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 June 30, 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 June 30, 2000 Common Stock, par value $.01 per share 741,928 Shares PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 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) June 30, September 30, Assets 2000 1999 Cash and cash equivalents $ 38,094,127 2,702,394 Securities available for sale, at market value (amortized cost of $4,914,865 and $40,689,812) 4,927,800 37,598,925 Federal Home Loan Bank stock 750,000 750,000 Mortgage-backed securities available for sale, at market value (amortized cost of $29,763,585 and $37,243,056) 28,677,640 36,491,591 Loans receivable, net 17,451,881 16,600,996 Premises and equipment, net 293,077 311,740 Accrued interest receivable: Securities 28,889 497,458 Mortgage-backed securities 164,178 203,805 Loans receivable 74,384 79,191 Deferred tax asset 1,251,605 1,325,803 Refundable income taxes 786,545 - Other assets 66,177 55,047 Total assets $ 92,566,303 96,616,950 Liabilities and Stockholders' Equity Deposits $ 65,746,848 67,747,445 Accrued interest on deposits 140,755 151,751 Advances from FHLB of Des Moines 15,000,000 15,000,000 Advances from borrowers for taxes and insurance 184,390 288,846 Other liabilities 118,761 89,218 Income taxes payable - 122,812 Total liabilities 81,190,754 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 8,246,543 8,220,541 Common stock acquired by ESOP (420,798) (455,275) Common stock acquired by MRP (73,683) (141,056) Unrealized gain (loss) on securities and MBSs available for sale, net (675,994) (2,420,682) Treasury stock at cost, 114,524 and 114,524 shares (2,193,325) (2,193,325) Retained earnings - substantially restricted 6,484,241 10,198,110 Total stockholders' equity 11,375,549 13,216,878 Total liabilities and stockholders' equity $ 92,566,303 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 June 30, 2000 1999 Interest income: Loans receivable $ 325,024 306,074 Mortgage-backed securities 500,202 570,833 Securities 60,147 681,279 Other interest-earning assets 617,190 73,200 Total interest income 1,502,563 1,631,386 Interest expense: Deposits 832,567 830,887 Advances from FHLB 208,680 208,721 Total interest expense 1,041,247 1,039,608 Net interest income 461,316 591,778 Provision for loan losses - - Net interest income after provision for loan losses 461,316 591,778 Noninterest income: Service charges on NOW accounts 5,904 6,498 Gain (loss) on sale of mortgage-backed securities available for sale - 56,069 Other 1,324 5,261 Total noninterest income 7,228 67,828 Noninterest expense: Compensation and benefits 152,965 149,462 Occupancy expense 6,950 6,910 Equipment and data processing expense 22,436 22,559 SAIF deposit insurance premium 3,488 9,694 Other 34,703 37,940 Total noninterest expense 220,542 226,565 Earnings (loss) before income taxes 248,002 433,041 Income taxes 90,977 168,385 Net earnings (loss) $ 157,025 264,656 Basic earnings (loss) per common share $ .22 .35 Diluted earnings (loss) per common share $ .22 .35 Dividends per share $ .50 .00 See accompanying notes to consolidated financial statements. 2 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Comprehensive Earnings (Loss) (Unaudited) Three Months Ended June 30, 2000 1999 Net earnings (loss) $ 157,025 264,656 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 - (35,323) Unrealized holding gains (losses), net 167,036 (477,022) Comprehensive earnings (loss) $ 324,061 (247,689) See accompanying notes to consolidated financial statements. 3 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) Nine Months Ended June 30, 2000 1999 Interest income: Loans receivable $ 960,769 911,841 Mortgage-backed securities 1,616,360 1,702,520 Securities 1,247,318 1,895,873 Other interest-earning assets 871,756 308,510 Total interest income 4,696,203 4,818,744 Interest expense: Deposits 2,495,957 2,495,161 Advances from FHLB 628,335 626,082 Total interest expense 3,124,292 3,121,243 Net interest income 1,571,911 1,697,501 Provision for loan losses - 5,000 Net interest income after provision for loan losses 1,571,911 1,692,501 Noninterest income: Service charges on NOW accounts 18,689 18,171 Loss on securities available for sale (5,747,625) - Gain (loss) on sale of mortgage-backed securities available for sale (238,216) 106,287 Other 6,620 7,636 Total noninterest income (5,960,532) 132,094 Noninterest expense: Compensation and benefits 455,261 456,224 Occupancy expense 21,314 22,167 Equipment and data processing expense 69,566 73,136 SAIF deposit insurance premium 17,133 28,789 Other 102,797 126,256 Total noninterest expense 666,071 706,572 Earnings (loss) before income taxes (5,054,692) 1,118,023 Income taxes (1,689,880) 440,147 Net earnings (loss) $ (3,364,812 677,876 Basic earnings (loss) per common share $ (4.82) .89 Diluted earnings (loss) per common share $ (4.82) .89 Dividends per share $ .50 .50 See accompanying notes to consolidated financial statements. 4 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Comprehensive Earnings (Loss) (Unaudited) Nine Months Ended June 30, 2000 1999 Net earnings (loss) $ (3,364,812) 677,876 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 (66,961) Unrealized holding gains (losses), net (2,205,967) (904,033) Comprehensive earnings (loss) $ (1,620,124) (293,118) See accompanying notes to consolidated financial statements. 5 PERRY COUNTY FINANCIAL CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended June 30, 2000 1999 Cash flows from operating activities: Net earnings (loss) $ (3,364,812) 677,876 Adjustments to reconcile net earnings (loss) to net cash provided by (used for) operating activities: Depreciation expense 20,361 21,200 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 (106,287) ESOP expense 60,479 71,731 MRP expense 67,373 60,377 Amortization of premiums, discounts and loan fees, net (278,791) (359,297) Decrease (increase) in: Accrued interest receivable 513,003 (116,262) Deferred tax asset (950,459) - Refundable income taxes (786,545) - Other assets (11,130) (21,955) Increase (decrease) in: Accrued interest on deposits (10,996) (4,049) Other liabilities 29,543 6,851 Income taxes payable (122,812) 3,563 Net cash provided by (used for) operating activities 1,151,055 238,748 Cash flows from investing activities: Loans originated, net of principal collections (850,885) (291,632) Mortgage-backed securities available for sale: Purchased (2,007,928) (15,881,389) Principal collections 3,460,991 7,631,381 Proceeds from sale 5,787,068 4,195,315 Securities available for sale: Purchased (4,899,173) (20,636,912) 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 36,694,788 (10,835,830) Cash flows from financing activities: Net increase (decrease) in: Deposits (2,000,597) 3,948,252 Advances from borrowers for taxes and insurance (104,456) 82,852 Purchase of treasury stock - (814,439) Dividends paid to stockholders (349,057) (380,386) Net cash provided by (used for) financing activities (2,454,110) 2,836,279 Net increase (decrease) in cash and cash equivalents 35,391,733 (7,760,803) Cash and cash equivalents at beginning of period 2,702,394 11,796,514 Cash and cash equivalents at end of period $ 38,094,127 4,035,711 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest on deposits $ 2,506,953 2,499,210 Interest on advances from FHLB 628,335 626,082 Federal and state income taxes $ 164,538 239,956 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 June 30, 2000 and 1999: Three Months Ended June 30, 2000 1999 Net earnings (loss) $ 157,025 264,656 Weighted-average shares - Basic EPS 699,273 761,116 Stock options under treasury stock method - 3,751 Weighted-average shares - Diluted EPS 699,273 764,869 Basic earnings per common share $ .22 .35 Diluted earnings per common share $ .22 .35 Following is a summary of basic and diluted earnings (loss) per common share for the nine months ended June 30, 2000 and 1999: Nine Months Ended June 30, 2000 1999 Net earnings (loss) $ (3,364,812) 677,876 Weighted-average shares - Basic EPS 698,124 756,163 Stock options under treasury stock method - 3,753 Weighted-average shares - Diluted EPS 698,124 762,916 Basic earnings (loss) per common share $ (4.82) .89 Diluted earnings (loss) per common share $ (4.82) .89 Options to purchase 49,387 shares of common stock at $19.00 per share were outstanding during the three and nine months ended June 30, 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 post-shock NPV ratio, as calculated by the OTS, to 6 percent or greater. The Bank has hired a new investment advisor and the OTS has approved the revised investment policy. The post-shock NPV ratio as calculated by the OTS exceeded the 6 percent level at March 31, 2000, the date of the latest available report. 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, the Bank originated primarily 20-year, fixed rate loans for the past few years. Perry County recently began originating balloon and fixed rate loans and 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, the financial objectives, strategies and instruments used to manage its interest rate risk exposure have changed. Management expects to purchase adjustable-rate and intermediate term MBSs, as well as short and intermediate term agency securities. 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 8 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 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 June 30, 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 June 30, 2000, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. The Bank's regulatory capital and regulatory capital requirements at June 30, 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 $11,376 Stockholders' equity of Company (1,278) Unrealized loss on securities and MBSs available for sale, net 676 Deferred tax asset not includable in regulatory capital (1,082) Tangible capital 9,692 10.6% $1,371 1.5% Amount required to be deducted (1) (12) General valuation allowance 30 Total capital to risk-weighted assets $ 9,710 45.8% $1,695 8.0% $2,118 10.0% Tier 1 capital to risk-weighted assets $ 9,692 45.7% $ 847 4.0% $1,271 6.0% Tier 1 capital to total assets $ 9,692 10.6% $3,656 4.0% $4,570 5.0% (1) Represents land loan with loan-to-value ratio greater than 80%. 9 Commitments to originate mortgage loans and fund loans in process at June 30, 2000 amounted to $266,000, expiring in 180 days or less. Financial Condition Cash and cash equivalents increased from $2.7 million at September 30, 1999 to $37.2 million at June 30, 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 $3.4 million was incurred for the nine months ended June 30, 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. The Bank purchased $4.9 million is agency securities during the quarter ended June 30, 2000. Maturities range from 6 months to 2.5 years. In July 2000, the Bank purchased $1.5 million of adjustable rate MBSs and $5.0 million of MBSs with final maturity ranging from 1 to 7 years. Management expects to substantial- ly reduce cash and cash equivalents during the third quarter as MBSs and agency securities are purchased. Loans receivable, net increased from $16.6 million at September 30, 1999 to $17.5 million at June 30, 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 $65.7 million at June 30, 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 increased 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. The Bank had one single-family nonaccrual loan of $156,000 at June 30, 2000. The nonaccrual status of the loan is due to the financial circumstances of the borrowers rather than an impairment in value of the related properties. The property is 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 $ 30,000 Charge-offs - Recoveries - Provision for loan loss - Balance at June 30, 2000 $ 30,000 Results of Operations Net Earnings (Loss) Net earnings for the three months ended June 30, 2000 was $157,000. Net loss for the nine months ended June 30, 2000 was $3.4 million. Net earnings for the three and nine months ended June 30, 1999 were $265,000 and $678,000, respectively. The loss for the nine months ended June 30, 2000 relates to restructuring the investment and MBSs portfolios. Net Interest Income Net interest income decreased from $592,000 for the three months ended June 30, 1999 to $461,000 for the three months ended June 30, 2000. Net interest income increased from $1,698,000 for the nine months ended June 30, 1999 to $1,572,000 for the nine months ended June 30, 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 10 and interest rates of loans, securities, MBSs and other interest-bearing assets. Interest on other interest-bearing assets for the three and nine months ended June 30, 2000 increased from the prior period level due to a substantially higher average balance pending reinvestment. Net interest income will continue to be adversely affected until the funds are reinvested in securities, MBSs or loans. 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 recorded a provision for loan losses for the nine months ended June 30, 1999 of $5,000. There was no provision for loan losses for the three and nine months ended June 30, 2000. Noninterest Income Noninterest income for the three months ended June 30, 2000 decreased since the 1999 period included a gain on sale of MBSs. Interest income for the nine months includes losses on sale of securities and MBSs of $6.0 million. Noninterest Expense Noninterest expense decreased from $227,000 for the three months ended June 30, 1999 to $221,000 for the three months ended June 30, 2000. Noninterest expense decreased from $707,000 for the nine months ended June 30, 1999 to $666,000 for the nine months ended June 30, 2000. The decreases were due primarily to higher professional fees and "year 2000" expenses in the 1999 periods than in the 2000 periods. Management has retained a financial advisor to assist in evaluation of strategic options for the Company and expects that professional fees will increase in future reporting periods. Income Taxes Income taxes for the nine months ended June 30, 2000 reflects the tax benefit of the loss on sale of securities and MBSs. The effective tax benefit rates for the nine months ended June 30, 2000 is 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 None. Item 5 - Other Information None. Item 6 - Exhibits and Reports on Form 8-K. (a) Exhibits: none (b) Reports on Form 8-K: None. 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: August 7, 2000 BY: Leo J. Rozier Leo J. Rozier, President, Chief Executive Officer and Duly Authorized Officer and Principal Financial Officer 12