UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
[X] Quarterly Report Pursuant to Section 13 orOR 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2005
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________March 31, 2006
Commission File Number: 2-88927
FIRST KEYSTONE CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2249083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
111 West Front Street, Berwick, PA 18603
(Address of principal (Zip Code)
executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 752-3671
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 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]X No
[ ]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rul 12b-2 of the Exchange Act).
Yes [X] No [ ]
The number of shares outstanding of each of the
issuer's classes of common stock, as of November 1, 2005, was 4,392,520.the latest practical date:
Common Stock, $2 Par Value, 4,365,621 shares as of May 2, 2006.
PART I. - FINANCIAL INFORMATION
Item. 1 Financial Statements
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
SeptemberMarch December
2006 2005 2004
(Unaudited)
ASSETS
Cash and due from banks $ 7,6887,574 $ 6,150
Interest bearing7,098
Interest-bearing deposits within other
banks 11,774 3668 58
Investment securities available for
sale securities carried at estimated fair
value 253,532 235,692240,496 247,288
Investment securities, held to
maturity securities, estimated
fair value of $3,257$5,181 and $3,364 3,257 3,361$4,217 5,234 4,248
Loans, net of unearned income 232,084 233,800239,713 234,593
Allowance for loan losses (3,677) (3,828)(3,688) (3,676)
________ ________
Net loans $228,407 $229,972
________ ________
Bank premises$236,025 $230,917
Premises and equipment net 5,130 5,369
Other real estate owned 216 0- Net 5,029 5,091
Accrued interest receivable 2,517 2,7272,720 2,604
Cash surrender value of bank owned
life insurance 11,357 11,03311,582 11,470
Goodwill 1,224 1,224
Other assets 1,620 2,0513,483 2,401
________ ________
TOTAL ASSETS $526,722 $497,615$513,435 $512,399
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
Non-interest bearing $ 42,57341,204 $ 35,80339,664
Interest bearing 333,040 322,153328,357 323,132
________ ________
TOTAL DEPOSITS $375,613 $357,956$369,561 $362,796
Short-term borrowings 12,490 15,51220,323 28,151
Long-term borrowings 63,535 65,535 66,910
Accrued interest and other expenses 2,214 1,8772,696 2,372
Other liabilities 16,193 2,0484,846 102
________ ________
TOTAL LIABILITIES $472,045 $444,303$460,961 $458,956
________ ________
STOCKHOLDERS' EQUITY
Common stock, par value $2 per share $ 9,079 $ 9,079
Surplus 12,389 12,50512,377 12,387
Retained earnings 35,088 32,46936,315 35,714
Accumulated other comprehensive
income 2,530 3,767(loss) (366) 807
Less treasury stock at cost 147,053174,002
shares in 2006 and 153,624
shares in 2005 and 148,264 in 2004 (4,409) (4,508)(4,931) (4,544)
________ ________
TOTAL STOCKHOLDERS' EQUITY $ 54,67752,474 $ 53,31253,443
________ ________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $526,722 $497,615$513,435 $512,399
======== ========
See Accompanying Notes to Consolidated Financial Statements
1
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED September 30,March 31, 2006 AND 2005 AND 2004
(Unaudited)
(Amounts in thousands except per share data)
2006 2005 2004
INTEREST INCOME
Interest and fees on loans $3,746 $3,673$3,875 $3,621
Interest and dividend income
on securities 2,887 2,6492,979 2,799
Deposits in banks 4 1121
______ ______
TOTAL INTEREST INCOME $6,637 $6,333Total interest income $6,858 $6,441
______ ______
INTEREST EXPENSE
Deposits $2,080 $1,745$2,396 $1,801
Short-term borrowings 164 35213 72
Long-term borrowings 737 737734 757
______ ______
TOTAL INTEREST EXPENSE $2,981 $2,517Total interest expense $3,343 $2,630
______ ______
Net interest income $3,656 $3,816$3,515 $3,811
Provision for loan losses 100 150 675
______ ______
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES $3,506 $3,141Net interest income after
provision for loan losses $3,415 $3,661
______ ______
NON-INTEREST INCOME
Trust department $ 106131 $ 115124
Service charges and fees 586 581484 486
Bank owned life insurance income 109 112 107
Gain on sale of loans 14 832 19
Investment securities gains
(losses) - net 89 41197 56
Other 1141 11
______ ______
TOTAL NON-INTEREST INCOMETotal non-interest income $ 915 $1,313867 $ 803
______ ______
NON-INTEREST EXPENSESEXPENSE
Salaries and employee benefits $1,144 $1,126$1,370 $1,268
Occupancy, net 152 177147 145
Furniture and equipment 148 182185 175
Professional services 99 14685 116
State shares tax 121 112128 119
Other 581 523517 508
______ ______
TOTAL NON-INTEREST EXPENSES $2,245 $2,266Total non-interest expenses $2,432 $2,331
______ ______
Income before income taxes $2,176 $2,188$1,850 $2,133
______ ______
Income tax expense 372 398284 378
______ ______
Net Income $1,804 $1,790$1,566 $1,755
====== ======
PER SHARE DATA
Net Income Per Share:
Basic $ .41.36 $ .41.40
Diluted .41 .41.36 .40
Cash dividends per share .22 .20 .18
See Accompanying Notes to Consolidated Financial Statements
2
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED September 30, 2005 AND 2004
(Unaudited)
(Amounts in thousands except per share data)
2005 2004
INTEREST INCOME
Interest and fees on loans $10,985 $10,878
Interest and dividend income
on securities 8,537 7,936
Deposits in banks 44 26
Interest on federal funds sold 3 0
_______ _______
TOTAL INTEREST INCOME $19,569 $18,840
_______ _______
INTEREST EXPENSE
Deposits $ 5,804 $ 5,127
Short-term borrowings 324 102
Long-term borrowings 2,265 2,159
_______ _______
TOTAL INTEREST EXPENSE $ 8,393 $ 7,388
_______ _______
Net interest income $11,176 $11,452
Provision for loan losses 500 950
_______ _______
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES $10,676 $10,502
_______ _______
NON-INTEREST INCOME
Trust department $ 358 $ 414
Service charges and fees 1,634 1,637
Bank owned life insurance income 324 336
Gain on sale of loans 54 181
Investment securities gains
(losses) - net 232 576
Other 32 61
_______ _______
TOTAL NON-INTEREST INCOME $ 2,634 $ 3,205
_______ _______
NON-INTEREST EXPENSE
Salaries and employee benefits $ 3,669 $ 3,610
Occupancy, net 431 502
Furniture and equipment 499 542
Professional services 300 319
State shares tax 360 334
Other 1,706 1,582
_______ _______
TOTAL NON-INTEREST EXPENSES $ 6,965 $ 6,889
_______ _______
Income before income taxes $ 6,345 $ 6,818
Income tax expense 1,089 1,384
_______ _______
Net Income $ 5,256 $ 5,434
======= =======
PER SHARE DATA
Basic $ 1.20 $ 1.24
Diluted 1.19 1.23
Cash Dividends .60 .53
See Accompanying Notes to Consolidated Financial Statements
3
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINETHREE MONTHS ENDED September 30,March 31, 2006 AND 2005 AND 2004
(Unaudited)
(Amounts in thousands)
2006 2005 2004
OPERATING ACTIVITIES
Net income $ 5,2561,566 $ 5,4341,755
Adjustments to reconcile net income
to net cash provided by
operating activities:
Provision for loan losses 500 950
Stock option expense 0 48100 150
Provision for depreciation and
amortization 409 447106 137
Stock option expense 8 0
Premium amortization on
investment securities 318 626
Accretion of core deposit net
discount (65) (71)55 119
Discount accretion on investment
securities (522) (389)(140) (163)
Core deposit discount accretion
net of amortization 0 (19)
Gain on sale of mortgage loans (54) (181)(2) (19)
Proceeds from sale of mortgage loans 3,930 11,6692,614 952
Originations of mortgage loans for
resale (4,512) (4,941)
(Gain) loss(1,312) (1,658)
Gain on sales of investment
securities (232) (576)(97) (56)
Deferred income tax (benefit) (6) (313)(85) (14)
(Increase) decrease in interest
receivable and other assets 664 (4)(517) 287
Increase in cash surrender value
of bank
owned life insurance (324) (336)(112) (107)
Increase (decrease) in interest
payable, accrued expenses and
other liabilities 210 353
_________237 (28)
________ Net Cash Provided by Operating
Activities________
NET CASH PROVIDED BY OPERATING
ACTIVITIES $ 5,5722,421 $ 12,716
_________1,336
________ ________
INVESTING ACTIVITIES
Purchases of investment
securities available-for-sale $(105,676) $(67,902)
Purchase$(13,634) $(43,128)
Purchases of investment
securities held-to-maturity (1,004) 0 (1,630)
Proceeds from sales of investment
securities available-for-sale 71,423 40,84516,147 28,909
Proceeds from maturities and
redemptions of investment
securities available-for-sale 29,858 22,616available for sale 7,425 10,473
Proceeds from maturities and
redemption of investment
securities held-to-maturity 104 5,49016 44
Net (increase) decrease in loans 1,486 (11,643)(6,508) 2,138
Purchase of premises and equipment (97) (871)
Final settlement on acquisition
of branch 0 (414)
_________(44) (55)
________ Net Cash Used by Investing
Activities________
NET CASH PROVIDED BY (USED IN)
BY INVESTING ACTIVITIES $ (2,902) $(13,509)2,398 $ (1,619)
________ ________
FINANCING ACTIVITIES
Net increase (decrease)
in deposits $ 17,6576,865 $ 9,9125,138
Net increase (decrease) in short-term
borrowings (3,022) (2,485)
Net increase (decrease) in(7,828) (1,276)
Repayment of long-term borrowings (1,375) 3,965(2,000) 0
Acquisition of treasury stock (112)(423) 0
Proceeds from sale of treasury
stock 95 4518 26
Cash dividends (2,637) (2,340)
Dividend paid in lieu of
fractional shares 0 (3)
_________(965) (879)
________ Net Cash Provided by
Financing Activities________
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES $ 10,606(4,333) $ 9,094
Increase (Decrease) in Cash
and Cash Equivalents 13,276 8,301
Cash and Cash Equivalents,
Beginning3,009
INCREASE IN CASH AND CASH
EQUIVALENTS $ 486 $ 2,726
CASH AND CASH EQUIVALENTS, BEGINNING 7,156 6,186
5,941
_________ ________ Cash and Cash Equivalents,
Ending________
CASH AND CASH EQUIVALENTS, ENDING $ 19,4627,642 $ 14,242
=========8,912
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during period for:for
Interest $ 8,2333,489 $ 7,4192,625
Income Taxes 556 1,56296 0
See Accompanying Notes to Consolidated Financial Statements
43
FIRST KEYSTONE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005March 31, 2006
(Unaudited)
NoteNOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies of First Keystone Corporation and
Subsidiary (the "Corporation") are in accordance with accounting
principles generally accepted in the United States of America and
conform to common practices within the banking industry. The more
significant policies follow:
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
First Keystone Corporation and its wholly owned Subsidiary, The
First National Bank of Berwick (the "Bank"). All significant inter
company balances and transactions have been eliminated in
consolidation.
NATURE OF OPERATIONS
The Corporation, headquartered in Berwick, Pennsylvania,
provides a full range of banking, trust and related services through
its wholly-ownedwholly owned Bank subsidiary and is subject to competition from
other financial institutions in connection with these services. The
Bank serves a customer base which includes individuals, businesses,
public and institutional customers primarily located in the
Northeast Region of Pennsylvania. The Bank has 10 full service
offices and 1312 ATMs located in Columbia, Luzerne and Montour
Counties. The Corporation and its subsidiary must also adhere to
certain federal banking laws and regulations and are subject to
periodic examinations made by various federal agencies.
SEGMENT REPORTING
The Corporation's banking subsidiary acts as an independent
community financial services provider, and offers traditional
banking and related financial services to individual, business and
government customers. Through its branch and automated teller
machine network, the Bank offers a full array of commercial and
retail financial services, including the taking of time, savings and
demand deposits; the making of commercial, consumer and mortgage
loans; and the providing of other financial services. The Bank also
performs personal, corporate, pension and fiduciary services through
its Trust Department.
Management does not separately allocate expenses, including the
cost of funding loan demand, between the commercial, retail, trust
and mortgage banking operations of the Corporation. Currently,
management measures the performance and allocates the resources of
First Keystone Corporation as a single segment.
USE OF ESTIMATES
The preparation of these consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of these consolidated financial statements and the reported
amounts of income and expenses during the reporting periods. Actual
results could differ from those estimates.
5
INVESTMENT SECURITIES
The Corporation classifies its investment securities as either
"Held to Maturity" or "Available for Sale" at the time of purchase.
Debt securities are classified as Held to Maturity when the
Corporation has the ability and positive intent to hold the
securities to maturity. Investment securities Held to Maturity are
carried at cost adjusted for amortization of premium and accretion
of discount to maturity.
4
Debt securities not classified as Held to Maturity and equity
securities are included in the Available for Sale category and are
carried at fair value. The amount of any unrealized gain or loss,
net of the effect of deferred income taxes, is reported as other
comprehensive income (loss) (see(See Note 6). Management's decision to
sell Available for Sale securities is based on changes in economic
conditions controlling the sources and applications of funds, terms,
availability of and yield of alternative investments, interest rate
risk and the need for liquidity.
The cost of debt securities classified as Held to Maturity or
Available for Sale is adjusted for amortization of premiums and
accretion of discounts to expected maturity. Such amortization and
accretion, as well as interest and dividends is included in interest
and dividend income on securities.from investments. Realized gains and losses are included in
net investment securities gains and losses.
The cost of investment securities sold, redeemed or matured is
based on the specific identification method.
LOANS
Loans are stated at their outstanding unpaid principal
balances, net of deferred fees or costs, unearned income and the
allowance for loan losses. Interest on installment loans is
recognized as income over the term of each loan, generally, by the
"actuarial method".actuarial method. Interest on all other loans is primarily
recognized based upon the principal amount outstanding on an actual
day basis. Loan origination fees and certain direct loan origination
costs have been deferred with the net amount amortized using the
interest method over the contractual life of the related loans as an
interest yield adjustment.
Mortgage loans held for resale are carried at the lower of cost
or market on an aggregate basis. These loans are sold without
recourse to the Corporation.
Past-Due Loans - Generally, a loan is considered to be past due when
scheduled loan payments are in arrears 15 days or more. Delinquent
notices are generated automatically when a loan is 15 days past due,
depending on the type of loan. Collection efforts continue on loans
past due beyond 60 days that have not been satisfied, when it is
believed that some chance exists for improvement in the status of
the loan. Past due loans are continually evaluated with the
determination for charge off being made when no reasonable chance
remains that the status of the loan can be improved.
Non-Accrual Loans - Generally, a loan is classified as non accrual
and the accrual of interest on such a loan is discontinued when the
contractual payment of principal or interest has become 90 days past
due or management has serious doubts about further collectibility of
principal or interest, even though the loan currently is performing.
A loan may remain on accrual status if it is in the process of
collection and is either guaranteed or well secured. When a loan is
placed on non accrualnon-accrual status, unpaid interest credited to income in
the current year is reversed and unpaid interest accrued in prior
years is charged against the allowance for loan losses. Certain non
accrual loans may continue to perform, that is, payments are still
being received. Generally, the payments are applied to principal.
These loans remain under constant scrutiny and if performance
continues, interest income may be recorded on a cash basis based on
management's judgement as to collectibility of principal.
Allowance for Loan Losses - The allowance for loan losses is
established through provisions for loan losses charged against
income. Loans deemed to be uncollectible are charged against the
allowance for loan losses and subsequent recoveries, if any, are
credited to the allowance.
6
A principal factor in estimating the allowance for loan losses
is the measurement of impaired loans. A loan is considered impaired
when, based on current information and events, it is probable that
the Corporation will be unable to collect all amounts due according
to the contractual terms of the loan agreement. Under current
accounting standards, the allowance for loan losses related to
impaired loans is based on discounted cash flows using the effective
interest rate of the loan or the fair value of the collateral for
certain collateral dependent loans.
The allowance for loan losses is maintained at a level
estimated by management to be adequate to absorb potential loan
losses. Management's periodic evaluation of the adequacy of the
allowance for loan losses is based on the Corporation's past loan
loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay
(including the timing of future payments), the estimated value of
any underlying collateral, composition of the loan portfolio,
current economic conditions, and other relevant factors. This
evaluation is inherently
5
subjective as it requires material estimates including the amounts
and timing of future cash flows expected to be received on impaired
loans that may be susceptible to significant change.
DERIVATIVES
The Bank has outstanding loan commitments that relate to the
origination of mortgage loans that will be held for resale.
Pursuant to Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities"
as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" and the guidance
contained within the Derivatives Implementation Group Statement 133
Implementation Issue No. C 13, the Bank has accounted for such loan
commitments as derivative instruments. The outstanding loan
commitments in this category did not give rise to any losses for the
ninethree month period ended September 30, 2005March 31, 2006 and the year ended December
31, 2004,2005, as the fair market value of each outstanding loan
commitment exceeded the Bank's cost basis in each outstanding loan
commitment.
PREMISES AND EQUIPMENT
Premises, improvements and equipment are stated at cost less
accumulated depreciation computed principally on the straight line
method over the estimated useful lives of the assets. Long lived
assets are reviewed for impairment whenever events or changes in
business circumstances indicate that the carrying value may not be
recovered. Maintenance and minor repairs are charged to operations
as incurred. The cost and accumulated depreciation of the premises
and equipment retired or sold are eliminated from the property
accounts at the time of retirement or sale, and the resulting gain
or loss is reflected in current operations.
MORTGAGE SERVICING RIGHTS
The Corporation originates and sells real estate loans to
investors in the secondary mortgage market. After the sale, the
Corporation may retain the right to service these loans. When
originated mortgage loans are sold and servicing is retained, a
servicing asset is capitalized based on relative fair value at the
date of sale. Servicing assets are amortized as an offset to other
fees in proportion to, and over the period of, estimated net
servicing income. The unamortized cost is included in other assets
in the accompanying consolidated balance sheet. The servicing rights
are periodically evaluated for impairment based on their relative
fair value.
FORECLOSED REAL ESTATE
Real estate properties acquired through, or in lieu of, loan
foreclosure are held for sale and are initially recorded at fair
value on the date of foreclosure establishing a new cost basis.
After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell and is included in other
assets. Revenues derived from and costs to maintain the assets and
subsequent gains and losses on sales are included in other non
interest income and expense.
7
BANK OWNED LIFE INSURANCE
The Corporation invests in Bank Owned Life Insurance (BOLI)
with split dollar life provisions. Purchase of BOLI provides life
insurance coverage on certain employees with the Corporation being
owner and beneficiary of the policies.
INVESTMENTS IN REAL ESTATE VENTURES
The Bank is a limited partner in real estate ventures that own
and operate affordable residential low income housing apartment
buildings for elderly residents. The investments are accounted for
under the effective yield method under the Emerging Issues Task
Force (EITF) 94-1, "Accounting for Tax Benefits Resulting from
Investments in Affordable Housing Projects". Under the effective
yield method, the Bank recognizes tax credits as they are allocated
and amortizes the initial cost of the investment to provide a
constant effective yield over the period that the tax credits are
allocated to the Bank. Under this method, the tax credits
allocated, net of any amortization of the investment in the limited
partnerships, are recognized in the consolidated statements of
income as a component of income tax expense. The amount
6
of tax credits allocated to the Bank were $128,000, in 2005 and
2004. The amortization of the investments in the limited
partnerships was
$72,000were $25,000 and $92,000$24,000 for the ninethree months ended
September 30,March 31, 2006 and 2005, and
2004, respectively. The carrying value of the
investments as of September 30, 2005March 31, 2006 and December 31, 20042005, was $719,000$670,000
and $791,000,$695,000, respectively, and is carried in other assets in the
accompanying consolidated balance sheets.
INCOME TAXES
The provision for income taxes is based on the results of
operations, adjusted primarily for tax-exempttax exempt income. Certain items
of income and expense are reported in different periods for
financial reporting and tax return purposes. Deferred tax assets and
liabilities are determined based on the differences between the
consolidated financial statement and income tax bases of assets and
liabilities measured by using the enacted tax rates and laws
expected to be in effect when the timing differences are expected to
reverse. Deferred tax expense or benefit is based on the difference
between deferred tax asset or liability from period to period.
GOODWILL, OTHER INTANGIBLE ASSETS, AND PREMIUM DISCOUNT
Goodwill resulted from the acquisition of certain fixed and
operating assets acquired and deposit liabilities assumed of the
branch of another financial institution in Danville, Pennsylvania,
in January 2004. Such goodwill represents the excess cost of the
acquired assets relative to the assets fair value at the date of
acquisition. The Corporation accounts for goodwill pursuant to the
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Intangible Assets".Assets ". SFAS No. 142 includes
requirements to test goodwill for impairments rather than to
amortize goodwill. The Corporation has tested the goodwill included
in its consolidated balance sheet at December 31, 2004,2005, and has
determined there was no impairment as of that date.
Intangible assets are comprised of core deposit intangibles and
premium discount (negative premium) on acquired certificates of
deposit acquired in January 2004 when the Bank assumed deposit
accounts of the branch of another financial institution. The core
deposit intangible is being amortized over the average life of the
deposits acquired as determined by an independent third party.
Premium discount (negative premium) on acquired certificates of
deposit resulted from the valuation of certificate of deposit
accounts by an independent third party which were part of the
deposit accounts assumed of the branch by another financial
institution. The book value of certificates of deposit acquired was
greater than their fair value at the date of acquisition which
resulted in a negative premium due to higher cost of the
certificates of deposit compared to the cost of similar term
financing.
8
STOCK BASED COMPENSATION
The Corporation had accounted for stock options and shares
issued under the Stock Option Incentive Plan through December 31,
2002 in accordance with Accounting Principles Board Opinion (APB)
No. 25, "Accounting for Stock Issued to Employees".Employees ". Under this
method no compensation expense is recognized for stock options when
the exercise price equals the fair value of the options at the grant
date. Under provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
the fair value of a stock option is required to be recognized as
compensation expense over the service period (generally the vesting
period). As permitted under SFAS No. 123, "Accounting for Stock
Based Compensation", the fair value of a stock option is required to
be recognized as compensation expense over the service period
(generally the vesting period). As permitted under SFAS No. 123 the
Corporation had elected to continue to account for its stock option
plan in accordance with APB No. 25.
As of the first quarter 2003, the Corporation adopted Statement
of Financial Accounting Standards (SFAS) No. 148, "Accounting for
Stock Based Compensation - Transition and Disclosures - an amendment
of FASB Statement No. 123" and also follows the guidance in SFAS No.
123R, effective for periods ending after June 15, 2005.. The Corporation elected to use the
"prospective method" of accounting for stock options as allowed by
the Standard. Accordingly, compensation expense was recognized for the yearthree month
period ended DecemberMarch 31, 20042006 in the amount of $48,000 being$8,000 is attributed to
the vested portion attributable
toof stock options granted in 2003.2005. No stock
options were granted in 2004.
Stock options were granted September 27, 2005 with a total
related compensation expense of $22,000. The expense will be
recognized over the vesting period. Accordingly, $11,000 will be
expensed in the fourth quarter of 2005 and the balance of $11,000
will be expensed in the first quarter of 2006.7
PER SHARE DATA
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share", requires dual presentation of basic and fully
diluted earnings per share. Basic earnings per share is calculated
by dividing net income by the weighted average number of shares of
common stock outstanding at the end of each period. Diluted earnings
per share is calculated by increasing the denominator for the
assumed conversion of all potentially dilutive securities. The
Corporation's dilutive securities are limited to stock options.
CASH FLOW INFORMATION
For purposes of reporting consolidated cash flows, cash and
cash equivalents include cash on hand and due from other banks and
interest bearing deposits in other banks. The Corporation considers
cash classified as interest bearing deposits with other banks as a
cash equivalent since they are represented by cash accounts
essentially on a demand basis.
TRUST ASSETS AND INCOME
Property held by the Corporation in a fiduciary or agency
capacity for its customers is not included in the accompanying
consolidated financial statements since such items are not assets of
the Corporation. Trust Department income is generally recognized on
a cash basis and is not materially different than if it were
reported on an accrual basis.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 2004,November 2005, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position (FSP) 115 - "The Meaning of Other
Than Temporary Impairment and Its Application to Certain
Investments". This FSP provides additional guidance on when an
investment in a debt or equity security should be considered
impaired and when that impairment should be considered other than
temporary and recognized as a loss in the consolidated statement of
income. Specifically, this guidance clarifies that an investor
should recognize an impairment loss no later than when an impairment
is deemed other than temporary, even if the decision to sell has not
been made. The FSP also requires certain disclosures about
unrealized losses that have not been recognized as other than
temporary impairments. The Corporation has followed the guidance of
this FSP in 2005.
In May 2005, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 106-1,154, "Accounting Charges and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003"Error
Corrections", which allows companiesmodifies the accounting for and reporting of a
change in an accounting principle. This statement applies to recognizeall
voluntary changes in accounting principles and changes required by
an accounting pronouncement in the unusual instance that the
pronouncement does not include specified transition provisions. This
statement also requires retrospective application to prior period
financial statements of changes in accounting principles, unless it
is impractical to determine either the period specific or defer recognizing thecumulative
effects of the Medicare Prescription Drug
Improvement and Modernization Act of 2003, or Medicare Act,accounting change. SFAS No. 154 is effective for
annual financial statements ofaccounting changes made in fiscal years endingbeginning after December 7,
2003.15,
2005. The Medicare Act introduced bothadoption of SFAS No. 154 is not expected to have a Medicare prescription drug
9
benefit and a federal subsidy to sponsors of retiree health care
plans that provide a benefit at least "actuarially equivalent" to
the Medicare benefit. These provisions of the Medicare Act affect
accounting measurements. This standard does not have any
material impact on the Corporation's consolidated financial
condition or results of operations.
In September 2004, the FASB issued Staff Position Emerging
Issues Task Force ("EITF") Issue No. 03-01, "Effective Date of
Paragraphs 10-20 of EITF Issue No. 03-01, The Meaning of Other Than
Temporary Impairment and Its Application to Certain Investments",
which delays the effective date for the measurement and recognition
guidance contained in EITF Issue No. 03-01. EITF Issue No. 03-01
provides guidance for evaluating whether an investment is other than
temporarily impaired and was originally effective for other than
temporarily impaired evaluations made in reporting periods beginning
after June 15, 2004. The delay in the effective date for the
measurement and recognition guidance contained in paragraphs 10
through 20 of EITF Issue No. 03-01 does not suspend the requirement
to recognize other than temporary impairment as required by existing
authoritative literature. The disclosure guidance in paragraphs 21
and 22 of EITF Issue No. 03-01 remains effective. The delay will be
superseded concurrent with the final issuance of EITF Issue No.
03-01a, which is expected to provide implementation guidance on
matters such as impairment evaluations for declines in value caused
by increases in interest rates and/or sector spreads.
In December 2004, the FASB issued Statement of Financial
Accounting Standards ("SFAS") No. 153, "Exchanges of Nonmonetary
Assets,"Assets", which amends APB Opinion No. 29, "Accounting for
Nonmonetary Transactions". SFAS No. 153 eliminates the exception
from fair value measurement for nonmonetary exchanges of similar
productive assets in Opinion No. 29 and replaces it with an
exception for exchanges that do not have commercial substance. SFAS
No. 153 specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is
effective for nonmenetary exchanges occurring in fiscal periods
beginning after June 15, 2005. This standard didThe adoption of SFAS No. 153 is not
expected to have anya material impact on the Corporation's consolidated
financial condition or results of operations.
In December 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share Based Payment". This Statement is a revision of SFAS No.
123, "Accounting for Stock Based Compensation", and supersedessupercedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees", and its
related guidance. SFAS No. 123 (revised 2004) established standards
for the accounting for transactions in which an entity exchanges its
equity instruments for goods and services. This Statement requires
that the cost resulting from all share based payment transactions be
recognized in the financial statements. This Statement establishedestablishes
fair value as the measurement objective in accounting for share
based payment arrangements and requires all entities to apply a fair
value based measurement method in accounting for share based payment
transactions with employees, except for equity instruments held by
employee share ownership plans.
This Statement is effective for
public entities8
In addition, this statement amends SFAS No. 95 "Statement of
Cash Flows" to require that do not fileexcess tax benefits be reported as
small business issuersfinancing cash inflow rather than as a reduction of taxes paid. The
Corporation will be required to adopt these statements as of January
1, 2006.
In January 2003, the beginningCorporation adopted the provisions of SFAS
No. 123 and began recognizing the first interim or annual reporting periodcompensation expense ratably in
the consolidated statement of income, based on the estimated fair
value of all awards granted after that begins after June 15, 2005. This standard diddate. SFAS No. 123R will
require the Corporation to change its method of accounting for share
based awards to include estimated forfeitures in the initial
estimate of compensation expense and to accelerate the recognition
of compensation expense for retiree eligible employees. The adoption
of these standards is not expected to have anya material impacteffect on the
Corporation's consolidated financial condition or results of
operations.
ADVERTISING COSTS
It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
ninethree month period ended September 30,March 31, 2006 and 2005 and 2004, was approximately
$173,000$54,000 and $232,000,$50,000, respectively.
RECLASSIFICATIONS
Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 20052006 consolidated financial statements. Such
reclassifications have no effect on the Corporation's consolidated
financial condition or net income.
10
NoteNOTE 2. ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses for the periods ended
September 30,March 31, 2006, and March 31, 2005, and September 30, 2004, were as follows:
(amounts in thousands)
2006 2005 2004
______ ______
Balance, January 1 $3,676 $3,828 $3,524
Provision charged to operations 500 950100 150
Loans charged off (678) (195)(98) (159)
Recoveries 27 3510 7
______ ______
Balance, September 30 $3,677 $4,314March 31 $3,688 $3,826
====== ======
At September 30, 2005,March 31, 2006, the total recorded investment in loans that are
considered to be impaired as defined by SFAS No. 114 was $1,734,000. These impaired loans had a related allowance for loan
losses of $140,000.$1,742,000.
No additional charge to operations was required to provide for the
impaired loans since the total allowance for loan losses is
estimated by management to be adequate to provide for the loan loss
allowance required by SFAS No. 114 along with any other potential
losses.
At September 30, 2005,March 31, 2006, there were no significant commitments to
lend additional funds with respect to non accrual and restructured
loans.
Non accrual loans at September 30, 2005March 31, 2006, and December 31, 20042005,
were $1,734,000$1,742,000 and $3,405,000, respectively, all of which were
considered impaired.$2,069,000, respectively.
Loans past due 90 days or more and still accruing interest
amounted to $31,000$1,150,000 and $69,000$64,000 on September 30, 2005March 31, 2006 and December
31, 2004,2005, respectively.
Note9
NOTE 3. SHORT-TERM BORROWINGS
Federal funds purchased, securities sold under agreements to
repurchase and Federal Home Loan Bank advances generally represent
overnight or less than 30 day borrowings. U.S. Treasury tax and loan
notes for collections made by the Bank are payable on demand.
NoteNOTE 4. LONG-TERMLONG TERM BORROWINGS
Long-termLong term borrowings are comprised of advances from the Federal
Home Loan Bank.Bank (FHLB). Under terms of a blanket agreement,
collateral for the loans are secured by certain qualifying assets of
the Corporation's banking subsidiary which consist principally of
first mortgage loans and certain investment securities.
NoteNOTE 5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET
RISK AND CONCENTRATIONS OF CREDIT RISK
The Corporation is a party to financial instruments with off
balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in the
consolidated balance sheets. The contract or notional amounts of
those instruments reflect the extent of involvement the Corporation
has in particular classes of financial instruments. The Corporation
does not engage in trading activities with respect to any of its
financial instruments with off balance sheet risk.
11
The Corporation's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is
represented by the contractual notional amount of those instruments.
The Corporation uses the same credit policies in making
commitments and conditional obligations as it does for on-balanceon balance
sheet instruments.
The Corporation may require collateral or other security to
support financial instruments with off balance sheet credit risk.
The contract or notional amounts at September 30, 2005,March 31, 2006, and December 31,
2004,2005, were as follows:
(amounts in thousands)
September 30,March 31, December 31,
2006 2005
2004
____ ___________ __________
Financial instruments whose
contract amounts represent
credit risk:
Commitments to extend credit $20,207 $22,363$33,050 $29,228
Financial standby letters of
credit 1,251 1,7601,195 1,151
Performance standby letters
of credit 268 2651,650 1,170
Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses that may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Corporation
evaluates each customer's creditworthiness on a case by case basis.
The amount of collateral obtained, if deemed necessary by the
Corporation upon extension of credit, is based on management's
credit evaluation of the counter party. Collateral held varies but
may include accounts receivable, inventory, property, plant and
equipment, and income producing commercial properties.
Standby letters of credit are conditional commitments issued by
the Corporation to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
facilities to customers. The Corporation may hold collateral to
support standby letters of credit for which collateral is deemed
necessary.
10
The Corporation grants commercial, agricultural, real estate
mortgage and consumer loans to customers primarily in the counties
of Columbia, Luzerne and Montour, Pennsylvania. It is management's
opinion that the loan portfolio was well balanced and diversified at
September 30, 2005,March 31, 2006, to the extent necessary to avoid any significant
concentration of credit risk. However, its debtorsdebtors' ability to
honor their contracts may be influenced by the region's economy.
12
NoteNOTE 6. STOCKHOLDERS' EQUITY
Changes in Stockholders' Equity for the period ended September
30, 2005,March 31,
2006 were are follows:
(Amounts in thousands, except common share data)
Common Common
Shares Stock Surplus
______ ___________ _______
Balance at January 1, 20052006 4,539,573 $9,079 $12,505$12,387
Comprehensive Income:
Net Income
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects
Total comprehensiveComprehensive
income (loss)
Sale of 6,211 shares
treasury stock (116)
Purchase of 5,00021,428
shares of treasury
stock
Sale of 1,050 shares
of treasury stock (18)
Recognition of stock option
expense in excess of
forfeitures 8
Cash dividends -
$.60$.22 per share
_________ ______ _______
Balance at September 30, 2005March 31, 2006 4,539,573 $9,079 $12,389$12,377
========= ====== =======
(Amounts in thousands, except common share data)
Accumulated
Compre- Other
hensive Retained Comprehensive
Income Earnings Income (Loss)
______ _______ ___________
Balance at January 1, 2005 $32,469 $3,7672006 $35,714 $ 807
Comprehensive Income:
Net Income $5,256 5,256$1,566 1,566
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects (1,237) (1,237)(1,173) (1,173)
______
Total comprehensiveComprehensive
income (loss) $4,019$ 393
======
Sale of 6,211 shares
treasury stock
Purchase of 5,00021,428
shares of treasury stock
Sale of 1,050 shares
of treasury stock
Recognition of stock
option expense in
excess of forfeitures
Cash dividends -
$.60$.22 per share (2,637)(965)
_______ ______
Balance at September 30, 2005 $35,088 $2,530March 31, 2006 $36,315 $ (366)
======= ======
(Amounts in thousands, except common share data)
Treasury
Stock Total
_____ _____
Balance at January 1, 2005 $(4,508) $53,3122006 $(4,544) $53,443
Comprehensive Income:
Net Income 5,2561,566
Change in unrealized
gain (loss) on
investment securities
available-for-sale,
net of reclassification
adjustment and tax
effects (1,237)(1,173)
Total comprehensiveComprehensive
income (loss)
Sale of 6,211 shares
treasury stock 211 95
Purchase of 5,00021,428
shares of treasury stock (112) (112)(423) (423)
Sale of 1,050 shares
of treasury stock 36 18
Recognition of stock
option expense in
excess of forfeitures 8
Cash dividends -
$.60$.22 per share (2,637)(965)
_______ _______
Balance at September 30, 2005 $(4,409) $54,677March 31, 2006 $(4,931) $52,474
======= =======
NOTE 7. MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED
TO BE PROVIDED WITH FORM 10Q FILING
In management's opinion, the consolidated interim financial
statements reflect fair presentation of the consolidated financial
position of First Keystone Corporation and Subsidiary, and the
results of their operations and their cash flows for the interim
periods presented. Further, the consolidated interim financial
statements are unaudited; however they reflect all adjustments,
which are in the opinion of management, necessary to present fairly
the consolidated financial condition and consolidated results of
operations and cash flows for the interim periods presented and that
all such adjustments to the consolidated financial statements are of
a normal recurring nature. The independent accountants,registered public
accounting firm, J. H. Williams & Co., LLP, reviewed these
consolidated financial statements as stated in their accompanying
review report.
The results of operations for the ninethree month period ended
September 30, 2005,March 31, 2006, are not necessarily indicative of the results to be
expected for the full year.
11
These consolidated interim financial statements have been
prepared in accordance with requirements of Form 10Q and therefore
do not include all disclosures normally required by accounting
principles generally accepted accounting principlesin the United States of America
applicable to financial institutions as included with consolidated
financial statements included in the Corporation's annual Form 10K
filing. The reader of these consolidated interim financial
statements may wish to refer to the Corporation's annual report or
Form 10K for the period ended December 31, 2004,2005, filed with the
Securities and Exchange Commission.
1312
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders of First Keystone Corporation:
We have reviewed the accompanying consolidated balance sheet of
First Keystone Corporation and Subsidiary as of September 30, 2005,March 31, 2006, and
the related consolidated statements of income for the three and
nine month periods ended September 30, 2005 and 2004, and the
consolidated statements of cash flows for the
ninethree month periods ended September 30, 2005March 31, 2006, and 2004.2005. These
consolidated interim financial statements are the responsibility of
the management of First Keystone Corporation and Subsidiary.
We conducted our reviews in accordance with the standards of the
Public Company Accounting Oversight Board (United States). A review
of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board (United States), 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 reviews, we are not aware of any material modifications
that should be made to the consolidated interim financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with the auditing
standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheet of First Keystone
Corporation and Subsidiary as of December 31, 2004,2005, and the related
consolidated statements of income, changes in stockholders' equity,
and cash flows for the year then ended (not presented herein); and
in our report dated January 24, 2005,20, 2006, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance
sheet as of December 31, 2004,2005, is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which
it has been derived.
/s/ J. H. Williams & Co., LLP
J. H. Williams & Co., LLP
Kingston, Pennsylvania
October 17, 2005
14April 20, 2006
13
Item 2. First Keystone Corporation Management's Discussion and
Analysis of Financial Condition and Results of Operation as
of September 30, 2005March 31, 2006
This quarterly report contains certain forward looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995), which reflect management's beliefs and expectations
based on information currently available. These forward looking
statements are inherently subject to significant risks and
uncertainties, including changes in general economic and financial
market conditions, the Corporation's ability to effectively carry
out its business plans and changes in regulatory or legislative
requirements. Other factors that could cause or contribute to such
differences are changes in competitive conditions, and pending or
threatened litigation. Although management believes the expectations
reflected in such forward looking statements are reasonable, actual
results may differ materially.
RESULTS OF OPERATIONS
First Keystone Corporation realized earnings for the thirdfirst
quarter of 20052006 of $1,804,000, an increase$1,566,000, a decrease of $14,000$189,000, or 0.8% over10.8% from
the thirdfirst quarter of 2004. Nine months2005. The decrease in net income for 2006 was
primarily the period
ended September 30, 2005, amounted to $5,256,000,result of a decrease of 3.3%
from the $5,434,000 net income reported September 30, 2004. Net
interest income tightened in both the third quarter of 2005flat yield curve and for
the first nine months of 2005. In addition, non interest income
declined in both the third quarter and year to date in 2005
primarily due to a reduction in both trust department income and
gains on sale of loans. Finally, investment securities gains were
also less in 2005 than 2004. A substantial reduction in the
provision for loan losses accounts primarily for the increase in
third quarter 2005 net income. Also, year to date provision for
loan losses of $500,000 in 2005 as compared to $950,000 in 2004 help
offset the reductiondecline in net
interest income and non interest income
asof $296,000 from the corporation continued its excellent control over non interest
expense.first quarter of 2005. On a
per share basis, net income per share was $1.20 for
the nine months of 2005, as compared to $1.24$.36 for the first ninethree
months of 2004, while2006 compared to $.40 for the first three months of 2005.
Cash dividends increased to $.60$.22 per share up from $.53$.20 in 2004, or2005, an
increase of 13.2%10%.
Year to date net income annualized amounts to a return on
average common equity of 12.95%11.60% and a return on assets of 1.39%1.22%.
For the ninethree months ended September 30, 2004,March 31, 2005, these measures were
13.80%12.98% and 1.47%1.40%, respectively on an annualized basis.
NET INTEREST INCOME
The major source of operating income for the Corporation is net
interest income, defined as interest income less interest expense.
In the thirdfirst quarter of 2005,2006, interest income amounted to
$6,637,000,$6,858,000, an increase of $304,000$417,000 or 4.8%6.5% from the thirdfirst quarter
of 2004. Interest2005, while interest expense amounted to $2,981,000$3,343,000 in the thirdfirst
quarter of 2005,2006, an increase of $464,000$713,000, or 18.4% over27.1% from the thirdfirst
quarter of 2004. Accordingly,2005. As a result, net interest income amounted to
$3,656,000decreased
$296,000, or 7.8% in the thirdfirst quarter of 2005, a decrease of $160,000, or
4.2%2006 to $3,515,000 from
the third$3,811,000 in first quarter of 2004. Year to date for the nine
months ended September 30, 2005, total interest income increased
$729,000, or 3.9% from the first nine months of 2004. Total
interest expense increased $1,005,000, or 13.6% for the first nine
months of 2005 over 2004. This resulted in net interest income
decreasing $276,000 to $11,176,000 as of September 30, 2005.
Our net interest margin for the quarter ended September 30,
2005,March 31, 2006,
was 3.46%3.27% compared to 3.64%3.20% for the quarter ended September
30, 2004. For the nine months ended September 30, 2005, our net
interest margin was 3.49% compared to 3.61% for the first nine
months of 2004.
15
March 31, 2005.
PROVISION FOR LOAN LOSSES
The provision for loan losses for the quarter ended September
30, 2005,March 31,
2006, was $100,000, down from the $150,000 compared to $675,000provision for the thirdfirst
quarter of 2004. Year to date,2005. Net charge offs totaled $88,000 for the provision for loan losses amounts to
$500,000 in 2005three
months ended March 31, 2006, as compared to the $950,000 provision for the
period ended September 30, 2004. Net charge offs amounted to
$651,000 for the nine months ended September 30, 2005, as compared
to $160,000$152,000 for the first
ninethree months of 2004.2005. The allowance for loan losses as a percentage
of loans, net of unearned interest, was 1.58%1.54% as of September 30, 2005, and 1.64%March 31, 2006,
as compared to 1.57% as of December 31, 2004.2005.
14
NON-INTEREST INCOME
Total non interest income or other income was $915,000$867,000 for the
quarter ended September 30, 2005,March 31, 2006, as compared to $1,313,000$803,000 for the
quarter ended September 30, 2004.March 31, 2005, an increase of $64,000, or 8.0%.
Excluding investment securitysecurities gains and losses, non interest
income was $826,000$770,000 for the thirdfirst quarter of 2005, as compared to $902,000 in2006, an increase of
$23,000, or 3.1% from the thirdfirst quarter of 2004, a
decrease of 8.4%. For the nine months ended September 30, 2005,
total2005. Besides increased
securities gains, increases in trust department income, bank owned
life insurance, and other non interest income was $2,634,000, as compared to $3,205,000,
or a 17.8% decrease fromwere the first nine months of 2004. In both the
third quarter of 2005 andprimary
reasons for the nine months ended September 30,
2005, the decrease inhigher non interest income was primarily the result
of a decrease in trust department revenue, reduced gains on sale of
loans, and reduced gains on investment securities.2006.
NON-INTEREST EXPENSES
Total non interest expenses, or other expenses, was $2,245,000$2,432,000
for the quarter ended September 30, 2005,March 31, 2006, as compared to $2,266,000$2,331,000 for
the quarter ended September 30, 2004, a decreaseMarch 31, 2005. The increase of $21,000,$101,000, or 0.9%.
For the nine months ended September 30, 2005, total4.3%
is comprised of salary and benefits increasing $102,000, occupancy
and fixed asset expense increasing $12,000, and other non interest
expense, was $6,965,000, an increase of $76,000, or 1.1%
over the first nine months of 2004.including professional services and state shares tax
decreasing $13,000.
Expenses associated with employees (salaries and employee
benefits) continue to be the largest category of non interest
expenses. Salaries and benefits amountamounted to 52.7%$1,370,000, or 56.3% of
total non interest expense for the ninethree months ended September 30, 2005,March 31,
2006, as compared to 52.4%54.4% for the first ninethree months of 2004. Salaries2005. Net
occupancy and benefitsfixed asset expense amounted to $3,669,000$332,000 for the ninethree
months ended September 30, 2005,March 31, 2006, an increase of $59,000,$12,000, or 1.6% over the first nine months of 2004. Net occupancy expense,
along with furniture and equipment expense and3.8%. Other
non-interest expenses, including professional services
expense all decreased for the nine months ended September 30, 2005,
from 2004. Other non interest expense and state
shares tax expense
increased moderately inamounted to $730,000 for the three months ended March 31,
2006, a decrease of $13,000, or 1.7% from the first three months of
2005. Our overall non interest expense in the first quarter of 2006
continues atto be less than 2%2.0% of average assets on an annualized
basis.
Thisbasis, which places us among the leaders of our peer financial
institutions at controlling total non interest expense.
INCOME TAXES
Effective tax planning has helped produce favorable net income.
Income tax amounted to $284,000 for the three months ended March 31,
2006, as compared to $378,000 for 2005, a decrease of $94,000. The
effective total income tax rate was 17.1%15.4% for the thirdfirst quarter of
20052006 as compared to 18.2% for the third quarter of 2004. For the
nine months ended September 30, 2005, our tax liability amounted to
$1,089,000 for an effective tax rate of 17.2% as compared to an
effective tax rate of 20.3%17.7% for the first nine monthsquarter of 2004. The
decrease in our effective tax rate was due primarily to the tax
savings derived from our investment in bank owned life insurance and
additional investment in municipal securities.
16
2005.
ANALYSIS OF FINANCIAL CONDITION
ASSETS
Total assets increased slightly to $526,722,000$513,435,000 as of September 30,
2005,March 31,
2006, an increase of $29,107,000, or 5.8%$1,036,000 over year end 2004.2005. Total deposits
increased to $375,613,000$369,561,000 as of September 30, 2005,March 31, 2006, an increase of
$17,657,000,$6,765,000, or 4.9%1.9% over year end 2004.
The2005.
During the first quarter of 2006 the Corporation used the increase in total deposits to fund
primarily an increase in earnings assets, in particular, investment
securities. Borrowings decreased $4,397,000 from December 31, 2004.did reduce
borrowed funds. Short term borrowings decreased to $12,490,000$20,323,000 as
of September 30,
2005, down $3,022,000March 31, 2006, as compared to $28,151,000 as of December 31,
2005. Long term borrowings were reduced by $2,000,000 to
$63,535,000 from year end 2004. Long term borrowings
decreased to $65,535,000 as of September 30, 2005, down $1,375,000
from year end 2004.2005.
EARNING ASSETS
Our primary earning asset, loans, net of unearned income
decreasedincreased to $232,084,000$239,713,000 as of September 30, 2005, down $1,716,000,March 31, 2006, up $5,120,000, or
0.7% from2.2% since year end 2004.2005. The loan portfolio is well diversified
and the decreases in the portfoliocontinues to be
diversified. Overall asset quality has been primarilydeclined with non performing
assets increasing since year end 2005. The increase relates to one
commercial loan being over 90 days past due as of March 31, 2006.
Total allowance for loan losses to total non performing assets was
115.6% as of March 31, 2006, down from reduced
originations of real estate loans.
In addition to145.3% at year end 2005.
15
Besides loans, another primary earning asset is our overall
investment portfolio, which has increaseddecreased in size from December 31,
2004,2005, to September 30, 2005.March 31, 2006. Held to maturity securities amounted to
$3,257,000$5,234,000 as of September 30, 2005,March 31, 2006, an increase of $986,000 from
December 31, 2005. Available for sale securities amounted to
$240,496,0000 as of March 31, 2006, a decrease of $104,000, or
3.1%$6,792,000 from
year end 2004. However, available for sale securities
increased to $253,532,000 as of September 30, 2005, an increase of
$17,840,000, or 7.6% since year end 2004.2005. Interest bearing deposits with banks increased
to $11,774,000 on September 30, 2005, as
compared to $36,000slightly as of DecemberMarch 31, 2004.2006, to $68,000 from $58,000 at year end
2005.
ALLOWANCE FOR LOAN LOSSES
Management performs a quarterly analysis to determine the
adequacy of the allowance for loan losses. The methodology in
determining adequacy incorporates specific and general allocations
together with a risk/loss analysis on various segments of the
portfolio according to an internal loan review process. Management
maintains its loan review and loan classification standards
consistent with those of its regulatory supervisory authority.
Management feels, considering the conservative portfolio
composition, which is largely composed of small retail loans
(mortgages and installments) with minimal classified assets, low
delinquencies, and favorable loss history, that the allowance for
loan loss is adequate to cover foreseeable future losses.
Any loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that have not been disclosed under
Industry Guide 3 do not (i) represent or result from trends or
uncertainties which management reasonably expects will materially
impact future operating results, liquidity, or capital resources, or
(ii) represent material credits about which management is aware of
any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment
terms.
The companyCorporation was required to adopt Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" - Refer to Note 52 above for details.
17
NON-PERFORMING ASSETS
Non performing assets consist of non accrual and restructured
loans, other real estate and foreclosed assets, together with the
loans
past due 90 days or more and still accruing. As of September
30, 2005,March 31, 2006,
total non performing assets were $1,980,000$3,190,000 as compared to
$3,480,000$2,530,000 on December 31, 2004.2005. Non performing assets to total
loans and foreclosed assets was .85%1.33% as of September 30, 2005,March 31, 2006, and
1.49%1.08% as of December 31, 2004.2005.
Interest income received on non performing loans as of September 30, 2005,March
31, 2006, was $2,000$0 compared to $113,000 as$57,000 for the year ending of December
31, 2004.2005. Interest income, which would have been recorded on these
loans under the original terms as of September 30, 2005,March 31, 2006, and December
31, 2004, was $101,0002005, were $36,000 and $253,000,$149,000, respectively. As of September 30, 2005March 31,
2006 and December 31, 2004,2005, there waswere no outstanding commitments to
advance additional funds with respect to these non performing loans.
DEPOSITS AND OTHER BORROWED FUNDS
As indicated previously, total deposits increased by
$17,657,000$6,765,000 as
non interest bearing deposits increased by $6,770,000$1,540,000 and interest
bearing deposits increased by $10,887,000$5,225,000 as of September 30, 2005,March 31, 2006, from
year end 2004.2005. Total short term and long term borrowings decreased
by $4,397,000to $83,858,000 as of March 31, 2006, from $93,686,000 at year end
2004.2005, a decrease of $9,828,000 , or 10.5%.
16
CAPITAL STRENGTH
Normal increases in capital are generated by net income, less
cash dividends paid out. Also, accumulated other comprehensive
income derived from unrealized gains or losses on investment
securities available for sale increaseddecreased shareholders' equity, or
capital net of taxes, by $2,530,000$366,000 as of September 30, 2005,March 31, 2006, and
$3,767,000increased equity by $807,000 as of December 31, 2004. Our2005. One factor
which reduced total equity capital as of March 31, 2006, and year
end 2005 relates to stock repurchase plan repurchased 147,053repurchase. The Corporation had 174,002
shares of common stock on March 31, 2006, and 153,624 shares on
December 31, 2005, as treasury stock as of September 30, 2005 and 148,264 shares
as treasury stock as of December 31, 2004.stock. This had an effect of our
reducing our total stockholders' equity by $4,409,000$4,931,000 on September 30, 2005,March 31,
2006, and $4,508,000$4,544,000 as of December 31, 2004.2005.
Total stockholders' equity was $54,677,000$52,474,000 as of September 30,
2005,March 31,
2006, and $53,312,000$53,443,000 as of December 31, 2004.2005. Leverage ratio and
risk based capital ratios remain very strong. As of September 30,
2005,March 31, 2006,
our leverage ratio was 9.98%10.09% compared to 9.61%10.04% as of December 31,
2004.2005. In addition, Tier I risk based capital and total risk based
capital ratio as of September 30, 2005,March 31, 2006, were 17.40%17.50% and 18.81%18.91%,
respectively. The same ratios as of December 31, 2004,20045 were 16.23%17.74%
and 17.68%19.16%, respectively.
LIQUIDITY
The liquidity position of the Corporation remains adequate to
meet customer loan demand and deposit fluctuation. Managing
liquidity remains an important segment of asset liability
management. Our overall liquidity position is maintained by an
active asset liability management committee.
Management feels its current liquidity position is
satisfactorily given a very stable core deposit base which has
increased annually. Secondly, our loan payments and principal
paydowns on our mortgage backed securities provide a steady source
of funds. Also, short term investments and maturing investment
securities represent additional sources of liquidity. Finally,
short term borrowings are readily accessible at the Federal Reserve
Bank, discount window, Atlantic Central Bankers Bank, or the Federal Home Loan Bank.
18
ITEMItem 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk
There have been no material changes in the Company's
quantitative and qualitative market risks since December 31, 2004.2005.
The composition of rate sensitive assets and rate sensitive
liabilities as of September 30, 2005March 31, 2006 is very similar to December 31,
2004.
ITEM2005.
Item 4. Controls and Procedures
a) Evaluation of disclosure controls and procedures. The
company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the company
files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange
Commission. Based upon their evaluation of those controls and
procedures performed within 90 days of the filing date of this
report, the chief executive and chief financial officers of the
company concluded that the company's disclosure controls and
procedures were adequate.
b) Changes in internal controls. The Company made no
significant changes in its internal controls or in other factors
that could significantly affect these controls subsequent to the
date of the evaluation of the controls by the Chief Executive and
Chief Financial officers.
1917
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. There have been no material changes in our "Risk
Factors" as previously disclosed in our Annual
Report on Form 10K for the year ended December 31,
2005.
Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities
Total
Number Maximum
of Shares Number of
Purchased Shares That
as Part of May Yet Be
Total Publicly Purchased
Number Average Announced Under the
of Shares Price Paid Plans or Plans or
Period Purchased per Share Programs Programs
______ _________ _________ ________ ________
JulyJanuary 1 -
JulyJanuary 31,
20052006 ---- ---- ---- 100,000
August88,429
February 1 -
August 31,
2005 3,000 22.65 3,000 97,000
Sept.February 28,
2006 ---- ---- ---- 88,429
March 1 -
Sept. 30,
2005 2,000 22.10 2,000 95,000March 31,
2006 21,428 19.725 21,428 67,001
Total 5,000 22.38 5,000 95,00021,428 19.725 21,428 67,001
This chart has not been adjusted to reflect the 50% stock dividend declared
April 13, 2004, to shareholders of record as of April 27, 2004, payable May
11, 2004.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Annual Meeting of Shareholders of First Keystone
Corporation held on Tuesday, April 19, 2005,18, 2006, at
10:00 a.m.
Votes Votes
Directors Elected Votes For Against Withheld
_________________ _________ ______ _______
DonBudd L. Beyer 3,086,287 42,145 0
Frederick E. Bower 3,749,367 37,108Crispin, Jr. 3,087,349 41,073 0
John L. Coates 3,672,725 113,750Jerome F. Fabian 3,088,009 40,413 0
Dudley P. Cooley 3,749,535 36,940Robert J. Wise 3,011,164 117,258 0
Broker
Directors Elected Abstentions Non-Votes
_________________ ___________ _________
Don E. BowerBudd L. Beyer 0 0
John L. CoatesFrederick E. Crispin, Jr. 0 0
Dudley P. CooleyJerome F. Fabian 0 0
Robert J. Wise 0 0
2018
Directors Continuing:
____________________
Budd L. Beyer, term expires in 2006
Frederick E. Crispin, Jr., term expires in 2006
Jerome F. Fabian, term expires in 2006
Robert J. Wise, term expires in 2006
John E. Arndt, term expires in 2007
J. Gerald Bazewicz, term expires in 2007
Robert E. Bull, term expires in 2007
Don E. Bower, term expires in 2008
John L. Coates, term expires in 2008
Dudley P. Cooley, term expires in 2008
Matters Voted Upon:
__________________
Selection of J. H. Williams & Co. LLP, as auditors for the
Corporation.
Votes For - 3,753,2493,126,328
Votes Against - 3,0642,034
Votes Withheld - 0
Abstentions - 30,16260
Broker Non-Votes - 0
Item 5. Other Information
The Company made no material changes to the
procedures by which shareholders may recommend
nominees to the Company's Board of Directors.
2119
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 Regulation S-K
Exhibit Number Description of Exhibit
______________ ______________________
3i Articles of Incorporation, as amendedamended.
3ii By-Laws, as amended.
10.1 Supplemental Employee Retirement Plan
(Incorporated by reference to Exhibit 3(i)10 to
the
Registrant's Report on Form 10Q for the quarter
ended March 31, 2001)September 30, 2005).
3ii By-Laws, as amended (Incorporated by reference
to Exhibit 3(ii) to the Registrant's Report on
Form 10Q for the quarter ended March 31, 2001).
10.1 Supplemental Employee Retirement Plan
10.2 Management Incentive Compensation Plan
(Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10Q for the quarter
ended September 30, 2001).
10.3 Profit Sharing Plan (Incorporated by reference
to Exhibit 10 to Registrant's Report on Form 10Q
for the quarter ended September 30, 2001).
10.4 First Keystone Corporation 1998 Stock Incentive
Plan (Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10Q for the quarter
ended September 30, 2001).
14 Code of Ethics (Incorporated by reference to
Exhibit 14 to the Registrant's Annual Report on
10K for the year ended December 31, 2003).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer.
32.1 Section 1350 Certification of Chief Executive
Officer.
32.2 Section 1350 Certification of Chief Financial
Officer.
(b) During the quarter ended SeptemberMarch 30, 2004,2006, the
registrant filed the following reports on Form 8-K:8K:
Date of Report Item Description
______________ ____ ___________
July 29, 2005 5February 2, 2006 2.02 On July 29, 2005, the Registrant issued
a press release announcingJanuary 31, 2006, First Keystone
Corporation announced its earnings
for the quarter and year ended
June 30,December 31, 2005.
July 29, 2005 5March 1, 2006 8.01 On July 29, 2005, the RegistrantFebruary 28, 2006, First Keystone
Corporation issued a press release
announcing a newly
approved stock repurchase plan.
22reporting the declaration of it's
first quarter dividend.
March 31, 2006 5.02 On March 31, 2006, First Keystone
Corporation announced the retirement
of David R. Saracino as Treasurer and
Chief Financial Officer from First
Keystone Corporation, parent company
of The First National Bank of
Berwick. Matthew P. Prosseda, 44,
was named Treasurer and Diane C. A.
Rosler, 41, was named Principal
Financial Officer of First Keystone
Corporation, effective April 1, 2006.
20
FIRST KEYSTONE CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FIRST KEYSTONE CORPORATION
Registrant
November 8, 2005May 11, 2006 /s/ J. Gerald Bazewicz
J. Gerald Bazewicz
President and
Chief Executive Officer
(Principal Executive Officer)
November 8, 2005May 11, 2006 /s/ David R. Saracino
David R. Saracino
Treasurer/ChiefDiane C.A. Rosler
Diane C.A. Rosler
Principal Financial Officer
(Principal Accounting Officer)
2321
INDEX TO EXHIBITS
Exhibit Description
_______ ___________
3i Articles of Incorporation, as amendedamended.
3ii By-Laws, as amended.
9 None.
10.1 Supplemental Employee Retirement Plan
(Incorporated by reference to Exhibit 3(i)10 to
the
Registrant's Report on Form 10Q for the quarter
ended March 31, 2001)
3ii By-Laws, as amended (Incorporated by reference
to Exhibit 3(ii) to the Registrant's Report on
Form 10Q for the quarter ended March 31, 2001)
9 None.
10.1 Supplemental Employee Retirement PlanSeptember 30, 2005).
10.2 Management Incentive Compensation Plan
(Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10Q for the quarter
ended September 30, 2001).
10.3 Profit Sharing Plan (Incorporated by reference
to Exhibit 10 to Registrant's Report on Form 10Q
for the quarter ended September 30, 2001).
10.4 First Keystone Corporation 1998 Stock Incentive
Plan (Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10Q for the quarter
ended September 30, 2001).
14 Code of Ethics (Incorporated by reference to
Exhibit 14 to the Registrant's Annual Report on
10K for the year ended December 31, 2003).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer.
32.1 Section 1350 Certification of Chief Executive
Officer.
32.2 Section 1350 Certification of Chief Financial
Officer.
24
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