<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 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.
State of Incorporation IRS Employer Identification
---------------------- ---------------------------
DELAWARE No. 71-0806097
Address Telephone Number
------- ----------------
203 West Broadway (870) 892-4595
Pocahontas, Arkansas 72455
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
There were 5,519,157 shares of Common Stock ($0.10 par value) issued and
outstanding as of March 31, 2000.
<PAGE>
POCAHONTAS BANCORP, INC.
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Financial Condition at March 31, 2000
(unaudited) and September 30, 1999 1
Condensed Consolidated Statements of Income and Comprehensive Income
for the Three and Six Months Ended March 31, 2000 and 1999 (unaudited) 2
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
March 31, 2000 and 1999 (unaudited) 3
Notes to Condensed Consolidated Financial Statements (unaudited) 4
Independent Accountants' Report 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION 11
</TABLE>
<PAGE>
Item 1
POCAHONTAS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Unaudited)
March 31, 2000 September 30, 1999
<S> <C> <C>
ASSETS
Cash $ 7,674,724 $ 8,622,050
Cash surrender value of life insurance 6,061,332 5,964,588
Investment Securities-trading 916,777 1,429,196
Investment securities - held to maturity 9,458,142 9,482,122
Investment securities - available for sale 178,161,555 216,492,192
Loans receivable, net 221,408,758 217,709,933
Accrued interest receivable 2,936,938 3,165,427
Premises and equipment, net 3,895,101 4,018,157
Federal Home Loan Bank Stock, at cost 8,413,200 10,981,300
Core deposit premium 2,297,159 2,440,187
Other assets 3,517,572 1,825,710
------------- -------------
TOTAL ASSETS $ 444,741,258 $ 482,130,862
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits $ 224,656,481 $ 211,890,791
Federal Home Loan Bank advances 164,020,000 213,105,000
Securities sold under agreements to repurchase 2,300,000 2,075,000
Deferred compensation 3,247,290 3,357,890
Accrued expenses and other liabilities 2,553,234 3,669,743
------------- -------------
Total liabilities 396,777,005 434,098,424
STOCKHOLDERS' EQUITY:
Common stock 69,468 69,468
Additional paid-in capital 51,460,896 51,439,643
Unearned ESOP Shares (2,443,525) (2,443,525)
Unearned RRP Shares (401,068) (524,476)
Accumulated other comprehesive income (loss) (944,761) 407,950
------------- -------------
Retained earnings 12,152,470 10,965,600
------------- -------------
59,893,479 59,914,660
Treasury stock (11,929,226) (11,882,222)
------------- -------------
Total stockholders' equity 47,964,253 48,032,438
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 444,741,258 $ 482,130,862
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
POCAHONTAS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans receivable $ 4,323,478 $ 3,979,183 $ 8,609,737 $ 7,919,141
Investment securities 3,335,376 2,662,340 6,865,642 5,587,171
--------- ----------- ---------- ------------
Total interest income 7,658,854 6,641,523 15,475,379 13,506,312
INTEREST EXPENSE:
Deposits 2,549,999 2,156,666 4,869,152 4,439,269
Borrowed funds 2,353,520 1,791,693 4,966,182 3,727,054
--------- ----------- ---------- ------------
Total interest expense 4,903,519 3,948,359 9,835,334 8,166,323
NET INTEREST INCOME 2,755,335 2,693,164 5,640,045 5,339,989
PROVISION FOR LOAN LOSSES - - - -
--------- ----------- ---------- ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 2,755,335 2,693,164 5,640,045 5,339,989
OTHER INCOME:
Dividends 133,751 146,896 296,790 296,191
Fees and service charges 385,878 174,018 770,814 351,587
Trading gain (losses) 23,384 (68,969) 4,346 6,228
Other 86,672 69,653 389,771 242,773
--------- ----------- ---------- ------------
Total other income 629,685 321,598 1,461,722 896,779
--------- ----------- ---------- ------------
OPERATING EXPENSE:
Compensation and benefits 1,166,878 4,034,649 2,281,786 5,305,944
Occupancy and equipment 241,264 399,471 483,860 623,707
Deposit insurance premium 11,239 31,816 41,379 58,556
Professional fees 109,755 77,378 194,324 138,101
Data processing 112,586 99,347 193,830 227,653
Advertising 160,105 47,154 325,977 118,741
OTS assessment 24,293 21,252 45,623 45,360
Other 351,305 280,531 713,135 526,060
--------- ----------- ---------- ------------
Total operating expense 2,177,425 4,991,598 4,279,915 7,044,122
--------- ----------- ---------- ------------
INCOME (LOSS) BEFORE INCOME TAXES 1,207,595 (1,976,836) 2,821,853 (807,354)
INCOME TAXES (BENEFIT) 398,412 (640,179) 973,412 (281,111)
--------- ----------- ---------- ------------
NET INCOME (LOSS) 809,183 (1,336,657) 1,848,441 (526,243)
OTHER COMPREHENSIVE INCOME (LOSS),
NET OF TAX:
Unrealized holding gain (loss) on available
for sale securities arising during period 1,007,415 11,241 (2,049,562) (757,807)
--------- ----------- ---------- ------------
COMPREHENSIVE INCOME (LOSS) $ 1,816,598 $(1,325,416) $ (201,122) $ (1,284,050)
============ ============ ========== ===========
BASIS EARNINGS (LOSS) PER SHARE: $ 0.15 $ (0.23) $ 0.35 $ (0.09)
============ ============ ========== ===========
DILUTED EARNINGS (LOSS) PER SHARE $ 0.15 $ (0.23) $ 0.35 $ (0.09)
============ ============ ========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
POCAHONTAS BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2000 1999
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 1,848,441 $ (526,243)
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
Depreciation of premises and equipment 248,277 190,581
Amortization of deferred loan fees (20,991) (74,378)
Amortization of premiums and discounts, net (107,370) (108,018)
Net gain on sales of assets (34,776) (19,017)
Increase in cash surrender value of life insurance policies (96,744) (90,001)
Change in operating assets and liabilities:
Trading securities 512,419 (40,300)
Accrued interest receivable 228,489 77,707
Other assets (1,548,834) (2,074,671)
Deferred compensation (110,183) 2,681,138
Other liabilities (1,116,509) (189,019)
----------- -----------
Net cash used by operating activities (197,781) (172,221)
----------- -----------
INVESTING ACTIVITIES:
Loan repayments, originations, and purchases, net (3,863,062) (13,564,130)
Proceeds from Sale (Purchase) of FHLB Stock 2,568,100 (284,100)
Purchase of investment securities (4,000,000) -
Proceeds from Sale of REO 220,004 -
Proceeds from maturities and principal repayments
of investment securities 41,109,276 21,982,078
Purchases of premises and equipment (125,222) (872,671)
----------- ------------
Net cash provided by investing activities 35,909,096 7,261,177
FINANCING ACTIVITIES:
Net increase in deposits 12,765,690 6,610,731
Proceeds (repayments) of repurchase agreements, net 225,000 919,155
Net decrease in FHLB advances (49,085,000) (3,530,000)
Purchase of treasury stock (47,004) (8,737,251)
Issuance of RRPs 123,408 146,544
Proceeds from exercise of stock options 21,253 394,378
Dividends paid (661,988) (733,800)
----------- ------------
Net cash used by financing activities (36,658,641) (4,930,243)
----------- ------------
NET INCREASE (DECREASE) IN CASH (947,326) 2,158,713
CASH AT BEGINNING OF PERIOD 8,622,050 3,781,077
----------- ------------
CASH AT END OF PERIOD $ 7,674,724 $ 5,939,790
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
POCAHONTAS BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements were prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article
10 of Regulation 10 of Regulation S-X. Certain information required for a
complete presentation in accordance with generally accepted accounting
principles has been omitted. All adjustments that are, in the opinion of
management, necessary for a fair presentation of the interim financial
statements have been included. The results of operations for the three and
six months ended March 31, 2000, are not necessarily indicative of the
results that may be expected for the entire fiscal year or any interim
period.
The interim financial information should be read in conjunction with the
consolidated financial statements and notes of the Company, including a
summary of significant accounting policies followed by the Company,
included in the Annual Report for the fiscal year ended September 30, 1999.
The accompanying unaudited consolidated financial statements include the
accounts of the Company and Pocahontas Federal Savings and Loan Association
(the "Bank"), its wholly owned subsidiary. The intercompany accounts of the
Company and the Bank have been eliminated in consolidation.
2. EARNINGS PER SHARE
The earnings per share amounts were computed using the weighted average
number of shares outstanding during the periods presented. In accordance
with Statement of Position No. 93-6, Employers' Accounting for Employee
Stock Ownership Plans, issued by the American Institute of Certified Public
Accountants, shares owned by the Company's Employee Stock Ownership Plan
that have not been committed to be released are not considered to be
outstanding for the purpose of computing earnings per share.
The weighted average number of shares used in the basic and diluted
earnings per share calculation are set out in the table below:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------- -------------------------------
March 31, 2000 March 31, 1999 March 31, 2000 March 31, 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Total basic shares outstanding 5,298,457 5,716,809 5,301,359 5,925,223
Add dilutive effect of unexercised options 8,046 242,535 6,713 261,984
--------- --------- --------- ---------
Total weighted average shares outstanding
for dilutive earnings per share calculation 5,306,503 5,959,344 5,308,072 6,187,207
========= ========= ========= =========
</TABLE>
3. DECLARATION OF DIVIDENDS
On February 9, 2000, the Board of Directors declared a $.06 per share
quarterly dividend for holders of record March 15, 2000.
4
<PAGE>
4. BENEFIT PLANS
Stock Option Plan - The Company's stockholders approved the 1998 Stock Option
Plan ("SOP") on October 23, 1998. The SOP provides for a committee of the
Company's Board of Directors to award incentive stock options, non-qualified or
compensatory stock options to purchase up to 357,075 shares of Company Common
Stock. The options will vest in equal amounts over five years with the first
vesting date on October 23, 1999. Options granted vest immediately in the event
of retirement, disability, or death, or following a change in control of the
Company. Outstanding stock options can be exercised over a ten-year period.
Under the SOP, options have been granted to directors and key employees of the
Company. The exercise price in each case equals the fair market value of the
Company's stock at the date of grant. The Company granted 350,000 options on
October 23, 1998, which have an exercise price of $9.00 per share.
The Company applies the provisions of APB 25 in accounting for its stock options
plans, as allowed under SFAS 123, Accounting for Stock-Based Compensation.
Accordingly, no compensation cost has been recognized for the options granted to
employees or directors. Had compensation cost for these been determined on the
fair value at the grant dates for awards under those plans consistent with the
methods of SFAS No. 123, the Company's pro forma net income and pro forma
earnings per share for the three and six months ended March 31, 2000, would have
been as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended March 31, 2000 Ended March 31, 2000
------------------------------- ----------------------------
As Reported Pro forma As Reported Pro forma
<S> <C> <C> <C> <C>
Net income in thousands $ 809 $ 785 $1,848 $1,800
Earnings per share:
Basic $ 0.15 $ 0.15 $ 0.35 $ 0.34
Diluted $ 0.15 $ 0.15 $ 0.35 $ 0.34
</TABLE>
In determining the above pro forma disclosure, the fair value of options granted
during the year was estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions: expected
volatility - 37%, expected life of grant - 6.5 years, risk free interest rate
5.25%, and expected dividend rate of 2.5%.
* * * * * *
5
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors and Stockholders of
Pocahontas Bancorp, Inc.
Pocahontas, Arkansas
We have reviewed the accompanying condensed consolidated statement of financial
condition of Pocahontas Bancorp, Inc. and subsidiaries (the "Company") as of
March 31, 2000, and the related condensed consolidated statements of income and
comprehensive income for the three-month and six-month periods ended March 31,
2000 and 1999, and of cash flows for the six-month periods ended March 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, 1999, and the related consolidated statements of income and comprehensive
income, stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated November 1, 1999, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated statement
of financial condition as of September 30, 1999, is fairly stated, in all
material respects, in relation to the consolidated statement of financial
condition from which it has been derived.
Deloitte & Touche LLP
Little Rock, Arkansas
May 8, 2000
6
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Financial Condition at March 31, 2000, as compared to September 30, 1999.
General. The Company's total assets decreased $37.4 million or 7.78% to $444.7
million at March 31, 2000, as compared to $482.1 million at September 30, 1999.
This quarterly report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the Company's actual results to
differ materially from those contemplated by such forward-looking statements.
These important factors include, without limitation, the Bank's continued
ability to originate quality loans, fluctuation of interest rates, real estate
market conditions in the Bank's continued ability to originate quality laons,
fluctuation of interest rates, real estate market conditions in the Bank's
lending areas, general and local economic conditions, the Bank's continued
ability to attract and retain deposits, the Company's ability to control costs,
new accounting pronouncements and changing regulatory requirements.
Loans receivable, net. Net loans receivable increased by $3.7 million or 1.7% to
$221.4 million at March 31, 2000, from $217.7 million as of September 30, 1999.
Growth in the loan portfolio was due to loan demand in the Company's local
market. Management expects that loan growth within the Company's local market
will remain flat given the current interest rate environment. Therefore,
management is exploring lending opportunities outside its current market area.
Investment securities held to maturity. Investment securities held to maturity
decreased $0.02 million, or .21% to $9.46 million at March 31, 2000, from $9.48
million at September 30, 1999. The change in the Company's held to maturity
investment portfolio was due to accretion of discounts of $4,145 and the
maturity of an investment of $36,825.
Investment securities available for sale. Investment securities available for
sale decreased $38.3 million, or 17.7%, to $178.2 million at March 31, 2000,
from $216.5 million at September 30, 1999. This decrease is primarily due to the
sale of $35.9 million of available for sale investment securities during the
quarter ended December 31, 1999.
Trading securities. Trading securities decreased to $0.92 million, or 35.9% at
March 31, 2000, from $1.4 million at September 30, 1999 due to sales of trading
account securities.
Other assets. Other assets increased to $3.5 million at March 31, 2000, from
$1.8 million at September 30, 1999, primarily due to an increase in deferred
income taxes.
Deposits. Deposits increased $12.8 million or 6.04% to $224.7 million at March
31, 2000, from $211.9 million at September 30, 1999, primarily due to continued
growth within the Company's market area.. Competition for deposit continues to
increase and is expected to result in higher cost of funds.
Deferred compensation. Deferred compensation decreased $0.10 million or 5.88% to
$3.3 million from $3.4 million at September 30, 1999. The decrease was due to an
annual payment made to a retired director.
Accrued expenses and other liabilities. Accrued expenses and other liabilities
decreased $1.1 million, or 29.73%, to $2.6 million at March 31, 2000, from $3.7
million at September 30, 1999. This decrease was primarily due to the reduction
in adjustment for the unrealized gain/loss on available for sale securities.
Federal Home Loan Bank advances. FHLB advances decreased $49.1 million or 23.0%
to $164.0 million at March 31, 2000, from $213.1 million at September 30, 1999.
This decrease was due to the increase in deposits and the sale of investments
securities available for sale.
Stockholders' equity. Stockholders' equity decreased $0.10 million or 0.2% to
$47.9 million at March 31, 2000, from $48.0 million at September 30, 1999. The
change in Stockholders' equity is primarily due to
7
<PAGE>
Net Income of $1,848,441 which was partially offset by dividends of $661,986 and
the reduction in the accumulated other comprehensive income/(loss).
Comparison of Results of Operations for the Three and Six Months Ended March 31,
2000 and 1999
Overview. Net Income was $809,183 for the quarter ended March 31, 2000, compared
to $602,608, excluding one-time charges, for the quarter ended March 31, 1999,
an increase of $206,585 or 34.28%. Basic and diluted earnings per share were
$0.15 compared to basic and diluted earning per share, excluding one-time
charges, of $0.11 and $0.10, respectively for the same period last year. The
one-time charges in 1999 related to the retirement of President Skip Martin and
the write-down of certain fixed assets held for sale to estimated market value.
The net loss for the quarter ended March 31, 1999 including the one-time charges
was $1,336,657 or $0.23 per share basic and diluted.
Net income for the six month period ended March 31, 2000 was $1,848,441 compared
to $1,413,022, excluding one time charges, for the same period ended March 31,
1999, an increase of $435,419 or 30.8%. Basic and diluted earnings per share for
the six-month period were $0.35 compared to basic and diluted earnings per
share, excluding one-time charges, of $0.24 and $0.23, respectively, for the
same period last year. The net loss for the six-month period ended March 31,
1999 including one-time charges was $526,243 or $0.09 per share basic and
diluted.
Net interest income. Net interest income after provision for loan losses for the
quarter ended March 31, 2000 was $2,755,335 compared to $2,693,164 for the
quarter ended March 31, 1999, an increase of $62,171 or 2.3%.
Net interest income after provision for loan losses for the six-month period
ended March 31, 2000 was $5,640,045 compared to $5,339,989 for the six-month
period ended March 31, 1999, an increase of $300,056 or 5.6%.
Non-Interest income. Non-interest income increased to $629,685 for the
three-month period ended March 31, 2000 compared to $321,598 for the quarter
ended March 31, 1999, an increase of $308,087 or 95.8%. The increase in
non-interest income was primarily due to an increase in fees and service charges
resulting from the Company's checking account marketing program and an increase
in gain on trading securities.
Non-interest income increased to $1,461,722 for the six-month period ended March
31, 2000 compared to $896,779 for the six-month period ended March 31, 1999, an
increase of $564,943 or 63.0%. The increase in non-interest income for the
six-month period ended March 31, 2000 was primarily the result of an increase in
fees and service charges resulting from an aggressive checking account marketing
program.
Operating expense. Total operating expenses were $2,177,425 compared to
$2,008,113, excluding one-time charges, for the quarter ended March 31, 1999, an
increase of $169,312 or 8.43%.
Total operating expenses increased to $4,279,915 compared to $4,060,637,
excluding one-time charges, for the six-month period ended March 31, 1999, an
increase of $219,278 or 5.4%.
The one time charges in both the three and six month periods ended March 31,
2000, were related to Mr. Martin's retirement and totaled approximately
$3.0 million.
8
<PAGE>
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 or
six month periods ending March 31, 2000 and 1999. Management believes that the
current allowance for loan loss is adequate to absorb possible 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.
<TABLE>
<CAPTION>
March 31, 2000 September 30, 1999
-------------- ------------------
(Dollars in Thousands)
<S> <C> <C>
Delinquent loans:
Single family mortgage $ 1,284 $ 1,302
Other mortgage loans 126 10
Other loans 51 66
---------- ----------
Total delinquent loans 1,461 1,378
Total real estate owned (1) 557 261
---------- ----------
Total non-performing assets $ 2,018 1,639
========== ==========
Total loans delinquent 90 days or more to net
loans receivable 0.66% 0.63%
Total loans delinquent 90 days or more to total assets 0.33% 0.28%
Total nonperforming loans and REO to total assets 0.46% 0.34%
</TABLE>
(1) Net of valuation allowances
It is the policy of the Bank to place loans 90 days or more past due on a
non-accrual status by establishing a specific interest reserve that provides for
a corresponding reduction in interest income. Delinquent loans 90 days or more
past due increased $83,000 or 6.02% between September 30, 1999 and March 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 long than five years. The Office of Thrift Supervision
requires 1.0% total liquidity. The Bank met all liquidity requirements during
the six months ended March 31, 2000.
At March 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 March 31, 2000, the Bank's capital to assets ratio exceeded all regulatory
requirements.
9
<PAGE>
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General. It is the objective of the Company to minimize, to the degree prudently
possible, its exposure to interest rate risk, while maintaining an acceptable
interest rate spread. Interest rate spread is the difference between the
Company's yield on its interest-earning assets and its cost of interest-bearing
liabilities. Interest rate risk is generally understood to be the sensitivity of
the Company's earnings, net asset values, and stockholders' equity to changes in
market interest rates.
Changes in interest rates affect the Company's earnings. The effect on earnings
of changes in interest rates generally depends on how quickly the Company's
yield on interest-earnings assets and cost of interest-bearing liabilities react
to the changes in market rates of interest. If the Company's cost of deposit
accounts reacts more quickly to changes in market interest rates than the yield
on the Company's mortgage loans and other interest-earnings assets, then an
increasing interest rate environment is likely to adversely affect the Company's
earnings and a decreasing interest rate environment is likely to favorably
affect the Company's 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, 1999, 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:
<TABLE>
<CAPTION>
Changes in Change in NPV
Interest Rates as a Percentage of
in Basis Points Net Portfolio Value Estimated Market
(Rate Shock) Amount $ Change % Change Ratio Value of Assets
------------ -------- --------- -------- ----- -----------------
<S> <C> <C> <C> <C> <C> <C>
+300 bp $ 16,762 $ (36,140) -68% 4.09% (-765) bp
+200 bp 29,727 (23,176) -38% 7.00% (-474) bp
+100 bp 41,946 (10,956) -17% 9.57% (-217) bp
0 bp 52,902 11.73%
-100 bp 60,821 7,919 12% 13.22% 148 bp
-200 bp 62,683 9,781 13% 13.52% 179 bp
-300 bp 65,412 12,510 18% 13.98% 225 bp
</TABLE>
Computations of prospective effects of hypothetical interest rate changes are
calculated by the OTS from data provided by the Company and are based on
numerous assumptions, including relative levels of market interest rates, loan
repayments and deposit runoffs, and should not be relied upon as indicative of
actual results. Further, the computations do not contemplate any actions the
Company may undertake in response to changes in interest rates.
Management cannot predict future interest rates or their effect on the Company's
NPV in the future. Certain shortcomings are inherent in the method of analysis
presented in the computation of NPV. For example, although certain assets and
liabilities may have similar maturities or periods to repricing, they may react
in differing degrees to changes in market interest rates. Additionally, certain
assets, such as adjustable rate
10
<PAGE>
loans, which represent the Company's primary loan product, have features that
restrict changes in interest rates during the initial term and over the
remaining life of the asset. In addition, the proportion of adjustable rate
loans in the Company's portfolio could decrease in future periods due to
refinancing activity if market rates decrease. Further, in the event of a change
in interest rates, prepayment and early withdrawal levels could deviate
significantly from those assumed in the table. Finally, the ability of many
borrowers to service their adjustable-rate debt may decrease in the event of an
interest rate increase.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings to which the Pocahontas Bancorp, Inc. or
the Bank is a party or to which any of their property is subject. From
time-to-time, the Bank is a party to various legal proceedings incident to its
business.
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
Election of Directors: For % Withheld %
Ralph P. Baltz 4,358,569 92.2 370,969 7.8
Marcus VanCamp 4,359,669 92.2 369,869 7.8
N. Ray Campbell 4,359,168 92.2 370,370 7.8
The amendment of the 1998 Stock Option & Recognition & Retention plan to
accelerate vesting in on certain events was approved by a vote of 4,097,828 in
favor, 565,541 against, 29,416 abstentions and 36,753 non votes.
The ratification of Auditors was approved by vote of 4,717,876 in favor, 6,248
against, and 5,414 abstentions.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
11
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POCAHONTAS BANCORP, INC.
Date: 5-12-00 /s/ James A. Edington
-------------------------- -----------------------------------------
James Edington
President and Chief Executive Officer
Date: 5-12-00 /s/ Dwayne Powell
-------------------------- -----------------------------------------
Dwayne Powell
Chief Financial Officer
12
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<PERIOD-END> MAR-31-2000
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<LIABILITIES-OTHER> 5,801
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69
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