UNITED STATES SECURITIES AND EXCHANGE COMMISSION 450 5TH STREET, N.W. WASHINGTON, D. C. 20549 FORM 10-QSB (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0-25088 PERRY COUNTY FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Missouri 43-1694505 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 14 North Jackson Street, Perryville, Missouri 63775-1334 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (573) 547-4581 Not applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 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 . Indicate the number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding March 31, 2000 Common Stock, par value $.01 per share 741,928 Shares PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2000 INDEX PAGE NO. PART I - Financial Information (Unaudited) Consolidated Balance Sheets 1 Consolidated Statements of Operations 2,4 Consolidated Statements of Comprehensive Earnings (Loss) 3,5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - Other Information 12 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) March 31, September 30, Assets 2000 1999 Cash and cash equivalents $ 43,228,896 2,702,394 Securities available for sale, at market value (amortized cost of $40,689,812) - 37,598,925 Federal Home Loan Bank stock 750,000 750,000 Mortgage-backed securities available for sale, at market value (amortized cost of $31,209,324 and $37,243,056) 29,871,182 36,491,591 Loans receivable, net 17,050,166 16,600,996 Premises and equipment, net 299,868 311,740 Accrued interest receivable: Securities - 497,458 Mortgage-backed securities 170,129 203,805 Loans receivable 74,916 79,191 Deferred tax asset 1,349,704 1,325,803 Refundable income taxes 845,320 - Other assets 41,980 55,047 Total assets $ 93,682,161 96,616,950 Liabilities and Stockholders' Equity Deposits $ 67,001,589 67,747,445 Accrued interest on deposits 139,919 151,751 Advances from FHLB of Des Moines 15,000,000 15,000,000 Advances from borrowers for taxes and insurance 149,683 288,846 Other liabilities 31,268 89,218 Income taxes payable - 122,812 Total liabilities 82,322,459 83,400,072 Commitments and contingencies Serial preferred stock, $.01 par value, 1,000,000 shares authorized; none issued and outstanding - - Common stock, $.01 par value; 5,000,000 shares authorized; 856,452 shares issued 8,565 8,565 Additional paid-in capital 8,240,797 8,220,541 Common stock acquired by ESOP (432,290) (455,275) Common stock acquired by MRP (96,432) (141,056) Unrealized gain (loss) on securities and MBSs available for sale, net (843,030) (2,420,682) Treasury stock at cost, 114,524 and 114,524 shares (2,193,325) (2,193,325) Retained earnings - substantially restricted 6,675,417 10,198,110 Total stockholders' equity 11,359,702 13,216,878 Total liabilities and stockholders' equity $ 93,682,161 96,616,950 See accompanying notes to consolidated financial statements. 1 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 2000 1999 Interest income: Loans receivable $ 318,195 303,566 Mortgage-backed securities 536,526 564,205 Securities 495,404 644,406 Other interest-earning assets 209,882 90,737 Total interest income 1,560,007 1,602,914 Interest expense: Deposits 829,815 824,049 Advances from FHLB 208,681 206,387 Total interest expense 1,038,496 1,030,436 Net interest income 521,511 572,478 Provision for loan losses - 5,000 Net interest income after provision for loan losses 521,511 567,478 Noninterest income: Service charges on NOW accounts 6,268 5,538 Loss on sale of securities available for sale (5,261,062) - Gain (loss) on sale of mortgage-backed securities available for sale (50,718) 50,218 Other 4,899 1,222 Total noninterest income (5,300,613) 56,978 Noninterest expense: Compensation and benefits 142,562 150,893 Occupancy expense 7,154 7,433 Equipment and data processing expense 25,192 23,343 SAIF deposit insurance premium 3,590 9,775 Other 31,018 41,026 Total noninterest expense 209,516 232,470 Earnings (loss) before income taxes (4,988,618) 391,986 Income taxes (1,668,036) 155,685 Net earnings (loss) $ (3,320,582) 236,301 Basic earnings (loss) per common share $ (4.76) .31 Diluted earnings (loss) per common share $ (4.76) .31 Dividends per share $ .00 .50 See accompanying notes to consolidated financial statements. 2 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Comprehensive Earnings (Loss) (Unaudited) Three Months Ended March 31, 2000 1999 Net earnings (loss) $ (3,320,582) 236,301 Other comprehensive earnings - unrealized gain (loss) on securities available for sale, net: Reclassification adjustment for loss (gain), net of income taxes, included in net earnings 3,505,775 (31,637) Unrealized holding gains (losses), net (32,904) (246,473) Comprehensive earnings (loss) $ 152,289 (41,809) See accompanying notes to consolidated financial statements. 3 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) Six Months Ended March 31, 2000 1999 Interest income: Loans receivable $ 635,745 605,767 Mortgage-backed securities 1,116,158 1,131,687 Securities 1,187,171 1,214,594 Other interest-earning assets 254,566 235,310 Total interest income 3,193,640 3,187,358 Interest expense: Deposits 1,663,390 1,664,274 Advances from FHLB 419,655 417,361 Total interest expense 2,083,045 2,081,635 Net interest income 1,110,595 1,105,723 Provision for loan losses - 5,000 Net interest income after provision for loan losses 1,110,595 1,100,723 Noninterest income: Service charges on NOW accounts 12,785 11,673 Loss on securities available for sale (5,747,625) - Gain (loss) on sale of mortgage-backed securities available for sale (238,216) 50,218 Other 5,296 2,375 Total noninterest income (5,967,760) 64,266 Noninterest expense: Compensation and benefits 302,296 306,762 Occupancy expense 14,364 15,257 Equipment and data processing expense 47,130 50,577 SAIF deposit insurance premium 13,645 19,095 Other 68,094 88,316 Total noninterest expense 445,529 480,007 Earnings (loss) before income taxes (5,302,694) 684,982 Income taxes (1,780,857) 271,762 Net earnings (loss) $ (3,521,837) 413,220 Basic earnings (loss) per common share $ (5.05) .54 Diluted earnings (loss) per common share $ (5.05) .54 Dividends per share $ .00 .50 See accompanying notes to consolidated financial statements. 4 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Comprehensive Earnings (Loss) (Unaudited) Six Months Ended March 31, 2000 1999 Net earnings (loss) $ (3,521,837) 413,220 Other comprehensive earnings (loss) - unrealized gain (loss) on securities available for sale, net: Reclassification adjustment for loss (gain), net of income taxes, included in net earnings 3,950,655 (31,637) Unrealized holding gains (losses), net (2,373,003) (427,012) Comprehensive earnings (loss) $ (1,944,185) (45,429) See accompanying notes to consolidated financial statements. 5 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Six Months Ended March 31, 2000 1999 Cash flows from operating activities: Net earnings (loss) $ (3,521,837) 413,220 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation expense 13,570 14,380 Provision for loan losses - 5,000 Loss on sale of securities available for sale 5,747,625 - Gain (loss) on sale of mortgage-backed securities available for sale 238,216 (50,218) ESOP expense 43,241 47,884 MRP expense 44,624 40,251 Amortization of premiums, discounts and loan fees, net (265,994) (207,421) Decrease (increase) in: Accrued interest receivable 535,409 (67,089) Deferred tax asset (950,459) - Refundable income taxes (845,320) - Other assets 13,067 (24,175) Increase (decrease) in: Accrued interest on deposits (11,832) (16,465) Other liabilities (57,950) 25,616 Income taxes payable (122,812) 169,080 Net cash provided by (used for) operating activities 859,548 350,063 Cash flows from investing activities: Loans originated, net of principal collections (449,170) (393,408) Mortgage-backed securities available for sale: Purchased (2,007,928) (8,918,461) Principal collections 2,018,144 5,585,669 Proceeds from sale 5,787,068 2,205,526 Securities available for sale: Purchased - (20,136,479) Proceeds from maturity or call 500,000 14,150,000 Proceeds from sale 34,706,413 - Purchase of premises and equipment, net (1,698) (2,593) Net cash provided by (used for) investing activities 40,552,829 (7,509,746) Cash flows from financing activities: Net increase (decrease) in: Deposits (745,856) 3,933,658 Advances from borrowers for taxes and insurance (139,163) 24,485 Repayments - - Purchase of treasury stock - (225,688) Dividends paid to stockholders (856) (380,386) Net cash provided by (used for) financing activities (885,875) 3,352,069 Net increase (decrease) in cash and cash equivalents 40,526,502 (3,807,614) Cash and cash equivalents at beginning of period 2,702,394 11,796,514 Cash and cash equivalents at end of period $ 43,228,896 7,988,900 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest on deposits $ 1,675,222 1,680,739 Interest on advances from FHLB 419,655 417,361 Federal and state income taxes $ 132,336 102,682 See accompanying notes to consolidated financial statements. 6 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (Unaudited) (1) The information contained in the accompanying consolidated financial statements is unaudited. In the opinion of management, the consolidated financial statements contain all adjustments (none of which were other than normal recurring entries) necessary for a fair statement of the results of operations for the interim periods. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for the entire fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended September 30, 1999 contained in the 1999 Annual Report to Stockholders which is filed as an exhibit to the Company's Annual Report on Form 10-KSB. (2) Following is a summary of basic and diluted earnings (loss) per common share for the three months ended March 31, 2000 and 1999: Three Months Ended March 31, 2000 1999 Net earnings (loss) $ (3,320,582) 236,301 Weighted-average shares - Basic EPS 698,124 762,495 Stock options under treasury stock method - 4,029 Weighted-average shares - Diluted EPS 698,124 766,524 Basic earnings (loss) per common share $ (4.76) .31 Diluted earnings (loss) per common share $ (4.76) .31 Following is a summary of basic and diluted earnings (loss) per common share for the six months ended March 31, 2000 and 1999: Six Months Ended March 31, 2000 1999 Net earnings (loss) $ (3,521,837) 413,220 Weighted-average shares - Basic EPS 697,549 762,426 Stock options under treasury stock method - 4,029 Weighted-average shares - Diluted EPS 697,549 766,455 Basic earnings (loss) per common share $ (5.05) .54 Diluted earnings (loss) per common share $ (5.05) .54 Options to purchase 49,387 shares of common stock at $19.00 per share were outstanding during the three and six months ended March 31, 2000, but were not included in the computation of diluted earnings (loss) per share since the exercise price was greater than the average market price of the common stock. 7 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Management's Discussion and Analysis of Financial Condition and Results of Operations General Perry County Financial Corporation (Company) has no significant assets other than common stock of Perry County Savings Bank, FSB (Bank), the loan to the ESOP and net proceeds retained by the Company following the conversion. The Company's principal business is the business of the Bank. Therefore, the discussion in the Management's Discussion and Analysis of Financial Condition and Results of Operations relates to the Bank and its operations. Certain statements in this report which relate to the Company's plans, objectives or future performance may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Such statements are based on management's current expectations. Actual strategies and results in future periods may differ materially from those currently expected because of various risks and uncertainties. Additional discussion of factors affecting the Company's business and prospects is contained in periodic filings with the Securities and Exchange Commission. Office of Thrift Supervision Directive As a result of an examination, the OTS directed the Board of Directors to obtain the use of a qualified professional investment advisor independent of brokers utilized to date. The Board and management were also directed to revise the Bank's interest rate risk (IRR) reduction plan to effect the disposition of securities at a level which would improve the IRR postshock ratio, as calculated by the OTS, to 6 percent or greater. Prior to IRR . reduction plan approval, the Bank is directed not to sell, purchase, or exchange, or otherwise change positions with any security owned without first notifying, and receiving, a "no objection" to the transaction from the OTS. Asset and Liability Management and Market Risk The Bank's net interest income is dependent primarily upon the difference or spread between the average yield earned on loans, securities and MBS and the average rate paid on deposits, as well as the relative amounts of such assets and liabilities. The Bank, as other thrift institutions, is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different times, or on a different basis, than its interest- earning assets. The Bank does not purchase derivative financial instruments or other financial instruments for trading purposes. Further, the Bank is not subject to foreign currency exchange rate risk, commodity price risk or equity price risk. The Bank's principal financial objective is to achieve long-term profitability while managing its exposure to fluctuating interest rates. The Bank has an exposure to interest rate risk, including short-term U.S. prime interest rates. The Bank has employed various strategies intended to minimize the adverse effect of interest rate risk on future operations by providing a better match between the interest rate sensitivity of its assets and liabilities. Although the Bank has originated adjustable rate mortgage loans (AMLs) in the past, recently the Bank has originated primarily 20-year, fixed rate loans. The Bank purchased long-term, fixed rate MBSs during the years ended September 30, 1999 and 1998 of $11.3 million and $10.0 million, respectively. Advances from the FHLB with a 10-year term, callable in 5 years, were used primarily to fund the purchases. As a result of the sale of the fixed rate securities and MBSs, management expects the financial objectives, strategies and instruments used to manage its interest rate risk exposure will change significantly in the near future. The OTS provides a net market value methodology to measure the interest rate risk exposure of thrift institutions. This exposure is a measure of the potential decline in the net portfolio value (NPV) of the institution based upon the effect of an assumed 200 basis point increase or decrease in interest rates, whichever produces the lower value. NPV is the present value of the 8 expected net cash flows from the institution's financial instruments (assets, liabilities and off-balance sheet contracts). Loans, deposits, and investments are valued taking into consideration similar maturities, related discount rates and applicable prepayment assumptions. Year 2000 The Bank reviewed its computer applications with its outside data processing service bureau and other software vendors to ensure operational and financial systems are not adversely affected by "year 2000" software failures. All major customer applications are processed through the outside service bureau which has been tested. Other major systems have been tested. Connectivity testing between Bank and vendor systems to ensure continued compatibility has been completed. No significant problems have been encountered with the year 2000 issue to date. There are other reported dates which could cause software failures, and which were part of the year 2000 review and testing. Any year 2000 or other date compliance failure could result in additional expense to the Bank. Liquidity and Capital Resources The Bank's principal sources of funds are cash receipts from deposits, maturity or call of securities, principal collections on mortgage-backed securities, loan repayments by borrowers and net earnings. The Bank has an agreement with the Federal Home Loan Bank of Des Moines to provide cash advances, should the Bank need additional funds. The minimum level of liquidity required by regulation is presently 4%. The Bank's liquidity ratio exceeded the regulatory requirement at March 31, 2000. Under the capital adequacy guidelines and regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital adequacy guidelines require Tier 1 (core) capital of at least 4% (3% under certain circumstances) of total assets, Tier 1 capital of 4% of risk- weighted assets and total capital (risk-based capital) of 8% of risk-weighted assets. As of March 31, 2000, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. Subsequent to March 31, 2000, a dividend of $.50 per share was declared, payable May 19, 2000 to shareholders of record on May 8, 2000. The Bank's regulatory capital and regulatory capital requirements at March 31, 2000 are summarized as follows: Minimum Required Minimum Required for Capital to be "Well Actual Adequacy Capitalized" Amount Ratio Amount Ratio Amount Ratio (Dollars in Thousands) Consolidated stockholders' equity $11,360 Stockholders' equity of Company (1,618) Unrealized loss on securities and MBSs available for sale, net 843 Deferred tax asset not includable in regulatory capital (1,344) Tangible capital 9,241 10.0% $1,383 1.5% General valuation allowance 30 Total capital to risk-weighted assets $ 9,271 43.5% $1,703 8.0% $2,129 10.0% Tier 1 capital to risk-weighted assets $ 9,241 43.4% $ 852 4.0% $1,278 6.0% Tier 1 capital to total assets $ 9,241 10.0% $3,387 4.0% $4,609 5.0% Commitments to originate mortgage loans and fund loans in process at March 31, 2000 amounted to $638,000, expiring in 180 days or less. 9 Financial Condition Cash and cash equivalents increased from $2.7 million at September 30, 1999 to $43.2 million at March 31, 2000 due to the sale of all securities available for sale and $5.8 million of MBSs available for sale. As a result, a net loss of $3.3 million was incurred for the three months ended March 31, 2000. In spite of the loss, all of the Bank's capital ratios substantially exceed the amounts required by OTS regulations. The securities were sold to restructure the balance sheet of the Bank and reduce interest rate risk. The decision was based on regulatory concerns regarding the Bank's interest rate risk exposure. The Bank is now working on a plan, utilizing an investment security advisor, to re-invest the proceeds in assets designed to maximize earnings while minimizing interest rate risk. Loans receivable, net increased from $16.6 million at September 30, 1999 to $17.1 million at March 31, 2000. Deferred tax assets and refundable income taxes increased as a result of sale of investment securities and MBSs. Deposits decreased from $67.7 million at September 30, 1999 to $67.0 million at March 31, 2000. Advances from borrowers for taxes and insurance decreased as a result of payment of real estate taxes on behalf of borrowers in December, 1999. Other liabilities decreased due to the timing of payments of certain payables. Asset Quality Loans are placed on a nonaccrual status when contractually delinquent more than ninety days. Nonaccrual loans, consisting of two residential properties, amounted to $222,000 at March 31, 2000. The nonaccrual status on both loans is due to the financial circumstances of the borrowers rather than an impairment in value of the related properties. Both properties are in the process of foreclosure and no loss is expected based on appraised values of the properties. Following is a summary of activity in the allowance for loan losses: Balance at September 30, 1999 $ 25,000 Charge-offs - Recoveries - Provision for loan loss 5,000 Balance at March 31, 2000 $ 30,000 Results of Operations Net Earnings (Loss) Net losses for the three and six months ended March 31, were $3.3 million and $3.5 million, respectively. Net earnings for the three and six months ended March 31, 1999 were $236,000 and $413,000, respectively. The net losses are the result of restructuring the investment and MBSs portfolios. Net Interest Income Net interest income decreased from $572,000 for the three months ended March 31, 1999 to $522,000 for the three months ended March 31, 2000. Net interest income increased from $1,106,000 for the six months ended March 31, 1999 to $1,111,000 for the six months ended March 31, 2000. Interest income on MBSs decreased in both the 2000 periods due to sale of MBS. Interest on securities decreased in both 2000 periods due to sales of securities. Proceeds from the sale of securities and MBSs have been invested primarily in the FHLB daily time account, which resulted in higher interest on other-earning assets in 2000. Components of interest income vary from time to time based on the availability and interest rates of loans, securities, MBSs and other interest-bearing assets. Net interest income for the three months ended March 31, 2000 decreased from the prior period level since the rate earned on the FHLB daily time account, which reprices daily, was lower than the yield on the long- term, fixed rate securities and MBSs sold. Net interest income will continue to be adversely affected until the funds are reinvested in securities, MBSs or loans. 10 Provision for Loan Losses Provision for loan losses is based upon management's consideration of economic conditions which may affect the ability of borrowers to repay the loans. Management also reviews individual loans for which full collectibility may not be reasonably assured and considers, among other matters, the risks inherent in the Bank's portfolio and the estimated fair value of the underlying collateral. This evaluation is ongoing and results in variations in the Bank's provision for loan losses. As a result of this evaluation, the Bank recognized a provision for loan losses for the three and six months ended March 31, 1999 of $5,000. There was no provision for loan losses for the three and six months ended March 31, 2000. Noninterest Income Noninterest income was lower as a result of the loss on sale of MBSs and securities. Noninterest Expense Noninterest expense decreased from $232,000 for the three months ended March 31, 1999 to $210,000 for the three months ended March 31, 2000. Noninterest expense decreased from $480,000 for the six months ended March 31, 1999 to $446,000 for the six months ended March 31, 2000. The decreases were due primarily to higher professional fees and year 2000 expenses in the 1999 periods than in the 2000 periods. Income Taxes Income taxes for the three and six month periods ended March 31, 2000 reflect the tax benefit of the loss on sale of securities and MBSs. The effective tax benefit rates for the three and six months ended March 31, 2000 are lower than the effective rates for the 1999 periods due to state taxes. The laws under which financial institutions are taxed do not permit carryback or carryforward of net operating losses for Missouri tax purposes. 11 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY PART II - Other Information Item 1 - Legal Proceeding There are no material legal proceedings to which the Holding Company or the Bank is a party or of 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 None. Item 3 - Defaults upon Senior Securities Not applicable. Item 4 - Submission of Matters to a Vote of Security Holders (a) On January 19, 2000 the Company held its Annual Meeting of Stockholders. (b) At the meeting Thomas L. Hoeh was elected for a term to expire in 2003. (c) Stockholders voted on the following matters: (i) The election of the following directors of the Company DIRECTOR FOR WITHHELD Thomas L. Hoeh 438,074 109,074 (ii) The ratification of the appointment of Michael Trokey & Company, P.C. as auditors for the Company for the fiscal year ended September 30, 2000: VOTES FOR AGAINST ABSTAIN 547,148 525,065 21,200 883 (iii) Stockholder proposal to retain investment banker: VOTES FOR AGAINST NON VOTES ABSTAIN 621,841 301,158 230,723 87,890 2,070 Item 5 - Other Information None. Item 6 - Exhibits and Reports on Form 8-K. (a) Exhibits: none (b) Reports on Form 8-K: dated March 17, 2000 related to sale of investment securities. 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. PERRY COUNTY FINANCIAL CORPORATION (Registrant) DATE: May 5, 2000 BY: Leo J. Rozier Leo J. Rozier, President, Chief Executive Officer and Duly Authorized Officer and Principal Financial Officer 12