cash $ 15,795,002 $ 11,145,799
Cash surrender value of life insurance 6,642,828 6,589,293
Investment securities -- trading 3,218,498 3,175,274
Investment securities -- held to maturity 9,494,078 11,500,879
Investment securities -- available for sale 81,845,500 64,974,115
Loans receivable, net 328,886,343 349,376,099
Accrued interest receivable 3,965,195 4,860,860
Premises and equipment, net 12,754,598 12,274,154
Federal Home Loan Bank Stock, at cost 2,786,500 3,786,500
Goodwill 8,928,674 7,665,461
Core deposit premium 6,063,686 6,257,469
Other assets 1,656,429 1,959,575
------------- -------------
TOTAL ASSETS $ 482,037,331 $ 483,565,478
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits $ 381,711,960 $ 348,540,922
Federal Home Loan Bank advances 30,003,631 73,315,804
Securities sold under agreements to repurchase - 350,000
Deferred compensation 4,784,170 5,138,759
Accrued expenses and other liabilities 3,764,969 4,400,383
------------- -------------
Total liabilities 420,264,730 431,745,868
TRUST PREFERRED SECURITIES 16,884,808 7,231,058
STOCKHOLDERS' EQUITY:
Common stock 69,696 69,696
Additional paid-in capital 51,201,140 51,201,140
Reduction for ESOP debt guaranty (1,441,804) (1,441,804)
Unearned RRP Shares (95,991) (116,237)
Accumulated other comprehensive income 796,054 1,222,042
Retained earnings 14,042,589 13,337,606
------------- -------------
64,571,684 64,272,443
Less treasury stock at cost (19,683,891) (19,683,891)
------------- -------------
Total stockholders' equity 44,887,793 44,588,552
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 482,037,331 $ 483,565,478
============= =============
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)
- -------------------------------------------------------------------------------
2001 2000
---- ----
INTEREST INCOME:
Loans receivable $ 6,742,077 $ 4,725,979
Investment securities 1,276,849 2,330,405
----------- -----------
Total interest income 8,018,926 7,056,384
INTEREST EXPENSE:
Deposits 3,344,506 3,037,264
Borrowed funds 838,921 1,863,638
----------- -----------
Total interest expense 4,183,428 4,900,902
NET INTEREST INCOME BEFORE PROVISION
FOR LOAN LOSSES 3,835,498 2,155,482
PROVISION FOR LOAN LOSSES 100,000 -
----------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 3,735,498 2,155,482
OTHER INCOME:
Dividends 42,666 99,283
Fees and service charges 963,495 396,993
Gain on sale of securities 82,883 37,769
Trading gain 19,935 55,197
Other 50,101 84,830
----------- -----------
Total other income 1,159,081 674,072
----------- -----------
OPERATING EXPENSE:
Compensation and benefits 1,920,498 1,125,727
Occupancy and equipment 559,487 243,421
SAIF deposit insurance premium 11,255 11,490
Professional fees 116,477 95,178
Data processing 137,540 87,681
Advertising 130,022 74,995
OTS assessment 14,123 22,755
Other 458,387 325,288
----------- -----------
Total operating expense 3,347,789 1,986,535
INCOME BEFORE INCOME TAXES 1,546,790 843,019
INCOME TAXES 529,000 190,000
----------- -----------
NET INCOME 1,017,790 653,019
----------- -----------
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding gain (loss) on available for sale securities
arising during period (381,180) 909,708
Reclassification adjustment for gains included in net income (44,808) (24,300)
----------- -----------
Other comprehensive income (loss) (425,988) 885,408
----------- -----------
COMPREHENSIVE INCOME $ 591,803 $ 1,538,427
=========== ===========
BASIC EARNINGS PER SHARE $ 0.23 $ 0.15
=========== ===========
DILUTED EARNINGS PER SHARE $ 0.23 $ 0.15
=========== ===========
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)
- --------------------------------------------------------------------------------
2001 2000
---- ----
OPERATING ACTIVITIES:
Net income $ 1,017,790 $ 653,019
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 100,000 -
Depreciation of premises and equipment 229,029 112,950
Amortization of deferred loan fees (50,119) (11,436)
Amortization of premiums and discounts, net 49,359 (93,081)
Net gain on sale of assets (82,884) (38,276)
Cash surrender value of life insurance policies (53,535) (48,372)
Trading securities (43,224) (119,776)
Accrued interest receivable 895,665 217,495
Core deposit premium 193,783 71,514
Other assets (41,354) 550,322
Deferred compensation (354,589) 8,742
Accrued expenses and other liabilities (635,414) 267,660
---------- ---------
Net cash provided by operating activities 1,224,507 1,570,761
---------- ---------
INVESTING ACTIVITIES:
Acquisition of Southern Mortgage Corp, net of cash acquired (849,049) -
Adjustment to acquisition of Walden Smith (453,907) -
Purchase of investment securities (30,383,468) (1,898,050)
Loan repayments and originations, net 20,477,951 1,370,625
1,000,000 831,900
Net decrease in FHLB stock
Proceeds from maturities, sales and principal repayments
of investment securities 15,088,345 11,221,550
Proceeds from sale of real estate owned 344,500 51,849
Purchase of premises and equipment (669,731) (18,199)
----------- ----------
Net cash provided by investing activities 4,554,641 11,659,675
----------- ----------
FINANCING ACTIVITIES:
Net increase (decrease) in deposits 33,171,038 (697,012)
Net increase (decrease) in repurchase agreements (350,000) 1,275,000
Proceeds of FHLB advances 143,870,000 594,995,000
Repayment of FHLB advances 187,182,173) (614,305,000)
Proceeds from issuance of trust preferred securities, net 9,653,750 -
Issuance of RRP's 20,246 37,599
Dividends paid (312,806) (309,619)
----------- ------------
Net cash used by financing activities (1,129,945) (19,004,032)
---------- ------------
NET INCREASE (DECREASE) IN CASH 4,649,203 (5,773,596)
CASH AT BEGINNING OF PERIOD 11,145,799 12,941,447
CASH AT END OF PERIOD ----------- ------------
$15,795,002 $ 7,167,851
=========== ============
See notes to condensed consolidated financial statements.
3
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, 2001, are not necessarily indicative of the
results that may be expected for the fiscal year ending September 30,
2002, 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, 2001. The accompanying unaudited consolidated financial
statements include the accounts of the Company and its subsidiary First
Community Bank (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 December 31,
-------------------------------
2001 2000
Total basic shares outstanding 4,383,541 4,284,357
Add dilutive effect of unexercised options 0 9,328
--------- ---------
Total weighted average shares outstanding
for dilutive earnings per share calculation 4,383,541 4,293,685
========= =========
3. DECLARATION OF DIVIDENDS
On December 7, 2001, the Board of Directors declared a $0.07 per share
quarterly dividend for holders of record December 14, 2001.
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 per share would have been as
follows:
Three-Months Ended December 31,
-------------------------------
2001 2000
Net income (in thousands):
As reported $ 1,018 $ 653
Pro forma 993 629
Earnings per share:
Basic - as reported 0.23 0.15
Basic - pro forma 0.23 0.15
Diluted - as reported 0.23 0.15
Diluted - pro forma 0.23 0.15
There were 350,000 unexercised options outstanding under the Company's
1998 Stock Option Plan as of September 30, 2001. No options were
exercised, forfeited or granted under the 1998 Stock Option Plan during
the quarter ended December 31, 2001.
5. TRUST PREFERRED SECURITIES
On December 8, 2001, the Company issued $10.0 million of trust preferred
securities with a floating coupon rate, which is reset semi-annually,
equal to the six-month LIBOR plus 375 basis points. The floating rate may
not exceed 11.0% until December 8, 2006. The securities were sold pursuant
to an exemption from registration under the Securities Act of 1933 (the
"Act"), and have not been registered under the Act. The proceeds, net of
issuance costs, to the Company were approximately $9.65 million. The
Company plans to use the proceeds for general corporate purposes,
including but not limited to additional business acquisitions, stock
repurchases, dividends and corporate expenses. Under current tax law, the
dividend paid on trust preferred securities is deductible.
6. COMMITMENTS AND CONTINGENCIES
The Company is a defendant in certain claims and legal actions arising in
the ordinary course of business. In the opinion of management, after
consultation with legal counsel, the ultimate disposition of these matters
is not expected to have a material adverse effect on the consolidated
financial statements of the Company.
5
7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and
Other Intangible Assets. The statement will require discontinuing the
amortization of goodwill and other intangible assets with indefinite
useful lives. Instead, these assets will be tested periodically for
impairment and written down to their fair value as necessary. The Company
adopted the provisions of this statement on October 1, 2001. Annual
amortization expense would have been approximately $383,000 for the year
ended September 30, 2002. Within six months (by March 31, 2002) of
adoption of SFAS No. 142, the Company will have completed a transitional
impairment review to identify if there is an impairment to the goodwill or
intangible assets of indefinite life using fair value methodology which
differs from an undiscounted cash flow methodology which continues to be
used for intangible assets with an identifiable life. Any impairment loss
resulting from the transitional impairment test will be recorded as a
cumulative effect of a change in accounting principle for the quarter
ended March 31, 2002. Subsequent impairment losses will be reflected in
operating income in the income statement.
In October 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 provides one
accounting model, based on the framework established by SFAS No. 121, for
long-lived assets to be disposed of by sale and addresses significant
implementation issues. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001. Management does not believe that the
adoption of SFAS No. 144 will have a material effect on the Company's
consolidated financial statements.
8. PLAN OF MERGER
The Company entered into an Agreement and Plan of Merger (the "Plan of
Merger") with North Arkansas Bancshares, Inc. ("NARK"), which provides,
among other things, that (i) NARK will be merged (the "Merger") with and
into the Company, with the Company as the surviving corporation (ii)
Newport Federal Savings Bank, the savings bank subsidiary of NARK
("Newport Federal"), will be merged with and into the Bank with the Bank
as the surviving institution, (iii) each outstanding share of NARK common
stock issued and outstanding at the effective time of the Merger will be
converted into shares of common stock of the Company in accordance with an
"Exchange Ratio," as defined in the Plan of Merger, and (iv) each share of
the Registrant's common stock issued and outstanding immediately prior to
the effective time of the Merger will remain an outstanding share of
common stock of the Company. The directors and executive officers of NARK
have entered into agreements to vote NARK shares owned by them in favor of
the Plan of Merger.
In connection with the Plan of Merger, the Company and NARK entered into a
Stock Option Agreement in which NARK granted to the Company the option to
purchase, under certain conditions, up to 55,802 shares of NARK common
stock at an exercise price of $11.25 per share. The option is exercisable
only upon the occurrence of certain events that would jeopardize
completion of the Merger. The Stock Option Agreement also permits the
Company to require NARK to repurchase the option shares.
6
Consummation of the Merger is subject to certain conditions, including the
approval of stockholders of NARK, and the receipt of all required
regulatory approvals. The Merger is structured as a tax-free
reorganization. It is expected that the Merger will be completed prior to
June 30, 2002.
9. SUBSEQUENT EVENTS
On January 16, 2002 the Company announced that its wholly-owned
subsidiary, First Community Bank, had entered into a definitive agreement
under which the Company would acquire Peoples Bank of Imboden, an Arkansas
bank subsidiary of Spring Rivers Banchares, Inc. in a cash merger valued
at approximately $8.0 million. The Board of Directors of each institution
has unanimously approved the transaction. The acquisition is expected to
be completed prior to July 31, 2002.
7
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, 2001,
and the related condensed consolidated statements of income and comprehensive
income and of cash flows for the three-month periods ended December 31, 2001 and
2000. 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, 2001, 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 9, 2001, 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 December 31, 2001, 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
February 1, 2002
8
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Financial Condition at December 31, 2001, as compared to September 30, 2001.
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 $1.6 million or 0.3% to $482.0
million at December 31, 2001, as compared to $483.6 million at September 30,
2001, primarily due to a decrease in net loans receivable of $20.5 million, or
5.9% attributed management's determination to maintain high underwriting
standards in the face of a generally weakening local economy, which resulted in
lower origination of new loans during the three months ended December 31, 2001.
The resulting excess liquidity was directed to the purchase of approximately
$30.5 million in investment securities. The decrease in total assets was also
due to the call of $8.0 million of investment securities, and the sale of $3.1
million in loans during the three months ended December 31, 2001.
Loans receivable, net. Net loans receivable decreased by $20.5 million or 5.87%
to $328.9 million at December 31, 2001, from $349.4 million as of September 30,
2001. The decrease was attributed to management's determination to maintain high
underwriting standards in the face of a generally weakening local economy, which
resulted in lower origination of new loans during the three months ended
December 31, 2001.
Investment securities held to maturity. Investment securities held to maturity
decreased $2.0 million, or 17.4%, to $9.5 million at December 31, 2001, from
$11.5 million at September 30, 2001. The decrease in the Company's held to
maturity investment portfolio was due to the maturity of securities.
9
Investment securities available for sale. Investment securities available for
sale increased $16.8 million, or 25.8%, to $81.8 million at December 31, 2001,
from $65.0 million at September 30, 2001. The increase was primarily due to the
purchase of $30.4 million of investment securities and the call and maturity of
$9.0 million of investment securities during the quarter ended December 31,
2001.
Investment securities trading. Trading investment securities increased $0.04
million, or 1.3%, to $3.22 million at December 31, 2001, from $3.18 million at
September 30, 2001. This increase was the result of an increase in market value
of trading securities.
Deposits. Deposits increased $33.2 million or 9.5% to $381.7 million at December
31, 2001, from $348.5 million at September 30, 2001, primarily due to an
increase in certificates of deposits.
Federal Home Loan Bank Advances and securities sold under agreements to
repurchase. FHLB advances decreased $43.7 million or 59.3% to $30.0 million at
December 31, 2001, from $73.7 million at September 30, 2001. This decrease was
due to the use of proceeds from the increase in certificate of deposit accounts
to repay FHLB advances.
Trust Preferred Securities. Trust preferred securities of $10.0 million were
issued during the three-month period ended December 31, 2001. Net proceeds to
the Company were $9.65 million.
Stockholders' equity. Total stockholders' equity increased $0.3 million or 0.7%
to $44.9 million at December 31, 2001, from $44.6 million at September 30, 2001.
Such increase was due to income from continuing operations partially offset by
dividends and a decrease in the unrealized gain on available-for-sale
securities, net of the income tax effect.
10
Comparison of Results of Operations for the Three Months Ended December, 2001
and 2000.
Overview. For the three-month periods ended December 31, 2001 and 2000, net
income was approximately $1.0 million and $0.7 million respectively, an increase
of $0.3 million or 42.9%.
Net interest income. For the three-month period ended December 31, 2001 and
2000, net interest income before provision for loan losses increased
approximately $1.7 million or 81.0% to $3.8 million from $2.1 million for the
three month period ended December 31, 2000. The increase in net interest income
was due to a decrease in borrowed funds resulting in lower interest expense and
due to the fact that the average rates on deposits have decreased faster than
the average rates on loans receivable in the generally lower market interest
rate environment. Also, the acquisition of First Community Bank in May 2001
resulted in an increase in the volume of interest earning assets and interest
bearing liabilities.
Rate/Volume Analysis (in thousands)
Three-Month Periods Ended December, 2001 vs. 2000
Increase/(Decrease)
Due to
------
Total
Rate/ Increase
Volume Rate Volume (Decrease)
------ ---- ------ ----------
Interest income:
Loans Receivable $ 4,577 $ 2,816 $ (5,377) $ 2,016
Investment securities (2,126) (1,789) 2,862 (1,053)
------------- -------------- -------------- --------------
Total interest earning assets 2,451 1,027 (2,515) 963
Interest expense:
Deposits 3,789 (2,006) (1,476) 307
Borrowed funds (1,462) (4,618) 5,055 (1,025)
------------- -------------- -------------- --------------
Total interest bearing liabilities 2,327 (6,624) 3,579 (718)
------------- -------------- --------------
Net change in net interest income $ 124 $ 7,651 $ (6,094) 1,681
============= ============== ==============
Provision for Loan Losses 100
--------------
Net change in net interest income after
provision for loan losses $ 1,581
==============
Other income. Other income increased to $1.2 million for the three-month period
ended December 31, 2001 compared to $0.7 million for the quarter ended December
31, 2000, an increase of $0.5 million or 71.4%. The increase in other income was
primarily due to an increase in fees and service charges due to an increase in
deposit accounts and due to the Company's checking account marketing program.
11
Operating Expense. For the three-month period ended December 31, 2001, operating
expenses increased $1.3 million, or 65.0%, to $3.3 million from $2.0 million for
the three months ended December 31, 2000. The increase in operating expenses was
primarily due to an increase in compensation and occupancy expenses resulting
from the acquisition of First Community Bank by the Company in May 2001.
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. A provision of $100,000 was made during the three month
period ended December 31, 2001 and no provision for loan losses was made during
the three month periods ended December 31, 2000. Management believes that the
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, 2001 September 30, 2001
----------------- ------------------
(Dollars in Thousands)
Delinquent loans:
Single family mortgage $ 1,870 $ 1,883
Other mortgage loans 2,300 2,988
Other loans 1,461 1,454
-------- --------
Total delinquent loans 5,631 6,325
Total real estate owned (1) 1,195 1,342
-------- --------
Total non-performing assets $ 6,826 $ 7,667
======== ========
Total loans delinquent 90 days or more to net
loans receivable 1.72% 1.81%
Total loans delinquent 90 days or more to total assets 1.18% 1.31%
Total nonperforming loans and REO to total assets 1.42% 1.59%
(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 decreased $694,000 or 11.0% between September 30, 2001 and December 31,
2001.
12
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, 2001.
At December 31, 2001, 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, 2001, the Bank's capital ratios exceeded all regulatory
requirements.
13
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General. It is the objective of the Company to minimize, to the degree prudent,
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 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 September 30, 2001, the OTS 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 Rates Net Portfolio Value as a Percentage of
in Basis Points (Dollars in thousands) Estimated Market
------------------------------------
(Rate Shock) Amount $ Change % Change Ratio Value of Assets
------------ ------- --------- --------- ----- -----------------
+300 bp $ 48,971 $ (16,272) -24.9% 10.27% (-2.81) bp
+200 bp 54,914 (10,330) -15.8% 11.33% (-1.75) bp
+100 bp 60,594 (4,649) -7.1% 12.31% (-1.93) bp
0 bp 65,243 - 0% 13.08% 0.00%
-100 bp 68,501 3,257 5% 13.58% 0.50%
-200 bp 71,350 6,107 9% 14.00% 0.93%
-300 bp - -
14
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
On November 26, 2001, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K. The report disclosed in Item 5 "Other
Events" that the Company had entered into an Agreement and Plan of Merger with
North Arkansas Bancshares, Inc. No financial statements were required to be
filed with this report. The Agreement and Plan of Merger dated November 20,
2001, was filed as an exhibit to the report.
15
SIGNATURES
----------
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: 2/14/02 /s/ Dwayne Powell
-------------- -----------------------------
Dwayne Powell
President and CEO
Date: 2/14/02 /s/ Terry Prichard
-------------- -----------------------------
Terry Prichard
Senior Vice President/Controller
16